/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190226.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 26, 2019, Vol. 23, No. 56 Headlines 2671 CENTERVILLE: Sale of Georgia Property to Fund Plan 401 REALTY: Files Joint Chapter 11 Plan of Liquidation A.N.P. ELECTRIC: April 2 Hearing on Disclosure Statement Approval ACRO BIOMEDICAL: Has $75,000 Net Loss in Dec. 31 Quarter ADVANCE SPECIALTY: PCO Files 4th Interim Report AEGEAN MARINE: Oaktree Files Limited Objection to Plan Disclosures AEON GLOBAL HEALTH: Has $175,000 Net Loss in Dec. 31 Quarter AFTERMASTER INC: Posts $2.18-Mil. Net Loss in Dec. 31 Quarter AIX ENERGY: Joshua Searcy to Serve as Successor Liquidating Trustee ALBANY EYE: Removes IRS Priority Unsecured Claim in Plan ALCAP PROPERTIES: Unsecureds to Get Nothing Under Proposed Plan ALL AMERICAN OIL: Bid to Appoint Examiner Withdrawn, Dismissed ALL FOR ONE MEDIA: Posts $2.82-Mil. Net Loss in Dec. 31 Quarter ALTA MESA: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative APPLE STREET: Unsecureds to Get 25% Initial Payment Under Plan ASR CONSTRUCTORS: Court Affirms Dismissal of Waterworks' Lawsuit AVOWOOD INC: U.S. Trustee Unable to Appoint Committee BANK OF ANGUILLA: Amends Plan to Incorporate Court Comments BAUSCH HEALTH: Fitch Rates Sr. Sec. Notes Offering 'BB-'/'RR1' BAUSCH HEALTH: Moody's Rates Sr. Sec. Notes 'Ba2', Outlook Stable BAUSCH HEALTH: S&P Rates $500MM Sr. Secured Notes Due 2027 'BB-' BEACHY REALTY: U.S. Trustee Unable to Appoint Committee BEAUTIFUL BROWS: Permitted to Use Cash Collateral on Final Basis BELLE CREOLE: Voluntary Chapter 11 Case Summary BEVERLY E. MCKITTRICK: $1M Sale of Arlington Property Okayed BLUE RIDGE: $600K Sale of Business Assets to Blackfish Armory OK'd BLUEFIELD WOMEN'S: Unsecureds to Receive Full Payment Under Plan BURKHALTER RIGGING: Permitted to Use Cash Collateral Until March 1 CALLAMAC INC: U.S. Trustee Unable to Appoint Committee CBL & ASSOCIATES: Moody's Cuts Senior Debt to B1, Outlook Stable CEL-SCI CORP: Posts $1.2-Mil. Net Income in Dec. 31 Quarter CENTERSTONE LINEN: Sale of All Assets of Alliance to Crown Approved CHAMPION BLDRS: $1.3K Sale of 2001 Road Hog Blue Trailer Approved CHAMPION BLDRS: $1.6K Sale of 2001 Road Hog Blue Trailer Approved CHAMPION BLDRS: $2.8K Sale of 1998 Road Hog Red Trailer Approved CHAMPION BLDRS: $3.3K Sale of 2002 Road Hog Red Trailer Approved CHAMPION BLDRS: $3.3K Sale of 3-Axle Road Hog Form Trailer Okayed CHURCH HOME: Fitch Affirms BB Ratings on 2016A/2016B-1 Bonds CNT HOLDINGS: Moody's Alters Outlook on B2 CFR to Stable COMMUNITY HEALTH: Okays Compensation Arrangements for Executives COMMUNITY HEALTH: Saba Capital Has 5.31% Stake as of Dec. 31 CONN'S INC: S&P Alters Outlook to Positive, Affirms 'B' ICR CORRIDOR MEDICAL: Files 1st Supplemental Report DAMODAR LLC: Seeks Interim Approval to Use Cash Collateral DAVID CEBERT: $81K Sale of Interest in 3 Vehicles Approved DELTA AG GROUP: Court Dismisses Chapter 11 Bankruptcy Case DESERT LAND: Discloses Dismissal of Sher Creditors' Appeal DIGIPATH INC: Has $462,000 Net Loss in Dec. 31 Quarter DITECH HOLDING: Seeks to Hire Epiq as Administrative Agent DITECH HOLDING: Seeks to Hire Weil Gotshal as Legal Counsel EDEN HOME: Eyes on Fall Reduction Strategies, PCO's 6th Report Says EMPIRE GENERATING: S&P Withdraws 'CC' Senior Secured Debt Rating ESCALON MEDICAL: Posts $218,000 Net Loss in Dec. 31 Quarter FAIRGROUNDS PROPERTIES: $90K Sale of Lot 32 to Lees Approved FAIRGROUNDS PROPERTIES: $95K Sale of Lot 31 to 630 North Approved FIBRANT LLC: April 17 Plan Confirmation Hearing FIRST AMERICAN: S&P Affirms 'B' ICR on Strong Revenue Growth FULCRUM EXPLORATION: Unsecureds to Get 100% in 20 Quarters GARRETT PROPERTIES: To Supplement Sale of Ms. Garrett's Property GINGER SPOKANE: Gets Interim Approval to Use Cash Collateral GREEK BROS: To Pay Wharton County $902 Monthly Under Latest Plan GUILBEAU MARINE: Plan Outline Approval Hearing Set for April 1 GULFSLOPE ENERGY: Has $424,000 Net Loss in Dec. 31 Quarter HENRY MELTON: Trustee's $150K Sale of Property to Settle Suit OK'd HIGH TIMES: March 26 Plan Confirmation Hearing HIGH TIMES: Unsecured Creditors to Recoup 34% Dividend Under Plan IFRESH INC: KeyBank Loan Noncompliance Raises Going Concern Doubt ILPEA PARENT: S&P Affirms 'B' Long-Term Rating, Outlook Stable IMMUNE PHARMACEUTICALS: Case Summary & 20 Top Unsecured Creditors INTEGRATED VENTURES: Posts $529,000 Net Income in Dec. 31 Quarter INTERIOR COMMERCIAL: Allowed to Use Cash Collateral to Pay Salaries INTERNATIONAL IRON: April 10 Evidentiary Hearing on Plan Outline JAZPAL LLC: MBGC to Pay $10K Monthly Over Current Obligations JONES ENERGY: Q Global Capital Owns 9.1% of Class A Shares JONES ENERGY: Scott McCarty Quits as Director JOSEPH HEATH: $448K Sale of Reston Property to Woods Approved JTWW INC: Has Authority to Use Cash Collateral on Interim Basis KING'S PEAK: New MBL Plan Incorporates Soliz Energy Settlement KPH CONSTRUCTION: Seeks Authorization to Use Cash Collateral L R & T INC: Unsecured Creditors to Get $78 Monthly for 15 Years LATIN AMERICAN MUSIC: Peer International Bid for Sanctions Granted LINTON VETERINARY: U.S. Trustee Unable to Appoint Committee LUVU BRANDS: Posts $199,000 Net Income in Dec. 31 Quarter M&P COLLECTIONS: March 5 Auction of Substantially All Assets MAJOR EVENTS: Sale of Real Estate, Business Operation to Fund Plan MDMT CONSULTING: U.S. Trustee Unable to Appoint Committee MIDWAY OILFIELD: Proposed PPL Auction of Excess Equipment Approved MOBILITY SALES: Seeks Authorization to Use Cash Collateral MODERN MEDIA: Needs More Capital to Continue as Going Concern MOHAJER12 CORP: Cash Use Allowed to Pay Medical Insurance Premium MONTGOMERY SERVICES: Palm Beaches Unsecureds to Get $20K Under Plan MYSTERY ROOM: U.S. Trustee Forms 4-Member Committee NASROLLAH GASHTILI: $1.4M Sale of Calabasas Property to Cheng OK'd NEIGHBORS LEGACY: March 22 Plan Confirmation Hearing NEONODE INC: Chief Financial Officer Lars Lindqvist Resigns NORDAM GROUP: Seeks to Extend Exclusive Filing Period to April 15 NORTHBELT LLC: Seeks Authority to Use Wilmington Cash Collateral NOVUM PHARMA: Has Interim Approval to Use Cash Collateral OFFICE BARGAIN: U.S. Trustee Unable to Appoint Committee OHR PHARMA: Future Negative Cash Outflows Cast Going Concern Doubt OW BUNKER: 5th Cir. Upholds Ruling Rejecting NuStar Maritime Liens PALMETTO BRUSH: U.S. Trustee Unable to Appoint Committee PANAGIOTIS NASSIOS: Counsel Asked to Submit Proposed Notice of Sale PARADIGM DEVELOPMENT: $922K Sale of Covington Property to SD Okayed PEARL CITY GARAGE: Seeks Authorization to Use Cash Collateral PHD GROUP: S&P Alters Outlook to Stable, Affirms 'B-' ICR PINE FOREST: Collection of Rents, Business Revenue to Fund Plan PROFRAC SERVICES: S&P Downgrades ICR to 'B-', Outlook Negative QUALITY CONSTRUCTION: March 25 Plan Confirmation Hearing R & B SERVICES: Hires Castellano Korenberg as Accountant RADER LODGE: Seeks to Hire Hansen Auction as Realtor RANDAL D. HAWORTH: PCO Files 5th Interim Report RCJM INC: Allowed to Use Cash Collateral on Interim Basis REAL CARE: Unsecured Creditors to Get 10% of Allowed Claim RICH HONEY: Pacoima Development Seeks Appointment of Examiner RYNOX REALTY: Seeks Authorization to Use Cash Collateral SANABI INVESTMENTS: April 3 Plan Confirmation Hearing SARATOGA RESOURCES: J. Searcy Named as Successor Litigation Trustee SAS HEALTHCARE: Allowed to Use Cash Collateral on Interim Basis SEARS HOLDINGS: Committee Hires Herrick as Special Counsel SENIOR CARE: Seeks Approval of KeyBank Cash Collateral Agreement SINDESMOS HELLINIKES: Hires Herzog & Schwartz as Attorneys SONOMA PHARMACEUTICALS: Has $2.3-Mil. Net Loss in Dec. 31 Quarter SOVRANO LLC: Has Final Nod to Use Equity Bank Cash Collateral SPAR BUSINESS: SBS to Contribute 5% of Total Claim Amount SPECIALTY RETAIL: Modifies Treatment of Unsecureds in New Plan SPECTRUM ALLIANCE: Interest in Stabilized Assets Sold to DCM STALEY EXPEDITE: U.S. Trustee Unable to Appoint Committee TDE OF ILLINOIS: Allowed to Use PNC Cash Collateral Until March 15 TECHNICAL COMMUNICATIONS: Gets Noncompliance Notice from Nasdaq TELEXFREE LLC: Hires Fisher Auction as Real Estate Broker TEPPANYAKI BOX: U.S. Trustee Unable to Appoint Committee TERRAVISTA PARTNERS: Has Final OK to Use Fannie Mae Cash Collateral THINGS REMEMBERED: Allowed to Use Cash Collateral on Interim Basis THINGS REMEMBERED: Hires Kirkland & Ellis as Attorney THINGS REMEMBERED: Hires Malfitano as Asset Disposition Advisor THINGS REMEMBERED: Seeks Authorization to Use Cash Collateral THOMAS DEE ENGINEERING: A. Widener Appointed as Committee Member TITAN MEDICAL: BDO Canada LLP Raises Going Concern Doubt TOTAL COMM SYSTEMS: Treatment of Secured Tax Claimants Amended TOTAL FINANCE: Hires Kurtzman as Claims and Noticing Agent TOTAL FINANCE: U.S. Trustee Forms 5-Member Committee TRANSPORTATION AND LOGISTICS: Management Raises Going Concern Doubt UMA AVENTURA: U.S. Trustee Unable to Appoint Committee UNITI GROUP: Moody's Lowers CFR to Caa2, Outlook Negative USA COMPRESSION: S&P Assigns 'B+' Rating on Senior Unsecured Notes VEHICLE ALIGNMENT: Unsecureds to Get 100% Over 4 Years VERNON PARK: Seeks to Hire Richard Walker as Accountant WHITETAIL AUTO: Seeks Access to Global Funding Cash Collateral WILKENS 2003 TRUST: Hires Harris Law as Bankruptcy Counsel WINDSTREAM HOLDINGS: Case Summary & 50 Largest Unsecured Creditors WINDSTREAM HOLDINGS: S&P Lowers ICR to 'CCC-', Outlook Negative WINDSTREAM SERVICES: Moody's Cuts CFR to Caa3 on Adverse Ruling WOODBRIDGE GROUP: $100K Sale of Two Carbondale Properties Approved WOODLAWN COMMUNITY: Hires Dr. Nixon as Interim CEO and President YBARRA ENTERPRISES: Has No Patient Care Issues, Self-Report States ZAREMBA GROUP: R. Frank to Continue Service as Ch. 11 Trustee ZEST ACQUISITION: S&P Affirms 'B' ICR Despite Weaker Revenue ZIER PROPERTIES: U.S. Trustee Unable to Appoint Committee ********* 2671 CENTERVILLE: Sale of Georgia Property to Fund Plan ------------------------------------------------------- 2671 Centerville Hwy LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement in support of its plan of reorganization. 2671 Centerville Hwy LLC was established in 20l6. It owns and operates a strip mall located at 267l Centerville Hwy, Snellville, Georgia (the "Property"). Unsecured creditors holding allowed claims will receive distributions, which the proponent of the Plan has valued at approximately 100 cents on the dollar. The Debtor will sell the Georgia property located at $1,850,000. After satisfying the first and second liens, there will be enough funds to satisfy the timely filed, allowed claims of general, undisputed, liquidated, unsecured, non-priority creditors, unsecured creditors in full. Said amount will be paid to the claimants at closing but no later than 30 days after the closing on the properly. The sale of the property will be conducted by auction to generate the quickest sale and will have a reserve price of $1,500,000. A copy of the Disclosure Statement is available at https://is.gd/1T1GMe from Pacermonitor.com at no charge. About 2671 Centerville Hwy LLC Based in Atlanta, Georgia, 2671 Centerville Hwy, LLC, filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-71822) on Dec. 31, 2018, estimating under $50,000 in assets and under $1 million in debt. The petition was signed by Sabi Varon, managing member. Ian M. Falcone, Esq., at The Falcone Law Firm, P.C., serves as the Debtor's counsel. 401 REALTY: Files Joint Chapter 11 Plan of Liquidation ------------------------------------------------------ 401 Realty Corp. and 401 Sunrise Corp. filed a disclosure statement in support of their chapter 11 joint plan of liquidation. The Debtors sold the assets of 401 Realty for the sum of $750,000 and sold the assets of 401 Sunrise for the sum of $50,000. After payment of administrative expenses and priority claims, the remaining sale proceeds will be distributed to the equity interest holders of 401 Realty and to the unsecured creditors of 401 Sunrise. 401 Realty does not have any general unsecured creditors. General unsecured creditors of 401 Sunrise are classified in Class 2 and will receive a distribution of approximately 1.43% of their allowed claims to be distributed as follows: lump sum payment on the effective date or such date as the claim is allowed by final non-appealable order. Payments and distributions under the Plan will be funded by the proceeds of the sale of the Debtors assets in the amount of $750,000 in the 401 Realty case and $50,000 in the 401 Sunrise case, which are being held in escrow by counsel to the Debtors. Additionally, available cash remaining from operations in the 401 Sunrise case in the estimated amount of $20,000 will be turned over to Debtors’ counsel for distribution to creditors. Morrison Tenenbaum PLLC will be the disbursing agents under the Plan. The proposed Plan has the following risks: The sale will have closed prior to confirmation and proceeds will be held in escrow by counsel to the Debtors. There is no risk concerning the funding of the Plan. Contested litigation concerning confirmation of the Plan could result in increased administrative expenses that will decrease the cash available for creditors. A copy of the Disclosure Statement is available at https://is.gd/QT8YuJ from Pacermonitor.com at no charge. About 401 Realty Corp. and 401 Sunrise Corp. 401 Realty Corp. owns a real property located at 401 Randall Avenue, Lynbrook, New York, which is a vacant lot currently used as the back parking lot for the Lynbrook Diner. 401 Sunrise Corp. operates a diner located at 401 Sunrise Highway, Lynbrook, New York, known as the Lynbrook Diner. It owns the diner building and contents but not the land. The land is leased from Anna and Andreas Costa. 401 Realty Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-44350) on July 27, 2018. On Aug. 13, 2018, 401 Sunrise filed for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 18-44666). The cases are jointly administered under Case No. 18-44350. At the time of the filing, 401 Realty estimated assets of less than $100,000 and liabilities of less than $500,000. 401 Sunrise estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Carla E. Craig presides over the cases. The Debtors tapped Morrison Tenenbaum, PLLC as their legal counsel. A.N.P. ELECTRIC: April 2 Hearing on Disclosure Statement Approval ----------------------------------------------------------------- The Bankruptcy Court will consider the approval of the Disclosure Statement explaining A.N.P. Electric, Inc.'s Chapter 11 Plan at a hearing on April 2, 2019, at 11:00 a.m. Objection must be filed at least seven calendar days prior to the Disclosure Statement Hearing. Class 1-E consists of Allowed Unsecured Claims of Creditors whose Allowed Unsecured Claim is $1,000.00 or less, or that make an election to reduce their Allowed Unsecured Claim to $1,000.00, so that they can be treated in accordance with Class 1-8. Class 1-E Creditors will be paid a pro-rata share from ANP's Excess Cash Flow, on a semi-annual basis until they have been paid 50% of the amount of their Allowed Claim, after all senior Allowed Claims have been paid in accordance with the terms of the Plan, but before any payments are made to Class 1-D. ANP estimates $2,000 of total Allowed Claims will fall within this Class. Class 1-C consists of the Allowed Secured Claim held by Ally related to its first position lien on ANP's 2015 Ram Promaster City. Ally filed a proof of claim in the amount of $15,938.6. Ally will retain its first position lien on the Vehicle and will be paid its Allowed Secured Claim as follows: The interest rate will be adjusted to 4% as of the Petition Date. This obligation will be reamortized at the Allowed Secured Claim amount as of the Petition Date. ANP will continue to pay the same monthly payment amount called for in the pre-petition loan agreement of $502.23 on a monthly basis. Given the change of interest rate, ANP estimates that the Allowed Secured Claim will be satisfied approximately 36 months after the Petition Date. Class 1-D consists of the Allowed Unsecured Claims of Creditors. Class l-D Creditors may elect to be treated in accordance with Class 1-E, or it shall be treated in accordance with Class 1-D. Class 1-D Creditors shall be paid pro-rata share from ANP's Excess Cash Flow, on a semi-annual basis, after all senior Allowed Claim have been paid in accordance with the terms of the Plan. Class 1-F consists of the Allowed Interests of ANP held by Pelletiere. Pelletiere shall retain his Allowed Interest which shall be reduced to 5l% in ANP by borrowing funds from Dominic Pelletiere, and Dominic Pelletiere shall also purchase a new 49% interest in ANP, both in consideration for providing the Equity Funding required under the Plan. Class 2-D consists of the Allowed Secured Claim of Maricopa County as to Pelletiere's Residence. Maricopa County Treasurer did not file a proof of claim and Pelletiere believes that all real property taxes owed to Maricopa County are current and being paid currently through the escrow account with Ocwen, thus Pelletiere asserts that no payments shall be required to this Class. Pelletiere will pay his real property taxes when they are due and payable going forward through the escrow account with Ocwen. Class 2-E consists of the Allowed Secured Claim held by Ocwen as to its first position secured interest in Pelletiere's Residence. Pelletiere asserts that Ocwen's Claim is in first position on Pelletiere's Residence junior only to any outstanding real property taxes. Pelletiere shall become the sole obligor on this debt as of the Petition Date and the interest rate shall be fixed at 4.5% as of the Petition Date. Pelletiere is current on his payments to Ocwen and will continue to pay on this Allowed Secured Claim the monthly payment amount which includes an escrow for real property taxes and insurance which is presently $1,461.23 per month. Class 2-F consists of the Allowed Secured Claim held by Chase related to its second position lien on Pelletiere's Residence. Pelletiere asserts that Chase's Claim is in second position on Pelletiere's Residence junior only to any outstanding real property taxes and Ocwen's Claim. Pelletiere shall become the sole obligor on this debt as of the Petition Date of the Plan and the interest rate shall become fixed at 4.5% as of the Petition Date. Class 2-G consists of the Allowed Unsecured Claims of Creditors of Pelletiere. Class 2-G Creditors may elect to be treated in accordance with Class 2-H, or they shall be treated in accordance with Class 2-G. Class 2-G Creditors shall be paid a pro-rata share from Pelletiere's Excess Cash Flow, on a semi-annual basis (with payments to be sent out for the prior half-year by February 15 and August 15), after all senior Allowed Claims (including Class 2-H) have been paid in accordance with the terms of the Plan. Class 2-H consists of Allowed Unsecured Claims of Creditors whose Allowed Unsecured Claim is $500.00 or less, or that make an election to reduce their Allowed Unsecured Claim to $500.00, so that they can be treated in accordance with Class 2-G. Class 2-H Creditorss hall be paid a pro-rata share from Pelletiere's Excess Cash Flow, on a semi-annual basis, until they have been paid 50% of the amount of their Allowed Unsecured Claim Class 2-I - Allowed Interest of Pelletiere. Pelletiere shall retain his interest in all estate property in consideration of his funding of the Allowed Claims from his post-petition earnings, as set forth herein, the contribution of the Equity Funding, and shall receive all exempt property. Pelletiere's Plan will be funded by Pelletiere's post-petition earnings, Equity Funding and Excess Cash Flow. ANP's plan will be funded by its operations, Equity Funding and Excess Cash Flow. Both Plans will also receive the Equity Funding. The Reorganized Debtors shall act as the Disbursing Agent under the Plan. A full-text copy of the First Joint Disclosure Statement dated February 14, 2019, is available at http://tinyurl.com/y6aut8nnfrom PacerMonitor.com at no charge. About A.N.P. Electric A.N.P. Electric, Inc. and Anthony Nicholas Pelletiere, the company's president filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 18-12801 and 18-12802) on Oct. 19, 2018. At the time of filing, A.N.P. Electric had less than $50,000 in estimated assets and $50,000 to $100,000 in estimated liabilities. The Debtors are represented by D. Lamar Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, P.C. ACRO BIOMEDICAL: Has $75,000 Net Loss in Dec. 31 Quarter -------------------------------------------------------- Acro Biomedical Co., Ltd., filed its quarterly report on Form 10-Q, disclosing a net loss of $75,016 on $1,354,000 of revenues for the three months ended Dec. 31, 2018, compared to a net income of $80,227 on $1,445,000 of revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,270,935, total liabilities of $103,075, and $1,167,860 in total stockholders' equity. Chief Executive Officer and Chief Financial Officer Pao-Chi Chu states that the management believed that the substantial doubt about the Company's ability to continue as a going concern no longer exists. For the year ended September 30, 2018, the Company had limited cash and negative cash flow from its operations. During the three months ended December 31, 2018, the company had more cash and generated positive cash flow from its operations. A copy of the Form 10-Q is available at: https://is.gd/PozjHr Acro Biomedical Co., Ltd., a development stage company, intends to develop and market nutritional products. It also sells cordycepin and cordyceps powder. The Company was formerly known as Killer Waves Hawaii, Inc. and changed its name to Acro Biomedical Co., Ltd. in January 2017. Acro Biomedical Co., Ltd. was founded in 2014 and is based in Fishers, Indiana. ADVANCE SPECIALTY: PCO Files 4th Interim Report ----------------------------------------------- Tamar Terzian, duly appointed Patient Care Ombudsman for Advance Specialty Care, filed a fourth interim report for Advance Specialty Care, LLC before the U.S. Bankruptcy Court for Central District of California. Based on the Report, the PCO continues to observe the Debtor's Registered Nurses ("RNs") and some of the Licensed Vocational Nurses ("LVNs") at the patients' homes. The PCO reports that each RN visits about 14 patients per month. The family provides a plan of care stated by the doctors depending on the situation. The PCO specifically observed two patients where the LVNs have been with the patients for more than 2 years. The PCO reported that the LVNs were positive and assisted the patients in administering the medications and providing daily therapy for the patients. The PCO also spoke with the family members that were present during the patient visits and neither families had any complaints as to the patient care provided. The PCO said that the procedures and protocols of the registered nurses and LVNs are properly implemented. Hence, the PCO has nothing to recommend about the Debtor. Overall, the PCO finds that all care provided to the patients by the Debtor is well within the standard of care. A full-text copy of the Fourth Interim Report is available for free at: http://bankrupt.com/misc/cacb17-24737-229.pdf About Advance Specialty Care Based in Los Angeles, California, Advance Specialty Care, LLC, is a home-health care provider offering nursing, physical therapy, occupational therapy, speech pathology, medical social, and home health aide services. The company previously sought bankruptcy protection on March 19, 2016, (Bankr. C.D. Calif. Case No. 16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No. 17-23070). Advance Specialty Care, LLC, a/k/a ASC, LLC filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-24737) on Nov. 30, 2017. The petition was signed by Moises L. Simbulan, chief financial officer. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Robert N. Kwan. AEGEAN MARINE: Oaktree Files Limited Objection to Plan Disclosures ------------------------------------------------------------------ Oaktree Capital Management, L.P., Hartree Partners, LP, Hartree-OCM AMPN Holdings (Delaware), LLC, Hartree-OCM AMPN Holdings II (Delaware), LLC, and Oaktree Opportunities Fund Xb Holdings (Cayman), L.P., filed a limited objection to approval of the Disclosure Statement for the Joint Plan of Reorganization of Aegean Marine Petroleum Network, Inc. and Its Debtor Affiliates. The Creditors complain that the disputed language effectively disclaims the accuracy of the facts described by the Debtors in section VI(G) of their Revised Disclosure Statement. Moreover, according to Creditors, the disputed language purports to enjoin any party, including the Oaktree and Hartree Parties, from even referencing the facts and circumstances in section VI(G) of the Revised Disclosure Statement in support of any future relief that they may seek in the chapter 11 cases. The Creditors point out that the Debtors clearly have not satisfied any of the procedural or substantive legal requirements that would govern any such blanket prohibitions. Counsel for Oaktree Capital Management, L.P. and Hartree Partners, LP, et al.: Thomas E Lauria, Esq. Matthew C. Brown, Esq. WHITE & CASE LLP Southeast Financial Center 200 South Biscayne Boulevard, Suite 4900 Miami, FL 33131-2352 Telephone: (305) 371-2700 Facsimile: (305) 385-5744 Email: tlauria@whitecase.com mbrown@whitecase.com -- and -- Harrison Denman WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020-1095 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 Email: harrison.denman@whitecase.com -- and -- Jason N. Zakia, Esq. WHITE & CASE LLP 227 West Monroe Street, Suite 3900 Chicago, IL 60606-5055 Telephone: (312) 881-5400 Facsimile: (312) 881-5450 Email: jzakia@whitecase.com About Aegean Marine Petroleum Network Aegean Marine Petroleum Network Inc. -- http://www.ampni.com/-- is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in more than 30 markets and a team of professionals ready to serve its customers wherever they are around the globe. Aegean Marine Petroleum Network Inc., et al., sought bankruptcy protection on Nov. 6, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-13374). The jointly administered cases are pending before Judge Hon. Michael E. Wiles. In the petition signed by Spyridon Fokas, general counsel and secretary, Aegean Marine estimated assets of $1 billion to $10 billion and total liabilities of $500 million to $1 billion. The Debtors tapped Kirkland & Ellis International LLP as general counsel; Moelis & Company as Financial Advisor; Ernst & Young LLP, as restructuring advisor; Epiq Bankruptcy Solutions, LLC, as claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 15, 2018. The committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel. AEON GLOBAL HEALTH: Has $175,000 Net Loss in Dec. 31 Quarter ------------------------------------------------------------ AEON Global Health Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $175,000 on $3,545,252 of total net revenues for the three months ended Dec. 31, 2018, compared to a net loss of $2,983,867 on $5,531,222 of total net revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $10,342,143, total liabilities of $8,783,341, and $1,558,802 in total stockholders' equity. The Company states that its operations and product development activities have required substantial capital investment to date. Its recurring operating losses and capital needs, among other factors, raise substantial doubt about our ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/1Rlvt2 Headquartered in Gainesville, Georgia, AEON Global Health Corp. (OTCQB: AGHC) primarily provides an array of clinical testing services to health care professionals through its wholly-owned subsidiary, Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories ("AEON"). AFTERMASTER INC: Posts $2.18-Mil. Net Loss in Dec. 31 Quarter ------------------------------------------------------------- AfterMaster, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,182,287 on $408,064 of total revenues for the three months ended Dec. 31, 2018, compared to a net loss of $934,078 on $245,066 of total revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,179,772, total liabilities of $10,837,029, and $9,657,257 in total stockholders' deficit. The Company has an accumulated deficit of $80,865,569, negative working capital of $9,777,939 and currently has revenues which are insufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. If the Company is unable to obtain adequate capital, it could be forced to cease operations. A copy of the Form 10-Q is available at: https://is.gd/xUsiRT AfterMaster, Inc., together with its subsidiaries, operates as an audio technology company in the United States. It develops and commercializes proprietary audio and video technologies for professional and consumer use. The company offers AfterMaster audio, a mastering, remastering, and audio processing technology that makes various audio source sounds louder, fuller, deeper, and clearer; ProMaster, an online music mastering, streaming, and storage service designed for independent artists; and Aftermaster Pro, a personal audio re-mastering device. The company was formerly known as Studio One Media, Inc., and changed its name to AfterMaster, Inc., in September 2015. AfterMaster, Inc. is based in Scottsdale, Arizona. AIX ENERGY: Joshua Searcy to Serve as Successor Liquidating Trustee ------------------------------------------------------------------- The Liquidating Trust of the Debtors, AIX Energy, Inc. and Antero Energy Partners, LLC, seeks the U.S. Bankruptcy Court for the Northern District of Texas to approve the appointment of Joshua P. Searcy as the successor Liquidating Trustee for the Debtors, effective nunc pro tunc to January 18, 2019. The appointment was made following the passing of Jason R. Searcy as the Liquidating Trustee for the Trust of the Debtors. AIX Energy and Antero Energy Liquidating Trust is represented by: David J. Drez III, Esq. Jason M. Rudd, Esq. WICK PHILLIPS GOULD & MARTIN, LLP 3131 McKinney Avenue, Suite 100 Dallas, TX 75204 Phone: (214) 692-6200 Fax: (214) 692-6255 Email: david.drez@wickphillips.com jason.rudd@wickphillips.com About AIX Energy AIX Energy, Inc., is an oil and gas exploration and production company. AIX's business includes drilling oil and gas wells and selling the petroleum products that result from such drilling activities. As such, AIX acquires and holds drilling and production rights over various tracts of land located in Louisiana through a number of oil, gas and mineral leases. AIX Energy sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was signed by Robert A. Imel, president. The AIX case was originally assigned to Judge Barbara J. Houser, but was transferred to Judge Stacey G.C. Jernigan, who oversees the bankruptcy case of Antero Energy Partners. AIX tapped The Harvey Law Firm, P.C., as counsel when it filed for bankruptcy. The Debtor won approval to engage Orenstein Law Group, P.C., as special counsel. The Official Committee of Unsecured Creditors won approval to retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as counsel. * * * The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which was continued to Jan. 5, 2016. AIX on Feb. 12, 2016, filed a motion to extend by 90 days its exclusive period to propose a Chapter 11 plan by May 19, 2016, and its exclusive period to solicit acceptances of that that plan by Aug. 19, 2016. No order was entered. Instead, the Court on March 23 entered an order directing the appointment of a Chapter 11 trustee in AIX's case. On March 14, 2016, Judge Houser held a hearing on the motion for joint administration of the Chapter 11 cases of AIX and Antero. At the conclusion of the hearing, the Court determined not to order the joint administration of the cases and further determined to transfer the AIX case to Judge Jernigan. On March 18, 2016, the Official Committee of Unsecured Creditors and LegacyTexas Bank entered a stipulation extending the Investigation Period as defined in Final DIP the Order with respect to the Committee is extended through and including April 21, 2016. ALBANY EYE: Removes IRS Priority Unsecured Claim in Plan -------------------------------------------------------- Albany Eye Physicians & Surgeons, P.C., d/b/a Stasior & Stasior Eye Care, filed a Second Amended Combined Disclosure Statement and Plan to, among other things, remove the priority unsecured claim of the Internal Revenue Service in the amount of $11,000. The discharge granted by 11 USC Section 1141(d) is modified regarding the federal taxes covered by the terms of the Plan. The federal taxes will not be discharged, and the liens of the IRS will remain in effect against all property or rights to property of the Debtor including postpetition acquisitions, until all taxes provided for in the Plan are paid in full. Class 4- Timely Filed. Fixed and Liquidated General. Unsecured Claims are impaired. Unsecured claims listed in its schedules and/or for which proofs of claim were filed against the Debtor and the deficiency arising from treatment Of NBT Bank's Class 2 claim total approximately $113,548.67. The Debtor's Plan proposes to pay holders of timely filed, fixed and liquidated general, unsecured claims a dividend of not less than 1%, paid in a lump sum within fifteen (15) days of the entry of the Court's order confirming the Plan. Class 2- NBT Bank are impaired. NBT Bank has filed an amended claim in the aggregate amount of $140,835.66 on account of the Promissory Note and LOC. Based on the IRS's first-priority secured claim versus the value of the Debtor's assets as of the Petition Date, NBT Bank shall have an allowed, second-priority secured claim in the amount of $57,171.00, plus interest at 6% per annum over a period of sixty months from the entry of the Court's order confirming the Plan, resulting in a monthly payment of $1,105.29, with the balance of the asserted claim receiving treatment as provided for in Class 4 of the Plan. Class 5-lnsider Claims are impaired. The Debtor's principal, Dr. Orkan Stasior, and his wife hold claims against the Debtor in the aggregate amount of approximately $555,023.00. Holders of Class 6 Claims shall not receive a dividend on account of their claims and waive any payment under the Plan. Class 6- Equity. Dr. Orkan Stasior holds 100% Of the Debtor's shareholder interest. Dr. Stasior shall receive 100% of the shareholder interest in the reorganized Debtor on account of his waiver of his Class 6 claim. The Plan provides for payments over time to creditors from the Debtor's operations. In addition, the Debtor has sufficient funds on hand with which to pay allowed, administrative claims or has otherwise made arrangements for payment of such claims on terms acceptable to such administrative claimant. Accordingly, based on the income and expense projections attached hereto, the Debtor will have sufficient funds available to fund the Plan as of the Effective Date. A redlined version of the Disclosure Statement dated February 13, 2019, is available at https://tinyurl.com/yybdpx2d from PacerMonitor.com at no charge. About Albany Eye Physicians & Surgeons Albany Eye Physicians & Surgeons, P.C., which conducts business under the name Stasior & Stasior Eye Care, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 18-10626-1) on April 11, 2018. In the petition signed by Orkan Stasior, president, the Debtor estimated assets of less than $100,000 and debts of less than $500,000. The Debtor hired Nolan & Heller, LLP as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. Krystal A. Curley was appointed as the patient care ombudsman for the Debtor pursuant to Section 333(a)(1) of the Bankruptcy Code. ALCAP PROPERTIES: Unsecureds to Get Nothing Under Proposed Plan --------------------------------------------------------------- Alcap Properties, LLC filed with the U.S. Bankruptcy Court for the District of Connecticut a disclosure statement for its small business chapter 11 plan dated Feb. 12, 2019. Under the proposed plan, general unsecured creditors are classified in Class 2 and will receive a distribution of 0% of their allowed claims. Payments and distributions under the Plan will be funded by a loan from Nicole Alley in the amount of $275,000 to the Debtor secured by a first mortgage on the Debtor’s property located at 1-5 Alcap Ridge, Cromwell, Connecticut. Albert Farrah will maintain management of the Debtor post-confirmation. Farrah will take no compensation from the Debtor for a period of not less than six months. Thereafter, management compensation will be contingent upon positive cash flow of the Debtor. Insofar as Mr. Farrah has the source of funding of the Plan in place, there are no risk factors to consummating the Plan. A copy of the Disclosure Statement dated Feb. 12, 2019 is available at https://is.gd/guwBJ9 from Pacermonitor.com at no charge. About Alcap Properties Alcap Properties, LLC, is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1 - 5 Alcap Ridge Cromwell, Connecticut. Alcap Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30016) on Jan. 7, 2019. It previously sought bankruptcy protection (Bankr. D. Conn. Case No. 14-31687) on Sept. 8, 2014. At the time of the filing, the Debtor disclosed $275,000 in assets and $1,337,301 in liabilities. The case is assigned to Judge Ann M. Nevins. Grafstein & Arcaro LLC is the Debtor's counsel. ALL AMERICAN OIL: Bid to Appoint Examiner Withdrawn, Dismissed -------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas entered an order dismissing Kern Cal Oil 7 LLC's motion for appointment of an examiner for All American Oil & Gas, Incorporated, et al., as withdrawn. About All American Oil & Gas Inc. All American Oil & Gas Inc. -- https://www.aaoginc.com/ -- is an independent oil company headquartered in San Antonio, Texas. It holds and provides shared administrative and accounting services to its two wholly-owned subsidiaries Kern River Holdings Inc. and Western Power & Steam, Inc. KRH is an exploration and production company that utilizes a state-of-the-art steam flood to extract oil within a 215-acre leasehold, with 110 acres currently under steam flood, in the Kern River Oil Field. WPS is a power company that operates a 20-megawatt cogeneration facility, which -- in addition to selling power to Pacific Gas & Electric -- provides KRH with both electricity and steam (generated from waste heat) to aid its extraction of oil. All American Oil & Gas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 18-52693) on Nov. 12, 2018. At the time of the filing, the Debtors had estimated assets of $100 million to $500 million and liabilities of the same range. The cases are assigned to Judge Ronald B. King. The Debtors tapped Hogan Lovells US, LLP as bankruptcy counsel; Dykema Gossett PLLC as co-counsel; Houlihan Lokey as financial advisor; and BMC Group, Inc. as notice, claims and balloting agent. A committee of unsecured creditors has been appointed in the Debtors' cases. Brinkman Portillo Ronk, APC is the committee's legal counsel. ALL FOR ONE MEDIA: Posts $2.82-Mil. Net Loss in Dec. 31 Quarter --------------------------------------------------------------- All for One Media Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,817,334 on $2,210 of revenues for the three months ended Dec. 31, 2018, compared to a net income of $371,462 on $0 of revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $3,444,160, total liabilities of $8,818,611, and $5,374,451 in total stockholders' deficit. The Company has no revenue generating operations and has an accumulated deficit of approximately $11.3 million. In addition, there is a working capital deficiency of approximately $8,630,000 and a stockholder's deficiency of approximately $5,374,000 as of December 31, 2018. This raises substantial doubt about its ability to continue as a going concern. Chief Executive Officer Brian Lukow states that the ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. A copy of the Form 10-Q is available at: https://is.gd/5ZHZ0b All for One Media Corp. engages in content development of media targeted at the "tween" demographic consisting of children between the ages of seven and fourteen. The Company specializes in creating, launching, and marketing original pop music performed by "boy bands" and "girl groups," though it also produce motion pictures, pre-recorded music, television, live concert performances, and licensed merchandise. The Company was incorporated under the laws of the State of Utah on March 2, 2004, as "Early Equine, Inc." On November 4, 2015 the Company changed its name to All for One Media Corp. ALTA MESA: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Alta Mesa Holdings, LP's (Alta Mesa) Corporate Family Rating (CFR) to Caa1 from B2, Probability of Default Rating (PDR) to Caa1-PD from B2-PD, senior unsecured notes to Caa2 from B3 and Speculative Grade Liquidity Rating to SGL-4 from SGL-2. The rating outlook was changed to negative from stable. "The downgrade reflects Alta Mesa's heavy deficit funded development strategy in 2018 that resulted in very large projected negative free cash flow and raised concerns about capital efficiency and declining liquidity, as well as the sudden departure of Alta Mesa's long-standing senior management team," said Sajjad Alam, Moody's Senior Analyst. "New management has provided limited forward guidance to date, while the company's debt and equity prices have collapsed since November 2018 limiting its ability to raise external capital and increasing the risks of a distressed debt exchange." Ratings Downgraded: Issuer: Alta Mesa Holdings, LP Corporate Family Rating, Downgraded to Caa1 from B2 Probability of Default Rating, Upgraded to Caa1-PD from B2-PD $500 million Senior Unsecured Notes due 2024, Downgraded to Caa2 (LGD5) from B3 (LGD5) Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 Outlook action: Issuer: Alta Mesa Holdings, LP Changed to Negative from Stable RATINGS RATIONALE The Caa1 CFR reflects the uncertainty around Alta Mesa's strategic direction, development plan and ability to fund its future drilling program in a capital efficient manner. The company followed a volume-growth driven aggressive drilling strategy in 2018 vastly outspending operating cash flow and consumed its substantial cash balance. By September 30, 2018, Alta Mesa had $80 million of drawings on its $400 revolving credit facility and Moody's estimates total borrowings would be higher at year end. Absent a dramatic reduction in spending or an expansion in its revolver borrowing base, Alta Mesa could run into liquidity challenges by late-2019. While the sharp growth in production has boosted operating cash flow, it is unclear what level of spending is necessary to maintain the current level of production. The sharp drop in share and debt prices have also constrained the company's ability to access external capital and raised the risks of a potential distressed debt exchange that could lead to principal losses for noteholders and would be deemed as a default by Moody's. Alta Mesa's $500 million notes are rated Caa2, one notch below the Caa1 CFR under Moody's Loss Given Default Methodology, given the significant size of its secured revolving credit facility ($400 million) that has a priority claim over substantially all of Alta Mesa's oil and natural gas assets. Alta Mesa has weak liquidity, which is reflected in the SGL-4 rating. The company had roughly $9 million of cash and $298 million of borrowing capacity under a $400 million borrowing base credit facility as of September 30, 2018. Moody's estimates that the company will continue to generate negative free cash flow in 2019, albeit a much smaller amount relative to 2018 levels, but outspending could total $100-$150 million. The revolver matures on February 9, 2023 and the next borrowing base determination is in April 2019. Assuming a $400-$450 million capex program for 2019, the company should be able to fund its negative free cash flow with revolver availability. The company should be able to comply with the two financial covenants in the revolver, a minimum current ratio of 1x and a maximum debt/EBITDAX ratio of 4x, through early-2020. The terms of the facility include standard representations and affirmative and negative covenants, including a material adverse change clause, that the company will need to continue to satisfy to maintain access to the funding. The negative outlook reflects limited visibility around the company's strategic direction and the heightened risk of a distressed exchange. The ratings could be downgraded if the interest coverage ratio cannot be sustained above 1.5x or liquidity weakens. The CFR could be upgraded if the company shows sequential improvements in production and capital productivity boosting the RCF/debt ratio above 25% and the leveraged full cycle ratio near 1x while improving its liquidity and minimizing negative free cash flow. Alta Mesa Holdings, LP is an exploration and production company and subsidiary of Alta Mesa Resource, Inc., a Houston, Texas based public company. APPLE STREET: Unsecureds to Get 25% Initial Payment Under Plan -------------------------------------------------------------- Apple Street One Twenty, LLC, filed a Chapter 11 plan and accompanying disclosure statement. Class U1 is comprised of parties holding disputedly unsecured claims. The Reorganized Debtor will repay all Class U1 claims by paying a 25% initial payment on the capped amount of such claims within 30 days of the Effective Date. Class U2 is comprised of non-insider general unsecured claims. The Reorganized Debtor will repay all Class U2 claims by paying a 25% initial payment on the capped amount of such claims within 30 days of the Effective Date. Class U4 is comprised of insider unsecured claims. The holders of such claims will be granted 20% of the Class A membership interests in the Reorganized Debtor, in full satisfaction of their prepetition claims, with a provision that the Class A membership interests as a whole shall always retain at least 75% of the total outstanding membership interests in the Reorganized Debtor. The Debtor has two classes of fully-secured creditors: S1 (Tooele County Assessor), and S2 (SABA). The Debtor does not dispute the claim filed by the Tooele County Assessor, and will pay it as set forth below, with proceeds from the takeout loan or profits afforded the general contractor under the construction funding agreement. SABA has informally indicated an intent to accept $2,700,000 in full satisfaction of its secured claim. Class U3 is a convenience class, into which any creditor in Class U1 or U2 may request entry in writing within 30 days of the Effective Date. If any party requests entry into Class U3, and if the Reorganized Debtor, in its sole discretion, accepts such creditor’s request, then the Reorganized Debtor will pay 50% of the allowed amount of the claim in full satisfaction of the claim and the underlying debt. Class T1 shall contain only the Disputed Claim of the IRS. Currently, the IRS has filed a proof of claim in the amount of $18,637.48. Informally, the Debtor understands that the IRS will be amending to $0 or withdrawing that claim prior to confirmation. Nevertheless, if the claim becomes an Allowed Secured Claim, it shall be paid in regular quarterly payments with interest at the Plan Interest Rate. Class D1 is the Disputed Claim of Maghsood Abbaszadeh, who has informally asserted that he is personally owed a debt in excess of $300,000.00, for which Steve Walker is allegedly also personally liable. Steve Walker will pay $150,000.00 personally within 90 days of the Effective Date in full satisfaction of the Class D1 claim. Class E1 is the prepetition equity interests in the Debtor. Holders of Class E1 claims may convert their claims to 80% of the Class A membership interests in the Reorganized Debtor, in full satisfaction of their prepetition interests. All members of this class shall be required to personally guarantee the CMN Funding Financing and any future financing sought by the Reorganized Debtor within 4 years of the Effective Date. The Plan contemplates the Reorganized Debtor borrowing from CMN Funding, or a syndicate organized by it, funds sufficient to pay a compromised amount of SABA55, LLC's ("SABA") senior secured claim, and an initial 25% down payment on all other claims, on or shortly after the Effective Date. A full-text copy of the Disclosure Statement dated February 14, 2019, is available at https://tinyurl.com/y2pnkdht from PacerMonitor.com at no charge. About Apple Street One Twenty Apple Street One Twenty, LLC describes its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 451 West Apple Street Grantsville, UT 84029. Apple Street One Twenty, LLC filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-28618) on November 16, 2018. The petition was signed by Steven Walker, managing member. Judge Joel T. Marker presides over the case. At the time of filing, the Debtor estimates $1 million to $10 million in both assets and liabilities. Adam S. Affleck, Esq. and T. Edward Cundick, Esq. at Prince, Yeates & Geldzahler is the Debtor's counsel. ASR CONSTRUCTORS: Court Affirms Dismissal of Waterworks' Lawsuit ---------------------------------------------------------------- In the appeals case captioned WATERWORKS INDUSTRIES, INC., Plaintiff and Appellant, v. ASR CONSTRUCTORS, INC. et al., Defendants and Respondents, No. E066839 (Cal. App), the California Court of Appeals affirmed the judgment of the trial court dismissing Waterworks Industries, Inc.’s lawsuit against ASR Constructors, Inc. (ASR), and ASR's surety, Federal Insurance Company and the City of Palm Desert. On Jan. 17, 2013, appellant/plaintiff/cross-defendant in interpleader, Waterworks filed a public works subcontractor lawsuit against the City of Palm Desert to recover the reasonable value of its labor and materials used in a public works project known as the Palm Desert Aquatics Center Project (Project). Waterworks also sued defendants and respondents, the general contractor, ASR Constructors, Inc. (ASR), and ASR's surety, Federal Insurance Company (Federal). The City in turn filed a cross-complainant in interpleader to interplead the Project funds against ASR, Federal, and Waterworks. Waterworks appeals from the July 13, 2016, judgment of dismissal of the entire action, contending the trial court erred in (1) sustaining, without leave to amend, Federal's demurrer to causes of action to enforce Waterworks's public works stop notice and payment bond (causes of action D and E), (2) granting Federal's motion for summary adjudication of Federal's claims and defenses asserted in the complaint in interpleader, and (3) awarding Federal attorney fees and costs as the prevailing party on Waterworks's payment bond claim. Only Federal has responded to Waterworks's appeal. Federal met its initial burden of proof by establishing that Federal had a valid right to recover the interpled funds, and Waterworks's stop notice claim to the funds (cause of action D) was time-barred. Federal's supporting evidence established undisputed material facts concerning the recordation of the notice of completion, the filing date of Waterworks's action, and the trial court's ruling sustaining Federal's demurrer to Waterworks's claims for enforcement of the stop notice and payment bond. Such evidence included the general indemnity agreements between Federal and ASR, the payment bonds issued on behalf of ASR, the indemnity agreements Federal filed with the California Secretary of State as UCC-1 and UCC-3 financing statements, and ASR's voluntary default and assignment of all of its public works project funds to Federal. Waterworks failed to submit any admissible evidence refuting Federal's statement of supporting material facts. As to most all of the facts, Waterworks stated in its response that they were either conceded or not disputed. As to the few additional facts, Waterworks did not cite any refuting evidence. Waterworks attempted to raise disputed material facts by filing a separate statement of material facts in support of its arguments that (1) Waterworks's stop notice claim was not time-barred and (2) Federal never acquired an enforceable right to collect the Project funds from ASR. As to the latter point, Waterworks reasoned that Federal's rights to the funds were derivative of ASR's rights and ASR was barred from recovery of the funds under Business and Professions Code section 7031, because ASR was not duly licensed as a contractor at all times during the Project. Federal argues, as a threshold matter, that Waterworks forfeited any challenge to the trial court's summary adjudication order sustaining Federal's objections to Waterworks's evidence, because Waterworks failed to affirmatively challenge the trial court's evidentiary rulings in Waterworks's appellate opening brief. The Court agrees. Waterworks has not raised on appeal any objection to the trial court's ruling sustaining Federal's objections to all of Waterworks's evidence submitted in support of its summary adjudication opposition. As a consequence of exclusion of Waterworks's evidence, Waterworks failed to present any admissible evidence in opposition to Federal's motion for summary adjudication. The only evidence properly considered by the trial court when deciding the summary adjudication motion was evidence submitted by Federal in support of the motion. Federal thus met its burden of establishing that Waterworks's stop notice claim was time-barred and Federal had perfected its rights to the City's interpleaded funds. The Court further concludes Waterworks failed to cite any evidence in opposition, raising a material triable issue of fact. As to summary adjudication of the issue of whether Waterworks's claim for enforcement of the stop notice was time-barred, the trial court previously decided the issue when it sustained without leave to amend Federal's demurrer to Waterworks's causes of action for enforcement of the stop notice and payment bond. Furthermore, Waterworks's opposition to Federal's summary adjudication motion failed to present any admissible evidence or establish as a matter of law any basis for ruling contrary to the trial court's previous determination that Waterworks's stop notice claim was time-barred. It is also undisputed that Federal had a valid claim of right to the City's interpled funds regardless of ASR's lapse in licensure. Waterworks thus failed to raise any disputed triable issues of material fact refuting Federal's claim to the interpled funds. Therefore, the trial court did not err in granting Federal's motion for summary adjudication, in which the court ruled that Waterworks's stop notice claim to the interpled funds was time-barred and Federal was entitled to receive the interpled funds. A copy of the Court's Decision dated Jan. 14, 2019 is available at https://bit.ly/2IAPP4s from Leagle.com. Law Office of Eric J. Phillips and Eric J. Phillips for Plaintiff and Appellant. SMTD Law, Jonathan J. Dunn and Andrew C. Harris for Defendant and Respondent Federal Insurance Company. About ASR Constructors Based in Wildomar, California, ASR Constructors, Inc., is a general contractor, completing over 850 public works projects, with clients such as cities, school districts, and state and federal governments, since its incorporation in May 1999. Another Meridian Company, LLC is in the business of real estate and owns a light industrial building in Riverside, California, parcels of vacant land in Riverside and San Bernardino, California, and a single family residence in Phelan, California. Inland Machinery Inc. is in the business of machinery and equipment rental. ASR's stockholders are the Regotti Family Trust dated Jan. 12, 2005, Alan Regotti and Stacey Regotti trustees (50% of the stock) and Marc Berry and Patty Berry (each owning 25%). Meridian's members are Alan Regotti and Marc Berry (each owning 50%). Inland's stockholders are Alan Regotti and Marc Berry (each owning 50%). ASR, Meridian and Inland filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 13-25794) on Sept. 20, 2013. The petitions were signed by Alan Regotti, the president. ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over the cases. James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtors' bankruptcy counsel. The Law Office of John D. Mannerino serves as corporate counsel to the Debtors. Rodgers, Anderson, Malody & Scott LLP CPAs serves as accountant to the Debtors. * * * The Debtors filed a proposed liquidating plan that proposes to liquidate, collect and make distributions in respect of any allowed claims against the Debtors' estates. The Debtors in December withdrew the Plan and Disclosure Statement after reaching a settlement providing for the terms of the distributions to creditors and for a dismissal of the cases. AVOWOOD INC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Feb. 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Avowood, Inc. About Avowood Inc. Avowood, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-24847) on Dec. 19, 2018, disclosing under $1 million in both assets and liabilities. The Debtor tapped Thompson Law Group, P.C. as its bankruptcy counsel, and Bernstein Burkley, P.C. as its special counsel. BANK OF ANGUILLA: Amends Plan to Incorporate Court Comments ----------------------------------------------------------- National Bank of Anguilla filed a Disclosure Statement explaining its modified liquidating plan of reorganization to, among other things, incorporate formal comments received from the Court. Class 1 - Unsecured Claims are impaired with estimated total amount of claim $37,135,967. The potential recovery is $0.00 to $25,476,593 potential recovery from Recovery Actions, which are contested litigation claims, plus, if the Debtor is proven to be solvent, interest at the simple rate 0.55% per annum. To determine the "Estimated Recovery from Assets", the Debtor has determined an initial range of $0.00 to $27,572,446 for the Recovery Actions, with the low end of that range reflecting the least favorable outcome if the Debtor and/or Litigation Trustee were unsuccessful in the prosecution of all the Recovery Actions and the high end of the range reflecting the gross amount of recovery if the Debtor and/or the Litigation Trustee prevailed on all of the Recovery Actions. In the Debtor's Complaint, the Debtor asserts certain claims against the defendants to that action, including the Eastern Caribbean Central Bank ("ECCB") against which the Debtor seeks to avoid and recover for its estate $27,572,446 that was transferred to ECCB by the Debtor's parent, National Bank of Anguilila Ltd., for the period of the conservatorship, from August 12, 2013 to April 22, 2016, which is within the 6 year "look back" period preceding the Petition Date provided for by the New York Debtor Creditor Law under which the claims are asserted. In setting the maximum recovery, the Debtor excluded the lesser amounts sought from the other defendants to the Complaint because the damages are duplicative and the Debtor can only recover damages once. From the amount, the Debtor deducted (i) estimated Administrative Claims as of the Effective Date in the approximate amount of $294,554 and estimated U.S Trustee Fees; and (ii) estimated professional fees through trial of the Recovery Actions in the amount of $1,800,000, resulting in a maximum potential recovery of approximately $25,476,593 plus, if the Debtor is proven to be solvent, interest at the simple rate of 0.55% per annum (which is provided in 28 U.S.C 1961 as of the Petition Date) as discussed in Section II.B.I.a of the plan. The foregoing calculations and further explanatory notes are provided in the Liquidation Analysis annexed hereto as Exhibit B. Distributions to Holders of Allowed Claims and Interests will be made from Litigation Trust Assets, including the net proceeds of any Recovery Actions favorably litigated or otherwise resolved by the Litigation Trust. The Debtor is not aware of any other assets in the territorial jurisdiction of the United States (other than the retainer held by Reed Smith LLP). A redlined version of the Disclosure Statement dated February 13, 2019, is available at: http://bankrupt.com/misc/nysb19-1611806mg-391.pdf About National Bank of Anguilla The National Bank of Anguilla was formed in 1984 and started operating in 1985, when it acquired the Anguilla branch of the Bank of America National Trust & Savings Association, according to its website. The private-banking unit provides financial services to offshore clients around the world and is wholly owned by its parent, Bloomberg News notes. The parent ceased banking operations on April 22, 2016. It started liquidating in an Anguillan court the following month. On May 26, it petitioned for bankruptcy court protection from U.S. creditors. Banking operations were transferred to the National Commercial Bank of Anguilla, which is wholly owned by the government. The private bank's case is In re National Bank of Anguilla (Private Banking & Trust Ltd.) Case No. 16-11806 (Bankr. S.D.N.Y.). The parent's case is Case No. 16-11529 in the same bankruptcy court. National Bank of Anguilla is represented by Reed Smith LLP. BAUSCH HEALTH: Fitch Rates Sr. Sec. Notes Offering 'BB-'/'RR1' -------------------------------------------------------------- Fitch Ratings rates Bausch Health Companies Inc.'s senior secured notes offering 'BB-'/'RR1'. The net proceeds of this offering, and the issuance of add-on senior unsecured notes due 2027 by Bausch Health Americas, Inc. (formerly Valeant Pharmaceuticals International), are expected to be used to fund a tender offer to repurchase all of its outstanding 5.625% senior unsecured notes due 2021, and a portion of the outstanding 5.50% senior unsecured notes due 2023 and 5.875% senior unsecured notes due 2023. Fitch expects the transaction to be leverage neutral. The ratings apply to approximately $24.6 billion of debt outstanding at Dec. 31, 2018. The Rating Outlook is Stable. KEY RATING DRIVERS Slightly High Leverage: Bausch Health Companies Inc.'s (Bausch; Bausch Health Americas, Inc.'s parent) balance sheet is highly leveraged due to past acquisitions funded in part with significant debt and suboptimal operations management under prior management. At Feb. 20, 2019, the company has made good progress in reducing the absolute level of debt outstanding, having reduced debt by approximately $7.8 billion since March 31, 2016 with a combination of internally generated cash flow and proceeds from asset divestitures. However, estimated leverage remains modestly high for its 'B-' rating, with current estimated gross debt to EBITDA of approximately 7.1x. Near-term deleveraging depends upon debt paydown, rather than growth in EBITDA. Return to Growth in 2019-2020: Bausch operates with a reasonably diverse business model relative to its products, customers and geographies served. Many of the company's businesses are comprised of defensible product portfolios, which Fitch believes are capable of generating durable margins and cash flows. Expected long-term growth for Bausch's eye health (Bausch + Lomb/International) and gastrointestinal (GI/Salix) businesses support the company's operating prospects. Fitch believes the dermatology business should return to growth in 2019-2020 driven, in part, by recent and expected product launches. This points to a return to positive growth in EBITDA in 2020. Stabilized Operations: Bausch has made significant progress in shoring up its operating profile during the past two years. The company has stabilized its Salix and Bausch + Lomb/International businesses, investing in additional sales force and reducing overall firm operating costs through improved efficiencies and divestitures. However, growth of the dermatology business will be tied, in part, to the successful commercialization of recently launched products. The loss of patent protection on some of its branded drugs will be a drag on growth in 2019. Reliance on New Products: The stabilization of Bausch's operating profile has involved an increased focus on developing an internal research and development pipeline, which Fitch believes is constructive for the company's credit profile over the long term. Bausch needs to ramp up the utilization of recently-approved products. These products include Siliq (for the treatment of moderate-to-severe plaque psoriasis, although with safety restrictions), Bryhali (plaque psoriasis) and Vyzulta (glaucoma). The potential approval of Duobrii or IDP-118 (plaque psoriasis) should also help to strengthen the company's dermatology business. Near-Term Liquidity Exists: Bausch consistently generates positive FCF and has satisfied most debt maturities until 2021; not taking into account loan amortizations. The company's ability to tap the credit markets for unsecured notes issues in late 2017 and early 2018 was an important step forward for the prospects of refinancing shorter dated maturities. Parent Subsidiary Linkage: Fitch links the ratings of Bausch Health Companies Inc. (parent) and Bausch Health Americas, Inc. (subsidiary). The linkage reflects the strong legal and operational ties between the parent and the subsidiaries. DERIVATION SUMMARY Bausch, rated 'B-'/Outlook Stable, is significantly larger and more diversified than peers Mallinckrodt plc (bb-*/Negative) and Endo International plc (b+*/Negative). While all three manufacture and market specialty pharmaceuticals and have maturing pharmaceutical products, Bausch's Bausch + Lomb/International (B+L) business meaningfully decreases business concentration risk relative to Mallinckrodt and Endo. B+L offers operational diversification in terms of geographies and payers. Many of its products are purchased directly by customers without the requirement of a prescription. However, Bausch's lower rating reflects gross debt leverage that is much higher than peers. The company accumulated a significant amount of debt through numerous acquisitions. Bausch's prior management also had some operational issues, including suboptimal resource allocation to select businesses. New management has been focusing on reducing leverage by applying operating cash flow and divestiture proceeds to debt reduction. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Forecasted revenue returning to growth in 2019-2020. Fitch expects the loss of exclusivity (LOE) on products will be a roughly $400 million headwind to revenues in 2019. The growth of Siliq, Bryhali and potentially Duobrii and should help return the dermatology business to growth in 2019-2020; -- EBITDA of $3.3 billion to $3.5 billion in 2019 and increasing during the intermediate term, driven by revenue growth, improved sales mix and cost control; -- Normalized annual FCF of $1.2 billion to $1.3 billion; -- Continued debt reduction utilizing FCF; -- Leverage declining to near or below 7.0x by the end of 2019; -- Fitch projects continued compliance under the debt agreement financial maintenance covenants during the forecast period. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An expectation of gross debt leverage (total debt/EBITDA) durably below 7.0x; -- Bausch continues to make progress in stabilizing operations and refrains from pursuing large strategic transactions, and EBITDA growth turns positive in 2019; -- Forecasted FCF remains significantly positive; -- Debt maturities are successfully addressed well in advance through a combination of debt reduction and refinancing. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Material operational stress returns without a clear path to stabilize in the near term; -- FCF significantly and durably deteriorates; -- Refinancing risk increases and the prospect for meaningful leverage reduction weakens; -- Gross debt leverage (total debt/EBITDA) continues to trend higher from year-end 2018 levels. LIQUIDITY Bausch had adequate near-term liquidity at Dec. 31, 2018, including cash on hand of $723 million and roughly $980 million availability under its $1.225 billion revolving credit facility that matures on June 1, 2023. Availability was reduced by $75 million of revolver borrowings and approximately $170 million in letters of credit. The company's refinancing activities have largely satisfied debt maturities until 2021. Fitch estimates at Dec. 31, 2018, that Bausch had debt maturities and loan amortizations of roughly $228 million in 2019, $303 million in 2020, $1.03 billion in 2021 and $1.55 billion in 2022. Fitch forecasts 2019 FCF of $1.2 billion to $1.3 billion, and the rating incorporates an expectation that the company will continue to prioritize use of cash for debt reduction ahead of acquisitions or share repurchases. Bausch has consistently generated significantly positive FCF during 2015-2017, despite facing serious operating challenges. Fitch expects the company to maintain adequate headroom under the debt agreement financial maintenance covenants during the 2019-2021 forecast period. FULL LIST OF RATING ACTIONS Fitch Ratings has assigned the following ratings: Bausch Health Companies Inc. -- Senior secured notes offering 'BB-'/'RR1' (100%) Fitch currently rates the following: Bausch Health Companies Inc. -- Long-term Issuer Default Rating (IDR) 'B-'; -- Senior secured bank facility 'BB-'/'RR1' (100%); -- Senior secured notes 'BB-'/'RR1' (100%); -- Senior unsecured notes 'B-'/'RR4' (31%). The Rating Outlook is Stable. Bausch Health Americas, Inc. (formerly Valeant Pharmaceuticals International) -- Long-term IDR 'B-'; -- Senior secured bank facility 'BB-'/'RR1' (100%); -- Senior unsecured notes 'B-'/'RR4' (31%). The Rating Outlook is Stable. Recovery Assumptions The recovery analysis assumes that Bausch would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch estimates a going concern enterprise value (EV) of $17.9 billion for Bausch and assumes that administrative claims consume 10% of this value in the recovery analysis. The going concern EV is based upon estimates of post-reorganization EBITDA and the assignment of an EBITDA multiple. Fitch's estimate of Bausch's going concern EBITDA of $2.4 billion is 30% lower than the estimated 2018 EBITDA, reflecting a scenario where the recent stabilization in the base business is reversed and the company is not successful in commercializing the R&D pipeline. Fitch assumes Bausch will receive a going-concern recovery multiple of 7.5x EBITDA. This is slightly higher than the 6.0x-7.0x Fitch typically assigns to specialty pharmaceutical manufacturers, representing Bausch and Lomb's relatively more durable consumer products focus and the company's larger scale and broader product portfolio than peers. The current average 2018 forward trading multiple of Bausch and the company's closet peers is 9.9x. Fitch applies a waterfall analysis to the going concern EV based on the relative claims of the debt in the capital structure, and assumes that the company would fully draw the revolvers in a bankruptcy scenario. The senior secured credit facility, including the term loans and revolver, and senior secured notes, have outstanding recovery prospects of 100% in a reorganization scenario and are rated 'BB-'/'RR1', three notches above the IDR. The senior unsecured notes recover 31% and are rated 'B-'/'RR4'. BAUSCH HEALTH: Moody's Rates Sr. Sec. Notes 'Ba2', Outlook Stable ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the new senior secured note offering of Bausch Health Companies Inc., and a B3 rating to the new senior unsecured note offering of Bausch Health Americas, Inc. (formerly known as Valeant Pharmaceuticals International), guaranteed by Bausch Health. There are no changes to Bausch Health's other ratings including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating, the Ba2 senior secured rating, B3 senior unsecured rating and SGL-1 Speculative Grade Liquidity Rating. The outlook remains stable. Proceeds of the notes will be used in a leverage-neutral refinancing to repay existing notes and related fees, premiums and expenses. The transaction is credit positive because it will extend Bausch Health's debt maturities. Assignments: Issuer: Bausch Health Americas, Inc. - Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Issuer: Bausch Health Companies Inc. - Gtd Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD2) RATINGS RATIONALE Bausch Health's credit profile reflects its high financial leverage with gross debt/EBITDA of about 7.5 times. The credit profile also reflects the challenges that Bausch Health faces to sustainably improve its organic growth, as well as resolve legal matters. Patent expirations over the next 6-12 months will erode earnings, causing debt/EBITDA to remain around 7.5x even with steady debt reduction. However, patent expirations will moderate in late 2019 and, combined with growth in newer products, deleveraging will result. The credit profile is supported by Bausch Health's good scale with over $8 billion of revenue, solid product diversity and good free cash flow due to high margins, low taxes and capital expenditures. The rating outlook is stable, incorporating Moody's expectation that debt/EBITDA will decline to 7.0x in 2020. Factors that could lead to an upgrade include improvement in organic growth, successful launches of new products, and significant resolution of outstanding legal matters/ Specifically, sustaining debt/EBITDA below 6.5 times with CFO/debt approaching 10% could support an upgrade. Factors that could lead to a downgrade include significant reductions in pricing or utilization trends of key products, escalation of legal issues or large litigation-related cash outflows, or debt/EBITDA sustained above 7.5 times. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. Bausch Health Companies Inc. is a global company that develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products. These are primarily in the therapeutic areas of eye health, gastroenterology and dermatology. BAUSCH HEALTH: S&P Rates $500MM Sr. Secured Notes Due 2027 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Bausch Health Cos. Inc.'s $500 million senior secured notes due 2027. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. At the same time, S&P assigned its 'B-' issue-level rating and '5' recovery rating to the $750 million senior unsecured notes due 2027 issued by the company's wholly owned subsidiary, Bausch Health Americas Inc. Bausch Health Cos. Inc. guarantees the notes. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. S&P also affirmed all of its existing issue-level ratings on Bausch Health, including its 'BB-' rating on its senior secured debt and its 'B-' rating on its senior unsecured debt. "Our 'B' issuer credit rating and stable outlook on the company remain unchanged. We view the transaction as leverage neutral because the company will use the proceeds from the new debt to refinance $1.25 billion of its existing 2021 and 2023 notes, which will extend Bausch Health's maturity schedule," S&P said. Bausch Health has continued to follow its turnaround strategy. S&P believes that, after several years of declining sales due to patent expirations and pricing pressures, the company could begin to increase its revenue, EBITDA, and cash flows as early as 2019, which would enable it to continue to steadily deleverage. The company's sales declined by 4% in 2018, mainly due to the affect of generic competition. The company's Bausch + Lomb International and Salix (mainly Xifaxan, a treatment for irritable bowel syndrome) franchises are key growth drivers and collectively account for roughly 76% of its total sales. The two franchises experienced organic growth of 6% in 2018 when the company's Xifaxan sales grew by 12%. Bausch Health continues to maintain substantial scale and revenue diversity, multiple growth drivers (such as Xifaxan), and an improving product pipeline. The company has also been less affected by lost sales due to patent expirations. Bausch has limited therapeutic concentrations as only one drug--Xifaxan--accounts for more than 10% of its revenue. Bausch Health has also continued to deleverage, having repaid over $1 billion of its debt in 2018, and generate solid free cash flows. The company doesn't face any significant debt maturities until 2023. RATINGS LIST Bausch Health Companies Inc. Issuer Credit Rating B/Stable/-- New Rating Bausch Health Companies Inc. Senior Secured $500M Notes due 2027 BB- Recovery Rating 1(95%) Valeant Pharmaceuticals International Senior Unsecured $750M Senior Notes due 2027 B- Recovery Rating 5(15%) BEACHY REALTY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Beachy Realty Corp. as of Feb. 22, according to a court docket. About Beachy Realty Corp. Beachy Realty Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-78034) on November 30. The case has been assigned to Judge Louis A. Scarcella. The Debtor tapped DiResta Law Group, PC as its legal counsel. BEAUTIFUL BROWS: Permitted to Use Cash Collateral on Final Basis ---------------------------------------------------------------- The Hon. Jeffrey W. Cavender of the U.S. Bankruptcy Court for the Northern District of Georgia approved a final consent order authorizing Beautiful Brows LLC's use of cash collateral. Ameris Bank, Beautiful Brows and the Chapter 11 Trustee have consented that the terms, findings and conditions of the Interim Order are continued as the Final Cash Collateral Order, subject to the terms of the Chapter 11 Trustee Order. The Final Cash Collateral Order will govern the use of Debtor's Cash Collateral until the earlier of: (1) a further order of the Court; (2) a confirmed Chapter 11 Plan is implemented; (3) a conversion of the Debtor's case to a Chapter 7 case; or (4) the case is dismissed. A full-text copy of the Order is available at http://bankrupt.com/misc/ganb18-66766-80.pdf About Beautiful Brows Beautiful Brows LLC, based in Tucker, Georgia, primarily operates in the skin care business within the personal services industry. Beautiful Brows, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-66766) on Oct. 3, 2018. In the petition signed by Saleema Delawalla (f/k/a Fnu Saleema), member, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jason L. Pettie, Esq., at Jason L. Pettie, P.C., serves as bankruptcy counsel. The case is assigned to Judge Jeffery W. Cavender. S. Gregory Hays was appointed as the Debtor's Chapter 11 trustee. The trustee tapped Hays Financial Consulting, LLC as his accountant; and Bullseye Auction & Appraisal, LLC, for the marketing and sale of the Debtor's personal properties. BELLE CREOLE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Belle Creole, LLC dba Nevil Tire PO Box 188 Statesboro, GA 30459 Business Description: Nevil Tire -- https://neviltire.com -- is a full-service shop that specializes in tires, alignments, brakes and front end work. Nevil Tire also does oil and fluid exchanges. The Shop can service tires from small dolly tires to large industrial applications. Chapter 11 Petition Date: February 22, 2019 Court: United States Bankruptcy Court Southern District of Georgia (Statesboro) Case No.: 19-60076 Judge: Hon. Edward J. Coleman III Debtor's Counsel: H. Lehman Franklin, Jr., Esq. H. LEHMAN FRANKLIN, P.C. P.O. Box 1064 Statesboro, GA 30459 Tel: 912-764-9616 Fax: 912-764-8789 E-mail: hlfpcbankruptcy@hotmail.com Total Assets as of February 18, 2019: $882,715 Total Liabilities as of February 18, 2019: $1,875,805 The petition was signed by Carroll B. "Trey" Baird, III, president/CEO. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/gasb19-60076.pdf BEVERLY E. MCKITTRICK: $1M Sale of Arlington Property Okayed ------------------------------------------------------------ Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Beverly Elizabeth McKittrick's sale of her former residence located at 1204 N. Nelson St., Arlington, Virginia to Brendan P. Murray and Ambika J. Biggs for $1,075,000. As a condition of the settlement, all liens and encumbrances that have been filed of record against the property, including without limitation the deed of trust in favor of U.S. Bank, N.A., will be paid in full from the sale proceeds at settlement. The settlement agent is authorized and directed to pay in full from the proceeds of sale, at settlement, the real estate commissions and all other ordinary and appropriate closing costs and prorated charges that arise in connection with the closing on the sale of the property. The sale proceeds, net of the foregoing liens and expenses, will be paid to the Debtor. The Order will be excepted from the stay of the Fed. R. Bankr. P. 6004(h). Beverly Elizabeth McKittrick sought Chapter 11 protection (Bankr. E.D. Va. Case No. 17-11125) on April 4, 2017. The Debtor tapped Steven B. Ramsdell, Esq., at Tyler, Bartl, Ramsdell & Counts, P.L.C., as counsel. On Oct. 17, 2018, the bankruptcy court entered an order confirming the Debtor's Amended Plan of Reorganization. BLUE RIDGE: $600K Sale of Business Assets to Blackfish Armory OK'd ------------------------------------------------------------------ Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Blue Ridge Arsenal, Inc.'s sale of all assets associated with its business operations to Blackfish Armory, LLC, pursuant to their Agreement of Sale and Purchase, for $600,000. A hearing on the Motion was held on Feb. 12, 2019. The sale is free and clear of all liens, claims, encumbrances, and interests. The 14-day stay provided by Bankruptcy Rule 6004(h) is waived. About Blue Ridge Arsenal Based in Chantilly, Virginia, Blue Ridge Arsenal, Inc. -- http://www.blueridgearsenal.com/-- owns a full line shooting sports store and range facility. The company was founded in 1989 and is an affiliate of Blue Ridge Arsenal at Winding Brook LLC, which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D. Va. Case No. 17-13138). Blue Ridge Arsenal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9, 2018. In the petition signed by Earl L. Curtis, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred oversees the case. Redmon Peyton & Braswell, LLP, is the Debtor's legal counsel. BLUEFIELD WOMEN'S: Unsecureds to Receive Full Payment Under Plan ---------------------------------------------------------------- Bluefield Women's Center, P.C. filed with the Southern District of West Virginia a disclosure statement relating to its chapter 11 plan of reorganization, which proposes to restructure its financial affairs. Class 4 general unsecured creditors under the plan will receive overtime an estimated percentage of 100% of their claims. The plan proponent believes the plan is feasible because both on the Effective Date and for the duration of the plan, the proponent estimates that Debtor will have sufficient cash to make all distributions. A copy of the Disclosure Statement is available at https://is.gd/e5lCpo from Pacermonitor.com at no charge. About Bluefield Women's Center Bluefield Women's Center, P.C. -- https://www.bluefieldwomenscenter.com/ -- is a medical company that specializes in obstetrics, gynecology, infertility and advanced gynecologic surgery. Bluefield Women's Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-10063) on May 31, 2018. In the petition signed by Randy Brodnick, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. The Debtor tapped Williams Law Office as its legal counsel; and Clark, Schaefer, Hackett as its accountant. BURKHALTER RIGGING: Permitted to Use Cash Collateral Until March 1 ------------------------------------------------------------------ The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Burkhalter Rigging, Inc. and its affiliates to use the cash collateral of Metropolitan Partners Group Administration LLC, as administrative agent and collateral agent and the Debtors' Prepetition Lenders until March 1, 2019. Metropolitan and the Lenders have approved, a budget, as orally modified at the hearing solely with respect to the $220,000 line item, which reflects the Debtors' anticipated cash receipts and all anticipated necessary and required disbursements for each calendar week during the period from the Petition Date through and including March 1, 2019. The Debtors will deliver to Metropolitan and the Lenders, not later than 4:00 p.m. Central time on the Wednesday of each calendar week, a line-by-line variance report setting forth, in reasonable detail, any differences between actual receipts and disbursements for each such line item for the prior trailing one-week period versus projected receipts and disbursements set forth in the Approved Budget for each such line item for such trailing one-week period and on a cumulative basis for the period from the Petition Date to the report date, together with a statement certifying compliance with the Budget Covenants (with supporting back-up in reasonable detail) and certifying that no disbursements inconsistent with the Budget Covenants have been made. Pursuant to that certain Loan and Security Agreement and other Loan Documents, by and among Rigging, Transport and Specialized Transport, as borrowers thereunder, Metropolitan, and the Lenders, the Prepetition Senior Lenders provided a $20.0 million secured loan to and for the benefit of the Debtors. To secure the Prepetition Secured Obligations, the Debtors granted to Metropolitan, for its benefit and the benefit of the Prepetition Senior Lenders, a security interest in and lien upon all collateral under and as defined in the Prepetition Senior Loan Documents. The Prepetition Liens will continue to attach to the cash collateral, and any failure by the Debtors on or after the Petition Date to comply with the segregation requirements of section 363(c)(4) of the Bankruptcy Code in respect of any cash collateral will not be used as a basis to challenge the Prepetition Secured Obligations, or the extent, validity, enforceability or perfected status of the Prepetition Liens. Metropolitan and the Lenders are granted continuing, valid, binding, enforceable and automatically perfected postpetition liens on all Prepetition Collateral. Except for with respect to the permitted prior liens, the Prepetition Adequate Protection Liens will not be made subject to or pari passu with any lien or security interest heretofore or hereinafter granted or created in any of the Chapter 11 Cases or any Successor Cases and will be valid and enforceable against the Debtors, their estates and any successors thereto, including, without limitation, any trustee appointed in any of the Chapter 11 Cases or any Successor Cases until such time as the Prepetition Secured Obligations are paid in full. Pursuant to section 507(b) of the Bankruptcy Code, Metropolitan and the Lenders are further granted an allowed superpriority administrative expense claim, which will be junior to the Carve-Out, but will be senior to and have priority over any other administrative expense claims, unsecured claims and all other claims against the Debtors or their estates in any of the Chapter 11 Cases or any Successor Cases, at any time existing or arising, of any kind or nature whatsoever. The Adequate Protection Liens and Superpriority Expense Claim are subject and subordinate to the payment of the Carve-Out, which consists of: (i) all fees required to be paid by the Debtors to the Clerk of the Bankruptcy Court and all statutory fees payable to the U.S. Trustee under 28 U.S.C. Section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an aggregate amount not to exceed $25,000; (iii) to the extent allowed by the Bankruptcy Court at any time, all accrued and unpaid fees and expenses incurred by professionals or professional firms retained by the Debtors, their estates, or the Committee, at any time before the delivery by the Agent of a Carve-Out Trigger Notice; and (iv) to the extent allowed by the Bankruptcy Court at any time, all unpaid fees and expenses incurred by the Estate Professionals on or after the day following the date of the delivery by the Agent of the Carve-Out Trigger Notice, in an aggregate amount not to exceed $75,000 for all such professionals. A full-text copy of the Order is available at http://bankrupt.com/misc/txsb19-30495-54.pdf About Burkhalter Rigging Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and Burkhalter Specialized Transport, LLC, each filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 19-30495 to 19-30497) on Jan. 31, 2019. In the petition signed by Brooke Burkhalter, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Marvin Isgur. Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's counsel. CALLAMAC INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on Feb. 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Callamac, Inc. About Callamac Inc. Based in Presto, Pennsylvania, Callamac, Inc., is in the health and dietetic food stores business. Callamac, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24848) on Dec. 19, 2018, estimating under $1 million in both assets and liabilities. Brian C. Thompson, Esq., at Thompson Law Group, P.C., serves as the Debtor's counsel. CBL & ASSOCIATES: Moody's Cuts Senior Debt to B1, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured debt rating of CBL & Associates Limited Partnership ("CBL") to B1 from Ba1. In the same rating action, Moody's assigned a corporate family rating of Ba3 and a speculative grade liquidity rating of SGL-3 to CBL. The rating outlook was revised to stable from negative. The following rating was downgraded: CBL & Associates Limited Partnership: -- Senior Unsecured Debt rating to B1 from Ba1 The following ratings were assigned: CBL & Associates Limited Partnership: -- Corporate Family Rating at Ba3 -- Speculative Grade Liquidity Rating at SGL-3 Outlook Actions: Issuer: CBL & Associates Limited Partnership Rating Outlook changed to stable from negative RATINGS RATIONALE The rating downgrade reflects CBL's closing of a new senior secured credit facility to replace its unsecured credit facility, resulting in a significant reduction of its unencumbered pool of assets. The rating downgrade also considered CBL's reduced covenant compliance cushion and its expectation that 2019 operating performance will be lower as compared to 2018. CBL's new $1.185 billion senior secured credit facility, maturing in July 2023, includes a fully-funded $500 million term loan and a $685 million revolving line of credit. The secured credit facility replaces CBL's prior $1.795 billion unsecured bank facilities. At closing, the new secured line of credit had $265.2 million in availability, as CBL utilized a portion of the new line of credit to reduce the principal on the new term loan by $195 million to $500 million. The new facility is secured by CBL's higher tier malls and has significantly reduced the REIT's unencumbered pool of assets. The company's pro forma Unencumbered Assets/Gross Assets was approximately 35%, compared to 60% at December 31, 2018. The amount of a REIT's unencumbered assets relative to its gross assets is important because properties that are free and clear of debt are sources of alternative liquidity via the issuance of property-specific mortgage debt, or even sales, providing the REIT with more flexibility to repay its unsecured debt at maturity. Moreover, the increased secured debt level has significantly reduced CBL's covenant compliance cushion. Specifically, its pro forma senior unsecured notes compliance ratio for secured debt to total assets increased to 35%, compared to the required ratio of less than 40%. Its reported secured debt to total assets was 24% at December 31, 2018. CBL has also projected its 2019 change in same-center NOI to be between -7.75% and -6.25%, compared to the -6.0% reported for 2018. CBL has meaningful exposure to assets with more than one troubled anchor, including Sears and Bon-Ton. Near-term income outlook and longer-term viability for assets with Bon-Ton and Sears have weakened meaningfully. The stable rating outlook reflects Moody's expectations that the operating environment will remain challenging for CBL, but the REIT's financial position coupled with its current credit metrics are deemed sufficient to withstand the risks at the current rating level. The SGL-3 speculative grade liquidity rating incorporates the REIT's adequate liquidity profile, which is constrained by the small size and low availability under its new secured revolving credit facility for the pro forma period ended December 31, 2018 at approximately $265.2 million. Additionally, CBL maintains only modest cushion on its bond covenant compliance after giving effect to the company's new secured line of credit, with secured debt to total assets required at less than 40% (35% pro forma at December 31, 2018). Furthermore, a majority of CBL's higher quality assets, including its tier 1 and tier 2 malls, are encumbered and/or pledged as collateral to the facility, reducing the company's financial flexibility. Nonetheless, the new senior secured credit facility removes CBL's near-term financing risk, with no unsecured debt maturities until December 2023 and provides CBL with a runway to execute its business plan of redeveloping former department stores and transforming its properties into more vibrant and active retail assets. The B1 senior unsecured debt is one notch below the corporate family rating, which reflects the substantial secured debt in CBL's capital structure and the fact that most of its assets are mortgaged or pledged to the senior secured credit facility. Moody's believes an upgrade is unlikely in the near to medium term. However, longer term, a positive rating action would require CBL's sustained improving operating performance, as evidenced by trends in portfolio occupancy, same-store rent growth, and unit coverage, as well as Net Debt/EBITDA and Unencumbered Assets/Gross Assets that are commensurate with higher rated retail peers. Moody's stated that a downgrade would result from a downward revision of its earnings projection or weakening of its covenant compliance cushion with secured debt to total assets at or above 40%, most likely a result of further write-downs of the carrying value of its assets. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. CBL & Associates Properties, Inc. [NYSE: CBL] is a retail REIT headquartered in Chattanooga, Tennessee. CBL's portfolio is comprised of 115 properties, including 72 enclosed, outlet and open-air retail centers and 11 properties managed for third parties. The properties are located in 26 states as of December 31, 2018. CEL-SCI CORP: Posts $1.2-Mil. Net Income in Dec. 31 Quarter ----------------------------------------------------------- CEL-SCI Corporation filed its quarterly report on Form 10-Q, disclosing a net income (available to common shareholders) of $1,245,902 on $126,414 of grant income for the three months ended Dec. 31, 2018, compared to a net loss (available to common shareholders) of $6,187,830 on $96,315 of grant income for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $25,933,217, total liabilities of $23,225,365, and $2,707,852 in total stockholders' equity. Principal Executive Officer Geert Kersten states that there is substantial doubt about the Company's ability to continue as a going concern, citing recurring losses from operations and future liquidity needs. A copy of the Form 10-Q is available at: https://is.gd/ZmSHD0 The Vienna, Virginia-based CEL-SCI Corporation is engaged in the research and development at developing the treatment of cancer and other diseases by using the immune system. The Company is focused on activating the immune system to fight cancer and infectious diseases. It operates through the segment of research and development of certain drugs and vaccines. It is focused on the development of Multikine (Leukocyte Interleukin, Injection), an investigational immunotherapy under development for treatment of certain head and neck cancers, and anal warts or cervical dysplasia in human immunodeficiency virus and human papillomavirus co-infected patients and Ligand Epitope Antigen Presentation System (L.E.A.P.S.) technology, with over two investigational therapies, LEAPS-H1N1-DC, a product candidate under development for treatment of pandemic influenza in hospitalized patients, and CEL-2000 and CEL-4000, vaccine product candidates under development for treatment of rheumatoid arthritis. CENTERSTONE LINEN: Sale of All Assets of Alliance to Crown Approved ------------------------------------------------------------------- Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York authorized Alliance Laundry & Textile Service, LLC, doing business as Clarus Linen Systems, to sell substantially all assets to Crown Health Care Laundry Services, LLC, in exchange for the payment of an aggregate purchase price in an amount determined as of the Closing. The Sale Hearing was held on Feb. 13, 2019. The sale of the Purchased Assets and the assumption and assignment of the Assigned Contract to the Buyer pursuant to the terms of the Purchase Agreement is approved. The sale is free and clear of all Interests. Notwithstanding anything to the contrary in the Purchase Agreement or the Order, Ecolab Inc. owns the chemical dispensing and related equipment, including, but not limited to three 110 gallon day tanks, Sofitrol, Elados Smart, and Ultrax units, dispensers, pumps, instrumentation, computers, piping, valves, and various other related, Ecolab-owned equipment and other materials, including intellectual property, but expressly excluding bulk tanks (but not excluding day tanks) loaned to Alliance pursuant to the letter agreement dated Nov. 1, 2015, which Ecolab Property is located at a number of Alliance's facilities. Ownership of, or control over, the Ecolab Property at any facility will not be transferred to the Buyer except as agreed between the Buyer and Ecolab in writing. For the avoidance of doubt, in no event will the transfer of possession of the Ecolab Property to the Buyer purport to transfer Ecolab's ownership interest in the Ecolab Property to the Buyer. In the event that the Buyer and Ecolab do not, within 30 days of entry of the Order, reach an agreement in writing for the Buyer's continued possession of any Ecolab Property located in facilities formerly used by Alliance but occupied after the Closing by the Buyer, the applicable Ecolab Property will be promptly returned to, or retrieved by, Ecolab at its cost and upon reasonable advance notice to the Buyer. Notwithstanding anything to the contrary in the Purchase Agreement or the Order, Alliance will remain liable for, and Ecolab will have an administrative expense for, all post-petition charges for goods supplied and use of the Ecolab Property from the Petition Date through the Closing. After the Closing, even though the Ecolab Agreement is not an Assigned Contract, to the extent that the Buyer uses the Ecolab Property or any goods and chemicals supplied by Ecolab, the Buyer will be liable for and will pay Ecolab for such goods and chemicals as agreed between Ecolab and the Buyer. The provisions of Bankruptcy Rules 6004(h) and 6006(d) will not apply to stay consummation of the Sale Transaction, and Alliance and the Buyer are hereby authorized to consummate Sale Transaction subject to the terms of the Purchase Agreement upon entry of the Sale Order. The Closing Date will occur on or before Feb. 22, 2019, or such other date as Alliance, the Buyer and HSBC Bank may agree to in writing. Closing will be effective as of 12:01 a.m. on the Closing Date. Contrary to the Purchase Agreement, however, by agreement of the Buyer and Alliance, the Purchase Price will be determined as of Feb. 17, 2019 rather than as of the Closing Date. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Centerstone_Linen_241_Order.pdf 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://www.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. CHAMPION BLDRS: $1.3K Sale of 2001 Road Hog Blue Trailer Approved ----------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Champion Bldrs., LLC's sale of a 2001 Road Hog Blue Trailer with ramps, VIN 4YHCH12221K001421, to Steve Harlan for $1,300. The Director of Motor Vehicles, Title Division, Department of Revenue, is ordered to issue title to the Buyer, 2640 SW 93rd Street, Wakarusa, Kansas, for the property, free and clear of all liens and encumbrances of record. About Champion Bldrs. Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In the petition signed by Greg L. Murray, president/manager, the Debtor disclosed $1,964,150 in assets and $3,411,715 in liabilities. The Hon. Robert E. Nugent oversees the case. Edward J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy counsel. CHAMPION BLDRS: $1.6K Sale of 2001 Road Hog Blue Trailer Approved ----------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Champion Bldrs., LLC's sale of a 2001 Road Hog Blue Trailer with ramps, VIN 4YHCH122X1K001460, to Andrew Richardson for $1,600. The Director of Motor Vehicles, Title Division, Department of Revenue, is ordered to issue title to the Buyer, 6301 SW 62nd Street, Topeka, Kansas, for the property, free and clear of all liens and encumbrances of record. About Champion Bldrs. Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In the petition signed by Greg L. Murray, president/manager, the Debtor disclosed $1,964,150 in assets and $3,411,715 in liabilities. The Hon. Robert E. Nugent oversees the case. Edward J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy counsel. CHAMPION BLDRS: $2.8K Sale of 1998 Road Hog Red Trailer Approved ---------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Champion Bldrs., LLC's sale of a 1998 Road Hog Red Trailer with ramps, VIN 1F9FS1625W1191035, to Craig Clark for $2,750. The Director of Motor Vehicles, Title Division, Department of Revenue, is ordered to issue title to the Buyer, 2020 RR 175, Emporia, Kansas, for the property, free and clear of all liens and encumbrances of record. About Champion Bldrs. Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In the petition signed by Greg L. Murray, president/manager, the Debtor disclosed $1,964,150 in assets and $3,411,715 in liabilities. The Hon. Robert E. Nugent oversees the case. Edward J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy counsel to the Debtor. CHAMPION BLDRS: $3.3K Sale of 2002 Road Hog Red Trailer Approved ---------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Champion Bldrs., LLC's sale of a 2002 Road Hog Red Trailer with ramps, VIN 1F9FS162821191072, to Conroy Contractors, Inc. for of $3,300. The Director of Motor Vehicles, Title Division, Department of Revenue, is ordered to issue title to the Buyer, 6424 SE Johnston Street, Topeka, Kansas, for the property, free and clear of all liens and encumbrances of record. About Champion Bldrs. Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In the petition signed by Greg L. Murray, president/manager, the Debtor disclosed $1,964,150 in assets and $3,411,715 in liabilities. The Hon. Robert E. Nugent oversees the case. Edward J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy counsel. CHAMPION BLDRS: $3.3K Sale of 3-Axle Road Hog Form Trailer Okayed ----------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Champion Bldrs., LLC's sale of a 2004 3-axle Road Hog Form Trailer, VIN 1F9FS233441191023, to Brad Meek for $3,250. The Director of Motor Vehicles, Title Division, Department of Revenue, is ordered to issue title to the Buyer, 21176 South US Hwy 56, Osage City, Kansas, for the property, free and clear of all liens and encumbrances of record. About Champion Bldrs. Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In the petition signed by Greg L. Murray, president/manager, the Debtor disclosed $1,964,150 in assets and $3,411,715 in liabilities. The Hon. Robert E. Nugent oversees the case. Edward J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy counsel. CHURCH HOME: Fitch Affirms BB Ratings on 2016A/2016B-1 Bonds ------------------------------------------------------------ Fitch Ratings has affirmed the rating on the following revenue bonds issued by the State of Connecticut Health and Educational Facilities Authority on behalf of Church Home of Hartford, Inc. D/B/A Seabury (Seabury OG) at 'BB': -- $52.5 million healthcare facility expansion issue (Church Home of Hartford Incorporated Project), series 2016A fixed rate bonds; -- $3.7 million healthcare facility expansion issue (Church Home of Hartford Incorporated Project), series 2016B-1 tax exempt mandatory pay down securities (TEMPS-80SM). Fitch has also affirmed the rating on the following parity bonds issued on behalf of Seabury OG at 'BB': -- $31.5 million Public Finance Authority healthcare facility expansion/refunding bonds (Church Home of Hartford Incorporated Project), series 2015A. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group (OG), a mortgage and a debt service reserve fund. KEY RATING DRIVERS CAMPUS REPOSITIONING PROJECT LARGELY COMPLETE: Seabury OG has very nearly completed the last phase of its three-part, $75 million campus repositioning and independent living unit (ILU) expansion, with only minor items left to be done as part of its phase C health center renovation. Phase A, which included new and renovated dining venues and front entrance, opened in summer 2017. Phase B, which included construction of 68 new ILUs, opened in December 2017. About 66 or 96% of the phase B ILUs were occupied and all were presold as of the end of January. ADEQUATE FINANCIAL PROFILE: Seabury OG's operating ratio improved to 109.8% in fiscal 2018 from 112.4% in fiscal 2017, still weaker than its five year average of 101.6%, but adequate for the rating level and in line with Fitch's expectations for operating stabilization at its last review. Due to Seabury OG's repayment of most of its temporary debt, liquidity deteriorated to about $17.7 million in unrestricted cash and investments, equating to 208 days cash on hand (DCOH) in fiscal 2018 (year-end Sept. 30), compared to about $18.2 million in unrestricted cash and investments and 240 DCOH in fiscal 2017, though cash-to-debt improved to 20.2% in fiscal 2018 from 16.8% in fiscal 2017. HIGH LONG-TERM LIABILITY PROFILE: Seabury OG's debt metrics remain high, but are moderately improved following repayment of most of its short-term debt from initial ILU entrance fees in fiscal 2018. Debt-to-net available was a high 16.3x in fiscal 2018, but improved from about 30x in fiscal 2017. Maximum annual debt service (MADS) as a percentage of revenue in fiscal 2018 was 16.8%, compared to 19.6% in fiscal 2017. MADS coverage also improved to 1.0x in fiscal 2018 from a thin 0.6x in fiscal 2017 and Fitch expects Seabury's coverage ratios to continue to improve with additional monthly service revenues from the new ILUs. MADS will not be tested until 2021, after the new ILUs are filled and stabilized. Fitch expects Seabury to repay the rest of its short-term debt in fiscal 2019. GOOD OPERATING PROFILE: There is competition in the service area. However, Seabury OG's long operating history and entrance fee pricing, which are in line with area housing prices and competitor pricing, have kept occupancy high. An average of approximately 88% of Seabury OG's total ILUs, 92% of its assisted living units (ALUs) and 90% of its skilled nursing facility (SNF) beds were occupied in fiscal 2018. Seabury OG markets itself as an active community, which has attracted younger seniors, resulting in average yearly turnover that is much lower than sector averages. RATING SENSITIVITIES OPERATING IMPROVEMENT EXPECTED: The rating and Outlook reflect Fitch's expectation that project stabilization of the expanded health center and new ILUs will be financially accretive and result in stabilization, if not further improvement of Church Home of Hartford, Inc. D/B/A Seabury's (Seabury OG's) profitability and liquidity metrics. Though not expected, a material deterioration in financial performance could have negative rating implications. PROJECT STABILIZATION, MODERATING DEBT BURDEN: Fitch expects Seabury OG's long-term liability profile to improve as it reaps the financial benefits of its campus repositioning and ILU expansion. Project stabilization and a moderating debt burden could, over time, lead to positive rating action, though the rating is likely to remain stable over the one- to two-year Outlook period. CREDIT PROFILE Seabury OG is a Type 'A' life plan community (LPC) located in Bloomfield, CT, just northwest of Hartford. Following the recent opening of phase B and C units, Seabury now includes 257 ILUs, 51 ALUs and 72 SNF beds. Seabury OG offers 67% and 80% refundable plans and a non-refundable plan. Fitch bases its financial analysis on the results of the OG, which consists of Seabury, the senior living campus, and Seabury Meadows, which operates 58 memory support beds and is located adjacent to the senior living campus. Total OG operating revenues were $30.8 million in fiscal 2018. Seabury also has two non-OG affiliated organizations, the Seabury Charitable Foundation and Seabury At Home, which is a LPC without walls. The financial performance of the affiliates is not included in Fitch's analysis. CAPITAL PLAN LARGELY COMPLETED In 2015, Seabury issued debt to fund a variety of projects as part of phase A of a large master facilities plan. The projects included a new front entrance and new bistro area, renovation of the kitchen and main dining space, art studio, salon and day spa, and renovation of administrative offices. These projects were completed in summer 2017. With a second, $75 million debt issuance in fiscal 2016, Seabury moved forward with phases B and C of its master facilities plan. These phases included a large repositioning project that added 68 new ILUs and a renovation and expansion of AL and SNF areas, including a new, dedicated short-term rehab unit (net addition of two new ALUs and 12 new SNF beds) and additional parking. The construction also features a new chapel that seats up to 225 people, which was funded by Seabury from internal cash. The phase B ILUs opened in December 2017. About 96% of the new units (66) were occupied and 100% were presold as of the end of January, which is well ahead of feasibility projections. The phase C health center additions, including the new AL and SNF units, were completed in November 2017. Additional renovations to the health center are mostly complete and the outfitting of the new primary care space is about to begin. The project was funded by three series of debt, two of which were short-term bonds, approximately $23 million, payable from initial entrance fees received on the new ILUs. As of fiscal year-end 2018, Seabury had repaid all $13.5 million of its series 2016B-2 bonds and approximately $5.5 million of its series 2016B-1 bonds. As of the end of January, Seabury had deposited sufficient entrance fees with the trustee to repay all but about $1.5 million of its remaining series 2016B-1 bonds, with final repayment expected imminently from the entrance fees collected on the last of the presold ILUs. With the master facilities plan now largely complete, Fitch does not expect Seabury OG to issue additional debt in the near term. Fitch generally views the projects positively, believing that they will be financially accretive to Seabury, enabling the campus to remain competitive over the longer term. Seabury's high occupancy and low turnover have historically limited revenue growth. The project increases the number of Seabury's ILUs by 36% and the total unit increase is approximately 22%, or 80 units, when including the additional ALUs and SNF beds. STEADY HISTORICAL PERFORMANCE, IMPROVED FISCAL 2018 Historically, Seabury OG maintained a steady financial profile, with an operating ratio that was particularly strong for a type 'A' contract community. Operating performance weakened in fiscal 2017, with Seabury OG's operating ratio rising to 112.4%, due mainly to higher than average attrition in the ALUs and memory care units; however, performance improved in fiscal 2018 with an operating ratio of 109.8%, in line with Fitch's expectations for operating stabilization at its last review. Fitch expects Seabury OG's financial profile to continue to stabilize, if not improve, in fiscal 2019 as more elements of the capital project come on line and are financially accretive to the community. Performance through the first quarter of 2019 shows further moderate improvement, with an operating ratio of 105.7% and liquidity of 228 DCOH. Though not expected, a deterioration in operating performance could be cause for negative rating action, especially if its results in deterioration of liquidity or coverage metrics. LONG-TERM LIABILITY PROFILE As of Sept. 30, 2018, Seabury OG had approximately $87.8 million of long-term debt outstanding, which is down from $107.9 million at Sept. 30, 2017, due to the repayment of most of its short-term debt. Following full repayment of the series 2016B-1 bonds, Seabury OG will have approximately $84.1 million of long-term debt outstanding. The Seabury OG has no swap exposure. Seabury OG's long-term liability profile improved, but remained high in fiscal 2018, with MADS to revenue of 16.8% and debt-to-net available of 16.3x. These ratios are expected to moderate as the campus repositioning project stabilizes. CNT HOLDINGS: Moody's Alters Outlook on B2 CFR to Stable -------------------------------------------------------- Moody's Investors Service changed its ratings outlook for CNT Holdings III Corp to stable, from negative, and affirmed all of its ratings for the company, including the B2 Corporate Family Rating ("CFR"), B2-PD Probability of Default Rating and B1 first-lien senior secured credit facilities ratings. The change in outlook reflects Moody's expectation that 1-800 Contacts will maintain good liquidity and modestly improve credit metrics over the next 12-18 months, driven by stable earnings performance and mandatory debt amortization. The company had delevered to 6.4 times, from 7.4 times, on a Moody's-adjusted debt/EBITDA basis by the third quarter of 2018, with voluntary debt repayment augmenting solid earnings growth from the mix shift to daily contact lenses, fewer rebates, and the company's online prescription renewal offering. While 1-800 Contacts still faces potential risks associated with its paid search and class action litigation, its good liquidity diminishes the risks surrounding the outcomes of the cases, according to the rating agency. Moody's took the following rating actions for CNT Holdings III Corp.: -- Corporate Family Rating, affirmed B2 -- Probability of Default Rating, affirmed B2-PD -- $80 million first-lien revolving credit facility expiring 2021, affirmed B1 (LGD3) -- $500 million first-lien term loan due 2023, affirmed B1 (LGD3) -- Outlook, changed to Stable from Negative RATINGS RATIONALE 1-800 Contacts' B2 CFR broadly reflects the company's high leverage, risks associated with its private equity ownership, its small scale relative to retail industry peers, and the highly competitive and commoditized nature of the contact lens retail business. Moody's expects debt/EBITDA to improve modestly over the next 12-18 months, from 6.4 times as of Q3 2018, driven by mandatory debt repayment and stable earnings performance. The rating is supported by the growing and recession-resistant demand for contact lenses, and the company's strong position in the online segment. Moody's projects good liquidity over the next 12-18 months, including positive free cash flow, ample revolver availability, a springing covenant-only capital structure and a lack of near-term maturities. The ratings could be downgraded if liquidity or earnings materially deteriorate. Quantitatively, the ratings could be downgraded if debt/EBITDA is maintained above 7 times, or if EBITA/interest falls below 1.5 times. The ratings could be upgraded if the company generates solid revenue and earnings growth, maintains good liquidity and demonstrates a commitment to more conservative financial policies. Quantitatively, the ratings could be upgraded with expectations of debt/EBITDA maintained below 5.5 times and EBITA/interest expense above 2 times. The principal methodology used in these ratings was Retail Industry published in May 2018. CNT Holdings III Corp is an online retailer and distributor of contact lenses in the United States, with revenues of $679 million for the twelve months ended September 30, 2018. 1-800 Contacts has been majority-owned by AEA Investors since its January 2016 buyout transaction. COMMUNITY HEALTH: Okays Compensation Arrangements for Executives ---------------------------------------------------------------- The Board of Directors of Community Health Systems, Inc., upon recommendation of the Compensation Committee of the Board, met and approved the following compensation arrangements for the Company's named executive officers, as reflected in the Company's definitive proxy statement for its 2018 annual meeting of stockholders (other than W. Larry Cash, the Company's former president of financial services and chief financial officer, who has retired), along with P. Paul Smith, division president, who is expected to be included as a named executive officer in the Company's definitive proxy statement for the Company's 2019 annual meeting of stockholders. 2019 Cash Incentive Compensation Targets The Board approved performance goals for the Named Executive Officers for fiscal year 2019 under the Company's 2019 Employee Performance Incentive Plan, with target opportunities as follows (expressed as a percentage of base salary): Target Name and Position Opportunity ----------------- ----------- Wayne T. Smith, Chairman and Chief Executive Officer 225% Thomas J. Aaron, Executive Vice President and Chief Financial Officer 125% Tim L. Hingtgen, President and Chief Operating Officer 140% Lynn T. Simon, M.D., President of Clinical Operations and Chief Medical Officer 115% Benjamin C. Fordham, Executive Vice President, General Counsel and Assistant Secretary 115% P. Paul Smith, Division President 115% In addition, each Named Executive Officer will have the opportunity to achieve an additional percentage of his or her base salary for the attainment of specific non-financial performance improvements up to a maximum of an additional 40% for Mr. W. Smith; 25% for each of Messrs. Aaron and Hingtgen; and 10% for each of Dr. Simon and Messrs. Fordham and P. Smith. Each Named Executive Officer will also have the opportunity to achieve an additional percentage of his or her base salary for overachievement of Company-level goals up to a maximum of an additional 35% for each of Messrs. W. Smith and Hingtgen and an additional 25% for each of Messrs. Aaron, Fordham, and P. Smith and Dr. Simon. The payments made to the Named Executive Officers under the Cash Incentive Plan in respect of fiscal 2018 incentive compensation targets will be set forth in the definitive proxy statement to be filed by the Company in connection with the Company's 2019 annual meeting of stockholders. 2019 Base Salaries The Board approved the following base salary amounts for the Named Executive Officers for fiscal year 2019: 2019 Base Name and Position Salary ----------------- --------- Wayne T. Smith, Chairman and Chief Executive Officer $1,600,000 Thomas J. Aaron, Executive Vice President and Chief Financial Officer $700,000 Tim L. Hingtgen, President and Chief Operating Officer $935,000 Lynn T. Simon, M.D., President of Clinical Operations and Chief Medical Officer $566,522 Benjamin C. Fordham, Executive Vice President, General Counsel and Assistant Secretary $583,440 P. Paul Smith, Division President $636,540 Long-Term Incentive Compensation – Equity Awards Pursuant to the Company's Amended and Restated 2009 Stock Option and Award Plan, the Board approved the following equity grants to the Named Executive Officers, effective March 1, 2019: Performance Non-Qualified Time Vesting Restricted Name and Position Stock Options Restricted Stock Stock ----------------- ------------- ---------------- ---------- Wayne T. Smith, Chairman and CEO 78,750 78,750 157,500 Thomas J. Aaron, EVP and CFO 37,500 37,500 75,000 Tim L. Hingtgen, President and COO 56,250 56,250 112,500 Lynn T. Simon, M.D., President of Clinical Operations and Chief Medical Officer 26,250 26,250 52,500 Benjamin C. Fordham, Executive Vice President, General Counsel and Assistant Secretary 26,250 26,250 52,500 P. Paul Smith, Division President 22,500 22,500 45,000 The number of performance-based restricted shares granted to each Named Executive Officer is subject to the attainment of certain performance objectives during the three-year period beginning Jan. 1, 2019 and ending Dec. 31, 2021, with the ultimate number of shares vesting in respect of such awards after such three-year period ranging from 0% to 200% of the shares set forth above based on the level of achievement of such performance objectives. Both the non-qualified stock options and the time-vesting restricted stock vest ratably over three years, beginning on the first anniversary of the grant date. Approval of 2019 Employee Performance Incentive Plan On Feb. 20, 2019, the Board approved the Company's 2019 Employee Performance Incentive Plan under which executive officers and other employees of the Company may receive cash incentive awards. The Plan will replace the Company's 2004 Employee Performance Incentive Plan, as amended, under which cash incentive awards were previously granted, with respect to annual cash incentive awards made by the Company beginning in 2019. The Plan is substantially similar to the 2004 Plan, except that it removes certain references and requirements previously applicable to qualified performance-based compensation under Section 162(m) of the Internal Revenue Code following the repeal of the Section 162(m) qualified performance-based compensation exception under the Tax Cuts and Jobs Act of 2017. With respect to participants who are executive officers, the Compensation Committee will administer the Plan. The Plan provides that the Compensation Committee will determine performance goals for cash incentive awards to be made to executive officers at a time when the outcome of such performance goals is substantially uncertain. The Plan specifies that the Compensation Committee will determine quantitative and/or qualitative performance criteria with respect to such cash incentive awards as specified in Section 4.3 of the Plan. The Plan also provides that the Compensation Committee may provide for the manner in which performance will be measured against performance criteria, including to reflect the impact of events not directly related to the Company's operations or not within the reasonable control of the Company's management. In addition, the Plan provides that performance objectives with respect to such cash incentive awards may be based on individual participant performance goals. After the end of the applicable fiscal year, the Plan provides that the Compensation Committee will determine the extent to which awards have been earned on the basis of actual performance in relation to the applicable performance objectives. About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. As of Dec. 31, 2018, the Company owned or leased 113 hospitals with an aggregate of 18,227 licensed beds, comprised of 111 general acute care hospitals and two stand-alone rehabilitation or psychiatric hospitals. These hospitals are geographically diversified across 20 states, with the majority of our hospitals located in regional networks or in close geographic proximity to one or more of our other hospitals. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company's stockholders of $2.45 billion for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Community Health had $15.85 billion in total assets, $16.81 billion in total liabilities, $504 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.46 billion. * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. COMMUNITY HEALTH: Saba Capital Has 5.31% Stake as of Dec. 31 ------------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, Saba Capital Management, L.P., and Mr. Boaz R. Weinstein reported that as of Dec. 31, 2018, they beneficially own 6,177,067 shares of common stock of Community Health Systems, Inc., which represents 5.31 percent of the shares outstanding. The percentage was calculated based upon 116,284,414 shares of common stock outstanding as of Sept. 30, 2018, as disclosed in the company's Certified Shareholder Report Form 10-Q filed Oct. 30, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/2hvXAL About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. As of Dec. 31, 2018, the Company owned or leased 113 hospitals with an aggregate of 18,227 licensed beds, comprised of 111 general acute care hospitals and two stand-alone rehabilitation or psychiatric hospitals. These hospitals are geographically diversified across 20 states, with the majority of our hospitals located in regional networks or in close geographic proximity to one or more of our other hospitals. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company's stockholders of $2.45 billion for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Community Health had $15.85 billion in total assets, $16.81 billion in total liabilities, $504 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.46 billion. * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. CONN'S INC: S&P Alters Outlook to Positive, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings on Feb. 22 revised its outlook on Woodlands, Texas-based retailer Conn's Inc. to positive from stable and affirmed its 'B' issuer credit rating on the company, which has improved performance at credit and retail segments. S&P expects retail sales will continue to improve without significantly affecting performance at the credit segment. The outlook revision reflects the potential for an upgrade if Conn's continues to improve performance trends at its credit and retail segments in the next year. In the credit segment, operating performance and portfolio quality have been improving, with three consecutive quarters of positive operating income. Retail performance has also improved as a result of management initiatives to refine in-store merchandise offerings, increase lease-to-own sales managed through Progressive Leasing, and improve customer experience related to the financing process. "The positive outlook on Conn's reflects at least a one in three chance that we will raise our rating over the next year," S&P said. "We expect overall profitability at Conn's will decline modestly as the company funds new-store growth, and the credit business will weaken slightly as the receivables portfolio grows in line with overall revenue, leading to adjusted debt to EBITDA sustained in the mid-2x range." S&P said it could raise the ratings over the next 12 months if Conn's is able to successfully execute on the new store strategy, consistently grow top line, and is confident that management is maintaining underwriting discipline. Sustained positive same-store sales and flat or improving delinquencies and charge-offs on the credit portfolio would demonstrate this. Under this scenario, adjusted debt to EBITDA would decline to the low-2x range over the next 12 months, according to S&P. "We could revise the outlook to stable if we believe that same-store sales will be consistently flat to negative, and operating performance at the credit segment weakens," S&P said. "This could occur if we see evidence of a decline in the quality of the credit portfolio, as demonstrated by higher delinquency rates and charge-offs." CORRIDOR MEDICAL: Files 1st Supplemental Report ----------------------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman for Corridor Medical Services, Inc., filed with the U.S. Bankruptcy Court for Western District of Texas a first supplemental report on the patient care services of the Debtor. The Supplemental Report was made pursuant to the immediate jeopardy (IJ) findings of the lab survey team related to the Debtor's preanalytical lab processes. According to the Report, the Debtor's laboratory personnel remain in place, focused on corrective action plan efforts and the relatively manual process of sample tracking and entering third-party laboratory results in the laboratory information system. The PCO has been told that these interim measures have extended lab result turn-around-times, a change that was reported to customers through the account managers. Based on the Report, the Debtors have denied that the extension in processing times have resulted in patient injury. The PCO will remain engaged with the Debtors’ operational leadership team and staff to continue to monitor actual and/or potential patient implications as Debtors continue to respond to the survey directives and define their path forward. A full-text copy of the First Supplemental Report is available for free at: http://bankrupt.com/misc/txwb18-11569-153.pdf About Corridor Medical Services Corridor Medical Services, Inc., provides mobile imaging and laboratory diagnostic services. It offers digital x-ray, ultrasound, EKG, and lab services to nursing homes, hospice centers, assisted living facilities, clinics, surgery centers, home-bound patients, and any place with patients who are restricted to travel. Corridor Medical Services and its affiliates Correctional Imaging Services, LLC and CMMS Lab LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case Nos. 18-11569 to 18-11571) on Nov. 30, 2018. Corridor Medical Services estimated up to $50,000 in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. The cases are assigned to Judge Tony M. Davis. Barron & Newburger, PC, is the Debtors' counsel. DAMODAR LLC: Seeks Interim Approval to Use Cash Collateral ---------------------------------------------------------- Damodar, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas for the interim use of cash collateral to continue its business operations at the Hotel toward the ultimate goal of Chapter 11 reorganization. Damodar requires the immediate use of cash collateral to unable to meet ongoing operational expenses, including payroll, maintenance, and food and beverage services sufficient to maintain good service to its customers. Prepetition, Damodar entered into certain Real Estate Lien Notes and a Promissory Note with Bancorpsouth Bank, secured by certain Deeds of Trust and other security agreements. Pursuant to the Loan Documents, Bancorpsouth asserts a lien on the Hotel. Additionally, Bancorpsouth asserts a blanket lien on all furniture, fixtures and equipment located at the Hotel. Damodar's total indebtedness to Bancorpsouth is in the amount of approximately $8,949,860. Damodar believes the value of all of the collateral in which Bancorpsouth asserts first priority liens is approximately $11,800,000. Damodar asserts that Bancorpsouth is oversecured. The Collateral provides adequate protection to Bancorpsouth because the Collateral is worth at least $2,800,000 more than Bancorpsouth's approximate $8,949,860 claim. Damodar will provide additional adequate protection to Bancorpsouth by replacement liens on postpetition rents arising from the Collateral, and by accounting to Bancorpsouth for Cash Collateral being used. Damodar's projections show that the Replacement Lien will substantially maintain Bancorpsouth's existing Collateral. In addition, Damodar will provide the Court with cash flow projections showing (i) Damodar's cash needs; and (ii) the projected generation of post-petition accounts receivables and receipts. A copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/txsb19-30683-6.pdf About Damodar, LLC Damodar, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-30683) on Feb. 4, 2019. In the petition signed by Dharmendra "Danny" Patel, member, the Debtor estimated $10 million to $50 million in assets and the same range of liabilities. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by Simon Richard Mayer, Esq., of Hughes Watters & Askanase. DAVID CEBERT: $81K Sale of Interest in 3 Vehicles Approved ---------------------------------------------------------- Judge Frederick T. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington authorized David D. Cebert and Coral Rene' Cebert to sell their interest in (i) a 1968 Ford Country Sedan for a minimum cash price of $2,500; (ii) a 1953 Packard Carribean for a minimum cash price of $75,000; and (iii) a 1999 Jaguar VDP for a minimum cash price of $3,500. All vehicle sales will be without any sales costs or commissions paid out of the gross sales proceeds except for fees charged by websites, if applicable, for sales transactions. The Debtors will advertise the proposed sales using Craig's List, Ebay, or other websites depending upon marketing demographics. They may spend up to $16,000 of their money to complete the restoration and assembly of the 1953 Packard. Upon sale, they will reimburse themselves the actual amount spent to restore and ready the 1953 Packard for sale, but not to exceed $16,000. Except for reimbursing the Debtors the costs of completing restoration of the 1953 Packard, all sales proceeds will be deposited in their estate account and held therein pending further Order of the Court. David D. Cebert and Coral Rene' Cebert sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-02224) on Aug. 10, 2018. The Debtors tapped Dan O'Rourke, Esq., at Southwell & Orourke, as counsel. DELTA AG GROUP: Court Dismisses Chapter 11 Bankruptcy Case ---------------------------------------------------------- Bankruptcy Judge John S. Hodge granted the motions of Richland State Bank and the United States Trustee to dismiss the chapter 11 bankruptcy case captioned IN RE: Delta AG Group, LLC, Chapter 11, Debtor, Case No. 18-31682 (Bankr. W.D. La.). In this case, the Bank and UST filed separate motions to dismiss or convert. Both parties argue that "cause" exists, although they rely upon different statutory factors, viz.: (1) "substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation;" (2) "gross mismanagement of the estate;" and (3) "failure to maintain appropriate insurance that poses a risk to the estate or to the public." In addition, the Bank relies upon an uncodified factor -- that Debtor's bankruptcy case should be dismissed for "cause" because it was filed in bad faith. In support of its argument, the Bank asserts that: (i) there was no legitimate purpose for the bankruptcy filing, since there is no going concern, (ii) Debtor has no operations, (iii) Debtor has only one asset; and (iv) the filing of the bankruptcy was designed primarily to delay the Bank's ability to seize its collateral. In this case, the evidence is insufficient to support a finding under section 1112(b)(4)(A) that Debtor's estate suffered any post-petition loss, much less a "substantial" or "continuing" post-petition loss. In fact, the monthly operating reports confirm that Debtor has not expended any money post-petition. Although the evidence establishes that no repairs have been made to, or maintenance completed on, Debtor's property, those facts are insufficient to establish that Debtor's estate suffered a substantial or continuing loss considering the totality of Debtor's financial circumstances or that there has been a material negative impact on the bankruptcy estate or the interests of creditors. The evidence is also insufficient to prove that property of the estate has suffered, or will likely suffer, from declining asset values during the pendency of this bankruptcy case. Although the Bank argues there has been gross mismanagement of the estate, the Court concludes it failed to establish this ground within the meaning of 11 U.S.C. section 1112(b)(4)(B). The Bank has pointed to nothing that has occurred during this case that allegedly constitutes gross mismanagement of the estate, aside from the failure to conduct unspecified maintenance of property of the estate and the failure to maintain obtain a license to conduct future business operations. Those facts are simply insufficient to support a finding of gross mismanagement. There is no dispute, however, that Debtor failed to acquire appropriate insurance for its Property. Without insurance, Debtor is unable to mitigate the inherent risks to the estate and the public arising from its proposed operation of grain storage bins. It is well established that the operation of grain storage bins present risks of known and unknown dangers to the public. Based on the lack of insurance, the Court finds that there exists sufficient "cause" for the dismissal or conversion of this Chapter 11 case under section 1112(b)(4)(C). Although Debtor provided sufficient evidence to prove that there was a reasonable justification for its failure to obtain insurance, it failed to prove any of the other portions of the two prong test. Specifically, Debtor failed to satisfy its burden to prove (i) a reasonable likelihood of a plan being confirmed as required by section 1112(b)(2)(A) and (ii) curing the deficiency within a time period fixed by the court as required by section 1112(b)(2)(B)(ii). Moreover, Debtor failed to prove the existence of any "unusual circumstances" which would preclude the dismissal or conversion of this case. In addition to failing to identify unusual circumstances that indicate that conversion is not in the best interests of creditors and the estate, the Debtor also failed to establish that it is likely that a plan will be confirmed within a reasonable period of time. The Debtor failed to establish a reasonable likelihood that a plan will be confirmed because (1) it failed to substantiate the feasibility of any plan for this Debtor); and (2) it failed to establish that any proposed plan would likely be accepted by at least one class of non-insiders who hold impaired claims (i.e., claims that are not going to be paid completely or in which some legal, equitable, or contractual right is altered). Considering the totality of the circumstances, the Court determines the appointment of a Chapter 11 trustee or an examiner is not in the best interests of creditors and the estate. Instead, the Court determines it is in the best interests of the estate and its creditors to dismiss this case. The motions are, therefore, granted. A copy of the Court's Memorandum Decision and Order dated Jan. 14, 2019 is available at https://bit.ly/2ICfVnM and https://bit.ly/2GWlbjL from Leagle.com. Delta Ag Group, LLC, Debtor, represented by Robert W. Raley. Office of U. S. Trustee, U.S. Trustee, represented by Gail Bowen McCulloch . About Delta Ag Group Delta Ag Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-31682) on Oct. 16, 2018. It filed as a single asset real estate debtor as defined in 11 U.S.C. Section 101(51B). In the petition signed by JoAnn Yates McIntyre, authorized agent, the Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. Judge John S. Hodge presides over the case. The Debtor tapped Robert W. Raley, Esq., as its bankruptcy attorney. DESERT LAND: Discloses Dismissal of Sher Creditors' Appeal ---------------------------------------------------------- Desert Land, LLC, Desert Oasis Apartments, LLC, Desert Oasis Investments, LLC and SkyVue Las Vegas, LLC filed a disclosure statement for their third amended joint plan of reorganization. The third amended plan provides that the Aspen Property is subject to a multi-beneficiary loan which originated with Aspen Financial. The Sher Creditors represent approximately 11% of the beneficiaries/lenders (based on the amounts loaned). The Sher Creditors brought an action to prevent Desert Land Loan Acquisition, LLC ("DLLA") from modifying the loan terms despite the fact that DLLA was the holder of a majority of the loan. The case was assigned to Judge Elizabeth Gonzales. The loan agreement at issue entailed approximately 459 investors lending approximately $25,900,000 to Desert Land secured by a multi-beneficiary deed of trust on a 3.11 acre parcel of property located on the Las Vegas Strip. In 2016, a restructuring of the loan agreement was sought pursuant to NRS 645B.340 by a majority of the beneficial interest in the deed of trust. The restructuring reduced the payoff amount of the loan agreement and extended the maturity date of the loan agreement. The Sher Creditors and certain counter-claimants asked the district court to enjoin the restructuring and declare the restructuring to be improper. Originally, the district court denied injunctive relief. The Sher Creditors filed an appeal. Through the Consolidated Appeals and the 2018 Appeal, the Sher Development Parties maintain, inter alia, that the Desert Land Parties lack standing to take any actions under NRS 645B.340; that the state district court misinterpreted and misapplied the statute throughout the State Court Action; that DLLA acted as an unlicensed mortgage broker and/or banker thus rendering all purported acquisitions of interests in the subject loan voidable as a matter of law the result of which could result in it having less than 51% of the beneficial interests in the Loan and Deed of Trust; that the final "modification" proposal approved by the state district court in the March 2018 FFCL was not fair or commercially reasonable for multiple reasons, was unconstitutional, and should not have been approved by the state district court; and the state district court should have awarded the Sher Development Parties the full amounts they are owed under the Loan. If the Nevada Supreme Court agrees with one or more of the Sher Development Parties’ arguments in the Consolidated Appeals and/or the 2018 Appeal, Desert Land could be liable to all loan beneficiaries, including the Sher Development Parties, for up to the full loan indebtedness, including principal, unpaid contractual interest of 12% pre-default, 17% contractual interest post-default, and contractual late fees of $0.10 for each $1.00 that is due and owing. On Feb. 6, 2019, the Nevada Supreme Court entered an Order Dismissing Appeals. Pursuant to the Dismissal Order, the Initial Appeals have been dismissed on jurisdictional grounds. The parties, however, are free to re-raise the substantive arguments from the Initial Appeals in the briefing of subsequent appeals. The Defendants in the State Court Action (including Debtor Desert Land, LLC) filed a subsequent appeal of the August 7, 2018 Judgment and certain interlocutory orders by the state district court, the Sher Creditors filed cross-appeal of the Judgment and certain interlocutory orders, and the Defendants then filed an appeal of the October 26, 2018 orders awarding the Sher Creditors attorneys' fees and costs. The subsequent appeals following the entry of the Judgment in the State Court Action were consolidated by the Nevada Supreme Court and have been scheduled for briefing beginning in April 2019. The briefing schedule will be delayed if the matter is remanded as the state district court has requested. A redlined version of the Disclosure Statement is available at https://is.gd/SsY2JM from Pacermonitor.com at no charge. About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. The court ordered the conversion of the Chapter 7 case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. Curtis Ensign, PLLC, is the special litigation counsel. DIGIPATH INC: Has $462,000 Net Loss in Dec. 31 Quarter ------------------------------------------------------ Digipath, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $462,174 on $642,115 of revenues for the three months ended Dec. 31, 2018, compared to a net loss of $179,017 on $1,118,785 of revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,536,167, total liabilities of $756,963, and $779,204 in total stockholders' equity. The Company has incurred recurring losses from operations resulting in an accumulated deficit of $13,612,502, and as of December 31, 2018, the Company's cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Chief Executive Officer Todd Denkin and Chief Financial Officer Todd Peterson state, "Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability." A copy of the Form 10-Q is available at: https://is.gd/Uumi7v Based in Las Vegas, Nevada, DigiPath Inc. -- http://www.digipath.com/-- supports the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. The Company's cannabis testing business is operated through its wholly owned subsidiary, Digipath Labs, Inc., which performs all cannabis related testing using FDA-compliant laboratory equipment and processes. DigiPath opened its first testing lab in Las Vegas, Nevada in May of 2015 to serve the new State approved and licensed medical marijuana industry. The Company plans to open labs in other legal states, assuming resources permit. DITECH HOLDING: Seeks to Hire Epiq as Administrative Agent ---------------------------------------------------------- Ditech Holding Corporation and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Epiq Corporate Restructuring, LLC as administrative agent. The firm will provide these bankruptcy administrative services in connection with the Debtors' Chapter 11 cases: a. assist in the solicitation, balloting, tabulation and calculation of votes, prepare reports in support of confirmation of a Chapter 11 reorganization plan, and process requests for documents; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. gather data and assist in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; d. assist in the preparation of claims reports, claims objections, exhibits and related documents; e. provide a confidential data room, if requested; and f. manage and coordinate any distributions pursuant to the plan. Epiq will be paid on an hourly basis and will receive a retainer in the amount of $50,000. The firm will also be reimbursed for out-of-pocket expenses incurred. Kathryn Tran, a partner at Epiq, assured the court that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 3rd Avenue, 12th Floor New York, NY 10017 Tel: (212) 225-9200 About Ditech Holding Corporation Ditech Holding and its subsidiaries -- http://www.ditechholding.com/-- are an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and services a diverse loan portfolio. Ditech Holding Corporation and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker, and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting Inc. is acting as financial advisor to the Consenting Term Lenders. DITECH HOLDING: Seeks to Hire Weil Gotshal as Legal Counsel ----------------------------------------------------------- Ditech Holding Corporation and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Weil, Gotshal & Manges LLP as their legal counsel. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. take all necessary action to protect and preserve the bankruptcy estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which they are involved, and the preparation of objections to claims filed against the estates; b. prepare court documents in connection with the administration of the Debtors' estates; and c. take all necessary actions in connection with any proposed Chapter 11 plan. Weil Gotshal will be paid at these hourly rates: Member and Counsel $1,050 to $1,600 Associates $560 to $995 Paraprofessionals $240 to $420 The firm will also be reimbursed for out-of-pocket expenses incurred. Ray Schrock, Esq., at Weil Gotshal, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Schrock attested that: a. Weil Gotshal did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for its employment with the Debtors; b. No Weil Gotshal professional included in the engagement has varied his rate based on the geographic location for the cases; c. From April to September 2018, Weil Gotshal's hourly rates were $990 to $1,500 for members and counsel, $535 to $975 for associates, and $230 to $385 for paraprofessionals. In October 2018, the firm adjusted its standard billing rates for its professionals in the normal course; and d. Weil Gotshal, in conjunction with the Debtors, is developing a prospective budget and staffing plan for the period February to June 2019. The firm can be reached through: Ray C. Schrock, P.C. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: ray.schrock@weil.com About Ditech Holding Corporation Ditech Holding and its subsidiaries -- http://www.ditechholding.com/-- are an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and services a diverse loan portfolio. Ditech Holding Corporation and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker, and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting Inc. is acting as financial advisor to the Consenting Term Lenders. EDEN HOME: Eyes on Fall Reduction Strategies, PCO's 6th Report Says ------------------------------------------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman, filed a sixth interim report detailing remote discussions and monitoring during an unscheduled site visit on an evening/weekend shift with Eden Home, Inc. The PCO went to the Debtor's four units that provide skilled and long-term care and noted that staffing was better than that experienced over the holidays and consistent with the typical staffing noted on previous site visits. The PCO engaged in resident, family, and staff interviews on the site visit. Periodic staffing challenges were reported, although not described as the norm. Unfortunately, the PCO reported that there were no mid-level providers present on the units for interviewing. Despite noting typical staffing patterns on the site visit, the PCO heard a resident call for help and found the resident on the floor in his/her room. In following up with site leadership and reviewing current quality indicators provided by the Debtor, the PCO noted that the total number of falls had decreased approximately 20% for the last two months from that which was detailed in the Fifth Report, although the latest month’s data did show a slight shift in the percentage of falls with injury as a percent of total falls. The PCO reported that the Debtor's clinical leadership continues to regard fall reduction strategies as one of the top three focus priorities. A full-text copy of the Sixth Interim Report is available for free at: http://bankrupt.com/misc/txwb18-50608-416.pdf About Eden Home Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill Communities -- https://www.edenhill.org/ -- is a not-for-profit, faith-based organization that provides independent living, affordable housing, assisted living, skilled nursing an rehabilitation, long-term care and memory care services. The EdenHill Communities Transportation Department provides ADA services in support of seniors and individuals with disabilities. Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50608) on March 16, 2018. In the petition signed by Laurence P. Dahl, CEO and executive director, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig A. Gargotta is the case judge. Dykema Cox Smith is the Debtor's counsel; Langley & Banack, and Gravely & Pearson, L.L.P., as special counsels; Cushman & Wakefield as real estate broker. Cushman & Wakefield has entered into a Co-Broker Agreement with CF Commercial Brokerage, LLC d/b/a San Antonio Commercial Advisors. On March 26, 2018, the U.S. Trustee appointed Susan N. Goodman as the Patient Care Ombudsman in the case. On May 30, 2018, the Official Committee of Unsecured Creditors of Eden Home, Inc. was appointed by the Bankruptcy Court. The Committee retained Martin & Drought, P.C., as counsel. EMPIRE GENERATING: S&P Withdraws 'CC' Senior Secured Debt Rating ---------------------------------------------------------------- S&P Global Ratings on Feb. 22 withdrew its 'CC' senior secured debt ratings on single-asset power plant Empire Generating Co. LLC at the issuer's request. S&P's outlook was negative at the time of the withdrawal. ESCALON MEDICAL: Posts $218,000 Net Loss in Dec. 31 Quarter ----------------------------------------------------------- Escalon Medical Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $217,983 on $2,418,880 of net revenues for the three months ended Dec. 31, 2018, compared to a net income of $711,220 on $3,383,028 of net revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $5,234,333, total liabilities of $3,087,797, and $2,146,536 in total shareholders' equity. Chief Executive Officer Richard J. DePiano, Jr. and Chief Operating Officer Mark Wallace state, "To date, the Company's operations have not generated sufficient revenues to enable profitability. As of December 31, 2018, the Company had an accumulated deficient of $68.2 million, and incurred recurring losses from operations and incurred recurring negative cash flows from operating activities. These factors raise substantial doubt regarding the Company's ability to continue as a going concern." Messrs. DePiano and Wallace further disclose, "The Company's continuance as a going concern is dependent on its future profitability and on the on-going support of its shareholders, affiliates and creditors. In order to mitigate the going concern issues, the Company is actively pursuing business partnerships, managing its continuing operations, implementing cost-cutting measures and seeking to sell certain assets. The Company may not be successful in any of these efforts." A copy of the Form 10-Q is available at: https://is.gd/lkOwtD Wayne, Pennsylvania-based Escalon Medical Corp. operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices and pharmaceuticals in the area of ophthalmology. The company and its products are subject to regulation and inspection by the U.S. FDA. FAIRGROUNDS PROPERTIES: $90K Sale of Lot 32 to Lees Approved ------------------------------------------------------------ Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized Fairgrounds Properties, Inc.'s private sale of real property located in Hurricane, Utah, described as Lot 32, fairgrounds Industrial Park, according to the Official Pat thereof, on file in the Office of the Recorder of Washington County, State of Utah, to Scott and Robin Lee and/or assigns for $90,000. A hearing on the Motion was held on Feb. 07, 2019 at 10:00 a.m. The sale is free and clear of interests. In accordance with the Sale Motion, the sale proceeds of Lot 32 will be distributed as follows: a. Recording fees and standard transaction closing costs; b. A 6% commission to the Debtor's real estate agent; c. Unpaid property taxes secured by Lot 32 pursuant to Utah Law; d. All remaining funds to be paid to People's Intermountain Bank, the successor in interest by merger to Town and Country Bank. e. Robert Stevens has agreed to voluntarily release its deed against Lot 32; and f. Nothing to be paid to Dakota Aggregate, LLC. The 14-day appeal period is waived. The Debtor is authorized to pay from the gross sale proceeds the costs of sale, including the real estate commission of 6%, outstanding real property taxes, and payment to People's Intermountain Bank as set forth in the Sale Motion. About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FAIRGROUNDS PROPERTIES: $95K Sale of Lot 31 to 630 North Approved ----------------------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized Fairgrounds Properties, Inc.'s private sale of real property located in Hurricane, Utah, described as Lot 31, fairgrounds Industrial Park, according to the Official Pat thereof, on file in the Office of the Recorder of Washington County, State of Utah, to 630 North, LLC and/or assigns for $95,000. A hearing on the Motion was held on Feb. 07, 2019 at 10:00 a.m. In accordance with the Sale Motion, the sale proceeds of Lot 31 will be distributed as follows: a. Recording fees and standard transaction closing costs; b. A 6% commission to the Debtor's real estate agent; c. Unpaid property taxes secured by Lot 31 pursuant to Utah Law; d. All remaining funds to be paid to People's Intermountain Bank, the successor in interest by merger to Town and Country Bank. e. Robert Stevens has agreed to voluntarily release its deed against Lot 31; and f. Nothing to be paid to Dakota Aggregate, LLC. The 14-day appeal period is waived. The Debtor is authorized to pay from the gross sale proceeds the costs of sale, including the real estate commission of 6%, outstanding real property taxes, and payment to People's Intermountain Bank as set forth in the Sale Motion. About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FIBRANT LLC: April 17 Plan Confirmation Hearing ----------------------------------------------- Fibrant, LLC, et al., sought and obtained approval of the disclosure statement explaining their Chapter 11 plan of liquidation. The Confirmation Hearing will be held before Judge Susan Barrett of the United States Bankruptcy Court for the Southern District of Georgia, Augusta Division, Federal Justice Center, 600 James Brown Blvd Augusta, Georgia 30901 on April 17, 2019 at 10:00 a.m. Eastern time. Objections, if any, to the confirmation of the Plan must filed and served on or before 5:00 p.m. (Eastern time) on April 5, 2019. The Plan represents the culmination of the Debtors' efforts to decommission safely their chemical manufacturing facility located in Augusta, Georgia, treat all employees and creditors fairly, and establish a process for remediating the legacy environmental contamination at the Debtors' Augusta plant site. The Plan is premised on the transfer of a substantial majority of the Debtors' real and personal property to a newly formed subsidiary of ELT (the Property-Owning Subsidiary) pursuant to the ELT Transaction. Because the Debtors' remaining financial resources are extremely limited, the Plan (including the ELT Transaction) is dependent upon substantial contributions of funds from ChemicaInvest (the Debtors' indirect parent company, which is based in The Netherlands). ChemicaInvest does not have any legal or contractual obligation to provide the Plan funding, and has only agreed to do so if ChemicaInvest and its affiliates receive the releases from liability and other protections and consideration set forth in the Plan and related documents. The treatment of General Unsecured Claims in Class 4 was negotiated between the Debtors, ChemicaInvest and the Committee, and includes Distributions that will be funded (in part) from a cash contribution by ChemicaInvest of up to $2.5 million (the Estate Payment) and other consideration as described below and as set forth in the Plan. Environmental Remediation Claims in Class 3 will be treated and resolved by the closing of the ELT Transaction and the assumption by the Property-Owning Subsidiary of the "Assumed Obligations" under the ELT Property Transfer Agreement. In connection with the ELT Transaction, ChemicaInvest will (i) make a $12.85 million payment to the Property-Owning Subsidiary at the closing of the ELT Transaction (the Remediation Payment), (ii) pay the insurance premiums (the Insurance Payment) for four 10-year Insurance Policies that will collectively provide $30 million of insurance coverage in connection with the environmental remediation of the Augusta plant site by the Property-Owning Subsidiary, and (iii) establish and fund a trust (the Deductible Trust) with $850,000 to cover the deductibles/self-insured retentions under the Insurance Policies. The ELT Transaction documents were intensely negotiated by the Debtors, ChemicaInvest and ELT, and these documents also reflect input from the Georgia Department of Natural Resources, Environmental Protection Division ("EPD"). The Debtors anticipate that, if the ELT Transaction is closed, the environmental contamination at the Augusta plant site will be remediated as required by law. The Debtors, ChemicaInvest and ELT have held meetings and telephone conferences with representatives of EPD, the Attorney General's Office of the State of Georgia, the United States Environmental Protection Agency ("EPA"), and the United States Department of Justice ("DOJ") to provide information about the ELT Transaction and to seek their support and cooperation in connection with confirmation of the Plan. In recent weeks, the shutdown of the United States government, including EPA and DOJ, has slowed the approval process. As of the date of the Bankruptcy Court hearing on this Disclosure Statement, the United States has not made a determination as to whether it will enter into a settlement agreement. The Debtors believe the Plan represents the best possible outcome for all of its stakeholders. In the event the Plan is not confirmed, the most likely outcome would be a conversion of these cases to Chapter 7 of the Bankruptcy Code. The Debtors believe that if these cases were to be converted to Chapter 7, Distributions to General Unsecured Creditors would be substantially lower than under the Plan, the ELT Transaction would not be consummated, the Debtors' Augusta plant site would need to be taken over by the government, and the government (rather than ELT) would be responsible for conducting remediation at the plant site (subject to the government's right to commence legal actions against third parties who are potentially responsible for funding, or performing, the required remediation at the plant site). Class 1 - Miscellaneous Secured Claims are unimpaired with estimated aggregate allowed amount $4,710 (plus 50% of the sale price of the South Center Assets). To the extent any such Allowed Claims exist, treated in one of the following ways: (a) paid in full, (b) paid with the proceeds of sale or disposition of the respective collateral, or (c) given the respective collateral. Class 2 - Priority Claims are unimpaired with estimated aggregate allowed amount $1.142 million. Allowed Class 2 Claims shall be paid in full in Cash. Class 3 - Environmental Remediation Claims are impaired. Allowed Class 3 Claims shall be satisfied by the closing of the ELT Transaction and assumption by Property-Owning Subsidiary of "Assumed Obligations" under the ELT Property Transfer Agreement. Class 4 - General Unsecured Claims are impaired with estimated aggregate allowed amount approximately $38.1 million to $39.1 million. Allowed Class 4 General Unsecured Claims shall receive a pro rata share of GUC Funds. Class 5 - Equity Interests are impaired. Allowed Class 5 Interests shall receive nothing; all Class 5 Interests shall be extinguished. In addition to obtaining funding from ChemicaInvest and Shaw to pay for the Shutdown, Fibrant asserted claims against DSM to obtain funding to pay for the required environmental remediation at the Site. The Facility's historical operations were typical of chemical manufacturing plants in the United States prior to the advent of modern environmental regulations in the 1970s, and the existence of environmental contamination at large and half-century-old chemical manufacturing plants, like the Facility, is common, having resulted from spills or largely unintended releases of the chemicals used in the production processes. By 2015, Fibrant had documented the presence of soil and groundwater contamination at the Facility and was working with the EPD to remediate that contamination. As part of the share purchase agreement pursuant to which Fibrant was acquired from DSM (the "SPA"), ChemicaInvest was indemnified for damages, costs and expenses (including reasonable legal fees) incurred or sustained by ChemicaInvest or any of the "Majority Owned Target Group Companies" (as defined in the SPA) in connection with "Environmental Damages" arising out of "Existing Contamination," which means contamination that occurred on before July 31, 2015. Environmental Damages cover (among other things) investigative and remedial obligations, as well as claims of government regulators due to the presence of soil and groundwater contamination resulting from Existing Contamination at the Facility. The right to be indemnified by DSM for losses arising from, or associated with, Environmental Damages at the Facility, to the extent such losses were incurred by Fibrant, was subsequently assigned by ChemicaInvest to Fibrant pursuant to an assignment agreement (the "Assignment Agreement") dated May 3, 2016 by and between ChemicaInvest and Fibrant. In August 2015, ChemicaInvest informed DSM of the incurrence of Environmental Damages at the Facility and sought indemnification as provided in the SPA. DSM did not respond to the request for indemnification for 10 months. In June 2016, DSM finally responded to the indemnification request. DSM did not deny the presence of the existing soil and groundwater contamination at the Facility, but denied that it had any indemnity obligations for such contaminants. Thereafter, ChemicaInvest commenced an arbitration proceeding against DSM in the Netherlands as provided in the SPA (the "DSM Arbitration"), seeking, among other prayers for relief, (a) a declaration that DSM should fully indemnify and hold harmless ChemicaInvest in conjunction with the DSM SPA for all damages, costs and expenses and reasonable legal fees incurred relating to (i) contamination at the Site, (ii) the obligation under the relevant environmental laws and Fibrant's permit to take investigation and remediation measures in connection with contamination at the Site, and (iii) investigation and remediation of the contamination present at the Site at or prior to completion, and (b) an order that DSM must make available to Fibrant such amount as may be necessary from time-to-time for Fibrant to comply with its obligation under relevant environmental laws. Fibrant was a party to the DSM Arbitration as assignee of certain indemnity rights pursuant to the Assignment Agreement. The arbitration was conducted pursuant to Dutch law before a three-judge arbitration panel. In 2016 and 2017, the parties filed pleadings, expert reports and supporting factual documents. The tribunal returned a decision in May of 2018. The tribunal found that DSM is liable for indemnity under the SPA but that Fibrant had not yet "incurred" environmental expenses in amounts sufficient to satisfy certain payment thresholds (including an aggregate €6,000,000 threshold) before DSM would be obligated to indemnify Fibrant and/or ChemicaInvest. The following disclosure has been added to the Disclosure Statement at the request of DSM to resolve DSM's objection to approval of the Disclosure Statement: "DSM does not agree with the Debtors' characterization of DSM's role and conduct. The Debtors have made numerous factual allegations regarding DSM's background and history with respect to Fibrant and Fibrant's site in Augusta, Georgia that are inaccurate and/or omit substantial information to the point of being misleading. DSM has previously sought to correct certain of these assertions on the record of these proceedings, including in its May 11, 2018 Limited Objection of Koninklijke DSM N.V. to the Official Committee of Unsecured Creditors' Motion for Examination of the Debtors and Koninklijke DSM N.V. under Rule 2004 of The Federal Rules of Bankruptcy Procedure [Docket No. 242], its July 25, 2018 Responses and Objections to the Debtors' Motion to Reject the DSM Proceeds Agreement [Docket No.339]), and statements on the record during the July 31, 2018 hearing on the Debtors' Motion to Reject the DSM Proceeds Agreement [Docket No. 345]. DSM urges parties in interest to review its prior filings and statements in order to gain a more accurate picture of its role and conduct with respect to Fibrant and the Augusta site." Because the Debtors' business operations were discontinued prior to the Filing Date, their ongoing sources of funds have been limited to sales of assets and draws on certain escrowed funds. The Debtors' financial performance since the Petition Date is sumarized in monthly operating reports that the Debtors have filed with the Bankruptcy Court. As of December 31, 2018, the Debtors had cash in the amount of $6,635,465. The GUC Funds will consist of: (a) a one-time payment by ChemicaInvest of $2.5 million (the Estate Payment), subject to reduction if the sum of the Estate Cash and Estate Payment exceed $6 million; (b) Estate Cash (cash held by the Debtors after payment in full of all Allowed Claims in Class 1 and Class 2, and after payment in full of all Administrative Expense Claims and Allowed Tax Claims, less an appropriate amount of Retained Proceeds); and (c) if the amount of GUC Funds on the Effective Date is less than $6 million, a percentage of Net Litigation Proceeds until GUC Funds reach an aggregate of $7 million, as described below. As of the date of this Disclosure Statement, the Debtors project the range of GUC Funds to run from a low of approximately $4.8 million (Estate Payment of $2.5 million plus Estate Cash of $2.3 million) to a maximum of $7 million. As of the date of this Disclosure Statement, the Debtors project that, as of March 31, 2019, (a) they will have approximately $2.8 million in remaining funds after payment in full of all Allowed Claims in Class 1 and Class 2, Administrative Expense Claims and Allowed Tax Claims, and (b) the Retained Proceeds will be approximately $500,000, including the Creditor Trust Reserve ($100,000) and a reserve for payment of the fees and expenses of the Liquidating Agent ($50,000), the fees and expenses of professional persons retained by the Liquidating Agent/Debtors ($110,000), U.S. Trustee fees ($52,000), costs and expenses relating to environmental remediation activities ($77,000), employee and personnel costs, including insurance ($63,000), and other miscellaneous expenses. The actual amount of Retained Proceeds will be determined by the Liquidating Agent on or immediately prior to the Effective Date and from time to time thereafter after consulting in good faith with the Creditor Trustee or the Committee, as applicable. In the event the actual amount of Retained Proceeds exceeds the $500,000 estimate, the amount of GUC Funds available to make Distributions to Class 4 creditors may be reduced from the estimates included in this Disclosure Statement. As of the date of this Disclosure Statement, the Debtors currently estimate that the aggregate Distributions to Holders of Allowed Class 4 General Unsecured Claims will be between 12.3% and 18.4%. The Plan is based upon closing the ELT Transaction, which is expected to occur on the Effective Date of the Plan. The ELT Transaction will be implemented pursuant to the terms of the ELT Property Transfer Agreement and the Environmental Remediation Trust Agreement; entry of the Confirmation Order will evidence the Bankruptcy Court's approval of the ELT Transaction (including the ELT Property Transfer Agreement and the Environmental Remediation Trust Agreement). The ELT Transaction was structured to ensure that, following the Effective Date, the environmental contamination at the Augusta plant site will be remediated as required by law. If the conditions to closing the ELT Property Transfer Agreement have not been satisfied on or before June 30, 2019, any party may terminate the ELT Property Transfer Agreement. Pursuant to the ELT Property Transfer Agreement, on the Effective Date, (a) a newly formed subsidiary of ELT (the "Property-Owning Subsidiary") shall acquire the Environmental Remediation Property (which comprises the substantial majority of the Debtors' real and personal property) and assume responsibility for environmental remediation of the Environmental Remediation Property on the terms set forth in the ELT Property Transfer Agreement, (b) the Property-Owning Subsidiary shall indemnify and hold harmless the Debtors, the Debtors' affiliates and the ChemicaInvest Affiliated Parties (but not the DSM Entities) from and against all claims, actions, judgments, losses and damages that arise out of the liabilities and obligations assumed by the Property-Owning Subsidiary relating to the Environmental Remediation Property and remediation of the plant site, (c) the ChemicaInvest Parties shall (i) pay to the Environmental Remediation Trust the $12.85 million Remediation Payment, (ii) make the Insurance Payment (an amount estimated to be $1,092,413), in order to obtain the four Insurance Policies described below, and (iii) establish and fund a trust with $850,000 to cover the deductibles/self-insured retentions under the Insurance Policies, (d) ELT shall provide a $5 million guaranty of the obligations of its Property-Owning Subsidiary (including the Property-Owning Subsidiary's indemnity obligations), (e) the Debtors shall transfer and assign to the Property-Owning Subsidiary all insurance proceeds, claims and rights under all primary and excess liability insurance policies (including any environmental liability insurance) that provide the Debtors (or any of their predecessors in interest) coverage for losses or liability relating to environmental releases or contamination with respect to the Environmental Remediation Property (it being understood that, from and after the Effective Date, the Property-Owning Subsidiary shall be entitled to assert claims under such insurance policies), and (f) the Debtors shall assume and assign to the Property-Owning Subsidiary a ground lease with Praxair, Inc. and a real property lease and easement and maintenance agreement with DSM Resins. The Plan and the ELT Transaction are dependent upon the Settlement Payments to be made by ChemicaInvest, and ChemicaInvest has stated it will only make the Settlement Payments if it receives the liability releases and other protections and consideration set forth in the Plan and related documents. On the Effective Date, the Debtors shall transfer, assign, and deliver to Property-Owning Subsidiary all of Debtors' right, title and interest in and to the Environmental Remediation Property in accordance with Section 1141 of the Bankruptcy Code. The foregoing transfers shall be: (i) free and clear of any and all claims, liens, encumbrances and interests against the Debtors of any kind or nature whatsoever (other than "Permitted Title Exceptions," as such term is defined in the ELT Property Transfer Agreement); and (ii) subject to any rights and obligations of the ChemicaInvest Parties, ELT, Property-Owning Subsidiary, the Debtors, the EPA, and the EPD under the Environmental Remediation Trust Agreement and the ELT Property Transfer Agreement. The ELT Property Transfer Agreement provides that Fibrant shall transfer the EPD Permit to the Property-Owning Subsidiary at or promptly following the Effective Date. Following assignment of the EPD Permit, Property-Owning Subsidiary will assume responsibility for the RCRA corrective action at the Augusta plant site (including providing financial assurance and remediating the site to achieve the commercial and industrial standards as approved by the EPD). The Insurance Payment to be made by the ChemicaInvest Parties will cover the premiums associated with four insurance policies (the "Insurance Policies") covering environmental risks relating to the Environmental Remediation Property for three specific scenarios: (a) a policy covering the environmental remediation under certain circumstances in which the Property-Owning Subsidiary has "ceased and refuses to perform, renounced its Contractual Obligations [to complete the environmental remediation] and/or has no plans or ability to perform or continue to perform any Contractual Obligations" (the "Indemnity Policy"), (2) a policy covering retained third party bodily injury and property damages claims (the "Third Party BI/PD Policy") arising out of existing pollution conditions at the Environmental Remediation Property, and (3) a primary and associated excess policy covering unknown but pre-existing pollution conditions at the Environmental Remediation Property (the "Unknown Pre-Existing Conditions Policies"). The policy limits, deductibles, named insureds and premium amounts of each Insurance Policy are set forth in quotes obtained from the applicable insurers in November 2018, Following the closing of the ELT Property Transfer Agreement and the Effective Date of the Plan, the following sources of funds would be available for remediation (corrective action) at the Augusta plant site: 1. $12.85 million Remediation Payment; 2. Funds received by Property-Owning Subsidiary in connection with sales of real or personal property included in the Environmental Remediation Property (which may be used to fund remediation in the Property-Owning Subsidiary's discretion); 3. $5 million ELT guaranty; and 4. Proceeds received from claims under the $30 million of Insurance Policies. The Environmental Remediation Property being transferred to Property-Owning Subsidiary pursuant to the ELT Transaction does not include the South Center Assets or the real property (the "Univar Property") that is currently owned by Fibrant and that is being remediated by Univar USA Inc. ("Univar"). Assuming such Assets have not been sold or transferred as of the Effective Date, the Liquidating Agent shall be authorized to sell or transfer such Assets after the Effective Date. A full-text copy of the Disclosure Statement dated February 13, 2019, is available at: http://bankrupt.com/misc/gasb19-1810274SDB-603.pdf About Fibrant, LLC Fibrant, LLC, headquartered in Augusta, Georgia, was previously a producer and global supplier of chemical products and local manufacturing services. At the end of September 2017, the Debtors completed the shutdown and decommissioning of their caprolactam manufacturing facility located at an industrial site at 1408 Columbia Nitrogen Drive, Augusta, Georgia 30901, other than the portion of the Facility that was (until recently) being used to manufacture ammonium sulfate. In late 2017, the Debtors ceased production of ammonium sulfate at the Facility, and the Debtors are now in the process of administering the sale of, and shipping, all of the remaining ammonium sulfate inventory. Once the inventory has been sold and removed from the Site, the Debtors intend to decommission the ammonium sulfate plant and all other operating assets and plant infrastructure that was not previously decommissioned. Fibrant, LLC and affiliates Fibrant South Center, LLC, Evergreen Nylon Recycling, LLC and Georgia Monomers Company, LLC sought Chapter 11 protection (Bankr. S.D. Ga. Case Nos. 18-10274-77) on Feb. 23, 2018. The case is assigned to Judge Susan D. Barrett. The cases are jointly administered. The petitions were signed by David Leach, president and general manager. The Debtors tapped Paul K. Ferdinands, Esq., Jonathan W. Jordan, Esq., Sarah L. Primrose, Esq., at King & Spalding LLP; and James C. Overstreet Jr., Esq., at Klosinski Overstreet, LLP as counsel; and Kurtzman Carson Consultants, LLC as their claims, noticing and balloting agent. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. FIRST AMERICAN: S&P Affirms 'B' ICR on Strong Revenue Growth ------------------------------------------------------------ S&P Global Ratings said it expects Fort Worth, Texas-based merchant services provider First American Payment Systems L.P. (FAPS) to increase its organic revenue as it continues to build independent software vendor (ISV) relationships, and that the company's leverage will remain between 5x and 6x over the next few years. S&P on Feb. 22 affirmed its 'B' issuer credit rating on FAPS, its 'B+' issue-level rating on its first-lien debt, and its 'CCC+' issue-level rating on its second-lien debt. "Our assessment of FAPS' business risk profile reflects the company's modest scale and narrow scope as a U.S. merchant acquirer and its strong revenue growth. We expect the strong cash-to-card migration to continue across the U.S and anticipate that payment-processing volumes will increase across merchants, which we believe will underpin FAPS' growth trajectory," S&P said. That said, while FAPS is a top 10 U.S. nonbank merchant acquirer, it processes less than 1% of the U.S.' total transaction processing volume (Nilson, March 2018). Additionally, the company generates over half of its revenue through independent sales organizations, which results in lower operating leverage than for direct or partnership sales channels. FAPS also focuses on the small to midsize business (SMB) merchant segment, which tends to be more prone to business failures and merchant displacement by competitors. This requires the company to continuously replenish its merchant base to maintain revenue growth. "In our view, merchant acquirers must increasingly innovate their product offerings and provide value-added solutions to merchants to remain competitive," S&P said. "We expect FAPS to improve its product offerings and refocus its business toward ISVs, where it is able to expand its verticals by partnering with software vendors to offer software and payment processing to merchants in one bundled offering." According to S&P, this arrangement drives higher growth and lower merchant attrition because the bundled offerings generally involve higher switching costs for the merchant customer. The stable outlook on FAPS reflects S&P's expectation that the company will continue to increase its transaction processing volume and organic net revenue by at least the mid-single-digit percent area through 2018 and 2019 while generating annual free cash flow of $15 million-$25 million. S&P anticipates that EBITDA growth will cause the company's adjusted debt to EBITDA to decline to the low-5x area in 2018 absent any debt-funded acquisitions or shareholder returns. S&P said it could lower its ratings on FAPS if industry disruption or elevated merchant attrition significantly reduce the company's market share or cause its EBITDA to decline such that its leverage exceeds 7x. It could also lower the ratings if debt-financed acquisitions or shareholder returns cause the company's leverage to increase above 7x. Although unlikely over the next year, S&P said it could raise its ratings on FAPS if it reduces its reliance on third-party sales organizations (by continuing to grow its ISV partnerships and direct sales force), increases its organic revenue at a consistently faster pace than overall industry growth (around 7%), and sustains leverage of less than 5x. FULCRUM EXPLORATION: Unsecureds to Get 100% in 20 Quarters ---------------------------------------------------------- Fulcrum Exploration, LLC, filed a Chapter 11 plan of reorganization and accompanying disclosure statement. Class 5: General Unsecured Claims are impaired with estimated aggregate amount of claims or equity interests of approximately $336,360.63. Unless otherwise agreed in writing, Creditors holding Allowed Class 5 General Unsecured Claims shall receive, in full satisfaction and discharge of any Allowed Claim, an amount equal to 100% of their Allowed Claims paid in quarterly payments over a period of five years. The Reorganized Debtor may prepay, Pro Rata, any portion of the Allowed Class 5 Claims at any point without penalty. Estimated Recovery – 100% Class 1: Ad Valorem Taxing Authorities are impaired with estimated aggregate amount of claims or equity interests of $83.91. Unless otherwise agreed, each holder of an Allowed Ad Valorem Tax Claim, excluding any penalties, shall receive in full discharge or and in exchange for such Allowed Ad Valorem Tax Claim, and the Lien(s) securing the same, Cash in the full amount of their Allowed Claim, at the option of the Reorganized Debtor, by the later of (a) fifteen (15) days after the Effective Date, and (b) fifteen (15) days after becoming an Allowed Ad Valorem Tax Claim. Estimated Recovery is 100%. Class 2: Secured Claims of Veritex Community Bank are impaired with estimated aggregate amount of claims or equity interests of $8,264,981.38. In full and final satisfaction, discharge, and release of the Veritex Claim, Veritex shall receive (i) cash in the amount of five million dollars ($5,000,000 USD) from the Cash Proceeds, and (ii) the New Veritex Note. Estimated Recovery is 100%. Class 3.1: Claims of Unrecorded Walls WI Owners are impaired with estimated aggregate amount of claims or equity interests in approximately $440,000. In full and final satisfaction of the Allowed Class 3.1 Claims, each Holder of a Class 3.1 Claim shall receive its Pro Rata share of: (i) the Walls 7 Carveout, (ii) the Walls 8 Carveout, (iii) the Walls 9 Carveout, and (iv) the Walls 10 Carveout. Estimated Recovery is 100%. Class 3.2: Claims of Walls NPI Owners are impaired with estimated aggregate amount of claims or equity interests in approximately $105,000. In full and final satisfaction of the Allowed Class 3.2 Claims, each Holder of a Class 3.2 Claim shall be entitled to enter into new Net Profits Interests with MHI NewCo on the same terms as the prepetition Net Profits Agreements. Estimated Recovery is 100%. Class 3.3: Claims of Unrecorded Box- In WI Owners are impaired. Holders of Allowed Class 3.3 Claims shall not receive any Distributions or consideration on account of their Allowed Class 3.3 Claims. Estimated Recovery is 0%. Class 4: Administrative Convenience Claims are impaired with estimated aggregate amount of claims or equity interests of approximately $3,495.50. Allowed Class 4 Administrative Convenience Claims shall be paid 100% of their Allowed Claim on or before the date that is sixty (60) days after the Effective Date in full satisfaction of their Allowed Claim. Estimated Recovery is 100%. Class 6: Subordinated Claims are impaired with estimated aggregate amount of claims or equity interests of approximately $3.5 million Unless otherwise agreed in writing, each Class 6 Creditor shall receive, on the MHI Stock Distribution Date, in full satisfaction and discharge of any Allowed Class 6 Claim, an amount of MHI Stock equal in value to their Allowed Class 6 Claim. Estimated Recovery is unknown. Class 7: Equity Interest Holders are impaired. On account of their Class 7 Equity Interests, the Holders of Equity Interests in the Debtor shall (a) retain their interests in the Debtor (which Interests will become Interests in the Reorganized Debtor post-confirmation), and (b) on the MHI Stock Distribution Date, their Pro Rata share of the MHI Stock Consideration remaining after the Class 6 Stock Distribution. Estimated Recovery is unknown. The Plan will be funded through Cash on hand, the Sale Proceeds and payments over time from the Reorganized Debtor from both operations and payments on the Class 5 Note. There is a risk that MHI NewCo may fail to make the payments on the Class 5 note, which would affect the Distributions to Class 5 Creditors. Although no guarantees can be made about the exact future performance of MHI NewCo, the Debtor has anticipated the future financial performance and business operations of MHI NewCo, and believes that it will be able to fund and pay all obligations required by the Plan, including all future operational expenses, taxes and other ongoing obligations. Creditors are urged to consider and review the Financial Projections in Article VIII of this Disclosure Statement. A full-text copy of the Disclosure Statement dated February 18, 2019, is available at https://tinyurl.com/yymj8942 from PacerMonitor.com at no charge. About Fulcrum Exploration Fulcrum Exploration, LLC -- http://www.fulcrumexploration.com/-- is a Texas-based independent oil and gas company experienced in exploration and production. The company is actively developing its producing properties and is engaged in efforts to acquire additional undeveloped leaseholds. Fulcrum's operational experience also includes successfully reworking mature fields to recover additional reserves and prolong production. Fulcrum operates producing leases in both Tillman County and Jackson County Oklahoma. Fulcrum Exploration filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32070) on June 24, 2018. In the petition signed by Derek Jensen, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The Hon. Stacey G. Jernigan is the case judge. Pronske Goolsby & Kathman, P.C., is the Debtor's counsel. GARRETT PROPERTIES: To Supplement Sale of Ms. Garrett's Property ---------------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Southern District of West Virginia orderd Garrett Properties, LLC and Kimberly Garrett, the Debtor's managing member, to simultaneously supplement the record with any authority under Section 541(a)(2)(B), or otherwise, that supports the argument that Ms. Garrett's non-community property can be sold as part of the Debtor's bankruptcy estate. On Feb. 5, 2019, a telephonic hearing was held in the bankruptcy case to consider the Debtor's motions to sell real property located in Pocahontas County and Kanawha County, West Virginia owned by Garrett. Upon consideration of the representations of counsel and for reasons fully stated on the record, the Court ordered the parties may simultaneously supplement the record by Feb. 12, 2019. Thereafter, the it will take the matter under advisement. The Court will consider the issue further and determine, among other things, whether further proceedings regarding it are necessary, and the form and context in which the Court’s decision will be delivered. About Garrett Properties Headquartered in Charleston, West Virginia, Garrett Properties, LC, is a limited liability company. Since Aug. 17, 2004, the Debtor has been in the business of owning, holding and renting commercial and residential real estate. Garrett Properties filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Ronald G. Pearson oversees the case. James M. Pierson, Esq., at Pierson Legal Services, serves as the Debtor's bankruptcy counsel. On Sept. 14, 2015, the Court approved Judy Boggess as realtor. GINGER SPOKANE: Gets Interim Approval to Use Cash Collateral ------------------------------------------------------------ The Hon. Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington has entered an interim order authorizing Ginger Spokane, Inc., to use cash collateral in the ordinary course of its business. The Interim Order prohibits payment to Insiders for compensation, as well as payment on any loans by Insiders. HomeStreet Bank is granted a postpetition security interest to extend to the Debtor's Bank accounts, cash on hand, and cash proceeds to secure any diminution in value of the cash collateral after the Petition Date up to the amount actually used, but no further. The Adequate Protection Lien would be valid and enforceable as of the Petition Date. In addition, an adequate protection payment to HomeStreet Bank in the amount of $2,000 is required by the end of February. A continued hearing is scheduled for Feb. 27, 2019 at 2:00 p.m. A full-text copy of the Order is available at http://bankrupt.com/misc/waeb19-00235-24.pdf About Ginger Spokane Ginger Spokane Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00235) on Jan. 30, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Frederick P. Corbit. Timothy R. Fischer, Esq., is the Debtor's bankruptcy attorney. No official committee of unsecured creditors has been appointed in the Chapter 11 case. GREEK BROS: To Pay Wharton County $902 Monthly Under Latest Plan ---------------------------------------------------------------- The Greek Bros., Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas its proposed amended plan of reorganization modifying the treatment of Wharton County's secured claim. Wharton County is owed $40,522.82 instead of $34,138.29 provided in the previous plan for ad valorem taxes for 2016-2018. It will be paid in full plus statutory interest in 60 monthly payments, with the first monthly payment being due and payable on the 15th day of the first month following 60 days after the effective date of the plan. The payment will be approximately $902. This creditor will retain all liens it currently holds, whether for pre-petition tax years or for the current tax year, on any real property or business personal property of the Debtor until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position will not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. A copy of the Amended Plan is available at https://is.gd/f7Zcl7 from Pacermonitor.com at no charge. About The Greek Bros. Inc. The Greek Bros., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60017) on April 11, 2018. In the petition signed by George Charkalis, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. GUILBEAU MARINE: Plan Outline Approval Hearing Set for April 1 -------------------------------------------------------------- Bankruptcy Judge Jerry A. Brown will convene a hearing on April 1, 2019 at 2:30 p.m. to consider approval of the disclosure statement filed by Guilbeau Marine, Inc. March 25, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. About Guilbeau Marine Guilbeau Marine, Inc., based in Golden Meadow, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-12409) on Sept. 11, 2018. In the petition signed by Anthony Guilbeau, Jr., president, the Debtor estimated $1 million to $10 million in assets and liabilities. Frederick L. Bunol, partner of The Derbes Law Firm, L.L.C., serves as bankruptcy counsel. GULFSLOPE ENERGY: Has $424,000 Net Loss in Dec. 31 Quarter ---------------------------------------------------------- GulfSlope Energy, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $423,861 on $0 of revenues for the three months ended Dec. 31, 2018, compared to a net loss of $514,404 on $0 of revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $28,172,736, total liabilities of $31,623,582, and $3,450,846 in total stockholders' deficit. The Company has incurred accumulated losses as of Dec. 31, 2018 of $42.3 million, and has a net capital deficiency. Chief Executive Officer John N. Seitz and Chief Financial Officer John H. Malanga state, "Further losses are anticipated in developing its business, and there exists substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/EfJzDa GulfSlope Energy, Inc., a Delaware corporation, is an independent crude oil and natural gas exploration and production company whose interests are concentrated in the United States Gulf of Mexico (GOM) federal waters offshore Louisiana. The Company currently has under lease fourteen federal Outer Continental Shelf blocks and has licensed 2.2 million acres of three-dimensional (3-D) seismic data in its area of concentration. Two of the fourteen lease blocks were awarded in October and November of 2018. The Company is headquartered in Houston, Texas. HENRY MELTON: Trustee's $150K Sale of Property to Settle Suit OK'd ------------------------------------------------------------------ The U.S Bankruptcy Court for the Northern District of Texas authorized Scott Seidel, Trustee for Henry J. Melton, II, to sell a $1 million face value promissory note, as modified, made by Express Working Capital, LLC, with a balance owed thereon, exclusive of penalty interest, of $646,000, to Express for $150,000. The sale is free and clear of all liens, claims and encumbrances; and "as is" without representation or warranty. The Trustee is authorized to: (a) assume the Modification Agreement; (b) sell, assign and transfer to the Purchaser the Modified Note free and clear of all liens, claims and encumbrances; and (c) execute and deliver to the Purchaser such assignment documents as may be necessary to sell, assign and transfer the Modified Note. After the Closing and upon the Order becoming final and non-appealable, and/or if appealed, no stay is granted, the Trustee is authorized under the Plan of Liquidation as Revised, to make distributions to the creditors and parties in interest under the terms of the Plan pursuant to the Confirmation Orderas follows: (1) 50% to Roock; (2) 50% to satisfy Allowed Administrative Claims on a pro rata basis unless the Trustee determines otherwise as permitted under the Plan to the following: (a) Seidel under Order on balance of allowed expenses of $1,386 and fees allowed of $100,170; (b) Wiley Law Group under Order on balance of fees and expenses net after application of IOLTA retainer in the amount of $20,828; (c) Receiver under Order for administrative expenses of $5800 and balance due under the Plan on the $25,000 allocated under the Plan; (d) Sheldon Levy under Order for administrative claim of $14,450. Henry J. Melton sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44206) on Oct. 14, 2017. The Debtor tapped Kevin S. Wiley, Jr., Esq., at The Wiley Law Group, PLLC as counsel. The Court appointed Scott Seidel as Trustee for the Debtor. HIGH TIMES: March 26 Plan Confirmation Hearing ---------------------------------------------- The Bankruptcy Court has conditionally approved the disclosure statement explaining High Times Corp.'s Chapter 11 plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on March 26, 2019 at 10:00 AM at the U.S. Bankruptcy Court, U.S. Post Office and Courthouse Building, 300 Recinto Sur, Courtroom No. 2, Second Floor, San Juan, Puerto Rico. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall be filed on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. About High Times Corp. High Times Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-04770) on August 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Enrique S. Lamoutte Inclan presides over the case. Alexis A. Betancourt Vincenty, Esq., at Lugo Mender Group LLC, is the Debtor's bankruptcy counsel. HIGH TIMES: Unsecured Creditors to Recoup 34% Dividend Under Plan ----------------------------------------------------------------- High Times Corp. filed a disclosure statement explaining its small business Chapter 11 plan. Class 3 General Unsecured Creditors are impaired. On the effective date of the plan, Class 3 claimants will receive from the debtors a non-negotiable, non-interest bearing promissory note, dated as of the Effective Date, providing for a total amount of $20,000 to be paid pro-rata to all allowed claimants under this class, which will be payable in consecutive monthly installments of $333.33 during a period of three years with a monthly pro-rata distribution among all allowed members of this Class 3 this on the basis of consecutive monthly installments providing for the payment of the fixed amount for the class. This dividend approximates a 34% of their allowed claims. Class 2.1 - Secured claim of CMIYA Investments Inc. are impaired. Total monthly payment $462.44 beginning Feb 1, 2019 and ending January 31, 2024. Total payoff amount is $27,747.00. This creditor filed POC No. 11. Two credit facilities encumber the same real property identified as RA-7 and Land No. 13343 on the Property Registry. The principal amount owed in these two credit facilities aggregates to $21,629.96. Class 2.2 - Secured claim of CMIYA Investments Inc. are impaired. Total monthly payment is $1,254.21 beginning February 1, 2019, and ending January 31, 2024. This creditor filed POC No. 11. One credit facility encumbers the same real property identified as RA-5 and Land No. 13339 on the Property Registry. The principal amount owed in this credit facility aggregates to $153,290.25. The Plan will be implemented as required under Section 1123(a)(5) of the Bankruptcy Code with the daily operations of the business and its resulting operating cash flows. The Debtor will retain property of the estate in order to operate its business and produce cash flow for the execution of the Plan. A full-text copy of the Disclosure Statement dated February 13, 2019, is available at https://tinyurl.com/yy2xb7xc from PacerMonitor.com at no charge. About High Times Corp. High Times Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-04770) on August 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Enrique S. Lamoutte Inclan presides over the case. Alexis A. Betancourt Vincenty, Esq., at Lugo Mender Group LLC, is the Debtor's bankruptcy counsel. IFRESH INC: KeyBank Loan Noncompliance Raises Going Concern Doubt ----------------------------------------------------------------- iFresh Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,802,309 on $31,304,066 of total net sales for the three months ended Dec. 31, 2018, compared to a net loss of $284,644 on $35,863,191 of total net sales for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $50,411,162, total liabilities of $48,198,701, and $2,212,461 in total stockholders' equity. Chief Executive Officer Long Deng and Chief Financial Officer Long Yi state, "The Company's principal liquidity needs are to meet its working capital requirements, operating expenses, and capital expenditure obligations. The Company's ability to fund these needs will depend on its future performance, which will be subject in part to general economic, competitive, and other factors beyond its control. In particular, the Company remains in noncompliance with the financial covenants of the KeyBank loan. These conditions continue to raise substantial doubt as to the Company's ability to remain a going concern." A copy of the Form 10-Q is available at: https://is.gd/EyziY4 iFresh Inc. through its wholly owned subsidiary, NYM, is a fast growing Asian/Chinese grocery supermarket chain in the North Eastern U.S. providing food and other merchandise hard to find in mainstream grocery stores. Since NYM was formed in 1995, it has targeted the Chinese and other Asian populations (collectively, the "Asian Americans") in the U.S. with a deep cultural understanding of its consumers' unique consumption habits. iFresh currently has nine (9) retail supermarkets across New York, Massachusetts and Florida, with over 6,920,500 sales transactions in the fiscal year ended March 31, 2018. ILPEA PARENT: S&P Affirms 'B' Long-Term Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings on Feb. 22 affirmed its 'B' long-term ratings on Ilpea Parent Inc. Ilpea's operating performance was stable in 2018, with adjusted EBITDA margins of about 14% and reported EBITDA of about EUR50 million. S&P said it still expects the company to progressively deleverage, although slower than previously. "We affirmed the 'B' rating because we expect Ilpea to report EBITDA of about EUR50 million in 2019, with adjusted debt to EBITDA slightly above 4x, and adjusted FFO to debt of about 14%," S&P said. "This is linked to, among other things, increasing supply volumes that are supported by the recent signing of new contracts." Furthermore, S&P expects Ilpea's termination of an interest rate swap contract in November 2018, signed to hedge U.S.-dollar-denominated debt, to provide EUR7 million of cash flows this year. "In our view, these factors should ensure adequate headroom for the covenant test on Oct. 31, 2019, which, among other things, requires a net leverage ratio of 4x," S&P said. "However, the ratings could come under pressure if Ilpea's results are weaker than in our base case, leading to very tight headroom under its financial covenants." S&P said it doesn't expect any exceptional items to support the company's cash flow generation in 2020, implying Ilpea would need to expand its business under potentially volatile market conditions, while the net debt covenant threshold will be contractually reduced to 3.5x. On a positive note, the company has diversified its production in recent years by following its top clients, such as appliance and auto producers, into several emerging markets. Ilpea has seen double-digit sales growth in Argentina, Mexico, Brazil, Turkey, and Morocco, where production costs are lower, and S&P considers it less dependent on sales in Italy, Spain, and Germany than before. "For 2019, we forecast Western Europe will represent about 33% of Ilpea's consolidated sales, followed by the U.S. at 32%. That said, the company's 2018 sales were hit by currency depreciations in several emerging markets, notably Turkey and Brazil. Given the global business climate, we expect foreign currencies to weaken further against the euro in 2019, affecting the company's consolidated revenues, which are euro-denominated," S&P said. S&P said it forecasts a 7% increase in revenue to EUR390 million-EUR400 million in 2019, linked to higher volumes, when taking into account potential currency depreciation." During 2018, the company's adjusted EBITDA margin was stable at about 14%, compared with 13.7% in 2017 (excluding a one-off insurance refund of EUR7.2 million). However, this is still below EBITDA margins of more than 15% in 2015 and 2016. The decline is because of changes in Ilpea's product mix to favor the lower-margin auto sector, which now accounts for about 40% of revenue. Furthermore, S&P believes that Ilpea has somewhat less negotiating power than its customers, which can define trading terms due to their dominant positions. Furthermore, the company's three largest customers account for about 50% of its revenue, which poses volume and margin risk in the event of particularly adverse market conditions. "Despite these weaknesses, we consider that Ilpea has long-term relationships with large consumer appliance manufacturers and original equipment manufacturers," S&P said. "Contract renewals so far this year provide some visibility on sales, although we understand that these agreements are not linked to minimum-volume purchases." More positively, the contracts are based on pass-through mechanisms for raw-material price movements and currency effects, which partly cover Ilpea's exposure to these variables although with a six-month time lag, according to S&P. "We understand that Ilpea will continue its investment program, with capital expenditure (capex) of about EUR15 million in 2019 and about EUR17 million in 2020, which is in line with 2018. Moreover, at the beginning of 2019, Ilpea acquired three plants for an estimated EUR5 million cash," S&P said. "We understand that the majority of capex is discretionary, so the company can postpone spending if market conditions worsen. Furthermore, we believe that there won't be any dividends. Given the relaxed debt maturity profile, S&P expects Ilpea to reduce the amount outstanding on the term loan B (TLB) and other committed facilities, for which it pays about EUR8 million annually. Although not a short-term concern, S&P notes that about EUR170 million of the TLB matures in March 2023. This could pose a risk if not addressed well in advance of the due date, according to S&P. The stable outlook reflects S&P's expectation that Ilpea could achieve a debt-to-EBITDA ratio nearing 4x, and FFO to debt of about 14% in 2019. The stable outlook is also on the basis that Ilpea will generate sufficient cash to ensure a healthy liquidity profile and adequate cushion under financial covenants, according to S&P. "With that said, we believe the company has limited financial flexibility, however, given covenant requirements of debt to EBITDA below 3.5x in 2020," S&P said. S&P said it could lower the ratings over the next six months in the event of unstable economic conditions that reduce EBITDA. "This could materialize, for example, through margin pressure from the company's clients, resulting in an EBITDA margin in the low teens. Under this scenario, we forecast debt to EBITDA would increase above 4x and FFO to debt would stay lower than 12%," S&P said. In addition, the narrowing of the company's liquidity and headroom under financial covenants would exert immediate rating pressure. This could happen if S&P believes Ilpea's cash FFO would be lower than the EUR30 million it currently forecasts for 2019 and 2020. Any cash dividends to shareholders could also mean negative rating pressure. Given the company's limited financial flexibility, huge maturity wall in 2023, and small size relative to rated peers in the capital goods sector, S&P sees an upgrade as unlikely. However, S&P could take a positive rating action if the company outperforms its base-case projections, with EBITDA margins improving sustainably to the 16%-18% range. A positive rating action would also require a management commitment to lower debt, and adequate liquidity over time. In such a scenario, adjusted FFO to debt would be sustainably above 20%, and free operating cash flow to debt well in excess of 15%. IMMUNE PHARMACEUTICALS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Immune Pharmaceuticals, Ltd. Hillel Street #24 Jerusalem Israel 94581 Business Description: Immune Pharmaceuticals, Ltd. -- www.immunepharma.com -- is a biopharmaceutical company developing novel therapeutic agents for the treatment of immunologic and inflammatory diseases. Immune's lead program, bertilimumab, is a first-in-class, human monoclonal antibody that targets eotaxin-1, a chemokine that plays a role in immune responses and attracts eosinophils to the site of inflammation. By blocking eotaxin-1, bertilimumab may prevent the migration and activation of eosinophils and other cells, thus blocking an important inflammatory pathway active in a variety of allergic and immune diseases. Bertilimumab has shown promising clinical activity in bullous pemphigoid and has been studied in other conditions including allergic rhinitis and ulcerative colitis, and may have application in other diseases, including atopic dermatitis, asthma, and other diseases. Immune is also developing NanoCyclo, a nano- encapsulated formulation of cyclosporin, which is in late stage preclinical development for atopic dermatitis and psoriasis. Chapter 11 Petition Date: February 22, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-13710 Debtor's Counsel: Morris S. Bauer, Esq. NORRIS McLAUGHLIN, P.A. 400 Crossing Boulevard, 8th Floor Bridgewater, NJ 08807 Tel: 908-252-4345 908-722-0700 E-mail: msbauer@nmmlaw.com msbauer@norris-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Anthony Fiorino, director. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/njb19-13710.pdf INTEGRATED VENTURES: Posts $529,000 Net Income in Dec. 31 Quarter ----------------------------------------------------------------- Integrated Ventures, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $528,776 on $87,470 of total revenues for the three months ended Dec. 31, 2018, compared to a net loss of $982,993 on $105,088 of total revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,522,095, total liabilities of $1,249,528, and $272,567 in total stockholders' equity. Integrated Ventures states, "The Company has reported recurring net losses since its inception and used net cash in operating activities of $355,680 in the six months ended December 31, 2018. As of December 31, 2018, the Company had an accumulated deficit of $12,641,382. These conditions raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/uSkvZA Integrated Ventures, Inc. engages in the digital currency mining operations. The Company manufactures equipment; and sells mining rigs, as well as develops blockchain software. The Company was formerly known as EMS Find, Inc. and changed its name to Integrated Ventures, Inc. in July 2017. Integrated Ventures, Inc. is based in Huntingdon Valley, Pennsylvania. INTERIOR COMMERCIAL: Allowed to Use Cash Collateral to Pay Salaries ------------------------------------------------------------------- The Hon. Charles Novack of the U.S. Bankruptcy Court for the Northern District of California has entered an order authorizing Commercial Installation, Inc. to use the cash collateral in which DLI Assets Bravo, LLC, Forward Financing, LLC, Kalamata Capital Group, NextWave Enterprises, TVT Capital, LLC, Everest Business Funding, and Yellowstone Capital West, LLC may have a security interest from the Petition Date until further order of the Court. According to the Order, (a) the use of cash collateral to pay salaries will be limited to $125,500 for post-petition salaries and payment of any pre-petition salaries will require a separate order; (b) no payments may be made for accounting and bookkeeping; (c) no payments may be made for consulting; and (d) no payments may be made for loan fees. The Identified Entities are granted a replacement lien in accounts receivable generated after the Petition Date, with such replacement liens to be in the same priority as existed on the Petition Date, and subject to the same defenses and infirmities that existed on the Petition Date A full-text copy of the Order is available at http://bankrupt.com/misc/canb18-42874-63.pdf About Interior Commercial Installation Interior Commercial Installation, Inc., offers commercial clients a wide variety of countertop surfaces, all the latest trends and traditional materials, colors, patterns, and finishes that meet their business needs. Among the materials available are Natural Stone, Caesarstone, Silestone, LG Hi-Macs, Icestone, Vetrazzo, LG Viaterra, Cambria, Dekton, Lapitec, Zodiaq by Dupont, and Corian by Dupont. The Company previously sought bankruptcy protection on Nov. 16, 2018 (Bankr. N.D. Calif. Case No. 18-42689). Interior Commercial Installation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-42874) on Dec. 7, 2018. In the petition signed by Jens C. Jensen, president, the Debtor disclosed $1,944,548 in total assets and $1,408,103 in total debt. The Hon. Charles Novack is the case judge. The Law Offices of David C. Johnston serves as counsel to the Debtor. INTERNATIONAL IRON: April 10 Evidentiary Hearing on Plan Outline ---------------------------------------------------------------- An evidentiary hearing on the disclosure statement explaining International Iron, LLC's plan of reorganization will be held on April 10, 2019 at 02:00 PM in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801. Objections to the proposed disclosure statement may be filed with the Court at any time before or at the hearing. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yynpvulu from PacerMonitor.com at no charge. About International Iron International Iron, LLC, an industrial equipment supplier in Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00724) on Feb. 2, 2019. At the time of the filing, the Debtor disclosed $1,922,795 in assets and $3,588,520 in liabilities. JAZPAL LLC: MBGC to Pay $10K Monthly Over Current Obligations ------------------------------------------------------------- Jazpal, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a first amended disclosure statement for its chapter 11 plan of reorganization. In this filing, the Debtor discloses that MBGC, LLC is current in its post-petition lease obligations, and the Debtor is current in its obligations to make post-petition adequate protection payments to BB&T, to maintain insurance, to pay property taxes, to pay United States Trustee fees and to file operating reports. The Bankruptcy Court has declined, upon motion of the Debtor, to extend protection to MBGC as to Thomas & Libovitz, and as a result the funding of the Debtor’s proposed reorganization may be impacted. The Plan will be funded by rent paid to the Debtor from MBGC, LLC. MBGC has, in consideration of the fact that its operation depends upon the continued existence of the Debtor, agreed to pay $10,000 per month over and above its current obligations. A copy of the First Amended Disclosure Statement is available at https://is.gd/FCr97N from Pacermonitor.com at no charge. About Jazpal LLC Jazpal, LLC, a single asset real estate, owns a commercial real property in Harford County Maryland known as 1827 Mountain Road, Joppa MD. The property consists of several lots and two leasehold interests. Jazpal, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-21681) on Sept. 4, 2018. At the time of the filing, the Debtor estimated assets and debt of $1 million to $10 million. Judge David E. Rice presides over the case. The Law Offices of David W. Cohen is the Debtor's counsel. JONES ENERGY: Q Global Capital Owns 9.1% of Class A Shares ---------------------------------------------------------- Q Global Capital Management, L.P., disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Feb. 20, 2019, it beneficially owns 473,671 shares of Class A common stock of Jones Energy, Inc., which represents 9.10 percent of the shares outstanding. The shares were purchased by Q Global Capital for and on behalf of Q5-R5 Trading, Ltd. pursuant to an Investment Management Agreement. Pursuant to that agreement, QGCM has sole voting and dispositive power over the shares and Q5 has no beneficial ownership of those shares. On Nov. 26, 2018, Jones Energy issued a Fundamental Change notice to holders of the Preferred Stock in conjunction with the delisting of the Common Stock from the New York Stock Exchange, giving those holders special rights to convert shares of Preferred Stock to Common Stock at a premium to the existing conversion rate. The Issuer has previously announced extensions of the special rights conversion end date, which was extended on Feb. 8, 2019 to March 8, 2019. Accordingly, the amount beneficially owned by the reporting person includes the 231,402 shares of Common Stock that are issuable to QGCM upon conversion of its 156,395 shares of the Preferred Stock. Upon the expiration of the special conversation rights, QGCM's 156,395 shares of Preferred Stock will be convertible into 133,467 shares of Common Stock. Pursuant to Rule 13d-3(d)(1)(i), the number of shares of the Common Stock deemed to be outstanding is 5,202,446, which is the sum of (1) 4,971,044 shares disclosed in the Issuer's Form 10-Q filed Nov. 2, 2018 and (2) such 231,402 shares in respect of shares of convertible Preferred Stock. A full-text copy of the regulatory filing is available for free at: https://is.gd/hpAES0 About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss attributable to common shareholders of $109.4 million in 2017, a net loss attributable to common shareholders of $45.22 million in 2016, and a net loss attributable to common shareholders of $2.38 million in 2015. As of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets, $1.24 billion in total liabilities, $93.45 million in series A preferred stock, and $449.3 million in total stockholders' equity. JONES ENERGY: Scott McCarty Quits as Director --------------------------------------------- Mr. Scott McCarty has resigned from the board of directors of Jones Energy, Inc. and all committees thereof, effective Feb. 20, 2019. Mr. McCarty was a member of the Nominating and Corporate Governance Committee. The Board accepted Mr. McCarty's resignation on Feb. 21, 2019. In connection with Mr. McCarty's resignation and pursuant to the bylaws of the Company, the Board voted to decrease the size of the Board from eight to seven members. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss attributable to common shareholders of $109.4 million in 2017, a net loss attributable to common shareholders of $45.22 million in 2016, and a net loss attributable to common shareholders of $2.38 million in 2015. As of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets, $1.24 billion in total liabilities, $93.45 million in series A preferred stock, and $449.3 million in total stockholders' equity. JOSEPH HEATH: $448K Sale of Reston Property to Woods Approved ------------------------------------------------------------- Judge Klinnette H. Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Joseph F. Heath's sale of the real property commonly known as 1632 Wainwright Drive, Reston, Virginia to Brittany Wood and Michael Wood for $448,000, pursuant to the Residential Sales Contract dated Jan. 6, 2019, with Addendums. The liens of Ocwen Loan Servicing, and the IRS will attach to the proceeds of the sale. The Debtor is authorized to distribute the proceeds as follows: a. the ordinary and necessary costs of closing and recordation; b. the real property taxes owed to the County of Fairfax, if any; c. the secured claims of Ocwen. The IRS will then receive the remaining proceeds directly from the settlement, less a reserve for payment of the U.S. Trustee's quarterly fees for the first quarter of 2019, in the amount of $4,875. The sale is free and clear of the Tax of the Tax Lien. The only interest of the U.S. Trustee in the property will be the Tax Lien identified, if any should exist. The 14-day stay under Rule 6004(h) is waived. Upon settlement, the Debtor will promptly prepare and file a Report of Sale detailing the distribution of the sale proceeds. About Joseph F. Heath Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett A. Brown, as counsel. On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended Plan. JTWW INC: Has Authority to Use Cash Collateral on Interim Basis --------------------------------------------------------------- The Hon. Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington has entered an Interim Order authorizing JTWW, Inc., to use cash collateral in the ordinary course of its business. The Interim Order prohibits payment to Insiders for compensation, as well as payment on any loans by Insiders. HomeStreet Bank is granted a postpetition security interest to extend to the Debtor's Bank accounts, cash on hand, and cash proceeds to secure any diminution in value of the cash collateral after the Petition Date up to the amount actually used, but no further. The Adequate Protection Lien would be valid and enforceable as of the Petition Date. In addition, an adequate protection payment to HomeStreet Bank in the amount of $2,000 is required by the end of February. A continued hearing is scheduled for Feb. 27, 2019 at 2:00 p.m. A full-text copy of the Order is available at http://bankrupt.com/misc/waeb19-00236-23.pdf About JTWW, Inc. JTWW, Inc. operates Wasabi Asian Bistro -- a restaurant located at 10208 N. Division St. Spokane, Washington. JTWW filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 19-00236), on Jan. 30, 2019. KING'S PEAK: New MBL Plan Incorporates Soliz Energy Settlement -------------------------------------------------------------- Senior secured creditor Macquarie Bank Limited filed a disclosure statement in support of its liquidating plan for Debtor King's Peak Energy, LLC, dated Nov. 27, 2018, as immaterially amended on Feb. 12, 2019. This amended plan incorporates the settlement agreement entered into by MBL, the Debtor, and Soliz Energy and Soliz. Under the terms of the Soliz Energy Settlement, Soliz Energy will receive payment of $75,000 in full settlement of the Soliz Energy Administrative/Lien Claims, Soliz waives any administrative or other Claims against Debtor and all parties grant mutual releases (the waiver of claims and the releases by Soliz Energy and Soliz of the Debtor and Estate and releases by the Debtor and Estate are conditioned upon approval of the settlement by the Court). As well, Soliz Energy and Soliz agree not to object to the Plan, Soliz has withdrawn his objection to the Disclosure Statement and neither Soliz Energy nor Soliz shall file any claim against any Person arising out of the Bankruptcy Case. As well, both Soliz Energy and Soliz are Releasing and Released Parties as defined in the Plan. Finally, as of the Confirmation Date, Soliz will be deemed to have withdrawn as manager of the Debtor and will have no further obligations or duties with respect to the Debtor or Reorganized Debtor. The terms of the Soliz Energy Settlement are incorporated into and ratified by the Plan. If the Approval Condition as defined in the Soliz Energy Settlement is not met: (a) Soliz Energy and Soliz, will retain the Soliz Energy Administrative/Lien Claims and the Soliz Admin Claims (as defined in the Soliz Energy Settlement) against the Debtor, the Estate and the Reorganized Debtor, with all other claims described therein as Soliz Energy and Soliz Released Claims being released; (b) Debtor, the Estate and the Reorganized Debtor shall retain all defenses and objections thereto; and (c) for all other purposes Soliz Energy and Soliz and the Soliz Releasing Parties as defined in the Soliz Energy Settlement will be Releasing Parties and Released Parties under the Plan. A copy of MBL's Disclosure Statement dated Feb. 12, 2019 is available at https://is.gd/Gmqdkn from Pacermonitor.com at no charge. About King's Peak Energy, LLC King's Peak Energy, LLC is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. King's Peak Energy, LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No.: 17-16046) on June 29, 2017, and is represented by Andrew D. Johnson, Esq., in Denver, Colorado. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated liabilities. The Chapter 11 petition was signed by Fred Soliz, manager/member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob17-16046.pdf KPH CONSTRUCTION: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------ KPH Construction, Corp., KPH Environmental, Corp. and KPH Construction Services, LLC seek authorization from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to use cash collateral in the ordinary course of their businesses. Based upon a preliminary review of the KPH Debtors' internal documents, two parties potentially have an interest in cash collateral: (i) BMO Harris Bank for its $2 million line of credit to KPH Construction, and (ii) Liberty Mutual for its $5.4 million indemnification claim. BMO holds mortgages on two commercial real estate properties owned by affiliates of the KPH Debtors, located at l estate located at 1237 W. Bruce St., Milwaukee, Wisconsin 53204 (Bruce Street Property) and 216 South 2nd Street, Milwaukee, Wisconsin 53204 (2nd Street Property). BMO also has assignments of two life insurance policies owned by Keith Harenda with The Ohio National Life Insurance Company and Northwestern Mutual with net cash values of $223,142 (as of May 2, 2018) and $33,640 (as of Dec. 1, 2018), respectively. The KPH Debtors submit that the value of BMO's Collateral is greater than its claim of $2 million. Moreover, the interest and other obligations owed BMO are current. While the Debtors granted certain liens to Liberty Mutual under the bond agreements several years ago, the KPH Debtors contend that Liberty Mutual does not have a secured interest in cash collateral because there is no collateral for its purported lien to attach and because any lien is voidable as a preference. The Debtors propose the following adequate protection: (a) Each KPH Debtor will grant BMO and Liberty Mutual replacements liens of the same priority to the same extent and in the same collateral as it had pre-petition. Neither can improve its collateral position. (b) The KPH Debtors will provide the following reports of their receipts and disbursements once a month consistent with the Debtors' monthly reporting requirements for chapter 11 debtors plus a list of accounts receivable by aging. (c) The KPH Debtors will continue to honor their prepetition leases for the Bruce Street Property, including payment of rents, utility charges, real estate taxes and insurance even if they accrued pre-petition. (d) The KPH Debtors will continue to make timely payments of interest only at the contract rate of approximately $10,000 per month to BMO. (e) The KPH Debtors will continue to comply with loan terms with BMO except as they conflict with the Bankruptcy Code and the order approving the use of cash collateral. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/wieb19-20939-9.pdf About KPH Construction Corp. Founded in 1999, KPH Construction, KPH Environmental and KHP Services are providers of commercial construction services. Triple H is a holding company. Keith P. Harenda is the sole member and manager of Triple H, and the sole shareholder and president of KPH Construction and KPH Environmental. Harenda is the manager of KPH Services. The companies collectively employ approximately 30 people in the operations of their construction business at projects throughout Wisconsin. KPH Construction Corp., based in Milwaukee, WI, filed a Chapter 11 petition (Bankr. E.D. Wis. Lead Case No. 19-20939) on Feb. 6, 2019. In the petition signed by Keith P. Harenda, president, debtor KPH Construction Corp. estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Beth E. Hanan oversees the case. Evan P. Schmit, Esq. at Kerkman & Dunn, serves as bankruptcy counsel. L R & T INC: Unsecured Creditors to Get $78 Monthly for 15 Years ---------------------------------------------------------------- L R & T, Inc., d/b/a Chattanooga Pinball, filed an amended disclosure statement explaining its small business Chapter 11 plan to modify the treatment of general unsecured claims. Class 3 - General Unsecured Class are impaired. Monthly payment $78.36 beginning April 8, 2019 and ending April 8, 2034. Total paid $14,105.19. Class 2 - Secured Claim of SmartBank are impaired with a total claim $284,993.88. Monthly payment of $1,1881 beginning on April 8, 2019 and ending on April 8, 2039. Secured Claim of SmartBank are impaired with a total claim $34,344.61. Monthly payment $227 beginning April 8, 2019 and ending on April 8, 2039. Secured claim of First Volunteer Bank are impaired with a total claim $15,990.63. Monthly payment $582.93 beginning April 8, 2019 and ending October 8, 2021. Payments and distributions under the Plan will be funded by the continued operation of the Debtor's business. A full-text copy of the Amended Disclosure Statement dated February 13, 2019, is available at https://tinyurl.com/y6q3ozum from PacerMonitor.com at no charge. About L R & T, Inc. L R & T, Inc., which conducts business under the name Chattanooga Pinball, is a retailer of arcade and pinball machines. It also restores and repairs games. Based in Chattanooga, Tennessee, L R & T, Inc., filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 18-11370) on March 29, 2018. In the petition signed by Bronica Levin and Rodney Levin, presidents, the Debtor disclosed $3.26 million in total assets and $437,775 in total liabilities. The case is assigned to Judge Shelley D. Rucker. W. Thomas Bible, Jr., Esq., at Tom Bible Law, is the Debtor's counsel. LATIN AMERICAN MUSIC: Peer International Bid for Sanctions Granted ------------------------------------------------------------------ In the case captioned J. WALTER THOMPSON PUERTO RICO, INC., Plaintiff, v. LATIN AMERICAN MUSIC COMPANY, INC., et al., Defendants, Civil No. 17-1094 (FAB) (D.P.R.), District Judge Francisco A. Besosa granted Peer International Corporation of Puerto Rico's motion for attorney's fees, costs and sanctions. The Court referred Peer International's motion to a magistrate judge for a Report and Recommendation (R&R) and the R&R is adopted in part and rejected in part. Walgreens Company commissioned J. Walter Thompson Puerto Rico to produce a marketing campaign for the 2016 Christmas season. Walter Thompson procured a license from music publisher Peer International to use "Llego la Navidad" by Raúl Balseiro ("the composition"). Peer International issued the license to Walter Thompson for a $5,500 fee. Id. After the marketing campaign aired throughout Puerto Rico, defendants Latin American Music Company, Inc. ("LAMCO") and ACEMLA de Puerto Rico, Inc. ("ACEMLA") informed Walgreens that they possessed exclusive rights to the composition. To resolve competing claims of ownership regarding "Llego la Navidad," Walter Thompson filed an interpleader complaint pursuant to Federal Rule of Civil Procedure 22. In addition to answering the interpleader complaint, LAMCO and ACEMLA set forth copyright infringement claims against Walter Thompson, Peer International, and Walgreens. Peer International moved for judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c). The doctrine of collateral estoppel compelled the Court to grant Peer International's motion for judgment on the pleadings. Because LAMCO and ACEMLA's copyright infringement claims are frivolous, the Court issued an Order to Show Cause pursuant to Federal Rule of Civil Procedure 11. Peer International moved for sanctions against LAMCO and ACEMLA pursuant to 28 U.S.C. section 1927. The Court referred Peer International's motion "for a report and recommendation on attorney's fees and sanctions." The Order to Show Cause, however, remained before the Court. The magistrate judge recommended that (1) LAMCO and ACEMLA pay $107,181 in attorney's fees, and (2) that the Court forgo the imposition of sanctions. Peer International does not object to the magistrate judge's recommendation concerning the award of attorney's fees. Consequently, the Court adopts the magistrate judge's recommendation that LAMCO and ACEMLA pay $107,181 in attorney's fees. (Peer International does object, however, to the magistrate judge's recommendations regarding sanctions. According to Peer International, the magistrate judge "issued recommendations regarding the Court's Order to Show Cause . . . under Federal Rule of Civil Procedure 11, . . . not regarding Peer's motion for sanctions under 28 U.S.C. section 1927." he Court agrees. The Order to Show Cause and the motion for sanctions are distinct. The Court invoked Rule 11. Peer International cited section 1927. The Court's referral for an R&R concerned Peer International's motion for sanctions, requiring the magistrate judge to analyze LAMCO and ACEMLA's actions pursuant to section 1927. The R&R, however, is devoid of any reference to section 1927. Accordingly, the R&R is clearly erroneous because the magistrate judge misapplied the law. The Court rejects the magistrate judge's R&R regarding the imposition of sanctions. The Court finds that sanctions against counsel are appropriate pursuant to Rule 11 and section 1927, in addition to the granting of attorneys' fees to Peer International by LAMCO and ACEMLA. The Court recognizes that mere ineptitude is beyond the purview of Rule 11 and section 1927. The claims raised by LAMCO and ACEMLA, however, are flagrant violations of Rule 11 and section 1927. The proposition that LAMCO and ACEMLA own "Llego la Navidad" is legally untenable. A cursory review of dispositive precedent reveals that LAMCO and ACEMLA are collaterally estopped from asserting ownership over the composition. Representations made by LAMCO and ACEMLA in bankruptcy proceedings compound the need for sanctions. LAMCO and ACEMLA filed for bankruptcy protection pursuant to Chapter 11 of the Bankruptcy Code, 11 U.S.C. sections 301, et seq. In asset schedules submitted to the bankruptcy court, the only property listed that LAMCO and ACEMLA claimed to own are their respective logos, each valued at $1. Absent from LAMCO and ACEMLA's asset schedule is "Llego la Navidad." In sum, LAMCO and ACEMLA own "Llego la Navidad" for purposes of seeking relief pursuant to the Copyright Act, but not for purposes of the bankruptcy proceeding. This inconsistency bolsters the Court's conclusion that this action is meritless. Relitigating issues already disposed of in prior actions needlessly consumes judicial resources. LAMCO and ACEMLA were keenly aware that they do not own "Llego la Navidad." The Court cannot impose sanctions on LAMCO and ACEMLA pursuant to section 1927, because this provision applies only to counsel and pro se litigants. Pursuant to Rule 11, the Court "may not impose a monetary sanction . . . against a represented party for violating Rule 11(b)(2)." The Court possesses the inherent power to award attorney's fees if a party has acted "in bad faith, vexatiously, wantonly, or for oppressive reasons." The magistrate judge already recommended, and the Court concurs, that LAMCO and ACEMLA must pay $107,181 in attorney's fees. Courts have repeatedly dismissed copyright infringement actions commenced by LAMCO and ACEMLA on collateral estoppel grounds. LAMCO and ACEMLA's pattern of asserting ownership over compositions they plainly do not own is troubling, vexatious, and an abuse of the judicial process. A copy of the Court's Opinion and Order dated Jan. 14, 2019 is available at https://bit.ly/2EcxrJF from Leagle.com. J. Walter Thomson, Plaintiff, represented by Patricia Rivera-MacMurray, Hernandez Mayoral Law Office. Acemla De Puerto Rico, Inc.,(ACEMLA), Defendant, represented by Jelka L. Duchesne, Puerto Rico Corporate Services & Robert Penchina, Ballard Spahr LLP, pro hac vice. Latin American Music Co.,Inc.(LAMCO), Defendant, represented by Jelka L. Duchesne , Puerto Rico Corporate Services, Kelly D. Talcott , The Talcott Law Firm PC, pro hac vice & Robert Penchina , Ballard Spahr LLP, pro hac vice. Peer International Corporation of Puerto Rico, Defendant, represented by Barry I. Slotnick , Loeb & Loeb LLP, pro hac vice, Frank D'Angelo , Loeb & Loeb LLP, pro hac vice & Katarina Stipec-Rubio, Adsuar Muniz Goyco Seda & Perez Ochoa PSC. Latin American Music Co.,Inc.(LAMCO), ThirdParty Plaintiff, represented by Jelka L. Duchesne, Puerto Rico Corporate Services, Kelly D. Talcott , The Talcott Law Firm PC, pro hac vice & Robert Penchina , Ballard Spahr LLP, pro hac vice. Latin American Music Co Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-02023) on March 24, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by JVictor Gratacos Diaz, Esq. at Gratacos Law Firm, PSC. LINTON VETERINARY: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Linton Veterinary Services, PLLC as of Feb. 22, according to a court docket. About Linton Veterinary Services Since 2013, Linton Veterinary Services, PLLC, d/b/a Mill Creek Animal Hospital, has been a veterinary clinic and provider of veterinarian services and goods. Linton Veterinary Services filed a voluntary Chapter 11 petition (Bankr. M.D. Tenn. Case No. 19-00278) on Jan. 17, 2019. In the petition signed its member, Ashley B. Manos, the Debtor disclosed assets of less than $50,000 and debt of less than $1 million. The case is assigned to Judge Randal S. Mashburn. The Debtor is represented by Niarhos & Waldron, PLC. LUVU BRANDS: Posts $199,000 Net Income in Dec. 31 Quarter --------------------------------------------------------- Luvu Brands, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $199,000 on $4,773,000 of net sales for the three months ended Dec. 31, 2018, compared to a net income of $149,000 on $4,635,000 of net sales for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $4,041,000, total liabilities of $5,989,000, and $1,948,000 in total stockholders' deficit. Chief Executive Officer Louis S. Friedman and Chief Financial Officer Ronald P. Scott state, "As of December 31, 2018, the Company has an accumulated deficit of approximately $8,798,000 and a working capital deficit of approximately $2,483,000. This raises substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/2NnCc7s Luvu Brands, Inc. designs, manufactures, and markets various wellness, lifestyle, and casual seating products worldwide. The Company was formerly known as Liberator, Inc. and changed its name to Luvu Brands, Inc. in November 2015. Luvu Brands, Inc., was founded in 2000 and is headquartered in Atlanta, Georgia. M&P COLLECTIONS: March 5 Auction of Substantially All Assets ------------------------------------------------------------ Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western District of Kentucky authorized the bidding procedures of M&P Collections, Inc. and F&M Law Firm, P.S.C. in connection with the sale of substantially all assets to Weber & Olcese, PLC for (i) $10,000 upon closing of the sale, (ii) a DIP loan credit bid for which the Debtors ask separate approval, (iv) a payment of up to $7,500 for specified wind-down costs, and (v) assumption certain liabilities of the Debtors, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 4, 2019 b. Initial Bid: Substantially the same as the one executed by the Stalking Horse Bidder c. Auction: If Debtors receive a competing bid more favorable than the APA, they will conduct the Auction on March 5, 2019 at 1:00 p.m. (ET) at the offices of Kaplan Johnson Abate & Bird, LLP, 710 W. Main Street, 4th Floor, Louisville, Kentucky 40202. d. Bid Increments: $10,000 e. Sale Hearing: March 12, 2019 at 9:00 a.m. (ET) f. Objection Deadline: March 11, 2019 No later than March 5, 2019, the Debtor will serve the Assumption Notice upon all Assumption Notice Parties. The Debtors shall, no later than 5:00 p.m. on Feb. 15, 2019, provide due diligence information to Lloyd & McDaniel as an interest bidder. The Assets are to be transferred free and clear of all Encumbrances other than the Assumed Liabilities. About M&P Collections M&P Collections, Inc.'s line of business includes collection and adjustment services on claims and other insurance related issues. Its affiliate, F&M Law Firm, P.S.C., is a debt collection agency in Louisville, Kentucky. M&P Collections was founded in 2005 as an employee owned back office collection support company for law firms. From its beginning, it provided collection support services to Morgan & Pottinger, P.S.C.,now known as Morgan Pottinger McGarvey. In August 2014, MPM assigned and transferred its retail collections practice to the newly formed Fenton Law. Since Fenton Law's inception, M&P has worked with it pursuant to a service agreement which provides that M&P will lease non-lawyer employees to Fenton Law as required for the operation of Fenton Law's collections law practice, that such employees would be employees of both M&P and Fenton Law, and that M&P would provide administrative and human resources services related thereto. The Debtor's operations are based out of leased premises located at 2700 Stanley Gault Parkway, Suite 130, Louisville, KY 40223. On Feb. 1, 2019, M&P Collections (Bankr. W.D. Ky. Case No. 19-30311) and F&M Law Firm (Bankr. W.D. Ky. Case No. 19-30312) sought Chapter 11 protection. Judge Alan C. Stout is assigned to the cases. M&P Collections estimated assets in the range of $100,000 to $500,000 and $1 million to $10 million in debt. F&M Law Firm estimated assets and liabilities in the range of $1 million to $10 million. The Debtors tapped Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP as counsel. M&P Collections' petition was signed by Steve Douglas, president and director. F&M Law Firm's petition was signed by Thomas Fenton, president and director. MAJOR EVENTS: Sale of Real Estate, Business Operation to Fund Plan ------------------------------------------------------------------ Major Events Group LLC filed a first amended disclosure statement explaining its plan of reorganization. Judge Eric L. Frank of the U.S. Bankruptcy Court for the District of Pennsylvania previously denied, without prejudice, the original disclosure statement explaining the plan of the Debtor, for failure to comply with the rules of court. Class 2. Secured Claim 6, Select Holding LLC. Class 2, Select Holdings LLC, is a secured claim with a mortgage on 1730 W. Indiana, St., Philadelphia, PA. The original balance on this note was due July 18, 2016; the principal balance was $45,000.00. Claim 6-1 was filed by Select Holdings LLC in the amount $89,734.67. Claim 6-1 shall be paid in full from the sale of 327 Walnut St.; the Debtor shall schedule a closing for the sale of this property by March 31, 2019. This Claim is impaired. CLASS 5. Secured Claim 7, Hard Money PA. Class 4, Hard Money PA is a secured claim with a mortgage on 327 Walnut St., Clifton heights, PA 19138. The original balance on the note is $55,000.00. The Debtor makes a $750.00 payment on this note each month; there are no arrears. The Debtor anticipates selling 327 Walnut Street as a means to fund this plan. The property is worth approximately $155,000.00 and the claim shall be paid at the closing for this property; the closing shall take place no later than March 31, 2019. The Debtor shall pay the $750.00 payment each month until closing; no additional fees are to be paid. This class is impaired. The Debtor's Plan will be funded by the continued sale of real estate and operation of the business. It is anticipated all sales and Plan payments shall occur within 24 months of the confirmation of the Plan. The Debtor shall due all acts necessary to conclude the Plan within 12 months; sales of real estate are subject to unforeseeable events and, in an abundance of caution, the Debtor sets forth a 24 month Plan. A full-text copy of the First Amended Disclosure Statement dated February 19, 2019, is available at https://tinyurl.com/yxzg72qs from PacerMonitor.com at no charge. About Major Events Group Major Events Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20, 2018. In the petition signed by Antoine Gardiner, president, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Eric L. Frank presides over the case. The Debtor tapped Michael P. Kutzer, Esq., as its legal counsel. MDMT CONSULTING: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of MDMT Consulting, Inc. as of Feb. 22, according to a court docket. About MDMT Consulting Inc. MDMT Consulting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-70402) on January 16, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Louis A. Scarcella. The Debtor tapped Richard S. Feinsilver, Esq., as its bankruptcy attorney. MIDWAY OILFIELD: Proposed PPL Auction of Excess Equipment Approved ------------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Midway Oilfield Constructors, Inc.'s sale of excess equipment through PPL Group, LLC on the terms provided in the modified Auction Agreement. The Subject Goods to be sold are described in Exhibits A. The secured creditors with a valid security interest and liens against the Subject Goods may, but are not required, to credit bid to purchase their equipment collateral for prices up to the amounts of their secured debts, including any cross collateralized debts. Within 10 days of the entry of the Order, the Debtor will provide Secured Creditors with the location of the Subject Goods and the Debtor will make the Subject Goods available for inspection by the Secured Creditors upon five days-written notice to the counsel for the Debtor. The Auction will be without reserve, save and except that the minimum bid for Subject Goods subject to perfected security interests held by Secured Creditors will be an amount equal to (a) the indebtedness owed to each relevant Secured Creditor which holds a perfected security interest in such Subject Goods, including any cross-collateralized amounts, or (b) such other amount to be determined by each Secured Creditor, in its sole discretion, whichever is less. The Secured Creditors who wish to credit bid to purchase their equipment collateral may do so prior to the auction by providing written notice to the counsel for the Debtor and the Official Committee of Unsecured Creditors, as well as to the Auctioneer no later than March 1, 2019. The written notice must state the dollar amount(s) of such Secured Creditor's credit bid(s) with respect to each of the relevant Subject Goods on which it proposes to credit bid. If a Secured Creditor's credit bid is the highest bid, then the Secured Creditor may take possession of its equipment collateral immediately after the conclusion of the Auction, and the Secured Creditor will receive such Subject Good(s) free of any claims by the Debtor, with no obligation to account to the Debtor for any surplus or deficiency following the Secured Lender's remarketing and resale of such Subject Good(s). The Secured Creditors whose credit bid is the highest bid will take possession of the relevant Subject Good(s) subject to ad valorem tax liens and will pay the 2017-2019 property taxes assessed on the Subject Good(s) that they purchase in accordance with the provisions of the Order dealing with ad valorem tax debt attributable to the Subject Goods sold at Auction. The Secured Creditors' obligation to pay 2017-2019 property taxes on the Subject Good(s) that they purchase in accordance with the provisions of this Order is subject to their right, to the extent such exists, to investigate and object to any such tax lien. In the Debtor's sole discretion, but subject to not less than 10 days' written notice to counsel for GemCap Lending I, LLC and the Committee and any party with a valid secured lien in assets to be sold, the assets described in Exhibits B and C, may be included for sale in the Auction, and if sold at Auction will constitute Subject Goods. The ad valorem tax debt attributable to the Subject Goods for tax years2017 and 2018, along with estimated 2019 tax liability, will attach to the sale proceeds of the Subject Goods sold at Auction. After the collection of all gross proceeds from the sale of the Subject Goods by Auctioneer as described in the Auction Agreement, but in no case not later than 30 days after the Auction, the Auctioneer will remit the Net Auction Proceeds from the sale of the Subject Goods to (i) first to GemCap in the amount equal to the Net Auction Proceeds attributable to the sale of any Subject Goods in which GemCap was granted a first priority security interest and lien pursuant to the First Amended DIP Financing Order, less the ad valorem taxes attributable to GemCap's such Subject Goods; (ii) next the balance of the Net Auction Sale Proceeds to the Debtor's counsel's IOLTA account by cashier's check or wire transfer. The sale will be free and clear of any and all liens, claims, encumbrances, and other interests, with any and all such liens, claims, encumbrances and other interests attaching to the Net Proceeds of the sale. Within 30 days of the Debtor's counsel's receipt of the Net Auction Proceeds, the Debtor's counsel will prepare and file with the Court a proposed distribution of the balance of the Net Auction Proceeds to Secured Creditors, including ad valorem taxing authorities and GemCap (to the extent that it is still owed any amounts after all credits and adjustments), with notice and an opportunity to object. If no objection is filed within 14 days of filing, the Debtor will pay pursuant to the proposed distribution. The sale of the Subject Goods is "as is, where is" and the Debtor assumes no liability as a result of the sale. The Order is a final order and is enforceable upon entry by the Clerk of the Court. To the extent necessary under the Federal Rules of Bankruptcy Procedure 5003, 9014, 9021 and 9002, the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth, and the stay of Federal Rules of Bankruptcy Procedure Rules 6004(h) is hereby waived, modified and will not apply to the sale of the Subject Goods and the Debtor is authorized to take all actions and enter into all transactions authorized by the Order immediately. A copy of Exhibits A, B, and C attached to the Order is available for free at: http://bankrupt.com/misc/Midway_Oilfield_235_Order.pdf About Midway Oilfield Constructors Midway Oilfield Constructors, Inc., provides construction services to the upstream, midstream, and downstream sectors of the oil and gas industry. Based out of Midway, Texas, Midway provides services across the State of Texas and Oklahoma. On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 18-34567). The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. Judge Marvin Isgur is the case judge. The Debtor tapped Hoover Slovacek LLP as its legal counsel. Hrdlicka White Williams & Aughtry, is the special tax counsel. The Office of the U.S. Trustee on Nov. 14, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The committee members are: (1) Buffalo Gap Instrumentation & Electric Co. Inc.; (2) Sun Coast Resources, Inc.; and (3) Baldwin Redi-Mix Co., Inc. MOBILITY SALES: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Mobility Sales of Saginaw LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral in the ordinary course of its business. The Debtor says it has an immediate need to use the cash collateral of Spirit of Texas Bank, SSB -- the Debtor's secured creditor claiming liens on its personal property including cash. The Debtor intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate additional income and to propose a plan in this case. According to the proposed One-Month Budget, the Debtor is expected to expend approximately $23,088 in cash collateral. The Debtor contends that it can adequately protect the interests of Spirit of Texas Bank as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Spirit of Texas Bank with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb19-40276-13.pdf About Mobility Sales Mobility Sales of Saginaw LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-40276), on Jan. 23, 2019. In the petition signed by its manager, James Altiery, the Debtor disclosed both assets and debts of less than $500,000. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's counsel. MODERN MEDIA: Needs More Capital to Continue as Going Concern ------------------------------------------------------------- Modern Media Acquisition Corp. filed its quarterly report on Form 10-Q, disclosing a net income of $660,255 on $0 of revenue for the three months ended Dec. 31, 2018, compared to a net income of $126,944 on $0 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $212,505,499, total liabilities of $8,283,563, and $5,000,002 in total stockholders' equity. As of December 31, 2018, the Company had approximately $298,000 in its operating bank account, approximately $3,126,000 of interest available to pay its franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses) and working capital of approximately $111,000. The Company states, "Until the consummation of a Business Combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. "If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. "In order to finance transaction costs in connection with an intended initial business combination, (i) our sponsor has committed to loan us up to an aggregate of $500,000, to be provided to us in the event that funds held outside of the trust account are insufficient to fund our expenses relating to investigating and selecting a target business and other working capital requirements prior to our initial business combination and (ii) our sponsor, one or more affiliates of our sponsor or certain of our officers or directors may, but are not obligated to, loan us any additional funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay any such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into working capital loan warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The working capital loan warrants will be identical to the private placement warrants issued to our sponsor, including as to exercise price, exercisability and exercise period except that, (i) such warrants would not be exercisable more than five years from the closing date of the Initial Public Offering and (ii) pursuant to FINRA Rule 5110(g)(1), such warrants, and the shares of common stock issuable upon exercise of such warrants, shall be subject to certain additional restrictions on transfer. Other than as set forth above, the terms of such loans by our sponsor, an affiliate of our sponsor or certain of our officers or directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, an affiliate of our sponsor or certain of our officers or directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. "If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through the Combination Deadline, which is currently scheduled for June 17, 2019." A copy of the Form 10-Q is available at: https://is.gd/vgdOiu Modern Media Acquisition Corp. does not have significant operations. It intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business combination with one or more businesses. The Company was founded in 2014 and is based in Atlanta, Georgia. Modern Media Acquisition Corp. is a subsidiary of Modern Media Sponsor, LLC. MOHAJER12 CORP: Cash Use Allowed to Pay Medical Insurance Premium ----------------------------------------------------------------- The Hon. Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Mohajer12 Corp to use cash collateral to pay the monthly medical insurance premium covering Debtor's principal, Abdullah Muhammed, and his immediate family. The Debtor is authorized to use cash collateral for this purpose for a period of four months, with the authorization expiring on May 31, 2019. The Debtor will maintain the health insurance coverage specified above and in a form and amount set forth in the Budget. The Debtor's authority to use cash collateral as provided herein will terminate upon the earlier of (i) the appointment of a Chapter 11 Trustee in Debtor's case, (ii) the conversion of Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, or (iii) May 31, 2019. In addition, the Debtor may not pay any amounts to any insider, principal or affiliate absent further Order of the Court. The Debtor will provide copies of bank statements for the debtor-in-possession account to PNC upon request. The Debtor will remit all remaining cash collateral, which includes but is not limited to rents received and fees/commissions from ATM(s) located within Debtor's convenience store locations, on a monthly basis to PNC Bank on or before the 15th day of each month. The Debtor is directed to timely remit these funds at any local PNC Bank branch location and will reference the account number provided to Debtor by PNC Bank. A full-text copy of the Order is available at http://bankrupt.com/misc/alsb18-02674-99.pdf About Mohajer12 Corp. Mohajer12 Corp. filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 18-02674) on July 3, 2018. Barry A. Friedman, Esq., of Friedman, Poole & Friedman, P.C., serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MONTGOMERY SERVICES: Palm Beaches Unsecureds to Get $20K Under Plan ------------------------------------------------------------------- Montgomery Services, Inc., dba Mammoth Restoration of the Palm Beaches, and Mammoth Restoration of Florida, d/b/a Mammoth Restoration & Construction, filed a Joint Disclosure Statement. Class 3: General unsecured claimants of Mammoth of Florida will share in a pro rata Distribution up to the Allowed amount of their respective claims to be paid within thirty (30) days of the Initial Payment Date from the sale of all of Mammoth of Florida's assets less the amounts paid to holders of Allowed Administrative Claims, Priority Tax Claims, and the holder of Allowed Claims in Class Class 4: General unsecured claimants of Mammoth of Palm Beaches will share in a total distribution of $20,000.00 pro rata. Eight quarterly payments of $2,500 will be distributed pro rata, commencing on the first of the 13th month following the Initial Payment Date, with quarterly payments to continue until month 30, until the aggregate amount of $20,000 is paid. Class 1: Seacoast Bank will be paid $60,000 as a secured claim from Mammoth of Palm Beach, payable in 60 monthly installments of $1,000 each. The initial payment will be made February 15, 2019 and will be paid on the 15th of each successive month until the Settled Claim Amount is paid. Class 2: Chase Bank will be paid the Secured Class 2 Amount over a period of 30 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $216.19 The Plan will be funded primarily by Mammoth of Palm Beaches' operating revenue and any additional Cash held by the Debtors as of the date of the Confirmation Hearing. A full-text copy of the Disclosure Statement dated February 13, 2019, is available at https://tinyurl.com/y6kj2bdq from PacerMonitor.com at no charge. About Montgomery Services Montgomery Services, Inc., dba Mammoth Restoration of the Palm Beaches, is a leader in Pennsylvania repair and restoration. Montgomery Services filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-15699) on May 11, 2018. In the petition signed by its president, Nathan M Smith, the Debtor disclosed under $500,000 both in assets and liabilities. Aaron A. Wernick, Esq., at Furr & Cohen, is the Debtor's counsel. MYSTERY ROOM: U.S. Trustee Forms 4-Member Committee --------------------------------------------------- The U.S. Trustee for Region 21 on Feb. 21 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Mystery Room, LLC. The committee members are: (1) Christiana Uy PREIT Services, LLC Director, Legal & Paralegal 200 S. Broad Street, Suite 300 Philadelphia, PA 19102 Tel: (215) 454-1249 Fax: (215) 546-8543 Email: uyc@preit.com (2) Julie (Minnick) Bowden Brookfield Properties National Bankruptcy Director Legal Retail - Chicago Office 350 N Orleans St. Suite 300 Chicago, IL 60654 Tel: (312) 960-2707 Mobile: (312) 213-9545 Email: julie.bowden@brookfieldpropertiesretail.com (3) Stephen E. Ifeduba, Esq. Vice President, Corporate & Litigation Washington Prime Group 180 East Broad Street Columbus, Ohio 43215 Tel: (614) 887-5625 Fax: (614) 621-8863 Email: Stephen.ifeduba@washingtonprime.com (4) Tony Alber A.F.Alber General Contractor, Inc. Tel: (267) 578-8651 Mobile: (267) 372-2586 P.O. Box 125 Hilltown, PA 18927 Tel: (215) 249-4885 Fax: (215) 249-1353 Email: office@afalber.com 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. About Mystery Room LLC Mystery Room, LLC is the creator of the Mystery Room, a strategy-based room escape game. Mystery Room is an interactive, immersive problem-solving or mystery attraction wherein participants are locked in a room and have 45 minutes to complete a puzzle or escape. It can be found in 48 malls across the United States. Mystery Room sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-69404) on November 16, 2018. In the petition signed by John Reichel Jr., manager, the Debtor disclosed $424,861 in assets and $1,635,174 in liabilities. The case has been assigned to Judge Wendy L. Hagenau. The Debtor tapped Robl Law Group, LLC as its legal counsel. NASROLLAH GASHTILI: $1.4M Sale of Calabasas Property to Cheng OK'd ------------------------------------------------------------------ Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California authorized Nasrollah Gashtili's sale of the single-family residential real property located at 23311 Park Soldi, Calabasas, California to Cheng Family Foundation for $1,384,615. A hearing on the Motion was held on Feb. 7, 2019 at 2:00 p.m. The Motion as modified by the agreement between Debtor and Vitavet Labs, Inc. is approved. The overbid procedures set forth in the Motion are approved. The Escrow is authorized and instructed to pay the following claims directly from the sale proceeds deposited into Escrow: 1. All sums due and owing pursuant to a promissory note secured by a first deed of trust in favor of Specialized Loan Servicing with an original principal balance of $860,000. 2. All sums due and owing pursuant to a promissory note secured by a second deed of trust in favor of Abra Management, Inc. with an original principal balance of $360,000. 3. A judgment lien in favor of First National Bank of Omaha Judgment Lien with a balance due of approximately $20,771. 4. All outstanding pre and post-petition homeowners dues owed by the Debtor to the Homeowners Association. 5. All outstanding, property taxes which were due and owing by the Debtor prior to the close of Escrow. 6. Commissions due and owing the Keller Williams and Douglas Huberman. 7. One-Half of fees and costs owed to Escrow in connection with the sale of the Park Soldi Property. 