/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181024.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 24, 2018, Vol. 22, No. 296 Headlines 1 GLOBAL: Authorized to Use Cash in Excess of Collins Reserve 600 TRIANGLE: Case Summary & 4 Unsecured Creditors ALBERTSONS COS: S&P Rates New Term Loan B7 Due 2025 'BB-' ALLIANCE BIOENERGY: Case Summary & 20 Largest Unsecured Creditors AMERICAN TRUCK: Case Summary & 20 Largest Unsecured Creditors ANTHONY SALTER: Oct. 9-24 Steffes Auction of Equipment Okayed ARBORSCAPE INC: $13.5K Sale of CAT262 2001 to Performance Approved ATD CORP: Unsecured Creditors to Get 100% Under Plan ATTORNEYS' TITLE: Jon Polenberg Represents Creditor-Trustee AYTU BIOSCIENCE: Hires Plante & Moran as New Accountants B52 MEDIA: Disclosure Statement Hearing Continued to Nov. 27 BELL FOODS: Nov. 14 Auction of Substantially All Assets Set BLINK CHARGING: Two Top Executives Resign BOWMAN DAIRY: $30K Sale of Hagerstown Property to Hunsbergers OK'd BRETON MORGAN: $2.2 Million Sale of Southside Property Approved CAREMORE HOUSE: Seeks Authorization to Use Cash Collateral CASHMAN EQUIPMENT: $717K Sale of Milton Lots Denied w/o Prejudice CHARLES BRELAND: Trustee's $2.6M Sale of Minneola Property Approved CHOWDER GAS: Trustee Taps Copper Run Capital as Investment Banker COBRA WELL: Seeks Approval of ANB Bank Cash Collateral Stipulation CONNIE HARDWICK: $1.5M Sale of Florence Property to Graham Approved CORE COMMUNICATIONS: Hires Van de Verg Law as Special Counsel CORMICAN'S INC: Hires Duffy Law as Attorney CYN RESTAURANTS: Cash Use for October 2018 Expenses Okayed DAN MAZZOLA: Permitted to Use FCB Cash Collateral Thru Dec. 16 DIOCESE OF NEW ULM: $1.5M Sale of Hillesheim Memorial Farm Approved DIVERSE LABEL: Dec. 5 Auction of Substantially All Assets Set DOWLING COLLEGE: Nov. 5 Disclosure Statement Hearing Set DUMITRU MEDICAL: Gets Interim Approval to Access Cash Collateral EAST END BUS: Seeks Authorization to Use Cash Collateral ERNEST VICKNAIR: $618K Sale of Thibodaux Properties Approved EVERGREEN PRODUCTS: $50K Private Sale of Interest in Assets Denied FARNAN INC: Nov. 2 Plan Confirmation Hearing Set FILBIN LAND: $2.5M Sale of Westley Property to Boyette Approved FIRESTAR DIAMOND: $1M Sale of Inventory Interest to J.C. Penney OKd FOMO GLASS: Nov. 20 Plan Confirmation Hearing FOSTER ENTERPRISES: May Continue Cash Collateral Use Until Jan. 31 FRANKLIN ACQNS: Trustee's Sale of El Paso Property Denied as Moot FULCRUM EXPLORATION: Judge Signs Final Cash Collateral Order GAINESVILLE HOSPITAL: Nov. 15 Plan Confirmation Hearing GLOBAL HEALTHCARE: Completes 1st Closing of $660,000 Units Offering GRAY TELEVISION: Fitch to Rate BB-(EXP) LT Issuer Default Rating GRAY TELEVISION: Moody's Confirms B1 CFR & Alters Outlook to Pos. INFORMATION RESOURCES: S&P Puts 'B-' ICR on CreditWatch Negative IRB HOLDING: Moody's Cuts Sec. Bank Ratings to B2, Outlook Negative IRB HOLDING: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable JAMES THOMAS: Sale of Denver Residential Rental Property Approved JASON FLY LOGGING: $80K Private Sale of 2017 Mack CHU613 Approved JEREMY STUTES: Sale of 1991 Sea Ray 420 Sundancer Approved JIN KIM: $150K Sale of Richmond Property to Pausano Approved JM HOLDING GROUP: $4.5M Sale of All J. Mendel Assets Approved KAIROS HOMES: $333K Sale of Four Texas Properties Approved KBC ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors KLX ENERGY: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable KRONOS WORLDWIDE: S&P Raises CCR to 'B+', Outlook Stable LAURITSEN FIREWOOD: $340K Sale of Vermeer Grinder Approved LE-MAR HOLDINGS: Sale of Carrollton Property to Burkey Approved MATTRESS FIRM: Hires AlixPartners as Financial Advisor MATTRESS FIRM: Hires Guggenheim Securities as Investment Banker MATTRESS FIRM: Hires Ordinary Course Professionals MATTRESS FIRM: Taps A&G Realty Partners as Real Estate Advisor MATTY AND PATTY'S: Nov. 15 Plan Confirmation Hearing MAY ARTS: $417K Sale of All Assets to Hillside Central Approved MIDWEST MUSIC: U.S. Trustee Unable to Appoint Committee MILLERBERND SYSTEMS: Committee Hires Platinum as Financial Advisor MJW FILMS: Voluntary Chapter 11 Case Summary MR. TORTILLA: May Use VEDC Cash Collateral Until Dec. 6 MRO HOLDINGS: S&P Hikes Issuer Credit Rating to 'BB-', Outlook Pos. NEIGHBORHOOD HEALTH: Trustee Taps Walsh Pizzi as Attorney NEOVASC INC: Tiara Featured at 32nd Annual EACTS 2018 Meeting NINE WEST: Files Amended Plan of Reorganization NOON MEDITERRANEAN: $731K Sale of All Assets to Daphne's Approved ONE AVIATION: U.S. Trustee Forms 3-Member Committee PEPPERELL MILLS: To Transfer Real Property to Merrow Sewing PLH GROUP: S&P Raises Senior Secured Term Loan Rating to 'BB-' PREFERRED CARE: Transfer of Omega 5 Facilities Approved PRODUCT QUEST: Nov. 5 Auction of Assets Set RAINBOW NATURAL: $725K Sale of All Assets to WBA Approved RAMKABIR INVESTMENTS: Has Authority on Interim Cash Collateral Use RED TAPE: Seeks Authority to Use Cash Collateral REDOX POWER: Hires Shulman Rogers as Bankruptcy Counsel RESOLUTE ENERGY: Lion Point Has 9.6% Stake as of Oct. 23 RIO MALL: Interim Cash Collateral Use Extended Through Dec. 15 RMH FRANCHISE: Nov. 19 Plan Confirmation Hearing RUBY'S DINER: Committee Taps Winthrop Couchot as Insolvency Counsel SAND HILLS METROPOLITAN: Nov. 28 Plan Confirmation Hearing SCG MADILL: Ruling on Proposed Sale of All Assets Deferred SEARS HOLDINGS: Set to Close 142 Stores by End of 2018 SEDGWICK LLP: Taps CandC Fees as London Collections Agent SHC PROMOTIONS: Case Summary & 40 Largest Unsecured Creditors SPI ENERGY: Will Hold a Special Meeting of Shareholders on Nov. 6 STONE CONNECTION: Court Orders Exclusivity Period Continued TE CHAN: Moody's Assigns B1 Corp. Family Rating, Outlook Stable TERRAFORM POWER: S&P Affirms 'BB-' ICR, Outlook Stable TEXAS ASSOCIATION: EPISD Objects to Disclosure Statement TEXAS ASSOCIATION: Highland Park ISD Objects to Plan Disclosures WARRIACH INC: Seeks Access to Comerica Bank Cash Collateral WELDED CONSTRUCTION: Case Summary & 30 Largest Unsecured Creditor WELDED CONSTRUCTION: Pipeline Contractor Seeks Chapter 11 WILLIAM ABRAHAM: Trustee's Sale of Kress Building Denied as Moot WILLIAMSON INVESTMENTS: Court Official Unable to Appoint Committee [*] T&W Fetes 12 Outstanding Young Restructuring Lawyers Nov. 26 ********* 1 GLOBAL: Authorized to Use Cash in Excess of Collins Reserve ------------------------------------------------------------- Based on the resolution agreed to by 1 Global Capital, LLC and 1 West Capital, LLC, on the one hand, and Collins Asset Group, LLC, on the other hand, Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has denied Collins' (a) Motion to Prohibit Debtor's Use of Cash Collateral and (b) Motion for Relief from the Automatic Stay, as moot. As adequate protection of the alleged interest of Collins in the Debtors' cash, the Debtors will reserve an amount of cash equal to $2,374,514.22 (the "Collins Reserve"). The Debtors may use their cash in excess of the Collins Reserve. Collins is not entitled to any additional or further protection of its alleged interest in the Debtors' cash, including, without limitation, any adequate protection payments. A full-text copy of the Order is available at http://bankrupt.com/misc/flsb18-19121-162.pdf About 1 Global Capital 1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a direct small business funder offering an array of flexible funding solutions, specializing in unsecured business funding and merchant cash advances. 1 Global Capital LLC, based in Hallandale Beach, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-19121) on July 27, 2018. In the petition signed by Steven A. Schwartz and Darice Lang, authorized signatories, 1st Global Capital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Raymond B. Ray presides over the cases. Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. The U.S. Trustee for Region 21 on Sept. 7, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of 1 Global Capital LLC. The Committee tapped Stichter, Riedel, Blain & Postler, P.A. as its legal counsel; Conway MacKenzie, Inc. as financial advisor along with Dundon Advisers, LLC, as co-financial advisor 600 TRIANGLE: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: 600 Triangle LLC 600 Old Country Road, Suite 425 Garden City, NY 11530 Business Description: 600 Triangle LLC is a privately held company in Garden City, New York, engaged in activities related to real estate. Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Case No.: 18-77139 Debtor's Counsel: Richard J. McCord, Esq. CERTILMAN BALIN ADLER & HYMAN, LLP 90 Merrick Avenue East Meadow, NY 11554 Tel: (516) 296-7801 (516) 296-7000 Fax: (516) 296-7111 E-mail: rmccord@certilmanbalin.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Stephan Garber, managing member. A copy of the Debtor's list of four unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-77139_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-77139.pdf ALBERTSONS COS: S&P Rates New Term Loan B7 Due 2025 'BB-' --------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to U.S. grocer Albertsons Cos. Inc.'s proposed term loan B7 due 2025. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. These ratings are in line with its ratings on the company's existing first-lien term debt. S&P said, "At the same time, we revised our recovery rating on the company's Safeway Inc. notes to '3' from '4'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. The 'B' issue-level rating remains unchanged. "We also revised our rounded recovery estimate on the company's New Albertsons L.P. notes to 15% from 10%. "All of our other ratings on Albertsons remain unchanged." S&P revised its recovery rating on the Safeway notes and its rounded estimate on the New Albertsons notes to reflect the additional residual value available to the Safeway noteholders due to the $1 billion reduction in senior secured debt contemplated in this transaction. The company plans to refinance its outstanding $3 billion term loan B4 due 2021 with about $1 billion in balance sheet cash and revolver borrowings ($600 million in balance sheet cash and about a $400 million revolver draw) and the $2 billion of proceeds from its new term loan B7 due 2025. As part of this transaction, Albertsons also plans to extend the maturity of its asset-based lending (ABL) revolver to 2023 and seek certain modifications to the existing ABL agreement. S&P views the transaction as slightly deleveraging and estimate that it will reduce the company's S&P lease-adjusted debt leverage by less than half a turn. This will cause Albertsons' S&P adjusted leverage to remain in the mid-6x area through the end of fiscal year 2018. S&P said, "Albertsons' second-quarter 2018 earnings came in slightly ahead of our expectations on an increase in fuel sales and a 1% increase in identical-store sales, which were offset by store closures. The company's gross margin increased by 40 basis points on cost-savings initiatives, a lower shrink expense as a percentage of sales, reduced advertising costs, and an improved product mix. "Albertsons announced in August that it was no longer acquiring Rite Aid Corp. in a $24 billion transaction and we affirmed our ratings on the company at that time. We continue to see upside in the company's strategy of focusing on its core grocery franchise given the highly competitive industry landscape. We will continue to closely monitor its strategic initiatives, including its focus on store remodels, its investments in digital marketing, and its improved margins due to the elevated penetration of its Own Brands and the shift in its fresh foods mix. We also continue to expect Albertsons to post positive free operating cash flow in the $400 million-$500 million range for fiscal year 2018." RATINGS LIST Albertsons Cos. Inc. Albertson's LLC New Albertsons L.P. Safeway Inc. Issuer Credit Rating B/Stable/-- Ratings Affirmed Albertsons Cos. Inc. Albertson's LLC Safeway Inc. Senior Secured BB- Recovery Rating 1(95%) Albertsons Cos. Inc. Albertson's LLC New Albertsons L.P. Safeway Inc. Senior Unsecured B+ Recovery Rating 2(85%) Ratings Affirmed; Recovery Rating Revised To From Safeway Inc. Senior Unsecured B B Recovery Rating 3(65%) 4(35%) Ratings Affirmed; Recovery Rating Unchanged New Albertsons L.P. Senior Unsecured B- B- Recovery Rating 5(15%) 5(10%) New Rating Albertson's LLC Safeway Inc. New Albertsons L.P. Senior Secured US$2 bil term loan B7 due 2025 BB- Recovery Rating 1(95%) ALLIANCE BIOENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Alliance BioEnergy Plus, Inc. 400 N. Congress Ave., Suite 130 West Palm Beach, FL 33401 Business Description: West Palm Beach, Florida-based Alliance BioEnergy Plus, Inc. -- http://www.alliancebioe.com-- is a publicly-traded technology company focused on emerging technologies in the renewable energy, biofuels, and new technologies sectors. The Company is now focused on the development and commercialization of the licensed technology it controls through its affiliate Carbolosic, LLC. Through its wholly-owned subsidiary, AMG Energy, the Company owns Ek Laboratories, Inc. and a 50% interest in Carbolosic (which includes certain licensing rights in North America and Africa). Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 18-23071 Judge: Hon. Erik P. Kimball Debtor's Counsel: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. 7777 Glades Rd # 100 Boca Raton, FL 33434 Tel: (561) 245-4705 Email: ngm@mancuso-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Benjamin Slager, CEO. 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/flsb18-23071.pdf AMERICAN TRUCK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: American Truck Training, Inc. 3200 Aluma Valley Drive Oklahoma City, OK 73121 Business Description: American Truck Training is a commercial truck driving school that was formed to address the infinite need for new and experienced professional truck drivers in the United States. Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Case No.: 18-14438 Judge: Hon. Sarah A. Hall Debtor's Counsel: Gary D. Hammond, Esq. MITCHELL & HAMMOND 512 NW 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Fax: 405-232-6358 E-mail: gary@okatty.com Total Assets: $363,000 Total Liabilities: $2,146,379 The petition was signed by Jerome Redmond, owner. 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/okwb18-14438.pdf ANTHONY SALTER: Oct. 9-24 Steffes Auction of Equipment Okayed ------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized the online auction sale by Anthony Wayne Salter and Mary Frances Salter of (i) a 2013 CIH 450 Tractor ZDF135768, PAR CAN Grain Weight PK-259887 Wagon, (ii) Janzen 1200 Gal Tank, (iii) four 18 Tracks, and (v) Meridian 375RT Seed Tender from Oct. 19, 2018 through Oct. 24, 2018 with the assistance of Steffes Group, Inc. The Debtors' Auction Sale of the Equipment and the Deere Equipment will be subject to the following conditions: 1. Following the Auction Sale, an accounting will be provided to HCC and its lien rights in the Equipment to be sold are preserved in the order of their relative priority to other lien holders thereon. 2.A reserve price for the Deere Equipment will be set in an amount of the payoff of Deere's Proof of Claims (Claim #s 23 and 24) secured by the Deere Equipment plus Deere's allowed attorney's fees as an over-secured creditor, and the commission amount of 5% of the sale being paid to Auctioneer to be calculated as follows: a.Claim 23 – Planter: Payoff amount of $31,576, attorney's fees of $2,500, and 5% commission of total sales price to Auctioneer; and b.Claim 24 – Drill: Payoff amount of $31,111, attorney's fees of $2,500, and 5% commission of total sales price to Auctioneer; 3. The Deere Equipment sale proceeds for the payoffs on Deere's Proof of Claimsshall be sent by Auctioneer to Deere following the sale; and 4. The excess proceeds from the sale of the Deere Equipment will be held by the Debtors' attorney in her trust account until the pending lawsuit on lien priority thereon between TSB, Agriland, Deere and JDF is either settled or a court ruling is entered. Anthony Wayne Salter and Mary Frances Salter sought Chapter 11 protection (Bankr. S.D. Iowa Case No. 18-00194) on Jan. 31, 2018. The Debtors tapped Nicole B. Hughes, Esq., as counsel. ARBORSCAPE INC: $13.5K Sale of CAT262 2001 to Performance Approved ------------------------------------------------------------------ Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado authorized ArborScape, Inc.'s sale of a CAT262 2001 to Performance Construction for $13,500 cash. The Debtor may use the proceeds to pay all necessary costs of sale, including any applicable sales tax and the secured claim of the Internal Revenue Service. The sale of the Equipment is free and clear of all liens, claims and encumbrances, with such liens, claims, and encumbrances to attach to the proceeds of the sale. About Arborscape, Inc. ArborScape, Inc., is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. ATD CORP: Unsecured Creditors to Get 100% Under Plan ---------------------------------------------------- ATD Corporation, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement explaining their joint Chapter 11 plan dated October 15, 2018. The Plan constitutes a separate Chapter 11 plan for ATD Corporation and each of its eight affiliated Debtors. Pursuant to the restructuring support agreement entered into in connection with these Chapter 11 Cases, the Debtors, the Consenting Noteholders holding approximately 75 percent of the principal amount of the Senior Subordinated Notes Claims, the Consenting Term Loan Lenders holding approximately 67 percent of the principal amount of the Term Loan Claims, and the Sponsors agreed to support the Plan. According to the Disclosure Statement, Class 4 or Term Loan Claims have some estimated allowed claims at $695,000,000 with 100% estimated recovery under the Plan. On the Effective Date, each Holder of an Allowed Term Loan Claim will receive (a) new term loans under the Amended Term Loan Facility in a principal amount equal to the principal amount of Term Loan Claims under the Term Loan Facility held by such Holder as of the Effective Date, (b) its Pro Rata Share of the Amended Term Loan Additional Amount; and (c) Cash in an amount equal to the accrued but unpaid non-default interest payable to such Holder under the Term Loan Facility as of the Effective Date and any other amounts due and owing pursuant to the Term Loan Credit Agreement through and including the Effective Date. Class 5 or Senior Subordinated Notes Claims have some estimated allowed claims at $1,050,000,000 under the Plan. Each Noteholder will receive its Pro Rata Share of the Noteholder Equity Recovery. Class 6 or General Unsecured Claims are unimpaired and not entitled to vote under the Plan. This class has some estimated allowed claims at $616,144,2443 with 100% estimated recovery under the Plan. On the Petition Date, the Debtors sought authority to pay approximately $595 million in total amounts outstanding under certain first day motions, including the wages motion, critical vendors motion, and foreign vendors, lien claimants, and Section 503(b)(9) claimants motion. Each Holder of an Allowed General Unsecured Claim will receive either: (a) Reinstatement of such Allowed General Unsecured Claim pursuant to Section 1124 of the Bankruptcy Code; or (b) payment in full in Cash on (i) the Effective Date, or (ii) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. The Reorganized Debtors will fund Plan distributions with (a) the proceeds from the Amended ABL Facility, (b) the Amended Term Loan, (c) the New Equity, (d) the New Warrants, and (e) Cash on hand, including Cash from operations. All related documents and distributions made thereto shall become effective in accordance with their terms and the Plan. All Holders of Claims and Interests entitled to vote are urged to vote in favor of the Plan and are encouraged to return their ballots to Kurtzman Carson Consultants LLC or electronically submit their Ballots online so that they are actually received on or before December 14, 2018, at 5:00 p.m., prevailing Eastern Time. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb18-12221-153.pdf About ATD Corp/American Tire Headquartered in Huntersville, North Carolina, ATD Corporation and its subsidiaries -- https://www.atd-us.com -- are distributors of replacement tires with more than 140 distribution centers and 1,400 delivery vehicles servicing a geographic region covering more than 90 percent of the replacement tire market for passenger vehicles and light trucks in the United States. ATD offers the broadest variety of products and value-added services that range from premium-quality tires and popular custom wheels to business support services and online platforms that cater to tire retailers and their potential customers. ATD has its own proprietary private-label and exclusive tire brands, such as Hercules and Ironman, to supplement its supply of industry-leading brand-name tires, including Continental, Michelin, Pirelli, Cooper, Nexen, Toyo-Nitto, Hankook, Kumho, and Falken among others. The Debtors and their non-Debtor subsidiaries currently employ approximately 5,500 people in the United States and Canada. ATD Corporation and eight of its affiliates filed for bankruptcy on Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221. The petition was signed by William Williams, chief financial officer. The Hon. Kevin J. Carey presides over the cases. The Debtors estimated assets of $1 billion to $10 billion and liabilities of $1 billion to $10 billion. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as financial advisor; AlixPartners LLP as restructuring advisor; and Kurtzan Carson Consultants, LLC as notice and claims agent. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 19 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of ATD Corporation and its affiliates. ATTORNEYS' TITLE: Jon Polenberg Represents Creditor-Trustee ----------------------------------------------------------- Becker's Jon Polenberg represents the creditor-trustee, Daniel J. Stermer, in a complaint alleging that Attorneys' Title Insurance Fund (ATIF)'s 2015 asset transfer (including its proprietary software) to Old Republic National Title Insurance Company, one of the largest title insurance groups in the US, was fraudulent. The complaint filed in the Bankruptcy Court for the Middle District of Florida alleges that ATIF (commonly referred to as the Fund) attempted to avoid paying creditors, while it established a new relationship with Old Republic through an entity known as Attorneys' Title Fund Services, LLC that assumed the assets, agents, directors and kept operating as the Fund. The complaint asserts eight counts of fraudulent transfer against Old Republic National Title Insurance Company, and three counts of successor liability against Old Republic National Title Holding Company and the claim is worth the value of the assets transferred, which may exceed $80 million. A copy of the Complaint is available at: http://bankrupt.com/misc/Old A copy of Exhibit A26 is available at: http://bankrupt.com/misc/ExhibitA26.pdf A copy of Exhibit B17 is available at: http://bankrupt.com/misc/ExhibitB17.pdf A copy of Exhibit C17 is available at: http://bankrupt.com/misc/ExhibitC17.pdf A copy of Exhibit D13 is available at: http://bankrupt.com/misc/ExhibitD13.pdf AYTU BIOSCIENCE: Hires Plante & Moran as New Accountants -------------------------------------------------------- Aytu Bioscience, Inc., has engaged Plante Moran PLLC as the Company's new independent registered public accounting firm. EKS&H LLLP, the Company's former independent registered public accounting, combined with Plante & Moran effective Oct. 1, 2018. Aytu Bioscience disclosed in a Form 8-K filed with the Securities and Exchange Commission that during the two most recent fiscal years ended June 30, 2018 and 2017, and through the subsequent interim period preceding the appointment of Plante Moran, there were no disagreements between the Company and EKS&H on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EKS&H would have caused them to make reference thereto in their reports on the Company's financial statements for those years. The audit reports of EKS&H on the Company's financial statements for the years ended June 30, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except the audit report of EKS&H on the Company's financial statements for the year ended June 30, 2018 contained an explanatory paragraph indicating that there was substantial doubt about the ability of the Company to continue as a going concern. During the two most recent fiscal years ended June 30, 2018 and 2017 and through the subsequent interim period preceding Plante Moran's engagement, the Company did not consult with Plante Moran on either (1) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that may be rendered on the Company's financial statements, and Plante Moran did not provide either a written report or oral advise to the Company that Plante Moran concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of June 30, 2018, Aytu Bioscience had $21.06 million in total assets, $7.63 million in total liabilities and $13.42 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. B52 MEDIA: Disclosure Statement Hearing Continued to Nov. 27 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, issued an order conditionally approving the Amended Disclosure Statement explaining B52 Media, LLC's amended Chapter 11 plan of liquidation dated October 15, 2018. The hearing to consider final approval of the Disclosure Statement is scheduled for November 27, 2018 at 10:00 AM. Last day to oppose disclosure statement is November 21. The Debtor's bankruptcy case was filed, in part, due to prepetition litigation between the Debtor and Suraj Rajwani, arising out of a Domain Name Purchase and Assignment Agreement dated July 11, 2014. Pursuant to the Purchase Agreement, Mr. Rajwani offered to buy and the Debtor agreed to sell the domain name Funding.com for the sum of $560,000. The Debtor contends that Mr. Rajwani breached the Purchase Agreement, almost at its inception, by repeatedly failing to make timely payments under the agreement, as amended. Under the Purchase Agreement, Mr. Rajwani is entitled to a refund of $190,000. The Amended Disclosure Statement disclosed that after prolonged negotiations, Mr. Rajwani, Payments IP and B52 reached an agreement in principle to settle their respective disputes. The proposed settlement is subject to approval by the Bankruptcy Court. As a result of the settlement, the Debtor amended the treatment of Class 2 (General Unsecured Claims) and Class 3 (Disputed General Unsecured Claim of Suraj Rajwani). Class 2 consists of General Unsecured Claims filed against, scheduled and/or estimated by the Debtor in the amount of approximately $1,453,944, but excluding the alleged Claims of holders of Class 3 (Suraj Rajwani) and Class 4 (Payments IP) Claims. In full and final satisfaction and discharge of each Allowed Class 2 Claim, each Holder of an Allowed Class 2 Claim shall receive their pro-rata share of the proceeds from the sale of the Debtor’s Assets (pari passu with Allowed Class 3 or Class 4 Claims, as applicable) after all Administrative Claims and the Allowed Class 1 Claim is paid. The Debtor estimates that Holders of Class 2 General Unsecured Claims will receive approximately 60% of their Allowed Claims, in cash, beginning on the Effective Date (to the extent funds are available), followed by semi-annual payments on January 1 and June 1 of each year for a period not to exceed five years. Notwithstanding the foregoing, Holders of Class 2 Claims are advised that the proposed distribution is an estimate, and is subject to change based on the outcome of the proposed settlement between the Debtor, Mr. Rajwani and Payments IP, the allowance of Claims (including the allowance of some or all of the Class 3 or Class 4 Claim in the absence of approval of the settlement) and the net proceeds from the sale of the Debtor’s Assets. The Debtor estimates that absent approval of the settlement with Mr. Rajwani, the distribution to holders of Class 2 and Class 4 Claims will be substantially less than the stated estimate of approximately 60%. Class 3 consists of the Disputed General Unsecured Claim asserted against by Suraj Rajwani in the disputed amount of approximately $700,000. Under the settlement, the Debtor has agreed to pay Mr. Rajwani the sum of $250,000, plus the assignment and transfer of approximately 43 domain names, identified in the proposed settlement agreement, the total consideration estimated to be approximately $500,000. In the event the settlement is approved by the Bankruptcy Court, the Class 3 Claim will be satisfied, and the Class 4 Claim of Payments IP will be withdrawn, and Payments IP will have no Claim against the Debtor, the Reorganized Debtor or the Bankruptcy Estate. In the event the settlement is not consummated or approved by the Bankruptcy Court, the Debtor intends to seek a determination by the Bankruptcy Court of the amount of Mr. Rajwani's Claim through the Bankruptcy Code's claim objection process. The Disputed General Unsecured Claim of Mr. Rajwani, to the extent Allowed after adjudication by the Bankruptcy Court or a Court of competent jurisdiction, shall be paid on a pro-rata basis with Holders of Class 2 Claims. Class 4 consists of the Contingent General Unsecured Claim filed by Payments IP Pty Ltd., against the Debtor in the amount of $776,878. The Allowed Contingent Unsecured Claim of Payments IP Pty Ltd., is contingent and unliquidated. Payments IP Pty Ltd.’s claim arises out of the purchase of the domain name Funding.com, the ownership of which has been challenged by Suraj Rajwani in the California Litigation. The Plan will be funded from the sale of the Assets and, to the extent applicable, from net recoveries from Avoidance Actions and Causes of Action. Creditors should be aware that the estimates are subject to change based on the outcome of the proposed settlement between the Debtor, Mr. Rajwani and Payments IP, the Allowed amount of Class 3 and Class 4 Claims in the absence of settlement, and the sale proceeds ultimately obtained from the sale of the Assets. Distributions under the Plan shall begin to be made no later than February 1, 2019, subject to the Debtor’s or Reorganized Debtor’s (as the case may be) right to seek an extension for up to 60 days, for good cause shown. A copy of the Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ycngmjfg at no charge. A copy of the original Disclosure Statement is available at: http://bankrupt.com/misc/mdb18-12045-70.pdf About B52 Media LLC Headquartered in Pikesville, Maryland, B52 Media, LLC -- http://www.b52.com/-- is in the online services technology consulting business. It helps small and large corporations find the right domain names for their businesses. B52 Media also designs and builds professional powered Web sites and offers marketing strategies. B52 Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-12045) on Feb. 16, 2018. In the petition signed by Jonathan Bierer, authorized representative, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Michelle M. Harner presides over the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., is the Debtor's legal counsel. BELL FOODS: Nov. 14 Auction of Substantially All Assets Set ----------------------------------------------------------- Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized the bidding procedures of Bell Foods, L.L.C. and Bellco Holdings, L.L.C. in connection with the sale of substantially all of their assets to Jude Marullo or his assign(s) or designee(s) for $1.25 million, subject to overbid. A hearing on the Motion was held on Sept. 26, 2018. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 2, 2018 b. Initial Bid: $1.35 million, excluding Additional Costs, which is $50,000 more than the Base Purchase Price of $1.3 million, and includes the $30,000 necessary to cover the Break-Up Fee c. Deposit: 5% of the Base Purchase Price d. Auction: The Auction will be held on Nov. 14, 2018, 9:00 a.m. CT) at U.S. Bankruptcy Court for the Eastern District of Louisiana, Courtroom of Judge Elizabeth Magner, 500 Poydras Street, Room B-709, New Orleans, Louisiana 70130 e. Bid Increments: $25,000 f. Sale Hearing: Nov. 14, 2018 at 9:00 a.m. (CT) g. Closing: Nov. 30, 2018 A copy of the APA and the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Bell_Foods_54_Sales.pdf These dates and deadlines are approved: a. Three Business Days Entry of the Order: 1) Deadline for Debtors to serve the Auction and Sale Notice; and (2) the Debtors will file notice specifying: (i) each contract or lease that may be assumed and assigned in connection with the transaction and (ii) the proposed cure costs with respect to each contract or lease that may be assumed and assigned b. Oct. 31, 2018 - Deadline for counter-parties to object to the assumption and assignment c. Nov. 4, 2018 - The Debtors will provide the Buyer and Hancock Whitney Bank with copies of all bids. d. Nov. 9, 2018 - Deadline for the Debtors to Notify Potential Bidders of their status as Qualified Bidders In the event that neither the Successful Bid nor or the Back-Up Bid, as applicable, is made by the Stalking Horse Bidder, the Stalking Horse Bidder will be entitled to receive a break-up fee of $30,000, and the Debtors are authorized, upon the closing of the Successful Bid or Back-Up Bid and the payment of the purchase price for the Acquired Assets to pay from the proceeds of such purchase price the Break-Up Fee to the Stalking Horse Bidder, without further action or order by the Bankruptcy Court, and the Stalking Horse Bidder will be, and is, granted an allowed administrative claim in their Chapter 11 cases in an amount equal to the Break-Up Fee, to be paid from the proceeds of the Successful Bid or the Back-Up Bid, as applicable. The proceeds from the Sale will be distributed as follows: (a) fund payment to secured creditor Hancock Whitney Bank in the amount of $1.165 million (payable on the Closing Date of the Transaction); (b) fund payment to secured creditor Regional Loan Corp. in the amount of $35,000 (payable on the Closing Date of the Transaction); (c) fund payments to administrative and unsecured claimants in the aggregate amount of $100,000; and (d) in the event that there is a Successful Bidder or Back-Up Bidder other than the Stalking Horse Bidder who submits a Successful Bid or Back-Up Bid for a purchase price of no less than $1.35 million, Hancock Whitney Bank will be entitled to an additional $20,000 of the Successful Bid, payable upon Closing Date of the Transaction. Conditioned on receipt of the funds set forth, Hancock Whitney Bank will not pursue any deficiency claim against the Debtors, but will reserve rights to collect deficiency from guarantor, John Bellini, III, and any other responsible party other than the Debtors. No person will have the right to credit bid at the Auction and Sale Hearing. No person or entity, other than the Stalking Horse Bidder, will be entitled to any expense reimbursement, break-up fee, "topping," termination or other similar fee or payment. The Auction and Sale Notice, and Assumption and Assignment of Certain Contracts Notice are approved. Within three business days following entry of the Order, the Debtors will serve the Auction and Sale Notice upon all the Notice Parties. The Debtors will serve a copy of the Order on the required parties who will not receive notice through the ECF System pursuant to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules and file a certificate of service to that effect within three days. About Bell Foods Bell Foods, L.L.C., is a full line food-service distributor and delivery service company. It offers an assortment of custom meat and seafood products along with a variety of other categories. The Company has a virtual warehouse containing over 112,000 products from over 800 manufacturers. Located in Louisiana, the Company services the southeast quadrant of the United States. Bell Foods, L.L.C., based in Harahan, LA, and its debtor-affiliates sought Chapter 11 protection (Bankr. E.D. La. Lead Case No. 18-11988) on July 31, 2018. In the petition signed by John Bellini, III, president, the Debtors estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown presides over the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as bankruptcy counsel to the Debtors. BLINK CHARGING: Two Top Executives Resign ----------------------------------------- Ira B. Feintuch resigned as Blink Charging Co.'s chief operating officer effective on Oct. 18, 2018. Mr. Feintuch will assume an advisory role in the Company. Michael J. Calise also resigned as the Company's chief executive officer and a member of the Company's Board of Directors on Oct. 19, 2018. Mr. Calise will remain with the Company as its senior vice president of sales. The Company said both resignations did not result from any disagreement with the Company concerning any matter relating to the Company's operations, policies or practices. James Christodoulou, the Company's president, will assume the duties and additional position of chief operating officer, effective Oct. 18, 2018. Michael D. Farkas, the Company's executive chairman, will assume the duties of chief executive officer and the additional position of interim chief executive officer of the Company. To fill the vacancy on the Board of Directors caused by Mr. Calise's resignation, the remaining Board members elected James Christodoulou to be a member of the Company's Board of Directors, effective Oct. 19, 2018. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is a provider of public electric vehicle (EV) charging equipment and services, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging reported a net loss attributable to common shareholders of $79.63 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $26.17 million in total assets, $7.12 million in total liabilities and $19.04 million in total stockholders' equity. As of June 30, 2018, the Company had cash, working capital and an accumulated deficit of $24.0 million, $17.58 million and $155.5 million, respectively. During the three and six months ended June 30, 2018, the Company had net (loss) income of $(1.23 million) and $971,303, respectively, but a loss from operations of $1.83 million and $5.63 million, respectively. The Company has not yet achieved profitability from operations. "There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company's business, financial condition and results of operations, and ultimately, the Company could be forced to discontinue its operations and liquidate," the Company said in its Quarterly Report for the period ended June 30, 2018. On July 13, 2018, The NASDAQ Stock Market delivered a notice to Blink Charging acknowledging the Company's non-compliance with the NASDAQ independent director and audit committee requirements and advising that, in accordance with Listing Rules 5605(b)(1)(A) and 5605(c)(4), NASDAQ has provided the Company with a cure period in which to regain compliance. As set forth in NASDAQ's July 13, 2018 notice, the Company must regain compliance with Listing Rule 5605(b)(1) and Rule 5605(c)(4) by: (a) the earlier of the Company's next annual stockholders' meeting or June 30, 2019; or (b) if the next annual stockholders' meeting is held before Dec. 27, 2018, then the Company must evidence compliance no later than Dec. 27, 2018. BOWMAN DAIRY: $30K Sale of Hagerstown Property to Hunsbergers OK'd ------------------------------------------------------------------ Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Bowman Dairy Farms, LLC's sale of the real estate located at 16355 Lamar Road, Hagerstown, Indiana to James and Donna Hunsberger for 30,000. The sale is free and clear of all liens, encumbrances, claims, and interests. The Real Estate is sold subject to all easements, assessments, and other recorded matters and pursuant to the terms of the Purchase Offer. The Debtor is authorized to disburse from the sale proceeds, first to pay any costs and expenses of the sale and to ensure that all real estate taxes and assessments outstanding and unpaid at the time of the sale are paid by the Purchasers and to hold the sale proceeds pending further orders of the Court for distribution. The Order is effective immediately upon entry. About Bowman Dairy Farms Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. In the petition signed by Trent N. Bowman, its member, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. BRETON MORGAN: $2.2 Million Sale of Southside Property Approved --------------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Southern District of Western Virginia authorized Breton Lee Morgan's sale of 361 acres of real estate located at 15018 Kanawha Valley Road, Southside, Mason County, West Virginia to Lance Thornton and Dr. Susan Mullooly for $2.2 million. The sale is free and clear of any and all liens, claims, liabilities, interests and encumbrances. At the Closing, the Debtor is authorized to pay closing costs customarily paid by sellers of real estate, including but not limited to transfer taxes and the Debtor s pro-rata share of real estate taxes. The Court authorized (i) the payment of the secured claims of Peoples Bank and the West Virginia State Tax Department at Closing; and (ii) the Debtor to escrow funds for the payment of administrative claims priority claims and unsecured creditors. Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry. Breton Lee Morgan sought Chapter 11 protection (Bankr. S.D. W.V. Case No. 18-30219) on May 15, 2018. The Debtor tapped Joe M. Supple, Esq., as counsel. CAREMORE HOUSE: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Caremore House Home Care Services, LLC, seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral in the ordinary course of its business to the extent provided in the Budget. The Debtor needs immediate access to cash collateral to, among other reasons, pay its employees timely to avoid disrupting its business. In the normal course, the employees would be paid postpetition for this prepetition amount -- the Debtor's scheduled payday is Oct. 3, 2018. The Debtor also needs cash collateral in order to maintain its operations and for the payment of expenses as more specifically set forth in the Budget. The Debtor asserts that it will be able to maintain its status quo while also facilitating its reorganization through the payment of the expenses detailed in the Budget. The Debtor's secured debt consists of liens filed relating to amounts owed for income taxes. The United States Internal Revenue Service filed several Notices of Federal Tax Liens in the Court of Common Pleas for the County of Philadelphia. The Debtor estimates that its total liability to the IRS is approximately $2.1 Million. The IRS' lien is on all assets of the Debtor. The Department of Labor for the Commonwealth of Pennsylvania (the "DoL") also filed several liens against the Debtor in the Court of Common Pleas for the Counties of Philadelphia and Bucks. The Debtor estimates that its total liability to the DoL is approximately $275,000. The DoL's lien is on all assets of the Debtor. The Department of Revenue for the Commonwealth of Pennsylvania (the "DoR") also filed several liens against the Debtor in the Court of Common Pleas for the County of Philadelphia. The Debtor estimates that its total liability to the DoR is approximately $200,000. The DoR's lien is on all assets of the Debtor. Based on the Debtor's available records, the Debtor has no other secured debts and its assets are not subject to any other liens. The Debtor proposes to provide adequate protection to its secured creditors in the form of a replacement lien of the same extent, priority, and validity as existed prepetition (to the extent that any lien existed). A full-text copy of the Motion is available at http://bankrupt.com/misc/paeb18-16425-11.pdf About Caremore House Caremore House Home Care Services, LLC, is a home health care services provider in Philadelphia, Pennsylvania. Caremore House Home Care Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-16425) on Sept. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The petition was signed by Kera Anderson, CEO of Elyk Management LLC, managing member of the Debtor. Judge Jean K. FitzSimon presides over the case. Bielli & Klauder, LLC, serves as Debtor's legal counsel. CASHMAN EQUIPMENT: $717K Sale of Milton Lots Denied w/o Prejudice ----------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts denied without prejudice James M. Cashman's sale of two undeveloped lots of real estate located at or near 44 Forest Street, Milton, Norfolk County, Massachusetts to Christopher and Elizabeth Stoecke for $717,250, pursuant to the terms of their Purchase and Sale Agreements. Lot A is priced at $698,250 and Lot 2 is priced at $19,000. The Court denied the Motion for failure to comply with MLBR 6004-1. About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. CHARLES BRELAND: Trustee's $2.6M Sale of Minneola Property Approved ------------------------------------------------------------------- Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the Southern District of Alabama authorized A. Richard Maples, Jr., Chapter 11 Trustee for Charles R. Breland, Jr., and on behalf of CKB Minneola, LLC, to sell the real property known as approximately 2.0575 acres of land located at the Northwest corner of U.S. Highway 27 and County Road 561-A in Minneola, Lake County, Florida, to 837 Gulf Shores Parkway, LLC for $2.55 million. The gross proceeds of said sale will be paid to the Trustee, and the Trustee will transfer to the closing agent the amount necessary for payment of all settlement charges and costs as provided in the purchase agreement including, but not limited to, the title policy, real estate commission, proration of ad valorem taxes and documentation fee, with the exact amount to be provided to the Trustee by the closing agent. The sale is free and clear of all liens, claims, encumbrances, and other interests in the Property with liens to attach to the proceeds. The 14-day stay of an order authorizing sale provided for in Rule 6004(g) of the Federal Rules of Bankruptcy Procedure is waived. Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark Everest Rutens, as counsel. A. Richard Maples was appointed as the Chapter 11 Trustee for the Debtor. CHOWDER GAS: Trustee Taps Copper Run Capital as Investment Banker ----------------------------------------------------------------- Anthony J. DeGirolamo, the duly appointed chapter 11 trustee for the jointly administered estates of debtors Chowder Gas and Storage Facility, LLC and Lake Shore Gas Storage, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to retain Copper Run Capital LLC as an investment banker. The Trustee requires retain Copper Run to: a. prepare a confidential information memorandum describing the Debtors' Assets to be sold and related business and financial condition; b. identify and contact potential purchasers to ascertain their interest in purchasing the Assets; c. assist the Trustee in identifying and selecting a Stalking Horse Bidder for the Transaction and formulating bid procedures with respect thereto; d. conduct a modified auction process for the Assets; e. assist and guide the Trustee and potential purchasers in connection with the due process including making documents available in a due diligence data room; f. assist the Trustee in evaluating the terms of any proposed Transaction; g. coordinate the activities of other professionals required to close a Transaction; and h. assist the Trustee in such other activities as may be reasonably requested in order to maximize the value of the Transaction. Copper Run will receive a Monthly Advisory Fee of $5,000, which shall be credited against the Success Fee and capped at $50,000. If there is no Transaction consummated, the Monthly Advisory Fee shall be capped at $30,000. The Success Fee will be equal to: (i) 5.0% of the initial $5 million of Consideration, plus (ii) 3.5% of the next $5 million to $10 million of Consideration, plus (iii) 2.0% of any amount over $10 million of Consideration. Jason Stevens, partner and Managing Director of Energy and Natural Resources at Copper Run LLC, attests that Copper Run is "disinterested" within the meaning of section 101(14) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Jason Stevens Copper Run Capital LLC 1201 Dublin Road Columbus, OH 43215 Phone: 614-888-1786 Email: jstevens@copperruncap.com About Chowder Gas and Lake Shore Gas Chowder Gas and Storage Facility LLC and Lake Shore Gas Storage Inc. are natural gas storage providers based in Willoughby, Ohio. Chowder Gas and Lake Shore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case Nos. 17-17245 and 17-17246) on Dec. 9, 2017. In the petitions signed by Richard M. Osborne, managing member, Chowder Gas estimated assets and liabilities of $1 million to $10 million; and Lake Shore Gas estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Arthur I. Harris presides over the cases. The Debtors tapped Dahl Law LLC as their legal counsel. Anthony DeGirolamo was appointed Chapter 11 trustee for the Debtors. COBRA WELL: Seeks Approval of ANB Bank Cash Collateral Stipulation ------------------------------------------------------------------ Cobra Well Testers, LLC, requests the U.S. Bankruptcy Court for the District of Wyoming to approve its Agreement with ANB Bank regarding cash collateral and adequate protection. ANB Bank extended a loan to Debtor's owners evidenced by various written loan documents and is secured by, among other things, a Commercial Security Agreement, wherein the Debtor granted to ANB Bank a security interest in substantially all of its asset. Accordingly, ANB Bank asserts that the Loan balance was approximately $1,457,891 as of the Petition Date and that it has a perfected first priority security interest in substantially all of Debtor's prepetition asset. ANB Bank is willing to consent Debtor using the Collateral, including cash collateral, in which ANB Bank has a perfected security interest, but only on the specific terms and conditions set forth in the Agreement, to wit: (a) The Debtor is authorized to receive, collect and use Cash Collateral, but only in strict accordance with the Budget. The Debtor will maintain its Debtor-in-Possession bank accounts at ANB Bank and all revenues, payments and collections will be deposited solely at ANB Bank in Debtor's DIP account. (b) The Debtor will provide to ANB Bank copies of receipts and invoices paid, upon ANB Bank's request. The Debtor will make payments to ANB Bank in the amount of $17,000 on each of Oct. 1, Nov. 1 and Dec. 1, 2018, and Jan. 1, 2019 and the United States in the amount of $5,000 on each of Oct. 7, Nov. 7 and Dec. 7, 2018, and Jan. 7, 2019. Additionally, rent payments will be delivered directly to ANB Bank. On the fifth day of each of November and December 2018 and January 5, 2019, the Debtor will pay to ANB Bank an amount equal to the difference between budgeted expenses and actual expenses during the previous month up to $4,800. Provided rent payments are delivered to ANB Bank, ANB Bank will continue the foreclosure sale on Debtor's location to January 2019. (c) The Debtor grants, assigns and pledges to ANB Bank, nunc pro tunc to the Petition Date, valid, first priority and automatically perfected postpetition replacement liens and security interests in all property which Debtor or this estate had as of, or may acquire after, the Petition Date and upon which ANB Bank did not have a perfected lien or security interest, subject only to statutory tax liens to the extent provided by applicable non-bankruptcy law, in the amount and only to the extent of a diminution in the value of the Collateral, including the Cash Collateral, following the Petition Date. The liens and security interests granted as adequate protection will be automatically valid, perfected and enforceable against the Replacement Collateral as of the Petition Date and thereafter without further filing or recording of any document or instrument or the taking of any further action. (d) ANB Bank will be entitled to request a super-priority administrative expense claim under Section 507(b) of the Bankruptcy Code to the extent that the provision of adequate protection by virtue of the provision of replacement liens, monthly payments and security interests are insufficient to compensate for any diminution in the value of ANB Bank's interest in the Collateral measured as of the Petition Date. (e) The replacement liens and security interests of ANB Bank and the proceeds thereof in Replacement Collateral granted to ANB Bank pursuant to the Agreement and any super-priority administrative expense claim awarded or afforded to ANB Bank under the Agreement will be subordinate and subject to the payment of any fees owed pursuant to 28 U.S.C. Section 1930(a)(6), and subject to any post-petition expenses paid during the course of the Chapter 11 case (the "Carve-Out"). (f) The Debtor will turnover to ANB Bank all sales proceeds of the sale of any equipment sold and upon which ANB Bank has a perfected first priority security interest and lien, net of any broker fee approved by ANB Bank and the Court. Moreover, Debtor will make the payments to ANB Bank as specified in the Agreement. The Debtor will turnover to the United States the net sales proceeds from the sale from the titled vehicles upon which the United States has a perfected first priority security interest and lien. (g) The Debtor agrees to use its best efforts to sell the assets not leased, as of Sept. 26, 2018, as quickly as possible for the maximum value possible. However, the one sand trap and one separator are excluded from the definition Other Assets. If the sand trap and the separator are not leased on or before Nov. 30, 2018, then they will be treated as Other Assets. No later than Oct. 15, 2018, the Debtor will propose to ANB Bank a detailed plan for the orderly sale of the assets, which plan must be acceptable to ANB Bank. In the event any Other Assets are not sold by Dec. 31, 2018, the Debtor will proceed with auctioning such remaining Other Assets with the consent of ANB Bank and court order with the application to employ filed by Jan. 15, 2019. (h) The Debtor will timely provide to ANB Bank all periodic reports and information, including but not limited to reports regarding Collateral (and Cash Collateral) (specifically including at least a monthly listing and aging of accounts,), financial statements, evidence of insurance, debtor-in-possession reports, all documents specified in any loan agreement between ANB Bank and Debtor, and all other information reasonably requested by ANB Bank to enable ANB Bank to be informed regarding indebtedness and obligations owing to ANB Bank by Debtor, the Collateral and Debtor’s operations. (i) Representatives of ANB Bank may conduct reasonable inspection of Debtor's books, records, and operations, interview officers and employees of Debtor, on Debtor's premises, and take an inventory of ANB Bank's Collateral, at reasonable times and in such manner as to not materially interfere with Debtor's operations. ANB Bank will be authorized to make and take away copies of any such books and records. (j) The Debtor agrees to maintain adequate general liability and property insurance on the Collateral. A copy of the insurance policy covering said assets and showing ANB Bank as loss payee for any loss to the assets will be supplied to ANB Bank promptly after the mutual execution of the Agreement. (k) The Debtor's right to use Cash Collateral and ANB Bank's prepetition Collateral will terminate automatically and without action by any person on the earlier of Jan. 15, 2019 (which date may be extended by mutual agreement of ANB Bank and Debtor in writing without the need to obtain further Court Order); or the occurrence of one of the following events: -- Entry of an order under Bankruptcy Code Section 1112, including conversion of Debtor's case to a case under Chapter 7 or dismissal of the case; -- Entry of an order appointing a Chapter 11 Trustee in Debtor's case, provided that ANB Bank may in writing elect to continue the Agreement following appointment of a Chapter 11 trustee; -- Entry of an order under Section 362(d) of the Bankruptcy Code in favor of any person other than ANB Bank with respect to any of the Collateral or materially affecting ANB Bank's liens; -- Failure of Debtor to maintain insurance on the Collateral and Replacement Collateral as required by the Agreement; -- Entry of an order granting any person a lien on any assets of the estate equal to or senior to ANB Bank's liens, without the ANB Bank's express prior written consent or Court Order; -- Closing of a sale of any of the Collateral under Bankruptcy Code Section 363 with the amounts owing under the Loan Documents and the Agreement not being paid in full from the sale proceeds or the net sale proceeds if a court approved broker is employed in connection with such sale; and -- Failure to comply with the Budget, provided that Debtor may vary from the terms of the Budget without seeking prior written consent from ANB Bank by the amount of 5% on any line item per month. All Parties to the Pending Matters have consented to the terms of the Agreement and the proposed order approving the Agreement. The United States, however, reserves the right to withdraw its consent if: (a) Debtor fails to perform its obligations to the United States as set forth in the agreement; (b) Debtor fails to stay current on all postpetition federal tax obligations; or (c) the agreement is extended beyond January 15, 2019. A copy of the Cash Collateral Agreement is available at http://bankrupt.com/misc/wyb18-20449-137_Stipulation.pdf About Cobra Well Testers Cobra Well Testers, LLC, provides high pressure well testing services to the oil and gas industry. It was established in 1999 to initially service the Muddy Ridge gas field in Western Wyoming. Since then, the company has expanded to complete work in multiple oil and gas basins throughout the Rockies. Cobra Well Testers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20449) on May 31, 2018. In the petition signed by Yavette Bailey, member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Cathleen D. Parker presides over the case. Markus Williams Young & Zimmermann LLC is the Debtor's bankruptcy counsel. CONNIE HARDWICK: $1.5M Sale of Florence Property to Graham Approved ------------------------------------------------------------------- Judge John E. Waites of the U.S. Bankruptcy Court for the District of South Carolina authorized Connie Lynette Hardwick's private sale of 50% interest in the 785.57 acres and 375 acres of real property in Florence County, South Carolina, TMS Nos. 00370-01-011 and 00371-01-001, to Michael N Graham for $1.5 million. The sale is free and clear of liens. The liens claimed by Arborone, ACA will be paid the net proceeds upon the sale of the property. A sum of $11,267 will go to pay special counsel Morgan Martin, $7,726 will go to pay the CPA Crowley Wechsler & Associates, LLC, and $47,825 will go to pay the Debtors' counsel the Markham Law Firm for fees related to their bankruptcy. The stay provided by Fed. R. Bankr. P. 6004 does not apply to the sale. Connie Lynette Hardwick sought Chapter 11 protection (Bankr. D. S.C. Case No. 17-01132) on March 7, 2017. The Debtor tapped Sean P. Markham, Esq., at Markam Law Firm, LLC, as counsel. CORE COMMUNICATIONS: Hires Van de Verg Law as Special Counsel ------------------------------------------------------------- Core Communications, Inc., seeks authority from the US Bankruptcy Court for the District of Columbia to hire Christopher Van de Verg and the law firm of Van de Verg Law Office, LLC as special counsel for the Debtor. The Debtor requires Van de Verg Law to: a. assess, analyze, and evaluate telecommunications-related claims held by and against the Debtor in order to advise the Debtor and its bankruptcy counsel regarding the same; and b. handle such other matters related to the foregoing as requested by the Debtor from time to time and to which the Firm agrees. Mr. Van de Verg is currently the only attorney employed by the Firm, and his current rate is $350 per hour. The Debtor's parent company CoreTel paid the Firm a postpetition retainer of $5,000 and has agreed to pay the Firm's fees and expenses for its representation of the Debtor in this bankruptcy case. Mr. Van de Verg attests that he has no interest adverse to the Debtor's estate. The firm can be reached through: Christopher Van de Verg, Esq. Van De Verg Law Office LLC 8 Market Place, Suite 300 (In the Spark Building) Baltimore, MD 21202 Phone: (410) 622-3878 Fax: (410) 819-3389 Email: chris@vandeverglaw.com About Core Communications Core Communications -- http://www.coretel.net/-- provides Carriers, ISPs and ASPs with tailored telecommunications services, leveraging voice and data convergence. Core Communications Inc., based in Annapolis, Maryland, filed a Chapter 11 petition (Bankr. D.D.C. Case No. 17-00258) on May 2, 2017. In the petition signed by Christopher Van de Verg, general counsel, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. S. Martin Teel, Jr. presides over the case. Gregory P. Johnson, Esq., at Offit Kurman, P.A., serves as bankruptcy counsel. CORMICAN'S INC: Hires Duffy Law as Attorney ------------------------------------------- Cormican's Inc. seeks authority from the U.S. Bankruptcy Court for the District of Minnesota (Fergus Falls) to hire Kevin T. Duffy and the law firm of Duffy Law Office to represent and to assist the Debtor in carrying out its duties under Title 11 of the United States Code, and to perform other legal services necessary to the Debtor's continuing operation. The Debtor has paid a retainer of $ 20,000.00, including the filing fee. Prepetition services were deducted from the retainer amount along with the filing fee and, therefore, the balance of the retainer in Escrow, is $ 11,640.50. Kevin T. Duffy, sole proprietor in the law firm of Duffy Law Office, attests that he does not represent or hold any interest adverse to the Debtor's estate and is a disinterested person within the meaning of 11 U.S.C. 101(14). The counsel can be reached through: Kevin T. Duffy, Esq. DUFFY LAW OFFICE 1008 W 2nd St PO Box 715 Thief River Falls, MN 56701 Tel: 218-681-8524 Fax: 218-681-8525 E-mail: duffylaw@mncable.net About Cormican's Inc. Cormican's Inc. is a road contractor serving the Northwest Minnesota area. Based in Mentor, Minnesota, Cormican's Inc. filed a petition for reorganization under chapter 11, Title 11, United States Code (Bankr. D. Minn. Case No. 18-60636) on Oct. 10, 2018. In the petition signed by Sandra Cormican, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Michael E. Ridgway is assigned to the case. Duffy Law Office, led by Kevin T. Duffy, is the Debtor's counsel. CYN RESTAURANTS: Cash Use for October 2018 Expenses Okayed ---------------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has entered a tenth preliminary order authorizing Cyn Restaurants LLC to collect and use the cash collateral to continue the usual and ordinary course of its business by paying those budgeted expenditures through Oct. 31, 2018 as set forth on the budget. Any objection to the continued use of cash collateral must be filed and served no later than Oct. 24, 2018 at 5:00 p.m. A further hearing on the continued use of cash collateral will be held on Oct. 31, 2018, at 10:00 a.m. The approved Budget for October 2018 shows total cash disbursements of approximately $77,473. Prior to the Petition Date, the Debtor and Webster Bank, and also Community Investment Corp. were parties to Loans and Security Agreements pursuant to which, among other things, Webster Bank and Community Investment Corp. provided the Debtor with a loans and credit facilities secured by liens and/or security interests in substantially all of the Debtor's assets. As of the Petition Date, the Debtor was indebted to Webster Bank in the amount of $382,175.82 and was also indebted to Community Investment Corp. in the amount of $208,000. Webster Bank and Community Investment Corp. are each granted post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against the Debtor's property. As security for the Adequate Protection Claim, Webster Bank and Community Investment Corp. are each granted enforceable and perfected replacement liens and/or security interests in the postpetition assets of the Debtor's estate equivalent in nature, priority and extent to the liens and/or security interests of Webster Bank and Community Investment Corp., in the Pre-Petition Collateral and the proceeds and products thereof. Additionally, the Debtor will pay Webster Bank $1,360 as adequate protection for October, 2018. The Debtor will also continue to keep the Collateral fully insured against all loss, peril and hazard and make Webster Bank and Community Investment Corp. loss payees as their interests appear under such policies. A full-text copy of the Tenth Preliminary Order is available at http://bankrupt.com/misc/ctb18-30185-127.pdf About Cyn Restaurants Based in Shelton, Connecticut, Cyn Restaurants LLC is engaged in the business of the operation of a restaurant known as Stone's Throw located at 337 Roosevelt Drive, Seymour, CT. Cyn Restaurants filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-30185) on Feb. 5, 2018. In the petition signed by Peter Hamme, the Debtor estimated $100,000 to $500,000 in assets and $500,001 to $1 million in liabilities. James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C., is the Debtor's counsel; and Sound Coaching, Inc., as its accountant. DAN MAZZOLA: Permitted to Use FCB Cash Collateral Thru Dec. 16 -------------------------------------------------------------- The Hon. Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio inked his approval to an agreed order authorizing Dan Mazzola, Inc.'s interim use of the cash collateral of First Commonwealth Bank ("FCB"). Pursuant to the Agreed Order, the Debtor's authority to use cash collateral began nunc pro tunc from the Petition Date and will expire at the end of the day on Dec. 16, 2018. The Debtor is authorized to use cash collateral as is necessary to avoid immediate and irreparable harm to the Debtor's estate, which is limited to the payment of necessary expenses incurred in the ordinary course of the Debtor's business operations pursuant to the detailed operating budget covering the period from Sept. 24, 2018 through Dec. 16, 2018. However, during any calendar month, the Debtor may not use cash collateral in any amount that exceeds 110% of budgeted expenses for that month without the prior written consent of FCB. Furthermore, the inclusion of any expense in the Budget will not constitute authority to pay any prepetition claim without further Order of the Court. The Debtor executed loan documents with FCB's predecessor in interest FirstMerit Bank, N.A., whereby 16532, Inc. borrowed $928,000, which was guaranteed by Debtor ("Strongsville Loan") and the Debtor borrowed $345,500 ("Stow Loan"). The principal balance due on the Strongsville Loan as of the Petition Date was approximately $430,029 and that the principal balance due on the Stow Loan as of the Petition Date was approximately $126,787. The Loans were secured by substantially all of the Debtor's assets, cash, accounts, accounts receivables, inventory, furniture, fixtures and equipment. FCB will be granted security interests in all of the personal property assets of the Debtor which are or have been acquired, generated, or received by Debtor subsequent to the filing of the above-captioned bankruptcy case, including without limitation all of Debtor's accounts, receivables, and all cash and non-cash proceeds thereof to the extent of the diminution of the value of FCB's collateral securing the indebtedness. The Replacement Liens will have the same validity, priority and extent (if any) as the liens on cash collateral that existed at the time of the commencement of the above-captioned bankruptcy case. The Debtor and FCB have agreed that the Debtor will make all required post-petition monthly payments at the pre-default contractual rate of interest to FCB on the Strongsville Loan in the amount of $3,500 per month, with payments to be made on the 26th day of each month and on the Stow Loan in the approximate amount of $2,896 per month, subject to monthly interest fluctuations, with payments to be made on the 5th day of each month. The Debtor and FCB stipulate and agree that there are no pre-petition arrearages and that Debtor was current in its obligations on the Petition Date. During the cash collateral use period, the Debtor will submit written bi-weekly informational reports to FCB which will include, at a minimum, the beginning cash balance actual revenue collected, itemized list of expenses paid, a certification that no unauthorized payments were made on account of a prepetition claim owed to an unsecured creditor, postpetition accounts payable (with aging summary) and ending cash balance for each bi-weekly period. A full-text copy of the Order is available at http://bankrupt.com/misc/ohnb18-52271-15.pdf About Dan Mazzola Dan Mazzola, Inc., is an Ohio Corporation located in Stow, Ohio. It operates the last independently owned and operated Rockn's restaurant location. Dan Mazzola filed a voluntary Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-52271) on Sept. 21, 2018. In the petition signed by Daniel Mazzola, president, the Debtor estimated under $100,000 in assets and liabilities under $1 million. Peter G. Tsarnas at Goldman & Rosen, Ltd., serves as counsel to the Debtor. DIOCESE OF NEW ULM: $1.5M Sale of Hillesheim Memorial Farm Approved ------------------------------------------------------------------- Judge Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota authorized The Diocese of New Ulm's sale of the Hillesheim Memorial Farm located in Brown County, Minnesota, directly on the border between the city of Sleepy Eye and Home Township, to Secular Institute of the Schoenstatt Sisters of Mary, Inc. for $1,502,000. The Debtor is authorized to assume and assign the following to the Buyers: (i) the lease dated Nov. 13, 2017 between the Debtor and Stanley Seifert; and (ii) the conservation reserve program contract dated Dec. 24, 2008, between the debtor and Commodity Credit Corp. The Debtor is authorized to take such other actions and execute and deliver such additional documents or instruments as will be reasonably necessary to effectuate the sale of the property contemplated in the motion and the purchase agreement. It is authorized to pay from proceeds of the sale any and all closing or title fees and expenses and all other expenses required to be paid under the terms of the purchase agreement. The Debtor will hold the net proceeds of the sale in a separate interest-bearing account until further order by the Court. Notwithstanding Fed. R. Bankr. P. 6004(h) and 6006(d), the order is effective immediately. About The Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The case is assigned to Judge Robert J. Kressel. In the petition signed by Monsignor Douglas L. Grams, vice general, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. DIVERSE LABEL: Dec. 5 Auction of Substantially All Assets Set ------------------------------------------------------------- Judge Catharine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Diverse Label Printing, LLC's bidding procedures in connection with the sale of substantially all assets at auction. A hearing on the Motion was held on Oct. 10, 2018. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 30, 2018 at 4:00 p.m. b. Initial Bid: Any Initial Bid for the Sale Assets must propose a purchase price that in the Consulting Parties' judgment has a value at least two times the Break-Up Fee greater than the Initial Bid of the Stalking Horse Bidder as set forth in the Stalking Horse Agreement. c. Deposit: $150,000 or 2% of the fixed purchase price d. Auction: The Auction will be held on Dec. 5, 2018, commencing at 10:00 a.m. (ET) at the office of the Debtor's counsel, Northen Blue, LLP, 1414 Raleigh Road, Suite 435, Chapel Hill, North Carolina. e. Bid Increments: Each subsequent bid by a Qualified Bidder will be in increments that increase the aggregate consideration above the previous bid in an amount to be determined by the Debtor at the Auction. f. Sale Hearing: Dec. 6, 2018 at 2:00 p.m. g. Objection Deadline for Sale Hearing: prior to the commencement of the Sale Hearing h. Closing: The closing of the sale of the Sale Assets must occur as soon as practicable but in any event within three days of the date on which the Sale Order becomes a final, non-appealable order (or such later date as the Debtor may agree). i. Break-Up Fee: $150,000 or 2% of the Sale Price j. Stalking Horse Designation Deadline: Nov. 9, 2018 A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Diverse_Label_149_Order.pdf Within three business days after entry of the Order, the Debtor will serve copies of the Sale Procedures Order, the Bidding Procedures, the Sale Notice and the Assignment Notice on (i) all known creditors and other parties-in-interest, (ii) all parties known by the Debtor to assert a lien or security interest in the Sale Assets, and (iii) all non-debtor parties to the Debtor's executor contracts and unexpired leases. In addition, although not required by the Bankruptcy Code or Rules, the Debtor will also provide copies of the Sale Procedures Order, the Bidding Procedures and the Sale Notice to any parties who previously have expressed serious interest in acquiring all or a material portion of the Sale Assets. About Diverse Label Printing Diverse Label Printing, LLC, a company in Burlington, North Carolina, specializes in producing labels for food, food processing, supermarket, consumer goods, and other uses. Diverse Label sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the petition signed by CEO Ed Bidanset, the Debtor disclosed $15,750,989 in assets and $10,499,186 in liabilities. Judge Catharine R. Aron presides over the case. The Debtor tapped hire Northen Blue, LLP, as its legal counsel. An Official Committee of Unsecured Creditors has been appointed in the case. DOWLING COLLEGE: Nov. 5 Disclosure Statement Hearing Set -------------------------------------------------------- The United States Bankruptcy Court for the Eastern District of New York has set for November 5, 2018 at 1:30 p.m., the hearing on Dowling College's motion for approval of the disclosure statement explaining its Chapter 11 Plan of Liquidation dated September 21, 2018. Responses to the Motion seeking approval of the Disclosure Statement must be filed no later than 4:00 p.m. (Prevailing Eastern Time) on October 29, 2018. The Plan proposes the following classification and treatment of claims: * Class 1 (Prepetition Series 1996 Bonds) are impaired. Pursuant to the DIP Order, the Debtor stipulated and agreed that as of the Petition Date, the Debtor's obligations under the Prepetition Series 1996 Bonds totaled $3,615,730.91 as of the Petition Date. Holders of Allowed Class 1 Claims will receive one or more distributions on and after the Effective Date, up to 100% of the Allowed Claim, plus any amounts Allowed pursuant to section 506(b) of the Bankruptcy Code. * Class 2 (Prepetition Series 2002 Bonds) are impaired and are estimated to recover 28% of their total allowed claim amount. Pursuant to the DIP Order, the Debtor stipulated and agreed that as of the Petition Date, the Debtor's obligations under the Prepetition Series 2002 Bonds totaled $11,692,882.29 as of the Petition Date. * Class 3 (Prepetition Series 2006 Bonds) are impaired and are estimated to recover 63% of their total allowed claim amount. Pursuant to the DIP Order, the Debtor stipulated and agreed that as of the Petition Date, the Debtor's obligations under the Prepetition Series 2006 Bonds totaled $38,541,422.60 as of the Petition Date. * Class 4 (Prepetition Series 2015 Bonds) are impaired and are estimated to recover 100% of their total allowed claim amount. Pursuant to the DIP Order, the Debtor stipulated and agreed that as of the Petition Date, the Debtor's obligations under the Prepetition Series 2015 Bonds totaled $7,254,229.97 as of the Petition Date. * Class 5 (Other Secured Claims) are impaired. As of the Bar Date, approximately 60 parties have filed or otherwise hold scheduled Class 5 Claims in the aggregate amount of approximately $1,134,398.16. The Debtor estimates that after reconciliation of these claims is complete and either negotiations or objections are concluded, remaining Other Secured Claims totaling approximately $150,000 will be treated as Class 7 General Unsecured Claims consistent with section 506(a)(1) of the Bankruptcy Code. * Class 6 (Priority NonTax Claims) are not impaired. As of September 21, approximately 170 parties have filed or otherwise asserted Class 6 Claims in the aggregate amount of approximately $11.6 million. Approximately 126 individual claims were filed by former employee class members against the Debtor's estate. In the aggregate, the claims asserted the following amounts: (i) secured claims in the amount of $14,943.35; (ii) priority claims in the amount of $5,338,462.43; and (v) unsecured claims in the amount of $2,391,458.66. The Schedules filed by the Debtor listed the following amounts outstanding in favor of individual class members (i) priority claims totaling $102,100.67; and (iii) unsecured claims totaling $1,323,037.00. Certain of these scheduled claim amounts were listed as contingent, disputed or unliquidated. The DOL also filed a proof of claim against the Debtor's estate for $983,769.86 on account of unpaid medical claims which the Debtor allegedly failed to pay and which were covered under the terms. As part of the Employee Settlement, if approved, each of the Claims will be resolved and Class 6 Claims in the aggregate of approximately $1.43 million will be allowed. The Debtor estimates that after reconciliation of such claims is complete and either negotiations or objections are concluded, the aggregate amount of Class 6 Claims will be approximately $1.87 million. * Class 7 (General Unsecured Claims) are impaired and are estimated to recover less than 1% of their total allowed claim amount. As of September 21, approximately 630 parties have filed or otherwise hold scheduled Class 7 Claims in the aggregate amount of approximately $35 million. The Debtor estimates that after reconciliation of such claims is complete and either negotiations or objections are concluded, the aggregate amount of Class 7 Claims will be between approximately $16 million and $20 million, excluding Deficiency Claims which total approximately $26.4 million. The Plan will be funded by a combination of the proceeds of sale of certain of the Debtor's Assets, additional funding and/or use of cash collateral of ACA and the Prepetition Bond Trustees in accordance with the Unsecured Creditor Settlement, the Priority Claim Contribution, and as set forth in the Plan. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nyeb16-75545-605.pdf About Dowling College Dowling College was founded in 1955 as part of Adelphi College's outreach to Suffolk County, New York. Dowling College became the first four-year, degree-granting liberal arts institution in the county. It purchased the former W.K. Vanderbilt estate in Oakdale in 1962. Dowling College sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of $100 million to $500 million and debt of less than $100 million. The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP, as bankruptcy counsel; Ingerman Smith, LLP and Smith & Downey, PA, as special counsel; Robert Rosenfeld of RSR Consulting, LLC, as chief restructuring officer; and Garden City Group, LLC, as claims and noticing agent. The Debtor has also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC, as accountants; A&G Realty Partners, LLC and Madison Hawk Partners, LLC, as real estate advisors; and Hilco Streambank and Douglas Elliman serve as brokers. Judge Robert E. Grossman presides over the Debtor's bankruptcy case. The Office of the U.S. Trustee on Dec. 9, 2016, appointed three creditors of Dowling College to serve on an official committee of unsecured creditors. The Committee retained SilvermanAcampora LLP as its counsel. DUMITRU MEDICAL: Gets Interim Approval to Access Cash Collateral ---------------------------------------------------------------- The Hon. Mark A. Randon of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized Dumitru Medical Center, PC and its affiliated debtors to use cash collateral subject to the terms of the Interim Order. A final hearing on Debtor's Cash Collateral Motion will be held on October 22, 2018 at 11:00 a.m. The Debtors may use Cash Collateral for necessary operating expenses and ordinary living expenses and in the amounts described in the budget attached to the Motion, as may be modified, supplemented, or extended from time to time upon the written agreement of the Debtors and their Prepetition Secured Creditors. United Midwest Savings Bank and the Internal Revenue Service are granted replacement liens in the post-Petition Date assets of the Debtors, including accounts receivable, in the same extent, validity and priority as their liens existed on the Petition Date to the extent of the diminution of such Secured Creditors' collateral caused by Debtors' use of cash collateral, effective nunc pro tunc, as of the Petition Date. No liens are granted in any Chapter 5 causes of action or their proceeds to the secured creditors. The Debtors will make the following adequate protection payments to the Prepetition Secured Creditors: (i) Payments in the amount of the standard monthly payment in the current amount of $4,916.58 will be made to Midwest beginning on October 25, 2018 and continuing in that amount on the 25th day of each consecutive month through the effective date of any confirmed plan or the date of dismissal or conversion of this case; (ii) DMC will make monthly adequate protection payments to the IRS in the amount of $2,500 beginning on October 15, 2018 and continuing on the 15th day of each month through the effective date of any confirmed plan or the date of dismissal or conversion of this case; (iii) Dr. Sandulescu will make the regular monthly payments due to Bank of America, JP Morgan Chase Bank, Ditech Financial, LLC, Specialized Loan Servicing, United Guaranty Services, Inc., and Wells Fargo through the effective date of any confirmed plan or the date of dismissal or conversion of this case. (iv) The Debtors will have a 10-day grace period to make its adequate protection payments to United Midwest Savings Bank and the IRS. (v) The Debtors will at all times maintain such insurance on the PrePetition Collateral and all other tangible personal property as is required under its Security Agreement with United Midwest Savings Bank and as required by the US Trustee's operating instructions. In addition, to protect United Midwest Savings Bank and the IRS from any diminution in the value of their collateral, United Midwest Savings Bank and the IRS will have an administrative expense claim under Bankruptcy Code Section 507(b) for any unpaid adequate protection payments. Any of the following will constitute an Event of Default under the Interim Order: (a) The Debtors violate or fail to timely satisfy, post-petition, any nonpayment term or condition of the Consent Order. (b) A trustee or examiner is appointed under Chapter 11 of the Code without the consent of the Prepetition Secured Creditors. (c) The Debtors sell or encumber any item of property subject to the Prepetition Secured Creditors liens (including, without limitation, the Cash Collateral), without the prior written consent of the Prepetition Secured Creditors having a claim in such asset(s). (d) The Debtors' Chapter 11 proceedings are converted to a Chapter 7 proceeding or dismissed. (e) Insurance as required under the Interim Order is deemed inadequate, is allowed to lapse by the Debtors, or is otherwise terminated. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/mieb18-52936-27.pdf About Dumitru Medical Center PC Dumitru Medical Center PC, Doctor One House Call Physicians PC and their president Dumitru O. Sandulescu sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 18-52936) on September 21, 2018. In the petitions signed by Mr. Sandulescu, DMC, estimated assets of less than $1 million and liabilities of less than $1 million. Doctor One estimated less than $1 million in assets and less than $500,000 in liabilities. The Debtors tapped Lynn M. Brimer, Esq., at Strobl & Sharp, PC, as their bankruptcy counsel; and Howard Hanna R.E.S. as their real estate broker. EAST END BUS: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- East End Bus Lines and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral to pay the costs and expenses incurred in the ordinary course of its business to the extent provided in the Budget. The Debtors' principal assets consist of their contracts with school districts, accounts receivable and school buses. The Debtors need permission to collect the contract proceeds and disburse funds to operate their school transportation businesses. The Debtors contend that without the use of cash collateral, they will be unable to meet their payroll and other expenses, and worse, they will not be able to service and maintain their relationships with the school districts. TCJ is owed approximately $4,100,000 and its principal collateral is the accounts receivable and the contracts with the school districts. Prior to the bankruptcy filing, the Debtors entered into a loan agreement with TCJ pursuant to a note and security agreement. TCJ was granted a lien on all of the Debtors' assets, including its accounts, accounts receivable and contracts. The Debtors' counsel has negotiated a cash collateral consent arrangement with TCJ. The Debtors also seek authorization to grant TCJ a postpetition super priority claim together with the prepetition obligations jointly and severally against the Debtors' estates. The Debtors proposes to grant TCJ valid, binding, enforceable and automatically perfected liens and security interests in all of the Debtors' presently owned or hereafter acquired property and assets, whether such property and assets were acquired by the Debtors before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located, and the proceeds and products thereof, to the extent that TCJ's Pre-Petition Collateral is used by the Debtors. Moreover, the Debtors will make interest payments to TCJ in the amount of $16,000 per week for the period starting with the week ending October 5, 2018 and through the week ending November 2, 2018. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nyeb18-76176-22.pdf About East End Bus Lines East End Bus Lines Inc. and its subsidiaries -- https://www.eastendbus.com/ -- offer bus transportation services for students. East End Bus Lines and Montauk Student Transport are dedicated to providing cost-effective solutions for transportation requirements for private schools, public schools, charter trips, and camping events. Founded in 2007, East End Bus Lines was later joined by Montauk Student Transport under the guidance of John Mensch. East End Bus Lines and its subsidiaries, namely, Montauk Student Transport LLC, and Montauk Transit Service LLC filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 18-76176) on Sept. 13, 2018. In the petitions signed by John Mensch, president, East End Bus Lines and Montauk Student Transport estimated up to $50,000 and $10 million to $50 million in liabilities, and Montauk Transit Service estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Weinberg, Gross & Pergament LLP, led by Marc A. Pergament, serves as counsel to the Debtors; and Giambalvo, Stalzer & Company, CPA's, PC, as its accountant. ERNEST VICKNAIR: $618K Sale of Thibodaux Properties Approved ------------------------------------------------------------ Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., to sell to Kristie Currie of (i) the real property located at 201-211 St. Louis Street, Thibodaux, Louisiana, Parcel ID No. 0020406100, for $486,400, and (ii) the Condo Unit A of No. 5 of the Audubon Villa Condominiums, Thibodaux, Louisiana, Parcel ID No. 0020563520, for $132,000. The sale "as is, where is" basis, without warranties is free and clear of all liens, claims, or interests, with the liens, claims, or interests being referred and attaching to the proceeds of the sale. Upon the closing of the Sales, all liens, claims, or interests are unconditionally released as to the Properties, but not from the proceeds of the Sale as provided in the foregoing paragraph 2, and the Clerk of Court for Lafourche Parish is authorized to cancel all such liens, claims, and interests as to the properties only. The Disbursing Agent is authorized to distribute the net proceeds of the Sale of the St. Louis Property to First American Bank. The net proceeds of the Sale of the St. Louis Property will be calculated by deducting from the St. Louis Property Sale Price any usual and customary closing costs, realtor commission due and payable, and the sum of $3,834 which will be distributed to the Disbursing Agent and held in trust for payment of any Quarterly Fees due and payable to the Office of the United States Trustee for the quarter in which closing of the Sale of the St. Louis Property occurs. The Disbursing Agent is authorized and will receive the net proceeds of the Sale of the Audubon Condo to be held in trust and for distribution pursuant to the terms of the Plan of Reorganization of Dec. 4, 2017 with Immaterial Modifications as of Feb. 28, 2018. The net proceeds of the Sale of the Audubon Condo will be calculated by deducing the Audubon Condo Sale Price any usual and customary closing costs and any realtor commission due and payable. The Order will be effective immediately upon entry and no automatic stay or execution pursuant to Rule 62(a) of the Federal Rules of Civil Procedure or Bankruptcy Rule 6004(h) will apply with respect to the Order. The counsel for the Disbursing Agent will serve the Order on the required parties who will not receive notice through the ECF system pursuant to the FRBP and the LBRs and file a certificate of service to that effect within three days. Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel. EVERGREEN PRODUCTS: $50K Private Sale of Interest in Assets Denied ------------------------------------------------------------------ Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey denied Evergreen Products, LLC's private sale of interest in office furniture and electronics, inventory and scrap, as well as certain vehicles and forklifts, to EGP Enterprises, LLC for $50,000, free and clear of all liens. A hearing on the Motion was held on Oct. 16, 2018. About Evergreen Products Founded in 2004, Evergreen Products LLC -- http://www.egreenproducts.com/-- is a manufacturer of packaged terminal air conditioning units. Evergreen offers customers the latest eco-friendly Minisplit products with advanced remote control features. Evergreen carries a full line of hydronic PTAC units (steam, hot water or electric heat) and Ductless Mini-Split systems (heat pump or electric heat), with great choices in accessories and legacy replacement units. Evergreen offers professional grade, factory authorized services for basic repairs, preventive maintenance or upgrades to enhance performance & features. Evergreen's offices and warehouses are located in Woodside, New York. Evergreen Products LLC, based in Newark, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-31858) on Oct. 29, 2017. In the petition signed by Christopher Powis, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Philip Guarino, Esq., at Guarino Law, LLC, serves as bankruptcy counsel to the Debtor. FARNAN INC: Nov. 2 Plan Confirmation Hearing Set ------------------------------------------------ The Bankruptcy Court has issued an order conditionally approving the disclosure statement explaining Chapter 11 Small Business Plan of Farnan Inc. and scheduled the hearing on plan confirmation for November 2, 2018 at 1:30 p.m. The last day to object to confirmation is October 25. The Plan proposes the following classification and treatment of claims: * Class 1 (Administrative Claims) will be paid in full upon Plan Confirmation. Legal fees to the Debtor's Counsel may be paid pursuant to agreement between the Debtor and the Debtor's counsel. Class 1 is not impaired by the Plan. * Class 2 (First Commonwealth Bank) will be paid in full at interest over a period of 120 months. Class 2 will retain its liens on all collateral. Class 2 is impaired by the Plan. * Class 3 (Strategic Funding Company, Dynamic Capital Company, Merchant Funding Services, Samson Horus, LLC and Global Client Solutions Secured Claims) will not retain their liens and will be paid in Class 5 as general unsecured debts. Class 5 is impaired by the Plan. * Class 4 (Priority Unsecured Creditors) will be paid in full at interest over 60 months. Class 4 is not impaired by the Plan. * Class 5 (General Unsecured Creditors) will receive approximately 5% of their Allowed Claims pursuant to the Plan. Class 5 is impaired by the Plan. * Class 6 (Equity Security Holders) will not change as result of the Plan and Michael C. Farnan. will continue to own 100% of the Debtor. The Debtor is currently paying $800 per month to creditors that will be paid in the Plan. The total amount to be paid on a monthly basis to creditors in the Plan is $1,171. Consequently, under the Plan the Debtor will be paying $187 more per month under the Plan than the Debtor is paying while in the reorganization proceeding. A copy of the Disclosure Statement is available from PacerMonitor.com at https://tinyurl.com/y7zwa879 at no charge. About Farnan Inc. Farnan Inc., operator of a bar and restaurant known as the Village Inn, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-20378) on Feb. 1, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Carlota M. Bohm presides over the case. Christopher M. Frye, Esq., at Steidl & Steinberg, serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. FILBIN LAND: $2.5M Sale of Westley Property to Boyette Approved --------------------------------------------------------------- Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Filbin Land & Cattle Co., Inc.'s sale of approximately 10 acres located adjacent, including an operating Shell gasoline station and a 27 mini-mart and a non-operating restaurant, located at the Ingram Creek Road interchange of Highway 5 near Westley, California, to Jasbir Tatla for $8.35 million. The Debtor is authorized to ask a Lot Line Adjustment from Stanislaus County so as to implement the proposed sale of the Sale Property, and to take any and all actions necessary or proper to prosecute that Application and obtain the approval of the County. In the event that the County grants the Lot Line Adjustment, Filbin is, authorized to sell the Sale Property to the Buyer. Consistent with the results of the Auction conducted by the Court on Aug. 30, 2018, the Buyer and the purchase price will be $8.35 million. In the event that Tatla will fail timely to close, the Buyer will be Gawfco Enterprises, Inc. and the purchase price will be $8.3 million. In the event that the First Back-Up Bidder will fail timely to close, the Buyer will be Chase, Inc., doing business as Red Triangle Oil Co. and the purchase price will be $8.1 million. Specifically, upon completion of the Lot Line Adjustment, Filbin DIP will give notice thereof to the Bidders. On the second consecutive business day that is at least six calendar days after the Initial Notice, if Tatla has not previously and unconditionally deposited the purchase price into escrow in immediately available funds, Filbin DIP may issue a Second Notice to the Bidders by email terminating Tatla's purchase rights and inviting the First Back-Up Bidder to complete its purchase of the Sale Property. On the second consecutive business day that is at least six calendar days after the Second Notice, if the First Back-Up Bidder has not previously and unconditionally deposited the purchase price into escrow in immediately available funds, Filbin DIP may issue a Third Notice to the Bidders by email terminating the First Back-Up Bidder's purchase rights and inviting the Second Back-Up Bidder to complete its purchase of the Sale Property. The Claims of the County for real property taxes with respect to the Sale Property will be satisfied by Filbin DIP not later than the close of escrow. The Sale will be free and clear of the following: a. The holders of liens encumbering the Sale Property, specifically consisting of the Filbin Creditors: Dorothy M. Arnaud (individually, and as Co-Trustee of the Patrick H. and Margaret J. Filbin Trust UTA dated Dec. 30, 1973); Helen P. Jacobson individually, and as Co-Trustee of the Patrick H. and Margaret J. Filbin Trust UTA dated Dec. 30, 1973); Garry DeWolf (individually and Trustee of the estate of Jeanette DeWolf); Mary Etta Filbin (for the interest of Edward J. Filbin); James P. Filbin, and Thomas R. Filbin; b. The holders of rights under leases, contracts and judgment, specifically consisting of Fuel Source, Inc., Shell Oil Co., DK Stephens Enterprises, Precision Diesel, Rocky Fillippini, and Mark D. Potter on behalf of the Center for Disability, but only as regards the Sale Property. The claims, liens, leases and interests referred to will reattach to the net proceeds of sale. Filbin DIP is authorized to pay any undisputed amounts from those proceeds of sale. The Court retains jurisdiction to resolve any disputes regarding such claims. The sale proceeds will first be applied to reasonable and ordinary closing costs, courtapproved commissions including a 1.5% commission payable to Braun Real Estate Intemational, Inc., prorated real property taxes and assessments, liens as provided in the Order, and other customary and contractual costs and expenses incurred in order to effectuate the sale. After the legal description of the Sale Property has been established by the Lot Line Adjustment, Filbin DIP may obtain a Supplemental Order confirming the Sale which refers to that legal description. The 14-day stay of enforcement provided by Federal Rule of Bankruptcy Procedure 6004(h) is waived for cause. Upon the close of escrow, the net proceeds of sale will be transmitted to a trust account established by St. James Law, P.C. for the bankruptcy estate. The Debtor is authorized to pay to the Office of the United States Trustee the quarterly fees imposed from the sale proceeds. About Filbin Land & Cattle Co. Filbin Land & Cattle Co., Inc., is a privately-held company in Patterson, California, engaged in the cattle business. It is a merchant wholesaler of raw farm products. Filbin Land & Cattle Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90030) on Jan. 17, 2018. In the petition signed by Jeffery Edward Arambel, president and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $50 million to $100 million. Judge Ronald H. Sargis presides over the case. The Debtor tapped St. James Law P.C. as its bankruptcy counsel. Arch & Beam Global, LLC, is the financial advisor. FIRESTAR DIAMOND: $1M Sale of Inventory Interest to J.C. Penney OKd ------------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized Richard Levin, Firestar Diamond, Inc. and affiliates' Chapter 11 Trustee, to sell Firestar's interest in the inventory to J. C. Penney Co., Inc. for $1 million, subject to adjustments. The sale is free and clear of all liens, claims, encumbrances, or other interests, with any such interests to attach to the proceeds of the sale. Under Fed. R. Bankr. P. 6004(h), the Order will not be stayed for 14 days after entry, but will be effective and enforceable immediately. A copy of the Inventory attached to the Order is available for free at: http://bankrupt.com/misc/Firestar_Diamond_526_Order.pdf About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Richard Levin, Esq., has been appointed as Chapter 11 Trustee of Firestar Diamond, Inc. He has tapped Jenner & Block, LLP, as his attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as financial advisors; and Gem Certification & Assurance Lab, Inc., as appraisers. John J. Carney, Esq., has been appointed as examiner in the Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC, has been tapped as his financial advisor. FOMO GLASS: Nov. 20 Plan Confirmation Hearing --------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida conditionally approved the disclosure statement explaining FOMO Glass, LLC's Chapter 11 plan. November 13, 2018, is fixed as the last day for filing written acceptances or rejections of the Plan. November 20, at 11:00 a.m., is fixed as hearing via video conference for confirmation of the Plan. About FOMO Glass LLC About FOMO Glass, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40236) on May 2, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Karen K. Specie presides over the case. The Debtor hired Thomas Woodward Law Firm, PLLC as its bankruptcy counsel. FOSTER ENTERPRISES: May Continue Cash Collateral Use Until Jan. 31 ------------------------------------------------------------------ The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California has entered an order authorizing Foster Enterprises' and Howard and Anna Foster's use of the cash collateral through, and including, Jan. 31, 2019. The Debtors may use the cash collateral of these Lienholders: Allstar Financial Services, Inc., New Lakeview Farms, LLC, and the United States of America, on behalf of its agency, the Internal Revenue Service, in accordance with the Order and the budgets. The Debtors will be permitted to (1) carry over any amounts not expended for a particular line item in any week to succeeding weeks, (2) expend up to 15% more than the amounts set forth in a particular line item for a specific week in such week, and (3) expend over 15% more than the amounts set forth in a particular line item for a specific week in such week so long as the aggregate expenditures during the period covered by the Order do not exceed the total shown on the Budgets for such period by more than 15%. The Lienholders are granted replacement liens (1) to the same extent, validity, and priority as such Lienholder's respective prepetition liens, (2) to the extent of any Diminution in Value with respect to such Lienholder, and (3) to the extent of the Debtors' use of such Lienholder's respective Cash Collateral against, in, or upon all property and assets of the Debtors and all proceeds, offspring, rents, and profits thereof, including any after-acquired property of any nature whatsoever. However, said Replacement Liens will not extend to any Avoidance Actions, or the proceeds thereof or the property or cash recovered pursuant to any Avoidance Actions. The Replacement Liens are granted subject to any determination by the Court that the applicable Lienholder's respective prepetition lien is invalid or nonexistent (in which case, the Replacement Lien provided to such Lienholder will be deemed eliminated). The Debtors will make the following monthly adequate protection payments to such Lienholders: (1) the Foster Individuals will make Adequate Protection Payments to Allstar Financial in the amount of $13,000, (2) Foster Enterprises will make Adequate Protection Payments to the United States in the amount of $4,500, and (3) the Foster Individuals will make Adequate Protection Payments to the United States in the amount of $4,500. The Adequate Protection Payments will be due on (1) October 15, 2018, (2) November 15, 2018, (3) December 15, 2018, and (4) January 15, 2019. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb17-15749-349.pdf About Foster Enterprises Foster Enterprises is a trucking company in Ontario, California. The principal business address of the Debtor is 13610 S. Archibald Avenue, Ontario, San Bernardino County, California. Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15749) on July 10, 2017. In the petition signed by Jeffery Foster, general partner, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is jointly administered with the Chapter 11 case of Howard Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed on July 10, 2017. Ms. Foster is also a general partner in Debtor. The cases are assigned to Judge Scott C. Clarkson. The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin, Flewelling, Rasmussen, Campbell & Trytten LLP. MGR Real Estate, Inc., serves as the real estate broker to the Debtor. FRANKLIN ACQNS: Trustee's Sale of El Paso Property Denied as Moot ----------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas denied as moot the sale by Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions, LLC, of the real property known as 211 N. Stanton, El Paso, Texas to Courtron, LLC or assigns for $850,000. An Amended Motion was filed. About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. FULCRUM EXPLORATION: Judge Signs Final Cash Collateral Order ------------------------------------------------------------ The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas has entered final order authorizing Fulcrum Exploration, LLC, to use cash collateral for the payment of approved expenses set forth in the Budget. Prior to the Petition Date, the Debtor entered into a restated loan agreement with Sovereign Bank. Subsequently, Sovereign Bank merged with Veritex Bank. Pursuant to the Prepetition Restated Loan Agreement, the Debtor granted liens on substantially all of its assets. Additionally, and in conjunction with the Prepetition Restated Loan Agreement, the Debtor also executed that certain Mortgage and Security Agreement related to certain of the Debtor's oil and gas properties in Jackson and Tillman County, Oklahoma, to secure the prepetition obligations set forth in the Prepetition Loan Documents. As of the Petition Date, the Debtor's obligations arising from the Prepetition Loan Documents are legal, valid, binding, fully perfected, and non-avoidable obligations in the estimated aggregate liquidated amount of not less than $8,264,981. As adequate protection, the Veritex Bank is granted: (a) Veritex Bank will be granted a continuing, valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the Debtor's presently owned or hereafter acquired property and assets, whether such property and assets were acquired before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located (including, without limitation, first priority liens on any cash held in the Debtor's bank accounts), and the proceeds and products thereof junior only to the Carve-Out, but excluding any causes of action that could be brought under sections 544-548 of the Bankruptcy Code or any applicable state fraudulent-transfer statute or similar statute; (b) Only to the extent of diminution of the Prepetition Collateral as a result of such use of Cash Collateral, Veritex Bank will have a postpetition superpriority administrative expense claim against the Debtor, with recourse to all prepetition and post-petition property of the Debtor and all proceeds thereof, under Bankruptcy Code sections 503 and 507(b) against the Debtor's estate, which Superpriority Claim will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor or its estate and over all other administrative expenses of any kind, subject and junior only to the Carve-Out; (c) The Debtor is authorized and directed to pay to Veritex Bank an adequate protection payment on the last business day of each calendar month after entry of the Final Order in an amount equal to $40,000, or in such amount or timing as agreed in writing between the Debtor and Veritex Bank; (d) The Debtor will provide Veritex Bank with (i) a report showing actual cash collections and cash expenditures and detailing any variances from the Budget; (ii) a current accounts payable aging; (iii) a weekly production report covering the 7-day period ending the preceding Friday, in a form similar to that which was provided to Veritex Bank prior to the Petition Date; (e) The Debtor will provide Veritex Bank with monthly financial reports for August 2018, and each month thereafter by the 25th day of the month following the month reported (unless the Veritex Bank agrees to accept the monthly operating reports in lieu); (f) By the 25th calendar day of each calendar month, the Debtor will provide to Veritex Bank a true, correct and complete copy of the purchase statement that the Debtor receives from its gatherers, including but not limited to Enterprise Products and Phillips 66; and (g) The Debtor will arrange and hold bi-weekly calls with the Prepetition Secured Lender’s representatives, beginning the week of October 1, 2018. Further, The Debtor will allow Veritex Bank or its representative access to conduct site visits to the properties on the 15th day of each month during the term of the Final Order, or such other date may be mutually agreed to between the Debtor and the Veritex Bank, or the Debtor and Veritex Bank's representative. The Debtor will complete the following milestones by the time provided below: (a) AFEs Milestones: Subject to the availability of cash in an amount not less than the amount shown in the Budget, commence and complete the improvements authorized for expenditure (the "AFEs") on the following leases in the amounts listed below by the deadlines listed below: I. Tranche One (Total Cost: $80,685; Completion Deadline: November 30, 2018). -- Alice (Cost: $250); -- Oden Abernathy/Cobb (Cost: $750); -- Gibson #1 (Cost: $2,750); -- Taylor Trust #1 (Cost:$4,500); -- Cowan No. 3 (Cost: $40,435); -- Morgan #1 (Cost: $14,500); -- Miller #1 (Cost:$8,600); and -- City of Frederick No. 1A (Cost: $9,100); II. Tranche Two (Total Cost: $59,500; Completion Deadline: January 31, 2019). -- Cowan No. 1 (Cost: $19,500) -- James #2 (Cost: $10,000) -- James #3 (Cost: $10,000) -- Mary #1 (Cost: $10,000) -- Hinson #1 (Cost: $8,500) -- Alex #4 (Cost: $750) -- CanAm #5 (Cost: $750) (b) Plan Milestones: The Debtor has committed to seek (i) a debt and/or equity investment or sale of assets (the "Capital Raise Transaction"); or (ii) a replacement lender for Veritex Bank (the "Replacement Lender Transaction"). The Debtor has also indicated that it will focus first on the Capital Raise Transaction and then the Replacement Lender Transaction, if relevant. For all actions involved in marketing the Capital Raise Transaction or the Replacement Lender Transaction, Veritex Bank will have a right of consultation. However, no fiduciary obligations will be imputed to Veritex Bank. A. Capital Raise Transaction: (i) In the event that the Debtor circulates or distributes any "teaser" marketing papers or any other similar papers, the Debtor will circulate, prior to circulation, these materials to Veritex Bank. (ii) Within two business days of receiving from any potential investor or lender any formal document similar to a non-disclosure agreement, letter of intent, term sheet, proposal, or due diligence items (including without limitation, requests, checklists, and deliverable listings), the Debtor will forward such document to Veritex Bank. (iii) No later than October 30, 2018, the Debtor will request non-binding letters of intent outlining the terms on which counter-parties are willing close a Capital Raise Transaction. (iv) If, by November 30, 2018, the Debtor has not received a binding term sheet for a Capital Raise Transaction acceptable to Veritex Bank, the Debtor will focus on the Replacement Lender Transaction and the following milestones will apply. B. Replacement Lender Transaction: (i) No later than January 31, 2019, the Debtor will request non-binding letters of intent outlining the terms on which counter-parties are willing close a Replacement Lender Transaction. (ii) No later than February 28, 2019, the Debtor will have received a binding closeable offer for a Replacement Lender Transaction in an amount sufficient to satisfy the Prepetition Loan Obligations in full (which may be in the form of definitive documents or a detailed binding term sheet). The Debtor's right to use Cash Collateral pursuant to the Final Order will terminate upon the earlier to occur of: (i) February 28, 2019; (ii) the occurrence of any of these Termination Events: (a) the Debtor violates any term of the Final Order; (b) the Debtor's actual expenditures exceed the amounts set forth in the line items to the Budget or Subsequent Budgets by more than the Permitted Variance, and Veritex Bank did not previously consent in writing to such variation from the Budget or Subsequent Budgets, or did not subsequently waive such unauthorized use of Cash Collateral; (c) the Debtor fails to complete any of the AFEs by the deadlines specified in the Final Order, subject to Cash availability in an amount not less than the amount stated in the Budget; (d) the Debtor fails to actively contest any motion by any party in interest, other than Veritex Bank, seeking termination or modification of the automatic stay as to the Prepetition Collateral; and (e) the entry of an order: (i) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; (ii) dismissing the Chapter 11 Case; (iii) without approval of Veritex Bank, reversing, vacating, or otherwise amending, supplementing, or modifying the Final Order; or (iv) invalidating, subordinating, or otherwise sustaining any challenge to the Prepetition Liens, the Adequate Protection Liens, or the Superpriority Claim granted to Veritex Bank under the Final Order. A copy of the Final Cash Collateral Order is available at http://bankrupt.com/misc/txnb18-32070-72.pdf About Fulcrum Exploration Fulcrum Exploration, LLC -- http://www.fulcrumexploration.com/-- is a Texas-based independent oil and gas company experienced in exploration and production. The company is actively developing its producing properties and is engaged in efforts to acquire additional undeveloped leaseholds. Fulcrum's operational experience also includes successfully reworking mature fields to recover additional reserves and prolong production. Fulcrum operates producing leases in both Tillman County and Jackson County Oklahoma. Fulcrum Exploration filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32070), on June 24, 2018. The Petition was signed by Derek Jensen, president. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Hon. Stacey G. Jernigan is the case judge. The Debtor is represented by Pronske Goolsby & Kathman, P.C. GAINESVILLE HOSPITAL: Nov. 15 Plan Confirmation Hearing ------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, conditionally approved the disclosure statement explaining Gainesville Hospital District's Chapter 9 plan, and scheduled a hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan for November 15, 2018, at 10:00 a.m., prevailing Central Time. The Combined Hearing may be continued from time to time by the Court without further notice other than adjournments announced in open court or in the filing of a notice or a hearing agenda in this Chapter 9 Case. Any objections to the Disclosure Statement or confirmation of the Plan must be written and filed by 4:00 p.m., prevailing Central Time on November 12, 2018, and all comments or objections not timely filed and served by such deadline shall be deemed waived. About Gainesville Hospital District Gainesville Hospital District filed a Chapter 9 petition (Bankr. E. D. Tex. Case No. 17-40101) on January 17, 2017. The petition was signed by Ramin Roufeh, chief executive officer. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. GLOBAL HEALTHCARE: Completes 1st Closing of $660,000 Units Offering ------------------------------------------------------------------- Global Healthcare REIT, Inc., has consummated the first closing of a private offering of Units, each Unit consisting of an 11% Senior Secured Note and one warrant for each $1.00 in principal amount of Note. In closing the Minimum Offering, the Company sold an aggregate of $660,000 in Units to new cash investors, and also sold an additional $1,075,000 in Units to holders of existing 10% senior notes and warrants that were exchanged for Units in the Offering. The Offering will continue until the Maximum Offering of $1.75 million is reached, or Oct. 31, 2018. The Offering is being conducted through a registered broker-dealer acting as a Placement Agent. The purchase price for the Units is equal to the principal amount of the Notes. Each Warrant is exercisable for a period of three years to purchase a share of common stock at an exercise price of $.50 per share. The Notes and Warrants were sold to 20 investors, each of whom qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended. The Placement Agent will be paid a cash commission of 6% of the offering proceeds, a 10% warrant coverage and a 3% warrant solicitation fee for the exercise of the Warrants solicited by the Placement Agent. The issuance of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 506(b) of Regulation D and Section 4(2) thereunder. The investors each qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. The Company did not engage in any public advertising or general solicitation in connection with this transaction, and it provided the investor with disclosure of all aspects of its business, including providing the investor with its reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on the Company's investigation, the Company believed that the accredited investors obtained all information regarding the Company that each requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes. The proceeds of the offering will be used for general working capital. About Global Healthcare Greenwood Village, Colorado-based Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. As of Dec. 31, 2017, the Company owned nine healthcare properties which are leased to third-party operators under triple-net operating terms. Global Healthcare incurred a net loss of $3 million for the year ended Dec. 31, 2017, compared to a net loss of $1.29 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $38.19 million in total assets, $36.45 million in total liabilities and $1.74 million in total equity. MaloneBailey, LLP's audit opinion included in the company's annual report on Form 10-K for the year ended Dec. 31, 2017, contains a going concern explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GRAY TELEVISION: Fitch to Rate BB-(EXP) LT Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings expects to assign a 'BB-(EXP)' Long-Term Issuer Default Rating to Gray Television Inc. upon the Raycom Media, Inc. acquisition closing. The expected ratings are contingent on the receipt of required regulatory approvals and a final committee review by Fitch to assess any change in assumptions that may have occurred. Fitch also expects to assign a 'BB+'/'RR1(EXP)' to Gray's proposed $200 million senior secured revolving credit facility, incremental $2,150 million Term Loan B and existing $595 million Term Loan B. The two-notch uplift reflects superior recovery prospects for the senior secured level of the capital structure incorporating the value of the combined portfolio of television station assets. Fitch would expect to assign a 'BB-'/'RR4(EXP)' to Gray's existing senior unsecured notes. Fitch has determined that in accordance with established criteria that the proposed issuance of series A preferred stock receives 0% equity credit, and as such is included in Fitch's leverage calculations. Fitch does not expect to rate the series A preferred stock. The ratings reflect the transformative nature of the Raycom acquisition, which will position the company as the third largest independent station group in the U.S. and roughly doubles its size in terms of revenues and EBITDA. Raycom provides a complementary portfolio of highly ranked TV stations in both mid-sized and some larger markets located predominantly in the Southeast. Fitch believes that the pro forma portfolio of television stations, which rank number one or number two in roughly 92% of its markets, stands out relative to similarly-sized TV broadcast peers. Fitch expects that Gray's highly ranked stations will continue to provide it with the opportunity to garner a larger share of local television and political advertising revenues in its markets despite ongoing secular pressures. The ratings also reflect the growing and more stable net retransmission revenue stream and Fitch's expectation that this provides the credit profile with a level of support during periods of economic fluctuation. The ratings also incorporate elevated pro forma gross unadjusted leverage of 6.1x, based on last eight quarters annualized EBITDA and including the preferred stock. However, Fitch believes that the enhanced FCF generation of the combined entity provides Gray with the ability to quickly delever. Fitch expects material deleveraging during the two years following the acquisition close due to debt reduction and EBITDA growth and expects two-year average gross leverage to reduce to roughly 5.0x. Gray will benefit from what is anticipated to be a robust mid-term political cycle in 2018, with a number of contested House, Senate and down ballot races. Fitch also views positively Gray's management teams willingness to utilize equity to help fund its acquisitions. Fitch believes that the $80 million in outlined cost synergies are largely achievable, particularly as they relate to duplicative corporate and station level costs and headcount reductions and a re-rate of Raycom's subscriber base to Gray's higher retransmission per subscriber fees. Fitch has not included any potential revenues synergies in its forecasts. However, Fitch believes that Gray could also benefit from Raycom's other media assets that may provide vertical opportunities to use its increased scale in order to leverage Raycom's programming capabilities. Gray as a larger and more diversified station group could also see some benefit in regard to its