/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181005.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 5, 2018, Vol. 22, No. 277 Headlines 160 ROYAL PALM: Seeks to Hire David Miller as Architect 1943 EASTERN PARKWAY: Plan Outline Hearing Set for Oct. 24 328 HOFFMAN LANE: Hires Maltz Auctions as Real Estate Broker 4504 30TH STREET: Taps Buddy D. Ford as Legal Counsel A & B ASSOCIATES: Eligible to Seek Reorganization Under Chapter 11 A.P. BECK-ANDOVER: Hires Coco Early as Real Estate Broker ACE HOLDING: Seeks to Hire Smith Dominelli as Special Counsel AIAD SAMUEL: Court Tosses Bids to Remove Chapter 11 Trustee AKC ENTERPRISES: Future Income to Fund Proposed Plan ALLEN MEMORIAL: Rattet New Counsel After Gordon-Oliver Named Judge APEX PROPERTIES: Roanoke Land Buying Virginia Properties for $4M ARA MACAO: Trustee Taps Moglia Advisors as Financial Advisor ATD CAPITOL: Exclusive Filing Period Extended Through Nov. 2 AV HOMES: S&P Discontinues 'B-' ICR Following Taylor Morrison Deal BEAUTIFUL BROWS: Voluntary Chapter 11 Case Summary BEEHIVE TRUCK: Taps Kelly G. Black as Legal Counsel BON-TON STORES: Seeks Jan. 30 Exclusive Filing Period Extension BOOTIQUE TRENDS: Nov. 6 Plan and Disclosure Statement Hearing Set BROOKSTONE HOLDINGS: Authorized to Assume Closing Store Agreement C & M AIR: Proposes Crow Auction of Remaining Vehicles CABLEVISION SYSTEMS: Moody's Reviews B1 CFR for Upgrade Amid Merger CAPITOL SUPPLY: Exclusive Filing Period Extended Through Nov. 2 CARLOS ROBLES TILE: Taps Luis D. Flores Gonzalez as Legal Counsel CC LLC: Jarvis Buying Baymont Inn for $10.2 Million CEQUEL COMMUNICATIONS: Moody's Reviews CFR For Upgrade Amid Merger COMPCARE MEDICAL: Seeks Continued Use of Cash Collateral CPG RESTAURANT: Case Summary & 20 Largest Unsecured Creditors CSC HOLDINGS: S&P Rates New Senior Secured & Guaranteed Notes 'BB' DCP MIDSTREAM: Fitch Rates Series C Preffered Equity Units BB- DCP MIDSTREAM: Moody's Rates Preferred Units B1, Outlook Stable DEASY ASSOCIATES: Seeks to Hire Real Estate Brokers DEMERX INC: Convenience Class to Receive 50% of Allowed Claims DIGITAL GAS: Court Junks Bid to Reopen Chapter 11 Bankruptcy Case DURO DYNE: Seeks to Hire Getzler Henrich as Financial Advisor DURO DYNE: Seeks to Hire Lowenstein Sandler as Counsel E & A TANNER: Seeks Authority on Interim Use of Cash Collateral ELECTRONIC RECYCLERS: Fails to Pay Proper Wages, Hernandez Claims EMPIRE ENTERPRISES: PNC Wants Deficiencies Cured in Plan Outline ETIENNE ESTATES: Court to Hold Hearing on Plan Interpretation FEDERAL-MOGUL LLC: Moody's Withdraws B2 Corp. Family Rating FLIPPING EGG: Granted Final Authority to Use Cash Collateral FRANCIS' DRILLING: Taps JND Corporate as Claims and Noticing Agent FUSE LLC: Moody's Lowers CFR to Caa2 & Alters Outlook to Negative FYBOWIN LLC: Proposes Sale of Substantially All Assets GEORGE ROBERT HANSON: Bid to Modify Confirmed Ch. 11 Plan Tossed GLENMORE UNIQUE: Seeks to Hire Andrew M. Tilem as Attorney GREEN COUNTRY: Seeks to Hire Crowe & Dunlevy as Counsel HERITAGE HOME: Allowed to Retain SB360 to Assist in Sale of Assets HORIZONTAL RENTALS: Hires King & Sommer as Special Counsel HYLAS YACHTS: Seeks to Hire RLC Lawyers as Counsel JASON FLY LOGGING: Proposes $80K Private Sale of 2017 Mack CHU613 JIN KIM: Pausano Buying Richmond Property for $150K JIT INDUSTRIES: Hires Fowler Auction as Expert Valuation Witness JOSEPH SCHABATKA: Not Entitled to Entry of Discharge, Court Rules K & D HOSPITALITY: Cash Use Mooted With Payment of FNB Liens KAIROS HOMES: Voluntary Chapter 11 Case Summary KIMBALL HILL: F&D Must Dismiss Claims vs LCP in Sugar Grove Lawsuit M.F. ANWAR M.D.: Seeks to Hire Premiere Tax as Accountant MIAMI BEVERLY: Plan to be Funded from Sale of Miami Real Properties MIRARCHI BROTHERS: To Pay Unsecs. $55K Annually Over First 5 Years MOUNT HOLLY: Voluntary Chapter 11 Case Summary NEIGHBORS LEGACY: Seeks to Hire FTI Consulting, Retain CFO NICHOLS BROTHER: Seeks Oct. 31 Exclusive Period Extension OOTZIE PROPERTIES: Hires Allen B. Dubroff as Counsel OPEN ROAD: Seeks Authorization on Cash Collateral Use OPPENHEIMER PARTNERS: Ct. Nixes MidFirst Bid to Reopen Ch. 11 Case PACIFIC DRILLING: Court Approves Terms of Equity Rights Offering PACIFIC DRILLING: Increases Equity Rights Offering to $450MM PEPPERELL MILLS: Oct. 16 Continued Cash Collateral Hearing PERIWINKLE PARTNERS: Hires Robert N. Bassel as Bankruptcy Counsel PGT INNOVATIONS: Moody's Hikes CFR to B1 & Alters Outlook to Stable PIONEER HEALTH: Trust's Objection to PHS of Monroe's Plan Overruled PRIME PROPERTY: Unsecureds to Receive 34% of Allowed Claims PYRAMID QUALITY: Hires Gudeman & Associates as Counsel QUE GOLAZO: Seeks 45-Day Exclusivity Period Extension RED FORK (USA): Has Final Nod on Cash Collateral Use Thru Dec. 21 RED VENTURES: Moody's Ups CFR to B1 & Alters Outlook to Pos. RENAISSANCE PARTNERS: Lakeside Objects to Amended Plan RENAISSANCE PARTNERS: Plan Not Feasible, Creditor Complains REVOLUTION MONITORING: Taps Eric A. Liepins as Legal Counsel ROCKAWAY WORKFORCE: Klestoff to Fund 50% Payment to Unsecureds SARAI SERVICES: Case Summary & 20 Largest Unsecured Creditors SKY-SCAN INC: Wants to Continue Using Cash Collateral Until Jan. 4 SOUTHERN MISSISSIPPI: Hires The Dummer Law as Special Counsel SUPERIOR HOSPICE: Superior Home Hires Husch as Special Counsel TIMBER RIDGE: Bensoussan Buying Hampshire Youth Camp for $1.6M TOPS HOLDING II: Senior Secured Notes Claimants to Get 46.5%-59.3% TOYS "R" US: Propco I Hires Cushman as Real Estate Advisor TS ARMS LLC: Hires Tameria S. Driskill as Counsel UNITED NATURAL: Moody's Assigns B1 CFR, Outlook Stable UNIVERSAL HOSPITAL: Moody's Hikes CFR to B1, Outlook Stable URBAN OAKS: Taps Carlton Fields as Special Counsel VERITY HEALTH: Taps Cain Brothers as Investment Banker VISUAL HEALTH: Seeks Authority on Continued Cash Collateral Use WACHUSETT VENTURES: Brockton Exclusive Period Moved to Oct. 24 WMG ACQUISITION: S&P Assigsn 'B+' Rating on EUR200MM Secured Notes WPB HOSPITALITY: Case Summary & 14 Unsecured Creditors YWFM LLC: Seeks to Hire Dyer & Smith as Accountant [*] Mark That Calendar! Distressed Investing Conference on Nov. 26 [^] BOOK REVIEW: Competitive Strategy for Healthcare ********* 160 ROYAL PALM: Seeks to Hire David Miller as Architect ------------------------------------------------------- 160 Royal Palm, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ David Miller and Associates, P.A., as architect to the Debtor. 160 Royal Palm requires David Miller to provide architectural and building engineering services to the Debtor's real property consisting of a partially constructed hotel condominium located at 160 Royal Palm Way, Palm Beach, Florida, during the bankruptcy proceedings. David Miller will be paid at these hourly rates: Principal Architects $285 Design Architects $215 Principal Engineers $225 Design Engineers $175 CADD Operators $125 Clericals $50 David Miller will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Miller, president of David Miller and Associates, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David Miller can be reached at: David R. Miller DAVID MILLER AND ASSOCIATES, P.A. 319 Clematis St., Suite 802 West Palm Beach, FL 33401 Telephone: (561) 833-0164 Facsimile: (561) 833-0165 About 160 Royal Palm 160 Royal Palm, LLC's principal asset is an abandoned construction project located at 160 Royal Palm Way in Palm Beach, Florida. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. Judge Erik P. Kimball is assigned to the case. Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. 1943 EASTERN PARKWAY: Plan Outline Hearing Set for Oct. 24 ---------------------------------------------------------- 1943 Eastern Parkway LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement to accompany its proposed plan of reorganization, which proposes to pay allowed unsecured claimants 100% in equal monthly payments. Payments to holders of Allowed Claims under the Plan will be made by the Debtor or Reorganized Debtor from (a) Cash of the reorganized Debtor on hand as of the Effective Date, (b) Cash realized from the Reorganized Debtor's operations following the Effective Date, (c) Cash contributed or loaned by the holder of the Equity Interest and/or (d) refinancing. Since the principal of Debtor has committed to contribute cash sufficient to meet the Debtor's cash needs, it is not likely that the Debtor will wind up back in bankruptcy, especially if the Debtor completes the required work on its Property so that it can be rented. The Court is set to hold a hearing on Oct. 24, 2018 at 3:00 p.m. to consider the adequacy of the disclosure statement. Written objections to the disclosure statement must be filed and served no later than 5:00 p.m. on Oct. 17, 2018. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nyeb1-18-42043-49.pdf About 1943 Eastern Parkway 1943 Eastern Parkway, LLC, is a single asset real estate company that owns land and a building at 1943 Eastern Parkway, Brooklyn, New York. 1943 Eastern Parkway sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42043) on April 12, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $1 million. Judge Carla E. Craig presides over the case. 328 HOFFMAN LANE: Hires Maltz Auctions as Real Estate Broker ------------------------------------------------------------ 328 Hoffman Lane LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Maltz Auctions, Inc., as real estate broker to the Debtor. 328 Hoffman Lane requires Maltz Auctions to sell and market the Debtor's real property located at 328 Hoffman Lane, Hauppauge, NY 11788. Maltz Auctions will be paid a 5% commission of the sale price. Richard B. Maltz, chief executive officer of Maltz Auctions, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Maltz Auctions can be reached at: Richard B. Maltz MALTZ AUCTIONS, INC. 39 Windsor Place Central Islip, NY 11722 Tel: (516) 349-7022 About 328 Hoffman Lane 328 Hoffman Lane LLC lists its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 328 Hoffman Lane sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-71322) on Feb. 28, 2018. In the petition signed by Joe Tuscano, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Louis A. Scarcella presides over the case. Forchelli Deegan Terrana LLP is the Debtor's bankruptcy counsel. 4504 30TH STREET: Taps Buddy D. Ford as Legal Counsel ----------------------------------------------------- 4504 30th Street West, LLC, and Murphy & Rajan Investments, LLC seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Buddy D. Ford, P.A. as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; represent the Debtors in negotiation with their creditors in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The firm will charge these hourly rates: Buddy Ford, Esq. $425 Senior Associate Attorneys $375 Junior Associate Attorneys $300 Senior Paralegals $150 Junior Paralegals $100 Prior to the petition date, Sean Murphy, the Debtors' principal, paid the firm an advance fee of $6,000. Buddy D. Ford has no connection with the Debtors, the creditors or any "party in interest," according to court filings. The firm can be reached through: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@TampaEsq.com Email: All@tampaesq.com About 4504 30th Street West 4504 30th Street West, LLC, is engaged in activities related to real estate. It owns a commercial building used for warehousing and distribution located at 4504 30th Street West, Bradenton, Florida, with an appraised value of $3.75 million. 4504 30th Street West's affiliate Murphy & Rajan Investments, LLC, a single asset real estate (as defined in 11 U.S.C. Section 101(51B)) owns a commercial building used for warehousing and distribution located at 4050 West King Street, Cocoa, Florida; and a commercial building used for warehousing located at 5711 17th St. E, Bradenton, Florida. The properties have an appraised value of $590,000. 4504 30th Street West and Murphy & Rajan Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 18-08376 and 18-08377) on September 29, 2018. In the petitions signed by Sean M. Murphy, managing member, 4504 30th Street West disclosed $3,750,000 in assets and $4,024,470 in liabilities. Murphy & Rajan Investments disclosed $590,000 in assets and $375,513 in liabilities. A & B ASSOCIATES: Eligible to Seek Reorganization Under Chapter 11 ------------------------------------------------------------------ Bankruptcy Judge Edward J. Coleman, III denied FCRE REL, LLC's motion to convert A & B Associates, L.P.'s chapter 11 case to one under chapter 7. FCRE essentially made two arguments concerning the Debtor's eligibility to proceed with reorganization under Chapter 11 based on its limited partnership status under Georgia law. First, FCRE contends that the entity that filed the petition, ABGP, Inc., ostensibly the Debtor's general partner as of 2010, lacked authority to do so because it was never properly admitted as a general partner. Second, FCRE contends that the Debtor cannot be a debtor under 11 U.S.C. section 109(d) because the limited partnership was dissolved, or at least rendered moribund, by the administrative dissolution in 2005 of its erstwhile general partner, also called ABGP, Inc. The Debtor argued that any infirmities in its limited partnership status following the administrative dissolution of ABGP I were cured by the incorporation and admission of ABGP II, that FCRE is estopped from denying that the Debtor is a valid limited partnership and that by its Ratification the Debtor agreed to be bound by all prior actions taken by ABGP I and ABGP II. The Court finds that the execution of the Nov. 1, 2006 Amendment to the Limited Partnership Agreement was permissible under Georgia law. This amendment merely amended the list of partners to the limited partnership to "reflect the buyout of certain Limited Partners and the recent admission of others," to reclassify the various interests in the Debtor, to make certain changes to the distribution of distributable income and distributable capital, and to require the consent of 87% of the limited partnership interests before the general partner may "sell or lease, or otherwise dispose of all or substantially all of the assets of the Partnership . . . ." These changes to the Limited Partnership Agreement were consistent with and appropriate to the winding up of the business of ABGP I. Notwithstanding its administrative dissolution on July 9, 2005, which commenced a five-year winding up period, the Court finds that ABGP I continued its corporate existence for the purposes of winding up its affairs through and until the incorporation of ABGP II on November 4, 2010. At that time, L. Christopher Kettles, the authorized representative of ABGP, Inc., the Debtor's "managing" general partner, who was the sole shareholder of both corporate entities, properly transferred the interest as general partner from the administratively-dissolved ABGP I to the newly-incorporated ABGP II. That interest, which was the sole asset of ABGP I, then became the sole asset of ABGP II. The Nov. 4, 2010 Amendment to the Limited Partnership Agreement explicitly provided for the creation of a new corporate general partner. Although ABGP II was not identified by name, the Court finds that ABGP II was the entity intended to be the new general partner. Supporting the Court's conclusion is the fact that ABGP I and ABGP II both had the same raison d'etre, namely to serve as the general partner of A & B Associates, L.P. The Court concludes that A & B Associates, L.P. is a valid limited partnership under the laws of Georgia and that it is eligible to seek reorganization in this Chapter 11 bankruptcy case. The Court further finds that the Debtor's corporate general partner was properly admitted and had the authority, acting through Kettles, to file the petition. A full-text copy of the Court's Opinion dated Sept. 26, 2018 is available at: http://bankrupt.com/misc/gasb17-40185-509.pdf About A & B Associates A & B Associates, L.P., filed a Chapter 11 petition (Bankr. S.D. Ga. Case No. 17-40185) on Feb. 3, 2017. Christopher L. Kettles, managing general partner, signed the petition. The case is assigned to Judge Edward J. Coleman III. C. James McCallar, Jr., Esq., at the McCallar Law Firm, is the Debtor's counsel. At the time of filing, the Debtor disclosed $5.48 million in assets and $3.93 million in liabilities. A.P. BECK-ANDOVER: Hires Coco Early as Real Estate Broker --------------------------------------------------------- A.P. Beck-Andover Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Coco Early & Associates as real estate broker. A.P. Beck-Andover requires Coco Early to market and sell the Debtor's real property a commercial building located at 6-8 Windsor Street, Andover, MA. Coco Early will be paid a commission of 4% of the gross sales price. Stephan Coufos, a partner at Coco Early & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Coco Early can be reached at: Stephan Coufos COCO EARLY & ASSOCIATES 63 Park Street, Suite 10 Andover, MA 01810 Tel: (978) 475-1009 About A.P. Beck-Andover Realty A.P. Beck-Andover Realty, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B), filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-41696) on Sept. 11, 2018. In the petition signed by Adam P. Beck, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The Ann Brennan Law Offices represents the Debtor. ACE HOLDING: Seeks to Hire Smith Dominelli as Special Counsel ------------------------------------------------------------- Ace Holding, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Smith Dominelli & Guetti LLC, as special counsel to the Debtor. Ace Holding requires Smith Dominelli to assist the Debtor in resolving the real property tax foreclosure proceeding pending in Albany County. Smith Dominelli will be paid at the hourly rate of $275. Smith Dominelli has a prepetition billing due to the Debtor in the amount of $1,354.20. Smith Dominelli will also be reimbursed for reasonable out-of-pocket expenses incurred. Jay Smith, a partner at Smith Dominelli & Guetti, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Smith Dominelli can be reached at: Jay Smith, Esq. SMITH DOMINELLI & GUETTI LLC 449 New Karner Road Albany, NY 12205 Tel: (518) 250-4888 About Ace Holding Rensselaer, New York-based Ace Holding LLC develops and owns real property consisting of a fully renovated mixed-use building at 147 South Pearl Street, and nine contiguous single family townhomes at 160 to 176 South Pearl Street in Albany, New York. The company filed second chapter 11 petition on April 11, 2008 (Bankr. N.D.N.Y. Case No. 08-11084). Judge Robert E. Littlefield Jr. presides over the case. Michael D. Assaf, Esq., at Assaf & Mackenzie represent the Debtor in its restructuring efforts. The Debtor's schedules showed total assets of $11,983,533 and total liabilities of $917,198. Ace Holding first filed chapter 11 petition on Aug. 31, 2007 (Bankr. N.D.N.Y. Case No. 07-12342). E. Lisa Tang, Esq., served as counsel to the Debtor in the case presided over by Judge Robert E. Littlefield Jr. AIAD SAMUEL: Court Tosses Bids to Remove Chapter 11 Trustee ----------------------------------------------------------- Bankruptcy Judge Michael S. McManus denied Debtors Hoda Samuel and Aiad Samuel's motions to remove the chapter 11 trustee, Scott M. Sackett. The Debtors' objections to confirmation of the chapter 11 trustee's plan are also overruled. The debtors' reasons for seeking removal of the trustee and objecting to the confirmation of the plan fall into four categories: (1) the trustee should not have paid the United States of America's criminal restitution claim against Mrs. Samuel; (2) the trustee, his attorneys, and Judge Michael McManus are part of a "gang" that has acquired the debtors' four shopping centers at bargain prices; (3) the trustee sold the shopping centers on the cheap; and (4) the trustee was and is, at the worst, dishonest and, at best, a poor manager of the estate. The Court holds that none of the reasons for removal of the trustee have a basis in fact. Even if the court were to consider Mr. Samuel's direct testimony, it is not credible and does not establish cause for the trustee’s removal. The trustee has not been incompetent or breached his fiduciary duty, or failed to perform his duties, nor does he hold an interest adverse to the estate. Conversely, the trustee has administered a challenging case, where the debtors have obstructed his work at every turn in order to hinder and delay payments to creditors. From courtroom threats and baseless accusations against the trustee to filing frivolous motions, the debtors have actively obstructed the trustee’s administration of the estate. The debtors have also demonstrated uncompromising contempt for their statutory obligations as debtors in bankruptcy. When removed from their role as the steward of the bankruptcy estate, they refused any cooperation with the trustee, making an already challenging case even more so. Removal of the trustee is denied. The court will confirm the trustee's first amended plan filed Sept. 18, 2018. A copy of the Court's Sept. 27, 2018 Memorandum is available for free at: http://bankrupt.com/misc/caeb16-21585-1240.pdf About the Samuels Aiad Samuel and Hoda Samuel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21585) on March 15, 2016. The Debtors' principal business enterprise is real estate management and leasing. On May 10, 2016, the Court approved the appointment of Scott M. Sackett as the Chapter 11 Trustee for the Debtors' Estate. The Chapter 11 Trustee is represented by Donald W. Fitzgerald, Esq., and Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California. AKC ENTERPRISES: Future Income to Fund Proposed Plan ---------------------------------------------------- AKC Enterprises, Inc., submits a combined disclosure statement and plan of reorganization dated Sept. 25, 2018. The Debtor proposes to pay its creditors, after confirmation and the Effective Date of the Plan, from a combination of monies that Debtor has accumulated during the Chapter 11 cases and future income received by Debtor for 10 years following the Effective Date of the Plan unless otherwise provided. Thee holders of Allowed General Unsecured Claims in Class 4 will receive their Pro Rata share of $2,000 beginning on the first day after Administrative Expense Claims are paid in full, and quarterly thereafter for the 10-year term of the Plan or the holders of Allowed General Unsecured Claims are paid in full, whichever is shorter. All of Debtor's income from every source will be used to fund the Plan. Further, the equity contributions of David Campbell, as well as the sales proceeds from or securitization of certain real property of David Campbell, will be used to fund the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/moeb18-40472-76.pdf About AKC Enterprises AKC Enterprises, Inc., doing business as Little Hills Winery, doing business as Little Hills Restaurant, doing business as Little Hills Wine Shop, is a locally owned and operated wine producer in Saint Charles, Missouri. Its wines are made from French/American Hybrids, German/American Hybrids and Native Missouri Grapes. The Company harvests grapes purchased from Missouri Grape Growers and some Illinois Grape Growers. It also produces its fruit wines from fruit purchased from local suppliers. The company -- https://www.littlehillswinery.com/ -- now produces 16 to 18 wines depending on the time of year, designated and paired with its menu served at its restaurant. The Restaurant offers banquets, catering, and delivery (Grubgo.com) services. The Restaurant accommodates 300 persons on its terraces and 100 inside its building. The company's Little Hills Wine Shop is located at 710 S. Main Street, just two blocks South of the Restaurant. The Shop features Little Hills Wines and many other Missouri Made Wines. AKC Enterprises filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 18-40472) on Jan. 29, 2018. In the petition signed by David Campbell, president, the Debtor disclosed $1.20 million in assets and $1.57 million in liabilities. Thomas H. Riske, Esq., at Carmody MacDonald P.C., serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. ALLEN MEMORIAL: Rattet New Counsel After Gordon-Oliver Named Judge ------------------------------------------------------------------ Allen Memorial Church of God in Christ, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Rattet PLLC, as bankruptcy counsel, substituting Arlene Gordon-Oliver & Associates, PLLC. Arlene Gordon-Oliver took office as Family Court Judge in Westchester County effective January 1, 2018 and can no longer be retained on private cases. Allen Memorial requires Rattet to: (a) advise the Debtor with respect to its powers and duties as Debtor-in-possession in the continued management and operation of its business and properties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the bankruptcy case, including all of the legal and administrative requirements of operating in Chapter 11; (c) take all necessary actions to protect and preserve the Debtor's estates, including the prosecution of actions on their behalf, the defense of any actions commenced against its estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; (d) prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estates; (e) negotiate and prepare on the Debtor's behalf plans of reorganization, disclosure statements and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plans; (f) advise and assist the Debtor in connection with any extraordinary sale of assets; (g) appear before the Bankruptcy Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with its Chapter 11 case. Rattet will be paid at these hourly rates: Members/Counsels $650 Associates $400 Rattet will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert L. Rattet, a partner at Rattet PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rattet can be reached at: Robert L. Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: (914) 381-7400 About Allen Memorial Church of God in Christ, Inc. Allen Memorial Church of God in Christ, Inc. filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 14-22773) on May 30, 2014. The petition was signed by Reverend Carlton C. Spruill, president. The Debtor disclosed total assets of $7.06 million and total liabilities of $2.49 million as of April 2014. Rattet PLLC was hired by the Debtor as counsel, substituting for Arlene Gordon-Oliver, P.C. APEX PROPERTIES: Roanoke Land Buying Virginia Properties for $4M ---------------------------------------------------------------- Apex Properties, LLC asks the U.S. Bankruptcy Court for the Western District of Virginia to authorize the sale of the improved real estate, commonly known as: (a) New River Landing Mobile Home Park, at 1600 Peppers Ferry Road, Tax ID 078-A3; (b) Riner Mobile home Park, at 1555 Union Valley Road, Riner, Virginia, Tax ID 119-1-1A; (c) Deer Run Mobile Home Park, at 8700 Deer Run Road, Copper Hill, Virginia, Tax ID 11-11and 11-11A; (d) Indian Rock Mobile Home Park, at Route 40, Rocky Mount, Virginia, Tax ID 073001-4900; (e) 7065 Buckeye Road, Roanoke, Virginia; (f) 4430 Old Cave Spring Road, Roanoke, Virginia; (g) 4506 Old Cave Spring Road, Roanoke, Virginia (h) 1540 Apperson Drive, Salem, Virginia; and (i) 1532 Apperson Drive, Salem, Virginia, to Roanoke Land Ventures, LLC for $4,062,500. The Property is subject to these liens: (A) Inchoate real estate tax liens in favor of: (i) Treasurer of Montgomery County, Virginia (approximately $67,000); (ii) Treasurer of Floyd County, Virginia (approximately $10,000); (iii) Treasurer of Franklin County, Virginia (approximately $8,500); (iv) Treasurer of Roanoke County, Virginia (approximately $22,000); and (v) Treasurer of City of Salem (approximately $37,000). (B) Deed of Trust, in favor of Carolina Lily Portfolio IV, LLC in the amount of $5 million. (C) Deed of Trust in favor of Dan Ramsey with a balance owed of $225,000 and agreement to satisfy the Deed of Trust for $150,000. The Debtor is not aware of any other liens on the Property. It asks that the Court authorizes it to sell the Property for $4,062,500 pursuant to the contract, free and clear of all liens, encumbrances, and other interests, other than validly recorded easements, and sign any documents on behalf of the Debtor necessary to provide the purchaser with clean and clear title to the Property. The contract will replace one that the Court approved on July 24, 2018, selling some of the properties listed. The buyers are related entities and approve of the contract replacing the original one. The Debtor proposes that the liens on the Property attach to the proceeds of the Property to the same extent, with the same validity and priority as the liens had in the Property. In order to allow preparations to sell the Property to begin promptly, the Debtor asks that the Court makes the order granting the Motion effective and enforceable immediately upon its entry. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Apex_Properties_188_Sales.pdf About Apex Properties Apex Properties LLC, based in Salem, Virginia, is a privately held company and an operator of a non-residential building. Apex filed for Chapter 11 bankruptcy (Bankr. W.D. Va. Case No. 17-70501) on April 14, 2017. In the petition signed by Al Cooper, managing member, the Debtor estimated assets between $1 million and $10 million in assets and liabilities. The Hon. Paul M. Black presides over the case. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as Chapter 11 counsel. ARA MACAO: Trustee Taps Moglia Advisors as Financial Advisor ------------------------------------------------------------ S. Cary Forrester, the Chapter 11 trustee of Ara Macao Holdings, L.P., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Moglia Advisors, as financial and restructuring advisor to the Trustee. The Trustee requires Moglia Advisors to: a. assist in preparing required court filings, including Monthly Operating Reports; b. assist in the formulation of a plan of reorganization; c. assist in the preparation of information and data for inclusion in the plan of reorganization and accompanying disclosure statement; d. assist in negotiations with stakeholders; e. assist in the review and reconciliation of filed and scheduled claims; f. provide testimony at the plan confirmation hearing and other court hearings, as needed; and g. provide such other such assistance as the Trustee may request. Moglia Advisors will be paid at these hourly rates: Alex Moglia $425 Alan Friedman $390 Other Professionals $75 to $390 Moglia Advisors will be paid a retainer in the amount of $20,000. Moglia Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Alex Moglia, partner of Moglia Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Moglia Advisors can be reached at: Alex Moglia MOGLIA ADVISORS 1325 Remington Road, Suite H Schaumburg, IL 60173 Tel: (847) 884-8282 About Ara Macao Holdings Ara Macao Holdings, L.P., provides real estate development services. On April 6, 2018, an involuntary Chapter 11 petition was filed against Ara Macao Holdings, L.P. (Bankr. D. Ariz. Case No. 18-03615). On May 8, 2018, the involuntary proceeding was converted to a voluntary Chapter 11 proceeding (Bankr. D. Ariz. Case No. 18-03615). The case is assigned to Judge Paul Sala. The petitioning creditors are KB Partners, Inc., Christopher de Sibert, Gary Nitsche, Daniel Dorgan, Richard Umbach and Edgewater Resources, LLC. They are represented by Patrick A Clisham, Esq., at Engelman Berger, P.C. The Debtor hired Burch & Cracchiolo, P.A., as bankruptcy counsel. S. Cary Forrester was appointed as the Chapter 11 Trustee of Ara Macao Holdings. The Debtor hired Forrester & Worth, PLLC, as counsel. ATD CAPITOL: Exclusive Filing Period Extended Through Nov. 2 ------------------------------------------------------------ The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of ATD Capitol, LLC, has extended (a) the Exclusive Filing Period to through and including Nov. 2, 2018, (b) the Exclusive Solicitation Period to through and including Jan. 1, 2019, and (c) the Procedures Order Deadline to through and including Nov. 2, 2018. The Troubled Company Reporter has previously reported that the Debtor requested for an extension in order to have additional time to allow Capitol Supply, Inc. to pursue settlement negotiations with the United States and its primary secured lender, and for the Debtor to formulate a plan of reorganization and disclosure statement based on the outcome of such negotiations without incurring legal fees associated with presently preparing a plan and disclosure statement. The Debtor is a wholly owned subsidiary of Capitol Supply, Inc., who is also a debtor in a bankruptcy case pending before the Court at In re Capitol Supply, Inc., Case No: 17-21544-EPK. Specifically, Capitol Supply obtained an order from the Court enforcing the stay against an action by the United States, one of its largest unsecured creditors, and Louis Scutellaro pending before the District Court for the District of Columbia. Thereafter, the United States appealed the Court's decision to the United States District Court for the Southern District of Florida, and the matter has been fully briefed. The Debtor argued that its proposed reorganization will also be impacted by the outcome of Capitol Supply's negotiations with its primary secured lender. Capitol Supply has been engaged in settlement discussions regarding the DC Case, consensual plan terms and other related issues with the United States and its primary secured creditor. While Capitol Supply has made significant progress, the Debtor required additional time to permit Capitol Supply to continue such settlement discussions with the United States and its secured lender prior to the Debtor formulating and proposing its plan of reorganization and disclosure statement. About ATD Capitol ATD Capitol, LLC, was incorporated on Aug. 12 2015, and is in the office and public building furniture business. ATD is an affiliate of Capitol Supply, Inc., which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-22257) on Oct. 9, 2017. In the petition signed by Robert J. Steinman, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Bradley Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. AV HOMES: S&P Discontinues 'B-' ICR Following Taylor Morrison Deal ------------------------------------------------------------------ S&P Global Ratings removed its issue-level rating on AV Homes Inc.'s $400 million senior unsecured 6.626% notes due 2022 from CreditWatch and raised it to 'BB' from 'B-' following the company's acquisition by Taylor Morrison Home Corp. (TMHC). The notes have been transferred over to the same borrower/guarantor structure as TMHC's existing unsecured notes, and S&P therefore raised the rating to be consistent with the rating on TMHC's senior unsecured debt. Now that the transaction has closed, S&P has also discontinued its issuer credit rating on AV Homes as the company's operations will be integrated into TMHC and will cease to exist as a stand-alone entity. Ratings List Taylor Morrison Home Corp. Issuer credit rating BB/Stable To From Issue Rating Raised Taylor Morrison Communities Inc. $400 mil senior unsecured notes BB Recovery rating 3 (65%) AV Homes Inc. $400 mil senior unsecured notes B-/Watch Pos Recovery rating 3 (55%) Issuer Credit Rating Discontinued AV Homes Inc. Issuer credit rating NR B-/Watch Pos BEAUTIFUL BROWS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Beautiful Brows LLC 5002 North Royal Atlanta Dr, Suite M Tucker, GA 30084 Business Description: Beautiful Brows LLC, based in Tucker, Georgia, primarily operates in the skin care business within the personal services industry. Chapter 11 Petition Date: October 3, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-66766 Debtor's Counsel: Jason L. Pettie, Esq. JASON L. PETTIE, P.C. P.O. Box 17936 Atlanta, GA 30316 Tel: (404) 638-5984 Fax: (404) 601-4983 E-mail: jasonpettie@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Saleema Delawalla (f/k/a Fnu Saleema), member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb18-66766.pdf BEEHIVE TRUCK: Taps Kelly G. Black as Legal Counsel --------------------------------------------------- Beehive Truck and Auto, LLC, received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Kelly G. Black, PLC, as its legal counsel. The firm will represent the Debtor in negotiation with its creditors; prosecute actions to protect its bankruptcy estate; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Kelly G. Black charges an hourly fee of $300 for its attorneys and $125 for paralegals. The firm received from the Debtor the sum of $2,317, of which $1,717 was used to pay the filing fee. The firm and its attorneys are "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kelly G. Black, Esq. Kelly G. Black, PLC 1152 E Greenway St., Suite 4 Mesa, AZ 85203-4360 Phone: 480-639-6719 Fax: 480-639-6819 Email: kgb@kellygblacklaw.com About Beehive Truck and Auto Beehive Truck and Auto, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-11882) on Sept. