/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181226.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 26, 2018, Vol. 22, No. 359 Headlines 21 THE SERPENTINE: Seeks to Hire Emerald City Realty as Broker 532 MADISON AVENUE: Seeks Authority to Use Cash Collateral 5431-33 S. WABASH: March 6 Plan Confirmation Hearing A.P. BECK-ANDOVER: Seeks Authorization on Cash Collateral Use AFFINION GROUP: S&P Lowers ICR to 'CCC-' on Recent Client Loss APPLESPRINGS INC: Proposes $705K Business Assets to Whitewater APPLESPRINGS INC: Whitewater Buying Business Assets for $705K ASHTON WOODS: S&P Alters Outlook to Positive & Affirms 'B-' ICR ASTORIA ENERGY: S&P Affirms 'BB-' Rating on Senior Secured Debt BAKKEN RESOURCES: Seeks to Hire APS Services, Appoint CRO BEAVER'S DAIRY: Allowed to Use Cash Collateral on Interim Basis BMC STOCK: S&P Raises ICR to 'BB-' on Strong Profitability BOSSLER ROOFING: Unsecured Claims Total $703K Under Amended Plan BUEHLER INC: Proposes Jan. 25 Save-a-Lot Branded Stores Auction BUEHLER INC: Sets Bidding Procedures for Save-a-Lot Branded Stores CARROLL PERRY: Lamar Auto Buying Sumrall Property for $280K CCPG INC: U.S. Trustee Unable to Appoint Committee CENTERSTONE LINEN: Clarus Files to Seek Going Concern Sales CHRISTIAN RADABAUGH, SR: Proposes Shasta Sale of 305 Cattle COMPLETE FITNESS: Allowed to Use Cash Collateral on Interim Basis COMPLETION INDUSTRIAL: Selling/Disposing of Miscellaneous Assets DANIEL EKE: Jan. 10 Plan Confirmation Hearing DOC FOLSOM: U.S. Trustee Unable to Appoint Committee DPW HOLDINGS: Enters Into 10th Amendment to May 2018 SPA ECM GROUP: Jan. 29 Plan Confirmation Hearing EXPERT CAR CARE: Judge Rejects Access to Cash Collateral as Moot F & F SPECIALTY: Regal Buying Coffee Roaster for $250K FAYETTE MEMORIAL: State of Indiana Wants to Condition Cash Use FIRST FLO: Bank Owner Files for Chapter 11 With Plan FOLSOM CORP: U.S. Trustee Unable to Appoint Committee FRANCIS MACHI JR: Trustee's $170K Sale of Pittsburgh Parcel Okayed FRANK THEATRES: East Coast Movie Chain Enters Chapter 11 GENON ENERGY: Davis Polk Advises Noteholders in Bankruptcy Exit GREIF INC: Moody's Reviews Ba2 CFR for Downgrade on Increasing Debt GUTTER CAP OF FLORIDA: U.S. Trustee Unable to Appoint Committee H. BURKHART: McGuirks Buying Knox Property for $230K HARD ROCK: Trustee Seeks to Hire Suttle & Stalnaker as Accountant HAYES & HAYES: Seeks Authorization on Cash Collateral Use HOVNANIAN ENTERPRISES: Posts $4.5-Mil. Net Income in Fiscal 2018 HOYT CONTRACTORS: Asks Court to Continue to Employ CEO, Manager INNOVATIVE CONSTRUCTION: Authority to Use Cash Collateral is Final JLBV LLC: Jan. 15 Disclosure Statement Hearing KERO TAXI: Seeks to Hire Wisdom Professional as Accountant L.E. DIETRICH: Seeks to Hire Hosler Commercial as Realtor LANE-GLO BOWL: Has Authority on Continued Cash Collateral Use MARTIN'S FISHING: $57K Sale of Andrews Property to Sams Approved MERCANTILE ADJUSTMENT: Day Sues over Debt Collection Practices METRO FINISHES: Seeks Authorization to Use Cash Collateral MIDATECH PHARMA: Collaborates with Major Regional Pharma Company MONSTER CONCRETE: Proposes Online Sale of Equipment MORGAN ADMINISTRATION: Taps Sugar Felsenthal as Legal Counsel NEIGHBORHOOD HEALTH: Trustee Seeks to Hire Nisivoccia as Auditor NICHOLAS L HUGENTOBLER: Seeks Authority to Use Cash Collateral OOTZIE PROPERTIES: Hires Kaplin Stewart for Malpractice Claims PAUL A. DAY: Weight buying Draper Property for $1.6 Million PAYROLL MANAGEMENT: Seeks to Hire McCullar as Financial Advisor PETROQUEST ENERGY: Seeks to Hire Porter Hedges as Counsel PHILLIP TARVER: U.S. Trustee Unable to Appoint Committee PIONEER ENERGY: Appoints New Chief Strategy Officer and COO PRECIPIO INC: All 7 Proposals Approved at Special Meeting PREFERRED CARE: Transfer of Raton and Lordsburg Facilities Approved REAGOR-DYKES MOTORS: Ruling on $25M Assets Sale to KamKad Abated RED FORK (USA): $650K Sale of All Assets to JW Oklahoma Approved REMARKABLE HEALTHCARE: Seeks 90-Day Cash Collateral Use Extension REPUBLIC METALS: Taps SSG Advisors as Investment Banker RJT REAL ESTATE: Seeks to Hire Vannova Legal as Counsel ROSSER RESERVE: Court Conditionally Approves Disclosure Statement RUBEN JASSO TRUCKING: Has Final Authority to Use Cash Collateral SACRED TABLE: Court Disapproves Disclosure Statement SANDRA W RUTHERFORD: Seeks to Hire Cypress Property as Broker SILICON ALLEY: Jan. 15 Disclosure Statement Hearing SKY-SCAN INC: DOJ Watchdog Objects to Disclosure Statement SKY-SKAN INC: Coastal Capital Objects to Disclosure Statement SMM INC: U.S. Trustee Unable to Appoint Committee SORENSON MEDIA: Has OK on Interim Post-Petition Financing, Cash Use SORENSON MEDIA: Wants to Obtain $8-Mil Funding From Insider SYNERGY PHARMACEUTICALS: U.S. Trustee Forms 5-Member Committee TACO BUENO: Has Final Nod on $10-Mil Financing, Cash Collateral Use TURN-KEY SPECIALISTS: Unsecureds to Get 11% Dividend Under Plan VEHICLE ALIGNMENT: May Continue Using Cash Collateral Until Jan. 5 WABASH VALLEY: Hixson Buying Vincennes Property for $1M WAGGONER CATTLE: CNH Objects to Disclosure Statement WAGGONER CATTLE: PNC Files Limited Objection to Plan Disclosures WALDRON DEVELOPMENT: Lucas Buying Chicago Property for $945K WALDRON DEVELOPMENT: May Continue Cash Collateral Use Until Dec. 31 WME IMG: Moody's Reviews B2 CFR for Downgrade on Weak Performance WOODBRIDGE GROUP: $1.9M Sale of Beverly Hills Property Approved WOODBRIDGE GROUP: $175K Sale of Sachs' Carbondale Property Approved WOODBRIDGE GROUP: $180K Sale of Sachs' Carbondale Property Approved WOODBRIDGE GROUP: $4M Sale of Sagebrook's Beverly Hills Propty. OKd WOODBRIDGE GROUP: $615K Sale of Hackmatack Carbondale Land Okayed Y.S.K. CONSTRUCTION: Shorb Buying Berwyn Height Property for $630K [*] McGlinchey Bags Turnaround Award for Ch. 11 Reorganization ********* 21 THE SERPENTINE: Seeks to Hire Emerald City Realty as Broker -------------------------------------------------------------- 21 The Serpentine Roslyn NY LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire a real estate broker. The Debtor proposes to employ Matt Klein and his firm Emerald City Realty in connection with the sale of its property located at 21 The Serpentine, Roslyn, New York. Mr. Klein disclosed in a court filing that he and his firm do not have any interest adverse to the Debtor and its bankruptcy estate. Emerald City Realty can be reached through: Matt Klein Emerald City Realty 2 Huntington Quadrangle South, Suite 202 Melville, NY 11747 Phone: 631.806.2421 Email: MKlein@emeraldcityhomesales.com About 21 The Serpentine Roslyn NY Based in Miami, Florida, realtor 21 The Serpentine Roslyn NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14407) on April 16, 2018. In the petition signed by its managing member, Yonel Devico, the Debtor estimated under $1 million in assets and liabilities. The case is assigned to Judge Robert A Mark. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, P.A. No official committee of unsecured creditors has been appointed in the Chapter 11 case. 532 MADISON AVENUE: Seeks Authority to Use Cash Collateral ---------------------------------------------------------- 532 Madison Avenue Gourmet Foods Inc. doing business as Smiler's Deli seeks requests the U.S. Bankruptcy Court for the Southern District of New York to authorize its use of the cash collateral in which NewBank has a lien or other interests. The Debtor proposes to use cash collateral for payment of operating costs and expenses, statutory fees owed to the U.S. Trustee and other obligations pursuant to and consistent with the Budget. The Debtor believes that the amounts provided for in the Budget will be adequate to pay all administrative expenses due or accruing (with the exception of professional fees) during the period covered by the Budget. As of the Petition Date, the Debtor is indebted to NewBank for loans, advances and other financial accommodations made by NewBank pursuant to and in accordance with the Prepetition Loan Documents: (a) to the Debtor as borrower in the aggregate principal amount of at least $376,401, and (b) to the Debtor as guarantor and that was reduced to judgment on Feb. 23, 2018 in the aggregate amount of $1,765,517. NewBank is granted the following forms of adequate protection: (A) A valid and perfected additional and replacement security interest in and liens on all of the collateral, up to the value of the Prepetition Collateral, which will not attach to any actions (or any underlying claims thereunder) commenced under Chapter 5 of the Bankruptcy Code in the Debtor's case. (B) The Adequate Protection Obligations will constitute allowed claims against the Debtor with priority over any and all administrative expenses, and all other claims against the Debtor, no existing or hereafter arising, of any king whatsoever, including without limitation, all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code and over any and all administrative expenses or claims. (C) The Debtor will pay to NewBank: (i) upon the entry of the Order, the sum of $8,410 ($1,910 of which is payable from the monies collected by the Sheriff's Office pursuant to a property execution and which currently is in the possession of counsel for NewBank), (ii) on or before Dec. 15, 2018, the sum of $6,500, (iii) on or before Jan. 15, 2019 the sum of $6,500, (iv) on or before Feb. 15, 2019, the sum of $7,500, (v) on or before March 15, 2019 the sum of $7,500, and (vi) on or before April 15, 2019, the sum of $7,500. (D) The Debtor will be authorized to use cash collateral solely in accordance with the Approved Budget during the Approved Budget Period through April 30, 2019, provided that, at any given time, the Debtor's actual cash disbursements will not exceed the Approved Budget on a line item basis by more than 10% and on an aggregate cumulative disbursements basis by more than 10%. (E) The Debtor and its counsel will electronically deliver to NewBank and its counsel: (i) a copy of each of its monthly operating reports simultaneously upon filing the same with the Bankruptcy Court, and (ii) make available its QuickBooks for reports of income and expenses and related financials every Monday for the preceding week. (F) The Debtor will (i) provide NewBank with full and timely access to the Collateral, the Debtor's management and personnel, and the Debtor's books and records, including without limitation, all books and records under the control of the Debtor, and (ii) provide to NewBank any and all financial reports prepared by the Debtor in the ordinary course of the Debtor's business as reasonably requested by NewBank. (G) The Debtor will continue to maintain the collateral in accordance with the Prepetition Loan Documents. The Collateral, the Prepetition Liens, the Prepetition Indebtedness, the Adequate Protection Liens, and the Adequate Protection Claims will be subject to the Carve-Out, which means an amount sufficient to satisfy (a) all fees required to be paid to the Clerk of the Bankruptcy Court and statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and 28 U.S.C. Section 156(c) and (b) and all reasonable fees and expenses incurred by a trustee under Section 726(b) of the Bankruptcy Code, in an aggregate amount not to exceed $7,500. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nysb18-13117-20.pdf About 532 Madison Avenue Gourmet Foods 532 Madison Avenue Gourmet Foods Inc. is a privately-held company in New York that operates in the restaurants industry. 532 Madison Avenue Gourmet Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-13117) on Oct. 15, 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 Michael E. Wiles oversees the case. The Debtor tapped Pick & Zabicki LLP as its legal counsel. 5431-33 S. WABASH: March 6 Plan Confirmation Hearing ---------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois approved the second modified disclosure statement explaining 5431-33 S. Wabash LLC's plan of reorganization. March 6, 2019, at 10:00 A.M., is fixed as the date of hearing of the post confirmation status. About 5431-33 S. Wabash 5431-33 S. Wabash LLC owns a real property, which is its principal asset, located at 5431-33 S. Wabash, Chicago, Illinois. 5431-33 S. Wabash sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-12463) on April 27, 2018. In the petition signed by Dylan Reeves, managing member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Janet S. Baer presides over the case. The Debtor tapped Benjamin Brand LLP as its legal counsel. A.P. BECK-ANDOVER: Seeks Authorization on Cash Collateral Use ------------------------------------------------------------- A.P. Beck-Andover Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral on a continuing basis. The Debtor requires the use of cash collateral in the ordinary course of business to pay the expenses indicated in the Accounting and for the purpose of providing adequate protection to the mortgage holder. (The other expenses related to the Property are paid directly by the Tenant including insurance, water and sewer and any utilities.) The Debtor is the owner of a commercial building located at 6-8 Windsor Street, Andover, MA 01810, which is currently leased by Adam P. Beck M.D., P.C. There is no written lease. Adam Beck is the sole member of the Debtor. Prior to the filing of this bankruptcy the Tenant was paying a monthly rent of approximately $6,550. At the time of the filing, the Tenant was behind in its rent payments and owed the Debtor approximately $26,200 in rent including September's rent. The Debtor requests that said rents will be used to make the property taxes for the Property and to make adequate protection payments. The Property is subject to a mortgage that includes an Assignment of Rent clause. The first mortgagee is The Savings Bank, the holder of the mortgage, with a balance of approximately $617,723. The Debtor is not aware that any property taxes are due. Said property taxes are escrowed by The Savings Bank. As adequate protection, the Debtor proposes the following: (a) To continue maintaining insurance on the Property; (b) Enter an Order authorizing the Debtor to use cash collateral on a continuing basis in accordance with this Motion; (c) To grant to the mortgage holder a replacement lien on the same type of postpetition property of the estate against which the lienholder held liens as of the Chapter 11 petition date. Said replacement lien will maintain the same priority, validity and enforceability as the mortgage holder's respective pre-petition lien. Said replacement lien will be recognized only to the extent of the diminution in value of the mortgage holder's pre-petition collateral after the petition date resulting from the Debtor's use of cash collateral during the pendency of its case; (d) To set aside on a monthly basis and to pay when due the real estate taxes accruing on the property; (e) To pay to the First Savings Bank $2,500 in interest monthly beginning Dec. 1, 2018 until the confirmation of the plan. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mab18-41696-27.pdf About A.P. Beck-Andover Realty A.P. Beck-Andover Realty, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B), filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-41696) on Sept. 11, 2018. In the petition signed by Adam P. Beck, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The Ann Brennan Law Offices represents the Debtor. The Debtor tapped Coco Early & Associates as real estate broker. AFFINION GROUP: S&P Lowers ICR to 'CCC-' on Recent Client Loss -------------------------------------------------------------- S&P Global Ratings lowers its issuer credit rating on Affinion Group Holdings Inc. o 'CCC-' from 'CCC+'. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured revolver and term loan to 'CCC-' from 'CCC+' and our issue-level rating on the unsecured payment-in-kind (PIK) step-up notes to 'C' from 'CCC-'. Our '3' recovery rating on the revolver and term loan and our '6' recovery rating on the step-up notes remain unchanged." U.S.-based loyalty and customer engagement solutions company Affinion Group Holdings Inc.'s operating performance will be pressured over the next 12 months due to the recent loss of one of its top 5 Loyalty clients. S&P believes this increases the likelihood of a debt restructuring or default given the company's heavy debt burden, thin liquidity, and tight covenant compliance. The downgrade reflects the heightened risk that Affinion will pursue a restructuring agreement with its lenders or default on a payment given the recent loss of one of its key customers and our forecast that it will experience negative cash flow and weakened liquidity. S&P said, "We expect the company's revenue and EBITDA to decline by the double-digit percent area in the coming year due to the loss of one of the top 5 clients in its core Loyalty segment in October. Therefore, we expect Affinion's liquidity to deteriorate over the next year and estimate that it will generate negative free operating cash flow of between $20 million and $30 million. We also forecast that the company will have limited borrowing availability under its $110 million revolver due 2022 given its thin margin of covenant compliance (well below 10%) under its most restrictive covenant as of Sept. 30, 2018. We believe Affinion could breach its covenants over the next two quarters because its 1.08x fixed-charge covenant will step up in the fourth quarter of 2018 while its 6.75x total secured leverage covenant will step down in the fourth quarter of 2018 and in each quarter of 2019. We forecast that the company's adjusted leverage will remain above 10x for the foreseeable future given the decline in its profitability and the accrual on its PIK step-up notes despite some debt repayment." S&P said, "It is our view that Affinion's recent loss of one of its top 5 clients, coupled with its weakened liquidity, will constrain the company's ability to invest and effectively compete, which could lead to further client losses. Although the company's has gained new clients this year and plans to expand its relationships with its existing clients to offset the key customer loss, we believe these new engagements will be insufficient to stabilize its operating performance over the next 12 months. "The negative outlook on Affinion Group Holdings Inc. reflects our belief that there is an increased risk the company will default or enter into a debt restructuring by the end of the first quarter of 2019 absent a meaningful unforeseen positive business development. "We could lower our issuer credit rating on Affinion over the next six to 12 months if its operating cash flow continues to decline, potentially causing it to violate one of its tightening financial maintenance covenants, which would restrict its liquidity and increase the possibility that it will miss an interest payment and need to undertake a distressed debt restructuring. This could occur if Affinion is unable to replace the revenue from its lost key customer and restore its positive free cash flow to service its significant debt burden. "Although unlikely over the next 12 months, we could consider raising our rating on Affinion if its operating performance substantially improves, leading to sustained liquidity and headroom of more than 15% under its maintenance covenants. An upgrade would also depend on management's ability to quickly replace the loss of its key client and grow its core Loyalty segment." APPLESPRINGS INC: Proposes $705K Business Assets to Whitewater -------------------------------------------------------------- AppleSprings, Inc., doing business as DQ Grill & Chill, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a notice of its proposed sale of assets used in the operation of the business to Whitewater Holdings Group, Inc. or its assigns for $705,000. A hearing on the Motion is set for Jan. 31, 2019 at 2:30 p.m. The Purchased Assets include all tangible personal property, machinery, equipment, tools, supplies, furniture and fixtures, including without limitation intended. The Debtor and the Buyer entered into a Purchase and Sale Agreement dated Nov. 30, 2018. The Purchased Assets are being sold "as-is, where-is." About AppleSprings Inc. AppleSprings Inc., doing business as DQ Grill & Chill, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22312) on June 7, 2018. In the petition signed by Douglas J. Zappi, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Carlota M. Bohm oversees the case. The Debtor tapped Robert O Lampl Law Office as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. APPLESPRINGS INC: Whitewater Buying Business Assets for $705K ------------------------------------------------------------- AppleSprings, Inc., doing business as DQ Grill & Chill, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of assets used in the operation of the business to Whitewater Holdings Group, Inc. or its assigns for $705,000. The Purchased Assets include all tangible personal property, machinery, equipment, tools, supplies, furniture and fixtures, including without limitation intended. The Debtor and the Buyer entered into a Purchase and Sale Agreement dated Nov. 30, 2018. The Purchased Assets are being sold "as-is, where-is." The purchase price for the Purchased Assets is $705,000 payable as follows: a. $5,000 upon execution of the Agreement to be held in a non-interest bearing account. b. $25,000 upon Court Approval, having obtained a final, non-appealable Order of Court approving the sale free and clear of all liens, claims and encumbrances. c. The balance in immediately available funds on the Closing Date, which will take place within 30 days of a final, non-appealable Confirmed Order of Sale in accordance with Bankruptcy Code Section 363. Said Closing will be held at 223 Fourth Avenue, 4th Floor, Pittsburgh, PA 15222, or at such other place and time as may be mutually agreed to by the Parties. In addition to the payment schedule, the Purchaser has made arrangements with the landowner to enter into a new ground lease which will include arrangements to satisfy any lease arrearages owed by the Debtor and which will forgive any and all claims against the Estate. Thus, the total value to the Estate, as a result of the contemplated sale, will be in excess of $850,000. The Respondents which may hold liens, claims and encumbrances against the Personal Property are The Chen Family Limited Partnership, Enterprise Bank, Financial Agent Services, Direct Capital, the Internal Revenue Service, and the Pennsylvania Department of Revenue. The liens, claims and encumbrances, if any, are transferred to the proceeds of the sale, if and to the extent that they may be determined to be valid liens against the personalty sold in accordance with their validity or priority. The Debtor believes, and therefore avers, that the proposed sale is fair and reasonable and acceptance and approval of the same is in the best interest of the Estate. A copy of the list of the Purchased Assets and the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/AppleSprings_Inc_48_Sales.pdf A hearing on the Motion is set for Jan. 31, 2019 at 2:30 p.m. The objection deadline is Jan. 2, 2019. The Purchaser: WHITEWATER HOLDINGS, LLC c/o Laurence Neish 223 Fourth Ave., 4th Floor Pittsburgh, PA 15222 About AppleSprings Inc. AppleSprings Inc., doing business as DQ Grill & Chill, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22312) on June 7, 2018. In the petition signed by Douglas J. Zappi, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Carlota M. Bohm presides over the case. The Debtor tapped Robert O Lampl Law Office as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ASHTON WOODS: S&P Alters Outlook to Positive & Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings is revising its outlook on Ashton Woods to positive from stable and are affirming its 'B-' issuer credit rating on the company. S&P said, "At the same time, we are affirming our 'B-' issue-level rating on the company's senior unsecured notes and are revising the recovery rating to '4' from '3'. The '4' recovery rating indicates our expectation for average recovery (30%-50%; rounded estimate: 40%). We revised the recovery rating after reviewing Ashton's asset base and related liabilities "The positive outlook reflects our expectation that Ashton Woods' operating cash flows should trend higher due to the company's faster sales. The rapid ramp-up of the company's volumes due to the increased sales of its entry-level and first move-up homes, with little if any margin erosion, has helped lift our estimated debt to EBITDA for the fiscal year ending May 2019 to about 4.3x." This is an improvement from the company's 5.0x debt to EBITDA as of the end of fiscal year 2018 and is close to the 4.5x-5.2x range it has maintained since the end of fiscal year 2015. There may be scope for an upgrade if the company sustains debt to EBITDA of close to 4.0x while increasing its interest coverage to more than 2.0x, though the improvement in its interest coverage seems to be the less likely scenario. The positive outlook on Ashton Woods reflect the favorable revenue and cash flow dynamics arising from the shift in the company's product mix toward lower-priced homes. The company is rapidly growing its presence across the entry-level segment via its recently introduced Starlight brand and traditional Ashton Woods products. S&P expects Ashton Woods' EBITDA leverage to decline toward 4.0x in fiscal years 2020 and 2021 after falling below 5.0x in fiscal year 2018 (ending May 2018). S&P said, "We could raise our ratings on Ashton Woods if its debt to EBITDA approaches 4.0x and its EBITDA interest coverage improves to 2.0x. The high level of seasonality in the company's past cash flows suggests a rolling 12-month minimum threshold for these alternate triggers. Increased unit volumes and comparable profit margins have been the early benefits of Ashton's ongoing product mix shift. If its capital needs moderate due to its transition toward these low-price and fast-return assets, then it could use the resulting cash flows to ensure a more durable capital structure. "Although a downgrade is unlikely over the next year based on our favorable view of the demand at Ashton Woods amid a growing economy, we could revise our outlook on the company to stable if its debt to EBITDA rises above 5.0x or its EBITDA interest coverage falls to 1.5x or below. Over the past few years, the company has shown a growing appetite for new land. However, when compared with its rated peers, it has generated relatively modest profits and operating cash flows. If the company is unable to better align its sizable land outlays and high operating costs with more moderate revenue growth, then we may revise our outlook to stable." ASTORIA ENERGY: S&P Affirms 'BB-' Rating on Senior Secured Debt --------------------------------------------------------------- S&P Global Ratings affirms its 'BB-' project finance rating on Astoria's senior secured debt. The '1' recovery rating is unchanged, indicating its expectation of very high (90%-100%; rounded estimate: 90%) recovery in the event of default. S&P is also revising the outlook to stable from negative, reflecting its expectation that operating and financial performance will likely remain at the current projected levels, with DSCR over the next 12 months at around 1.88x. The affirmation and outlook revision to stable reflect S&P's view that NYISO's forecast on LCRs in zone J, partly driven by the upcoming Indian Point nuclear retirements and the chronic transmission constraints in NYISO, will likely support higher zone J capacity prices. In general, rising LCRs mean a higher percentage of capacity need be physically located in zone J and vice versa. This positive trend is favorable for Astoria because capacity revenues represent a significant portion of gross margin. S&P said, "Astoria's trailing 12-month DSCRs in the 1.85x range over the past three quarters were relatively strong compared with some single-asset natural gas-fired power plants that we rate. We forecast credit metrics to remain in line with this range to support the current the 'BB-' rating." S&P said, "The stable outlook reflects our expectation that operating and financial performance will likely remain at the current projected levels, with DSCR over the next 12 months at around 1.88x. We forecast Astoria to pay down nearly $30 million of the term loan B. "We could consider a downgrade if Astoria is unable to maintain a minimum DSCR of 1.4x on a consistent basis or if it were less resilient in our downside scenario. This could stem from a downturn in the zone J capacity market, weak spark spreads due to unfavorable wholesale power and gas feedstock prices, reduced capacity factor, or higher operating and maintenance expenditures due to unforeseen operational issues that require a shut down for an extensive period. We could also lower the rating if the project is unable to pay down the term loan B meaningfully through excess cash flow sweep. "We would consider an upgrade if we believe the project could achieve a minimum DSCR of 2x in our base-case projection, including the refinancing period. Such improvement to the coverage would likely arise from favorable market conditions that could substantially influence the power, natural gas, and capacity prices in NYISO's zone J for an extended period." BAKKEN RESOURCES: Seeks to Hire APS Services, Appoint CRO --------------------------------------------------------- Bakken Resources Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire AP Services, LLC and appoint David Hindman as the chief restructuring officer and Richard Robbins as the vice-president restructuring. AP Services will assist the Debtor in developing a plan of reorganization and a revised business plan; participate in negotiations with stakeholders and potential acquirers of its assets; assist the Debtor in managing its financial and treasury functions; work with the Debtor and its team to further identify and implement liquidity generating initiatives; and provide other restructuring services in connection with its Chapter 11 case. The firm charges these hourly fees: Managing Director $980 – $1,155 Director $760 – $925 Senior Vice-President $580 – $695 Vice-President $415 – $565 Consultant $145 – $400 Paraprofessional $275 – $295 APS has agreed with the Debtor on contingent incentive compensation. The firm earn a "success fee" upon the occurrence of a sale. This fee will be equal to a percentage of proceeds from the sale as follows: Success Fee Percentage Amount of Sale Proceeds ----------- ----------------------- 0% More than $0 and less than $1 million 7% More than $1 million and less than $3 million, plus; 6% More than $3 million and less than $5 million, plus; 5% More than $5 million and less than $10 million, plus; 4% More than $10 million In no event should the aggregate success fee exceed 5% of the total gross proceeds from the sale, according to court filings. During the 90-day period prior to the petition date, the Debtor paid APS $245,000 for professional services provided and expenses incurred, including a retainer of $150,000. APS is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Hindman AP Services, LLC 1221 McKinney Street Houston, TX 77010 Tel: +1 (713) 276-4900 Fax: +1 (713) 276-4901 Mobile: +1 (713) 492-7129 E-mail: dhindman@alixpartners.com About Bakken Resources Bakken Resources, Inc. (OTCMKTS:BKKN) -- https://www.bakkenresourcesinc.com/ -- is an independent energy company focused on holding non-working interests in oil and natural gas properties in North America. Bakken's primary focus since inception in 2010 has been the Williston Basin in western North Dakota. The Company owns mineral rights to approximately 7,200 gross acres and 1,600 net mineral acres of land located about eight miles southeast of Williston, North Dakota. The Company's land assets consist generally of net mineral acres spanning from the sub-surface to the base of the so-called "rock unit" in an area commonly referred to as the Bakken formation. The Company is headquartered in Helena, Montana. Bakken Resources filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-17254) on Dec. 7, 2018. The Debtor estimated $1 million to $10 million in assets and less than $1 million in liabilities. The Hon. Bruce T. Beesley is the case judge. Brownstein Hyat Farber Schreck, LLP, led by Samuel A. Schwartz, Esq., and Lowenstein Sandler LLP serve as the Debtor's counsel to the Debtor. BEAVER'S DAIRY: Allowed to Use Cash Collateral on Interim Basis --------------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court of the Western District of New York has authorized Beaver Dairy Farm, LLC, Beaver's Trucking Co., LLC and Dale F. Beaver to use cash collateral on an interim basis. The Debtors are authorized and permitted to use cash collateral on an interim basis for payroll and other necessary supplies and services in accordance with the budget and for adequate protection payments to Farm Credit East ACA. The Debtors will account to all Secured Creditors for all cash collateral actually received and disbursed. The Secured Creditors are granted rollover replacement liens in post-petition assets of the Debtors with the same relative validity and priority and on the same types and kinds of collateral as they possessed prepetition, as the same may ultimately be determined, to the extent of cash collateral actually used by the Debtors, effective as of the date of the filing of these cases, without the necessity of any further filing or other recordation to perfect such liens or security interests. Moreover, to the extent of available cash, the Debtors will pay to Farm Credit East the sum of $5,000 per week as adequate protection payments in consideration of Debtors' use of cash collateral. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/nywb18-12411-20.pdf About Beaver Dairy Farm Beaver Dairy Farm LLC is a privately held company in Randolph, New York, in the dairy farms business. Beaver's Trucking Co. is operates in the specialized freight trucking industry. Beaver Dairy Farm, LLC and Beaver's Trucking Co., LLC filed separate Chapter 11 petitions (Bankr. W.D.N.Y. Case Nos. 18-12409 and 18-12411, respectively) on Nov. 16, 2018. In the petitions signed by Dale F. Beaver, owner, Beaver Dairy estimated $1 million to $10 million in assets and and the same range of liabilities; and Beaver's Trucking estimated $100,000 to $500,000 in assets and $50,000 to $100,000 in liabilities. The case is assigned to Judge Carl L. Bucki. The Debtors are represented by Garry M. Graber, Esq. at Hodgson Russ LLP. BMC STOCK: S&P Raises ICR to 'BB-' on Strong Profitability ---------------------------------------------------------- S&P Global Ratings raises its issuer credit rating on BMC to 'BB-' from 'B+'. In addition, S&P raises its issue-level rating on the senior secured notes issued under subsidiary BMC East LLC to 'BB' from 'BB-'. The recovery rating remains unchanged at '2'. The upgrade reflects BMC's continued improvement in profitability and leverage metrics. The higher rating recognizes the company's improved performance since 2017, with EBITDA margins expected to expand by over 100 basis points in 2018. S&P expects BMC to sustain this performance over the next year due to stable demand for new homes and cost efficiency improvement as the company leverages its overhead and integrates acquisitions. With Stock Building Supply now fully integrated into BMC, the company has achieved more favorable EBITDA margins – now at 6.9% - and debt leverage of less than 2.5x EBITDA over the past three quarters. S&P forecasts these levels to improve to 2x going forward. BMC's profitability is now on par with that of the largest rated peer, Builders FirstSource Inc. (BLDR; BB-/Stable/--), with a notable stronger leverage profile, at 2x vs. 4x for BLDR at the end of September 2018. S&P said, "The stable outlook recognizes the company's continued increase in profitability and resulting improved leverage, as well as our increased clarity on and view of the its operating prospects. These factors inform our forecast that debt leverage will remain near 2x and EBITDA margins of approximately 7% over the next 12 months. We expect BMC's financial policy to remain consistent with current levels with no material increase in debt for acquisitions or share repurchase. "While we view it as unlikely over the next 12 months, we could lower the rating on BMC if the company pursues a much more aggressive debt-financed acquisition strategy than we anticipate, such that debt to EBITDA rises toward 4x. This may also result from an unanticipated halt of new home construction that materially stunts the company's revenue growth and causes EBITDA margins to fall below 3.5%. "While unlikely, we could raise the rating over the next 12 months if EBITDA margins continue to improve past 7% and profitability measures exceed those of rated peer distributors such as BLDR. An upgrade would also require the company to maintain adjusted debt leverage below 2x EBITDA on a sustained basis." BOSSLER ROOFING: Unsecured Claims Total $703K Under Amended Plan ---------------------------------------------------------------- Bossler Roofing, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement. The undisputed general unsecured claims of Debtor total the amount of $703,595.54, which will be repaid over the five year term of the Plan at the rate of $900.00 per quarter on a prorata basis, which payments will commence on the Effective Date of the Plan and continue for five years. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual creditor will be adjusted accordingly. This claim is impaired. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-24798-151.pdf About Bossler Roofing Bossler Roofing, Inc., is a Lake Worth, Florida-based roofing company owned by Christopher Bossler. The company offers installation services of all roofing systems, concrete roof tile restoration, attic radiant and reflective roof coating energy saving applications, concrete tile and asphalt shingle "Cool Roof" energy star installations, Henry Roof Certified waterproofing (flat roof installation) services, Poly Foam Certified (Metro-Dade County approved concrete and clay roof tile adhesive application) installations, and all commercial and residential roof repairs, from minor to major leak penetrations. Bossler Roofing, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24798) on Dec. 12, 2017. In the petition signed by Christopher Bossler, its president, the Debtor disclosed $567,055 in assets and $1.06 million in liabilities. This case is assigned to Judge Paul G. Hyman, Jr. Craig I. Kelley, Esq., at Kelley & Fulton, P.L., is the Debtor's general counsel. BUEHLER INC: Proposes Jan. 25 Save-a-Lot Branded Stores Auction --------------------------------------------------------------- Buehler, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of Indiana a notice of their proposed bidding procedures in connection with the sale of their Save-a-Lot Branded Stores and related assets at auction. The property to be sold is the Debtors' Save-A-Lot Stores, specifically: (i) Store No. 45177 - New Albany, Indiana; (ii) Store No. 45178 - Salem, Indiana; (iii) Store No. 45180 - North Vernon, Indiana; (iv) Store No. 45186 - Washington, Indiana; (v) Store No. 45182 - Olney, Illinois; (vi) Store No. 45183 - Columbus, Indiana; and (vii) Store No. 45184 - Cane Run Rd., Louisville, Kentucky. Along with the Stores, among other things, are, but not limited to the following: (i) tangible assets, (ii) inventory (including potentially obsolete and non-job specific inventory, (iii) supplies, (iv) equipment, (v) Contracts and Leases), (vi) software, and (vii) licenses and permits owned, held or utilized by the Debtors in connection with the ownership and operation of the Save-A-Lot branded stores, and (viii) telephone numbers of the Save-A-Lot Branded Stores. Pursuant to the proposed Bid Procedures, if the Debtors have received more than one Qualified Bid, the Debtors will conduct an auction on Jan. 25, 2019 at 10:00 a.m. (ET) at the offices of Bingham Greenebaum Doll LLP, 3500 PNC Tower, 101 South Fifth Street, Louisville, Kentucky, 40202 or such other date, time and location as will be timely communicated to all entities entitled to attend the Auction. The objection deadline is Dec. 19, 2018. A copy of the Bidding Procedures attached to the Notice is available for free at: http://bankrupt.com/misc/Buehler_Inc_143_Sales.pdf About Buehler, Inc. Buehler, Inc., et al., are Indiana companies with their principal place of business in Jasper, Indiana. They operate a chain of 15 grocery stores located in Indiana, Kentucky and Illinois. Buehler, Inc., based in Jasper, IN, and affiliates sought Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 18-71145) on Oct. 17, 2018. In the petition signed by CEO David Buehler, debtor Buehler, Inc., estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Buehler, LLC, estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Hon. Basil H. Lorch III presides over the case. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, serves as bankruptcy counsel. BUEHLER INC: Sets Bidding Procedures for Save-a-Lot Branded Stores ------------------------------------------------------------------ Buehler, Inc., and its debtor-affiliates, ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the bidding procedures in connection with the sale of their Save-a-Lot Branded Stores and related assets at auction. Since the Petition Date, the Debtors have determined that their best strategy for reorganizing continues to be closing the unprofitable stores, but also to sell their seven better performing Save-a-Lot Branded Stores and focus on managing their four better performing Cash Saver branded stores. Not only will the sale enable the Debtors to better focus on a specific set of stores, it should generate significant proceeds to satisfy certain claims. Specifically, the sale should generate revenue to cure any defaults on the leases related to the stores, satisfy the claims of Moran Foods, LLC, doing business as Save-a-Lot, the primary supplier for the Save-a-Lot Branded Stores and pay-down the secured claim of the Debtors' lender, Old National Bank. Indeed, the proceeds generated from the sale of the Save-a-Lot Branded Stores should generate the proceeds necessary for the Debtors to confirm a plan of reorganization. The Debtors intend to retain their Cash Saver branded stores and related assets, and reorganized around them. The Debtors propose to complete a Sale of the Purchased Assets, which comprise, among other things, but are not limited to the following: (i) tangible assets, (ii) inventory (including potentially obsolete and non-job specific inventory), (iii) supplies, (iv) equipment, (v) Contracts and Leases, (vi) software, and (vii) licenses and permits owned, held or utilized by the Debtors in connection with the ownership of the Purchased Assets and the operation of the Save-a-Lot Branded Stores, and (viii) telephone numbers of the Save-a-Lot Branded Stores. All of the Debtor's rights, title and interest in all of the Purchased Assets will be sold free and clear of any liens, security interests, claims, charges or encumbrances, and that any such liens, security interests, claims, charges or encumbrances will attach to the amounts payable to the Debtors' bankruptcy estate resulting from the Sale, net of any transaction fees. 10. In order to insure the highest and best offer for the Purchased Assets, the Debtors have developed the Bidding Procedures as a means of allowing competitive bidding. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 18, 2019 at 5:00 p.m. (ET) b. Minimum Bid: i. Store No. #45177 – New Albany, IN – assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at the store, which has an estimated cash value of $5,362; purchase of all inventory at the Debtors’ cost, which is estimated to be $155,000; as well as $10,000 in cash; ii. Store No. #45178 – Salem, IN – assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at this store, which has an estimated cash value of $5,607; purchase of all inventory at the Debtors' cost, which is estimated to be $150,000; as well as $25,000 in cash; iii. Store No. #45180 – North Vernon, IN – assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at the store, which has an estimated cash value of $4,591; purchase of all inventory at the Debtors' cost, which is estimated to be $140,000; as well as $160,000 in cash; iv. Store No. #45186 – Washington, IN – assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at this store, which has an estimated cash value of $4,483; purchase of all inventory at the Debtors' cost, which is estimated to be $140,000; as well as $80,000 in cash; v. Store No. #45182 – Olney, IL - assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at this store, which has an estimated cash value of $3,904; purchase of all inventory at the Debtors' cost, which is estimated to be $80,000; as well as $35,000 in cash; vi. Store No. #45183 – Columbus, IN - assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at this store, which has an estimated cash value of $4,6692; purchase of all inventory at the Debtors' cost, which is estimated to be $130,000; as well as $120,000 in cash; and vii. Store No. #45184 – Cane Run Rd, Louisville, KY - assumption of Cure Costs for real estate lease and other assumed executory contracts; assumption of PTO obligations for employees at this store, which has an estimated cash value of $9,626; purchase of all inventory at the Debtors' cost, which is estimated to be $150,000; as well as $75,000 in cash. c. Auction: The Debtors have received more than one Qualified Bid, the Debtors will conduct the auction on Jan. 25, 2019 at 10:00 a.m. (ET) at the offices of Bingham Greenebaum Doll LLP, 3500 PNC Tower, 101 S. 5th Street, Louisville, KY 40202. d. Bid Increments: After the first round of bidding and between each subsequent round of bidding, the Debtors will announce the bid (and the value of such bid) that they believe to be the highest or otherwise bid. e. Sale Hearing: Jan. 28, 2019 at 10:00 a.m. (ET) f. Bid Protection: (i) Breakup Fee - 1% of the proposed purchase price, and (ii) Expense Reimbursement - $25,000 g. Prior to or after the submission of bids, the Debtor may enter into an agreement for an initial, opening bid, subject to higher and better offers at the Auction. Within one business day after entry of the Sale Procedures Order, the Debtor will serve the notice of sale by first class, United States mail, postage prepaid, upon (i) all entitiesupon all notice parties. The Debtors ask authority to assume and assign certain Contracts and Leases. The Debtors will serve the Bid Procedures and the Cure Notice upon each counterparty to the Assumed Executory Contracts by no later than seven days following entry of the Bid Procedures Order. The deadline for a counterparty to an Assumed Executory Contract to file an Assumption Objection is the later of Jan. 16, 2018. Finally, the Debtors ask that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d) or, in the alternative, if an objection to the Sale is filed, reduce the stay period to the minimum amount of time needed by the objecting party to file its appeal. A copy of the Bidding Procedures and the form of APA attached to the Motion is available for free at: http://bankrupt.com/misc/Buehler_Inc_141_Sales.pdf About Buehler, Inc. Buehler, Inc., et al., are Indiana companies with their principal place of business in Jasper, Indiana. They operate a chain of 15 grocery stores located in Indiana, Kentucky and Illinois. Buehler, Inc., based in Jasper, IN, and affiliates sought Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 18-71145) on Oct. 17, 2018. In the petition signed by CEO David Buehler, debtor Buehler, Inc., estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Buehler, LLC, estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Hon. Basil H. Lorch III presides over the case. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, serves as bankruptcy counsel. CARROLL PERRY: Lamar Auto Buying Sumrall Property for $280K ----------------------------------------------------------- Carroll Philbert Perry and Bobbie Nell Perry ask the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize their sale of the real property located at 2478 Rocky Branch Road, Sumrall, Mississippi to Lamar Auto Salvage for $280,000, subject to higher and better offers. Mr. Perry is 76 years of age and is a retired school teacher. Mrs. Perry is 75 years of age and is retired except for her cattle operation. Mr. Perry was previously engaged in the construction business establishing his own company, C. Perry Builders, Inc., in 1973. He relinquished control of the company to his son, Todd Lee Perry, in 2013. Todd Lee Perry and his wife, Tammy Marie Perry, are Debtors in a Chapter 7 bankruptcy case filed on Nov. 30, 2017, in the Southern District of Mississippi, case number 17-52337. C. Perry Builders, Inc., is also in a Chapter 7 bankruptcy case filed on May 18, 2018, in the Southern District of Mississippi, case number 18-50601. The Debtors are the title owners of record for the Property. The Property consists of (i) a three-bedroom two-bath single family house that is approximately 1,760 square feet and is located on one acre, more or less; (ii) two shop buildings sitting on approximately three acres, more or less, with the metal building having approximately three thousand square feet and the concrete building being approximately four thousand square feet with an additional eighteen hundred square feet of covered space; and (iii) 18 acres, more or less, of pasture land with frontage on the Rocky Branch and Walker Roads with a three board fence on the frontage. 4 Corners Properties, LLC and RE/MAX Real Estate Partners have marketed the Property and have received an offer from Lamar Auto Salvage for $280,000. The real estate agents have not received any additional offers on this property and believe that it is in the best interest of the estate to proceed with the offer. The parties have executed a contract for the sale and purchase of real estate further describing the transaction. The Property is subject to a mortgage in favor of The Citizens National Bank of Meridian in the approximate amount of $370,000 and the Property has been abandoned from the bankruptcy estate of Todd Lee Perry and Tammy Marie Perry with the automatic stay being lifted by an order entered on Jan. 22, 2018. The Debtors, as joined by Todd Lee Perry, ask that the offer of Lamar Auto Salvage be noticed to creditors and approved by the Court unless some party makes a higher offer between now and the time the Court approves the offer of Lamar Auto Salvage. In the event a higher offer is made, the Debtors ask that the Court sets a time and date for their attorney to conduct an auction of the Property with the Property being sold to the highest and best bidder. Upon a hearing with respect to the Motion to sell, the Debtors ask entry of an order that will, inter alia, (i) find that the assets are being sold, bid, negotiated and purchased in good faith, and (ii) waive any stays, if existing, set forth in the Bankruptcy Rules so the sale can be closed as soon as possible. A prompt sale of the assets will likely enable the debtors to realize good value for the assets. The Debtors believe that the terms and conditions set forth are fair and equitable to both the potential Buyer and the Sellers, and thus reflect a transaction that will generate buyer interest and ultimately will result in a successful sale of the Debtors' assets. The Debtors believe that any material delay in consummating the proposed sale of the assets will result in a reduction in the value of their assets. Therefore, they submit that the proposed sale of the assets is justified and should be approved by the Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Carroll_Perry_124_Sales.pdf Counsel for Debtors: R. Michael Bolen, Esq. HOOD & BOLEN, PLLC 3770 Hwy., 80 West Jackson, MS 39209 Telephone: (601)923-0788 E-mail: rmo@hoodbolen.com Carroll Philbert Perry and Bobbie Nell Perry sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 17-52445-KMS) on Dec. 18, 2017. The Debtors tapped Derek A. Henderson, Esq., as counsel. On May 24, 2018, the Court appointed RE/MAX Real Estate Partners. On Aug. 29, 2018, the Court also appointed 4 Corners Properties, LLC as real estate agent with RE/MAX Real Estate Partners. CCPG INC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of CCPG, Inc. as of Dec. 21, according to a court docket. About CCPG Inc. CCPG, Inc. is a privately-held company whose principal assets are located at 1144 N. Indian Creek Drive Clarkston, Georgia. CCPG sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-33383) on November 5, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtor tapped Michael W. McClain, Esq., at McClain Dewees, PLLC as its legal counsel. CENTERSTONE LINEN: Clarus Files to Seek Going Concern Sales ----------------------------------------------------------- Centerstone Linen Services, LLC, and four affiliates doing business as Clarus Linen Systems, providers of linen rental and commercial laundry services to the healthcare industry, sought Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No. 18-31753) on Dec. 19, 2018. The affiliated debtors are Atlas Health Care Linen Services Co., LLC, Alliance Laundry & Textile Service, LLC, Alliance Laundry and Textile Service of Atlanta, LLC and Alliance LTS Winchester, LLC. The Debtors claim to be leading providers of high-quality linen rental and commercial laundry services to the healthcare industry, primarily supplying scrubs, sheets, towels, blankets, patient apparel and other linen products to hospitals and healthcare clinics via long-term contacts. The companies employ strict quality assurance measures and have been recognized for outstanding performance in the areas of infection control, hygienically clean linens and employee safety. Atlas and Alliance currently operate five production facilities in three states (Atlas operates two facilities in New York and Alliance operates two facilities in Georgia and one in South Carolina) that provide daily pick-ups and deliveries to their customers. Atlanta and Winchester are not currently operating production facilities. Atlas operates two linen rental and commercial laundry facilities at the following locations: (i) 414 Taylor Street, Syracuse, New York 13202 (the "Syracuse Facility") and (ii) 60 Grider Street, Buffalo, New York 14215 (the "Buffalo Facility"). Alliance operates three linen rental and commercial laundry facilities at the following locations: (i) 355 Old Greenville Road, Spartanburg, South Carolina 29301 (the "Spartanburg Facility"); (ii) 1631 Willingham Drive, East Point, Georgia 30344 (the "East Point Facility"); and (iii) 404 Hodges Avenue, Albany, Georgia 31701 (the "Tristate Facility"). The company's roots date back to 1923; however, Centerstone was formed on October 15, 2007 and its current iteration was formed following the acquisition of Atlas, Alliance and Atlanta in mid-2008. The three classes of membership interests in Centerstone are (i) a Mezzanine Interest, (ii) Class A Preferred Interests and (iii) Common Interests. As of the Petition Date, the Mezzanine Interest was owned by Linen Investors, LLC (41.86% share of all interests); the Class A Preferred Interests were owned by Atlas Syracuse Holdings, Inc. (9.9948% share of all interests) and Xdolos Eqity, LLC (10.4657% share of all interests); and the Common Interests were owned by GGCLS, LLC (23.0246% share of all interests) and F&L, LLC (14.6520% share of all interests). Prepetition Indebtedness As of the Petition Date, the Debtors were jointly and severally indebted to secured creditor HSBC Bank USA, National Association ("HSBC Bank") pursuant to a Loan and Security Agreement dated October 29, 2013 (as amended, "Loan Agreement"), a Revolving Credit Note dated October 29, 2013, in the original principal amount of $20,000,000 ("Revolving Credit Note"), a Term Loan A Note dated October 29, 2013, in the original principal amount of $2,752,000 ("Term Loan A Note"), a Term Loan B Note dated October 29, 2013, in the original principal amount of $3,437,000 ("Term Loan B Note"), and one or more Equipment Notes dated October 29, 2013, in the aggregate original principal amounts of $6,000,000 (collectively "Equipment Note"). The Loan Agreement, Revolving Credit Note, Term Loan Note A, Term Loan Note B, Equipment Note, all Guaranties, and all documents executed and delivered in connection therewith or relating thereto are the "Loan Documents". As of Dec. 18, 2018, the principal amounts of the Debtors' obligations owed to HSBC Bank under the Loan Documents are as follows: a. Revolving Credit Note - $19,277,762.33 b. Term Loan A Note - $0.00 c. Term Loan B Note - $920,625.00 d. Equipment Note - $1,428,025.29 Additional amounts for accrued interest, attorneys' fees and expenses are due by the Debtors to HSBC Bank under the Loan Documents. Repayment of the amounts due HSBC Bank under the Loan Documents is secured by duly-perfected security interests in, and first position liens upon, substantially all of the Debtors' assets. As a result of the Debtors' defaults under the Loan Documents, on March 30, 2018, the Debtors and HSBC Bank entered into a Forbearance Agreement covering the period through Aug. 31, 2018. On May 10, 2018, the Debtors engaged business brokerage firm SSG Advisors, LLC ("SSG") which has undertaken extensive efforts to market the Debtors' assets and business operations for sale. As discussed in more detail below, Alliance has entered into an Asset Purchase Agreement with Crown Health Care Laundry Services, LLC ("Crown") for the sale of the assets it owns in South Carolina and Georgia and has received a Letter of Intent from United Hospitality Group, LLC ("UHS") to purchase the furniture, fixtures, machinery and equipment located at the East Point Facility (the "East Point PP&E"). SSG continues to market Atlas's assets for sale and has received indications of interest from several parties. The forbearance period was extended after August 31, 2018. In addition to the obligations owed to secured creditor HSBC Bank, as of the Petition Date, the Debtors owed the following approximate amounts to priority and general unsecured non-insider trade creditors: a. Centerstone: $1,731,856.71 b. Atlas: $4,560,018.24 c. Alliance: $4,137,954.63 d. Atlanta: $ 556,473.93 e. Winchester: $ 105,001.48 Recently, the Debtors' revenues have declined due to the Debtors' inability to purchase additional linens to satisfy its contractual obligations to customers and the resulting loss of customer contracts. As a result, the Debtors estimate that they will incur a consolidated operating loss for 2018 of between $13.5 million and $14 million. During the past year, the Debtors have explored all available options in an effort to reorganize their financial affairs, including seeking refinancing and new capital contributions, and selling some or all of their assets. They have also reduced expenses and made other operational adjustments, including closing below-capacity plants and laying off a number of employees. As a condition to the Forbearance Agreement, HSBC Bank required the Debtors to retain a chief restructuring officer ("CRO"). On Oct. 8, 2018, the Debtors retained Ronald Teplitsky of Next Point, LLC, to act as the Debtors' CRO. The CRO provides independent management of the Debtors' financial affairs and business operations. The CRO's duties include, among other things, (a) performing detailed financial reviews of the Debtors, (b) identifying cost reductions and operation improvement opportunities and (c) developing possible restructuring plans and strategic alternatives to maximize the enterprise value of the Debtors. Since his retention, the CRO has been actively engaged in overseeing the Debtors' business operations and in the preparation of the Chapter 11 Cases. The foregoing operating adjustments, however, have not produced the required amount of relief. Absent chapter 11 relief, the Debtors project that they will not have sufficient cash flow to continue their operations over the long term. The Debtors, in consultation with the CRO, have concluded that the best option to protect the value of their operations for creditors and to preserve the jobs of their employees is to enter into the Chapter 11 Cases and sell their businesses as going concerns. Asset Sales SSG has actively marketed the Debtors' assets for sale since it was engaged in May 2018. Since that time, numerous prospective purchasers have signed Non-Disclosure Agreements, have visited an electronic data room established by SSG containing the Debtors' financial information, have toured the Debtors' northern and southern facilities, and met with the CRO, plant managers and me to discuss the Debtors' operations. On Dec. 19, 2018, Alliance entered into an Asset Purchase Agreement with Crown (the "Crown APA") pursuant to which Crown will purchase substantially all of Alliance's assets, except the East Point PP&E7, for a purchase price of approximately $4,000,000, subject to higher and better offers. By Dec. 21, 2018, Alliance will file a motion pursuant to section 363 of the Bankruptcy Code seeking, among other things, approval of bidding procedures, the appointment of Crown as the stalking horse bidder for Alliance's assets, the date of an auction sale, if necessary, and ultimately, approval of the successful bidder for the assets. Alliance anticipates that the hearing to approve the bidding procedures will be held during early January 2019 and that the asset sale will close approximately 60 days after execution of the Crown APA. On Oct. 8, 2018, Alliance received a Letter of Intent from UHS pursuant to which UHS expressed an interest in purchasing the East Point PP&E for a purchase price of $600,000. Alliance and UHS are currently negotiating the terms of an Asset Purchase Agreement (the "UHS APA") which will be submitted to the Court under a separate motion pursuant to Section 363 of the Bankruptcy Code to approve the sale of the East Point PP&E. This sale will also be subject to higher and better offers, and may close on or around the same date as the asset sale to Crown. The purpose of the Debtors' chapter 11 filings, therefore, is to ensure the ongoing operations of the remaining commercial laundry facilities so that they may be sold as going concerns, to market the Debtors' assets for sale as going concerns through a competitive bidding process and to address the Debtors' financial difficulties for the benefit of their respective creditors. A copy of the affidavit in support of the Chapter 11 filing and first-day motions is available at PacerMonitor.com at https://is.gd/kY1lBK About Clarus Linen Systems Atlas Health Care Linen Services Co., LLC, Alliance Laundry & Textile Service, LLC and two other entities, all doing business as Clarus Linen Systems -- http://visitwww.claruslinens.com/ -- provide linen rental and commercial laundry services to the healthcare industry, primarily supplying scrubs, sheets, towels, blankets, patient apparel and other linen products to hospitals and healthcare clinics via long-term contacts. Atlas and Alliance currently operate five production facilities in three states (Atlas operates two facilities in New York and Alliance operates two facilities in Georgia and one in South Carolina) that provide daily pick-ups and deliveries to their customers. Centerstone Linen Services, LLC, is the corporate