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/raid1/www/Hosts/bankrupt/TCR_Public/180725.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 25, 2018, Vol. 22, No. 205 Headlines 362 OAK STREET: $929K Sale of Washington DC Property to RF Approved 4 WEST: Omega Terminates Restructuring Support Agreement 4465 SW 34 TERRACE: Case Summary & Unsecured Creditor ADVANCE SPECIALTY: PCO Files 1st Interim Report ADVANTAGE SALES: Bank Debt Trades at 9% Off ALLIED CONSOLIDATED: Taps Eckert Seamans as Special Counsel ANCHOR GLASS: Bank Debt Trades at 9% Off ASARCO LLC: Wins CERCLA Contribution Suit vs Atlantic Richfield AVERY GREEN: $275K Private Sale of St. Pauls Township Property OK'd BALDWIN PARK: PCO Files 6th Report BEVERLY HILLS: PCO Files 2nd Interim Report BITE THE BULLET: $80K Sale of Alpha L-250 Ammunition Loader Okayed BLUE BEE: Seeks Access to Cash Collateral Through Oct. 20 BLUE EAGLE FARMING: Taps Burr & Forman as Legal Counsel BOBBY HUTCHINS: $1.2M Sale of Franklin Property to Dodds Approved BRIDGE ASSOCIATES: Court Rejects Bid to Sell New York Property BRIDGEHAMPTON STONE: Aug. 9 Plan Confirmation Hearing BRIDGEPORT BIODIESEL: Taps Equity Partners, HGP as Sales Agents C & M AIR: BIDITUPAuction Sale of Excess Property Approved CALHOUN SATELLITE: Plan Outline Hearing Set for Aug. 30 CGH CARPET: Seeks Access to Cash Collateral for Employee Benefits CHARLES K. BRELAND: Court Directs Trustee to Investigate Claims CHRYSLER LLC: Court Junks Bid to Dismiss Makenna Bennett Suit CKSB LLC: Sale of San Bernardino Property Partly Approved COMPCARE MEDICAL: PCO Files 1st Interim Report COMPCARE MEDICAL: Wants to Extend Cash Collateral Use to Sept. 30 COMSTOCK RESOURCES: Prices Offering of $850M Unsecured Notes CORBETT-FRAME INC: Seeks Continued Access to Cash Until July 31 DANIEL BENYAMIN: Ditech Has No Standing to Assert Claim, Ct. Rules DEL MONTE: Bank Debt Trades at 14% Off DEL MONTE: Moody's Affirms Caa1 CFR & Alters Outlook to Stable DEX SERVICES: Sixth Interim Cash Collateral Order Entered DIAMOND & DIAMONDS: Aug. 29 Plan and Disclosures Hearing DIRECTVIEW HOLDINGS: Registers 60M Shares for Possible Resale DITECH HOLDING: Bank Debt Trades at 5% Off DIVERSE LABEL: Case Summary & 20 Largest Unsecured Creditors DONCASTERS FINANCE: Bank Debt Trades at 17% Off DPW HOLDINGS: Files Prospectus Relating to Resale of 12.3M Shares ECS REFINING: Authorized to Use Cash Collateral on Final Basis ELECTRO RENT: Moody's Affirms B3 CFR, Outlook Stable ELECTRO RENT: S&P Alters Outlook to Negative & Affirms 'B' ICR EVERGREEN INFORMATION: Taps Axelson Williamowsky as Legal Counsel EZTOPELIZ LLC: U.S. Trustee Unable to Appoint Committee FANTASY JEWELRY: Sept. 12 Plan Confirmation Hearing FLORA FOOD: Bank Debt Trades at 2% Off FLORIDA PAVEMENT: Case Summary & 20 Largest Unsecured Creditors FREDERICK ALDERSON: $1.4M Sale of Mt. Pleasant Property Approved GADFLY ENTERPRISES: Court Rejects Proposed Plan Outline GARCES RESTAURANT: Committee Taps Bederson as Financial Advisor GEOKINETIKS INC: SAExploration Enters Into Agreement to Buy Assets GOMEZ RENTALS: Taps Angstman Johnson as Legal Counsel GOODRICH PETROLEUM: FFL Can't Dissolve Settlement Agreement GULF FINANCE: Bank Debt Trades at 12% Off GV HOSPITAL: PCO Files Supplemental Report on Equipment Replacement HDJ & J HOLDINGS: Taps SJH Tax as Accountant HELIOS AND MATHESON: Stockholders OK Authorized Common Stock Hike HEMOLIFE MEDICAL: $1.3M Sale of All Assets to Clarrence AG Approved HI-CRUSH PARTNERS: Moody's Ups CFR to B2 & Rates $450MM Notes B3 HI-CRUSH PARTNERS: S&P Rates New $450MM Senior Unsecured Notes B- HOAG URGENT: Taps Foley & Lardner as Legal Counsel JAMES CHANDLER: $240K Sale of Sunflower Property to Carvers Okayed JUGOFRESH HOLDINGS: Chapter 727 Claims Bar Date Set for Oct. 19 KAPPA DEVELOPMENT: Cash Use on Hold Due to Pending Adversary Action LAYFIELD & BARRETT: WSL Bid to Junk J. Barrett Counterclaims Nixed LBJ HEALTHCARE: PCO Files 12th Interim Report LONGVIEW POWER: Bank Debt Trades at 14% Off LUMENTUM HOLDINGS: S&P Assigns 'BB-' ICR, Outlook Stable MADISON HOTEL: Court Dismisses SAC in H. Miller Derivative Suit MARAVAI INTERMEDIATE: Moody's Assigns B3 CFR, Outlook Stable MARAVAI TOPCO: S&P Assigns B- Issuer Credit Rating, Outlook Stable MARSH AVIATION: Taps Atty. R. Lee Steers, Jr., to Pursue Claims MIDATECH PHARMA: Signs Co-Promotion Agreement with Bausch Health MOOG INC: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable MOUNTAIN CRANE: $13K Sale of 2012 Dodge Ram 3500 to Aguilar Okayed MS DIAGNOSTIC: PCO Files 1st Interim Report NATELCO CORPORATION: Seeks Authorization on Cash Collateral Use NATURE'S BOUNTY: Bank Debt Trades at 18% Off NEC BEAUMONT: Case Summary & 20 Largest Unsecured Creditors NEIGHBORHOOD HEALTH: Taps NAI DiLeo-Bram as Real Estate Broker NEIGHBORS LEGACY: U.S. Trustee Forms 5-Member Committee NEW BERN: ECM Summary Judgment Bid on WC Indemnity Claim Allowed NEW MACH GEN: Taps Prime Clerk as Claims Agent NINE WEST: Authorized to Retain A&M to Provide Interim CEO NORDAM GROUP: Case Summary & 30 Largest Unsecured Creditors NORDAM GROUP: Files Voluntary Chapter 11 Bankruptcy Petition OFF THE GRID: Allowed to Use Cash Collateral on Final Basis OPT CO: Aug. 29 Confirmation Hearing on Consolidated Debtors' Plan OWEN & FRED: Seeks Authority on Interim Cash Collateral Use PAINTSVILLE INVESTORS: PCO Files 1st Report PARK TEN INVESTMENTS: U.S. Trustee Unable to Appoint Committee PARTY CITY: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable PATRIOT NATIONAL: S. Mariano Suit vs Law Firms Remanded PAZZO PAZZO: Taps Berger & Bornstein as Special Counsel PLATFORM SPECIALTY: S&P Affirms 'BB-' ICR, Outlook Stable POST OAK REALTY: Creditor Moves Public Auction to Aug. 9 PREFERRED CARE: Aug. 3 Auction of Management Subsidiaries Set PUGLIA ENGINEERING: Taps Thorson Barnett as Special Counsel PURPLE SHOVEL: $137K Sale of Apopka Property Approved REAL INDUSTRY: Dispute with K&E, Ad Hoc Panel Can't be Mediation RENNOVA HEALTH: Designates 250K Preferred Shares for Alcimede Swap REPUBLIC LLC: Court Dismisses Chapter 11 Bankruptcy Case RICHARD SOLBERG: Trustee's Online Auction of Farm Equipment Okayed ROADHOUSE HOLDING: Wayne English Bid for Rehearing Tossed ROYAL AUTOMOTIVE: CPO Recommends Approval of Consumer Info Sale SACO TRADING: Chapter 727 Claims Bar Date Set for Nov. 2 SARKIS INVESTMENTS: Taps Foley & Lardner as New Legal Counsel SEAVAULT PARTNERS: Chapter 727 Claims Bar Date Set for Nov. 9 SEGA BIOFUELS: Sale of All Assets to Fram Renewables Approved SELCO INDUSTRIES: NJ App. Div. Remands STC, DCC Suit SERTA SIMMONS: Bank Debt Trades at 15% Off SHERIDAN INVESTMENT I: Bank Debt Trades at 12% Off STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit 2433 Approved SUPERIOR HOSPICE: $66K Sale of Mercedes Benz Cargo Truck Approved SURVITEC GROUP: Bank Debt Trades at 4% Off TELOIP INC: Meeting of Creditors for Plan Voting Slated for Aug. 14 TELOIP INC: Proofs of Claim Must Be Sent to Monitor by Aug. 13 TINTRI INC: U.S. Trustee Forms 3-Member Committee TOWNSEND H. PORTER: Bid to Extend 2017 Tax Returns Filing Junked TOYS R US: Plan Outline Conditionally OK'd; July 30 Plan Hearing TRE AMICI: $10K Sale of Misc. Assets to TMG Approved UNIVERSAL INVESTMENTS: Aug. 13 Amended Plan Confirmation Hearing UNIVISION COMMUNICATION: Bank Debt Trades at 3% Off VERITAS SOFTWARE: Bank Debt Trades at 6% Off VERNON PARK: Has Access to Cash Collateral Until Aug. 31 VIDEOLOGY INC: Committee Taps Cooley as Lead Counsel VIDEOLOGY INC: Committee Taps Gavin/Solmonese as Financial Advisor VIDEOLOGY INC: Committee Taps Whiteford Taylor as Delaware Counsel VIDEOLOGY INC: Taps RSM Restructuring as U.K. Financial Advisor VON DIRECTIONAL: U.S. Trustee Forms 7-Member Committee VRG LIQUIDATING: CVS Pharmacy Resigns as Committee Member W RESOURCES: Case Summary & 9 Unsecured Creditors WALDRON DEVELOPMENT: Cash Collateral Use Through July 24 Approved WISEWEAR CORP: $110K Sale of Intellectual Property Approved X-TREME BULLETS: U.S. Trustee Forms 3-Member Committee [*] Chapter 11 Bankruptcy Filings Rise in June 2018 ********* 362 OAK STREET: $929K Sale of Washington DC Property to RF Approved ------------------------------------------------------------------- Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the District of Columbia authorized 1362 Oak Street, LLC's sale of the real property located at 1362 Oak Street, NW, Washington, DC to Fatimah and Robert Jackson, individually, and on behalf of RF Jackson Development, LLC for $929,000. Any liens, claims and encumbrances on the Realty to be sold to the Buyers will exclusively attach to the proceeds of the sale. The sale is free and clear of all Liens and Claims. The Order will be effective immediately upon entry pursuant to Bankruptcy Rule 7062 and 9014, and no automatic stay of execution, pursuant to Bankruptcy Rule 6004(h) applies with respect to the Order. About 1362 Oak Street LLC 1362 Oak Street LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 17-00705) on Dec. 13, 2017, in order to halt a foreclosure. In the petition signed by Anthony Gilmer, managing member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge S. Martin Teel, Jr. presides over the case. The Law Offices of Jeffrey M. Sherman is the Debtor's counsel. 4 WEST: Omega Terminates Restructuring Support Agreement -------------------------------------------------------- Omega Healthcare Investors, Inc. on July 23, 2018, disclosed that the Company has given notice to terminate the restructuring support agreement of its tenant, 4 West Holdings, Inc. ("Orianna"), effective July 25, 2018. Taylor Pickett, Omega's Chief Executive Officer, stated, "The Company will be considering and/or pursuing alternative courses of action to protect our assets and shareholder value. While we are frustrated that the restructuring of the Orianna portfolio could not be concluded in accordance with the restructuring support agreement negotiated with Orianna and its plan of reorganization, we continue to believe that final resolution will result in our previously stated range of $32 million to $38 million of rent or rent equivalents from the assets that constituted our Orianna portfolio." Mr. Pickett continued, "As we have throughout, we will work with operators to assure that residents continue to be protected." On July 1, Omega successfully transitioned the legacy Orianna portfolio in Mississippi to an existing Omega operator with a contractual annual rent of $12 million. The Company is also progressing with the transition of the remaining previously announced facilities and expects this process to conclude in the next few months. About Omega Healthcare Investors Omega Healthcare Investors, Inc. (NYSE:OHI) is a real estate investment trust that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. Its portfolio of assets is operated by a diverse group of healthcare companies, predominantly in a triple-net lease structure. The assets span all regions within the US, as well as in the UK. 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 22 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. 4465 SW 34 TERRACE: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: 4465 SW 34 Terrace "L.L.C." 4465 SW 34 Terrace Ft Lauderdale, FL 33312 Business Description: 4465 SW 34 Terrace "L.L.C." is a privately held company in Ft Lauderdale, Florida engaged in activities related to real estate. Chapter 11 Petition Date: July 23, 2018 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 18-18906 Judge: Hon. John K. Olson Debtor's Counsel: Aron Szabo, Esq. SZABO LAW GROUP, PA 1401 Sawgrass Corporate Parkway Ft Lauderdale, FL 33323 Tel: (954) 210-6054 Fax: (954) 301-2698 Email: aron@szabolawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Stote, president. The Debtor lists Rapid Capital Finance, LLC as its sole unsecured creditor holding a claim of $32,464. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-18906.pdf ADVANCE SPECIALTY: PCO Files 1st Interim Report ----------------------------------------------- Tamar Terzian, duly appointed Patient Care Ombudsman for Advanced Specialty Care, has reviewed medical records of various patients. The PCO says the Debtor properly organizes each patients profile, updated medication charts, billing, and all patient right forms. The treatments and continued monitoring of each patient is properly recorded and maintained at the Debtor's office in Los Angeles. After each case managers visit the records are sent to the office. The PCO observed the Registered Nurses ("RNs") and some of the Licensed Vocational Nurse ("LVNs") at the patients homes. Each RN visits about 14 patients per month. The family provides a plan of care stated by the doctors depending on the situation. The PCO found that the patients are well monitored, and the nurses had knowledge of the patients needs. The home was clean and had ample medical supplies for the patients needs. The patients visited needed all day home care and assistance to and from school. The court has no recommendation. The procedures and protocols of the registered nurses and LVNs are properly implemented. Therefore, the Patient Care Ombudsman (PCO) finds that all care provided to the patients by the Debtor 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's 1st Interim Report is available for free at: http://bankrupt.com/misc/cacb17-24737-137.pdf About Advance Specialty Care Based in Los Angeles, California, Advance Specialty Care, LLC, is a home-health care provider offering nursing, physical therapy, occupational therapy, speech pathology, medical social, and home health aide services. The company previously sought bankruptcy protection on March 19, 2016, (Bankr. C.D. Calif. Case No. 16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No. 17-23070). Advance Specialty Care, LLC, a/k/a ASC, LLC filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-24737) on Nov. 30, 2017. The petition was signed by Moises L. Simbulan, chief financial officer. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Robert N. Kwan. ADVANTAGE SALES: Bank Debt Trades at 9% Off ------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 90.67 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.53 percentage points from the previous week. Advantage Sales pays 650 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on July 25, 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 13. ALLIED CONSOLIDATED: Taps Eckert Seamans as Special Counsel ----------------------------------------------------------- Allied Consolidated Industries, Inc. has tapped Eckert Seamans Cherin & Mellott, LLC to serve as special counsel in a case involving Allied Erecting and Dismantling Co., Inc. The firm will represent Allied Erecting in the remand proceeding styled Allied Erecting and Dismantling Co., Inc. v. United States Steel Corporation (Docket No. 4:12-cv-1390) in the Northern District of Ohio. Eckert has agreed to a two-part fee arrangement. With respect to the remand proceeding, the firm will charge these hourly rates: Christopher Opalinski $390 F. Timothy Grieco $305 Associate $150 - $220 Paralegals $125 The firm has also agreed that the maximum amount of hourly fees is capped at $65,000. Thereafter, any further proceedings will be handled on a contingent fee basis. If any recovery is obtained, whether before or after trial and whether by way of settlement, verdict judgment or award, Allied agrees to pay ESCM 28% of the gross recovery. Christopher Opalinski, Esq., at Eckert, disclosed in a court filing that his firm does not represent any interest adverse to the reorganized company. The firm can be reached through: Christopher R. Opalinski, Esq. Eckert Seamans Cherin & Mellott, LLC 919 E Main St., Suite 1300 Richmond, VA 23219 Phone: 412.566.5963 / 804.788.7740 Mobile: 412.613.0129 Fax: 412.566.6099 / 804.698.2950 Email: copalinski@eckertseamans.com About Allied Consolidated Industries Co-founded on March 7, 1973, by current president, John R. Ramun, and his father, Michael Ramun, Allied Erecting and Dismantling, Inc., provided industrial dismantling of decommissioned industrial facilities. In 1985, Allied Industrial Scrap, Inc., Allied Industrial Equipment, Inc., Allied Industrial Development Corporation, and Allied Industrial Contracting, Inc., came into being. The Allied companies' complex at 1999 Poland Avenue, Youngstown, Ohio includes a 25,000 square foot office building and a new 218,000 square foot machine shop, office, and training facility. Allied Consolidated Industries, Inc., is the parent company. President John R. Ramun is a 75% shareholder and his brother, Michael D. Ramun, is a 25% shareholder. Allied Consolidated Industries, Allied Erecting and Dismantling, Allied Gator, Inc., and Allied Industrial Scrap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 16-40675) on April 13, 2016. The petitions were signed by John R. Ramun, president. The Court approved the retention of Suhar & Macejko, LLC, as counsel for the Debtors on May 12, 2016. The Court entered an agreed order approving the retention of Inglewood Associates, LLC as turnaround managers on May 13, 2016. The Court approved the retention of Eckert Seamans Cherin & Mellott, LLC, as special counsel on July 18, 2016. The Debtors have sought approval to employ Landmark Real Estate Services, LLC, as the non-exclusive real estate broker in connection with the listing for sale of 240 acres of properties for a listing period through June 30, 2017. On May 16, 2016, the United States Trustee filed a notice of appointment of an Official Committee of Unsecured Creditors. On June 30, 2016, the bankruptcy court granted the committee's application to retain counsel. On July 11, 2016, the bankruptcy court entered an order granting substantive consolidation of the estates of the debtor companies. On June 19, 2017, the Court confirmed the Debtor's Second Amended Joint Plan of Reorganization. Thereafter the Creditor Trust was created in accordance with Article 8 of the Plan and the Trust Agreement. John Lane was appointed as Trustee. The estates of each of the Debtors were substantively consolidated into the estate of Allied Consolidated Industries, Case No. 16-40675. ANCHOR GLASS: Bank Debt Trades at 9% Off ---------------------------------------- Participations in a syndicated loan under which Anchor Glass Container Corporation is a borrower traded in the secondary market at 91.09 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.58 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 13. ASARCO LLC: Wins CERCLA Contribution Suit vs Atlantic Richfield --------------------------------------------------------------- The case captioned ASARCO LLC, a Delaware corporation, Plaintiff, v. ATLANTIC RICHFIELD COMPANY, a Delaware corporation, Defendant, No. CV 12-53-H-DLC (D. Mont.) is a civil action for contribution brought by Plaintiff ASARCO LLC pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA") against Defendant Atlantic Richfield Company for costs and damages incurred by Asarco at a location in East Helena Montana, known as the East Helena Site, a National Priorities List or "Superfund" site. Having carefully reviewed the evidence, the applicable law, and the testimony and arguments of the parties, District Judge Dana L. Christensen entered a judgment in favor of Plaintiff Asarco, LLC, and against Defendant Atlantic Richfield Company. The Court finds that Anaconda and Atlantic Richfield made multiple false and misleading statements to the EPA regarding its discharges to and its use of cooling water from Lower Lake. Based on Atlantic Richfield's deliberate failure to tell the EPA the truth about its operations, EPA looked solely to Asarco to conduct remedial action at the Site. Additionally, based on Atlantic Richfield's misrepresentations during the subsequent clean-up investigations and issuance of environmental reports, the EPA and later METG, focused on Asarco's operations, and overlooked the contributions of Anaconda's zinc fuming facility. This focus on Asarco's operations, and not Anaconda's, to determine the sources of contamination to the groundwater was exacerbated by the fact that the zinc fuming facility ceased operations in 1982. The subsequent environmental investigations and reports were thus focused on the only operational facility at the Site, which was Asarco's. Judgment is, therefore, entered in favor of Asarco and against Atlantic Richfield as follows: 1. $27,850,936, representing Atlantic Rich field's equitable share of the response costs Asarco paid under the June 2009 CERCLA Consent Decree; 2. $1,000,000, representing an uncertainty premium or error factor under the sixth Gore Factor; 3. Prejudgment interest, to be determined in subsequent proceedings; 4. Asarco's costs of suit and reasonable attorneys' fees, to be determined in subsequent proceedings. A full-text copy of the Court's Findings dated June 26, 2018 is available at https://bit.ly/2mt2zfz from Leagle.com. ASARCO, LLC, a Delaware corporation, Plaintiff, represented by Alicia O'Brien -- aobrien@mcguirewoods.com -- McGUIREWOODS LLP, pro hac vice, Gregory Evans , McGUIREWOODS LLP -- gevans@mcguirewoods.com -- pro hac vice, Keola Whittaker , McGUIREWOODS LLP -- kwhitaker@mcguirewoods.com -- pro hac vice, Kris McLean , Kris A. McLean Law Firm, PLLC & Rachel H. Parkin -- rparkin@bigskylawyers.com -- MILODRAGOVICH DALE STEINBRENNER. Atlantic Richfield Company, a Delaware Corporation, Defendant, represented by Benjamin B. Strawn -- ben.strawn@dgslaw.com -- DAVIS GRAHAM & STUBBS, LLP, pro hac vice, Jason T. Hungerford , NORTON ROSE FULBRIGHT LLP, pro hac vice, Kenzo Kawanabe -- kenzo.kawanabe@dgslaw.com -- DAVIS GRAHAM & STUBBS, LLP, pro hac vice, Randy J. Cox , BOONE KARLBERG, P.C., William J. Duffy -- William.duffy@dgslaw.com -- DAVIS GRAHAM & STUBBS, pro hac vice,Elizabeth H. Temkin , DAVIS GRAHAM & STUBBS, LLP, pro hac vice, Mary Cile Glover Rogers , BOONE KARLBERG, P.C. & Randy J. Tanner , BOONE KARLBERG, P.C.. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C. represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Asarco Incorporated and Americas Mining Corporation's Seventh Amended Plan of Reorganization for the Debtors became effective and the ASARCO Asbestos Personal Injury Settlement Trust was created and funded with nearly $1 billion in assets, including more than $650 million in cash plus a $280 million secured note from Reorganized ASARCO. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated ASARCO LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. AVERY GREEN: $275K Private Sale of St. Pauls Township Property OK'd ------------------------------------------------------------------- Judge Lena Mansori James of the Middle District of North Carolina authorized the private sale of Everett B. Saslow, Jr., the Chapter 11 Trustee of Avery Bradley Green, of the Debtor's 50% interests in certain acreage and improvements located in St. Pauls Township, Robeson County, North Carolina, to Fadhl Alhobishi for $275,000. The Court transfers all liens and interests to the proceeds of the sale (including without limitation the judgments of William McCormick and State of North Carolina and CitiFinancial as specified). The Trustee reserves the right to request the recovery of 11 U.S.C. Section 506(c) expenses and the subordination of such claims or liens to reasonable Chapter 11 administrative costs. The Court authorizes payment (ii) at closing of applicable prior year and current year property taxes and other costs of closing of the sale of the Evergreen Facility including deed preparation and revenue stamps and other customary closing costs; (b) by the Trustee as requested above out of proceeds of sale of the release fee to Palm Avenue Hialeah Trust in consideration of it releasing its deed of trust and judgment liens upon the Evergreen Facility as provided, and the payment to Grady L. Hunt as Administrator to pay claims of American Express and Hopper as provided; and (c) of a real estate commission of 7% of the purchase price payable to the Selling Agent and the Listing Agent shown upon the Agreement. At the Trustee's direction, the payments authorized or provided for in the Order in may be made directly by the Trustee or by the real estate closing attorney who handles the closing for Purchaser under the Agreement. Avery Bradley Green filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 17-11043) on Sept. 15, 2017. The Debtor is represented by Phillip E. Bolton, Esq. BALDWIN PARK: PCO Files 6th Report ---------------------------------- Joseph Rodrigues, the California State Long-Term Care Ombudsman and Patient Care Ombudsman to Baldwin Park Congregate Home, said the licensed capacity of the Debtor's facility is 12, with an occupancy of 12 as of June 2, 2018. The facility has consistently had a resident census between 8-12 residents during facility visits. During unannounced visits and in review of the monthly staff schedules, the staffing appeared sufficient to meet the needs of the residents. The local Ombudsman Program has not received any concerns involving vendors, utilities, or external support factors that may impact resident care. On May 30, 2018, the Ombudsman representative made efforts to communicate with Lucita Hakes from the California Department of Public Health, Los Angeles County Home Health Agency Unit, regarding the facility, however was unable to do so. According to the Department of Public Health, the most recent complaint against the facility was in February 2018. Complaint number CA00575091, with an intake date of February 22, 2018 was in regard to a concern about admission, transfer, and discharge rights, was unsubstantiated by CDPH. Complaint number CA00573780 with an intake date of February 13, 2018 was in regard to a concern about quality of care, does not yet indicate an investigation finding. The local Ombudsman Program has conducted three visits during this reporting period, covering April, May, and June 2018. The April and May 2018 visits during this reporting period were completed during the 7:00 a.m. to 7:00 p.m. shift and occurred on April 27 and May 30, 2018. The June 2018 visit took place during the 7:00 p.m. to 7:00 a.m. shift and occurred on June 2, 2018. During the three visits, the facility appeared to have sufficient staff and there appeared to be sufficient fresh food, dry goods, water, and gastrostomy tube (G-tube) formula. The environment was clean, the facility was a comfortable temperature, and there were no safety hazards noted. Residents appeared comfortable and clean and did not express any concern regarding their care or supervision. During the unannounced visit on April 27, 2018, the Ombudsman representative observed that the two facility air conditioning units were turned off, however the temperature in the facility was appropriate and there were no concerns received regarding the temperature of the facility. Nevertheless, the Ombudsman representative addressed the concern with facility staff as the concern was previously noted and addressed during a visit on October 5, 2017. The air conditioning units were turned back on to automatic prior to the Ombudsman representative leaving the facility. The Patient Care Ombudsman recommends that the facility ensure that the residents continue to be provided with quality care that ensures the health and safety of all residents. A full-text copy of the PCO's Sixth Report is available for free at: http://bankrupt.com/misc/cacb17-13634-455.pdf About Baldwin Park Congregate Home Baldwin Park Congregate Home, Inc., owns and operates a skilled nursing facility in Baldwin Park, California. Baldwin Park Congregate Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017. In the petition signed by CEO Eileen Cambe, the Debtor estimated assets in the range of $0 to $50,000 and liabilities of up to $10 million. The Hon. Julia W. Brand presides over the case. Giovanni Orantes, Esq., of Orantes Law Firm, is the Debtor's counsel. Joseph Rodrigues was appointed Patient Care Ombudsman in the Chapter 11 Case. BEVERLY HILLS: PCO Files 2nd Interim Report ------------------------------------------- Tamar Terzian, 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 with 2 physicians, 2 anesthesiologists and 3 surgical nurses. There were 2 office staff 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 Beverly Hills South Pacific Surgery Center 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 2nd Interim Report is available for free at: http://bankrupt.com/misc/cacb18-12857-52.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. BITE THE BULLET: $80K Sale of Alpha L-250 Ammunition Loader Okayed ------------------------------------------------------------------ Judge Laurel E. Babero of the U.S. Bankruptcy Court for the District of Nevada authorized Bite the Bullet, LLC's private sale of the machine known as an L-250 Ammunition Loader, manufactured by Alpha Loading Systems, with serial number 461, to Dynamic Research Technologies, LLC, doing business as DRT Ammo, for $80,000. A hearing on the Motion was held on June 27, 2018 at 1:30 p.m. The sale is free and clear of all liens, claims, and encumbrances. The security interest of Meadows Bank fully attaches to the sale proceeds. The sale proceeds may be used by the Debtor to pay monthly adequate protection payments to Meadows Bank. The sale proceeds will be deposited into the Debtor's pre-petition bank account held at Meadows Bank, which the Debtor may maintain open during the bankruptcy case. The Debtor: (i) will report all activity from this account on its monthly operating reports, and (ii) will institute a system to ensure that the funds on deposit in that account never exceed the FDIC insurance limit on that account. The 14-day stay on the sale otherwise imposed by Bankruptcy Rule 6004(h) is waived, and the sale may immediately be consummated. About Bite the Bullet Bite The Bullet LLC -- https://www.bitethebullet.co -- is an ammunition supplier based in Las Vegas, Nevada. Bite the Bullet is a licensed, insured, and ATF approved Federal Firearm License(FFL) manufacturer of commercially loaded Ammo. Since 2013, Bite the Bullet has been supplying bulk ammo online offering a variety of high use popular calibers. Bite The Bullet LLC, based in North Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-12813) on May 16, 2018. The Hon. Laurel E. Babero presides over the case. Robert Atkinson, Esq., at Atkinson Law Associates Ltd., serves as bankruptcy counsel. In the petition signed by David Zitiello Jr., managing member, the Debtor disclosed $465,433 in assets and $1.26 million in liabilities. BLUE BEE: Seeks Access to Cash Collateral Through Oct. 20 --------------------------------------------------------- Blue Bee, Inc., d/b/a ANGL, seeks authorization from the U.S. Bankruptcy Court for the Central District of California to use cash collateral in accordance with its operating budget for the 13-week period from July 22, 2018 through and including Oct. 20, 2018. The Debtor requires access to its cash collateral to pay all of the expenses set forth in the Budget, with authority to deviate from the line items contained in the Budget by up to 20%, on both a line item and aggregate basis, with any unused portions to be carried over into the following weeks, and to pay all quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. The Debtor anticipates filing a proposed Plan and disclosure statement by September 2018. As of the Petition Date, the Debtor had cash on hand of approximately $93,000 and security deposits with landlords and other parties in the total sum of approximately $87,013. The Debtor believes that the amount of the Security Deposits remaining (for the twelve Operating Retail Stores) is approximately $53,215. The Debtor anticipates that the amount of cash it will have on hand as of July 21, 2018 will be approximately $121,266. The Debtor's senior secured lender is the Bank. As of the Petition Date, the Debtor was a borrower under three separate loans with the Bank, two of which have since been fully repaid and satisfied. The Debtor is currently indebted to the Bank in the amount of approximately $1,180,000 under the U.S. Small Business Administration loan. The Bank is asserting a lien against substantially all of the assets of the Debtor and Angl, Inc. Prior to the Petition Date, the Debtor also obtained a secured loan in the amount of $6,000 from Fashblvd., Inc. Flashblvd asserts a lien against substantially all of the assets of the Debtor. The California State Board of Equalization has one active state tax lien. The Debtor believes that the amount owed to SBOE which is secured by the foregoing tax lien is $24,160. The Debtor believes that the Bank, Fashblvd, and the SBOE are the only parties that may potentially have a perfected security interest in the Debtor's cash. The Debtor submits that the value of such Secured Creditors' interests in the Debtor's cash collateral will be adequately protected by a substantial equity cushion. As of July 22, 2018 (the beginning date of the proposed new Budget), the Debtor anticipates that it will be holding cash on hand of approximately $121,266, security deposits totaling approximately $53,215, inventory valued at approximately $2,275,000 (at cost), and FF&E with an estimated fair market value of approximately $600,000. Based on the foregoing, the aggregate value of the Debtor's assets as of July 22, 2018 is estimated to be $3,049,481. The Debtor believes that the total amount currently owed to the Secured Creditors is approximately $1,210,160. Given the aggregate value of the Debtor's assets (approximately $3,049,481), and the total estimated amount currently owed to the Debtor's Secured Creditors (approximately $1,210,160), the Secured Creditors are adequately protected by an equity cushion of more than 150%. Additionally, the Debtor submits that the value of the Secured Creditors' interest in the cash collateral will be adequately protected by, among other things, the maintenance and continued operation of the Debtor's business. By doing so, the Debtor will be able to, among other things, maximize the value of its inventory and generate as much revenue as possible from the sale of such inventory. Likewise, the Debtor asserts that the use of cash collateral is critical to its ability to implement an effective reorganization strategy for the benefit of all creditors. The Debtor anticipates filing a Plan and disclosure statement in this case by September, 2018 and pursuing Court approval of the disclosure statement and confirmation of the Plan immediately thereafter. Therefore, the period covered by the Budget (July 22, 2018 -- October 20, 2018) represents a critical period in the Debtor's case. Accordingly, the Debtor asserts that if it is not permitted to use cash collateral during this period so that the Debtor can focus on formulating and pursuing its ultimate reorganization strategy in this case, while continuing to operate its business (without any disruption) and preserving and maximizing the going-concern value of the Debtor's business and assets, the Debtor will be forced to immediately halt all business operations, which will significantly and negatively impact the value of its business and assets as well as its ability to successfully reorganize. In addition to the forms of adequate protection discussed above, the Debtor also proposes to provide its Secured Creditors with replacement liens and security interests against the Debtor's postpetition assets, with such replacement liens to have the same extent, validity, and priority as the prepetition liens held by such Secured Creditors against the Debtor's assets. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb16-23836-351.pdf About Blue Bee Headquartered near downtown Los Angeles, California in Vernon, California, Blue Bee, Inc., doing business as ANGL, is a retailer doing business under the "ANGL" brand offering stylish and contemporary women's clothing at reasonable prices to its fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and operates 21 retail stores located primarily in shopping malls throughout the state of California. Founders Jeff Sunghak Kim and his wife, Young Ae Kim, continue to be actively involved in Blue Bee's business operations as the President and Secretary of the Company, respectively. Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-23836) on Oct. 19,2016. Jeff Sungkak Kim, its president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. Judge Sandra R. Klein is the case judge. The Debtor is represented by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP. BLUE EAGLE FARMING: Taps Burr & Forman as Legal Counsel ------------------------------------------------------- Blue Eagle Farming, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Burr & Forman LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code and will provide other legal services related to their Chapter 11 cases. The Debtors paid the firm a retainer in the amount of $500,000. Michael Leo Hall, Esq., a partner at Burr & Forman, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Burr & Forman can be reached through: Michael Leo Hall, Esq. Burr & Forman LLP 420 N 20th Street, Suite 3400 Birmingham, AL 35203 Tel: 205 458-5367 Fax: 205-458-5100 Email: mhall@burr.com About Blue Eagle Farming Blue Eagle Farming, LLC and its affiliate H J Farming, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP ((Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. BOBBY HUTCHINS: $1.2M Sale of Franklin Property to Dodds Approved ----------------------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Bobby W. Hutchins, Jr.'s sale of the real property located at 305 Morning Mist Lane, Franklin, Tennessee to Joshua and Lauren Dodd for $1.2 million. The sale is free and clear of any and all liens, claims, encumbrances, interests, and other liabilities. The lien of Dunham Hildebrand created by the pre-petition Deed of Trust recorded against the Property is waived by Dunham Hildebrand and will be released upon the closing of the sale. As set forth in the Motion and in the contemporaneously filed fee application by Dunham Hildebrand, a total of $50,000 will be paid from the closing to the trust account of Dunham Hildebrand as a retainer for fees in the case. This retainer will constitute property of the estate, and Dunham Hildebrand will not be entitled to apply any of these funds absent an order approving payment of costs and expenses incurred thereby. The estate's interest in the Property -- and the proceeds generated therefrom -- are limited to the Debtor' s survivorship interest in the Property. Accordingly, upon entry of the Order and the subsequent closing of the sale of the Property contemplated therein, the remaining proceeds will be deposited into an account with a depository institution approved by the United States Trustee. The funds in the Marital DIP Account will not be distributed to the Debtor or his non-filing spouse without any subsequent court order approving such distribution. Instead, the funds will be used by the Debtor and his non-filing spouse in the ordinary course of business to fund basic living expenses and preserve the going-concern value of the estate. Following objection by the United States Trustee, the Debtor's homestead exemption in the Property has been stated as $5,000. This amount is in error. Because the Debtor owns the Property as his primary residence and has one or more minor children in his custody, the Debtor is entitled to a homestead exemption of $25,000. His non-filing spouse, as co-owner of the Property, is also entitled to a homestead exemption of $25,000 under the same exemption statute. Accordingly, the Debtor and his non-filing spouse will be permitted to direct $50,000 from the sale proceeds to be disbursed at closing into an account or accounts other than the Marital DIP Account, and such funds will not be considered property of the estate. Upon such disbursement at closing, the Debtor and his non-filing spouse will be deemed to have fully exhausted their homestead exemption under Tenn. Code Ann. Section 26-2-301(f). In addition to reporting on the Debtor's approved DIP account, the Debtor will also submit monthly operating reports detailing the transactions in the Marital DIP Account for each month following the creation of such account pending further order of the Court. Notwithstanding Bankruptcy Rule 6004(h), the Order will take effect, and the sale contemplated therein will be permitted to close, immediately upon its entry. Within three days of entry of the Order, the Debtor will cause a copy thereof to be mailed to the service list set forth in the Certificate of Service in the Motion. Bobby W. Hutchins, Jr. sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 16-07751) on Nov. 14, 2017. Griffin S Dunham, Esq., serves as counsel. BRIDGE ASSOCIATES: Court Rejects Bid to Sell New York Property -------------------------------------------------------------- Bankruptcy Judge Robert E. Grossman denied Bridge Associates of SOHO, Inc.'s motion to sell an occupied residential loft building located in the SOHO district of New York City free and clear of liens claims and encumbrances including any rights of existing occupants. The Debtor is the owner of real property located at 99 Vandam Street, aka 533 Greenwich Street, New York, which has been designated an "interim multiple dwelling" or "IMD" under Article 7-C of the New York Multiple Dwelling Law. The Debtor sought to sell the Property free and clear of any liens, claims and encumbrances, including any possessory rights that may be held by the current occupants of the Building. The Building's occupants ("Statutory Tenants") objected. The Statutory Tenants argued that they have possessory rights under the Loft Law which cannot be altered by a section 363 sale. The New York City Loft Board also objected to the sale arguing that the Debtor should not be permitted to use the Bankruptcy Code to strip the Property of otherwise valid and controlling statutory regulations. Finally, the Debtor's senior secured creditors, tax lien holders, objected to the sale and sought relief from stay in order to complete a foreclosure sale of the Property which was stayed by the Debtor's bankruptcy filing on the eve of foreclosure. The Debtor proposed to conduct an auction sale of the Property with a reserve price of $12.5 million which, according to the Debtor, will be sufficient to ensure payment of secured claims thus satisfying section 363(f)(3) as to the secured creditors. As for the Statutory Tenants, according to the Debtor applicable non-bankruptcy law permits the sale of the Property free and clear of their interests, and/or such a sale is permissible because the Statutory Tenants' interests are subject to bona fide dispute. The Debtor argued that the Statutory Tenants have no possessory interest in the Property, and are merely holdover tenants who have not paid rent in decades and are subject to eviction under state law. In the New York Court of Appeals decision in Chazon LLC v. Maugenest, the Court found that statutory tenants under the Loft Law could not be evicted based on non-payment of rent where the owner was not in compliance with the Loft Laws and had not received an extension of time to come into compliance. Under these facts, identical to those presented to the Court today, the Court found that "Multiple Dwelling Law section 302(1)(b) bars not only an action to recover rent, but also an 'action or special proceeding . . . for possession of said premises for nonpayment of such rent." That holding negates the Debtor's argument that the Statutory Tenants' occupancy rights are conditioned upon the payment of rent, and supports the Statutory Tenants' position that the Debtor is not entitled to collect rent or recover possession for nonpayment thereof unless the owner is in compliance with the Loft Law. The Debtor further argues that notwithstanding the Loft Law and case law which prevent an out-of-compliance owner from collecting rent, or evicting based on nonpayment of rent, or evicting based on holdover status, a section 363(f) "free and clear" sale can be used to cut off the Statutory Tenants rights of possession because they have no "substantive right" to remain at the Property. The Court disagrees and finds that the rights of possession conferred by section 286 of the Multiple Dwelling Law are rights that cannot be stripped without satisfaction of the requirements of section 363(f)(1) or (4). The Debtor has failed to show the Court that applicable non-bankruptcy law would allow the sale of the Property free and clear of the Statutory Tenants' interests, and has failed to present arguments here which would rise to the level of a "bona fide" dispute as to the Statutory Tenants' rights under the Loft Law. The Court, thus, finds that the Statutory Tenants have possessory rights granted to them under the Loft Law which the Debtor cannot disturb under section 363 of the Bankruptcy Code. The Debtor's motion is therefore denied. A full-text copy of the Court's Memorandum Decision and Order dated July 2, 2018 is available at: http://bankrupt.com/misc/nyeb8-18-71159-54.pdf About Bridge Associates of SOHO Inc. Bridge Associates of SOHO, Inc., is the fee owner of a real property located at 99 Vandam Street, New York, with a liquidation value of $7.5 million. Bridge Associates of SOHO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-71159) on Feb. 23, 2018. In the petition signed by Adam D. Luckner, president, the Debtor disclosed $13.98 million in assets and $12.54 million in liabilities. Judge Robert E. Grossman presides over the case. BRIDGEHAMPTON STONE: Aug. 9 Plan Confirmation Hearing ----------------------------------------------------- Bankruptcy Judge Elizabeth S. Stong approved Bridgehampton Stone Inc.'s first amended disclosure statement filed on June 21, 2018. A hearing to consider confirmation of the Plan will be held in the Courtroom of the Honorable Elizabeth S. Stong, United States Bankruptcy Judge, Eastern District of New York, at the Conrad B. Duberstein U.S. Courthouse located at 271-C Cadman Plaza East, Brooklyn, New York 11201, on August 9, 2018 at 10:00 a.m. To be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed and delivered no later than 5:00 p.m., Eastern Time, on August 2, 2018. Any responses or objections to confirmation of the Plan must be in writing and must be filed and served no later than 5:00 p.m. on August 2, 2018. As previously reported by the Troubled Company Reporter, the Debtor's latest chapter 11 plan contained additional disclosures on the treatment of Class 2 equity interest holders. According to the plan, the estimated value of Bridgehampton's assets in a liquidation is $12,000. Accordingly, the portion of the $50,000 contribution by Daniel Messina, principal of the company, to be treated as a new value contribution is $12,000. The remaining $38,000 contribution is consideration for the third party release of Mr. Messina. A full-text copy of the first amended disclosure statement is available for free at: http://bankrupt.com/misc/nyeb18-40385-32.pdf About Bridgehampton Stone Based in Astoria, York, Bridgehampton Stone Inc., a general contractor, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-40385) on Jan. 24, 2018. In the petition signed by Daniel Messina, president, the Debtor estimated assets and liabilities of less than $50,000. Judge Elizabeth S. Stong presides over the case. The Debtor hired Morrison-Tenenbaum, PLLC, as its legal counsel. BRIDGEPORT BIODIESEL: Taps Equity Partners, HGP as Sales Agents --------------------------------------------------------------- Bridgeport Biodiesel 2 LLC has tapped Equity Partners HG LLC and Heritage Global Partners, Inc., to serve as sales agents in connection with the sale of substantially all or a portion of its assets. The firms will advertise, market and sell the assets via a two-phase process. During the first phase, which will take place for up to 60 days following the date the U.S. Bankruptcy Court for the Southern District of New York approves the firms' employment, Equity Partners will advertise and market the assets as a going concern to seek a sale of all or a portion of the assets in bulk. The Debtor will pay a commission equal to the greater of $150,000, or (i) 8% of the first $3 million of aggregate gross sale proceeds, and (ii) 6% of the aggregate gross sale proceeds in excess of $3 million for sales consummated during the first phase. In the event Phase 1 concludes without a sale or there remain substantial unsold assets, the second phase will commence during which Heritage Global will market the assets for sale, first in bulk and subsequently on a piecemeal basis, via public auction and conduct a private sale or public auction. This is expected to take place 45 to 60 days following the commencement of the second phase. The firms will charge each successful bidder a standard buyer's premium of 18% for any personal property sold, and 10% for any real property sold via the auction. Equity Partners and Heritage Global do not hold any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firms can be reached through: Kenneth W. Mann Equity Partners HG LLC 16 N. Washington Street, Suite 102 Easton, MD 21601 E-mail: KMann@EquityPartnersHG.com About Bridgeport Biodiesel 2 Pearl River, New York-based Bridgeport Biodiesel, LLC, provides renewable biodiesel fuel made from recycled cooking oil to the Tri State Area and the North Eastern Seaboard. Bridgeport Biodiesel 2, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-22244) on Feb. 11, 2018. In the petition signed by CEO Brent Baker, the Debtor disclosed $32,078 in assets and $2.4 million in liabilities. Judge Robert D. Drain presides over the case. The Debtor hired the Law Offices of Michael A. Koplen as its legal counsel. C & M AIR: BIDITUPAuction Sale of Excess Property Approved ---------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized C & M Air Cooled Engine, Inc. to employ Industrial Assets Corp., doing business as BIDITUP Auctions Worldwide, as its auctioneer to conduct an online auction of its excess at its locations in Waco, Texas and Commerce City, Colorado. The excess property of the Debtor will not include the following: (a) purchase money inventory collateral of Wells Fargo Commercial Distribution Finance, LLC; (b) purchase money inventory collateral of TCF Inventory Finance currently on TCF Inventory Finance's floorplan; (c) items claimed as owned by PNC Equipment Finance as shown on Exhibit A; and (d) purchase money inventory of Crader Distributing Company as shown on Exhibit B. The "Golf Equipment" of Wells Fargo Financing Leasing, Inc. ("WFFLI") as described in the Court's agreed order of June 8, 2018 may be sold in the auction, but in all respects will be subject to WFFLI's rights under the agreed order. BIDITUP will be entitled to charge a 15% buyer’s premium and will be entitled to reimbursement of expenses of up to $30,000 as provided in the Online and Onsite Auction Agreement dated June 15, 2018. The reimbursement of expenses not to exceed $30,000 may be made without further Court order if agreed to between the Debtor and BIDITUP. The Debtor is authorized to sell the property in the auction free and clear of all liens, claims and encumbrances. WFCDF will retain its right to credit bid with regard to the items upon which it claims a non-PMSI lien in which case BIDITUP's buyer's premium will be reduced to 7.5%; provided, that the right to credit bid will be limited to the amount of its valid, outstanding indebtedness. All valid liens of secured creditors will attach to the proceeds from the items being sold in the same extent, priority and validity as existed prior to the Petition Date. The proceeds will be held pending further Court order except as provided in the Order. The City of Waco, Waco ISD, McLennan County and Bexar County tax liens to secure payment of the 2018 taxes (in the amount of $20,312) will attach to the cash proceeds of the sale, and the tax claims will be paid at closing. In the event these taxes are not timely paid in the ordinary course prior to their delinquency, the City of Waco, Waco ISD, McLennan County and Bexar County must then be at liberty to exercise all state law collection activities, for all amounts due by the Debtor, without further recourse to the Bankruptcy Court. Furthermore, it will not be necessary for the City of Waco, Waco ISD, McLennan County and Bexar County to file any claim or request for payment of the 2018 taxes pursuant to Section 503(b)(1)(D). The stay provided for in Fed.R.Bankr.P. 6004(h) is waived and the Order will be effective immediately. About C & M Air Cooled C & M Air Cooled Engine, Inc., is a family-owned and operated company that owns a lawn and garden equipment and supplies stores based in Waco, Texas, with locations in Albuquerque, New Mexico; Commerce City, Colorado; and San Antonio, Texas. Founded in 1978, C & M offers outdoor power equipment, parts and service. C & M Air Cooled Engine sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-60249) on April 3, 2018. In the petition signed by Linda Darlyne Mathis, vice-president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Ronald B. King presides over the case. CALHOUN SATELLITE: Plan Outline Hearing Set for Aug. 30 ------------------------------------------------------- Bankruptcy Judge Thomas P. Agresti is set to hold a hearing on August 30, 2018 at 10:00 a.m. to consider approval of Calhoun Satellite Communications, Inc.'s disclosure statement to accompany its proposed plan dated June 5, 2018. August 23, 2018 is the last day for filing and serving objections to the disclosure statement. The Troubled Company Reporter previously reported that unsecured creditors will receive at least a 5% distribution on their allowed claims. Funds for planned payments will be from Proceeds of Sale of substantially all of the Debtor's assets or through successful litigation against Debtor's creditors and former owners of the business. A copy of the Disclosure Statement dated June 5, 2018 is available at: http://bankrupt.com/misc/pawb17-23389-374.pdf About Calhoun Satellite Communications Calhoun Satellite Communications, Inc. operates a satellite transmission business. Meanwhile, Transmission Solutions Group, Inc., was formed solely to hold Calhoun's stock. All of Transmission's creditors hold identical claims against Calhoun. Calhoun and Transmission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-23389) on Aug. 22, 2017. Kevin Husband, its president, signed the petitions. The Debtors estimated assets of less than $50,000 and liabilities of $1 million to $10 million. CGH CARPET: Seeks Access to Cash Collateral for Employee Benefits ----------------------------------------------------------------- CGH Carpet & Upholstery Care, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania for emergency use of cash collateral to (i) continue the Benefits Payments, the Medical Coverage, and to (ii) pay any amounts relating thereto that accrued pre-petition and accrued post-petition but related to the pre-petition period. The aggregate amount of wages to be paid on July 5, 2018 is approximately $38,300. The Debtor's Employees are eligible to participate in a 401(k) -- Employee Savings Plan. The Debtor withholds employee contributions to the Employee Savings Plan and remits this amount to M2B Retirement Consulting, LLC. Accordingly, the Debtor requests authority to maintain the Employee Savings Plan and to make any payments attributable to the Employee Savings Plan in the ordinary course of business. Additionally, the Debtor deducts certain amounts from Employees' paychecks, including, without limitation, (a) all federal, state, local and unemployment payroll taxes and the Employee's portion of FICA, (b) Employee contributions for certain Employee Benefits, (c) Employee contributions to the Employee Savings Plan, (d) legally ordered deductions such as wage garnishments, child support and tax levies, and other miscellaneous deductions ("Withheld Amounts"). The Debtor forwards the Withheld Amounts to the appropriate third-party recipients. Before the Petition Date, the Debtor may have deducted the Withheld Amounts from Employee earnings, but such funds may not have been forwarded to the appropriate third-party recipients prior to the Petition Date. Thus, the Debtor may need to deduct Withheld Amounts earned prepetition from future paychecks. The Debtor requests authority, in its sole discretion, to withhold and forward the Withheld Amounts to the appropriate third-parties. Certain of the Debtor's Employees incur business-related expenses on the Debtor's behalf. The vast majority of these expenses are charged to the Debtor's corporate credit cards, which the Debtor pays directly. However, certain of these payments are paid for directly by the Employees and are reimbursed by the Debtor ("Reimbursable Expenses"). Those Reimbursable Expenses were all incurred on the Debtor’s behalf and with the understanding that they would be reimbursed. Accordingly, to avoid harming individuals who incurred the Reimbursable Expenses, the Debtor requests authority, in its sole discretion, to (i) continue reimbursing the Reimbursable Expenses in accordance with prepetition practices, to pay all Reimbursable Expenses that accrued prepetition and accrued post-petition but relate to the prepetition period. The Debtor believes that all of the employee claims it seeks to pay are entitled to priority status under Section 507(a)(3) and Section 507(a)(4) and individually do not exceed $10,000. The Debtor would therefore likely be required to pay these claims in full to confirm a plan of reorganization. Furthermore, the vast majority of the Debtor's Employees rely exclusively on their full compensation or reimbursement of their expenses in order to continue to pay their daily living expenses. These Employees will be exposed to signification financial difficulties if the Debtor is not permitted to pay the unpaid Employee Obligations, employee Benefits and Reimbursable Expenses. Moreover, the Debtor believes that if it is unable to honor its Employee Obligations, Employee Benefits and the Reimbursable Expenses, Employee morale and loyalty will be jeopardized at a time when such support is critical. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/pawb18-22520-16.pdf About CGH Carpet & Upholstery Care CGH Carpet & Upholstery Care, Inc., is a privately-held company in Pittsburgh, Pennsylvania, that provides carpet and upholstery cleaning services. CGH Carpet & Upholstery Care sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22520) on June 22, 2018. In the petition signed by Gregory C. Heibert, president, the Debtor disclosed $353,389 in assets and $1.41 million in liabilities. Calaiaro Valencik serves as its legal counsel. Judge Thomas P. Agresti presides over the case. CHARLES K. BRELAND: Court Directs Trustee to Investigate Claims --------------------------------------------------------------- Bankruptcy Judge Jerry C. Oldshue grants in part creditors Adams and Reese, LLP, and Crimson Portfolio, LLC's motion to compel Chapter 11 Trustee to amend Debtor's statements and schedules and grants their request to investigate claims. The Court withholds ruling to proceed derivatively. If a chapter 11 trustee is appointed, and the debtor has not already filed the list, schedules, and statement, the duty to file those documents unquestionably shifts to the trustee pursuant to section 1106(a)(2). To accomplish this duty, the trustee is entitled to rely on the debtor's statutory obligation pursuant to section 521(a)(3) to "cooperate with the trustee as necessary to enable the trustee to perform [his] duties. . . ." While the trustee's duty to amend the schedules is not specifically addressed in the Code, it is only logical that where the duty to file schedules shifts to the trustee upon appointment, so would the duty to amend the schedules where the trustee’s investigation reveals amendment is necessary. Likewise, where, under the Federal Rules of Bankruptcy Procedure, the right to amend is assigned to the debtor, the Court is convinced that same right is shared by the trustee when the trustee steps into the shoes of the debtor in possession. More importantly, the Court refuses to conclude that such a right, initially assigned to a debtor by the Rules of Bankruptcy Procedure, unilaterally operates exclusive of the Bankruptcy Code to extinguish the fiduciary duty of the trustee to provide clear, accurate, and concise information to creditors through amendment of the schedules when necessary. Moreover, if a debtor is statutorily required to surrender his books and to cooperate with the trustee, and the trustee is required to file schedules where a debtor has not done so; then, by logical inference, the trustee should be required to amend those schedules when his investigation determines the information therein is incorrect. It is paramount that creditors have correct information when deciding how to proceed in a case. To allow the trustee to avoid his duty to provide accurate information is unacceptable to the Court and outside the intent of Congress. Therefore, considering the spirit of integrity, transparency and accuracy required by the Code and the fiduciary status of a chapter 11 trustee, the Court finds that an adoption of the BA's and Trustee's position would work an absurd result unintended by Congress. Thus, the Court finds that where a chapter 11 trustee has been appointed in an individual case, the duty to file and amend the list, schedules and statement affirmatively shifts to the chapter 11 trustee. Applying the relevant law set out herein to the facts at hand, it is clear that the Trustee must investigate even the shakiest of information provided to him regarding preservation of the Estate; he must amend the schedules, list and statement of affairs as necessary; and he must affirmatively detail his investigative efforts in a narrative status report as sufficient information becomes available. The Court finds that the Creditors' motion to compel is granted in part. As to the request for the Trustee to investigate and amend the schedules as necessary, the motion is granted. The Trustee is directed to investigate the claims and/or assets set forth in the Crimson Letter and to submit a narrative Status Report within 30 days of the date the next Rule 2015.3 Report is due. Going forward, the Trustee must comply with his section 1106 statutory duties. Regarding the request to proceed derivatively, the Court finds that a ruling at this time is premature, and therefore withholds a ruling. A hearing on the request to proceed derivatively, to the extent one is necessary, will be scheduled for a later date by separate order after the Court and the creditor body has reviewed the narrative status report. A full-text copy of the Court's Memorandum Opinion and Order dated July 5, 2018 is available at: http://bankrupt.com/misc/alsb16-02272-1125.pdf About Charles Breland Jr. Charles K. Breland filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016, and is represented by Eric Slocum Sparks, Esq. of Eric Slocum Sparks PC. A. Richard Maples, Jr., was appointed as Chapter 11 trustee for the Debtor. CHRYSLER LLC: Court Junks Bid to Dismiss Makenna Bennett Suit ------------------------------------------------------------- Bankruptcy Judge Stuart M. Bernstein denied FCA US LLC f/k/a Chrysler Group, LLC's ("New Chrysler") motion to dismiss the case captioned MAKENNA BENNETT, Plaintiff, v. FCA US LLC, et al., Defendants, Adv. Pro. No. 18-01035 (SMB) (Bankr. S.D.N.Y.). Plaintiff Makenna Bennett filed an action seeking, inter alia, to recover compensatory damages from New Chrysler arising from a 2015 accident involving a 2004 Dodge Durango (the "Vehicle") in which she was a passenger. New Chrysler has moved to dismiss the claims based on negligence and failure to warn as alleged in her second cause of action, arguing that they are barred by this Court's order approving the sale of substantially all of the assets of Old Carco LLC f/k/a Chrysler, LLC and its debtor affiliates free and clear of all liens, claims and interests to New Chrysler. The issue raised by the motion is whether the sale order, but more particularly the Amended Master Transaction Agreement, excludes liability for negligence. The answer requires the interpretation of the Amended MTA, which is governed by New York law. The Court finds that the motion mischaracterizes the MTA and attempts to draw a distinction between "conduct-related" liabilities and "product-related" liabilities that is not supported by the language of the Amended MTA. New Chrysler maintains that it assumed liability only for "strict product liability" claims,, but that phrase does not appear in the Amended MTA; instead, New Chrysler assumed liability for "Product Liability Claims." "Product liability" refers to the "legal theory by which liability is imposed on the manufacturer or seller of a defective product," and "can be based on a theory of negligence, strict liability, or breach of warranty." New Chrysler's interpretation of the Amended MTA ignores the phrase "other than Assumed Liabilities" which restricts the scope of "Excluded Liabilities" under section 2.09(j). Instead, New Chrysler reads section 2.09(j) to limit its liability for "Assumed Liabilities" (here, the Plaintiff's "Product Liability Claim"). (See Motion at ¶ 41 ("To the extent a liability expressly assumed in Section 2.08 overlaps with one excluded in Section 2.09, the MTA is clear and unambiguous that any liability assumed in Section 2.08 remains subordinate to the express exclusions contained in Section 2.09, along with all other provisions contained in the MTA. This is precisely opposite to the way section 2.09(j) works. While section 2.09(j) excludes certain Liabilities, the exclusion is subject to and limited by the list of Assumed Liabilities. New Chrysler's contrary interpretation leads to the absurd result that the Amended MTA excludes liabilities it expressly assumes. In short, Excluded Liabilities under section 2.09(j) are subject to and limited by the liabilities New Chrysler subsequently (and expressly) assumed under section 2.08(h) in Amendment No. 4 rather than the other way around. In addition, New Chrysler's interpretation is internally inconsistent and leads to another absurd result. Section 2.09(j), standing alone, expressly excludes liability for claims that arose from pre-Closing Date sales based on theories of strict liability as well as negligence. It does not distinguish between the two. If section 2.09(j) continues to exclude a negligence claim that nevertheless meets the definition of a "Products Liability Claim" and became an Assumed Liability under Amendment No. 4, it should also exclude a strict liability claim that otherwise meets the definition of a "Product Liability Claim." New Chrysler concedes, however, that the Plaintiff's strict liability claim (her First Cause of Action) is "product-related" and was assumed under Amendment No. 4. New Chrysler has not explained the inconsistency -- section 2.09(j) does not support it -- and neither the definition of Product Liability Claim nor the expansion of Assumed Liabilities draws a distinction between the two types of claims. Accordingly, the motion is denied, and the Second Cause of Action is transferred to the Utah District Court. The bankruptcy case is in re: In re: OLD CARCO LLC, et al., Chapter 11, Debtors, Case No. 09-50002 (SMB) (Bankr. S.D.N.Y.). A full-text copy of the Court's Memorandum Decision dated June 26, 2018 is available at https://bit.ly/2JI72Em from Leagle.com. Makenna Bennett, Plaintiff, represented by George B. Hofmann, Parsons Kinghorn Harris, & Eric S. Olson, Eisenberg Gilchrist & Cutt. FCA US, Defendant, represented by Nathan D. Alder -- nathan.alder@chrisjen.com -- Christensen & Jensen P.C., Conor P. Boyle -- boylec@hallevans.com -- Hall & Evans LLC, Zlatina Georgieva – georgieva@millercanfield.com -- Miller Canfield Paddock And Stone PLC,Brian D. Glueckstein -- gluecksteinb@sullcrom.com -- Sullivan & Cromwell LLP, Darin J. Lang , Nelson Mullins Riley & Scarborough & Sarah E. Spencer, Christensen & Jensen PC. FCA North America Holdings, Defendant, pro se. Fiat Chrysler Automobiles, Defendant, pro se. Chrysler Group, Defendant, pro se. The Chrysler Group, Defendant, pro se. Chrysler Group Corporation, Defendant, pro se. Chrysler, Defendant, pro se. Chrysler Holding, Defendant, pro se. Chrysler Motors, Defendant, pro se. Chrysler Financial Services Americas, Defendant, pro se. Chrysler Financial, Defendant, pro se. Daimler Chrysler A.G., Defendant, pro se. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. As part of that deal, Fiat acquired a 20% equity interest in Chrysler Group. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. Those loans are to be repaid with the proceeds of the bankruptcy estate's liquidation. Old Carco's Second Amendment Joint Plan of Liquidation was confirmed by the Bankruptcy Court on April 23, 2010. CKSB LLC: Sale of San Bernardino Property Partly Approved --------------------------------------------------------- Judge Scott H. Yun of the U.S. Bankruptcy Court for the Central District of California authorized in part CKSB, LLC's sale of the real property located at 295 N. Waterman Avenue, San Bernardino, California, Assessor's Parcel Number 0135-321-21-0-000, to Dhillion Investment, Inc. for $2.8 million. An initial hearing on the Motion was held on June 21, 2018 at 1:30 p.m. The hearing on the Motion is continued to July 23, 2018 at 1:30 p.m. The bidding procedures set forth in the Motion are approved as modified by the Order. The deposit amount required for overbidders is modified and will be $35,000. A copy of the Motion is available for free at: http://bankrupt.com/misc/CKSB_LLC_66_Sales.pdf About CKSB, LLC CKSB, LLC, listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 295 N. Waterman Ave San Bernardino, CA 92408, valued by the Company at $2.80 million. CKSB, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-10893) on Feb. 5, 2018. In the petition signed by Muhammad N. Atta, managing member, the Debtor disclosed $2.80 million in total assets and $4.43 million in total liabilities. On May 15, 2018, the Court appointed Satish Khosla as Broker. COMPCARE MEDICAL: PCO Files 1st Interim Report ---------------------------------------------- Tamar Terzian, duly appointed as the successor Patient Care Ombudsman for CompCare Medical, Inc., reported an initial visit that included conversation with Dr. Benton, observation of staff/patient interactions, review of records, licenses,insurance, policies, and continuing education classes, tour of office with the following results: a. Office This is a large, well-appointed medical office on the first floor of a Medical/Dental Building with a large entry/reception area, 6 exam rooms, 4 offices, supply room, laboratory, lavatory, and a closeted cabinet for sample medications. The rooms are warm, inviting, clean and provide appropriate equipment for such an office. b. Medical Records Review of the Medical Records indicated comprehensive systems review and all records are electronic. Consents, Patients' Rights, all forms are either at hand for the package given to all new patients, on line and/or available at the CompCare WEB site. c. Laboratory In order for a physician's office to perform "point of service" laboratory testing, such as a glucose check, there must be a valid Clinical Laboratory Improvement Amendments certificate (CLIA). This a current. d. Licenses/Insurance. All licenses are current e. Policies The practice has specific policies for office protocols and the handling of emergencies. Many policies available are a requirement of and from Medical Insurance Services, i.e. SCAN. For emergencies, 911 is called. No major surgical procedures are performed. f. Staff/Office Staff was very kind and attentive to patients. Office is very clean and all equipment properly tested and calibrated. Cabinet/cooler in waiting room with small bottles of water for patients and families. g. Surveys/Audits Patient satisfaction surveys are common from contracted coverage companies, the Dept. of Health (OHS), Medicare/MediCal and the results thus far at CompCare are positive with scores in the 90's. No major corrections. 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 1st Interim Report is available for free at: http://bankrupt.com/misc/cacb18-12748-71.pdf About CompCare Medical, Inc. CompCare Medical Inc., which operates a busy general medical practice with a daily patient count of 40 to 50 patients., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15707) on June 27, 2016. The petition was signed by Alphonso Benton, president. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. The Debtor is represented by Todd L. Turoci, Esq., and Julie Philippi, Esq., at The Turoci Firm, in Riverside, California. COMPCARE MEDICAL: Wants to Extend Cash Collateral Use to Sept. 30 ----------------------------------------------------------------- CompCare Medical, Inc., asks the U.S. Bankruptcy Court for the Central District of California for authority to use cash collateral under the same terms and conditions of the May 4, 2018 and the April 17, 2018 Cash Collateral Orders, retroactively from July 17, 2018 through (a) Sept. 30, 2018 or (b) until plan confirmation, whichever occur first. On April 17, 2018, the Court entered an interim order authorizing the emergency use of cash collateral retroactive to the Petition Date until the next hearing in May. On the same date, the Court also approved a Stipulation between the Debtor and the Internal Revenue Service allowing the use of cash collateral until July 16, 2018. Thereafter, on May 4. 2018, the use of cash collateral as to all Secured Creditors was extended to July 17, 2018. The Debtor submits that since the Petition Date, it has made significant progress toward reorganization. Specifically, on May 31, 2018, the Debtor filed its Chapter 11 Plan of Reorganization and Disclosure Statement. A hearing on the Motion to Approve Disclosure Statement is currently scheduled for July 17, 2018. In the meantime, however, the Debtor needs to continue operating. Since all of Debtor's receivables and accounts are security for the secured loans, the Debtor has no income that is not cash collateral. While the Debtor does not believe any secured creditor is adversely affected by the continued use of cash collateral, the Debtor is requesting the Court to extend its May 4 Order to allow the continued use of cash collateral as to all creditors who may have security interests in cash collateral under the same terms and conditions as the May 4 Order. The Debtor assures the Court that the use of cash collateral will be limited to the purposes and total amounts set forth in the budget, which contains the projected expenses that Debtor believes must be paid in order for it to operate and avoid immediate and irreparable harm to the bankruptcy estate. In addition to the expenses in the budget, the Debtor requests authority to use the cash collateral to pay the quarterly fees to the U.S. Trustee, any required fees to the Court and administrative expenses including professionals' fees -- but only as approved by the Court. Moreover, in order to protect the Debtor from fluctuations, the Debtor requests that it be permitted to have the flexibility to increase expenditures by up to 20% for any particular line item in the budget and 15% in the aggregate. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb18-12748-82.pdf About CompCare Medical CompCare Medical Inc., which operates a busy general medical practice with a daily patient count of 40 to 50 patients., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15707) on June 27, 2016. The petition was signed by Alphonso Benton, president. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. The Debtor is represented by Todd L. Turoci, Esq., and Julie Philippi, Esq., at The Turoci Firm, in Riverside, California. COMSTOCK RESOURCES: Prices Offering of $850M Unsecured Notes ------------------------------------------------------------ Comstock Resources, Inc.'s wholly-owned subsidiary, Comstock Escrow Corporation, has priced its previously announced offering of $850 million in aggregate principal amount of 9.75% new senior unsecured notes due 2026. The Senior Notes will bear interest at 9.75% per annum and will be issued at 95.988% of their face value. The sale of the Senior Notes is expected to be completed on or about Aug. 3, 2018, subject to customary closing conditions. The gross proceeds of the offering (plus an amount related to interest that will accrue on the Senior Notes through a specified date) will be deposited in an escrow account pending satisfaction of certain conditions, including the closing of the contribution of certain oil and gas assets by Arkoma Drilling, L.P. and Williston Drilling, L.P., entities owned by Jerry Jones and his family, pursuant to the Contribution Agreement entered into on May 9, 2018 between Comstock and such entities. The issuance of Comstock common stock in connection with the Jones contribution is being submitted to the Company's stockholders for approval at its upcoming annual meeting to be held on Aug. 10, 2018. Upon satisfaction of the escrow release conditions, the Company will assume the obligations under the Senior Notes, Comstock Escrow Corporation will be merged with and into the Company, with the Company as the surviving corporation, the Senior Notes will be guaranteed by each of the Company’s subsidiaries that guarantees payment of, or otherwise becomes liable with respect to, any indebtedness of the Company of any other guarantor, and the escrowed proceeds relating to the offering of the Senior Notes will be released to the Company. Upon release of the funds from escrow, the Company intends to use the net proceeds from the sale of the Senior Notes, together with borrowings under the Company's new senior secured revolving credit facility and cash on hand, to retire all of its existing debt as part of its refinancing plan and to pay fees and expenses in connection therewith. If escrow release conditions are not satisfied on or before Oct. 31, 2018, then the escrowed funds will be applied to the mandatory redemption of the Senior Notes at a price equal to 100% of the initial offering price of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Senior Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Senior Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. About Comstock Comstock Resources, Inc. (NYSE: CRK) is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. Comstock incurred a net loss of $111.4 million for the year ended Dec. 31, 2017, compared to a net loss of $135.1 million for the year ended Dec. 31, 2016. As of March 31, 2018, Comstock Resources had $910.5 million in total assets, $1.32 billion in total liabilities and a total stockholders' deficit of $409.9 million. CORBETT-FRAME INC: Seeks Continued Access to Cash Until July 31 --------------------------------------------------------------- Corbett-Frame, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Kentucky to use cash collateral as set forth on the budget, on an extended basis through July 31, 2018. The Debtor requires extended use of cash collateral through July 31 to ensure continued going-concern operations and to protect and preserve the value of the Debtor's assets and ongoing operations. The Debtor needs access to approximately $50,631 in cash to defray July 2018 operating expenses. The Debtor proposes to provide Cash Collateral Creditors with the same adequate protection as provided in previous orders including replacement liens and payment as provided on the Budget. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/kyeb17-51607-134.pdf The Budget can be viewed at http://bankrupt.com/misc/kyeb17-51607-134-bgt.pdf About Corbett-Frame Corbett-Frame, Inc., d/b/a Corbett-Frame Jewelers, owns a jewelry store in Lexington, Kentucky, offering contemporary designer collections & customized pieces. The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51607) on Aug. 9, 2017. In the petition signed by Jennifer Lykins, its president, the Debtor estimated its assets and liabilities at between $1 million and $10 million. The case is assigned to Judge Gregory R. Schaaf. Jamie L. Harris, Esq., at the Delcotto Law Group PLLC, is the Debtor's counsel. No trustee or examiner has been appointed in the Chapter 11 case, and no creditors' committee or other official committee has been appointed. DANIEL BENYAMIN: Ditech Has No Standing to Assert Claim, Ct. Rules ------------------------------------------------------------------ Bankruptcy Judge Martin Glenn sustained Debtors Daniel Benyamin and Lucy Benyamin's objection to Claim # 5-1 filed by Ditech Financial LLC for $455,424.72. The Debtors signed the promissory note, a New York Fixed Rate Note, on Dec. 3, 2003, in favor of IndyMac Bank, F.S.B. secured by a mortgage on their condominium located at 319 East 105 Street, Unit # 5E, New York, New York 10029. At some time thereafter, IndyMac endorsed the note in blank. IndyMac failed on July 11, 2008 and was taken over by the Federal Deposit Insurance Corporation. The FDIC sold most of IndyMac's assets to OneWest Bank, which was acquired by CIT Group in July 2014. No evidence has been offered that Ditech or Green Tree Servicing, LLC, with which Ditech merged in 2015, acquired assets from or had any contractual relationship with IndyMac, OneWest or CIT. No evidence has been offered to show who is in possession of the original note endorsed in blank. New York law is clear that in order to have standing to file a proof of claim, or to foreclose on a mortgage, the holder of the note endorsed in blank must offer competent proof that it possesses the note. Ditech filed the Claim on Dec. 26, 2017, without producing any proof that Ditech has the original note endorsed in blank. Despite multiple requests over many months by Debtors' counsel to Ditech and its counsel to provide evidence that Ditech holds the note, Ditech has failed to provide any proof thereof. In this case, Ditech has known for months that its proof of claim was deficient in failing to attach proof that it holds the Note. It has had ample time to provide proof but it has failed to do so. As a result, Ditech failed to make a prima facie showing of the validity of its Claim, and it failed to demonstrate that it has standing to assert the Claim against the Debtors. For these reasons, the Debtors' Objection is sustained and Ditech's Claim is expunged. A full-text copy of the Memorandum Opinion and Order dated July 2, 2018 is available at: http://bankrupt.com/misc/nysb17-12677-53.pdf Attorneys for Debtors Daniel Benyamin and Lucy Benyamin: Randy M. Kornfeld, Esq. KORNFELD & ASSOCIATES, P.C. 240 Madison Avenue, 8th Floor New York, NY 10016 Attorneys for Ditech Financial LLC: Michael A. Samuels, Esq. RAS BORISKIN LLC 900 Merchants Concourse Westbury, NY 11590 Daniel Benyamin and Lucy Benyamin sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-12677) on Sept. 25, 2017. The Debtors tapped Randy M. Kornfeld, Esq., at Kornfeld & Associates, P.C., as counsel. DEL MONTE: Bank Debt Trades at 14% Off -------------------------------------- Participations in a syndicated loan under which Del Monte Pacific Ltd. is a borrower traded in the secondary market at 85.71 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 2.49 percentage points from the previous week. Del Monte Pacific pays 325 basis points above LIBOR to borrow under the $710 million facility. The bank loan matures on February 18, 2021. 