/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181126.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 26, 2018, Vol. 22, No. 329 Headlines 119 THAMES: May Use Up to $5,000 in Cash Collateral Until Nov. 30 18 AUDUBON PLACE: Trustee Selling New Orleans Property at Auction AC I NEPTUNE: Taps Newmark Knight as Real Estate Broker ACTIVECARE INC: Delays Plan Filing as Negotiations Continue ADVANCE LAWN: Strategic Prohibits Use of Cash Collateral AEGEAN MARINE: Gets Interim Access to Financing From Mercuria AEGEAN MARINE: Has $681M Stalking Horse Bid From Mercuria AMERICAN GAMING: Dec. 21 Plan Confirmation Hearing AMERIQUEST SECURITY: May Use IRS Cash Collateral on Final Basis AMPLIFY ENERGY: Ruling Against Previous Owners Upheld ATD CORP: Nickolas Buying Hercules' Findlay Mixing Center for $14M AYTU BIOSCIENCE: Positive Interim Results from Natesto Study BAR 13 INC: Taps Gabriel Del Virginia as Legal Counsel BAY CIRCLE: Bankr. Court Dismisses Nilhan Suit vs Westplan, Accent BG BIG BOAT: Seeks Authority to Use IberiaBank Cash Collateral BLACK BOX: Extends Maturity of LIFO Facility Until January 2019 BRIGHT MOUNTAIN: Incurs $870,300 Net Loss in Third Quarter BROOKC LLC: Unsecureds to Get $998 Per Month for 5 Years CADIZ INC: Stockholders Elected 11 Directors CARE ONE HOME: Seeks to Hire Dinnall Fyne as Accountant CAREVIEW COMMUNICATIONS: Inks 7th Modification Agreement Amendment CARTHAGE SPECIALTY: Exclusive Plan Filing Period Moved to Feb. 23 CONSTANT VELOCITY: Gets Final Approval on Cash Collateral Use CRYSTAL CATHEDRAL: Respondents Did Not Violate Discharge Injunction CS360 TOWERS: Unsecureds' Recovery Unknown Under Plan CURAE HEALTH: Progressive Buying Panola Hospital for $2.5 Million CYPRESS URGENT: Seeks Approval of Chapter 11 Plan Outline D&J FITNESS: Taps Richards Mitchell as Accountant DALLAS BARBECUE: Allowed to Use Cash Collateral on Interim Basis DEMERX INC: Seeks to Hire CoSud as IP Counsel DESERT LAND: Juniper Objects to Disclosure Statement DESERT LAND: Sher Creditors Object to Disclosure Statement DIEBOLD NIXDORF: Egan-Jones Lowers Senior Unsecured Ratings to B- DIFFUSION PHARMACEUTICALS: Has $11 Million in Cash on Hand DOUGLAS E. PEERY: Debt Owed to Ex-Wife Nondischargeable, Ct. Rules DTV INC: Taps Buckley King as New Legal Counsel DURO DYNE: March 6 Plan Confirmation Hearing EAT FIT GO HEALTHY: Seeks 90-Day Plan Exclusivity Extension EGALET CORP: Reports Financial Results for Third Quarter 2018 EMBA TRANSPORTATION: Case Summary & 11 Unsecured Creditors EMC HOTELS: Has Final Authority to Use Hapoalim Cash Collateral EXCELETECH COATING: Dec. 19 Plan, Disclosure Statement Hearing FAIRGROUNDS PROPERTIES: Aurelio Gutierrez Buying Lot 37 for $95K FAIRGROUNDS PROPERTIES: Doug Watkins Buying Lot 35 for $130K FAIRMONT PARTNERS: Sets Bidding Procedures for All Assets FAYETTE MEMORIAL: Taps Fultz Maddox as Legal Counsel FENDER MUSICAL: S&P Lowers ICR to 'B', Outlook Stable FIRELANDS GROUP: Committee Taps Akerman as Legal Counsel FIRESTAR DIAMOND: Trustee Sets Procedures for All Remaining Assets FIRSTENERGY SOLUTIONS: Taps Honigman as Counsel for FG Manager FLORIDA PAVEMENT: Seeks Feb. 18 Plan Exclusivity Period Extension FORASTERO INC: Frutafino Buying Coral Gablees Property for $6.4M GASTAR EXPLORATION: Plan Confirmation Hearing Set for Dec. 20 GESTION MAISON: Commences Restructuring Proceedings Under CCAA GIBSON BRANDS: Emerges From Bankruptcy, Plan Declared Effective GLOBAL HEALTHCARE: Incurs $418,000 Net Loss in Third Quarter GRATE ENTERPRISES: Case Summary & 7 Unsecured Creditors GREAT SILK ROAD: Taps Bielli & Klauder as Legal Counsel GREENLIGHT ORGANIC: Needs Additional Time to Liquidate CIT Claims GREENTECH AUTOMOTIVE: Sets Amended Bidding Procedures for Assets GREGORY TE VELDE: Trustee Selling Offsite California Livestock Herd HANGING HOOK: Performance During Pendency of Bankruptcy Disclosed HOG SNAPPERS: Has Until December 26 to Exclusively File Plan JAGUAR HEALTH: Incurs $6.13 Million Net Loss in Third Quarter JAMES THOMAS: Proposes a $290K Sale of Hailey Property JARRETT HOUSE: Proposes a $925K Sale of Sylva Property JBECKS PROPERTIES: Seeks to Continue Cash Collateral Use JENESS UNIFORM: Jan. 23 Plan Confirmation Hearing JESS ARNDELL: Trustee Selling Truckee Property to Archer for $350K JHL INDUSTRIAL: Court Confirms 4th Amended Chapter 11 Plan JOHN HOCK: RCEM Investments Buying Delray Beach Property for $180K JP MORGAN 2018-LTV1: DBRS Gives Prov. B Rating on Class B-5 Certs K.D. DIDS: Taps Windels Marx as Legal Counsel KCST USA: Court Dissolves Preliminary Injunction Against Axia KELLER OUTDOOR: Court Conditionally Approves Disclosure Statement LAURITSEN FIREWOOD: Court Confirms Chapter 11 Plan LE-MAR HOLDINGS: Files Supplement to Bidding Procedures for Assets LEGAL COVERAGE: Trustee Selling Business Assets to HELP for $20K LIFE SETTLEMENTS: Plan Exclusivity Period Extended Until Jan. 28 LITTLE RIVER HEALTHCARE: Needs More Time to Continue Plan Talks LONG-DEI LIU: Disbursing Agent Selling Orange Property for $760K MARWA ENTERPRISES: Taps Rehan N. Khawaja as Legal Counsel MATTRESS FIRM: Taps Crowe LLP as Tax Consultant MATTRESS FIRM: Taps Deloitte & Touche as Auditor MHT 1220: Has $680K- and $650K-Offer for Houston Property MLW LLC: Seeks February 12 Exclusive Plan Filing Period Extension MOHAMMED RAJPOOT: Masti Buying Bammel Convenience Store for $133K MONITRONICS INTERNATIONAL: Extends Early Tender Deadline to Dec. 10 NATIONAL AUTO: Case Summary & 20 Largest Unsecured Creditors NEOVASC INC: Incurs US$13.25 Million Net Loss in Third Quarter NEOVASC INC: Neil Gagnon Lowers Equity Stake to 3.9% as of Nov. 14 NEOVASC INC: Provides Third Quarter 2018 Business Update NEW BERN: WSI Summary Judgment Bid on WCC Indemnity Claim Allowed NICHOLS BROTHER: SB Energy Buying WO Oil/Gas Assets for $1 Million NMSOOH INC: Needs More Time to Continue to Negotiate with Creditors NOON MEDITERRANEAN: NAYA Express V Buying Philly Location for $50K NORDAM GROUP: Needs Additional Time to Secure Exit Financing NORTHERN POWER: Wolf & Company Replaced RSM as Auditor NORVIEW BUILDERS: Dec. 18 Hearing on Disclosure Statement NSC WHOLESALE: Selling Personal Property and Related Assets OKLAHOMA PROCURE: Nov. 28 Meeting Set to Form Creditors' Panel OMEROS CORP: Issues $210 Million Convertible Senior Notes Due 2023 OUTFRONT MEDIA: S&P Affirms 'BB-' ICR, Outlook Stable OUTPUT SERVICES: Moody's Cuts CFR to B3 & Puts Rating on Review OWENS & MINOR: Egan-Jones Lowers Senior Unsecured Ratings to BB- PACIFIC DRILLING: S&P Assigns 'CCC+' ICR Amid Bankr. Emergence PARADIGM DEVELOPMENT: Taps Lee Staples as Real Estate Broker PENNANTPARK INVESTMENT: S&P Withdraws 'BB+' Issuer Credit Rating PGHC HOLDINGS: Wants to Incur $13.8-Mil Loan, Use Cash Collateral PLAYHUT INC: Allowed to Use Preferred Bank Cash Collateral POINTCLEAR SOLUTIONS: Seeks Authority to Use Cash Collateral PONCE REAL: Voluntary Chapter 11 Case Summary POPI TRADING: Selling Machine & Truck via MYC Online Auction PROMISE HEALTHCARE: Selling Silver Lake Debtors' Assets for $84M PROTEROS LLC: Voluntary Chapter 11 Case Summary PYRGOS TAXI: John Giovanis Buying Two NYC Taxi Medallions for $350K QDOS INC: Court Dismisses Creditors' Ch. 11 Involuntary Petition RAMBUS INC: Egan-Jones Lowers Sr. Unsec. Ratings to BB- RENATO'S GRILL: Seeks January 18 Plan Exclusivity Period Extension REPUBLIC METALS: Seeks Authorization to Use Cash Collateral RICHARD BLAKE: Oscar Zendejas Buying Hixson Property for $77K ROY MCGEE: Farmer Buying Caterpillar Tree Cutter for $15K SAGI RESTAURANT: Taps Morrison Tenenbaum as Legal Counsel SEARS HOLDINGS: Gets Approval to Hire M-III Advisory, Appoint CRO SHEPPARD AND SON: Voluntary Chapter 11 Case Summary SILVER SCREEN: Seeks Authorization to Use SSS Cash Collateral SJKWD LLC: Exclusive Plan Filing Period Extended Through Jan. 10 SKYTEC INC: Taps Luis R. Carrasquillo as Financial Consultant SNAP LINE: Court Junks Bid for Turnover of Estate Property SPANISH ISLES: Creditor Trustee Taps GlassRatner as Accountant SPRINGFIELD LAND: Taps Christopher S. Moffitt as Legal Counsel STRAUSS COMPANY: Proposes an Auction Sale of All Personal Property STRAUSS COMPANY: Seeks April 30 Plan Exclusivity Period Extension SUPERIOR INVESTMENT: Judge Signs Agreed Cash Collateral Order SUSAN VOGEL: Barton Buying Fort Washington Property for $219K T.C. RENFROW: To Pay Amegy Bank Over 3 Years Under 3rd Amended Plan TAYLOR BEAN: Court Grants Partial Summary Judgment in Favor of ADP THAMES VIEW: Judge Signs Third Interim Cash Collateral Order TITUS INDUSTRIAL: Seeks Authorization to Use IRS Cash Collateral TOYS 'R' US: Taps Sills Cummis as Special Counsel, Escrow Agent TRACY JOHN CLEMEN: Trustee Proposes to Auction Agricultural Land TRITON AUTOMATION: May Use Cash Collateral on Interim Basis US FINANCIAL: Patrun Buying Odenton Condo Unit 2C for $40K VERONYKA'S COLOR: Taps Villa & White as Legal Counsel WALHOF PROPERTIES: Taps Kenneth Fenelon as Special Counsel WALL STREET THEATER: Has Until December 14 to Exclusively File Plan WARRIACH INC: Taps Eric A. Liepins as Legal Counsel WDH CONTRACTOR: Jan. 16 Plan Confirmation Hearing WHISTLER ENERGY: Tetra Directed to Return $595K to Trustee WOODBRIDGE GROUP: Exclusive Plan Filing Period Moved to January 28 WRANGLER BUYER: Moody's Withdraws B2 CFR Amid GFL Deal XG SECURITY: Plan and Disclosures Hearing Set for Dec. 20 ZDC MANAGEMENT: Taps Eric A. Liepins as Legal Counsel [*] AlixPartners' Basler Named IWIRC Executive Board Chair [*] Edward Lee Morris Appointed as Fort Worth Bankruptcy Judge [*] JND Legal Announces Relocation of Seattle Headquarters [*] Sosnick Releases Financially Distressed Companies Answer Book [*] Weil Gotshal Elects 11 New Partners and 10 New Counsel ********* 119 THAMES: May Use Up to $5,000 in Cash Collateral Until Nov. 30 ----------------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court of the District of Connecticut has entered a third interim order authorizing 119 Thames LLC to use cash generated from its rental payments from its properties so as to continue to pay ordinary course business expenses. The Debtor is authorized to use up to but not in excess of $5,000 until November 30, 2018 for those expenses and other items contemplated by the Third Interim Order and as specifically identified in the budget. The Debtor, however, will not make any payment on any loans from insiders or officers. RCN Capital, LLC asserts security interest in the Debtor's real properties in Groton and Gales Ferry, Connecticut and the associated cash collateral. RCN Capital, LLC is granted replacement liens in all after-acquired property of the Debtor from the property, and that said liens will be of equal extent and priority to that which RCN Capital, LLC enjoyed with regard to the said property at the time the Debtor filed its Chapter 11 petition. A hearing on the continued use of cash collateral will be held on December 6, 2018 at 3:00 p.m. A full-text copy of the Third Interim Order is available at: http://bankrupt.com/misc/ctb18-21359-54.pdf About 119 Thames LLC 119 Thames LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 18-21359) on Aug. 19, 2018. In the petition signed by Erik Matilla, managing member, the Debtor disclosed $2,550,500 in assets and $720,413 in liabilities. Judge James J. Tancredi presides over the case. Attorney Joseph J. D'Agostino, Jr., LLC, serves as its legal counsel. 18 AUDUBON PLACE: Trustee Selling New Orleans Property at Auction ----------------------------------------------------------------- David V. Adler, the Chapter 11 Trustee of 18 Audubon Place, LLC, asks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to (i) auction the real property located at 18 Audubon Place, New Orleans, Lousiana free and clear of all liens and encumbrances; (ii) compromise certain issues with SBN V FNBC, LLC, successor in interest to First NBC Bank; (iii) employ Sperry Van Ness/Gilmore Auction & Realty Co. as auctioneer for the Estate, and (iv) reject executory contract. The Debtor owns that the Property. The Property is subject to numerous encumbrances: (i) a multiple indebtedness mortgage in the face amount of $3.2 million in favor of SBN V FNBC, LLC, successor in interest to First NBC Bank, dated May 31, 2012; (ii) a mortgage in the face amount of $139,574 in favor of Trinity Episcopal School dated Oct. 31, 2016; (iii) a claim of privilege by Audubon Place Commission in the face value of $11,100, dated July 3, 2017; and (iv) the July 23, 2018 attempted lease of the Property to Richard Goldenberg, the Debtor's principal, for $25,000 per month, recorded as instrument no. 2018-29548, conveyance instrument no. 642617. The Property has also been sold at tax sale to Forstall Follies LLC ("FFLLC"). The Trustee has reached an agreement with SBN, Trinity and Gilmore, whereby: (a) The SBN claim is allowed under Section 506 and its related mortgage is recognized as first and prior against the Property. (b) The Trinity claim is allowed under Section 506 and its related mortgage is recognized against the Property. (c) The Estate will employ Gilmore to auction the Property; (d) SBN agrees to grant the Estate a carve-out for (i) all present and past outstanding property taxes, (ii) all other reasonable seller's costs of closing, (iii) all actual and necessary costs required to preserve the Property through a sale closing, including without limitation utility service and insurance coverage, and (iv) the greater of (y) 3% or (z) $150,000, of the gross sale price, and to pay the SBN Carveout in cash should it choose to credit bid the SBN Mortgage. (e) Trinity agrees to grant the Estate a carve-out for 3% of the Trinity Mortgage from all proceeds from the sale over and above the SBN Mortgage attributable to the Trinity Mortgage, and to pay the Trinity Carveout in cash should it choose to credit bid the Trinity Mortgage. (f) The SBN and Trinity Carveouts are only payable in connection with a sale pursuant to the Motion and is in lieu of any and all estate claims of any kind against SBN and Trinity, including without limitation claims to surcharge SBN or Trinity or their collateral under Section 506(c) or otherwise, which claims are released and discharged upon payment of the SBN and Trinity Carveout. (g) The Estate and Gilmore agree to evenly split the 3% carved-out of the SBN and Trinity Mortgages. If the sale price of the Property fully satisfies all allowed secured claims against the Property, Gilmore will be entitled to an additional 10 percentage points of commission per each unencumbered dollar collected. To illustrate, if the Property were to sell for the sum of $6 million, and the total allowed secured claims were $5.5 million, Gilmore would receive 1.5% of the $5.5 million and 10% of the unencumbered $500,000. The foregoing will comprise Gilmore's sole compensation and any buyer's premium will be treated as part of the sales price. The Trustee submits that the compromise proposed is in the best interest of the Estate. The Proposed Agreements will allow the Estate to safely market and sell property that appears to be encumbered beyond value and return a benefit to the estate's unsecured creditors with essentially no risk to the Estate. The Trustee wishes for Gilmore to serve as auctioneer for the Estate. The Trustee proposes that Gilmore, a licensed and bonded auctioneer with extensive experience and success with auctioning property in bankruptcy matters, liquidate the Property at an absolute auction sale as per the terms of the Exclusive Rights of Sale Auction Listing Agreement, which includes, among other things, the imposition of the 10% modified buyer's premium on the eventual buyer and that the Property will be sold "as is, where is" utilizing the Trustee's form of purchase agreement. Gilmore's duties will include, without limitation: handling all potential bidder information requests, internet marketing, web sites, print advertising placement, media requests, purchase agreements, receiving bids, holding deposits, and assisting/conducting the Property's auction. The auction will occur before Dec. 21, 2018, absent the agreement of the Trustee, SBN and Trinity. Gilmore will schedule and advertise the proposed auction pending the Court's approval of the Motion. The Trustee does not seek to deviate from standard protocol, in that all liens against the Property will attach to any proceeds from the sale and the Sale Proceeds will be distributed in accordance with the provisions set forth in 11 U.S.C. Section 724(b). Additionally, all creditors with secured claims allowed will have credit bid rights. Both SBN and Trinity Mortgages constitute allowed claims under Section 506 and both creditors will have credit bid rights. On July 23, 2018, the Debtor attempted to lease the Property to Richard Goldenberg, the Debtor's principal, for $25,000 per month. This attempt at a lease was recorded into the public records on July 31, 2018 as instrument no. 2018-29548, conveyance instrument no. 642617. On Oct. 16, 2018, the Court ruled that the Lease was invalid, null, void, and ordered cancelled from the records. Richard Goldenberg and Karen B. Goldenberg, the alleged tenants under the Lease, have appealed the Oct. 16, 2018 ruling. Accordingly, in an abundance of caution, the Trustee moves to reject the Lease under Section 365 should it be later determined that the lease is effective and executory. Within the context of the instant Lease, the Trustee does not believe the possibility of rentals -- particularly rentals that appear to be cash collateral of SBN -- from tenants that have little history of actually paying rent, outweighs the detriment to the estate of the tenants' continued occupancy of the property. The Debtor suggests it has an appropriate business justification and thus, the Court should authorize the rejection of the Lease. A copy of the Auction Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/18_Audubon_87_Sales.pdf The Auctioneer: SVN | GARC 3316 Florida Ave. Kenner, LA 70065-3645 About 18 Audubon Place 18 Audubon Place, LLC, owns a real property located at 18 Audubon Place New Orleans, LA 70118, valued by the company at $5.2 million. 18 Audubon Place sought Chapter 11 protection (Bankr. W.D. La. Case No. 18-50960) on Aug. 1, 2018. In the petition signed by Richard Goldenberg, member and manager, the Debtor disclosed total assets of $5.80 million and total liabilities of $7.23 million. The case is assigned to Judge Robert Summerhays. On Oct. 4, 2018, David V. Adler, was appointed as the Ch. 11 Trustee of 18 Audubon Place, LLC. The Trustee hired Stewart Robbins & Brown, LLC, as counsel. AC I NEPTUNE: Taps Newmark Knight as Real Estate Broker ------------------------------------------------------- AC I Neptune LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate broker. The Debtor proposes to employ Newmark Knight Frank in connection with the sale of its real property located at 3501 Route 66, Neptune, New Jersey. The firm will receive a 5% commission from the sale of the property, which will be sold for $5.8 million. Hope Brodsky, managing director of Newmark, disclosed in a court filing that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Hope Brodsky Newmark Knight Frank 21 Route 17N Rutherford, NJ 07070 Phone: 201-460-5110 Email: hbrodsky@ngkf.com About AC I Neptune AC I Neptune LLC is a real estate company whose principal assets are located at 3501 Route 66 Neptune, New Jersey. AC I Neptune sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12420) on Aug. 9, 2018. On Aug. 10, 2018, the case was transferred from the Manhattan Divisional Office to the White Plains Divisional Office and was assigned a new case number (Case No. 18-20007). At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Stuart M. Bernstein. The Debtor tapped Shafferman & Feldman LLP as its legal counsel. ACTIVECARE INC: Delays Plan Filing as Negotiations Continue ----------------------------------------------------------- ActiveCare, Inc. and its affiliates request the U.S. Bankruptcy Court for the District of Delaware to extend the period in which the Debtors have the exclusive right to file a chapter 11 plan from the current time period of November 12, 2018 by 90 days, through and including February 10, 2019; and solicit acceptances of a chapter 11 plan from the current time period of January 11, 2019 by 91 days, through and including April 11, 2019. The Debtors have neither sought nor obtained previous extensions of the Exclusivity Periods. The Debtors assert that cause exists to extend the Exclusivity Periods in these Chapter 11 cases. The Court entered an order approving the sale of the Debtors' Assets to Telcare, LLC on October 2, 2018. The Debtors claim that prior to the entry of the Sale Order, they have focused their efforts on developing a process for the auction and sale of substantially all of their assets. Now that the Court has approved the Sale Order, the Debtors plan to focus their efforts on formulating and confirming a chapter 11 plan. To that end, the Debtors are currently negotiating with their lender, Partners for Growth IV, LP, and the Committee on a combined liquidating plan and disclosure statement, which they anticipate filing in the coming weeks. Thus, extending the Exclusivity Periods will allow the parties to work toward a consensual, confirmable plan. These Chapter 11 Cases have been pending for approximately four months. The Debtors claim that they are not seeking an extension of the Exclusive Periods as a negotiation tactic, to artificially delay the conclusion of these Chapter 11 Cases, or to hold creditors hostage to an unsatisfactory plan proposal. To the contrary, the Debtors intend to maintain a framework conducive to an orderly, efficient, and cost-effective confirmation process and to enable the Debtors to consummate the sale and prosecute a plan without the distractions and costs attendant to competing plans of reorganization. About ActiveCare Inc. ActiveCare, Inc. -- https://www.activecare.com/ -- is a real-time health analytics and monitoring company that provides self-insured health plans with solutions that significantly reduce the impact and cost of diabetes. ActiveCare, Inc., along with affiliates 4G Biometrics, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11659) on July 15, 2018. In the petitions signed by CEO Mark J. Rosenblum, ActiveCare, Inc., declared total assets of $2,623,458 and $41,787,746 in liabilities. The Hon. Laurie Selber Silversteinis the case judge. The Debtors tapped Polsinelli PC, led by Christopher A. Ward, Esq., as counsel; and Gavin/Solmonese LLC as financial advisor and asset sale advisor. Lucy Thomson serves as consumer privacy ombudsman in the case. The U.S. Trustee appointed an official committee of unsecured Creditors in the cases. The Committee tapped Orrick, Herrington & Sutcliffe LLP and Klehr Harrison Harvey Branzburg, LLP, as co-counsel, and RSR Consulting, LLC, as financial advisor. ADVANCE LAWN: Strategic Prohibits Use of Cash Collateral -------------------------------------------------------- Strategic Funding Source, Inc., a secured creditor of Advance Lawn & Landscape, Inc., asks the U.S. Bankruptcy Court for the District of South Carolina to prohibit the Debtor from using its cash collateral, and to require the Debtor to provide it an adequate protection. A hearing on the Motion is set for Dec. 11, 2018, at 10:30 a.m. Objections, if any, must be filed within 14 days of service of the Notice. Prior to the Petition Date, on April 21, 2016, the Debtor executed a Revenue Based Factoring (RBF/ACH) Agreement with Strategic. In the Agreement, the Debtor sold and Strategic purchased the Debtor's receivables in the amount of $97,223 in exchange for an up-front advance in the amount of $74,500. On April 28, 2016, Strategic filed a UCC-1 financing statement with the South Carolina Secretary of State, thereby perfecting its purchase of the Purchased Receivables. A UCC-3 termination statement was filed on July 26, 2016, purporting to terminate Strategic's UCC-1 filing, which covered the Pre-Petition Collateral. Strategic did not file the termination statement or authorize the filing of the termination statement and did not discover that the termination statement had been filed until after the Petition Date. As of the Petition Date, the Debtor owed Strategic no less than $91,289, not including costs and reasonable attorney's fees for legal proceedings, which Strategic is entitled to recover pursuant to paragraph 1.1 1 of the Agreement. On Feb. 12, 2018, the Debtor and Strategic filed their Notice and Motion Pursuant to Federal Rule of Bankruptcy Procedure 4001(d), indicating that the parties had reached a settlement regarding the Debtor's use of Strategic's cash collateral. In addition to granting Strategic various replacement liens and allowing Strategic to file a correction statement showing that its UCC has not been terminated, the Initial Settlement required the Debtor to make a marginal adequate protection payment of $100 per month to Strategic. The Initial Settlement was approved by order of the Court on March 14, 2018, and Strategic's correction statement was filed with the South Carolina Secretary of State on April 19, 2018. Subsequent to the Initial Settlement, the Debtor has entered into the following post petition settlements with other creditors: a. Settlement with Kubota Credit Corp., requiring the Debtor to make monthly payments of $1,172; b. Settlement with Blue Bridge Financial, LLC, requiring the Debtor to make monthly payments of $566; and c. Settlement with SunTrust Bank, requiring the Debtor to make monthly payments of $803. The Debtor defaulted on its settlement agreement with Kubota, and Kubota has been granted relief from the automatic stay to recover its collateral from the Debtor. Strategic is not aware of whether Kubota has recovered and liquidated its collateral at this time. Strategic is a secured creditor of the Debtor and has a valid and properly perfected security interest in the Debtor's assets, in connection with, inter alia, the Agreement and Security Agreements dated May 7, 2018, executed by and between the Debtor and Strategic. The Debtor pledged all personal property assets, including, without limitation, accounts receivable, equipment, inventory and general intangibles, as collateral to secure its obligations to Strategic. As of the Petition Date, all cash and cash equivalents of the Debtor were part of Strategic's Pre-Petition Collateral or proceeds of same. Strategic's collateral is being used by the Debtor to make payments towards the Subsequent Settlements, which further diminishes Strategic's security position without providing Strategic any increased adequate protection. As a result of the Subsequent Settlements and the Debtor's default on its agreement with Kubota, Strategic's lien position is eroding while the Debtor has not increased Strategic's adequate protection. Strategic is asking an order from the Court either prohibiting the Debtor from further using its cash collateral or granting it increased adequate protection on its security interest. A copy of the RBF Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Advance_Lawn_102_Sales.pdf About Advance Lawn & Landscape Founded in 1999, Advance Lawn & Landscape Inc. -- http://advancelawninc.com-- is a landscaping company located in Spartanburg, South Carolina. Advance Lawn & Landscape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 18-00122) on Jan. 11, 2018. Christopher Baragar, president, signed the petition. At the time of the filing, the Debtor disclosed $422,080 in assets and $1.41 million in liabilities. Judge Helen E. Burris presides over the case. The Debtor hired Skinner Law Firm, LLC as its bankruptcy counsel and Kinard-Barath Tax Group, LLC as its accountant. AEGEAN MARINE: Gets Interim Access to Financing From Mercuria ------------------------------------------------------------- Aegean Marine Petroleum Network Inc., et al., sought and obtained an interim order from the U.S. Bankruptcy Court for the Southern District of New York for authority to access financing to be provided by Mercuria Energy Group Limited. Mercuria is also the stalking horse purchaser for the Debtors' assets. In connection with such development, Mercuria has agreed to fund the Debtors' cases with $532 million in DIP financing through a $160 million debtor-in-possession U.S. revolving credit facility, a $300 million debtor-in-possession global revolving credit facility, and a multiple delayed draw term loan credit facility in an aggregate principal amount of $72 million (collectively, the DIP Facilities). The interim financing order states, "The Debtors are hereby authorized and empowered to immediately borrow, incur and guarantee (as applicable), (a) pursuant to the terms and conditions of the U.S. DIP Agreement, (i) loans under the U.S. Revolving Credit Facility, up to an initial aggregate principal amount, together with the outstanding amounts under the U.S. Prepetition Credit Facility [$131.7 million as at the Petition date], of $160,000,000 in U.S. Revolving Commitments, of which up to $50,000,000 shall constitute a sublimit for the issuance of U.S. Letters of Credit and Swing Line Loans; (ii) DIP Term Loans, pursuant to the terms and conditions of the U.S. DIP Agreement, in an aggregate principal amount not to exceed $40,000,000 prior to the entry of the Final Order to the U.S. Borrower, and the loans advanced under the DIP Loan Documents from time to time to the U.S. Borrower, with the right of the U.S. Borrower to make available, through approved inter-company loans, transfers and investments, such funds to the Global Borrowers, consistent with the applicable Approved Budget and (b) loans under the Global DIP Revolving Credit Facility, pursuant to the Global DIP Agreement, a committed senior secured super-priority asset based credit facility will be made available to the Global Borrowers in an initial aggregate principal amount, together with the outstanding amounts under the Global Prepetition Credit Facility [$249.6 million as at the Petition date], of $300,000,000 in Global Revolving Commitments, of which up to $100,000,000 shall constitute a sublimit for the issuance of the Global Letters of Credit." A final hearing on the matter is scheduled for December 5, at 2:00 p.m. before the Bankruptcy Court. Mercuria is represented by: Louis R. Strubeck, Jr., Esq. James A. Copeland, Esq. NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, NY 10019-6022 Telephone: (212) 318-3159 Facsimile: (212) 541-5369 E-mail: louis.strubeck@nortonrosefulbright.com james.copeland@nortonrosefulbright.com -- and -- Kristian W. Gluck, Esq. 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Telephone: (214) 855-8210 Facsimile: (214) 855 8200 E-mail: kristian.gluck@nortonrosefulbright.com -- and -- Marc D. Ashley, Esq. Robert Kirby, Esq. NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: (212) 408-5100 Facsimile: (212) 541-5369 E-mail: marc.ashley@nortonrosefulbright.com robert.kirby@nortonrosefulbright.com Ad Hoc Group Reacts Before the Court entered the Interim Financing Order, an ad hoc group of the Debtors' convertible noteholders (the "Ad Hoc Group") filed an objection. BankruptcyData.com noted that the the Ad Hoc Group explains, "By the Motion, the Debtors seek approval of Mercuria's onerous insider debtor-in-possession financing facility (the 'Mercuria DIP Facility') which, among other things, is designed to syphon value from the Debtors' unsecured creditors for Mercuria's benefit and facilitate Mercuria's acquisition of all of the Debtors' assets via an insider credit bid under Bankruptcy Code section 363. Nominally, the Mercuria DIP Facility provides the Debtors with approximately $532 million in DIP financing. In reality, however, Mercuria will provide the Debtors with, at most, only an incremental $152 million of financing through revolving postpetition credit facilities and a new delayed draw term loan. The remaining $380 million of 'DIP financing' is in the form of a roll up of Mercuria's prepetition debt. Mercuria seeks to implement this roll up in an accelerated manner, with 50% of Mercuria's prepetition debt to be rolled up automatically upon interim approval of the Mercuria DIP Facility and the remaining 50% of Mercuria's prepetition debt to be transformed into postpetition debt through a 'creeping roll up' as prepetition receivables are collected during the early stages of these chapter 11 cases. If approved, the roll up would not only convert all of Mercuria's prepetition debt into superpriority administrative expense claims, it would provide Mercuria with substantial credit enhancement. This is because Mercuria's prepetition debt was the obligation of only a subset of the Debtors and secured by only a limited collateral package whereas the rolled-up debt would have the benefit of superpriority administrative expense claims at every Debtor (and claims at certain non-Debtor entities) and receive the benefit of liens on all of the Debtors' and most of their non-Debtor affiliates' assets – including unencumbered assets of material value. While roll ups may be approved in certain rare circumstances, there is no basis in the law to convert an insider's prepetition claims that are the obligation of a subset of Debtors and secured by a limited collateral pool into a postpetition claims at every Debtor entity and secured by an all assets lien." Counsel to the Ad Hoc Group of Convertible Noteholders: Ira S. Dizengoff, Esq. Philip C. Dublin, Esq. Abid Qureshi, Esq. Kevin Zuzolo, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: idizengoff@akingump.com pdublin@akingump.com aqureshi@akingump.com kzuzolo@akingump.com 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. AEGEAN MARINE: Has $681M Stalking Horse Bid From Mercuria --------------------------------------------------------- BankruptcyData.com reported that Aegean Marine Petroleum Network requested Court approval for (a) proposed procedures relating to the sale of its assets, (b) the sale of substantially all of the Debtors' assets and (iii) a proposed stalking horse asset purchase agreement (the "Stalking Horse APA") with Mercuria Asset Holdings (Hong Kong) Limited (together with its affiliates, 'Mercuria”). The Stalking Horse APA notes total consideration of approximately $681 million consisting of (i) a credit bid reflecting the discharge of outstanding debt obligations equal to $459 million, (ii) $15 million in cash and (iii) assumption of the assumed liabilities, representing an estimated value of at least $207 million. BankruptcyData related that the motion notes, "The Debtors commenced these chapter 11 cases to stabilize business operations, address near-term debt maturities, and facilitate a value-maximizing restructuring transaction. The Debtors, with the support of Mercuria Asset Holdings (Hong Kong) Limited (together with its affiliates, 'Mercuria'), intend to undertake a robust, 120-day process to market their business as a going concern and otherwise solicit highest or otherwise best offers for the benefit of all parties in interest. Over the four months leading to the Petition Date, Mercuria provided the Debtors with liquidity and funding that have enabled the Debtors to bridge to an orderly and organized chapter 11 filing while minimizing disruption to their underlying businesses. "Mercuria has further agreed to continue funding the Debtors through these chapter 11 cases with commitments of $532 million of DIP financing and has provided a Stalking Horse baseline bid that provides $681 million in value to the Debtors' estates (through credit bid, cash, and assumed liabilities). That bid is the byproduct of hard fought, arms'-length, good faith negotiations between the Debtors and Mercuria that began in the summer of 2018 and culminated with the parties' entry into the Stalking Horse APA. In exchange for the benefits provided by the Stalking Horse Bid, including the agreement to serve as a floor for purposes of the Auction, the Stalking Horse APA contemplates certain bid protections -- namely, a break-up fee in the amount of $19 million and reimbursement of Mercuria's reasonable and documented expenses (collectively, the 'Bid Protections') -- in the event the marketing process delivers value to these estates in excess of the Stalking Horse Bid. "The Debtors submit that the proposed marketing process, the Bidding Procedures, and the Stalking Horse APA represent the best available restructuring alternative at this time. To be sure, the Debtors explored and negotiated alternative transactions predicated on non-binding proposals with other interested parties prior to entering into the Stalking Horse APA. The Debtors also have negotiated a minimum cash component of the Purchase Price of $15 million to ensure these chapter 11 cases can be administered responsibly following the consummation of the Stalking Horse APA transaction. And critically, the Debtors -- as the sole fiduciary for all parties in interest—have negotiated room to continue to discharge their duties in furtherance of any transaction that maximizes the value of their estates. Mercuria, critically, has provided a value maximizing path forward by agreeing to both fund these chapter 11 cases and serve as a stalking horse bidder. If a higher or otherwise better restructuring alternative materializes, the Debtors will, subject to the terms of the Stalking Horse APA and the proposed Bidding Procedures, pursue and potentially implement such alternative as value-accretive to their estates." The motion proposes the following general timeline: (i) a February 19, 2019 deadline to submit qualified competing bids; (ii) an auction, if necessary, to be held on February 18, 2019 and (iii) a February 22, 2019 sale hearing. A hearing on the Motion is scheduled for December 4, 2018, at 11:00 a.m. prevailing Eastern Time. 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 Nov. 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. AMERICAN GAMING: Dec. 21 Plan Confirmation Hearing -------------------------------------------------- The Bankruptcy Court has approved the second amended disclosure statement explaining American Gaming & Electronics, Inc., et al.'s Second Amended Chapter 11 plan as containing adequate information. The Confirmation Hearing is scheduled for December 21, 2018 at 10:00 a.m. Objections, if any, to confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim or interest of such party; (c) state with particularity the basis and nature of any objection to confirmation of the Plan; and (d) be filed with the Court and a copy served on (i) counsel for the Debtors (ii) the Office of the United States Trustee for the District of New Jersey and (iii) counsel for North Mill Capital, LLC., so that such objections are received no later than December 13, 2018 at 5:00 p.m. The Debtors are authorized to file a reply or replies to any timely filed objections on or before December 18, 2018. Following the Petition Date, the Boards of AG&E and American Gaming each met and authorized a merger of the subsidiary American Gaming into the parent, AG&E subject to Bankruptcy Court approval. In the Debtor's judgment, the merger would eliminate the administrative expense of managing two separate bankruptcy cases, without affecting stakeholders in any way, insofar as the parent entity, AG&E, had only one asset, i.e., 100% ownership of American Gaming. As a result, on October 29, 2018, Debtors AG&E and American Gaming filed a Motion for Entry of an Order Authorizing the Debtors' Merger and Other Related Relief. The motion sought to merge the debtor entities such that American Gaming -- the 100% owned subsidiary of AG&E -- would be merged with and subsumed into its parent, AG&E. On November 19, 2018, the Court held a hearing on the merger motion, and granted the motion pending an order to be submitted to the Court by the Debtor. A redlined version of the Amended Disclosure Statement is available at https://tinyurl.com/ya2447t3 from PacerMonitor.com at no charge. Counsel for Debtors: Warren J. Martin Jr., Esq. Kelly D. Curtin, Esq. Rachel A. Parisi, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 Email: wjmartin@pbnlaw.com kdcurtin@pbnlaw.com raparisi@pbnlaw.com About American Gaming Established in 1993, American Gaming & Electronics is a supplier of gaming parts, used machines, and electronic components. AG&E is strategically located in Las Vegas, New Jersey and Florida. Its distribution chain reaches the Caribbean & Puerto Rico, Canada and Europe. American Gaming & Electronics Inc. and its subsidiary AG&E Holdings Inc. filed for bankruptcy protection (Bankr. D.N.J. Lead Case No. 18-30507) on Oct. 15, 2018. The petitions were signed by Anthony R. Tomasello, president and chief executive officer. The Hon. Andrew B. Altenburg Jr. presides over the cases. American Gaming declared total assets of $945,220 and total liabilities of $2,016,152. The Debtors tapped Prozio, Bromberg & Newman P.C. as its counsel, and Podium Strategies, LLC, as its financial advisor. AMERIQUEST SECURITY: May Use IRS Cash Collateral on Final Basis --------------------------------------------------------------- The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California authorized Ameriquest Security Service to use the cash collateral of the United States of America on behalf of the Internal Revenue Service on a final basis. Ameriquest may use cash collateral for ordinary and necessary expenses in accordance with its proposed budget. Ameriquest may only use the IRS' cash collateral for payment of prepetition wages where 11 U.S.C. Section 507(a)(4) is satisfied. However, Ameriquest will not use the IRS' cash collateral to make payment to insiders, unless and until Ameriquest has satisfied all requirements under the Code and Local Bankruptcy Rule 2014-1(a) for payment to insiders. Any funds set aside for payment of attorney's fees or accountant's fees must be held in a segregated account. Payment of attorney's fees and costs to the Law Offices of Michael Jay Berger may only be paid where Ameriquest obtains Court approval of a fee application. Similarly, fees and costs to the accountants, Matthew Matta and Jennifer Min Liu, may only be paid after Ameriquest obtains Court approval. The United States reserves its right to object to the fee applications and to payments of any fees; Ameriquest will make an adequate protection payment of $7,000 to the IRS. As further adequate protection, the IRS and any other secured creditors asserting an interest in the collateral of Ameriquest will receive a replacement lien, to the same extent and priority, on all post-petition account receivables and all other property acquired by Ameriquest to the full extent of the value of its prepetition liens. A copy of the Order is available at: http://bankrupt.com/misc/cacb18-21241-47.pdf About Ameriquest Security Service Ameriquest Security Service is in the security guard service business, based in Culver City, CA. Ameriquest filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-21241) on Sept. 25, 2018. In the petition signed by Akram Gendy, president and CEO, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Julia W. Brand presides over the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, serves as bankruptcy counsel. AMPLIFY ENERGY: Ruling Against Previous Owners Upheld ----------------------------------------------------- Appellants Aera Energy LLC, Noble Energy Inc., and SWEPI LP ("Previous Owners") in the case captioned AERA ENERGY LLC, et al., Appellants, v. BETA OPERATING COMPANY, LLC, Appellee, Civil Action H-18-412 (S.D. Tex.) appeal the bankruptcy court's judgment granting Beta Operating Company, LLC's motion for summary judgment in part and denied the Previous Owners' motion to dismiss Beta's adversary proceeding. Upon review of the case, District Judge Gray H. Miller affirmed the bankruptcy court's judgment. The Previous Owners argued that the bankruptcy court erred by: (1) exercising jurisdiction over the case; (2) failing to join BOEM (the government agency in charge) as a necessary and indispensable party; (3) incorrectly interpreting the agreement ("Beta Trust Agreement") that governs the trust funds at issue; and (4) prematurely and incompletely ruling on Beta's motion for summary judgment. The Previous Owners argued that the bankruptcy court lacked jurisdiction over the case because the trust res is not estate property. However, bankruptcy courts' jurisdiction is not limited to "simple proceedings involving the property of the debtor or the estate." Moreover, this court has already determined that the bankruptcy court has jurisdiction in this case. The Previous Owners argue that the bankruptcy court incorrectly interpreted the governing Trust Agreement. The primary issue is whether the Trust Agreement allows Beta to replace the cash in the Beta Trust with bonds, thereby releasing the trust cash for Beta's use during restructuring. Although BOEM has already approved the bonds-for-cash substitution and ordered that the cash be released, the Previous Owners contend that the Trust Agreement does not allow for the substitution. Read as a whole, the Trust Agreement permits BOEM to order the proposed bonds-for-cash substitution. First, the Trust Agreement defines "Trust Funds" broadly. The trust res is not limited to cash; it expressly includes at least one "Supplemental Bond Treasury Note" and "all other funds that may be, from time to time, deposited into the Trust Account by [Beta]," including "all certificates, instruments, and documents representing, evidencing, or issued in connection with" the trust funds. Moreover, the Trust Agreement does not authorize the Previous Owners to veto BOEM orders. Section 2.4(a), Sentence 3 of the Trust Agreement gives BOEM the power to veto orders given by the Previous Owners, but the Previous Owners have no such power. Therefore, under the unambiguous language of the contract, BOEM may order the release of excess cash from the Beta Trust, and the Previous Owners need not consent to the order. Finally, the Previous Owners contend that the Bankruptcy Court procedurally erred by: (1) ruling on Beta's motion for summary judgment prior to the Previous Owners filing an answer and prior to discovery; (2) failing to join BOEM as a necessary and indispensable party; and (3) failing to address all of the Previous Owners' arguments. However, none of these actions were procedural error. In sum, the unambiguous language of the Beta Trust Agreement authorizes Beta's proposed bonds-for-cash substitution. Accordingly, the judgment of the bankruptcy court is affirmed. A copy of the Court's Memorandum Opinion and Order dated Oct. 31, 2018 is available at https://bit.ly/2Qce63r from Leagle.com. Memorial Production Partners LP, represented by Alfredo R. Perez -- alfredo.perez@weil.com -- Weil Gotshal et al, Benjamin I. Finestone -- benjaminfinestone@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, Corey Berman -- corey.berman@weil.com -- Weil Gotshal, Edward Soto -- edward.soto@weil.com -- Weil, Gotshal & Manges LLP, Emily McLemore Smith , Quinn Emanuel Urquhart Sullivan, Gabriel A. Morgan, Weil, Gothshal & Manges LLP, K. John Shaffer , Quinn Emanuel, Lauren Z. Alexander, Weil Gotshal, Philippe Z. Selendy, Quinn Emanuel & Sean Baldwin , Quinn Emanuel et al. SWEPI LP, Appellant, represented by Charles Stephen Kelley , Mayer Brown LLP. Beta Operating Company, LLC, Plaintiff, represented by Emily McLemore Smith , Quinn Emanuel Urquhart Sullivan, Benjamin I. Finestone, Quinn Emanuel Urquhart & Sullivan, K. John Shaffer, Quinn Emanuel, Rachel Elizabeth Epstein, Quinn Emanuel et al & Victor Noskov, Quinn Emanuel Urquhart & Sullivan. Aera Energy LLC, Noble Energy Inc. & SWEPI, LP, Defendants, represented by Charles Stephen Kelley -- ckelley@mayerbrown.com -- Mayer Brown LLP. About Memorial Production Partners LP Houston, Texas-based Memorial Production Partners LP -- http://www.memorialpp.com/-- was a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consisted of mature, legacy oil and natural gas fields. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Hon. Marvin Isgur presided over the cases. The Debtors were represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor was Perella Weinberg Partners LP. The Debtors' restructuring advisor was Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent was Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. * * * On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors. On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain Consenting Noteholders effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation, acquired all of the assets of MEMP, and in accordance with the Plan, MEMP will be dissolved. As a result, the Company became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended. ATD CORP: Nickolas Buying Hercules' Findlay Mixing Center for $14M ------------------------------------------------------------------ ATD Corp. and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of The Hercules Tire & Rubber Co.'s mixing center located in Findlay, Ohio, to Nickolas XII, LLC for $13.79 million, cash. The Debtors ask authority to assume and perform under a prepetition Purchase and Sale Agreement pursuant to which the Debtors agreed to sell the Findlay Facility. A mixing center is a type of warehouse facility that serves as a hub for the Debtors' numerous distribution centers. The Debtors entered into the Purchase and Sale Agreement in April 2018, which specifies that the sale will close on Dec. 12, 2018. They believe that any significant delay in closing could put at risk a transaction that is in their best interests and their estates. The salient terms of the Agreement are: a. Seller: The Hercules Tire & Rubber Co. b. Purchaser: Nickolas XII, LLC c. Purchase Price: $13.79 million in cash d. Acquired Assets: (i) that certain land located in Findlay, Ohio, and identified by parcel numbers 350001014311 (approximately 2.2 acres), 350001015765 (approximately 0.768 acres), 630001018541 and 630001018542 (approximately 55.835 acres in the aggregate), 630001022614 (approximately 64.454 acres); (ii) the buildings, parking areas, improvements, and fixtures now situated on the Land, but specifically excluding the Personal Property; (iii) all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of the Seller and pertaining to the Land, if any; (iv) any street or road abutting the Land to the center lines thereof; (v) the contracts and agreements relating to the operation, improvement or maintenance of the Land, the Improvements; (vi) assignable warranties and guaranties issued in connection with the Improvements; and (vii) all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements. e. Closing: Dec. 12, 2018 or such other date as agreed in writing between the Seller and the Purchaser f. Good Faith Deposit: The Purchaser is required to make an earnest money deposit of $50,000 to the Title Company not later than two business days following April 27, 2018. If the Purchaser does not terminate the Purchase and Sale Agreement on or before the end of the Due Diligence Period, the Purchaser is required to make an additional deposit of $1.329 million no later than the second business day following the end of the Due Diligence Period. g. The Seller agrees to sell, free and clear of all liens, claims, and encumbrances. h. Relief from B.R. 6004(h): To consummate the Sale within the time constraints set forth in the Purchase and Sale Agreement and to realize significant value from the transaction, the Debtors have requested a reduction of the 14-day stay under Bankruptcy Rule 6004(h) to the extent necessary to permit the sale to close on Dec. 12, 2018. The sale follows on the heels of the Debtors' investment in a new mixing center in Pennsylvania in June 2017, known as the Pocono Facility. The sale of the Findlay Facility and move to the Pocono Facility are key steps toward effectuating their supply chain initiatives. These initiatives include bolstering the Debtors' distribution network and strategically positioning the Pocono Facility alongside key markets in the Northeast United States and Eastern Canada to increase market share and promote long-term growth. Before entering into the Purchase and Sale Agreement, the Debtors engaged their real estate broker in November 2017 to initiate a nationwide marketing process for the Findlay Facility, which yielded eight bids from potential buyers. The bid embodied in the Purchase and Sale Agreement was ultimately the highest and best bid for the Findlay Facility. The Debtors believe that consummating the sale and assuming the Purchase and Sale Agreement are in the best interests of their estates. Additionally, the sale has the support of the Debtors' DIP agent, the ad hoc term loan group, the ad hoc bondholder group, and the official creditors' committee. Accordingly, the Debtors respectfully submit that the Court should grant the Motion. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/ATD_Corp_300_Sales.pdf A hearing on the Motion is set for Nov. 29, 2018 at 2:00 p.m. (ET). The objection deadline is Nov. 23, 2018 at 4:00 p.m. (ET). The Purchaser: NICKOLAS XII, LLC c/o Nickolas L. Reinhart 6713 Township Road 212 Findlay, OH 45840 The Purchaser is represented by: EASTMAN & SMITH, LTD. One SeaGate 24th Floor Toledo, OH 43604 Attn: Gene R. Abercrombie E-mail: grabercrombie@eastmansmith.com About ATD Corp/American Tire Headquartered in Huntersville, North Carolina, ATD Corporation and its subsidiaries -- https://www.atd-us.com -- are distributors of replacement tires with more than 140 distribution centers and 1,400 delivery vehicles servicing a geographic region covering more than 90 percent of the replacement tire market for passenger vehicles and light trucks in the United States. ATD offers the broadest variety of products and value-added services that range from premium-quality tires and popular custom wheels to business support services and online platforms that cater to tire retailers and their potential customers. ATD has its own proprietary private-label and exclusive tire brands, such as Hercules and Ironman, to supplement its supply of industry-leading brand-name tires, including Continental, Michelin, Pirelli, Cooper, Nexen, Toyo-Nitto, Hankook, Kumho, and Falken among others. The Debtors and their non-debtor subsidiaries currently employ approximately 5,500 people in the United States and Canada. ATD Corporation and eight of its affiliates filed for bankruptcy on Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). 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 tapped Benesch, Friedlander, Coplan & Aronoff LLP and Kelley Drye & Warren LLP as its legal counsel. AYTU BIOSCIENCE: Positive Interim Results from Natesto Study ------------------------------------------------------------ Aytu BioScience, Inc., announced an update to the positive interim results from the Natesto Spermatogenesis Study. This study is being conducted at the University of Miami's Department of Urology, and Dr. Ranjith Ramasamy, MD, the Director of Reproductive Urology, is the study's principal investigator. The interim read-out further demonstrates the restoration of hypogonadal patients' serum testosterone levels while maintaining normal semen parameters for a larger group of study participants than was previously reported on Sept. 17, 2018. Normal semen parameters, including sperm concentration, sperm motility, and total motile sperm count (TMSC), were maintained at both three months and six months in hypogonadal men taking Natesto three times daily. The interim analysis was presented at a meeting held in conjunction with the 19th Annual Fall Scientific Meeting of the Sexual Medicine Society of North America held in Miami, FL Nov. 8-11, 2018. Testosterone therapy (TTh), as a whole, is known to decrease gonadotropin levels, diminish sperm production and function, and decrease the natural production of endogenous testosterone in men being treated with TTh. Maintenance of fertility and family planning is an important discussion topic for more than 2 million men considering TTh. Therefore, the effect of Natesto possibly minimizing the impact on sperm production would be clinically impactful and novel by providing a safe and effective approach for treating men with hypogonadism. The Natesto Spermatogenesis Study is a single-center, prospective study evaluating testosterone levels, gonadotropin levels, and semen parameters in 40 hypogonadal men between 18 and 55 years of age, receiving treatment with Natesto testosterone nasal gel over six months. This is the first such study utilizing TTh to evaluate preservation of gonadotropins and fertility while restoring serum testosterone levels. Interim Analysis Summary: * Thirty-nine patients have been enrolled in the study. - Fourteen Natesto-treated patients have been evaluated at their three-month treatment timepoint, reflecting one complete sperm cycle. - Nine Natesto-treated patients have been evaluated at their six-month treatment timepoint, reflecting two sperm cycles. * Zero patients in the study have become azoospermic during the study. * Across the cohort of patients treated for three and six months, all three measured semen parameters were maintained. * Median values of sperm concentration, sperm motility, and total motile sperm count (TMSC) remained statistically unchanged. Median values for each semen parameter, at each timepoint. * Luteinizing hormone (LH) and follicle stimulating hormone (FSH) remained within their normal respective reference ranges across groups completing both three-month and six- month treatment courses. * 78.6% of patients taking Natesto achieved serum testosterone > 300 ng/dL at 3 months (n = 14). - Mean serum testosterone increased to 612.2 ng/dL (SD: 337.9 ng/dL). * 88.9% of patients achieved serum testosterone > 300 ng/dL at six months (n = 9). - Mean serum testosterone increased further to 647.2 ng/dL (SD: 262.5 ng/dL). * Mean baseline serum testosterone was 239.4 ng/dL (SD: 57.2 ng/dL). * Testis volume remained statistically unchanged at both three and six months. Dr. Ranjith Ramasamy, said, "About two million men in the US with low testosterone are young and interested in maintaining their fertility. The current options to increase testosterone and simultaneously maintain sperm production are not FDA-approved and therefore need to be used off-label. The interim results from the trial with Natesto are exciting, and we are optimistic that the final results will be similar to the data reported to date. Increasing testosterone while maintaining fertility with Natesto could be a paradigm shift in the treatment of men with low testosterone." Josh Disbrow, chief executive officer of Aytu BioScience commented, "This interim data read-out is highly encouraging as, with a larger number of men now having completed three months and six months of treatment with Natesto, the investigators continue to see maintenance of patients' semen parameters and gonadotropin levels over a sustained treatment period. Further, with median serum testosterone levels at 90 days increasing to above 600 ng/dL on average, a very high proportion of men have achieved restoration of their testosterone levels. A therapeutic option that combines efficacy with the potential for fertility preservation would stand alone among the existing testosterone therapies. We thank Dr. Ramasamy and his team for their ongoing leadership around these promising developments." The Natesto Spermatogenesis Study is expected to be completed in the summer of 2019. Aytu BioScience is sponsoring this investigator-initiated trial, and complete details on the study can be found at https://clinicaltrials.gov/ct2/show/NCT03203681?term=Natesto&rank=4 About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on global commercialization of novel products addressing significant medical needs. The company currently markets Natesto, the only FDA-approved nasal formulation of testosterone for men with hypogonadism, ZolpiMist, an FDA-approved, commercial-stage prescription sleep aid indicated for the short-term treatment of insomnia characterized by difficulties with sleep initiation, and recently acquired Tuzistra XR, the only FDA-approved 12-hour codeine-based antitussive oral suspension. Additionally, Aytu is developing MiOXSYS, a novel, rapid semen analysis system with the potential to become a standard of care for the diagnosis and management of male infertility caused by oxidative stress. MiOXSYS is commercialized outside of the U.S. where it is a CE Marked, Health Canada cleared, Australian TGA approved, Mexican COFEPRAS approved product, and Aytu is planning U.S.-based clinical trials in pursuit of 510k de novo medical device clearance by the FDA. Aytu's strategy is to continue building its portfolio of revenue-generating products, leveraging its focused commercial team and expertise to build leading brands within large, growing markets. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of Sept. 30, 2018, the Company had $17.98 million in total assets, $7.85 million in total liabilities and $10.13 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BAR 13 INC: Taps Gabriel Del Virginia as Legal Counsel ------------------------------------------------------ Bar 13, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire the Law Offices of Gabriel Del Virginia as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly fees: Gabriel Del Virginia, Partner $675 Associate $350 Paralegal $125 The Debtor paid $5,570 to the firm, including the filing fee of $1,717. Gabriel Del Virginia, Esq., disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gabriel Del Virginia, Esq. Law Offices of Gabriel Del Virginia 30 Wall Street, 12th Floor New York, NY 10005 Telephone: 212-371-5478 Facsimile: 212-371-0460 Email: gabriel.delvirginia@verizon.net About Bar 13 Inc. Bar 13, Inc., owns and operates a bar and lounge located at 121 University Place, Borough of Manhattan, New York. Bar 13 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12163) on July 17, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The Debtor tapped the Law Offices of Gabriel Del Virginia as its legal counsel. BAY CIRCLE: Bankr. Court Dismisses Nilhan Suit vs Westplan, Accent ------------------------------------------------------------------ Bankruptcy Judge Wendy L. Hagenau granted Defendants Westplan Investors Acquisitions, LLC, and Accent Cumberland Apartments, LP's motion to dismiss the case captioned NILHAN DEVELOPERS, LLC, Plaintiff, v. WESTPLAN INVESTORS ACQUISITIONS, LLC and ACCENT CUMBERLAND APARTMENTS, LP, Defendants, Adv. Proc. No. 18-5193-WLH (Bankr. N.D. Ga.). The Debtor claims that Westplan and Accent breached the Contract because they failed to pursue the agreed-upon site plan for rezoning and instead made unilateral changes to it. The Complaint alleges that these changes to the site plan were made willfully to sidestep the Defendants' obligations contained in the order approving the sale of the Property. Second, the Debtor claims the Defendants breached their duties of good faith and fair dealing. Third, the Debtor alleged fraud in the inducement. It alleges the Defendants promised to pursue rezoning in a specific way to enhance the value of the Buy Back option, and that the Court and the Debtor relied upon these representations to their detriment. Finally, the Debtor sought attorney's fees and punitive damages from the Defendants. The Motion to Dismiss claims that, even if these allegations are taken as true, the Complaint fails because Defendants had no contractual duty to pursue rezoning in any certain way and no obligation to include the Debtor in the rezoning process. Thus, the motion to dismiss asserts there was no breach of contract, no breach of a duty of good faith and fair dealing, and no fraud in the inducement. The Debtor alleges that the Defendants breached the Contract because they failed to cooperate with the Debtor or consult with the Debtor in connection with the site plan submitted to the zoning commission. Referring to the Contract, though, there was no requirement that the Purchaser cooperates with or coordinate with the Debtor in connection with the zoning submissions. Even if the zoning and annexation had been successful, the Contract provides, "The rezoning and annexation shall provide the guidelines and framework for the joint development and master site agreement as determined by the Purchaser." The obligations of which the Debtor complains simply do not exist. The Contract contemplates the Purchaser will apply for rezoning and it contemplates the option for the Debtor to repurchase all or a portion of the Property if the zoning is or is not successful. Ultimately, the rezoning was not successful and the Debtor's right to repurchase the Property in total was unaffected. Moreover, the Contract includes a merger clause in paragraph 19. Because the merger clause establishes that only the agreements exhibited in the Contract are part of the Contract, and because the Contract did not require Defendants to submit a particular form of site plan for rezoning or require the Defendants to collaborate with the Debtor in connection with the rezoning, the allegations that the Defendants breached the Contract do not state a claim and the claim should be dismissed. The Debtor also contends that the Defendants breached the implied covenant of good faith and fair dealing by failing to submit an agreed-upon site plan, by failing to "work diligently in good faith to obtain approval of the rezoning and annexation" that was contemplated in the agreement, and "by failing to work in good faith to preserve the value recognized by this Court of the repurchase options." In the Motion to Dismiss, the Defendants contend the allegations do not state a claim because there was no obligation in the Contract to submit a specific site plan, to include the Debtor in the planning involving the site plan, or even to obtain rezoning and annexation. The Court finds that the allegations of the Debtor are not supported by the terms of the Contract. The Contract did not require the Defendants to obtain the rezoning and annexation, did not require that any rezoning and annexation use a particular site plan, nor require that the Debtor be involved or consulted in connection with the rezoning application. Absent a specific, actionable breach of contract claim, the Debtor's claim for breach of the implied duty of good faith and fair dealing fails and Count II of the Complaint should be dismissed. The Court concludes that even taking the Debtor's allegations as true, the Complaint fails to state a claim upon which relief can be granted and is thus dismissed. A copy of the Court's Order dated Nov. 1, 2018 is available at https://bit.ly/2Kl2TYT from Leagle.com. Nilhan Developers, LLC, Plaintiff, represented by Roberto Bazzani, Weener & Nathan, LLP. Westplan Investors Acquisitions, LLC & Accent Cumberland Apartments, LP, Defendants, represented by Michelle L. Wein, Cohan Law Group, LLC. About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. In the petition signed by Chuck Thakkar, manager, Bay Circle estimated $1 million to $10 million in assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. No trustee has been appointed in the Debtors' cases. BG BIG BOAT: Seeks Authority to Use IberiaBank Cash Collateral -------------------------------------------------------------- BG Big Boat Ltd. seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of IberiaBank to continue to operate its business to the extent provided in the Budget. The cash collateral budget provides total expenditure of approximately $817,117 during the months of October 2018 through March 2019. IberiaBank has an interest in the Debtor's major asset -- 154' Feadship Motor Yacht (Official Number 71061) ("M/Y BG"), and the cash collateral of the Debtor. The cash collateral refers to proceeds earned from the M/Y BG. The Debtor intends to use cash collateral without a provision of the payment of adequate protection since IberiaBank's security interest in the cash collateral is over-secured. The Debtor asserts that IberiaBank is fully secured as the value of its property is $9,000,000 while the value of IberiaBank's claim is approximately $4,015,000. