/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181107.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 7, 2018, Vol. 22, No. 310 Headlines 18 AUDUBON PLACE: Trustee Hires Gilmore Auction as Auctioneer 3832 WEST SIXTH STREET: Case Summary & 3 Unsecured Creditors 444 EAST 13: Hires Domenic M. Recchia, Jr. as Consultant 600 TRIANGLE: Hires Certilman Balin as Attorneys 999 PRIVATE JET: Court Denies SBK Bid for Chapter 11 Trustee A TOP NEW CASTING: Taps James Benak as Counsel in Bodum Suit ABA HOLDING: Court Approves Disclosures, Confirms Plan ACTIVECARE INC: Ombudsman Files Report on Patient Data Protection AGPB LLC: Hires Markarian & Hayes as Attorney AMBOY GROUP: Wants Court to Okay DIP Financing With KRC Funding ART & SIGN: Taps Main Street Accounting as Accountant ASPEN LAKES: Hires Keen-Summit and Fairway as Real Estate Advisor AYTU BIOSCIENCE: Inks Exclusive License Agreement with Tris Pharma BAKER MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors BAY TERRACE: Needs More Time to Solicit Acceptances of Plan BCPE ROVER MERGER: Moody's Assigns B2 CFR, Outlook Stable BETTA BURGER: Series B Needs Time to Work on Plan With Creditors BOMBARDIER INC: Moody's Affirms B3 CFR & Alters Outlook to Stable CAJ SOUTHWAY: May Continue Using Cash Collateral Until Jan. 12 CALLAHAN GRADING: Seeks Authority to Use CCG Cash Collateral CASTILLO ENTERPRISES: Hires Jose I. Moreno, P.A. as Counsel CCPG INC: Case Summary & 4 Unsecured Creditors CITY DIAMOND: Seeks to Hire Gregory Messer as Counsel COLONIAL OAKS: Hires Centurion Real as Property Manager CPKAP LLC: Judge Okayed Amended Cash Collateral Consent Order CSC DEVELOPERS: To File Objections to Claimants Proofs of Claims CUSTOM AIR: Case Summary & 20 Largest Unsecured Creditors CYCLE-TEX INC: Case Summary & 20 Largest Unsecured Creditors DELTA DUCK: Case Summary & 5 Unsecured Creditors DIAGNOSTIC CENTER: Talks With Creditors Delays Plan Filing DIXIE ELECTRIC: Hires Prime Clerk LLC as Claims and Noticing Agent DURO DYNE: Asbestos Claimants Hire Gilbert LLP as Insurance Counsel EAST END BUS: Hires Littler Mendelson as Special Counsel EGALET CORP: Plan Incorporates Restructuring Support Agreement EGALET CORPORATION: Nov. 9 Meeting Set to Form Creditors' Panel ELECTRIC SUPPLY: Case Summary & 20 Largest Unsecured Creditors ENCANA CORP: Moody's Alters Outlook on Ba1 CFR to Positive F & F SPECIALTY: Talks With Creditors, Purchasers Delay Plan Filing FATE RESTAURANTS: Taps Weinman & Associates as Legal Counsel FRASER'S BOILER: Taps Richard Dykstra of Friedman Rubin as Expert GARAFOLA PROPERTIES: Hires Lefkovitz & Lefkovitz as Attorney GFD CONSTRUCTION: Hires Osborn Group as Counsel GLASGOW EQUIPMENT: Judge Signs Interim Cash Collateral Order HEART CARE GROUP: Hires John R. K. Solt as Attorney HERB PHILIPSON'S: Hires Scouler Kirchhein as Financial Advisor HERB PHILIPSON'S: Seeks to Hire Ordinary Course Professionals HERB PHILIPSON'S: Taps Cullen and Dykman as Limited Local Counsel HH & JR INC: Seeks to Hire Van Horn Law as Counsel HKD TREATMENT: PCO Files Report for Period Ended Sept. 28 IBEX LLC: Unsecureds to Get 25% Plus 2.5% Interest Per Annum ILLINOIS FINANCE AUTHORITY: S&P Cuts Ratings on 7 Tranches to CCC INPIXON: Reports Third Quarter Revenue of $940,000 JDJ REALTY: Hires Brennan Law Firm as Special Counsel JOHN COBLE: Rudds Buying 13 Non-Tillable Acres in Delphi for $35K KBC ENTERPRISE: Wants to Continue Factoring, Use Cash Collateral KENDALL FROZEN: Case Summary & 9 Unsecured Creditors KSA INVESTMENTS: Dec. 14 Hearing on Disclosure Statement LUCKY 38 LLC: Seeks to Hire Zazella & Singer as Counsel MARBLE MASTERS: Has Interim Nod to Use Cash Until Nov. 30 MARICOPA IDA: Moody's Rates 2018A/B Education Bonds 'Ba2' MIDWAY OILFIELD: Judge Signs Final Cash Collateral Order MIDWAY OILFIELD: Taps Chamberlain Hrdlicka as Special Tax Counsel MILLERBERND SYSTEMS: Hires SealedBid Marketing as Business Broker MJW FILMS: Taps Engelman Berger as General Bankruptcy Counsel MONITRONICS INTERNATIONAL: Has Exchange Offer for 9.125% Sr. Notes MONITRONICS INTERNATIONAL: Suits Filed Over Planned Exchange Offer NELSON INC: Cadles Wants to Prohibit Cash Collateral Use NEWARK SPECIAL: Hires Joseph L. Pittera as Bankruptcy Counsel NICHOLS BROTHER: Needs More Time To Negotiate With Lenders OFF THE GRID: Hires Coldwell Banker as Real Estate Broker OPERATION SIMULATION: Hires Scarborough & Fulton as Counsel ORION HEALTHCORP: Parmar Entities Seek Ch. 11 Trustee Appointment OWENS & MINOR: Fitch Affirms B+ LT IDR, Outlook Negative OZARK TIMBERLANDS: Seeks to Hire Caddell Reynolds as Attorney PACKETTEL NETWORKS: Must File Plan, Disclosures Before Jan. 10 PARADIGM DEVELOPMENT: Seeks Permission to Use Cash Collateral PARKER BUILDING: Unsecureds to be Paid in Full at 10% Per Annum PGHC HOLDINGS: Case Summary & 30 Largest Unsecured Creditors POINT.360: Wants OK of Austin Financial, AFCO Financing Pacts POINTCLEAR SOLUTIONS: Taps Maples Law as Bankruptcy Counsel PROHCM HOLDINGS: Seeks Authorization to Use Cash Collateral RANDAL D. HAWORTH: PCO Files 2nd Interim Report REGDALIN PROPERTIES: U.S. Trustee Names R. T. Neilson as Trustee RESOLUTE ENERGY: Reports $14.3 Million Net Loss for Third Quarter RIVER HACIENDA: Unsecured Creditors Vote to Accept Plan SANCHEZ ENERGY: Moody's Lowers CFR to Caa1, Outlook Negative SARAH ZONE: Creditor's Panel Hires Lewis Brisbois as Counsel SARAH ZONE: May Use Cash Collateral on Final Basis Through Jan. 5 SIW HOLDING: Needs More Time to Exclusively File Plan SMGR LLC: Directed to File Plan and Disclosures Before Dec. 14 SOLENIS HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable SUNCOAST COMFORT: Has Until Jan. 10 to File Plan and Disclosures SUNPLAY POOLS: Reports Improved Cash Collateral Position SYNERGY PARTNERS: Hires Lefkovitz & Lefkovitz as Attorney TEMPEST GROUP: FB Acquisition Objects to Amended Plan Outline TOP SHELV: Court Awards $29K to Counsel as Compensation TROLLEY INC: Seeks to Hire Frank Monetti as Accountant [*] AlixPartners Completes Acquisition of Zolfo Cooper [*] FTI's Tim McDonagh Named to ABI Institute 40 Under 40 List [*] Getzler Henrich Named to 2018 Outstanding Turnaround List ********* 18 AUDUBON PLACE: Trustee Hires Gilmore Auction as Auctioneer ------------------------------------------------------------- David V. Adler, the Ch. 11 Trustee of 18 Audubon Place, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to retain Sperry Van Ness/Gilmore Auction & Realty Co. as auctioneer for the Estate. Gilmore's duties will include, without limitation: handling all potential bidder information requests, internet marketing, web sites, print advertising placement, media requests, purchase agreements, receiving bids, holding deposits, and assisting/conducting the Property's auction. The auction will occur before December 21, 2018, absent the agreement of the Trustee, SBN and Trinity. The Commission will be, for a gross amount up to an amount necessary to satisfy all encumbrances against the property, the Agent will receive 1.5%; from all amounts received over and above the encumbrances against the property the agent will receive 10%. David Gilmore, senior advisor and managing partner at Gilmore, disclosed in a court filing that Gilmore is a disinterested person, as such term is defined in section 101(14) of the Bankruptcy Code and as required under section 327(a) of the Bankruptcy Code, and neither holds nor represents an interest adverse to the Trustee or the Estate. The firm can be reached through: David E. Gilmore SVN|GARC Sperry Van Ness Gilmore Auction & Realty Co. 3316 Florida Ave., Suite 201 Kenner, Louisiana 70065 Tel: (504) 468-6800 Fax: (504) 468-6811 About 18 Audubon Place 18 Audubon Place, LLC, owns a real property located at 18 Audubon Place New Orleans, LA 70118 valued by the company at $5.2 million. 18 Audubon Place sought Chapter 11 protection (Bankr. W.D. La. Case No. 18-50960) on Aug. 1, 2018. In the petition signed by Richard Goldenberg, member and manager, the Debtor disclosed total assets of $5.80 million and total liabilities of $7.23 million. The case is assigned to Judge Robert Summerhays. On October 4, 2018, David V. Adler, was appointed as the Ch. 11 Trustee of 18 Audubon Place, LLC. The Trustee hired Stewart Robbins & Brown, LLC, as counsel. 3832 WEST SIXTH STREET: Case Summary & 3 Unsecured Creditors ------------------------------------------------------------ Debtor: 3832 West Sixth Street, LLC 1321 South Berendo Street, Unit B Los Angeles, CA 90006 Business Description: 3832 West Sixth Street, LLC is a privately held company whose principal assets are located at 979 Dewey Avenue Los Angeles, CA 90006. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-23048 Judge: Hon. Sandra R. Klein Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER A PROFESSIONAL CORPORATION 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 Fax: (310) 473-3512 E-mail: ray@averlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Chul Heay Shin, manager. A copy of the Debtor's list of three unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-23048_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb18-23048.pdf 444 EAST 13: Hires Domenic M. Recchia, Jr. as Consultant -------------------------------------------------------- 444 East 13 LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Office of Domenic M. Recchia, Jr. Esq. as its landlord/tenant consultant effective as of January 1, 2018. The Consultant will advise the Debtor and its other retained professionals on landlord/tenant issues that arise out of the operation of the Debtor's business, specifically consulting with the Debtor and its bankruptcy counsel with respect to disputes with certain rentstabilized tenants. Recchia is familiar with rent-stabilization laws and the processes involved with the necessary regulatory agencies and his knowledge will assist the Debtor in resolving outstanding disputes with certain rent-stabilized tenants who are once again withholding rent. Recchia on an hourly basis at the rate of $750 per hour, plus reimbursement of actual, necessary expenses and other charges incurred by Recchia. Recchia is also requesting a retainer in the amount of $7,500. Domenic M. Recchia, Jr., principal of The Law Office of Domenic M. Recchia, Jr. Esq., attests that Recchia is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Domenic M. Recchia, Jr., Esq. The Law Office of Domenic M. Recchia, Jr. Esq. 172 Gravesend Neck Rd Brooklyn, NY 11223 Phone: +1 718-336-5550 About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. At the time of the filing, E. 9th St. Holdings disclosed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debt. Judge Robert D. Drain presides over the cases. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., is the Debtors' bankruptcy counsel. Sheldon Lobel PC, is the special zoning counsel. On Nov. 17, 2017, E. 9th St. filed its proposed Chapter 11 plan of liquidation and disclosure statement. 600 TRIANGLE: Hires Certilman Balin as Attorneys ------------------------------------------------ 600 Triangle LLC seeks authority from the United States Bankruptcy Court for the Eastern District of New York (Central Islip) to hire Certilman Balin Adler & Hyman, LLP, as attorneys to the Debtor. CBAH will represent the Debtor in connection with the Chapter 11 case, which include, preparing necessary schedules, pleadings and other documents, to represent the Debtor in connection with any motion practice and proceedings, to negotiate with creditors and prepare, propose and seek approval of a disclosure statement and confirmation of a plan. Certilman Balin will be paid at these hourly rates: Richard J. McCord, Partner $500 Jaspreet S. Mayall, Partner $500 Robert D. Nosek, Associates $400 Paraprofessionals $150 Certilman Balin will be paid a retainer in the amount of $10,000. Certilman Balin will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard J. McCord, a partner at Certilman Balin Adler & Hyman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Certilman Balin can be reached at: Richard J. McCord, Esq. CERTILMAN BALIN ADLER & HYMAN, LLP 90 Merrick Avenue East Meadow, NY 11554 Tel: (516) 296-7000 About 600 Triangle LLC 600 Triangle LLC is a privately held company in Garden City, New York, engaged in activities related to real estate. 600 Triangle LLC filed a voluntary petition for relief under Chapter 11 of title 11 of the US Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-77139) on October 22, 2018. In the petition signed by Stephan Garber, managing member, the Debtor estimates $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Richard J. McCord, Esq. at Certilman Balin Adler & Hyman, LLP, represents the Debtor as counsel. 999 PRIVATE JET: Court Denies SBK Bid for Chapter 11 Trustee ------------------------------------------------------------ The Bankruptcy Court has denied as moot Creditor SBK Holdings USA, Inc.'s motion to direct the U.S. Trustee to appoint a Chapter 11 trustee for 999 Private Jet, LLC. The Court has approved the U.S. Trustee's motion to appoint a Chapter 11 trustee for Regdalin Properties, LLC, an affiliate debtor. 999 Private Jet and Regdalin Properties are affiliated entities owned and controlled by Edgar Sargsyan, the former President of and lawyer for SBK. Sargsyan, individually, 999 Private Jet, Regdalin Properties, and others, are currently embroiled as defendants in a number of pre-petition lawsuits filed by SBK, stemming from actions taken by Sargsyan while he was an officer of, and counsel to, SBK. The allegations against Sargsyan include, inter alia, dishonesty, conversion, and fraud, and more specifically, the embezzlement of more than $23,000,000 from SBK, the conversion of a 1997 Gulfstream Jet valued at approximately $4,000,000, and its subsequent improper transfer to 999 Private Jet, and the acquisition of more than 17 real properties totaling more than $22,000,000, purchased with SBK's funds, and fraudulently titled in Sargsyan's name and in the names of his various companies, including Regdalin Properties. SBK argued that the immediate appointment of a Chapter 11 trustee is necessary on the basis of Sargsyan's fraud and dishonesty, in order to protect creditors, prevent the dissipation of and/or improper transfer of assets during the pendency of these cases and, as may be necessary, to unravel the sordid mess of financial transactions and fraudulent actions taken by Sargsyan and the entities he controls, including the debtor. SBK is represented by: David S. Kupetz, Esq. Claire K. Wu, Esq. SulmeyerKupetz A Professional Corporation 333 South Hope Street, Thirty-Fifth Floor Los Angeles, CA 90071-1406 Tel: 213.626.2311 Email: dkupetz@sulmeyerlaw.com ckwu@sulmeyerlaw.com -- and -- Mark J. Geragos, Esq. GERAGOS & GERAGOS, A.P.C 644 South Figueroa Street Los Angeles, CA 90017 Tel: 213.625.3900 Email: mark@geragos.com About 999 Private Jet 999 Private Jet, LLC, is a privately held company in Beverly Hills, California that operates in the aviation industry. 999 Private Jet, LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20537), on September 10, 2018. The Petition was signed by Henrik Mosesi, managing member. The case is assigned to Judge Sandra R. Klein. The Debtor is represented by Henrik Mosesi, Esq. of the Law Offices of Henrik Mosesi. At the time of filing, the Debtor had estimated assets and liabilities of less than $10 million each. A TOP NEW CASTING: Taps James Benak as Counsel in Bodum Suit ------------------------------------------------------------ A Top New Casting, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire James Benak, Esq., as special counsel. The attorney will represent the Debtor in its appeal to the 7th Circuit Court of Appeals from the decision of the U.S. District Court for the Northern District of Illinois, which oversees the case filed by Bodum USA, Inc. against the Debtor. Mr. Benak will be paid an hourly fee of $450 for his services. The attorney neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. Mr. Benak maintains an office at: James D. Benak, Esq. 227 West Monroe Street, Suite 3650 Chicago, IL 60603 Phone: (312) 574-1000 Email: Jbenak@tetzlafflegal.com About A Top New Casting Inc. A Top New Casting, Inc., a supplier of engine parts in Buffalo, New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11110) on June 7, 2018. In the petition signed by Jian Liang, officer, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Carl L. Bucki presides over the case. James M. Joyce, Esq., serves as the Debtor's bankruptcy counsel. ABA HOLDING: Court Approves Disclosures, Confirms Plan ------------------------------------------------------ Bankruptcy Judge Carla E. Craig issued an order granting approval of A B A Holding LLC's disclosure statement and confirming its chapter 11 plan. The Court finds that the Plan complies with the applicable provisions of Chapter 11 of the Bankruptcy Code. The Plan has also been proposed in good faith and not by any means forbidden by law. In addition, confirmation of the Plan is not likely to be followed by any further liquidation, or the need for further financial reorganization of the Debtor. About A B A Holding A B A Holding LLC formed is a single-asset real estate entity. The Debtor owns a three-storey, two-family residential property located at 1615 Dorchester Road, Brooklyn, New York 11226. The Debtor's principal (without the advice of counsel) filed the instant case under Chapter 7 (Bankr. E.D.N.Y., Case No. 18-40282) on January 18, 2018. After filing the case, he realized that the case should have been filed under Chapter 11 and brought a motion to convert the case the Chapter 11 on the same day the case was filed. The Debtor is represented by John Lehr, Esq., at New Hyde Park, New York. ACTIVECARE INC: Ombudsman Files Report on Patient Data Protection ----------------------------------------------------------------- Lucy L. Thomson, Consumer Privacy Ombudsman for ActiveCare, Inc., filed a report to advise the Bankruptcy Court on the issues related to the protection of the privacy of personally identifiable information (PII) of the members/patients of ActiveCare, Inc. The Ombudsman recommends that because this case involves the purchase of a healthcare company by another established healthcare company with a long-standing record in the industry, and Telcare, LLC (the Buyer) intends to continue the operation of company and offer the glucose monitoring program to ActiveCare member/patients, the Ombudsman believes that the Court should apply those criteria that are consistent with the Health Insurance Portability and Accountability Act. Thus, the CPO recommends that the Court make a determination that the proposed Buyer is a "Qualified Buyer" because the criteria set forth below have been met. * The Buyer is in the same line of business as the Seller. * The Buyer agrees to use the personally identifiable consumer records and PHI for the same purpose(s) as they were previously. * The Buyer agrees to comply with the HIPAA Privacy and Security Rules. * The Buyer agrees to employ appropriate information security controls (technical, operational and managerial) to protect electronic personally identifiable customer information, including strong encryption. * The Buyer agrees to abide by HIPAA and all applicable federal, state, and international laws, including and laws prohibiting unfair or deceptive practices "UDAP," data breach, data disposal, "do-not-track," "do-not-call," and "no spam" laws. The issues related to the sale of the ActiveCare personally identifiable consumer records and PHI required under sections 332 and 363 of the Bankruptcy Code have been addressed for application of non-bankruptcy laws, and the losses or gains, and costs or benefits to consumers, if the sale is approved, the Ombudsman said. The proposed Buyer of the ActiveCare personal customer information -- Telcare -- meets the criteria for being a "Qualified Buyer." The Ombudsman believes there is no loss of privacy to ActiveCare consumers as a result of this sale because Telcare will continue the ActiveCare glucose monitoring program. If these benefits are not desired, in the future members/patients may opt-out of participating in the Telcare glucose monitoring program. Thus, members/patients can decide whether to do business with Telcare in the future based on the quality of the services provided. A copy of the Ombudsman's Report from PacerMonitor.com is available at https://tinyurl.com/yddmktfb at no charge. About ActiveCare Inc. ActiveCare, Inc. -- https://www.activecare.com/ -- is a real-time health analytics and monitoring company that provides self-insured health plans with solutions that significantly reduce the impact and cost of diabetes. ActiveCare, Inc., along with affiliates 4G Biometrics, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11659) on July 15, 2018. In the petitions signed by CEO Mark J. Rosenblum, ActiveCare, Inc., declared total assets of $2,623,458 and $41,787,746 in liabilities. The Hon. Laurie Selber Silversteinis the case judge. The Debtors tapped Polsinelli PC, led by Christopher A. Ward, Esq., as counsel; and Gavin/Solmonese LLC as financial advisor and asset sale advisor. Lucy Thomson serves as consumer privacy ombudsman in the case. The U.S. Trustee appointed an official committee of unsecured Creditors in the cases. The Committee tapped Orrick, Herrington & Sutcliffe LLP and Klehr Harrison Harvey Branzburg, LLP, as co-counsel, and RSR Consulting, LLC, as financial advisor. AGPB LLC: Hires Markarian & Hayes as Attorney --------------------------------------------- AGPB, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Markarian & Hayes, as attorney to the Debtor. AGPB, LLC, requires Markarian & Hayes to: a. give advice to the Debtor with respect to its powers and duties as debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the bankruptcy case; d. protect the interest of the Debtor in all matters pending before the court; e. represent the Debtor in negotiation with their creditors in the preparation of a plan. Markarian & Hayes will be paid at the hourly rate of $150-$375. Markarian & Hayes will be paid a retainer in the amount of $4,717. Markarian & Hayes will also be reimbursed for reasonable out-of-pocket expenses incurred. Malinda L. Hayes, partner of Markarian & Hayes, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Markarian & Hayes can be reached at: Malinda L. Hayes, Esq. MARKARIAN & HAYES 2925 PGA Boulevard, Suite 204 Palm Beach Gardens, FL 33410 Tel: (561) 626-4700 Fax: (772) 794-3379 About AGPB, LLC AGPB, LLC, doing business as AlphaGraphics -- https://www.alphagraphics.com/ -- is a full-service printing and marketing company in Palm Beach Gardens, Florida. AlphaGraphics offers printing on apparel, textile products, glass, metals, papers, and more. AGPB, LLC, based in Palm Beach Gardens, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-23206) on Oct. 24, 2018. In the petition signed by Timothy J. Kerbs, president of manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Erik P. Kimball presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes, serves as bankruptcy counsel to the Debtor. AMBOY GROUP: Wants Court to Okay DIP Financing With KRC Funding --------------------------------------------------------------- Amboy Group, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to obtain senior secured post-petition financing pursuant to the terms of that certain debtor-in-possession loan and security agreement entered into by and between the Debtor and KRC Funding, LLC. Amboy Group has determined that an additional post-petition credit facility is needed to support its potential working capital needs as it attempts to reorganize. To that end, KRC Funding has agreed to provide Amboy Group with a post-petition credit facility in the principal amount up to $1 million as agreed upon. The DIP Financing will "takeout" the current $750,000 DIP. The DIP Financing is to be disbursed to Amboy Group either in a lump sum or through a series of loans upon request by Amboy Group based on need and purchase orders. Any amount of the DIP Financing disbursed to Amboy Group will accrue annual interest at the rate of 12%, and Amboy Group will on the first day of each month repay KRC Funding an interest payment based on the then-outstanding principal balance of the DIP Financing, computed from the date of each disbursement. The entire principal balance of the DIP Financing, together with interest, will be due and payable no later than Dec. 31, 2019. As set forth in the Debtors' prior motions for DIP Financing, the Debtors seek to prime Newtek and acquire a first lien position on personal and accounts receivable of Amboy Group, LLC, and a third lien position on CLU Amboy, LLC's real estate. On May 8, 2018, the Court entered a final order authorizing the Debtors to obtain senior secured post-petition financing and use cash collateral. Based on additional business acquired, Debtors require an additional $250,000 from the current DIP, in DIP Financing, for a total DIP Financing of $1 million. The Debtors request: (a) to obtain senior secured post-petition financing for $1 million to process and fulfill products by "priming" Newtek; (b) pay off the existing DIP held by Primary Capital in the approximate amount of $650,000; and (c) acquire a third lien position on CLU Amboy, LLC's real estate located at Amboy Avenue, Woodbridge, New Jersey. In the event of default, the DIP Financing Documents provide various remedies to KRC Funding, including taking any action in law or equity, upon notice to Debtors to take possession of the DIP financing collateral. As a condition to providing the DIP Financing, KRC Funding requires that it continue to be provided with a superpriority security interest in all of Amboy Group's "accessions, accounts, inventory, equipment, fixtures, books and records, chattel paper, documents, general intangibles, instruments, investment property, money, payment intangibles, promissory notes, securities, software, and supporting obligations as defined in the New Jersey Uniform Commercial Code." KRC Funding has indicated that it will not extend the DIP Financing without being provided a superpriority lien in the DIP Financing Collateral up to the amount of the DIP Financing. Given Newtek's existing first lien interests in the DIP Financing Collateral, subject to Primary Capital's current priming lien as previously granted by the Court, it is necessary to obtain relief from the Court to further "prime" Newtek's interest in the DIP collateral such that KRC Funding be provided a first position superpriority lien. The DIP Financing Collateral will not affect any of the Debtors' other secured creditors. Although priming is an extraordinary measure, it is necessary and reasonable in this instance, and it is believed that the benefit to the Debtors greatly outweighs any potential harm to Newtek. In fact, the additional financing also benefits Newtek because it allows the Debtor to increase its business. A copy of the Debtors' request is available at: http://bankrupt.com/misc/njb17-31653-409.pdf About Amboy Group Amboy Group LLC, dba Tommy Moloney's, dba Agnelli's Gourmet, dba Amboy Cold Storage, is a provider of food products and temperature controlled warehouses. Its food processing and cold storage facility serves as a manufacturer/distributor of authentic Irish and Italian meat products in America. Amboy Group's facility is USDA, FDA and SQF 2000 certified. CLU Amboy, LLC, is the fee simple owner of a real property located at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of $13 million. CLU Amboy reported gross revenue of $624,444 in 2016 and gross revenue of $644,066 in 2015. Amboy Group holds a 51% interest in an American entity known as Parmacotta-Amboy NA, LLC that distributes Italian meats. The remaining 49% is owned by an American entity known as Parmacotto America. Parmacotto America is owned by Paramcotto sPa. Parmacotto sPa has been subject to insolvency proceedings in Italy for approximately two and half years, during which time, no revenue has flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross revenue amounted to $10.01 million in 2016 and $6.26 million in 2015. Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct. 25, 2017. At the time of filing, the Amboy Group reported $1.48 million in assets and $7.11 million in liabilities, while CLU Amboy reported $13.34 million in assets and $10.78 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as bankruptcy counsel, substituted by McManimon Scotland & Baumann, LLP. The Debtors hired Reitler Kailas & Rosenblatt LLC as special counsel, and Thomas A. Ferro, P.C., as their accountant. The Debtors also tapped Sout Risius Ross Advisors, LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor and investment banker. ART & SIGN: Taps Main Street Accounting as Accountant ----------------------------------------------------- Art & Sign F/X, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Mason "Bo" Clark of Main Street Accounting Services, Inc., as accountant. Main Street Accounting Services will prepare accounting reports and tax returns, analyze and report on the tax impacts of its chapter 11 reorganization plan, and perform any other accounting services which may be required in this Chapter 11 case. Fees charged by Main Street are: Data Entry (Bookkeeping/Accounting) $35/hour Accounting Review, Adjustments & Consulting $35/hour Preparation of Financial Statements $105/hour Form 1065: Partnerships $500-$700 Form 1120S: S Corporation $500-$700 Form 1120: C Corporation $500-$700 Mason "Bo" Clark, principal of Main Street Accounting Services, Inc., attests that each member of his team is a "disinterested person" within the meaning of 11 U.S.C. 101(14) and does not represents any interest adverse to the estate. The accountant can be reached at: Mason "Bo" Clark Main Street Accounting Services, Inc. 118 W. Main Street Orange, VA 22960 Phone: (540) 672-4720 About Art & Sign FX Inc. Art & Sign FX, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-12738) on Aug. 8, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Brian F. Kenney presides over the case. ASPEN LAKES: Hires Keen-Summit and Fairway as Real Estate Advisor ----------------------------------------------------------------- Aspen Lakes Golf Course, L.L.C., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Oregon to employ Keen-Summit Capital Partners LLC and Fairway Advisors, LLC, as real estate advisors to the Debtors. Aspen Lakes requires Keen-Summit and Fairway to: (1) review pertinent documents and consulting with the Debtors' and their principals' counsel; (2) coordinate with the Debtors and their principals the development of due diligence materials; (3) assist the Debtors and their principals in evaluating the market and develop, subject to the Debtors' and their principals' review and approval, a pricing structure and marketing plan to implement each facet of the marketing plan; (4) communicate regularly with prospects and maintain records of communications; (5) solicit offers for a transaction or transactions; (6) assist the Debtors and their principals in evaluating, structuring, negotiating and implementing the terms and conditions of a proposed transaction; (7) develop and implement, subject to the Debtors' and their principals' review and approval, an auction plan, including arranging auction logistics, assisting Debtors' and their principals' counsel with auction bid procedures, assist the Debtors and their principals in qualifying bidders, and running the auction; (8) communicate regularly with the Debtors, their principals, and their professional advisors in connection with the status of its efforts; and (9) work with and support the Debtors, their principals and their counsel for the approval and implementation of any proposed transactions, including preparing submissions to this Court, testimony, review of documents, negotiation and assistance in resolving problems which may arise. Keen-Summit and Fairway will be paid as follows: -- Transaction Fee: If Keen-Summit and Fairway closes a Transaction, it will be paid 7% of the gross proceeds; -- Break Fee: In the event the mortgagee of the Property acquires the Property by credit bid, then Keen-Summit Capital shall be entitled to a break fee of $120,000 in lieu of the Transaction Fee. Keen-Summit and Fairway will also be reimbursed for reasonable out-of-pocket expenses incurred. Harold J. Bordwin, managing director of Aspen Lakes Golf Course, and Jeffrey Davis, managing director of Fairway Advisors, assured the Court that the firms each is a a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Keen-Summit and Fairway can be reached at: Harold J. Bordwin KEEN-SUMMIT CAPITAL PARTNERS LLC 1 Huntington Quadrangle, Suite 2C04 Melville, NY 11747 Tel: (646) 381-9202 - and - Jeffrey Davis FAIRWAY ADVISORS, LLC 3102 Maple Avenue, Suite 450 Dallas, TX 75201 Tel: (214) 485-1500 About Aspen Lakes Golf Course Aspen Lakes Golf Course, L.L.C. -- https://www.aspenlakes.com/ -- is a privately owned, public golf course in Sisters, Oregon, owned by the Cyrus family. Wildhorse Meadows acts as Aspen Lakes' landlord. The Aspen Lakes facilities feature a 28,000 square foot clubhouse -- featuring a full service pro shop, bar, and a restaurant. Aspen Lakes is open 7 days a week, shop hours are 7 a.m. to 7 p.m. Aspen Lakes Golf Course and two affiliates filed voluntary Chapter 11 bankruptcy petitions (Bankr. D. Ore. Lead Case No. 18-32265) on June 27, 2018. The affiliates are Aspen Investments, L.L.C. (Case No. 18-32266) and Wildhorse Meadows, LLC (Case No. 18-32267). Each of the Debtors disclosed $1 million to $10 million in both assets and liabilities. The petitions were signed by Matt Cyrus, managing member. The Hon. Trish M. Brown presides over the case. Perkins Coie LLP, led by Douglas R. Pahl, Esq., and Amir Gamliel, Esq., serves as Aspen Lakes' bankruptcy counsel. AYTU BIOSCIENCE: Inks Exclusive License Agreement with Tris Pharma ------------------------------------------------------------------ Aytu BioScience, Inc. has entered into the $3 billion cough and cold market with an exclusive license of FDA-approved Tuzistra XR from Tris Pharma. Tuzistra XR is the only FDA-approved 12-hour codeine-based antitussive. Tuzistra XR is a prescription antitussive consisting of codeine polistirex and chlorpheniramine polistirex in an extended-release oral suspension. Along with Tuzistra XR, the Company has licensed a complementary antitussive product pending FDA approval. Tuzistra XR and the complementary antitussive, upon FDA approval, will both be marketed in the United States by Aytu's direct sales force. Tuzistra XR is expected to generate revenue this year after launching promptly this cough and cold season. Tuzistra XR generated more than 40,000 prescriptions in 2017. Tuzistra XR is a patented combination of codeine, an opiate agonist antitussive, and chlorpheniramine, a histamine-1 receptor antagonist, indicated for relief of cough and symptoms associated with upper respiratory allergies or a common cold in adults aged 18 years and older. Tuzistra XR is protected by two Orange Book-listed patents extending to 2031 and multiple pending patents. According to MediMedia, the US cough cold prescription market is worth in excess of $3 billion at current brand pricing, with 30-35 million annual prescriptions. This market is dominated by short-acting treatments, which require dosing 4-6 times a day. Tuzistra XR was developed using Tris Pharma's liquid sustained release technology, LiquiXR, which allows for extended drug delivery throughout a 12-hour dosing period. As part of this transaction, the Company also plans to enter into a strategic financing with Armistice Capital, LLC, an institutional healthcare investor with over $800M in assets under management. Under the terms of this financing, Armistice is expected to provide the company with up to $5 million in the form of a three-year note, secured by the Tuzistra revenue streams. This funding will further support the Company's growth and enable a rapid launch and integration of the Tuzistra portfolio in Aytu's current operations. Details of the financing will be provided upon its closing, which is expected to occur in seven business days. Josh Disbrow, chief executive officer of Aytu BioScience explained, "We are thrilled to be partnering with Tris Pharma in acquiring this license to Tuzistra XR and the complementary antitussive therapeutic pending approval. We believe these products align well with our primary care portfolio, and Tuzistra XR provides another attractive, revenue-generating therapeutic asset with clear clinical differentiation and patient benefits. We're equally excited about the prospect of adding a complementary antitussive to the portfolio as that product gains approval. We thank the Tris Pharma team for entrusting Aytu to build these products into strong brands and look forward to a successful long-term relationship with Tris." Tris Pharma's founder and chief executive officer, Ketan Mehta said, "The combination of all day, all night, cough/cold relief in a liquid form makes a great deal of sense. We are excited to continue to leverage our technology platform, LiquiXR, to improve patient care. Further, we are delighted to have Aytu BioScience as our partner." About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of June 30, 2018, Aytu Bioscience had $21.06 million in total assets, $7.63 million in total liabilities and $13.42 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BAKER MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Baker Manufacturing Company, Inc. dba JRB Studio 75 Wadley Street Pineville, LA 71360 Business Description: Baker Manufacturing Company, Inc. is a manufacturer and supplier of institutional furniture for large-scale government and private sectors. JRB Studio, a Baker Manufacturing brand, is in the business of designing and manufacturing height-adjustable tables. For more information, visit http://www.jrbstudio.com and http://www.bakermanufacturing.com Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Western District of Louisiana (Alexandria) Case No.: 18-81104 Judge: Hon. John W. Kolwe Debtor's Counsel: Mark A. Mintz, Esq. JONES WALKER LLP 201 St. Charles Ave., 49th Floor New Orleans, LA 70170 Tel: (504) 582-8368 504-582-8000 Fax: (504) 589-8368 Email: mmintz@joneswalker.