parent of four subsidiary corporations and provides back-office and administrative support to them. Centerstone Linen Services and its four subsidiaries (Bankr. N.D.N.Y. Lead Case No. 18-31754) in Syracuse, New York on Dec. 19, 2018. Atlas Health estimated $10 million to $50 million in assets and liabilities of the same range as of the bankruptcy filing. Centerstone Linen estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. BOND, SCHOENECK & KING, PLLC, is the Debtor's counsel. CHRISTIAN RADABAUGH, SR: Proposes Shasta Sale of 305 Cattle ----------------------------------------------------------- Christian S. Radabaugh, Sr. asks the U.S. Bankruptcy Court for the District of Oregon to authorize the sale of 305 head of cattle, outside the ordinary course of business and on shortened notice, that have been transported to the Shasta Livestock Auction Yard in Cottonwood, California. The Debtor is an individual residing in Redmond, Oregon. His is in the business of, among other things, raising livestock for sale. The Debtor's livestock is encumbered by a security interest granted to GP, LLC, which was perfected on April 13, 2017, by the filing of a Farm Products Financing Statement Standard Form, EFS-1 No. 91156751 and a UCC-1 Financing Statement filed on April 13, 2017, No. 91156100. As of the date of the petition, the Debtor owes GP, LLC approximately $2 million. The exact amount Debtor owes to GP can be determined by reference to that certain judgment and money award entered against Debtor and in favor of GP, LLC in Crook County Circuit Court Case No. 18CV52765. The interest continues to accrue on the judgment at the rate of 10% per annum. During the two-week period prior to the filing of the petition, at the request of GP, LLC, the Debtor agreed to sell approximately 542 head of cattle through a video auction conducted by Shasta Livestock Auction Yard in Cottonwood, California. The video auction was conducted, and agreements were reached to sell the cattle to buyers, for agreed-upon prices. Pursuant to the Court's prior order, the Debtor delivered cattle on Dec. 11 and 12, 2018, to satisfy sales that occurred prior to the petition. Additionally, just prior to the filing of the petition, he agreed to let GP, LLC remove 305 head of cattle, primarily mother cows, and ship such livestock to the Shasta Livestock Auction Yard for sale. The cattle were scheduled to be sold on Dec. 14, 2018. The auction scheduled for Dec. 14, 2018 has been actively promoted and advertised by Shasta. The representatives of Shasta anticipate good attendance at the December 14th auction, because it will be one of the last auctions held in 2018. If the Debtor's cattle are not sold at the Dec. 14, 2018 auction, the next available auction at Shasta is Dec. 21, 2018, just four days before Christmas. In Shasta's experience, auctions held that close to the Christmas holiday have low bidder participation, resulting in reduced bidding and depressed purchase prices. Shasta believes that an auction on Dec. 21, 2018 will create a disincentive for the purchasers to buy or pay fair value for the cattle. Shasta plans to close down around Christmas and New Year's, and does not have a feeder scheduled during that time period. It would have to incur increased labor costs to bring someone in to feed cattle during the holidays. Livestock must be fed every day, and Shasta believes it will upset its employees by scheduling them to work on Christmas Day. Any Shasta employees willing to come in would have to be paid a premium for working on the holiday. Shasta's yard is scheduled to be empty between Christmas Day and New Year's Day. It does not have an auction scheduled for Dec. 28, 2018 The next available auction after Dec. 21, 2018, is Jan. 4, 2019. The Debtor's cattle cannot economically, safely, or humanely remain at Shasta until Jan. 4, 2019. The minimum cost to keep the 292 head of Livestock at Shasta for that 21-day period is approximately $3.50 per day, per animal. This minimum cost per day totals approximately $1,022. Thus, for the 21-day period from Dec. 14, 2018 through Jan. 4, 2019, the cost will be in excess of $21,000, assuming Shasta can get employees to do the work over the holidays. More importantly, Shasta believes it would be inhumane and cruel to keep that many animals penned up for that long a period of time. The Debtor's cattle will be unduly stressed and will face a higher risk of infection, injury, and death. Besides the consequences to the cattle -- some will lose weight, others will require veterinary care, and some may die -- these facts will adversely affect the purchase price at auction, increase the carrying costs, and reduce the net return to the Debtor. Shasta is unwilling to let the Debtor's cattle remain at the auction yard for such an extended period of time, and would require the cattle be shipped elsewhere pending the auction. It believes that conducting the auction on Dec. 14, 2018 will realize a higher price due to the extensive advertising performed, and would enable the Debtor to avoid incurring additional costs. The Debtor does not have consent or a Court order to use cash collateral to move the cattle in the event the Dec. 14, 2018 auction does not occur. The sale at Shasta Livestock scheduled for Dec. 14, 2018 will be an arms'-length transaction and will be conducted by Shasta Livestock. The Debtor believes the auction processed used by the Shasta Livestock Auction Yard is a reasonable process designed to obtain reasonable market value for livestock, and that the sale procedures used by the auction yard are standard for the cattle industry. He believes that the prices that will be obtained for the cattle are fair market prices. He believes that the proposed sale of livestock will enable him to significantly pay down the judgment owed to GP, LLC, and will also provide him with cash needed to pay for business and living expenses during the initial months of these bankruptcy proceedings. The Debtor asks entry of an order authorizing the sale, on Dec. 14, 2018, of cattle that were shipped to Shasta Livestock Auction Yard prior to the filing of the petition. The Chapter 11 case is In re Christian S. Radabaugh, Sr. (Bankr. D. Ore. Case No. 18-34244). Counsel for the Debtor: Nicholas J. Henderson, Esq. MOTSCHENBACHER & BLATTNER LLP 117 SW Taylor Street, Suite 300 Portland, OR 97204 Telephone: (503) 417-0508 E-mail: nhenderson@portlaw.com COMPLETE FITNESS: Allowed to Use Cash Collateral on Interim Basis ----------------------------------------------------------------- The Hon. Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized Complete Fitness Rehabilitation, Inc. and its affiliates to use cash collateral for necessary operating expenses and in the amounts described in the budget subject to the terms of the Interim Order. The Debtor is authorized to use cash collateral only to pay necessary operating expenses, which include, but are not limited to: payment of current taxes incurred after the Petition Date; any and all property taxes incurred after the Petition Date; wages and salaries; fees of professionals, subject to appropriate Court approval; rent; supplies and materials; insurance premiums; necessary maintenance; utilities; and other ordinary course charges necessary for the Debtor's operations, including the fees required by 28 U.S.C. Section 1930. Under the Interim Order, the Debtor will provide the Prepetition Secured Creditors -- Huntington National Bank and the Internal Revenue Service -- an updated Budget each 30 days along with an accounting, on a cash basis, of the Debtor's revenue, expenses and use of cash, with an accounting of its use of cash. The Debtors will also keep $30,000 cash segregated in connection with the deposit of funds into the Complete Fitness Rehabilitation's Debtor-in-Possession bank account by Zubair Rathur on November 9, 2018, which funds will not be used, spent, transferred, or disposed of in any way by the Debtor in Possession or anyone else until such order of the Court is entered. Huntington and the IRS are each granted replacement liens in the post-Petition Date assets of the Debtor, including accounts receivable, in the same extent, validity and priority as they existed on the Petition Date to the extent of the diminution of such secured creditors' collateral caused by Debtor's use of cash collateral, effective nunc pro tunc, as of the Petition Date. No liens are granted in any Chapter 5 causes of action or their proceeds by the Debtor to the secured creditors. The Debtor will make the following adequate protection payments to the Prepetition Secured Creditors: (i) In connection with the outstanding balance due the CRS Huntington Loan, Huntington will receive monthly payments in the amount of $1,928.51 on the 14th day of each month until the effective date of a confirmed of a plan of reorganization or conversion or dismissal of Debtor's case; (ii) In connection with the outstanding balance due on the CR Huntington Line of Credit, Huntington will receive $542.67 on the 1st day of each month until the effective date of a confirmed plan of reorganization or conversion or dismissal of Debtor's case; (iii) The IRS will receive a monthly adequate protection payment in the amount of $2,000 on the 10th day of each month until the effective date of a confirmed plan of a plan of reorganization or conversion or dismissal of Debtor's case; (iv) The Debtor will at all times maintain such insurance on the Huntington Collateral and all other tangible personal property as is required under its Security Agreements with Huntington and as required by the US Trustee's operating instructions. Moreover, to protect secured creditors from any diminution in the value of its collateral, Huntington and the IRS will have an administrative expense claim under Bankruptcy Code Section 507(b) for any unpaid adequate protection payments. In addition, the unpaid administrative claims of the patient care ombudsman appointed under Bankruptcy Code Section 333 and the Debtors' professionals employed under Bankruptcy Code Section 327 will be granted administrative expense claim priority under Bankruptcy Code Section 507(b). A full-text copy of the Interim Order is available at http://bankrupt.com/misc/mieb18-55077-42.pdf About Complete Fitness Rehabilitation Complete Fitness Rehabilitation, Inc., filed a voluntary Chapter 11 petition (Bankr. E.D. Mich., Case No. 18-55077) on Nov. 6, 2018, and is represented by Lynn M. Brimer, Esq., at Strobl & Sharp, PC, in Bloomfield Hills, Michigan. Daniel M. McDermott, United States Trustee for Region 9, appoints Charles J. Taunt as the Patient Care Ombudsman for Complete Fitness Rehabilitation, Inc., and its affiliates. COMPLETION INDUSTRIAL: Selling/Disposing of Miscellaneous Assets ---------------------------------------------------------------- Completion Industrial Minerals, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize it to sell or otherwise dispose of or abandon assets that it has or may determine to be burdensome to the bankruptcy estate or to have inconsequential value. The objection deadline is Jan. 7, 2019. CIM has sold substantially all of the equipment comprising its industrial sand processing facility in Marshfield, Wisconsin, but retains and is still attempting to sell the following assets: (a) a 50 acre parcel of real property located in Marshfield, Wisconsin where CIM's processing plant was formerly located; (b) a largely undeveloped 192 acre parcel of real property located near the Marshfield Site containing a residential house and storage shed or garage ("Polish Road Farm"), and (c) certain rolling stock listed in the schedule on Exhibit. CIM asks that it be authorized to sell, dispose of or otherwise abandon certain property which it has or which it may determine in the future is burdensome to the CIM Estate or which otherwise has inconsequential value. Those assets consist of (a) physical documents previously located in CIM's offices in Fort Worth, Texas; (b) two temporary storage sheds located at the Marshfield Site; (c) any of the Rolling Stock which CIM determines to be non-saleable, except for scrap value, due to condition; and, (d) any remaining personal property located at the Polish Road Farm or Marshfield Site that CIM determines has no material resale value and which is burdensome to the properties where located. CIM has determined that, with the exception of the Rolling Stock, the Miscellaneous Assets have little or no value to the CIM Estate and, moreover, have or may become burdensome to the estate. The Documents generally relate to its prior operations and, given that CIM is no longer operating and is not selling its assets as a going concern, are no longer of any use to CIM. Moreover, any useful documents and financial information is stored electronically by CIM. Consequently, the Documents are of no value to CIM. Regarding the Rolling Stock, CIM is in negotiations with vehicle auction houses with operations near where the Rolling Stock is located to arrange for the auction of those items. Given the age and condition of the Rolling Stock, it is quite possible that the cost of repair necessary to bring any items of the Rolling Stock to a condition allowing for sale at auction will be prohibitive or that no buyer at auction has an interest in such items. The remaining items of Miscellaneous Property (e.g., the temporary storage sheds and miscellaneous) are likewise of inconsequential value or are burdensome. To permit CIM to dispose of the Miscellaneous Property as it, in its business judgment, determines to be in the best interests of the CIM Estate, CIM asks that it be permitted to sell or otherwise dispose of the Miscellaneous Assets without further order of the Court. Such prospective relief is justified, among other things, so that CIM may effectuate the disposal of property that is burdensome or of inconsequential value without having to incur further delay or legal cost and expense. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Completion_Industrial_152_Sales.pdf About Completion Industrial Minerals Completion Industrial Minerals, LLC -- http://www.ciminerals.com/ -- is a producer of northern alpha quartz proppants. It is a full-service provider of products and services from the quarry to the rail head at destination. Completion Industrial Minerals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug. 1, 2017. In the petition signed by Thomas Giordani, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Russell F. Nelms presides over the case. Fishman Jackson Ronquillo PLLC is the Debtor's counsel. * * * Completion Industrial Minerals has moved for appointment of a Chapter 11 trustee to take over management of the estate. CIM says it does not have the cash resources to fund continued operations and its current management does not have particular expertise in bankruptcy restructuring matters. DANIEL EKE: Jan. 10 Plan Confirmation Hearing --------------------------------------------- The Disclosure Statement explaining Daniel Eke and Associates, P.C.'s plan of reorganization is conditionally approved, and the hearing to consider the final approval of the Disclosure Statement and the confirmation of the Plan will be held on Jan. 10, 2019 at 10:00 a.m. Jan. 2 is fixed as the last day for filing and serving written objections and last day for filing written acceptances or rejections of the Plan. The Plan states that the allowed secured claim of OnDeck Capital, Inc. amounts to $94,439.61. OnDeck Capital shall be paid in equally monthly installments of $2,955.00. Meanwhile, the allowed general unsecured claims amount to $360,923.99. Holders of the general unsecured claims shall receive approximately 35% of their allowed claims, in cash, in quarterly installments, to be distributed on a pro-rata basis beginning on the Effective Date. A full-text copy of the Disclosure Statement, dated November 26, 2018, is available at: http://bankrupt.com/misc/mdb18-11192-100.pdf About Daniel Eke and Associates Daniel Eke and Associates, P.C., is a minority-owned, Certified Public Accounting firm. Since 1991, DE&A has serviced the needs of federal and state government agencies, small and medium-size companies and non-profit organizations. Based in Silver Spring, Maryland, Daniel Eke and Associates filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-11192) on Jan. 29, 2018, estimating under $1 million both in assets and liabilities. Steven L. Goldberg, Esq., and James M. Greenan, Esq. at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., serve as the Debtor's counsel. DOC FOLSOM: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Doc Folsom Marina LLC as of Dec. 20, according to a court docket. About Doc Folsom Marina LLC Doc Folsom Marina LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-19403) on October 28, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $100,000. The case has been assigned to Judge Michael E. Romero. The Debtor tapped Don Bell Law as its legal counsel. DPW HOLDINGS: Enters Into 10th Amendment to May 2018 SPA -------------------------------------------------------- As previously reported in a Current Report on Form 8-K filed by DPW Holdings, Inc. on May 16, 2018, on May 15, 2018, the Company entered into a Securities Purchase Agreement with and institutional investor providing for the issuance of (i) a Senior Secured Convertible Promissory Note with a principal face amount of $6,000,000, which Convertible Note (as amended on Aug. 31, 2018) is, subject to certain conditions, convertible into 15,000,000 shares of Common Stock of the Company at $0.40 per share; (ii) a five-year warrant to purchase 1,111,111 shares of Common Stock at an exercise price of $1.35; (iii) a five-year warrant to purchase 1,724,138 shares of Common Stock at an exercise price of $0.87 per share; and (iv) 344,828 shares of Common Stock. As previously reported in Current Reports on Form 8-K filed by the Company on July 2, 2018, the Company and the Investor entered into an agreement, among other things, to amend the May SPA and the May Note pursuant to the terms and subject to the conditions set forth in Amendment No. 3 Agreement and Amendment No. 4 Agreement. In addition, the Company entered into a Securities Purchase Agreement with the Investor providing for the issuance of (i) a Senior Secured Convertible Promissory Note with a principal face amount of $1,000,000, which Convertible Note is, subject to certain conditions, convertible into 2,500,000 shares of Common Stock of the Company at $0.40 per share), and (ii) up to 400,000 shares of Common Stock. On Aug. 31, 2018, the Company and the Investor entered into an amendment, among other things, to further amended the May SPA and the May Note, pursuant to the terms and subject to the conditions set forth in Amendment No. 5 Agreement and Amendment No. 6 Agreement. In addition, the Company entered into a Securities Purchase Agreement with the Investor providing for the issuance of a Senior Secured Convertible Promissory Note with a principal face amount of $2,000,000, which August Note is convertible into 5,000,000 shares of Common Stock. The Company and the Investor further amended the May Note, among other things, pursuant to the terms and subject to the conditions set forth in Amendment No. 7 Agreement, Amendment No. 8 Agreement, and Amendment No. 9 Agreement. On Dec. 20, 2018, the Company and the Investor entered into Amendment No. 10 Agreement, which further amends the payment terms and sets forth additional conditions to the May Note, July Note and September Note. Pursuant to the terms and subject to the conditions set forth in the Amendment, (i) Ault & Company, Inc., has agreed to issue a corporate guarantee of the performance of the obligations due to the Investor by the Company and its subsidiaries in the amount of $4,350,000, provided that the Guarantee will be of no further force or effect subsequent to the occurrence of certain events; (ii) the Company must apply no less than forty percent (40%) of any proceeds raised from (A) any financing of the Company conducted by A&C or any third party, (B) the repayment of outstanding loans by I. AM, Inc., to Digital Power Lending, LLC, and (C) the repayment of outstanding loans, but not payment of outstanding accounts receivable, by Avalanche International Corporation to the Company, to the amortization payments of the May Note, then to all sums due under the July Note, then to all sums due under the September Note, and finally to all remaining sums due under the May Note; and (iii) assuming that the Company’s stockholders approve a proposal to increase its authorized shares of Class A common stock at its forthcoming annual meeting to be held on Dec. 28, 2018, the Company shall increase the number of such shares reserved by its transfer agent to 125,000,000, which figure shall be reduced by 12,500,000 shares for each repayment by the Company to Dominion of its debt obligations thereto in the amount of $1,000,000. In consideration for the Company's agreement to enter into the Amendment, the Investor has agreed to (i) provide financing for purchase orders in the amount of $200,000 to Microphase Corporation and $500,000 to Enertec Systems 2001, Ltd., respectively, and (ii) extend the maturity date of the July Note and the September Note, in each case, to Feb. 15, 2019, as to 50% of the amount due thereunder, and the remaining fifty percent (50%) due thereunder, including accrued but unpaid interest, to May 15, 2019. A full-text copy of the Amendment No. 10 Agreement is available for free at https://is.gd/nSxfVi About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings, Inc.'s headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $10.89 million in 2017 following a net loss of $1.12 million in 2016. As of Sept. 30, 2018, the Company had $53.10 million in total assets, $25 million in total liabilities, and $28.09 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ECM GROUP: Jan. 29 Plan Confirmation Hearing -------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida approved the disclosure statement explaining EMC Group, Inc.'s plan of reorganization. January 29, 2019, at 1:30 P.M., is fixed as the date of hearing of confirmation of the Plan, while December 20, 2018 was the deadline for objections to claims. Moreover, January 15, 2019 is the deadline for objections to the confirmation. About EMC Group Inc. EMC Group, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22636) on October 18, 2017. Jerry Jacobson, authorized representative, signed the petition. While the Debtor's name on the Court docket is reflected as "EMC Group Inc.," the Debtor's proper name is "ECM Group Inc." At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Paul G. Hyman, Jr. presides over the case. The Debtor tapped Noble Law Firm, P.A., as its legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. EXPERT CAR CARE: Judge Rejects Access to Cash Collateral as Moot ---------------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has entered order denying Expert Car Care 3, LLC's Amended Motion to Use Cash Collateral as moot. About Expert Car Care Expert Car Care 3, LLC and Expert Car Care 4, LLC, are privately-held companies in Sanford, Florida, engaged in automotive repair and maintenance. They sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 18-01439 and 18-01440) on March 16, 2018. In the petitions signed by James Sada, managing member, the Debtors each estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Cynthia C. Jackson oversees the cases. Bartolone Law, PLLC, led by principal Aldo G Bartolone, Jr., Esq., serves as counsel to the Debtors. No official committee of unsecured creditors was appointed in the Chapter 11 cases. F & F SPECIALTY: Regal Buying Coffee Roaster for $250K ------------------------------------------------------ F & F Specialty Coffee asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the Sales Agreement in connection with the sale of coffee roaster to Regal Commodites for $250,000, subject to overbid. Debtor has been unable to generate sufficient income to reorganize and no offers have been forthcoming to purchase the business as a going concern. It owns business equipment, the most valuable of which is a coffee roaster, initially valued on its Schedule A/B at $750,000. The Roaster is collateral to multiple security agreements held by KeyBank that total at least $917,850. Secured Creditor Key Bank will be paid out of the proceeds of the sale. A sale of the Roaster would be in the best interests of the estate and all parties in interest, as it would allow for payment of a portion of KeyBank's secured interest. KeyBank is the sole secured creditor and holds a security interest in the real estate currently where the roaster is located as well, although that real estate is not an asset of the bankruptcy estate. The Debtor is asking approval of a sales agreement, entered into with Regal on Dec. 12, 2018 to sell the Roaster. Pursuant to the terms of the agreement, Regal will pay $250,000 to the Debtor via deposit in the Debtor counsel's escrow account for distribution. Regal has agreed to provide for removal and transportation of the roaster from the premises at their own cost. The Debtor has sought additional offers for the roaster and other equipment but has not yet received any higher or better offers. It asserts that Regal has acted in good faith with respect to sale. The approval of the sale will be subject to the bidding procedures established by the motion to approve bidding procedures filed contemporaneously with the Motion. The Debtor will prepare a Notice of Sale and will serve the same as required by Federal Bankruptcy Rules 6004, 2002 and W.PA.LBR 6004-1. The Counsel for Debtor has filed an Application for Compensation with the Court asking approval of fees and expenses in the amount of $11,552 and expenses of $2,001 from the proceeds of the sale. A hearing on said application is scheduled for Jan. 10, 2019 with responses due by Dec. 23, 2018. The Debtor avers that the request for hearing on an expedited basis is done in good faith and is not interposed for any improper purpose, such as to harass, or to increase the cost of litigation, and there is just cause to request a consideration of the matter on an expedited basis. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/F&F_Specialty_94_Sales.pdf The Purchaser: REGAL COMMODITES 721 Union Blvd. Totowa, NJ 07512 About F & F Specialty Coffee F & F Specialty Coffee, which conducts business under the name Fortunes Gourmet Coffee, is a specialty food store offering a selection of crafted blends and artisan roasted coffees. It has been providing coffee to its wholesale customers for over 60 years. F & F Specialty Coffee sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Case No. 18-22699) on July 2, 2018. In the petition signed by Fred M. Smallhover, II, ower, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Gregory L. Taddonio presides over the case. The Debtor tapped Thompson Law Group, P.C., as its legal counsel. FAYETTE MEMORIAL: State of Indiana Wants to Condition Cash Use -------------------------------------------------------------- The State of Indiana asks the U.S. Bankruptcy Court for the Southern District of Indiana to condition Fayette Memorial Hospital Association, Inc.'s use of cash collateral. The State recounts that on Oct. 16, 2018, the Court entered the First Interim Order Granting First Day Motion for Use of Cash Collateral. Subsequently, the Court entered the Second Order and a hearing on the Motion and Second Order has been scheduled for Dec. 5, 2018. Prior to the Debtor's bankruptcy filing, it entered into a Grant Agreement with the Indiana State Department of Health. The Grant extended $9,227,295 to the Debtor for the construction of a detoxification unit and other related costs. In order to receive Grant Funds, the Debtor was required to submit monthly claim vouchers to the Department. The Grant required the Debtor to first pay its outstanding invoices and debts related to the construction of the detoxification unit, and then submit claim vouchers to the Department for reimbursement of those funds. On November 5, 2018, at the 341 Meeting held in Debtor's case, Samantha Bell-Jent, the Chief Financial Officer of the Debtor, testified on its behalf as to the Debtor's financial affairs. The CFO testified that post-petition, the Debtor had submitted claim vouchers to the Department and received $585,000 in Grant funds. The CFO further testified that the Funds had been deposited into the Debtor’s general operating account at Comerica and comingled with other funds. In addition, the CFO testified that the Debtor used the Funds to pay for the operational costs of the entire hospital -- not just the detoxification unit -- in violation of the terms of the Grant The Department has also been notified by representatives of Terrex Construction, LLC that it has not been paid for both pre- and post-petition work regarding construction of the detoxification unit. In fact, the Debtor lists more than a $1.2 million debt to Terrex in its bankruptcy schedules. The State also has concerns that certain contractors and sub-contractors may have a priority interest in the Funds and may not have been put on notice of the Motion and Second Order. As such, the State seeks to condition the Debtor's use of its cash collateral upon its filing of financial documents that detail the actual and budgeted use of the Funds. The State also seeks to condition the Debtor's continued use of its cash collateral upon the filing of amended pleadings that explain the apparent misuse of the Funds in explicit violation of the terms of the Grant. It was not until the 341 Meeting that these facts were discovered. The State of Indiana is represented by: Amanda K. Quick, Esq. Deputy Attorney General Office of Indiana Attorney General Indiana Government Center South, 5th Floor 302 West Washington Street Indianapolis, IN 46204-2770 Telephone: (317) 232-6321 Facsimile: (317) 232-7979 E-mail: Amanda.Quick@atg.in.gov About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. -- 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 Oct. 10, 2018. In the petition signed by CEO Randall White, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz Maddox Dickens PLC as its legal counsel. The Office of the U.S. Trustee appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. FIRST FLO: Bank Owner Files for Chapter 11 With Plan ---------------------------------------------------- First Flo Corporation sought Chapter 11 protection and immediately filed a restructuring plan that contemplates the recapitalization of the Debtor, through a contribution of additional capital from the Debtor's existing shareholders. First Flo is a holding company for its only subsidiary, Rocky Mountain Bank & Trust, a Colorado state-chartered banking corporation, with principal offices located at 101 E. a branch facility at 755 Cheyenne Meadows, Colorado Springs, Colorado 80906. The Bank has approximately 23 employees. The Debtor's indebtedness is as follows: -- Senior Debt. In excess of $5,000,000 of senior debt is due under a Loan Agreement, dated as of Sept. 26, 2008, originally made by Bankers' Bank of the West. At the beginning, the Senior Debt was secured by Debtor's stock ownership in the Bank. Gideon Management, LLC, and Micah 68, LLC, purchased the Senior Debt and released the security interest in the Bank Stock. The Senior Debt is now unsecured but is senior in priority to the TruPS Claims. As of the Petition Date, the Senior Debt is in default. The Senior Debt Holders, directly or through affiliates, also hold Equity Interests in an aggregate amount of less than 10%. -- TruPS Capital Securities. In excess of $5,000,000 is owing on account of TruPS capital securities issued by RMBT Capital Trust I, a Delaware statutory trust, which obligation was guaranteed by the Debtor. The TruPS Trustee notified the Debtor of that default on April 11, 2014. U.S. Capital Funding VI, Ltd., is the sole holder of 100% of the TruPS Capital Securities. Given that the Debtor's corporate enterprise consists primarily of owning the stock in the Bank and the Written Agreement, the Debtor incurs few expenses other than, for example, those expenses, including interest arising in connection with the Senior Debt and the TruPS Claims, taxes and expenses arising in connection with Debtor's efforts to reorganize. The Debtor likewise has no employees, owns no real property, and has no material contracts other than in connection with the Senior Debt and TruPS Claims. Regulatory Actions In July 2011, the Debtor, the Bank and the Kansas Fed entered into a Written Agreement dated July 16, 2011. The Written Agreement prohibits payments on the Senior Debt and on the TruPS Claims, as well as a number of other restrictions, without written approval from the Kansas Fed. One such restriction is a prohibition on the Bank declaring dividends to the Debtor, which the Debtor could then use to make payments on the Senior Debt and the TruPS Claims, as well as other payments in the ordinary course of business. Fundamentally, the Debtor needs to attract additional capital investment in order to increase the business of the Bank. But with the Senior Debt and TruPS Claims in default and the dividend restriction, Debtor is unable to raise additional capital investment. The Debtor has worked diligently to have the Written Agreement terminated and, thereby, resume ordinary operations. The Debtor has met numerous times with the Kansas Fed and made numerous proposals. The result of those efforts has resulted in Kansas Fed's consent for Debtor to seek restructure of the Senior Debt and TruPS Claims as provided in the Plan. Debtor's Efforts to Recapitalize In order to grow the Bank's business and the Debtor's capital base, it is necessary for the Debtor to raise additional capital, among other things. Without increasing its capital, Debtor has no current ability to repay its Creditors. The defaults on the Senior Debt and the TruPS Claims, and the regulatory actions, have prevented Debtor from raising additional capital. The Debtor has investigated various options to recapitalize. However, the Debtor has been unable to raise any additional capital at this time without a restructuring of its liabilities. Further, the Bank is currently prohibited by the regulatory authorities from distributing any dividends to the Debtor, thus making efforts to raise capital essentially impossible. Accordingly, the Debtor believes the Plan of reorganization represents the best possibility of recovery to its Creditors and Equity Interests. Terms of Plan The Plan provides for these terms: 1. SENIOR DEBT. The Senior Debt Claims will be allowed in a reduced amount of up to $3,000,000. The amended terms of the Senior Debt provide that it shall bear non-compounded interest at a rate of 6% per annum and the Senior Debt, excluding the Contingent Senior Debt Payment shall be due and payable ten years from the date of the Effective Date. 2. TRUPS CAPITAL SECURITIES. In full satisfaction of the TruPS Capital Securities in the amount in excess of $5,000,000, holders of the TruPS Capital Securities will receive its Pro Rata share of $320,000 in cash upon the deemed surrender of the TruPS Capital Securities. 