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 13. DEL MONTE: Moody's Affirms Caa1 CFR & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service, Inc. affirmed Del Monte Foods, Inc.'s Corporate Family Rating at Caa1, Probability of Default Rating at Caa1-PD/LD, first lien senior secured term loan rating at Caa1, and second lien senior secured term loan rating at Caa3. This follows the distressed exchange transactions that occurred in April and May 2018 through the purchase of $129 million of its $260 million second lien term loan by parent company, Del Monte Pacific, Ltd, at a 30% discount. Moody's considers such purchases as an event of default, although it is not a Default under DMFI's Credit Agreement. As a result, Moody's has appended a /LD (limited default) designation to Del Monte's Caa1-PD Probability of Default Rating. Moody's also affirmed the company's Speculative Grade Liquidity Rating at SGL-3 and revised the rating outlook to stable from negative. Del Monte's financial leverage remains very high, even after excluding the purchased debt. Debt / EBITDA at the end of fiscal year ending April 2018 was about 11.9x before giving effect to the debt purchases and 10.3x afterwards. This is still higher than the 9.6x reported a year ago. The increase in leverage is due to further deterioration in earnings that reflects weaker operating performance and continued category sales declines in packaged fruits and vegetables that have offset the company's market share gains. Notwithstanding, the rating outlook is stable, reflecting Moody's expectation that earnings will improve over the next year through a revamped operating plan being implemented by a recently appointed CEO and Chief Marketing Officer. The multi-year plan is focused on improving operating performance through innovation and brand support, cost reductions, and more efficient working capital usage. In the near-term, Moody's anticipates improved gross margin and operating profit, and stronger cash flows driven by inventory reductions. Sales are likely to be lower due to de-emphasis of lower margin contract sales. The SGL-3 Speculative Grade Liquidity Rating reflects improvement in the company's external sources of liquidity through a recent extension of the asset based liquidity (ABL) facility maturity date from February 2019 to November 2020. However this improvement was offset by tighter covenants that were negotiated as part of the same amendment, including a quarterly minimum LTM EBITDA test. Such earnings-sensitive covenants are not ideal for a liquidity facility because they can constrain availability when it is most needed. Del Monte Foods, Inc. Rating Affirmed: Corporate Family Rating at Caa1; Probability of Default Rating at Caa1-PD/LD; $682 million outstanding first-lien senior secured term loan due 18 Feb 2021 at Caa1 (LGD 4); $131 million outstanding second-lien senior secured term loan due 18 Aug 2021 at Caa3 (LGD 5); Speculative Grade Liquidity Rating at SGL-3. The ratings outlook is revised to stable from negative. RATINGS RATIONALE The Caa1 Corporate Family Rating reflects Del Monte's sustained high financial leverage, declining category sales volume of U.S. canned fruit and vegetables, and high execution risk related to its turnaround plan. The company's credit profile is supported by the strength of the Del Monte brand, which holds leading shares in core shelf stable vegetables, fruit, and broth. The ratings also are supported by the "covenant-lite" structure of its bank term loans that support an adequate liquidity profile. The stable outlook reflects Moody's view that Del Monte's financial leverage will remain high, but should decline over the next years as it benefits from improving profitability and reduced working capital demands. The ratings could be downgraded if Del Monte is not likely to sustain its liquidity profile over the next year, if operating performance does not improve, or if debt outstanding is not expected to decline. To warrant an upgrade, Del Monte would need to reduce debt/EBITDA below 8.0x, demonstrate its ability to generate positive operating cash flow excluding working capital reductions, and improve its overall liquidity profile. Headquartered in Walnut Creek, California, Del Monte Foods, Inc. is a manufacturer and marketer of branded and private label food products for the US and South American retail market. Its brands include Del Monte in shelf stable fruit, vegetable and tomatoes; Contadina in tomato based products; College Inn in broth products; and S&W in shelf stable fruit, vegetable and tomato products. The company generates annual sales of approximately $1.7 billion. Del Monte Foods is a wholly owned subsidiary of Philippines-based Del Monte Pacific Ltd, which is 67%-owned by NutriAsia Pacific Ltd and Bluebell Group Holdings Limited. Both of these entities are owned by the NutriAsia Group of Companies, which is majority-owned by the Campos family of the Philippines. DEX SERVICES: Sixth Interim Cash Collateral Order Entered --------------------------------------------------------- The Hon. Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas has entered a sixth order authorizing DEX Services, LLC, to use the cash collateral realized from the collection of accounts receivable on an interim basis and in accordance with and to pay the expenses set forth in the Budget. The approved Budget provides total monthly expenses of approximately $52,096 for the month of July 2018, and $53,179 for the month of August 2018. InterBank of Canadian, Texas asserts a security interest in various assets of the Debtor, including the Debtor's prepetition accounts receivable. The Internal Revenue Service has also filed federal tax liens against the Debtor and by virtue of those tax liens asserts a lien against the Debtor's assets, including the Debtor's prepetition accounts receivable. In order to allow InterBank and the IRS to properly monitor the Debtor's use of cash collateral, the Debtor agrees to provide counsel for InterBank and the IRS: (1) copies of the monthly operating reports; (2) copies of monthly bank statements; and (3) copies of any and all monthly invoices. The Debtor is required to deposit all collections from its prepetition accounts receivable into the Debtor-in-Possession Account upon opening said DIP Account at a financial institution authorized by the U.S. Trustee. The Debtor will pay out of the DIP Account only the expenses referred to in the Order. Until such time as the DIP Account is opened, the Debtor is authorized to use its current checking account at InterBank to deposit all collections and to pay its expenses by check. InterBank and the IRS are each granted a replacement lien and security interest in the Debtor's postpetition accounts receivable generated by the Debtor's oilfield services operations in an amount equal to the amount of cash collateral used in the same priority and in the same nature, extent and validity as such liens, if any, existed prepetition. The Debtor will be entitled to utilize the asserted cash collateral of the IRS and to utilize the property in which the IRS has asserted a secured interest, subject to these terms and conditions: (1) The Debtor will file all past due tax returns, if any, within 60 days if the entry of the Order and will file such return with Mikeal Smith, Bankruptcy Specialist, IRS, Insolvency Group II , Stop: MC5026DAL, 1100 Commerce St., Dallas Texas 75242. (2) The Debtor will file all postpetition federal tax returns on or before the due date and will pay any balance due upon filing of the return. Copies of these returns must be sent to: IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas Texas 75242, Telephone: (214) 413-5204, Facsimile (888) 851-1227 (3) The Debtor will, during the pendency of its bankruptcy case, provide proof of deposit of all federal trust fund taxes, sent to: IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas Texas 75242, Telephone: (214) 413-5204, Facsimile (888) 851-1227. (4) The Debtor will permit the Debtor to inspect, review, and copy any financial records of the Debtor at the IRS' expense. Any liens or claims granted to any party under the Sixth Order are not valid or enforceable in relation to any funds which do not constitute property of the Estate but which qualify as the State of Texas' Trust Funds. The Debtor will file all required tax returns and make payment of post-petition taxes owed to Comptroller on a timely basis. If the Debtor continues to operate and collect sales tax post-petition, then the Debtor will establish a separate bank account (Sales Tax Account) at an approved depository institution into which all sales taxes collected by the Debtor will be deposited. Once the Sales Tax Account is established, the Debtor will deposit all sales tax collected by it into the Sales Tax Account by transferring the sales tax collected out of its operating debtor-in-possession account. The Debtor will submit a copy (via email) of the monthly statement for the Sales Tax Account to counsel for the Comptroller at Courtney.hull@aog.texas.gov. A hearing on the Debtor's request for continued use of cash collateral is specially set on August 15, 2018 at 1:30 p.m. A full-text copy of the Sixth Order is available at: http://bankrupt.com/misc/txnb17-50242-93.pdf About DEX Services DEX Services, LLC, is a privately-held company in Canadian, Texas, operating under the "Other Professional, Scientific, and Technical Services" industry. Its principal business address is 10955 Exhibition Lane Road, Canadian, Texas, 79014, Hempill County. DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-50242) on Sept. 30, 2017. In the petition signed by managing member James Poindexter, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Brad W. Odell, Esq., at Mullin Hoard & Brown, L.L.P. DIAMOND & DIAMONDS: Aug. 29 Plan and Disclosures Hearing -------------------------------------------------------- Bankruptcy Judge Mildred Caban Flores issued an order conditionally approving Diamond & Diamonds Inc.’s disclosure statement filed on July 2, 2018. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. That any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on August 29, 2018 at 09:00 A.M. at the U.S. Bankruptcy Court, Jose V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico, About Diamond & Diamonds Inc. Diamond & Diamonds, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04882) on July 10, 2017. Magaly E. Hernandez Leon, vice-president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Hector Figueroa Vincenty, Esq., represents the Debtor as bankruptcy counsel. DIRECTVIEW HOLDINGS: Registers 60M Shares for Possible Resale ------------------------------------------------------------- DirectView Holdings, Inc. has filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the offer of an indeterminate number of shares of its common stock, which will consist of up to 60,000,000 shares of common stock to be sold by GHS Investments LLC pursuant to an Equity Financing Agreement dated July 20, 2018. If issued presently, the 60,000,000 of common stock registered for resale by GHS would represent 29.59% of the Company's issued and outstanding shares of common stock as of July 23, 2018. DirectView will not receive any proceeds from the sale of the shares of its common stock by GHS. However, the Company will receive proceeds from its initial sale of shares to GHS pursuant to the Financing Agreement. The Company will sell shares to GHS at a price equal to 80% of the lowest closing price of its common stock during the 10 consecutive trading day period beginning on the date on which the Company deliver a put notice to GHS. There will be a minimum of 10 trading days between purchases. GHS is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. DirectView's common stock is traded on OTC Markets under the symbol "DIRV". On July 22, 2018, the reported closing price for the Company's common stock was $0.0055 per share. A full-text copy of the preliminary prospectus is available for free at https://is.gd/O7AWu4 About Directview Holdings Through its subsidiaries, DirectView Holdings, Inc.'s business operates within two divisions (i) security and surveillance, and (ii) video conferencing services. The Company is headquartered in Boca Raton, Florida. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com/ DirectView incurred a net loss of $1.55 million in 2017 compared to a net loss of $4.79 million in 2016. As of March 31, 2018, DirectView Holdings had $2.65 million in total assets, $40.02 million in total liabilities and a total stockholders' deficit of $37.36 million. The report from the Company's independent accounting firm Assurance Dimensions on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company had a net loss and cash used from operations of approximately $1.5 million and $420,000, respectfully for the year ended of Dec. 31, 2017 and a working capital deficit of approximately $13 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DITECH HOLDING: Bank Debt Trades at 5% Off ------------------------------------------ Participations in a syndicated loan under which Ditech Holding Corporation is a borrower traded in the secondary market at 95.25 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.78 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 13. DIVERSE LABEL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Diverse Label Printing, LLC fdba Diverse Label Printing, Inc. fdba Diverse Label Printing Management, Inc. fdba Diversity Label and Packaging, Inc. 1626 Anthony Road Burlington, NC 27215-8979 Business Description: Diverse Label Printing, LLC, located in Burlington, North Carolina, primarily operates in the label printing industry. Chapter 11 Petition Date: July 23, 2018 Case No.: 18-10792 Court: United States Bankruptcy Court Middle District of North Carolina (Greensboro) Judge: Hon. Catharine R. Aron Debtor's Counsel: John A. Northen, Esq. NORTHEN BLUE, LLP P.O. Box 2208 Chapel Hill, NC 27514-2208 Tel: (919) 968-4441 E-mail: jan@nbfirm.com Total Assets: $15,750,989 Total Liabilities: $10,499,186 The petition was signed by Ed Bidanset, CEO. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ncmb18-10792.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Accles & Shelvoke $24,629 Email: joturner@eley.co.uk Avery Dennison $236,119 Email: Blair.swanner@averydennison.com Bank Capital Services, LLC Guaranty of $1,639,827 Attn: Officer Equipment Lease 1853 Hwy 315 Pittston, PA 18640 Joe Oots Tel: 910-344-0021 Email: ootsj@fnb-corp.com Berry Global, Inc. $109,249 Email: Brian.schell@berryglobal.com Cargill, Inc. Damages Claim $298,000 Attn: Officer PO Box 9300 Minneapolis, MN 55443-9300 Commodore Plastics, LLC $20,424 Email: j.fox@commodoresolutions.com Compass Plastics $968,879 Attn: Paul Dover 350 Wildcat Road Toronto, Ontario M3J 2N5 CANADA Paul Dover Tel: 416-633-2231 Email: pdover@polytarp.com Desiccare Inc $28,705 Email: kenb@dessicare.com Knecht North America Inc. $15,253 Email: Denise.dannecker@knecht.us N-Stock Box, Inc. $24,499 Pactiv $162,934 ProDrivers Guaranty of $25,376 amounts owed by RFS, Inc. Roto-Plate $13,086 Email: acct@roto-plate.com Sigma Supply of North America $66,794 Spinnaker Coating $91,910 Email: barryjones@springs.com Technicote $30,140 Email: dsmith@technicote.com Volk Enterprises, Inc. $24,706 Email: brussell@volkent.com WinPak, Inc. $62,409 Email: Rosalba.capellan@winpak.com XTRA Leasing Guaranty of $62,803 Amounts Owed by RFS, Inc. Zip-Net Inc. $12,636 Email: Norton.anna@hotmail.com DONCASTERS FINANCE: Bank Debt Trades at 17% Off ----------------------------------------------- Participations in a syndicated loan under which Doncasters Finance US LLC is a borrower traded in the secondary market at 82.67 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 12.06 percentage points from the previous week. Doncasters Finance pays 825 basis points above LIBOR to borrow under the $290 million facility. The bank loan matures on September 27, 2020. 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 13. DPW HOLDINGS: Files Prospectus Relating to Resale of 12.3M Shares ----------------------------------------------------------------- DPW Holdings, Inc., has filed with the Securities and Exchange Commission a Form S-3 registration statement relating to the resale or other disposition from time to time by Dominion Capital, LLC, Sichenzia Ross Ference Kesner, LLP, DiamondRock, LLC, FirstFire Global Opportunities Fund, LLC and TFK Investments, LLC of up to 12,327,847 shares of its common stock, including: (i) up to 9,333,333 shares of the Company's common stock that the Company may issue from time to time upon conversion of principal and interest under (a) a Senior Secured Convertible Promissory Note issued on May 15, 2018 in the aggregate principal amount of $6,000,000, (b) a Senior Secured Convertible Promissory Note issued on July 2, 2018 in the aggregate principal amount of $1,000,000 and (c) 400,000 shares of its common stock; (ii) 200,926 shares of the Company's common stock issued to three institutional investors pursuant to securities purchase agreements dated April 16, 2018; (iii) up to 993,588 shares of the Company's common stock issuable upon the exercise of five year warrants issued to the April 2018 Investors; and (iv) 1,400,000 shares of the Company's common stock issued to a vendor in consideration for services provided to the Company. The selling stockholders may from time to time, sell, transfer, or otherwise dispose of any or all of the shares of common stock being registered from time to time on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. DPW Holdings is not offering any shares of its common stock for sale under this prospectus. The Company will not receive any of the proceeds from the sale of common stock by the selling stockholder. All expenses of registration incurred in connection with this offering are being borne by the Company. All selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders. The Company's common stock is quoted and traded on the NYSE American under the symbol "DPW." On July 20, 2018, the last reported sale price of its common stock as reported on the NYSE American was $0.54 per share. A full-text copy of the prospectus is available for free at: https://is.gd/m16lpq About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company with a growth strategy of acquiring undervalued assets, disruptive technologies, sustainable solutions, and exciting ventures for incubation and development to their full potential for long-term growth and investor returns. DPW, through its wholly-owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing technology-based solutions for critical applications and lifesaving services, in which innovation is the main driver. Coolisys serves the defense, aerospace, naval, homeland security, medical, telecom, datacom, and industrial markets. DPW Holdings incurred a net loss of $10.89 million in 2017 following a net loss of $1.12 million in 2016. As of March 31, 2018, DPW Holdings had $38.49 million in total assets, $16.66 million in total liabilities and $21.83 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ECS REFINING: Authorized to Use Cash Collateral on Final Basis -------------------------------------------------------------- The Hon. Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California has signed a final order granting the third emergency motion of W. Donald Gieseke, the Chapter 11 trustee for ECS Refining, Inc., for an Interim order authorizing the use of cash collateral Pursuant to 11 U.S.C. Section 363 on a final basis. A copy of the Order is available at http://bankrupt.com/misc/caeb18-22453-231.pdf About ECS Refining Inc. ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full suite of IT asset management and disposition solutions. It provides national brand protection solutions for environmental services, IT asset management, data protection and end-of-life electronic recycling services. ECS was founded in 1980 by Jim and Ken Taggart as a processor of post-manufacturing scrap and residues for OEMs in the Silicon Valley. As the electronics industry enjoyed rapid growth and manufacturing operations were outsourced to other parts of the world, ECS adapted by shifting its focus to processing post-consumer electronics. The company has locations in Rogers, Arizona; Santa Clara, California; Santa Fe Springs, California; Stockton, California; Columbus, Ohio; Medford, Oregon; Portland, Oregon; and Mesquite, Texas. ECS Refining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In the petition signed by Jack Rockwood, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. The Debtor tapped Snell & Wilmer LLP as its legal counsel; Ringstad & Sanders LLP as special counsel; and MCA Financial Group, Ltd., as its financial advisor. W. Donald Gieseke was appointed as the Chapter 11 Trustee. The Trustee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP as his legal counsel. ELECTRO RENT: Moody's Affirms B3 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed all ratings of Electro Rent Corporation: Corporate Family Rating at B3, Probability of Default Rating at B3-PD, B2 rating on its first lien credit facilities and Caa2 rating on its second lien term loan. The ratings outlook is stable. Proceeds from the incremental term loans will be used to fund an acquisition. Affirmations: Issuer: Electro Rent Corporation Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 $85mm Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) $501mm Gtd Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) $161mm Gtd Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD5, from LGD6) Outlook Actions: Issuer: Electro Rent Corporation Outlook, Remains Stable RATINGS RATIONALE The affirmation of the upsized first lien term loan at B2, one notch above the CFR, reflects the priority of claim of the first lien term loan in Electro Rent's capital structure with good debt cushion from the $161 million second lien term loan. The affirmation of B3 CFR reflects Electro Rent's small size (approximately $320 million in pro forma revenue) and significant debt balance. At transaction close, Electro Rent's debt to revenue is expected to exceed 200%. Despite that the planned acquisition fits in with the company's long-term growth strategy, Moody's believes near-term revenue growth will continue to be challenged, as the company works to convince companies to lease testing equipment instead of owning. Debt to EBITDA is expected to be in the mid 5x by year end 2018 (after Moody's standard adjustments), and slowly decrease to low 5x as the company executes various cost saving initiatives. The ratings also incorporate its expectation for significant capital expenditures and meaningful customer concentration. Free cash flow is expected to be slightly negative for 2018 as the company increases its equipment fleet to prepare for future rental opportunities, before turning positive in 2019. Electro Rent's liquidity profile is considered to be adequate, supported by an $85 million revolving credit facility due 2022 and expectations of improving cash flow generation, despite minimal cash holding on hand. Moody's expects Electro Rent's free cash flow to turn positive in 2019. The revolving credit facility has a springing total net leverage ratio of 5x when revolver borrowings exceed 35% of the commitment. Moody's expects usage to be minimal and Electro Rent to be in compliance with covenants. The stable rating outlook reflects expectations for mid-single digits organic revenue growth and continuing margin improvement as various cost reduction initiatives are put in place. The stable outlook also incorporates the view that there will not be another large debt-funded dividend transaction in the near term before debt to EBITDA improves substantially. The ratings could be upgraded if Moody's adjusted debt to EBITDA improved to under 4x and pretax income as a percentage of sales exceeded 7% on a sustainable basis with ongoing positive revenue growth. Given the company's small size, improving EBITDA margins could support positive rating traction. The ratings could be downgraded if Moody's expects debt to EBITDA to trend towards 6x, or EBITDA to interest falling below 2x. A large dividend funded by debt or asset sales could also drive the ratings down. Deterioration of the company's adequate liquidity profile, evidenced by prolonged periods of negative free cash flow or increasing dependency on the currently undrawn revolving credit facility could also pressure the ratings. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. Electro Rent Corporation, headquartered in Van Nuys, CA, is a specialized test and measurement (T&M) equipment rental company. The company rents, leases, and sells T&M equipment, such as Oscilloscopes, Network Analyzers, Wireless Telecom Testers, to customers across aerospace and defense, telecom, industrial and IT end-markets in the U.S. and Europe. The company is controlled by Platinum Equity. Revenues for the LTM ended March 31, 2018 were approximately $300 million. ELECTRO RENT: S&P Alters Outlook to Negative & Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based Electro Rent Corp. and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on Electro Rent's first-lien credit facility with a '3' recovery rating. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. We also affirmed the 'B-' issue-level rating on the company's second-lien term loan with a '5' recovery rating. The '5' recovery rating indicates our expectation of modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. "The negative outlook reflects the company's increased leverage following the proposed acquisition and weaker-than-expected profitability due to recent transition and restructuring costs. We believe the acquisition transaction indicates a more aggressive financial policy from Electro Rent and its financial sponsor Platinum Equity LLC due to the complete reliance on debt to fund the purchase. In addition, Electro Rent paid a debt-financed dividend less than a year ago in late 2017, which also modestly increased leverage. We expect that, because of the proposed acquisition transaction, debt to EBITDA will initially be above our 6.5x downgrade threshold, but that it will decline to the mid-6x range by the end of 2019 if the company successfully integrates the target's business operations, reduces transition and restructuring costs, and continues to improve profitability (as measured by its EBITDA margin). As a result, we believe there is very limited cushion for additional debt-financed acquisitions, distributions to shareholders, or weak profitability over the next 12-18 months. "The negative outlook on Electro Rent reflects our expectation that the proposed debt-financed acquisition and additional transition and restructuring costs could constrain the company's ability to reduce its leverage below 6.5x over the next 12-18 months. "We could lower our rating on Electro Rent by one notch if the company's operating performance declined due to lower demand for equipment rentals, the loss of key customers, or if the costs of restructuring and transition continue to be elevated such that its adjusted debt-to-EBITDA metric remains above 6.5x over the next 12 months. We could also lower our rating if the company pursues additional debt-financed acquisitions or shareholder returns that results in leverage above 6.5x on a sustained basis. "We could revise our outlook on Electro Rent to stable over the next year if the company demonstrates its ability to integrate the proposed acquisition and improves its operating profitability such that we expect leverage to be sustained below 6.5x." EVERGREEN INFORMATION: Taps Axelson Williamowsky as Legal Counsel ----------------------------------------------------------------- Evergreen Information Technology Services, Inc., received approval from the U.S. Bankruptcy Court for the District of Maryland to hire Axelson, Williamowsky, Bender & Fishman, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Axelson will charge an hourly fee of $281.50 for its services. The firm received $11,717 from the Debtor. Justin Reiner, Esq., a partner at Axelson, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Axelson can be reached through: Justin M. Reiner, Esq. Axelson, Williamowsky, Bender & Fishman, P.C. 1401 Rockville Pike, Suite 650 Rockville, MD 20852 Phone: (301) 738-7679 Fax: (301) 424-0124 Email: jmr@awbflaw.com About Evergreen Information Technology Services Evergreen Information Technology Services, Inc., based in Laurel, Maryland, offers an array of IT services and solutions including Continuity of operations Planning (COOP), Risk Assessment, Disaster Recovery, Network Operations Support, Migration from Legacy Systems, Service Desk and End-User Support, IT Service Management, IT Program Management, E Governance, Cabling Inside/Outside Plant, VoiP, and A/V VTC Systems. Evergreen Information Technology Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-17749) on June 7, 2018. In the petition signed by its president Terrance Martin, the Debtor disclosed total assets of $231,861 and $1.84 million in debt. The Debtor is represented by Justin M. Reiner, Esq., at Axelson, Williamowsky, Bender & Fishman, P.C. EZTOPELIZ LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Eztopeliz, LLC as of July 23, according to a court docket. About Eztopeliz Eztopeliz, LLC, a real estate company, owns in fee simple a property located at 4600 & 4650 Dixie Hwy NE, Port Malabar Unit 1, with two parcels of vacant land located in Palm Bay, Florida. The Property is valued by the company at $5 million. Eztopeliz, LLC, based in Cocoa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-03486) on June 12, 2018. In the petition signed by Jeffrey C. Unnerstall, managing member, the Debtor estimated $5 million in assets and $1.81 million in liabilities. David R. McFarlin, Esq., at Fisher Rushmer, P.A., serves as bankruptcy counsel to the Debtor. FANTASY JEWELRY: Sept. 12 Plan Confirmation Hearing --------------------------------------------------- Bankruptcy Judge Mildred Caban Flores conditionally approved Fantasy Jewelry Trading Inc.'s disclosure statement in connection with its plan of reorganization filed on April 6, 2017. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on Sept. 12, 2018 at 09:00 A.M. at the U.S. Bankruptcy Court, José V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. About Fantasy Jewelry Fantasy Jewelry Trading Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 15-09021) on November 13, 2015. Paul James Hammer, Esq., at Estrella, LLC as bankruptcy counsel. FLORA FOOD: Bank Debt Trades at 2% Off -------------------------------------- Participations in a syndicated loan under which Flora Food Group is a borrower traded in the secondary market at 97.60 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.66 percentage points from the previous week. Flora Food pays 400 basis points above LIBOR to borrow under the $700 million facility. The bank loan matures on March 7, 2025. Moody's gave no ratting to the loan and Standard & Poor's gave no 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. FLORIDA PAVEMENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Affiliated companies that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Florida Pavement Coatings, Inc. 18-06062 dba SealMaster 4901 30th Ave. South Tampa, FL 33619 South Florida Pavement Coatings, Inc. 18-06064 4901 30th Ave. South Tampa, FL 33619 Business Description: Florida Pavement Coatings, Inc. is a manufacturer of asphalt felts and coatings headquartered in Tampa, Florida. South Florida Pavement Coatings is in the lacquers, varnishes, enamels, and other coatings business. Chapter 11 Petition Date: July 23, 2018 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Edward J. Peterson, III, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 Email: epeterson@srbp.com Each Debtor's Estimated Assets: $1 million to $10 million Each Debtor's Estimated Debt: $1 million to $10 million The petitions were signed by Gregory Polk, president. A copy of Florida Pavement's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-06062_creditors.pdf A copy of South Florida Pavement's list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-06064_creditors.pdf A full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flmb18-06062.pdf http://bankrupt.com/misc/flmb18-06064.pdf FREDERICK ALDERSON: $1.4M Sale of Mt. Pleasant Property Approved ---------------------------------------------------------------- Judge John E. Waites of the U.S. Bankruptcy Court for the District of South Carolina authorized Frederick S. Alderson's private sale of interest in the real property located at 218 North Shelmore Blvd., Mt. Pleasant, South Carolina to Neill Roderick McGeachy, III and Joan Williams McGeachy, or their assigns, for $1,420,000. A hearing on the Motion was held on July 12, 2018 at 10:30 a.m. The sale is free and clear of liens. The liens claimed by Wells Fargo will be paid upon the sale of said property. The case is In re Frederick S. Alderson (Bankr. D.S.C. Case No. 18-01358). GADFLY ENTERPRISES: Court Rejects Proposed Plan Outline ------------------------------------------------------- Bankruptcy Judge Lori Simpson entered an order denying approval of Gadfly Enterprises, Inc., t/a Super Cleaners USA's disclosure statement to accompany its plan of reorganization filed on May 8, 2018 with leave to amend. The Troubled Company Reporter previously reported that unsecured creditors will receive $10,000 over five years under the Debtor's proposed plan. About Gadfly Enterprises d/b/a Super Cleaners USA Gadfly Enterprises Inc., doing business as Super Cleaners USA, is a family-owned business that provides drycleaning and laundry services serving Maryland and Washington, D.C. for over 20 years. Super Cleaners -- https://supercleanersusa.com/ -- also offers tailoring & alterations, shoes & leather and household items cleaning. Gadfly Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-10270), on Jan. 8, 2018. The petition was signed by James M. Kanski, president. The Debtor is represented by Augustus T Curtis, Esq., at Cohen, Baldinger & Greenfeld, LLC. At the time of filing, the Debtor had $62,685 in total assets and $1.19 million in total liabilities. The Office of the U.S. Trustee on Feb. 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Gadfly Enterprises Inc., d/b/a Super Cleaners, USA. GARCES RESTAURANT: Committee Taps Bederson as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Garces Restaurant Group, Inc., received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Bederson LLP as its accountant and financial advisor. The firm will assist the committee in reviewing financial information prepared by Garces Restaurant and its affiliates; provide financial analysis related to any potential sale of the Debtors' assets; participate in any investigation that may be undertaken related to the Debtors' pre-bankruptcy acts and financial condition; review proposed transactions for which the Debtors seek court approval; and provide other services related to the Debtors' Chapter 11 cases. The firm will charge these hourly rates: Partners $390 to $515 Outside Consultant $300 Directors $325 Managers $305 Tax Manager $280 Supervisor $265 Senior Accountants $265 Technology IT Director $200 Semi Senior Accountants $240 Staff Associate $170 Para-Professionals $170 Sean Raquet, a partner at Bederson, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sean Raquet Bederson LLP 347 Mt. Pleasant Avenue, Suite 200 West Orange, NJ 07052 Tel: 973-530-9128 E-mail: sraquet@bederson.com About Garces Restaurant Group Garces Restaurant Group, Inc., which conducts business under the name Garces Group, is a Philadelphia-based hospitality group operating more than a dozen restaurants from Philadelphia to New York City, including Amada, Distrito, Tinto, Village Whiskey, Garces Trading Company, JG Domestic, Volver, The Olde Bar, Buena Onda, Ortzi, a Spanish Basque-inspired restaurant, at the new LUMA Hotel Times Square and three restaurants, Okatshe, Olon and Bar Olon at Tropicana Atlantic City. Garces Events is a full-service catering and event division with exclusive venues such as Kimmel Center for the Performing Arts, Cira Centre and CHUBB Hotel & Conference Center, among others. The group also offers additional services through the Garces Foundation, a philanthropic organization dedicated to Philadelphia's underserved immigrant community; and Luna Farm, Chef Garces' 40-acre farm in Bucks County, Pennsylvania. Garces Restaurant Group and 18 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-19054) on May 2, 2018. In the petitions signed by John Fioretti, interim CEO, Garces Restaurant estimated assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. Judge Jerrold N. Poslusny Jr. presides over the cases. The Debtors tapped Porzio, Bromberg & Newman, P.C., as their legal counsel; Eisneramper LLP as financial advisor; and Cohnreznick Capital Market Securities, LLC, as investment banker and placement agent. Omni Management is the claims agent. GEOKINETIKS INC: SAExploration Enters Into Agreement to Buy Assets ------------------------------------------------------------------ SAExploration Holdings, Inc. on July 20, 2018 disclosed that the United States Bankruptcy Court for the Southern District of Texas, Houston Division, entered an order approving the previously announced Asset Purchase Agreement, dated June 26, 2018, between its wholly owned subsidiary, SAExploration, Inc. ("SAE" or the "Company"), and Geokinetics, Inc. ("GEOK") and certain of its subsidiaries, debtors and debtors-in-possession, pursuant to which the Company will acquire certain of GEOK's assets. In anticipation of the closing of the acquisition, which the Company expects to occur on or around July 24, 2018, SAE has reached an agreement in principal with certain of its existing lenders to fund $25 million in aggregate principal amount of borrowings, which would be secured by the acquired assets. The Company intends to use the new borrowings to finance the purchase price of the acquisition of GEOK's assets and to pay related transaction costs. Upon the successful closing of this transaction, SAE will acquire certain of GEOK's assets, including equipment and machinery, seismic processing software and equipment and certain contracts with large exploration and production companies. Jeff Hastings, Chairman and CEO of SAE, commented, "We are pleased to have received the Court's approval of the sale. We have been working earnestly to ensure a smooth integration of these complementary assets upon closing and look forward to creating relationships with new customers, further expanding relationships with many of our existing customers and welcoming certain of the existing employees of GEOK to our team in the near future. We are also appreciative of the willingness of our senior lenders to support the acquisition by providing the necessary short-term financing to capture the opportunity. We expect the acquisition to provide SAE with access to new markets and to be accretive to future earnings and cash flow." For additional information on the Asset Purchase Agreement, please refer to SAE's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2018. Additional details on any new developments discussed herein which have not yet been disclosed elsewhere, will be disclosed in ordinary course according to applicable disclosure requirements. About SAExploration Holdings, Inc. SAE -- http://www.saexploration.com-- is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South America, Southeast Asia and West Africa. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of logistical support and in-field data processing services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. Operations are supported through a multi-national presence in Houston, Alaska, Canada, Peru, Colombia, Bolivia, Brazil and New Zealand. About Geokinetiks Inc. Geokinetics Inc. -- http://www.geokinetics.com/-- is an independent land and seafloor geophysical company. Headquartered in Houston, Texas, Geokinetics specializes in acquiring and processing seismic data in challenging environments worldwide. Geokinetics' Multi-Client team has developed more than 7,000 square miles of 3D library data. On June 25, 2018, Geokinetics Inc. and 8 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-33410). The cases are pending before the Honorable David R. Jones. GOK estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Debtors tapped Porter Hedges LLP as counsel; FTI Consulting, Inc., as financial advisor; and Prime Clerk LLC as claims andnotice agent. GOMEZ RENTALS: Taps Angstman Johnson as Legal Counsel ----------------------------------------------------- Gomez Rentals, LLC has tapped Angstman Johnson to serve as its legal counsel in connection with the Chapter 11 case it filed in the U.S. Bankruptcy Court for the District of Idaho. The firm will assist the Debtor in the preparation of a plan of arrangement; review claims of creditors; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $195 to $325 for attorneys and from $95 to $130 for paralegals. Matthew Christensen, Esq., a partner at Angstman Johnson, disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. Angstman Johnson can be reached through: Matthew T. Christensen, Esq. Angstman Johnson 3649 N. Lakeharbor Lane Boise, ID 83703 Phone: (208) 384-8588 Fax: (208) 853-0117 Email: mtc@angstman.com About Gomez Rentals LLC Gomez Rentals, LLC is a lessor of real estate that owns in fee simple 40 acres of land in Waftord City, North Dakota, valued at $2.2 million and multiple parcels of land at 299 Addison Ave. W., Twin Falls, Idaho, valued at $1.19 million. Gomez Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40503) on June 11, 2018. In the petition signed by John J. Gomez, member, the Debtor disclosed $3.67 million in assets and $4.64 million in liabilities. Judge Joseph M. Meier presides over the case. GOODRICH PETROLEUM: FFL Can't Dissolve Settlement Agreement ----------------------------------------------------------- In the appeals case captioned FALLON FAMILY, L.P., Appellant, v. GOODRICH PETROLEUM CORPORATION; GOODRICH PETROLEUM COMPANY, L.L.C., Appellees, No. 17-20278 (5th Cir.), the U.S. Court of Appeals, Fifth Circuit, affirms the judgment of the bankruptcy court ruling in favor of Goodrich. In 2014, appellant Fallon Family, L.P., as part of a settlement agreement with appellees Goodrich Petroleum Corporation and Goodrich Petroleum Company, L.L.C., executed a ratification of a previously disputed mineral lease in favor of Goodrich. In March 2016, Goodrich filed a Chapter 11 bankruptcy proceeding. Although the settlement agreement required Goodrich to make substantial cash payments over time to the Fallon Family, the recorded ratification of the lease did not reflect this fact but only indicated that good and sufficient consideration had been paid for the ratification. The Fallon Family argued that because the bankrupt Goodrich failed to make payments under the promissory note made part of the settlement agreement, the Fallon Family had the right to dissolve the settlement agreement on grounds of non-payment, thus divesting Goodrich of its interest in the lease. The Court agrees with the bankruptcy court that when Goodrich filed for bankruptcy, the debtor-in-possession became vested under 11 U.S.C. section 544(a) with all the rights and powers of a bona fide purchaser of the real property rights of Goodrich, including the ratified lease. The lease as ratified may not be dissolved for nonpayment of the obligations in the settlement agreement because the public record reflects that consideration had been fully paid, and a third party was not placed on notice of the remaining payments. Because the language in the lease ratification represents to a third person that consideration had been fully paid, Goodrich is shielded from the effects of dissolution. The Court, therefore, affirms. A full-text copy of the Court's Decision dated June 27, 2018 is available at https://bit.ly/2uEHun1 from Leagle.com. Roger Joseph Naus -- rnaus@wwmlaw.com -- for Appellant. John Stephen Hodge -- jhodge@wwmlaw.com -- for Appellant. John Tucker Kalmbach, for Appellee. Frank Converse Brame, for Appellee. Seth Michael Moyers -- smoyers@wwmlaw.com -- for Appellant. Bradley Roland Foxman, for Appellee. About Goodrich Petroleum Goodrich Petroleum Corporation is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale, and (iii) South Texas, which includes the Eagle Ford Shale Trend. Goodrich Petroleum and its subsidiary Goodrich Petroleum Company, L.L.C., filed voluntary petitions on April 15, 2016 (Bankr. S.D. Tex.) to pursue a pre-packaged Chapter 11 plan of reorganization. The Debtors have filed a motion with the Court seeking joint administration of the Chapter 11 Cases under the caption In re Goodrich Petroleum Corporation, et al. (Case No. 16-31975). Goodrich estimated $50 million to $100 million in assets and $500 million to $1 billion in liabilities. The petition was signed by Robert C. Turnham, Jr., president and chief operating officer. Bankruptcy Judge Marvin Isgur presides over the case. Bradley Roland Foxman, Esq., Garrick Chase Smith, Esq., Harry A. Perrin, Esq., David S. Meyer, Esq., and Lauren R. Kanzer, Esq., at Vinson & Elkins LLP, serve as the Debtors' counsel. Lazard Freres & Co. LLC, serves as the Debtors' investment banker while BMC Group, Inc., serves as notice, claims and balloting agent. The Office of the U.S. Trustee on April 27 appointed six creditors of Goodrich Petroleum Corporation to serve on an Official Committee of Unsecured Creditors. The Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Opportune LLP as its financial advisor. GULF FINANCE: Bank Debt Trades at 12% Off ----------------------------------------- Participations in a syndicated loan under which Gulf Finance LLC is a borrower traded in the secondary market at 87.63 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 1.67 percentage points from the previous week. Gulf Finance pays 525 basis points above LIBOR to borrow under the $1.15 billion facility. The bank loan matures on August 25, 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 13. GV HOSPITAL: PCO Files Supplemental Report on Equipment Replacement ------------------------------------------------------------------- Susan N. Goodman, RN JD, as the Patient Care Ombudsman for GV Hospital Management, LLC, filed a supplemental report relating to the replacement of hospital equipment. The Stipulated Order Expanding Patient Care Ombudsman Duties to Include Review of the Sale Process was added on January 19, 2018. For simplicity, the ombudsman will collectively refer to both roles as PCO. PCO filed six interim reports focused on patient care assessments, one supplemental report focused on review of the then proposed sale process, and, most recently, the Patient Care and Consumer Privacy Ombudsman's Review of Proposed Hospital Equipment Replacement. PCO comes now and submits this supplemental report after further engagement regarding equipment replacement, particularly in light of the Stipulation Concerning SQN Collateral filed with this Court on June 8, 2018. The PCO engaged with Lateral personnel and counsel, current and anticipated site leadership, and Lateral-engaged consultants to analyze and discuss the operational logistics surrounding replacement of the Exhibit A Equipment, with particular focus on the clinical laboratory coagulation analyzer. Further, current and incoming site leadership, PCO, and the consultants engaged directly with service line leadership including pharmacy, materials management, clinical laboratory, and facilities. Importantly, service line leadership reported feeling comfortable with the proposed plan to replace Exhibit A Equipment. A full-text copy of the PCO's Supplemental Report is available for free at: http://bankrupt.com/misc/azb17-03351-833.pdf About GV Hospital Management LLC Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is a licensed and general acute care hospital open 24 hours a day, seven days a week. It cost more than $75 million to construct and equip. The facility opened in May of 2015. The hospital is a 49-bed general acute care hospital with a 12-bed emergency department. The hospital currently has 337 employees and has credentialed over 232 physicians on its medical staff. GV Hospital Management, LLC dba Green Valley Hospital, and its affiliates Green Valley Hospital, LLC dba Green Valley Hospital and GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on April 3, 2017. Grant Lyon, chairman of the Board, signed the petitions. The cases are jointly administered. GV Hospital Management estimated $50 million to $100 million in assets and liabilities. Green Valley Hospital estimated $1 million to $10 million in assets and up to $100 million in liabilities. GV II Holdings estimated under $1 million in assets and $50 million to $100 million in liabilities. The cases are assigned to Judge Scott H. Gan. The Debtors are represented by S. Cary Forrester, Esq., and John R. Worth, Esq., at Forrester & Worth, as bankruptcy counsel. The Debtors hired Edwards Largay Mihaylo & Co., PLC as tax accountant. The Office of the U.S. Trustee on May 17 appointed an official committee of unsecured creditors. The committee hired Perkins Coie LLP as bankruptcy counsel. Susan N. Goodman, RN JD, was appointed Patient Care Ombudsman for GV Hospital Management, LLC. HDJ & J HOLDINGS: Taps SJH Tax as Accountant -------------------------------------------- HDJ & J Holdings, LLC has tapped SJH Tax and Accounting Solutions to represent the company as accountant in the Chapter 11 case it filed in the U.S. Bankruptcy Court for the Middle District of Florida. The firm will assist the Debtor in completing unfiled tax returns. Scott Hennon, president of SJH and the accountant who will be providing the services, will charge an hourly fee of $175. Mr. Hennon disclosed in a court filing that he does not represent any interest adverse to the Debtor and its estate or creditors. SJH can be reached through: Scott Hennon SJH Tax and Accounting Solutions 11555 Central Parkway, Suite 704 Jacksonville, FL 32224 Email: (904) 743-4533 About HDJ & J Holdings HDJ & J Holdings, LLC, is the fee simple owner of a real property located at 7645 Merrill Road, Jacksonville, Florida, valued by the company at $2.91 million and a parcel of land located at 7663 Merrill Road, Jacksonville, Florida, valued by the company at $176,962. The company posted gross revenue of $424,990 in 2017 and gross revenue of $601,783 in 2016. HDJ & J Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00997) on March 29, 2018. In the petition signed by Hayssam B. Yazji, member manager, the Debtor disclosed $3.09 million in assets and $4.58 million in liabilities. The Law Offices of Jason A. Burgess, LLC, serves as its legal counsel. HELIOS AND MATHESON: Stockholders OK Authorized Common Stock Hike ----------------------------------------------------------------- Helios and Matheson Analytics Inc. held a special meeting of stockholders on July 23, 2018, at which the stockholders: (a) approved, to the extent required by Nasdaq Listing Rule 5635, the issuance of shares of Common Stock upon conversion of the senior convertible notes issued to an institutional investor on Jan. 23, 2018 in accordance with the terms of those notes. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class on this proposal; (b) approved the amendment of the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock from 500,000,000 to 5,000,000,000 and to increase the total number of authorized shares of capital stock from 502,000,000 to 5,002,000,000. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class; holders of shares of Common Stock voted separately as a single class; and holders of shares of Preferred Stock voted separately as a single class on this proposal; and (c) approved the amendment of the Company's Certificate of Incorporation to effect a one-time reverse stock split of the Company's Common Stock, at a ratio of 1 share-for-2 shares up to a ratio of 1 share-for-250 shares, such ratio to be selected by the Company's Board of Directors and set forth in a public announcement. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class; and holders of shares of Preferred Stock voted separately as a single class on this proposal. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, the Company has sought to expand its business primarily through acquisitions that leverage its capabilities and expertise. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "HMNY". Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. As of March 31, 2018, the Company had $177.1 million in total assets, $179.86 million in total liabilities and a total stockholders' deficit of $2.76 million. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. HEMOLIFE MEDICAL: $1.3M Sale of All Assets to Clarrence AG Approved ------------------------------------------------------------------- Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central District of California authorized Hemolife Medical, Inc.'s sale of substantially all assets to Clarrence AG for $1.29 million. A hearing on the Motion was held on June 26, 2018 at 1:30 p.m. Upon the Closing, the Credit Bid portion of the Purchase Price will be applied and will constitute a complete satisfaction of all outstanding indebtedness owing by the Debtor to the Purchaser as of the Closing, and will constitute a complete extinguishment of the Purchaser's postpetition liens and security interests on the Purchased Assets. Upon the Closing, the Purchaser will have no outstanding claim against the Debtor, and the Debtor will not owe Purchaser any further indebtedness. The Purchaser will fund the payment of the Cash Payment at the Closing into the Trust Account maintained by the Debtor's bankruptcy counsel, Levene, Neale, Bender, Yoo & Brill L.L.P., which will serve as the Escrow Agent for the Transaction. The Trust Account will be maintained by Escrow Agent at First RepublicBank and will be in compliance with the provisions of 11 U.S.C. Section 345. Other than (i) payments of Cure Amounts, (ii) the agreed upon payments to holders of Pre-Petition Secured Debt, (iii) any fees owing to the Bankruptcy Court or the United States Trustee, (iv) any payments required to effectuate the Closing, (v) the success fee in the amount of $4,500 entitled to be paid to Sherwood Partners, Inc. as the Debtor's sales agent under the approved terms and conditions of Sherwood's employment as set forth in the emergency application to employ Sherwood filed as Docket No. 10, and (vi) payments to an outside attorney service for regular postage, copying, service, filing, or recording costs associated with the Bankruptcy Case, the Escrow Agent will not disburse any of the Cash Payment absent a further order of the Bankruptcy Court authorizing such disbursement. Upon the Closing, the Debtor is authorized and directed to assume, assign, and/or transfer each of the Assumed Contracts to the Purchaser. At the Closing, the Escrow Agent will pay out of the Cash Payment the Cure Amounts (if any) for the Assumed Contracts. As part of the Closing or as soon thereafter as possible, the Escrow Agent is authorized to pay the agreed to secured claim amounts owing to the holders of the Pre-Petition Secured Debt from the Cash Payment received by the Escrow Agent from the Purchaser without a further Court order. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014, if applicable, or any other Local Bankruptcy Rule or otherwise, the Sale Order will not be stayed for 14-days after the entry hereof, but will be effective and enforceable immediately upon entry pursuant to Bankruptcy Rule 6004(h) and 6006(d). Time is of the essence in approving the Transaction (including the transfer and the sale of the Purchased Assets). About Hemolife Medical Hemolife Medical, Inc., is a privately-held company in Woodland Hills, California, that operates in the health care industry. Hemolife Medical sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11009) on April 23, 2018. In the petition signed by CEO Troy Barring, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Martin R. Barash presides over the case. HI-CRUSH PARTNERS: Moody's Ups CFR to B2 & Rates $450MM Notes B3 ---------------------------------------------------------------- Moody's Investors Service upgraded Hi-Crush Partners LP's Corporate Family Rating ("CFR") to B2 from B3 and the Probability of Default Rating to B2-PD from B3-PD. At the same time, Moody's assigned a B3 rating to Hi-Crush's proposed $450 million senior unsecured notes due 2026. The Speculative Grade Liquidity Rating is affirmed at SGL-2. The rating outlook is stable. The LP intends to use the proceeds from the notes offering to refinance its $200 million term loan credit facility, fund the cash purchase price of the FB Industries acquisition, capital expenditures related to expanded sand production, and the balance for general partnership purposes. The following rating actions were taken: Affirmations: Issuer: Hi-Crush Partners LP Speculative Grade Liquidity Rating, Affirmed SGL-2 Assignments: Issuer: Hi-Crush Partners LP Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4) Upgrades: Issuer: Hi-Crush Partners LP Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 The following rating remains unchanged: Issuer: Hi-Crush Partners LP Senior Secured Term Loan B unchanged at B3 (LGD3) Outlook Actions: Issuer: Hi-Crush Partners LP Outlook, Remains Stable RATINGS RATIONALE The ratings upgrade reflects improvement in key credit metrics and its expectation that industry conditions will continue to improve in 2018 and 2019 on the strength of frac sand demand and increasing volumes. Adjusted operating margin improved to 22.3% for the 12 months ended March 31, 2018 from -13.0% for the year ended 2016. Adjusted EBIT to interest expense improved to 8.3x from -1.1x and adjusted debt-to-EBITDA declined to 1.4x from 31.8x over the same period. Moody's expects adjusted operating margin to increase above 26%, adjusted EBIT to interest expense to increase to approximately 7.6x and adjusted debt-to-EBITDA to decline to approximately 2.0x by year end 2018, which accounts for the new debt and only a partial year of EBITDA from the funded acquisitions. Hi-Crush's credit profile is supported by the LP's solid market position in the frac sand industry, its position as one of the larger frac sand producers of high-quality "Northern White" sand, strategically located production facilities and logistical network, and long-standing customer relationships. In 2017, Hi-Crush added to its platform the LP's first in-basin facility serving the Permian Basin. Its credit view also considers the firm's limited size, reliance on a single commodity product, exposure to one cyclical end market, and reliance on the hydraulic fracturing industry for substantially all of its revenue and operating income. As of April 25, 2018, Hi-Crush's liquidity included approximately $113.9 million, consisting of approximately $10.1 million in cash and $103.8 million revolver (unrated) capacity. Liquidity is also supported by its expectation that Hi-Crush will generate free cash flow but support is limited because the LP will distribute cash to its unit holders so long as management expects cash flow to be sustainable. Its credit view incorporates the Master Limited Partnership ("MLP") capital structure which constrains liquidity in a favorable operating environment. Importantly, its credit view overweights the volatility in operating performance associated with the LP's key oil and gas markets which experienced prolonged and material weakness in late 2014 through mid-2016. Hi-Crush's adjusted operating margin was negative in each quarter during 2016, and only turned positive in 2Q17 on the recovery in energy markets. Hi-Crush's Speculative Grade Liquidity rating of SGL-2 reflects the company's good liquidity position, its new $200 million ABL facility which expires 2023, and pro forma cash on hand of $105 million. The ABL will be governed by a springing fixed charge coverage ratio of 1.0x, tested only when excess availability is less than (1) the greater of $12.5 million, or (2) 12.5% of the lesser of the borrowing or commitment. Moody's believes Hi-Crush will have good cushion in its financial covenants over the next 12-18 months. The company has generated negative free cash flow over the past several years due to distributions made to the company's unit holders, capital investments and, during late 2014 to mid-2016, to weak earnings. Given the company's MLP structure, Moody's expects that the company will make distributions to its unit holders resulting in weak free cash flow generation over the long-term. The stable outlook reflects its expectation that adjusted operating income and key credit metrics will improve from higher volumes and stable pricing driven by favorable supply/demand dynamics. The stable outlook also assumes that Hi-Crush will maintain ample liquidity as it funds its growth initiatives. Moody's indicated that the ratings could be upgraded if adjusted operating margin is sustained above 30%, adjusted EBIT-to-interest expense is sustained above 3.0x, and adjusted debt-to-book capitalization is sustained below 30%. Additionally, an upgrade would also require strong liquidity and healthy end market conditions. The ratings could be downgraded if adjusted EBIT-to-interest declines below 2.0x, adjusted operating margin deteriorates materially, and adjusted debt-to-book capitalization rises 50%. A ratings downgrade could also result from a material deterioration in liquidity, any large debt-funded acquisitions, or any transaction that would weaken the company's financial flexibility. The principal methodology used in these ratings was Building Materials Industry published in January 2017. Hi-Crush Partners LP, based in Houston, Texas, is an integrated producer, transporter, marketer and distributor of high-quality monocrystalline sand, which is a specialized mineral used as a proppant to recover hydrocarbons from oil and natural gas wells. Hi-Crush owns, operates and develops sand reserves and related excavation, processing and distribution facilities. At year-end 2017, the company held approximately 409.4 million tons of proven recoverable reserves of frac sand meeting API specifications, had 13.4 million tons of annual processing capacity, owned or leased 4,253 railcars and owned 12 destination terminals (two of which are currently idled). For the 12 months ended March 31, 2018, the company generated revenue of $737 million. HI-CRUSH PARTNERS: S&P Rates New $450MM Senior Unsecured Notes B- ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Houston-based hydraulic fracturing (frac) sand producer Hi-Crush Partners LP's proposed $450 million senior unsecured notes due 2026. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P expects the company to use proceeds (along with a $15 million equity issuance) to prepay its existing $200 million first-lien term loan due 2024 and fund the $60 million acquisition of FB Industries. The bulk of the remaining $206 million would be applied to the balance sheet for general corporate purposes including funding expansion efforts at its Wyeville and Kermit facilities. The company is also replacing its existing undrawn $125 million senior secured cash flow revolving credit facility due 2022 (unrated) with a $200 million asset backed revolving credit facility (ABL) due 2023 (unrated). The issuer credit rating is unchanged at 'B-', with a positive outlook. S&P said, "We expect the acquisition of FB Industries to enhance Hi-Crush's logistics and delivery platform. However, our view of the company's competitive position remains unaffected at this time. Additionally, we expect credit measures to remain within the same ranges as before including adjusted leverage remaining below 3x over the next year, as the impact of increased debt on credit measures is tempered by strong earnings that we believe will be primarily driven by ongoing recovery in the sector." RECOVERY ANALYSIS Key analytical factors S&P said, "Our recovery analysis assumes a capital structure that includes the proposed $200 million ABL due 2023 (unrated) and the proposed $450 million senior unsecured notes due 2026. "Our recovery analysis also assumes that Hi-Crush's $200 million ABL credit facility would be 60% drawn at the point of default. Our simulated default scenario contemplates a default occurring in 2020, in the wake of a protracted deterioration in oil and gas exploration and drilling activity, leading to material shrinkage in demand for frac sand and depressed prices. Given this scenario, margins would shrink and the company would have to fund debt service and other obligations with available cash and, to the extent available, revolving credit facility borrowing. "We estimate a gross recovery value of approximately $366 million, assuming an emergence EBITDA of $73 million and an EBITDA multiple of 5x, which is in line with that of other producers in the metals and mining sector." Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence*: $73 million -- Implied enterprise value multiple: 5x -- Gross enterprise value: $364 million Simplified waterfall -- Net enterprise value (after 5% admin. costs): $36 million -- Estimated priority claims (ABL revolving credit facility: $123 million) -- Value available to unsecured claims : $244 million -- Total unsecured debt: $467 million --Recovery expectation: 50%-70%; rounded estimate: 50% Note: All debt amounts include six months of accrued but unpaid interest at default. RATINGS LIST Hi-Crush Partners LP Issuer Credit Rating B-/Positive/-- New Rating Hi-Crush Partners LP Senior Unsecured $450 million notes due 2026 B- Recovery Rating 3(50%) HOAG URGENT: Taps Foley & Lardner as Legal Counsel -------------------------------------------------- Hoag Urgent Care-Tustin, Inc. and its affiliated debtors have tapped Foley & Lardner LLP to serve as their legal counsel. Foley & Lardner has agreed to represent Hoag Urgent's affiliated debtors, Cypress Urgent Care Inc. and Laguna-Dana Urgent Care Inc., as general insolvency counsel in their Chapter 11 cases filed in the U.S. Bankruptcy Court for the Central District of California. Both debtors are in the process of finalizing and filing their Chapter 11 plan of reorganization. Meanwhile, the firm has agreed to represent Hoag Urgent and three other debtors, Hoag Urgent Care–Anaheim Hills Inc., Hoag Urgent Care– Huntington Harbour Inc. and Hoag Urgent Care–Orange Inc., on a limited basis. Specifically, the firm will only represent these debtors with respect to these matters: (i) Bankruptcy Appellate Panel and bearing case number CC-18- 1075; and (ii) The personal property foreclosure related proceedings currently pending in the state court receivership action in the Los Angeles Superior Court and bearing case number 30-2017-00911945-CU-BC-CJC. The firm's hourly rates range from $545 to $690. Ashley McDow, Esq., and Fahim Farivar, Esq., the primary attorneys who will be providing the services, will charge $610 per hour and $545 per hour, respectively. Ms. McDow, a partner at Foley & Lardner, disclosed in a court filing that all partners, associates and employees of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Foley & Lardner can be reached through: Ashley M. McDow, Esq. Fahim Farivar, Esq. Foley & Lardner LLP 555 South Flower Street, Suite 3500 Los Angeles, CA 90071-2300 Telephone: (213) 972-4615 Facsimile: (213) 486-0065 Email: amcdow@foley.com Email: ffarivar@foley.com 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 Sept. 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. JAMES CHANDLER: $240K Sale of Sunflower Property to Carvers Okayed ------------------------------------------------------------------ Judge Neil P. Olack of the U.S. Bankruptcy Court for the Northern District of Mississippi authorized James A. Chandler's sale of the real property described as "Residence and 119 Acres of Land - S25,T22N,R3 W," consisting of 60 acres, being that portion of Unit 12 and Unit 13 of the W.P. Brown-Pepple Place which lies North and East of the drainage canal which transverses the property, Sunflower County, Mississippi, to Garrett Carver and Hartley Carver for $240,000. The sale is free and clear of liens. The Debtor will file with the Court a Report of Sale with a copy of the deed and settlement statement attached thereto within seven days immediately following conclusion of the sale. The closing agent is authorized, empowered and directed to accept the sale proceeds and to pay from said funds the Seller's portion of the closing costs, including the cost of preparation of the Warranty Deed, cost of preparation of the sale contract, and prorated taxes, and to pay the remaining balance to Southern Bancorp Bank through its attorney, Jeff D. Rawlings, all as set forth in the settlement statement to be prepared by the closing agent. James A. Chandler sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 18-l0973-NPO) on March 15, 2018. JUGOFRESH HOLDINGS: Chapter 727 Claims Bar Date Set for Oct. 19 --------------------------------------------------------------- A petition was filed on June 22, 2018, commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, made by Jugofresh Holdings Corporation, Assignor, with its principal place of business at 1815 Purdy Avenue, Miami Beach, FL 33139, to Philip J. Von Kahle, Assignee, who has offices at 1883 Marina Mile Blvd., Ste. 106, Fort Lauderdale, FL 33315. Pursuant to Section 727.105, Fla. Stat., no proceeding maybe commenced against the Assignee except as provided in Chapter 727 and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, an interested party must file a proof of claim with the Assignee on or before October 19, 2018. The case is, In re: Assignment for the Benefit of Creditors of Jugofresh Holdings Corporation, a Florida corporation, Assignor, To: Philip J. Von Kahle, Assignee, in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Complex Business Litigation Division, Case No. 18-020594-CA-44. KAPPA DEVELOPMENT: Cash Use on Hold Due to Pending Adversary Action ------------------------------------------------------------------- The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi, being advised Kappa Development & General Contracting, Inc., and Hanover consent to entry of an agreed order, orders that: (1) Hanover will amend its Counterclaim for Declaratory Relief to assert claims joining the Waveland Funds into the Adversary Proceeding, and will join The First as a Third Party Defendant, to put before the Court in the Adversary Proceeding the validity, priority and extent of the parties' interest in the Waveland Funds and the Camp Shelby Funds. (2) The First's Cash Collateral Motion will be held in abeyance pending a final judgment in the Adversary Proceeding. The Debtor filed Adversary Proceeding No. 17-06046 to determine the validity, priority and extent of Hanover's interest in certain funds held by the Debtor's counsel related to the Camp Shelby Funds, and the parties agree that as a matter of judicial economy the validity, priority and extent of The First's interest in the Camp Shelby Funds, and the validity, priority and extent of all of the parties' interest in the Waveland Funds, should be joined in the Adversary Proceeding for final determination. In addition, The First filed a Motion to Prohibit Use of Cash Collateral and/or to Provide Adequate Protection, asserting, among other things, that the Camp Shelby Funds constituted its cash collateral. Hanover filed an objection to the Cash Collateral Motion asserting a claim of priority to the Camp Shelby Funds. During the May 3, 2018 status conference on the Motion to Prohibit Cash Collateral filed by The First, Counsel for Hanover and The First each expressed that their respective clients assert a claim or interest in certain funds held by Debtor's counsel related to the Camp Shelby Project, and in certain retainage funds paid into the Court's registry related to the City of Waveland Project. Because a resolution of the Cash Collateral Motion and the Objection thereto requires a determination as to the validity, priority and extent of Hanover's and The First's interest in the Camp Shelby Funds, which is before the Court in the adversary proceeding, those issues will be joined with and taken in the Adversary Proceeding, and the Cash Collateral Motion will be held in abeyance pending a final judgment in the Adversary Proceeding. A copy of the Order is available at http://bankrupt.com/misc/mssb17-51155-221.pdf About Kappa Development Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. In the petition signed by Randy Blacklidge, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd & Wiser, serves as bankruptcy counsel to the Debtor. LAYFIELD & BARRETT: WSL Bid to Junk J. Barrett Counterclaims Nixed ------------------------------------------------------------------ Bankruptcy Judge Neil W. Bason entered a ruling denying plaintiff Wellgen Standard LLC's motion to dismiss the counterclaims and crossclaims filed by Joseph Martin Barrett in the case captioned WELLGEN STANDARD LLC, Plaintiff, v. MAXIMUM LEGAL (CALIFORNIA) LLP, CALIFORNIA ATTORNEY LENDING II, INC., MAXIMUM LEGAL LLC, TODD D. WAKEFIELD, JOSEPH MARTIN BARRETT, AND RICHARD M. PACHULSKI, TRUSTEE, Defendants. And related matters, Adv. No. 2:17-ap-01503-NB (Bankr. C.D. Cal.). The Court has reviewed all relevant papers including (1) the Barrett Complaint -- which asserts claims for quantum meruit, to enforce his alleged attorney's charging lien, and for declaratory relief; (2) the motion to dismiss and supporting request for judicial notice; (3) Mr. Barrett's opposition to the motion to dismiss; and (4) Wellgen's reply. The Court orally denied the motion to dismiss as to all counterclaims and crossclaims with one exception. The Court took under submission Mr. Barrett's quantum meruit claims regarding a contingency fee recovered in the case styled Teitelbaum v. Lyft, Inc., et al. The basis for the Court's oral ruling was essentially as follows. Given current uncertainty in the law regarding the "unfinished business doctrine" and related legal concepts, and the uncertain facts including precisely when the services were performed, the Court could not conclude as a matter of law that Mr. Barrett would be unable to assert a quantum meruit claim. He might be entitled to assert such a claim, even without Wellgen's consent to his ongoing representation of clients, for services that he performed in his individual capacity, as opposed to services performed either for Debtor or for Maximum Legal (California) LLP ("Max Legal"). But Wellgen asserts that on the present record Barrett is bound by his declaration that he was still working for Max Legal at the time the Teitelbaum matter was settled. Although the Barrett Declaration assumes that Max Legal was in existence on August 1, 2017, the Court cannot treat that assumption as a binding admission by Barrett. As alleged in the Barrett Complaint, Wellgen itself asserts that Max Legal might never have been validly formed, and alternatively Max Legal may have been too "short lived" (in Barrett's words) to have continued its existence through the date of the Teitelbaum settlement. In such situation, regardless whether Barrett assumed he was working for Max Legal on August 1, 2017, in fact he may have been representing any clients in a different capacity (presumably for Debtor, or as part of a de facto partnership with other attorneys, or on his own). In other words, depending on the facts (and also on the uncertain law regarding unfinished legal business), Barrett still might have a claim for quantum meruit recovery regarding the Teitelbaum matter. For the foregoing reasons this Court is not persuaded that the motion to dismiss can be granted as to the Teitelbaum matter. A full-text copy of the Court's Memorandum Decision dated June 26, 2018 is available at https://bit.ly/2LnMfeo from Leagle.com. Wellgen Standard LLC, Plaintiff, represented by Faye C. Rasch. Maximum Legal (California), LLP, Defendant, pro se. California Attorney Lending II, Inc., Defendant, represented by Richard W. Labowe. Maximum Legal, LLC, Defendant, pro se. Todd C. Wakefield, Defendant, pro se. Joseph Martin Barrett, Defendant, represented by Damion Robinson, Affeld Grivakes LLP. Richard Pachulski, Defendant, represented by James K.T. Hunter -- jhunter@pszjlaw.com --Pachulski Stang Ziehl & Jones LLP. About Layfield & Barrett APC Certain creditors of Layfield & Barrett, APC, filed an involuntary Chapter 7 case on August 3, 2017. The Debtor moved for conversion of the case to one under Chapter 11 of the Bankruptcy Code. On August 11, 2017, the case was converted to a Chapter 11 case (Bankr. C.D. Calif. Case No. 17-19548). Judge Neil W. Bason presides over the case. Havkin & Shrago, Attorneys at Law represents the Debtor as bankruptcy counsel. LBJ HEALTHCARE: PCO Files 12th Interim Report --------------------------------------------- Tamar Terzian, as successor Patient Care Ombudsman (PCO) for LBJ Healthcare Partners, Inc., reported that only two vacancies with several applicants being evaluated by Debtor for admission. Review of the evaluation process used for the determination of acceptance, not counting a personal interview that occurs. Appropriateness and a possible fit for bringing anyone into the facility is continuous and important for the care offered. The turnover is consistent that there is usually two vacancies. One patient has received a 30 day eviction notice due to physical altercations. The case worker has been notified as well as family members. Facility is clean and two full time employees are no longer working as caregiver and housekeeper. The Debtor has replaced the two full time employees with three part time again in the department of caregiver and housekeeping. No changes as to the physicians that regularly evaluate the residents and all medical records are complete. April 2018 Observation As always, the facility remains clean and well-tended with regularly having two staff members clean the facility. There are some known areas needing improvement. Clients observed outside socializing or sitting in sun in chairs and at patio table or smoking area. Discussion with the Debtor re the schedules of the medical professionals: 2 Medical physicians come each month as does the Psychiatrist. The Psychologist visits weekly. Podiatry visits every 3 months, unless called, as does all the mentioned professionals. Optometry and Dental services are off campus. Some residents/clients require nursing services for such things as Blood Pressure and/or Glucose checking and this is provided to those requiring such, even having nurses come twice/day for some clients. Such services meet the standard of care due to the treatment options based on those results---thus a medical or nursing professional is required to perform the task and set or follow medial orders. The court has no specific recommendation. There are maintenance issues and the building is in need of a face lift. The roof remains at issue, but the Debtor is aware and works to keep it dry until there are more funds available for replacement. Therefore, the PCO finds that all care provided to the patients by LBJ Healthcare Partners, Inc. at the Villa Luren Resident Home 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 12th Interim Report is available for free at: http://bankrupt.com/misc/cacb16-15197-302.pdf About LBJ Healthcare Partners Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc., formerly doing business as Bayshore Villa Healthcare Partners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-15197) on April 21, 2016, disclosing $49,370 in assets and $1.27 million in liabilities. The petition was signed by Brian Buenviaje, president and CEO. Judge Vincent P. Zurzolo presides over the case. Robert M. Aronson, Esq., at the Law Office of Robert M. Aronson, serves as the Debtor's bankruptcy counsel. Constance Doyle was appointed patient care ombudsman for the Debtor. Subsequently, Tamar Terzian was appointed as the PCO on February 21, 2018. LONGVIEW POWER: Bank Debt Trades at 14% Off ------------------------------------------- Participations in a syndicated loan under which Longview Power LLC is a borrower traded in the secondary market at 86.13 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.01 percentage points from the previous week. Longview Power pays 600 basis points above LIBOR to borrow under the $300 million facility. The bank loan matures on April 8, 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 13. LUMENTUM HOLDINGS: S&P Assigns 'BB-' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Milpitas, Calif.