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/raid1/www/Hosts/bankrupt/TCR_Public/181030.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 30, 2018, Vol. 22, No. 302 Headlines 109 WEST 141 STREET: Taps Rachel S. Blumenfeld as Legal Counsel 4J CUSTOM: Hires Fernando L. Hernandez, BBA as Accountant ADLER GROUP: Disclosure Statement Hearing on Dec. 20 ADVANCE SPECIALTY: PCO Files 2nd Interim Report AGROKOR DD: U.S. Court Enforces Croatian Settlement Agreement ALAMO GRADING: Hires Willis & Wilkins as Attorney ANAA AVIATION: Interim Cash Collateral Use Until Nov. 15 Okayed APEX CLEANING SUPPLY: Wants to Use Insurance Proceeds APEX CLEANING: May Use Insurance Proceeds to Purchase New Vehicle ASSISTCARE MEDICAL: Needs PCO, Says Judge AUTO MASTER EXPRESS: Creditor Wants Court to Prohibit Use of Cash BAFFINLAND IRON: Moody's Rates $75MM Sec. Credit Facility 'B2' BANK OF ANGUILLA: Unsecureds May Get Up to $25,363,888 in New Plan BJRP LLC: May Use Tower IV Cash Collateral, Incur Postpetition Debt BJRP LLC: Seeks to Use Cash and Line of Credit BRINK'S COMPANY: Moody's Revises Outlook on Ba1 CFR to Stable C & B LANDSCAPE: Case Summary & 17 Unsecured Creditors CALERES INC: Moody's Affirms Ba2 CFR, Outlook Stable CARIBBEAN COMMERCIAL: Unsecureds May Get Up to $56.7MM CCS MEDICAL: Approved to Pay for Telephone Service CIP INVESTMENT: Creditor Seeks to Prohibit Use of Collateral COMPREHENSIVE CANCER SERVICES: OK'd to Pay for Telephone Service COMPUTA-BASE MACHINING: Taps Obermayer Rebmann as Attorney CON-NIC APARTMENTS: Seeks Cash Access to Maintain Business CONCORDIA INTERNATIONAL: Adds Pharma Industry Expert to its Board COOL FROOTZ: Judge Signs Final Cash Collateral Order CROCKETT COGENERATION: S&P Cuts Rating on $295MM Sec. Notes to BB- DAVE TAYLOR: Plan Outline Okayed, Plan Hearing Set for Dec. 19 DAVID AINSWORTH: Bank's Bid for Automatic Stay Relief Partly OK'd DRW SERVICES: Exclusive Plan Filing Period Extended to Jan. 31 DURON SYSTEMS: Gets Offer from Duron Tech to Buy Assets E. MENDOZA CO.: Plan Outline Hearing Scheduled for Dec. 11 ELEMENTS BEHAVIORAL: PCO Files 2nd Report ELEMENTS BEHAVIORAL: Seeks Additional DIP Financing EVEREST HOLDINGS: S&P Withdraws 'CCC+' LT Issuer Credit Rating FOX PROPERTY HOLDINGS: Seeks Use of Cash Collateral FROM DUSK TIL DAWN: Taps Schneck Law Group as Special Counsel GASTAR EXPLORATION: Files for Chapter 11 With Prepack Plan GENON ENERGY: Wants to Modify Reorg Plan & Cash Incentive Plan HERB PHILIPSON'S: Seeks Authority on Interim Cash Collateral Use IGLESIA DE DIOS PENTECOSTAL: Seeks 120-Day Exclusivity Extension IHEARTMEDIA INC: Plan Outline Okayed, Plan Hearing on Dec. 11 IHEARTMEDIA INC: Seeks Feb. 7, 2019 Exclusivity Period Extension J & M SALES: Landlords Cite No Adequate Assurances on Leases J & M SALES: Landlords Oppose Lease Assignment to Pegasus K.M. VILLAS: Disclosure Statement Hearing Set for Dec. 4 KUM GANG: Taps McCallion & Associates as Legal Counsel LEVEL SOLAR: UST Asks Court to Approve Appointment of R. Friedman LEVERETTE TILE: Plan Outline Okayed, Plan Hearing on Nov. 29 LORRAINE HOTEL: Bankr. Court Dismisses Chapter 11 Bankruptcy Case MAGAR MAGAR: Sale of Syringa Mobile Home Park Denied w/o Prejudice MDVIP LLC: S&P Affirms 'B' Rating Amid $75MM Incremental Loan MEEKER NORTH: PCO Files 2nd Report MESAW LLC: May Continue Using Cash Collateral Until Nov. 30 MIRARCHI BROTHERS: Plan Outline Okayed, Plan Hearing on Dec. 12 MOHDSAMEER ALJANEDI: PCO Files 7th Interim Report NABROS INDUSTRIES: Moody's Alters Ratings Outlook to Stable NEIMAN MARCUS: Moody's Cuts CFR to Caa3 & Alters Outlook to Stable NEWARK SPECIAL: Stipulation on Interim Cash Collateral Use Approved NGL ENERGY: S&P Alters Outlook to Stable & Affirms 'B+' ICR NY COMMUNITY BANCORP: S&P Lowers ICR to BB+, Outlook Stable OFF THE GRID: Seeks Approval of Cash Collateral Stipulation POST EAST: Judge Signed Fifteenth Cash Collateral Order PRIME PROPERTY: Renovation and Sale of Two Properties Disclosed PUREWAL BLUEBERRY: Court Continues NOI Proceedings Under CCAA RAGGED MOUNTAIN: Seeks Access to Cash Collateral Until Jan. 31 ROSEGARDEN HEALTH: PCO Files 3rd Report ROYAL AUTOMOTIVE: Cash Collateral Use Through Dec. 30 Okayed SACRED TABLE: Unsecured Creditors to be Paid in Full Over 5 Years SERVICOM LLC: Hires Zeisler & Zeisler as Counsel SHIRLEY MCCLURE: Bid to Abandon Suit vs J. Tidus, et al., Tossed SILVERADO STAGES: Seeks Authority to Use WAB Cash Collateral SIW HOLDING: Committee Taps Fox Rothschild as Legal Counsel SORENSON MEDIA: Hires Honigman Miller as Special Counsel ST TITUS: Hires Rivera & Associates as Attorney STRATEGIC MATERIALS: S&P Alters Outlook to Negative & Affirms B ICR SUNOCO LP: Moody's Affirms Ba3 Corp. Family Rating, Outlook Stable SWIFT STAFFING: U.S. Trustee Allows Filing of Plan by Dec. 1 TAG MOBILE: Judge Orders Ch. 11 Trustee Appointment TECK RESOURCES: Fitch Affirms BB+ IDR, Outlook Positive TOPS HOLDING: Exclusive Filing Period Extended Until Jan. 22 TOWERSTREAM CORP: Extends Forbearance Period Until Nov. 15 TREATMENT CENTER: Assets Sale Moots Cash Collateral Use TREATMENT CENTER: Disclosure Statement Hearing Set for Nov. 14 TS ARMS: Creditor Does Not Consent to Use of Collateral VANS LAUNDROMATS: Seeks Permission to Use Cash Collateral WESTERN HOST: Triangle Cayman Prohibits Use of Insurance Proceeds WILSON MANIFOLDS: Taps Siegelaub Rosenberg as Accountant WK MANAGEMENT: Drops Bid to Sell Galveston Property to Landco [*] T&W Fetes 12 Outstanding Young Restructuring Lawyers Nov. 26 [^] Large Companies with Insolvent Balance Sheet ********* 109 WEST 141 STREET: Taps Rachel S. Blumenfeld as Legal Counsel --------------------------------------------------------------- 109 West 141 Street Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire The Law Office of Rachel S. Blumenfeld PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors; assist in obtaining post-petition financing; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Blumenfeld will charge these hourly rates: Rachel S. Blumenfeld, Esq. $450 Of Counsel $450 Paraprofessional $150 The firm received a retainer in the sum of $21,783, including the filing fee of $1,717. Rachel Blumenfeld, Esq., at Blumenfeld, disclosed in a court filing that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rachel S. Blumenfeld, Esq. The Law Office of Rachel S. Blumenfeld PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 Fax: (718) 858-9601 Email: rblmnf@aol.com About 109 West 141 Street Corp 109 West 141 Street Corporation owns a real property located at 103-109 West 141 Street, New York, New York 10030, valued by the company at $4.3 million. 109 West 141 Street Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12148) on July 16, 2018. In the petition signed by Carolyn Bovell, shareholder and secretary, the Debtor disclosed $4,701,000 in assets and $2,500,000 in liabilities. The Debtor tapped The Law Office of Rachel S. Blumenfeld PLLC as its legal counsel. 4J CUSTOM: Hires Fernando L. Hernandez, BBA as Accountant --------------------------------------------------------- 4J Custom Design Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico (Old San Juan) to hire Fernando L. Hernandez, BBA, as accountant. Professional services Mr. Hernadez will render are: a. supervise the accounting affairs of debtor-in-possession and its operations; b. prepare and/or review the Debtor's monthly operating reports, as well as any other accounting reports necessary for the proper administration of the estate; c. prepare and/or review state and/or federal income tax and property tax return, as required by law; and d. prepare the projection and all other analysis required for the proposal and confirmation of a Chapter 11 Plan. Fernando L. Hernandez, BBA, will bill $100 per hour for his services and $25 per hour for support staff. Fernando L. Hernandez, BBA, attests that he is a "disinterested person" as the term is defined in 11 U.S.C. 101(14). The accountant can be reached at: Fernando L. Hernandez, BBA Mans. Vistamar Marina 1318 Marbella Esta Carolina, PR 00983 Tel: 787-943-2399 E-mail: fhcontabilidad.pr@gmail.com About 4J Custom Design Inc 4J Custom Design Inc., an auto body shop in Carolina, Puerto Rico, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-05704) on Sept. 28, 2018, listing under $1 million in both assets and liabilities. Jaime Rodriguez Perez, Esq. at Hatillo Law Office, is the Debtor's counsel. ADLER GROUP: Disclosure Statement Hearing on Dec. 20 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on Dec. 20, at 9:00 a.m., to consider approval of the disclosure statement filed in support of the proposed Chapter 11 plan for Adler Group, Inc. Objections to the disclosure statement must be filed no less than 14 days prior to the hearing. About Adler Group Inc. Adler Group Inc. owns the Caguas Military property located at Carr 189 km 3.1 (interior) Rincon Ward, Gurabo Puerto Rico, which is valued at $3 million. It holds inventory and equipment worth $513,870. For 2015, the Company posted gross revenue of $1.61 million 2015 and gross revenue of $1.91 million for 2014. Adler Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-02727) on April 20, 2017. In the petition signed by Jose Torres Gonzalez, authorized representative, the Debtor disclosed $3.52 million in assets and $4.43 million in liabilities. The case is assigned to Judge Mildred Caban Flores. The Debtor hired MRO Attorneys at Law, LLC, as bankruptcy counsel. ADVANCE SPECIALTY: PCO Files 2nd Interim Report ----------------------------------------------- Tamar Terzian, as duly appointed Patient Care Ombudsman for Advanced Specialty Care, filed a second interim report for the period June 15, 2018 to August 14, 2018. The PCO continued to observe the Registered Nurses ("RNs") and some of the Licensed Vocational Nurse ("LVNs") at the patients homes. Each RN visits about 14 patients per month. The family provides a plan of care stated by the doctors depending on the situation. The PCO found that the patients are well monitored, and the nurses had knowledge of the patients needs. The home was clean and had ample medical supplies for the patients needs. The patients visited needed all day home care and assistance to and from school. While some patients need all day homecare meaning there is an LVN between 8:00 a.m. and 5:00 p.m. The PCO said there is nothing to recommend. The procedures and protocols of the registered nurses and LVNs are properly implemented. The PCO finds that all care provided to the patients by the Debtor is well within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A copy of the PCO's Second Report is available at https://tinyurl.com/y9d5uux4 from PacerMonitor.com at no charge. About Advance Specialty Care Based in Los Angeles, California, Advance Specialty Care, LLC, is a home-health care provider offering nursing, physical therapy, occupational therapy, speech pathology, medical social, and home health aide services. The company previously sought bankruptcy protection on March 19, 2016, (Bankr. C.D. Calif. Case No. 16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No. 17-23070). Advance Specialty Care, LLC, a/k/a ASC, LLC filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-24737) on Nov. 30, 2017. The petition was signed by Moises L. Simbulan, chief financial officer. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Robert N. Kwan. AGROKOR DD: U.S. Court Enforces Croatian Settlement Agreement ------------------------------------------------------------- Bankruptcy Judge Martin Glenn granted recognition and enforcement of Agrokor d.d. and eight debtor affiliates' settlement agreement within the territorial jurisdiction of the United States. Agrokor d.d. and eight debtor affiliates are a small part of a larger group of 77 companies headquartered in the Republic of Croatia that are the subject of an extraordinary administration proceeding in a Croatian court under a new Croatian law applicable to systemically important business entities or groups. The foreign representative appointed by the Croatian court asks this Court to recognize the Croatian proceeding as a foreign main proceeding, to recognize him as the foreign representative and to recognize and enforce the restructuring plan reached in the Croatian proceeding within the territorial jurisdiction of the United States. The proceeding in Croatia was filed under Croatia's "Act on the Extraordinary Administration Proceedings in Companies of Systemic Importance of the Republic of Croatia" (the "EA Law"). The statute's purpose is the “protection of sustainability of operations of the companies of systemic importance for the Republic of Croatia which with its operations individually or together with its controlled or affiliated companies affect the entire economic, social, and financial stability of the Republic of Croatia." The law was adopted on April 7, 2017, shortly before Agrokor and its debtor affiliates commenced the proceeding in the Croatian court. The new law will be available to all companies that are determined to be systemically important to the Republic of Croatia; it is not a specialized law only applicable to Agrokor. That said, Agrokor and its debtor affiliates’ financial distress and the resulting threat of systemic impact upon the Croatian economy was, no doubt, the impetus for the creation of the new law. The Agrokor Group was, and remains, the largest private company by revenue in Croatia. It was insolvent and qualified by amount of debt and number of employees for eligibility to file under the EA Law. Once a company qualifies for an extraordinary administration proceeding, the Croatian statute includes provisions for the negotiation, acceptance by creditors and approval by the Croatian court of a settlement agreement--essentially a plan of reorganization that adjusts the debt and ownership interests of distressed companies. In accordance with the law's provisions, the Settlement Agreement was successfully negotiated, approved by the requisite vote of creditors and then approved by the Commercial Court of Zagreb in Croatia. Final approval of the Settlement Agreement is pending in the High Commercial Court, where 92 appeals were lodged against the ruling confirming the Settlement Agreement. The Foreign Representative asks that, in addition to recognizing him as the "foreign representative" within the meaning of the Bankruptcy Code and recognizing the Croatian Proceeding as a foreign main proceeding within the meaning of the Bankruptcy Code, this Court should also recognize and enforce the Settlement Agreement within the territorial jurisdiction of the United States. In deciding whether to recognize and enforce the Settlement Agreement, the Court discusses the outcomes in recognition proceedings the Foreign Debtors filed in other jurisdictions. Those proceedings resulted in a patchwork of decisions, recognizing the Croatian Proceeding in cross-border cases in England and Switzerland and denying recognition in cross-border cases in Bosnia-Herzegovina, Montenegro, Serbia and Slovenia. The Court has already entered an order recognizing the Croatian Proceeding as a foreign main proceeding. Recognition of the Croatian Proceeding as a foreign main proceeding in this Court is determined by the relevant provisions of the Bankruptcy Code and not by the decisions of the other courts. Additionally, the Settlement Agreement releases and discharges written guarantees by non-debtor affiliates of both the English law and New York law debt. In appropriate circumstances in Chapter 15 cases, the Court has recognized and enforced such releases. The Court concludes here that those provisions in the Settlement Agreement should be recognized and enforced in these Chapter 15 cases with respect to the nine Foreign Debtors that filed these Chapter 15 cases. In sum, though the concept of comity is broad and may require overlapping considerations of the rights of several parties and nations, the Court believes it is appropriate to extend comity within the territorial jurisdiction of the United States to the Croatian Settlement Agreement if it becomes final, even with respect to the modification or discharge of English law governed debt. A copy of the Court's Memorandum Opinion dated Oct. 24, 2018 is available at: http://bankrupt.com/misc/nysb18-12104-31.pdf The Agrokor Group -- http://www.agrokor.hr/en-- is a privately owned company in Croatia engaged in retail, food, agriculture and other areas of businesses. Agrokor and its affiliates filed for Chapter 15 (Bankr. S.D.N.Y. Case Nos. 18-12104-12) on July 12, 2108. ALAMO GRADING: Hires Willis & Wilkins as Attorney ------------------------------------------------- Alamo Grading LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Texas (San Antonio) to hire James Samuel Wilkins and Willis & Wilkins, LLP as attorneys. Professional services Wilkins will render are: a. give the Debtor legal advice with respect to its power and duties as Debtor-in-possession in the continued operation of its personal management of its property; b. take necessary action to collect property of the estate suits to recover the same; c. represent the Debtor in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; d. prepare on behalf of your applicant necessary applications, answers, orders, reports and other legal papers; e. object to dispute claims; f. perform all other legal services for the Debtor which may be necessary. Willis & Wilkins will be paid $375 per hour for its services, to be applied against a retainer of $12,500 for prepetition and post-petition services, costs and filing fees. James Samuel Wilkins, attorney at Willis & Wilkins, attests that he and his firm are disinterested persons within the meaning of 11 U.S.C. 101(14). The attorney can be reached at: James Samuel Wilkins Willis & Wilkins, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax : 210-271-9389 E-mail: jwilkins@stic.net About Alamo Grading Alamo Grading LLC is a licensed and bonded freight shipping and trucking company running freight hauling business from San Antonio, Texas. Alamo Grading filed for protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-52471) on Oct. 19, 2018, estimating under $1 million in assets and liabilities. James Samuel Wilkins at Willis & Wilkins, LLP represent the Debtor as counsel. ANAA AVIATION: Interim Cash Collateral Use Until Nov. 15 Okayed --------------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized ANAA Aviation Holdings I, LLC to use cash collateral on an interim basis to Nov. 15, 2018. ANAA Aviation is authorized to use cash collateral to pay: (a) amounts expressly authorized by this Court, including payments to the US Trustee for quarterly fees; (b) the expenses set forth in the budget, plus an amount not to exceed 5% for each line item; and (c) such additional amounts as may be expressly approved in writing by Aircraft Logistics Group LLC. The approved Monthly Budget provides total expenses of approximately $5,678. Aircraft Logistics Group and each other creditor asserting an interest in cash collateral will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. In addition, the Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Aircraft Logistics Group. A full-text copy of the Order is available at http://bankrupt.com/misc/flmb18-05255-43.pdf About ANAA Aviation Holdings I ANAA Aviation Holdings I, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-05255) on Aug. 28, 2018. In the petition signed by authorized officer, Joseph Dillon, the Debtor estimated less than $1 million in both assets and liabilities. Fisher Rushmer, P.A., led by David R. McFarlin, serves as counsel to the Debtor. Freestream Aircraft USA Ltd. is the Debtor's broker in connection with the sale of its 1992 British Aerospace BAE 125 Series 800A aircraft. APEX CLEANING SUPPLY: Wants to Use Insurance Proceeds ----------------------------------------------------- Recently, one of the assets of APEX Cleaning Supply, Inc., a 2007 Ford E350 maxivan was destroyed in an auto accident. It is insured in the amount of $9,058.02. Another asset of the company is a 2006 Chrysler Town & Country minivan that was destroyed in a flood. APEX is entitled to insurance proceeds in the amount of $2,500. But these insurance proceeds are regarded as cash collateral secured for United Bank. APEX cannot use said proceeds to purchase a new minivan, which it needs to fulfill its commitment to customers, without the consent of United Bank and/or authorization of the U.S. Bankruptcy Court for the Western District of Pennsylvania. So it filed an emergency motion requesting authority to use cash collateral and to incur credit from United Bank secured by a new vehicle to be purchased. A full-text copy of the Motion is available at: http://bankrupt.com/misc/pawb17-25033_146_Apex_M_Cash.pdf About Apex Cleaning Supply Apex Cleaning Supply, Inc., is a full line janitorial supply and service company located in Uniontown, Pennsylvania. The company's service division has been in business for over 25 years. The company specializes in daily maintenance, post construction clean-up, stripping and refinishing all types of flooring, carpet cleaning, kitchen degreasing, window cleaning and more. Apex Cleaning Supply filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-25033) on Dec. 15, 2017. The petition was signed by Mark Suchevits, president/owner. Donald R. Calaiaro, Esq., at Calaiaro Valencik. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in estimated liabilities. APEX CLEANING: May Use Insurance Proceeds to Purchase New Vehicle ----------------------------------------------------------------- The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court of the Western District of Pennsylvania has entered a Consent Order granting Apex Cleaning Supply, Inc.'s motion to use cash collateral of United Bank, Inc. Specifically, the Debtor is authorized to use the insurance proceeds resulting from the damage to its 2007 Ford E50 Van and 2006 Chrysler Town & County, which constitute cash collateral of United Bank pursuant to the Final Order Authorizing the Use of Cash Collateral, for the purchase of new vehicle to be used by the Debtor for its business operations. United Bank will have a first lien on any vehicle purchased by the Debtor with the Insurance Proceeds, and the Debtor will immediately, upon purchase, cause such lien to be noted on the paper title of any such vehicle or will immediately provide such paper title to United Bank so that United Bank can perfect its lien. A copy of the Order is available at: http://bankrupt.com/misc/pawb17-25033-152.pdf About Apex Cleaning Supply Apex Cleaning Supply, Inc., is a full line janitorial supply and service company located in Uniontown, Pennsylvania. The company's service division has been in business for over 25 years. The company specializes in daily maintenance, post construction clean-up, stripping and refinishing all types of flooring, carpet cleaning, kitchen degreasing, window cleaning and more. Apex Cleaning Supply filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-25033) on Dec. 15, 2017. In the petition signed by Mark Suchevits, president/owner, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Calaiaro Valencik, led by name partner Donald R. Calaiaro, serves as counsel to the Debtor. ASSISTCARE MEDICAL: Needs PCO, Says Judge ----------------------------------------- U.S. Bankruptcy Court Judge Sage M. Sigler ordered the United States Trustee to appoint one or more patient care ombudsmen to monitor the quality of patient care and represent the interests of patients of Assistcare Medical Group LLC. As previously reported by The Troubled Company Reporter, the Debtor asked the Bankruptcy Court to waive the appointment of a patient care ombudsman in its case. The Debtor qualifies as a "health care business" as the term is defined by Section 101(27A) of the Bankruptcy Code. However, the Debtor asserts that appointment of an ombudsman is unnecessary in its case pointing out that: (1) The bankruptcy was caused by the repossession of medical equipment that was required by the Doctors that using the facility. (2) The Debtor is not a licensed professional. It markets for the doctors at the facility. The Doctors pay a fee for renting the equipment. The doctors all have malpractice insurance. (3) The patients come in for noninvasive procedures and are able to take their records with them. (4) None of the patients are long term patients. The ones for the chiropractos can come as they please. (5) The patients for out patient body sculpting come as needed by their desires. (6) The debtor is paid by insurance through the patients insurance company thus there should never be conflict. The work is approved before any patient is seen. (7) Each doctor is licensed and certified but they are independent of the debtor. (8) An ombudsman would force the company to bare a debt it cannot pay at this point. If would force the company out of business. "Good reason has been shown why an ombudsman is not needed. A high likelihood of success exists in the case because the Debtor's practice shall prove sufficient for the approval of this case," the Debtor further asserts. Daniel M. McDermott, United States Trustee for Region 21, objected to the Debtor's motion seeking a finding that the appointment of an ombudsman is not necessary is not one of the types of motions covered by BLR 9014-2. Even if it were appropriate for the Debtor to provide notice of a deadline to respond or object to the Motion, the purported notice contained within the Motion fails to comply with BLR 9014-2, the U.S. Trustee said. The Debtor failed to properly serve the Motion because at least two of the addresses included in the certificate of service are incomplete, the U.S. Trustee complained. Specifically, the addresses for Greenway Health and Intellispring Tech do not include cities, states, or zip codes. Both of these entities are included in the Debtor's list of creditors who have the twenty largest unsecured claims in the case, the U.S. Trustee added. The Debtor subsequently filed a renewed motion to address the U.S. Trustee's concerns. About Assistcare Medical Group Assistcare Medical Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-63738) on August 15, 2018. In the petition the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor hired Leonard R. Medley, III, Esq., at Medley & Associates, LLC, as counsel. AUTO MASTER EXPRESS: Creditor Wants Court to Prohibit Use of Cash ----------------------------------------------------------------- After seeking bankruptcy protection in March 2018, Auto Master Express, Inc., on April 10, 2018, filed with the U.S. Bankruptcy Court for the District of Puerto Rico a motion to use cash collateral, which was opposed by Banco Popular as the $1,000 adequate protection payment provided was too low. Eventually on June 15, 2018, Banco Popular and Auto Master reached an agreement allowing the use of cash collateral derived from rent revenue for the months of June and July, with adequate protection payment of $2,500 monthly. This agreement expired on July 31, and the parties have not reached an agreement for further use of the cash collateral. The Debtor has not filed additional budgets nor requested the continued use of the collateral. Moreover, Banco Popular has not consented to its continued use. Thus, Banco Popular recently filed a motion prohibiting Auto Master Express from using the revenue, regarded as cash collateral over which Banco Popular has a secured interest on. A full-text copy of the Motion is available at: http://bankrupt.com/misc/prb18-01464_65_M_Cash.pdf About Auto Master Express Auto Master Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-01464) on March 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor engaged Lcdo. Carlos Alberto Ruiz, CSP, as its legal counsel. BAFFINLAND IRON: Moody's Rates $75MM Sec. Credit Facility 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Baffinland Iron Mines Corporation's US$75 million senior secured revolving credit facility. Baffinland's Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and Caa1 rating assigned to its senior secured notes maturing in 2026 are not impacted by this transaction. The ratings outlook is stable. Assignments: Issuer: Baffinland Iron Mines Corporation Senior Secured Revolving Credit Facility, Assigned B2 (LGD2) RATINGS RATIONALE Baffinland's Caa1 corporate family rating is constrained by a concentration of cash flows from one metal (iron ore), which is volatile, at a small single mine in a remote location above the Arctic circle (northern Baffin Island) with shipping constraints, a limited operating track record, execution risk on the planned mine expansion, and negative free cash flows expected over the rating horizon. Providing credit support is the high grade ore body of the mine, low complexity of the mine operations and the mine's location in Canada's Nunavut Territory, a politically stable mining region. Leverage is expected to be about 5x at year end 2018. The rating on the senior revolving credit facility is 2 notches above the senior secured notes despite having the same security, because in a default scenario, funds are required to be applied first to repay the facility. The B2 rating on the senior secured revolving credit facility reflects a one notch downward override from the Loss Given Default model implied outcome of B1. The override reflects that there is a priority claim on the company's ore inventory to the counter party of its third-party purchase and sale agreement. Baffinland has adequate liquidity. Moody's expects that the company will be over $200 million cash flow negative in the next four quarters as it continues to spend on its phased expansion of its Mary River mine to bring production at to 12Mtpa. However Baffinland has the flexibility to defer spending and could only proceed with its expansion plans should it secure additional committed equity and/or debt in excess of its available liquidity. The stable outlook reflects its expectation that leverage (adjusted debt to EBITDA) will move towards 5x and that Baffinland's owners' will provide equity contributions for the company's planned expansion. It also incorporates Moody's belief the company will not commit to expansion capital expenditures before funding is committed and it will adjust or slow capital spending should market conditions deteriorate. Upward rating pressure is limited at this time due to the significant capital expenditures required over the next several years and the single site concentration risk. That said, ratings could be upgraded once the company successfully expands its productive capacity and is able to demonstrate an improved operating cost profile, reduced leverage and adequate liquidity. The ratings could be downgraded if Baffinland experiences any significant operational difficulties, adverse iron ore market conditions, or its existing operations were unable to fund its operating and interest expenses. The principal methodology used in these ratings was Mining published in September 2018. Baffinland owns the Mary River iron ore mine at the northern end of Baffin Island in the Nunavut Territory, Canada. It is 69% owned by Nunavut Iron Ore (which in turn is owned by The Energy & Minerals Group) and 31% owned by ArcelorMittal. Production commenced in late 2015 and it produced 4.6 million tonnes in 2017. BANK OF ANGUILLA: Unsecureds May Get Up to $25,363,888 in New Plan ------------------------------------------------------------------ Unsecured creditors of National Bank of Anguilla may recover up to $25,363,888, according to the disclosure statement filed by the bank in support of its latest Chapter 11 plan. An earlier version of the plan estimated the amount of recovery for Class 1 unsecured creditors to be between $0 and $25,385,860. Anguilla's estimate of recoveries for Class 1 unsecured creditors and Class 2 interest holders are based on, among other things, its estimate of the administrative claims and the total amount of allowed claims although there is no assurance it will be accurate, according to the latest disclosure statement. As of Sept. 30, Anguilla owes as much as $451,977 to its retained professionals for services provided since the filing of its Chapter 11 case. A portion of the amount represents the 20% holdback of professional fees. The bank expects to incur an additional $50,000 in fees and costs for the period Oct. 19 to the effective date of the plan, according to the disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb16-11806-341.pdf About National Bank of Anguilla The National Bank of Anguilla was formed in 1984 and started operating in 1985, when it acquired the Anguilla branch of the Bank of America National Trust & Savings Association, according to its website. The private-banking unit provides financial services to offshore clients around the world and is wholly owned by its parent, Bloomberg News notes. The parent ceased banking operations on April 22, 2016. It started liquidating in an Anguillan court the following month. On May 26, it petitioned for bankruptcy court protection from U.S. creditors. Banking operations were transferred to the National Commercial Bank of Anguilla, which is wholly owned by the government. The private bank's case is In re National Bank of Anguilla (Private Banking & Trust Ltd.) Case No. 16-11806 (Bankr. S.D.N.Y.). The parent's case is Case No. 16-11529 in the same bankruptcy court. National Bank of Anguilla is represented by Reed Smith LLP. BJRP LLC: May Use Tower IV Cash Collateral, Incur Postpetition Debt ------------------------------------------------------------------- The Hon. Arthur I. Harris of the U.S. Bankruptcy Court for the Northern District of Ohio has entered an interim order authorizing BJRP, LLC to use certain cash collateral on an emergency basis and to incur postpetition debt from its Lender, Tower IV LLC. The Final Hearing is scheduled for Oct. 30, 2018 at 11:00 a.m. and may be continued from time to time without further notice. The Debtor admits that the Prepetition Documents evidence and govern the Prepetition Debt, the Prepetition Liens and the Prepetition Financing relationship between the Debtor and Tower IV LLC. The Debtor further admits that as of the Petition Date, it is liable for payment of the Prepetition Debt with an outstanding principal amount of no less than $963,263. Under the Interim Order: (1) the Prepetition Liens will constitute Priority Liens; (2) the Prepetition Debt constitutes the legal, valid and binding obligations of Debtor, enforceable in accordance with the terms of the Prepetition Documents; (3) no offsets, defenses or counterclaims to the Prepetition Debt exist, and no portion of the Prepetition Debt is subject to avoidance, recharacterization or subordination pursuant to the Code or applicable non-bankruptcy law; and (4) Lender's claims with respect to the Prepetition Debt will constitute an allowed secured claim in the principal amount not less than $963m263, exclusive of accrued and accruing Allowable 506(b) Amounts. The Debtor is authorized and has agreed to incur Postpetition Debt solely: (1) to the extent required to pay those expenses enumerated in the Budget as and when such expenses become due and payable; and (2) in accordance with following terms and conditions: (a) The maximum principal amount of new advances after the Petition Date under the Prepetition Credit Agreement will not at any time exceed $80,000. (b) Interest on Postpetition Debt will accrue at 6%. (c) The Debtor covenants to comply with the Budget, subject to 10% variance. (d) The Postpetition Debt will mature, and the Postpetition Debt and the Interest on Postpetition Debt will be due and payable in full by Debtor on the Termination Date. (e) Effective upon entry of the Final Order, the Debtor covenants that on or before November 15, 2018 it will seek approval from the Court of either (i) a Plan of Reorganization, or (ii) a Sale of substantially all of its assets under Section 363. The Prepetition Debt is granted superpriority administrative expense status under Code Section 364(c)(1), with priority over all costs and expenses of administration of the Case that are incurred under any provision of the Code. In addition, Lender is granted the Postpetition Liens to secure the Postpetition Debt. Said Postpetition Liens: (1) are in addition to the Prepetition Liens; (2) are priority liens without any further action by the Debtor or Lender and without the execution, filing or recordation of any financing statements, security agreements, mortgages or other documents or instruments; (3) will not be subject to any security interest or lien which is avoided and preserved under Section 551 of the Coder; (4) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the Case; (5) will not be subject to Section 510(c) of the Code; and (6) upon approval of the Final Order, will not be subject to any landlord's lien, bailee's rights, right of distraint or levy, security interest or other interest that any landlord, bailee, warehousemen or landlord's mortgagee may have in the collateral located on such leased premises. Tower IV LLC is granted replacement liens as security for any diminution in the value of the Prepetition Collateral. The Replacement Liens are and will be in addition to the prepetition liens, and will be properly perfected, valid and enforceable liens without further action by the Debtor or Lender. Said Replacement Liens will be subject only to the Prepetition Debtor and will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the Case. A full-text copy of the Order is available at http://bankrupt.com/misc/ohnb18-15839-19.pdf About BJRP, LLC BJRP LLC, based in Beachwood, OH, filed a Chapter 11 petition (Bankr. Ohio Case No. 18-15839) on Sept. 28, 2018. The Hon. Arthur I. Harris presides over the case. Richard A. Baumgart, Esq., at Dettelbach Sicherman & Baumgart LLC, serves as bankruptcy counsel. In the petition signed by CEO Brad Friedlander, the Debtor disclosed $442,000 in assets and $3,502,443 in liabilities. The Debtor employed Dettelbach Sicherman & Baumgart LLC, as attorney to the Debtor. BJRP LLC: Seeks to Use Cash and Line of Credit ---------------------------------------------- In the U.S. Bankruptcy Court of the Northern District of Ohio, BJRP, LLC, filed a motion for authority to use cash collateral and to obtain an advance on its line of credit, among others. BJRP operates two restaurants. It has no other source of operating funds, apart from its sales, proceeds and accounts receivables. Upon the filing of bankruptcy, this funds are now cash collateral secured for its creditors: Tower IV LLC ($960,000), American Express Bank ($269,000) and Advance American Business Solutions (regarded as unsecured creditor). BJRP believes that it will be cash positive within 90 days, but is in need of the use of its cash and a short term loan which Tower IV is willing to advance. Subject to an entry of order and grant of adequate protection, Tower IV is willing extend a loan to BJRP to up to $150,000, on an as needed basis and in accordance with its existing loan documents. Absent granting of immediate authority to use cash collateral and up to $150,000 of additional loans, BJRP claims it will be unable to operate the business and will suffer immediate and irreparable harm, making it impossible to reorganize. A full-text copy of the Motion is available at: http://bankrupt.com/misc/ohnb18-15839_BJRP_M_Cash.pdf About BJRP, LLC BJRP LLC, a Beachwood, Ohio-based operator of two restaurants, filed a Chapter 11 petition (Bankr. Ohio Case No. 18-15839) on Sept. 28, 2018. In the petition signed by CEO Brad Friedlander, the Debtor disclosed $442,000 in assets and $3,502,443 in liabilities. The Hon. Arthur I. Harris presides over the case. Richard A. Baumgart, Esq., at Dettelbach Sicherman & Baumgart LLC, serves as bankruptcy counsel. BRINK'S COMPANY: Moody's Revises Outlook on Ba1 CFR to Stable ------------------------------------------------------------- Moody's Investors Service affirmed The Brink's Company's Ba1 Corporate Family rating, Ba1-PD Probability of Default rating, Ba2 senior unsecured and SGL-2 Speculative Grade Liquidity ratings. The ratings outlook was revised to stable from negative. RATINGS RATIONALE "Although Brink's will likely incur additional debt to fund acquisitions, Moody's expects sustained growth in profit rates and free cash flow, driven by new products and multi-faceted cost reduction initiatives, especially in its relatively-low profit but large North American operations, leading to the revision of the outlook to stable from negative" said Edmond DeForest, Moody's Senior Credit Officer. The Ba1 CFR reflects Brink's market leadership across a number of security related services, its geographic diversification and Moody's expectations for mid-single-digit percent organic revenue growth (before currency translation impacts) and debt to EBITDA of around 3 times. Brink's operating performance has showed substantial improvements since 2016, although the company has also incurred debt to fund acquisitions and generates modest free cash flow compared to other Ba1-rated services companies. EBITA margins are expected to expand to 11% to 13% in 2019, up from about 10% in 2018 and substantially from less than 6% in 2015, driven by higher-profit new products, ongoing expense management initiatives and lower operating costs enabled by efficiency-oriented investments, including single-driver vehicles. However, expenses associated with anticipated debt-financed acquisitions, including transaction fees and integration costs, and elevated capital expenditures in growth and efficiency investments will continue to pressure and limit free cash flow. International operations account for the majority of revenues and preponderance of profits, notably in volatile markets including Mexico, Argentina and Brazil, but the company's debt is denominated in US dollars. Revenue growth could be limited by volume and pricing pressure and currency translation impacts. Additional factors pressuring volumes and profitability include the growth of non-cash payment methods, volatile retail expenditures and diamond and jewelry shipments, structural cost issues (pensions) and pricing pressure given a challenging banking industry environment. All financial metrics cited reflect Moody's standard analytical adjustments. The SGL-2 liquidity rating reflects Moody's assessment of Brink's overall liquidity as good. Although Moody's expects for only modest free cash flow in the next year, the company has over $200 million of cash in excess of the amounts needed to close already-announced acquisitions and about $25 million of annual required term debt amortization. Moody's anticipates around $600 million available under the $1 billion senior secured revolving credit facility (unrated). The company must comply with financial covenants applicable to its secured indebtedness, including maximum net leverage and minimum interest coverage tests (as defined in the secured facility agreement); Moody's expects Brink's will comfortably comply with the tests over the next year. The Ba2 senior unsecured rating reflects the Ba1-PD PDR and a loss given default assessment of LGD5, reflecting effective subordination to all the secured debt, including the $1 billion revolver and $475 million of term loans (unrated) outstanding as of September 30, 2018. The senior notes are guaranteed by substantially all of the domestic subsidiaries of the company. The stable ratings outlook reflects Moody's anticipation for profit rate expansion, free cash flow growth and debt to EBITDA around 3 times. The stable outlook also incorporates expectations for further debt-financed acquisitions. Higher ratings are possible if an extended improvement in financial performance through consistent revenue and earnings growth and material free cash flow generation becomes adequate to fund Brink's acquisition and growth investments while it maintains additional financial flexibility from a lower proportion of secured debt to total debt. Moody's could upgrade the ratings if it anticipates Brink's will sustain: 1) debt to EBITDA below 2.5 times; 2) EBITA to interest expense above 4 times; 3) free cash flow to debt exceeding 10%; and 4) balanced financial policies. A downgrade of the ratings is possible if Moody's anticipates: 1) debt to EBITDA sustained above 3.5 times; 2) declines in EBITA margins; 3) weak or no free cash flow growth; or 4) more aggressive financial policies, including the use of debt proceeds to increase shareholder returns. Issuer: Brink's Company (The) Corporate Family Rating, Affirmed at Ba1 Probability of Default Rating, Affirmed at Ba1-PD Senior Unsecured Notes, Affirmed at Ba2 (LGD5) Speculative Grade Liquidity Rating, Affirmed at SGL-2 Outlook, Changed To Stable From Negative The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Brink's, headquartered in Richmond, Virginia, provides security-related services globally, including cash-in-transit, secure transportation of valuables, ATM servicing, payment services, guarding and related logistics. Moody's anticipates over $3.75 billion of revenue in 2019. C & B LANDSCAPE: Case Summary & 17 Unsecured Creditors ------------------------------------------------------ Debtor: C & B Landscape Management fdba C&B Custom Lawns 919 Green Brook Drive Allen, TX 75002 Business Description: C & B Landscape Management is a privately held landscaping company located in Allen, Texas, that provides landscape maintenance, tree removal, and decorative landscaping. Chapter 11 Petition Date: October 26, 2018 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Case No.: 18-42402 Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joann Blevins, authorized agent. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at: http://bankrupt.com/misc/txeb18-42402.pdf CALERES INC: Moody's Affirms Ba2 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service lowered Caleres, Inc.'s Speculative-Grade Liquidity rating to SGL-3 from SGL-1. Concurrently, Moody's affirmed the company's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba3 senior unsecured notes. The outlook remains stable. The change in the Speculative-Grade Liquidity Rating to SGL-3 from SGL-1 reflects the reduced revolver availability in connection with the October 18 acquisition of Vionic, a designer of contemporary comfort footwear and accessories. The $360 million transaction was financed with borrowings on the company's $600 million asset-backed revolving credit facility. The liquidity profile also reflects the company's approaching ABL revolver maturity in December 2019. The affirmation of the CFR, PDR and notes ratings reflects Moody's expectations that by year-end 2019, credit metrics will be in line with the Ba2 rating, driven by ABL repayment, earnings contribution from the acquisition and low-single-digit organic revenue growth. The acquisition is credit positive in the long term since it is a good strategic fit, further diversifies the portfolio and provides Caleres with additional growth opportunities. However, Moody's views the transaction financing as evidence of a relatively aggressive financial policy since the deal was entirely funded with short-term debt expiring December 2019. Moody's took the following rating actions for Caleres, Inc.: Corporate Family Rating, affirmed Ba2 Probability of Default Rating, affirmed Ba2-PD $200 million Senior Unsecured Notes due 2023, affirmed Ba3 (LGD5) Speculative-Grade-Liquidity Rating, downgraded to SGL-3 from SGL-1 Stable outlook RATINGS RATIONALE Caleres' Ba2 CFR reflects the company's recognized brands, solid execution and steady earnings performance over the past several years of challenging apparel and footwear conditions, and customer and geographic diversification. Pro forma for the Vionic acquisition, Moody's estimates that debt/EBITDA will increase to the high-3 times from 3 times (Moody's-adjusted, as of Q2 2018) and EBITA/interest expense will decline to high-2 times from 3.3 times. However, Moody's expects that by year-end 2019, debt/EBITDA will improve to 3 times and EBITA/interest expense will increase to 3.2 times as the company pays down its revolver borrowings. The rating is constrained by Caleres' low margins relative to specialty retail peers, narrow product focus, and sensitivity to shifts in fashion and to the consumer discretionary spending characteristic of an apparel retailer. The stable ratings outlook reflects Moody's projections for deleveraging through revolver repayment and earnings growth over the next 12-18 months. The outlook also incorporates the expectation that the ABL maturity will be addressed in a timely manner. The ratings could be upgraded if the company continues steady revenue and earnings growth and meaningfully expands its EBITA margins. An upgrade would also require improved liquidity and a more conservative financial policy, including financing of any future acquisitions with long-term capital. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained at or below 2.5 times and EBITA/interest expense at or above 4.0 times. The ratings could be downgraded if positive trends in revenues and EBITDA reverse, financial policy becomes more aggressive or liquidity deteriorates on a sustained basis. Quantitatively, the ratings could be lowered if debt/EBITDA is sustained above 3.25 times or EBITA/interest expense declines below 3.0 times. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in St. Louis, Missouri, Caleres, Inc. is a retailer and a wholesaler of footwear. Its Famous Footwear chain, which generates approximately 55% of total revenues (on a pro-forma basis), sells moderately priced branded footwear targeting families through about 1,000 stores in the U.S. and Canada. Through its Brand Portfolio segment, Caleres designs and markets owned and licensed footwear brands including Sam Edelman, Vionic, Allen Edmonds, Via Spiga, Franco Sarto, Vince, Fergie, Naturalizer, Dr. Scholl's, LifeStride, DVF, Ryka, and Carlos. The Brand Portfolio segment also includes about 233 specialty retail stores mostly under the Naturalizer and Allen Edmonds brands in the U.S. and Canada. Pro forma for the acquisition of Vionic, revenues for the 12 months ended August 4, 2018 were approximately $3.0 billion. CARIBBEAN COMMERCIAL: Unsecureds May Get Up to $56.7MM ------------------------------------------------------ Unsecured creditors of Caribbean Commercial Investment Bank Ltd. may recover up to $56,754,676, according to the disclosure statement filed by the bank in support of its latest Chapter 11 plan. An earlier version of the plan estimated the amount of recovery for Class 1 unsecured creditors to be between $0 and $56,769,133. CCIB's estimate of recoveries for Class 1 unsecured creditors and Class 2 interest holders are based on, among other things, its estimate of the administrative claims and the total amount of allowed claims although there is no assurance it will be accurate, according to the latest disclosure statement. As of Sept. 30, CCIB owes as much as $131,977 to its retained professionals for services provided since the inception of its Chapter 11 case. A portion of the amount represents the 20% holdback of professional fees. The bank expects that from Oct. 19 to the effective date of the plan, it will incur an additional $50,000 in fees and costs, according to the disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb16-13311-258.pdf About Caribbean Commercial Investment Bank Caribbean Commercial Investment Bank Ltd is a commercial bank incorporated and licensed in Anguilla, with its headquarters located at 2 St. Mary's Street, The Valley, Anguilla. The Bank is wholly-owned by the Caribbean Commercial Bank (Anguilla) Ltd. ("CCB"), which was incorporated pursuant to the laws of Anguilla as a privately-owned company. On Aug. 12, 2013, the Eastern Caribbean Central Bank, which was the regulator of CCB, placed the affairs of CCB into conservatorship pursuant to the Eastern Caribbean Central Bank Agreement Act. Caribbean Commercial Investment Bank Ltd. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13311) on Nov. 22, 2016, listed under $50 million in both assets and liabilities. The petition was signed by William Tacon, foreign representative. The Hon. Stuart M. Bernstein presides over the case. James C. McCarroll, Esq., Jordan W. Siev, Esq., and Kurt F. Gwynne, Esq., at Reed Smith LLP, serve as counsel. Caribbean Commercial Bank (Anguilla) Ltd. is the sole shareholder of the Debtor. CCB was incorporated pursuant to the laws of Anguilla as a privately-owned company. On April 22, 2016, Eastern Caribbean Central Bank appointed a receiver for the CCB pursuant to Section 137 of Anguilla's Banking Act, No. 6 of 2015. CCS MEDICAL: Approved to Pay for Telephone Service -------------------------------------------------- Comprehensive Cancer Services Oncology, P.C. and CCS Medical, PLLC, debtors in a Chapter 11 case pending in the U.S. Bankruptcy Court of the Western District of New York, are authorized to use cash collateral to pay the Hover Networks, for telephone service, for the following amount: $290.17. The Debtors will provide secured creditors with replacement liens and record keeping. A full-text copy of the Order is available at: http://bankrupt.com/misc/nywb18-10598_460_Comprehensive_25th_O_Cash.pdf About CCS Oncology CCS Oncology is a professional corporation operating a practice of medical and radiological oncology treatment, with offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS Medical PLLC is a provider of primary care and specialty medicine services currently operating at Orchard Park, Delaware Avenue, and Youngs. CCS Oncology is the sole member of CCS Medical. CCS Equipment is the owner of certain medical equipment used in the medical practices and CCS Oncology is its sole member. CCS Billing was intended to be developed into a separate billing entity for the medical practices, but was never funded or operational. CCS Billing has no assets and has had no activity other than showing a couple of minimal historical accounting entries. WSEJ is the owner of certain real property used by the medical practices. The Debtors are headquartered in Orchard Park, New York. Comprehensive Cancer Services Oncology, P.C., doing business as CCS Oncology, doing business as CCS Healthcare, along with its affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in assets and $10 million to $50 million in liabilities. Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel. Mark Schlant has been named the Chapter 11 trustee. CIP INVESTMENT: Creditor Seeks to Prohibit Use of Collateral ------------------------------------------------------------ Farm Bureau Life Insurance Company, a secured creditor in a bankruptcy proceeding of CIP Investment Properties, LLC, filed a motion to prohibit CIP to use cash collateral and confirm its right for recoupment or set-off. CIP's primary asset is an office building located at East Thorn Drive, Wichita, Kansas. In connection with the promissory note and mortgage entered into by CIP and Farm Bureau, CIP executed, in 2002, an Absolute Assignment of Leases, Rents and Income of the office building, among others, in favor of Farm Bureau. CIP filed its first Chapter 11 case on July 2012. Pursuant to confirmation order issued by the Bankruptcy Court, rents from the Thorn building was deposited into a lockbox account controlled by Farm Bureau since 2013. Once disbursements are made to pay for monthly principal, interest, escrow, taxes and insurance, Farm Bureau transfers the balance to CIP for operations of said building. As of Oct. 1, 2018, the outstanding loan obligation amounted to $14,110,061, with interest accruing at the rate of $1,746 per day. This is the final payment due by CIP to Farm Bureau, on account of maturity of the loan. For a second time, CIP filed a Chapter 11 case on Sept. 28, 2018 in the U.S. Bankruptcy Court for the District of Kansas. Farm Bureau has filed a motion to prohibit the use of cash collateral. It alleges that it has an absolute assignment of all the leases, rents, income of the office building and other real properties. Thus, it claims that the rents are not property of the bankruptcy estate and do not constitute cash collateral. Moreover, Farm Bureau points out that CIP has not obtained its consent to use such cash, nor is there any order from the court authorizing the use of cash collateral. No adequate protection was granted to protect Farm Bureaus interest over said cash. It claims that if CIP continues to use rents without Farm Bureau's consent or authorization of the court, it will suffer irreparable harm unless the court enters an order prohibiting the use of said cash collateral. For the unauthorized use since the filing of the 2nd petition, Farm Bureau claims it is entitled to allowance of administrative claim equal to the amount of cash used without consent and/or authority. As a result of the Lockbox Agreement, Farm Bureau has in its possession $275,076, collected prior to the filing of 2nd bankruptcy petition. Farm Bureau asks the court relief from automatic stay to recoup or offset said amount against any amounts owed to it. A full-text copy of the Motion is available at: http://bankrupt.com/misc/ksb18-22039_CIP_Inv_M_Cash.pdf About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. The Company previously filed for bankruptcy protection on July 17, 2012 (Bankr. D. Kan. Case No. 12-21952). CIP Investment Properties again filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debts of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, serves as the Debtor's counsel. COMPREHENSIVE CANCER SERVICES: OK'd to Pay for Telephone Service ---------------------------------------------------------------- Comprehensive Cancer Services Oncology, P.C. and CCS Medical, PLLC, debtors in a Chapter 11 case pending in the U.S. Bankruptcy Court of the Western District of New York, are authorized to use cash collateral to pay the Hover Networks, for telephone service, for the following amount: $290.17. The Debtors will provide secured creditors with replacement liens and record keeping. A full-text copy of the Order is available at: http://bankrupt.com/misc/nywb18-10598_460_Comprehensive_25th_O_Cash.pdf About CCS Oncology CCS Oncology is a professional corporation operating a practice of medical and radiological oncology treatment, with offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS Medical PLLC is a provider of primary care and specialty medicine services currently operating at Orchard Park, Delaware Avenue, and Youngs. CCS Oncology is the sole member of CCS Medical. CCS Equipment is the owner of certain medical equipment used in the medical practices and CCS Oncology is its sole member. CCS Billing was intended to be developed into a separate billing entity for the medical practices, but was never funded or operational. CCS Billing has no assets and has had no activity other than showing a couple of minimal historical accounting entries. WSEJ is the owner of certain real property used by the medical practices. The Debtors are headquartered in Orchard Park, New York. Comprehensive Cancer Services Oncology, P.C., doing business as CCS Oncology, doing business as CCS Healthcare, along with its affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in assets and $10 million to $50 million in liabilities. Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel. Mark Schlant has been named the Chapter 11 trustee. Joseph J. Tomaino of Grassi Healthcare Advisors LLC has been appointed patient care ombudsman. COMPUTA-BASE MACHINING: Taps Obermayer Rebmann as Attorney ---------------------------------------------------------- Computa-Base Machining, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey (Camden) to hire Obermayer Rebmann Maxwell & Hippel as attorney. Professional services to be rendered by the attorney are: a. give advice to the Debtor with respect to its powers and duties; b. assist the Debtor in the preparation of any legal papers; c. perform all other legal services for the Debtor, and d. assess the Debtor's ability to confirm a plan of reorganization. Obermayer's discounted hourly rates are: Partners $450 Asssociates $350-$400 Paralegals $100 Edmond M. George, member at Obermayer Rebmann Maxwell & Hippel, attests that his firm does not represent or hold an adverse interest to the estate and is a disinterested person under 11 U.S.C. Sec. 101(14). The firm can be reached at: Edmond M. George Obermayer Rebmann Maxwell & Hippel Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Phone: 215-665-3140 Email: edmond.george@obermayer.com About Computa-Base Machining Computa-Base Machining, Inc., is a precision machining & sheet metal manufacturing company serving the aerospace, defense, transportation and communication industries. Bases in Berlin, New Jersey, Computa-Base Machining, Inc., filed a Chapter 11 petition (Banrk. D.N.J. Case No. 18-30856) on Oct. 19, 2018. Edmond M. George, at Obermayer Rebmann Maxwell & Hippel, represents the Debtor. CON-NIC APARTMENTS: Seeks Cash Access to Maintain Business ---------------------------------------------------------- Con-Nic Apartments, LLC, owns two apartment buildings in Gardner, Massachusetts. To avoid foreclosure by Fidelity Co-Operative Bank and to allow it the opportunity to cure its arrears, it commenced a Chapter 11 case before the the U.S. Bankruptcy Court of the District of Massachusetts (Central Division). Con-Nic intends to collect rents due on October 1, 2018, with an approximate amount of $10,300.00. However, this is cash collateral over which Fidelity has a secured interest on. Fidelity, successor-by-merger of Colonial Co-Operative Bank, holds a security interest in the approximate amount of $570,000. The cash collateral may not be used Con-Nic without the bank's consent and/or authorization of the bankruptcy court. Accordingly, the company filed a motion seeking to use cash collateral to continue its business operations uninterrupted, in accordance with its submitted budget, for the entire duration of the Chapter 11 case and upon entry of final order of its filed motion. It proposes to make monthly payments to Fidelity at $4,545. A full-text copy of the Motion is available at: http://bankrupt.com/misc/mab18-41697_10_Con-Nic_M_Cash.pdf Con-Nic Apartments, LLC, owner of two apartment buildings in Gardner, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-41697) on Sept. 12, 2018. LAW OFFICES OF JAMES WINGFIELD, led by principal James A. Wingfield, serves as counsel to the Debtor. CONCORDIA INTERNATIONAL: Adds Pharma Industry Expert to its Board ----------------------------------------------------------------- European pharmaceutical industry expert Maurice Chagnaud has been elected to Concordia International Corp.'s board of directors, effective Nov. 1, 2018. "We believe that Maurice's extensive experience in the European pharmaceutical market will support Concordia's focus to acquire targeted products and companies in our core and proximate markets, and expand our product portfolio," said Graeme Duncan, chief executive officer of Concordia. "In addition, Maurice's election to our board will further strengthen the leadership team, as well as provide robust strategic insight. I very much look forward to working with Maurice, and on behalf of the board, I welcome him to the Company." Mr. Chagnaud has more than 25 years of experience in the pharmaceutical sector including senior and leadership roles at Merck KgAa, Merck Generics, Teva, Lupin and Polpharma. Geographically, he has extensive experience working in France, Italy, Germany, Central and Eastern Europe, Russia and the Commonwealth of Independent States, where he managed the commercial activities of generic, OTC and speciality product portfolios. Going forward, Concordia intends to build upon its current capabilities and global footprint across more than 90 countries, with a particular focus on both organic and inorganic growth in Europe. About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Mississauga, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As of June 30, 2018, Concordia had US$2.12 billion in total assets, US$4.25 billion in total liabilities and a total shareholders' deficit of US$2.13 billion. The 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. PricewaterhouseCoopers LLP, the Company's auditor since 2015, stated that the Company has commenced a court proceeding under the Canada Business Corporation Act (CBCA) to restructure certain debt obligations. The commencement of the CBCA proceedings has resulted in events of default under certain of the Company's credit facilities and a termination event under the cross currency swap agreement, which defaults are subject to the stay of proceedings granted by the court. These events raise substantial doubt about the Company's ability to continue as a going concern. COOL FROOTZ: Judge Signs Final Cash Collateral Order ---------------------------------------------------- The Hon. Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado has signed a final order authorizing Cool Frootz, LLC to use the cash collateral of its prepetition Secured Creditors. The Secured Creditors are: CircleUp Credit Advisors LLC; DNS-Frootz, LLC as collateral agent for the holders of secured convertible promissory notes made by the Debtor and as holder of certain of such notes; S2G Ventures Fund I, L.P. CircleUp Credit Advisors LLC is granted valid, binding, continuing, enforceable, fully perfected security interests in and liens on any and all tangible and intangible pre- and post-petition property of the Debtor, whether existing before, on or after the Petition Date, together with any proceeds thereof. However, the Adequate Protection Collateral will not include claims or causes of action of the Debtor arising under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code or the proceeds of any such claims or causes of action. To the extent CircleUp Credit Advisors currently holds any accounts receivable funds received after September 24, 2018, CircleUp Credit Advisors is authorized and granted relief from stay to apply 80% of such funds to its secured debt and is ordered to deliver the remaining 20% of such funds to the Debtor. As to all future accounts receivable received by CircleUp Credit Advisors or generated by the Debtor, CircleUp Credit Advisors is authorized and granted relief from stay to apply 80% of such funds to its secured debt and is ordered to deliver the remaining 20% of such funds to the Debtor. To the extent of any diminution in value of their interests in their prepetition collateral, DNS-Frootz is granted, on behalf of itself and for benefits of each of the holders of secured convertible promissory notes made by the Debtor, valid, binding, continuing, enforceable, fully perfected, replacement security interests in and liens on the inventory acquired or produced by the Debtor post-petition and a lien junior to CircleUp Credit Advisors on the Debtor's accounts receivable. The Notes Adequate Protection Liens will be (i) subject only to any liens on the inventory and accounts receivable existing on the Petition Date, with priority over the Notes Collateral Agent's prepetition liens on its prepetition liens on its prepetition collateral or otherwise on assets not constituting its prepetition collateral and (ii) pari passu with any other Adequate Protection Liens on any Adequate Protection Collateral that was unencumbered as of the Petition Date in each case to the extent of any diminution in value of such prepetition collateral. To the extent of any diminution in their prepetition collateral which is not covered by new post-petition collateral, DNS-Frootz and CircleUp Credit Advisors will have superpriority administrative expense claims, senior to all other administrative expense claims, senior to all other administrative expense claims, under section 507(b) of the Bankruptcy Code, except with respect to any post-petition claims paid post-petition through the use of cash collateral and any professional fees that are allowed for the Debtor's professionals. The Debtor will maintain complete insurance coverage applicable to its assets. The Debtor's authority to use any prepetition collateral or Adequate Protection Collateral of DNS-Frootz or CircleUp Credit Advisors will terminate upon the occurrence of any of the following events: (a) the breach by the Debtor of any provision of the Final Order that is not cured within five business days of notice from DNS-Frootz or CircleUp Credit Advisors to the Debtor of such breach. However, no such cure period will apply if the applicable breach is not capable of being cured; (b) the Final Order ceases to be in full force and effect in any material respect, or the Debtor asserts so in writing, or the Adequate Protection Liens created by the Order cease in any material respect to be enforceable and of the same effect and priority purported to be created or the Debtor asserts so in writing; (c) the Court will have entered an order appointing a chapter 11 trustee, responsible officer or any examiner with enlarged powers relating to the operation of the Debtor's business in this chapter 11 case; (d) the Court will have entered an order granting relief from the automatic stay to permit foreclosure or the granting of a deed in lieu of foreclosure or the like on any of the Debtor's assets which have an aggregate value in excess of $25,000; or (e) the Court will have entered an order dismissing Debtor's chapter 11 case or converting it to a case under chapter 7 of the Bankruptcy Code. A full-text copy of the Final Order is available at http://bankrupt.com/misc/cob18-18234-77.pdf About Cool Frootz Cool Frootz, LLC, manufactures frozen fruit and vegetable products. The company sells its products through a network of retailers. The company was incorporated in 2003 and is based in Denver, Colorado. Cool Frootz previously sought bankruptcy protection on Sept. 17, 2012 (Bankr. S.D. Fla. Case No. 12-32169). Cool Frootz again filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-18234) on Sept. 20, 2018. In the petition signed by David W. Patterson, president and COO, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Kimberley H. Tyson presides over the case. Lee M. Kutner, Esq., at Kutner Brinen, P.C., represents the Debtor. CROCKETT COGENERATION: S&P Cuts Rating on $295MM Sec. Notes to BB- ------------------------------------------------------------------ S&P Global Ratings lowered its rating on U.S. electricity and steam generator Crockett Cogeneration L.P.'s (Crockett) $295 million senior secured notes ($106.4 million as of Sept. 30, 2018) due March 30, 2025, to 'BB-' from 'BB+'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (55%) recovery in the event of a default. The outlook is negative. S&P said, "The downgrade reflects Crockett's weaker-than-expected financial performance in 2018 and our expectation that its coverage levels will remain around 1.0x for the next few years, after which they should improve given the project's declining debt service starting in 2022. DSCRs at this level are consistent with the 'b' rating category; however, Crockett's downside performance is consistent with 'bbb' category performance due to its exceptional liquidity, which provides three notches of uplift and results in our 'BB-' rating on the project's senior debt issue. We calculate that at the end of the year the project will have liquidity equal to about 1.75x its annual debt service in the form of a letter of credit, a cash-funded seasonal debt service reserve, and cash in the revenue account. "The negative outlook on Crockett reflects the risk of financial deterioration from the project's exposure to SRAC pricing for approximately 50% of its revenue due to the growing level of renewable energy penetration in the state. SRAC pricing is based on the market heat rate and gas prices in California. We do not expect the market heat rate in California to return to the highs it reached in 2015. We forecast that the project's DSCR will be 1.05x in 2019, with a minimum DSCR of 1.0x in 2020. "We could lower the rating if market heat rates weaken, carbon credit prices escalate, or operational issues lead to an increase in O&M and major maintenance expenses or a reduction in capacity payments. We could lower the rating by one or more notches if one or more of these factors lower Crockett's liquidity reserves because the current rating is contingent on strong liquidity. "We see limited upside but could revise our outlook on Crockett to stable if we see stabilization in SRAC pricing, lower greenhouse gas expenses, and minimum coverage of more than 1.0x. We could raise the rating if the project's minimum coverage improved to the middle of the 1.0x-1.4x range." DAVE TAYLOR: Plan Outline Okayed, Plan Hearing Set for Dec. 19 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana on Oct. 18 approved the disclosure statement filed in support of the proposed Chapter 11 plan for Dave Taylor Electric Service, Inc. A court hearing to consider confirmation of the plan will be held on Dec. 19, at 11:40 a.m. About Dave Taylor Electric Service Inc. Dave Taylor Electric Service Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-40305) on July 14, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. Judge Robert E. Grant presides over the case. The Debtor tapped David A. Rosenthal, Esq., as its bankruptcy attorney. DAVID AINSWORTH: Bank's Bid for Automatic Stay Relief Partly OK'd ----------------------------------------------------------------- Bankruptcy Judge Marvin Isgur granted in part and denied in part NewFirst National Bank's motion for relief from the automatic stay as to real estate against David W. Ainsworth, Sr. NewFirst is seeking relief from the automatic stay for cause, or in the alternative seeking adequate protection of its interest in Ainsworth's real property. NewFirst claims it is entitled to foreclose on the interest it currently holds in a 51.80-acre tract owned by Ainsworth, located in Robstown, Nueces County, Texas. Ainsworth claims that there does not exist cause to lift the automatic stay because NewFirst is adequately protected through the substantial equity cushion that exists on the subject property. Ainsworth further proposes that under his proposed dirt-for-debt plan, NewFirst can be compelled to accept the 20-acre improved portion of the 51.80 acres in full satisfaction of its claim. The valuation of both the 51.80 acres and the 20-acre improved portion of the 51.80 acres is contested. Adequate protection may be provided through a cash payment or periodic cash payments, an additional or replacement lien, or any relief that will "result in the realization by such entity of the indubitable equivalent” of their interest in the property "to the extent that the stay . . . results in a decrease in the value of such entity's interest in the property." In other words, adequate protection may be used to give either money, a lien on other property, or any other remedy that would allow for protection. "It is common ground that the "interest in property' . . . includes the right of a secured creditor to have the security applied in payment of the debt upon the completion of the reorganization, and that that interest is not adequately protected if the security is depreciating during the term of the stay." In this case, a depreciation in value of NewFirst's interest arises because its interest is subject to the continuing, senior liens for ad valorem taxes. Under Texas law, a tax lien on real property takes priority over "the claim of any creditor of a person whose property is encumbered by that lien." The real property taxes owed by Ainsworth, therefore, take priority over NewFirst's security interest in the 51.80 acres. A depreciation risk that a junior lien holder runs, such as NewFirst, is that senior liens, here the property taxes, will continuously accrue, thereby reducing NewFirst's interest in the property. Consequently, in order to adequately protect NewFirst's interest in the 51.80 acres, Ainsworth must make adequate protection in payments in an amount equal to that depreciation. The parties stipulated on July 31, 2018, that the ad valorem taxes on the business property remained unpaid for the years 2016 and 2017 in the amounts of $139,124.75 and $148,661.00, respectively. This totals $287,785.74 in unpaid taxes for 2016 and 2017. Ainsworth negotiated two separate agreements with Nueces County as to the delinquent 2016 and 2017 taxes. The agreements provide for a payment of $16,963.54 a month for a period of 36 months, effective April 15, 2018. The parties also stipulated that the estimated 2018 ad valorem taxes are at least $148,661, per the Nueces County Appraisal District. These taxes will become due January 2019. There is no escrow in place for the 2018 taxes. NewFirst's interest in the 51.80 acres is junior to that of the property taxes. As taxes continue to accrue on the subject property, NewFirst's interest in the 51.80 acres decreases, thereby also reducing its equity cushion. In light of these unpaid taxes, Ainsworth must make adequate protection payments to NewFirst in the amount of $12,388.42 per month in order to protect its interest in the property. With respect to the balance of NewFirst's request for relief from the automatic stay, the Court concludes that there is some equity in NewFirst's collateral. Both a lack of equity and lack of necessity for an effective reorganization must be shown for relief from the automatic stay under. However, it has shown a future diminution in value that places its secured position at substantial risk. Adequate protection of its interest is appropriate. The Court, therefore, grants NewFirst's motion in part and denies it in part. If Ainsworth fails to maintain the adequate protection required by this opinion, the stay will terminate without further Court order. A full-text copy of the Court's Opinion dated Oct. 22, 2018 is available at: http://bankrupt.com/misc/txsb17-20418-173.pdf David W. Ainsworth, Sr. sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 17-20418) on Oct. 2, 2017. The Debtor tapped Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, as counsel. DRW SERVICES: Exclusive Plan Filing Period Extended to Jan. 31 -------------------------------------------------------------- The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois, at the behest of DRW Services, Inc., and RLG & Son's, LLC, has extended (a) the Debtors' exclusive period to file Plans of Reorganization from November 2, 2018 to and including January 31, 2019, and (b) the Debtors' exclusive period to obtain acceptances to their Plans of Reorganization from January 1, 2019 to and including April 1, 2019. The Troubled Company Reporter has previously reported that the Debtors sought exclusivity extension as they are still attempting to resolve disputes with respect to claims asserted by two labor unions. The Debtors claimed that resolution of these disputes will facilitate the filing of consensual Plans of Reorganization which would save the estates considerable time and money that would otherwise result from litigation of these claims. In fact, the Debtors employed a Special Counsel for this purpose. About DRW Services DRW Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 18-18995) on July 5, 2018. The DRW Services case is jointly administered with the case of RLG & Son's, LLC (Case No. 18-bk-18998). DRW estimated under $50,000 in assets and $1 million to $10 million in liabilities. The Debtors hired Crane Simon Clar & Dan as bankruptcy counsel; Schoenberg Finkel Newman & Rosenberg, LLC as special counsel; and Scott R. Wheaton & Associates as special real estate counsel. The case is assigned to Judge Timothy A. Barnes. DURON SYSTEMS: Gets Offer from Duron Tech to Buy Assets ------------------------------------------------------- Duron Systems, Inc. has received an offer from Duron Tech, LLC to purchase its assets, according to the latest disclosure statement it filed in support of its proposed Chapter 11 liquidating plan. According to the filing, if Duron Systems accepts the offer, the company and Duron Tech will execute a sale agreement pursuant to which the buyer will acquire the company's equipment, inventory, and other "hard" assets. Duron Tech will also acquire the company's ISO certifications and "approved vendor list," according to the third amended disclosure statement filed on Oct. 18 with the U.S. Bankruptcy Court for the Southern District of Texas. A copy of the third amended disclosure statement is available for free at: http://bankrupt.com/misc/txsb17-33692-169.pdf About Duron Systems Established in 1980, Duron Systems, Inc. -- http://www.duronsystems.com/-- is an oil and gas fabrication facility located in Houston, Texas. The Company offers turnkey project management solutions to meet its customers' ever-increasing demands. Duron features its own pull test facilities up to 100,000 Lbs., stress relieving and hydro-testing equipment, and 24-hour operations. Its fabrication and cladding weld procedures are qualified to AWS, ASME, DNV, ABS, API, NACE, and specific customer requirements. As the only AWS certified fabricator in Houston, Duron Systems also maintains an ISO Compliant Process Management System. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-33692) on June 13, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Phillip Lower, director. Judge Karen K. Brown presides over the case. Reese W. Baker, Esq., at Baker & Associates, serves as the Debtor's bankruptcy counsel. E. MENDOZA CO.: Plan Outline Hearing Scheduled for Dec. 11 ---------------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte will convene a hearing on Dec. 11, 2018 at 10:00 a.m. to consider and rule upon the adequacy of E. Mendoza Co., Inc.'s disclosure statement. Objections to the disclosure statement must be filed 14 days prior to the hearing. About Eduardo Mendoza Corporation Eduardo Mendoza Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06672) on Aug. 22, 2016. In the petition signed by Mara Fernandez Torres, secretary, the Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. The Debtor is represented by Nelson Robles Diaz, Esq., at the Nelson Robles Diaz Law Offices, PSC. ELEMENTS BEHAVIORAL: PCO Files 2nd Report ----------------------------------------- David N. Crapo, the Patient Care Ombudsman for EBH Topco, LLC, Elements Behavioral Health, Inc., and certain of its affiliates, filed his second report, revealing that the Debtors' mental and behavioral health facilities continue to provide the same level of patient care and safety it historically provided since before the Petition Date. The PCO added that adequate systems are in place to monitor quality of patient care and safety at Debtors' Operating Facilities and to respond to any shortcomings. The PCO does not, in the second report, recommend any remedial action or external intervention regarding additional monitoring of clinical or administrative matters at the Operating Facilities. A full-text copy of the PCO's Second Report is available for free at: http://bankrupt.com/misc/deb18-11212-520.pdf About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11212) on May 23, 2018. In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel, Arent Fox LLP as co-counsel, and Zolfo Cooper, LLC, as financial advisor. ELEMENTS BEHAVIORAL: Seeks Additional DIP Financing --------------------------------------------------- BankruptcyData.com reported that Elements Behavioral Health requested Court approval for supplemental debtor-in-possession ("DIP") financing and continued access to cash collateral. BankruptcyData related that the financing motion explains, "Among other things, the Final DIP Order authorized the Debtors to enter into the DIP Credit Agreement, pursuant to which the Debtors were able to borrow up to an aggregate amount of $14,900,000 (the 'DIP Facility'). The Final DIP Order also provided that the DIP Credit Agreement's Maturity Date would be amended to August 31, 2018. The DIP Facility expired by its own terms on August 31, 2018, and through a series of stipulations, the Court approved the Debtors' use of Cash Collateral on a consensual basis through October 12, 2018 pursuant to a modification of the DIP Credit Agreement and Final DIP Order. Although the Debtors have continued to use Cash Collateral on a consensual basis, the Debtors have determined, in their sound business judgment, that additional postpetition financing in an amount up to $18,000,000 (the ‘Supplemental Financing') is required to fund the Chapter 11 Cases through the closing of the approved sale to PBBH. The Debtors will require $2,500,000 of the Supplemental Financing on an interim basis and will require additional interim funding amounts at a second interim hearing and final hearing. To that end, the Debtors seek approval to enter into the First Amendment to the DIP Credit Agreement (the ‘First Amendment')." The motion continues, "The Debtors use of Cash Collateral expires October 12, 2018. The Debtors are unable to fund payroll and other expenses without Court approval no later than October 15, 2018. Therefore, Debtors will face immediate and irreparable harm without the entry of the Interim Order. The Debtors request that the Court waive the stay imposed by Bankruptcy Rule 6004(h) due to the exigent nature of the relief sought herein." About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC, along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel, Arent Fox LLP as co-counsel, and Zolfo Cooper, LLC, as financial advisor. EVEREST HOLDINGS: S&P Withdraws 'CCC+' LT Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings withdrew its 'CCC+' long-term issuer credit rating on Bellevue, Wash.–based Everest Holdings LLC, the holding company that operates under the Eddie Bauer brand name, at the issuer's request. S&P said, "At the same time, we withdrew our 'CCC' issue-level rating and '5' recovery rating on the company's $225 million term loan due 2020, which was repaid in full as part of its recent refinancing. "The issuer credit and issue-level ratings were on CreditWatch at the time of the withdrawal, where we placed them with positive implications on June 28, 2018, to reflect the anticipated refinancing of the company's debt." FOX PROPERTY HOLDINGS: Seeks Use of Cash Collateral --------------------------------------------------- In the U.S. Bankruptcy Court of the Central District of California, Los Angeles Division, Fox Property Holdings, LLC, filed a motion for entry of an order authorizing the use of cash collateral until April 30, 2019. The company is the owner of a certain commercial real property located in San Bernardino, California. The property consists of various building utilized as a school and dormitory campus, located on approximately 219,000 square feet. It continues to possess and manage the property while the bankruptcy case is pending. The Debtor claims that it will generate monthly rent revenue from its properties of at least $62,000. It needs the revenue to pay maintenance and operating expenses of the property, including utilities, property taxes, insurance, janitorial services, among others. However, this rent revenue is categorized as cash collateral secured for the company's creditors, Dayco Funding Corporation and Luxor Properties, Inc. Together, they are owed the principal sum of $7,700,000 under a Deed of Trust. Fox Property claims that without the ability to use cash collateral to pay the ongoing operating expenses, it will not be able to continue maintaining and preserving the value of the property, to the detriment of all creditors and parties in interest. Aside from operating expenses, it intends to make interest payments to its lender, pay quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. All of which is reflected in the submitted budget for the months of November 2018 to April 2019. Furthermore, Fox Property seeks authority to borrow money on an administrative expense priority basis from US Longtom for sums necessary to cover any operating shortfalls of its budget, estimated at $1,000 per month. As adequate protection for its secured creditors, the company is willing to grant replacement liens on its interest on collateral. A full-text copy of the Motion is available at: http://bankrupt.com/misc/cacb18-105254_112_Fox_P_M_Cash.pdf About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel; and Park & Lim as special litigation counsel. FROM DUSK TIL DAWN: Taps Schneck Law Group as Special Counsel ------------------------------------------------------------- From Dusk Til Dawn LLC seeks authority from the U.S. Bankruptcy Court for the District of New Jersey (Newark) to hire Michael I. Schneck as special counsel to file and prosecute real estate tax appeals. Mr. Schneck will receive a contingent fee of 33.33% of the tax savings. Michael I. Schneck, Esq., managing member of Schneck Law Group LLC, attests that his firm does not hold or represent and adverse interest to the estate and is disinterested under 11 U.S.C. Sec 101(14). The counsel can be reached through: Michael I. Schneck, Esq. Schneck Law Group LLC Schneck Law Group LLC 301 South Livingston Avenue, Suite 105 Livingston, NJ 07039 Phone: (973) 533-9300 Fax: (973) 533-9301 About From Dusk Til Dawn From Dusk Til Dawn LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns two properties in Irvington, New Jersey valued by the Company at $200,000. From Dusk Til Dawn LLC filed a voluntary Chapter 11 Petition (Bankr. D.N.J. Case No. 18-26927) on August 23, 2018. The petition was signed by Brandon Zaleski, managing member. Judge John K. Sherwood presides over the case. Mark Gertner, Esq. at MARK GERTNER, P.C. is the Debtor's counsel. At the time of filing, the Debtor disclosed $209,234 in total assets and $1,042,723 in total liabilities. GASTAR EXPLORATION: Files for Chapter 11 With Prepack Plan ---------------------------------------------------------- Gastar Exploration Inc. on Oct. 26, 2018, disclosed that it has entered into a restructuring support agreement (the "RSA") with the Company's largest (and only) funded-debt creditors and largest common shareholders, certain funds affiliated with Ares Management LLC (collectively, "Ares"). Subject to the terms and conditions of the RSA, Ares has agreed to support the Company's restructuring, which will result in trade creditors and other operational obligations unimpaired, eliminate more than $300 million of the Company's funded-debt obligations and preferred equity interests (otcqb:GSTPA and GSTPB), cancel existing common equity interests, and provide $100 million in new, committed financing to fund the Company's restructuring process and ongoing business operations. The restructuring will be implemented through a pre-packaged chapter 11 plan of reorganization and chapter 11 cases to be filed in the Bankruptcy Court for the Southern District of Texas. Additionally, the Company on Oct. 26 disclosed that it has entered into a separate restructuring support agreement (the "Hedge Party RSA") with the counterparties to the Company's existing hedging and swap arrangements (collectively, the "Hedge Parties"), the Company's largest creditor constituency other than Ares. Pursuant to the Hedge Party RSA, the Hedge Parties will support the Company's restructuring in return for payment in full in monthly installments through December 2019 pursuant to a new secured note. The agreed restructuring was developed after extensive marketing efforts failed to yield any viable proposals to repay or refinance the Company's existing indebtedness or to sell the Company or its assets. The Company needs new capital to continue to operate, and the RSA and related new capital commitment will ensure that the Company can continue to operate its business in the ordinary course. Post-restructuring, the Company will have a strengthened balance sheet that will facilitate capital investment in operations. To implement the restructuring, the Company has commenced solicitation of a prepackaged chapter 11 plan of reorganization, which solicitation will conclude on or about October 30, 2018. Shortly after the conclusion of plan solicitation, the Company intends to commence chapter 11 cases in the Southern District of Texas. The RSA contemplates a balance sheet restructuring that is not intended to affect the Company's operations. In addition, the Company expects to receive certain relief from the Bankruptcy Court which should enable the Company to honor and pay its ongoing trade obligations in the ordinary course of business. Commenting on Oct. 26, Jerry R. Schuyler, interim Chief Executive Officer and Board Chairman of Gastar Exploration Inc., said, "The restructuring agreement we signed today is a comprehensive plan that will ensure Gastar remains competitive in its industry. We can now set our sights on facilitating a smooth, efficient in-court restructuring while continuing to meet our obligations to our employee and vendor constituencies. I am proud of the exceptional hard work and dedication of all our employees throughout this process." Pre-Packaged Plan of Reorganization Terms The pre-packaged chapter 11 plan of reorganization contemplated by the RSA (the "Plan") provides the following distributions: -- holders of administrative and priority claims, as well as general unsecured claims, will receive payment in full in cash; -- all drawn amounts under the new money component of the Company's debtor-in-possession financing (to be provided by Ares) will roll over into a new exit facility, with all undrawn commitments remaining available to fund the Company's post-emergence cash needs; -- holders of all obligations related to the Company's prepetition hedging program will receive payment in cash in equal monthly installments pursuant to a new secured note through December 2019; -- Ares will receive $200 million in new take-back term loans and 100 percent of the common equity of reorganized Gastar (subject to any warrants received by the current preferred and common equity holders) as a result of their obligations under the Company's debtor-in-possession financing and first lien term loan and all of the Company's second lien convertible note obligations; and -- holders of existing preferred and common equity will together receive new warrants exercisable for up to 5% of the common equity of reorganized Gastar so long as they do not object to, or otherwise attempt to interfere with, the Company's restructuring. The RSA and the Plan contemplate certain releases and exculpations. The transactions contemplated by the RSA and the Plan are subject to court approval and other terms and conditions. Subject to Bankruptcy Court approval of the Plan and the satisfaction of certain conditions to the Plan and related transactions, the Company expects to consummate the Plan and emerge from chapter 11 before the end of 2018. There can be no assurances that the Plan will be approved or confirmed by the Bankruptcy Court, by that time, or at all. As previously disclosed on August 1, 2018, after an extensive private marketing process, the Company announced it was embarking on a public marketing process to try to address its balance sheet liabilities. On August 21, 2018, the Company publicly filed a process letter that invited proposals and informed the public how any interested party could participate and make a proposal. The process letter established the bid deadline of October 1, 2018 (the "Bid Deadline"). The Company received three bids on the Bid Deadline, none of which provided a cash bid sufficient to repay the Company's indebtedness. The Company's board of directors (the "Board") determined that none of these proposals presented an actionable alternative. Ultimately, the Board determined that the RSA represents the highest and best alternative available to the Company at this time. Any party interested in making a higher and better proposal to the Company can do so now or during the first 30 days of the chapter 11 cases and should refer to the process letter filed publicly on August 21, 2018. Other Information Regarding Reorganization Proceedings Kirkland & Ellis LLP is serving as legal counsel to the Company and Opportune LLP is serving as its restructuring advisor. Perella Weinberg Partners LP is serving as the Company's financial advisor. Information related to the Companies restructuring is available from the Company's claims and noticing agent, BMC Group, Inc., via the information call center at +1 (888) 909-0100. Copies of the RSA will be filed in a Form 8-K with the Securities and Exchange Commission. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. (otcqb:GSTC) -- http://www.gastar.com/-- is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar's principal business activities include the identification, acquisition and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in what is believed to be the core of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford and Hunton formations. Gastar Exploration reported a net loss attributable to common stockholders of $61.22 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $103.53 million for the year ended Dec. 31, 2016. As of June 30, 2018, Gastar Exploration had $339.20 million in total assets, $434.48 million in total current and longj-term liabilities and a total stockholders' deficit of $95.28 million. * * * In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate credit rating, with a negative outlook, on Gastar Exploration. Subsequently, S&P withdrew all its ratings on Gastar at the issuer's request. In April 2017, Moody's Investors Service withdrew all assigned ratings for Gastar Exploration, including the 'Caa3' Corporate Family Rating, following the elimination of all of its rated debt. GENON ENERGY: Wants to Modify Reorg Plan & Cash Incentive Plan -------------------------------------------------------------- BankruptcyData.com reported that GenOn Energy filed a motion seeking to modify its (a) Third Amended Joint Plan of Reorganization and (b) proposed cash incentive plan (the "Cash Incentive Plan"). The Court documents explain, "The Debtors seek to implement final modifications to the Plan and the Cash Incentive Plan that, once approved, will facilitate the Debtors' emergence from chapter 11. The proposed modifications enjoy the full support of the GenOn Steering Committee, which represents more than 80% of all GenOn Noteholders. Specifically, the relief requested herein would: authorize the Reorganized Debtors to issue and distribute $400 million of new secured notes (the ‘New Notes'), to holders of Allowed GenOn Notes Claims; authorize the Reorganized Debtors to backstop REMA's funding obligations under a REMA chapter 11 plan of reorganization or out-of-court restructuring transaction; implement certain other technical modifications to the Plan that account for the Reorganized Debtors being a private company upon emergence; and clarify the Cash Incentive Plan to measure value creation by reference to recent market trading prices (i.e., par) of GenOn Notes instead of Reorganized GenOn's equity (for which there will be no public market upon emergence) and an agreed benchmark for valuation creation among the GenOn Steering Committee (the ‘Technical CIP Modifications'). None of the modifications requested herein alter the unimpaired treatment of General Unsecured Creditors under the Plan. The interest rate is L+600-750 bps, payable semi-annually in cash (LIBOR benchmark rate and spread to be determined), subject to market condition adjustment, tax considerations, REMA resolution and other structural decisions to be made in connection with emergence." The Technical CIP Modifications are, "measured based on the quantum of recoveries for Holders of GenOn Notes Claims under the Plan above a baseline threshold -- a 68 percent recovery on account of such claims (i.e., approximately $1.275 billion) (the ‘Threshold Plan Recovery') -- which corresponds to the trading prices of GenOn bonds at the time the Cash Incentive Plan metrics were first agreed. Given the lack of an efficient public market or trading price for the equity post-emergence and that the Debtors expect to emerge in the near future, the Value Creation Incentive will now be calculated at an agreed amount which, among other things, corresponds with recent market trading prices of GenOn Notes and projected recoveries (i.e., approximately $1.875 billion). Value Creation, for purposes of determining the Value Creation Bonus Pool only, is amended such that it will be calculated as the difference between: 100% of the Allowed GenOn Notes Claims ($1.875 billion) and the Threshold Plan Recovery ($1.275 billion). The Market AEV calculation shall be eliminated. Due to the removal of the 90-Day VWAP Period, any earned Value Creation Bonus Pool will be paid upon emergence instead of at the end of the VWAP Period." The Court scheduled a hearing on the motion for November 1, 2018. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. The Court on December 12, 2017, entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates. HERB PHILIPSON'S: Seeks Authority on Interim Cash Collateral Use ---------------------------------------------------------------- Herb Philipson's Army and Navy Stores, Inc., asks the U.S. Bankruptcy Court for the Northern District of New York for interim authorization to use only the amount of cash collateral that is necessary to avoid immediate and irreparable harm to the Debtor's bankruptcy estate, pending a final hearing. The proposed Interim Cash Collateral Order contemplates the use of cash collateral through the week ending Dec. 29, 2018. The Debtor intends to use cash collateral to continue operations and preserve the value of its assets and for the operating costs and expenses of the Chapter 11 Case, fees owed to the United States Trustee, and restructuring expenses, including professional fees and expenses, pursuant to and consistent with the budget attached to the proposed Interim Order. The Debtor believes that the Budget will be adequate, considering all available assets, to pay all administrative expenses due or accruing during the period covered by the Budget. On July 31, 2018, the Debtor and Second Avenue Capital Partners LLC entered into that certain Loan and Security Agreement and a related Equity and Security Pledge Agreement to fund the Debtor's operations. As of the Petition Date, the Debtor owed Second Avenue approximately $2.05 million in secured debt under the Second Avenue Loan Documents. In March 2018 the Debtor and Gary L. Philipson entered into that certain Security Agreement, and a related secured promissory note. As of the Petition Date, the Debtor owed approximately $637,500 in secured debt under the GL Philipson Loan Documents. Likewise, in March 2018 the Debtor and Aviva Philipson entered into that certain Security Agreement, as amended, and a related secured promissory note, as amended together with the Second Avenue Loan Documents. As of the Petition Date, the Debtor owed approximately $612,500 in secured debt under the A Philipson Loan Documents. The Debtor believes that the Secured Parties' interest in the cash collateral will be adequately protected by, among other things, granting the Adequate Protection Liens, which consist of replacement liens, including liens on any unencumbered prepetition property of the Debtor, to the extent it may exist, liens on any unencumbered postpetition property of the Debtor. The Secured Parties will also be granted allowed administrative expense claims having the priority specified in section 507(b) of the Bankruptcy Code. The liens and claims of, or granted to, the Secured Parties in the proposed Interim Order will be subject and subordinate to the payment of the Carve-Out, which consists of: (a) fees and expenses of the Retained Professionals which are ultimately allowed on a final basis by the Court which do not exceed $250,000 in the aggregate plus the fees and expenses incurred by any professionals engaged by any successor to the Debtor with expanded powers appointed under chapter 11 in an aggregate amount not to exceed $25,000, or a trustee appointed under chapter 7 in an aggregate amount not to exceed $15,000; and (b) the unpaid fees payable to the United States Trustee and Clerk of the Bankruptcy Court pursuant to section 1930 of title 28 of the United States Code and any interest due and owing pursuant to section 3717 of title 31 of the United States Code. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nynb18-61376-3.pdf About Herb Philipson's Army Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://herbphilipsons.com -- is a retailer for outdoor and casual apparel, workwear, footwear and sporting goods. Herb Philipson's is known for brands such as Carhartt, Columbia, Levi, Lee, Under Armour, Dickies, Timberland and The Northface. It is also the exclusive retailer for the Utica Comets Hockey Team and the new Utica City Football Club. Herb has retail locations in Rome, Liverpool, New Hartford, Newark, Oneida, Oswego, Herkimer, DeWitt, and Watertown, New York. Herb Philipson's Army and Navy Stores Inc sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Bankr. N.D.N.Y. Case No. 18-61376) on October 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of less than $10 million and debts of less than $50 million. The Debtor tapped Cullen And Dykman LLP as its lead bankruptcy counsel; Griffin Hamersky LLP, as co-counsel; and Scouler Kirchhein, LLC as financial advisor. IGLESIA DE DIOS PENTECOSTAL: Seeks 120-Day Exclusivity Extension ---------------------------------------------------------------- Iglesia De Dios Pentecostal Valle de Cedron, Inc. requests the U.S. Bankruptcy Court for the District of New Jersey for 120-day extension of the period within which Debtor has the exclusive right to file a plan. The Court will hold hearing on Nov. 13, 2018 at 11:00 a.m. to consider granting the requested extension of the exclusivity period. Unless extended, the Debtor's exclusive right to file a plan is slated to expire on Nov. 19, 2018. The Debtor contends that based upon a settlement of the Debtor's tax case in the State Court against the City of Newark, its sole creditor, US Bank for PC5 Starling National ("Procap") has withdrawn its claim against the Debtor. The Debtor believes the City of Newark has agreed to pay or refund to Procap moneys that Procap paid to Newark in connection with purchase of a tax lien against the Debtor. Although Procap has withdrawn its claim in the Debtor's bankruptcy case, Procap has refused to dismiss its state court tax foreclosure case against the Debtor until it is in receipt of actual payment from Newark. In the recent inquiry to Procap's counsel, the Debtor's counsel was advised that Procap had received a payment for the return of the premium from Newark, but was still waiting for the money on the tax lien. While Procap continues to have a pending case against the Debtor in state court for foreclosure, the Debtor submits that it is in the best interest of the estate for the Debtor to have additional time to file a plan should Procap seek to resume its action in the state court. The Debtor believes that a 120-day extension should allow sufficient time for Procap to receive payment from Newark. For the foregoing reasons, the Debtor requests an extension of the Exclusivity period in order for the payment promised by Newark to Procap to be made and the state foreclosure case to then be dismissed, which would obviate the need for Debtor to file a plan. About Iglesia De Dios Pentecostal Valle de Cedron Inc. Iglesia De Dios Pentecostal Valle de Cedron, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-20414) on May 23, 2018. In the petition signed by the Reverend Rafael Guadalupe, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Stacey L. Meisel presides over the case. John M. Esposito, Esq., is the Debtor's counsel. IHEARTMEDIA INC: Plan Outline Okayed, Plan Hearing on Dec. 11 ------------------------------------------------------------- iHeartMedia, Inc. and its affiliates are now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of their joint plan of reorganization. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas on Oct. 18 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a Nov. 16 deadline for creditors to submit ballots of acceptance or rejection of the plan, and a Nov. 28 deadline to file objections to the plan. A court hearing to consider confirmation of the plan is scheduled for Dec. 11, at 9:00 a.m. A copy of the court order is available for free at: http://bankrupt.com/misc/txsb18-31274-1631.pdf The latest plan filed on Oct. 18 includes one additional class of claims, which consist of "guarantor general unsecured claims." Under the plan, each creditor holding an allowed Class 7G guarantor general unsecured claim will receive its pro rata share of the "guarantor general unsecured recovery cash pool. No holder of Class 7G will receive a recovery less than 45% of its allowed claim, or greater than 55% of its allowed claim. Class 7G is impaired under the plan, therefore, holders of Class 7G claims are entitled to vote to accept or reject the plan, according to the fifth amended joint Chapter 11 plan of reorganization. A copy of the fifth amended plan is available for free at: http://bankrupt.com/misc/txsb18-31274-1632.pdf About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities, and a total stockholders' deficit of $11.67 billion. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson LLP as conflicts counsel; Moelis & Company and Perella Weinberg Partners L.P as financial advisors; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice & claims agent. The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. The Office of the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on March 21, 2018. The Committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel, FTI Consulting, Inc., as its financial advisor, and Jefferies LLC as its investment banker. IHEARTMEDIA INC: Seeks Feb. 7, 2019 Exclusivity Period Extension ---------------------------------------------------------------- iHeartMedia, Inc. and its debtor-affiliates request the U.S. Bankruptcy Court for the Southern District of Texas for 75-day extension of the Exclusivity Periods to file and to solicit acceptances of a chapter 11 plan, specifically, through Feb. 7, 2019 and April 8, 2019, respectively. On July 10, 2018, the Court entered the Order Extending the Debtors' Exclusivity Periods through Nov. 24, 2018 for filing a chapter 11 plan, and Jan. 23, 2019 for soliciting votes on a chapter 11 plan. On April 28, 2018, the Debtors filed an initial version of the chapter 11 plan to comply with milestones under the Restructuring Support Agreement (the "RSA"). Concurrently, the Debtors engaged with their creditors and stakeholders in an effort to build consensus around the Debtors' restructuring process. Notwithstanding the Court's entry of the Disclosure Statement Order, the Debtors facilitated continued discussions between the Senior Creditors and the Committee in the hope of achieving broader consensus with respect to the treatment of General Unsecured Claims in the Fourth Amended Plan. Following extensive arms'-length negotiations, the Debtors, Senior Creditors, and the Committee reached an agreement regarding the treatment of General Unsecured Claims that is supported by the Committee and parties to the RSA. Thus, on October 10, 2018, the Debtors filed the Fifth Amended Joint Chapter 11 Plan of Reorganization, which incorporates the terms of the settlement between the Senior Creditors and the Committee. The Court approved the Disclosure Statement Supplement on October 18, 2018, and on October 22, the Debtors commenced the re-solicitation of votes of certain Holders of General Unsecured Claims for the Fifth Amended Plan. The Debtors, through the RSA and the Committee Plan Settlement, have achieved the broad support of a significant number of their key stakeholders in these chapter 11 cases. Although the Debtors have not yet confirmed the Fifth Amended Plan, they, along with their advisors, are diligently working toward the Confirmation Hearing on December 11, 2018 and are currently in the midst of the solicitation process. Thus, the Debtors believe that an extension to the statutory maximum is appropriate, will avoid future unnecessary motion practice, and will not prejudice any parties in interest. The Debtors seek to maintain exclusivity so parties with competing interests do not impede the Debtors' pursuit of the highly-consensual, value-maximizing restructuring transactions contemplated by the RSA and Fifth Amended Plan. The Debtors assert that extending the Exclusivity Periods benefits all parties in interest by preventing the drain on time and resources that inevitably occurs when multiple parties with potentially diverging interests vie for the consideration of their own respective plans. The Debtors believe that all stakeholders benefit from continued stability and predictability that a centralized process provides, which can only occur while the Debtors remain the sole potential plan proponents. The Debtors have been in extensive communication with all parties in interest to market and improve upon the Fifth Amended Plan to the extent possible and will continue such discussions as they seek to build further consensus ahead of confirmation. Moreover, even if the Court approves an extension of the Exclusivity Periods, nothing prevents parties in interest from later arguing to the Court that cause supports termination of the Debtors' exclusivity should such cause arise. Accordingly, the Debtors assert that an extension of the Exclusivity Periods is in the best interest of the Debtors' estates, their creditors, and all other parties in interest. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities, and a total stockholders' deficit of $11.67 billion. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson LLP as conflicts counsel; Moelis & Company and Perella Weinberg Partners L.P as financial advisors; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice & claims agent. The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. The Office of the U.S. Trustee for Region 7 on March 21, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc. and its affiliates. The Committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel, FTI Consulting, Inc., as its financial advisor, and Jefferies LLC as its investment banker. J & M SALES: Landlords Cite No Adequate Assurances on Leases ------------------------------------------------------------ BankruptcyData.com reported that DDR Corp., DLC Management Corp., Jones Lang LaSalle Americas, National Retail Properties, Newmark Merrill Companies, and Philips International Holding (collectively, the "Landlords") filed with the Court an objection to J & M Sales' failure to file lease related agreements and provide landlords with adequate assurance as to future performance under existing leases. The objection asserts, "The Debtors have not filed any of the applicable agreements, such as a designation rights agreement, so the Landlords can ensure that their rights are being protected under section 365 of the Bankruptcy Code. Unless and until the Landlords are provided with notice of and a meaningful opportunity to review the lease designation rights agreement, the sale of lease designation rights to the Successful Bidders should not be approved. In connection with both the sale of lease designation rights and the partial chain or full-chain liquidation proposed by the Debtors, the Landlords must be provided with assurance that rent and additional rent that accrues under the Leases will be paid in a timely manner as required by section 365(d)(3) of the Bankruptcy Code... The debtors have failed to provide evidence of adequate assurance of future performance under the leases... Through the Sale Motion, the Debtors provided notice of their intent to sell their assets as a going concern or in a liquidation. Lease designation rights were not contemplated and no form of lease designation rights agreement was attached to that motion. Furthermore, no form of lease designation rights agreement has been filed by the Debtors since the auction concluded and the Debtors have not advised of any proposed timeline for those lease designation rights to be exercised. Therefore, it is impossible for the Landlords to know whether their rights are protected under Section 365 of the Bankruptcy Code in connection with issues of cure and adequate assurance of future performance." About National Stores National Stores is a 344-store chain in 22 U.S. states and Puerto Rico. National Stores currently does business as Fallas, Fallas Paredes, Fallas Discount Stores, Factory 2-U, Anna's Linen's by Fallas, and Falas (spelled with single "l" in Puerto Rico). Fallas, which emplolys 9,800 people, is a discount retailer offering value-priced merchandise, including apparel, bedding and household supplies. The brands of National Stores are located in retail plazas, specialty centers, and downtown areas to serve the communities its customers and staff members call home. National Stores, Inc., and its affiliates sought Chapter 11 protection and Aug. 6, 2018, and announced that Hilco Merchant Resources, LLC, is conducting going-out-of-business sales for 74 stores. The lead case is In re J & M Sales Inc. (Bankr. D. Del. Lead Case No. 18-11801). J & M Sales estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as bankruptcy co-counsel; Retail Consulting Services, Inc., as real estate advisor; Imperial Capital, LLC, as investment banker; and Prime Clerk LLC as the claims and noticing agent. SierraConstellation Partners, LLC, is providing personnel to serve as chief restructuring officer and support staff. J & M SALES: Landlords Oppose Lease Assignment to Pegasus --------------------------------------------------------- BankruptcyData.com reported that 99 Cents Only Stores, ARC SWHOUTXC001, Brixmor Property Group, Federal Realty Investment Trust, PGI Management, PGIM Real Estate, Primestor Development, Valley Plaza, Watt Companies, Weitzman, and Wind Chime Properties (collectively, the "Objecting Landlords") filed an objection to J & M Sales' proposed assumption and assignment of leases to Pegagsus Trucking, LLC ("Pegasus"). The objection asserts, "While it is presumed that Pegasus intends to purchase the assets of the Debtors with respect to the 85 going concern locations and thereby continue to operate those properties Debtors' stores, Pegasus has not yet confirmed such intent. Objecting Landlords object to any proposed use of their Premises other than strictly in accordance with the current permitted use set forth in the affected Lease. Objecting Landlords also object to any change of use of the Premises on the grounds that such change may adversely impact tenant mix and balance at the shopping centers... Further, pursuant to Section 365(l) of the Bankruptcy Code, the Objecting Landlords demand that Pegasus post either a letter of credit or, in Objecting Landlords' sole discretion, a security deposit, equal to three (3) months' rent and additional rental charges under each Lease. Further, since Pegasus is a "Newco", if the proposed assignee under the Lease(s) is not the entity that holds the assets, Objecting Landlords demand that the entity with all the assets guarantee the Leases... Since Section 365(b) only requires debtors to cure defaults under their leases, and since there can be no default for failure to pay an amount that has not as yet been billed, unpaid year-end adjustments, and those adjustments that may currently be accruing, are not a part of the cure obligation of the Debtors. The obligation to pay the year-end adjustments is, however, certainly a part of the obligation to provide adequate assurance of future performance. Any attempt to assign the Leases "free and clear" of these obligations must be denied." The objection continues, "As the record reflects from the proceedings in connection with the approval of the Debtors' DIP financing, the Stub Rent has not been paid, and any section 506(c), waiver in favor of the DIP Credit Parties or the DIP Collateral or the Prepetition Secured Creditors or the Prepetition Collateral was conditioned upon the receipt of sufficient sale proceeds to pay the Prepetition ABL Obligations and the DIP Obligations in full, plus $5,500,000, which is directly attributable to any Stub Rent. In addition, in connection with the 74 Initial Closing Stores, Stub Rent was budgeted and was to be paid within 30 days upon the conclusion of those sales and the rejection of the Leases." About National Stores National Stores is a 344-store chain in 22 U.S. states and Puerto Rico. National Stores currently does business as Fallas, Fallas Paredes, Fallas Discount Stores, Factory 2-U, Anna's Linen's by Fallas, and Falas (spelled with single "l" in Puerto Rico). Fallas, which emplolys 9,800 people, is a discount retailer offering value-priced merchandise, including apparel, bedding and household supplies. The brands of National Stores are located in retail plazas, specialty centers, and downtown areas to serve the communities its customers and staff members call home. National Stores, Inc., and its affiliates sought Chapter 11 protection and Aug. 6, 2018, and announced that Hilco Merchant Resources, LLC, is conducting going-out-of-business sales for 74 stores. The lead case is In re J & M Sales Inc. (Bankr. D. Del. Lead Case No. 18-11801). J & M Sales estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as bankruptcy co-counsel; Retail Consulting Services, Inc., as real estate advisor; Imperial Capital, LLC, as investment banker; and Prime Clerk LLC as the claims and noticing agent. SierraConstellation Partners, LLC, is providing personnel to serve as chief restructuring officer and support staff. K.M. VILLAS: Disclosure Statement Hearing Set for Dec. 4 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on Dec. 4, at 2:00 p.m., to consider approval of the disclosure statement filed in support of the proposed Chapter 11 plan of reorganization for K.M. Villas LLC. The hearing will take place at the C. Clyde Atkins U.S. Courthouse, Courtroom 4. Objections are due by Nov. 27. Under the latest plan, creditors holding Class 4 general unsecured and undersecured claims will be paid 0.8047% of their allowed claims. These creditors will share pro-rata in a total distribution of $5,000, which will be paid in one lump sum on the effective date of the plan. This payment will be made by K.M. Villas' principal Lonnie Kevin Hinds. Although HSBC Bank is entitled to a general unsecured claim in the amount of $715,335.04 pursuant to a stipulation, K.M. Villas will not make any payment to the bank on account of such claim. The plan will be funded primarily from cash flow from the operation of K.M. Villas' real estate business. The company believes it will be able to generate sufficient net income on a monthly basis to pay all its obligations. Furthermore, the plan will be partially funded through infusions of capital from K.M. Villas' principal, according to the company's latest disclosure statement filed on Oct. 18. A copy of the second amended disclosure statement is available for free at: http://bankrupt.com/misc/flsb15-14807-260.pdf A copy of the second amended plan of reorganization is available for free at: http://bankrupt.com/misc/flsb15-14807-259.pdf About K.M. Villas K.M. Villas LLC, based in Miami, Florida, owns a four-unit residential building located at 930-934 N. Harper Avenue, West Hollywood, California. The Debtor has valued the property at $1.30 million. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-14807) on March 16, 2015. The Debtor listed $1.3 million in assets and $2.76 million in liabilities. The petition was signed by Kevin Hinds, member. Judge Robert A. Mark presides over the case. The Debtor tapped Leiderman Shelomith Alexander + Somodevilla, PLLC as its legal counsel. KUM GANG: Taps McCallion & Associates as Legal Counsel ------------------------------------------------------ Kum Gang, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire McCallion & Associates LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Kenneth McCallion, Esq., the attorney who will be handling the case, charges an hourly fee of $350. Other attorneys and paraprofessionals who may provide services under Mr. McCallion's supervision charge lesser rates depending upon their education, training and experience. Mr. McCallion disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kenneth F. McCallion, Esq. McCallion & Associates, LLP 100 Park Ave., Suite 1600 New York, NY 10017 Phone: +1 646-366-0880 Fax: 1-646-366-1384 Email: kfm@mccallionlaw.com About Kum Gang Inc. Based in Flushing, New York, Kum Gang, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-43997) on July 12, 2018, estimating less than $1 million in assets and liabilities. The Debtor tapped Kenneth F. McCallion, Esq., at McCallion & Associates LLP as counsel. LEVEL SOLAR: UST Asks Court to Approve Appointment of R. Friedman ----------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, asks the U.S. Bankruptcy Court for the Southern District of New York to approve the appointment of Ronald Friedman as the Chapter 11 Trustee of Level Solar, Inc. The U.S. Trustee confirmed that the Chapter 11 Trustee has no connections with the Debtor, its creditors, any other parties-in-interest, their respective attorneys, the United States Trustee, and persons employed in the Office of the United States Trustee. Law360 reported that a New York bankruptcy judge has decided to keep Level Solar Inc.'s contentious bankruptcy in Chapter 11 but appointed a trustee to manage the estate. About Level Solar Based in New York, Level Solar Inc. operates under the solar-energy installation industry. Incorporated in 2013, the Company has operations in Long Island, New York City and Massachusetts. Level Solar filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-13469) on Dec. 4, 2017. In the petition signed by Richard Pell, secretary of the Company, the Debtor estimated assets of $50 million to $100 million and debt of $1 million to $10 million. Michael Conway, Esq., of Shipman & Goodwin LLP serves as bankruptcy counsel to the Debtor. Akin Gump Strauss Hauer & Feld LLP acts as corporate counsel to the Debtor. LEVERETTE TILE: Plan Outline Okayed, Plan Hearing on Nov. 29 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida on Oct. 18 conditionally approved Leverette Tile, Inc.'s disclosure statement, allowing the company to start soliciting votes from creditors. The order, signed by Judge Catherine Peek McEwen, required creditors to submit ballots of acceptance or rejection of the company's proposed Chapter 11 plan no later than eight days before the hearing on confirmation of the plan, which is scheduled for Nov. 29. Objections to the disclosure statement must be filed no later than seven days prior to the hearing. If no objections are filed, the conditional approval of the disclosure statement will become final. About Leverette Tile Leverette Tile, Inc., based in Hudson, Florida, is a kitchen and bath remodeling contractor and a granite countertop and cabinet fabricator. Leverette Tile filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07840) on Sept. 5, 2017. Brian Leverette, president, signed the petition. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel to the Debtor while Donica Law Firm, PA, and Herbert R. Donica, Esq., serve as special counsel. No official committee of unsecured creditors has been appointed. LORRAINE HOTEL: Bankr. Court Dismisses Chapter 11 Bankruptcy Case ----------------------------------------------------------------- Bankruptcy Judge Mary Ann Whipple entered an order dismissing Lorraine Hotel 2017 LLC's chapter 11 case. The court held an evidentiary hearing on Oct. 17, 2018, on the Emergency Motion to Dismiss Chapter 11 Case filed by the United States Trustee, in which parties in interest One Wheel Equities, LLC and Your Vanguard Investments, LLC joined. The chapter 11 case was commenced on August 30, 2018, as a small business, single asset real estate case after commencement of an action against Debtor in state court seeking, among other relief, appointment of a receiver. Debtor owns and operates a hotel with 93 licensed rooms, approximately 54 of which are presently rentable. Debtor's representative, Ronald Wilson, testified at the hearing that the hotel is Debtor's primary asset and, without it, Debtor has nothing. While the court has taken the motion under advisement, one of the several grounds for dismissal raised by the UST is Debtor's lack of casualty insurance. The allegations in the motion regarding lack of customary and appropriate insurance coverage given the business involved are what caused the court to consider it on an emergency basis. At the hearing, Debtor provided a Certificate of Liability Insurance, which Wilson testified represents the only insurance policy maintained by Debtor and which he believes includes a property insurance component in the event the hotel is destroyed. However, the existence of insurance coverage on the hotel property cannot be determined from the certificate, and satisfactory documentary proof of such insurance on the hotel, which ought to be readily available, was not otherwise provided at the hearing. Appropriate insurance coverage is of paramount importance in this Chapter 11 case given the single asset nature and the operations of the business as a struggling downtown hotel. Appropriate insurance includes casualty insurance on the hotel property as well as liability insurance in order to reduce risk of loss to the bankruptcy estate and the public. Failure to maintain such insurance is cause for dismissal. The Court finds cause for dismissal exists as Debtor failed to provide evidence of appropriate insurance. No party requested conversion or the appointment of a trustee as an alternativeDebtor, having failed to provide evidence of appropriate insurance, to the case being dismissed. The court finds that absent evidence of adequate insurance coverage, neither conversion nor appointment of a trustee is appropriate. At the time of filing, Debtor's liquid assets included only $127 in its checking account. Debtor has filed no cash-flow statements or other financial statements as required under section 1116(1). However, Wilson testified that Debtor has been operating at a loss. To the extent that additional insurance must be purchased, there appear to be no funds to do so. If Debtor had the funds to insure the real property, the court would have seen evidence of such coverage by now. A copy of the Court's Order dated Oct. 22, 2018 is available for free at: http://bankrupt.com/misc/ohnb18-32764-40.pdf About Lorraine Hotel Lorraine Hotel 2017 LLC is a privately held company in Toledo, Ohio, that operates a hotel. The company filed as a Single Asset Real Estate Debtor. It is the owner (land contract) of a 147-room Hotel located at 1117 Jefferson Ave Toledo, Ohio, valued by the company at $5.1 million. Lorraine Hotel filed for chapter bankruptcy protection (Bankr. N.D. Ohio Case No. 18-32764) on August 31, 2018, listing its total assets at $5,143,477 and total liabilities $923,175. The petition was signed by Ronald Wilson, managing general partner. MAGAR MAGAR: Sale of Syringa Mobile Home Park Denied w/o Prejudice ------------------------------------------------------------------ Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington denied without prejudice the sale by Magar Edward Magar, deceased, of the real property commonly known as Syringa Mobile Home Park located at 4600 Robinson Park Road, Moscow, Idaho, to Philip T. Rheingans for $305,000. A hearing on the Motion was held on Oct. 9, 2018. At the hearing, the Court expressed a variety of concerns with the proposed sale of Syringa. Its concerns included a lack of communication between the various parties as to the nature of the offer, the limited disclosure of the actual terms of the sale, questions of ownership and corresponding impact on nature of the sale order, and a lack of disclosure concerning the potential implications for the settlement agreement involving Syringa. The Court also noted that despite appointing a Chapter 11 Trustee, the Debtor continues to act on behalf of the estate without direct consultation of the Trustee. Having considered the motion to sell Syringa, the arguments of the parties, and the other documents and pleadings made a part of the record, the Court concludes that it cannot grant the motion at this time. Accordingly, the proposed sale is denied as to Syringa only without prejudice to the ability to file a renewed motion to sell the property. The case is In re Magar Edward Magar (Bankr. W.D. Wash. Case No. 15-41415). MDVIP LLC: S&P Affirms 'B' Rating Amid $75MM Incremental Loan ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on Boca Raton, Fla.-based MDVIP LLC's senior secured debt following the company's announcement that it will issue an incremental $75 million first-lien term loan. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P revised the rounded recovery estimate to 50% from 65% to reflect the increased proportion of first-lien debt in the company's capital structure. The company will use the proceeds from the incremental term loan, along with $23 million of balance sheet cash, to repay its existing second-lien term loan. S&P intends to withdraw its ratings on the second-lien term loan when the transaction closes and the debt is repaid. All of S&P's other ratings on MDVIP, including the 'B' issuer credit rating, remain unchanged. S&P views the revised transaction as leverage neutral and continue to forecast that the company will have a debt-to-EBITDA metric of about 6x in 2019. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- MDVIP's capital structure consists of a $25 million first-lien revolver and a $290 million first-lien term loan. -- The obligations under the credit agreement are secured by all material assets of the borrowers and guarantors. -- S&P assumes the revolver will be 85% drawn, LIBOR of 250 basis points, and a 150 basis point margin increase at default following a covenant breach. -- Given the company's market-leading position and the continued demand for its services, S&P believes that it would remain a viable business and would therefore reorganize rather than liquidate following a payment default. -- S&P valued the company on a going-concern basis using a 5.5x multiple of our projected emergence EBITDA. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $31.7 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net emergence value (after 5% admin. costs): $165.7 million -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to first-lien lenders: $165.7 million -- First-lien debt: $315.2 million --Recovery expectations: 50%-70% (rounded estimate: 50%) RATINGS LIST MDVIP LLC Issuer Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged To From MDVIP LLC Senior Secured US$25 mil revolving bank loan due 2022 B B Recovery Rating 3(50%) 3(65%) US$290 mil 1st lien term loan due 2024 B B Recovery Rating 3(50%) 3(65%) MEEKER NORTH: PCO Files 2nd Report ---------------------------------- William J. Whited, Oklahoma State Long-Term Care Ombudsman, having been appointed Patient Care Ombudsman for Meeker North Dawson Nursing, LLC, filed a second report to the Court pursuant to 11 U.S.C Section 333. The Report disclosed that multiple visits have been made by the designated Ombudsman staff. During the visits by the designees, the Ombudsman noted the following: 1. The facility was meeting the care needs of the residents during each visit; 2. The facility has met the minimum staffing ratios set forth in Oklahoma Nursing Home Care Act; 3. All supplies and food stocks have been adequate during each visit; 4. No complaints relating to care have been received by the Office of the State Long-Term Care Ombudsman during this reporting period, and 5. A review of survey and complaint information from the Oklahoma State Department of Health indicates no substantiated complaints or deficiencies have been issued since the appointment of the patient care Ombudsman. A full-text copy of the PCO's Second Report is available for free at: http://bankrupt.com/misc/ganb18-56883-79.pdf About Meeker North Dawson Nursing Meeker North Dawson Nursing, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-56883) on April 24, 2018. In the petition signed by Christopher F. Brogdon, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Theodore N. Stapleton P.C. serves as its legal counsel; and Synergy Healthcare Resources, LLC, as its financial advisor. Daniel M. McDermott, the U.S. Trustee for Region 21, appoints William J. Whited as the patient care ombudsman in the Chapter 11 case of Meeker North Dawson Nursing, LLC. MESAW LLC: May Continue Using Cash Collateral Until Nov. 30 ----------------------------------------------------------- The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has entered a sixth interim order authorizing Mesaw, LLC, to use the cash collateral in the ordinary course of its business until Nov. 30, 2018, consistent with the budget. The next interim hearing for the continued use of cash collateral is scheduled for Nov. 20, 2018 at 10:00 a.m. prevailing Eastern Time. As adequate protection for Debtor's use of cash collateral, the Secured Creditors are granted: (a) A replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Secured Creditors' cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's postpetition collateral, and proceeds thereof, that the Secured Creditors held in the Debtor's prepetition collateral. (b) The Debtor is directed to maintain and preserve the affected assets to include making all necessary repairs and maintaining sufficient insurances. (c) As further adequate protection, the Debtor will make payments to Bank of New Jersey as follows: (i) payment in the amount of $1,900 on or before Oct. 15, 2018; and (ii) payment in the amount of $1,900 on or before Nov. 15, 2018. (d) Pursuant to Section 507(b) of the Bankruptcy Code, the Secured Creditor will have a superpriority administrative expense claim to the extent the adequate protection provided proves insufficient to protect the Secured Creditor's interest in and to the cash collateral, senior to any and all claims against the Debtor. (e) The Debtor will provide bi-weekly periodic accounting to the Secured Creditor, setting forth the cash receipts and disbursements made by the Debtor. In addition, the Debtor will provide the Secured Creditor all other reports required by the prepetition loan documents and any other reports reasonable required by the Secured Creditor, as well as copies of the Debtor's monthly U.S. Trustee operating reports. (f) The Debtor will permit such creditor and any of its agents reasonable and free access to the Debtor's records and place of business, to verify the existence, condition and location of collateral in which said creditor holds a security interest and to audit Debtor's cash receipts and disbursements. A full-text copy of the Sixth Interim Order is available at http://bankrupt.com/misc/njb17-32925-64.pdf About Mesaw, LLC Mesaw, LLC -- http://www.clubbarks.com/-- does business as Club Barks in Little Falls, New Jersey. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-32925) on Nov. 13, 2017. Stephen Anatro, its managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Scura, Wigfield, Heyer, Stevens & Cammarota, LLP as its legal counsel, and Kotulak & Company, P.C., as its accountant. MIRARCHI BROTHERS: Plan Outline Okayed, Plan Hearing on Dec. 12 --------------------------------------------------------------- Mirarchi Brothers, Inc. is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Jean FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania on Oct. 18 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a Nov. 30 deadline for creditors to file their objections and a Nov. 27 deadline to submit ballots of acceptance or rejection of the plan. A court hearing to consider confirmation of the plan is scheduled for Dec. 12, at 12:30 p.m. The hearing will take place at Courtroom 3. About Mirarchi Brothers Mirarchi Brothers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-12534) on April 8, 2016. The petition was signed by Ralph Minarchi, Jr., president. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Jean K. FitzSimon. The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi & Astin, P.C. Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained the law firm of Saul Ewing LLP as its counsel, and Bederson LLP as its accountant. MOHDSAMEER ALJANEDI: PCO Files 7th Interim Report ------------------------------------------------- Tamar Terzian, as the successor Patient Care Ombudsman (PCO) for Mohdsameer Aljanedi Dental Corporation, dba Beachside Dental Group, filed a seventh interim report for the period of August 1, 2018 to October 1, 2018. The PCO recommends that the Debtor maintain all survey/audit materials for review and assure all patient records show signature of receipt of Patient's Rights. The PCO concluded that, for the seventh interim period, the Debtor is in compliance and the PCO finds that all care provided to the patients by Beachside Dental Group is within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A copy of the PCO's Seventh Interim Report is available for free at: http://bankrupt.com/misc/cacb18-14089-166.pdf About Mohdsameer Aljanedi Dental Beachside Dental Group is a multi-specialty dental company offering a wide range of dental services, including general and cosmetic dentistry, dental sedation, periodontics' gum specialist, orthodontics, endodontics, oral surgery, pedodontics, prosthodontics, and laser dentistry. The Company's gross revenue amounted to $1.65 million in 2016 and $1.50 million during the year prior that. Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental Group, previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 13-30138) on Aug. 9, 2013. Mohdsameer Aljanedi Dental again filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The petition was signed by Mohdsameer Aljanedi, president. At the time of filing, the Debtor disclosed $1.50 million in total assets and $3.78 million in liabilities. The case is assigned to Judge Mark S. Wallace. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. On October 20, 2017, the Court approved the appointment of Constance R Doyle as Patient Care Ombudsman for Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental Group. NABROS INDUSTRIES: Moody's Alters Ratings Outlook to Stable ----------------------------------------------------------- Moody's Investors Service hanged Nabors Industries Inc.'s rating outlook to stable from negative and concurrently downgraded its senior unsecured notes to B1 from Ba3. The company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, SGL-2 Speculative Grade Liquidity Rating and NP commercial paper rating were affirmed. "The stable outlook reflects the company's improving credit trends from weak levels and our expectation of more supportive drilling industry conditions in 2019," said Sajjad Alam, Moody's Senior Analyst. "The unsecured notes were downgraded in light of Nabors' new $1.267 billion revolving credit facility that has subsidiary guarantees and a priority claim over the unsecured notes." Issuer: Nabors Industries Inc. Outlook action: Changed to Stable from Negative Ratings downgraded: Senior Unsecured Notes, Downgraded to B1 (LGD4) from Ba3 (LGD4) Ratings affirmed: Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Unsecured Commercial Paper, Affirmed NP RATINGS RATIONALE Nabors Industries Inc.'s Ba3 CFR reflects its elevated but improving financial leverage, increasing rig margins and cash flow from weak levels, and large and diversified international footprint, which has historically provided earnings stability in an inherently cyclical industry. The rating also considers Nabors' high quality rig fleet, advanced drilling capabilities, as well as the highly competitive nature of the contract drilling industry. Quarterly earnings have risen steadily since early-2017 and Moody's expects further earnings recovery through 2019 as fleet utilization and rig rates continue to move higher, albeit at a gradual pace. Upstream companies are likely to modestly bump up capital spending in 2019 on the back of firmer oil price fundamentals. However, Nabors will have to contend with a heavy debt burden and $1.4 billion of debt maturities through 2021. While higher earnings and equity issuances have helped the company reduce its leverage, the debt/EBITDA ratio was still elevated at 5.3x as of June 30, 2018 (including Moody's adjustments and July 2018 debt repayment). Moody's base expectation is that Nabors' overall credit profile will continue to improve through 2019, but any material slowdown in US rig activity or increase in capex will delay free cash flow generation and potential debt reduction. Nabors continues to pay roughly $80 million in annual cash dividends, which also limits its ability to reduce debt. Nabors' senior unsecured notes are rated B1, one notch below the Ba3 CFR given the priority position of the new $1.267 billion unsecured revolver, which has upstream guarantees from substantially all rig and rig-related asset owning subsidiaries in addition to having a downstream guarantee from the ultimate parent - Nabors Industries Ltd. The notes and the remaining $666.25 million revolving credit facility only have a downstream guarantee from Nabors Industries Ltd. Nabors should have good liquidity through 2019, which is reflected in the SGL-2 rating. As of June 30, 2018, the company had $637 million in cash and short-term investments, and Moody's expects Nabors to generate a modest amount of free cash flow through 2019 after covering capex, dividends and working capital. Nabors issued a significant amount of debt and equity and realigned its revolving credit facility in 2018 to reduce refinancing risk. On October 11, 2018, Nabors reduced its existing revolving credit facility maturing in July 2020 to $666.25 million from $2.25 billion, and entered into a new $1.267 billion unsecured revolving credit facility that will mature in October 2023. The company has $1.4 billion of debt maturities through 2021, which Moody's expects management will address in a timely manner. The CFR could be upgraded to Ba2 if Nabors can reduced debt and sustain the debt/EBITDA ratio below 4x in a stable to improving industry environment. The CFR could be downgraded if the Debt/EBITDA ratio rises above 6x. Nabors Industries Inc., based in Houston, Texas, is the largest global land drilling contractor with operations in 20 countries, including several offshore markets. The principal methodology used in this rating was Global Oilfield Services Industry Rating Methodology published in May 2017. NEIMAN MARCUS: Moody's Cuts CFR to Caa3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service downgraded Neiman Marcus Group LTD LLC's Corporate Family Rating to Caa3 from Caa2 and its Probability of Default Rating to Ca-PD from Caa2-PD. The company's Speculative Grade Liquidity rating is affirmed at SGL-2. The outlook is changed to stable from negative. "The downgrade of NMG's Corporate Family Rating reflects its unsustainable leverage levels and short dated maturity profile despite its improved operational performance in the face of a healthy North America luxury market", says Christina Boni, Vice President. "Despite good liquidity, overall leverage levels remain well above what can be refinanced and a quick return to peak EBITDA unlikely." Downgrades: Issuer: Neiman Marcus Group LTD LLC Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD Corporate Family Rating, Downgraded to Caa3 from Caa2 Senior Secured Bank Credit Facility, Downgraded to Caa2 (LGD2) from Caa1 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD4) from Caa3 (LGD5) Issuer: Neiman Marcus Group, Inc.(The) (Old) Senior Secured Regular Bond/Debenture, Downgraded to Caa2 (LGD2) from Caa1 (LGD3) Affirmations: Issuer: Neiman Marcus Group LTD LLC Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Issuer: Neiman Marcus Group LTD LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE Neiman Marcus Group's credit profile is constrained by its very high leverage as a result of the 2013 acquisition by Ares Management and the Canada Pension Plan Investment Board. Leverage (Moody's adjusted debt/EBITDA) was 9.9 times and interest coverage (Moody's adjusted EBITA/interest expense) at 0.7 times for NMG's annual ended July 28, 2018. Its movement of certain assets to unrestricted subsidiaries in March 2017 reduced its collateral base for its outstanding debt obligations. Partly mitigating NMG's very high leverage is its positive view of Neiman's well-known reputation, strong execution historically, and leading position in the luxury apparel market. Neiman's core customer typically has the means to spend but its participation is dependent on the customer's desire to purchase. Although Neiman has good liquidity, time is diminishing to improve its operating performance significantly before its term loan maturing in October 2020 must be refinanced. Despite a healthy luxury market in North America, current secular trends forcing additional investment will make it difficult to return to peak EBITDA levels. Although recent sales trends have improved, increasing demands from the luxury customer for newness and exclusivity in product in the face of increased price transparency continue to require meaningful changes to its business model. Rating Outlook The stable outlook reflects its view that the need to optimize its capital structure, increases the risk of its financial policy. It also incorporates its expectation that NMG will continue to improve its operating performance. Leverage is expected to decline but remain at unsustainable levels. What Could Change the Rating - Up Ratings could be upgraded if NMG demonstrates the ability and willingness to achieve and maintain debt to EBITDA below 7.5 times and EBITA to interest expense above 1.0 times. What Could Change the Rating - Down Ratings could be downgraded should liquidity materially deteriorate or if free cash flow becomes meaningfully negative. Neiman Marcus Group LTD, LLC is headquartered in Dallas, TX, operates 42 Neiman Marcus stores, 2 Bergdorf Goodman stores, and 24 off-price stores under the "Last Call" brand as well as an online and catalog presence. Total revenue is around $4.9 billion. The company was acquired by Ares Management LLC and the Canada Pension Plan Investment Board in October 2013 in a transaction valued at approximately $6 billion.. The principal methodology used in these ratings was Retail Industry published in May 2018. NEWARK SPECIAL: Stipulation on Interim Cash Collateral Use Approved ------------------------------------------------------------------- The Hon. Neil W. Bason the U.S. Bankruptcy Court for the Central District of California has entered an order granting Newark Special Technology Inc.'s motion to approve stipulation regarding interim use of cash collateral. A continued hearing on the further use of cash collateral will be held on Nov. 6, 2018 at 1:00 p.m. Secured creditor State Bank of India (California) and purported secured creditors Deepak Krishan, Manhar Patel, and Vinu Patel are each granted minimum adequate protection, in addition to the post-petition security interests that are automatically provided pursuant to 11 U.S.C. 552: (a) Insurance. For all collateral of a type that typically is insured (e.g., real property and improvements), the Debtor is directed to maintain insurance in a dollar amount at least equal to the Debtor's good faith estimate of the value of such Creditor's interest in the collateral, and such insurance will name such creditor as an additional insured. The Debtor is directed to remain current on payments for such insurance. (b) Taxes. The Debtor is directed to remain current on payments on account of post-petition real estate taxes (to the extent that real estate is part of the collateral); (c) Disclosures/access. The Debtor is directed to provide, upon such Creditor's reasonable request, periodic accountings of the foregoing insurance and tax obligations and payments, as well as post-petition proceeds, products, offspring, or profits from the collateral, including gross revenues and expenses and a calculation of net revenues, including any rents and any fees, charges, accounts, or other payments for the use or occupancy of rooms and other public facilities in lodging properties. The Debtor is directed to provide appropriate documentation of those accounting, and access for purposes of inspection or appraisal. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb18-18929-37.pdf About Newark Special Technologies Established in 1958, Newark Special Technologies, Inc., doing business as Magorien Honing and Hydraulics, is in the business of high precision I.D. contract honing. The Company has also incorporated an in-house division for deep hole gun drilling, trepanning and boring. The Company has recently merged with Modern Hydraulic Technology to offer efficient and economical solutions for building new hydraulic presses, modifying and repairing presses, and complete overhauling of presses and cylinders. Newark Special Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-18929) on Aug. 2, 2018. In the petition signed by Batuk Viradia, president, the Debtor disclosed $125,800 in total assets and $1,023,154 in total liabilities. Judge Neil W. Bason presides over the case. Joseph L. Pittera, Esq., at the Law Offices of Joseph L. Pittera, is the Debtor's counsel. NGL ENERGY: S&P Alters Outlook to Stable & Affirms 'B+' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on NGL Energy Partners L.P. to stable from negative. At the same time, S&P Global Ratings affirmed its 'B+' long-term issuer credit and senior unsecured debt ratings on the partnership. The recovery rating on the senior unsecured debt remains '4', indicating its expectation for average (30%-50%; rounded estimate 30%) recovery in a default scenario. S&P Global Ratings also affirmed its 'BB' issue-level rating on NGL's senior secured debt. The recovery rating on the debt remains '1' reflecting its expectation for very high (90%-100%; rounded estimate 95%) recovery. The outlook revision reflects improving leverage from efforts that have included the partnership using proceeds from asset sales to pay down balances on the revolving credit facility, repurchasing its debt on the open market, and redeeming senior notes. In addition, the asset sales have improved NGL's liquidity position, making available capital for growth spending especially in the partnership's water solutions and crude logistics business segments. In July 2018, NGL sold the retail propane business for about $900 million, of which it used $800 million to pay down revolving credit facility balances. In addition, in mid-October 2018, the partnership redeemed $367.05 million of the 6.875% senior notes due 2021. This is in addition to the opportunistic open market repurchases of about $221 million of senior unsecured notes in fiscal 2018 at an average price of 98.22% of par, reducing debt; and annual interest savings of about $14.4 million a year. This is resulting in projected adjusted credit metrics improving to 4.5x-5.0x over our 12-month outlook period, compared with 7.9x and 6.7x at fiscal year-end 2017 and 2018, respectively. S&P said, "The stable outlook reflects our expectation that the partnership will generate the majority of its cash flows from fee-based cash flows and successfully execute its growth initiatives while maintaining adequate liquidity and an adjusted debt-to-EBITDA ratio of 4.5x-5.0x over our 12-month outlook period. We could lower the ratings if NGL's liquidity deteriorates or if we expect adjusted debt to EBITDA to stay above 5x and the distribution coverage ratio consistently below 1x. This could occur if shippers on the Grand Mesa Pipeline don't meet their contractual obligations or if there is further operational under-performance in the refined products business segment. We could also lower the rating if the partnership's commodity price exposure increases or if it pursues predominantly debt-funded acquisitions that lead to adjusted leverage above 5x. "We could consider a positive rating action if the partnership continues its deleveraging efforts and adjusted debt-to- EBITDA stays below 4.5x and if the percentage of fee-based cash flows improves such that commodity price risk diminishes. This could result from operational performance in line or better than forecasts, additional cash flows from capital projects under development, and the use of any excess cash flows to pay down debt." NY COMMUNITY BANCORP: S&P Lowers ICR to BB+, Outlook Stable ----------------------------------------------------------- S&P Global Ratings said it lowered its long-term issuer credit rating (ICR) on New York Community Bancorp (NYCB) to 'BB+' from 'BBB-'. The outlook is stable. S&P also lowered the ICR on its main bank subsidiary, New York Community Bank, to 'BBB-/A-3' from 'BBB/A-2'. The outlook is stable. S&P said, "Our downgrade follows the news that NYCB plans to repurchase up to $300 million common shares funded by a like amount of subordinated debt. While opportunistic, we view the move to reduce its capital cushion as financially aggressive because we expect the company to face more earnings pressure from rising interest rates and its liability-sensitive balance sheet. Because subordinated debt is included in regulatory total capital, the reduction in common equity would not affect the company's commercial real estate (CRE) concentration level which is limited to 850% of total capital. "Our stable outlook assumes that the company will maintain its strong niche market position in rent-regulated multifamily lending, as well as its track record of very good asset quality over the next two years. We also assume that net income will continue to be pressured by high funding costs but will be at relatively stable, moderate levels. Although we expect that capital ratios will decline, we believe that the RAC ratio will stay in the mid-range of the 7-10% that we consider adequate. "We could lower the ratings if the company's earnings were further pressured to the extent that capital ratios were substantially weakened. We could also lower the rating based on a deterioration in asset quality or a substantial increase in loan loss provisions--which we do not expect because loan credit quality has held up well in past credit cycles. We could also lower the ratings if NYCB stepped up growth in non-multifamily CRE and loosened its underwriting standards to drive growth. Other negative factors could include an acquisition, which might increase the risk of the franchise, although we do not expect this in the near term. "We could raise the ratings if we believe that the company's interest rate risk has declined, the NIM has stabilized, earnings visibility improves, and we expect net income generation to improve. We would also need to see somewhat improved funding ratios and the company's maintenance of adequate capital and liquidity ratios." OFF THE GRID: Seeks Approval of Cash Collateral Stipulation ----------------------------------------------------------- Off the Grid, LLC, and Centrally Grown Holdings, LLC, seek approval from the U.S. Bankruptcy Court for the Central District of California of the stipulation regarding use of cash collateral. The secured lienholders, collectively, the Lender, are: John S. Keese or Pamela L. Keese, Trustees of The John S. Keese Family Trust as to an undivided 50.980392% interest; Philip E. Guldeman and Candace F. Guldeman, Trustees of The Guldeman Family Trust as to an undivided 14.901961% interest; Philip E. Guldeman or Candace F. Guldeman, Trustees of The Paradise Real Estate Solo 40l(K) Trust F.B.O. Philip E. Guldeman as to an undivided 4.705882% interest; Larry Ronald Schmidt and Victoria Ann Schmidt Husband and Wife as community property as to an undivided 12.352941% interest; Paul C. Bunker and Diana G. Bunker, as Trustees of The Bunker Family Trust Dated November 6, 2013 as to an undivided 9.803922% interest; Christopher A. Connors and Sharon D. Connors, Trustees of The Connors Revocable Trust as to an undivided 5.882353% interest; Barry Purchase, a married man as his sole and separate property as to an undivided 1.372549% interest. The Lender holds a first position deed of trust on the real property located at 2220 Noel Way, San Simeon, California ("2220 Noel Property") and the real property commonly known as 7432 Exotic Garden Drive, Cambria, CA 93428 ("Exotic Garden Property"), in the original principal amount of $2,550,000, which is secured by, Assignments of Rents, and cross-collateralized against the 2220 Noel Property, and the Exotic Garden Property. The Lender is the holder of a note and beneficiary of a Deed of Trust and assignment of rents secured by the 2220 Noel Property and a Deed of Trust secured by the Exotic Garden Property. Lender's obligations are serviced by San Luis Financial, Inc. The Debtors agree that the proceeds are the cash collateral of Lender. Debtor further agrees that the Assignment of Rents clause is deemed to be fully perfected without further action necessary by Lender. The Debtor contends that Lender is oversecured by the cross-collateralization between the two real properties and that the equity cushion alone provides adequate protection for purposes of 11 U.S.C. Section 361. The Debtors contend that they must use the Lender's cash collateral to continue to manage and operate 2220 Noel Property and the Exotic Garden Property and preserve its estates. Pursuant to the Stipulation, the Debtor is permitted to use cash collateral subject to these terms and conditions: (a) During the period from October 12 to November 23, 2018, the Debtors may use cash collateral as set forth in the Stipulation or in the Budget to pay ordinary, necessary and reasonable operating expenses incurred by the Debtor in connection with operating the 2220 Noel Property, and the Exotic Garden Property, respectively, and if necessary, to exceed the amounts specified in the Budget by no more than 20% per month for any specific line item. (b) The Debtors are authorized to pay miscellaneous or emergency expenses, not to exceed $1,200 for the period of October to November 23, 2018 without the need for separate Court approval according to the following procedure -- the Debtor will submit information to Lender setting forth the identity of the vendor, a description of the expense to be paid, the proposed cost, and the reason for the expenditure to Lender prior to making the expenditure. (c) The Debtors will maintain property, casualty, and liability insurance coverage with respect to the 2220 Noel Property, and the Exotic Garden Property. The Debtors will promptly furnish Lender with proof of such insurance. In the event that the agreed-upon coverage is allowed to lapse for any reason, Lender may force-place insurance coverage -- which constitutes an event of default under the Stipulation. (d) Lender is granted a valid, perfected and enforceable replacement lien on assets of the same like and kind, and with the same priority as Lender's prepetition security interests. The replacement lien will secure Lender's obligation in full. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb18-11352-84.pdf About Off the Grid Founded in 2009, Off The Grid LLC is a privately-held company in San Simeon, California, that leases real estate properties. Centrally Grown Holdings, LLC owns the Centrally Grown restaurant and bar, which serves craft cocktails, local beers and wine. Both companies are affiliates of Red Mountain Farms, LLC. Off The Grid sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10399) on March 20, 2018. Centrally Grown Holdings filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-10624) on April 24, 2018. Red Mountain Farms, LLC sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-10202) on Feb. 14, 2018. The cases are jointly administered under Case No. 18-10399. These cases were dismissed without a bar to refiling on or about July 25, 2018. Debtors were represented by Finney Arnold, LLP as debtor counsel in filing their voluntary petitions. On Aug. 17, 2018, the Debtors sought protection under Chapter 11 of the Bankruptcy Code -- Off The Grid, LLC (Bankr. C.D. Cal. Case No. 18-11352); Centrally Grown Holdings (Bankr. C.D. Cal. Case No. 18-11353); and Red Mountain Farms, LLC (Bankr. C.D. Cal. Case No. 18-11354) -- on Aug. 17, 2018. The cases are jointly administered under Case No. 18-11352. In the petitions signed by David Robertson, member, Off The Grid estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Centrally Grown Holdings estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Deborah J. Saltzman presides over the cases. POST EAST: Judge Signed Fifteenth Cash Collateral Order ------------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut signed a 15th order authorizing Post East, LLC, to use rentals or other funds that may constitute cash collateral in which Connect REO, LLC, asserts secured interests. A continued hearing on Debtor's use of cash collateral will commence on Nov. 28, 2018 at 10:00 a.m. The Debtor is authorized to use rentals or other funds that may constitute cash collateral in which Connect REO, LLC, asserts secured interests, and that such use, or escrow for future use, may be up to the total amount of expenses projected to be $11,816 for October 2018 and $11,816 for November 2018 of cash and rental proceeds in accordance with the budget. The sum includes two monthly adequate protection payments of up to $7,500 each payable to secured creditor Connect REO. The Debtor is allowed up to 10% overage in any category without further order, for the period from October 1, 2018 through November 30, 2018, or through the occurrence of the Effective Date of a confirmed plan of reorganization or dismissal of the case, whichever is earlier. Connect REO is granted secured interests in all post-petition rents and leases as the same may be generated to the extent the interest of Connect REO in such cash collateral may be proven, and to the extent such cash collateral is used. However, such post-petition secured interest will be subordinate to all Chapter 11 quarterly fees that will become due pursuant to 28 U.S.C. Section 1930(a)(6). A full-text copy of the Fifteenth Order is available at http://bankrupt.com/misc/ctb16-50848-351.pdf About Post East Post East, LLC, owns real estate at 740-748 Post Road East, Westport, Connecticut. The property is a commercial real estate which presently has seven leased spaces. The secured creditor is Connect REO, LLC, which is owed $1,043,000. Post East filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 16-50848) on June 27, 2016. In the petition signed by Michael F. Calise, member, the Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor's bankruptcy counsel is Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger LLC. The Debtor's mortgage broker is Richard J. Chappo of Chappo LLC. PRIME PROPERTY: Renovation and Sale of Two Properties Disclosed --------------------------------------------------------------- Prime Property Investments, LLC, filed its first amended small business disclosure statement relating to its chapter 11 plan dated Oct. 18, 2018. According to the first amended disclosure statement, the Debtor has narrowed the company focus to the renovation and sale (or rental) of its two properties and supporting that effort by performing short-term renovation projects on other properties since April 2018. Both properties are currently suitable for rental but in need of some more renovation to get the sale value at the higher end for each neighborhood. Debtor has improved the Flamingo property with a new roof, cabinets and flooring. It has been leased for $1,150 per month. These payments are being made to Hunter Kelsey II as adequate protection payments. Debtor plans to install upgrades exterior lights, replace the siding with HardiePlank, paint the exterior and add a carport. Debtor expects the market value of the home could be $130k after these improvements. Debtor needs to do more renovation on Howcher. A renter as agreed to lease the property for $800/mo starting in November 2018 with the understanding that Debtor will be doing interior renovations during daylight hours. Debtor plans to increase the master bedroom size by expanding the bedroom into the office area. The master bath will be increased in size also and will be renovated with upgraded flooring and tub/shower. Debtor plans to convert the garage into a living space and add a carport. The entire home will be repainted and damaged doors replaced. Debtor expects the market value of the home could be $147k after these improvements and the rental value should increase to $1,200/mo or more. A copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/txsb18-32268-44.pdf About Prime Property Investments, LLC Prime Property Investments, LLC is a Texas Limited Liability Company that holds record title to two single family dwellings (the "Dwellings") in the Houston area, namely 5139 Howcher and 5739 Flamingo. Its primary business is the renovation and sale of single family dwellings but from time-to-time its business also involves renting real property. Prime Property Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32268) on April 30, 2018. In the petition signed by Thomas Miller, managing member, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Robert Francis Gilbert, Esq., at Gilbert Mandke PLLC. PUREWAL BLUEBERRY: Court Continues NOI Proceedings Under CCAA ------------------------------------------------------------- A continuation of proceedings order was granted which continued the Notice of Intention to Make a Proposal Proceedings ("NOI") for Purewal Blueberry Farms Ltd. under the Companies' Creditors Arrangement Act. As part of the Intital CCAA Order, FTI Consulting was discharged as Proposal Trustee and appointed as Monitor under the CCAA Proceedings. All orders granted by the Supreme Court of British Columbia in the NOI Proceedings, including but not limited to the Sales Process Order and the Claims Process Order, are continued under the CCAA Proceedings. The comeback hearing for ancillary relief will be held on Nov. 2, 2018. In addition, an order approving a stalking horse agreement of purchase and sale ("SH APA") was granted by the Court. As a result, the timelines noted in the Bidding Procedures which were detailed in the Sales Process Order have now been amended. The deadline for the submission of offers in the revised form of the SH APA is now been set as Nov. 9, 2018. All inquiries in regards to the Sales Process should be made to: Craig Munro Managing Director FTI Consulting Inc 555 Burrard St. Office 15-131 Vancouver, BC V7X 1M8 Tel: +1 604 601 5699 Cel: +1 604 365 8953 Email: craig.munro@fticonsulting.com According to court documents, 0801226 B.C. Ltd. was approved as the stalking horse bidder pursuant to the bidding procedures order granted by the Court on July 5, 2018, in Vancouver Registry Action No. B-180285 and the offer to purchase and agreement of purchase and sale dated Oct. 4, 2018, between the stalking horse bidder and Purewal Blueberry. On July 5, 2018 the Proposal Trustee sought and was granted a claims procedure Order authorizing the Proposal Trustee to initiate claims procedures to allow Purewal Blueberry Farms Ltd., 0726357 BC Ltd., 0726365 BC Ltd., and 0726368 BC Ltd. creditors to submit claims against the Companies and for the nature, quantum, validity and enforceability of such claims to be reviewed. Instructions for creditors with respect to the Claims Procedures including a proof of claim form can be found in the "Claims Process" section on the menu to the left. The Claims Bar Date for submitting a claim was on Aug. 15, 2018. The monitor can be reached at: FTI Consulting Inc. Suite 15 -131, 555 Burrard St. Vancouver, BC V7X 1M8 Attention: Craig Munro Tel: 605-601-5699 Email: craig.munro@fticonsulting.com Counsel for the monitor: Cassels Brock & Blackwell LLP 2200-885 West Georgia St. Vancouver, BC V6C 3H8 Attention: Mary Buttery, Esq. Lance Williams, Esq. Tel: 604-691-6118 Email: mbuttery@casselsbrock.com lwilliams@casselsbrock.com Counsel for Purewal Blueberry: Clark Wilson LLP 900-885 West Georgia St. Vancouver, BC V6C 3H1 Attention: Chris Ramsay, Esq. Katie G. Mak, Esq. Deborah Hamann-Trou Tel: 604-687-5700 Fax: 604-687-6314 Email: CRamsay@cwilson.com KMak@cwilson.com DHamann-Trou@cwilson.com A copy of the initial order and copies of materials filed in the restructuring proceedings are available on the Monitor's website at http://cfcanada.fticonsulting.com/purewal/ RAGGED MOUNTAIN: Seeks Access to Cash Collateral Until Jan. 31 -------------------------------------------------------------- Ragged Mountain Equipment, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Hampshire to use cash collateral for the fourth interim period from Nov. 1, 2018 to Jan. 31, 2019. The Debtor only proposes to use cash collateral for direct benefit of preserving the business during the Fourth Interim Period. The Debtor anticipates its inventory and receivables will be replaced dollar for dollar with new inventory and receivables so that the value of cash collateral will remain stable or increase during the Fourth Interim Period. The Debtor contends it has accumulated a significant amount of debt over the past several years which it needs to be compromised in the bankruptcy case. Most of the debt is unsecured debt. But the Debtor does have several prepetition secured creditors with liens on its assets. Some of these lenders have claimed they are actually factors, but they are junior in priority to senior secured lenders. The Debtor believes that its first lien holder, Eastern Bank, is owed approximately $330,000, and the Debtor's second "all asset" lien holder is Northway Bank, which is owed approximately $100,000 on a line of credit. The Debtor believes these are the only secured creditors whose liens could possibly attach to any assets. The Debtor has previously reached an agreement with Eastern Bank and Northway Bank for use of cash during the first and second interim periods, through Oct. 31, 2018. The Debtor has also agreed to pay Eastern Bank $500 per week and Northway Bank $1,000 per month as well as comply with some reporting requirements. The Debtor asserts it has performed its obligations during the first, second and third interim periods. The Debtor does not yet have the agreement of Eastern and Northway for use of cash during the Fourth Interim Period. Accordingly, the Debtor seeks to continue the terms of use of cash collateral with Northway Bank and Eastern Bank during the Fourth Interim Period on the same terms and conditions and has submitted identical stipulations attached to the proposed order for the Fourth Interim Period. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nhb18-10091-159.pdf About Ragged Mountain Equipment Ragged Mountain Equipment, Inc., doing business as Durable Designs -- http://raggedmountain.com/-- operates a sporting goods store in Intervale, New Hampshire. The company offers equipment for camping, climbing, skiing, and pets such as handwear, gaiters, headgear, luggage and buckles. Ragged Mountain Equipment and its affiliate Hurricane Mountain Equipment LLC filed Chapter 11 petitions (Bank. D.N.H. Case Nos. 18-10091 and 18-10092) on Jan. 25, 2018. In the petitions signed by Robert D. Nadler, authorized representative, Ragged Mountain disclosed $627,408 in assets and $2,060,000 in liabilities; and Hurricane Mountain estimated $500,000 to $1 million in assets and $500,000 to $1 million in liabilities. Steven M. Notinger, Esq., at Notinger Law, PLLC, serves as counsel to the Debtors. ROSEGARDEN HEALTH: PCO Files 3rd Report --------------------------------------- Joseph J. Tomaino, the duly appointed Patient Care Ombudsman appointed by the United States Trustee for The Rosegarden Health and Rehabilitation Center LLC, filed a second report pursuant to 11 U.S.C. Section 333 (b)(2). This case involves three independently licensed facilities in Bridgeport Manor in Bridgeport, Rosegarden Health and Rehab Center in Waterbury CT, and Bridgeport Health Care Center, CT. During the sites visits conducted to the said facilities, the PCO received no complaints regarding the three facilities. The management of the Bridgeport Manor anticipates that all of its 62 residents should be discharged by October 14. Meanwhile, the final closure of the Rosegarden Facility progressed smoothly and the State Long Care Ombudsman, who monitored the process, did not identify any significant issues. The medical records for the facility are being transferred to a custodian, however old records were being stored in a trailer on the property. The trailer became compromised and the records have been destroyed by water and rat excrement. The trustee is seeking approval for the disposal of the records. Lastly, the PCO reported that the nursing staffing in Bridgeport Health Care Facility remains stable with some episodic use of agency staff, such as to fill a supervisor vacation. The Facility's televisions were installed in all community rooms. The Facility has also engaged a psychology service provider for individual and group therapy. Moreover, the PCO noted that new furniture that was in storage has been moved to the Facility's third floor, not to increase census, but to eliminate the use of rooms in the facility with more than two residents in occupancy. A full-text copy of the PCO's Third Report is available for free at: http://bankrupt.com/misc/ctb18-30623-695.pdf About The Rosegarden Health and Rehabilitation Center LLC Located in Waterbury, Connecticut, Bridgeport Health Care Center and The Rosegarden Health and Rehabilitation Center LLC -- http://www.bridgeporthealthcarecenter.com/-- provide long and short-term nursing care and rehabilitation services. Bridgeport offers nursing care, Alzheimer's care, rehab/physical therapy, wound care, dietary, respite care, and hospice care. Rosegarden services include 24-hour nursing care, APRN on Staff, short-term/long-term rehab, physical therapy, speech therapy, occupational therapy, IV therapy/medical/incontinence management, CPAP/BIPAP/ tracheotomy care, podiatry; dental, audiology services, respiratory care, among others. Bridgeport Health Care and Rosegarden sought Chapter 11 protection (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on April 18, 2018. In the petitions signed by their chief financial officer, Chaim Stern, Bridgeport estimated assets and liabilities of less than $50 million, and Rosegarden Health estimated assets and liabilities of less than $10 million. The Hon. Julie A. Manning is the case judge. Richard L. Campbell, Esq., at White and Williams LLP, serves as the Debtors' counsel. William K. Harrington, the United States Trustee for Region 2, has appointed Joseph J. Tomaino as patient care ombudsman in the cases. The PCO hired Barbara H. Katz, as counsel. ROYAL AUTOMOTIVE: Cash Collateral Use Through Dec. 30 Okayed ------------------------------------------------------------ The Hon. Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Royal Automotive Company and Royal Real Estate, LLC to use cash collateral in accordance with and as set forth on lines 7-14 of the Wind-Down Budget for the period from October 1 through December 30, 2018. The Debtors are also authorized to take all steps necessary or appropriate to carry out the terms of the Order. A copy of the Order is available at http://bankrupt.com/misc/wvsb18-20218-315.pdf About Royal Automotive Company Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Royal Automotive Company and Royal Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 18-20218) on May 2, 2018. In the petitions signed by Kelly Smith, president and CEO, the Debtors estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk is the case judge. Marc R. Weintraub, Esq., Kevin W. Barrett, Esq., and J. Zak Ritchie, Esq., at Bailey & Glasser LLP serve as the Debtor's bankruptcy counsel; and Suttle & Stalnaker, PLLC, as its accountant. John P. Fitzgerald, III, Acting United States Trustee for Region 4, appoints Lucy L. Thomson, as the Consumer Privacy Ombudsman in the bankruptcy cases pursuant to 11 U.S.C. Section 332 and the Court's order entered on May 21, 2018. SACRED TABLE: Unsecured Creditors to be Paid in Full Over 5 Years ----------------------------------------------------------------- The Sacred Table, Inc. will pay its unsecured creditors in full over five years, according to the company's proposed plan to exit Chapter 11 protection. Under the reorganization plan, Class 6 creditors, which assert $79,478.05 in unsecured claims, will receive a quarterly payment of $3,973.90 over five years. Payments will start on the 15th day after the effective date of the plan. Sacred Table, which owns cafe, bistro and bakery in Monterey, California, generates income from sales at this location as well as from its catering business. The company believes its overall business is making sufficient funds to keep current with its operational expenses. An income and expense analysis for April through September of 2018 shows an average income of $64,941, average expenses of $50,964, and an average net income of $3,113. The company expects that the cost-of-goods sold will be reduced by 10% going forward because of the changing of vendors and inventory control. Sacred Table is currently demonstrating an ability to meet its monthly financial obligations. The company is adjusting its inventory management and purchasing systems which will improve cash flow and profits going forward. It is also adding a beverage program with a beer and wine license to generate more sales with very little additional costs. The company hopes to increase revenues and maintain costs so it can accelerate payments after three years to retire the debt ahead of schedule, according to its disclosure statement filed on Oct. 18 with the U.S. Bankruptcy Court for the Northern District of California. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb16-13311-258.pdf About The Sacred Table The Sacred Table, Inc., is a corporation operating in Monterey County, California. The company owns cafe, bistro and bakery; it also offers catering services. Sacred Table sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-51456) on June 16, 2017. In the petition signed by Pamela Burns, president, the Debtor estimated less than $50,000 in assets and $500,000 in liabilities. Judge Stephen L. Johnson presides over the case. The Debtor tapped Central Coast Bankruptcy, Inc., and the Law Offices of Jason Vogelpohl as its reorganization and general insolvency counsel. SERVICOM LLC: Hires Zeisler & Zeisler as Counsel ------------------------------------------------ ServiCom LLC, JNET Communications LLC, and Vitel Communications LLC seek authority from the U.S. Bankruptcy Court for the District of Connecticut (New Haven) to hire Zeisler & Zeisler, P.C., as their counsel. Legal services that Z&Z will render are: a. advise the Debtors of their rights, powers, and duties as debtors and as debtors-in-possession in continuing to operate and manage their businesses and properties; b. advise the Debtors concerning and assisting in the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders, and related transactions; c. review the nature and validity of liens asserted against the properties of the Debtors and the advising the Debtors concerning the enforceability of such liens; d. advise the Debtors concerning the actions that they might take to collect and to recover property for the benefit of the Debtors’ estates; e. prepare on behalf of the Debtors certain necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in these Bankruptcy Cases; f. advise the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers which will be filed and served in these Bankruptcy Cases; g. counsel the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; and h. perform all other legal services for and on behalf of the Debtors which will be necessary or appropriate in the administration of these Bankruptcy Cases. The firm's hourly rates are: Stephen M. Kinsdseth, Esq. $450 James Berman, Esq. $500 Eric A. Henzy, Esq. $475 The Debtors have provided Z&Z with a general retainer in the amount of $140,000. Stephen M. Kindseth, partner of the law firm of Zeisler & Zeisler, P.C., attests that Z&Z is "disinterested" as such term is defined in § 101(14) of the Bankruptcy Code. The counsel can be reached through: James Berman, Esq. Stephen M. Kindseth, Esq. Patrick R. Linsey, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06605 Tel: 203-368-4234 Fax: 203-367-9678 Email: skindseth@zeislaw.com jberman@zeislaw.com plinsey@zeislaw.com About ServiCom LLC Based in Warren, New Jersey, ServiCom LLC, JNET Communications LLC, and Vitel Communications LLC concurrently filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 18-31722 to 18-31724) on Oct. 19, 2018. At the time of filing, the Debtors each estimated $10 million to $50 million in both assets and liabilities. Zeisler and Zeisler, led by James Berman, serves as counsel to the Debtors. SHIRLEY MCCLURE: Bid to Abandon Suit vs J. Tidus, et al., Tossed ---------------------------------------------------------------- Bankruptcy Judge Geraldine Mund junks Shirley Foose McClure's motion to abandon the state court malpractice action that she brought against Jeffrey Tidus, et. al. The reasonably possible recovery to the Estate from the abandonment proposal urged by Debtor Shirley Foose McClure is insufficient to create a surplus estate. John Reitman, chapter 11 trustee for the estate of Shirley McClure moves for approval of a settlement between the Trustee and Barrett Litt and affiliated parties. The motion concerns the state court malpractice action brought by McClure, ("Litt State Court Action"), which includes malpractice claims for advising the Debtor and her son to make an IRC section1033 election for the majority of their settlement funds and to invest in various real estate rental properties pursuant to that election. It also would resolve all pending appeals by Litt from orders of this court. Shirley McClure filed a motion to abandon the state court malpractice action that she brought against Jeffrey Tidus, et. al. In the Tidus Case, McClure is contending that Tidus committed malpractice in defending her against the fee claim of Litt, et al., thus resulting in a judgment of over $11 million. Ms. McClure argues that this is a surplus estate. If this were the case, the Tidus Case would not be needed to pay creditors in full and abandonment might be appropriate. However, as set forth in the "Surplus Calculation" and the Surplus Calculation Chart, the Court finds that if it approves the Litt Settlement and thereby reduces the Litt lien, the estate would have a deficit of approximately $1,558,241 - without considering any recovery on the Tidus Case. Thus, the disposition of this asset will affect creditor recoveries. Ms. McClure also argues that the Trustee's delay in administering this action is grounds for abandonment. The Court agrees that there have been delays in administering this asset. However, the Court cannot yet conclude that these delays are harming the estate. The fact that McClure has designated her new counsel and is ready to proceed with this case, if it is abandoned, vitiates the weakness of the Trustee's position. Because Ms. McClure is truly dedicated to obtaining a recovery in this case, the defendants should be more amenable to settling at a fair amount at this time and thus avoiding protracted and expensive litigation. The standard for abandonment of estate property is that it be "burdensome to the estate" or "of inconsequential value and benefit to the estate." McClure has not established that the Tidus Case is burdensome to the estate or of inconsequential benefit or value to the estate. The Court must deny this motion to abandon at this point. For the purposes of the Motion to Settle, the Court finds that if the Litt Settlement Agreement were not approved, the estate would have a deficit of at least $2,322,744 and most likely a substantially greater deficit (due to increased administrative expenses). The reasonable expected recoveries in the Tidus Case do not appear to be sufficient to turn that deficit into a surplus. Thus, the Court concludes that it is not reasonably possible that this will be a surplus estate. While the Debtor has an emotional and psychological stake in the outcome of the Litt State Court Action, she has no financial standing to assert. The reasonably possible recovery to the Estate from the abandonment proposal urged by McClure is insufficient to create a surplus estate. Thus, the Court concludes that it is not reasonably possible that this will be a surplus estate. A full-text copy of the Court's Memorandum Opinion dated Oct. 23, 2018 is available for free at: http://bankrupt.com/misc/cacb1-13-10386-1528.pdf The bankruptcy case is In re: Shirley Foose McClure, Chapter 11, Case No. 1:13-bk-10386-GM (Bankr. C.D. Cal.). SILVERADO STAGES: Seeks Authority to Use WAB Cash Collateral ------------------------------------------------------------ Silverado Stages, Inc., and its affiliated-debtors seek authorization from the U.S. Bankruptcy Court for the District of Arizona to use Western Alliance Bank's cash collateral. The Debtors' revenue is primarily derived from charter transportation services, contracts for ongoing transportation services, vehicle rentals, and vehicle sales. Other than debt payments, the Debtors' primary expenses consist of payroll, lodging for its driver employees while they are on the road, fuel, vehicle maintenance, rent, insurance, and utilities. In February 2017, the Debtors entered into certain loan documents with Western Alliance Bank ("WAB"), whereby WAB loaned money to some of the Debtor entities: (i) Silverado Stages; (ii) Silverado Charter Services; and (iii) Michelangelo, purportedly secured by a blanket lien against the WAB Debtors' assets, including the WAB Debtors' cash and accounts receivable. WAB asserts a secured claim against the WAB Debtors in the approximate amount of $5.4 million. Silverado Stages generates nearly all of the Debtors' income and holds nearly all of the Debtors' assets, including Silverado Stages' accounts receivable. As of their bankruptcy filing date, the Debtors held $1,150,000 in cash (including $190,000 in loan proceeds from Nineveh Holdings, LLC, a third-party entity) and $1 million in accounts receivable from non-affiliate companies. The Debtors believe they have many other secured creditors that hold collateral interests in specific equipment or vehicles, however, the Debtors do not believe that any party other than WAB has the right to assert a secured interest in the Debtors' accounts receivable and cash. In order to give the Debtors and WAB time to reach a longer-term agreement regarding the Debtors' use of cash collateral, the Debtors propose to use the cash collateral in accordance with the detailed Budget for a brief 28-day period. During that time, the Debtors will conduct good-faith negotiations with WAB for the Debtors' use of cash collateral over a longer period, as well as potentially for access to debtor-in-possession financing. The Debtors intends to adequately protect WAB for use of the cash collateral during the abbreviated period by: (1) protecting the value of WAB's collateral; (2) granting replacement liens on similar postpetition collateral to the extent of any diminution in WAB's pre-bankruptcy collateral; and (3) accounting for the Cash Collateral during the pendency of the Cases. To the extent that the Debtors utilize the funds generated by the accounts securing WAB's claims, the Debtors assure the Court that WAB will be provided with replacement liens to the same extent and priority as it currently holds, on any new postpetition cash and accounts. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/azb18-12203-16.pdf About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP as a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-12203, 18-12205, 18-12207, 18-12209, 18-12210, 18-12213, 18-12215 and 18-12218) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor hired Sonoran Capital Advisors, LLC, and appointed the firm's managing director Matthew Foster as chief restructuring officer. SIW HOLDING: Committee Taps Fox Rothschild as Legal Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of SIW Holding Company, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to retain Fox Rothschild LLP as counsel for the Committee, effective as of Oct. 5, 2018. Professional services that Fox will render are: a. provide legal advice with respect to the Committee's powers and duties as appointed under Section 1102 of the Bankruptcy Code; b. assist in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; c. prepare on behalf of the Committee necessary motions, applications, answers, orders, reports and other legal papers; d. review, analyze and respond to pleadings filed in these cases and appearing before the Court to present necessary motions, applications and pleadings and to otherwise protect the Committee's interests; e. represent the Committee in hearings and other judicial proceedings; f. advise the Committee of its fiduciary duties and responsibilities; g. advise the Committee and its other professionals on practice and procedure in the Bankruptcy Court for the District of Delaware; and h. perform any and all other legal services in connection with these chapter 11 cases as may reasonably be required. Fox's current hourly rates range from $280 to $900 per hour for partners, from $205 to $595 per hour for associates and from $120 to $410 per hour for paraprofessionals. Fox's current hourly rates for attorneys are: Attorney Title Rate -------- ----- ---- Thomas M. Horan Partner $510 Peter J. Roberts Partner $510 Christina M. Sanfelippo Associate $290 Thomas Horan, Esq., a partner at Fox Rothschild, disclosed in a court filing that he and other attorneys of the firm do not have interest adverse to the committee and the Debtors' estates or their creditors. Fox Rothschild can be reached through: Thomas M. Horan, Esq. Fox Rothschild LLP 919 North Market Street, Suite 300 Wilmington, DE 19801 Tel: 302-480-9412 Fax: 302-656-8920 Email: thoran@foxrothschild.com About SIW Holding Company SIW Holding Company, Inc. f/k/a WIS Holding Company and its subsidiaries were in the business of providing outsourced inventory verification services and retail merchandising services throughout the United States and internationally. They provided physical inventory verification for retail customers in order to manage and deter inventory shrinkage and to comply with annual GAAP audit requirements necessitating physical verification. They historically provided those services to a diverse customer base, including large retailers such as Walmart. As of Jan. 1, 2017, the Debtors operated out of 189 offices in 42 U.S. States and nine Canadian provinces. The Debtors closed the sale of substantially all of their assets to Retail Services WIS, Corporation on June 8, 2017. On July 2, 2018, WIS Holding Company, Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' bankruptcy cases are jointly administered under Bankr. D. Del. Case No. 18-11579 and are pending before the Honorable Christopher S. Sontchi. The Debtors tapped POTTER ANDERSON & CORROON LLP as counsel; and JND CORPORATE RESTRUCTURING as claims agent. COHNREZNICK, LLP, is the tax advisor. SORENSON MEDIA: Hires Honigman Miller as Special Counsel -------------------------------------------------------- Sorenson Media, Inc., seeks authority from the United States Bankruptcy Court for the District of Utah (Salt Lake City) to hire the law firm Honigman Miller Schwartz and Cohn LLP as special corporate, intellectual property, litigation, and commercial law counsel. Honigman has represented the Debtor in a multitude of intellectual property issues including patent prosecution; intellectual property litigation including Gracenote, Inc. v. Sorenson Media, Inc., D. Utah, Case No. 2:16-CV-00950-EJF; corporate and commercial issues including the negotiations with Sinclair Television Group, Inc. and Samsung Electronics America, Inc., and drafting and modifying complex commercial agreements with these parties; pursuing potential sales of the Debtor's business and assets; and seeking additional financing and equity investments. The Debtor paid Honigman over $1,800,000 for legal fees in 2017, and has paid over $1,900,000 in 2018. The Debtor will employ Honigman as special counsel to continue with the broad range of legal tasks it has undertaken in the past as Debtor's general outside counsel with respect to the areas of the Prepetition Legal Services during Debtor's Chapter 11 case as determined in consultation with Debtor’s general bankruptcy counsel, with which Honigman will coordinate so there is no duplication of services. Honigman's current hourly rates are: Joshua F. Opperer $845 Barbara Kaye $770 Joseph R. Sgroi $730 David Billings $640 Leigh Taggart $640 Bea Swedlow $605 Joseph R. Sgroi attests that Honigman does not have any connection with the Debtor, the creditors, or any other party in interest, or their attorneys. Honigman Miller can be reached at: Joseph R. Sgroi, Esq. Honigman Miller Schwartz and Cohn LLP 2290 First National Building Detroit, MI 48226 Tel: (313) 465-7560 Fax: (313) 465-7561 E-mail: jsgroi@honigman.com About Sorenson Media Founded in 1995, Sorenson Media, Inc. -- http://www.sorensonmedia.com/-- provides trusted solutions to the television industry and is an innovator in driving the future of television advertising, fusing the power and scale of linear TV with the data and addressability of digital. Sorenson Media, Inc. filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr D. Utah Case no. 18-27740) on Oct. 16, 2018. In the petition signed by CEO Pat Nola, the Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Cohne Kinghorn, P.C., led by George B. Hofmann, is the Debtor's counsel. ST TITUS: Hires Rivera & Associates as Attorney ----------------------------------------------- St Titus Missionary Baptist Church seeks authority from the US Bankruptcy Court for the Northern District of Illinois to hire Gilberto R. Rivera and Rivera & Associates as attorneys. Services to be rendered by Rivera are: a) advise the Debtor as to its rights, duties and powers as a Debtor in possession; b) prepare and file the statements, schedules, plans, and others documents and pleadings necessary to be filed by the debtor in this case; c) represent the Debtor at all hearings, meeting of creditors, conferences, trails, and others proceeding in this case; and d) perform such other legal services as may be necessary in connection with this case. Rivera's current hourly rates are: Gil R. Rivera $300 Associate counsel $250 Support Staff $50 Gilberto Rivera of Rivera & Associates attests that his firm does not hold or represent an interest adverse to the estate with respect to the matter on which they are employed, as stated in the court filing. The counsel can be reached at: Gilberto R Rivera, Esq. RIVERA & ASSOCIATES 2057 North Western Avenue Chicago, IL 60647 Phone: 773-286-2900 Email: gilriveralaw@gmail.com About St Titus Missionary Baptist Church Based in Chicago, Illinois, St Titus Missionary Baptist Church filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-18671) on June 29, 2018, listing under $1 million in both assets and liabilities. Gilberto R Rivera, Esq., at Rivera Associates, is the Debtor's counsel. STRATEGIC MATERIALS: S&P Alters Outlook to Negative & Affirms B ICR ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Houston-based Strategic Materials Holding Corp. (SMI). The outlook is negative. S&P also affirmed its issue-level ratings of SMI's debt, and the corresponding recovery ratings are unchanged. SMI's revenue and margins have been weaker than we expected as demand for glass bottles in North America continues to fall amid a broader decline in demand from the mass-produced beer market. As a result, one of SMI's major customers, Ardagh Group, abruptly closed its Milford, Mass. bottling plant earlier this year. In response, SMI shut down its Franklin, Mass. recycling operation, which was the major supplier of cullet to Ardagh's plant. SMI has had to curtail its glass supply from local municipalities as it works to find other end markets to ship its product. On top of these challenges, the company has experienced higher material costs and temporary production obstacles, all of which have come together to impair SMI's profitability. S&P said, "As a result, we believe the company's adjusted debt to EBITDA will remain above 7x at least through 2018, which is higher than what we expect for the current rating. The negative outlook reflects the likelihood we could lower the rating if SMI is unable to realign its operations in reaction to secular changes in its end markets, such that margins continue to remain depressed and leverage remains above 7x." S&P said, "The negative outlook reflects the recent operating difficulties for SMI, including macro changes in North American glass bottling and internal operating inefficiencies, resulting in our adjusted debt-to EBITDA above 7x in 2018, but improving to below 7x in 2019. "We could revise the outlook to stable if the company's adjusted debt-to-EBITDA were to improve sustainably below 7x, which could occur if the company is able to find new end-markets for its cullet, and improve its operating efficiencies, which should improve its margins and cash flows." Downside scenario S&P said, "We could lower the rating if SMI is unable to realign its operations in reaction to changes in its end-markets, such that margins continue to remain depressed and leverage remains above 7x. We could also lower the rating if the company springs its leverage covenant and maintains minimal headroom, or if free operating cash flows remains negative over the next 12 months." SUNOCO LP: Moody's Affirms Ba3 Corp. Family Rating, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service affirmed Sunoco LP's Ba3 Corporate Family Rating, its Ba3-PD Probability of Default Rating, B1 senior unsecured debt rating and SGL-3 Speculative Grade Liquidity Rating. SUN's rating outlook is stable. Following SUN's first quarter transition into a wholesale distributor of motor fuels, earnings and margin volatility have diminished," commented Andrew Brooks, Moody's Vice President. "Moreover, deploying sales proceeds from SUN's divestment of its retail fuels and merchandise operations into debt reduction stabilized leverage at levels more appropriate for its Ba3 CFR." Affirmations: Issuer: Sunoco LP Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Outlook Actions: Issuer: Sunoco LP Outlook, Remains Stable RATINGS RATIONALE As a result of the sale by SUN of its retail motor fuels business and its transition into a wholesale distributor of motor fuels, Moody's believes the Midstream Energy rating methodology (published in May 2017) is more appropriate for assessing SUN than the Retail Industry methodology (published in October 2015), which had been used previously. As one of the largest distributors of motor fuels in the US, SUN benefits from the strength of the Sunoco retail brand and the geographic reach and revenue stability accruing from the wholesale distribution of motor fuels, which has become its dominant business. This followed the January sale of the majority of its company-operated retail fuel outlets to 7-Eleven, Inc. (Baa1 stable) for $3.2 billion. Earnings and cash flow derived from wholesale motor fuels distribution, while generating lower margins, are typically less volatile than that formerly derived from the retail sales of SUN's divested motor fuels and merchandise operations. SUN generates a fixed margin on a significant portion of its distributed gallons and is no longer exposed to the volatility of retail fuel and merchandise margins associated with its retail businesses. Wholesale distribution also requires materially lower capital expenditures than retail; prior to its sale of the retail sites, capital spending on maintenance and facility upgrading had consumed a disproportionate amount of cash from operations, depriving the ability of the company to meaningfully reduce debt. Following the 7-Eleven sale, the two companies entered into a 15-year fixed margin take-or-pay fuel supply agreement whereby SUN will supply 7-Eleven with approximately 2.2 billion gallons of fuel annually (SUN is on pace to sell about 8 billion gallons of motor fuels in 2018). That amount will increase to approximately 2.7 billion gallons over four years. SUN benefits from the size of its wholesale business; total wholesale revenue for 2017 was about $9.3 billion, which Moody's believes the company will look to grow to gain additional size and economies of scale. However, notwithstanding future growth aspirations, Moody's expects that SUN will adhere to its publicly stated leverage target of 4.5x to 4.75x (around 5.0x to 5.25x including Moody's standard adjustments). SUN's outlook is stable reflecting Moody's expectation of the stability in earnings and cash flow that characterizes SUN's wholesale motor fuels distribution operations. Ratings could be upgraded if SUN's debt/EBITDA improves to under 4.5x and EBITDA interest coverage is maintained above 4x. Ratings could be downgraded should leverage increase above 5.5x or should distribution coverage fall below 1x. Sunoco LP is a master limited partnership (MLP) that distributes motor fuels on a wholesale basis to convenience stores, independent dealers, commercial customers and distributors situated in over 30 states. Its general partner is Energy Transfer Operating, L.P. (Baa3 stable), a wholly-owned subsidiary of Energy Transfer LP (ET, Ba2 senior notes on Review Up). Sunoco LP is headquartered in Dallas, Texas. The principal methodology used in these ratings was Midstream Energy published in May 2017. SWIFT STAFFING: U.S. Trustee Allows Filing of Plan by Dec. 1 ------------------------------------------------------------ Swift Staffing Holdings, LLC has reached an agreement with the U.S. Trustee to file its Disclosure Statement and Plan of Reorganization on or before December 1, 2018. Therefore, Swift Staffing Holdings requests the U.S. Bankruptcy Court for the Northern District of Mississippi for additional time to file its Disclosure Statement and Plan of Reorganization. About Swift Staffing Holdings Swift Staffing Holdings, LLC, is a full-service provider of staffing services with offices across the United States. Swift Staffing sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 18-10616) on Feb. 21, 2018. In the petition signed by Rodney Clay Dial, manager, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Jason D. Woodard. The Debtor tapped Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC, as counsel; and Jewel Bunch as consultant. On Feb. 27, 2018, the bankruptcy cases of Swift Staffing Arkansas, LLC (Case No. 18-10626), Swift Staffing Alabama, LLC (Case No. 18-10627), Swift Staffing Georgia, LLC (Case No. 18-10628), Swift Staffing North Carolina, LLC (Case No. 18-10629), Swift Staffing Florida, LLC (Case No. 18-10630), Swift Staffing Mississippi, LLC (Case No. 18-10631), Swift Staffing Tennessee, LLC (Case No. 18-10632), Swift Staffing Pennsylvania, LLC (Case No. 18-10633), and Rockhill Staffing Texas, LLC (Case No. 18-10634) were administratively consolidated into the bankruptcy cases of Swift Staffing Holdings, LLC (Case No. 18-10616). TAG MOBILE: Judge Orders Ch. 11 Trustee Appointment --------------------------------------------------- The U.S. Bankruptcy Judge for the Northern District of Texas ordered the U.S. Trustee to appoint a Chapter 11 Trustee for the bankruptcy estate of TAG Mobile, LLC. The Order was made pursuant to the September 27 and October 3, 2018 Court hearing on the Motion to Convert Case to Chapter 7 or to Appoint Chapter 11 Trustee filed by SSB Trading, Inc. In its motion, SSB asserted: "The Court should convert this case to Chapter 7 or appoint a Chapter 11 trustee because (a) the Debtor has reported a loss every month since the entry of the Order for Relief with total losses of over $207,000 in this case; (b) the Debtor has filed a Plan that proposes to liquidate via an agreed sale of its licenses to SSB, but that agreement has fallen apart (if one even truly existed at all); (c) although the Plan proposes a reorganization in the alternative, it is not feasible for the Debtor to reorganize given its massive amount of debt, including a cure claim to Prepaid Wireless of at least $545,000; and finally (d) the Debtor's principal has failed to fulfill his duty to act in the best interests of the estate and its creditors and should be replaced by a trustee so that the assets of the estate can be properly liquidated in order so that the creditors can have the best outcome." "Regarding that last point, the Plan does not disclose that SSB actually agreed to pay $837,500 for the Debtor's licenses, with $662,500 of that amount to be paid out over five (5) years, conditioned upon Court approval of the sale and regulatory approval of the transfer, as part of a global settlement that has since fallen apart. From SSB's perspective, a global settlement is not a requirement for SSB to agree to purchase the Debtor’s licenses; however, the Debtor has impeded progress on a deal that would bring more than $175,000 to the estate." "SSB will pay $750,000 cash to the estate upon approval of the sale by the Court and approval of the transfer by the FCC and other necessary regulatory bodies. The fact that the Debtor has not been receptive to such a deal, but instead would propose to sell the same licenses to SSB in return for only $175,000 going to the estate is indicative of mal-intent by those in control of the Debtor. If a trustee were in charge of the Debtor, SSB’s proposal of $750,000 to the estate for the licenses could go forward and would be far better than the Debtor’s fall back plan to reorganize, which is completely unrealistic and not a serious proposal as discussed further below. For all of these, reasons, the Court should grant this Motion." Counsel for SSB Trading: Christopher J. Moser, Esq. Timothy Andrew York, Esq. Charles F. Baum, Esq. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Fax: (214) 871-2111 About TAG Mobile Founded in 2010, Tag Mobile, LLC's line of business includes providing two-way radiotelephone communication services such as cellular telephone services. On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern District of Texas issued an order converting Tag Mobile's case from Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791). Judge Stacey G. Jernigan presides over the case. The Debtor hired Eric A. Liepins, P.C. as its bankruptcy counsel, and The Gibson Law Group as its special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2018. TECK RESOURCES: Fitch Affirms BB+ IDR, Outlook Positive ------------------------------------------------------- Fitch Ratings has affirmed Teck Resources Limited's Issuer Default Rating at 'BB+'. The Rating Outlook is Positive. Teck's current rating reflects modest leverage, low country risk and strong profitability and cash flows at current commodity prices and capital spending levels. Fitch believes the hard coking coal benchmark price will revert to USD160/tonne in 2019 and USD140/tonne longer term from 2017's level of USD208/tonne. Fitch also expects zinc prices to decline to USD1.09/lb. in 2019, representing a 17% decline from 2017 levels. As a result, Fitch expects annual operating EBITDA to decline from 2017 and 2018 levels to CAD4 billion per year or below. The Positive Rating Outlook reflects significant repayment of debt and improved earnings and cash flow following the recovery of commodity prices as well as Fitch's view that leverage could be sustainably within 'BBB' category levels depending on the ownership and financing of QB2 and Teck's capital allocation policy despite a capital intensive period and the view that coal and zinc prices will moderate. The Outlook could be resolved upon Fitch's evaluation of the ownership structure and financing for QB2 and clarity around Teck's capital allocation policy. KEY RATING DRIVERS Operating Profile: Teck benefits from long-lived coal and oil sand reserves, a leading position in zinc, a leading position in seaborne hard coking coal and a solid cost position in copper. Globally, Teck is the second-largest seaborne hard-coking coal producer after BHP-Mitsubishi Alliance and is in the lower half of the global cost curve (FOB port). Teck is one of the top-15 largest copper producers globally with average costs and is the third-largest zinc producer in the lowest half of the cost curve. Existing copper mine lives are relatively low. The Highland Valley mine life is about 10 years, and Antamina's (22.5% owned) is about 12 years. Existing mining at Quebrada Blanca (90% owned) is expected to cease in the fourth quarter of 2018 (leaching through early-2020). Fitch believes Teck is likely to move forward with both QB2 and NuevaUnion projects to offset these declines. Quebrada Blanca Phase 2: The QB2 copper project, in Chile, is expected to have initial capital costs of roughly USD5 billion on a 100% basis, exclusive of working capital and interest, with the earliest go forward decision in the fourth quarter of 2018. The project includes a concentrator, a desalination plant and pipelines, and port facilities. Construction is expected to last three years and the mine could begin production in 2021. The project has gained regulatory approvals. The mine is expected to have an initial 25-year mine life, costs in the lower half of the cost curve and annual production capacity of about 300,000 tonnes of copper equivalent per year for the first five years. Teck currently owns 90% of the project with the remaining 10% owned by the Chilean state enterprise, Empresa National de Mineria (ENAMI). This interest is a carried interest and ENAMI is not required to contribute further funding. Teck is currently working to bring a partner in to the project to reduce its interest between 60% to 70%. NuevaUnion: The NuevaUnion project in Chile has estimated annual copper production of 190,000 tonnes and annual gold production of 315,000 ounces. The project has an estimated mine life of 32 years and estimated initial capital costs of USD3.5 billion. The feasibility study commenced in the third quarter of 2018 and is expected to be completed within 12 months. The permitting process could take an additional two years after the feasibility study is completed. The project is 50% owned by Teck and 50% owned by Goldcorp. Commodity Prices: The more than 50% increase in coking coal prices realized by Teck in 2017 compared with the previous year and improvement in copper and zinc prices partially offset by a modest strengthening in the Canadian dollar relative to the U.S. dollar resulted in significantly improved FCF. Teck reports that a USD1/tonne change in their coal prices changes annualized EBITDA by CAD31 million, a USD0.01/lb. change in zinc prices changes annualized EBITDA by CAD14 million and a USD0.01/lb. change in copper prices changes annualized EBITDA by CAD7 million. Fitch expects coking coal and zinc prices to moderate as new supply brings those markets into balance. In particular, Fitch assumes 2019 prices of about USD160/tonne for the hard coking coal benchmark, USD1.09/lb. for zinc and USD2.95/lb. for copper, compared with 2017 average prices of USD208/tonne, USD1.31/lb. and 2.80/lb., respectively. Balance Sheet Repaired: Teck reduced the aggregate principal amount of public notes outstanding by USD3 billion from the third quarter of 2016 through the third quarter of 2018, bringing total debt including finance leases to about USD4.1 billion. Teck has eliminated essentially all maturities out to 2021 and significantly reduced maturities due before 2024 to USD117 million in 2021, USD202 million in 2022, and USD220 million in 2023. Fitch views further debt reduction over the rating horizon as unlikely and expects growth capex and shareholder-friendly activities to receive a higher priority. Leverage could increase should Teck's growth capital be debt-funded, especially in a low commodity price environment. Shareholder-Friendly Focus: In April 2017, Teck announced a new annual dividend policy of CAD0.20/share payable quarterly and has stated that it will consider a supplemental dividend in the fourth quarter of each year that will take into consideration capital requirements. On Nov. 16, 2017, the company announced a supplemental dividend of CAD0.40/share payable Dec. 29, 2017 and CAD230 million in share repurchases through March 31, 2018 (completed). Teck has a normal course issuer bid program allowing the purchase of up to 40 million Class B shares during the period starting Oct. 10, 2018 and ending Oct. 9, 2019. Teck purchased roughly 7.5 million class B shares at an average price of CAD31.05 per share under the prior program that expired Oct. 9, 2018. Teck did raise equity in the depths of the global financial crisis but declined to do so during the commodity slump. Fitch believes Teck will not dilute equity should commodity prices slide or in periods of higher-than-expected capital spending. Fitch anticipates that Teck will continue shareholder-friendly activities during this relatively favorable commodity price environment, which could result in reliance on credit facilities in weaker markets during periods of more intensive capital requirements. DERIVATION SUMMARY Teck is smaller and less diversified but more profitable than Anglo American plc (BBB-/Stable) with a similar financial profile and lower country risk. Teck is more diversified but less profitable than iron ore miner Fortescue Metals Group Ltd. (BB+/Stable). Teck's financial profile is slightly weaker but its capital structure is unsecured compared with Fortescue. Teck is more diversified and profitable with lower country risk compared with copper miner Freeport McMoRan Inc. (BB+/Negative Outlook). Teck is smaller than Freeport but has a better financial profile. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Hard coking coal benchmark prices of USD160/tonne in 2019 and USD140/tonne thereafter. Copper prices of USD6,500/tonne in 2019, USD6,800/tonne in 2020 and USD7,000/tonne, thereafter. Zinc prices at USD2,400/tonne in 2019 and USD2,300/tonne in 2020 and 2021; - Shipments at a mid-single digit discount from guidance on average; - A 30% interest in QB2 is sold, the project goes forward and additional liquidity or financing is put in place to support additional capital spending; - Shareholder returns consistent with 2017 levels. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - FFO-adjusted leverage expected to be sustained below 2.5x, assuming midcycle commodity prices; - Commitment to fund projects in a balanced fashion to minimize a potential reduction in liquidity. The Outlook could be resolved upon Fitch's evaluation of the ownership structure and financing for QB2 and clarity around Teck's capital allocation policy. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Reduced economics of the Fort Hills project; - Prolonged periods of negative FCF that are not supported by asset sales; - Expectation that FFO-adjusted leverage is sustained above 3.5x, assuming midcycle commodity prices. LIQUIDITY Robust Liquidity: As of Sept 30, 2018, cash on hand was about CAD1.5 billion and the USD3 billion revolving credit facility maturing October 2022 is undrawn. There were USD730 million of letters of credit outstanding under the USD1.2 billion facility maturing in October 2020. Fitch believes Teck will obtain an additional facility, either at the corporate level or at the project level, to support a portion of QB2 capital spending. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Teck Resources Ltd. -- IDR at 'BB+'; -- Senior unsecured notes at 'BB+'/'RR4'. -- Senior unsecured guaranteed credit facilities at 'BB+'/'RR2'; -- Senior unsecured guaranteed notes at 'BB+'/'RR2'. The Rating Outlook is Positive. TOPS HOLDING: Exclusive Filing Period Extended Until Jan. 22 ------------------------------------------------------------ The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of Tops Holding II Corporation and its debtor-affiliates, has extended the Exclusive Filing Period and the Exclusive Solicitation Period through and including Jan. 22, 2019 and March 21, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtors sought further extension of the Exclusive Periods out of an abundance of caution. The Debtors told the Court that although all of the significant issues in these cases have been resolved, the Confirmation Hearing, however, is scheduled to begin on Nov. 8, 2018, after the expiration of the current Exclusive Filing Period. The Debtors assured the Court that they are committed to moving expeditiously through the confirmation process and towards consummation of the Plan. The Debtors contended that they commenced the chapter 11 cases to accomplish a comprehensive financial restructuring with three core objectives: (i) deleveraging the Debtors' balance sheet; (ii) ensuring that the Debtors' leases and supply agreements provide the best available terms; and (iii) constructively engaging with the UFCW Local One and the UFCW Local One Pension Fund, and the Teamsters Local 264 and the Teamsters Pension Fund on labor and pension issues. Quite remarkably, the Debtors claimed that they have accomplished all of these goals in less than eight months, with hardly any litigation along the way. Specifically, the Debtors have filed, and are currently soliciting votes with respect to, a fully consensual plan of reorganization, which enjoys the support of the ad hoc committee of creditors holding more than 87% of the Debtors' senior secured notes and providers of the Debtors' DIP Term Loan Facility ("Ad Hoc Committee"), Bank of America, N.A., as administrative agent under the Debtors' DIP ABL Facility, and the Creditors' Committee. Among other things, the Debtors' Plan provides for the substantial reduction of their funded debt by approximately $445 million and a net reduction of their annual debt service obligations by approximately $36 million. As a result of the savings achieved by the Debtors during these cases and the significant reduction to their funded debt and debt service obligations, the Debtors anticipate that they will have the necessary capital to invest in and grow their business and assure their long-term viability. Pursuant to the Plan, upon emergence from chapter 11, the Debtors' obligations under their debtor-in-possession financing facilities will be refinanced through exit facilities and the Debtors' lenders will provide an additional $35 million of new capital at exit to support the Debtors' post-emergence operations. As a result, the Debtors believe that they will have almost $100 million in liquidity upon emergence from chapter 11. In addition, the Debtors claimed that they have consensually resolved significant labor issues through two monumental settlements that were achieved -- and approved by the Court -- during these cases. Specifically, after hard fought, arms'-length negotiations, the Debtors reached a comprehensive, global settlement ("Global Teamsters/C&S Settlement") of a highly contentious four-and-a-half year dispute with the Teamsters Pension Fund, the Teamsters Local 264, and C&S, the Debtors' largest supplier. Among other things, the Global Teamsters/C&S Settlement resolved all issues arising out of the Erie Transaction, including any withdrawal liability related thereto and all indemnity obligations to C&S. It also paved the way for new collective bargaining agreements between the Debtors and the Teamsters Local 264 that will stabilize the Debtors' relationship with their warehouse employees. More recently, the Debtors relate that after more hard fought, arms-length negotiations, and in consultation with the Ad Hoc Committee, the Debtors reached a comprehensive, global settlement ("UFCW Local One Settlement") with the UFCW Local One and the UFCW Local One Pension Fund, among others, that resolved the Debtors' pension contribution obligations without the need for litigation or the need to seek other relief. In addition, the Amended UFCW Local One CBAs will ensure that the Debtors have certainty of terms and conditions with their primary workforce as they emerge from chapter 11. Finally, pursuant to the Global Teamsters/C&S Settlement, the Debtors assumed their C&S Supply Agreements, preserving the agreements' favorable terms and price levels, while not impairing the Debtors' ability to procure on more favorable terms going forward. The Debtors also undertook a comprehensive review of their lease portfolio and have secured approximately $27 million in lease savings through negotiations with landlords. About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. The Debtors hired Weil, Gotshal & Manges LLP as their legal counsel; Hilco Real Estate, LLC as real estate advisor; Evercore Group L.L.C. as investment banker; FTI Consulting, Inc., and Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. The committee tapped Morrison & Foerster LLP as its legal counsel, and Zolfo Cooper, LLC, as its financial advisor and bankruptcy consultant. TOWERSTREAM CORP: Extends Forbearance Period Until Nov. 15 ---------------------------------------------------------- Towerstream Corporation and its subsidiaries Towerstream I Inc., Hetnets Tower Corporation, Omega Communications Corporation, Alpha Communications Corporation and Towerstream Houston, Inc. have entered into a Third Amendment to the Second Amended and Restated Forbearance to Loan Agreement with Melody Business Finance LLC and the majority lenders under the loan agreement entered into on Oct. 16, 2014 by and among the Company, certain of its subsidiaries, Melody and the lenders. Pursuant to the Amendment, the parties determined, among other things, to extend the compliance period for certain covenants in the Forbearance Agreement to Nov. 15, 2018 from April 15, 2018 and to eliminate the Sale Milestone dates from the Forbearance Agreement. In addition, obligations under the Loan Agreement for interest payments for the quarter ended Sept. 30, 2018 were revised to provide that interest may be paid in cash or treated as PIK interest, to be added to the outstanding loan balance due, at the discretion of the Company. A full-text copy of the Third Amendment to Second Amended and Restated Forbearance to Loan Agreement is available for free at: https://is.gd/0Yay7p About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $14.37 million in 2017 and a net loss attributable to common stockholders of $22.15 million in 2016. As of June 30, 2018, Towerstream had $21.44 million in total assets, $40.77 million in total liabilities and a total stockholders' deficit of $19.33 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TREATMENT CENTER: Assets Sale Moots Cash Collateral Use ------------------------------------------------------- The Hon. Erik P. Kimball of the United States Bankruptcy Court for Southern District of Florida adjudged that any relief The Treatment Center of the Palm Beaches, LLC sought in its Emergency Motion, in addition to the relief already granted in the Interim Orders, is denied as moot due to the sale of the assets of the Debtor and the resulting satisfaction of the claim of JP Morgan Chase Bank, NA. A copy of the Order is available at http://bankrupt.com/misc/flsb18-14622-235.pdf About The Treatment Center of The Palm Beaches The Treatment Center of the Palm Beaches, LLC, located in West Palm Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an addiction treatment center whose mission is to transform the lives of every individual and family member that walks through its doors. Since 2009, the Treatment Center has offered custom treatment programs for drugs, alcohol, trauma, mental health, and other addictions. The Treatment Center of the Palm Beaches filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018. In the petition signed by Judi Gargiulo, manager, the Debtor disclosed $11.07 million in total assets and $6.12 million in total liabilities. The case is assigned to Judge Erik P. Kimball. Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel; and Sharon Bradley, CPA and the accounting firm of Daszkal Bolton LLP as Debtor's accountants. Judge Erik P. Kimball authorized The Treatment Center of the Palm Beaches, LLC's bidding procedures in connection with the sale of substantially all assets to Palm Beach Recovery Center, LLC, for $7.8 million, subject to overbid. TREATMENT CENTER: Disclosure Statement Hearing Set for Nov. 14 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on Nov. 14, at 2:00 p.m., to consider approval of the disclosure statement filed in support of the proposed Chapter 11 plan of reorganization for The Treatment Center of the Palm Beaches, LLC. The hearing will take place at Courtroom B. Objections are due by Nov. 7. About The Treatment Center of The Palm Beaches The Treatment Center of the Palm Beaches, LLC, located in West Palm Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an addiction treatment center whose mission is to transform the lives of every individual and family member that walks through its doors. Since 2009, the Treatment Center has offered custom treatment programs for drugs, alcohol, trauma, mental health, and other addictions. The Treatment Center of the Palm Beaches filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018. In the petition signed by Judi Gargiulo, manager, the Debtor disclosed $11.07 million in total assets and $6.12 million in total liabilities. The case is assigned to Judge Erik P. Kimball. Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel. Judge Erik P. Kimball authorized The Treatment Center of the Palm Beaches, LLC's bidding procedures in connection with the sale of substantially all assets to Palm Beach Recovery Center, LLC, for $7.8 million, subject to overbid. TS ARMS: Creditor Does Not Consent to Use of Collateral ------------------------------------------------------- SouthPoint Bank filed an instant motion seeking to prohibit TS Arms, LLC, from using any cash collateral without the express consent of the bank. Upon filing of petition of bankruptcy, as of Sept. 26, 2018, the outstanding obligation of TS Arms in favor of SouthPoint Bank amounted to a total of $359,680, exclusive of attorney's fees and collection costs. This is pursuant to previously entered loan documents and security agreements of the parties. On Sept. 21, an order granting motion for Writ of Seizure and Summary Judgement was entered in favor of SouthPoint. However, there is an automatic stay in the execution of said judgment because of the case now pending in the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division. SouthPoint filed an instant motion prohibiting TS Arms from using any cash collateral without the express consent of the bank. It alleges that the automatic stay does not apply to the bank's interest in the cash collateral and requires the debtor to turn over to the bank any cash collateral in its possession. The bank claims that it is entitled to adequate protection through (1) monthly cash payments and/or replacement liens, (2) monthly cash reports and budget, subject to bank’s approval, (3) monthly written inventory reports, (4) other financial information, and (5) insurance coverage on collateral. A full-text copy of the Motion is available at: http://bankrupt.com/misc/alnb_18-03928_TS_Arms_M_Cash.pdf About TS Arms, LLC TS Arms, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ala. Case No. 18-03928) on Sept. 26, 2018, estimating under $1 million in assets and liabilities. The Debtor hired Tameria S. Driskill, LLC, as counsel to the Debtor. VANS LAUNDROMATS: Seeks Permission to Use Cash Collateral --------------------------------------------------------- Van's Laundromats, Inc., seeks permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use the cash collateral of secured creditors. The Debtor believes that the only parties that have valid security interests in its cash collateral are: Eastern Funding, Midnight Advance, LG Funding, and Yellowstone Capital, LLC. The Debtor is presently unable to pay the amounts due on its loans and continues to serve customers. The only prospects of the Debtor to remain able to operate its business and thereafter resume if full payments to its creditors and pay off its creditors requires that the Debtor receive a respite in payments which will allow it to remain in business. Otherwise, the Debtor would be forced out of business if forced to pay these loans right now. The Debtor is preparing a budget of its operations for to be presented to the Court at the time of the hearing on the Cash Collateral Motion. Ultimately, the Debtor will seek to sell the business or the real estate and personal property it owns to satisfy is obligations in full. However, the Debtor requires time to market it business and/or real estate and personal property. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/paeb18-15955-21.pdf About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman presides over the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. WESTERN HOST: Triangle Cayman Prohibits Use of Insurance Proceeds ----------------------------------------------------------------- Triangle Cayman Asset Company 2 requests the U.S. Bankruptcy Court for the District of Puerto Rico to prohibit any use of the cash collateral and/or condition Western Host Associates, Inc.'s use of the cash collateral to compliance with the following requirements: (1) Debtor's deposit of the insurance proceeds in an escrow account at Capital Crossing or Triangle Cayman; and (2) disbursement of funds be conditioned upon Debtor's presentation of invoices for work to be performed on the Real Estate Collateral and approval by Triangle Cayman. Pre-petition, the Debtor entered into various loan agreements with Triangle Cayman, pursuant to which Triangle Cayman provided certain credit facilities to the Debtor, secured by, among other things, a real estate collateral which operates as a hotel called Plaza de Armas Hotel in Old San Juan. As part of the Loan Documents and Collateral for the Loans, the Debtor granted Triangle Cayman a lien over all the insurance proceeds generated by the Real Estate Property. The Debtor listed Capital Crossing Puerto Rico, LLC, the loan servicer for Triangle Cayman, as a creditor in the total amount of $3,900,000. Prior to the filing of the voluntary petition, the Debtor filed a complaint for preliminary injunction, permanent injunction, breach of contract and damages against Banco Popular de Puerto Rico, Integrand Assurance Company, Triangle Cayman and Capital Crossing in the Commonwealth of the Puerto Rico, Court of First Instance, San Juan Superior Part, under the caption Western Host Associates, Inc. v. Capital Crossing Servicing Company LLC, et al., Civil No. SJ 2018 CV 03014, (the State Court Action) alleging in part that Capital Crossing's refusal to endorse a $250,000 check issued by Integrand to cover part of the damages suffered by the Real Estate Collateral as a result of Hurricane Maria caused it damages. Accordingly, the Debtor requested a preliminary injunction ordering Integrand and Capital Crossing and/or Triangle Cayman to endorse the check in favor of the Debtor. Triangle Cayman requested that the State Court Action proceed before the United States Bankruptcy Court as an action properly removed pursuant to 28 U.S.C. Section 1452 -- Adversary Proceeding No. 18-00058. Subsequently, the Debtor filed an amended Verified Complaint, requesting, through the Adversary Proceeding, that the Court order Integrand to satisfy and provide payment on Debtor's insurance claims including but not limited to the damages suffered by the Real Estate Collateral and that Triangle Cayman and/or Capital Crossing be ordered to endorse the check or checks issued by Integrand in relation to the damages suffered by the Real Estate Collateral in favor of Debtor. Triangle Cayman asserts that it holds a perfected, first-priority Mortgage Deed over the Real Estate Collateral which is extensive to all the insurance proceeds for any damages sustained by the Real Estate. In addition, the Debtor acknowledges that in the course of the case, once a payment over the structural damages has been received by Integrand, the Debtor must move to the Court and request permission to use the cash collateral and provide adequate protection to Capital Crossing. But at this moment, Triangle Cayman is concerned because the Debtor is seeking the payment in accordance to its insurance policy. Moreover, Triangle Cayman notes that in light of its security interest over the insurance proceeds and status as loss payee of the insurance policy covering the Real Estate Collateral, any check issued for damages suffered by the Real Estate Collateral will be issued in Triangle Cayman's name. But as of October 11, 2018, the Debtor has not requested an order authorizing the use of any cash collateral. Moreover, and despite seeking payment of the insurance proceeds, the Debtor has not obtained Triangle Cayman's consent to use any of the cash collateral. In addition to such prohibition and/or use, Triangle Cayman also asks the Court for adequate protection as required by 11 U.S.C. Section 361 by: (a) granting a first priority replacement lien on all of the Debtor's post-petition assets; (b) requiring an accounting of all cash collateral received by or for the benefit of the Debtor since the Petition Date; (c) directing the Debtor to provide Triangle Cayman full access to the books and records of the Debtor, including all electronic records on any computers used by or for the benefit of the Debtor, to make electronic copies, photocopies or abstracts of the business records of the Debtor; (d) requiring that any cash collateral or property of Triangle Cayman that is in the possession, custody or control of the Debtor or any of the insiders of the Debtor be turned over to Triangle Cayman, whether now existing or hereafter created; (e) imposing a constructive trust on any cash collateral, or proceeds of any collateral of Triangle Cayman, if any, that has been diverted to any person or bank account as a result of any diversion of the Debtor's accumulated insurance proceeds; and (f) prohibiting the Debtor and any insiders of the Debtor from using any cash collateral of Triangle Cayman unless otherwise ordered by the Court. Attorneys for Triangle Cayman Asset Company 2: Luis C. Marini-Biaggi, Esq. Maria Teresa Alvarez Santos, Esq. Marini Pietrantoni Muniz LLC MCS Plaza, Suite 500 255 Ponce de Leon Ave. San Juan, PR 00917 Tel: (787)705-2171 E-mail: lmarini@mpmlawpr.com malvarez@mpmlawpr.com About Western Host Associates Western Host Associates, Inc., owns a four-story commercial hotel building located at 202 San Jose Street, Old San Juan, Puerto Rico. The hotel is currently non-operational and is valued by the company at $1.35 million. The company previously sought bankruptcy protection on Nov. 14, 2012 (Bankr. D.P.R. Case No. 12-09093) and on May 19, 2011 (Bankr. D.P.R. Case No. 11-04152). Western Host Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02696) on May 15, 2018. In the petition signed by Luis Alvarez, president, the Debtor disclosed $1.36 million in assets and $4.82 million in liabilities. Judge Brian K. Tester presides over the case. The Debtor tapped Gratacos Law Firm, PSC, as its legal counsel and the Law Offices of Jose R. Olmo-Rodriguez, as special counsel. WILSON MANIFOLDS: Taps Siegelaub Rosenberg as Accountant -------------------------------------------------------- Wilson Manifolds, Inc. and Keith Donald Wilson, the company's president, seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Steven Siegalaub of Siegelaub, Rosenberg, Golding & Feller, P.A., as accountant. Services Siegalaub will provide are: a. prepare and file Debtors' outstanding state and federal income taxes; b. assist Debtors with the preparation of monthly operating reports; c. advise Debtors on strategies to minimize future tax liabilities; and d. prepare financial statements and projections as necessary for Debtors' Chapter 11 plan and disclosure statement. Siegalaub has agreed to bill Debtors at his normal hourly rate of $150-$250 per hour, depending on the task. Steven Siegalaub of Siegelaub, Rosenberg, Golding & Feller, P.A., attests that he and SRGF are disinterested persons within the meaning of 11 U.S.C. 101(14). The accountant can be reached through: Steven Siegalaub, CPA Siegelaub, Rosenberg, Golding & Feller, P.A 1489 W. Palmetto Park Road, Suite 501 Boca Raton, FL 33486 Phone: (954) 753-2222 Fax: (954) 753-1123 About Wilson Manifolds Inc. Wilson Manifolds, Inc. manufactures products for the automotive and racing industries. It specializes in custom-built and installed parts for high-performance vehicles. Wilson Manifolds sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21658) on Sept. 21, 2018. The case is jointly administered with the Chapter 11 case of Keith D. Wilson, the company's president (Bankr. S.D. Fla. Case No. 18-21662). In the petition signed by Mr. Wilson, Wilson Manifolds estimated assets of less than $50,000 and liabilities of $1 million to $10 million. WK MANAGEMENT: Drops Bid to Sell Galveston Property to Landco ------------------------------------------------------------- WK Management Services, Inc. has dropped its motion to sell its interest in a real property to Landco Holdings, Inc., according to its latest disclosure statement filed Oct. 18 with the U.S. Bankruptcy Court for the Southern District of Texas. According to the filing, the company and Landco sought to withdraw the motion, which was granted by the bankruptcy court. As of Oct. 18, there is no other motion pending to sell the property. WK Management owns an interest in approximately 2,338.60 acres of unimproved real property in Galveston County, Texas. The company wants the property sold to fund its proposed Chapter 11 plan of reorganization. If the property is sold as a component of mitigation banking, the proceeds will be sufficient to pay all claims in full. The company's proposed plan, however, involves risks, one of which is the inability of finding a buyer properly suited to purchase the property for its use as a mitigation banking asset. According to the disclosure statement, the property must be sold by Dec. 31. In the event that the property is not sold before the year ends, the company will convey its interests in the property to TCA Global Credit Master Fund LP, the company's largest creditor, to satisfy its liens against the company's assets. A copy of the second amended disclosure statement is available for free at: http://bankrupt.com/misc/txsb17-80138-123.pdf A copy of the first amended plan of reorganization is available for free at: http://bankrupt.com/misc/txsb17-80138-122.pdf About WK Management Services WK Management Services, Inc. owns approximately 3,460 acres of unimproved land located in the Bolivar Peninsula of Galveston, Galveston County, Texas. It is a real estate holding company which intends to subdivide its interest in the unimproved real estate in Galveston County, Texas, to satisfy allowed claims against it. The Debtor believes that the property is worth between $40 million and $84 million, with liens asserted against it by TCA Global Credit Master Fund, LP, a Grand Cayman corporation, which asserts a debt against the Debtor in the amount of $16.5 million arising out of two extensions of credit in the original principal amount of $7.3 million. WK Management Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-80138) on May 1, 2017. Bryan Scott Jarnagin, president, signed the petition. At the time of the filing, the Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. Judge Marvin Isgur presides over the case. The Debtor is represented by John Vincent Burger, Esq., at Burger Law Firm. [*] 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. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 61,641.0 (3,375.0) (3,379.0) ABBVIE INC ABBVUSD EU 61,641.0 (3,375.0) (3,379.0) ABBVIE INC ABBVEUR EU 61,641.0 (3,375.0) (3,379.0) ABBVIE INC 4AB QT 61,641.0 (3,375.0) (3,379.0) ABBVIE INC 4AB TE 61,641.0 (3,375.0) (3,379.0) ABBVIE INC ABBV AV 61,641.0 (3,375.0) (3,379.0) ABBVIE INC 4AB GZ 61,641.0 (3,375.0) (3,379.0) ABBVIE INC 4AB GR 61,641.0 (3,375.0) (3,379.0) ABBVIE INC ABBV SW 61,641.0 (3,375.0) (3,379.0) ABBVIE INC ABBV* MM 61,641.0 (3,375.0) (3,379.0) ABBVIE INC 4AB TH 61,641.0 (3,375.0) (3,379.0) ABBVIE INC-BDR ABBV34 BZ 61,641.0 (3,375.0) (3,379.0) ABSOLUTE SOFTWRE ABT CN 97.0 (56.5) (35.2) ABSOLUTE SOFTWRE OU1 GR 97.0 (56.5) (35.2) ABSOLUTE SOFTWRE ALSWF US 97.0 (56.5) (35.2) ABSOLUTE SOFTWRE ABT2EUR EU 97.0 (56.5) (35.2) ACELRX PHARMA R5X GR 64.6 (49.0) 39.7 ACELRX PHARMA R5X TH 64.6 (49.0) 39.7 ACELRX PHARMA ACRX US 64.6 (49.0) 39.7 ACELRX PHARMA ACRXUSD EU 64.6 (49.0) 39.7 ACELRX PHARMA ACRXEUR EU 64.6 (49.0) 39.7 AIMIA INC AIM CN 3,521.5 (190.9) (1,254.4) AMERICAN AIRLINE AAL US 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE A1G GR 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE AAL* MM 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE AAL1USD EU 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE A1G TH 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE A1G QT 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE AAL TE 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE A1G SW 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE AAL1CHF EU 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE A1G GZ 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE AAL11EUR EU 52,635.0 (568.0) (6,850.0) AMERICAN AIRLINE AAL AV 52,635.0 (568.0) (6,850.0) AMYRIS INC 3A01 GR 118.7 (249.0) (91.8) AMYRIS INC 3A01 TH 118.7 (249.0) (91.8) AMYRIS INC AMRS US 118.7 (249.0) (91.8) AMYRIS INC AMRSUSD EU 118.7 (249.0) (91.8) AMYRIS INC AMRSEUR EU 118.7 (249.0) (91.8) AMYRIS INC 3A01 QT 118.7 (249.0) (91.8) AQUESTIVE THERAP AQST US 39.8 (38.9) 3.2 ATLATSA RESOURCE ATL SJ 170.1 (210.5) 6.1 AUTODESK INC ADSK US 3,833.0 (241.6) (316.3) AUTODESK INC AUD TH 3,833.0 (241.6) (316.3) AUTODESK INC AUD GR 3,833.0 (241.6) (316.3) AUTODESK INC ADSK SW 3,833.0 (241.6) (316.3) AUTODESK INC AUD QT 3,833.0 (241.6) (316.3) AUTODESK INC ADSKEUR EU 3,833.0 (241.6) (316.3) AUTODESK INC ADSKUSD EU 3,833.0 (241.6) (316.3) AUTODESK INC ADSK TE 3,833.0 (241.6) (316.3) AUTODESK INC AUD GZ 3,833.0 (241.6) (316.3) AUTODESK INC ADSK AV 3,833.0 (241.6) (316.3) AUTODESK INC ADSK* MM 3,833.0 (241.6) (316.3) AUTOZONE INC AZ5 GR 9,347.0 (1,520.4) (392.8) AUTOZONE INC AZ5 TH 9,347.0 (1,520.4) (392.8) AUTOZONE INC AZO US 9,347.0 (1,520.4) (392.8) AUTOZONE INC AZOEUR EU 9,347.0 (1,520.4) (392.8) AUTOZONE INC AZ5 QT 9,347.0 (1,520.4) (392.8) AUTOZONE INC AZOUSD EU 9,347.0 (1,520.4) (392.8) AVALARA INC AVLR US 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2,370.9 (1,244.1) 413.1 UNISYS CORP UISEUR EU 2,370.9 (1,244.1) 413.1 UNISYS CORP UIS EU 2,370.9 (1,244.1) 413.1 UNISYS CORP USY1 GZ 2,370.9 (1,244.1) 413.1 UNISYS CORP USY1 QT 2,370.9 (1,244.1) 413.1 UNITI GROUP INC UNIT US 4,471.7 (1,289.8) - UNITI GROUP INC 8XC GR 4,471.7 (1,289.8) - VALVOLINE INC 0V4 TH 1,849.0 (288.0) 365.0 VALVOLINE INC VVVEUR EU 1,849.0 (288.0) 365.0 VALVOLINE INC 0V4 GR 1,849.0 (288.0) 365.0 VALVOLINE INC 0V4 QT 1,849.0 (288.0) 365.0 VALVOLINE INC VVV US 1,849.0 (288.0) 365.0 VECTOR GROUP LTD VGR US 1,333.9 (428.7) 164.9 VECTOR GROUP LTD VGR GR 1,333.9 (428.7) 164.9 VECTOR GROUP LTD VGR QT 1,333.9 (428.7) 164.9 VECTOR GROUP LTD VGREUR EU 1,333.9 (428.7) 164.9 VERISIGN INC VRSN US 1,884.6 (1,401.1) 322.3 VERISIGN INC VRS GR 1,884.6 (1,401.1) 322.3 VERISIGN INC VRS TH 1,884.6 (1,401.1) 322.3 VERISIGN INC VRS QT 1,884.6 (1,401.1) 322.3 VERISIGN INC VRSNUSD EU 1,884.6 (1,401.1) 322.3 VERISIGN INC VRSNEUR EU 1,884.6 (1,401.1) 322.3 VERISIGN INC VRS GZ 1,884.6 (1,401.1) 322.3 W&T OFFSHORE INC UWV GR 958.2 (507.4) (55.7) W&T OFFSHORE INC WTI US 958.2 (507.4) (55.7) W&T OFFSHORE INC WTI1EUR EU 958.2 (507.4) (55.7) WAYFAIR INC- A W US 1,287.3 (195.5) (96.3) WAYFAIR INC- A 1WF GR 1,287.3 (195.5) (96.3) WAYFAIR INC- A WEUR EU 1,287.3 (195.5) (96.3) WAYFAIR INC- A 1WF QT 1,287.3 (195.5) (96.3) WEIGHT WATCHERS WW6 GR 1,336.6 (923.0) (88.2) WEIGHT WATCHERS WTW US 1,336.6 (923.0) (88.2) WEIGHT WATCHERS WW6 TH 1,336.6 (923.0) (88.2) WEIGHT WATCHERS WTWEUR EU 1,336.6 (923.0) (88.2) WEIGHT WATCHERS WW6 QT 1,336.6 (923.0) (88.2) WEIGHT WATCHERS WTWUSD EU 1,336.6 (923.0) (88.2) WEIGHT WATCHERS WW6 GZ 1,336.6 (923.0) (88.2) WESTERN UNIO-BDR WUNI34 BZ 9,115.6 (451.3) (813.3) WESTERN UNION W3U TH 9,115.6 (451.3) (813.3) WESTERN UNION W3U GR 9,115.6 (451.3) (813.3) WESTERN UNION WU US 9,115.6 (451.3) (813.3) WESTERN UNION W3U QT 9,115.6 (451.3) (813.3) WESTERN UNION WUEUR EU 9,115.6 (451.3) (813.3) WESTERN UNION W3U GZ 9,115.6 (451.3) (813.3) WIDEOPENWEST INC WOW US 2,196.8 (422.4) (95.7) WIDEOPENWEST INC WU5 GR 2,196.8 (422.4) (95.7) WIDEOPENWEST INC WOW1EUR EU 2,196.8 (422.4) (95.7) WIDEOPENWEST INC WU5 QT 2,196.8 (422.4) (95.7) WINDSTREAM HOLDI WIN US 10,839.8 (1,406.5) (406.3) WINDSTREAM HOLDI B4O2 TH 10,839.8 (1,406.5) (406.3) WINDSTREAM HOLDI B4O2 GR 10,839.8 (1,406.5) (406.3) WINDSTREAM HOLDI WIN2USD EU 10,839.8 (1,406.5) (406.3) WINGSTOP INC WING US 124.1 (140.7) (6.7) WINGSTOP INC WING1EUR EU 124.1 (140.7) (6.7) WINGSTOP INC EWG GR 124.1 (140.7) (6.7) WINMARK CORP WINA US 50.5 (11.7) 7.5 WINMARK CORP GBZ GR 50.5 (11.7) 7.5 WORKIVA INC WK US 181.7 (17.7) (21.7) WORKIVA INC 0WKA GR 181.7 (17.7) (21.7) WORKIVA INC WKEUR EU 181.7 (17.7) (21.7) WYNDHAM DESTINAT WD5 TH 7,075.0 (520.0) (138.0) WYNDHAM DESTINAT WD5 GR 7,075.0 (520.0) (138.0) WYNDHAM DESTINAT WYND US 7,075.0 (520.0) (138.0) WYNDHAM DESTINAT WD5 QT 7,075.0 (520.0) (138.0) WYNDHAM DESTINAT WYNEUR EU 7,075.0 (520.0) (138.0) XERIUM TECHNOLOG TXRN GR 547.2 (151.0) 72.0 XERIUM TECHNOLOG XRM US 547.2 (151.0) 72.0 YELLOW PAGES LTD YLWDF US 544.3 (182.3) 70.9 YELLOW PAGES LTD Y CN 544.3 (182.3) 70.9 YRC WORLDWIDE IN YEL1 GR 1,644.5 (344.1) 182.2 YRC WORLDWIDE IN YEL1 TH 1,644.5 (344.1) 182.2 YRC WORLDWIDE IN YRCW US 1,644.5 (344.1) 182.2 YRC WORLDWIDE IN YRCWUSD EU 1,644.5 (344.1) 182.2 YRC WORLDWIDE IN YRCWEUR EU 1,644.5 (344.1) 182.2 YRC WORLDWIDE IN YEL1 QT 1,644.5 (344.1) 182.2 YUM! BRANDS INC TGR TH 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC TGR GR 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC YUMEUR EU 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC TGR QT 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC YUMCHF EU 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC YUM SW 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC YUM US 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC YUM* MM 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC YUMUSD SW 4,326.0 (7,247.0) 279.0 YUM! BRANDS INC TGR GZ 4,326.0 (7,247.0) 279.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***