3. EQUITY INTERESTS. Upon the Effective Date, in exchange for a new capital contribution (in an amount equal to pay off the administrative claims and the $320,000 for TruPS Capital Securities), each participating investor will retain their respective equity interests. A copy of the Disclosure Statement is available at PacerMonitor at https://is.gd/2ch4K4 About First Flo First Flo Corporation is a bank holding company that owns Rocky Mountain Bank & Trust. First Flo sought Chapter 11 protection (Bankr. D. Colo. Case No. 18-20937) on Dec. 20, 2018. The Debtor disclosed total assets of $4,000,000 and liabilities of $10,065,000 as of the bankruptcy filing. The Hon. Elizabeth E. Brown is the case judge. SHAPIRO BIEGING BARBER OTTESEN LLP is the Debtor's counsel. FOLSOM CORP: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Folsom Corporation of Colorado as of Dec. 20, according to a court docket. About Folsom Corporation of Colorado Folsom Corporation of Colorado sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-19402) on October 28, 2018. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $500,000. The case has been assigned to Judge Michael E. Romero. The Debtor tapped Don Bell Law as its legal counsel. FRANCIS MACHI JR: Trustee's $170K Sale of Pittsburgh Parcel Okayed ------------------------------------------------------------------ Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Jeffrey J. Sikirica, Trustee for Francis M. Machi, Jr., to sell the single parcel located at 3825 Mintwood Street, 6th Ward of the City of Pittsburgh, Allegheny County, Pennsylvania, and identified as tax parcel 0049-P-00138-000A-00, to Bradford Brothers, LLC and/or their assigns for $169,900. The sale is free and divested of all liens, claims, and encumbrances. At the closing of the sale, these will be paid: a. No real estate transfer taxes will be paid as the sale is exempt under 11 U.S.C. Section 1146(c) since the sale is being made pursuant to a confirmed Chapter 11 Plan. b. Real estate taxes for the school district, county and Township, including all delinquent real estate taxes due at the time of the closing with current real estate taxes prorated between the Successful Bidder and the Debtor on the date of closing; c. Municipal liens for sewage and water due at the time of closing; d. Normal miscellaneous closing costs related to documentation, lien letters, etc.; e. Payment to Specialized Loan Servicing, LLC as servicer for U.S. Bank National Association, as Trustee for Terwin Mortgage Trust 2005-IOHE, Asset-Backed Certificates, Series 2005-10HE in full of its claim to satisfy its mortgage in the estimated balance amount of $103,039, plus additional accruals until the date of closing; and f. The balance of the proceeds will be distributed by the Machi Trustee pursuant to terms and priority set forth in the Chapter 11 Plan. g. Any claim for broker fees of up to 6% of the sale price plus $395 are to be held in escrow pending further order of the Court. The sale is "as is, where is, and with all faults" and with no representations and/or warranties of any kind expressed or implied. Pursuant to W.PA.LBR. 6004-l(c)(4), within seven calendar days of the Closing Date, the Trustee will file a report of sale. About Francis M. Machi, Jr. Francis M. Machi, Jr. filed a voluntary petition for relief under Chapter 13 of Title 11 of the United States Code. On Jan. 28, 2015, the Court converted the case to a case under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 14-23154). On June 13, 2016, the Court appointed Jeffrey J. Sikirica as the Chapter 11 Trustee in the Machi Bankruptcy. On Jan. 30, 2018, the Court confirmed a Chapter 11 Plan. FRANK THEATRES: East Coast Movie Chain Enters Chapter 11 -------------------------------------------------------- The Frank Entertainment Group, LLC, and 23 affiliates, owners of movie theaters with 141 screens in six east coast states, sought Chapter 11 protection to provide them with the breathing spell and relief necessary to pursue (i) a restructuring of a subset of the debtors' assets and/or (ii) a sale of a subset of the debtors' assets. The Debtors operate pure play movie theaters, combination movie theater/family entertainment complexes, and pure play family entertainment complexes in six east coast states -- New Jersey (including theaters located in Bayonne and Rio Grande), Florida, North Carolina, South Carolina, Pennsylvania, and Virginia -- under the brand names Frank Theatres, CineBowl & Grille, and Revolutions. The Company operates 15 movie theater and/or family entertainment venues broken down as follows: (a) nine pure play movie theaters in the six aforementioned states under the Frank Theatres name, (b) three combination movie theater/family entertainment complexes in Florida, North Carolina, and Virginia under the CineBowl & Grille marquee, and (c) three family entertainment complexes in three states (Florida, South Carolina, and Pennsylvania) under the Revolutions brand name. The Company's Frank Theatres cinemas include 141 total screens, while each theater generally has 8-12 screens, offers stadium seating, 4k digital and 3D capable projection, Dolby Digital surround sound, advance ticketing features and standard theater concessions. Certain locations also offer IMAX or THX technology and enhanced concessions, which include beer/wine and premium restaurant-style food. Frank Theatres, including its predecessor, is one of the oldest continuously operating movie theater chains in the United States. The Company's CineBowl & Grille concept, the first of its kind in the United States, combines a traditional stadium seating movie theater with bowling, a redemption arcade, and a captive casual dining restaurant/bar under one roof. Likewise, the Company's Revolutions concept combines bowling, a redemption arcade, billiards, a stadium-style live TV venue, live entertainment, and a captive casual dining restaurant/bar all under one roof. The Debtors employ approximately 694 employees throughout New Jersey, Florida, North Carolina, South Carolina, Pennsylvania, and Virginia and none of whom are subject to a collective bargaining agreement. Of these employees, approximately 43 are salaried and 651 are hourly. For the fiscal year that ended Dec. 31, 2016, the Debtors recorded consolidated revenues of $65,772,560, resulting in a net loss of $10,281,045. In fiscal year 2017, the Debtors' consolidated revenues decreased to $56,709,358, and their loss increased to $11,321,078. Further, in fiscal year 2018 to date, the Debtors generated $40,000,000 in revenues, and experienced a net loss of $9,716,930. The admissions revenue comprised approximately 46% of 2018 revenues. Frank Entertainment Group, LLC is the ultimate parent of all of the other Debtors, including Frank Management, LLC the main operating/management company. Prepetition Capital Structure The Debtors' indebtedness is comprised of: * Approximately $31,000,000 in principal remains outstanding under a secured financing facility provided by Elm Park Capital Management, LLC as Administrative Agent (in such capacity, the "Senior Agent") and the lenders pursuant to a Credit Agreement dated June 20, 2014 (as amended, modified or otherwise supplemented (the "Senior Credit Agreement")); * As of the Petition Date, approximately $8,042,673 remains outstanding under a subordinated loan facility provided by Seacoast Capital Partners III, L.P. as Administrative Agent (the "Subordinated Agent") and the second lien lenders under a Second Lien Credit Agreement dated May 17, 2017; and * As of the Petition Date, the Debtors have aggregate unpaid unsecured trade, lease, and other ordinary course contractual obligations totaling approximately $5,357,992. Of that amount, approximately $4,649,443 constitutes trade vendor payables. Events Leading to Chapter 11 Filing Christopher Lang, CRO of the Debtors, explains in court filings that the loans advanced under the Senior Credit Agreement were used by the Debtors to refinance existing indebtedness and provide growth capital. Upon execution of the Senior Loan Documents, the Company embarked on an expansion program to open several new locations, primarily in the Revolutions (bowling only format) and one additional CineBowl & Grille (combination bowling and theater) location. Poor location choice, combined with unprofitable leases, material cost overruns, delayed opening dates, and ineffective location-based management plagued the new Revolutions and CineBowl & Grille locations from the start and required an ever-growing need for cash from the balance of the seasoned portfolio of existing theaters. While operating cash and third-party loans were being used to support the liquidity need caused by the over-budget, past-deadline, and unprofitable new locations, the remainder of the existing locations also steadily declined in general admissions and total revenues as preventative maintenance, standard course refreshes, and local marketing initiatives were reduced or abandoned altogether. In addition, landlords and critical vendors were not paid or were materially aged beyond their standard payment terms. These poor management decisions were made in most cases without the knowledge or consent of the Debtors' capital providers. In some instances, the Company was evicted, locked out of its theater locations, and/or box office studios refused to allow the theaters to exhibit key first run movies which further exacerbated the decline in financial performance. Under the Debtors' prior management (pre-September 2017), the physical state of many locations was severely neglected. Much needed capital improvements were not made into maintenance or upgrades of many locations. As a result, over time, the locations became dirty and in disrepair, which ultimately deterred business and resulted in a decrease in revenue. Despite the project and operational challenges, former management at the Company executed material contracts, including employment agreements, new location leases, and vendor supply agreements, subjecting the Company to costly and recurring liabilities which were not approved by the Board. The Company is currently in litigation with members of former management. While the condition of the Company's locations deteriorated, the movie theater industry in general trended toward an enhanced movie going experience, including luxury recliners and a more "premium" experience. At the same time, the Debtors' ticket and concession prices continued to rise in line with, or over, the industry average (which further discouraged customers). Other negative contributing factors included: (i) generally poor delivery of customer experience under prior management; (ii) expansion into dining and bowling, areas outside prior management's core experience which complicated operations and distracted focus; (iii) the closure of three locations -- Kingsport, Superplay, and Towne; and (iv) general weakness in the theater industry during 2017, which magnified the impact of all of the above. Over the course of 2017, as fresh capital continued to be required to support the Debtors' business, the Senior Lenders and Subordinated Lenders, along with the preferred equity holders, negotiated a comprehensive restructuring of the existing capital structure. As part of this restructuring, the existing management team was terminated and Moss, as financial advisor (and now also CRO) and Paragon Entertainment LLC ("Paragon"), as industry advisor, made recommendations to effectuate a wholesale retrofit of specific locations along with prospectively managing the Company on a go forward basis. Accordingly, the Debtors, working together with Moss and Paragon began a process in September 2017 with the goal of evaluating the Debtors' options and implementing a strategic turnaround. The Debtors and their advisors concluded that the Company's restructuring could best be accomplished in a jointly administered Chapter 11 proceeding for each of the Debtors via a court-approved Chapter 11 plan of reorganization consistent with the terms of the Restructuring Support Agreement ("RSA") and the Plan Term Sheet. To fund the Chapter 11 Cases, the Senior Lenders will provide debtor-in-possession financing ("DIP Financing") as set forth in the Debtor-in-Possession Term Sheet. The DIP Financing shall be subject to Definitive Documentation acceptable to the Senior Lenders in their sole discretion. The Company sought proposals for alternative financing and not one party that was contacted made an offer to provide alternative financing, likely due to the lack of equity in the Debtors' assets and operations, disappointing financial results, the fact that the Senior Lenders would not voluntarily agree to the priming of the prepetition claims, and how the proposed DIP Financing does not include any fees. Consistent with the turnaround strategy identified by the Debtors and their advisors, the objective of the prearranged Chapter 11 is to maximize enterprise value by emerging from bankruptcy protection with (i) only the most potentially profitable locations, (ii) a new long-term management arrangement with Paragon, and (iii) renegotiated contracts/leases and the opportunity to succeed and ultimately grow within the industry. The incremental working capital needed will allow for the maximization of the process to obtain the end result, while servicing the needs of all stakeholders of the total operational platform. Within bankruptcy, the DIP Financing is expected to be used for working capital to ensure smooth operations throughout the process as well as to pay necessary administrative expenses. Christopher Lang, tells the Court, "We are confident with DIP Financing, that the proposed restructuring can be accomplished within the time frames contemplated by RSA, Plan Term Sheet and DIP Term Sheet and successful." The Debtors ultimately decided to seek the protections of chapter 11 of the Bankruptcy Code in order to provide them with the breathing spell and relief necessary to pursue (i) a restructuring of a subset of the Debtors' assets and/or (ii) a sale of a subset of the Debtors' assets. The Debtors therefore intend to file a proposed plan of reorganization promptly and, if necessary, seek approval of auction and sale procedures to consummate one or more sale transactions, as well as additional relief to maintain the Debtors' operations until such time as any restructuring sale(s) can be consummated. To this end, the Debtors seek relief to gain and maintain the support of the Debtors' employees and other key constituencies, as well as to maintain the day-to-day operations of the Debtors' businesses with minimal disruption. The Debtors' believe that such relief will be crucial to any reorganization or sale process and the ultimate success of the Debtors' efforts in these Chapter 11 Cases. First Day Relief Requested In order to preserve the value of the Debtors' businesses during the pendency of the Chapter 11 cases by shedding unprofitable locations and leases, assuming the RSA, and moving towards confirmation of a plan of reorganization or consummating one or more sale transactions, it is critical for the Debtors to maintain the loyalty and goodwill of, among other constituencies, their employees, vendors, movie studios, and customers. To that end, the Debtors have filed the following First Day Pleadings seeking relief intended to allow them to effectively transition into chapter 11 and minimize disruption to the Debtors' business operations thereby preserving and maximizing the value of the Debtors' estate: A copy of the affidavit in support of the first-day motions is available at: http://bankrupt.com/misc/Frank_T_17_1st_Day_Affidavit.pdf About Frank Theatres The Frank Entertainment Group, LLC -- http://www.franktheatres.com/ -- has owned, operated, developed, and managed over 150 entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, bowling centers, game centers, and family entertainment centers. The Debtors operate pure play movie theaters, combination movie theater/family entertainment complexes, and pure play family entertainment complexes in six east coast states -- New Jersey (including theaters located in Bayonne and Rio Grande), Florida, North Carolina, South Carolina, Pennsylvania, and Virginia -- under the brand names Frank Theatres, CineBowl & Grille, and Revolutions. The Debtors employ approximately 694 people. Frank Entertainment Group, LLC, is the ultimate parent of all of the other Debtors, including Frank Management, LLC, the main operating/management company. Frank Entertainment Group is headquartered in Jupiter, Florida. Frank Entertainment Group and 23 affiliates sought Chapter 11 protection on Dec. 19, 2018. The lead case is In re Frank Theatres Bayonne/South Cove, LLC (Bankr. D.N.J. Lead Case No. 18-34808). Frank Theatres Bayonne estimated assets of $10 million to $50 million and liabilities of the same range. The Hon. Stacey L. Meisel is the case judge. LOWENSTEIN SANDLER LLP is the Debtors' counsel. MOSS ADAMS LLP is the financial advisor. PARAGON ENTERTAINMENT HOLDINGS, LLC, is the consultant. PRIME CLERK LLC is the claims and noticing agent. GENON ENERGY: Davis Polk Advises Noteholders in Bankruptcy Exit --------------------------------------------------------------- Davis Polk advised an ad hoc group of holders of 7.785% senior notes due 2017, 9.50% senior notes due 2018 and 9.875% senior notes due 2020, in connection with the successful chapter 11 restructuring of GenOn Energy, Inc. and certain of its affiliates ("GenOn"). Pursuant to a plan of reorganization, GenOn completed sales of its Hunterstown and Canal generating stations, entered into a sale agreement with respect to its Choctaw station, amended its leases for its Morgantown and Dickerson stations, restructured two leveraged leasing subsidiaries and repaid bonds issued by its subsidiary GenOn Americas Generation, LLC at a discount pursuant to a consensual settlement. Through the restructuring, GenOn extinguished approximately $1.8 billion of prepetition debt, distributed $790 million in cash to holders of its prepetition notes and transferred substantially all of its remaining assets to a newly-formed company, GenOn Holdings, Inc., which is owned by the prepetition noteholders. Following the completion of these restructuring transactions, GenOn Holdings, Inc. has $400 million of corporate debt, including takeback paper issued to noteholders and a $125 million revolving credit facility, and strong credit metrics. The reorganization was initiated with a Chapter 11 filing on June 14, 2017, and included a separate reorganization and bankruptcy filing of GenOn's wholly owned subsidiary NRG REMA LLC ("REMA"), which filed on October 16, 2018. GenOn's plan of reorganization was confirmed by the Bankruptcy Court for the Southern District of Texas on December 12, 2017, and REMA's plan of reorganization on November 1, 2018. The reorganization concluded with the simultaneous emergence of GenOn and REMA from bankruptcy on December 14, 2018. Davis Polk's integrated corporate and litigation teams collectively drove all aspects of GenOn's complex restructuring, including GenOn's various asset sales, designing GenOn's new corporate structure, developing and implementing tax-efficient exit structures and other tax-related arrangements, negotiating management incentive plans and other key executive compensation policies, and structuring, negotiating and drafting the indenture for $400 million of new second-lien secured notes. In addition, the Davis Polk litigation, tax and restructuring teams negotiated global settlements with GenOn's former parent NRG Energy, Inc., holders of notes issued by GenOn Americas Generation, and equity holders and debt holders of lessors of GenOn Mid-Atlantic, LLC and REMA and plaintiffs in the multi-district antitrust litigation matter captioned In re Western States Wholesale Natural Gas Antitrust Litigation. Among other things, these settlements provided for the release of certain prepetition claims asserted by certain GenOn noteholders against NRG Energy, operational support from NRG Energy during the post-confirmation transition, and material amendments to each of GenOn Mid-Atlantic's and REMA's leases. GenOn is a wholesale generator of electricity using natural gas, coal and oil resources and one of the largest independent power producers in the United States. The company also owns and operates power generation facilities and trades in energy, fuel and transportation services. It is based in Houston, Texas. The Davis Polk restructuring team included partners Damian S. Schaible and Eli J. Vonnegut and associates Angela M. Libby and Benjamin M. Schak. The corporate team included partner William L. Taylor and counsel Ajay B. Lele. The tax team included partner William A. Curran and counsel Leslie J. Altus and Patrick E. Sigmon. The litigation team included partner James I. McClammy. All members of the Davis Polk team are based in the New York office. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. The court on December 12, 2017, entered the order confirming the third amended joint Chapter 11 plan of reorganization of GenOn Energy, Inc. and its affiliates. GREIF INC: Moody's Reviews Ba2 CFR for Downgrade on Increasing Debt ------------------------------------------------------------------- Moody's Investors Service placed the Ba2 corporate family rating, Ba2-PD probability of default rating, and all instrument ratings of Greif Inc. and Greif Luxembourg Finance SCA under review for downgrade. The review follows Greif's December 20, 2018 announcement that it had entered into an agreement to buy Caraustar Industries, Inc. from H.I.G.Capital in a cash transaction valued at $1.8 billion. The transaction is subject to customary closing conditions and is expected to close during the first quarter of 2019. Headquartered in Austell, Georgia, Caraustar Industries, Inc. is an integrated manufacturer of 100% recycled paperboard and converted paperboard products. Caraustar serves the four principal recycled boxboard product end-use markets: tubes and cores, folding cartons, gypsum facing paper and specialty paperboard products. The company has 13 paper mills that produce both uncoated recycled board and coated recycled board, 42 tube and core converting plants, 7 folding carton converting plants and 1 composite can facility. Caraustar reported sales of $1.35 billion in the twelve months ended September 30, 2018. Caraustar is a portfolio company of H.I.G. Capital and does not publicly disclose its financials. On Review for Downgrade: Issuer: Greif Luxembourg Finance SCA Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba3 (LGD5) Issuer: Greif, Inc. Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba3 (LGD5) Outlook Actions: Issuer: Greif Luxembourg Finance SCA Outlook, Changed To Rating Under Review From Stable Issuer: Greif, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade reflects the significant incremental debt, change in risk profile and the integration risk inherent in the transaction. Pro forma LTM leverage of over 4.5 times exceeds the stated 4.2 times rating trigger (excluding synergies). The acquisition will increase Greif's revenue by 35% and add exposure to recycled boxboard product end-use markets. Moody's review will focus on pro forma credit metrics at close, projected synergies and plan to deleverage. The review will also focus on the integration plan, cost to integrate and management's strategy for managing the new segment. The corporate family rating downgrade, if any, is expected to be no more than one notch. Strengths in Greif's credit profile include modest financial leverage and comfortable interest coverage for the rating category. Strengths also include the company's size, market position and its geographic, customer and end market diversity. Greif's business operations are closely embedded into customer's operations and Greif has long term relationships with many of its customers. The rating also benefits from the company's good liquidity profile. Weaknesses in Greif's credit profile include inherent cyclicality and weak margins. The rating is also constrained by the commoditized product line and lengthy pass-throughs for raw material price increases and lack of pass-throughs for other costs. Greif, Inc., headquartered in Delaware, Ohio, is one of the leading global industrial packaging products and services companies. Greif produces steel, plastic, fiber and corrugated and multi-wall containers for a wide range of industries. Greif also provides services, such as container lifecycle management and blending, produces containerboard and manages timber properties in North America. For the 12 months ended July 31, 2018, the company generated approximately $3.85 billion in revenue. GUTTER CAP OF FLORIDA: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Gutter Cap of Florida, Inc. as of Dec. 21, according to a court docket. About Gutter Cap of Florida Gutter Cap of Florida, Inc. -- http://www.guttercapflorida.com/-- is a provider of gutters and gutter protection products serving Florida and Southern Georgia areas. Gutter Cap's patented design uses liquid physics, combining water surface tension, cohesion and adhesion, allowing rainwater to adhere to the dome of the cap while leaves, sticks, and other debris, simply fall from the roof to the ground. Gutter Cap of Florida is headquartered in Duval County and provides gutter cap installation in Jacksonville, Tampa, St. Petersburg, Amelia Island, Daytona, Fernandina Beach, Gainesville, Lake City, Ocala, Orange Park, Orlando, Ormond Beach, Palatka, Palm Coast, St. Augustine, Tallahassee, Florida and BainBridge, St. Simons, Thomasville, Cocoa, Valdosta, Georgia. Gutter Cap of Florida, based in Jacksonville, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-03913) on Nov. 7, 2018. In the petition signed by William Barton Crews, president, the Debtor disclosed $101,426 in assets and $1,023,816 in liabilities. The Law Offices of Jason A. Burgess, LLC, led by principal Jason A. Burgess, Esq., serves as bankruptcy counsel to the Debtor. H. BURKHART: McGuirks Buying Knox Property for $230K ---------------------------------------------------- H. Burkhart and Associates, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of interest in the real property known as 147 Heeter Road, Knox, Pennsylvania to Jacob N. McGuirk and Jenny R. McGuirk for $230,000, subject to higher and better offers. Among the assets of the Debtor's estate is the Premises. The Buyers and the Debtor have entered into the Agreement of Sale for the sale and assignment of the Premises to the Buyers. The purchase price of $230,000 is payable at closing, which will occur within 30 days after the later of the (i) Court Order approving the sale of the Premises becoming a final; and (ii) non-appealable Order or approving confirmation of the Debtor's Plan of Reorganization. Notwithstanding the foregoing, upon reasonable notice to Debtor, the Buyers may elect to close at any time after the Order approving the sale of the Premises and Lease becomes final and non-appealable Order. The Buyers' offer is further subject to these conditions: a. The Buyers will deposit$1,000 with Brian C. Thompson, the counsel to the Debtor, which will be placed in his firm's escrow account. b. The Debtor agrees that, effective as of the date the Debtor and the Buyers entered into the Agreement of Sale and until the Closing Date, the Premises will be kept in "as is" condition and that all acts required with respect to any portion of the Premises will be made in order to correct any violations of which Debtor will receive written notice after the Effective Date from any governmental body having jurisdiction over the Premises and in order to allow Debtor to deliver the Premises to the Purchasers in the same condition as exists on the date thereof. c. The Premises will be conveyed to the Buyers with good and marketable title as is insurable by a reputable title insurance company at the regular rates, and will be free and clear of any liens, encumbrances and claims to the fullest extent allowable by the Bankruptcy Court. d. The balance of the Purchase Price will be paid to the Estate in certified funds at the Closing. e. The Hand Money Deposit will be applicable to the Purchase Price at Closing. The Debtor will file a motion to approve Bidding Procedures simultaneously with the filing of the Motion. The Bidding Procedures Motion and, if and when approved, the Order of Court approving bidding procedures and other matters to the sales process, will be posted on the Court's EASI website at www.pawb.uscourts.gov. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/H_Burkhart_233_Sales.pdf A hearing on the Motion is set for Jan. 17, 2019 at 11:30 a.m. The Purchasers: Jacob N. and Jenny R. McGuirk 4052 Route 38 Enlenton, PA 15373 About H. Burkhart and Associates H. Burkhart and Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10750) on Aug. 3, 2016. The petition was signed by Henry F. Burkhart, III, owner. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Brian C. Thompson, Esq., at Thompson Law Group, P.C. HARD ROCK: Trustee Seeks to Hire Suttle & Stalnaker as Accountant ----------------------------------------------------------------- Robert Leasure, Jr., the Chapter 11 trustee for Hard Rock Exploration Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire an accountant. The trustee proposes to employ Suttle & Stalnaker, PLLC to prepare tax returns for the company and its affiliates for the year ended December 31, 2018. The firm will also assist in the preparation of tax returns for Hard Rock Partners 2004-A, LP and six other limited partnerships where Hard Rock Exploration is the general and managing partner. Suttle & Stalnaker has supplied a series of flat fee quotes totaling $130,302.39 to prepare the tax returns as follows: Entity Flat Fee ------ -------- Hard Rock Exploration, Inc. $12,900 Caraline Energy Corporation $2,625 Hard Rock Land Services, LLC $525 Blue Jacket Partnership $525 Blue Jacket Gathering, LLC $525 Brothers Realty $525 HR 2004A LP $3,835 HR 2009A LP $4,385 HR 2010A LP $14,465 HR 2011A LP $41,160 HR 2012A LP $30,680 HR 2013A LP $8,475 HR 2014A LP $8,000 Postage for K-1 mailing $1,677.39 Miri Hunter, a member of Suttle & Stalnaker, disclosed in a court filing that the firm and its members and associates are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Miri D. Hunter Suttle & Stalnaker, PLLC 1411 Virginia Street East Charleston, WV 25301 Phone: 304-343-4126 Toll Free: 1-800-788-3844 Fax: 304-343-8008 E-mail: mhunter@suttlecpas.com About Hard Rock Exploration Founded in 2003, Hard Rock Exploration, Inc., and its affiliates provide oil and gas exploration and production services in Virginia and West Virginia. Hard Rock focuses on drilling horizontal wells. Hard Rock Exploration, Inc., and its affiliates filed a Chapter 11 petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5, 2017. In the petitions signed by James L. Stephens, the Debtors' president, Hard Rock estimated $10 million to $50 million in assets and liabilities; and Caraline Energy estimated $10 million to $50 million in assets and liabilities. The Hon. Frank W. Volk oversees the case. Christopher S. Smith, Esq., of Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell PLLC, serve as counsel to the Debtors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 18, 2017. The committee tapped Whiteford, Taylor & Preston LLP as its legal counsel. Robert W. Leasure, Jr., was appointed as the Chapter 11 trustee on Jan. 3, 2018. The Trustee tapped Jackson Kelly PLLC as his legal counsel. HAYES & HAYES: Seeks Authorization on Cash Collateral Use --------------------------------------------------------- Hayes & Hayes Enterprises, LLC, seeks authorization from the U.S. Bankruptcy Court for the Western District of North Carolina to allow it to use of cash collateral during the Chapter 11 proceeding. The cash collateral will be used to pay operating and other necessary expenses so that Debtor will continue operations during the Chapter 11 proceeding. The Debtor owns multiple tracts of commercial real property. Certus Bank, NA, filed a Deed of Trust and Assignment of Leases and Rents for two tracts of real property located at 596 Central Street, Hudson, NC 28638. Subsequently Certus Bank merged with Pinnacle Bank. Pinnacle Bank is now owed $206,569 on its Promissory Note and related Deed of Trust. The Debtor proposes to pay Pinnacle Bank interest payments at the contract rate of 4.75% in the amount of $817.67 per month until confirmation of the Reorganization Plan as adequate protection. The real property is leased to Caldwell Discount Drug Company, Inc., which operates a pharmacy out of the property, and is the Debtor's sole source of income. Caldwell is owned by the same parties who own Hayes & Hayes Enterprises, LLC, being John and Selena Hayes. The Debtor also owns 4 tracts of commercial real property located off Main Street, Hudson, NC. This property is currently vacant with no rent paying tenant. BB&T Bank holds a Deed of Trust and Assignment of Rents and Leases on this property with a debt of $626,915. The Debtor's Plan is to sell the property to pay down on BB&T's debt. The Debtor intends to propose a Reorganization Plan that will continue to operate the business and pay the creditors over a period of years. This case will include continuing to rent some tracts and surrender other tracts of real property to reduce debt and paying creditors over a period of years. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ncwb18-50750-3.pdf About Hayes & Hayes Enterprises Hayes & Hayes Enterprises, LLC owns six commercial lot properties located in Hudson, North Carolina having a total current value of $821,079. Hayes & Hayes Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-50750) on Nov. 30, 2018. In the petition signed by John W. Hayes, member/manager, the Debtor disclosed $821,110 in total assets and $3,460,509 in total liabilities. Robert P. Laney, Esq. at McElwee Firm, PLLC is the Debtor's counsel. HOVNANIAN ENTERPRISES: Posts $4.5-Mil. Net Income in Fiscal 2018 ---------------------------------------------------------------- Hovnanian Enterprises, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $4.52 million on $1.99 billion of total revenues for the year ended Oct. 31, 2018, compared to a net loss of $332.19 million on $2.45 billion of total revenues for the year ended Oct. 31, 2017. As of Oct. 31, 2018, the Company had $1.66 billion in total assets, $2.11 billion in total liabilities, and a total stockholders' deficit of $453.50 million. "We are largely dependent on our current cash balance and future cash flows from operations (which may not be positive) to enable us to service our indebtedness, to cover our operating expenses, and/or to fund our other liquidity needs. Cash used in and provided from operating activities in fiscal 2018 and fiscal 2017 were $66.8 million and $301.6 million, respectively. Depending on the levels of our land purchases, we could generate negative or positive cash flow in future years. In 2016, we used a significant portion of cash to repay debt because financing was unavailable to us in the capital and loan markets. If the homebuilding industry does not experience improved conditions over the next several years, our cash flows could be insufficient to fund our obligations and support land purchases; if we cannot buy additional land we would ultimately be unable to generate future revenues from the sale of houses. In addition, we will need to refinance all or a portion of our debt on or before maturity, which we may not be able to do on favorable terms or at all. If our cash flows and capital resources are insufficient to fund our debt service obligations or we are unable to refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital, or restructure our indebtedness. These alternative measures may not be successful or, if successful, made on desirable terms and may not permit us to meet our debt service obligations. We have also entered into certain cash collateralized letters of credit agreements and facilities that require us to maintain specified amounts of cash in segregated accounts as collateral to support our letters of credit issued thereunder. If our available cash and capital resources are insufficient to meet our debt service and other obligations, we could face liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or the proceeds from the dispositions may not be permitted under the terms of our debt instruments to be used to service indebtedness or may not be adequate to meet any debt service obligations then due," the Company stated in the Annual Report. A full-text copy of the Form 10-K is available for free at: https://is.gd/sHdLGa About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. * * * In August 2018, Moody's Investors Service affirmed Hovnanian Enterprises, Inc.'s ratings, including its Caa1 Corporate Family Rating. Moody's said the rating action reflects Moody's view that the controversy surrounding the company's financing with interest payment restrictions and related derivatives market considerations appears to have been resolved and risks of potential near-term default events have somewhat subsided. As reported by the TCR on July 11, 2018, S&P Global Ratings raised its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises to 'CCC+' from 'CC'. The rating outlook is negative. S&P said "The upgrade of Hovnanian reflects the conclusion of the proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes." In June 2018, Fitch Ratings upgraded Hovnanian Enterprises' Issuer Default Rating (IDR) to 'CCC' from 'C'. The rating action follows the company's announcement that it has cured the default associated with the non-payment of interest that was due on May 1, 2018 on $26 million of 8% notes due 2019 held by K. Hovnanian at Sunrise Trail III, LLC and the withdrawal of the exchange offer of the 10% and 10.5% notes for new 3% unsecured notes. HOYT CONTRACTORS: Asks Court to Continue to Employ CEO, Manager --------------------------------------------------------------- Hoyt Contractors, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to continue to employ and compensate two "insiders" of the company, saying their services are required for the continued operations of its business. In its motion, Hoyt Contractors proposes for the continued employment of Terry Hoyt, the company's chief executive officer and president, and Rease Hoyt, general manager. Both are 100% owners of the company. The company has "sufficient income" from its business operations to compensate the employees at their current rate of pay, according to its attorney Phillip Wallace, Esq., at Phillip K. Wallace, PLC, in Mandeville, Louisiana. About Hoyt Contractors Hoyt Contractors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 18-13255) on Dec. 7, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Elizabeth W. Magner oversees the case. The Debtor tapped Phillip K. Wallace, PLC as its legal counsel. INNOVATIVE CONSTRUCTION: Authority to Use Cash Collateral is Final ------------------------------------------------------------------ The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania, at the behest of Innovative Construction Mechanical LLC, has ordered and decreed that the terms included in the Order Authorizing Use of Cash Collateral entered on Nov. 5, 2018 are final. About Innovative Construction Mechanical Innovative Construction Mechanical LLC filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-11088) on Oct. 23, 2018. In the petition signed by Thomas R. Eaton, owner, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. The Debtor is represented by Daniel P. Foster, Esq., at Foster Law Offices. No official committee of unsecured creditors has been appointed in the Chapter 11 case. JLBV LLC: Jan. 15 Disclosure Statement Hearing ---------------------------------------------- The hearing to consider approval of the disclosure statement explaining JLBV LLC's plan of reorganization is set for January 15, 2019, at 2:00 P.M. Written objections to the adequacy of the Disclosure Statement shall be filed with the Clerk of the Court and served upon counsel for the Debtor, Counsel for the Creditor's Committee, and upon the United States Trustee in no later than 14 days prior to the hearing before the Court, unless otherwise directed by the Court. About JLBV LLC JLBV LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-23670) on July 9, 2018 and is represented by Timothy P. Neumann, Esq. KERO TAXI: Seeks to Hire Wisdom Professional as Accountant ---------------------------------------------------------- Kero Taxi, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an accountant. The Debtor proposes to employ Wisdom Professional Services Inc. to assist in the preparation of its monthly operating reports. WPS will charge $225 per report. The firm's estimated monthly cost is $225 while the estimated total cost of its services is $3,600. Michael Shtarkman, a certified public accountant employed with WPS, 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: Michael Shtarkman Wisdom Professional Services Inc. 2546 East 17th St., 2nd Floor New York, NY 11235 Phone: +1 718-554-6672 About Kero Taxi Corp. Kero Taxi, Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-46573) on Nov. 13, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Carla E. Craig. The Debtor tapped the Law Offices of Alla Kachan, P.C., as its legal counsel. L.E. DIETRICH: Seeks to Hire Hosler Commercial as Realtor --------------------------------------------------------- L.E. Dietrich, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire a realtor. The Debtor proposes to employ Hosler Commercial, Inc. in connection with the sale of its real estate located at 1587 West North Street, Kendallville, Indiana. Hosler will get a commission of 2% of the gross sales price. The Debtor will offer the property for sale at $675,000. Monica Fassoth, a partner at Hosler and the realtor who will be providing the services, disclosed in a court filing that she and her firm do not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Monica J. Fassoth Hosler Commercial, Inc. 616 N. Sawyer Road Kendallville, IN 46755 Telephone: (260) 347-1158 Email: Monica@hoslercommercial.com About L.E. Dietrich L.E. Dietrich, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-12265) on Nov. 27, 2018. In the petition signed by its president, Bridget A. Wengert, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert E. Grant. The Debtor tapped Haller & Colvin, PC, as its legal counsel. LANE-GLO BOWL: Has Authority on Continued Cash Collateral Use ------------------------------------------------------------- The Hon. Michael G. Williamson of the United States Bankruptcy Court for the Middle District of Florida authorized Lane-Glo Bowl, Inc., to continue to use the cash collateral in which f Bank of the Ozarks asserts a lien. The Debtor owns the real property located at 1631 Old County Road 54, New Port Richey, Florida 34653 on which a bowling alley is located. The real property and the personal property located therein, is subject to a first mortgage and a security agreement in favor of Bank of the Ozarks As adequate protection, Bank of the Ozarks is granted a first priority perfected security interest in all postpetition cash collateral to the same extent, validity, and priority as the interest in such cash collateral that Bank of the Ozarks held as of the petition date. The post-petition lien and security interest in the Debtor's post-petition assets including cash collateral granted to Bank of the Ozarks will be in addition to all security interests or rights of set-off existing in favor of Bank of the Ozarks on the Petition Date and will be valid and perfected to the same extent, validity, and priority as Bank of the Ozarks' pre-petition lien therein effective as of the Petition Date without the need for Bank of the Ozarks to take any further action or make any further filing. A full-text copy of the Order is available at http://bankrupt.com/misc/flmb18-05861-73.pdf About Lane-Glo Bowl Lane-Glo Bowl, Inc., filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-05861) on July 16, 2018, listing under $1 million in both assets and liabilities, and is represented by Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A. The petition was signed by Chris L. Langlo, president. MARTIN'S FISHING: $57K Sale of Andrews Property to Sams Approved ---------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Martin's Fishing Tools and Rentals, Inc.'s sale of the real property known as 1075 SE 5001, Andrews, Texas to Sams Construction for $56,675. The Property is a 5-acre tract out of Block 3, Section 23, Andrews County, Texas. The sale is free and clear of all mortgages, encumbrances and liens. All liens secured by the property that is the subject of the sale will attach to the proceeds realized from the sale. The proceeds realized from the sale will be paid by act of the closing agent to pay for all contracted closing costs and attorneys' fees associated with the sale, including real estate commission due Remax as appropriate as per the contract, then to the payment of all ad valorem taxes, penalties and interest, if any, to the Andrews County Appraisal District, as well as all prorated taxes for calendar year 2018. Notwithstanding anything to the contrary contained in the Sale Motion or the related Sale Contract, the Buyer will take the Property subject to ad valorem tax liens which secured payment of the 2018 ad valorem taxes assessed or to be assessed against the Property, and these liens will remain until the 2018 taxes are paid in full. The Order is effective immediately and is not stayed for 14 days following the entry of the Agreed Order. About Martin's Fishing Tools Martin's Fishing Tools and Rentals, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-70158) on Sept. 27, 2017. Linda Martin, its president, signed the petition. At the time of the filing, the Debtor estimated assets of $100 million to $500 million and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. The Debtor tapped Mullin Hoard & Brown, LLP, as its legal counsel. MERCANTILE ADJUSTMENT: Day Sues over Debt Collection Practices -------------------------------------------------------------- CHRISTOPHER DAY, individually and on behalf of all others similarly situated, Plaintiff v. MERCANTILE ADJUSTMENT BUREAU LLC, Defendant, Case No. 6:18-cv-06810-MAT (W.D.N.Y., Nov. 14, 2018) seeks to stop the Defendant's unfair and unconscionable means to collect a debt. Mercantile Adjustment Bureau, LLC provides collection and accounts receivable management services to lenders, debt purchasers, and universities in the United States. Mercantile Adjustment Bureau LLC was founded in 1934 and is headquartered in Williamsville, New York with an additional office in Rochester, New York. [BN] The Plaintiff is represented by: Alexander Jerome Douglas, Esq. DOUGLAS FIRM, P.C. 36 West Main Street, Suite 500 Rochester, NY 14614 Telephone: (585) 703-9783 E-mail: alex@lawroc.com METRO FINISHES: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Metro Finishes, LLC, seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral in the ordinary course of its business to the extent provided in the budget. The Debtor continues to incur debtor-in-possession expenses, including U.S. Trustee fees, and monthly obligations pursuant to its agreements with the various clients. As a result, the Debtor requires the use of cash collateral to pay these expenses during the chapter 11 proceeding. The Debtor estimates it will require the use of approximately $445,885 of cash collateral to continue to maintain operations through Dec. 31, 2018, and depending on the month, a greater or lesser amount will be required each comparable period thereafter. ASSN Company may assert a first-priority security interest in the Debtor's accounts and inventory by virtue of a recorded lien on the Debtor's personal property. As of the Petition Date, the Debtor owed ASSN unknown amount, which may be secured by a blanket lien on the Debtor's personal property. The Debtor believes AKF, Inc. d/b/a FundKite; Corporation Service Company, as Representative; and Funding Metrics, LLC may claim an inferior interest in the Debtor's accounts receivable and inventory by virtue of alleged liens on the Debtor's personal property. The Debtor believes the Interior Interests are wholly unsecured due to the outstanding amounts owed to creditors with superior security interests in the Debtor's property, or due to disputes over the basis for such creditors' respective alleged security interests. As adequate protection for the use of Cash Collateral, the Debtor proposes to grant Secured Creditors replacement liens to the same validity, extent, and priority as their respective prepetition liens. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-07371-11.pdf About Metro Finishes Metro Finishes is a Florida limited liability company formed on Dec. 26, 2001. Metro Finishes strategically designs and implements surface finishes, painting techniques, decorative custom artwork and specialty construction services to transform ordinary spaces in venues ranging from residences to restaurants to theme parks, from leased premises located at 1515 Vassar Street, Orlando, Florida 32804. Metro Finishes, L.L.C., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-07371), on November 29, 2018. In the petition signed by Charles Marklin, authorized representative of the Debtor, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by Jeffrey S. Ainsworth of BransonLaw, PLLC. MIDATECH PHARMA: Collaborates with Major Regional Pharma Company ---------------------------------------------------------------- Midatech Pharma has entered into an agreement with a major regional corporation, in which the Partner will evaluate Midatech's Q-Sphera microsphere sustained release technology for use with the Partner's materials. Under the collaboration agreement, the Partner will conduct a feasibility program using Midatech's Q-Sphera technology. No financial terms have been disclosed. The agreement follows the positive clinical 'proof-of-concept' in August this year for Q-Sphera as a sustained release drug platform in the MTD201 first-in-human study. This study was a key inflection and validation point for both the Q-Sphera technology, as well as its application in a therapeutic product MTD201 for carcinoid cancer and acromegaly. Q-Sphera is the next generation micro-encapsulation and polymer-depot sustained release (SR) drug delivery platform developed by Midatech using a novel and disruptive printing-based process, with significant and distinct advantages over conventional technologies. From a manufacturing perspective Q-Sphera is an improved precise, scalable, efficient, and environmentally friendly microparticle manufacturing platform. From a clinical profile perspective it ensures homogenous microparticles that release active drug compounds into the body in a linear, well controlled and predictable manner over an extended period of time. Finally, from a convenience perspective Q-Sphera allows simpler and quicker reconstitution, improved injectability and less painful injections due to the smaller needle size required. The global controlled release market size is in the order of $32bn, and the current market for sustained release microsphere products is approximately $6bn pa which includes blockbuster drugs for oncology, hormonal disorders, autoimmune diseases, various mental health disorders, alcohol/ drug dependence and pain management. Commenting on the announcement, Dr Craig Cook, chief executive office of Midatech Pharma, said: "We are delighted to announce this partnership with a leading global pharmaceutical corporation. This marks another important step in the development of our impressive Q-Sphera technology, after the positive clinical 'proof of concept' first-in-human study earlier this year in carcinoid cancer and acromegaly. Together with partnerships such as the one being announced we are focused on increasing our traction in the sustained delivery market, where we hope to establish Q-Sphera as the leading platform. Our innovative sustained release technology has the potential to improve the efficacy, safety and convenience of existing drugs by enabling improved clinical release profiles of drugs. We look forward to the results of this feasibility collaboration, as well as further developing the platform and working with this partner and others looking to capture a share of the multibillion dollar market for sustained release treatments." For more information, please contact: Midatech Pharma PLC Craig Cook, CEO +44 (0)1235 888300 www.midatechpharma.com Panmure Gordon (UK) Limited (Nominated Adviser and Broker) Corporate finance: Freddy Crossley / Emma Earl Corporate broking: James Stearns +44 (0)20 7886 2500 Consilium Strategic Communications (Financial PR) Mary Jane Elliott / Nicholas Brown / Angela Gray +44 (0)20 3709 5700 midatech@consilium-comms.com Westwicke Partners (US Investor Relations) Chris Brinzey +1 339 970 2843 chris.brinzey@westwicke.com About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. The Company is developing a range of improved chemo-therapeutics or new immuno-therapeutics, using its three proprietary platform drug delivery technologies, all of which are in the clinic. Midatech is headquartered in Oxfordshire, with an R&D facility in Cardiff and a manufacturing operation in Bilbao, Spain. The report from the Company's independent accounting firm BDO LLP, in Reading, United Kingdom, the Company's auditor since 2014, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating 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. Midatech reported a loss before tax of GBP17.32 million in 2017 following a loss before tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MONSTER CONCRETE: Proposes Online Sale of Equipment --------------------------------------------------- Monster Concrete and Excavation, Inc., and Monster Concrete, LLC, ask the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of the following pieces equipment: (i) 2000 F250 for $6,000; (ii) 1999 F250 for $,6000; (iii) 2000 F550 for $7,250; (iv) 2000 F450 for $7,250; (v) 1988 L900 Boom Truck for $16,000; (vi) 2005 Mack Granite Dump Truck (blown engine) for $16,000; (vii) 1990 Internation Flat Bed for $6,500; (viii) 1991 Internation Flat Bed for $6,500; (ix) 1991 Internation Form Truck for $20,000; (x) full set of Symons forms and components for $22,000; (xi) Fork Lift for $3,500; and (xii) 2017 Welding Air Compressor and Generator Machine for $6,000, on the following nationally recognized equipment sale websites: equipment trailer.com; trucktrader.com; eBay and Craigslist. Pre-petition, the Debtors owned the Equipment. Also, pre-petition, the Debtors owed Bravo Capital approximately $13,500 which is secured by a lien of the 2005 Mack Dump Truck. Post-petition, the Debtors had subcontracted with Nelco International for several concrete finishing jobs across the United States. The Debtor was recently forced to abandon at least one of the jobs due to non-payment by Nelco. Currently, Nelco owes the Debtors approximately $290,000 for work and labor performed. The Debtor anticipates filing appropriate liens and action against Nelco to recover what is due. As a result of being forced off these job sites, the Debtors currently has a large amount of equipment which it will no longer need to operate its business subject to final approval from the Court. They've listed the Equipment for sale on the following nationally recognized equipment sale websites: equipment trailer.com; trucktrader.com; eBay and Craigslist. All Equipment is to be sold "as is, where is" and without warranty. The Debtors propose that they'd be allowed to sell the Equipment utilizing websites and outlets described. They further propose that they'd not be required to obtain further Orders from the Court so long as the Equipment is sold for a price not less than 10% of sales price listed. Additionally, the Debtors will file a report with the Court for the sale of each piece of Equipment. The report will contain the name of the Buyer and the amount paid for the Equipment. Under no circumstances will the Debtors sell any Equipment to an Insider or Affiliate. Furthermore, all sale proceeds will be deposited into the Debtors' DIP account at North Alabama Bank. The Debtors therefore desire to sell the Equipment free and clear of all liens, claims, interests and encumbrances and further ask that a portion of the sale proceeds from the 2005 Dump Truck be paid to Bravo Capital in satisfaction of its lien. Finally, the Debtors ask that any Order approving the sale be effective upon entry and that the stay provisions under Rule 6004(h) not apply. About Monster Concrete Based in Huntsville, Alabama, Monster Concrete and Excavation, Inc., and Monster Concrete, LLC, are involved in the concrete business and are owned by Steve Williams. Monster Concrete and Excavation, Inc., and Monster Concrete, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018. Judge Clifton R. Jessup, Jr., presides over the cases. Heard, Ary & Dauro, LLC, is the Debtors' legal counsel. The Court has not appointed a trustee or examiner nor has any official committee been established in the bankruptcy case. MORGAN ADMINISTRATION: Taps Sugar Felsenthal as Legal Counsel ------------------------------------------------------------- Morgan Administration, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; represent them in negotiation with their creditors; assist them in any potential sale of their assets; and provide other legal services related to their Chapter 11 cases. The attorneys who are likely to work for the Debtors and their hourly rates are: Customary Capped Professional Hourly Rate Hourly Rate ------------ ----------- ----------- Jonathan Friedland $860 $600 Mark Melickian $800 $590 Elizabeth Vandesteeg $725 $580 David Madden $440 $440 John O'Connor $500 $490 Hajar Jouglaf $295 $295 Other attorneys and paralegals may also serve the Debtors at rates ranging from $295 to $600 per hour for attorneys, and from $125 to $320 per hour for paralegals and law clerks. The Debtors paid the firm a total of $380,000 as an advance payment retainer. In addition to the retainer, the Debtors advanced $18,887 to the firm for the filing fees. Sugar Felsenthal is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jonathan Friedland, Esq. Mark Melickian, Esq. Elizabeth B. Vandesteeg, Esq. Jack O'Connor, Esq. Sugar Felsenthal Grais & Helsinger LLP 30 N. LaSalle St., Suite 3000 Chicago, IL 60602 Telephone: 312.704.9400 Facsimile: 312.372.7951 E-mail: jfriedland@SFGH.com E-mail: mmelickian@SFGH.com E-mail: evandesteeg@SFGH.com E-mail: joconnor@SFGH.com About Morgan Administration Morgan Administration, Inc., and its subsidiaries are privately-held companies in Waukegan, Illinois that operate household appliance stores. They collectively do business under the trade name Home Owners Bargain Outlet or HOBO. Morgan Administration and 10 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 18-30039) on Oct. 25, 2018. In the petition signed by Leo Schmidt, president, Morgan Administration estimated $100,000 to $500,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Jacqueline P. Cox. The Debtors tapped Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger LLP, as bankruptcy counsel; and Michael Goldman of KCP Advisory Group LLC as their chief restructuring officer. On Nov. 5, 2018, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors of Morgan Administration. The Committee retained Freeborn & Peters LLP as counsel. NEIGHBORHOOD HEALTH: Trustee Seeks to Hire Nisivoccia as Auditor ---------------------------------------------------------------- Stephen Falanga, the Chapter 11 trustee for Neighborhood Health Services Corporation, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an auditor. The trustee proposes to employ Nisivoccia LLP to conduct an annual audit of the Debtor's financial statements for the fiscal year ended June 30, 2018; prepare federal and state information returns for the fiscal year ended June 30, 2018; and prepare its 2018 cost report. Nisivoccia will be paid a flat fee of $5,000 for the cost report and a maximum of $62,500 for the audit of the financial statements. The firm's hourly rates range from $120 for staff to $375 for partners. Anthony Rispoli, a partner at Nisivoccia, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Nisivoccia can be reached through: Anthony Rispoli Nisivoccia LLP 200 Valley Road, Suite 300 Mt. Arlington, NJ 07860 Phone: (973) 328-1825 Email: arispoli@nisivoccia.com About Neighborhood Health Services Neighborhood Health Services Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 15-10277) on Jan. 7, 2015. In the petition signed by Siddeeq El Amin, chairman, board of directors, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Vincent F. Papalia oversees the case. Giordano, Halleran & Ciesla, P.C. is the Debtor's bankruptcy counsel. NICHOLAS L HUGENTOBLER: Seeks Authority to Use Cash Collateral -------------------------------------------------------------- Nicholas L Hugentobler PC seeks authority from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral in the ordinary course of its business. The Debtor believes it will collect approximately $687,005 of the accounts receivable. The Debtor contends that it will be replacing its accounts, cash, and cash equivalents in the course of its daily operations and therefore the collateral base will remain stable and will improve over time. The Debtor's cash position is projected to be positive after meeting expenses during the term of the Chapter 11 case. The Debtor plans to continue operation of its business throughout the Chapter 11 case and propose a Plan of Reorganization which provides for the continuation of the Debtor's business. In order to pay necessary operating expenses, the Debtor proposes to use cash collateral during the term of this Chapter 11 proceeding. Prepetition, in November 2017, the Debtor entered into a loan agreement with Alpine Bank. Pursuant to the loan agreement, Alpine Bank is secured by a first position lien on substantially all of the Debtor's assets, including its equipment, accounts receivables, cash, and accounts. As of the Petition Date, the Debtor's books and records indicate that the total amount owed to Alpine Bank on account of its secured loans is $617,426. Additionally, in April 2018, the Debtor also entered into a loan agreement with Strategic Funding. Pursuant to the loan agreement, Strategic Funding is secured by a second position lien on substantially all of the Debtor's assets, including its equipment, accounts receivables, cash, and accounts. As of the Petition Date, the total amount owed to Strategic Funding on account of its secured loan is $265,464. In order to provide adequate protection for the Debtor's use of cash collateral to secured creditors, the Debtor has proposed adequate protection for secured creditors in the order of their relative priorities as set forth below. The proposal provides the following treatment on account of cash collateral: (a) The Debtor will provide secured creditors with a post-petition lien on all post-petition inventory, accounts receivable, and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of secured creditor's interest in the collateral. All replacement liens will hold the same relative priority to assets as did the pre-petition liens; (b) The Debtor will only use cash collateral in accordance with the Budget, subject to a deviation on line item expenses not to exceed 15% without the prior agreement of secured creditors or an order of the Court; (c) The Debtor will keep all of secured creditor's collateral fully insured; (d) The Debtor will provide secured creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and (e) The Debtor will maintain in good repair all of secured creditor’s collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cob18-20352-13.pdf About Nicholas L Hugentobler Nicholas L Hugentobler PC is a medical group that specializes in podiatry. Based in Durango, Colorado, Nicholas L Hugentobler filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-20352) on Nov. 29, 2018. In the petition signed by Nicholas L. Hugentobler, president, the Debtor disclosed $1,683,547 in assets and $2,822,012 in liabilities. The Hon. Michael E. Romero is the case judge. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., represents the Debtor. OOTZIE PROPERTIES: Hires Kaplin Stewart for Malpractice Claims -------------------------------------------------------------- Ootzie Properties-CB, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire a special counsel. The Debtor proposes to employ Kaplin Stewart Meloff Reiter & Stein, PC to pursue a potential claim against its former attorneys for alleged legal malpractice. Sandhya Feltes, Esq., principal of Kaplin, disclosed in a court filing that the firm and its members are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Kaplin can be reached through: Sandhya M. Feltes, Esq. Kaplin Stewart Meloff Reiter & Stein, PC Union Meeting Corporate Center 910 Harvest Drive, Suite 200 P.O. Box 3037, Blue Bell PA, 19422 Phone: 610-941-2561 Fax: 610-684-2011 E-mail: sfeltes@kaplaw.com About Ootzie Properties-CB Ootzie Properties-CB, LLC, filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at South 24th and Hwy. 275 Industrial Council Bluffs, Iowa. Ootzie Properties-CB, based in Philadelphia, Pennsylvania, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-16398) on Sept. 26, 2018. In the petition signed by Anthony A. Cerone, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Eric L. Frank presides over the case. Allen B. Dubroff, Esq., at Allen B. Dubroff, Esquire & Associates, LLC, serves as bankruptcy counsel. PAUL A. DAY: Weight buying Draper Property for $1.6 Million ----------------------------------------------------------- Paul Andrew Day asks the U.S. Bankruptcy Court for the District of Utah to authorize the sale of a parcel of real estate located at 13556 South Tuscalee Way, Draper, Utah to Richard Weight for $1,632,500. The Debtor owns the parcel. The parcel is scheduled in the Debtor's schedule A. He proposes to sell the property to the Buyer pursuant to the terms of their Contract of Sale. The sale price is $1,632,500. Additionally, the Buyer has agreed to contribute $17,500 toward liens and judgments at the time of closing. The Debtor asserts that the offer represents the market value of the property. Pursuant to the proposed settlement statement, the realtor fees and closing costs must be retired as part of the transaction. The Debtor asks approval of payment of all such fees, costs and liens. Additionally, valid liens should attach to the sale proceeds. A short sale has been approved by the first and second mortgages. There is no equity beyond the first mortgage. The proposed settlement contains the liens proposed to be paid. All other liens should attach to the sale proceeds and be paid in their order of priority if any proceeds should exist beyond the first and second mortgage. Agent Gale Frandsen of Bershire Hathaway has performed services on behalf of the Debtor and the estate, pursuant to the listing agreement and the previously entered Order approving appointment of the realtor. The fees and costs should be allowed in the amounts, and in the splits with the Buyer's realtor, as proposed on the settlement statement. Pursuant to 11 USC Section 363(f)(2), Specialized Loan Servicing (first trust deed holder) and SMS Financial (as successor to Guarantee Bank) have accepted a short sale on the property. The tax liens of the Internal Revenue Service and the California Franchise Tax Board are proposed to be paid in their entirety in Debtor's plan. Their liens should attach to the proceeds as proposed; however, no proceeds are expected to be available for any junior lienholders other than Specialized Loan Servicing and SMS Financial. The Debtor is not receiving any proceeds from the transaction. The first trust deed holder has a pending motion for relief from stay. They have also accepted the terms of the short sale. In their motion, they allege the value of the property to be $1.2 million, pursuant to a broker price opinion. The terms of the sale, at the proposed sale price, benefits all creditors, the estate, and the Debtor inasmuch as it reduces or eliminates the potential deficiency balance of both the first and second mortgage companies. This frees up the Debtor's income to satisfy the tax claims and other unsecured creditors pursuant to the terms of the plan. Accordingly, the Debtor asks Court permission to sell the property free and clear of liens, with liens to attach to the sale proceeds, pursuant to the Contract and the terms of the proposed settlement statement. In the alternative, he asks approval of the sale subject to approval of valid lienholders, according to the same terms proposed. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Paul_Day_86_Sales.pdf Counsel for the Debtor: Brian D. Johnson, Esq. BRIAN D. JOHNSON, P.C. 290 25th St. Suite 208 Ogden, UT 84401 Telephone: (801) 394-2336 E-mail: courtmail@bdjexpresslaw.com Paul Andrew Day sought Chapter 11 protection (Bankr. D. Utah Case No. 17-27117) on Aug. 16, 2017. The Debtor tapped Brian D. Johnson, Esq., as counsel. PAYROLL MANAGEMENT: Seeks to Hire McCullar as Financial Advisor --------------------------------------------------------------- Payroll Management, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire McCullar & Company, LLC as its financial advisor and accountant. The firm will assist the Debtor in reviewing and updating its books and records; prepare its tax returns for 2017 and 2018; and provide other services in connection with its Chapter 11 case. The firm will charge these hourly fees: Robert McCullar, CPA $250 Staff Accountants $120 - $150 Bookkeeping Staff $60 - $80 McCullar & Company has requested an initial retainer of $10,000. No member of McCullar & Company holds or represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Robert L. McCullar McCullar & Company, LLC 2441 US Highway 98 W, Suite 108 Santa Rosa Beach, FL 32459 Tel: 850-622-0888 Fax: 850-622-5678 About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management Inc. was founded in 1986 and is based in Fort Walton Beach, Florida. Payroll Management, Inc., based in Navarre, FL, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018. In the petition signed by D. C. Mickle-Bee, chief executive officer, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. The Hon. Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. PETROQUEST ENERGY: Seeks to Hire Porter Hedges as Counsel --------------------------------------------------------- Petroquest Energy, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges LLP, as counsel to the Debtor. Petroquest requires Porter Hedges to: (a) provide legal advice with respect to the Debtors' rights and duties as debtors in possession and continued business operations; (b) assist, advise and represent the Debtors in analyzing the Debtors' capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtors in any cash collateral and postpetition financing transactions; (d) assist, advise and represent the Debtors in the formulation of a joint disclosure statement and plan of reorganization and to assist the Debtors in obtaining confirmation and consummation of a joint plan of reorganization; (e) assist, advise and represent the Debtors in any manner relevant to preserving and protecting the Debtors' estates; (f) investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtors' bankruptcy avoiding powers; (g) prepare on behalf of the Debtors all necessary applications, motions, answers, orders, reports, and other legal papers; (h) appear in Court and to protect the interests of the Debtors before the Court; (i) assist the Debtors in administrative matters; (j) perform all other legal services for the Debtors which may be necessary and proper in these proceedings; (k) assist, advise and represent the Debtors in any litigation matter; (l) continue to assist and advise the Debtors in general corporate and other matters previously described in the Application; and (m) provide other legal advice and services, as requested by the Debtors, from time to time. Porter Hedges will be paid at these hourly rates: Partners $425-$900 Of Counsel $265-$860 Associates/Staff Attorneys $295-$555 Paralegals $125-$335 During the one-year period prior to the Petition Date, Porter Hedges received $2,082,201.42 in total compensation from the Debtors. As of the Petition Date, the balance of the Retainer was $115,799.87. Porter Hedges will also be reimbursed for reasonable out-of-pocket expenses incurred. John F. Higgins, partner of Porter Hedges LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Porter Hedges can be reached at: John F. Higgins, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 228-1331 About Petroquest Energy, Inc. PetroQuest Energy, Inc. -- http://www.petroquest.com/-- is an independent oil and gas companies engaged in the exploration, development, acquisition and operation of oil and gas properties in Texas and Louisiana, primarily in the Cotton Valley, Gulf Coast Basin, and Austin Chalk plays. The Company maintains offices in Lafayette, Louisiana and The Woodlands, Texas. It currently employs 64 people and utilizes the services of an additional 8 specialized and trained field workers and engineers through third-party service providers. Petroquest along with its seven affiliates filed for chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 18-36322) on Nov. 6, 2018. In the petition signed by Charles T. Goodson, CEO and president, Petroquest estimated assets at $1 million to $10 million and estimated liabilities at $100 million to $500 million. The Hon. David R. Jones is the case judge. Porter Hedges LLP, led by John F. Higgins, Esq., Joshua W. Wolfshohl, Esq., and M. Shane Johnson, Esq., serves as counsel to the Debtors. The Debtors also tapped Seaport Global Securities as investment banker, FTI Consulting Inc as financial advisor, and Epiq Corporate Restructuring LLC as claims, noticing and solicitation agent. Henry Hobbs, Jr., acting U.S. trustee for Region 7, on Nov. 20 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of PetroQuest Energy, Inc. and its affiliates. The Committee hires Heller Draper Patrick Horn & Manthey, LLC, as counsel. PHILLIP TARVER: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Phillip Tarver Cattle Company, LLC as of Dec. 21, according to a court docket. About Phillip Tarver Cattle Co., LLC Phillip Tarver Cattle Company, LLC, based in Clinton, KY, filed a Chapter 11 petition (Bankr. Ky. Case No. 18-50728) on November 12, 2018. The Hon. Alan C. Stout presides over the case. Todd A. Farmer, Esq., at Farmer & Wright, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Philip Tarver, managing member. PIONEER ENERGY: Appoints New Chief Strategy Officer and COO ----------------------------------------------------------- Pioneer Energy Services Corp. announced that effective Jan. 1, 2019, Carlos Pena, previously executive vice president and president of Wireline and Coiled Tubing Services, will assume the role of executive vice president and chief strategy officer, and Brian Tucker, previously executive vice president and president of Drilling and Well Servicing, will assume the role of executive vice president and chief operating officer. As chief strategy officer, Mr. Pena will be responsible for developing and implementing company-wide short and long term strategic initiatives. As chief operating officer, Mr. Tucker will be responsible for leadership of all Pioneer Energy Services Corp. operations. About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/-- provides well servicing, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its three production services business segments. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its two drilling services business segments. Pioneer Energy reported a net loss of $75.11 million in 2017, a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of Sept. 30, 2018, Pioneer Energy had $752.9 million in total assets, $574.4 million in total liabilities and $178.5 million in total shareholders' equity. * * * Moody's Investors Service had upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Moody's said that Pioneer's 'Caa2' CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance. Moody's said that while the company's operating cash flow is expected to improve due to good demand for its drilling rigs and equipment services, Pioneer Energy Services' leverage metrics are weak, as reported by the Troubled Company Reporter on Nov. 13, 2017. PRECIPIO INC: All 7 Proposals Approved at Special Meeting --------------------------------------------------------- At a special meeting of the stockholders of Precipio, Inc. held on Dec. 20, 2018, the stockholders of the Company: (1) approved an amendment to Company's Third Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares. (2) authorized the Company's Board of Directors to, in its discretion, to amend the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Company's Board of Directors at any time prior to Dec. 20, 2019 without further approval or authorization of its stockholders. The Board of Directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion. (3) approved, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance and sale of more than 20% of the Company's common stock pursuant to the Company's purchase agreement with Lincoln Park Capital Fund LLC pursuant to which LPC has agreed to purchase from the Company, from time to time, up to $10,000,000 of its common stock. (4) approved for purposes of complying with applicable NASDAQ Listing Rules the potential issuance of more than 20% of the Company's common stock which may be issued by the Company to certain investors in connection with an amendment and restatement of the terms of that certain securities purchase agreement dated April 20, 2018 to allow, inter alia, for the potential issuance of up to $2,000,000 of additional Notes. (5) approved, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance of more than 20% of the Company's common stock to certain of the Company's creditors and/or claimholders in exchange for cancellation of existing indebtedness. (6) approved, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of the Company's issued and outstanding common stock in a certain offering. (7) approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt certain of the above proposals. The number of shares of Common Stock entitled to vote at the Special Meeting was 30,171,697. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 16,716,608. All matters submitted to a vote of the Company's stockholders at the Special Meeting were approved. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of Sept. 30, 2018, Precipio had $24.65 million in total assets, $15.47 million in total liabilities, and total stockholders' equity of $9.18 million. PREFERRED CARE: Transfer of Raton and Lordsburg Facilities Approved ------------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Raton Health Facilities, L.P. and Lordsburg Health Facilities, LP, affiliates of Preferred Care, Inc., to (i) transfer Raton's operations and assets of its Raton Nursing and Rehabilitation Center located at 1660 Hospital Drive, Raton, New Mexico to Raton Care Holdings, L.L.C.; and (ii) transfer Lordsburg's operations and assets of its Sunshine Haven at Lordsburg located at 603 Hadeco Drive, Lordsburg, New Mexico to Lordsburg Care Holdings, LLC. The Lease Terminations are approved pursuant to 11 U.S.C. Section 365. The leases associated with the Facilities will be rejected and terminated as of the Closing Date applicable to that Facility. The Debtors will transfer the respective Assets to the respective Purchaser on the Closing Dates, in accordance with each OTA, and free and clear of all Interests, rights and encumbrances whatsoever. Each of Debtors is authorized and directed to assume, then transfer and assign the respective Assumed Contracts to the respective Purchaser, subject to the terms of each OTA. Notwithstanding anything in the Sale Order or the respective OTAs, each Debtor will assume its Provider Agreement and will assign it to the applicable Purchaser, effective on the Closing Date and subject to each Debtor's payments to the United States of America. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), there is no stay pursuant to Bankruptcy Rule 6004(h) or 6006(d) and the Sale Order will be effective and enforceable immediately upon entry. About Preferred Care Preferred Care, Inc., is a Delaware corporation that is owned by Mr. Thomas Scott. PCI is a holding company for numerous wholly-owned, non-debtor subsidiaries that collectively own four mental health facilities located in Mississippi, a developmental facility in Florida, and a management contract for the operations of a skilled nursing home in Texas. The Debtors, other than PCI, 33 skilled nursing facilities in Kentucky and New Mexico. Their non-debtor affiliates operate an additional 75 skilled nursing facilities in ten additional states. Accordingly, the Debtors and their non-debtor affiliates operate 108 skilled nursing, assisted living and independent living facilities in 12 states (approximately 11,500 beds and 9,300 residents). Preferred Care, Inc., and 33 of its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017. The Debtors' bankruptcy proceedings have been jointly administered under the PCI's bankruptcy case. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. The committee tapped Gray Reed & McGraw LLP as its legal counsel. REAGOR-DYKES MOTORS: Ruling on $25M Assets Sale to KamKad Abated ---------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas abated consideration of the proposed bidding procedures of Reagor-Dykes Motors, LP, and its debtor-affiliates in connection with the sale of substantially all their assets to KamKad Automotive Holdings, LLC for $25,321,520, subject to overbid. A hearing on the Motion was held on Nov. 29, 2018. As announced in open court, the matters and all related issues are abated pending further order of the Court. About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, based in Lubbock, TX, and its debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones presides over the case. Mullin Hoard & Brown, L.L.P., led by David R. Langston, Esq., is serving as bankruptcy counsel to the Debtor. BlackBriar Advisors LLC personnel is serving as CRO for the Debtor. RED FORK (USA): $650K Sale of All Assets to JW Oklahoma Approved ---------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Red Fork (USA) Investments, Inc. and EastOK Pipeline, LLC to sell substantially all assets to JW Oklahoma Acquisitions Company, LLC for $650,000. The sale is free and clear of all Claims and Interests. All valid and properly perfected Liens against the Purchased Assets will attach to the proceeds of the Sale. The net proceeds of the Sale will be applied (a) first, to permanently repay the DIP Obligations, (b) second, to permanently repay the Prepetition Obligations pursuant to the terms of the Credit Agreement, and (c) to the extent any proceeds remain after satisfaction of all DIP Obligations and all Prepetition Obligations, third, to repay holders of other valid and properly perfected Liens in the order of their priority. The Debtors are authorized and directed to assign to the Prepetition Agent or its designee, upon closing of the Sale, all of the Debtors' right, title and interest in and to the Purchase Note, to be applied to permanently repay a portion of the DIP Obligations as set forth. The Debtors are authorized and directed in accordance with Sections 105(a), 363, and 365 of the Bankruptcy Code to (a) assume and assign to the Purchaser, effective upon the Closing Date, the Contracts free and clear of all Claims and Interests or other interests of any kind or nature whatsoever and (b) execute and deliver to the Purchaser such documents or other instruments as may be necessary to assign and transfer the Contracts to the Purchaser. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). The Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, 9014, or otherwise. The Debtors and the Purchaser are authorized to close the Sale immediately upon entry of the Order. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Red_Fork_202_Order.pdf About Red Fork (USA) Investments and EastOK Pipeline Red Fork (USA) Investments, Inc., and EastOK Pipeline, LLC, are in the business of oil and gas drilling and exploration with various assets located in Oklahoma. Red Fork and EastOK sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-70116 and 18-70117) on Aug. 7, 2018. In the petitions signed by Eugene I. Davis, president and sole Board member, each debtor estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Tony M. Davis presides over the cases. The Debtors tapped Dykema Cox Smith as their legal counsel. REMARKABLE HEALTHCARE: Seeks 90-Day Cash Collateral Use Extension ----------------------------------------------------------------- Remarkable Healthcare of Carrollton, LP, and its affiliated debtors ask the U.S. Bankruptcy Court for the Eastern District of Texas to extend the terms of the Final Order for an additional 90 days, and to authorize the use cash collateral in accordance with the Final Order, as extended. Under the terms and conditions set forth in the Final Order entered by the Court on April 20, 2018, the Debtors have authorization to use cash collateral up to and through June 30, 2018. Subsequently, the Debtors and Comerica agreed on several occasions to extend cash collateral use under a subsequent agreed budget without the need for a hearing. The current agreed budget and authorization for cash collateral use expire after November 30, 2018. On Nov. 28, 2018, the parties reached an agreement for the Debtors' continued use of cash collateral from Dec. 1 through Dec. 7. The parties reached this interim agreement to allow for additional time for the parties to come to terms on continued use of cash collateral for a longer period. The Debtors have completed a new budget and have presented same to Comerica Bank to reach an agreement on the extended use of cash collateral. At this time, however, no agreement has been reached with respect to the continued use of cash collateral after Dec. 7, 2018. Because cash collateral use expires after Dec. 7, the Debtors are asking the Court to extend cash collateral use out of an abundance of caution in the event that an agreement on a subsequent budget is not reached with Comerica. The Debtors acknowledges that these Secured Creditors are the only claimants asserting an interest in the cash collateral: (a) Comerica Bank, which asserts that as of the Petition Date, the Debtors are indebted approximately as follows: (i) $2,969,071 borrowed against a $3,000,000 revolving line of credit; (ii) $509,513 remaining due under a $800,000 Small Business Agreement Note; and (iii) $605,686 remaining due under a $800,000 Small Business Administration Note; (b) Montgomery Capital Partners, claiming that the Debtors still owed it approximately $434,512 remaining due under a $650,000 Note Purchase Agreement; and (c) Southern Dallas and/or PeopleFund, asserting that $60,709 remains due under a $250,000 Term Loan. The Debtors have provided adequate protection to Comerica and the other Secured Creditors under the current Final Order and propose to continue to provide those protections through the requested extension. Under the Final Order, as adequate protection for the use of Cash Collateral, the Debtors have provided Comerica and Montgomery Capital, with, among other things: (i) replacement liens on all property now owned or hereafter acquired by the Debtors; (ii) superpriority administrative claims; and (iii) payment for the monthly interest due to Comerica under the prepetition loans in the approximate amount of $35,000 per month. As additional adequate protection and in compliance with the Final Order, the Debtors, during the current agreed budget, have continued to provide Comerica with numerous weekly reports, statements, responses to questions from Comerica and Huron, and other documents and information concerning the Debtors' financial status and business operations. The Debtors' retained investment banker, Griffin Financial Group, LLC, has also been providing Comerica and Huron with weekly updates as to the status of its efforts in obtaining a lender to replace Comerica and fund a plan of reorganization. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txeb18-40295-219.pdf About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. REPUBLIC METALS: Taps SSG Advisors as Investment Banker ------------------------------------------------------- Republic Metals Refining Corporation received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire SSG Advisors, LLC, as its investment banker. The firm will assist the company and its affiliates in marketing their assets. Specifically, the services to be provided by the firm include advising the Debtors in structuring the sale and negotiating the transaction agreements; developing a list of potential buyers; and soliciting offers from potential buyers. SSG will receive fees of $75,000 per month payable on the first day of each month. Upon the consummation of a sale, the firm will be entitled to a fee, payable in cash, equal to the greater of (i) $600,000, and (ii) 1.5% of the total consideration. Mark Chesen, managing director of SSG, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. SSG can be reached through: Mark E. Chesen SSG Advisors, LLC 182 Main St., Suite 5 Burlington, VT 05401 Phone: 1-802-735-1169 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. They 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 Republic for refining from all over The United States and the Western Hemisphere. They 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 Nov. 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 claims and noticing agent. RJT REAL ESTATE: Seeks to Hire Vannova Legal as Counsel ------------------------------------------------------- RJT Real Estate Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Vannova Legal, PLLC, 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 hourly rates for the firm's attorneys range from $200 to $350. Matthew Broadbent, Esq., the attorney who will be handling the case, charges $300 per hour. Mr. Broadbent disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Vannova Legal can be reached through: Matthew K. Broadbent, Esq. Val Dalling III, Esq. Vannova Legal, PLLC 49 West 9000 South Sandy, UT 84070 Telephone: (801) 415-9800 Facsimile: (801) 415-9818 Email: info@VannovaLegal.com About RJT Real Estate Holdings RJT Real Estate Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-29037) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $100,000. The case has been assigned to Judge R. Kimball Mosier. The Debtor tapped Vannova Legal, PLLC, as its legal counsel. ROSSER RESERVE: Court Conditionally Approves Disclosure Statement ----------------------------------------------------------------- The Disclosure Statement explaining Rosser Reserve's Chapter 11 plan is conditionally approved. An evidentiary hearing will be held on January 10, 2019, at 02:45 PM in Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801. Objections to Disclosure or Confirmation. 