-based Lumentum Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'BB' issue-level rating to the company's proposed $500 million senior secured term loan B. The '2' recovery rating indicates our expectation of substantial (70%-90%; rounded estimate 80%) recovery in the event of a payment default. "We also assigned our 'B+' issue-level rating to the company's existing $450 million unsecured convertible debt. The '5' recovery rating indicates our expectation of modest (10%-30%; rounded estimate 20%) recovery in the event of a payment default." The rating on Lumentum reflects the company's small current EBITDA scale, high customer concentration, uncertainty around revenues from a large Oclaro customer and lack of profitability in its Datacom and Telecom business. These factors are partially offset by Lumentum's strong growth opportunities in Lumentum's consumer laser business due to adoption of 3D sensing in smartphones as well as growth of its high power industrial laser business. The ratings also reflect Lumentum's pro forma leverage (following the Oclaro acquisition) of around 3x and good liquidity with a cash position of greater than $470 million at transaction close. S&P said, "The stable outlook on Lumentum reflects our expectation that the company will continue to grow its lasers and consumer business, successfully integrate the Oclaro business, maintain its strong cash position and generate positive free cash flow of greater than $100 million in fiscal 2019. "We could lower the rating if the company loses business in China, or faces stronger competition in its consumer laser business, resulting in revenue declines and weaker EBITDA margins, such that leverage approaches the 4x area. "Although unlikely over the next 12 months, we could consider an upgrade if Lumentum successfully integrates the Oclaro business, continues to improve the scale and diversity of the business, and pays down some debt such that leverage is sustained under the 2x area." MADISON HOTEL: Court Dismisses SAC in H. Miller Derivative Suit --------------------------------------------------------------- In the case captioned MILLER, HAVAZELET, derivatively on behalf of nominal defendants MADISON HOTEL OWNERS LLC and MADISON HOTEL LLC, Plaintiff, v. SUKY, BENZION and BEN MUHA, JOSEPH, Defendants, and MADISON HOTEL OWNERS LLC and MADISON HOTEL LLC, Nominal Defendants, Docket No. 652235/2014 (N.Y. Sup.), Defendant Benzion Suky moves to dismiss the claims asserted against him in plaintiff Havazelet Miller's second amended complaint. Defendant Joseph Ben Muha separately moves to dismiss the claims asserted against him in the SAC. Plaintiff opposes both motions. Judge Jennifer G. Schecter granted the defendants' motions with leave for plaintiff to file a third amended complaint. The SAC alleges the following causes of action, numbered here as in the SAC, derivatively on behalf of Madison Hotel LLC and Madison Hotel Owners LLC: (1) breach of fiduciary duty against the Individual Defendants; (2) breach of fiduciary duty against Owners; (3) corporate waste against defendants; (4) unjust enrichment against the Individual Defendants; (5) mismanagement of funds against defendants; (6) self-dealing against defendants; (7) improper diversion of assets against defendants; and (8) for an accounting and for copies of books and records against defendants. The SAC seeks the following equitable relief: (a) declarations of defendants' wrongdoing; (b) an accounting and copies of the books and records of Hotel and Owners from April 4, 2008 to the present; (c) disgorgement of defendants' profits, benefits and compensation; and (d) costs and disbursements of this action, including expert and attorneys' fees. To sue derivatively on behalf of an LLC, a plaintiff must be a member when the lawsuit is commenced. In the SAC, plaintiff recognizes Owners as Hotel's sole member, which is incompatible with plaintiff's assertion that she, too, is a member of Hotel. Moreover, Owners' present status as Hotel's sole member is conclusively established by uncontested documentary evidence--specifically, the Hotel Agreement and the Owners Agreement. Accordingly, while plaintiff may have standing to sue derivatively on behalf of Owners as a member of Owners, as a non-member of Hotel, plaintiff has no standing, in her own capacity, to sue derivatively on Hotel's behalf. The Second Cause of Action for breach of fiduciary duty, asserted against Owner on behalf of Hotel, is therefore dismissed. The remaining causes of action--asserted on behalf of Hotel and Owners--are dismissed as to the allegations asserted on Hotel's behalf. However, as a member of Owner—in turn Hotel's sole member—plaintiff has another means to bring a derivative action on Hotel's behalf. The court will therefore grant leave, sua sponte, for plaintiff to amend her complaint to plead, as a member of Owner, double derivative causes of action on behalf of Hotel. Plaintiff also argues that the Individual Defendants are estopped from asserting a statute of limitations defense because of their "affirmative wrongdoing," but fails to identify any misrepresentation or concealment that induced plaintiff's reasonable reliance and prevented earlier commencement of this action. Accordingly, equitable estoppel cannot prevent dismissal. The Fourth Cause of Action asserts that the Individual Defendants were unjustly enriched. This cause of action "is available only in unusual situations when, though the defendant has not breached a contract nor committed a recognized tort, circumstances create an equitable obligation running from the defendant to the plaintiff." As the Fourth Cause of Action for unjust enrichment is merely duplicative of the causes of action sounding in breach of fiduciary duty -- indeed, the SAC alleges no specific facts to support the unjust enrichment claim as distinct from the other causes of action--it is therefore dismissed. The complaint also fails to plead facts showing a demand for books and records (as of right under the Owners Agreement), much less for an accounting, and the eighth cause of action is therefore dismissed. However, as defendants stipulated that a demand of Owners or Hotel (i.e., to bring suit) would be futile, leave is therefore granted, sua sponte, for plaintiff to replead her cause of action for an accounting as to Owners' and Hotels' books and records against the Individual Defendants as derivative and double derivative causes of action. Plaintiff must allege a demand for and a rejection of the equitable relief she seeks, or else allege facts sufficient to establish the futility of such a demand. Accordingly, the motions to dismiss of defendants Benzion Suky and Joseph Benmoha are granted and the second amended complaint is dismissed. Plaintiff is granted leave to serve and file a third amended complaint in accordance with the court's decision. A full-text copy of the Court's Decision and Order dated June 27, 2018 is available at https://bit.ly/2zUkFRt from Leagle.com. About Madison Hotel Madison Hotel LLC is the owner and operator of "The MAve Hotel", a boutique hotel located at 62 Madison Avenue, New York. The hotel is 12 floors and has 72 rooms. Madison Hotel Owners, LLC, owns 100% of the membership interests of Madison Hotel, LLC. They estimate the value of the hotel property at $32 million. Prepetition, after a building loan with Textron Financial Corporation went into arrears, a foreclosure action was commenced, and a receiver appointed. The receiver continued to operate the hotel postpetition. Madison Hotel, LLC, based in New York, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011. Judge Martin Glenn presides over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy counsel. In its schedules, the Debtor disclosed $33.6 million in assets and $26.1 million in liabilities as of the Chapter 11 filing. Madison Hotel Owners LLC filed its own chapter 11 petition, separate from Madison Hotel LLC's case, on May 16, 2011. To date, an unsecured creditors committee has not been appointed in Madison Hotel LLC's case. The Bankruptcy Court confirmed on May 8, 2013, the Second Modified Third Amended Plan of Reorganization for Madison Hotel, LLC, dated Nov. 9, 2012, submitted by lender 62 Madison Lender, LLC. The Effective Date of the Plan occurred on May 23, 2013. The Plan contemplates the sale of the Debtor's Hotel Property with the net proceeds realized upon the consummation of any such sale being distributed in accordance with the terms of the Plan. MARAVAI INTERMEDIATE: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating to Maravai Intermediate Holdings, LLC. The rating agency also assigned B2 ratings to the company's senior secured first lien credit facilities and a Caa2 rating to its secured second lien term loan. This is the first time Moody's has assigned ratings to Maravai. The outlook is stable. Proceeds from Maravai's new credit facilities will be used to refinance its existing debt, issue a $52 million dividend to its owners, and pay transaction fees. Pro forma adjusted debt/EBITDA is roughly 7.7 times. Ratings assigned: Maravai Intermediate Holdings, LLC Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured first lien revolving credit facility expiring 2023 at B2 (LGD3) Senior secured first lien term loan due 2025 at B2 (LGD3) Secured second lien term loan due 2026 at Caa2 (LGD5) The outlook is stable. RATINGS RATIONALE Maravai's B3 CFR reflects its high financial leverage and modest size with less than $120 million of revenue. Maravai's pro forma debt/EBITDA will be in the high 7 times range following the issuance of debt to complete a debt-financed dividend and refinancing. Moody's expects that leverage will gradually decline through a combination of earnings growth and debt repayment with internally generated cash. The rating is constrained by its modest market position where it competes with significantly larger and well-capitalized players. Further, the company is a roll-up of acquired businesses with a relatively limited operating history as a combined company. These challenges are tempered by the company's high profit margins and Moody's expectation for low-double digit revenue growth. Revenue growth will be driven by favorable demand trends for Maravai's products used in drug R&D and manufacturing, and other end markets. The stable outlook reflects Moody's expectation that Maravai will continue to grow revenue and earnings while repaying a modest amount of debt, supporting a steady pace of deleveraging. The ratings could be downgraded if the company's liquidity deteriorates or operating performance weakens. A downgrade could also occur if Maravai increases its financial leverage. The ratings could be upgraded if the company materially increases its scale while effectively managing its growth. The company would also need to sustain debt/EBITDA around 5.0 times and establish a longer track record before Moody's would consider an upgrade. Maravai Intermediate Holdings, LLC is a provider of specialized reagents used by life science researchers and commercial customers worldwide. The company is owned by private equity firm GTCR. Revenues are approximately $109 million. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. MARAVAI TOPCO: S&P Assigns B- Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to Maravai Topco Holdings LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the company's first-lien credit facility, which consists of a $50 million revolving credit facility and $250 million first-lien term loan. The '3' recovery rating indicates expectations for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. "In addition, we assigned our 'CCC' issue-level rating and '6' recovery rating to the company's second-lien term loan. The '6' recovery rating indicates expectations for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. The ratings on Maravai reflect the company's very limited scale, short operating history, and narrow focus in a few highly competitive and fragmented niches within the life science industry. The ratings also reflect pro forma leverage in the mid-6x range, and S&P views that sponsor ownership will shape aggressive financial policies that limit deleveraging over time. S&P said, "We believe that the company's acquisition-driven growth strategy carries significant risks, particularly given the limited size of the business. These risks are offset in part by what we consider to be the company's favorable positioning as a pure-play consumables company, which is less exposed to economic cyclicality than many large diversified life sciences tools (LST) companies that also make expensive analytical instruments. In addition, Maravai can often command premium pricing because many of its products are custom-made, which leads to above-peer margins. "The stable outlook reflects our view that despite Maravai's limited scale, the company will sustain a low-double-digit organic revenue growth rate and a strong margin profile in the 40% area, driven by solid end-market demand and premium pricing commanded by its custom-made products. The outlook also reflects our expectation that the company will make modest tuck-in acquisitions in the coming years to improve its product offerings and scale. "We could lower the rating if the company incurs significant operational issues such as difficulties with acquisition integration that results in large cash outflows. We could also lower the rating in the unlikely scenario that technological changes result in a significant decline in pricing for Maravai's products, which could leave the company unable to support its current debt burden. "Given the modest scale and financial sponsor ownership, we consider an upgrade unlikely over the next 12 months." MARSH AVIATION: Taps Atty. R. Lee Steers, Jr., to Pursue Claims --------------------------------------------------------------- Marsh Aviation Company received approval from the U.S. Bankruptcy Court for the District of Arizona to hire R. Lee Steers, Jr., Esq., to pursue claims relating to a fire that occurred in a hangar where it used to store its materials. The fire originated in a neighboring hangar leased by a certain Derwin Grimm, Jr. and another tenant. In August 2014, a complaint was filed against the tenants, claiming negligence on their part. Another complaint related to the incident was filed in January 2015 against Hardy Aviation Insurance, Inc. and A.J. Gallagher Risk Management Services, Inc. Mr. Steers will get 40% of the amount recovered and will be reimbursed for any litigation expenses he incurred. Mr. Steers is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Marsh Aviation Company Marsh Aviation Company has been involved in the business of refurbishing, modernizing and modifying aircraft for private and governmental use. Marsh Aviation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 09-23468) on Sept. 22, 2009. Judge Daniel P. Collins was assigned to the case. The Law Office of Kelly G. Black, PLC, served as the Debtor's legal counsel. On Dec. 3, 2014, the Court confirmed the Debtor's Chapter 11 plan of reorganization. MIDATECH PHARMA: Signs Co-Promotion Agreement with Bausch Health ---------------------------------------------------------------- Midatech Pharma's US subsidiary, Midatech Pharma US Inc., has signed a co-promotion agreement with an affiliate of Bausch Health Companies Inc. that provides Midatech with the exclusive rights to promote Bausch Health's supersaturated calcium product NeutraSal in the oncology market in the United States. In exchange for its promotional efforts, Midatech will receive a percentage of the net sales of NeutraSal resulting from prescriptions generated at oncology practices throughout the U.S. The financial terms of the agreement are undisclosed. NeutraSal is a prescription product indicated for dryness of the oral mucosa due to the use of drugs that supress salivary secretion (xerostomia), which includes certain cancer therapeutic agents and radiation oncology treatments. Midatech will promote NeutraSal with its nationwide specialty oncology sales force, whose efforts are focused on promoting oncology supportive care therapies. Xerostomia is a common side effect for cancer patients and affects approximately 40% of all cancer patients treated in annually in the United States. Midatech Pharma US Inc. President, David R. Benharris stated, "NeutraSal provides oncology professionals with an effective therapeutic for patients suffering from Xerostomia, which can be a painful and debilitating side effect of certain cancer therapies. Midatech's portfolio of oncology supportive care products creates synergies which are recognized by oncology practices and realized by cancer patients, providing consistent access to busy oncology offices. The addition of NeutraSal to our portfolio appreciably enhances our offering of effective treatment options to provide continuity of care for patients suffering from the side effects of cancer therapies." Midatech expects to begin promotion of NeutraSal in August. About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. Midatech's strategy is to internally develop oncology products, and to drive growth both organically and through strategic acquisitions. The Company's R&D activities are focused on three innovative platform technologies to deliver drugs at the "right time, right place": gold nanoparticles ("GNPs") to enable targeted delivery; Q-Sphera polymer microspheres to enable sustained release ("SR") delivery; and Nano Inclusion ("NI") to provide local delivery of therapeutics, initially to the brain. Midatech Pharma US is the Group's US commercial operation, with four cancer supportive care products. The Group, listed on AIM: MTPH and Nasdaq: MTP, employs approximately 100 staff in four countries. The report from the Company's independent accounting firm BDO LLP Reading, United Kingdom, the Company's auditor since 2014, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Midatech reported a loss before income tax of GBP17.32 million in 2017 following a loss before income tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MOOG INC: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its ratings, including the 'BB+' issuer credit rating, on Moog Inc. The outlook is stable. S&P said, "At the same time, we affirmed our 'BB+' issue-level rating on the company's revolving credit facility. The '3' recovery rating is unchanged and reflects our expectations of meaningful recovery (50%-70%; rounded estimate: 50%) in a default scenario. We also affirmed our 'BB' issue-level rating on the company's unsecured notes. The '5' recovery rating indicates our expectation of modest recovery (10%-30%; rounded estimate: 15%) in a default scenario. "The affirmation reflects our expectation that Moog's credit metrics will remain stable over the next year, as the company's revenue, earnings, and cash flow increase, offset by potential debt-financed bolt-on acquisitions. We expect funds from operations (FFO) to debt of around 26%-30% in 2018, flat from 2017 due to accelerated pension contributions (benefitting from the tax deductibility at the previous corporate tax rate of 35%), and a restructuring charge from the company's decision to exit its wind pitch control business. Following the voluntary pension contribution, the company will not have any required contributions through 2020. We expect FFO to debt to improve in 2019 to 30%-34%, due to higher demand in key markets driving higher volumes and earnings, and the benefits of previous restructuring actions. However, overall leverage has declined, and we believe the company may be more aggressive with acquisitions, which may result in higher leverage than we forecast. "The stable outlook on Moog reflects our expectation that credit measures will be flat to modestly improved over the next 12 months as the company benefits from higher earnings due to increased production rates, prior restructuring efforts, and contributions from acquisitions. This should result in FFO to debt of 26%-30% in 2018 and 30%-34% in 2019. "We could lower the ratings if FFO to debt declines below 20% over the next 12 months. This would likely be due to a larger than expected acquisition or continued earnings pressure from the weaker industrial, space, and energy markets, for example. Although less likely, this could also occur from debt-financed shareholder rewards, for example. "We could raise our rating on Moog if FFO to debt remains above 30% over the next 12 months and we believe it would stay at or above this level even with acquisitions and shareholder returns. This would likely be due to the company adopting a less aggressive financial policy, with all acquisitions and shareholder returns funded out of free cash flow. Furthermore, we would expect earnings and cash flow to improve due to stronger demand from growth programs such as the Airbus A350 and the F-35, and the benefits of cost-reduction and productivity efforts." MOUNTAIN CRANE: $13K Sale of 2012 Dodge Ram 3500 to Aguilar Okayed ------------------------------------------------------------------ Judge Joel T. Marker of the U.S. Bankruptcy Court for the District of Utah authorized Mountain Crane Service, LLC's sale of 2012 Dodge Ram 3500, VIN C63D3CL2CG267785, to Luis Aguilar for $13,000. The sale is on an "as is, where is" basis without any warranties or representations; and free and clear of liens, claims, and interests. Santander's claim will be modified and reduced to an unsecured claim in the amount of $1,585, subject to Santander's receipt of the Sales Proceeds, and without prejudice to the Debtor's right to object to Santander's Claim on any other basis allowed under the Bankruptcy Code or applicable law. The 14-day stay otherwise imposed by Federal Rule of Bankruptcy Procedure 6004(h) will not apply. About Mountain Crane Service Mountain Crane Service, LLC -- https://www.mountaincrane.com/ -- specializes in refinery turnarounds and has a fleet comprised of over 100 cranes, and hundreds of other pieces of equipment dedicated to refineries in Utah, Montana, and Wyoming. It is located in Salt Lake City, Utah, with satellite offices and wind maintenance service locations in Montana, Nevada, Washington, Idaho, Wyoming, Iowa, Texas and Michigan. Mountain Crane Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12, 2018. In the petition signed by Paul Belcher, managing member, the Debtor estimated assets and liabilities of $50 million to $100 million. Judge Joel T. Marker presides over the case. The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel; and Rocky Mountain Advisory, LLC, as its accountant and financial advisor. It also hired Richards Brandt Miller Nelson PC, Brian C. Webber PLLC, and GC Associates Law as special counsel. The Debtor also hired Paul P. Burghardt and the law firm of GC Associates Law as special bankruptcy counsel; Dan Anderson and Sterling Appraisals & Machinery, Ltd as appraisers and valuation consultants; and Calaway Capital Resources, Inc. as the Debtor's consultant regarding (i) interest rates and terms for loans on cranes and other heavy equipment; (ii) collateral lifespans for such loans; and (iii) interest rates and repayment terms for "line of credit" loans in the construction industry. The U.S. Trustee for Region 19 appointed an official committee of unsecured creditors on Jan. 25, 2017. The Committee retained Archer & Greiner, P.C., as its legal counsel. On Feb. 14, 2018, the Debtor filed its initial proposed Debtor's Plan of Reorganization. MS DIAGNOSTIC: PCO Files 1st Interim Report ------------------------------------------- Tamar Terzian was duly appointed as the Patient Care Ombudsman(PCO) for MS Diagnostic Laboratory, LLC reported an initial visit that included conversation with the owner Geronimo. The visit also included observation of staff, review of records, licenses, insurance, policies, and tour of office and lab with the following results: a. The Office and Lab This is a median size office and lab in a single-story building. There is a large entry/reception area, 6 office rooms, a large lab area, a large second area where the phlebotomists drop off the samples, a room for discarding the biohazard products, and a break room in the back for employees. The large area entry has four executive desk where the staff is processing the paperwork. Also, staff is in three of the office rooms. The Debtor has two rooms designated for files and patient records. One large office for the Debtor’s principle. The lab has four machines that process the blood and urine. The machines are up to date and the lab assistants regularly maintain the machines to check for accurate readings. Further the lab assistants assure that the refrigerators are maintained at the proper temperature. The PCO was assured that the qualifications of all phlebotomists and technicians was current. b. Medical Records Review of the Medical Records indicated comprehensive systems review of the records for each patient. Consents, Patients' Rights, all forms are maintained at the office. c. Staff/Office Staff was very kind and attentive to patients. Office is clean and all equipment properly tested and maintained on a daily basis. During the PCO's visit there were five staff members and one lab assistant. d. Patient Home Visits The PCO also arranged to visit patients and observed the phlebotomists collecting samples of blood. The phlebotomists observed was supplied in his car with all the proper equipment for drawing blood. The phlebotomists are knowledgeable and maintained the proper standard of care for the patients as they were collecting the samples. Therefore, the debtor is in compliance and the PCO finds that all care provided to the patients by MS Diagnostic Laboratory 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 1st Interim Report is available for free at: http://bankrupt.com/misc/cacb18-15114-29.pdf About MS Diagnostic Laboratory MS Diagnostic Laboratory LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-15114) on May 2, 2018. In the petition signed by Montano Geronimo, Jr., the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. NATELCO CORPORATION: Seeks Authorization on Cash Collateral Use --------------------------------------------------------------- Natelco Corporation requests the U.S. Bankruptcy Court for the District of Maryland to authorize its preliminary use of Sandy Springs Bank's cash collateral in the ordinary course of its business to fund its ongoing operations, including payroll, and to pay obligations and expenses set forth in the 14-day budget, or until the final hearing on the use of cash collateral. In order to manage the cash flow, in May 2015, Natelco entered into a revolving commercial loan with Washington First, in the principal amount of $5,000,000. Washington First, however, was purchased by Sandy Springs Bank. Sandy Springs Bank asserts a security interest in and to substantially all assets of the Debtor pursuant to (i) a Revolving Commercial Note in the original principal amount of $5,000,000 and (ii) a Loan and Security Agreement. Pursuant to the Loan Documents, the Natelco's obligations to the Bank were secured by, among other things, a blanket lien on all of the Natelco's assets As further security, Sandy Springs Bank also maintains an Indemnity Deed of Trust with respect to certain real property located at 726 Sunpoint Road, Davidsonville, Maryland 21035, owned by Donna M. LaScola and her husband, Charles Titsworth. As adequate protection of the Sandy Spring Bank security interest in the cash collateral, Sandy Spring Bank will be granted a security interest of the same priority and to the same extent as its prepetition security interest in the Sandy Spring Bank collateral, and any profit, offspring, and proceeds after acquired, to the extent of the Debtor's use of such cash collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mdb18-18507-11.pdf About NATELCO Corporation NATELCO Corporation -- http://natelcoelectric.com/-- provides turn-key electrical contracting services in the Maryland, Washington, DC and Virginia areas. The company installs, services, and maintains fire alarms, security systems, computer cabling, networking, data and phone, emergency power and uninterruptible power systems. The company serves office, retail, commercial or industrial clients. NATELCO was founded in 1993 and led by CEO Donna LaScola. NATELCO Corporation filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-18507) on June 26, 2018. In the petition signed by Donna M. LaScola, CEO, the Debtor estimated assets and liabilities at $1 million to $10 million. The Hon. Wendelin I. Lipp is the case judge. Tydings & Rosenberg LLP, led by Joseph Michael Selba, Esq., serves as counsel to the Debtor. NATURE'S BOUNTY: Bank Debt Trades at 18% Off -------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 82.25 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 0.92 percentage points from the previous week. Nature's Bounty pays 775 basis points above LIBOR to borrow under the $400 million facility. The bank loan matures on September 30, 2025. 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 13. NEC BEAUMONT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Affiliated companies that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- NEC Beaumont Asset Holdings, LLC 18-34030 10800 Richmond Avenue Houston, TX 77042 NEC Beaumont Emergency Center, LP 18-34031 10800 Richmond Avenue Houston, TX 77042 Business Description: NEC Beaumont Asset Holdings and NEC Beaumont Emergency Center are part of the Neighbors Health Group that operate outpatient care centers throughout the State of Texas, including in the greater Houston area, South Texas, El Paso, the Golden Triangle, the Panhandle, and the Permian Basin. The Emergency Centers are designed to offer an attractive alternative to traditional hospital emergency rooms by reducing wait times, providing better working conditions for physicians and staff, and giving patient care the highest possible priority. Debtors Beaumont Asset Holdings LLC and NEC Beaumont Emergency Center filed a motion requesting that certain orders in the Chapter 11 cases jointly administered as In re Neighbors Legacy Holdings, Inc., et al., Case No. 18-33836 apply to their Chapter 11 cases. http://www.neighborshealth.com/ Chapter 11 Petition Date: July 23, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtors' Counsel: Eric Michael English, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: 713-226-6612 Fax: 713-226-6212 Email: eenglish@porterhedges.com - and - John F. Higgins, IV, Esq. PORTER HEDGES LLP 1000 Main St, Ste 3600 Houston, TX 77002-6336 Tel: 713-226-6648 713-226-6000 Fax: 713-226-6248 Email: jhiggins@porterhedges.com Debtors' Investment Banker: HOULIHAN LOKEY, INC. Debtors' Financial Advisor: COHNREZNICK LLP Assets and Liabilities: Estimated Estimated Assets Liabilities ----------- ------------ NEC B Asset Holdings $1 mil. to $10 million $500,000 to $1 million NEC B Emergency Center $1 mil. to $10 million $1 mil. to $10 million The petitions were signed by Chad J. Shander, chief restructuring officer. The Debtors each did not incorporate in its petition a list of 20 largest unsecured creditors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/txsb18-34030.pdf http://bankrupt.com/misc/txsb18-34031.pdf NEIGHBORHOOD HEALTH: Taps NAI DiLeo-Bram as Real Estate Broker -------------------------------------------------------------- Neighborhood Health Services Corporation received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire real estate broker NAI DiLeo-Bram & Co. The firm will assist the Debtor in connection with the sale of its property located at 1700-58 Myrtle Avenue, Plainfield, New Jersey. In the event the property or its portion is sold to anyone during the term of NAI DiLeo-Bram's agreement with the Debtor, the firm will be paid a commission of 5% of the gross purchase. Meanwhile, in the event of a sale to a purchaser represented by a cooperating broker, the commission will be split between NAI DiLeo-Bram and the cooperating broker, less the marketing fees incurred by the firm. Jeffry Jones, senior vice-president of NAI DiLeo-Bram, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffry M. Jones DiLeo-Bram, LLC d/b/a NAI DiLeo-Bram & Co. 1315 Stelton Road Piscataway, NJ 08854 Telephone: 732.985.3000 Fax: 732.985.3022 Email: info@naidb.com About Neighborhood Health Services Corp. Neighborhood Health Services Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 15-10277) on January 7, 2015. In the petition signed by Siddeeq El Amin, chairman, board of directors, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Vincent F. Papalia presides over the case. Giordano, Halleran & Ciesla, P.C. is the Debtor's bankruptcy counsel. NEIGHBORS LEGACY: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------- Henry Hobbs, Jr., acting U.S. Trustee for Region 7, on July 23 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Neighbors Legacy Holdings Inc. and its affiliates. The committee members are: (1) Read King, Inc. Attn: Deann Lanz 5850 San Felipe St., Suite 490 Houston, TX 77056 Tel: 713-782-9000 Fax: 713-782-9522 Email: dlanz@read-king.com Counsel for Member: Gray Read & McGraw LLP Jason Brookner, Esq. 1601 Elm St., Suite 4600 Dallas, TX 75201 Tel: 469-320-6132 Fax: 469-320-6894 Email: jbrookner@grayreed.com (2) UCP Texas Limited, Ltd. Attn: John Pearce 8310 N. Capitol of Texas Highway Austin, TX 78731 Tel: 512-441-1411 Fax: 512-469-2975 Email: jpearce@pearceattycpa.com Counsel for Member: John Pearce, Esq. 8310 N. Capitol of Texas Highway Austin, TX 78731 Tel: 512-441-1411 Fax: 512-469-2975 Email: jpearce@pearceattycpa.com (3) The Don Levin Trust Attn: Thomas P. Gallagher and Thomas D. Gordon, Co-Trustees 11300 W. Olympic Blvd., Suite 770 Los Angeles, CA 90064 Tel: 310-449-7900 Email: tomg@dsl-cc.com Email: tomdg@dsl-cc.com Counsel for Member: Exall + Wood, PLLC Kim Annello, Esq. 3838 Oak Lawn Avenue, Suite 1750 Dallas, TX 75219 Tel: 469-619-6230 Email: kannello@exallwood.com (4) XtreMed Enterprise, LLC Attn: Houman Farzian 9703 Richmond Ave., Suite 120 Houston, TX 77042 Tel: 888-880-2428 Fax: 832-539-3737 Email: legal@x3med.com Counsel for Member: Christian, Smith & Jewell, LLP Allan Levine, Esq. 2302 Fannin, Suite 500 Houston, TX 77002 Tel: 713-659-7617 Fax: 713-659-7641 Email: alevine@csj-law.com (5) Southwest Precision Printers, LP Attn: Tim Tully 1055 Conrad Sauer Dr. Houston, TX 77043 Tel: 713-858-4517 Fax: 713-468-6558 Email: ttully@swpp.com Counsel for Member: Davis & Hill, P.C. Dennis McQueen, Esq. 1415 Louisiana, 22nd Floor Houston, TX 77002 Tel: 713-951-0160 ext. 114 Fax: 713-951-0662 Email: dam@pdhlaw.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Neighbors Legacy Holdings Inc. Neighbors Legacy Holdings -- http://www.neighborshealth.com/-- and its subsidiaries currently operate 22 freestanding emergency centers throughout the State of Texas, including in the greater Houston area, South Texas, El Paso, the Golden Triangle, the Panhandle, and the Permian Basin. The Emergency Centers are designed to offer an attractive alternative to traditional hospital emergency rooms by reducing wait times, providing better working conditions for physicians and staff, and giving patient care the highest possible priority. The Debtors were founded in Houston in 2008 by nine emergency room physicians. Neighbors Legacy Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 18-33836) on July 12, 2018. In the petition signed by Chad J. Shandler, chief restructuring officer, the Debtor disclosed less than $50,000 in assets and less than $50,000 in liabilities. Judge Marvin Isgur presides over the cases. NEW BERN: ECM Summary Judgment Bid on WC Indemnity Claim Allowed ---------------------------------------------------------------- On remand from the district court, Bankruptcy Judge Stephani W. Humrickhouse allows East Carolina Masonry, Inc.'s motion for summary judgment on Weaver Cooke's contractual indemnity claim. In establishing the elements of negligence, made necessary here by the contractual indemnity provision requiring such a showing, the burden in the summary judgment context was and is on Weaver Cooke as the proponent of its claim to put forth admissible, relevant evidence sufficient to establish the existence of genuine issues of material fact as to whether the acts or omissions it attributes to ECM proximately caused the water-related damages of which it now complains. Again, it comes down to the Barbour Report and the report of Sutton-Kennerly & Associates. In its original motion for summary judgment, ECM articulated the proximate cause argument but did not aggressively pursue it, choosing to focus on other defensive theories; it did, however, manage to shift the burden to Weaver Cooke. Further, this question subsequently was addressed in exhaustive detail during the hearing held on July 19, 2017; was discussed in the Indemnity Remand Order; and, finally, gave rise to the court's request of the parties to articulate the extent to which the matters addressed in the hearing and orders pertained to them. There is simply no way around it. In sum, Weaver Cooke was acutely aware of its need to bring forward evidence responsive to ECM's proximate cause argument. Unfortunately, Weaver Cooke didn't address the matter with specificity in its initial memorandum in response to ECM's motion for summary judgment, and also failed to address it in either of its two supplemental responses, other than to contend that "the only issues available to ECM on remand are those specifically identified by the District Court." The Barbour testimony appended by Weaver Cooke to its responsive memoranda does not speak to whether any of the flaws Mr. Barbour perceived in ECM's work caused actual water intrusion and/or actual water damage. Weaver Cooke has not cited to this court any specific language from the Barbour Report, or the Sutton-Kennerly & Associates report, that could support this crucial factor in Weaver Cooke's claim. In a nutshell, this court has no basis upon which it could now conclude that Weaver Cooke has proffered, in either the Barbour Report and/or the Sutton-Kennerly & Associates report, relevant and admissible evidence sufficient to meet its burden of showing that some aspect of ECM's installation of the thru-wall flashing or mortar netting proximately caused any kind of water damage to the SkySail project. With no showing of proximate cause, the negligence required to invoke the indemnity clause also is lacking, and summary judgment is appropriate for ECM on this claim. For these reasons, the court on remand concludes that ECM's motion for summary judgment on the contractual indemnity claim is allowed with respect to Weaver Cooke's claim for damages relating to "the Work" performed by ECM, that being the masonry work as defined within the parties' subcontract and the attachments, any damages sought by Weaver Cooke are excepted from recovery in indemnity. Further, with respect to Weaver Cooke's claim for any water intrusion damages resulting from ECM's allegedly negligent performance of its work resulting in damages to other tangible property at SkySail, the motion is allowed on grounds that Weaver Cooke has failed to satisfy its burden of showing proximate cause. The adversary proceeding is NEW BERN RIVERFRONT DEVELOPMENT, LLC, Plaintiff, v. WEAVER COOKE CONSTRUCTION, LLC; TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA; J. DAVIS ARCHITECTS, PLLC; FLUHRER REED PA; and NATIONAL ERECTORS REBAR, INC. f/k/a NATIONAL REINFORCING SYSTEMS, INC., Defendants, and WEAVER COOKE CONSTRUCTION, LLC; and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, Defendants, Counterclaimants, Crossclaimants and Third-Party Plaintiffs, v. J. DAVIS ARCHITECTS, PLLC, FLUHRER REED PA, SKYSAIL OWNERS ASSOCIATION, INC.; NATIONAL REINFORCING SYSTEMS, INC., ROBERT P. ARMSTRONG, JR., ROBERT ARMSTRONG, JR., INC., SUMMIT DESIGN GROUP, INC., CAROLINA CUSTOM MOULDING, INC., CURRENTON CONCRETE WORKS, INC., WILLIAM H. DAIL d/b/a DD COMPANY, EAST CAROLINA MASONRY, INC., GOURAS, INC., HAMLIN ROOFING SERVICES, INC., HUMPHREY HEATING & AIR CONDITIONING, INC.; PERFORMANCE FIRE PROTECTION, LLC; RANDOLPH STAIR AND RAIL COMPANY; STOCK BUILDING SUPPLY, LLC; PLF OF SANFORD, INC. f/d/b/a LEE WINDOW & DOOR COMPANY; UNITED FORMING, INC. a/d/b/a UNITED CONCRETE, INC.; JOHNSON'S MODERN ELECTRIC COMPANY, INC.; and WATERPROOFING SPECIALITIES, INC., Crossclaimants, Counterclaimants and Third-Party Defendants. and NATIONAL ERECTORS REBAR, INC. Defendant, Counterclaimant, Crossclaimant and Third-Party Plaintiff, v. ROBERT P. ARMSTRONG, JR., ROBERT ARMSTRONG, JR., INC., SUMMIT DESIGN GROUP, INC., JMW CONCRETE CONTRACTORS, and JOHNSON'S MODERN ELECTRIC COMPANY, INC. Third-Party Defendants. and J. DAVIS ARCHITECTS, PLLC, Third-Party Plaintiff, v. MCKIM & CREED, P.A., Third-Party Defendant. and GOURAS, INC., Third-Party Defendant and Fourth-Party Plaintiff, v. RAFAEL HERNANDEZ, JR., CARLOS CHAVEZ d/b/a CHAVEZ DRYWALL, 5 BOYS, INC. and ALEX GARCIA d/b/a/ JC 5, Fourth-Party Defendants. and STOCK BUILDING SUPPLY, LLC, Third-Party Defendant and Fourth-Party Plaintiff, v. CARLOS