ability to garner national advertising revenues in its markets. Gray announced its intention to acquire Raycom on June 25 for roughly $3.65 billion. The purchase price represents a 8.0x multiple by Fitch's estimates, including $80 million of synergies, and is in line with recent transactions in the television broadcast space. Fitch believes that the deal should receive regulatory approvals by year-end 2018 given the conservative structuring of the transaction. Gray has already entered into agreements to divest stations in the nine overlapping markets and the $234 million in after-tax anticipated proceeds will help reduce required acquisition funding. KEY RATING DRIVERS Enhanced Scale and Market Diversity: Pro forma for the Raycom acquisition, Gray will reach 24% of U.S. television households, up from 10% previously. Gray was primarily concentrated in smaller designated market areas (DMAs) (ranked between 61 and 209) that were generally less competitive and overlap in university towns and state capitals. With the Raycom acquisition, Gray is adding a complementary portfolio of highly ranked TV stations in mid-sized and some larger markets predominantly in the Southeast. Highly ranked station assets generally garner a larger share of local and political television advertising revenue in their markets. On a stand-alone basis, Gray captured roughly 40% of the total television advertising revenue in its markets in 2Q'18. Strong Station Portfolio: On a combined basis, Gray-Raycom will have a number one or number two ranked station in 92% of its markets. Gray could also benefit from Raycom's other media assets that may provide vertical opportunities to use its increased scale in order to leverage Raycom's programming capabilities. High Pro Forma Leverage: Fitch-calculated pro forma unadjusted gross leverage (including preferred stock) will approximate roughly 6.1x at acquisition close based on last eight quarters annualized EBITDA as of June 30, 2018 and including the $80 million in anticipated synergies. Fitch believes that the capacity to meaningfully reduce leverage owing to the enhanced FCF generation of the pro forma company. Growing Net Retransmission Revenues: Fitch expects that retransmission revenues will continue to grow at a double-digit pace over the near term. Fitch expects these fees to continue to increase given the significant gap between a broadcast station's audience share and its share of multichannel video programming distributors' (MVPDs) programming fees. However, Fitch notes affiliates share an increasing proportion of these fees with the networks, and will increase from roughly 51% in 2018 to 55% by year-end 2018 per SNL Kagan. Fitch expects net retransmission fees will grow more modestly in the low-single-digit range. Strong FCF and Liquidity Profile: TV broadcasters typically generate significant amounts of FCF due to high operating leverage and minimal capex requirements. Fitch expects 2018 free cash flow generation will benefit from the return of robust political advertising revenues, Olympics revenues, as well as, the increase in higher-margin retransmission revenues. Gray generated $174 million in FCF for the LTM period ended June 30, 2018. Pro forma for the Raycom acquisition, Fitch estimates combined two-year average FCF in excess of $400 million (even-odd). Liquidity will also be supported by roughly $100 million in pro forma balance sheet cash and availability under the new upsized $200 million revolver. Gray does not have any required debt amortization under its existing Term Loan B. Mandatory amortization payments of $21.5 million for the incremental Term Loan B are modest and the next sizeable maturity is not until 2024. Advertising Revenue Exposure: Fitch estimates that advertising revenues accounted for roughly 65% of Gray's stand-alone 2017 total revenues (excluding political). Advertising revenues, especially those associated with TV, are becoming increasingly hyper cyclical and represent a significant risk to all TV broadcasters. Gray works to offset this risk with its focus on increasing its share of more stable local advertising revenues. Local advertising revenues, excluding political, were 50% of Gray's stand-alone 2017 revenues. Stable Advertising Environment: Fitch expects the advertising environment to remain stable in 2018. The peer group remains heavily exposed to auto advertising. Fitch expects U.S. car sales to continue to plateau, but remain at solid levels over the next several years. However, television broadcasters will continue to lose advertising share to other mediums. Per Magna Global, total linear television advertising revenues, excluding political and Olympics, are expected to decline by roughly 2% in 2018. Viewer Fragmentation: Gray continues to face the secular headwinds present in the TV broadcasting sector including declining audiences amid increasing programming choices, with further pressures from over-the-top (OTT) Internet-based television services. However, it is Fitch's expectation that local broadcasters, particularly those with higher-rated stations, will remain relevant and capture audiences that local, regional and national spot advertisers seek. Fitch also views positively the increasing inclusion of local broadcast content in OTT offerings. Growth in OTT subscribers could provide incremental revenues and offset declines of traditional MVPD subscribers. However, Fitch does not believe penetration will be material for Gray over the near term, particularly give the company's predominance in smaller and more medium-sized markets. DERIVATION SUMMARY Gray's 'BB-' IDR reflects its smaller scale and higher leverage relative to the larger and more diversified media peers, like CBS Corporation (BBB/Stable) and Discovery Communications LLC (BBB-/Stable). Gray's ratings reflect the anticipated elevated pro forma gross unadjusted leverage following the Raycom acquisition, which is offset by the company's enhanced scale and competitive position. The ratings also reflect Gray's strong EBITDA margins and FCF margins, which are at the high-end of the TV broadcast peer group, a reflection of the strength of the company's station portfolio. On a stand-alone basis, all of Gray's television stations were ranked number one and number two in its markets. Pro forma for the Raycom acquisition, 92% of the company's markets will be ranked number one or two. The pro forma company will also have a favorable mix of affiliated stations weighted toward CBS and NBC. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Gray closes acquisition of KDLT for $33 million in 2018. - Gray purchases Raycom for $3.647 billion funded through a combination of cash on hand, after-tax divestiture proceeds, a $2.15 billion incremental Term Loan B, $650 million in preferred stock, and common stock issuance (11.5 million shares). Fitch assumes transaction close in late 2018. - Fitch expects core advertising revenues to continue to decline in the low-single-digits over the forecast period. - Gray will benefit from the return of political revenues with the 2018 midterm elections and the next presidential election cycle in 2020. - Gross retransmission revenues growth will decelerate over the ratings horizon, declining to mid-double digits in 2019 and to high-single-digits by 2021. Fitch expects EBITDA margin compression owing to increasing reverse retransmission fees. - Capital expenditures in a range of 3%-4% of revenues annually. - Minimal cash taxes due to utilization of NOLs. - Average two-year FCF generation in excess of $400 million (even-odd year). - Gray pays scheduled debt amortization ($21.5 million annually). - Fitch assumes Gray uses excess cash flow to focus on debt reduction over the next couple of years and beyond that time frame balances acquisitions and shareholder returns. - Average two-year Fitch-calculated gross unadjusted leverage (including preferred stock) declines to roughly 5.0x, based on 2020E/2021E EBITDA. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Fitch does not expect any positive momentum to the rating over the near term given the elevated leverage following the Raycom acquisition. - Over the longer term, two-year average gross unadjusted leverage falling below 4.5x and management's commitment to maintaining leverage at this level. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Two-year average gross unadjusted leverage remaining above 5.5x resulting from a slower than expected pace of deleveraging as a result of weaker operating performance or more aggressive financial policies. LIQUIDITY Gray has good liquidity supported by an anticipated $100 million in balance sheet cash at acquisition close and an upsized $200 million revolving credit facility (undrawn) and modest credit facility amortization through 2024. The company will also benefit from the return of robust political revenues, which will bolster FCF generation in 2018. Television broadcasters benefit from high degree of operating leverage. Gray generated $174 million in FCF for the LTM period ended June 30, 2018. Pro forma for the Raycom acquisition, Fitch estimated combined average FCF generation in excess of $400 million. With the Raycom acquisition, Gray will issue an incremental $2,150 million Term Loan B. Gray's first lien credit facilities have modest covenant protections. The revolver has one financial maintenance covenant, a First Lien Net Leverage Ratio of 4.50x, which steps down to 4.25x two years after closing and is only tested when the revolver is drawn. The first lien credit facilities also require a 50% excess cash flow sweep when First Lien Net Leverage is greater than 4.50x, stepping down to 25% when leverage is greater than 3.75x and 0% otherwise. FULL LIST OF RATING ACTIONS Fitch expects to assign the following ratings: -- Long-Term Issuer Default Rating at 'BB-(EXP)'; -- Revolver due 2023 at 'BB+'/'RR1(EXP)'; -- Term Loan B due 2024 at 'BB+'/'RR1(EXP)'; -- Term Loan B due 2025 at 'BB+'/'RR1'(EXP)'; -- Senior Unsecured Notes at 'BB-'/'RR4(EXP)'. The Rating Outlook is Stable. GRAY TELEVISION: Moody's Confirms B1 CFR & Alters Outlook to Pos. ----------------------------------------------------------------- Moody's Investors Service confirmed Gray Television, Inc.'s B1 Corporate Family Rating, and B1-PD Probability of Default which were under review for downgrades. The Company's 5.125% senior unsecured notes (due 2024) and 5.875% senior unsecured notes (due 2026) were downgraded to B3, from the previous rating of B2 -- under review for downgrade. Moody's assigned a Ba2 to the new 7-year, $2.150 billion Senior Secured Term Loan B (due 2025), and a Ba2 to the Company's amended and extended 5-year, $200 million senior secured revolving credit facility. The Company's existing senior secured revolving credit facility was downgraded to Ba2, from the previous rating of Ba1 - under review for downgrade, and will be withdrawn upon repayment. The Outlook was changed to Positive, from rating under review. This action ends its review for downgrade, initiated June 25, 2018 following Gray's announcement that it will acquire Raycom Media (unrated) for an enterprise value of $3.647 billion. The acquisition excludes certain parts of Raycom's business including Community Newspaper Holdings, Inc. and PureCars which will be spun off or sold. According to management, the purchase price represents a multiple of approximately 7.8x Raycom's blended average 2017/2018 operating cash flow, as adjusted for expected synergies and tax benefits (and excluding CNHI and PureCars). The transaction has been approved by the Board of Directors of both companies and the requisite majority of Raycom's shareholders (no shareholder vote is required by Gray shareholders). The acquisition will be financed with a mix of cash and equity, specifically over $800 million in cash (from balance sheet, free cash flow and after-tax divestiture proceeds), $2.150 billion in debt financings, $650 million in a new series of preferred stock (8% cash coupon, 8.5% PIK at the election of Gray, perpetual and callable), and approximately $147 million of Gray common stock (based on 11.5 million shares). Gray shareholders will retain 89 percent of the economic ownership of the combined company at close. Raycom's President and CEO will become Gray's President and Co-Chief Executive Officer, and Hilton Howell will become the Executive Chairman and Co-Chief Executive Officer. The closing, scheduled by year-end 2018, is subject to customary conditions including regulatory approval by both the Federal Communications Commission and the Division of Justice. However, Gray plans to voluntary, and immediately, divest all stations in overlapping markets (representing less than 4% of the pro forma combined company's operating cash flow) and is not seeking any FCC waivers significantly reducing regulatory risk. Even without the divestitures, the combined company will be approximately 24%, significantly below the 39% regulatory national ownership cap. Downgrades: Issuer: Gray Television, Inc. Senior Secured Revolving Credit Facility, Downgraded to Ba2 (LGD2) from Ba1 (LGD1) Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD5) from B2 (LGD4) Assignments: Issuer: Gray Television, Inc. Senior Secured Term Loan, Assigned Ba2 (LGD2) Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD2) Outlook Actions: Issuer: Gray Television, Inc. Outlook, Changed To Positive From Rating Under Review Confirmations: Issuer: Gray Television, Inc. Probability of Default Rating, Confirmed at B1-PD Corporate Family Rating, Confirmed at B1 Senior Secured First Lien Term Loan, Confirmed at Ba2 (LGD2) Upgrades: Issuer: Gray Television, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 RATINGS RATIONALE Gray's B1 Corporate Family Rating is supported by its scale, national footprint, and strong market position. With the acquisition of Raycom, pro forma combined revenue will be approximately $2 billion at the end of 2019, approximately double Gray's standalone size, making it the third largest TV broadcast group in the US behind only Sinclair Broadcast Group, Inc. (Ba3 stable) and Nexstar Broadcasting, Inc.(B1 stable). Combined, Gray US TV household reach will rise to about 24%, from 10% (17% with the UHF discount) with the addition of Raycom's 61 TV stations in 44 markets (16% coverage). In total, Gray will have a national footprint of 165 TV stations in 92 markets (after planned divestitures of 9 station in market overlaps) with a diversified mix of 135 big-four affiliates (ABC, NBC, CBS, and Fox) in its DMA's. It will also have very strong market position, with 92% of its stations ranked #1 or #2, 66% ranked #1. Moody's also views favorably the Company's retransmission fees which will approach 40% of total revenue by the end of 2019, on growth in the mid-teens helping to produce good EBITDA margins in the mid to high 30% range. The Rating is also supported by very good liquidity, including strong free cash flow, backup revolver, and covenant lite loans. Constraints to the rating includes a high leverage ratio (Moody's adjusted debt/ 2 year average EBITDA) for the rating category. Pro forma for the combination, Moody's expects the ratio to be near 6x at the end of 2018, above its revised tolerance of 5.5x. Moody's expects the ratio to improve to near 5x by the end of 2019, primarily with debt repayment. However, Gray has an established propensity to transact using leverage, having made 6 material acquisitions over the last 4 years (2014-2017), totaling more than $1.5 billion not including Raycom. With this posture and significant capacity under regulatory caps and covenants, Moody's believes there is a fair degree of event risk such that Gray's leverage is likely to rise again, with changes to the capital structure. Additionally, Moody's expects Gray to remain exposed to the risk of disruption in the media industry, losing at least low single digit percent of advertising revenues annually. The Positive outlook incorporates Moody's expectation that (Moody's adjusted) revenue, EBITDA, and free cash flows over the two year period 2018/2019 will average $2 billion, $775 million, and $475 million respectively, with gross debt falling just below $4 billion by the end of 2019. Based on these projections Moody's estimates at the end of 2019, the leverage ratio will improve to near 5x, interest coverage will be in the mid to low 4x range, and free cash flow to debt will be in the low teens percent range, with EBITDA margins in the mid to high 30% range (all Moody's adjusted 2 year averages). Key assumptions in its operating model includes mid- average 2 year revenue and EBITDA growth (Moody's adjusted) of near 5% and 10%, respectively, for the year ended 2019. Its outlook also incorporates its expectation that liquidity will remain very good. FACTORS THAT COULD LEAD TO AN UPGRADE Moody's could consider an upgrade if leverage (Moody's adjusted debt-to-2 year average EBITDA) is sustained below 4.5x, and coverage (Moody's adjusted 2 year average free cash flow-to-debt) is sustained above 7.5%. A positive rating action would also be considered if the company maintains good liquidity, increases its scale, improves its market position, diversifies its business model, or adopts more conservative financial policies. In addition, a positive action is also conditional on a low probability of near-term event risks and the absence of negative developments including unfavorable changes in regulation, capital structure and or key performance measures. FACTORS THAT COULD LEAD TO A DOWNGRADE Gray's ratings could be downgraded if leverage (Moody's adjusted debt-to-2 year average EBITDA) is sustained above 5.5x, or coverage (Moody's 2 year average free cash flow-to-debt) is sustained below 5%. A negative rating action would also be considered if the company's scale diminished, cash flows fell, more aggressive financial policies were adopted, liquidity diminished, or Moody's anticipated the possibility of a material and adverse change market position or share, regulation, capital structure, key performance measures, or the operating model. The principal methodology used in these ratings was Media Industry published in June 2017. Gray Television, Inc., headquartered in Atlanta, GA, is a television broadcast company that owns and operates more than 100 television stations across 57 midsized markets covering roughly 10% of US households. Gray has more than 200 program streams, including more than 100 big 4 broadcast network affiliates. The company operates the #1 or #2 ranked stations in all of its markets. Gray is publicly traded and its shares are widely held with the family and affiliates of the late J. Mack Robinson collectively owning approximately 11% of combined classes of common stock. The dual class equity structure provides these affiliated entities with roughly 40% of voting control. Revenue as of LTM June 30, 2018 was approximately $954 million. Raycom Media an employee-owned company, is one of the nation's largest privately-owned local media companies and owns/or provides services for 65 television stations and 2 radio stations in 44 markets located in 20 states, covering 16% of the U.S. television households. The company is headquartered in Montgomery, Alabama. INFORMATION RESOURCES: S&P Puts 'B-' ICR on CreditWatch Negative ---------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Chicago-based Information Resources Inc. (IRI), including the 'B-' issuer credit rating, on CreditWatch with negative implications. S&P expects to withdraw its issue-level ratings on all of IRI's existing debt once the transaction closes and its debt is repaid in full. Vestar Capital Partners LLC is acquiring a majority stake in IRI from New Mountain Capital LLC. As part of the transaction, IRI is issuing $1.68 billion of term loans(first and second) and a mix of common/non-common equity. The company will use the proceeds from these issuances to pay down all of its existing debt and fund the purchase of IRI by Vestar. S&P said, "The CreditWatch placement reflects our expectation that IRI's adjusted leverage will continue to remain elevated over the next 12 months due to the additional debt added to fund this transaction. The CreditWatch also reflects our expectation that the company will likely continue to generate negative free operating cash flow, which is a key factor in our existing downside threshold for the rating. We would expect to withdraw our existing issue-level ratings on all of IRI's existing debt once the transaction closes and its debt is repaid in full." IRB HOLDING: Moody's Cuts Sec. Bank Ratings to B2, Outlook Negative ------------------------------------------------------------------- Moody's Investors Service downgraded IRB Holding Corporation's senior secured bank ratings to B2 from B1 including the proposed $1.025 billion upsize to its existing senior secured term loan. Moody's also downgraded IRB's $485 million senior unsecured notes to Caa2 from Caa1. In addition, Moody's confirmed IRB's B2 Corporate Family Rating and B2-PD Probability of Default Rating. The ratings outlook is negative. This concludes Moody's review that was initiated on September 26, 2018. Proceeds from the proposed $1.025 billion term loan add-on and approximately $625 million of common equity contributed by affiliates of Roark Capital will be used to fund the acquisition of Sonic Corporation for approximately $2.3 billion. As part of the acquisition, IRB will also be assuming approximately $720 million of securitized debt at Sonic. "The change in outlook to negative reflects IRB's high leverage pro forma for the Sonic acquisition which comes on the heels of the February 2018 acquisition of Buffalo Wild Wings, Inc. -- a concept experiencing weak operating trends stated", Bill Fahy, Moody's Senior Credit Officer. There is a risk that this acquisition could divert management's attention from the turnaround effort at BWW. Pro forma for the acquisition of Sonic, leverage will increase to over 7.0 times and remain well above its previous expectations that leverage would drop under 6.0x by the latter half of 2019. "The downgrade of the senior secured and unsecured ratings reflect the material amount of securitized debt at both Arby's Restaurant Group, Inc. and Sonic that is contractually senior to all other debt in the capital structure with regards to these two concepts", stated Fahy. The confirmation of the CFR incorporates IRB's material scale, multiple brands, improved diversification, very good liquidity and material amount of contributed equity. Downgrades: Issuer: IRB Holding Corporation Senior Secured Bank Credit Facilities, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD6) from Caa1 (LGD5) Outlook Actions: Issuer: IRB Holding Corporation Outlook, Changed To Negative From Rating Under Review Confirmations: Issuer: IRB Holding Corporation Probability of Default Rating, Confirmed at B2-PD Corporate Family Rating, Confirmed at B2 RATINGS RATIONALE IRB is constrained by its high leverage pro forma for the acquisition of Sonic, more challenging operating metrics at BWW and additional call on management's time. The ratings also consider the cost pressures associated with certain commodities and labor, some level of geographic concentration by brand and high level of competition particularly for bar & grill. However, the ratings also reflect IRB's material scale, multiple brands and franchised focused business model that helps add stability to revenues and earnings. The ratings also factor in the material amount of contributed equity to partially finance acquisitions and it's very good liquidity. The negative outlook reflects the challenge of materially improving credit metrics within a reasonable time frame given the high level of pro forma debt, the additional call on management's time and input immediately following the acquisition of BWW -- where operating trends and cost pressures are challenging. An inability to achieve a sustained improvement in operating performance and credit metrics over the following 12 to 18 months could result in a downgrade. Specifically, ratings could be downgraded if debt to EBITDA does not decline towards 6.0 times. Moreover, any deterioration in liquidity or the inability to generate positive free cash flow could also result in a downgrade. The ratings could be upgraded with a sustained improvement in operating performance and stronger credit metrics with debt to EBITDA approaching 5.0 times and interest coverage of around 2.0 times. A higher rating would also require maintaining very good liquidity. The B2 rating on the bank facilities reflect the material amount of securitized debt that is contractually senior to these facilities in regards to value at both Arby's and Sonic. The bank facilities do benefit from the material amount of liabilities that are junior to these facilities, including $485 million of senior unsecured notes and other liabilities that are junior to the bank facility. The Caa2 rating on the senior unsecured notes reflect the notes junior position to the significant amount of secured bank debt and securitized debt. IRB Holding Corp. is the parent holding company of Arby's Restaurant Group, Inc. and Buffalo Wild Wings as well as Sonic Corp. after the successful execution of the proposed financing and acquisition. Annual revenues will be approximately $3.9 billion while systemwide sales will exceed $12.0 billion. The principal methodology used in these ratings was Restaurant Industry published in January 2018. IRB HOLDING: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating to Atlanta-based IRB Holding Corp. The outlook is stable. S&P said, "At the same time, we affirmed the 'B' issue-level rating on the senior secured credit facility, consisting of a $250 million revolving credit facility (including $100 million in revolver add-on) and a $2.6 billion (including the $1.025 billion term loan add-on) first-lien term loan B with a '3' recovery rating. The '3' recovery rating reflects our expectation of moderate (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. We also affirmed the 'CCC+' issue-level rating with a '6' recovery rating on the $485 million senior unsecured notes. The '6' recovery rating reflects our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The ratings affirmation reflects our expectation that, despite a significant increase in leverage to the mid-7.0x area post transaction, credit metrics will improve meaningfully over the next 12-24 months driven by positive operating trends and debt repayment of about $200 million over that period. We believe the addition of Sonic will benefit the company by increasing scale, enhancing brand diversity, and adding stability to cash flows given Sonic's 95% franchised business model. However, we recognize that the acquisition of Sonic, the company's second large acquisition in less than a year, reflects a very aggressive financial policy and will introduce further integration risk and operational complexity. We anticipate the company will continue to pursue acquisitions over time but given the two large transactions announced within the past year, we expect a pause to absorb the sizable operations of BWW and Sonic. We believe that results will benefit from leveraging best practices in technology, data analytics, and marketing -- three critically important competitive factors in the restaurant industry -- across all brands and through other cost synergies. "The stable outlook reflects our expectation that, despite a significant increase in pro forma leverage, credit metrics will materially improve over the next 12 months due to continued enhancement in operating performance at BWW and Sonic and moderate debt repayment. Pro forma for the acquisition, S&P Global Ratings' adjusted leverage will be in the mid-7.0x range and will improve to the low- to mid-6.0x area at fiscal year-end 2019. "We could lower our ratings if we believe the company is unable to improve credit metrics, leading to adjusted debt to EBITDA sustained at 7.0x or above. This could happen if competition increases and key initiatives at BWW and Sonic fail to produce sustained improvement in operating performance. Under this scenario, adjusted EBITDA margin in fiscal 2019 would be 150 bps below our forecast, and sales growth would be flat to slightly positive (compared with our forecast of low-single digits). "We could raise the ratings if the company can sustain positive operating trends at all three brands by building a track record of effective product development, improving company cost structure by leveraging scale and technology, and successfully integrating the BWW and Sonic brands. This would lead us to view the company's competitive standing and profitability more favorably. Although less likely, given the company's debt-financed acquisition track record, we could also raise the ratings if the company significantly outperforms our base-case forecast, leading to notably better credit metrics. This would happen through a combination of strong operating performance and considerable debt repayment such that adjusted leverage remains below 5.0x on a sustained basis. This scenario would also require us to believe the financial sponsor will adopt a relatively conservative financial policy, and that the possibility of a re-leveraging event is minimal." JAMES THOMAS: Sale of Denver Residential Rental Property Approved ----------------------------------------------------------------- Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado authorized James Douglas Thomas and Michelle Sykes-Thomas to sell the residential rental property located at 5010 Troy St., Denver, Colorado, the legal description of Montbello No. 3 B6 L9. The Debtors are authorized to distribute the sale proceeds pursuant to the Plan to satisfy claims and cures currently due, and reasonable expenses of the Debtors. About the Thomases The Chapter 11 case is In re JAMES DOUGLAS THOMAS and MICHELLE SYKES-THOMAS (Bankr. D. Colo. Case No. 13-11653). The Meininger Law Firm, led by founding partner John A. Meininger, serves as counsel to the Debtors. The Debtors' Second Amended Chapter ll Plan of Reorganization as modified by Interim-Order Modifications was confirmed by order on Chapter 11 Plan Confirmation on Nov. 9, 2015. JASON FLY LOGGING: $80K Private Sale of 2017 Mack CHU613 Approved ----------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi authorized Jason Fly Logging, LLC's private sale of the 2017 Mack CHU613, bearing VIN Number 1M1AN07Y3HM025786, to Dragon Woodland Corp. for $80,000. The sale is free and clear of all liens, claims, interests and encumbrances. The purchase price will be paid by the Purchaser within 15 days after the date of entry of the Order. All proceeds of the Sale will be paid at closing to Mack Financial, which holds a duly perfected security interest in the Equipment. The 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. The provisions of the Order will become effective immediately. 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. JEREMY STUTES: Sale of 1991 Sea Ray 420 Sundancer Approved ---------------------------------------------------------- Judge James T. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut authorized Jeremy and Rachel Stutes to sell the power boat described as a 1991 Sea Ray 420 Sundancer. The sale is free and clear of interests, claims and liens of USAA Federal Savings Bank, including a loan in the original principal amount of $50,925 from USAA to Rachel Trendel Stutes with an approximate balance of $48,273 as of Jan. 24, 2018, and allegedly perfected by the recordation of a UCC Financing Statement in the Connecticut Secretary of State's Office at 30 Trinity Street, Hartford, CT 06106. The aforementioned interests, claims and liens will be transferred from the estate's interest in the Vessel to the proceeds of sale with the same validity and to the same extent and order of priority that said interest, claim, and lien otherwise may have had on the Vessel immediately preceding the commencement of the case. The Debtors will submit by motion and 14-day bar day notice to USAA and all parties in interest the ultimate contract and purchase price for approval by the Court which may be granted without further hearing if there is no objection. The proceeds from the sale of the Vessel will be held in Coan, Lewendon, Gulliver & Miltenberger, LLC's clients funds trust account until further order of the Court. Jeremy and Rachel Stutes filed their voluntary petition under Chapter 7 of the Bankruptcy Code on Jan. 31, 2018. The case was converted to Chapter 11 (Bankr. D. Conn. Case No. 18-2013) on June 1, 2018. JIN KIM: $150K Sale of Richmond Property to Pausano Approved ------------------------------------------------------------ Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland authorized Jin H. Kim's sale of the real property located at 5660 Hull Street Road, Richmond, Virginia, to Samuel Altamira Pausano for $150,000. The sale is free and clear of liens, claims, encumbrances and interests. After allowed closing costs and transfer taxes and commissions to be disbursed at the settlement, the remaining net proceeds will be paid to Bayview Loan Servicing, LLC as adequate protection on the secured claim asserted by Bayview on various properties, to be accounted for and allocated by the Debtor's forthcoming Chapter 11 Plan or otherwise for further approval by the Court. 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). JM HOLDING GROUP: $4.5M Sale of All J. Mendel Assets Approved ------------------------------------------------------------- Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York authorized J. Mendel, Inc., an affiliate of JM Holding Group, LLC, to sell substantially all assets to Alexandros Group, LLC and JMIP Acquisition, LLC for $4.5 million, plus a reduction in the subordinated debt by the amount of $1.5 million, plus the cure payments, is any, plus assumption of the assumed obligations, if any. A Sale Hearing was held on Oct. 12, 2018. The Acquired Assets sold pursuant to the Purchase Agreement to the Purchaser are being sold "as is, where is," without any representations or warranties, and free and clear of all Encumbrances, with any Encumbrances in such Acquired Assets, or the proceeds thereof, to attach to the proceeds of such sale. With respect to the Assumed Contracts, the Debtor is authorized to assume each Assumed Contract and assign the Assumed Contract to the Purchaser (which will include the Bergdorf Goodman contract) free and clear of all Claims, Encumbrances and interests pursuant to and in accordance with the Purchase Agreement. The payment of the applicable cure cost (if any) with regard to the Assumed Contracts will (a) effect a cure of all defaults existing thereunder as of the Closing Date and (b) compensate for any actual pecuniary loss resulting from such default. After the payment of the relevant cure costs, if any, neither the Debtor nor the Purchaser will have any further liabilities to the counterparties to such Assumed Contracts other than the Purchaser's obligations under the Assumed Contracts that accrue after the Closing Date, except as otherwise agreed to in writing between the Purchase and a counterparty. The automatic stay pursuant to section 362 of the Bankruptcy Code is lifted with respect to the Debtor to the extent necessary, without further order of the to (i) allow the Purchaser to deliver any notice provided for the Purchase Agreement, and (ii) allow the Purchaser to take any and all actions permitted under the Purchase Agreement. Notwithstanding any provision in the Bankruptcy Rules to the contrary, (i) the Order will be effective immediately and enforceable upon its entry, (ii) the Debtor is not subject to any stay in the implementation, enforcement, or realization of the relief granted in the Order; and (iii) the Debtor is authorized and empowered, and may in their discretion and without further delay, take any action necessary or appropriate to implement the Order. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/JM_Holding_104_Order.pdf About JM Holding Group JM Holding Group, LLC, is an investment holding company in Long Island City, New York. JM Holding Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-45647) on Oct. 27, 2017. In its petition signed by Ioannis Georgiades, manager, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Nancy Hershey Lord presides over the case. The Debtor engaged Platzer Swergold Levine Goldberg Katz & Jaslow, LLP, as counsel, and Silverman Shin & Bryne PLLC, as special counsel. KAIROS HOMES: $333K Sale of Four Texas Properties Approved ---------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Kairos Homes, L.L.C.'s sale of the following real properties: (i) located at 1210 County Road 4698, Boyd, Texas, also known as Lot 5, Timber Oaks, an Addition to the City of Boyd, Wise County, Texas, to Cinnamon Brandi Hampton for $325,000; (ii) located at 685 County Road 3696, Springtown, Texas, also known as Lot 5, Keeter Springs Estates, an Addition to the City of Springtown, Wise County, Texas, to Daniel Grambort for $331,716; (iii) located at 588 Old Agnes Rd, Weatherford, Texas, also known as Lot 5, Block 2.1ac, Old Agnes Ranch Addition to the City of Weatheford, Parker County, Texas, to Brian Baker for $315,000; and (iv) located at 608 Old Agnes Rd, Weatherford, Texas, also known as Lot 1, Old Agnes Ranch Addition to the City of Weatherford, Parker County, Texas, to Hommy Antonio Rodriguez for $308,000. The sale is free and clear of all judgment liens, except purchase money, all unpaid ad valorem property tax liens and Federal Tax Liens. Any changes to a contract will require the approval of the Trustee or the DIP. Brian Frazier, President of Kairos Homes, L.L.C. has the authority to sign the closing and conveyance documents. All ad valorem property taxes for year 2018 and all prior years will be paid in full at the sale closing with the liens that secure all amounts owed for any unpaid years remaining attached to the property and becoming the responsibility of the Purchaser. The Internal Revenue Service's liens now attach to the proceeds from the sale, and not the real property. The Court waived the appeal period of 14-days upon entry of the Order. Any net proceeds from this sale may be disbursed to the Debtor in order to make a lump-sum payment to the Internal Revenue Service in the amount of $40,000 as a good faith effort to satisfy a portion of the federal tax lien. Any net proceeds remaining will be immediately paid to the Debtor to allow it the opportunity to cure any and all past due wages owing to the employees and the ability continue to operate through the duration of the Chapter 11. The closing costs are allowed. All expenses are to be paid out of the Seller's proceeds, including all title company charges and for such additional costs of closing as the Bankruptcy Trustee or the Debtor may authorize in writing and their discretion. About Kairos Homes Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In the petition signed by Brian Frazier, president, the Debtor disclosed $3,006,914 in assets and $1,116,717 in liabilities. The Hon. Mark X. Mullin presides over the case. John Park Davis, Esq., at Davis Law Firm, serves as bankruptcy counsel. KBC ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: KBC Enterprise LLC dba KBC Distributing dba D.R. Jones Distributing PO Box 1073 London, KY 40743 Business Description: KBC Enterprise LLC is a frozen dessert supplier in London, Kentucky. Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court Eastern District of Kentucky (London) Case No.: 18-61316 Debtor's Counsel: Laura Day DelCotto, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper St Lexington, KY 40507 Tel: (859) 231-5800 Fax: (859) 281-1179 E-mail: ldelcotto@dlgfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carlos Carpenter, president. 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/kyeb18-61316.pdf KLX ENERGY: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Wellington, Fla.