/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181122.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 22, 2018, Vol. 22, No. 325 Headlines 388 ROUTE 22: Hires Berger & Bornstein LLC as Counsel 6 DEGREES CONSULTING: Hires JSA LLC as Accountant ACCOMAC INN: Case Summary & 20 Largest Unsecured Creditors AEGEAN MARINE: Bankruptcy Court Grants Ch.11 First Day Motions ALGODON GROUP: Reports $1.50 Million Net Loss for Third Quarter AMERICAN FORKLIFT: 3rd Preliminary Cash Collateral Order Entered AMERICAN FUEL: $1.6M Sale of Substantially All Assets Approved ANAA AVIATION: Continued Interim Cash Collateral Use Okayed ANDREW'S & SON: Authorized to Use Cash Collateral on Final Basis ATD CORPORATION: Committee Hires Benesch as Delaware Counsel ATD CORPORATION: Committee Taps Province as Financial Advisor AUGUST SAGE: Court Confirms Chapter 11 Plan AVATAR PACKAGING: $1.1M Sale of All Assets to RF Drew Approved BARBARA A. WIGLEY: Appellate Panel Disallows Lariat Claim Entirely BITE THE BULLET: Meisters Oppose OK of Amended Plan, Disclosures BLACK BOX: Posts Second Quarter Net Income of $22.9 Million BOSTON LANGUAGE: Court Junks RREF's Bid for Relief from Stay BRITLIND OIL: Seeks to Hire Eric A. Liepins as Counsel BTO TRUCKING: People's United Prohibits Use of Cash Collateral BTO TRUCKING: Seeks to Hire Drose Law Firm as Attorney CAMBER ENERGY: Signs Investor Relating Consulting Agreement CARIBBEAN WINDS: Court Confirms Chapter 11 Plan CBAK ENERGY: Reports $7.92 Million Net Income for Third Quarter CENGAGE LEARNING: S&P Alters Outlook to Negative & Affirms B- ICR CHAMPION BLDRS: Seeks to Hire Hinkle Law Firm as Counsel CHECKMATE KING: Court Approves 2nd Amended Plan Outline CHRISTIAN CARE: Fitch Affirms BB+ Ratings on $54-Mil. Revenue Bonds CIP INVESTMENT: Interim Cash Collateral Use Thru Nov. 30 Approved CLINTON NURSERIES: Authorized to Use Cash Collateral Until Dec. 1 COLFAX CORPORATION: Moody's Affirms Ba2 CFR & Alters Outlook to Neg COLFAX CORPORATION: S&P Puts BB+ ICR on Watch Negative on DJO Deal COLLECTIVE INC: Case Summary & 30 Largest Unsecured Creditors COLLECTIVE INC: Files Chapter 11 to Facilitate Zeta Global Sale COLOR SPOT: Amends Plan to Add Insurance Policies Provisions COPPER CANYON: Taps Harris Law Practice as Bankruptcy Counsel DALLAS BARBECUE: Seeks Authorization to Use Cash Collateral DAVID'S BRIDAL: S&P Cuts ICR to D on Prepackaged Chapter 11 Filing DCP MIDSTREAM: Moody's Alters Outlook of Ba2 CFR to Positive DENTON DOUGH: Asks Court to Conditionally Approve Plan Outline DEVAL CORP: Court Awards PDI $83K for Administrative Expenses DIRECTVIEW HOLDINGS: Posts Third Quarter Net Loss of $13.5 Million DJO FINANCE: Moody's Reviews Caa1 CFR for Upgrade Amid Colfax Deal DJO GLOBAL: S&P Places 'B-' Issuer Credit Rating on Watch Positive DYNASTY HOLDINGS: Hires Steven L. Yarmy as Counsel ED MAP: Committee Taps BDO USA as Financial Advisor ED MAP: Committee Taps Hires Wickens Herzer Panza as Co-Counsel ED MAP: Committee Taps Lowenstein Sandler as Legal Counsel EGALET CORPORATION: Hires Berkeley Research as Financial Advisor EGALET CORPORATION: Hires KPMG LLP as Tax Consultants EGALET CORPORATION: Hires Piper Jaffray as Investment Banker EGALET CORPORATION: May Use Cash Collateral on Interim Basis EGALET CORPORATION: Seeks Authorization on Cash Collateral Use ELEMENTS BEHAVIORAL: Files Chapter 11 Plan of Liquidation ENGINE HOLDING: S&P Assigns 'CCC+' ICR, Outlook Negative FABRIC FANATICS: Hires Demarco Mitchell as Counsel FALLS EVENT: Seeks to Hire Jones Lang as Real Estate Broker FARMERS BRANCH: Seeks Authority to Use Liftforward Cash Collateral FAYETTE MEMORIAL: Taps H2C Analytics as Advisor & Investment Banker FERMARALIZ CORP: Seeks to Hire Modesto Bigas Law as Attorney FIRSTENERGY SOLUTIONS: FG Sells West Lorain Facility for $144M FLORIDA MICROELECTRONICS: Hires Kelley & Fulton, P.L. as Counsel FORASTERO INC: Treatment of Citibank's Claim Amended in New Plan FORESTAR GROUP: S&P Assigns B Issuer Credit Rating, Outlook Stable FOSTER ENTERPRISES: $775K Sale of Interest in Rialto Property OK'd FOX PROPERTY: Allowed to Obtain Financing, Use Cash Collateral FRANKLIN ACQUISITIONS: $230K Sale of El Paso Property Approved FRANKLIN ACQUISITIONS: Trustee's $1M Sale of El Paso Property OK'd FUTURE INTERNATIONAL: Case Summary & 6 Top Unsecured Creditors GARLAND BARBECUE #1: Seeks Authorization to Use Cash Collateral GASTAR EXPLORATION: Extends Marketing Process for Restructuring GASTAR EXPLORATION: Reports Third Quarter 2018 Financial Results GIP III STETSON I: S&P Affirms 'B+' ICR, Outlook Stable GOD'S HOUSE OF REFUGE: Voluntary Chapter 11 Case Summary GRANT STREET: Seeks to Hire Daniel W. Murray as Counsel GREEN HORIZON: Court Confirms Chapter 11 Plan GROVE AVE: Proposes a $390K Sale of Richmond Property GULFVIEW MEDICAL: Kelley & Fulton PL as Counsel GUTTER CAP OF FLORIDA: Seeks to Hire Jason A. Burgess as Counsel HOLBROOK/SEARIGHT LLC: Hires Scott Hollis as Real Estate Broker I GOTCHA INC: Case Summary & 9 Unsecured Creditors IDEANOMICS INC: Co-CEO Quits to Lead China-US Relations Committee J CREW GROUP: CEO Steps Down After 16 Months on the Job JAMES CANDY: Seeks to Hire Deiches & Ferschmann as Attorney JAMES GARRISON: Proposed Sale of Two Vehicles for $47K Approved JAMIE ONE: Seeks Conditional Approval of Disclosure Statement JDHG LLC: Court Confirms Chapter 11 Plan JTRL LLC: Seeks to Hire Echo Retail as Real Estate Broker JUST TOYS CLASSIC: Seeks Authorization to Use Cash Collateral LAWN ADVISORY: Hires Jampol Kinney as Accountant LBI MEDIA: Case Summary & 30 Largest Unsecured Creditors LBU FRANCHISES: Seeks to Hire The Gerger Law Firm as Counsel LE CENTRE ON FOURTH: Amends U.S. Bank Secured Claim LORRAINE HOTEL: Voluntary Chapter 11 Case Summary LOT MEDIA: Seeks to Hire Steven Bandler as Accountant MAINE TOOL: Seeks Access to Bangor Savings Bank Cash Collateral MARION COUNTY HSD: Moody's Affirms Ba1 GOULT Debt Rating MASTER HOLDINGS: Involuntary Chapter 11 Case Summary MATTRESS FIRM: Bankruptcy Court Confirms Reorganization Plan MEGHA LLC: Has Authorization to Use Cash Collateral on Final Basis MISSION COAL: Seeks to Hire Ordinary Course Professionals MORGAN ADMINISTRATION: Seeks Authorization to Use Cash Collateral NGPL PIPECO: Moody's Affirms Ba1 CFR, Outlook Stable NINE WEST: Committee Files Limited Objection to Latest Plan NOVA TERRA: Monthly Influx of $2.5K from Venture with JJW Disclosed OFFICE DEPOT: Moody's Upgrades CFR to Ba3, Outlook Stable OREXIGEN THERAPEUTICS: McKesson Not Entitled to Disputed Funds PACIFIC DRILLING: Completes Restructuring; Exits Chapter 11 PENNANTPARK INVESTMENT: S&P Lowers ICR to 'BB+', Outlook Stable PEORIA DAY SURGERY: Seeks Authorization to Use Cash Collateral PGHC HOLDINGS: Hire Hilco Real Estate as Real Estate Advisor PGHC HOLDINGS: Hires Morris Nichols as Bankruptcy Counsel PGHC HOLDINGS: Seeks to Hire Epiq as Administrative Advisor PGHC HOLDINGS: Seeks to Hire North Point as Investment Banker PRECIPIO INC: Incurs $3.84 Million Net Loss in Third Quarter PRESSURE CONTROL: Gets Final Approval on Cash Collateral Use RESOLUTE ENERGY: Monarch Alternative Supports Cimarex Merger RESOLUTE ENERGY: Moody's Reviews CFR for Upgrade on Climarex Deal RESOLUTE ENERGY: S&P Places 'B-' ICR on CreditWatch Positive RESOLUTE ENERGY: Will be Acquired by Cimarex for $1.6 Billion RESTLAND MEMORIAL: Seeks to Hire Calaiaro Valencik as Counsel RMH FRANCHISE: Landlords Want 1st Amended Joint Plan Modified SAFE HAVEN HEALTH: Colonial Funding Prohibits Cash Collateral Use SAMARITAN COMMUNITY: May Use Cash Collateral Until Dec. 19 SEABROOK DENTAL: Seeks to Hire Neeleman Law as Counsel SEARS HOLDINGS: Committee Opposes Retention of Evercore Group SEARS HOLDINGS: Proposes KEIP for 18 Workers, KERP for 32 Workers SEARS HOLDINGS: Seeks $350M Jr. Term Loan From GACP Finance SEARS HOLDINGS: Seeks Quick Sale of Up to $900M Medium Term Notes SEASONS CORPORATE: Seeks to Hire Zeichner Ellman as Attorney SERVICOM LLC: Committee Hires Green & Sklarz as Counsel SILVERADO STAGES: TCF Does Not Consent Cash Collateral Use SKYLINE RIDGE: $120K Sale of Tucson Property to Athanasiou Approved SKYLINE RIDGE: $320K Sale of Three Pima County Lots to TST Approved SKYLINE RIDGE: $860K Sale of Tucson Residence to Moultons Approved SYNIVERSE HOLDINGS: S&P Alters Outlook to Negative & Affirms B ICR T CAT ENTERPRISE: November 2018 Cash Collateral Budget Okayed TIEL TRUST I: Seeks to Hire Kutner Brinen as Attorneys TIRECO INC: May Use TD Bank Cash Collateral Until Dec. 13 TRITON AUTOMATION: Seeks Authorization to Use Cash Collateral UMR BUILDING: Seeks to Hire Evans & Mullinix as Attorney UVLRX THERAPEUTICS: Hires Fish IP Law as Special Counsel VERNON PARK: Allowed to Use HSB Cash Collateral Until Jan. 9 VISTA OUTDOOR: S&P Raises Senior Unsecured Debt Rating to 'B+' WALHOF PROPERTIES: $2.7M Sale of Humble Property Approved WJA ASSET: Hires Diamond McCarthy as Special Counsel XG SECURITY: Unsecureds to Receive 5.5% at 2% Interest in New Plan YWFM LLC: Colonial Funding Prohibits Further Cash Collateral Use [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 388 ROUTE 22: Hires Berger & Bornstein LLC as Counsel ----------------------------------------------------- 388 Route 22 Readington Holdings, LLC, seeks authority from the United States Bankruptcy Court for the District of New Jersey (Trenton) to hire Berger & Bornstein LLC as counsel. Berger & Bornstein LLC will represent the Debtor, appear in court and prepare and draft pleadings. The firm will waive all fees. Lawrence S. Berger, Esq., member of the firm Berger & Bornstein, LLC, attest that his firm does not hold an interest adverse to the estate and is a "disinterested person" under 11 U.S.C. 101(14). The counsel can be reached at: Lawrence S. Berger, Esq. BERGER & BORNSTEIN, LLC 237 South Street Morristown, NJ 07960 Tel: 973-993-8600 E-mail: lberger@uslandresources.com About 388 Route 22 Readington 388 Route 22 Readington Holdings, LLC is a real estate lessor headquartered in Morristown, New Jersey. The company previously filed for bankruptcy protection on July 31, 2013 (Bankr. D.N.J. Case No. 13-26699). 388 Route 22 Readington Holdings filed for bankruptcy protection (Bankr. D. N.J. Case No. 18-30155) on Oct. 9, 2018, disclosing $12,000 in assets and $2,995,983 in liabilities. Lawrence S. Berger, Esq. at Berger & Bornstein, LLC, represents the Debtor. 6 DEGREES CONSULTING: Hires JSA LLC as Accountant ------------------------------------------------- 6 Degrees Consulting, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Jonnet Solomon and JSA, LLC as its accountants. The accountants will provide monthly bookkeeping, weekly payroll, income tax returns, sales tax reports, and monthly reports. The accountants will charge the Debtor $750.00 per month. Jonnet Solomon, owner of JSA, LLC, attests that her firm does not have any interest that is adverse to the Debtor or its estate, and is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The accountant can be reached at: Jonnet Solomon OWNER, JSA, LLC 700 River Avenue Pittsburgh, PA 15212 Phone: 412-212-8447 About 6 Degrees Consulting 6 Degrees Consulting Inc. is a minority owned subcontractor and supplier of construction services and materials for commercial construction and heavy highway. 6 Degrees Consulting filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-23270) on Aug. 16, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Francis E. Corbett, Esq. ACCOMAC INN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Accomac Inn, Inc. dba Accomac Inn dba Accomac Catering dba Accomac Events dba The Accomac 6330 South River Drive York, PA 17406 Business Description: Accomac Inn, Inc. owns a restaurant and catering business in York, Pennsylvania. The Company operates The Accomac, a legendary restaurant offering upscale American fare, tasting menu & cocktails. Chapter 11 Petition Date: November 19, 2018 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Case No.: 18-04852 Judge: Hon. Henry W. Van Eck Debtor's Counsel: Lawrence V. Young, Esq. CGA LAW FIRM 135 North George Street York, PA 17401 Tel: 717 848-4900 Fax: 717 843-9039 Email: lyoung@cgalaw.com Debtor's Realtor: ROCK COMMERCIAL REAL ESTATE, LLC - and - JOHN O. BIRKELAND, CCIM Debtor's Bookkeeper: CANDACE MONTGOMERY Total Assets: $1,000,282 Total Liabilities: $4,484,690 The petition was signed by H. Douglas Campbell, Jr., 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/pamb18-04852.pdf AEGEAN MARINE: Bankruptcy Court Grants Ch.11 First Day Motions -------------------------------------------------------------- Aegean Marine Petroleum Network Inc. on Nov. 20, 2018, disclosed that the U.S. Bankruptcy Court for the Southern District of New York granted interim approval of all the Company's first day motions related to its voluntary Chapter 11 restructuring. The approvals by the Court immediately improve the Company's liquidity position, and ensure that suppliers, vendors, and employees, among other critical partners, continue to be paid in the normal course of business. Through the Court approvals, the Company has access to substantial capital during the restructuring process provided by the $532 million Debtor-in-Possession credit facility ("DIP") funded by Mercuria Energy Group Limited ("Mercuria"), including an initial $40 million of incremental cash over the next 30 days to support operations. "The Company continues to operate in the normal-course and all payments to suppliers and vendors have been made and will continue to be made during the relatively short anticipated duration of the Chapter 11 process," said Donald Moore, Chairman of the Aegean Board. "The Court's approval of our First Day motions is an important step forward in the restructuring process and enables access to incremental liquidity enabling the Company to continue to provide customers high quality service across our global network." The Company and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code on November 6, 2018, with the support of Mercuria, a key strategic partner and one of the world's largest independent energy and commodity companies. In addition to providing the DIP to fund the Chapter 11 process and the Company's working capital needs, Mercuria is also acting as the stalking horse bidder in a sale process designed to maximize the value of the Company as a going concern. The Asset Purchase Agreement, including the $681 million stalking horse bid proposed by Mercuria, has been filed with the Court. In connection with its restructuring efforts, Kirkland & Ellis LLP is acting as legal counsel to Aegean, Moelis & Company LLC is acting as investment banker to Aegean, and EY Turnaround Management Services LLC is acting as restructuring advisor to Aegean. Additional Information Additional information about the Chapter 11 cases, court filings and other documents related to the Chapter 11 cases are available on a website administered by the debtors' claims and noticing agent, Epiq Corporate Restructuring, LLC, at http://dm.epiq11.com/aegean. About Aegean Marine Petroleum Network Inc. Aegean Marine Petroleum Network Inc. -- http://www.ampni.com-- is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in more than 30 markets and a team of professionals ready to serve its customers wherever they are around the globe. Aegean Marine Petroleum Network Inc., et. al., sought bankruptcy protection on November 6, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-13374). The jointly administered cases are pending before Judge Hon. Michael E. Wiles. The petition was signed by Spyridon Fokas, general counsel and secretary. The Debtor has total estimated assets of $1 billion to $10 billion and total estimated liabilities of $500 million to $1 billion. The Debtors tapped Kirkland & Ellis International LLP as general counsel; Moelis & Company as Financial Advisor; Ernst & Young LLP, as restructuring advisor; Epiq Bankruptcy Solutions, LLC as claims agent. ALGODON GROUP: Reports $1.50 Million Net Loss for Third Quarter --------------------------------------------------------------- Algodon Group, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $1.50 million on $439,982 of sales for the three months ended Sept. 30, 2018, compared to a net loss attributable to common stockholders of $2 million on $273,135 of sales for the same period last year. For the nine months ended Sept. 30, 2018, the Company reported a net loss attributable to common stockholders of $5.74 million on $2.11 million of sales compared to a net loss attributable to common stockholders of $5.79 million on $1.30 million of sales for the nine months ended Sept. 30, 2017. As of Sept. 30, 2018, Algodon Group had $5.26 million in total assets, $4.89 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $8.65 million. The Company incurred losses from continuing operations of $5,207,229 during the nine months ended Sept. 30, 2018 and has an accumulated deficit of $80,751,310 at Sept. 30, 2018. Cash used in operating activities was $4,260,572 for the nine months ended Sept. 30, 2018. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern. The Company is currently funding operations on a month-to-month basis and needs to raise additional capital in order to continue to pursue its business objectives. The Company funded its operations during the nine months ended September 30, 2018 through the proceeds from convertible debt obligations of $2,332,230, proceeds from loans payable of $580,386, and net proceeds from the sale of common stock of $1,323,695. The Company repaid debt of $165,037 during the nine months ended September 30, 2018 and paid cash dividends of $129,297 during the nine months ended September 30, 2018. According to Aldogon Group, "If the Company is not able to obtain additional sources of capital, it may not have sufficient funds to continue to operate the business for twelve months from the date these financial statements are issued. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. Further, there is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company's business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://is.gd/tE9OBh About Algodon Group Through its wholly-owned subsidiaries, Algodon Group, Inc., formerly known as Algodon Wines & Luxury Development Group, Inc. -- http://www.algodongroup.com/-- invests in, develops and operates real estate projects in Argentina. Based in New York, Algodon operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Algodon Wines reported a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $10.04 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $5.39 million in total assets, $4.67 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $8.30 million. Marcum LLP, in New York, the Company's auditor since 2013, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company 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. AMERICAN FORKLIFT: 3rd Preliminary Cash Collateral Order Entered ---------------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has signed a third preliminary order authorizing American Forklift Rental & Supply, LLC's use of cash collateral. The Debtor is authorized to use the cash collateral only in strict accordance with the terms of this interim order. This authorization will continue until further order of the Court. The Debtor will continue its operations and sales in the ordinary course of business and will not use the cash collateral outside the ordinary course of business. The Debtor may use cash collateral to pay: (a) amounts expressly authorized by this Court, including payments to the U.S. Trustee for quarterly fees; (b) the expenses set forth in the budget attached hereto, plus an amount not to exceed 5% for each line item; and (c) such additional amounts as may be expressly approved in writing by Fidelity Bank and/or Seacoast Bank. Fidelity Bank, Seacoast Bank, and each other creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Fidelity Bank Moreover, the Debtor will allow Fidelity Bank access to inspect its collateral upon reasonable prior written notice by Fidelity Bank to Debtor’s counsel. In addition, Debtor will provide reporting on the use of cash collateral to Fidelity on the 15th of each month for the month prior A full-text copy of the Third Preliminary Order is available at http://bankrupt.com/misc/flmb18-04155-113.pdf About American Forklift American Forklift Rental & Supply, LLC -- https://www.americanforkliftrental.com/ -- specializes in forklift rentals for the Central Florida area including Orlando, Tampa, Lakeland, Orange County, Polk County, Lake County, and surrounding areas. It also offers new and used sales on a wide variety of forklifts. American Forklift sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04155) on July 12, 2018. In the petition signed by Joseph Garcia, Jr., managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Cynthia C. Jackson presides over the case. Melissa A. Youngman, Esq., in Altamonte Springs, Florida, serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. AMERICAN FUEL: $1.6M Sale of Substantially All Assets Approved -------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized American Fuel Cell and Coated Fabrics Co.'s sale of substantially all of its assets to LB Amfuel, LLC and LB Amfuel Real Estate, LLC and/or their assigns for $1,625,000, plus assumption of post-petition current working capital liabilities not to exceed $650,000. The sale if free and clear of all obligations, Liens, Encumbrances and other interests of any kind or nature whatsoever (except the Assumed Liabilities), and the transactions contemplated thereby all pursuant to the terms of the Asset Purchase Agreement is approved in all respects. The assumption and assignment of the Assigned Executory Contracts is approved. The Debtor is authorized and directed to pay at Closing the sum of $131,036 reflecting fees and expenses awarded to Forshey & Prostok, LLP for the period from Nov. 26, 2017 through March 31, 2018 under the Court's Order Granting First Interim Application of Forshey & Prostok, LLP, Attorneys for the Debtor, for Allowance of Professional Fees and Reimbursement of Expenses. The Debtor is further authorized to pay Forshey & Prostok, LLP a retainer of $150,000, which will be held in Forshey & Prostok, LLP's trust account until further order of the Court. The 14-day stay period under Bankruptcy Rules 6006(d) is waived. Notwithstanding Bankruptcy Rule 6004(h), the Sale Order will be effective immediately upon entry and the Debtor and the Buyer are authorized to transfer the Subject Assets immediately upon entry of the Sale Order. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/American_Fuel_198_Order.pdf The Purchasers: LB ADVISORS Russell Belinsky Senior Managing Director and Co-Founder E-mail:belinsky@lbadvisors.us - and - JET CAPITAL Glenn Leonard Managing Director E-mail:gleonard@jetcapital.com The Purchasers are represented by: BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Ste. 1000 Fort Worth, Texas 76102 Facsimile: (817) 405-6905 Attn: Joshua Eppich E-mail: Joshua@BondsEllis.com Keith Sutton, Esq. Partner SUTTON PARKFAR Mobile:(310) 275-0804 E-mail: ksutton@spcllp.com J. Robert Forshey, Esq. Matthias Kleinsasser, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 E-mail: bforshey@forsheyprostok.com mkleinsasser@forsheyprostok.com About American Fuel Cell and Coated Fabrics Company Based in Wichita Falls, Texas, American Fuel Cell and Coated Fabrics Company -- http://amfuel.com/-- is engaged in the manufacturing of rubber products supplying fuel cells and flexible liquid storage equipment for the defense and commercial industries. In 1917, American Fuel Cells and Coated Fabrics Company, formerly known as Firestone Tire & Rubber Company, began as a supplier of fuel cells to the U.S. Signal Corp. for aviation needs. American Fuel Cell and Coated Fabrics Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44766) on Nov. 26, 2017. In the petition signed by CEO and President Leonard J. Annaloro, the Debtor estimated assets and estimated liabilities at $1 million to $10 million each. The case is assigned to Judge Mark X. Mullin. Robert J. Forshey, Esq., and Matthias Kleinsasser, Esq., at Forshey & Prostok LLP, serve as counsel to the Debtor. SSG Advisors, LLC, is the Debtor's investment banker. ANAA AVIATION: Continued Interim Cash Collateral Use Okayed ----------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has entered an amended interim order authorizing ANAA Aviation Holdings I, LLC's use of cash collateral on an interim basis, which authorization will continue until further order of the Court. ANAA Aviation is authorized to use cash collateral to pay: (a) amounts expressly authorized by this Court, including payments to the US Trustee for quarterly fees; (b) the expenses set forth in the budget, plus an amount not to exceed 5% for each line item; and (c) such additional amounts as may be expressly approved in writing by Aircraft Logistics Group LLC. The approved Monthly Budget provides total expenses of approximately $ 5,678. Aircraft Logistics Group and each other creditor asserting an interest in cash collateral will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. In addition, the Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Aircraft Logistics Group. A full-text copy of the Amended Interim Order is available at http://bankrupt.com/misc/flmb18-05255-59.pdf About ANAA Aviation Holdings I ANAA Aviation Holdings I, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-05255) on Aug. 28, 2018. In the petition signed by authorized officer, Joseph Dillon, the Debtor estimated less than $1 million in both assets and liabilities. Fisher Rushmer, P.A., led by David R. McFarlin, serves as counsel to the Debtor. Freestream Aircraft USA Ltd. is the Debtor's broker in connection with the sale of its 1992 British Aerospace BAE 125 Series 800A aircraft. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ANDREW'S & SON: Authorized to Use Cash Collateral on Final Basis ---------------------------------------------------------------- The Hon. Ernest M. Robles of the U.S. Bankruptcy Court of the Central District of California has signed an order granting Andrew's & Son Tradings Inc., d/b/a Beston Shoes' Renewed Motion and authorizing the use of cash collateral on a final basis. He further orders that the Debtor will continue make monthly adequate protection payments to First General Bank in the aggregate amount of $1,019 and $100 per month to the remaining creditors, as set forth in the Renewed Motion. A copy of the Final Order is available at http://bankrupt.com/misc/cacb18-18022-65.pdf About Andrew's & Son Tradings Andrew's & Son Tradings Inc., d/b/a Beston Shoes, is in the footwear and athletic shoes business. Andrew's & Son Tradings filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-18022) on July 13, 2018. The petition was signed by Jiazheng Lu, president. The case is assigned to Judge Ernest M. Robles. The Debtor is represented by Christopher J. Langley, Esq. at Law Offices of Langley & Chang. At the time of filing, the Debtor reported total $1.04 million in assets and $3.35 million in debt. ATD CORPORATION: Committee Hires Benesch as Delaware Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of ATD Corporation, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Benesch Friedlander Coplan & Aronoff LLP, as Delaware counsel to the Committee. The Committee requires Benesch to: (a) in conjunction with Kelley Drye & Warren LLP, provide legal advice where necessary with respect to the Committee's powers and duties and strategic advice on how to accomplish the Committee's goals, bearing in mind that the Court relies on Delaware counsel such as Benesch to be involved in all aspects of the bankruptcy proceedings; (b) draft, review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) assist and advise the Committee in its consultation with the Debtors and the U.S. Trustee relative to the administration of these cases; (d) draft, file, and serve documents as requested by Kelley Drye and the Committee; (e) assist the Committee and Kelley Drye, as necessary, in the investigation, including through discovery, of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; (f) compile and coordinate delivery to the Court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines and/or requests; (g) appear in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with Kelley Drye; (h) monitor the case docket and coordinating with Kelley Drye and Province on matters impacting the Committee; (i) participate in calls with the Committee; (j) prepare, update and distribute critical dates memoranda and work group lists; (k) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Kelley Drye on any necessary responses; and (l) provide additional support to Kelley Drye, Province, and the Committee, as requested. Benesch will be paid at these hourly rates: Partners $415 to $650 Associates $270 to $425 Paralegals $230 to $300 Benesch will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. For the period from October 18, 2018 through December 31, 2018. Jennifer R. Hoover, partner of Benesch Friedlander Coplan & Aronoff LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; 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 Debtors, or for any other reason. Benesch can be reached at: Jennifer R. Hoover, Esq. BENESCH FRIEDLANDER COPLAN & ARONOFF LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Tel: (302) 442-7010 Fax: (302) 442-7012 E-mail: jhoover@beneschlaw.com About ATD Corporation Headquartered in Huntersville, North Carolina, ATD Corporation and its subsidiaries -- https://www.atd-us.com/ -- are distributors of replacement tires with more than 140 distribution centers and 1,400 delivery vehicles servicing a geographic region covering more than 90 percent of the replacement tire market for passenger vehicles and light trucks in the United States. ATD offers the broadest variety of products and value-added services that range from premium-quality tires and popular custom wheels to business support services and online platforms that cater to tire retailers and their potential customers. ATD has its own proprietary private-label and exclusive tire brands, such as Hercules and Ironman, to supplement its supply of industry-leading brand-name tires, including Continental, Michelin, Pirelli, Cooper, Nexen, Toyo-Nitto, Hankook, Kumho, and Falken among others. The Debtors and their non-Debtor subsidiaries currently employ approximately 5,500 people in the United States and Canada. ATD Corporation and eight of its affiliates filed for bankruptcy on Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). In the petition signed by CFO William Williams, the Debtors estimated assets and liabilities of $1 billion to $10 billion. The Hon. Kevin J. Carey presides over the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as financial advisor; AlixPartners LLP as restructuring advisor; and Kurtzan Carson Consultants, LLC as notice and claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors on Oct. 19, 2018. The Committee retained Benesch Friedlander Coplan & Aronoff LLP, as Delaware counsel; Province, Inc., as financial advisor; and Kelley Drye & Warren LLP, as lead counsel. ATD CORPORATION: Committee Taps Province as Financial Advisor ------------------------------------------------------------- The Official Committee of Unsecured Creditors of ATD Corporation, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Province, Inc., as financial advisor to the Committee. The Committee requires Province to: a. familiarize with and analyze the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; c. review financial and operational information furnished by the Debtors to the Committee; d. assist the Committee regarding the Debtors' restructuring plan; e. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, SOFAs, Schedules, cash budgets, and Monthly Operating Reports; f. advise the Committee on the current state of these chapter 11 cases; g. prepare, or review as applicable, avoidance action and claim analyses; h. advise the Committee in negotiations with the Debtors and third parties as necessary; i. participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and j. provide other services as are approved by the Committee, the Committee's counsel, and as agreed to by Province. Province will be paid at these hourly rates: Principal $790 to $835 Managing Director $620 to $685 Senior Director $570 to $610 Director $480 to $560 Sr. Associate $395 to $475 Associate $350 to $390 Analyst $285 to $345 Paraprofessional $150 Province will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Atkinson, partner of Province, 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 (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; 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 Debtors, or for any other reason. Province can be reached at: Michael Atkinson PROVINCE, INC. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: (702) 685-5555 About ATD Corporation Headquartered in Huntersville, North Carolina, ATD Corporation and its subsidiaries -- https://www.atd-us.com -- are distributors of replacement tires with more than 140 distribution centers and 1,400 delivery vehicles servicing a geographic region covering more than 90 percent of the replacement tire market for passenger vehicles and light trucks in the United States. ATD offers the broadest variety of products and value-added services that range from premium-quality tires and popular custom wheels to business support services and online platforms that cater to tire retailers and their potential customers. ATD has its own proprietary private-label and exclusive tire brands, such as Hercules and Ironman, to supplement its supply of industry-leading brand-name tires, including Continental, Michelin, Pirelli, Cooper, Nexen, Toyo-Nitto, Hankook, Kumho, and Falken among others. The Debtors and their non-Debtor subsidiaries currently employ approximately 5,500 people in the United States and Canada. ATD Corporation and eight of its affiliates filed for bankruptcy on Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). In the petition signed by CFO William Williams, the Debtors estimated assets and liabilities of $1 billion to $10 billion. The Hon. Kevin J. Carey presides over the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as financial advisor; AlixPartners LLP as restructuring advisor; and Kurtzan Carson Consultants, LLC as notice and claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors on Oct. 19, 2018. The Committee retained Benesch Friedlander Coplan & Aronoff LLP, as Delaware counsel; Province, Inc., as financial advisor; and Kelley Drye & Warren LLP, as lead counsel. AUGUST SAGE: Court Confirms Chapter 11 Plan ------------------------------------------- The Bankruptcy Court has approved the disclosure statement and confirmed the Chapter 11 plan jointly filed by JDHG, LLC, Caribbean Winds, Inc., August Sage Holdings, LLC, and Green Horizon, Inc., after consideration of argument by the Debtors' counsel, the Debtors' statement pursuant to Section 1129 of the Bankruptcy Code, the ballots submitted, the proposed merger agreement, the agreement with ACM CCSC VI-A CAYMAN ASSET CO, the feasibility report, and the MOR's, including August 2018, and there being no objections to both the Plan and the Disclosure Statement. Class 1 under the Second Amended Plan consists of the allowed claims of ACM Cayman. ACM Cayman with claims for $21, 094, 560.24, arising from commercial loans issued to Debtors, secured by Debtors' real properties, will be paid $5,600,000 in full payment and release of all ACM Cayman's claims against the Debtors and Affiliates pursuant to the Discounted Payoff, Settlement and Release Agreement between Debtors and ACM as follows: a first-nonrefundable $500,000 payment due upon the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first; a second non-refundable $500,000 payment due within 45 days from execution of the Agreement to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date whichever occurs first; and third $4,600,000 nonrefundable payment due within 90 days from the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first. The Agreement will be submitted for approval. The Debtors will obtain the funds for such payment from $4,100,000 DIP loan from Acrecent Financial, Inc., a $550,000 contribution from Auberge Haven Inc., and the balance of $950,000 from loans and contributions by John B. Dennis' friends and family members. Estimated recovery for this class is 26%. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb18-02810-11-52.pdf About August Sage Holdings August Sage Holdings LLC owns three properties in San Juan, Puerto Rico, consisting of: (a) 423.72 square meters with a two-story residence (Wind Chimes Hotel); (b) 393.57 square meters with a two-story residence (Wind Chimes Inn Hotel; and (c) 546.07 square meters with a two-story residence (known as Cervantes 12). The company valued the properties at $2.1 million in the aggregate. August Sage Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02808) on May 21, 2018. In the petition signed by John B. Dennis Brull, president, the Debtor disclosed $2.10 million in assets and $1.94 million in liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. AVATAR PACKAGING: $1.1M Sale of All Assets to RF Drew Approved -------------------------------------------------------------- Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida authorized Avatar Packaging, Inc.'s sale of substantially all of its assets and property to RF Drew Park, LLC or its assigns for $1,125,000; and subsequently lease back said assets. The authorization of the sale and leaseback transactions that are the subject of the Motion are contingent upon the consummation of the sales transaction between Redstone Funding, LLC and Centennial Bank for the purchase of the mortgage note and foreclosure judgment. Nothing contained in the Order will adversely impact or effect Paragon FinancialGroup, Inc.'s rights and/or the post-confirmation Debtor's obligations to Paragon as provided in the Debtor's Second Amended Plan of Reorganization, including, but not limited to, the terms and conditions of the Post-Petition Agreements between the Debtor and Paragon dated Feb. 27, 2017, and the Financing Order, which are and will remain in full force and effect and fully binding on the reorganized Debtor and creditors of the reorganized Debtor. About Avatar Packaging Avatar Packaging, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08094) on Sept. 20, 2016. The petition was signed by Vance D. Fairbanks, Jr., chief executive officer. At the time of the filing, the Debtor disclosed $1.79 million in assets and $1.85 million in liabilities. The case is assigned to Judge K. Rodney May. The Debtor is represented by Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A. The Office of the U.S. Trustee on Oct. 19, 2018, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. On Jan. 24, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. BARBARA A. WIGLEY: Appellate Panel Disallows Lariat Claim Entirely ------------------------------------------------------------------ Lariat Companies, Inc., appeals the Feb. 9, 2018 order of the bankruptcy court allowing its claim against Debtor Barbara A. Wigley in the reduced amount of $308,805. Upon review, the U.S. Bankruptcy Appellate Panel for the Eight Circuit vacates and remands. A bankruptcy court may not allow a claim that is unenforceable against the debtor unless the claim is only unenforceable because it is contingent or unmatured. With respect to the bankruptcy court's first holding, Debtor argues Lariat's claim against Debtor's spouse has been paid in full and is therefore unenforceable against Debtor. The Court agrees. The bankruptcy court correctly noted Debtor's liability to Lariat arises under the Minnesota Uniform Fraudulent Transfer Act. And Debtor's liability to Lariat arises only under those provisions: Debtor was neither a party to the lease between Lariat and Baja Sol nor a guarantor of Baja Sol's performance under the lease. However, as the Panel held in Lariat's appeal from the bankruptcy court's initial determination that Lariat's claim against Debtor's spouse should be capped at $445,272.93, MINN. STAT. sections 513.41-513.51 do not create a "new" claim. A predicate claim is required. The bankruptcy court ultimately capped Debtor's spouse's liability under the guaranty judgment at $553,271. Debtor's spouse has paid Lariat that amount, plus interest. Lariat's predicate claim has thus been satisfied: Lariat cannot recover any additional amount from Debtor's spouse. That being so, there are no preexisting creditor rights left for MINN. STAT. sections 513.41-513.51 to protect in this case. Consequently, Lariat no longer has a claim against Debtor. This conclusion is entirely in keeping with both the language and the spirit of MINN. STAT. section 513.41-513.51, which limit a creditor's recovery to "the value of the asset transferred . . . or the amount necessary to satisfy the creditor's claim, whichever is less." If Lariat were allowed to recover any amount from Debtor, Lariat's recovery under the guaranty judgment would be more than the amount necessary to satisfy its predicate claim. The Panle, thus, vacates the bankruptcy court's Feb. 9, 2018 order allowing Lariat's claim against Debtor in the reduced amount of $308,805 and remands for entry of an order disallowing Lariat's claim in its entirety. A copy of the Court's Decision dated Nov. 9, 2018 is available for free at: http://bankrupt.com/misc/mnb16-43707-252.pdf Barbara A. Wigley filed for chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 16-43707)on Dec. 19, 2016, and is represented by Joel D. Nesset, Esq. of Cozen O’Connor. BITE THE BULLET: Meisters Oppose OK of Amended Plan, Disclosures ---------------------------------------------------------------- David and Diane Meister, creditors and holders of 50% of the equity securities of Debtor Bite the Bullet, LLC, object to final approval of the Debtor's amended disclosure statement and confirmation of the amended chapter 11 plan. The Meisters complain that the Amended Disclosure Statement does not contain "adequate information" in the manner required by the Bankruptcy Code, specifically, section 1125. The Amended Disclosure Statement filed by the Debtor falls well short of this mark. In one of the more glaring deficiencies, the Debtor fails to disclose, let alone detail, the substantial claims that exist against Zitiello and his cohorts for, among other things, breach of fiduciary duty and receipt of avoidable transfers, that collectively represent a significant asset of the estate. The resulting understatement of assets in the Amended Disclosure Statement is further aggravated by the Debtor's failure to include additional assets such as cash on hand, which according to the most recent monthly operating report for the period ending Sept. 30, 2018 filed by the Debtor aggregates $96,738.88. Nor is there any discussion in the Amended Disclosure Statement of other valuable assets such as equipment and inventory which are stated in parts 5 and 8 in the Schedules as totaling $412,426.02 in value. The Meisters also assert the amended plan was not proposed in good faith. The Debtor's Amended Plan demonstrates a lack of fundamental fairness to the Meisters. The Meisters hold substantial claims against the Debtor that were not listed in the Schedules. When combined with the unauthorized commencement of this case and Zitiello's negligible New Value Contribution, it is clear that the Debtor's Amended Plan lacks good faith. The Amended Plan also violates the feasibility requirement contained in section 1129(a)(11) of the Bankruptcy Code since the Debtor is likely to require further financial reorganization as a result of its recent history of substantial losses even while operating under the protection of the Bankruptcy Code. A copy of the Meisters' Objection is available for free at: http://bankrupt.com/misc/nvb18-12813-167.pdf According to the amended reorganization plan filed on Oct. 11, creditors holding Class 2 general unsecured claims will receive payment of $1,500 in 2020, and $15,000 in 2021. In addition, unsecured creditors will be paid 80% of the net amount the company will recover from the adversary case (Case No18-01065) it filed against equity holders David and Diane Meister. The case seeks avoidance and recovery of $292,999.81 in transfers of the company's property made to the Meisters prior to the petition date. A copy of the amended Chapter 11 plan of reorganization is available for free at: http://bankrupt.com/misc/nvb18-12813-145.pdf A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/nvb18-12813-144.pdf Counsel for David and Diane Meister: Jeffrey M. Levinson (Ohio Bar No. 0046746) (Admitted Pro Hac Vice) LEVINSON LLP 55 Public Square, Suite 1750 Cleveland, OH 44113 Tel (216) 514-4935 Fax (216) 532-2212 Email: jml@jml-legal.com About Bite the Bullet Bite The Bullet LLC -- https://www.bitethebullet.co -- is an ammunition supplier based in Las Vegas, Nevada. Bite the Bullet is a licensed, insured, and ATF approved Federal Firearm License (FFL) manufacturer of commercially loaded Ammo. Since 2013, Bite the Bullet has been supplying bulk ammo online offering a variety of high use popular calibers. Bite The Bullet LLC, based in North Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-12813) on May 16, 2018. In the petition signed by David Zitiello Jr., managing member, the Debtor disclosed $465,433 in assets and $1.26 million in liabilities. The Hon. Laurel E. Babero presides over the case. Robert Atkinson, Esq., at Atkinson Law Associates Ltd., serves as bankruptcy counsel. BLACK BOX: Posts Second Quarter Net Income of $22.9 Million ----------------------------------------------------------- Black Box Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $22.89 million on $158.7 million of total revenues for the three months ended Sept. 29, 2018, compared to a net loss of $11.40 million on $164.5 million of total revenues for the three months ended Sept. 30, 2017. For the six months ended Sept. 29, 2018, the Company reported net income of $15.57 million on $321.2 million of total revenues compared to a net loss of $21.14 million on $325.2 million of total revenues for the six months ended Sept. 30, 2017. As of Sept. 29, 2018, Black Box had $297.8 million in total assets, $237.8 million in total liabilities, and $59.94 million in total stockholders' equity. Black Box stated, "A majority of our revenues are generated through individual sales of services and products. Approximately 20% of our revenues are generated from long-term support contracts. We depend on repeat client business, as well as our ability to develop new client business, to sustain and grow our revenues. Most significant orders are subject to a competitive bidding process and, generally, competition can be significant for such new orders. Our business model provides us with flexibility in terms of capital expenditures and other required operating expenses. "We seek to allocate company resources in a manner that will enhance our operating results. Our discretionary investments include: investments in growth programs and infrastructure and repaying our debt." Net cash used for continuing operating activities was $10,281,000 due primarily to Net loss of $15,064,000 inclusive of non-cash charges, and cash inflows of $5,256,000, $4,373,000 and $4,208,000 for All other liabilities, All other assets, and Inventories, respectively, partially offset by cash outflows of $5,789,000 for Costs/estimated earnings in excess of billings on uncompleted contracts, compared to net cash used for continuing operating activities of $15,938,000 in the same period last year, due primarily to Net loss of $23,363,000 inclusive of non-cash charges, and cash outflows of $8,240,000 and $3,248,000 for All other liabilities and Inventories, respectively, partially offset by cash inflows of $9,011,000 for Accounts receivable. Changes in the above accounts are based on average Fiscal 2019 and Fiscal 2018 exchange rates, as applicable. The Company made investments of $769,000 compared to $2,327,000 in the same period last year which primarily related to information technology infrastructure, computer hardware and service vehicles. The Company repaid $7,029,000 of short-term debt and $48,623,000 of long-term debt. These payments were funded by the sale of the Company's Federal Business, which generated proceeds of approximately $66.2 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/e2db7H About Black Box Black Box Corporation -- http://www.blackbox.com/-- is a digital solutions provider dedicated to helping customers design, build, manage, and secure their IT infrastructure. Offerings under the Company's services platform include unified communications, data infrastructure and managed services. Offerings under the Company's products platform include IT infrastructure, specialty networking, multimedia and keyboard/video/mouse switching. Black Box reported a net loss of $100.09 million for the year ended March 31, 2018, compared to a net loss of $7.05 million for the year ended March 31, 2017. As of June 30, 2018, Black Box had $366.9 million in total assets, $330.08 million in total liabilities and $36.77 million in total stockholders' equity. The audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. BDO USA, LLP, the Company's auditor since 2005, noted that the Company has suffered recurring losses from operations, has negative operating cash flow and is dependent upon raising additional capital or refinancing its debt agreement to fund operations that raise substantial doubt about its ability to continue as a going concern. BOSTON LANGUAGE: Court Junks RREF's Bid for Relief from Stay ------------------------------------------------------------ Bankruptcy Judge Joan N. Feeney denied RREF II Kenmore Lessor II, LLC's motion for relief from stay to proceed with summary process eviction. RREF, a Massachusetts limited liability company and an affiliate of Related Beal, supported its stay relief motion with the affidavit of Will Grosvenor, a Director and General Manager for Related Beal, a real estate development and management company, which, through affiliated companies, owns commercial real estate throughout the region, including 648 Beacon Street, Boston, Massachusetts where Debtor Boston Language Institute, Inc. operates its business as a tenant under a written Lease for premises, defined as "[t]he entire third floor” of "One Kenmore Centre, 642-648 Beacon Street, Boston, Massachusetts. It seeks relief from the automatic stay pursuant to 11 U.S.C. section 362(d)(1) and (d)(2). The issue presented by the stay relief motion is whether RREF has established that it, in fact, intends to "substantially rehabilitate all or any substantial portion of the Building (two or more floors)" containing the Debtor's leased premises pursuant to a "Notice of Termination of Lease and Tenant's Right to Possession" dated June 28, 2017. In its stay relief motion, it stated that it had determined "to renovate the premises and building, specifically, the First, Second, and Third Floors," although it also stated that "[i]t has been planned that space on the Third Floor [occupied by the Debtor] will house a site construction and sales office for premises owned by Related Beal or its affiliates.” The Debtor, in its Opposition, denied that RREF is planning "substantial rehabilitation" referencing the records of the Boston Redevelopment Authority in which RREF and Related Beal represented that they planned “modest modifications." Based upon the evidence presented, the Court concludes that at this time RREF and Related Beal intend a substantial rehabilitation of the building located at 642-648 Beacon Street in conjunction with its plans to demolish and redevelop a block of buildings in Kenmore Square. The exhibits submitted at the evidentiary hearing and the testimony given established that both the first and third floors will undergo substantial rehabilitation. The rehabilitation of the first floor areas formerly occupied by Bruegger's Bagels and the Falafelshop, however, will not affect the Debtor as access to those spaces is via separate entrances. The building unquestionably is outdated and in need of both cosmetic and environmental rehabilitation, particularly because of the existence of hazardous materials present in the flooring, windows and elsewhere. Nevertheless, RREF's present position that it intends to gut the third floor occupied by the Debtor is a recent contrivance, particularly where it referenced "modest modifications" in the Jan. 26, 2018 letter to the Boston Redevelopment Authority and the absence of alterations or updates to existing tenant spaces in PCA's March 1, 2018 proposal. With respect to RREF's request for relief under section 362(d)(2), RREF submitted no specific evidence as to the Debtor's equity in the Lease, although given its position regarding the Lease Termination and the expiration of the Lease in 2020, the Court can infer that it believes the Lease has no value. The Debtor, at this stage of its case, has established that an effective reorganization is in prospect. The adequate protection offered by the Debtor and its existing plans for reorganizing cannot insulate the Debtor from the Notice of Termination of Lease and, more importantly, the expiration of the stated term of the Lease in 2020. In other words, even accepting the Debtor's position that RREF's Notice of Lease Termination was a pretext for ridding itself of an unfavorable lease, the Debtor cannot occupy the third floor of 648 Beacons Street after the expiration of the stated term of its Lease unless it negotiates a new lease with RREF. Under all these circumstances, the Court concludes that RREF has not set forth a colorable claim to relief at this time. Because the Debtor is providing RREF with adequate protection and has demonstrated a commitment to an effective reorganization, the Court denies RREF's stay relief motion without prejudice to renewal in the event the Debtor fails to file a plan of reorganization and disclosure statement on or before Feb. 15, 2019. A copy of the Court's Memorandum dated Nov. 13, 2018 is available at: http://bankrupt.com/misc/mab18-12508-78.pdf About The Boston Language Institute The Boston Language Institute, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-12508) on June 29, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Joan N. Feeney presides over the case. The Debtor tapped Law Offices of John F. Sommerstein as its legal counsel. BRITLIND OIL: Seeks to Hire Eric A. Liepins as Counsel ------------------------------------------------------ Britlind Oil, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C., as counsel to the Debtor. Britlind Oil requires Eric A. Liepins to provide legal services and represent the Debtor in connection to the Chapter 11 bankruptcy proceedings. Eric A. Liepins will be paid at these hourly rates: Attorneys $275 Paralegals/Legal Assistants $30 to $50 Eric A. Liepins will be paid a retainer in the amount of $5,000. Eric A. Liepins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, a partner at Eric A. Liepins, 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. Eric A. Liepins can be reached at: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Britlind Oil Britlind Oil, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-33693) on Nov. 7, 2018, disclosing under $1 million in assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. BTO TRUCKING: People's United Prohibits Use of Cash Collateral -------------------------------------------------------------- People's United Equipment Finance Corp. ("PUEFC") requests the United States Bankruptcy Court for the District of South Carolina to (a) prohibit BTO Trucking, LLC's use of cash collateral or, in the alternative, (b) direct BTO to provide PUEFC with immediate adequate protection for any such cash collateral, and (c) segregate and account for all cash collateral in BTO's possession, custody or control or held by BTO as of and at all times after the Petition Date. As of the Petition Date, the Debtor owes PUEFC the aggregate sum of $395,686. From February 14, 2018 through and including the Petition Date, the Debtor has been -- and continues to be -- indebted to PUEFC as evidenced by certain loan documents On October 19, 2018 -- two days after the Petition Date -- PUEFC informed the Debtor's counsel in writing that it was not consenting to the use of its cash collateral. PUEFC's counsel has also discussed with Debtor's counsel -- and reemphasized by email correspondence dated October 24, 2018 -- that PUEFC does not consent to use of any cash collateral. PUEFC specifically reserves its right to object if the Debtor should file any motion for authority to use cash collateral prior to the hearing on its Motion. PUEFC requests that the status quo be preserved to permit PUEFC an opportunity to investigate and evaluate its cash collateral position. PUEFC contends that the Debtor has not yet even filed its Schedules of Assets and Liabilities and Statement of Financial Affairs. Thus, until the Debtor files its Schedules and Statement, PUEFC cannot adequately evaluate any alleged priority issues between itself and other creditors, and, thus, PUEFC submits that maintaining the status quo is necessary to protect its cash collateral interests. Moreover, if the Court should not completely prohibit the Debtor's use of cash collateral, PUEFC asks the Court to enter an order adequately protecting the interest of PUEFC in all its cash collateral, including, but not necessarily limited to, an order requiring the Debtor: (a) To immediately segregate and provide to PUEFC current and periodic accountings for all cash collateral that is now, or has been, in the Debtor's possession, custody, or control as of and at all times after the Petition Date; (b) To pay to PUEFC, immediately upon receipt, all cash proceeds necessary to liquidate amounts due and owing to PUEFC for each item of its collateral sold (although the Debtor has been and is by virtue of the Security Agreement, prohibited from selling any of the collateral against which PUEFC holds a first priority lien security interest); (c) To continue segregating and providing weekly accountings of all cash collateral of PUEFC that comes into the Debtor's possession, custody, or control and that is not immediately delivered to PUEFC; (d) To give PUEFC access to all books and records and access to key employees of the Debtor related to or who may have knowledge of PUEFC's Certificated Collateral and Blanket Personal Property, including collateral and cash collateral; (e) To maintain a separate deposit account with a financial institution acceptable to PUEFC and into which any cash collateral not immediately remitted to PUEFC will be placed pending payment to PUEFC; (f) To provide periodic cash payments to PUEFC for the Debtor's use of PUEFC's cash collateral; and (g) To provide to PUEFC proof of adequate insurance on PUEFC's Certificated Collateral and Blanket Personal Property, procured at the Debtor’s expense, naming PUEFC as loss payee under such insurance policy. Attorney for People's United Equipment Finance Corp. Rory D. Whelehan, Esq. WHELEHAN LAW FIRM, LLC 200 North Main Street, Suite 301-D Greenville, South Carolina 29601 Tel: (864) 908-3917 Cell: (864) 414-5216 E-mail: rwhelehan@whelehanlaw.com About BTO Trucking BTO Trucking, LLC, filed a Chapter 11 petition (Bankr. D.S.C. Case No. 18-05250) on Oct. 17, 2018. In the petition signed by Deldrick King, principal, the Debtor estimated less than $50,000 in assets and less than $500,000 in debt. R. Michael Drose, Esq., at Drose Law Firm, serves as counsel to the Debtor. BTO TRUCKING: Seeks to Hire Drose Law Firm as Attorney ------------------------------------------------------ BTO Trucking, LLC, seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Drose Law Firm, as attorney to the Debtor. BTO Trucking requires Drose Law Firm to: a. provide the Debtor legal advice with respect to the corporations powers and duties as debtor in possession in the continued operation of business affairs and management of the corporation's property; b. prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; and c. assist in the preparation of a Disclosure Statement and Plan of Reorganization. Drose Law Firm will be paid at these hourly rates: Attorneys $375 Paralegals $75 Drose Law Firm will be paid a retainer in the amount of $10,000. Drose Law Firm received from the Debtor $12,000 as retainer and filing fee. $5,000 of the retainer was deposited into the firm's general account and considered earned for services provided prepetition. The balance of $5,000 will be held in trust pending further order of the Bankruptcy Court. Drose Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Michael Drose, a partner at Drose 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. Drose Law Firm can be reached at: R. Michael Drose, Esq. DROSE LAW FIRM 3955 Faber Place Drive, Suite 103 North Charleston, SC 29405 Tel: (843) 767-8888 Fax: (843) 620-1035 About BTO Trucking, LLC BTO Trucking, LLC, sought Chapter 11 protection (Bankr. D.S.C. Case No. 18-05250) on Oct. 17, 2018. In the petition signed by Deldrick King, principal, the Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Michael Drose, Esq., at Drose Law Firm, as counsel. CAMBER ENERGY: Signs Investor Relating Consulting Agreement ----------------------------------------------------------- Camber Energy, Inc. has entered into a consulting agreement with Regal Consulting, an investor relations firm, pursuant to which the firm agreed to provide the Company investor relations and consulting services, for a period of six months, in consideration for $28,000 and 200,000 restricted shares of the Company's common stock, per month. A full-text copy of the Consulting Agreement is available for free at https://is.gd/7qWwEa. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber Energy reported a net loss of $24.77 million for the year ended March 31, 2018, compared to a net loss of $89.12 million for the year ended March 31, 2017. As of Sept. 30, 2018, the Company had $6.98 million in total assets, $4.69 million in total liabilities, and $2.29 million in total stockholders' equity. GBH CPAs, PC's audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company has incurred significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. CARIBBEAN WINDS: Court Confirms Chapter 11 Plan ----------------------------------------------- The Bankruptcy Court has approved the disclosure statement and confirmed the Chapter 11 plan jointly filed by JDHG, LLC, Caribbean Winds, Inc., August Sage Holdings, LLC, and Green Horizon, Inc., after consideration of argument by the Debtors' counsel, the Debtors' statement pursuant to Section 1129 of the Bankruptcy Code, the ballots submitted, the proposed merger agreement, the agreement with ACM CCSC VI-A CAYMAN ASSET CO, the feasibility report, and the MOR's, including August 2018, and there being no objections to both the Plan and the Disclosure Statement. Class 1 under the Second Amended Plan consists of the allowed claims of ACM Cayman. ACM Cayman with claims for $21, 094, 560.24, arising from commercial loans issued to Debtors, secured by Debtors' real properties, will be paid $5,600,000 in full payment and release of all ACM Cayman's claims against the Debtors and Affiliates pursuant to the Discounted Payoff, Settlement and Release Agreement between Debtors and ACM as follows: a first-nonrefundable $500,000 payment due upon the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first; a second non-refundable $500,000 payment due within 45 days from execution of the Agreement to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date whichever occurs first; and third $4,600,000 nonrefundable payment due within 90 days from the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first. The Agreement will be submitted for approval. The Debtors will obtain the funds for such payment from $4,100,000 DIP loan from Acrecent Financial, Inc., a $550,000 contribution from Auberge Haven Inc., and the balance of $950,000 from loans and contributions by John B. Dennis' friends and family members. Estimated recovery for this class is 26%. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb18-02810-11-52.pdf About Caribbean Winds Inc. Caribbean Winds Inc. owns in fee simple the Acacia Seaside Inn Hotel located at No. 8 Taft Street, Santurce Ward, San Juan, Puerto Rico, having an appraised value of $1.4 million. Caribbean Winds sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02809) on May 21, 2018. In the petition signed by John B. Dennis Brull, president, the Debtor disclosed $7.06 million in assets and $20.22 million in liabilities. Judge Brian K. Tester presides over the case. CBAK ENERGY: Reports $7.92 Million Net Income for Third Quarter --------------------------------------------------------------- CBAK Energy Technology, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $7.92 million on $5.58 million of net revenues for the three months ended Sept. 30, 2018, compared to a net loss of $4.20 million on $17.75 million of net revenues for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported net income of $1.90 million on $14.95 million of net revenues compared to a net loss of $10.02 million on $27.80 million of net revenues for the same period during the prior year. As of Sept. 30, 2018, the Company had $132.15 million in total assets, $128.18 million in total liabilities, and $3.97 million in total equity. Liquidity and Capital Resources CBAK Energy has financed its liquidity requirements from short-term bank loans, other short-term loans and bills payable under bank credit agreements, advances from our related and unrelated parties, investors and issuance of capital stock. As of Sept. 30, 2018, the Company had cash and cash equivalents of $0.7 million. Its total current assets were $64.0 million and its total current liabilities were $96.0 million, resulting in a net working capital deficiency of $32.0 million. The Company said these factors raise substantial doubts about its ability to continue as a going concern. The Company has obtained $9.6 million and $nil through equity financing in 2017 and 2018, respectively, and it also has obtained banking facilities from various local banks in China. As of Sept. 30, 2018, the Company had unutilized committed banking facilities of $16.8 million. "We are currently expanding our product lines and manufacturing capacity in our Dalian plant, which require more funding to finance the expansion. We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. We plan to renew these loans upon maturity, if required, and plan to raise additional funds through bank borrowings and equity financing in the future to meet our daily cash demands, if required. However, there can be no assurance that we will be successful in obtaining this financing. If our existing cash and bank borrowing are insufficient to meet our requirements, we may seek to sell equity securities, debt securities or borrow from lending institutions. We can make no assurance that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of equity securities, including convertible debt securities, would dilute the interests of our current shareholders. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer. "In the meanwhile, due to the growing environmental pollution problem, the Chinese government is currently providing strong support to the industry of new energy facilities and vehicle. It is expected that we will be able to secure more potential orders from the new energy market, especially from the new energy storage market and the electric vehicle market. We believe with that the booming future market demand in high power lithium ion products, we can continue as a going concern and return to profitability," CBAK Energy stated in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/RYhbEQ About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of US$21.46 million for the year ended Dec. 31, 2017 compared to a net loss of US$12.65 million for the year ended Sept. 30, 2016. As of June 30, 2018, the Company had US$135.68 million in total assets, US$139.20 million in total liabilities and a total deficit of US$3.51 million. Centurion ZD CPA Limited, in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017 stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2017. All these factors raise substantial doubt about its ability to continue as a going concern. CENGAGE LEARNING: S&P Alters Outlook to Negative & Affirms B- ICR ----------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Boston-based Cengage Learning Holdings II Inc. to negative from stable and affirmed its 'B-' issuer credit rating. S&P said, "At the same time, we affirmed our 'B+' issue-level rating on the company's $250 million asset-based loan (ABL) revolving credit facility due 2021. The '1' recovery rating reflects our expectation for very high recovery (90%-100%; rounded estimate: 95%) of principal in the event of a payment default. "We also affirmed our 'B' issue-level rating on Cengage's first-lien term loan due 2023. The recovery rating remains '2', indicating our expectation for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of default. In addition, we affirmed our 'CCC' issue-level rating on the company's senior unsecured notes due 2024. The recovery rating remains '6', indicating our expectation for negligible recovery (0%-10%; rounded estimate: 5%) of principal in the event of a payment default." The company issues all of the debt via its subsidiary, Cengage Learning Inc. S&P said, "The negative outlook reflects our expectation that Cengage will generate around $5 million of reported FOCF in fiscal 2019, substantially lower than our previous forecast of close to $90 million because of higher operating costs and capital spending. We also expect fiscal 2019 reported EBITDA to decline by about 10%, reflecting $30 million in higher employee compensation costs and close to $20 million increased spending related to digital initiatives for the first six months of fiscal 2019. As a result, we now expect adjusted FOCF to debt to decline to about 1% and adjusted debt to EBITDA to increase by roughly one turn to 9.4x in fiscal 2019. We expect lower digital investment spending and compensation costs to result in improved cash flows in fiscal 2020." Cengage launched its new unlimited digital subscription offering (Cengage Unlimited) during the second fiscal quarter of 2019. S&P said, "Although initial adoption rates and sales are encouraging, we think the company may need to continue investments for at least another 12 months in order to accelerate adoption growth. We also see the risk that sale and profits from digital initiatives could be insufficient to offset declines at the company's core print business. Given the company's highly leveraged balance sheet and expectations for continued secular declines in the print textbook segment, we believe the company's capital structure could become unsustainable if its digital initiatives are unsuccessful, textbook print revenue declines accelerate, leading to continued weak FOCF generation." Cengage has implemented strategic initiatives in an attempt to stabilize and increase its Learning segment revenue. These initiatives include a new digital subscription offering (Cengage Unlimited) and a partnership to share revenue with rental providers, which could lead to higher revenue over the long run. S&P said, "However, we believe the company faces execution risk as it transitions to this new model. In particular, the company's new digital subscription offering marks a meaningful change in strategy and industry economics. We believe Cengage will need good adoption growth over the next few semesters to increase its average revenue per student, improve profitability, and cash flow generation. However, we expect the secular decline in Cengage's print textbook sales to persist, resulting in print decline 25%-30% over the next two years." S&P said, "The negative outlook reflects the high execution risk the company faces as it seeks to change the industry economic model, our uncertainty of the impact on the company's profitability, and the risk that free cash flow generation could remain depressed over the next 12 to 18 month. This could be due to continued investments to raise digital adoption rates, which results in adjusted FOCF to debt remaining below 3%. "We could lower the rating over the next 12 months to 18 months if the company's liquidity weakens such that cash balances fall below $250 million after its peak summer season and the company has to draw on the revolver. This scenario include accelerated textbook revenue declines, an unsuccessful digital strategy (slow adoption growth despite further business investments), greater competition, and loss in market share that leads to a 300 basis point (bps) decline from our fiscal 2019 forecast and negative FOCF. We could also lower our rating if we forecast a payment default or we become convinced the company would struggle to service its debt or refinance its debt at maturity. "We could revise the outlook to stable if the company gains meaningful traction with its digital strategy, which results in EBITDA growth and adjusted FOCF to debt increasing to the 3% to 5%." CHAMPION BLDRS: Seeks to Hire Hinkle Law Firm as Counsel -------------------------------------------------------- Champion Bldrs., LLC, seeks authority from the U.S. Bankruptcy Court for the District of Kansas to employ Hinkle Law Firm LLC, as counsel to the Debtor. Champion Bldrs requires Hinkle Law Firm to: (a) advise the Debtor of its rights, powers and duties as a Debtor-in-Possession, including those with respect to the continued operation and management of its business and property; (b) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (c) investigate into the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of said liens; (d) investigate and advise the Debtor concerning and taking such action as may be necessary to collect income and assets in accordance with applicable law, and recover property for the benefit of the Debtor's estate; (e) prepare on behalf of the Debtor such applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and review the financial and other reports to be filed herein; (f) advise the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed and served herein; (g) counsel the Debtor in connection with the formulation, negotiation and promulgation of plan or plans of reorganization and related documents; and (h) perform such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. Hinkle Law Firm will be paid at these hourly rates: Edward J. Nazar $325 Martin R. Ufford $290 W. Thomas Gilman $300 Nicholas R. Grillot $250 Hinkle Law Firm has received a prepetition retainer in the sum of $20,472 for potential fees and expenses. Prior to the filing of the bankruptcy case, Hinkle Law Firm debited the retainer account for payment of prepetition fees of $7,111.42. The net sum of $13,361.06 remains. Hinkle Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward J. Nazar, partner of Hinkle Law Firm LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hinkle Law Firm can be reached at: Edward J. Nazar, Esq. HINKLE LAW FIRM LLC 1617 North Waterfront Parkway, Suite 400 Wichita, KS 67206-6639 Tel: (316) 267.2000 Fax: (316) 264.1518 E-mail: enazar@hinklaw.com About Champion Bldrs. Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In the petition signed by Greg L. Murray, president/manager, the Debtor disclosed $1,964,150 in assets and $3,411,715 in liabilities. The Hon. Robert E. Nugent presides over the case. Edward J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy counsel. CHECKMATE KING: Court Approves 2nd Amended Plan Outline ------------------------------------------------------- Bankruptcy Judge Neil W. Bason issued an order approving Checkmate King Co., Ltd.'s second amended disclosure statement referring to its second amended plan dated Oct. 10, 2018. At the Nov. 6, 2018 hearing, the Court conditionally approved the Plan; however, the Parties were directed to upload a separate order (which must include the provisions stated on the record, including extending the deadline for the effective date). Additionally, a condition for the effective date is that the Japanese property must be listed for sale, and before that can happen Debtors must retain a real estate agent in Japan, who must be approved by this Court as a professional under 11 U.S.C. 327 and, presumably, 328. About Checkmate King Co., Ltd Founded in 1988, Checkmate King Co., Ltd. is a privately held company in the family clothing stores business. Based in City of Industry, California, Checkmate King Co., Ltd filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-22648) on October 16, 2017. The petition was signed by Yuichiro Sakurai, president. The Hon. Neil W. Bason presides over the case. Robert M. Aronson at the Law Office of Robert M. Aronson serves as bankruptcy counsel. At the time of filing, the Debtor estimates $4.83 million in assets and $6.14 million in liabilities. CHRISTIAN CARE: Fitch Affirms BB+ Ratings on $54-Mil. Revenue Bonds ------------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by Mesquite Health Facilities Development Corporation, TX on behalf of Christian Care Centers: -- $24.4 million retirement facility revenue bonds, series 2016; -- $29.785 million retirement facility revenue bonds, series 2014. The Rating Outlook remains Negative. SECURITY The bonds are secured by a gross revenue pledge, mortgage liens on Christian Care's property, and debt service reserve funds. KEY RATING DRIVERS PRESSURE FROM TRANSFORMATION PROJECT: Maintenance of the Negative Outlook on Christian Care reflects Fitch's expectation that pressure on coverage and liquidity will continue into fiscal 2019 as a result of its transformation project. The project has included the addition of independent living unit (ILUs), assisted living unit (ALUs), memory care MC) units at the Allen campus, conversion of the skilled nursing facility (SNF) at the Fort Worth campus to assisted living, and reconfiguration of SNF operations at the Mesquite campus to increase private rooms. Christian Care reports that projects are complete with the exception of the Mesquite campus SNF configuration, which is expected to be complete by the end of Jan. 2019. The projects are designed to position Christian Care to realize improved profitability based on the increase in ILUs and reduced exposure to risks associated with governmental payors. TRANSITIONING OPERATIONS: Christian Care has realized some year-over-year improvement in ILU, ALU and MC occupancy through Sept. 30, 2018 (Dec. 31 year-end) as its projects reach completion. Its operating ratio through the first nine months of fiscal 2018 of 99.2% is improved from 102.5% in fiscal 2017 and favorable to Fitch's below-investment grade (BIG) category median of 101.6%. SNF occupancy remained low through the first nine months of the fiscal year due to operating difficulties since addressed. The current rating assumes ongoing utilization gains into fiscal 2019, reflecting a substantially full year of stabilized operations. IMPROVING MARGINS; WEAK LIQUIDITY: A fiscal year to date (September 30) net operating margin of 7.8% is improved from 3.9% in fiscal 2017 and favorable to Fitch's BIG category median of 5.1%. Cash to debt of 26.2% is light in relation to Fitch's BIG category median of 32.1%. Modest liquidity is somewhat mitigated by Christian Care's ILU residency agreements -- rental contract and fee-for-service arrangements -- which lack exposure to long-term healthcare liability risks. Fitch expects Christian Care's liquidity to remain modest during the next two years based on its plans to cash fund ILU and AL upgrades in order to bolster its competitive position. ELEVATED DEBT PROFILE: Leverage is high as measured by maximum annual debt service (MADS) coverage of 1.1x through Sept. 30 2018, unfavorable in relation to Fitch's BIG category median of 1.3x. Christian Care calculates historical debt service coverage per its master trust indenture (MTI) of 1.16x through the first nine months of fiscal 2018. To the extent that historical coverage is below 1.20x at the December 31 measurement date, the MTI requires retention of a consultant within 30 days following the calculation to make recommendations with respect to rates, fees, and charges and operations. RATING SENSITIVITIES OCCUPANCY AND UNIT/PAYOR MIX: Inability of Christian Care Centers to improve assisted living unit, memory care and skilled nursing facility occupancy levels and skilled nursing facility payor mix could pressure operating results and result in a rating downgrade. WEAKENED OPERATING PERFORMANCE AND LIQUIDITY: Inability of Christian Care Centers to improve coverage or a sustained loss of liquidity could put pressure on the current rating. Improved coverage and liquidity could result in revision of the rating outlook to Stable. CREDIT PROFILE Christian Care serves the Dallas-Fort Worth metroplex with three senior living campuses in Mesquite, Fort Worth and Allen Texas. Aggregate capacity as of Sept. 30, 2018 consists of 409 ILUs, 232 ALUs - including 77 MC units, and 127 SNF beds. Total fiscal 2017 operating revenue was $35 million. STABILIZING OPERATIONS Occupancy averaged a strong 91% for ILUs, 92% for ALUs, and 90% for SNFs between fiscal 2012 and 2016. Christian Care has benefited from desirable locations, religious affiliation, and a reputation for quality care. A decline in fiscal 2017 utilization resulted from the planned SNF changes and the Allen campus fill up period, which was extended for the MC units due to competition from stand-alone ALU and MC facilities. Overall occupancy through the first nine months of fiscal 2018 of 87.1% is improved from the fiscal 2017 average of 84.4% and incorporates ILU occupancy of 92.6%, as well as occupancies of 75.3% (SNF), 84.6% (ALU), and 82.5% (MC), generally improved from fiscal 2017, but still weak in relation to historical averages. Fitch expects Christian Care to realize improved occupancy levels in fiscal 2019 based on material completion of its transformation projects, new management attention focused on SNF operations and enhanced relationships with referring organizations. IMPROVING MARGINS; WEAK LIQUIDITY Christian Care turned around a four-year trend of deteriorating margins with a fiscal year to date net operating margin of 7.8%. The recent history of declining margins reflects pressure from governmental payors at Christian Care's skilled care centers. Medicaid reimbursement has not kept pace with general expense growth and Medicare payments were reduced by the clinical transformation of post-acute care services. Fitch expects the recent selection of a new President and CEO, as well as retention of an experienced skilled nursing manager to support a modest improvement in fiscal 2019 margins. Fitch continues to believe that significant margin improvement necessitates both revenue growth and cost savings. Reduced exposure to governmental payors is likely to help Christian Care's profitability; however, this is dependent on the timing of resident turnover through attrition. Christian Care calculates 152 days cash on hand at Sept. 30, 2018 compared to its MTI liquidity covenant of 160 days prior to stable operations. MTI days cash on hand increases to 170 on the Dec. 31, 2019 testing date and 180 days thereafter. Management anticipates potentially remaining below its liquidity covenant requirements over the next couple of years as cash is used to renovate its ILUs and ALUs given the regional competitive market. Upon failure to achieve at least 160 days cash on hand, the MTI requires that Christian Care submit to the master trustee an officer's certificate disclosing such deficiency, setting for the reasons for the deficiency and adopting a plan to address the liquidity shortfall. The MTI requires the certificate and retention of a consultant on the second occurrence of a liquidity shortfall below 160 days. ELEVATED DEBT PROFILE Leverage is high as measured by debt to net available of 12.8x through Sept. 30 2018, unfavorable in relation to Fitch's BIG category medians of 9.8x. Christian Care's fiscal year to date historical debt service coverage of 1.16x is below the fiscal 2017 coverage of 1.22x. While the MTI rate covenant requires retention of a consultant for the first missed historical debt service coverage ratio below 1.20x, it also considers that failure to maintain an historical debt service coverage ratio of at least 1.0x for two consecutive years constitutes an event of default. The current rating assumes that Christian Care will realize operating improvements to avoid triggering an event of default based on its rate covenant test. Christian Care anticipates spending of about $2.4 million on capital improvements in fiscal 2018 and moderately more, subject to board approval, in fiscal 2019 and 2020 to improve its competitive position. CIP INVESTMENT: Interim Cash Collateral Use Thru Nov. 30 Approved ----------------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Texas has entered an interim order authorizing CIP Investment Properties, LLC's use of cash collateral in the ordinary course of business on a temporary basis through Nov. 30, 2018. The Debtor and Farm Bureau Life ("FBL") will continue to utilize the existing Lockbox Agreement that was negotiated in Debtor's 2012 Bankruptcy case. Rents will be deposited into the Lockbox and FBL will sweep the account for its adequate assurance payment and necessary funds for the tax and insurance escrow. After the sweep, FBL will transfer the budgeted amount to Debtor for its use. The Debtor agrees to provide FBL with online access to account to verify accounts and disbursements. FBL will retain $78,029.54 from the Lockbox on a monthly basis. FBL will be granted replacement liens on and security interest in the DIP Accounts and the cash collateral including rents, income, profits, accounts receivable and accounts, which replacement lien and security interest as to existing cash collateral categories will have the same priority, extent and validity as FBL's security interests or other interests in the cash collateral used by Debtor. If, notwithstanding the foregoing replacement liens, FBL has a claim arising from the Debtor's use of the cash collateral, FBL will have a claim having priority over all other administrative expenses except post-petition ad valorem taxes and U.S. Trustee fees, claims by the Clerk of the Bankruptcy Court and unpaid fees and expenses of counsel for the debtor up to $3,000, as provided for under Code Section 507(b). The Debtor will continue to maintain the types and amounts of insurance on all its property and assets as required by the Loan Documents. The Debtor will maintain debtor-in-possession accounts in a form by acceptable by the Office of the U.S. Trustee and will deposit all cash collateral into the DIP Accounts. FBL will have a first priority-perfected lien on all DIP Accounts, and Debtor will not grant any control agreements to any other party. The Debtor will not open or utilize any other accounts without the prior written consent of the Bank and the U.S. Trustee. All funds in the DIP Accounts will be subject to FBL's replacement liens provided pursuant to Interim Order. A full-text copy of the Order is available at http://bankrupt.com/misc/ksb18-22039-80.pdf About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. The Company previously filed for bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. CIP Investment Properties again filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debts of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, serves as the Debtor's counsel. CLINTON NURSERIES: Authorized to Use Cash Collateral Until Dec. 1 ----------------------------------------------------------------- The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut has inked his approval on an order and stipulation authorizing Clinton Nurseries, Inc.'s and its affiliates' eleventh interim use of cash collateral through and including the earlier of (i) Dec. 1, 2018 or (ii) the date of termination of the use of cash collateral due to an event of default. Bank of the West has negotiated in good faith regarding the Debtors' use of the prepetition collateral (including the cash collateral) to fund the administration of the Debtors' estate and continued operation of the Debtors' business. Bank of the West has agreed to permit the Debtors to use the prepetition collateral, including the cash collateral, subject to the terms of the Tenth Interim Order. The Debtor will pay to Bank of the West interest at the contractual, non-default, rate of interest set forth in the Operating Agreement and the Real Estate Note, all such amounts to be paid in accordance with the Budget, not to exceed $85,000 for November 2018 period. Bank of the West is granted a valid, binding, enforceable and perfected senior replacement liens on and security interests in all property and assets of any kind and nature in which the Debtors have an interest, whether real or personal. Bank of the West is also granted allowed superpriority claims senior to all other administrative expense claims and to all other claims, to the extent of any diminution in value of the Prepetition Collateral in which the Debtors have an interest resulting from any use of Cash Collateral. Warren Richards, Jr. and Ann Richards, Varilease Finance, Inc., and Spring Meadow Nursery, Inc. (the "Other Lien Holders"), may assert interests in some portion of the cash collateral. To the extent that any of the Other Lien Holders hold an interest in the cash collateral, each such Other Lien Holder is granted (a) a replacement lien on all of the Prepetition Collateral and the Postpetition Collateral and (b) a Superpriority Claim. Such replacement liens and Superpriority Claims will be only for the amount of any diminution in value (if any) of such Other Lien Holder's interest (if any) in the cash collateral and that such replacement liens or superpriority claim will be only to the same validity, priority and extent of any prepetition interest in the cash collateral held by such Other Lien Holder. The Debtors will provide to Bank of the West, Varilease Finance, Inc. and the Committee the following, upon execution of an appropriate non-disclosure agreement: (a) Any projections prepared by the Debtors and/or True North, when finalized; (b) The CIM (Confidential Information Memorandum) being drafted by True North, when completed; (c) Copies of all shipping orders and related documentation received by the Debtors from Lowes and Walmart, but only to the extent such information is not covered by a confidentiality or non-disclosure agreement between Lowes and Walmart; (d) All final expressions of interest and letters of intent received by the Debtors, when received; (e) Any financial information provided to Bank of the West, when provided to Bank of the West; and (f) Any notification received by the Debtors that any customer comprising more than 10% of their annual business is terminating their relationship with one or more of the Debtors, when received. A hearing to consider further continued use of Cash Collateral will be held on November 30, 2018 at 10:00 a.m. Any objection to the Continued Cash Collateral Motion will be filed on or before 4:00 p.m. on November 27. The Debtors are directed to docket and serve on the Notice Parties a proposed order for further use of Cash Collateral on or before November 26. A full-text of the Eleventh Interim Order is available at: http://bankrupt.com/misc/ctb17-31897-543.pdf About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David Richards, president, signed the petition. The cases are jointly administered under Case No. 17-31897. At the time of filing, Clinton Nurseries estimated its assets and liabilities at $10 million to $50 million. Judge James J. Tancredi presides over the cases. Zeisler & Zeisler, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee tapped Green & Sklarz LLC as its legal counsel. COLFAX CORPORATION: Moody's Affirms Ba2 CFR & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service affirmed Colfax Corporation's Corporate Family Rating at Ba2, the Probability of Default Rating at Ba2-PD and the senior unsecured ratings at Ba2. In addition, the Speculative Grade Liquidity (SGL) rating was affirmed at SGL-2. The rating outlook was changed to negative from stable. The affirmations and outlook change to negative follow Colfax's announcement to acquire DJO Global Inc., a medical device company, for $3.15 billion in a largely debt-financed transaction. Included in the announcement was Colfax's plan for a potential sale of its Air & Gas Handling segment. RATINGS RATIONALE The rating affirmations reflect Moody's expectation that despite Colfax's aggressive step into the medical technology arena, DJO will continue its operational turnaround and will contribute steady, higher-margin growth to Colfax's more cyclical industrial operations. With DJO, Colfax significantly improves its margin profile which should translate into increasing momentum in free cash flow generation (cash flow from operations less capital expenditures) over the next couple of years. However, expansion into the medical technology space not only sharply deviates from the company's industrial roots but increases balance sheet risk - acquiring a higher growth, higher multiple company and potentially divesting the cyclical, lower growth, likely lower multiple Air & Gas Handling business. A sale of Air & Gas Handling could generate substantial funds for debt repayment but includes considerable uncertainty (timing and amount of proceeds) that exacerbates execution risk over the next 12-18 months but would shed a cyclical business with significantly lower margins and higher capital requirements than DJO. Accordingly, the rating affirmations include Moody's expectation for a sale to occur by the end of 2019 with the proceeds used to pay down debt, along with ongoing free cash flow, so that leverage, including Moody's standard adjustments, falls towards the 4x-range. This expected debt reduction, combined with modest but steady revenue and margin growth, should generate credit metrics more reflective of mid-Ba rating levels. In addition, Moody's expects Colfax's financial policy to be supportive to reducing balance sheet risk and restoring financial flexibility with management's stated plans to reach a company-calculated net leverage target in the mid-3x range by the end of 2019 while curtailing acquisition and share repurchase activity until reaching that level. The SGL-2 rating denotes a good liquidity profile supported by free cash flow generation that should approach $250 million within the next twelve months with the addition of DJO, the expectation for the company to maintain a cash balance in the $150 - $200 million range and over $1 billion of availability under a $1.3 billion senior unsecured revolving credit facility set to expire in 2020. The bank agreement includes maintenance covenants -- minimum interest coverage and a total leverage ratio - that Moody's expects the company to remain in compliance with through 2019. The negative outlook encompasses the high degree of uncertainty involving a potential sale of Air & Gas Handling that would result in adequate proceeds to accelerate debt reduction that would enable the company to reduce leverage to the 4x or below range by the end of 2019. The negative outlook also reflects Colfax's heightened execution risk with integration of an unrelated industry and potential divestiture of approximately 40% of its legacy business taking place at the same time. The outlook could be stabilized with a sale that resulted in sufficient proceeds to help lower leverage to the low-4x range within the next twelve months. Ratings could be upgraded if debt-to-EBITDA trends towards 3x and free cash flow-to-debt settles in the low-teens range. Margin expansion, combined with stronger free cash flow, would also be supportive of positive rating pressure. In addition, the restoration of conservative balance sheet management would be a precursor for a higher rating. Ratings could be downgraded if debt-to-EBITDA remains meaningfully above 4x going into 2020 or if margins face downward pressure beyond the DJO integration phase. The inability to increase free cash flow following the potential sale of Air & Gas Handling could also pressure the ratings. Moody's took the following rating actions on Colfax Corporation: Corporate Family Rating affirmed at Ba2 Probability of Default Rating affirmed at Ba2-PD Senior Unsecured Term Loan affirmed at Ba2 (LGD4) Senior Unsecured Revolving Credit Facility affirmed at Ba2 (LGD4) Senior Unsecured Euro notes affirmed at Ba2 (LGD4) Speculative Grade Liquidity rating affirmed at SGL-2 Outlook, changed to Negative from Stable Colfax Corporation's Air & Gas Handling segment provides heavy duty centrifugal and axial cooling fans, rotary heat exchangers (heat recovery), gas compressors and ventilation control systems to the power generation, oil & gas and petrochemical, mining, wastewater and general industrial industries under the Howden brand. The Fabrication Technology segment develops and manufactures consumable products and equipment for use in the cutting and joining of steels, aluminum, other metals and metal alloys for the infrastructure, wind power, marine, pipelines, mobile/off-highway equipment, oil & gas and mining end markets largely under the ESAB brand. Revenues for the latest twelve months ended September 30, 2018 totaled approximately $3.6 billion. DJO Global Inc. is a global developer, manufacturer and distributor of medical devices with a broad range of products used for rehabilitation, pain management and physical therapy. The Company's product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products. Revenues for the latest twelve month ended September 30, 2018 were approximately $1.2 billion. DJO is owned by affiliates of The Blackstone Group, L.P. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. COLFAX CORPORATION: S&P Puts BB+ ICR on Watch Negative on DJO Deal ------------------------------------------------------------------ S&P Global Ratings placed all of its ratings on Wilmington, Del.-based Colfax Corp. on CreditWatch with negative implications. The CreditWatch placement follows Colfax's announcement that it will acquire DJO Global Inc. for $3.15 billion (excluding related fees and expenses). The company plans to fund the acquisition with proceeds from debt issuance and will use about $100 million of cash from its balance sheet. The transaction, which S&P expects will close in early 2019, is subject to customary closing conditions, including regulatory approval. S&P said, "We are placing all of our ratings on Colfax Corp. on CreditWatch with negative implications, including the 'BB+' issuer credit rating. "We expect to update the CreditWatch placement when additional information about the company's strategic review becomes available or when the proposed DJO Global acquisition has closed. "We believe the company's pro forma credit measures will deteriorate meaningfully following the close of the transaction. Specifically, we expect its adjusted debt to EBITDA to increase to the 5x area by the end of 2019." In addition, Colfax has announced that it intends to conduct a strategic review of its Air and Gas Handling segment. The timing and extent of this review is unclear at this time. S&P said, "However, we expect that the company will pursue its publicly stated goal of reducing its leverage following the close of the DJO Global acquisition. We expect that Colfax would use any potential proceeds from the strategic decisions it makes for the Air and Gas Handling division to reduce its debt rather than for additional acquisitions or shareholder returns." S&P said, "We also acknowledge that the addition of DJO Global Inc. will increase the company's scale and product diversity while reducing the cyclicality of the combined business due to DJO's relatively stable health care end market, which should modestly improve our view of Colfax's overall business. "We will resolve the CreditWatch negative placement when the acquisition closes, which we expect will occur in early 2019, and more information about the company's strategic review of its Air and Gas Handling segment becomes available. If we expect that its leverage will remain above 4x following the close of the transaction--inclusive of management's strategic decisions for the Air and Gas Handling segment--we would likely lower our issuer credit rating by one notch to 'BB'. Alternatively, we would likely affirm our ratings and remove them from CreditWatch if we believe that Colfax has a clear path to reduce its leverage back to between 3x and 4x. "If the acquisition is not completed, we will review our ratings on Colfax." COLLECTIVE INC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Collective, Inc. (Lead Case) 18-13584 aka Visto aka Visto Hub aka Visto The Ad Hub aka Visto By Collective aka Collective Europe aka C Collective The Audience Engine aka The Audience Engine aka Collective Media aka Collective Desk aka Collective Video aka Collective Network aka Compass IQ aka Compass by Collective aka AMP aka Web TV aka Personifi aka All Font aka Wherevertising aka Life is But A Screen aka TV Accelerator aka Advertising Should Be A Deviceful Experience aka Causal Attribution 72 Madison Avenue, 3rd Floor New York, NY 10016 CME Co-Op, LLC 18-13585 72 Madison Avenue, 3rd Floor New York, NY 10016 Business Description: Collective, Inc., through its proprietary software platform (Visto Enterprise Ad Hub), offers individual brands, advertising agencies, and advertisers the ability to purchase and place advertising, monitor advertising placement, and track return on advertising investment. Collective presently has direct and indirect relationships with over 50 advertising vendors, including companies like Amazon, Facebook, and Google, that allow customers enrolled in the Visto platform to variously place, monitor and report on digital advertising. Collective currently employs 25 persons, including 22 employees out of its home office in New York City. Collective is the sole member of CME Co-Op, LLC, which is an entity formed to hold a portion of the equity in Collective Europe Holding Cooperatief U.A., a Dutch holding company. Collective was formed in 2007 under the name Collective Media, Inc. At that point, Collective operated a managed services online advertising network, which primarily purchased and placed digital advertising on behalf of agencies, marketers, and publishers on an order by order basis. To learn more, visit https://www.vistohub.com. Chapter 11 Petition Date: November 19, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtors' Counsel: Nancy L. Manzer, Esq. Benjamin W. Loveland, Esq. Christopher D. Hampson, Esq. Andrew N. Goldman, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 Tel: (212) 230-8800 Fax: (212) 230-8888 Email: nancy.manzer@wilmerhale.com benjamin.loveland@wilmerhale.com chris.hampson@wilmerhale.com andrew.goldman@wilmerhale.com Debtors' Investment Banker: OAKLINS DESILVA & PHILLIPS LLC Debtors' Claims, Noticing & Administrative Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/#/case/COI/dockets Collective's Total Assets as of Sept. 30, 2018: $39.9 million Collective's Total Liabilities as of Sept. 30, 2018: $23 million The petitions were signed by Kerri Bianchi, president & chief executive officer. A full-text copy of Collective Inc.'s petition is available for free at: http://bankrupt.com/misc/nysb18-13584.