O. GARCIA, d/b/a/ C.N.N.C., Fourth-Party Defendant, Adversary Proceeding No.10-00023-AP (Bankr. E.D.N.C.). A full-text copy of the Court's Order dated June 26, 2018 is available at https://bit.ly/2A1uH2W from Leagle.com. Jeld-Wen, Inc., Movant, represented by David M. Grogan -- dgrogan@slk-law.com -- Shumaker Loop & Kendrick, LLP. New Bern Riverfront Development, LLC, Plaintiff, represented by Daniel K. Bryson -- dan@wbmllp.com -- Whitfield, Bryson & Mason, LLP, Matthew E. Lee – matthew@wbmllp.com -- Whitfield, Bryson & Mason, LLP, John A. Northen, Northen Blue, LLP, Stephanie Osborne-Rodgers , Northen Blue, Vicki L. Parrott, Northen Blue, LLP & Jeremy R. Williams , Whitfield Bryson & Mason LLP. Humphrey Heating and Air Conditioning, Inc., Defendant, pro se. National Erectors Rebar, Inc., fka, Defendant, represented by Patsy A. Cook , William M. Black, Jr., Attorneys, Christopher J. Derrenbacher , Lewis Brisbois Bisgaard & Smith LLP & Jennifer M. St. Clair . Travelers Casualty and Surety Company of America, Defendant, represented byMatthew C. Bouchard , Lewis & Roberts P.L.L.C., Robyn Burrows , Watt, Tieder, Hoffar & Fitzgerald, LLP & Carter B. Reid , Watt, Tieder, Hoffar & Fitzgerald, LLP. J. Davis Architects, PLLC, Defendant, represented by Jeffrey D. Bradford, Brown Law LLP, Gregory W. Brown, Brown Law LLP & Kristi Lyn Gavalier, Brown Law LLP. About New Bern Riverfront Development Cary, North Carolina-based New Bern Riverfront Development, LLC, is the developer of SkySail Condominium, consisting of 121 residential condominiums (plus 1 commercial/non-residential unit) located on Middle Street on the waterfront in historic downtown New Bern, North Carolina, and sells the SkySail Condominiums in the ordinary course of business. New Bern Riverfront filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov. 30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents the Debtor. The Company disclosed $31,515,040 in assets and $25,676,781 in liabilities as of the Chapter 11 filing. New Bern Riverfront has filed an Amended Plan of Reorganization, which represents a consensual plan negotiated with the Debtor's secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates selling properties. NEW MACH GEN: Taps Prime Clerk as Claims Agent ---------------------------------------------- New MACH Gen, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as 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. Prime Clerk will charge these hourly rates: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $210 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 New Mach Gen New Mach Gen, LLC, owns and manages a portfolio of three natural gas-fired electric generating facilities located in the United States: (1) a 1,080 MW facility located in Athens, New York, that achieved commercial operation on May 5, 2004; (2) a 1,092-MW facility located in Maricopa County, Arizona, that achieved commercial operation on September 11, 2004; and (3) a 360-MW facility, located in Charlton, Massachusetts, that achieved commercial operation on April 12, 2001. The facilities dispatch electricity into three power markets, two of which are served by independent system operators ("ISOs") and similar transmission interfaces across a geographically diverse area. Specifically, the Athens facility dispatches power into the region managed by the New York ISO, the Harquahala facility into the region served by the Western Electricity Coordinating Council, and the Millennium facility into the region managed by ISO New England. On March 3, 2014, MACH Gen, LLC and four affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10461). One month later, the company exited bankruptcy after winning approval of a prepackaged plan that gave company's second-lien debt holders most of the equity of the reorganized company. On June 11, 2018, New MACH Gen, LLC, and four affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11368). The new cases are pending before the Honorable Mary F. Walrath. The Company has engaged Evercore as its financial advisor, Alvarez & Marsal North America, LLC as its restructuring advisor, and Young Conaway Stargatt & Taylor, LLP as its legal advisor. Prime Clerk LLC is the claims and noticing agent. NINE WEST: Authorized to Retain A&M to Provide Interim CEO ---------------------------------------------------------- Bankruptcy Judge Shelley C. Chapman issued a modified bench decision granting Nine West Holdings, Inc. and its debtor affiliates' application to retain Alvarez & Marsal North America, LLC, to provide the Debtors with an interim CEO and certain additional personnel and to designate Mr. Ralph Schipani as Interim CEO. The U.S. Trustee's objection is overruled. The U.S. Trustee argued that A&M and Mr. Schipani are professional persons within the meaning of section 327 of the Code and that employment of professional persons must be accomplished solely and exclusively under section 327; the U.S. Trustee submits that a debtor cannot use section 363(b) to employ a professional person. Taking its argument a step further, the U.S. Trustee posited that A&M cannot meet the disinterestedness requirement of section 327(a) and that, therefore, the Application must be denied. The Debtors and A&M vehemently disagreed with the arguments of the U.S. Trustee, pointing out that retention of distressed management consultants has been authorized pursuant to section 363(b) in dozens of other bankruptcy cases where the engagement satisfies the business judgment standard, and that the objection directly contradicts the U.S. Trustee's national policy over the last 14 years of explicitly assenting to retention applications for management consultants pursuant to section 363(b) in similar circumstances, some involving A&M and others involving other turnaround consulting firms and personnel. Moreover, the Debtors and A&M argued that, in the context of these cases, A&M is not functioning as a "professional person" as such term is used in section 327(a), and that section 363(b) provides the appropriate basis for granting the Application. The Court is not persuaded by any of the U.S. Trustee's arguments with respect to section 363(b) and the Debtors' alleged inability to utilize this section of the Code to provide the basis for retention of A&M and Mr. Schipani in this case. First, with respect to the plethora of cases cited in which section 363(b) has been relied on for the retention of A&M (without objection by the U.S. Trustee), the Court observes that the U.S. Trustee’s narrow, factual distinction between the retention of Mr. Schipani as CEO here and the retention of an A&M professional as CRO in the previous engagements is nonsensical. While it is true that the Debtors seek to retain Mr. Schipani as CEO and not as CRO, the U.S. Trustee's position here is that A&M and Mr. Schipani cannot be retained under section 363 and must be retained under section 327 because they are playing an intimate, significant, and central role in the Debtors’ reorganization and are thus "professional persons" as such term is used in section 327(a) of the Code. Had the Debtors sought to retain Mr. Schipani as CRO, however, it appears likely that the U.S. Trustee's position with respect to section 327 would remain unchanged; he would argue that the principal duties of a CRO are to provide support in a bankruptcy case and thus retention under section 327 is required. The Court held that the distinction that that U.S. Trustee attempts to make in his Objection is simply illogical. Moreover, a close examination of the thirty-seven cases listed on Exhibit A to the A&M Reply reveals that A&M was not in fact retained to provide solely a CRO and other additional personnel to the debtors in each and every one of such cases. Instead, here, as in many of the cited cases, A&M employees were retained pursuant to section 363(b) to serve as additional officers of the debtors, including in roles such as Interim Chief Executive Officer, Interim Chief Financial Officer, Interim Chief Operating Officer, and Interim Vice President of Finance, and to provide additional A&M personnel to assist such officers. The Court declines to find here that Mr. Schipani and A&M are "professional persons" as such term is utilized in section 327(a) of the Code. Their roles -- both prepetition and postpetition -- are focused on running the business. It would be an absurd result if their work in such roles was sufficient to render them "professional persons;" if this were the case, virtually every senior executive of every chapter 11 debtor would have to be retained under section 327(a). This simply cannot be. A full-text copy of the Court's Modified Bench Decision dated July 2, 2018 is available at: http://bankrupt.com/misc/nysb18-10947-465.pdf Attorneys for Debtors and Debtors in Possession: James A. Stempel, Esq. Joseph M. Graham, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, IL 60654 james.stempel@kirkland.com joseph.graham@kirkland.com. -and- Christopher J. Marcus, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 christopher.marcus@kirkland.com -and- Anna G. Rotman, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 609 Main Street Houston, TX 77002 Anna.rotman@kirkland.com Attorneys for Alvarez & Marsal North America, LLC: Dennis F. Dunne, Esq. Alexander B. Lees, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 ddunne@milbank.com alees@milbank.com -and- Andrew M. Leblanc, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP International Square Building 1850 K Street, NW Washington, DC 20006 aleblanc@milbank.com Attorneys for Official Committee of Unsecured Creditors: Daniel H. Golden, Esq. Arik Preis, Esq. AKIN, GUMP, STRAUSS, HAUER & FELD LLP One Bryant Park New York, NY 10036 dgolden@akingump.com apreis@akingump.com Attorneys for Wells Fargo Bank, National Association: Julia Frost-Davies, Esq. MORGAN LEWIS & BOCKIUS LLP One Federal Street Boston, MA 02110 julia.frost-davies@morganlewis.com Attorneys for the Ad Hoc Secured Lender Group: Douglas H. Mannal, Esq. Rachael L. Ringer, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 dmannal@kramerlevin.com rringer@kramerlevin.com Co-Counsel for GLAS Trust Company, LLC: Benjamin I. Finestone, Esq. Kate Scherling, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 benjaminfinestone@quinnemanuel.com katescherling@quinnemanuel.com Co-Counsel for GLAS Trust Company, LLC: Jeanne P. Darcey, Esq. Amy A. Zuccarello, Esq. SULLIVAN & WORCESTER LLP One Post Office Square Boston, MA 02109 jdarcey@sandw.com azuccarelo@sandw.com Attorneys for the Ad Hoc Group of Crossover Lenders: Michael C. Rupe, Esq. Jeffrey D. Pawlitz, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, NY 10036 mrupe@kslaw.com jpawlitz@kslaw.com -and- Bradley Thomas Giordano, Esq. KING & SPALDING LLP 444 West Lake Street, Suite 1650 Chicago, IL 60606 bgiordano@kslaw.com About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NORDAM GROUP: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: The NORDAM Group, Inc. 6910 North Whirlpool Drive Tulsa, OK 74117 Business Description: Founded in 1969, Tulsa-based NORDAM is a an independently owned aerospace company. The firm designs, certifies and manufactures integrated propulsion systems, nacelles and thrust reversers for business jets; builds composite aircraft structures, interior shells, custom cabinetry and radomes; and manufactures aircraft transparencies, such as cabin windows, wing-tip lens assemblies and flight deck windows. NORDAM also is a major third-party provider of maintenance, repair and overhaul services to the military, commercial airline and air freight markets. http://www.NORDAM.com/ Chapter 11 Petition Date: July 22, 2018 Affiliated companies that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- The NORDAM Group, Inc. (Lead Debtor) 18-11699 Nacelle Manufacturing 1 LLC 18-11700 Nacelle Manufacturing 23 LLC 18-11701 PartPilot LLC 18-11702 TNG DISC, Inc. 18-11703 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Ray C. Schrock, P.C. Ryan Preston Dahl, Esq. Jill Frizzley, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 E-mail: Ray.Schrock@weil.com Ryan.Dahl@weil.com Jill.Frizzley@weil.com Debtors' Local Counsel: Daniel J. DeFranceschi, Esq. Paul Heath, Esq. Brett M. Haywood, Esq. Megan E. Kenney, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Tel: 302 651-7700 Fax: 302-651-7701 Email: defranceschi@rlf.com Heath@rlf.com Haywood@rlf.com Kenney@rlf.com Debtors' Financial Advisor: HURON CONSULTING, LLC 550 W. Van Buren Street Chicago, Illinois 60607 Debtors' Investment Banker: GUGGENHEIM SECURITIES, LLC 330 Madison Avenue, New York, NY 10017 Debtors' Claims, Noticing & Solicitation Agent and Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, New York, NY 10017 Web site: http://dm.epiq11.com/#/case/NRD/info Estimated Assets: $500 million to $1 billion Estimated Liabilities: $100 million to $500 million The petition was signed by John C. DiDonato, chief restructuring officer. A full-text copy of NORDAM Group's petition is available at: http://bankrupt.com/misc/deb18-11669.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hexcel Corporation Trade $5,101,970 281 Tresser Boulevard, 16th Floor Stamford, CT 06901‐3261 USA Attn: Lise Salustri Tel: 925-520-4608 Email: Lise.Salustri@hexcel.com Infosys Limited Trade $3,689,864 Hebbal Electronics City Mysore 10 570027 India Attn.: Venkateswarlu (Venkat) Devarapalli Tel: 469‐412‐5585 Email: vdevarapalli@nordam.com Cytec Engineered Materials, Inc. Trade $2,032,420 285 East Technology Circle, Suite 300 Tempe, AZ 85284 USA Attn.: David Fritz Tel: 480‐730‐2180 Email: david.fritz@solvay.com MSC Industrial Supply Co, Inc. Trade $1,996,520 75 Maxess Road Melville, NY 11747‐3151 USA Attn.: Kerri Miller Tel: 918‐712‐4340 Email: MillerKe@mscdirect.com KLX, Inc. Trade $1,913,571 1300 Corporate Center Way Wellington, FL 33414 USA Attn.: Jerrad Brenzikofer Tel: 316‐630‐4963 Email: Jerrard.Brenzikofer@klx.com Arrowhead Products Trade $1,695,775 4411 Katella Ave Los Alamitos, CA 90720 USA Attn.: Margo Snowden Tel: 714‐822‐2556 Email: Msnowden@ArrowheadProducts.net Warner Robins Air Logistics Complex Trade $1,559,068 420 Richard Ray Blvd Warner Robins, GA31098‐1640 USA Attn.: Eric Armour Tel: 478‐222‐3206 Email: ERIC.ARMOUR@US.AF.MIL A&G Machine, Inc. Trade $1,254,551 1231 37th Street NW Auburn, WA 98001‐2417 USA Attn.: Matthew Bakken Tel: 253‐887‐8433 Email: Matthew@agmach.com Visioneering, Inc. Trade $1,224,073 2055 Taylor Road Auburn Hills, MI 48326 USA Attn.: Patrick Guido Tel: 248‐622‐5622 Email: pquido@vistool.com Pryer Aerospace LLC‐Tulsa Trade $1,190,203 2230 North Sheridan Road Tulsa, OK 74115 USA Attn: Brent Pryer Tel: 918‐835‐8885 Email: sales@pryer.aero Microsoft Corporation Trade $1,184,082 7100 North State Hwy 161 Irving, TX 75039 USA Attn.: Brian Peralta Tel: 425‐897‐1131 Email: v‐briper@microsoft.com Ducommun Labarge Trade $1,077,807 Technologies, Inc. 1505 Maiden Lane Joplin, MO 64804 USA Attn.: Leslie Hall Tel: 417‐781‐3200 x77836, Email: Lhall@ducommun.com Baker Aerospace Tooling & Machining Trade $1,057,615 16936 Enterprise Drive Macomb, MI 48044 USA Attn.: Jay Held Tel: 586‐286‐4900 x358, Email: jheld@bakerindustriesinc.com APA Aviation Staffing LLC Staffing Agency $1,024,014 4150 International Plaza Fort Worth, TX 76109 USA Attn.: Nicole Minter Tel: 817‐289‐2754 Email: nminter@apaservices.net Green Metal Fabricators Trade $949,217 906 West Skelly Drive Tulsa, OK 74107 USA Attn.: Rebecca Green Tel: 918‐446‐1571 Email: Rebecca.gmf@tulsacoxmail.com Verstar Group, Inc. Trade $948,477 50305 Patricia Street Chesterfield, MI 48051 USA Attn.: Karly Bolton Tel: 586‐265‐2575 Email: kbolton@thatsaccurate.com Goodrich Aerostructures Group Trade $933,547 850 Lagoon Drive Chula Vista, CA 91910 USA Attn.: Terri Shook Tel: 918‐651‐3525 Email: FSSCASHREMIT@UTAS.UTC.COM Advanced Machine & Trade $888,823 Fabricating, Inc. 11212 East 112th Street North Owasso, OK 74055 USA Attn.: Vanessa Hester Tel: 918‐664‐5410 Email: vhester@advcosinc.com Aviall, Inc. Trade $801,510 2750 Regent Boulevard Dallas, TX 75261‐9048 USA Attn.: Connie Moore Tel: 972‐586‐1728 Email: connie.moore@aviall.com Green Country Aircraft Exhaust Trade $790,661 1876 North 106th East Ave Tulsa, OK 74116 USA Attn.: Wes Jones Tel: 918‐832‐1769 Email: accountingdept@green countryaircraft.com Fiber Pad, Inc. Trade $746,332 17260 East Young Street Tulsa, OK 74116 USA Attn.: Geneva Phillips Tel: 918‐438‐7430 Email: gphillips@fiberpad.com OMA SPA Trade $733,972 Via Cagliari 20 Foligno Pg 06034, Italy Attn.: Leonardo Borgna Phone: +39 0742 347576 Email: l.borgna@omafoligno.it Coast Composites LLC Trade $731,250 1395 S Lyon Street Santa Ana, CA 92705 USA Attn.: Jacob Salas Phone: 949‐455‐0665 Email: Jacob.Salas@ascentaerospace.com Eaton Aeroquip LLC Trade $707,707 300 S East Ave Jackson, MI 49203 USA Attn.: Shari Harlett Tel: 616‐831‐8361 Email: shariharlett@eaton.com Sargent Controls & Aerospace Trade $685,443 5675 West Burlingame Road Tucson, AZ 85750 USA Attn.: Carrasco Renee Tel: 520‐744‐1000 x4711 Email: Rcarrasco@sargentaerospace.com Aeron Group LLC Trade $670,535 1901 North Willow Ave Broken Arrow, OK 74012 USA Attn.: Michelle Ivey Tel: 918‐294‐1167 Email: michelleivey@aerongroup.com Seyer Industries, Inc. Trade $570,382 66 Patmos Court St Peters, MO 63376 USA Attn.: Bethany Freeman Tel: 636‐229‐4166 Email: bfreeman@seyerind.com Airbus Service Co, Inc. Trade $562,503 2550 Wasser Terrace Herndon, VA 20171 USA Attn.: Elizabeth Gilmore Tel: 703‐326‐3633 Email: elizabeth.gilmore@airbus.com Rolls Royce North America, Inc. License Royalty N/A 1421 Sweet Gum Circle Keller, TX 76248 USA Attn.: Jamie Finlay Tel: +44 (0)141 626 8245, Email: jamie.finlay@rolls‐royce.com Pratt & Whitney Canada Contract N/A 1000 Marie‐Victorin Boulevard Mail Code 01AA4 Longueuil, Quebec J4G 1A1 Canada 400 Main Street East Hartford, CT 06118 USA Attn: David P.W. Emmerling Irene Makris Neil G. Mitchill, Jr. Tel: 860‐565‐5839 450‐677‐9411 860‐565‐4048 Email:david.emmerling@pw.utc.com Irene.markris@pwc.ca Neil.Mitchill@pw.utc.com NORDAM GROUP: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------ The NORDAM Group, Inc., together with its domestic subsidiaries and affiliates, on July 23 disclosed that it has filed a voluntary petition for protection under Chapter 11 reorganization. NORDAM's foreign subsidiaries and affiliates have not filed for Chapter 11 protection in the United States or in their home jurisdictions. The action comes following a protracted contract dispute with Pratt & Whitney Canada regarding the PW800 nacelle system used in Gulfstream G500 and G600 aircraft. NORDAM CEO Meredith Madden stated, "This court filing is not what we wanted to do, but it is what we had to do. It is the best path forward for our company because it allows our business to operate without interruption." The filing is supported by additional financing from NORDAM's bank lenders to help ensure operations continue uninterrupted during the restructuring process. "We are confident in our company and its future. We will emerge from the Chapter 11 process successfully, as an even stronger company," Ms. Madden said. "During an eight-year period, we invested in excess of $200 million. The PW800 nacelle system has FAA approval and is operating as expected, having flown more than 6,400 flight-test hours as of July 20 with exceptional performance and quality." Ms. Madden emphasized the court filing in no way affects other NORDAM programs or customers. "Outside of the contract situation with Pratt & Whitney Canada, our company programs and product lines are performing well, and we are pursuing several new business opportunities," she said, adding that the company's focus is on programs with high-growth potential and a strong competitive position in several market niches. About Nordam Founded in 1969 on family values with multiple, strategically-located operations and customer support facilities around the world, Tulsa-based NORDAM is a leading independently owned aerospace company. The firm designs, certifies and manufactures integrated propulsion systems, nacelles and thrust reversers for business jets; builds composite aircraft structures, interior shells, custom cabinetry and radomes; and manufactures aircraft transparencies, such as cabin windows, wing-tip lens assemblies and flight deck windows. NORDAM also is a major third-party provider of maintenance, repair and overhaul services to the military, commercial airline and air freight markets. Learn more about NORDAM at NORDAM.com. OFF THE GRID: Allowed to Use Cash Collateral on Final Basis ----------------------------------------------------------- The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California authorized Off The Grid, LLC to use property that constitutes cash collateral on a final basis in accordance with the supplemental budget attached to the Motion. OTG is authorized to use the cash collateral as long as, for any particular operating month: (1) the aggregate expenditures for all categories set forth in the Budget do not exceed the budgeted aggregate expenses by more than 20%; and (2) the expenditures with respect to any particular category of expense set forth in the Budget do not exceed the amount set forth in the Budget for such category by more than 20%. To the extent that the use of the Cash Collateral on and after the Petition Date results in a diminution in the value of the Cash Collateral, San Luis Financial, Inc. will have a replacement lien on and security interest in, to the extent of any such diminution, all post-petition property of the same type and character as the property to which SL Financial's prepetition lien extended, to secure the prepetition claim of SL Financial against OTG. The Replacement Lien will have the same validity, priority, enforceability and avoidability as the prepetition lien that SL Financial asserts on the Cash Collateral and other allegedly encumbered property used by OTG. OTG's authority to use Cash Collateral will terminate upon the earlier of: (1) entry of an order of the Bankruptcy Court terminating OTG's authority to use Cash Collateral; (2) 30 days after entry of an order appointing a chapter 11 trustee or converting the case to chapter 7, and (3) the effective date of a confirmed plan of reorganization. A full-text copy of the Final Order is available at http://bankrupt.com/misc/cacb18-10399-96.pdf About Off the Grid Founded in 2009, Off The Grid LLC is a privately-held company in San Simeon, California, that leases real estate properties. Centrally Grown Holdings, LLC owns the Centrally Grown restaurant and bar, which serves craft cocktails, local beers and wine. Both companies are affiliates of Red Mountain Farms, LLC, which sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-10202) on Feb. 14, 2018. Off The Grid sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10399) on March 20, 2018. Centrally Grown Holdings filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-10624) on April 24, 2018. The cases are jointly administered under Case No. 18-10399. In the petitions signed by David Robertson, member, Off The Grid estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Centrally Grown Holdings estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Deborah J. Saltzman presides over the cases. Margulies Faith, LLP, is the Debtors' legal counsel. OPT CO: Aug. 29 Confirmation Hearing on Consolidated Debtors' Plan ------------------------------------------------------------------ Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona has approved the disclosure statement explaining the first amended plan of Opt Co, 4K Builders, Inc., 4K Properties, Ltd., BLU Enterprises, Inc., Vintage Millworks, Inc., Southwest Renewable Resources, LLC, Opt Co Residential Painting, LLC, and Arizona Steel Finishing, LLC ("Consolidated Debtors"). The Court will consider whether to confirm the Plan at a hearing on August 29, 2018, at 10:15 a.m. Any party desiring to object to confirmation of the Plan must file a written objection by Aug. 22. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb18-0609-0241.pdf About Opt Co Opt Co. operates as a painting contractor. It offers exterior, interior, custom homes, garage epoxy, and fences painting and coating services. It serves industrial, commercial, and residential customers in the State of New York. Most of the principal assets of Opt Co. and its affiliates are located at 5136 S. Desert View Apache Junction, Arizona. Opt Co. and eight of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 17-06091 to 17-06098, and 17-06100) on May 31, 2017. Joseph Cook, personal representative of estate of Allan Kauffman, signed the petitions. Debtors Opt Co, 4K Builders, Inc., Blu Enterprises, Inc., Vintage Millworks, Inc., Southwest Renewable Resources, LLC, Optco Residential Painting, LLC, Arizona Natural Resources Products, LLC, and Arizona Steel Finishing, LLC, each listed under $50,000 in assets and $1 million to $10 million in liabilities. Debtor 4K Properties, Ltd, listed under $50,000 in assets and $10 million to $50 million in liabilities. Judge Brenda Moody Whinery presides over the cases. The Debtors hired Davis Miles McGuire Gardner, PLLC, as counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. OWEN & FRED: Seeks Authority on Interim Cash Collateral Use ----------------------------------------------------------- Owen & Fred Corp., doing business as Boarding Pass NYC, asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use property which may constitute collateral in accordance with the terms and conditions set forth in the proposed Interim Order. The Debtor proposes to use Collateral only for ordinary and necessary limited operating expenses in connection with the wind down and orderly liquidation of the Debtor's business and assets substantially in accordance with the 6-week week operating budget. The Debtor believes that the use of Collateral in accordance with the Budget will provide the Debtor with adequate liquidity to pay ordinary course payable administrative expenses as they become due and payable during the period covered by the Budget without any significant diminution in value of the collateral. The Debtor believes that these entities may assert an interest in its cash collateral: (a) TD Bank, N.A. claimed that the Debtor was indebted to it in the approximate outstanding amount of $97,376, secured by a lien on certain of the Debtor's property. (b) On Deck Capital, Inc. alleged that the Debtor was indebted to it in the approximate outstanding amount of $156,321 as of the Petition Date. However, that amount is subject to investigation and may be disputed. The Debtor's obligations under the On Deck Agreement are allegedly secured by a lien on certain of the Debtor's property. (c) Bluevine Capital Inc. asserted that the Debtor was indebted to Bluevine in the approximate amount of $16,386, allegedly secured by a lien on certain of the Debtor's property. However, that amount is subject to investigation and may be disputed. (d) Celtic Bank d/b/a Kabbage averred that the Debtor was indebted to it in the approximate amount of $41,310, secured by a lien on certain of the Debtor's property. However, that amount is subject to investigation and may be disputed. (e) Pursuant to that certain Purchase and Sale of Future Receivables Agreement with EIN CAP, Inc., in which EINC allegedly purchased certain future payment of monies from the Debtor's customers and/or other third party payors. As of the Petition Date, EINC asserted the Debtor was indebted to it in the approximate amount of $65,645.39. However, that amount is subject to investigation and may be disputed. The EINC Agreement, which appears to be a disguised usurious loan agreement, is allegedly secured by a lien on certain of the Debtor's property. The Debtor believes that TD Bank, On Deck and Bluevine are the only parties that may hold a perfected security interest in the Debtor's property which may constitute, inter alia, Cash Collateral, subject to dispute and further investigation by the Debtor and other parties in interest. As adequate protection, the Debtor will grant TD Bank, On Deck, Bluevine, Kabbage and EINC replacement liens in all of the Debtor's prepetition and postpetition assets and proceeds, including the Collateral and the proceeds of the foregoing, to the extent that TD Bank, On Deck, Bluevine, Kabbage and EINC have valid a security interest in said prepetition assets on the Petition Date and in the continuing order of priority that existed as of the Petition Date. The Replacement Liens will be subject and subordinate only to: (a) U.S. Trustee fees payable; (b) professional fees of duly retained professionals in this Chapter 11 case as may be awarded pursuant to Sections 330 or 331 of the Code or pursuant to any monthly fee order entered in the Debtor's Chapter 11 case; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; and (d) the recovery of funds or proceeds from the successful prosecution of avoidance actions. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/nyeb18-43534-16.pdf About Owen & Fred Corp. Owen & Fred Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-43534) on June 19, 2018. The Petition was signed by Michael Arnot, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Carla E. Craig presides over the case. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's legal counsel. PAINTSVILLE INVESTORS: PCO Files 1st Report ------------------------------------------- Sherry Culp, duly appointed Patient Care Ombudsman for Paintsville Investors, LLC, reported the monitoring report of the Certified District Long-Term Care Ombudsman, Tara Little, who unannounced visits at varying times. Staffing Several of the residents Little interviewed reported that the facility is understaffed at night. Residents made comments like "It's nothing new" or "They've always had that issue." Residents reported that staff do not show up for work or call-in and believe that is the cause of long waits or unanswered calls for assistance. Little met with the administrator, Emily Jones-Gray to discuss staffing concerns. Little met the new Director of Nursing, Martha Conley. The administrator reported that five staff members are assigned to each floor every evening and three of those staff on each floor are nurse aides. The administrator reported that an in-service regarding the call light answering policy was conducted recently. Administrator Jones-Grey reported that she would conduct call light audits. Supplies The administrator took Little on a tour through the kitchen on April 27, 2018 and June 11, 2018. Little identified no concern with the amount of foods and did not notice a change in quality. Little noted that the facility continued to serve name brand nutritional supplements as well such as Glucerna and Ensure brands. On both dates the storage areas appeared full and the administrator reported expecting another delivery on June 12, 2018. Little interviewed residents about food at the facility. One June 11, 2018 several residents state that they had noticed an improvement lately. Many say the food they have been getting "feels like home cooking." One resident requested more salads and fresh fruits and vegetables. The resident stated that he/she liked the facility food, but wanted more fresh food options if possible. Little met with the administrator and about a resident’s request for more fresh fruits and vegetables. The administrator spoke with dietary manager and both the dietary manager and the administrator made note to provide more fresh food options to the resident. The administrator showed Little the supply room and the facility appeared to have an adequate amount of adult incontinence supplies. The supply room seemed to be fully stocked and additional supplies were noted at the nurse's stations. Social Services Little met with Social Service Director, Misty Pennington. Pennington seemed responsive to two resident concerns Little presented on behalf of residents. Pennington demonstrated that she continued to work to address the concerns and made arrangements to follow up with the residents requesting assistance with rights restoration and eye glass replacement. Little will follow up with both residents during next visit. Physician Services At the time of this report the patient ombudsman had reached one of the resident physicians, Dr. Jason Rice. Dr Rice serves 42 residents. Dr. Rice reported no patient care concerns. The patient ombudsman left a message with Dr. Charles Hardin's assistant, but has not received a call back. No one answered when calls were placed to Dr. Loey Kousa and Dr. Kitta Kousa. The patient ombudsman will seek alternate numbers and attempt contact with doctors Hardin and Kousa again. Therefore, the administrator, Emily Jones-Gray Ms. Gray provided copies of the resident census and physician list as requested. The facility census on April 25, 2018 was 71 residents and 82 residents (one resident listed was utilizing bed hold) on June 11, 2018. On May 1, 2018, Little received an email from the administrator informing her that the facility would begin accepting new admissions again. The ombudsman has no concerns about the cooperation of the facility administration at the time of this report. The Long-Term Care Ombudsman Program has not observed any significant changes in the facility services or resident satisfaction. The facility staff appears to be responsive to any problems or complaints brought to them by the Ombudsman for investigation and resolution. A full-text copy of the PCO's 1st Report is available for free at: http://bankrupt.com/misc/kyeb18-70219-122.pdf About Paintsville Investors Mountain Manor of Paintsville -- http://mountainmanorofpaintsville.com/-- is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. Paintsville Investors, LLC, doing business as Mountain Manor of Paintsville, doing business as Buckingham Place, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. In the petition signed by Franklin D. Fitzpatrick, trustee, manager, the Debtor disclosed $7.01 million in total assets and $9.81 million in total debt. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Paintsville Investors, LLC, as of May 10, 2018, according to the court docket. PARK TEN INVESTMENTS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Park Ten Investments LLC. About Park Ten Investments LLC Park Ten Investments LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-33502) on June 29, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Jeff Bohm presides over the case. PARTY CITY: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+'issuer credit rating on Elmsford, N.Y.-based Party City Holdings Inc. S&P said, "At the same time, we raised the issue-level rating on the term loan to 'BB-' from 'B+' and revised the recovery rating to '2' from '3'. We also assigned a 'B-' issue-level rating and '6' recovery rating to the proposed $500 million senior notes, and affirmed the 'B-' issue-level rating and '6' recovery rating on the senior notes." The outlook is stable. S&P said, "The affirmation reflects our view that although the proposed transaction will improve the company's debt maturity profile, it does not have a material impact on Party City's credit metrics or its overall credit profile. We believe that the company's unique vertically integrated business model and differentiated products are positive factors that enable Party City to access the capital markets. The company's management team demonstrates a solid understanding of the party-goods industry and consistently delivers appealing merchandise selection and customer experience. We assume that Party City will increase EBITDA and prioritize debt repayment over the next 12 months. As a result, we forecast that credit metrics will improve, with debt to EBITDA in the mid-4x area and FFO to debt in the mid-14% area at fiscal year-end 2018. "The stable outlook reflects our expectation for positive operating performance over the next 12 months because of effective merchandising, good brand awareness, and increased share of shelf. We also believe credit metrics will continue to gradually improve in 2018, including debt to EBITDA in the mid-4x area at fiscal year-end. "We could consider a positive rating action if the company consistently increases EBITDA, resulting in sustained leverage below 4x. This could happen if revenues increases in the high-single–digit percentages in 2018 (compared with our forecast of mid-single-digit growth) and gross margin expands by 150 bps. Stronger-than-expected operating performance and cash flows could also result in more meaningful debt repayment than we assume in our base-case forecast, further improving the company's credit profile. Under this scenario, we would also expect the company to continue to reduce the financial sponsor ownership to below 40%, and the risk of releveraging is minimal. "We could consider a negative rating action if operating performance is meaningfully below our expectations. This could happen due to increased competition from online retailers and consumers becoming more cautious with spending on discretionary purchases. Under this scenario, sales would increase in the low-single–digit percentages in 2018 (compared with our forecast of mid-single-digit growth) and gross margin would contract by 150 bps, leading to leverage sustained in the low-5x area and FFO to debt sustained under 12%. We could also take a negative rating action if financial policy becomes more aggressive, resulting in a higher debt balance and weaker credit metrics." PATRIOT NATIONAL: S. Mariano Suit vs Law Firms Remanded ------------------------------------------------------- Bankruptcy Judge John K. Olson granted Plaintiff Steven Mariano's motion to remand the adversary proceeding captioned In re: Steven Mariano, Plaintiff, v. Simpson Thacher & Bartlett, LLP., and Kasowitz Benson Torres, LLP, Defendants, Adv. Proc. No. 18-01087-JKO (Bankr. S.D. Fla.) to the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. On Nov. 20, 2017, the Plaintiff filed a Complaint in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, (the "State Court Action"), claiming that Defendant Simpson Thacher & Barlett LLP and Defendant Kasowitz Benson Torres LLP committed malpractice in connection with the sale of stock belonging to Patriot National, Inc., a company for which the Plaintiff was previously the Chief Executive Officer. Plaintiff alleges that he was jointly represented by Simpson Thacher along with Patriot National and that Simpson Thacher failed to warn him of the risks associated with the sale of stock. On Feb. 28, 2018, Simpson Thacher filed a Notice of Removal from the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida to the United States Bankruptcy Court for the Southern District of Florida. In the Notice of Removal, Simpson Thacher contends, as a preliminary matter, that this Court has subject matter jurisdiction. Specifically, Simpson Thacher claims that the State Court Action is "related to" Patriot National's Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware, which was filed on Jan. 30, 2018. Plaintiff then filed the Motion to Remand, arguing inter alia that there is no subject matter jurisdiction in this Court because there is no "related to" jurisdiction. Simpson Thacher argues that the State Court Action is "related to" the bankruptcy case because the outcome of the State Court Action may conceivably affect the estate at issue in that bankruptcy case. Simpson Thacher contends that the claims are "inextricably intertwined by virtue of identical facts and assertions" and that a judgment in the state court action would present collateral estoppel issues, citing to Gisinger v. Patriach. Simpson Thacher states that "the application of issue preclusion [collateral estoppel] could have a conceivable effect on the applicable bankruptcy estate by altering the applicable Debtor's rights, options, and freedom of action, [and] thus meet[s] the very broad definition of 'related to' jurisdiction," citing to In re CHC Grp. Ltd. Simpson Thacher also contends that "related to" jurisdiction exists when the risk of inconsistent verdicts is present in addition to collateral estoppel issues, citing to In re Frascella Enterprises, Inc. While the courts in these three cases determined that collateral estoppel issues were present, the risk of collateral estoppel is not an issue in this case to confer "related to" jurisdiction. The State Court Action was filed in Florida; therefore, Florida law applies to determine whether collateral estoppel issues are present here. Distinguishably from the three cases that Simpson Thacher cites to, no risk of collateral estoppel is present here because the parties in the bankruptcy case differ from the parties in the State Court Action. The Plaintiff is not a party to the bankruptcy case, even though he previously was an officer of Patriot National. Under applicable Florida collateral estoppel law, there must be complete mutuality of the parties for collateral estoppel to apply. Without the risk of collateral estoppel present, even if "the original complaint and the third party complaint are based upon the same transactions, overlapping facts are not sufficient to confer jurisdiction, even when judicial economy is promoted." Therefore, because the risk of collateral estoppel is not present, there is no "related to" jurisdiction on the basis of the possibility of collateral estoppel and inconsistent verdicts if a state court judgment is entered. Accordingly, due to the fact that there is no "related to" jurisdiction based on similar facts, the risk of collateral estoppel, inconsistent verdicts, or the risk of binding testimony, the Court grants the motion to remand. A full-text copy of the June 26, 2018 Order is available at https://bit.ly/2LnLBgQ from Leagle.com. Steven Mariano, Plaintiff, represented by Albert L. Frevola, Esq., William R. Scherer, Esq.