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Charles Martin, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/lawb18-81104_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/lawb18-81104.pdf BAY TERRACE: Needs More Time to Solicit Acceptances of Plan ----------------------------------------------------------- Bay Terrace Country Club, Inc., asks the U.S. Bankruptcy Court for the Eastern District of New York to extend the exclusive period during which only the Debtor can solicit acceptances to its filed plan of reorganization for an additional 90 days from Oct. 31, 2018, through and including Jan. 29, 2019. A hearing on the Debtor's request is set for Nov. 14, 2018, at 2:30 p.m. The Debtor, filed its Plan on Aug. 1, 2018, which was within 120 days of the Petition Date. However, the 180th day of this case is Oct. 31, 2018. Therefore, by this application the Debtor is a 90-day extension of the period within which it has the exclusive right to solicit acceptances of its Plan from Oct. 31 through and including Jan. 29. This is the Debtor's first request for an extension of its Solicitation Period. The Debtor timely proposed a Chapter 11 Plan, and has negotiated diligently and in good faith with A REAL, and is poised to confirm a plan which will pay creditors one hundred percent of their allowed claims. The Debtors believe that a brief extension of the Solicitation Period, as requested, will continue to promote the orderly, and hopefully consensual, reorganization of the Debtor, without the need to devote unnecessary time, money and energy to defending against or responding to a premature competing plan filed by a third party. No previous application for the relief sought herein has been made to the Court or any other Court. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nyeb18-42627-66.pdf About Bay Terrace Country Club Bay Terrace Country Club, Inc., operates the Bay Terrace Country Club located in Bayside, Queens, a cooperative-owned private swim club overlooking Little Neck Bay. The club provides its members and guests a large assortment of fun and healthy activities for both children and adults. Bay Terrace Country Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42627) on May 4, 2018. In the petition signed by Maureen Hilsdorf, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Carla E. Craig presides over the case. The Debtor hired Shafferman & Feldman LLP as bankruptcy counsel, and Sahn Ward Coscignano, PLLC, as special counsel. BCPE ROVER MERGER: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to BCPE Rover Merger Sub, Inc. Concurrently, Moody's also assigned B1 ratings to the company's proposed $1.24 billion senior secured first lien term loan and $125 million senior secured first lien revolver, as well as a Caa1 rating to its proposed $320 million senior secured second lien term loan. Proceeds from the debt will be used to finance the acquisition of Rocket Software from Court Square Partners by funds affiliated with Bain Capital, pay transaction fees and expenses and add cash to the balance sheet. Following the acquisition, BCPE Rover Merger Sub, Inc. is expected to merge with Rocket Software, Inc., which will be the remaining entity. Existing ratings at Rocket Software, Inc. are expected to be withdrawn at the close of the transaction. The rating outlook is stable. Assignments: Issuer: BCPE Rover Merger Sub, Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured First Lien Term Loan, Assigned B1 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B1 (LGD3) Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD6) Outlook Actions: Issuer: BCPE Rover Merger Sub, Inc. Outlook, Assigned Stable RATINGS RATIONALE Rocket Software's B2 Corporate Family Rating reflects the company's relatively small scale (with revenues less than $500 million) compared to its infrastructure software peers as well as the company's acquisition appetite. The company has limited organic growth prospects and looks to strategic acquisitions for growth and improved market position. Moody's expects Rocket to use a combination of cash flow and debt to fund future acquisition activity. At the close of this transaction, Rocket will have pro forma leverage of about 6.7x including adjustments for the run-rate performance of recent acquisitions (or about 6.1x when adjusting for anticipated cost savings). Leverage is expected to decline below 6x over the next 12-18 months, driven by modest EBITDA growth and efforts to reduce R&D costs and improve profitability within recently acquired product lines. The ratings are supported by Rocket's strong EBITDA margins (about 50%), strong levels of free cash flow generation (about 5% of pro forma debt), its long-standing supply relationship with a major OEM software supplier, and a relatively high proportion of recurring revenues. As evidenced by the high level of leverage used to finance the current transaction and due to its private equity ownership, Rocket is expected to maintain aggressive financial policies. The ratings could face upward pressure if the company grows organically and demonstrates a commitment to conservative financial policies, including sustaining leverage below 4.5x. The ratings could face downward pressure if leverage were sustained above 6.5x or if free cash flow to debt were to fall below 5% on other than a temporary basis. Moreover, the ratings could be downgraded if Rocket were to lose a critical business partner or face a material deterioration in license revenue. Liquidity is good based on an undrawn $125 million revolver, free cash flow approaching $100 million per annum, and an estimated cash at closing of $3 million. Free cash flow is expected to be used for additional acquisitions, repayment of seller notes and mandatory amortization on secured debt. The company has approximately $54 million of seller notes payable in 2018. The principal methodology used in these ratings was Software Industry published in August 2018. BCPE Rover Merger Sub, Inc. is a provider of IT management software tools to the distributed and IBM mainframe markets. The company generated pro forma revenues of $467 million as of the LTM period ended September 30, 2018. Rocket, which is headquartered in Waltham, MA, is owned by management and funds affiliated with Bain Capital. BETTA BURGER: Series B Needs Time to Work on Plan With Creditors ---------------------------------------------------------------- Betta Burger Group, LLC - Series B asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive periods for the Chapter 11 Plan and obtaining acceptances of the Plan an additional 90 days through and including Jan. 24, 2019. A hearing on the Debtor's request is set for Nov. 7, 2018, at 10:30 a.m. On July 26, 2018, the Court ordered the Debtor to file a Plan and Disclosure Statement on or before Oct. 26, 2018. The Debtor says that the new requested date of Jan. 24, 2019, is well within the time limitations set by 11 USC Sec. 1121(d). The Debtor is working on a consensual plan and needs additional time to work through plan language with its creditors. The Debtor believes that the agreed plan will be filed on or before Dec. 24, 2018. This is the Debtor's first request for an extension of exclusivity as well as an extension of the date to file a Chapter 11 Plan and Disclosure Statement. The Debtor assures the Court that the extension of time will not prejudice any creditors or the U.S. Trustee. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ilnb18-18397-32.pdf About Betta Burger Group Betta Burger Group, LLC - Series B, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 18-18397) on June 28, 2018. The Debtor hired Bach Law Offices, Inc., as counsel. BOMBARDIER INC: Moody's Affirms B3 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Bombardier Inc.'s Corporate Family rating at B3, its probability of default rating at B3-PD, senior unsecured ratings at Caa1 and the company's speculative grade liquidity rating at SGL-2, indicating good liquidity. Bombardier's rating outlook was revised to stable from negative. "The rating outlook was stabilized because the company has less execution risk following the closing of the C Series transaction and certification of the Global 7500, has demonstrated improving margins in its transport and business jet businesses, and the company's liquidity remains strong" said Jamie Koutsoukis, Moody's analyst. Outlook Actions: Issuer: Bombardier Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: Bombardier Inc. Probability of Default Rating, Affirmed B3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B3 Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD4) Issuer: Broward (County of) FL Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD4) Issuer: Connecticut Development Authority Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD4) RATINGS RATIONALE Bombardier's B3 rating is constrained by 1) its significant financial leverage (10x at Q2/18, below 7x expected in 2019), 2) execution risk, though lessening, on its new aircraft program (the Global 7500), 3) the execution risks of its continuing efforts on its transformation plan, 4) competitiveness in its aircraft and rail transport businesses, 5) an uncertain ability to generate positive free cash flow in 2019 (after CSALP funding commitments) and 6) material debt maturities starting in 2020. Bombardier benefits from 1) good liquidity over the next year, 2) significant scale, and good market position in its transport and business jet segments, and the diversity of those two business units and 3) an existing $34 billion backlog in its transport business and $14 billion backlog in its business jet business. The closing of the C Series transaction between Airbus and Bombardier has lessened the execution risk of the program, however Bombardier continues to have cash commitments related to the partnership. Bombardier is committed to fund 100% of cash needs at CSALP up to $350 million in 2019 and up to another $350 million in 2020 and 2021 combined. Bombardier has good liquidity over the next year, with about $4.2 billion of available liquidity sources versus Moody's estimate of about $500 million of cash flow usage through the next twelve months and minimal debt maturities. With the CDPQ's investment in Bombardier Transportation, a cash reserve threshold of at least $1.25 billion was agreed to at Bombardier. In the event Bombardier's cash reserves fall below that level, a remediation plan is required to be put in place to restore cash reserves above the threshold. The company does begin to have material debt maturities past its twelve month outlook period, beginning with $850 million due in March 2020. Moody's expects large swings in working capital quarter to quarter, in part due to the Global 7500 production ramp up and the cyclicality of cash usage in their businesses. Also, Bombardier continues to advance its transformation plan, and there is execution risk to achieving breakeven free cash flow (after CSALP funding commitments) in 2019, following adjusted negative free cash flow of $1.2 billion in 2017 and expected continued negative free cash flow in 2018, which is dependent upon a usual surge in the fourth quarter. Bombardier's stable outlook reflects Bombardier's good liquidity position, which supports its continuing but reducing cash consumption and the cyclicality of its working capital. It also reflects Moody's expectation that the company will achieve breakeven cash flow (after CSALP funding commitments) in 2019, while adjusted leverage (not proportionately accounting for its 72.5% ownership in BT) will improve to below 7x in 2019 from increased earnings. Bombardier's CFR rating could be upgraded if 1) the company produces sustainable free cash flow in excess of $400 million, and 2) adjusted financial leverage reduces below 6.5x and is maintained at that level. Bombardier's CFR rating could be downgraded if 1) Bombardier experiences challenges in any of its businesses that will likely lead to continuing negative free cash flow in 2019 and beyond 2) if Moody's develops concerns over the adequacy of the company's liquidity and, 3) if Moody's has increased concerns regarding Bombardier's ability to refinance its debt or the sustainability of its capital structure. The senior unsecured rating of Caa1 is one notch below the corporate family rating of B3 because the Caisse de depot et placement du Quebec's 27.5% ownership of Bombardier Transport, where nearly all of Bombardier's consolidated cash flow is generated, is in preferred shares which rank ahead of the Bombardier Transportion ordinary shares owned by Bombardier and therefore rank ahead the senior unsecured debt at Bombardier on their claim to Transportation's assets. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. Headquartered in Montreal, Bombardier Inc. is a globally diversified manufacturer of business and commercial jets as well as rail transportation equipment. Annual revenues were about $16 billion in 2017. CAJ SOUTHWAY: May Continue Using Cash Collateral Until Jan. 12 -------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has entered a second interim order authorizing CAJ Southway Plaza LLC to use the rental revenue and other collateral, claimed by JPMBB 2013-C15 Rhode Island Avenue, LLC ("RIA LLC"), to pay for the operating expenses incurred in accordance with the Budget until the earliest to occur of (a) Jan. 12, 2019 or the occurrence of a Termination Event. The approved budget provides cash disbursements of approximately $272,209 for the period through Jan. 12, 2019. The Debtor is required file and serve to all interested parties and accounting of its actual income and expenses on or before Dec. 27, 2018. A further interim hearing on the Debtor's continued use of cash collateral will be conducted by the Court on January 3, 2018 at 10:00 a.m. Any objections must be filed by December 28, 2018. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/mab18-12631-62.pdf About CAJ Southway Plaza CAJ Southway Plaza, LLC, is a single asset real estate limited liability company that owns and operates Southway Plaza, a 106,000-square-foot retail shopping center located at 340-400 Rhode Island Boulevard, Fall River, Massachusetts. CAJ Southway Plaza sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-12631) on July 10, 2018. At the time of the filing, the Debtor estimated assets of $1,000,001 to $10 million and liabilities of $1 million to $10 million. Judge Joan N. Feeney presides over the case. CALLAHAN GRADING: Seeks Authority to Use CCG Cash Collateral ------------------------------------------------------------ Callahan Grading, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of South Carolina to use the cash collateral in which Commercial Credit Group, Inc., claims an interest as set forth in the budget. The Debtor's proposed budget provides total expenses of $301,000 during the next 30 days. Commercial Credit Group, Inc. ("CCG") has no less than 10 Loans outstanding to the Debtor prepetition by virtue of that certain Order on Judgment from the Court of Common Pleas for the Sixteenth District of South Carolina in Case No. 2018-CP-46-0284. The Debtor granted CCG a security interest in all property of the Debtor, specifically including certain specific pieces of the Debtor's equipment and rolling stock, and the Debtor's receivables. CCG has properly perfected its security interests by properly recording appropriate commercial financing statements. As a result of the Security Agreements and the perfection of the liens granted therein, CCG holds a perfected first-priority security interest in the proceeds from the collection of the Debtor's accounts receivable, which constitute the Debtor's Cash Collateral. The Debtor has contacted CCG regarding its immediate need to use cash collateral to continue operations during its chapter 11 bankruptcy proceeding. The Debtor and CCG have continued discussions to consider the necessary terms and conditions to be set forth to the consensual use of cash collateral. The Debtor proposes to grant CCG replacement liens in and upon all of the categories and types of collateral in which CCG held a security interest and lien as of the Petition Date, with each such lien attaching to the same extent, validity and priority that CCG held as of the Petition Date. The Debtor will tender adequate protection payments to CCG in connection with the Debtor's continued use of any Collateral Equipment that may remain in the Debtor's possession and any diminution in value thereof. The Debtor will provide CCG with access to their facilities, books and records during their normal business hours, and will allow CCG to inspect and review such books and records and any and all inventory and property of the Debtor, specifically including any Collateral Equipment that may remain in the Debtor's possession. The Debtor will maintain insurance coverage for all collateral of CCG, specifically including any Collateral Equipment that may remain in the Debtor's possession, in accordance with the obligations under the respective loan and security documents between the Debtor and CCG, in such amounts, and with such carriers and coverage, as is usual and customary for a similarly situated business. The Court will conduct a hearing to consider the Debtor's Cash Collateral Motion on November 13, 2018 at 10:30 a.m. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/scb18-05220-16.pdf About Callahan Grading Callahan Grading, LLC, founded in 2006, is engaged in the business of providing excavation work and digging foundations. Grinding Specialist is a mulch supplier in South Carolina. Callahan Grading LLC and its affiliates Grinding Specialists of the Carolinas LLC and Grinding Specialists LLC filed Chapter 11 petitions (Bankr. D.S.C. Case No. 18-05220, 18-05223 and 18-05225) on Oct. 15, 2018. In the petitions signed by Jarrett Callahan, managing member, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Helen E. Burris. The Debtor is represented by Robert H. Cooper, Esq., of the Cooper Law Firm. CASTILLO ENTERPRISES: Hires Jose I. Moreno, P.A. as Counsel ----------------------------------------------------------- Castillo Enterprises, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Florida to hire Jose I. Moreno, P.A., as counsel. Services to be rendered by the counsel are: a. provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; b. provide legal advice and consultation related to the legal and administrative requirements of operating the Chapter 11 bankruptcy case, including to assist the Debtor in complying with the procedural requirements of the Office of the United States Trustee; c. take all necessary actions to protect and preserve the Debtor's Estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the Debtor's Estate; d. prepare on behalf of the Debtor any necessary pleadings including applications, motions, answers, orders, complaints, reports, or other documents necessary or otherwise beneficial to the administration of the Debtor's Estate; e. represent the Debtor's interests at the Meeting of Creditors pursuant to Sec. 341 of the Bankruptcy Code, and at any other hearing scheduled before this Court related to the Debtor; f. assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; g. assist and advise the Debtor with respected to negotiation, documentation, implementation, consummation, and closing of corporate transactions, including sales of assets, in this Chapter 11 bankruptcy case; h. assist and advise the Debtor with respect to the use of cash collateral and obtaining DIP or exit financing and negotiate, draft and seek approval of any documents related thereto; i. review and analyze all claims filed against the Debtor's Bankruptcy Estate and to advise and represent the Debtor in connection with the possible prosecution of objections to claims; j. assist and advise the Debtor concerning any executory contract and unexpired leases, including assumptions, assignments, rejections, and renegotiations; k. coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and l. perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of this case. The Counsel has agreed to receive $15,000.00 for this Debtor's case. Jose I. Moreno, Esq. attests that he and each member of his firm is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The counsel can be reached at: Jose I. Moreno, Esq. Jose I. Moreno, P.A. 240 NW 76th Drive, Suite D Gainsville, FL 32607 Tel: 352-332-4422 Fax: 352-332-4462 Email: Daniel.g.ruizcalderon@gmail.com About Castillo Enterprises Castillo Enterprises, LLC, is a privately held company located at 6619 SW Archer Road Gainesville, Florida 32608. Castillo Enterprises is a small business debtor as defined in 11 U.S.C. Section 101(51D). It previously sought protection from creditors on June 18, 2012 (Bankr. N.D. Fla. Case No. 12-10282). Castillo Enterprises filed for Chapter 11 bankruptcy proteciton (Bankr. N.D. Fla. Case No. 18-10126) on May 15, 2018, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Tatiana Castillo, manager. Judge Karen K. Specie presides over the case. Jose I. Moreno, Esq., at Jose I Moreno, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CCPG INC: Case Summary & 4 Unsecured Creditors ---------------------------------------------- Debtor: CCPG, Inc. 7105 Windham Parkway Prospect, KY 40059 Business Description: CCPG, Inc. is a privately held company whose principal assets are located at 1144 N. Indian Creek Drive Clarkston, GA 30021. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Case No.: 18-33383 Debtor's Counsel: Michael W. McClain, Esq. MCCLAIN DEWEES, PLLC 6008 Brownsboro Park Boulevard, Suite H Louisville, Ky 40207 Tel: 502-749-2388 Fax: 888-779-7428 Email: mmcclain@mcclaindewees.com rdewees@mcclaindewees.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jeff Owen, president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/kywb18-33383.pdf CITY DIAMOND: Seeks to Hire Gregory Messer as Counsel ----------------------------------------------------- City Diamond NY Corp., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Offices of Gregory Messer, as counsel to the Debtor. City Diamond requires Gregory Messer to: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business and management of its property; (b) negotiate with creditors of the Debtor in working out a plan and to take necessary legal steps in order to confirm said plan, including, if need be, negotiations in financing a plan; (c) prepare, on behalf of the Debtor, as debtor-in-possession, necessary applications, answers, orders, reports, and other legal papers; (d) appear at judicial proceedings to protect the interests of the debtor-in-possession and to represent the Debtor in all matters pending in the Chapter 11 proceeding; and (e) perform all other legal services for the Debtor, as debtor-in-possession, as may be necessary herein. Gregory Messer will be paid at the hourly rate of $425-$600 Gregory Messer will be paid a retainer in the amount of $16,700. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory Messer, founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gregory Messer can be reached at: Gregory Messer, Esq. Mark Bernstein, Esq. Law Offices of Gregory Messer 26 Court Street, Suite 2400 Brooklyn, NY 11242 Tel: (718) 858-1474 About City Diamond NY Corp. City Diamond NY Corp., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 18-13082) on Oct. 10, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Gregory Messer, Esq., at the Law Offices of Gregory Messer. COLONIAL OAKS: Hires Centurion Real as Property Manager ------------------------------------------------------- Colonial Oaks Mobile Home Park, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Centurion Real Estate Management LLC as property manager to the Debtor. Colonial Oaks requires Centurion Real to: -- manage the Debtor's property located at 934 S. Main St. Independence, OR 97351; -- coordinate maintenance and repair services; -- collect rents from tenants; -- handle bookkeeping and record keeping services; and -- pay expenses. Centurion Real will be paid a commission of 7% of the gross monthly receipts. Centurion Real will also be reimbursed for reasonable out-of-pocket expenses incurred. Mendell Gosnell, president of Centurion Real Estate Management, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Centurion Real can be reached at: Mendell Gosnell CENTURION REAL ESTATE MANAGEMENT LLC 1365 Commercial Street SE Salem, OR 97302 Tel: (503) 588-0940 Fax: (503) 371-0368 About Colonial Oaks Mobile Home Park Colonial Oaks Mobile Home Park, LLC, filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 934 Main St. Independence, Oregon. Colonial Oaks Mobile Home Park filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-33183) on Sept. 12, 2018. In the petition signed by Susan Daniell, member, the Debtor estimated $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The case is assigned to the Hon. Trish M. Brown. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, is the Debtor's counsel. CPKAP LLC: Judge Okayed Amended Cash Collateral Consent Order ------------------------------------------------------------- The Hon. Thomas J. Catliota the U.S. Bankruptcy Court for the District of Maryland has entered an amended stipulation and consent order authorizing CPKAP, LLC d/b/a Kapnos Taverna College Park and its debtor-affiliates to use cash collateral through Dec. 31, 2018. Four of the 5 Debtor-Borrowers are currently operating: BallNoodle, LLC; BallKap, LLC; BallCantina, LLC; and MassKap, LLC -- the Cash Collateral Debtors. Each Cash Collateral Debtor, will be entitled to use its respective cash collateral in the ordinary course of its business for the purpose of paying its operating expenses in accordance with its budget and conditioned upon payment to EagleBank as follows: $20,000 on the later of October 15, 2018 or the date of entry of the Amended Order; $20,000 on November 15, 2018; and $20,000 on December 15, 2018. No Cash Collateral Debtor will pay the operating expenses of another Cash Collateral Debtor absent further order of the Court. Certain of the Debtors are obligated to EagleBank on account of 5 secured loans, evidenced by, inter alia: (i) a Business Loan Agreement between debtor BallNoodle, LLC and EagleBank, in which EagleBank loaned $400,000 to BallNoodle; (ii) a Business Loan Agreement between debtor BallKap, LLC and EagleBank, 2014, in which EagleBank loaned $400,000 to BallKap; (iii) a Business Loan Agreement between debtor BallCantina, LLC and EagleBank, in which EagleBank loaned $400,000 to BallCantina; (iv) a Business Loan Agreement between debtor MassKap, LLC and EagleBank, in which EagleBank loaned $592,713 to MassKap, LLC; and (v) a Business Loan Agreement between debtor Mosakap, LLC and EagleBank, in which EagleBank loaned $400,000 to Mosakap. As of the Petition Date, the outstanding principal indebtedness under the Loans was $1,148,519. EagleBank has asserted a first priority, perfected security interest in substantially all of the Debtor-Borrowers’ assets on account of the Loans. Any payment made by a Cash Collateral Debtor to EagleBank will be applied only to the loan made by EagleBank specifically to that Cash Collateral Debtor who made the payment, to EagleBank and no other loan made by EagleBank to some other Cash Collateral Debtors, absent further order of the Court. To the extent that under a future order, a Cash Collateral Debtor who is a guarantor of another Cash Collateral Debtor's debt, makes a payment on account of its guaranty (rather than on account of its direct loan), then in such case, the payment so made will be applied to reduce such guarantor's liability on its guaranty and any and all rights of such guarantor of subrogation or otherwise as against the primary obligor will be preserved. According to the Amended Order, the Debtor BallKap's voluntary payment of the Adequate Protection Payments is not intended to waive any right that BallKap has against another Debtor, Borrower-Debtor, guarantor of one or more of the loans at issue, and/or non-Debtor guarantor of one or more of the loans at issue, for reimbursement or contributions claims for any payments made under the Budget. BallKap reserves any and all rights for reimbursement and/or contribution claims for any payments made under the Budget. The Cash Collateral Debtors may use cash collateral only for the purposes and amounts set forth in the Budget, which includes the payments to EagleBank outlined in paragraph 1 herein. During the Interim Period, no Cash Collateral Debtor will use its cash collateral to pay any expenses not set forth on its budget; except that each Cash Collateral Debtor will be entitled to use its cash collateral to pay its quarterly fees that may be due by it to the United States Trustee’s Office. Pursuant to the Amended Order, a report of cash receipts and disbursements for the prior calendar month will be provided to EagleBank and to Masskap, LLC's landlord's counsel of record on the twentieth day of each month. Masskap Landlord will be afforded the same access to information (with respect to Masskap, LLC) as EagleBank is under the Motion and the Amended Order. EagleBank is granted, during the Interim Period, a replacement perfected security interest with the same priority in the Debtors’ post-petition collateral, and proceeds thereof, as EagleBank held in the Debtors’ pre-petition collateral and to the extent that EagleBank’s cash collateral is used by the Debtors and to the extent that such use results in a diminution in the value of the collateral. A full-text copy of the Amended Stipulation and Consent Order is available at http://bankrupt.com/misc/mdb18-21808-100.pdf About CPKAP, LLC d/b/a Kapnos Taverna College Park CPKap, LLC, operates in the restaurants industry. It is located at 7777 Baltimore Avenue College Park, Maryland. CPKap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 18-21808) on Sept. 6, 2018. In the petitions signed by Johannes Allender, CFO, CPKap disclosed $88,728 in assets and $369,344 in liabilities. Judge Lori S. Simpson presides over the case. The Debtor tapped Porzio, Bromberg & Newman, P.C. as its lead bankruptcy counsel; Yumkas Vidmar Sweeney & Mulrenin, LLC as local counsel. CSC DEVELOPERS: To File Objections to Claimants Proofs of Claims ---------------------------------------------------------------- CSC Developers, LLC, filed a disclosure statement explaining its chapter 11 plan of reorganization. CSC, LLC was a defendant in a complex lawsuit involving multiple parties that commenced in the Seventh Judicial Circuit, Spartanburg County, South Carolina Court of Common Pleas in the year 2016. The plaintiff in that action was the Chandelle Property Owners Association. CSC, LLC is one of over two dozen defendants named in the lawsuit. Also listed as defendants are multiple property owners within the Chandelle Aviation Community, (i.e. the subdivision which the plaintiff represents, but which is suing a large portion of its property owners). The source of CSC Developer's income is the sale of lots in the subdivision. The counsel for the debtor has been contacted by others outside the subdivision who wish to sell their lots, and make those a part of the subdivision. Also, said counsel has been contacted by potential buyers, who wish to buy some of the remaining lots that CSC owns in the subdivision, but they are awaiting the outcome of discussions toward the "global settlement", and the ending of the complex litigation. Those potential buyers are interested in coming into and becoming a part of the subdivision, but only if the litigations ceases and issues are resolved. CSC, LLC, the debtor-in-possession in this matter has continued in business during the course of the chapter 11 matter. It has continued to maintain the Runway owned by Chandelle Runway for use of those who signed license agreements with that LLC in the Chandelle Aviation Community subdivision. CSC, LLC expects to be reimbursed for its payment toward costs of repair and maintenance of the runway for the past few years, since licensees stopped paying annual fees per the license agreement. Licensees stopped paying under those written contracts at the direction of the Chandelle Homeowner's Association Board of Directors. This is one of many areas of contention set forth in the lawsuit. For almost 20 years, the debtor, CSC Developers has been developing the Chandelle Aviation Subdivision, and marketing and selling lots upon which buyers would build their primary residences. The debtor's principals was quite successful in performing these duties with the guidance of various attorneys with whom they would consult during different phases of the development and for various reasons, depending on the expertise of the lawyers. The subdivision was built around an aviation runway in an effort to entice pilots to buy lots in the subdivision and build homes for them and their families. The intent was for CSC to maintain the runway previously owned by it, and to have each property owner, who used the runway to sign an agreement and pay an amount of money annually to address upkeep, repairs and maintenance of the runway. In 2006, at the advice of a local attorney, CSC Developers, LLC conveyed the deed to the 12.08 acres consisting of the runway to a newly developed entity known as Chandelle Runway, LLC. This LLC contracted with the great majority of homeowners to provide a license for each homeowner to use the runway. This was never intended as a "common interest area" in spite of the allegations of the Chandelle Homeowner's Association Board, and that is clear as to provide licenses for use of the runway and perhaps a later sale is totally inconsistent with offering the runway as a "common interest area." Class 2 under the plan consists of claimants who filed proofs of claims: a. Chandelle Property Owners Association: $10,000,000. The debtor will file an objection to this alleged claim as it is invalid in the opinion of the debtor's principals. b. Dale and Judy Ellis: $0.00. The debtor's principals agree that the debtor owes $0.00 to these claimants, and will file an objection to this claim if necessary to clear the matter. c. Lynn and Connie Fleming: $0.00. The debtor's principals agree that the debtor owes $0.00 to these claimants, and will file an objection to this claim if necessary to clear the matter. d. Bruce and Cindy Goldberg: $0.00. The debtor's principals agree that the debtor owes $0.00 to these claimants, and will file an objection to this claim if necessary to clear the matter. e. Stu and Marjorie Swanson: $0.00. The debtor's principals agree that the debtor owes $0.00 to these claimants, and will file an objection to this claim if necessary to clear the matter. f. Billy and Susan Israel: $0.00. The debtor's principals agree that the debtor owes $0.00 to these claimants, and will file an objection to this claim if necessary to clear the matter. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/scb18-02053-21.pdf Headquartered in Greer, South Carolina, CSC Developers, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.S.C. Case No. 18-02053) on April 23, 2018, estimating its assets at up to $50,000 and its liabilities at between $500,001 and $1 million. Robert H. Cooper, Esq., at The Cooper Law Firm serves as the Debtor's bankruptcy counsel. CUSTOM AIR: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Custom Air Design, Inc. 9636 Phillips Lane Wellington, FL 33414 Business Description: Custom Air Design, Inc. is an air conditioning contractor in Wellington, Florida. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 18-23754 Judge: Hon. Mindy A Mora Debtor's Counsel: Susan D. Lasky, Esq. SUE LASKY, P.A. 320 SE 18 Street Fort Lauderdale, FL 33316 Tel: (954) 400-7474 Fax: (954) 206-0628 E-mail: ECF@suelasky.com Jessica@SueLasky.com Total Assets: $416,521 Total Liabilities: $1,445,051 The petition was signed by Robert Anderson, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-23754.pdf CYCLE-TEX INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cycle-Tex, Inc. 1711 Kimberly Park Drive Dalton, GA 30720 Business Description: Cycle-Tex, Inc., is a privately held company in Dalton, Georgia that recycles thermoplastic post-industrial waste. The Company produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision- cutting, densifying and pelletizing. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Rome) Case No.: 18-42614 Judge: Hon. Paul W. Bonapfel Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: cmccord@joneswalden.com info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Neff, COO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gamb18-42614.pdf DELTA DUCK: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: Delta Duck Farms LLC 301 Main Street, Suite 810 Baton Rouge, LA 70801 Business Description: Delta Duck Farms LLC is a privately held company in Baton Rouge, Louisiana in the hunting and trapping industry. Its principal assets are located at 510 Lee County Rd., 911 Moro, AR 72368. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Case No.: 18-11268 Debtor's Counsel: Paul Douglas Stewart, Jr., Esq. STEWART ROBBINS & BROWN, LLC 301 Main Street, Suite 1640 P.O. Box 2348 Baton Rouge, LA 70821-2348 Tel: 225-231-9998 Fax: 225-709-9467 Email: dstewart@stewartrobbins.com - and - Stephen P. Strohschein, Esq. One American Place, 14th Floor Baton Rouge, LA 70825 Tel: 225-383-9000 Fax: 225-343-3076 Email: sstroh@mcglinchey.