-based KLX Energy Services Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating to the company's proposed $250 million seven-year senior secured notes due in 2025. The recovery rating is '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default." The 'B' issuer credit rating on KLX Energy reflects the company's relatively small scale and scope, largely commoditized products and services, and exposure to the highly cyclical oilfield services sector. This is partly offset by the company's good geographic footprint across all major U.S. basins and its broad and diversified customer base. S&P said, "The stable outlook reflects our view that KLX Energy will maintain credit metrics in line with our expectations for the rating over the next two years, including FFO to debt above 30%, supported by improving demand for onshore oilfield services. "We could consider a downgrade if the company's FFO to debt fell below 20% for a sustained period or if liquidity deteriorated. This would most likely follow a collapse in oil prices, leading to reduced demand for oilfield services, or from a leveraging transaction not contemplated at this time. "We could consider an upgrade if the company increased its scale and scope of products in line with higher-rated peers such as Superior Energy Services, while maintaining adequate liquidity and FFO to debt well above 30%." KRONOS WORLDWIDE: S&P Raises CCR to 'B+', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Dallas-based Kronos Worldwide Inc. to 'B+' from 'B'. The outlook is stable. S&P said, "We have also raised the issue-level rating on the secured notes to 'BB-' from 'B+' due to the one-notch upgrade of the corporate credit rating. The recovery rating remains '2', indicating our expectation of substantial (70% to 90% range; rounded estimate: 80%) recovery in the event of a payment default. "The upgrade is due primarily to continued strength in the global TiO2 market, which has led to improved credit measures at Kronos and its parent Valhi Inc. We believe the recent improvements of the companies' performance are sustainable due to continued supply constraints in the industry, including Venator Materials PLC's decision to close its Pori, Finland facility, and continued capacity reductions in China. We expect that supply will remain constrained over the next 12 to 18 months. Our base-case scenario assumes that 2018 will represent peak conditions for TiO2 in terms of pricing and profitability. In 2019, we expect a decline in profitability due primarily to feedstock costs increasing, along with modest price reductions. Feedstock cost changes typically lag TiO2 price changes by several quarters, and we believe this will lead to higher costs in 2019 and beyond. We believe TiO2 pricing could decline modestly due to a return to more normalized pricing levels. In addition, Valhi has taken steps to reduce debt and simplify its capital structure by unwinding its Snake River Sugar Co. structure in August 2018. That transaction eliminated $250 million of debt. Over the next year, we expect adjusted funds from operations (FFO) to debt of over 45% at the Kronos Worldwide Inc. level, and about 30% at the Valhi Inc. level on a weighted-average sustainable basis. "The stable outlook reflects our expectation that credit measures at Kronos Worldwide Inc. and its parent company Valhi Inc. will remain appropriate for the current rating, after taking into account very high volatility in the TiO2 sector. We expect that after elevated EBITDA margins in 2018, they will weaken by about 400 basis points (bps) in 2019 as feedstock costs catch up to elevated TiO2 prices. We expect that TiO2 prices remain strong, albeit weaker than 2018 levels, due to increasing demand and limited new capacity expected over the next two years. Over the next 12 months, we expect Kronos Worldwide to maintain adjusted FFO to debt of over 45%, and Valhi to maintain adjusted FFO to debt of about 30% on a weighted-average sustainable basis. We expect Kronos will maintain adequate liquidity and that management will maintain a prudent approach to funding growth and returns to shareholders. "We could lower the rating during the next 12 months if profitability weakened due to a significant weakening in TiO2 prices beyond our expectations, escalation of feedstock costs, or operational disruptions at Kronos leading to weaker-than-expected credit measures. Under this scenario, we would expect EBITDA margins to fall 600 bps below expectations, leading to weighted-average FFO to debt at Valhi to fall below 20%, without near-term prospects for improvement. This could also occur if consolidation in the global paints and coatings market leads to weakened pricing power, or if Kronos or Valhi uses additional debt to fund growth plans or returns to shareholders. Each of these circumstances would lead to credit quality at Valhi weakening. "We could raise the corporate credit rating by one notch over the next 12 months if TiO2 price continues to increase due to additional competitor outages while Kronos' operations continue to improve such that FFO to debt at Valhi approaches 45% on a weighted-average sustainable basis, after factoring in potential volatility. This could occur as a result of additional TiO2 price increases leading to incremental EBITDA margin expansion in excess of 800 bps, along with double-digit revenue growth. For an upgrade to occur, we would also need to believe that management will continue to maintain a prudent approach to funding growth and returns to shareholders." LAURITSEN FIREWOOD: $340K Sale of Vermeer Grinder Approved ---------------------------------------------------------- Judge Catherine J. Furay of the U.S. Bankruptcy Court for the Western District of Wisconsin authorized Lauritsen Firewood & Rental, Inc.'s sale outside the normal course of business of one Vermeer Grinder, VIN 1VR2503839100108, for $340,000. The sale is free and clear of all liens, claims and encumbrances, with the same to attach to the proceeds of the sale. The proceeds of sale will be wired directly to Compeer Financial, who has the first-position security interest in the Grinder. About Lauritsen Firewood & Rental Lauritsen Firewood & Rental Inc. is a firewood delivery company. Based in Cushing, Wisconsin, it provides wood heating, firewood chopping, and flat roofing. Lauritsen Firewood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-11785) on May 17, 2017. Derek Lauritsen, president, signed the petition. At the time of the filing, the Debtor disclosed $6.67 million in assets and $3.47 million in liabilities. Judge Catherine J. Furay presides over the case. Joshua D. Christianson, Esq., Christianson & Freund, LLC, in Eau Claire, WI, serves as counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. LE-MAR HOLDINGS: Sale of Carrollton Property to Burkey Approved --------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized Le-Mar Holdings, Inc. and of Taurean East, LLC to sell the real property located at 900 W. Crosby Road, Carrollton, Texas to Arthur Burkey in exchange for the and complete satisfaction of the Burkey Note and/or Burkey Claim. The Sale Hearing was held on Sept. 12, 2018. The sale is free and clear of all liens, claims, encumbrances, and other interests. The Credit Bid, under which Burkey bid the full amount of the Debtors' indebtedness to him, is approved in all respects and in its entirety, and the sale of the Real Property pursuant to the Credit Bid is authorized under sections 363(b) and 363(f) of the Bankruptcy Code. All of the provisions of the Sale Order are nonseverable and mutually dependent. The closing of the Easement pursuant to the Easement Order will occur prior to or simultaneously with the closing of the Sale of the Real Property to Burkey pursuant to the Credit Bid so that the result will be that (A) the proceeds from the closing of the Easement pursuant to the Easement Offer will be distributed to fully satisfy (i) all ad valorem and property taxes owed by the Debtors related to the Real Property; (ii) Collier's real estate broker's commission, if any, as required by the broker agreement approved by the Employment Order; (iii) any and all closing costs and other expenses which the Debtors are obligated to pay under the Easement Offer, (iv) any and all closing costs and other expenses which the Debtors are obligated to pay to close the Sale of the Real Property to Burkey, and (v) the Note; and (B) Burkey will have good and marketable title to the Real Property free and clear of all liens, claims, and encumbrances, subject only to the Easement. Notwithstanding anything in the Sale Motion or the Order to the contrary, the Real Property will be sold to the Buyer subject to the liens for the 2018 ad valorem property taxes, if any, plus all penalties and interest that may subsequently accrue, with the 2018 ad valorem property taxes to be prorated between the Seller and the Buyer, with the Seller responsible for 2018 ad valorem taxes through the date of the closing of the Sale and with the Buyer assuming responsibility for all post-closing 2018 ad valorem taxes and assuming responsibility for payment of the 2018 ad valorem property taxes prior to the state law delinquency date and the ad valorem tax authorities retaining all of their state law rights to collect all amounts owed pursuant to state law, if any, including, but not limited to, enforcement of the liens that secure all ad valorem property tax amounts ultimately owed for 2018. The Order constitutes a final order. Notwithstanding the provisions of Bankruptcy Rule 6004(h) or any applicable provision of the Local Rules of the Court, the Order will not be stayed after the entry thereof, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) is expressly waived and will not apply. For the avoidance of doubt, the exercise by the Buyer of the Credit Bid will be deemed to be in full and complete satisfaction of the Burkey Note and/or Burkey Claim. About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. Colliers International North Texas, LLC, was appointed by the Court as a real estate broker on Jan. 10, 2018. MATTRESS FIRM: Hires AlixPartners as Financial Advisor ------------------------------------------------------ Mattress Firm, Inc., and its debtors-affiliate seek approval from the United States Bankruptcy Court for the District of Delaware to hire AlixPartners, LLP as their financial advisor nunc pro tunc to October 5, 2018. The Debtors require AlixPartners to: (a) provide assistance to management in connection with the Debtors' development of their business plan, and such other related forecasts as may be requested by the Debtors; (b) assist with preparation required for a chapter 11 proceeding, including, without limitation, the preparation of the bankruptcy petitions, "first day" motions, statements, schedules, regular reports required to be filed with the Court and other operating requirements related to the chapter 11 proceeding; (c) provide assistance in such areas as testimony before the Court on matters that are within AlixPartners' areas of expertise; (d) provide assistance to management in the evaluation of the Debtors' current real estate portfolio; (e) provide assistance to management in connection with the Debtors' rolling cash receipts and disbursements forecasting tool designed to provide ontime information related to the Debtors' liquidity; (f) assist the Debtors in actual to forecast variance reporting, including written explanations of key differences; (g) assist the Debtors with management of their financial and treasury functions; (h) assist management and the Debtors' investment banker and other professionals in the design and implementation of a chapter 11 plan of reorganization designed to maximize enterprise value, taking into account the unique interests of all constituencies; (i) assist as requested in managing any litigation that may be brought against the Debtors in the Court; (j) assist in communication and/or negotiation with outside constituents including the banks and their advisors; (k) assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: Managing Director $980 – $1,155 Director $760 – $925 Senior Vice President $580 – $695 Vice President $415 – $565 Consultant $145 – $400 Paraprofessional $275 – $295 AlixPartners will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Osmun, managing director of AlixPartners, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. AlixPartners can be reached at: Thomas Osmun ALIXPARTNERS, LLP 909 Third Avenue New York, NY 10022 Tel: (212) 490-2500 Fax: (212) 490-1344 About Mattress Firm Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ -- is a specialty mattress retailer headquartered in Houston, Texas, operating more than 3,230 stores across 49 states (including franchise locations). Mattress Firm offers a broad selection of mattress products and bedding accessories from leading manufacturers and brand names, including Serta, Simmons, tulo, Sleepy's, Chattam & Wells and Purple. Mattress Firm and its affiliate-debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 18-12241) on Oct. 5, 2018. At the time of filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and Blair M. Warner, serves as the Debtors' attorneys. Young Conaway Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton, and Ashley E. Jacobs, serves as the Debtors' Delaware counsel. AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim Securities, LLC is the Debtors' investment banker; and Epiq Bankruptcy Solutions is the Debtors' claims & noticing agent. MATTRESS FIRM: Hires Guggenheim Securities as Investment Banker --------------------------------------------------------------- Mattress Firm, Inc., and its debtors-affiliate seek approval from the United States Bankruptcy Court for the District of Delaware to hire Guggenheim Securities, LLC as investment banker to the Debtors, nunc pro tunc to October 5, 2018. Services Guggenheim Securities will perform are: (a) review and analysis of the business, financial condition, and strategic prospects of the Company; (b) evaluate the liabilities of the Company and its debt capacity, and its strategic and financial alternatives in consideration thereof; (c) evaluate from a financial and capital markets point of view alternative structures and strategies for implementing a Transaction; (d) prepare offering, marketing or other transaction materials concerning the Company and a Transaction for distribution and presentation to the Company's creditors, Acquirors, Investors, and/or other relevant Transaction Parties; (e) discuss with the Creditors or the creditors of Steinhoff Europe AG or other affiliates of Steinhoff and each of their respective financial advisors with respect to a Transaction, including in connection with any such amendments, waivers and/or other modifications to the terms of the Company's existing credit facilities that the Company determines are necessary to effectuate a Transaction; (f) develop and implement a marketing plan with respect to a Transaction; (g) identify and solicit and the review of proposals received from, the Investors and other prospective Transaction Counterparties; (h) negotiate the applicable Transaction; (i) provide financial advice and assistance to the Company in developing and seeking approval of a Transaction, including a plan under chapter 11 of the Bankruptcy Code confirmed in connection with these chapter 11 cases; (j) participate in hearings before the Court with respect to the matters upon which Guggenheim Securities has provided advice, including, as relevant, coordinating with the Company’s legal counsel with respect to testimony in connection therewith; and (k) provide other matters as may be agreed upon by Guggenheim Securities and the Company in writing during the term of Guggenheim Securities' engagement. Guggenheim Securities will be paid as follows: (a) Monthly Advisory Fees. The Company will pay Guggenheim Securities a Monthly Advisory Fee of $150,000 per month, which will be due and paid by the Company in advance promptly on August 1, 2018 and, thereafter, on the first day of each month during the period of Guggenheim Securities’ engagement under the Engagement Letter, in each case, whether or not any Transaction is consummated. Commencing with the Monthly Advisory Fee payment made on November 1, 2018, an amount equal to 50% of each Monthly Advisory Fee payment received will be credited (to the extent actually paid and only once) against any Restructuring Transaction Fee or any Sale Transaction Fee payable under the Engagement Letter. (b) Restructuring Transaction Fee(s). If (A) any Restructuring Transaction is consummated; or (B) (i) an agreement in principle, definitive agreement or Plan to effect a Restructuring Transaction is entered into and (ii) concurrently therewith or any time thereafter, any Restructuring Transaction is consummated, the Company will pay Guggenheim Securities a Restructuring Transaction Fee in an amount equal to $10,000,000. For the avoidance of any doubt, Guggenheim Securities shall only be entitled to one Restructuring Transaction Fee under the Engagement Letter. Any such Restructuring Transaction Fee will be payable promptly upon the consummation of any Restructuring Transaction; provided, however, that in connection with any Restructuring Transaction that is contemplated to be consummated in connection with a pre-packaged, pre-arranged, prenegotiated or similar Plan in a Bankruptcy Case, the Restructuring Transaction Fee will be deemed fully earned by Guggenheim Securities prior to the Petition Date, it being understood that (1) in connection with a pre-packaged or similar Plan, upon such Plan having been accepted by at least one class of impaired creditors entitled to vote on the Plan (assuming a class of creditors is impaired thereunder), 100% of the Restructuring Transaction Fee and (2) in connection with a pre-arranged, pre-negotiated or similar Plan, upon the Company entering into a restructuring or plan support agreement, stipulation and protocol or other similar arrangement or otherwise obtaining written indications of support with respect to such Plan from a sufficient number of creditors to qualify as an impaired accepting class under the Bankruptcy Code, only 50% of the Restructuring Transaction Fee will, in each case, have been paid by the Company to Guggenheim Securities immediately prior to the Petition Date (with the balance thereof, in connection with a pre-arranged, pre-negotiated or similar Plan, to be paid by the Company promptly upon the consummation of a Restructuring Transaction); provided, that, in the event that any portion of the Restructuring Transaction Fee was paid in connection with such a pre-packaged, pre-arranged, pre-negotiated or similar Plan in a Bankruptcy Case but a Restructuring Transaction is not thereafter consummated, then such a fee previously paid shall be credited against any subsequent Transaction Fee that becomes payable under the Engagement Letter by the Company to Guggenheim Securities or, if not able to be so credited, shall be returned to the Company. (c) Financing Fee(s). If the Company consummates any Financing Transaction or enters into (or becomes bound by) any definitive agreement (including any Plan) pursuant to which a Financing Transaction is subsequently consummated, then, in each case, the Company will pay Guggenheim Securities one or more Financing Fees in an amount equal to the sum of: (i) 175 basis points (1.75%) of the aggregate face amount of any debt obligations to be issued or raised by the Company in any Debt Financing (including the face amount of any related commitments) that is (or is otherwise generally described and/or marketed to the applicable Transaction Counterparties as being) secured by first priority liens over any portion of the Company's or any other person’s assets; plus (ii) 225 basis points (2.25%) of the aggregate face amount of any debt obligations to be issued or raised by the Company in any Debt Financing (including the face amount of any related commitments) that is not covered by paragraph 4(c)(i)(A) of the Engagement Letter; plus (iii) 350 basis points (3.50%) of the aggregate amount of gross proceeds raised by the Company in any Equity Financing. For the avoidance of doubt, if the Company consummates a Debt Financing in the form of debtor-in-possession financing and/or exit financing or enters into (or becomes bound by) any definitive agreement pursuant to which a debtor-in-possession financing and or exit financing is subsequently consummated, then, in each case, the Company will pay Guggenheim Securities a Financing Fee on account of each such debtor-in-possession Financing in an amount equal to the amount payable on account of each such debtor-in-possession financing and/or exit financing pursuant to paragraphs 4(c)(i)(A) or 4(c)(i)(B) of the Engagement Letter, as applicable. Further, notwithstanding anything in this Agreement to the contrary, the Company shall have no liability to pay Guggenheim Securities any fees pursuant to paragraph 4(c)(i)(C) of the Engagement Letter in the event any such Equity Financing results from the implementation of a Sale Transaction and the Company is or would be obligated, pending the satisfaction of the requirements set forth in paragraph 4(d) of the Engagement Letter, to pay a Sale Transaction Fee on account thereof. Financing Fees for any Financing Transaction will be payable upon the consummation of the related Financing Transaction; provided, however, that with respect to any Financing Transaction that is contemplated to be consummated in connection with a pre-packaged, pre-arranged, or similar Plan relating to a Bankruptcy Case, the Financing Fee will in any event be deemed fully earned by Guggenheim Securities, and paid by the Company prior to the Petition Date. Notwithstanding the foregoing, in connection with these prepackaged chapter 11 cases, the Financing Fees payable pursuant to the Engagement Letter (including such fees payable on account of the Debtors’ debtor-in-possession and exit facilities) shall be payable upon consummation of the applicable Financing Transaction, as set forth in Paragraph 10 of the Proposed Order. The Company expressly acknowledges and agrees that a separate Financing Fee will be payable to Guggenheim Securities with respect to each Financing Transaction in the event that more than one Financing Transaction is effected or occurs. An amount equal to 50% of any Financing Fee actually paid to Guggenheim Securities pursuant to the Engagement Letter shall be creditable (but only once) against any Restructuring Transaction Fee that thereafter becomes payable under paragraph 4(b) of the Engagement Letter. (d) Sale Transaction Fee. In the event a Sale Transaction is consummated or the Company enters into an agreement pursuant to which a Sale Transaction is subsequently consummated, the Company will pay Guggenheim Securities a one-time cash fee (a Sale Transaction Fee and together with any Restructuring Transaction Fee and/or Financing Fee, each, a Transaction Fee) in an amount equal to $10,000,000; provided, that for the avoidance of doubt, Guggenheim Securities shall only be entitled to one Sale Transaction Fee under the Engagement Letter. Any such Sale Transaction Fee will be payable promptly upon the consummation of any Sale Transaction; provided, however, that in connection with any Sale Transaction that is contemplated to be consummated in connection with a pre-packaged, pre-arranged, prenegotiated or similar Plan in a Bankruptcy Case, the Sale Transaction Fee will be deemed fully earned by Guggenheim Securities prior to the Petition Date, it being understood that (1) in connection with a prepackaged or similar Plan, upon such Plan having been accepted by at least one class of impaired creditors entitled to vote on the Plan (assuming a class of creditors is impaired thereunder), 100% of the Sale Transaction Fee and (2) in connection with a pre-arranged, pre-negotiated or similar Plan, upon the Company entering into a restructuring or plan support agreement, stipulation and protocol or other similar arrangement or otherwise obtaining written indications of support with respect to such Plan from a sufficient number of creditors to qualify as an impaired accepting class under the Bankruptcy Code, only 50% of the Sale Transaction Fee will, in each case, have been paid by the Company to Guggenheim Securities immediately prior to the Petition Date (with the balance thereof, in connection with a pre-arranged, pre-negotiated or similar Plan, to be paid by the Company promptly upon the consummation of a Sale Transaction); provided, that, in the event that any portion of the Sale Transaction Fee was paid in connection with such a pre-packaged, pre-arranged, pre-negotiated or similar Plan in a Bankruptcy Case but a Sale Transaction is not thereafter consummated, then such a fee previously paid shall be credited against any subsequent Transaction Fee that becomes payable pursuant to the Engagement Letter by the Company to Guggenheim Securities or, if not able to be so credited, shall be returned to the Company. (e) Expenses. In addition to any fees that may be paid to Guggenheim Securities under the Engagement Letter, the Engagement Letter provides that the Debtors shall reimburse Guggenheim Securities for all out-of-pocket expenses reasonably incurred in connection with or arising out of its engagement by the Debtors, including all fees, disbursements and other charges of any legal counsel retained by Guggenheim Securities (without giving effect to the various caps on such expenses set forth in the Engagement Letter). Durc Savini, senior managing director of Guggenheim Securities, 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. Guggenheim Securities can be reached at: Durc Savini GUGGENHEIM SECURITIES, LLC 330 Madison Avenue New York, NY 10017 Tel: (212) 739-0700 About Mattress Firm Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ -- is a specialty mattress retailer headquartered in Houston, Texas, operating more than 3,230 stores across 49 states (including franchise locations). Mattress Firm offers a broad selection of mattress products and bedding accessories from leading manufacturers and brand names, including Serta, Simmons, tulo, Sleepy's, Chattam & Wells and Purple. Mattress Firm and its affiliate-debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 18-12241) on Oct. 5, 2018. At the time of filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and Blair M. Warner, serves as the Debtors' attorneys. Young Conaway Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton, and Ashley E. Jacobs, serves as the Debtors' Delaware counsel. AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim Securities, LLC is the Debtors' investment banker; and Epiq Bankruptcy Solutions is the Debtors' claims & noticing agent. MATTRESS FIRM: Hires Ordinary Course Professionals -------------------------------------------------- Mattress Firm, Inc., and its debtors-affiliate seek approval from the United States Bankruptcy Court for the District of Delaware to hire certain professionals utilized in the ordinary course of the Debtors' business, nunc pro tunc to October 5, 2018. The Debtors desire to continue to employ Ordinary Course Professionals to render a wide variety of services to their estates in the same manner and for the same purpose as the professionals did before the bankruptcy filing. The Ordinary Course Professionals are: Abrams & Bayliss LLP -- Legal Services Aon Consulting, Inc. -- Consulting Services Campbell Campbell Edwards -- Legal Services (Litigation) & Conroy, P.C. Capital Strategy Group -- Tax Consulting Services Chang Ruthenberg & Long PC -- Legal Services (ESOP and 401k) Cook & Brown, LLP -- Legal Services (General Labor matters) Donovan & Watkins -- Accounting Services Fernelius Simon PLLC -- Legal Services (Litigation, Lease Disputes) Fish & Richardson P.C. -- Legal Services (Litigation) Fox Wang & Morgan P.C. -- Legal Services (Litigation) Goldberg Segalla -- Legal Services (General matters, Litigation) Haynes and Boone, LLP -- Legal Services (General IP, Trademarks, Patents) Houlihan Lokey -- Asset Validation Services Kelley Drye & Warren LLP -- Legal Services (FTC Counseling) Larson King, LLP -- Legal Services (Litigation) The Law Office of Lee Anne -- Legal Services (IP/Mattress Giant) LeBlanc, P.A. LeClair Ryan -- Legal Services (Litigation) Litchfield Cavo LLP -- Legal Services (General – Leases) Littler Mendelson P.C. -- Legal Services (Litigation Matters) Marko Magolnick -- Legal Services (Disputes) Ogletree Deakins Nash Smoak -- Legal Services (Litigation, Garnishments, Employment) & Stewart P.C. Reed Smith LLP -- Legal Services (Insurance Coverage Advice, Litigation) Tannenbaum Helpern Syracuse -- Legal Services (Litigation) & Hirschtritt LLP Tarter Krinsky & Drogin LLP -- Legal Services (General, Real Estate, Litigation) Vintage Law, LLC/ -- Legal Services (Tenant Leases/Amendments, VLP Law Group LLP Eminent Domain, Sign Variance, Estoppels) Akerman LLP -- Legal Services (Government Subpoena, Disputes) Axiom Global Inc. -- Legal Services (Lease Amendments) Hicks Thomas LLP -- Legal Services (Litigation) Norton Rose Fulbright -- Legal Services (General Corporate, EEOC, Litigation) About Mattress Firm Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ -- is a specialty mattress retailer headquartered in Houston, Texas, operating more than 3,230 stores across 49 states (including franchise locations). Mattress Firm offers a broad selection of mattress products and bedding accessories from leading manufacturers and brand names, including Serta, Simmons, tulo, Sleepy's, Chattam & Wells and Purple. Mattress Firm and its affiliate-debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 18-12241) on Oct. 5, 2018. At the time of filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and Blair M. Warner, serves as the Debtors' attorneys. Young Conaway Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton, and Ashley E. Jacobs, serves as the Debtors' Delaware counsel. AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim Securities, LLC is the Debtors' investment banker; and Epiq Bankruptcy Solutions is the Debtors' claims & noticing agent. MATTRESS FIRM: Taps A&G Realty Partners as Real Estate Advisor -------------------------------------------------------------- Mattress Firm, Inc., and its debtors-affiliate seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire A&G Realty Partners, LLC to serve as their real estate consultant and advisor, nunc pro tunc to Oct. 5, 2018. Services A&G Realty will render are: (a) consult with the Debtors to discuss the Debtors' goals, objectives and financial parameters in relation to the Leases/Properties; (b) obtain, review and analyze the Debtors' real estate data provided by the Debtors and provide advice and guidance; (c) obtain market rent data as may be required; (d) prepare and coordinate administrative functions, including obtaining landlord information for the Leases/Properties; coordinating landlord communication and preparing internal systems for client reporting; (e) negotiate with the landlords of the Properties on behalf of the Debtors in order to assist the Debtors in obtaining Lease Modifications (both monetary and non-monetary); (f) negotiate with the landlords of the Properties and other third parties on behalf of the Debtors in order to assist the Debtors in obtaining Lease Terminations; (g) if expressly requested by the Debtors, negotiate with the Landlords of the Properties on behalf of the Debtors in order to assist the Debtors in obtaining Landlord Consents; and (h) report periodically to the Debtors regarding the status of the Services. A&G Realty will be compensated as follows: (a) Retainer. The Debtors paid A&G Realty a prepetition retainer fee in the amount of two hundred fifty thousand dollars ($250,000.00). The retainer is nonrefundable and shall be applied to the fees and expenses due under the terms of the Services Agreement. (b) Monetary Lease Modifications (Rent Reductions). For each Lease Modification obtained by A&G Realty on behalf of the Debtors, A&G Realty shall earn and be paid a fee of three percent (3%) of the Occupancy Cost Savings per Lease. (c) Lease Extension Fee. For each Lease Extension obtained by A&G Realty on behalf of the Debtors, A&G Realty shall earn and be paid as follows: (a) where the rent increases or remains flat during the Lease Extension, A&G Realty shall earn and be paid a fee of Seven Hundred Fifty Dollars ($750); and (b) where the rent decreases during the Lease Extension, A&G Realty shall be paid the greater of (a) three percent (3%) of the Occupancy Cost Savings relating to the term of the Lease Extension or (b) Seven Hundred Fifty Dollars ($750). For clarification, for purposes of determining the Lease Extension Fee, the Occupancy Cost Savings shall be based upon the rent associated with the option price or rent price that would have been in effect during such time period in accordance with the Lease Agreement, or, if none, the rent applicable to the then-current lease term. Any Lease Extension Fee received by A&G Realty that is based on the Occupancy Cost Savings in accordance with Section B.3 of the Services Agreement shall not be duplicative of the fees earned for Monetary Lease Modifications. (d) Lease Terminations. For Lease Terminations obtained by A&G Realty on behalf of the Debtors, A&G Realty shall be paid the 3% of any waived section 502(b)(6) claims by landlords. (e) Non-Monetary Lease Modifications. For each acceptable Non-Monetary Lease Modification obtained by A&G Realty on behalf of the Debtors, A&G Realty shall earn and be paid a fee of seven hundred and fifty dollars ($750.00) per Lease; provided that A&G Realty will not earn a percentage of the Occupancy Cost Savings resulting from such Non-Monetary Lease Modification, including the theoretical future exercise of any option. (f) Early Termination Right. For each acceptable Early Termination Right obtained by A&G Realty on behalf of the Debtors, A&G Realty shall earn and be paid a fee in the amount of 1/4th of one (1) month's Gross Occupancy Cost, not to exceed one thousand dollars ($1,000) per Lease. (g) Landlord Consents. For each Landlord Consent specifically requested by the Debtors and obtained by A&G Realty on behalf of the Company as part of the Debtors' chapter 11 cases, A&G Realty shall earn and be paid a fee of two hundred fifty hundred dollars ($250) per Landlord Consent. Andrew Graiser, co-president of A&G, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. A&G can be reached through: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Direct Dial: 631-465-9506 Mobile: 516-946-8982 E-mail: andy@agrealtypartners.com About Mattress Firm Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ -- is a specialty mattress retailer headquartered in Houston, Texas, operating more than 3,230 stores across 49 states (including franchise locations). Mattress Firm offers a broad selection of mattress products and bedding accessories from leading manufacturers and brand names, including Serta, Simmons, tulo, Sleepy's, Chattam & Wells and Purple. Mattress Firm and its affiliate-debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 18-12241) on Oct. 5, 2018. At the time of filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and Blair M. Warner, serves as the Debtors' attorneys. Young Conaway Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton, and Ashley E. Jacobs, serves as the Debtors' Delaware counsel. AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim Securities, LLC is the Debtors' investment banker; and Epiq Bankruptcy Solutions is the Debtors' claims & noticing agent. MATTY AND PATTY'S: Nov. 15 Plan Confirmation Hearing ---------------------------------------------------- Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey conditionally approved the disclosure statement dated October 12, 2018, explaining Matty and Patty's Hot Dogs, LLC's Chapter 11 small business plan. November 8, 2018, is fixed as the last day for filing written objections to the Disclosure Statement and confirmation of the Plan. November, 15, 2018, is fixed for the hearing on final approval of the conditionally approved Disclosure Statement (if a written objection has been timely filed) and for confirmation of the Plan. The hearing will be held at 2:00 p.m. About Matty and Patty's Hot Dogs Matty and Patty's Hot Dogs, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-19142) on May 3, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Kathryn C. Ferguson presides over the case. MAY ARTS: $417K Sale of All Assets to Hillside Central Approved --------------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized May Arts, LLC's sale of substantially all assets to Hillside Central, Inc. for $417,000. The sale is free and clear of liens, claims and encumbrances except for the lien, encumbrance, interest and claim of Connecticut Community Bank ("CCB"), which will be evidenced and memorialized by a Note and Security Agreement -- in a form acceptable to CCB --executed by the Buyer in favor of CCB in the amount of $367,000 and a Note and second priority security agreement in favor of the Debtor, in the amount of$50,000 in a form acceptable to CCB. The stay provisions set forth in Federal Rule of Bankruptcy Procedure 6004(h) are waived and closing may occur immediately. The Debtor is authorized and directed to execute, deliver, perform under, consummate and implement the Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Order. About May Arts Founded in 1980's in Riverside, Connecticut, May Arts LLC, formerly known as Compass Designs, LLC -- https://www.mayarts.com/ -- is a family-owned supplier of ribbons, serving a wide variety of merchants from large retail outlets to home-based business. May Arts carries a wide selection of ribbons to choose from, like sheer, satin, grosgrain, and silk in a variety of prints and patterns. The Company has over 5,000 ribbon variations in stock in its warehouse facility in Stamford, Connecticut. May Arts serves a wide range of industries, including: craft & hobby, scrap-booking, paper crafts, card making, stationery, gift wrapping & packaging, fashion & apparel, jewelry, home decor & interior design, floral, confectionery (chocolates), wedding & party decoration, quilting, craft sewing & doll making and mixed media. May Arts filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 17-16869) on Oct. 9, 2017. In the petition signed by Joseph S. Duffey, president, the Debtor estimated assets and liabilities at between $1 million and $10 million. Judge Eric L. Frank presides over the case. Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. MIDWEST MUSIC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Midwest Music Electronic Services, Inc. as of Oct. 22, according to a court docket. About Midwest Music Electronic Services Inc. Midwest Music Electronic Services, Inc. -- http://www.midwestmusicstl.com-- operates a musical store offering speakers, organs, pianos, guitars, amplifiers, drums and other accessories. Midwest Music also provides band and strings instrument rentals. It is also the home to St. Ann Music Publications Co., which carries a full line of sheet music and music method books. Midwest Music Electronic Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 18-46106) on September 25, 2018. In the petition signed by Jerry Roberts, president, the Debtor disclosed $2,497,784 in assets and $1,833,305 in liabilities. Judge Kathy A. Surratt-States presides over the case. The Debtor tapped Herren, Dare & Streett as its legal counsel. MILLERBERND SYSTEMS: Committee Hires Platinum as Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Millerbernd Systems, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to retain Platinum Management, LLC, as financial advisors to the Committee, nunc pro tunc to Sept. 25, 2018. The Committee requires Platinum to: a) evaluate and interpret Debtor’s financials and monthly operating reports; b) evaluate prepetition transactions and their impact on the estate; c) assess value of assets, including accounts receivable, inventory and fixed assets; d) assess value of the business as a going concern; e) prepare liquidation waterfall; f) review plan and disclosure statement; g) evaluate plan projections and assess plan feasibility; and h) determine adequacy of consideration for creditors. Patrick Brennan, Partner Platinum Management, LLC, attests that Platinum is a "disinterested person," as that phrase is defined in section 101(14) of the Bankruptcy Code, Platinum's current customary hourly rates for financial advisory services are: Patrick Brennan $300 Ron Leaf $300 Platinum has agreed the maximum amount of compensation for services rendered will be $15,000. The advisor can be reached through: Patrick Brennan Platinum Management, LLC 12301 Whitewater Drive, Suite 10 Minnetonka, MN 55343 Phone: 952-829-5700 Fax: 952-829-9103 E-mail: Pat.Brennan@thePlatinumGrp.com About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway presides over the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A., as co-counsel. MJW FILMS: Voluntary Chapter 11 Case Summary -------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MJW Films, LLC 18-12874 1166 E. Warner Road Suite 101-B Gilbert, AZ 85296 J Wick Productions, LLC 18-12875 1166 E. Warner Road Suite 101-B Gilbert, AZ 85296 Business Description: Each of JW Films and MJW Films is a movie production company based in Gilbert, Arizona. Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtors' Counsel: Patrick A. Clisham, Esq. ENGELMAN BERGER, P.C. 3636 N. Central Ave #700 Phoenix, AZ 85012 Tel: 602-271-9090 Fax: 602-222-4999 Email: pac@eblawyers.com MJW Films' Estimated Assets: $1 million to $10 million MJW Films' Estimated Liabilities: $1 million to $10 million J Wick Productions' Estimated Assets: $1 million to $10 million J Wick Productions Estimated Liabilities: $1 million to $10 million The petitions were signed by John Glassgow, designated representative. The Debtors failed to incorporate in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/azb18-12874.pdf http://bankrupt.com/misc/azb18-12875.pdf MR. TORTILLA: May Use VEDC Cash Collateral Until Dec. 6 ------------------------------------------------------- The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court of Central District of California entered an order approving Mr. Tortilla, Inc.'s further use of cash collateral through the close of business on Dec. 6, 2018. A further hearing on the Debtor's Cash Collateral Motion will take place on Dec. 6, 2018 at 2:00 p.m. The Debtor may use cash collateral to pay the expenses set forth in the budget and deviate from the total expenses contained in the budget by no more than 10% and to deviate by category (provided the Debtor does not pay any expenses outside any of the approved categories) without the need for further Court order. The Debtor will pay Valley Economic Development Council ("VEDC") monthly adequate protection payments in the amount of $2,500. In addition, VEDC will receive a replacement lien on all postpetition assets up to the value of the cash collateral actually used postpetition. Said postpetition liens will have the same validity and priority as prepetition liens. A full-text copy of the Order is available at: http://bankrupt.com/misc/cacb18-12051-42.pdf About Mr. Tortilla Mr. Tortilla, Inc., is a manufacturer of traditional flour tortilla (fresh or refrigerated) in San Fernando, California. Mr. Tortilla filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12051) on Aug. 14, 2018. In the petition signed by Anthony Alcazar, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Victoria S. Kaufman. Jonathan M. Hayes, Esq., at Resnik Hayes Moradi LLP, is the Debtor's counsel. MRO HOLDINGS: S&P Hikes Issuer Credit Rating to 'BB-', Outlook Pos. ------------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on MRO Holdings Inc. to 'BB-' from 'B+'. The outlook is positive. S&P said, "We also raised the issue-level rating on MROH's first-lien term loan to 'BB-' from 'B+'. The '3' recovery rating on the facility is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a default scenario. "The upgrade on MROH reflects the company's improved credit metrics and our expectation that this trend will continues based on its financial performance over the next 12-24 months. The company's revenues and earnings are benefiting from some new business it has won as well as increased volume with existing customers, supported by the increased capacity from hangar expansions. The new business is being driven by continued strong airline passenger traffic growth, aging aircraft, and the company's low-cost structure advantage. We also expect ongoing cost savings that should aid its already high margins and that the company will likely generate moderate free cash flow in 2019 after heavy capital spending in 2018. We expect the company's debt to EBITDA to improve to about 3.7x to 4.1x in 2018 from above 6x in 2017, when it was affected by transaction costs related to the TechOps Mexico (TOMX) arrangement. We expect leverage to continue to improve in 2019 to about 3x due to a continuation of these trends as well as the use of excess free cash flow for voluntary debt repayment above required amortization. "The positive outlook on MROH reflects our expectation that the company's revenue and earnings will increase because of continued strong demand for its MRO services and margin improvements from the company's operating efficiency. We expect credit metrics to improve moderately over the next 12 months. We expect MROH's debt to EBITDA to be in the 3.7x-4.1x range and its FFO-to-debt ratio in the 16%-20% range in 2018. We expect further improvement in 2019, with debt to EBITDA in the 2.6x-3.1x range and FFO to debt in the 24%-28% range, as the company uses excess cash flow for additional debt repayment. "We could raise our ratings on MROH in the next 12 months if the company's FFO-to-debt ratio increased above 30% or its debt to EBITDA declined to below 2.5x on a sustained basis. This would be driven by sustained higher margins that are above average for an aerospace and defense company, based on continued improvement in operating efficiency, or debt reduction. "We could revise our outlook to stable if the company's FFO to debt remained below 25% or its debt to EBITDA remained above 3.5x over the next 12 months and we did not expect these measures to improve. This could result from margin improvement that is weaker than expected due to weaker demand or if planned cost savings are not realized. This could also occur because of lower-than-expected demand from the company's airline customers (because of a decline in airline passenger traffic) or if it were unable to fill its planned hangar expansion. Although less likely, we could revise the outlook to stable if the company returned excess cash to its shareholders instead of using it to reduce its debt or were involved with a debt-financed acquisition." NEIGHBORHOOD HEALTH: Trustee Taps Walsh Pizzi as Attorney --------------------------------------------------------- Stephen V. Falanga, Chapter 11 trustee of Neighborhood Health Services Corporation, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Walsh Pizzi O'Reilly Falanga LLP to serve as its attorney. The professional services to be rendered are: a. advise the Trustee with respect to his powers and duties; b. assist in the filing of a plan of reorganization and/or sale and liquidation of the estate's assets, c. prosecute any claims and related motions that may arise; d. evaluate the Debtor's rights under contracts; e. take all necessary action to preserve and protect the estate, including prosecuting and defending the Trustee in litigation matters; f. negotiate disputes in which the Trustee is involved, preparing on behalf of the Trustee all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; and g. perform such other legal services as may be necessary and appropriate for the efficient and economical administration of this case. Walsh's standard hourly rates are: Stephen V. Falanga $465 – Bankruptcy and Transactional Christopher M. Hemrick $400 – Bankruptcy and Transactional Sydney J. Darling $325 – Bankruptcy and Transactional Colleen Maker $275 – Bankruptcy and Transactional Tricia O'Reilly $450 – Litigation and Employment Trevor Lyons $375 – Employment Caitlin Cascino $295 – Employment Stephen V. Falanga attests that Walsh is a disinterested person under 11 U.S.C. Sec. 101(14) and does not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which he/she will be retained. The counsel can be reached through: Stephen V. Falanga (SF6414) Christopher M. Hemrick (CH3682) Sydney J. Darling (SD7148) WALSH PIZZI O’REILLY FALANGA LLP One Riverfront Plaza 1037 Raymond Blvd., Ste. 600 Newark, NJ 07102 Tel: 973-757-1100 Fax: 973-757-1090 E-mail: sfalanga@walsh.law chemrick@walsh.law sdarling@walsh.law About Neighborhood Health Services Neighborhood Health Services Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 15-10277) on Jan. 7, 2015. In the petition signed by Siddeeq El Amin, chairman, board of directors, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Vincent F. Papalia presides over the case. Giordano, Halleran & Ciesla, P.C. is the Debtor's bankruptcy counsel. NEOVASC INC: Tiara Featured at 32nd Annual EACTS 2018 Meeting ------------------------------------------------------------- Neovasc Inc.'s Tiara transcatheter mitral valve replacement device was featured in a "Live Case" broadcast at the 32nd Annual European Association for Cardio-Thoracic Surgery Meeting held October 18-20 in Milan, Italy. In a live case broadcast to the main arena of the conference, Dr. Lenard Conradi and Dr. Ulrich Schaefer of University Medical Center Hamburg-Eppendorf (Hamburg, Germany) successfully implanted a 40mm Tiara transcatheter mitral valve in a patient suffering from severe mitral regurgitation. Drs. Conradi and Schaefer commented following the case, "This patient suffered from severe mitral regurgitation and a number of co-morbidities which made him a very poor candidate for surgery. The Heart Team weighed in on all available treatment options and determined the Tiara device was the best option for this patient. The Tiara case was very straight-forward, with an implant time of 14 minutes and no procedural complications. Following the Tiara implant the patient's mitral regurgitation was completely resolved, with a mean transvalvular gradient of 2 mmHg and no paravalvular leak. The patient was extubated in stable condition immediately following the procedure in the hybrid operating room and is recovering well at this time." "This live case broadcast reinforced Tiara's potential as a promising treatment option for patients who are unsuitable to receive an open-heart surgical valve replacement," commented Fred Colen, Neovasc's president and chief executive officer. "Attending physicians were able to see firsthand the simplicity of the minimally invasive, transapical transcatheter approach and resulting complete elimination of the patient's MR. We look forward to continuing to expand our Tiara clinical program and ultimately the adoption of Tiara for routine use in these patients once regulatory approvals are obtained." About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88 million in total assets, US$28.04 million in total liabilities and a total deficit of US$4.15 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NINE WEST: Files Amended Plan of Reorganization ----------------------------------------------- Nine West Holdings, Inc. on Oct. 17 disclosed that it, together with certain of its affiliates (collectively, the "Company"), has filed an amended chapter 11 plan of reorganization (the "Plan") and related disclosure statement with the United States Bankruptcy Court for the Southern District of New York. The Plan is accompanied by an amended and restated Restructuring Support Agreement, which has been signed by parties that hold or control over 85% of its secured term debt, over 80% of its unsecured term debt, and the Company's indirect equity owners. "Following the successful sale of our Nine West and Bandolino footwear and handbag business, the filing of the amended Plan and entry into the amended Restructuring Support Agreement is another important milestone in our work to right-size the Company's capital structure and to position our One Jeanswear Group, The Jewelry Group, Kasper Group, and Anne Klein businesses for continued long-term success," said Ralph Schipani, interim chief executive officer of Nine West Holdings, Inc. "We look forward to working closely with all stakeholders over the coming weeks and months as we move through the plan approval process." The proposed Plan is the result of the Company's engagement with its creditors over many months on the proper path forward for the Company's businesses and other assets. The Plan reduces the Company's pre-bankruptcy debt obligations by more than $1 billion. The Plan further provides significant near-term cash recoveries to stakeholders through the settlement of potential claims and causes of action against the Company's indirect equity owners that have been at the center of creditor investigations during the Company's bankruptcy cases. These claims will be settled for a $105 million cash contribution by the indirect equity owners to the Company, which cash will be distributed to the Company's unsecured creditors. The Company also will receive a 3-year purchase commitment from Belk, Inc. for an assortment of merchandise across the Company's businesses, further strengthening the Company's operations. The proposed Plan contemplates the following creditor recoveries: -- The Company's secured term debt holders will be repaid in full in cash; -- The Company's unsecured term debt holders will receive (i) 92.5% of the equity of the reorganized company, subject to certain adjustments and dilutions set forth in the Plan, and (ii) one‑third of the equity holder settlement proceeds; -- The Company's unsecured noteholders and general unsecured creditors will share in an equity pool of 7.5% of the equity of the reorganized company, subject to dilution and certain adjustments set forth in the Plan; and -- The Company's unsecured noteholders and other unsecured creditors at Nine West Holdings, Inc. will also receive (i) warrants for 20% of the reorganized company's equity, and (ii) two-thirds of the equity holder settlement proceeds. A hearing has been scheduled for November 7, 2018, to consider approval of the Disclosure Statement related to the Plan. Following Court approval of the Disclosure Statement, the Company will distribute the Plan and Disclosure Statement to voting creditors for their consideration. The Plan remains subject to bankruptcy court approval and customary closing conditions. This press release is not intended as solicitation for a vote on the Plan. Additional information about the Plan is available at https://cases.primeclerk.com/ninewest. The Company's legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co. Alvarez & Marsal North America LLC has been retained to provide an interim CEO and additional personnel. About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NOON MEDITERRANEAN: $731K Sale of All Assets to Daphne's Approved ----------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized Noon Mediterranean, Inc.'s sale of substantially all assets to Daphne's, Inc. or its nominee for (i) $731,265 cash to pay creditors, expenses, fees and legal expenses; (ii) 2% of equity given to creditors in Daphne's; (ii) up to $100,000 in post-bankruptcy costs; and (iv) payment of October rent for all assumed locations. From the proceeds of the sale of any of the Debtor's assets located in the state of Texas, the amount of $32,000 will be set aside by the Debtor in a segregated account on its books as adequate protection for the secured claims of the local Texas tax authorities (consisting of Bexar County, Dallas County, Harris County, San Marcos CISD and Travis County) prior to the distribution of any proceeds to any other creditor. The liens of the Objecting Texas Tax Authorities will attach to these proceeds to the same extent and with the same priority as the liens they now hold against the property of the Debtor. These funds will be on the order of adequate protection and will constitute neither the allowance of the claims of the Objecting Texas Tax Authorities, nor a cap on the amounts they may be entitled to receive. Furthermore, the claims and liens of the Objecting Texas Tax Authorities will remain subject to any objections any party (including the Debtor) would otherwise be entitled to raise as to the allowance, priority, validity or extent of such liens (or the underlying claims). These funds may be distributed upon agreement between the Objecting Texas Tax Authorities and the Debtor, or by subsequent order of the Court, duly noticed to the Objecting Texas Tax Authorities. The sale is free of any liens, claims, interests or encumbrances. Both the Assumption Procedures and the assumption and assignment of the Assigned Locations are approved. The sale will not be subject to the Rule 6004(h) stay. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Noon_Mediterranean_118_Order.pdf About Noon Mediterranean Established in 2011, Noon Mediterranean, Inc., owns and operates restaurants in Austin, Dallas, Houston, and San Antonio, Texas; and New York City. The company is headquartered in New York. Noon Mediterranean sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11814) on Aug. 6, 2018. In the petition signed by Stefan Boyd, president and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon presides over the case. The Debtor tapped Ciardi Ciardi & Astin as its legal counsel. ONE AVIATION: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Oct. 22 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of ONE Aviation Corporation and its affiliates. The committee members are: (1) Aircraft Computer Corp. Attn: Adam Siegel 945 McKinney Street, PMB434 Houston, TX, 77002 Phone: 713-999-5383 (2) Kenneth D. Ross 49 Park Lane Golf, IL 60029 Phone: 847-980-8620 (3) Traverse, LLC Attn: Albert Altro 25 Orion Way Trabuco Canyon, CA 92679 Phone: 310809-5064 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the Debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. PEPPERELL MILLS: To Transfer Real Property to Merrow Sewing ----------------------------------------------------------- Pepperell Mills Limited Partnership and Merrow Sewing Machine Company, or its nominee, filed with the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, a disclosure statement explaining their Chapter 11 plan dated October 15, 2018. The Plan contemplates the transfer of the Debtor's real property to Merrow, which will provide the funding necessary to make the payments contemplated under the Plan, including the payment of a dividend to General Unsecured Creditors. The Disclosure Statement provides the following treatment and classification of impaired claims in accordance with the Plan: * Class 1 consists of the Massachusetts Development Finance Agency (MDFA) Secured Claim. In full satisfaction and discharge of the MDFA Allowed Secured Claim, the holder of the MDFA Allowed Secured Claim will receive the sum of (i) $1,613,000, if the Effective Date occurs on or before November 30, 2018, or (ii) $1,658,000, if the Effective Date occurs on or before March 31, 2019. MDFA will receive the applicable amount at the closing of the transfer of the Real Property. The holder of the MDFA Allowed Secured Claim will retain the Liens securing such Claim until the MDFA has received the amount set forth in Section 4.1(c) of the Plan. The Debtor has acknowledged that the MDFA has a Claim against the Debtor in the approximate amount of $3,247,000, and that such Claim is secured by a valid and perfected first priority mortgage on the Real Property. Since the Real Property is worth far less than MDFA's Secured Claim, and based on the estimated value of the Real Property, MDFA will have a General Unsecured Claim of approximately $1,430,000. The Debtor and MDFA are currently in negotiations regarding the wavier of this general unsecured claim. * Class 2 consists of Fall River's Secured Claims. In full and complete satisfaction, settlement, discharge and release of Fall River's Allowed Secured Claims, the holder of such Allowed Claims shall receive the following treatment: (i) Real Estate Taxes. Fall River's Allowed Secured Claim for real estate taxes due with respect to the Real Property will be paid in full as follows: (1) a payment in cash, from the proceeds of the financing associated with the transfer of the Real Property, of a total value, as of the Effective Date of the Plan, equal to the Allowed amount such Allowed Secured Claim; (2) in installment payments in cash, paid by Merrow, over a period ending not later than five years after the Petition Date; or (3) in installment payments in cash, paid by Merrow, in a manner not less favorable than the most favored non-priority unsecured claim provided for by the Plan, other than payments to the Class 3 Claims. (ii) Municipal Charges. Fall River's Allowed Secured Claim for municipal charges will be paid in full: (a) in four (4) quarterly payments of principal and interest based on an interest rate of 5.50% per annum, such other rate agreed to between Merrow and the holder of such Claim, or such other rate determined by the Bankruptcy Court to permit the holder of such Claim to receive deferred cash payments totaling such Claim, of a value, as of the as of the Effective Date, of at least the value of such holder's interest in the Estate's interest in the property subject to such holders valid and perfected Liens, (b) as agreed between the holder of such Claim and Merrow, or (c) as determined by the Bankruptcy Court to provide the holder of such Claim with the indubitable equivalent of such Claim. The payments to the holder of the Allowed Secured Claim for municipal charges will be made by Merrow. The holder of Fall River's Allowed Secured Claims will retain the Liens securing such Claims until it has received the amount; provided that, the holder of Fall River's Allowed Secured Claims will subordinate its Lien, if requested to do so, to any financing obtained by Merrow to assist in funding the Plan. Fall River has filed a proof of claim asserting that, as of the Petition Date, it was owed approximately $160,000 for unpaid real estate taxes, approximately $21,500 in unpaid water and sewer charges, and approximately $22,600 in utility charges. All of these claims are secured by liens on the Real Property that are senior to any other existing liens. * Class 3 consists of the General Unsecured Claims against the Debtor. In full and complete satisfaction, settlement, release and discharge, each holder of an Allowed General Unsecured Claim will receive, commencing upon the later to occur of the Effective Date or the date such Claim becomes an Allowed Claim, one of the following: (i) a Pro Rata share of the Plan Fund; or (ii) treatment as agreed between the Debtor or the Reorganized Debtor and the holder of the Allowed General Unsecured Claim. No Insiders of the Debtor shall receive any distributions on account of their Allowed Claims until the Allowed Claims of all non-Insider creditors have been paid in full. Holders of Pre-Petition Liens Not Otherwise Classified: Except for Secured Claims for real estate taxes, any Claim that was secured by a Lien on the Real Property as of the Petition Date and that is not otherwise separately classified, shall be treated as a General Unsecured Claim, and such Liens shall be deemed discharged. The holder(s) of such Claim(s) shall provide a discharge of such Liens to the Debtor within two days of a request for such discharge. This includes the claims of Fall River Five Cents Savings Bank and Fall River Office of Economic Development. Based on the bankruptcy schedules filed by the Debtor, the General Unsecured Claims against the Debtor total approximately $2,800,000, exclusive of any General Unsecured Claim held by MDFA. * Class 4 consists of the Allowed Equity Interests in the Debtor. On the Effective Date, the Equity Interests the Debtor shall be cancelled. The Plan will be funded from the Debtor's cash on hand, from financing provided by Merrow in conjunction with the transfer of the Real Property, and from other funds provided by Merrow. Merrow guarantees that, for a period of not less than two years following the closing of the transfer of the Real Property to Merrow, it will provide employment for at least 125 employees at the Real Property, exclusive of any employees hired by other tenants at the Real Property. As of the Petition Date, the Debtor's schedules of assets filed with the Bankruptcy Court listed the value real property as approximately $1.8 million. The Debtor estimated its total value as a fair market value. The property has present income of approximately $40,417 month and expenses of approximately $37,000. The monthly expenses include an agreed upon $7,000 payment to MDFA as adequate protection. If the Debtor were not in Chapter 11, its expenses would be significantly greater as it would owe in excess of $20,000 per month to its three lienholders. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ybnkrq88 at no charge. 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. PLH GROUP: S&P Raises Senior Secured Term Loan Rating to 'BB-' -------------------------------------------------------------- S&P Global Ratings said that it raised its issue-level rating on Irving, Texas-based specialty engineering and construction (E&C) contractor PLH Group Inc.'s senior secured term loan, issued by PLH Infrastructure Services Inc., to 'BB-' from 'B+' and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%; rounded estimate: 75%) recovery in the event of default. The issuer credit rating remains 'B+'. The outlook is stable. S&P said, "We revised the ratings to reflect the company's $34 million prepayment on its senior secured term loan. Due to the lower term loan balance, we expect a higher recovery in the event of default. "Our rating on PLH reflects the company's participation in the competitive and cyclical electric power and energy E&C markets, modest scale, and ownership by private-equity sponsors. The ratings also incorporate our view that the company will continue to benefit from higher capital spending by its customers as demand improves due to increased domestic energy production and the aging of midstream infrastructure and the U.S. electric grid. We expect credit measures to modestly improve over our forecast period but to remain appropriate for the current rating when considering the company's financial sponsor ownership." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario contemplates a default in 2022 stemming from a protracted downturn in the capital spending budgets of PLH's customers in the electric power and energy end markets. Our distressed scenario envisions a period of numerous delays and cancellations in its customers' capital spending programs, with PLH's key customers reducing their capital expenditure budgets in line with the declines in the broader electric power and energy industries." Simulated default assumptions -- LIBOR of 250 basis points at default; -- A 60% draw under the $60 million asset-based lending revolver at default; and -- An emergence multiple of 5.0x, which implies a gross enterprise value (EV) of about $154 million. The multiple used is in line with the standard E&C multiple that S&P uses for most peers in the sector. Simplified waterfall -- Net EV (after 5% administrative costs): $146 million -- Valuation split (obligors/nonobligors): 100%/0% -- Priority claims: $37 million -- Collateral available to senior secured term debt: $109 million -- Senior secured claims: $140 million --Recovery expectations: 70%-90% (rounded estimate: 75%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST PLH Group Inc. Issuer Credit Rating B+/Stable/-- Issue-level Ratings Raised; Recovery Ratings Revised To From PLH Infrastructure Services Inc. Senior Secured BB- B+ Recovery Rating 2(75%) 3(65%) PREFERRED CARE: Transfer of Omega 5 Facilities Approved ------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized the Omega 5 Debtors' proposed Operating Transfer Agreement ("OTAs") with the affiliates of Genesis Healthcare, Inc. in connection with the transfer of operations of the five skilled nursing homes in New Mexico ("Omega 5 Facilities"), and the assets necessary for the operations of the Omega 5 Facilities. Without the need for any additional order of the Court, the Debtors are authorized and directed to comply with the provisions of the Accounts Receivable Procedures set forth in Sections 2.5, 2.9, and 2.21 of the OTAs, including without limitation, recognition of the ownership interest of the Purchaser in funds that are proceeds of the Purchaser's accounts receivable generated after the Closing Date, and the transfer of the amount of such funds to the Purchaser in accordance with the Accounts Receivable Procedures. The Lease Terminations are approved. The leases associated with each of the Omega 5 Facilities will be rejected and terminated as of the Closing Date. With respect to each lease applicable to the Omega 5 Debtors, the Motion constitutes a separate contested matter as contemplated by Bankruptcy Rule 9014. The Sale Order will be deemed a separate order with respect to the rejection and termination of each such lease associated with the Omega 5 Facilities. The Omega 5 Debtors are authorized to transfer the Assets to the Purchaser in accordance with the terms of the OTAs. They will transfer the Assets to the Purchaser on the Closing Date, in accordance with the OTAs, and will vest the Purchaser with good title and all right, title and interest in the Assets in accordance with the OTAs free and clear of all Interests. The Assets will include all of the Omega 5 Debtors' Transferred Records, which will remain with the applicable Omega 5 Facility and be owned by the Purchaser on and after the Closing Date. The transfer of the Assets to the Purchaser will be, and hereby is, free and clear of any and all Interests, rights and encumbrances whatsoever, except as may otherwise be set forth explicitly in the OTAs or the Sale Order. The Omega 5 Debtors are authorized and directed to assume, then transfer and assign the Assumed Contracts to the Purchaser, subject to the terms of the OTAs. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), there is no stay pursuant to Bankruptcy Rule 6004(h) or 6006(d) and the Sale Order will be effective and enforceable immediately upon entry. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Preferred_Care_1204_Order.pdf About Preferred Care Preferred Care, Inc., is a Delaware corporation that is owned by Mr. Thomas Scott. PCI is a holding company for numerous wholly owned, non-debtor subsidiaries that collectively own four mental health facilities located in Mississippi, a developmental facility in Florida, and a management contract for the operations of a skilled nursing home in Texas. The Debtors, other than PCI, 33 skilled nursing facilities in Kentucky and New Mexico. Their non-debtor affiliates operate an additional 75 skilled nursing facilities in ten additional states. Accordingly, the Debtors and their non-debtor affiliates operate 108 skilled nursing, assisted living and independent living facilities in 12 states (approximately 11,500 beds and 9,300 residents). Preferred Care, Inc., and 33 of its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017. The Debtors' bankruptcy proceedings have been jointly administered under the PCI's bankruptcy case. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. PRODUCT QUEST: Nov. 5 Auction of Assets Set ------------------------------------------- Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina authorize the bidding procedures of Product Quest Manufacturing, LLC and affiliates in connection with the auction sale of assets, consisting of their real property (land, buildings and permanent fixtures), machinery and equipment, office furniture and equipment, vehicles, and customer lists and related data, unless sold, assigned, transferred, or otherwise administered in the case prior to the auction. A hearing on the Motion was held on Oct. 11, 2018. The notice contemplated by the Sale Motion is adequate and sufficient notice of the proposed sale of the Sale Assets, the Auction, any proposed assumption and assignment of executory contracts or unexpired leases and any cure costs associated therewith and the Sale Hearing, and no additional notice need be given. Without limiting the generality of the foregoing, the Court specifically approves the Sale Notice. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 26, 2018 b. Sale Price: A Qualified Bidder must provide for a fixed price, subject to the ability to increase such price(s) at the Auction, payable in immediately available funds at closing. c. Deposit: 5% of the Sale Price d. Auction: The Auction will be held on Nov. 5, 2018, commencing at 10:00 a.m. (ET), at the Debtors' premises located at 2865 N. Cannon Blvd., Kannapolis, North Carolina. e. Bid Increments: Each subsequent bid by a Qualified Bidder will be in increments that increase that aggregate consideration above the previous bid by such amount as may be determined by the Trustee and the Agent in their sole discretion. f. Sale Hearing: Nov. 13, 2018 at 10:00 a.m. (ET) g. Closing: Within three days of the date on which the Sale Order becomes a final, non-appealable order h. Sale Objection Deadline: Nov. 9, 2018 at 4:00 p.m. (ET) Within three business days after entry of the Bidding Procedures Order, the Debtors will serve copies of the Bidding Procedures Order, the Bidding Procedures and the Sale Notice on all Notice Parties. In addition, although not required by the Bankruptcy Code or Rules, the Debtors will also provide copies of the Bidding Procedures Order, the Bidding Procedures and the Sale Notice to any parties who previously have expressed interest in acquiring all or a material portion of the Sale Assets. Within three days after the Auction, the Trustee will serve a copy of the Assignment Notice upon the parties on the Master Service List and all non-debtor parties to the Debtors' executory contracts and unexpired leases whose contracts or leases are designated in a Prevailing Bid or a Back-up Bid to be assumed and assigned at and in conjunction with the closing of approved sales. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Product_Quest_219_Order.pdf About Product Quest Manufacturing Product Quest Manufacturing, LLC, is a manufacturer of over-the-counter drugs and cosmetics, as well as some prescription drugs and animal health products. Product Quest Manufacturing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-50946) on Sept. 7, 2018. At the time of the filing, Product Quest estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Lena M. James presides over Product Quest's cases. The Debtors tapped Northen Blue LLP as their legal counsel; and Kurtzman Carson Consultants LLC as their claims, noticing, and balloting agent. RAINBOW NATURAL: $725K Sale of All Assets to WBA Approved --------------------------------------------------------- Judge Edward Ellington of the U.S. Bankruptcy Court for the Northern District of Mississippi authorized Rainbow Natural Grocery Cooperative's private sale of substantially all assets to WBA Investments, LLC, $725,000. The sale is free and clear of Liens. Any net proceeds from the sale of the Assets will be placed in the Debtor's existing United States Trustee authorized DIP bank account, and such proceeds will not be disbursed except in the ordinary course of business until further order of the Court. Within seven days after the sale of the Assets closes, pursuant to Fed. R. Bankr. P. 6004(f)(1), the Debtor will file on the Court docket a Report of Sale with a copy of the settlement statement. Hope Federal Credit Union will have the right to file an amended or supplemental Proof of Claim covering its post-petition interest, reasonable attorney's fees, costs, and expenses, and other recoverable charges incurred through the closing date of the sale, and that the full amount of Hope's prepetition secured claim, together with the amount of any claim allowed to Hope, will be secured by a first-priority lien on the proceeds of the sale. About Rainbow Natural Grocery Cooperative Rainbow Natural Grocery Cooperative sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-01604) on April 23, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Edward Ellington presides over the case. The Debtor tapped J. Walter Newman, Esq., at Newman & Newman, as its legal counsel. RAMKABIR INVESTMENTS: Has Authority on Interim Cash Collateral Use ------------------------------------------------------------------ The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida has signed an agreed interim order authorizing Ramkabir Investments, Inc. to use the cash collateral of Jax City Station, LLC and the United States Small Business Administration from the date of the Hearing (which was held May 29, 2018) until the Agreed Interim Order is amended or superseded. The Court finds sufficient equity in the Debtor's property to protect the interests of Jax City and the SBA. However, as additional adequate protection for the use of cash collateral as permitted in Agreed Interim Order, Jax City and the SBA are granted a replacement lien on Debtor's post-petition accounts (excluding sales taxes), receivables, and unrestricted cash in the same priority and to the same extent as its pre-petition liens, but only to the extent their prepetition collateral is utilized. Such post-petition liens, however, do not extend to any avoidance claims held by the estate. In the addition, the Debtor will make monthly adequate protection payments to Jax City in the total amount of $11,000, which will be paid by the Debtor on the 7th day of each month through the earlier of (i) confirmation of Debtor's Chapter 11 Plan of Reorganization, (ii) dismissal or conversion of this case, or (iii) further order of the Court. The Debtor's authority to use cash collateral will terminate upon the earlier of (i) the entry of an order modifying Agreed Interim Order, (ii) the entry of the order arising from the final hearing to approve the use of cash collateral (iii) appointment of a Chapter 11 trustee in Debtor's case, (iv) the conversion of Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, or (v) a default in the performance or observance of any material provision of the Agreed Interim Order. A full-text copy of the Agreed Interim Order is available at http://bankrupt.com/misc/flmb18-00342-35.pdf About Ramkabir Investments Ramkabir Investments, Inc., which conducts business under the name Boston's Restaurant & Bar, is a sports-bar chain located at 13070 City Station Dr., Jacksonville, Florida. Ramkabir Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00342) on Feb. 5, 2018. In the petition signed by CEO Nimesh H. Patel, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Paul M. Glenn presides over the case. Thames Markey & Heekin, P.A., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. RED TAPE: Seeks Authority to Use Cash Collateral ------------------------------------------------ Red Tape, Inc. and Red Tape II, Inc. seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to use cash collateral in the ordinary course of its business to the extent provided in the Budget. Red Tape, Inc. is the owner of real estate located at Lot Ten, Block "MM", of Brownsville Land and Improvement Company's Subdivision, Cameron County, Texas; and Red Tape II, Inc. is the owner of real estate located at Lots Two and Three, Albrad Subdivision, Unit No. 3, an Addition to the City of Pharr, Hidalgo County, Texas. Prior to Sept. 16, 2018, the Debtor Red Tape, Inc., was the signatory on two separate Real Estate Lien Notes secured for the benefit of lender International Bank of Commerce ("IBC") by three separate properties and cash collateral. Specifically, IBC held a first priority mortgage secured by the properties owned by Red Tape, Inc. and Red Tape II, Inc. The security is under a Deed of Trust for a Real Estate Lien Note/Promissory Note in the amount of $800,000. The second real estate lien note is for the principal amount of $56,000, secured by the real property owned by RRAFHF, Inc., a separate entity owned by the shareholders of Red Tape and Red Tape II. The Debtor Red Tape, Inc. was the signatory on two separate Promissory Notes secured for the benefit of the lender Home Tax Solutions, LLC ("HTS") by two tax liens on the Real Property owned by Red Tape, Inc. and Red Tape II, Inc. The Debtors operate two separate gentlemen's clubs with management for both clubs being located in Brownsville, Texas. The Comptroller of Public Accounts classifies these gentlemen's clubs as sexually oriented businesses subject to the SOBF Act. The SOBF requires sexually oriented businesses to pay an amount equal to $5.00 for each entry by each customer admitted to the business. Both Red Tape and Red Tape II challenged the validity of the tax and the amounts owed. The filing of these separate bankruptcy cases are filed as the result of a State Office of Administrative Hearings final decision adopted by the Comptroller of Public Accounts following hearing on Debtors' case. Specifically, the Comptroller following the hearing determined that Both Red Tape and Red Tape II were responsible for outstanding SOBF fees from January 1, 2008. The Texas Statement of Account for Red Tape provided that $1,123,248.41 including penalties and interest was outstanding. The Texas Statement of Account for Red Tape II provided that $1,121,686.75 including penalties and interest was outstanding. Accordingly, the Debtors seek to use cash collateral in accordance with the budget and to grant: (a) replacement liens to all secured creditors to the extent their claims were valid as of the filing date; (b) adequate assurance payments to secured creditor IBC in the amount of $6,300 per month; (c) adequate assurance payments to secured creditor HTS in the amount of $391.16 per month as payment for that one certain Promissory Note secured by real property owned by Debtor in Possession Red Tape, Inc. (d) adequate assurance payments to secured creditor HTS in the amount of $633.23 per month as payment for that one certain Promissory Note Promissory Note secured by real property owned by Debtor in Possession Red Tape II, Inc. A copy of the Motion is available at http://bankrupt.com/misc/txsb18-10280-14.pdf About Red Tape Red Tape Inc. is a small organization in the civic, social, and fraternal associations industry located in Brownsville, Texas. Red Tape is the registered owner of Stiletto's Cabaret and Stilettos Gentlemens Club, an adult entertainment club in Brownsville, Texas. The Debtors previously sought bankruptcy protection on Nov. 22, 2017 (Bankr. S.D. Tex. Case Nos. 17-10444 and 17-10443). Red Tape Inc., and its affiliate Red Tape II Inc. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.17-10443) on Nov. 22, 2017. In the petition signed by Ramiro Armendariz, its president, the Debtors estimated $1 million to $10 million in assets and liabilities. The Hon. Eduardo V. Rodriguez presides over the case. Ricardo Guerra, Esq., at Guerra & Smeberg, PLLC, serves as bankruptcy counsel. REDOX POWER: Hires Shulman Rogers as Bankruptcy Counsel ------------------------------------------------------- Redox Power Systems, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland (Greenbelt) to hire Shulman, Rogers, Gandal, Pordy & Ecker, P.A., as its bankruptcy counsel. Professional services to be rendered by Shulman Rogers are: a. provide the Debtor with legal advice with respect to its powers and duties in the operation of its business and the management of its properties pursuant to the Bankruptcy Code; b. prepare on behalf of the Debtor all necessary applications, answers, orders, reports and other legal papers; c. assist in analyses and representation with respect to lawsuits to which the Debtor is or may be a party; d. negotiate, prepare, file and seek approval of a plan of reorganization and disclosure statement; e. represent the Debtor at all hearings, meetings of creditors and other proceedings; and f. perform all other legal services for the Debtor which may be necessary to serve the best interests of the Debtor and its bankruptcy estate in this proceeding. Such services may include, at the Debtor’s request, legal representation with respect to litigation, securities, transactional, tax and other matters, and Chapter 11 liquidation. The Debtor paid to Shulman Rogers an advance retainer of $48,373. Shulman Rogers is holding $52,660 as a security retainer for postpetition services. Michael J. Lichtenstein, shareholder in the law firm of Shulman, Rogers, Gandal, Pordy & Ecker, P.A., attests that Shulman Rogers neither represents nor holds any interest adverse to the Debtor or its estate; has no connection with the Debtor, its creditors or any other party-in-interest or its respective attorneys and accountants, or with the United States Trustee for this District or any person employed in his office; and is a disinterested party, as that term is defined in section 101(14) of the Bankruptcy Code. The counsel can be reached at: Michael J. Lichtenstein Shulman Rogers Gandal Pordy & Ecker, PA 12505 Park Potomac Avenue, 6th Floor Potomac, MD 20854 Tel: 301-230-5231 Fax : 301-230-2891 Email: mjl@shulmanrogers.com About Redox Power Systems Redox Power Systems, LLC, designs and manufactures fuel cell products that provide clean, primary power at a price point that competes with grid power. Based in College Park, Maryland, Redox Power Systems, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-23882) on Oct. 19, 2018, estimating $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Thomas J. Catliota. Shulman Rogers Gandal Pordy & Ecker, PA, led by Michael J. Lichtenstein, is the Debtor's counsel. RESOLUTE ENERGY: Lion Point Has 9.6% Stake as of Oct. 23 -------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Lion Point Master, LP, Lion Point Capital GP, LLC, Lion Point Capital, LP, Lion Point Holdings GP, LLC, Didric Cederholm, and Jim Freeman disclosed that as of Oct. 23, 2018, they beneficially owned 2,218,708 shares of common stock of Resolute Energy Corporation, which represents 9.6 percent of the shares outstanding. The Shares purchased by Lion Point were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,218,708 Shares beneficially owned by Lion Point is approximately $71,153,536 excluding brokerage commissions. "The Reporting Persons have had discussions with the Issuer to express the Reporting Persons' views as to the Issuer's business and strategies to enhance or maximize shareholder value. In these discussions, the Reporting Persons have expressed the view that the Issuer has some of the most attractive leaseholds for oil and gas development in the Permian Basin. However, despite this leading asset position, the Issuer's operational performance has fallen short of its internally generated plan and external communications, leading to substantial underperformance for its Shares. As a result, the Reporting Persons believe the Issuer needs to strongly consider what actions can be taken to enhance and maximize shareholder value - including a review of the potential value delivered to shareholders through a sale of the Issuer. The Reporting Persons believe the Issuer should promptly and fulsomely explore strategic interest, rescind the shareholder rights plan, engage in a comprehensive strategic review and begin discussions with shareholders over changes in the size and composition of the Issuer's Board of Directors (the "Board"). The Reporting Persons and their representatives expect to continue to have conversations with the Issuer and with third parties, including other oil and gas companies, as well as shareholders of the Issuer and others. "The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals with respect to, among other things, the matters set forth in the previous paragraph and potential changes in, the Issuer's operations, management, organizational documents, Board composition, ownership, capital or corporate structure, sale transactions, dividend policy, and strategy and plans. The Reporting Persons intend to communicate with the Issuer's management and Board about, and may enter into negotiations with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other shareholders or third parties, including potential acquirers, service providers and financing sources regarding the Issuer. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements," Lion Point said in the regulatory filing. Swap Agreements Lion Point has entered into certain cash-settled equity swap agreements with several unaffiliated third party financial institutions. Collectively, the Swap Agreements held by the Reporting Persons represent economic exposure to an aggregate of 1,689,941 notional Shares, representing approximately 7.3% of the outstanding Shares. The Swap Agreements provide Lion Point with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements. Taking into account the Subject Shares, Lion Point has economic exposure to an aggregate of 3,908,649 Shares, representing approximately 16.9% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares. A full-text copy of the Schedule 13D is available for free at: https://is.gd/f0eR7j About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of June 30, 2018, Resolute Energy had $826.6 million in total assets, $909.40 million in total liabilities, and a total stockholders' deficit of $82.77 million. RIO MALL: Interim Cash Collateral Use Extended Through Dec. 15 -------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has entered a first extension of the interim order authorizing Rio Mall, LLC's use of cash collateral. The Debtor is authorized, for the period ending on December 15, 2018, to use cash collateral for each line item identified in the Cash Collateral Budget, plus a variance not to exceed 10% of each line item expense category so long as the total of all amounts in excess of all line items for the Cash Collateral Budget do not exceed 10% percent in the aggregate of the total Cash Collateral Budget, for the following purposes: (a) maintenance and preservation of its assets; (b) the continued operation of its business, including but not limited to real estate taxes, maintenance and insurance expenses; and (c) accrual and payment of quarterly fees to the Office of the United States Trustee. The approved Budget provides total costs and expenses in the aggregate sum of $19,950 for October; $70,085 for November; and $20,925 for December. Investors Bank is granted a replacement perfected security interest to the extent the Investors Bank's Cash Collateral has been or is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral (and proceeds thereof) that Investors Bank held in the Debtor's Pre-Petition Collateral. Another interim hearing will be held on the December 12, 2018 at 1:30 p.m. Any objection, answer or other responsive pleading to the Cash Collateral Motion will be filed with the Clerk of the Bankruptcy Court on or before December 5. A full-text copy of the Order is available at http://bankrupt.com/misc/flsb18-17840-82.pdf About Rio Mall LLC Rio Mall, LLC is a real asset company whose principal assets are located at 3801 Route 9 South Rio Grande, NJ 08242. Rio Mall, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-17840), on June 28, 2018. In the petition signed by Bruce Frank, manager, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Bradley S. Shraiberg, Esq. at Shraiberg Landau & Page PA. No official committee of unsecured creditors has been appointed in the Chapter 11 case. RMH FRANCHISE: Nov. 19 Plan Confirmation Hearing ------------------------------------------------ Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on May 5, 2017, approved the disclosure statement with respect to RMH Franchise Holdings, Inc., et al.'s first amended joint Chapter 11 plan of reorganization. Any and all objections to the approval of the Disclosure Statement, to the extent not previously resolved or withdrawn, are overruled in their entirety. The Confirmation Hearing is scheduled to be conducted on November 19, 2018, at 10:00 a.m. Objections to confirmation of the Plan must be filed on or before November 9, 2018. The Debtors must reply to the objections no later than November 16. About RMH Franchise Holdings RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings is the direct or indirect parent of each of the other Debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions were signed Michael Muldoon, president, RMH Franchise Holdings estimated assets and liabilities of $100 million to $500 million. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH Franchise Corporation (Case No. 18-11095), and Contex Restaurants, Inc. (Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel to the Debtors; Mastodon Ventures, Inc., is the restructuring advisor; Hilco Real Estate LLC serves as real estate broker; and Prime Clerk LLC acts as claims and noticing agent. On May 24, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. Kelley Drye & Warren LLP serves as lead counsel to the Committee while Zolfo Cooper LLC acts as bankruptcy consultant and financial advisor. RUBY'S DINER: Committee Taps Winthrop Couchot as Insolvency Counsel ------------------------------------------------------------------- The Official Committee of Creditors Holding Unsecured Claims for the estate of Ruby's Diner, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain Winthrop Couchot Golubow Hollander, LLP, as the Committee's general insolvency counsel. The Committee requires Winthrop Couchot to: 1. advise and assist the Committee with respect to the Committee's duties, responsibilities and powers in the Debtor's bankruptcy case; 2. advise and assist the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor; 3. advise and assist the Committee with respect to the administration of the Debtor's case, the distribution of the Debtor’s assets, the prosecution of claims against third parties, and any other matters relevant to the Debtor's case; 4. advise and assist the Committee with respect to the disposition and allowance of claims asserted against the Debtor’s estate; 5. advise and assist the Committee with respect to the negotiation, confirmation and implementation of a Chapter 11 plan; and 6. advise and assist the Committee in any legal proceeding, whether adversary or otherwise, involving the interests represented by the Committee, and the performance of such other legal services as may be required by the Committee in furtherance of the interests of general unsecured creditors in the Debtor's case. Winthrop Couchot's regular hourly rates, Marc J. Winthrop $795 Robert E. Opera $795 Sean A. O'Keefe, Of Counsel $750 Paul J. Couchot, Of Counsel $750 Richard H. Golubow $595 Peter W. Lianides $595 Garrick A. Hollander $595 Andrew B. Levin $435 Alastair Gesmundo $325 Legal Assistants Meir Weinberg, Esq. $295 P.J. Marksbury $270 Legal Assistant Associates $150 Garrick A. Hollander, partner of the law firm of Winthrop Couchot Golubow Hollander, LLP, attests that he and his firm do not hold or represent any interest adverse to the Debtor or this Chapter 11 case that would impair the Firm's ability to perform objectively professional services for the Debtor, in accordance with Section 1103 of the Bankruptcy Code; or have any connection with creditors and other parties-in-interest relating to the Debtor or this Chapter 11 case. The counsel can be reached through: Garrick A. Hollander, Esq. Richard H. Golubow, Esq. WINTHROP COUCHOT GOLUBOW HOLLANDER, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 E-mail: ghollander@wcghlaw.com rgolubow@wcghlaw.com About Ruby's Diner Inc. Ruby's Diner, Inc. -- https://www.rubys.com -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer presides over the case. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel. SAND HILLS METROPOLITAN: Nov. 28 Plan Confirmation Hearing ---------------------------------------------------------- The second amended disclosure statement explaining Sand Hills Metropolitan District's second amended plan for the adjustment of debts dated Oct. 17, 2018, is approved, and a hearing to consider confirmation of the Plan is scheduled for November 28, 2018, at 10:00 a.m. Objections to the confirmation of the Plan must be filed on or before November 21. The Debtor amended its Plan to include an exculpation provision providing that, except with respect to obligations specifically arising pursuant to or preserved in the Plan or the Barrett and Bonanza Settlement Agreement, no Exculpated Party will have or incur, and each Exculpated Party will be released and exculpated from, any claim, obligation, cause of action or liability for any claim in connection with or arising prior to or on the Effective Date for any act taken or omitted to be taken in connection with, or related to, (i) the administration of the Bankruptcy Case, (ii) the negotiation, pursuit, confirmation, solicitation of votes for, consummation or implementation of the Plan, (iii) the administration of the Plan or property to be distributed under the Plan, (iv) any document, release, contract, or other instrument entered into in connection with, or relating to, the Plan or the settlements referenced within the Plan or (v) any other transaction contemplated by, or entered into, in connection with the Plan; provided, however, that nothing in the Plan’s exculpation provision will be deemed to release or exculpate any Exculpated Party for its willful misconduct or gross negligence. In all respects, each Exculpated Party will be entitled to reasonably rely upon the advice of counsel with respect to its duties and responsibilities pursuant to the Plan. A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/cob18-13078-95.pdf A redlined version of the Second Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/yamnp8nc at no charge. About Sand Hills Based in Englewood, Colorado, Sand Hills Metropolitan District, filed for chapter 9 protection (Bankr. D. Colo. Case No. 18-13078) on April 16, 2018, with estimated assets at $10 million to $50 million and estimated liabilities at $10 million to $50 million. The petition was signed by Robert A. Lembke, president. SCG MADILL: Ruling on Proposed Sale of All Assets Deferred ---------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the District of Delaware deferred ruling on the proposed sale by SCG Madill Brookside, LLC, SCG Durant Four Seasons, LLC, and SCG Oak Ridge, LLC, of substantially all assets to LQC by credit bid, subject to overbid, in order for the Debtors to file a plan of reorganization no later than Oct. 12, 2018. A hearing on the Motion was held on Oct. 1, 2018 at 11:00 a.m. About SCG MADILL BROOKSIDE Based in Tampa, Florida, SCG Madill Brookside, LLC, d/b/a Brookside Nursing Center and its affiliates, operate skilled nursing facilities. SCG Madill Brookside, et al., provide residents and patients with a full spectrum of skilled nursing and long-term health care services and offer a wide range of direct care services like therapy, hospice care, Alzheimer's, and dementia care within their portfolio of facilities. SCG Madill Brookside (Bankr. M.D. Fla. Case No. 17-10101) and affiliates SCG Durant Four Seasons, LLC (Bankr. M.D. Fla. Case No. 17-10103), SCG Lake Country, LLC (Bankr. M.D. Fla. Case No. 17-10104), SCG Oak Ridge, LLC (Bankr. M.D. Fla. Case No. 17-10107), SCG Red River, LLC (Bankr. M.D. Fla. Case No. 17-10108), and SCG Red River Management, LLC (Bankr. M.D. Fla. Case No. 17-10109) filed Chapter 11 bankruptcy petitions on Dec. 5, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by David Vaughan, chairman of the Board. These affiliated cases previously filed on July 27, 2017 in the Middle District of Florida, Tampa Division, with Judge Catherine Peek McEwen as bankruptcy judge: Entity Case No. ------ -------- Senior Care Group, Inc. 17-06562 SCG Laurellwood, LLC 17-06576 SCG Gracewood, LLC 17-06574 SCG Harbourwood, LLC 17-06572 SCG Baywood, LLC 17-06563 Key West Health and Rehabilitation Center 17-06580 The Bridges Nursing and Rehabilitation, LLC 17-06579 Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtors' bankruptcy counsel. On Jan. 18, 2018, the Court entered the Amended Joint Administration Order, which, among other things, severed the joint administration of the Oklahoma Debtors' cases from the Original Debtors' cases. No trustee or examiner has been appointed in the Debtors' cases. SEARS HOLDINGS: Set to Close 142 Stores by End of 2018 ------------------------------------------------------ Sears recently declared bankruptcy, bringing the company to a new low after several years of steady decline. In order to avoid going out of business altogether, Sears will close at least 142 Sears and Kmart department stores by the end of 2018, which -- along with 46 closures already planned for November -- will bring the company's total number of stores in operation to fewer than 500. Many of the remaining locations have so far been profitable, so a scaled-down Sears could conceivably go on indefinitely. However, the company is currently seeking a buyer for these stores in order to preserve their long-term viability and the thousands of jobs they provide across the US. The bankruptcy could threaten these stores' profit margins if vendors and creditors avoid the struggling retailer as a financial risk, so it's not yet out of the question that Sears goes the way of Toys 'R' Us and RadioShack. In any case, bankruptcy and downsizing at this scale represent a monumental change for the former leader of the US retail market. Sears was the equivalent of Amazon and Walmart for much of the twentieth century -- when mail-order catalogs and large department stores grew to meet the expanding purchasing power of the American consumer -- and is still a staple in shopping malls. Since 1989, when Walmart surpassed Sears in domestic revenues, Sears has faced intense competition on multiple fronts: -- supercenters (e.g., Walmart, Target), which offer even larger selections of low-cost goods and conveniently combine the department store with the supermarket -- home centers (e.g., Home Depot, Lowe's, Menards), which are one-stop shops for tools, building materials, appliances, furniture, and other home goods and hardware -- e-commerce, which is dominated by Amazon and the leading brick-and-mortar retailers As a sign of the trouble Sears has been in for the last several years, the company finally sold its Craftsman brand to Stanley Black & Decker in March 2017, and the idea of selling Kenmore came up again in August 2018. Both brands have historically enjoyed widespread recognition and approval among US consumers but have lately languished under the retail chain's poor management. The Craftsman deal promises to revitalize that brand, especially as it brings the brand into growing retail channels such as Lowe's and Ace Hardware. In September, Stanley Black & Decker rolled out 1,200 new Craftsman products -- including hand tools, power tools, tool storage, lawn and garden equipment, and more. The deal gives Sears a perpetual license to continue selling Craftsman, so shoppers will still find these products where they've always been, but the brand is now under Stanley Black & Decker's management, which will help to maintain the brand's strong name. According to Freedonia analyst Cara Brosius, Stanley Black & Decker has been more understanding of consumer trends than Sears, including in its distribution through home centers. "Many customers like home centers for being a one-stop shop for home improvement projects, since they can consult store employees for advice and purchase virtually anything they need -- either in-store or online for in-store pickup if the products they need are not in stock." Another Freedonia analyst, Matt Breuer, adds that this makes two significant acquisitions for Stanley Black & Decker in the last couple of years. In September, the company also purchased a 20% stake in MTD Products -- the current market leader in US power lawn and garden equipment -- with the option to acquire the remaining 80% beginning in July 2021. "Between its ownership of Craftsman and its stake in MTD Products, Stanley Black & Decker is quickly becoming a power player in both the tools market and the lawn and garden equipment market." For more information on the manufacture and distribution of tools, power equipment, and related products, see the following Freedonia Group studies: -- Hand Tools -- Power Tools -- Tool Storage Products -- Power Lawn & Garden Equipment Additional information on the lawn and garden consumables and equipment markets is available through the Freedonia Group's Lawn & Garden Knowledge Center platform. About The Freedonia Group The Freedonia Group is an international industrial research company publishing more than 100 studies annually. Since 1985, it has provided research to customers ranging in size from global conglomerates to one-person consulting firms. More than 90% of the industrial companies in the Fortune 500 use Freedonia Group research to help with their strategic planning. It is a division of MarketResearch.com About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) --http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SEDGWICK LLP: Taps CandC Fees as London Collections Agent --------------------------------------------------------- Sedgwick LLP seeks authority from the United States Bankruptcy Court for the Northern District of California (San Francisco) to hire CandC Fees Limited as London collections agent to the Debtor. The Debtor's assets consist of, among other things, accounts receivable with a face amount exceeding $4 million to $5 million, and an estimated recoverable value of approximately $1.5 million. In order to pursue the recovery of estate assets for the benefit of creditors, the Debtor is seeking Court approval to retain CandC as its UK collections agent to assist in the collection of the Debtor's international accounts receivable. For the processing, collection and payment of all new invoices presented to CandC by the Debtor for collection the monthly rate of commission due on invoiced amounts will be 5.0% for collections up to US$150,000, reducing to 3.5% for collections between $150,000 and $300,000 reducing to 2.0% for collections between $300,000 and $500,000. If the monthly collection total exceeds $500,000, the 3.0% commission will be applied to the total amount collected in that given month. Steve Constantine, principal of CandC Associates, LLC, attests that CandC is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Steve Constantine CandC Associates, LLC 10 Haredale Close Rochester, Kent ME1 2DN Tel 01634 711499 Mobile +44 (o)7553343581 E-mail: Steve.constantine@candcfees.com About Sedgwick LLP Sedgwick LLP is a San Francisco, Calif.- based firm that provides legal advisory services. The firm's focus areas include antitrust, bankruptcy, business and commercial litigation, intellectual property, mass tort, reinsurance, surety, and estate planning. Sedgwick LLP was founded in 1933 and has offices in Chicago, Dallas, Kansas City, London, Los Angeles, Miami, New York and Seattle. Sedgwick LLP filed for bankruptcy protection (Bankr. N.D. Cal., Case No. 18-31087) on Oct. 2, 2018. In the petition signed by Curtis D. Parvin, chair of Dissolution Committee, the Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Hannah L. Blumenstiel presides over the case. The Debtor tapped John W. Lucas, Esq., Richard M. Pachulski, Esq., and John D. Fiero, Esq. of Pachulski Stang Ziehl & Jones LLP as counsel. SHC PROMOTIONS: Case Summary & 40 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SHC Promotions LLC fka A&E Factory Service fka Accents for Less fka Appliance Liquidators fka American Siding & Deck, Inc. fka American Windows & Sash, Inc. 333 Beverly Road Hoffman Estates, IL 60179 Business Description: SHC Promotions LLC is an affiliate of Sears Holdings Corporation, an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. A motion will be filed with the Court requesting that the Chapter 11 case of SHC Promotions be jointly administered under Sears Holdings Corporation case number 18-23538 (RDD). Visit www.searsholdings.com for more information. Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 18-23630 Judge: Hon. Robert D. Drain Debtor's Counsel: Jacqueline Marcus, Esq. WEIL, GOTSHAL & MANGES, LLP 767 5th Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: jacqueline.marcus@weil.com Debtor's Financial Advisor: M-III ADVISORY PARTNERS, LP 30 Rockefeller Plaza, New York, NY 10112 Debtor's Investment Banker: LAZARD FRERES & COMPANY 30 Rockefeller Plaza, New York, NY 10112 Debtor's Real Estate Advisor: DLA PIPER LLP 500 Eighth Street, NW, Washington, DC 20004 Debtor's Claims, Noticing & Solicitation Agent: PRIME CLERK 830 Third Avenue, 9th Floor New York, NY 10022 https://restructuring.primeclerk.com/sears Estimated Assets: (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities: (on a consolidated basis): $10 billion to $50 billion The petition was signed by Luke Valentino, assistant secretary. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-23630.pdf Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Pension Benefit Pension Benefits Unliquidated Guaranty Corporation Attn.: Judith Starr, General Counsel Office of the Chief Counsel 1200 K Street, N.W., Suite 300 Washington District of Columbia 20005‐4026 Tel: 202‐326‐4400 x3083 Email: Starr.Judith@pbgc.gov SRAC Medium Term Notes Unsecured $2,311,796,000 c/o The Bank of New York Notes Mellon Trust Co. Attn.: Mary A. Callahan, Vice President 2 N. LaSalle Street, Suite 700 Chicago, Illinois 60602 Tel: 312‐827‐8546 Email: mary.callahan@bnymellon.com Holdings Unsecured Notes (8.00%) Unsecured $410,956,500 c/o Computershare Trust Company, N.A. Notes Attn.: Michael A. Smith, Vice President 2950 Express Drive South, Suite 210 Islandia, New York 11749 Tel: 303‐262‐0707 Email: michael.smith2@computershare.com Holdings Unsecured PIK Notes (8.00%) Unsecured $222,580,652 c/o Computershare Trust Company, N.A. Notes Attn.: Michael A. Smith, Vice President 2950 Express Drive South, Suite 210 Islandia, New York 11749 Tel: 303‐262‐0707 Email: michael.smith2@computershare.com SRAC Unsecured Notes Unsecured $185,564,300 c/o The Bank of New Notes York Mellon Trust Co. Attn.: Mary A. Callahan, Vice President 2 N. LaSalle Street, Suite 700 Chicago, Illinois 60602 Tel: 312‐827‐8546 Email: mary.callahan@bnymellon.com SRAC Unsecured PIK Notes Unsecured $107,872,763 c/o The Bank of New York Notes Mellon Trust Co. Attn.: Mary A. Callahan, Vice President 2 N. LaSalle Street, Suite 700 Chicago, Illinois 60602 Tel: 312‐827‐8546 Email: mary.callahan@bnymellon.com Whirlpool Corporation Trade Payable $22,250,103 Attn.: Aaron Spira 600 West Main Street Benton Harbor, Michigan 49022‐2692 Tel: 269‐923‐5000 Email: aaron_d_spira@whirlpool.com WiniaDaewoo Electronics America Trade Payable $15,535,537 Attn.: Hyun Suk Choi, Esq. c/o Choi & Park, LLC 11 Broadway, Suite 615 New York, New York 10004 Tel: 212‐695‐0010 Email: hchoi@choiandpark.com Cardinal Health Trade Payable $15,348,095 Attn: Beth J. Rotenberg, Esq. Scott A. Zuber, Esq. c/o Chiesa Shahinian & Giantomasi PC One Boland Drive West Orange, New Jersey 07052 Tel: 973‐325‐1500 Email: brotenberg@csglaw.com szuber@csglaw.com Electrolux (Frigidaire Company) Trade Payable $13,744,679 Attn: Alan Shaw 703 Waterford Way, Suite 300 Miami, Florida 33126 Tel: 786‐388‐6400 Email: alan.shaw@electrolux.com Icon Health and Fitness Inc. Trade Payable $12,102,200 Attn.: Everett Smith 1500 South 1000 West Logan, Utah 84321 Tel: 877‐993‐7999 Email: esmith@iconfitness.com Hangzhou Greatstar Trade Payable $10,354,683 Industrial Co., Ltd. Attn.: Kiah T. Ford IV, Esq. c/o Parker Poe Adams & Bernstein LLP 401 South Tryon Street, Suite 3000 Charlotte, North Carolina 28202 Tel: 704‐372‐9000 Email: chipford@parkerpoe.com Hanesbrands Inc. Trade Payable $8,380,097 Attn: Joia Johnson, Chief Administrative Officer and General Counsel 1000 East Hanes Mill Road Winston Salem, North Carolina 27105 Tel: 336‐519‐5360 Email: Joia.Johnson@hanes.com Paco (China) Garment Ltd. Trade Payable $7,220,123 Attn: Lily Wang No 9 Yueyang Road Building B Qingdao, Shandong 266000 China Tel: 86‐532‐81978137 Email: lily@pacogarment.com Apex Tool International LLC Trade Payable $6,585,482 Attn.: Jessica Chang 14600 York Road, Suite A Sparks, Maryland 21152 Tel: 410‐773‐7800 Email: jessica.chang@apextoolgroup.com Black & Decker US Inc. Trade Payable $5,925,878 Attn.: Robin Z. Weyand, Assistant General Counsel 701 E. Joppa Road Towson, Maryland 21286 Tel: 410‐716‐3625 Email: robin.weyand@sbdinc.com Tata Consultancy Services Ltd. Trade Payable $5,761,976 Attn.: Ashish Gupta 379 Thornal Street, 4th Floor Edison, New Jersey 08837 Tel: 847‐286‐6667 Email: ashish.gupta@searshc.com Active Media Services Inc. Trade Payable $5,424,732 Attn.: Lisa Brown 1 Blue Hill Plaza Pearl River, New York 10965 Tel: 845‐735‐1700 Email: Lisa.Brown@activeinternational.com Automotive Rentals Inc. Trade Payable $5,359,201 Attn: Brian S. McGrath, Esq. Kristen D. Romano, Esq. c/o McGlinchey Stafford 112 West 34th Street, Suite 1515 New York, New York 10120 Tel: 646‐362‐4000 Email: bmcgrath@mcglinchey.com kromano@mcglinchey.com TJ Tianxing Kesheng Leather Trade Payable $4,857,704 Products Co Ltd. Attn: Power Wang No. 2 Jianshe Road Baodi District Tianjin, Tianjin 301200 China Tel: 86‐22‐29243522 Email: powerwangtxks@vip.126.com MKK Enterprises Corp. Trade Payable $4,799,163 Attn: President or General Counsel 140 N Orange Avenue City of Industry, California 91744 Tel: 626‐217‐8245 Email: rose@baldwinsun.com LG Electronics USA Inc. Trade Payable $4,746,197 Attn: Thomas Yoon 1000 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Tel: 888‐865‐3026 Email: thomas.yoon@lge.com Feroza Garments Ltd. Trade Payable $4,614,975 Attn: Nazrul Islam Mazumder 3 Sujat NagarSultan Mansion, 2nd Floor Mirpur, Dhaka Bangladesh Tel: 88‐02‐9830348 Email: nassa@nassagroup.org MTD Products Inc. Trade Payable $4,493,593 Attn: Derek Kaesgen, Deputy General Counsel 5903 Grafton Road Valley City, Ohio 44280‐9329 Tel: 330‐558‐7550 Email: derek.kaesgen@mtdproducts.com Jordache Limited Trade Payable $4,381,183 Attn: Cliff Lelonek, President 1400 Broadway, 14th and 15th Floor New York, New York 10018‐5336 Tel: 212‐944‐1330 Email: clelonek@jordache.com City Choice Limited Trade Payable $4,337,049 Attn: Steve Meyers Unit 5 6/F Hong Leong Ind. Complex No 4 Wang Kwong Road Kowloon Hong Kong Tel: 852‐27576068 Email: sukichan@solarxhk.com terry@solarxhk.com Deloitte & Touche LLP Trade Payable $4,177,800 Attn: Jim Berry, Partner 2200 Ross Avenue, Suite 1600 Dallas, Texas 75201 Tel: 214‐840‐7360 Email: jiberry@deloitte.com Thanh Cong Textile Trade Payable $4,177,341 Garment Investment Trading Joint Stock Company Attn: Lee Jong 36 Tay Thanh Street Tay Thanh Ward Tan Phu Dist Ho Chi Minh City 708500 Vietnam Tel: 84 8 381 53962 Email: leejm@thanhcong.com.vn Cleva Hong Kong Ltd. Trade Payable $4,151,063 Attn: Tammy Harvey 303 Des Voeux Road Central Hong Kong Tel: 0086(0)512 8227 5805 Email: tammy.harvey@cleva‐na.com International Business Machine Trade Payable $4,067,093 Attn: Bruce E. Frierdich, Counsel Legal Department ‐ Chicago Office Global Markets 71 South Wacker Drive, Seventh Floor Chicago, Illinois 60606 Email: bfrierd@us.ibm.com Procter & Gamble Distributing Trade Payable $4,065,580 Attn: Deborah P. Majoras Chief Legal Officer & Secretary One Procter & Gamble Plaza Cincinnati, Ohio 45202 Email: Majoras.DP@pg.com Mien Co, Ltd. Trade Payable $4,057,082 Attn: Michelle Chan A5‐B, Blk A,12/F, Hongkong Ind Centre 489‐491 Castle Peak Rd Lai Chi Kok, Kowloon Hong Kong Tel: 00 852 93014248 Email: michelle@mien‐co.com Eastern Prime Textile Limited Trade Payable $3,413,816 Attn: Carol Yim Unit F 10/F, King Win Fty Bldg No. 65‐67 King Yip St Kwun Tong, Kowloon Hong Kong Tel: 86‐769‐83626002 Email: carol@eastern‐prime.com Weihai Lianqiao Trade Payable $3,044,370 International Cooperation Group Attn: Sarah Wong No. 269, West Wenhua Road Hi‐Tech Deve Zone Weihai China Tel: 86 631 5678612 Email: sarah_wong@southocean.com BST International Fashion Limited Trade Payable $2,966,541 Attn: Emily Nip Suite 2301B 23/F Skyline Tower No.39 Wang Kwong Road Kowloon Bay Hong Kong Tel: 852‐3471 0600 Email: enip@frontline‐hk.com Winners Industry Company Limited Trade Payable $2,964,394 Attn.: Kitty Chow Unit A, Wah Lung Building 49‐53 Wang Lung Street, Tsuen wan, New Territories Hong Kong Tel: 0769‐39016338 Email: kitty@winnersarts.com SITEL Trade Payable $2,849,008 c/o Frost Brown Todd LLC Attn: Edward M. King, Esq. 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Tel: 502‐568‐0359 Email: tking@fbtlaw.com Coyote Trade Payable $2,734,955 Attn: Jason Rice 2545 W. Diversey Avenue, 3rd Floor Chicago, Illinois 60647 Tel: 847‐295‐2424 Email: Jason.rice@coyote.com Chamberlain Manufacturing Corp. Trade Payable $2,716,078 Attn: Colleen M. O'Connor, VP Finance & Treasurer 300 Windsor Drive Oak Brook, Illinois 60523‐1510 Tel: 630‐530‐6848 Email: colleen.oconnor@chamberlain.com Knights Apparel Inc. Trade Payable $2,623,712 Attn: Joia Johnson, Chief Administrative Officer & General Counsel 1000 East Hanes Mill Road Winston Salem, North Carolina 27105 Tel: 336‐519‐5360 Email: Joia.Johnson@hanes.com SPI ENERGY: Will Hold a Special Meeting of Shareholders on Nov. 6 ----------------------------------------------------------------- SPI Energy Co., Ltd., has delived a notice of extraordinary general meeting of shareholders and proxy statement relating to an extraordinary meeting of shareholders to be held on Nov. 6, 2018. The meeting is called to vote on the following: "That the 5,000,000,000 shares of a par value of $0.00001 each in authorized share capital of the Company be consolidated and divided into 500,000,000 shares of a par value of $0.0001 each, with such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing shares of $0.00001 each in the capital of the Company." The close of business on Oct. 16, 2018 has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the meeting. "All shareholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions and then deposit it at the offices of the Company located at 4677 Old Ironsides Drive, #190, Santa Clara, CA 95054, or send copies of the foregoing by facsimile to +888-633-0309, or send copies of the foregoing by email to ir@spigroups.com, in each case marked for the attention of IR Department, not later than 48 hours before the time of the holding of the meeting. Shareholders who appoint proxies retain the right to revoke them at any time prior to the voting thereof." A full-text copy of the Proxy Statement is available for free at: https://is.gd/IDug7j About SPI Energy SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. SPI Energy incurred net losses of $5.2 million, $185.1 million and $220.7 million in 2014, 2015 and 2016, respectively. The Company had an accumulated deficit of $466.8 million as of Dec. 31, 2016. The Company had net cash used in operating activities of $56.5 million in 2014, net cash used in operating activities of $155.5 million in 2015 and net cash used in operating activities of $47.0 million in 2016. The Company also had a working capital deficit of $176.2 million as of Dec. 31, 2016. In addition, the Company has substantial amounts of debts that will become due in 2017. As of Dec. 31, 2016, SPI Energy had $361.8 million in total assets, $374.7 million in total liabilities and a total shareholders' deficit of $12.92 million. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Group has suffered recurring losses from operations and has a working capital deficit and a net capital deficit as of Dec. 31, 2016. In addition, the Group has defaulted repayment of substantial amounts of debts and borrowings. These factors raise substantial doubt about the Group's ability to continue as a going concern. SPI Energy has yet to file its Annual Report on Form 20-F for the year ended Dec. 31, 2017. The Company has experienced a delay in preparing the Form 20-F and the audited financial statements required in the Form 20-F. STONE CONNECTION: Court Orders Exclusivity Period Continued ----------------------------------------------------------- Judge Sage M. Sigler of the U.S. Bankruptcy for the Northern District of Georgia, Atlanta Division, issued an order holding that the exclusivity period provided under 11 U.S.C. Section 1121(c)(3) in Stone Connection, Inc.'s Chapter 11 case continues until the earlier of the date the Court enters an order terminating exclusivity or a period of 20 months passes since the Petition Date. The Debtor filed a Motion for Determination that Exclusivity Period Continues, or Alternatively, for Extension of Exclusivity Period seeking entry of an order (i) determining that the Debtor obtained the acceptances of each class of impaired creditors such that the exclusivity period provided under Section 1121(c)(3) continues until the earlier of the date the Court enters an order terminating exclusivity or a period of 20 months passes since the Petition Date; or, alternatively, (ii) extending the Debtor's exclusive right under Section 1121(c) through and including December 31, 2018. The Motion came to be heard on October 10, 2018. There were no objections to the Motion. The Court finds that if the exclusivity period provided under Section 1121(c) was required to be extended to remain in place, cause exists for such extension. The Order will not be deemed a determination that the Debtor received the acceptances of all impaired Classes without regard to the votes of insiders and shall not be deemed a determination as to the allowability of the ballot filed by EastGroup Properties, LP. About Stone Connection Founded in 1999, Stone Connection, Inc. -- https://www.stoneconnectionatlanta.com/ -- is a direct importer of marble and granite for homeowners and contractors in the Atlanta metro area, including the communities of Roswell, Alpharetta, Sandy Springs, and more. Its 30,000 sq/ft warehouse and showroom in Norcross, Georgia have more than 300 individual types and colors of granite. Stone Connection filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-51440) on Jan. 30, 2018. In the petition signed by CEO Eugene Steyn, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Barbara Ellis-Monro is the Debtor's counsel. Lamberth, Cifelli, Ellis & Nason, P.A., is the Debtor's counsel. KW Commercial, the commercial arm of Keller Williams Realty Atlanta Partners, as broker. TE CHAN: Moody's Assigns B1 Corp. Family Rating, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and a B1-PD Probability of Default Rating to Ta Chen International, Inc.. At the same time, Moody's assigned a B3 rating to the proposed $250 million senior secured term loan B. The proceeds from the term loan along with borrowings on its asset based lending facility will be used to fund the purchase of a common alloy aluminum rolling mill for a price of $300 million. The ratings outlook is stable. This is the first time Moody's has rated Ta Chen International, Inc. "Ta Chen's B1 corporate family rating reflects its strong market position, positive earnings momentum and moderate financial leverage. However, it also incorporates the volatility of the operating performance of domestic metals distributors and the uncertainties related to ramping up a rolling mill that was idled for years," said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for Ta Chen International, Inc. Assignments: Issuer: Ta Chen International, Inc. Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Senior Secured Term Loan B, Assigned B3 (LGD5) Outlook Actions: Issuer: Ta Chen International, Inc. Outlook, Assigned Stable RATINGS RATIONALE Ta Chen's B1 corporate family rating is supported by its strong market position as a leading US master distributor of stainless steel and aluminum products to large and well established domestic steel service centers. It also reflects its recent strong earnings trends and the expectation that these trends will continue in the near term, and its relatively moderate leverage and strong interest coverage on a pro forma basis after the acquisition of Arconic Inc.'s (Ba2 stable) rolling mill in Texarkana, Texas. In addition, the rating is supported by the countercyclical working capital needs of the distribution business model, which typically results in significant free cash flow from working capital reductions during industry downturns. Lastly, the rating reflects the implied support from Ta Chen's parent company and its willingness to raise funds through an equity offering to potentially support Ta Chen's acquisitive growth strategy. The rating is constrained by Ta Chen's relatively modest scale versus other distributors, and its limited geographic diversity and moderate customer concentration. It also incorporates the typical volatility of the operating performance of domestic metals distributors and the uncertainty around the sustainability of the company's recent significant margin expansion and very strong operating performance. In addition, the rating reflects risks related to further acquisitions since the company has stated its intent to pursue other deals, as well as the uncertainties related to the ramp up of the Texarkana rolling mill and the assumed operating profit contribution from this mill. The company could face a shortage of common alloy aluminum to sell to its customers if the facility's production falls short of expectations. Ta Chen's recent operating performance has been strong due to favorable economic, industry and steel trade conditions, higher stainless steel and common alloy aluminum prices, the benefit of building low cost imported aluminum inventories ahead of the implementation of antidumping and countervailing duties, and the accretion from three acquisitions completed in 2017. As a result, the company expects to report more than $2 billion in revenues and to generate low-to-mid double digit EBITDA margins in 2018. This will enable the company to have relatively low pro forma adjusted financial leverage (Debt/EBITDA) of about 3.0x and strong interest coverage (EBITA/Interest) of around 10.0x. These metrics are strong for the B1 rating and could strengthen further in 2019 if market conditions remain favorable and the ramp up of the common alloy aluminum rolling mill goes well. However, the rating also reflects the typical volatility of the earnings in this sector, the fact that robust market conditions will not continue indefinitely, and the risks related to the company's growth strategy. Ta Chen is expected to maintain a good liquidity profile and will have only modest debt maturities prior to 2022. The company is expected to maintain a moderate cash balance and ample availability on its $775 million ABL revolver, which is being upsized from $600 million as part of the acquisition related financing. The ABL facility may be utilized to support working capital investments if free cash flow is weaker than expected as the company ramps up its rolling mill. However, the company is expected to generate positive free cash in 2019 as it benefits from relatively robust market conditions. The B3 term loan rating is two notches below the corporate family rating since it has a second priority interest in the more liquid current assets including receivables and inventory. The term loan will have a first priority pledge on the company's fixed assets, but they are expected to have a value well below the initial term loan balance. The stable ratings outlook presumes the company's operating results will moderately improve over the next 12 to 18 months and it will maintain credit metrics that support its rating. The ratings could be upgraded if the company sustains double digit operating margins during an economic or sector downturn and consistently generates positive free cash flow. However, its relatively small scale and limited diversity will constrain its upside ratings potential. Negative rating pressure could develop if the company has negative free cash flow, its operating margins decline towards the mid-single digit range, or debt financed acquisitions or other factors lead to its leverage ratio rising above 4.5x. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. Ta Chen International, Inc., headquartered in Long Beach, CA, is a master distributor of stainless steel, aluminum and nickel alloy products. The company operates through 19 US locations, including 2 sales office, 2 manufacturing facilities (3 including Texarkana), 11 company-owned warehouses and 4 public warehouses. Ta Chen is an operating subsidiary of Ta Chen Stainless Pipe Co., Ltd. located in Taiwan and generated about $2.1 billion in revenues during the LTM period ended September 30, 2018. TERRAFORM POWER: S&P Affirms 'BB-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issuer credit rating on TerraForm Power Inc. The outlook is stable. S&P also affirmed its 'BB+' rating and '1' recovery on the issuer's secured debt, as well as the 'BB-' and '4' recovery on the issuer's unsecured debt. The affirmation stems from events in the first year of Brookfield's ownership that have reduced cash flow volatility, while leverage remains high. The issuer purchased Saeta Yield, a wind and solar portfolio of about 1.03 GW. S&P said, "While the purchase price of about $1.2 billion was partially funded with debt, we expect this transaction will decrease leverage to a degree, and the assets should provide some cash flow stability and diversity, though it does create some concentration risk. The total portfolio was about 2.6 GW before the acquisition, so the addition of 1.03 GW of contracted capacity is substantial. However, we continue to treat Saeta as a deconsolidated subsidiary, and consider only the residual cash flows of the portfolio to TerraForm Power. As a result of this transaction, Brookfield also increased its stake in TERP to about 65% from around 51%; this is thought to be credit supportive." S&P said, "The stable outlook reflects an expectation of more limited growth in portfolio size in coming years, as well as effective operations at the asset level. We anticipate debt to EBITDA of about 5.0x–5.5x in coming years based on an assumption of P90 resource levels. This outlook also hinges on expected prudent and supportive management by Brookfield. "We could lower the rating if the issuer pursues significant debt-funded acquisitions, such that forward-looking deconsolidated leverage exceeds 6.0x. In addition, persistent resource inadequacy or weaker operations, including diminished availability, could contribute to this challenge. "We could raise the rating if the portfolio deleverages meaningfully in coming years, to under 5x on a deconsolidated basis, either through excess cash flow or asset sales that are used to trim debt balances." TEXAS ASSOCIATION: EPISD Objects to Disclosure Statement -------------------------------------------------------- Creditor El Paso Independent School District (EPISD) objects to the Texas Association of Public Schools Property and Liability Fund's disclosure statement explaining its first amended plan of adjustment under Chapter 9 of the Bankruptcy Code. EPISD asserts that the Debtor's assets and their values are not sufficiently described, as only a summary is set out in Section IV of the Disclosure Statement. It also argues that there is insufficient information about administrative claims and potential litigation. EPISD asserts that the Debtor should describe how its current estimate of claims is determined, how the estimate has changed in light of pending litigation in the Bankruptcy Court, whether any factors may significantly affect the Debtor's estimate of ultimate liability, and what claims will be paid by reinsurance as opposed to assets of the estate. The Debtor should provide an estimate of creditor claims that may be paid by reinsurance, thereby reducing the pool of creditors sharing in estate assets. Finally, the estimated claims should be broken down by property losses, liability, legal fees, and other significant components. Furthermore, EPISD objects to the Disclosure Statement for failing to disclose whether the Debtor's counsel is in a position to pursue litigation against its former directors and/or claims administrators. The Disclosure Statement should also disclose who will be on the "trust committee," what authority it will have regarding litigation, and whether it can employ counsel and other professionals. It should also explain why the trust committee is not the party to chose a litigation trustee. EPISD is represented by: James W. Brewer, Esq. KEMP SMITH LLP P.O. Box 2800 El Paso, TX 79999-2800 Tel: (915) 533-4424 Fax: (915) 546-5360 About TAPS The Texas Association of Public Schools Property and Liability Fund (TAPS) is a self insurance pool set up under the Texas Interlocal Cooperation Act on Sept. 1, 2001. Membership is limited to public school districts, community colleges and education service centers. Access to the Fund is provided through a network of professional independent agents. On October 18, 2017, TAPS filed a Chapter 9 petition with the U.S. Bankruptcy Court for the Western District of Texas (San Antonio). The Debtor's counsel is William B. Kingman, Esq., at Law Offices of William B. Kingman, PC, San Antonio, Texas. TEXAS ASSOCIATION: Highland Park ISD Objects to Plan Disclosures ---------------------------------------------------------------- Creditors Highland Park Independent School District and Sierra Blanca Independent School District object to the Texas Association of Public Schools Property and Liability Fund's disclosure statement explaining its first amended plan of adjustment under Chapter 9 of the Bankruptcy Code. The School Districts assert that the Disclosure Statement fails to provide adequate information. It is vague, confusing, and inconsistent. There is unspecified potential liability to school district members proposed in the form of "assessments" that should be detailed with more specificity. From the meager information set forth in the Disclosure Statement, Class 3 Creditors are not equipped to make an "informed judgment" whether they should vote for the Plan, nor can they ascertain what they can expect to receive if the Plan is confirmed and consummated. The School Districts argue that the Disclosure Statement fails to provide adequate information as to the identity, authority, and responsibilities of whoever is in charge. Similarly, the Plan contains numerous undefined terms and confusing inconsistencies, including, but not limited to the following: * The Plan mentions a "Trust committee" but includes no information as to the committee's members or the committee's duties. * The Plan states: "The Committee, and any other statutory committee appointed in TAPS's Chapter 9 Case, shall be dissolved on the Effective Date." As there are no statutory committees in this case, it is unclear what Committee is to be dissolved. * The Plan refers to a Trust Agreement attached to the Plan as Exhibit A, but there is no Trust Agreement attached to the Plan. * The Disclosure Statement provides: "The Debtor intends to continue to attempt to collect receivables and will assess its districts and to liquidate claims" and refers to "Proposed Receivable from Future Assessments" in the amount of $3,100,000. The Disclosure Statement provides: that "TAPS estimates that it will assess each of its former members 18% of its 2016-2017 contribution to the TAPS pool." The Disclosure Statement should provide details as to which school districts will be assessed, for what amount, by what means, and under what authority. * The Disclosure Statement provides no detail, not even a monetary amount, as to the Potential Recoverable Reinsurance listed in its "Schedule of Assets." For example, the Disclosure Statement is silent as to TAPS' relationship with Crawford & Company and the mechanism for settling outstanding claims and as to TAPS’ projection for liquidating and settling claims. * Information about Potential Recoverable Reinsurance is especially important because most of the policies issued by TAPS to Texas school districts, including the majority of its Creditors, involved reinsurance and "layers" of reinsurers. Adequate disclosure of Potential Recoverable Reinsurance and disclosure of the ongoing obligations of the reinsurance provider(s) is of crucial importance to the School Districts which have sustained covered losses in excess of TAPS' Loss Fund Retentions that have not been paid in full. * The Disclosure Statement provides no detail as to how the monetary amount of the Class 3 Creditors' claims were calculated. The $8,740,000 amount listed for "claims held by former members" is significantly less than the claims filed by Texas public school districts as listed in the Claims Register as of the date of this filing. The Disclosure Statement wholly fails to explain this discrepancy, raising the question of whether Debtor plans to dispute the vast majority of Creditors' claims. The School Districts join in the Disclosure Statement Objections filed by Port Arthur Independent School District and Shelbyville ISD and the Disclosure Statement Objections filed by Rio Grande City Consolidated Independent School District, and incorporate those objections in their entirety. Creditors Highland Park Independent School District and Sierra Blanca Independent School District are represented by: Matthew R. Pearson, Esq. GRAVELY & PEARSON, L.L.P. 425 Soledad, Suite 600 San Antonio, TX Tel: (210) 472-1111 Fax: (210) 472-1110 Email: mpearson@gplawfirm.com About TAPS The Texas Association of Public Schools Property and Liability Fund (TAPS) is a self insurance pool set up under the Texas Interlocal Cooperation Act on Sept. 1, 2001. Membership is limited to public school districts, community colleges and education service centers. Access to the Fund is provided through a network of professional independent agents. On October 18, 2017, TAPS filed a Chapter 9 petition with the U.S. Bankruptcy Court for the Western District of Texas (San Antonio). The Debtor's counsel is William B. Kingman, Esq., at Law Offices of William B. Kingman, PC, San Antonio, Texas. WARRIACH INC: Seeks Access to Comerica Bank Cash Collateral ----------------------------------------------------------- Warriach Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use the cash collateral of Comerica Bank in the ordinary course of its business to the extent provided in the Budget. The Debtor is in immediate need to use the cash collateral of Comerica Bank in order to make payroll and to pay other immediate expenses to keep its doors open. The Debtor's business consists of the ownership and operation of an automobile repair shop in Dallas, Texas. The Proposed Budget provides total expenses of approximately $43,835 for the month of October 2018. Comerica Bank currently asserts lien positions, on among other things, the accounts receivable or inventory sales of the Debtor. The Debtor believes that its entire chance of reorganizing depends on its ability to immediately obtain use the alleged Collateral of Comerica Bank to continue operations of the companies while effectuating a plan of reorganization. The Debtor is willing to provide Comerica with replacement liens pursuant to 11U.S.C. Section 552 A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-33188-2.pdf About Warriach, Inc. Warriach, Inc., d/b/a USA Auto Sales, Paint and Body, is a privately held company in the automobile sales and servicing business based in Dallas, Texas. Warriach, Inc., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33188), on Sept. 30, 2018. In the petition signed by Ghulam Warriach, president, the Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor is represented by Eric A. Liepins, Esq. of Eric A. Liepins, P.C. WELDED CONSTRUCTION: Case Summary & 30 Largest Unsecured Creditor ----------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Welded Construction, L.P. (Lead Case) 18-12378 26933 Eckel Road Perrysburg, OH 43551 Welded Construction Michigan, LLC 18-12379 Business Description: Headquartered in Perrysburg, Ohio, Welded Construction -- http://www.welded.com -- is a mainline pipeline contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. The Company performs its own road boring, open cut river crossing and hydrostatic testing. The Company also offers a number of other related specialty services including: (i) fabrication welding, foundation construction, instrumentation installation, painting, and fencing for pipeline meter/regulator stations; (ii) heavy wall pipe and fabrication welding for installation of compressor stations; (iii) hydrostatic testing of existing pipelines; (iv) pre-cleaning of pipelines to meet environmental discharge requirements; (v) investigation and repair of pipeline anomalies; and (vi) the replacement or repair of pipeline segments. Chapter 11 Petition Date: October 22, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' Counsel: M. Blake Cleary, Esq. Sean M. Beach, Esq. Justin H. Rucki, Esq. Tara C. Pakrouh, Esq. Betsy L. Feldman, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mbcleary@ycst.com sbeach@ycst.com jrucki@ycst.com tpakrouh@ycst.com bfeldman@ycst.com Debtors' Notice, Claims, Solicitation & Balloting Agent: KURTZMAN CARSON CONSULTANTS, LLC http://www.kccllc.net/welded Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Frank Pometti, chief restructuring officer. A full-text copy of Welded Construction, L.P.'s petition is available for free at: http://bankrupt.com/misc/deb18-12378.pdf List of Welded Construction, L.P.'s 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ohio CAT Trade $15,563,128 Attn: Director or Officers 3993 E. Royalton Rd. Broadview Heights, OH 44147 Tel: 614-878-2287 Fax: 440-526-9513 Email: spirnat@ohiocat.com Cleveland Brothers Equipment Co. Inc. Trade $10,929,159 Attn: Director or Officers P.O. Box 417094 Boston, MA 02241-7094 Tel: 724-325-9249 Fax: 724-325-9269 Email: treasury@clevelandbrothers.com United Piping Inc. Trade $9,352,951 Beth Johnson 4510 Airport Road Duluth, MN 55811 Tel: 218-727-7676 Fax: 218-727-1536 Email: beth.johnson@unitedpiping.us Southeast Directional Drilling, LLC Trade $6,816,098 Attn: Director or Officers 3117 North Cessna Ave Casa Grande, AZ 85122 Tel: 520-423-2131 Fax: 520-423-2143 Email: charley@southestdrilling.com United Rentals North America Trade $6,584,546 Michael J. Kneeland, President 100 First Samford Place, Ste 700 Stamford, CT 06902 Tel: 203-622-3131 Fax: 203-622-1729 Email: tgrace@ur.com; mkneeland@ur.com LGS Restoration, LLC Trade $6,516,731 Attn: Director or Officers 2901 7th Street Tuscaloosa, AL 35401 Tel: 318-669-2070 Email: rickylynn48@yahoo.com Gwinnup's Restoration and Environmental Trade $5,383,191 Attn: Director or Officers 7088 S State Road 3 Milroy, IN 46156 Tel: 765-629-2700 Fax: 765-629-0333 Cross Country Pipeline Supply Co., Inc. Trade $4,870,994 Attn: Director or Officers 2420 Uravant St. Aurora, CO 80011 Tel: 303-361-6797 Fax: 303-361-6836 Email: jluckl@ccpipeline.com Pipeline Machinery Trade $4,269,513 Attn: Director or Officers 15434 Cypress N. Houston Cypress, TX 77429 Tel: 713-939-0007 Fax: 713-939-0009 Laney Directional Drilling Trade $4,078,297 Attn: Director or Officers 831 Crossbridge Drive Spring, TX 77373 Tel: 281-540-6615 Fax: 281-540-6727 Earth Pipeline Services, Inc. Trade $3,971,118 Attn: Director or Officers 135 Technology Drive Suite 100 Canonsburg, PA 15317 Tel: 724-243-3599 Email: jrobert@earthpipelines.com Maxx HDD, LLC Trade $3,892,733 Travis Vander Wert, President 7410 Continental Parkway Amarillo, TX 49119 Tel: 713-320-4292 Email: travis@maxxhdd.com I.U.O.E. Benefit Fund of Eastern Union $3,868,650 PA & DE Attn: Director or Officers PO Box 1477 Fort Washington, PA 19034 Tel: 215-542-8211 Fax: 215-540-9369 Pipeline Supply & Service Holdings LLC Trade $3,704,533 Attn: Director or Officers 1010 Lamar, Suite 710 Houston, TX 77002 Tel: 877-868-9244 Fax: 713-979-2145 Email: ar@psscompanies.com IUOE & Pipe Line Employers H&W Fund Union $3,583,395 Attn: Director or Officers P.O. Box 418049 Boston, MA 02241-8049 Tel: 888-255-3863 Email: contact@iuoelocal99.org Bechtel Corporation Trade $3,569,140 Attn: Director or Officers Fifty Beale Street San Francisco, CA 94105-1895 Tel: 602-368-7427 Fax: 713-960-9031 Laborers-Employers Benefit Plan Union $3,323,382 Collection Trust Attn: Director or Officers PO Box 94491 Chicago, IL 60690-4491 Tel: 800-562-1181 Fax: 202-393-7352 Email: tracey@lebpct.org; lebpct@liuna.org Outlaw Padding Company Trade $3,228,973 Attn: Director or Officers 21445 N. 27th Avenue Phoenix, AZ 85027 Tel: 623-465-5643 Fax: 623-465-2780 Schmid Pipeline Construction, Inc. Trade $3,108,774 John Koski, VP 850 Mallard Drive Mayville, WI 53050 Tel: 920-389-9997 Fax: 920-387-9984 Email: ap@schmid-pci.com Caterpillar Financial Services Trade $3,055,066 Attn: Director or Officers 2120 West End Avenue Nashville, TN 37203 Tel: 800-651-0567 Fax: 615-341-3778 Email: nabc.directordebit@cat.com Clearwater Construction, Inc. Trade $2,635,711 Attn: Director or Officers 1040 Perry Highway Mercer, PA 16137 Tel: 724-300-1656 Fax: 888-855-2282 Sunbelt Equipment Marketing, Inc. Trade $2,353,499 Attn: Director or Officers 500 Davenport Drive College Station, TX 77845 Tel: 877-773-2202 Fax: 979-690-7360 US Crossings Unlimited, LLC Trade $2,348,500 Christy Laroche P.O. Box 628328 Orlando, FL 32862-8328 Tel: 740-579-6172 Fax: 888-507-8320 Email: claroche@uscrossings.com Azul Estrella Services of Trade $2,174,963 Missouri, LLC Accounts Receivable 10363 County Rd 9510 West Plains, MO 65775 Tel: 314-378-1653 Fax: 417-867-5377 Email: gwpar@garnettwood.com Mears Group, Inc. Trade $2,087,132 Attn: Director or Officers 1622 Eatport Plaza Drive Collinsville, IL 62234 Tel: 517-433-2929 Fax: 989-433-2199 Michigan CAT Trade $1,915,651 Attn: Director or Officers 24800 Novi Road Novi, MI 48375 Tel: 616-827-8000 est 2733 Fax: 248-349-7508 Email: wiretransfer@michigancat.com Bedrock Environmental Services, Inc. Trade $1,799,735 Attn: Director or Officers 11 W. Market St. Unit 404 Wileks-Barre, PA 18701 Tel: 570-239-3950 Email: sales@bedrockenvironmental.com CRC-Evans Pipeline Intl. Inc. Trade $1,759,939 Attn: Director or Officers 7011 High Life Drive Houston, TX 77066 Tel: 832-249-3114 Fax: 832-249-3298 Email: sales@crc-evans.com Trans Energy Pipeline Services, LLC Trade $1,756,703 Sterling Shelton 2275 Loganville Hywy Grayson, GA 30017 Tel: 770-682-2940 Email: sshelton@transenergypls.com Central Pension Fund Union $1,662,793 Attn: Director or Officers PO Box 418433 Boston, MA 02241-8433 Tel: 202-362-1000 Fax: 202-364-2913 WELDED CONSTRUCTION: Pipeline Contractor Seeks Chapter 11 --------------------------------------------------------- Perrysburg, Ohio-based pipeline contractors Welded Construction, L.P., and Welded Construction Michigan, LLC, sought Chapter 11 bankruptcy protection on Oct. 22, 2018, to get a breathing room while they negotiate the completion of their existing pipeline projects with their customers. The Debtors currently are working on portions of five pipeline construction Projects for their Customers, as follows: * The Debtors are working on restoration, cleanup and demobilization efforts at a portion of the Atlantic Sunrise Pipeline (the "Williams/ASR Project ") for customer Transcontinental Gas Pipe Line Company, LLC, an affiliate of The Williams Companies, Inc. ("Williams"). The Debtors constructed a portion of the pipeline, and the pipeline went into service in the past month. Upon the completion of the construction work, Williams unexpectedly withheld $23,563,038 from a payment owed to the Debtors for the Williams/ASR Project, and contemporaneously therewith, filed a lawsuit against the Debtors asserting breach of contract, which created acute liquidity issues for the Debtors and concerns in the market about their viability as a going concern. * The Debtors are also working on restoration, cleanup and demobilization efforts on a portion of the Saginaw Trail Pipeline (the "2018 Consumers Project") for customer Consumers Energy Company ("Consumers"). The Debtors constructed a portion of the pipeline, and the pipeline has gone in service. * The Debtors are contracted to build a portion of another pipeline for Consumers in 2019 (the "2019 Consumers Project") for which substantive work has not yet begun. * The Debtors are constructing a portion of the Mariner East Pipelines (the "ETP Project") for Sunoco Partners Marketing & Terminals L.P. and Sunoco Pipeline L.P., affiliates of Energy Transfer Partners, L.P. (collectively, "ETP"). Within the next month, most of the Debtors' segments of work on the pipeline are scheduled to achieve "mechanical completion," meaning construction will be concluded other than cleanup and demobilization efforts. However, on Oct. 19, 2018, ETP sent a letter to the Debtors, purporting to terminate for cause their agreement. It is the Debtors' position that this purported termination is invalid. * The Debtors are constructing portions of the Leach Xpress and Mountaineer XPress Pipelines for affiliates of TransCanada, as successor to NiSource Corporate Services Company/Columbia Pipeline Group and Columbia Gas Transmission, LLC, respectively (the "Columbia Gas Project"). The Debtors' work on the Columbia Gas Project includes work on the Leach XPress Pipeline in Ohip and the Mountaineer XPress Pipeline in West Virginia. Within the next month, the Debtors' work on the Columbia Gas Project is scheduled to achieve "mechanical completion," meaning construction will be concluded other than cleanup and demobilization efforts. Debtors' Assets and Liabilities For the 12 months ending Sept. 30, 2018, the Debtors generated slightly more than $1 billion in gross revenue on a consolidated basis. As of the Petition Date, the book value of the Debtors' assets, after excluding for certain intangible items like accumulated depreciation, are over $265 million, including accounts receivable of over $116 million, and equipment with a recent appraised liquidation value of over $30 million. The Debtors have estimated accrued liabilities owed to third parties of approximately $240 million. The Debtors have cash on hand of approximately $0.9 million as of the Petition Date, which the Debtors believe is not subject to any perfected security interest, but may be subject to unperfected security interests of the Sureties. As of the Petition Date, the Debtors have no outstanding secured debt obligations under any term loan or revolving credit facility, but have certain existing or potential secured obligations in connection with surety bonds, discrete equipment financings (with liens in the applicable discrete pieces of equipment), and potential miscellaneous statutory lien claims. As of the Petition Date, the Debtors believe that they have four surety bonds on their Projects. The surety bonds were issued by the Chubb, through Federal Insurance Company and Berkshire Hathaway Specialty Insurance Company. There are no outstanding premiums or other amounts under the Surety Bonds as of the commencement of the chapter 11 cases. Chubb has issued three Surety Bonds related to the Debtors' pipeline construction Projects: (i) an approximately $454 million bond related to the Williams/ASR Project; (ii) an approximately $56 million bond related to a project that has been completed by the Debtors for well over a year, which bond the Debtors believe should be released without liability, and (iii) a $14.5 million wage payment bond. Finally, Berkshire has issued an approximately $60 million bond on the Consumers 2018 Project that reached mechanical completion shortly before the Petition Date, but for which cleanup and demobilization work remains in the ordinary course of operating their business, the Debtors utilize certain goods and services from hundreds, if not thousands, of trade vendors and subcontractors. As of the Petition Date, the Debtors estimate that they owe approximately $212 million to trade creditors. Events Leading to Chapter 11 Filing Zolfo Cooper managing director Frank Pometti, who has been appointed CRO of the Debtors, explains that for decades, the Debtors' business has been a fundamentally strong one, providing significant value to their Customers' construction Projects. More recently, however, the Debtors began facing a series of discrete challenges on their Projects that combined to impair the Debtors' operating cash flow and its near-term liquidity. These challenges have included: (i) unusual cost overruns on Projects for which the Debtors were compensated on a "lump sum" or fixed basis; (ii) weather, regulatory delays, shutdowns and other delays that in many instances were not specific to the Debtors; and (iii) significant payment delays or disputes. Taken together, this series of events put a meaningful strain on the Debtors' near-term liquidity, necessitating these chapter 11 bankruptcy filings. In particular, on Oct. 4, 2018, Williams unexpectedly withheld $23,563,538 from a payment to the Debtors for the Williams/ASR Project, and filed a lawsuit against the Debtors that same day, in the District Court of Tulsa County for the State of Oklahoma, styled Transcontinental Gas Pipe Line Company, LLC v. Welded Construction, L.P., asserting breach of contract. According to the complaint, the breach of contract claim is premised on allegations that the Debtors overbilled the amounts comprising the withheld payment and failed to provide proper reconciliation of certain charges, and seeks "delay damages of at least $1,928,571." The Debtors vigorously dispute the allegations contained in the Williams Complaint. Since the filing of the Williams Complaint, the Debtors have engaged in dialogue with Williams and its other Customers in an attempt to consensually resolve the dispute and avert the need for the filing of these chapter 11 cases. However, the filing of the Williams Complaint was quickly made public to the market and Customers became increasingly concerned about how the payment of receivables would be utilized by the Debtors. In particular, Customers sought assurance that any new payables would be solely deployed toward expenses related to their particular Projects. As such, these discussions were unsuccessful, depriving the Debtors of the necessary liquidity to sustain their business operations outside of chapter 11 and absent negotiated arrangements with their Customers. Thereafter, on Oct. 19, 2018, ETP sent a letter purporting to terminate for cause the Debtors' engagement on the ETP Project. The Debtors believe the termination attempt is ineffective and invalid because ETP did not provide proper notice or a cure period, as required under the terms of their agreement. The Debtors have reserved the right to assert all affirmative claims and causes of action it may have against ETP or any affiliated third party arising from this purported termination and otherwise. This includes, but is not limited to, claims for breach of contract and breach of the implied covenant of good faith and fair dealing, as well as tortious interference claims arising from or related to third-parties taking actions and reliance upon the defective termination notice. The Chapter 11 Cases The Debtors, in consultation with their professional advisors, have diligently evaluated a range of strategic alternatives to address their near-term liquidity challenges. As a result of these efforts, the Debtors have determined it is necessary to commence these chapter 11 cases with a $20 million debtor-in-possession financing facility consisting of entirely new money from North American Pipeline Equipment Company, LLC. The DIP Lender is an entity under common ownership with the partners of debtor Welded Construction, L.P. The funding allows the Debtors the time, breathing spell, and resources necessary to continue discussions with their Customers so as to negotiate arrangements to finalize the Debtors' ongoing Projects with them, all with the overarching goal of maximizing the value of the Debtors' estates for the benefit of the Debtors' creditors and other stakeholders. The success of the chapter 11 cases hinges on negotiations with Customers to complete their Projects. The Debtors furnish and pay for all labor, supervision, technical capability, transportation, materials, supplies, and all other items or accessories necessary for their work on a particular Project. Further, the Debtors regularly purchase, lease, and maintain equipment for work on the projects, and the Debtors are oftentimes co-signors with their Customers on the state and federal permits that facilitate the projects. Finally, for most of their projects, the Debtors employ and oversee the work of sub-contractors and vendors (collectively, the "Sub-Contractors"), and, under certain contracts, the customer has discretion over which Sub-Contractors are utilized. Typically, the Customers compensate the Debtors pursuant to purchase orders for the work they perform on the Projects. In turn, the Debtors pay the Sub-Contractors for the goods and services provided for the respective Projects. As such, it is critical that the Debtors reach acceptable agreements with the Customers on a project-by-project basis to fund ongoing construction and related costs, while satisfying the claims of vendors that have the ability to put mechanics liens on the Projects or otherwise are critical to ongoing Project construction. Sensitive to the concerns expressed by their Customers, the Debtors are negotiating arrangements to receive payments that will be used primarily for completion of their particular Project, as well as certain overhead and other costs. The chapter 11 process affords the Debtors the ability to reach these arrangements and seek the necessary Court approval to provide Customers with the relief they are requiring to continue to fund the Projects. These arrangements will significantly benefit the Debtors' estates, as well as the Customer, by satisfying significant prepetition claims, potentially avoiding construction delays, and resulting litigation. In addition, the Debtors' rights, and the Customers defenses, will be reserved to address any remaining receivables once the Project is on solid footing. Notably, the Projects are either complete, subject to clean-up and demobilization, or nearing completion in approximately one month, except for one Project for which substantive work has not yet begun. As such, the arrangements are short-term, but vital to get the Projects to completion. Without such arrangements, the Debtors will not have the liquidity to complete the Projects and anticipate that the Customers will make no further payments, attempt to find alternative resources to complete the Projects, and seek to set-off payments against the cost of completion and payment of claims to avoid the imposition of liens against the Projects. About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P, is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. Young Conaway Stargatt & Taylor, LLP, is the Debtors' counsel. Kurtzman Carson Consultants LLC is the claims agent. WILLIAM ABRAHAM: Trustee's Sale of Kress Building Denied as Moot ---------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas denied as moot the proposed sale by Ronald Ingalls, the Trustee of the estate of William David Abraham, Jr., of the real property located at 211 N. Mesa, El Paso, Texas, known as Kress Building, to Courtron, LLC or assigns for $1.6 million. The Motion was denied as moot as an Amended Motion was filed. About William Abraham William David Abraham filed for chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is represented by Omar Maynez, Esq. of Maynez Law. Franklin Acquisitions, one of Mr. Abraham's companies, also filed for Chapter 11 bankruptcy reorganization Feb. 6, 2018. Mr. Abraham is a well-known businessman in El Paso, Texas. He has a portfolio of at least 15 downtown buildings, including several prominent, historical ones. On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11 Trustee. WILLIAMSON INVESTMENTS: Court Official Unable to Appoint Committee ------------------------------------------------------------------ The U.S. bankruptcy administrator on Oct. 22 disclosed in a filing with the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Williamson Investments, LLC. About Williamson Investments LLC Williamson Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 18-51051) on October 8, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Catharine R. Aron presides over the case. The Debtor tapped Bolton Law Group, PA as its legal counsel. [*] T&W Fetes 12 Outstanding Young Restructuring Lawyers Nov. 26 ---------------------------------------------------------------- Once a year, Beard Group's publication, Turnarounds & Workouts, recognizes a select number of young corporate restructuring lawyers, who within the prior year, have compiled an impressive list of achievements. On Nov. 26th, another group of distinguished young attorneys will be honored at a dinner reception following the Distressed Investing 2018 Conference. The 5 p.m. reception and the 25th annual conference will be held at The Harmonie Club, 4 E. 60th St. in Midtown Manhattan. This year's awardees include: * Adam Brenneman, Cleary Gottlieb Steen & Hamilton * Jonathan Canfield, Stroock & Stroock & Lavan LLP * Ryan Preston Dahl, Weil, Gotshal & Manges LLP * Christopher Greco, Kirkland & Ellis LLP * Vincent Indelicato, Proskauer Rose LLP * Brian J. Lohan, Arnold & Porter Kaye Scholer LLP * Jennifer Marines, Morrison & Foerster LLP * Christine A. Okike, Skadden, Arps, Slate, Meagher & Flom LLP * Peter B. Siroka, Fried, Frank, Harris, Shriver & Jacobson LLP * Matthew B. Stein, Kasowitz Benson Torres LLP * Eli Vonnegut, Davis Polk & Wardwell LLP * Matthew L. Warren, Latham & Watkins LLP You can learn more about the honorees at https://www.distressedinvestingconference.com/turnarounds--workouts-2018-outstanding-young-restructuring-lawyers.html Earlier in the day, the Distressed Investing 2018 Conference will offer attendees the latest insights and information on distressed investing and bankruptcy from seasoned corporate restructuring professionals. And, after a quarter of a century, the conference's subject matter and presenters are as relevant today as they were when we began. The developing agenda can be viewed at https://www.distressedinvestingconference.com/agenda.html We are also pleased to partner this year with both long-time and new sponsors including: Corporate Sponsors: * Conway MacKenzie * DSI * Foley & Lardner LLP * Milbank * Morrison & Foerster LLP Knowledge Partner: * Pacer Monitor Media Sponsors: * Debtwire * Financial Times Visit https://www.distressedinvestingconference.com/ for registration details and information about this year's conference agenda as well as highlights from past conferences. 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. ********* 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. 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