& James D. Silver, Esq. Simpson Thacher & Bartlett LLP, Defendant, represented by Christopher T. Berg -- cberg@wc.com -- Robert M. Cary -- rcary@wc.com -- Drew M. Dillworth, Kelly R. Melchiondo -- kmelchiondo@stearnsweaver.com -- Stearns Weaver Miller, Kristopher E. Pearson , David C. Pollack, Esq. & Jay B. Shapiro -- jshapiro@stearnsweaver.com -- Stearns Weaver Miller. Kasowitz Benson Torres LLP, Defendant, represented by Giselle Gonzalez Manseur -- gmanseur@kasowitz.com -- Kasowitz Benson Torres LLP. About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PAZZO PAZZO: Taps Berger & Bornstein as Special Counsel ------------------------------------------------------- Pazzo Pazzo, Inc. and Berley Associates, Ltd., have tapped Berger & Bornstein P.A. to represent them as special counsel in litigation commenced by Speedwell Ventures, LLC. The litigation (Adversary Proceeding No. 18-01216) is pending before the U.S. Bankruptcy Court for the District of New Jersey, which oversees the Debtors' Chapter 11 cases. Berger & Bornstein will not seek compensation from the Debtors' estates for its services. Lawrence Berger, Esq., at Berger & Bornstein, disclosed in a court filing that he and his firm neither represent nor hold any interest adverse to the Debtors and their estates. The firm can be reached through: Lawrence S. Berger, Esq. Berger & Bornstein P.A. 237 South Street Morristown, NJ 07960 Phone: (973) 993-8600 About Pazzo Pazzo Inc. Pazzo Pazzo Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-13516) on Feb. 23, 2018, estimating under $1 million in assets and liabilities. Lawrence Berger, Esq., at Berger & Bornstein, LLC, is the Debtor's counsel. PLATFORM SPECIALTY: S&P Affirms 'BB-' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Platform Specialty Products Corp. and its subsidiary MacDermid Inc. The outlooks remain stable. S&P said, "At the same time, we affirmed our 'BB-' issue-level rating on the company's senior secured debt. The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. "Additionally, we affirmed our 'B+' issue-level rating on Platform's junior debt. The '5' recovery rating remains unchanged, indicating our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. "We will fully reassess the company's recovery valuation and ratings after its successfully closes the transaction and pays down its debt. "The rating on Platform reflects our belief that the sale of its agricultural chemicals business to UPL Corp. will be credit neutral. Our analysis considers the company transformation plan and its intention to mainly use the proceeds from the sale to pay down a meaningful portion of its outstanding debt. We believe that the loss of business diversity and scale from Platform's sale of its agricultural chemicals business will significantly affect our evaluation of its pro forma business. Importantly, we note that the company will reduce its financial risk by paying down its debt with the proceeds from the sale such that its FFO-to-total debt ratio improves to near 20% from around 7% as of the end of the first quarter of 2018. "The stable outlook on Platform incorporates our belief that the sale of the company's agricultural business will be credit neutral. This assumes that the company executes the transaction on a timely basis as announced and utilizes the proceeds to pay down around $4 billion of debt. A key assumption we make is that the company will adhere to its stated long-term debt leverage target after completing the sale, which would be consistent with our expectation for a FFO-to-total debt ratio of 20%. "We believe that Platform's credit quality will remain unchanged if the transaction does not proceed and if the cancellation does not affect its operating performance or capital structure. Under such a scenario, we would expect the company to maintain a FFO-to-total debt ratio of around 7%. "We expect the company to be prudent with respect to shareholder rewards, growth opportunities, and capital spending--especially during potential downturns--so that it can maintain its target debt leverage whether it proceeds with the transaction or not. "We could lower our ratings on Platform if the company is unable to reduce its debt as expected following the completion of the sale, or if it utilizes a meaningful portion of the proceeds for shareholder rewards such that its FFO-to-debt ratio remains below 12% following the transaction. We could also lower our ratings if unexpected weakness in global demand or raw-material cost pressures constrain the improvement in its debt leverage despite the transaction proceeding as envisaged. We could also lower the rating if the transaction does not go ahead and the company's FFO-to-total debt ratio weakens from 2017 levels. "Though unlikely at this point in time, we could raise our ratings on Platform by one notch if its earnings exceed our expectations such that its FFO-to-total debt ratio exceeds 20% and we believe that it will maintain this ratio at these levels in the years following the close of the transaction. We could also raise our ratings if the transaction does not proceed, the company retains its agricultural business, and it takes steps to maintain a FFO-to-total debt ratio of 12% or more. Currently, we expect that steadily improving earnings in this business will only modestly strengthen Platform's FFO-to-total debt ratio from 7% as of March 31, 2018." POST OAK REALTY: Creditor Moves Public Auction to Aug. 9 -------------------------------------------------------- Jones Lang LaSalle, on behalf of PTI Mezz Holdings ("secured party"), in its capacity as assignee of BREF IV Series A LLC ("original secured party"), offers for sale at public auction on Aug. 9, 2018, at 3:00 p.m., in the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, connection with the a Uniform Commercial Code sale: a) 100% of the limited liability company membership interests in Post Oak Realty Group LLC; b) the 99.5% limited partner interest in Post Oak Realty Investment Partners LP, which is the sole owner of the property commonly known as the "Park Towers" located at 1233 & 1333 West Loop South, Houston, Texas; c) 100% of the limited liability company membership interests in Innova Realty Group LLC; and d) the 99.5% limited partner interest in Innova Entertainment Investment Partners LP, which is the sole owner of the property commonly known as "Innova Theater and Retail" located at 3839 Weslayan Street and 3838 Norfolk Street, Houston, Texas. The interests were originally scheduled to be offered for sale on a public auction on July 10, 2018. The secured party has elected to postpone the original auction date. The Post Oak Interests are owned by 610 Investment Partners LP and the Innova Interests are owned by Weslayan Entertainment Investment Partners LP ("Mezzanine Borrower"), each having its principal place of business at 13355 Noel Road, 22nd Floor, Dallas, Texas 75240. The original secured party, as lender, has made a loan to the mezzanine borrower. In connection with the mezzanine loan, the mezzanine borrower has granted to the original secured party a first priority lien on the interests pursuant to those certain pledge and security agreements. Prior to the sale, the original secured party will assign the mezzanine loan and related documents to the new secured party. The original secured party and, following the assignment, the new secured party is offering the interests for sale in connection with the foreclosure on the pledge of such interests. The mezzanine loan is subordinate to a mortgage loan and other obligations and liabilities of the senior borrower or otherwise affecting the property. All bids must be for cash, and the successful bidder must be prepared to deliver immediately available good funds within 24 hours after the sale and otherwise comply with the bidding requirements. Further information concerning the interests, the requirements for obtaining information and bidding on the interests and the terms of sale can be found at https://www.parktowersandinnovauccforeclosure.com/ Jones Lang can be reached at: Kellogg C. Gaines Managing Director Jones Lang LaSalle, IP, Inc. 330 Madison Avenue, 4th Floor New York, NY 10017 Tel: +1 212 812 5907 E-mail: kellogg.gaines@am.jll.com - or - Brett Rosenberg Vice President 330 Madison Avenue, 4th Floor New York, NY 10017 Tel: +1 212 812 5926 Email: brett.rosenberg@am.jll.com PREFERRED CARE: Aug. 3 Auction of Management Subsidiaries Set ------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized the bidding procedures of Preferred Care Partners Management Group, L.P. ("PCPMG") and Kentucky Partners Management, LLC, in connection with the sale of PCPMGPs non-debtor management subsidiaries at auction. A hearing on the Motion was held on July 3, 2018. The sale will be free and clear of any and all liens, encumbrances, claims, and other interests. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 31, 2018 at 4:00 p.m. (CT) b. Initial Bid: After the Bid Deadline, the Debtors will determine which Qualified Bid represents the then highest or otherwise best value to PCPMG. c. Auction: Aug. 3, 2018 at 10:00 a.m. (CT) at the offices of Dykema Cox Smith, 1717 Main, Suite 4200, Dallas, Texas d. Bid Increments: $100,000 e. Sale Hearing: The Court will consider the Debtors' sale of the Management Subsidiaries in conjunction with their confirmation of the Plan, unless otherwise noticed by a separate motion after the Auction. f. Sale Objection Deadline: July 31, 2018 at 4:00 p.m. (CT) Notwithstanding Bankruptcy Rules 6004, 6006, or otherwise, the Order will be effective and enforceable immediately upon entry, and its provisions will be self- executing. To the extent applicable, the stays described in Bankruptcy Rules 6004(h) and 6006(d) are waived. About Preferred Care Partners Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. The jointly administered cases were later transferred to the Fort Worth Division and assigned Case No. 17-44741. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10 million and $50 million. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10 million and $50 million. PUGLIA ENGINEERING: Taps Thorson Barnett as Special Counsel ----------------------------------------------------------- Puglia Engineering Inc. filed an application seeking approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Thorson Barnett & McDonald, P.C., as special counsel. The firm will assist the Debtor in employment and ERISA-related matters during the pendency of its Chapter 11 proceeding. Specifically, Thorson will analyze issues related to the approximately $35 million unfunded pension liability under certain collective bargaining agreements. Thorson is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The court is set to hold a hearing on August 22 to consider approval of the application. Thorson can be reached through: Devitt D. Barnett, Esq. Thorson Barnett & McDonald, P.C. 3315 Two Union Square, 601 Union Street Seattle, WA 98101 Phone: 877-805-0788 About Puglia Engineering Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a ship builder and repairer based in Tacoma, Washington. It is a privately-held company founded in 1991. The company has locations in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland, California. Puglia Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14, 2018. In the petition signed by Neil Turney, president, the Debtor disclosed $14.26 million in assets and $21.13 million in liabilities. Judge Brian D. Lynch presides over the case. James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on May 3, 2018. The Committee retained CKR Law LLP as its legal counsel; DBS Law, as local counsel; McKool Smith, P.C., as special litigation counsel. PURPLE SHOVEL: $137K Sale of Apopka Property Approved ----------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized Purple Shovel, LLC's sale of the real property located at 1033 Love Lane, Apopka, Florida, Parcel Number 11-21-28-8892-05-170, to Cleunice Lucia Ferreira for $137,000. The Debtor will receive all the net proceeds from the sale other than ordinary and necessary closing expenses. It will provide a copy of the closing statement to the Office of the United States Trustee, to counsel for PFF, LLC and to John Anthony, the counsel for Norwillo claimants at least three business days before the anticipated closing date. Within three days after the sale, a copy of the closing documents will be provided to the office of the United States Trustee, to counsel for PFF, LLC and to John Anthony, the counsel for the Norwillo claimants. All proceeds from the sale of the Love Lane Property will be deposited in a separate DIP account, and no party will use the funds for any purpose pending an Order from the Court authorizing the use of such funds. About Purple Shovel Based in Tampa, Florida, Purple Shovel, LLC -- http://www.purpleshovel.com/-- is a certified Service Disabled Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide value-added solutions to an array of domestic and international challenges. Purple Shovel affords its clients a single point of contact to transport materials and aid anywhere in the world, including remote regions inaccessible to others. Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04599) on June 1, 2018. In the petition signed by Benjamin Worrell, manager, the Debtor disclosed $1.01 million in assets and $12.35 million in liabilities. Judge Caryl E. Delano is the case judge. The Law Offices of Norman and Bullington serves as counsel to the Debtor. REAL INDUSTRY: Dispute with K&E, Ad Hoc Panel Can't be Mediation ---------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that the cases captioned K&E GROSSMAN CHILDREN'S TRUST, et al., Appellants, v. REAL INDUSTRY, INC., et al., Appellees. AD HOC COMMITTEE OF EQUITY SECURITY HOLDERS OF REAL INDUSTRY, INC., Appellant, v. REAL INDUSTRY, INC., et al., Appellees, Civ. Nos. 18-735-LPS, 18-736-LPS (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of this Court. As a result of a screening process, the issues involved in this case are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process. Appellants and appellees in these matters did not agree on whether mediation should proceed. A copy of the Court's Recommendation is available at https://bit.ly/2zVzx1N from Leagle.com. K&E Grossman Children's Trust, NWRA Capital Partners, LLC & Erin K. Donatelli, Appellants, represented by Joseph H. Huston, Jr. -- jhh@stevenslee.com --Stevens & Lee. Real Industry, Inc., Appellee, represented by Mark Minuti -- mark.minuti@saul.com -- Saul Ewing Arnstein & Lehr LLP & Monique Bair DiSabatino –-Monique.disabatino@saul.com -- Saul Ewing Arnstein & Lehr LLP. 210/RELY Partners, LP & Goldman Sachs Asset Management, L.P., Appellees, represented by Mark Minuti, Saul Ewing Arnstein & Lehr LLP. About Real Industry Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the holding company for Real Alloy, the largest third-party aluminum recycler in both North America and Europe. Real Alloy offers products to wrought alloy processors, automotive original equipment manufacturers, foundries, and casters. Real Alloy delivers recycled metal in liquid or solid form according to customer specifications and serves the automotive, consumer packaging, aerospace, building and construction, steel, and durable goods industries. Real Industry has no funded debt. The funded debt obligations of the Real Alloy debtors total $400 million, comprised of (i) $96 million outstanding under a $110 senior secured revolving asset-based credit facility with Bank of America, and (ii) $305 million in principal outstanding under 10.00% senior secured notes due 2019. Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in Delaware on Nov. 17, 2017. The Honorable Kevin J. Carey is the case judge. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Jefferies LLC as the debtors' investment banker; Berkeley Research Group, LLC as financial advisor; Ernst & Young LLP as auditor and tax advisor; and Prime Clerk as the claims and noticing agent and administrative advisor. The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel; Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez & Marsal Securities, LLC, as financial advisor. DDJ Capital Management, LLC, Osterweis Capital Management, HPS Investment Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc Noteholder Group. The Official Committee of Unsecured Creditors tapped Brown Rudnick LLP as counsel; Duane Morris LLP as Delaware counsel; Miller Buckfire & Co, LLC, as investment banker; and Goldin Associates, LLC, as financial advisor. The Ad Hoc Committee of Equity Holders of Real Industry tapped the firms of Dentons US LLP and Bayard, P.A., as counsel. * * * Real Alloy entered into an agreement with its existing asset-based facility lender and certain of its bondholders for continued use of its $110 million asset-based lending facility and up to $85 million of additional liquidity through debtor-in-possession financing to fund ongoing business operations. As Real Industry has no access to the Real Alloy debtors' postpetition financing, Real Industry accepted an unsolicited proposal from 210 Capital, LLC and the Private Credit Group of Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in postpetition financing, (ii) an equity commitment of $17 million for up to 49% of the common stock, and (iii) a commitment to provide a $500 million acquisition financing facility on terms to be negotiated. RENNOVA HEALTH: Designates 250K Preferred Shares for Alcimede Swap ------------------------------------------------------------------ Rennova Health, Inc. has filed a Certificate of Designation with the Secretary of State of the State of Delaware to authorize the issuance of up to 250,000 shares of Series J Convertible Preferred Stock. On July 23, 2018, the Company entered into an Exchange Agreement with Alcimede LLC, of which Seamus Lagan, the Company's chief executive officer, is the sole manager. Pursuant to the Agreement, the Company issued to Alcimede 250,000 shares of the Preferred Stock in exchange for the cancellation of the outstanding principal and interest owed by the Company to Alcimede under the Note, dated Feb. 5, 2015, and the cancellation of certain amounts owed by the Company to Alcimede under the Consulting Agreement between the parties. The total amount of consideration paid by Alcimede to the Company equaled $250,000. The following is a summary of certain terms of the Preferred Stock. General. The Company's Board of Directors has designated 250,000 shares of the 5,000,000 authorized shares of preferred stock as the Preferred Stock. Each share of the Preferred Stock has a stated value of $1.00. Voting Rights. Each holder of the Preferred Stock will be entitled to vote on all matters submitted to a vote of the holders of the Company's common stock. With respect to a vote of stockholders, no later than Sept. 30, 2018 only, to approve either or both of a reverse stock split of the Company's common stock and an increase in the authorized shares of common stock from three billion shares to up to 10 billion shares, each share of the Preferred Stock will be entitled to the whole number of votes equal to 12,000 shares of common stock. With respect to all other matters, and from and after Oct. 1, 2018, each share of the Preferred Stock will be entitled to the whole number of votes equal to the number of shares of common stock into which it is then convertible. The Preferred Stock shall vote with the common stock as if they were a single class of securities. Dividends. Holders of the Preferred Stock will be entitled to receive dividends on shares of the Preferred Stock equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on shares of common stock when, as and if dividends are paid on shares of common stock. Holders of the Preferred Stock will also be entitled to receive, when and as declared by the Board of Directors but only out of funds that are legally available therefor, cash dividends at the rate of 8% of the stated value per annum on each share of the Preferred Stock. Such dividends will be payable only when, as and if declared by the Board of Directors and shall be cumulative. Rank. The Preferred Stock ranks with respect to dividends or a liquidation, (i) on parity with the common stock, the Company's Series G Convertible Preferred Stock and the Company's Series H Convertible Preferred Stock, (ii) senior to the Series F Convertible Preferred Stock, and (iii) junior to the Company's Series I-1 Convertible Preferred Stock and the Company's Series I-2 Convertible Preferred Stock. Conversion. Each share of the Preferred Stock is convertible into shares of the Company's common stock at any time at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Preferred Stock plus any accrued and unpaid dividends thereon, by the conversion price. The conversion price is equal to the average closing price of the common stock on the 10 trading days immediately prior to the conversion date. Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to receive an amount equal to the stated value of the Preferred Stock, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon for each share of the Preferred Stock before any distribution or payment will be made on any junior securities. Redemption. At any time the Company shall have the right to redeem all, or any part, of the Preferred Stock then outstanding. The Preferred Stock subject to redemption shall be redeemed by the Company in cash in an amount equal to the stated value of the shares of the Preferred Stock being redeemed plus all accrued and unpaid dividends. The shares of the Preferred Stock were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. A full-text copy of the Certificate of Designation for Series J Convertible Preferred Stock is available for free at: https://is.gd/K7h4mb About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of March 31, 2018, Rennova Health had $6.13 million in total assets, $182.2 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $2.03 million in redeemable preferred stock I-2, and a total stockholders' deficit of $183.9 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the company's ability to continue as a going concern. REPUBLIC LLC: Court Dismisses Chapter 11 Bankruptcy Case -------------------------------------------------------- Bankruptcy Judge Julia Manning dismissed the bankruptcy case captioned IN RE: REPUBLIC, LLC, Chapter 11, Debtor, Case No. 18-50631 (JAM) (Bankr. D. Conn.). On May 18, 2018, Republic, LLC, commenced this case by filing a voluntary Chapter 11 petition. According to the Petition, the Debtor is a single asset real estate business as defined in 11 U.S.C. section 101(51)(B). The Debtor's real estate is located at 1001-1007 East Main Street, Bridgeport, CT 06604 (the "Property"). The Petition identifies Angluif, LLC as the Debtor's Managing Member, and Jose Luis Fornis as Angluif's Managing Member. In a single asset case, several factors can be indicative of a bad faith filing: (1)the debtor has only one asset;(2) the debtor has few unsecured creditors whose claims are small in relation to those of the secured creditors;(3) the debtor's one asset is the subject of a foreclosure action as a result of arrearages or default on the debt;(4) the debtor's financial condition is, in essence, a two party dispute between the debtor and secured creditors which can be resolved in the pending state foreclosure action;(5) the timing of the debtor's filing evidences an intent to delay or frustrate the legitimate efforts of the debtor's secured creditors to enforce their rights;(6) the debtor has little or no cash flow;(7) the debtor can't meet current expenses including the payment of personal property and real estate taxes; and(8) the debtor has no employees. The Debtor admits that it no longer has possession of the Property, its only asset, having been locked out more than two months prior to filing its Petition. According to its Schedules, the Debtor has few unsecured creditors with claims that are small in relation to that of its main secured creditor, United Bank N.A. who commenced a foreclosure proceeding prior to the filing of the Debtor's case. In an attempt to demonstrate a possibility of reorganization, the Debtor filed the Motion to Enforce the Stay to try to regain possession of the Property. Unfortunately for the Debtor, there was no automatic stay in place when Salinas and JP Greenwich allegedly "locked" the Debtor out of the Property. Therefore, there is no basis to grant the relief sought in the Motion to Enforce Stay. The Debtor's case is essentially a two party dispute between the Debtor and People's and the timing of the filing evidences an intent to delay the foreclosure action. In addition, both the Debtor's counsel and the Debtor's Schedules have admitted that the Debtor has no cash flow and cannot meet its current expenses. Finally, whether or not the Debtor has any employees, which is unlikely, is not explicit in the record, but would not sway this Court's finding of bad faith based on the other factors. The facts surrounding the Debtor's case meet enough of the indicative factors presented in In re C-TC 9th Avenue Partnership, 113 F.3d at 1311, to demonstrate that the Debtor's case was filed in bad faith and should be dismissed. The United States Trustee stated on the record during the Case Management Conference that although he appeared at the Section 341 meeting held on June 11, 2018, Mr. Fornis could not provide information on the Debtor's source of income (rental monies), or whether a 49% interest in the Debtor had been sold to a third party. Additionally, the Debtor's counsel stated that Mr. Fornis was locked out of the Property, evidencing that the Debtor had no access to its only asset in this single asset Chapter 11 case. These facts, which the Debtor has not contested, are evidence of gross mismanagement of the Debtor's estate. In sum, cause for dismissal exists in this case because there is uncontested evidence that: (i) the Debtor's Chapter 11 case was a bad faith filing; (ii) there has been gross mismanagement of the estate; and (iii) the Debtor failed to comply with the Case Management Order. A full-text copy of the Court's Memorandum Decision dated June 26, 2018 is available at https://bit.ly/2uND3FO from Leagle.com. Republic LLC, Debtor, represented by Luis Medina -- htcdana@gmail.com -- Law Offices of Luis Medina. U. S. Trustee, U.S. Trustee, represented by Holley L. Claiborn, Office of The United States Trustee. About Republic LLC Republic LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 18-50631) on May 18, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Julie A. Manning presides over the case. RICHARD SOLBERG: Trustee's Online Auction of Farm Equipment Okayed ------------------------------------------------------------------ Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized the online auction sale by David G. Velde, the Trustee of the bankruptcy estate of the Richard Allen Solberg, of farm equipment. The sale is exclusive of the equipment subject to the Court's Order docketed May 1, 2018, as Document No. 219. The sale of the equipment will be subject only to the lien of Bremer Bank. Bremer Bank is cross-collateralized in equipment and real estate such that significant value exists for administration on behalf of the unsecured creditors. The auction will not include the following equipment: 1968 4020 JD Tractor, the Auto Steer, and the Polaris Switchback. The Debtor is seeking to exempt and avoid the liens against these three assets subject to the objection of the Trustee and the objection of creditors. Subject to the Court order approving the amended application to employ Steffes Group, Inc., to conduct an online auction, Steffes Group, Inc., will be allowed to retain its fees and expenses from the auction proceeds, and remit the net proceeds to the bankruptcy estate. The Trustee will file a report of sale after completion of the auction. The 14-day stay as provided by Fed. R. Bankr. P. 6004(h) is waived, and the Order is effective immediately. Richard Allen Solberg sought Chapter 11 protection (Bankr. D. Minn. Case No. 17-60495) on Aug. 11, 2017. Kevin T. Duffy, Esq., at Duffy Law Office serves as counsel. The Court appointed David G. Velde as Trustee. ROADHOUSE HOLDING: Wayne English Bid for Rehearing Tossed --------------------------------------------------------- Appellant Wayne English in the appeals case captioned WAYNE ENGLISH, Appellant, v. ROADHOUSE HOLDING INC., et al., Appellees, Civ. No. 17-731-RGA (D. Del.) filed a Motion for Rehearing with respect to the Court's March 22, 2018 memorandum and order granting the Reorganized Debtor's motion to dismiss the appeal as untimely. District Judge Richard G. Andrews denied the motion. Appellant argues that rehearing should be granted because (i) the Court misapprehended the information contained in the United States Postal Service tracking results and/or (ii) there has been a change in facts since the submission of the issue to the Court based on the information obtained from the USPS, Delaware Postmaster, and Bankruptcy Court employees. According to Appellant, the Bankruptcy Court obtained custody of the Notice of Appeal when it was redirected on June 8, at the Bankruptcy Court's instruction, to a "customer mail receptacle" and held for later courier pick up. Appellant has provided the USPS tracking results and a sworn affidavit in support of his argument that the Notice of Appeal, while being redirected on June 8 to the customer mail receptacle for eventual pick up by the courier, was at all times in the custody of the Clerk, and was therefore timely filed. Appellant also argues that the redirection by the Bankruptcy Court is also reflected on the USPS tracking sheet. Having considered the arguments and evidence presented in the Motion for Rehearing, the Court finds no basis for Appellant's assertion that the Court has misapprehended his arguments or misinterpreted the information contained in the USPS tracking sheet, nor does the Court finds any new facts that would alter the conclusion. As previously concluded, the USPS tracking results demonstrate that the Notice of Appeal had only reached the USPS Regional facility on June 8, 2017 and was still in transit at 7:10 p.m. that evening -- at a time after the Clerk's Office had closed. The USPS Regional facility does not deliver mail to customers. Instead, it delivers mail from the regional facility to the local post office. In this case, the Wilmington DE Distribution Center delivers mail to various post offices, including the post office for zip code 19801. For many, probably most, customers, the local post office then delivers the mail to the customer. But for the Clerk of the Bankruptcy Court, the 19801 post office puts mail into the Bankruptcy Court's customer mail receptacle, or "Unit." Assuming that delivery to the "Unit" counts as delivery to the Clerk of the Bankruptcy Court, the tracking sheet proves that Appellant's mail was not delivered to the Unit until mid-day on June 9, 2017, which was after the deadline expired. The point where Appellant's argument fails is that he equates delivery to the Distribution Center as being the same as delivery to the 19801 post office. It is not. The Court cannot conclude that Appellant's Notice of Appeal was timely. A full-text copy of the Court's Memorandum dated June 26, 2018 is available at https://bit.ly/2zVuDBZ from Leagle.com. Wayne English, Appellant, pro se. Roadhouse Holding Inc., Appellee, represented by Robert Steven Brady -- rbrady@ycst.com -- Young, Conaway, Stargatt & Taylor LLP, Edmon L. Morton -- emorton@ycst.com -- Young, Conaway, Stargatt & Taylor LLP & Ryan M. Bartley -- rbartley@ycst.com -- Young, Conaway, Stargatt & Taylor LLP. About Roadhouse Holding Inc. Roadhouse Holding Inc. was founded in 2010 and is based in New York. Roadhouse Holding, along with seven affiliates which include Logan's Roadhouse Inc. and LRI Holdings Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11819) on Aug. 8, 2016. Roadhouse Holding, et al., are represented by Robert S. Brady, Esq., Edmon L. Morton, Esq., Ryan M. Bartley, Esq., Elizabeth S. Justison, Esq., and Norah M. Roth-Moore, Esq., at Young Conaway Stargatt & Taylor, LLP. Hilco Real Estate, LLC, serves as real estate advisor to the Debtors; Jefferies LLC as financial advisor; and Donlin Recano & Company as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on August 19, 2016, appointed five creditors of Roadhouse Holding Inc. to serve on the official committee of unsecured creditors. Kelley Drye & Warren LLP has been tapped as lead counsel to the Committee while Pachulski Stang Ziehl & Jones LLP has been tapped as co-counsel. FTI Consulting, Inc. serves as financial advisor. Dechert LLP and Ashby & Geddes, P.A., serve as counsel to (a) BOKF, NA, as successor to Wells Fargo Bank, National Association, as trustee and collateral agent under that certain Senior Secured Notes Indenture, dated as of Oct. 4, 2010; (b) Carl Marks Management Company, LLC; and (c) Marblegate Asset Management, LLC. ROYAL AUTOMOTIVE: CPO Recommends Approval of Consumer Info Sale --------------------------------------------------------------- Lucy L. Thomson, the Consumer Privacy Ombudsman for Royal Automotive Company, et al., submitted a report to advise the Bankruptcy Court on the issues related to the protection of personally identifiable information (PII) of the Debtors' consumers. The Bankruptcy Code provides a framework in sections 332 and 363 for evaluating the sale of personally identifiable consumer records in the context of a bankruptcy case. 11 U.S.C. Sections 101 et. seq. Founded in 1969, the Royal Subaru dealership, located in Charleston, West Virginia, serves the St. Albans, Nitro, Dunbar and Hurricane, West Virginia areas. The dealership sells new and used automobiles and provides parts and service. The company’s website is found at https://www.royalsubaru.net. Royal Subaru collected PII from individuals who purchased or leased automobiles or received service from the dealership. Through its "Finance Center," it also assisted customers in obtaining financing for the purchase or leasing of vehicles. Royal Subaru published a privacy policy on its website to ensure the confidentiality of personal consumer records. The CPO recommends that the Court approve the sale of the Royal Subaru consumer information to the proposed Buyer Dutch Miller Subaru, Inc., of West Virginia. In summary, under an exception in the applicable non-bankruptcy laws -- the Gramm-Leach-Bliley Act and the Federal Trade Commission (FTC) Privacy Rule -- the Royal Subaru consumer records may be sold and transferred to the proposed Buyer Dutch Miller Subaru without the need to provide consumers with notice of the sale or an opportunity to opt-out. A full-text copy of the Consumer Privacy Ombudsman Report is available for free at: http://bankrupt.com/misc/wvsb18-20218-189.pdf About Royal Automotive Company Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Royal Automotive Company and Royal Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 18-20218) on May 2, 2018. In the petitions signed by Kelly Smith, president and chief executive officer, the Debtors disclosed that each had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Marc R. Weintraub, Esq., Kevin W. Barrett, Esq., and J. Zak Ritchie, Esq., at Bailey & Glasser LLP serve as the Debtor's bankruptcy counsel; and Suttle & Stalnaker, PLLC, as its accountant. Judge Frank W. Volk presides over the cases. John P. Fitzgerald, III, Acting United States Trustee for Region 4, appoints Lucy L. Thomson, as the Consumer Privacy Ombudsman in the bankruptcy case of Royal Automotive Company and its affiliated debtors pursuant to 11 U.S.C. Section 332 and the Court's order entered on May 21, 2018. SACO TRADING: Chapter 727 Claims Bar Date Set for Nov. 2 -------------------------------------------------------- A Petition commencing an Assignment for the Benefit of Creditors, pursuant to Chapter 727, Florida Statutes, was filed on behalf of Saco Trading, LLC, Assignor, with its principal place of business at 2170 NW 87TH Ave., Doral, FL 33172, to Leslie Scott Osborne, Assignee, whose address is 1300 N. Federal Highway Suite 203, Boca Raton, FL 33432-2848, on July 5, 2018. Pursuant to Florida Statute Section727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the Assignee on or before November 2, 2018 (120 days from the date of the filing of the Petition). The case is, In re: Assignment for the Benefit of Creditors of Saco Trading, LLC, a Florida limited liability company, Assignor, To: Leslie Scott Osborne, Assignee, in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Civil Division, Case No. 2018-022838-CA-01. Attorney for the Assignee: Marc P. Barmat, Esq. FURR COHEN 2255 Glades Road, Suite 301E Boca Raton, FL 33431 Telephone: (561) 395-0500 E-mail: mbartmat@furrcohen.com rrivera@furrcohen.com SARKIS INVESTMENTS: Taps Foley & Lardner as New Legal Counsel ------------------------------------------------------------- Sarkis Investments Company, LLC, tapped Foley & Lardner LLP to serve as its legal counsel in connection with the Chapter 11 case it filed in the U.S. Bankruptcy Court for the Central District of California. The Debtor, which was previously represented by Baker & Hostetler LLP, has substantially completed the administration of its bankruptcy estate but it continues to require the assistance of legal counsel, according to court filings. Ashley McDow, Esq., and Fahim Farivar, Esq., the attorneys who will be handling the case, will charge $690 per hour and $595 per hour, respectively. Ms. McDow, Esq., a partner at Foley & Lardner, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ashley M. McDow, Esq. Fahim Farivar, Esq. Foley & Lardner LLP 555 South Flower Street, Suite 3500 Los Angeles, CA 90071-2300 Telephone: (213) 972-4615 Facsimile: (213) 486-0065 E-mail: amcdow@foley.com E-mail: ffarivar@foley.com About Sarkis Investments Company Sarkis Investments Company, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013. Sarkis owns and leases several parcels of commercial real property in Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660 Porsche Way; 3700 Inland Empire Boulevard; and 3760 Inland Empire Boulevard. Judge Robert Kwan presides over the case. Pamela Muir signed the petition as manager. The Debtor estimated assets and debts of at least $10 million. Ashley M. McDow, Esq., at Baker & Hostetler, LLP, serves as the Debtor's counsel. Patrick Galentine was appointed by a state court as receiver for the Debtor's assets. The receiver is represented by Reed Waddell, Esq., at Frandzel Robins Bloom & Csato, LC. MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated the receivership proceedings against Sarkis in state court, is represented by Ron Oliner, Esq., at Duane Morris LLP. In April 2014, the Debtor filed a Second Amended Reorganization Plan and Disclosure Statement. The Debtors seeks to accomplish payments under the plan by paying creditors on account of their allowed claims in full over time from cash flows generated from future operations or the proceeds from the sale of the Company or the properties. SEAVAULT PARTNERS: Chapter 727 Claims Bar Date Set for Nov. 9 ------------------------------------------------------------- A petition commencing an assignment for the benefit of creditors pursuant to chapter 727, Florida Statutes, was made on July 12, 2018, by Seavault Partners, LLC. Assignor, with principal place of business at 1583 NW 24th Avenue, Miami, FL 33125, to Felix M. Caceres II Esq., as assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the assignee or the assignee's attorney on or before Nov. 9, 2018 (120 days from the date of the filing of the petition). The case, In Re: Assignment for the Benefit of Creditors of: Seavault Partners, LLC, Assignor, To: Felix M. Caceres II Esq., Assignee, in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case No. 2018-022894-CA-10. The Assignee may be reached at: Felix M. Caceres II, Esq. FELIX M. CACERES II P.A. 1035 SW 87th Ave. Miami, FL 33174-3208 Tel: 305-975-8501 (Cell) Fax: 800-305-2026 E-mail: felix@cacereslaw.com SEGA BIOFUELS: Sale of All Assets to Fram Renewables Approved ------------------------------------------------------------- Judge John S. Dalis of the U.S. Bankruptcy for the Southern District of Georgia authorized Sega Biofuels, LLC's Asset Purchase Agreement dated as of May 25, 2018 with Fram Renewable Fuels L.L.C. in connection with the sale of substantially all assets for (i) the Assumption of the Assumed DIP Obligations; (ii) a cash payment at Closing to Brantley County Tax Commissioner equal to $20,000 in payment of outstanding real estate ad valorem taxes on the Acquired Assets; (iii) a cash payment at Closing to Heritage on account of the Heritage Collateral in the amount of $2,276,250; (iv) a cash payment at Closing to GIP ARC III on account of the GIP Collateral in the amount of $4,278,750; (v) cash payment at Closing in the amount of $175,000 to GIP ARC III for the Expense Reimbursement and the Break-Up Fee; (vi) an amount equal to the Cure Amounts; (vii) without duplication, the assumption of the Assumed Liabilities; and (viii) the assumption of the Assumed Liabilities. The Sale Hearing was held on June 18, 2018. The sale is free and clear of all Liens, Claims and Encumbrances, and other interests of any kind or nature whatsoever. The settlement of all of Brantley County's secured claims for personal and real property ad valorem taxes due through tax year 2017 is approved. Upon Closing, Brantley County will receive $391,729 of the Sale proceeds in full and final satisfaction of all of its secured claims for all personal and real property ad valorem taxes due through tax year 2017. Brantley County will be paid according to the following: (a) with regard to real property taxes due to Brantley County in the amount of $11,760, (i) 50% of this amount, or $5,880, will come from amounts otherwise to be disbursed to GIP at Closing as set forth in the APA, and (ii) 50% of this amount, or $5,880, will come from amounts otherwise to be disbursed to The Heritage Bank at Closing as set forth in APA; and (b) with regard to ad valorem personal property taxes due to Brantley County in the amount of $379,969, (i) 65% of this amount, or $246,980, will come from amounts otherwise to be disbursed to GIP at Closing as set forth in the APA, and (ii) 35% of this amount, or $132,989, will come from amounts otherwise to be disbursed to Heritage at Closing as set forth in the APA. Subject to the APA, nothing in the Order will be deemed to resolve any taxes due to Brantley County for tax year 2018 or any other future tax obligations or the right to seek collection of same by Brantley County from Debtor or Buyer for any taxes accrued post‐Closing. The Debtor is authorized to assume and assign to Buyer, in accordance with the APA, effective upon the Closing Date and payment of the Cure Amounts by Buyer, the Assumed Executory Contracts free and clear of all Liens, Claims and Encumbrances, and other interests of any kind or nature whatsoever (other than the Assumed Liabilities and Permitted Liens). Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), and pursuant to Bankruptcy Rules 7062 and 9014, the Order will not be stayed for 14 days after the entry hereof but will be effective and enforceable immediately upon issuance thereof. Any party objecting to the Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. In connection with the Closing of the transactions provided for under the APA and the Order, the Buyer is assuming the Assumed DIP Obligations by paying in cash at closing to GIP an amount sufficient to satisfy in full all of the DIP Obligations as defined in the Final DIP Order. In the event the Buyer fails to consummate the sale, the Debtor is authorized, but not required, without any further order of the Court, to consummate the sale with GIP. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/SEGA_Biofuels_232_Order.pdf About Sega Biofuels Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta, Georgia, filed a petition for Chapter 11 protection (Bankr. S.D. Ga. 13-50694) on Sept. 11, 2013, in Waycross, Georgia. The Company listed assets worth $10.6 million and debt totaling $13.7 million. C. James McCallar, Jr., Esq., at McCallar Law Firm, in Savannah, Georgia. The U.S. Trustee has not appointed an official committee in the Debtor's bankruptcy case. SELCO INDUSTRIES: NJ App. Div. Remands STC, DCC Suit ---------------------------------------------------- Selective Transportation Corporation and Direct Coast to Coast, LLC in the case captioned SELECTIVE TRANSPORTATION CORPORATION, Plaintiff-Appellant, v. GUSSCO MANUFACTURING LLC and SELCO INDUSTRIES, INC., Defendants. DIRECT COAST TO COAST, LLC, Plaintiff-Appellant, v. GUSSCO MANUFACTURING LLC and SELCO INDUSTRIES, INC., Defendants, No. A-4233-16T1 (N.J. Super. App. Div.) appeal from a Jan. 20, 2017 order of the trial court quashing a subpoena duces tecum dated Dec. 16, 2016. Selective also appeals from an April 28, 2017 order requiring non-party respondent S.P. Richards Company (SPR) to pay Selective a calculated sum of all debts owed to defendant Selco Industries, Inc. by SPR. Given the motion judge's failure to provide the requisite statement of reasons with the order per Rule 1:7-4(a), the Superior Court of New Jersey, Appellate Division reverses and remands. Selective argued the court erred in failing to attach a statement of reasons to the order quashing the subpoena, per Rule 1:7-4(a). The Court agrees. No one can properly function or proceed without some understanding of why a judge has rendered a particular ruling. The Supreme Court said in Curtis v. Finneran, 83 N.J. 563, 569-70 (1980) (quoting Kenwood Assocs. v. Bd. of Adjustment, Englewood, 141 N.J.Super. 1, 4 (App. Div. 1976)), that the absence of an adequate expression of a trial judge's rationale "constitutes a disservice to the litigants, the attorneys and the appellate court." And this admonition has been repeated time and again. The parties and this court are entitled to the judge's reasons for entering the orders under review. The Court should not be put in the position of guessing or assuming what the judge might have been thinking. Here, there is nothing in the order under review demonstrating indicative that the judge made an independent decision based upon an analysis of the facts and applicable law. Thus, the Court is constrained to remand. A copy of the Court's Opinion dated June 26, 2018 is available at https://bit.ly/2O2494A from Leagle.com. Ronald W. Horowitz argued the cause for appellants. Raymond G. Chow argued the cause for respondent S.P. Richards (Breuninger & Fellman, attorneys; Susan B. Fellman , of counsel; Raymond G. Chow, on the brief). Based in Holland, Ohio, Selco Industries, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 13-35142) on Dec. 19, 2013, with estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Seldon Hill, authorized individual. 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 85.02 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.54 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 13. SHERIDAN INVESTMENT I: Bank Debt Trades at 12% Off -------------------------------------------------- Participations in a syndicated loan under which Sheridan Investment Partners I LLC is a borrower traded in the secondary market at 87.83 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 2.63 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 13. STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit 2433 Approved ------------------------------------------------------------------ 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 2333 located at Emerald Beach Resort in Panama City Beach, Florida to Kenneth E. Buchholz and Connie Robertson for $215,500. The net sales proceeds shall 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 SUPERIOR HOSPICE: $66K Sale of Mercedes Benz Cargo Truck Approved ----------------------------------------------------------------- Judge Ronald B. King the U.S. Bankruptcy Court for the Western District of Texas authorized Superior Hospice of McAllen, LLC's sale of 2012 Mercedes Benz Sprinter 2500 Cargo Truck, VIN WD3PE8CC8C5666965, to Belport Central Industries, LLC for $65,500. The sale is free and clear of all Interests, with all such Interests attaching to the proceeds of sale. The Debtor (or the closing agent acting on behalf of the Debtor) is authorized and directed to immediately disburse such proceeds as are necessary to pay the Dealer's commission, pay the outstanding taxes to Bexar County, and satisfy the stated claims of Community National Bank ("CNB") and the costs of closing. The amounts anticipated to be paid from the sales proceeds are: (a) Commission to broker - $1,965; (b) CNB: $53,628; (c) Bexar County Taxes - $2,678; (iv) Tax Reimbursement to Transworld - $6,642; and (v) the Estate - $588. The Purchaser will retitle or cause the vehicle to be retitled within 30 days of receiving the title from CNB. Notwithstanding the provisions of the Bankruptcy Rule 6004 or any applicable provisions of the Local Rules, the Order will not be stayed for 14 days after the entry thereof, but will be effective and enforceable immediately upon entry. Time is of the essence in closing the transaction referenced herein, and the Debtor and Purchaser intend to close the Sale as soon as practicable. The Buyer: BELPORT CENTRAL INDUSTRIES, LLC 2810 Louetta Road, Ste 3 Spring, TX 77388 About Superior Hospice of McAllen Superior Home Health -- http://superiorforyou.com/-- is a provider of home health and hospice care services with locations in Texas and Nevada. Superior Hospice of McAllen, LLC and its affiliates including Superior Home Health Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 18-50600) on March 16, 2018. In the petition signed by Belinda Juarez, president, Superior Home Health estimated assets of less than $500,000 and liabilities of less than $1 million. Smeberg Law Firm, PLLC, serves as the Debtor's legal counsel. SURVITEC GROUP: Bank Debt Trades at 4% Off ------------------------------------------ Participations in a syndicated loan under which Survitec Group Ltd. is a borrower traded in the secondary market at 95.88 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.78 percentage points from the previous week. Survitec Group pays 475 basis points above LIBOR to borrow under the $125 million facility. The bank loan matures on February 15, 2022. Moody's gave no rating to the loan and Standard & Poor's gave no 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. TELOIP INC: Meeting of Creditors for Plan Voting Slated for Aug. 14 ------------------------------------------------------------------- A meeting of the affected creditors of TELoIP Inc. will be held at the offices of PricewaterhouseCoopers Inc. at 18 York Street, Suite 2600 (Toronto Room 26018), Toronto, Ontario, on Aug. 14, 2018, at 10:00 a.m. (Toronto Time) for the purpose of considering and voting upon the plan of comprise and arrangement that was filed with the Ontario Superior Court of Justice (Commercial List) pursuant to the Companies' Creditors Arrangement Act, as amended. TELoIP Inc. has set a date for a Court hearing on Aug. 20, 2018, before the Court at 330 University Avenue, Toronto, Ontario, at which the Company will ask the Court to approved the plan, if the plan was approved by the requisite majority of the affected creditors at the meeting. The monitor can be reached at: PricewaterhouseCoopers Inc., LIT Monitor of TELoIP Inc. PwC Tower 18 York Street, Suite 2600 Toronto, ON M5J 0B2 Atten: Tracey Weaver Tel: (416) 687-8853 Fax: (416) 814-3219 Email: cmt_processing@ca.pwc.com A copy of the meeting order can be accessed from the Monitor's website at http://www.pwc.com/ca/teloip TELoIP Inc. -- https://www.teloip.com/ -- operates as a custom solutions manufacturer for networking and convergence communications. TELOIP INC: Proofs of Claim Must Be Sent to Monitor by Aug. 13 -------------------------------------------------------------- The Ontario Superior Court for Justice (Commercial List) ordered PricewaterhouseCoopers Inc., monitor of TELoIP Inc., to send claims package to the knowns claimants of the Company. All proofs of claim against the Company must be sent to the monitor no later than 4:00 p.m. (Toronto Time) on Aug. 13, 2018. The monitor can be reached at: PricewaterhouseCoopers Inc., LIT Monitor of TELoIP Inc. PwC Tower 18 York Street, Suite 2600 Toronto, ON M5J 0B2 Atten: Tracey Weaver Tel: (416) 687-8853 Fax: (416) 814-3219 Email: cmt_processing@ca.pwc.com Claims procedure order and claims package can be accessed from the Monitor's website at http://www.pwc.com/ca/teloip TELoIP Inc. -- https://www.teloip.com/ -- operates as a custom solutions manufacturer for networking and convergence communications. TINTRI INC: U.S. Trustee Forms 3-Member Committee ------------------------------------------------- Andrew Vara, acting U.S. Trustee for Region 3, on July 20 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Tintri, Inc. The committee members are: (1) Flextronics International USA, Inc. Attn: Johannes O. Lomeli 6201 American Center Dr. San Jose, CA 95002-2563 Phone: 650-862-4924 (2) Clari, Inc. Attn: Alyssa Filter 1154 Sonora Court Sunnyvale, CA 94086 Phone: 805-2152159 (3) NCR Corporation Attn: Robert Waddell 864 Spring Street, NW Atlanta, GA 30308 Phone: 678-808-7168 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Tintri Inc. Tintri, Inc. -- www.tintri.com -- is an enterprise cloud storage company founded in 2008 with the initial objective to solve the mismatch caused by using old, conventional physical storage systems with applications in virtual machine environments. The company provides large organizations and cloud service providers with an enterprise cloud platform that offers public cloud capabilities inside their own data centers and that can also connect to public cloud services. Tintri is headquartered at 303 Ravendale Drive, Mountain View, California 94043. The company has additional locations in McLean, Virginia; Chicago, Illinois, London, England; Munich, Germany; Singapore; and Tokyo, Japan. Tintri Inc. filed for bankruptcy on July 10, 2018 (Bankr. D. Del., Case No. 18-11625). Kieran Harty, co-founder and chief technology officer, filed the petition. Hon. Kevin J. Carey presides over the case. Pachulski Stang Ziehl & Jones LLP serves the Debtors' counsel. Wilson Sonsini Goodrich & Rosati is the Debtor's special corporate counsel. Houlihan Lokey acts as the Debtor's financial advisor and Kurtzman Carson Consultants Inc. as the Debtor's claims and noticing agent. At January 2018, the Debtor had total assets of $76.25 million and total debts of $168 million. TOWNSEND H. PORTER: Bid to Extend 2017 Tax Returns Filing Junked ---------------------------------------------------------------- Bankruptcy Judge Catherine Peek McEwen denied Townsend H. Porter, Jr.'s motion to extend time to file 2017 Tax Returns as moot. The Court holds that "timely" filing of a Federal income tax return is not governed by the Bankruptcy Code. The IRS sets the deadlines for filing tax returns, and the Court has no authority to alter those deadlines or to grant or deny extensions thereof. Consequently, a request to the Bankruptcy Court for an extension of time with respect to the Debtor's 2017 tax return is necessary only if the Debtor were for some reason unable to file with the Court a copy of his 2017 tax return at the same time he files the return with the IRS as he is otherwise required to do under section 521(f)(1). The motion does not state that the Debtor suffers from such inability. Accordingly, the relief requested in the motion is unnecessary. A copy of the Court's Memorandum Opinion dated July 5, 2018 is available at: http://bankrupt.com/misc/flmb8-18-01607-113.pdf The bankruptcy case is in re: Townsend H. Porter, Jr., (Bankr. M.D. Fla. Case No. 8-18-01607). TOYS R US: Plan Outline Conditionally OK'd; July 30 Plan Hearing ---------------------------------------------------------------- Bankruptcy Judge Keith L. Phillips conditionally approved Toys "R" Us Property Company II, LLC the Giraffe Junior Holdings, LLC's disclosure statement to accompany their amended joint chapter 11 plan. The deadline for the plan objection is July 25, 2018, at 4:00 p.m.; provided that in the event the Propco II Plan Debtors initiate a second phase of the bidding process, the Plan Objection Deadline will be extended to provide parties in interest with at least 28 days' notice of the opportunity to object to the Plan. The Confirmation Hearing date is July 30, 2018, at 9:00 a.m.; provided that if the Purchaser makes the Sale Order Election, the Court will consider the Sale Order in lieu of confirmation of the Plan at the hearing on such date; provided further that in the event the Propco II Plan Debtors initiate a second phase of the bidding process, the Propco II Plan Debtors (in consultation with the Consultation Parties) and the Special Servicer will negotiate in good faith an extension of the Confirmation Hearing. 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. TRE AMICI: $10K Sale of Misc. Assets to TMG Approved ---------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Tre Amici Leasing, LLC's sale of assets to Transportation Management Group, LLC for $10,000. The Debtor is authorized to assume the indebtedness set forth in the Motion. With regard to the vehicles which have outstanding balances owed to secured creditors, provided that the Buyer tenders any past due contractual payments which may exist at the time of the sale to the associated secured creditor within 15 days of the entry of an Order Approving Sale, remains contractually current thereafter, and provides proof of contractually sufficient insurance, the assumption of the Debtor's indebtedness by the Buyer will not constitute an event of default, and the secured creditors will not be permitted to repossess their collateral due to the assumption Debtor's indebtedness. Upon the entry of the Order, the case will be converted to a Chapter 7 proceeding. The Buyer is directed to deposit the proceeds of the sale ($10,000) into the Trust account of the attorney for the Debtor (Palm Harbor Law Group, P.A.) until the appointment of a Chapter 7 trustee in the above-captioned case. Once a chapter 7 Trustee has been appointed, the Palm Harbor Law Group, P.A. is directed to turn over the sale proceeds to the chapter 7 Trustee. Upon the closing of the sale, the Debtor will file a copy of the closing statement, or such other evidence of the completion of the sale as may be appropriate. A copy of the list of Assets sold attached to the Order is available for free at: http://bankrupt.com/misc/Tre_Amici_97_Order.pdf About Tre Amici Leasing Tre Amici Leasing, LLC, and J A R R, Inc., operate a personal transportation service, which consists of a traditional taxi service as well as contract work for Pasco County Public Transportation (PCPT). They collectively operate as Signature Car Service. Tre Amici Leasing and J A R R sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-05123) on June 13, 2017. At the time of the filing, both debtors estimated assets of less than $100,000 and liabilities of less than $1 million. Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A., serves as the Debtors' legal counsel. On Oct. 24, 2017, the Debtor filed its Disclosure Statement and Plan of Liquidation. UNIVERSAL INVESTMENTS: Aug. 13 Amended Plan Confirmation Hearing ---------------------------------------------------------------- Bankruptcy Judge Phillip J. Shefferly issued an order granting preliminary approval of Universal Investments Group LLC's first amended disclosure statement filed on July 2, 2018. The deadline to return ballots on the first amended plan, as well as to file objections to final approval of the adequacy of the information in the first amended disclosure statement and objections to confirmation of the first amended plan is August 6, 2018. The hearing on objections to final approval of the adequacy of the information in the first amended disclosure statement and confirmation of the first amended plan shall be held on August 13, 2018 at 11:00 a.m., before the Honorable Phillip J. Shefferly, United States Bankruptcy Judge, in Courtroom 1975, 211 West Fort Street, Detroit, Michigan 48226. About Universal Investments Group Universal Investments Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-44006) on March 21, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Phillip J. Shefferly presides over the case. UNIVISION COMMUNICATION: Bank Debt Trades at 3% Off --------------------------------------------------- Participations in a syndicated loan under which Univision Communications Inc. is a borrower traded in the secondary market at 97.20 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 0.55 percentage points from the previous week. Univision Communications pays 275 basis points above LIBOR to borrow under the $4.475 billion facility. The bank loan matures on March 15, 2024. Moody's rates the loan 'B2' 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. VERITAS SOFTWARE: Bank Debt Trades at 6% Off -------------------------------------------- Participations in a syndicated loan under which Veritas Software is a borrower traded in the secondary market at 93.81 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 2.29 percentage points from the previous week. Veritas Software pays 450 basis points above LIBOR to borrow under the $1.933 billion facility. The bank loan matures on January 27, 2023. 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 13. VERNON PARK: Has Access to Cash Collateral Until Aug. 31 -------------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a third order, authorizing Vernon Park Church of God to use the cash collateral of Happy State Bank for the time period of July 1 to Aug. 31, 2018. The Debtor's continued use of cash collateral will be set for status hearing on Aug. 28, 2018 at 10:00 a.m. The Debtor may use the cash collateral to pay its monthly expenditures totaling $81,493, which will be limited to those items or categories and amounts for each category as reflected in the Debtor's Interim Budget. The Debtor will have the right to spend an additional 10% of any budget line item. In the event the Debtor needs to make an expenditure that is more than 10% of any budget line item, the Debtor needs to obtain prior written consent of Happy State Bank before making the expenditure. Happy State Bank is granted replacement liens upon the property of the Debtor's estate and all the revenues, profits and avails generated therefrom after commencement of this case that will have the same validity, extent and priority as the liens held by the Happy State Bank on Petition Date. The Debtor will pay to Happy State Bank the amount of $26,000 every calendar month while the Order is in effect as adequate protection. The adequate protection payment will be divided into two equal payments of $13,000 each. Happy State Bank, as Trustee for the bondholders, is authorized to apply, escrow and/or disburse received adequate protection payments in accordance with the terms of the applicable Trust Indenture Agreement. The Debtor will provide to Happy State Bank on each monthly anniversary of the Order a report as to the Debtor's receipts and disbursements. A full-text copy of the Third Order is available at http://bankrupt.com/misc/ilnb17-35316-80.pdf About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. VIDEOLOGY INC: Committee Taps Cooley as Lead Counsel ---------------------------------------------------- The official committee of unsecured creditors of Videology, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Cooley LLP as its lead counsel. The firm will investigate the pre-bankruptcy transactions of the company and its affiliates; assist the committee in negotiations with the Debtors; assist in the Debtors' efforts to reorganize or sell their assets beneficial to creditors; review operational information furnished by the Debtors to the committee; and provide other legal services related to the Debtors' Chapter 11 cases. The firm will charge these hourly rates: Seth Van Aalten Partner $940 Michael Klein Special Counsel $900 Max Schlan Associate $865 Evan Lazerowitz Associate $630 Mollie Canby Paralegal $255 Seth Van Aalten, Esq., a partner of Cooley, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Seth Van Aalten, Esq. Michael Klein, Esq. Max Schlan, Esq. Evan Lazerowitz, Esq. Cooley LLP 1114 Avenue of the Americas New York, NY 10036-7798 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 E-mail: svanaalten@cooley.com E-mail: mklein@cooley.com E-mail: mschlan@cooley.com E-mail: elazerowitz@cooley.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee for Region appointed an official committee of unsecured creditors on May 17, 2018. VIDEOLOGY INC: Committee Taps Gavin/Solmonese as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Videology, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Gavin/Solmonese LLC as its financial advisor. The firm will review the businesses, operations, financial condition and prospects of the company and its affiliates; assist the committee in marketing the Debtors' assets; evaluate the Debtors' capital structure and make recommendations to the committee regarding the Debtors' efforts to reorganize or confirm a bankruptcy plan; and provide other financial services related to the Debtors' Chapter 11 cases. The firm's hourly rates range from $250 to $700. Edward Gavin and Stanley Mastil, the Gavin/Solmonese professionals who will be providing the services, charge $700 per hour and $475 per hour, respectively. Gavin/Solmonese neither represents nor holds any interest adverse to the Debtors and their estates, according to court filings. The firm can be reached through: Edward T. Gavin Gavin/Solmonese LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801 Office: 302.655.8997 ext. 151 Mobile: 484.432.3430 E-mail: ted.gavin@gavinsolmonese.com E-mail: stanley.mastil@gavinsolmonese.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee for Region appointed an official committee of unsecured creditors on May 17, 2018. VIDEOLOGY INC: Committee Taps Whiteford Taylor as Delaware Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Videology, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Whiteford, Taylor & Preston LLC as its Delaware counsel. The firm will advise the committee regarding local rules, practices and procedures; providing strategic advice on how to accomplish its goals; and render other legal services related to the Chapter 11 cases of Videology and its affiliates. The firm will charge these hourly rates: Christopher Samis Partner $565 L. Katherine Good Partner $540 Stephen Gerald Partner $540 Kevin Shaw Associate $310 Christopher Lano Paralegal $265 Christopher Samis, Esq., a partner at Whiteford, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Whiteford can be reached through: Christopher M. Samis, Esq. L. Katherine Good, Esq. Stephen B. Gerald, Esq. Whiteford, Taylor & Preston LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801 Telephone: (302) 353-4144 Facsimile: (302) 661-7950 E-mail: csamis@wtplaw.com E-mail: kgood@wtplaw.com E-mail: sgerald@wtplaw.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on May 17, 2018. The Committee tapped WHITEFORD, TAYLOR & PRESTON LLC and COOLEY LLP as attorneys. VIDEOLOGY INC: Taps RSM Restructuring as U.K. Financial Advisor --------------------------------------------------------------- Videology, Inc., has tapped RSM Restructuring Advisory LLP to serve as financial advisor with respect to its U.K. subsidiary Videology Ltd. The companies had previously filed petitions for recognition of their Chapter 11 cases as foreign main proceedings in the High Court of England and Wales. As U.K. financial advisor, RSM will provide general ad-hoc advice to Videology and its affiliates with respect to the options and insolvency procedures that may be appropriate to Videology Ltd.; and assistance with contingency planning relating to the U.K. subsidiary. The firm will charge these hourly rates: Partner GBP595 Directors GBP425 – GBP545 Associate Directors GBP425 – GBP545 Managers GBP325 Assistant Managers GBP265 Administrators GBP105 – GBP200 Support Staff GBP85 – GBP180 The professionals designated to provide the services are: Damian Webb Partner GBP595 Harris Waseem Director GBP545 Gordon Thomson Associate Director GBP425 Damian Webb, restructuring partner at RSM, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. RSM can be reached through: Damian Webb RSM Restructuring Advisory, LLP 25 Farringdon Street London EC4A4AB United Kingdom Tel: +44 (0)20 3201 8000 Fax: +44 (0)20 3201 8001 About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee for Region appointed an official committee of unsecured creditors on May 17, 2018. VON DIRECTIONAL: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------ Henry Hobbs, Jr., acting U.S. Trustee for Region 7, on July 18 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Von Directional Services, LLC. The committee members are: (1) Schlumberger Technology Corporation Attn: Donald E. Burell Matt Richard 1325 S. Dairy Ashford Houston, TX 77077 Tel: 281-285-1963 Fax: 281-285-1937 Email: dburell@slb.com Email: mrichard@slb.com Counsel for Member: Snow Spence Green LLP Holly C. Hamm, Esq. 2929 Allen Parkway, Suite 2800 Houston, TX 77019 Tel: 713-335-4800 Fax: 713-335-4848 Email: hollyhamm@snowspencelaw.com (2) IAE International, Inc. dba Sniper Drilling Attn: Roxanne Howe 13300 Stonefield Drive Houston, TX 77014 Tel: 281-209-1383 Fax: 281-209-2817 Email: roxanne@iaeintl.com (3) Hill Country Staffing Attn: Deanna Miller 501 S. Austin Ave., Suite 1310 Georgetown, TX 78626 Tel: 512-819-6150 ext. 206 Fax: 512-819-6140 Email: deanna.miller@hillcountrystaffing.com (4) Discovery Downhole Services, Inc. Attn: Rich Garber 1960 North Loop Ave. P.O. Box 4568 Casper, WY 82604-0568 Tel: 307-232-1234 Fax: 307-232-1238 Email: rich@discoverydhs.com Counsel for Member: Bob Despain, Esq. 123 West 1st St., Suite 620 Casper, WY 82601 Tel: 307-266-2949 Fax: 307-266-3108 Email: despainlaw@aol.com (5) Vertex Downhole Inc. Attn: Vic Fitch 20221 Carriage Point Drive Houston, TX 77073 Tel: 403-968-9460 Email: vfitch@vertexdownhole.com (6) Hunting Energy Services Inc. Attn: Vincent Mackensturm 1555 View Drive Casper, WY 82601 Tel: 307-265-6550 Email: vincent.mackensturm@hunting-intl.com (7) DD Innovation LLC Attn: Timothy F. Curran 2418 N. Frazier, Suite 102 Conroe, TX 77303 Tel: 936-828-1702 Email: tcurran@ddinnovation.net Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Von Directional Services LLC Von Directional Services, LLC is a privately owned company in the commercial and industrial machinery and equipment rental and leasing industry. The Company provides both equipment and personnel to oil and gas exploration companies. Von Directional Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-33794) on July 9, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of $10,000,001 to $50 million and liabilities of $10,000,001 to $50 million. Judge David R. Jones presides over the case. The Debtor is represented by Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, in Houston, Texas. VRG LIQUIDATING: CVS Pharmacy Resigns as Committee Member --------------------------------------------------------- Andrew Vara, acting U.S. Trustee for Region 3, announced in a court filing that CVS Pharmacy, Inc. resigned from the official committee of unsecured creditors in the Chapter 11 case of Vestis Retail Group, LLC, now known as VRG Liquidating, LLC, and its affiliates. The remaining committee members are Nike USA Inc., Under Armor Inc., Wolverine Worldwide Inc., Levi Strauss & Co. Inc., VF Outdoor LLC, and Regency Centers, L.P. About VRG Liquidating Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Vestis and its affiliates operated e-commerce sites at http://www.bobstores.com/, http://www.sportchalet.com/, and http://www.ems.com/ Vestis Retail Group LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets of up to $50,000 and debt of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy, their secretary. Judge Laurie Selber Silverstein is assigned to the cases. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP, as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC, as their claims and noticing agent, KPMG LLP as tax compliance and consulting service provider. An official committee of unsecured creditors has been appointed in the cases. The Committee has tapped Cooley LLP as its lead counsel and Polsinelli as conflicts counsel. Zolfo Cooper, LLC, serves as its bankruptcy consultant and financial advisor. * * * In April 2016, Vestis Retail Group LLC successfully restructured and recapitalized Eastern Mountain Sports and Bob's Stores through a Section 363 sale to an affiliate of Versa Capital Management LLC, the Debtors' lender, in exchange for the satisfaction of some debt, a $3 million cash contribution to the estate and the assumption of some liabilities. The Company's remaining retailer, Sport Chalet, was concurrently divested through an organized wind down. W RESOURCES: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: W Resources, LLC 301 Main Street, Suite 810 Baton Rouge, LA 70801 Business Description: W Resources, LLC is a privately owned company in Baton Rouge, Lousiana engaged in activities related to real estate. Chapter 11 Petition Date: July 23, 2018 Case No.: 18-10798 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Debtor's Counsel: Paul Douglas Stewart, Jr., Esq. STEWART ROBBINS & BROWN, LLC 301 Main Street, Suite 1640 P.O. Box 2348 Baton Rouge, LA 70821-2348 Tel: 225-231-9998 Fax: 225-709-9467 E-mail: dstewart@stewartrobbins.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/lamb18-10798.pdf List of Debtor's Nine Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Arkel International, LLC Money Lent $588,955 1055 Convention Street Baton Rouge, LA 70802 Chase Guaranty of Unpaid $1,919,909 c/o JP Hebert debt in subsidiary P.O. Box 52008 Lafayette, LA 70503 Daniel Duke Unpaid Wages $0 1911 S. Oak St. Stuttgart, AR 72160 Edward Guidry Unpaid Wages $0 4855 Choctaw Rd. Brusly, LA 70719 Farmers & Merchants Bank Guaranty of Secured $4,243,793 c/o Michelle Jacobs Obligation of Wholly- 721 South Main Street owned subsidiary Delta Stuttgart, AR 72160 Duck Farms, LLC Holt Blackwell Unpaid Wages $0 510 Lee County Rd, 911 Moro, AR 72368 Michael Lewis Unpaid Wages $0 PO Box 2912 Saint Francisville, LA 70775 Rodney Ravencraft Unpaid Wages $0 22731 Ligon Rd Zachary, LA 70791 Sabine State Bank Haynesville Shale Unknown c/o John L. mineral rights Whitehead P. O. Box 1127 Natchitoches, LA 71458 WALDRON DEVELOPMENT: Cash Collateral Use Through July 24 Approved ----------------------------------------------------------------- The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Waldron Development Company use of cash collateral of Wilmington Trust on an interim basis to pay these persons the following amounts for the period through July 24, 2018: Jose Carrillo (Maintenance) $100 Elizabeth Mach (Cleaning) $60 Therese Waldron (Management fee) $375 Fay Servicing $2,340 Comed/Nicor $100 City of Chicago (water/trash) $387 Juan Rodriquez (rodding sewer line) $266 Sanitary HVAC (HVAC leak) $136 CBJS (Final Accountat fees & expenses) $1,910 less the retainer of 1,500) $410 The Debtor's use of cash collateral is set for status on July 24, 2018 at 10:00 a.m. A copy of the Order is available at http://bankrupt.com/misc/ilnb17-37011-74.pdf About Waldron Development Company Waldron Development Company owns a three-flat apartment building at 3838 North Kenmore, Chicago, Illinois. Waldron Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14, 2017. The Debtor intends to use Chapter 11 to effectuate a sale of the building under Section 363(b) of the Bankruptcy Code, or to restructure the debt on the building. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Jacqueline P. Cox presides over the case. The Debtor tapped The Law Office of William J. Factor, Ltd., as its legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its accountants; and Ten-X LLC as its marketplace and transaction host relating to the sale of real property. WISEWEAR CORP: $110K Sale of Intellectual Property Approved ----------------------------------------------------------- Judge Ronald B. King of the US Bankruptcy Court for the Western District of Texas authorized WiseWear Corp.'s sale of intellectual property to Care Predict for $121,000. The Debtor is authorized to pay Heritage Global Partners (i) $11,000 buyer's premium; and (ii) $7,090 expense reimbursement from the sales proceeds. Notwithstanding the provisions of the Bankruptcy Rule 6004 or any applicable provisions of the Local Rules, the Order will not be stayed for 14 days after its entry, but will be effective and enforceable immediately. Time is of the essence in closing the transaction referenced in the Order, and the Debtor and CarePredict intend to close the Sale as soon as practicable. Any party objecting to the Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. A copy of the list of the intellectual property sold attached to the Order is available for free at: http://bankrupt.com/misc/Wisewear_Corp_84_Order.pdf About Wisewear Corp. Wisewear Corp. -- https://www.wisewear.com/ -- specializes in the design, creation, and manufacturing of smart, connected, and beautiful internet of things (IoT) products for consumer, military, and medical applications. WiseWear "fuses fashion with threads of technology" by seamlessly integrating proprietary biosensing and wireless communication technologies into everyday items like jewelry. The Company's device connects to users' phone that enables to receive real-time mobile notifications and updates on users activity performance throughout the day. The WiseWear headquarters is located in the heart of the medical district in San Antonio, Texas. Wisewear Corp. sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-50403) on Feb. 28, 2018. The case is assigned to Judge Ronald B. King. In the petition signed by Gerald Wilmink, president/CEO, the Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm, as counsel. The Court appointed Heritage Global Partners and WFS, Inc., doing business as Tranzon Asset Strategies, as auctioneers. X-TREME BULLETS: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------ The U.S. Trustee for Region 17 on July 23 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of X-Treme Bullets, Inc. and its affiliates. The committee members are: (1) P Kay Metal, Inc. Attn: Larry Kay/Cindy Flame 2448 E. 25th Street Los Angeles, CA 90058 Phone: (323)-585-5058 Fax: (323) 585-1380 Email: larrykay@pkaymetal.com Email: cindyflame@pkmetal.com Identified Counsel: Tim Nuefeld, Esq. 315 W. 9th Street, Suite 501 Los Angeles, CA 90015 Phone: (213) 229-2461 Fax: 213-625-265 Email: tneufeld@neufeldmarks.com (2) Crow Shooting Supply Attn: Bryan Stuntebeck 200 S. Front Street Montezuma, IA 50171 Phone: (641) 623-8523 Fax: (641)-623-8123 Email: bryan.stuntebeck@crowshootingsupply.com Identified Counsel: Kesha Tanabe, Esq. 4304 34th Ave S. Minneapolis, MN 55406 Phone: (612) 735-0188 Email: kesha@tanabelaw.com (3) Binary Anvil, Inc. Attn: John Kraft 22525 SE 64th Place, Suite 257 Issaquah, WA 98027 Phone: (425) 557-3649 Fax: (425) 557-3605 Identified Counsel: David E. Reed, Esq. 11120 NE 2nd Street, Suite 200 Bellevue, WA 98004 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About X-treme Bullets X-Treme Bullets, Inc., and its subsidiaries are in the business of manufacturing and selling small arms ammunition components, assembling ammunition, custom building ammunition manufacturing equipment, and repairing and refurbishing existing ammunition manufacturing equipment. They sell ammunition from company-owned brands, which they manufacture in-house, as well as ammunition from third-party brands, which they source as finished goods. They operate a production facility in Carson City, Nevada and operate four facilities in Idaho, including three production facilities and one distribution center. X-Treme Bullets and certain affiliates filed sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50609) on June 8, 2018. In the petition signed by David Howell, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of GlassRatner Advisory & Capital Group, LLC, as chief restructuring officer. [*] Chapter 11 Bankruptcy Filings Rise in June 2018 --------------------------------------------------- Chapter 11 bankruptcy filings rose to 7,171 for the 12-month period ending June 30, 2018, compared to 6,999 Chapter 11 filings in the year ending June 30, 2017, according to statistics released by the Administrative Office of the U.S. Courts. There were about 7,928 Chapter 11 filings in 2016; 6,672 in 2015; and 8,347 in 2014. In general, bankruptcy filings fell 2.6% for the 12-month period ending June 30, 2018, compared with the year ending June 30, 2017. The June 2018 annual bankruptcy filings totaled 775,578, compared with 796,037 cases in the year ending June 2017. About 22,245 of the bankruptcy filings were by business. This is down from 23,443 business filings for the same period in 2017. ********* 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 ***