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flsb18-16690-28.pdf About BG Big Boat Ltd. BG Big Boat Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-16690) on June 1, 2018. In the petition signed by Robert Genovese, managing member of BG Big Yacht LLC, the Debtor disclosed $9 million in assets and $649,008 in liabilities. Judge Raymond B. Ray presides over the case. No official committee of unsecured creditors has been appointed in the Chapter 11 case of BG Big Boat Ltd. as of July 31, according to a court docket. BLACK BOX: Extends Maturity of LIFO Facility Until January 2019 --------------------------------------------------------------- Black Box Corporation and certain direct and indirect wholly-owned subsidiaries of the Company entered into a letter agreement on Nov. 17, 2018, with PNC Bank, National Association, as administrative agent, and certain other lenders, which provides for, among other things, an extension of the maturity date of the Company's "last in first out" senior revolving credit facility under the Credit Agreement entered into among the Loan Parties, the Agent and the Lenders on May 9, 2016 from Dec. 15, 2018 until Jan. 17, 2019. The LIFO Extension can accelerate if the Dec. 31, 2018 termination date of the Consent Agreement, dated Nov. 11, 2018, between the Loan Parties, the Agent and the Lenders, is not extended by the Agent or if the Agent, in its discretion or at the direction of the Lenders, elects to terminate the LIFO Facility following the occurrence of an Event of Default which has not been waived in accordance with the Amended Credit Agreement. Pursuant to the Agreement and Plan of Merger, dated Nov. 11, 2018, between the Company, AGC Networks Pte Ltd., a company organized under the laws of Singapore, BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent, BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("BBX Intermediate"), and Host Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BBX Intermediate ("Merger Sub"), the Company agreed to obtain an extension of the LIFO Facility from the Agent and the Lenders within five business days after the execution date of the Merger Agreement. A full-text copy of the Letter Agreement is available for free at: https://is.gd/f0zS8l 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 Sept. 29, 2018, Black Box had $297.76 million in total assets, $237.81 million in total liabilities, and $59.94 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. BRIGHT MOUNTAIN: Incurs $870,300 Net Loss in Third Quarter ---------------------------------------------------------- Bright Mountain Media, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $870,372 on $388,902 of total revenues for the three months ended Sept. 30, 2018, compared to a net loss of $581,955 on $715,500 of total revenues for the three months ended Sept. 30, 2017. Net loss attributable to common stockholders was $894,937 for the third quarter of 2018 as compared to $583,077 for the comparable period in 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $2.75 million on $2.05 million of total revenues compared to a net loss of $2.13 million on $2.04 million of total revenues for the same period during the prior year. As of Sept. 30, 2018, Bright Mountain had $5.03 million in total assets, $2.71 million in total liabilities, and $2.31 million in total shareholders' equity. The Company's balance sheet as at June 30, 2018, shows $3.38 million in total assets, $2.95 million in total liabilities and $432,617 in total shareholders' equity. The Company had an accumulated deficit of ($14,572,582) at Sept. 30, 2018. Cash and cash equivalents were $553,411 as of Sept. 30, 2018 compared to cash and cash equivalents of 377,779 as of June 30, 2018. The increase in cash and reduction in the working capital deficit is a result of cash proceeds from the sale of equity securities in a private placement during the nine months ended Sept. 30, 2018. The slight increase in the Company's current assets is mostly reflective of its decrease in watch inventory and accounts receivable and prepaid expenses attributed to lower prepaid rent and insurance, offset by the increases in the current portion of its services/consulting contracts paid in cash and stock, with an increase in cash balances. The decrease in the Company's current liabilities primarily reflects a decrease in accounts payable and premium finance loan payable and note payables. "As we continue our efforts to grow our business, we expect that our monthly cash operating overhead will continue to increase as we add personnel, although at a lesser rate, and we are not able at this time to quantify the amount of this expected increase," Bright Mountain stated in the Quarterly Report. "In the first quarter of 2018 we implemented policies and procedures around cash collections to prevent the aging of accounts receivables that was experienced in 2017. Cash collection efforts have been successful, and we feel that we have appropriately reserved for uncollectible amounts at September 30, 2018. "We do not have any commitments for capital expenditures. During the fourth quarter of 2018 we loaned Kubient, Inc. $75,000 under the terms of a promissory note. The promissory notes payable in the remaining aggregate amount of $175,162 to three members of Daily Engage Media in September 2017 as partial consideration in our acquisition of that entity, which became due in September 2018, and has not been paid pending the settlement of, or conclusion of the litigation... The Company repaid $25,000 for the three months ended September 30, 2018 to one noteholder who extended the terms of the agreement with the Company for one year. The remaining balance will be paid over a seven-month period." The report of the Company's independent registered public accounting firm on our audited consolidated financial statements at Dec. 31, 2017 and 2016 and for the years then ended contains an explanatory paragraph regarding substantial doubt of the Company's ability to continue as a going concern based upon its net losses, cash used in operations and accumulated deficit. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Myuwmf About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform. Bright Mountain Media's assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content, services and products. The websites are primarily geared for a young, male audience with several that focus on active, reserve and retired military audiences as well as law enforcement and first responders. Bright Mountain reported a net loss attributable to common shareholders of $3.01 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $2.94 million for the year ended Dec. 31, 2016. The report from the Company's independent accounting firm Liggett & Webb, P.A., in Boynton Beach, Florida, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company sustained a net loss of $2.99 million and used cash in operating activities of $1.73 million for the year ended Dec. 31, 2017. The Company had an accumulated deficit of $11.82 million at Dec. 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. BROOKC LLC: Unsecureds to Get $998 Per Month for 5 Years -------------------------------------------------------- BrookC, LLC, filed a Chapter 11 plan of reorganization proposing to pay general unsecured claims, classified in Class 4, a monthly payment of $998.67 beginning on the first day of the month following the effective date of the Plan and ending five years from the Effective Date. Total payout amount is $59,311. Class 4 Claims are impaired. The Debtor is a Tennessee business whose main business involves restoration repair to damaged real estate and buildings. Secured claim of Planters Bank, classified in Class 3A, is impaired. Class 3A Claim will be paid a monthly payment of $816.87, beginning on the first day of the month following the effective date of the Plan and ending five years from the Effective Date at 6.25% for a total payout of $49,012. Planters Bank will retain its lien until completion of the payments. The Plan will be funded by the following: Income from the continued operation of the restoration and repair business. A full-text copy of the Disclosure Statement dated November 20, 2018, is available at: http://bankrupt.com/misc/tnmb18-31800586-34.pdf Attorney for the Debtor: Steven L. Lefkovitz, Esq. STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com Clarksville, Tennessee-based BROOKC LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 18-00586) on Jan. 31, 2018, estimating its assets and liabilities at between $100,001 and $500,000 each. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on March 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BROOKC LLC. CADIZ INC: Stockholders Elected 11 Directors -------------------------------------------- Cadiz Inc. held its its 2018 annual meeting of stockholders on Nov. 14, 2018, at which the Stockholders: (a) elected Keith Brackpool, John A. Bohn, Jeffrey J. Brown, Stephen E. Courter, Geoffrey Grant, Winston Hickox, Murray H. Hutchison, Richard Nevins, Raymond J. Pacini, Timothy J. Shaheen, and Scott S. Slater as directors; (b) approved the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year 2018; and (c) approved, on an advisory basis, the compensation of the Company's named executive officers. About Cadiz Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a publicly-held renewable resources company that owns 70 square miles of property with significant water resources in Southern California. The Company maintains an organic agricultural development in the Cadiz Valley of eastern San Bernardino County, California and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a wide-ranging "Green Compact" focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz is headquartered in Los Angeles, California. Cadiz Inc. reported a net loss and comprehensive loss of $33.86 million in 2017, a net loss and comprehensive loss of $26.33 million in 2016 and a net loss and comprehensive loss of $24.01 million. As of Sept. 30, 2018, the Company had $72.32 million in total assets, $152.23 million in total liabilities and a total stockholders' deficit of $79.90 million. CARE ONE HOME: Seeks to Hire Dinnall Fyne as Accountant ------------------------------------------------------- Care One Home Health, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Dinnall Fyne & Company Inc. as its accountant. The firm will prepare the Debtor's tax returns; provide tax advice; and assist in the preparation of the Debtor's projections for its plan of reorganization. Dinnall will be paid a post-petition retainer in the sum of $3,000. Alan Fyne, a partner at Dinnall, disclosed in a court filing that he neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Alan Fyne Dinnall Fyne & Company Inc. 1515 N. University Drive 101 Coral Springs, FL 33071 Phone: (954) 340-5696 About Care One Home Health Care One Home Health, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-15256) on May 1, 2018, estimating less than $1 million in assets and liabilities. Rachamin Cohen, Esq., at Cohen Legal Services, PA, serves as the Debtor's counsel; and Leiderman Shelomith Alexander + Somodevilla, PLLC as co-counsel. CAREVIEW COMMUNICATIONS: Inks 7th Modification Agreement Amendment ------------------------------------------------------------------ CareView Communications, Inc., its wholly owned subsidiary CareView Communications, Inc., a Texas corporation, and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc., in its capacity as administrative agent and lender, entered into a Seventh Amendment to Modification Agreement on Nov. 19, 2018, pursuant to which the parties agreed to amend the Modification Agreement dated as of Feb. 2, 2018, to provide that the dates on which the Lender may elect, in the Lender's sole discretion, to terminate the Modification Period would be July 31, 2018 and Dec. 3, 2018 (with each such date permitted to be extended by the Lender in its sole discretion); and that the Borrower could satisfy its obligations under the Modification Agreement to obtain financing by obtaining (i) at least $2,050,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 13, 2018 and (B) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to Dec. 3, 2018 (rather than Nov. 19, 2018) (resulting in aggregate net cash proceeds of at least $3,550,000). The parties had entered into the Modification Agreement with respect to the Credit Agreement in order to modify certain provisions of the Credit Agreement and Loan Documents to prevent an Event of Default from occurring. Under the Modification Agreement, the parties agreed that (i) the Borrower would not make the principal payment due under the Credit Agreement on Dec. 31, 2017 until the end of the Modification Period, (ii) the Borrower would not pay the principal installments due at the end of each calendar quarter during the Modification Period and (iii) because the Borrower's Liquidity was anticipated to fall below $3,250,000, the Liquidity required during the Modification Period would be lowered to $2,500,000. The Lender agreed that the occurrence and continuance of any of the Covered Events will not constitute Events of Default for a period from Dec. 28, 2017 through the earliest to occur of (a) any Event of Default under any Loan Documents that does not constitute a Covered Event, (b) any event of default under the Modification Agreement, (c) the Lender's election, in its sole discretion, to terminate the Modification Period on May 31, 2018 or Sept. 30, 2018 (with each such date permitted to be extended by the Lender in its sole discretion) by delivering a written notice to the Borrower on or prior to such date, or (d) Dec. 31, 2018. About CareView Communications Headquartered in Lewisville, Texas, CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. Careview Communications incurred a net loss of $20.07 million in 2017 following a net loss of $18.66 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Careview Communications had $10.18 million in total assets, $84.57 million in total liabilities, and a total stockholders' deficit of $74.38 million. BDO USA, LLP, in Dallas, Texas, 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 suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CARTHAGE SPECIALTY: Exclusive Plan Filing Period Moved to Feb. 23 ----------------------------------------------------------------- The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York, at the behest of Carthage Specialty Paperboard, Inc., and its debtor-affiliates, has extended the Debtors' Exclusive Period to file a chapter 11 plan through and including February 23, 2019, including the Debtors' Exclusive Period to solicit acceptances of a chapter 11 plan through and including April 24, 2019. About Carthage Specialty Paperboard Carthage Specialty Paperboard, Inc. -- http://www.carthagespbd.com/ -- is a paperboard manufacturer in Carthage, New York, serving a diverse range of markets from pulp-substitute specialty paperboard to industrial grade chipboards. Carthage Specialty Paperboard and its affiliate Carthage Acquisition, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-30226) on Feb. 28, 2018. In the petitions signed by Donald Schnackel, vice-president of finance, Carthage Specialty estimated assets and liabilities of $10 million to $50 million; and Carthage Acquisition estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Debtor hires Bradley Woods & Co. Ltd., as financial advisor and investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. CONSTANT VELOCITY: Gets Final Approval on Cash Collateral Use ------------------------------------------------------------- The Hon. Christopher D. Jaime of the U.S. Bankruptcy Court for the Eastern District of California authorized Constant Velocity Transmission Lines, Inc. to use cash collateral on a final basis. The Debtor is authorized to use cash collateral in the amounts and for the purposes identified in the cash collateral Budget from October 24, 2018 through January 31, 2019. All cash collateral use must be in accordance with the terms of the Budget, subject to variances of no more than 15% per line item for disbursements and collections. In consideration for the use of cash collateral, the Debtor will provide the following adequate protection to First Northern Bank to secure any diminution in the value of its collateral: (a) The Debtor grants First Northern Bank a replacement security interest and lien in the prepetition and postpetition assets of the Debtor to the same extent and priority granted to First Northern Bank pursuant to the Prepetition Loan Documents. Said Replacement Lien will be automatically perfected without the need for any additional filings or notices. (b) The Debtor will remit payments to First Northern Bank of Dixon, c/o Kim Bowman, Special Assets Department, P.O. Box 547, Dixon, CA. The payments will be due on the 20th of each month as follows: (i) $7,500 by November 20, 2018; (ii) $10,000 by December 20, 2018; and (iii) $10,000 by January 20, 2019. (c) The Debtor will comply with the Budget and will not make any disbursements other than those set forth in the Budget, subject to the Permitted Variance. The Debtor is not authorized to make any payment from cash collateral to any insider except as expressly authorized as payment to an insider. The Budget may be modified with First Northern Bank's prior written consent, without further order of the Court, or upon order of the Court as necessary. (d) The Debtor will file and serve a supplemental report by the following Tuesday of each calendar week, indicating both the budgeted amounts of collections and disbursements and actual amounts of collections and disbursements, as of the close of business on a weekly basis based on the financial week calendar model. (e) The Debtor will segregate the $39,377 tax refund it collected post-petition and is from using such funds without prior approval by the Court and First Northern Bank. A full-text copy of the Final Order is available at: http://bankrupt.com/misc/caeb18-25576-89.pdf About Constant Velocity Transmission Lines, Inc. Constant Velocity Transmission Lines, Inc. -- https://www.mitcables.com/ -- is a privately held company engaged in the manufacturing of audio and video equipment. Its patented Multipole Technology offers better bass, better mid-range, and smoother highs painted on a "blacker background". Its patented Filterpole Technology provides power conditioning solutions to address "powerline noise" improving audio and video experience. Constant Velocity Transmission Lines, Inc., based in Rocklin, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-25576) on Sept. 1, 2018. The Hon. Christopher D. Jaime presides over the case. In the petition signed by Bruce Brisson, president, the Debtor disclosed $742,564 in assets and $1,578,452 in liabilities. Gabriel Liberman, Esq., at the Law Offices of Gabriel Liberman, APC, serves as bankruptcy counsel; and WSB Accounting, as accountant. CRYSTAL CATHEDRAL: Respondents Did Not Violate Discharge Injunction ------------------------------------------------------------------- Bankruptcy Judge Robert N. Kwan denied Debtor Crystal Cathedral Ministries' motion for issuance of order directing respondents Carol Milner and Harold J. Light, Esq. to show cause why they should not be held in contempt; and for damages and attorneys' fees for intentionally violating the permanent discharge injunction. Although the motion technically sought an order to show cause why Respondents should not be held in contempt, the motion also sought relief that the court award damages and attorneys' fees in Debtor's favor against Respondents. The purpose of an order to show cause was to set the matter for hearing, which the court effectively did in setting the matter for hearing at its prior hearing on the motion on July 31, 2018. Debtor alleges in the motion that Respondents violated the discharge injunction by filing an answer in a state court lawsuit initiated by Debtor because the contract on which that lawsuit is based was allegedly rejected or the obligations otherwise discharged in this bankruptcy case. In a civil contempt proceeding for alleged violations of the discharge injunction, a debtor has the burden of proving by clear and convincing evidence that a creditor knowingly and willfully violated the discharge injunction. "The offending creditor acts knowingly and willfully if (1) it knew the discharge injunction was applicable and (2) it intended the actions which violated the injunction." Debtor has not cited any legal authority in support of its proposition that the court has the authority to find a party in civil contempt for filing an answer to a complaint in a lawsuit initiated by the debtor. However, even if a defensive maneuver of answering a complaint could subject a party to contempt sanctions, Debtor has not proven by clear and convincing evidence that Respondents knowingly and willfully violated the discharge injunction. Debtor argues that the Settlement Agreement was an executory contract that was deemed rejected either upon Plan Confirmation or on the Effective Date of the Plan, and that any action by Milner to enforce the Settlement Agreement would violate the discharge injunction. If the Settlement Agreement was not an executory contract, it would not have been deemed rejected, and Milner's attempts to enforce it post-confirmation would not violate the discharge injunction. Alternatively, Debtor argues that the court's Plan Confirmation Order has res judicata effect on Milner's claims, and thus restricting her ability to assert affirmative defenses in her Answer in the State Court Action, because the claims she makes in the Answer could have been asserted in this bankruptcy case pre-confirmation. Neither of Debtor's arguments has merit. Debtor has also made numerous miscellaneous arguments that either have no bearing on the outcome of the Motion or are simply without merit. In sum, the court determines that Debtor has failed to meet its burden of proving by clear and convincing evidence that Respondents knowingly and willfully violated the discharge injunction, and therefore, the court denies the motion. The bankruptcy case is in re: CRYSTAL CATHEDRAL MINISTRIES, Chapter 11, Debtor, Case No. 2:12-bk-15665-RK (Bankr. C.D. Cal.). A copy of the Court's Memorandum Decision dated Nov. 2, 2018 is available at https://bit.ly/2zfk0qX from Leagle.com. Crystal Cathedral Ministries, a California non-profit corporation, Debtor, represented by Kavita Gupta , Gupta Ferrer, LLP, Jeannie Kim -- jkim@buchalter.com -- Buchalter, A Professional Corporation, Douglas L. Mahaffey, Mahaffey Law Group, PC, G. Emmett Raitt, The Raitt Law FIrm, Nanette D. Sanders, Ringstad & Sanders & Marc J. Winthrop -- mwinthrop@wcghlaw.com -- Winthrop Couchot Golubow Hollander, LLP. United States Trustee, U.S. Trustee, represented by Frank Cadigan. Committee of Creditors Holding Unsecured Claims, Creditor Committee, represented by Christopher Minier, Ringstad & Sanders LLP, Todd C. Ringstad & Nanette D. Sanders, Ringstad & Sanders. About Crystal Cathedral Crystal Cathedral filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. 10-24771) on Oct. 18, 2010. The Debtor disclosed $72,872,165 in assets and $48,460,826 in liabilities as of the Chapter 11 filing. Marc J. Winthrop, Esq., at Winthrop Couchot P.C. represents the Debtor. Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the Official Committee of Unsecured Creditors. In November 2011, Crystal Cathedral won Court permission to sell its property to the Roman Catholic Diocese of Orange for $57.5 million. The Diocese beat a rival bid from Chapman University. The sale agreement provides that the congregation will have three years to find new premises. Chapman University, the secular bidder, was the preferred buyer as far as the church members are concerned, because Chapman would allow the ministry to continue to use the main buildings on the premises. It also offered the option of allowing church administrators to buy the property back at a later point. Chapman raised its bid to $59 million, but the Crystal Cathedral board still chose the Diocese. CS360 TOWERS: Unsecureds' Recovery Unknown Under Plan ----------------------------------------------------- Bradly Sharp, in his capacity as trustee for the estate of CS360 Towers, LLC, submitted a Chapter 11 plan and accompanying disclosure statement. Claims filed in this case totaled $21,425,507. Currently, the Trustee estimates that approximately $1,635,864 in secured claims remain and $11,637,368 in general unsecured claims remain. Claims will be paid and the Debtor's remaining assets will be liquidated for the benefit of its creditors. Class 1 - Unsecured Claims (Impaired): Allowed Claims of Unsecured Creditors not entitled to priority but shall be entitled to pro-rata disbursements. Class 2A-Johnsons Parties' Secured Claim (Impaired): Johnson Parties' Secured Claim is based on a promissory installment note. The parties' shall receive monthly interest -only payments to the extent that funds for such payments are available to the Trustee from rental income from the units that serve as collateral for the Parties' secured claims. The Trustee shall sell the units that serve as collateral, out of the sale, the Trustee shall disburse to the Parties the amount owed under Parties' Secured claim. Class 2B - Leo Speckert's Secured Claim (Impaired): The secured claim is based on promissory note. Speckert shall receive monthly interest -only payments to the extent that funds for such payments are available to the trustee from the rental income from the units that serve as collateral for Speckert's Secured Claim . The trustee shall sell the units that serve as collateral for Speckert's Secured Claim and out the sale of that collateral the trustee shall disburse to Speckert the amount owed under Specker's Secured Claim. Class 2C - Passi's Alleged Secured Claim (Impaired): Creditor Mohan Passi and/or Family Trust has asserted a security interest or equitable lien claim against the proceeds traceable to the court-approved estate's settlement with Ronald Elvidge and affiliated or related entities. The trustee believes an adversary proceeding is required in order for the Passi claim to be allowed as lien on those proceeds. Class 4 Claims - Subordinated Unsecured Claim is impaired. This class shall receive a pro rata distribution only if there are funds remaining after all claims in Classes 1, 2A, 2B, 2C and 3 have been paid in full. Class 5 - Mark D. Chisik, Co-Trustee of the Chisick Family Trust's Subordinated Unsecured Claim is impaired. The Class shall receive a distribution on account of his claim only if there are funds remaining after all claims in Classes 1, 2A, 2B, 2C, 3 and 4 have been paid in full. Class 6 Claims - Membership Interest Holders is impaired. Each membership interest holder (the Debtor's three Shareholders) shall receive a pro rata distribution (based on their percentage membership interest in the Debtor) only if there are funds remaining after all claims in Classes 1, 2A, 2B, 2C, 3, 4 and 5 have been paid in full. The plan will pay claims pro rata and the Debtor will be liquidated. The creditors can note that the amount of cash on hand (made up of cash in the bank, plus additional net sale proceeds from upcoming unit sales) will be distributed pro-rata. A full-text copy of the Disclosure Statement dated November 14, 2018, is available at: http://bankrupt.com/misc/caeb18-1720731-507.pdf About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. The Debtor tapped Stephan M. Brown, Esq., at the Bankruptcy Group, P.C., as counsel. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N Street, Sacramento, California, and various claims and causes of action. The Chapter 11 Trustee is represented by Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento, California. CURAE HEALTH: Progressive Buying Panola Hospital for $2.5 Million ----------------------------------------------------------------- Curae Health, Inc., and affiliates ask the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the bidding procedures in connection with the sale of Panola Medical Center to Progressive Medical Management of Batesville, LLC or its designee for $2.5 million, subject to overbid. The Panola Hospital is a 112-bed acute care hospital and related healthcare operations and facilities located in Batesville, Mississippi, owned and operated by Debtor Batesville Regional Medical Center, Inc. After exploring their alternatives, the Debtors have determined in their business judgment that the sale of the Panola Hospital is in the best interests of their chapter 11 estates and their creditors. Since the Petition Date, the Debtors and their professionals have engaged in extensive marketing of the Panola Hospital. As a result of this marketing process, the Debtors have identified the Proposed Stalking Horse as the prospective purchaser with the current best and highest offer for the Panola Hospital, which includes a $2.5 million cash component plus assumption of certain liabilities and a working capital adjustment as set forth more specifically in the Panola APA . The Debtors intend to continue market-testing the Initial Bid to determine whether higher or better offers for the Panola Hospital can be obtained. The Debtors and the Proposed Stalking Horse have negotiated the terms of the asset purchase agreement for the Panola Hospital, which sets forth the Proposed Purchased Assets to be sold. The Panola APA contains certain protections negotiated between the Proposed Stalking Horse and the Debtors to incentivize and compensate the Proposed Stalking Horse for continuing to expend money, time, and effort in connection with purchasing the Panola Hospital, notwithstanding that the Initial Bid will be subjected to higher or better offers. The key terms of the Panola APA are as follows: a. Purchase Price: $2.5 million cash component, plus certain adjustments as set forth more specifically in the Panola APA b. Proposed Purchased Assets: Substantially all assets and operations of the Panola Hospital c. Closing Date: Jan. 31, 2019 or the date on which the Proposed Stalking Horse obtains regulatory approval to operate the Panola Hospital, whichever is later d. Break-up Fee: $100,000 or 4% of the cash component of the Initial Bid e. Minimum Initial Overbid: $2.65 million In addition, the Debtors and the Proposed Stalking Horse have negotiated the Bidding Procedures to enable the Debtors to continue to market the Panola Hospital for sale, qualify additional bidders, govern submission of competing bids, and establish a date and location to conduct an auction for the Panola Hospital. Once a party is determined to be the successful bidder at the auction, the Debtors will then request final approval from the Court for the sale (free and clear of all liens, claims, and encumbrances, which all such liens, claims, and encumbrances attaching to the proceeds of such sale in the same order of validity, priority, and enforceability) to the successful bidder on such terms as may be agreed upon by the Debtors and the successful bidder. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 11, 2018 at 5:00 p.m. (PCT) b. Initial Bid: If the Proposed Stalking Horse's Initial Bid is the Baseline Bid, the initial overbid will exceed the Baseline Bid by $150,000. If the Baseline Bid is a Qualified Bid submitted by a Qualified Bidder other than the Proposed Stalking Horse, the initial overbid will exceed the Baseline Bid by $100,000. c. Deposit: 10% of the aggregate Purchase Price of the Bid d. Auction: The Auction will take place at 9:00 a.m. (PCT) Dec. 14, 2018, at the offices of Polsinelli PC, in Nashville, Tennessee, or such later date and time as selected by the Debtors. e. Bid Increments: $100,000 f. Sale Hearing: Jan. 8, 2019 g. Objection Deadline: Jan. 2, 2019, at 5:00 p.m. (PCT) h. Any Qualified Bidder who has a valid, perfected, and undisputed lien on any of the Proposed Purchased Assets and the right and power to credit bid claims secured by such liens, will have the right to credit bid all or a portion of the value of such Secured Creditor's claims. The Panola APA provides that certain executory contracts and unexpired leases will be assumed and assigned, as part of the transaction contemplated by the Panola APA. On Nov. 30, 2018, the Debtors will serve the Assumption Notice, on all Assumption Notice Parties. A copy of the Panola APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Curae_Health_401_Sales.pdf A hearing on the Motion is set for Nov. 27, 2018 at 11:00 a.m. The objection deadline is Nov. 20, 2018. The Purchaser: PROGRESSIVE MEDICAL MANAGEMENT OF BATESVILLE, LLC Attn: Quentin Whitwell 800 College Hill Road, Suite 5201 P.O. Box 2547 Oxford, MS 38655 About Curae Health Curae Health is a 501(c)(3) not-for-profit health system formed to address the needs of rural healthcare. Focusing on rural community hospitals in the Southeastern US, Curae collaborates with medical staff and communities to add new services and upgrade the facilities, alleviating the need for patients to travel long distances for their healthcare needs. On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665). Curae Health estimated $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. The cases are assigned to Judge Charles M. Walker. The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory & Capital Group LLC, as financial advisors; Egerton McAfee Armistead & Davis, P.C., as special counsel; Morgan Stanley as investment banker; and BMC Group, Inc., as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 6, 2018. The committee tapped Sills Cummis & Gross P.C. as its legal counsel. CYPRESS URGENT: Seeks Approval of Chapter 11 Plan Outline --------------------------------------------------------- Debtors, Cypress Urgent Care, Inc. (CUC) and Laguna-Dana Urgent Care, Inc. (LDUC), ask the U.S. Bankruptcy Court for the Central District of California to issue an order approving the adequacy of their first amended disclosure statement explaining their Chapter 11 plan of reorganization. As of the Petition Date, CUC owed the lessor, Warland, $8,887.78 on account of past-due rent. CUC has remained current on its rental obligations following the Petition Date. Likewise, LDUC remained current on its obligations under the LDUC Lease and otherwise complied with the terms of $11,761.00 per month, which is subject to annual increases of three percent (3%), plus a pro rata share of the common area operating expenses. Based on the plan, the Debtors have attempted to ensure that the information in the Disclosure Statement is complete and accurate to the best of their knowledge, information, and belief. The Disclosure Statement is available at: http://bankrupt.com/misc/cacb17-bk-13089-101.pdf The Debtors are represented by: Ashley M. McDow,Esq. Fahim Farivar, Esq. FOLEY & LARDNER LLP 555 S Flower St. #3300 Los Angeles, CA 90071 Tel: 213.972.4500 Fax: 213.486.0065 Email: amcdow@foley.com ffarivar@foley.com About Cypress Urgent Care Cypress Urgent Care, Inc. (CUC) and Laguna-Dana Urgent Care, Inc. (LDUC), operators of urgent care clinic, filed voluntary Chapter 11 petitions on August 2, 2017, with the U.S. Bankruptcy Court for the Central District of California. The cases are jointly administered under Lead Case 17-13089. Judge Theodor Albert is assigned to the case. On February 26, 2018, the U.S. Trustee appointed Tamar Terzian as the successor Ombudsman. D&J FITNESS: Taps Richards Mitchell as Accountant ------------------------------------------------- D&J Fitness West, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Richards, Mitchell & Cross, P.A. as its accountant. The firm will provide tax advice and accounting services to the Debtor, including the filing of tax returns. Steven Richards, a certified public accountant employed with Richards Mitchell, disclosed in a court filing that he does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Steven Richards Richards, Mitchell & Cross, P.A. 2123 Centre Pointe Blvd. Tallahassee, FL 32308 Telephone: (850) 386-2522 / (850) 425-1040 Fax: (850) 386-6955 Email: srichards@rmc-cpas.com About D&J Fitness West D&J Fitness West, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40545) on Oct. 9, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Karen K. Specie. The Debtor tapped Bruner Wright P.A. as its legal counsel. DALLAS BARBECUE: Allowed to Use Cash Collateral on Interim Basis ---------------------------------------------------------------- The Hon. Harlin DeWayne Hale of the United States Bankruptcy Court for the Northern District of Texas authorized Dallas Barbecue, LLC, Garland Barbecue #1 LLC, and Farmers Branch Barbecue, LLC to use cash collateral on an interim basis to finance their operations. The Debtors are authorized to use the cash collateral and proceeds in which Liftforward, Inc., Sysco Corporation, BBCN Bank, Supersonic Funding, and Dickeys Capital Group assert interest in accordance with the provisions in the Budget. As adequate protection, the Secured Creditors are granted replacement liens co-existent with their pre-petition liens, under 11 U.S.C. Section 552, in after acquired property of the estate. A copy of the Order is available at: http://bankrupt.com/misc/txnb18-33509-14.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. DEMERX INC: Seeks to Hire CoSud as IP Counsel --------------------------------------------- DemeRx, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire CoSud Intellectual Property Solutions PC as its special counsel. The firm will handle all matters related to the Debtor's intellectual property including its existing domestic patent and trademark applications and registration. The Debtor proposes to pay the firm an advance retainer of $15,000, and make a monthly payment of $7,500 for its fees and costs. Henry Coleman, Esq., at CoSud, disclosed in a court filing that he and his firm neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Henry D. Coleman, Esq. CoSud Intellectual Property Solutions PC 15 Chester Avenue White Plains, NY 10601 Tel: (203) 366-3560 Fax: (203) 335-6779 About DemeRx Inc. DemeRx, Inc., is a pharmaceutical research and development company headquartered in Miami, Florida. DemeRx sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14149) on April 9, 2018. In the petition signed by CEO Deborah C. Mash, Ph.D, the Debtor disclosed $24.88 million in assets and $2.06 million in liabilities. Judge Robert A. Mark presides over the case. The Debtor hired Aaronson Schantz Beiley P.A. as its legal counsel, and Halloran Farkas & Kittila, LLP, as its special counsel. The Debtor filed its proposed Chapter 11 plan and disclosure statement on August 20, 2018. DESERT LAND: Juniper Objects to Disclosure Statement ---------------------------------------------------- Desert Land, LLC, and its affiliates collectively own a 38.5 acre assemblage of real property parcels across from the Mandalay Bay resort and casino. The Debtors have been attempting to sell their real property assets for fifteen years. The Debtors want another year (which would be their 16th year) to market their property. Everyone wants the Debtors to sell those assets. But Juniper Loan Servicing Corporation does not want to continue waiting while the Debtors' management holds out for a sale that benefits them personally, the creditor said in papers filed with the Bankruptcy Court. According to Juniper, the biggest problem is that the Debtors have overvalued the property (as shown by their failure to close a sale). Another big problem is that the Debtors insist on selling all of their properties as a single 36.8 acre unit, instead of selling them in smaller parcels, the creditor points out. Juniper believes that its collateral should be sold separately. There are far more potential buyers for a 9-acre property on the Las Vegas strip than there are for a 36.8 acre property. Juniper complains that among other problems, the Debtors' plan is not confirmable on its face. It is not feasible and violates the absolute priority rule. So the Court should not approve the disclosure statement. The Plan provides for no payment to Juniper until the Debtors’ properties are sold. Thus "[t]he Plan appears unconfirmable on its face because . . . there is no deadline for paying secured creditors' claims, so theoretically creditors could be forced to wait 100 years before receiving any payment," Juniper says in court papers. Accordingly, Juniper asks the Court not to approve the disclosure statement. Counsel for Juniper: Justin J. Henderson, Esq. Lewis Roca Rothgerber Christie LLP 3993 Howard Hughes Parkway, Suite 600 Las Vegas, Nevada 89169 Telephone: 602.262.5738 Facsimile: 602.734.3937 Email: jhenderson@lrrc.com About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. Desert Land and its affiliates sought and obtained the conversion of the case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. DESERT LAND: Sher Creditors Object to Disclosure Statement ---------------------------------------------------------- The Sher Creditors object to the Disclosure Statement filed by Debtors Desert Land, LLC, and its affiliates. The Debtors’ assets consist principally of a 38.475 assemblage of developed and undeveloped real property which latter have been unwilling and/or unable to sell for over a decade. The Plan is premised on the sale of all of the Debtors' assets with aggregate appraised value of $460,000,000 that would pay its creditors. The creditor state that the Debtors must provide an estimation of value for the assets owned by each estate and the basis for such estimation. Only with this disclosure can creditors make a proper assessment of the feasibility and fairness of the Plan. The Debtor has proposed a Plan that cannot be confirmed because according to the creditor, it impermissibly provides for the release of third parties, it violates the absolute priority rule, and it substantively consolidates the Debtors' estates, the creditor tells the Court. The creditor asserts that the Debtors fail to disclose the risks inherent in the sale process, namely that if the Property goes to auction, it may be that only the secured creditors will receive any recovery through the exercise of their credit bids. The creditor complains that the Debtors have provided no information about their operations post-confirmation, namely how they will sustain their sale efforts and pay expenses. Creditors cannot assess whether their claims will be diminished unnecessarily over the period of time proposed until the Property is sold. Thus, disclosure of this information is necessary. Section 1125(a)(1) of the Bankruptcy Code requires the Debtors to provide a Disclosure Statement containing "adequate information" that would allow a creditor to make an informed decision to vote to accept or reject Debtors' proposed Joint Plan, but the Debtors' Disclosure Statement lacks a number of these necessary components, the creditor points out. Accordingly, the Sher Creditors request the Court to deny approval of the Disclosure Statement based on the fact that the Joint Plan is unconfirmable. Attorneys for the Sher Creditors: Michael N. Feder, Esq. Joel Z. Schwarz, Esq. Gabriel Blumberg, Esq. DICKINSON WRIGHT PLLC 8363 West Sunset Road, Suite 200 Las Vegas, Nevada 89113-2210 Tel: (702) 550-4400 Fax: (844) 670-6009 Email: mfeder@dickinson-wright.com jschwarz@dickinson-wright.com gblumberg@dickinson-wright.com About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. Desert Land and its affiliates sought and obtained the conversion of the case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. DIEBOLD NIXDORF: Egan-Jones Lowers Senior Unsecured Ratings to B- ----------------------------------------------------------------- Egan-Jones Ratings Company, on November 16, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Diebold Nixdorf Incorporated to B- from B. Diebold Nixdorf, Incorporated was founded in 1859 and is based in North Canton, Ohio. The company was formerly known as Diebold, Incorporated and changed its name to Diebold Nixdorf, Incorporated in December 2016. DIFFUSION PHARMACEUTICALS: Has $11 Million in Cash on Hand ---------------------------------------------------------- Diffusion Pharmaceuticals Inc. has $11 million in cash on hand, the company reported in its quarterly report for the period ended Sept. 30, 2018. The Company believes its cash and cash equivalents at Sept. 30, 2018 are sufficient to fund operations through September 2019. The Company recognized $1.2 million in research and development expenses during the three months ended Sept. 30, 2018 compared to $1.8 million during the three months ended Sept. 30, 2017. The decrease in research and development expense was attributable to a $0.3 million decrease in expense related to its Phase 3 GMB trial and a decrease in manufacturing expense of $0.4 million, offset by a $0.1 million increase in salary and wages expense. The decrease in GBM expense was attributable to the fact that the current 8 patient dose escalation phase of the trial is less costly than the startup and implementation costs that were incurred during the three months ended Sept. 30, 2017. General and administrative expenses were $1.6 million during the three months ended Sept. 30, 2018 compared to $1.6 million during the three months ended Sept. 30, 2017. Although overall general and administrative expenses remained flat, there was a $0.2 million decrease in professional fees, offset by an increase in salary and wages expense of $0.2 million. The Company recognized a non-cash goodwill impairment charge of $4.2 million during the three months ended Sept. 30, 2018 as a result of a decrease in our market capitalization during the prior three months. There was no such charge during the three months ended Sept. 30, 2017. Business Update The third quarter and recent weeks featured a number of developments, including approval from the U.S. Food and Drug Administration to enroll patients in an ambulance-based Phase 2 clinical trial testing the Company's lead drug candidate, Trans Sodium Crocinate (TSC), for the treatment of acute stroke. The trial, named PHAST-TSC (Pre-Hospital Administration of Stroke Therapy-TSC), will involve 23 hospitals across urban, suburban, and rural areas in Los Angeles and Central Virginia, working closely with approximately 150 emergency medical transport groups and will be led by researchers at the University of Virginia (UVA) and the University of California Los Angeles (UCLA). TSC, which will be administered while the stroke victim is still in the ambulance, may offer new hope for these patients by increasing the amount of oxygen directed to affected tissue, potentially reducing cell death and improving patient outcomes. Results for the trial will potentially be available in just under two years, subject to receiving necessary funding. The Company is also currently enrolling patients in its Phase 3 INTACT (INvestigation of TSC Against Cancerous Tumors) program, using TSC to target inoperable glioblastoma multiforme (GBM) brain cancer. Phase 2 of the INTACT program had previously seen a nearly four-fold improvement in overall survival for the subset of inoperable patients treated with TSC over the control group of GBM patients at two years. During the third quarter, the Company also appointed William "Bill" Hornung -- an executive with 20 years of experience, including with small, innovative, publicly-traded companies with origins in university research communities -- to the position of chief financial officer. Mr. Hornung previously served as the Company's chief business officer. The Company ended the quarter with $23.6 million in total assets, including cash and cash equivalents of $11.0 million. "At Diffusion, we're building a world-class team of scientists, researchers, and business leaders dedicated to advancing the fight against life-threatening medical conditions in the United States and around the world," said David Kalergis, Chairman and CEO of Diffusion. "While the past quarter has been an exciting time for the Company, we believe that the future is full of even more potential and promise as we continue our scientific efforts and pursue strategic partnerships. We're also looking forward to beginning our FDA approved Phase 2 on-ambulance trial for the treatment of stroke and continuing our advanced efforts to treat patients with GBM brain cancer." "Over the past quarter, Diffusion has maintained our commitment to prudent fiscal management while dedicating resources to advancing our research priorities," said Bill Hornung, chief financial officer of Diffusion. "We believe that due to our existing assets, strong patent protection program, recent regulatory approvals, and continued thought leadership within the business and scientific communities, the Company is well positioned for future success." About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is a clinical-stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead product candidate, trans sodium crocetinate (TSC), for use in the many cancers where tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of SOC treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of SOC treatments without the apparent occurrence of any serious side effects. Diffusion incurred a net loss attributable to common stockholders of $2.61 million in 2017 compared to a net loss attributable to common stockholders of $18.03 million in 2016. As of Sept. 30, 2018, the Company had $23.59 million in total assets, $2.68 million in total liabilities, and $20.90 million in total stockholders' equity. "We have a history of operating losses and expect to continue to incur losses in the forseeable future, which raises substantial doubt about our ability to continue as a going concern," the Company stated in its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2018. "We currently have no sources of revenue and our ability to continue as a going concern is dependent on our ability to raise capital to fund our future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern." On March 2, 2018, Diffusion received a written notice from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company's common stock had closed below $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of such notice, or until Aug. 29, 2018, to regain compliance with the minimum bid price requirement. On Aug. 30, 2018, the Company received a written notice from the Staff providing that, although the Company had not regained compliance with the Minimum Bid Price Rule by Aug. 29, 2018, in accordance with Nasdaq Listing Rule 5810(c)(3)(F), the Staff had determined that the Company is eligible for an additional 180 calendar days from the date of such notice, or until Feb. 25, 2019, to regain compliance with the Minimum Bid Price Rule. DOUGLAS E. PEERY: Debt Owed to Ex-Wife Nondischargeable, Ct. Rules ------------------------------------------------------------------ In the case captioned DOUGLAS E. PEERY, Plaintiff, v. MEGAN ESCOBAR, Defendant, Adversary Case No. 4:18-ap-00064-BMW (Bankr. D. Ariz.), Bankruptcy Judge Brenda Moody Whinery granted Defendant Megan Escobar's motion for summary judgment and denied Douglas Peery's motion for partial summary judgment. In her motion, Ms. Escobar asked the Court to determine that certain debt is non-dischargeable. In his Motion for PSJ the Plaintiff asks the Court to find that the debt is dischargeable. Both parties have requested attorneys' fees. In order to establish that a debt is non-dischargeable pursuant to section 523(a)(15), the non-debtor party must establish by a preponderance of the evidence: "(1) that the debt in question is owed to a former spouse of the debtor; (2) that the debt is not a support obligation within the meaning of section 523(a)(5); and (3) that the debt was incurred in the course of a divorce or separation or in connection with a separation agreement, divorce decree, or other order of a court of record." Based on the undisputed facts and the representations of the parties' in the pleadings, two of the three elements required to establish that the debt is non-dischargeable under section 523(a)(15) are clearly satisfied. First, it is undisputed that the Debtor is Ms. Escobar's former spouse. Second, the Divorce Decree determined that neither party was entitled to nor awarded spousal maintenance, the parties explicitly acknowledged in the Marital Settlement Agreement that the Promissory Note at issue is not a domestic support order, and the parties agree in their pleadings that the debt is not a domestic support obligation. The only remaining issue is whether the debt was "incurred by the [D]ebtor in the course of a divorce or separation or in connection with a separation agreement, divorce decree or other order of a court of record[.]" The debt was initially incurred by Ventura-Pacific Development, Inc. in 2011, before Ms. Escobar and the Debtor were married. Though the debt was initially commercial in nature given that it was incurred by VPD to purchase Ms. Escobar's shares of VPD, the nature of the debt changed over time. The obligation to pay the debt became the Debtor's in 2012, after the parties were married but before the parties were divorced, by virtue of the Addendum, which was executed on the same day the parties executed their (Post) Nuptial Agreement. The Promissory Note at issue and the Debtor's personal obligation to pay off the Promissory Note were not only incorporated into the parties' (Post) Nuptial Agreement but were also incorporated into the parties' Marital Settlement Agreement, which was in turn incorporated into the parties' Divorce Decree. The Marital Settlement Agreement also imposed an additional obligation on the Debtor to secure the Promissory Note with a life insurance policy naming Ms. Escobar as the beneficiary. Given the fact that the Divorce Decree explicitly incorporates the obligation owed under the Promissory Note as secured in the Marital Settlement Agreement, the Court reads the language of section 523(a)(15) as sufficiently broad to find that this debt was incurred in connection with the parties' Divorce Decree. The third prong under section 523(a)(15) is therefore satisfied. The Court finds and concludes that Ms. Escobar is entitled to summary judgment as a matter of law pursuant to 11 U.S.C. section 523(a)(15) and the debt owed to her by Debtor is non-dischargeable. The request for attorneys' fees is denied without prejudice for Ms. Escobar to supplement. Given the ruling that the debt is nondischargeable pursuant to 11 U.S.C. section 523(a)(15), the Debtor's Motion for Partial Summary Judgment is moot and therefore denied. The bankruptcy case is In re: DOUGLAS E. PEERY, Chapter 11 Proceeding, Debtor, Case No. 4:17-bk-13595-BMW (Bankr. D. Ariz.), A copy of the Court's Ruling dated Nov. 1, 2018 is available at https://bit.ly/2S5LWEC from Leagle.com. DOUGLAS E PEERY, Plaintiff, represented by ANDREW A. HARNISCH -- AHarnisch@maypotenza.com -- MAY POTENZA BARAN & GILLESPIE, PC. MEGAN ESCOBAR, Defendant, represented by CHERYL K. COPPERSTONE, LAW OFFICE OF CHERYL K. COPPERSTONE. DTV INC: Taps Buckley King as New Legal Counsel ----------------------------------------------- DTV Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Buckley King, LPA as its new legal counsel. Buckley King will substitute for Dahl Law LLC, the firm initially tapped by the Debtor to represent it in its Chapter 11 case. The services to be provided by Buckley King include advising the Debtor regarding its duties under the Bankruptcy Code; preparing a plan of reorganization; assisting the Debtor in the negotiation and documentation of financing agreements, debt restructuring and related transactions; and advising the Debtor regarding any potential sale of its assets. Buckley King charges these hourly fees: Harry Greenfield $485 Jeffrey Toole $375 Heather Heberlein $250 Heather Heberlein, Esq., at Buckley King, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heather E. Heberlein, Esq. Buckley King LPA 1400 Fifth Third Center 600 Superior Avenue, East Cleveland, OH 44114 Telephone: (216) 363-1400 Facsimile: (216) 579-1020 Email: heberlein@buckleyking.com About DTV Inc. Operating for 55 years, DTV Inc. is a retail store with one location, in Mayfield Heights, doing business as Danny Vegh's Home Entertainment, selling pool tables, ping-pong tables, and furniture, among other things. DTV Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ohio Case No. 18-14052) on July 8, 2018. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on Sept. 4, 2018. The committee hired Hahn Loeser & Parks LLP as its legal counsel. DURO DYNE: March 6 Plan Confirmation Hearing -------------------------------------------- The Bankruptcy Court has approved the second amended disclosure statement explaining Duro Dyne National Corp., et al.'s Chapter 11 plan. Confirmation Hearing will be held on March 6, 2019 at 10:00 a.m. (ET). Any objections to confirmation of the Plan or any proposed modifications of the Plan must be filed with the Court on or before February 8, 2019 at 4:00 p.m. (ET). The Plan is predicated upon the principal terms and conditions of a comprehensive compromise and settlement between: (a) the Debtors; (b) Randall Hinden, Wendy Hinden, Irene Hinden, David Brett Krupnick, Lindsay Jill Trant, Tobey Hinden Parker Geller, Joshua Blumenthal, Jessie Geller Cawley, Abby Beth Wein, Hayley Rebekah Geller, and Max Hinden; (c) Duro Dyne Canada, Inc., 4 Site LLC, Rize LLC, Rize Enterprises Canada Inc., Pro4ma LLC, Pro4ma II LLC, Foma LLC, ISWR Ohio LLC, Duro Dyne Spence LLC, The Irene Lee Hinden Trust, The Wendy Lynn Geller Trust, The Randall Scott Hinden Trust, The Hinden Grandchildren Trust, the estate of Sheryl Blumenthal, and the trusts created under the will of Sheryl Blumenthal; (d) the law firms that were members of the Ad Hoc Committee, which represent clients holding present claims against one or more of the Debtors for asbestos-related personal injury or wrongful death; and (e) Pre-Petition Future Claimants' Representative. Pursuant to the Plan, a trust will be established that satisfies Section 524(g) and other applicable provisions of the Bankruptcy Code. The Plan will provide for the issuance, on the Effective Date and on condition of the delivery of the Trust Funding of a permanent injunction channeling all Asbestos Claims and Demands to the Trust in accordance with Section 524(g). The Asbestos Trust will assume sole responsibility to process, resolve, and pay all Asbestos Claims and Demands, in accordance with the Plan and the Plan-related documents. Pursuant to the Plan, the Asbestos Trust will be funded by: 1. a cash contribution by the Debtors in the amount of $7,500,000, to be made on the Effective Date, and made available through an asset-based lending facility to be provided by Bank of America, N.A. which will be secured by a first lien on substantially all assets of the Reorganized Debtor; 2. a cash contribution by or on behalf of the Hinden Family Members and the Hinden Family Entities in the total amount of $3,000,000, to be made on the Effective Date; 3. the Trust Note in the original principal sum of $13.5 million to be delivered on the Effective Date, together with all liens, security interests, and collateral securing payment of and performance under the Trust Note; 4. the Earn Out Amount in the amount of $2 million to be paid in accordance with Article VII L hereof; and, 5. an assignment and contribution by the Debtors of all rights to insurance coverage responsive or potentially responsive to asbestos personal injury claims, and any and all proceeds of or from such rights, regardless of whether such rights and proceeds arise or result from insurance policies, settlement agreements, or other insurance-related agreements. Solely for the purpose of voting on the Plan in accordance with Bankruptcy Rule 3018(a), and not for the purpose of allowance of, or distribution on account of a Claim, and without prejudice to the Debtors' rights in any other context, North River Insurance Company shall be temporarily allowed a Class 6 Claim in the amount of $1,036,135.95, and Hartford Accident and Indemnity Company shall be temporarily allowed a Class 6 Claim in the amount of $992,435.32. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/y7ugarna from PacerMonitor.com at no charge. Counsel for Debtors: Kenneth A. Rosen, Esq. Jeffrey D. Prol, Esq. LOWENSTEIN SANDLER LLP One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 The Asbestos Committee is composed of: (1) Eugene F. Sromek Counsel: Constantine P. Venizelos, Esq. Kelley & Ferraro, LLP Ernest & Young Tower 950 Main Avenue, Suite 1300 Cleveland, OH 44113 Tel.: (216) 575-0777 Fax: (216) 575-0799 (2) Robert Envall (Co-Chairperson) Counsel: Bryn Gallagher Letsch, Esq. Brayton Purcell, LLP 222 Rush Landing Road Novato, CA 94948 Tel.: (415) 898-1555 Fax: (415) 898-1247 (3) Donald Kurtzer (Co-Chairperson) Counsel: Kathy Byrne, Esq. Cooney & Conway 120 N. LaSalle Street, 30th Fl. Chicago, IL 60602 Tel.: (312) 236-6166 Fax: (312) 236-3029 (4) Joseph Barna Counsel: Joseph Belluck, Esq. Belluck & Fox, LLP 546 Fifth Avenue, 4th Floor New York, NY 10036 Tel.: (212) 681-1575 Fax: (212) 681-1574 (5) Wendell Betts Counsel: Matthew Peterson, Esq. Simmons Hanly Conroy One Court Street Alton, IL 62002 Tel.: (618) 259-2222 Fax: (618) 259-2251 Counsel for Asbestos Claimants Committee: James P. Wehner, Esq. Jeffrey A. Liesener, Esq. Caplin & Drysdale, Chartered One Thomas Circle, N.W. Washington, DC 20005 Tel.: (202) 862-5000 Fax: (202) 429-3301 Email: jwehner@capdale.com jliesemer@capdale.com About Duro Dyne National Corp. Founded in 1952 by Milton Hinden, Duro Dyne National Corp. and its affiliates are manufacturers of sheet metal accessories and equipment for the heating, ventilating, and air conditioning (HVAC) industry. In addition, they also engage in the research and development of HVAC products. Duro Dyne National Corp. is a holding company whose primary asset is all of the issued and outstanding capital stock of the other Debtors. Duro Dyne is owned by members of the Hinden family and various trusts for the benefit of Hinden family members. Duro Dyne National and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 18-27963) on Sept. 7, 2018. In the petition signed by CEO Randall Hinden, Duro Dyne National estimated assets of $10 million to $50 million and total estimated debt of $10 million to $50 million. The Hon. Michael B. Kaplan is the case judge. Lowenstein Sandler LLP, led by Kenneth A. Rosen, and Jeffrey D. Prol, serves as counsel to the Debtors. Getzler Henrich & Associates LLC, is the financial advisor. On Oct. 17, 2018, Lawrence Fitzpatrick was appointed as representative for future asbestos claimants. Mr. Fitzpatrick tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. EAT FIT GO HEALTHY: Seeks 90-Day Plan Exclusivity Extension ----------------------------------------------------------- Eat Fit Go Healthy Foods, LLC, and its debtor-affiliates request the U.S. Bankruptcy Court for the District of Nebraska for a 90-day extension of the exclusive periods within which only the Debtor may file and solicit acceptance of a plan. The Debtors assert that this case involves 10 debtors with intertwined operations and obligations -- each Debtor is a legally separate entity. With the exception of Eat Fit Go Healthy Foods-Omaha, LLC, each of the other Debtors is a wholly-owned subsidiary of parent Eat Fit Go Healthy Foods, LLC. Each Debtor plays a unique role in each of their ongoing operations, be it as a manager of operations, corporate store, corporate kitchen, or leaseholder. Since the Petition Date, the Debtors have undertaken substantial steps to identify and eliminate non-profitable operations, including shutting down operations in Georgia, Arizona, and closing several stores in Iowa, Nebraska, Kansas, and Missouri. Now that Debtors has streamlined their loss profitable business operations, the Debtors will be pursuing a sale process coupled a plan of reorganization. The Debtors will soon be seeking permission to retain a third party marketing company and appropriate motions to sell their remaining operations as a going concern. Given the clear path forward, the Debtors require time to negotiate with its various credit constituents. The Debtors are seeking exclusivity extension in good faith, predicated on reaching resolution as to the scope and amount of the Debtors' obligations to all creditors. About Eat Fit Go Healthy Foods Founded in 2015, Eat Fit Go Healthy Foods, LLC, offers a one-stop shopping where a customer can purchase breakfast, lunch, dinner, and snacks that are pre-cooked, pre-portioned, ready-to-eat meals. Eat Fit Go Healthy Foods and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case Nos. 18-81121 to 18-81130) on July 31, 2018. In the petitions signed by CEO Jenifer Cain, each debtor estimated $500,000 to $1 million in assets and liabilities. Judge Thomas L. Saladino presides over the cases. EGALET CORP: Reports Financial Results for Third Quarter 2018 ------------------------------------------------------------- Egalet Corporation (Nasdaq: EGLT) ("Egalet"), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and marketing innovative treatments for pain, on Nov. 19, 2018, reported financial results for the third quarter ended Sept. 30, 2018 including results from commercial products: SPRIX(R) (ketorolac tromethamine) Nasal Spray and OXAYDO(R) (oxycodone HCI, USP) tablets for oral use only –CII. "In the third quarter, we grew our commercial products and had the highest revenue for any quarter since we acquired SPRIX and licensed OXAYDO in January 2015," said Bob Radie, president and chief executive officer of Egalet. "For the remainder of the year, we are focused on continuing to grow SPRIX and OXAYDO revenues and working toward the anticipated first quarter 2019 closing of our previously-announced acquisition and financial restructuring." 2018 Third Quarter Financial Results * Cash Position: As of September 30, 2018, Egalet had cash, marketable securities and restricted cash totaling $50.6 million. * Net Product Sales: There were net product sales of $8.2 million for the three months ended September 30, 2018 compared to $6.7 million for the same period in 2017. Net product sales for the three months ended September 30, 2018 consisted of $6.1 million for SPRIX Nasal Spray, $1.9 million for OXAYDO and $174,000 for ARYMO ER. Net product sales for the three months ended September 30, 2017 consisted of $5.0 million for SPRIX Nasal Spray, $1.4 million for OXAYDO and $208,000 for ARYMO ER. Due to the adoption of ASC 606 on January 1, 2018, net product sales for the three months ended September 30, 2017 reflected prescriptions dispensed to patients and net product sales for the three months ended September 30, 2018 reflected shipments to customers. * Cost of Sales (excluding product rights amortization): Cost of sales was $1.8 million for the three months ended September 30, 2018 and $1.2 million for the same period in 2017. Cost of sales for SPRIX Nasal Spray, OXAYDO and ARYMO ER for the three months ended September 30, 2018 reflects the average cost of inventory shipped to wholesalers and specialty pharmaceutical companies during the period. Cost of sales for SPRIX Nasal Spray and OXAYDO for the three months ended September 30, 2017 reflects the average cost of inventory produced and dispensed to patients in the period. Cost of sales for ARYMO ER for the three months ended September 30, 2017 includes the portion of inventory produced after the FDA approval of ARYMO ER in January 2017. The portion of inventory produced before the FDA approval of ARYMO ER was recorded in research and development expense in prior periods. * G&A Expenses: General and administrative expenses were $5.6 million for the three months ended September 30, 2018 compared to $6.8 million for the same period in 2017. The decrease in the period was due to a decrease in post-marketing study fees and salary expense as well as decreases in administrative and consultant fees incurred in the three months ended September 30, 2018. * S&M Expenses: Sales and marketing expenses were $7.9 million for the three months ended September 30, 2018 compared to $8.8 million for the same period in 2017. * R&D Expenses: Research and development expenses were $1.0 million for the three months ended September 30, 2018 compared to $2.1 million for the same period in 2017. The decrease was driven by a reduction in clinical studies expense of $1.1 million in the three months ended September 30, 2018. * Restructuring and Other Charges: Restructuring and other charges of $13.9 million for the three months ended September 30, 2018 reflect costs related to the discontinuation of ARYMO ER of $8.2 million, a charge related to the termination payment to Halo Pharmaceuticals of $3.1 million and legal fees incurred in the three months ended September 30, 2018 related to the filing of the Chapter 11 Cases of $2.6 million. Restructuring and other charges of $3.0 million for the three months ended September 30, 2017 reflect costs related to Egalet's expense reduction plan announced in August 2017 to decrease the operating expenses that did not directly support the growth of Egalet's commercial business. * Change in Fair Value of Warrant Liability and Derivative Liability: During the three months ended September 30, 2018, Egalet recognized a change in the fair value of its derivative liabilities of $4.0 million. The change in fair value of the derivative liability is due primarily to the changes in the value of Egalet's common stock during the three months ended September 30, 2018. * Interest Expense: Interest expense for the three months ended September 30, 2018 was $32.9 million compared to interest expense of $4.7 million for the same period in 2017. The increase was driven primarily by the acceleration of the amortization of the debt discounts related to our 5.50% Notes, 6.50% Notes and 13% Notes. * Net Loss: Net loss for the three months ended September 30, 2018 was ($51.2 million), or ($0.93) per share, compared to a net loss of ($18.9 million), or ($0.46) per share for the same period in 2017. Recent Announcement On October 31, 2018, Egalet announced it had entered into an asset purchase agreement to acquire four marketed products from Iroko Pharmaceuticals, Inc. ("Iroko"). If consummated, the proposed transaction will enable Egalet to focus on marketing predominantly non-narcotic pain products. To facilitate this transaction and reorganize Egalet's capital structure, Egalet has initiated proceedings under Chapter 11 of the United States Bankruptcy Code in the District of Delaware. As part of its restructuring, Egalet has filed a plan of reorganization that is supported by a majority in dollar amount of all classes of Egalet's debt holders. Additional information on the transaction and filing is contained in a report on Form 8-K filed with the Securities and Exchange Commission. 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. EMBA TRANSPORTATION: Case Summary & 11 Unsecured Creditors ---------------------------------------------------------- Debtor: EMBA Transportation, Inc. 2420 Kinmor Industrial Parkway Conyers, GA 30012 Business Description: EMBA Transportation, Inc., headquartered in Conyers, Georgia, is a privately held company in the general freight trucking industry. Chapter 11 Petition Date: November 6, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-68814 Judge: Hon. Wendy L. Hagenau Debtor's Counsel: Will B. Geer, Esq. WIGGAM & GEER, LLC 50 Hurt Plaza, SW, Suite 1245 Atlanta, GA 30303 Tel: (678) 587-8740 Fax: (404) 287-2767 Email: wgeer@wiggamgeer.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Elmir Kocan, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-68814.pdf EMC HOTELS: Has Final Authority to Use Hapoalim Cash Collateral --------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Fred Stevens, the Chapter 11 trustee of EMC Hotels and Resorts LLC, to use the cash collateral of Bank Hapoalim B.M. in a manner consistent with the terms and conditions of the Final Order. Pursuant to the Final Order, the Debtor may use the cash collateral solely to pay the ordinary, necessary and reasonable expenses of operating its business exclusively in accordance with and subject to the Budget. The Debtor's actual disbursements for any given month during the Interim Period will not exceed the sum of 110% of the disbursements projected for the Budget. The Debtor is indebted to Bank Hapoalim in the principal sum of not less than $17,471,379 pursuant to that certain Loan Agreement and Mortgage between Bank Hapoalim and the Debtor. Interest, attorneys' fees and other costs and expenses in connection with the Loan and the Mortgage had accrued and continue to accrue. As of July 20, 2018, the Obligations, inclusive of interest and attorneys' fees, totaled approximately $18,615,000. The Prepetition Obligations are secured by, among other documents, the Mortgage, under which the Debtor granted to Bank Hapoalim a security interest in, among other things, (i) all income, rents, room rates, issues, profits, revenues, deposits and other benefits from the Mortgaged Property and (ii) all Chattel Paper, Accounts, Letter of Credit Rights, Documents, Inventory and Instruments. On account of the Trustee's use of the cash collateral, the adequate protection provided to Bank Hapoalim in the Emergency Interim Order and the Second Interim Order, to the extent provided in those orders, will continue including, but not limited to: A. Subject to the Carve-Out, Bank Hapoalim has additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security interests in and liens on all property, whether now owned or hereafter acquired or existing and wherever located, of the Debtor and the Debtor's estate, including equity interests in any subsidiaries and non-wholly owned subsidiaries, money, investment property, and causes of action (including causes of action arising under section 549 of the Bankruptcy Code, but excluding all other avoidance actions under Chapter 5 of the Bankruptcy Code and the proceeds thereof), and all products, proceeds and supporting obligations of the foregoing, whether in existence on the Petition Date or thereafter created, acquired, or arising and wherever located. B. The Adequate Protection Liens are junior only to the: (a) the Prepetition Liens, (b) other unavoidable liens, if any, existing as of the Petition Date that are senior in priority to the Prepetition Liens, and (c) the Carve-Out. The Adequate Protection Liens will otherwise be senior to all other security interests in, liens on, or claims against any of the Postpetition Collateral. C. Bank Hapoalim has an allowed administrative expense claim in the Case ahead of and senior to any and all other administrative expense claims in the Case to the extent of any postpetition Diminution in Value. D. The Superpriority Claim is not junior to any claims, except those included in the Carve-Out. E. In addition to, and without limiting, whatever rights to access Bank Hapoalim has under the Prepetition Loan Documents, the Trustee will permit representatives, agents, and employees of Bank Hapoalim to: (i) have access to and inspect the Debtor's assets; (ii) examine the Debtor's books and records, and (iii) to discuss the Debtor's affairs, finances, and condition with the Trustee, the Trustee's advisors and the Debtor's managers. F. Bankruptcy Milestones: (a) No later than October 19, 2018, the Trustee will file with the Court an application seeking authority to retain a broker/sale agent to market the Hotel and related assets, or new equity in the Debtor, for the purpose of selling the Hotel Assets pursuant to section 363 of the Bankruptcy Code or a plan of reorganization. The Trustee will consult Bank Hapoalim in good faith in connection with the selection of the Sale Professional and agreement to the terms of such retention. (b) No later than November 9, 2018, the Trustee with the Sale Professional will have prepared sales and marketing materials and listed the Hotel Assets for sale. (c) No later than January 18, 2019, the Trustee will require the submission of qualified offers to purchase the Hotel Assets. (d) No later than February 1, 2019, the Trustee will select, upon consultation with Bank Hapoalim, the highest and best offer for the Hotel Assets. (e) No later than March 29, 2019, the Trustee will have obtained any necessary Court approval for and consummated the Transaction and repaid Bank Hapoalim's allowed secured claim from the proceeds of the Sale Transaction. (f) The Trustee will provide Bank Hapoalim with a status report and such other updated information relating to all efforts to achieve a Sale Transaction pursuant to the Bankruptcy Milestones as may be reasonably requested by Bank Hapoalim, in form and substance reasonably acceptable to Bank Hapoalim, and will consult Bank Hapoalim in good faith with respect to the sale process. The Trustee's authorization, and Bank Hapoalim's consent, to use cash collateral will terminate on the earliest to occur of: (i) the entry of an order of the Court terminating such right; (ii) the dismissal of the Case or the conversion of the Case to a case under chapter 7 of the Bankruptcy Code; or (iii) the expiration of the Remedies Notice Period following the delivery of a Termination Declaration by Bank Hapoalim, unless the Court has entered an order during such Period prohibiting the exercise of any of the following actions, rights and remedies of Bank Hapoalim. A full-text copy of the Final Order is available at: http://bankrupt.com/misc/nysb18-22932-105.pdf About EMC Hotels and Resorts EMC Hotels and Resorts LLC is the owner of the 133-room Time Nyack Hotel and the real property on which it is located at 400 High Avenue, Nyack, New York. An involuntary Chapter 7 petition (Bankr. S.D.N.Y., Case No. 18-22932) was filed against EMC Hotels and Resorts LLC on June 18, 2018, by alleged creditors Evolve Controls, CJB Asset Management Group LLC, and Consolidated Companies Inc., d/b/a Best Landscape. On July 20, 2018, the Court entered an order granting a motion to convert the Chapter 7 case to a case under Chapter 11 of the Bankruptcy Code. The case is related to EMC Bronxville Metropolitan LLC, f/k/a Metloft Bronxville, LLC, (Bankr. S.D.N.Y. Case No. 18-22963). Judge Robert D. Drain is the case judge. James B. Glucksman at Rattet PLLC is the Debtor's counsel; and Cushman & Wakefield, Inc. as its real estate broker. Fred Stevens was appointed as the estates' Chapter 11 trustee. The trustee tapped Klestadt Winters Jureller Southard & Stevens, LLP, as his general counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC as his financial advisor. EXCELETECH COATING: Dec. 19 Plan, Disclosure Statement Hearing -------------------------------------------------------------- An evidentiary hearing will be held on December 19, 2018, at 10:00 AM in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801, to consider and rule on the disclosure statement explaining the plan of reorganization proposed by Exceletech Coating and Applications, LLC, and any objections or modifications and, if the Court determines that the disclosure statement contains adequate information, to conduct a confirmation hearing including hearing objections to confirmation. Any party desiring to object to the disclosure statement or to confirmation must file its objection no later than seven days before the date of the Confirmation Hearing. The debtor will file a ballot tabulation no later than four days before the date of the Confirmation Hearing. About Exceletech Coating Based in Clermont, FL, Exceletech Coating & Applications, LLC, is a limited liability company and contractor specializing in the application of coatings and linings to protect structures from attack from chemicals and environmental factors causing corrosion or deterioration of substrate. Exceletech Coating filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-00263) on Jan. 17, 2018, with Cynthia E Lewis, Esq., and James H Monroe, Esq., at James H Monroe PA, serving as legal counsel. The Hon. Karen S. Jennemann is the case judge. No official committee of unsecured creditors has been appointed in the Chapter 11 case. FAIRGROUNDS PROPERTIES: Aurelio Gutierrez Buying Lot 37 for $95K ---------------------------------------------------------------- Fairgrounds Properties, Inc., asks the U.S. Bankruptcy Court for the District of Utah to authorize the private sale of the real property described as Lot 37, Fairgrounds Industrial Park, according to the Official Pat thereof, on file in the Office of the Recorder of Washington County, State of Utah, to Aurelio Gutierrez and/or assigns for $95,000, subject to higher and/or better offers. The prepetition liens existing against the Lot 37, include but are not limited to: (i) unpaid property taxes; (ii) Deed of Trust in favor of Town & Country Bank, recorded Dec. 17, 2008, as entry number 20080048001; and (iii) Deed of Trust in favor of Dakota Aggregate LLC, recorded Feb. 24, 2014, as entry number 20140005359. Linx Commercial Real Estate has marketed the Property for private sale pursuant to a listing agreement dated May 11, 2018. Linx has actively marketed the Property, including Lot 37 for private sale pursuant to industry standards. Subject to Court approval, on Nov. 1, 2018, the Buyer presented a Real Estate Purchase Contract for Land for the purchase of Lot 37 for a purchase price of $130,000. On Nov. 2, 2018, the Debtor accepted the offer. The Buyer has made an earnest money deposit in the amount of $2,500. The other salient terms of the Contract are: a. The sale of Lot 37 is conditioned on the Court's entry of an Order approving the Sale. b. The Settlement and close of the transaction will occur once the Order is entered. c. The Debtor asks that the Court waives the 14-day appeal period. d. The sale of the Property is "as is" with no representation or warranties by the Debtor, except that the Debtor has authority to enter into the Sale Agreement and sell the Property with Court approval and will seek approval of the sale free and clear of liens and interests. e. Authorize a break-up fee in favor of the Buyer of $5,000. In order to induce the Buyer to expend additional time, resources, and uncertainty in submitting a "stalking horse" bid, the Debtor agreed to provide, and to ask the Court's approval of the Break-Up Fee. The Motion asks entry of an order approving the Break-Up Fee, which is comprised of a break-up fee of $5,000 if Lot 37 is sold to a party other than Buyer, provided that the Buyer has not defaulted in any of its material obligations under the Sales Agreement. The proposed sale of Lot 37 is a private sale, and it is anticipated that it will close in accordance with the terms of the Sale Agreement. However, the sale of Lot 37 is subject to higher and/or better offers. The Debtor will consider all written offers for the purchase of Lot 37 made prior to the expiration of the deadline set forth in the Notice of Hearing filed concurrently with the Motion. Whether an offer is a higher and/or better offer will be determined by the Debtor is its sole discretion. Upon closing of the sale, whether to the Buyer or to a person who has submitted a higher and/or better offer, the Debtor will file a Notice of Sale with the Court that provides information typically required under Federal Rule of Bankruptcy Procedure 6004(f). In the event that a higher and/or better offer is received and accepted for the sale of Lot 37, approval of the sale to the Buyer herein will be deemed to be approval of the sale to the person submitting the higher and/or better offer, with the Notice of Sale providing an itemization of amounts obtained by the Debtor, as well as the Break-Up Fee to the Buyer. Following close of the sale of Lot 37, the Debtor anticipates paying from the gross proceeds of the sale the costs of sale, which will include a 6% commission as set forth in the Listing Agreement. The Debtor asks permission to pay (i) all unpaid property taxes from the sale proceeds as they are secured by Lot 37 pursuant to Utah law and (ii) PIB the remainder of the funds after paying costs and taxes. Fairgrounds Industrial Park, LLC has agreed to voluntarily release the deed against Lot 37, and it will remain of record against the rest of the Property with the same rights and priority, if any, as it had on the Petition Date. The Debtor believes that the sale of Lot 37 as set forth in the Sale Agreement is fair, reasonable, and in the best interests of the Debtor and the estate. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Fairgrounds_Properties_99_Sales.pdf The Purchaser: Aurelio Gutierrez and/or assigns 2 W St. George Blvd, Suite 10 St. George, UT 84770 E-mail: ravis@linxcre.com About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FAIRGROUNDS PROPERTIES: Doug Watkins Buying Lot 35 for $130K ------------------------------------------------------------ Fairgrounds Properties, Inc., asks the U.S. Bankruptcy Court for the District of Utah to authorize the private sale of the real property described as Lot 35, Fairgrounds Industrial Park, according to the Official Pat thereof, on file in the Office of the Recorder of Washington County, State of Utah, to Doug Watkins and/or assigns for $130,000, subject to higher and/or better offers. The prepetition liens existing against the Lot 35, include but are not limited to: (i) unpaid property taxes; (ii) Deed of Trust in favor of Town & Country Bank, recorded Dec. 17, 2008, as entry number 20080048001; and (iii) Deed of Trust in favor of Dakota Aggregate LLC, recorded Feb. 24, 2014, as entry number 20140005359. Linx Commercial Real Estate has marketed the Property for private sale pursuant to a listing agreement dated May 11, 2018. Linx has actively marketed the Property, including Lot 35 for private sale pursuant to industry standards. Subject to Court approval, on Oct. 22, 2018, the Buyer presented a Real Estate Purchase Contract for Land for the purchase of Lot 35 for a purchase price of $130,000. On Oct. 24, 2018, the Debtor accepted the offer. The Buyer has made an earnest money deposit in the amount of $2,500. The other salient terms of the Contract are: a. The sale of Lot 35 is conditioned on the Court's entry of an Order approving the Sale. b. The Settlement and close of the transaction will occur once the Order is entered. c. The Debtor asks that the Court waives the 14-day appeal period. d. The sale of the Property is "as is" with no representation or warranties by the Debtor, except that the Debtor has authority to enter into the Sale Agreement and sell the Property with Court approval and will seek approval of the sale free and clear of liens and interests. e. Authorize a break-up fee in favor of the Buyer of $5,000. In order to induce the Buyer to expend additional time, resources, and uncertainty in submitting a "stalking horse" bid, the Debtor agreed to provide, and to ask the Court's approval of the Break-Up Fee. The Motion asks entry of an order approving a break-up fee of $5,000 payable if Lot 35 is sold to a party other than Buyer, provided that the Buyer has not defaulted in any of its material obligations under the Sales Agreement. The proposed sale of Lot 35 is a private sale, and it is anticipated that it will close in accordance with the terms of the Sale Agreement. However, the sale of Lot 35 is subject to higher and/or better offers. The Debtor will consider all written offers for the purchase of Lot 35 made prior to the expiration of the deadline set forth in the Notice of Hearing filed concurrently with the Motion. Whether an offer is a higher and/or better offer will be determined by the Debtor is its sole discretion. Following close of the sale of Lot 35, the Debtor anticipates paying from the gross proceeds of the sale the costs of sale, which will include a 6% commission as set forth in the Listing Agreement. The Debtor asks permission to pay (i) all unpaid property taxes from the sale proceeds as they are secured by Lot 35 pursuant to Utah law and (ii) PIB the remainder of the funds after paying costs and taxes. Fairgrounds Industrial Park, LLC has agreed to voluntarily release the deed against Lot 35, and it will remain of record against the rest of the Property with the same rights and priority, if any, as it had on the Petition Date. The Debtor believes that the sale of Lot 35 as set forth in the Sale Agreement is fair, reasonable, and in the best interests of the Debtor and the estate. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Fairgrounds_Properties_98_Sales.pdf The Purchaser: Doug Watkins and/or assigns 2 W St. George Blvd, Suite 10 St. George, UT 84770 E-mail: ravis@linxcre.com About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FAIRMONT PARTNERS: Sets Bidding Procedures for All Assets --------------------------------------------------------- Fairmont Partners, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the bidding procedures in connection with the sale of substantially all assets to Access Point Financial Inc. or its affiliate for $9.25 million, subject to overbid. The Bid Procedures Hearing was held on Nov. 5, 2018. APF is a secured creditor of the Debtor with a security interest in all or substantially all of the Debtor's property. It asserts a secured claim of more than $10 million. It has made an initial bid, in the form of a credit bid, in the amount of $9.25 million, and has agreed that it will not credit bid more than $10.2 million at any auction that may be held in accordance with the Bid Procedures. The salient terms of the Bidding Procedures are: a. Initial Bid Deadline: Dec. 5, 2018 at 5:00 p.m. (CDT) b. Initial Bid: An amount equal to or greater than the sum of (i) the consideration payable by APF under the Credit Bid, plus (b) cash in an amount equal to $50,000; (ii) not be subject to any financing contingency; contingency relating to the completion of unperformed due diligence, provided that APF waives any such conditions on or prior to the Overbid Deadline; contingency relating to the approval of the overbidder's board of directors or other internal approvals or consents; or any conditions precedent to the overbidder's obligation to purchase the Identified Assets; and (iii) provide that the overbidder will purchase all or substantially all of the Identified Assets c. Deposit: $250,000 d. Auction: In the event Debtor timely receives a conforming Initial Overbid from a prospective purchaser, then the Debtor will conduct an Auction with respect to the sale of the Identified Assets on such date as determined by the Court, at 1:00 p.m., local prevailing time, at the offices of Maples Law Firm, PC, 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama. e. Bid Increments: $50,000 f. Sale Hearing: The Sale Hearing will be conducted upon such date as will be determine by the Court. g. Sale Objection Deadline: Dec. 10, 2018 at 11:30 a.m. (CDT) A schedule of executory contracts and leases that APF intends to purchase along with a list of applicable cure amounts, to the extent known, is attached to the Motion as Exhibit B. The Debtor asks that any counterparty to an Executory Contract that objects to the Sale or the amount of the Cure Amounts must file an objection, upon such date as will be determine by the Court, setting forth the basis for its objection. The objections to the Sale, Cure Amounts, or other matters contemplated will be due no later than 5:00 p.m. (PCT), three business days prior to the final Sale Hearing. A copy of the APA and the Exhibit B attached to the Motion is available for free at: http://bankrupt.com/misc/Alexandria_Investment_161_Order.pdf The sale proposed by the Debtor is in the best interests of the estate and the creditors because it provides for a much larger amount of guaranteed money than simply liquidating the assets would produce. About Fairmont Partners Fairmont Partners, LLC, is a privately held company in Sheffield, Alabama operating in the hotel and lodging industry. Fairmont Partners filed for bankruptcy protection (Banrk. N.D. Ala. Case No. 18-82014) on July 10, 2018. In the petition signed by Willis Pumphrey, Jr., managing member, the Debtor estimated up to $50,000 in total assets and $10 million to $50 million in total liabilities. The Hon. Clifton R. Jessup presides over the case. Maples Law Firm, PC, is the Debtor's counsel. FAYETTE MEMORIAL: Taps Fultz Maddox as Legal Counsel ---------------------------------------------------- Fayette Memorial Hospital Association, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Fultz Maddox Dickens PLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with its creditors; assist in the preparation of a plan of reorganization; advise the Debtor in connection with any potential sale of its assets or post-petition financing; and provide other legal services related to its Chapter 11 case. Fultz Maddox will charge these hourly fees: Wendy Brewer $375 Phillip Martin $375 Laura Brymer $275 Paraprofessionals $140 - $185 The firm received $36,717, of which a portion was used to pay the filing fee and pre-bankruptcy attorney's fees incurred to prepare the Debtor's case. The remaining funds will serve as retainer. Wendy Brewer, Esq., at Fultz Maddox, disclosed in a court filing that the firm and its attorneys do not represent any interest adverse to the Debtor's bankruptcy estate. Fultz Maddox can be reached through: Wendy D. Brewer, Esq. Fultz Maddox Dickens PLC 333 N. Alabama Street, Suite 350 Indianapolis, IN 46204 Telephone: (317) 215-6220 Email: wbrewer@fmdlegal.com About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. -- visit https://www.fayetteregional.org. -- is a multi-faceted health care organization in Connersville, Indiana. It offers ambulatory care, cancer care, care pavilion, dermatology, diagnostic imaging, emergency care, express care, facial and cosmetic procedures, hospice care, laboratory services, pediatrics, physical therapy and rehabilitation, among other services. Fayette Memorial Hospital Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-07762) on October 10, 2018. In the petition signed by Randall White, 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. The case has been assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz Maddox Dickens PLC as its legal counsel. FENDER MUSICAL: S&P Lowers ICR to 'B', Outlook Stable ----------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Los Angeles, Cali.-based Fender Musical Instruments Corp. to 'B' from 'B+'. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level and '2' recovery rating to the company's proposed senior secured term loan due in 2025, reflecting our expectation that lenders would receive substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. "The downgrade to 'B' from 'B+' reflects higher expected leverage as a result of the proposed term loan to fund a dividend to Fender's owners, and our belief that Fender may use future leverage capacity to fund additional dividends on occasion." The stable outlook on Fender Musical Instruments Corp. reflects S&P Global Ratings' expectation for the company to sustain recent operational improvements in its core musical instruments business, and demand for its higher-end guitars and amplifiers should remain healthy following a favorable 2017 and 2018. S&P also expects improvements in the digital segment will allow the company to improve leverage and maintain substantial cushion compared to its downgrade thresholds. S&P said, "While it is unlikely over the near term given the cushion compared to our downgrade thresholds, we could lower the ratings if the company sustains EBITDA interest coverage below 2x, or if it sustains debt to EBITDA above 7x excluding the put option (approximately 8.5x including the put option). This could result from a cyclical downturn in instrument sales that causes an unfavorable mix shift down to lower-priced brands and continued losses in the digital segment. "We could raise the rating if the company sustains debt to EBITDA below 4x excluding the put option (approximately 5.5x, including the put option), incorporating economic volatility and potential debt-financed dividends. Higher ratings are currently unlikely, given our belief that Fender could use leverage capacity to issue another debt-funded dividend. Higher ratings would be contingent on us being confident that the company's owners are committed to a more conservative financial policy." FIRELANDS GROUP: Committee Taps Akerman as Legal Counsel -------------------------------------------------------- The official committee of unsecured creditors of The Firelands Group, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to hire Akerman LLP as its legal counsel. The firm will assist the committee in its negotiations with the Debtor; advise the committee regarding the terms of any proposed sale of assets or bankruptcy plan; investigate the Debtor's assets and pre-bankruptcy conduct; and provide other legal services related to the Debtor's Chapter 11 case. The hourly rates range from $360 to $865 for the firm's attorneys and from $270 to $305 for paralegals. The attorneys expected to represent the committee are: Thomas Fullerton Partner $475 David Parham Partner $725 Emily Fiore Associate $360 Thomas Fullerton, Esq., a partner at Akerman, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas B. Fullerton, Esq. Akerman LLP 71 S. Wacker Drive, 47th Floor Chicago, IL 60606 Telephone: (312) 634-5700 Facsimile: (312) 424-1926 Email: thomas.fullerton@akerman.com About The Firelands Group The Firelands Group, LLC, sells remotely controllable model vehicles, quadcopter and wireless drone cameras. It is an Illinois limited liability company with its principal place of business in Champaign, Illinois. The Firelands Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 18-90996) on Oct. 2, 2018. In the petition signed by Michael Gillette, manager, the Debtor disclosed $1,125,741 in assets and $2,815,399 in liabilities. Judge Mary P. Gorman presides over the case. The Debtor tapped Taft Stettinius & Hollister LLP as its legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on October 25, 2018. The committee tapped Akerman LLP as its legal counsel. FIRESTAR DIAMOND: Trustee Sets Procedures for All Remaining Assets ------------------------------------------------------------------ Richard Levin, Firestar Diamond and affiliates' Chapter 11 Trustee, asks the U.S. Bankruptcy Court for the Southern District of New York for an order establishing procedures for private sales of the remaining assets of Debtors Firestar Diamond, Fantasy, Inc., and Old AJ, Inc., formerly known as A. Jaffe, Inc., free and clear of liens, claims, encumbrances, and other interests. The Trustee has employed a jewelry expert and appraiser to advise him on the values of the estate's inventory and on the market for sales, but he has not asked formal appraisals of the inventory, because the number of individual items in the inventory is large, and appraisals of all items would be unduly expensive and unnecessary to enhance the value the Trustee expects to realize. On Aug. 24, 2018, the Court approved the Trustee's proposed procedures for selling estate assets free and clear of all liens and other interest by public sales. After the entry of the Public Sale Procedures Order, the Trustee provided notice of and held auctions for approximately 85 lots of the Debtors' intellectual property and inventory. Nearly all those sales have been approved by the Court and are proceeding to closing. The Trustee has a substantial amount of inventory, intellectual property, and other assets that are substantially similar to the assets already sold, which the Trustee now intends to sell. Having completed auctions of dozens of lots, the Trustee believes he now has a reliable sense of the market for the remaining assets. He believes that the Debtors' estates will be best served by establishing streamlined procedures permitting the Trustee to sell the Debtors' remaining assets through private sales, subject to potential overbids. To facilitate the proposed private sales and reduce the court and legal time and expense to comply with the Bankruptcy Code, the Rules, and the Local Bankruptcy Rules, the Trustee proposes these procedures for the private sale of remaining inventory and intellectual property, and asks the Court's approval of the procedures: a. As they did for the prior sales, the Trustee and his appraiser will group the assets into lots for sale. They will contact parties they believe might be interested in purchasing each lot, based on the purchases by buyers who participated in the public sale auctions previously held by the Trustee. b. Then, exercising his business judgment, the Trustee will negotiate the best and highest terms for the sale of each lot. He will then file with the Court a notice of his intent to sell the lot. The Notice of Private Sale will be in the form attached to the Motion as Exhibit A and will include a description of the property to be sold, the identity of the purchaser, the purchase price, the deadline to object to the proposed sale or to submit an overbid, and the date on which the Trustee intends to consummate the proposed sale unless an objection to the proposed sale is filed or an overbid is received. The Notice of Private Sale will also describe the terms of the sale, which are set forth in the form of Bill of Sale attached to the Motion as Exhibit B, which the Trustee will use to document the sale, and will provide a copy of the required Declaration of Connections describing any connections the buyer might have with the Debtors' prior management, in the form attached to this Motion as Exhibit C, which the Trustee will require of any buyer of the assets. c. The Notice of Private Sale will also identify any liens or other interests in the property of which the Trustee is aware based on the Debtors' books and records, their Schedules and Statements of Financial Affairs, and on public filings, so that any entity that holds such a lien or other interest receives notice of the proposed sale free and clear. The Trustee intends that the Motion, coupled with each Notice of Private Sale, serve as the motion required under Rule 6004(c). d. The Trustee will serve the Notice of Private Sale in accordance with the Order Establishing Notice and Case Management Procedures. The deadline to object to the Notice of Private Sale or to submit an overbid to the Trustee will each be seven days after the Notice of Private Sale is filed and served. e. If an objection or other response is filed, the Trustee will promptly schedule a hearing on the objection and will not consummate the proposed sale unless and until the Court overrules the objection. If an overbid is received, the Trustee will, exercising his business judgment, negotiate the best and highest terms for the sale of the applicable lot among the interested parties. He will then file and serve a new Notice of Private Sale in accordance with the procedures described. f. If no objections or overbids are received, to the extent he has not done so already, the Trustee will submit a proposed order approving the private sale, substantially in the form attached as Exhibit D, to the Court. The Trustee asks that the Order granting the relief sought will not be stayed for 14- days after entry under Bankruptcy Rule 6004(h), but will be effective and enforceable immediately. A copy of Exhibits A to D attached to the Motion is available for free at: http://bankrupt.com/misc/Firestar_Diamond_568_Sales.pdf About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Richard Levin, Esq., has been appointed as Chapter 11 Trustee of Firestar Diamond, Inc. He has tapped Jenner & Block, LLP, as his attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as financial advisors; and Gem Certification & Assurance Lab, Inc., as appraisers. John J. Carney, Esq., has been appointed as examiner in the Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC, has been tapped as his financial advisor. FIRSTENERGY SOLUTIONS: Taps Honigman as Counsel for FG Manager -------------------------------------------------------------- FirstEnergy Solutions Corp. received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Honigman Miller Schwartz and Cohn LLP. The firm will serve as legal counsel for Charles Sweet, FirstEnergy Generation LLC's independent manager. The services to be provided by the firm include evaluating, formulating and negotiating a Chapter 11 plan; and investigating, evaluating and formulating positions with respect to claims between FG and its affiliates in connection with their Chapter 11 cases. The hourly rates charged by the firm range from $430 to $850 for partners, $310 to $430 for associates, and $265 to $305 for legal assistants. Joseph Sgroi, Esq., a partner at Honigman, disclosed in a court filing that the firm's attorneys and employees do not have any connection with the Debtors, creditors and other "parties in interest." In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sgroi disclosed in a court filing that the firm has not agreed to a variation of its standard or customary billing arrangements, and that no Honigman professional has varied his rate based on the geographic location of the bankruptcy court. Honigman has not yet developed a budget and a staffing plan. As of now, the development of a budget and a staffing plan is not practicable given the firm's role and the nature of the engagement, according to the filing. Honigman can be reached through: Joseph R. Sgroi, Esq. Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, MI 48226-3506 Tel: 313.465.7570 / 313.465.7000 Fax: 313.465.7571 Email: jsgroi@honigman.com 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 PAVEMENT: Seeks Feb. 18 Plan Exclusivity Period Extension ----------------------------------------------------------------- Florida Pavement Coatings, Inc., and South Florida Pavement Coatings, Inc. request the U.S. Bankruptcy Court for the Middle District of Florida to extend the deadline for the Debtor to file a plan and disclosure statement as well as the exclusivity period during which only the debtor may file a plan of reorganization through and including February 18, 2019, and the exclusivity period during which only the debtor may solicit acceptances of a plan of reorganization through and including April 8, 2019. On September 24, 2018, the Court entered its Order Continuing Initial Status Conference which established November 22, 2018, as the deadline for the Debtors to file a plan and disclosure statement. The Debtors have filed a motion to sell substantially all of their assets, which is set for hearing on December 18, 2018 at 4:00 p.m. Accordingly, the Debtor claims that cause exists to extend the plan and disclosure statement filing deadline as well as the exclusive periods within which only the Debtors may file and solicit acceptances of a plan. About Florida Pavement Coatings Florida Pavement Coatings, Inc., is a manufacturer of asphalt felts and coatings headquartered in Tampa, Florida. Affiliate South Florida Pavement Coatings, Inc., is in the lacquers, varnishes, enamels, and other coatings business. Florida Pavement Coatings, and South Florida Pavement Coatings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-06062) on July 23, 2018. In the petitions signed by Gregory Polk, president, each Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Stichter, Riedel, Blain & Postler, P.A., is the Debtors' legal counsel. Pursuant to an order of this court dated July 25, 2018, the Debtors' Chapter 11 cases are being jointly administered for procedural purposes only under In re: Florida Pavement and Coatings, Inc., Case No. 8:18-bk-8062-CPM. FORASTERO INC: Frutafino Buying Coral Gablees Property for $6.4M ---------------------------------------------------------------- Forastero, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the real property located at 2 Tahiti Beach Island Road, Coral Gables, Florida to Frutafino, S.A.S. for $6.35 million. The Debtor owns the real property, it primary asset. The Debtor is asking Court approval of a contract for the sale of the real property and authorization to sell it. The sale would be to the Buyer, which is a Colombian entity that is partially owned by Fernando Fraiz. The sale of the real property is within the sound business judgment of the Debtor as it will permit for the Debtor to pay all its claims in full. The sale of the asset provides the Debtor with the most realistic and economical path to the payment of 100% of its creditors. The relief sought is both reasonable and necessary to maximize the value of the estate for all parties. The Motion is designed to provide adequate notice to all potentially interested parties. The Debtor is not asking to sell the real property free and clear of any liens as said liens will be satisfied in full upon consummation of the sale as will all other claims. As such, it believes the Court may consider this motion on an expedited basis and approve the sale of the real property as the purchase price would permit for the payment in full of all claims of the estate and provide for a distribution to the equity holders of the Debtor after the payment of said claims. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Forastero_Inc_103_Sales.pdf The Debtor asks the matter be set for hearing on Nov. 19, 2018 at 2:00 p.m. 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. The Law Firm of Tinelli Fernandez represents the Debtor in the collection of a property damage insurance claim relating to damage suffered in Hurricane Irma. GASTAR EXPLORATION: Plan Confirmation Hearing Set for Dec. 20 ------------------------------------------------------------- The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas will hold a hearing to consider confirmation of the proposed joint prepackaged Chapter 11 plan of reorganization of Gastar Exploration Inc. and its debtor-affliates at 1:30 p.m. (prevailing Central Time) on Dec. 20, 2018, in Room 404, 515 Rusk Street in Houston, Texas. Objections to the plan confirmation, if any, must be filed no later than 4:00 p.m. (prevailing Central Time) on Dec. 17, 2018. 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. GESTION MAISON: Commences Restructuring Proceedings Under CCAA -------------------------------------------------------------- The Commercial Division of the Quebec Superior Court of the District of Montreal has issued an order pursuant the Companies' Creditors Arrangement Act. The order provides a stay of proceedings against Gestion Maison Ethier Inc. and Gestion Immobiliere Maison Ethier Inc. until Dec. 14, 2018. Pursuant to the Initial Order, KPMG was appointed monitor of the Companies therefore, the proposal proceedings commenced by Gestion Maison under the Bankruptcy and Insolvency Act are hereby continued under the CCAA. KPMG can be reached at: KPMG Monitor's Representative: Stephane De Broux 600, boul. de Maisonneuve Ouest, bureau 1500 Montreal QC H3A 0A3 Tel: 514-840-7265 Email: sdebroux@kpmg.ca A copy of the initial order and copies of materials filed in the restructuring proceedings are available on the Monitor's website at https://home.kpmg.com/ca/en/home/services/advisory/deal-advisory/creditorlinks/gestion-maison-ethier-inc-gestion-imm-maison-ethier-inc.html GIBSON BRANDS: Emerges From Bankruptcy, Plan Declared Effective --------------------------------------------------------------- BankruptcyData.com reported that Gibson Brands Fifth Amended Joint Chapter 11 Plan of Reorganization became effective and the Company emerged from Chapter 11 protection. The Court confirmed the Debtors' Plan on October 2, 2018. BankruptcyData noted that the following is a summary of classes, claims, voting rights and treatment under the Plan: Class 1 (Other Priority Claims) is unimpaired and is deemed to accept. Estimated allowed claims are $0 and estimated recovery is 100%. Class 2 (Other Secured Claims) is unimpaired and is deemed to accept. Estimated allowed claims are $0 and estimated recovery is 100%. Class 3 (ABL Revolver Claims) is unimpaired and is deemed to accept. Estimated allowed claims are $0 and estimated recovery is 100%. Class 4 (Domestic Term Loan Claims) is unimpaired and is deemed to accept. Estimated allowed claims are $77.4 million and estimated recovery is 100%. Class 5 (Allowed Prepetition Secured Notes Claims) is impaired and is entitled to vote. According to an addendum to the Disclosure Statement filed on October 13, 2018, estimated allowed claims are $383,227,865 and estimated recovery is 52.7%. Class 6 (General Unsecured Claims – (Other than Class 7, 8 and 9 Claims)) is impaired and is entitled to vote. According to an addendum to the Disclosure Statement filed on October 13, 2018, estimated allowed claims are $239 million to $284 million and estimated recovery is 5.1% to 10.8%. Class 7 (General Unsecured Claims Against Gibson Holdings) is impaired and is entitled to vote. According to an addendum to the Disclosure Statement filed on October 13, 2018, estimated allowed claims are $413,163,763 and estimated recovery is 20.9%. Class 8 (Convenience Class Claims) is impaired and is entitled to vote. According to an addendum to the Disclosure Statement filed on October 13, 2018, estimated allowed claims are $2.0 million and estimated recovery is 50.0%. Class 9 (Intercompany Claims) is impaired/unimpaired and is entitled/not entitled to vote. According to the most recent Disclosure Statement, estimated recovery is approximately 100% or 0%. Class 10 (Equity Interests in Gibson) is impaired and is deemed to reject. Estimated recovery is 0%. Class 11 (Class 11 (Equity Interests in Subsidiaries (Other than Excluded Debtor Subsidiaries)) is unimpaired and is deemed to accept. Estimated recovery is 100%. Class 12 (Equity Interests in Excluded Debtor) is impaired and is deemed to reject. Estimated recovery is 0%. About Gibson Brands Founded in 1894 and headquartered in Nashville, Tennessee, Gibson Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries design and manufacture guitars and other fretted instruments. Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45, Hummingbird, and ES-335, among others. Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In the petition signed by CEO Henry E. Juszkiewicz, Gibson Brands estimated $100 million to $500 million in assets and liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors tapped Goodwin Procter LLP as their lead counsel; Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Brian J. Fox, managing director of Alvarez & Marsal North America LLC, as chief restructuring officer; Jefferies LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. GLOBAL HEALTHCARE: Incurs $418,000 Net Loss in Third Quarter ------------------------------------------------------------ Global Healthcare REIT, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $418,040 on $885,013 of rental revenue for the three months ended Sept. 30, 2018, compared to a net loss of $449,044 on $749,269 of rental revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $1.12 million on $2.59 million of rental revenue compared to a net loss of $1.37 million on $2.30 million of rental revenue for the same period last year. As of Sept. 30, 2018, the Company had $37.86 million in total assets, $36.37 million in total liabilities, and $1.48 million in total equity. Throughout its history, the Company has experienced shortages in working capital and has relied, from time to time, upon sales of debt and equity securities to meet cash demands generated by its acquisition activities. "Our liquidity is expected to increase from potential equity and debt offerings and decrease as net offering proceeds are expended in connection with our various property improvement projects," Global Healthcare stated in the Form 10-Q. "Our continuing short-term liquidity requirements consisting primarily of operating expenses and debt service requirements, excluding balloon payments at maturity, are expected to be achieved from rental revenues received and existing cash on hand. We plan to renew the remaining 10% senior debt, after giving effect to the exchange of a majority of that debt for Units in the October 2018 Unit Offering, that matures during 2018, as our projected cash flow from operations will be insufficient to retire the debt. Our restricted cash approximated $818,548 as of September 30, 2018 which is to be expended on debt service and capital expenditures associated with our Southern Hills Retirement Center and Providence of Sparta Nursing Home, respectively." Cash provided by operating activities was $404,043 for the nine months ended Sept. 30, 2018 compared to cash provided by operating activities of $103,702 for the nine months ended Sept. 30, 2017. Cash flows from operations were impacted by the decrease in expenses and accounts receivable, and the increase in rental revenues received and accounts payable during the first nine months of 2018. Cash used in investing activities was $629,462 for the nine-month period ended Sept. 30, 2018 compared to cash used in investing activities of $752,739 for the nine month period ended Sept. 30, 2017. Cash provided by financing activities was $71,819 for the nine months ended Sept. 30, 2018 and cash provided by financing activities was $158,684 for the nine months ended Sept. 30, 2017. During the first nine months of 2017, the Company issued $425,000 in debt and made payments on debt of $399,876. During the first nine months of 2018, the Company issued $493,533 in debt in cash and made cash payments on debt of $373,868. A full-text copy of the Form 10-Q is available for free at: https://is.gd/V9RqAH About Global Healthcare Greenwood Village, Colorado-based Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. As of Dec. 31, 2017, the Company owned nine healthcare properties which are leased to third-party operators under triple-net operating terms. Global Healthcare incurred a net loss of $3 million for the year ended Dec. 31, 2017, compared to a net loss of $1.29 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $38.19 million in total assets, $36.45 million in total liabilities and $1.74 million in total equity. MaloneBailey, LLP's audit opinion included in the company's annual report on Form 10-K for the year ended Dec. 31, 2017, contains a going concern explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GRATE ENTERPRISES: Case Summary & 7 Unsecured Creditors ------------------------------------------------------- Debtor: Grate Enterprises, Inc. dba Denny's Restaurant 15 Aarons Creek Road Morgantown, WV 26508 Business Description: Grate Enterprises, Inc. is a franchisee of the Denny's Restaurant. Grate Enterprises owns in fee simple a building currently operated as Denny's Restaurant and 1.194 acres SUR or Lot 3 Evansville Pike, First Ward District in Monongalia County, West Virginia. The Property has an appraisal value of $2.50 million. Chapter 11 Petition Date: November 22, 2018 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Case No.: 18-01069 Judge: Hon. Patrick M. Flatley Debtor's Counsel: David M. Jecklin, Esq. GIANOLA, BARNUM, BECHTEL & JECKLIN, L.C. 1714 Mileground Morgantown, WV 26505 Tel: 304-291-6300 Fax: 304-291-6307 Email: djecklin@gbbjlaw.com Total Assets: $2,856,754 Total Liabilities: $1,995,792 The petition was signed by William Gatian, III, vice-president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/wvnb18-01069.pdf GREAT SILK ROAD: Taps Bielli & Klauder as Legal Counsel ------------------------------------------------------- Great Silk Road Trucking Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Bielli & Klauder, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; represent the Debtor in defense of any proceedings instituted to reclaim property; assist in any potential sale of its assets; and provide other legal services related to its Chapter 11 case. Bielli & Klauder charges these hourly fees: Thomas Bielli Partner $350 David Klauder Partner $350 Nella Bloom Of Counsel $350 Cory Stephenson Associate $205 Alyssa Carillo Paralegal $150 The firm received a $21,717 retainer from the Debtor. Thomas Bielli, Esq., a partner at Bielli & Klauder, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas D. Bielli, Esq. Bielli & Klauder, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Phone: (215) 642-8271 Fax: (215) 754-4177 Email tbielli@bk-legal.com About Great Silk Road Trucking Inc. Great Silk Road Trucking Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-17662) on November 17, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1,000,001 to $10 million. The case has been assigned to Judge Jean K. Fitzsimon. The Debtor tapped Bielli & Klauder, LLC as its legal counsel. GREENLIGHT ORGANIC: Needs Additional Time to Liquidate CIT Claims ----------------------------------------------------------------- Greenlight Organic, Inc., requests the U.S. Bankruptcy Court for the District of Nevada to extend the exclusive periods to file and secure acceptance of a plan to January 25, 2019 and March 25, 2019, respectively. On February 8, 2017, the United States government filed a civil Complaint against the Debtor in litigation entitled United States v. Greenlight Organic, Inc., pending before the United States Court of International Trade, Case Number 17-cv0031 (the "CIT Action"). The United States initiated this action "on behalf of U.S. Customs and Border Protection (CBP), to recover (1) approximately $238,516.56 in unpaid duties and fees, plus interest; and (2) a penalty for fraud, in the amount of approximately $3,232,032, stemming from Greenlight's violations of 19 U.S.C. 1592(a) relating to approximately 122 entries of wearing apparel.” The Debtor disputes the charges of fraud against it. The alleged misclassification and inaccurate identification was the result of negligence at best as Debtor had no prior textile or garment manufacturing experience. Consequently, Debtor relied upon the expertise and certifications of its vendors, suppliers, and customs brokers for tariff classification advice. The Debtor filed a Motion for Summary Judgment in the CIT Action, which seeks dismissal of the claims in the CIT as time-barred under the applicable statute of limitations. Although the SJ Motion has been fully briefed and is under submission, the Debtor does not believe a decision will be issued by the CIT on the SJ Motion by the Exclusivity Deadlines. While the case is relatively small and straight-forward, the Debtor needs sufficient time to permit it to negotiate a plan of reorganization and provide adequate information to interested parties. The Debtor asserts that it cannot negotiate a plan or provide adequate information without understanding the amount and nature of the claims in the CIT Action. The Debtor contends that it has attempted to resolve the CIT claims in good faith in the most-efficient and least costly manner before the Court but must now litigate in the CIT to liquidate the United States' claims before Debtor can propose a plan of reorganization. The Debtor claims that it is not seeking an extension to pressure creditors to submit to its demands. Rather, the Debtor is requesting this extension to afford (a) the United States time to liquidate its claims in the CIT Action and (b) the CIT time to rule on the Summary Judgment Motion. The Debtor believes it has reasonable prospect of filing a viable plan, it's just that the viability of any plan proposed by Debtor will be difficult to determine until the CIT claims are liquidated and liquidation of the claims in the CIT Action has simply taken longer than anyone anticipated. Therefore, Debtor submits that the requested extension is warranted and in the best interest of Debtor, its creditors, and the estate. About Greenlight Organic, Inc. Greenlight Organic is a wholesaler and retailer of running and performance apparel. Its customers typically are marathon and other race event organizers who place orders with the Debtor for custom t-shirts to gift or sell to attendees. It typically places orders with a company in Vietnam to manufacturer and customize the apparel, which are then shipped to Greenlight and delivered to the customer. Greenlight Organic Inc. d/b/a Greenlight Apparel filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-14000) on July 25, 2017. The Petition was signed by the Debtor's authorized representative, Parambir Aulakh. At the time of filing, the Debtor had estimated both assets and liabilities at $100,000 to $500,000. Gregory E. Garman, Esq., at Garman Turner Gordon, LLP serves as the Debtor's bankruptcy counsel; and Crowell & Moring LLP, Marlow Adler Abrams Newman & Lewis, and Peter S. Herrick, P.A., as special counsel. GREENTECH AUTOMOTIVE: Sets Amended Bidding Procedures for Assets ---------------------------------------------------------------- GreenTech Automotive, Inc., and WM Industries Corp. filed a notice with the U.S. Bankruptcy Court for the Eastern District of Virginia of their proposed amended bidding procedures in connection with the sale of substantially all their assets to Shenzhen Jin Hong Yuan Investment Management Co., Ltd. for $50 million, cash, subject to overbid. The Assets of the Debtors include i) that certain real estate located in Robinsonville, Tunica County Mississippi, consisting of 99.5 acres, more or less, owned by GTA and on which GTA constructed and fitted out a manufacturing facility for automobiles; (ii) a minority interest in Jiangsu Saleen Automotive Technologies Co., Ltd., which (a) was received by GTA in exchange for the conveyance of its rights in the MyCar intellectual property and certain engineering assistance to JSAT and (b) is held on behalf of GTA by a subsidiary of WMIC, with such subsidiary organized under the laws of the Peoples Republic of China; (iii) litigation claims, if any, that exist, and have not been settled or released, as of the Effective Date of the Plan; and (iv) all of the membership interests in Gulf Coast Funds Management, LLC. On Oct. 31, 2018, the Court entered the Bid Procedures Order. The Notice is issued pursuant to the requirements of the Bid Procedures Order. The Debtors have entered into an Asset Purchase Agreement with the Purchaser dated Oct. 17, 2018. Pursuant to the APA, the Debtors intend to sell the Assets to the Purchaser for $50 million in cash. The sale of the Assets will be subject to higher and better offers as set forth in the Bid Procedures. Pursuant to the Bid Procedures and the Bid Procedures Order, the Assets will be sold following an Auction (if more than one Qualified Bid is received), as set forth in the Bid Procedures, and will be sold free and clear of all liens, claims, encumbrances and other interests. The Debtors' ability to close the transaction(s) contemplated is subject to approval of the Court. The Bid Procedures provide for the following key dates in connection with the proposed sale of the Assets: (i) Deadline to submit proof of Qualified Bidder qualifications - Nov. 30, 2018, and (ii) Opening Bid Deadline - Dec. 5, 2018. The copies of the Bid Procedures Order are available for review at the Office of the Clerk of the Court, U.S. Bankruptcy Court, 200 South Washington Street, Alexandria, Virginia 22314, or upon request made to the Debtors' counsel. The sale of the Assets is being made pursuant to the Debtors' Third Amended Joint Chapter 11 Plan of Liquidation. Approval of the sale of the Assets is subject to confirmation of the Plan. The Confirmation Hearing will be held on a date to be determined by the Bankruptcy Court, with notice of the date of such Hearing to be provided by the Debtors to all creditors and parties in interest. The Confirmation Hearing may be adjourned in open court from time to time, without further notice. The sale of the Assets will be on an "as is, where is," and "with all faults" basis and without representations or warranties of any kind, nature or description by the Debtors, its agents, or estate except as may be agreed by the Debtors subject to the approval of the Bankruptcy Court. The Debtors will accept Qualified Bids for the purchase of all the Assets or the purchase of one or more groups of assets (i.e., the Mississippi Parcel, JSAT Interest, or Litigation Claims) ("Asset Group"), as provided. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 5, 2018 b. Initial Bid: $50.1 million c. Deposit: $5 million d. Auction: In the event that at least two Qualified Bids (including the APA) are received by the Debtors by the Opening Bid Deadline, the Debtors will conduct an Auction. The Auction, if any, will be held at the law offices of Hirschler Fleischer, 8270 Greensboro Drive, Tysons, Virginia, at a date and time to be determined by the Debtors. e. Bid Increments: $100,000 for the sale of all the Assets, and $25,000 for the sale of each Asset Group The Confirmation Hearing will be held before the Hon. Brian F. Kenney, U.S. Bankruptcy Judge. Any objection to any of the relief to be requested at the Confirmation Hearing must be filed by deadline set by the Court. All requests for information concerning the Assets, the sale or the Bid Procedures, including requests for copies of the Motion or the Bid Procedures Order, should be directed in writing to the counsel for the Debtors. About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in assets and liabilities. The Hon. Brian F. Kenney presides over the cases. Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S. Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel to the Debtors. GREGORY TE VELDE: Trustee Selling Offsite California Livestock Herd ------------------------------------------------------------------- Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of the offsite California livestock herd currently located at Frings Ranch LP and A&M Livestock Auction, Inc. by public action. The Debtor is an individual who owned and operated three large dairies as of the Petition Date, one of which was located in Boardman, Oregon, and is known as the Lost Valley Farm. On May 17, 2017, the Debtor adopted a practice of shipping dairy calves born at the LVF to the State of California be raised into heifers by Frings Ranch, L.P. at a per diem charge. This was necessitated by the lack of a "nursery" barn at the LVF, and that the Debtor's intention was to ship the heifers back to the LVF to restock the natural attrition of the milking herd when they approached milking age. As of the Petition Date, Frings was holding approximately 5,000 head of the Debtor's livestock. Although the accounting figures and numbers from Frings are thoroughly suspect, Frings claims that approximately 7,800 head of the Estate's livestock were shipped to it. This livestock is property of the Estate. For the reasons set forth in his Chapter 11 Trustee's Initial Status Report and Statement of Investigation and after consultation with dairy management and the Debtor's major secured creditors, the Trustee has determined that it is in the best interests of the Estate to terminate the diary operations at LVF. Thus, the Estate has no further need of the Offsite California Livestock Herd. The Trustee is informed and believes and on that basis alleges that approximately 2,500 head of the Offsite California Livestock Herd is in the possession of A&M Livestock Auction, Inc., in Hanford, California; and the balance in the possession of Frings Ranch, L.P. Good cause exists to sell the Offsite California Livestock Herd. These animals are continuing to incur maintenance expenses. Further, they are subject to a complex set of overlapping blanket liens. Sale of these assets should generate net proceeds in the low seven figures which can be used to pay down the blanket liens and free up equity for unsecured creditors. After consultation with LVF management, industry experts, and representatives of certain secured creditors of the Estate, the Trustee has determined that the best means to sell the Offsite California Livestock Herd is through public auction. He is in the process of selecting an appropriate auctioneer, or auctioneers who he will ask to employ by separate motion. Subject to the Court's ruling on such a motion, the Trustee asks authority to compensate the auctioneer(s) at a 4% commission rate and pay other expenses directly from the auction proceeds. In connection with each such auction, the Trustee will file prepare and file a report and return of sale as is required by FRBP 6004(f)(1). The Offsite California Livestock Herd may be subject to these three distinct types of liens and encumbrances: a. First, a number of parties have asserted Oregon state statutory Agricultural Services Liens ("ASLs") against this property from the time it originated in Oregon and before it was shipped to California, pursuant to the provisions of Oregon Revised Statutes ("ORS") 87.146 et seq. The lien attaches on the day the claimant first provides those services. All ASL Liens are senior to consensual UCC-1 Financing Liens in the same chattel created under Article 9 of the Uniform Commercial Code. b. Second, some of the Offsite California Livestock Herd is subject to California state statutory Livestock Service Liens as set forth in California Civil Code Sections 3080.01 et seq, in favor of Frings Ranch L.P. and A&M Livestock Auction, Inc., which liens attached once the livestock was delivered to their possession in the State of California. These liens are likewise senior in priority to any consensual financing lien pursuant to the provisions of Civil Code Section 3080.01(b). Whether they are junior to, or equal in priority to, the Oregon ASL liens is a complex, unsettled question of law. c. Third, the Offsite California Livestock Herd is subject to a number of UCC-1 Financing liens in favor of various parties. All of these Consensual Liens are junior to the ASLs and the CA Livestock Service Liens on the Offsite California Livestock Herd pursuant to the provisions of ORS 87.146(1)(e). All of them are cross collateralized by other property of the Estate having significant value. A description of these liens, along with the basis for treatment under Section 363(f), is as follows: (i) An Oregon state statutory Agricultural Services Lien in favor of Barton Laser Leveling, Inc., in the alleged amount of $694,729 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on Sept. 28, 2017, in the Office of the Oregon Secretary of State as Document No. 91333636. This lien is subject to bona fide dispute. (ii) An Oregon state statutory Agricultural Services Lien in favor of Custom Feed Services, LLC, in the alleged amount of $728,939 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on Dec. 8, 2017, in the Office of the Oregon Secretary of State as Document No. 91398195. This lien is subject to bona fide dispute. (iii) An Oregon state statutory Agricultural Services Lien in favor of Western Ag Improvements, Inc., in the alleged amount of $44,487 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on Feb. 16, 2018, in the Office of the Oregon Secretary of State as Document No. 91462052. This lien is subject to bona fide dispute. (iv) An Oregon state statutory Agricultural Services Lien in favor of Western Ag Improvements, Inc., in the alleged amount of $63,767 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on March 2, 2018, in the Office of the Oregon Secretary of State as Document No. 91476087. This lien is subject to bona fide. (v) An Oregon state statutory Agricultural Services Lien in favor of Medelez, Inc., in the alleged amount of $36,651 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on March 22, 2018, in the Office of the Oregon Secretary of State as Document No. 91494403. This lien is not disputed. (vi) An Oregon state statutory Agricultural Services Lien in favor of Cold Springs Veterinary Services, Inc., in the alleged amount of $169,844 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on April 19, 2018, in the Office of the Oregon Secretary of State as Document No. 91522588. This lien is not disputed. (vii) An Oregon state statutory Agricultural Services Lien in favor of Scott Harvesting, LLC, in the alleged amount of $117,915 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on April 19, 2018, in the Office of the Oregon Secretary of State as Document No. 91522866. This lien is subject to bona fide dispute. (viii) An Oregon state statutory Agricultural Services Lien in favor of Wyatt Enterprises, LLC, in the alleged amount of $540,036 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on March 30, 2018, in the Office of the Oregon Secretary of State as Document No. 91504260. This lien is subject to bona fide dispute. (ix) An Oregon state statutory Agricultural Services Lien in favor of Chaffey & Sons, Inc., in the alleged amount of $422,071 as evidenced by that certain "Notice of Claim of Agricultural Services Lien" filed on March 16, 2018, in the Office of the Oregon Secretary of State as Document No. 91486543. This lien is subject to bona fide dispute. (x) A California state statutory Livestock Service Lien in favor of Frings Ranch, LP., perfected by possession. This lien is subject to bona fide dispute in that it has been released by the surrender of possession as to 2500 of the herd and it is disputed in amount (xi) A California state statutory Livestock Service Lien in favor of A&M Livestock Auction, Inc., perfected by possession. This lien is likely not disputed, but due to the adequate protection rights of the disputed lienholders of equal priority, that the lien cannot be paid until those liens are adjudicated and/or the Trustee has sufficient sales proceeds on hand to satisfy all such liens in full. (xii) A UCC-1 Financing Lien in favor of Rabobank, N.A., in the approximate amount of $44 million, as evidenced by a UCC-1 Financing Statement filed on Sept. 23, 2010, in the Office of the California Secretary of State as Document No. 10-7245872480 and thereafter amended and continued. This lien is junior to the noted disputed Agricultural Servicing Liens, and the Trustee is informed and believes that Rabobank consents to the sale, provided that it is afforded adequate protection. (xiii) A UCC-1 Financing Lien in favor of Federal Land Bank Association of Kingsburg, FLCA aka Golden State Farm Credit in the alleged amount of approximately $5,354,969, as evidenced by a UCC-1 Financing Statement filed on July 28, 2011, in the Office of the California Secretary of State as Document No. 11-7279747510 and thereafter amended and continued. This lien is subject to bona fide dispute because it does not extend to the Livestock pursuant to either the subject Security Agreement or UCC-1 Financing Statement. If it does, it is junior to the noted disputed Agricultural Servicing Liens, is disputed in amount, and is cross-collateralized by other property of the Estate of a value sufficient to pay it in full. (xiv) A UCC-1 Financing Lien in favor of Boardman Tree Farm, LLC, in the alleged amount of approximately $56 million, as evidenced by a UCC-1 Financing Statement filed on Dec. 7, 2015, in the Office of the California Secretary of State as Document No. 15 -7499465161. This lien is subject to bona fide dispute. (xv) A UCC-1 Financing Lien in favor of J.D. Heiskell Holdings, LLC in the alleged amount of approximately $7.9 million, as evidenced by a UCC-1 Financing Statement filed on Aug. 26, 2016 in the Office of the California Secretary of State as Document No. 16-543473131 and thereafter amended. This lien is subject to bona fide dispute. (xvi) A UCC-1 Financing Lien in favor of Overland Stock Yards, Inc., in the alleged amount of approximately $1.7 million, as evidenced by a UCC-1 Financing Statement filed on Oct. 11, 2017, in the Office of the California Secretary of State as Document No. 17-91346140. This lien is subjecto to bona fide dispute. As adequate protection for the holder of the liens set forth, the Trustee proposes that all net proceeds of sale remaining after the payment of the costs of sale described will be held in a blocked account, with the liens identified to attach to the proceeds with the same validity, extent, and priority claimed under non-bankruptcy law, and said funds will not be disbursed absent further Order(s) of the Court. The Trustee asks the Court to authorize him to pay the auctioneer's commission and expenses directly from the proceeds of sale. A hearing on the Motion is set for Nov. 29, 2018 at 1:30 p.m. About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. In his Chapter 11 petition, the Debtor listed both assets and liabilities between $100 million and $500 million. HANGING HOOK: Performance During Pendency of Bankruptcy Disclosed ----------------------------------------------------------------- Hanging Hook, Inc., filed a third amended disclosure statement in support of its chapter 11 plan of reorganization. This latest filing discloses the Debtor's performance during the pendency of the bankruptcy. The Debtor's revenue stream exclusively originates from the rental payments it receives from the four units in its building. As a reminder, the Debtor is a company that owns one single piece of real estate. The Debtor’s expenses, exclusive of any bankruptcy administrative costs, are solely related to upkeep and maintenance of the real estate located at 259 Main Street in Rutland, Massachusetts. The bankruptcy was filed in July of 2017. Its rent roll (i.e. its revenue) has been exceptionally consistent since the filing. The revenue procured has consistently approximated $4,000.00. Indeed, as the attached Exhibit C reveals, the revenue has been $4640.00 since June of 2018. The previous twelve months had at times a slight dip in revenue only because one of the apartment units was vacant for a short period of time. But even with such vacancy, the rent roll never dipped below $3,400.00 per month. The Debtor's expenses have been very consistent and low. The Debtor's only expenses during the bankruptcy have been for local real estate property taxes to the Town of Rutland (Massachusetts), U.S. Trustee Quarterly Fees, labor for upkeep, management and utilities. The property taxes are only paid quarterly as are the U.S. Trustee Fees. The Trustee Fees have approximated $650 per quarter. The property taxes equate with approximately $473 per month. The utility bills are paid as due. Labor costs for upkeep, as by definition, are paid when labor is done. The Debtor has not incurred any outstanding post-petition obligations (beyond bankruptcy attorney fees) as it has met is obligations as they come due or within a very short period thereafter. A copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/mab17-41271-71.pdf About Hanging Hook Inc. Hanging Hook Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 41271) on July 12, 2017, disclosing under $1 million in both assets and liabilities. The Debtor hired James P. Ehrhard, Esq., at Ehrhard & Associates, P.C. HOG SNAPPERS: Has Until December 26 to Exclusively File Plan ------------------------------------------------------------ The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of Hog Snappers Holdings, LLC, has extended the time prescribe for the Debtor to exclusively file and seek acceptances of a plan of reorganization up to and including December 26, 2018 and February 26, 2019 respectively, without prejudice. The Troubled Company Reporter has previously reported that the Debtor sought exclusivity extension, contending that it is still negotiating with creditors and equity holders and is attempting to resolve objections to claims. The Debtor also claimed it has complied with all Chapter 11 reporting requirements and no other creditor or interested party would be prejudiced by the delay. About Hog Snappers Holdings Hog Snappers Holdings, LLC, is a privately-held company in the restaurants industry. Its principal assets are located at 713 US Highway 1 North Palm Beach, Florida. Hog Snappers Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-13646) on March 28, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Paul G. Hyman, Jr. presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes, serves as the Debtor's bankruptcy counsel. JAGUAR HEALTH: Incurs $6.13 Million Net Loss in Third Quarter ------------------------------------------------------------- Jaguar Health, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.13 million on $1.13 million of total revenue for the three months ended Sept. 30, 2018, compared to net income of $4.75 million on $1.10 million of total revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $19.49 million on $2.82 million of total revenue compared to a net loss of $1.76 million on $2.81 million of total revenue for the same period last year. As of Sept. 30, 2018, the Company had $46.12 million in total assets, $26.79 million in total liabilities, $9 million in series A convertible preferred stock, and a total stockholders' equity of $10.32 million. The Company has incurred recurring operating losses since inception and has an accumulated deficit of $81.9 million as of Sept. 30, 2018. The Company expects to incur substantial losses in future periods. Further, the Company's future operations are dependent on the success of the Company's ongoing development and commercialization efforts, as well as the securing of additional financing. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. "The Company plans to finance its operations and capital funding needs through equity and/or debt financing, collaboration arrangements with other entities, as well as revenue from future product sales. However, there can be no assurance that additional funding will be available to the Company on acceptable terms on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company's ability to execute on its business plan. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the issuance date of the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties," said Jaguar Health in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/kO9A5T About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage natural-products pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $21.96 million for the year ended Dec. 31, 2017, compared to a net loss of $14.73 million for the year ended Dec. 31, 2016. As of June 30, 2018, Jaguar Health had $46.15 million in total assets, $23.13 million in total liabilities, $9 million in Series A convertible preferred stock, and $14.01 million in total stockholders' equity. BDO USA, LLP, in San Francisco, Calif., 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 suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAMES THOMAS: Proposes a $290K Sale of Hailey Property ------------------------------------------------------ James Lowell Thomas and Sharon Kaye Thomas ask the U.S. Bankruptcy Court for the District of Idaho to authorize their sale of the real property located at 3121 Shenandoah Drive, City of Hailey, Blaine County, Idaho, together all improvements thereon and appurtenant water rights to said property, to Rafael Juarez San Juan and Christine Juarez for $290,000. The assets of the Debtors' estate include, among other things, the property. They have received an offer to purchase the aforementioned real property and desire to sell said property, to the Buyers for the sum of $290,000, which sum is equal to or greater than the fair market value of said property. Based upon information provided to the real estate agent, the real estate agent's knowledge of other properties sold in the area, and the real estate agent's and the Debtors' general knowledge of property values in the surrounding area, the fair-market value of the real property the Debtors propose to sell is not more than $290,000. To the extent funds are available, the Debtors propose that the proceeds derived from the sale of said property be distributed as follows: (i) payment of closing costs associated with the sale of the property being sold, including the real estate agents' fees; (ii) payment of all taxes and water charges due; (iii) satisfaction of the indebtedness owed to Ditech Financial, LLC in the approximate amount of $161,792, together with interest thereon to the date of closing; and (iv) the balance of the proceeds from the sale will be paid to the Debtors. It is in the best interest of the Debtors and their estate that the property be sold to the Buyers, and that the proceeds from the sale be distributed as set forth. The closing of said sale will occur as soon as an Order authorizing the sale is entered. A copy of the Real Estate Purchase and Sale Agreement and the two Addendums attached to the Motion is available for free at: http://bankrupt.com/misc/James_Thomas_37_Sales.pdf Counsel for the Debtors: Brent T. Robinson, Esq. W. Reed Cotten, Esq. ROBINSON & ASSOCIATES 615 H Street P.O. Box 396 Rupert, ID 83350-0396 Telephone: (208) 436-4717 Facsimile: (208) 436-6804 E-mail: btr@idlawfirm.com wrc@idlawfirm.com James Lowell Thomas and Sharon Kaye Thomas sought Chapter 11 protection (Bankr. D. Idaho Case No. 18-40605) on July 11, 2018. The Debtors tapped William Reed Cotten, Esq., at Robinson & Associates as counsel. JARRETT HOUSE: Proposes a $925K Sale of Sylva Property ------------------------------------------------------ The Jarrett House, Inc., asks the U.S. Bankruptcy Court for the Western District of North Carolina to authorize the sale of three parcels located at 518 Haywood Road, Sylva, North Carolina for $925,000. The Debtor is the owner of the Property. The premises consist of an historic inn and several restaurants. The Debtor has entered into an Agreement to purchase the real estate, exclusive of the rental house and apartment, for $925,000. The Agreement provides that the Purchaser will pay $5,000 with the Offer, $575,000 at closing, and owner financing of the balance of $250,000 in a Note and Security Agreement providing for payments over a period of five years with interest only for the first year. A written version of the Agreement, including additional details regarding the Offer to Purchase, will be provided as soon as it has been executed by all parties. The Debtor is of the opinion that $925,000 is the fair market value for the property, especially since it is being sold exclusive of the apartment and rental house. In earlier proceedings, the Bankruptcy Court found that the fair market value of the real estate was $725,000, an amount which is significantly lower than the contract price. The Debtor is of the opinion that sale of the property for $925,000, on the terms provided, is in its best interest, as well as the interest of its creditors. The Debtor anticipates that there will be sufficient funds from the sale of the real estate to pay in full all allowed claims. On July 26, 2018, it entered into a Commercial Lease Agreement with Option to Purchase with Carol Dollar and Virginia McCaskill for a Lease of The Jarrett House premises for purposes of operating a restaurant and inn. The Lease provides a term beginning on Aug. 1, 2018, and ending on July 31, 2019. The premises are presently in the possession of the tenants. The Commercial Lease Agreement with Option to Purchase provides as follows: Should the Landlord agree to accept an offer lower than $1.5 million for the premises, the Tenant will have 45 days to match said offer and purchase for that amount, subject to approval by the Court. The Landlord will provide a copy of the written offer from the third party to the Tenant and the date of acceptance will be documented at that time. The Debtor will cause to be delivered to Carol Dollar and Virginia McCaskill, at their residences located at 676 Oliver Drive South, Bryson City, NC 28713, a Notice of the Landlord’s agreement to accept an offer for $925,000, along with a copy of the written offer, and notice that the Tenants have 45 days from the date of delivery of the document to match said offer and purchase for that amount, subject to approval by the Court. In order to facilitate closing of the sale of the terms of the original Agreement, the Debtor is in need of an Order of the Court establishing the date upon which the Tenants' right to match the offer and purchase for that amount expires. A hearing on the Motion is set for Nov. 20, 2018, at 1:00 p.m. About The Jarrett House The Jarrett House, Inc., is a privately-held company engaged in the real estate business. It is the fee simple owner of a hotel and rental house located at 518 Haywood Road, Sylva, North Carolina, valued at $1.89 million. Jarrett House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-20099) on Oct. 23, 2017. In the petition signed by Constantine Roumel, president, the Debtor disclosed $2.79 million in assets and $2.45 million in liabilities. Judge George R. Hodges presides over the case. Pitts, Hay & Hugenschmidt, P.A., is the Debtor's bankruptcy counsel. JBECKS PROPERTIES: Seeks to Continue Cash Collateral Use -------------------------------------------------------- JBecks Properties, Inc. seeks authority from the U.S. Bankruptcy Court for the Western District of New York for the continued use of cash collateral in which New York Business Development Corporation, Colonial Funding Group, LLC, and CIT Bank, N.A. d/b/a Direct Capital have or allege to have a lien or security interest. The Debtor owns and operates Mr. Bills Restaurant & Bar, located at 1500 Cleveland Drive, Cheektowaga, New York. Pursuant to the schedules Mr. Bills assets are valued at $61,564 and is subject to a first priority blanket security interest in favor of NYBDC, in the approximate amount of $569,797 and subordinate liens in the approximate amount of $100,000. The Debtor has an ongoing need to utilize cash and receipts to pay necessary expenses relating to the Mr. Bills business operations in order to prevent the occurrence of immediate and irreparable harm to those operations. The Debtor believes these creditors assert a perfected security interest in cash collateral: (i) New York Business Development Corporation with an outstanding indebtedness of approximately $569,750; (ii) LendingClub Corporation with an outstanding indebtedness of approximately $26,000; (iii) Colonial Funding Group, LLC with an outstanding indebtedness of approximately $68,486; and (iv) CIT d/b/a DirectCapital with an outstanding indebtedness of approximately $18,000. As adequate protection to the Secured Creditors, the Debtor proposes to give Secured Creditors rollover replacement liens on the same types and kinds of property on which the Secured Creditors assert liens pre-petition, to the extent of cash collateral actually used. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/nywb18-11425-60.pdf About JBecks Properties JBecks Properties, Inc., is a Sub-chapter "C" corporation that owns and operates Mr. Bills Restaurant & Bar located at 1500 Cleveland Drive, Cheektowaga, New York. It is in the business of operating a bar/restaurant and activities incidental thereto. JBecks Properties filed its voluntary petition for relief under Chapter 11 (Bankr. W.D.N.Y. Case No. 18-11425) on July 24, 2018. In the petition signed by John A. Beck, president, the Debtor estimated under $100,000 in assets and under $1 million in debt. The Debtor is represented by Robert B. Gleichenhaus at Gleichenhaus, Marchese & Weishaar, P.C. JENESS UNIFORM: Jan. 23 Plan Confirmation Hearing ------------------------------------------------- The Disclosure Statement filed by Jeness Uniform Centers, LLC, is conditionally approved. January 16, 2019 is fixed as the last day for filing written acceptances or rejections of the plan referred to above. No later than 35 days prior to the hearing date set forth in paragraph below, the proponent of the plan must mail to creditors, equity security holders, and other parties in interest, and will transmit to the United States trustee, the plan, the disclosure statement, a ballot conforming to Official Form 314, and a notice of combined hearing on final approval of the disclosure statement and the hearing on confirmation of the plan. The proponent of the plan will file with the Clerk the notice of hearing together with a certification of distribution of the aforementioned disclosure statement, plan, ballot and notice. January 23, 2019 at 11 a.m. is fixed for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan. January 16, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. The Plan provides for one class of Secured Claims and one class of Unsecured Claims, as well as one class of equity. Unsecured creditors will receive a total of $82,500.00 through the Plan, which payments will be paid annually on a pro-rata basis, unless any of the Unsecured Creditors accept different treatment. This represents a return of 21.21% of the claims. According to the Debtor, this is more than they would receive in a chapter 7 case. In a chapter 7 they would receive $74,217.01, or 19% on their claims. The Debtor will retain its assets in personal property, with new value being contributed by Richard Cruce. He will contribute $250.00/month for 36 months (total of $9,000.00), the source of which will be from his personal funds and/or income. A copy of the Disclosure Statement is available at https://tinyurl.com/yd9xhw7d from PacerMonitor.com at no charge. About Jeness Uniform Centers Jeness Uniform Centers, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-71557) on May 2, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Frank J. Santoro presides over the case. The Debtor hired Roussos Glanzer & Barnhart, P.L.C., as counsel. JESS ARNDELL: Trustee Selling Truckee Property to Archer for $350K ------------------------------------------------------------------ Timothy W. Wilson, the Chapter 11 Trustee of Jess C. Arndell and Suzanne K. Arndell, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the residential real property located at 14050 South Shore Drive, Truckee, California to Mark J. Archer for $350,000, subject to higher and better offers. The Real Property consists of a vacant lakefront parcel of land on Donner Lake identified as Nevada County, CA APN: 17-390-11. Prior to the appointment of the Trustee, the Debtors had marketed the Real Property for sale along with their adjoining residence for over one year. On Oct. 22, 2018, the Trustee received a purchase offer of $325,000 from the Buyer for the purchase of the Real Property pursuant to a Vacant Land Purchase Agreement and Joint Escrow Instructions. The Trustee submitted a counter-offer for $375,000 which was rejected by the Buyer, and on Oct. 22, 2018, the Buyer submitted his Buyer Counter Offer No. 1 for $350,000, along with an Addendum requiring that the Seiler/Trustee remove certain tree limbs and rocks from the Real Property prior to close of escrow, which Counteroffer was accepted by the Trustee. The sale is also subject to a Court Confirmation Addendum dated Oct. 22, 2018, indicating that the proposed sale is subject to Court approval and close of escrow on Nov. 16, 2018. The proposed sale is subject to standard warranties and representations with respect to the Real Property and all non-delinquent real estate taxes, pre-paid insurance, homeowners' association fees and assessments will be prorated between the parties as of the Closing Date, with closing costs being allocated as is customary. By the terms of the Offer, a commission in the amount of 6% of the gross sales price is to be paid and split equally by Barbara Wilkinson of Dickson Realty and Gale Etchells of Tahoe Truckee Homes, Inc. There are currently two financial liens or encumbrances against the Real Propetty, including a lien for unpaid real property taxes owing to Nevada County in the estimated amount of $7,580, and a first priority deed of trust owing to Sierra Mountain Mortgage, in the estimated amount owing of $200,000. By the Motion, the Trustee asks an order approving the sale of the Real Property of the estate, free and clear of liens. With respect to the secured claim of Nevada County, any unpaid real property taxes will be paid at the time of sale upon close of escrow. With respect to the disposition of the sales price of $350,000, the Trustee proposes the following deductions therefrom in order to close escrow, free and clear of financial liens and encumbrances: (i) deduct $21,000 for the 6% real estate commission that Trustee is obligated to pay; (ii) deduct for escrow/title costs estimated at 1% or $3,500; (iii) deduct for Nevada County Tax Collector of $7,672, or more for real property taxes assessed against the Real Property; and (iv) deduct for Sierra Mountain Mortgage of approximately $200,000, or more, for a release and satisfaction of the first priority deed of trust. The estimated net sales proceeds that the Trustee will have in his possession after sale are in the amount of $117,828, and will be held by the Trustee in his authorized estate bank account to be distributed to allowed administrative, priority and unsecured creditors in the order of priority. Because the Real Property has been marketed for over a year without any viable offers, the Trustee believes that the sale of the Real Property is in the best interests of the estate. The current offer will yield sufficient proceeds to pay all financial liens, commissions and closing costs, and provide net proceeds of approximately $117,828 for payment of chapter 7 and ll administrative expenses and allowed general unsecured claims. Accordingly, he believes in his best business judgment that the Real Property has been properly market tested by being listed with a reputable real estate broker for over a year. However, in the event a higher offer to purchase the Real Property is presented before, or at the appointed hearing, these terms and conditions must be complied with: a. Minimum Deposit Required to Bid: $75,000 made payable to Trustee Timothy Nelson at the time of hearing b. Minimum bidding increments: $360,000 c. Bid Increments: $10,000 d. Close of Escrow: Any successful overbidder must be able to close escrow within three days from the date of hearing on the Sale Motion. In order to market the Real Property most effectively and thereby to liquidate the same for the best and highest price, Gale Etchells of Tahoe Truckee Homes, Inc. (and formerly of Sierra Sothebys international) was employed. The Debtors' Broker advertised said Real Property at the Broker's expense, showed the Real Property to interested parties, represented the Debtors in connection with the sale of the Real Property, and is now advising the Trustee with respect to obtaining the highest and best offers available in the present market for said Real Property. Gale Etchells of Tahoe Truckee Homes, Inc. will receive a real estate broker's commission in an amount of 3% of the gross sales' price, and the Buyer's agent, Barbara Wilkinson of Dickson Realty (or any successful overbidder's agent) will receive 3% of the gross sales' price. Finally, the Trustee asks the Court to waive the 14-day stay under FRBP 6004(h). A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/JESS_ARNDELL_321_Sales.pdf Jess C. Arndell and Suzanne K. Arndell sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-51465) on Dec. 9, 2016. The Debtors tapped Holly E. Estes, Esq., as counsel. On May 31, 2018, the Court appointed Timothy W. Nelson, CPA, as Trustee. Gale Etchells of Sierra Sothebys International was appointed as broker. JHL INDUSTRIAL: Court Confirms 4th Amended Chapter 11 Plan ---------------------------------------------------------- The Bankruptcy Court approved, on a final basis, the disclosure statement explaining JHL Industrial Services, LLC's Fourth Amended Plan of Reorganization and confirmed the Plan. Under Article III, Section 3.2 of the Plan the amount of the Section 507(a)(8) claim of the Internal Revenue Service is currently $166,735.79. However, the Debtor has recently filed some missing and amended tax returns which the IRS has not yet been able to review. If, after reviewing the returns, the IRS decreases or increases the liability in an amended proof of claim, the Debtor will either (1) file an objection to the IRS amended proof of claim within 30 days of when the amended claim is filed; or (2) the Debtor will pay the modified liability per the amended IRS proof of claim as set forth in the Plan of Reorganization and without requiring amendment to the Plan of Reorganization. For the purposes of the Plan, the Debtor does not dispute (and has agreed not to object to) the unsecured claim of Douglas Richter as filed (Proof of Claim 7-1) filed on June 6, 2017. Under the fourth amended plan of reorganization, creditors holding Class 7 general unsecured claims will receive their pro rata share of the net profits fund to be established by the company and funded by 25% of its net profits. Distributions from the net profits fund will continue for five years following the effective date of the plan. Payments will not exceed the amount of the allowed unsecured claims, plus interest calculated at 2.5% per annum. Distributions to general unsecured creditors will be made annually on the anniversary of the effective date and will begin next year. In the alternative, JHL may distribute $40,000, less any payments already made to general unsecured creditors under the plan, as a lump-sum payment on a pro-rata basis, according to the company's latest disclosure statement filed on Sept. 20 with the U.S. Bankruptcy Court for the District of Colorado. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/cob17-14141-264.pdf A copy of the fourth amended plan is available for free at: http://bankrupt.com/misc/cob17-14141-263.pdf The proposed deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan is Oct. 4. The hearing to approve the disclosure statement and the plan is scheduled for Oct. 17. About JHL Industrial Services JHL Industrial Services, LLC, which conducts business under the name Platt Rogers Company -- http://www.plattrogers.com/-- provides niche services including custom fuel system installation, civil construction, integrated agricultural feed and water solutions, piping process, new construction and renovation of facilities and plant, demolition, environmental construction, fuel distribution, fuel management and energy economizing and alternative energies distribution system installation. JHL Industrial Services, based in Lakewood, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017. In its petition, the Debtor estimated $505,500 in total assets and $1.02 million in total liabilities. The petition was signed by Jason Grubb, managing member. The Hon. Joseph G. Rosania Jr. presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as bankruptcy counsel to the Debtor. JOHN HOCK: RCEM Investments Buying Delray Beach Property for $180K ------------------------------------------------------------------ John R. Hock and Doreen T. Zic-Hock ask the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the real property located at 1634 NE 3rd Avenue, Delray Beach, Florida to RCEM Investments, LLC, for $180,000. The Property is an investment property, not the Debtors' homestead. The Confirmed Plan provides for the Debtors to retain the Property and pay the secured Lender. The Order confirming the Debtors' Plan provides the final plan terms relative to the property, as negotiations were made with the lender after entry of the Order on the Motion to Value and after the Plan was proposed. At the time of the filing the Property was secured by a first lien to JPMorgan Chase Bank, N.A. and assigned to Venture Trust 2013-I-H-R by MCM Capital Partners, LLC, its trustee, its successor and assigns in the approximate amount of $206,150. The Debtors filed a motion to value the lien of Venture Trust. The Agreed Order on the Motion valued the Property at $133,852 at the time of the filing of the case. The Debtors were to make monthly payments of $760 per month over 30 years, plus paying property taxes of approximately $386 per month, and insurance of approximately $152 per month. The total monthly cost of mortgage taxes and insurance is $1,298, not including maintenance or a vacancy contingency. The property is aged and has substantial differed maintenance. The property has been leased for $1,400 per month, which covers the basic expenses, but results in a loss after maintenance costs are factored in. The Debtors received an offer from the Buyer to purchase the Property for $180,000, an amount more than the secured claim due to the Lender on the Property. The Buyer is neither an insider of the Debtors nor affiliated with the Debtors. The Debtors entered into a purchase and sale agreement with the Buyer, contingent upon approval from the Bankruptcy Court. A copy of the Agreement is attached to the Motion is available for free at: http://bankrupt.com/misc/John_Hock_425_Sales.pdf The current balance on the loan is approximately $133,000. The property is being sold "as is, where is," without any guarantees, representations or warranties. The Debtors believe that the sale price of $180,000 represents the best available price given the current state of the real estate market in Palm Beach County, Florida. As the purchase price is sufficient to pay off the outstanding lien on the Property, the Debtors will pay the lender in full at closing, plus closing costs. Mrs. Zic-Hock is a licensed realtor and is representing the Debtors in the sale transaction. The Debtors propose to pay all fees and costs associated with the closing and settlement of the transaction from the sale proceeds, which will be adequate to cover all expenses associated with the sale. Following confirmation of the Debtors' confirmed Plan, the health of both Debtors has deteriorated. Their monthly income is substantially less than projected, as neither is able to work full time as expected due to medical complications. The net proceeds from the sale of the property will facilitate their ability to pay their obligations to unsecured creditors under the confirmed Plan. Thus the Debtors propose to retain the net sale proceeds, and to use the proceeds to supplement their income. Finally, the Debtors ask to waive the 14-day stay imposed by Federal Rule of Bankruptcy Procedure 6004(h). John R. Hock and Doreen T. Zic-Hock sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 14-32157-PGH) on Oct. 2, 2014. On Nov. 1, 2017, the Court confirmed the Debtors' Chapter 11 Plan of Reorganization. Counsel for the Debtors: Malinda L. Hayes, Esq. MARKARIAN & HAYES 2925 PGA Blvd., Suite 204 Palm Beach Gardens, FL 33410 Telephone: (561) 626-4700 Facsimile: (561) 627-9479 JP MORGAN 2018-LTV1: DBRS Gives Prov. B Rating on Class B-5 Certs ----------------------------------------------------------------- DBRS, Inc. assigned provisional ratings to the Mortgage Pass-Through Certificates, Series 2018-LTV1 (the Certificates) to be issued by J.P. Morgan Mortgage Trust 2018-LTV1 as follows: -- $404.1 million Class A-1 at AAA (sf) -- $404.1 million Class A-2 at AAA (sf) -- $367.4 million Class A-3 at AAA (sf) -- $367.4 million Class A-4 at AAA (sf) -- $275.6 million Class A-5 at AAA (sf) -- $275.6 million Class A-6 at AAA (sf) -- $91.9 million Class A-7 at AAA (sf) -- $91.9 million Class A-8 at AAA (sf) -- $71.7 million Class A-9 at AAA (sf) -- $71.7 million Class A-10 at AAA (sf) -- $20.1 million Class A-11 at AAA (sf) -- $20.1 million Class A-12 at AAA (sf) -- $36.7 million Class A-13 at AAA (sf) -- $36.7 million Class A-14 at AAA (sf) -- $229.6 million Class A-15 at AAA (sf) -- $229.6 million Class A-16 at AAA (sf) -- $46.0 million Class A-17 at AAA (sf) -- $46.0 million Class A-18 at AAA (sf) -- $137.8 million Class A-19 at AAA (sf) -- $137.8 million Class A-20 at AAA (sf) -- $404.1 million Class A-X-1 at AAA (sf) -- $404.1 million Class A-X-2 at AAA (sf) -- $367.4 million Class A-X-3 at AAA (sf) -- $275.6 million Class A-X-4 at AAA (sf) -- $91.9 million Class A-X-5 at AAA (sf) -- $71.7 million Class A-X-6 at AAA (sf) -- $20.1 million Class A-X-7 at AAA (sf) -- $36.7 million Class A-X-8 at AAA (sf) -- $229.6 million Class A-X-9 at AAA (sf) -- $46.0 million Class A-X-10 at AAA (sf) -- $404.1 million Class A-X-11 at AAA (sf) -- $14.9 million Class B-1 at AA (sf) -- $13.8 million Class B-2 at A (sf) -- $11.5 million Class B-3 at BBB (sf) -- $8.0 million Class B-4 at BB (sf) -- $3.0 million Class B-5 at B (sf) Classes A-X-1, A-X-2, A-X-3, A-X-4, A-X-5, A-X-6, A-X-7, A-X-8, A-X-9, A-X-10 and A-X-11 are interest-only (IO) notes. The class balances represent notional amounts. Classes A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-11, A-13, A-15, A-17, A-19, A-20, A-X-2, A-X-3, A-X-4, A-X-5 and A-X-11 are exchangeable certificates. These classes can be exchanged for a combination of depositable certificates, as specified in the offering documents. Classes A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-15, A-16 A-17, A-18, A-19 and A-20 are super-senior certificates. These classes benefit from additional protection from the senior support certificate (Classes A-13 and A-14) with respect to loss allocation. The AAA (sf) ratings on the Certificates reflect the 12.00% of credit enhancement provided by subordinated certificates in the pool. The AA (sf), A (sf), BBB (sf), BB (sf) and B (sf) ratings reflect 8.75%, 5.75%, 3.25%, 1.50% and 0.85% of credit enhancement, respectively. Other than the specified classes above, DBRS does not rate any other classes in this transaction. The Certificates are backed by 694 loans with a total principal balance of $459,258,410 as of the Cut-Off Date (November 1, 2018). Compared with other post-crisis prime pools, this portfolio consists of higher loan-to-value (LTV), fully amortizing fixed-rate mortgages with original terms to maturity of primarily 30 years. Almost the entire pool (99.0%) comprises loans with current CLTV ratios greater than 79.0%. The high LTV attribute of this portfolio is partially balanced by certain mitigants, such as FICO, the debt-to-income ratio, income, reserves and other default drivers. Details on the underwriting of conforming loans can be found in the Key Probability of Default Drivers section of the related presale report. The originators for the aggregate mortgage pool are United Shore Financial Services (53.0%), SoFi Lending Corp (10.1%), loanDepot.com (7.0%) and various other originators, each comprising less than 5.0% of the mortgage loans. Approximately 7.7% of the loans sold to the mortgage loan seller were acquired by MAXEX Clearing LLC, which purchased loans from the related originators or an unaffiliated third party that directly or indirectly purchased such loans from the related originators. The mortgage loans will be serviced or sub-serviced by New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing (SMS, 93.0%) and Cenlar FSB (Cenlar, 7.0%). Servicing will be transferred from SMS to J.P. Morgan Chase Bank, N.A. (JPMCB) on the servicing transfer date (January 2, 2019, or a later date) as determined by the issuing entity and JPMCB. Unique to this transaction is the servicing fee payable for mortgage loans serviced by SMS, which is composed of three separate constituents: the aggregate base servicing fee, the aggregate delinquent servicing fee and the aggregate additional servicing fee. These fees vary based on the delinquency status of the related loan and will be paid from interest collections before distribution to the securities. The mortgage loans serviced by Cenlar are payable based on a fixed servicing fee framework. Wells Fargo Bank, N.A. (rated AA, Stable, by DBRS) will act as the Master Servicer, Securities Administrator and Custodian. U.S. Bank Trust National Association will serve as Delaware Trustee. Pentalpha Surveillance LLC will serve as the representations and warranties (R&W) Reviewer. The transaction employs a senior-subordinate shifting-interest cash flow structure that is enhanced from a pre-crisis structure. The ratings reflect transactional strengths that include high-quality underlying assets, well-qualified borrowers and a satisfactory third-party due diligence review. This transaction employs an R&W framework that contains certain weaknesses, such as materiality factors, some unrated R&W providers, knowledge qualifiers and sunset provisions that allow for certain R&Ws to expire within three to six years after the Closing Date. The framework is perceived by DBRS to be limiting compared with traditional lifetime R&W standards in certain DBRS-rated securitizations. To capture the perceived weaknesses in the R&W framework, DBRS reduced the originator scores in this pool. A lower originator score results in increased default and loss assumptions and provides additional cushions for the rated securities. K.D. DIDS: Taps Windels Marx as Legal Counsel --------------------------------------------- K.D. Dids, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Windels Marx Lane & Mittendorf, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors; prepare a plan of reorganization; assist in any potential sale of its assets or financing; and provide other legal services related to its Chapter 11 case. The standard hourly rates charged by the firm are: Partners $375 - $985 Associates $210 - $495 Paraprofessionals $170 Charles Simpson, Esq., at Windels Marx, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles E. Simpson, Esq., Windels Marx Lane & Mittendorf, LLP 156 West 56th Street New York, New York 10019 Phone: (212) 237-1000 Email: csimpson@windelsmarx.com About K.D. Dids Inc. K.D. Dids, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-13064) on October 8, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $1 million. The case has been assigned to Judge Sean H. Lane. The Debtor tapped Windels Marx Lane & Mittendorf, LLP as its legal counsel. KCST USA: Court Dissolves Preliminary Injunction Against Axia ------------------------------------------------------------- Plaintiff Axia NetMedia Corporation in the case captioned AXIA NETMEDIA CORPORATION, Plaintiff, KCST, USA, INC., Plaintiff Intervenor, v. MASSACHUSETTS TECHNOLOGY PARK CORPORATION d/b/a MASSACHUSETTS TECHNOLOGY COLLABORATIVE, Defendant, Civil Action No. 17-10482-TSH (D. Mass.) filed a motion seeking to dissolve the preliminary injunction previously issued by the Court requiring Axia to perform its obligations under the parties' Guaranty Agreement while their various contractual disputes were in arbitration. Axia also requests that the Court execute the $4 million bond posted by MTC. Upon review, District Judge Timothy S. Hillman is granted in part and denied in part Axia's motion. MTC argued that Axia's attempts to dissolve the injunction are premature for two reasons: (1) the award is subject to modification and (2) the partial final award has not been confirmed by a court. As to MTC's first argument, under Rule R-50, the arbitrator may correct "computational errors in the award" but "is not empowered to redetermine the merits of any claim already decided." In Hart Surgical, Inc. v. Ultracision, Inc., the First Circuit noted that "[t]he prerequisite of finality promotes the role of arbitration as an expeditious alternative to traditional litigation." "Normally, an arbitral award is deemed final provided it evidences the arbitrators' intention to resolve all claims submitted in the demand for arbitration, even though the arbitrators purport to retain jurisdiction in the event the need arises to resolve some subsidiary matter, such as damages or backpay calculations." Applying this standard, the Fradella court concluded that an arbitration award was final even though the award contained an error which the panel later corrected. This is exactly the situation at bar. The arbitrator explicitly noted, "the only claim remaining in this arbitration is possible AAA fee and cost shifting to the prevailing parties, here KCST and Axia." This issue is subsidiary and therefore does not render the arbitrator's award non-final. In addition, MTC has moved to correct computational errors and allocation of damages. Similarly, this contention of error does not preclude a finding of finality. According to the language of the Network Operator Services that is incorporated in the Guarantee, Axia only has a duty to perform "while the dispute is being resolved." The dispute here being the underlying dispute whether MTC had materially breached the NOA by failing to build sufficient CAIs. The First Circuit noted that "once arbitration is completed, any possible need to compel performance pendente lite disappears." After issuing the "Partial Final Award", the arbitrator noted, "the only claim remaining in this arbitration is possible AAA fee and cost shifting to the prevailing parties, here KCST and Axia." In other words, the underlying dispute did not remain. The Court finds that the Partial Final Award represents a sufficient resolution of the underlying dispute to terminate Axia's duty of continued performance under the guarantee. This further represents a significant change in circumstances that renders continued enforcement of the injunction inequitable. Thus, the Court finds that the injunction should be dissolved. On the issuance of bond, the Court holds that Axia is not entitled to the Bond for two reasons. First, while the Arbitrator did find that Axia's performance under the Guaranty "conferred a benefit upon MTC to which it was not entitled," the Arbitrator did not find that MTC was wrongfully enjoined. Rather, MTC's unjust enrichment was a result of its "wrongful behavior toward KCST" by violating the NOA. In other words, MTC's conduct in the underlying dispute made it such that the Guaranty should have never been tapped but did not render the Guaranty void. Axia's motion is, therefore, granted in part and denied in part. The preliminary injunction issued by this Court is dissolved but Axia is not entitled to execute on the bond. A copy of the Court's Memorandum and Order dated Oct. 31, 2018 is available at https://bit.ly/2S20B3O from Leagle.com. Axia NetMedia Corporation, Plaintiff, represented by Brian P. Voke, Campbell, Campbell, Edwards & Conroy, PC & Adam A. Larson, Campbell, Campbell, Edwards & Conroy, PC. Massachusetts Technology Park Corporation, doing business as, Defendant, represented by Robert J. Kaler -- Robert.Kaler@hklaw.com -- Holland & Knight LLP & Edwin L. Hall -- Edwin.Hall@hklaw.com -- Holland & Knight, LLP. KCST USA, Inc., Interested Party, represented by Harold B. Murphy -- hmurphy@murphyking.com -- Murphy & King, PC, Aaron D. Rosenberg -- arosenberg@murphyking.com -- Murphy & King, PC & Andrew G. Lizotte -- alizotte@murphyking.com -- Murphy & King, PC. About KCST USA, Inc. KCST USA, Inc., based in Concord, Mass., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-40501) on March 22, 2017. In the petition signed by Terrence Fergus, its president, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Hon. Elizabeth D. Katz presides over the case. Andrew G. Lizotte, Esq., and Harold B. Murphy, Esq., at Murphy & King, P.C., serve as bankruptcy counsel to the Debtor. Stephen Darr of Huron Consulting Services, LLC, is the chief restructuring officer. KELLER OUTDOOR: Court Conditionally Approves Disclosure Statement ----------------------------------------------------------------- The Disclosure Statement Keller Outdoor Lawn Maintenance, LLC, and its debtor-affiliatesis conditionally approved. A final hearing will be held on Thursday, December 20, 2018 at 10:00 a.m. and continuing through Friday, December 21, 2018 before the Honorable Karen S. Jennemann in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801. Any party desiring to object to the Disclosure Statement or to confirmation shall file its objection no later than seven days before the date of the Confirmation Hearing. The Debtor shall file a ballot tabulation no later than four days before the date of the Confirmation Hearing. About Keller Outdoor Lawn Maintenance Keller Outdoor Lawn Maintenance, LLC, and Keller Outdoor Environmental Services, LLC, are privately held companies in Sanford, Florida that provides lawn & garden services to buildings and dwellings. Keller Outdoor Lawn Maintenance and Keller Outdoor Environmental Services concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-02958 and 18-02961, respectively) on May 18, 2018. In the petitions signed by Daniel Munoz, manager, Keller Outdoor estimated $1 million to $10 million in assets and liabilities, and Keller Environmental estimated less than $1 million in assets and $1 million to $10 million in liabilities. Latham, Shuker, Eden & Beaudine, LLP, is the Debtors' counsel. LAURITSEN FIREWOOD: Court Confirms Chapter 11 Plan -------------------------------------------------- The Bankruptcy Court has issued an order confirming the Chapter 11 plan of reorganization filed by Lauritsen Firewood & Rental, Inc. Under the Plan, Class 6 is composed of a secured claim to which Hiawatha National Bank shall be allowed a secured claim in the amount of $1,644,519.56 as of September 20, 2018. The claim is comprised of the obligations memorialized in HNB Loan Nos. 76829, 77001, 77377, 77378, 77451, 78249. Each of the component loans will mature on the 20th anniversary of the Confirmation Date. Interest on each of the component loans will accrue at the initial rate of 6.0%, which rate shall adjust every 5 years on the anniversary of the Confirmation Date, to equal WSJ Prime+1.25%. The interest under Class 6 shall be calculated based on a 360 day year. Payments will be due monthly on the 1st day of each month, commencing December 1, 2018. Payments will be based on a 30 year amortization. Further, the allowed secured claims under Class 7, composed of other secured claims, shall be be paid in full in 84 equal monthly payments starting on the Distribution Date with interest. The creditors in this class shall retain any prepetition lien on Debtor property. Under Class 7, Hiawatha National Bank shall be allowed a secured claim in the amount of $569,710.31 as of September 20, 2018. This claim is comprised of the obligations memorialized in HNB Loan Nos. 76393, 76567, 78250. Also under Class 7 is Bank First National (BFN), which shall be allowed a fully secured claim in such amounts as are from time to time due and owing by Debtor which claim was in the sum of approximately $67,448.75 plus attorneys fees and costs as of May 17, 2017. Debtor shall make quarterly payments of at least $2,773.79 to BFN on the first day each quarter, commencing on the first day of November, 2018 and continuing on the first day of each quarter thereafter, such as on February 1, May 1, August 1, November 1. Interest shall accrue at the rate of 4.0% per annum. All sums due BFN from Debtor including but not limited to all sums due for principal, interest, attorneys fees, costs, and other loan charges pursuant to the Loan Documents shall be due and payable, in full, on August 1, 2025 to BFN. Small Unsecured Creditors under Class 9 shall be allowed for small creditor claims of $250 or less shall be paid, in full, with interest, within one year after the Distribution Date, or when allowed, whichever is later. On the other hand, Class 10, composed of other unsecured creditors shall be allowed claims which are to be paid in full with interest in 60 equal monthly payments starting on the Distribution Date. A redlined version of the Disclosure Statement dated November 2, 2018, is available at: http://bankrupt.com/misc/wiwb18-11711785-3183.pdf About Lauritsen Firewood & Rental Lauritsen Firewood & Rental Inc. is a firewood delivery company. Based in Cushing, Wisconsin, it provides wood heating, firewood chopping, and flat roofing. Lauritsen Firewood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-11785) on May 17, 2017. Derek Lauritsen, president, signed the petition. At the time of the filing, the Debtor disclosed $6.67 million in assets and $3.47 million in liabilities. Judge Catherine J. Furay presides over the case. Joshua D. Christianson, Esq., Christianson & Freund, LLC, in Eau Claire, WI, serves as counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. LE-MAR HOLDINGS: Files Supplement to Bidding Procedures for Assets ------------------------------------------------------------------ Le-Mar Holdings, Inc., Edwards Mail Service, Inc., and Taurean East, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a supplement to their proposed bidding procedures in connection with the sale of substantially all their assets, or a portion of such assets, to highest and best bidder at auction. The supplement includes the Debtors' (i) proposed form of Asset Purchase Agreement, (ii) proposed form of the Assignment and Assumption Agreement, (iii) Bidding Procedures Order, (iv) the Real Property Description, and (v) Assigned Contracts. The Debtors propose to sell substantially all, or a portion, of their Assets, including all rights and interests under their (i) operating contracts with the USPS and (ii) equipment leases, equipment, real property, software, intellectual property, cash, and accounts receivable; provided, however, that Debtors' pre-petition claims and causes of action, and their claims and causes of action and any other avoidance actions or under similar or related state or federal statutes and common law will not constitutes Assets to be sold and will not be sold. The Assets will be sold free and clear of all liens, claims, encumbrances, rights, remedies, restrictions, pledges, interests, liabilities, charges, options, and contractual commitments of any kind or nature whatsoever, whether arising before or after the Petition Date, whether at law or in equity. The sale of the Assets will also be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Debtors, their estates, or their agents or representatives. A copy of the Supplement is available for free at: http://bankrupt.com/misc/Le-Mar_Holdings_781_Sales.pdf About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. Colliers International North Texas, LLC, was appointed by the Court as a real estate broker on Jan. 10, 2018. RSG Restructuring Advisors, LLC, was appointed by the Court as investment advisor on June 11, 2018. LEGAL COVERAGE: Trustee Selling Business Assets to HELP for $20K ---------------------------------------------------------------- Leslie Beth Baskin, the Chapter 11 trustee for The Legal Coverage Group Ltd., asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of business assets to The HELP Group, LLC, for $20,000, subject to higher and better bids. The Trustee has continued to operate the business in a much reduced office space under the general operational management of Amie McKee. Given the publicity associated with LCG principal Gary A. Frank's fraud prosecution and LCG's bankruptcy, LCG has lost much of its business through termination of Worksite contracts which termination greatly exceeds 20 of its business. The Trustee has made numerous inquiries to identify possible buyers by entertaining telephone calls from at least three potential purchasers, and supplying information as to the financials of the LCG, income of LCG, number of Worksites and enrollees, software database information, etc. The Trustee has located a buyer who is willing to make any offer to purchase the Business Assets. McKee formed The HELP Group, LLC that is willing to accept the risk posed by potential Worksite attrition based on her own knowledge of the business. The parties entered into the HELP Group Asset Purchase Agreement. The Trustee respectfully requests the Court's approval to sell the Business Assets, free and clear of any and all liens and encumbrances, for $20,000 to the HELP Group, subject to higher and better bids, if any, with the proceeds to be deposited in the Trustee's DDIP account. Attached to the APA is Schedule 1.3 which is a list of Worksites and vendor contracts which LCG intends to assume and assign to the Buyer (or a successful competitive buyer). The Trustee will entertain competing bids to that made by HELP Group by way of response to the instant Motion, by submission of a competing bid and asset purchase agreement, which competing bid must be at least $25,000 and must be an all-cash bid. Further, the competing bid must be in a form substantially similar to the HELP Group's APA. If the Trustee receives any competing bids within five business days of the Sale Hearing, she will hold an auction at her offices located at 1635 Market Street, 7th Floor, Philadelphia, PA 19103 within two business days of the Sale Hearing. All subsequent offers at the auction, if such auction is held, must be in $2,500 increments over the Initial Competing Bid. The Trustee will present to the Court, at the hearing on the Motion, the highest and best offer for the purchase of the Business Assets and assumption and assignment of leases and contracts and asks that the Court approves the sale, assumption and assignment. The Trustee respectfully asks expedited consideration of the subject Motion in that time is of the essence: (i) the Trustee has been advised by the HELP Group that closing must occur by Dec. 31, 2018; (ii) the Trustee has given the requisite notice to the landlord for the Debtor's offices that it intends to terminate the lease and vacate the premises by Dec. 31, 2018 due to the high monthly lease expense which it can no longer afford; and (iii) the secured lender ("Pru") has given no assurance that it will continue to consent to the use of cash collateral. The Trustee has advised the Office of the U.S. Trustee, its secured creditors and the parties in interest of the subject Motion and request for expedited consideration. The Trustee respectfully asks that the hearing on the portion of the Motion concerning approval of bidding procedures be held on Nov. 28, 2018, with the Sale Hearing being held on Dec. 12, 2018. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Legal_Coverage_503_Sales.pdf The Purchaser: Anne McKee 537 Carson Terrace Huntingdon Valley, PA 19006 About The Legal Coverage Group The Legal Coverage Group Ltd., also known as LCG, Ltd., is a Pennsylvania Subchapter S corporation. LCG, the exclusive provider of HELP Legal Plan, was founded in 1995 to modernize and ultimately perfect the concept of the employee legal plan. Headquartered in the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held employee legal plan servicing worksites of all sizes and industries on a regional and national level, while maintaining the industry's highest rates of retention through unparalleled, unlimited, and fully comprehensive benefits services provided by only partner level attorneys. Legal Coverage Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018. In the petition signed by CEO Gary A. Frank, the Debtor estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Jean K. FitzSimon presides over the case. Dilworth Paxson LLP is the Debtor's legal counsel; and Wipfli LLP, as tax advisor. Leslie Beth Baskin, Esq., has been appointed as Chapter 11 Trustee, and is represented by the law firm of Spector Gadon & Rosen, PC. LIFE SETTLEMENTS: Plan Exclusivity Period Extended Until Jan. 28 ---------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Life Settlements Absolute Return I LLC and its affiliates, has extended the Debtors' Exclusive Filing Period and the Exclusive Solicitation Period through and including January 28, 2019 and March 27, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtors asked the Court for a third time, to extend the Debtors' exclusive periods for approximately 90 additional days. The Debtors claimed that these chapter 11 cases have presented various complex and time-consuming issues, including: (1) communicating, and negotiating potential terms, with various lenders regarding DIP financing and a potential exit credit facility; (2) discussing other potential exit avenues with potential lenders; (3) defending and counter-prosecuting an adversary proceeding with creditor the Employees' Retirement System of the Government of the Virgin Islands ("GERS") regarding its status as a secured creditor (Adversary Proceeding No. 18-50677 (MFW); (4) negotiating with GERS regarding its alleged ability to seek and obtain adequate protection regarding the Debtors' cash collateral motion; and (5) attending to myriad other matters associated with this case. The Debtors recounted that prior to the initiation of the Adversary Proceeding, they have conducted extensive talks with GERS' representatives regarding the cash collateral and lien issues. The Debtors and GERS each solicited and responded to discovery requests in the main bankruptcy case, which resulted in the production of thousands of pages of relevant documents. The Debtors and GERS also attended the mediation on June 18, 2018, which was ultimately unsuccessful. The Debtors claimed that they cannot finalize an appropriate plan of reorganization while the issue regarding the status of GERS' lien remains unresolved. After the First Extension, the Debtors and GERS participated in mediation on June 18, 2018 to attempt to reach a global resolution regarding the status of GERS' lien. Although the Debtors and GERS did not reach a resolution on the date of the mediation, negotiations continued until the filing of the Adversary Proceeding on July 30, 2018. The Debtors contended that the Adversary Proceeding is now a major piece of these Bankruptcy Cases and litigation thereof has caused delay in the finalization of a confirmable plan of reorganization. The Debtors asserted that until such time as the Adversary Proceeding is resolved and GERS' distribution priority is determined, any potential plan will have to account for the various contingencies that could arise from resolution of the Adversary Proceeding. Despite the delays caused by the Adversary Proceeding, the Debtors have made substantial progress in working towards finalizing a plan. Specifically, the Debtors have contacted no fewer than nineteen lenders and discussed potential terms for DIP financing and an exit credit facility. As of the Second Extension, the Debtors and a lender had finalized a term sheet for exit financing. The Debtors and the lender remain in ongoing negotiations over the form of the loan documents and are hopeful to finalize the deal soon. The Debtors hoped to seek Court approval of this financing in short order. The Debtors believed that the financing they have sought will provide the means for funding their reorganization plan and their emergence from chapter 11 as going concern entities. About Life Settlements Absolute Return I Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC, are privately held companies that purchase life insurance policies from policy holders. Their principal assets are located at 6th and Marquette Minneapolis, MN 55479. The Attilanus Fund I, L.P. owns 100% equity interest in Life Settlements Absolute. Affiliates, Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-13030 and 17-13031, respectively) on Dec. 29, 2017. In the petitions signed by Robert J. Davey, III, secretary/treasurer, Life Settlements estimated $10 million to $50 million in assets and $100 million $500 million in liabilities; and Senior LS estimated $10 million to $50 million in assets and under $50,000 in liabilities. The cases are assigned to Judge Mary F. Walrath. Bayard, P.A., serves as the Debtors' local counsel; Nelson Mullins Riley & Scarborough LLP, is general bankruptcy counsel; and Elliott Davis, LLC, is the accountant. LITTLE RIVER HEALTHCARE: Needs More Time to Continue Plan Talks --------------------------------------------------------------- Little River Healthcare Holdings, LLC and its affiliates request the U.S. Bankruptcy Court for the Western District of Texas to extend the Debtors' exclusive periods to file a chapter 11 plan and to solicit acceptances of such plan for a period of 60 days up to and including January 22, 2019 and March 21, 2019, respectively. Absent an extension, the Debtors' initial exclusive filing period and exclusive solicitation period will expire on November 21, 2018 and January 22, 2019, respectively. This is the Debtors' first request for extension of the Exclusive Periods. The Debtors submit that they have made significant progress in the Chapter 11 Cases. Since filing these Chapter 11 Cases, the Debtors have focused their efforts on the operations of the business and handling multi-faceted legal and business issues that require substantial time and diligence to resolve including, but not limited to, evaluating its operations and addressing third party payor issues. They have also obtained debtor-in-possession financing, stabilizing their business operations, and developing a plan of reorganization. While the Debtors have expeditiously negotiated a Restructuring Support Agreement and continue to work with the Agent and Committee to formulate a consensual plan, the Debtors do not anticipate that a plan will be completed prior to the expiration of the Exclusive Period. Accordingly, out of an abundance of caution, the Debtors are seeking an extension of the Exclusive Periods. The Debtors claim that the requested Exclusive Periods extension will enable them to either formulate a chapter 11 plan and present that plan to parties in interest or develop a framework for the sale of some or all of Debtors' assets that will maximize value to their creditors. Thus, the extension will not result in a delay of the process to formulate a chapter 11 plan or develop a framework to sell assets. To the contrary, the requested extension of the Exclusive Periods will permit the plan process or sale process to move forward in an orderly fashion and with better information for all stakeholders. At this time, the Debtors contend that they are actively negotiating with potential purchasers for their assets and any diversion of the attention of their lean staff could materially delay their ability to properly diligence and negotiate current and future prospects. Moreover, if exclusivity terminates and competing chapter 11 plans are filed, resources and energy will necessarily be diverted from negotiating a consensual sale of assets or chapter 11 plan to prosecuting and defending competing plans. About Little River Little River Healthcare Holdings, LLC and its subsidiaries operate two rural hospitals -- one in Rockdale, Texas, and the other in Cameron, Texas. They also currently operate imaging centers, surgery centers, physical rehabilitation centers, and physician practices, most of which operate in the Central Texas market. Little River and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-60525 to 18-60532) on July 24, 2018. In the petitions signed by CRO Ronald Winters, Little River estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Ronald B. King presides over the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP, as legal counsel; Duane Morris, LLP, as special counsel; Harney Management Partners, LLC, as its healthcare consultant; and Epiq Bankruptcy Solutions, LLC, as claims, noticing and balloting agent; H2C Analytics, LLC, as its investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Norton Rose Fulbright US LLP as its legal counsel; and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. The Office of the U.S. Trustee also appointed Susan N. Goodman as patient care ombudsman in the Debtors' cases. LONG-DEI LIU: Disbursing Agent Selling Orange Property for $760K ---------------------------------------------------------------- Wesley H. Avery, the duly appointed post-confirmation Disbursing Agent for the bankruptcy estate of Long Dei-Liu, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at 2628 E. Denise Avenue, Orange, California for a minimum price of $760,000, subject to overbid. Pursuant to the terms of the Confirmed Chapter 11 Plan, the Disbursing Agent is to liquidate all estate assets so as to maximize the possibility of receiving full, fair market value for such assets. In his Schedule A, the Debtor listed an ownership interest in the Property, with a scheduled value of $650,000. The Property is property of the estate, with the exception of the Debtor's claimed homestead exemption -- there are no secured loans on the Property. On Nov. 22, 2017, the Debtor filed the Declaration of John Aust in support of Mr. Aust's appraisal of the Property, which valued the Property at $756,000. On Feb. 13, 2018, the Judgment Creditor obtained an appraisal from David Hayward which valued the Property at $785,000. On March 21, 2018, the Court entered an order determining the value of the Property for purposes of calculating the Debtor's new value contribution to retain the Property at $770,500. The Disbursing Agent thus asks Court approval to sell the Property for a minimum price of $760,000, subject to overbid. There are no liens recorded against the Property. In order to market the Property most effectively, and thereby to liquidate the same for the best and highest price, Disbursing Agent has solicited the assistance of real estate agent, Brian Parsons, of Parsons Real Estate Team associated with Kelley Williams Realty. The Agent has agreed to represent the Disbursing Agent in the marketing and sale of the Property in exchange for a commission of 6%. The Agent has been marketing the Property since entry of the Confirmation Order. The Disbursing Agent has received 25 to 30 offers from interested parties looking to purchase the Property. He has in turn sent counter offers to all interest parties. As Disbursing Agent is in the process of countering/accepting offers, the Disbursing Agent will supplement the Motion prior to the hearing with the name of the proposed buyer, accepted offer/purchase price, and a true and correct copy of the proposed sale agreement and addendums. However, Disbursing Agent will not sell the Property for less than $760,000. The proposed Buyer will provide proof of funds, and agree to an initial earnest money deposit which the Disbursing Agent will holding in trust pending court approval and closing. The deposit will be refundable only if certain conditions to the sale are not satisfied or the Buyer is not the successful bidder in the event overbids are received. The Buyer's offer is the highest and best offer received through the date the Motion was filed. The proposed terms of sale include the following: 1. Subject to court approval, the Disbursing Agent seeks authority to sell the Property for a minimum price of $760,000, free and clear of all liens, claims, and interests. 2. The proposed sale is subject to overbids. The purchase price will be refundable only if the conditions to the sale are not satisfied or the Buyer is not the successful bidders in the event overbids are received. 3. The proposed sale will be "as is, where is," "with all faults," and with no representations or warranties. The Disbursing Agent's transfer of the Property will be by grant deed. Any interested overbidder is encouraged to obtain a copy of the Motion and contact Agent Brian Parsons at (626) 340-8050 or judgment creditor's counsel, D. Edward Hays or Laila Masud at (949) 333-7777 prior to the hearing. The Property will be sold subject to overbid at an open auction to be conducted by the Disbursing Agent in Court at the time that the Motion is heard. The Disbursing Agent has established the following proposed overbid procedures: 1. Any person or entity that is interested in purchasing the Property must serve the Disbursing Agent and judgment creditor's counsel with an initial bid in conformance with these procedures . All Overbids must be received no later than the commencement of the auction; 2. Any entity that submits a timely, conforming Overbid will be deemed a "Qualified Bidder" and may bid for the Property at the hearing. Unless otherwise permitted by the Court, any entity that fails to submit a timely, conforming bid will be disqualified from bidding for the Property; 3. The Disbursing Agent, subject to Court review and the rights of a Bidder or party in interest to raise an issue with the Court, will have sole authority to determine whether a party is a Qualified Bidder. To qualify, Bidders must provide documentary evidence including bank statements to Disbursing Agent demonstrating their ability to consummate a sale; 4. Any Overbid must remain open until the conclusion of the Auction of the Property to be held at the hearing on the Motion; 5. Any Overbid must provide for a minimum purchase price of at least $5,000 in excess of the highest bid received and accepted by the Disbursing Agent prior to the hearing; 6. Any Overbid must be for the Property "as is, where is," and "with all faults," and will not contain any financing, due diligence, or any other contingencies or include any termination fee or any similar fee or expense reimbursement; 7. Any Overbid must be accompanied by a deposit of at least $40,000 in certified funds, which funds will be nonrefundable if the bid is determined by the Court to be the highest and best bid for the Property; 8. Any Overbid must be made by a person or entity who has completed its due diligence review of the Property and is satisfied with the results; 9. If the Disbursing Agent receives a timely, conforming Overbid for the Property, the Court will conduct an Auction of the Property at the hearing, in which all Qualified Bidders may participate. The Auction will be governed by the following procedures: (a) All Qualified Bidders will be deemed to have consented to the core jurisdiction of the Bankruptcy Court and to have waived any right to jury trial in connection with any disputes relating to the Auction or the sale of the Property; (b) After the initial overbid, the minimum bidding increment during the Auction will be $1,000; (c) Bidding will commence at ($5,000 over the highest offer accepted by the Disbursing Agent prior to the hearing); and (d) The Disbursing Agent will make a recommendation to the Court which of the bids is the best bid; and 10. The Successful Bidder must pay, at the closing, the amount of the bid in cash and such other consideration as agreed upon. In compliance with Rule 6004(f)(1), the Disbursing Agent will provide a copy of the escrow closing statement to the Office of the United States Trustee within 10 days after close of escrow. The Property constitutes the Debtor's principal residence. Mrs. Liu has previously testified that she and Dr. Liu purchased the Property in the early 1980's for $250,000. The exclusion from capital gains taxes for a married couple is $500,000. Even without considering any increase in the basis of the Property arising from improvements made by the Lius since its acquisition, the Disbursing Agent does not believe there are any tax consequences from the proposed sale. The Disbursing Agent asks the Court to eliminate the 14-day stay on the effectiveness of any order approving the sale otherwise applicable pursuant to FRBP 6004(g). About Long-Dei Liu Orange, Calif.-based Long-Dei Liu, MD, is a single practitioner who has practiced obstetrics and gynecology since 1981. Long-Dei Liu filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-11588). Judge Theodor Albert presides over the case. Constance Doyle was appointed patient care ombudsman for the Debtor. On Oct. 16, 2018, the Court confirmed the plan of reorganization proposed by judgment creditor, Yuanda Hong. MARWA ENTERPRISES: Taps Rehan N. Khawaja as Legal Counsel --------------------------------------------------------- Marwa Enterprises, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire the Law Offices of Rehan N. Khawaja as its legal counsel. The firm will advise the Debtor concerning the operation of its business in compliance with Chapter 11; assist in the preparation of a plan of reorganization; and provide other services related to its Chapter 11 case. Khawaja charges an hourly fee of $350. The firm received a retainer in the sum of $5,250. The firm neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. Khawaja can be reached through: Rehan N. Khawaja, Esq. Law Offices of Rehan N. Khawaja 817 North Main Street Jacksonville, FL 32202 Phone: 904-355-8055 About Marwa Enterprises LLC Marwa Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-02809) on Aug. 14, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Paul M. Glenn. The Debtor tapped the Law Offices of Rehan N. Khawaja as its legal counsel. MATTRESS FIRM: Taps Crowe LLP as Tax Consultant ----------------------------------------------- Mattress Firm, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Crowe LLP as its tax consultant. The services to be provided by the firm include reading of financial and other internal documentation of the Debtor; discussions with representatives of the Debtor who may have knowledge concerning the transaction; and reading of federal tax provisions and guidance. Crowe will charge these hourly fees: Brent Felten Managing Director $840 David Agler Partner $800 Howard Wagner Partner $795 Brian Keller Partner $765 John Kelleher Partner $745 Mario de Castro Managing Director $740 Frank O'Connell Contractor $675 Wanda Denton Partner $555 Andrew Rascia Senior Manager $465 Brianne De Sellier Manager $415 Tom Watermann Manager $320 During the 90-day period prior to the Debtor's bankruptcy filing, the firm was paid a retainer in the sum of $90,000. Crowe is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Wanda Denton Crowe LLP 225 West Wacker Drive, Suite 2600 Chicago, IL 60606-1224 Phone: +1 312 899 7000 Fax: +1 312 899 5300 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' legal counsel. 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 and noticing agent. MATTRESS FIRM: Taps Deloitte & Touche as Auditor ------------------------------------------------ Mattress Firm, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire an auditor nunc pro tunc to October 5, 2018. The Debtor proposes to employ Deloitte & Touche LLP to conduct a financial statement audit, and to issue an opinion on whether the consolidated financial statements of its parent company, Stripes US Holdings, Inc., for the year ended October 2, 2018 are presented fairly in accordance with international financial reporting standards. The fees will be billed in installments according to this schedule: August 2018 $400,000 September 2018 $375,000 October 2018 $500,000 November 2018 $400,000 December 2018 Remainder Deloitte will charge an hourly fee of $400 for additional services. Kevin Dupuis, managing director of Deloitte, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin Dupuis 1111 Bagby Street, Suite 4500 Houston, TX 77002 Phone: +1 713 982 2000 Fax: +1 713 982 2001 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' legal counsel. 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 and noticing agent. MHT 1220: Has $680K- and $650K-Offer for Houston Property --------------------------------------------------------- MHT 1220, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property and improvements at 1202 Chimney Rock Rd., Houston, Texas, more specifically described as Lot 14, in Block 20, all of Tangelwood Sec. 08, a subdivision in Harris County, Texas, to (i) Gobare, Inc. for $680,000, cash; or (ii) Quan Q. Tran for $130,000, cash plus $520,000 third party financing. The Debtor owns and is in the process of improving real estate with single family homes. It currently owns four separate tracts of land, with each tract improved to different stages of completion. The Debtor is proposing to sell the Property. It is aware of the following liens on the Property: (i) Lynne Purvis - First Lien of approximately $402,500; and (ii) Property Taxes - approximately $12,500. The Debtor has received two offers to purchase the Property, with its improvements as is, at the current state of construction. It believes that the both offers are reasonable, at or near the market price for improved real property in the area, and is asking the Court to determine the highest and best offer among the interested parties, and further asking permission to sell the Property free and clear of all claims and interests to the best offer. The Debtor requests emergency consideration of the Motion. The proposed purchasers have indicated a desire to close promptly, and the Debtor has agreed to an immediate closing date, with the closing deadline having already past as stated in the contract. The proposed sale will result in at least $650,000 in gross proceeds. Currently, it is estimated that there are approximately $415,000 in liens on the Property. Based upon the condition and the stage of construction, the Debtor believes that a sale under either sale would be in the interest of the estate. It further asks that the stay otherwise imposed by Fed. R. Bankr. P. 6004(g) be waived so that the sale may proceed and close immediately. Objections, if any, must be filed within 21 days from the date the Motion was served. A copy of the Contracts attached to the Motion is available for free at: http://bankrupt.com/misc/MHT_1202_47_Sales.pdf The Purchaser: Quan Q. Tran E-mail: quan.q.tran@gmail.com About MHT 1220, LLC MHT 1220, LLC, owns and is in the process of improving real estate with single family homes. It currently owns four separate tracts of land, with each tract improved to different stages of completion . MHT 1220, LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-34019) on July 20, 2018. Counsel for the Debtor: Johnie Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston, TX 77208-1301 Telephone: (713)956-5577 Facsimile: (713)956-5570 MLW LLC: Seeks February 12 Exclusive Plan Filing Period Extension ----------------------------------------------------------------- MLW, LLC requests the U.S. Bankruptcy Court for the Southern District of Florida to extend (i) the exclusive period within which only the Debtor may propose a Plan to February 12, 2019, (ii) the exclusive period within which only the Debtor may solicit acceptances to its Plan to April 15, 2019 and (iii) the deadline to file a plan and disclosure statement to February 12, 2019. The Court has previously entered an Order Shortening Time for Filing Proofs of Claim, Establishing Plan and Disclosure Statement Filing Deadlines, and Addressing Related Matters. Pursuant to said Order, the Court set the deadline for filing a Plan and Disclosure Statement for August 16, 2018 and the deadline for soliciting acceptances of the Plan for October 15, 2018. The Debtor sought and obtained an extension of the exclusivity periods to file a Plan and Disclosure Statement and the deadline for soliciting acceptances of the Plan for November 14, 2018 and January 14, 2018, respectively. The Debtor has filed the Debtor's Motion for Judicial Settlement Conference between the Debtor and Branch Banking and Trust Company, after extensive settlement negotiations between the Debtor and BB&T seemingly reached an impasse. The Debtor claims that the pending issues with BB&T need to be resolved as they will significantly impact the formulation of any plan proposed by the Debtor. Accordingly, the Debtor believes it is appropriate to extend its exclusive period to provide the opportunity for the judicial settlement conference to occur. The Debtor submits that the granting of this extension will not prejudice the rights of any creditor or any party in interest and submits that this motion is made in good faith and not for the purposes of delay. About MLW LLC MLW, LLC, is a lessor of real estate in Boynton Beach, Florida. It is the fee simple owner of a real property located at 10207 100th Street, South Boynton Beach, Florida, valued by the company at $1 million. MLW, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018. In the petition signed by Mark L. Woolfson, managing member, the Debtor disclosed $1.06 million in assets and $1.22 million in liabilities. Judge Erik P. Kimball presides over the case. Alan R. Crane, Esq., at Furr & Cohen, P.A., serves as the Debtor's bankruptcy counsel. MOHAMMED RAJPOOT: Masti Buying Bammel Convenience Store for $133K ----------------------------------------------------------------- Mohammed Tahir Rajpoot asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of personal property outside the ordinary course of business to sell Bammel Joint Venture, LLC's convenience store and gas station located at 103 30 Bammel North Houston Road, Houston, Harris County, Texas to Masti Venture, LLC $50,000 cash down payment plus inventory in the amount of $83,246. Objections, if any, must be filed within 21 days from the date the Notice was served. In his Amended Schedules, the Debtor listed its 50% ownership interest in Bammel Joint Venture, LLC as property of the Bankruptcy Estate. Bammel Joint owns and operates the Bammel Convenience Store. By the Motion, the Debtor asks an Order of the Court authorizing the Debtor, as co-owner and duly authorized agent of Bammel Joint Venture, LLC, to sell to the Purchaser the Bammel Convenience Store business with inventory and goodwill as more particularly described in and pursuant to that certain Sale and Purchase Agreement the parties. The sale will be made "as is, where is" with no representations or warranties of any kind, except as set out in the Purchase Agreement. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Mohammed_Rajpoot_60_Sales.pdf The Debtor desires to sell the Property because he has been burdened by the ongoing time and expense to operate the Property without sustaining levels of distribution to the Debtor. His ongoing burden of time and expense to operate the Property without adequate compensation is an impediment to a successful reorganization of his small business. After extensive efforts to locate a purchaser for the Property, the Debtor has received an offer of purchase from Masti. The Masti offer is the best overall offer that has been received for the Property, and that offer formed the basis for the negotiation of the Purchase Agreement with the Purchaser, which was made subject to the Court's approval. The Purchase Agreement provides for a purchase price of a $50,000 cash down payment plus inventory in the amount of $83,246 valued as follows: fuel and cigarette items will be valued at Seller's cost; and grocery items and beer will be valued at 72% of their retail price. The Purchase Price will be paid to Seller as follows: a $50,000 cash down payment will be paid to Seller at closing, less a broker's fee of $14,500; the Purchaser will also execute and deliver a promissory note in the amount of $83,246 With interest to accrue at 6 % per annum, which will be payable to the Seller in 18 monthly installments of $4,848. The Debtor asks that the Court approves the Purchase Price and authorize the Debtor, as co-owner and duly authorized agent of the Seller, to sell the Property to Masti for the purchase price and on the terms set forth in the Purchase Agreement. He believes that the Purchase Price is the best price currently obtainable for the Property in an arms'-length transaction. Mohammed Tahir Rajpoot sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-31217) on March 11, 2018. Counsel for the Debtor: Richard L. Fuqua, Esq. FUQUA & Assocmrss, P.C. 5005 Riverway, Suite 250 Houston, TX 77056 Telephone: (713) 960-0277 Facsimile: (713) 960-1064 E-mail: rlfuqua@fuqualegal.com MONITRONICS INTERNATIONAL: Extends Early Tender Deadline to Dec. 10 ------------------------------------------------------------------- Ascent Capital Group, Inc. announced that as of 5:00 p.m., New York City time, on Nov. 19, 2018, holders of $469,957,000 aggregate principal amount of 9.125% Senior Notes due 2020 of Monitronics International, Inc., a wholly owned subsidiary of Ascent, representing approximately 80.33% of the outstanding aggregate principal amount of the Old Notes, had been validly tendered and not validly withdrawn pursuant to Monitronics' previously announced offer to exchange up to $585,000,000 aggregate principal amount of Monitronics' new 5.500%/6.500% Senior Secured Second Lien Cashpay/PIK Notes due 2023 to be issued for validly tendered (and not validly withdrawn) Old Notes and, in conjunction with the exchange offer, a solicitation of consents by Monitronics to certain proposed amendments to the indenture governing the Old Notes. Monitronics has extended the early tender time of the Old Notes until 11:59 p.m., New York City time, on Dec. 10, 2018. Holders of Old Notes who validly tender prior to the Early Tender Time will receive $1,000 principal amount of New Notes per $1,000 principal amount of those Old Notes validly tendered and not validly withdrawn. Monitronics has received consents from the holders of greater than a majority of the outstanding principal amount of Old Notes and will enter into the supplemental indenture giving effect to the proposed amendments, which will become operative when Monitronics accepts the validly tendered Old Notes for purchase and notifies the trustee that those Old Notes have been accepted for purchase. The withdrawal deadline of 5:00 p.m., New York City time, on Nov. 19, 2018 has passed and tendered Old Notes may no longer be validly withdrawn except for under the limited circumstances described in the offering memorandum for the exchange offer. Consummation of the exchange offer is conditioned upon the satisfaction or waiver of the conditions specified in the offering memorandum. The exchange offer and the consent solicitation may be amended, extended, terminated or withdrawn by Monitronics for any reason in its sole discretion. The New Notes have not been and will not be registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act or in any other jurisdiction absent registration or an applicable exemption from the registration requirements of the securities laws of such other jurisdiction. D.F. King & Co., Inc. is acting as the exchange agent and information agent for the exchange offer and the consent solicitation. Requests for the offering documents from "Eligible Holders" may be directed to D.F. King & Co., Inc. and holders of the Old Notes may complete and submit a letter of eligibility online at www.dfking.com/monitronics or by e-mail to monitronics@dfking.com or by phone at (212) 269-5550 (for brokers and banks) or (877) 674-6273 (for all others). None of Ascent, Monitronics, their subsidiaries or any other person makes a recommendation as to whether holders of the Old Notes should tender their Old Notes pursuant to the exchange offer or deliver consents pursuant to the consent solicitation. Each holder must make its own decision as to whether to tender its Old Notes and to deliver consents, and, if so, the principal amount of the Old Notes as to which action is to be taken. About Monitronics Farmers Branch, Texas-based Monitronics International, Inc. -- http://www.mymoni.com/-- provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services. The Company is supported by a network of independent Authorized Dealers providing products and support to customers in the United States, Canada and Puerto Rico. Its wholly owned subsidiary, LiveWatch is a Do-It-Yourself home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. Monitronics is a wholly-owned subsidiary of Ascent Capital Group, Inc. Monitroics was incorporated in the state of Texas on Aug. 31, 1994. At Dec. 31, 2017, the Company had more than 1,330 full-time employees and over 100 part-time employees, all of which are located in the United States. Monitronics reported net losses of $111.29 million in 2017, $76.30 million in 2016 and $72.44 million in 2015. As of Sept. 30, 2018, the Company had $1.70 billion in total assets, $1.90 billion in total liabilities and a total stockholders' deficit of $202.90 million. * * * In September 2018, S&P Global Ratings lowered its issuer credit rating on Monitronics to 'CC' from 'CCC'. The downgrade follows Monitronics' announcement on Aug. 30, 2018, of a proposed transaction to exchange its 9.125% senior unsecured notes due 2020 for a combination of new $585 million cash and paid-in-kind (PIK) (7.75% cash and 3.75% PIK) unsecured notes due 2023, up to $100 million of cash from parent company Ascent and warrants. Monitronics is also proposing amendments to eliminate the restrictive covenants governing the 2020 notes, including certain events of default. In July 2018, Moody's Investors Service, Inc., downgraded Monitronics International's Corporate Family Rating to 'Caa2', from 'B3'. The downgrade of Monitronics' CFR reflects strains on the company's liquidity and capital structure caused by impending maturities, as well as its continued lackluster operating performance. NATIONAL AUTO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: National Auto Lenders, Inc. dba NAL Everywhere dba NALENDERS dba NAL 14645 NW 77th Avenue, Suite 203 Miami Lakes, FL 33014 Business Description: National Auto Lenders, Inc. -- www.nalenders.com -- is a non-prime auto finance company that purchases loans from auto dealers. It has been established for more than 20 years and buys loans in multiple states. National Auto Lenders is headquartered in Miami, Florida. Chapter 11 Petition Date: November 23, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 18-24586 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Paul Steven Singerman, Esq. BERGER SINGERMAN LLP 1450 Brickell Ave #1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: 305.714.4340 Email: singerman@bergersingerman.com Debtor's Financial Advisor: DEVELOPMENT SPECIALISTS, INC. Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petition was signed by Dania Ramos-Infante, vice president, CFO, and COO. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb18-24586.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bifulco, Phil & Heidi Loan $2,700,000 5829 NW 85th Lane Parkland, FL 33067 Tel: 954 575-2463 Email: flattenomatic@aol.com Tammy J. Burns Loan $1,145,776 Revocable Trust 8 Cayuga Ln Sea Ranch Lakes, FL 33308 Tel: 954 784-8070 Canopic Holdings, LP Loan $1,116,524 315 SE 14th Street Fort Lauderdale, FL 33316 Gary Richmond Tel: 954 524-2250 Frachetti, Patricia Loan $855,147 1511 S. Columbine Street Denver, CO 80210 Tel: 303 480-9644 Email: p_frachetti@hotmail.com Millradt, Paul Loan $820,828 7240 S. Sicily Ct. Aurora, CO 80016 Tel: 303 284-9456 Email: paulmillradt@yahoo.com Rodriguez, Luis D., Loan $705,000 Asuncion Terol, Luis D. Terol as Trustees of the Luis Asuncion Rodriquez Rev. St. Trust Agr. 6666 SW 115th Court Apt. 408 Miami, FL 33173 Email: luisdrterol@yahoo.com Louise Horne Revocable Living Trust Loan $700,000 2066 N. Ocean Boulevard Apt. 10NE Boca Raton, FL 33431 Louise Horne Tel: 954 931-2362 Email: lou6kids@aol.com Kougoucheff, Anne Loan $700,000 & Guillaume Morin, as Trustees of the Anne Kougoucheff Morin Living Trust 2648 Miller Ct. Weston, FL 33332 Guillaume Morin Tel: 954-993-5168 Email: morigui@att.net Olesiewicz, Thomas Loan $667,236 & Sharon, as tenants by the entireties 5250 NW 85th Avenue Lauderhill, FL 33351 Thomas Olesiewicz Tel: 954 749-6350 Email: tom@odcpa.com ETC-FBO Agnes Loan $658,256 Goodman 169411 Bene William Goodman Deed Beneficiary IRA P.O. Box 451340 Westlake, OH 44145 Agnes Goodman Tel: 772 678-5050 Email: goodmanaggie51@gmail.com Guario, Vito and Louise Loan $653,002 14050 Carlton Drive Davie, FL 33330 Tel: 954 474-2671 Email: alleyesoptical@aol.com Anthony DeAquino Loan $607,917 Revocable Living Trust Dated August 7, 2012 2101 W. Commercial Blvd. Suite 4800 Fort Lauderdale, FL 33309 Anthony DeAquino Tel: 954 731-5555 Email: tony@odcpa.com Cook, Angelina Loan $595,192 225 1/2 29th Ave. N. Saint Petersburg, FL 33704 Tel: 303 884-6277 Email: mschief@miworld.us Shelnutt, Mark & Loan $562,054 Linda T. Seek 2802 SE 28th Street Ocala, FL 34471 Linda T. Seek Tel: 352 867-5514 Email: lseek@shelnuttpa.com Guario, Rosa, as Loan $550,000 Trustee of the Revocable Living Trust 10331 SW 40th Street Davie, FL 33328 Rosa Guario Tel: 954 683-9678 IRA-STC Cook, Loan $535,083 Angelina 750785 P.O. Box 7080 San Carlos, CA 94070 Angelina Cook Tel: 303 884-6277 Email: mschief@miworld.us Muxo, Jr., Alex & Loan $500,000 Bonnie Muxo, as tenants by the entireties 2510 Princeton Court Weston, FL 33327 Bonnie Muxo Tel: 954 384-4748 Email: bmuxo@aol.com Sandra L. DeAquino Loan $466,517 Revocable Living Trust dated June 16, 2014 4951 NW 110th Way Coral Springs, FL 33076 Tel: 954 755-8078 Email: sandyllk420@aol.com IRA-STC-FBO Loan $460,885 Wendy Labonte P.O. Box 7080 San Carlos, CA 94070 Tel: 561 866-1413 Email: wendylamblabonte@gmail.com Brown, Curtis & Marjorie Loan $431,237 6270 Via Palladium Boca Raton, FL 33433 Curtis & Marjorie Brown Tel: 561 436-6787 Email: gigibrown16@gmail.com NEOVASC INC: Incurs US$13.25 Million Net Loss in Third Quarter -------------------------------------------------------------- Neovasc Inc. reported a loss of US$13.25 million on US$480,540 of revenue for the three months ended Sept. 30, 2018 for the three months ended Sept. 30, 2018, compared to a loss of US$4.69 million on US$1.37 million of revenue for the same period last year. For the nine months ended Sept. 30, 2018, the Company reported a loss of US$118.28 million on US$1.22 million of revenue compared to a loss of US$17.88 million on US$4.16 million of revenue for the nine months ended Sept. 30, 2017. As of Sept. 30, 2018, the Company had US$17.37 million in total assets, US$32.06 million in total liabilities, and a total deficit of US$14.69 million. Revenues decreased 65% to US$480,540 for the three months ended Sept. 30, 2018, compared to revenues of US$1,374,893 for the same period in 2017. In December 2017, the Company closed its contract manufacturing and consulting services business and is now focused on the commercialization of its own product, the Reducer. Sales of the Reducer for the three months ended Sept. 30, 2018 were US$480,540 compared to US$334,208 for the same period in 2017, representing an increase of 44%. The Company is encouraged by the progress this year, but recognizes that future revenues may be unstable before the Reducer becomes widely adopted. The continued success of the commercialization of the Reducer will be dependent on the amount of internal resources allocated to the product, obtaining appropriate reimbursement codes in various territories and correctly managing the referrals process. The cost of goods sold for the three months ended Sept. 30, 2018 was US$96,743 compared to US$659,686 for the same period in 2017. The overall gross margin for the three months ended Sept. 30, 2018 was 80%, compared to 52% gross margin for the same period in 2017. The gross margin now reflects the gross margin on the Reducer product only, whereas the comparable period included contract manufacturing and consulting services. Total expenses for the three months ended Sept. 30, 2018 were US$8,654,600, compared to US$6,540,734 for the same period in 2017, representing an increase of US$2,113,866 or 32%. The increase in total expenses for the three months ended Sept. 30, 2018 compared to the same period in 2017 can be substantially explained by a US$3,096,655 increase in general and administrative expenses due to a US$1,406,822 increase in stock based compensation, as incentive grants were made during the third quarter of 2018 and a US$1,000,000 charge for collaboration and settlement expenses offset by a US$931,945 decrease in product development and clinical trial expenses as we continue to preserve cash resources. Selling expenses for the three months ended Sept. 30, 2018 were US$202,947, compared to US$253,791 for the same period in 2017, representing a decrease of US$50,844, or 20%. The decrease in selling expenses for the three months ended Sept. 30, 2018 compared to the same period in 2017 reflects a decrease in costs incurred for commercialization activities related to the Reducer as the Company has reduced its attendance at conferences during the quarter. The Company continues to minimize its selling expenses as the cash resources of the Company are still limited. General and administrative expenses for the three months ended Sept. 30, 2018 were US$4,960,957, compared to US$1,864,302 for the same period in 2017, representing an increase of US$3,096,655 or 166%. The increase in general and administrative expenses for the three months ended Sept. 30, 2018 compared to the same period in 2017 can be substantially explained by a US$1,406,822 increase in share-based payments (as the option awards in 2018 were higher in quantity and value than in 2017), a US$1,000,000 increase in collaboration and settlement expenses, and a $892,535 increase in other expense offset by a US$471,993 decrease in litigation expenses (as there are fewer ongoing litigation matters). Product development and clinical trial expenses for the three months ended Sept. 30, 2018 were US$3,490,696 compared to US$4,422,641 for the same period in 2017, representing a decrease of US$931,945 or 21%. The decrease in product development and clinical trial expenses for the three months ended Sept. 30, 2018 was the result of a US$294,331 decrease in employee expenses due to restructuring of the Company and a US$481,747 decrease in other expenses, as the Company continues to control costs. The Company's expenses are subject to inflation and cost increases. The Company has not seen a material increase in the price of any of the components used in the manufacture of its products and services. The other loss for the three months ended Sept. 30, 2018 was US$4,932,151 compared to other income of US$1,473,493 for the same period in 2017, an adverse change of US$6,405,644. The increase in the other loss can be substantially explained by the accounting treatment of the 2017 Financings resulting in charges of US$5,026,218 in the quarter and a US$1,550,719 net reduction in foreign exchange gains received in the same quarter last year. The operating losses and comprehensive losses for the nine months ended Sept. 30, 2018 were US$118,283,093 and US$118,515,403 respectively, or $10.46 basic and diluted loss per share, as compared with losses of $17,882,255 and US$19,832,651, respectively, or $22.68 basic and diluted loss per share, for the same period in 2017. The US$98,682,752 increase in the comprehensive loss incurred for the nine months ended Sept. 30, 2018 compared to the same period in 2017 can be substantially explained by the accounting treatment of the 2017 Financings resulting in charges of US$97,599,557 and a $2,277,278 increase in general and administrative expenses (including a US$754,640 increase in stock based compensation, as incentive grants were made during the third quarter of 2018 and a US$1,000,000 charge for collaboration and settlement expenses). Discussion of Liquidity and Capital Resources Neovasc finances its operations and capital expenditures with cash generated from operations and through equity and debt financings. As at Sept. 30, 2018 the Company had cash and cash equivalents of US$14,487,483 compared to cash and cash equivalents of US$17,507,157 as at Dec. 31, 2017. The Company will require significant additional financing in order to continue to operate its business. Given the current nature of the Company's capital structure, there can be no assurance that such financing will be available on favorable terms, or at all. The Company is in a positive working capital position of US$12,259,606, with current assets of US$15,972,965 and current liabilities of US$3,713,359. However, of the current liabilities, only US$2,739,433 are cash liabilities, the liability for the convertible Notes and the derivative liability from the 2017 Financings are accounting entries to account for the value of the instruments issued in the 2017 Financings. The Company will require additional working capital in order to continue to operate its business and there can be no assurance that such additional working capital will be available on favorable terms, or at all. Cash used in operating activities for the nine months ended Sept. 30, 2018, was US$16,822,109, compared to US$14,242,747 for the same period in 2017. For the nine months ended Sept. 30, 2018, operating expenses were US$17,729,515, compared to US$14,627,842 for the same period in 2017, an increase of US$3,101,673 that can be explained by a US$1,000,000 charge for collaboration and settlement expenses in 2018 and a US$867,402 reduction in gross profit as the Company ended its contract manufacturing and consulting services at the end of 2017. Net cash provided from the net change in non-cash working capital items for the nine months ended Sept. 30, 2018 was US$938,010, compared to a net cash outflow of US$462,544 in the same period in 2017. The increase in net cash inflow can be attributed to a change in the balance sheet structure as the Company closed its consulting services and contract manufacturing businesses. Net cash received from investing activities for the nine months ended Sept. 30, 2018 was US$715,848 compared to net cash applied to investing activities of US$767,372 for the same period in 2017, primarily due to the receipt of proceeds from the sale of assets of US$865,610, and a US$282,214 decrease in purchase of property, plant and equipment, as there is still a requirement to preserve cash resources in 2018. Outstanding Share Data As at Nov. 12, 2018, the Company had 24,978,892 common voting shares issued and outstanding. Further, the following securities are convertible into Common Shares: 2,801,137 stock options with a weighted average price of $2.10, 58,381,846 warrants and US$17,510,000 principal amount of Notes, which could convert into 7,663,953 Common Shares (not taking into account the alternate conversion price mechanism). The Company's fully diluted share capital as of the same date is 34,546,872. Its fully diluted share capital, adjusted on the assumption that all the issuable Series B Warrants are exercised using the cashless alternative net number mechanism and the outstanding Notes are exercised using the alternate conversion price at the closing price on November 12, 2018 is 37,717,535. A full-text copy of the Form 6-K is available for free at: https://is.gd/X0telZ About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88 million in total assets, US$28.04 million in total liabilities and a total deficit of US$4.15 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: Neil Gagnon Lowers Equity Stake to 3.9% as of Nov. 14 ------------------------------------------------------------------ Neil Gagnon reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Nov. 14, 2018, he beneficially owns 978,476 common shares, no par value, of Neovasc, Inc., which represents 3.9 percent of the Common Shares outstanding. Mr. Gagnon has sole voting and dispositive power over 147,266 shares of the Issuer's Common Shares, No Par Value. In addition, Mr. Gagnon has shared voting power over 815,024 Common Shares and shared dispositive power over 831,209 Common Shares. Mr. Gagnon is the managing member and principal owner of Gagnon Securities LLC, an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts to which it furnishes investment advice. Mr. Gagnon and GS may be deemed to share voting power with respect to 244,194 Common Shares held in the Accounts and dispositive power with respect 260,102 Common Shares held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts. Mr. Gagnon is also the chief executive officer of Gagnon Advisors, LLC, an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC, a private investment fund, may be deemed to share voting and dispositive power with respect to the 468,770 Common Shares held by GIA. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA. A full-text copy of the regulatory filing is available for free at: https://is.gd/1khZ3P About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88 million in total assets, US$28.04 million in total liabilities and a total deficit of US$4.15 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: Provides Third Quarter 2018 Business Update -------------------------------------------------------- Business highlights: * FDA has granted Breakthrough Device designation to the Neovasc Reducer for the treatment of refractory angina * Reducer implanted in 100th patient in Germany * Tiara featured in live case at the 32nd Annual European Association for Cardio-Thoracic Surgery (EACTS) Meeting in Milan * Peer-reviewed article on Tiara cases published in Circulation: Cardiovascular Interventions * Regained compliance with the Nasdaq minimum bid price rule "In the first nine months of 2018, we successfully managed several critical corporate events and achieved many significant therapy development milestones for both of our product platforms. As a result, the Company is now on a stronger foundation from which to continue advancing our product development, clinical and commercial programs for the Reducer and Tiara," said Fred Colen, president and chief executive officer of Neovasc. "While there are still challenges to overcome, we have developed a clear value creation strategy for the Company's patients, employees, and investors alike. This will be achieved through our team's proven ability to deliver on the well-defined critical future milestones we have established for our two product platforms, the Tiara and the Reducer." Mr. Colen continued, "The Tiara clinical outcome data, which we have been regularly reporting on, is increasingly generating positive attention as a leading option for minimally invasive mitral valve replacement for patients suffering from severe mitral regurgitation. This growing collection of robust clinical data also includes the publication of a peer-reviewed article in the Cardiovascular Interventions journal, a live case demonstration at the 32nd Annual European Association for Cardio-Thoracic Surgery meeting, and presentations of new clinical data at several scientific conferences. We believe that our ongoing efforts to build awareness of the Tiara and its benefits for patients with severe mitral regurgitation in the clinical community will help drive increased enrollment for our TIARA-II study in Europe." "Positive momentum for the therapy development and commercialization activities of the Reducer in Europe continues to build, with sales in the third quarter of 2018 increasing by 44% year-over-year and increasing by 45% for the first nine months of 2018 over the same period in 2017. The Company has launched a couple of pilot programs in Germany for the required Reducer therapy development with referring physicians together with a professional therapy development organization, to quickly learn more about these therapy development challenges and opportunities," concluded Mr. Colen. The Tiara Mitral Valve To date, 63 patients have been treated with Tiara in the TIARA-I early feasibility clinical study, in compassionate use cases and in our European TIARA-II CE Mark clinical study ("TIARA-II"). The 30-day survival rate for the 63 patients treated with the Tiara (i.e. those treated more than 30 days ago) is 53/59 or 90% with one patient now over four years post implant and five patients over two years post implant. The Tiara has been successfully implanted in both functional and degenerative mitral regurgitation patients, as well as in patients with pre-existing prosthetic aortic valves and mitral surgical annuloplasty rings. To date, 22 patients have been treated under compassionate use, 21 patients in the TIARA-I clinical study and 20 patients in the TIARA-II clinical study. The 30 day survival rate for patients who reached the 30 day time point, is 90% overall and is 94% in the TIARA II study. On October 20th, the Tiara was featured in a "live case" at the 32nd Annual European Association for Cardio-Thoracic Surgery Meeting in Milan. The successful procedure was performed by Dr. Lenard Conradi and Dr. Ulrich Schaefer of University Medical Center Hamburg-Eppendorf in Hamburg, Germany and then broadcasted to a large audience at the conference. In approximately 14 minutes, for the delivery system/heart interaction, the doctors were able to implant the Tiara device and completely resolve the patient's severe mitral regurgitation, without any procedural complications. The November issue of Cardiovascular Interventions included a peer-reviewed article reporting on cases of transcatheter mitral valve replacement using the Tiara valve in patients with previous aortic valve replacement. These patients were considered extremely high-risk due to their severe mitral regurgitation and previous surgical aortic valve prosthesis, but the article describes great short-term outcomes. The surgery had a success rate of 100% with no death or major complications and, immediately following implantation, the patients' mitral regurgitation was eliminated. This publication supports Tiara as a technically feasible and safe option for these high-risk patients. In addition, the editor of the Journal stated in editorial comments, that: "The investigators, are taking the field of TMVR to the next level where both prosthetic aortic valves and transcatheter mitral prosthesis coexist, and should be congratulated for their contribution." Enrollment of patients in the European TIARA-II clinical study continues. All factors influencing enrollment have been reviewed and as a result the Company implemented an easy-to-use, local pre-screening tool for physicians and clinical sites, increased the number of fully qualified proctoring physicians, now with two fully qualified European physicians as proctors available, and the Company increased its field clinical engineering support in Europe, most recently adding two very experienced field clinical/market development personnel in Germany. Most importantly, the Company keeps working with its currently qualified clinical sites and adding new clinical sites and it is pleased to see much interest from new potential clinical sites. Neovasc currently has 13 active and qualified TIARA-II clinical study sites and five more in the qualification/approval phase. Furthermore, the Company is currently reviewing up to three additional clinical sites for the qualification initiation process, in order to bring the total amount of clinical sites in the TIARA-II study to 20 sites, which is the maximum approved number of sites overall. As a result of all of these actions, the Company believes it will be able to increase enrollment in the TIARA-II clinical study. Concept development activities for the transfemoral, trans-septal Tiara version also continued with steady progress on the Tiara valve modifications, enabling a smaller profile delivery system and treatment of a larger patient population with severe mitral valve regurgitation. Trans-septal delivery system design concept trade-off engineering work also continued. Neovasc is planning to finalize the trans-septal Tiara system design concept during the first quarter of 2019. The Reducer The Company is encouraged by the ramping of market interest in the Reducer. In May 2018, at the Euro PCR Conference in Paris, the Reducer was showcased during a dedicated symposium hosted by Dr. Stefan Verheye and Dr. Shmuel Banai. The symposium included presentations from physicians on their clinical experience with Reducer, discussions about potential additional applications for Reducer, and a cost/benefit analysis of Reducer utilizations for healthcare systems. The commercial progress for the Reducer in Europe and the Middle East in the first nine months of 2018 was encouraging with a 45% increase in revenue compared to the same time period of 2017. More than 20 clinics in Germany have completed the reimbursement negotiations with the German health insurance companies and have now established a satisfactory overall reimbursement amount for the Reducer procedure, while others are either in the negotiation process or will negotiate later this year, per pre-set negotiation cycles. One of the drivers behind this success is the NUB 1 status for new therapies in Germany, which the Reducer received at the end of January 2018. In October 2018, the Company announced that the U.S. Food and Drug Administration has granted "Breakthrough Device Designation" for the Reducer. The FDA grants this designation in order to expedite the development and review of a device that demonstrates compelling potential to provide a more effective treatment or diagnosis for life-threatening or irreversibly debilitating diseases. The Company is working closely with FDA through this process. In July 2018, the Company announced that the first U.S. patient has been implanted with a Reducer for the treatment of refractory angina. The Compassionate Use case was conducted by Dr. Gerald Koenig, along with Dr. Ryan Gindi and colleagues, of the Division of Cardiology at Henry Ford Hospital in Detroit, Michigan. The Company recently announced that the patient was no longer experiencing the very debilitating symptoms of severe refractory angina, as reported by the physicians at the 12-week follow-up appointment. Nasdaq Listing On Oct. 9, 2018, Neovasc received notice from the Nasdaq Hearings Panel that the Company regained compliance with the minimum bid price requirement for the Company's continued listing on the Nasdaq Capital Market. Accordingly, Neovasc is in compliance with all applicable Nasdaq listing standards and the Company considers this matter closed. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88 million in total assets, US$28.04 million in total liabilities and a total deficit of US$4.15 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEW BERN: WSI Summary Judgment Bid on WCC Indemnity Claim Allowed ----------------------------------------------------------------- On remand from the district court, Bankruptcy Judge Stephani W. Humrickhouse again allows third-party defendant Waterproofing Specialties, Inc.'s motion for summary judgment on Weaver Cooke Construction, LLC's contractual indemnity claim. WSI is the subcontractor responsible for, among other things, "installing and applying concealed waterproofing, expansion joints and traffic coating to the horizontal concrete surfaces of the SkySail project, which included the Project's concrete balcony slabs and the parking and pool decks." The traffic coating itself is "a liquid waterproofing substance applied to exposed concrete in order to prevent water penetration through the concrete and the attached structure." As has previously been discussed many times, the gist of the problem is that architectural details for SkySail called for the traffic coating "to be applied to the concrete balconies prior to the installation of the sliding glass doors, such that the traffic coating would run underneath the threshold of the sliding glass doors." Unfortunately, "the sliding glass doors were actually installed before the traffic coating had been applied such that the traffic coating went over the threshold of the balcony doors." Weaver Cooke also alleged that "traffic coating was installed out of sequence in relation to the installation of the brick veneer and led to water intrusion through the Project's walls." In support of its motion for summary judgment on grounds of contributory negligence, WSI cited evidence of record establishing, in its view, that "Weaver Cooke's actions were the sole cause of the [water intrusion] condition as they set the sequencing of the work which led to the alleged defect." All that is necessary for present purposes, however, is that WSI establish Weaver Cooke's contributory negligence from the evidence of record, which it has undisputably done. Weaver Cooke maintains that the evidence put forward by WSI "does not rise to the level of contributory negligence," but the court disagrees. It is undisputably clear from the extensive evidence of record in this proceeding that Weaver Cooke was responsible, at the very least in part, for the sequencing errors that it claims contributed to the water intrusion problems at SkySail and for which Weaver Cooke would seek indemnity from WSI. These sequencing errors resulted in installation of the sliding glass doors prior to application of the traffic coating to the concrete balconies; in addition, Weaver Cooke created the sequencing schedule for the traffic coating and installation of the brick. Weaver Cooke set these schedules in error and its representatives have acknowledged that mistake. Accordingly, based on its own undisputed contributory negligence, Weaver Cooke is precluded from seeking indemnification from WSI. Thus, WSI's motion for summary judgment on the contractual indemnity claim is allowed on grounds of Weaver Cooke's contributory negligence. In addition, and in the alternative, WSI's motion is allowed on grounds that Weaver Cooke's claim for damages pertains wholly and only to "the Work" performed by WSI as defined within the parties' subcontract and the attachments thereto, and is for that reason excepted from recovery in indemnity. And, finally, with respect to the issue remanded by the district court in its order of Jan. 4, 2017, the court clarifies and confirms that its analysis as set forth in the "First Order" does apply to the sequencing defects associated with the concealed waterproofing applied to SkySail's second floor balconies over habitable space, as well as on the pool courtyard (terrace) TP slab. The adversary proceeding is NEW BERN RIVERFRONT DEVELOPMENT, LLC, Plaintiff, v. WEAVER COOKE CONSTRUCTION, LLC; TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA; J. DAVIS ARCHITECTS, PLLC; FLUHRER REED PA; and NATIONAL ERECTORS REBAR, INC. f/k/a NATIONAL REINFORCING SYSTEMS, INC., Defendants, and WEAVER COOKE CONSTRUCTION, LLC; and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, Defendants, Counterclaimants, Crossclaimants and Third-Party Plaintiffs, v. J. DAVIS ARCHITECTS, PLLC, FLUHRER REED PA, SKYSAIL OWNERS ASSOCIATION, INC.; NATIONAL REINFORCING SYSTEMS, INC., ROBERT P. ARMSTRONG, JR., ROBERT ARMSTRONG, JR., INC., SUMMIT DESIGN GROUP, INC., CAROLINA CUSTOM MOULDING, INC., CURRENTON CONCRETE WORKS, INC., WILLIAM H. DAIL d/b/a DD COMPANY, EAST CAROLINA MASONRY, INC., GOURAS, INC., HAMLIN ROOFING SERVICES, INC., HUMPHREY HEATING & AIR CONDITIONING, INC.; PERFORMANCE FIRE PROTECTION, LLC; RANDOLPH STAIR AND RAIL COMPANY; STOCK BUILDING SUPPLY, LLC; PLF OF SANFORD, INC. f/d/b/a LEE WINDOW & DOOR COMPANY; UNITED FORMING, INC. a/d/b/a UNITED CONCRETE, INC.; JOHNSON'S MODERN ELECTRIC COMPANY, INC.; and WATERPROOFING SPECIALITIES, INC., Crossclaimants, Counterclaimants and Third-Party Defendants. and NATIONAL ERECTORS REBAR, INC. Defendant, Counterclaimant, Crossclaimant and Third-Party Plaintiff, v. ROBERT P. ARMSTRONG, JR., ROBERT ARMSTRONG, JR., INC., SUMMIT DESIGN GROUP, INC., JMW CONCRETE CONTRACTORS, and JOHNSON'S MODERN ELECTRIC COMPANY, INC. Third-Party Defendants. and J. DAVIS ARCHITECTS, PLLC, Third-Party Plaintiff, v. McKIM & CREED, P.A., Third-Party Defendant. and GOURAS, INC., Third-Party Defendant and Fourth-Party Plaintiff, v. RAFAEL HERNANDEZ, JR., CARLOS CHAVEZ d/b/a CHAVEZ DRYWALL, 5 BOYS, INC. and ALEX GARCIA d/b/a/ JC 5, Fourth-Party Defendants. and STOCK BUILDING SUPPLY, LLC, Third-Party Defendant and Fourth-Party Plaintiff, v. CARLOS O. GARCIA, d/b/a/ C.N.N.C., Fourth-Party Defendant, Adversary Proceeding No. 10-00023-AP (Bankr. E.D.N.C.). A copy of the Court' s Order dated Oct. 31, 2018 is available at https://bit.ly/2QXlhtz from Leagle.com. Jeld-Wen, Inc., Movant, represented by David M. Grogan -- grogan@slk-law.com -- Shumaker Loop & Kendrick, LLP. New Bern Riverfront Development, LLC, Plaintiff, represented by Daniel K. Bryson -- dan@wbmllp.com -- Whitfield, Bryson & Mason, LLP, Matthew E. Lee -- matthew@wbmllp.com -- Whitfield, Bryson & Mason, LLP, John A. Northen, Northen Blue, LLP, Vicki L. Parrott, Northen Blue, LLP & Jeremy R. Williams, Whitfield Bryson & Mason LLP. Humphrey Heating and Air Conditioning, Inc., Defendant, pro se. National Erectors Rebar, Inc., Defendant, represented by Patsy A. Cook, William M. Black, Jr., Attorneys, Christopher J. Derrenbacher, Lewis Brisbois Bisgaard & Smith LLP &Jennifer M. St. Clair . Travelers Casualty and Surety Company of America, Defendant, represented by Matthew C. Bouchard, Lewis & Roberts P.L.L.C. & Carter B. Reid, Watt, Tieder, Hoffar & Fitzgerald, LLP. J. Davis Architects, PLLC, Defendant, represented by Jeffrey D. Bradford, Brown Law LLP, Gregory W. Brown, Brown Law LLP & Kristi Lyn Gavalier, Brown Law LLP. Weaver Cooke Construction, LLC, Counter-Claimant, represented by Luke J. Farley, Conner Gwyn Schenck PLLC, Joseph P. Gram, Conner Gwyn Schenck PLLC & C. Hamilton (Hank) Jarrett, III, Conner Gwyn Schenck, PLLC. About New Bern Riverfront Development Cary, North Carolina-based New Bern Riverfront Development, LLC, is the developer of SkySail Condominium, consisting of 121 residential condominiums (plus 1 commercial/non-residential unit) located on Middle Street on the waterfront in historic downtown New Bern, North Carolina, and sells the SkySail Condominiums in the ordinary course of business. New Bern Riverfront filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov. 30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents the Debtor. The Company disclosed $31,515,040 in assets and $25,676,781 in liabilities as of the Chapter 11 filing. New Bern Riverfront has filed an Amended Plan of Reorganization, which represents a consensual plan negotiated with the Debtor's secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates selling properties. NICHOLS BROTHER: SB Energy Buying WO Oil/Gas Assets for $1 Million ------------------------------------------------------------------ W.O. Operating Co., Ltd., an affiliate of Nichols Brothers, Inc., asks the U.S. Bankruptcy Court for the Northern District of Oklahoma to authorize the sale outside the ordinary course of business of its oil and gas assets to SB Energy 1, LLC or its assignee, pursuant to their Asset Purchase Agreement, dated Oct. 18, 2018, as amended, for $1 million "Base Consideration" and a potential additional amount of up to $1 million as an "earnout" if certain production is achieved on certain "Earn Out" Leases by specified deadlines. WO is a Texas limited partnership which owns oil and gas properties in Texas and previously engaged in the production of hydrocarbons and operation of oil and gas wells in connection therewith. It has its principal place of business in Tulsa, Oklahoma. WO remains in possession of its assets as debtor-in-possession but such assets are not and have not been operated as producing oil and gas properties during the Bankruptcy Case. Pursuant to the Agreement, the Buyer will purchase virtually all of WO's Assets for the purchase price of $1 million "Base Consideration" and a potential additional amount of up to $1 million as an "earnout" if certain production is achieved on certain "Earn Out" Leases by specified deadlines, calculated on the value of such leases denominated as the "Earn Out Leases" are restored to operations as set forth in the Agreement. Of the total Purchase Price, only the $1 million Base Consideration is guaranteed. Teh "Earnout" consideration is contingent upon certain events. The sale will be free and clear of any and all liens, claims, encumbrances, and other interests, with such liens, claims, encumbrances, and other interests, if any, to attach to the proceeds. Under the Agreement, WO will retain ownership of certain hydrocarbons in tank batteries to be sold by the Buyer for account of WO. All hydrocarbons in anyWO tank in a quantity above a "Base Amount" are excluded from sale and are retained by WO, together with all right to proceeds from the sale of such hydrocarbons and any claims, accounts receivables, or funds related to the sale. The Agreement defines "Base Amount" as hydrocarbons not to exceed 40 bbls in a particular tank. Anything over the 40 bbls "Base Amount" constitutes hydrocarbons retained by WO. Pursuant to the Agreement Buyer agrees, as agent and on behalf of WO, to sell the hydrocarbons above the BaseAmount in accordance with normal industry practice, deducting therefrom the amounts due to royalty owners on a pro-rata share of such production proceeds, to be paid by the hydrocarbon purchaser to the respective royalty owners, or for the Buyer to otherwise use commercially reasonable efforts to make payments to the royalty owners of the amount due them on the sale of hydrocarbons. WO's net revenue interest share of the hydrocarbon sale proceeds will be separately paid to WO by Buyer within the timeframe set forth in the Agreement. This payment is in addition and separate from any consideration for the purchase of theWO Assets under the Agreement. The Assets of WO being sold to SB pursuant to the Agreement are subject to encumbrances, claims, liens, and mortgages of CrossFirst Bank as pre-petition agent for a certain pre-petition debt, and as administrative agent and collateral agent for itself, Arena Limited SPV, LLC, Kirkpatrick Bank, and Valley National Bank. Cross First has previously recorded liens against the oil and gas assets being sold, by filing on oil and gas mortgages, which oil and gas mortgages have not been released. WO asks authority to pay to Cross First net sale proceeds on WO's prepetition secured debt proceeds from Base Consideration the hydrocarbon sales and from the Earnout leases for application to principal, when and if such additional funds are paid to WO. WO will file a report of sale within 15 days of each of the following: (i) closing of the sale contemplated under the Agreement and (ii) receipt of proceeds reporting on sale of hydrocarbons and, (iii) payment to Cross First on the Pre-Petition Indebtedness due to Cross First from proceeds arising from the Agreement. At date of Commencement of these Bankruptcy cases, the principal sum stipulated to be due to CrossFirst on the pre-petition debt in the DIP Order $29,087,695, which has been reduced by payment of Collateral Sale Proceeds to $23,267,125 as shown by CrossFirst as of Oct. 1, 2018. The Railroad Commission of Texas ("TRRC") is charged with duties and responsibilities in connection with the regulation of operation of oil and gas properties in the State of Texas and administers laws and regulations in effect with respect to the same within its jurisdiction. WO, the Buyer, and their respective representatives have been actively engaged in discussions with the TRRC concerning the terms and conditions of a proposed sale of the WO Assets. On Nov. 5, 2018, WO, the Buyer, the TRRC, and the newly identified operator for the WO Assets Large Operating, LLC executed a binding Term Sheet that has cleared the way for the sale of the assets to the Buyer, but which is subject to formal approval of the TRRC which is a condition precedent to the consummation of the Agreement. It is scheduled for consideration by the Commissioners of the Texas Railroad Commission at its meeting on Nov. 13, 2018. The provisions negotiated in the Term Sheet are a material condition of the proposed sale and, accordingly, the sale cannot close until the Buyer and Large Operating, LLC comply with the requirements of the Term Sheet. As part of the settlement, WO has filed a Rule 9019 Motion concurrently with the Motion that provides for resolution of all claims and disputes between WO and the TRRC. Approval of the 9019 Motion is part and parcel of the proposed sale. The Bankruptcy Court of the Northern District of Oklahoma will have jurisdiction regarding the interpretation and enforcement of the Agreement the sale order. As to disputes between the TRRC, the Buyer, or Large Operating regarding or arising from regulatory enforcement of any provision of the Term Sheet, those disputes will be determined in Travis County State District Court located in the city of Austin, Texas or in an administrative hearing before an administrative law judge. It is respectfully submitted that the WO Assets to be sold have value, but the Assets are in a distressed and currently inoperable condition, with a limited market of qualified or otherwise interested purchasers. Any purchaser would be required to meet the requirements of the TRRC with respect to the transfer of the operations of the properties and qualifications as operator. This series of obstacles has been addressed between WO, the Buyer, and the TRRC. Restoration of the properties to operation is critical to preservation of value and to prevent waste for both WO and its creditors and for the Buyer. The Debtor asks entry of a short-form of the Sale Order that may be filed in the applicable county recoding offices to memorialize the transfer of the WO Assets in the real property records. It will file the Short-Form Sale Order together with the Sale Order. A copy of APA attached to the Motion is available for free at: http://bankrupt.com/misc/Nichols_Brothers_213_Sales.pdf The Purchaser: SB ENERGY 1, LLC 745 Fifth Avenue New York, NY 10150 Attn: Richard Sands, Manager E-mail: rsands@casimircapital.com The Purchaser is represented by: Charles Rubio, Esq. DIAMOND MCCARTHY LLP 909 Fannin Street, Suite 3700 Houston, TX 77010 E-mail: crubio@diamondmccarthy.com About Nichols Brothers Nichols Brothers, Inc., and its subsidiaries are primarily focused on oil and gas production operating 400 producing wells, which are generally considered "stripper wells" in the industry. The business group is owned and operated by Richard and Orville Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma. Nichols Brothers and its subsidiaries filed voluntary petitions (Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the petition signed by Richard Nichols, president, Nichols Brothers disclosed $10,388 in assets and $32.87 million in liabilities. The case is assigned to Judge Terrence L. Michael. Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel; Padilla Law Firm, serves as special counsel to the Debtor; and Koehler & Associates, Inc., as its chief restructuring officer. The U.S. Trustee for Region 20 on June 22, 2018, appointed an official committee of unsecured creditors. The Committee retained Rosenstein Fist & Ringold, as counsel. NMSOOH INC: Needs More Time to Continue to Negotiate with Creditors ------------------------------------------------------------------- NMSOOH, Inc., d/b/a National Media Services, and NMS Fabrications, Inc. request the U.S. Bankruptcy Court for the Eastern District of New York to extend their respective exclusive periods in which they may file a chapter 11 plan to December 31, 2018, and solicit acceptances thereof through February 28, 2019. The Debtors relate that the Court has approved, on an interim basis, NMSOOH's use of cash collateral and additional funding through factoring agreement with Bluevine Capital Inc. on November 5, 2014. Since that time, such use has been extended on interim basis through a series of bridge and interim orders with consent of Bluevine. Bari Lepelstat and David Lepelstat filed a motion to dismiss NMSOOH's case on June 1, 2018. After having been fully briefed, the parties negotiated and entered into a Stipulation of Settlement, subject to the Court's approval. Accordingly, by 9019 Motion filed on August 20, 2018, NMSOOH sought approval of the Stipulation of Settlement in order to resolve the Motion to Dismiss. Bluevine filed an objection to the 9019 Motion raising concerns over certain provisions in the settlement. The Court held a status conference on the 9019 Motion, where the concerns with the Stipulation of Settlement of Bluevine, the Office of the U.S. Trustee, and the Court were discussed. However, the settlement was not approved but rather the 9019 Motion marked off the calendar and the Motion to Dismiss restored for an evidentiary hearing on November 19, 2018. The Court has previously granted several oral requests for interim extensions under the First Exclusivity Motion that ran parallel with NMSOOH's efforts to settle the Motion to Dismiss through the Stipulation of Settlement along with further additional time in an attempt to resolve concerns raised by Bluevine to the settlement. The Debtors contend that those extensions has had two benefits: (a) the Debtors have been able to continue operations which gives it more data to fine tune the projections it will need to support a viable plan; and (b) part of the negotiations with both the Lepelstats and Bluevine -- two of the major creditor constituents in the NMOOSH case -- included discussions about what a viable plan should look like. Although progress has been made, the Debtors require extensions of their respective Exclusivity Periods to give them additional time to continue to negotiate with their creditors and finalize the necessary financial projections, and assist those parties in understanding the Debtor's business operations as they relate to their respective proposed plan. Moreover, the Motion to Dismiss is an unresolved contingency that continues to exist until it is resolved. It is currently unknown when said motion will be decided with finality. Accordingly, the Debtors assert that the current exclusivity deadline, however known, should be preserved while the Motion to Dismiss is pending. About NMSOOH, Inc., d/b/a National Media Services NMSOOH, Inc., based in Copiague, NY, and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 18-72671) on April 20, 2018. The Hon. Louis A. Scarcella (18-72671) and Robert E. Grossman (18-72675), preside over the cases. In the petition signed by Eric S. Drucker, president and CEO, the Debtors estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Richard J. McCord, a partner of Certilman Balin Adler & Hyman, LLP, serves as bankruptcy counsel. NOON MEDITERRANEAN: NAYA Express V Buying Philly Location for $50K ------------------------------------------------------------------ Noon Mediterranean, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of its Philadelphia location (1601 Market St.), together with all restaurant furniture, fixtures and equipment and inventory and restaurant supplies remaining on the Premises on the Closing Date, to NAYA Express V Philly, LLC, for $50,000 cash plus November rent and rent through Dec. 15, 2018, subject to higher and better offers. Referencing Local Bankruptcy Rule 6004-1(b)(i-iii), the Debtor, among other things, makes these disclosures/statements: a. The Debtor does not contemplate the inclusion of releases in the Agreement; b. A private sale is contemplated, subject to higher and better offers; c. The closing of the proposed sale has to occur by Nov. 30, 2018; d. The Purchaser is not paying a good faith deposit in connection with the sale; e. There are no agreements regarding the use of sale proceeds; f. The Debtor is not asking to have the sale declared exempt from recording taxes, stamp taxes, use taxes and other, similar transfer taxes (to the extent applicable) in connection with the sale; g. Lease for Philadelphia location to be assigned and the Debtor is asking to assume/assign its Philadelphia location only (1601 Market St.) incident to the proposed sale; h. The proposed sale does not involve credit bidding; and i. The Debtor will be asking relief pursuant to Federal Rule of Bankruptcy Procedure 6004(h). Through the Motion, the Debtor asks for approval of the sale free and clear of all liens, claims, interests and encumbrances pursuant to the Agreement. In addition, the Debtor is also asking to assume and assign the lease associated with the Debtor's Philadelphia location. It believes that it does not owe counterparty PA-1601 Market Street Limited Partnership any monies in connection with the Philadelphia Lease and, accordingly, believes that the cure amount thereunder is $0. The Debtor has determined, in its business judgment, that the sale and assignment proposed is the most efficient and cost-effective way to liquidate the Purchased Assets, is fair and reasonable, and is in the best interests of the Debtor's estate. A copy of the Term Sheet attached to the Motion is available for free at: http://bankrupt.com/misc/Noon_Mediterranean_127_Sales.pdf The Purchaser is represented by: Jacob S. Shakarchy, Esq. COX PADMORE SKOLNIK & SHAKARCHY LLP 630 Third Avenue New York, NY 10017 E-mail: Shakarchy@cpsslaw.com About Noon Mediterranean Established in 2011, Noon Mediterranean, Inc., owns and operates restaurants in Austin, Dallas, Houston, and San Antonio, Texas; and New York City. The company is headquartered in New York. Noon Mediterranean sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11814) on Aug. 6, 2018. In the petition signed by Stefan Boyd, president and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon presides over the case. The Debtor tapped Ciardi Ciardi & Astin as its legal counsel. NORDAM GROUP: Needs Additional Time to Secure Exit Financing ------------------------------------------------------------ The NORDAM Group, Inc. and its debtor-affiliates request the U.S. Bankruptcy Court for the District of Delaware for 90-day extensions of the exclusive periods within which they have the exclusive right to propose and to solicit acceptances of a plan to February 18, 2019 and April 18, 2019, respectively. The Debtors contend that this is their first request to extend the Exclusive Periods that comes just over three months after the Petition Date. In that short period of time, the Debtors have made substantial progress by completing the necessary steps to set the stage for a successful confirmation and emergence. The Debtors submit that ample cause exists to extend the Exclusive Periods because, among other reasons, the Debtors have made substantial good faith progress towards reorganization as evidenced by not only the filing of the Plan and Disclosure Statement contemplating a 100% recovery for creditors, but also by the ongoing constructive relationship with their largest economic stakeholders, including the prepetition and postpetition Secured Lenders and the Official Committee of Unsecured Creditors. The Debtors contend that the requested extensions of the Exclusive Periods at the early stage of these cases will not prejudice any party in interest, and instead will promote their ability to maximize value for their estates and successfully emerge from chapter 11 in the relatively near term. Since the commencement of these chapter 11 cases, the Debtors have made steady progress towards confirmation of a plan of reorganization. The Debtors, with the assistance of their professionals, have in just a few months made an orderly transition into chapter 11, obtained largely consensual First Day relief, filed schedules and statements, and negotiated and consummated a Global Resolution of their largest contingent and disputed claim involving Pratt & Whitney Canada. In addition, the Debtors have established a constructive relationship with the Secured Lenders and the Creditors' Committee, and have responded to various information requests from those parties with respect to the Debtors' business and operations. Building upon those achievements, on November 12, 2018, the Debtors filed the Joint Postpackaged Chapter 11 Plan of Reorganization along with the Disclosure Statement based on a reorganization that contemplates paying all creditors in full. The Debtors have also produced a business plan that will be the basis for the Debtors' reorganized enterprise and is the basis of the financing process currently conducted by Guggenheim Securities, LLC for the millions of dollars of exit financing necessary to effectuate reorganization. Although the Debtors have filed the Plan and Disclosure Statement, there remain several hurdles before the Debtors can emerge from chapter 11, including securing and negotiating committed exit financing, negotiating transaction documents accompanying such financing, and working with stakeholders on any remaining concerns with respect to, and requisite agreements to implement, the Plan. Based on the progress to date, the Debtors expect that they will be able to successfully confirm the Plan and emerge from chapter 11 in the near term. In view of the progress made in these cases, an extension of the Exclusive Periods is plainly justified. An extension of the Exclusive Periods at this juncture should, therefore, be granted so that the Debtors can obtain the financing needed to successfully carry out the provisions of the Plan. About The Nordam Group Founded in 1969 on family values with multiple, strategically located operations and customer support facilities around the world, Tulsa-based NORDAM is a leading independently owned aerospace company. The firm designs, certifies and manufactures integrated propulsion systems, nacelles and thrust reversers for business jets; builds composite aircraft structures, interior shells, custom cabinetry and radomes; and manufactures aircraft transparencies, such as cabin windows, wing-tip lens assemblies and flight deck windows. NORDAM also is a major third-party provider of maintenance, repair and overhaul services to the military, commercial airline and air freight markets. The NORDAM Group, Inc., and certain of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11699) on July 22, 2018. In the petition signed by CRO John C. DiDonato, The NORDAM Group estimated assets of $500 million to $1 billion and liabilities of $100 million to $500 million. The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as counsel; Huron Consulting, LLC, as financial advisor; Guggenheim Securities, LLC, as investment banker; and Epiq Corporate Restructuring, LLC, as the claims and noticing agent. NORTHERN POWER: Wolf & Company Replaced RSM as Auditor ------------------------------------------------------ Northern Power Systems Corp. has dismissed RSM US LLP as the Company's independent registered public accounting firm. On Nov. 20, 2018, the Audit Committee of the Company's Board of Directors engaged Wolf & Company, P.C. as the Company's new independent registered public accounting firm. This change in the Company's independent registered public accounting firm was approved by the Audit Committee of the Company's Board of Directors. The report of RSM on the Company's consolidated financial statements for the fiscal year ended Dec. 31, 2017 contained a modification related to the uncertainty surrounding the Company's ability to continue as a going concern. The report for the fiscal year ended Dec. 31, 2017 did not contain an adverse opinion or disclaimer of opinion and was not qualified or otherwise modified as to audit scope or accounting principles. The report of RSM US LLP on the Company's consolidated financial statements for the fiscal year ended Dec. 31, 2016 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended Dec. 31, 2017 and 2016 and the subsequent interim period through Nov. 15, 2018, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to this item) between the Company and RSM, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of RSM, would have caused RSM to make reference to the matter in its report. During the fiscal years ended Dec. 31, 2017 and 2016 and the subsequent interim period through Nov. 15, 2018, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Company's internal control over financial reporting as disclosed in the Company's Annual Reports on Form 10-K for the fiscal years ended Dec. 31, 2017 and 2016 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018. The Audit Committee discussed the material weaknesses with RSM, and the Company has authorized RSM to fully respond to the inquiries of Wolf & Company, P.C., the successor independent registered public accounting firm, concerning those matters. During the Company's two most recent fiscal years and the subsequent interim periods preceding the engagement, the Company did not consult Wolf & Company, P.C. with respect to any of the matters or events listed in Regulation S-K Item 304(a)(2). Additionally, Wolf & Company, P.C. intends to serve as the Company's Canadian independent registered public accounting firm. Wolf & Company, P.C has commenced the required registration process with Canadian Public Accountability Board. About Northern Power Systems Northern Power Systems -- http://www.northernpower.com/-- designs, manufactures, and sells distributed power generation and energy storage solutions with its advanced wind turbines, inverters, controls, and integration services. With approximately 22 million run-time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost-effective, reliable renewable energy. NPS turbines utilize patented permanent magnet direct drive (PMDD) technology, which uses fewer moving parts, delivers higher energy capture, and provides increased reliability thanks to reduced maintenance and downtime. Northern Power also develops Energy Storage Solutions (ESS) based on the FlexPhase power converter platform, which features patented converter architecture and controls technology for advanced grid support and generation applications. Northern Power reported net income of $59,000 for the year ended Dec. 31, 2017, compared to a net loss of $8.94 million for the year ended Dec. 31, 2016. As of June 30, 2018, Norther Power had $8.92 million in total assets, $13.90 million in total liabilities and a total shareholders' deficiency of $4.97 million. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, 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 suffered recurring cash losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. The Toronto Stock Exchange delisted the Company's securities from the TSX, effective Oct. 22, 2018, for failure to comply with the TSX continued listing requirements. NORVIEW BUILDERS: Dec. 18 Hearing on Disclosure Statement --------------------------------------------------------- The hearing to consider approval of the adequacy of the Disclosure Statement explaining Norview Builders, Inc.'s Chapter 11 Plan of Liquidation will be held before the Honorable Jacqueline P. Cox, on December 18, 2018, at 10:00 a.m., in courtroom 680, 219 South Dearborn Street, Chicago, Illinois. December 14, 2018, is fixed as the last day for filing and serving written objections to the adequacy of the Disclosure Statement. The Debtor's Plan of Liquidation provides for distribution to the holders of allowed claims and interests from cash, cash equivalents, operating income from the Real Property or sales proceeds thereof. The Debtor will distribute payments required by the Plan on a pro rata basis according to the priorities set forth in the Bankruptcy Code. Commencing on the Effective Date of the Plan, which date will be 30 days following the entry of an Order confirming the Debtor's Plan, or such other date as is set forth therein, the Debtor anticipates disbursing payments to its creditors, as follows: * Class 1 Claim Agent Equity with estimated allowed claims at $255,800.39. Secured Mortgage Claim of Agent Equity on the 608 Lockport Property (Commercial Property II) will be satisfied by a payment of $200,000 made within 12 months of the Effective Date of the Plan. The Debtor shall (i) sell said property and pay the $200,000 from the sales proceeds; (2) until sale, the Debtor will pay monthly interest payments, based on a rate of interest of 9.75%, in the amount of $1,625.00 on the 15th day of the month after the Effective Date of the Plan and on the 15th day of the eleven succeeding months; or (iii) upon failure of Debtor to sell Commercial Property II within twelve months of the Effective Date of the Plan, then, in that event, Debtor will surrender ownership of Commercial Property II by the tender of a consent judgment of foreclosure to Agent Equity in full and final satisfaction of the Class 1 Claim. Class 1 Claims are impaired under the Plan. * Class 2 Claim MBLockport with estimated allowed claims at $377,158.07. Secured Mortgage Claim of MBLockport on the 706 Lockport Street, Plainfield, IL Property (Commercial Property I) in the approximate amount of $377,158.05, shall be recast and restructured. The MBLockport Restructured Promissory Note shall be in an amount equal to the outstanding obligation and shall include the principal balance, accrued non-default contract rate of interest and costs and expenses including legal fees and excluding late charges. The MBLockport Restructured Promissory Note shall be amortized with monthly payments of interest and principal over a 20 year term with interest calculated at the fixed rate of 6% per annum. Monthly payments of $2,702.08, consisting of interest and principal, shall commence on the 15th day of the month after the Effective Date and shall be payable on the 15th day of the month every month thereafter until maturity. Commercial Property I is for sale, and MBLockport shall be paid in full at the closing of the sale of Commercial Property I. In the event the MBLockport Restructured Promissory Note is not paid in full on or before the Maturity Date, or otherwise becomes due and owing in full, then pursuant to Section 363(f) of the Bankruptcy Code and the Plan, Commercial Property I will be sold at public auction without minimum or reserve within 90 days thereafter or such other date agreed upon by the Auctioneer and the Liquidating Debtor. The sale of Commercial Property I shall be free and clear of liens and all claims and encumbrances whatsoever pursuant to Section 363(f) of the Bankruptcy Code, whether known or unknown. MBLockport Corporation, in its sole discretion, may make a credit bid for Commercial Property I at the Auction. MBLockport Corporationâ€™s credit bid, if made, will consist of, at least, the outstanding mortgage principal balance, interest at the nondefault contract rate of interest and attorney fees, costs and expenses. Class 2 Claims are impaired under the Plan. * Class 3 Claims Treasurer of Will County with estimated allowed claims at $22,043.14. Payment of 100% of Class 3 Claim at earlier of: 1) at the closing of sale of Commercial Property II, or 2) October 31, 2019. Class 3 Claims are impaired under the Plan. * Class 4 Claims Claims are unsecured, non-priority claims in amount of $43,210.04 shall be paid, in full, within 180 days of the Effective date or as soon as practical thereafter. Class 4 Claims are impaired under the Plan. * Debtor In Possession Operating Expenses and Claims. The Debtor has paid all Debtor In Possession operating costs, expenses, and obligations as they became due, pursuant to the credit terms established between the Debtor and each of its creditors, with the exception that no payments have been made to Agent Equity Partners, LLC or the Will County Treasurer for the Commercial Property II. No Debtor In Possession operating costs, expenses, obligations or claims will remain unpaid at the Effective Date of the Plan, other than those operating costs, expenses or obligations and claims which are due in the ordinary course of the Debtorâ€™s business affairs thereafter. Any unknown operating costs, expenses or obligations shall be paid on the Effective Date of the Plan to the extent that they are known prior thereto and are due pursuant to the established credit terms, or they shall be paid as they become known and due. The Debtor is the lessor pursuant to a commercial lease with Sovereign Tap LLC for the Commercial Property I. The lease expires on April 30, 2019. The lease with Sovereign Tap LLC will be assumed upon confirmation of the Plan. Except as provided above, any other contract which is executory in whole or in part upon the filing of the Chapter 11 Petition, and which has not been assumed, assigned, rejected or terminated during the pendency of the Chapter 11 proceedings or pursuant to the provisions of the Plan, shall be deemed rejected as of the Effective Date. Any claims resulting from the rejection of any such executory contracts and unexpired leases shall be treated as Class 4 Claims. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y766n4uf at no charge. About Norview Builders Norview Builders, Inc., based in Oak Lawn, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-01825) on Jan. 22, 2018. In the petition signed by Brenda P. O'Sullivan, president, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Jacqueline P. Cox presides over the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., serves as bankruptcy counsel. NSC WHOLESALE: Selling Personal Property and Related Assets ----------------------------------------------------------- NSC Wholesale Holdings, LLC, and affiliates filed a notice with the U.S. Bankruptcy Court for the District of Delaware of the proposed sale of their personal property and other related interests. The Debtors have reserved the right to ask Court approval, with notice and an opportunity for hearing, of one or more parties to serve as a stalking horse purchaser to acquire some or all of the Assets pursuant to a Transaction Agreement between the applicable Debtor(s) and the Stalking Horse Purchaser. By order, dated Nov. 5, 2018, the Court approved the Bidding Procedures that govern the sale(s) of, or other transaction(s) to acquire, the Assets by the highest and best bidders. The Debtors have requested that the Court enters the Sale Orders, providing, among other things, for the sale of the Assets free and clear of all liens, claims, encumbrances and other interests, to the extent permissible by law, and the assumption of certain liabilities. A separate notice will be provided to counterparties to executory contracts and unexpired leases with the Debtors that may be assumed and assigned in connection with the Sale Orders. The copies of the Bidding Procedures Order, the Bidding Procedures, and other pleadings are available at the website for the Debtors' claims and noticing agent, Omni Management Group, at www.omnimgt.com/nscwholesale. The Sale Objection Deadline is Nov. 21, 2018 at 4:00 p.m. (ET). The deadline to be qualified as a qualifying bidder and to submit a qualifying bid is Nov. 26, 2018 at 12:00 p.m. (ET). All qualifying bids must be accompanied with a deposit in an amount equal to 10% of the total consideration. An auction for the Assets will commence on Nov. 27, 2018 at 10:00 a.m. (ET) at the offices of Saul Ewing Arnstein & Lehr LLP, 1201 N. Market Street, Suite 2300, Wilmington, DE 19801. The Court will conduct the Sale Hearing on Nov. 28, 2018 at 2:00 p.m. (ET). About NSC Wholesale NSC Wholesale Holdings and its subsidiaries -- https://www.nwlshop.com/ -- own and operate a chain of 11 general merchandise close-out stores located in four states: Massachusetts, New Jersey, New York and Pennsylvania. The Stores, which operate under the name "National Wholesale Liquidators," are targeted to lower and lower/middle income customers in densely populated urban and suburban markets. At October 2018, the Company had 695 employees, 629 of whom are employed on a full time basis and 66 of whom are employed part time. On Oct. 24, 2018, NSC Wholesale and six of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 18-12394). In the petition signed by CEO Scott Rosen, the Debtors estimated assets and liabilities at $10 million to $50 million. Hon. Kevin J. Carey presides over the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as bankruptcy counsel; Getzler Henrich & Associates LLC and SSG Advisors LLC as financial advisor and investment banker; and Omni Management Group Inc. as claims & noticing agent. OKLAHOMA PROCURE: Nov. 28 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, Acting United States Trustee, for Region 3, will hold an organizational meeting on November 28, 2018, at 10:00 a.m. in the bankruptcy case of Oklahoma ProCure Management. The meeting will be held at: Delaware State Bar Association Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Oklahoma ProCure Oklahoma ProCure Management, LLC --https://www.procure.com/Oklahoma-Explore -- operates the ProCure Proton Therapy Center in Oklahoma City that utilizes proton therapy for treatment of cancer. Oklahoma ProCure sought bankruptcy protection on Nov. 15, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12622). The petition was signed by James J. Loughlin, Jr., VP/assistant treasurer. Judge Hon. Mary F. Walrath presides over the case. The Debtor tapped Gregory W. Werkheiser, Esq. of Morris, Nichols, Arsht & Tunnell LLP as general counsel. The Debtor has estimated assets of $10 million to $50 million and total liabilities of $100 million to $500 million. OMEROS CORP: Issues $210 Million Convertible Senior Notes Due 2023 ------------------------------------------------------------------ Omeros Corporation issued $210.0 million aggregate principal amount of its 6.25% Convertible Senior Notes due 2023 on Nov. 15, 2018. Subject to the satisfaction of certain conditions, the Notes will be convertible into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, as the Company elects in its sole discretion, at a conversion rate equivalent to an initial conversion price of approximately $19.22 per share of common stock. The Company also entered into the capped call transaction, which means that the Company will only be required to issue shares of common stock or make cash payments to settle conversions to the extent the market price of the Company's common stock is greater than $28.8360. The Company used a majority of the net proceeds from the offering to repay its Term Loan Agreement with CRG Servicing LLC. The Capped Call Transaction was entered into with Royal Bank of Canada on Nov. 8, 2018, which was the date of pricing the Notes. If the conditions for conversion are satisfied and a noteholder elects to convert its Notes when the Company's common stock is trading between the initial conversion price of approximately $19.22 and the $28.8360 cap price (each such price is subject to corresponding adjustment in certain circumstances), the Option Counterparty would be required to deliver to the Company cash, shares of the Company's common stock or a combination thereof, as the Company elects in its sole discretion, which would effectively offset the Company's corresponding obligation to the converting noteholder. However, if the market price of the Company's common stock exceeds the $28.8360 cap price, then conversion of the Notes would have a dilutive impact and/or require a cash expenditure by the Company to the extent the market price exceeds the cap price. The Company believes the issuance of the Notes affords it with multiple advantages over the CRG Loan Agreement, including by extending the maturity schedule of its indebtedness to 2023 and by providing increased financial flexibility given the Notes are an unsecured security with no financial covenants. Additionally, the Notes have a substantially lower interest expense than the indebtedness under the CRG Loan Agreement. The Notes provide further flexibility for the Company by allowing it to elect to settle conversions in cash, shares of common stock, or a combination of cash and shares of common stock, and by including a provision that allows the Company to call the Notes for redemption after they have been outstanding for one year. The Indenture, Notes and Purchase Agreement The Notes were issued pursuant to an indenture, dated as of Nov. 15, 2018, between the Company and Wells Fargo Bank, National Association, as trustee, in an offering conducted in accordance with Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the offering, after deducting the initial purchasers' discounts and commissions and the estimated offering expenses payable by the Company, were approximately $203.2 million. The Company used approximately $146.0 million of the net proceeds from the offering to repay in full amounts outstanding under the CRG Loan Agreement and approximately $33.2 million of the net proceeds from the offering to enter into the Capped Call Transaction. The remainder of the net proceeds will be used for general corporate purposes. The Company will pay interest on the Notes at an annual rate of 6.25% semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019. The Notes will mature on Nov. 15, 2023, unless earlier converted, or repurchased or redeemed by the Company. The Notes will be the Company's senior, unsecured obligations and will be equal in right of payment with the Company's existing and future senior, unsecured indebtedness, senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes and effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will be convertible into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, as the Company elects at its sole discretion, based on an initial conversion rate of 52.0183 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $19.22 per share of common stock and subject to adjustment), only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2019, if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company's common stock, as described in the Indenture; (4) if the Company calls the Notes for redemption; or (5) at any time from, and including, May 15, 2023 until the close of business on the second scheduled trading day immediately before the maturity date. The Company may redeem the Notes, in whole and not in part, at its option at any time on or after Nov. 15, 2019. The cash redemption price would be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. The Notes only are subject to redemption if certain requirements are satisfied, including that the last reported sale price per share of the Company's common stock exceeds 150% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice and (ii) the trading day immediately before the date the Company sends such notice. The Indenture provides for customary events of default. If an event of default occurs and is continuing the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount of each Note, and all accrued and unpaid interest thereon, to be due and payable immediately. In addition, in certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately. The Notes were sold pursuant to a Purchase Agreement, dated Nov. 8, 2018, among the Company and Cantor Fitzgerald & Co. and UBS Securities LLC, as initial purchasers. Under the Purchase Agreement, the Company also granted the initial purchasers of the Notes a 30-day option to purchase from the Company up to an additional $40 million aggregate principal amount of Notes at the offering price less the initial purchasers' discounts and commissions. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and indemnification obligations of the parties. The representations, warranties and covenants in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Purchase Agreement is not intended to provide any other factual information about the Company. In the ordinary course of business, the initial purchasers, Option Counterparty and trustee, and their respective affiliates, have from time to time performed and may in the future perform various financial advisory, commercial banking, and investment banking services for the Company, for which they received, or will continue to receive, customary fees or compensation. The Capped Call Transaction In connection with the offering of the Notes, the Company entered into the Capped Call Transaction with the Option Counterparty. The Capped Call Transaction will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of the Company's common stock underlying the Notes when the Company's common stock is trading between the initial conversion price of approximately $19.22 and the $28.8360 cap price. The Capped Call Transaction is intended to minimize the potential dilution of the Company's common stock and/or offset potential cash payments in excess of the principal amount of the converted Notes upon conversion of the Notes, as the Company elects in its sole discretion, in the event that the market price per share of the Company's common stock, as measured under the terms of the Capped Call Transaction, is greater than the strike price of the Capped Call Transaction, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. If, however, the market price per share of the Company's common stock, as measured under the terms of the Capped Call Transaction, exceeds the cap price of the Capped Call Transaction, there would nevertheless, upon conversion, be dilution or a cash expenditure, as the Company elects in its sole discretion, to the extent that such market price exceeds the cap price of the Capped Call Transaction. The cap price under the Capped Call Transaction will initially be $28.8360 per share, which represents a premium of 80% over the last reported sale price of the Company's common stock on Nov. 8, 2018, and is subject to adjustment under the terms of the Capped Call Transaction. The Company will not be required to make any cash payments to the Option Counterparty upon the exercise of the options that are a part of the Capped Call Transaction. The Company, however, will be entitled to receive from the Option Counterparty an aggregate amount of cash and/or number of shares of the Company's common stock, based on the Company's settlement method election for such Notes. The value of the aggregate amount of cash and/or number of shares received by the Company will be equal to the amount by which the market price per share of the Company's common stock, as measured under the terms of the Capped Call Transaction, is greater than the strike price of the Capped Call Transaction during the relevant valuation period under the Capped Call Transaction. The number of shares of the Company's common stock and/or amount of cash that the Company will receive, however, is subject to a cap. The Capped Call Transaction is a separate transaction, entered into between the Company and the Option Counterparty and is not part of the terms of the Notes and will not affect any holder's rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transaction. The Company may enter into one or more additional capped call transactions if the initial purchasers exercise their option to purchase up to an additional $40 million aggregate principal amount of the Notes. CRG Loan Agreement Termination In connection with the issuance of the Notes, on Nov. 15, 2018, the Company terminated the CRG Loan Agreement. In connection with the termination, the Company used approximately $146.0 million of the net proceeds from the offering to repay in full all amounts outstanding under the CRG Loan Agreement, which included payment of facility and prepayment fees and accrued and unpaid interest. The maturity date of the CRG Loan Agreement was Sept. 30, 2022. As security for the Company's obligations under the CRG Loan Agreement, the Company had pledged substantially all of its assets, including intellectual property, as collateral. The CRG Loan Agreement also restricted the Company's ability to, among other things, incur indebtedness, grant liens, dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay cash dividends or make distributions, repurchase stock, license certain of its intellectual property on an exclusive basis and engage in significant business transactions such as a change of control. The CRG Loan Agreement also required the Company to maintain cash and cash equivalents of $5.0 million during the term of the agreement. In connection with the termination and repayment of the CRG Loan Agreement, the pledged collateral was released and the CRG Loan Agreement's restrictions on the Company's operations and maintenance of $5.0 million of restricted cash and cash equivalents were eliminated. About Omeros Corporation Omeros Corporation -- http://www.omeros.com/-- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, complement-mediated diseases and disorders of the central nervous system. The Company's drug product OMIDRIA (phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed for use during cataract surgery or intraocular lens (IOL) replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. In the European Union, the European Commission has approved OMIDRIA for use in cataract surgery and other IOL replacement procedures to maintain mydriasis (pupil dilation), prevent miosis (pupil constriction), and to reduce postoperative eye pain. Omeros has multiple Phase 3 and Phase 2 clinical-stage development programs focused on: complement-associated thrombotic microangiopathies; complement-mediated glomerulonephropathies; Huntington's disease and cognitive impairment; and addictive and compulsive disorders. In addition, Omeros has a diverse group of preclinical programs and a proprietary G protein-coupled receptor (GPCR) platform through which it controls 54 new GPCR drug targets and corresponding compounds, a number of which are in pre-clinical development. The company also exclusively possesses a novel antibody-generating platform. The Company is headquartered in Seattle, Washington. OMEROS incurred a net loss of $53.48 million for the year ended Dec. 31, 2017, compared to a net loss of $66.74 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $75.61 million in total assets, $24.58 million in total current liabilities, $131.69 million in notes payable and lease financing obligations, $8.32 million in deferred rent, and a total shareholders' deficit of $88.99 million. Ernst & Young LLP, in Seattle, Washington, 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 suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. OUTFRONT MEDIA: S&P Affirms 'BB-' ICR, Outlook Stable ----------------------------------------------------- U.S.-based outdoor advertiser Outfront Media Inc.'s third quarter operating performance exceeded S&P Global Ratings' expectations, with strong local advertising growth of 8.4% and national advertising revenue growth of 0.4%. Despite the company's healthy top-line growth, S&P expects only modest leverage improvement to 5.3x-5.4x over the next year (from 5.5x for the 12 months ended Sept. 30, 2018) due to incremental debt financing to support growth initiatives. S&P is affirming all of its ratings on Outfront, including its 'BB-' issuer credit rating. S&P said, "The rating affirmations reflect our expectation that while Outfront's 5.5x adjusted leverage (for the twelve months ending Sept. 30, 2018) is at the upper threshold for the 'BB-' rating, we expect leverage will improve to 5.3x-5.4x in the fourth quarter of 2018 and remain in that range in 2019. We expect growth in outdoor advertising spending and digital billboard conversions will be partially offset by modest borrowing to fund the digital conversion of New York City's transit system required as part of the company's New York City MTA transit contract. While Outfront and the NYC MTA have given no guidance on 2019 MTA deployment costs, we expect they will be in the $125 million to $175 million range, exceeding our previous estimate of $75 million to $125 million. Still, we believe the company has control over the speed of digital deployment in New York City, and has the ability to increase liquidity in 2019 through its $300 million at-the-market (ATM) equity facility. "The stable outlook reflects our expectation that the company will continue to generate low- to mid-single-digit revenue growth over the next 12 months, supported by a favorable outdoor advertising environment and ongoing conversions to digital billboards with higher yields, resulting in leverage in the 5.3x to 5.4x area. "We could lower the rating if Outfront's operating performance deteriorates because of economic pressure and national advertising revenue declines, causing leverage to remain at 5.5x or higher on a sustained basis. Outfront's currently elevated leverage provides limited flexibility in the event of an economic downturn. We could also lower the rating if leverage remains elevated due to execution missteps or delays in the rollout of its large MTA digital conversion, or if Outfront wins additional large transit contracts with significant front-loaded spending requirements, which cause leverage to remain at 5.5x or higher. "We consider an upgrade unlikely over the next 12 months due to the company's elevated adjusted leverage and the spending requirements and execution risk associated with the MTA contract. We could raise the rating if Outfront deleverages below 4.5x on a sustained basis, with national advertising revenue growth and digital billboard conversions resulting in billboard yield growth. We believe rapid deleveraging is unlikely given Outfront's REIT status, which reduces its financial flexibility and as a result its ability to repay debt." OUTPUT SERVICES: Moody's Cuts CFR to B3 & Puts Rating on Review --------------------------------------------------------------- Moody's Investors Service downgraded its ratings for Output Services Group, Inc., including the company's Corporate Family Rating (CFR, to B3 from B2) and Probability of Default Rating (to B3-PD from B2-PD), along with the ratings on the company's senior secured first- and second-lien debt (to B2 from B1 and to Caa2 from Caa1, respectively). The ratings have also been placed on review for further downgrade. "OSG's operating performance has lagged our earlier expectations from delays in the realization of recent strong business wins, and this has been compounded by a more aggressive debt-funded acquisition path than previously anticipated, as well," said Moody's analyst Andrew MacDonald. "The downgrades and ongoing review explicitly acknowledge the uncertainty of OSG's future performance given the pace of acquisitions and the limited operating history with these acquired businesses and the ability to adequately service its heavy and growing debt burden," added MacDonald. OSG Billing Services announced recently that is has agreed to acquire NCP, a US-based provider of print and mail services within the financial services segment (currently a subsidiary of Harland Clarke Holdings Corp.), and Communisis, a UK-based integrated marketing services and transactional document company (publicly traded on the London Stock Exchange). On a pro forma basis following the assumed successful completion of these acquisitions, Moody's noted that the company will have grown more than four-fold after giving effect to the two large acqusitions in the queues, and almost entirely inorganically via acquisition, over the last 18 months. Although financing details have not been made clear, based on the company's past practice and its ownership by a financial sponsor, Moody's believes that the proposed transaction will also likely be financed with a significant amount of incremental debt, which would result even higher financial risk that in turn would exacerbate rising integration risk and an already leveraged balance sheet. Moody's review will focus on: details of the financing, including the proposed new capital structure and its impact on underlying financial risk; cash flow expectations and plans to pre-emptively deleverage; underlying operating trends, including growth prospects for the combined company's service offerings; potential for achievement of planned cost savings and related integration risk; and financial policy expectations. Moody's took the following rating actions for Output Services Group, Inc.: Corporate Family Rating (CFR), Downgraded to B3 from B2, Placed Under Review for further Downgrade Probability of Default Rating (PDR), Downgraded to B3-PD from B2-PD, Placed Under Review for further Downgrade $15 million Gtd Senior Secured First-Lien Revolving Credit Facility due 2023, Downgraded to B2 (LGD3) from B1 (LGD3), Placed Under Review for further Downgrade $292.5 million Gtd Senior Secured First-Lien Term Loan due 2024, Downgraded to B2 (LGD3) from B1 (LGD3), Placed Under Review for further Downgrade $50 million Gtd Senior Secured First-Lien Delayed Draw Term Loan due 2024, Downgraded to B2 (LGD3) from B1 (LGD3), Placed Under Review for further Downgrade $50 million Gtd Senior Secured First-Lien Delayed Draw Term Loan due 2024, Downgraded to B2 (LGD3) from B1 (LGD3), Placed Under Review for further Downgrade $52.5 million Gtd Senior Secured Second-Lien Term Loan due 2025, Downgraded to Caa2 (LGD5) from Caa1 (LGD6), Placed Under Review for further Downgrade Outlook, Changed to Rating Under Review From Stable RATINGS RATIONALE OSG Billing Services' B3 Corporate Family Rating is broadly constrained by the company's elevated financial risk profile, with very high leverage in excess of 7 times on a Moody's-adjusted debt-to-EBITDA basis pro forma for its September 2018 add-on and additional delayed draw term loan, but prior to the currently unknown impact of the recently announced and much larger NCP and Communisis acquisitions. Other credit risks underpinning the rating include the company's small revenue scale, narrow operating focus within the printing and electronic billing and payment business process outsourcing industry, and a highly acquisitive growth strategy. The rating is supported, nonetheless, by the company's position as a leading player in the middle market space for outsourced billing services. The company's revenue model is also highly recurring in nature, as it is deeply embedded in end-customer billing processes. OSG Billing Services also has good customer diversity across multiple end markets, and EBITA margins in the high--teens range as a percent of sales. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Ridgefield Park, New Jersey, Output Services Group, Inc. provides printing, mailing, and electronic presentment of customer invoices, critical communications as well as digital payment processing, and customer engagement solutions services to multiple end markets, including financial services, healthcare, education, telecom, HOA/property management and other accounts receivable management organizations in the US. The company has been majority-owned by Aquiline Capital Partners, LLC since May 2017. OWENS & MINOR: Egan-Jones Lowers Senior Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Owens & Minor Incorporated to BB- from BB. Owens & Minor, Inc. is a Fortune 500 company based in Mechanicsville, Virginia. The company is a healthcare logistics company specializing in contracting packages of healthcare products for hospitals. PACIFIC DRILLING: S&P Assigns 'CCC+' ICR Amid Bankr. Emergence -------------------------------------------------------------- Pacific Drilling S.A., a provider of offshore drilling services, on Nov. 19, 2018, emerged from Chapter 11 of the Bankruptcy Code with $750 million in 8.375% first-lien senior secured notes and $274 million in 11% cash/12% paid-in-kind second-lien senior secured notes. S&P Global Ratings is assigning a 'CCC+' issuer credit rating to Pacific Drilling. The outlook is negative. S&P said, "We are also assigning our 'B' issue-level rating to the company's five-year $750 million first-lien senior secured notes, and our 'B-' issue-level rating to the company's five-and-a-half-year $274 million second-lien senior secured notes. "The negative outlook reflects our view that Pacific Drilling's leverage metrics will remain unsustainably high and liquidity could deteriorate if the company is unable to secure new contracts at favorable dayrates. We expect the offshore drilling sector as a whole will continue to face challenging conditions over the next 18 to 24 months. "We could lower the rating if liquidity weakened and we envisioned a specific default scenario within the next 12 months. This would most likely occur if the weak industry conditions deteriorated beyond our expectations affecting our assumption of 50% utilization rates and as a result Pacific was unable to secure any new contracts. "We could revise the outlook to stable if Pacific were able to improve its leverage metrics, which we currently consider to be unsustainable, to a more reasonable level, such as a debt to EBITDA ratio of around 10x or less. This would require a more rapid improvement in industry conditions than we currently anticipate, such that the company is able to secure new contracts at competitive rates and increase its fleet utilization." PARADIGM DEVELOPMENT: Taps Lee Staples as Real Estate Broker ------------------------------------------------------------ Paradigm Development, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Lee Staples Realty, Inc. as its real estate broker. The firm will assist the Debtor in the sale of its real property located at 60 Chamisa Road, Covington, Georgia. Lee Staples will receive a 6% commission upon the closing of a sale. The firm has agreed to pay a cooperating broker, if any, 3% of the commission. Charles Staples, the firm's principal broker, disclosed in a court filing that he and other employees of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles Staples Lee Staples Realty, Inc. 2489 Lost Valley Trail Conyers, GA 30094 Phone: 770-929-8485 / 770-377-3605 Fax: 770-929-0498 Email: charles@leestaplesrealty.com About Paradigm Development Paradigm Development, LLC, is a privately held company in the commercial land subdivision business. Its principal assets are located at 60 Chamisa Road Covington, GA 30016. Paradigm Development, based in Oxford, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-66580) on Oct. 1, 2018. In the petition signed by Milton Hancock, managing member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Scott B. Riddle, Esq., at the Law Office of Scott B. Riddle, serves as bankruptcy counsel. PENNANTPARK INVESTMENT: S&P Withdraws 'BB+' Issuer Credit Rating ---------------------------------------------------------------- S&P Global Ratings said it withdrew its 'BB+' issuer credit rating on PennantPark Investment Corp. (PNNT) at the company's request. At the time of the withdrawal, the outlook was stable. S&P said, "The withdrawal follows our downgrade of PNNT to 'BB+' on Nov. 19, 2018. Recently, the company's board of directors approved the application of the modified asset coverage requirement allowed by the Small Business Credit Availability Act. As a result, the company will be subject to a 150% asset coverage requirement, as opposed to the current 200% asset coverage requirement, effective November 2019. Further, we expect the company to seek shareholder approval in early 2019. At the time of the downgrade, we revised our anchor, or starting point, for our rating on PNNT to 'bb+', in line with other companies that either received board or shareholder approval to adopt the modified asset coverage requirement." PGHC HOLDINGS: Wants to Incur $13.8-Mil Loan, Use Cash Collateral ----------------------------------------------------------------- PGHC Holdings, Inc., and its debtor-affiliates request the U.S. Bankruptcy Court for the District of Delaware for authority to (a) obtain secured post-petition financing up to an aggregate principal amount not to exceed $13.8 million from WC Financeco A LLC, and (b) use cash collateral. The Debtors require the availability of working capital from the Post-Petition Financing and the use of cash collateral. The key provisions of the Post-Petition Financing are: A. Borrowers: PGHC Holdings, Inc., Papa Gino's Holdings, Corp., Papa Gino's, Inc., Papa Gino's Franchising Corp., D'Angelo Sandwich Shops, Inc., Papa Gino's/D'Angelo Card Services, Inc., Progressive Food, Inc., D'Angelo Franchising Corporation, Delops, Inc. B. Lender: WC Financeco A LLC C. Loan Facility: $2 million on an interim basis and $13.8 million on a final basis; E. Interest Rate: Prime +3% F. Term: From the entry of the Interim Order until, and including, March 3, 2019. G. Collateral: The Lender will have valid and perfected senior security interests in, and liens on, all assets of the Debtors of any nature whatsoever and wherever located, tangible or intangible, whether now or hereafter acquired, including without limitation, any and all proceeds of the foregoing, a 100% pledge of any of the Debtors' capital stock in which any of the Debtors have an interest and the stock of all of the Debtors' subsidiaries, causes of action (including without limitation any commercial tort claims), any avoidance actions under Bankruptcy Code and the proceeds thereof. As of the Petition Date, the substantial majority of the Debtors' liabilities consisted of funded indebtedness. The Debtors' capital structure comprises the following principal components: (a) First Lien Credit Agreement: WC Financeco A LLC purchased and assumed all of the assignors' rights and obligations under the First Lien Credit Agreement. As of the Petition date, the First Lien Credit Agreement has an outstanding balance of approximately $18,480,208; (b) Second Lien Credit Agreement has an outstanding balance of approximately $34,218,209. WC Financeco B LLC (an affiliate of Wynnchurch Capital) purchased and assumed all of the assignors' rights and obligations under the Second Lien Credit Agreement; and (c) Mezzanine Debt pursuant to the Notes held by Hartford Life Insurance Company and Brookside Mezzanine Fund II, L.P. As of the Petition Date, the outstanding balance due under the Notes is $39,853,864. The Debtors will also require the ability to use cash and the proceeds of existing accounts receivable and inventory to maintain the operation of their businesses and preserve their value as going concerns. The Pre-Petition Lender has consented to the Debtors' use of Cash Collateral. In exchange for the use of the Pre-Petition Collateral, including cash collateral, and the priming of the Pre-Petition liens of the Lender, the Debtors propose to provide the Pre-Petition Lender: (A) Replacement Liens, valid and perfected, replacement security interests in, and liens on all of the Debtors' right, title and interest in, to and under the Collateral, subject only to (i) the Carve-Out, (ii) the Liens granted pursuant to the Interim Order and the Post-Petition Agreements to the DIP Lender to secure the Post-Petition Indebtedness and (iii) any Prior Permitted Liens; and (B) Superpriority Claims, junior only to (i) the Superpriority Claims granted pursuant to the Interim Order to the DIP Lender in respect of the Post-Petition Financing and (ii) the Carve-Out. 