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. BON-TON STORES: Seeks Jan. 30 Exclusive Filing Period Extension --------------------------------------------------------------- The Bon-Ton Stores, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware for an extension of the exclusive periods within which only the Debtors may file a chapter 11 plan and solicit acceptances thereof through and including Jan. 30, 2019 and April 2, 2019, respectively. A hearing will be held on Nov. 20, 2018 at 10:30 a.m. during which time the Court will consider extending the Exclusive Periods. Objections to the requested extension must be filed on or before October 15 at 4:00 p.m. On April 18, 2018, the Court entered that certain Sale Order, pursuant to which the Court approved the sale of the Assets to (a) a contractual joint venture comprised of GA Retail, Inc. and Tiger Capital Group, LLC and (b) Wilmington Savings Fund Society, FSB, as the indenture agent and collateral trustee for the 8.00% second-lien senior secured notes due 2021 issued by BDTS. In connection with the Sale, and pursuant to the Agency Agreement consummated in connection therewith, the Purchaser obtained, among other things, certain designation rights with respect to certain of the Assets, and the Debtors are working cooperatively with the Purchaser as it exercises and implements those Designation Rights while the Debtors simultaneously wind down their affairs. The Debtors now seek an additional extension of the Exclusive Periods so that they may be afforded sufficient time to complete their obligations under the Agency Agreement and complete the wind-down of their operations. As part of this process, and upon the conclusion thereof, the Debtors will evaluate their assets and administrative liabilities to determine if any chapter 11 plan is feasible in these chapter 11 cases. The Debtors submit that the requested extension of the Exclusive Periods is reasonable given the current posture of these chapter 11 cases. The Debtors have worked diligently with the Purchaser to complete the GOB Sale, which concluded on August 31, 2018, and, in furtherance thereof, have rejected substantially all of their nonresidential real property leases, or, at the Purchaser's direction, assumed and assigned such leases to third parties. The Debtors are currently complying with their obligations under the Agency Agreement and the Sale Order, and assisting the Purchaser (as required under the Agency Agreement) as it implements the Designation Rights purchased in connection therewith. The Debtors believe that an extension of the Exclusive Periods will preserve the status quo while the Debtors devote the necessary resources towards the wind down of their operations in compliance with the Agency Agreement. Indeed, the Debtors believe that the potential distractions that would result from the expiration of the Exclusive Periods, and the related costs, would be detrimental to the conduct of these chapter 11 cases and the Debtors' go-forward obligation to assist the Purchaser as it exercises its rights under the Agency Agreement. Accordingly, the Debtors believe that, on that basis alone, the requested extension of the Exclusive Periods is warranted. The Debtors assert that it is appropriate to maintain the Exclusive Periods so as to reduce any administrative expenses that may be incurred in connection with any competing chapter 11 plans that could be filed at this stage of the cases. About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 250 stores, which includes nine furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, Bon-Ton Stores disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as investment banker; AlixPartners LLP as restructuring advisor and AP Services, LLC as financial advisor; and A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. Counsel for the Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz, Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP. An investor group comprised of DW Partners, LP, Namdar Realty Group and Washington Prime Group, Inc., primarily as secured mortgage lender; and AM Retail Group, Inc., who submitted a going concern bid for the Debtors' assets, are represented by John Lyons, Esq., at DLA Piper LLP (US). Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L. Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney, Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L. Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq., and Joshua M. Mester, Esq., at Jones Day. Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal Financial LLC, are Mark D. Collins, Esq., and Joseph Charles Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D. Marwill, Esq., and John Ventola, Esq., at Choate Hall & Stewart LLP. Co-Counsel to the Administrative Agent, Bank of America, N.A., are Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C. Joyner, Esq., at Morgan, Lewis & Bockius LLP. Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A. As Indenture Trustee and Collateral Agent for the Debtor's 8.00% Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan, Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP. BOOTIQUE TRENDS: Nov. 6 Plan and Disclosure Statement Hearing Set ----------------------------------------------------------------- Bootique Trends, Inc. filed an application asking the U.S. Bankruptcy Court for the Eastern District of Texas to conditionally approve its disclosure statement dated Sept. 25, 2018. The Debtor also requested that the Court establish deadlines or hearing times in connection with solicitation, final approval of the Combined Plan and Disclosure Statement as a disclosure statement, and confirmation. After considering the Debtor's request, the Court finds that just cause exists to conditionally approve the disclosure statement. Nov. 2, 2018 is fixed as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 plan which must be received by 5:00 p.m. (CDT). Oct. 31, 2018 is fixed as the last day for filing and serving written objections to final approval of the Debtor's Disclosure Statement; or confirmation of the Debtor's proposed Chapter 11 plan. The hearing to consider final approval of the Debtor's Disclosure Statement and to consider the confirmation of the Debtor's proposed Chapter 11 Plan is fixed and will be held on Nov. 6, 2018 at 9:30 a.m. in the Plano Bankruptcy Courtroom, 660 N. Central Expressway, Third Floor, Plano, Texas 75074. Under the plan, each holder of an Allowed General Unsecured Non-Insider Claim will receive a Cash payment in the amount of such holder's Pro Rata Share of the amount available in the Unsecured Claim Distribution Fund for each such month. Quarterly payments will be made on the first day of each month of January, April, July, and October in the 5 year period following the Effective Date. The Debtor has prepared an analysis of its projected income and expenses for the two year period following confirmation of the Plan. The analysis reflects that the Debtor has sufficient cash flow to make the monthly payments called for under the Plan to holders of Allowed Claims. Nevertheless, the Plan is subject to a number of material risks. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txeb18-40820-61.pdf About Bootique Trends Bootique Trends, Inc., is a privately held company in Plano, Texas, specializes in men's and boys' clothing and accessory stores. Bootique Trends, Inc., d/b/a Gregory's, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-40820) on April 20, 2018. In the petition signed by Larry Matney, director, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in debt. The Hon. Brenda T. Rhoades presides over the case. BROOKSTONE HOLDINGS: Authorized to Assume Closing Store Agreement ----------------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon granted Brookstone Holdings Corp. and affiliates' motion for interim and final orders authorizing them to assume the closing store agreement with Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC. The U.S. Trustee's limited objection is overruled. By the motion, Brookstone sought to assume the store closing agreement to perform certain services relating to going-out-of-business sales. The UST does not object generally to the relief sought by way of the Store Closing Motion but argues that assumption of the Agreement is procedurally improper because Hilco is serving as an auctioneer and so must be retained under Bankruptcy Code section 327(a). Alternatively, the UST contends that, given the nature of the services to be performed by Hilco for the Debtor here, Hilco is an "other professional" within the meaning of that term as it is used in section 327(a) and therefore must be formally retained. Hilco and the Debtor offer several responses to the UST's objection. First, the Debtor observes that Hilco and its peers have performed these services, without being retained under section 327(a), in scores if not hundreds of retail bankruptcies stretching back decades. Next, Brookstone submits that Hilco is not an auctioneer since it is not in any fashion conducting an auction. Brookstone then walks through the familiar six-factor test laid down in First Merchants to assert that Hilco is not an "other professional." And finally, Brookstone contends that any ruling that would require Hilco to be retained as a professional would have a significant and detrimental impact, not only in this case, but in most retail Chapter 11 cases by severely limiting the types of work and services Hilco could perform. The Court finds that the sale process contemplated by the Agreement between the Debtor and Hilco is not an auction in any respect. Because the undisputed record clearly establishes that Hilco was not hired to conduct an auction on behalf of Debtor, the Court concludes that Hilco has not been engaged as an "auctioneer" for the purposes of section 327(a). To find out if Hilco is an "other professional," the Court used the six factors developed in First Merchants: (1) whether the employee controls, manages, administers, invests, purchases or sells assets that are significant to the debtor's reorganization; (2) whether the employee is involved in negotiating the terms of a Plan of Reorganization; (3) whether the employment is directly related to the type of work carried out by the debtor or to the routine maintenance of the debtor's business operations; (4) whether the employee is given discretion or autonomy to exercise his or her own professional judgment in some part of the administration of the debtor's estate, i.e. the qualitative approach; (5) the extent of the employee's involvement in the administration of the debtor's estate, i.e. the quantitative approach; and (6) whether the employee's services involve some degree of special knowledge or skill, such that the employee can be considered a “professional” within the ordinary meaning of the term. After carefully weighing these six factors, the Court is satisfied that Hilco is not acting as an "other professional" when it provides services to the Debtor pursuant to the Agreement. A copy of the Court's Opinion dated Oct. 1, 2018 is available for free at: http://bankrupt.com/misc/deb18-11780-476.pdf About Brookstone Holdings Founded in 1965, Brookstone Holdings Corp. is a U.S.-based product developer and retailer of wellness, entertainment, and travel products that are fun to discover, smart to use and beautiful in design. Brookstone products are available at its 35 retail locations in airports throughout the U.S., online at Brookstone.com and through select premium retailers worldwide. Brookstone Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11780) on Aug. 2, 2018. In the petitions signed by Stephen A. Gould, secretary, the Debtors estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Gibson, Dunn & Crutcher LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel; Berkeley Research Group, LLC as financial advisor; and GLC Advisors & Co. as investment banker; Omni Management Group, Inc., as administrative agent. C & M AIR: Proposes Crow Auction of Remaining Vehicles ------------------------------------------------------ C & M Air Cooled Engine, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of remaining vehicles via consignment through Crow Motor Co., free and clear of lien. Objections, if any, must be filed within 21 days from the service of Notice. The Debtor has been liquidating its property. It has a substantial number of trucks and trailers which it no longer needs to operate its business. These vehicles are listed on Exhibit A. It proposes to sell the vehicles through Crow Motor, 3317 N. Interstate 35 Frontage Rd., Waco, TX 76706, 254-3969, by consignment. Crow Motor will receive a commission and approved direct expenses as follows: a. Vehicles sold at 70% of listed value and above - 20% commission b. Vehicles sold at 69% of listed value and below (non-auction) - 10% commission c. Vehicles sold at auction - 5% commission The direct expenses will include such items as tire replacements, detailing and transportation over 50 miles. The Debtor first concluded that an auction sale of items not being returned to lenders or used in its operating retail store would bring the best return for creditors. It, through its management company, solicited proposals and accepted the one which it believed brought the best value to the estate. The Debtor anticipates that the secured creditors in question will consent or that, in some cases, their liens are in legitimate dispute. It asks that the Court authorizes the auction sale free and clear of liens. The Debtor also asks that the 14-day stay be waived so that the order will be effective immediately. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/C&M_Air_195_Sales.pdf 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. CABLEVISION SYSTEMS: Moody's Reviews B1 CFR for Upgrade Amid Merger ------------------------------------------------------------------- Moody's Investors Service has placed the ratings for Cablevision Systems Corporation under review for upgrade, including Cablevision's B1 corporate family rating, B1-PD probability of default rating, B3 senior unsecured notes, Ba2 senior secured bank credit facility, Ba2 senior unsecured notes, and B2 senior unsecured notes (held at subsidiaries; Cablevision Systems Corporation, CSC Holdings, LLC and Neptune Finco Corp. respectively). The Outlook was placed under review, from Stable. On Review for Upgrade: Issuer: Cablevision Systems Corporation Probability of Default Rating, Placed on Review for Upgrade, currently B1-PD Corporate Family Rating, Placed on Review for Upgrade, currently B1 Senior Unsecured Regular Bond/Debentures, Placed on Review for Upgrade, currently B3 (LGD6) Issuer: CSC Holdings, LLC Gtd Senior Secured Bank Credit Facilities, Placed on Review for Upgrade, currently Ba2 (LGD2) Senior Unsecured Regular Bond/Debentures, Placed on Review for Upgrade, currently B2 (LGD5) Gtd Senior Unsecured Regular Bond/Debentures, Placed on Review for Upgrade, currently Ba2 (LGD2) Issuer: Neptune Finco Corp. Gtd Senior Secured Bank Credit Facilities, Placed on Review for Upgrade, currently Ba2 (LGD2) Senior Unsecured Regular Bond/Debentures, Placed on Review for Upgrade, currently B2 (LGD5) Gtd Senior Unsecured Regular Bond/Debentures, Placed on Review for Upgrade, currently Ba2 (LGD2) Outlook Actions: Issuer: Cablevision Systems Corporation Outlook, Changed To Rating Under Review From Stable Issuer: CSC Holdings, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE This action follows Altice USA's announcement of its intention to combine the Suddenlink (Cequel Communications Holdings I, LLC) and Optimum businesses under a single credit silo. The contemplated transaction offers the existing Cequel senior secured and senior (unsecured) note holders an exchange for their security into a corresponding series of new Cequel senior secured and senior (unsecured) notes issued by the same issuers, which will automatically convert into a corresponding series of new senior guaranteed and senior notes of CSC Holdings, LLC upon satisfaction of certain conditions, including the consummation of the Combination. A new credit facility at CSC Holdings, LLC will also be issued to refinance Cequel's existing credit facility. In connection with the exchange offer, Cequel is seeking to make certain proposed amendments to each of the indentures governing the Original Notes except the 5.125% Senior Notes due 2021, which require the consent of a majority in outstanding aggregate principal amount of each series of relevant Original Notes, respectively, and which will eliminate or waive substantially all of the restrictive covenants, eliminate certain events of default, and modify or eliminate certain other provisions. Each of the exchange offers is subject to the condition that there have been validly tendered and not validly withdrawn a majority of the outstanding aggregate principal amount of each of Cequel's 5.375% Secured Notes due 2023 and 5.500% Secured Notes due 2026. The closing of the Combination is further subject to regulatory filings and approvals and other customary conditions. The expiration date of the exchange offer transaction is October 30, 2018 and the combination is expected to be consummated within 120 days. Based on these plans, it is its understanding and expectation that: - $6.7 billion of existing debt at Cequel will be effectively reissued at Cablevision, at the same rates, terms and maturities as the existing instruments, except for the credit facility which will be subject to market interest rates and the secured notes which will lose a perfected interest in the assets of subsidiaries but gain guarantees for the operating subsidiaries. - The pro forma organizational structure, under Altice USA, Inc. to include wholly owned Cablevision Systems Corporation (holding $1.2 billion in holdco notes), which will wholly own CSC Holdings, LLC (CSC, holding $20.9 billion in debt), which will wholly own the Cequel and Cablevision (the guarantors) operating subsidiaries. - The new notes at CSC Holdings, LLC will have claims, on an unsecured basis, on all assets at the operating subsidiaries - The new CSC notes due 2023 and 2026 will be guaranteed unconditionally and will be irrevocable. - All Cequel unsecured note holders will participate in the exchange, with new debt issued at CSC (and if they do not participate in the exchange, such unsecured notes will become oblitations of Cablevision Systems Corporation) - Some stub of the secured notes may be left at Cequel for those holders that do not consent to the exchange, and the securities will (i) lose certain covenant protections that will fall away upon closing of the combination, (ii) not have the benefit of cross guarantees from Cablevision, and (iii) financial reporting on the Cequel entities will be discontinued following the combination. Moody's believes this transaction is credit neutral for Cablevision. While Moody's expects the scale of the Company to increase by about 1.5x, and for some benefits to be extracted from a more diversified footprint in less competitive markets, Cequel's weaker operating metrics will worsen the combined company's key operating metrics including revenues to homes passed and its Triple Play Equivalent ratio. Additionally, with limited synergies planned, Moody's don't expect any material improvement in pro forma leverage. With that said, both Cequel and Cablevision's standalone operating performance, and key credit metrics including leverage have been improving with EBITDA and margins rising following the materialization of substantial synergies and upgrades to the network. Absent this transaction, both companies were already strongly positioned in their rating categories, with Cequel on a positive Outlook. Moody's review for upgrade will consider, but not be limited to, an analysis of the pro forma combined company's financial information and operating trends, credit profile and key credit metrics, capital structure, combined liquidity profile, as well as a revaluation of its rating tolerances. Moody's will conclude the review upon completion of this analysis, and when Moody's has a high degree of confidence there will be no material changes to the contemplated transaction and final capital structure, and closing is eminent. Upon concluding its review, Moody's plans to withdraw all ratings under review at Cequel including its B2 corporate family rating, B2-PD probability of default rating, Ba3 senior secured bank credit facility, Caa1 senior unsecured notes, and the Positive outlook. Moody's would also assign security level ratings on all newly issued debt at Cablevision including the new senior secured credit facility, senior unsecured (guaranteed) notes, and senior unsecured notes. Moody's expects all other existing ratings on Cablevision to remain in place. Cablevision Systems Corporation (Cablevision or the Company) B1 Corporate Family Rating (CFR) reflects an aggressive financial policy that tolerates high leverage, peaking near 7x at the end of 2016, and still remains near 5.5x. In addition, Altice management has extracted a significant amount of cash from the business for shareholder distributions including approximately $2.4 billion in dividends (pro forma) and the potential for share repurchases with a new $2 billion program just announced at Altice USA inc., the parent company. Operationally, the Company's video business is under a lot of pressure evidenced by falling subscriber numbers. Further, across the industry, programming costs are increasing by double digits which have to be passed along to consumers or absorbed. While Cablevision is managing to contain programming costs to only marginal increases, the pressure on the rest of the industry is driving disruptive competitive forces and changes in media consumption. At the same time, Cablevision continues to execute an aggressive cost cutting initiative which has created a much more efficient operation, but puts strain on the system and service levels. Nevertheless, the program has yielded much of the $900 million in targeted savings raising EBITDA and operating cash flows, and boosted EBITDA margins to the mid 40% range, up from the low 30% range just prior to Altice's acquisition of the company and near the industry leader. The CFR is also supported by a strong position in very good markets with favorable demographics within its footprint. Broadband is a particular strength where its upgraded network produces superior network speeds that attract and retain residential and commercial customers. These strengths are reflected in very high, industry leading operating metrics including Revenue Per Homes (RPH) passed (currently $1,290) and the Triple Play Equivalent (TPE) ratio (currently 45%). Headquartered in Long Island City, New York, Cablevision Systems Corporation served approximately 3.2 million residential and business customers, passing 5.2 million homes in and around the New York metropolitan area as of June 30, 2018. Cablevision is wholly owned by Altice USA, a public company controlled by Patrick Drahi, and is also the direct parent of CSC Holdings, LLC. Revenue for LTM June 30, 2018 was approximately $6.7 billion. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in January 2017. CAPITOL SUPPLY: Exclusive Filing Period Extended Through Nov. 2 --------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of Capitol Supply, Inc., has extended the Exclusive Periods to file and to solicit acceptances of a plan of reorganization to through and including Nov. 2, 2018 and including Jan. 1, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtor required additional time pursue settlement discussions with the United States and Bank of America and to formulate its plan of reorganization. Since the Petition Date, the Debtor has devoted a significant amount of time: (a) complying with the requirements of operating as a debtor-in-possession during a Chapter 11 case, (b) defending the appeal of the Court's order granting in part the Debtor's motion to enforce the automatic stay against an action by the United States and Louis Scutellaro pending before the District Court for the District of Columbia, (c) negotiating the sale of the Debtor's interest in certain agreements and related business divisions with proposed sellers and the Debtor's secured lender, (d) obtaining court approval of such sales and related contract assignments, and (e) preparing cash budgets for continued use of cash collateral and projections for a plan. Additionally, the Debtor is in settlement discussions with one of its largest unsecured creditors, the United States, with respect to the claims asserted in the DC Case, and with its secured lender, Bank of America, with respect to potential consensual plan terms. About Capitol Supply Since 1983, Capitol Supply, Inc., has provided the United States Government, the U.S. Military, State and local government agencies and consumer and commercial customers worldwide various products needed to operate their businesses. Capitol Supply offers office supply, office furniture, hardware, tools, auto parts, cleaning supplies, dorms and quarters, package room, and GSA schedule needs. Capitol Supply was formerly known as Capitol Furniture Distributing Company and changed its name to Capitol Supply, Inc., in March 2005. Capitol Supply, based in Boca Raton, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. In the petition signed by CEO Robert J. Steinman, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Erik P. Kimball presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page, P.A., serves as bankruptcy counsel to the Debtor. The Debtor tapped Holly A. Roth and Reed Smith LLP as special counsel to assist the Debtor with matters relating to the claims raised under the False Claims Act by the United States of America against the Debtor, including reviewing and negotiating a proposed settlement with respect to such claims. CARLOS ROBLES TILE: Taps Luis D. Flores Gonzalez as Legal Counsel ----------------------------------------------------------------- Carlos Robles Tile & Stone, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire the Law Offices of Luis D. Flores Gonzalez as its legal counsel. The firm will assist the Debtor in the preparation and filing of a bankruptcy plan; examine claims; and provide other legal services related to its Chapter 11 case. Gonzalez will charge these hourly rates: Luis Flores Gonzalez, Esq. $200 Legal Assistants $60 Paraprofessionals $40 The firm received a retainer in the sum of $3,000. Luis Flores Gonzalez, Esq., disclosed in a court filing that he neither holds nor represents any interest adverse to the Debtor's estate. The firm can be reached through: Luis D. Flores Gonzalez, Esq. Law Offices of Luis D. Flores Gonzalez 80 Georgetti Street, Suite 202 Rio Piedras, PR 00925 Telephone: 787-758-3606 Email: ldfglaw@yahoo.com Email: ldfglaw@coqui.net About Carlos Robles Tile & Stone Carlos Robles Tile & Stone, Inc., operates a store that sells tiles, stones and related materials. Its business and office are located at 383 Ave. Cesar Gonzalez, Urb. Eleanor Roosevelt, San Juan, Puerto Rico. Carlos Robles Tile & Stone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 18-05145) on Sept. 5, 2018. It previously sought bankruptcy protection on March 19, 2015 (Bankr. D.P.R. Case No. 15-02004). In the petition signed by Carlos Robles Marin, president, the Debtor disclosed $486,000 in assets and $3,517,613 in liabilities. Judge Mildred Caban Flores presides over the case. CC LLC: Jarvis Buying Baymont Inn for $10.2 Million --------------------------------------------------- CC, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of (i) the improved real property located at 7601 Black Lake Road, Kissimmee, Osceola County, Florida known as Baymont Inn & Suites Kissimme; and (ii) all personal property owned by the Debtor and currently used in the operation of the real property, to Robert C. Jarvis for $10.2 million. Pursuant to instructions of this Court and in an effort to consummate the material terms of the Confirmed Third Amended Plan of Reorganization, the Debtor hired a Broker to market and to sell its Hotel assets. On Aug. 30, 2018, the Debtor, as itself and as Termination Trustee of Legacy Grand Maingate, entered into a Purchase and Sale Agreement in which they agreed that it would sell to the Purchaser the following: a. Certain improved real property located at 7601 Black Lake Road, Kissimmee, Osceola County, Florida consisting of approximately 7 acres MOL, and specifically not including an adjacent parcel of real property (North Parcel of approximately 10 acres MOL); b. All furniture, tangible and intangible personal property, machinery, apparatus and equipment, telephones, televisions, bedding, Edmonds, towels, window treatments, safety equipment, computer equipment and manuals, supplies and other tangible and intangible personality owned by the Debtor and currently used in the operation of the Real Property, if any, as "Baymont Inn & Suites Kissimmee," as more particularly described on Exhibit B to the Purchase Agreement; c. To the extent transferable, all of the Debtor's right, title and interest in and to all franchise agreements, leases, license agreements, use agreements and other contracts, if any, relating to the use, operation or occupancy of the property as described in Exhibit D to the Purchase Agreement. After Closing, the Purchaser will expressly indemnify, defend, and hold the Seller harmless with respect any Contracts assumed by the Purchaser. Concurrently with the execution of the Agreement and as consideration for the Agreement, the Purchaser will deliver to Kent Runnells, P.A. the sum of $200,000, which will be placed in Escrow Agent's non-interest-bearing account. In the Debtor's exercise of its reasonable business judgment, the Purchase Agreement provides the highest and best price for the Sale Assets. The Debtor asks the Court to schedule a special hearing, perhaps in conjunction with the Oct. 24, 2018 Hearing on Valuation of the Property to establish the method of distribution of the Termination Trust's assets and the ratio of those assets to the Hotel Assets. In that regard the Valuation Expert has made some calculations by which a ratio of the Termination Trust Assets (300 Units in what is now a Hotel bears to the 300 Units as well as the site improvements consisting of the Pool, Parking Lots and other miscellaneous assets within the 7 acres MOL of real property). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/CC_LLC_627_Sales.pdf The Purchaser: Robert C. Jarvis P.O. Box 418 Dundee, IL 60018 Telephone: (630) 330-9446 E-mail: weillbelowmarket@aol.com The Purchaser is represented by: Lawrence R. Patterson, Esq. 2801 Marrie Ct. Clearwater, FL 33761 Telephone: (904) 962-2080 E-mail: lpatterson@lrp-law.com About CC, LLC CC, LLC, doing business as Baymont Inn Suites, Orlando, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-03886) on March 16, 2012. In the petition signed by Kenneth W. Franklin, Jr., managing member, the Debtor estimated its assets at $1 million to $10 million and debts at $10 million to $50 million. The Debtor hired Burr and Forman, LLP as counsel. CEQUEL COMMUNICATIONS: Moody's Reviews CFR For Upgrade Amid Merger ------------------------------------------------------------------ Moody's Investors Service has placed the ratings for Cequel Communications Holdings I, LLC under review for upgrade, including Cequel's B2 corporate family rating, B2-PD probability of default rating, Ba3 senior secured bank credit facility (held at a subsidiary), and Caa1 senior unsecured notes. The Outlook was placed under review, from Positive. On Review for Upgrade: Issuer: Altice US Finance I Corporation Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba3 (LGD2) Gtd Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 (LGD2) Issuer: Altice US Finance II Corporation Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa1 (LGD5) Issuer: Cequel Communications Holdings I, LLC Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa1 (LGD5) Outlook Actions: Issuer: Cequel Communications Holdings I, LLC Outlook, Changed To Rating Under Review From Positive RATINGS RATIONALE This action follows Altice USA's announcement of its intention to combine the Cequel (operating under the Suddenlink brand) and Cablevision Systems Corporation (operating under the Optimum brand) businesses under a single credit silo. The contemplated transaction offers the existing Cequel senior secured and senior (unsecured) note holders an exchange for their security into a corresponding series of new Cequel senior secured and senior (unsecured) notes issued by the same issuers, which will automatically convert into a corresponding series of new senior guaranteed and senior notes of CSC Holdings, LLC upon satisfaction of certain conditions, including the consummation of the Combination. A new credit facility at CSC Holdings, LLC will also be issued to refinance Cequel's existing credit facility. In connection with the exchange offer, Cequel is seeking to make certain proposed amendments to each of the indentures governing the Original Notes except the 5.125% Senior Notes (Unsecured) due 2021, which require the consent of a majority in outstanding aggregate principal amount of each series of relevant Original Notes, respectively, and which will eliminate or waive substantially all of the restrictive covenants, eliminate certain events of default, and modify or eliminate certain other provisions. Each of the exchange offers is subject to the condition that there have been validly tendered and not validly withdrawn a majority of the outstanding aggregate principal amount of each of Cequel's 5.375% Secured Notes due 2023 and 5.500% Secured Notes due 2026. The closing of the Combination is further subject to regulatory filings and approvals and other customary conditions. The expiration date of the exchange offer transaction is October 30, 2018 and the combination is expected to be consummated within 120 days. Based on these plans, it is its understanding and expectation that: - $6.7 billion of existing debt at Cequel will be effectively reissued at Cablevision, at the same rates, terms and maturities as the existing instruments, except for the credit facility which will be subject to market interest rates and the secured notes which will lose a perfected interest in the assets of subsidiaries but gain guarantees for the operating subsidiaries. - The pro forma organizational structure, under Altice USA, Inc. to include wholly owned Cablevision Systems Corporation (holding $1.2 billion in holdco notes), which will wholly own CSC Holdings, LLC (CSC, holding $20.9 billion in debt), which will wholly own the Cequel and Cablevision (the guarantors) operating subsidiaries. - The new notes at CSC Holdings, LLC will have claims, on an unsecured basis, on all assets at the operating subsidiaries - The new CSC notes due 2023 and 2026 will be guaranteed unconditionally and will be irrevocable. - All Cequel unsecured note holders will participate in the exchange, with new debt issued at CSC (and if they do not participate in the exchange, such unsecured notes will become oblitations of Cablevision Systems Corporation) - Some stub of the secured notes may be left at Cequel for those holders that do not consent to the exchange, and the securities will (i) lose certain covenant protections that will fall away upon closing of the combination, (ii) not have the benefit of cross guarantees from Cablevision, and (iii) financial reporting on the Cequel entities will be discontinued following the combination. Moody's believes this transaction is credit positive for Cequel. While Moody's expected limited synergies to be extracted in the transaction, and don't expect any material improvement in pro forma leverage, there are a number of favorable outcomes. The scale of the pro forma combined company will be over 3x the size of Cequel, and there will be some benefits from a more diversified footprint in larger markets with better Demographics. As a result, certain of Cequel's weaker operating metrics will improve when combined with Cablevision including revenues to homes passed and its Triple Play Equivalent ratio. Additionally, Moody's expects there to be upward pressure on all security level ratings (except any secured notes left behind due to a lack of consent, which would likely see downward pressure) if/when Cequel's instruments are layered into Cablevision's, and assuming Cablevision's B1 Corporate Family Rating is, at worst, unchanged in connection with this transaction. Additionally, both Cequel and Cablevision's standalone operating performance, and key credit metrics including leverage have been improving with EBITDA and margins rising following the materialization of substantial synergies and upgrades to the network. Absent this transaction, both companies were already strongly positioned in their rating categories, with Cequel on a positive Outlook. Moody's will conclude the review when Moody's have a high degree of confidence there will be no material changes to the contemplated transaction and closing is eminent. Upon concluding its review, Moody's plans to withdraw all ratings that are under review at Cequel including its B2 corporate family rating (CFR), B2-PD probability of default rating , Ba3 senior secured bank credit facility, Caa1 senior unsecured notes, and the Positive outlook. Moody's would also assign security level ratings on all newly issued debt at Cablevision including the new senior secured credit facility, senior unsecured (guaranteed) notes, and senior unsecured notes. Moody's expects all other existing ratings on Cablevision to remain in place. Cequel benefits from a durable and stable business model, supported by strong broadband market position with superior network architecture and a focus on cost management that is driving profitability higher, above the peer group. This strength is evident in the company's moderate but growing scale, high and rising EBITDA margins which are approaching 50%, and its strong ratio of revenues to homes passed that will be investment grade strength at near $785. The company's credit profile is also supported by very good liquidity including strong free cash flows of near $500 million over the next 12 months, providing good debt coverage that will be close to 7%. Balancing the credit profile is a core video product that is under pressure with subscriber losses and declining penetration. Cequel's video subscriber losses have been around 4-6% annually, lagging the overall industry average and consistent with much smaller cable operators. This trend has persistently driven down video penetration, with the metric projected to be 28% at the end of 2019, down from 32% at the end of 2017. The weakness is also reflected in the company's Triple-Play-Equivalent (TPE) which will be approximately 29% over the next 12-18 months, significantly below are rated peer group average of 34%. Additionally, the rating is constrained by a financial policy that tolerates high leverage and shareholder distributions which have historically absorbed nearly all free cash flows. The company's leverage, while falling, remains high at approximately 5.4x (Moody's adjusted) as of the end of 2017 - and similar to lower rated peers. Moody's projects the ratio to improve over the next 12-18 months, approaching 5x by the end of 2018 and falling below 5x by the end of 2019. Cequel Communications Holdings I, LLC is headquartered in Long Island City, New York, operating as Suddenlink Communications. Cequel is wholly owned by Altice USA, a public company controlled by Patrick Drahi The company passed approximately 3.5 million homes and served approximately 1 million video subscribers, 1.4 million internet subscribers, and 600 thousand telephony subscribers as of June 30, 2018. Revenues for the LTM ended June 30, 2018 were approximately $2.7 billion. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in January 2017. COMPCARE MEDICAL: Seeks Continued Use of Cash Collateral -------------------------------------------------------- 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 as the July 18, 2018 Order. On July 18, 2018, the Court entered an order authorizing continued use of cash collateral through September 30, 2018. On June 28, 2018, another stipulation with the IRS was approved extending the Debtor's use of its cash collateral through September 30, 2018. In the meantime, however, the Debtor needs to continue operating. While Debtor does not believe that any secure is adversely affected by the continued use of cash collateral, the Debtor is requesting the Court to extend its July 18, 2018 Order to allow the use of cash collateral as to all creditors who may have security interests in cash collateral, retroactively from September 30 through (a) December 31, 2018; or (b) until plan confirmation, whichever comes first. The Debtor's use of cash collateral will be limited to the purposes and total amounts set forth in the budget. The budget provides total projected business expenses of approximately $55,720 per month. The Debtor believes that these expenses must in order for the Debtor to operate and avoid immediate and irreparable harm to the bankruptcy estate. In order to protect 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. The Debtor claims that with this flexibility, it can operate its business with minimal disruption and cost. In addition to the expenses in the budget, the Debtor requests authority to use the cash collateral to pay quarterly fees to the U.S. Trustee, any required fees to the Bankruptcy Court, and administrative expenses including professionals' fees but only as approved by the Court. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb18-12748-116.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. In the petition signed by Alphonso Benton, president, the Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. Todd L. Turoci, Esq., and Julie Philippi, Esq., at The Turoci Firm, in Riverside, California, serve as the Debtor's counsel. CPG RESTAURANT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: CPG Restaurant Group, Inc. dba Bocca Bliss 725 Third Avenue New York, NY 10017 Business Description: CPG Restaurant Group, Inc. dba Bocca Bliss offers a full range of catering services to include same day orders for groups and individuals as well as much more elaborate affairs. Bocca Bliss specializes in corporate breakfasts and luncheons, cocktail parties, gallery openings, movie locations, weddings, and all of life's special events in between. Chapter 11 Petition Date: October 3, 2018 Case No.: 18-13013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Debtor's Counsel: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA 30 Wall Street, 12th Floor New York, NY 10005 Tel: (212) 371-5478 Fax: (212) 371-0460 Email: gabriel.delvirginia@verizon.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carmelo P. Genova, president and secretary. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-13013.pdf CSC HOLDINGS: S&P Rates New Senior Secured & Guaranteed Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '1' recovery rating to Long Island City, N.Y.-based cable provider CSC Holdings LLC's proposed senior secured credit facility and guaranteed notes. The '1' recovery rating indicates S&P's expectation of very high recovery (90%-100%; rounded estimate: 90%) to lenders in the event of a payment default. The issues consist of $1.1 billion 5.375% guaranteed notes due 2023, $1.5 billion 5.5% guaranteed notes due 2026, and $1.275 billion senior secured term loan B-3 due 2026. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '6' recovery rating to CSC's proposed senior unsecured notes. The '6' recovery rating indicates our expectation of negligible recovery (0%-10%; rounded estimate: 0%) to lenders in the event of a payment default. The issues consist of $750 million 5.125% notes due 2021, $500 million 5.125% notes due 2021, $620 million 7.75% notes due 2025, and $1.05 billion 7.5% notes due 2028. "At the same time, we placed our 'BB-' issue-level rating on CSC Holdings' secured and guaranteed debt on CreditWatch with positive implications. This debt will benefit from a broader and more diverse pool of assets following the merger with Cequel and carry guarantees from the vast majority of operating subsidiaries. This serves to offset the negative impact of additional debt claims at CSC Holdings, resulting in estimated pro forma recovery of approximately 90% compared with existing recovery of approximately 75%. We plan to raise the issue-level rating to 'BB' with a '1' recovery rating (90%-100%) upon successful completion of the exchange and merger. Final expiration of the exchange offers is expected on Oct. 29, 2018, with settlement and closing of the entire transaction shortly thereafter following regulatory approvals." CSC's parent Altice USA Inc. has announced plans to further simplify its structure and operations by combining its Suddenlink (Cequel) and Optimum (Cablevision) businesses under a single credit silo, in a leverage neutral series of transactions. S&P said, "Our 'B+' issuer credit rating on Altice USA is unaffected because we already view Cequel and Cablevision as core subsidiaries to Altice USA and equalize the ratings on a consolidated basis. We believe this further integrates the two subsidiaries because their debt capital structure is aligned with that of Altice USA and they are managed as a unified company with a common strategy. We continue to believe that Altice USA has the ability to reduce leverage to the low-5x area by the end of 2018, from 5.8x for the 12 months ended June 30, 2018, through earnings growth. However, we also factor into our ratings uncertainty around the company's financial policy and execution risk associated with its aggressive cost-cutting strategy." S&P said, "The positive outlook continues to reflect the potential for an upgrade over the next year if the company is able to reduce leverage below 5.5x on a sustained basis, without a material deterioration in subscriber trends. "We expect the combination to be affected by an exchange of existing Cequel debt issued by the same issuers --which requires the consent of a majority in outstanding aggregate principal amount of each series of relevant bondholders-- which will then automatically convert into new senior guaranteed and senior notes of CSC Holdings LLC upon satisfaction of certain conditions, including consummation of the combination. Following closing of the exchange and combination, substantially all of the operating activities will be conducted by CSC Holdings LLC and its subsidiaries. The new notes will have substantially the same terms as the applicable series of original notes in that series, will bear interest at the same rate, will have the same maturity, and will be governed by covenants that are substantially the same as the covenants currently governing the applicable series of the original notes." RECOVERY ANALYSIS S&P's analysis assumes successful completion of the exchange and combination. Important information around collateral and guarantees is as follows: -- Secured debt is pari passu with guaranteed notes because the notes carry guarantees by the majority of operating subsidiaries whereas collateral for the secured debt consists of a pledge of the capital stock of material operating subsidiaries. In a default scenario, this collateral, in S&P's view, would not provide lenders with incremental value relative to the guaranteed unsecured claims. -- The new CSC senior notes will be guaranteed on a senior unsecured basis by (i) the Cablevision subsidiary guarantors, (ii) the Cequel subsidiary guarantors, and (iii) each future wholly owned restricted subsidiary that will guarantee the new CSC senior guaranteed notes, subject to requirements set forth in the new CSC senior guaranteed notes indenture (collectively the guarantors). As of June 30, 2018, on a pro forma basis after giving effect to the transactions, the guarantors contributed 95.9% of the total assets of Altice USA on a consolidated basis and for the six months ended June 30, 2018, the guarantors contributed 99.6% of the net revenues and 99.9% of the adjusted EBITDA of Altice USA on a consolidated basis. Key Analytical Factors -- S&P's simulated default scenario contemplates a default during 2022 primarily due to accelerated pricing pressure and competition from Verizon FiOS and new 5G fixed wireless broadband offerings combined with increased video churn stemming from streaming alternatives. Ultimately, a declining subscriber base combined with lower revenues per customer would result in a simulated level of EBITDA below the minimum required to service Altice USA's fixed charges (principally interest expense, capex, and scheduled debt amortization). -- S&P believes that if Altice USA defaulted it would retain a viable business model fueled by continued demand for wired high-speed internet connections. We have valued the company at a 6x expected emergence-level EBITDA to determine debtholders' recovery prospects. The 6x multiple is at the lower end of the typical 6x-7x multiple S&P ascribes to incumbent cable operators to reflect heightened competition form Verizon in the Optimum footprint. -- Other key defualt assumptions include the $2.3 billion revolver is 85% drawn, LIBOR of 2.5%, a rise in the spread on the revolver to 5% as covenant amendments are obtained, and all debt having six months of prepetition interest. Simulated Default Assumptions: Simulated year of default: 2022 -- Emergence EBITDA: $2.2 billion -- Multiple: 6x Simplified Waterfall: -- Net recovery value for waterfall after 5% administrative expenses: $12.7 billion -- Obligor/nonobligor valuation split: 100/0 -- Estimated secured credit facility and guaranteed note claims: $14.1 billion -- Value available for secured and guaranteed claims: $12.7 billion --Recovery expectations: 90%-100% (rounded estimate: 90%) -- Estimated senior unsecured claims: $9.0 billion -- Estimated senior deficiency claim: $1.4 billion -- Unpledged value available to unsecured notes and deficiency claims: $10.4 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Value available for subordinated holding company claims: $0 -- Subordinated claims: $1.2 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) RATINGS LIST Altice USA Inc. Issuer credit rating B+/Positive/-- Rating Placed On CreditWatch; Recovery Rating Unchanged CSC Holdings LLC To From Senior Secured BB-/Watch Pos BB- Recovery Rating 2(75%) 2(75%) Senior Unscured BB-/Watch Pos BB- Recovery Rating 2(75%) 2(75%) New Ratings CSC Holdings LLC Senior Secured $1.1 bil. 5.375% notes due 2023 BB Recovery Rating 1(90%) $1.5 bil. 5.5% guaranteed notes due 2026 BB Recovery Rating 1(90%) $1.275 bil. term loan B-3 due 2026 BB Recovery Rating 1(90%) CSC Holdings LLC Senior Unsecured $750 mil. 5.125% notes due 2021 B- Recovery Rating 6(0%) $500 mil. 5.125% notes due 2021 B- Recovery Rating 6(0%) $620 mil. 7.75% notes due 2025 B- Recovery Rating 6(0%) $1.05 bil. 7.5% notes due 2028 B- Recovery Rating 6(0%) DCP MIDSTREAM: Fitch Rates Series C Preffered Equity Units BB- -------------------------------------------------------------- Fitch Ratings has assigned DCP Midstream, LP's proposed Series C perpetual preferred equity units a 'BB-'/'RR6' rating. The Series C preferred units will rank on parity with DCP's existing Series A and Series B perpetual preferred units, with respect to the payment of distributions and amounts payable upon a liquidation event. The preferred units are junior to all of DCP's existing and future indebtedness. DCP plans to use the proceeds from this offering for general partnership purposes, including the funding of capital expenditures and the repayment of revolver borrowings. KEY RATING DRIVERS Scale and Scope of Operations: DCP's ratings recognize that it is one of the largest independent producers and processors of natural gas liquids (NGLs) and natural gas respectively, in the U.S. with a robust operating presence in all of the key production regions within the country. The size and breadth of DCP's operations allow it to offer its customers end-to-end gathering, processing, storage and transportation solutions giving it a competitive advantage within the regions where they have significant scale. Additionally, the company's large asset base provides a platform for growth opportunities across its footprint. DCP has a particular focus on the Denver Julesburg Basin and the Permian Basin, areas in need of gathering and processing infrastructure as production in the liquids-rich regions of these plays continues to increase. Much of DCP's asset portfolio is 'must-run'-type assets - as long as oil and gas is flowing from the wells and basins they access, DCP will process the gas. Volumetric Risks: Fitch remains concerned with volumetric risks across DCP's consolidated asset base. While volumes in the DJ and Permian Basins are expected to continue to hold up well, elsewhere Fitch expects volume weakness. However, volumes have held up pretty well through the 2Q18 with strong average throughput volumes on DCP's NGL transportation assets and growing wellhead volumes on DCP's Eagle Ford, Denver Julesburg Basin, and Midcontinent operations. There was some 2Q18 weakness in volumes and profitability in DCP's Discovery operations but that has been offset by logistics and gathering and processing. High Leverage: Fitch expects DCP's credit metrics to continue to show improvement in 2018 and beyond as DCP benefits from newly announced growth projects, rising NGL prices and increased demand. Fitch expects that DCP leverage will be between 5.0x and 5.3x for 2018, based on Fitch EBITDA estimates and inclusive of 50% equity treatment for DCP's junior subordinated notes and preferred equity. Additionally, while DCP currently has roughly 78% of its pro forma gross margin supported by fee-based or hedged volumes, DCP's hedges on NGLs tend to be short tenor (typically 12-18 months out) leaving DCP exposed to hedge roll over risk, as well as longer term exposure to commodity prices. For 2018, 60% of DCP's gross margin is fixed fee, with 19% of margin supported by product hedges. Supportive Ownership: The ratings reflect that DCP's owners have been and are expected to remain supportive of the operating and credit profile of DCP. DCP's ultimate owners of its general partner, Enbridge, Inc. (ENB; BBB+/Stable) and Phillips 66 (PSX; not rated) have in the past exhibited a willingness to inject capital, forgo dividends, and generally provide capital support to DCP. In association with DCP's simplification transaction at the beginning of 2017, DCP's owners agreed to waive up to $100 million per year for three years in incentive distributions from DCP, if and as needed, in order for the partnership to maintain distribution coverage above 1.0x. Fitch expects that the waiver will likely not be needed in 2018 and 2019. Counterparty Exposure: Counterparty risk is a general concern for most gathering and processing issuers, but should be relatively limited for DCP. DCP's volumes and margin are supported by long-term contracts and agreements with a diverse set of largely investment grade producers within the producing regions where DCP operates. DCP does not have any material unsecured concentration with any single high-yield counterparty. DERIVATION SUMMARY DCP's ratings are reflective of its favorable size, scale, geographic and business line diversity within the natural gas gathering and processing space. The ratings reflect improvements in liquidity, cash flow profile, and operating margin at the recently consolidated DCP enterprise. The ratings recognize that DCP has higher exposure to commodity prices than many of its midstream peers, with only 60% of gross margin supported by fixed fee contracts. This commodity price exposure has been partially mitigated in the near term through DCP's use of hedges for its NGL, natural gas and crude oil price exposure, pushing the percentage of gross margin either fixed fee or hedged up to 79% as of August 2018. This helps DCP's cash flow stability, but exposes it to longer term hedge roll-over and commodity price risks. DCP is larger and slightly more geographically diversified than higher rated peers Enlink Midstream Partners, LP (ENLK: BBB-/Stable) and Enable Midstream Partners, LP (ENBL: BBB-/Stable). Leverage at DCP is higher with 2018 debt/EBITDA expected at roughly 5.0x to 5.3x versus ENBL and ENLK, which Fitch expects leverage at 3.8x to 4.2x and below 5.0x respectively. ENBL and ENLK also possess similar volumetric risks to DCP, but have more of their revenue supported by fixed-fee contracts. DCP has roughly 60% of its gross margin supported by fixed fee contracts, while ENBL and ENLK each have greater than 90%. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $55.00/barrel; Henry Hub gas that trends up from $2.75/mcf in 2017 to a long-term price of $3.25/mcf. -- Maintenance capital of roughly $100 million to $150 million annually. -- Preferred equity and junior subordinate notes receive 50% equity credit. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - The ability to maintain the percentage of fixed-fee or hedged gross margin at or above 70% while maintaining leverage below 4.5x and distribution coverage above 1.0x on a sustained basis could lead to a positive rating action. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - Leverage expected above 5.5x on a sustained basis and/or distribution coverage consistently below 1.0x would likely result in at least a one-notch downgrade. - A significant decline in fixed-fee or hedged commodity leading to gross margin less than 60% fixed-fee or hedged without an appropriate, significant adjustment in capital structure, specifically a reduction in leverage, would likely lead to at least a one-notch downgrade. - A significant change in the ownership support structure from GP owners ENB and PSX to the consolidated entity particularly with regard to the GP position on commodity price exposure, distribution policies and capital structure at DCP, the operating partnership. LIQUIDITY Liquidity Adequate: DCP's liquidity is adequate, with near full availability under its $1.4 billion revolving credit facility as of Sept. 26, 2018, when DCP had roughly $175 million in borrowings outstanding. DCP's credit facility matures in December 2022. The credit facility has a leverage covenant that requires DCP's consolidated leverage ratio not to exceed 5.25x for the quarter ending June 30, 2018 and 5.0x for the quarters thereafter. The leverage ratio would be stepped up to 5.5x for three quarters following any qualified acquisition June 30, 2018 or thereafter. Importantly, for covenant calculation purposes DCP's preferred equity is given 100% equity treatment so the issuance of preferred equity will help improve liquidity and leverage as the proceeds are expected to be used to pay down debt. DCP's junior subordinated notes are also given 100% equity treatment in covenant calculations (versus Fitch's 50% equity treatment). DCP maturities are otherwise limited with no maturing debt in 2018, and $325 million and $600 million in notes maturing in 2019 and 2020 respectively. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: DCP Midstream, LP -- Series C perpetual preferred equity units 'BB-'/'RR6'. DCP MIDSTREAM: Moody's Rates Preferred Units B1, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to DCP Midstream, LP 's proposed Series C Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units (preferred units). DCP's existing ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, B1 ratings on its existing perpetual preferred units and SGL-3 Speculative Grade Liquidity rating are unchanged. Additionally, the Ba2 ratings on the senior unsecured notes and the B1 rating on the junior subordinated notes at DCP Midstream Operating, LP are unchanged. The rating outlook is stable. Proceeds from DCP's proposed issuance of preferred units will be used for general partnership purposes, including funding capital expenditures and the repayment of revolving credit facility borrowings. "For analytical purposes, Moody's will treat the preferred units as 100% equity," stated James Wilkins, Moody's Vice President. The following summarizes the ratings activity. Issuer: DCP Midstream, LP Rating assigned: Series C Perpetual Preferred Units, Assigned B1 (LGD6) RATINGS RATIONALE The proposed Series C preferred units are rated B1, two notches below the Ba2 CFR, consistent with Moody's Loss-Given-Default methodology. The three tranches of preferred units (Series A, B and C), which rank pari passu with each other, are subordinated to all of the company's existing debt issues, which are obligations of DCP Midstream Operating, LP and guaranteed by its parent, DCP. The senior unsecured notes are rated at the same level as the CFR since the unsecured debt (notes and revolving credit facility) makes up the majority of the capital structure. DCP's Ba2 CFR reflects its meaningful, but declining leverage, stable cash flows, large scale in the US gathering and processing and downstream logistics industry, and basin diversification. Its debt to EBITDA ratio was just under 4.0x for the twelve months ended June 30, 2018, excluding the DCP GP Holdco debt and will benefit from further earnings growth fueled by new projects entering service. Moody's expects additional capital projects could drive funding needs and leverage higher. The company benefits from stable cash flows driven by fee-based and hedged revenues that account for about 80 percent of the gross margin. Additionally, it has long-term contractual arrangements with minimum volume commitments or life of lease or acreage dedications. As one of the top US gas processors and NGL producers, DCP has meaningful market share and enjoys economies of scale. Its business profile benefits from its diverse asset profile and critical mass in four key areas -- the DJ Basin, Midcontinent and Eagle Ford regions and Permian Basin. However, the rating and business profile are tempered by inherent commodity price risk, MLP model risks with high payouts and the reliance on debt and equity markets to fund growth. DCP can benefit from IDR givebacks in 2018-2019 from its parents if distribution coverage is below 1x, but Moody's does not expect it to experience such a drop in its distribution coverage ratio. The rating also considers the support that the parents -- Phillips 66 (A3 negative) and Enbridge Inc. (Baa3 stable) -- have historically provided. The stable outlook reflects DCP's relatively stable cash flow and the expectation that the company will reduce its leverage as new projects are completed. An upgrade could be considered if debt to EBITDA (including the debt at the holding company) is expected to remain below 4.5x. DCP's Ba2 CFR could be downgraded if leverage is expected to remain above 5.5x (including the debt at the holding company) or it cannot maintain a distribution coverage ratio greater than 1x without relying on the IDR giveback. The principal methodology used in these ratings was Midstream Energy published in May 2017. DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly traded, gathering and processing and logistics and marketing MLP. The DCP Midstream, LP common LP units are owned by the public (62%) and the balance of the common units and GP interest is owned by DCP Midstream, LLC, a 50%/50% joint venture between Phillips 66 and Enbridge Inc. DEASY ASSOCIATES: Seeks to Hire Real Estate Brokers --------------------------------------------------- Deasy Associates, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire real estate brokers. The Debtor proposes to employ Steve Spector and Donna Spector of Real Living Realty Group in connection with the sale of its real property in Plymouth, Massachusetts. The listing agreement proposes a sales commission of 5%, with three exceptions. The first exception is if the Debtor secures one of three individuals (Mike Mulligan, Robert McCarty or Don Taylor) as the buyer, then the Debtor will pay the brokers a commission of 1%. The second exception is if the brokers secure a buyer through a dual agency, then the Debtor will pay a commission of 4%. The third exception is if the buyer agrees to use the brokers as its selling agent for the then developed lots, then the brokers will not be paid a commission by the Debtor. The brokers disclosed in court filings that they and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The brokers can be reached through: Steve Spector Real Living Realty Group 55 W. Central St. Franklin, MA 02038 Phone: (508) 380-0388 / (508) 751-9735 E-mail: steve.spector@reallivingrealtygroup.com E-mail: donna.spector@reallivingrealtygroup.com About Deasy Associates Deasy Associates, LLC, owner of an 11.24-acre parcel of land in Plymouth, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass., Case No. 14-41882) on Aug. 25, 2014. The case is assigned to Judge Christopher J. Panos. The Debtor is represented by Michael J. Tremblay, Esq., and Matthew W. McCook, Esq. DEMERX INC: Convenience Class to Receive 50% of Allowed Claims -------------------------------------------------------------- DemeRx, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, a combined Chapter 11 plan and disclosure statement dated September 14, 2018. On August 20, 2018, the Debtor filed its initial combined Chapter 11 plan and disclosure statement. This Combined Plan and Disclosure Statement amends the Initial Plan, which was filed at a time when the Debtor was designated a "small business debtor" as that term is defined in Section 101(51) of the Bankruptcy Code. On August 23, 2018, the Court entered an order terminating the Debtor’s designation as a "small business debtor." The Plan provides for the exchange of debt created by the DIP Facility along with the secured claim of Philip Sigel Trustee for shares of New Common Stock; the payment to a Convenience Class of 50% of their Allowed Claims; payment and/or exchange of certain costs of administration for shares of New Common Stock; the exchange of unpaid post-Petition compensation due the Debtor’s officers, directors, and employees into shares of New Common Stock; the striking of all pre-petition equity interests in the Debtor consistent with the absolute priority rule; the formation of a Liquidating Trust to prosecute Litigation Claims on behalf of the Bankruptcy Estate; and full payment to Non-Convenience Class Unsecured Creditors on account of their Allowed Claims (a) on the Effective Date from Available Funds, and thereafter, from (b) Liquidating Trust Available Funds, and (c) the funding of a future capital raise by the Debtor (which capital raise will be subject to FDA approval of the Debtor’s IND). By way of summary, the Plan provides for the exchange of debt created by the $2,000,000 DIP Facility for New Common Stock in the Debtor at the rate of ten shares of common stock for every $1. The Plan also provides for the exchange of the secured claim of Philip Sigel Trustee in the amount of $135,000, into shares of New Common Stock in the Debtor at the rate of ten shares of common stock for every $1. The exchange of the DIP Facility and the Philip Sigel Trustee claim for New Common Stock is pursuant to Section 1145(a) of the Bankruptcy Code. Accordingly, Section 5 of the Securities Act of 1933 and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security do not apply. The Plan provides for the following treatment for each of the Impaired Classes of Claims and interests: * Class 1: Convenience Class for approximate total claim amount of $86,316.06. Class 1 will receive, on the Effective Date, a distribution pro rata among the members of Class 1, equal to 50% of their Allowed Claims. Creditors with Allowed Claims in excess of $21,000 will be granted the right to reduce their Allowed Claims to $21,000 and participate in the Convenience Class. * Class 2: Debtor-In-Possession Lenders for approximate total claim amount of $2,000,000 (amount approved by Court and fully funded). Class 2 will each receive, on the Effective Date, a distribution of New Common Stock pro rata among the members of Class 2, through the issuance of ten shares for every dollar lent to the Debtor pursuant to the Court-approved DIP Facility. The New Common Stock issued pursuant to the Plan is issued pursuant to Section 1145(a) of the Bankruptcy Code and accordingly federal and state registration and licensing laws do not apply. * Class 3: Allowed Pre-Petition Secured Claim of Philip Sigel Trustee for approximate total claim amount of $135,000. Class 3 will receive on the Effective Date a distribution of New Common Stock through the issuance of ten shares for every dollar lent to the Debtor. The New Common Stock issued pursuant to the Plan is issued pursuant to Section 1145(a) of the Bankruptcy Code and accordingly federal and state registration and licensing laws do not apply. * Class 4: Allowed Undisputed Pre-Petition Unsecured Creditors (Non-Convenience Class) for approximate total claim amount of $491,461.98. Class 4 will receive a distribution as follows: (1) On the Effective Date, a distribution pro rata to members of Available Funds; and thereafter (2) Distribution(s) of Liquidating Trust Available Funds pro rata among members, as such funds become available at the discretion of the Liquidating Trustee. If Liquidating Trust Available Funds exceed the total Allowed Amount of Class 4 Creditors, the excess shall be used for Drug Development; and (3) Distributions from the funding of a future capital raise by the Debtor (which capital raise will be subject to FDA approval of the Debtor’s IND). * Class 5: Allowed Disputed Claim of Foley & Lardner, LLP for approximate total claim amount of $780,061.85. The Debtor will be investigating and may be objecting to the allowance of the Claim of Class 5. To the extent that Class 5 will be granted an Allowed Claim, Class 5 shall be incorporated in, and added to, Class 4 and shall receive a pro rata distribution with the other members of Class 4. To the extent Class 5 has an Allowed Claim, Class 5 will be deemed a member of Class 4 for voting purposes. * Class 6: Allowed Disputed Claim of Holger Weis for approximate total claim amount of $621,348.81. The Debtor will be objecting to the allowance of the Claim of Class 6. To the extent that Class 6 will be granted an Allowed Claim, for purposes of treatment of the Class 6 Allowed Claim, Class 6 will be treated as part of Class 4. However, Class 6 will remain a separate Class for voting purposes. * Class 7: Allowed Pre-Petition Shareholders for approximately 189 Shareholders. Class 7 will receive nothing under the Plan and all Class 7 shares will be stricken consistent with the absolute priority rule set forth in Section 1129(b)(2) of the Code. On the Effective Date, the Liquidating Trustee (on behalf of the Debtor and its Beneficiaries), shall execute the Liquidating Trust Agreement and take all steps necessary to establish the Liquidating Trust. Following the execution of the Liquidating Trust Agreement, the Liquidating Trustee shall retain and have standing to pursue Litigation Claims on behalf of the Estate pursuant to Section 1123(b)(3)(B) of the Code. The Liquidating Trust, as successor to the interests of the Debtor, shall be subject only to the limitations, if any, set forth in this Article VI, and set forth in the Liquidating Trust Agreement. In the event of an inconsistency, the provisions of the Plan shall control over the contents of the Liquidating Trust Agreement. Similarly, the provisions of the Confirmation Order shall control over the contents of this Plan. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ya86r85b at no charge. About DemeRx Inc. DemeRx, Inc., is a pharmaceutical research and development company headquartered in Miami, Florida. DemeRx sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14149) on April 9, 2018. In the petition signed by CEO Deborah C. Mash, Ph.D, the Debtor disclosed $24.88 million in assets and $2.06 million in liabilities. Judge Robert A. Mark presides over the case. The Debtor hired Aaronson Schantz Beiley P.A. as its legal counsel, and Halloran Farkas & Kittila, LLP, as its special counsel. The Debtor filed its proposed Chapter 11 plan and disclosure statement on August 20, 2018. DIGITAL GAS: Court Junks Bid to Reopen Chapter 11 Bankruptcy Case ----------------------------------------------------------------- Bankruptcy Judge Thomas J. Tucker denied Digital Gas, Inc.'s motion to reopen its chapter 11 bankruptcy case. The Chapter 11 case was dismissed by the Court more than ten years ago, by the Court's order entered on June 20, 2008, and the case then was closed on June 23, 2008. On Oct. 1, 2018, the Debtor filed an "Ex-Parte Application to Reopen a Closed Case Under 11 U.S.C. section 350(b)." The Court finds that the motion fails to demonstrate a palpable defect by which the Court and the parties have been misled, and that a different disposition of the case must result from a correction. The Court also finds that the allegations in the motion do not establish excusable neglect under Fed. R. Civ. P. 60(b)(1), Fed. R. Bankr. P. 9024, or any other valid ground for relief from the Dismissal Order. To the extent the motion is, in substance, a Rule 60(b) motion, the motion is untimely because it was not filed within one year after, or within a "reasonable time" after, the Dismissal Order, as required for a Rule 60(b) motion. A copy of the Court's Order dated Oct. 2, 2018 is available for free at: http://bankrupt.com/misc/mieb08-52086-21.pdf Based in Livonia, MI, Digital Gas, Inc. filed for chapter 11 bankruptcy protection (Bankr. E.D. Mich. Bankruptcy Case No. 08-52086) on May 16, 2008, with estimated assets of $1,000,001 to $10,000,000 and estimated debts of $1,000,001 to $10,000,000. DURO DYNE: Seeks to Hire Getzler Henrich as Financial Advisor ------------------------------------------------------------- Duro Dyne National Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Getzler Henrich & Associates LLC, as financial advisor to the Debtors. Duro Dyne requires Getzler Henrich to: a. prepare financial projections; b. prepare a plan of reorganization and disclosure statement and related exhibits; c. prepare court motions as requested by counsel; d. analyze and reconcile claims against the Debtors; e. obtain exit financing, including negotiation of a credit agreement, intercreditor agreement, and related documentation; f. compliance with the reporting requirements of the Bankruptcy Code, Bankruptcy Rules and local rules, including reports, monthly operating statements schedules of assets and liabilities, and statements of financial affairs; g. participate in Court hearings and, if necessary, provide testimony in connection with any hearings before the Court; h. consult with all other retained parties, secured lender, creditors' committee, and other parties-in-interest; and i. perform such other tasks as appropriate as may reasonably be requested by the Debtor's management or Company counsel. Getzler Henrich will be paid at these hourly rates: Principal/Managing Director $515 to $635 Director/Associate Director/Specialists $385 to $565 Associate Professionals $150 to $385 Prior to the Petition Date, the Debtors paid Getzler Henrich a retainer in the amount of $81,802 for financial advisory services in contemplation of and in connection with the Debtors' Chapter 11 bankruptcy cases. Getzler Henrich will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark D. Podgainy, partner of Getzler Henrich & Associates LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Getzler Henrich can be reached at: Mark D. Podgainy GETZLER HENRICH & ASSOCIATES LLC 295 Madison Ave., 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 About Duro Dyne National Corp. Founded in 1952 by Milton Hinden, Duro Dyne National Corp. and its affiliates are manufacturers of sheet metal accessories and equipment for the heating, ventilating, and air conditioning (HVAC) industry. In addition, they also engage in the research and development of HVAC products. Duro Dyne National Corp. is a holding company whose primary asset is all of the issued and outstanding capital stock of the other Debtors. Duro Dyne is owned by members of the Hinden family and various trusts for the benefit of Hinden family members. Duro Dyne National and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 18-27963) on Sept. 7, 2018. In the petition signed by CEO Randall Hinden, Duro Dyne National estimated assets of $10 million to $50 million and total estimated debt of $10 million to $50 million. The Hon. Michael B. Kaplan is the case judge. Lowenstein Sandler LLP, led by Kenneth A. Rosen, and Jeffrey D. Prol, serves as counsel to the Debtors. Getzler Henrich & Associates LLC, is the financial advisor. DURO DYNE: Seeks to Hire Lowenstein Sandler as Counsel ------------------------------------------------------ Duro Dyne National Corp., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Lowenstein Sandler LLP, as counsel to the Debtors. Duro Dyne requires Lowenstein Sandler to: (a) provide the Debtors with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; (b) take all necessary actions to protect and preserve the Debtors' estates during the pendency of these Chapter 11 Cases, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved and objecting to claims filed against the estates; (c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of these Chapter 11 Cases, including without limitation, the preparation and defense of retention papers and fee applications for the Debtors' professionals, both proposed and retained, including Lowenstein Sandler; (d) counsel the Debtors with regard to their rights and obligations as debtors-in-possession; (e) appear in Court to protect and promote the interests of the Debtors; and (f) perform all other legal services for the Debtors which may be necessary and proper in these proceedings and in furtherance of the Debtors' rights and duties. Lowenstein Sandler will be paid at these hourly rates: Partners $600 to $1,285 Senior Counsels/Counsels $450 to $760 Associates $350 to $580 Paralegals/Legal Assistants $135 to $340 Lowenstein Sandler is holding a retainer in the amount of $120,000 for application to fees and expenses incurred and approved in the Chapter 11 cases. Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey D. Prol, partner of Lowenstein Sandler LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Lowenstein Sandler can be reached at: Jeffrey D. Prol, Esq. LOWENSTEIN SANDLER LLP One Lowenstein Drive Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Duro Dyne National Corp. Founded in 1952 by Milton Hinden, Duro Dyne National Corp. and its affiliates are manufacturers of sheet metal accessories and equipment for the heating, ventilating, and air conditioning (HVAC) industry. In addition, they also engage in the research and development of HVAC products. Duro Dyne National Corp. is a holding company whose primary asset is all of the issued and outstanding capital stock of the other Debtors. Duro Dyne is owned by members of the Hinden family and various trusts for the benefit of Hinden family members. Duro Dyne National and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 18-27963) on Sept. 7, 2018. In the petition signed by CEO Randall Hinden, Duro Dyne National estimated assets of $10 million to $50 million and total estimated debt of $10 million to $50 million. The Hon. Michael B. Kaplan is the case judge. Lowenstein Sandler LLP, led by Kenneth A. Rosen, and Jeffrey D. Prol, serves as counsel to the Debtors. Getzler Henrich & Associates LLC, is the financial advisor. E & A TANNER: Seeks Authority on Interim Use of Cash Collateral --------------------------------------------------------------- E & A Tanner Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida for the interim use of cash collateral to fund the operating expenses necessary to continue the operation of its business and to maintain the estate. The Debtor intends to use such cash collateral for: (a) care, maintenance and preservation of the Debtor's assets; (b) payment of other business expenses; and (c) continued business operations, including compensation for Debtor's managing member for continuing to manage the business. Because of uncertainties regarding the timing of expenses and purchases, and the impact of Chapter 11 on these items, it is impossible to predict with accuracy the precise amount of cash collateral necessary for the Debtor to operate the business. The proposed utilization of cash collateral will not, in any event, impair HomeBanc, N.A.'s position or the collateral. Prior to the Petition Date, the Debtor borrowed funds from HomeBanc, N.A. under a promissory note and security agreement. On the Petition Date, HomeBanc is owed approximately $180,400 on account of the note and security agreement. Pursuant to the note and security agreement, HomeBanc may assert that the Debtor granted to HomeBanc a lien on and a security interest in various equipment and inventory owned by the Debtor, and the proceeds generated from the lien. Further, HomeBanc may assert that it has a perfected security interest on the collateral and that its note is secured by the inventory and proceeds of the sale of the collateral. Accordingly, the Debtor proposes to allow HomeBanc a replacement lien on inventory acquired after the Petition Date equal in extent, validity, and priority to any security interest in such inventory that HomeBanc held as of the Petition Date. In other words, the Debtor proposes that HomeBanc have a "floating lien" on such assets which continue to float to the same extent and level of priority as any pre-petition lien on the Collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-07491-8.pdf About E & A Tanner Holdings E & A Tanner Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-07491) on Sept. 2, 2018. In the petition signed by Eric Tanner, managing member, the Debtor disclosed under $500,000 in assets and liabilities. The Debtor hired Benjamin G. Martin, as counsel. ELECTRONIC RECYCLERS: Fails to Pay Proper Wages, Hernandez Claims ----------------------------------------------------------------- BRANDON HERNANDEZ, individually and on behalf of all others similarly situated, Plaintiff v. ELECTRONIC RECYCLERS OF AMERICA, LLC; and DOES 1 through 100, Defendants, Case No. 18CECG03206 (Cal. Super., Fresno Cty., Aug. 28, 2018) is an action against the Defendants for unpaid overtime hours, minimum wages, wages for missed meal and rest periods. Mr. Hernandez was employed by the Defendants as hourly-paid, non-exempt employee from April 2011 to March 2015. Electronic Recyclers of America, LLC is doing in business Fresno, California. [BN] The Plaintiff is represented by: Edwin Aiwazian, Esq. LAWYERS for JUSTICE,PC 410 West Arden Avenue, Suite 203 Glendale, CA 91203 Telephone: (818) 265-1020 Facsimile: (818) 265-1021 EMPIRE ENTERPRISES: PNC Wants Deficiencies Cured in Plan Outline ---------------------------------------------------------------- PNC Bank, National Association, a secured creditor, objects to the disclosure statement filed by Debtor Empire Enterprises, LLC. PNC holds a lien on certain commercial real property owned by the Debtor in Mobile County, Alabama. Per the Disclosure Statement, Debtor leases the Property as a restaurant and collects rent in connection with the lease. Debtor's Disclosure Statement references shares of stock, a sole shareholder, and a potential post confirmation sale of "shares of stock in the Reorganized Debtor." PNC is uncertain what stock Debtor is referencing since Debtor is a Domestic Limited Liability Company. Further, since Debtor indicates that such stock might be sold to fund the Plan, more information is needed as to the stock and any potential purchasers of the stock. Debtor explains that "[p]ayments under the proposed Plan will be made from [Debtor's] future income derived from the continued operation of its business." However, Debtor's Disclosure Statement does not include any forecasts or projections as to future income. Debtor also indicates in the Disclosure Statement its intention to retain "all prepetition claims and causes of action which [it] may have against any and all persons, entities, companies, and banks …" No additional information is provided as to such claims, including who they are against and what impact they might have on the Plan and Debtor's projected revenue stream. PNC asks the Court to sustain its objection and to order the Debtor to cure the deficiencies in its Disclosure Statement. A copy of PNC's Objection is available for free at: http://bankrupt.com/misc/alsb17-02619-120.pdf Attorneys for PNC Bank, N.A.: Stephen B. Porterfield Thomas B. Humphries SIROTE & PERMUTT, P.C. 2311 Highland Avenue South P.O. Box 55727 Birmingham, AL 35255-5727 Tel.: (205) 930-5100 Fax: (205) 930-5101 sporterfield@sirote.com thumphries@sirote.com Headquartered in Saraland, Alabama, Empire Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 17-02619) on July 14, 2017, estimating its assets at up to $50,000 and its liabilities at between $50,000 and $100,000. William J. Casey, Esq., serves as the Debtor's bankruptcy counsel. ETIENNE ESTATES: Court to Hold Hearing on Plan Interpretation ------------------------------------------------------------- Bankruptcy Judge Nancy Hershey Lord will hold an evidentiary hearing to resolve the dispute between JJAM Capital LLC and Debtor Etienne Estates at Washington LLC. JJAM filed a motion to compel Etienne Estates to comply with terms of the Debtor's confirmed Revised Third Amended Chapter 11 Plan of Reorganization. At issue here is the portion of the Plan providing for the cure and reinstatement of a Consolidated Adjustable Rate Note, executed Sept. 28, 2006 by the Debtor and JJAM's predecessor in interest, and whether certain provisions in the Plan and order confirming the Plan altered the Debtor's monthly payment obligations under that instrument. JJAM's position is that consistent with 11 U.S.C. section 1124(2), the Consolidated Note was reinstated by the Plan according to its original terms, and therefore requires that, as of Sept. 28, 2016, the Debtor make monthly payments to JJAM consisting of both interest and amortization components. Combined, these amounts yield a monthly payment of approximately $20,000. The Debtor has contested this interpretation of the Plan, and argues instead that the terms of the Consolidated Note were effectively altered to require interest-only payments through September of 2031 when the full principal balance will become due. From the Debtor's perspective, monthly payments are approximately $9,000. The Debtor acknowledges that its interpretation would result in the Plan calling for an "imperfect" cure and reinstatement, but asserts that this is nevertheless what the now-binding Plan requires. The resolution of this dispute turns, in large part, on the correct interpretation of the Plan and Confirmation Order. However, adding an additional wrinkle to these arguments is that amortization had not been so much as mentioned at any point in this case prior to July of 2017, despite the fact that the Consolidated Note was at the center of considerable litigation over JJAM's claim leading up to the entry of the Confirmation Order. The Court, therefore, requested that the parties brief the issues of equitable estoppel and waiver as they might apply to JJAM's argument. The Court, thus, will hold an evidentiary hearing to resolve the open question of each party's understanding of the Consolidated Note, and how each understood itself to be implementing that document. Dates for a scheduling order will be determined at the status hearing currently set for October 11, 2018 at 11:00 a.m. A copy of the Court's Memorandum Opinion and Order dated Sept. 30, 2018 is available for free at: http://bankrupt.com/misc/nyeb1-14-40786-259.pdf About Etienne Estates Etienne Estates, based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-40786 on February 26, 2014. The Hon. Elizabeth S. Stong presides over the case. Kevin J Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, served as bankruptcy counsel. In its petition, the Debtor estimated $2 million in assets and $2.18 in liabilities. The petition was signed by Johanna Francis, manager. FEDERAL-MOGUL LLC: Moody's Withdraws B2 Corp. Family Rating ----------------------------------------------------------- Moody's Investors Service withdrew the ratings of Federal-Mogul LLC, including the B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, Ba2 rating on the senior secured asset based revolver, and B1 rating on the senior secured tranche C term loan. In a related action Moody's upgraded the ratings on the senior secured notes to Ba2 from B1 as the senior secured notes were assumed by Tenneco, Inc. This action concludes the review for upgrade for the senior secured notes initiated May 15, 2018. The following ratings were upgraded: Federal-Mogul LLC: Ba2 (LGD2) from B1 (LGD3), to the EUR350 million senior secured fixed-rate notes, due 2024 Ba2 (LGD2) from B1 (LGD3), to the EUR415 senior secured fixed-rate notes, due 2022; Ba2 (LGD2) from B1 (LGD3), to the EUR300 million senior secured floating-rating notes, due 2024 The notes are assumed by Tenneco, Inc. concurrent with the acquisition of Federal-Mogul. The following ratings were withdrawn: Federal-Mogul LLC: B2, Corporate Family Rating B2-PD, Probability of Default Rating Ba2 (LGD1), $625 million senior secured asset based revolver due February 2023 B1 (LGD3), $1.455 billion (remaining amount) senior secured tranche C term loan due April 2021 RATINGS RATIONALE The rating action follows the announced closing of Tenneco Inc.'s acquisition of Federal-Mogul. As part of the transaction, Tenneco issued new senior secured term loans totaling $3.4 billion, which were used, among other things, to fund the purchase price of the transaction, and refinance Federal-Mogul's and Tenneco's existing bank credit facilities. Federal-Mogul's senior secured notes were assumed by Tenneco. As part of the transaction Federal-Mogul was merged into Tenneco and Tenneco fully assumed the FM Notes. The terms of FM Notes require Tenneco's new bank credit facility to share the assets securing the facility with the FM Notes. FM Notes will also benefit from the same guarantees supporting Tenneco's bank credit facility. As such, the Ba2 rating on the FM Notes reflect their pari passu ranking with Tenneco's Ba2 rated bank credit facilities. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Tenneco Inc., headquartered in Lake Forest, Illinois, is a leading manufacturer of automotive emissions control (approximately 70% of 2016 revenues) and ride performance (approximately 30%) products and systems for both the worldwide original equipment market and aftermarket. Leading brands include Monroe, Rancho, Clevite, and Fric Rot ride control products and Walker, Fonos, and Gillet emission control products. Revenue for 2017 was $9.3 billion. Federal-Mogul LLC, headquartered in Southfield, MI is a leading global supplier of products and services to the world's manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets. The company's products and services enable improved fuel economy, reduced emissions and enhanced vehicle safety. Federal-Mogul is controlled by affiliates of Icahn Enterprises L.P. Revenues in 2017 were $7.9 billion. FLIPPING EGG: Granted Final Authority to Use Cash Collateral ------------------------------------------------------------ The Hon. Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas has signed an agreed order authorizing The Flipping Egg, LLC, the final use of the cash collateral, cash collateral of Happy State Bank. The Debtor acknowledges, admits, and confirms that it is indebted to Happy State Bank ("HSB") under the terms of two separate loan guarantees. The guarantees are related to HSB Loan No. *8911 and HSB Loan No. *8912, respectively. The Debtor further acknowledges that the repayment of these loan guarantees is secured by validly perfected security interests in all of the Debtor's personal property assets and in cash collateral. As to the subsequent use of cash collateral, the Debtor will apply the following procedure for each succeeding 30-day period beginning Oct. 1, 2018: (i) The Debtor will file a proposed budget with the Court via CM/ECF and send a copy of same to HSB's counsel no later than 5 days before the end of each calendar month. (ii) If HSB, or any other interested party, does not object to the Monthly Budget Filing by the end of the third day following the filing of the Monthly Budget Filing, then the proposed Monthly Budget Filing will become the budget for the next calendar month period. (iii) If a timely objection to the Monthly Budget Filing is filed, then cash collateral use will be allowed in accordance with the prior month's budget until the Court can hear the objection. All cash received by the Debtor and all accounts receivable collections by Debtor in a separate cash collateral account, at First Bank Texas - Baird (being Debtor's debtor-in-possession account) and will use said account, or if additional debtor-in-possession accounts are established at First Bank Texas - Baird said accounts, for the purpose of depositing all revenues generated by the business operations of the Debtor, both pre- and post-petition. The Debtor will maintain insurance coverage the extent required by HSB's Loan Documents for the collateral. All such insurance policies will list HSB as a Loss Payee with any and all payments thereunder to be made jointly payable to Debtor and HSB. If the insurance currently in place is found to be deficient for any reason or has lapsed, the Debtor will secure such insurance as will comply with the Loan Documents with HSB within a reasonable period of time. The Court grants HSB replacement security liens on and replacement liens on all of the Debtor's personal property, whether such property was acquired before or after the Petition Date. Such Replacement Liens will be equal to the aggregate diminution in value of the Collateral, if any, that occurs from and after the Petition Date. The Replacement Liens will be of the same validity, priority and enforceability as the liens of HSB on the pre-petition collateral. If the Replacement Liens are insufficient to provide HSB with adequate protection of its interest in the cash collateral, HSB will have a section 507(b) super-priority administrative expense claim to the extent of any shortfall. As further adequate protection of HSB's interest in the cash collateral, the Debtor will make minimum monthly adequate protection payments to HSB of $1,500 on the 15th day of each calendar month until termination of this Order by its terms or by further order of the Court or until confirmation of any plan of reorganization in this proceeding. Furthermore, beginning in the month of September, 2018, in each month in which net income exceeds $1,500, the Debtor will make an additional payment in the amount of 50% of net income above $1,500, but in no event will total adequate protection payments in any given month exceed $3,000. A copy of the Final Order is available at: http://bankrupt.com/misc/txnb18-10194-26.pdf About The Flipping Egg The Flipping Egg, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-10194) on Aug. 6, 2018. In the petition signed by its president/managing member, Tammy Reese, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Robert L. Jones presides over the case. FRANCIS' DRILLING: Taps JND Corporate as Claims and Noticing Agent ------------------------------------------------------------------ Francis' Drilling Fluids, Ltd., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire JND Corporate Restructuring 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. Prior to the petition date, the Debtors provided the firm a retainer in the amount of $25,000, which was subsequently reduced to $18,460 prior to the filing of their Chapter 11 cases. Travis Vandell, chief executive officer of JND, disclosed in a court filing that the firm and its employees are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Vandell JND Corporate Restructuring 8269 E. 23rd Avenue, Suite 275 Denver, CO 80238 Phone: 855-812-6112 Email: travis.vandell@jndla.com Email: restructuring@jndla.com About Francis' Drilling Fluids Ltd. Francis' Drilling Fluids, Ltd. -- http://www.fdfenergy.com/-- provides transportation, transloading, drilling fluid, cleaning, equipment rental and technical services to the oil and gas industry. Headquartered in Lafayette, Louisiana, the company conducts its business under the name FDF Energy Services and employs nearly 500 workers. Francis' Drilling Fluids and its affiliates, FDF Resources Holdings LLC and Francis Logistics LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-35441) on Sept. 29, 2018. In the petitions signed by Barry Charpentier, president, the Debtors estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Marvin Isgur presides over the cases. The Debtors tapped Norton Rose Fulbright US LLP as their legal counsel; CR3 Partners LLC as restructuring advisor; SSG Capital Advisors, LLC as investment banker; and JND Corporate Restructuring as claims and noticing agent. FUSE LLC: Moody's Lowers CFR to Caa2 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating for Fuse, LLC to Caa2 from Caa1 due to recent subscriber attrition as well as continued uncertainty regarding the company's capital structure as its senior secured notes approach maturity. Moody's also downgraded the Probability of Default Rating (PDR) to Caa2-PD from Caa1-PD and downgraded the ratings for senior secured bonds due 2019 to Caa2 from Caa1. The outlook is revised to negative as Moody's anticipates some form of near-term restructuring to the company's existing debt and anticipate that subscriber attrition may continue. The following rating actions were taken: Downgrades: Issuer: Fuse, LLC Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Backed Senior Secured Notes due 2019, Downgraded to Caa2 (LGD3) from Caa1 (LGD3) Outlook Action: Issuer: Fuse, LLC Outlook is Negative RATINGS RATIONALE Fuse, LLC's Caa2 ratings reflect the company's high leverage, continued subscriber attrition in its networks and high risk of restructuring for existing near-term maturing debt. Though Fuse programming ratings held during the first six month of 2018, subscriber base was down 500K at 61 million total homes (compared to 69 million homes at the end of 2015 and 61 million homes in 2017), inclusive of the recent roll-out of the network in 2.2 million homes via the Sling OTT platform. Similar to secular trends in Pay-TV sector, the company's FM network has struggled to keep its subscribers, declining from 40 million in 2017 homes to 37 million homes in the first six months of 2018. In addition, a distributor contributing material portion of affiliate revenues for Fuse notified the company that it will be terminating its Fuse network carriage agreement as of December 31, 2018, prior to the expiration of the carriage agreement. The company has engaged in discussions with the distributor in attempt to continue carriage. The pending July 2019 maturity on the senior secured notes along with recent termination of unused revolving credit facility by Jefferies continues to leave uncertainty regarding the company's capital structure and potential liquidity challenges as maturity approaches. Fuse invests in original programming along with procuring third party content. Although programming development costs can be flexible, and Fuse has demonstrated that it can manage these costs, the continued loss in subscribers remains a concern. Fuse provides English language content targeted at young Latinos and multi-cultural population of the United States. The company faces significant competition for viewers, for channel placement and carriage fees from pay television distributors, and for advertising dollars, in many cases from much larger companies with far more financial flexibility to invest in content. Moody's expects negative free cashflow over the next 12-18 months to continue, as Fuse and FM may lose subscribers as the company balances revenue from affiliate agreements and advertising against its original programming ambitions and cash spend. Leverage remains high over 6.7x total debt / cash EBITDA (incorporating Moody's standard adjustments) and is expected to increase over the course of 2019 if subscriber attrition continues, albeit partially off-set by built-in contract escalators and flexibility in programming spend. Moody's adjusts EBITDA to incorporate programming expenses on a cash basis. The company thus far has managed its liquidity position via internally generated cash. Other factors impacting the credit rating are the company's relatively small size of $119 million in revenues and lack of revolver availability, limiting external liquidity. The negative outlook incorporates its concern for continued subscriber attrition impacting revenue generation for the company and limited visibility in addressing pending July 2019 maturity of the company's notes. Moody's expects that a near-term debt restructuring is likely, as the company remains highly levered, with limited cashflow to support its growth ambitions. Substantial deterioration of the liquidity, as well as increasingly negative free cash flow would likely warrant a negative ratings action. Given the weak operating performance and near-term maturity, an upgrade is unlikely. Fuse, LLC does business as Fuse and FM networks and provides a mixture of original and acquired English language entertainment, music and lifestyle content targeted at Latinos. Fuse reaches approximately 61 million Nielsen homes, while FM reaches approximately 37 million Nielsen homes through distribution partners including AT&T U-verse, Comcast, Cox, Dish Network, Direct TV, Charter, Spectrum, Cablevision and Verizon FIOS. The company's original content is also available via digital platforms such as Hulu, Youtube, its own website and distributor on-demand offerings. The principal financial shareholders in Fuse, LLC are Columbia Capital and Rho Capital Partners. The company maintains headquarters in Los Angeles, California. The principal methodology used in these ratings was Media Industry published in June 2017. FYBOWIN LLC: Proposes Sale of Substantially All Assets ------------------------------------------------------ Fybowin, LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of (i) substantially all assets of Rivertowne Growth Group, LLC, its debtor affiliates, and its non-debtor affiliate Rivertowne IP Holdings, LLC, to Gordon Brothers Commercial & Industrial LLC or its designee, for approximately $1.35 million, plus the assumption of Assumed Liabilities, subject to overbid; (ii) any excluded Assets to the party submitting the highest and/or best offer for such excluded asset; and (iii) any designated restaurant to the party submitting the highest and/or best offer for such designated restaurant. The assets the Debtors ask the authority to sell are: a. All or substantially all of the assets of Rivertowne Growth Group, LLC ("RGG"), including, without limitation, all of its rights, title, and interest in the Rivertowne Brewery and Tasting Room, located at 5578 Old William Penn Highway, Export, PA 15632 ("Brewery"); b. All or substantially all of the assets of Fybomax, Inc., including, without limitation, all of its rights, title, and interest as operator and lessee of the Brewery and its bar/restaurant/microbrewery located at 312 Center Road, Monroeville, PA 15146 ("RT Monroeville"); c. All or substantially all of the assets of Fybowin, LLC, including, without limitation, all of its rights, title, and interest in its bar/restaurant located at 337 North Shore Drive, Pittsburgh, PA 15212, located between PNC Park and Heinz Field ("RT North Shore"); d. All or substantially all of the assets of Fybo Management, Inc., including, without limitation, all of its rights, title, and interest in its bar/restaurants located at: (i) 500 Jones Street, Verona, PA 15147 ("RT Verona"); and (ii) 14860 U.S. Route 30, North Huntington, PA 15642 ("RT North Huntington"); and e. With respect to Occupy Rivertowne, LLC ("OR"), it is a holding company with interests in other Debtors. It does not hold physical assets used in the operation of a restaurant, bar, or brewery. With respect to the sale of the RGG assets, RGG along with its non-Debtor affiliate Rivertowne IP Holdings, LLC, have entered into a stalking horse asset purchase agreement ("GB APA") with Gordon Brothers Commercial & Industrial, LLC (and potentially its designee). Pursuant to the GB APA, the Stalking Horse Bidder has agreed to purchase the Acquired Assets, which primarily consist of the real and personal property owned by RGG, for approximately $1,350,000, plus the assumption of certain Assumed Liabilities as set forth in the GB APA. The Stalking Horse Bidder also has the option to acquire all or substantially all of the Debtors' remaining assets pursuant to the GB APA, subject to the Stalking Horse Bidder and each applicable Debtor agreeing to a purchase price for any other designated assets. Accordingly, the total GB APA purchase price could increase if other assets are designated for sale/purchase. The transactions contemplated in the GB APA are subject to higher and better offers. In addition to the proposed sale of the RGG assets to the Stalking Horse Bidder, the Debtors will entertain offers for all remaining assets that are not subject to the GB APA, subject to the Court-approved Bidding Procedures. The Debtors asks entry of the Sale Order authorizing and approving: (i) the sale of the Acquired Assets to the Stalking Horse Bidder or other Successful Bidder; (ii) the sale of any Excluded Asset to the bidder submitting the highest and/or best offer for such Excluded Asset; (iii) the sale of any Designated Restaurant to the bidder submitting the highest and/or best offer for such Designated Restaurant; and (iv) the right to consummate a higher or otherwise better alternative disposition of assets with an alternative buyer pursuant to the terms of the Bid Procedures Order. Contemporaneously with the Motion, the Debtors have also filed their Expedited Bid Procedures Motion (a) establishing bidding, auction and notice procedures for the solicitation and consideration of competing offers for the Debtors' assets, free and clear of any and all liens, claims, interests and encumbrances; (b) approving the payment of an expense reimbursement and bid protections in connection with the sale of the Acquired Assets to the Stalking Horse Bidder; (c) approving the form and manner of the sale notice and the procedures for the assumption and assignment of executory contracts and unexpired leases in connection with such sale; and (d) setting the Sale Hearing. In recent years, the craft beer market has seen increased competition. The Debtors experienced reduced revenues in part from an increase in competition, resulting in a decrease in market share. Consequently, starting in 2017, they took measures to develop a strategic revenue enhancement plan. They ultimately launched the Revenue Enhancement Plan in early April of 2018. However, the Revenue Enhancement Plan could not yield sufficient revenue to avoid a liquidity event that necessitated the filing of the Bankruptcy Cases. In the sound exercise of their business judgment, the Debtors have determined that it is in the best interest of their respective estates and creditors to pursue a sale of all or substantially their assets in accordance with Section 363 of the Bankruptcy Code. As of the submission of the amended Motion, the Stalking Horse Bidder has not identified the Rivertowne Pour House, the Rivertowne North Shore, the Rivertowne Inn, or the Rivertowne Pub and Grille as a Designated Restaurant. While the opportunity for designation of additional restaurants remains, which possibility is beneficial to the estates of the other Debtors, Fybomax, Fybowin, and Fybo Management are also asking the authority to sell all or substantially all of their respective assets free and clear of liens, claims and encumbrances without a stalking horse bidder. These sales would include the sale of all or substantially all of the assets of the Rivertowne Pour House, the Rivertowne North Shore, the Rivertowne Inn, and the Rivertowne Pub & Grille. The sale of each of the foregoing establishment, consisting of all or substantially all of the Debtors, would be subject to higher and better offers of any party submitting a Qualified Bid. As of the date of the Motion filing, there is no stalking horse bidder for these assets but the Debtors have received inquiries and expressions of interest relating to the same. Considering the liquidity challenges the Debtors currently face, coupled with the seasonality of the food and beverage business, they submit that advancing a sale without a stalking horse bidder at this time best serves the interests of their respective estates. Fybowin, Fybomax, and Fybo Management intend to sell their assets without reserve, subject of course to (i) each the Debtor's right to exercise their respective fiduciary duties to their respective estates and accept or reject any proposal, and (ii) final approval of any transaction by the Bankruptcy Court and in accordance with the approved Bidding Procedures. None of these Debtors intend to sell their respective assets absent material benefit to their respective estates. By the Motion, they ask the authority to sell all or substantially all of the Debtors' assets including: (i) the sale of the RGG assets (free and clear of liens, claims, interests and encumbrances) to the Stalking Horse Bidder or other Successful Bidder pursuant to the terms of the GB APA; (ii) the sale of any Excluded Assets to the party submitting the highest and/or best offer for such Excluded Asset; and (iii) the sale of any Designated Restaurant to the party submitting the highest and/or best offer for such Designated Restaurant. The Debtors ask that the Court authorizes the sale of substantially all of their assets free and clear of any and all liens, claims, interests and encumbrances in accordance with the Court-approved Bidding Procedures, with any such Interests to attach to the net proceeds of the sale. The sale of all or substantially all of their assets, including the Acquired Assets, will be a sale in"as is, where is" condition, without representations or warranties of any kind whatsoever. To the extent so designated by the Successful Bidder for any of their assets, the Debtors intend to assume and assign the executory contracts and unexpired leases associated with any of their assets (as amended), to the successful bidder(s). A summary of the Assumed Contracts, including the nature of the contract/lease and the amount necessary to cure any default is also set forth on Exhibit B. Finally, the Debtors ask to close on the sale of the Acquired Assets within 10 days after the Court's approval of the Sale, but in no event later than Oct. 31, 2018. As such, they ask to waive the stay provided in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure, and ask that they be authorized and empowered to close the sale immediately upon entry of the Court's Order approving the Sale. A copy of the GB APA attached to the Motion is available for free at: http://bankrupt.com/misc/Fybowin_LLC_166_Sales.pdf The Purchaser: GORDON BROTHERS COMMERCIAL & INDUSTRIAL, LLC 800 Boylston Street 27th Floor Boston, MA 02199 Attn: Jim Lightburn The Purchaser is represented by: KATTEN MUCHIN ROSENMAN LLP & INDUSTRIAL, LLC 525 W. Monroe Street Chicago, IL 60661 About Fybowin LLC Fybowin, LLC, which conducts business under the name Rivertowne, is a privately-held brewing company in Pittsburgh, Pennsylvania. The Rivertowne beer concept was born in 2002. The company, one of the very first craft brewers in Pittsburgh, has restaurants in Verona, North Huntingdon, and the North Shore, as well as a Pourhouse in Monroeville. Fybowin sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21803) on May 4, 2018. On May 7, 2018, the company's affiliates Fybomax Inc., Fybo Management Inc., Rivertowne Growth Group LLC and Occupy Rivertowne LLC filed for Chapter 11 protection (Bankr. W.D. Pa. Case Nos. 18-21870 to 18-21873). The cases are jointly administered with Fybowin's. Fybowin, LLC, estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Gregory L. Taddonio presides over the cases. Whiteford, Taylor & Preston, LLP, serves as the Debtors' legal counsel. GEORGE ROBERT HANSON: Bid to Modify Confirmed Ch. 11 Plan Tossed ---------------------------------------------------------------- Bankruptcy Judge Shelley D. Rucker denied Debtor George Robert Hanson and Joint Debtor Mary Darlene Hanson's motion for modification of their confirmed chapter 11 plan. The U.S. Trustee has objected to the Debtors' current motion to modify on three grounds -- first, that the type of modification the Debtors seek is not permitted by section 1127(e), second, that the modification would be futile or would violate section 1127(f) and "would effectively unwind the previously confirmed plan," and third, that the proposed modification is inequitable. Mr. Cooper likewise objected, asserting the Debtors' proposed modification is not permitted under section 1127(b) and is not filed in good faith under section 1129(a)(3). The motion to modify before the Court seeks to remove the secured status from the Class 10 Creditor, recognized in the Debtors' first and second amended plan, and to prohibit the right to foreclose and recover its collateral granted to Class 10 in the confirmed plan. Creditor Nationstar Mortgage, LLC, d/b/a Mr. Cooper objects to the reclassification of its claim and the challenge to its foreclosure rights on the basis that reclassification is not a permitted modification under 11 U.S.C. section 1127. The Court finds that the proposed modification is improper because it alters the value provided for secured creditors under the confirmed plan. In this case, the Debtors are not providing payments to their creditors from another source, so the third subpart is not applicable. Therefore, in order for the modification to be permissible, it must fall under subparts (1) or (2). For an individual debtor in chapter 11, "[t]he three subsections of section 1127(e) are exclusive; if a proposed modification does not fall within one of the subsections, the modification cannot be allowed." The proposed modification of the treatment of Class 10 also deprives Mr. Cooper of its remedy of foreclosure, which is an alteration of the claim under Nolan. It reduces the total amount to be paid on Mr. Cooper’s Class 10 claim from the value of the Wilmington property to $0. Such a reduction of the total amount of the claim is also prohibited under Nolan. The modification is also improper because the validity of Mr. Cooper's claim has previously been determined. The Debtors attempt to justify their impermissible modification of the confirmed treatment