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. About Rosser Reserve Rosser Reserve is the fee simple owner of nine real properties in Windermere, Florida, valued by the company at $9.83 million. Rosser Reserve, based in Oakland, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07730) on Dec. 12, 2017. In the petition signed by Sue R. Prosser, its managing member, the Debtor disclosed $9.83 million in assets and $8.20 million in liabilities. The Law Offices of L. William Porter III, P.A., serves as bankruptcy counsel to the Debtor. S. Avery Smith, Esq., is the Debtor's special real estate counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. RUBEN JASSO TRUCKING: Has Final Authority to Use Cash Collateral ---------------------------------------------------------------- The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas has signed a final order authorizing Ruben Jasso Trucking, LLC to use the respective cash collateral of Commercial Credit Group Inc. ("CCG") and Mercedes-Benz Financial Services USA LLC, dba Daimler Truck Financial. Ruben Jasso Trucking will confine its use of the CCG Cash Collateral and the Daimler Financial Cash Collateral to the ordinary course of business and according to the proposed budget, with a permitted variance not to exceed 10% per line item, or alternatively, 10% overall. CCG is awarded a replacement lien upon the Debtor's accounts receivable, except the rental proceeds of the seventeen commercial tractors financed by Daimler Financial and the possible exception of the tractors financed by BMO Harris Bank. Daimler Financial is awarded a replacement lien upon the proceeds being received and to be received by the Debtor form rentals of the seventeen commercial tractors financed by Daimler Financial. The Debtor will make monthly adequate protection payments to CCG in the amount of $31,229.60 on or before the 28th of each month. The Debtor will also make monthly adequate protection payments to Daimler Financial in the amount of $42,000 on or before the 28th of each month. The Debtor and Daimler Financial had reached an agreement that said amount will suffice for adequate protection payments to cover depreciation on the Debtor's use of the seventeen tractors financed by Daimler Financial. The Debtor will keep the aggregate value of the CCG Cash Collateral and the Daimler Financial Cash Collateral at the approximate levels which existed as of the Petition Date. The Debtor will make sure that it or its affiliate 3NT, LLC keeps in force appropriate insurance upon its operations and upon the fixed collateral of CCG and the Daimler Financial, respectively, at all times during the Debtor's case. Moreover, the Debotr will timely and properly file Monthly Operating Reports in this case according to the Guidelines for Debtors-In-Possession promulgated by the Office of the U.S. Trustee. A full-text copy of the Final Order is available at http://bankrupt.com/misc/txwb18-31630-67.pdf About Ruben Jasso Trucking Ruben Jasso Trucking, LLC, is a privately held company in El Paso, Texas, in the general freight trucking business. Ruben Jasso Trucking filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 18-31630) on Sept. 28, 2018. In the petition signed by Ruben Jasso, managing member, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Christopher H. Mott. The Debtor hired E.P. Bud Kirk, Esq., at Law Office of E.P. Bud Kirk, as counsel. SACRED TABLE: Court Disapproves Disclosure Statement ---------------------------------------------------- The approval of the disclosure statement explaining The Sacred Table, Inc.'s Chapter 11 Plan came on for hearing on December 6, 2018, at 1:30 p.m. For reasons stated at the hearing, the Bankruptcy Court has ordered that the disclosure statement explaining Chapter 11 Plan is disapproved. The Debtor will pay its unsecured creditors in full over five years, according to the company's proposed plan to exit Chapter 11 protection. Under the reorganization plan, Class 6 creditors, which assert $79,478.05 in unsecured claims, will receive a quarterly payment of $3,973.90 over five years. Payments will start on the 15th day after the effective date of the plan. Sacred Table, which owns cafe, bistro and bakery in Monterey, California, generates income from sales at this location as well as from its catering business. The company believes its overall business is making sufficient funds to keep current with its operational expenses. An income and expense analysis for April through September of 2018 shows an average income of $64,941, average expenses of $50,964, and an average net income of $3,113. The company expects that the cost-of-goods sold will be reduced by 10% going forward because of the changing of vendors and inventory control. Sacred Table is currently demonstrating an ability to meet its monthly financial obligations. The company is adjusting its inventory management and purchasing systems which will improve cash flow and profits going forward. It is also adding a beverage program with a beer and wine license to generate more sales with very little additional costs. The company hopes to increase revenues and maintain costs so it can accelerate payments after three years to retire the debt ahead of schedule, according to its disclosure statement filed on Oct. 18 with the U.S. Bankruptcy Court for the Northern District of California. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb16-13311-258.pdf About The Sacred Table The Sacred Table, Inc., is a corporation operating in Monterey County, California. The company owns cafe, bistro and bakery; it also offers catering services. Sacred Table sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-51456) on June 16, 2017. In the petition signed by Pamela Burns, president, the Debtor estimated less than $50,000 in assets and $500,000 in liabilities. Judge Stephen L. Johnson presides over the case. The Debtor tapped Central Coast Bankruptcy, Inc., and the Law Offices of Jason Vogelpohl as its reorganization and general insolvency counsel. SANDRA W RUTHERFORD: Seeks to Hire Cypress Property as Broker ------------------------------------------------------------- The attorney representing Sandra W. Rutherford Revocable Trust Agreement Dated May 2, 2005, As A Business Trust seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire a real estate broker. Joseph Caldwell, Esq., at Caldwell & Riffee, proposes to employ Brian Lubeck and his firm Cypress Property Group in connection with the sale of the Debtor's real property located at 145 Lee Avenue, Pikeville, Kentucky. Cypress has agreed to a broker fee of 6% of the sale price. The proposed sale price is $775,000. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Cypress can be reached through: Brian Lubeck Cypress Property Group 270 S. Limestone Street Lexington, KY 40508 Phone: (859) 368-0203 Mobile: (859) 396-1331 Fax: (859) 977-6461 Email: brian@cypresspropertygroup.com About Sandra W. Rutherford Revocable Trust Sandra W. Rutherford Revocable Trust Agreement Dated May 2, 2005, As A Business Trust is a business trust in Lexington, Kentucky. Sandra W. Rutherford sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30475) on Nov. 14, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk oversees the case. The Debtor tapped Caldwell & Riffee as its legal counsel. SILICON ALLEY: Jan. 15 Disclosure Statement Hearing --------------------------------------------------- A joint hearing to determine the adequacy of the Disclosure Statement explaining Silicon Alley Group, Inc.'s Chapter 11 plan, and, if warranted, to approve the Plan of Reorganization will be held before the Honorable Christine M. Gravelle on January 15, 2019, at 2:00 p.m. in United States Bankruptcy Court for the District of New Jersey, 402 East State Street, Trenton, New Jersey, 08608, Courtroom 3. Written objections to the adequacy of the Disclosure Statement and Plan of Reorganization shall be filed no later than seven (7) days prior to the January 15, 2019 hearing. About Silicon Alley Silicon Alley Group Inc. filed a voluntary Chapter 11 petition (Bankr. D. N.J. Case No. 16-18244) on April 28, 2016, and is represented by Harrison Ross Byck, Esq., at Kauri Byck, LLC, in Edison, N.J. At the time of the filing, the Debtor estimated its assets at less than $50,000 and its liabilities exceeding $1 million. SKY-SCAN INC: DOJ Watchdog Objects to Disclosure Statement ---------------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, objects to the adequacy of the disclosure statement explaining Sky-Skan, Inc.'s plan or reorganization. The U.S. Trustee pointed out that the Debtor’s Disclosure Statement provides little to no information about the company’s historical sales and profitability. Further, the U.S. Trustee noted that the Debtor's Disclosure Statement and Trust document are not consistent in terms of the timing of a dividend to the unsecured creditors. The Disclosure Statement refers to monthly dividend payments for 120 months, for example. The Trust contemplates dividends “at least quarterly.” If the monthly dividend of $6250 is to be paid out to the Class 6 creditors, whose claims range from a high of $4,291,005 to a low of $1,458,878, the dividend check for some creditors would be extremely small, ranging from .0014% to .0042% of an allowed claim. Moreover, the Disclosure Statement says the dividends will be paid by the Reorganized Debtor or the Creditors’ Trustee. Later it says the Reorganized Debtor and the Creditors’ Trustee shall pay the dividends. The U.S. Trustee cited that there are a number of provisions along these lines where the Creditors would be understandably unable to determine who is responsible for making the dividend, or making a reserve for undeliverable distributions. Hence, the U.S. Trustee appeals that the Disclosure Statement, Plan and Trust must be consistent. About Sky-Skan Incorporated Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. Steven T. Savage, president, signed the petition. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor tapped SquareTail Advisors, LLC, as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SKY-SKAN INC: Coastal Capital Objects to Disclosure Statement ------------------------------------------------------------- Coastal Capital, LLC, asks the Bankruptcy Court to reject Sky-Skan Incorporated's amended Disclosure Statement. The creditor points out that the Court should reject the Amended Disclosure Statement because it fails to provide creditors with adequate information about both Debtor's historical and future business and financial affairs. The Creditor further points out that the Amended Disclosure Statement does not include any historical financial statements and it also fails to provide any information regarding Debtor's revenue or net income for the same. Accordingly, the Debtor fails to set a baseline for its projections and forecasts. The creditor asserts that the Court should also reject the Amended Disclosure Statement because it does not provide creditors with adequate information about the Debtor's assets. The Debtor offers valuations for its equipment that range from $21,745.00 to $300,000.00. The Debtor also utilizes a valuation of $60,000.00 for the purposes of its Liquidation Analysis. Despite such conclusory valuations, the Debtor fails to itemize its equipment or specify the method it used in valuing such assets in the Disclosure Statement and Liquidation Analysis. The creditor asks the Court to reject the Amended Disclosure Statement because it fails to provide adequate information about Coastal's claim against the Debtor. Specifically, the Amended Disclosure Statement provides conflicting treatment and values of Coastal's claim under the plan. According to the creditor, for example, the Amended Disclosure Statement provides that "Debtor has projected for plan payments to Coastal over ten years, reflecting interest at the fixed rate of the Prime Rate (4.5%) plus 1% per annum." The Amended Disclosure Statement then represents that the Debtor "has budgeted payments for an allowed Coastal Claim in the total amount of $600,000" and that "payments to Coastal shall be paid in equal payments over 60 months." It is, therefore, unclear how Coastal's claim will be treated under the plan. Coastal Capital, LLC, is represented by: Zachary J. Gregoricus, Esq. Curran Antonelli, LLP 22 Boston Wharf Road, 7th Floor Boston, MA 02210 Tel: (617) 207-8670 Fax: (857) 263-5215 Email: zgregoricus@curranantonelli.com About Sky-Skan Incorporated Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. Steven T. Savage, president, signed the petition. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor tapped SquareTail Advisors, LLC, as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SMM INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of SMM, Inc. as of Dec. 21, according to a court docket. About SMM Inc. SMM, Inc. is the fee simple owner of three assisted living facilities in McCracken County, Ballard County, and Crittenden County, Kentucky known as New Haven Assisted Living. The properties have a total appraised value of $2.3 million. SMM sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-50737) on November 15, 2018. At the time of the filing, the Debtor disclosed $2,275,000 in assets and $1,296,170 in liabilities. The case has been assigned to Judge Alan C. Stout. The Debtor tapped Ryan R. Yates, Esq., at Yates Law Office. SORENSON MEDIA: Has OK on Interim Post-Petition Financing, Cash Use ------------------------------------------------------------------- The Hon. William T. Thurman of the U.S. Bankruptcy Court for the District of Utah has entered a second interim order authorizing Sorenson Media, Inc. (a) to obtain Post-Petition Secured DIP Financing from JLS Holdings, LLC and (b) to use cash collateral. The Debtor will be authorized under the DIP Facility to consummate Pre-Petition Debt Payoff, which will constitute a roll-up under the DIP Financing Agreement, and in doing all of the foregoing, to borrow up to a total committed amount of up to $8,800,000 or such larger amount as is necessary to effectuate the Pre-Petition Debt Payoff. The Debtor is authorized to use proceeds of the DIP Facility and the Collateral (including, without limitation, the Cash Collateral) consistent with the terms and conditions of the DIP Financing Agreement and in accordance with the Budget, subject to any variances thereto permitted under the terms and conditions of the DIP Financing Agreement, solely for (a) working capital and general corporate purposes, to the extent set forth in the Budget, (b) payment of costs of administration of this Case, to the extent set forth in the Budget, and (c) upon entry of the Final Order, the Pre-Petition Debt Payoff in accordance with the DIP Financing Agreement, which will constitute a roll-up under the DIP Financing Agreement. The approved Budget provides total cash outflow in the aggregate sum of $1,242,514 covering the period of Nov. 26, 2018 through Jan. 14, 2019. JLS is granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interests and New DIP Liens, senior and superior in priority to all unsecured creditors of the Debtor's estate, upon and to all of the Collateral, which, for the avoidance of doubt, will include all real and personal property of the Debtor now owned or hereafter acquired (excluding Avoidance Actions of the Debtor, but including only the proceeds of Avoidance Actions brought pursuant to section 549 of the Bankruptcy Code to recover any post-Petition Date transfer of Collateral) and all other property of whatever kind and nature, in each case, that is pledged as collateral under any Security Document, the Financing Orders or any other order of the Bankruptcy Court in these Cases, and all products and proceeds thereof. The New DIP Liens granted to JLS, are first, valid, prior, perfected, unavoidable, and superior to any security, mortgage, or collateral interest or Lien or claim to any of the Collateral, subject only to: (a) the Carve-Out, (b) the Permitted Liens, and (c) until entry of the Final Order, the liens held by JLS, in its capacity as Pre-Petition Lender, in the Pre-Petition Collateral. The New DIP Liens will secure all DIP Obligations (including, but not limited to, the advances under the DIP Facility used to effectuate the Pre-Petition Debt Payoff). As adequate protection for the interest of JLS in the Pre-Petition Collateral (including Cash Collateral) on account of the granting of the New DIP Liens, the Debtor's use of Cash Collateral and other decline in value arising out of the automatic stay or the Debtor’s use, sale, depreciation, or disposition of the Pre-Petition Collateral, JLS will receive: (a) additional and replacement security interests and Liens in the Collateral, solely to the extent of the Pre-Petition Diminution in Value of the interests of JLS in the Pre-Petition Collateral, which replacement liens will be junior only to the Carve-Out, and (b) upon the sale of any collateral pursuant to section 363 of the Bankruptcy Code, any such collateral will be sold free and clear of any Permitted Liens, the Pre-Petition Liens and the Replacement Liens, however, such Liens will attach to the proceeds of any such sale in the order and priority as established by final order of the Court. JLS irrevocably will be repaid an amount equal to three times the aggregate advances of Post-Petition Credit in full satisfaction and cancellation of a like amount of its Pre-Petition Debt from the proceeds of the DIP Facility (the "Pre-Petition Debt Payoff") upon entry of the Final Order and upon the occurrence of the Challenge Period Termination Date, if no timely challenge is asserted. However, (a) if a challenge is made prior to the Challenge Period Termination Date, and upon entry of a final order denying such challenge in full, then the PrePetition Debt Payoff would not be limited to the ratio of $1:$3, and, instead, the entirety of JLS' pre-petition secured debt would be rolled up and become part of the post-petition financing, and (b) if such a challenge is made prior to the Challenge Period Termination Date, and upon entry of a final order denying such challenge in part, then the Pre-Petition Debt Payoff would not be limited to the ratio of $1:$3, and, instead, that portion of JLS' pre-petition secured debt that was not successfully challenged would be rolled up and become part of the post-petition financing. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/utb18-27740-158.pdf About Sorenson Media Founded in 1995, Sorenson Media, Inc. -- http://www.sorensonmedia.com/-- provides trusted solutions to the television industry and is an innovator in driving the future of television advertising, fusing the power and scale of linear TV with the data and addressability of digital. Sorenson Media, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr D. Utah Case no. 18-27740) on Oct. 16, 2018. In the petition signed by CEO Pat Nola, the Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Cohne Kinghorn, P.C., led by George B. Hofmann, is the Debtor's counsel. The Debtor tapped Honigman Miller Schwartz and Cohn LLP as special corporate, intellectual property, litigation, and commercial law counsel. The Office of the U.S. Trustee on Nov. 8, 2018, appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. SORENSON MEDIA: Wants to Obtain $8-Mil Funding From Insider ----------------------------------------------------------- Sorenson Media, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Utah (a) to obtain a total of approximately $8,800,000 of postpetition secured DIP financing from JLS Holdings, LLC, and (b) to use cash collateral. The manager of JLS Holdings, LLC, is James L. Sorenson, an equity holder and board member of the Debtor. JLS has agreed to make available to the Debtor a total of approximately $8,800,000, the actual amount of which reflects the partial roll-up of the PrePetition Debt, the previous advances made by JLS under the Court's previous interim Order, plus another approximately $950,000 of additional funding. Interest on the outstanding balance of the amounts advanced under the DIP Financing Agreement accrues from the date that such advance is made until it is repaid at the per annum rate of 5%, with a PostDefault Rate of 7% per annum. The Debtor estimates a maximum borrowing of $950,000 for a period of approximately six weeks, through the time of an anticipated auction sale of substantially all of the Debtor's assets on or about January 15, 2019. The amount borrowed is to be secured by a lien against substantially all property of the Debtor's estate, other than Avoidance Actions (except solely the proceeds of Avoidance Actions), and subject to a carve-out for: (a) Bankruptcy Court and U.S. Trustee fees, (b) all Court-approved fees of professionals of the Debtor and the Official Committee of Unsecured Creditors prior to a Termination Date, but limited by the amounts set forth in the Court approved budgets, (c) up to $50,000 of allowed fees of the Debtors' professionals after a Termination Date and (d) cash in the amount of $100,000, pursuant to Bankruptcy Code Sections 364(c) and (d). Sometime in June 2018, JLS Holdings, LLC provided a bridge financing to the Debtor in the aggregate amount of $21,988,000. Prior to incurring the Pre-Petition Debt, the Debtor offered noteholders the opportunity to participate in the bridge financing, and no noteholder other than JLS expressed a willingness to participate. Central to Debtor's controlled liquidation is the ability to obtain senior secured debtor in possession financing from JLS. The Debtor anticipates that the proceeds of DIP financing will be sufficient to fund its scaled back operations and to maintain limited operations to preserve the Debtor's going concern value pending a sale. The DIP Financing Agreement provides that approximately $2,200,000 of the post-petition advances under the DIP Financing Agreement will result in approximately $6,600,000 of roll-up and payoff of principal and accrued interest and fees on the Pre-Petition Debt. However, the Interim Order will not contemplate the roll-up or repayment of any existing indebtedness unless approved as part of the Final Order. The following is a general summary of what constitutes an Event of Default under the DIP Financing Agreement: (a) the failure of the Debtor to timely pay principal or interest when due and payable under the DIP Financing Agreement, (b) any representation or warranty by the Debtor in connection with the DIP Financing Agreement that will prove to have been materially incorrect when made, (c) the failure of the Debtor to perform any covenant in the DIP Financing Agreement, (d) the failure of the Debtor to timely make payments relating to obligations other than the DIP Financing Agreement, (e) the occurrence of an event or condition (other than the filing of this chapter 11 case) that results in Material Indebtedness coming due or the termination of a lease with respect to a Material Rental Obligation, (f) failure of the Debtor to achieve a Milestone, (g) the occurrence of various events in the bankruptcy case, including, among other things, events that are inconsistent with the payment and priority provisions of the DIP Financing Agreement, (h) the assertion of any claim against JLS pursuant to the Financing Orders, (i) entry of a final judgment or judgments against the Debtor for the payment of more than $100,000 in the aggregate, other than as set forth in the DIP Financing Agreement, (j) a Change of Control, (k) the cessation of the Liens on Collateral to constitute valid and perfected Liens having a fair market value of $100,000 in the aggregate, (l) the theft, damage or destruction of any Collateral having a fair market value of $100,000 in the aggregate, (m) any Material Adverse Effect, and (n) the occurrence of any event that permits JLS to exercise remedies under the Financing Orders. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/utb18-27740-144.pdf About Sorenson Media Founded in 1995, Sorenson Media, Inc. -- http://www.sorensonmedia.com/-- provides trusted solutions to the television industry and is an innovator in driving the future of television advertising, fusing the power and scale of linear TV with the data and addressability of digital. Sorenson Media, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr D. Utah Case No. 18-27740) on Oct. 16, 2018. In the petition signed by CEO Pat Nola, the Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Cohne Kinghorn, P.C., led by George B. Hofmann, is the Debtor's counsel. The Debtor tapped the law firm Honigman Miller Schwartz and Cohn LLP as special corporate, intellectual property, litigation, and commercial law counsel. The Office of the U.S. Trustee appointed four creditors to serve on an official committee of unsecured creditors. SYNERGY PHARMACEUTICALS: U.S. Trustee Forms 5-Member Committee -------------------------------------------------------------- The U.S. Trustee for Region 2 on Dec. 20 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Synergy Pharmaceuticals Inc. and its affiliates. The committee members are: (1) Wilmington Savings Fund Society, FSB WSFS Bank Center 500 Delaware Avenue Wilmington, DE 19801 Attention: Patrick J. Healy Senior Vice-President Telephone: (302) 888-7420 (2) 1992 MSF International Ltd. 40 West 57th, 2nd Floor New York, New York 10019 Attention: Damon P. Meyer, Managing Director Telephone: (212) 287-4908 (3) Healix Global, Inc. f/k/a Healix, Inc. 100 West 33rd Street New York, New York 10001 Attention: Jack Triolo Director Finance Operations Telephone: (212) 605-7801 (4) McKesson Corporation d/b/a RelayHealth Pharmacy 450 Lindbergh Drive Moon Township, Pennsylvania 15108 Attention: Ben R. Carlsen, Counsel Credit & Bankruptcy Telephone: (404) 461-4232 (5) Sudler & Hennessy, LLC 230 Park Avenue South New York, New York 10003 Attention: Chris Borella Chief Financial Officer Telephone: (212) 614-3956 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. The Committee's proposed counsel is: Richard A. Levy, Esq. Matthew L. Warren, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 Email: richard.levy@lw.com matthew.warren@lw.com -- and -- Jeffrey Mispagel, Esq. 885 Third Avenue New York, NY 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 Email: jeffrey.mispagel@lw.com About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions (Bankr. S.D. N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. The petition was signed by Gary G. Gemignani, executive vice president and chief financial officer. At Sept. 30, 2018, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as Financial Advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC as notice and claims agent. TACO BUENO: Has Final Nod on $10-Mil Financing, Cash Collateral Use ------------------------------------------------------------------- The Hon. Stacey G. Jernigan the U.S. Bankruptcy Court for the Northern District of Texas has signed a final order authorizing Taco Bueno Restaurants, Inc., and its debtor-affiliates to utilize cash collateral and obtain postpetition secured credit financing in an aggregate amount not to exceed $10,000,000 (on a final basis) from Taco Supremo, LLC. Effective as of the Petition Date, Taco Supremo (in its capacity as administrative and collateral agent) and the DIP Lender are granted first-priority, priming liens and security interests to secure the DIP Facility, senior to all other liens and security interests, including the Adequate Protection Liens pursuant to the terms of the Interim DIP Order, which DIP Liens will secure all Postpetition Term Loans advanced under the DIP Facility and other Postpetition Obligations, but subject and subordinate only to Permitted Prior Liens and the Carve-Out. The DIP Liens granted by the Interim Order and the Final Order will be effective as of the Petition Date and will be valid and automatically perfected liens and security interests in and upon, and are granted in and attach to, any and all assets and properties of the Debtors and the Debtors' bankruptcy estates, now owned or hereafter acquired, real and personal, and the proceeds and products thereof (other than Avoidance Actions, commercial tort claims, or the respective proceeds thereof). Additionally, on account of the DIP Facility, the DIP Agent and the DIP Lender are granted superpriority administrative claims and all other benefits and protections allowable under Bankruptcy Code Sections 364(c)(1), 507(b) and 503(b)(1), senior in right to all other administrative claims against the Debtors' estates, except for the Carve-Out, to secure the Postpetition Term Loans and other Postpetition Obligations. The Debtors are authorized to use the Cash Collateral pursuant to the terms and conditions provided in the Final Order and in accordance with the Budget. This authorization will continue until the occurrence of any of the following Termination Event: (1) the Debtors will fail to comply with the disbursements under the Budget (subject to any Permitted Variance or other disbursements ordered or approved by the Court) or to perform in any material respect any of their obligations as provided in this Final Order; (2) the Debtors will fail to pay any principal of the Postpetition Term Loans when the same become due and payable; (3) the Debtors will fail to pay any interest on the Postpetition Term Loans or any fee or other amount due with respect to the Postpetition Obligations when such interest, fee, or other amount becomes due and payable, and such failure continues uncured for five Business Days thereafter; (4) any representation or warranty made by any Debtor in the DIP Amendment or in any statement or certificate given after the effectiveness of the DIP Amendment by any Debtor in writing pursuant to any DIP Facility Document or in connection with any DIP Facility Document will be false in any material respect on the date as of which made; (5) any of the Cases will be dismissed or converted to a case under chapter 7 of the Bankruptcy Code; or a chapter 11 trustee or an examiner with expanded power (beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code) under 1106(b) of the Bankruptcy Code will be appointed in any of the Cases without the express prior written consent of the Agent; (6) the Debtors will not have filed with the Court, on the Petition Date, a Plan and Disclosure Statement and a motion seeking to schedule a hearing to consider, among other things: (1) approval of the Disclosure Statement, (2) approval of the solicitation materials, which will include procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (3) confirmation of the Plan, and the Court will not have entered, by January 4, 2019, the Confirmation Order; and the Debtors will not have consummated the transactions contemplated by the Plan by January 22, 2019; (7) any security interest, lien, or encumbrance, excluding Permitted Prior Liens and the Carve-Out, will be granted in any of the DIP Collateral which is pari passu with or senior to the claims of the DIP Lender, without the express prior written consent of the Agent; (8) any provision of the DIP Facility Documents relating to the Postpetition Term Loans will cease to be valid and binding on any Debtor, or any Debtor will so assert in any pleading filed in any court; (9) any of the Debtors will institute any proceeding or investigation, or support the same by any other Person who seeks to challenge the status, validity, priority, or unavoidability of the liens or security interests of the Prepetition Secured Parties securing the Prepetition Obligations; or (10) any Event of Default under Section 8.01(b) or Section 8.01(c) of the Credit Agreement occurs. Prior to the Petition Date, certain of the Debtors entered into that certain Credit Agreement, with Bank of America, N.A., Bank of Montreal, BOKF d/b/a Bank of Texas, Fifth Third Bank, Regions Bank, Texas Capital Bank, N.A., and Trustmark National Bank Bank of America, N.A., in its capacities (among others) as administrative agent and