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dwayne M. Murray, Chapter 11 Trustee for Michael Worley and manager of W Resources, LLC (the parent company of Delta Duck). A copy of the Debtor's list of five unsecured creditors is available for free at http://bankrupt.com/misc/lamb18-11268_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/lamb18-11268.pdf DIAGNOSTIC CENTER: Talks With Creditors Delays Plan Filing ---------------------------------------------------------- Diagnostic Center of Medicine (Allen) LLP asks the U.S. Bankruptcy Court for the District of Nevada to extend the exclusive periods during which only the Debtor can file a Chapter 11 plan and solicit acceptances of the plan through and including Jan. 29, 2019, and March 31, 2019, respectively. The Debtor seeks these extensions (a) to avoid premature formulation of a Chapter 11 Plan, and (b) to ensure the Plan that is eventually formulated and any solicitation of the Plan thereof is done properly, taking into account all the interest of the Debtor and its creditors. On Sept. 8, 2018, the Court entered an order extending the Exclusive Filing Period through and including Oct. 31, 2018, and the Exclusive Solicitation Period through and including Dec. 31, 2018. Separately, prior to the Petition Date, on Jan. 29, 2016, Moonshell, LLC, made a business loan to the Debtor in the original principal amount of $429,275.39. As a result, Moonshell was one of the Debtor's larger creditors in the Chapter 11 case. During the case, the Debtor reached an accommodation with Moonshell to support the reorganization and the repayment of the debt. While the accommodation is undoubtedly a step in the right direction as the Debtor progresses towards a thoughtful reorganization, negotiating the debt required the expenditure of significant time and energy. Specifically, the Debtor and Moonshell agreed to resolve Moonshell's claim against the Debtor, as follows: (a) Moonshell's claim amount is $166,979.23; (b) secured against the Debtor's assets; (c) will be paid over a term of 60 months, at 5.0% interest per annum, with monthly payments in the amount of $3,151.10; and (d) starting July 1, 2018, and continuing each month thereafter through June 1, 2023. The parties also agreed to put these terms in the plan that is being negotiated now. Next, the Debtor and Balboa Capital Corporation agreed to the return of certain medical equipment, including a UMT ABI-500CL System. The Debtor then agreed to retain the following Balboa medical equipment, a Sudoscan System and a UMT Digital Camera, which the Debtor and Balboa agreed to value at $7,000 and $8,000 respectively. The Debtor further agreed to make principal and interest payments to Balboa in the amount of $283.07 per month, commencing May 1, 2018, and continuing on the first day of each month thereafter for 60 months. As of the date hereof, the Debtor and Allscripts Healthcare, LLC, are nearing an agreement to execute new contracts for the renewed provision of the billing and accounting processing services which are consistent with the Debtor's current operations. The Debtor anticipates the new Allscripts level of contracts will enhance cash flow and account collections. The Debtor's negotiations with its creditors in the Debtor's Chapter 11 case is nearing a point around which the company can formulate a plan. Accordingly, the Debtor is finalizing the terms of its Chapter 11 plan and intends to file the Plan with this Court shortly thereafter. The Debtor's Chapter 11 case is complex, due to the nature of the Debtor's business and the large vendors involved. In order to successfully resolve this Chapter 11 case, the true scope of the Debtor's losses in the current market must be determined and the payment of valid debts must be provided for on a basis that preserves the Debtor's core business operations. Although great strides have been made since the Petition Date, much remains to be done. In light of the complexity of this Chapter 11 case and the magnitude of the tasks ahead of it, the Debtor's request for an extension of 90 days is relatively modest. In fact, the Debtor's request is well within the range of extensions granted by this and other courts in reorganization cases. Key components of the Debtor's progress since the Petition Date include, inter alia: -- preparing schedules and statements of financial affairs; -- starting to document and negotiate with the creditors; -- prosecuting and obtaining orders to use case collateral, pay employees, assume and reject leases; -- providing financial documents to key creditors; and -- developing an overall reorganization strategy litigation for the business. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nvb18-10152-167.pdf About Diagnostic Center of Medicine Diagnostic Center of Medicine (Allen) LLP, in practice since 1977, is an internal medicine and family medicine group in Southern Nevada with locations in Henderson and Durango. Diagnostic Center of Medicine Allen) LLP filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-10152) on Jan. 12, 2017. In the petition signed by CEO Lawrence M. Allen, M.D., the Debtor disclosed $1.70 million in total assets and $6.08 million total debt. The case is assigned to Judge Laurel E. Davis. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, as counsel; and McNair & Associates, Chtd. as its accountant. DIXIE ELECTRIC: Hires Prime Clerk LLC as Claims and Noticing Agent ------------------------------------------------------------------ Dixie Electric, LLC and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware (Delaware) to hire Prime Clerk LLC as claims and noticing agent. Services to be provided by Prime Clerk are: (a) prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of these chapter 11 cases and, if required, the initial meeting of creditors under section 341(a) of the Bankruptcy Code; (ii) notice of any claims bar date; (iii) notices of transfers of claims; (iv) notices of objections to claims and objections to transfers of claims; (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d); (vi) notice of the effective date of any plan; and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties in interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make such lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, if any, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service that includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check processing for accuracy and maintain the original proofs of claim in a secure area; (h) provide an electronic interface for filing proofs of claim; (i) maintain the official claims register for each Debtor (collectively, the "Claims Registers") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor and (vii) any disposition of the claim; (j) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (k) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (l) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (m) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (n) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); (o) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (p) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (q) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (r) monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (s) if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the cases; (t) thirty (30) days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (u) within seven (7) days of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Register as of the date immediately before the close of the chapter 11 cases; and (v) at the close of these chapter 11 cases, (i) box and transport all original documents, in proper format, as provided by the Clerk's office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154-1096 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Prior to the Commencement Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. Prime Clerk's hourly rates are: Analyst $30 to $50 Technology Consultant $35 to $95 Consultant/Senior Consultant $65 to $170 Director $180 to $195 Solicitation Consultant $195 Director of Solicitation $215 Benjamin J. Steele, Vice President of Prime Clerk LLC, attests that Prime Clerk is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged. The agent can be reached through: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5490 E-mail: bsteele@primeclerk.com About Dixie Electric Dixie Electric, LLC, aka Expanse Energy Solutions, is a premier provider of electrical infrastructure, automation and maintenance services and materials to the oil and gas and commercial and industrial industries. Expanse operates as a network of companies across the United States with a wide scope of offerings that answers the electrical demands of cutting-edge technologies in automation, artificial lift and enhanced oil recovery. Each of the Debtors filed a petition for reorganization under chapter 11 of the Bankruptcy Code with the Court (Bank. D. Del. Case no. 18-12477) on Nov. 2, 2018. The case is assigned to Judge Kevin Gross. Sean Matthew Beach and Edmon L. Morton at Young Conaway Stargatt & Taylor, LLP represent the Debtor. DURO DYNE: Asbestos Claimants Hire Gilbert LLP as Insurance Counsel ------------------------------------------------------------------- The Official Committee of Asbestos Claimants of Duro Dyne National Corp. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Gilbert LLP as special insurance counsel, effective nunc pro tunc as of September 26, 2018. The Committee requires Gilbert LLP to: a. advise the Committee on steps to be taken to preserve and maximize insurance coverage; b. attend meetings and negotiate with representatives of the Debtors, their non-bankrupt affiliates, their insurance carriers, and other parties in interest in this Chapter 11 case related to the preservation of insurance coverage and resolution of disputed insurance coverage; and c. assist the Committee with any insurance-related matters arising in connection with the formulation of a plan of reorganization and Sec. 524(g) channeling injunction, and funding any trust for the payment of asbestos claims established under a plan. Kami Quinn, a partner of Gilbert LLP, will be the primary attorney performing services on behalf of the Committee. Ms. Quinn's current hourly rate is $700. Gilbert LLP's hourly rates are: Partners $600 to $1,200 Of Counsel/Associates $280 to $595 Paralegals/Litigation Support $175 to $275 Law Clerks $150 Kami Quinn, Esq., disclosed in a court filing that neither the firm nor any of its attorneys has any connection with the Debtor or its creditors. Gilbert LLP may be reached at: Kami E. Quinn, Esq. Gilbert LLP 1100 New York Avenue, NW, Suite 700 Washington, DC 20005 Phone: 202.772.2200 Fax: 202.772.3333 Email: info@gotofirm.com About Duro Dyne National Corp. Founded in 1952 by Milton Hinden, Duro Dyne National Corp. and its affiliates are manufacturers of sheet metal accessories and equipment for the heating, ventilating, and air conditioning (HVAC) industry. In addition, they also engage in the research and development of HVAC products. Duro Dyne National Corp. is a holding company whose primary asset is all of the issued and outstanding capital stock of the other Debtors. Duro Dyne is owned by members of the Hinden family and various trusts for the benefit of Hinden family members. Duro Dyne National and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 18-27963) on Sept. 7, 2018. In the petition signed by CEO Randall Hinden, Duro Dyne National estimated assets of $10 million to $50 million and total estimated debt of $10 million to $50 million. The Hon. Michael B. Kaplan is the case judge. Lowenstein Sandler LLP, led by Kenneth A. Rosen, and Jeffrey D. Prol, serves as counsel to the Debtors. Getzler Henrich & Associates LLC, is the financial advisor. On Oct. 17, 2018, Lawrence Fitzpatrick was appointed as representative for future asbestos claimants. Mr. Fitzpatrick tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. EAST END BUS: Hires Littler Mendelson as Special Counsel -------------------------------------------------------- East End Bus Lines and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Eastern District of New York (Central Islip) to employ Littler Mendelson PC, as special counsel to represent the Debtors in labor relations matters. Littler will be paid at these hourly rates: Partners $560 Senior Associates $390 Associates $280 to $350 Peter Ajalat, a partner of Littler Mendelson PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Littler can be reached at: Peter Ajalat, Esq. LITTLER MENDELSON PC One Newark Center 1085 Raymond Boulevard, 8th Floor Newark, NJ 07102 Tel: (973) 848-4700 Fax: (973) 643-5626 Email: pajalat@littler.com About East End Bus Lines East End Bus Lines Inc. and its subsidiaries -- https://www.eastendbus.com/ -- offer bus transportation services for students. East End Bus Lines and Montauk Student Transport are dedicated to providing cost-effective solutions for transportation requirements for private schools, public schools, charter trips, and camping events. Founded in 2007, East End Bus Lines was later joined by Montauk Student Transport under the guidance of John Mensch. East End Bus Lines and its subsidiaries, namely, Montauk Student Transport LLC, and Montauk Transit Service LLC filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 18-76176) on Sept. 13, 2018. In the petitions signed by John Mensch, president, East End Bus Lines and Montauk Student Transport estimated up to $50,000 and $10 million to $50 million in liabilities, and Montauk Transit Service estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Weinberg, Gross & Pergament LLP, led by Marc A. Pergament, serves as counsel to the Debtors; and Giambalvo, Stalzer & Company, CPA's, PC, as its accountant. EGALET CORP: Plan Incorporates Restructuring Support Agreement -------------------------------------------------------------- Egalet Corporation and affiliates filed a disclosure statement with respect to its plan of reorganization dated Oct. 30, 2018. The Plan and this Disclosure Statement are the result of months of discussions followed by extensive and vigorous negotiations among the Company, the Supporting Noteholders and Iroko. The culmination of these negotiations was the entry into the Restructuring Support Agreement, upon which the Plan is premised, by and among the Company and the Supporting Noteholders. The Debtors firmly believe the Restructuring Support Agreement--with the requisite support necessary to confirm a plan under 1126(c) of the Bankruptcy Code--puts the Debtors on firm footing to expeditiously prosecute these cases to conclusion. The key components of the Plan are as follows: * payment in full, in cash, of all Allowed Administrative Claims, Priority Tax Claims, statutory fees, Professional Fee Claims, Other Priority Claims and Other Secured Claims; * the conversion of $80 million of First Lien Secured Notes Claims into (i) $50 million in aggregate principal amount of the Series A-1 Notes, (ii) the First Lien Note Equity Distribution, (iii) $20 million in cash, less the aggregate amount of Adequate Protection Payments actually received by holders of First Lien Secured Notes Claims pursuant to the Cash Collateral Orders and (iv) cash in an amount equal to the fees and expenses of the First Lien Secured Notes Trustee (as to which it is anticipated that the First Lien Secured Notes Trustee will exercise its contractual lien rights prior to distribution), to the extent not otherwise paid on or prior to the Effective Date, which will not be paid directly to any holder, but instead will be paid directly to the First Lien Secured Notes Trustee on account of any such fees and expenses; provided, however, that if the Debtors elect to consummate the Rights Offering, the shares of New Egalet Common Stock otherwise allocable to the First Lien Note Equity Distribution shall be distributed pursuant to the Rights Offering, and the holders of First Lien Secured Notes Claims shall receive $10 million in cash instead of the First Lien Note Equity Distribution; * the conversion of $48.6 million of Convertible Notes Claims into (i) a number of shares of New Egalet Common Stock representing, in the aggregate, 31.62% of the New Egalet Common Stock as of the Effective Date (including any New Egalet Common Stock issuable upon exercise of the New Warrants) (subject to dilution only on account of the Commitment Premium Stock, if any, and the Management Incentive Plan), or New Warrants in lieu of a portion of such shares solely to the extent set forth in Article VII(C) of the Plan, and (ii) if the Debtors elect to consummate the Rights Offering and such holder is an Eligible Holder, the Subscription Rights; * the cancellation of all existing Preferred Stock and existing common equity interests in Egalet Corporation; and * the consummation of the Iroko Acquisition pursuant to the Purchase Agreement. The Company believes that the proposed restructuring under the Plan is extremely favorable for all creditors because it achieves a deleveraging of the Company's balance sheet through consensus with the overwhelming majority of the Company's creditors and eliminates potential deterioration of value that could otherwise result from a protracted and contentious bankruptcy case. The significant support obtained by the Company pursuant to the Restructuring Support Agreement provides a fair and reasonable path for an expeditious consummation of the Plan and the preservation of the ongoing businesses. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/deb18-12439-17.pdf Based in Wayne, Pa., Egalet Corporation is a pharmaceutical company. The Company develops and plans to commercialize proprietary, abuse-deterrent oral products for the treatment of pain and in other indications. The Company has developed a pipeline of clinical-stage, opioid-based product candidates in tablet form that are designed to deter abuse by physical and chemical manipulation while also providing the ability to tailor the release of the active pharmaceutical ingredient (API). EGALET CORPORATION: Nov. 9 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, Acting United States Trustee, for Region 3, will hold an organizational meeting on November 9, 2018, at 10:00 a.m. in the bankruptcy case of Egalet Corporation, et al. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Egalet Corporation Headquartered in Wayne, Pennsylvania, Egalet Corporation is a fully integrated specialty pharmaceutical company focused on developing, manufacturing and commercializing innovative treatments for pain and other conditions. Egalet Corporation and Egalet US Inc. sought bankruptcy protection on Oct. 30, 2018 (Bankr. D. Del., Lead Case No. Case No. 18-12439). The petition was signed by Robert Radie, president and chief executive officer. The Debtors declared total assets of $99,980,000 and total debts of $143,338,000. The Debtors tapped Dechery LLP as general counsel; Young Conaway Stargatt & Taylor, LLP, as local Delaware counsel; Berkeley Research Group LLC as financial restructuring advisor; Piper Jaffray & Co. as investment banker; and Kurtzman Carson Consultants LLC as claims agent. ELECTRIC SUPPLY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Electric Supply Co. of Carlsbad, Inc. A New Mexico Corporation PO Drawer KK Carlsbad, NM 88221 Business Description: Electric Supply Co. of Carlsbad, Inc. -- http://electricsupplyofcarlsbad.com-- provides engineering services for installation, startup, maintenance and shutdowns. The Company was established in 1964 to serve the industrial and construction markets specilizing in mining and oil and gas industries. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 18-12777 Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: Christopher M. Gatton, Esq. GIDDENS, GATTON & JACOBUS, P.C. 10400 Academy Rd., #350 Albuquerque, NM 87111 Tel: 505-271-1053 Fax: 505-271-4848 Email: chris@giddenslaw.com giddens@giddenslaw.com Total Assets: $2,469,042 Total Liabilities: $1,431,702 The petition was signed by Bruce R. Combs, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nmb18-12777.pdf ENCANA CORP: Moody's Alters Outlook on Ba1 CFR to Positive ---------------------------------------------------------- Moody's Investors Service affirmed Encana Corporation's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1 senior unsecured notes rating, Not Prime commercial paper rating and SGL-2 Speculative Grade Liquidity Rating. At the same time, Moody's affirmed Newfield Exploration Company's Ba1 CFR, Ba1-PD Probability of Default Rating, and Ba1 senior unsecured notes rating. Newfield's SGL-1 SGL rating is unchanged. The outlooks for both Encana and Newfield were changed to positive from stable. The affirmation of the ratings of both Encana and Newfield follows the announcement that Encana will acquire Newfield for $8.0 billion, comprised of $5.5 billion of equity and the assumption of Newfield's gross debt, which totaled $2.45 billion at September 30, 2018 (Newfield had Q3 2018 cash of $260 million). The transaction is expected to close during Q1 2019. "The ratings affirmations and change to a positive outlook reflects that Encana, upon acquiring Newfield, will benefit from enhanced cash generating capacity, substantial asset diversification across several basins, and a near-doubling of proved developed reserves while experiencing steady production growth supporting improving leverage," said Terry Marshall, Senior Vice President. "The ratings affirmation incorporates execution risk surrounding operational integration, Encana's entry into the STACK/SCOOP in the Anadarko basin, and the implementation of existing and new capital programs, including cube development at STACK/SCOOP." Affirmations: Issuer: Alberta Energy Company Limited Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Issuer: Encana Corporation Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba1 Senior Unsecured Commercial Paper, Affirmed NP Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Outlook Actions: Issuer: Encana Corporation Outlook, Changed To Positive From Stable Affirmations: Issuer: Newfield Exploration Company Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Unchanged: Issuer: Newfield Exploration Company Speculative Grade Liquidity Rating, Unchanged at SGL-1 Outlook Actions: Issuer: Newfield Exploration Company Outlook, Changed To Positive From Stable RATINGS RATIONALE Pro forma for the proposed transaction and consolidation of Newfield, Encana's credit profile benefits from (1) a sizeable production and reserves base diversified across five core basins; (2) steady production growth, increasing by over 15% in 2019; (3) strengthening cash flow supporting improving leverage with RCF to debt around 40% on a pro forma basis; (4) a solid leveraged full-cycle ratio (LFCR) around 1.5x, reflecting both improving cash margins and declining finding and development costs. Constraints to Encana's pro forma credit profile include (1) execution risk surrounding cube development logistics and return generation in the STACK/SCOOP; (2) increased exposure to cost inflation as locked in service rates expire; and (3) low proved developed (PD) reserves life of about 4.7 years (pro forma Dec-17). Encana will have good liquidity (SGL-2) with estimated year-end 2018 cash of about $1.3 billion and full availability under its $4 billion revolving credit facilities to fund $500 million in notes maturing in May 2019, while Moody's expects free cash flow to remain roughly breakeven through 2019. Moody's expects Encana to be in full compliance with its sole financial covenant requiring debt to capitalization to be under 60%. Encana has assets that it could sell to enhance liquidity. The positive outlooks reflect pro forma growing production and RCF/debt above 40% with positive free cash flow beyond 2019. The ratings could be upgraded if Encana successfully integrates Newfield while maintaining retained cash flow to debt above 40% (pro-forma 40% LTM Jun-18); LFCR remains above 1.5x (1.5x pro-forma LTM Jun-18) and PD reserve life exceeds 5 years (pro-forma 4.7 years Dec-17). The ratings could be downgraded if RCF to debt falls below 20% (pro-forma 40% LTM Jun-18) while LFCR falls below 1.0x (1.5x pro-form LTM Jun-18). The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Calgary, Alberta-based Encana Corporation is one of the largest North American independent exploration and production (E&P) companies, with Q3 2018 production of 378,000 barrels of oil equivalent per day (boe/d), comprising 1.2 billion cubic feet per day (Bcf/d) of natural gas (200,000 boe/d), oil and condensate totaling 136,000 boe/d and natural gas liquids (NGLs) totaling 42,000 boe/ d (all reserves and production volumes are net of royalties unless noted otherwise). Encana's reserves and production are domiciled exclusively in North America, focused primarily on unconventional onshore natural gas, oil and natural gas liquids in western Canada and in Texas. As of December 31, 2017, Encana's proved reserves totaled 795 million boe, of which 51% were proved developed. Newfield is an independent exploration and production company that is primarily focused in the Mid-Continent (Anadarko and Arkoma Basins) and Rocky Mountain (Uinta and Williston Basins) regions of the United States. Newfield's Q3 2018 average daily production was 199,000 boe per day comprising 462 million cubic feet per day of natural gas, 74,000 barrels per day of oil and condensate, and 48,000 barrels per day of natural gas liquids. The company's unconventional oil and gas resources in the Anadarko Basin comprised of the STACK and SCOOP and represented approximately 70% of its daily production and proved reserves. As of December 31, 2017, Newfield's proved reserves totaled 680 million barrels of oil equivalent, of which 58% were proved developed. F & F SPECIALTY: Talks With Creditors, Purchasers Delay Plan Filing ------------------------------------------------------------------- F & F Specialty Coffee asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend its exclusive right to file a plan of reorganization for an additional 150 days. The Debtor is in active negotiations with his creditors as well as potential purchasers of business assets, and needs additional time to resolve several outstanding issues. The Debtor submits that successful completion of the negotiations should result in a mutual benefit to both the Debtor and its creditors. The negotiations are both complex and time consuming. The Debtor requires additional time to finalize said negotiations. The results of those negotiations will control the formulation of Debtor's plan in this case. A copy of the Debtor's request is available at: http://bankrupt.com/misc/pawb18-22699-75.pdf About F & F Specialty Coffee F & F Specialty Coffee, which conducts business under the name Fortunes Gourmet Coffee, is a specialty food store offering a selection of crafted blends and artisan roasted coffees. It has been providing coffee to its wholesale customers for over 60 years. F & F Specialty Coffee sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22699) on July 2, 2018. In the petition signed by Fred M. Smallhover, II, owner, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Gregory L. Taddonio presides over the case. The Debtor tapped Thompson Law Group, P.C., as its legal counsel. FATE RESTAURANTS: Taps Weinman & Associates as Legal Counsel ------------------------------------------------------------ Fate Restaurants, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado (Denver) to hire Weinman & Associates, P.C. to represent it in the within matter relative to matters of administration, general bankruptcy counsel, including preparation of the Statements and Schedules, a Plan of Reorganization and Disclosure Statement, and related matters. The Firm will bill at its customary hourly rates: Jeffrey A. Weinman, Esq. will bill at the rate of $495.00 per hour; William A. Richey, Paralegal will bill at the rate of $300.00 per hour; and Lisa Barenberg, Paralegal will bill at the rate of $250.00 per hour. Mr. Weinman disclosed in a court filing that the firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Weinman, Esq. Weinman & Associates, P.C. 730 17th St., Suite 240 Denver, CO 80202 Tel: 303-572-1010 Fax: (303) 572-1011 E-mail: jweinman@weinmanpc.com About Fate Restaurants Fate Restaurants, LLC, d/b/a Fate Brewing Company and d/b/a Fate Ale House & Brewing Company, operates in the restaurants sector. The company was founded in 2012 and is based in Louisville, Colorado. Fate Restaurants filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 18-19570) on Nov. 1, 2018. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and liabilities. Jeffrey Weinman at Weinman & Associates, P.C., is representing the Debtor. FRASER'S BOILER: Taps Richard Dykstra of Friedman Rubin as Expert ----------------------------------------------------------------- Fraser's Boiler Service, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Richard Dykstra of Friedman Rubin as an expert regarding the routine tender, handling, adjustment, and payment of claims by insurers to Washington policyholders, nunc pro tunc to Oct. 26, 2018. Consulting services required of Mr. Dykstra are: a. consult with respect to (1) the routine tender, handling, adjustment, and payment of claims by insurers to Washington policyholders, (2) the operation of the policies issued to FBS by the Non-Settling Insurers, (3) which claims those policies would cover in the tort system, and (4) the Non-Settling Insurers' rights and obligations regarding contribution, payment of indemnity costs, and the tender, handling, and adjustment of claims; b. render expert testimony as required by Debtor; c. assist Debtor in the preparation of testimony or reports it wishes or is required to make and in the evaluation of reports and testimony by other experts and consultants; and d. provide such other advisory services as may be requested by Debtor from time to time. Mr. Dykstra will charge $545 per hour for his services and seek reimbursement for expenses incurred in a manner and at rates consistent with charges made generally to his other clients. Richard Dykstra, Of Counsel at Friedman Rubin, PLLP, disclosed in the Court filing that he does not have or represent any interest adverse to the interests of Debtor or this case and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Dykstra, Esq. Friedman Rubin, PLLP 51 University Street, Suite 201 Seattle, WA 98101 Phone: (206) 501-4446 Fax: (206) 623-0794 About Fraser's Boiler Service Headquartered in Olympia, Washington, Fraser's Boiler Service, Inc., is a boiler, tank, and shipping container manufacturer. Fraser's Boiler Service sought chapter 11 protection (Bankr. W.D. Wash. Case No. 18-41245) on April 9, 2018. In the petition signed by David J. Gordon, president, the Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. Judge Brian D. Lynch presides over the case. The Debtor tapped Darren R. Krattli, Esq., of Eisenhower Carlson PLLC, as its legal counsel. GARAFOLA PROPERTIES: Hires Lefkovitz & Lefkovitz as Attorney ------------------------------------------------------------ Garafola Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, as attorney to the Debtor. Garafola Properties requires Lefkovitz & Lefkovitz to: a. advise the Debtor as to its rights, duties and powers as Debtor-in-Possession; b. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy proceeding; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials and any other proceedings in the bankruptcy case; and d. perform such other legal services as may be necessary in connection with the bankruptcy case. Lefkovitz & Lefkovitz will be paid at these hourly rates: Steven L. Lefkovitz, Partner $555 Associates $350 Paralegals $125 Lefkovitz & Lefkovitz will be paid a retainer in the amount of $10,000. Lefkovitz & Lefkovitz will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven L. Lefkovitz, a partner at Lefkovitz & Lefkovitz, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lefkovitz & Lefkovitz can be reached at: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com About Garafola Properties Garafola Properties LLC is a privately held company that owns 62 properties in Nashville, Tennessee having an aggregate value of $3.4 million. Garafola Properties filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 18-06361) on Sept. 24, 2018. In the petition signed by Michael A. Garafola, chief manager, the Debtor disclosed $3,399,600 in assets and $4,020,274 in liabilities. The Hon. Randal S. Mashburn presides over the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, serves as bankruptcy counsel to the Debtor. GFD CONSTRUCTION: Hires Osborn Group as Counsel ----------------------------------------------- GFD Construction, Inc., seeks authority from the United States Bankruptcy Court for the Northern District of Florida (Pensacola) to hire Osborn Group LLC as counsel to the Debtor. GFD Construction requires Osborn to: a. advise the Debtor regarding its powers, rights, duties, and obligations with respect to the creditors and other interested parties and in complying with the Bankruptcy Code; the Operating Guidelines and Reporting Requirements for Debtors in Possession and Chapter 11 Trustees; the Federal Rules of Bankruptcy Procedure, and other applicable laws, rules, and regulations; b. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of Debtor's bankruptcy case; c. protect the interests of the Debtor in all matters pending before the Bankruptcy Court; and d. represent the Debtor in negotiations with its creditors and in the preparation of a Plan of Reorganization. Osborn's current hourly rates are: Jason Michael Osborn $375 Legal Assistants $125 Paralegals $125 Jason Michael Osborn has agreed to reduce his hourly rate to $300.00. On April 1, 2018, Osborn received $8,000 from Anthony Green, Sr., which was deposited into Osborn's trust account. From that amount, Osborn paid the filing fees of this case and and retired any prepetition account receivable from the Debtor. Jason Michael Osborn, member of the law firm of Osborn Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Osborn can be reached at: Jason Michael Osborn, Esq. OSBORN GROUP, LLC 308 Magnolia Avenue, Suite 102 Fairhope, AL 36532 Tel: (251) 929-5050 Email: josborn@osborngroupllc.com About GFD Construction GFD Construction, Inc., is a privately-held demolition contractor based in Pensacola, Florida. It owns three parcels of contiguous real property in Escambia County also known as the Blossom Trail Facility. The company has engaged in commercial and industrial activities at the Blossom Trail Facility and has in the past used portions of the facility for disposing or storing different types of waste material, including construction and demolition debris and land clearing debris. The company previously sought bankruptcy protection on Feb. 1, 2016 (Bankr. N.D. Fla. Case No. 16-30087) and Feb. 1, 2017 (Bankr. N.D. Fla. Case No. 17-30084). GFD Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-30317) on April 2, 2018. Anthony J. Green, Sr., president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. The Debtor tapped Osborn Group, LLC as its legal counsel. GLASGOW EQUIPMENT: Judge Signs Interim Cash Collateral Order ------------------------------------------------------------ The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida has signed an interim order authorizing Glasgow Equipment Service, Inc.'s use of cash collateral. The Debtor is allowed to use cash collateral to pay all actual, postpetition, ordinary and necessary expenses in the ordinary course of its business for the purposes contained in the Budgets. The Debtor will not exceed any line item in the Budgets by more than 10%, and the sum of all amounts in excess of all line items for the Budgets will not exceed 10% of the aggregate of the total budgets. WPB SL, LLC and Great American Insurance Company are granted post-petition security interests and liens in, to and against any and all personal property assets of the Debtor, to the same extent and priority that each entity held a properly perfected prepetition security interest in such assets, as security for all indebtedness that is owed by the Debtor to WPB SL, LLC and Great American Insurance Company under the secured documentation, but only to the extent that each entity's cash collateral is used by the Debtor. However, under no circumstances will either entity have a lien on any of the Debtor's assets that it did not have a right to prepetition. In addition, the Debtor is directed to provide WPB SL and Great American with: (a) a list of all expenses paid through Friday of the previous week, broken down by Project, where they are not general overhead expenses and will identify the DIP account from which the expense was paid; (b) a list of all payments received by Debtor through Friday of the previous week; (c) an accounts payable report by Project; (d) an accounts receivable aging report by Project; (e) a pending job summary/work in process report; (f) copies of all payment applications or other billings submitted on any project during the reporting period; (g) copies of all change orders submitted on any project during the reporting period; (h) copies of all invoices paid by the Debtor during the reporting period; and (i) within five days of receiving its monthly bank statements, the Debtor will provide WPB SL and Great American with copies of all cancelled checks for payments made by the Debtor during the reporting period. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/flsb18-11712-192.pdf About Glasgow Equipment Service Glasgow Equipment Service, Inc. -- http://www.glasgowequipment.com/ -- is a pollutant storage systems contractor serving the petroleum equipment needs of South Florida by offering design, installation and servicing of fuel storage and dispensing systems. The Company is an all-inclusive fuel storage tank and fuel dispenser supplier with the ability to provide service, retail sales, repair parts, above ground tank installation, underground tank installation, technician training, maintenance and support aviation fuel systems and storage. The Company is headquartered in West Palm Beach, Florida. Glasgow Equipment Service filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11712) on Feb. 14, 2018. In the petition signed by Peter H. Ward, president, the Debtor disclosed $3 million in assets and $2.63 million in liabilities. The Hon. Paul G. Hyman, Jr., presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. Timothy H. Kenney, P.A., is the special counsel. HEART CARE GROUP: Hires John R. K. Solt as Attorney --------------------------------------------------- The Heart Care Group, P.C., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ John R. K. Solt, P.C., as attorney to the Debtor. Heart Care Group requires John R. K. Solt to: a. advise and assist the Debtor in the preparation of the Schedules and Statement of Financial Affairs; and related documents; b. represent the Debtor at the initial meeting with the U.S. Trustee's representative and at the meeting of creditors; c. prepare all necessary pleadings, motions and applications and conduct examinations incidental to any related proceedings or to the administration of this case; d. examine and challenge, when necessary, the claims of creditors in the bankruptcy case; e. advise the Debtor of its rights, duties and obligations as the Debtor in a Chapter 11 bankruptcy proceeding; f. take any and all other necessary action incident to the proper preservation and administration of the Chapter 11 case; g. advise and assist the Debtor in the formation and confirmation of a plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code, and any and all matters related thereto; h. perform other legal services for the Debtor which may be necessary herein; and i. assist special counsel as may be necessary and appropriate. John R. K. Solt will be paid at these hourly rates: Attorneys $290 Legal Assistants $125 John R. K. Solt will be paid a retainer in the amount of $18,000. John R. K. Solt incurred legal fees in the amount of $6,858 for pre-petition services rendered to the Debtor which amount was paid from the retainers. The remaining balance of the retainer in the sum of $11,142 is being held for application on account of post-petition legal services to the Debtor in this case, subject to approval by the Court. John R. K. Solt will also be reimbursed for reasonable out-of-pocket expenses incurred. John R. K. Solt, partner of John R. K. Solt, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John R. K. Solt can be reached at: John R. K. Solt, Esq. JOHN R. K. SOLT, P.C. 2045 Westgate Drive Bethlehem, PA 18017 Tel: (610) 865-2465 Fax: (610) 691-2018 About The Heart Care Group The Heart Care Group, P.C., is a medical group practice located in Allentown, Pennsylvania specializing in cardiology. The Heart Care Group, based in Allentown, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-17048) on Oct. 24, 2018. In the petition signed by Shehzad M. Malik, M.D., president, the Debtor disclosed $765,962 in assets and $2,035,282 in liabilities. The Hon. Richard E. Fehling presides over the case. John R. K. Solt, Esq., at John R. K. Solt, P.C., serves as bankruptcy counsel. HERB PHILIPSON'S: Hires Scouler Kirchhein as Financial Advisor -------------------------------------------------------------- Herb Philipson's Army and Navy Stores, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Scouler Kirchhein, LLC, as financial advisor to the Debtor. Herb Philipson's requires Scouler Kirchhein to: (a) assist with the preparation of the statement of affairs, schedules and other regular reports required by the Court as well as providing assistance in such areas as testimony before the Court on matters that are within the firm's areas of expertise; (b) assist with Monthly Operating Reports and other court and US Trustee requested or required information; (c) assist with the additional cataloging of executor contracts and unexpired leases and advise the Debtor regarding decisions on assumptions and rejections and cure amounts; (d) advise senior management in the negotiation and implementation of restructuring initiatives and evaluation of strategic alternatives; (e) assist the Debtor in evaluating indications of interest and proposals assist in communication and negotiation with outside constituents including stakeholders, vendors and suppliers and other lenders and their advisors; (f) manage the claims and claims reconciliation processes; (g) provide required cash budgeting and reporting under the agreements and the terms of the DIP motion; (h) provide assistance to management in connection with the Debtor's development of its rolling 13-week cash receipts and disbursements forecasting tool designed to provide on time information related to the Debtor's liquidity; (i) assist in obtaining and presenting information required by parties-in-interest in the Debtor's bankruptcy process including official committees appointed in the case and the Court itself; (j) assist the Debtor in other business and financial aspects of a Chapter 11 proceeding, including, but not limited to, development of a Disclosure Statement and Plan of Reorganization; (k) assist as requested in managing any litigation that may be brought against the Debtor in the Court; (l) assist with such other matters as may be requested that fall within the firm's expertise and that are mutually agreeable; and (m) conduct a refinancing effort for the Debtor. Scouler Kirchhein will be paid at these hourly rates: Al Kirchhein, Principal $595 Ramy Aly, Director $375 Scouler Kirchhein will be paid a retainer in the amount of $25,000. Scouler Kirchhein will also be reimbursed for reasonable out-of-pocket expenses incurred. Al Kirchhein, principal of Scouler Kirchhein, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scouler Kirchhein can be reached at: Al Kirchhein, Esq. SCOULER KIRCHHEIN, LLC 225 West Wacker Drive, Suite 1550 Chicago, IL 60606 Tel: (312) 977-1000 Fax: (312) 977-1009 About Herb Philipson's Army and Navy Stores, Inc. Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://www.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 Phillipson's Army and Navy Stores sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-61376) on Oct. 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as legal counsel; and Scouler Kirchhein, LLC as financial advisor. HERB PHILIPSON'S: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------- Herb Philipson's Army and Navy Stores, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ ordinary course professionals to the Debtor. Herb Philipson's hires the following ordinary course professionals: Professional Service ------------ ------- Randolph B. Soggs, Esq. Corporate Counsel 23 Oxford Road New Hartford, NY 13413 Tel: (315) 724-0000 Fax: (315) 266-1346 E-mail: randy@soggs.com To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About Herb Philipson's Army and Navy Stores, Inc. Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://www.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 Phillipson's Army and Navy Stores sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-61376) on Oct. 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as legal counsel; and Scouler Kirchhein, LLC as financial advisor. HERB PHILIPSON'S: Taps Cullen and Dykman as Limited Local Counsel ----------------------------------------------------------------- Herb Philipson's Army and Navy Stores Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to hire Cullen and Dykman LLP, as limited local counsel for the Debtor. The Debtor requires C&D to: (a) advise the Debtor of its powers and duties as a debtor-in-possession; (b) advise the Debtor regarding matters of bankruptcy law; (c) represent the Debtor in proceedings and hearings in the United States District and Bankruptcy Courts for the Northern District of New York; (d) prepare on behalf of the Debtor any necessary motions, applications, orders and other legal papers; (e) provide assistance, advice and representation concerning any potential sale of the Debtor as a going concern or the sale of all or a significant portion of the Debtor's assets; (f) provide assistance, advice and representation concerning the confirmation of any proposed plan(s) and solicitation of any acceptances or responding to rejections of such plan(s); (g) provide assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required under local, state or federal law; (h) prosecute and defend litigation matters and such other matters that might arise during the Chapter 11 Case; (i) provide counseling and representation with respect to assumption or rejection of executory contracts and leases, sales of assets and other bankruptcy-related matters arising from the Chapter 11 Case; (j) render advice with respect to general corporate and litigation issues relating to the Chapter 11 Case, including, but not limited to, securities, corporate finance, labor, intellectual property, tax and commercial matters; and (k) perform such other legal services as may be necessary and appropriate for the efficient and economical administration of the Chapter 11 Case. The firm's hourly rates are: Partners $350 to $715 Associates $225 to $450 Paralegals $90 to $175 In connection with its employment, Cullen & Dykman has agreed to cap its hourly fee at $350. Maureen Bass, Esq., a partner at Cullen and Dykman, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Maureen T. Bass, Esq. Cullen and Dykman LLP 44 Wall Street New York, NY 10005 Phone: 212.732.2000 E-mail: mbass@cullenanddykman.com 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. N.D.N.Y. Case No. 18-61376) on Oct. 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 and Griffin Hamersky LLP as counsel; Scouler Kirchhein, LLC as financial advisor; and Kurtzman Carson Consultants LLC as its claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Oct. 19, 2018. HH & JR INC: Seeks to Hire Van Horn Law as Counsel -------------------------------------------------- HH & JR, INC. d/b/a One Stop, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, Inc., as counsel to the Debtor. HH & JR, INC. requires Van Horn Law to: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Van Horn Law will be paid at these hourly rates: Chad Van Horn, Esq. $450 John Schank, Esq. $350 Associates $350 Jay Molluso $300 Law Clerks $175 Paralegals $175 Van Horn Law will be paid a retainer in the amount of $5,000, plus $1,717 filing fee. Van Horn Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad T. Van Horn, a founding partner of Van Horn Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Van Horn Law can be reached at: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, INC. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: Chad@cvhlawgroup.com About HH & JR, INC. Headquartered in Lake Worth, Florida, HH & JR Inc., doing business as One Stop, previously filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-19473) on July 27, 2017. HH & JR Inc. again filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-23132) on Oct. 23, 2018, disclosing under $1 million in both assets and liabilities. Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., serves as bankruptcy counsel to the Debtor. HKD TREATMENT: PCO Files Report for Period Ended Sept. 28 --------------------------------------------------------- Arthur E. Peabody, Jr., the appointed Patient Care Ombudsman for HKD Treatment Options, P.C., filed a report covering the period from July 30, 2018 to September 28, 2018. On September 26, 2018, the PCO conducted a substantial interview by telephone with the Executive Director of HKD, a substance abuse clinic, with offices at 21 George Street, Lowell, Massachusetts, for the purpose of conducting a review of the operations of the clinic, to follow-up recommendations made in the PCO's previous reports and to evaluate the implementation of initiatives planned by the clinic. HKD is in the process of converting to a new electronic health record system which has not yet been completed. The new system will have the ability to document HKD's newly implemented group therapy sessions with patients and to collect other behavioral and mental health data. The next on-site review will evaluate the implementation of this electronic record system, a system that is designed to address a number of the PCO's current, pending recommendations. Updating other efforts was accomplished by a telephone interview. Presently, the old, inadequate system is still being used. The next "on-site" review, including the evaluation of the new electronic health record system, will be conducted in early November 2018 -- at a time when the PCO can evaluate further recommendations that may be facilitated by the implementation of the new system -- after it has been implemented for a reasonable period of time. A copy of the PCO's Report from PacerMonitor.com is available at https://tinyurl.com/y8q7yd3y at no charge. About HKD Treatment Options Based in Lowell, Massachusetts, HKD Treatment Options, P.C. -- http://www.hkdtreatmentoptions.com/-- provides behavioral health counseling and treatment plans to help patients recover from alcohol and drug addiction. HKD Treatment Options filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-41895) on Oct. 20, 2017. In the petition signed by Hung K. Do, president and director, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Elizabeth D. Katz presides over the case. The Debtor hired Richard A. Mestone, Esq., at Mestone & Associates LLC as its bankruptcy counsel; Good Schneider & Fried as its special counsel; and Dennis and Associates as its accountant. IBEX LLC: Unsecureds to Get 25% Plus 2.5% Interest Per Annum ------------------------------------------------------------ IBEX, LLC filed with the U.S. Bankruptcy Court for the District of Colorado a revised first amended plan of reorganization. Class 4 under the revised first amended plan is comprised of creditors holding Allowed Unsecured Claims against the Debtor, including any allowed penalty Claims held by any taxing authority which are not related to actual pecuniary loss. Allowed Class 4 Claims will receive their pro rata share of the Net Profits Fund. Distributions from the Net Profits Fund will continue for 5 years following the Effective Date. Distributions to Class 4 claimants will not exceed the amount of the Allowed Unsecured Claims plus interest calculated at 2.5% per annum. Distributions to the Allowed Class 4 claimants will be made annually on each anniversary of the Effective Date. In the alternative, at any time during the term of the Plan and at its sole discretion, the Debtor may distribute $400,000 less any payments already made under the Plan, as a lump-sum payment to the allowed Class 4 claimants on a pro-rata basis, in full, final, and complete satisfaction of their unsecured claims. On the first anniversary of the Effective Date, and each year thereafter for 5 years, the Reorganized Debtor will calculate its Net Profits for the prior 12-month period and deposit 25% percent of the Net Profits into the Net Profits Fund and distribute the same to the Class 4 Claimants on a pro rata basis. A copy of the Revised First Amended Plan is available at: http://bankrupt.com/misc/cob17-16031-302.pdf About IBEX LLC Ibex, LLC -- http://www.rightathome.net/colorado-springs-- is a locally owned and operated franchise office of Right at Home Inc., a senior home care and staffing company providing care since 1995. The Company's mission is to improve the quality of life for those it serves by providing high quality in-home caregivers. The Company provides Alzheimer's care, companionship, physical assistance and respite care services. Ibex, LLC, based in Colorado Springs, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-16031) on June 29, 2017. In the petition signed by Peter Vanderbrouk, managing member, the Debtor disclosed $111,012 in assets and $3.44 million in liabilities. The Hon. Elizabeth E. Brown presides over the case. David J. Warner, Esq., at Wadsworth Warner Conrardy, P.C., serves as bankruptcy counsel to the Debtor. Jensen Dulaney LLC is the Debtor's special counsel. BiggsKofford, LLC, is the accountant. ILLINOIS FINANCE AUTHORITY: S&P Cuts Ratings on 7 Tranches to CCC ----------------------------------------------------------------- S&P Global Ratings lowered the following ratings on Illinois Finance Authority's Better Housing Foundation, Ohio's bonds: -- Series 2016A multifamily housing revenue bonds (Shoreline Portfolio project) to 'CCC' (sf) from 'BBB' (sf); -- Series 2016C multifamily housing revenue bonds (Shoreline Portfolio project) to 'CCC'(sf) from 'BBB-' (sf); -- Series 2017A multifamily housing revenue bonds (Icarus Portfolio project), to 'CCC' (sf) from 'A-' (sf) ; -- Series 2017B multifamily housing revenue bonds (Icarus Portfolio project), to 'CCC' (sf) from 'BBB-'; -- Series 2018A-1 and 2018A-2 multifamily housing revenue bonds (Ernst Portfolio project), to 'CCC' (sf) from 'A' (sf); and -- Series 2018B multifamily housing revenue bonds (Ernst Portfolio project) to 'CCC'(sf) from 'BBB-' (sf). The ratings on the 2016A, 2016B, 2017A, and 2017B bonds remain on CreditWatch with negative implications. In addition, S&P placed the ratings on the 2018A-1, 2018A-2, and series 2018B multifamily housing revenue bonds issued for the Ernst Portfolio project on CreditWatch with negative implications. "The rating actions reflect the strong likelihood of a draw on the projects' debt service reserve funds to fund upcoming Dec. 1, 2018, debt service payments," said S&P Global Ratings credit analyst Raymond Kim. The rating actions also reflect: -- Very low debt service coverage (DSC) in fiscal 2017 of 1.11x and 0.99x for the 2016A and 2016C bonds issued for the Shoreline Portfolio; -- Very low physical occupancy rate of 70% at the Shoreline portfolio as of October 2018; -- Very low DSC in fiscal 2017 of 1.20x and 1.04x for the 2017A and 2017B bonds issued for the Icarus Portfolio; -- Very low physical occupancy rate at the Icarus Portfolio of 77% as of October 2018; -- Ongoing shortfalls in rental revenue due to numerous building code violations at the Shoreline and Icarus portfolios, which has led the Chicago Housing Authority to abate and terminate voucher payments for the projects' tenants; -- Abatement of voucher payments in 2018 from the Chicago Housing Authority for the Ernst Portfolio due to the ongoing code violations at the Shoreline and Icarus portfolios. The negative CreditWatch status is due to S&P's view of the risk that the projects will fail to make their upcoming debt service payments on Dec. 1, 2018 and June 1, 2019. According to a trustee notice posted on EMMA on Oct. 30, 2018, the borrower for all three transactions, Better Housing Foundation (BHF), has failed to remit sufficient funds to the trustee to fund upcoming debt service payments on Dec. 1, 2018. S&P Global Ratings has been unable to obtain reliable interim income statements for any of the portfolios for the 2018 fiscal year; however, DSC ratios for the Shoreline and Icarus portfolios were well below our projections, with all in DSC of .99x and 1.04x DSC, based on fiscal 2017 audited financial statements. Invest in America's Veterans Foundation, Inc. (IAVF), a nonprofit organization based in Florida, assumed control of the Better Housing Foundation (BHF) portfolios as sole member of BHF as of Aug. 24, 2018. It is our understanding that the building code violations occurred prior to IAVF's acquisition of the three portfolios. We also understand that IAVF is marketing these three real estate portfolios for sale; in the event that the sales are executed, any bonds outstanding would be redeemed from proceeds of the property sales. However, absent an infusion of cash from the borrower, if the properties are not sold prior to Dec. 1, 2018, S&P believes that all three projects will likely draw on their debt service reserve funds to fund their upcoming debt service payments on Dec. 1, 2018. All three projects have debt service reserve funds equivalent to six months' maximum annual debt service available in the event of a shortfall in revenues. Any draw on these reserve funds would likely lead to a further downgrade of the ratings. Further, S&P expects that a draw on these reserve funds will be followed by a missed debt service payment in June 1, 2019, barring a sale of the properties or additional cash infusion from the borrower. INPIXON: Reports Third Quarter Revenue of $940,000 -------------------------------------------------- Inpixon reported financial results for the third quarter ended Sept. 30, 2018 and provided an update on corporate developments. Third Quarter 2018 Financial Highlights: * 2018 Q3 revenue of $940,000 * 2018 Q3 gross margin of 68% * 2018 Q3 GAAP net loss of $4.84 per share * 2018 Q3 Proforma Non-GAAP net loss of $3.61 per share * 2018 Q3 Non-GAAP Adjusted EBITDA loss of $3.4 million "The successful spin-off of the value added reseller business during the third quarter of 2018 has immediately resulted in an increase in stockholders' equity and gross profit and a decrease in GAAP net loss, even with the inclusion of two months of losses from the discontinued business. We anticipate that these improvements will continue through the fourth quarter, which will represent the first full quarter following the completion of the spin-off," said Nadir Ali, CEO of Inpixon. "We are now exclusively focused on our indoor positioning analytics ("IPA") business prepared to execute on a strategy that we believe will position Inpixon as a leader in a multi-billion dollar industry. We have been able to increase the number of our channel partners and customers in both the federal and commercial sector resulting in a 67% increase in the number of purchase orders received in the third quarter of this year as compared to the second quarter of 2018." Third Quarter 2018 Financial Results Net revenues for the three months ended Sept. 30, 2018 were $940,000 compared to $871,000 for the comparable period in the prior year. This $69,000 increase, or approximately 8%, is primarily associated with the increase in sales from our IPA products. Gross profit for the three months ended Sept. 2018 was $642,000 versus $604,000 for the same period in 2017. This increase in gross profit is due to the additional higher margin IPA sales. The gross profit margin for the three months ended Sept. 30, 2018 was 68% compared to 69% during the three months ended Sept. 30, 2017. Net loss attributable to common stockholders of Inpixon for the three months ended Sept. 30, 2018 was $5.2 million compared to $14.6 million for the prior year period. This decrease in loss of $9.4 million was primarily attributable to a decrease in compensation and occupancy costs due to the downsizing of staff and office locations and a $7.8 million impairment of goodwill charge included in deconsolidated operations. Third Quarter 2018 Business Highlights and Recent Developments * Inpixon signs wireless specialist ROCK Networks as Indoor Positioning Analytics reseller partner. * Inpixon announces adding video camera data feed into indoor positioning analytics * Inpixon appoints retail industry veteran Adam Benson as CTO * Inpixon announced it has successfully completed the spin-off of its value-added reseller business, Sysorex, Inc. * Inpixon announced NuVision Technologies has contracted to purchase Inpixon Indoor Positioning Analytics (IPA). * Inpixon recently provided a technology update on blockchain, voice-user interface, artificial intelligence, and Amazon Web Services. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). As of Oct. 17, 2018, the Company has issued and outstanding 62,115,129 shares of common stock and 1 share of Series 4 convertible preferred stock which is convertible into 5,622 shares of common stock. Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of June 30, 2018, Inpixon had $24.89 million in total assets, $22.27 million in total liabilities and $2.61 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, citing 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. Nasdaq Noncompliance Inpixon received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on April 5, 2018 and ending on May 16, 2018, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Nov. 13, 2018, in which to regain compliance. JDJ REALTY: Hires Brennan Law Firm as Special Counsel ----------------------------------------------------- JDJ Realty Associates seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Brennan Law Firm as special counsel. Brennan will represent the Debtor regarding environmental cleanup for property damage due to punctured underground storage tank. Francis J. Brennan, III, managing partner of the Brennan Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The counsel can be reached through: Francis J. Brennan, III Managing Partner 73 North Main Street Cranbury, NJ 08512 Phone: 609-395-5533 Fax: 609-395-0999 About JDJ Realty Associates JDJ Realty Associates, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-28692-CMG) on Sept. 19, 2018. The Law Firm of Brian W. Hofmeister, LLC, represents the Debtor. JOHN COBLE: Rudds Buying 13 Non-Tillable Acres in Delphi for $35K ----------------------------------------------------------------- John Richard Coble asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the sale of approximately 13.52 acres of non-tillable acres in Carroll County, Indiana, to Tony R. and Elizabeth Jeanne Rudd for $35,000. The Debtor has been engaged in farming since 1980, and does a majority of his business under custom farming agreements and cash rent leases of approximately 3,500 acres in Carroll, Cass, and White Counties, Indiana. Among other real estate, he owns approximately 147 acres in Carroll County, Indiana, commonly known as 6106 W. 1000 N., Delphi, Indiana. The Debtor valued that property at $985,000 in his bankruptcy schedules. The property includes approximately 121.72 tillable acres ("Farmland") and 26 non-tillable acres. The Debtor filed his Farmland Motion on Oct. 12, 2018 in which he asks, among other things, authority of the Court to sell the Farmland. The Motion concerns the sale of the Subject Parcel, which are part of the 26 non-tillable acres on the Carroll County Farm, being a primarily wooded area on the northwestern side of the Carroll County Farm. The sale of the Farmland pursuant to the Farmland Motion and the sale of the Subject Parcel pursuant to the Motion are part of the Debtor's plan for his reorganization substantially along the lines of the Chapter 11 plan filed by the Debtor on April 4, 2018. The Debtor will amend that plan and submit a disclosure statement to proceed toward confirmation. He has reached settlements with many of his secured creditors which will be filed promptly. The sale of the Subject Parcel is necessary for the Debtor to reduce his debt and its related costs. According to the Debtor's investigation and analysis, these interests are asserted in the Subject Parcel: a. Carroll County Treasurer: The Carroll County Treasurer also has a secured interest in the Subject Parcel arising from real estate taxes and assessments in the approximate principal amount of $3,645 (being the total amount payable on the entire Carroll County Farm to be adjusted between the Farmland and Subject Parcel) (a) that accrued in 2017 and are payable in 2018 and that are secured by a lien on the Subject Parcel, and (b) that accrued on March 1, 2018 and are payable in 2019 and that are secured by a lien on the Subject Parcel. b. First Merchants: For several years, the Debtor borrowed from Lafayette Bank and Trust Co., now known as First Merchants Bank, to fund his farming operations. In that capacity, First Merchants has served as the Debtor's primary secured lender. As of the Petition Date, the amount owing from the Debtor under his prepetition loan documents with First Merchants was approximately $1,019,000. As indicated in the Farmland Motion, Debtor has proposed and First Merchants has agreed, subject to certain conditions including approval by the Court, to accept all of the proceeds of the sale of the Farmland in full satisfaction of its debt, which at present is in excess of $896,407. c. Co-Alliance: Prepetition, the Debtor also obtained funds to operate his business from Co-Alliance, LLP. On June 15, 2015, he executed a promissory note in favor of Co-Alliance in the amount of $700,200. The Debtor executed a subsequent promissory note in favor of Co-Alliance in the amount of $1.13 million. As of the Petition Date, the amount owing from the Debtor under his prepetition loan documents with Co-Alliance was approximately $1,196,662. There are no other liens on the Subject Parcel. On Aug. 15, 2018, the Buyers and the Debtor executed their Real Estate Purchase Agreement pursuant to which the Debtor agreed to sell and the Buyers agreed to purchase the Subject Parcel and improvements, together with related rights and substantially all of the Debtor's personal property, subject to Bankruptcy Court approval. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/John_Coble_287_Sales.pdf The Debtor has received no other offers to purchase the Subject Parcel. He Debtor believes the sale of the Subject Parcel pursuant to the Purchase Agreement is in the best interest of the estate and creditors, and expects the request to proceed without objection. The relevant terms of the Purchase Agreement are: a. Property to be sold: Pursuant to the Purchase Agreement, the Buyers will purchase the Subject Parcel together with all related appurtenances, rights, privileges, interests, easements and any improvements, structures and fixtures. b. Purchase Price: $35,000, less certain adjustments to be made at closing, including adjustments for (i) pro-ration of real estate taxes; (ii) costs and expenses related to the title commitment, (iii) one-half of all closing and/or escrow fees charged by title company, (iv) recording costs for releases. c. Net Proceeds: The Debtor anticipates that after adjustments and payment of sale fees, the net proceeds will be approximately $34,000. d. Contingencies: Paragraph 5.3(c) provides that the Purchase Agreement may terminate if the Debtor does not cure certain title objections, or the parties do not agree otherwise. e. Delivery: Paragraph 13 provides that the Buyers will purchase the Subject Parcel as is, where is, and with all faults as of closing, without any representation or warranty as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied, except as specifically set forth in the Purchase Agreement. Paragraph 9.2 provides that the Subject Parcel will be conveyed by a DIP deed, free and clear of all restrictions, easements, liens, and encumbrances, except for current real estate taxes. f. Closing: Pursuant to paragraph 6, closing is to take place during the week of Nov. 12, 2018 unless otherwise agreed by the parties. g. Earnest Money/Default: $3,500 in escrow h. Bankruptcy Court Approval: The Purchase Agreement is subject to Court Approval The Debtor asks that the Court orders liens to attach to the proceeds of the sale in the currently existing priority. The counsel for the Debtor will hold the sale proceeds in the counsel's trust account, and will not disburse such funds without further order of the Court upon proper notice. Finally, he asks that if no objections are filed or pending at the time of hearing on the Motion, the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Purchasers: Tony R. and Elizabeth Jeanne Rudd 7812 w 1000 N Delphi, IN 46923 John Richard Coble filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 17-40013) on Jan. 14, 2017 and is represented by Samuel Hodson(KS), Esq. -- shodson@taftlaw.com -- at Taft Stettinius & Hollister LLP. KBC ENTERPRISE: Wants to Continue Factoring, Use Cash Collateral ---------------------------------------------------------------- KBC Enterprise LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to approve the continued factoring of accounts receivable on a postpetition basis under the prepetition factoring agreement, including for approval to use cash collateral as set forth in the budget. The Debtor proposes to use cash collateral, which includes both proceeds of factored accounts and other non-factored receivables, only to the extent necessary to avoid immediate and irreparable harm to operations, and to pay such necessary costs and expenses of operating as set forth in the attached. The Debtor also seeks approval of a variance of no more than 15% in total and for any individual line item. The Debtor believes that two parties claim an interest in cash collateral (Cash Collateral Creditors): (i) Action Capital pursuant to Factoring Agreement for certain specified accounts which are factored; and (ii) Biz Capital pursuant to a blanket lien UCC-1. Pursuant to the Factoring Agreement with Action Capital, the Debtor's accounts fall into two primary categories: customers who are invoiced upon delivery of product and customers who pay upon delivery. For those invoiced, the Debtor has been factoring those accounts by selling/factoring those receivables to Action Capital, who has remitted 90% of the face value immediately. Action Capital remits the additional 10% portion to Debtor after the customer has paid the invoice (to Debtor through a lockbox controlled by Action Capital). As adequate protection for any diminution in the value of the Cash Collateral Creditors' interests in the Cash Collateral, and as collateral for ongoing credit under the Factoring Agreement arrangement, the Debtor proposes to grant Cash Collateral Creditors with Replacement Liens, on the same types of existing collateral, subject only to any valid and enforceable, perfected, and non-avoidable liens of other secured creditors, if any. During the interim period, the Debtor is willing to negotiate additional terms and adequate protection payments with its Cash Collateral Creditors for approval in a final order. As further adequate protection, Debtor will continue to account for all cash use, and the proposed cash use is being incurred to preserve property of the Estate and thus benefit the Cash Collateral Creditors by preservation of the going concern value of Debtor. Additionally, the Debtor seeks approval of a Carve-out of Cash Collateral for Court-approved fees and expenses for estate professionals (and each of them) and U.S. Trustee fees. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/kyeb18-61316-8.pdf About KBC Enterprise KBC Enterprise LLC is a frozen dessert supplier in London, Kentucky. KBC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 18-61316) on Oct. 22, 2018. In the petition signed by Carlos Carpenter, president, KBC estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. KBC tapped DelCotto Law Group PLLC as its legal counsel. KENDALL FROZEN: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: Kendall Frozen Fruits, Inc. 130 Newport Center Drive, Suite 105 Newport Beach, CA 92660 Business Description: Newport Beach, California-based Kendall Frozen Fruits, Inc. is an industrial food supplier specializing in the sale and marketing of fruit and vegetable products since 1939. The Company offers frozen fruits, dried fruits, juice concentrates, purees, freeze dried fruit, fruit powders, vegetable products, chocolate covered dried fruit, and yogurt covered dried fruit. https://www.kendallfruit.com/ Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 18-14052 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Steven Werth, Esq. SULMEYERKUPETZ, A PROFESSIONAL CORPORATION 333 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Tel: 213-617-5210 213-626-2311 Fax: 213-629-4520 Email: swerth@sulmeyerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian Klein, secretary and chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-14052.pdf KSA INVESTMENTS: Dec. 14 Hearing on Disclosure Statement -------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining KSA Investments, LLC's plan is set for December 14, 2018, at 2:00 A.M. Deadline for objections to disclosure statement is November 21. Marc H. Baer, Chapter 11 Trustee and judgment creditors, Lattissia Parker, Michael Parker, Sr., Lashae McClellan, Michael Parker, Jr. and Lundin Parker, filed a Chapter 11 plan of liquidation and accompanying disclosure statement for KSA Investments, LLC. The Chapter 11 Trustee and his property manager will manage the Properties, collect all rents, pay actual and reasonable operating expenses in the ordinary course of business, and otherwise take all actions customarily performed by a property manager for residential properties. During the period when the Trustee is managing the Debtor's Properties, the Trustee will pay premiums for insurance policies on each of the Properties as they come due from Estate funds, with coverage sufficient to protecting each property against loss by way of fire or other damage up to the extent of the assessed value of the property as reported by the State Department of Assessments and Taxation. The Trustee will, at his sole discretion, list one or more of the Properties for sale with Pickwick Realty, LLC, a licensed real estate broker, for the purpose of selling one or more of the Properties, either subject to or free of any existing tenancy. The Trustee will enter into said listing agreement, subject to an application for authority to engage such realtor being granted by the Bankruptcy Court, providing for the payment of a real estate commission of no greater 5% of the purchase price and a customary administrative fee not to exceed $500. Upon receipt of a proposed contract that the Trustee determines is a reasonable offer, taking into consideration, inter alia, the proposed purchase price and any contingencies, covenants, or representations required by the proposed buyer, the Trustee will file a Motion Trustee to Sell Property Free and Clear of Liens, Claims, Encumbrances, and Interests pursuant to Section 363(b) and (f) of the Bankruptcy Code. Secured Class: This class includes the claim of the Parkers in the amount of $134,306.75, plus interest at the legal rate of 10% per annum. The Parkers will be paid in full, plus interest, on their allowed claim. Class 1 is not impaired under the Plan. General Unsecured Claims Class: This class consists of two claims listed in the Debtor's Schedule F that are not designated as contingent, unliquidated, or disputed: (1) the City of Baltimore Revenue of Collections for $738.00; and (2) Baltimore Gas and Electric for $1,290.00. Class 2 is not impaired under the Plan. Equity Interests. The Debtor's members holding Equity Interests are Kamina Abdul and Sayeeda Abdul. The Debtor's members will retain their respective interests in the Debtor as they did on the Petition Date. This Class is unimpaired. No payments shall be made on account of the Class 3 Interests other than any surplus in the Trustee's possession after payment of all Allowed Claims against the estate. The holders of equity interests in the Debtor shall retain their equity interests in the reorganized debtor post-confirmation and their Interests are not impaired under the Plan. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y8sfjhpb at no charge. About KSA Investments KSA Investments, LLC, owner of five rental properties located in Baltimore City, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-13303) on March 14, 2018. In the petition signed by its member Kamina Samie, the Debtor estimated $100,000 to $500,000 in assets and liabilities. The Law Offices of E. Christopher Amos serves as counsel to the Debtor. Marc H. Baer has been appointed as the Chapter 11 trustee to oversee the bankruptcy estate. He is represented by Offit Kurman, P.A. as his general counsel. He has hired Investors Management Co., Inc. as property manager. LUCKY 38 LLC: Seeks to Hire Zazella & Singer as Counsel ------------------------------------------------------- Lucky 38, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Zazella & Singer, as counsel to the Debtor. Lucky 38, LLC, requires Zazella & Singer to: a. give advice to the Debtor regarding its powers and duties as Debtor in the operation of its business; b. represent the Debtor in bankruptcy matters and adversary proceedings; and c. perform all legal service for the Debtor which may be necessary. Zazella & Singer will be paid at the hourly rate of $395. Zazella & Singer will also be reimbursed for reasonable out-of-pocket expenses incurred. Leonard S. Singer, a partner at Zazella & Singer, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Zazella & Singer can be reached at: Leonard S. Singer, Esq. ZAZELLA & SINGER 36 Mountain View Boulevard Wayne, NJ 07470 Tel: (973) 696-1700 Fax: (973) 696-3228 About Lucky 38 Lucky 38 LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-30210) on Oct. 10, 2018, estimating under $1 million in assets and liabilities. Zazella & Singer, led by name partner Leonard S. Singer, serves as counsel to the Debtor. MARBLE MASTERS: Has Interim Nod to Use Cash Until Nov. 30 --------------------------------------------------------- The Hon. Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia has signed an interim order authorizing Marble Masters of Middle Georgia, Inc. to use cash collateral in the ordinary course of business to make disbursements in accordance with the projected budget for the period ending Nov. 30, 2018. The Debtor has established a Debtor-In-Possession Bank Account at State Bank and Trust, which account complies with all applicable requirements of the U.S. Trustee. Accordingly, the Debtor will collect, deposit and maintain all cash collateral received on or after the Petition Date in the Cash Collateral Account pursuant to Chapter 11 of the Bankruptcy Code. Once deposited, the Debtor will not co-mingle the cash collateral with any other monies the Debtor may happen to collect or receive. As of May 11, 2018, Renasant Bank, as successor-by-merger with Heritage Bank of the South held a secured claim in the amount of $355,218.22 against which the Debtor has no defenses or right of set-off. Renasant Bank's allowed claim is secured by: (a) A first priority security interest in all fixtures located at 1105 North Davis Drive, Warner Robins, Georgia, together with all accessions, attachments, accessories, parts, tools, supplies, replacements of and additions thereto; (b) A first priority security interest in all accounts, rents, monies, payments and all rights to payment, whether or not earned by performance; (c) A first position priority security interest in all deposit accounts; (d) A first priority security interest in all contract rights, instruments, documents, chattel paper and general intangibles; (e) An interest in the real estate know as 1105 North Davis Drive, Warner Robins, Georgia; and (f) All products and proceeds of each of the foregoing. Renasant Bank is granted a replacement lien nunc pro tunc on and in all property of similar type and nature as the Renasant's Collateral, which the Debtor acquires or generates after the Petition Date. The lien will: (a) secure the return to Renasant Bank of its Collateral, including all cash and non-cash collateral utilized by the Debtor pursuant to the Interim Order; (b) have priority over any and all claims and expenses in this case where the lien constitutes a first lien; (c) be subordinate only to enforceable and perfected liens and security interests in existence at the time this case was commenced with a priority senior of the security interest in favor of Renasant Bank; and (d) secure all indebtedness of the Debtor to Renasant Bank incurred pursuant to the Interim Order. To the extent that all liens granted on the post-petition assets of the Debtor in favor of Renasant Bank pursuant to the Interim Order are insufficient to compensate Renasant Bank in full for the post-petition amounts due by Debtor or any subsequent trustee of the Debtor's Estate, Renasant Bank is granted an administrative expense priority claim with priority over all administrative expenses of any kind whatsoever incurred in this reorganization, except for an administrative expenses priority claim arising under a Chapter 7 case and the Chapter 11 quarterly fees owed to the U.S. Trustee. In addition, the Debtor will pay to Renasant Bank the sum of $2,382.57 per month as an adequate protection payment until further Order of the Court or until confirmation of a Plan in this case, whichever event occurs first. During the pendency of its case, the Debtor will: (a) keep Renasant's Collateral insured with an insurance carrier and for coverage amounts that are acceptable to Renasant Bank; (b) properly care for the Renasant's Collateral; (c) identify Renasant Bank as the sole loss payee relate to the insurance policy covering the Renasant's Collateral; (d) deduct, relative to the insurance policy covering Renasant's Collateral, an amount not exceeding $2,500 per accident or event of loss; (e) permit Renasant Bank to inspect, audit or otherwise examine the books, records and premises of the Debtor. Renasant Bank will have full and complete access to all financial records of the Debtor; and (f) transmit to Renasant Bank copies of all reports, financial or otherwise, including but not limited to Monthly Operating Reports. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/gamb18-50891-78.pdf About Marble Masters of Middle Georgia Marble Masters of Middle Georgia, Inc., d/b/a ISD Cabinets & Supply -- https://www.marblemasters.com/ -- specializes in the installation, restoration and maintenance of marble, granite, and quartz surfaces for residential and commercial clients. Headquartered in Warner Robins, Georgia, the Company handles new construction or makeover projects. Marble Masters sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50891) on May 11, 2018. In the petition signed by Neil D. Suggs, managing member, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in debt. The Hon. Austin E. Carter presides the case. Wesley J. Boyer, Esq., at Boyer Law Firm, L.L.C., is the Debtor's counsel; and William A. Amos, PC, is the accountant. MARICOPA IDA: Moody's Rates 2018A/B Education Bonds 'Ba2' --------------------------------------------------------- Moody's Investors Service has assigned an initial Ba2 rating and stable outlook to The Industrial Development Authority of the County of Maricopa, AZ's Education Revenue Bonds (Benjamin Franklin Charter School Projects) $71.4 million Series 2018A and $480,000 Taxable Series 2018B. RATINGS RATIONALE The Ba2 rating reflects the school's 23 year operating history, current 20 year charter which expires in 2031, and newly formed corporate board that will manage the district as of bond closing. The rating also reflects the projected narrow but satisfactory debt service coverage post-issuance which will require some enrollment growth, as well as the school's strong academic performance with consistent outperformance over the state and local school districts in most grade levels, though the school is challenged by significant competition from other charter schools in the area, some of which outperform the Benjamin Franklin academically. Further, the rating incorporates the school's need to rebuild cash to healthy levels as a result of the transfer of the charter to a non-profit corporation from a for-profit corporation and the non-profit's acquisition of all land, facilities, improvements, furniture, fixtures and equipment that comprise the campuses; as a result of this transaction, the school's only cash will be from a subordinate promissory note that will be repaid over seven years as the school rebuilds its cash from the normal course of operations. RATING OUTLOOK The stable outlook reflects its expectation that the school will achieve enrollment targets necessary to meet debt service requirements in the near term. The stable outlook also reflects its expectation that liquidity and debt service coverage will improve and remain at levels well in excess of the bond covenant requirements. Moody's further expects the school to continue to outperform state and district medians for academic achievement. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained, material improvement in debt service coverage - Sustained, significant growth in cash reserves - Significant decline in the debt profile FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to meet projected debt service coverage ratios - Enrollment declines and/or weakened academic performance - Failure to materially improve cash reserves and to repay, as anticipated, portions of two subordinate promissory notes prior to the end of the current fiscal year - Further increase in the debt profile LEGAL SECURITY The bonds are payable from amounts held by the trustee under the master trust indenture and loan payments to be made by the borrower to the IDA of Maricopa County under the loan agreement. The 2018 bonds will be additionally secured by a first priority lien on and security interest in the borrower's ownership interest in the four campuses and a pledge of certain funds held under the indenture. USE OF PROCEEDS Bond proceeds will finance the purchase of the land, facilities, improvements, furniture, fixtures and equipment which comprise the existing Benjamin Franklin Charter School's four campuses from LBE Investments, Ltd. LBE is a property holding and management company, which is an affiliate of Benjamin Franklin Charter Schools, Ltd., an Arizona corporation and the current charter holder. Bond proceeds will also finance the construction of a $6 million new fine arts facility on the high school campus. PROFILE Benjamin Franklin Charter School consists of four schools (three elementary schools and one high school) and serves roughly 3,080 students in grades K-12. Three of the schools are located in the Town of Queen Creek and the fourth school is located in the Town of Gilbert (Aaa). The schools are approximately 35 miles southeast of the City of Phoenix (Aa1 negative). Upon closing of the Series 2018 bonds, Benjamin Franklin Charter School - Queen Creek will acquire the charter to operate the four schools. Currently, Benjamin Franklin Charter Schools, Ltd. holds the charter. The charter authorizer is the Arizona State Board for Charter Schools. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in September 2016. MIDWAY OILFIELD: Judge Signs Final Cash Collateral Order -------------------------------------------------------- The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas has authorized Midway Oilfield Constructors, Inc. to use cash collateral in such amounts as approved by GemCap pursuant to the Budget, subject to the terms of the Final Order, Final DIP Order and the DIP Loan Documents. The Debtor is further authorized to make $10,000 deposit to GSI Oil & Gas, Inc. for the purpose of setting up new accounts and access code numbers for the purpose of regaining access and use of the GSI Salt Water Disposal Systems. On October 18, 2018, the Court entered that certain Final DIP Order, pursuant to which the Debtor and GemCap entered into a negotiated factoring arrangement in which the Debtor obtained secured, superpriority postpetition financing from GemCap, secured by a first priority security interest and lien in any and all pre-petition and post-petition Accounts of the Debtor and all collateral described in the DIP Loan Documents. The Final DIP Order also provides that the Debtor may use cash collateral in such amounts as approved by GemCap pursuant to the budget attached to the Final DIP Order. In addition to the Events of Default set forth in the Final DIP Order and DIP Loan Documents, and Event of Default under the Final Order will include any of the following: (a) The Debtor fails to timely perform or satisfy any of the terms, conditions or covenants of the Final Order, the Final DIP Order or the DIP Loan Documents; (b) The Debtor uses the Cash Collateral for any purpose not authorized by the Final Order or prior written consent by GemCap is not provided. (c) The dismissal or conversion of the Debtor's bankruptcy case to one under Chapter 7 of the Bankruptcy Code or the appointment of a Chapter 11 Trustee. (d) The commencement or continuation of, or voluntary participation by, the Debtor in any lawsuit, adversary proceeding or contested matter against GemCap. A full-text copy of the Final Order is available at http://bankrupt.com/misc/txsb18-34567-123.pdf About Midway Oilfield Constructors Midway Oilfield Constructors, Inc., provides construction services to the upstream, midstream, and downstream sectors of the oil and gas industry. Based out of Midway, Texas, Midway provides services across the State of Texas and Oklahoma. On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 18-34567). The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Marvin Isgur is the case judge. The Debtor tapped Hoover Slovacek LLP as its legal counsel; and Mr. Charles L. Johnson of TST Accounting, LLC, as chief restructuring officer to the Debtor. MIDWAY OILFIELD: Taps Chamberlain Hrdlicka as Special Tax Counsel ----------------------------------------------------------------- Midway Oilfield Constructors, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Chamberlain Hrdlicka White Williams & Aughtry, as special tax counsel to the Debtor. Midway Oilfield requires Chamberlain Hrdlicka to assist the Debtor with tax matters during bankruptcy and the IRS Form 941 audit and any other necessary related representation which may be required. Chamberlain Hrdlicka will be paid at these hourly rates: Katherine Noll $415 Jaime Vasquez $390 Adrian Ochoa $330 Leo Unzeitig $315 Chamberlain Hrdlicka will be paid a retainer in the amount of $1,000. Chamberlain Hrdlicka will also be reimbursed for reasonable out-of-pocket expenses incurred. Katherine Noll, partner of Chamberlain Hrdlicka White Williams & Aughtry, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Chamberlain Hrdlicka can be reached at: Katherine Noll, Esq. CHAMBERLAIN HRDLICKA WHITE WILLIAMS & AUGHTRY 112 East Pecan Street, Suite 1450 San Antonio, TX 78205 Tel: (210) 278-5804 Fax: (210) 253-8384 E-mail: katherine.noll@chamberlainlaw.com About Midway Oilfield Constructors, Inc. Midway Oilfield Constructors, Inc., provides construction services to the upstream, midstream, and downstream sectors of the oil and gas industry. Based out of Midway, Texas, Midway provides services across the State of Texas and Oklahoma. On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 18-34567). The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Marvin Isgur is the case judge. The Debtor tapped Hoover Slovacek LLP as its legal counsel. Hrdlicka White Williams & Aughtry, is the special tax counsel. MILLERBERND SYSTEMS: Hires SealedBid Marketing as Business Broker ----------------------------------------------------------------- Millerbernd Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ SealedBid Marketing, Incorporated, as business broker to the Debtor. Millerbernd Systems requires SealedBid Marketing to market and sell the Debtor's property located at 330 6th Street South, Winsted, MN 55395. SealedBid Marketing will be paid as follows: -- Marketing Initialization Fee of $7,500; -- Monthly Consulting Fee of $2,500 per month; -- Accomplishment Fee of 7% of the total consideration up to $2,000,000; plus 2% of any total consideration over $2,000,000. Gerald R. Clark, vice president of SealedBid Marketing, Incorporated, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. SealedBid Marketing can be reached at: Gerald R. Clark SEALEDBID MARKETING, INCORPORATED 5151 Edina Industrial Blvd., Suite 140 Edina, MN 55439 Tel: (952) 893-0232 Fax: (952) 893-0380 About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway presides over the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A., as co-counsel. MJW FILMS: Taps Engelman Berger as General Bankruptcy Counsel ------------------------------------------------------------- MJW Films, LLC, and J Wick Productions, LLC, seek authority from United States Bankruptcy Court for the District of Arizona (Phoenix) to hire the law firm of Engelman Berger, P.C. as general bankruptcy counsel, effective as of Oct. 22, 2018. Services to be rendered by EB are: a. advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and property; b. represent the Debtors at the First Meeting of Creditors, initial debtor interview and all Court hearings, adversary proceedings or contested matters that have been or may be filed; c. attend meetings and negotiating with representatives of creditors and other parties-in-interest and advising and consulting on the conduct of this bankruptcy case, including all of the legal and administrative requirements of operating in Chapter 11; d. assist the Debtors with the preparation of Schedules of Assets and Liabilities and Statements of Financial Affairs; e. advise the Debtors with respect to any contemplated sales of assets and/or business combinations, formulating and implementing appropriate closing procedures for such transactions, and preparing and prosecuting all motions and/or pleadings necessary to obtain the Court's authorization for such transactions; f. advise the Debtors with respect to any post-petition financing and cash collateral arrangements; negotiating, drafting and prosecuting all documents, motions and pleadings relating thereto; g. advise the Debtors on all matters relating to the assumption, rejection or assignment of unexpired leases and executory contracts; h. advise the Debtors with respect to legal issues arising in or relating to the Debtors'’ ordinary course of business, including attending meetings of management, financial and turnaround advisors, property management firms, and other professionals employed by the Debtors; i. take all necessary action to protect and preserve the Debtors' jointly administered estate, including the prosecution of actions on the Debtors' behalves, the defense of any actions commenced against the Debtors, objecting to claims filed against the Debtors' jointly-administered estate, and negotiating and effecting settlements of the same; j. prepare, negotiate and take all actions necessary to obtain approval and/or confirmation of a disclosure statement, plan of reorganization and related agreements and documents; and k. perform all other legal services relating to the administration and conduct of the Debtors' jointly-administered estate in its efforts to reorganize. The Firm will be paid at the following hourly rates: Patrick A. Clisham $450 Tamalyn E. Lewis $500 Other EB Shareholders $350 to $600 EB Associates $250 to $300 EB Paralegals $160 to $200 Engelman Berger is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Patrick A. Clisham, Esq ENGELMAN BERGER, P.C. 3636 North Central Avenue, Suite 700 Phoenix, AZ 85012 Phone: (602) 271-9090 Fax: (602) 222-4999 E-mail: pac@eblawyers.com About JW Films and MJW Films JW Films and MJW Films are movie production company based in Gilbert, Arizona. The Debtors filed voluntary petitions for relief under Chapter 11, Title 11, United States Code on Oct. 22, 2018: MJW Films, LLC (Bankr. D. Ariz. Case no. 18-12874) as lead case and J Wick Productions, LLC (Bankr. D. Ariz. Case no. 18-12875). In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. Patrick A. Clisham, Esq. at Engelman Berger, P.C., represents the Debtors. MONITRONICS INTERNATIONAL: Has Exchange Offer for 9.125% Sr. Notes ------------------------------------------------------------------ Monitronics International, Inc., has launched an offer to exchange up to $585,000,000 aggregate principal amount of Monitronics' 5.500%/6.500% Senior Secured Second Lien Cashpay/PIK Notes due 2023 to be issued for validly tendered (and not validly withdrawn) Monitronics' 9.125% Senior Notes due 2020 and, in conjunction with the Exchange Offer, a solicitation of consents by Monitronics to certain proposed amendments to the indenture governing the Old Notes. The New Notes will be secured on a second priority basis by liens on all of the outstanding stock of Monitronics and on substantially all of the assets of Monitronics and the guarantors of the New Notes, which have also been pledged on a first priority basis as collateral to secure Monitronics' and such guarantors obligations under Monitronics' existing senior secured credit agreement. Interest payable in cash will accrue at a rate of 5.500% per annum and interest payable by increasing the aggregate principal amount of the outstanding New Notes or by issuing additional New Notes will accrue at a rate of 6.500% per annum. Tenders of Old Notes may be withdrawn and Consents may be revoked prior to 5:00 p.m., New York City time, on Nov. 19, 2018, but not thereafter, subject to limited exceptions, unless such time is extended. The Exchange Offer will expire at 11:59 p.m., New York City time, on Dec. 10, 2018. The Exchange Offer Upon the terms and conditions set forth in the offering memorandum and consent solicitation statement, Monitronics is offering Eligible Holders of Old Notes the opportunity to receive New Notes in exchange for their Old Notes. Participating holders that validly tender (and do not validly withdraw) Old Notes prior to the Early Tender Time will receive $1,000 principal amount of New Notes per $1,000 principal amount of such Old Notes. Participating holders that validly tender (and do not validly withdraw) Old Notes after the Early Tender Time but prior to the Expiration Time will receive $950 principal amount of New Notes per $1,000 principal amount of such Old Notes. The following summarizes the exchange consideration for each $1,000 aggregate principal amount of Old Notes that is validly tendered (and not validly withdrawn) by participating holders. Title of Old Notes to be Tendered: 9.125% Senior Notes due 2020 CUSIP/ISIN Numbers: 609453AG0 / US609453AG02 Early Tender Time: 5:00 p.m., New York City time, Nov. 19, 2018 Outstanding Principal Amount: $585,000,000 Exchange Consideration: $1,000 aggregate principal amount of New Notes Late Exchange Consideration: $950 aggregate principal amount of New Notes The Consent Solicitation In connection with the Exchange Offer, and on the terms and subject to the conditions set forth in the Offering Memorandum, Monitronics is soliciting consents from registered holders of Old Notes to the Proposed Amendments to the Old Notes Indenture, which will become effective upon execution; however, the Proposed Amendments will become operative immediately prior to the acceptance of such Old Notes pursuant to the Exchange Offer on the Settlement Date. Holders who tender their Old Notes into the Exchange Offer will be deemed to have submitted their Consent. The Proposed Amendments would (i) eliminate or waive substantially all of the restrictive covenants and events of default contained in the Old Notes Indenture and the Old Notes, and (ii) modify or eliminate certain other provisions contained in the Old Notes Indenture and the Old Notes, including certain provisions relating to defeasance and to the minimum notice requirements for optional redemption. In addition, any Old Notes that remain outstanding following the consummation of the Exchange Offer will become effectively subordinated to the New Notes to the extent the value of the collateral securing the New Notes, which is comprised of all of outstanding stock and substantially all of the assets of Monitronics and its subsidiaries. General As previously announced, Monitronics and Ascent are party to an Amended and Restated Transaction Support Agreement with, among others, certain holders collectively owning or controlling approximately 65% of the aggregate outstanding principal amount of the Old Notes. Pursuant to the Amended and Restated Support Agreement, the Consenting Noteholders have agreed to tender or cause to be tendered all Old Notes held by such Consenting Noteholders (other than Old Notes in denominations of less than $1,000, if applicable) and take all commercially reasonable actions, and support and cooperate with Monitronics and Ascent to take all commercially reasonable actions, necessary to consummate the Exchange Offer and the Consent Solicitation in accordance with the terms and conditions of the Amended and Restated Support Agreement, including without limitation to vote in favor of, or otherwise support, the transactions contemplated thereunder, including the Exchange Offer and the Consent Solicitation. Consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of the conditions specified in the Offering Memorandum, including, among others, the following: (i) an amendment to Monitronics' Credit Facility, which amendment, among other things, permits issuance of the New Notes, will have become effective on or prior to the Expiration Time, (ii) at least 65% in aggregate principal amount of Old Notes, including by participating holders who are party to the Amended and Restated Support Agreement, shall have been validly tendered (and not validly withdrawn) in the Exchange Offer prior to the Expiration Time and (iii) the Amended and Restated Support Agreement shall not have been terminated (with respect to Monitronics or the Requisite Consenting Noteholders (as defined therein)) pursuant to its terms. These conditions and the other conditions to the Exchange Offer are described more fully in the Offering Memorandum. The Exchange Offer and the Consent Solicitation may be amended, extended, terminated or withdrawn by Monitronics for any reason in its sole discretion. Monitronics will not receive any cash proceeds from the Exchange Offer, the Consent Solicitation or the issuance of the New Notes in connection with the Exchange Offer. The New Notes will be issued pursuant to an indenture, dated as of the Settlement Date, among Monitronics, the guarantors party thereto and Ankura Trust Company, as trustee and collateral agent. The New Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured second priority basis by each of Monitronics' restricted subsidiaries, including all of Monitronics' subsidiaries that own any of its material assets. The New Notes have not been and will not be registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act or in any other jurisdiction absent registration or an applicable exemption from the registration requirements of the securities laws of such other jurisdiction. D.F. King & Co., Inc. is acting as the Exchange Agent and Information Agent for the Exchange Offer and the Consent Solicitation. Requests for the offering documents from "Eligible Holders" may be directed to D.F. King & Co., Inc. and holders of the Old Notes may complete and submit a letter of eligibility online at www.dfking.com/monitronics or by e-mail to monitronics@dfking.com or by phone at (212) 269-5550 (for brokers and banks) or (877) 674-6273 (for all others). None of Ascent, Monitronics, their subsidiaries or any other person makes a recommendation as to whether holders of the Old Notes should tender their Old Notes pursuant to the Exchange Offer or deliver Consents pursuant to the Consent Solicitation. Each holder must make its own decision as to whether to tender its Old Notes and to deliver Consents, and, if so, the principal amount of the Old Notes as to which action is to be taken. A full-text copy of the press release is available for free at: https://is.gd/tGcvzG About Monitronics Farmers Branch, Texas-based Monitronics International, Inc. -- http://www.mymoni.com/-- provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services. The Company is supported by a network of independent authorized dealers providing products and support to customers in the United States, Canada and Puerto Rico. Its wholly owned subsidiary, LiveWatch is a Do-It-Yourself home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. Monitronics is a wholly-owned subsidiary of Ascent Capital Group, Inc. Monitroics was incorporated in the state of Texas on Aug. 31, 1994. At Dec. 31, 2017, the Company had more than 1,330 full-time employees and over 100 part-time employees, all of which are located in the United States. Monitronics reported net losses of $111.29 million in 2017, $76.30 million in 2016 and $72.44 million in 2015. As of June 30, 2018, the Company had $1.67 billion in total assets, $1.84 billion in total liabilities, and a total stockholders' deficit of $167.69 million. * * * In September 2018, S&P Global Ratings lowered its issuer credit rating on Monitronics to 'CC' from 'CCC'. The downgrade follows Monitronics' announcement on Aug. 30, 2018, of a proposed transaction to exchange its 9.125% senior unsecured notes due 2020 for a combination of new $585 million cash and paid-in-kind (PIK) (7.75% cash and 3.75% PIK) unsecured notes due 2023, up to $100 million of cash from parent company Ascent and warrants. Monitronics is also proposing amendments to eliminate the restrictive covenants governing the 2020 notes, including certain events of default. In July 2018, Moody's Investors Service, Inc., downgraded Monitronics International's Corporate Family Rating to 'Caa2', from 'B3'. The downgrade of Monitronics' CFR reflects strains on the company's liquidity and capital structure caused by impending maturities, as well as its continued lackluster operating performance. MONITRONICS INTERNATIONAL: Suits Filed Over Planned Exchange Offer ------------------------------------------------------------------ Holders purporting to own approximately 68% of Ascent Capital Group Inc.'s 4.00% Convertible Senior Notes due 2020 filed a complaint on Aug. 27, 2018, in the Court of Chancery of the State of Delaware against Ascent and each of its directors and executive officers. As previously reported, on Sept. 5, 2018, holders purporting to own approximately 69% of the Notes filed an amended complaint in the Court of Chancery of the State of Delaware against Ascent and each of its directors and executive officers, and a motion for a preliminary injunction seeking to prevent Ascent from consummating the exchange offer related to the 9.125% Senior Notes due 2020 of Monitronics International, Inc. announced by Ascent and MONI on Aug. 30, 2018 (which exchange offer was terminated by Ascent and MONI on Sept. 25, 2018). On Oct. 1, 2018, holders purporting to own approximately 78% of the Notes filed a second amended complaint in the Court of Chancery of the State of Delaware against Ascent and each of its directors and executive officers, and an amended motion for a preliminary injunction seeking to prevent Ascent from consummating the transactions announced by Ascent and MONI on Sept. 25, 2018. On Oct. 22, 2018, the Court of Chancery of the State of Delaware entered a Third Scheduling Order Governing Plaintiffs' Motion for a Preliminary Injunction. The Scheduling Order provides, among other things, that the preliminary injunction hearing will be held on Dec. 5, 2018. On Nov. 2, 2018, holders purporting to own approximately 53% of the Notes filed a third amended complaint in the Court of Chancery of the State of Delaware against Ascent and each of its directors and executive officers. The Third Amended Complaint alleges that Ascent's participation in the transactions announced by Ascent and MONI on Oct. 30, 2018 would be detrimental to Ascent and, if consummated, would result in Ascent becoming insolvent. The Third Amended Complaint further alleges that the October 30th Transactions would (i) result in a breach of Ascent's directors' fiduciary duties to Ascent and (ii) constitute a constructive or intentional fraudulent transfer by using assets of Ascent necessary for the repayment of the Notes for other purposes. The Third Amended Complaint seeks (i) injunctive relief to prevent Ascent from engaging in the October 30th Transactions, which would allegedly dissipate Ascent's assets, and (ii) a declaratory judgment that approval of the October 30th Transactions constitutes a breach of fiduciary duty by Ascent's directors and that consummation of the October 30th Transactions would constitute a fraudulent transfer by Ascent. Also on Nov. 2, 2018, the Plaintiffs filed an amended motion for a preliminary injunction seeking to prevent Ascent from consummating the October 30th Transactions. The Company said the Third Amended Complaint could be amended, or similar claims could be brought, challenging the October 30th Transactions, and the Company cannot give assurance that those claims will be unsuccessful or will not have a material effect on any such October 30th Transactions. Ascent believes that the claims in the Third Amended Complaint are meritless, and Ascent intends to vigorously defend against this action. About Monitronics Farmers Branch, Texas-based Monitronics International, Inc. -- http://www.mymoni.com/-- provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services. The Company is supported by a network of independent Authorized Dealers providing products and support to customers in the United States, Canada and Puerto Rico. Its wholly owned subsidiary, LiveWatch is a Do-It-Yourself home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. Monitronics is a wholly-owned subsidiary of Ascent Capital Group, Inc. Monitroics was incorporated in the state of Texas on Aug. 31, 1994. At Dec. 31, 2017, the Company had more than 1,330 full-time employees and over 100 part-time employees, all of which are located in the United States. Monitronics reported net losses of $111.29 million in 2017, $76.30 million in 2016 and $72.44 million in 2015. As of June 30, 2018, the Company had $1.67 billion in total assets, $1.84 billion in total liabilities, and a total stockholders' deficit of $167.69 million. * * * In September 2018, S&P Global Ratings lowered its issuer credit rating on Monitronics to 'CC' from 'CCC'. The downgrade follows Monitronics' announcement on Aug. 30, 2018, of a proposed transaction to exchange its 9.125% senior unsecured notes due 2020 for a combination of new $585 million cash and paid-in-kind (PIK) (7.75% cash and 3.75% PIK) unsecured notes due 2023, up to $100 million of cash from parent company Ascent and warrants. Monitronics is also proposing amendments to eliminate the restrictive covenants governing the 2020 notes, including certain events of default. In July 2018, Moody's Investors Service, Inc., downgraded Monitronics International's Corporate Family Rating to 'Caa2', from 'B3'. The downgrade of Monitronics' CFR reflects strains on the company's liquidity and capital structure caused by impending maturities, as well as its continued lackluster operating performance. NELSON INC: Cadles Wants to Prohibit Cash Collateral Use -------------------------------------------------------- Cadles of West Virginia LLC requests the U.S. Bankruptcy Court for the Western District of Tennessee for an order prohibiting Nelson, Inc., from using of cash collateral. Cadles asserts it has a secured lien on all assets of the Debtor by virtue of Debtor's indebtedness to Cadles in the approximate amount of $3,017,764. In addition to Cadles, First Alliance Bank, First Tennessee Bank, Great American Insurance Company and Synovus Bank may also hold various interests in all the Debtor's accounts, accounts receivable, rents and real property. The Debtor's income is derived from the operation and management of the real property investment, and its cash, accounts receivable and rents constitute cash collateral governed by 11 U.S.C. Section 363(a). Cadles contends the Debtor is not spending its money towards an effective reorganization. Cadles notes that it has been a year since the filing of the Chapter 11 case and there has not been an approval of a Disclosure Statement nor a Plan of Reorganization. Cadles contends that the Debtor's creditors face immediate and irreparable harm if the Court does not prohibit the use of cash collateral on an interim basis. Cadles relates that the Debtor through many months has had no activity or income to propose reorganization. The Monthly Operating Reports filed with the Court for May, 2018 and June, 2018 in fact reflect a negative income each month. Cadles refers to the month of August 2018 where the Debtor's reflected income is $228,509.67 but the Debtor spent majority of the income by expenses of $141,242.74. Cadles alleges there is no information that reflects whether expenses are for prepetition claims or post-petition claims nor there appear any order allowing use of cash collateral or budget by which the Debtor is operating the business. Further the month of September, 2018 reflects additional expense of $66,726.37 without any disclosure as to purpose of most of claims including but not limited to a payment to the principal of Debtor, Will Nelson for $6,000. Moreover, Cadles contends that the Debtor is obligated to Secured Creditors in an amount approximately $8,000,000, secured by liens in substantially all of the assets of the Debtor including the real property and the personal property located thereon and all rents and payments. However, the total value of the collateral pledged to Secured Creditors is approximately $ 5,624,000 as reflected on Debtor's schedules. Cadles is concerned because the Debtor has not provided information of its operations for the year and nor any budget on the average monthly amount needed for operations. Also, the Debtor has not provided any information for use of cash collateral. Attorney for Cadles of West Virginia Toni Campbell Parker, Esq. 615 Oakleaf Office Lane Memphis, TN 38117 Phone: 901-683-0099 E-mail: Tparker002@att.net About Nelson Inc. Headquartered in Memphis, Tennessee, and founded in 1972, Nelson, Inc. -- http://www.nelson-inc.net-- is an SBA Certified HUB Zone contractor licensed in Tennessee, Mississippi, Arkansas, Louisiana, Virginia, and the District of Columbia. Nelson is a 100% African American owned and operated firm with offices located in Memphis, Washington, DC, North Mississippi and the Mississippi Gulf Coast. During construction, Nelson provides all on-site management, supervision, and administration as required, to assure the success of this important reconstruction process. Nelson, Inc., previously sought bankruptcy protection on May 4, 2011 (Bankr. W.D. Tenn. Case No. 11-24542). Nelson, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 17-29082) on Oct. 15, 2017, listing $5.62 million in total assets and $10 million in total liabilities. Will Nelson, president, signed the petition. NEWARK SPECIAL: Hires Joseph L. Pittera as Bankruptcy Counsel ------------------------------------------------------------- Newark Special Technology, Inc. d/b/a Magorien Honing & Hydraulics, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Joseph L. Pittera, as counsel to the Debtor. Newark Special requires Joseph L. Pittera to: a. advise the Debtor regarding matters of bankruptcy law and concerning requirements of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of this case, and the operation of the Debtor's estate as a debtor in possession; b. represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; c. assist in compliance with the requirements of the Office of the United States trustee; d. provide the Debtor legal advice and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; e. assist the Debtor in the administration of the estate's assets and liabilities; f. prepare necessary applications, answers, motions, orders, reports and/or legal documents on behalf of the Debtor; g. assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; h. provide advice, as counsel, concerning the claims of secured and unsecured creditors, prosecution and/or defense of all actions; and i. prepare, negotiate,prosecute and attain confirmation of a plan of reorganization. Joseph L. Pittera will be paid on a flat fee basis. Prior to the Petition Date, Joseph L. Pittera received from the Debtor the amount of $10,000, plus $1,717 filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph L. Pittera, founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Joseph L. Pittera can be reached at: Joseph L. Pittera, Esq. LAW OFFICES OF JOSEPH L. PITTERA 1308 Sartori Avenue, Suite 109 Torrance, CA 90501 Tel: (310) 328-3588 Fax: (310) 328-3063 E-mail: jpitteralaw@gmail.com About Newark Special Technology, Inc. d/b/a Magorien Honing & Hydraulics 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. NICHOLS BROTHER: Needs More Time To Negotiate With Lenders ---------------------------------------------------------- Nichols Brothers, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Oklahoma to extend the exclusive periods during which only the Debtors can file a plan of reorganization and solicit acceptances of the plan through and including Nov. 29, 2018, and Jan. 29, 2019, respectively. The Debtors are seeking an extension of the exclusive period in which to file and seek approval of a Chapter 11 plan in order to allow more time to negotiate with the DIP Lenders and Pre-Petition Lenders. The Debtors have been in bankruptcy less than five months and have sought one previous 30-day extension of the exclusive period in which to file and gain acceptance of a Chapter 11 plan. The exclusive period to file a plan, which was previously extended by 30 days expires on Oct. 30, 2018, and the exclusive period to gain acceptance of the plan, which was likewise previously extended by 30 days, expires 60 days thereafter on Dec. 30, 2018. In the time since their filings, the Debtors have been implementing the repair plan of their oil and gas assets along with efforts to market and sell their assets and related matters. These efforts were delayed through protracted negotiations and circumstances surrounding the approval of the DIP loan and use of cash collateral in this case, which was not approved until Aug. 1, 2018, two months after filing these Chapter 11 cases. In addition, the Debtors have negotiated an asset purchase agreement for the sale of substantially all the assets of W.O. Operating Company, Ltd., and are working on a sale motion and other related documents to be able to close that sale. The ability to formulate and submit a plan during this period of time has been rendered difficult under these circumstances. Nevertheless, the Debtors have drafted a Chapter 11 plan and disclosure statement that they believe is consistent with the terms of the order approving the DIP financing and that will provide for an efficient and economical liquidation of the Debtor's assets. The Debtor's plan and disclosure statement have been reviewed by the DIP Lenders, Pre-Petition Lenders and Official Committee of Unsecured Creditors. These applicable factors in this instance weigh in favor of granting the Debtors' requested extension. The case has been pending less than five months and the Debtors have been diligent and in good faith administering their bankruptcy estates and negotiating with creditors, including the DIP Lenders and the Pre-Petition Lenders, the primary secured creditors of the Debtors, as well as the Committee. Indeed, the Debtors have formulated a Chapter 11 plan and accompanying disclosure statement. The Debtors need a limited period of time, as requested herein, to finalize negotiations of the contemplated Chapter 11 plan and disclosure statement for filing with the Court. The Debtors advise the Court that they have advised the DIP Lenders, through the DIP Agent, of the relief sought in this motion and they do not object to the relief requested. The Debtors further advise that they attempted to advise the Committee of the relief sought in this motion and were unable to reach counsel for the Committee prior to filing this motion. A copy of the Debtors' request is available at: http://bankrupt.com/misc/oknb18-11123-210.pdf About Nichols Brothers Nichols Brothers, Inc., and its subsidiaries are primarily focused on oil and gas production operating 400 producing wells, which are generally considered "stripper wells" in the industry. The business group is owned and operated by Richard and Orville Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma. Nichols Brothers and its subsidiaries filed voluntary petitions (Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the petition signed by Richard Nichols, president, Nichols Brothers disclosed $10,388 in assets and $32.87 million in liabilities. The case is assigned to Judge Terrence L. Michael. Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel; Padilla Law Firm, serves as special counsel to the Debtor; and Koehler & Associates, Inc., as its chief restructuring officer. The U.S. Trustee for Region 20 on June 22, 2018, appointed an official committee of unsecured creditors. The Committee retained Rosenstein Fist & Ringold, as counsel. OFF THE GRID: Hires Coldwell Banker as Real Estate Broker --------------------------------------------------------- Off the Grid, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ Coldwell Banker Kellie & Associate Real Estate, as real estate broker to the Debtor. Off the Grid requires Coldwell Banker to market and sell the Debtors' real property located at 7432 Exotic Gardens Drive Cambria, Cambria, CA 93428. Coldwell Banker will be paid a commission of 6% of the purchase price. Kellie Williams, owner of Coldwell Banker Kellie & Associate Real Estate, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Coldwell Banker can be reached at: Kellie Williams COLDWELL BANKER KELLIE & ASSOCIATE REAL ESTATE 702 Main St. Cambria, CA 93428 Tel: (805) 927-3834 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. OPERATION SIMULATION: Hires Scarborough & Fulton as Counsel ----------------------------------------------------------- Operation Simulation Associates, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Scarborough & Fulton, as counsel. Operation Simulation requires Scarborough & Fulton to: a. assist the Debtor in the preparation of its schedules, statement of affairs and the periodic financial reports required by the Bankruptcy Code, the Bankruptcy Rules and any other order of this Court; b. assist the Debtor in consultation and negotiation and all other dealings with creditors, equity, security holders and other parties in interest concerning the administration of the bankruptcy case; c. prepare pleadings, conduct investigations and make court appearances incidental to the administration of the Debtor's estate; d. advise the Debtor of its rights, duties and obligations under the Bankruptcy Code, Bankruptcy Rules, Local Rules and orders of the Bankruptcy Court; e. assist the Debtor in the development and formulation of a plan of reorganization including the preparation of a plan, disclosure statement and any other related documents for submission to this Court and to the Debtor's creditors, equity holders and other parties in interest; f. advise and assist the Debtor with respect to litigation related to the administration of Debtor's case; g. render corporate and other legal advise and perform all those legal services necessary and proper to the functioning of the Debtor during the pendency of this case; and h. take any and all necessary actions in the interest of the Debtor and its estate incident to the proper representation of the Debtor and the administration of this case. Scarborough & Fulton will be paid at these hourly rates: David J. Fulton, Attorney $395 Legal Assistants $125 On Oct. 19, 2018, Scarborough & Fulton received a retainer of $10,000, and filing fee of $1,717 paid by the Debtor. Scarborough & Fulton will also be reimbursed for reasonable out-of-pocket expenses incurred. David J. Fulton, partner of Scarborough & Fulton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and its estates. Scarborough & Fulton can be reached at: SCARBOROUGH & FULTON David J. Fulton, Esq. 620 Lindsay St. Ste 240 Chattanooga, TN 37403 Tel: (423) 648-1880 Fax: (423) 648-1881 E-mail: djf@sfglegal.com About Operation Simulation Associates Founded in 1983, Operation Simulation Associates provides software and services for the electric power industry with clients in the USA and worldwide. OSA is the developer of the PowrSym family of electric power system generation, transmission, and fuel supply models. Wabash Valley Wood Protection, Inc., is an Indiana corporation founded in 2017 for the purpose of purchasing and operating the Vincennes, Indiana pressure treating plant and distribution yard formerly operated as a division of Babb lumber Company. With the acquisition, Wabash is adding a new product line of UL fire rated lumber and plywood. Operation Simulation Associates, based in Ringgold, GA, and its affiliates sought Chapter 11 protection (Bankr. E.D. Tenn. Lead Case No. 18-14808) on Oct. 19, 2018. In the petitions signed by Roger A. Babb, president, Operation Simulation Associates estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities; Wabash Valley Wood Protection, Inc. estimated $1 million to $10 million in assets and liabilities. The Hon. Shelley D. Rucker presides over the case. David J. Fulton, Esq., at Scarborough & Fulton serves as bankruptcy counsel to the Debtors. ORION HEALTHCORP: Parmar Entities Seek Ch. 11 Trustee Appointment ----------------------------------------------------------------- Parmjit Singh Parmar and the entities owned and/or managed by Parmar ask the U.S. Bankruptcy Court for the Eastern District of New York to direct the appointment of a Chapter 11 trustee or an examiner for Orion Healthcorp, Constellation Healthcare Technologies, Inc., and its debtor affiliates. Parmar and the Parmar entities are shareholders and creditors of Constellation Healthcare Technologies, Inc. who suffered immense losses and damages of approximately $309 million. According to the Creditors, a trustee or examiner is sought to conduct an investigation of the Debtors, their Board of Directors, pre and post-petition management and Bankruptcy Court-appointed advisors for: (a) fraud, dishonesty, incompetence or gross mismanagement of the affairs of the Debtor by current management before and after the commencement of the Chapter 11 case, and; (b) the acts, conduct, assets, liabilities and financial condition of the Debtor, and the operation of the Debtors' business during the pendency of the Chapter 11 case. The Creditors are represented by: Charles E. Simpson, Esq. Jeffrey C. Hoffman, Esq. WINDELS MARX LANE & MITTENDORF, LLP 156 West 56th Street New York, NY 10019 Tel: (212) 237-1000 Email: csimpson@windelsmarx.com jhoffman@windelsmarx.com About Orion HealthCorp Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. On July 5, 2018, affiliate New York Network Management, L.L.C., followed parent Orion into bankruptcy to implement a deal to sell its assets for at least $16.5 million. OWENS & MINOR: Fitch Affirms B+ LT IDR, Outlook Negative -------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating of Owens & Minor, Inc.'s (OMI) at 'B+' with a Negative Outlook. The change in Rating Outlook to Negative reflects the heightened uncertainty surrounding the revenue growth within the company's core business, the integration risk related to recent acquisitions and significant increase in financial risk; however, these risks may be mitigated if OMI can successfully reinvigorate top-line growth and apply increasing levels of FCF to reduce debt. The rating action applies to approximately $1.7 billion of debt as of Sept. 30, 2018. KEY RATING DRIVERS Steady Market Share: Owens & Minor, Inc. (OMI) holds a strong share of the market for the distribution of medical-surgical (med-surg) products to U.S. acute-care providers. Fitch Ratings believes OMI's strategy, based on organic and acquisition growth, positions the company to grow modestly over the forecast period through 2021. OMI's core med-surg business is expected to experience weaker margins over the medium term compared with the past several years particularly in light of ongoing expansion initiatives among large integrated-care delivery networks (IDNs) in the U.S and the concentration of purchasing power among group purchasing organizations (GPOs). Competitive Environment: The med-surg supply distribution industry in the United States and Europe is highly competitive and characterized by pricing pressure, which accelerated in 2017 and continues to persist in early 2018 creating margin pressure. Fitch expects margin pressure to continue over the coming years. OMI competes with other national distributors (e.g. McKesson, Cardinal Health, and Medline, Inc.) and a number of regional and local distributors, as well as customer self-distribution models and, to a lesser extent, certain third-party logistics companies. OMI's success depends on its ability to compete on price, product availability, delivery times and ease of doing business while managing internal costs and expenses. Customer Concentration: OMI's 2017 10-K stated that its top-10 customers in the United States represented approximately 23% of its consolidated net revenue. In addition, in 2017, approximately 78% of its consolidated net revenue was from sales to member hospitals under contract with its largest GPOs: Vizient, Premier and HPG. As a result of this concentration, OMI could lose a significant amount of revenue due to the termination of a key customer or GPO relationship. For example, in April 2016, OMI announced the loss of its largest IDN customer, which had accounted for approximately $525 million of 2015 revenue. The termination of a relationship with a given GPO would not necessarily result in the loss of all of the member hospitals as customers, but the termination of a GPO relationship, or a significant individual healthcare provider customer relationship could adversely affect OMI's debt-servicing capabilities. Supplier Concentration: In 2017, OMI reported that sales of products of its 10 largest domestic suppliers accounted for approximately 54% of consolidated net revenue. In the domestic segment, sales of products supplied by Medtronic, Johnson & Johnson and Becton Dickinson accounted for approximately 11%, 9% and 9% of consolidated net revenue for 2017, respectively. OMI's ability to sustain adequate operating earnings has depended, and will continue to depend, on its ability to obtain favorable terms and incentives from suppliers, as well as suppliers' continuing use of third-party distributors to sell and deliver their products. Entering Home Health Distribution: Fitch views the home health segment that OMI has entered through the Byram acquisition as a logical extension of its relationship with existing supplier customers, and should benefit from more favorable tailwinds and customer concentration than in other post-acute settings. Nonetheless, this segment has limited overlap with OMI's business, and introduces new operational and financial risks. Acquisition of Halyard Health: The acquisition of the surgical and infection prevention business of Halyard Health offers OMI the opportunity to increase its scale and profitability by expanding the portfolio of products it can distribute through its existing markets and to open new channels. However, the acquisition materially raises the company's gross leverage and integration risk at a time when the company is also attempting to attain improved operational efficiencies of core businesses. Fitch has assumed that revenues of the S&IP business will grow at 2% over the medium term. Modest FCF Relative to Pro-Forma Debt: Fitch views the Halyard transaction as a shift in strategy to emphasize leveraged acquisitions in response to accelerating pricing pressure in the core business; as a result, Fitch believes OMI's credit profile carries significantly higher financial risk. If OMI can successfully integrate its recent acquisitions and stabilize the revenue and EBITDA margins in its core business, Fitch believes the rating outlook could return to stable. DERIVATION SUMMARY OMI's 'B+' IDR/RON reflects the company's recent significant increase in financial risk following the leveraged acquisitions of Byram Healthcare and the S&IP business of Halyard Health, as well as heightened competition and accelerating pricing pressure in its core business. These risks are somewhat offset by OMI's good competitive position as a leading healthcare distribution company and customer loyalty, albeit at low absolute margins. In the recent past, OMI has completed two acquisitions for approximately $1.1 billion -- (Byram Healthcare) for approximately $367 million and the Surgical and Infection Prevention business of Halyard Health, Inc. for approximately $710 million. The result is that OMI's leverage is expected to remain at or above 5.5x through year-end 2019. The material increase in financial risk, along with continued pressure on revenue and margins supports an IDR of 'B+'. OMI's smaller scale in an industry with high fixed costs, where scale influences leverage with suppliers and customers, and significantly higher leverage all lead Fitch to rate the company below AmerisourceBergen Corp. (A-/Stable), Cardinal Health, Inc. (BBB/Stable) and McKesson Corp. (BBB+/Stable). OMI competes with other regional and local distributors, as well as customer self-distribution models and, to a lesser extent, certain third-party logistics companies. In contrast with other larger distributors, Fitch considers OMI to be less diversified by customer, revenues and suppliers. Fitch believes there are strong operational and strategic linkages between the parent and its subsidiaries, allowing for the same IDRs at all entities. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Total revenues remain stable through 2021, which is driven principally by decline revenues in the core business offset by the contributions of Byram and Halyard.\; - Operating EBITDA margins increase to approximately 2.9% through 2021 consistent with the contributions from acquisitions as well as a lower base of revenues; - The Byram and Halyard acquisitions generate annualized revenue growth of approximately 2% with mid-single digit margins; - Fitch assumes OMI spends $55-$60 million on capex through the forecast period. Fitch has also assumed OMI pays common dividends at approximately $.30 per share and ceases share repurchase activity. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action Positive rating momentum is unlikely over the next couple of years because of the company's shift to growing through leveraged acquisitions and the expectation of a heightened competition. Fitch believes that OMI's debt/EBITDA may exceed 5x through 2019. If the addition of the Byram and Halyard acquisitions contribute to both revenue and EBITDA growth, along with stable growth in the core business resulting in debt/EBITDA approaching 4.5x, the Ratings Outlook could become Positive or an upgrade could be supported. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action A downgrade is possible if the OMI is unable to generate sufficient revenue and EBITDA growth to support its significantly higher debt load following the Byram and Halyard acquisitions. Fitch will monitor whether OMI can successfully integrate both acquisitions and reduce its debt load. Also, if consolidated EBITDA and cash generation have not improved sufficiently to offset the weakness in OMI's core business by year-end 2019, such that the debt/EBITDA approaches 5.5x, the rating could be downgraded. LIQUIDITY Adequate Liquidity: OMI has an adequate source of liquidity, which is principally comprised of a $600 million revolving credit facility. The company continues to experience weakness in its core business, which has significantly dampened its cash flow generation. This weakness is principally the result of customer churn and margin pressures, which are expected to create headwinds into 2019. Improvement in the core operations will be critical to OMI's continued compliance with the terms of its revolving credit facility. Laddered Maturities: The maturities of long-term debt are manageable with the revolving credit facility and Term A loans due in July 2022 and the Term B loans due in October 2025. The first significant maturity is the 3.875% bonds due 2021 for $275 million. Fitch expects the company to refinance most of the debt at maturity because FCF and cash are not expected to be sufficient to pay down debt. The company's decision to reduce its common stock dividend by approximately 70% is viewed positively and will provide additional funding to service debt. Rating Recovery The recovery analysis uses a liquidation approach due to the large amounts of receivables and inventory the company has on its balance sheet, which results in the total liquidation value available to creditors to be higher than the estimated EV on a going-concern basis. Fitch assumes advance rates on accounts receivable, inventory and net property and equipment of 75%, 50% and 50%, respectively. The general assumption is that cash on the balance sheet dissipates during or before a bankruptcy that would be replaced by other lending facilities. In addition, for purposes of the recovery analysis, Fitch assumes an orderly liquidation of assets and distribution of value according to priority of claims. Also, Fitch has assumed 10% for administrative claims. In the previous rating committee, Fitch employed a going-concern approach to the recovery analysis; however, third-quarter 2018 earnings indicated continued margin pressures on the core business and also slower than expected realization of operating efficiencies and synergies from the recent acquisitions. As a result, the proposed run-rate EBITDA is lower than at the time of the previous update. A 5x multiple was used for the going-concern approach. The ratios of forward enterprise values to EBITDA of drug and medical supply companies range from a high of 13.4 for Henry Schein (unrated by Fitch) to 8.1x for Cardinal Health (BBB/Sta) and OMI. Recent multiples paid for acquisitions include: ABC's acquisition of H.D. Smith for greater than 10x EBITDA and CAH's acquisition of Medtronic's Patient Monitoring and Recovery Group for greater than 10x EBITDA. A distressed value of OMI is unlikely to achieve a multiple approximating the company's high level EV during the past 12 months or close to its competitors, because of the headwinds affecting the core business and the added financial risk assumed with two leveraged acquisitions. The EV/EBITDA has been reduced to eliminate the value of the equity, which would be expected to decline to zero in a distressed scenario. Therefore a multiple in the range of 5x is considered reasonable and closer to multiples of post-petition bankruptcy cases for entities in the healthcare sector. The secured credit facility and senior notes are secured by the assets of the guarantors, which consist of substantially all wholly-owned domestic subsidiaries, and a pledge of 65% of the voting equity of foreign subsidiaries. The Credit Agreement and senior notes rank pari-passu on a senior secured basis and contain cross-default provisions, which could result in the acceleration of payments due in the event of default of either agreement. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Owens & Minor, Inc. -- Long-Term Issuer Default Rating (IDR) at 'B+'; -- Sr. secured notes at 'BB-'/'RR3'. Owens & Minor Distribution, Inc. Owens & Minor Medical, Inc. Barista Acquisition I, LLC Barista Acquisition II, LLC O&M Halyard, Inc -- Long-Term IDR at 'B+'; -- Sr. secured revolving credit facility at 'BB-'/'RR3'; -- Sr. secured term loan A-1 at 'BB-'/'RR3'; -- Sr. secured term loan A-2 at 'BB-'/'RR3'; -- Sr. secured term loan B at 'BB-'/'RR3'. The Rating Outlook has been revised to Negative from Stable. OZARK TIMBERLANDS: Seeks to Hire Caddell Reynolds as Attorney ------------------------------------------------------------- Ozark Timberlands, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Caddell Reynolds Law Firm, as attorney to the Debtor. Ozark Timberlands requires Caddell Reynolds to: a) give the Debtor legal advice with respect to their powers and duties as Debtor in Possession of their business and management of their property; b) prepare on behalf of the Debtor, as Debtor in Possession, a Petition, Schedules, Statement of Financial Affairs, any necessary deficient schedules and other documents, applications, answers, orders, reports, complaints, motions, etc., file such required documents, and to appear before the Bankruptcy Court and any other court in reference thereto; and c) perform all other legal services for Debtor in Possession that may be necessary to effectuate a reorganization of the Debtor's financial affairs. Caddell Reynolds will be paid at these hourly rates: Attorneys $300 Associates $175 Paralegals $75 to $100 Caddell Reynolds will be paid a retainer in the amount of $6,000, and $1,717 filing fee. Caddell Reynolds will also be reimbursed for reasonable out-of-pocket expenses incurred. Oswald C. "Rusty" Sparks, partner of Caddell Reynolds Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its states. Caddell Reynolds can be reached at: Oswald C. "Rusty" Sparks, Esq. CADDELL REYNOLDS LAW FIRM 5515 JFK Blvd. N. Little Rock, AR 72116 Tel: (501) 214-0814 Fax: (501) 222-8824 E-mail: rsparks@justicetoday.com About Ozark Timberlands Ozark Timberlands, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 18-15493) on Oct. 10, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Oswald C. "Rusty" Sparks, Esq. of Caddell Reynolds Law Firm. PACKETTEL NETWORKS: Must File Plan, Disclosures Before Jan. 10 -------------------------------------------------------------- Bankruptcy Judge Michael G. Williamson ordered PacketTel Networks, Inc. to file a plan and disclosure statement on or before Jan. 10, 2018. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court shall issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7. About PacketTel Networks Based in Saint Petersburg, Florida, PacketTel Networks, Inc., filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07774) on September 13, 2018, listing under $1 million in assets and liabilities. Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., serves as the Debtor as counsel. PARADIGM DEVELOPMENT: Seeks Permission to Use Cash Collateral ------------------------------------------------------------- Paradigm Development, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to permit it to use cash collateral to meet its daily operating expenses. Specifically, the Debtor intends to use cash on hand and revenues from retail operations, which may constitute cash collateral subject to the lien of SD Covington, LLC. The Debtor submits that it must continue to use cash collateral in connection with its operations as it continue to incur expenses which include, but are not limited to, maintenance, property management, utilities, taxes, insurance, fees and other operational and capital costs. The Debtor prepares a budget which provides total expenses of approximately $3,314 for the month of November 2018. The Debtor believes that SD Covington may assert a security interest in the revenues of the Debtor derived from its rental income based on its assignment of the Notes and Security Deeds from United Community Bank. The Debtor contests that SD Covington has a valid security interest in cash and accounts. However, out of an abundance of caution the Debtor seeks immediate interim authorization for use of cash collateral (to the extent cash collateral exists). The Debtor does not presently take a position as to the validity, priority, enforceability, and/or extent of any lien of SD Covington and thus, reserves any and all rights with respect thereto As for adequate protection for the use of cash collateral, the Debtor offers a post-petition replacement lien to SD Covington on cash: (a) to the extent of cash collateral actually expended; (b) on the same assets and in the same order of priority as currently exists; and (c) with Debtor's full reservation of rights with respect to the issues on validity, priority, and enforceability of SD Covington's lien. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb18-66580-28.pdf About Paradigm Development Paradigm Development, LLC, is a privately held company in the commercial land subdivision business. Its principal assets are located at 60 Chamisa Road Covington, GA 30016. Paradigm Development, based in Oxford, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-66580) on Oct. 1, 2018. In the petition signed by Milton Hancock, managing member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Scott B. Riddle, Esq., at the Law Office of Scott B. Riddle, serves as bankruptcy counsel. PARKER BUILDING: Unsecureds to be Paid in Full at 10% Per Annum --------------------------------------------------------------- The Parker Building, LLC, submits a disclosure statement in connection with its plan of reorganization dated Oct. 30, 2018. The Debtor was formed in 2008 and the only member of the Debtor is Marc Parker. The Debtor's sole asset is the Real Property, a mixed-use commercial building located at 140 S. Lindon Lane, Tempe, AZ 85251. The primary tenant of the Real Property is Parker Foods, LLC, which is a wholesale food supplier that is also owned by Marc Parker. The Debtor also has two other tenants that pay rent to the Debtor for segregated office space within the Real Property. Holders of Class 4 General Unsecured claims will each receive payment in full of their Allowed Claims, with interest at the rate of 10% per annum, in two equal installments. The first installment of 50% of principal and all accrued interest will be paid within 10 days of the Effective Date. The second installment of all remaining principal and interest will be paid on that date that is 60 days after the Effective Date. The Parker Foods Lease is for a term of ten years with three subsequent five-year renewal options. The rent generated by the Parker Foods Lease is sufficient to pay all costs associated with the Real Property, including property taxes, and all Secured Claims as they come due under this Plan. The WaFed Secured Claims will come due and payable in full 60 months from the Effective Date, at which time the Debtor will either refinance the obligations or sell the Real Property. The Debtor also prepared a pro forma financial statement regarding Parker Foods which demonstrates Parker Foods' ability to make the periodic payments under the Plan. Portions of the Real Property are rented out to other tenants. This monthly income will add additional Cash to the Reorganized Debtor's monthly cash income and will be used to fund the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/azb2-18-08370-34.pdf About The Parker Building, LLC The Parker Building, LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Parker Building, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. AZ. Case No. 18-08370) on July 16, 2018. In the petition signed by Marc Parker, managing member, the Debtor disclosed between $1 million to $10 million in assets and $1 million to $10 million in liabilities. Edwin B. Stanley, Esq. at Simbro & Stanley, PLC serves as the Debtors' counsel. PGHC HOLDINGS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Nine affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- PGHC Holdings, Inc. (Lead Case) 18-12537 600 Providence Highway Dedham, MA 02026 Papa Gino's Holdings Corp. 18-12538 Papa Gino's Inc. 18-12539 Papa Gino's Franchising Corp. 18-12540 Papa Gino's/D'Angelo Card Services, Inc. 18-12541 D'Angelo's Sandwich Shops, Inc. 18-12542 Progressive Food, Inc. 18-12543 D'Angelo Franchising Corporation 18-12544 Delops, Inc. 18-12545 Business Description: PGHC Holdings, Inc. and its subsidiaries are owner-operators of quick-service restaurants in New England under the Papa Gino's and D'Angelo Grilled Sandwiches brands. Founded in 1961, Papa Gino's is a local quick-service restaurant pizza chain serving handmade artisan pizzas. D'Angelo Grilled Sandwiches offers made-to-order grilled and deli sandwiches, wraps and other freshly-prepared dishes. As of the Petition Date, the Debtors own and operate 141 restaurants and franchise and license 37 restaurant locations. http://www.papaginos.com/ http://www.dangelos.com/ Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' Bankruptcy Counsel: Derek C. Abbott, Esq. Matthew B. Harvey, Esq. ric W. Moats, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: dabbott@mnat.com mharvey@mnat.com emoats@mnat.com Debtors' Investment Banker: NORTH POINT ADVISORS, LLC 580 California St., Suite 2000 San Francisco, CA 94104 Tel: (415) 358-3500 Debtors' Financial Advisor: Barak Tulin Debbie Hill CR3 PARTNERS, LLC 450 Lexington Avenue, 4th Floor New York, NY 10017 Tel: (800) 728-7176 Email: barak.tulin@cr3partners.com debbie.hill@cr3partners.com Debtors' Real Estate and Lease Consulting Advisor: HILCO REAL ESTATE, LLC Debtors' Claims, Noticing & Solicitation Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/#/case/PGP/info PGHC Holdings' Estimated Assets: $0 to $50,000 PGHC Holdings' Estimated Liabilities: $50 million to $100 million The petition was signed by Corey D. Wendland, chief financial officer. A full-text copy of PGHC Holdings' petition is available for free at: http://bankrupt.com/misc/deb18-12537.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hartford Life Ins. Co. Unsecured $27,897,704 55 Farmington Ave Mezzanine Debt 11th Floor Hartford, CT 06144-1744 Contact: Douglas Fiske, Helder Pereira Tel: 860-297-6966; 860-297-6342 Fax: 860-297-8892 Email: douglas.fiske@himco.com helder.pereira@himco.com Douglas R. Gooding Choate Hall & Stewart LLP Tel: 617-248-5277 Fax: 617-248-4000 Email: dgooding@choate.com Brookside Mezzanine Fund Unsecured $11,956,159 201 Tresser Boulevard Suite 330 Mezzanine Debt Stamford, CT 06901 Contact: David D. Buttolph Tel: 203-595-4530 Email: info@brooksidemp.com; dbuttolph@brooksidemp.com Douglas R. Gooding Choate Hall & Stewart LLP Tel: 617-248-5277 Fax: 617-248-4000 Email: dgooding@choate.com Sysco Boston, LLC Trade $5,533,535 99 Spring St. Plympton, MA 02367 Contact: Chuck Fraser Tel: 781-422-2300 Email: cfraser@boston.sysco.com Frank R. White Arnall Golden Gregory LLP Tel: 404-873-8744 Fax: 404-873-8745 Email: frank.white@agg.com McDonalds Corporation Rent $494,410 Director, US Legal Dept #091 One McDonalds Plaza Oak Brook, IL 60523 Tel: 630-623-2085; 630-623-4293 Medford Wellington Service Maintenance $297,808 Co., Inc. 9 Executive Park Drive Suite 100 North Billerica, MA 01862 Cotact: Dale Niemi, Billing Manager Tel: 781-396-0290; 781-396-5279 Email: dalen@medfordwellington.com Pepsi-Cola Company Trade $210,684 Division Counsel 700 Anderson Hill RD Purchase, NY 10577 Contact: Mike Bevilacqua Tel: 336-896-5577 Fax: 914-253-2070 Email: mike.bevilacqua@pepsico.com Crunchtime Information Systems, Inc. Trade $138,912 129 Portland St 2nd Floor Boston, MA 02114 Contact: David Daughtery Tel: 617-567-5228 Fax: 857-202-3001 Morgan, Lewis & Bockius LLP Legal $78,302 Counselors at Law 1701 Market St. Philadelphia, PA 19103-2921 Contact: Timothy Levin Tel: 215-963-5000 Fax: 215-963-5001 Email: timothy.levin@morganlewis.com Dana-Farber Cancer Institute, Inc. Miscellaneous $76,048 (Jimmy Fund) c/o Katie Brown 10 Brookline Place West, 6th Flr. Brookline, MA 02445-7226 Contact: Katie Brown Tel: 617-582-9675 Email: Katie_Brown@dfci.harvard.edu Dedham Marketplace, LLC Rent $62,121 69 Great Road Acton, MA 01720 Contact: Jennifer Laferriere Tel: 978-263-2989 X5 Fax: 978-263-0403 Email: jllaffiere@hotmail.com Ardent Mills LLC Trade $56,699 1875 Lawrence Street Denver, CO 80202 Contact: John S. Spiliakos Tel: 316-292-2200 Email: jsspiliakos@marathon-associates.com BJC Real Estate Partnership Rent $55,243 323 Manley St. W. Bridgewater, MA 02379 Contact: Janice Lombardi Tel: 508-586-8456 X203 Fax: 508-580-0644 Email: jlombardi@dangeloinc.com Elge Plumbing & Heating Inc. Maintenance $55,057 43 Summer St Somerville, MA 02143 Elge Plumbing & Heating Inc. 12 Wilmington Road P.O. Box 1070 Burlington, MA 01803 Contact: David Jiannuzi, Kerry Mason Tel: 617-782-4300; 781-272-4300 Fax: 617-623-3782 Email: dave@eldgeplumbing.com dianuzzi@elgeplumbing.com kmason@elgeplumbing.com Valassis Communications Inc. Marketing $52,807 90469 Collection Center Drive Chicago, IL 60693 Contact: Cynthia Rose Tel: 860-602-3645 Email: cxrose@valassis.com Republic Services Trade $49,975 DBA Republic Services National Accounts 18500 N Allied Way Phoenix, AZ 85054 Contact: Alina Bencik Tel: 480-627-7141 Email: abencik@republicservices.com BRIDG, Inc. Trade $44,400 11388 West Olympic Blvd. Los Angeles, CA 90064 Contact: Amit Jain Tel: 855-455-5522 Email: hello@bridg.com United East Trade $44,278 Foodservice Supply Co. 505 Collins St. Attleboro, MA 02703 Contact: Tonya Curran Tel: 508-399-2230 Email: tcurran@trimarkusa.com Superdigital LLC Marketing $39,500 971 Commonwealth Ave, Ste 32 Boston, MA 02215 Contact: c/o Grace Moshfegh Tel: 617-219-9207 Email: grace@superdigital.com 1907 LLC Rent $39,470 33 Commercial Street Gloucester, MA 01930 Contact: Mac Bell Tel: 978-281-6063 Email: bookkeeper@glosta.com; mac@glosta.com Nixon Peabody LLP Legal $37,415 Attorneys at Law 55 West 46th Street New York, NY 10036-4120 Contact: Joseph J. Lynch, Office Mgr Partner Tel: 212-940-3000 Fax: 212-940-3111 Email: jjlynch@nixonpeabody.com Pepsi-Cola Bottling Co. of Trade $34,620 Worcester Inc. 90 Industrial Drive Holden, MA 01520 Contact: Robert Rauh, President Tel: 508-829-6551 Quad/Graphics, Inc. Marketing $33,432 N61 W 23044 Harrys Way Sussex, WI 53089 Contact: Joel Quadracci, Chairman Tel: 888-782-3226 Email: qgraphics@qg.com D'Angelo Inc. Rent $33,240 c/o BJC Real Estate Partnership 323 Manley Street, P.O. Box 519 W. Bridgewater, MA 02379 Contact: Janice Lombardi Tel: 508-586-8456 X203 Fax: 508-580-0644 Email: jlombardi@dangeloinc.com NUCO2 Inc. Trade $32,757 2800 SE Market Place Stuart, FL 34997 Contact: Julia Hayes Tel: 800-472-2855 Fax: 772-781-3500 Email: jhayes2@nuco2.com Green Electric Inc. Maintenance $31,565 10 Draper Street Unit 17 Woburn, MA 01801 Contact: James Green, President Tel: 617-591-8397 Fax: 781-460-2188 Email: info@greenelectricinc.com Valley Service Inc. Maintenance $30,020 687 Lowell St. Unit 7 Methuen, MA 01844 Contact: Frank Dowd Tel: 978-794-9424 Fax: 978-794-1116 Email: valleyserviceinc.