of Mr. Cooper's claim by challenging the enforceability of its deed of trust. Based on the history of the case leading to confirmation, that challenge cannot be successful. A copy of the Court's Memorandum dated Sept. 26, 2018 is available for free at: http://bankrupt.com/misc/tneb4-17-15656-395.pdf The case is IN RE: GEORGE ROBERT HANSON, MARY DARLENE HANSON, Debtors., Case No. 15-01442-5-SWH. George Robert Hanson, Debtor, is represented by Richard Preston Cook, Esq. -- Richard P. Cook, PLLC. GLENMORE UNIQUE: Seeks to Hire Andrew M. Tilem as Attorney ---------------------------------------------------------- Glenmore Unique Homes, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Andrew M. Tilem, as attorney to the Debtor. Glenmore Unique requires Andrew M. Tilem to: -- advise the Debtor of the rights and duties as a debtor-in- possession; -- oversee preparation of necessary reports to the court or creditors; -- conduct all appropriate investigation or litigation; and -- perform any other necessary duties in aid of the administration of the estate. Andrew M. Tilem will be paid at the hourly rate of $375. Andrew M. Tilem will be paid a retainer in the amount of $2,500. Andrew M. Tilem will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew M. Tilem, a partner of the Law Offices of Andrew M. Tilem, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Andrew M. Tilem can be reached at: Andrew M. Tilem, Esq. LAW OFFICES OF ANDREW M. TILEM 228 Montrose Avenue Brooklyn, NY 11206 Tel: (718) 497-2552 About Glenmore Unique Homes Glenmore Unique Homes LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-44827) on Aug. 22, 2018, disclosing under $1 million in assets and liabilities. The Debtor is represented by Andrew M. Tilem, Esq., at the Law Offices of Andrew M. Tilem. GREEN COUNTRY: Seeks to Hire Crowe & Dunlevy as Counsel ------------------------------------------------------- Green Country Filter Manufacturing, LLC has filed an amended application with the U.S. Bankruptcy Court for the Northern District of Oklahoma seeking approval to hire Crowe & Dunlevy, a Professional Corporation, as counsel to the Debtor. Green Country requires Crowe & Dunlevy to: a. assist in the preparation of the Debtor's schedules, statement of financial affairs and other documents ancillary to the petition for relief; b. provide legal advice to the Debtor all aspects of the bankruptcy case and any contested matters and adversary proceedings connected thereto; c. prepare, as necessary, applications, motions, complaints, answers, orders, agreements and other legal papers, including, without limitation, the preparation and defense of retention and fee applications for the Debtor's professionals and proposed professionals, including Crowe & Dunlevy; d. appear in Court to present necessary motions, applications and other filings and otherwise protect the Debtor's interests; e. assist in negotiations between the Debtor and Debtor's secured and unsecured creditor; including Debtor's post- petition lender; f. advise the Debtor as to the implications of the activities of parties in interest and their Court filings; g. assist in the preparation of any disclosure statements and proposed chapter 11 plans; and h. perform such other legal services as may be required and are in the best interest of the Debtor. Crowe & Dunlevy will be paid at these hourly rates: Attorneys $255-$465 Paraprofessionals $155-$165 The Debtor paid Crowe & Dunlevy a retainer in the amount of $25,000, plus filing fee. As of the date of the amended application, the firm has been paid in full for all services provided and expenses incurred prepetition, with the remainder of the retainer of $19,115. Crowe & Dunlevy will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark A. Craige, shareholder and director of Crowe & Dunlevy, a Professional Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Crowe & Dunlevy can be reached at: Mark A. Craige, Esq. Michael R. Pacewicz, Esq. CROWE & DUNLEVY A PROFESSIONAL CORPORATION 321 South Boston Avenue Tulsa, OK 74103-3313 Tel: (918) 592-9800 Fax: (918) 592-9801 E-mail: mark.craige@crowedunlevy.com michael.pacewicz@crowedunlevy.com About Green Country Filter Manufacturing Green Country Filter Manufacturing, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Okla. Case No. 18-11918) on Sept. 24, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Dana L. Rasure presides over the case. HERITAGE HOME: Allowed to Retain SB360 to Assist in Sale of Assets ------------------------------------------------------------------ Bankruptcy Judge Kevin Gross authorized Heritage Home Group, LLC and affiliates to engage Consultant SB360 Capital Partners, LLC to assist them in the sale of Debtors' "Non-Luxury Group" assets. The Non-Luxury Group consists of the Broyhill, Thomasville, Drexel, Drexel Heritage and Henredon businesses. In an effort to maximize value, Debtors determined to sell the inventory, furniture, fixtures and equipment and raw materials of the Non-Luxury Group. The Debtors and their advisors negotiated with and entertained bids from entities, one of which was the Consultant; second, a joint venture composed of Great American Group and Tiger Capital Group, LLC; and third, a joint venture of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, L.L.C. Debtors exercised their business judgment and determined that among the three bidding groups, the Consultant was the most appropriate choice. Debtors and others in support take the position that retaining the Consultant can be accomplished pursuant to Sections 105(a) and 363(b). Section 105(a) allows the Court to issue an order that is necessary to advance the provisions of the Bankruptcy Code. Section 363(b) permits the use, sale or lease of estate property outside of the ordinary course of business, authorized when a debtor demonstrates a sound business justification. The Office of the United States Trustee opposed the retention, arguing that the retention must be pursuant to Section 327(a). The U.S. Trustee strongly urged the Court to find that SB360 is a "professional like an auctioneer" and has not complied with Section 327(a) by submitting a Section 327(a) application, filing a declaration of disinterestedness pursuant to Federal Rule of Bankruptcy Procedure 2014, being disinterested, disclosing its fees and having its fees approved by the Court. The Court rejects the U.S. Trustee's argument that SB360 is an auctioneer. The Court could not find a decision defining "auctioneer," nor is it defined in the Bankruptcy Code. It is clear from the Disposition Agreement and the testimony at the hearing of SB360's Executive Managing Director and General Counsel, Mr. Robert Raskin, that SB360 was not an auctioneer or other professional, but an advisor. Mr. Raskin's entire testimony supported the advisor rather than professional person description. The Disposition Agreement requires SB360 to "recommend appropriate discounting," "provide qualified supervision," "maintain focused and constant communication," "establish and monitor accounting functions," "recommend loss prevention strategies," "coordinate with the Debtors," "recommend appropriate staffing," and "assist the Debtors." SB360's responsibilities are clearly advisory and do not constitute an intimate role in the Debtors' plans. The Bankruptcy Code provides clearly that bankruptcy courts must require that attorneys, accountants, appraisers and other professionals be retained formally pursuant to Section 327(a). The retention of the Consultant does not require such treatment. For the foregoing reasons, the U.S. Trustee's objection is overruled and SB360's retention pursuant to Sections 105(a) and 363(b) is granted. A copy of the Court's Memorandum Opinion dated Sept. 27, 2018 is available for free at: http://bankrupt.com/misc/deb18-11736-330.pdf About Heritage Home Group LLC Heritage Home Group LLC -- http://www.heritagehome.com/-- designs, manufactures, sources and retails home furnishings. The company markets its products through a wide range of channels, including its own Thomasville retail stores and through interior designers, multi-line or independent retailers and mass merchant stores. It was formed by an affiliate of KPS Capital Partners, LP, in November 2013 to acquire the brand portfolio and certain related assets of Furniture Brands International, Inc. Heritage Home Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-11736 to 18-11740) on July 29, 2018. In the petitions signed by Robert D. Albergotti, chief restructuring officer, Heritage Home Group disclosed that it had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as their legal counsel; Houlihan Lokey Capital, Inc. as their investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. On July 31, 2018, the Court authorized the joint administration of the Debtors' chapter 11 cases. On Aug. 31, 2018, the Court appointed Kurtzman Carson Consultants, LLC, as the Debtors' administrative advisor. HORIZONTAL RENTALS: Hires King & Sommer as Special Counsel ---------------------------------------------------------- Horizontal Rentals, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ King & Sommer, PLLC, as special counsel to the Debtor. Horizontal Rentals requires King & Sommer to represent and provide legal services to the Debtor in connection with pending case captioned Roger Warncke v. Horizontal Rentals, Inc., Glenwood Warncke and Brian Warncke and Meco Oil Corporation, currently pending in the 25th District Court of Guadalupe County, Texas under Case No. 18-0215-CV-A; and the case with the U.S. District Court for the Western District of Texas, San Antonio Division, under Case No. 5:18 cv 00007, filed by Bartolo Rodriquez, Jr., on January 3, 2018. King & Sommer will be paid at these hourly rates: Attorneys $200 to $365 Paralegals $85 King & Sommer will be paid a retainer in the amount of $5,000. King & Sommer will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard H. Sommer, partner of King & Sommer, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. King & Sommer can be reached at: Richard H. Sommer, Esq. KING & SOMMER, PLLC 200 Concord Plaza Drive, Suite 425 San Antonio, TX 78216 Tel: (210) 547-7400 About Horizontal Rentals Based in Seguin, Texas-based Horizontal Rentals, Inc. -- http://horizontalrentalsinc.com/-- offers oil field equipment for rent for the oil and gas industry. The Company offers eliminator separation system, standard skim system, strategic Hydrodynamic separator, gas management program, mud mixing units, light towers, fire box systems and hydro washers. Horizontal Rentals filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51972) on Aug. 20, 2018. In the petition signed by Brian Warncke, vice president, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Craig A. Gargotta presides over the case. The Law Office of David T. Cain is the Debtor's counsel. King and Sommer, Attorney at Law, is the special litigation counsel. HYLAS YACHTS: Seeks to Hire RLC Lawyers as Counsel -------------------------------------------------- Hylas Yachts, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ RLC Lawyers & Consultants, as counsel to the Debtor. Hylas Yachts requires RLC Lawyers to: a. provide legal advice in the continued possession and management of the Debtor's property; b. prepare the Statement of Financial Affairs, Schedules, Statement of Executory Contracts and other statements and schedules required by the Bankruptcy Code, Bankruptcy Rules, and Local Bankruptcy Rules; c. represent the Debtor, as Debtor-in-Possession, in connection with any proceedings for relief from stay which may be instituted in the Bankruptcy Court; d. represent the Debtor, as Debtor-in-Possession, at any meetings of creditors convened pursuant to Section 341 of the Bankruptcy Code; e. represent the Debtor, as Debtor-in-Possession, of all necessary applications, motions, answers, orders, reports, and other legal papers and advice, and assistance to and representation of the Debtor in preparing, filing, and prosecuting a disclosure statement and plan under Chapter 11; f. represent the Debtor in collateral litigation before the Bankruptcy Court and other courts; and g. provide such other legal services for the Debtor, which may be necessary herein, and to generally represent, advise, and assist the Debtor, as Debtor-in-Possession, in carrying out their duties under the Bankruptcy Code. RLC Lawyers will be paid at these hourly rates: Attorneys $525 Paralegals $190 RLC Lawyers will be paid a retainer in the amount of $25,000. RLC Lawyers will also be reimbursed for reasonable out-of-pocket expenses incurred. Tate M. Russack, a partner at RLC Lawyers & Consultants, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. RLC Lawyers can be reached at: Tate M. Russack, Esq. RLC LAWYERS AND CONSULTANTS 7999 N. Federal Hwy., Ste. 100A Boca Raton, FL 33487 Tel: (561) 571-9610 Fax: (800) 883-5692 E-mail: Tate@Russack.net About Hylas Yachts Hylas Yachts Inc. is a boat dealer in Marblehead, Massachusetts. Hylas Yachts builds and sells offshore cruising and sailing yachts 46 feet to 66 feet in length. The company was established in 1971 and incorporated in 1998. Hylas Yachts Inc., based in Marblehead, MA, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-21882) on Sept. 7, 2018. In the petition signed by Kyle Jachney, vice president, the Debtor disclosed $2,780,001 in assets and $2,104,018 in liabilities. The Hon. David E. Rice presides over the case. Tate M. Russack, Esq., at RLC Lawyers & Consultants, serves as bankruptcy counsel. JASON FLY LOGGING: Proposes $80K Private Sale of 2017 Mack CHU613 ----------------------------------------------------------------- Jason Fly Logging, LLC, asks the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the private sale of the 2017 Mack CHU613, bearing VIN Number 1M1AN07Y3HM025786, to Dragon Woodland Corp. for $80,000. Mack Financial holds a duly-perfected security interest in the Equipment. Its lien on the Equipment secures payment of a Credit Sales Contract (Security Agreement) in the original principal amount of $137,844 between the Debtor and Mack Financial. The amount owed to Mack Financial under the Contract exceeds the Purchase Price. Pursuant to the Sale Motion, the Debtor asks the approval of the Court to sell the Equipment to the Purchaser for $80,000, as a legal, valid, and effective transfer of the Equipment which will vest the Purchaser with all right, title, and interest in the Equipment free and clear of any liens and claims of any and every kind or nature whatsoever. The Debtor believes the sale of the Equipment is in the best interest of the estate and creditors. The Debtor's decision to sell the Equipment to the Purchaser in a private sale transaction is a valid and sound exercise of the Debtor’s business judgment. It has considered all options under the circumstances and has determined that a private sale to the Purchaser will result in the greatest recovery. For all of the foregoing reasons, the relief requested in the Motion is a product of sound business judgment and is in the best interests of the Debtor, its creditors, and estate and should be granted. Because of the need to close the transactions contemplated as promptly as possible, the Debtor asks that the Court orders and directs that the order approving the Motion will not be automatically stayed for 14 days. About Jason Fly Logging Established in 2010, Jason Fly Logging, LLC, is a privately-held logging company in Batesville, Mississippi. Jason Fly Logging sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-10483) on Feb. 12, 2018. In the petition signed by Jason Fly, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jason D. Woodard presides over the case. Toni Campbell Parker, Esq., in Memphis, Tennessee, serves as counsel to the Debtor. JIN KIM: Pausano Buying Richmond Property for $150K --------------------------------------------------- Jin H. Kim asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the real property located at 5660 Hull Street Road, Richmond, Virginia, to Samuel Altamira Pausano for $150,000. The case faces a complex debt situation involving a secured creditor; namely, Bayview Loan Servicing, LLC involving the incomplete development of various condo units in respect of a project in Duluth Georgia. There are various related assets to the loan and restructuring this in a manner so that the four condo units in Duluth become capable of debt service has taken more time than anticipated. Accordingly, in order to ensure that Bayview has some measure of adequate protection, the Debtor has agreed to sell one of his properties; namely, the Property. Bayview asserts a lien against the Property arising from a lien taken as additional collateral. The Property consists of an undeveloped lot in north Richmond outside of the downtown area. The Property has no other liens of record and is worth as Scheduled $150,000. The Debtor will pay the net sum after closing costs to Bayview as adequate protection which would represent a significant sum of post-petition debt service installments on the credit facility, even when restructured downwards. Accordingly, the sale of the Property at this time will be in the best interests of the estate in that it will provide a significant measure of return to Bayview against their secured claims as adequate protection installments which the Debtor's putative and forthcoming Plan will attest to. The Debtor has obtained a contract of sale at $150,000 on the Property which is a cash contract from the Buyer. The Buyer has placed a $5,000 deposit on the Property with the Buyer's broker and a closing date is set of Nov. 7, 2018. There is a five day period from ratification for inspections and satisfaction of that study period contingency by the Buyer. There is a bankruptcy contingency requiring approval of the Court. A copy of the Contract of Sale with the Court addendum attached to the Motion is available for free at: http://bankrupt.com/misc/Jin_H_Kim_84_Sales.pdf Further, pursuant to the requirements of Local Rule 6004-1, these disclosures are made: a. The scheduled value of the Property is $150,000, and the Purchase Agreement's value is $150,000, based upon marketing on the open market and the reality that this is an unusual property as a vacant lot in a disadvantaged area for which there is a unique buyer in need of an otherwise hard property to market. b. The Purchaser's identity is Samuel Altamira Pausano who is an arms'-length purchaser -- there are no prior connections with the Purchaser and the Debtors, and the Purchaser was exclusively procured through Long and Foster as the Seller's broker and through the Buyer's broker, North Point Properties. c. The consideration to be paid by the purchaser is $150,000 through a lump sum of $145,000 following a $5,000 deposit both to be made in cash, to be paid in full at settlement, as per the terms of the Purchase Agreement. d. An objection will need be filed within the date set forth on the accompanying notice, which will not be less than 21 days for the date of the notice. The Debtor asks the Court to (i) approve the Contract and authorize the sale of the Property free and clear of liens, claims, encumbrances, interests in accordance with the terms of the Contract; and (ii) authorize the distribution of net proceeds to Bayview as adequate protection subject to further and separate Order on application of such proceeds under the Debtor's Plan or otherwise. A hearing on the Motion is set for Oct. 18, 2018 at 11:00 a.m. Counsel for the Debtor: John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 1052 Greenbelt, MD 20770 Telephone: (301) 441-8780 The Debtor filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code on Nov. 14, 2017. On Feb. 9, 2018, the case was converted to to Chapter 11 (Bankr. D. Md. Case No. 17-25277). JIT INDUSTRIES: Hires Fowler Auction as Expert Valuation Witness ---------------------------------------------------------------- JIT Industries, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Fowler Auction and Real Estate Service, Inc., as expert valuation witness to the Debtor. JIT Industries requires Fowler Auction to: -- provide expert opinion on valuation of the Debtor's personal property; -- provide testimony to aid the Bankruptcy Court in making findings of fact related to the Debtor's objection to Proof of Claim No. 9-1. Fowler Auction will be paid at the hourly rate of $150. The firm is subject to a fee cap of $3,500. Fowler Auction will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel Culps, partner of Fowler Auction and Real Estate Service, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fowler Auction can be reached at: Daniel Culps FOWLER AUCTION AND REAL ESTATE SERVICE, INC. 8719 AL-53 Toney, AL 35773 Tel: (256) 232-7788 About JIT Industries JIT Industries, Inc., a company based in Hartselle, Alabama, manufactures, repairs and services fluid power, process control, mil-spec fasteners and aerospace hardware. JIT Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 18-80892) on March 23, 2018. In the petition signed by Ginger McComb, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Clifton R. Jessup Jr. presides over the case. JOSEPH SCHABATKA: Not Entitled to Entry of Discharge, Court Rules ----------------------------------------------------------------- Bankruptcy Judge Madeleine C. Wanslee denied Debtors Joseph Robert Schabatka and Pamela Schabatka's motion for entry of discharge as the Debtors have not completed all payments under the confirmed Chapter 11 Plan. The Debtors are not entitled to entry of discharge under 11 U.S.C. section 1141(d)(5)(A) at this time. Alpha Opportunity Fund I, LLC's pending motion to modify Chapter 11 Plan is denied subject to filing a new detailed motion to modify. Debtors' motion for entry of discharge and supplemental brief argue that the Debtors have completed their plan payments. The motion for entry of discharge states "Debtors have completed their payments under the Plan and are in compliance with all requirements of their confirmed Plan." Debtors acknowledge they are still making payments to Joel Gilgoff on his long-term secured claim. They also provide payment details for each Class of creditor identified under the Plan. As to Classes one through four, it appears that all payments have been made, or the subject property has been surrendered. Class 5, however, is the secured claim of Joel Gilgoff that involved the ReMax collateral, and which, along with the other Gilgoff claims, was subject to the Gilgoff Stipulation. Debtors state: "[s]ince confirmation, Debtors have paid each monthly payment due and will continue to do so until this long-term secured claim is paid in full." Debtors argue that the fact that they are still making payments to Joel Gilgoff on the long-term, secured claim does not prevent the Court from making a finding that "all payments under the Plan" have been completed for purposes of 11 U.S.C. sections 1127(e) and 1141(d)(5)(A). Debtors do not cite any direct statutory or case authority to support their claim that the Court can find that all Plan payments have been completed. The Court acknowledges that there may be an argument that a true long-term secured debt that is not modified by the operation of the plan, or one where the provision is to make the regular payments outside of the Chapter 11 plan, might not be included in the analysis and calculation of whether all payments under the plan have been completed, but that is not the case here. Claim No. 7, the Joel Gilgoff secured claim for the ReMax business assets reflects that the amount of the secured claim stated in the note was $305,000. It called for 10% interest per annum, and if not paid sooner, the entire balance of principal and interest shall be due and payable on August 1, 2009. The Gilgoff Stipulation stated that Claim No. 7 claim was $365,688.08 and that it is secured by an interest in Debtors' ReMax Sedona business assets and the ReMax franchise. The parties agreed under the Stipulation that the fair market value of the ReMax collateral is $100,000 and the remaining unsecured balance on the claim is $265,688.08. They also agreed that under the Debtors' proposed Plan, Debtors will pay Gilgoff $100,000 with interest at 6% in 120 equal monthly installments of $1,110.21, and that Gilgoff shall retain his lien on Debtor's ReMax business collateral until all amounts due and owing are paid in full under the Plan. The Debtors clearly have modified this secured debt and provided for specific treatment under the Chapter 11 Plan. There is no way that the Court can find that these payments are not a direct and specific provision of the confirmed Plan because the Debtors' Plan modifies the amount of the debt, sets a different interest rate, and sets a new payment schedule. It is undisputed that the payment on the Gilgoff secured debt under the Debtors' Plan has not been completed. Accordingly, Debtors are not entitled to entry of a discharge under 11 U.S.C. section 1141(d)(5)(A) at this time. The Court for the sake of clarity denies and overrules Alpha's pending Motion to Modify Chapter 11 Plan without prejudice to filing a detailed motion and form of a proposed modified plan. The Court also notes that until a modified plan is confirmed, the original confirmed Plan operates and remains in place. The Debtors may propose their own modified plan or may make any prepayments under the current Plan. A copy of the Court's Memorandum Decision dated Sept. 30, 2018 is available for free at: http://bankrupt.com/misc/azb3-10-40985-190.pdf Joseph Robert Schabatka filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-40985) on Dec. 27, 2010, with estimated assets at $1,000,001 to $10,000,000 and liabilities at $1,000,001 to $10,000,000. K & D HOSPITALITY: Cash Use Mooted With Payment of FNB Liens ------------------------------------------------------------ The Hon. Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania has withdrawn as moot K & D Hospitality, LLC's Motion for Order Authorizing Use of Cash Collateral with the payment of all liens held by First National Bank of Pennsylvania. A copy of the Order is available at http://bankrupt.com/misc/pawb17-24167-174.pdf K & D Hospitality Founded in 2006, K & D Hospitality, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D) that operates under the rooming and boarding houses industry. K & D Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-24167) on Oct. 18, 2017. In the petition signed by Parmod Patel, president, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Carlota M. Bohm presides over the case. Justin P. Schantz, Esq., at the Law Care of David A. Colecchia And Associates, serves as the Debtor's bankruptcy counsel. KAIROS HOMES: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Kairos Homes, L.L.C. 3345 Western Center Blvd, Ste 160 Fort Worth, TX 76137 Business Description: Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com-- is a home builder in Fort Worth, Texas. Chapter 11 Petition Date: October 3, 2018 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 18-43969 Judge: Hon. Mark X. Mullin Debtor's Counsel: John Park Davis, Esq. DAVIS LAW FIRM PO Box 123918 Fort Worth, TX 76121 Tel: (817) 735-1171 Fax: (817) 735-1167 E-mail: john@johndavislaw.com Total Assets: $3,006,914 Total Liabilities: $1,116,717 The petition was signed by Brian Frazier, president. The Company lists Davis Law Firm as its sole unsecured creditor holding a claim of $6,717. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-43969.pdf KIMBALL HILL: F&D Must Dismiss Claims vs LCP in Sugar Grove Lawsuit ------------------------------------------------------------------- Bankruptcy Judge Thomas A. Barnes granted in part the motion for entry of an order enforcing confirmation order, awarding damages, and granting related relief filed by LCP SLJV 2008-1 IL-1, LLC, the current owner of real property once owned by a non-Debtor, but related entity and assignee of Kimball Hill Inc.'s personal property. The motion was opposed by Fidelity and Deposit Company of Maryland (F&D), a surety on projects relating to those assets and a creditor of the bankruptcy estate. Under similar but not identical circumstances, the court previously found that F&D violated the confirmation order in this case (TRG Decision). In the TRG Decision, the court was faced with a similar motion. There the movant, TRG Venture Two, LLC, sought enforcement of this court's March 12, 2009 order, which order confirmed the joint plan of liquidation of Kimball Hill, Inc. and 29 other KHl debtors. After the Plan was confirmed, TRG acquired property from an intermediary of the Debtors’ bankruptcy estate. The property was subject to certain annexation agreements governing its development and performance of requirements therein was secured by performance bonds. ln turn, F&D acted as the surety for such bonds with a tight of indemnity from KHI. LCP argues that F&D's claims against it in the Sugar Grove Lawsuit are subject to the Release and the Plan Injunction and that that fact ends the inquiry. F&D replies that the court should not look at the claims asserted in the Sugar Grove Lawsuit, but instead look at the nature of the parties. Neither party is entirely correct. Claims and parties in this matter cannot be considered in isolation. In the TRG Decision, the court determined that F&D had asserted the totality of its claims against the Debtors in the bankruptcy case and had voted those claims in favor of the Plan. The Plan, in turn, released the claims and enjoined F&D from pursuing them against specific parties. Specifically, the court found that F&D had submitted ten proofs of claims, claims which "not only expressly asserted claims under the Indemnity Agreements but also asserted claims under 'principals of common law' and 'Suretyship.' The F&D Claims, as a matter of law, included F&D's future claims relating to the bonds and indemnities. The F&D Claims also included claims relating to the rights that the state appellate courts had focused on in reversing several of the dismissals. Further, the court found that that F&D's claims in the state lawsuits fell within the definition of "Claims" in the Plan, Plan, and the broad definition of "claim" prescribed by the Bankruptcy Code and applicable precedent. As a result, the court found that F&D's claims against TRG in the state lawsuits had been released under the terms of the Release and enjoined under the plan injunction. That determination, by definition, included F&D's claims against TRG in the Sugar Grove Lawsuit. To the extent that the claims therein against LCP are of the very same nature as those discussed in TRG, the state court claims by in the Sugar Grove Lawsuit against LCP fall within the Release and the Plan Injunction as well. Because the claims as asserted in the Sugar Grove Lawsuit were released and enjoined, the Third-Party Complaint as brought against LCP in the Sugar Grove Lawsuit violated the Release and Plan Injunction." Further, LCP, as a Released Parry, is entitled to invoke those protections. The Third-Party Complaint as brought in the Sugar Grove Lawsuit is, therefore, in direct violation of the terms of the Plan and F&D is in contempt of the Confirmation Order. Having determined that F&D filed the Sugar Grove Lawsuit in violation of the Release and the Plan Injunction, the court concludes that by the same token, the filing of the Request for Leave to Amend also violated the Plan injunction. As an attempt to continue a lawsuit brought in direct violation of the Plan Injunction and during the ongoing litigation in this court where F&D represented that it would not do so, the Request for Leave to Amend violates the Plan Injunction and is sanctionable. The court, therefore, orders F&D to dismiss its claims against LCP in the Sugar Grove Lawsuit. A copy of the Court's Memorandum Decision dated Oct. 2, 2018 is available for free at: http://bankrupt.com/misc/ilnb08-10095-4278.pdf About Kimball Hill Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. -- http://www.kimballhillhomes.com/-- was one of the largest privately-owned homebuilders and one of the 30 largest homebuilders in the United States, as measured by home deliveries and revenues, before filing for bankruptcy. The company operated within 12 markets, including, among others, Chicago, Dallas, Fort Worth, Houston, Las Vegas, Sacramento and Tampa, in five regions: Florida, the Midwest, Nevada, the Pacific Coast and Texas. Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11 protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-10095). Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring efforts. The Debtors' consolidated financial condition as of Dec. 31, 2007, reflected total assets of $795,473,000 and total debts $631,867,000. Kimball Hill filed a Chapter 11 plan of liquidation on Dec. 2, 2008, which provides for the winding down of the Debtors' business through a liquidation trust. With the support of the official committee of unsecured creditors and the company's senior lenders (estimated to recover 37% to 48% of their claims), the plan was confirmed on March 12, 2009, and took effect 12 days later. U.S. Bank National Association was appointed as trustee for the Liquidation Trust. M.F. ANWAR M.D.: Seeks to Hire Premiere Tax as Accountant --------------------------------------------------------- M.F. Anwar M.D. Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Premiere Tax Consulting LLC as accountant to the Debtor. M.F. Anwar M.D. requires Premiere Tax to provide accounting duties necessary in the Chapter 11 bankruptcy proceedings. Premiere Tax will be paid a flat monthly rate of $549. Premiere Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. Danny Fink, partner of Premiere Tax Consulting LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Premiere Tax can be reached at: Danny Fink PREMIERE TAX CONSULTING LLC 1101 About Town Place, Suite 200 Morgantown, WV 26508 Tel: (304) 992-7416 About M.F. Anwar M.D. Headquartered in Moundsville, West Virginia, M.F. Anwar M.D. Inc. -- http://www.anwareyecenter.com/-- operates the Anwar Eye Center, a comprehensive eye care and outpatient facility licensed by the state of West Virginia and certified by the Medicare program. Anwar Eye Center has one full-time cataract specialist and four part-time optometrists. M.F. Anwar M.D. Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. W.V. Case No. 18-00676) on July 17, 2018, listing $3,896,140 in total assets and $1,069,771 in total liabilities. The petition was signed by M.F. Anwar, owner. Martin P. Sheehan, Esq., at Sheehan & Nugent PLLC, serves as the Debtor's bankruptcy counsel. MIAMI BEVERLY: Plan to be Funded from Sale of Miami Real Properties ------------------------------------------------------------------- Miami Beverly, LLC, 1336 NW 60 LLC, Reverend LLC, 13300 Alexandria Dr Holdings LLC, and The Holdings At City, LLC filed a disclosure statement in support of their proposed plan of reorganization dated Sept. 25, 2018. The Debtors are each organized as Florida limited liability Companies, with mailing addresses of 99 Roberts Rd., Englewood Cliffs, NJ 07632. The Debtors' managing member is Denise Vaknin. The Debtors own the several real properties located in Miami, Florida. According to the Miami-Dade County, Florida property appraiser, the market value of all of the Debtors' Real Properties total $2,324,635. Pursuant to the Plan, the Debtors' real properties will be sold and secured and unsecured creditors will receive a distribution of 100% of their allowed ciaim(s). The means necessary for the execution of the Plan include the proceeds from the sale of the Real Properties. The Debtors may sell the Real Properties together or separately, using its business judgment, and upon Court approval. The Debtors have sought the approval of bid procedures, sale, and other related matters through the appropriate motion(s). The sale will be free and clear of any and all liens, claims, encumbrances and other interests. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/flsb18-14506-166.pdf About Miami Beverly Miami Beverly, LLC and its affiliates 1336 NW 60 LLC, Reverend, LLC, 13300 Alexandria Dr. Holdings, LLC and The Holdings at City, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 18-14506) on April 17, 2018. In the petition signed by Denise Vaknin, manager, Miami Beverly estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Laurel M. Isicoff presides over the cases. The Debtor tapped Leiderman Shelomith Alexander + Somodevilla, PLLC as its legal counsel. MIRARCHI BROTHERS: To Pay Unsecs. $55K Annually Over First 5 Years ------------------------------------------------------------------ Mirarchi Brothers, Inc. submit a disclosure statement describing its second amended plan of reorganization dated Sept. 25, 2018. Under the second amended plan, unsecured claims in Class 5 are estimated at $5,800,000. The Debtor proposes to pay Holders of Allowed Unsecured Claims an annual distribution of $55,000 over the first five 5 years and $350,000 for the next three years by making a once a year distribution on a pro rata basis on the Initial Distribution Date. In the previously proposed plan, holders of allowed unsecured claims were to be paid a 5% distribution payable over five years by making a once a year distribution on a pro rata basis of 1% commencing on the initial distribution date. A copy of the Latest Disclosure Statement is available for free at: http://bankrupt.com/misc/paeb16-12534-653.pdf About Mirarchi Brothers Mirarchi Brothers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-12534) on April 8, 2016. The petition was signed by Ralph Minarchi, Jr., president. The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. The case is assigned to Judge Jean K. FitzSimon. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Mirarchi Brothers, Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Hadco Metal Trading; (2) IBEW Local 126 Benefit Funds; and (3) U.S. Electrical Services, Inc. The Committee retained the law firm of Saul Ewing LLP as counsel, and Bederson LLP as accountant. MOUNT HOLLY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Mount Holly Hospitality, LLC 13 Juliustown Road Browns Mills, NJ 08015 Business Description: Mount Holly Hospitality, LLC is a privately held company in Browns Mills, New Jersey in the traveler accommodation industry. Chapter 11 Petition Date: October 3, 2018 Case No.: 18-29737 Court: United States Bankruptcy Court District of New Jersey (Trenton) Debtor's Counsel: John O'Brien, Esq. O'BRIEN & O'BRIEN 257 E. Lancaster Ave Wynnewood, PA 19096 Tel: 610-896-6360 E-mail: lawobrien@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Rishi Sheth, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-29737.pdf NEIGHBORS LEGACY: Seeks to Hire FTI Consulting, Retain CFO ---------------------------------------------------------- Neighbors Legacy Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire FTI Consulting and authorize Chad Shandler to continue to serve as its chief restructuring officer. FTI will substitute for CohnReznick LLC, the firm initially employed by Neighbors Legacy and its affiliates to provide restructuring services in connection with their Chapter 11 cases. Mr. Shandler, who was designated as CRO while still employed with CohnReznick, left the firm on August 31 and joined FTI. FTI has agreed to continue the compensation arrangement under the services agreement between the Debtors and CohnReznick, which was previously approved by the court. The Debtors will pay FTI a monthly, non-refundable advisory fee of $120,000 for the CRO's services, and a completion fee of $250,000 payable upon confirmation of a plan of reorganization or liquidation; the sale of substantially all of their assets; or the restructuring of obligations under a credit agreement with their lenders. Meanwhile, the standard hourly rates for the temporary staff who will be assisting the CRO are: Senior Managing Directors $585 - $815 Directors/Sr. Directors/Managing Directors $450 - $675 Consultants/Senior Consultants $275 - $450 Administrative/Paraprofessionals $225 - $270 FTI is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Chad J. Shandler FTI Consulting 3 Times Square, 11th Floor New York, NY 10036 Phone: 212-247-1010 Fax: 212-841-9350 About Neighbors Legacy Holdings 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. EDMG, LLC, Neighbors Legacy Holdings and several affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-33836) on July 12, 2018. In the petition signed by Chad J. Shandler, its chief restructuring officer, the Debtor disclosed less than $50,000 in assets and less than $50,000 in liabilities. Shandler is with CohnReznick LLP. Judge Marvin Isgur presides over the cases. John F Higgins, IV, Esq., at Porter Hedges LLP, serves as counsel to the Debtors. They hired Houlihan Lokey Capital, Inc., as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on July 23, 2018. The committee hired Cole Schotz P.C. as its legal counsel. NICHOLS BROTHER: Seeks Oct. 31 Exclusive Period Extension --------------------------------------------------------- Nichols Brothers, Inc. and its affiliates jointly request the U.S. Bankruptcy Court for the Northern District of Oklahoma to extend the exclusive period in which to file a Chapter 11 plan until Oct. 31, 2018, and an extension of their exclusive period in which to obtain acceptance of the same for an additional 60 days thereafter, or until December 30, 2018. In the time since its filing, the Debtors have been implementing the repair plan of their oil and gas assets along with efforts to market and sell their assets and related matters. The Debtors contend that these efforts were delayed through protracted negotiations and circumstances surrounding the approval of the DIP loan and use of case collateral in this case, which was not approved until Aug. 1, 2018 -- two months after filing the Chapter 11 cases. In addition, the Debtors are currently negotiating an asset purchase agreement for the sale of substantially all the assets of W.O. Operating Company, Ltd., along with a sale motion and other related documents. Thus, the Debtors assert that their ability to formulate and submit a plan during this period of time has been rendered difficult under these circumstances. Nevertheless, the Debtors have drafted a Chapter 11 plan and disclosure statement that they believe is consistent with the terms of the order approving the DIP financing and that will provide for an efficient and economical liquidation of their assets. The Debtors' plan and disclosure statement is currently being evaluated by the DIP Lenders and Pre-Petition Lenders. Moreover, the Official Committee of Unsecured Creditors has been advised of the basic terms of the plan. Certain of the DIP Lenders and Pre-Petition Lenders, as well as the Committee, have responded favorably to the concept of the proposed plan but have requested more time to review and evaluate the specific terms and provisions of the same. However, in abundance of caution and to account for unforeseen contingencies, the Debtors are seeking, with the consent of the DIP Lenders and Pre-Petition Lenders, an extension of the exclusive period in which to file and seek approval of a Chapter 11 plan, pending finalization of the Debtors' proposed plan and accompanying disclosure statement. The Debtors contends that they have been in bankruptcy less than four months and have not previously requested an extension of the exclusive period in which to file and gain acceptance of a Chapter 11 plan. The current exclusive period is set to expire on October 1, 2018. About Nichols Brothers Nichols Brothers, Inc., and its subsidiaries are primarily focused on oil and gas production operating 400 producing wells, which are generally considered "stripper wells" in the industry. The business group is owned and operated by Richard and Orville Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma. Nichols Brothers and its subsidiaries filed voluntary petitions (Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the petition signed by Richard Nichols, president, Nichols Brothers disclosed $10,388 in assets and $32.87 million in liabilities. The case is assigned to Judge Terrence L. Michael. Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel; Padilla Law Firm, serves as special counsel to the Debtor; and Koehler & Associates, Inc., as its chief restructuring officer. The U.S. Trustee for Region 20 on June 22, 2018, appointed an official committee of unsecured creditors. The Committee retained Rosenstein Fist & Ringold, as counsel. OOTZIE PROPERTIES: Hires Allen B. Dubroff as Counsel ---------------------------------------------------- Ootzie Properties – CB, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Allen B. Dubroff, Esquire & Associates, LLC, as counsel to the Debtor. Ootzie Properties requires Allen B. Dubroff to: a. give the Debtor legal advice with respect to its powers and duties as a Debtor-in-Possession; b. prepare on behalf of the Debtor as Debtor-in-Possession necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor as which may be necessary herein. Allen B. Dubroff will be paid based upon its normal and usual hourly billing rates. The firm will be paid a retainer in the amount of $10,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Allen B. Dubroff, sole member of Allen B. Dubroff, Esquire & Associates, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Allen B. Dubroff can be reached at: Allen B. Dubroff, Esq. ALLEN B. DUBROFF, ESQUIRE & ASSOCIATES, LLC 1500 JFK Boulevard, Suite 1030 Philadelphia, PA 19102 Tel: (215) 568-2700 E-mail: allen@dubrofflawllc.com About Ootzie Properties – CB Ootzie Properties -- CB, LLC, filed as a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at South 24th and Hwy. 275 Industrial Council Bluffs, IA 51501. Ootzie Properties -- CB, LLC, based in Philadelphia, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-16398) on Sept. 26, 2018. In the petition signed by Anthony A. Cerone, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Eric L. Frank presides over the case. Allen B. Dubroff, Esq., at Allen B. Dubroff, Esquire & Associates, LLC, serves as bankruptcy counsel. OPEN ROAD: Seeks Authorization on Cash Collateral Use ----------------------------------------------------- Open Road Films, LLC, and affiliates request the U.S. Bankruptcy Court for the District of Delaware to authorize the use of cash collateral to be utilized in the bankruptcy process to continue and conclude their robust marketing and sale process. The Debtors have an urgent and immediate need for the use of cash collateral considering that they have not obtained post-petition financing. As such, without the use of cash collateral, the Debtors will not be able to fund, among other things, payroll for their current employees and other expenses during the transition into bankruptcy that are necessary to preserve value for creditors. The Debtors seek authority to use Cash Collateral in an amount consistent with the expenditures described in a 13-week cash collateral budget. The Debtor projects total restructuring outflows of approximately $3,807 from Filing Date through Nov. 30, 2018. Open Road Films, as borrower, Open Road Releasing, LLC, as Pledgor, the guarantors referred to therein, Bank of America, N.A., as lender and L/C Issuer and each of the lenders party thereto, and Bank of America, N.A., as administrative agent, are party to that certain Senior Secured Credit Agreement. As of the Petition Date, the outstanding aggregate principal amount owing under the Senior Secured Credit Agreement was $90,750,000, and secured by first-priority security interests in and liens on substantially all of the Debtors' property, including their cash. The Debtors are unaware of any party other than Bank of America and the Prepetition Secured Lenders that has a lien or other interest in respect of any of the Cash Collateral. The Prepetition Secured Parties will granted liens on all property of the Debtors or their respective estates, now existing or hereinafter acquired, and the proceeds thereof. The Adequate Protection Liens will be junior only to (a) valid, binding and perfected Specified Permitted Encumbrances, (b) valid liens in existence as of the Petition Date that are perfected subsequent to such date as permitted by section 546(b) of the Bankruptcy Code, and (c) payment of the Carve Out. In addition to the Adequate Protection Liens, the proposed adequate protection package includes superpriority claims for and certain payments to the Prepetition Secured Parties. The Secured Indebtedness, Senior Secured Liens, Diminution Claim, Adequate Protection Liens, and Adequate Protection Superpriority Claims will be subordinate to a Carve Out, which include fees and expenses payable to the Court and the U.S. Trustee, certain pre- and post-termination professional fees, and certain employee-related obligations. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/deb18-12012-6.pdf About Open Road Open Road Films, LLC, together with its affiliated debtors, is an independent distributor of motion pictures in the United States and licenses motion pictures in ancillary markets, principally to home entertainment, pay television, subscription and transactional video-on-demand, free television, and other non-theatrical entertainment distribution markets. Open Road Films, LLC, and its affiliates sought Chapter 11 protection (Bankr. D.Del. Lead Case No. 18-12012) on Sept. 6, 2018. Open Road estimated assets and debt of $100 million to $500 million. The Hon. Laurie Selber Silverstein is the case judge. Young Conaway Stargatt & Taylor, LLP, led by Robert F. Poppiti, Jr., Esq., Michael R. Nestor, Esq., Sean M. Beach, Esq., Ian J. Bambrick, Esq. serves as counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP, led by Michael L. Tuchin, Esq., Jonathan M. Weiss, Esq., Sasha M. Gurvitz, Esq. also serves as counsel to the Debtors. FTI Consulting, Inc. acts as restructuring advisors and Donlin Recano & Company is claims and noticing agent to the Debtors. OPPENHEIMER PARTNERS: Ct. Nixes MidFirst Bid to Reopen Ch. 11 Case ------------------------------------------------------------------ Bankruptcy Judge Paul Sala denied MidFirst Bank's motion to reopen Oppenheimer Partners Properties, LLP's chapter 11 bankruptcy case to enforce the Debtor's plan confirmation order. Oppenheimer's bankruptcy schedules listed MidFirst as a secured creditor with a lien on an apartment building named Zazu Panee, located at 1502 E. Osborn Road in Phoenix ("Project"). Midfirst asserted that cause exists to reopen the case because Oppenheimer has sold its primary asset and put Oppenheimer's long-term repayment at risk. Oppenheimer asserted that no cause exists to reopen this case where it has fully performed all of its obligations under the plan that the Court confirmed in 2013. MidFirst sought to reopen Oppenheimer's bankruptcy case because it believes that the sale of the Project violates the Modified Plan. According to MidFirst, the Plan required Oppenheimer to operate the Project to pay creditors. In essence, MidFirst argues that if Oppenheimer wanted to sell the Project, it was required to pay MidFirst’s unsecured claim in full. Oppenheimer asserts that the Modified Plan does not dictate Oppenheimer's post-confirmation business operations and does not prohibit the sale of the Project. Oppenheimer argued that where it is current on its Modified Plan payment obligation, no cause exists to reopen the bankruptcy case. A court's decision to reopen is entirely within its sound discretion, based upon the circumstances of each case. In exercising this discretion, the Court may consider numerous factors cited in In re Consol. Freightways Corp., including (1) the benefit to creditors, (2) the benefit to debtor,(3) the prejudice to affected parties,(4) the availability of relief in other forums,(5) whether the estate has been fully administered,(6) the length of time between the closing of the case and the motion to reopen, and (7) good faith. After weighing the Consolidated Freightways factors, the Court does not believe that cause exists to reopen the case. The parties consented to confirmation of the Modified Plan more than five years ago. The parties agree that since that time Oppenheimer has satisfied its obligations under the Modified Plan and the B Note. The Modified Plan makes clear that the Project revested in Oppenheimer post-confirmation subject to the obligations set forth in the Modified Plan. Those obligations included secured claims with liens on the Project and unsecured claims with no security. The secured claims were paid on the Project's sale as bargained. MidFirst did not bargain for payment of its unsecured claim on sale. Where neither the Modified Plan nor the B Note require the immediate payment of MidFirst's unsecured claim, and where Oppenheimer is current on its payment obligations on the B Note, no cause exists to reopen the case. Accordingly, the motion to reopen is denied. A copy of the Court's Memorandum Decision dated Sept. 28, 2018 is available for free at: http://bankrupt.com/misc/azb2-11-33139-375.pdf About Oppenheimer Partners Properties Oppenheimer Partners Properties LLP owns and operates a 184-unit residential apartment complex in Phoenix, Arizona. Oppenheimer purchased the property in June 2007 for $12 million through a combination of cash and a construction loan totaling $12.4 million. Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011. Judge Sarah Sharer Curley presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Eric Hamburger, managing partner. Robert C. Warnicke, Esq., at Warnicke Law PLC, serves as counsel to the Debtor, replacing Gordon Silver. PACIFIC DRILLING: Court Approves Terms of Equity Rights Offering ---------------------------------------------------------------- Bankruptcy Judge Michael E. Wiles approved with misgivings the terms under which additional equity capital will be raised in connection with the proposed plan of reorganization filed by Pacific Drilling S.A. and affiliates. The proposed arrangements were negotiated during the course of a mediation supervised by former Judge Peck. The participants in the mediation included certain holders of fully secured obligations, a separate ad hoc group of holders of three classes of secured debts that apparently are undersecured, and Quantum Pacific, the majority equity owner. As originally proposed in early August, the structure was similar to one that has become increasingly common in Chapter 11 cases. More particularly, the proposal called for $400 million to be raised through a rights offering. The opportunity to participate in the rights offering would be provided only to holders of the three classes of undersecured debts. Those holders would be given the opportunity to buy common stock at a 46.9 percent discount to the stipulated and expected value of that equity under the plan. In addition, the proposal called for a private placement of $100 million pursuant to which the so-called Ad Hoc Group would have the exclusive right to buy additional stock, which would be sold for $100 million but at the same 46.9 percent discount to expected plan value. According to Judge Wiles, he cannot help but continue to be skeptical based on the evidence he has as to the proposed backstop fee and the alleged need for it in this case. That is particularly true as to the Ad Hoc Group's own commitments to exercise their rights in the rights offering. They have ample economic incentive to exercise those rights and, in fact, participated in structuring those rights to make them attractive to themselves. They have already committed to exercise their rights as part of a Plan Support Agreement with other parties. Judge Wiles is concerned is that nobody else was given a similar opportunity, which raises the possibility again that the backstop fee is really just an extra payment and an extra recovery rather than a reasonable, stand-alone financing term. But, on the other hand, while Judge Wiles expressed his own concerns many times over the past several weeks in the hearings on this matter, not one of the relevant indenture trustees and not a single holder of any of the relative debts has come forward to complain about the proposed terms. Instead, the Debtors and all of the other parties have in unison asked the Court to approve the revised arrangements. Judge Wiles may be skeptical about what the evidence would show if objections were filed. He hopes that in the future when these structures are presented, the parties will explore in more detail the issues and concerns raised. But this is the wrong case in which to make rulings, particularly based only on skepticism. The Court has to rule on the evidence that is actually before it. While the Court has strong doubts, those doubts are not enough, without more and without any objections, for the Court to reject the terms that the parties have negotiated and for which they have sought approval. So the Court will approve the revised arrangements that have been presented. A copy of the Court's Bench Decision dated Oct. 1, 2018 is available for free at: http://bankrupt.com/misc/nysb17-13193-631.pdf Counsel for Debtors: Albert Togut Kyle J. Ortiz TOGUT, SEGAL & SEGAL LLP One Penn Plaza New York, NY 10119 altogut@teamtogut.com kortiz@teamtogut.com Counsel for Quantum Pacific: Jay M. Goffman George R. Howard SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036 jay.goffman@skadden.com george.howard@skadden.com Counsel for the Ad Hoc Group of Bondholders: Andrew N. Rosenberg PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 About Pacific Drilling Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel but was later replaced by Togut, Segal & Segal LLP; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC, as executive compensation and benefits consultant; Ince & Co LLP and Jones Walker LLP as special counsel; and Prime Clerk LLC as claims and noticing agent. The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. William K. Harrington, U.S. Trustee for Region 2, on Aug. 23 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Pacific Drilling S.A. PACIFIC DRILLING: Increases Equity Rights Offering to $450MM ------------------------------------------------------------ Pacific Drilling S.A. and certain of its affiliates submit a third amended disclosure statement for their third amended joint plan of reorganization dated Sept. 25, 2018. The third amended plan modifies several principal financing transactions. These exit transactions are amended as follows: * A $460 million equity rights offering that will provide Holders of Allowed Term Loan B Claims, 2017 Notes Claims, and 2020 Notes Claims with subscription rights to purchase up to 58.9% of the common shares of Reorganized PDSA outstanding on the Effective Date at a price that represents an implied 46.9% discount to a stipulated plan equity value of $1,472 million (based on a total enterprise value of $2,075 million) subject to dilution by the new equity issued pursuant to the management incentive plan to be implemented by Reorganized PDSA, as approved by the New Board of Reorganized PDSAon or after the Effective Date. * A $40 million private placement to QPGL that will obligate QPGL to purchase 5.1% of the aggregate number of New Common Shares outstanding on the Effective Date, subject to conditions, and subject to dilution by the new equity issued pursuant to the Management Incentive Plan. In the previous plan, the equity rights offering was $350 million and the private placement was $100 million. A full-text copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb17-13193-610.pdf About Pacific Drilling Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel but was later replaced by Togut, Segal & Segal LLP; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive compensation and benefits consultant; Ince & Co LLP and Jones Walker LLP as special counsel; and Prime Clerk LLC as claims and noticing agent. The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. William K. Harrington, U.S. Trustee for Region 2, on Aug. 23 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Pacific Drilling S.A. PEPPERELL MILLS: Oct. 16 Continued Cash Collateral Hearing ---------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts granted Pepperell Mills Limited Partnership's Renewed Motion for Entry of a Third Interim Order Providing Adequate Protection and Use of Cash Collateral, subject to the Debtor's filing of a further agreed budget through the continued hearing which will be held on Oct. 16, 2018 at 11:00 a.m. A copy of the Order is available at http://bankrupt.com/misc/mab18-11804-76.pdf About Pepperell Mills Pepperell Mills Limited Partnership, based in Fall River, Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 18-11804) on May 15, 2018. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Christine Laudon, president of Pepperell Mills Associates, general partner. Judge Joan N. Feeney presides over the case. John M. McAuliffe, Esq., at John McAuliffe & Associates, P.C., serves as counsel to the Debtor. PERIWINKLE PARTNERS: Hires Robert N. Bassel as Bankruptcy Counsel ----------------------------------------------------------------- Periwinkle Partners LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Robert N. Bassel, Esq., as bankruptcy counsel to the Debtor. Periwinkle Partners requires Robert N. Bassel to assist and provide legal services to the Debtor in connection with the bankruptcy proceedings. Robert N. Bassel will be paid at the hourly rate of $300. Robert N. Bassel received from the Debtor a retainer of $8,000, of which $1,717 was used for the filing fee and $3,900 was applied to prepetition legal fees, leaving a balance retainer of $2,383. Robert N. Bassel will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert N. Bassel, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robert N. Bassel can be reached at: Robert N. Bassel, Esq. PO Box T Clinton, MI 49236 Tel: (248) 677-1234 E-mail: bbassel@gmail.com About Periwinkle Partners Periwinkle Partners LLC, based in Sanibel, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-06721) on Aug. 13, 2018. In the petition signed by Charles Phoenix, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. Robert N. Bassel, Esq., is the Debtor's bankruptcy counsel. PGT INNOVATIONS: Moody's Hikes CFR to B1 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service upgraded PGT Innovations, Inc.'s Corporate Family Rating to B1 from B2 and its Probability of Default Rating to B1-PD from B2-PD. Moody's also upgraded the rating on the company's first lien senior secured credit facility, consisting of $270 million ($72 million outstanding) term loan due 2022 and $40 million revolver expiring in 2021 to Ba1 from Ba2, and the rating on $315 million senior unsecured notes due 2026 to B2 from B3, and affirmed its Speculative Grade Liquidity Rating at SGL-2. The rating outlook was changed to stable from positive. The ratings upgrades reflect PGT's repayment of $152 million of its first lien term loan with the proceeds of the public offering of common stock in mid-September, which resulted in the company's leverage declining towards 3.4x from approximately 4.5x pro forma for the Window Systems acquisition earlier in July. The resulting relatively modest leverage is consistent with the B1 rating category given the company's operating profile and geographic concentration. Additionally, PGT's EBITA to interest coverage improves to 3.6x from 3.0x and free cash flow is expected to increase modestly to a range of $30 to $35 million due to lower interest expense. The ratings upgrades also incorporates favorable trends in the residential and repair & remodeling end markets and growing customer awareness of the benefits provided by the impact-resistant product, which are expected to support the company's organic revenue and earnings growth over the next 12 to 18 months. Going forward Moody's also anticipates PGT to benefit from the increased scale and geographic and product diversity through the recent acquisition of WWS. The following rating actions were taken: Issuer: PGT Innovations, Inc.: Corporate Family Rating, upgraded to B1 from B2 Probability of Default Rating, upgraded to B1-PD from B2-PD $40 million first lien senior secured revolving credit facility expiring in 2021, upgraded to Ba1 (LGD2) from Ba2 (LGD2) $270 million ($72 million outstanding) first lien senior secured term loan due 2022, upgraded to Ba1 (LGD2) from Ba2 (LGD2) $315 million senior notes due 2026, upgraded to B2 (LGD4) from B3 (LGD5) Speculative Grade Liquidity Rating, affirmed at SGL-2 Rating outlook, changed to stable from positive. RATINGS RATIONALE PGT's B1 Corporate Family Rating reflects: 1) the company's leading market position in the niche product category of impact-resistant windows and doors in Florida and the improved revenue scale, product and region diversification as per the recent acquisition of WWS; 2) modest leverage of 3.4x Moody's-adjusted debt to EBITDA in line with the rating category; 3) strong operating margins and positive free cash flow generation; 4) its consistent consolidation and focus on windows and doors manufacturing as reflected by its Asset Purchase Agreement with Cardinal LG Company in 2017 as well as its acquisitions of WWS in 2018, WinDoor in 2016 and CGI in 2014; 5) growing customer awareness of the benefits of the impact-resistant product in the hurricane-prone regions and Moody's expectations of the favorable housing market conditions to drive demand over the next 12 to 18 months. At the same time the rating is constrained by: 1) the company's geographic concentration, with 75% of sales generated in Florida and product line concentration with 72% of revenue coming from the impact-resistant windows and doors; 2) cyclicality of the residential end markets exposing the company to protracted industry downturns; 3) vulnerability to inclement weather conditions; and 4) risks related to acquisitive growth strategy, which include leverage increases, potential integration challenges and risk of acquired businesses performing below expectations. The stable rating outlook reflects Moody's view that over the next 12 to 18 months PGT will benefit from the favorable end market trends and the growing awareness of the impact-resistant product, and will successfully integrate the recently acquired business. PGT has a Speculative Grade Liquidity rating of SGL-2, indicating a good liquidity profile. Its liquidity is supported by its expectation of solid free cash flow generation in the range of $30 to $35 million, maintenance of the majority of its $40 million revolving credit facility available, and the flexibility provided by the springing financial covenant of total net leverage, which is not anticipated to be tested. The ratings could be upgraded if the company increases its revenue scale well above $1 billion and continues to improve geographic diversity, maintains leverage below 3.0x Moody's-adjusted debt to EBITDA and EBITA to interest coverage above 4.0x, while generating strong free cash flow with FCF to debt metrics in the mid teens. The company's ratings could be downgraded if it loses significant market share, if end markets demonstrate weakening trends, if adjusted debt to EBITDA leverage is sustained above 4.0x and EBITA to interest coverage below 3.0x, or if the company experiences a material deterioration in its liquidity profile. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. PGT Innovations, Inc., headquartered in North Venice, Florida, is a leading manufacturer and supplier of impact-resistant windows and doors in the US. PGT founded in 1980, was a pioneer in the impact-resistant window & door market. The company produces high-end, premium and mass-custom aluminum windows and doors for the residential repair and remodeling and new construction markets, and markets its products under PGT Custom Windows & Doors, CGI Windows and Doors and WinDoor brands. In the last twelve months ended June 30, 2018, PGT generated approximately $570 million in revenue and nearly $700 million pro forma for WWS. PIONEER HEALTH: Trust's Objection to PHS of Monroe's Plan Overruled ------------------------------------------------------------------- Bankruptcy Judge Neil P. Olack entered an order overruling Jamison Trust's objection to the confirmation of Pioneer Health Services of Monroe County Inc.'s plan without payment of its administrative expenses. The four general categories of Jamison Trust's opposition to the Plan are that: (1) the Court's estimation of its administrative expense claim for feasibility purposes denies Jamison Trust procedural due process; (2) Jamison Trust's administrative expense claim is undisputed and, therefore, not subject to estimation by the Court; (3) the Debtors have failed to satisfy their burden of proof on all issues; and (4) none of the prior final orders of the Court relating to the sale of the Aberdeen Hospital is binding on Jamison Trust. Jamison Trust contends that the Plan Proponents failed to comply with section 365 when PHS and PHS of Monroe assumed the Jamison Trust Lease and, thus, the Plan is not confirmable because section 1129(a)(2) requires that the Plan Proponents comply with all applicable provisions of the Bankruptcy Code. According to Jamison Trust, the Plan is not confirmable because PHS of Monroe failed to pay the Cure Amount when it assumed the Jamison Trust Lease pursuant to the Omnibus Assumption Order. For that same reason, Jamison Trust also contends that the Plan Proponents proposed the Plan in bad faith, and the Plan is not confirmable under section 1129(a)(3). Additionally, Jamison Trust contends that its claim for payments due under section 365 constitutes an administrative expense claim under section 503(b). The Court finds that the liquidation of Jamison Trust's administrative expense claim in the Jamison Trust Litigation would unduly delay the administration of the Lead Bankruptcy Case. In the Jamison Trust Adversary, the deadline for discovery did not expire until after the Confirmation Hearing on September 10, 2018, and no trial date has been set. The Court is satisfied that it would substantially delay the administration of the Lead Bankruptcy Case if Jamison Trust's claim were not estimated for the purpose of determining the Plan's feasibility. The Court also finds that Jamison Trust's claim is unliquidated and, therefore, subject to estimation. Jamison Trust argues that the estimation process deprives it of due process to the extent it limits the allowance of its administrative expense claim in the Jamison Trust Litigation in an amount less than $685,344.46. The Committee and the Debtors deny any deprivation of due process but insist that its proposed reserve of $370,863 does set a limit on Jamison Trust's recovery regardless of the ultimate outcome of the Jamison Trust Litigation. The Court already has determined that its estimation of Jamison Trust's administrative expense claim will not necessarily have a preclusive effect upon the ultimate disposition of the Jamison Trust Litigation. Jamison Trust's assertion that its $685,344.46 administrative expense claim is undisputed is also unsupported by the record. After the Plan Proponents rested their case in support of confirmation of the Plan, the Court provided Jamison Trust an opportunity to present its case. According to counsel for Jamison Trust, the reason it chose not to offer any evidence was because the Debtors had the burden of proving that the Plan met the requirements of section 1129(a). Even so, the burden of persuasion and of going forward with the estimation of its administrative expense was with Jamison Trust as the party asserting the claim. Jamison Trust next suggested that the bankruptcy schedules of PHS of Monroe supports its claim, but the schedules showed only an unsecured claim of $50,001, consisting of three monthly rent payments of $16,667. The Court finds that Jamison Trust failed to meet its burden of proving the estimation of its claim at any amount more than the proposed reserve amount of $370,863. A full-text copy of the Court's Opinion and Order dated Oct. 2, 2018 is available for free at: http://bankrupt.com/misc/mssb16-01119-3665.pdf About Pioneer Health Services Pioneer Health Services, Inc., provides healthcare services to rural communities, and own and manage rural critical access hospitals. Pioneer Health Services and its debtor-affiliates, including Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, commenced a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. Joseph S. McNulty, III, its president, signed the petitions. Pioneer Health Services estimated $10 million to $50 million in assets and liabilities. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as special counsel to the Debtor. Henry Hobbs, Jr., acting U.S. trustee for Region 5, appointed an official committee of unsecured creditors on April 19, 2017. The Committee retained Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. PRIME PROPERTY: Unsecureds to Receive 34% of Allowed Claims ----------------------------------------------------------- Prime Property Investments, LLC, filed a small business disclosure statement relating to its chapter 11 plan dated Sept. 23, 2018. General unsecured creditors are classified in Class 3 and will receive a distribution of 34% of their allowed claims. All non-discharged unsecured debts will be paid in equal monthly installments until Dec. 31, 2021. The plan will be financed by rental income from the Debtor's two properties and by profits from the short-term renovation projects managed by Thomas Miller. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes of $24,000. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txsb18-32268-41.pdf About Prime Property Investments, LLC Prime Property Investments, LLC is a Texas Limited Liability Company that holds record title to two single family dwellings (the "Dwellings") in the Houston area, namely 5139 Howcher and 5739 Flamingo. Its primary business is the renovation and sale of single family dwellings but from time-to-time its business also involves renting real property. Prime Property Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32268) on April 30, 2018. In the petition signed by Thomas Miller, managing member, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Robert Francis Gilbert, Esq., at Gilbert Mandke PLLC. PYRAMID QUALITY: Hires Gudeman & Associates as Counsel ------------------------------------------------------ Pyramid Quality Solutions & Innovations, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Gudeman & Associates, P.C., as counsel to the Debtor. Pyramid Quality requires Gudeman & Associates to represent and assist the Debtor in all facets of the reorganization and the Chapter 11 bankruptcy proceedings. Gudeman & Associates will be paid at these hourly rates: Edward J. Gudeman $350 Brian Rookard $300 Legal Assistants $100 Gudeman & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward J. Gudeman, a partner at Gudeman & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gudeman & Associates can be reached at: Edward J. Gudeman, Esq. Brian A. Rookard, Esq. GUDEMAN AND ASSOCIATES, P.C. 1026 West 11 Mile Road Royal Oak, MI 48067 Tel: (248) 546-2800 E-mail: ejgudeman@gudemanlaw.com About Pyramid Quality Solutions & Innovations Pyramid Quality Solutions and Innovations, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 18-52932) on Sept. 21, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Edward J. Gudeman, Esq., at Gudeman & Associates, P.C. QUE GOLAZO: Seeks 45-Day Exclusivity Period Extension ----------------------------------------------------- Que Golazo Inc. requests the U.S. Bankruptcy Court for the District of Puerto Rico for 45 days extension for the Exclusivity Period and for the filing of the Disclosure Statement and Plan of Reorganization and allows a term of 60 days, after the order approving the Disclosure Statement is entered, to procure votes for said Plan. The Debtor asserts that there are still pending negotiations with the creditors that need to be resolved prior to the filing of the Disclosure Statement and Plan of Reorganization. The Debtor assures the Court that it is meeting its obligations as Debtor in possession and Monthly Operating Reports have been filed and quarterly fees have been paid. The Debtor believes that any extension of time will not harm any creditors but rather it will increase the possibilities of a successful reorganization. About Que Golazo Based in San Juan Puerto Rico, Que Golazo, Inc., filed a Chapter 11 petition (Bankr D.P.R. Case No. 18-01468) on March 19, 2018. In the petition signed by its president, Horacio Tierno Copioli, the Debtor estimated assets of less than $50,000 and debts under $500,000. Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office, is the Debtor's counsel, and Jimenez Vazquez & Associates, PSC, as its accountant. RED FORK (USA): Has Final Nod on Cash Collateral Use Thru Dec. 21 ----------------------------------------------------------------- The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas has signed a final order authorizing Red Fork (USA) Investments, Inc.'s and EastOK Pipeline, LLC's use of cash collateral. Subject to the terms and conditions of the Final Order, the Debtors are authorized to use Cash Collateral solely for the purposes set forth in the Budget, and only up to the respective aggregate amount of disbursements set forth in the Budget during the period beginning on the Petition Date and ending on the Termination Date, subject to the Permitted Variance. The Debtors' authorization to use Cash Collateral will cease, on the earliest to occur of the following: (a) December 21, 2018; (b) the occurrence of an Event of Default under the Final Order; (c) the closing of a sale of all or substantially all assets of the Debtors; or (d) confirmation of a chapter 11 plan in these Cases. The Debtors are required to maintain their existing operating accounts at West Texas National Bank with account numbers ending xxxxxxx838 and xxxxxxx846 as debtor-in-possession accounts and will close all other deposit accounts of the Debtors. In addition, the Debtors will immediately segregate, remit and deposit all Cash Collateral in the Debtors’ possession, custody or control, or which the Debtors may receive in the future, into the DIP Accounts. However, all cash proceeds from the Sale will be segregated, remitted and/or deposited pursuant to the PSA and Sale Order. Pursuant to that certain Credit Agreement, Guggenheim Corporate Funding, LLC, as administrative agent and collateral agent for the Prepetition Lenders, made certain loans and advances to Red Fork, secured by the Mortgages and Security Agreement. Pursuant to that certain Subsidiary Guaranty Agreement executed by Red Fork, EastOK, and Prairie Gas Gathering, LLC, as guarantors, unconditionally, absolutely and irrevocably guaranteed the payment and performance of all Secured Obligations arising under the Credit Agreement and the other Indebtedness Documents. As of the Petition Date, the Debtors were indebted to Guggenheim and Prepetition Lenders under the Indebtedness Documents in the aggregate amount of not less than $188,466,432, consisting of (a) unpaid principal in the amount of not less than $188,011,396, (b) accrued but unpaid interest (including prepetition default interest) in the amount of not less than $455,036, plus (c) all other fees, expenses, charges and other amounts due under the Credit Agreement and the other Indebtedness Documents, and all other Obligations owing under the Indebtedness Documents as of the Petition Date. Guggenheim is holding, and will continue to hold, $802,284.50 in proceeds of the Loans in a segregated account owned and controlled by Guggenheim ("Retention Account"), which Loan proceeds will be transferred to the DIP Accounts on a twice-monthly basis. The Debtors will at all times maintain a minimum aggregate balance of $150,000 in the DIP Accounts as additional assurance for payment of obligations that may become due and payable by the Debtors to Trey Resources under and pursuant to that Services and Operating Agreement among the Debtors and Trey Resources. Guggenheim, for the benefit of the Prepetition Lenders, will have and maintain a perfected lien and security interest in and upon the DIP Accounts and all funds contained therein or evidenced thereby, subject only to Permitted Liens, the Carve Out, and the Operational Carve Out amount of $150,000. Guggenheim is granted with the following forms of adequate protection: (a) Adequate Protection Liens. In addition to all existing security interests and liens granted to or for the benefit of Guggenheim in the Prepetition Collateral (including the Cash Collateral), Guggenheim is granted the Adequate Protection Liens of the same extent, validity, and priority as the Prepetition Liens in the Prepetition Collateral (including the Cash Collateral) on all the Adequate Protection Collateral. (b) Adequate Protection Superpriority Claims. Guggenheim, for and on behalf of the Prepetition Lenders, is also granted the Adequate Protection Superpriority Claim as permitted under Bankruptcy Code sections 503(b) and 507 for and to the extent of any Diminution in Value for the interests of the Prepetition Agent and the Prepetition Lender in Prepetition Collateral. (c) Adequate Protection Payments. Guggenheim and Prepetition Lenders are also granted the Adequate Protection Payments for their reasonable and documented fees, costs and expenses incurred in connection with the Cases (including, without limitation, the fees and expenses of Haynes and Boone, LLP as counsel for the Prepetition Agent). (d) Asset Disposition Program. The Debtors will effectuate an asset disposition program in accordance with the terms set forth in the Final Order. A full-text copy of the Final Order is available at http://bankrupt.com/misc/txwb18-70116-91.pdf About Red Fork (USA) Investments and EastOK Pipeline Red Fork (USA) Investments, Inc., and EastOK Pipeline, LLC, are in the business of oil and gas drilling and exploration with various assets located in Oklahoma. Red Fork and EastOK sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-70116 and 18-70117) on Aug. 7, 2018. In the petitions signed by Eugene I. Davis, president and sole Board member, each debtor estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Tony M. Davis presides over the cases. The Debtors tapped Dykema Cox Smith as their legal counsel. RED VENTURES: Moody's Ups CFR to B1 & Alters Outlook to Pos. ------------------------------------------------------------ Moody's Investors Service upgraded Red Ventures, LLC's Corporate Family Rating to B1 from B2 and changed the outlook to positive. In connection with this rating action, Moody's assigned B1 ratings to the company's first-lien credit facilities consisting of a repriced $1.635 billion first-lien term loan, $250 million first-lien term loan add-on and new $450 million revolving credit facility, which will be upsized from $200 million. The Probability of Default Rating (PDR) was affirmed at B2-PD to reflect its use of a 65% mean family recovery rate given that the new debt capital structure will consist entirely of first-lien bank debt. Following is a summary of the rating actions: Issuer: Red Ventures, LLC Ratings Upgraded: Corporate Family Rating to B1 from B2 Ratings Affirmed: Probability of Default Rating -- B2-PD Issuer: Red Ventures, LLC (Co-Borrower: New Imagitas, Inc.) Ratings Assigned: $ 450 Million Senior Secured First-Lien Revolving Credit Facility due 2023 -- B1 (LGD3) $ 1,885 Million (includes $250 Million Add-On) Senior Secured First-Lien Term Loan due 2024 -- B1 (LGD3) Outlook Actions: Issuer: Red Ventures, LLC Outlook, Changed to Positive from Stable Proceeds from the first-lien term loan add-on will be used to repay the existing second-lien term loan. The repricing and upsizing of the first-lien credit facilities will be executed via new cusip numbers, requiring Moody's to assign new ratings. The assigned ratings are subject to review of final documentation and no material change to the terms and conditions of the transaction as advised to Moody's. Moody's will withdraw the ratings and LGD assessments on the existing first-lien credit facilities and second-lien term loan at transaction close. RATINGS RATIONALE The CFR revision to B1 reflects the company's reduced financial leverage and the prospect for continued deleveraging. Moody's estimates financial leverage on a pro forma basis of 4.6x total debt to EBITDA (Moody's adjusted at LTM June 30, 2018, excluding one-time transaction costs associated with acquisitions and restructuring costs) after incorporating Bankrate's EBITDA for the four-month period from July 1, 2017 through November 7, 2017 that Red Ventures did not own Bankrate and applying debt repayments of $437 million that occurred in July with proceeds from a recent equity raise plus cash flow from operations. As a result of the capital raise, leverage has declined at a faster-than-expected pace. The rating upgrade also reflects its expectation for positive free cash flow generation since non-recurring cash costs have diminished and capital expenditures are projected to be relatively low (1-2% of pro forma revenue). Negative free cash flow of -$14 million at LTM June 30, 2018 was primarily a function of one-time costs associated with the Bankrate acquisition, restructuring costs to achieve cost savings and higher-than-normal capital expenditures in 2H17 related to construction of a new facility at the company's headquarters (completed in Q417). Notably, Red Ventures generated positive free cash flow in 1H18 as capital expenditures and operating expenses reverted to historical levels. Moody's expects continued positive free cash flow generation over the rating horizon and project Red Ventures will convert around 30-50% of EBITDA to free cash flow, or approximately 10-20% of Moody's adjusted debt The B1 rating is supported by Red Ventures' best-in-class online customer acquisition platform designed around a performance-based revenue model, loyal client relationships and a proprietary analytics platform that has consistently delivered comparatively higher customer traffic and sales conversions than its clients' in-house marketing programs. The company maintains high adjusted EBITDA margins around 40% and a fast growth profile that Moody's believes will continue to benefit from the secular shift of brand marketing spend and consumer purchase activity from traditional channels to online platforms. While Moody's believes the Bankrate acquisition boosts Red Ventures' scale, diversifies its traffic sources and helps to enhance its financial institution client base given Bankrate's strong brand as the leading authority, publisher, aggregator and distributor of online personal finance content, Moody's also notes that Bankrate's revenue is susceptible to certain factors beyond its control such as interest rate changes or increases/decreases in housing activity that affect consumer purchases, which Moody's factors in the B1 rating. Additional factors that constrain the rating include Red Ventures' exposure to potentially cyclical marketing revenue, absence of meaningful international diversification, high customer and end market concentrations, and event-risk such as M&A and dividend distributions related to equity sponsor ownership. Red Ventures has an acquisitive growth strategy. Thus far, it has successfully integrated acquisitions without any missteps, however the possibility of another sizable acquisition could pose integration challenges and lead to volatile credit metrics in the future. With respect to distributions, Red Ventures' distribution policy was revised to reduce the discretionary dividend payout over the near-term to facilitate quick deleveraging associated with the Bankrate acquisition debt. However, the company may seek opportunities in the future to pay a sizable cash distribution to its shareholders. Over the rating horizon, Moody's expects the company will maintain very liquidity with the potential for small tuck-in acquisitions, avoid dividend recapitalizations and pay negligible distributions facilitating free cash flow generation for debt reduction. Rating Outlook The positive rating outlook reflects its expectation that Red Ventures will experience continued deleveraging over the near-term (barring another large debt-financed acquisition), driven by both EBITDA expansion and debt reduction given the company's EBITDA growth prospects, "asset-lite" operating model and new favorable tax structure that facilitate conversion of a good amount of EBITDA to positive free cash flow. Growth expectations are bolstered by its belief that online advertising will continue to expand at a 10-13% CAGR to support Red Ventures' organic revenue growth in the 12-18% range. The positive outlook also acknowledges management's commitment to quickly de-lever to reach its leverage target of 3x total debt to EBITDA (on an as-reported basis) by reducing discretionary distributions over the rating horizon thereby increasing free cash flow to continue to make voluntary debt repayments. What Could Change the Rating -- Up - Revenue growth and EBITDA margin expansion leading to consistent and increasing positive free cash flow generation and sustained reduction in total debt to GAAP EBITDA leverage below 4.0x (Moody's adjusted) (4.6x pro forma as of LTM June 30, 2018). - Free cash flow to adjusted debt of at least 6% (-0.6% as of LTM June 30, 2018). - Red Ventures would also need to increase scale, maintain at least a good liquidity profile and exhibit prudent financial policies. What Could Change the Rating -- Down - Financial leverage sustained above 5.0x total debt to GAAP EBITDA (Moody's adjusted). - EBITDA growth is insufficient to maintain free cash flow to adjusted debt of at least 2%. - Market share erosion, significant client losses, sub-par organic revenue growth, weakened liquidity or if Red Ventures engages in leveraging acquisitions or sizable shareholder distributions. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Fort Mill, South Carolina, Red Ventures, LLC is a wholly-owned operating subsidiary of Red Ventures Holdco, LP, a leading technology-enabled customer acquisition company that uses direct response web-based marketing to procure customers and increase online traffic for leading brands. The company provides design, content and development services together with automated data-driven media and bespoke technology platforms to create marketing campaigns that maximize sales, increase brand exposure and enrich consumer insights. Red Ventures' management and employees own 48% of the company, while private equity firms, Silver Lake Partners, General Atlantic, ICONIQ and other investors own the remaining 52%. Revenue totaled $1.03 billion for the twelve months ended June 30, 2018. RENAISSANCE PARTNERS: Lakeside Objects to Amended Plan ------------------------------------------------------ Lakeside Construction Services, LLC objects to Renaissance Partners, LLC's first amended combined plan and disclosure statement. Lakeside repeats and reurges the arguments stated and authorities cited in its objection to the original plan. The Amended Plan does not cure most of Lakeside's objections to the Debtor's original plan. In particular, as noted in the first objection, the Debtor cannot confirm a plan where old equity takes the equity in the reorganized debtor for a pittance that it contends is "new value" unless that pittance is made subject to higher and better offers in a public auction. The Amended Plan also overstates the claim of JD Bank. Lakeside has been informed by JD Bank that the current payoff as of September 17, 2018, including attorneys' fees, would be no more than $1,541,000. A copy of Lakeside's Objection is available for free at: http://bankrupt.com/misc/lawb18-50024-101.pdf As previously reported by the Troubled Company Reporter, the General Premise of the Plan is that David Groner, Michael Valls, and Edward Bell will pay Renaissance $40,000 in new value to retain their current ownership interests in the Debtor. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/lawb18-50024-78.pdf Attorneys for Lakeside Construction Services, LLC: J. Eric Lockridge (#30159) Wade R. Iverstine (#317930 KEANMILLER LLP II CITY PLAZA 400 CONVENTION STREET, SUITE 700 P. O. BOX 3513 (70821-3513) BATON ROUGE, LA 70802 PHONE: (225) 387-0999 FAX: (225) 388-9133 About Renaissance Partners Based in New Iberia, Louisiana, Renaissance Partners, LLC, is a privately-held company that owns a real property located at 1278 School Street, 1230 Main Street, Hackberry, Louisiana, valued by the company at $1.65 million. Renaissance Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-50024) on Jan. 9, 2018. David Groner, member, signed the petition. At the time of the filing, the Debtor disclosed $1.92 million in assets and $2.22 million in liabilities. Judge Robert Summerhays presides over the case. The Debtor hired Weinstein & St. Germain, LLC, as its legal counsel. RENAISSANCE PARTNERS: Plan Not Feasible, Creditor Complains ----------------------------------------------------------- Creditor Carla Renee Miller filed an objection to Renaissance Partners, LLC's first amended combined plan and disclosure statement. The Creditor objects to the Debtor's Disclosure Statement in its current form because it fails to provide adequate information that would enable creditors to make an informed judgment about the Plan. The Disclosure Statement states that, under the Plan, holders of allowed Class 7 claims will receive payments resulting in "a 45% dividend." However, the Disclosure Statement fails to discuss the "absolute priority rule" of Section 1129(b)(2)(B). Thus, creditors in Class 7 are not informed that (i) they are entitled to full payment before there can be any recovery for equity unless they otherwise consent, (ii) the Plan cannot be confirmed without their consent, and (iii) by voting in favor of the Plan, they are agreeing to take less of what they would otherwise be entitled to under the "absolute priority" rule. Further discussion of the absolute priority rule is set forth infra. The Disclosure Statement also provides insufficient information about the Plan's feasibility. The Debtor must provide the Court and voting constituencies with sufficient information to make a feasibility determination. The Debtor must also provide concrete evidence in support of the projections it has included in its Disclosure Statement. The Creditor also objects to the Debtor's Plan and contends that it is unconfirmable in its current form. The Plan cannot be confirmed until all claims are fixed and determined. Thus, until Creditor's claim has been fixed and determined as to amount, all creditors are deprived of adequate knowledge regarding the effect of the proposed plan terms on their respective claims and the repayment thereof. The Plan is not feasible. Ultimately, the Plan raises issues that require litigation. More likely, they will prevent confirmation of the Plan. The costs of such a confirmation process would further reduce the Debtor's limited cash balances, further impairing its viability. These costs would also ultimately reduce the recoveries realized by creditors and other stakeholders. A copy of the Creditor's Objection is available at: http://bankrupt.com/misc/lawb18-50024-98.pdf The Troubled Company Reporter previously reported that under the plan, Renaissance will use the new value contributed and the cash generated by operations to pay unsecured creditors a pro rata portion of $182,000 or the full allowed amount of their claims, whichever is less, over seven years, and to pay secured creditors over time. Based on unsecured claims not covered by insurance proceeds of $402,530.57, these payments will result in a 45% dividend to unsecured creditors. All allowed unsecured claims will be paid a pro-rata portion of $6,500 per quarter until all allowed unsecured claims are paid in full. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/lawb18-50024-78.pdf Counsel for Starla Renee Miller: James E. Sudduth, III, #35340 Kourtney L. Kech, #37745 SUDDUTH & ASSOCIATES, LLC Lake Charles, Louisiana 70605 (337) 480 - 0101 (Telephone) (337) 419 - 0507 (Facsimile) About Renaissance Partners Based in New Iberia, Louisiana, Renaissance Partners, LLC, is a privately-held company that owns a real property located at 1278 School Street, 1230 Main Street, Hackberry, Louisiana, valued by the company at $1.65 million. Renaissance Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-50024) on Jan. 9, 2018. David Groner, member, signed the petition. At the time of the filing, the Debtor disclosed $1.92 million in assets and $2.22 million in liabilities. Judge Robert Summerhays presides over the case. The Debtor hired Weinstein & St. Germain, LLC, as its legal counsel. REVOLUTION MONITORING: Taps Eric A. Liepins as Legal Counsel ------------------------------------------------------------ Revolution Monitoring, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, 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. Eric Liepins, Esq., the attorney who will be handling the case, charges $275 per hour. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm received a retainer of $5,000, plus the filing fee. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About Revolution Monitoring Revolution Monitoring is a healthcare services provider in Dallas, Texas. Revolution Monitoring sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-42152) on Sept. 27, 2018. In the petition signed by Jeremiah Titus Vance, president, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. ROCKAWAY WORKFORCE: Klestoff to Fund 50% Payment to Unsecureds -------------------------------------------------------------- Rockaway Workforce Housing Partners, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement dated September 19, 2018, explaining its Chapter 11 case. The Disclosure Statement provides that under the Plan, for purposes of expediency and financial clarity and simplicity, the Debtor is proposing to use professional consultants to design and process a new residential subdivision map for the Pacifica property. The subdivision will be limited to the "by right" housing that was identified as being legally permissible, on a "by right" basis, in the 2017 Cushman & Wakefield appraisal. The Secured Creditor previously completed a similar type residential subdivision on land in Pacifica located less than 1 mile from the Debtor's Pacifica land. An example of a similar proposal made by Secured Creditor which formed the basis of the 2013 Cushman & Wakefield appraisal, upon which that property appraised at approximately $20,000,000. Additionally, the Secured Creditor's completed Pacifica subdivision is listed as Sales Comparable No. 4 in the Cushman & Wakefield 2017 appraisal giving significant credibility to the viability of the Debtor's Plan. According to the City of Pacifica's Housing Element which is filed with the State of California, in conjunction with the new State of California housing laws passed in September 2016 and September 2017, the Debtor's planned subdivision map should be approved within approximately 8 months from the time of submission. The Debtor will either refinance the property or obtain a construction loan with a land draw that will be sufficient to pay the Secured Creditor all sums that will become due on August 31, 2019. The Debtor will also have created a conservation easement on some portion of the Pacifica property prior to August 31, 2109, as required by existing agreements between the parties, or it will pay the Secured Creditor the $1,000,000 conservation fee on August 31, 2020. If the Debtor elects not to create a conservation easement on some portion of the Pacifica property prior to August 31, 2019 and is therefore required to pay the $1,000,000 conservation fee to the Secured Creditor, the installment note securing the $1,000,000 fee will be subordinated, pursuant to its existing terms, to all required construction financing secured by the Debtor after obtaining all required approvals for the new residential subdivision. Michael Klestoff, has acquired an equity stake in the owner of the Debtor. He will be providing the necessary equity capital to pay for all financial commitments and proposals contained in the Plan, including all current payments to the Secured Creditor and all costs of obtaining approvals for the new residential subdivision map on the Debtor's Pacifica property. The subdivision approvals will be pursued in accordance with the 2016 and 2017 California State housing legislation, which will allow for the expedited processing due to the need for affordable housing and the need to approve housing in a sufficient amount that will allow the City of Pacifica to comply with the State requirements to provide their fair share of housing units by 2023, which is in excess of 400 units. The fair share of housing required to be approved by the City of Pacifica can be seen in the attached 2016 Housing Element Annual Report which was filed by the City of Pacifica with the State of California. All cities and counties in California are required to file this Annual Report with the State so the State can monitor the progress of these jurisdictions in complying with their requirement to provide new housing. Immediately on the Effective Date, Mike Klestoff will provide the equity funds necessary and pay the Secured Creditors the $142,194.53 interest payment that was due and payable to them from the Debtor on August 31, 2018. Mr. Klestoff will also be making the 4% contract interest ($5,924.77 per month) to the Secured Creditor on a monthly basis, effective September 1, 2018. At the same time Mr. Klestoff will pay the unsecured creditors $13,526 which represents 50% of the amount they are owed. The unsecured creditors will receive the remaining 50% amount within 6 months of the confirmation date of the Plan. There are no administrative expenses that are owing or need to be paid by the Debtor at this time. However Debtor’s counsel will be filing a fee request in the near future. Outstanding attorney fees and costs as of August 31, 2018, after application of the retainer, are $14,356.75. All classes of creditors will be completely paid under the Plan. If the Plan is not approved, the unsecured creditors will not be paid and the Secured Creditors will foreclose on the property via a public sale. It is uncertain the amount of funds that will be realized by the Secured Creditor if it was to proceed with a foreclosure sale. The Disclosure Statement further provides that the Debtor is not a company with on-going business operations. Its sole purpose was to acquire, hold and develop the Pacifica property. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y9da6cpx at no charge. About Rockaway Workforce Rockaway Workforce Housing Partners, LLC, is a privately-held company in Stateline, Nevada, engaged in activities related to real estate. Rockaway Workforce sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50535) on May 22, 2018. In the petition signed by John Hickey, president, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Bruce T. Beesley presides over the case. John White, Esq., at White Law Chartered serves as the Debtor's bankruptcy counsel. SARAI SERVICES: 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. ------ -------- Sarai Services Group, Inc. 18-82948 3405 Triana Boulevard SW Huntsville, AL 35805 SSGWWJV, LLC 18-82949 3405 Triana Boulevard SW Huntsville, AL 35805 Sarai Investment Corporation 18-82950 3405 Triana Boulevard SW Huntsville, AL 35805 CM Holdings, Inc. 18-82951 3405 Triana Boulevard SW Huntsville, AL 35805 Business Description: Sarai Services Group, Inc., together with its subsidiaries, is a privately held company in Huntsville, Alabama that specializes in logistics, program management and information technology. Chapter 11 Petition Date: October 3, 2018 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Hon. Clifton R. Jessup Jr. Debtors' Counsel: Tazewell Taylor Shepard, IV, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. 303 Williams Avenue, Suite 1411 Huntsville, AL 35801 Tel: 256-512-9924 Fax: 256-512-9837 Email: ty@ssmattorneys.com Each Debtor's Assets: $1 million to $10 million Each Debtor's Debt: $1 million to $10 million The petitions were signed by James Mitchell, CEO. A full-text copy of Sarai Services Group's petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/alnb18-82948.pdf A full-text copy of SSGWWJV, LLC's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alnb18-82949.pdf A full-text copy of Sarai Investment's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alnb18-82950.pdf A full-text copy of CM Holdings' petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/alnb18-82951.pdf SKY-SCAN INC: Wants to Continue Using Cash Collateral Until Jan. 4 ------------------------------------------------------------------ Sky-Skan Incorporated requests the U.S. Bankruptcy Court for the District of New Hampshire for authority for the continued use the cash collateral of the Internal Revenue Service and Coastal Capital, LLC, to pay the costs and expenses incurred by the Debtor in the ordinary course of business between the weeks ending Oct. 12, 2018 through the weekend ending Jan. 4, 2019. During the Use Period, the Debtor intends to: (i) continue fulfilling orders, servicing its customers and performing all aspects of its operations; (ii) continue to make payroll and to pay its necessary suppliers, utilities, insurance premiums and service providers; (iii) and pay its professionals (upon approval by this Court of appropriate fee applications). The Budget shows, among other things, that: (a) the Debtor proposes to use $1,482,833 ("Maximum Use Amount") of its $1,822,854 in revenue during the Use Period to pay costs and expenses incurred in the ordinary course of business; (b) the Debtor will be able to pay the costs and expenses incurred in the ordinary course of business during the Use Period, if it has the ability to spend the Maximum Use Amount; and (c) the Debtor should have a remaining positive cash of $372,133 at the end of the Use Period. The Debtor proposes and believes that the cash collateral will be adequately replaced during the Use Period such that the IRS and/or Coastal will be in a better position by allowing this use, than it would be if there was an immediate cessation of the business. The Debtor has communicated with the IRS and the IRS previously requested the Debtor to insert the following terms: (a) The IRS will be granted a continuing postpetition security interest in all assets the Debtor owned on the Petition Date or acquired after the filing of the Chapter 11 case, except for so-called Chapter 5 claims, to the same extent and priority as the liens held at the commencement of the case. (b) The IRS, by and through its agents or representatives, will have access to and the right to inspect the Debtor's assets and properties during normal business hours and with a right of the Debtor to propose an alternative, if required for business reasons. (c) Upon reasonable notice, the Debtor will permit the IRS to inspect, review and copy any financial records of the Debtor. These records will be made available at the Debtor's place of business. (d) Since February 2018 the Debtor has been paying into escrow at the Tamposi Law Group the monthly sum of $14,054. Payments have been made and will continue to be made on the 15th day of each month. Payments will continue each month thereafter until confirmation of the Debtor's Chapter 11 Plan. The funds will be applied to the secured debt of the IRS and/or Coastal and/or the Debtor administrative creditors as their interests may ultimately be adjudicated or by consensual agreement. (e) The Debtor will timely file all post-petition tax returns on the due date with the appropriate IRS office. A copy of all tax returns will be provided to the IRS within two business days of submission by either mailing the same to Gail Irving, Bankruptcy Specialist, Internal Revenue Service, Insolvency Unit, P.O. Box 9502, Portsmouth, NH 03802-9502, or by facsimile transmission to the attention of Gail Irving at 855-876-3986. (f) The Debtor will timely pay each federal tax deposit as it accrues (when payroll is made) by electronic transfer or through a federal depository payable to the Debtor's depository institution. (g) The Debtor will maintain all insurance policies including workers compensation, general liability, fire, and casualty. The Debtor believes its limited use of cash collateral during the Use Period will permit it to maintain essential business operations, thereby preserving the value of the estate, until confirmation of a plan of reorganization. The Debtor proposes to give the IRS and Coastal valid, binding, enforceable and automatically perfected liens on all of the Debtor's after acquired cash collateral arising post-petition to the same extent and in the same priority as such lien existed prior to the Petition Date. A full-text copy of the Motion is available at http://bankrupt.com/misc/nhb17-11540-311.pdf About Sky-Skan Inc Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SOUTHERN MISSISSIPPI: Hires The Dummer Law as Special Counsel ------------------------------------------------------------- Southern Mississippi Funeral Service, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ The Dummer Law Group, as special counsel to the Debtor. Southern Mississippi requires The Dummer Law to represent the Debtor in the case styled Stephen Hilton, Jennifer Hilton, Southern Mississippi Holding Company, LLC, Southern Mississippi Carriage Services, LLC, and Southern Mississippi Funeral Service, LLC v. Matthews International Corporation, Matthews Cremation Division, Matthews Environmental Solutions, Tate Michael Spaulding, and John Does 1-10, in the Southern District of Mississippi in Case No. 1:17cv225-HSO-JEG. The Dummer Law will be paid as follows: -- 35% of the gross recovery from the Defendants by judgment or settlement, as a contingency fee; -- in the event that any Judgment in the lawsuit is appealed, the firm will prosecute or defend such appeal with the contingency fee of 45% of gross recovery; Stephen W. Dummer, partner of The Dummer Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Dummer Law can be reached at: Stephen W. Dummer, Esq. THE DUMMER LAW GROUP 770 Water Street Biloxi, MS 39530 Tel: (228) 392-2300 E-mail: sdummer@sdb-law.com About Southern Mississippi Funeral Service Southern Mississippi Funeral Service, LLC -- https://www.smfs.us/ -- offers burial or graveside services, cremation services, memorial services, and specialty funeral services. Southern Mississippi Funeral Service filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 18-51483) on July 31, 2018. In the petition signed by Stephen A. Hilton, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Katharine M. Samson presides over the case. Patrick A. Sheehan, Esq., at Sheehan Law Firm, is the Debtor's counsel. The Dummer Law Group, as special counsel. SUPERIOR HOSPICE: Superior Home Hires Husch as Special Counsel -------------------------------------------------------------- Superior Hospice of McAllen, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Husch Blackwell, LLP, as special appellate medicare and litigation counsel to the Debtor, Superior Home Health Services, LLC. Superior Home requires Husch to: a. assist, advise and represent the Debtor, Superior Home, in appeals, litigation and negotiations associated with the Debtor's 2009 Medicare Judgment; and b. assist with administrative hearings. Husch will be paid at these hourly rates: Attorneys $485 to $500 Legal Assistants $220 to $275 Husch will be paid a retainer in the amount of $10,000. Husch will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael R. Crowe, a partner at Husch Blackwell, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Husch can be reached at: Michael R. Crowe, Esq. HUSCH BLACKWELL, LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701-4093 Tel: (512) 472-5456 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. The Debtors are affiliates of Big Guns Petroleum, Inc., which sought bankruptcy protection on March 13, 2018 (Bankr. W.D. Tex. Case No. 18-50569). Superior Home Health Services, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-50597) on March 16, 2018. The petitions were signed by Belinda Juarez, president. The Debtors estimated assets of less than $500,000 and liabilities of less than $1 million. Smeberg Law Firm, PLLC, serves as the Debtors' legal counsel. The Hon. Ronald B. King is assigned to the case. Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Superior Home Health Services, LLC 18-50597 Superior Home Health of Eagle Pass, LLC 18-50598 Superior Home Health of San Antonio, LLC 18-50599 Superior Hospice of McAllen, LLC 18-50600 Superior Hospice of Del Rio, LLC 18-50601 Superior Hospice, LLC 18-50602 An order was entered in March 2018 directing the joint administrative of the chapter 11 cases of Superior Hospice of McAllen, LLC, Superior Hospice, LLC,Superior Home Health Services, LLC, Superior Home Health of San Antonio, LLC, Superior Home Health of Eagle Pass, LLC, and Superior Hospice of Del Rio, LLC. The Superior Hospice of McAllen's case is the lead case. TIMBER RIDGE: Bensoussan Buying Hampshire Youth Camp for $1.6M -------------------------------------------------------------- Timber Ridge, Inc., asks the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of a 70 acre youth summer camp near in Hampshire County, West Virginia, and its personal property, including camper lists, books, records and all other assets used in the operation of the camp, to Abraham Bensoussan of Bnei Levy, Inc., for $1.6 million, subject to overbid. On Sept. 3, 2018, the Purchaser executed a letter of intent dated Aug. 31, 2018 to purchase the Debtor's Property. The parties will negotiate the terms of a definitive asset purchase agreement. The Debtor will supplement the Sale Motion as soon as a definitive asset purchase agreement is executed by the Debtor and the Purchaser. The Debtor asks the authority to sell, convey and transfer the Property to the Purchaser in accordance with an asset purchase agreement which will be filed with the Court. It asserts that such a sale will maximize the value of Property for the estate and benefit interested parties. The asset purchase agreement will provide for the sale all of the Property to the Purchaser. All of the Property is to be sold free and clear of all liens, claims, interests and encumbrances for $1.6 million. The Debtor proposes to conduct an auction to maximize the sale price of the Property at prior to the hearing on the approval of the Sale Motion, which will take place before the Court at the date and time set by the Court. The Sale is conditioned upon, inter alia, the Court entering a final, non-appealable Sale Order satisfactory to the Debtor and the successful bidder. The Debtor asserts that the Purchaser's offer is the highest and best offer that the Debtor has received to date. The sale of the Property, time being of the essence, will be a sale in "as is, where is" condition, without representations or warranties of any kind whatsoever, and the Purchaser has inspected the Property and is purchasing the Property solely on the basis of such inspections, and not as a result of any representation of any kind whatsoever by the Debtor or any agents or representatives of the Debtor, except as otherwise set forth in the Motion. The Debtor asks that, unless a party asserting a prepetition lien, claim or encumbrance on any of the Property timely objects to the Sale Motion, such party will be deemed to have consented to any sale approved at the sale hearing. It asks that the Court authorizes the sale of the Property free and clear of any liens, claims, interests and encumbrances. Finally, the Debtor asks that the Sale Order be effective immediately upon entry and that the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) be waived. About Timber Ridge Timber Ridge, Inc., owns in fee simple a real property located at 759 Timber Ridge Camp Road, High View, WV 26808 having an appraised value of $2.12 million. Timber Ridge, Inc., based in High View, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 18-00380) on April 25, 2018. In the petition signed by Frederick Greenberg, president, the Debtor disclosed $2.12 million in assets and $2.95 million in liabilities. The Debtor hired Bernstein-Burkley, P.C., as its bankruptcy counsel; and Glass Jacobson Financial Group as accountant. TOPS HOLDING II: Senior Secured Notes Claimants to Get 46.5%-59.3% ------------------------------------------------------------------ Tops Holding II Corporation and its affiliates filed a disclosure statement in support of its amended joint chapter 11 plan of reorganization dated Sept. 25, 2018. Under the latest plan, each holder of an Allowed Senior Secured Notes Claim in Class 3 will receive such holder's Pro Rata share of (i) the New Second Lien Notes and (ii) 100% of the New Equity Interests, subject to dilution by New Equity Interests issued or issuable pursuant to the Management Incentive Plan, under which (i) Cash awards in an aggregate amount of $3.6 million shall be granted and (ii) 10% of the New Equity Interests outstanding on a fully diluted basis issued on the Effective Date shall be issued and reserved for issuance to certain of the Reorganized Debtors' employees. Approximate percentage recovery for this class is 46.5%-59.3%. Percentage recovery for Senior Secured Notes Claimants was not provided in the initial plan. A full-text copy of the Latest Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb18-22279-638.pdf About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. The Debtors hired Weil, Gotshal & Manges LLP as their legal counsel; Hilco Real Estate, LLC as real estate advisor; Evercore Group L.L.C. as investment banker; FTI Consulting, Inc., and Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. The committee tapped Morrison & Foerster LLP as its legal counsel, and Zolfo Cooper, LLC, as its financial advisor and bankruptcy consultant. TOYS "R" US: Propco I Hires Cushman as Real Estate Advisor ---------------------------------------------------------- Toys "R" Us Property Company I, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Cushman & Wakefield U.S., Inc., as real estate advisor to the Propco I Debtor. Propco I requires Cushman to: a. use good faith, diligent efforts, at Cushman sole cost and expense, to obtain a satisfactory purchaser or tenant for the properties of the Debtor, known as 1624 Army Court, Stockton, CA; 7106 Geoffrey Circle, Way Frederick, MD; and 380 Highway 42 South, McDonough, GA, on such terms as are acceptable to the Propco I Debtors; b. negotiate the business terms of each purchase and sale or lease agreement on behalf of the Propco I Debtors and in the Propco I Debtors' best interest, subject to the Propco I Debtors' review and approval; and c. cooperate with other licensed real estate brokers representing purchasers or tenants subject to the terms of the Listing Agreement. Cushman will be paid as follows: -- 1.15% commission of the gross sales; -- 4.5% commission of the aggregate rentals for the 7106 Geoffrey Circle, and the 1624 Army Court properties; 4% for the 380 Highway 42 South property. Adam Spies, chairman-capital markets of Cushman & Wakefield U.S., Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cushman can be reached at: Adam Spies CUSHMAN & WAKEFIELD U.S., INC. 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 841-7500 About Toys "R" Us Property Company I, LLC 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 -- 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. TS ARMS LLC: Hires Tameria S. Driskill as Counsel ------------------------------------------------- TS Arms, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Tameria S. Driskill, LLC, as counsel to the Debtor. TS Arms, LLC, requires Tameria S. Driskill to: a. give the Debtor-in-Possession legal advice with respect to its powers and duties as a debtor-in-possession; b. negotiate and formulate a plan of reorganization under Chapter 11; c. deal with secured claim holders regarding adequate protection and arrangements for payment of the Debtor's debts and contesting the validity of claims or liens; d. prepare the necessary petition, schedules, statements, answers, orders, reports and other required legal documents, including amendments thereto; and e. provide all other legal services which may become necessary in the Chapter 11 case. Tameria S. Driskill will be paid at the hourly rate of $325. Tameria S. Driskill will be paid a retainer in the amount of $15,000, and the $1,717 filing fee. Tameria S. Driskill will also be reimbursed for reasonable out-of-pocket expenses incurred. Tameria S. Driskill, partner of Tameria S. Driskill, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tameria S. Driskill can be reached at: Tameria S. Driskill, Esq. TAMERIA S. DRISKILL, LLC PO Box 8505 Gadsden, AL 35902 Tel: (256) 546-5591 About TS Arms, LLC TS Arms, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ala. Case No. 18-03928) on Sept. 26, 2018, estimating under $1 million in assets and liabilities. The Debtor hired Tameria S. Driskill, LLC, as counsel to the Debtor. UNITED NATURAL: Moody's Assigns B1 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B1 Corporate Family Rating and a B1-PD Probability of Default Rating to United Natural Foods, Inc. Concurrently, Moody's assigned a B2 rating to the company's new proposed senior secured term loan and a Speculative Grade Liquidity rating of SGL-2. Proceeds of the new debt will be used to finance UNFI's acquisition of SUPERVALU, INC. and refinance existing debt. The ratings outlook is stable. The ratings are subject to completion of the transaction and review of final documentation. "UNFI has a leading position in a growing and attractive market niche for natural, organic and specialty foods and the SUPERVALU acquisition will increase scale and create significant synergies in a low-margin, fixed cost business where topline growth is essential to improve profitability", Moody's Vice President Mickey Chadha stated. "However the acquisition comes with significant execution and integration risks and will materially weaken UNFI's credit metrics with lease adjusted proforma debt/EBITDA increasing to over 6.0x excluding synergies, from about 1.7x prior to the transaction", Chadha further stated. Assignments: Issuer: United Natural Foods, Inc Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B1 Senior Secured Term Loan, Assigned B2 (LGD4) Outlook Actions: Issuer: United Natural Foods, Inc Outlook, Assigned Stable RATINGS RATIONALE UNFI's B1 Corporate Family Rating is supported by its good liquidity, its formidable size in food distribution and its leadership position in the fast growing natural, organic and specialty food business. The acquisition of SUPERVALU will further diversify UNFI's customer base as well as it product offerings and has the potential for improved profitability and growth through leveraging fixed costs of the distribution operation and about $185 million in estimated cost synergies over 4 years related to the transaction. The transaction will also reduce UNFI's sales concentration to Whole Foods from about 38% of total sales prior the acquisition to about 18% on a combined basis. However, the transaction comes with high execution and integration risks. At the closing of the transaction UNFI's lease adjusted leverage proforma for the divestiture of the retail operations and excluding any synergies will increase significantly to over 6.0x on a combined basis due to approximately $1.4 billion in combined incremental debt to finance the acquisition. Moody's expects debt/EBITDA (as adjusted by Moody's) to improve to around 5.0 times about 18 months after closing as synergies are realized, debt is reduced and top line continues to grow. However, UNFI management has never operated with such high leverage and any missteps in integration can result in further deterioration in the company's credit profile. Moody's views the planned divestiture of SUPERVALU's retail business as a positive as it was a drag on the company's overall operating performance and is not the core business for UNFI. However, Moody's believes that SUPERVALU's operating profits will remain pressured due to the highly competitive and challenging business environment for its wholesale distribution customers which are primarily independent food retailers or small retail grocery chains. These customers are being squeezed by larger, better capitalized traditional supermarkets and alternative food retailers thereby pressuring their growth and profitability. The stable rating outlook reflects its expectation that UNFI will be successful in realizing planned synergies and will reduce leverage through EBITDA growth and debt reduction while maintaining good liquidity and balanced financial policies including but not limited to acquisitions. Ratings could be upgraded if the company demonstrates sustained growth in sales, and profitability and maintains good liquidity while successfully integrating SUPERVALU's operations. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.75 times and EBITA/interest expense is sustained above 2.25 times. Ratings could be downgraded if operating performance deteriorates or the integration is not executed as planned such that debt/EBITDA is sustained above 5.75 times or EBITA/interest is sustained below 1.75 times. Ratings could also be downgraded if liquidity deteriorates or if acquisition activity causes deterioration in cash flow or credit metrics. UNFI is a leading distributor of natural, organic and specialty foods and non-food products in the United States and Canada. Proforma for the SUPERVALU acquisition the company will have over 60 distribution centers and over $22 billion in revenue. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. UNIVERSAL HOSPITAL: Moody's Hikes CFR to B1, Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded Universal Hospital Services, Inc.'s Corporate Family Rating to B1 from B2 and its Probability of Default Rating to B1-PD from B2-PD. Moody's also assigned a B1 rating to the company's proposed first lien credit facilities. The company's Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-2. The rating outlook remains stable. Proceeds from the new credit facilities, cash on hand and newly issued common equity will be used to fund Federal Street Acquisition Corp's acquisition of UHS in a transaction valued at approximately $1.74 billion. Following the merger, which is expected in the fourth quarter of 2018, UHS will be a subsidiary of FSAC (which will be renamed Agiliti) and will be a publicly traded company. There is no change to the B3 rating assigned to UHS's existing 7.625% notes due 2020. A mandatory redemption notice for these notes will issue on the closing date of the merger between UHS and FSAC. These notes will be redeemed 30 days after the redemption notice using proceeds from the $660 million deferred-draw term loan. Moody's will withdraw the ratings on the existing 2020 notes upon full repayment. The upgrade of UHS's Corporate Family Rating reflects Moody's expectations that following the merger the company will operate with more moderate financial leverage with debt/EBITDA expected to approach 4.75 times by the end of 2018. Moody's expects UHS will maintain its track record of consistent growth in revenues and earnings as it benefits from its market-leading position. The following ratings were upgraded: Corporate Family Rating to B1 from B2 Probability of Default Rating to B1-PD from B2-PD Speculative Grade Liquidity rating to SGL-1 from SGL-2 The following ratings were assigned: $150 million first lien revolving credit facility due 2023 at B1 (LGD4) $660 million delayed-draw first lien term loan due 2025 at B1 (LGD4) The following rating is unchanged: $645 million senior secured notes due 2020 at B3 (LGD4) The rating outlook remains stable. RATINGS RATIONALE UHS's B1 Corporate Family Rating reflects the company's moderate leverage as Moody's expects debt/EBITDA to approach 4.5 times in the next 12 months. The ratings also reflect the company's moderate scale, with revenues in excess of $500 million and limited free cash flow given its high (though declining, as a percentage of revenue) capital expenditure requirements. The ratings benefit from the company's national footprint, the diversity of its customer base and the breadth of products and services it offers to meet its client's needs. The stable outlook reflects Moody's expectations UHS will successfully execute its growth strategy which will result in improved operating earnings and free cash flow over time. Ratings could be upgraded if the company continues to improve its business diversification away from its legacy short-term equipment rental business, while improving operating performance. Quantitatively ratings could be upgraded if debt/EBITDA is sustained below four times and free cash flow to debt approaches 10%. Ratings could be downgraded if weakening operating trends, or material debt-financed acquisitions or shareholder distributions result in debt/EBITDA that is sustained above five times. Headquartered in Minneapolis, MN Universal Hospital Services, Inc. is a nationwide provider of health care technology management and service solutions. UHS owns or manages more than 800,000 units of medical equipment for more than 7,000 national, regional and local acute care hospitals and alternate site providers across the U.S. Revenues exceed $500 million. UHS has entered into a definitive merger agreement with Federal Street Acquisition Corp in a transaction that is expected to close in the fourth quarter of 2018. Following the merger the combined company will be a publicly traded company. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. URBAN OAKS: Taps Carlton Fields as Special Counsel -------------------------------------------------- Urban Oaks Builders LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Carlton Fields Jorden Burt as special counsel. The firm will provide legal services to the Debtor in connection with its request to remove the lawsuit filed by Southstar Capital Group I, LLC and two other companies against the Debtor in the Circuit Court of the Ninth Judicial Circuit in and for Osceola County, Florida (Case No. 2018-CA-000415); and to have the lawsuit transferred to the bankruptcy court. The Carlton Fields attorneys expected to have primary responsibility for providing the services and their hourly rates are: Jason Perkins $465 Scott Richards $455 Stephanie Ambs $410 Stephanie Ambs, Esq., an associate at Carlton Fields, disclosed in a court filing that the firm neither holds nor represents any interest adverse to the Debtor's estate. The firm can be reached through: Stephanie E. Ambs, Esq. Carlton Fields Jorden Burt 450 S. Orange Ave., Suite 500 Orlando, FL 32801-3370 Phone: 407.849.3588 Fax: 407.648.9099 Email: sambs@carltonfields.com About Urban Oaks Builders Urban Oaks Builders LLC is a privately-held company that provides residential building construction services. Urban Oaks Builders sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-34892) on Aug. 31, 2018. In the petition signed by Todd Hagood, vice-president, the Debtor estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Marvin Isgur presides over the case. The Debtor tapped Okin Adams LLP as its bankruptcy counsel; Baker Botts LLP as special litigation counsel; and Stout Risius Ross, LLC as financial advisor. VERITY HEALTH: Taps Cain Brothers as Investment Banker ------------------------------------------------------ Verity Health System Of California, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Cain Brothers, a division of KeyBanc Capital Markets Inc., as an investment banker. The services to be provided by the firm include assisting the company and its affiliates in connection with an "M&A transaction" or the possible sale, disposition or other business transactions involving all or a material portion of the equity or assets of the Debtors (); the restructuring of the Debtors' outstanding indebtedness; and any potential financing transaction. Cain Brothers will be compensated according to this fee arrangement: (1) Monthly Fee. A monthly fee of $150,000, due on the business day of each month. Any monthly fee paid to Cain Brothers will be credited once toward all transaction fees. (2) M&A Fee. Promptly upon the consummation of an M&A transaction, a non-refundable cash fee equal to 1% of the "aggregate transaction value" of such transaction or, in the case of an M&A transaction involving a VHS-related party, a fee equal to 0.50% of the aggregate transaction consideration. (3) Financing Fee. Promptly upon the consummation of a financing involving a solicitation process from third-party lenders, except a financing provided by a VHS-related party, a non-refundable cash fee equal to 0.75% of the total gross proceeds provided for in such financing from third-party lenders (including all amounts committed but not drawn down under credit lines, other indebtedness or other facilities). If a financing is provided by a VHS-related party, the financing fee shall be equal to 0.375% of the total gross proceeds provided for in such financing. (4) Restructuring Fee. Promptly upon consummation of the restructuring of each of these Verity affiliates, a non-refundable fee equal to: (a) $1,000,000 for St. Francis Medical Center; (b) $400,000 for Seton Medical Center; (c) $100,000 for Seton Medical Center Coastside; (d) $400,000 for O’Connor Hospital; (e) $100,000 for St. Louise Regional Hospital; and (f) $500,000 for St. Vincent Medical Center. (4) Transaction Fee. More than one "transaction fee" may come due under the engagement letter. To the extent a transaction qualifies as both an M&A transaction and a restructuring, Cain Brothers will only be paid the higher of the M&A fee and restructuring fee payable on account of such transaction, and the minimum fees for each M&A transaction shall be as follows: (a) for transactions with less than $10 million in aggregate transaction value, the minimum is $150,000; (b) for transactions with aggregate transaction value between $10 million and $24.999 million, the minimum fee is $350,000; (c) for transactions with aggregate transaction value between $25 million and $49.999 million, the minimum fee is $500,000; (d) for transactions with aggregate transaction value between $50 million and $149.999 million, the minimum fee is $1,000,000; (e) for transactions with aggregate transaction value between $150 million and $249.999 million, the minimum fee is $1,500,000; and (f) for transactions with aggregate transaction value in excess of $250 million, the minimum fee is $2,000,000. Cain Brothers is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: James Moloney Cain Brothers 601 California Street, Suite 1505 San Francisco, CA 94108 Phone: (415) 962-2961 / (415) 982-6536 Fax: (415) 398-3365 Email: jmoloney@cainbrothers.com About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by Richard Adcock, chief executive officer, the Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 17, 2018. VISUAL HEALTH: Seeks Authority on Continued Cash Collateral Use --------------------------------------------------------------- Visual Health Solutions, Inc., requests the U.S. U.S. Bankruptcy Court for the District of Colorado to authorize continued use of cash collateral pursuant to the budget. The proposed Budget provides total expenses of $174,701 for the month of October 2018 and $121,783 for the month of November 2018. Pursuant to that agreement reached between the Debtor and CoBiz Bank, on July 31, 2018, the Court entered an Order approving the use of cash collateral and providing: "Debtor is authorized to use cash collateral to August 31, 2018, pursuant to the Budget…The use of cash collateral shall automatically renew for an additional month through September 30, 2018 unless: (a) the Debtor fails to file a Plan of Reorganization on or before August 30, 2018; or (b) on or before August 10, 2018 any secured creditor with a lien on cash collateral files and objection with the Court and serves on the same date the objection upon counsel for the Debtor...The Debtor is authorized to extend the cash collateral use period for an additional two month period commencing October 1, 2018, on the same terms as in paragraph 1 above (that is, for one additional month plus a second month if an objection is not filed by October 10, 2018) on fourteen days notice with opportunity for a hearing provided to the U.S. Trustee and any parties that may have a security interest in cash collateral…" The Debtor has filed its proposed Plan of Reorganization and Disclosure Statement and has obtained exit financing. The Debtor needs the continued use of cash collateral to proceed through the Plan Solicitation and confirmation process. A copy of the Debtor's Motion can be viewed at: http://bankrupt.com/misc/cob17-18643-200.pdf About Visual Health Solutions Headquartered in Fort Collins, Colorado, Visual Health Solutions, Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia content, including medical animations, medical illustrations, and interactive graphics for the healthcare industry. Visual Health Solutions' multimedia medical library content includes 3D medical animations, medical device animations, pharmaceutical MOA animations, multimedia programs, medical illustrations, and interactive anatomy models. Visual Health partners with hospitals to create new patient education content and pharmaceutical companies to assist with sales training and product launch or development. Visual Health Solutions filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017. In the petition signed by CEO Paul Baker, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Judge Elizabeth E. Brown presides over the case. Aaron A Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel to the Debtor. Weinman & Associates, is the Debtor's special investigation counsel. WACHUSETT VENTURES: Brockton Exclusive Period Moved to Oct. 24 -------------------------------------------------------------- The Hon. Frank J. Bailey the U.S. Bankruptcy Court for the Northern District of West Virginia, at the behest of WV-Brockton SNF, LLC, has entered a bridge order extending the exclusive period during which only Brockton may file a chapter 11 plan through and including the later of (a) Oct. 24, 2018, or (b) the date the Court enters an order on the exclusivity extension motion. In its Motion, Brockton stated that it has sought an extension of its exclusive period within which to file a chapter 11 plan to Nov. 24, 2018 and (ii) the exclusive period to solicit acceptances of their chapter 11 plan to Jan. 19, 2019. Since Brockton's current Exclusivity Filing Period expires on Oct. 22, 2018, Brockton requests that the Court enter a bridge order extending the Exclusivity Period to Oct. 24, 2018. On May 18, 2018, Brockton sought approval of that certain Settlement by and among Debtor WV-Brockton SNF, LLC; Congressional Bank; and Mercury SNF, LLC, Authorizing the Transfer of Operations at the Brockton Facility, a settlement that, among other things, (a) allows Brockton to safely and responsibly transfer operations at the facility Brockton operates to a new operator who continue the care for the residents at the Brockton Facility; (b) allow the residents at the Brockton Facility to avoid a forced relocation; (c) assures that the Brockton estate has sufficient resources to pay projected administrative expenses; and (d) resolves the substantial claims of Brockton’s landlord and secured lender. The Brockton Settlement Motion was approved on May 30, 2018. Since the Brockton Facility will transition to a new operator, Brockton will not be reorganized in the same manner as the other Debtors. Discussions between Brockton and the Committee regarding the resolution of the Brockton case are ongoing, but in all events that resolution remains contingent upon the completion of the transition process. Brockton and the Committee have been in discussions regarding the parameters of how to efficiently distribute the proceeds from the Brockton Settlement to general unsecured creditors and to wind down the affairs of Brockton after the transfer date. About Wachusett Ventures Founded in 2013, Wachusett Ventures, LLC, operates five skilled nursing facilities in Connecticut and Massachusetts and employ approximately 600 people. For the fiscal year 2017, their gross revenue was approximately $54 million. Wachusett Ventures and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 18-11053) on March 26, 2018. In the petitions signed by Steven Vera, chief operating officer, Wachusett Ventures estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Frank J. Bailey presides over the case. The Debtors hired Nixon Peabody LLP as legal counsel; CBIZ Accounting, Tax & Advisory of New York, LLC as financial advisor; Marcum LLP as accountant; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee for Region 1 on April 6, 2018, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. WMG ACQUISITION: S&P Assigsn 'B+' Rating on EUR200MM Secured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to WMG Acquisition Corp.'s proposed EUR200 million senior secured notes due 2026. The '3' recovery rating indicates S&P's expectation of meaningful (50% - 70%; weighted average: 55%) recovery of principal in the event of a payment default. WMG Acquisition plans to use the net proceeds from the issuance to fund its acquisition of EMP Merchandising and to redeem EUR34.5 million of its outstanding EUR345 million senior secured notes. S&P said, "Our 'B+' issuer credit rating on parent company Warner Music Group Corp. reflects the company's position as the third-largest global record company; its strong geographic diversity, with operations in more than 50 countries; its large and well-diversified portfolio of recordings and compositions across multiple genres, offset by its smaller market share compared to significantly larger peers. Global music streaming growth now outpaces declines in physical sales and digital downloads and we expect this trend to continue in 2019 and beyond. "We forecast adjusted leverage to be in the 5.0x area in fiscal 2018. WMG's adjusted leverage as of June 30, 2018, was 5.3x on a rolling-12-month basis. We expect WMG to continue to prioritize using free cash flow generation to invest in the business, through acquisitions and/or internal artist development. We also expect the company to continue to make dividend distributions over our outlook horizon, using cash on the balance sheet. Given the lack of visibility regarding the pace of voluntary debt reduction, we expect leverage reduction to come primarily from continued EBITDA growth." RATINGS LIST Warner Music Group Corp. Issuer credit rating B+/Stable/-- WMG Acquisition Corp. Senior secured EUR200 mil. notes due 2026 B+ Recovery rating 3(55%) WPB HOSPITALITY: Case Summary & 14 Unsecured Creditors ------------------------------------------------------ Debtor: WPB Hospitality, LLC 5466 S Hannibal Ct Aurora, CO 80015-4282 Business Description: WPB Hospitality, LLC is a Single Asset Real Estate company (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 16161 E 40th Ave Denver, CO 80239. Chapter 11 Petition Date: October 3, 2018 Case No.: 18-18636 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Arthur Lindquist-Kleissler, Esq. LINDQUIST-KLEISSLER & COMPANY, LLC 950 S. Cherry St., Ste. 418 Denver, CO 80246 Tel: 303-691-9774 Fax: 303-200-8994 Email: Arthuralklaw@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Wanda Bertoia, owner. A copy of the Debtor's list of 14 unsecured creditors is available for free at: http://bankrupt.com/misc/cob18-18636_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob18-18636.pdf YWFM LLC: Seeks to Hire Dyer & Smith as Accountant -------------------------------------------------- YWFM, LLC, d/b/a Brian's Tire and Service, seeks authority from the U.S. Bankruptcy Court for the Northern District of Florida to employ Dyer & Smith, LLC, as accountant to the Debtor. YWFM, LLC requires Dyer & Smith to provide tax advice and accounting services to the Debtor and complete any necessary tax forms, including filing tax returns. Dyer & Smith will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Smith, partner of Dyer & Smith, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dyer & Smith can be reached at: Kevin Smith DYER & SMITH, LLC 112 Southside Square F Huntsville, AL 35801 Tel: (256) 536-1020 About YWFM, LLC d/b/a Brian's Tire and Service YWFM LLC, d/b/a Brian's Tire and Service, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 18-40469) on Aug. 31, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Byron Wright III, Esq., at Bruner Wright, P.A. [*] Mark That Calendar! Distressed Investing Conference on Nov. 26 ------------------------------------------------------------------ Come and join Beard Group's Distressed Investing conference on November 26, 2018. Now on its 25th year, this annual gathering is the oldest and most established New York restructuring conference. The day-long program will be held the Monday after Thanksgiving at The Harmonie Club, 4 E. 60th St. in Midtown Manhattan. Among the highlights of the Distressed Investing 2018 Conference -- https://www.distressedinvestingconference.com -- Nov. 26th in midtown Manhattan will be an Investors' Roundtable featuring: * Steven L. Gidumal, Managing Partner, VIRTUS CAPITAL, LP * Gary E. Hindes, Managing Director, THE DELAWARE BAY COMPANY LLC * Dave Miller, Portfolio Manager, ELLIOTT MANAGEMENT CORP. * Richard M. Fels, Managing Director, ODEON CAPITAL GROUP LLC There's a high probability that you'll want to call your broker with a buy or sell order following this roundtable discussion. The conference will also feature: * Luncheon presentation of the Harvey R. Miller Award to Edward I. Altman, Professor of Finance, Emeritus, New York University's Stern School of Business. (The award will be presented by last year's winner billionaire Marc Lasry, Altman's former student.) * Evening awards dinner recognizing the 12 Outstanding Young Restructuring Lawyers of 2018 Visit https://www.distressedinvestingconference.com/ for registration details and information about this year's conference agenda as well as highlights from past conferences. This year's corporate sponsors include: * Conway MacKenzie * DSI * Foley & Lardner * Longford Capital * Milford * Pacer Monitor Our media sponsors this year are Debtwire and Financial Times. To learn how you can be a sponsor and participate in shaping the day-long program, contact: Bernard Tolliver at bernard@beardgroup.com or Tel: (240) 629-3300 x-149 To learn about media sponsorship opportunities to bring your outlet into the view of leaders in corporate restructuring, lending and debt and equity investments, and to expand your network of news sources, contact: Jeff Baxt at jeff@beardgroup.com or (240) 629-3300, ext 150 Beard Group, Inc., publishes Turnarounds & Workouts, Troubled Company Reporter, and Troubled Company Prospector. Visit http://bankrupt.com/freetrial/for a free trial subscription to one or more of Beard Group's corporate restructuring publications. [^] BOOK REVIEW: Competitive Strategy for Healthcare ---------------------------------------------------- Authors: Alan Sheldon and Susan Windham Publisher: Beard Books Softcover: 190 pages List Price: $34.95 Review by Francoise C. Arsenault Order your personal copy today at http://bit.ly/1nqvQ7V Competitive Strategy for Health Care Organizations: Techniques for Strategic Action is an informative book that provides practical guidance for senior health care managers and other health care professionals on the organizational and competitive strategic action needed to survive and to be successful in today's increasingly competitive health care marketplace. An important premise of the book is that the development and implementation of good competitive strategy involves a profound understanding of change. As the authors state at the outset: "What may need to be done in today's environment may involve great departure from the past, including major changes in the skills and attitudes of staff, and great tact and patience in bringing about the necessary strategic training." Although understanding change is certainly important in most fields, the authors demonstrate the particular importance of change to the health care field in the first and second chapters. In Chapter 1, the authors review the three eras of medical care (individual medicine, organizational medicine, and network medicine) and lay the groundwork for their model for competitive strategy development. Chapter 2 describes the factors that must be taken into account for successful strategic decision-making. These factors include the analysis of the environmental trends and competitive forces affecting the health care field, past, current, and future; the analysis of the competitive position of the organization; the setting of goals, objectives, and a strategy; the analysis of competitive performance; and the readaptation of the business, if necessary, through positioning activities, redirection of strategy, and organizational change. Chapters 3 through 7 discuss in detail the five positioning activities that are part of the model and therefore critical to the development and implementation of a successful strategy: scanning; product market analysis; collaboration; restructuring; and managing the physician. The chapter on managing the physician (Chapter 7) is the only section in the book that appears dated (the book was first published in 1984). In this day of physician-owned hospitals and physician-backed joint ventures, it is difficult to envision the physician in the passive role of "being managed." However, even the changing role of physicians since the book's first publication correlates with the authors' premise that their model for competitive strategic planning is based exactly on understanding and anticipating change, which is no better illustrated than in health care where change is measured not in years but in months. These middle chapters and the other chapters use a mixture of didactic presentation, graphs and charts, quotations from famous individuals, and anecdotes to render what can frequently be dry information in an entertaining and readable format. The final chapter of the book presents a case example (using the "South Clinic") as a summary of many of the issues and strategic alternatives discussed in the previous chapters. The final chapter also discusses the competitive issues specific to various types of health care delivery organizations, including teaching hospitals, community hospitals, group practices, independent practice associations, hospital groups, super groups and alliances, nursing homes, home health agencies, and for-profits. An interesting quote on for-profits indicates how time and change are indeed important factors in strategic planning in the health care field: "Behind many of the competitive concerns lies the specter of the for-profits. Their competitive edge has lain until now in the excellence of their management. But developments in the past half-decade have shown that the voluntary sector can match the for-profits in management excellence. Despite reservations that may not always be untrue, the for-profit sector has demonstrated that good management can pay off in health care. But will the voluntary institutions end up making the same mistakes and having the same accusations leveled at them as the for-profits have? It is disturbing to talk to the head of a voluntary hospital group and hear him describe physicians as his potential competitors." ********* 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 ***