collateral agent. Subsequently, the Initial Secured Parties sold 100% of the Prepetition Obligations to Taco Supremo LLC, in such capacity, Prepetition Lender and in its capacity as successor administrative agent, Prepetition Agent. As of the Petition Date, the Debtors that are obligors under the Prepetition Loan Documents owed not less than $130 million in aggregate principal amount, comprised of a term loan, revolving credit obligations, and letter of credit obligations thereunder. The Prepetition Agent, for the benefit of itself and the Prepetition Lender, is granted, to the extent of any Diminution in Value of the Prepetition Collateral, additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security interests in and liens upon all property, whether now owned or hereafter acquired or existing and wherever located, of each Debtor that is an obligor under the Prepetition Credit Agreement and each such kind or nature whatsoever, real or personal, tangible or intangible, and now existing or hereafter acquired or created and all products and proceeds of the foregoing. In addition, the Prepetition Agent is granted, for the benefit of itself and the Prepetition Lender, an allowed administrative expense claim in the Cases of the Debtors who are obligors under the Prepetition Credit Agreement ahead of and senior to any and all other administrative expense claims in such Cases (other than the DIP Superpriority Claim) to the extent of any postpetition Diminution in the value of the cash collateral. A full-text copy of the Final Order is available at http://bankrupt.com/misc/txnb18-33678-160.pdf About Taco Bueno Restaurants Founded in Abilene, Texas in 1967, Taco Bueno -- https://www.tacobueno.com/ -- is a quick service restaurant chain offering Tex-Mex-style Mexican cuisine in a casual restaurant environment. Taco Bueno owns and operates 140 stores plus 29 franchised locations across Texas, Oklahoma. Taco Bueno Restaurants, Inc., and its affiliates sought bankruptcy protection on Nov. 6, 2018 (Bankr. N.D. Tex. Lead Case No. Case No. 18-33678). The jointly administered cases are pending before Judge Hon. Stacey G. Jernigan. Taco Bueno Restaurants estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Vinson & Elkins LLP as general counsel; Houlihan Lokey Capital, Inc, as investment banker; Berkeley Research Group LLC as financial restructuring advisor; Jones LaSalle Americas, Inc. as real estate advisor and Prime Clerk LLC as claims agent. The Office of the U.S. Trustee on Nov. 16, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Kilpatrick Townsend & Stockton LLP, as counsel, and Province, Inc., as financial advisor. TURN-KEY SPECIALISTS: Unsecureds to Get 11% Dividend Under Plan --------------------------------------------------------------- Turn-Key Specialists, Inc., filed a combined disclosure statement and plan of reorganization. Class 1 claims: US Trustee fees are payable when due; all approved attorney fees will be paid upon court approval of the fee applications on a payment schedule permitted by the Debtor's disposable income. All other administrative expenses will be due and payable on the first day of the first month following sixty days after the Plan is confirmed. The reorganized Debtor will be responsible for timely payment of fees. Class 2A claims: TexasWorkforce Commission filed two proofs of claim on June 8, 2018 and on September 6, 2018. The earlier claim is for $22,947,36 and is disputed based on accounting issues. The second claim is undisputed. The payment to satisfy undisputed liabilities will be made to the priority creditors as funds become available in the operation of Turn-Key Specialists, Inc. Class 2B claims: Texas Comptroller of Public Accounts filed a proof of claim on November 5, 2018. It claims TSI is liable for $263,053.18. Debtor will file an objection on the basis that the Comptroller's calculations are based in part on revenues generated outside of Texas for which no taxes are due to Texas. Class 3 claims: Pyramid E & C FEZ provided $45,000. The DIP Order grants Pyramid E & C FEZ a superior lien on all of the Debtor's inventory and equipment purchased and all accounts earned on or after the closing date of the loan, August 20, 2018. Class 4A claims: The general unsecured claims that are not disputed will receive pro-rata distributions before the expiration of 60 months, but not before all claims of Classes 1 and 2 are satisfied. It is estimated that the Class 4 claimants will receive dividends equal to 11% of each claim. The oil industry is showing signs of sustained revival and historically it has after the downturn the market experienced in recent years. Furthermore, because the demand for engineering support for equipment construction in pipeline expansion has been increasing exponentially, the Debtor's services are experiencing current increase in orders. The Debtor has also made changes in its receivables collection procedures that have brought its income vs. payables ratio more positive for the Debtor. The Debtor has taken steps to operate on a more efficient "income to expense" ratio which the Debtor believes will provide resources to meet the projections of dividend distributions to the various classes of creditors. A full-text copy of the Disclosure Statement dated December 10, 2018, is available at: http://bankrupt.com/misc/txsb18-1833170-53.pdf About Turn-Key Specialists Turn-Key Specialists, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-33170) on June 7, 2018. At the time of the filing, the Debtor estimated assets of $1,000,001 to $10 million and liabilities of $1,000,001 to $10 million. Judge Jeff Bohm presides over the case. The Debtor hired Larry Vick, Esq., as its legal counsel. The U.S. Trustee appointed creditors D&R Pipe Fab Plus, Inc., ABB, Inc., and Diamond G. Inspection, Inc., to serve on an official committee of unsecured creditors on Oct. 31, 2018. Keith R. Knauerhase, representative of ABB, Inc., has been appointed as chairperson of the committee. Schlanger, Silver, Barg & Paine, LLP, is the committee's legal counsel. VEHICLE ALIGNMENT: May Continue Using Cash Collateral Until Jan. 5 ------------------------------------------------------------------ The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois has signed a seventh order extending Vehicle Alignment, Brake & Tires, Inc.'s authority to use the cash collateral under the Interim Order to Jan. 5, 2019, pursuant to the Budget. The Court will hold a further hearing on the Debtor's use of cash collateral on Jan. 3, 2019 at 10:00 a.m. The approved Budget provides total expenses of approximately $154,900 covering the week ending Dec. 8, 2018 through week ending Jan. 5, 2019. A full-text copy of the Seventh Order is available at: http://bankrupt.com/misc/ilnb18-12071-91.pdf About Vehicle Alignment Vehicle Alignment, Brake & Tires, Inc., d/b/a Lucas Tires, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-12071) on April 25, 2018. In the petition signed by its owner, Richard Lucas, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Hon. Jacqueline P. Cox presides the case. The Debtor is represented by William J. Factor, Esq. at the Law Office Of William J. Factor, Ltd. WABASH VALLEY: Hixson Buying Vincennes Property for $1M ------------------------------------------------------- Wabash Valley Wood Protection, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale of the real and personal property located at 700 Fulton Glass Road, Vincennes, Indiana, including all real property, inventory and equipment, to Hixson Lumber Sale or assigns for $1 million. A hearing on the Motion is set for Dec. 27, 2018, at 11:00 a.m. Those holding interests in the property, the nature of their interests, and the amounts of their claims are: a. City of Vincennes: First Mortgage and 2nd lienholder on equipment, accounts receivable and inventory - $288,999 b. Birmingham International: First lienholder on equipment, inventory and accounts receivable - $243,942 c. German American Bank: First lienholder 2014 Ford Edge - $18,470. The property is burdensome to the estate and is not necessary for an effective reorganization of the Debtor. The sale proceeds will be paid to City of Vincennes, Birmingham International and German American Bank with the balance held in trust by the Debtor's attorney to distribute by later order of the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/WabashValley_57_Sales.pdf About Operation Simulation Associates Founded in 1983, Operation Simulation Associates provides software and services for the electric power industry with clients in the USA and worldwide. OSA is the developer of the PowrSym family of electric power system generation, transmission, and fuel supply models. Wabash Valley Wood Protection, Inc., is an Indiana corporation founded in 2017 for the purpose of purchasing and operating the Vincennes, Indiana pressure treating plant and distribution yard formerly operated as a division of Babb lumber Company. With the acquisition, Wabash is adding a new product line of UL fire rated lumber and plywood. Operation Simulation Associates, based in Ringgold, Georgia, and its affiliates sought Chapter 11 protection (Bankr. E.D. Tenn. Lead Case No. 18-14808) on Oct. 19, 2018. In the petitions signed by Roger A. Babb, president, Operation Simulation Associates estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities; and Wabash Valley Wood Protection, Inc., estimated $1 million to $10 million in assets and liabilities. The Hon. Shelley D. Rucker is the case judge. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel to the Debtors. WAGGONER CATTLE: CNH Objects to Disclosure Statement ---------------------------------------------------- CNH Industrial Capital America LLC, a creditor and party-in-interest, asserts the following objection to Waggoner Cattle, et al.'s Combined Disclosure Statement and Plan. Upon the filing of these cases, the Circle W owed CNHI approximately $7,169.16, but subsequently cured this arrearage. However, prior to and after the filing of this case, the Creditor point out that the Circle W repeatedly made late payments and, in some months, failed to make payments that were eventually paid in latter months. As of the filing of this objection, CNHI has not received the December 2018 payment. No payment made by Circle W post-petition has been made on time. The Creditor complain that the Circle W has been habitually late in making lease payments. In addition, there are no provision in the Combined Disclosure Statement and Plan dealing with defaults under the Plan or the continuation of Mr. Waggoner’s guaranty in the Plan. The Creditor assert that the Plan should no be confirmed unless CNHI is able to certify before this court that all payments due through January 2019 have been received. Attorneys for CNH Industrial Capital America LLC: Howard C. Rubin, Esq. Daniel P. Callahan, Esq. KESSLER COLLINS, P.C. 2100 Ross Avenue, Suite 750 Dallas, TX 75201 Tel: (214) 379-0722 Fax: (214) 373-4714 About Waggoner Cattle Waggoner Cattle, et al., are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. WAGGONER CATTLE: PNC Files Limited Objection to Plan Disclosures ---------------------------------------------------------------- PNC Equipment Finance, LLC, filed a limited objection to Waggoner Cattle, et al.'s Combined Disclosure Statement and Plan of Reorganization. Although the Debtors have provided for the payment of the Movant's debt and plan on assuming the executory contract with of the Movant, according to the Creditor, there is no provision to require debtor to cure the arrearage as of the Effective Date of the Plan. As set forth in the Movant's proof of claim, the arrearage as of the filing date was $4,436.61, and the arrearage has only continued to increase as monthly payments have come due under Bugtussle Cattle, LLC's equipment lease agreement with the Movant. However, the Creditor complain that the Debtors' Plan does not: (1) propose a cure amount, (2) provide a procedure as to how and when the Movant may object to proposed cure amounts after notice and a hearing, (3) provide adequate assurance of future performance, or (4) otherwise disclose how the Debtors intend to handle the prompt cure of any arrearages upon assumption of the Movant's lease agreement with debtor Bugtussle Cattle, LLC. Attorneys for Movant: Mark W. Stout, Esq. Christopher V. Arisco, Esq. PADFIELD & STOUT, L.L.P. 421 W. Third Street, Suite 910 Fort Worth, TX 76102 Tel: (817) 338-1616 Fax: (817) 338-1610 Email: mstout@padfieldstout.com carisco@padfieldstout.com About Waggoner Cattle Waggoner Cattle, et al., are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. WALDRON DEVELOPMENT: Lucas Buying Chicago Property for $945K ------------------------------------------------------------ Waldron Development Co. asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the real estate located at 3838 North Kenmore, Chicago, Illinois to Candice and William Lucas for $945,000. The Property is a three-flat in the Wrigleyville area of Chicago, and is subject to a mortgage and assignment of rents securing a debt of approximately $850,000 in favor of Wilmington Trust, National Association, not in its individual capacity, but solely as trustee for MFRA Trust 2015-1. After considerable marketing efforts over the last year, the Debtor obtained an offer for the Property of $1,010,000 and filed a motion asking authorization to conclude a sale at $1,010,000. However, the entity that made the offer failed to close at that price and after efforts to salvage the sale to such entity, the Debtor concluded that a sale would not close at a reasonable price with the entity that made the prior offer. The Debtor then listed the Property again and obtained a new offer to sell for $945,000. The Debtor believes this offer will result in the payment of the Lender in full, although administrative claims may not be paid in full. The Purchase Agreement provides for an all-cash offer without any financing contingencies and acknowledges that the Property is being sold on an "as is" basis. Through the Motion, the Debtor asks authority to execute the PA and to proceed with the sale of the Property on the terms set forth therein, and to shorten the notice period for the sale to seven days pursuant to Bankruptcy Rule 9006. Shortened notice is particularly appropriate in light of the prior motion to sell at $1,010,000 that the Debtor filed approximately 60 days ago. A copy of the PA attached to the Motion is available for free at: http://bankrupt.com/misc/Waldron_Development_110_Sales.pdf A hearing on the Motion is set for Dec. 20, 2018, at 10:30 a.m. The Purchasers: Candice and William Lucas 757 W. Hutchison Chicago, IL 60613 About Waldron Development Company Waldron Development Company owns a three-flat apartment building at 3838 North Kenmore, Chicago, Illinois. Waldron Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14, 2017. The Debtor intends to use Chapter 11 to effectuate a sale of the building under Section 363(b) of the Bankruptcy Code, or to restructure the debt on the building. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Jacqueline P. Cox presides over the case. The Debtor tapped The Law Office of William J. Factor, Ltd., as its legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its accountants; and Ten-X LLC as its marketplace and transaction host relating to the sale of the Debtor's real property. WALDRON DEVELOPMENT: May Continue Cash Collateral Use Until Dec. 31 ------------------------------------------------------------------- The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Waldron Development Company use of cash collateral of Wilmington Trust on an interim basis to pay these persons the following amounts for the period through Dec. 31, 2018: Fay Servicing $2,340 Com Ed Building $22 Com Ed 1st Floor $29 Com Ed 2nd Floor $5 State of Illinois Annual Report $100 People Gas Building $40 People Gas 1st Floor $40 The Debtor's use of cash collateral is set for status on Dec. 20, 2018 at 10:00 a.m. A copy of the Order is available at http://bankrupt.com/misc/ilnb17-37011-107.pdf About Waldron Development Company Waldron Development Company owns a three-flat apartment building at 3838 North Kenmore, Chicago, Illinois. Waldron Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14, 2017. The Debtor intends to use Chapter 11 to effectuate a sale of the building under Section 363(b) of the Bankruptcy Code, or to restructure the debt on the building. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Jacqueline P. Cox presides over the case. The Debtor tapped The Law Office of William J. Factor, Ltd., as its legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its accountants; and Ten-X LLC as its marketplace and transaction host relating to the sale of real property. WME IMG: Moody's Reviews B2 CFR for Downgrade on Weak Performance ----------------------------------------------------------------- Moody's Investors Service has placed WME IMG, LLC's ratings on review for downgrade, including the B2 corporate family rating, B2 first lien credit facility ratings (including a senior secured revolver and term loan issued by its subsidiary) following weaker than expected performance. The review for downgrade will focus on the leverage levels, interest coverage, and the impact from the pending transaction to merge IMG College with Learfield Communications, LLC. The rating outlook was changed from stable to ratings under review. Issuer: WME IMG, LLC Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Issuer: William Morris Endeavor Entertainment, LLC $200 million Senior Secured first lien Revolver due 2023, Placed on Review for Downgrade, currently B2 (LGD3) $2,775 million Senior Secured first lien Term Loan due 2025, Placed on Review for Downgrade, currently B2 (LGD3) Outlook Actions: Issuer: WME IMG, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade reflects weaker than expected performance due to lower levels of profitability from multi-year international media rights contracts that will lead to elevated leverage levels going forward. Leverage levels have increased to 8.4x as of Q3 2018 from 7.3x as of Q4 2017 (including Moody's standard adjustments). The pending plan to merge its IMG College division with Learfield Communications, LLC, which is currently under regulatory review, may lead to additional debt repayment if the deal is completed, but the ability to materially reduce leverage levels is uncertain. WME IMG's parent company will maintain an equity position in the combined entity, but it will be held outside the WME IMG credit group. Additional concerns surrounding the company are the amount of add backs to EBITDA as well as a very aggressive financial policy. Free cash flow is limited and negatively impacted by distributions and tax reimbursements to equity holders which reduces cash available for debt repayment or acquisitions. The rating receives support from the size of the company with global scale and diversified operations in client representation, event operations, distribution of media, sponsorship, as well as marketing and other services. While WME IMG does not own a significant amount of content or events, ownership of events has been an increased focus for the company and has become a larger portion of its events business. The company is expected to continue to consider additional acquisitions which could be a source of growth and help to enhance and diversify the company's service offerings, although leverage levels could be impacted depending on how they are financed. Moody's also anticipates WME IMG will benefit from the increasing value of original content worldwide as well as from revenue synergies as the organization utilizes existing relationships within television, film, sports, music, and advertising to further grow the business. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WME IMG, LLC is a diversified global company with operations in client representation, event operations, distribution of media, sponsorship and licensing rights, as well as marketing and other services. William Morris Endeavor Entertainment, LLC bought IMG Worldwide Holdings, Inc. (IMG) in May 2014 for approximately $2.4 billion with equity financing from Silver Lake Partners in the amount of $461 million. Reported revenue as of LTM Q3 2018 was approximately $3.2 billion. WOODBRIDGE GROUP: $1.9M Sale of Beverly Hills Property Approved --------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Debtor Lincolnshire Investments, LLC's real property located at 1312 Beverly Grove Pl., Beverly Hills, California, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to RHW Investments, LLC for $1.89 million. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fees out of the sale proceeds by paying the Seller's Broker Fee to Sotheby's in the amount of up to 2% of the gross sale proceeds and by paying the Purchaser's Broker Fee to Douglas Elliman in the amount of up to 2.5% of the gross sale proceeds. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3166_Order.pdf 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. WOODBRIDGE GROUP: $175K Sale of Sachs' Carbondale Property Approved ------------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Debtor Sachs Bridge Investments, LLC's real property located at 218 Crystal Canyon Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Frank Goldsmith and Cynthia Goldsmith for $175,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fee to Sotheby's out of the sale proceeds in an amount up to 2.5% of the gross Sale proceeds. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3167_Order.pdf 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. WOODBRIDGE GROUP: $180K Sale of Sachs' Carbondale Property Approved ------------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Debtor Sachs Bridge Investments, LLC's real property located at 376 Crystal Canyon Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Jan Silfverskiold for $180,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fee to Sotheby's out of the sale proceeds in an amount up to 5% of the gross Sale proceeds. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3165_Order.pdf 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. WOODBRIDGE GROUP: $4M Sale of Sagebrook's Beverly Hills Propty. OKd ------------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Debtor Sagebrook Investments, LLC's real property located at 1258 Lago Vista Dr., Beverly Hills, California, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Kuldip Kumar Vaid and Ananya Anna Vaid for $4.175 million. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fees out of the sale proceeds by paying the Seller's Broker Fee to Sotheby's in the amount of up to 2% of the gross sale proceeds and by paying the Cooperating Broker Fee to Compass in the amount of up to 2.5% of the gross sale proceeds. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3164_Order.pdf 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. WOODBRIDGE GROUP: $615K Sale of Hackmatack Carbondale Land Okayed ----------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Debtor Hackmatack Investments, LLC's real property located at 72 Golden Bear Dr., Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Robert Duane Ostermiller Jr. and Laurie Marie Ostermiller for $615,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fees out of the Sale proceeds by paying the Seller's Broker Fee to Sotheby's in an amount up to 2.5% of the gross Sale proceeds and paying the Purchasers' Broker Fee to IMP in an amount up to 2.5% of the gross Sale proceeds. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3168_Order.pdf 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. Y.S.K. CONSTRUCTION: Shorb Buying Berwyn Height Property for $630K ------------------------------------------------------------------ Y.S.K. Construction Corp. asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of its principal asset, a parcel of improved commercial real property located at 8422 Ballew Avenue, Berwyn Heights, Maryland to Shorb Properties II, LLC, for $630,000. On Sept. 21, 2018, the Debtor filed a Chapter 11 Plan of Reorganization and a Disclosure Statement in Support of the Plan. The Court has set a hearing to consider approval of the Disclosure Statement and confirmation of the Plan on Jan. 7, 2019. The Debtor's Plan was premised upon the Debtor borrowing sufficient funds from Evergreen Unlimited, LLC, an affiliate company, to pay the Apex lien as well as all other claims in the case. Contemporaneously with the Plan, the Debtor filed a motion asking authority to enter into a loan agreement for that purpose, and on Oct. 11, 2018, the Court entered an order authorizing the Debtor to enter into such transaction. After filing its Plan, the Debtor became aware that it may be unable to consummate the loan agreement. Accordingly, the Debtor began efforts to market the Property for sale. In November, 2018, the Debtor entered into discussions with a potential purchaser of the Property, Shorb, and, on Nov. 29, 2018, Shorb executed a Contract of Sale to purchase the Property. By its terms, the Contract of Sale calls for Shorb to purchase the Property for a gross sale price of $630,000. Shorb has made a deposit of $50,000 in connection with the contract, with the balance to be paid on the closing date, which is set Jan. 31, 2019. The contract is not subject to any financing contingency, and on information and belief, Shorb has sufficient funds to close the transaction without financing the purchase price. The Debtor purchased the Property in 1990. Thereafter, it operated a construction business in the property until that business closed in 1996. Since that time, the Debtor has continued to own the property and has rented the property to Evergreen. The Debtor has listed the Property in the bankruptcy schedules with a total value of $700,000. It believes its contract with Shorb to sell the Property for $630,000 constitutes a fair and commercially reasonable value for the Property. The Property is encumbered by a deed of trust securing a loan from Apex. Apex filed a proof of claim in the Debtor's bankruptcy case asserting the balance of principal and interest due on its claim of $285,480. Since the filing of the case, the Debtor has made adequate protection payment to Apex in the amount of $1,200 per month. This amount may not have covered all interest on the Apex claim, but the Debtor believes the amount of the claim is close to the amount indicated in the Apex proof of claim. The Property is also encumbered by the tax lien of Prince George's County, Maryland, for 2018-19 property taxes in the amount of $5,784. The Debtor asks permission to sell the Property to Shorb and pay outstanding liens in full at the closing of the sale. It anticipates closing the sale by Jan. 31, 2019, the closing date set in the contract. From the proceeds of sale received at the closing, the Debtor will pay the actual and reasonable costs of closing the sale, including a real estate commission of 6% of the gross sale price, and will satisfy the Apex and Prince George's County liens. After making such payments, the Debtor estimates that net proceeds of approximately $280,000 will remain for distribution to the bankruptcy estate. Currently, the Debtor estimates a total of approximately $51,000 in claims exist in the bankruptcy case, aside from the claims of Apex and Prince Georges County secured by the Property. It believes it has rights to challenge the amounts due regarding outstanding claims and that the balance actually due on all claims (aside from the Apex and Prince Georges County claims) is less than $10,000. However, in the event the sale is consummated prior to confirmation of a chapter 11 plan, the Debtor will place in escrow an amount not less than $85,000 from the net sale proceeds in order to pay allowed unsecured claims as well as outstanding administrative expenses in the case upon confirmation of the plan. The Debtor submits that it should be entitled to sell the Property subject to outstanding liens and encumbrances, and that it is in the best interest of the estate and the parties hereto to authorize the Debtor to proceed to sell the Property according to the terms set forth. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/YSK_Construction_54_Sales.pdf The Purchaser: SHORB PROPERTIES II, LLC 10518 Warfield St. Kensington, MD 20895 The Purchaser is represented by: Tod Cross AMR COMMERICAL, LLC 4849 Rugby Ave., Suite 200 Bethesda, MD 20814 About Y.S.K. Construction Corporation Y.S.K. Construction Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-15018) on April 16, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Wendelin I. Lipp presides over the case. Augustus T. Curtis, Esq., at Cohen Baldinger & Greenfeld, LLC, is the Debtor's legal counsel. [*] McGlinchey Bags Turnaround Award for Ch. 11 Reorganization -------------------------------------------------------------- McGlinchey Stafford's Creditors' Rights, Financial Restructuring, and Bankruptcy practice has received the "Chapter 11 Reorganization of the Year" Award in the $10 million-$25 million category for its work on the Chapter 11 bankruptcy cases of Acadiana Management Group and its affiliates. McGlinchey Stafford attorneys Rudy Cerone and Sarah Edwards, as co-counsel with Samuel S. Ory of Frederic Dorwart, Lawyers PLLC in Tulsa, represented a bank group led by Bank of Oklahoma on both an operating line of credit and real estate loans in the AMG bankruptcy proceedings, ultimately leading to confirmation of a consensual plan of reorganization. As part of the consideration received by the bank group under the confirmed plan, hospital properties in four states were transferred from AMG to the Bank. The closings of those post-confirmation transactions were handled by Charles Adams and Rudy Aguilar III of McGlinchey Stafford. Steve Fleming and David Tyburski of PwC in New York were financial advisors to the bank group in the Chapter 11 cases. "This is a prestigious award which recognizes the efforts of a team of talented and diligent attorneys and financial advisors, working together on behalf of our clients, to bring the matter to a successful resolution," said Mr. Cerone, who leads the firm's Creditors' Rights, Financial Restructuring, and Bankruptcy practice group. McGlinchey Stafford's Creditors' Rights, Financial Restructuring, and Bankruptcy practice includes attorneys from its offices nationwide who offer integrated, innovative services to clients such as commercial and consumer lenders and servicers, including bondholders, bond issuers, and financial lending institutions, as well as creditors in all industries and businesses in all stages of Chapter 11 proceedings. The team leverages McGlinchey Stafford's extensive financial services, transactional, and litigation experience firm-wide to deliver a skillful, comprehensive, and value-added approach to insolvency-related issues. The honor comes as part of the 13th Annual Turnaround Awards bestowed by The M&A Advisor, the mergers and acquisitions industry's leading media outlet. The award will be presented during the 2019 Distressed Investing Summit, taking place March 28 in Palm Beach, Florida. About McGlinchey Stafford McGlinchey Stafford -- http://www.mcglinchey.com/-- is a full-service law firm providing innovative legal counsel to business clients nationwide. Guiding clients wherever business and law intersect, McGlinchey Stafford's 170 attorneys are based in 14 offices in Alabama, California, Florida, Louisiana, Mississippi, New York, Ohio, Tennessee, Texas, and Washington, DC. ********* 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. 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The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***