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. PLAYHUT INC: Allowed to Use Preferred Bank Cash Collateral ---------------------------------------------------------- The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California has entered an order approving the fully-executed Stipulation of Playhut, Inc., Preferred Bank, and the Official Committee of Unsecured Creditors for the Debtor's continued use of the bank's cash collateral. The Court also approved the stipulated surcharge of Preferred Bank's secured claim under 11 U.S.C. section 506(c) as set forth and conditioned in the Stipulation. Preferred Bank will be paid the amounts as indicated in the Stipulation, and as set forth in the Budget line item entitled Payments to Bank. In addition, the Court conditions the Debtor's use of the cash collateral for payments (a) to Preferred Bank as indicated in the Stipulation, the Budget, and the Order, and (b) otherwise as set forth in the Budget line items under the Budget heading Cash Disbursement, allocated to Preferred Bank or otherwise in the Cash Disbursement section of the Budget. A copy of the Order is available at: http://bankrupt.com/misc/cacb18-15972-243.pdf About Playhut, Inc. Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer based in City of Industry, California, offering innovative toys such as indoor and outdoor play structures, baby structures, dolls, and plushes. Founded in 1992, Playhut's products are sold North and South Americas, Europe, Asia, and Australia. The company also partners with major retailers such as Walmart, Target, Kmart, Toys 'R' US, Costco, Amazon, QVC, JC Penney and licensed brands such as Disney, Marvel, Nickelodeon, HiT, Lucasfilms. Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng, president, the Debtor estimates $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Julia W. Brand. Robert P. Goe, and Stephen Reider, at Goe & Forsythe, LLP, serve as general bankruptcy counsel to the Debtor; and Armory Consulting Co., as its financial advisor. The Court appointed James Wong as Playhut's CRO effective as of July 11, 2018. Peter C. Anderson, the U.S. Trustee for the Central District of California, on June 28, 2018, appointed an official committee of unsecured creditors. The committee members are: (1) East West Associates, Inc.; (2) Changzhou Kangyuan Plastic Co. Ltd; and (3) Yancheng Changhua Outdoor Products Co., Ltd. The Committee retained Fox Rothschild LLP as counsel. POINTCLEAR SOLUTIONS: Seeks Authority to Use Cash Collateral ------------------------------------------------------------ PointClear Solutions, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to use the cash collateral of Progress Bank in the ordinary course of its business in accordance with a proposed Budget. The Proposed Rolling 3-Month Budget provides total expenses (plus Bank Payments) in the aggregate sum of $245,009 for the month of November 2018; $294,705 for the month of December 2018; and $300,288 for the month of January 2019. PointClear claims that the value securing the Progress Bank loan is valued at $450,655. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/alnb18-83286-6.pdf About PointClear Solutions PointClear Solutions, Inc., is a healthcare software development company based in Huntsville, Alabama. PointClear Solutions filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case no. 18-83286) on Nov. 2, 2018. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Clifton R. Jessup Jr. preside over the case. Stuart M. Maples, at Maples Law Firm, PC, is the Debtor's counsel. PONCE REAL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Ponce Real Estate Corp. PO Box 7071 Ponce, PR 00732 Business Description: Ponce Real Estate Corp. is a real estate company headquartered in Ponce, Puerto Rico. Chapter 11 Petition Date: November 24, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Case No.: 18-06805 Debtor's Counsel: Javier Vilarino, Esq. VILARINO & ASSOCIATES LLC PO Box 9022515 San Juan, PR 00902 Tel: 787-565-9894 Email: jvilarino@vilarinolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Francisco Vilarino, president. 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/prb18-06805.pdf POPI TRADING: Selling Machine & Truck via MYC Online Auction ------------------------------------------------------------ Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Dec. 5, 2018 at 10:00 a.m. (New York Time) to consider Popi Trading, Inc.'s (i) sale of the Rapidpack MC 1500 Hercules mobile packing/bagging machine that is currently located in Louisiana, and the 2002 14-foot Isuzu refrigerator truck that is currently located in Florida; and (ii) retention of MYC & Associates, Inc., as special liquidator to assist the Debtor to market and sell the Machine globally via an online platform. The objection deadline is Nov. 28, 2018 at 4:00 p.m. The Debtor has no business operations or income, and the Machine and the Truck, plus some cash in the Debtor's bank account, are its only assets. Due to the nature of the Property, the values of the Machine and the Truck are declining and will continue to decline, such that near-term sales are necessary to maximize recoveries for creditors in the Bankruptcy Case. Prior to filing the Motion, the Debtor pursued several different paths for providing recoveries to creditors but was unsuccessful in those efforts. The Debtor believes that selling the Machine and the Truck for the highest amounts obtainable is now necessary and in the best interest of its estate and creditors. It respectfully submits that, under the circumstances, the proposed sales reflect a sound exercise of its business judgment and should be approved. On Nov. 28, 2017, the Debtor filed a plan of liquidation in the Bankruptcy Case, under which the Debtor proposed, among other things, to make distributions to creditors over a seven-year period from the proceeds of the Loan. After the Plan was filed, the proceeds of the Machine were insufficient to support the proposed Plan distributions, such that the Plan proved to be unfeasible. Once it became apparent that the Plan would not be feasible, the Debtor expended considerable efforts exploring other avenues for providing recoveries to creditors, including refinancing the Loan or securing a lessee of the Machine, but was unsuccessful in those efforts, and ultimately concluded that a sale of the Machine would generate the greatest recovery for the estate and creditors. On Aug. 16, 2018, the Debtor filed a motion asking approval of a stipulation between the Debtor and F&T, pursuant to which, among other things, title to the machine would be transferred to the Debtor in satisfaction of the Loan to facilitate the Machine being sold under the jurisdiction and oversight of the Court. On Sept. 13, 2018, the Court so ordered the Stipulation. Pursuant to the Stipulation, title the Property has been transfer to the Debtor. The Debtor has negotiated an agreement with MYC, subject to Court approval, to act as special liquidator to globally market and sell the Machine. By the Motion, the Debtor asks authority to sell the Machine and the Truck for the highest amounts obtainable after conducting reasonable marketing efforts. With respect to the Machine, it proposes to retain MYC as special liquidator to market the Machine globally via an online platform, and, following such marketing, to sell the Machine at an online auction or a private sale, whichever the Debtor in its business judgment, after consultation with MYC, concludes will generate the largest amount of sale proceeds. With respect to the Truck, which the Debtor believes has de minimis value, it proposes to market and sell the Truck by whatever means the Debtor in its business judgment concludes will generate the largest amount of sale proceeds in a reasonable time period, including, without limitation, selling the Truck to a used vehicle dealership or private purchaser in the area where the Truck is located. The Debtor believes that the Machine and Truck are not subject to any liens, claims, or encumbrances. Nonetheless, it respectfully asks that any order authorizing sales of the Property provide that the Property will be sold free and clear of any liens, claims, or encumbrances. By the Motion, the Debtor asks authority to retain MYC as special liquidator to market the Machine globally pursuant to an online platform, and to sell the Machine at an online auction or a private sale, whichever the Debtor in its business judgment, after consultation with MYC, concludes will generate the largest amount of sale proceeds. The Debtor further asks approval for MYC's commission in the amount of 15% of the gross selling price of the Machine and reimburse MYC's actual expenses up to $5,000; provided that any distributions to MYC from the sale proceeds or the Debtor's estate will be subject to the Court's approval of a compensation application filed by MYC. About Popi Trading Popi Trading Inc., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-12246) on Aug. 14, 2017. In the petition signed by Pablo J Silva, president, the Debtor disclosed $331,305 in assets and $2.15 million in liabilities. The Hon. Michael E. Wiles presides over the case. Jeremy S. Sussman, Esq., at The Law Offices of Jeremy S. Sussman, serves as bankruptcy counsel. PROMISE HEALTHCARE: Selling Silver Lake Debtors' Assets for $84M ---------------------------------------------------------------- Promise Healthcare Group, LLC and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all of the Silver Lake Medical Center assets of Success Healthcare, LLC, Success Healthcare 1, LLC, and HLP of Los Angeles, LLC to L.A. Downtown Medical Center, LLC for up to $84.15 million, subject to certain adjustments, subject to overbid. The goal of the Silver Lake Debtors' chapter 11 cases is to effectuate a transfer of their ongoing business in a manner that allows them to maximize value and resolve claims in an equitable and efficient manner. Approval of the Bidding Procedures is a critical and necessary step, which is designed to permit a fair and reasonable marketing process and obtain the highest and best offer for the Silver Lake Debtors' business. The Debtors, with the assistance of their advisors, considered all strategic options and concluded that a sale in accordance with the protections afforded by the Bankruptcy Code is the best way to maximize the value of the Silver Lake Debtors' assets and yield the best possible recovery for creditors. Through the Bidding Procedures, the Debtors, with the assistance of the Silver Lake Debtors' financial advisor and investment banker, MTS Health Partners L.P., wish to conclude the marketing process for the Purchased Assets that began in March of 2017. Following the Silver Lake Debtors' and MTS's extensive marketing efforts, on Oct. 24, 2018, the Silver Lake Debtors executed an agreement with the Stalking Horse Bidder for the sale, transfer, and assignment of the Purchased Assets. The Stalking Horse APA provides for the Stalking Horse Bidder to act as the stalking horse bidder for the sale of the Purchased Assets for a gross aggregate cash purchase price of $84.15 million, free and clear of Interest, as offset by adjustments as set forth therein, including the following adjustments to reflect the impact of events subsequent to the Original Purchase Agreement: (i) approximately $4.9 million in negative changes to the QAF Program (as offset by $2.5 million of QAF Program-related cash received by the Silver Lake Debtors to date), (ii) approximately $1.3 million in penalties associated with the Silver Lake Debtors' failure to achieve "meaningful use" health information technology compliance, and (iii) up to $441,000 associated with the need for the Stalking Horse Bidder to procure representation and warranty insurance given the elimination of indemnities associated with the previous guarantee by the Silver Lake Debtors' parent in the Original Purchase Agreement. Accordingly, the consideration to be conveyed to the Silver Lake Debtors is expected to be approximately $77.5 million, which includes an $8.1 million seller note to be provided by the Stalking Horse Bidder, and further including the assumption of certain specified liabilities (and before payment of transaction costs and expenses and liabilities retained by the Silver Lake Debtors). The gross purchase price of $84.15 million reflects, as compared to the Original Purchase Agreement, an increase in cash proceeds at closing of $4,050,000 in exchange for a reduction of the initial principal balance of the Seller Note to $8.1 million. The payments by the Stalking Horse Bidder under the Seller Note are anticipated to be allocated 75% to Success 1 and 25% to HLP of Los Angeles, LLC. As required by the Stalking Horse APA, the Bidding Procedures contemplate a postpetition marketing process culminating in a closing of a transaction by no later than the 90th day after the Petition Date. The Closing Date may be extended under certain circumstances pursuant to the Stalking Horse APA, but in no event may the Closing Date be later than March 16, 2019. Speed is critical because of the Silver Lake Debtors' limited liquidity. Thus, an expeditious sale of the Silver Lake Debtors' assets is a reasonable exercise of the Debtors' business judgment and is in the best interests of all of the Silver Lake Debtors' stakeholders. In order to finance the Stalking Horse Bidder's purchase of the Purchased Assets and fund working capital following the Sale, Ally Bank is requiring that, at Closing, Success 1 as an accommodation party enter into new security agreements with Ally Bank, in its capacity as administrative agent for the Lenders, granting Ally post-closing liens in QAF Payments that are paid to Success 1 and certain assets maintained by Success 1 during the term of the management services agreement. Ally requires that language be incorporated into the Sale Order to the effect that the post-closing liens and security interests in the collateral granted to Ally pursuant to the Security Agreements will be valid, perfected, and entitled to first priority. In particular, following the entry of the Sale Order and substantially contemporaneously with the Closing of the Sale, the Stalking Horse Bidder, the Agent, and the Lenders intend to enter into (a) that certain Amended and Restated Credit Agreement, (b) that certain Term Loan Agreement, and (c) that certain Credit Agreement, pursuant to which the Lenders will make certain loans and other financial accommodations to the Stalking Horse Bidder and other affiliated entities to enable the Stalking Horse Bidder to fund the Purchase Price. To induce Lenders and as a condition precedent to Agent and Lenders entering into the Acquisition Financing Agreements and making the loans to the Borrowers, Success 1 proposes to (i) grant first priority Liens on the Collateral in favor of Agent, for the benefit of Lenders, to further secure Borrower's obligations under the Acquisition Financing Agreements, with recourse against Success 1 limited to the Collateral; and (ii) enter into three Subordination Agreements with the Agent and the Borrowers, pursuant to which Success 1 will, among other things, subordinate the indebtedness owed by the Successful Bidder to Success 1 in connection with the Seller Note to the indebtedness owed by the Successful Bidder to the Agent and the Lenders. If approved by the Court, the Silver Lake Debtors would be required to pay from the consideration received from the consummation of an Alternative Transaction the Stalking Horse Bidder a Break-Up Fee totaling $2,524,500 (which is equal to 3% of the Base Cash Amount of the Purchase Price) and $2 million in Expense Reimbursement in the event that the Break-Up Fee and the Expense Reimbursement are payable under the terms of the Stalking Horse APA. In the event that payment of any amount of the Bid Protections becomes due and payable, and such amounts are actually paid to the Stalking Horse Bidder, such amounts will constitute liquidated damages. To facilitate the Sale Transaction and to maximize the value received for the Silver Lake Debtors' assets, the Debtors ask approval of the Silver Lake Debtors' assumption and assignment of the Purchased Contracts to the Successful Bidder. Certain of the Silver Lake Debtors' executory contracts and unexpired leases will be necessary for the Successful Bidder's continued operation of the Silver Lake Debtors' assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 21, 2018 at 4:00 p.m. (PET) b. Initial Bid: The Purchase Price must propose a purchase price for all or substantially all of the Purchased Assets, including any assumption of liabilities, that has a value that equals or exceeds the sum of the following, as determined one week prior to the Bid Deadline in consultation with the DIP Agent, the Secured Lender, and the Committee: (i) the Cash Purchase Price, (ii) the Bid Protections, and (iii) $1 million (i.e., $87.15 million), subject to the adjustments set forth in the Stalking Horse APA. Subject to the immediately preceding sentence, the Purchase Price contained in a Bid may be structured in whatever form the Potential Bidder desires (e.g., a Potential Bidder may propose an all cash Bid). c. Deposit: 6% of the aggregate Purchase Price d. Auction: The Auction, if necessary, will be conducted at the offices of DLA Piper LLP (US), 1201 North Market Street, Suite 2100, Wilmington, Delaware 19801 on Jan. 4, 2019 at 10:00 a.m. (PET), or at such other time and location as designated by the Debtors. e. Bid Increments: $2.5 million f. Sale Hearing: Jan. 21, 2019 at 10:00 a.m. (PET) g. At the Auction, a Secured Creditor will have the right to credit bid all or a portion of the value of such Secured Creditor's allowed secured claims. Finally, as set forth in more detail in the Sale Declaration, an extended marketing process should not be necessary to maximize the value of the Silver Lake Debtors' assets because potentially interested parties have been aware of the Silver Lake Debtors' interest in selling their assets for over a year and a half. As a result, an extended marketing process would likely only deteriorate the value available to the Silver Lake Debtors' stakeholders. Accordingly, the Debtors have filed the Motion asking a prompt sale process that will maximize value for Silver Lake Debtors' stakeholders. To implement the foregoing immediately, the Debtors ask a waiver of the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h) and the assumption and assignment of the Purchased Contracts under Bankruptcy Rule 6006(d). A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Promise_Healthcare_37_Sales.pdf The Purchaser: L.A. DOWNTOWN MEDICAL CENTER, LLC 2615 Grand Avenue Long Beach, CA 90815 Attn: Vicki Rollins and Bill Nelson Facsimile: (562) 426-5269 - and - AGRA CAPITAL ADVISORS, LLC 5850 W. 3rd Street #309 Los Angeles, CA 90036 Attn: Jeffrey Ahlholm Facsimile: (323) 297-1554 The Purchaser is represented by: Gary F. Torrell, Esq. VALENSI ROSE, PLC 1888 Century Park East, Suite 1100 Los Angeles, CA 90067 Facsimile No.: (310) 601-7035 - and - Jason A. Farber, Esq. DAVIS WRIGHT TREMAINE LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 Facsimile: (206) 757-7041 About Promise Healthcare Established in 2003, Promise Healthcare is a specialty post-acute care health company headquartered in Boca Raton, Florida. Promise Healthcare Group, LLC and its affiliates sought bankruptcy protection on November 4, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12491). The petition was signed by Andrew Hinkelman, chief restructuring officer. The Debtors have total estimated assets of $0 to $50,000 and total estimated liabilities of $50 million to $100 million. The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis, LLP as general counsel; FTI Consulting, as financial and restructuring advisor; Houlihan Lokey and MTS Health Partners, L.P., as investment bankers; and Prime Clerk LLC as claims agent. PROTEROS LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Proteros LLC 250 Bell Street Reno, NV 89503 Business Description: Proteros LLC filed as a Domestic Limited Liability Company in the State of Nevada on Nov. 1, 2005, according to public records filed with Nevada Secretary of State. Chapter 11 Petition Date: November 23, 2018 Court: United States Bankruptcy Court District of Nevada (Reno) Case No.: 18-51330 Judge: Hon. Bruce T. Beesley Debtor's Counsel: Kevin A. Darby, Esq. DARBY LAW PRACTICE 4777 Caughlin Pkwy Reno, NV 89519 Tel: (775) 322-1237 Fax: (775) 996-7290 Email: kad@darbylawpractice.com kevin@darbylawpractice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald J. Clark, managing officer. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb18-51330.pdf PYRGOS TAXI: John Giovanis Buying Two NYC Taxi Medallions for $350K ------------------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York will convene a hearing on Nov. 30, 2018 at 11:00 a.m. to consider Pyrgos Taxi Corp.'s sale of two NYC Taxi Medallions identified as 9N35 and 9N36 to John Giovanis for $350,000. The objection deadline is Nov. 23, 2018 at 5:00 p.m. Prior to the filing date, the Borrower/Debtor as Cosigner/Comaker and Guarantor, entered into a certain secured loan agreement with Bay Ridge Federal Credit Union, whereby it loaned the principal amount of $820,000 to the borrowers. As of the filing date, the individual Borrowers/Debtors are indebted to Lender in the aggregate principal amount of not less than $820,000 plus accrued and unpaid interest, costs expenses including, without limitation, attorneys' fees and disbursements. As of the date of May 9, 2018, Bay Ridge contends that the payoff amount due under the Note is $771,825. On May 21, 2018, Creditor, Bay Ridge Credit Union filed a Motion to Lift the Automatic Stay. On June 18, 2018, the Debtor filed an Opposition to the Creditor's motion, as well, filed a Motion for Use of Cash Collateral. On the sarne date, the Court file an Order scheduling a hearing on the Creditor's Motion to Lift Stay and the Debtor's Motion for the Use of Cash Collateral to be heard on June 20, 2018. On June 20, 2018 and several further hearing dates, hearings were held and subsequently adjourned. During and throughout the bankruptcy case, the Debtor has been diligently working to reach a stipulated agreement with Bay Ridge Credit Union for treatment of their claim. The Debtor was contacted by Omega Brokerage, Inc. about selling the Debtor's medallions. The prospect of the sale prompted extensive communication and negotiations with Bay Ridge Credit Union to work out a settlement that would involve Bay Ridge to consent to the sale of the medallions for $350,000 per corporation and where the Debtor would make $75,000 towards the agreed upon deficiency amount for each corporation. The Debtor proffers that the proposed sale is in the best interest of the estate, as the Debtor intends to utilize the proceeds of the sale to partially resolve the claim of the largest creditor of the estate, Bay Ridge Credit Union. At the time of the Debtor's filing of the instant bankruptcy case, the Principle of the Debtor was operating two taxi medallions. Due to age and the onset of health issues, the Debtor's Principal is no longer able to maintain the daily operations of operating and maintaining the medallions and as such, has ceased the businesses. As the Debtor has terminated their operations, the sale of the Medallions will not affect its businesses under Reorganization Plan. The Debtor/Owner of the two Medallions, now intends to enter into an Agreement for Sale of Medallions with the Purchaser to sell the two Medallions for the amount $350,000 and associated rate cards. The Purchaser will deposit the sum of $35,000 (10% of the purchase price), upon approval of the Court, which will be held in escrow with the balance of $315,000 per contract for a combined total of $350,000, to be paid five days before the closing by certified check to the broker. The Medallions are subject to a lien by Bay Ridge Credit Union, in the amount of $744,517. The sale will be free and clear of all liens, claims, encumbrances, and interests. The Debtor through Omega Brokerage. Inc. as the broker in the case, sale terms will comport with the terms to be approved by the Court in the context of the Debtor's filed 9019 Motion. A closing date will take place on Nov. 19, 2018 at the New York City Taxi and Limousine Commission Office, depending upon the final approval from the New York City Taxi and Limousine Commission, ("TLC"). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Pyrgos_Taxi_51_Sales.pdf The Purchaser: John Giovanis 33-21 21st St. Astoria, NY 11106 About Pyrgos Taxi Corp. Pyrgos Taxi Corp. is a New York corporation that formed on or about Sept. 1, 1976. The stock of which is owned 100% or 200 shares by John Janetos "Borrower." The Borrower is the sole officer of the individual Debtor. Pyrgos Tax is the licensed owner of the business which is operated at a principle place of business located at 39-32 21st Street, Bay Ridge, New York 11361. Pyrgos Taxi Corp. sought Chapter 11 protection (Bankr. E.D. N.Y. Case No. 1-18-41344) on March 9, 2018. Counsel for Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue, 3rd Fl. Brooklyn, NY 11235 Telephone: (718) 513-3145 QDOS INC: Court Dismisses Creditors' Ch. 11 Involuntary Petition ---------------------------------------------------------------- Bankruptcy Judge Mark S. Wallace granted QDOS, Inc.'s motion to dismiss the involuntary chapter 11 petition filed by alleged creditors Carl Wiese, as trustee of the Wiese Family Trust dated as of Oct. 31, 2013, Felice Terrigno and Matthew Hayden and Jim Maddox (petitioning creditors). The original petitioning creditors Wiese, Terrigno and Hayden filed an involuntary chapter 11 petition against QDOS, Inc. (aka Desksite) on May 31, 2018. QDOS filed a Notice of Motion and Motion to Dismiss Involuntary Petition and Request for Costs, Fees and Damages on June 22, 2018 pursuant to Federal Rule of Bankruptcy Procedure 1011 (incorporating by reference Federal Rule of Civil Procedure 12 and more particularly Rule 12(b)). In the Motion, QDOS contests the involuntary petition on the grounds that (1) the Original Petitioning Creditors fail to qualify under 11 U.S.C. section 303(b)(1) as the kind of creditors who are entitled to file an involuntary petition and (2) the involuntary petition was filed in bad faith. The Motion was set for hearing on August 8, 2018 at 9:00 a.m. In advance of the hearing, the Court published a tentative ruling to grant the Motion and dismiss the case on the ground that Mr. Terrigno was not a qualified petitioning creditor and, therefore, that too few qualified petitioning creditors existed to support the petition. At approximately 1:00 p.m. on August 6, 2018, less than 48 hours prior to the scheduled hearing, alleged creditor Jim Maddox filed a Joinder in Involuntary Petition thereby joining in the involuntary petition against QDOS. 11 U.S.C. section 303(b)(1) provides in relevant part that "[a]n involuntary case against a person is commenced by the filing with the bankruptcy court of a petition under chapter 7 or 11 of this title -- (1) by three or more entities, each of which is . . . a holder of a claim against such person that is not contingent as to liability or the subject of a bona fide dispute as to liability or amount . . . if such noncontingent, undisputed claims aggregate at least $15,775 more than the value of any lien on property of the debtor securing such claims held by the holders of such claims." 11 U.S.C. section 303(b)(2) sets forth a separate rule that governs when there are fewer than 12 such holders. At the evidentiary hearing, Richard Gillam, QDOS's chief executive officer, testified that QDOS has between 40 and 50 creditors holding undisputed claims. Thus, 11 U.S.C. section 303(b)(2) is inapplicable here. Two sets of subscription documents were transmitted to Mr. Terrigno with respect to his investment in QDOS: subscription documents for the purchase of QDOS common stock2 and subscription documents (a Participation Agreement) for the making of a loan to QDOS.3 Mr. Terrigno executed the QDOS common stock subscription agreement, thereby making a $60,000 investment in QDOS common stock, and returned it to QDOS. Mr. Terrigno testified that he thought he was making a loan to QDOS when he executed subscription documents, not buying common stock. The Court determines that such testimony is not credible. Mr. Terrigno is a graduate of West Point and has a graduate degree in Business from Rice University. The Court concludes that Mr. Terrigno knew exactly what he was buying when he sent in his $60,000--and even if he did not, the fact of the matter is that he bought common stock, not a QDOS promissory note. The Court concludes that Mr. Terrigno is not a qualified petitioning creditor under 11 U.S.C. section 303(b)(1) because he holds an interest, namely, QDOS common stock, not a claim. Unlike the case of Mr. Terrigno, there is no question that Mr. Maddox is a creditor, not an interest holder. Rather, the dispute between QDOS and the Petitioning Creditors revolves around whether Mr. Maddox holds an undisputed claim or, alternatively, a claim that is "the subject of a bona fide dispute as to liability or amount . . ." within the meaning of 11 U.S.C. secstion 303(b)(1). QDOS contends that the loan made by Mr. Maddox is usurious, and therefore that the interest charges on the loan cannot be lawfully collected under California law. Petitioning Creditors argue that even if the loan is usurious, only interest is cancelled, not principal, and the principal portion of the loan is not subject to any bona fide dispute as to liability or amount. The Court holds that a bona fide dispute exists as to the amount of the Maddox claim, and therefore that Mr. Maddox is not qualified to be a petitioning creditor in this case. With the elimination of Mr. Terrigno and Mr. Maddox as qualifying petitioning creditors, only two alleged petitioning creditors remain, namely, Mr. Wiese and Mr. Hayden. This is not a sufficient number to satisfy the three-creditor rule of 11 U.S.C. section 303(b)(1). The Court, therefore, grants Debtor's Motion. The involuntary petition against QDOS is dismissed with prejudice. The Court sets a hearing on Jan. 28, 2019 at 2:00 p.m. on the issue of whether the Court should grant judgment against Mr. Wiese, Mr. Hayden, Mr. Terrigno and Mr. Maddox and in favor of QDOS for reasonable attorneys' fees and costs incurred by QDOS in connection with this involuntary petition proceeding. A copy of the Court's Memorandum Decision and Order dated Oct. 31, 2018 is available at https://bit.ly/2DyxXDg from Leagle.com. QDOS, Inc, Debtor, represented by Damian D. Capozzola, The Law Offices of Damian D Capozzola. Carl Wiese, as trustee for the Wiese Family Trust dated as of October 31, 2013, Matthew Hayden, Felice Terrigno & Jim Maddox, Petitioning Creditors, represented by Patrick M. Costello , Vectis Law. About QDOS, Inc. Based in Irvine, California, QDOS, Inc., dba DeskSite, dba DSN, designs and provides video entertainment software applications. DSN offers audiences complete video libraries from dozens of America's most popular professional sports teams & leagues. Content is accessible through team-branded apps on Smart TVs, computers, tablets, streaming media players, Blu-ray players, and game consoles. Each team's unique individual brand identity is firmly maintained via team-branded portals, while aggregating all viewers under a single network for advertising purposes. Petitioning creditors Carl Wiese, Matthew Hayden, and Felice Terrigno filed an involuntary chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11997) on May 31, 2018. RAMBUS INC: Egan-Jones Lowers Sr. Unsec. Ratings to BB- ------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Rambus Incorporated to BB- from BB. Rambus Incorporated, founded in 1990, is an American technology licensing company, and has also been labelled as a patent troll. The company became well known for its intellectual property-based litigation following the introduction of DDR-SDRAM memory. RENATO'S GRILL: Seeks January 18 Plan Exclusivity Period Extension ------------------------------------------------------------------ Renato's Grill, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida to extend the Debtor's exclusive period to file a plan of reorganization for a period of 45 days and, including extending the exclusive period to solicit acceptances of its plan of reorganization, for 60 days thereafter, to January 18, 2019 and March 19, 2019, respectively. The Debtor attests that it is not seeking the extension to delay the administration of the case. Rather, Renato Maira's mother passed away this month (November) and he is out of state for the funeral and attending to family matters through the middle of December. Accordingly, Mr. Maira will not be available to assist in the preparation of the plan and disclosure statement at this time. The Debtor requests this additional time to allow Mr. Maira time to attend to his family during this difficult time for him. About Renato's Grill Renato's Grill, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14119) on April 9, 2018. In the petition signed by Giuseppina Maira, vice-president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as counsel to the Debtor. REPUBLIC METALS: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- Republic Metals Refining Corporation, Republic Metals Corporation, and Republic Carbon Company, LLC seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral in the ordinary course of business with the consent of the Secured Parties. The Debtors' refining, selling and brokering operations are highly dependent on access to various lines of credit and leased metals. To that end, the Debtors are borrowers, lessees, obligors, or guarantors under those certain credit agreements, master netting agreements, and lease agreements, by and among certain Debtors and each of the Secured Parties: Cooperatieve Rabobank U.A., New York Branch, Brown Brothers Harriman & Co., Bank Hapoalim B.M., Mitsubishi International Corporation, ICBCS Standard Bank Plc, Techemet Metal Trading LLC, Woodforest National Bank, and Bank Leumi USA. As of the Petition Date, the Debtors are indebted and liable to the Secured Parties under the Secured Credit/Lease Documents in the aggregate principal amount of not less than $177,354,67, secured by substantially all assets of the Debtors, including any and all of the Debtors' cash, including cash and other amounts on deposit or maintained in any account or accounts by the Debtors, and any amounts generated by the collection of accounts receivable, the exercise of letter of credit rights, the sale of inventory or other disposition of the Prepetition Collateral, and the proceeds of any of the foregoing. The Debtors believe the Secured Parties hold blanket first-priority liens on substantially all of their assets, including cash. The Debtors submit that, following extensive negotiations, they have reached an agreement with the Secured Parties for the consensual use of Cash Collateral during the course of the Chapter 11 Cases which will provide the Debtors with the necessary liquidity to (i) fund the Debtors' operating capital for a short period of time to allow the Debtors to operate while they attempt to effectuate a sale to a third party, (ii) liquidate, in the ordinary course of business and in a commercially reasonable manner, the Debtors' inventory, and (iii) implement and consummate a plan for the wind down of the Debtors' estates. Subject only to the Carve-Out and the terms of the Interim Order, as adequate protection of their interests in the Prepetition Collateral, including the Cash Collateral, for and equal in amount to the Diminution in Value, the Secured Parties are granted the following: (a) additional and replacement valid, binding, enforceable non-avoidable, and automatically perfected postpetition security interests in and liens on all property (including any previously unencumbered property), whether now owned or hereafter acquired or existing and wherever located, of each Debtor and each Debtor's estate, of any kind or nature whatsoever, real or personal, tangible or intangible, and now existing or hereafter acquired or created, including all products, proceeds and supporting obligations of the foregoing, whether in existence on the Petition Date or thereafter created, acquired, or arising and wherever located, and subject to entry of the Final Order, all proceeds and property recovery in respect of Avoidance Actions; (b) an allowed superpriority administrative expense claim against each Debtor (jointly and severally) ahead of and senior to any and all other administrative expense claims and all other claims asserted against such Debtors; (c) payment of all reasonable and documented fees and expenses of the Secured Parties (including attorneys and financial consultants); (d) interest on the outstanding Secured Obligations to the Secured Parties at a rate per annum equal to 4.50%, compounded daily; provided that interest at an additional 1.00% and, to the extent set forth in the applicable Secured Credit/Lease Documents, interest at the default rate in excess of 5.50% will accrue from the Petition Date through the Termination Date; and (e) payment of the proceeds from the sale of the Debtors inventory, including, but not limited to, diamond inventory, precious metal inventory, and hydroxide inventory, which will be liquidated in a commercially reasonable manner pursuant to a timeline as agreed to by and among the Debtors and the Secured Parties as set forth in the Budget. A full-text copy of the Cash Collateral Motion is available at: http://bankrupt.com/misc/nysb18-13359-10.pdf About Republic Metals Refining Corp. Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. The Debtors have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to the Debtors for refining from all over The United States and the Western Hemisphere. The Debtors provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on November 2, 2018. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as its claims and noticing agent. RICHARD BLAKE: Oscar Zendejas Buying Hixson Property for $77K ------------------------------------------------------------- Richard Alan Blake and Robbin Joy Blake filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a notice of their proposed private sale of the real property located at 4789 Forest Wood Lane, Hixson, Tennessee, also known as 1830D 03E 18 LT 18 Forest Dale PB 27 PG 101, to Oscar Zendejas for $77,000. Objections, if any, must be filed within 21 days from the date the Notice was served. The estate or the Debtors will also receive the following additional consideration: a) all liens attached to real estate will be paid in full at closing; b) prorated property taxes to be paid at closing; c) all closing costs and fees will be paid at closing; and d) any remaining balance after all costs have been paid will be remitted to the Chapter 11 Trustee for disbursement per the confirmed Plan. The sale is to be made by private sale. The terms and conditions of the sale are as listed in their Offer To Purchase Real Estate Agreement. Counsel for the Debtors: W. Thomas Bible, Jr., Esq. LAW OFFICE OF W. THOMAS BIBLE, JR. 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Telephone: (423) 424-3116 Facsimile: (423) 553-0639 E-mail: tom@tombiblelaw.com Richard Alan Blake and Robbin Joy Blake sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 14-14070) on Sept. 12, 2014. ROY MCGEE: Farmer Buying Caterpillar Tree Cutter for $15K --------------------------------------------------------- Roy Anson McGee, doing business as M & M Logging, asks the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the sale outside the ordinary course of business of a Caterpillar tree cutter to Ross Farmer for $15,000. The Debtor has made the decision to liquidate the Equipment that he owns. He made the decision that liquidation of the Equipment is in his best interest and in the best interest of all creditors for the sale price of $15,000. The fair market value of the Equipment is $15,000. The Purchaser is a good faith purchaser and the sale transaction is an arms'-length transaction, for cash. The Debtor asks authority of the Court to execute such bill of sale, transfer of title or other related documents which are reasonably necessary to consummate and close the sale of the Equipment. There are no valid liens, claims and security interests in, to or upon the Equipment, except for the first lien in favor of Caterpillar Financial Services Corp. ("CFSC"). The sale price will pay the first lien of CFSC in full. The Debtor asks that the Court approves the sale for the fair, reasonable and appropriate contract price of $15,000, free and clear of all liens, claims and interests to the Purchaser. Upon closing, the sales proceeds will be used to pay the lien of CFSC and the remainder will be placed in an interest bearing escrow account by counsel for the Debtor, with the funds to be disbursed only upon further order, after notice and a hearing. Counsel for the Debtor: Craig M. Geno, Esq. Jarret P. Nichols, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 Facsimile: (601) 427-0050 E-mail: cmgeno@cmgenolaw.com jnichols@cmgenolaw.com Roy Anson McGee sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 17-11405) on April 18, 2017. The Debtor tapped Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC as counsel. SAGI RESTAURANT: Taps Morrison Tenenbaum as Legal Counsel --------------------------------------------------------- Sagi Restaurant Corp. received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Morrison Tenenbaum, PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Morrison will charge these hourly fees: Lawrence Morrison, Esq. $525 Associates $380 Paraprofessionals $175 The firm received $5,000 as an initial retainer fee from the Debtor. Lawrence Morrison, Esq., a partner at Morrison, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: lmorrison@m-t-law.com About Sagi Restaurant Corp. Sagi Restaurant Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-13007) on October 2, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Cecelia G. Morris. The Debtor tapped Morrison Tenenbaum, PLLC as its legal counsel. SEARS HOLDINGS: Gets Approval to Hire M-III Advisory, Appoint CRO ----------------------------------------------------------------- Sears Holdings Corporation received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire M-III Advisory Partners, LP and appoint Mohsin Meghji, the firm's managing partner, as chief restructuring officer. Mr. Meghji and his firm will assist the company and its affiliates in their reorganization efforts over the course of their Chapter 11 cases. The services to be provided by the firm include the implementation of operational improvement activities and cost reduction, and the development of business plan, restructuring plan and strategic alternatives intended to maximize the Debtors' enterprise value. The firm will be paid a flat rate of $900,000 per month during such time as the core team is comprised of the CRO and 10 M-III professionals; and $750,000 per month during such time as the core team is comprised of the CRO and eight professionals. If additional staffing is required, additional professionals will be billed at a rate which is $50 less than these standard hourly rates charged by M-III: Managing Partner $975 Managing Director $875 Director $675 Vice-President $575 Senior Associate $475 Associate $400 Senior Analyst $350 Analyst $325 M-III will receive an additional fee of $2 million if a material portion of the Debtors' business is sold within six months following the filing of their bankruptcy cases or they emerge from bankruptcy as a going concern; or $1 million if a material portion of the business is sold within nine months following the bankruptcy filing or the Debtors exit bankruptcy as a going concern. The firm received an initial retainer of $500,000. M-III is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mohsin Y. Meghji M-III Advisory Partners, LP 130 West 42nd Street, 17th Floor New York, NY 10036 Phone: (212) 716-1492 / (212) 716-1491 Fax: (212) 531-4532 Email: mmeghji@miiipartners.com About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper as real estate advisor; and Prime Clerk as claims and noticing agent. SHEPPARD AND SON: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Sheppard and Son Properties, LLC 394 Swift Creek Road Cordele, GA 31015 Business Description: Sheppard and Son Properties, LLC is a is a nonresidential building operator in Cordele, Georgia. Chapter 11 Petition Date: November 6, 2018 Court: United States Bankruptcy Court Middle District of Georgia (Albany) Case No.: 18-11388 Judge: Hon. Austin E. Carter Debtor's Counsel: Daniel Lewis Wilder, Esq. EMMETT L. GOODMAN, JR., LLC 544 Mulberry Street, Suite 800 Macon, GA 31201 Tel: 478-745-5415 Fax: 478-746-8655 Email: dwilder@goodmanlaw.org Total Assets: $1,202,487 Total Liabilities: $224,757 The petition was signed by Greene Wylie Sheppard, Jr., sole member. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/gamb18-11388.pdf SILVER SCREEN: Seeks Authorization to Use SSS Cash Collateral ------------------------------------------------------------- Silver Screen Rentals, L.L.C. requests the United States Bankruptcy Court for the Eastern District of Louisiana to authorize its use of cash which may constitute cash collateral under the Bankruptcy Code. The Debtor and Silver Screen Supply, LLC ("SSS") has entered into an Asset Purchase Agreement for the sale, purchase and transfer of certain of SSS' assets located in New Orleans, Louisiana, including the name "Silver Screen Rental", to the Debtor. The purchase price for the assets under the APA was $1,808,557, to be paid as follows: (a) $400,000 cash at closing; (b) assumption and/or payment of $558,775 in vehicle/equipment loans from Ford Motor Credit Company and Wells Fargo Bank incurred by SSS and assumed by the Debtor; and (c) a $700,000 promissory note in favor SSS to be paid in annual installments over three years with the first payment due on April 1, 2018. In connection with the sale, the Debtor and SSS entered into a Pledge and Security Agreement to secure prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of Silver Screen’s obligations under the Note and the Purchase Agreement. SSS asserts that the Debtor owes it approximately $700,000 plus interest and attorneys' fees in connection with the Promissory Note. SSS claims to hold valid properly-perfected liens on and security interests in the Debtor's Cash Collateral. But the Debtor denies that it has any liability to SSS for any amount. The Debtor asserts that it has substantial claims against SSS and defenses to its claims, and contends SSS will have no Allowed Claim in this case, and that any and all pre-petition liens of SSS are invalid, cannot be Allowed, and are not secured. Pending the outcome of its litigation over the allowability, validity, perfection, priority and extent of any allegedly secured claims of SSS, the Debtor proposes the following adequate protection against the possibility that SSS may have an allowed claim secured by cash which may constitute cash collateral: (a) Adequate Protection Liens on post-Petition Date, having the same respective validity, perfection, priority and extent as its prepetition liens, to secure any post-petition diminution in value of its interests (if any) in Cash Collateral to the extent such interests are entitled to adequate protection against such diminution under the Bankruptcy Code, subject to the Carve-Out; and (b) Allowed super-priority administrative expense claim to SSS in the amount of diminution in value of SSS's interest (if any) in cash collateral to the extent allowed by Section 507(b) of the Bankruptcy Code, subject to the Carve-Out The Proposed Interim Cash Collateral Order provides a carve-out for (a) Court costs and U.S. Trustee’s fees; and (b) $75,000 bankruptcy counsel and other professionals retained by the Debtor; and (c) $25,000 for any professionals retained by any official committee of unsecured creditors or other similar committee appointed by the Bankruptcy Court. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/laeb18-12934-14.pdf About Silver Screen Rentals, L.L.C. Silver Screen Rentals was founded in 2009 as a full-service location equipment rentals company in Louisiana. Created to cater to the specific and time-sensitive needs of the film industry, Silver Screen offers everything a locations department needs: a large assortment of tents, portable air conditioners and heaters, generators, temporary flooring, tables & chairs, makeup stations, passenger vans, carts, dollies and more. Silver Screen now has a new location at 5169 Southridge Parkway in Atlanta, Georgia. In Louisiana, Silver Screen's facility is located at 500 Edwards Ave in New Orleans. For more information, call 404.445.5534 or visit www.silverscreenrentals.com. Silver Screen Rentals, L.L.C. filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-12934), on November 1, 2018. The Petition was signed by R. Bryan Wright, manager. The case is assigned to Judge Elizabeth W. Magner. The Debtor is represented by William H. Patrick, III, Esq. at Heller, Draper, Patrick, Horn & Manthey LLC. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. SJKWD LLC: Exclusive Plan Filing Period Extended Through Jan. 10 ---------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of SJKWD, LLC, and Du-Rite Company, has extended the Debtor's exclusive periods in which to file a plan and disclosure statement and to solicit acceptances to a plan to January 10, 2019 and March 11, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtors needed additional time to establish a clearer track record of income and expenses in order to formulate a feasible plan. In addition, the Debtors are currently seeking resolutions with several creditors, which will also have a material effect on the plan. About SJKWD LLC SJKWD, LLC, operates its business under the name Denny's Restaurant located at 2710 N. Roosevelt Boulevard, Key West Florida. SJKWD sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-17154) on June 14, 2018. In the petition signed by Stan Jackowski, managing member, the Debtor disclosed $199,323 in assets and $1,036,677 in liabilities. Judge Robert A. Mark presides over the case. SKYTEC INC: Taps Luis R. Carrasquillo as Financial Consultant ------------------------------------------------------------- SkyTec Inc. received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire CPA Luis R. Carrasquillo & Co., P.S.C., as its financial consultant. The firm will assist the Debtor in the financial restructuring of its affairs by providing advice on strategic planning; preparing a plan of reorganization and business plan; and participating in negotiations with its creditors. Carrasquillo charges these hourly fees: Luis Carrasquillo Partner $175 Marcelo Gutierrez Senior CPA $125 Lionel Rodriguez Pérez Senior Accountant $90 Carmen Callejas Echevarria Senior Accountant $85 Zoraida Delgado Junior Accountant $45 Rosalie Hernandez Administrative Assistant $45 Maricruz Mangual Administrative Assistant $45 Iris Franqui Administrative Assistant $45 The firm received from the Debtor's principals a $7,500 retainer. Luis Carrasquillo Ruiz, a certified public accountant, disclosed in a court filing that he and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Luis R. Carrasquillo Ruiz CPA Luis R. Carrasquillo & Co., P.S.C. 28th Street, TI-26 Turabo Gardens Avenue Caguas, PR 00725 Phone: 787-746-4555 / 787-746-4556 Fax: 787-746-4564 Email: luis@cpacarrasquillo.com About Skytec Inc. Skytec, Inc., is a privately-held company based in Puerto Rico that provides wireless telecommunication solutions. Skytec sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05288) on Sept. 12, 2018. In the petition signed by Henry L. Barreda, president, the Debtor disclosed $2,119,734 in assets and $5,848,090 in liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. The Debtor tapped Fuentes Law Offices, LLC as its legal counsel. SNAP LINE: Court Junks Bid for Turnover of Estate Property ---------------------------------------------------------- Bankruptcy Judge James R. Sacca denied Snap Line's Motion for Turnover of Estate Property and for Sanctions in the case captioned SNAP LINE SERVICES, INC., Movant, v. TED RIDLEHUBER, Trustee of VM Trust #1 and G&M International, LLC, Respondent. TED RIDLEHUBER, Trustee of VM Trust #1 and G&M International, LLC, Movant, v. SNAP LINE SERVICES, INC., Respondent, Case No. 18-21223-JRS (Bankr. N.D. Ga.). The primary issue before the Court is the question of the respective interests of the estate and a judgment creditor in cash deposited with the state court pre-petition in lieu of a supersedeas bond when the debtor loses on appeal and all applicable time periods related to the appeal expire post-petition. This issue arose out of Snap Line's Motion for Turnover of Estate Property and for Sanctions as to Ted Ridlehuber and Russell Hodges as well as Ted Ridlehuber, Trustee of VM Trust #1 and G&M International, LLC's Motion for Relief from the Automatic Stay. The contested matters arise from attempts by Ridlehuber to collect $62,500 that was placed by Snap Line as or in lieu of a supersedeas bond with the Clerk of the Superior Court of Forsyth County pending the appeals process of a judgment Ridlehuber obtained against Snap Line in the amount of $572,000. The final order and judgment in the Superior Court was entered on May 23, 2016, nunc pro tunc to May 19, 2016. Snap Line was ordered to post a supersedeas bond in the amount of $62,500 on Nov. 21, 2016 and posted the cash deposit with the Clerk. Snap Line appealed the judgment to the Court of Appeals of Georgia, which affirmed the trial court on Oct. 31, 2017 and denied Snap Line's motion for reconsideration on November 17, 2017. On June 18, 2018 the Georgia Supreme Court denied Snap Line's petition for certiorari. Snap Line filed its Chapter 11 petition the next day on June 19, 2018. Ridlehuber filed a motion with the Superior Court of Forsyth County on July 9, 2018 seeking release of the deposit. The appellate court sent a remittitur to the trial court on July 10, 2018. Snap Line contends that the supersedeas cash became property of the bankruptcy estate upon the filing of the petition as the appellate process was not complete at that time so the post-petition attempt by Ridlehuber to obtain the funds was a violation of the automatic stay. Snap Line requests that this Court order the Clerk to turn over the money to it as estate property and sanction Ridlehuber and his attorney. Ridlehuber asserts that Snap Line had, at most, a contingent non-vested interest in the supersedeas cash that terminated upon the completion of the appellate process. It appears to be Ridlehuber's position now that the automatic stay was terminated in regard to the collection of the supersedeas bond on August 18, 2018, after the 60-day extension (from the petition date) provided by 11 U.S.C. section 108(b) had expired, but he has nevertheless requested relief from the stay to pursue collection of the bond as well as another civil action. Greg Allen, Clerk of Superior Court of Forsyth County, filed a response to the motions, indicating that he would wait for direction from this Court regarding the disbursement of the funds. The Court finds that Ridlehuber's action to collect the cash deposit was a violation of the automatic stay because it occurred after the bankruptcy petition had been filed, and before the appeals process was terminated regardless of whether it occurred on either July 10, 2018 or August 18, 2018. However, given the confusion regarding an assessment of when the appellate process concluded, the unsettled law on the issue of the nature of the estate's interest in the cash deposit, and the fact that no motion for reconsideration was ever filed by Snap Line in the Georgia Supreme Court, the Court has determined that the violation of the stay was not willful and that Snap Line was not damaged by it; therefore, the violation was not sanctionable in this instance. Even if the supersedeas cash deposit became property of Snap Line's bankruptcy estate upon the filing of the petition, this Court finds that the contingent, unvested interest that Snap Line had in said cash either terminated upon the date that the appellate process concluded, in which event the stay dissolved by operation of law such that Ridlehuber is entitled to proceed without further order of the court, or cause exists to modify the stay to allow him to proceed to exercise his state law rights and remedies to enforce his right to the cash deposit because Snap Line cannot adequately protect Ridlehuber's interest in the cash. Either way, Ridlehuber is now free to proceed in state court to obtain release of the funds. Accordingly, Snap Line's Motion for Turnover of Estate Property and for Sanctions is denied. To the extent it is necessary given that the automatic stay may not currently be in place as regards the supersedeas bond, Ridlehuber is granted relief from the stay to pursue the collection of the bond from the Clerk of Court and the Superior Court of Forsyth County may proceed with the procedures established by state law regarding the disposition of the supersedeas bond posted by Snap Line in the amount of $62,500. A copy of the Court's Order dated Oct. 31, 2018 is available at https://bit.ly/2DA7fKk from Leagle.com. Snap Line Services, Inc., Debtor, represented by Michael D. Robl, Robl Law Group LLC. Office of the United States Trustee, U.S. Trustee, represented by David S. Weidenbaum, Office of the U.S. Trustee. Greg Allen, Greg Allen, solely in his capacity as Clerk of Court of Superior Court of Forsyth County, Respondent, represented by Kenneth P. Robin, Jarrard & Davis, LLP. About Snap Line Services, Inc. Snap Line Services, Inc. specializes in providing credit services to dealers and retailers. Snap Line was incorporated in July, 2013 as a domestic profit corporation. Snap Line Services, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-21223) on June 19, 2018, and is represented by Michael D. Robl, Esq., in Tucker, Georgia. SPANISH ISLES: Creditor Trustee Taps GlassRatner as Accountant -------------------------------------------------------------- Margaret Smith, the creditor trustee appointed in the Chapter 11 case of Spanish Isles Property Owners Association, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire GlassRatner Advisory & Capital Group, LLC as her accountant. The services to be provided by the firm include assisting the creditor trustee in the filing of tax returns, and the preparation of tax projections and analyses. GlassRatner neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Alan R. Barbee GlassRatner Advisory & Capital Group, LLC 1400 Centrepark Boulevard, Suite 860 West Palm Beach, FL 33401 Main: (561) 932-0785 Mobile: (561) 398-2025 Email: abarbee@glassratner.com About Spanish Isles Property Owners Association Inc. Spanish Isles Property Owners Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on Nov. 2, 2014, estimating assets and liabilities of less than $1 million. The Debtor was represented by Brett A. Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., is the Trustee's counsel. No official committee of unsecured creditors has been appointed in the case. * * * On Oct. 27, 2017, the Trustee filed the Amended Chapter 11 Plan of Reorganization. On Dec. 1, 2017, the Court entered an order confirming the plan, which confirmation order authorized the appointment of Margaret J. Smith as the Creditor Trustee. The creditor trustee tapped Wargo & French, LLP as her legal counsel. SPRINGFIELD LAND: Taps Christopher S. Moffitt as Legal Counsel -------------------------------------------------------------- Springfield Land Development LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire the Law Offices of Christopher S. Moffitt as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Christopher Moffitt, Esq., the attorney who will be handling the case, charges an hourly fee of $450. On Oct. 30 last year, the Debtor provided the attorney the sum of $5,000 drawn on the account of Property Services, Inc., an affiliate of the Debtor. The attorney is holding those funds in his trust account pending court approval for their disbursement. The firm does not hold any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Christopher S. Moffitt, Esq. Law Offices of Christopher S. Moffitt 218 North Lee Street Alexandria, VA 22314 Phone: 703-683-0075 About Springfield Land Development Springfield Land Development LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-13583) on October 24, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of $1,000,001 to $10 million and liabilities of $1,000,001 to $10 million. The case has been assigned to Judge Brian F. Kenney. The Debtor tapped the Law Offices of Christopher S. Moffitt as its legal counsel. STRAUSS COMPANY: Proposes an Auction Sale of All Personal Property ------------------------------------------------------------------ The Strauss Co., Inc., asks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to sell all of its personal property at public auction. Objections, if any, must be filed within 21 days from the date the Notice was filed and served. The property will be sold cash to highest and best bidder at public auction at 3114 Freeman Avenue, Chattanooga, Tennessee, and online on Dec. 4, 2018, at 9:00 a.m. (EST) with a 13% buyer's premium for onsite bidders and a 15% buyer's premium for online bidders. The expenses of sale will be paid from the proceeds of the sale. The Debtor reserves the right to withdraw any item of property from sale if, in his sole discretion, a satisfactory price has not been obtained. The Property is to be sold "as is." A copy of the list of personal property to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Strauss_Co_100_Sales.pdf About The Strauss Company Creditors Truitt Ellis, Carrie Ellis, Kathleen Pennington, VanBuren LLC, and Germantown Hammer LLC filed an involuntary petition for relief under Chapter 7 against The Strauss Company, Inc. (Bankr. E.D. Tenn. Case No. 18-12972) on July 6, 2018. The petitioning creditors are represented by R. Mark Donnell Jr., Esq. The Chapter 7 case was converted to one under Chapter 11 upon request by the Debtor. Judge Shelley D. Rucker presides over the case. The Debtor tapped Farinash & Stofan as its legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 21, 2018. The committee tapped Waypoint Law PLLC as its legal counsel. STRAUSS COMPANY: Seeks April 30 Plan Exclusivity Period Extension ----------------------------------------------------------------- The Strauss Company, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to extend the time within which it has the exclusive right to file a Plan under 11 U.S.C. Section 1121 through and including April 30, 2019. Unless extended, the exclusivity period for the Debtor to file a Plan currently expires on December 12, 2018. The Debtor has an auction for the sale of its assets scheduled for December 4, 2018. Thus, the Debtor will need time beyond December 4, within which to file a Plan in this case. Moreover, the Debtor asserts that the claims resolution process will also have an effect on the timing of the Debtor's ability to file a Plan considering that there are many claims which are highly disputed. About The Strauss Company Creditors Truitt Ellis, Carrie Ellis, Kathleen Pennington, VanBuren LLC, and Germantown Hammer LLC filed an involuntary petition for relief under Chapter 7 against The Strauss Company, Inc. (Bankr. E.D. Tenn. Case No. 18-12972) on July 6, 2018. The petitioning creditors are represented by R. Mark Donnell Jr., Esq. The Chapter 7 case was converted to one under Chapter 11 upon request by the Debtor. Judge Shelley D. Rucker presides over the case. The Debtor tapped Farinash & Stofan as its legal counsel. SUPERIOR INVESTMENT: Judge Signs Agreed Cash Collateral Order ------------------------------------------------------------- The Hon. John W. Kolwe of the United States Bankruptcy Court for the Western District of Louisiana has signed an agreed order authorizing Superior Investment Holding Company, LLC to use cash collateral in the ordinary course of business. Cal Acadia Properties, L.L.C. holds a valid, perfected security interest in and to and/or a valid first lien against certain immovable properties of the Debtor. The Debtor agrees to market and attempt to sell those properties which are not critical to its reorganization (specifically including the lot located on Homer Street in Minden) for not less than its current fair market value with the further agreement that if those properties, including the Homer Road property, is not sold by May 1, 2019, it will be dationed (i.e. surrendered) back to Cal Acadia in exchange for an agreed credit of the current fair market value as determined by a licensed real estate appraiser. Cal Acadia may elect to foreclose its lien against the non-critical property, including the Homer Street lot) in lieu of or in addition to a dation (i.e. surrender) in the event the Minden property is not sold by May 1, 2019. Pursuant to the Agreed Order, the Debtor will have the right to use cash collateral comprised of any rents, revenues, and income issuing from the Collateral in the ordinary course of business and to pay expenses and costs of the estate as long as: (1) Cal Acadia is paid $3,500 per month in adequate protection payments pending plan confirmation, beginning effective October 1, 2018 and every 1st day of any given subsequent month until plan confirmation. (2) The Debtor will pay and keep current on and timely pay in full any and all ad valorem property taxes with regard to the Collateral, specifically including tax year 2018 and any subsequent year. (3) The Debtor will properly maintain the Collateral and keep it in good repair at all times pursuant to the terms and conditions described in the underlying obligation owed by Debtor to Cal Acadia, and will not permit any liens, including mechanic's and/or materialman's liens and/or federal tax liens, to be placed on the Collateral without prior written consent from Cal Acadia. Cal Acadia or its representatives may, during reasonable hours with notice to Debtor, inspect or appraise its Collateral. (4) The Debtor will maintain full coverage insurance on the Collateral at all times as set forth more fully in the loan documents described in the Motion with Cal Acadia named as First Lienholder and/or Loss Payee on the insurance policy throughout the pendency of this case and the term of the Debtor's Chapter 11 Plan, if any, as amended and/or modified, or until amounts owed to Cal Acadia are fully repaid. (5) The Debtor will pay and keep current on and timely pay in full any and all postpetition payables with regard to the Collateral, paying such amounts from the cash collateral of Cal Acadia. A full-text copy of the Agreed Order is available at: http://bankrupt.com/misc/lawb18-10849-106.pdf About Superior Investment Holding Company Superior Investment Holding Company, LLC has equitable interests in 72 real estate properties located in Louisiana having a total current value of $10.82 million. Superior Investment Holding Company, LLC doing business as Superior Car Washes dba Superior Car Sales dba Jefferson Hotel dba Slack Group dba Lamache's Italian Restaurant dba Airline C-Store filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-10849), on June 30, 2018. The Petition was signed by Jeff Slack, owner. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by James W. Spivey, II, Attorney At Law. At the time of filing, the Debtor had $10.91 million in total assets and $11.13 million in total liabilities. SUSAN VOGEL: Barton Buying Fort Washington Property for $219K ------------------------------------------------------------- Susan Waller Vogel asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the jointly owned real property known as 9119 Allentown Road, Fort Washington, Maryland to Paula Barton for $219,000. Among the assets of the bankruptcy estate is the Property which is owned by non-Debtor, Shirley Waller and the Debtor. The Debtor is 50% owner of the Property and non-Debtor is 50% owner of the Property. At this time, the non-Debtor needs to relocate into a nursing facility and requires the Property to be sold to utilize non-Debtor's equity to pay such nursing facility. The Debtor and non-Debtor are not paying a real estate commission to list the Property and are only paying real estate commission to the Buyer's real estate broker in the amount of 2.5% of the purchase price. The Property was listed and marketed in the Multiple Listing System as commonly used by real estate agents. The Property is under contract. The contract with the Purchaser was negotiated at arms'-length and in good faith. The Debtor and non-debtor are not aware of any personal or business relationship between purchasers and any other parties in interest. Pursuant to the attached residential contract of sale, the Purchaser will pay a purchase price in the amount of $219,000 with a seller credit of 5% of the Purchase Price along with all closing costs, including expense of obtaining survey, title investigation, title policy premium, and one-half of the documentary stamps, recordation taxes, and transfer taxes and Purchaser will make a deposit in the amount of $2,000. The Purchaser is scheduled and prepared to settle no later than Nov. 16, 2018. Her lock-in rate expires on Nov. 16, 2018 and a delay in settlement will cause the buyer and seller additional costs. The sales comparables support a valuation of the Property no higher than $219,000. The Property is encumbered by a first deed of trust securing Mr. Cooper, formerly known as Nationstar Mortgage, LLC, of approximately $44,926 as of Oct. 23, 2018, accordingly to a payoff from the claim made by Mr. Cooper. The Debtor was not paying any arrears in the plan for the creditor, Mr. Cooper. There are no other encumbrances on the Property. Pursuant to an Estimated Settlement Statement, the Seller will pay: (i) the lender, Mr. Cooper - $44,926; (ii) miscellaneous closing costs and recording fees - $375; (iii) real estate taxes - $2,370; (iv) home warranty - $550; (v) transfer and recordation taxes - $2,135; and (vi) the Buyer's broker commission of 2.5% - $5,475. Said sale will permit the Debtor to satisfy 100% of the amount of debt encumbering the Property, after payment of Expenses and other closing costs by settlement agent. This will benefit all interested parties and promote judicial economy. In addition, the Debtor's 50% share of the net proceeds will be approximately $76,000. He will apply her share of the net proceeds to the Chapter 11 Plan by paying priority claims first, then to secured creditors by their prorate share of all the secured debt. The Debtor is asking approval of the Contract, free and clear of all liens, claims and interest, except for real estate taxes or other liens or assessments related to the entire Property, the sale will be subject to those items. The Property will be sold in "as is, where is" basis. Any proposed Purchaser is entirely responsible for inspection of the Property, determining its suitability and calculating its bid. The sale will be subject to approval of United States Bankruptcy Court for North Division State of Maryland upon approval of the sale, a closing will be held. Such closing date is scheduled for Nov. 16, 2018 but will be extended as determined by the Debtor, non-debtor and Purchaser by mutual consent, if necessary. The costs to the Purchaser, and the Debtor and non-debtor may increase if the Motion for Authority to Sell is not decided prior to Nov. 16, 2018. The Debtor believed that approval of the sale as outlined above is in the best interest of the Estate and that it should be approved. The aforesaid sale will not require any out-of-pocket expenses from the Debtor and the settlement costs should be nominal. The objection to said Motion is to be filed no later than 21 days from the date of the Notice. The Debtor asks relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). The Debtor has also filed a motion to shorten the time doe response and/or for an expedited hearing. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Susan_Vogel_128_Sales.pdf About Susan Waller Vogel Susan Waller Vogel is a real estate broker with Turtle Towne Real Estate and a resident of West River, Maryland. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 15-18961) on June 24, 2015. T.C. RENFROW: To Pay Amegy Bank Over 3 Years Under 3rd Amended Plan ------------------------------------------------------------------- T.C. Renfrow Land, L.P., filed a third amended plan of reorganization and accompanying disclosure statement proposing to pay most of its creditors within three years of the effective date of the plan. The prior Plan provided that the Debtor will either obtain financing or sell its real property holding to pay most claims in full on the effective date. The Debtor will cure the outstanding interest in owes Amegy Bank and pay the remaining balance within 3 years of the Effective Date. The remaining balance will accrue interest at a 6% annual rate and Debtor will make monthly payments to Amegy of $22,685.53 The unsecured claim of Dunn & Neal LLP will have its claim paid in full over 3 years, with a 6% annual interest rate. The only professional fee to be paid upon Confirmation is to the Gerger Law Firm. Debtor expects professional fees will not exceed $60,000. Under the Plan, all creditors will receive full payment with significant interest. Because of the uncertain value of the Miller Road Property, it is unclear that a sale of the Miller Road Property would yield 100% for all Creditors. Debtor thus believes the Plan is better for the Creditors than a liquidation The Reorganized Debtor will retain, post-Confirmation, all the claims and causes of action in favor of the Debtor. A full-text copy of the Disclosure Statement dated October 31, 2018, is available at: http://bankrupt.com/misc/txsb18-1733540-131.pdf About T.C. Renfrow L.P. T.C. Renfrow Land L.P. holds the deed of trust on a land with house located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5 million. It separately holds the deed of trust on a land with house located at 4035 SCR Road Rocksprings, Texas, with a current value of $595,000. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-33540) on June 5, 2017. Timothy C. Renfrow, manager of ACR GP, LLC, signed the petition. At the time of the filing, the Debtor disclosed $8.13 million in assets and $3.9 million in liabilities. The case is assigned to Judge Marvin Isgur. The Debtor hired The Gerger Law Firm PLLC as its legal counsel; Valbridge Property Advisors as its valuation expert; and Richard A. Roome, P.C. as its accountant. TAYLOR BEAN: Court Grants Partial Summary Judgment in Favor of ADP ------------------------------------------------------------------ In the case captioned Neil F. Luria, as Trustee to the TAYLOR, BEAN & WHITAKER PLAN TRUST, Plaintiff, v. ADP, Inc. Defendant, Adv. No. 3:11-ap-00657-RCT (Bankr. M.D. Fla.), Bankruptcy Judge Robert A. Colton entered partial summary judgment in favor of ADP, Inc. on Counts II-VI of the Complaint (seeking to avoid the Transfers) and on Count VII to the extent it seeks to recover the Transfers. Shortly after federal agents executed a search warrant at its headquarters, Taylor, Bean & Whitaker Mortgage Corp. filed for relief under Chapter 11 of the Bankruptcy Code on August 24, 2009. The bankruptcy court confirmed a liquidating chapter 11 plan in 2011 and appointed Neil F. Luria to serve as the plan trustee. The Trustee then filed a number of lawsuits, including this adversary proceeding against TBW's payroll service provider ADP, Inc. (now known as ADP, LLC). The issue here is whether ADP, a payroll processing company, was a mere conduit when it processed the Transfers pursuant to TBW's instructions, notwithstanding the fact that the Transfers may have been part of a "great big fraud." The Trustee and ADP have filed and fully briefed three separate motions for partial summary judgment related to the mere conduit defense. The disputed issue is whether ADP is an initial transferee from whom the Trustee can recover under section 550. To establish its mere conduit defense, ADP must prove that: (i) it did not have control over the funds received from TBW, i.e. that ADP merely served as a conduit for the funds that were under the actual control of TBW; and (ii) it acted in good faith and as an innocent participant in the fraudulent transfers. With regard to the control prong, the court finds that the undisputed facts establish that ADP did not control the Transfers and it is neither logical nor equitable that ADP be held liable for the funds that passed through ADP to employees, taxing authorities and garnishors. Accordingly, the Trustee's motion for partial summary judgment will be denied, and ADP's cross-motion for partial summary judgment on the control element of its mere conduit defense will be granted. But lack of control is not enough to establish mere conduit status in this circuit. ADP must also prove that it acted in good faith and as an innocent participant in the fraudulent transfers. To rebut, the Trustee must show that ADP had actual knowledge of TBW's fraudulent purpose in making the Transfers or had knowledge of facts or circumstances that would have put ADP on inquiry notice. Nothing in the record suggests that ADP had actual knowledge of TBW's financial condition or Farkas's fraudulent conduct until the FBI raided TBW's offices in August 2009. In challenging ADP's good faith, the Trustee instead identifies certain "red flags" that he argues should have put ADP on inquiry notice. ADP was hired to processes the payroll data TBW input into PayForce and provide related customer support. ADP does not advise clients on how to operate their businesses— just payroll processing. It is up to the client to decide what companies they open, who to pay, and how to pay those individuals. ADP has no legal or contractual obligation to review, evaluate, or audit its clients' transactional data, nor should it. ADP has established its good faith and status as an innocent participant in the Transfers. The Trustee raises interesting theories and speculative possibilities, but ultimately not a triable issue. Accordingly, ADP is entitled to partial summary judgment on the issue of its good faith for purposes of its mere conduit defense. There is no doubt that TBW's creditors were victims of a massive fraud and that the Trustee has a responsibility to pursue all viable claims for the benefit of those creditors. But here, even if the Trustee can avoid the Transfers as fraudulent under state or federal law, ADP was a "mere conduit" and as such shielded from initial transferee liability under section 550. A copy of the Court's Memorandum Opinion dated Nov. 1, 2018 is available at https://bit.ly/2FAnzNS from Leagle.com. Neil F. Luria, Plan Trustee, Plaintiff, represented by Benjamin Forrester, Thomas, Alexander, Forrester& Sorensen, Mark Forrester, James D. Gassenheimer, Berger Singerman. P.A., Melissa Lawton, Thomas Alexander Forrester & Sorensen, David E. Schillinger, Thomas Alexander Forrester & Sorensen, Paul Steven Singerman, Berger Singerman, PA, Stephen Sorensen & Steven W. Thomas. ADP, Inc., Defendant, represented by Clement J. Farley -- cfarley@mccarter.com -- McCarter & English, LLP & Leanne McKnight Prendergast -- Leanne.Prendergast@fisherbroyles.com -- FisherBroyles, LLP. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more than 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Lee Farkas, the former chairman, was sentenced in June to 30 years in federal prison after being convicted on 14 counts of conspiracy and bank, wire and securities fraud in what prosecutors said was a $3 billion scheme involving fake mortgage assets. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. Unsecured creditors were expected to receive 3.3% to 4.4% under a Chapter 11 plan approved in July 2011. THAMES VIEW: Judge Signs Third Interim Cash Collateral Order ------------------------------------------------------------ The Hon. Julie A. Manning of the U.S. Bankruptcy Court of the District of Connecticut has signed a third interim order authorizing Thames View, Inc. to use cash collateral on an interim basis, which cash collateral the Debtor concedes is subject to the security interests of RCN Capital, LLC. A hearing on the continued use of cash collateral will be held on December 6, 2018 at 3:00 p.m. The Debtor may use up to but not in excess of $5,000 in cash collateral to meet all necessary business expenses incurred in the ordinary course of its business and U.S. Trustee's statutory fees until November 30, 2018. The Debtor, however, will not make any payment on any loans from insiders or officers. RCN Capital, LLC asserts security interest in the Debtor's real properties in Groton and Gales Ferry, Connecticut and the associated cash collateral. RCN Capital, LLC is granted replacement liens in all after-acquired property of the Debtor from the property, and that said liens will be of equal extent and priority to that which RCN Capital, LLC enjoyed with regard to the said property at the time the Debtor filed its Chapter 11 petition. A full-text copy of the Third Interim Order is available at http://bankrupt.com/misc/ctb18-21360-52.pdf About Thames View Thames View Inc.'s principal assets are located at 189-198 Thames Street Groton, Connecticut, having an aggregate value of $1.22 million. Thames View sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 18-21360) on Aug. 19, 2018. In the petition signed by Erik Mattila, managing member, the Debtor disclosed $1,225,500 in assets and $2,317,423 in liabilities. Judge James J. Tancredi presides over the case. Attorney Joseph J. D'Agostino, Jr., LLC, serves as its legal counsel. TITUS INDUSTRIAL: Seeks Authorization to Use IRS Cash Collateral ---------------------------------------------------------------- Titus Industrial Inc. requests the U.S. Bankruptcy Court for the Eastern District of California to authorize its use of cash collateral from Petition Date through April 30, 2019, consistent with the Budget. The proposed budget reflects total expenses of $1,088,714 from November 1, 2018 through April 30, 2019. The Budget includes payments of $3,000 per month to the Internal Revenue Service on its secured claim and $7,069.98 per month to other secured creditors. The Internal Revenue Service asserts secured claim in the amount of $221,479.72, secured by Debtor's Personal Property including equipment, machinery, deposit accounts, accounts receivable and other personal property described in the Debtor's Schedule of Assets and Liabilities filed on October 30, 2018. The Debtor proposes to provide adequate protection to the IRS by operating its business, generating income and giving the IRS replacement lien on post-petition assets of the same kind and to the same extent as existed before the Debtor filed its Chapter 11 case. Additionally, the Debtor will make adequate protection payments of $3,000 per month to the IRS and pay all of its post-petition obligations owed to the IRS as required by law, pending confirmation of a Plan of Reorganization. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/caeb18-14414-19.pdf About Titus Industrial Inc. Titus Industrial, Inc. is a full-service general engineering contractor specializing in equipment installation, fabrication, retrofit, maintenance, specialty welding, process piping, water jetting, machinery moving, alignments, excavation, grading, turnarounds, and crane services. It has the capability to custom design and manufacture equipment for the clients' specific needs. Titus Industrial sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-14414) on Oct. 30, 2018. In the petition signed by Scott W. Hale, general manager and authorized representative, the Debtor disclosed $689,071 in assets and $1,038,121 in liabilities. Judge Fredrick E. Clement presides over the case. The Debtor tapped the Law Offices of Leonard K. Welsh as its legal counsel. TOYS 'R' US: Taps Sills Cummis as Special Counsel, Escrow Agent --------------------------------------------------------------- Toys "R" Us, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Sills Cummis & Gross P.C. as special counsel and escrow agent. The firm will assist the company's affiliate Toys "R" Us Delaware, Inc. in the disposition of the interest of its non-debtor subsidiary SAJV Holdings, LLC in the SALTRU Associates Joint Venture. It will also assist Toys "R" Us Delaware in the disposition of leases, real estate and related assets pursuant to the court's previous order that authorized the company to conduct store closings; and will manage the escrow related to the disposition. Sills Cummis will charge these hourly fees for its services: Members $325 - $640 Of Counsel $495 - $595 Associates $275 - $375 Paraprofessionals $150 Financial/Accounting Personnel $375 - $495 Meanwhile, the firm will charge a fixed fee for services it will provide to Toys "R" Us Property Company II, LLC and Giraffe Junior Holdings, LLC in connection with the disposition of their leases, real property and related assets pursuant to their Chapter 11 plan confirmed by the court. The fixed fee is $18,000 per property sold, and $175,000 for maintaining and managing the escrow related to the disposition. Jeffrey Newman, Esq., at Sills Cummis, disclosed in a court filing that the firm and its attorneys do not represent any interest adverse to the Debtors. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Newman disclosed in a court filing that Sills Cummis' hourly rates for its services to Toys "R" Us Delaware related to the disposition have been discounted from the firm's standard rates. No Sills Cummis professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases, Mr. Newman also disclosed. Sills Cummis has not prepared any formal budget or staffing plan. Its services, expected staffing, and rates have been discussed with and agreed to by the Debtors on a matter-by-matter basis, according to the filing. The firm can be reached through: Jeffrey H. Newman, Esq. Clint Kakstys, Esq. Sills Cummis & Gross P.C. One Riverfront Plaza Newark, NJ 07102 Telephone: (973) 643-7000 Facsimile: (973) 643-6500 Email: jnewman@sillscummis.com Email: ckakstys@sillscummis.com About Toys "R" Us Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the U.S. Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. TRACY JOHN CLEMEN: Trustee Proposes to Auction Agricultural Land ---------------------------------------------------------------- Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement, asks the U.S. Bankruptcy Court for the District of Minnesota to authorize him to sell the Debtor's interest in the agricultural land, Parcel Nos. 09.023.0010, 09.023.031, and 09.026.0010 ("Nolts Property"), at auction. On the Petition Date, the Debtor and the Debtor's father, Conrad Clement, were co-owners of the Nolt Property, as tenants in common. The Nolt Property is further subdivided into five tracts. The Nolt Property is encumbered by: (i) a mortgage executed and delivered jointly by the Debtor, the Debtor's former spouse, Nancy Clement, and Conrad, to and in favor of Citizens State Bank of Hayfield ("CSB") in the original principal amount of $700,000, dated April 16, 2007, recorded in the Office of the County Recorder in Mower County, Minnesota, on April 17, 2007, as Document No. A000558419; and (ii) a second mortgage executed and delivered jointly by the Debtor, Nancy, and Conrad, to and in favor of CSB in the original principal amount of $87,500 dated April 16, 2007, recorded in the Office of the County Recorder in and for Mower County, Minnesota, on April 17, 2007, as Document No. A000558420. In addition to the CSB Joint Mortgages, the Debtor, not personally, but in his capacity as trustee of the Debtor's Revocable Trust, executed and delivered a mortgage in the original principal amount of $9,163,761 in favor of CUSB Bank over the Nolt Property dated May 19, 2015 as Document No. A000619799. The CUSB Mortgage was recorded in both Mower and Fillmore counties. Pursuant to the Court's Order entered on Sept. 12, 2018, the CUSB Mortgage was avoided under 11 U.S.C. Section 544(a)(3), and preserved for the benefit of the bankruptcy estate. The CUSB Mortgage Order provides that the Nolt Property is not subject to the CUSB Mortgage. CUSB has since filed an appeal to the CUSB Mortgage Order, and such appeal is currently pending in Adversary Case No.18-03045. In addition to the CSB Joint Mortgages and the CUSB Mortgage currently on appeal, Conrad has the following judgments docketed against him individually: (a) A judgment in the original amount of $6 million in favor of Manaco Corp. and docketed in Fillmore County, Minnesota, on Feb. 25, 2014; (b) A judgment in the original amount of $56,161 in favor of Cone Ag Aviation, LLC and docketed in Fillmore County, Minnesota, on May 15, 2018; and (c) A judgment in the original amount of $490,670 in favor of Cone Ag, Inc. and docketed in Fillmore County, Minnesota on May 15, 2018. The Conrad Judgments are docketed against the Nolt Property in Mower County. The Trustee has initiated an adversary action (Adv. No. 18-03020) asking authority to sell the Nolt Property free and clear of the interest of Conrad. Conrad maintains that the Nolt Property should not be sold free and clear of his interest, but rather should be partitioned. Conrad maintains that physical partition of the Miller Property is practicable despite the legal interests of the mortgages and judgment creditors, and that, therefore, the Nolt Property should not be sold free and clear of his interest. The Trustee maintains that the physical partition of the Miller Property is not at issue, but rather separating the legal interests of the mortgagees and judgment creditors is legally impracticable. The Parties were ordered to attend mediation with the Hon. William J. Fisher. The Mediation resulted in a Mediated Settlement Agreement between Conrad, CSB and the Trustee. Contemporaneously with the Motion, the Trustee has filed a companion Motion pursuant to Federal Rule of Bankruptcy Procedure 9019 and Section 105(a) of the Bankruptcy Code to approve the Mediation Agreement. The Mediation Agreement provides for a partition of the Nolt Property between the estate and Conrad. The material terms of the Mediation Agreement are as follows: a. The estate will maintain an interest in Tract A and Tract C of the Nolt Property ("West Half of the Nolt Property") as legally described in Exhibit D. b. Conrad will maintain an interest in Tract B, Tract D, and Tract E of the Nolt Property ("East Half of the Nolt Property") as legally described in Exhibit E to this Motion. c. These mutual transfers will result in the estate being the sole owner of the West Half of the Nolt Property and Conrad being the sole owner of the East Half of the Nolt Property, which will allow the Trustee to ask Court approval to sell the estate's interest in the West Half of the Nolt Property. d. CSB will release the CSB Joint Mortgage on the West Half of the Nolt Property upon the Trustee's payment of $360,000, plus interest. The CSB Payment will be made by the Trustee, or his agent, from the sale proceeds of the West Half of the Nolt Property. e. Cone Ag Aviation, LLC, Cone Ag, Inc., and Manaco Corp. have agreed to release their respective judgement liens against the West Half of the Nolt Property upon payment of a total amount of $25,000. The Judgment Creditors Payment will be made by the Trustee, or his agent, from the sales proceeds for the West Half of the Nolt Property. f. CSB will still maintain its CSB Joint Mortgage on the East Half of the Nolt Property. g. The Conrad Judgment Creditors will still maintain their interests in the East Half of the Nolt Property. In anticipation of the Court's order approving the Mediation Agreement, the Trustee now brings the Motion to sell the estate's interest in the West Half of the Nolt Property as contemplated by the Mediation Agreement. The purpose of theMotion is to (i) ask an order of the Court authorizing the sale of the estate's interest in the West Half of the Nolt Property free and clear of all liens, claims and encumbrances; and (ii) establish the sales procedures for the sale of the estate's interest in the West Half of the Nolt Property. Pursuant to the Mediation Agreement, CSB and the Conrad Judgment Creditors have consented to the sale of the West Half of the Nolt Property. The sale of the West Half of the Nolt Property will allow the Trustee to pay the CSB Payment and the Judgment Creditors Payment from the proceeds of the sale. It is necessary to sell the West Half of the Nolt Property at a time when a purchaser can have access to the land for the 2019 crop year. The Trustee has previously filed a supplemental application to employ Steffes Auction Group, Inc. as an auctioneer to sell certain real property owned by the estate. In order to maximize the amount realized by the estate from the sale of the West Half of the Nolt Property, the Trustee, through his duly employed auctioneers Steffes Group, Inc., asks authority to conduct an auction at such date, time and location as the Trustee, in consultation with Steffes, may determine. The terms and conditions that govern the Auction anticipated by theMotion are set forth in Exhibit F. The Trustee, in consultation with Steffes, asks authority to offer the West Half of the Nolt Property in Tracts or parcels which the Trustee believes will realize the highest bids by prospective purchasers. All bidding will be conducted at the Auction and the Trustee will accept no bids after the Auction has concluded. Within two business days after the conclusion of the Auction, the Trustee will file a report with the Court setting forth the name of the bidder and the amount of the bid selected as the Successful Bid for each parcel offered at the Auction. On the date the Auction Report is filed with the Court, the Trustee will serve the Auction Report on counsel for the Debtor, the holders of each lien affecting any of the West Half of the Nolt Property, their respective counsel, the counsel for the Official Committee of Unsecured Creditors, and the Office of the United States Trustee. The Trustee believes the filing of the Auction Report will initiate the Debtor's 15-day period to exercise the ROFR on each Tract or Parcel for which a Successful Bid was reported. In order to exercise the ROFR on any Tract or Parcel sold at the Auction, on 15 days following the filing of the Auction Report the Debtor will (i) provide written notice to the Trustee of his intention to exercise the ROFR on the specific Tract or Parcel and (ii) remit to the Trustee a nonrefundable deposit of 10% of the amount of the Successful Bid for the specific Tract or Parcel in certified or immediately available funds. Within five business days following the expiration of the ROFR, the Trustee will file a motion with the Court on an expedited basis seeking one or more orders of the Court approving the sale of each Tract or Parcel to the Successful Bidder for that Tract or Parcel or, if the Debtor has properly and timely exercised the ROFR for a specific Tract or Parcel, to the Debtor for that specific Tract or Parcel, and authorizing the Trustee to close all such sales. Each Successful Bidder will close the sale(s) of its respective Tract(s) or Parcel(s) no later than 30 days after the expiration of the ROFR if the Debtor does not properly and timely exercise the ROFR with respect to that Successful Bidder's respective Parcel(s). The Debtor will close the sale(s) of the Tract(s) or Parcel(s) for which the Debtor has properly and timely exercised the ROFR no later than 65 days after the filing of the Auction Report. All liens, encumbrances, and other interests that attach to a Parcel or Tract will attach to the proceeds of the sale of that Parcel or Tract with the same validity, priority and extent as the liens, encumbrances, and other interests attached to the Parcel or Tract prior to the closing of the sale. A copy of the Exhibits attached to the Motion is available for free at: http://bankrupt.com/misc/Tracy_Clement_763_Sales.pdf A hearing on the Motion is set for Dec. 5, 2018 at 2:00 p.m. The objection deadline is Nov. 30, 2018. About Tracy John Clement Tracy John Clement sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11, 2016. The Debtor tapped James C. Brand, Esq., at Fredrikson & Byron PA, as counsel. On May 3, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter 11 Trustee for the Debtor. The attorneys for the Trustee are: Abigail M. McGibbon, Esq. P. Jason Thibodeaux, Esq. Abigail M. McGibbon, Esq. GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. 500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: 612-632-3484 Fax: 612-632-4000 E-mail: jason.thibodeaux@gpmlaw.com abigail.mcgibbon@gpmlaw.com The Trustee retained Steffes Group, Inc., as auctioneer. TRITON AUTOMATION: May Use Cash Collateral on Interim Basis ----------------------------------------------------------- The Hon. Mark A. Randon of the United States Bankruptcy Court for the Eastern District of Michigan authorized Triton Automation Group LLC to use cash collateral for the payment of its operating expenses consistent Budget attached to the Motion for the period of 90 days following entry of the interim order. The Debtor is allowed to use a total amount not to exceed 10% in excess of $192,989 during the 90-day period and the amount of $64,330 per 30-day period. The Debtor is directed to make adequate protection payments in the aggregate amount of $5,000 monthly to be paid to Triton's secured creditors in the following amounts: (a) Eastern Michigan Bank will receive $2,446.40; (b) Fanuc America will receive $323.76; (c) On Deck Capital will receive $1,434.97; (d) Ascentium Capital will receive $328.96; and (e) Quicksilver Capital will receive $465.92. In addition, the Debtor will grant each Secured Creditor a replacement perfected security interest under Section 361(2) of the Bankruptcy Code (a) to the extent the Secured Creditor's cash collateral is used by Debtor, and (b) to the extent and with the same priority in Debtor's postpetition collateral, and proceeds thereof, that the Secured Creditor holds a perfected security interest in Debtor's prepetition collateral. The Debtor will provide the Secured Creditors with a timely copy of Debtor's chapter 11 monthly operating reports, and any other reports reasonably required by the Secured Creditors. A full-text copy of the Order is available at: http://bankrupt.com/misc/mieb18-54684-23.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. US FINANCIAL: Patrun Buying Odenton Condo Unit 2C for $40K ---------------------------------------------------------- US Financial Capital, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the condominium property known as 114 Mountain Road, Unit 2C, Odenton, Maryland to Patrun Gerard Children's Trust for $40,000. The Debtor owns multiple parcels of Real Estate in Anne Arundel County, including the condominium property, which property is held for development and sale. The said property is valued in the Tax records of Anne Arundel County at $65,000, and was valued by the Debtor in its Schedules at $59,000. The property is in severe disrepair, and the Debtor believes that its estimate was incorrectly high. The said property is subject to a lien in favor of the Respondent Midfirst Bank as well as potential tax and other claims in favor of Anne Arundel County, Maryland. It is part of the "Sun Valley Condominium" and is subject to assessment by the Council of Unit Owners of Sun Valley Condominum, an entity created by the relevant Condominium Documents filed with the Land Records of Anne Arundel County. A search of the database of the Maryland Department of Assessments and Taxation failed to disclose incorporation documents for Council. On information and belief, and as reflected in the Debtor's Schedules, the Council has appointed Pinnacle Management as its agent for collection of assessments. Midfirst has filed a proof of claim in respect to the Debtor. It asserts a lien claim in the amount of $6,723. Anne Arundel County has filed a claim which does not show a pre-petition claim as to the said property. Midfirst's claim is subject to additional charges, interest and fees. The Council of Unit Owners of Sun Valley Condominium has not, to the best of the Debtor's knowledge, recorded any lien and has not filed a claim. The Debtor proposes to sell the property directly, and not subject to Commission. It proposes to enter into a contract with the Purchaser, with whom the Debtor has a relationship. Specifically, the Trustee under that Trust is the same as the Trustee under the AN&J Family Trust, which owns the equity interest in the Debtor. The agreement provides that the Purchaser pay the sum of $40,000 for the property "as-is" and subject only to a contingency for financing. The Purchaser will pay all transfer and recordation costs. The Contract is subject to Court Approval by operation of the Bankruptcy Code. The Debtor proposes to pay the net proceeds of settlement to secured creditors at settlement, and to retain any surplus for use in its reorganization. Midfirst has advised the Debtor that it does not oppose the sale. The Debtor believes that the sale of the said property is in the best interest of the Estate. The Notice is provided to all parties in interest, including the U.S. Trustee, all creditors of the Debtor and all parties having any interest in the Subject Property, as reflected in the certificate of service accompanying the said Notice. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/US_Financial_86_Sales.pdf About US Financial Capital US Financial Capital, Inc., is a privately-held company in Columbia, Maryland, engaged in activities related to real estate. It is the fee simple owner of 14 real estate properties having an aggregate value of $1.38 million. US Financial Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27, 2018. In the petition signed by Ronald Talbert, chief operating officer, the Debtor disclosed $1.38 million in assets and $13.92 million in liabilities. The Debtor hired the Law Office of David W. Cohen as its legal counsel. VERONYKA'S COLOR: Taps Villa & White as Legal Counsel ----------------------------------------------------- Veronyka's Color Salon & Spa LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Villa & White LLP as its legal counsel. The firm will advise the Debtor regarding the overall administration of its Chapter 11 case; represent the Debtor in negotiation with its creditors; provide services related to the confirmation of a plan of reorganization; conduct examination of witnesses; and provide other legal services in connection with the case. Morris White III, Esq., a partner at Villa & White and the attorney who will be handling the case, charges an hourly fee of $300. Mr. White disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Villa & White can be reached through: Morris E. White III, Esq. Villa & White LLP 1100 NW Loop 410, Suite 802 San Antonio, TX 78213 Tel: (210) 225-4500 Fax: (210) 212-4649 Email: treywhite@villawhite.com About Veronyka's Color Salon & Spa Veronyka's Color Salon & Spa LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 18-52486) on October 23, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Craig A. Gargotta. The Debtor tapped Villa & White LLP as its legal counsel. WALHOF PROPERTIES: Taps Kenneth Fenelon as Special Counsel ---------------------------------------------------------- Walhof Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a special counsel. The Debtor proposes to employ Kenneth Fenelon, Esq., to provide legal services in connection with the sale of its property. Mr. Fenelon will charge an hourly fee of $250 for his services. The attorney neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Mr. Fenelon maintains an office at: Kenneth B. Fenelon, Esq. 5851 San Felipe, Suite 700 Houston, TX 77057 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 the Law Offices of Benjamin Martin, serves as the Debtor's counsel. WALL STREET THEATER: Has Until December 14 to Exclusively File Plan ------------------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut, at the behest of Wall Street Theater Company, Inc. and its affiliates, has extended the exclusivity periods for the Debtors to file and to solicit acceptances to a plan of reorganization through and including December 14, 2018 and February 1, 2019, respectively. About The Wall Street Theater The Wall Street Theater, listed in the National Register of Historic Places, has re-emerged as a 501c3 non-profit organization, whose mission is to provide diverse programming and promote arts education, thereby enriching the cultural life of the greater Norwalk community. The Wall Street Theater -- https://www.wallstreettheater.com/ -- adopts its moniker from its location and its mission from its history, combining live shows, interactive entertainment, cinema, digital production, art space and a community arena in which to play. Wall Street Theater Company, Inc., and affiliates Wall Street Master Landlord, LLC and Wall Street Managing Member, LLC, filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 18-50132) on Feb. 4, 2018. In the petitions signed by Suzanne Cahill, president, the WS Theater Company and WS Master Landlord estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities while WS Managing Member estimated less than $50,000 in assets and $10 million to $50 million in liabilities. Judge Julie A. Manning is the case judge. The Debtors tapped Green & Sklarz, LLC, as legal counsel; R.J. Reuter, LLC as financial advisor; Wellspeak, Dugas & Kane, LLC as real estate appraiser and consultant; and CohnReznick as auditor. WARRIACH INC: Taps Eric A. Liepins as Legal Counsel --------------------------------------------------- Warriach Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., the attorney who will be handling the case, charges $275 per hour. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm received a retainer of $5,000, plus the filing fee. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About Warriach Inc. Warriach, Inc., which conducts business under the name USA Auto Sales, Paint and Body, is a privately-held company in the automobile sales and servicing business based in Dallas, Texas. Warriach filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33188), on September 30, 2018. The petition was signed by Ghulam Warriach, president. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor tapped Eric A. Liepins, Esq., of Eric A. Liepins, P.C., as its legal counsel. WDH CONTRACTOR: Jan. 16 Plan Confirmation Hearing ------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California issued an order approving the disclosure statement explaining WDH Contractor Services, LLC's plan. December 21, 2018, is fixed as the last day for filing written acceptances or rejections of the Chapter 11 Plan of Reorganization, and January 16, 2019, at 2:00 P.M., is fixed as the date of hearing of confirmation of the Plan. About WDH Contractor Services Based in Lancaster, California, WDH Contractor Services, LLC, specializes in carpentry framing repair, interior trim & moldings install, interior trim & moldings repair, wood stairs & railings install, wood stairs & railings repair and general construction. WDH Contractor Services filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11701) on Feb. 16, 2018, estimating under $1 million in both assets and liabiltiies. Alla Tenina, Esq., at Tenina Law Inc., is the Debtor's counsel. WHISTLER ENERGY: Tetra Directed to Return $595K to Trustee ---------------------------------------------------------- The adversary proceeding captioned H. KENNETH LEFOLDT, v. TETRA APPLIED TECHNOLOGIES, LLC, Adv.P. No. 18-1047 (Bankr. E.D. La.) came before the court on October 18, 2018 as a trial on the complaint of H. Kenneth Lefoldt, Trustee of the Whistler Energy II, LLC Litigation Trust against Tetra Applied Technologies, LLC seeking to recover transfers in the amount of $595,603.98 that were made in the 90 days before the filing of the bankruptcy petition. Bankruptcy Judge Jerry A. Brown entered a judgment in favor of the Trustee because Tetra did not carry its burden of proving any defenses to section 547. In Matter of Gulf City Seafoods, Inc., the United States Fifth Circuit Court of Appeals said that where the creditor raises an ordinary course of business defense, the creditor had the burden to show: That as between it and the debtor, the debt was both incurred and paid in the ordinary course of their business dealings and that the transfer of the debtor's funds to the creditor was made in an arrangement that conforms with ordinary business terms -- a determination that turns the focus away from the parties to the practices followed in the industry. In general, courts refer to the first element of the ordinary course defense, section 547(c)(2)(A) as the "subjective" element of the defense. This first element requires the court to examine the history of the transactions between the debtor and the creditor to determine whether the payments made during the preference period comport with the nature of the payments made before the preference period. The factors most commonly relied upon by courts in making this determination are: 1) the length of time the parties were engaged in the transactions at issue; 2) whether the amount or form of tender differed from past practices; 3) whether the debtor or creditor engaged in any unusual collection or payment activities; and 4) the circumstances under which payment was made. At trial, the parties focused on the length of time between when an invoice was sent by Tetra, and when it was paid by the debtor to show the ordinary course of business between the parties. Evidence introduced at trial showed that invoices issued by Tetra in the period between April 30, 2014 and July 28, 2015, which was well before the filing of the bankruptcy petition, were paid anywhere from 29 to 60 days after the date of the invoice. The payments made during the preference period were made on invoices that were paid between 173 and 193 days later, which is a significantly longer time period than the payments made before the preference period. The only witness to testify, Mr. Doug Dunlap, the credit manager for Tetra, confirmed that the debtor's payments during the preference period were late. Thus, as between the parties, the court finds that the payments made during the preference period were not ordinary course payments because the time for payment during the preference period was significantly longer than the time for payments that were made before the preference period. The second element of the ordinary course of business test is often called the "objective" part of the test. At trial, the only evidence that Tetra introduced about the industry standard was the testimony of Mr. Dunlap, Tetra's credit manager. Dunlap testified that before he worked for Tetra, he worked at another company called Archer that was in the same industry, and that approximately 15% of the accounts Archer had were more than 120 days overdue. He also testified that when he began working at Tetra in June 2016, 21% of Tetra's accounts were more than 120 days past due. Because Tetra did not put on any other evidence to support its ordinary course defense under the objective prong, the court finds that it did not prove its defense under the objective prong. The Trustee has that shown all of the elements of section 547 apply, and Tetra has not shown any defense. Accordingly, the court finds that the Trustee is entitled to a return of the $$595,603.98 in payments that were made during the preference period. The Trustee's complaint also asks that he be awarded both pre and post judgment interest, and Tetra has not made a showing why this should not be granted, accordingly, the court also awards interest at the federal judicial rate from the date of the filing of the suit until the judgment is paid in full. A copy of the Court's Memorandum Opinion dated Nov. 2, 2018 is available at https://bit.ly/2Qczq95 from Leagle.com. H. Kenneth Lefoldt, Plaintiff, represented by Benjamin Kadden , Lugenbuhl, Wheaton, Peck, Rankin. Tetra Applied Technologies, LLC, Defendant, represented by Carl Dore, Jr. -- carl@dorelawgroup.net -- Dore Law Group, PC & Jan Marie Hayden -- jhayden@bakerdonelson.com -- Baker Donelson. About Whistler Energy II Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC, Scientific Drilling, and Patterson Services, Inc., filed an involuntary Chapter 11 petition against alleged debtor, Houston, Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. Whistler Energy II on May 25, 2016, consented to the Chapter 11 filed and pending before the Honorable Jerry A. Brown in Bankruptcy Court in New Orleans. Romfor Supply, et al., are represented by Stewart F. Peck, Esq., in New Orleans, Louisiana. Whistler Energy II has employed Paul J. Goodwine, Esq., and Taylor P. Gay, Esq., at Looper Goodwine; and John P. Melko, Esq., Michael K. Riordan, Esq., and Sharon Beausoleil, Esq., at Gardere Wynne Sewell as counsel; UpShot Services LLC as its claims, noticing and balloting agent; and TDF Partners, LLC's Richard DiMichele as its chief restructuring officer. The Official Committee of Unsecured Creditors has retained Stewart F. Peck, Esq., Christopher Caplinger, Esq., Benjamin W. Kadden, Esq., Joseph P. Briggett, Esq., and Erin R. Rosenberg, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, as counsel. WOODBRIDGE GROUP: Exclusive Plan Filing Period Moved to January 28 ------------------------------------------------------------------ The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Woodbridge Group of Companies, LLC and its affiliated debtors, has extended the time during which the Debtors have the exclusive right to file and solicit votes on a Chapter 11 plan for each Debtor through and including January 28, 2019 and April 2, 2019, respectively. The Troubled Company Reporter has previously reported that Debtors asked the Court for further extension of the Exclusive Periods to permit the Court sufficient time to rule on confirmation of the Plan, without the disruption and confusion that may result from the filing of competing plans at this juncture in the Chapter 11 Cases. On July 9, 2018, the Debtors filed a proposed plan and disclosure statement, and the Debtors later filed certain amendments thereto. The Debtors completed solicitation in accordance with the Disclosure Statement Order on or before September 7, 2018. As set forth in the Debtors' brief in support of confirmation of the Plan, the Plan received overwhelming creditor support. Only three objections to confirmation of the Plan were filed, and two of those objections were resolved by revised language in the proposed confirmation order. On October 24, 2018, the Court held a hearing to consider confirmation of the Plan. After the Debtors presented their evidence in support of confirmation of the Plan and the Court heard oral argument regarding the lone remaining objection to confirmation of the Plan, the Court took the matter under advisement and did not make a ruling regarding confirmation of the Plan at the Confirmation Hearing. About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Venable LLP is the Fiduciary Committee of Unitholders' legal counsel. Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of Noteholders, and Conway MacKenzie, Inc., as its financial advisor. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WRANGLER BUYER: Moody's Withdraws B2 CFR Amid GFL Deal ------------------------------------------------------ Moody's Investors Service, Inc. has withdrawn all ratings of Wrangler Buyer Corp. following the closing of GFL Environmental Inc.'s acquisition of Wrangler Buyer earlier this month. RATINGS RATIONALE Pursuant to the terms of the transaction, all rated debt at Wrangler Buyer has been repaid. Moody's took the following rating actions on Wrangler Buyer Corp.: - Corporate Family Rating - Withdrawn, previously B2 - Probability of Default Rating - Withdrawn, previously B2-PD - First-Lien Senior Secured Revolving Credit Facility - Withdrawn, previously B1 (LGD3) - First-Lien Senior Secured Term Loan B - Withdrawn, previously B1 (LGD3) - Rating outlook - Withdrawn, previously Stable Waste Industries USA, LLC, or Wrangler Buyer, is a largely regional provider of non-hazardous, solid waste collection, transfer, disposal and recycling services to commercial, industrial and residential customers. The collection business, concentrated in the Southeastern US, represents the bulk of revenues with a significantly lower portion derived from transfer stations and landfills. The company reported revenues of nearly $700 million for the latest twelve months ended June 30, 2018. XG SECURITY: Plan and Disclosures Hearing Set for Dec. 20 --------------------------------------------------------- Bankruptcy Judge Maria L. Oxholm issued an order granting preliminary approval of XG Security Services, LLC's disclosure statement dated Nov. 9, 2018. The deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan is Dec. 14, 2018. The hearing on objections to final approval of the disclosure statement and confirmation of the plan will be held on Dec. 20, 2018 at 10:00 a.m. in Room 1975, 211 W. Fort Street, Detroit, Michigan. 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. ZDC MANAGEMENT: Taps Eric A. Liepins as Legal Counsel ----------------------------------------------------- ZDC Management, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., the attorney who will be handling the case, charges $250 per hour. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm received a retainer of $3,000, plus the filing fee. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About ZDC Management Inc. ZDC Management, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-33444) on October 22, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Harlin Dewayne Hale. The Debtor tapped Eric A. Liepins, P.C. as its legal counsel. [*] AlixPartners' Basler Named IWIRC Executive Board Chair ---------------------------------------------------------- AlixPartners, the global consulting firm, on Oct. 30 offered its congratulations to Carrianne Basler, a Managing Director in the firm's Turnaround and Restructuring practice, upon her being named to the prestigious post of Chair of the 2018-2019 Executive Board of Directors of the International Women's Insolvency and Restructuring Confederation, or IWIRC. Founded in 1993, IWIRC is a worldwide professional organization that describes itself as being committed to "the connection, promotion, and growth" of women in restructuring professions worldwide, and which boasts more than 1,300 attorneys, bankers, corporate-turnaround professionals, financial advisors, and other restructuring practitioners as members. Ms. Basler, a 23-year veteran of AlixPartners who works from the firm's Chicago office, begins immediately as the international Chair, the highest post in the organization, and her tenure will run through October 2019. She succeeds Jennifer McLain McLemore, a partner at Richmond, Virginia-based law firm Christian & Barton LLP in the position. "I'm honored to be named to this very important post at this very important organization at this very important time," said Ms. Basler. "In an era when some are questioning whether the commitment to gender equality is backsliding both in business and the world at large, IWIRC stands as a bulwark not only to equality in our profession but also to the education, career enhancement, and promotional opportunities of women. During my tenure in this post, I intend to work with other IWIRC members, especially younger ones, to reinforce those worthy principles, while at the same time spreading the word that restructuring is an exciting, interesting industry, and therefore a great place for women to build their careers. "On behalf of everyone at AlixPartners, I heartily congratulate Carrianne on being named to this prestigious international post," said Lisa Donahue, Global Leader of the Turnaround & Restructuring practice at AlixPartners and a Managing Director at the firm. "As a long-time member of IWIRC myself, and as one of more than 20 IWIRC members at AlixPartners, I know full well the great work this organization does and of its importance in our industry." In her career at AlixPartners, Basler has specialized in advising and assisting senior managements experiencing challenging situations. Her extensive experience includes contingency planning, contract negotiations, litigation management, treasury issues, business planning, case administration, and risk management. She has also led in areas such as business-plan feasibility, financial strategies, lender negotiations, plan-of-reorganization development, divestiture strategies, and post-confirmation administration. She holds a bachelor's degree in accounting from the University of Wisconsin–Madison. Prior to her current position at IWIRC, Ms. Basler served as Vice Chair of the organization in 2017-2018, Secretary in 2016-2017, Finance Chair in 2014-2016, Membership Chair in 2012-2014, and Communications Chair in 2010-2012. Past IWIRC International Chairs include AlixPartners' Debra Kuptz, a now-retired Managing Director, who served in 2008-2010. The firm also boasts two IWIRC "Woman of the Year in Restructuring" award-winners: Lisa Donahue in 2007 and Holly Etlin, also a Managing Director in the firm's Turnaround and Restructuring practice, in 2014. About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a results-driven global consulting firm that specializes in helping businesses successfully address their most complex and critical challenges. Its clients include companies, corporate boards, law firms, investment banks, private equity firms, and others. Founded in 1981, AlixPartners is headquartered in New York, and has offices in more than 20 cities around the world. [*] Edward Lee Morris Appointed as Fort Worth Bankruptcy Judge -------------------------------------------------------------- United States Bankruptcy Judge Edward Lee Morris was appointed by the United States Court of Appeals for the Fifth Circuit, effective Nov. 22, 2018, to a seat to be vacated by the retirement of United States Bankruptcy Judge Russell F. Nelms. Judge Morris was sworn in by Chief Judge Barbara J. Houser, and will sit in the Fort Worth Division. A copy of the General Order is available at: http://www.txnb.uscourts.gov/court-info/general-orders [*] JND Legal Announces Relocation of Seattle Headquarters ---------------------------------------------------------- JND Legal Administration, a legal management and administration company serving law firms, corporations and government entities, on Oct. 23, 2018, announced its corporate headquarters will move to the heart of downtown Seattle, trading its Belltown location for 1100 Second Avenue in the Central Business District. The company is set to occupy over 35,000 square feet of office space at its new location, dedicating the majority of this space to its class action administration and recently amplified mass tort and lien resolution operations. JND is known throughout the legal administration industry for its notice program expertise, proven ability to manage some of the nation's largest settlements and its sophisticated eDiscovery services. "Although we signed our current Seattle lease less than a year ago, our dramatic growth and continued need for more space and personnel in less than a year's time has necessitated this move," comments Jennifer Keough, CEO of JND Legal Administration. "Our new space will allow us to comfortably handle the work we have now as well as provide ample room for expansion. Of course, this would not have happened without our employees and we are grateful for their hard work and dedication since we opened our doors 30 months ago." Seattle's Central Business District is home to some of the largest corporations in the nation. The new flagship location hosts advanced technology systems for data analytics processing, a state-of-the-art mailroom for full in-house incoming and outgoing mailing capabilities, and state-of-the-art security features. The ease of efficient urban transit alternatives and plethora of dining options and leisure activities are indicative of the company's commitment to employee well-being. "We will be right in the heart of downtown Seattle, steps away from train and bus lines, as well as some of the largest law firms in the city," Ms. Keough comments. "We believe this central location will not only help with productivity, but also with the recruitment of local talent and clients as we continue to grow." The company's new Seattle location is 1100 Second Avenue, Suite 300, Seattle, WA 98101. About JND Legal Administration JND Legal Administration -- http://www.jndla.com-- is a legal management and administration company led by industry veterans who are passionate about providing superior service to clients. Armed with decades of expertise and a powerful set of tools, JND has deep experience expertly navigating the intricacies of multiple, intersecting service lines including class action settlements, corporate restructuring, eDiscovery, mass tort claims and government services. JND is trusted by law firms, government agencies and Fortune 500 companies across the nation. The company is backed by Stone Point Capital and has offices in California, Minnesota, New York, Washington and Washington, D.C. [*] Sosnick Releases Financially Distressed Companies Answer Book ----------------------------------------------------------------- Shearman & Sterling Partner Fredric Sosnick (New York - Financial Restructuring & Insolvency) has just released the latest edition of Financially Distressed Companies Answer Book 2019 for the Practising Law Institute (PLI). The book describes issues faced by management, vendors and creditors dealing with financially distressed companies. The book serves as an up-to-date reference tool for bankruptcy practitioners and non-bankruptcy professionals who are interested in obtaining working knowledge on the bankruptcy process, from identifying the first signs of financial distress to implementing a plan of reorganization. Topics discussed in Financially Distressed Companies Answer Book include: * The roles and fiduciary duties of directors and management in distress situations * Rights and limitations of creditors in dealing with companies in distress and in bankruptcy * Concepts and considerations relating to out-of-court restructurings * Cross-border reorganizations and issues in international restructurings * Key concepts in U.S. bankruptcy cases; illustrative timelines to help guide strategic planning * Practice and cautionary tips to provide guidance on issues such as how to recognize financial distress, when the securities laws might require disclosure, and what actions a creditor may take to protect its rights or limit its exposure Fred focuses on advising clients in connection with large and complex domestic and international out-of-court restructurings and U.S. Chapter 11 cases. He represents debtors, official creditors' committees, lender groups, DIP lenders, creditors and acquirers of assets. Order the Financially Distressed Companies Answer Book 2019 at https://is.gd/RZsWYY [*] Weil Gotshal Elects 11 New Partners and 10 New Counsel ---------------------------------------------------------- International law firm Weil, Gotshal & Manges LLP on Nov. 20, 2018, disclosed that it has elected 11 new partners and 10 new counsel, effective Jan. 1, 2019. "I am very pleased to announce this group of diverse and talented lawyers who make up our new partner and counsel class," said Executive Partner Barry Wolf. "They practice across the Firm’s four departments, Corporate, Litigation, Business Finance & Restructuring and Tax, highlighting the strength of our global platform." The new partners and counsel are based in the Firm’s Frankfurt, London, New York and Silicon Valley offices. The new partners and counsel are: Partners -- James Bromley: Private Funds (London) -- Jessica Falk: Complex Commercial Litigation (New York) -- Ludger Kempf: Tax (Frankfurt) -- Cassie Kimmelman: Private Funds (New York) -- Shawn Kodes: Structured Finance (New York) -- Justin Lee: Banking & Finance (New York) -- Jessica Liou: Business Finance & Restructuring (New York) -- Alexander Martin: Structured Finance (London) -- Gabriel Morgan: Business Finance & Restructuring (New York) -- Gemma Sage: Business Finance & Restructuring (London) -- Derek Walter: Patent Litigation (Silicon Valley) Counsel -- Nenka Berberova: Banking & Finance (London) -- Clare Cottle: Business Finance & Restructuring (London) -- Caroline Geiger: Technology & IP Transactions (New York) (Ms. Geiger is currently on secondment.) -- Gabriel Gershowitz: Private Equity/M&A (New York) -- Debora Hoehne: Business Finance & Restructuring (New York) -- Aron Joy: Tax/Private Funds (London) -- Tom McKay: Business Finance & Restructuring (London) -- Melissa Meyrowitz: Real Estate (New York) -- Alex Purtill: Private Equity/M&A (Silicon Valley) -- Sasha Shulzhenko: Banking & Finance (New York) About Weil Founded in 1931, Weil, Gotshal & Manges LLP has been a preeminent provider of legal services for more than 80 years. With approximately 1,100 lawyers in offices on three continents, Weil has been a pioneer in establishing a geographic footprint that has allowed the Firm to partner with clients wherever they do business. The Firm's four departments, Corporate, Litigation, Business Finance & Restructuring, and Tax, Executive Compensation & Benefits, and more than two dozen practice groups are consistently recognized as leaders in their respective fields. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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