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jenjo LLC Trade Debt/ $2,091,908 Attn: Legal/General Counsel Litigation 5 Great Jones Street 2 New York, NY 10012 Tel: (617) 270-8555 Email: info@jenjo.com Branded Entertainment Network Trade Debt $322,817 Attn: Rickey Ray Butler, CEO 15250 Ventura Blvd., Ste. 300 Sherman Oaks, CA 91403 Tel: (310) 342-1500 99 Park Avenue Associates, L.P. Rent $127,557 ZetaxChange Trade Debt $115,822 Email: info@zetaglobal.com Appnexus Inc. Trade Debt $102,217 Orion Worldwide, LLC Trade Debt $93,626 Email: jason.chung@orionworldwide.com Mightyhive Inc. Trade Debt $78,492 Email: questions@mightyhive.com Deloitte & Touche LLP Trade Debt $75,000 Cloudera, Inc. Trade Debt $70,000 Email: john.endo@cloudera.com Moat Inc. Trade Debt $56,375 Internap Network Services Trade Debt $30,441 Email: billing@inap.com Double Verify, Inc. Trade Debt $28,652 Email: info@doubleverify.com Grapeshot Ltd. Trade Debt $28,011 Email: thedatahotline@oracle.com Prohaska Consulting LLC Trade Debt $25,400 Email: matt@prohaskaconsulting.com Beeswax.io Corporation Trade Debt $24,786 Email: ramr@beeswax.io Tarlow & Co. CPAS Trade Debt $23,242 Email: info@tarlow.com Sills Cummins & Gross P.C. Trade Debt $21,696 Email: sillsmail@sillscummins.com ZAPP360 Trade Debt $19,050 Email: first@zapp360.com DStillery Inc. Trade Debt $18,745 Email: contact@distillery.com Reiger Consulting Trade Debt $18,600 Email: services@reigerconsulting.com Comerica Credit Card Trade Debt $16,295 Gartner Inc. Trade Debt $15,896 Email: inquiry@gartner.com Clarity Trade Debt $15,088 NSONE Inc. Trade Debt $14,000 Email: nj@ns1.com Linkedin Corporation Trade Debt $11,862 Ramdass Keshavamurthy Trade Debt $10,620 Fragomen, Del Rey, Bernsen Trade Debt $10,554 & Loewy, LLP Email: phoenixinfo@fragomen.com Hewlett Packard Enterprise Company Trade Debt $10,500 Neustar Inc. Trade Debt $10,500 Email: billingsupport@team.newstar Ad-Juster, Inc. Trade Debt $9,600 COLLECTIVE INC: Files Chapter 11 to Facilitate Zeta Global Sale --------------------------------------------------------------- Visto, the Enterprise Ad Hub for programmatic media, on Nov. 20, 2018, disclosed that it has received an offer from Zeta Global to acquire the assets of the business. By acquiring Visto, Zeta intends to leverage both the Visto hub assets and team to further bolster its strengths as a data-driven marketing technology company that operates the largest independent Marketing and Data Cloud. The transaction will be conducted as part of a voluntary Chapter 11 restructuring process filed yesterday with the U.S. Bankruptcy Court for the Southern District of New York with Zeta Global serving as the stalking horse bid. Visto believes it has substantial market value to strategic buyers and that today's offer provides a competitive baseline to evaluate subsequent offers and maximize value to all of its stakeholders. Visto and its advisors remain in discussions with Zeta Global and other interested parties to conduct due diligence to finalize proposals, offers, and bids as part of a competitive auction process proposed to the Court. Visto expects to conclude the process in January 2019. About Zeta Global Zeta -- http://www.zetaglobal.com-- is a data-driven marketing technology innovator whose SaaS-based marketing cloud helps 800+ Fortune 1000 and Middle Market brands acquire, retain and grow customer relationships through actionable data, advanced analytics and Artificial Intelligence. Founded by David A. Steinberg and John Sculley (former CEO of Apple and Pepsi-Cola) in 2007, the Company's highly rated ZetaHub technology platform has been recognized in Gartner's Magic Quadrant for Digital Marketing Hubs (February 2017) and in its Magic Quadrant for Multichannel Campaign Management (April 2017) competing with offerings from Oracle, IBM, Salesforce and Adobe. Operating on four continents with 1,300+ employees, the company is headquartered in New York City, with key offices in Silicon Valley, Boston, Nashville, London, and Hyderabad, India. About Visto Collective, Inc., doing business as Visto -- http://www.vistohub.com/-- is a technology company dedicated to bringing transparency, interoperability, and accountability to digital advertising. The company's Visto(TM) Enterprise Advertising Hub is a vendor-agnostic platform that unites the complete ad tech stack in a single user-friendly interface. Visto has been recognized in Gartner's Magic Quadrants for Ad Tech (October 2018) and for Digital Marketing Hubs (February 2017) as a foundational technology for managing advertisements across multiple channels. Brands, media companies and agencies benefit from transparency in managing execution partners, optimizing ad spend, measuring performance and leveraging analytics to drive efficiencies and improve ROI. COLOR SPOT: Amends Plan to Add Insurance Policies Provisions ------------------------------------------------------------ CSH Winddown Inc., f/k/a Color Spot Holdings, Inc., and affiliates filed a second amended combined disclosure statement and joint chapter 11 plan of liquidation dated Nov. 9, 2018. The second amended plan adds several provisions regarding the insurance policies of the Debtors. Confirmation of this Plan and the occurrence of the Effective Date shall have no effect on insurance policies of the Debtors in which the Debtors are or were insured parties. Each insurance company is prohibited from, and the Confirmation Order shall include an injunction against, denying, refusing, altering or delaying coverage on any basis regarding or related to these Chapter 11 Cases, this Plan or any provision within this Plan, including the treatment or means of liquidation set out within this Plan for insured Claims. Nothing in the Plan or the Confirmation Order will alter, amend, or modify the rights and obligations of XL Insurance America, Inc., XL Specialty Insurance Company, and Greenwich Insurance Company (XL Caitlin) under any insurance policies or related agreements previously issued to the Debtors by XL Catlin or entered into between the Debtors and XL Catlin, including but not limited to any right of XL Catlin to apply any collateral that it holds to any of the Debtors' obligations under the XL Catlin Agreements, and the automatic stay of section 362 of the Bankruptcy Code and any injunctions or stays provided for in this Plan or the Confirmation Order, to the extent applicable, are hereby modified to allow the same. Notwithstanding anything in this Plan or the Confirmation Order to the contrary, XL Catlin's right to object to and/or to request that the Bankruptcy Court dismiss or abstain from any motion, application, or request by the Wind-Down Administrator or Wells Fargo that the Bankruptcy Court disallow, estimate, set, fix, or liquidate the claim(s) of XL Catlin is expressly reserved. A copy of the Second Amended Combined Disclosure Statement is available for free at: http://bankrupt.com/misc/deb18-11272-452.pdf About Color Spot Color Spot Holdings, Inc., through its subsidiaries, owns and operates nurseries. It was incorporated in 2007 and is based in Fallbrook, California. Color Spot Holdings and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-11272) on May 29, 2018. In the petitions signed by CEO Paul Russo, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Hon. Laurie Selber Silverstein presides over the Debtors' cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP as their counsel; Raymond James & Associates, Inc., as investment banker; and Epiq Bankruptcy Solutions, Inc., as claims and noticing agent and administrative services advisor. The companies had earlier sold substantially all of their assets to Wells Fargo Bank, N.A., which offered a $84 million bid at the auction on July 19. The sale closed on August 17. Following the closing of the sale, the Debtors changed their names to CSH Winddown, Inc. (f/k/a Color Spot Holdings, Inc.), CSN Winddown, Inc. (f/k/a Color Spot Nurseries, Inc.), HG Winddown, Inc. (f/k/a Hines Growers, Inc.) and LSG Winddown, Inc. (f/k/a Lone Star Growers, Inc.). COPPER CANYON: Taps Harris Law Practice as Bankruptcy Counsel ------------------------------------------------------------- Copper Canyon Partners LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Nevada to hire Harris Law Practice LLC as its bankruptcy counsel. Sevices Harris Law will render are: a. examine and prepare record and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; b. prepare applications and proposed orders to be submitted to the Court; c. identify and prosecute of claims and causes of action assertable by the Debtor on behalf of the estate; d. examine proofs of claims anticipated to be filed and possible prosecution of objections to certain of such claims; e. advise the Debtor and prepare documents in connection with the contemplated ongoing operation of the Debtor's business, if any; f. assist and advise the Debtor in performing other official functions as set forth in Section 521, at seq., of the Bankruptcy Code; and g. advise and prepare a Plan of Reorganization, Disclosure Statement, and related documents, and confirmation of said Plan, as provided in Sec. 1101, et esq. of the Bankruptcy Code. Stephen Harris, Esq., the attorney who will be handling the case, will charge $425 per hour. The hourly fees for paraprofessional services range from $150 to $250. The Debtor paid the firm an advance retainer of $25,000. Mr. Harris and his firm do not represent any interest adverse to the Debtor's estate, and are "disinterest person" within the meaning of Sec. 101(14)and 327 of the Bankruptcy Code, according to court filings. The firm can be reached through: Stephen R. Harris, Esq. Harris Law Practice LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@harrislawreno.com About Copper Canyon Partners Copper Canyon Partners LLC, a contractor in Modesto, California, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-51144) on Oct. 11, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Bruce T. Beesley presides over the case. The Debtor tapped Harris Law Practice LLC as its legal counsel. DALLAS BARBECUE: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- Dallas Barbecue, LLC, seeks authority from the United States Bankruptcy Court for the Northern District of Texas to use the alleged cash collateral of Liftforward, Inc. and Sysco Corporation to make payroll and continue operations as set forth in the budget. The Debtor has immediate need to use cash collateral to maintain operations of its business. The proposed budget provides for total expenses of $78,722 per month. Liftforward, Inc. and Sysco Corporation have asserted a lien on the assets of Debtor including its accounts receivable and inventory. These assets may constitute cash collateral as that terms is defined in the bankruptcy code. The Debtor is willing to provide Secured Creditors with replacement liens pursuant to 11 U.S.C. Section 552 in accordance with their existing priority. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-33509-3.pdf About Dallas Barbecue Dallas Barbecue, LLC's business consists of the ownership and operation of a Dickie Barbecue restaurant in Dallas, Texas Dallas Barbecue, LLC, doing business as Dickeys Barbecue Pit, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33509) on Oct. 30, 2018. In the petition was signed by Jeff Bass, president, the Debtor estimated less than $50,000 in assets and less than $1 million in liabilities. The Debtor is represented by Eric A. Liepins, Esq. of Eric A. Liepins, P.C. DAVID'S BRIDAL: S&P Cuts ICR to D on Prepackaged Chapter 11 Filing ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on David's Bridal Inc. to 'D' from 'SD' (selective default). S&P said, "At the same time, we lowered the issue-level rating on the company's term loan facility to 'D' from 'CCC-' but maintained the '3' recovery rating, indicating our expectation for meaningful recovery (50% -70%, rounded estimate: 60%) of principal and prepetition interest. "We affirmed the 'D' issue-level rating on the company's unsecured senior notes with a '6' recovery rating, indicating our expectation for negligible recovery (0%- 10%; rounded estimate: 0%)." David's Bridal Inc. announced on Nov. 19, 2018 it filed a prepackaged Chapter 11 under the U.S. Bankruptcy code. The company also said it reached a restructuring support agreement with most financial stakeholders (including the term loan lenders, senior unsecured noteholders, and equity owners) on terms of a restructuring that would reduce pre-petition debt outstanding by more than $400 million. Pre-petition debt of nearly $750 million includes about $480 million of secured term loan debt and $270 million in senior unsecured notes. DCP MIDSTREAM: Moody's Alters Outlook of Ba2 CFR to Positive ------------------------------------------------------------ Moody's Investors Service changed the rating outlook for DCP Midstream, LP and DCP Midstream Operating LP to positive from stable. Moody's also affirmed the ratings at DCP, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, B1 rating on the perpetual preferred units and SGL-3 Speculative Grade Liquidity Rating. Additionally, the Ba2 ratings on the senior unsecured notes and the B1 rating on the junior subordinated notes, which are obligations of DCP Midstream Operating LP, were affirmed. "The move to a positive outlook reflects DCP's improving operating performance and our expectations that earnings will continue to grow as additional new projects come into service, boosting credit metrics," stated James Wilkins, Moody's Vice President. The following summarizes the ratings activity. Outlook Actions: Issuer: DCP Midstream Operating LP Outlook, Changed To Positive From Stable Issuer: DCP Midstream, LP Outlook, Changed To Positive From Stable Affirmations: Issuer: DCP Midstream Operating LP Senior Unsecured Notes, Affirmed Ba2 (LGD4) Senior Unsecured Shelf, Affirmed (P)Ba2 Issuer: DCP Midstream, LLC (assumed by DCP Midstream Operating LP) Junior Subordinated Notes, Affirmed B1 (LGD6) Senior Unsecured Notes, Affirmed Ba2 (LGD4) Issuer: DCP Midstream, LP Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Ba2 Pref. Stock, Affirmed B1 (LGD6) Pref. Stock Shelf, Affirmed (P)B1 RATINGS RATIONALE The positive outlook reflects Moody's expectation that DCP's credit metrics will improve as new projects come into service and production volumes in DCP's key basins continue to grow, driven by ongoing robust spending by exploration & production companies. In 2018, DCP brought online the Mewborne 3 plant in the DJ Basin, and expansions of the Sand Hills and Southern Hills pipelines have significantly increased NGL takeaway pipeline capacity for the Permian and DJ basins. DCP's 2019 earnings will benefit from a full year of operations from its recently completed projects as well as new projects coming into service. In the next year, the company will start the O'Connor 2 plant, enhancing its gathering and processing volumes, and is slated to complete expansions of NGL and natural gas pipelines servicing the DJ and Permian basin, adding to takeaway capacity. DCP's Ba2 CFR reflects its improving leverage, stable cash flows, meaningful scale in the US gathering and processing sector and basin diversification. Its debt to EBITDA ratio was 4.1x as of September 30, 2018, excluding the DCP Midstream, LLC debt. Moody's expects leverage to decline in 2019, despite high growth capital expenditures similar to 2018 levels (approximately $900 million). The company lowered its leverage in the fourth quarter 2017 by issuing $500 million of perpetual preferred equity (treated as 100% equity) and partially funded growth capital expenditures by issuing another $271 million of preferred equity in two tranches during 2018. Cash flow stability benefits from a combination of fee-based and hedged revenues that account for about three-quarters of the gross margin and long-term contractual arrangements with minimum volume commitments or life of lease or acreage dedications. DCP enjoys economies of scale as a large processor of natural gas and natural gas liquids (NGLs) and critical mass in three key areas -- the DJ Basin, Midcontinent region and Permian Basin -- that also offer growth opportunities. It has a diverse asset profile with integrated gathering & processing as well as logistics assets that transport and process hydrocarbons from the wellhead to markets. The rating and business profile are tempered by inherent commodity price risk as well as MLP model risks with high payouts and the reliance on debt and equity markets to fund growth. However, DCP can benefit from IDR give backs in 2018-2019 from its parents if distribution coverage is below 1x. The rating also considers the support that the parents -- Phillips 66 (A3 stable) and Enbridge Inc. (Baa3 positive) -- have historically provided. DCP's SGL-3 Speculative Grade Liquidity Rating indicates adequate liquidity, which is supported by funds from operations and $1.242 billion of availability (net of $13 million of letters of credit and $145 million of borrowings) under its $1.4 billion revolving credit facility that matures December 6, 2022. Typical of most MLPs, a large portion of cash flow after maintenance capital is distributed to LP unit holders and the GP, leaving the long-term funding of growth capital expenditures to be sourced from the revolver as well as debt and equity capital markets. As part of the reorganization that occurred January 1, 2017, Phillips 66 and Enbridge Inc. agreed to IDR givebacks up to $100 million annually through 2019, as necessary, to maintain a minimum 1.0x distribution coverage ratio. The revolver has a maximum leverage (net debt/EBITDA) covenant (5.0x), which was 3.6x as of September 30, 2018 (debt/EBITDA is adjusted for partial year EBITDA for capital projects and acquisitions). Moody's expects DCP will remain in compliance with its financial covenant through 2019. DCP has alternate liquidity in the form of potential asset sales and joint ventures. The ratings could be upgraded if DCP continues to successfully complete its growth projects, debt to EBITDA (including the debt at DCP Midstream, LLC) is expected to remain below 4.5x and distribution coverage remains above 1.3x. DCP's Ba2 CFR could be downgraded if leverage exceeded 5.5x (including the debt at DCP Midstream, LLC) or it cannot maintain a distribution coverage ratio greater than 1x without relying on the IDR giveback. The principal methodology used in these ratings was Midstream Energy published in May 2017. DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly traded, gathering and processing MLP. The DCP Midstream, LP common LP units are owned by the public (62%) and the balance of the common units and GP interest is owned by DCP Midstream, LLC, a 50%/50% joint venture between Phillips 66 and Enbridge Inc. DENTON DOUGH: Asks Court to Conditionally Approve Plan Outline -------------------------------------------------------------- Denton Dough Company filed an application for conditional approval of its small business disclosure statement dated Nov. 9, 2018. If there are no objections to the Disclosure Statement filed within the allotted notice period of 28 days, the Debtor requests that the Court enter an order that approves the Disclosure Statement without need for a hearing. However, to the extent that an objection to the Disclosure Statement is filed, the Debtor is willing to have the objection heard at a confirmation hearing. Under the plan, each holder of an Allowed Unsecured Claim in Class 3B will be paid by Reorganized Debtor from an unsecured creditor pool, which pool will be funded at the rate of $218.87 per month. Payments from the unsecured creditor pool will be paid quarterly, for a period not to exceed five 5 years (20 quarterly payments) and the first quarterly payment will be due on the 20th day of the first full calendar month following the last day of the first quarter. Based upon the Financial Projections and the assumptions set forth herein, the Debtor believes it will have adequate cash flow to make all required Plan payments from operational revenue. The Debtor believes that it is extremely speculative to forecast, with any degree of specificity, the cash flow figures beyond one year, let alone five years. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txnb17-34650-11-81.pdf About Denton Dough Company Founded in 2010, Denton Dough Company is a privately held company based in Denton, Texas. The company is equally owned by Martha Jensen and Monte Jensen. Denton Dough is affiliated with Melkinney, LLC, which sought bankruptcy protection (Bankr. N.D. Tex. Case No. 17-31859) on May 5, 2017. Denton Dough Company filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34650) on Dec. 11, 2017. In its petition signed by Martha Jensen, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Stacey G. Jernigan. Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as counsel to Denton Dough. DEVAL CORP: Court Awards PDI $83K for Administrative Expenses ------------------------------------------------------------- PDI Deval Acquisition, LLC filed an Application for Administrative Expenses in the chapter 11 bankruptcy case of Deval Corporation seeking reimbursement for certain actions taken by PDI which substantially contributed to the Debtor's estate. Upon careful consideration, Bankruptcy Judge Ashely M. Chan PDI holds that PDI is entitled to an administrative expense award in the amount of $83,693.72. PDI filed the instant Application on Dec. 22, 2017, initially requesting an administrative expense award in the amount of $181,435.98. In the Application, PDI maintained that the Debtor had failed to take any meaningful action during the first four months of the case, despite PDI's consistent efforts to push the Debtor to effectuate a sale, which was the Debtor's only viable option to emerge from bankruptcy. Therefore, PDI argued that it had made a substantial contribution to the case by taking a more active role (with the expectation of reimbursement under section 503 (b)), which directly contributed to the appointment of a CRO and confirmation of the Debtor's plan of reorganization, resulting in a 100% payout to unsecured creditors. To support its Application, PDI provided the time sheets of its counsel, which evidence the hours worked and rates claimed in connection with services which made a substantial contribution, as well as a spreadsheet detailing PDI's actual expenses, their purpose, the dates they were incurred, and the people who incurred them. Considering all the facts presented, the Court finds that PDI’s extensive and costly participation substantially contributed to the Debtor's case by accelerating the sale process in the face of the Debtor's inaction, preventing the estate from becoming administratively insolvent and preserving the value of the Debtor for the unsecured creditors. The Court, therefore, grant PDI's application for an administrative expense award for its substantial contribution to the case in the amount of $83,693.72, consisting of $8,224.71 in out of pocket expenses, $71,648.25 in counsel fees, and $3,820.76 in counsel's expenses. A copy of the Court's Opinion dated Nov. 15, 2018 is available for free at: http://bankrupt.com/misc/paeb16-17922-254.pdf About DeVal Corporation DeVal Corporation filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 16-17922) on Nov, 11, 2016. The petition was signed by Dominic Durinzi, president. The case is assigned to Judge Ashely M. Chan. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Robert M. Greenbaum, Esq., and David B. Smith, Esq., at Smith Kane Holman, LLC. Michael C. Lingerman, CPA, LLC, serves as accountant to the Debtor. DIRECTVIEW HOLDINGS: Posts Third Quarter Net Loss of $13.5 Million ------------------------------------------------------------------ DirectView Holdings, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $13.50 million on $1 million of total net sales for the three months ended Sept. 30, 2018, compared to a net loss of $4.32 million on $1.36 million of total net sales for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $15.35 million on $3.31 million of total net sales compared to a net loss of $4.91 million on $2.72 million of total net sales for the same period during the prior year. As of Sept. 30, 2018, DirectView had $2.48 million in total assets, $27.23 million in total liabilities, and a total stockholders' deficit of $24.75 million. At Sept. 30, 2018, the Company had a cash balance of $180,165 and a working capital deficit of $25,356,652. The Company reported a net increase in cash for the nine months ended Sept. 30, 2018 of $111,728. While the Company currently has no material commitments for capital expenditures, at Sept. 30, 2018 the Company owed approximately $1.9 million under various notes payable. During the nine months ended Sept. 30, 2018, the Company raised $2.5 million of proceeds through the issuance of convertible notes payable. "We do not anticipate we will be profitable in 2018. Therefore our operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Furthermore we have debt obligations, which must be satisfied. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues. Other than those disclosed above, we do not presently have any firm commitments for any additional capital and our financial condition as well as the uncertainty in the capital markets may make our ability to secure this capital difficult. There are no assurances that we will be able to continue our business, and we may be forced to cease operations in which event investors could lose their entire investment in our company," the Company stated in the SEC filing. Net cash used in operating activities for the nine months ended Sept. 30, 2018 amounted to $936,228 and was primarily attributable to its net loss of $15,354,173, partially offset by non-cash items totaling $13,226,733. Working capital changes consisted of increases in accounts payable of $247,499, and accrued expenses of $1,121,115, partially offset by decreases in accounts receivable of $118,850, other current assets of $46,069, other assets of $5,035, and deferred revenue of $109,657. Net cash used in operating activities for the nine months ended Sept. 30, 2017 amounted to $195,167 and was primarily attributable to its net loss of $4,911,834, partially offset by non-cash items totaling $4,767,295. Working capital changes consisted of increases in other current assets of $74,081, accounts payable of $42,036, accrued expenses of $249,634, and deferred revenue of $76,008, partially offset by decreases in accounts receivable of $346,322 and other assets $2,097. Net cash used in investing activities was $10,738 for the nine months ended Sept. 30, 2018 and consisted of purchases of property and equipment. Net cash flows provided by investing activities was $59,389 for the nine months ended Sept. 30, 2017 as a result of $59,389 in proceeds from the acquisition of VS and Apex. Net cash provided by financing activities was $1,058,694 for the nine months ended Sept. 30, 2018. The Company received proceeds from convertible notes payable of $2,514,000 and issuance of common stock under an S-1 of $85,192. These amounts were partially offset by repayments of notes payables of $882,597, repayments of convertible notes payable of $359,243, repayments of our line of credit of $260,658, and payments to a related party of $38,000. Net cash flows provided by financing activities was $280,483 for the nine months ended Sept. 30, 2017. The Company received proceeds from convertible notes payable of $275,000, proceeds from notes payable of $59,000, and proceeds from a line of credit of $34,248. These amounts were partially offset by repayments of notes payables of $85,369 and repayments on the line of credit of $2,396. A full-text copy of the Form 10-Q is available for free at: https://is.gd/EXsOLu About Directview Holdings DirectView Holdings, Inc., (DIRV) together with its subsidiaries, provides video surveillance solutions and teleconferencing products and services to businesses and organizations. Based in Boca Raton, Florida, the company operates in two divisions, Security (Video Surveillance) and Video Conferencing. The Security division offers technologies in surveillance systems providing onsite and remote video and audio surveillance, digital video recording, and services. It also sells and installs surveillance systems; and sells maintenance agreements. The company sells its products and services in the United States and internationally through direct sales force, referrals, and its websites. The Video Conferencing division offers teleconferencing products and services that enable clients to conduct remote meetings by linking participants in geographically dispersed locations. It is involved in the sale of conferencing services based upon usage, the sale and installation of video equipment, and the sale of maintenance agreements. This division primarily provides conferencing products and services to numerous organizations ranging from law firms, banks, high tech companies and government organizations. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com/ DirectView incurred a net loss of $1.55 million in 2017 compared to a net loss of $4.79 million in 2016. As of June 30, 2018, the Company had $2.69 million in total assets, $14.58 million in total liabilities and a total stockholders' deficit of $11.88 million. The report from the Company's independent accounting firm Assurance Dimensions on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company had a net loss and cash used from operations of approximately $1.5 million and $420,000, respectively for the year ended of Dec. 31, 2017 and a working capital deficit of approximately $13 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DJO FINANCE: Moody's Reviews Caa1 CFR for Upgrade Amid Colfax Deal ------------------------------------------------------------------ Moody's Investors Service placed the ratings of DJO Finance LLC under review for upgrade, including its Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, B1 senior secured credit facility, Caa2 senior secured second lien notes and the Caa3 senior secured third lien notes. DJO's SGL-2 Speculative Grade Liquidity rating is unchanged. These rating actions follow the announcement that DJO has entered into a definitive agreement to be acquired by Colfax Corporation in which Colfax will acquire DJO in a deal valued at approximately $3.15 billion. The review for upgrade considers the positive credit impact for DJO following the acquisition of the company. It is currently contemplated that all DJO debt will be repaid at closing of the transaction, which is expected to occur in the first quarter of 2019 in which case Moody's will withdraw all obligations of DJO. On review for Upgrade: Corporate Family Rating, placed under review for upgrade, currently Caa1 Probability of Default Rating, placed under review for upgrade, currently Caa1-PD Senior Secured Bank Credit Facility, placed under review for upgrade, currently B1 (LGD2) Senior Secured Second lien Bond/Debenture placed under review for upgrade, currently Caa2 (LGD5) Senior Secured Third lien Bond/Debenture placed under review for upgrade, currently Caa3 (LGD6) The outlook is rating under review From Positive Rating unchanged: Speculative Grade Liquidity Rating at SGL-2 RATINGS RATIONALE The review for upgrade reflects Moody's expectation that after the transaction closes, DJO's credit profile will benefit from being a part of larger, more diversified and better capitalized Colfax Corporation. More specifically, the review will focus on the combined companies' manufacturing profile, earnings and cash flow generating capabilities, capital spending plans, financial policy and the final capital structure. Moody's expects to conclude its review on DJO upon completion of the acquisition, which is expected to occur by the end of the first quarter of 2019. In the event all debt is repaid, Moody's expects it will withdraw all ratings of DJO. Based in Vista, CA, DJO Finance LLC is a global developer, manufacturer and distributor of medical devices with a broad range of products used for rehabilitation, pain management and physical therapy. The Company's product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products. The Company's surgical division offers a comprehensive suite of reconstructive joint products for the hip, knee and shoulder. On November 19, 2018, Colfax Corporation entered into a definitive agreement to acquire DJO from private equity funds managed by Blackstone for $3.15 billion in cash. Revenues exceed $1 billion. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. DJO GLOBAL: S&P Places 'B-' Issuer Credit Rating on Watch Positive ------------------------------------------------------------------ S&P Global Ratings placed all of its ratings on DJO Global Inc. on CreditWatch with positive implications. The CreditWatch positive placement follows Colfax Corp.'s (BB+/Watch Neg/--) announcement that it has entered into a definitive agreement to acquire 100% of DJO Global Inc. from an investor group led by private-equity funds managed by Blackstone for a cash consideration of $3.15 billion. S&P expects the transaction to close in the first half of 2019. S&P said, "We expect to resolve the CreditWatch positive placement once the transaction closes. We will likely raise our ratings on DJO at that time to bring them in line with our ratings on Colfax. We will then withdraw all of our ratings on DJO assuming that its debt has been fully repaid." DYNASTY HOLDINGS: Hires Steven L. Yarmy as Counsel -------------------------------------------------- Dynasty Holdings LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Nevada (Las Vegas) to hire Steven L. Yarmy, Esq. as counsel. (a) examine and prepare records and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; (b) prepare applications and proposed orders to be submitted to the Court; (c) identify and prosecute claims of action assertable by Applicant on behalf of the estate; (d) examine proofs of claim anticipated to be filed herein and the possible prosecution of objections to certain of such claims; (e) advise the Debtors and preparing documents in connection with the contemplated ongoing operation of the Debtors business, if any; (f) assist and advise the Debtors in performing other official functions as set forth in Section 521, et seq., of the Bankruptcy Code; and (g) advise and prepare a Plan of Reorganization, Disclosure Statement, and related documents, and confirmation of said Plan, as provided in Section 1101, et. seq., of the Bankruptcy Code. Steven L. Yarmy will charge $450.00 per hour for his services and $225.00 per hour for paraprofessional services. Mr. Yarmy received a flat fee by the Debtor for pre-petition services rendered, in the amount of $4,575.00, which included the filing fee of $1,717.00. Mr. Yarmy attests that he does not have any known connections between any of the Debtors creditors, any other party in interest, his/her/their respective attorneys and accountants, the United States trustee, or any other person employed in the office of the United States trustee. The counsel can be reached through: Steven L. Yarmy, Esq. 7464 W Sahara Ave, STE 8 Las Vegas, NV 89117 Tel: (702) 586-3513 Fax: (702) 586-3690 Email: sly@stevenyarmylaw.com About Dynasty Holdings LLC Dynasty Holdings LLC filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-16411) on Oct. 25, 2018, listing under $1 million in assets and liabilities. Steven L. Yarmy, Esq. represents the Debtor. ED MAP: Committee Taps BDO USA as Financial Advisor --------------------------------------------------- The Official Committee of Unsecured Creditors of Ed Map Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire as BDO USA, LLP as financial advisors to the Committee, effective as of October 28, 2018. Professional services BDO will render to the Committee are: a. analyze the financial operations of the Debtors' pre- and post-petition, as necessary; b. analyze the financial ramifications of any proposed transactions for which the Debtors seek Bankruptcy Court approval including, but not limited to, post-petition financing, sale of all or a portion of the Debtors' assets, retention of management and/or employee incentive and severance plans; c. conduct any requested financial analysis including verifying the material assets and liabilities of the Debtors, as necessary, and their values; d. assist the Committee in its review of monthly statements of operations submitted by the Debtors; e. perform claims analysis for the Committee; f. assist the Committee in its evaluation of cash flow and/or other projections prepared by the Debtors; g. scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of the Chapter 11 Cases; h. perform forensic investigation services, as requested by the Committee and counsel, regarding pre-petition activities of the Debtors in order to identify potential causes of action, including investigating intercompany transfers, improvements in position, and fraudulent transfers; i. analyze transactions with insiders, related and/or affiliated companies; j. analyze transactions with the Debtors' financing institutions; k. attend meetings of creditors and conference calls with representatives of the creditor groups and their counsel; l. prepare certain valuation analyses of the Debtors' businesses and assets using various professionally accepted methodologies; m. as needed, prepare alternative business projections relating to the valuation of the Debtors' business enterprise; n. monitor the Debtors' sales process, assist the Committee in evaluating sales proposals and alternatives, and attend any auction(s) of the Debtors' assets; o. evaluate financing proposals and alternatives proposed by the Debtors for debtor-in-possession financing, use of cash collateral, exit financing and capital raising supporting any plan of reorganization; p. assist the Committee in its review of the financial aspects of a plan of reorganization or liquidation submitted by the Debtors and perform any related analyses, specifically including liquidation analyses and feasibility analyses and evaluate best exit strategy; q. assist counsel in preparing for any depositions and testimony, as well as prepare for and provide expert testimony at depositions and court hearings, as requested; r. assist counsel in evaluating any tax issues that may arise if necessary; and s. perform other necessary services as the Committee or the Committee's counsel may request from time to time with respect to the financial, business and economic issues that may arise. BDO will bill at its customary hourly billing rates as follows: Partners/Managing Directors $475-$795 per hour Directors/Sr. Managers $375-$550 per hour Managers/Vice Presidents $325-$460 per hour Paraprofessionals $200-$350 per hour Staff $150-$225 per hour David Berliner, a partner in the firm of BDO Consulting, a division of BDO USA, LLP, attests that BDO is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to the interests of the Debtors' estates with respect to the matters for which it is to be employed. The firm can be reached through: David Berliner BDO USA, LLP 100 Park Avenue, New York, NY 10017 About Ed Map Inc. Ed Map, Inc. -- https://www.edmap.com -- is a content strategy and logistics company. It was established in 2001 with the vision of serving higher education through service and technology. Ed Map sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-55889) on September 17, 2018. In the petition signed by Michael Mark, chief executive officer, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge John E. Hoffman, Jr. presides over the case. ED MAP: Committee Taps Hires Wickens Herzer Panza as Co-Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Ed Map Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Wickens Herzer Panza as co-counsel to the Committee. Legal services required of WHP are: a. review documents; b. prepare and file pleadings, motions and legal briefs; c. prepare responses to similar filings on the part of the Debtor and other parties in interest d. investigate and conduct legal research necessary to support argument in fact and law; e. prepare and attend hearings, depositions, settlement conferences and other court appearances; and f. provide the Committee with advice and co-counsel as to all matters arising in or from ths chapter 11 case. The firm's hourly rates are: Directors/Shareholder: $480 to $270 Attorneys: $375 to $150 Paralegals: $105 to $75 Christopher Peer, Esq., and John Polinko, Esq., the attorneys who are expected to handle the case, will charge $325 per hour. Mr. Peer disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher W. Peer, Esq. John A. Polinko, Esq. Wickens, Herzer, Panza, Cook & Batista Co. 35765 Chester Road Avon, OH 44011-1262 Phone: (440) 695-8000 Fax: (440) 695-8098 E-mail: Cpeer@wickenslaw.com E-mail: JPolinko@WickensLaw.com About Ed Map Inc. Ed Map, Inc. -- https://www.edmap.com/ -- is a content strategy and logistics company. It was established in 2001 with the vision of serving higher education through service and technology. Ed Map sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-55889) on Sept. 17, 2018. In the petition signed by Michael Mark, chief executive officer, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge John E. Hoffman, Jr. presides over the case. ED MAP: Committee Taps Lowenstein Sandler as Legal Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Ed Map Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Lowenstein Sandler LLP as legal counsel to the Committee, effective as of October 15, 2018. The professional services that Lowenstein Sandler will provide to the Committee are: (a) advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assist the Committee in its investigation of the liens and claims of the holders of the Debtors' prepetition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing or other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in these Chapter 11 Cases; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (j) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing as may be necessary in furtherance of the Committee's interests and objectives in these Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals including, Lowenstein Sandler; and (k) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler's standard hourly rates are: Partners of the Firm $600 - $1,285 Senior Counsel and Counsel $405 - $760 (generally 7 or more years' experience) Associates $350 - $580 (generally less than 6 years' experience) Paralegals and Assistants $135 - $340 Lowenstein Sandler has agreed to discount its standard hourly rates for partners by 15% in rendering services to the Committee in these Chapter 11 Cases. Bruce S. Nathan, a partner of the law firm of Lowenstein Sandler, attests that Lowenstein Sandler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The counsel can be reached through: Bruce S. Nathan, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Tel: 212-262-6700 Fax: 212-262-7402 Email: bnathan@lowenstein.com About Ed Map Inc. Ed Map, Inc. -- https://www.edmap.com -- is a content strategy and logistics company. It was established in 2001 with the vision of serving higher education through service and technology. Ed Map sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-55889) on September 17, 2018. In the petition signed by Michael Mark, chief executive officer, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge John E. Hoffman, Jr. presides over the case. EGALET CORPORATION: Hires Berkeley Research as Financial Advisor ---------------------------------------------------------------- Egalet Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Berkeley Research Group, LLC, as financial advisor to the Debtors. Services that BRG will render to the Debtors are: a) assist the Debtors in planning for and preparing Chapter 11 bankruptcy documents/pleadings, including required first day orders. b) advise and assist the Debtors in preparing and analyzing cash flow and financial projections related to liquidity and borrowing needs; c) assist the Debtors with the negotiation of use of cash collateral; d) assist in the preparation of the Debtors’ Schedule of Assets and Liabilities and Statement of Financial Affairs; e) assist the Debtors in preparing Monthly Operating Reports; f) assist the Debtors in reviewing claims, resolving claim disputes and otherwise providing support for the claims process; g) support and assist the Debtors in providing potential third parties with financial and operational information and providing explanations thereon in connection with a potential transaction or Section 363 process; h) advise and assist management and counsel in preparing any court motions, applications or other forms of relief filed or to be filed by the Debtors. Review and advise on pleadings filed by any other parties-in-interest; i) assist with monitoring compliance with Bankruptcy Court orders; j) if requested, assist in preparation of reports to the board of directors of the Debtors and the status of implementation of restructuring initiatives; k) coordinate activities with the Debtors' professional advisors and Debtors' counsels to achieve case efficiencies and avoid duplication of efforts, and, to the extent necessary, assist with preparation of any financial materials or analyses that may be required as a part of such efforts; l) if requested, assist in the preparation of any bankruptcy plan and related disclosure statement; m) if requested, attend Court hearings as may be required; n) render such other general business consulting or such other assistance as the management or its counsels may deem necessary, including expert testimony, that are consistent with the role of a financial advisor; o) participate in meetings and providing support to the Debtors and their other professional advisors in negotiations with potential investors, lenders, the Creditors' Committee, if appointed, the U.S. trustee's office, other parties-in-interest, and professionals hired by same, as requested; p) provide other services as requested by the Court or the Debtors. The standard hourly rates for the BRG professionals are: Edwin N. Ordway, Jr. $995 Bob Butler $825 Ron Zaidman $725 James Geraghty $375 Managing Director $675 - $995 Director $505 - $740 Professional Staff $260 - $510 Support Staff $135 - $195 Edwin N. Ordway, Jr., Managing Director with Berkeley Research Group, LLC, attests that BRG is a "disinterested person" as that term is defined in Sec. 101(14) and that BRG does not hold or represent any interest adverse to the estates. The firm can be reached through: Edwin N. Ordway, Jr. Berkeley Research Group, LLC 810 Seventh Avenue, Suite 4100 New York, NY 10019 Tel: 646-205-9320 Fax: 646-454-1174 Email: eordway@thinkbrg.com 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 (Bankr. D. Del. Lead Case No. Case No. 18-12439) on Oct. 30, 2018. In the petition signed by Robert Radie, president and CEO, the Debtors declared total assets of $99,980,000 and total debt 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. EGALET CORPORATION: Hires KPMG LLP as Tax Consultants ----------------------------------------------------- Egalet Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP as tax compliance providers and tax consultants to the Debtors nunc pro tunc to October 30, 2018. Services to be rendered by KMPG: Tax Compliance Services a. assist in gathering necessary period-end tax and financial information and schedules; b. assist in the identification and computation of temporary and permanent differences; c. compute a preliminary income tax provision for management's review and approval; d. prepare income tax related balance sheet accounts and footnote disclosures for management's review and approval; e. assist the Debtors in their efforts to work with its independent auditors to draft income tax provision work papers; f. compute 2018 quarterly tax provisions for management's review and approval; and g. determine the Debtors' quarterly estimated tax payments for the 2018 tax year. Tax Consulting Services i. Buy-side Tax Due Diligence, Tax Structuring, and Purchase Agreement Review. a. Buy Side Tax Due Diligence Services regarding Debtors' potential acquisition of certain assets of another company; - Read the Letter of Intent; Target's offering memorandum and financial statements; and the Debtors’ draft financial model, and prepare: An initial issues list/focus areas and a tax information request list; - Interview Target management and outside advisors to obtain background information and inquire about Target; - Obtain and read workpapers relating to the impact of P.L. 115-97 on Target’s tax position, including mandatory repatriation, as well as impact on Target's posture for the next five years; - Obtain and read the tax provision and return workpapers (including reserves for uncertain tax positions); - Obtain and read U.S. federal, state, and local, as well as foreign income tax returns; - Obtain and read correspondence from federal, state, and foreign taxing authorities, including completed and pending tax examinations, and inquire regarding current status for the prior five taxable years; - Inquire about tax rulings, changes in accounting methods, or closing agreements entered into during the past five years or any pending ruling requests; - Inquire about the use of independent contractors, if any, and procedures for classifying workers as independent contractors. Read information available and make inquiries about Target's Form 1099 filings; - Inquire about tax opinion letters, correspondence, and memoranda or studies prepared by Target, its outside tax advisor, or its tax counsel regarding tax planning or significant tax exposure items within the last five years; - Inquire about tax sharing agreements or other tax arrangements; - Inquire about intercompany agreements, transfer pricing, and related party transactions (including intercompany debt and its treatment under section 385). Obtain and read a schedule of intercompany debt by entity, including accrued or payable withholding taxes; - Inquire about the total value and types of products imported into the U.S., the total value and types of products exported from the U.S., and whether there have been any disclosures to the government for import and / or export issues or if there are any ongoing investigations related to import and/or export issues; - Inquire about corporate (or asset) mergers, acquisitions, divestitures, bankruptcies, and restructurings occurring within the last five years, including dates and types of transactions and tax basis implications of such transactions; - Inquire about the non-income tax compliance and examination status; - Obtain, read and inquire about deferred compensation plans, including US and foreign pension plans and defined contribution plans and any ESOPs. Also inquire with regard to any funded or partly funded health and welfare benefit plans; - Obtain, read, and inquire about Target's group health plan coverage, notices, and filings to assess compliance with the Patient Protection and Affordable Care Act and estimate any penalty exposure; - Obtain and read the earnings stripping calculations (Section 163(j)); - Obtain and read a schedule of the following items for each foreign subsidiary: Tax basis in subsidiary stock; Accumulated earnings & profits; Foreign tax pools; and Distributable reserves (as defined under foreign law) as of the most recent period available; and - Obtain, read, and inquire about Target's S corporation status. b. Tax Structuring and Purchase Agreement Review - Read and comment on the tax aspects of the financial model; - Read and comment on the tax aspects of the Purchase Agreement; - Read and comment on tax aspects of the Funds Flow; - Provide tax analysis on the tax treatment of the proposed transaction including the use of equity consideration and the future payment of royalties and, at your request, prepare a structure deck illustrating the proposed steps and related tax analysis to complete the client determined transaction in a tax efficient manner; and - Provide advice, consultations, calculations, or other services ii. General Tax Consulting services regarding tax compliance services including: a. Provide Debtors with general tax consulting services that may arise for which the Debtors seek KPMG's advice, both written and oral. The firm will charge these discounted hourly rates: Tax Compliance Services Partners/Principals/ Managing Directors $600 - $688 Senior Managers/Directors $540 - $625 Managers $420 - $575 Senior Associates $310 - $425 Associates $230 - $263 Tax Consulting Services Partners/Principals $900 Managing Directors $840 Senior Managers/Directors $780 Managers $725 Senior Associates $545 Associates $335 Para-Professionals $265 General Tax Consulting Services Partners/Principals/Managing Directors $840 - $963 Senior Managers $756 - $875 Managers $588 - $805 Senior Associates $434 - $595 Associates $322 - $368 Howard Steinberg, partner of KPMG LLP, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Howard Steinberg KPMG LLP 1350 Avenue of the Americas New York, NY 10019 Tel: +1 212 909 5400 Fax: +1 212 909 5155 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 (Bankr. D. Del. Lead Case No. Case No. 18-12439) on Oct. 30, 2018. In the petition signed by Robert Radie, president and CEO, the Debtors declared total assets of $99,980,000 and total debt 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. EGALET CORPORATION: Hires Piper Jaffray as Investment Banker ------------------------------------------------------------ Egalet Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Piper Jaffray & Co. as investment banking financial advisor to the Debtors. Services Piper Jaffray will perform are: a. become familiar with the business, operations, financial condition, and prospects of the Debtors; b. review and evaluate the Debtors' financial condition, outlook, and debt capacity; c. assist in the development of financial data and presentations to Debtor stakeholders, the Debtors' Board of Directors, and other parties; d. participate in negotiations among the Debtors, their creditors and other interested parties with respect to any of the transactions contemplated by the Engagement Agreement; e. assist in the arranging, structuring, evaluating, negotiating, and effecting of any of the transactions contemplated by the Engagement Agreement and any due diligence processes undertaken to achieve such end; f. develop and analyze the Egalet Plan and the potential impact on the value of Debtors and the recoveries of those Egalet stakeholders impacted by the Egalet Plan; and g. provide such other advisory services as are customarily provided in connection with the analysis, negotiation, and execution of any of the transactions contemplated in the Engagement Agreement, as requested and mutually agreed. Piper Jaffray will be compensated according to this fee arrangement: a. Monthly Fees. Pursuant to the Engagement Agreement dated June 20, 2018 included herein, a monthly fee of $100,000 for the first two months of Piper Jaffray's engagement, due and payable in advance on the effective date of the Engagement Agreement and on the one-month anniversary of the effective date, which assumed certain Restructuring Services would no longer be performed by Piper Jaffray after the two-month anniversary of the Engagement Agreement. Subsequently, per Piper Jaffray's and the Debtors' mutual agreement that Piper Jaffray would continue rendering such Restructuring Services, Piper Jaffray and the Debtors mutually agreed to extend Monthly Fee compensation, such continuation starting with the third Monthly Fee billed on August 27, 2018, pursuant to the First Amendment to Engagement Letter dated September 6, 2018. Further, Piper Jaffray and the Debtors also agreed that all such Monthly Fees beginning with the third Monthly Fee shall be fully credited against the Restructuring Fee. b. Financing Fee. In the event of Financing, a fee of (1) 3.00% of the total gross proceeds of any senior, subordinated, or mezzanine debt financing and (2) 6.00% of the ratable share of total gross proceeds of any equity or equity-linked financing, in each case, received from Investors; provided, that (i) to the extent that Leerink Partners LLC does not participate in a minimum of 30% of the economics provided to bankers in such Financing in accordance with the terms of that certain engagement letter by and between the Company and Leerink dated March 20, 2018, or (ii) in the event of an offering of convertible debt securities that is not an exchange for the Company's outstanding 5.50% Notes or 6.50% Notes and if and to the extent that JMP Securities is paid its fee of 0.75% of gross proceeds of such offering (up to $1 million), in each case (i) and (ii), the Financing Fee shall be reduced by the amount of such shortfall). For the avoidance of doubt, total gross proceeds as used above shall reflect all amounts committed by any Investor, whether or not funded at the time of closing of such Financing. c. Restructuring Fee. A fee of $1,500,000 payable upon consummation of any Restructuring. d. M&A Transaction Fee. A fee of $1,000,000 payable upon consummation of an M&A Transaction. Richard Shinder, managing director of Piper Jaffray, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Shinder Piper Jaffray & Co. 345 Park Avenue, Suite 1200 New York, NY 10154 Tel: +1 212 284-9456 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 (Bankr. D. Del. Lead Case No. Case No. 18-12439) on Oct. 30, 2018. In the petition signed by Robert Radie, president and CEO, the Debtors declared total assets of $99,980,000 and total debt 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. EGALET CORPORATION: May Use Cash Collateral on Interim Basis ------------------------------------------------------------ The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware has entered an interim order authorizing Egalet Corporation, and its debtor-affiliates to use cash collateral in accordance with the approved Budget. The final hearing on Debtors' Cash Collateral Motion will be held on Dec. 3, 2018 at 11:00 a.m. Any party-in-interest objecting to the relief sought at the Final Hearing will serve and file written objection no later than Nov. 26, 2018. The Debtors are authorized to use cash collateral in accordance with the Bbudget for the period from the Petition Date through the date which is the earliest to occur of (i) the expiration of the Remedies Notice Period, (ii) the date that is 45 days drom the Petition Date if the Court has not entered the Final Order on or before such date, and (iii) the date that is 6 months after the Petition Date. The Cash Collateral may be used by the Debtors to: (i) finance their working capital needs and for any other general corporate purposes; and (ii) pay related transaction costs, fees, liabilities and expenses (including all professional fees and expenses) and other administration costs incurred in connection with and for the benefit of these Chapter 11 Cases (including the Adequate Protection Payments), in each case solely to the extent consistent with the Budget or the Interim Order. Egalet Corporation issued 13% Senior Secured Notes pursuant to that certain Indenture among Egalet, the Guarantors from time to time party thereto, and U.S. Bank National Association, as trustee and collateral agent. As of the Petition Date, the Debtors were jointly and severally indebted to the Prepetition Secured Creditors pursuant to the Prepetition Notes Documents, in the aggregate principal amount of $80,000,000, secured by valid, binding, perfected first-priority security interests in and liens on the Collateral, including substantially all of the Debtors' assets, including cash, in each case subject to certain exceptions as set forth in the Secured Notes Indenture. To the extent of any diminution in value of their interests in the prepetition collateral from and after the petition date, the Debtors propose to grant U.S. Bank, on behalf of itself and for the benefit of the Prepetition Secured Noteholders, the following: (A) Additional and replacement continuing valid, binding, enforceable, nonavoidable, and automatically perfected postpetition security interests in and liens on all of each Debtor's presently owned or hereafter acquired property and assets (including, subject to entry of a final order, any proceeds or property recovered in respect of the Debtors' claims or causes of action under sections 544, 545, 547, 548 or 550 of the Bankruptcy Code or any other similar state or federal law) other than OXAYDO Excluded Assets, whether such property and assets were acquired by such Debtor before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located. The Adequate Protection Liens will be subject and subordinate only to (i) the Carve Out and, (ii) with respect to the restricted certificate of deposit account at Wells Fargo Bank, N.A. (ending in x1527), the lien granted to Wells Fargo Bank, N.A. pursuant to the interim and final orders approving the Debtors' continued use of their existing bank accounts and cash management system, and will secure the Prepetition Secured Obligations to the extent of any Diminution in Value of the Prepetition Secured Creditors' interests in the Prepetition Collateral from and after the Petition Date; (B) An allowed superpriority administrative expense 507(b) claim, which 507(b) Claim will be an allowed claim against each of the Debtors (jointly and severally), subject only to the payment of the Carve Out, with priority over any and all administrative expenses and all other claims against the Debtors now existing or hereafter arising, of any kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and all other administrative expenses or other claims arising under any other provision of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment lien or other nonconsensual lien, levy, or attachment. The 507(b) Claim will be payable from and have recourse to all prepetition and postpetition property of the Debtors (including, for the avoidance of doubt, the OXAYDO Excluded Assets) and the proceeds thereof, subject to the relative priorities. (C) The Debtors are authorized and directed to pay, within ten calendar days of delivery of an invoice, all reasonable and documented prepetition and postpetition fees and expenses of: (i) one primary counsel to the Prepetition Trustee; and (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Ad Hoc Secured Noteholder Committee and one local counsel retained by both the Ad Hoc Secured Noteholder Committee and the Prepetition Trustee. Payment of all such fees and expenses will not be subject to allowance by the Court and such professionals will not be required to comply with the U.S. Trustee fee guidelines. (D) The Debtors will pay U.S. Bank, for the benefit of itself and the Prepetition Secured Noteholders, monthly adequate protection payments, in an amount resulting from applying a per annum rate equal to the non-default contract interest rate set forth in the Secured Notes Indenture to the aggregate outstanding amount of Prepetition Secured Obligations as of the Petition Date in respect of such relevant periods ending after the Petition Date. (E) Every four weeks following entry of the Interim Order, the Debtors will provide U.S. Bank and counsel to the Ad Hoc Secured Noteholder Committee with an updated Budget for the subsequent 13-week period. On the third business day of each week following entry of the Interim Order, the Debtors will also provide U.S. Bank and counsel to the Ad Hoc Secured Noteholder Committee a Budget Variance Report setting forth in reasonable detail actual cash receipts and disbursements for the prior week. (F) The Debtors will ensure that at no time any of the following occur: (i) a negative variance of 15% or more from the total cash receipts set forth in the Budget; and (ii) a negative variance of 15% or more from the total operating disbursements. (G) The Debtors will permit representatives, agents and employees of U.S. Bank and the Ad Hoc Secured Noteholder Committee to have reasonable access to (i) inspect the Debtors' properties, (ii) examine the Debtors' books and records, and (iii) to discuss the Debtors' affairs, finances, and condition with the Debtors' senior management and financial advisors. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/deb18-12439-53.pdf 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). In the petition signed by Robert Radie, president and CEO, the Debtors declared total assets of $99,980,000 and total debt 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. EGALET CORPORATION: Seeks Authorization on Cash Collateral Use -------------------------------------------------------------- Egalet Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral in the ordinary course of its business to the extent provided in the Budget. The Debtors seek authority to use the Cash Collateral to: (i) finance their working capital needs and for any other general corporate purposes; and (ii) pay related transaction costs, fees, liabilities and expenses (including all professional fees and expenses) and other administration costs incurred in connection with and for the benefit of these Chapter 11 Cases (including the Adequate Protection Payments), in each case solely to the extent consistent with the Budget or the Interim Order. Egalet Corporation issued 13% Senior Secured Notes pursuant to that certain Indenture among Egalet, the Guarantors from time to time party thereto, and U.S. Bank National Association, as trustee and collateral agent. As of the Petition Date, the Debtors were jointly and severally indebted to the Prepetition Secured Creditors pursuant to the Prepetition Notes Documents, in the aggregate principal amount of $80,000,000, secured by valid, binding, perfected first-priority security interests in and liens on the Collateral, including substantially all of the Debtors' assets, including cash, in each case subject to certain exceptions as set forth in the Secured Notes Indenture. The Prepetition Secured Creditors and the Debtors have negotiated at arms-length and in good faith regarding the Debtors' use of Cash Collateral to fund the continued operation of the Debtors' businesses during the period from the Petition Date through the date which is the earliest to occur of (i) the expiration of the Remedies Notice Period, (ii) the date that is 45 days from the Petition Date if the Court has not entered the Final Order on or before such date, and (iii) the date that is 6 months after the Petition Date. U.S. Bank, with the consent of the Prepetition Secured Noteholders, has agreed not to object to the Debtors' proposed use of Cash Collateral and the terms of the adequate protection provided therefor. To the extent of any diminution in value of their interests in the prepetition collateral from and after the petition date, the Debtors propose to grant U.S. Bank, on behalf of itself and for the benefit of the Prepetition Secured Noteholders, the following: (A) Additional and replacement continuing valid, binding, enforceable, nonavoidable, and automatically perfected postpetition security interests in and liens on all of each Debtor's presently owned or hereafter acquired property and assets (including, subject to entry of a final order, any proceeds or property recovered in respect of the Debtors' claims or causes of action under sections 544, 545, 547, 548 or 550 of the Bankruptcy Code or any other similar state or federal law) other than OXAYDO Excluded Assets, whether such property and assets were acquired by such Debtor before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located; (B) The Adequate Protection Liens will be subject and subordinate only to (i) the Carve Out and, (ii) with respect to the restricted certificate of deposit account at Wells Fargo Bank, N.A. (ending in x1527), the lien granted to Wells Fargo Bank, N.A. pursuant to the interim and final orders approving the Debtors' continued use of their existing bank accounts and cash management system, and will secure the Prepetition Secured Obligations to the extent of any Diminution in Value of the Prepetition Secured Creditors' interests in the Prepetition Collateral from and after the Petition Date; (C) An allowed superpriority administrative expense 507(b) claim, which 507(b) Claim will be an allowed claim against each of the Debtors (jointly and severally), subject only to the payment of the Carve Out, with priority over any and all administrative expenses and all other claims against the Debtors now existing or hereafter arising, of any kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and all other administrative expenses or other claims arising under any other provision of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment lien or other nonconsensual lien, levy, or attachment. The 507(b) Claim will be payable from and have recourse to all prepetition and postpetition property of the Debtors (including, for the avoidance of doubt, the OXAYDO Excluded Assets) and the proceeds thereof, subject to the relative priorities. (D) The Debtors will pay U.S. Bank, for the benefit of itself and the Prepetition Secured Noteholders, monthly adequate protection payments, in an amount resulting from applying a per annum rate equal to the non-default contract interest rate set forth in the Secured Notes Indenture to the aggregate outstanding amount of Prepetition Secured Obligations as of the Petition Date in respect of such relevant periods ending after the Petition Date. (E) The Debtors are authorized and directed to pay, within ten calendar days of delivery of an invoice, all reasonable and documented prepetition and postpetition fees and expenses of: (i) one primary counsel to the Prepetition Trustee; and (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Ad Hoc Secured Noteholder Committee and one local counsel retained by both the Ad Hoc Secured Noteholder Committee and the Prepetition Trustee. Payment of all such fees and expenses will not be subject to allowance by the Court and such professionals will not be required to comply with the U.S. Trustee fee guidelines. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/deb18-12439-5.pdf 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). In the petition signed by Robert Radie, president and chief executive officer, the Debtors declared total assets of $99,980,000 and total debt 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. ELEMENTS BEHAVIORAL: Files Chapter 11 Plan of Liquidation --------------------------------------------------------- EBH Topco, LLC and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a combined disclosure statement and chapter 11 plan of liquidation dated Nov. 9, 2018. The Combined Plan and Disclosure Statement reflect substantial negotiations among the Debtors, Project Build Behavioral Health, LLC, and the Official Committee of Unsecured Creditors as contemplated by the Settlement Term Sheet attached to the Sale Order. The Combined Plan and Disclosure Statement is a liquidating chapter 11 plan. The Combined Plan and Disclosure Statement provides that upon the Effective Date: (i) Creditor Trust Assets will be transferred to the Creditor Trust; (ii) any Acquired Assets not previously transferred to PBBH will be transferred from the Debtors to PBBH, in each instance as part of a Close of Sale; and (iii) after completing all of their ordinary course business operations and fiduciary obligations, the Reorganized Debtors will be dissolved. Thereafter, the Creditor Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement. To the extent any Residual Assets remain upon the Effective Date of the Combined Plan and Disclosure Statement, the Reorganized Debtors will wind down and liquidate the Residual Assets, with any proceeds from such disposition being paid to PBBH in partial satisfaction of PBBH’s senior secured liens on the Residual Assets. The Creditor Trust Assets will be comprised of the Estate Claims and the Trust Funding, which amounts will be the source of Distributions to Holders of Class 4 Claims and Class 7 Claims. All of the Acquired Assets of the Debtors will be transferred to PBBH upon Close of Sales. Any Residual Assets as of the Effective Date will be retained by and vest in the Reorganized Debtors to be liquidated by the Reorganized Debtors, with the proceeds being distributed first to PBBH on account of its First Lien Claims until satisfied in full and then pursuant to the priorities of the Bankruptcy Code. The Distributions to be made under the Combined Plan and Disclosure Statement are expressly conditioned upon availability under the Combined Budget and the DIP Facility. Each Holder of an Allowed General Unsecured Claim will receive a Pro Rata Share of the beneficial interest in the Creditor Trust and as beneficiary of the Creditor Trust will receive, on a distribution date, their Pro Rata Share of net Cash derived from the Creditor Trust Assets available for Distribution on each such distribution date as provided under the Combined Plan and Disclosure Statement and Creditor Trust Agreement, as full and complete satisfaction of the Claims against the Creditor Trust. The Debtors estimate that the aggregate amount of Allowed General Unsecured Claims will be approximately $195,128,358.87 based on the Debtors’ Schedules and Claims asserted against the Estates. A copy of the Combined Plan and Disclosure Statement is available for free at: http://bankrupt.com/misc/deb18-11212-569.pdf About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC, along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. The Debtors tapped Alvarez & Marsal LLC as initial restructuring advisor; Houlihan Lokey Capital, Inc. as investment banker; and Donlin, Recano & Company, Inc. as the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel; Arent Fox LLP as co-counsel; and Zolfo Cooper, LLC as financial advisor. ENGINE HOLDING: S&P Assigns 'CCC+' ICR, Outlook Negative -------------------------------------------------------- S&P Global Ratings said it assigned its 'CCC+' issuer credit rating to Engine Holding LLC. The rating outlook is negative. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '2' recovery rating to Engine's senior secured first-lien credit facility. The '2' recovery rating indicates our expectation for substantial recovery (70%-90%; rounded estimate: 80%) of principal in the event of payment default. "We also assigned our 'CCC' issue-level rating and '5' recovery rating to the company's senior secured second-lien loan. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 15%) of principal in the event of a payment default. "The rating on Engine reflects our belief that the company's capital structure is unsustainable absent meaningful improvement in its operating performance, given high interest costs and high mandatory debt amortization payments. We believe recent underperformance in revenue and EBITDA due to lower-than-expected client volumes will persist, resulting in limited cash flow generation." Covenant violations in the second quarter were a result of lower-than-expected revenue growth and EBITDA generation due to deteriorating client spending volumes and the company's relatively fixed-cost structure. S&P said, "We do not expect these negative pressures to abate over the next 12 months despite the company's recently announced rebranding and corporate reorganization. Specifically, we believe lower-than-expected client volumes will continue as Engine's customers rationalize advertising and market research spending in data analytics, creative content, and digital marketing. While the company is exposed to positive digital advertising capabilities, we believe that its size is limited and its pricing power is insufficient to offset recent volume declines. We also believe that the company will continue to compete against larger, better-capitalized peers that are global in scale and can service client needs through both digital and traditional advertising formats." The negative outlook reflects the risk that cash flows could be insufficient to cover Engine's fixed-interest and debt-amortization charges over the next 12 months due to accelerating competitive pressures and deteriorating client volumes. This scenario could include worse-than-expected revenue declines or operational inefficiencies from the reorganization, leading to lower EBITDA generation and FOCF to debt at or below the 5% area. S&P said, "We could lower our rating on Engine if revenue declines or EBITDA generation are worse than expected, such that FOCF to debt remains below 5%, leading us to believe that a payment default scenario is likely over the next 12 months. This could result from accelerated client ad spending declines, lost clients, or operational inefficiencies related to the turnaround plan. We could also lower the rating if we expect the company to violate its financial maintenance covenants again. "We could raise the rating on the company if revenue and EBITDA increase such that FOCF to debt rises and is sustained in the high-single-digit percentage area, leading us to believe that the capital structure is sustainable long-term. This scenario would include increasing client volumes, net client account wins, and a successfully integrated turnaround plan and rebranding campaign with minimal client turnover." FABRIC FANATICS: Hires Demarco Mitchell as Counsel -------------------------------------------------- Fabric Fanatics, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ DeMarco-Mitchell, PLLC, as counsel for the Debtor. Fabric Fanatics requires Demarco-Mitchell to: a. take all necessary action to protect and preserve the estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which it is involved, and objecting to claims; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate; c. formulate, negotiate, and propose a plan of reorganization; and d. perform all other necessary legal services in connection with the bankruptcy proceedings. Demarco-Mitchell will be paid at these hourly rates: Robert T. DeMarco $350 Michael S. Mitchell $300 Barbara Drake (paralegal) $125 Demarco-Mitchell will be paid a retainer in the amount of $6,717. Demarco-Mitchell has incurred fees and expenses of $1,504, and $1,717 filing fee prior to the Petition Date, leaving the remaining balance of $3,396 held in trust by the firm. Demarco-Mitchell will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert T. DeMarco, member of the law firm of Demarco-Mitchell, 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. Demarco-Mitchell can be reached at: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 About Fabric Fanatics Fabric Fanatics, Inc., a Texas corporation, currently operates from Plano, Texas. It was started in 2002 and sells only 100% cotton Batik fabrics to the retail consumer via storefront, internet, and quilt shows Fabric Fanatics filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42287) on Oct. 10, 2018. In the petition signed by Lisa Anderson, president, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in estimated liabilities. DeMarco Mitchell, PLLC, led by Robert T. DeMarco, serves as counsel to the Debtor. FALLS EVENT: Seeks to Hire Jones Lang as Real Estate Broker ----------------------------------------------------------- The Falls Event Center LLC has filed an amended application with the U.S. Bankruptcy Court for the District of Utah seeking approval to hire Jones Lang LaSalle Americas, Inc., as real estate broker to the Debtors. Falls Event requires Jones Lang to market and sell the following real properties of the Debtors: (a) some or all of the real property owned by Debtor McMinnville located in McMinnville, Oregon 97128; (b) the real property owned by Debtor St. George located at 170 South Mall Drive, St. George, Utah 84790; (c) the real property owned by Debtor Bricktown located at 108 East California Avenue, Oklahoma City, Oklahoma; (d) the real property owned by Debtor Clovis located at 250 & 270 North Clovis Avenue, Clovis, California 68312; (e) the real property owned by Burr Ridge LLC located at 120 Harvester Drive, Burr Ridge, Illinois 60527; (f) the real property owned by Beaverton LLC located at 12655 Southwest Miliken Way, Beaverton, Oregon; (g) the real property owned by Stone Oak LLC located at the South side of Stone Oak Parkway West of Highway 281, San Antonio, Texas 78258; (h) the real property owned by Cutten Road LLC located at 13455 Cutten Road, Houston, Texas 77069; and (i) the real property owned by Austin Bluffs LLC located at Township 13 South Range 66 West, Colorado Springs, El Paso County, Colorado. Jones Lang will be paid a commission of 5% of the gross sales price. Brian Anderson, partner of Jones Lang LaSalle Americas, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jones Lang can be reached at: Brian Anderson JONES LANG LASALLE AMERICAS, INC. 111 S. Main St., Suite 300 Salt Lake City, UT 84111 Tel: (801) 456-9510 Fax: (801) 456-9545 About The Falls Event Center The Falls Event Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11, 2018. At the time of the filing, the Debtor estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million. Judge R. Kimball Mosier presides over the case. Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as restructuring advisors. On July 27, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the case. FARMERS BRANCH: Seeks Authority to Use Liftforward Cash Collateral ------------------------------------------------------------------ Farmers Branch Barbecue LLC seeks authority from the United States Bankruptcy Court for the Northern District of Texas to use the alleged cash collateral of Liftforward, Inc. to make payroll and continue operations as set forth in the budget. The Debtor has immediate need to use cash collateral to maintain operations of the business. The proposed budget provides total expenses of approximately $58,004 per month. Liftforward, Inc. has asserted a lien on the assets of Debtor including its accounts receivable and inventory. These assets may constitute cash collateral as that terms is defined in the bankruptcy code. The Debtor is willing to provide Liftforward with replacement liens pursuant to 11 U.S.C. Section 552 in accordance with its existing priority. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-33511-3.pdf About Farmers Branch Barbecue Farmers Branch Barbecue's business consists of the ownership and operation of a Dickie Barbecue restaurant in Farmers Branch, Texas. Farmers Branch Barbecue, LLC, doing business as Dickeys Barbecue Pit, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33511) on Oct. 30, 2018. In the petition signed by Jeff Bass, president, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. The Debtor is represented by Eric A. Liepins, Esq. of Eric A. Liepins, P.C. FAYETTE MEMORIAL: Taps H2C Analytics as Advisor & Investment Banker ------------------------------------------------------------------- Fayette Memorial Hospital, Inc., d/b/a Fayette Regional Health Systems, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana (Indianapolis) to hire H2C Analytics LLC as its financial advisor and investment banker nunc pro tunc to November 6, 2018. Services H2C will perform are: a) gain a thorough understanding of the Debtor through discussions with key representatives of management and the Board of Directors, as appropriate, and a review of information, including: results of operations and financial position; market/service area and strategic position within the market; strategic plans and associated financial forecasts, including capital requirements; and other operating, financial and legal information, as necessary; b) prepare a preliminary assessment of the value of Fayette on a standalone basis, including, but not limited to, assessments of operations, viability, and management, and provide such assessment for purposes including evaluating and/or supporting a plan of reorganization; c) advise and assist Fayette regarding any valuation reports or other valuations presented by other parties in the Bankruptcy Case, including analyzing the financial projections used therein and all assumptions, methodologies, and bases underlying or applied to such projections; d) review the Debtor's capital structure to obtain an understanding of constituent stakeholders, unencumbered assets, and long, short term and known contingent liabilities; e) determine, review and analyze whether any non-core assets or other such sources exist that could be used in a reorganization, sale or other such transaction to maximize recovery for all of the Debtor’s creditors and constituencies; f) interact and negotiate with all stakeholders, including necessary reporting and status updates. g) assist, prepare and review potential strategic options and outline the potential advantages and disadvantages and the impact of the various alternatives on the Debtor's stakeholders. h) participate in hearings before the Court with respect to the matters upon which H2C has been engaged pursuant to this Agreement, including testifying at any hearing or deposition in the Bankruptcy relating to financial matters involving the Debtor, including matters relating to valuation; i) cooperate with any third-party consultants retained by the Debtor and/or outside bankruptcy counsel in connection with the Bankruptcy, a valuation of the Debtor’s assets, and any other matter related to the services to be provided by H2C pursuant to this Agreement; j) advise and assist the Debtor and Counsel with respect to sales or other disposition of the Debtor's business or assets including assisting with identifying and soliciting potentially interested parties as required; k) advise and assist the Debtor and Counsel in developing a plan of reorganization or other such documents in preparation for reemergence out of Bankruptcy, as required, and assisting in the development of a timeline and milestones related to a potential sale of the Debtor's assets and/or operations. l) assist in the coordination of all activities related to closing the Transaction; m) if so requested, advise, solicit, negotiate and assist the Debtor in obtaining DIP financing; n) provide additional advisory services mutually agreed upon between the Debtor and H2C that is usual and customary in the Bankruptcy, including, but not limited to, reviewing and assisting the Debtor in the preparation of monthly operating reports, cash collateral and/or DIP financing budgets, cash flow projections, and similar reports. H2C's compensation are: With regard to financial advisory and bankruptcy administration services: (a) Hourly fees and reimbursement for travel expenses for financial advisory and bankruptcy administration services are: Managing Directors & Principals $550 to $625 per hour Vice President and Directors $400 to $550 per hour Analysts and Associates $275 to $450 per hour Other $100 to $250 per hour (b) To assist with Debtor's cash flow projections, an agreement to cap monthly invoices at $50,000, with excess incurred amounts available to roll over into future invoice periods; With regard to investment banking services: (c) A retainer of $25,000 to be paid upon entry of the retention order, which Retainer will be applied against the Completion Fee; (d) a DIP Placement Fee of $100,000 upon entry of an order authorizing debtor-in-possession financing from any acceptable source other than Comerica Bank, and a Dip Placement Fee of $50,000 upon entry of an order authorizing debtor-in-possession financing from Comerica Bank; and (e) A Completion Fee for completion of a Restructuring Transaction of 2% of the total consideration, with a minimum completion fee of $400,000. Wayne P. Weitz, a managing director of H2C, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. H2C can be reached through: Wayne P. Weitz H2C Analytics, LLC 623 Fifth Avenue, 29th Floor New York, NY 10022 Phone: 212-257-4500 About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. is a multi-faceted health care organization located in the heart of Connersville, Indiana. Fayette Memorial Hospital, Inc., d/b/a Fayette Regional Health Systems filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-07762) on Oct. 10, 2018. In the petition signed by Randall White, chief executive officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. Wendy D. Brewer, Esq., Laura MinSun Brymer, Esq., and Phillip Alan Martin, Esq. at FULTZ MADDOX DICKENS, PLC, represent the Debtor. FERMARALIZ CORP: Seeks to Hire Modesto Bigas Law as Attorney ------------------------------------------------------------ Fermaraliz Corp., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Modesto Bigas Law Office, as attorney to the Debtor. Fermaraliz Corp.requires Modesto Bigas Law to provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceedings. Modesto Bigas Law will be paid at the hourly rate of $250. Modesto Bigas Law will be paid a retainer in the amount of $7,500. Modesto Bigas Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Modesto Bigas Mendez, partner of Modesto Bigas Law Office, 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. Modesto Bigas Law can be reached at: Modesto Bigas Mendez, Esq. MODESTO BIGAS LAW OFFICE PO Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: modestobigas@yahoo.com About Fermaraliz Corp. Fermaraliz Corp., based in Coamo, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-06456) on Nov. 1, 2018. In the petition signed by Jose F. Espada Colon, president, the Debtor disclosed $389,300 in assets and $1,046,703 in liabilities. The Hon. Edward A. Godoy presides over the case. Modesto Bigas Mendez, Esq., at Modesto Bigas Law Office, serves as bankruptcy counsel to the Debtor. FIRSTENERGY SOLUTIONS: FG Sells West Lorain Facility for $144M -------------------------------------------------------------- FirstEnergy Generation, LLC ("FG") on Nov. 20, 2018, disclosed that it has agreed to sell its West Lorain Facility and related assets to Vermillion Power, LLC, an affiliate of Starwood Energy Group Global, LLC ("Starwood"), for a purchase price of $144 million in cash plus customary closing adjustments. The West Lorain Facility is a 545 MW, periodic-start, combustion-turbine generation station located on 500 acres in Lorain, Ohio near Lake Erie. The West Lorain Facility was constructed in 1973 as a combined-cycle electric generating system with two combustion turbines (Units 1A and 1B), two heat recovery steam generators, and a steam turbine generator. In 2001, five additional combustion turbines were installed (Units 2–6) and placed in operation. The plant currently operates on fuel oil, but is also capable of operating on natural gas. The sale will be accomplished pursuant to a court-supervised bankruptcy auction process in order to maximize the value of the assets being sold. FG has filed a motion with the Bankruptcy Court overseeing its chapter 11 cases for approval of auction and bid procedures that will permit other interested parties to submit competitive bids for the West Lorain Facility and related assets. In the event that no higher or better bids are received by FG, Starwood will acquire the business, subject to the satisfaction of customary conditions to closing. The sale is subject to receipt of customary approvals, including approval of the Federal Energy Regulatory Commission and Hart-Scott-Rodino. If approved, the companies expect to close the transaction in the first half of 2019. FirstEnergy Solutions Corp. ("FES"), its subsidiaries (including FG) and FirstEnergy Nuclear Operating Company on March 31, 2018, filed petitions under Chapter 11 of the Federal Bankruptcy Code to facilitate an orderly financial restructuring. The case is proceeding in U.S. Bankruptcy Court for the Northern District of Ohio, in Akron. Additional information can be found at https://cases.primeclerk.com/FES. Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel and Lazard is serving as investment banker to FES with respect to this sale and during FES's chapter 11 restructuring. King & Spalding LLP is serving as legal counsel to Starwood. About Starwood Energy Group Global, LLC Starwood Energy Group -- http://www.starwoodenergygroup.com-- is a private investment firm based in Greenwich, CT that specializes in energy infrastructure investments. Through its general opportunity funds and other affiliated investment vehicles, Starwood Energy Group has raised equity commitments in excess of $3 billion and has executed transactions totaling more than $7 billion in enterprise value. The Starwood Energy Group team brings extensive development, construction, operations, acquisition and financing expertise to its investments, with a focus on the natural gas and renewable power generation, and transmission sectors. Starwood Energy Group is an affiliate of Starwood Capital Group Global, L.P. About FirstEnergy Solutions Corp. Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and the Debtors have requested that their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FLORIDA MICROELECTRONICS: Hires Kelley & Fulton, P.L. as Counsel ---------------------------------------------------------------- Florida Microelectronics, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida (West Palm Beach) to hire Craig I. Kelley, Esq., and the law firm Kelley & Fulton, PL, as counsel. Professional services the firm will render are: (a) give advice to the Debtors with respect to its powers and duties as a Debtor in possession and the continued management of its business operations; (b) advise the Debtors with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the 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 Debtors in all matters pending before the court; (e) represent the Debtors in negotiation with its creditors in the preparation of a plan. Craig I. Kelley, Esq., will perform the legal services at the reduced hourly rate of $425.00 per hour and $125 per hour for paralegal fees. Craig I. Kelley, Esq., attorney at the firm, attests that neither nor the firm represent any interest adverse to the debtor or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The counsel can be reached through: Craig I. Kelley, Esq. Kelley & Fulton, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 E-mail: craig@kelleylawoffice.com About Florida Microelectronics Florida Microelectronics, LLC is a contract manufacturer that provides manufacturing services which include electronic and mechanical design and fabrication for a wide range of industry applications, from basic components to complex, turnkey systems, including kiosk assemblies. On Nov. 5, 2018, Florida Microelectronics filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23807) on November 5, 2018, listing under $1 million in assets and liabilities. Craig I. Kelley, Esq. at Kelley & Fulton, PL, represents the Debtor. FORASTERO INC: Treatment of Citibank's Claim Amended in New Plan ---------------------------------------------------------------- Forastero, Inc. filed its second amended disclosure statement in connection with its second amended plan of reorganization dated Nov. 9, 2018. The latest plan amends the treatment of Citibank, N.A.'s allowed secured claim in Class 1. The Debtor will complete a sale of the real property located at 2 Tahiti Beach Island Road, Coral Gables, Florida 33143. The Debtor is presenting to the Court a contract for sale of the real property with Frutafino, S.A.S. that will permit the claim of the secured creditor to be paid in full upon closing of the contract. Additionally, the Debtor, through its officers and shareholders, will have $240,000 available to make monthly adequate protection payments to the secured creditor during the period between the enjoining of the foreclosure sale and the closing of the transaction to Frutafino, S.A.S. The Debtor has also been involved in attempting to refinance the real property. It has obtained a term sheet from American Bancshares Mortgage, LLC for a loan in the amount of $6,500,000. The Debtor's primary focus is to complete the sale of the real property to Frutafino, S.A.S., but the Debtor will move forward with this re-finance should the sale be unable to close. Should this be necessary, the secured creditor will be paid in full from the loan proceeds. A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/flsb18-13397-101.pdf About Forastero Inc. Forastero, Inc., listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). Based in Coral Gables, Florida, Forastero filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13397) on March 23, 2018. In the petition signed by Marie C. Vallejo, authorized representative, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Robert A Mark. Richard R. Robles, Esq., and Nicholas G. Rosoletti, Esq., at the law firm Richard R Robles, PA, serve as the Debtor's counsel. Reiner & Reiner, P.A., is the special counsel. FORESTAR GROUP: S&P Assigns B Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to Forestar Group Inc. The outlook is stable. S&P said, "Our ratings on Forestar Group Inc. reflect its modest position as a small land developer, operating in an industry we consider highly volatile, and the risks of rising interest rates. Exposure to rising interest rates typically leads to negative growth for land developers as consumers curtail new home purchases when mortgage rates rise, often for protracted lengths of time until the market reverses and rates begin to decline. In 2016 and 2017, Forestar divested non-core oil and gas assets, renewing its strategic focus on real estate and removing the company from the less correlated oil and gas industry. While we view this as a positive from an operational standpoint, the company will no longer expend resources in an unrelated sector facing declining prices, but instead renew its growth and cost-cutting initiatives on its core business." It increases the company's concentration in the volatile real estate sector despite participating in shorter duration, phased developments with lower market risk. The increase in sector concentration is further compounded by the company's lack of differentiated products and services, relative to other land developer peers, such as property management or mortgage servicing, offering it little hedge in a recessionary environment. S&P said, "The stable outlook reflects our view that over the next twelve months, demand for new homes in Forestar's markets will remain strong as the company integrates with D.R. Horton. We expect that the company will draw down on its cash position to fund the development of long-term projects and that credit measures such as debt to EBITDA will remain in the 6x-6.5x range and debt to capital in the 35%-40% range. Further supporting the rating and outlook is the overall financial and operating strength of Forestar's corporate group owner, DHI, and our view that Forestar is moderately strategic to DHI. "We could lower the rating if DHI no longer considered Forestar important to its operations and began to draw down its position to a minority share or significantly curtailed its business that is sourced to Forestar, resulting in declining sales for the company and weakening credit metrics if Forestar issued its $1 billion in contingent debt. We could also lower our rating if Forestar were to have trouble accessing the capital markets and were unable to fund future capital for its expansion or it faced a liquidity crisis such that sources to uses of liquidity were to drop below 1.2x and the company was unable to meet its interest requirements. "It is unlikely we would raise the rating within the next twelve months until the company shows significant progress in its growth plans, which we assume will require up to $1.5 billion of external capital to fund. That said, we could raise the rating if we expected the company to generate free cash flow because of better-than-expected run-rate operations. We could also raise our rating if Forestar were to become strategically important to DHI, evidenced by DHI installing guarantees or cross default provisions on Forestar's debt, showing a commitment not to draw down its ownership, or if an overwhelming majority of DHI's land development operations became sourced by Forestar, such that the company became integral to DHI's operations." FOSTER ENTERPRISES: $775K Sale of Interest in Rialto Property OK'd ------------------------------------------------------------------ Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California authorized Foster Enterprises's sale of its interest in the real property located at 775 South Acacia Avenue, Rialto, California to Asian Pacific, Inc., in accordance with their Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, dated June 6, 2018, for $775,000, cash. A hearing on the Motion was held on Nov. 6, 2018 at 1:30 p.m. The 14-day stay under Federal Rule of Bankruptcy Procedure 6004(h) is waived. The sale of the Property will be free and clear of all liens, claims, and interests of the IRS, with all such liens, claims, and interests of the IRS to attach to the proceeds of the sale of the Property. In connection with the closing of the sale, MGR Real Estate, Inc., the commercial real estate broker for Foster Enterprises, will be entitled to the commission in the amount of $46,500. MGR is not required to file a fee application in connection with its compensation. Upon consummation of the Agreement, (i) the amount of $500,000 will be immediately paid to the IRS from escrow on account of its asserted secured claim against the Property; (ii) the amount of $8,144 will immediately be paid to the County of San Bernardino on account of its claim against the Property (which is the entire asserted secured claim of the County against the Property); (iii) the amount of $200,000 will be placed in a client trust account of Dykema Gossett, LLP, the counsel to Foster Enterprises, which remains subject to the IRS' lien, and (iv) the amount of $20,356 will be used for other closing costs. If the Other Costs are less than $20,356, such remainder of such Other Costs will be paid to the IRS. All payment to the IRS under the order will be made payable to the United States Treasury and sent to AUSA Jolene Tanner at 300 N. Los Angeles St., Ste. 7211, Los Angeles, CA 90012. In the event that Foster Enterprises' chapter 11 case is dismissed and any amount remains in the Client Trust Account, the Court will retain jurisdiction over all matters, disputes, and issues relating to the distribution of the Remainder Proceeds, including making a determination regarding the appropriate recipients of any portion of the Remainder Proceeds upon a properly noticed motion by Foster Enterprises or the United States, and without any limitation, any 506(c) surcharge claims against the Property. About Foster Enterprises Foster Enterprises is a trucking company in Ontario, California. The principal business address of the Debtor is 13610 S. Archibald Avenue, Ontario, San Bernardino County, California. Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15749) on July 10, 2017. In the petition signed by Jeffery Foster, general partner, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is jointly administered with the Chapter 11 case of Howard Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed on July 10, 2017. Ms. Foster is also a general partner in Debtor. The cases are assigned to Judge Scott C. Clarkson. The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin, Flewelling, Rasmussen, Campbell & Trytten LLP. MGR Real Estate, Inc., serves as the real estate broker to the Debtor. On April 23, 2018, the Court appointed MGR Real Estate, Inc., as the Debtor's broker. FOX PROPERTY: Allowed to Obtain Financing, Use Cash Collateral -------------------------------------------------------------- The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central District of California authorized Fox Property Holdings, LLC (a) to use cash collateral in accordance with the Debtor's operating budget for the period of November 1, 2018 through and including April 30, 2019, and (b) to obtain post-petition financing on an administrative expense priority basis from the Debtor's affiliate, US Longton, Inc., to cover the payment of any operating shortfalls reflected in the Budget. The Debtor is authorized to use cash collateral, but only up to the amounts reflected in the Budget, and the proceeds of the Financing to (i) pay all of the expenses set forth in the Budget, with authority to deviate from the line items contained in the Budget by not more than 20%, on both a line item and aggregate basis, with any unused portions to be carried over into the following weeks and (ii) pay all quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. The Secured Creditors will be granted valid, enforceable, non-avoidable and fully perfected replacement liens on, and security interests in, the Debtor's cash and rent revenue generated by the Property, to the extent of any diminution in value of such Secured Creditors' interests in the Debtor's pre-petition collateral, and to the same extent, validity, scope and priority of their pre-petition liens. A full-text copy of the Order is available at: http://bankrupt.com/misc/cacb18-10524-120.pdf About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel; and Park & Lim as special litigation counsel. FRANKLIN ACQUISITIONS: $230K Sale of El Paso Property Approved -------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas authorized Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions, LLC, to sell the real property located at 910 E. 1st Avenue in El Paso, Texas to Sisu Environ Development, LLC, assignee of Suzanne Dipp for $230,000. If Sisu fails to perform, the Trustee is authorized to sell the property to Don Luciano or assigns for $225,000. The sale is free and clear of all liens, claims, interests and encumbrances. All other liens, claims, interests and encumbrances will attach to the proceeds from the sale The following liens will be paid at closing: (i) ad valorem tax claims of the City of El Paso for years 2018 and prior in the amount of $15,814 if paid in November 2018 or $15,897 if paid in December; provided however that the year 2018 portion of the ad valorem taxes will be prorated in accordance with the Purchase Contract as of the date of closing; (ii) Propel Financial Services, LLC in the amount of $22,234 plus $5.46 per diem for each day after Nov. 30, 2018; (iii) lien of Downtown Renaissance J.V., assignee of Harvey D. Joseph if the parties can agree upon a payoff number; and (iv) remaining proceeds after payment of closing costs and superior liens to Charles Haddad in partial satisfaction of his lien against the property. The Trustee is authorized to pay broker's commissions of 6% if both the Trustee and the Purchaser employed a broker and 3% if only the Trustee employed a broker. The Trustee is also authorized to pay all closing costs payable by the Seller under the Contract. The Buyer must cure any violations relating to the subject property under the El Paso City Codes within a time period acceptable to the City of El Paso. The Buyer must satisfy the City of El Paso of the Buyer's ability to cure outstanding such code violations, and the City of El Paso reserves the right to disapprove the buyer if it determines the Buyer does not have the ability to cure such violations. In the event that the City of El Paso disapproves the Buyer, the Buyer may seek a ruling from the Court as to its ability to cure such violations. Nothing in the Order enjoins or prohibits the City of El Paso from performing its governmental functions or from pursuing enforcement action pursuant to its police and regulatory powers. The Trustee will file a Report of Sale upon closing. About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. FRANKLIN ACQUISITIONS: Trustee's $1M Sale of El Paso Property OK'd ------------------------------------------------------------------ Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas authorized Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions, LLC, to sell the real property known as 201 N. Stanton, City of El Paso, El Paso County, Texas to Ondasun, LLC or assigns for $1,030,000. If Ondasun fails to perform, the Trustee is authorized to sell the property to MJ Real Properties or assigns for $1,020,000. The sale is free and clear of all liens, claims, interests and encumbrances. All other liens, claims, interests and encumbrances will attach to the proceeds from the sale The following liens will be paid at closing: (i) ad valorem tax claims of the City of El Paso for years 2018 and prior in the amount of $83,696 if paid in November 2018 or $84,125 if paid in December; provided however that the year 2018 portion of the ad valorem taxes will be prorated in accordance with the Purchase Contract as of the date of closing; and (ii) Propel Financial Services, LLC in the amount of $188,930 plus $45.92 per diem for each day after Nov. 25, 2018. The Trustee is authorized to pay broker's commissions of 3%. He is also authorized to pay all closing costs payable by the Seller under the Contract. The Buyer must cure any violations relating to the subject property under the El Paso City Codes within a time period acceptable to the City of El Paso. The Buyer must satisfy the City of El Paso of the Buyer's ability to cure outstanding such code violations, and the City of El Paso reserves the right to disapprove the buyer if it determines the Buyer does not have the ability to cure such violations. In the event that the City of El Paso disapproves the Buyer, the Buyer may seek a ruling from the Court as to its ability to cure such violations. Nothing in the Order enjoins or prohibits the City of El Paso from performing its governmental functions or from pursuing enforcement action pursuant to its police and regulatory powers. The Trustee will file a Report of Sale upon closing. About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. FUTURE INTERNATIONAL: Case Summary & 6 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Future International, Inc. 300 W. Artesia Blvd. Compton, CA 90220 Business Description: Future International, Inc. is a privately held tourist agency that arranges transport, lodging and car rental. Chapter 11 Petition Date: November 20, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-23665 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Michael H. Yi, Esq. YI & MADROSEN 3435 Wilshire Blvd. Suite 1045 Los Angeles, CA 90010 Tel: 213-377-5447 Fax: 213-377-5448 Email: myi@yimadrosenlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by In Soo Song, owner. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-23665.pdf GARLAND BARBECUE #1: Seeks Authorization to Use Cash Collateral --------------------------------------------------------------- Garland Barbecue #1 LLC seeks authority from the United States Bankruptcy Court for the Northern District of Texas to use the alleged cash collateral of BBCN Bank, Liftforward, Inc. and Supersonic Funding to make payroll and continue operations as set forth in the budget. The Debtor has immediate need to use cash collateral to maintain operations of its business. The proposed budget provides for total expenses of $54,282 per month. BBCN Bank, Liftforward, Inc., and Supersonic Funding have asserted a lien on the assets of Debtor including its accounts receivable and inventory. These assets may constitute cash collateral as that terms is defined in the bankruptcy code. The Debtor is willing to provide Secured Creditors with replacement liens pursuant to 11 U.S.C. Section 552 in accordance with their existing priority. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-33510-3.pdf About Garland Barbecue #1 Garland Barbecue #1, LLC's business consists of the ownership and operation of a Dickie Barbecue restaurant in Garland, Texas. Garland Barbecue #1, LLC, doing business as Dickeys Barbecue Pit, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33510) on Oct. 30, 2018. In the petition signed by Jeff Bass, president, the Debtor estimated less than $500,000 in assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq. of Eric A. Liepins, P.C. GASTAR EXPLORATION: Extends Marketing Process for Restructuring --------------------------------------------------------------- Gastar Exploration Inc. (OTCQB: GSTC) on Nov. 16, 2018, disclosed that it is extending its public marketing process for potential proposals to acquire the Company in conjunction with its court-supervised restructuring. The Company encourages all-cash proposals that can be closed quickly, as described below. As previously announced, the Company has commenced chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas and is seeking confirmation of a prepackaged plan of reorganization (the "Plan"). The Company previously distributed a process letter seeking proposals and establishing a deadline of October 1, 2018 to submit proposals (the "Initial Bid Deadline"). As previously disclosed, the Company did not receive any actionable proposals by the Initial Bid Deadline. The Company has determined to extend the deadline for the submission of proposals to December 17, 2018 (the "Extended Bid Deadline"). The Company has distributed and publicly disclosed a process letter (the "Process Letter") setting forth the instructions and procedures for the submission of qualifying proposals (each, a "Proposal") in the extended marketing process. As set forth in the Process Letter, Gastar strongly encourages Proposals that contemplate all cash consideration to acquire 100% of the ownership of the Company in a transaction that would close on or before the expected effective date of the Plan in early January. Any Proposals predicated on restructuring or modifying Gastar's existing capital structure or any Proposals to combine Gastar with another entity where some or all of the merger consideration is proposed to be equity in the combined company will very likely be rejected as not viable. Any party interested in making a Proposal to the Company may do so at any time prior to the Extended Bid Deadline and should refer to the Process Letter or contact Michael A. Gerlich, Chief Financial Officer of the Company as provided below. Other Information Regarding Reorganization Proceedings Information related to the Company's restructuring is available from the Company's claims and noticing agent, BMC Group, Inc., via the information call center at +1 (888) 909-0100 or on the Company's restructuring website at www.bmcgroup.com/gastar. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. (otcqb:GSTC) -- http://www.gastar.com/-- is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar's principal business activities include the identification, acquisition and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in what is believed to be the core of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford and Hunton formations. As of Sept. 30, 2018, Gastar Exploration disclosed $341,500,000 in total assets and $453,800,000 in liabilities. Gastar Exploration, Inc., and Northwest Property Ventures LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36057 and 18-36059) on Oct. 31, 2018. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel; TUDOR, PICKERING, HOLT, & CO. and PERELLA WEINBERG PARTNERS LP as financial advisors; OPPORTUNE LLP as restructuring advisor; and BMC GROUP, INC., as claims agent. GASTAR EXPLORATION: Reports Third Quarter 2018 Financial Results ---------------------------------------------------------------- Gastar Exploration Inc. on Nov. 14, 2018, reported financial and operating results for the three and nine months ended Sept. 30, 2018. As previously reported and as disclosed in more detail below under the caption "Chapter 11 Filing", on October 31, 2018, the Company and its subsidiaries commenced Chapter 11 reorganization cases in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). Net loss attributable to Gastar's common stockholders for the third quarter of 2018 was $21.1 million, or a loss of $0.10 per share, compared to a third quarter 2017 net loss of $15.9 million, or a loss of $0.08 per share. Adjusted net loss attributable to common stockholders for the third quarter of 2018 was $13.8 million, or a loss of $0.07 per share, which excludes $5.4 million of strategic review and restructuring costs, $2.3 million of employee and management retention bonus, and a gain of $433,000 resulting from the mark-to-market of outstanding hedge positions. This compares to an adjusted net loss of $11.2 million, or a loss of $0.05 per share, for the third quarter of 2017 which excludes a $4.7 million loss resulting from the mark-to-market of outstanding hedge positions. The increase in the adjusted net loss is primarily due to a $1.4 million increase in depreciation, depletion and amortization resulting from the sale of the Company's West Edmund Hunton Lime Unit ("WEHLU") assets in February 2018 coupled with a $5.1 million decrease in commodity derivatives contracts settled during the respective quarters offset by a $3.3 million increase in total oil, condensate, natural gas and natural gas liquids revenues due to higher commodity prices. Adjusted earnings before interest, income taxes, depreciation, depletion and amortization ("adjusted EBITDA") (a non-GAAP financial measure) for the third quarter of 2018 decreased 20% to $8.3 million compared to $10.4 million for the third quarter of 2017 and increased 14% sequentially from $7.3 million for the second quarter of 2018. Revenues from oil, condensate, natural gas and natural gas liquids ("NGLs"), before the effects of commodity derivatives contracts, totaled $21.5 million in the third quarter of 2018, an 18% increase from $18.2 million in the third quarter of 2017 and a 10% increase from $19.5 million in the second quarter of 2018. The increase from the third quarter of 2017 in oil, condensate, natural gas and NGLs revenues primarily resulted from a 23% increase in equivalent product pricing partially offset by a 4% decrease in equivalent production volumes primarily due to the sale of the Company's WEHLU assets. The increase from second quarter 2018 revenues was due to a 4% increase in equivalent product pricing coupled with a 6% increase in equivalent production volumes due to the impact of five well completions in the third quarter of 2018. Third quarter 2018 oil, condensate, natural gas and NGLs revenues were net of transportation, treating and gathering costs of $1.3 million pursuant to current authoritative accounting guidance. Commodity hedges were in place for approximately 89% of the Company's oil and condensate production, 40% of our natural gas production and 37% of our NGLs production for the third quarter of 2018. Commodity derivative contracts settled during the third quarter of 2018 resulted in a $3.4 million decrease in revenue compared to a $1.8 million increase in revenues in the third quarter of 2017. As previously announced, on October 26, 2018, the Company and its hedge counterparties entered into a hedge party restructuring support agreement to effectively terminate the Company's current hedge positions and replace such with new secured notes to be paid in monthly installments through December 2019. STACK Play production for the third quarter of 2018 consisted of approximately 66% liquids, (comprised of 46% oil and 20% NGLs), flat with the second quarter of 2018 and down from 68% in the third quarter of 2017. General and administrative ("G&A") expense totaled $11.6 million in the third quarter of 2018 compared to $4.1 million in the third quarter of 2017 and $4.9 million in the second quarter of 2018. The increase in third quarter 2018 G&A expense compared to the prior periods was primarily due to strategic review and restructuring costs associated with our Chapter 11 bankruptcy filing, described below, including professional fees of approximately $5.4 million for the strategic review and restructuring process, $1.9 million of additional expense due to retention bonuses and increased legal fees of $862,000. G&A expense for the third quarter of 2018 also included $543,000 of non-cash stock-based compensation expense, versus $1.8 million in the third quarter of 2017 and $1.2 million in the second quarter of 2018. Excluding non-cash stock-based compensation, strategic review and restructuring costs and retention bonus expense, cash G&A expense per Boe for the third quarters of 2018 and 2017 and the second quarter of 2018, were $5.97, $3.98 and $4.96, respectively. Chapter 11 Filing As previously reported, on October 31, 2018, the Company and its subsidiaries commenced Chapter 11 cases in the Bankruptcy Court. The Company is seeking Chapter 11 relief to implement the terms of its previously announced restructuring support agreement (the "RSA") and corresponding prepackaged Chapter 11 plan of reorganization (the "Plan"). The restructuring has the support of the funds affiliated with Ares Management LLC, the Company's largest, and only, funded-debt creditor and largest common stockholder, as well as all other creditors entitled to vote to accept or reject the Plan. Consistent with the RSA, the Company commenced solicitation of the Plan on October 26, 2018. Solicitation of the Plan concluded on October 30, 2018, with all creditors entitled to vote voting to accept the Plan. The Plan, which is subject to confirmation by the Bankruptcy Court, will leave trade creditors and other operational obligations unimpaired, eliminate more than $300 million of the Company's funded-debt obligations and preferred equity interests (OTC Pink: GSTPAQ and GSTPBQ), cancel existing common equity interests, and provide $100 million in new, committed financing to fund the Company's restructuring process and ongoing business operations. The Company has filed various customary motions with the Bankruptcy Court in support of its financial restructuring. The Company currently intends to continue to pay employee wages and provide healthcare and other defined benefits without interruption in the ordinary course of business and to pay suppliers and vendors in full under normal terms provided on or after the Chapter 11 filing date. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan on December 20, 2018 (the "Confirmation Hearing"). The Company intends to complete a supplemental marketing process seeking proposal for transactions that are higher and better than the transactions contemplated by the Plan over the course of the next month, with a bid deadline of December 17, 2018. The Company intends to publicly disclose further details regarding the supplemental marketing process, including how interested parties may participate and make a proposal, at a future date. In the absence of a higher or better proposal, the Company intends to seek confirmation of the Plan at the Confirmation Hearing. For more information regarding the Company's restructuring, please visit Gastar's website at http://www.gastar.com/restructuring Capital Expenditures Gastar's capital expenditures in the third quarter of 2018 totaled $32.6 million, comprised of $26.1 million for drilling, completions and infrastructure costs, $3.5 million for unproved acreage extensions, renewals and additions and $3.0 million of other capitalized costs. Due to the Company's Chapter 11 bankruptcy process, the Company's capital expenditure budget for the remainder of 2018 has not yet been determined and near-term capital expenditures are expected to be minimized accordingly. Operations Review and Update As previously reported, the Company suspended its operated one-rig drilling program in August 2018 and released the rig. During the third quarter of 2018, Gastar completed three gross (2.25 net) operated Osage wells and two gross (1.97 net) operated Meramec wells using its optimized "Generation 3" completion design. All five wells completed during the third quarter are currently on production. Gastar also installed [four] electric submersible pumps (ESPs) in select wells during the third quarter, leading to improved well results over the previous quarter. The Company also participated in numerous third-party wells across its highly contiguous, 71,200 net acre STACK Play acreage position. This position is approximately 84% operated and 73% held by production. The Company intends to continue to participate in select non-operated wells and renew certain leases to preserve its STACK Play acreage position. Conference Call The Company will not host an earnings conference call for the third quarter of 2018. The Company's Quarterly Report on Form 10-Q for the period ended September 30, 2018 was filed on Nov. 14 with the SEC reflecting these results. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. (otcqb:GSTC) -- http://www.gastar.com/-- is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar's principal business activities include the identification, acquisition and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in what is believed to be the core of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford and Hunton formations. As of Sept. 30, 2018, Gastar Exploration disclosed $341,500,000 in total assets and $453,800,000 in liabilities. Gastar Exploration, Inc., and Northwest Property Ventures LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36057 and 18-36059) on Oct. 31, 2018. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel; TUDOR, PICKERING, HOLT, & CO. and PERELLA WEINBERG PARTNERS LP as financial advisors; OPPORTUNE LLP as restructuring advisor; and BMC GROUP, INC., as claims agent. GIP III STETSON I: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on GIP III Stetson I L.P., which owns the general partner of its MLP, EnLink Midstream Partners L.P. The outlook is stable. S&P said, "At the same time, we affirmed our 'B+' issue-level rating and revised the recovery rating on the $1 billion term loan B due 2025 to '3' from '4'. The '3' recovery rating indicates our expectation that lenders will receive meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. On Oct. 22 2018, ENLC announced it will acquire all of EnLink's outstanding common units that it does not already own. The equity-for-equity simplification transaction is expected to improve EnLink's cost of capital, eliminate its incentive distribution rights (IDRs), strengthen its distribution coverage ratio, and allow the company to partially fund its capital growth opportunities with internally generated funds. The transaction is expected to close in the first fiscal quarter of 2019 and will result in EnLink maintaining a stand-alone adjusted debt-to-EBITDA ratio in the 4.5x-4.75x range for 2019. The structural simplification also reduces the total number of distributions ENLC and EnLink are expected to pay in 2019 and beyond. S&P forecasts GIP Stetson to receive approximately 8% less in total distributions in 2019 compared to our initial forecast. S&P said, "That said, the cash flow sweep is expected to result in 2019 credit measures that are in line with our previous forecast. Pro forma for the simplification, GIP Stetson will own approximately 41% of ENLC's outstanding shares and we will continue to assess its credit quality as separate from that of EnLink." S&P said, "The stable outlook on GIP Stetson reflects our expectation that pro forma for the ENLK simplification, the company will maintain adequate liquidity and stand-alone adjusted debt leverage in the 3x-4x range and consolidated adjusted debt leverage (inclusive of EnLink) in the 5.5x-5.75x range over the next 12 months. The stable outlook also reflects our belief that the partnership will maintain a distribution coverage ratio of more than 1x. "We could upgrade GIP Stetson if we raised EnLink's rating. EnLink's rating could be raised if stand-alone leverage stayed below 4.5x. We could also consider higher ratings if GIP Stetson maintained stand-alone debt to EBITDA below 2x. "We could lower the rating on GIP Stetson if we lowered our rating on EnLink. This could also occur if EnLink reduced distributions to a level that resulted in GIP Stetson's stand-alone debt leverage staying above 4x." GOD'S HOUSE OF REFUGE: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: God's House of Refuge Christian Center Inc PO Box 236414 Cocoa, FL 32923 Business Description: God's House of Refuge Christian Center Inc. is a religious organization in Cocoa, Florida. Chapter 11 Petition Date: November 19, 2018 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Case No.: 18-07201 Judge: Hon. Cynthia C. Jackson Debtor's Counsel: Jacinta M. Mathis, Esq. MATHIS LAW GROUP 10524 Moss Park Road, Suite 204-641 Orlando, FL 32832 Tel: 407-516-9200 E-mail: jacinta.mathis@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bryon Jones, president. The Debtor did not file together with the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb18-07201.pdf GRANT STREET: Seeks to Hire Daniel W. Murray as Counsel ------------------------------------------------------- The Grant Street, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ The Law Offices of Daniel W. Murray, as counsel to the Debtor. Grant Street requires Daniel W. Murray to provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceedings. Daniel W. Murray will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid Daniel W. Murray an initial fee in the amount of $4,500. Daniel W. Murray, partner of The Law Offices of Daniel W. Murray, 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. Daniel W. Murray can be reached at: Daniel W. Murray, Esq. THE LAW OFFICES OF DANIEL W. MURRAY 39 Union Avenue, 2nd Floor Sudbury, MA 01776 Tel: (978) 579-9800 E-mail: Dan@DanielMurrayLaw.com About The Grant Street The Grant Street, LLC, based in Sudbury, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-42074) on Nov. 6, 2018. In the petition signed by David J. Howe, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Elizabeth D. Katz presides over the case. Daniel W. Murray, Esq., at The Law Offices of Daniel W. Murray serves as bankruptcy counsel. GREEN HORIZON: Court Confirms Chapter 11 Plan --------------------------------------------- The Bankruptcy Court has approved the disclosure statement and confirmed the Chapter 11 plan jointly filed by JDHG, LLC, Caribbean Winds, Inc., August Sage Holdings, LLC, and Green Horizon, Inc., after consideration of argument by the Debtors' counsel, the Debtors' statement pursuant to Section 1129 of the Bankruptcy Code, the ballots submitted, the proposed merger agreement, the agreement with ACM CCSC VI-A CAYMAN ASSET CO, the feasibility report, and the MOR's, including August 2018, and there being no objections to both the Plan and the Disclosure Statement. Class 1 under the Second Amended Plan consists of the allowed claims of ACM Cayman. ACM Cayman with claims for $21, 094, 560.24, arising from commercial loans issued to Debtors, secured by Debtors' real properties, will be paid $5,600,000 in full payment and release of all ACM Cayman's claims against the Debtors and Affiliates pursuant to the Discounted Payoff, Settlement and Release Agreement between Debtors and ACM as follows: a first-nonrefundable $500,000 payment due upon the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first; a second non-refundable $500,000 payment due within 45 days from execution of the Agreement to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date whichever occurs first; and third $4,600,000 nonrefundable payment due within 90 days from the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first. The Agreement will be submitted for approval. The Debtors will obtain the funds for such payment from $4,100,000 DIP loan from Acrecent Financial, Inc., a $550,000 contribution from Auberge Haven Inc., and the balance of $950,000 from loans and contributions by John B. Dennis' friends and family members. Estimated recovery for this class is 26%. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb18-02810-11-52.pdf About Green Horizon Inc. Green Horizon Inc. is the fee simple owner of Blue Horizon Boutique Hotel located at State Road 996 km 4.3, La Hueca Sector, Puerto Real Ward, Vieques, Puerto Rico, having an appraised value of $2.15 million. Green Horizon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02811) on May 21, 2018. In the petition signed by John B. Dennis Brull, president, the Debtor disclosed $2.57 million in assets and $19.71 million in liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. GROVE AVE: Proposes a $390K Sale of Richmond Property ----------------------------------------------------- Grove Avenue Apartments, LLC, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 551-555 Grove Avenue, Richmond, California to Jose A. Ramirez, Maria Michel and/or assignee for $390,000. Objections, if any, must be filed within 21 days of mailing the notice. The Debtor is the owner of several parcels of property itemized as follows: A. 1601-6th Street, Richmond, California, a six-unit complex. This property is under a contract of sale for $1.1 million, subject to final approval of inspections and court approval of the sale. B. 506-508 B Street, West Sacramento, California. This property is under a contract of sale for $450,000, subject to final approval of inspections and court approval of the sale. C. 328-332 North California Street, Stockton, California, 95202. This property is under a contract of sale for $550,000, with no contingencies outstanding but subject to Court approval of the sale. D. The Grove Avenue Property, two duplexes. This property is under a contract of sale for $390,000 less a credit of $10,000 for a net sales price of $380,000, with no contingencies outstanding but subject to court approval of the sale. Northern California Mortgage Fund XII, LLC is a holder of a note secured by a first deed of trust on all of the properties giving the Norcal a blanket lien for the entire amount of the note. The amount owing on the Norcal's note, according to Norcal, was approximately $2,004,980 as of Feb. 2, 2018. Pamela Ping Lee is a holder of a note for $100,000 secured by a junior deed of trust against the 551 Grove and 555 Grove Avenue, Richmond, California property. There are property tax liens in the approximate amounts of $2600 per year for the fiscal years of 2016-2017, 2017-2018 and 2018-2019 against the Grove Avenue property. These liens take priority to the liens of Norcal and Pamela Lee. Provident Trust Group, of which Shue Han Chou, also known as Shue Snyder, is a principal of, is a lienholder of one of the aforementioned West Sacramento property, but it holds no lien against the 551 Grove Avenue and 555 Grove Avenue property. Pursuant to paragraphs 7(b) and (e) of a written cash collateral agreement, Norcal will receive the first $400,000 from the balance of the net sales proceeds after costs of sale and broker's commissions, and the net proceeds above $400,000 will be divided 90% to Norcal and 10% to be shared between Pamela Lee and Provident Trust Group. However, as the sales proceeds will not exceed $380,000 this provision will be inapplicable. A brokerage commission of 6% of the sales price of $380,000 or $22,800 will be due upon the successful sale of the Grove Avenue property along with ordinary escrow and other closing costs. These costs are estimated at 1% of the sales price or $3,800. Pursuant to Paragraph 7(c) of the aforementioned agreement, Norcal, the Debtor, Ms. Lee and Provident have agreed that should any one of the aforementioned properties be sold, that the net proceeds of sale will be used to reduce the claim of Norcal against the Debtor in accordance with the stipulation. The 551-555 Grove Ave property is now under contract for sale at a gross sales price of $390,000 less a $10,000 credit. All property inspections have been completed and approved. There are no financing contingencies as the Buyer will be paying all cash. The other pertinent terms of the contract are that the property will be purchase "as is," the Buyers will have 10 days from acceptance of their offer to complete property inspections, their initial deposit will be $10,000 and escrow will close within 45 days from acceptance of the offer subject to Court approval. The Buyers have already paid their initial deposit. The Buyers will receive the aforementioned $10,000 credit against the sales price. The deposit will be non-refundable unless the Court approval is not obtained within 40 days from date of acceptance of the offer. The Buyers' deposit is currently considered nonrefundable. The Debtor understands that the buyers have completed their property inspections and have approved the same. Other than the lien for property taxes, the Debtor is not aware of any other governmental liens or claims against the property. The escrow has been opened with Fidelity National Title Co. located at 7921 Kingswood Drive, Suite A-4, Citrus Heights, California 95610, phone number 916-536-5021. This address will change to 8525 Madison Avenue, Suite 110, Fair Oaks, California 95628 effective Nov. 5, 2018. The parties have agreed to close escrow within 45 days of the date of acceptance of the contract subject to Court approval. The sales proceeds of the 551-555 Grove Ave property will not be sufficient to pay off Norcal's lien entirely. However, the sale will reduce Norcal's claim and lien accordingly. Although the remaining properties are under contracts of sale and the Debtor will be moving to approve those sales as well, whether those properties will sell should not bar the sale of the 551-555 Grove Ave property. Therefore, the Debtor asks to sell the 551-555 Grove Ave property free and clear of all existing liens, to pay off the property tax liens, brokerage commissions and escrow costs, then to pay Norcal the balance of the net sales proceeds. Unfortunately, there will not be enough funds to off Pamela Lee nor the Provident Trust Group from these proceeds. Alternatively, should any party object to the distribution of the net sales proceeds, then any existing liens should be transferred to the proceeds of sale in their same current priority which proceeds will be held by Fidelity National Title pending further determination by the court as to the final distribution of the sales proceeds. From the proceeds of sale, the Debtor will have to pay brokerage commissions of 6% of the sales price. This commission will share equally between the listing broker, Collier's International, CA represented by Matt Sarro and Genesis Real Estate, represented by Maria Michel. Based upon a $380,000 sales price, the Debtor estimates that the sales commission will be $22,800. Other costs of sale include escrow fees, notary fees, and closing costs. The Debtor has no actual breakdown of these closing costs but estimates them to collectively amount to 1% of the sales price or $3,800. After payment of the aforementioned costs, the Debtor will have to satisfy the outstanding property tax liens for each of the years of 2016-2017, 2017-2018, and 2018-2019 in the approximate amount of $2600 per year. After deduction of the aforementioned liens and expenses, the Debtor estimates that there will be approximately $345,600 remaining in sales proceeds. Pursuant to the written agreement between Norcal, the Debtor and the other lenders, Norcal will receive the first $400,000 from the money and as there will be no remaining balance, neither Pamela Lee nor the Provident Trust Group will be paid. However, the payment to Norcal will reduce its lien accordingly. Should any entity or party object to this division of the sales proceeds, the Debtor asks that the Court allows either 1) all the liens be transferred to the sales proceeds in their existing order of priority until further determination by the Court but still approve the sale; or 2) allow the Debtor to pay the undisputed portion of any liens to the rightful party from the proceeds of sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Grove_Ave_77_Sales.pdf About Grove Ave Apartments Grove Ave Apartments, LLC, is a privately-owned company engaged in the apartment business. It is the fee simple owner of multiple residential apartment units in Stockton, West Sacramento, and Richmond California, valued by the company at $3 million. Grove Ave Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-40241) on Jan. 30, 2018. In the petition signed by Waqar Khan, manager, the Debtor disclosed $3 million in assets and $2.20 million in liabilities. Judge Roger L. Efremsky presides over the case. Lewis Phon, Esq., at the Law Offices of Lewis Phon, is the Debtor's as counsel. GULFVIEW MEDICAL: Kelley & Fulton PL as Counsel ----------------------------------------------- Gulfview Medical Institute, PLLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida (Fort Myers) to hire Craig I. Kelley, Esq., and the law firm Kelley & Fulton, PL, as counsel. Professional services the firm will render are: (a) give advice to the Debtors with respect to its powers and duties as a Debtor in possession and the continued management of its business operations; (b) advise the Debtors with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the 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 Debtors in all matters pending before the court; (e) represent the Debtors in negotiation with its creditors in the preparation of a plan. Craig I. Kelley, Esq., will perform the legal services at the reduced hourly rate of $450.00 per hour. Craig I. Kelley, Esq., attorney at the firm, attests that neither nor the firm represent any interest adverse to the debtor or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The counsel can be reached through: Craig I. Kelley, Esq. Kelley & Fulton, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 E-mail: craig@kelleylawoffice.com About Gulfview Medical Institute Gulfview Medical Institute, PLLC, is a primary care provider based in based in Punta Gorda, Florida. Gulfview Medical Institute filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Bankr. M.D. Fla. Case No. 18-09165) on Oct. 25, 2018, listing under $1 million in both assets and liabilities. Craig I. Kelley, Esq., at Kelley & Fulton, PL, represents the Debtor. GUTTER CAP OF FLORIDA: Seeks to Hire Jason A. Burgess as Counsel ---------------------------------------------------------------- Gutter Cap of Florida, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ The Law Offices of Jason A. Burgess, LLC, as counsel to the Debtor. Gutter Cap of Florida requires Jason A. Burgess 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; b. advise the Debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of this Court; c. prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of this case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiations with their creditors and in preparation of the disclosure statement and plan of reorganization. Jason A. Burgess will be paid at these hourly rates: Attorneys $300 Paralegals $75 The Debtor paid Jason A. Burgess the amount of $9,217 which includes the filing fee. Jason A. Burgess will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason A. Burgess, partner of The Law Offices of Jason A. Burgess, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jason A. Burgess can be reached at: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Tel: (904) 372-4791 Fax: (904) 372-4994 E-mail: jason@jasonaburgess.com About Gutter Cap of Florida Gutter Cap of Florida, Inc. -- http://www.guttercapflorida.com/-- is a provider of gutters and gutter protection products serving Florida and Southern Georgia areas. Gutter Cap's patented design uses liquid physics, combining water surface tension, cohesion and adhesion, allowing rainwater to adhere to the dome of the cap while leaves, sticks, and other debris, simply fall from the roof to the ground. Gutter Cap of Florida is headquartered in Duval County and provides gutter cap installation in Jacksonville, Tampa, St. Petersburg, Amelia Island, Daytona, Fernandina Beach, Gainesville, Lake City, Ocala, Orange Park, Orlando, Ormond Beach, Palatka, Palm Coast, St. Augustine, Tallahassee, Florida and BainBridge, St. Simons, Thomasville, Cocoa, Valdosta, Georgia. Gutter Cap of Florida, based in Jacksonville, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-03913) on Nov. 7, 2018. In the petition signed by William Barton Crews, president, the Debtor disclosed $101,426 in assets and $1,023,816 in liabilities. The Law Offices of Jason A. Burgess, LLC, led by principal Jason A. Burgess, Esq., serves as bankruptcy counsel to the Debtor. HOLBROOK/SEARIGHT LLC: Hires Scott Hollis as Real Estate Broker --------------------------------------------------------------- Holbrook/Searight, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Scott Hollis, as real estate broker to the Debtor. Holbrook/Searight, LLC requires Scott Hollis to market and sell the Debtor's property located at 7125 224th St., SW Edmonds, WA. Scott Hollis will be paid based upon its normal and usual hourly billing rates. John L. Scott, partner of Scott Hollis, 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. Scott Hollis can be reached at: John L. Scott SCOTT HOLLIS 8825 Tallon Lane NE Lacey, WA 98503 Tel: (360) 701-9682 About Holbrook/Searight Holbrook/Searight LLC is a privately held company that was incorporated on March 22, 2002, as a profit limited liability company registered at 7125 224th St SW, Edmonds, Washington. Holbrook/Searight LLC filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 18-13500) on Sept. 6, 2018. In the petition signed by Timothy R. Holbrook, managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Timothy W. Dore presides over the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., serves as the Debtor's bankruptcy counsel. I GOTCHA INC: Case Summary & 9 Unsecured Creditors -------------------------------------------------- Debtor: I Gotcha, Inc. dba Stars Cabaret dba BT Cabaret dba Pin Ups Cabaret P.O. Box 1737 Weatherford, TX 76086 Business Description: I Gotcha, Inc., is a privately held company in Weatherford, Texas that owns and operates adult entertainment clubs. Chapter 11 Petition Date: November 20, 2018 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 18-44576 Judge: Hon. Mark X. Mullin Debtor's Counsel: Thomas Craig Sheils, Esq. SHEILS WINNUBST P.C. 1100 Atrium II 1701 N. Collins Blvd. Richardson, TX 75080-1339 Tel: 972-644-8181 Email: craig@sheilswinnubst.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sheldon R. Scott, president. A copy of the Debtor's list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/txnb18-44576_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-44576.pdf IDEANOMICS INC: Co-CEO Quits to Lead China-US Relations Committee ----------------------------------------------------------------- Dr. Bruno Wu had resigned from his role as co-chief executive officer and Chairman of the Board of Ideanomics Inc. in order to lead the National Committee for China-U.S. Relations, which is a new committee developed to improve relations between China and the U.S. and resolve disputes between the two countries. Alex Yao has been named chairman of the Board of Directors and Brett McGonegal has been named chief executive officer of Ideanomics. The Ideanomics management team and Board met with Dr. Wu to discuss the opportunity of his leading the China-US relations committee. Although Dr. Wu will be participating in a non-governmental organization, the level of interaction with government officials means that Dr. Wu cannot remain as the Chairman and CEO of a U.S. public company. Dr. Wu will remain as special advisor to the Board of Directors of Ideanomics and will continue his current role as Chairman and CEO at Sun Seven Stars', his private, family-held, media and investment company which will remain as the largest shareholder of Ideanomics. Bruno Wu, the company's former executive chairman and co-CEO, commented, "Alex and Brett are exceptional leaders who have demonstrated financial services innovation and global market expertise throughout their careers. I have the utmost confidence that they will continue to drive shareholder value by leading Ideanomics to deliver the types of digital financial products that both asset holders and investors are looking for." Alex Yao is the chief executive officer of Sun Seven Stars' majority controlled fintech and digital finance arm, as well as managing partner of Long March Capital, an investment management and advisory firm focused on mining and infrastructure. Mr. Yao has tremendous experience in private equity investments in energy, commodities, consumer financing and technology. He founded Long March Capital, an investment management and advisory firm focused on consumer finance and Fintech. Through the platform, Mr. Yao has worked with numerous large state-owned enterprises and financial institutions to successfully close several cross-border landmark acquisitions. Brett McGonegal joined the company in September 2018 as co-CEO. He brings significant operational and financial markets expertise, formerly serving as CEO of Hong-Kong listed investment bank The Reorient Group (376HK), which was sold to Alibaba's Jack Ma and associates in 2015 for $3.4bn from an original $11M investment just 4 years prior. Prior to Reorient, McGonegal was co-head of Equity Sales and Trading at Cantor Fitzgerald in Hong Kong and a senior managing director at Charles Schwab Capital Markets in the U.S. Mr. McGonegal will be based out of New York and Hong Kong. Richard Frankel has been appointed executive vice chairman to the Board of Directors of Ideanomics. Mr. Frankel has 25 years of combined FBI and other US Law Enforcement Community and prosecutorial experience. He is an expert in risk identification and mitigation strategies in business and security risks - cyber, criminal and operational threats. A former Associate Director of National Intelligence, and Senior FBI Representative to the Office of the Director of National Intelligence, Mr. Frankel served for more than 25 years in public service, the majority of his career with the Federal Bureau of Investigation (FBI). About Ideanomics Ideanomics, formerly known as Seven Stars Cloud Group, Inc., seeks to become a next generation fintech company by leveraging blockchain and artificial intelligence technologies. The Company is headquartered in New York, NY, and has planned a "Fintech Village" center for Technology and Innovation in West Hartford, CT, and has offices in London, Hong Kong and Beijing, China. Seven Stars reported a net loss of $10.19 million for the year ended Dec. 31, 2017, compared to a net loss of $28.50 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Ideanomics had $167.72 million in total assets, $123.10 million in total liabilities $1.26 million in convertible redemable preferred stock, and $43.35 million in total equity. B F Borgers CPA PC's report on the consolidated financial statements for the year ended Dec. 31, 2017, contains an explanatory paragraph expressing substantial doubt regarding the Company's ability to continue as a going concern. The auditors stated that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. J CREW GROUP: CEO Steps Down After 16 Months on the Job ------------------------------------------------------- A mutual agreement has been reached by the Board of Directors of J.Crew Group, Inc. and James Brett, who has stepped down as chief executive officer and director of the Company, effective as of Nov. 17, 2018. Mr. Brett has been the Company's CEO and director since July 10, 2017. Mr. Brett's departure decreased the size of the Board of Directors to eight members. In connection with his departure, Mr. Brett and the Company entered into a general release, dated Nov. 17, 2018, under which Mr. Brett agreed to a general release of claims in favor of the Company in exchange for certain payments and benefits. Specifically, Mr. Brett will be entitled to receive: (i) the payment of an amount equal to his base salary at an annual rate of $1,250,000 for a period of 18 months following the Separation Date; (ii) a monthly amount that, after all applicable taxes are paid, is equivalent to his monthly COBRA premium for a period of 18 months following the Separation Date; (iii) a cash bonus payment for the 2018 fiscal year equal to the amount he would have been entitled to receive had his employment not terminated (with any subjective goals being treated as achieved at target), prorated for the number of days during the 2018 fiscal year that Mr. Brett was employed by the Company, to be paid when bonuses are generally paid to employees of the Company; (iv) a cash bonus payment of $2,812,500, to be paid over a period of 18 months in equal monthly installments following the Separation Date; and (v) a cash bonus payment of $750,000, representing the unpaid amount of Mr. Brett's signing bonus, to be paid as soon as reasonably practicable following the Separation Date. In addition, the General Release grants Mr. Brett an additional 18 months of service credit with respect to time-vesting management equity granted to him, and in the event certain performance vesting conditions are satisfied or a change of control of the Company occurs, in either case within 12 months of the Separation Date, Mr. Brett's management equity that vests based on satisfaction of such performance conditions or a change of control will vest as if Mr. Brett was employed by the Company at the time. Mr. Brett's entitlement to the foregoing payments and benefits is subject to his continuing compliance with the terms of the General Release as well as the terms and conditions of the employment agreement between Mr. Brett and the Company dated May 30, 2017, which includes covenants relating to non-solicitation, non-disparagement and confidentiality. CEO Office On Nov. 17, 2018, the Board of Directors established an office of the chief executive officer with the duties and responsibilities of the chief executive officer, comprised of Michael Nicholson, Adam Brotman, Lynda Markoe and Libby Wadle. There are no arrangements or understandings between Mr. Nicholson, Mr. Brotman, Ms. Markoe or Ms. Wadle and any other person pursuant to which they were appointed to the CEO Office. Mr. Brotman has served as the Company's president & chief experience officer since joining the Company in March 2018. Prior to joining the Company, Mr. Brotman was executive vice president of Global Retail Operations and Partner Digital Engagement at Starbucks Corporation since 2016 and before that was chief digital officer and GM of Digital Ventures at Starbucks Corporation from April 2009. Mr. Brotman has a J.D. from the University Of Washington School Of Law and a B.A. from the University of California at Los Angeles. About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of Aug. 28, 2018, the Company operates 229 J.Crew retail stores, 122 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and 175 factory stores (including 42 J.Crew Mercantile stores). J.Crew Group incurred a net loss of $124.95 million for the year ended Feb. 3, 2018, compared to a net loss of $23.51 million for the year ended Jan. 28, 2017. As of Aug. 4, 2018, the Company had $1.23 billion in total assets, $2.42 billion in total liabilities and a total stockholders' deficit of $1.18 billion. JAMES CANDY: Seeks to Hire Deiches & Ferschmann as Attorney ----------------------------------------------------------- James Candy Company, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Deiches & Ferschmann, as attorney to the Debtor. James Candy requires Deiches & Ferschmann to: a. give legal advice to the Debtor with respect to its duties and powers as the Debtor and debtor in possession; b. prepare necessary applications, answers, orders, reports, and other papers; and c. provide other legal services which may be necessary. Deiches & Ferschmann will be paid at the hourly rate of $475. Deiches & Ferschmann will be paid a retainer in the amount of $40,000. Deiches & Ferschmann will also be reimbursed for reasonable out-of-pocket expenses incurred. Ira R. Deiches, a partner at Deiches & Ferschmann, 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. Deiches & Ferschmann can be reached at: Ira R. Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Avenue Haddonfield, NJ 08033 Tel: (856) 428-9696 E-mail: ideiches@deicheslaw.com About James Candy Company James Candy Company is a candy company in Atlantic City, New Jersey, offering a wide selection salt water taffy, fudge, and macaroons. James Candy Company, based in Atlantic City, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the petition signed by Frank Glaser, president, the Debtor disclosed $2,756,944 in assets and $3,048,241 in liabilities. The Hon. Andrew B. Altenburg Jr. presides over the case. Ira R. Deiches, Esq., at Deiches & Ferschmann, serves as bankruptcy counsel to the Debtor. JAMES GARRISON: Proposed Sale of Two Vehicles for $47K Approved --------------------------------------------------------------- Judge James J. Robinson of the U.S. Bankruptcy Court for the Northern District of Alabama authorized James Michael Garrison's sale of (i) one 2013 Utility 3000R Refrigerated Trailer, VIN 1UYVS2539DM722002, to Shoreline Transfer Express, LLC for $22,000; and (ii) one 2002 Peterbilt, VIN 1XP5DB9X02D578115, to Jason Wilder for $25,000. The sale is not free and clear of liens, interests and other encumbrances. James Michael Garrison sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 18-41820) on Oct. 26, 2018. The Debtor tapped Tameria S. Driskill, Esq., as counsel. JAMIE ONE: Seeks Conditional Approval of Disclosure Statement ------------------------------------------------------------- Jamie One, LLC, d/b/a Early Learning Children's Academy, filed an application asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for entry of an order conditionally approving its small business disclosure statement describing its chapter 11 plan. The Debtor also asks the Court to combine the hearing for final approval of the disclosure statement and confirmation of its small business chapter 11 plan. Under the proposed plan, Class 3 general unsecured creditors will receive quarterly payments of $5,000, paid on a pro rata basis, beginning at the end of the first full quarter following the Effective Date, with no interest for a period of five years. Estimated percent of claim paid is 6%. Payments and distributions under the Plan will be funded by the following: revenues generated by the Debtor's operations; recoveries against potential claims against third parties; and proceeds from recoveries of claims that the Debtor may have under Chapter 5 of the Code. The claims against third parties are (a) potential malpractice claims against Litchfield Cavo resulting from its pre-petition representation of the Debtor and (b) the Debtor's claims against Andrew Kattula, Green Lake Equities, LLC and Robert Kattula, as set forth in more detail in the action commenced against them in the Court of Common Pleas. The aforementioned actions have been removed to the Bankruptcy Court from the Philadelphia Court of Common Pleas. The Debtor intends to use the aforementioned proceeds to make distributions to holders of allowed Claims in the order of priority with all creditors being paid in accordance with the treatment of their respective claims as provided in the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/paeb18-17075-56.pdf About Early Learning Children's Academy Early Learning Children's Academy is in the childcare center and kindergarten business. Its centers are located in Bensalem, Buckingham, Fort Washington Rising Sun and Springfield. Jamie One, LLC, doing business as Early Learning Children's Academy, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 18-17075) on Oct. 25, 2018. In the petition signed by John D. Hertzberg, member, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jean K. FitzSimon. Harry J. Giacometti, Esq. at Flaster/Greenberg, P.C., is the Debtor's counsel. JDHG LLC: Court Confirms Chapter 11 Plan ---------------------------------------- The Bankruptcy Court has approved the disclosure statement and confirmed the Chapter 11 plan jointly filed by JDHG, LLC, Caribbean Winds, Inc., August Sage Holdings, LLC, and Green Horizon, Inc., after consideration of argument by the Debtors' counsel, the Debtors' statement pursuant to Section 1129 of the Bankruptcy Code, the ballots submitted, the proposed merger agreement, the agreement with ACM CCSC VI-A CAYMAN ASSET CO, the feasibility report, and the MOR's, including August 2018, and there being no objections to both the Plan and the Disclosure Statement. Class 1 under the Second Amended Plan consists of the allowed claims of ACM Cayman. ACM Cayman with claims for $21, 094, 560.24, arising from commercial loans issued to Debtors, secured by Debtors' real properties, will be paid $5,600,000 in full payment and release of all ACM Cayman's claims against the Debtors and Affiliates pursuant to the Discounted Payoff, Settlement and Release Agreement between Debtors and ACM as follows: a first-nonrefundable $500,000 payment due upon the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first; a second non-refundable $500,000 payment due within 45 days from execution of the Agreement to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date whichever occurs first; and third $4,600,000 nonrefundable payment due within 90 days from the execution of the Agreement, to be held in escrow by ACM until the approval of the Agreement by Bankruptcy Court or the Confirmation Date, whichever occurs first. The Agreement will be submitted for approval. The Debtors will obtain the funds for such payment from $4,100,000 DIP loan from Acrecent Financial, Inc., a $550,000 contribution from Auberge Haven Inc., and the balance of $950,000 from loans and contributions by John B. Dennis' friends and family members. Estimated recovery for this class is 26%. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb18-02810-11-52.pdf About JDHG LLC JDHG, LLC owns hotel furniture and fixtures at Wind Chimes Inn located in San Juan, Puerto Rico, and boat bar equipment valued at $65,255 in total. The company has accounts receivable of $4.6 million. JDHG sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 18-02810) on May 21, 2018. In the petition signed by John B. Dennis Brull, president, the Debtor disclosed $4.67 million in assets and $19.24 million in liabilities. Judge Mildred Caban Flores presides over the case. JTRL LLC: Seeks to Hire Echo Retail as Real Estate Broker --------------------------------------------------------- JTRL, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Echo Retail, as real estate broker to the Debtor. JTRL, LLC, requires Echo Retail to market and sell the Debtor's property located at 818, 826, and 850 Ohio River Boulevard, in Pittsburgh, Pennsylvania 15202. Echo Retail will be paid a commission of 4% of the sales price. Aaron J. Savin, senior vice president of Echo Retail, 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. Echo Retail can be reached at: Aaron J. Savin ECHO RETAIL 560 Epsilon Drive Pittsburgh, PA 15238 Tel: (412) 968-1660 About JTRL, LLC TRL, LLC, owns real estate located at 850 Ohio River Boulevard, Pittsburgh, Allegheny County, Pennsylvania. JTRL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. In the petition signed by Joanne Teti, sole member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Donald R. Calaiaro, Esq., and David Z. Valencik, Esq., at Calaiaro Valencik, serve as the Debtor's bankruptcy counsel. JUST TOYS CLASSIC: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Just Toys Classic Cars LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral in the ordinary course of its business to the extent provided in the Budget. The Debtor continues to incur debtor-in-possession expenses, including U.S. Trustee fees, and monthly obligations pursuant to its agreements with the various clients. As a result, the Debtor requires the use of cash collateral to pay these expenses during the chapter 11 proceeding. According to the proposed 3-Month Budget, the Debtor estimates it will need approximately $445,885 of cash collateral to continue to maintain operations through December 31, 2018. The Debtor believes that Corporation Service Company, as Representative, may assert a first-priority security interest in its accounts and inventory by virtue of a recorded lien on the Debtor's personal property. As of the Petition Date, the Debtor owed CSC unknown amount, which may be secured by a blanket lien on the Debtor's personal property. BFG Corporation, Amax Leasing Source, and Green Capital Funding, LLC may also claim an inferior interest in the Debtor's accounts receivable and inventory by virtue of alleged liens on the Debtor's personal property. The Debtor believes BFG, Amax and GCF are wholly unsecured due to the outstanding amounts owed to creditors with superior security interests in the Debtor's property, or due to disputes over the basis for such creditors' respective alleged security interests. As adequate protection for the use of cash collateral, the Debtor proposes to grant Secured Creditors replacement liens to the same validity, extent, and priority as their respective prepetition liens. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-06558-17.pdf About Just Toys Classic Cars Just Toys Classic Cars LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06558) on Oct. 23, 2018. In the petition signed by Michael D. Smith, Jr., manager, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor tapped BransonLaw, PLLC, as its legal counsel. LAWN ADVISORY: Hires Jampol Kinney as Accountant ------------------------------------------------ Lawn Advisory Service, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Jampol Kinney, LLC CPAS, as accountant to the Debtor. Lawn Advisory requires Jampol Kinney, LLC to: -- prepare financial statements, including but not limited to balance sheet, profit and loss statement, cash flow projections income tax returns and monthly operating reports; -- input all transactions from the Debtor's manual checkbook register; -- prepare adjustments for depreciation and income tax; -- prepare federal and state income tax returns and to prepare the monthly operating reports for the bankruptcy proceeding. Jampol Kinney, LLC will be paid at these hourly rates: Partners $250 Managers $135 Staff Accountants $100 Clericals $65 The Debtor owed Jampol Kinney, LLC, the amount of $2,022 for prepetition services rendered. Jampol Kinney, LLC, will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth Kinney, a partner at Jampol Kinney, 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. Jampol Kinney can be reached at: Kenneth Kinney JAMPOL KINNEY, LLC 12 Crow Plaza, Suite 103 Hazlet, NJ 0730 Tel: (732) 957-1500 About Lawn Advisory Service Lawn Advisory Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-28873) on Sept. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Michael B. Kaplan presides over the case. LBI MEDIA: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Eighteen affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- LBI Media, Inc. (Lead Case) 18-12655 1845 West Empire Avenue Burbank, CA 91504 Liberman Broadcasting, Inc. 18-12654 LBI Media Holdings, Inc. 18-12656 LBI Media Intermediate Holdings, Inc. 18-12657 Empire Burbank Studios LLC 18-12658 Liberman Broadcasting of California LLC 18-12659 LBI Radio License LLC 18-12660 Liberman Broadcasting of Houston LLC 18-12661 Liberman Broadcasting of Houston License LLC 18-12662 Liberman Television of Houston LLC 18-12663 KZJL License LLC 18-12664 Liberman Television LLC 18-12665 KRCA Television LLC 18-12666 KRCA License LLC 18-12667 Liberman Television of Dallas LLC 18-12668 Liberman Television of Dallas License LLC 18-12669 Liberman Broadcasting of Dallas LLC 18-12670 Liberman Broadcasting of Dallas License LLC 18-12671 Business Description: Headquartered in Burbank, California, LBI Media -- http://www.lbimedia.com-- is a national television and radio broadcasting company that was co-founded in 1987 by Lenard Liberman, LBI's chief executive officer, and his father Jose Liberman, who immigrated to the United States from Mexico in 1946. LBI is a national media company that owns or licenses 27 Spanish-language television stations and radio stations in the United States, as well as EstrellaTV, a Spanish-language television broadcast network. LBI's stations and programming serve some of the nation's largest media markets, including Los Angeles, New York City, Chicago, Miami, Houston, and Dallas. Chapter 11 Petition Date: November 21, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Counsel: Daniel J. DeFranceschi, Esq. Zachary I. Shapiro, Esq. Brendan J. Schlauch, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Emails: defranceschi@rlf.com shapiro@rlf.com schlauch@rlf.com - and - Ray C. Schrock, P.C. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Email: ray.schrock@weil.com garrett.fail@weil.com Debtors' Investment Banker: GUGGENHEIM SECURITIES, LLC 330 Madison Avenue New York, NY 10017 Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Attn: Marc Liebman 2029 Century Park East, Los Angeles, CA 90067 Debtors' Claims, Noticing & Solicitation Agent: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue New York, NY 10017 https://dm.epiq11.com/#/case/LBM/dockets Debtors' Total Assets as of June 30, 2018: $238.7 million Debtors' Total Liabilities as of June 30, 2018: $532.9 million The petition was signed by Brian Kei, chief financial officer. A full-text copy of Liberman Broadcasting's petition is available for free at: http://bankrupt.com/misc/deb18-12654.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ TMI Trust Company Unsecured Notes $27,954,755 Attn: Kathy Knapp, VP, CCTS 1100 Abernathy Road NE, Suite 480 Atlanta, GA 30328-5634 Fax: 404-365-7055 U.S. Bank National Association Unsecured Notes $8,464,963 Attn: Global Corporate Trust Services 1420 Fifth Avenue, 7th Floor Seattle, WA 98101 Fax: 206-344-4630 ASCAP Trade $1,977,292 Attn: Gregory Morgado, General Counsel 250 West 57th Street New York, NY 10107 Tel: 212-621-6000 Fax: 212-621-8453 Nielsen-Media Research Trade $1,063,095 Attn: Eric J Dale, Chief Legal Officer 85 Broad St. New York, NY 10004 Tel: 800-864-1224 Email: IR@nielsen.com Nielsen-Audio Trade $532,798 Attn: Eric J. Dale, Chief Legal Officer 85 Broad St. New York, NY 10004 Tel: 800-864-1224 Email: IR@nielsen.com Broadcast Music, Inc. Trade $439,493 Attn: Stuart Rosen Senior Vice President & General Counsel 7 World Trade Center 250 Greenwich Street New York, NY 10007-0030 Tel: 212-220-3000 Email: newyork@bmi.com Latham & Watkins Trade $301,652 Attn: Matthew Roskoski, General Counsel 555 Eleventh Street, NW Suite 1000 Washington, DC 20004-1304 Tel: 202-637-2131 Email: matthew.roskowski@lw.com VTP Trade $253,572 2721 Magnolia Blvd Burbank, CA 91505 Tel: 818-566-9898 Fax: 818-566-8989 Sesac Latina Trade $220,369 Attn: Christos P Badavas Senior Vice President and General Counsel 152 West 57th Street 57th Floor New York, NY 10019 Tel: 212-586-3450 MediaOcean LLC Trade $140,369 IWG Tower Assets II, LLC Trade $128,323 Level(3) Communications Trade $116,940 American Tower Corporation Trade $82,070 Ad Leverage Trade $76,390 Email: info@adleverage.com Moody's Investors Service Trade $72,500 Standard and Poor's Trade $72,500 Burbank Water and Power Trade $69,336 AT&T Trade $57,950 BUC, Inc. Trade $54,633 Irella Manella LLP Trade $49,437 Email: info@irell.com Vertiv Services, Inc. Trade $44,214 TVU Networks Corp Trade $39,201 Marketron Inc. Trade $34,329 City of Burbank-Fire Dept Trade $29,071 Imagine Communications Corp Trade $26,080 Email: insidesale@imaginecommunications.com Beckrose Estate, LLC Trade $23,065 Cardona, Renan Litigation $- Amezola, Karla Litigation $- Levy, Daniel Litigation $- Universal Music Group Royalties Claim $- LBU FRANCHISES: Seeks to Hire The Gerger Law Firm as Counsel ------------------------------------------------------------ LBU Franchises Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Gerger Law Firm PLLC, as counsel to the Debtor. LBU Franchises requires The Gerger Law Firm to: a. render legal advice to the Debtor with respect to its powers and duties in the continued operation of its businesses and management; b. take all necessary action to protect and preserve the bankruptcy estate, including the prosecution of actions on behalf of the Debtor, including the defense of any actions commenced against the Debtor, negotiate concerning all litigation in which the Debtor is involved, and object to claims filed against its estate; c. prepare all necessary schedules, statements, motions, answers, orders, reports and other legal papers in connection with the administration of the estate; d. assist in preparing and fling a disclosure statement and plan of reorganization and the amendments, at the earliest possible date; and e. perform any and all other legal services reasonably necessary or otherwise requested by the Debtor in connection with the Chapter 11 case and the formation and implementation for a Chapter 11 plan. The Gerger Law Firm will be paid at these hourly rates: Attorneys $250 to $400 Paraprofessionals $105 The Debtor paid The Gerger Law Firm in the amount of $6,717, which includes the filing fee. The Gerger Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan Gerger, managing partner of The Gerger Law Firm PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Gerger Law Firm can be reached at: Alan Gerger, Esq. THE GERGER LAW FIRM PLLC 2211 Norfolk St., Suite 517 Houston, TX 77098 Tel: (713) 300-1430 Fax (888) 317-0281 E-mail: asgerger@gerglaw.com About LBU Franchises Corporation LBU Franchises Corporation filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-36106) on Nov. 2, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Alan Gerger, Esq., at The Gerger Law Firm PLLC. LE CENTRE ON FOURTH: Amends U.S. Bank Secured Claim --------------------------------------------------- Le Centre on Fourth LLC filed a first modification of its second amended plan of reorganization dated Oct. 10, 2018. Article III, Section B. (ii) of the Plan is deleted in its entirety and replaced with the following: (ii) U.S. Bank Secured Claims (Class 2) (a) Classification: Class 2 consists of the U.S. Bank Secured Claim. (b) Treatment: In full satisfaction, release and discharge of the Class 2 Secured Claim, the holder of the Class 2 Claim shall receive Cash in an amount equal to the sum of: (X) unpaid principal, (Y) interest (including interest at the default rate of interest), and (Z) costs and attorneys' fees, less (W) $200,000 (the "Class 2 Payoff"), on the Effective Date or as soon as practicable thereafter. The liens securing the Class 2 Claim shall continue to attach to the collateral until the holder of the Class 2 Secured Claim has received the Class 2 Payoff. Upon receipt of the Class 2 Payoff, the holder of the Class 2 Secured Claim will execute and deliver any documents reasonably requested by the Reorganized Debtor to evidence the discharge of the Class 2 Secured Claim and the release of the liens securing the Class 2 Secured Claim. On the Effective Date of the Plan, the holder of Class 2 Secured Claim will also receive and deliver the mutual releases provided for in the Membership Interest Purchase Agreement. (c) Voting: Class 2 is Unimpaired, and therefore, the holder of the Secured Claim in Class 2 is not entitled to vote to accept or reject the Plan. A copy of the Modification is available for free at: http://bankrupt.com/misc/flsb17-23632-337.pdf About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida, that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017. In the petition signed by CRO Ian Ratner, the Debtor estimated its assets and liabilities at between $50 million and $100 million. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel; the Law Office of Mark D. Foster, as special tax counsel; and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LORRAINE HOTEL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Lorraine Hotel 2017 LLC aka Lorraine Motor Hotel 1117 Jefferson Avenue Toledo, OH 43604-5834 Business Description: Lorraine Hotel 2017 LLC is a privately held company in the traveller accommodation industry. Lorraine Hotel describes itself as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: November 20, 2018 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Case No.: 18-33648 Judge: Hon. Mary Ann Whipple Debtor's Counsel: Donald Ray Harris, Esq. DONALD HARRIS LAW FIRM 1610 Cleveland Road, Suite 101 Sandusky, OH 44870 Tel: (419)621-9388 Fax: (419)239-2315 (419)621-9388 Email: don@donaldharrislawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Ronald Wilson, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ohnb18-33648.pdf LOT MEDIA: Seeks to Hire Steven Bandler as Accountant ----------------------------------------------------- Lot Media, L.L.C., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Steven Bandler, CPA, as accountant to the Debtor. Lot Media requires Steven Bandler to prepare and file the Debtor's 2017 federal and multi-state income tax returns. Steven Bandler will be paid at the hourly rate of $175. Steven Bandler will be paid a retainer in the amount of $4,000. Steven Bandler will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Bandler, a partner at Steven Bandler, CPA, 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. Steven Bandler can be reached at: Steven Bandler STEVEN BANDLER, CPA 2355 E Camelback Rd., Suite 500 Phoenix, AZ 85016 Tel: (602) 381-0381 About Lot Media Lot Media, L.L.C., based in Phoenix, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 18-11139) on Sept. 13, 2018. In the petition signed by John Wilson, manager, the Debtor estimated $100,000 to $1 million in assets and $1 million to $100 million in liabilities. The Hon. Brenda K. Martin presides over the case. J. Kent MacKinlay, Esq., at J. Kent MacKinlay, P.C., serves as bankruptcy counsel to the Debtor. MAINE TOOL: Seeks Access to Bangor Savings Bank Cash Collateral --------------------------------------------------------------- Maine Tool & Machine, LLC, with the consent of its senior secured lender Bangor Savings Bank, seeks authority from the U.S. Bankruptcy Court for the District of Maine to use cash collateral. The Debtor proposes to continue operating its business during its chapter 11 case. To accomplish this goal the Debtor is seeking authority to use cash collateral in order to fund essential expenses and avoid immediate and irreparable harm to its estate, in accordance with the agreed budget. Bangor Savings Bank asserts a blanket security interest on the Debtor's personal property, including all inventory, chattel paper, accounts receivable, contract rights, equipment, general intangibles, furniture, fixtures, machinery, and all other business assets of the Debtor pursuant to 2 business loan agreements. The total amount due for BSB Loans as of October 23, 2018, was approximately $263,066. The loans are cross-collateralized. Prior to the Petition Date, the Debtor and Bangor Savings Bank agreed to a consensual restructuring of the BSB Loans through a chapter 11 plan pursuant to the RSA. Under the RSA, Bangor Savings Bank agreed to support a chapter 11 plan that would, among other things, adjust the interest rates on the BSB Loans to 6%, and adjust the payment terms and amortization periods on these loans. The Debtor submits that the proposed restructuring terms are advantageous to the Debtor and to its estate and will allow the Debtor to propose a chapter 11 plan that pays other secured debt. Absent the concessions related to the BSB Loans, the Debtor's likelihood of a successful reorganization would be greatly reduced, and unsecured creditors would receive nothing on account of their claims. The Debtor intends to use cash collateral for the purposes and in the amounts set forth in the Budget, including certain adequate protection payments that will be made to Bangor Savings Bank, as set forth in the RSA. The Debtor will provide Bangor Savings Bank and the Office of the U.S. Trustee with weekly reporting comparing the projections set forth in the Budget with the Debtor's actual results. Bangor Savings Bank will be granted replacement liens in all cash collateral of the Debtor acquired after the Petition Date and in the direct and indirect proceeds thereof. The replacement liens will have the same validity, perfection, and priority as the prepetition liens of BSB in the cash collateral of the Debtor as of the Petition Date. The replacement liens will be automatically perfected without the need for any filing or other act. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/meb18-20615-10.pdf About Maine Tool & Machine Maine Tool & Machine, LLC, filed a Chapter 11 petition (Bankr. D. Maine Case No. 18-20615) on Oct. 29, 2018. In the petition was signed by Clifton D. Wilson, sole member, the Debtor estimated assets and liabilities at $100,000 to $500,000 each. The Debtor is represented by Christopher J. Keach, Esq., at Molleur Law Office. MARION COUNTY HSD: Moody's Affirms Ba1 GOULT Debt Rating -------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating on Marion, Clinton, Washington & Jefferson Counties Township High School District (HSD) 200, IL's general obligation unlimited tax debt. The outlook has been revised to stable from negative. The action affects $6 million in rated debt. RATINGS RATIONALE The Ba1 rating reflects the district's narrow reserves and liquidity. There is additional risk associated with the district's liquidity given a clause in the district's cash flow note agreement that allows the bank to demand repayment at any time. Liquidity is gradually improving because the state has increased state aid for schools and is distributing the payments in a more timely fashion, a key consideration in revision of the outlook to stable. Still, the district's financial position will remain narrow and continue to necessitate cash flow borrowing. Also considered is the district's modestly sized tax base with weak wealth and income levels, an average debt burden and contingent liability risk associated with reliance on state pension support for contributions to the state of Illinois' (Baa3 stable) underfunded teachers' retirement system. RATING OUTLOOK The stable outlook reflects improved district liquidity with more timely distributions from the state. The district is also benefiting from two years of substantial increases in state aid as a tier one district though reserves will remain limited. FACTORS THAT COULD LEAD TO AN UPGRADE - Significant improvement to reserves and liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE - Delays or cuts to the district's state aid - Further narrowing of fund balance and/or liquidity LEGAL SECURITY The district's outstanding GOULT bonds are secured by its pledge and authorization to levy a property tax unlimited as to rate or amount to pay debt service. PROFILE Marion et al Counties HSD 200, IL serves the City of Centralia and surrounding area. The district is a mostly residential community 60 miles east of the city of St. Louis, MO (Baa1 stable). Enrollment for the 2017-2018 school year was 906. MASTER HOLDINGS: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Master Holdings Inc. 57 Cutter Mill Road Great Neck, NY 11021 Business Description: Master Holdings Inc. is a Single Asset Real Estate company (as defined in 11 U.S.C. Section 101(51B)). Case Number: 18-77833 Involuntary Chapter 11 Petition Date: November 20, 2018 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S. Trust List of Petitioning Creditors: Name Nature of Claim Claim Amount ---- --------------- ------------ Guru Persaud Hariprasad $612,872 90-60 180th Street Jamaica, NY 11432 Graceful, LLC 88-10 178th St Apt 1G Jamaica, NY 11432 Obukhova Orphanage Revocable Inter-Vivos Trust P.O. Box 32510 Jamaica, NY 11432 Petitioners' Counsel: Pro Se A full-text copy of the Involuntary Petition is available for free at http://bankrupt.com/misc/nyeb18-77833.pdf MATTRESS FIRM: Bankruptcy Court Confirms Reorganization Plan ------------------------------------------------------------ Mattress Firm, Inc., the nation's leading specialty mattress retailer, on Nov. 16, 2018, disclosed that the U.S. Bankruptcy Court in Delaware (the "Court") has confirmed the Company's Plan of Reorganization (the "Plan"). Mattress Firm expects to complete its restructuring and emerge from Chapter 11 in the coming days. Steve Stagner, Executive Chairman, President and CEO of Mattress Firm, said, "We are pleased to receive the Court's approval of our Plan, which has positioned Mattress Firm to emerge as a stronger and more competitive company, within the 45 to 60 day timeframe we initially targeted. This short process has enabled Mattress Firm to strengthen our balance sheet and optimize our store footprint, giving us the flexibility to continue with our mission, which is to offer our customers the best beds at compelling values. Furthermore, our significantly improved financial and operating position will enable us to strategically expand our business in new as well as existing markets, while continuing to focus on enhancing our omni-channel capabilities and product offerings." Mr. Stagner continued, "I would like to thank all of our associates for the focus and drive they have shown in continuing to provide customers with unmatched value and service. I also would like to thank our loyal customers, suppliers and partners for their ongoing support and partnership. We are excited about the many long-term opportunities ahead for Mattress Firm." Upon emergence, the Company will have a strengthened balance sheet, strong liquidity position and an optimized store footprint of approximately 2,600 stores across the country. Additional information can be accessed by visiting the Company's restructuring website at www.mattressfirm.com/restructuring. Court filings and other documents related to the court-supervised process in the U.S. are available on a separate website administered by the Company's claims agent, Epiq, at http://dm.epiq11.com/MattressFirm. Information is also available by calling 877-214-3592 (toll-free in the U.S.) or 503-520-4465 (for parties outside the U.S.). A&G Realty Partners is assisting the Company with its store closing and lease restructuring program. Sidley Austin LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its financial advisor, and Guggenheim Securities, LLC is serving as its restructuring advisor. About Mattress Firm Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ -- is a specialty mattress retailer headquartered in Houston, Texas, operating more than 3,230 stores across 49 states (including franchise locations). Mattress Firm offers a broad selection of mattress products and bedding accessories from leading manufacturers and brand names, including Serta, Simmons, tulo, Sleepy's, Chattam & Wells and Purple. Mattress Firm and its affiliate-debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 18-12241) on Oct. 5, 2018. At the time of filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and Blair M. Warner, serves as the Debtors' attorneys. Young Conaway Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton, and Ashley E. Jacobs, serves as the Debtors' Delaware counsel. AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim Securities, LLC is the Debtors' investment banker; and Epiq Bankruptcy Solutions is the Debtors' claims & noticing agent. MEGHA LLC: Has Authorization to Use Cash Collateral on Final Basis ------------------------------------------------------------------ The Hon. John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana has signed a final order authorizing Megha, LLC's use of any cash or cash proceeds which are subject to the liens and security interests of BancorpSouth Bank pursuant to certain lines of credit and security interests granted and executed prepetition. The Debtor is authorized to use cash collateral in accordance with the budget on a month to month basis. All collections of accounts receivable, customer checks, bank deposits and any other cash collateral will be deposited in the Debtor's authorized Debtor in Possession Account. The Debtor will provide BancorpSouth Bank with monthly cash collateral reports on the 11th day of every month, consisting of written accounting for (i) all cash collateral in its possession, custody or control, including the sources thereof, and (ii) any cash collateral expended and the purpose for which it was expended pursuant to this Order through the prior business day, all in a form reasonably acceptable to BancorpSouth Bank. In addition to all existing security interests and liens granted to or for the benefit of the BancorpSouth Bank in and upon the prepetition property, BancorpSouth Bank is granted a post-petition lien on the post-petition properties of the kind and nature that it holds in prepetition property to the Debtor, to the extent it does not already have the same, in the same priority as it held in pre-petition property. To the extent available after expending the amounts authorized in the Debtor's approved budget, the Debtor will make interim monthly adequate protection payments to BancorpSouth Bank in an amount sufficient to cover the interest on Debtor's loans with BancorpSouth Bank. A full-text copy of the Final Order is available at http://bankrupt.com/misc/lawb18-51147-54.pdf About Megha LLC Megha, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has full ownership of lots 4 and 5 of Spanish Town Center known as the Hampton Inn and Suites New Iberia with an appraisal value of $6.6 million. Megha, LLC, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-51147) on Sept. 11, 2018. In the petition signed by Jay Sachania, manager, the Debtor disclosed $8,137,429 in assets and $6,529,035 in liabilities. The case is assigned to Judge John W. Kolwe. Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, serves as counsel to the Debtor. MISSION COAL: Seeks to Hire Ordinary Course Professionals --------------------------------------------------------- Mission Coal Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ ordinary course professionals to the Debtors. The following are the list of ordinary course professionals: Tier 1 ordinary course professionals Name Type of Service Cherry Bekaret, LLP Audit P.O. Box 25549 Richmond, VA 23260 Ogletree Deakins Nash Smoak & Stewart PC Legal(Union matters) P.O. Box 89 Columbia, SC 29202 Tier 2 ordinary course professionals Name Type of Service Bingham Greenebaum Doll, LLP Legal (natural 300 West Vine Street resources/coal Suite 1200 specialty matters) Lexington, KY 40507 Professional Services - Bradley Arant Boult Legal (labor matters) Cummings, LLP One Federal Place 1819 5th Avenue N Carr, Riggs, & Ingram, LLC Tax and Accounting 1117 Boll Weevil Circle Enterprise, AL 36331-1070 Fabian VanCott Legal (MSHA and 215 South State Street, Suite 1200 regulatory matters) Salt Lake City, Utah 84111 Gibbons P.C. Legal (Cleveland- One Gateway Center Cliffs litigation) Newark, NJ 07102-5310 Grove, Holmstrand & Delk, PLLC Legal (Operational 44 1/2 Fifteen Street, matters) Wheeling, WV 26003 Law Office of John F. Tyra, PC Legal (real estate 1661 McFarland Blvd N matters) Tuscaloosa, AL 35406 Tuscaloosa County Lucha LLC Labor matters 274 Gentle Breeze Drive Chapmanville, WV 25598 Professional Services KPMG LLP Tax and Accounting 1676 International Drive McLean, VA 22102 Meyers, Roman, Friedberg & Lewis Legal (regulatory Eton Tower matters) 28601 Chagrin Blvd, Suite 600 Cleveland, Ohio 44122 Richards, Layton & Finger, P.A. Legal (litigation One Rodney Square, P.O. Box 551 matters) Wilmington, DE 19899 Sirote & Permutt, PC Legal (tax matters) P.O. Box 55727 Birmingham, AL 35255-5727 Towers Watson Delaware, Inc. Actuarial P.O. Box 28025 28025 Network Place Chicago, IL 60673 About Mission Coal Company Mission Coal Company LLC and its subsidiaries are engaged in the mining and production of metallurgical coal, also known as "met" coal, which is a critical component of the steelmaking process. The Company is headquartered in Kingsport, Tennessee and operate subterranean, surface, and longwall mining complexes in West Virginia and Alabama. The Company employ 1,075 individuals on a full-time or part-time basis. Mission Coal and 10 of its subsidiaries filed for bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No. 18-04177. In the petition signed by CRO Kevin Nystrom, Mission Coal estimated assets and liabilities of $100 million to $500 million each. Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq. of Christian & Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland, Esq., and Melissa N. Koss, Esq. of Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as counsel to the Debtors. The Debtors also tapped Jefferies LLC as investment banker, Zolfo Cooper LLC as financial advisor, and Omni Management Group as notice and claims agent. MORGAN ADMINISTRATION: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------------- Morgan Administration, Inc., and its certain affiliates seek authorization from the United States Bankruptcy Court for the Northern District of Illinois to use cash collateral to continue to operate accordance with the cash flow forecast used to establish the Budget. The Debtors claim that access to cash collateral is absolutely necessary to proceed with and conduct the Debtors' proposed orderly liquidation sale process, which the Debtors' believe is the best method by which to maximize the value of their assets for the benefit of the Debtors' creditors and estates. The Debtors have various business loan accommodations from MB Financial. The Loans are subject to a maximum amount of $8,000,000 and are documented by various notes, security agreements, and related documents. The Loans are cross-guaranteed and cross-secured by all personal property assets of each Debtor as to the other Debtors. The Debtors propose to provide adequate protection to MB Financial for its interests in the collateral in the following form: (a) replacement lien to the extent of diminution of value of the collateral from and after the Petition Date; (b) a superpriority administrative claim under Section 507(b) of the Bankruptcy Code solely to the extent of diminution and/or any other decline in value as a result of the automatic stay; (c) post-petition payments as set forth in the Approved Budget; (d) an indemnification reserve in the amount of $75,000 upon the closing of a Substantial Asset Transaction; (e) preparation and submission to the Budget and related cash flow forecasts; and (f) stipulation to the amount and validity of MB Financial's prepetition claims and liens, subject only to the right of an official committee or party in interest to challenge such claims and liens during the Challenge Period. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/ilnb18-30039-29.pdf About Morgan Administration and its subsidiaries Morgan Administration, Inc., and its subsidiaries are privately held companies in Waukegan, Illinois that operate household appliance stores. They collectively do business under the trade name Home Owners Bargain Outlet or HOBO. Morgan Administration and 10 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 18-30039) on Oct. 25, 2018. In the petition signed by Leo Schmidt, president, Morgan Administration estimated $100,000 to $500,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Jacqueline P. Cox. The Debtors tapped Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger LLP, as bankruptcy counsel; and Michael Goldman of KCP Advisory Group LLC as their chief restructuring officer. NGPL PIPECO: Moody's Affirms Ba1 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed NGPL PipeCo. LLC's (NGPL) Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and Ba1 senior unsecured notes rating. The outlook remains stable. "The ratings affirmations reflect a strong contracted position and improving credit metrics, with FFO/debt trending towards 17% in 2019," said Terry Marshall, Senior Vice President. "NGPL will benefit from growing cash flows driven by expansion projects and recently executed, favorably priced contracts to egress Permian natural gas." Outlook Actions: Issuer: NGPL PipeCo. LLC Outlook, Remains Stable Affirmations: Issuer: NGPL PipeCo. LLC Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) from (LGD3) RATINGS RATIONALE NGPL (Ba1 CFR) benefits from: 1) stable fee-based, demand pull cash flows that are growing as expansion projects come into service; 2) improving credit metrics with FFO to debt at about 17% in 2019 and 2020 (13% at LTM 6/18); 3) strong market position as the key natural gas supplier to the Chicago demand area and a geographically extensive pipeline network with various interconnects that can be readily altered to suit customer needs; and 4) 84% of 2019 operating revenue comes from take or pay contracts and about 60% of this is attributed to investment-grade counterparties. NGPL is constrained by: 1) currently weak credit metrics (FFO/debt of 13% at LTM 6/18); 2) variable nominated storage service revenue, accounting for about 10% of operating revenue in 2019; 3) execution risks with significant expansion projects coming in service with high capital expenditure requirements impacting free cash flow; and 4) a revolving credit facility that matures in one year. NGPL has adequate liquidity. At Q2, 2018, NGPL had about $35 million of cash and full availability under its $175 million revolving facility, which matures in November 2019. However, Moody's doesn't include liquidity facilities with a tenor of one or less in its consideration of a company's liquidity. Moody's expects the company to generate about $100 million in free cash flow through December 2019. There are no maturities until 2022 and Moody's expects the company to remain in compliance with its financial covenant - EBITDA to interest not less than 2x during this period. The stable rating outlook reflects NGPL's strong contracted position and growing cash flow leading to improving credit metrics in 2019 and 2020. The rating could be upgraded if FFO/debt is over 15% on a sustainable basis (13% LTM 6/18), distribution coverage remains above 1.2x (N.A. currently), weighted average contract life remains above 5 years (7 years currently) , strong shipper credit quality is maintained through any growth initiatives; and the company is expected to have a committed long term revolver at all times. The rating could be downgraded if FFO/debt is below 10% on a sustainable basis (13% LTM 6/18), average shipper credit quality declines or average contract life remains below 4 years and NGPL becomes more aggressive in its financial policies, including increased leverage or high dividend payout. The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. NGPL PipeCo. LLC is a non-operating holding company for Natural Gas Pipeline of America, an interstate pipeline regulated by the Federal Energy Regulatory Commission. NGPL is jointly owned by Kinder Morgan, Inc. (KMI, Baa3 positive) and Brookfield Infrastructure Partners (BIP, a subsidiary of Brookfield Asset Management Inc. (Baa2, stable)). NGPL is one of the largest and geographically broad FERC-regulated natural gas pipeline systems in the US, operating about 9,100 miles of interstate natural gas pipelines and 62 compressor stations. It is also one of the largest natural gas storage operators, having about 288 Bcf of working gas capacity with 12 underground storage reservoirs in eight field locations in four states. NINE WEST: Committee Files Limited Objection to Latest Plan ----------------------------------------------------------- The Official Committee of Unsecured Creditors filed a limited objection to the approval of Nine West Holdings, Inc. and affiliates' disclosure statement for its first amended plan of reorganization. The Debtors and the Committee have engaged in a good faith process relating to proposed revisions to the Disclosure Statement. The Debtors have agreed to make many of the revisions requested by the Committee but certain of the Committee's issues have not been consensually resolved. The areas where the Committee believes that the Disclosure Statement remains deficient are the following: * The Plan provides that the Unsecured Term Loan Lenders will receive 92.5% of the equity of the Reorganized Debtors, while the unsecured creditors of the Debtors' operating subsidiaries in Classes 5E, 5F, 5G, 5H and 5I will receive 0.39%, 0.147%, 0.002%, 0.221% and 0.110%, respectively, of the equity of the Reorganized Debtors. According to the Debtors, this translates to a recovery range of 6.7% to 100%. The Disclosure Statement also includes the Debtors' view on the allocation of enterprise value among the various Debtor operating subsidiaries. However, the Disclosure Statement is nonetheless insufficient to allow an individual unsecured creditor at a Debtor subsidiary to calculate whether it is receiving the distribution to which it is entitled. * The Committee understands that certain proceeds from the 2014 Transaction were used to repay $263 million of pre-transaction debt. Whether the proceeds that were used to make that repayment were provided by Sycamore, the Unsecured Term Loan Lenders, the Secured Term Loan Lenders, the ABL Lenders, or some other source, is a key issue because any party whose proceeds were used to repay pre-transaction debt would have an argument that they provided reasonably equivalent value to the Debtors, and possibly have a defense against a claim for fraudulent transfer. The Debtors note in the Disclosure Statement that there is a dispute as to whether Sycamore, the Unsecured Term Loan Lenders, the Secured Term Loan Lenders, the ABL Lenders, or some other source should get the benefit of the repayment, and that the Independent directors considered this issue in their analysis. Despite requests from the Committee, however, the Debtors have declined to include disclosure regarding the Debtors' position on this issue. The Committee submits that given the import of this issue, the Disclosure Statement should make more explicit how the Independent Directors considered, and ultimately allocated, any credit for the repayment of the pre-transaction debt in crafting the Equity Holders Settlement and the Intercreditor Plan Settlement. The Committee believes that additional disclosure addressing each of the matters is required in order for the Debtors to satisfy their burden of providing unsecured creditors with adequate information regarding the Equity Holders Settlement, the Intercreditor Plan Settlement and the Plan. Under the first amended joint plan of reorganization following recoveries are as follows: Unsecured Term Loan Lenders will receive their pro rata share of: * 92.5% of the Reorganized Debtors' equity, subject to dilution for equity reserved for a management equity incentive plan and the New Warrants, and subject to adjustment downward if the Debtors raise cash in excess of the Debtors' minimum cash requirements to fund the cash recoveries and other sources and uses under the Plan, * one-third of the net proceeds of the Equity Holders Settlement, and * the aggregate cash proceeds resulting from the "New Secured Facility Upsize Amount" (i.e., the cash the Company is able to raise above the necessary Plan sources and uses), if any. 2034 Noteholders and 2019 Noteholders, and holders of unsecured claims against NWHI (other than the Unsecured Term Loan Lenders) will receive their pro rata share of: * 6.981% of the Reorganized Debtors' equity, subject to dilution for equity reserved for a management equity incentive plan and the New Warrants, and subject to adjustment upward if the Debtors raise cash in excess of the Debtors' minimum cash requirements to fund the cash recoveries and other sources and uses under the Plan, * warrants for 20% of the Reorganized Debtors' equity, subject to dilution for the management incentive plan, exercisable at a total enterprise value of $650 million for the Reorganized Debtors, subject to the terms and conditions set forth in the Plan and the warrant agreement, and * two-thirds of the cash proceeds of the Equity Holders Settlement. Holders of unsecured claims against the Debtors' operating subsidiaries will receive their pro rata share of 0.519% of the Reorganized Debtors' equity (depending on the applicable Debtor subsidiary), which amount is in compliance with section 1129 of the Bankruptcy Code. The Secured Term Loan Lenders will receive payment in full in cash but will waive payment of postpetition interest at the default rate as consideration in exchange for the Estate Action STL Settlement, and the Debtors’ DIP Lenders will receive payment in full in cash. A copy of the Committee's Objection is available at: http://bankrupt.com/misc/nysb18-10947-833.pdf A copy of the Latest Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb18-10947-837.pdf Counsel to the Official Committee of Unsecured Creditors of Nine West Holdings, Inc.: Daniel H. Golden David M. Zensky Arik Preis Jason P. Rubin AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 dgolden@akingump.com dzensky@akingump.com apreis@akingump.com jrubin@akingump.com About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. As investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NOVA TERRA: Monthly Influx of $2.5K from Venture with JJW Disclosed ------------------------------------------------------------------- Nova Terra, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico an amended small business disclosure statement describing its plan of reorganization dated Nov. 9, 2018. This latest filing provides that the Debtor will benefit from its joint venture with J.J.W. Metal, Corp. because of the extra influx of an additional monthly $2,575 from processing services and rent for the use of Debtor's equipment & machinery. The Debtor understands that the joint venture will bear fruit during the first half of year 2019. The previous version of the plan provided that Debtor will benefit from the extra influx of an additional monthly 2,000 from rent for the use of Debtor's equipment & machinery; and the Debtor will also benefit from the receipt of 45% of the monthly net profits generated. The Debtor understands that the joint venture will bear fruit during the second half of year 2018. The proposed Plan has the following risks: The Debtor’s projections are based on the premise that recent cash flow trends shall continue and increase and that there is no substantial contraction in the economic forecast for the period of the Plan. The implementation process of the outcome from the joint venture is also a risk. A copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/prb17-01968-11-123.pdf About Nova Terra Inc. Based in Arecibo, Puerto Rico, Nova Terra, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01968) on March 23, 2017. The case is assigned to Judge Edward A. Godoy. Ruben Gonzalez Marrero, Esq., at Ruben Gonzalez Marrero & Associates, serves as the Debtor's legal counsel. OFFICE DEPOT: Moody's Upgrades CFR to Ba3, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Office Depot, Inc.'s Corporate Family Rating to Ba3 from B1, its Probability of Default rating to Ba3-PD from B1-PD, senior secured rating to Ba3 from B1, and various senior unsecured industrial revenue bonds to B1 from B3. The Speculative Grade liquidity rating is SGL-1 and the rating outlook is stable. "The upgrade reflects the company's prudent financial policy as it continues its transformation to a more business services oriented company and operating results that have exceeded Moody's projections with debt/EBITDA of 3.2 versus our estimate of 3.5x", stated Moody's analyst, Peggy Holloway. Pursuant to a proposed bank amendment, the company will use excess cash to make a permanent debt repayment of $194 million and reduce its interest margin by at least 150 basis points thereby saving at least approximately $7.5 million in interest expense annually and modestly improving coverage and free cash flow. Revenue growth in the Business Solutions segment (48% of total sales) and growing service revenue (up 11%, excluding Compucom and new revenue recognition accounting) is an indication the company's transformation is taking hold. Service revenue now represents 15% of sales up from 8%. Improving sales trends in the Business Solutions Division has more than offset continued declines in the retail segment and the pace of decline in the retail segment is decelerating. While the CompuCom segment has contributed to top line, profit contribution is below expectation due in large part to lower business volume from the largest industrial client that is undergoing its own business restructuring as well as higher expense associated with onboarding new customers and other growth initiatives. While revenue is up, operating income and margins are down, as anticipated, due to needed investments in e-commerce, the service platform, training and demand generation to support the company's transformation. Office Depot has the financial flexibility to support its transformation. Upgrades: Issuer: Office Depot, Inc. Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Corporate Family Rating, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from B1 (LGD4) Outlook Actions: Issuer: Office Depot, Inc. Outlook, Changed To Stable From Positive Affirmations: Issuer: Office Depot, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-1 Upgrades: Issuer: Alabama State Industrial Dev. Auth. Senior Unsecured Revenue Bonds, Upgraded to B1 (LGD5) from B3 (LGD5) Issuer: American Foreign Power Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5) from B3 (LGD5) Issuer: Beauregard (Parish of) LA Senior Unsecured Revenue Bonds, Upgraded to B1 (LGD5) from B3 (LGD5) Issuer: International Falls (City of) MN Senior Unsecured Revenue Bonds, Upgraded to B1 (LGD5) from B3 (LGD5) Issuer: Rumford (Town of) ME Senior Unsecured Revenue Bonds, Upgraded to B1 (LGD5) from B3 (LGD5) RATINGS RATIONALE Office Depot benefits from its extensive store network that can be leveraged to provide more services to small and medium business, drive demand and retention and thereby differentiate Office Depot from online competitors. Additionally, the company has good liquidity to support the investment needed to transform the business and is expected to continue its historically prudent balance sheet management. The company generates positive free cash flow and maintains large cash balances which gives it the financial flexibility to support its transformation. Office Depot's credit profile is constrained by competition from on-line and big box retailers in the office supply segment that has led to declining same store sales and profits in the retail segment offset by improving results in the Business Solutions Division. Additionally, the company faces execution risk associated with its multiyear plan to transform into an omni-channel business services company. The late 2017acquisition of CompuCom Systems, Inc., an IT services company, was made to support this transformation by giving Office Depot the ability to provide higher level IT services to its customers. Office Depot is the second largest office supply retailer in the U.S. operating approximately 1,375 stores. The company operates through three reportable segments: Retail, Business Solutions and CompuCom. The BSD, retail and CompuCom segments generate revenues of approximately, $5.1 billion, $4.9 billion and $1.0 billion, respectively. The CompuCom segment was formed as a result of the acquisition of CompuCom Systems, Inc. ("CompuCom") during the fourth quarter of 2017. The company sells through multiple channels, consisting of retail stores, a business to business sales force, internet sites, an inside sales organization, direct marketing catalogs and call centers, all supported by a network of supply chain facilities and delivery operations. Ratings could be upgraded if the company continues to execute its integration plan such that growth in operating income resumes, financial policy remains balanced, debt/EBITDA drops below 3.0x, EBIT/interest increase above 2.75x. and liquidty is strong. Ratings could be downgraded if debt/EBITDA is sustained above 4.0x or EBIT/interest is sustained below 1.75x, or liquidity deteriorates. OREXIGEN THERAPEUTICS: McKesson Not Entitled to Disputed Funds -------------------------------------------------------------- Bankruptcy Judge Kevin Gross denied McKesson Corporation's and its wholly owned subsidiary McKesson Patient Relationship Solutions' motion for an order determining that McKesson is entitled to the disputed funds. McKesson sought to affect a setoff under section 553 of the Bankruptcy Code. Specifically, McKesson asked to offset its $6,932,816.40 debt to Debtor Orexigen Therapeutics, Inc. under the Core Distribution Agreement based on the Debtor's approximately $9,100,000 debt to MPRS under the Master Services Agreement. The Court finds that McKesson is seeking a triangular setoff which is prohibited in bankruptcy due to the lack of mutuality. An enforceable contractual right allowing a parent and its subsidiary corporation to affect a prepetition triangular setoff under state law does not supply the strict mutuality required in bankruptcy. McKesson, even if it was a creditor, did not have a mutual debt where its debt to the debtor arose prepetition and its claim against that same debtor arose prepetition. The Court further finds that McKesson's argument that there is a contractual exception to section 553(a)'s mutuality requirement under California law allowing for triangular setoff is not persuasive in light of highly persuasive precedent, section 553(a)'s plain language, and the Bankruptcy Code's policy. McKesson is correct that Butner provides that state law creates and defines property rights, but Butner is also clear that a federal interest may require a different result. Setoff under section 553(a) is a case in point. McKesson's use of Butner in a creative attempt to convolute a well-settled bankruptcy issue created a pause but it cannot carry the day. Accordingly, the Court denies the motion. A copy of the Court's Opinion dated Nov. 13, 2018 is available at: http://bankrupt.com/misc/deb18-10518-817.pdf About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. PACIFIC DRILLING: Completes Restructuring; Exits Chapter 11 ----------------------------------------------------------- Pacific Drilling S.A. disclosed that effective Nov. 19, 2018, the Company and certain of its affiliated Chapter 11 debtors have emerged from bankruptcy after successfully completing restructuring transactions pursuant to their Chapter 11 plan of reorganization (the "Plan"). In connection with emergence from bankruptcy, the Company raised $1.5 billion in gross proceeds in new capital, consisting of $1.0 billion of new secured notes and $500 million of equity. Pursuant to the Plan, the Company equitized approximately $1.85 billion in pre-petition debt associated with the Company's Term Loan B, 2017 Notes and 2020 Notes, and paid in full approximately $1.2 billion of debt related to its pre-petition senior secured credit facility, revolving credit facility and the post-petition debtor-in-possession financing. Customer, employee and ordinary trade claims were unimpaired. The Plan has strengthened the Company's balance sheet by significantly reducing its leverage and enhancing its liquidity, with approximately $400 million in cash upon emergence and no debt maturities until late 2023, positioning the Company to take advantage of its dedicated, high-specification deepwater drillship fleet in anticipation of an improving market for offshore drilling services. Following a reverse stock split and the issuances of common shares in connection with the Plan, the Company has approximately 75.0 million shares outstanding. The Company's shares prior to the Company's emergence from the Chapter 11 proceedings have been diluted such that they represent in the aggregate less than 0.003% of the Company's outstanding shares. Any questions regarding distributions pursuant to the Plan should be directed to the Company's claims agent, Prime Clerk, at the numbers provided below. The Company was principally advised by Togut, Segal & Segal LLP and Jones Walker LLP. In accordance with the Plan, a newly constituted Board of Directors of the Company was appointed, consisting of W. Matt Ralls (Chairman), Bernie G. Wolford Jr. and David Weinstein as Class A Directors and Daniel Han, Donald Platner and Kiran Ramineni as Class B Directors. In addition, the Company on Nov. 19 disclosed that Bernie G. Wolford Jr. has been appointed Chief Executive Officer of the Company, effective immediately. Mr. Wolford succeeds Paul T. Reese, who served as Chief Executive Officer of the Company since August 2017. Prior to joining the Company, Mr. Wolford served as Senior Vice President–Operations of Noble Corporation ("Noble") since February 2012 and Vice President–Operational Excellence from March 2010 to February 2012. Mr. Wolford began his career in the offshore drilling industry with Transworld Drilling Company in 1981, which was subsequently acquired by Noble. "On behalf of the Board and the entire Company, I want to thank Paul for his service and contributions to the Company, especially during the reorganization. We wish him the very best in his future endeavors," said W. Matt Ralls, Chairman of the Company's Board of Directors. Additional information regarding the Company's new capital structure and restructuring details can be found at the Company's restructuring website at www.pacificdrilling.com/restructuring, in the Company's filings with the Securities and Exchange Commission at www.pacificdrilling.com/investor-relations/sec-filings, and via the Company's restructuring information line at +1 866-396-3566 (Toll Free) or +1 646-795-6175 (International Number). About Pacific Drilling Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel but was later replaced by Togut, Segal & Segal LLP; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive compensation and benefits consultant; Ince & Co LLP and Jones Walker LLP as special counsel; and Prime Clerk LLC as claims and noticing agent. The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. PENNANTPARK INVESTMENT: S&P Lowers ICR to 'BB+', Outlook Stable --------------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit rating on PennantPark Investment Corp. (PNNT) to 'BB+' from 'BBB-'. The outlook is stable. At the same time, S&P also lowered the senior unsecured debt rating to 'BB+' from 'BBB-'. On Nov. 13, 2018, PNNT's board of directors approved the adoption of the modified asset coverage requirement allowed by the Small Business Credit Availability Act with regard to business development companies (BDCs). The company's applicable minimum asset coverage ratio will decline to 150% from 200%, which effectively increases its maximum allowed debt-to-equity ratio to 2:1 from 1:1, beginning November 2019. PNNT will also seek shareholder approval in 2019 for earlier implementation of the lower asset coverage requirement. As a result, S&P's anchor for PNNT is now 'bb+', which is the starting point for its ratings on BDCs that adopt the lower asset coverage requirement. PNNT also announced its decision to redeem $250 million of 4.5% notes due October 2019. The 2019 notes will be prepaid at 100% of the principal amount, plus accrued and unpaid interest through the prepayment date, as well as a make-whole premium. The company expects the redemption to occur in early 2019. PNNT will draw on its $445 million revolving credit facility to tender these notes. As of September 2018, PNNT had $364.5 million of unused capacity on its revolver For year-end 2018, PNNT's leverage, measured as debt to adjusted total equity (ATE) decreased to 0.68x from 0.75x in 2017, and the asset coverage ratio remained above 290%. S&P said, "The stable outlook over the next 12 months reflects our expectation of the company gradually increasing its leverage toward 1.0x and continuing to transition its investments toward first-lien secured loans. "We could lower the rating over the next 12 months, if leverage, as measured by debt to ATE, rises above 1.0x and earnings metrics do not meet certain levels, specifically realized return on average assets of at least 5%, non-deal-dependent interest coverage of at least 3.0x, and non-deal-dependent coverage of interest and dividends of at least 1.0x. We could also lower the rating if the firm sees a substantial rise in nonaccrual rates or its largest investments increase as a share of ATE." An upgrade is unlikely in the next 12 months. PEORIA DAY SURGERY: Seeks Authorization to Use Cash Collateral -------------------------------------------------------------- Peoria Day Surgery Center, Ltd. requests the United States Bankruptcy Court for the Central District of Illinois to allow it to use accounts receivable and its deposit accounts to pay for its actual and necessary costs and expenses incurred in the ordinary course of its business pursuant to the cash collateral budget. The Debtor believes its primary secured lender, Regions Bank, an Alabama Banking Corporation, holds a security interest in certain personal property of the Debtor, as well as a properly perfected and valid lien against its deposit accounts and accounts receivable. The Debtor suggests that a postpetition lien on its postpetition receivables to replace the loss of any prepetition receivables, and a lien against the Debtor-In-Possession deposit accounts in favor of Regions Bank would be appropriate. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ilcb18-81615-10.pdf About Peoria Day Surgery Center Peoria Day Surgery Center, Ltd. -- http://www.peoriadaysurgerycenter.com/-- is a surgery center in Peoria, Illinois, serving patients who require surgical treatment. PDSC uses the same surgical, anesthesia, and recovery room procedures that are found in a hospital. But unlike most hospital procedures, the patient is usually allowed to return home after surgery, making recovery easier and more comfortable. PDSC was founded in 1978. PDSC is licensed with the state of Illinois, certified by Medicare and IDPH, and participates in Caterpillar, United Healthcare, BC/BS, Health Alliance/Cat, PHCS and many other insurance plans. PDSC is accredited with the AAAHC. Peoria Day Surgery Center, f/k/a Peoria Day Surgery Center, S.C., filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 18-81615) on Oct. 29, 2018. In the petition signed by Justin R. Ahlman, president, the Debtor estimated $500,000 to $1 million in total assets and $1 million to $10 million in total debt. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Sumner Bourne, Esq. of Rafool, Bourne & Shelby, P.C. PGHC HOLDINGS: Hire Hilco Real Estate as Real Estate Advisor ------------------------------------------------------------ PGHC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Real Estate, LLC, as real estate consultants and advisors to the Debtors. PGHC Holdings requires Hilco Real Estate to: a. meet with the Debtors to ascertain the Debtors' goals, objectives and financial parameters; b. agree with the Debtors with respect to a strategic plan for restructuring, assigning, subleasing or terminating the Leases; c. negotiate the terms of restructuring, assignment, sublease and termination agreements with third parties and the landlords under the Leases, in accordance with the strategy; d. provide written reports periodically to the Debtors regarding the status of such negotiations; and e. assist the Debtors in closing the pertinent Lease restructuring, assignment, subleasing and termination agreements. Hilco Real Estate will be paid as follows: a. Restructuring. For each Lease that becomes a Restructured Lease, the firm shall earn a fee equal to the Restructured Lease Savings Fee, which shall consist of (i) a base fee of $1,500 plus (ii) the aggregate Restructured Lease Savings multiplied by seven and one-half percent (7.50%). The amounts payable on account of a Restructured Lease shall be in a lump sum upon closing of the transaction having the effect of restructuring the Lease. b. Termination. For each Lease that becomes a Terminated Lease, the firm shall earn a fee equal to the Terminated Lease Fee, which shall be five percent (5.0%) of any cash value paid to the Company by the landlord in exchange for the termination of the Lease. The amounts payable on account of a Terminated Lease shall be paid in a lump sum upon closing of the transaction having the effect of terminating the Lease. c. Assignments/Sales. For each Lease that becomes an Assigned/Sold Lease, the firm shall earn a fee equal to the Assigned/Sold Lease Fee, 8 which shall be five percent (5.0%) of any cash value paid to the Company for the Lease. The amounts payable on account of an Assigned/Sold Lease shall be paid in a lump sum upon closing of the transaction having the effect of selling or assigning the Lease. Hilco Real Estate will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan Lawlor, senior vice president of Hilco 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. Hilco Real Estate can be reached at: Ryan Lawlor HILCO REAL ESTATE, LLC 5 Revere Dr., Suite 320 Northbrook, IL 60062 Tel: (847) 714-1288 About PGHC Holdings 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. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial & restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. PGHC HOLDINGS: Hires Morris Nichols as Bankruptcy Counsel --------------------------------------------------------- PGHC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Morris Nichols Arsht & Tunnell LLP, as bankruptcy counsel to the Debtors. PGHC Holdings requires Morris Nichols to: a. perform all necessary services as the Debtors' bankruptcy counsel, including, without limitation, providing the Debtors with advice, representing the Debtors, and preparing necessary documents on behalf of the Debtors in the areas of restructuring and bankruptcy; b. take all necessary actions to protect and preserve the Debtors' estates during these chapter 11 cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objecting to claims filed against the estates; c. prepare or coordinate preparation on behalf of the Debtors, as debtors in possession, any necessary motions, applications, answers, orders, reports, and papers in connection with the administration of these chapter 11 cases; d. counsel the Debtors with regard to their rights and obligations as debtors in possession; e. coordinate with the Debtors' other professionals in representing the Debtors in connection with these cases; and f. perform all other necessary or requested legal services. Morris Nichols will be paid at these hourly rates: Partners $700 to $1,050 Associates and Special Counsels $415 to $675 Paraprofessionals $280 to $325 In the year prior to the Petition Date, Morris Nichols received compensation from the Debtors totaling $429,336. In the 90 days before the Petition Date, Morris Nichols received the amount of $200,000. Morris Nichols will also be reimbursed for reasonable out-of-pocket expenses incurred. Derek C. Abbott, a partner at Morris Nichols Arsht & Tunnell, 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. Morris Nichols can be reached at: Derek C. Abbott, Esq. Matthew B. Harvey, Esq. Eric W. Moats, Esq. 1201 N. Market Street, 16th Floor Wilmington, DE 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: dabbott@mnat.com mharvey@mnat.com emoats@mnat.com About PGHC Holdings 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. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial and restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. PGHC HOLDINGS: Seeks to Hire Epiq as Administrative Advisor ----------------------------------------------------------- PGHC Holdings, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC, as administrative advisor to the Debtors. PGHC Holdings requires Epiq to: (a) assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plans of reorganization; (b) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; (c) gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs, if any; (d) maintain an electronic filing platform for purposes of filing proofs of claim; (e) generate, provide and assist, if necessary, with claims reports, claims objections, exhibits, claims reconciliation, and related matters; and (f) provide such other claims processing, noticing, solicitation, balloting, distributions, and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the clerk of the Court. Epiq will be paid based upon its normal and usual hourly billing rates. Epiq will be paid a retainer in the amount of $25,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathryn Tran, partner of Epiq Corporate Restructuring, 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. Epiq can be reached at: Kathryn Tra EPIQ CORPORATE RESTRUCTURING, LLC 777 3rd Avenue, 12th Floor New York, NY 10017 Tel: (212) 225-9200 About PGHC Holdings 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. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial & restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. PGHC HOLDINGS: Seeks to Hire North Point as Investment Banker ------------------------------------------------------------- PGHC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ North Point Advisors, LLC, as investment banker to the Debtors. PGHC Holdings requires North Point to: a) review and evaluate the Debtors' operations, cash flows, capital structure, liquidity, assets and liabilities business plan and performance and related forecasts and projections; b) assist the bankruptcy counsel and the Debtors in identifying available alternatives and the development and distribution of selected information, documents and other materials, including, if appropriate, advise the bankruptcy counsel and the Debtor in the preparation of an information memorandum; c) assist the Debtors and its counsel in evaluating indications of interest and proposals regarding any Transactions from current and/or potential lenders, equity investors, acquirers and/or strategic partners; d) ssist the Debtors and its counsel with the negotiation of any Transactions, including participating in negotiations with creditors and other parties involved in any Transactions; e) provide expert advice and testimony regarding financial matters related to any Transactions, if necessary; f) attend meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as the Company and North Point mutually agree; g) subject to the Debtors and its counsel coming to agreement on mutually acceptable terms and conditions relating thereto, acting as dealer manager, solicitation agent, placement agent, and financial advisor, as applicable and agreed to the Debtors and its counsel, to effect a Transaction; and h) provide such other financial advisory and investment banking services as may be required. North Point will be paid as follows: (a) Monthly Fee: North Point receives a monthly fee of $50,000. (b) Transaction Fee: A fee equal to the greater of (i) 2.5% of the Aggregate Consideration and (ii) $250,000, upon the occurrence of a Restructuring Transaction, provided however that should the counterparty to such Restructuring Transaction be the Debtors' secured lender, as of the Effective Date, or any affiliate or assignee of such secured lender or affiliate, than the Restructuring Transaction Fee shall be fixed at $250,000. North Point will also be reimbursed for reasonable out-of-pocket expenses incurred. David Jacquin, managing director of North Point Advisors, 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. North Point can be reached at: David Jacquin NORTH POINT ADVISORS, LLC 580 California St., Suite 2000 San Francisco, CA 94104 Tel: (415) 358-3500 Fax: (415) 358-3555 About PGHC Holdings 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. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial & restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. PRECIPIO INC: Incurs $3.84 Million Net Loss in Third Quarter ------------------------------------------------------------ Precipio, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.84 million on $650,000 of net sales for the three months ended Sept. 30, 2018, compared to a net loss of $6.28 million on $270,000 of net sales for the same period in 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $9.11 million on $2.17 million of net sales compared to a net loss of $10.71 million on $778,000 of net sales for the nine months ended Sept. 30, 2017. As of Sept. 30, 2018, Precipio had $24.65 million in total assets, $15.47 million in total liabilities, and total stockholders' equity of $9.18 million. The cash flows used in operating activities of approximately $4.8 million during the nine months ended Sept. 30, 2018 included a net loss of $9.1 million and an increase in accounts receivable of $0.3 million. These were partially offset by an increase in accounts payable, accrued expenses and other liabilities of $1.1 million and non-cash adjustments of $3.5 million. The cash flows used in operating activities in the nine months ended Sept. 30, 2017 included the net loss of $10.7 million, a decrease in accrued expenses and other liabilities of $1.1 million and an increase in accounts receivable of $0.1 million. These were partially offset by an increase in accounts payable of $0.5 million and non-cash adjustments of $0.5 million. Cash flows used in investing activities were under $0.1 million for the nine months ended Sept. 30, 2018, resulting from purchases of property and equipment. Cash flows provided by investing activities were $0.1 million for the nine months ended Sept. 30, 2017 and was cash acquired as part of the merger transaction. Cash flows provided by financing activities totaled $4.7 million for the nine months ended Sept. 30, 2018, which included proceeds of $0.6 million from the issuance of common stock, $0.3 million from the issuance of long-term debt, $3.0 million from the issuance of convertible notes and $1.3 million from the exercise of warrants. These proceeds were partially offset by payments on the Company's long-term debt of $0.3 million and payments for the Company's capital lease obligations and deferred financing costs of $0.2 million. Cash flows provided by financing activities totaled $4.7 million for the nine months ended Sept. 30, 2017, which included proceeds of $1.7 million from the issuance of long-term debt and convertible notes and $5.4 million from the issuance of preferred stock. These were partially offset by $2.4 million of payments on the Company's debt and capital lease obligations. A full-text copy of the Form 10-Q is available for free at: https://is.gd/2L8wh4 About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of June 30, 2018, Precipio had $25.88 million in total assets, $13.69 million in total liabilities and $12.19 million in total stockholders' equity. PRESSURE CONTROL: Gets Final Approval on Cash Collateral Use ------------------------------------------------------------ The Hon. John W. Kowle, of the U.S. Bankruptcy Court of the Western District of Louisiana has signed a final order authorizing Pressure Control Specialties, LLC, to use cash collateral. The Debtor may use all moneys alleged to be the cash collateral for operational purposes only and not to pay administrative expenses of this chapter 11 case absent court approval. The monthly reports that the Debtor is required to file on or before the 15th each month will serve as the report of use of the cash collateral. The Debtor is entitled to use cash collateral to pay on a monthly basis those expenses incurred in connection with operation of its business, including payment of Insider Compensation after compliance with Local Rules. The Debtor is authorized to pay the fees due the office of the U.S. Trustee from the cash collateral. The Debtor may not expend cash collateral for any capital cost in excess of $5,000 without the approval of Bank or order of the Court. As adequate protection for the use of cash collateral, the Debtor affords the Bank a post-petition privilege and security interest in post-petition accounts receivable, all inventory and equipment acquired post-petition to replace any inventory and equipment and to secure an amount equal to any diminution, from and after the Petition Date, in the value of the Bank's interest in the Cash Collateral and any other property of the Debtor, but only to the extent and in the event that it would be ultimately determined that the Bank possesses valid, non-avoidable pre-petition liens and security interest and the Bank is entitled to adequate protection of any such liens and security interests. In addition, the Debtor will continue to maintain insurance coverage in all collateral with financially sound and reputable companies. A full-text copy of the Order is available at: http://bankrupt.com/misc/lawb18-51134-71.pdf About Pressure Control Specialties Pressure Control Specialties, LLC, is a privately held company in Pleasanton, Texas that provides equipment rental services. Pressure Control filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-51134) on Sept. 10, 2018. The petition was signed by Kenneth W. Crouch, Sr., manager/member. The case is assigned to Judge John W. Kolwe. The Debtor is represented by William C. Vidrine, Esq. at Vidrine & Vidrine, PLLC. At the time of filing, the Debtor disclosed $1,323,098 in total assets and $2,120,557 in total liabilities. RESOLUTE ENERGY: Monarch Alternative Supports Cimarex Merger ------------------------------------------------------------ Monarch Alternative Capital LP, MDRA GP LP, and Monarch GP LLC and Resolute Energy Corporation have entered into the voting agreement pursuant to which each of the Reporting Persons agreed to vote its shares of common stock in favor of, among other things, the approval of the merger between Resolute and Cimarex Energy Co. Each of MAC, MDRA GP and Monarch GP indirectly beneficially own 2,268,072 shares of Common Stock. Those shares represent 9.79% of the 23,164,035 common shares outstanding as of Oct. 31, 2018, according to the Form 10-Q filed by the Issuer with the SEC on Nov. 5, 2018. The 2,268,072 shares of Common Stock beneficially owned by the Reporting Persons were acquired in open market transactions. The Funds expended an aggregate of approximately $63,096,043 of their own investment capital to acquire the shares held by them. On Nov. 18, 2018, Resolute entered into an Agreement and Plan of Merger with Cimarex Energy Co., a Delaware corporation ("Purchaser"), CR Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser, and CR Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser. The Merger Agreement and the transactions contemplated thereby were approved by Resolute's Board. Concurrently with the execution of the Merger Agreement, on Nov. 18, 2018 the Reporting Persons entered into a Voting and Support Agreement with Cimarex pursuant to which each of the Reporting Persons agreed to vote its shares of Common Stock now owned or hereafter acquired: (a) in favor of, among other things, the approval of the Merger and the adoption of the Merger Agreement; and (b) against (i) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal (as that term is defined in the Merger Agreement), (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Purchaser or to Purchaser's stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Issuer in the Merger Agreement. Each Reporting Person agreed that it will not, and will not authorize or permit its controlled subsidiaries and its and their respective directors, employees and officers to, and will not authorize or permit its Representatives (as defined in the Merger Agreement) to, and will not announce any intention to, directly or indirectly, among other things, initiate, solicit or knowingly encourage or knowingly facilitate any acquisition proposals relating to the Issuer. The Voting Agreement provides that each of the Reporting Persons grants a proxy appointing the Purchaser and its designees as its attorney-in-fact and proxy, with full power of substitution and resubstitution, to vote the Reporting Persons' shares of Common Stock in the manner described in the Voting Agreement. The Voting Agreement provides that such proxy is irrevocable, but will be automatically revoked upon termination of the Voting Agreement, and will not be effective to the extent that the Issuer has effected (and not withdrawn) a Company Change of Recommendation. The Voting Agreement terminates upon the earliest to occur of (a) the receipt of Company Stockholder Approval (as defined in the Merger Agreement); (b) the date of any amendment, waiver or modification of the Merger Agreement without the Reporting Persons' prior written consent that has the effect of (1) decreasing the Merger Consideration, (2) changing the form of Merger Consideration, in each case, payable to the stockholders of the Issuer pursuant to the Merger Agreement in effect on the date of execution of the Voting Agreement, or (3) otherwise affecting the Reporting Persons in a materially adverse manner; (c) such date and time as the Merger Agreement shall be terminated pursuant to the terms thereof; or (d) the termination of the Voting Agreement by mutual written consent of the Reporting Persons and the Purchaser. A full-text copy of the Schedule 13D/A as filed with the Securities and Exchange Commission is available for free at: https://is.gd/62aSs3 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 Sept. 30, 2018, the Company had $897.8 million in total assets, $992.6 million in total liabilities and a total stockholders' deficit of $94.84 million. RESOLUTE ENERGY: Moody's Reviews CFR for Upgrade on Climarex Deal ----------------------------------------------------------------- Moody's Investors Service placed the ratings of Resolute Energy Corporation (REN, B3) under review for upgrade including its B3 Corporate Family Rating, its B3-PD Probability of Default Rating and its Caa1 senior unsecured notes rating. These rating actions follow the announcement of a definitive agreement by Cimarex Energy Co. (Baa3 stable) to acquire Resolute in a transaction valued at approximately $1.6 billion, including the assumption of Resolute's $710 million outstanding debt. The review for upgrade is based on the potential benefit of Resolute being supported by the stronger credit profile and greater financial flexibility of Cimarex. On Review for Upgrade: Issuer: Resolute Energy Corporation Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Corporate Family Rating, Placed on Review for Upgrade, currently B3 Senior Unsecured Notes, Placed on Review for Upgrade, currently Caa1 (LGD4) Outlook Actions: Issuer: Resolute Energy Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Under the definitive agreement announced on November 19, 2018, Resolute shareholders will receive 0.3943 shares of Cimarex common stock for each share of Resolute common stock held, $35 per share in cash, or a combination of $14 per share in cash and 0.2366 share of common stock. The amount of stock and cash is subject to proration for a total stock and cash mix of 60% and 40%, respectively. Moody's review will focus on the pro forma capital structure of the combined company, and whether Resolute's unsecured notes are retired, which are currently callable at par, or remain outstanding. The review will also cover what strategic direction Cimarex might take, the plans for Resolute's assets, and the manner in which it will operate them. If Resolute's unsecured notes are retired, Moody's will likely withdraw Resolute's ratings. In the case that Resolute debt remains outstanding and is fully guaranteed by Cimarex, Resolute's unsecured notes could be equalized with Cimarex's rating. Otherwise, the possible ratings uplift will depend on its view of Cimarex's level of support for Resolute, its strategic importance to Cimarex and the notes' structural position in the combined company's pro forma capital structure. Without a guarantee, Resolute's rating will not be equalized with Cimarex's rating. The completion of the transaction is subject to the approval of Resolute's shareholders as well as certain regulatory approvals and other customary closing conditions. The review should conclude once the acquisition closes, likely in the first quarter of 2019. Resolute Energy Corporation is an independent exploration and production company focused on the exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Delaware Basin in the Permian Basin of West Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. RESOLUTE ENERGY: S&P Places 'B-' ICR on CreditWatch Positive ------------------------------------------------------------ S&P Global Ratings placed its ratings, including its 'B-' issuer credit rating, on Denver-based oil and gas exploration and production company Resolute Energy Corp. (REN) on CreditWatch with positive implications. S&P said, "At the same time, we placed the 'B-' issue-level rating on REN's senior unsecured notes on CreditWatch with positive implications. The recovery rating on this debt remains '4', indicating our expectation of an average (30%-50%; rounded estimate: 35%) recovery to creditors in the event of a payment default. "The CreditWatch positive placement reflects the likelihood that we will raise the ratings on REN following its acquisition by Cimarex Energy (BBB-/Stable/--). Cimarex plans to acquire REN in a cash and stock transaction for approximately $1.6 billion, including the assumption of $710 million of REN's debt. "If the transaction is completed as proposed, we would expect to raise the rating on REN to that on Cimarex. We will resolve the CreditWatch placement around the close of the transaction, which we expect to occur by the end of the first quarter of 2019." RESOLUTE ENERGY: Will be Acquired by Cimarex for $1.6 Billion ------------------------------------------------------------- Cimarex has entered into a definitive agreement to acquire Resolute Energy Corporation in a cash and stock transaction valued at $35.00 per share, or a total purchase price of approximately $1.6 billion, including Resolute's long term debt of $710 million, as of Sept. 30, 2018. The transaction was unanimously approved by both companies' Boards of Directors. "This high-quality, bolt-on asset is tailor-made for Cimarex," said Thomas E. Jorden, chairman, president and CEO of Cimarex. "It is a perfect fit with our existing Reeves County position and will allow us to leverage our knowledge and deliver superior results over a broader asset base for the benefit of both Cimarex and Resolute shareholders. The Resolute assets are expected to generate free cash flow in 2019, basically funding any additional development capital from the start. I want to compliment Rick Betz and the entire Resolute team on the outstanding job that they have done in building these premier Reeves County assets." Cimarex will continue to maintain an industry-leading cost structure and strong balance sheet. Cimarex expects the combined companies to generate free cash flow in 2020. "Today's transaction further demonstrates the commitment of the Board of Directors and entire management team at Resolute to maximizing long term value for the company's shareholders," said Rick Betz, chief executive officer of Resolute. "Our dedicated team of talented professionals has worked tirelessly to position this company to be able to capitalize on the tremendous opportunity this merger represents. The combination of our assets and people with the incredibly strong platform that Tom and his team at Cimarex have built will surely lead to superior results for the shareholders of both companies. We look forward to working through a seamless transition with the Cimarex team." Compelling Strategic and Financial Benefits include: * Acquisition Consistent with Disciplined Investment and Capital Allocation Strategy: Cimarex utilized its disciplined returns-driven approach in this transaction, employing its strong balance sheet to acquire assets with attractive returns that are competitive with those in Cimarex's existing high-return portfolio. * Operational Excellence Results in Productivity Gains: Through the application of sound, idea-driven science, Cimarex has shown significant well productivity gains in this area. Cimarex expects to apply these learnings to the acquired properties in the future. * Increases Scale of Key Delaware Basin Asset: Net acres in Reeves County, Texas, increase 34% with the addition of 21,100 acres. Pro forma Q3 2018 production was over 253 MBOE/d (79,647 bo/d). * Financially Accretive: Accretive to 2019 key per-share metrics including: earnings and non-GAAP cash flow. Terms and Financing Under the terms of the definitive merger agreement, Resolute shareholders will have the right to receive 0.3943 shares of Cimarex common stock, $35 per share in cash, or a combination of $14 per share in cash and 0.2366 share of common stock. The amount of stock and cash is subject to proration for total stock and cash mix of 60% and 40%, respectively. The consideration represents an approximate 14.8% percent premium to Resolute's closing price of $30.49 on Nov. 16, 2018. Upon closing of the transaction, Cimarex shareholders will own approximately 94.4% of the combined company, and Resolute shareholders will own approximately 5.6%. The transaction, which is expected to be completed by the end of the first quarter of 2019, is subject to the approval of Resolute shareholders, and the satisfaction of certain regulatory approvals and other customary closing conditions. The cash portion of the transaction is expected to be funded through a combination of cash on hand (including proceeds from the previously announced sale of assets in Ward County, Texas) and borrowings under Cimarex's revolving credit facility. Upon closing, the Board of Directors and executive team of Cimarex will remain unchanged. The resulting capital structure is consistent with Cimarex's strategy of maintaining a conservative financial position and is expected to have no impact on the company's investment grade credit rating. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/8rgmlC Advisors Evercore is acting as exclusive financial advisor to Cimarex, and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor. Petrie Partners Securities, LLC and Goldman Sachs & Co. LLC are acting as financial advisors to Resolute. Arnold & Porter and Wachtell, Lipton, Rosen & Katz are acting as legal advisors to Resolute. Presentation For more details, please refer to the company's investor presentation available at www.cimarex.com. About Cimarex Denver-based Cimarex is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S. For more information, visit https://www.cimarex.com. The company's common stock is traded on the NYSE under the ticker symbol "XEC." 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 Sept. 30, 2018, the Company had $897.8 million in total assets, $992.6 million in total liabilities and a total stockholders' deficit of $94.84 million. RESTLAND MEMORIAL: Seeks to Hire Calaiaro Valencik as Counsel ------------------------------------------------------------- Restland Memorial Parks, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik, as counsel to the Debtor. Restland Memorial requires Calaiaro Valencik to: (a) prepare the bankruptcy petition and attendance at the first meeting of creditors; (b) represent the Debtor in relation to acceptance or rejection of executory contracts; (c) advise the Debtor with regard to their rights and obligations during the Chapter 11 reorganization; (d) advise the Debtor regarding possible preference actions; (e) represent the Debtor in relation to any motions to convert or dismiss the Chapter 11; (f) represent the Debtor in relation to any motions for relief from stay filed by creditors; (g) prepare the Plan of Reorganization and Disclosure Statement; (h) prepare any objection to claims in the Chapter 11; and (i) represent the Debtor in general. Calaiaro Valencik will be paid at these hourly rates: Attorneys $300 to $375 Paralegals $100 The Debtor paid Calaiaro Valencik a retainer of $1,000 plus the filing fee of $1,717. The Debtor also paid Calaiaro Valencik $1,183 which was applied to prepetition work in preparation of the bankruptcy filing. Calaiaro Valencik will also be reimbursed for reasonable out-of-pocket expenses incurred. David Z. Valencik, a partner at Calaiaro Valencik, 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. Calaiaro Valencik can be reached at: David Z. Valencik, Esq. Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Tel: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com dvalencik@c-vlaw.com About PGHC Holdings 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. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, PGHC estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial and restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. RMH FRANCHISE: Landlords Want 1st Amended Joint Plan Modified ------------------------------------------------------------- Landlords ARC NPHUBOH001, LLC, Brixmor Operating Partnership LP, Brookfield Property REIT Inc., Starwood Retail Partners LLC, STORE Master Funding II, LLC, STORE SPE Applebee’s 2013-1, LLC, Tasha Dellagatta, The Macerich Company, Westfest, LLC, and Yavapai-Prescott Indian Tribe filed a limited objection to RMH Franchise Holdings, Inc. and affiliates' first amended joint chapter 11 plan of reorganization. The Landlords do not object to the Debtors' efforts to confirm a plan of reorganization, but as drafted, the Plan improperly provides a lesser recovery on account of rejection damages claims than other similarly situated unsecured claims and improperly modifies the Landlords' rights under their Leases and the Bankruptcy Code. Following discussions between counsel to the Landlords and Debtors, Landlords believe that agreements in principle have been reached with respect to certain of the issues raised herein that will be resolved by language in the Confirmation Order. However, as of the filing of this Objection, the Confirmation Order is not yet available for Landlords to review. Out of an abundance of caution, this Objection incorporates all such issues and, upon a review of the Confirmation Order when it is available, Landlords will withdraw this Objection with respect to any resolved issues. The Landlords complain that the Plan's improper classification discriminates against rejection damages claims. Section 6.06 of the Plan provides that Claims arising from the rejection of Unexpired Leases (the "Rejection Damages Claims") will be treated as General Unsecured Claims in Class 5 under the Plan. The Plan further provides that Sub-Debt Claims will be treated as General Unsecured Claims in Class 5. The Disclosure Statement projects that General Unsecured Claims in Class 5 will receive a 10% recovery on their claims. Trade Claims defined in the Plan as "any General Unsecured Claim arising prior to the Petition Date relating to the delivery of goods or services to a Debtors from trade creditors or service providers in the ordinary course of a Debtors' business which goods and services providers are designated by the Debtors as a provider from whom the Reorganized Debtors will require goods or services after the Effective Date," however, are classified in Class 4 under the Plan and projected to receive a 50% recovery on such unsecured claims. This classification scheme violates Section 1122(a) because Rejection Damages Claims are classified together with the Sub-Debt Claims, which are not "substantially similar" in nature. The Plan improperly seeks to assume or reject leases beyond the confirmation date absent Landlord consent. The Plan provides that the Debtors may assume or reject Leases after the confirmation date absent landlord consent. More specifically, the Plan provides that "To the extent the Cure Dispute is resolved or determined unfavorably to the Debtors or the Reorganized Debtors, as applicable, the Debtors or the Reorganized Debtors, as applicable, may reject the applicable executory contract or unexpired lease after such determination." Any language seeking to assume or reject any Lease beyond the entry of the Confirmation Order should be stricken as this violates Section 365(d)(4) of the Bankruptcy Code, along with other provisions of the Plan. The Landlords request that the Court not approve the Plan unless and until the Debtors amend the Plan consistent with this objection, including the modifications requested. A copy of the Landlords' Objection is available for free at: http://bankrupt.com/misc/deb18-11092-744.pdf As previously reported by the Troubled Company Reporter, the latest plan discloses that ACON Equity Partners has an unsecured claim against the estates of Debtors RMH Franchise Holdings, Inc. and RMH Franchise Corporation in an amount not less than $33,445,057.04, on account of the Sub-Debt Claims, which will be treated as Class 5 General Unsecured Claims. However, pursuant to the Subordination Agreements, (a) the Administrative Agent has the right to vote and otherwise act with respect to the Sub-Debt Claims (including the right to vote to accept or reject the Plan), and (b) any payment or distribution of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which ACON Equity Partners would be entitled but for the provisions of the Subordination Agreements are assigned and directed to the Administrative Agent until the Credit Agreement Claims are paid in full; therefore, the Sub-Debt Claims are currently held by the Administrative Agent, and not by an insider of the Debtors. A full-text copy of the Latest Disclosure Statement is available for free at: http://bankrupt.com/misc/deb18-11092-620.pdf Counsel to ARC NPHUBOH001, LLC, Brixmor Operating Partnership LP, Brookfield Property REIT Inc., Starwood Retail Partners LLC, STORE Master Funding II, LLC, STORE SPE Applebee's 2013-1, LLC, Tasha Dellagatta, The Macerich Company, Westfest, LLC, and Yavapai-Prescott Indian Tribe: Leslie C. Heilman (DE No. 4716) Laurel D. Roglen (DE No. 5759) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252-4466 E-mail: heilmanl@ballardspahr.com roglenl@ballardspahr.com - and - Dustin P. Branch, Esq. BALLARD SPAHR LLP 2029 Century Park East, Suite 800 Los Angeles, CA 90067-3012 Telephone: (424) 204-4354 Facsimile: (424) 204-4350 E-mail: branchd@ballardspahr.com - and - David L. Pollack BALLARD SPAHR LLP 51st Fl - Mellon Bank Center 1735 Market Street Philadelphia, Pennsylvania 19103 Telephone: (215) 864-8325 Facsimile: (215) 864-9473 E-mail: pollack@ballardspahr.com - and - Craig S. Ganz, Esquire Michael S. Myers, Esquire BALLARD SPAHR LLP 1 East Washington Street Suite 2300 Phoenix, AZ 85004-2555 Telephone: (602) 798-5400 Facsimile: (602) 798-5595 E-mail: ganzc@ballardspahr.com myersms@ballardspahr.com About RMH Franchise Holdings RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings is the direct or indirect parent of each of the other Debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions were signed Michael Muldoon, president, RMH Franchise Holdings estimated assets and liabilities of $100 million to $500 million. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH Franchise Corporation (Case No. 18-11095), and Contex Restaurants, Inc. (Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel to the Debtors; Mastodon Ventures, Inc., is the restructuring advisor; Hilco Real Estate LLC serves as real estate broker; and Prime Clerk LLC acts as claims and noticing agent. On May 24, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. Kelley Drye & Warren LLP serves as lead counsel to the Committee while Zolfo Cooper LLC acts as bankruptcy consultant and financial advisor. SAFE HAVEN HEALTH: Colonial Funding Prohibits Cash Collateral Use ----------------------------------------------------------------- Colonial Funding Network, Inc., as servicer for Evolution Capital Group, asks the U.S. Bankruptcy Court for the District of Idaho to prohibit Safe Haven Health Care, Inc.'s use of cash collateral and non-estate property. Prior to the commencement of this case, the Debtor and Colonial Funding entered into three Revenue Based Factoring (RBF/ACH) Agreements. Under the Agreements, Colonial Funding purchased the Debtor's business receivables in the amount of $1,062,500 in exchange for the purchase price of $850,000. Pursuant to the Agreements, the Debtor authorized Colonial Funding to ACH debit a total of $1,062,500 of Debtor's receivables from its depositing bank account to be paid on a daily basis. As further consideration for the purchase, Debtor granted Colonial Funding a security interest in Debtor's assets. The Debtor defaulted on its obligations under the Agreements, prompting Colonial Funding to institute litigation in the Supreme Court of the State of New York, County of New York, against the Debtor Safe Haven, and related entities to recover the total amount of $309,505. Consequently, a Stipulation of Settlement was executed to resolve the Litigation. In accordance with the Stipulation, the Debtor was to pay Colonial Funding $188,000 pursuant to scheduled payments outlined in the Stipulation. However, after making $153,833 in payments, the Debtor reneged on the Stipulation and ceased all payments. Pursuant to the Agreements and Stipulation, certain amounts are currently due and owing in the approximate total amount of $192,342. As of the Petition Date, the Debtor's obligations to Colonial Funding under the Agreements are secured by all of the personal property of the Debtor. Accordingly, all cash and cash equivalents of the Debtor are part of Colonial Funding's Collateral or proceeds of same. Colonial Funding has determined that the Debtor's Motion for Interim Use of Cash Collateral, which was approved by the Court on Aug. 15, 2018, failed to disclose Colonial Funding's security interest in the Debtor's Cash Collateral. Moreover, the Debtor failed to list in its schedules Colonial Funding's secured claim covering all assets pursuant to the UCC Financing Statement. Moreover, Colonial Funding contends that prior to filing the Motion to Prohibit, Colonial Funding contacted the Debtor's counsel on Oct. 16, 17, and 19, 2018, objecting to the use of cash collateral, requesting adequate assurance and/or a discussion on the Cash Collateral, in an attempt to resolve these matters, but no response has been received from the Debtor. Accordingly, Colonial Funding objects to the Debtor's use of cash, whether derived from Purchased Receivables, deposit accounts, or otherwise because no adequate protection has been offered to protect Colonial Funding's interests therein. Colonial Funding also requests adequate protection for the use of its cash collateral and a perfected post-petition lien against the cash collateral to the extent and with the same validity and priority as the prepetition lien and effective nunc pro tunc as of the Petition Date. Attorneys for Colonial Funding Network, Inc. Jed W. Manwaring, Esq. Christy A. Kaes, Esq. EVANS KEANE LLP 1161 West River Street, Ste. 100 P.O. Box 959 Boise, Idaho 83701-0959 Telephone: (208) 384-1800 Facsimile: (208) 345-3514 E-mail: jmanwaring@evanskeane.com ckaes@evanskeane.com About Safe Haven Health Care Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/ -- provides both in-patient and out-patient psychiatric, skilled nursing and assisted living services. The Company has facilities throughout southwestern, central and eastern Idaho. Safe Haven is a division of CareFix, Inc. Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho Case No. 18-01044) on Aug. 10, 2018. In the petition signed by Scott Burpee, president, the Debtor disclosed $10,234,818 in assets and $17,313,444 in liabilities. The case is assigned to Judge Jim D. Pappas. Angstman Johnson, led by Matthew Todd Christensen, is the Debtor's counsel. SAMARITAN COMMUNITY: May Use Cash Collateral Until Dec. 19 ---------------------------------------------------------- The Hon. Deborah Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a sixth order authorizing New Good Samaritan Community Services the right to use the cash collateral of PSB Credit Services for the time period Oct. 26, 2018 to Dec. 19, 2018. The Debtor's continued cash collateral use will be set for status on Dec. 18, 2018 at 10:00 a.m. The Debtor will be granted the right to use the cash collateral of PSB Credit Services to pay the expenses listed on the budgets. The Debtor will also have the right to spend an additional 10% of any budget line item. The approved Budget provides total monthly cash disbursements of approximately $2,459. PSB Credit Services is granted replacement liens upon the property of the Debtor's Estate and all the revenues, profits and avails generated therefrom after commencement of this case that will have the same validity, extent and priority as the liens held by PSB Credit Services pre-petition. Additionally, the Debtor will pay PSB Credit Services the amount of $1,000 on the 15th of each month as adequate protection. In addition, the Debtor agrees as follows: (a) The Debtor will provide weekly reports and pictures to PSB Credit Services of the work being completed at the subject property, which reports will identify how each repair relates to and remedies a specific building code violation alleged by the City of Chicago in its First Amended Complaint filed on May 22, 2018. These Weekly Progress Reports will be sent by Debtor directly to the following representative of PSB Credit Services: Joe DeGroot -- JoeD@prinsbank.com -- and Kevin Mulder -- KevinMulder@prinsbank.com; (b) The Debtor will provide PSB Credit Services with a list, sworn to by Debtor, of all contractors working on the subject property along with each contractors' contact information. The Debtor grants PSB Credit Services permission to directly contact the identified contractors to confirm each contractor's receipt of payments. In addition, the Debtor will provide weekly evidence to PSB Credit Services of Debtor's payments to the contractors and any outstanding amounts due; and (c) The Debtor further agrees to increase the Adequate Protection Payments for any future order authorizing Debtor's use of cash collateral. A full-text copy of the Sixth Order is available at http://bankrupt.com/misc/ilnb17-18184-91.pdf About New Good Samaritan Community Services New Good Samaritan Community Services filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-18184) on June 15, 2017. In the petition signed by its pastor and president, Robert Marwill, the Debtor estimated assets of less than $500,000 and debt of less than $100,000. Karen J. Porter, Esq., at Porter Law Network, serves as bankruptcy counsel. SEABROOK DENTAL: Seeks to Hire Neeleman Law as Counsel ------------------------------------------------------ Seabrook Dental Laboratory, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Neeleman Law Group, as counsel to the Debtors. Seabrook Dental requires Neeleman Law to: a. assist the Debtors in the investigation of the financial affairs of the estate; b. provide legal advice and assistance to the Debtors with respect to matters relating to this case and creditor distribution; c. prepare all pleadings necessary for proceedings arising under the bankruptcy case; and d. performing all necessary legal services for the estate in relation to the bankruptcy case. Neeleman Law will be paid at these hourly rates: Attorneys $275 to $360 Paralegals $125 Neeleman Law received from the Debtors the amount of $14,849 as retainer. Neeleman Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas D. Neeleman, a partner at Neeleman 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 Debtors and their estates. Neeleman Law can be reached at: Thomas D. Neeleman, Esq. NEELEMAN LAW GROUP 1904 Wetmore Ave., Suite 200 Everett, WA 98201 Tel: (425) 212-4800 Fax: (425) 212-4802 About Seabrook Dental Laboratory Seabrook Dental Laboratory, LLC -- https://www.seabrookdentallab.com/ -- is an independent, full service dental laboratory in Edmonds, Washington. Seabrook Dental offers the newest technology and dental prosthetic solutions to dentist clients. Seabrook Dental Laboratory filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 18-13499) on Sept. 6, 2018. In the petition signed by Timothy R. Holbrook, managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Christopher M. Alston presides over the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SEARS HOLDINGS: Committee Opposes Retention of Evercore Group ------------------------------------------------------------- BankruptcyData.com reported that Sears Holdings Corp.'s Official Committee of Unsecured Creditors filed an objection to the Debtors' application to retain Evercore Group as investment banker. BankruptcyData.com reported that the Committee asserts, "The Creditors' Committee respectfully requests that the Court deny the Evercore Application absent additional evidence establishing the necessity of retaining Evercore in addition to A&M and modification to the terms of Evercore's retention to ensure that there is no duplication of services. The burden is on the moving party to prove by evidence, not conclusory statements, that the proposed terms and conditions of a proposed retention are reasonable under Bankruptcy Code section 328(a). If the bankruptcy court finds that the proposed terms of a professional retention are unreasonable, the court may modify such the terms of retention to render them reasonable. In short, the Debtors have failed to establish that Evercore's retention will not result in duplication of services that will (or can) be provided by A&M. Moreover, permitting the retention by the RSC of multiple, duplicative advisors may lead to other parties in interest (including the Restructuring Committee) determining that they too require advisors to perform duties clearly within the purview of already retained professionals." The objection continues, "The Debtors propose to pay Evercore a monthly fee of $200,000 (the 'Monthly Fees') and an additional fee (the 'Additional Fee') if the aggregate of all Monthly Fees paid to Evercore since the execution of the Engagement Letter are less than $3 million. The Additional Fee will be calculated as $3 million less the aggregate amount of all Monthly Fees paid to Evercore, such that Evercore will be paid no less than $3 million in connection with its engagement. Finally, the Debtors have not proven that the Additional Fee, which guarantees that Evercore will be paid a minimum of $3 million during its employment, is reasonable and should be pre-approved pursuant to Bankruptcy Code section 328(a). This is particularly true because the Court will not have the ability to revisit Evercore's compensation in the event that there is a substantial amount of duplication of services performed by Evercore and A&M." About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SEARS HOLDINGS: Proposes KEIP for 18 Workers, KERP for 32 Workers ----------------------------------------------------------------- BankruptcyData.com reported that Sears Holdings requested Court approval of (i) a Key Employee Incentive Plan (the "KEIP") for 18 employees and (ii) a Key Employee Retention Plan (the "KERP") for 322 non-insiders. BankruptcyData related that the motion explains, "The [KEIP] program provides a total, incentive-based award opportunity ranging from approximately $1.06 million per quarter in the aggregate at threshold performance, to approximately $2.12 million per quarter in the aggregate at maximum performance, based on the achievement of targeted Net Cash Flow for the quarterly periods ended January 15, 2019, and April 15, 2019, respectively, and upon an Acceleration Event, a total potential award opportunity of up to approximately $8.50 million in aggregate for KEIP Participants, and (b) KERP for 322 non-insider employees providing a total award pool of approximately $16.9 million payable on a quarterly basis over 12 months; provided that no KERP Participant shall be eligible to receive one or more KERP Awards in excess of $150,000 in the aggregate. The KERP Participants comprise a wide and diverse range of roles, with job titles such as 'Manager,' 'Director,' 'Vice President,' and 'Head,' and the KERP Participants have an average salary of approximately $172,000. At this critical juncture, KERP Participants may be understandably concerned with their employment prospects and ability to provide for themselves and their families at this juncture, and the Debtors cannot afford attrition among such individuals this time. The maximum aggregate cost of the KERP shall be $16,930,000 (the 'KERP Award Pool'); provided that no KERP Participant shall be eligible for a total KERP Award in excess of $150,000 in the aggregate." The Court scheduled a December 20, 2018 hearing to consider the motion, with objections due by November 29, 2018. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SEARS HOLDINGS: Seeks $350M Jr. Term Loan From GACP Finance ----------------------------------------------------------- BankruptcyData.com reported that Sears Holdings filed with the Court of a term sheet detailing a $350 million debtor-in-possession ("DIP") multiple draw term loan facility (the GACP Junior DIP Facility") to be provided by Great American Capital Partners Finance ("GACP") to Sears Roebuck Acceptance Corp. and Kmart Corp. and certain of their affiliates. GACP is affiliated with liquidation specialist Great American Group and financial services firm B. Riley Financial Inc. BankruptcyData related that in its its motion for DIP financing filed with the Court on October 15, 2018, the Debtors announced that they had made substantial progress on a term sheet for a $300 million junior DIP term loan and that affiliates of Edward Lampert's ESL Investment, Inc. ("ESL") and Cyrus Capital Partners LP had each indicated an interest in providing a portion of that junior DIP financing (the "ESL Junior DIP Financing"). Neither of these parties is a signatory of the term sheet, ie a "DIP Lender," although the term sheet does allow for GACP to assign debt issued under its proposed DIP facility. The GACP Junior DIP Facility interest rate of LIBOR+11.5% is higher than that noted in a summary of terms filed in respect of the earlier proposed ESL Junior Financing (LIBOR+9.5%) and includes a 3% closing fee that was not part of the ESL Junior Financing. BankruptcyData further noted that the GACP Junior DIP Facility term sheet notes the following key terms: * A secured debtor-in-possession multiple draw term loan facility up to $350.0 million (the "GACP Junior DIP Facility" and the loans thereunder, the 'DIP Loans'), to be made available to the Borrowers by the DIP Lenders after the DIP Facility Approval Date in accordance with the Budget and the final DIP documentation; provided, however, that: (i) no more than $250.0 million aggregate principal amount of the DIP Loans (the 'Interim DIP Loans') shall be funded by the DIP Lenders prior to the Final Closing Date, which Interim DIP Loans shall be funded in three draws on and after the Initial Closing Date in the following amounts: the first draw of $75.0 million on the Initial Closing Date, the second draw of $75.0 million and the third draw of $100.0 million, in the cases of the second and third draws, on dates when the Excess Availability is less than $50.0 million and (ii) no more than $100.0 million aggregate principal amount of the DIP Loans (the 'Subsequent DIP Loans') shall be funded by the DIP Lenders, which Subsequent DIP Loans shall be funded in multiple draws of amounts to be agreed on dates when the sum of Excess Availability and the Obligors' available cash is less than $50.0 million. * Closing Fee is 3.00%, (i) due and payable with respect to the full $200.0 million aggregate principal amount of the Interim DIP Loans, on the Initial Closing Date and (ii) due and payable with respect to the aggregate principal amount of unused commitments under the GACP Junior DIP Facility prior to the Final Closing Date upon the earliest to occur of (x) December 31, 2018 and (y) the Final Closing Date. * Pricing/Floor: LIBOR+11.50%, payable monthly * Extension Fee is 1.25%, earned on the first day of the extension, but payment is deferred until the Maturity Date. * Undrawn Fee is 0.75%. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SEARS HOLDINGS: Seeks Quick Sale of Up to $900M Medium Term Notes ----------------------------------------------------------------- BankruptcyData.com reported that Sears Holdings Corp. requested Court approval for the sale of Medium Term Notes. BankruptcyData noted that the motion explains, "By this Motion, the Debtors request, authority to sell certain SRAC Medium Term Notes Series B (the "MTNs") issued by Debtor Sears Roebuck Acceptance Corp. ('SRAC') and currently owned by various other Debtors. The Debtors have a unique opportunity to sell the MTNs and maximize their value for the benefit of all creditors, but only if a sale can be accomplished expeditiously. As of the Commencement Date, the outstanding principal amount of the MTNs was approximately $2.3 billion, plus unliquidated amounts including interest thereon and fees, expenses, charges, and other obligations incurred in connection therewith as provided under the 2002 SRAC Indenture. Approximately $1.4 billion of the MTNs are held by Sears Reinsurance Company, a non-Debtor affiliate of the Company….The Auction currently is scheduled for November 14, 2018. Thus, to be able to take advantage of favorable market forces and maximize the value of the MTNs, the Debtors must be able to effect a transfer of the MTNs prior to November 14, 2018. Given the extremely compressed time frame with which they are working, the Debtors determined that the quickest and most efficient way to sell the MTNs would be to retain a nationally recognized broker/dealer which will contact all potentially interested parties and run a sale process. The Debtors' financial advisor contacted Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Jefferies, Morgan Stanley & Co., LLC, and Goldman Sachs, all of which are eminently qualified to manage the sale process, and requested that they provide proposals to act as broker/principal in connection with the sale of the MTNs." About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SEASONS CORPORATE: Seeks to Hire Zeichner Ellman as Attorney ------------------------------------------------------------ Seasons Corporate LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Zeichner Ellman & Krause LLP, as attorney to the Debtors. Seasons Corporate requires Zeichner Ellman to: a. advise the Debtors with respect to their powers and duties as the Debtors and debtors in possession in the continued management of their properties and operation of their businesses; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the cases, including all the legal administrative requirements of operating under Chapter 11; c. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions, defense of any actions commenced against the estates, negotiate concerning litigation in which the Debtors may be involved, and object to claims filed against the estates; d. prepare on the Debtors' behalf motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; e. prepare and negotiate on the Debtors' behalf the Chapter 11 plan, disclosure statement, and all related agreements and documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plan; f. advise the Debtors in connection with any sale of assets or other transactions; g. perform other necessary legal services and provide other necessary legal advice to the Debtors in connection with the Chapter 11 cases; and h. appear before the Bankruptcy Court, any appellate court, and the U.S. Trustee and protect the interests of the Debtors' estates before such courts. Zeichner Ellman will be paid at these hourly rates: Partners $615 to $745 Associates $360 to $495 Paraprofessionals $175 to $275 On August 23, 2018, the Debtors paid Zeichner Ellman $25,000 retainer. Subsequently, the Debtors paid Zeichner Ellman with $245,000 additional retainer. As of the Petition Date, the remaining retainer balance of $91,028.40 held in the firm's trust account. Zeichner Ellman will also be reimbursed for reasonable out-of-pocket expenses incurred. Nathan Schwed, a partner at Zeichner Ellman & Krause, 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. Zeichner Ellman can be reached at: Nathan Schwed, Esq. ZEICHNER ELLMAN & KRAUSE LLP 1211 Avenue of the Americas, 40th Floor New York, NY 10036 Tel: (212) 223-0400 Fax: (212) 753-0396 About Seasons Corporate LLC About Blue Gold Launched in 2010, Blue Gold owns and operates nine retail kosher food stores under the name of "Seasons" in New York , New Jersey, Ohio and Maryland. On Sept. 16, 2018, Blue Gold Equities LLC and 11 affiliates, including Seasons Corporate, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed $31 million in total assets and $42 million in total liabilities. The Hon. Nancy Hershey Lord is the case judge. ZEICHNER ELLMAN & KRAUSE LLP, led by Nathan Schwed, Peter Janovsky, and Robert Guttmann, serve as the Debtors' counsel. GETZLER HENRICH & ASSOCIATES, LLC, is the restructuring advisor. OMNI MANAGEMENT GROUP, INC., is the claims and noticing agent. SERVICOM LLC: Committee Hires Green & Sklarz as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of Servicom LLC, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain Green & Sklarz LLC, as counsel to the Committee. The Committee requires Green & Sklarz to: a. give the Committee legal advice with respect to its duties and powers in these bankruptcy cases; b. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of Debtors’ businesses, and the desirability of the continuance of such businesses, and any other matters relevant to the cases on the formulation of a plan of reorganization; c. prepare, on behalf of the Committee, the necessary applications, motions, complaints, answers, orders, reports and other legal papers; d. participate with the Committee in the formulation of a plan of reorganization; e. assist the Committee in requesting the appointment of a trustee or examiner, should such action become necessary; and f. perform such other legal services as may be required in the interest of creditors, including assisting in the sale of the assets of Debtors should such be in the interests of the creditors. Green & Sklarz will be paid at these hourly rates: Jeffrey M. Sklarz, Esq. $425 Lawrence S. Grossman, Esq. $450 Joanna M. Kornafel, Esq. $325 Green & Sklarz will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey M. Sklarz, a partner at Green & Sklarz, 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 Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; 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 Debtors, or for any other reason. Green & Sklarz can be reached at: Jeffrey M. Sklarz, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: (203) 285-8545 Fax: (203) 823-4546 E-mail: jsklarz@gs-lawfirm.com About Servicom LLC ServiCom LLC -- http://www.servicom-llc.com/-- provides a comprehensive suite of call center outsourcing services. It offers inbound calls, outbound calls, internet sales, customer service, customer retention, customer affairs, market research, help desk, lead management, interactive services and fulfillment services. ServiCom's call center locations are in Machesney Park, IL, Milford, CT, and Sydney, NS (Canada). ServiCom was founded by David Jefferson and is headquartered in Warren, New Jersey. ServiCom LLC and its affiliates filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 18-31722) on Oct. 19, 2018. In the petitions signed by David Jefferson, manager, each of the Debtors estimated $10 million to $50 million in assets and liabilities. Zeisler and Zeisler, led by James Berman, serves as the Debtors' counsel. The U.S. Trustee for Region 2 on Nov. 5, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Green & Sklarz LLC, as counsel. SILVERADO STAGES: TCF Does Not Consent Cash Collateral Use ---------------------------------------------------------- TCF Equipment Finance, Inc., gives notice to the U.S. Bankruptcy Court for the District of Arizona that its security interests and liens are perfected against Silverado Stages, Inc.'s interest in the collateral, and that it does not consent to the use or expenditure of the collateral by Silverado or any other party. TCF Equipment Finance demands that Silverado and any other parties be prohibited from using the Collateral, and must segregate and account for all the collateral in its possession, custody or control. TCF Equipment Finance contends that Silverado owns the following vehicles: (a) 2014 Prevost H3-45 Highway Coach, VIN 2PCH33495EC712430, (b) 2014 Setra S417 Motorcoach, VIN WKKA57XH4E3010183, (c) 2014 Setra S417 Motorcoach, VIN WKKA57XH3E3010188, (d) 2017 Prevost X345 Life Equipped, VIN 4RKG33491H9737336, (e) 2017 Prevost X345 Life Equipped, VIN 4RKG33497H9737339, and (f) 2013 Volvo 9700 Highway Coach, VIN 3CET2S223D5159699. TCF Equipment Finance asserts that it holds perfected purchase money security interests in the Vehicles and any proceeds thereof pursuant to certain promissory notes, security agreements and certificates of title. TCF Equipment Finance claims that any proceeds from the Vehicles constitutes TCF's Cash Collateral as defined in 11 U.S.C. Section 363(a). Attorneys for TCF Equipment Finance, Inc. Alan R. Costello, Esq. COSTELLO LAW FIRM 2999 N. 44th Street, Suite 515 Phoenix, Arizona 85018 Phone: (602) 248-4339 E-mail: acostello@costello-law.com About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP as a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-12203, 18-12205, 18-12207, 18-12209, 18-12210, 18-12213, 18-12215 and 18-12218) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor hired Sonoran Capital Advisors, LLC, and appointed the firm's managing director Matthew Foster as chief restructuring officer. SKYLINE RIDGE: $120K Sale of Tucson Property to Athanasiou Approved ------------------------------------------------------------------- Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona authorized Skyline Ridge, LLC's sale of the unimproved lot located at 5172 E Calle Brillante, Tucson, Arizona, sometimes identified as Pima County Tax Parcel No. 109-03-7530, to Stavros Athanasiou or assigns for $120,000. The Stewart Title is authorized to pay from the sale proceeds held in escrow the amounts necessary to pay: (i) the real property taxes due on the property; (ii) the sum necessary to pay off any lien placed by a Homeowners Association where such lien was perfected prior to March 1, 2018; (iii) the real estate commissions; and (iv) any other costs of sale that are normally borne by the Seller. Stewart Title is authorized to pay over to Northern Trust Bank the amount remaining after payment of all items described, and to pay out that sum to Northern Trust Bank in exchange for a release of all lien rights against the Property. About Skyline Ridge Based in Tucson, Arizona, Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The Court appointed Sue Hill as the Debtor's licensed real and estate agent, and Long Realty, as the licensed real estate broker. SKYLINE RIDGE: $320K Sale of Three Pima County Lots to TST Approved ------------------------------------------------------------------- Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona authorized Skyline Ridge, LLC's sale of three unimproved lots located near Sunrise and Skyline, Pima County, Arizona, sometimes identified as Pima County Tax Parcel Nos. 109-11-356B, 109-11-357B, and 109-11-357C, to TST Coronado Development LLC or assigns for $320,000. The Stewart Title is authorized to pay from the sale proceeds held in escrow the amounts necessary to pay: (i) the real property taxes due on the property; (ii) the real estate commissions; and (iii) any other costs of sale that are normally borne by the Seller. It is further authorized to pay over to Northern Trust Co., doing business as Northern Trust Bank, the amount remaining after payment of all items described, and to pay out that sum to Northern Trust Bank in exchange for a release of all lien rights against the Property. About Skyline Ridge Based in Tucson, Arizona, Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The Court appointed Sue Hill as the Debtor's licensed real and estate agent, and Long Realty, as the licensed real estate broker. SKYLINE RIDGE: $860K Sale of Tucson Residence to Moultons Approved ------------------------------------------------------------------ Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona authorized Skyline Ridge, LLC's sale of the residence located at 7431 N Cobblestone Rd., Tucson, Pima County, Arizona, sometimes identified as Pima County Tax Parcel No. 220-25-0610, to Joseph C Moulton and Jennifer Moulton for $860,000. The sale is free and clear of all liens, claims, and interests, with all liens, claims, and interests to attach to the sale proceeds. Title Security is authorized to pay from the sale proceeds held in escrow the amounts necessary to pay: (i) the real property taxes due on the property; (ii) the sum necessary to pay off any lien placed by a Homeowners Association where such lien was perfected prior to March 1, 2018; and (iii) any other costs of sale that are normally borne by the Seller. Title Security is authorized to pay over to Northern Trust Bank the amount remaining after payment of all items described, and to pay out that sum to Northern Trust Bank in exchange for a release of all lien rights against the Property. The Order will not be stayed for 14 days as contemplated by Fed. R. Bnkr. P. 6004(h), but instead will be effective immediately upon entry, and the Debtors, the Moultons, and Title Security are authorized to close the sale immediately upon entry of the Order and the satisfaction of all conditions to closing contemplated in the Purchase Contract. About Skyline Ridge Based in Tucson, Arizona, Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The Court appointed Sue Hill as the Debtor's licensed real and estate agent, and Long Realty, as the licensed real estate broker. SYNIVERSE HOLDINGS: S&P Alters Outlook to Negative & Affirms B ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook on Tampa-based Syniverse Holdings Inc. to negative from stable. At the same time, S&P affirmed the 'B' issuer credit rating. S&P said, "We also affirmed the 'B' issue-level rating on Syniverse's first-lien debt. The recovery rating on the debt remains '4', which indicates our expectation of average (30%-50%; rounded estimate: 45%) recovery of principal and interest in the event of payment default. "In addition, we affirmed the 'CCC+' issue-level ratings on Syniverse's second-lien debt and senior unsecured notes. The recovery ratings remain '6', which indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery of principal and interest in the event of payment default. "The outlook revision reflects our expectation for limited revenue and EBITDA growth over the next year, which could result in leverage remaining elevated at above 7x. Slower adoption of Syniverse's LTE-based services and lower-than-expected growth from strategic products, coupled with ongoing pressures from secular trends and regulatory obstacles in its core roaming and P2P messaging business, are the key drivers of the weaker operating trends. "The negative outlook reflects adjusted leverage that is currently elevated for the rating and that continued weak performance could result in leverage remaining above our 7x threshold for the rating over the next 12 months. "We could lower the ratings if Syniverse's operating performance does not improve and leverage remains above 7x over the next couple of quarters without signs of improvement. This could occur because of lower-than-expected growth in LTE-based mobile transactions and other strategic products, resulting in declining revenue and EBITDA. We could also consider a lower rating if the company's FOCF is pressured because of margin compression. "We could revise the rating outlook to stable if operating performance from strategic services outpaces declines in legacy products, which results in solid revenue growth and margin expansion to the mid- to high-30% range. This improvement would have to correspond with higher levels of FOCF and leverage reduction comfortably below 7x." T CAT ENTERPRISE: November 2018 Cash Collateral Budget Okayed ------------------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a third order authorizing T CAT Enterprise, Inc.'s use of cash collateral through and including November 30, 2018. A further hearing to consider the Cash Collateral Motion and entry of final cash collateral order will be held on Nov. 27, 2018 at 10:30 a.m. The Debtor may use the cash collateral to pay those items delineated in the cash collateral budget with a variance from actual-to-projected weekly disbursements not to exceed 10% on cumulative basis. The approved budget provides total projected expenses of approximately $264,813 for the month of November 2018. Associated Bank, N.A. asserts secured claims against some or all of the Debtor's assets, including Debtor's cash and accounts receivable. Associated Bank and any other secured creditor are granted replacement liens upon and security interests in the Debtor's post-petition cash and accounts receivable in the same priority as Associated Bank's and any other secured creditor's existing prepetition liens (to the extent valid), and in no event to exceed the type, kind, priority and amount, if any, of their security interests which existed on the Petition Date. The Debtor proposes to initially make monthly adequate protection payments to Associated Bank in the amount of $6,000 by November 21, 2018, consisting of principal and interest on the outstanding balance. A copy of the Third Order is available at http://bankrupt.com/misc/ilnb18-22736-50.pdf About T CAT Enterprise T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a family-owned and operated construction company specializing in excavation, railroad clean up, and snow plowing services in the tri-state area. In addition, the Company also offers hauling services, demolition services, and pavers and asphalt repairs. T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018. In the petition signed by James R. Trumbull, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Jack B. Schmetterer presides over the case. Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol, serve as bankruptcy counsel to the Debtor. TIEL TRUST I: Seeks to Hire Kutner Brinen as Attorneys ------------------------------------------------------ Tiel Trust I FBO Paula T. Douglass seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen, P.C., as attorney to the Debtor. Tiel Trust I requires Kutner Brinen to: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until a final decree herein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. § 362; and e. perform all other legal services for the Debtor that may be necessary herein. Kutner Brinen will be paid at these hourly rates: Lee M. Kutner, Esq. $500 Jeffrey S. Brinen, Esq. $430 Jenny M. Fujii, Esq. $340 Keri L. Riley, Esq. $280 Law Clerk $200 Paralegal $75 Prepetition, the Debtor paid Kutner Brinen a retainer in the amount of $27,247. Kutner Brinen will also be reimbursed for reasonable out-of-pocket expenses incurred. Keri L. Riley, a partner at Kutner Brinen, 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. Kutner Brinen can be reached at: Keri L. Riley, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste.1850 Denver, CO 80202 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: klr@kutnerlaw.com About Tiel Trust I FBO Paula T. Douglass Tiel Trust I FBO Paula T. Douglass, based in Aspen, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 18-19697) on Nov. 6, 2018. In the petition signed by Sam Preston Douglass, Jr., trustee, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Thomas B. McNamara presides over the case. Keri L. Riley, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. TIRECO INC: May Use TD Bank Cash Collateral Until Dec. 13 --------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has entered an interim order authorizing Tireco, Inc.'s use of the cash collateral of TD Bank. The authority granted in the Interim Order will continue until December 13, 2018 at 2:00 p.m., at which time the Court has scheduled a continued hearing to further consider the use of cash collateral. Tireco is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by TD Bank. Tireco will remit an interim adequate protection payment of $5,000 to TD Bank, with such payment applied to the judgment entered in favor of TD Bank against the Debtor in the foreclosure matter pending in Seminole County at Case No: 2018-CA-000627. TD Bank will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. Moreover, Tireco will grant TD Bank access to the Debtor's business records and premises for inspection. Tireco will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with TD Bank. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/flmb18-06603-21.pdf About Tireco Inc. Tireco, Inc., which conducts business under the name Formula Tire & Auto Care, is an automotive services provider in Longwood, Florida. It offers name brand tires and wheels and also provides auto repairs and maintenance services. Tireco sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06603) on Oct. 25, 2018. The Debtor first sought bankruptcy protection (Bankr. M.D. Fla. Case No. 15-03459) on April 21, 2015. In the petition signed by Monica S. Jones, vice president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Latham, Shuker, Eden & Beaudine, LLP, serves as Debtor's legal counsel. TRITON AUTOMATION: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Triton Automation Group LLC requests the United States Bankruptcy Court for the Eastern District of Michigan to authorize and approve its use of cash collateral for the payment of its operating expenses as set forth in the Budget. Triton further requests the Court to authorize and approve its use of cash collateral for the payment of any fees and expenses owed to professionals employed by it upon the entry of an order from the Court authorizing the payment of such Professional Expenses including an appropriate carve out. Triton does not concede that any party has a perfected security interest in cash collateral. However, Triton will presume that Eastern Michigan Bank has a perfected interest. Triton financed its operations through a series of term loans with Quicksilver Capital, in the approximate amount of $104,220; two loans with On Deck Capital, in the approximate amount of $320,984; and additional operating capital from Ascentium Capital in the approximate amount of $73,585. Prior to financial trouble, Triton financed its operations through a Small Business Administration loan with Eastern Michigan Bank, the current principal balance is approximately $273,614 secured by all Triton's assets. The Debtor also has a first priority secured obligation related to their supplier Fanuc America with present outstanding balance of $36,210. Triton believes that the potential secured claims total approximately $808,614. Triton believes Eastern Fanuc, On Deck and Ascentium hold a comfortable equity cushion in their respective collateral and the Term Lenders and Quicksilver is partially unsecured. Triton asserts that the existence of an equity cushion in collateral suffices as ample adequate protection to allow a debtor to use cash collateral. The Debtor proposes as additional adequate protection monthly payments of $5,000 to be paid pro rata to Eastern, Fanuc and the Term Lenders. As additional adequate protection, Triton proposes to grant Eastern, Fanuc and the Term Lenders a replacement perfected security interest to the extent that they are each already perfected by prepetition security interests under section 361(2) of the Bankruptcy Code (i) to the extent the cash collateral is used by Triton, and (ii) to the extent and with the same priority in Triton's post-petition collateral, and proceeds thereof, that Eastern, Fanuc and the Term Lenders hold in Debtor's prepetition collateral. The replacement lien will be deemed to be perfected automatically upon entry of the Interim Order. In addition, Triton proposes to provide the Eastern, Fanuc and the Term Lenders with a timely copy of its chapter 11 monthly operating reports, and any other reports reasonably required by Eastern, Fanuc and the Term Lenders. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/mieb18-54684-6.pdf About Triton Automation Group Triton Automation Group LLC -- http://www.triton-automation.com/-- is a robotics engineering firm. Triton offers full preventative maintenance and refurbishment services. The Company operates out of a 14,000 square feet facility in Port Huron, Michigan. Triton was founded in 2012 by Philip Peloso. Triton Automation Group filed its voluntary petition for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 18-54684)on Oct. 30, 2018. In the petition signed by Philip J. Peloso, member, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Kimberly Ross Clayson, Esq., David P. Miller, Esq., and Peter F. Schneider, Esq. of Clayson, Schneider & Miller, P.C., serve as counsel to the Debtor. The Debtor tapped Kenneth S. Gadd of Gadd Business Consultants as its consultant. UMR BUILDING: Seeks to Hire Evans & Mullinix as Attorney -------------------------------------------------------- UMR Building, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Kansas to employ Evans & Mullinix, P.A., as attorney to the Debtors. UMR Building requires Evans & Mullinix to provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceedings. Evans & Mullinix will be paid at these hourly rates: Colin N. Gotham, Esq. $325 Thomas M. Mullinix, Esq. $325 Joanne B. Stutz, Esq. $325 Paralegals $100 Evans & Mullinix will be paid a retainer in the amount of $35,000. Evans & Mullinix will also be reimbursed for reasonable out-of-pocket expenses incurred. Colin N. Gotham, Thomas M. Mullinix, and Joanne B. Stutz, partners of Evans & Mullinix, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Evans & Mullinix can be reached at: Colin N. Gotham, Esq. Thomas M. Mullinix, Esq. Joanne B. Stutz, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 UMR Building, LLC UMR Building, LLC, based in Overland Park, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22304) on Nov. 6, 2018. In the petition signed by David Feingold, member, the Debtor disclosed $1,487,515 in assets and $990,000 in liabilities. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., serves as bankruptcy counsel. UVLRX THERAPEUTICS: Hires Fish IP Law as Special Counsel -------------------------------------------------------- UVLRX Therapeutics, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Fish IP Law LLP, as special counsel to the Debtor. UVLRX Therapeutics requires Fish IP Law to provide legal services and represent the Debtor in relation to patent and trademark prosecution and maintenance, and other patent portfolio development services. Fish IP Law will be paid at these hourly rates: Attorneys $600 Paralegals $200 The Debtor owed Fish IP Law the amount of $21,085 for prepetition expenses. Fish IP Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert D. Fish, a partner at Fish IP Law LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fish IP Law can be reached at: Robert D. Fish, Esq. FISH IP LAW LLP 17304 Preston Road, Suite 800 Dalls, TX 75252 Tel: (469) 363-5808 About UVLRX Therapeutics Based in Oldsmar, Florida, UVLrx Therapeutics is dedicated to evidence-based medicine in the field of light therapy and offers the first known intravenous, concurrent delivery of Ultraviolet-A (UVA), RED and GREEN light wavelengths. UVLrx Therapeutics filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07590) on Sept. 7, 2018. In the petition signed by CEO Michael Harter, the Debtor disclosed $362,644 in assets and $5,179,373 in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor. Fish IP Law LLP, as special counsel. VERNON PARK: Allowed to Use HSB Cash Collateral Until Jan. 9 ------------------------------------------------------------ The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a fifth order authorizing Vernon Park Church of God to use the cash collateral of Happy State Bank for the time period of November 1, 2018 to January 9, 2019. The Debtor's continued use of cash collateral will be set for status hearing on January 8, 2019 at 10:00 a.m. The Debtor may use the cash collateral to pay its monthly expenditures totaling $83,312, which will be limited to those items or categories and amounts for each category as reflected in the Debtor's Interim Budget. The Debtor will have the right to spend an additional 10% of any budget line item. In the event the Debtor needs to make an expenditure that is more than 10% of any budget line item, the Debtor needs to obtain prior written consent of Happy State Bank before making the expenditure. Happy State Bank is granted replacement liens upon the property of the Debtor's estate and all the revenues, profits and avails generated therefrom after commencement of this case that will have the same validity, extent and priority as the liens held by the Happy State Bank on Petition Date. The Debtor will pay to Happy State Bank the amount of $26,000 every calendar month while the Order is in effect as adequate protection. The adequate protection payment will be divided into two equal payments of $13,000 each. Happy State Bank, as Trustee for the bondholders, is authorized to apply, escrow and/or disburse received adequate protection payments in accordance with the terms of the applicable Trust Indenture Agreement. The Debtor will provide to Happy State Bank on each monthly anniversary of the Fifth Order a report as to the Debtor's receipts and disbursements. A full-text copy of the Fifth Order is available at http://bankrupt.com/misc/ilnb17-35316-103.pdf About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. VISTA OUTDOOR: S&P Raises Senior Unsecured Debt Rating to 'B+' -------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Vista Outdoor Inc.'s senior unsecured debt by one notch to 'B+' from 'B' following the pay down of a portion of its senior secured term loan A during the second quarter and subsequent refinancing transaction. In addition, S&P revised the recovery rating on the unsecured debt to '3' from '5', reflecting its expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a payment default. The company repaid $143 million of its senior secured term loan A in the second quarter before subsequently refinancing the remaining $400 million principal balance and its $200 million revolving credit facility with a $450 million asset-based lending (ABL) revolving credit facility due 2023 (unrated), a $109 million ABL term loan due 2023 (unrated), and a $40 million second-lien term loan due 2023 (unrated). While the refinancing transaction was largely leverage neutral, the reduction in the company's overall level of senior secured debt increases the net value available to senior unsecured creditors, improving their recovery prospects. At the same time, S&P withdrew its 'BB' issue-level rating and '1' recovery rating on Vista's senior secured facilities, including the $200 million revolver and $400 million (outstanding) term loan A, because they were completely repaid during the refinancing. The funds for the $143 million debt repayment were generated from the sale of the company's eyewear business in the second quarter, which is part of management's strategic transformation plan to right size the business. Despite the debt repayment, the company's leverage remains high at 6.6x for the 12 months ended Sept. 30, 2018, because its performance has been weak. However, S&P's developing outlook reflects that the company could deleverage below 5x by March 31, 2019, if it is successful with its other proposed asset sales and applies net proceeds to debt repayment, along with achieving a modest recovery in operating performance. S&P expects the company to pursue the divestment of its Savage Firearms business over the next several quarters and anticipate improvement in operating performance in the back half of fiscal year 2019. Therefore, the 'B+' issuer credit rating is unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors The new debt capital structure consists of: -- A $450 million ABL revolver due 2023 (unrated); -- A $109 million ABL term loan due 2023 (unrated); -- A $40 million second-lien term loan due 2023 (unrated); and -- $350 million 5.875% senior unsecured notes due 2023. Vista Outdoor Inc. is a Delaware corporation and substantially all of its assets and operations are located in the U.S. In the event of a payment default, S&P believes that the company would choose to file for bankruptcy protection under the administration of the U.S. bankruptcy court system while its foreign entities, if any, remain out of any insolvency proceedings with respect to their local jurisdictions. S&P said, "We believe creditors would receive the greatest recovery in a payment default scenario if the company reorganized instead of being liquidated because of its scale, its leading market positions in its product categories--especially ammunition--and its strong brand portfolio. Therefore, in evaluating the recovery prospects for debtholders, we assume the company continues as a going concern and arrive at our emergence enterprise value by applying a multiple to our assumed emergence EBITDA." Simulated default assumptions S&P's simulated default scenario assumes a payment default occurring in 2022 caused by a further deterioration in ammunition sales due to heightened regulations or political factors or a material deterioration in the company's operating performance because of a very weak economy and lower discretionary spending. A combination of these factors could result in lower revenue and cash flow. Eventually, the company's liquidity and capital resources would become strained to the point where it cannot continue to operate without an equity infusion or bankruptcy filing. Calculation of EBITDA at emergence: -- Debt service: $46.9 million (default year interest plus amortization) -- Capital expenditures: $23.1 million -- Default EBITDA proxy: $69.9 million -- Cyclicality adjustment: $4 million (5% of default EBITDA proxy for durables) -- Preliminary emergence EBITDA: $73.4 million -- Operational adjustment: $33 million (45%) -- Emergence EBITDA: $106.4 million S&P said, "Our emergence-level EBITDA of $106.4 million takes into consideration a 45% operational adjustment (to reflect some rebound in the ammunition market and cost-cutting efforts that improve margins) on top of the default-level EBITDA. We estimate a gross valuation of $638 million, assuming a 6x EBITDA multiple. This is within the range of multiples we use for some of the company's peers." Simplified waterfall -- Emergence EBITDA: $106 million -- Multiple: 6x -- Gross recovery value: $638 million -- Net recovery value for waterfall after admin. expenses (5%): $606 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated priority claims: $276.1 million --Recovery expectations: Not applicable -- Estimated ABL term loan claims: $67.4 million --Recovery expectations: Not applicable -- Estimated second-lien claims: $42.3 million --Recovery expectations: Not applicable -- Estimated senior unsecured claims: $366.2 million -- Value available for unsecured claims: $220.9 million --Recovery expectations: 50%-70% (rounded estimate: 60%) RATINGS LIST Vista Outdoor Inc. Issuer Credit Rating B+/Developing/-- Issue Rating Raised; Recovery Rating Revised To From Vista Outdoor Inc. Senior Unsecured B+ B Recovery Rating 3(60%) 5(20%) Ratings Withdrawn Vista Outdoor Inc. Senior Secured NR BB Recovery Rating NR 1(95%) WALHOF PROPERTIES: $2.7M Sale of Humble Property Approved --------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida authorized Walhof Properties, LLC's private sale of approximately 5.54 acres of unimproved commercial property in Humble, Texas, which is located near the George Bush Intercontinental Airport in Houston, Texas, to DZMI Trustee for $2,718,000. A hearing on the Motion was held on Nov. 7, 2018 at 9:30 a.m. The sale is free and clear of all liens, claims, encumbrances, whether arising prior to or subsequent to the Petition Date. Any liens, claims, and encumbrances which are not paid at closing will attach to the proceeds of sale. The Motion to Assume is denied as moot. At closing the title company will pay all necessary closing costs, mortgages, liens and pro-rated taxes, specifically including any undisputed amount of the mortgage debt to Austerra Stable Growth Fund, LP (Stallion Funding, Servicing Agent) as provided per the payoff statement provided by Stallion Funding at the time of closing. Upon the closing of the sale, after deduction of closing costs, mortgages, liens and other expenses, the net proceeds will be paid to the Debtor to be deposited in the Debtor's DIP account to fund the Debtor's Chapter 11 Plan. No payment will be made from the DIP account without further order of the Court, including the confirmation order. Should any dispute arise over the amount or validity of a particular lien asserted against the property, the Court retains jurisdiction to adjudicate such disputes. There being no just reason for delay, the Order will be immediately effective and executory upon entry on the docket in the case, and the 14-day stay provided by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived by the Order, so as to allow the Debtor to proceed immediately to effectuate the closing contemplated by the order. About Walhof Properties Walhof Properties, LLC filed as a Florida Limited Liability in the State of Florida on Jan. 26, 2018. Walhof & Co. Mergers and Acquisitions, LLC, owns 99% stake in the company. Walhof Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-05531) on July 2, 2018. In the petition signed by Christiaan Walhof, its managing member, the Debtor disclosed between $1 million to $10 million in assets and between $1 million and $10 million in liabilities. Judge Michael G. Williamson presides over the case. Benjamin G. Martin, Esq., at Law Offices of Benjamin Martin, serves as the Debtors' counsel. WJA ASSET: Hires Diamond McCarthy as Special Counsel ---------------------------------------------------- WJA Asset Management LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Diamond McCarthy LLP as special counsel to the Debtors. The Debtors own the property located in Baytown, Texas (the "Property"), which is subject to certain charges by the City of Baytown (the "City") in connection with the demolition of the improvements on the Property that occurred prepetition. The Debtors had filed litigation against the City prepetition, which remains stayed and pending at this time (the "City Litigation"). The Debtors require the assistance of counsel in Texas to assist with the City Litigation and discussions with the City regarding a possible resolution of the issues in the City Litigation. Counsel will provide assistance in Texas on matters relating to the Property and Texas law and will assist with the most cost-effective and beneficial means of liquidating the Property. Diamond McCarthy will be paid at these hourly rates: Partners $450 to $750 Associates $325 to $340 Legal Assistants $145 to $220 Diamond McCarthy will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathy Bazoian Phelps, a partner at Diamond McCarthy, 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. Diamond McCarthy can be reached at: Kathy Bazoian Phelps, Esq. DIAMOND MCCARTHY LLP 1999 Avenue of the Stars, Suite 1100 Los Angeles, CA 90067-4402 Tel: (310) 651-2997 E-mail: kphelps@diamondmccarthy.com About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing Funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. XG SECURITY: Unsecureds to Receive 5.5% at 2% Interest in New Plan ------------------------------------------------------------------ XG Security Services, LLC, filed a combined plan and disclosure statement dated Nov. 9, 2018. The plan of reorganization provides for the continued operation of XG Security under the existing management. XG Security proposes to make monthly plan payments of $2,631.27 for a period of ten years to Capital Stack and $1,000 monthly to unsecured creditors for a period of six years. Class 4 unsecured claims will be paid a total amount of $60,000 in monthly payments on a pro-rata basis, beginning in the first month of the plan and continuing until the 60th month of the plan. Class 4 claims will each receive 5.5% of the present value of Class 4 claims with interest at the rate of 2%. Debtor may prepay any Class 4 claimant its pro-rata distribution in full or in part at any time during the 60 month payment period. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/mieb18-42748-104.pdf About XG Security Services XG Security Services, LLC, is a motor carrier located in Taylor, Michigan. XG Security Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-42748) on March 1, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Maria L. Oxholm presides over the case. YWFM LLC: Colonial Funding Prohibits Further Cash Collateral Use ---------------------------------------------------------------- Colonial Funding Network, Inc., as servicer for Arca Funding, LLC, asks the U.S. Bankruptcy Court for the Northern District of Florida to prohibit YWFM, LLC d/b/a Brian's Tire and Service's use or continued collection of cash collateral, which became the collateral of Colonial Funding prior to the filing of Debtor's bankruptcy case and the Debtor's use of non-estate property to the extent the Debtor has failed to provide Colonial Funding with adequate protection and for the reasons listed herein. Colonial Funding asserts a security interest in the Debtor's cash, deposit accounts, and accounts receivable was perfected before any of the Debtor's other secured creditors. Colonial Funding's security interest also has first priority in all other personal property of the Debtor. Accordingly, Colonial Funding bears the risk of loss with respect to the Debtor's use of its Cash Collateral and with respect to the diminution of the value of the Debtor's other property. Prior to Petition Date, the Debtor and Colonial Funding entered into a Merchant Cash Advance Agreement, Security Agreement and Guaranty (the MCAA). Under the MCAA, Colonial Funding purchased the Debtor's business receivables in the amount of $205,900 in exchange for the purchase price of $145,000. As of the Petition Date, the Debtor's obligations to Colonial Funding under the MCAA are secured by all of the personal property of the Debtor. Pursuant to the MCAA, the Debtor agreed to remit to Colonial Funding 23% of the settlement amounts due from each card issuer in connection with the Receipts until the Receipts Purchased Amount was paid in full. Colonial Funding claims that certain amounts are currently due and owing in the approximate total amount of $114,429. Colonial Funding contends that the Debtor has not sought the Court's permission to use the Purchased Receivables or Colonial Funding's Cash Collateral. Colonial Funding's claim is listed the Debtor's schedules as covering all assets pursuant to a UCC filing, and the Debtor also represented in Schedule D that no creditors have interests in the same property which serves as Colonial Funding's Collateral. Colonial Funding relates that pursuant to Debtor's Notice of Adequate Protection Payments, the Debtor has made one adequate protection payment of $1,500 to Colonial Funding and apparently intends to make monthly payments in this amount to Colonial Funding. Colonial Funding claims the $1,500 payment is insufficient to provide adequate protection to Colonial Funding in light of the amount of its claim and its first-position security interest in the Cash Collateral because this amount relates solely to Colonial Funding's security interest in the tangible equipment and other personal property of the Debtor. Additionally, Colonial Funding requires non-monetary adequate protection measures to ensure the security of, and Colonial Funding's rights in, its collateral. Colonial Funding disputes Debtor's assertion that Colonial Funding has no cash collateral other than $5,069.89, which is the amount of funds in the Debtor's three bank accounts at the Petition Date. Colonial Funding, accordingly, objects to the Debtor's use of cash, whether derived from Purchased Receivables, deposit accounts, or otherwise because no adequate protection has been offered to protect Colonial Funding's interests therein. Colonial Funding requests adequate protection for the use of its Cash Collateral and a perfected postpetition lien against the cash collateral to the extent and with the same validity and priority as the prepetition lien. Additionally, Colonial Funding explains that the MCAA clearly states that it is an agreement for the purchase and sale of receivables, and not a loan. In executing the MCAA, the Debtor transferred all right, title and interest in all of the Purchased Receivables to Colonial Funding until the full amount of the Receipts Purchased Amount was remitted. In other words, the Debtor has no interest in the Purchased Receivables, having previously sold the Purchased Receivables to Colonial Funding, and thus the bankruptcy estate similarly has no interest in the Purchased Receivables. Since the Debtor has no interest in the Purchased Receivables, Colonial Funding asserts that the Debtor may not utilize the Purchased Receivables or their proceeds for the benefit of its estate. The Purchased Receivables that the Debtor is currently collecting do not constitute cash collateral which the Debtor may utilize. Rather, those funds are the property of Colonial Funding which the Debtor has improperly converted. Accordingly, the Debtor is obligated to turn over the Purchased Receivables to Colonial Funding since the Purchased Receivables are not property of the estate. In the alternative, should the Court allow the Debtor's use of the Purchased Receivables, the Court should order that the Debtor provide Colonial Funding with sufficient protections and assurances. Specifically, the Court's order should require that: (a) The Debtor must maintain its cash collateral in the same level that existed prepetition and not allow cash collateral to diminish. (b) The Debtor operate strictly in accordance with a budget and spend cash collateral not to exceed 5% above the amount shown in the budget. The Debtor should provide Colonial Funding with monthly reports which reflect its actual receipts and expenditures for the prior month. The Court should not authorize the disposition of any prepetition Collateral outside the ordinary course of business without the prior written consent of Colonial Funding. (c) The Debtor must make monthly adequate protection payments -- in addition to the $1,500 payments related to the tangible equipment -- to Colonial Funding in an amount sufficient to protect Colonial Funding's interest during the time Debtor is permitted to use Colonial Funding's Cash Collateral. (d) As additional adequate protection, the Debtor must provide Colonial Funding a valid, perfected lien upon, and security interest in, to the extent and in the order of priority of any valid lien prepetition, all cash or other proceeds generated postpetition by Debtor's prepetition property, and by the use of Colonial Funding's Collateral, and without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. Colonial Funding's liens against the Cash Collateral will extend to any account holding such cash collateral, regardless of whether Colonial Funding has control over such account, and encumbers any cash collateral held in debtor-in-possession accounts required by applicable law. Additionally, Colonial Funding must be entitled to an administrative expense claim pursuant to 11 U.S.C. Section 507(b) to the extent the above adequate protection proves insufficient and/or does not offset any diminution of value in the Cash Collateral. (e) The Debtor must maintain insurance coverage for the Purchased Receivables and all other Collateral securing Colonial Funding's interests and name Colonial Funding as loss payee and certificate holder to such policy. The Debtor must provide proof of insurance upon request. (f) Upon reasonable notice, the Debtor must grant Colonial Funding access to Debtor's business records and premises for inspection. (g) The Debtor must timely perform all obligations of a debtor-in-possession required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and orders of this Court. (h) Unless waived by Colonial Funding in writing, the Debtor must immediately cease using Colonial Funding's property upon the occurrence of one of the following events: (i) if a trustee is appointed in this Chapter 11 case; (ii) if the Debtor breaches any term or condition of an order on this Motion or the MCAA, other than defaults existing as of the Petition Date; (iii) if the case is converted to a case under Chapter 7 of the Bankruptcy Code; or (iv) if the case is dismissed. (i) The Debtor must promptly provide to Colonial Funding such additional or other financial information as Colonial Funding may from time to time reasonably request. (j) The Debtor must waive any claim under 11 U.S.C. § 506 and Colonial Funding must not be subject to the equitable doctrine of marshaling. Attorneys for Colonial Funding Source, Inc: Stephanie E. Ambs, Esq. CARLTON FIELDS CNL Tower, 450 South Orange Avenue Suite 500 Orlando, FL 32801-3370 Phone: 407-849-0300 E-mail: sambs@carltonfields.com About YWFM, LLC d/b/a Brian's Tire and Service YWFM LLC, d/b/a Brian's Tire and Service, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 18-40469) on Aug. 31, 2018. In the petition signed by its sole member, Brian Lombardino, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. The Debtor is represented by Byron Wright III, Esq., at Bruner Wright, P.A. The Debtor tapped Dyer & Smith, LLC, as accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Tomoe Michino Bankr. C.D. Cal. Case No. 18-11885 Chapter 11 Petition filed November 9, 2018 represented by: Leslie A. Cohen, Esq. LESLIE COHEN LAW PC E-mail: leslie@lesliecohenlaw.com In re Econo Car Rentals, Inc. Bankr. M.D. Fla. Case No. 18-09676 Chapter 11 Petition filed November 9, 2018 See http://bankrupt.com/misc/flmb18-09676.pdf represented by: Sheila D Norman, Esq. LAW OFFICES OF NORMAN AND BULLINGTON E-mail: sheila@normanandbullington.com In re R B Smith Bankr. N.D. Ill. Case No. 18-31666 Chapter 11 Petition filed November 9, 2018 Filed Pro Se In re United Construction Engineering, Inc. Bankr. S.D. Fla. Case No. 18-24015 Chapter 11 Petition filed November 9, 2018 See http://bankrupt.com/misc/flsb18-24015.pdf represented by: Richard R. Robles,, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. E-mail: rrobles@roblespa.com In re Frank Helmka and Teresa Helmka Bankr. D.N.J. Case No. 18-32272 Chapter 11 Petition filed November 9, 2018 represented by: Melinda D. Middlebrooks, Esq. MIDDLEBROOKS SHAPIRO, P.C. E-mail: middlebrooks@middlebrooksshapiro.com In re Ekaterina Alkvist Bankr. E.D.N.Y. Case No. 18-46552 Chapter 11 Petition filed November 9, 2018 represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Nashville Smiles, PLLC Bankr. M.D. Tenn. Case No. 18-07563 Chapter 11 Petition filed November 9, 2018 See http://bankrupt.com/misc/tnmb18-07563.pdf represented by: Joseph P. Rusnak, Esq. TUNE ENTREKIN & WHITE PC E-mail: JRUSNAK@TEWLAWFIRM.com In re ABC Dispatchers, LLC Bankr. S.D. Tex. Case No. 18-80344 Chapter 11 Petition filed November 9, 2018 Filed Pro Se In re Pamela Rae Hudson Bankr. N.D. Cal. Case No. 18-10785 Chapter 11 Petition filed November 10, 2018 represented by: David N. Chandler, Jr., Esq. LAW OFFICES OF DAVID N. CHANDLER E-mail: dchandler1747@yahoo.com In re Kingdom Fellowship Christian Life Center Incorporated Bankr. W.D. Ky. Case No. 18-33459 Chapter 11 Petition filed November 12, 2018 See http://bankrupt.com/misc/kywb18-33459.pdf represented by: Marque G. Carey, Esq. SMITH & CAREY, PLLC E-mail: marquecarey@aol.com In re Donald Keith Carroll Bankr. N.D. Okla. Case No. 18-12268 Chapter 11 Petition filed November 12, 2018 represented by: Karen Carden Walsh, Esq. RIGGS, ABNEY, ET AL E-mail: kwalshattorney@riggsabney.com In re Charles L. Duff Bankr. C.D. Cal. Case No. 18-11889 Chapter 11 Petition filed November 12, 2018 represented by: Robert D Bass, Esq. GREENBERG & BASS LLP E-mail: rbass@greenbass.com In re Arcade Old Sac LLC Bankr. E.D. Cal. Case No. 18-27136 Chapter 11 Petition filed November 13, 2018 Filed Pro Se In re Donna Jean McClure Bankr. S.D. Ind. Case No. 18-08625 Chapter 11 Petition filed November 13, 2018 represented by: Thomas B. O'Farrell, Esq. MCCLURE O'FARRELL E-mail: ecf@mcclureofarrell.net In re Kero Taxi, Corp. Bankr. E.D.N.Y. Case No. 18-46573 Chapter 11 Petition filed November 13, 2018 See http://bankrupt.com/misc/nyeb18-46573.pdf represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re 792 Restaurant Food Corp Bankr. S.D.N.Y. Case No. 18-13512 Chapter 11 Petition filed November 13, 2018 See http://bankrupt.com/misc/nysb18-13512.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re SMYSO, INC Bankr. D.P.R. Case No. 18-06639 Chapter 11 Petition filed November 13, 2018 See http://bankrupt.com/misc/prb18-06639.pdf represented by: Ignacio Melendez Gonzalez, Esq. E-mail: lcdo.melendez@gmail.com In re Pragati Vaidya Bankr. S.D. Tex. Case No. 18-36401 Chapter 11 Petition filed November 13, 2018 Filed Pro Se ********* 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. 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