@yahoo.com casey@valleyserviceinc.com Engie Resources LLC Utility $29,336 1990 Post Oak Blvd Ste 1900 Houston, TX 77056 Contact: Ray Cunningham, VP & General Counsel Tel: 888-232-6206 Fax: 713-636-1601 Email: Ray.cunningham@engie.com H-I-M Mechanical Systems, Inc. Maintenance $27,606 90 First Street Bridgewater, MA 02324 Contact: Matt Michell, General Mgr Tel: 508-697-5000 Fax: 508-697-5812 Email: mat@him-mechanical.com Indeed, Inc. Trade $26,890 177 Broad St 6th FL Stamford, CA 06901 Contact: Jason Whitman, VP Tel: 203-328-2691 Email: jason@indeed.com Hilton Service Miscellaneous $25,938 P.O. Box 335 South Weymouth, MA 02190 Contact: Leonard W. Malloch Tel: 617-847-3810 POINT.360: Wants OK of Austin Financial, AFCO Financing Pacts ------------------------------------------------------------- Point.360 asks the U.S. Bankruptcy Court for the Central District of California to approve the first amendment to Austin Financial Services, Inc., postpetition financing agreement and the AFCO Insurance Premium Financing Agreement. The Austin DIP Amendment merely extends the DIP court order for six months on the same terms as previously approved by the Court. Since the earlier DIP facility provided adequate protection to creditor interests, the DIP Amendment continues adequate protection. The AFCO Finance Agreement only impacts the very insurance policies for which the financing is sought and does not otherwise impair creditor interests. The Austin DIP Amendment The Debtor requests approval of the Austin DIP Amendment which provides for an extension of the existing DIP financing facility for six months beyond the current Oct. 31, 2018 expiration thereof. The Court originally entered its court order on motion for entry of orders (1) approving post-petition financing and related liens and adequate protection; (2) approving cash collateral use and related liens and adequate protection, and (3) granting related relief on Dec. 22, 2017. The Debtor has operated successfully under the DIP court order and requires the DIP amendment due to the expiration of the current facility on Oct. 31, 2018. The Debtor must continue to have availability under its DIP facility in order to operate. The DIP Amendment extends the maturity of the DIP facility from Oct. 31, 2018, to April 30, 2019. The DIP Amendment further increases the Collateral Management Fee from .65% to .75%. The DIP Amendment requires a 1.5% commitment fee. The Debtor negotiates these terms with Austin and believes that the DIP Amendment represents the most favorable terms possible to extend the DIP court order to April 30, 2019. The Debtor cannot obtain such financing on more favorable terms. Based on the foregoing, Debtor requests approval of the DIP Amendment. The AFCO Finance Agreement In the ordinary course of the Debtor's business, the Debtor must maintain various insurance policies as set forth in the "Schedule of Policies" on the Premium Finance Agreement. The policies will bear total premiums of $ 290,430.80, which total sum the Debtor cannot pay at this time. The policies are extremely valuable policies and it is essential to maintain them in the interest of the preservation of the property, assets and business of the Debtor. The policies cannot presently be obtained for the Debtor unless the premiums are financed. The Debtor has been unable to locate any source of unsecured premium financing. The premiums for the policies are to be financed through AFCO which requires the Debtor to enter into a Premium Finance Agreement that includes a Security Agreement which grants AFCO a secured interest in the gross unearned premiums which would be payable in the event of cancellation of the insurance policies and which further authorizes AFCO to cancel the financed insurance policies and obtain the return of any unearned premiums in the event of a default in the payment of any installment due. In view of the importance of maintaining insurance coverage with respect to business activities and the preserving of the Debtor's cash flow and estate by financing the insurance premiums, the Debtor believes that it would be in the best interests of the Debtor's estate and creditors to induce AFCO to enter into Premium Finance Agreement. A copy of the Debtor's request is available at: http://bankrupt.com/misc/cacb17-22432-392.pdf About Point.360 Point.360 (PTSX) -- http://www.point360.com/and http://www.mvf.com/-- is an integrated media management services company providing film, video and audio post-production, archival, duplication and data distribution services to motion picture studios, television networks, independent production companies and multinational companies. The Company provides the services necessary to edit, master, reformat and archive its clients' audio, video, and film content, which include television programming, feature films, and movie trailers. On July 8, 2015, Point.360 acquired the assets of Modern VideoFilm to expand the Company's service offering. The Company also rents and sells DVDs and video games directly to consumers through its Movie>Q retail stores. The Company is headquartered in Los Angeles, California. Point.360 filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22432) on Oct. 10, 2017. In the petition signed by Haig S. Bagerdjian, the Company's Chairman, President and CEO, the Debtor disclosed total assets of $11.14 million and total debt of $14.77 million as of March 31, 2017. The Hon. Julia W. Brand is the case judge. The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and TroyGould PC, as transactional counsel. No trustee has been appointed, and the Company will continue to operate its business as "debtor in possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. POINTCLEAR SOLUTIONS: Taps Maples Law as Bankruptcy Counsel ----------------------------------------------------------- PointClear Solutions, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama (Decatur) to hire Maples Law Firm, P.C., as its attorney. Services required of Maple Law are: a. prepare pleadings and applications and conducting examinations incidental to any related proceedings or to the administration of the Debtor's case; b. develop the relationship of the status of the Debtor to the claims of creditors in the case; c. advise the Debtor of its rights, duties, and obligations as Debtor operating under Chapter 11 of the Bankruptcy Code; d. take any and all other necessary action incident to the proper preservation and administration of the Chapter 11 case; and e. advise and assist the Debtor in the formation and preservation of a plan pursuant to Chapter 11 of the Bankruptcy Code. Maple Law's standard hourly rates are: Partner $360 Associates $205 to $215 Paralegals $55 to $130 Stuart M. Maples, member of the firm of Maples Law Firm, P.C., attests that his firm is a disinterested person in the case and no member represents or holds any interest adverse to the estate in the matters upon which the firm is to be engaged. The Firm can be reached at: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 Email: smaples@mapleslawfirmpc.com About PointClear Solutions PointClear Solutions, Inc., is a healthcare software development company based in Huntsville, Alabama. PointClear Solutions filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case no. 18-83286) on Nov. 2, 2018. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Clifton R. Jessup Jr. preside over the case. Stuart M. Maples, at Maples Law Firm, PC, is the Debtor's counsel. PROHCM HOLDINGS: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------ ProHCM Holdings, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use of cash collateral to fund necessary operating expenses of its business in accordance with the Budget. Specifically, the Debtor requests that the Court approve its use of cash collateral pursuant to the terms of the Budget, and further authorize the Debtor to (a) exceed any line item on the Budget by an amount equal to 10% of each such line item; or (b) to exceed any line item by more than 10% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the total Budget. The 45-Day Operating Budget provides total expenses of $78,307. Based on the Budget, the Debtor believes it will operate cash flow negative. However, in conjunction with this motion, the Debtor is filing a motion to obtain DIP financing in order to pay this operational shortfall. The Debtor anticipates that 250 Mechanics, LLC and Mountain Meadows Foundation, Inc. ("MMF"), or their assigned will assert claims in this case for approximately $247,500 and $290,500, respectively, or in an aggregate amount of $538,000, secured by, inter alia, accounts receivable and bank accounts. The Debtor reserves the right to challenge the validity, priority and extent of the Secured Creditors' claims. Among other things, the Secured Creditors' alleged lien may be subject to avoidance as a preference under Section 547 of the Bankruptcy Code. The Debtor further notes that 250 Mechanics and MMF are insiders. The adequate protection provided to the Secured Creditors include: (a) the Debtor's anticipated access to DIP financing, and (b) replacement liens against the property of the Debtor for any use of cash collateral, with such liens having the same seniority and entitled to the same level of priority as the priority of Secured Creditors’ liens against the Debtor's property that existed prior to the petition date A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb18-23156-8.pdf About Centro Group and ProHCM Centro Group, LLC is a full service, wholesale group benefits, human capital, and technology service consulting firm committed to positioning their clients for future growth. It is headquartered in Miami, Florida with additional offices in the Boston and St. Louis areas. Centro Group, LLC and ProHCM Holdings, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-23155 and 18-23156) on Oct. 23, 2018. In the petitions signed by CEO Joseph Markland, Centro Group estimated assets of less than $50,000 and liabilities of $1 million to $10 million. ProHCM disclosed $4,284,714 in assets and $4,238,898 in liabilities. Judge Jay A. Cristol presides over the cases. The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal counsel. RANDAL D. HAWORTH: PCO Files 2nd Interim Report ----------------------------------------------- Elliot M. Hirsch, M.D., the duly appointed successor Patient Care Ombudsman (PCO) for Randal Haworth, M.D., Inc., filed a second interim report for the period of July 31, 2018 through September 11, 2018. The PCO had conducted an initial visit originally and on September 11, 2018, the PCO conducted a second surprise visit to the office and surgical center. During the visit the PCO observed staff/patient interactions, reviewed various medical charts and again conducted a tour of the facilities (the office and surgical center). Dr. Haworth was conducting a procedure on a patient at the time of the visit. At the surgical center there was Doreen, the director of nursing, the anesthesiologist and a scrub technician. The PCO met with the director of nursing. In the main office there were two full time assistants and one temporary assistant available in the front for follow appointments. The staff was very friendly and forthcoming with the information asked as to the patient care. The PCO recommends considering reporting the HIPPA violation to the United States Department of Health and Human Services. The PCO recommends that Dr. Haworth take further precaution to assure that the employees and other personnel in his office are not providing any patient personal information to third parties. The PCO further recommends to make available for review the sterilization log that was misplaced. A full-text copy of the PCO's Second Interim Report from PacerMonitor.com is available at https://tinyurl.com/yatdffw9 at no charge. About Randal D. Haworth Randal D. Haworth M.D. Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-16306) on May 31, 2018, estimating less than $1 million in assets and liabilities. The Debtor tapped Havkin & Shrago, Attorneys At Law, as counsel. Elliot M. Hirsch was appointed as patient care ombudsman in the Debtor's case. On Aug. 9, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Buchalter is the Committee's legal counsel. REGDALIN PROPERTIES: U.S. Trustee Names R. T. Neilson as Trustee ---------------------------------------------------------------- The Bankruptcy Court has granted Peter C. Anderson, the United States Trustee's motion to appoint R. Todd Neilson as Chapter 11 Trustee for Regdalin Properties, LLC. The U.S.T. has appointed R. Neilson as Trustee on November 1, 2018. Daniel McCarthy as Counsel for the Debtor, David S. Kuptez as Counsel for the Creditor SBK Holdings USA, Inc., and Jacqueline L. James as Counsel for Creditor Bank of the West were consulted regarding the appointment of the trustee. Based on a Verified Statement, R. Todd Neilson, the managing director at Berkely Research Group, attested that he is a "disinterested and qualified" person to serve as Chapter 11 trustee. 999 Private Jet and Regdalin Properties are affiliated entities owned and controlled by Edgar Sargsyan ("Sargsyan"), the former President of and lawyer for SBK. Sargsyan, individually, 999 Private Jet, Regdalin Properties, and others, are currently embroiled as defendants in a number of pre-petition lawsuits filed by SBK, stemming from actions taken by Sargsyan while Sargsyan was an officer of, and counsel to, SBK. The allegations against Sargsyan include, inter alia, dishonesty, conversion, and fraud, and more specifically, the embezzlement of more than $23,000,000 from SBK, the conversion of a 1997 Gulfstream Jet valued at approximately $4,000,000, and its subsequent improper transfer to 999 Private Jet, and the acquisition of more than 17 real properties totaling more than $22,000,000, purchased with SBK's funds, and fraudulently titled in Sargsyan's name and in the names of his various companies, including Regdalin Properties. Creditor SBK Holdings USA, Inc., sought the appointment of a Chapter 11 trustee, saying the trustee is necessary on the basis of Sargsyan's fraud and dishonesty, in order to protect creditors, prevent the dissipation of and/or improper transfer of assets during the pendency of these cases and, as may be necessary, to unravel the sordid mess of financial transactions and fraudulent actions taken by Sargsyan and the entities he controls, including the Debtor. Todd Neilson can be reached at: R. Todd Neilson BERKELEY RESEARCH GROUP 2029 Century Park East, Suite 1250 Los Angeles, CA 90067 Email: TNeilson@thinkbrg.com Attorneys for SBK: David S. Kupetz, Esq. Claire K. Wu, Esq. SulmeyerKupetz A Professional Corporation 333 South Hope Street, Thirty-Fifth Floor Los Angeles, CA 90071-1406 Tel: (213) 626-2311 Email: dkupetz@sulmeyerlaw.com ckwu@sulmeyerlaw.com -- and -- Mark J. Geragos, Esq. GERAGOS & GERAGOS, A.P.C 644 South Figueroa Street Los Angeles, CA 90017 Tel: (213) 625-3900 Email: mark@geragos.com About Regdalin Properties, LLC Regdalin Properties, LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20868) on September 17, 2018, and is represented by Henrik Mosesi, Esq., in Glendale, California. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated liabilities. The petition was signed by Edgar Sargysyan, managing member. RESOLUTE ENERGY: Reports $14.3 Million Net Loss for Third Quarter ----------------------------------------------------------------- Resolute Energy Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $14.30 million on $106.74 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $14.60 million on $79.37 million of total revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $30.89 million on $254.84 million of total revenue compared to net income of $99,000 on $214.22 million of total revenue for the same period during the prior year. As of Sept. 30, 2018, the Company had $897.79 million in total assets, $992.63 million in total liabilities and a total stockholders' deficit of $94.84 million. During the quarter ended Sept. 30, 2018, Resolute incurred oil and gas related capital expenditures of approximately $106.2 million. Third quarter capital investment included $95.4 million of drilling, completion and well facility expenditures and approximately $3.0 million spent on field facilities and During the first nine months of 2018, Resolute incurred oil and gas related capital expenditures of approximately $326.0 million. Capital investment for 2018 included $287.7 million of drilling, completion and well facility expenditures and $15.1 million spent on field facilities and infrastructure. Outstanding indebtedness of $710 million at Sept. 30, 2018, consisted of $110 million in revolving credit facility debt and $600 million of senior notes, compared to total indebtedness of $555 million at Dec. 31, 2017, an increase of $155 million. Pursuant to the fall borrowing base redetermination, the borrowing base was increased by $100 million to $310 million, effective Sept. 14, 2018. Rick Betz, Resolute's chief executive officer, said: "As noted in our third quarter operations update, the Company continues to make significant progress on our 2018 development program. We remain focused on executing on our high rate of return projects which in the third quarter delivered significant growth in oil production, aggregate cash flow and cash flow per debt adjusted share, the last measure being an important indicator of stockholder value. Our third quarter performance has positioned the Company for a strong finish to 2018 and for solid advancement in 2019. We expect that our 2019 plan will deliver meaningful growth in both production and debt adjusted cash flow per share while spending within cash flow and further delevering our balance sheet. We remain committed to delivering on the full potential of our assets while maintaining financial discipline. "Resolute recently received letters from certain stockholders urging the Board to, among other things, actively pursue the sale or merger of the Company. Resolute's senior management team has held many discussions over the past year with these and other stockholders to understand their respective views. The Board and management team of Resolute are appreciative of communications with all stockholders, consider all input to advance the Company's goal of enhancing stockholder value and are open-minded to any ideas and alternatives for enhancing stockholder value. Resolute's Board, with the support of its financial advisors Petrie Partners and Goldman Sachs, is continuing its in-depth review of the Company's competitive positioning while actively exploring all alternatives available to the Company, including potential strategic combinations, that will advance the Board's goal of enhancing stockholder value." Operations update Aggregate third quarter 2018 production averaged 34,752 barrels of oil equivalent ("Boe") per day, an increase of 45 percent from the second quarter. Third quarter 2018 oil production averaged 15,738 barrels of oil per day, an increase of 47 percent over second quarter 2018. Year over year, third quarter Boe production increased 54 percent and oil production increased 40 percent, both pro forma for the divestiture of the Aneth Field assets. Growth in production is being driven by the Company's successful ongoing development program. During the quarter, the Company spud six wells, reached total depth on thirteen wells and placed eighteen wells on production (including three non-operated wells). First Sandlot well pack. Since the October 11 operations update the first Sandlot well pack, placed online in mid-July, has established a 60-day peak rate. South Mitre well pack. The South Mitre well pack, consisting of three wells drilled to each of the UWCA and UWCB, was placed online in late September. These six wells continue to flow back and have not yet established a 24-hour peak rate. One month into their flowback, the wells are producing more than 9,100 Boe per day (60% cumulative oil), in aggregate as of the date of this release. Second Sandlot well pack. The second Sandlot well pack, consisting of three wells drilled to each of the UWCA, LWCA and UWCB, is currently being completed with average completed lateral length expected to be approximately 6,300 feet. This was the first well pack drilled using modified vertical spacing. The Company expects that this nine-pack will be online in November. Fourth quarter drilling and completions activity. The Company's two remaining drilling rigs are currently drilling four Lower Wolfcamp wells in Mustang. The Company plans to bring two of the Lower Wolfcamp wells online in December and carry the remaining two wells into 2019 as DUCs. Subsequent to completing drilling operations on the Lower Wolfcamp wells, the Company expects to spud the third and final Sandlot well pack in December. These wells will be drilling over year end and will be completed early in first quarter 2019. Financial Highlights Third quarter 2018 net loss was $14.3 million compared to the second quarter net loss of $3.7 million, due in large part to the effect of non-cash mark-to-market derivative losses. Third quarter 2018 adjusted EBITDA (a non-GAAP measure as defined and reconciled below) was $67.7 million, more than double second quarter 2018 adjusted EBITDA of $33.7 million and up 58 percent from the prior year quarter. This significant increase in adjusted EBITDA was driven by stronger production volumes, as well as lower unit operating and overhead costs. During the quarter the Company continued to reduce the cash costs of producing a unit of oil, gas and NGL. Lease operating expense ("LOE") was $18.8 million in aggregate, or $5.87 per Boe in third quarter 2018. The per-unit measure represented a 39 percent reduction from the prior year period and a sixteen percent reduction sequentially. GAAP-based general and administrative expense as shown on the Company's statement of operations decreased in third quarter 2018 to $10.2 million from $15.9 million in second quarter 2018. Included in this GAAP-based number for the third quarter is non-cash stock-based compensation expense of $3.6 million, down 21 percent from $4.5 million in second quarter 2018. Second quarter 2018 also included $3.1 million of costs associated with stockholder activism. Management believes that cash-based G&A is a more accurate reflection of the costs of managing our business. That measure was $6.5 million for third quarter 2018 compared to $8.3 million for the second quarter 2018. On a per-unit basis, cash-based G&A expense decreased to $2.04 per Boe in the third quarter 2018 from $3.79 per Boe in second quarter 2018. The sequential per-unit gains in both LOE and cash-based G&A resulted from the rapid growth of Resolute's Delaware Basin production. The year over year per-unit gains reflect that same trend, and also recognize the sale of the higher-cost Aneth Field assets. The Company believes that the unit operating costs seen this quarter are representative of costs that it will see going forward, and it expects cash-based G&A expense for the year to be within its previously announced guidance range. Realized oil pricing for third quarter 2018 was $55.73 per Bbl, a decrease of seven percent from second quarter 2018, driven primarily by weaker Midland benchmark pricing. Realized NGL pricing was $20.32 per Boe for third quarter 2018, an increase of 28 percent from second quarter 2018. Realized gas pricing for third quarter 2018 was $1.67 per MMBtu, an eleven percent increase from second quarter 2018, driven by higher benchmark pricing. Capital investment for the third quarter was $106.2 million, excluding acquisition, divestitures and capitalized interest. Third quarter capital investment included $95.4 million of drilling, completion and well facility expenditures and $3.0 million spent on facilities and infrastructure. Through September 30, estimates indicate that the Company incurred aggregate drilling and completion costs substantially in line with expectations. The Company expects total 2018 capital outlays to be within previously announced guidance. A full-text copy of the Form 10-Q is available for free at: https://is.gd/sDg9s7 About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of June 30, 2018, Resolute Energy had $826.6 million in total assets, $909.40 million in total liabilities, and a total stockholders' deficit of $82.77 million. RIVER HACIENDA: Unsecured Creditors Vote to Accept Plan ------------------------------------------------------- Creditors River Road Properties, LLC; Carroll Properties, LLC; Villas at Hacienda Del Sol Condominium Association, Inc.; Foothills Legacy, LLC; Maxwell Real Estate Holdings, L.L.C.; JJ 2498, LLC; and Gambel's Oak, LLC, submitted their amended report of ballots on the Creditors Plan of Reorganization dated June 18, 2018. Pursuant to Local Rule 3018-1, the Court is advised that one ballot was received after the September 14, 2018 deadline. This is pursuant to the Stipulation filed with the Court on November 5, 2018. The Proponents intend to proceed with confirmation under Bankruptcy Code Section 1129(b). According to the report: Class 1 - Priority Claims. There are no priority claims and no ballots were received. Class 2 - Secured Tax Claims. No tax claims were scheduled and no proofs of claim were filed, hence no ballots were received. Class 3 - Secured Claim on Judgment. The HOA timely submitted its ballot for $45,158 accepting the Plan. Class 4 - Unsecured Claims Concerning The Entry Drive. All ballots submitted in Class 4, consisting of 11 votes totaling $412,225.47 accepted the Plan. Class 5 - Unsecured Claims Concerning The Offices. All ballots submitted in Class 5, consisting of 9 votes totaling $310,081.23, accepted the Plan. Class 6 - Non-insider Unsecured Claims. Three ballots were received, two accepting (Crane Machine & Pump and Neff & Boyer) and one rejecting (Platinum Management) the Plan. If the Court allows Neff & Boyer to vote late, and in light of Proponents' objection to the Platinum Management claim as to which no response has been filed, Class 6 accepted the Plan. Class 7 - David Mason. No ballot was received. Pursuant to Section 1126(d), this Class did not accept the Plan. The Creditors submitted a Second Amended Plan of Reorganization for the reorganization of River Hacienda Holdings, LLC, which amends the treatment of the unsecured claimants concerning the Entry Drive. Unsecured claims concerning the Entry Drive in Class 4 consists of Allowed Claims of persons or entities entitled to services from Debtor in connection with the Entry Drive or who were billed by Debtor or its agents for such services. As a compromise of all disputes, Debtor will execute and deliver to the HOA a limited, durable power of attorney empowering the HOA to take any action the HOA determines reasonable concerning the Entry Drive with respect to resolution of the State Court Action or otherwise concerning the Entry Drive consistent with the goals of this Plan. By confirmation of the Creditors Plan, Debtor will assign all of its title, right, and interest in connection with the Villas Entry Drive, now owned or hereafter acquired, including without limitation under the Villas CC&Rs, and together with any associated assets, including without limitation, all of Debtor's personal property relating to the Villas Entry Drive and the Villas CC&Rs and all related intangible property, to the HOA free and clear of liens, claims and interests. Debtor and the Proponents will be deemed to have stipulated that the HOA may manage the Entry Drive, in its discretion, subject to agreement with the other parties benefitted by the Entry Drive. Debtor's stipulation is irrevocable. Non-insiders with claims against Debtor arising out of Debtor's management of the Entry Drive will be deemed to have waived those claims in consideration of a full mutual release. A copy of the Creditors' Second Amended Plan is available at: http://bankrupt.com/misc/azb4-18-00136-221.pdf River Hacienda Holdings, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 18-00136) on January 5, 2018, and is represented by Alan R. Solot, Esq. SANCHEZ ENERGY: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded Sanchez Energy Corporation's B3 Corporate Family Rating to Caa1, its B3-PD Probability of Default Rating to Caa1-PD, its Caa1 senior unsecured notes rating to Caa2 and its first lien notes to B2 from B1. SN's SGL-3 Speculative Grade Liquidity rating was downgraded to SGL-4, and its outlook was changed to negative from stable. "Sanchez's ratings downgrade reflects its stubbornly high debt levels and disappointing production results attributable to its $1.05 billion (net) acquisition of additional Eagle Ford Shale acreage in March 2017, which has pressured its liquidity and prompted Moody's concern that the company's capital structure as presently constituted may be unsustainable," commented Andrew Brooks, Moody's Vice President. "Moreover, even as production growth has stagnated, a large portion of the cash flow generated expected to be generated by the acquired acreage is unavailable to service Sanchez's existing debt by virtue of the complex structure employed to finance the acquisition." Downgrades: Issuer: Sanchez Energy Corporation Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured First Lien Notes, Downgraded to B2 (LGD2) from B1 (LGD2) Senior Unsecured Notes, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) Outlook Actions: Issuer: Sanchez Energy Corporation Outlook, Changed To Negative From Stable RATINGS RATIONALE Sanchez's Caa1 CFR reflects its elevated debt levels and weak leverage metrics, which are showing little improvement as a result of disappointing production growth and weak, hedge-constrained cash flow. Sanchez entered into a strategic partnership in March 2017 with funds managed by Blackstone Energy Partners (Gavilan Resources, LLC, B3 stable) to acquire approximately 155,000 net acres in the western Eagle Ford Shale, considerably enlarging its Eagle Ford footprint. This $2.1 billion (gross) "Comanche" acquisition is contiguous to Sanchez's successfully developed Catarina acreage, the source of most of the company's production prior thereto; however, production from the acquired assets has yet to deliver its originally projected upside. Weaker than expected production levels continue to consume cash, leading to weakening liquidity, prompting concern that Sanchez's highly-leveraged capital structure may not be sustainable. After an initial jump in production of over 50% following the Comanche acquisition, Sanchez's production has stagnated at just under 80,000 barrels of oil equivalent (Boe) per day. Moody's expects little near-term growth beyond this level over the remainder of 2018, particularly in light of the company's decision to cut capital spending to a $350 million annual run rate basis. While lower spending will reduce the extent of negative consolidated free cash flow, it appears that spending at this level will do little to grow production. A large portion of the cash flow expected to be generated by the acquired Comanche asset is "ring-fenced" from Sanchez until the debt and preferred equity obligations within the new unrestricted subsidiary (SN UnSub), established to facilitate the acquisition, are retired. However, the timing as it relates to the retirement of these obligations appears to have slowed, a function of SN UnSub's lower production growth and reduced levels of positive free cash flow. Credit accretion to the existing Sanchez lenders attributable the acquisition is therefore effectively limited by the ring-fenced structure. Consolidated debt on production at September 30 approximates $31,500 Boe; Moody's estimates debt on production exceeds $40,000 per Boe at restricted Sanchez and under $10,000 per Boe at SN UnSub. Moody's considers this structural separation into the assignment of Sanchez's ratings given that its unsecured and first lien lenders have no recourse to SN UnSub's assets, only to the assets of restricted Sanchez. Moody's considers Sanchez's liquidity to be weak as evidenced by its SGL-4 liquidity rating. While its consolidated cash balance was $369 million at September 30 (with the bulk of this cash assumed to be held in the restricted group), it was down sequentially by $69 million from the prior quarter. Funding the quarterly outspending of cash flow even with projected spending cuts is likely to fully erode Sanchez's cash resources -- its sole source of liquidity -- in 2020. Sanchez's cash liquidity is a function of the proceeds of Sanchez's $500 million first lien notes issue in February, which was sized to meet the funding needs associated with the further development of Comanche over the next several years. Sanchez's $350 million secured borrowing base revolving credit facility was terminated upon closing of the first lien notes offering. The company also entered into a new $25 million secured revolver in February for letter of credit and working capital needs, which was undrawn at September 30, and which is pari with the first lien notes, although it has a "first-out" status. SN UnSub maintains a $380 million borrowing base revolver. At September 30, $167.5 million was outstanding under this facility, whose scheduled maturity is March 1, 2022. Sanchez's next upcoming debt maturity is its $600 million 7.75% unsecured notes due in June 2021. Sanchez's unsecured notes are rated Caa2, one-notch below the Caa1 CFR reflecting the first lien notes' priority claim to Sanchez's assets, and excluding the assets held by SN UnSub. The $500 million first lien notes are rated B2, two-notches above the Caa1 CFR given the superior position the secured notes occupy in the capital structure. Given the company's structural complexity, Moody's regards the B2 rating assigned to the first lien notes to be more appropriate than the B1 rating otherwise suggested by Moody's Loss Given Default Methodology. The rating outlook is negative. The outlook could be changed to stable presuming Sanchez can restore production growth and reverse deterioration in its credit metrics. Ratings could be downgraded if liquidity further deteriorates, should production decline or if interest coverage drops below 1.5x. Sanchez's ratings could be upgraded should it approach break-even cash flow, if consolidated retained cash flow (RCF) to debt exceeds 10%, with interest coverage over 2.5x and sustained production growth. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Sanchez Energy Corporation is an independent oil and gas exploration and production company with producing operations focused on the Eagle Ford Shale in South Texas, headquartered in Houston, Texas. SARAH ZONE: Creditor's Panel Hires Lewis Brisbois as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Sarah Zone, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to retain Lewis Brisbois Bisgaard & Smith, LLP, as bankruptcy counsel to the Committee. The Committee requires Lewis Brisbois to: a. advise the Committee concerning its rights, powers, and responsibilities under the Bankruptcy Code; b. provide aid and assistance in dealing with the Debtor in the administration of this case, including, without limitation, advice in communicating with the Committee's constituents regarding significant matters in the case; c. assist and advise the Committee in any proposed sale of the Debtor's assets; d. provide representation in all negotiations and proceedings involving the Debtor, creditors, and other parties in interest in matters relating to, inter alia, the administration of the estate, terms of the Debtor's Chapter 11 plan of reorganization or liquidation, confirmation of the Chapter 11 plan, and all other legal aspects of the Debtor's Chapter 11 case; e. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the operation of the Debtor's business and any other matters relevant to the case; f. assist the Committee in requesting the appointment of a trustee or examiner, or conversion or dismissal of the Chapter 11 case, should such actions be necessary; g. represent the Committee in all hearings and other proceedings; h. review and analyze all applications, orders, financial statements, and schedules of the Debtor and advise the Committee accordingly; i. assist the Committee in the preparation of agreements, motions, applications, responses, orders, complaints, and any other pleadings necessary to further the Committee's interests and objectives; and j. perform such other legal services as the Committee may require under the circumstances of this case to advance the Committee's interests in accordance with the powers and duties established by the Bankruptcy Code. Lewis Brisbois will be paid at these hourly rates: Attorneys $395 to $500 Paraprofessionals $150 Lewis Brisbois will also be reimbursed for reasonable out-of-pocket expenses incurred. Lovee Sarenas, a partner at Lewis Brisbois Bisgaard & Smith, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Lewis Brisbois can be reached at: Lovee Sarenas, Esq. Amy L. Goldman, Esq. Scott Lee, Esq. LEWIS BRISBOIS BISGAARD & SMITH, LLP 633 West 5th Street, Suite 4000 Los Angeles, CA 90071 Tel: (213) 250-1800 Fax: (213) 250-7900 E-mail: Amy.Goldman@lewisbrisbois.com Scott.Lee@lewisbrisbois.com Lovee.Sarenas@lewisbrisbois.com About Sarah Zone Sarah Zone, Inc., is a merchant wholesaler of apparel, piece goods, and notions. The company filed its Articles of Incorporation in California on Oct. 5, 2004, according to public records filed with California Secretary of State. Sarah Zone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-20836) on Sept. 17, 2018. In the petition signed by Tae Hyun Yoo, president, the Debtor disclosed $3,833,130 in assets and $7,301,855 in liabilities. Judge Sandra R. Klein presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. The Office of the U.S. Trustee on Oct. 2, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Lewis Brisbois Bisgaard & Smith, LLP, as counsel. SARAH ZONE: May Use Cash Collateral on Final Basis Through Jan. 5 ----------------------------------------------------------------- The Hon. Sandra R. Klein of the U.S. Bankruptcy Court of the Central District of California authorized Sarah Zone, Inc., to use cash collateral, on a final basis through and including Jan. 5, 2019. The Debtor may use cash to pay (i) all of the expenses set forth in the Budget, with authority to deviate from the line items contained in the Budget by up to 20%, on both a line item and aggregate basis, with any unused portions to be carried over into the following weeks and (ii) all quarterly fees owing to the Office of the United States Trustee and all expenses owing to the Clerk of the Bankruptcy Court. Open Bank, Chong Taek Lee, and Tae Hyun Yoo and Susan Yoo, each will be granted valid, enforceable, non-avoidable and fully perfected replacement liens on, and security interests in, the Debtor's post-petition assets, to the extent of any diminution in value of their respective interests in the Debtor's pre-petition collateral, and only to the same extent, validity, scope and priority of their respective pre-petition liens. The Debtor is also authorized to borrow money on an unsecured administrative expense priority basis from Tae Hyun Yoo in an amount up to $350,000 to cover any operating shortfalls reflected in the Budget. A full-text copy of the Final Order is available at http://bankrupt.com/misc/cacb18-20836-39.pdf About Sarah Zone Inc. Sarah Zone, Inc., is a merchant wholesaler of apparel, piece goods, and notions. The company filed its Articles of Incorporation in California on Oct. 5, 2004, according to public records filed with California Secretary of State. Sarah Zone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-20836) on Sept. 17, 2018. In the petition signed by Tae Hyun Yoo, president, the Debtor disclosed $3,833,130 in assets and $7,301,855 in liabilities. Judge Sandra R. Klein presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. SIW HOLDING: Needs More Time to Exclusively File Plan ----------------------------------------------------- SIW Holding Company, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which only the Debtors can file a plan of reorganization and solicit acceptances of the plan through and including Feb. 28, 2019, and April 29, 2019, respectively. Objections must be filed by Nov. 13, 2018, at 4:00 p.m. A hearing on the request is set for Nov. 26, 2018, at 1:00 p.m. This is the Debtors' first request to extend the Exclusive Periods. The current Exclusive Filing Period expires on Oct. 30, 2018, and the Exclusive Solicitation Period expires on Dec. 28, 2018. In the nearly four months that the Debtors' Chapter 11 cases have been pending, the Debtors, their management, and their professionals have focused a significant portion of their time and resources on maximizing the value of the Debtors' estates. The Debtors sought by motion and the Court has entered an order establishing a general bar date by which proofs of claim held by non-governmental units against the Debtors must have been filed, which passed on Sept. 28, 2018, and a governmental bar date, by which proofs of claims against the Debtors must be filed by governmental units which is set for Jan. 2, 2019. By establishing the General Bar Date and the Governmental Bar Date, the Debtors will gain a better understanding of the universe of claims that may exist against them and will therefore be better suited to propose a plan of liquidation after both bar dates have passed. The Debtors expect to confirm a plan of liquidation less than three months after the passing of the Governmental Bar Date. Furthermore, the Debtors have worked to recover assets of the Debtors held in a Rabbi Trust in an effort to increase the value of the Debtors' estates. In addition, the Debtors and their professionals have also devoted a significant amount of time to the following: (a) preparing the Schedules of Assets and Liabilities and Statement of Financial Affairs; (b) working to recover assets of the Debtors held in a Rabbi Trust in an effort to increase the value of the Debtors' estates; (c) retaining professionals to assist in the administration of the Debtors' Chapter 11 cases; and (d) responding to various motions for relief. The Debtors submit that the reason courts analyze the "good faith progress toward reorganization" factor in connection with requests to extend the Exclusive Periods is to ensure that debtors in possession are not allowed to use their entitlement to exclusivity to enable them to linger in chapter 11 any longer than is beneficial to their estates, creditors and other parties in interest. Considering the Debtors' progress thus far, the Debtors believe that the concerns embodied by this factor are adequately addressed and that this factor therefore weighs in favor of extending the Exclusive Periods. Indeed, any plan of liquidation that the Debtors may propose will be based upon the value of the claims that may be filed against the Debtors in advance of the Governmental Bar Date. Moreover, the Debtors firmly believe that they remain in the best position to propose and confirm a Chapter 11 plan and that granting an extension of the Exclusive Periods will facilitate the Debtors' efforts towards attaining the goal of attaining a result that is the most beneficial to their estates, creditors and other parties in interest. The Debtors submit that the granting of the extensions of the Exclusive Periods will maintain an environment where the Debtors and their creditors can work together toward the common goal of confirming a plan of liquidation. Moreover, the extension is not intended to pressure creditors to accede to any of the Debtors' demands, nor will it harm the Debtors' creditors or other parties in interest. Rather, the primary purpose of the extension is to allow the Debtors sufficient time to perform all requisite tasks so as to obtain the maximum value for the benefit of all of the Debtors' stakeholders. Accordingly, the relief requested will not delay the process, but rather will permit the process to move forward in an orderly and expeditious fashion. In contrast, termination of the Debtors' exclusivity at this juncture would defeat the purpose of Section 1121 of the Bankruptcy Code of affording the Debtors a meaningful and reasonable opportunity to formulate an appropriate plan and to negotiate an agreement with creditors as to the plan. In addition, the Debtors have kept sight of the need to deal with all parties in interest in their Chapter 11 cases. The Debtors and their professionals have consistently conferred with various constituencies on all major substantive and administrative matters in the Debtors' Chapter 11 cases, often altering their position in deference to the views of the U.S. Trustee and other parties in interest. The Debtors assure the Court that they have no intention of discontinuing these dialogues if the relief requested is granted. Because the Debtors are not operating, the only post-petition expenses are those of the Debtors and the Committee professionals as well as quarterly fees to the U.S. Trustee. The Debtors' Chapter 11 cases have been pending for less than four months. It is not uncommon for a further extension of the Exclusive Periods to be required in Chapter 11 cases. In light of the relatively short duration of the Debtors' Chapter 11 cases, the challenges faced by the Debtors and the progress made to date, the Debtors submit an extension of the Exclusive Periods is warranted. Notably, the requested extensions of the Exclusive Periods would expire on Feb. 28, 2019, and April 29, 2019, respectively, well within the statutory limits of permitted extensions for "cause." A copy of the Debtor's request is available at: http://bankrupt.com/misc/deb18-11579-120.pdf About SIW Holding Company SIW Holding Company, Inc. fka 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 U.S. 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. SMGR LLC: Directed to File Plan and Disclosures Before Dec. 14 -------------------------------------------------------------- Bankruptcy Judge Caryl E. Delano ordered SMGR, LLC to file a plan and disclosure statement on or before Dec. 14, 2018. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7. About SMGR LLC SMGR, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed by Sean Murphy, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SOLENIS HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service has assigned a B3 Corporate Family Rating and B3-PD probability of default rating to Solenis Holdings LLC, as Solenis Holdings LLC is the borrower of the term loans after the acquisition of BASF assets. At the same time, Moody's has withdrawn the B3 CFR and B3-PD probability of default rating on Solenis International LLC. Moody's has also affirmed the B2 rating on the first lien revolving credit facility, which will be upsized by $175 million to $375 million, the B2 rating on the first lien term loan, which will be upsized by $550 million to about $1.8 billion, as well as the Caa1 rating on the $400 million second lien term loan. The proceeds of the $550 million additional first lien term loans will be used to pay dividends associated with Solenis' acquisition of BASF's paper and water chemicals business and BASF's subsequent investment in a 49% equity stake in the combined company. CD&R will retain a 51% stake in the combined company. This transaction, which is still subject to regulatory approvals, is expected to close at the end of 2018. The outlook for the ratings is stable. Ratings Assigned: Issuer: Solenis Holdings LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Outlook, Assigned Stable Ratings Withdrawn: Issuer: Solenis International LLC Corporate Family Rating, Withdrawn B3 Probability of Default Rating, Withdrawn B3-PD Outlook, Withdrawn Ratings Affirmed: Senior Secured First Lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured First Lien Term Loan, Affirmed B2 (LGD3) Senior Secured Second Lien Term Loan, Affirmed Caa1 (LGD5) RATINGS RATIONALE Solenis' B3 CFR remains unaffected by the incremental first lien term loan and revolving credit facility, which will be issued in conjunction with its acquisition of BASF's paper and water chemicals assets. "The acquisition will be modestly credit positive to Solenis, as the combined company will have a larger scale, stronger market positions and significant synergy potentials," says Jiming Zou, a Moody's Vice President and Senior Analyst. "However, business integration challenges, a history of volatile earnings in both Solenis and the acquired business from BASF, as well as elevated debt leverage continue to constrain Solenis' rating." Solenis' acquisition of BASF's assets makes strategic sense given market competition in the fragmented water and paper chemicals industry and the associated operational benefits needed to bolster its earnings. Solenis slightly improved its earnings in fiscal year 2018 by raising sales prices and volumes, after a decline in 2017 due to raw material cost inflation and commercial team turnover. Solenis will improve its market share in the chemicals for pulp and paper for the packaging industry with growth potentials and generate synergies by consolidating its sales and marketing functions. A substantial amount of indicated synergies is readily achievable due to complementary business profile and overlap in supporting functions. In addition, introducing Solenis' service model to the acquired BASF's business and consolidating of raw material procurement will lift earnings of the combined business in the long term and mitigate the impact of rising raw material and freight costs. The post-transaction debt leverage including Moody's analytical adjustments and certain initial synergies will remain elevated at about 6.5x, which continues to constrain the company's B3 CFR. However, its leverage is set to improve from 7.5x at the end of June 2018, as the acquisition will be funded by both debt and equity as BASF is receiving a 49% equity stake in the combined company. The acquisition of a large and lower-margin Paper & Water business from BASF presents opportunities as well as challenges to Solenis from an execution point of view. Since its spin-off from Ashland in 2014, Solenis has maintained a high debt leverage due to the adverse impact of the foreign exchange, business restructuring charges, raw material inflation, bolt-on acquisitions and investments in emerging markets. The senior secured first lien revolving credit facility due 2023 and the senior secured first lien term loan due 2025 are rated B2, one notch above Solenis' B3 CFR, reflecting their preferential position in the capital structure and the loss absorption cushion provided by the senior secured second lien term loan and other unsecured obligations. The first lien senior secured credit facilities reflect a first lien security interest on domestic and certain UK assets. Solenis' second lien senior secured credit facility due 2026 is rated Caa1, one notch below the B3 CFR, due to the effective subordination to the first lien senior secured credit facilities. Solenis' adequate liquidity is supported by $52 million of balance sheet cash as of June 30, 2018 and the upsized $375 million revolving credit facility. Moody's expects the company to use its revolver to fund one-off restructuring expenses in the next 12 months and free cash flow should turn positive in 2020. The company has no near-term maturities, except for the 1% annual amortization on the first lien term loan. The first lien revolving credit facility contains a springing consolidated first lien leverage covenant set at 6.75x prior to the transaction close and 7.30x on or after the transaction closing date (after giving effect to the incremental first lien debt issuance). The covenant springs into effect if utilization exceeds 30% prior to transaction closing (35% after transaction closing) and Moody's expects the company to maintain adequate cushion under the covenant. The stable outlook assumes that the company will improve its earnings and cash flow generation by increasing sales prices and realizing cost savings and synergies. Moody's could upgrade the rating with expectations for the company to improve profitability, reduce adjusted leverage to below 6 times on a sustained basis, and establish a track record of operating as a stand-alone entity with stable operating costs. Moody's could downgrade the rating with expectations for declining volumes, declining profitability, or adjusted financial leverage above 8 times or sustained negative free cash flow. The principal methodology used in these ratings was Chemical Industry published in January 2018. Solenis Holdings LLC produces chemicals used in the manufacturing process for pulp and paper products and industrial water treatment. Its products and service help customers improve operational efficiency, enhance product quality and reduce environmental impact. The private equity firm Clayton, Dublier, and Rice acquired Solenis from Ashland in 2014. Headquartered in Wilmington, Del., Solenis generated about $1.9 billion in revenue for the twelve months ended June 2018. In May 2018, BASF announced it will sell its paper and water chemicals business to Solenis in exchange for a 49% equity stake in the combined company. SUNCOAST COMFORT: Has Until Jan. 10 to File Plan and Disclosures ---------------------------------------------------------------- Bankruptcy Judge Michael G. Williamson directed Suncoast Comfort Systems LLC to file a plan and disclosure statement on or before Jan. 10, 2018. (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court shall issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7. About Suncoast Comfort Systems Suncoast Comfort Systems LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07904) on Sept. 18, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. SUNPLAY POOLS: Reports Improved Cash Collateral Position -------------------------------------------------------- SunPlay Pools and Spas Superstore, Inc., filed with the U.S. Bankruptcy Court for the District of Utah a supplement to its motion for authority to use cash collateral and a supplemental report on the status of its case. The Debtor submits that its cash collateral position has improved since the Petition Date. The Debtor's inventory value has increased while its cash position has decreased due to the Debtor's purchasing inventory. The Debtor claims its overall assets considered to be cash collateral have not decreased. Prior to charting asset values, the Debtor provides comments about four assets: (1) The Debtor's cash on hand is reflected in its balance sheet. (2) Cash to be realized from credit card charges not yet provided to the Debtor is not included in the Debtor's balance sheet. There is typically a 2 to 3 days lag from the date the customer is charged to the date when the Debtor is paid. This asset was not reflected in the Motion to use cash collateral. This value typically ranges from $10,000 to $60,000. (3) Inventory on hand. The Debtor shows inventory in its balance sheet. Inventory in Schedule B was overstated based on an inventory taken in August, 2018. Post-petition, the Debtor adjusted downward its inventory value by $56,031.85. The revision was done as of September 30, 2018. This revision also revises downward by the same amount inventory as of August 31st. (4) Inventory of the Debtor has paid for and is drop shipping from suppliers to customer. This asset is shown not on the balance sheet but is reflected instead under costs of goods sold in the Debtor's P&L statements. This category of inventory can amount to between $7,500 to $40,000 daily and was not included in the Motion seeking authority to use cash collateral. The balance sheet reflects monies (no. 1) and inventory on hand (no. 3). The balance sheet does not reflect cash to be realized (no. 2) and inventory being dropped ship from suppliers directly to customers (no.4). The value of cash to be realized from credit card charges not yet provided to the Debtor (no. 2) varies. Based on last week's daily credit card deposits of $121,683/5, this amounts to $4,336.60 daily (before returns and merchant fees). What follows is a listing of asset values as of the petition date (based on the Debtor's Schedule B) and their estimated value as of October 26, 2018: (1) Cash on hand $48,442 (per Schedule B, Part 1); Value as of October 26, 2018: $3,152. (2) Cash to be realized from credit card charges not yet paid to the Debtor (not included in Schedule B); Value as of October 26, 2018: $77,700. This not an increase in asset value but it is an asset which protects lenders' interests. (3) Inventory value on hand as of petition date $421,702 per Schedule B, part 5 taken from an August, 2018, inventory as corrected at September 30th: $365,670.89); Value as of October 26, 2018: $410,000. Increase in value $44,329.11. (4) Inventory the Debtor has paid for and is in the process of being dropped shipped from a supplier to the Debtor’s customer. Value not included in Schedule B; Value as of October 26, 2018: $51,750. (5) Security Deposits: $19,536 (Schedule B; part 2) As of October 26, 2018: Same. (6) Office furniture and equipment $3,500 (present estimated value and value in Schedule B, part 7); As of October 26, 2018: Same. (7) Asset Value as of Petition Date: $437,149. As of October 26, 2018, Asset Value (estimated): $564,738. With the use of the $60,000 which Mr. Olson loaned to the Debtor, the Debtor has purchased additional inventory to supply orders. Based on the first two weeks of the case revenues are running at about $4 million annually. During said period, the case revenues are slow in part because the Debtor was largely down in September and was in the process of letting go most of its staff. The Debtor cannot accept more sales because it lacks monies to make the prepayments. At $4 million annual gross revenues, unsecured creditors including Pool Corp could be paid 15%, give or take. The Debtor contends that unsecured creditors would receive substantially more at $7 million annual gross revenues, however, this requires credit terms. A full-text copy of the Supplement to the Debtor's Motion is available at http://bankrupt.com/misc/utb18-27417-74.pdf About SunPlay Pools and Spas Superstore Inc. Founded in 1967, SunPlay Pools and Spas Superstore, Inc. -- https://www.sunplay.com/ -- operates a retail store offering pool and spa supplies, equipment, chemicals, parts and services. It has been transitioning to serve customers everywhere via its online sales department at Sunplay.com and HotTubWarehouse.com. SunPlay Pools and Spas Superstore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on Oct. 4, 2018. In the petition signed by John A. Olson, president, the Debtor disclosed $692,093 in assets and $2,571,463 in liabilities. Judge Joel T. Marker presides over the case. The Debtor tapped The Fox Law Corporation as its lead bankruptcy counsel; and Cohne Kinghorn, PC, as its local bankruptcy counsel. SYNERGY PARTNERS: Hires Lefkovitz & Lefkovitz as Attorney --------------------------------------------------------- Synergy Partners, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, as attorney to the Debtor. Grafola Properties requires Lefkovitz & Lefkovitz to: a. advise the Debtor as to its rights, duties and powers as Debtor-in-Possession; b. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy proceeding; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials and any other proceedings in the bankruptcy case; and d. perform such other legal services as may be necessary in connection with the bankruptcy case. Lefkovitz & Lefkovitz will be paid at these hourly rates: Steven L. Lefkovitz, Partner $555 Associates $350 Paralegals $125 Lefkovitz & Lefkovitz will be paid a retainer in the amount of $3,717, including the filing fee. Lefkovitz & Lefkovitz will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven L. Lefkovitz, partner of Lefkovitz & Lefkovitz, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Lefkovitz & Lefkovitz can be reached at: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com About Synergy Partners Synergy Partners, Inc., based in Goodlettsville, TN, and its affiliates, including DS of Bartlett, PLLC, and Hendersonville Dental Spa, sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-06603) on Oct. 1, 2018. In the petition signed by Lance H. Harrison, DDS, president/chief manager, Synergy Partners estimated up to $50,000 in assets and $500,000 to $1 million in liabilities as of the bankruptcy filing. The Hon. Charles M. Walker presides over the cases. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, serves as bankruptcy counsel to the Debtors. TEMPEST GROUP: FB Acquisition Objects to Amended Plan Outline ------------------------------------------------------------- Creditor, FB Acquisition Property XVII, LLC, objects to Tempest Group, LLC's amended disclosure statement to accompany its proposed plan dated Sept. 24, 2018. FB Acquisition complains that Section Vl of the Amended Disclosure Statement states that an Income Statement for prior 12 months and a Cash Flow Statement for prior 12 months are attached; however, they are not. Debtor's Amended Disclosure Statement, thus, lacks adequate information regarding the prior 1) month cash flow of the Debtor. The Amended Disclosure Statement does not address transfers of funds to the Debtor's only identified bank account from undisclosed (non-Debtor?) accounts, specifically, Internet Transfers from Checking Accounts No. X3735, X3750, X8089 and X3669, identified on the spreadsheet attached as Exhibit A. The ownership of these four accounts and the nature of the transfers (i.e., possible post-petition loans) is unclear, and, thus, of serious concern to creditors evaluating the Debtor's Amended Disclosure Statement and the feasibility of the Debtor's proposed Plan. Debtor's Amended Disclosure Statement is also inadequate in that it fails to provide "a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case." A copy of FB Acquisition's Objection is available for free at: http://bankrupt.com/misc/pawb16-24204-143.pdf The Troubled Company Reporter previously reported that FB Acquisition's secured claim will be reduced to the value of the collateral under the plan. The Debtor will restructure the modified secured claim and the mortgage to a new 30-year fixed rate mortgage at 5.0% (the previous plan proposing 4.5%) payable over 30 years with a balloon payment after five years. If there are no defaults after four years, the five-year balloon will be extended to six years. The Debtor projects that FB Acquisitions will be secured to the extent of $135,000. This property is subject to a real estate tax lien of $5,561.68 which has priority over the first mortgage. The balance of the claim will be an allowed unsecured claim under Class 9. A copy of the Amended Disclosure Statement is available from PacerMonitor.com at https://tinyurl.com/yd8tc8fm at no charge. About Tempest Group Tempest Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24204) on November 10, 2016. In the petition signed by Joann Jenkins, manager, the Debtor estimated assets and liabilities of less than $1 million. Judge Carlota M. Bohm presides over the case. The Debtor hired Calaiaro Valencik as its legal counsel. No official committee of unsecured creditors has been appointed. The Debtor filed its proposed Chapter 11 plan on March 19, 2018. TOP SHELV: Court Awards $29K to Counsel as Compensation ------------------------------------------------------- Gudeman and Associates, P.C., counsel for Top Shelv Worldwide filed an Application for Compensation requesting compensation of $111,170 and expenses of $1,928.07 for services incurred from Nov. 15, 2017 through July 27, 2018. Creditors Four Courts, Inc., Farley Manufacturing, Inc., and Anthony Gushow & Sons, Inc., object to the Application. Bankruptcy Judge Daniel S. Opperman heard oral arguments regarding counsel's Application on Sept. 17, 2018 and after careful consideration of the pleadings and arguments, concludes that Debtor's counsel should be awarded a portion of the fees requested, but that the remaining fees requested should not be approved at this time. Thus, the Court awards $29,945, disallows $16,025 but holds the remainder in abeyance until the Court either confirms a Chapter 11 Plan or until further order of the Court. In the Application filed by Debtor's counsel, fees of $111,170 are requested, as well as expenses of $1,928.07. Counsel correctly reports that $12,256.72 remains of the retainer held by Debtor's counsel and seeks not only approval of the fees and expenses, but the right to withdraw this retainer to pay a portion of the fees and expenses owed to it. Debtor's counsel followed the project category format. For the most part, the services described in each category are correctly labeled, but in some instances, entries in the case administration category are more properly characterized as adversary proceeding services. Four Courts/Farley Manufacturing and Gushow objected to the Debtor's Application, primarily arguing that 11 U.S.C. section 330 prohibits counsel from receiving this amount of fees because the services rendered do not benefit the estate. In support of their assertion, these creditors point to the challenges facing the Debtor to confirm a Chapter 11 Plan, including the requirement to pay $1,100,000 to secured creditors, the lack of income of the Debtor to make these payments, the challenges of the absolute priority rule prohibiting Debtor's members from retaining their unit interest unless significant new value is paid, and the possible significant Section 1111(b) elections made by various secured creditors. Debtor's counsel replies by arguing that all services were necessary and that this case has grown because of the myriad of issues raised by various parties. While the Debtor has earned over $100,000 in net income over the course of the last year, the objecting creditors reply that real property taxes of approximately $42,000 have not been paid and that an insider of the Debtor, Mr. Delaney has received at least $26,000 in compensation while they have not received any money. After analyzing the entries in the Application, Debtor's counsel is certainly entitled to payment of some of the attorney fees because their efforts have taken the Debtor this far and perhaps to the brink of confirmation of a Chapter 11 Plan. In this regard, the Court concludes that of the fees requested, Debtor's counsel should be compensated for the efforts of drafting the Chapter 11 Plan, portions of the valuation hearing that ultimately arrived at a $1,100,000 valuation, as opposed to the $2,713,307 in the Debtor's previous Chapter 11, as well as certain negotiation sessions and conferences with creditor's counsel. The Court now turns to application of this format. Starting with the Chapter 11 Plan category, the January 8 and 9 entries of $70 and $945 are not allowed because each entry described services for valuation. The remaining entries are allowed in the amount of $19,445 ($20,460 - $1,015 = $19,445). The Court defers any award for the adversary proceedings, so $16,315 is reserved for a later determination. Of the case administration services, $18,510 is attributed to Debtor's efforts to convince the Court that its assets were worth $300,000 when its appraiser reported a much higher value. While the Court allows some fees for the valuation hearing because value was an open issue, the Court will only allow and award 10 hours at $350, or $3,500, because a reasonable approach to value would have reduced the effort devoted to a valuation hearing. The remaining $15,010 is disallowed ($18,510 - $3,500 = $15,010). After deducting $21,795 for the case administration entries, which the Court defers as adversary proceeding services, the Court awards $7,000 because 20 hours of time was proper at this time given the circumstances of the Debtor's plight. The remainder will likewise be reserved for later consideration. A copy of the Court's Opinion dated Oct. 29, 2018 is available for free at: http://bankrupt.com/misc/mieb17-21434-233.pdf About Top Shelv Worldwide Top Shelv Worldwide, LLC, sought protection under Chapter 11 of the Bankruptcy Code for a second time (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017. Stanley Dulaney, its member, signed the 2017 petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Daniel S. Opperman presides over the case. Edward J. Gudeman, Esq., at Brian A. Rookard, Esq., at Gudeman and Associates, P.C., serve as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. Top Shelv previously sought bankruptcy protection (Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015. A plan was confirmed May 6, 2016. TROLLEY INC: Seeks to Hire Frank Monetti as Accountant ------------------------------------------------------ Trolley, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Frank Monetti, CPA, Inc., as accountant to the Debtor. Trolley, Inc. requires Frank Monetti to: -- prepare the Debtor's tax returns; -- analyze the Debtor's financial records; and -- provide accounting services in relation to the administration of the Debtor's estate. Frank Monetti will be paid at the hourly rate of $175. The firm will be paid a retainer in the amount of $3,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Frank Monetti, partner of Frank Monetti, CPA, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Frank Monetti can be reached at: Frank Monetti, Esq. FRANK MONETTI, CPA, INC. 1861 Hooper Avenue, Unit 8 Toms River, NJ 08753 Tel: (732) 240-5120 About Trolley, Inc. Trolley, Inc., is a transportation and group tour company offering a wide variety of charter services to its customers. Trolley sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-29240) on Sept. 27, 2018. In the petition signed by Ronald Faillace, owner, the Debtor disclosed $1,509,266 in assets and $541,382 in liabilities. Judge Michael B. Kaplan presides over the case. The Debtor tapped Straffi & Straffi, LLC as its legal counsel. [*] AlixPartners Completes Acquisition of Zolfo Cooper ------------------------------------------------------ AlixPartners, the global consulting firm, on Nov. 1, 2018, completed the acquisition of independent financial advisory and interim management firm Zolfo Cooper. This transaction was announced on September 27, 2018. All of Zolfo Cooper's managing directors and staff, based in the New York region and Los Angeles, have joined AlixPartners, with the majority in its Turnaround and Restructuring (TRS) practice. The integration of the Zolfo Cooper professionals swells the ranks of AlixPartners' global TRS team to nearly 350 senior professionals. The combined team has worked on some of the most complex, high-stakes and prestigious restructuring assignments in recent years, including Avaya Holdings, Caesars Entertainment Operating Company, Kodak, the Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico, Sabine Oil & Gas Corporation, and Westinghouse Electric Company. AlixPartners confirmed the following changes to the leadership of its TRS practice: * Joff Mitchell, former Managing Partner at Zolfo Cooper, joins Lisa Donahue as joint head of the AlixPartners global TRS practice. * Reporting to Lisa and Joff on the TRS management team are Axel Schulte, Jim Mesterharm and Simon Appell. Axel Schulte is the global co-head of TRS and will continue in that role, and Jim Mesterharm and Simon Appell will continue as co-leaders of the TRS Americas and TRS EMEA practices, respectively. Lisa Donahue commented: "The arrival of Joff and the Zolfo Cooper team is a pivotal moment in the continued development of our TRS practice. We could not be more excited to welcome these incredible professionals into the AlixPartners family and look forward to working together as one team. This combination further enhances the depth and breadth of the expertise our clients rely on when they turn to us to address their most challenging and complex problems." Mr. Mitchell added: "We are delighted to have joined the AlixPartners team. Joining AlixPartners provides significant personal and career development opportunities available only at such a global and multi-faceted organization. Together we offer our clients a broader and deeper range of skills and experience than ever before." About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a results-driven global consulting firm that specializes in helping businesses successfully address their most complex and critical challenges. Its clients include companies, corporate boards, law firms, investment banks, private equity firms, and others. Founded in 1981, AlixPartners is headquartered in New York, and has offices in more than 20 cities around the world. [*] FTI's Tim McDonagh Named to ABI Institute 40 Under 40 List -------------------------------------------------------------- FTI Consulting, Inc. on Nov. 5 disclosed that Tim McDonagh, a Senior Managing Director in the firm's Corporate Finance & Restructuring segment, has been named to the American Bankruptcy Institute's ("ABI") 40 Under 40 Emerging Leaders in Insolvency list, which recognizes professionals who are committed to the highest standards of achievement at work and in their communities. "I congratulate Tim on being selected as one of ABI's 40 Under 40 honorees," said Michael Eisenband, Global Co-Leader of the Corporate Finance & Restructuring segment at FTI Consulting. "This recognition reflects Tim's exceptional track record of delivering successful turnaround and restructuring strategies for clients, as well as his commitment to client service excellence and bettering the community." Based in New York, Mr. McDonagh is a member of FTI Consulting's Turnaround & Restructuring Services practice. He has more than 13 years of experience representing companies, secured lenders and unsecured creditors in out-of-court and Chapter 11 restructuring transactions across a variety of industries, including retail, automotive, media, financial services and manufacturing. Prior to joining FTI Consulting, Mr. McDonagh served in the U.S. Peace Corps and earned a bachelor's degree in economics and mathematics from Yale University. "It is an honor to be named to ABI's second annual 40 Under 40 list among so many diversely talented bankruptcy and insolvency professionals," Mr. McDonagh said. "I launched my career at FTI Consulting nearly 15 years ago, and I am incredibly thankful for my colleagues and clients who have guided me and inspired me to be the leader and professional that I am today." Winners will be honored during ABI's 2018 Winter Leadership Conference at the Fairmont Scottsdale Princess in Scottsdale, Ariz. on December 7. About FTI Consulting FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 4,600 employees located in 28 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $1.81 billion in revenues during fiscal year 2017. [*] Getzler Henrich Named to 2018 Outstanding Turnaround List ------------------------------------------------------------- Getzler Henrich & Associates, one of the nation's premier turnaround firms, disclosed that it has once again been named as one of the country's "Outstanding Turnaround Firms" in the annual report by Turnarounds & Workouts magazine, a publication of the Beard Group, Inc. "We are proud of the good work performed, the marketplace reputation earned and the industry recognition," commented co-chairman William Henrich. About Getzler Henrich Getzler Henrich & Associates LLC is one of the nation's oldest and most respected names in middle market corporate restructurings and operations improvement and has successfully worked with over a thousand companies throughout the world to achieve growth and profitability. "Founded 50 years ago, our firm still operates on the same principles of impeccable integrity, a commitment to honesty, and an overriding focus on maximizing values for our clients,: said co-chairman Joel Getzler. "We're proud that Getzler Henrich embodies the hallmark of a world-class turnaround and crisis management consultancy." Long respected for its results-oriented approach, Getzler Henrich deploys rapid, pragmatic decision making and metrics-driven implementation services for its clients. With years of experience in executive-level positions at major corporations, and a broad range of advisory expertise, Getzler Henrich professionals have consistently and successfully guided companies through crises and growth phases. Working with a wide range of companies, including publicly-held firms, private corporations, and family-owned businesses, Getzler Henrich's expertise spans more than fifty industry sectors, from "new economy' technology and service firms to "old economy" manufacturing and distribution businesses. ********* 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. 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