8. A Homestead exemption to Debtor in the amount of $100,000. In addition to the payments set forth, the Escrow will disburse and pay to Vitavet the sum of $90,000. If there are insufficient funds remaining after payment of the items set forth, the Debtor's homestead exemption will be reduced by a sufficient amount to pay Vitavet the sum of $90,000. The closing date of the sale to the Cheng Family Foundation will be Feb 28, 2019. If the sale to the Cheng Family Foundation does not close by 5:00 p.m. on Feb. 28, 2019, or for any reason other than the fault of the Debtor, the Debtor may retain the entire deposit amount submitted by the Cheng Family Foundation without recourse by such bidder. The deposit will be held by Debtor pending further order of the Court. Other than the liens, judgments and encumbrances set forth, the sale of the Park Soldi Property is free and clear of liens, claims and interests. The 14-day stay period set forth in Federal Rule of Bankruptcy Procedure 6004(h) is waived. Nasrollah Gashtili sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-10715) on March 20, 2018. The Debtor tapped Andrew Goodman, Esq., at Goodman Law Offices, APC, as counsel. Counsel for the Debtor: Andrew Goodman, Esq. GOODMAN LAW OFFICES, APC 6345 Balboa Boulevard, Suite I-300 Encino, CA 91316-1523 Telephone: (818) 827-5169 Facsimile: (818) 975-5256 E-mail: agoodman@andyglaw.com NEIGHBORS LEGACY: March 22 Plan Confirmation Hearing ---------------------------------------------------- The Bankruptcy Court finds that the Disclosure Statement explaining the Chapter 11 plan of Neighbors Legacy Holdings, Inc., et al., contains adequate information and is conditionally approved. A Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan will be held on March 22, 2019, at 9:30 a.m. (Prevailing Central Time). The Plan Voting Deadline and Deadline to object to the final approval of the Disclosure Statement and confirmation of the Plan is March 20, 2019, at 5:00 p.m. (Prevailing Central Time). Class 4: General Unsecured Claims are impaired. Pro Rata share of the Unsecured Creditor Trust Interests. For the sake of clarify, the Holder of the Prepetition Deficiency Claim shall receive its Pro Rata share of the Unsecured Creditor Trust Interests; provided, however, the Distributions on account of such interest shall be limited as follows: (i) Prepetition Deficiency Claim will not receive any recovery from the first $1,000,000 of Distributions from the Unsecured Creditor Trust Cash; (ii) Prepetition Deficiency Claim will receive the entire amount of the first $125,000 of Distributions after the first $1,000,000 of Distributions from the Unsecured Creditor Trust Cash; and (iii) Prepetition Deficiency Claim will share Pro Rata with other General Unsecured Claims on any Distributions from the Unsecured Creditor Trust Cash over $1,125,000. Class 2: Other Secured Claims are impaired. Each such Holder shall receive either (i) Cash from the Liquidating Trust Cash in an amount equal to the proceeds of the collateral securing such Holder’s Allowed Other Secured Claim after satisfaction in full of all superior liens up to the Allowed Amount of the Allowed Other Secured Claim; or (ii) to the extent the amount of an Allowed Other Secured Claim is greater than the value of the collateral securing such Allowed Other Secured Claim and there are no Liens on such collateral senior to the Lien held by or for the benefit of the Holder of such Allowed Other Secured Claim. Class 3: Prepetition Secured Loan Claims are impaired Each Holder of a Prepetition Secured Loan Claim shall receive all Available Cash, plus the proceeds of the Remaining Prepetition Collateral up to the amount of the Prepetition Loan Claim outstanding after all payments made pursuant to the Final DIP Order. For the avoidance of doubt, Holders of Class 3 Prepetition Secured Loan Claims shall not be entitled to any claim or recovery against the Unsecured Creditor Trust, the Unsecured Creditor Trust Assets or the Unsecured Creditor Trust Cash. Class 5: Section 510(b) Claims are impaired. Class 5 Section 510(b) Claims, including all Series LLC Claims, shall be subordinated to General Unsecured Claims pursuant to section 510(b) of the Bankruptcy Code. Each holder of a Class 5 Section 510(b) Claim shall receive it Pro Rata share of the Unsecured Creditor Trust Cash, if any, after all Claims in Class 4 have been satisfied in full. Class 6: Intercompany Claims are impaired. Class 6 Intercompany Claims shall be cancelled and discharged, with the Holders of such Class 6 Intercompany Claims receiving no Distribution on account of such Intercompany Claims. Class 7: Intercompany Interests are impaired. Class 7 Intercompany Interests shall be cancelled and discharged, with the Holders of such Class 7 Intercompany Interests receiving no Distribution on account of such Intercompany Interests. Class 8: Neighbors Equity Interests are impaired. Class 8 Neighbors Equity Interests shall be cancelled and discharged, with the Holders of such Class 8 Neighbors Equity Interests receiving no Distribution on account of such Neighbors Equity Interests. To address their working capital needs and fund their chapter 11 efforts, the Debtors required the use of cash that is subject to liens (the “Cash Collateral”) granted in favor of the Prepetition Agent under the DIP Credit Agreement. The Debtors requested authority to continue to use the Cash Collateral in the ordinary course of business subject to certain restrictions. On July 13, 2018, at Docket No. 39, the Bankruptcy Court entered an order approving the Debtors’ Cash Collateral motion on an interim basis. On August 8, 2018, at Docket No. 193, the Bankruptcy Court entered an order granting the Debtors authority to use Cash Collateral on a final basis. A full-text copy of the Disclosure Statement dated February 19, 2019, is available at: http://bankrupt.com/misc/txsb19-1833836-766.pdf About Neighbors Legacy Holdings Neighbors Legacy Holdings -- http://www.neighborshealth.com/-- and its subsidiaries currently operate 22 freestanding emergency centers throughout the State of Texas, including in the greater Houston area, South Texas, El Paso, the Golden Triangle, the Panhandle, and the Permian B sin. The Emergency Centers are designed to offer an attractive alternative to traditional hospital emergency rooms by reducing wait times, providing better working conditions for physicians and staff, and giving patient care the highest possible priority. The Debtors were founded in Houston in 2008 by nine emergency room physicians. EDMG, LLC, Neighbors Legacy Holdings and several affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-33836) on July 12, 2018. In the petition signed by Chad J. Shandler, its chief restructuring officer, the Debtor disclosed less than $50,000 in assets and less than $50,000 in liabilities. Shandler is with CohnReznick LLP. Judge Marvin Isgur presides over the cases. John F Higgins, IV, Esq., at Porter Hedges LLP, serves as counsel to the Debtors. They hired Houlihan Lokey Capital, Inc., as investment bankers. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on July 23, 2018. The committee has hired Cole Schotz P.C. as its legal counsel. NEONODE INC: Chief Financial Officer Lars Lindqvist Resigns ----------------------------------------------------------- Lars Lindqvist has notified Neonode, Inc.'s Board of Directors of his decision to resign by mid-2019 from his positions as chief financial officer, vice president, finance and secretary of the Company. In connection with his resignation, Mr. Lindqvist and members of the Board anticipate that he will join the Board at a future date. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops, manufactures and sells advanced sensor modules based on the company's proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. To date, Neonode's technology has been deployed in approximately 62 million products, including 3 million cars and 59 million consumer devices. The company is headquartered in Stockholm, Sweden and was established in 2001. Neonode reported a net loss attributable to the Company of $4.70 million in 2017, a net loss attributable to the Company of $5.29 million in 2016 and a net loss attributable to the Company of $7.82 million in 2015. As of Sept. 30, 2018, Neonode had $9.66 million in total assets, $3.63 million in total liabilities and $6.03 million in total stockholders' equity. The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of approximately $0.8 million and $2.5 million and $1.1 million and $3.0 million for the three and nine months ended Sept. 30, 2018 and 2017, respectively, and had an accumulated deficit of approximately $184.6 million and $183.7 million as of Sept. 30, 2018 and Dec. 31, 2017, respectively. In addition, operating activities used cash of approximately $2.3 million and $4.7 million for the nine months ended Sept. 30, 2018 and 2017, respectively. "We expect our revenues from license fees, non-recurring engineering fees and embedded sensor module sales will enable us to reduce our operating losses going forward. In addition, we have improved the overall cost efficiency of our operations, as a result of the transition from providing our customers a full custom design solution to providing standardized sensor modules which require limited custom design work. We intend to continue to implement various measures to improve our operational efficiencies. No assurances can be given that management will be successful in meeting its revenue targets and reducing its operating loss," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. NORDAM GROUP: Seeks to Extend Exclusive Filing Period to April 15 ----------------------------------------------------------------- The NORDAM Group, Inc. asked the U.S. Bankruptcy Court for the District of Delaware to extend the period during which the company and its affiliates have the exclusive right to file a Chapter 11 plan through April 15, and to solicit acceptances for the plan through June 17. The companies' current exclusive filing period expired on Feb. 18. The extension, if granted by the court, would give the companies more time to complete their restructuring. Since the last extension of their exclusive periods to file and solicit a plan, the companies have made substantial progress towards emerging from bankruptcy protection. Specifically, the companies have engaged J.P. Morgan Chase Bank, N.A. as arranger to secure and syndicate as much as $240 million of exit financing and are now in the final stages of their process to raise additional equity to facilitate transactions contemplated under their proposed reorganization plan, according to court filings. About The Nordam Group Founded in 1969 on family values with multiple, strategically located operations and customer support facilities around the world, Tulsa-based NORDAM is a leading independently owned aerospace company. The firm designs, certifies and manufactures integrated propulsion systems, nacelles and thrust reversers for business jets; builds composite aircraft structures, interior shells, custom cabinetry and radomes; and manufactures aircraft transparencies, such as cabin windows, wing-tip lens assemblies and flight deck windows. NORDAM also is a major third-party provider of maintenance, repair and overhaul services to the military, commercial airline and air freight markets. The NORDAM Group, Inc., and certain of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11699) on July 22, 2018. In the petition signed by CRO John C. DiDonato, The NORDAM Group estimated assets of $500 million to $1 billion and liabilities of $100 million to $500 million. The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as counsel; Huron Consulting, LLC, as financial advisor; Guggenheim Securities, LLC, as investment banker; and Epiq Corporate Restructuring, LLC, as the claims and noticing agent. NORTHBELT LLC: Seeks Authority to Use Wilmington Cash Collateral ---------------------------------------------------------------- Northbelt, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to use cash collateral in the ordinary course of its business. The Debtor intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate income and to propose a plan in this case. The Debtor intends to use cash collateral to pay its ongoing operating expenses and in order to allow the Debtor to maintain its operations in Chapter 11, as well as, payment of adequate protection payments to its Secured Lender. The Debtor claims it has an immediate need to use the cash collateral of Wilmington Trust, N.A. -- secured lender claiming liens on Debtor's real and personal property including rents from the leasing of space in the Debtor's building. The Debtor submits it can adequately protect the interests of Wilmington by providing Wilmington with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txsb19-30388-9.pdf About Northbelt, LLC Northbelt, LLC, operates real property and building located at 333 Sam Houston Parkway, Houston, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-30388), on Jan. 28, 2019. In the petition signed by Donald Testa, member, the Debtor estimated $10 million to $50 million in assets and liabilities of the same range. The case is assigned to Judge Eduardo V. Rodriguez. Joyce Williams Lindauer, Esq. of Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. NOVUM PHARMA: Has Interim Approval to Use Cash Collateral --------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Novum Pharma, LLC to use cash collateral, subject to the terms of the Interim Order. The final hearing will be held on March 6, 2019 at 11:00 a.m. Eastern Time. Objections are due no later than Feb. 27, 2019. Novum is authorized to use cash collateral in accordance with the 13-week Budget for the period from the Petitition Date through the date which is the earlier of: (i) the expiration of the Remedies Notice Period, (ii) the date that is 45 days from the Petition Date if the Court has not entered the Final Order on or before such date, and (iii) the date the is six months after the Petition Date. Pursuant to the Interim Order, cash collateral may be used to: (i) finance its working capital needs and for any other general corporate purposes; and (ii) pay related transaction costs, fees, liabilities and expenses (including fees and expenses) and other administration costs incurred in connection with and for the benefit of the Chapter 11 Case, in each case solely to the extent consistent with the 13-Week Budget. Novum and RGP Pharmacap, LLC, together with RGP Finance LLC, are party to that certain Loan Agreement. As of the Petition Date, Novum was indebted to RGP Pharmacap in the aggregate principal amount of $15 million. In connection with the Loan Agreement, the Novum entered into that certain Security Agreement, pursuant to which the Prepetition Obligations are secured by valid, binding, perfected first-security interest in and liens on the collateral, including substantially all of the Novum's assets, including cash collateral. To the extent of any diminution in value of its interest in the Prepetition Collateral from and after the Petition Date, RGP Pharmacap is granted: (a) An additional and replacement, continuing, valid, binding, enforceable, non-avoidable and automatically perfected postpetition security interests in and liens on all of the Novum's presently owned or hereafter acquired property and assets, whether such property and assets were acquired by Novum before or after the Petition Date. (b) An allowed superpriority administrative expense claim pursuant to Sections 503(b), 507(a) and 507(b) of the Bankruptcy Code, which claim will be an allowed claim against the Debtor, with priority over any and all administrative expenses and all other claims against the Debtor now existing or hereafter arising. The 507(b) Claim will be payable from and have recourse to all prepetition and postpetition property of the Debtor and the proceeds thereod, subject to relative priorities. (c) Novum is directed to pay all reasonable and documented prepetition and postpetition fees and expenses of counsel to RGP Pharmacap. (d) Novum will provide RGP Pharmacap (i) every 4 weeks following entry of the Interim Order, an updated 13-Week Budget for the subsequent 13-week period, and (ii) every week from entry of Interim Order, a budget variance report/reconciliation setting forth, in reasonable detail, actual cash receipts and disbursements for the prior week and all variances, on an individual line item basis and aggregate basis, as compared to the previously delivered 13-week budget. (e) Novum will permit representatives, agents and employees of RGP Pharmacap to have reasonable access to (i) inspect the Debtor's properties, (ii) examine the Debtor's books and records, and (iii) discuss the Debtor's affairs, finances and condition with the Debtor's senior management and financial and legal advisors, including regularly scheduled meetings as mutually agreed with senior management of the Debtor, and RGP Pharmacap will be provided with reasonable access to the information it will reasonably request. The occurrence and continuance of any of the following events will constitute an event of default: (a) the failure by the Debtor to obtain a Final Order within 45 days after the Petition Date; (b) the Debtor will have (i) filed a motion seeking to create, or (ii) created, incurred or suffered to exist, any postpetition liens or security interests, other than those granted or permitted pursuant to the Interim Order without the consent of RGP Pharmacap; (c) any of the documents or other information required to be delivered to RGP Pharmacap pursuant to the Interim Order will contain material misrepresentations; (d) entry of a final order by the Court granting relief from or modifying the automatic stay of section 362 of the Bankruptcy Code to allow any creditor to execute upon or enforce a lien on or security interest in any collateral which has a value in excess of $50,000 in the aggregate; (e) the Court will enter an order approving any claims for recovery of amounts under section 506(c) of the Bankruptcy Code or otherwise arising from the preservations of any collateral; (f) the Debtor will support, commence or join as an adverse party in any suit or other proceeding against RGP Pharmacap relating to the Prepetition Secured Obligations or collateral; (g) reversal, amendment, supplement, vacatur or modification (without the express prior consent of RGP Pharmacap) of the Interim Order; (h) the Interim Order or any other pleading filed in the Chapter 11 Case by the Debtor provides for the nonconsensual priming of the Prepetition Liens; (i) the Debtor will create, incur or suffer to exist any other claim which is pari passu with or senior to the 507(b) claim; (j) dismissal of the Chapter 11 Case or conversion of the Chapter 11 Case to a Chapter 7 case, or appointment of a trustee, receiver, interim receiver or manager, or appointment of a responsible officer or examiner with enlarged powers in the Chapter 11 Case (having powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code); (k) the Debtor's exclusive right to file and solicit acceptances of a plan of reorganization or liquidation is terminated or teminates; (l) the failure by the Debtor to make material payments as set forth in the Interim Order when due and such failure will remain unremedied for more than 5 business days after receipt by the Debtor of written notice thereof from RGP Pharmacap; (m) the failure by the Debtor to file a motion to approve the sale of all or substantially all of the Debtor's assets within 10 business days after the Petition Date; (n) the failure by the Debtor to obtain entry of an order approving bidding procedures in connection with the sale of all or substantially all of the Debtor's assets within 45 days after the Petition Date; (o) the failure by the Debtor to obtain entry of an order approving the sale of all or substantially all of the Debtor's assets in form and substance acceptable to RGP Pharmacap on or before May 3, 2019; (p) the failure by the Debtor to consummate the sale or disposition of all or substantially all of the Debtor's assets on or before May 17, 2019; and (q) the failure by the Debtor to perform, in any respect, any of the terms, provisions, conditions or obligations under the Interim Order, including a breach of the Budget Covenants set forth in the Interim Order. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/deb19-10209-26.pdf About Novum Pharma Founded in 2015, Novum Pharma, LLC -- http://www.novumrx.com/-- is a global specialty pharmaceutical company which owns a portfolio of topical dermatology products that it purchased from Primus Pharmaceuticals, Inc., in March 2015. The dermatology products are marketed under the names Alcortin, Alcortin A, Quinja (formerly Aloquin) and Novacort. Each product is a fungicidal gel used to treat a variety of skin conditions. Novum Pharma sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10209) on Feb. 3, 2019. Novum Pharma estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor tapped Cole Schotz P.C. as general bankruptcy counsel; CR3 Partners, LLC, as financial advisor; Teneo Capital LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. OFFICE BARGAIN: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Office Bargain Center 2011, LLC as of Feb. 22, according to a court docket. About Office Bargain Center 2011 Office Bargain Center 2011, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-10226-RAM) on Jan. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert A. Mark. The Debtor hired Weiss Serota Helfman Cole & Bierman, P.L. as its legal counsel. OHR PHARMA: Future Negative Cash Outflows Cast Going Concern Doubt ------------------------------------------------------------------ OHR Pharmaceutical, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $897,624 on $0 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $4,151,358 on $0 of revenue for the same period in 2017. At Dec. 31, 2018, the Company had total assets of $10,674,022, total liabilities of $597,152, and $10,076,870 in total stockholders' equity. The Company said that it has no revenue from product sales and management expects continuing operating losses and negative cash outflows in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. Net working capital reserves decreased from end of fiscal 2018 to the end of the first quarter in fiscal 2019 by $656,878 (to $2,616,558 from $3,273,436) primarily due to costs incurred from operations. The Company said, "Our quarterly cash burn has decreased significantly compared to prior periods in calendar 2017 and 2018 due to the discontinuation of the squalamine program. We expect our cash burn to be relatively stable in the near term and potentially increase in future periods in calendar 2019, once the merger with NeuBase has been completed; however, there can be no assurance that the merger with NeuBase will be completed in calendar 2019, if at all. Management has concluded that due to the conditions described above, there is substantial doubt about the entity's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/Xj2lfs OHR Pharmaceutical, Inc., a clinical-stage pharmaceutical company, focuses on the development of novel therapies for the treatment of ophthalmic diseases. OHR Pharmaceutical is headquartered in New York. OW BUNKER: 5th Cir. Upholds Ruling Rejecting NuStar Maritime Liens ------------------------------------------------------------------ In the case captioned NUSTAR ENERGY SERVICES, INCORPORATED, Plaintiff-Appellant, v. M/V COSCO AUCKLAND, IMO NO. 9484261, et al., Defendants -- Third-Party Plaintiffs COSCO Haifa Maritime Ltd., COSCO Auckland Maritime Ltd., COSCON, COSCO Venice Maritime Ltd., Third-Party Plaintiffs-Appellees, v. ING BANK N.V., Third Party Defendant-Appellee, No. 17-20246 (5th Cir.), the United States Court of Appeals, Fifth Circuit affirmed the district court's judgment rejecting NuStar's maritime liens. NuStar's appeal of the district court's judgment awarding ING Bank judgment against the vessels is dismissed. The lawsuit is the latest round in the maritime litigation spawned by the collapse of OW Bunker, formerly the world's largest supplier of fuel for ships. In federal courts across the country, OW's subcontractors have asserted maritime liens on the ships to which they physically delivered fuel. If successful, these claims would allow them a full recovery rather than the pennies on the dollar they would likely receive in bankruptcy court. But the subcontractors are not alone in their pursuit of maritime liens--OW's largest secured creditor has also staked a claim. The Court’s ruling in an earlier OW Bunker case means that the subcontractor here does not possess liens on the vessels it supplied because it was not acting on the orders of the vessels or their agents. And because it does not have liens, the Court concludes that it is not able to appeal a ruling that the secured creditor does hold liens. The secured creditor, ING Bank, asserts maritime liens based on a $700 million revolving credit facility that a group of lenders provided OW Bunker and its affiliates almost a year before they went under. ING served as the syndicate's security agent. To secure the credit facility, each OW entity assigned ING "all of its rights, title and interest in respect of the Supply Receivables." "Supply Receivables" are amounts owed for the sale of oil products. NuStar's invoices to OW USA went unpaid as the OW Bunker network collapsed. Two weeks after the last delivery, OW USA filed for Chapter 11 bankruptcy in Connecticut. Back in Houston, NuStar quickly sued the COSCO vessels in rem, asserting maritime liens. To avoid arrest of the vessels, COSCO agreed to deposit the $2.69 million owed to NuStar into an escrow account to serve as a substitute res. COSCO then filed a third-party claim interpleading NuStar, OW Far East, OW USA, and ING. OW Far East never appeared in the litigation. OW USA disclaimed its interest in "any claims arising from the bunker supply transaction" at issue, as required by its liquidation plan approved by the bankruptcy court. ING, though, claimed an interest and brought maritime lien and contract counterclaims of its own, asserting the rights assigned it in the security agreement. On competing motions for summary judgment, the district court first ruled that NuStar did not hold liens under the Commercial Instruments and Maritime Liens Act because it had delivered the bunkers on the order of OW USA, not "on the order of the [vessel] owner or a person authorized by the owner." On the other hand, OW Far East was entitled to maritime liens because it was obligated--by a contract with one authorized to bind the vessels (Chimbusco)--to deliver the bunkers. And OW Far East had, the district court concluded, validly assigned those maritime liens to ING. As a result, the district court awarded ING a judgment against the COSCO vessels for the $2.99 million owed OW Far East for the fuel. NuStar appeals both the ruling that it does not hold maritime liens and the ruling that OW Far East validly assigned its maritime liens to ING. Under the Commercial Instruments and Maritime Liens Act, "a person providing necessaries to a vessel on the order of the owner or a person authorized by the owner . . . has a maritime lien on the vessel." Trying to meet that requirement, NuStar relied largely on Chimbusco's being aware that NuStar would physically supply the fuel bunkers, and the vessels' employees' overseeing and accepting the deliveries. The district court held that those facts did not rise to the level of "authorization" by the vessel owner (COSCO) or one authorized by the owner (Chimbusco). Since then, this court has agreed that "[m]ere awareness does not constitute authorization under CIMLA." In Valero, as here, the vessel's agent knew that the OW intermediary had selected Valero as the physical supplier and did not object. The vessel's employees "monitored and tested Valero's performance." But those facts showed no more than that the vessel's agents were aware of the physical supplier's identity--not that the physical supplier acted "on the order of" the vessel's agents. As the Court sees no daylight between Valero and this case, the Court agrees with the district court that NuStar does not hold maritime liens. A copy of the Court's Jan. 14, 2019 decision is available at https://bit.ly/2TcVyS3 from Leagle.com. David Boies Sharpe, for Third Party Defendant-Appellee. Keith Bernard Letourneau, for Plaintiff-Appellant. Gina M. Venezia, for Third Party Plaintiff-Appellee. Bruce G. Paulsen, for Third Party Defendant-Appellee. Benjamin W. Kadden, for Third Party Defendant-Appellee. Mark Emery, for Plaintiff-Appellant. About O.W. Bunker OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker Supply & Trading A/S in an in-court restructuring procedure with the probate court in Aalborg, Denmark. By Nov. 7, 2014, the Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under formal Danish bankruptcy (liquidation) proceedings in the Aalborg probate court. The company declared bankruptcy following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP served as co-counsel. Alvarez & Marsal acted as the financial advisor. The Office of the United States Trustee formed an official committee of unsecured creditors of the Debtors on Nov. 26, 2014. The Committee tapped Hunton & Williams LLP as its attorneys. On Dec. 15, 2015, the U.S. Debtors obtained confirmation of their First Modified Liquidation Plans. Under the plan, the Debtors proposed to create two liquidating trusts, one for each of its North American units, to hold the estate assets of each company and make distributions to creditors, while parent OW Bunker Holding North America Inc. will dissolve. According to a Bloomberg report, under the First Modified Plan, administrative claims of $0.94 million, U.S. Trustee Fees, non-tax priority claims against OWB USA and NA, Priority tax claims of $0.05 million, secured claims against OWB USA and NA and fee claims will be paid in full in cash. Subordinated claims against OWB USA and NA will not receive any distribution. Electing OWB USA unaffiliated trade claims of $13.3 million will have a recovery of 40% amounting to $5.31 million. OWB NA affiliated unsecured claims and non-electing OWB NA unaffiliated trade claims will have a recovery of 1% in cash. OWB USA affiliated unsecured claims will have a recovery of 0.4% in cash. Electing OWB NA unaffiliated trade claims will receive pro rata payment of $2.5 million in cash. Non-Electing OWB USA unaffiliated trade claims of $18.36 million will be paid $0.07 million in cash, a recovery of 0.4%. Equity interests in OWB USA and NA will be cancelled and will not receive any distribution. The plan will be funded by cash in hand and sale of assets. PALMETTO BRUSH: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Feb. 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Palmetto Brush Control, LLC. About Palmetto Brush Control Palmetto Brush Control, LLC is a locally owned and operated company that provides brush, undergrowth cutting, and land clearing and development services. Palmetto Brush Control sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 19-00514) on January 29, 2019. 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 case has been assigned to Judge David R. Duncan. The Debtor tapped Bird & Smith, PA as its legal counsel. PANAGIOTIS NASSIOS: Counsel Asked to Submit Proposed Notice of Sale ------------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts ordered Panagiotis C. Nassios' counsel to submit a proposed Notice of Sale to cjp@mab.uscourts.gov. The Debtor sought (i) authority to sell a real property free and clear of all liens and encumbrances; (ii) authority to enter into a sale leaseback agreement, (iii) approval of overbid procedures, and (iv) approval of break-up fee payment. Panagiotis C. Nassios sought Chapter 11 protection (Bankr. D. Mass. Case No. 18-42302) on Dec. 14, 2018. The Debtor tapped Michael Van Dam, Esq., at Van Dam Law LLP, as counsel. PARADIGM DEVELOPMENT: $922K Sale of Covington Property to SD Okayed ------------------------------------------------------------------- Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Paradigm Development, LLC's sale of interest in the non-residential real property located at Buildings A & B, 60 Chamisa Drive, Covington, Newton County, Georgia to SD Covington, LLC for $921,531. A hearing on the Motion was held on Feb. 7, 2019 at 10:15 a.m. The sale is "as is, where is," and free and clear of all liens and interests, with valid and enforceable lien(s) and interests attaching to the proceeds of sale. The Purchaser will be entitled to credit bid the agreed upon balance of the outstanding secured indebtedness as described in the Motion, and such credit bid will be applied to the purchase price. The Debtor is authorized to disburse to the Purchaser at closing from the sale proceeds the following: (1) outstanding property taxes for 2018 and prorated property taxes for 2019 through the closing date, (2) Georgia real estate transfer taxes, 3) tenant security deposits in the amount of $8,700, and 4) certain prorations of rent and utilities as described in the Contract. Such disbursements may be made through an adjustment in the purchase price. Upon the closing of the sale of the Property and payment of the purchase price, the Purchaser will have no other claims against the Debtor or the Bankruptcy Estate. The Settlement Agreement made a part of the Contract is approved the extent that Debtor is authorized to resolve all claims between Debtor and the Purchaser, and the Debtor and the Purchaser expressly agree that the Debtor's principals, Milton Hancock and Antonia Babb, are intended to be third-party beneficiaries of the Contract and Settlement Agreement. The Debtor is authorized to assume the leases with tenants identified in the Motion and to assign the leases to the Purchaser at the closing the sale of the Property. The net proceeds of the sale, after deducting the stated disbursements and adjustments to the purchase price, will be made payable at closing to the "Law Office of Scott B. Riddle, LLC" and held, in full, for the benefit of the Chapter 11 Estate until further order of the Court. The Fed.R.Bankr.P.6004(h) will not apply to the Order, which will be effective immediately so that the Debtor may proceed instantly with the closing, at which time the net sale proceeds will be paid to the Law Office of Scott B. Riddle, LLC, for the benefit of the Debtor, pursuant to the Order. About Paradigm Development Paradigm Development, LLC, is a privately held company in the commercial land subdivision business. Its principal assets are located at 60 Chamisa Road Covington, GA 30016. Paradigm Development, based in Oxford, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-66580) on Oct. 1, 2018. In the petition signed by Milton Hancock, managing member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Scott B. Riddle, Esq., at the Law Office of Scott B. Riddle, serves as bankruptcy counsel to the Debtor. PEARL CITY GARAGE: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Pearl City Garage, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa t to use cash collateral of Northwest Bank of Davenport and On Deck Capital, Inc. of Arlington for purposes of continuing business operations. The Debtor plans to continue the operation of its business after filing this bankruptcy. However, the Debtor cannot obtain credit on an unsecured basis and has attempted to do so. The Debtor intends to utilize cash collateral currently in the form of money in its bank accounts as well as ongoing receipts from payments received on its accounts receivable. The initial use of cash collateral will be to pay wages and continue operations as it relocates its business. The Debtor has been financed by Northwest Bank since April 11, 2016. Northwest Bank claims to hold a perfected security interest in Debtor's accounts and all rights to payment, whether or not earned by performance, including, but limited to, payment for property or services sold, leased, rented, licensed, or assigned. The Debtor also granted a security interest in said collateral through its execution of a Commercial Security Agreement in favor of Northwest Bank. The Debtor granted a security interest to On Deck by its execution of a Business Loan and Security Agreement. But the Debtor believes the security interest of On Deck is inferior to the security interest of Northwest Bank as no subordination agreements exist and, the debt owed to Northwest Bank exceeds the value of the Bank's collateral. The Debtor has money in its operating and payroll accounts at Northwest Bank and continues to receive payments on its accounts receivable from its customers. The total current balance in the Debtor's accounts at the Bank is approximately $29,657. In addition to the money in its account, the Debtor has accounts receivable in the approximate amount of $186,301 which are collateral of both Northwest Bank and On Deck. The Debtor proposes to offer as replacement collateral a first security interest in the postpetition accounts receivable. The Debtor believes this should be adequate protection for use of grain proceeds to pay rent and other inputs for the crops. Pearl City Garage, Inc., is a factory engaged in the business of painting and anodizing metal parts in Muscatine, Iowa. The Company filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 19-00221) on Feb. 7, 2019. The Debtor is represented by: Joseph A. Peiffer, Esq. AG & BUSINESS LEGAL STRATEGIES P.O. Box 11425 Cedar Rapids, Iowa 52410-1425 Telephone: (319) 363-1641 Fax: (319) 200-2059 E-mail: joe@ablsonline.com PHD GROUP: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------- S&P Global Ratings revised its outlook on fast-casual restaurant operator PHD Group Holdings LLC (Portillo's) to stable from negative and affirmed its 'B-' issuer credit rating. At the same time, S&P revised its recovery rating on the first-lien term loan to '3' (50%-70%; rounded estimate 55%) from '4' based on a modest increase in its expected valuation in a hypothetical default. The 'B-' issue rating is unchanged. S&P said it expects Portillo's will execute on its strategic plans to strengthen same-store-sales while continuing to open high-volume restaurants in new markets successfully. The outlook revision reflects S&P's view that performance will improve as Portillo's strengthens restaurant level operations while successfully managing its aggressive growth objectives. The company's renewed focus on employee training, increased automation, and ongoing investments in off-premise capabilities should improve speed of service times and result in better overall customer experiences, according to S&P. "In our view, these efforts will drive higher customer transactions and high-single-digit earnings growth, resulting in modestly better cash flow generation in 2019," S&P said. "The stable outlook reflects our expectation that Portillo's renewed focus on operational improvement initiatives will drive better performance results over the next 12 months." S&P forecasts that the company's credit metrics will improve modestly from earnings growth, fixed-charge coverage will exceed 1x, and liquidity will remain adequate. S&P said it could lower its rating on Portillo's if it no longer views the company's capital structure as sustainable. This could occur if the company is unable to maintain adequate liquidity or if operating performance deteriorates significantly, according to S&P. "We would view increased reliance on the revolver with less than 20% headroom on the springing leverage covenant as indicative of less than adequate liquidity," S&P said. "A downgrade could also occur if there are indications Portillo's would not be able to refinance its credit facilities in a timely manner (at least one year in advance)." Possible scenarios leading up to a negative rating action could include intensifying competition, rising costs due to an unforeseen spike in commodity prices, or weaker than expected operating performance in new markets, according to S&P. "Although unlikely over the next 12 months, we could raise the rating if cash flow generation improves meaningfully, the company reduces adjusted leverage to below 6x, and we view the likelihood of a releveraging event as unlikely," S&P said. PINE FOREST: Collection of Rents, Business Revenue to Fund Plan --------------------------------------------------------------- Pine Forest Associates LP filed with the U.S. Bankruptcy Court for the District of Tennessee a disclosure statement explaining its chapter 11 plan of reorganization. In 1996, the Debtor acquired the mobile home park now known as Pine Forest Ringgold, GA. This approximately 48-acre complex consisting of 110 mobile home sites at the present time, is located 210 Ardis Loop in Ringgold, Georgia. At the present time, the approximate payoff balance owing to Bayview Loan, the mortgage Holder is $510,000 with an estimated value of the park being $750,000. To the Debtor's knowledge, there are no other secured claims or liens associated with the property Since the purchase of the Mobile Home Park, Debtor has engaged in the development of the park as well as renting on a monthly basis lot spaces within the same. With respect to secured creditors, the Plan provides that the creditor's claims will be reinstated and that the creditor's rights will not be altered by the Plan or that Reorganized Debtor will issue new notes to the creditor and the creditor will retain its liens. With respect to unsecured creditors, the Plan provides for the pro rata distribution of the Unsecured Dividend until each allowed claim is paid in full. Debtor intends to fully fund the Plan through the collection of rents on mobile home spaces within the park and through revenues generated by the ongoing operation of its business. Debtor does not or cannot warrant or guarantee the accuracy of any estimates of the Net Profits. However, Debtor believes it has sufficient ability to continue collecting rent to fund the plan. Debtor’s estimates show that the Plan is feasible and will result in payment to unsecured creditors over the 60 month period. A copy of the Disclosure Statement is available at https://is.gd/dkAgla from Pacermonitor.com at no charge. Pine Forest Associates LP filed for chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 18-15814) on Dec. 31, 2018, and is represented by Brent James, Esq. of Harris Hartmann Law Firm PC. PROFRAC SERVICES: S&P Downgrades ICR to 'B-', Outlook Negative -------------------------------------------------------------- S&P Global Ratings has lowered its expectations for ProFrac Services LLC's EBITDA, cash flow, and liquidity because of weaker-than-expected market conditions for U.S. pressure pumping and completions activity. S&P has lowered its base-case assumptions for U.S. onshore completion activity in 2019 due to lower-than-expected demand, at least for the first half of 2019, as it expects exploration and production (E&P) companies to reduce their capital spending in response to lower crude oil prices. It also lowered the issuer credit and senior secured ratings to 'B-' from 'B'. "The downgrade reflects weaker-than-expected liquidity and financial measures because of the industrywide reduction in completion activity in the fourth quarter of 2018, which we expect to continue in 2019 until crude oil prices improve on a sustained basis, as well as an end to transportation and processing constraints in the Permian Basin, which we expect in the second half of 2019," S&P said. "As a result, we expect revenues and operating margins to decline relative to our initial expectations, only partially offset by Profrac's increased fleet size following the buildout in the second half of 2018." S&P said it now expects funds from operations (FFO) to debt to average below 15% and debt to EBITDA to be 4x-5x, including the treatment of preferred equity as debt, both of which it views as weak given the high volatility of the completions industry. Additionally, the weak fourth-quarter market conditions combined with ProFrac's spending to complete its fleet expansion have weakened our assessment of liquidity, which S&P believes could further weaken if market conditions do not improve and/or Profrac is unable to increase the size of its ABL to reflect its expanded fleet. "The negative outlook reflects both weakened liquidity and financial performance that we believe could decline further if market conditions fail to stabilize and eventually improve in the second half of 2019," S&P said. "Although we expect ProFrac to seek to increase the size of its ABL facility to reflect its larger fleet, we believe that in the current operating and capital markets any increase would not be sufficient to adequately rebuild liquidity." S&P said it could lower ratings if liquidity fails to sustainably improve or financial measures weaken further. "This could occur if ProFrac failed to meaningfully increase the size of its ABL at current market conditions and we believed cash flows would not adequately support cash needs. Alternatively, if debt leverage fell below 5x with no expectation of near-tem improvement, we could lower the ratings," S&P said. A downgrade would result from oil price dropping below $50 bbl and fleet utilization diminishing significantly beyond expectations, according to S&P. S&P said it could stabilize the outlook if it expected liquidity to improve on a sustained basis. This likely would occur through a combination of an increase in the ABL size combined with expectations for higher fleet utilization rates that support improving cash flows and liquidity. This is likely to happen if bottlenecks in the Permian Basin are resolved and crude oil prices stabilize above $55 per barrel or more, according to S&P. QUALITY CONSTRUCTION: March 25 Plan Confirmation Hearing -------------------------------------------------------- The Disclosure Statement explaining Quality Construction & Production, LLC, and Quality Production Management, LLC's Chapter 11 Plan is approved. March 25, 2019 at 10:00AM is fixed as the date and time for hearing on confirmation of the Plan. March 18, 2019 is fixed as the last date for filing written acceptances or rejections of the Plan. March 18, 2019 is also fixed as the last date for filing and serving objections, if any, to the confirmation of the Plan. CLASS 7a -- Unsecured Claims of QCP are impaired. The Claims in this Class include those of the general unsecured creditors of QCP (except the holder of the Class 6 Claim) holding Allowed Unsecured Claims, without priority. All allowed unsecured claims in Classes 7a, 7b, 7c, and 7d will be paid a pro-rata portion of quarterly payments until a total of $1,000,000.00 has been paid. The quarterly payments will be in the amount of $50,000 per quarter for 20 quarters. The first quarterly payment will be due the first day of the quarter that is at least 30 days after the Effective Date. Subsequent payments will be made on the first day of each quarter thereafter. The payments will be completed in five years. CLASS 7b -- Unsecured Claims of QPM are impaired. The Claims in this Class include those of the general unsecured creditors of QPM (except the holder of the Class 6 Claim) holding Allowed Unsecured Claims, without priority. All allowed unsecured claims in Classes 7a, 7b, 7c, and 7d will be paid a pro-rata portion of quarterly payments until a total of $1,000,000 has been paid. The quarterly payments will be in the amount of $50,000 per quarter for 20 quarters. The first quarterly payment will be due the first day of the quarter that is at least 30 days after the Effective Date. Subsequent payments will be made on the first day of each quarter thereafter. The payments will be completed in five years. CLASS 7c -- Unsecured Claims of Traco are impaired. The Claims in this Class include those of the general unsecured creditors of Traco (except the holder of the Class 6 Claim) holding Allowed Unsecured Claims, without priority. All allowed unsecured claims in Classes 7a, 7b, 7c, and 7d will be paid a pro-rata portion of quarterly payments until a total of $1,000,000 has been paid. The quarterly payments will be in the amount of $50,000 per quarter for 20 quarters. The first quarterly payment will be due the first day of the quarter that is at least 30 days after the Effective Date. Subsequent payments will be made on the first day of each quarter thereafter. The payments will be completed in five years. CLASS 7d -- Unsecured Claims of QAC are impaired. The Claims in this Class include those of the general unsecured creditors of QAC (except the holder of the Class 6 Claim) holding Allowed Unsecured Claims, without priority. All allowed unsecured claims in Classes 7a, 7b, 7c, and 7d will be paid a pro-rata portion of quarterly payments until a total of $1,000,000 has been paid. The quarterly payments will be in the amount of $50,000 per quarter for 20 quarters. The first quarterly payment will be due the first day of the quarter that is at least 30 days after the Effective Date. Subsequent payments will be made on the first day of each quarter thereafter. The payments will be completed in five years. CLASS 1 -- Secured Claim of MSBCH are impaired. A payment of $3,500,000 on the Effective Date of the Plan incident to the sale of the Real Estate to Wein Air LA, LLC free and clear of liens and claims. A principal amount equal to the value of the collateral that secures the MidSouth Bank Claim (which the Debtors contend is $10,480,000, based on the purchase price paid by ESNA, but will be valued in accordance with the Bankruptcy Code and applicable law) less the value of the Real Estate being sold ($3,500,000). The Debtors believe this principal amount is $6,980,000. CLASS 2 -- Secured Claim of Pedestal Bank are impaired. The only Claim in, and party to, this Class is Pedestal Bank. Pedestal Bank has a claim against the Debtors in the amount of $1,578,311.45 which is secured by a first priority security interest. This secured claim will be amortized over 10 years with interest at the Plan Rate. The first payment will become due on the first day of the month that is at least 30 days after the Effective Date. CLASS 3 -- Secured Claim of Ford Motor Credit are impaired. The only Claim in, and party to, this Class is Ford Motor Credit. Ford has secured claims against the Debtors in the total amount of $126,713.72, including $57,649.92 for QCP and $69,063.80 for Traco. These secured claims will be amortized over five (5) years with interest at the Plan Rate. The first payment will become due on the first day of the month that is at least 30 days after the Effective Date. CLASS 4 -- Secured Claim of Fidelity Bank are impaired. The only Claim in, and party to, this Class is Fidelity Bank. Fidelity has filed a secured claim against the Debtors in the total amount of $60,748.67. This claim is secured by a mortgage on QCP's 2017 GMC Yukon. This secured claim will be amortized over five (5) years with interest at the Plan Rate. The first payment will become due on the first day of the month that is at least 30 days after the Effective Date. CLASS 5a -- Secured Claim of Ally - 2014 FORD F150 are impaired. The only Claim in, and party to, this Class is Ally for its secured claim against 2014 Ford F150 pickup truck. Ally has filed a secured claim against the Debtor QCP for the 2014 F150 in the amount of $7,084.14. This claim is secured by a mortgage on a 2014 Ford F150 pickup truck. This secured claim will be amortized over four (4) years with interest at the Plan Rate. The first payment will become due on the first day of the month that is at least 30 days after the Effective Date. CLASS 5b -- Secured Claim of Ally - 2012 FORD E350 are impaired. The only Claim in, and party to, this Class is Ally for its secured claim against 2012 Ford E350 Econoline. Ally has filed a secured claim against the Debtor QCP for the 2012 E350 in the amount of $3,654.86. This claim is secured by a mortgage on a 2012 Ford E350 Econoline. This secured claim will be amortized over two (2) years with interest at the Plan Rate. The first payment will become due on the first day of the month that is at least 30 days after the Effective Date. CLASS 6 -- Deficiency Claim of MSBCH are impaired. The only Claim in, and party to, this Class is the holder of the MidSouth Bank Claim. The amount of the Class 6 deficiency claim will be the total amount of the MidSouth Bank Claim less $10,480,000.00, the amount of the secured claim set forth in Class 1, above. The holder of the Allowed Class 6 Claim will be paid in the same manner as the Class 7 creditors and will receive the same percentage of their Class 6 claim as the Class 7 creditors. CLASS 8 -- Claims of Member Interests are impaired. The Debtors' members, Troy Collins and Nathan Granger, will obtain a total of 25% ownership interests in the Debtors by contributing new value in the total sum of $250,000.00 to the Debtors. On the Effective Date, $125,000.00 shall be contributed, and, on the first anniversary of the Effective Date, an additional $125,000.00 shall be contributed. The Exit Funding Entity will obtain a 75% interest for contributing the Exit Funding. The total contribution to equity will be $1,000,000 if the Guarantors do not acquire the MidSouth Bank Claim and if they do acquire the MidSouth Bank claim the contribution to Equity shall be the Class 6 deficiency claim of MSBCH. The Debtors will continue to operate the three current divisions, QCP, QPM, and Traco, in order to generate income which will allow the Debtors to make payments under this Plan. A full-text copy of the Disclosure Statement dated February 14, 2019, is available at: http://bankrupt.com/misc/lawb19-1850303-498.pdf About Quality Construction & Production Quality Construction & Production, LLC, and its subsidiaries operate a group of oilfield service companies in the areas of onshore and offshore fabrication, installation, and production operations in Youngsville, Louisiana, and together employ approximately 850 people. The Company's onshore fabrication services include spool piping, production modules, manifolds, deck extensions, and riser guards and clamps. QCP's offshore services include hook-ups, facilities maintenance/upgrades, compressor installations and field welding. Quality Construction was founded by Nathan Granger and Troy Collins in 2001. Quality Construction & Production, LLC, and three affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on March 16, 2018. In the petition signed by Nathan Granger, president, Quality Construction estimated $10 million to $50 million in assets and debt. The Hon. Robert Summerhays is the case judge. The Debtors tapped Weinstein & St. Germain, LLC, as their bankruptcy counsel; Elmore Consulting, LLC, as financial consultant; and Donlin, Recano & Company as claims and noticing agent. The Office of the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on April 23, 2018. The Committee hired H. Kent Aguillard as counsel. R & B SERVICES: Hires Castellano Korenberg as Accountant -------------------------------------------------------- R & B Services, Inc., has filed an amended application with the U.S. Bankruptcy Court for the Eastern District of New York seeking approval to hire Castellano Korenberg & Co., CPAs, as its accountant. Castellano Korenberg will assist the Debtor in the preparation of tax returns; assist in its financial planning and budgeting; prepare reports and other documents required during its negotiations with creditors and for approval of its plan of reorganization; and provide other accounting services related to its Chapter 11 case. In the amended application, Castellano Korenberg waived its prepetition claim against the Debtor in the amount of $9,790. Castellano Korenberg is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Daniel A. Castellano CASTELLANO, KORENBERG & CO., CPAS 313 W. Old Country Road Hicksville, NY 11801 Tel: (516) 937-9500 Fax: (516) 932-0485 E-mail: info@ck-co.com About R & B Services R & B Services Inc. is a construction company based in New York. Its services include general contracting, demolition excavation utility and site work. R & B Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-43646) on June 24, 2018. In the petition signed by Reginald Bridgewater, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Carla E. Craig oversees the case. The Debtor tapped Sichenzia Ross Ference Kesner LLP as its legal counsel; and Mohen Cooper LLC as special counsel. RADER LODGE: Seeks to Hire Hansen Auction as Realtor ---------------------------------------------------- Rader Lodge, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Kansas to employ Hansen Auction & Realty, as realtor to the Debtor. Rader Lodge requires Hansen Auction to sell the Debtor's real properties. Hansen Auction will be paid a commission of 6% of the sales price. Josh Miller, partner of Hansen Auction & Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hansen Auction can be reached at: Josh Miller HANSEN AUCTION & REALTY PO Box 237 Beloit, KS 67420 Tel: (785) 738-8932 About Rader Lodge Rader Lodge, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 19-10128) on Jan. 29, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Edward J. Nazar, Esq., at Hinkle Law Firm, L.L.C. RANDAL D. HAWORTH: PCO Files 5th Interim Report ----------------------------------------------- Elliot M. Hirsch, M.D., the duly appointed successor Patient Care Ombudsman for Randal Haworth, M.D., Inc., filed a fifth interim report for the period of January 2019 through February 21, 2019. The PCO reported that the Institute for Medical Quality (IMQ) has not taken further action against the Debtor regarding its complaint which was based on a video that the Debtor posted on social media whereby the surgical assistant, Chuck Krueser, posed as a Randal Hayworth conducting liposuction. In the said case, the IMQ recommended that the Debtor has a disclaimer prior to posting such videos on social media. Further, the Debtor continues to be involved in two separate State Court Actions besides the pending Bankruptcy case. Moreover, the PCO noted that he will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. The PCO recommends not posting to social media any videos that show anyone other than Dr. Haworth performing or demonstrating invasive/non-invasive procedures. The PCO likewise recommends providing proof of HIPPA certification for each new staff of the Debtor. The PCO will provide a checklist of issues that the Debtor needs to address during each visit to the clinical or surgical center. Likewise, the PCO recommends updating the sterilization log for the equipment in the Debtor's surgical center. A full-text copy of the Fifth Interim Report is available for free at: http://bankrupt.com/misc/cacb18-16306-139.pdf About Randal D. Haworth Randal D. Haworth M.D. Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-16306) on May 31, 2018, estimating less than $1 million in assets and liabilities. The Debtor tapped Havkin & Shrago, Attorneys At Law, as counsel. Elliot M. Hirsch was appointed as patient care ombudsman in the Debtor's case. On Aug. 9, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Buchalter is the Committee's legal counsel. RCJM INC: Allowed to Use Cash Collateral on Interim Basis --------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized RCJM, Inc. to use cash collateral on an ex parte emergency basis, pending an interim and final hearing on RCJM's Cash Collateral Motion. The holders of Prepetition Liens are granted roll-over or replacement liens granting security to the same extent, in the same priority, and with respect to the same assets, as served as collateral for each of their respective Prepetition Indebtedness, to the extent of cash collateral actually used during the pendency of Debtor's Chapter 11 case, without the need of further public filing or other recordation to perfect such liens or security interests. The final hearing on the Cash Collateral Motion is scheduled for Feb. 25, 2019 at 10:00 a.m. A full-text copy of the Order is available at http://bankrupt.com/misc/nywb19-10161-16.pdf About RCJM RCJM, Inc. d/b/a Union Auto & Truck Repair d/b/a Magic Auto Body is a New York Corporation which operates as a licensed auto and truck repair shop and body collision shop, providing services primarily for governmental agencies and commercial customers. RCJM operates its business at 1560 Harlem Road, W-2, Cheektowaga, New York 14206. Richard Jones, holds a 100% percent shareholder interest in RCJM and is its President and sole director. RCJM voluntarily filed its petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-10161) on Jan. 31, 2019. The Hon. Carl L. Bucki is assigned to the case. RCJM is represented by counsel, Baumeister Denz LLP. REAL CARE: Unsecured Creditors to Get 10% of Allowed Claim ---------------------------------------------------------- Real Care, Inc., filed a Chapter 11 plan of reorganization and accompanying Disclosure Statement. Class 1 consists of Allowed General Unsecured Claims against the Debtor which consist of all Claims against the Debtor other than Statutory Fees, Administrative Claims, Priority Tax Claims or Priority Wage Claims. Under the Plan, the Debtor will make a first and final Pro Rata Distribution of Cash to each holder of an Allowed Class 1 General Unsecured Claim in an amount equal to 10% of its Allowed Claim, on the Effective Date in full satisfaction of such Claim. Class 2 consists of the Interests of Igor Galper in the Debtor which are not affected by the terms of the Plan, i.e., following Confirmation of the Plan, Mr. Galper will retain his 100% ownership interest in the Debtor and the Reorganized Debtor. Because he is an "insider" of the Debtor whose Interests are not impaired under the Plan, Mr. Galper is not entitled to vote on the Plan on account of his Class 2 Interests. As reflected in the Debtor's monthly operating reports, the Debtor's ongoing revenues are sufficient to pay all of the Debtor's ongoing, ordinary debts and operating expenses. A full-text copy of the Disclosure Statement dated February 14, 2019, is available at https://tinyurl.com/yxluzbvz from PacerMonitor.com at no charge. About Real Care Real Care, Inc. is a New York corporation formed in 2003, which operates a home care service agency providing home care nurses and health aides to eligible clients including homebound, disabled and elderly people. Real Care filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46146) on Oct. 25, 2018, and is represented by Douglas J. Pick, Esq., in New York. In the petition signed by Igor Galper, president, the Debtor disclosed $804,263 in total assets and $3,303,530 in total liabilities. The Debtor tapped Farrell Fritz, P.C., as counsel, and Mestechkin Law Group P.C., as special litigation counsel. The U.S. trustee for Region 2 appointed Eric M. Huebscher as patient care ombudsman in the Debtor's Chapter 11 case. RICH HONEY: Pacoima Development Seeks Appointment of Examiner ------------------------------------------------------------- Pacoima Development Federal Credit Union, Creditor of Rich Honey, Inc., asked the U.S. Bankruptcy Court for the Central District of California to approve the appointment of Douglas Waterman as the Chapter 11 examiner for the Debtor. Based on Pacoima's petition, the Debtor has repeatedly contradicted its own sworn testimony and has refused to provide Pacoima any relevant financial information. Further, Pacoima Development noted that the Debtor's management has repeatedly violated the Court's cash collateral orders and has dramatically exceeded its cash collateral budget, and has lost $35,982.72 during the first four months of its post-petition operations. Hence, Pacoima Development concludes that an immediate appointment of an independent fiduciary is required in the Debtor's small business chapter 11 case. Pacoima Development believes that Douglas Waterman possesses the neutrality, the expertise, and the pricing structure appropriate for the role contemplated in the Debtor's Chapter 11 case. Mr. Waterman has consulting relationships with two creditors in the Debtor's Chapter 11 case: Pacoima Development FCU and Valley Economic Development Center. Further, Mr. Waterman disclosed that he is a "disinterested person" within the contemplation of Section 101(14) of the Bankruptcy Code. Pacoima is represented by: Michael D. Good, Esq. SOUTH BAY LAW FIRM 3655 Torrance Blvd., Suite 300 Torrance, CA 90503 Tel.: (310) 373-2075 Fax: (310) 356-3229 Email: mgood@southbaylawfirm.com About Rich Honey Inc. Rich Honey, Inc. -- https://richhoneyapparel.com/ -- is a wholesale and private label blank apparel manufacturer in Los Angeles specializing in premium quality garment dye t-shirts & leather goods. Rich Honey sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-19570) on Aug. 17, 2018. In the petition signed by CEO Nicholas Bowes, the Debtor disclosed $522,836 in assets and $2,252,796 in liabilities. Judge Vincent P. Zurzolo presides over the case. The Turoci Firm serves as its legal counsel. RYNOX REALTY: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- Rynox Realty LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral in the ordinary course of its business. The Debtor's business consists of buying and selling real estate. The Debtor has currently multiple properties that must be maintained. Thus, the Debtor asserts it must have cash to pay other immediate expenses to keep its doors open. The Debtor believes that a number of potential creditors have claimed liens on the its accounts receivable and/or inventory and real estate, namely: Azben Limited, LLC and Coal & Colts Limited. The Debtor is willing to provide Secured Creditors with replacement liens pursuant to 11 U.S.C. Section 552 in accordance with their existing priority without making any determination at this time as to the validity or priority of the claims asserted by the Secured Creditors. Rynox Realty LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30474) on Feb. 4, 2019. The Debtor is represented by: Robert C. Newark, III, Esq. 1341 W. Mockingbird Lane, Ste 600W Dallas, Texas 75247 Telephone: (866)230-7236 Facsimile: (888)316-3398 E-mail: office@newarkfirm.com SANABI INVESTMENTS: April 3 Plan Confirmation Hearing ----------------------------------------------------- The Bankruptcy Court has approved the amended disclosure statement explaining Sanabi Investments LLC's Chapter 11 plan and scheduled the confirmation hearing to be held on April 3, 2019 at 3:00 p.m. in United States Bankruptcy Court, 301 N Miami Ave., Courtroom 8 (8th FL), Miami, FL 33128. Deadline for objections to claims on March 4, 2019. Deadline for objections to confirmation on March 20, 2019. Deadline for filing ballots accepting or rejecting plan on March 20, 2019. About Sanabi Investments Sanabi Investments, L.L.C. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-16699) on June 1, 2018. In the petition signed by Saady Bijani, managing member, the Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Chad T. Van Horn, Esq., at the Law Offices of Alla Kachan, P.C., is the Debtor's counsel. SARATOGA RESOURCES: J. Searcy Named as Successor Litigation Trustee ------------------------------------------------------------------- Judge John W. Klowe of the U.S. Bankruptcy Court for the Western District of Louisiana approved the appointment of Joshua P. Searcy as the successor Litigation Trustee for Saratoga Liquidating Trust for Saratoga Resources, Inc., et al., effective as of January 18, 2019. About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com/-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 Feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC (Bankr. W.D. La. Case No. 15-50748). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. SAS HEALTHCARE: Allowed to Use Cash Collateral on Interim Basis --------------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has entered an interim order authorizing SAS Healthcare, Inc., and its affiliates to use the cash collateral in which the Secured Parties Ciera Bank, Southside Bank, and REP Perimeter Holdings, LLC may have an interest. The Debtors may use the cash collateral of the Secured Parties to fund working capital, operating expenses, fixed charges, payroll, and all other general corporate purposes arising in the ordinary course of their businesses, and to pay the costs and expenses related to the administration of their bankruptcy cases, including reasonable professional fees and certain other expenses, in each case in accordance with the DIP Financing Budget. As adequate protection for the Debtors' use of cash collateral, to the extent (i) that the liens and security interests asserted by each of the Secured Parties in the Debtors' pre-petition date property interests are perfected, valid and not avoidable as of the Petition Date, and (ii) of any diminution in value of such Secured Parties' pre-petition date liens and security interests, each of the Secured Parties is granted: (a) From and after the Petition Date, valid and automatically perfected replacement liens and security interests in all accounts, including accounts receivable and deposit accounts, acquired by the Debtors, as applicable, specifically including all cash proceeds arising from such accounts and accounts received or acquired by the Debtors after the Petition Date, in the same nature, extent, priority and validity that any such liens asserted by the Secured Parties existed on the Petition Date. (b) As of the date of the Interim Order, said replacement liens and security interests granted the Secured Parties will be valid, perfected, enforceable and effective against the Debtors, their successors and assigns, including any trustee or receiver in these Chapter 11 Cases or any superseding chapter 7 case. (c) The replacement liens and security interests granted to Secured Parties will have the same priority as each Secured Party's pre-petition date liens and security interest in such property. (d) Each of the Secured Parties will have all the rights and remedies of a secured creditor in connection with the liens and security interests granted by the Interim Order in all Adequate Protection Collateral, except to the extent that such rights and remedies may be affected by the Bankruptcy Code. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/txnb19-40401-53.pdf About SAS Healthcare SAS Healthcare, Inc., and its subsidiaries -- https://sunbhc.com/ -- collectively own three mental health facilities in the Dallas/Forth Worth area. Due to a decline in patient census and the resulting decline in revenues, which resulted in large part from the investigation by the Tarrant County District Attorney and subsequent indictments, SAS ceased operating the medical facilities and ceased accepting new patients as of Dec. 21, 2018. SAS Healthcare and three subsidiaries sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 19-40401) on Jan. 31, 2019. SAS Healthcare estimated assets of $1 million to $10 million and liabilities of the same range. The Hon. Mark X. Mullin is the case judge. The Debtors tapped Haynes and Boone, LLP as counsel; Phoenix Management Services as financial advisor; Raymond James & Associates, Inc., as investment banker; and Omni Management Group, as claims and noticing agent. SEARS HOLDINGS: Committee Hires Herrick as Special Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Sears Holdings Corporation, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Herrick Feinstein LLP as special conflict counsel to the Committee. On Nov. 20, 2018, following an auction, the Debtors selected Cyrus Capital Partners, L.P. as the winning bidder for the purchase of certain Medium Term Notes Series B issued by Debtor Sears Roebuck Acceptance Corp. The documents governing the MTN Transactions included an agreement by the Debtors to cause non-Debtor affiliate Sears Reinsurance Company Ltd. to refrain from selling, transferring or assigning approximately $ 1.4 billion of the MTNs held by Sears Re. Several CDS Participants, including Omega Advisors, Tnc., and Och-Ziff Capital Structure Arbitrage Master Fund, Ltd., objected to the sale of MTNs to Cyrus, arguing, among other things, that the Auction was improper because of the Sears Re Lock-Up Agreement. The objecting CDS Participants claimed that they were led to believe that only $251 million of MTNs held by the Debtors were available for sale at the Auction. At bottom, the objecting CDS Participants argued that if they had known of the intent to lock-up or purchase the remaining MTNs owned by the Debtors or Sears Re, they would have either bid higher for the $251 million of MTNs noticed for sale at the Auction or sought to purchase the other MTNs owned by the Debtors or Sears Re. According to these objecting CDS Participants, the Debtors had essentially left millions of dollars on the table, to the detriment of the estate, including a $100 million " consortium bid " articulated by Barclays Capital during the December 20 hearing. Accordingly, and in keeping with its fiduciary duties, counsel for the Committee noted the "robust reservation of rights" under the governing sale order and promised an investigation. Due to certain potential conflict issues, the Committee requires Herrick to serve as its special conflicts counsel, with respect to matters pertaining to the MTN investigation. Herrick will be paid at these hourly rates: Partners $580 to $1,150 Counsels $465 to $1,160 Associates $360 to $570 Paraprofessionals $300 to $420 Herrick will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Herrick did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case. c. Herrick did not represent any member of the Committee in the Debtors' Chapter 11 Cases prior to its retention by the Committee. d. Herrick expects to develop a budget and staffing plan to comply reasonably with the U.S. Trustee's request for information and additional disclosures, as to which Herrick reserves all rights. e. The Committee has approved Herrick's proposed hourly billing rates. The primary Herrick attorneys staffed on the Debtors' Chapter 11 Cases, subject to modification depending upon further development. Stephen B. Selbst, partner of Herrick Feinstein LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Herrick can be reached at: Sean E. O' Donnell, Esq. Stephen B. Selbst, Esq. Steven B. Smith, Esq. HERRICK, FEINSTEIN, LLP Two Park Avenue New York, NY 10016 Tel: (212) 592-1400 Fax: (212) 592-1500 About Sears Holdings Corp Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor, and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 on Oct. 24, 2018, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Akin Gump Strauss Hauer & Feld LLP, as counsel. Herrick Feinstein LLP is the special conflict counsel. SENIOR CARE: Seeks Approval of KeyBank Cash Collateral Agreement ---------------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates request the U.S. Bankruptcy Court for the Northern District of Texas Motion to approve Agreements for use of cash collateral and adequate protection between certain Senior Care Centers Debtors ("KeyBank Debtors") and KeyBank National Association. Each of the KeyBank Borrowers are indebted to KeyBank National Association, in varying degrees, under the terms of loans which are secured by, among other things, mortgages and liens against the facilities, and assignments of the rents, leases, and revenue from the KeyBank Debtors, as well as security agreements by the Subtenants. Upon the Chapter 11 filing of the operating KeyBank Debtors, it was ascertained that: (a) KeyBank's status as the holder of a perfected interest in the operating KeyBank Debtors deposit accounts by means of a control account, had lapsed due to a change, some time prior to the Petition Date, to another banking entity; (b) that KeyBank nevertheless had, as of the Petition Date and thereafter, superior position with regard to all of the KeyBank Debtor assets that generated cash collateral and KeyBank had proceeds based perfection on cash as it was collected by the applicable KeyBank Debtors; and (c) while the lead Debtor's cash management system swept all deposits from all deposit account of the operating KeyBank Debtors into centralized accounts along with multiple other funds from other Debtor's operation, the Debtor's principal lender, CIBC Bank USA, did not have any of the operating KeyBank Debtors as borrowers on its many and varied documents governing its relationship with the Debtors in general, making the KeyBank Debtors' operations generally not part of CIBC and the Debtors' borrowing base calculations. Accordingly, the KeyBank Debtors and KeyBank have agreed (i) to terminate the pre-petition sweep of the KeyBank Debtors' CIBC account into the Debtors' main cash management system as of Jan. 23, 2019 and (ii) to provide that the KeyBank Debtors may continue to use cash collateral to pay the entities' ordinary course operating expenses including lease expenses, as well as, KeyBank Debtors' manually funding their collective proportionate share of obligations that are otherwise administered through other accounts in the Debtors' cash management system or are otherwise centralized systemwide costs for Debtors' operations and are not collectively paid at the KeyBank Debtor level, with all excess cash to otherwise remain in each KeyBank Debtor to otherwise remain in that KeyBank Debtors' CIBC accounts. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-33967-476.pdf About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. SINDESMOS HELLINIKES: Hires Herzog & Schwartz as Attorneys ---------------------------------------------------------- Sindesmos Hellinikes-Kinotitos of Chicago seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Herzog & Schwartz, P.C., as attorney to the Debtor. Sindesmos Hellinikes requires Herzog & Schwartz to: a. give the Debtor legal advice with respect to its duties, powers and responsibilities as a debtor-in-possession; b. assist the Debtor in the negotiation, formulation and drafting of a plan of reorganization; c. appear for, prosecute, defend and represent the Debtor's interests in matters arising in this case; d. prepare all necessary pleadings, orders, applications, reports and other legal papers as may be necessary in connection with this case; and e. perform such other legal services as may be required with the respect to the bankruptcy case. Herzog & Schwartz will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Herzog, partner of Herzog & Schwartz, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Herzog & Schwartz can be reached at: David R. Herzog, Esq. HERZOG & SCHWARTZ, P.C. 77 West Washington Street, Suite 1400 Chicago, IL 60602 Tel: (312) 977-1600 About Sindesmos Hellinikes-Kinotitos of Chicago Sindesmos Hellinikes-Kinotitos of Chicago, based in Chicago, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-34548) on Dec. 14, 2018. In the petition signed by Stanley Andreakis, authorized representative, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Timothy A Barnes oversees the case. David R. Herzog, Esq., at Herzog & Schwartz, P.C., serves as bankruptcy counsel. SONOMA PHARMACEUTICALS: Has $2.3-Mil. Net Loss in Dec. 31 Quarter ----------------------------------------------------------------- Sonoma Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,298,000 on $5,280,000 of total revenues for the three months ended Dec. 31, 2018, compared to a net loss of $3,187,000 on $4,843,000 of total revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $17,045,000, total liabilities of $3,705,000, and $13,340,000 in total stockholders' equity. The Company expects to continue incurring losses for the foreseeable future and will need to raise additional capital to pursue its product development initiatives, to penetrate markets for the sale of its products and to continue as a going concern. The Company cannot provide any assurances that it will be able to raise additional capital. Management believes that the Company has access to additional capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means; however, the Company cannot provide any assurances that other new financings will be available on commercially acceptable terms, if needed. If the economic climate in the U.S. deteriorates, the Company's ability to raise additional capital could be negatively impacted. If the Company is unable to secure additional capital, it may be required take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company's continued efforts to commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/uQ2Khl Sonoma Pharmaceuticals, Inc., a specialty pharmaceutical company dedicated to identifying, developing and commercializing unique, differentiated therapies to millions of patients living with chronic skin conditions. The Petaluma, Calif.-based Company is focused on the development and commercialization of therapeutic solutions in medical dermatology to treat skin conditions, such as acne, atopic dermatitis and scarring. SOVRANO LLC: Has Final Nod to Use Equity Bank Cash Collateral ------------------------------------------------------------- The Hon. Edward L. Morris of the U.S. Bankruptcy Court for the Northern District of Texas has entered a final order authorizing Sovrano, LLC and its debtor-affiliates to use Cash Collateral during the period from the Petition Date through and including the Termination Date, subject to and solely in accordance with the Budget. The Debtors' right to use the cash collateral on a consensual basis will terminate on the earliest of: (a) consummation of a plan of reorganization in this Case; (b) March 31, 2019, if the Final Order has not been entered by the Court on or before such date or such later date as Equity Bank may agree; or (c) in the event of a federal government shut-down which causes the unavailability of courts, two weeks from the end of such shut-down; or (d) upon written notice by Equity Bank to the Debtors after the occurrence and continuance of any Events of Default. Prior to the Petition Date, certain of the Debtors granted prepetition liens and security interest to Equity Bank, including cash collateral, pursuant to (ii) that certain Term Loan Agreement and Term Note in the amount of $9,250,000, by and between Equity Bank, as lender and Gigi's Cupcakes, LLC and Gigi's Operating, LLC, as borrowers; and (i) that certain Term Loan Agreement and Term Note in the amount of $20,250,000, by and between Equity Bank, as lender, and Sovrano and Mr. Gatti's, LP, as borrowers. To secure each of the Equity Bank Loan Documents, each respective Debtor granted Equity Bank security interests in personal property as defined in the security agreements between Equity Bank and each Debtor, including certain cash collateral. In addition, certain of the Debtors also entered into loan agreements and security agreements with Happy State Bank in the amount of $340,000 and JP Morgan Chase Bank, N.A. in the maximum amount of $2,500,000, with respect to certain equipment loans, secured by certain property and equipment. As adequate protection for the use of cash collateral, Equity Bank will be granted continuing, valid, automatically perfected non-avoidable and enforceable replacement liens, in and upon all of the assets (and proceeds thereof) of the Debtors described in the Credit Agreement and the other loan documents including but not limited to, accounts receivable, and Cash Collateral, whether such property (or proceeds thereof) was owned on the Petition Date or acquired by any Debtor after the Petition Date (excluding all causes of action under chapter 5 of the Bankruptcy Code. The Replacement Liens: (a) are in addition to the Pre-Petition Liens; (b) are and will be valid, perfected, enforceable, and effective as of the date of the entry of the Interim Order without further action by the Debtors or Equity Bank, and without the necessity of the execution, filing, or recordation of any financing statements, security agreements, mortgages, or other documents; (c) will secure the payment of indebtedness to Equity Bank to the fullest extent of the law, of the Cash Collateral and any other Pre-Petition Collateral; (d) except for ad valorem property taxes, will not hereafter be subordinated to or made pari passu with any other lien or security interest arising after the Petition Date under Bankruptcy Code section 364(d) or otherwise, absent the consent of Equity Bank; and (e) will have the same priority as existed on the Petition Date. Equity Bank will also be granted, to the extent provided by Section 507(b) of the Bankruptcy Code, an allowed superpriority administrative expense claim in each Debtor's Case and any Successor Cases, subject to the Carve-Out. Equity Bank has agreed to a Carve-Out of its Pre-Petition Collateral in an amount equal to the sum of: (a) all fees required to be paid to the clerk of the Court or any claims and noticing agent acting in such capacity and to the Office of the U.S. Trustee under section 1930(a)(6) of title 28 of the United States Code and (b) allowed claims for unpaid fees, costs, and expenses of the Debtors' professional fees to include cash collateral in the amount of: (i) $300,000 subject to Court approval, for fees and expenses incurred by counsel for the Debtor (Kelly Hart LLP) and its restructuring advisor (CR3 Partners LLC) for services rendered up through and including the earlier to occur of the Termination Date and entry by the Court of an additional interim or final order authorizing use of Cash Collateral. A full-text copy of the Final Order is available at http://bankrupt.com/misc/txnb19-40067-92.pdf About Sovrano LLC Sovrano, LLC, is a private equity group specializing in lower middle-market investments. The Company invests in the food services or restaurant industry. In 2015, Sovrano acquired Gatti's Pizza, a pizza chain founded in 1969. Sovrano, LLC, is based in Fort Worth, Texas. On Jan. 4, 2019, Sovrano,LLC (Lead Case) and its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case No. 19-40067). The Debtors filed a motion for joint administration, seeking consolidation of their respective estates for administrative purposes only. The Hon. Edward L. Morris is assigned to the cases. Six affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Sovrano, LLC (Lead Case) 19-40067 Mr. Gatti's, LP 19-40069 Gatti's Great Pizza, Inc. 19-40070 Gigi's Cupcakes, LLC 19-40072 Gigi's Operating, LLC 19-40073 Gigi's Operating II, LLC 19-40074 In the petition signed by Kyle C. Mann, vice chairman, Sovrano LLC estimated assets of $10 million to $50 million and total estimated liabilities of $10 million to $50 million. The Debtors tapped Kelly Hart & Hallman LLP as bankruptcy counsel. SPAR BUSINESS: SBS to Contribute 5% of Total Claim Amount --------------------------------------------------------- Spar Business Services, Inc., a Nevada corporation, f/k/a Spar Marketing Services, Inc. filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing that as of the Effective Date of the Plan, SBS, LLC, will make a new value contribution to the Debtor in the total amount of 5% of the total aggregate amount of all Allowed Claims and Estimated Claims, which will be paid Pro Rata to Class 4 (Litigation Claimant Claims) and Class 5 (General Unsecured Claims) in full and final satisfaction of those claims. Class 1 is comprised of the Allowed Secured Claim of The Westchester Bank, which includes outstanding principal of approximately $600,000.00 and as secured in substantially all of the Debtor’s personal property. The secured claim of The Westchester Bank shall be satisfied by equal monthly payments in the amount of $10,000.00 per month made on the first business day of each and every month for a period of sixty (60) months after the Effective Date, commencing on the first day of the month following the Effective Date of the Plan. Class 1 is Impaired. Class 4 consists of the Allowed Claims of the Litigation Claimants against the Debtor. Holders of Class 4 Allowed Litigation Claimant Claims will receive payment of their Pro Rata share of the New Value Contribution based on the amount of their Estimated Claim Amount, in full satisfaction, settlement, release and exchange for such Allowed Claims. Class 4 is Impaired under the Plan. Class 5 consists of Allowed General Unsecured Claims against Debtor. Holders of Class 5 Allowed General Unsecured Claims shall receive, in full satisfaction of their Allowed Claims, their Pro Rata share of the New Value Contribution in full satisfaction, settlement, release and exchange for such Allowed Claims. Class 5 is Impaired under the Plan. A full-text copy of the Disclosure Statement dated February 13, 2019, is available at https://tinyurl.com/y2lxn2xh from PacerMonitor.com at no charge. About Spar Business Services Spar Business Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-16974) on Nov. 23, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC. SPECIALTY RETAIL: Modifies Treatment of Unsecureds in New Plan -------------------------------------------------------------- Specialty Retail Shops Holding Corp. and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Nebraska a disclosure statement for its first amended joint chapter 11 plan. This latest plan reclassifies general unsecured creditors into class 4 and modifies its treatment as follows: If the Equitization Restructuring occurs, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of, at the election of the Debtors, either (a) 100% of the New Shopko Interests, subject to dilution by the Plan Sponsor Investment and the Management Incentive Plan or (b) its Pro Rata share of the GUC Equitization Reserve in one or more distributions. If the Asset Sale Restructuring occurs, each Holder of a General Unsecured Claim will receive its Pro Rata share of the Distribution Proceeds as provided in Article VIII.G of the Plan. The previous version of the plan proposed only 80% of the New Shopko Interests. A copy of the Latest Disclosure Statement is available at https://is.gd/8TnFHe from Pacermonitor.com at no charge. About Specialty Retail Shops Specialty Retail Shops Holding Corp. and its affiliates are engaged in the sale of general merchandise including clothing, accessories, electronics, and home furnishings, as well as company-operated pharmacy and optical services departments. The Debtors are headquartered in Green Bay, Wisconsin, and operate 367 stores in 25 states throughout the United States as well as e-commerce operations. The Debtors currently employ approximately 14,000 people throughout the United States. Specialty Retail Shops Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 19-80064) on January 16, 2019. At the time of the filing, the Debtors had estimated assets of $500 million to $1 billion and liabilities of $1 billion to $10 billion. The cases are assigned to Judge Thomas L. Saladino. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; McGrath North Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC, as restructuring advisor; Hilco Real Estate, LLC as real estate Consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as notice and claims agent. A seven-member panel has been appointed as official unsecured creditors committee in the cases. The Committee proposes to retain as counsel Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York; and Alan J. Kornfield, Esq., and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California; and Elizabeth M. Lally, Esq., Jeana L. Goosmann, Esq., and Joel Carney, Esq., at Goosman Law Firm, PLC, in Omaha, Nebraska. SPECTRUM ALLIANCE: Interest in Stabilized Assets Sold to DCM ------------------------------------------------------------ Spectrum Alliance, L.P., and its Official Committee of Unsecured Creditors filed their first modified third amended liquidating plan dated Feb. 12, 2019. The Debtor discloses that it has sold its interest in its stabilized assets, identified as follows, to the buyer Diamond Capital Management, LLC. * Cedar Hill Shopping Center: VSC-EE, LLC owned Units 2A, 2B, 3 and 4 and VSC-5, LLC owns Unit 5 in the Cedar Hill Shopping Center Condominium in Voorhees Township, Camden County, New Jersey. The property is a retail power center comprised of nearly 400,000 rentable square feet (approximately 360,000 constructed, with additional development pending). Shem Creek Cedar Hill, LLC has a first lien on Units 2A, 2B, 3 and 4. MAREIF has a first lien on Unit 5. * Hillcrest Shopping Center: HC Spectrum Partners, LP owned a 78.38% tenant-in-common interest in this approximately 133,797 square foot community shopping center located in the Borough of Lansdale, Montgomery County, Pennsylvania. Malvern Federal Savings Bank has a first lien on the property. * Towamencin Corporate Center: CB Spectrum Partners, LP owned this approximately 77,000 square foot, three-story office building and a 550 car parking garage located at 1690 Sumneytown Pike, Kulpsville, Montgomery County, Pennsylvania, also known as Unit 4 in the Kulpsville Business Campus, a Condominium. The Debtor owned a 5l.1% limited partnership interest in CB and 1690 Partners, LLC owns a 48.9% limited partnership interest in CB. * Mount Laurel Corporate Center: ML Spectrum Partners, LLC owned a 22.1% tenant-in-common interest in an approximately 87,011 square foot office building located at the intersection of Route 73 and Howard Boulevard in Mount Laurel, Burlington County, New Jersey. Wells Fargo Commercial Mortgage Servicing services the first lien CMBS loan on this property. The Debtor is the 100% owner of ML Spectrum Partners DE, LLC which is the 100% owner of ML Spectrum Partners, LLC which owned a 22.1% tenant-in-common interest in the Mount Laurel Corporate Center. * Gwynedd Corporate Center: GCC Building Associates, LP owned a 75.03% tenant-in-common interest in Buildings l and 2 and 100% of Building 3 in this three-building, approximately 122,803 square foot office complex located on PA Route 63 (Welsh Road) in North Wales, Montgomery County, Pennsylvania. The property is formed as a condominium known as the Gwynedd Corporate Center, a Condominium. Shem Creek GCC, LLC has a first lien on each of the condominium units comprising the property. A copy of the First Modified Third Amended Liquidating Plan is available at http://tinyurl.com/y6jjf8ytfrom Pacermonitor.com at no charge. About Spectrum Alliance LP Based in North Wales, Pennsylvania, Spectrum Alliance LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-14250) on June 20, 2017. James R. Wrigley, president, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $50 million to $100 million. Judge Jean K. FitzSimon presides over the case. Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as financial advisor. Andrew Vara, acting U.S. trustee for Region 3 has appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Spectrum Alliance, LP. STALEY EXPEDITE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Staley Expedite, LLC as of Feb. 22, according to a court docket. About Staley Expedite Based in Weirsdale, Florida, Staley Expedite, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04436) on Dec. 21, 2018, estimating under $1 million in both assets and liabilities. Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's counsel. TDE OF ILLINOIS: Allowed to Use PNC Cash Collateral Until March 15 ------------------------------------------------------------------ The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois has entered an eighth order extending TDE of Illinois Inc.'s use of cash collateral under the terms of the Second Interim Order through March 15, 2019 pursuant to the Budget. The Debtor's use of cash collateral is set for further hearing on March 12, 2019 at 10:00 a.m. In addition to all other financial and disclosures required by the Second Interim Order, the Debtor must provide the following documents to PNC on Feb. 22 and March 8, 2019: (a) Profit and loss statement for the period July 9, 2018 to the date of the statement; (b) Statement of cash flows for the period July 9, 2018 to the date of the statement; (c) Profit and loss statement for the period Feb. 1, 2019 to the date of the statement; and (d) Statement of cash flows for the period Feb. 1, 2019 to the date of the statement. The Debtor must provide PNC, each Friday during the Term of the Eighth Order, with a statement or similar documents showing the activity in its bank accounts. The Debtor is also directed to provide to PNC, on or before March 8, 2019, a spreadsheet showing the actual expenditures of the Debtor between Feb. 7 and the week ending March 1, 2019 compared to the projections on the Budget. Moreover, the Debtor is directed to pay all adequate protection payments due to PNC under the previous cash collateral order. A full-text copy of the Order is available at http://bankrupt.com/misc/ilnb18-19211-139.pdf About TDE of Illinois TDE Group, Inc., based in Solon, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 06-12890) on July 10, 2006. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Randolph Baxter oversees the case. The Debtor hired The Law Office of William J. Factor, Ltd., as bankruptcy counsel. TECHNICAL COMMUNICATIONS: Gets Noncompliance Notice from Nasdaq --------------------------------------------------------------- Technical Communications Corporation received notice from the Nasdaq Listing Qualifications department of the Nasdaq Stock Market on Feb. 19, 2019, that, because the Company had not yet filed its Form 10-Q for the period ended Dec. 29, 2018, and because the Company remains delinquent in filing its Form 10-K for the period ended Sept. 29, 2018, the Company was not in compliance with Nasdaq continued listing Rule 5250(c)(1), which rule requires companies with securities listed on Nasdaq to timely file all required periodic reports with the U.S. Securities and Exchange Commission. Pursuant to such notice, the Company will have until March 4, 2019 to submit a plan to Nasdaq to regain compliance; if the plan is accepted, Nasdaq can grant an exception of up to 180 days from the due date of the Filing, or until July 15, 2019, to regain compliance. The Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended Dec. 29, 2018 and Annual Report on Form 10-K for fiscal year ended Sept. 29, 2018 is primarily due to certain changes to the Company's revenue recognition policy and its application, which have impacted the filing of its 2018 Form 10-K, Q1 2019 Form 10-Q and related financial statements, and the reliance on certain other previously issued financial statements. The Company will complete the required filings as soon as practical after its current and former independent registered public accounting firms review and complete the audits of such financial statements. The Company is currently working with its current and former independent registered public accounting firms to complete such audits and restatements, and will provide information to Nasdaq in its plan to regain compliance as to the expected filing date of the Filing, although at this time the Company does not have an estimate as to the date such Filing will be made. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com/-- specializes in secure communications systems and customized solutions, supporting its CipherONE best-in-class criteria, to protect highly sensitive voice, data and video transmitted over a wide range of networks. Government entities, military agencies and corporate enterprises in 115 countries have selected TCC's proven security to protect their communications. Technical Communications reported a net loss of $1.43 million for the year ended Sept. 30, 2017, compared to a net loss of $2.47 million for the year ended Oct. 1, 2016. As of June 30, 2018, the Company had $3.84 million in total assets, $481,543 in total current liabilities and $3.36 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Mass., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. TELEXFREE LLC: Hires Fisher Auction as Real Estate Broker --------------------------------------------------------- Stephen B. Darr, the Chapter 11 Trustee of TelexFree, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Fisher Auction Company, Inc., as real estate broker to the Debtors. TelexFree, LLC, requires Fisher Auction to market and sell the Debtors' real property located at 4506 San Mellina Drive, Coconut Creek, Florida 33073. Fisher Auction will be paid a commission of 6% of the purchase price. Lamar Fisher, partner of Fisher Auction Company, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fisher Auction can be reached at: Lamar Fisher FISHER AUCTION COMPANY, INC. 2112 East Atlantic Blvd. Pompano Beach, FL 33062 Tel: (954) 942-0917 About TelexFree, LLC TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. TelexFREE estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Alvarez & Marsal North America, LLC, is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee. TEPPANYAKI BOX: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Feb. 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Teppanyaki Box LLC. About Teppanyaki Box LLC Teppanyaki Box LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00327) on February 12, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $50,000. The case has been assigned to Judge Frank L. Kurtz. TERRAVISTA PARTNERS: Has Final OK to Use Fannie Mae Cash Collateral ------------------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas has signed a final order authorizing Terravista Partners - Hidden Village Ltd. to use cash collateral to avoid immediate and irreparable harm to Terravista and its bankruptcy estate. Federal National Mortgage Association -- a creditor who asserts a security interest in cash collateral -- is granted the following non-exclusive adequate protection: (i) a replacement lien and security interest (securing payment of an amount equal to the amount of cash collateral, if any, used by Debtor, including, without limitation, any diminution in value of the cash collateral) on all of Debtor's accounts receivables and proceeds thereof to the extent acquired after the Petition Date. However, the ad valorem tax liens currently held by Bexar County incident to any real property or tangible personal property will neither be primed by nor subordinated to any liens granted in the Final Order; and (ii) a monthly payment of $29,000, as set forth in the Budget, which may be applied by Fannie Mae in accordance with the terms of the pre-petition loan documents between Fannie Mae and Debtor. The Debtor's use of cash collateral under the terms of the Final Order will expire upon the earlier of: (i) the Effective Date of a confirmed plan of reorganization; (ii) the conversion of Debtor's case to a case under chapter 7 of the bankruptcy code; (iii) the appointment of a chapter 11 trustee or receiver in Debtor's case; or (iv) May 31, 2019. A full-text copy of the Final Order is available at http://bankrupt.com/misc/txwb18-52901-46.pdf About Terravista Partners Terravista Partners - Hidden Village, Ltd., d/b/a Hidden Village Apartments, d/b/a Hidden Village Apartment Homes, is a real estate lessor headquartered in San Antonio, Texas. Terravista Partners - Hidden Village filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52901) on Dec. 4, 2018. The petition was signed by Philip W. Stewart, president of Terravista - Hidden Village Corporation. At the time of filing, the Debtor estimated $1 million to $10 million in assets and the same range of liabilities. The case is assigned to Judge Craig A. Gargotta. THINGS REMEMBERED: Allowed to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Things Remembered Inc. and its affiliates to use cash collateral for the A hearing on the Debtors' request for a Final Order approving the Cash Collateral Motion is scheduled for Feb. 28, 2019 at 11:00 a.m. The Debtors' authorization and the Prepetition Secured Parties' consent, to use cash collateral in accordance with the Interim Order will terminate on the earliest to occur of: (i) Jun 1, 2019; (ii) the termination or non-consensual modification of the Interim Order or the failure of the Interim order to be in full force and effect’ (iii) the entry of an order of the Court terminating the Debtors' right to use cash collateral; (iv) the dismissal of any of the Chapter 11 Cases or the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; and (v) the appointment of a trustee or an examiner with expanded powers. The Debtors will maintain casualty and loss insurance coverage for the Prepetition Collateral and the collateral on substantially the same basis as maintained prior to the Petition Date. The Prepetition Agent for the benefit of the Prepetition Secured Parties are granted an additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected, nunc pro tunc to the Petition Date, postpetition security interest in and lien on all present and after-acquired property and assets of the Debtors of any nature whatsoever, whether real or personal, tangible or intangible, wherever located. Pursuant to Bankruptcy Code Section 507(b), the Prepetition Agent for the benefit of the Prepetition Secured Parties, are granted an allowed superpriority administrative expenses claim in each of the Chapter 11 cases or Successor Case, for the diminution in the value of the Prepetition Collateral, if any, subsequent to the Petition Date, which claims will be junior only to the Carve Out, but will be senior to and have priority over all other administrative expenses. The Debtors will pay in cash, without the need for the filing of formal fee applications: (i) the reasonable and documented out-of-pocket professional fees, expenses and disbursements incurred by the Prepetition Secured Parties under the Loan Documents arising prior to the Petition Date; and (ii) the reasonable and documented out-of-pocket professional fees, expenses, and disbursements incurred by the Prepetition Secured Parties under the Loan Documents arising subsequent to the Petition Date. As further adequate protection, the Debtors will pay, in cash, interest to the Prepetition Secured Parties at the non-default rate in effect as of the Petition Date at such times as provided for and in accordance with the Loan Documents. The Prepetition Agent will be authorized to apply as adequate protection the proceeds of Cash Collateral to reimburse the Prepetition Agent an amount equaling the provisional credit provided to the Debtors for such returned or reversed electronic fund transfer. The Prepetition Secured Parties have conditioned the Debtors' use of cash collateral on compliance with the following milestones: (a) Entry of an interim order approving the Debtors' Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Assume the Consultant Agreement, (II) Approving Procedures for Store Closing Sales, (III) Approving the Implementation of a Customary Store Bonus Program and Payments to Non-Insiders Thereunder, and (IV) Granting Related Relief (GOB Sale Motion), within 3 business days of the Petition Date and entry of a final order in form and substance reasonably acceptable to the Prepetition Agent approving the GOB Sale Motion within 30 days of the Petition Date; (b) Filing of bid procedures motion for the sale of substantially all of the Debtors' assets, together with one or more stalking horse asset purchase agreements, reasonably acceptable to the Prepetition Agent, as applicable, no later than 2 calendar days after the Petition Date; (c) Entry of an order approving the Bid Procedures and other sale-related procedures and protections by the date that is 21 days from the Petition Date; (d) Commencement of an auction of substantially all of the Debtors' assets by the date that is 28 calendar days from the Petition Date; (e) Within 30 calendar days from the Petition Date, the Debtors will obtain entry of an order approving the sale of certain of the Debtors' assets related thereto as contemplated in the applicable Stalking Horse Agreement, which provides that the net sale proceeds will be applied to the Prepetition Secured Obligations; and (f) Closing of the sale provided for in the Sale Order by the date that is 32 calendar days from the Petition Date. As used in the Interim Order, Carve Out means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee; (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy code; (iii) to the extent allowed at any time, all unpaid fees and expenses incurred by the persons or firms retained by the Debtors and the Creditors' Committee at any time before or on the first business day following deliver of a Carve Out Trigger Notice; and (iv) allowed professional fees of professional persons in an aggregate amount not to exceed $400,000 incurred after the first business day following deliver of a Carve Out Trigger Notice. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/deb19-10234-70.pdf About Things Remembered Things Remembered, Inc., along with affiliates, are multi-channel personalized apparel and accessory retailers. Their retail approach focuses on customized gifts for milestone occasions such as weddings, birthdays, holidays, and graduations. The Company offers their merchandise through their catalog, e-commerce website, and approximately 400 stores in shopping malls throughout the United States and Canada. They are headquartered in Highland Heights, Ohio. Things Remembered, along with two affiliates, filed for bankruptcy on February 6, 2019 (Bankr. D.Del., Case No. 19-10234). The petition was signed by Robert J. Duffy, chief restructuring officer. Judge Kevin Gross presides over the Debtors' cases. The Debtors have $50 million to $100 million in estimated assets and $100 million to $500 million in estimated liabilities. Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy counsel and Kirkland & Ellis LLP serves as general bankruptcy counsel. Berkeley Research Group, LLC serves as restructuring advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., Inc. as financial advisor and investment banker; and Prime Clerk, LLC as notice and claims agent. Davies Ward Phillips & Vineberg LLP serves as acting Canadian counsel. * * * The Debtors have a stalking horse bid from Enesco LLC, an international giftware business that is a portfolio company of Balmoral Funds LLC. The Stalking Horse Bid is for $17.5 million in cash, subject to post-closing adjustments, and includes a $3 million earnest money deposit. Andrew Vara, acting U.S. trustee for Region 3, on Feb. 15, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. THINGS REMEMBERED: Hires Kirkland & Ellis as Attorney ----------------------------------------------------- Things Remembered, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Kirkland & Ellis LLP, and Kirkland & Ellis International LLP, as attorney to the Debtors. Things Remembered requires Kirkland & Ellis to: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiating with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advise the Debtors in connection with any potential sale of assets; h. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advise the Debtors regarding tax matters; j. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and k. perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Kirkland & Ellis will be paid at these hourly rates: Partners $1,025 to $1,795 Of Counsel $595 to $1,705 Associates $595 to $1,125 Paraprofessionals $235 to $460 On December 6, 2018, the Debtors paid $350,000 to Kirkland & Ellis. Subsequently, the Debtors paid to Kirkland additional advance payment retainer totaling $2,269,020.93 in the aggregate. Kirkland & Ellis will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following were provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Kirkland & Ellis' current hourly rates for services rendered on behalf of the Debtors range as follows: Partners $1,025-$1,795; Of Counsel $595-$1,705; Associates $595-$1,125; Paraprofessionals $235- $460. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, for the period from February 6, 2019 through May 4, 2019. Christopher T. Greco, partner of Kirkland & Ellis LLP, and Kirkland & Ellis International 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. Kirkland & Ellis can be reached at: Christopher T. Greco, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 E-mail: Christopher.greco@kirkland.com About Things Remembered Things Remembered, Inc., along with affiliates, are multi-channel personalized apparel and accessory retailers. Their retail approach focuses on customized gifts for milestone occasions such as weddings, birthdays, holidays, and graduations. The Company offers their merchandise through their catalog, e-commerce website, and approximately 400 stores in shopping malls throughout the United States and Canada. They are headquartered in Highland Heights, Ohio. Things Remembered, along with two affiliates filed for Chapter 11 bankruptcy (Bankr. D.Del. Case No. 19-10234) on Feb. 6, 2019. In the petitions signed by CRO Robert J. Duffy, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Kevin Gross oversees the Debtors' cases. Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy counsel and Kirkland & Ellis LLP serves as general bankruptcy counsel. Berkeley Research Group, LLC, serves as restructuring advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., Inc., as financial advisor and investment banker; and Prime Clerk, LLC, as notice and claims agent. Davies Ward Phillips & Vineberg LLP serves as acting Canadian counsel. * * * The Debtors have a stalking horse bid from Enesco LLC, an international giftware business that is a portfolio company of Balmoral Funds LLC. The stalking horse bid is for $17.5 million in cash, subject to post-closing adjustments, and includes a $3 million earnest money deposit. THINGS REMEMBERED: Hires Malfitano as Asset Disposition Advisor --------------------------------------------------------------- Things Remembered, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Malfitano Advisors, LLC, as asset disposition advisor and consultant to the Debtors. Things Remembered requires Malfitano to: (a) advise the Debtors regarding the disposition of selected business assets, including designated inventory, furniture, fixtures, and equipment; (b) review and advise with respect to issues associated with any planned closures, including timing and coordination; (c) identify and contact proposed purchasers of select business operations or assets; (d) review and inspect the Debtors' assets as may be requested by the Debtors, including, but not limited to inventory and fixed assets; and (e) attend meetings, as requested, with the Debtors, their lenders, any official or unofficial committee of creditors that may be appointed, potential investors, and other parties in interest. Malfitano will be paid at these hourly rates: Joseph Malfitano $725 Financial Analysts $425 Field Directors $100 to $200 On Jan. 21, 2019, the Debtors paid Malfitano in the amount of $75,000 as an initial retainer. On Jan. 24, 2019, the Debtors paid Malfitano $39,545 to replenish the initial retainer and on Jan. 31, 2019, the Debtors paid Malfitano $12,330 to replenish the initial retainer to a total of $75,000. As of the Petition Date, Malfitano is holding $63,838 as a retainer. Malfitano will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Malfitano, a partner at Malfitano Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and its estates. Malfitano Advisors, LLC can be reached at: Joseph A. Malfitano MALFITANO ADVISORS LLC 747 3rd Avenue, 2nd Floor New York, NY 10017 Tel: (646) 776-0155 About Things Remembered Things Remembered, Inc., along with affiliates, are multi-channel personalized apparel and accessory retailers. Their retail approach focuses on customized gifts for milestone occasions such as weddings, birthdays, holidays, and graduations. The Company offers their merchandise through their catalog, e-commerce website, and approximately 400 stores in shopping malls throughout the United States and Canada. They are headquartered in Highland Heights, Ohio. Things Remembered, along with two affiliates filed for Chapter 11 bankruptcy (Bankr. D.Del. Case No. 19-10234) on Feb. 6, 2019. In the petitions signed by CRO Robert J. Duffy, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Kevin Gross oversees the Debtors' cases. Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy counsel and Kirkland & Ellis LLP serves as general bankruptcy counsel. Berkeley Research Group, LLC serves as restructuring advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., Inc. as financial advisor and investment banker; and Prime Clerk, LLC as notice and claims agent. Davies Ward Phillips & Vineberg LLP serves as acting Canadian counsel. * * * The Debtors have a stalking horse bid from Enesco LLC, an international gift-ware business that is a portfolio company of Balmoral Funds LLC. The stalking horse bid is for $17.5 million in cash, subject to post-closing adjustments, and includes a $3 million earnest money deposit. THINGS REMEMBERED: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Things Remembered, Inc. and its affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware for postpetition use of cash collateral. The Debtors requires immediate access to liquidity to ensure that they are able to continue operating during these chapter 11 cases, proceed with the going-concern sale and store closing process, and preserve the value of their estates for the benefit of all parties in interest. Prior to the Petition Date, the Debtors engaged in negotiations with the lenders, Cortland Capital Market Services LLC (in its capacity as administrative agent and agent for both the revolving credit facility lenders and term loan lenders under that certain Credit Agreement), and counsel to Cortland, regarding the consensual use of Cash Collateral during these chapter 11 cases. Cortland and the lenders under the Prepetition Credit Agreement agreed to the consensual use of cash collateral instead of incurring new post-petition financing obligations will preserve estate assets for the benefit of all creditors by minimizing the incurrence of additional costs and obligations to fund these chapter 11 cases. As of the Petition Date, the revolving credit facility has approximately $18.72 million outstanding, with a maturity date of Feb. 28, 2019, and the term loan has an outstanding principal amount of approximately $124.9 million (including fees, costs, and expenses), after giving effect to the increase as a result of payment-in-kind interest payments, with a maturity date of Feb. 29, 2020. The Debtors propose to provide the Secured Parties with four primary forms of adequate protection: (a) The Debtors will provide adequate protection liens to the Secured Parties to the extent of any diminution in value of their interests in the Prepetition Collateral, including Cash Collateral, subject to the Carve Out. (b) The Debtors will grant the Secured Parties allowed superpriority administrative claims pursuant to section 507(b) of the Bankruptcy Code, which superpriority claims will have priority over all administrative expenses of the kind specified in, or ordered pursuant to, any provision of the Bankruptcy Code, subject to the Carve Out. (c) The Debtors will pay the reasonable and documented out-of-pocket professional fees, expenses, and disbursements incurred by the Prepetition Secured Parties. (d) The Debtors will pay interest to the Prepetition Secured Parties at the non-default rate in effect as of the Petition Date in accordance with the terms of the Loan Documents. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/deb19-10234-22.pdf About Things Remembered Things Remembered, Inc., along with affiliates, are multi-channel personalized apparel and accessory retailers. Their retail approach focuses on customized gifts for milestone occasions such as weddings, birthdays, holidays, and graduations. The Company offers their merchandise through their catalog, e-commerce website, and approximately 400 stores in shopping malls throughout the United States and Canada. They are headquartered in Highland Heights, Ohio. Things Remembered, along with two affiliates, filed for bankruptcy on February 6, 2019 (Bankr. D.Del., Case No. 19-10234). The petition was signed by Robert J. Duffy, chief restructuring officer. Judge Kevin Gross presides over the Debtors' cases. The Debtors have $50 million to $100 million in estimated assets and $100 million to $500 million in estimated liabilities. Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy counsel and Kirkland & Ellis LLP serves as general bankruptcy counsel. Berkeley Research Group, LLC serves as restructuring advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., Inc. as financial advisor and investment banker; and Prime Clerk, LLC as notice and claims agent. Davies Ward Phillips & Vineberg LLP serves as acting Canadian counsel. * * * The Debtors have a stalking horse bid from Enesco LLC, an international giftware business that is a portfolio company of Balmoral Funds LLC. The Stalking Horse Bid is for $17.5 million in cash, subject to post-closing adjustments, and includes a $3 million earnest money deposit. THOMAS DEE ENGINEERING: A. Widener Appointed as Committee Member ---------------------------------------------------------------- The U.S. Trustee for Region 17 on Feb. 22 appointed Arthur Widener as new member of the official committee of unsecured creditors in the Chapter 11 case of Thomas Dee Engineering Co., Inc. Mr. Widener is represented by: Alan Brayton, Esq. Bryn Letsch, Esq. Brayton Purcell LLP 222 Rush Landing Road Novato, CA 94948 Phone: 415-895-2669 Fax: 415-898-1247 The bankruptcy watchdog had earlier appointed Beth Harris and Deborah McNutt, court filings show. About Thomas Dee Engineering Thomas Dee Engineering Co, Inc., is a foundation, structure, and building exterior contractor headquartered in San Rafael, California. Thomas Dee Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31266) on Nov. 26, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Hannah L. Blumenstiel. The Debtor tapped Goodrich & Associates as its legal counsel. TITAN MEDICAL: BDO Canada LLP Raises Going Concern Doubt -------------------------------------------------------- Titan Medical Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 6-K, disclosing a Net and Comprehensive Loss of $22,639,272 on $0 of Revenue for the year ended Dec. 31, 2018, compared to a Net and Comprehensive Loss of $33,586,984 on $0 of Revenue for the year ended in 2017. The audit report of BDO Canada LLP states that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $21,915,164, total liabilities of $17,698,055, and a total shareholders' equity of $4,217,109. A copy of the Form 6-K is available at: https://is.gd/sULE3a Titan Medical Inc., a development stage company, focuses on design and development of robotic surgical system for application in minimally invasive surgery (MIS). The Company is developing SPORT Surgical System, a single-port robotic surgical system that comprises a surgeon-controlled patient cart, which includes a 3D vision system and multi-articulating instruments for performing MIS procedures; and a surgeon workstation that provides the surgeon with ergonomic interface to the patient cart and a 3D endoscopic view inside the patient's body during MIS procedures. The SPORT Surgical System enables surgeons to perform various surgical procedures for general abdominal, gynecologic, urologic, and colorectal indications. The Company is headquartered in Toronto, Canada. TOTAL COMM SYSTEMS: Treatment of Secured Tax Claimants Amended -------------------------------------------------------------- Total Comm Systems, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania its proposed third amended plan of reorganization, which amends the treatment of Class 3 secured tax claims. Class 3 Claimants are holders of Secured Tax Claims with secured positions in the Debtor's property. Class 3 consists of the State of New Jersey Division of Taxation, holding Secured Claims of approximately $8, 946.74 instead of $16,382.72 provided in the previous plan; the State of New Jersey Department of Labor, holding Secured Claims of approximately $7,435.98; the Commonwealth of Pennsylvania Department of Revenue, holding Secured Claims of approximately $25,500.94; and the Commonwealth of Pennsylvania Department of Labor and Industry, holding Secured Claims of approximately $182,650.53. Class 3 Claims total approximately $224.534.19 and will be treated as follows: a. Following a final determination of the allowed amount of each Class 3 Secured Claim, regular equal monthly payments will be made for the Allowed Secured amount of the Class 3 Claims; and b. Monthly payments of the Allowed Class 3 Claims will commence the first day of the first calendar month after the Effective Date and continue monthly such that the Allowed Class 3 Claims are paid within 60 months of the Petition Date; and c. Interest on the Allowed Class 3 Claims will accrue at the rate of 4% unless otherwise specified herein. The interest on the following creditor's claims will accrue at the rate of: 15% for the State of New Jersey Division of Taxation; 8.25% for the State of New Jersey Division of Labor; 6% interest for the Pennsylvania Department of Labor; 6% interest for the Pennsylvania Department of Revenue; and 6% interest for the IRS. d. The Class 3 Creditors will maintain any lien, encumbrance, and/or security interest in the Property or assets of the Debtor until the conclusion of this Plan as they relate to the Secured Claims; and. e. Each Holder of a Class 3 Claim shall retain its claim until paid in full according to this Plan. A copy of the redlined Third Amended Plan is available at https://is.gd/Ip3sYH from Pacermonitor.com at no charge. About Total Comm Systems Based in Bristol, Pennsylvania, Total Comm Systems, Inc., is a provider of engineering, construction, excavation, installation, and maintenance services for the telecommunications industry. Total Comm previously sought bankruptcy protection (Bankr. E.D. Pa. Case No. 16-15530) on Aug. 3, 2016. Total Comm Systems again filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-10525) on Jan. 29, 2018. In the petition signed by Michael H. Pollitt, president, the Debtor estimated assets of $500,000 to $1 million and liabilities of $1 million to $10 million at the time of the filing. The case is assigned to Judge Eric L. Frank. Thomas Daniel Bielli, Esq., at Bielli & Klauder, LLC, is the Debtor's counsel. TOTAL FINANCE: Hires Kurtzman as Claims and Noticing Agent ---------------------------------------------------------- Total Finance Investment Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Kurtzman Carson Consultants LLC, as claims and noticing agent to the Debtors. Total Finance requires Kurtzman to: a. prepare and serve required notices and documents in the bankruptcy case in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtor and the Court, including (i) notice of the commencement of the case and the initial meeting of creditors under the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notice of transfer of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtor's plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of the case; b. maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a core mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; updated said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the bankruptcy Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number and title of the pleading served, (ii) a list of persons to whom it was mailed, in alphabetical order, with their addresses, (iii) the manner of service ,and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. maintain the official claims register for the Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Registers the following information for each claim docketed (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; i. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; j. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); k. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Kurtzman, not less than weekly; l. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; m. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; o. identify and correct any incomplete or incorrect addresses in any mailing or service lists; n. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and call center; o. if the case is converted to Chapter 7, contact the Clerk's Office within three (3) days of the notice to Kurtzman of entry of the order converting the case; p. thirty (30) days prior to the close of the bankruptcy case, request the Debtor submits to the Court a proposed Order dismissing Kurtzman and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of the bankruptcy case; q. within seven (7) days of notice to Kurtzman of entry of an order closing the Chapter 11 case, provide to the bankruptcy Court the final version of the claims register as of the date immediately before the close of the case; and r. at the close of the bankruptcy case, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's Office. s. provide such other related claims and noticing services as the Debtors may require in connection with these chapter 11 cases. Kurtzman will be paid based upon its normal and usual hourly billing rates. Kurtzman will be paid a retainer in the amount of $30,000. Kurtzman will also be reimbursed for reasonable out-of-pocket expenses incurred. Kurtzman will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Jordan, a managing director at KCC, 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. Kurtzman can be reached at: Robert Jordan KURTZMAN CARSON CONSULTANTS, LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 About Total Finance Investment Founded in 2000, Total Finance Investment and its subsidiaries -- http://www.totalfinance.net/-- are operators of buy-here, pay-here (BHPH) used automobile dealership in Illinois and in the greater Chicagoland area. The Company sold used vehicles at their dealership locations, provided financing to customers to facilitate their purchase of the Company's vehicles and certain add-on products, and operated an independent insurance broker through which the Company helped their customers secure automobile insurance coverage from third-party insurance providers. Total Finance Investment Inc. and 6 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carol A. Doyle oversees the case. The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel; TOGUT, SEGAL & SEGAL LLP as special counsel; DEVELOPMENT SPECIALISTS, INC., as interim management services provider; PORTAGE POINT PARTNERS, LLC, as financial advisor; KEEFE, BRUYETTE & WOODS and MILLER BUCKFIRE & CO., LLC as investment banker; and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing agent. TOTAL FINANCE: U.S. Trustee Forms 5-Member Committee ---------------------------------------------------- The Office of the U.S. Trustee on Feb. 22 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Total Finance Investment, Inc. and its affiliates. The committee members are: (1) Daisy Sanchez 4107 West Wellington Avenue, Apt. 1 Chicago, IL 60641 (2) Charles Policzcuk 412 Dundee Avenue Barrington, IL 60010 (3) Carolina Ramirez Lopez c/o Joseph Seifert 757 North Broadway, #300 Milwaukee, WI 53202 (4) Christopher Beaudoin c/o Nathan DeLadurantey 330 South Executive Drive, Suite 109 Brookfield, WI 53005 (5) Reginald Daniels 270 Leyland Lane Aurora, IL 60504 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. About Total Finance Investment Founded in 2000, Total Finance Investment and its subsidiaries -- http://www.totalfinance.net/-- are operators of buy-here, pay-here (BHPH) used automobile dealership in Illinois and in the greater Chicagoland area. The Company sold used vehicles at their dealership locations, provided financing to customers to facilitate their purchase of the Company's vehicles and certain add-on products, and operated an independent insurance broker through which the Company helped their customers secure automobile insurance coverage from third-party insurance providers. Total Finance Investment Inc. and 6 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carol A. Doyle oversees the case. The Debtors tapped Sidley Austin LLP as bankruptcy counsel; Togut, Segal & Segal LLP as special counsel; Development Specialists, Inc. as interim management services provider; Portage Point Partners, LLC as financial advisor; Keefe, Bruyette & Woods and Miller Buckfire & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. TRANSPORTATION AND LOGISTICS: Management Raises Going Concern Doubt ------------------------------------------------------------------- Transportation and Logistics Systems, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $8,469,145 on $5,895,160 of revenues for the three months ended Sep. 30, 2018, compared to a net loss of $752 on $459,248 of revenues for the same period in 2017. At Sep. 30, 2018 the Company had total assets of $5,953,273, total liabilities of $22,231,544, and $16,278,271 in total stockholders' deficit. The Company states, "We had a net loss of $22,919,134 for the nine months ended September 30, 2018. The net cash used in operations was $235,843 for the nine months ended September 30, 2018. Additionally, we had an accumulated deficit, shareholders' deficit, and a working capital deficit of $23,663,913, $16,278,271 and $19,741,396, respectively, at September 30, 2018. "Furthermore, the Company failed to make a required maturity date payment of principal and interest on certain of its convertible debt instruments. As of the date of this report the lender has not notified the Company of default and has not exercised any of its remedies provided for in these notes. One of the remedies the lender may request is an immediate repayment of the loan at 125% of the principal balance, which would result in the recording of $127,500 of penalty expense and the related liability. "Additionally, we were in default on a convertible note due to the late filing of this report on Form 10-Q. Remedies this lender may request is an immediate repayment of the loan at 125% of the principal balance, which would have resulted in the recording of $624,375 of penalty expense and the related liability and an increase in the interest rate to 24% annually. On December 27, 2018, the lender waived any and all defaults in existence on the Note and we agreed to issue a warrant that is convertible into 2% of the issued and outstanding shares existing as the time the Company files a registration statement or makes an application to up list to a national stock exchange. "Additionally, the principal interest amount due under the Note was modified with a monthly payment of principal and interests due beginning on January 18, 2019 of $156,219 with all remaining principal and interest amounts on the Note due on December 18, 2019. In January 2019, the Company paid its first installment. "It is management's opinion that these factors raise substantial doubt about our ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. We are seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. Although we have historically raised capital from sales of common shares and from the issuance of convertible promissory notes, there is no assurance that we will be able to continue to do so." A copy of the Form 10-Q is available at: https://is.gd/k1B276 Transportation and Logistics Systems, Inc., an early stage company, provides integrated transportation management solutions in the United States. It also offers brokerage and logistics services, including transportation scheduling, routing, and other services related to the transportation of automobiles and other freight. The Company was formerly known as PetroTerra Corp. and changed its name to Transportation and Logistics Systems, Inc. in July 2018. The Company is based in West Palm Beach, Florida. UMA AVENTURA: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Uma Aventura LLC as of Feb. 22, according to a court docket. About Uma Aventura LLC Uma Aventura LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-26096) on Dec. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case has been assigned to Judge Robert A. Mark. The Debtor tapped Advantage Law Group, P.A. as its legal counsel. UNITI GROUP: Moody's Lowers CFR to Caa2, Outlook Negative --------------------------------------------------------- Moody's Investors Service has downgraded Uniti Group Inc.'s corporate family rating (CFR) to Caa2 from Caa1 following the downgrade of Windstream Services, LLC (Windstream). As Uniti's largest tenant and main source of revenue, Windstream's credit profile influences the ratings and outlook of Uniti. The downgrade of Windstream was prompted by the US District Court Southern District of New York (the Court) ruling on February 15 against Windstream in a case involving Aurelius Capital Management (Aurelius) and U.S. Bank N.A. (US Bank). The Court concluded that Aurelius is entitled to the relief it seeks, awarding a money judgment in an amount of approximately $310 million plus interest. Moody's views this legal outcome for Windstream as a negative that increases default risk and impairs refinancing actions that might have further strengthened its balance sheet in the intermediate term. Moody's has also downgraded Uniti's probability of default rating (PDR) to Caa2-PD from Caa1-PD, its senior secured debt rating to Caa1 from B3 and its unsecured debt rating to Ca from Caa3. Uniti's speculative grade liquidity (SGL) rating remains at SGL-3, but Moody's notes liquidity could be negatively impacted if lease payments from Windstream are renegotiated meaningfully lower under default or restructuring scenarios. The outlook remains negative. Aurelius is a noteholder of Windstream's 6.375 percent Senior Notes due 2023 (the Notes) and US Bank is the trustee of the associated 2013 Indenture governing the Notes. While Uniti was not a party to this Windstream litigation, the Court ruled the April 2015 sale of Windstream's network assets to Uniti and subsequent indirect leaseback through Windstream's holding company parent, Windstream Holdings, Inc., violated the 2013 Indenture by engaging in an impermissible Sale and Leaseback Transaction under its terms. Further, the Court ruled that Windstream also failed to waive or cure this breach through subsequent maneuvers in 2017, which included exchange offers and consent solicitations. The Court also said that Aurelius shall confer with the other parties and draft a proposed judgment consistent with the Court's ruling, and shall file it on the Court's Electronic Case Filing system for the Court's approval no later than February 25, 2019. While this adverse ruling raises uncertainty for Windstream, including the possibility of a restructuring or bankruptcy filing, Windstream indicated it was continuing to evaluate its options, including post-trial motions and an appeal. Despite efforts to diversify its revenue, Uniti's concentrated business exposure to Windstream weighs on the company's credit profile. In a February 19, 2019 press release, Uniti stated that the validity of its master lease agreement with Windstream was not impacted by the Court ruling, and that access to its network remains critical to Windstream's operations and ability to serve its customers. Affirmations: Issuer: Uniti Group Inc. - Speculative Grade Liquidity Rating, Affirmed SGL-3 Downgrades: Issuer: Uniti Group Inc. - Corporate Family Rating, Downgraded to Caa2 from Caa1 - Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD - Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) - Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD3) from B3 (LGD3) - Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: Uniti Group Inc. - Outlook, Remains Negative RATINGS RATIONALE Uniti's Caa2 CFR, no longer in line with Windstream (Caa3 negative) but now one-notch above, primarily reflects the importance of the assets Windstream leases from Uniti. Uniti likely has a stronger bargaining position on any potential lease renegotiation with Windstream in a restructuring or bankruptcy scenario as Windstream's viability is inextricably intertwined with these assets. While Uniti's rating remains linked with Windstream given its reliance upon Windstream for approximately 64% of its pro forma revenue, there are some scenarios under which Windstream defaults (as defined by Moody's) given its current distress and Uniti does not. As such, Moody's believes that the probability of default of Uniti is now less likely than the probability of default of Windstream. However, as the magnitude of any lease income reduction to Uniti under any lease renegotiation scenario is unknown, the CFR also factors in negative implications for Uniti's potential leverage, liquidity and capital market access. The degree of linkage between Uniti's rating with Windstream will only meaningfully diverge when Uniti diversifies its revenue stream such that Windstream represents less than half of Uniti's total revenue. The rating also contemplates Uniti's high leverage of around 6x (Moody's adjusted, pro forma for acquisitions) and its negative free cash flow as a result of its high dividend payout and the growing capital intensity of acquired businesses. Offsetting these limiting factors are Uniti's stable and predictable revenue, its high margins and the strong contract terms within the master lease agreement between it and Windstream Holdings, Inc. Uniti's recent fiber and tower acquisitions represent a growing degree of revenue diversification which may help to eventually create further ratings separation between it and Windstream. However, Uniti's financial policy, specifically its potential use of debt to fund M&A, its high dividend and high leverage constrain its rating. The ratings for the debt instruments reflect both the probability of default of Uniti, to which Moody's rates a PDR of Caa2-PD, and individual loss given default (LGD) assessments. Moody's rates Uniti's senior secured credit facilities and senior secured notes at Caa1 (LGD3), reflecting their enhanced collateral and priority claim on assets. Uniti's senior unsecured notes are rated Ca (LGD5), reflecting their junior position in the capital structure. The negative outlook reflects Uniti's linked credit profile to that of Windstream, which now faces heightened negative pressures as a result of the Court ruling. Even if certain scenarios, such as a distressed exchange at Windstream or Windstream's acceptance of the master lease within a bankruptcy restructuring, do not result in a specific default by Uniti itself such that Uniti's solvency continues, Moody's still believes that default and refinancing risks and continued negative results for Windstream will directly impact Uniti's credit profile. An upgrade of Uniti's ratings is unlikely in the foreseeable future given the dependency on Windstream's credit profile. Absent the current default and refinancing risk uncertainties at Windstream, should Uniti diversify its revenue base such that the master lease agreement comprises less than 50% of its revenue, the company's ratings would evolve to reflect the weighted average credit profile of Windstream and the credit profile of Uniti's non-Windstream subsidiaries until such time that enough revenue diversity is achieved that a stand-alone assessment of Uniti's creditworthiness is warranted. Moody's believes that such a stand-alone assessment could be warranted when Uniti diversifies its base such that no single tenant represents more than 20% of total revenue or EBITDA. Moody's could lower Uniti's ratings if leverage were sustained above 7.5x or if there is further negative changes in the credit profile of Windstream. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Uniti Group Inc., formerly Communications Sales & Leasing, Inc. is a publicly traded, real estate investment trust (REIT) that was spun off from Windstream Holdings, Inc. in April of 2015. The majority of Uniti's assets are comprised of a physical distribution network of copper, fiber optic cables, utility poles and real estate which are under long term, exclusive master lease to Windstream. Over time, Uniti has acquired additional fiber assets that it operates as a stand-alone carrier, serving enterprise and communications customers. USA COMPRESSION: S&P Assigns 'B+' Rating on Senior Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to the proposed senior unsecured notes due 2027 issued by USA Compression Partners L.P. (USAC) and USA Compression Finance Corp. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of a payment default. At the same time, S&P revised its recovery rating on the partnership's existing 6.875% $725 million unsecured notes due 2026 to '4' from '3'. The partnership intends to use the net proceeds to refinance debt under its credit facility, which had $1.05 billion outstanding as of Dec. 31, 2018. Austin, Texas-based USAC is one of the largest independent providers of compression services in the U.S. in terms of compression fleet horsepower, with about 3.6 million horsepower as of Dec. 31, 2018. The partnership's total fleet utilization was 94% as of the same date. RATINGS LIST USA Compression Partners L.P. Issuer Credit Rating B+/Stable/-- New Rating USA Compression Partners L.P. USA Compression Finance Corp. Senior Unsecured Notes Due 2027 B+ Recovery Rating 4(35%) Issue Rating Unchanged; Recovery Rating Revised To From USA Compression Partners L.P. USA Compression Partners FinCo Senior Unsecured B+ B+ Recovery Rating 4(35%) 3(55%) VEHICLE ALIGNMENT: Unsecureds to Get 100% Over 4 Years ------------------------------------------------------ Vehicle Alignment, Brake & Tires Inc. filed an amended Chapter 11 Plan of Reorganization and accompanying disclosure statement to, among other things, reduce the number of years secured and unsecured creditors are expected to be paid under the Plan from eight years to four years from the Effective Date. Class 10 consists of the general unsecured creditors. Each holder of an allowed Class 10 claim will be a primary beneficiary of the Unsecured Creditor Trust and, as such, will receive a pro rata share of the funds in the Unsecured Creditor Trust until allowed Class 10 claims are paid in full. The total Class 10 unsecured claims filed or scheduled against the Debtor are about $110,205. Estimated recovery is 100% over about four years. Priority tax claims. A priority tax claim is an unsecured claim arising in favor of a taxing authority that is entitled to priority treatment under § 507(a)(8) of the Bankruptcy Code. Each holder of an allowed priority tax claim will receive 48 equal monthly cash payments commencing on the effective date, with total payments equaling 100% of the amount of their allowed claims, with interest at 3% per annum. The IRS has asserted a priority claim of $24,616.76, and the Illinois Department of Revenue has asserted a priority claim of $5,015.16. Estimated recovery is 100% over a 48-month period from the Plan's effective date. Class 8 consists of priority claims, other than administrative expenses and priority tax claims. Priority claims will receive 48 monthly payments with interest at the rate of 3% per annum. The Debtor estimates that there are no Class 8 priority claims. Estimated recovery is 100% over 48 months. Class 11 consists of Great America's deficiency claim. The holder of an allowed Class 11 claims will be a primary beneficiary of the Unsecured Creditor Trust and, as such, will receive a pro rata share of the fund in the Unsecured Creditor Trust until allowed Class 11 claims are paid in full. The total Class 11 unsecured claims filed or scheduled against the Debtor are $22,924.20. Estimated recovery is 100% over about four years. Class 12 consists of Fundworks's deficiency claim. The holder of an allowed Class 12 claim will be a primary beneficiary of the Unsecured Creditor Trust and, as such, will receive a pro rata share of the funds in the Unsecured Creditor Trust until allowed Class 12 claims are paid in full. The total Class 12 unsecured claims filed or scheduled against the Debtor are $80,637.21. Estimated recovery is 100% over about four years. Class 16 consists of insider unsecured claims. Each holder of an allowed Class 16 claim will be a secondary beneficiary of the Unsecured Creditor Trust and, as such, will receive a pro rata share of the funds in the Unsecured Creditor Trust until allowed Class 16 claims are paid in full. As a tertiary beneficiary, the holder will receive payments only after claims in Classes 10, 11, and 12 are paid in full. The total Class 16 unsecured claims filed or scheduled against the Debtor are $195,146.84. Estimated recovery is 100% after claims in Classes 10, 11, and 12 are paid in full. A redlined version of the Amended Disclosure Statement is available at https://tinyurl.com/yy8hmowp from PacerMonitor.com at no charge. 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 oversees the case. The Debtor is represented by William J. Factor, Esq. at the Law Office Of William J. Factor, Ltd. VERNON PARK: Seeks to Hire Richard Walker as Accountant ------------------------------------------------------- Vernon Park Church of God seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Richard Walker and Co., as accountant to the Debtor. Vernon Park requires Richard Walker to: (a) assist the Debtors in the projections for the plan of reorganization and all the related financial documents; (b) provide general tax, financial and accounting services, including preparation of the monthly operating reports required by the U.S. Trustee; (c) provide general financial consulting and expert witness testimony if necessary and requested by the Debtor; and (d) perform other services as requested by the Debtor consistent with professional standards to aid the Debtors in its operations and reorganization. Richard Walker will be paid at the hourly rate of $150. Richard Walker will be paid a retainer in the amount of $500. Richard Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Walker, partner of Richard Walker and Co., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richard Walker can be reached at: Richard Walker RICHARD WALKER AND CO. 433 East 75th Street Chicago, IL 60619 Tel: (773) 846-6690 Fax: (773) 846-6688 About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. WHITETAIL AUTO: Seeks Access to Global Funding Cash Collateral -------------------------------------------------------------- Whitetail Auto Transport, LLC, seeks authorization from the U.S. Bankruptcy Court Northern District of Georgia for the interim use of cash collateral for its ordinary and necessary operating expenses. In connection with its operations, Debtor incurs expenses which include, but are not limited to, maintenance, fuel, repairs, utilities, taxes, insurance, fees and other operational and capital costs. In addition to these expenses listed on the Budget, the Debtor requests that it be permitted to use cash to pay all quarterly fees of the United States Trustee as they come due. The Debtor believes that Global Funding Experts, LLC may assert a security interest in the revenues, proceeds and accounts of the Debtor based upon that certain Merchant Agreement executed in December 2018 and a UCC Financing Statement. As of the purported default date, Global Funding claimed the balance owed by Debtor was $38,090. The Debtor, however, contests that Global Funding has a valid security interest in cash and accounts. The Debtor is, at this time, not aware of any other parties that may have a perfected security interest in Debtor's accounts receivable, accounts, cash or proceeds. The Debtor offers a post-petition replacement lien to Global Funding on cash: (a) to the extent of cash collateral actually expended; (b) on the same assets and in the same order of priority as currently exists; and (c) with Debtor's full reservation of rights with respect the validity, priority, enforceability, and/or extent of any lien of Global Funding. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb19-50513-25.pdf Whitetail Auto Transport, LLC, a vehicle hauling service company that owns 11 tractors and trailers, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-50513) on Jan. 10, 2019. The Debtor is represented by: Scott B. Riddle, Esq. Law Office of Scott B. Riddle, LLC 3340 Peachtree Road NE, Suite 1800 Atlanta GA 30326 Telephone: (404) 815-0164 Facsimile: (404) 815-0165 E-mail: scott@scottriddlelaw.com WILKENS 2003 TRUST: Hires Harris Law as Bankruptcy Counsel ---------------------------------------------------------- Wilkens 2003 Trust seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Harris Law Practice LLC as bankruptcy counsel to the Debtor. Wilkens 2003 Trust requires Harris Law to: a. examine and prepare record and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; b. prepare applications and proposed orders to be submitted to the Court; c. identify and prosecute of claims and causes of action assertable by the Debtor on behalf of the estate; d. examine proofs of claims anticipated to be filed and possible prosecution of objections to certain of such claims; e. advise the Debtor and prepare documents in connection with the contemplated ongoing operation of the Debtor's business, if any; f. assist and advise the Debtor in performing other official functions as set forth in Section 521, at seq., of the Bankruptcy Code; and g. advise and prepare a Plan of Reorganization, Disclosure Statement, and related documents, and confirmation of said Plan, as provided in Sec. 1101, et esq. of the Bankruptcy Code. Stephen Harris, Esq., the attorney who will be handling the case, will charge $400 per hour. The hourly fees for paraprofessional services range from $150 to $250. The Debtor paid the firm an advance retainer of $7,500. Mr. Harris and his firm do not represent any interest adverse to the Debtor's estate, and are "disinterest person" within the meaning of Sec. 101(14)and 327 of the Bankruptcy Code, according to court filings. The firm can be reached through: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@harrislawreno.com About Wilkens 2003 Trust Wilkens 2003 Trust, based in Incline Village, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-50122) on Jan. 31, 2019. In the petition signed by Timothy Wilkens, trustee, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., at Harris Law Practice LLC, serves as bankruptcy counsel. WINDSTREAM HOLDINGS: Case Summary & 50 Largest Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Windstream Holdings, Inc. 4001 North Rodney Parham Road Little Rock, Arkansas 72212 Business Description: Windstream Holdings, Inc. and its subsidiaries are providers of advanced network communications and technology solutions for businesses across the United States. The Debtors also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Additionally, the Debtors supply core transport solutions on a local and long-haul fiber network spanning approximately 150,000 miles. As of the Petition Date, the Debtors had approximately 11,600 employees. For more information, visit https://www.windstream.com. Chapter 11 Petition Date: February 25, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Two hundred five affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Windstream Holdings, Inc. (Lead Case) 19-22312 Windstream Business Holdings, LLC 19-22310 PaeTec Communications, LLC 19-22311 Cavalier Services, LLC 19-22313 Infocore, Inc. 19-22314 Cavalier Telephone Mid-Atlantic, L.L.C. 19-22315 Texas Windstream, LLC 19-22316 Cavalier Telephone, L.L.C. 19-22317 InfoHighway Communications Corporation 19-22318 CCL Historical, Inc. 19-22319 Info-Highway International, Inc. 19-22321 Choice One Communications of Connecticut, Inc. 19-22322 The Other Phone Company, LLC 19-22323 Choice One Communications of Maine, Inc. 19-22324 InfoHighway of Virginia, Inc. 19-22325 Choice One Communications of Massachusetts, Inc. 19-22326 Trinet, LLC 19-22327 Intellifiber Networks, LLC 19-22328 Choice One Communications of New York, Inc. 19-22329 Iowa Telecom Data Services, L.C. 19-22330 Choice One Communications of Ohio, Inc. 19-22331 Choice One Communications of Pennsylvania, Inc. 19-22332 Iowa Telecom Technologies, LLC 19-22333 TruCom Corporation 19-22334 Choice One Communications of Rhode Island, Inc. 19-22335 IWA Services, LLC 19-22336 KDL Holdings, LLC 19-22337 A.R.C. Networks, Inc. 19-22338 Choice One Communications of Vermont, Inc. 19-22339 US LEC Communications LLC 19-22340 Choice One Communications Resale, L.L.C. 19-22341 LDMI Telecommunications, LLC 19-22342 US LEC of Alabama LLC 19-22343 Choice One of New Hampshire, Inc. 19-22344 Allworx Corp. 19-22345 Lightship Telecom, LLC 19-22346 MASSCOMM, LLC 19-22347 US LEC of Florida LLC 19-22348 American Telephone Company LLC 19-22349 McLeodUSA Information Services LLC 19-22350 US LEC of Georgia LLC 19-22351 McLeodUSA Purchasing, L.L.C. 19-22352 Cinergy Communications Company of Virginia, LLC 19-22353 McLeodUSA Telecommunications Services, L.L.C. 19-22355 Conestoga Enterprises, Inc. 19-22356 MPX, Inc. 19-22357 Conestoga Management Services, Inc. 19-22358 Conestoga Wireless Company 19-22360 Nashville Data Link, LLC 19-22361 ARC Networks, Inc. 19-22362 Connecticut Broadband, LLC 19-22363 Network Telephone, LLC 19-22364 Connecticut Telephone & Communication Systems, Inc 19-22365 Conversent Communications Long Distance, LLC 19-22366 Norlight Telecommunications of Virginia, LLC 19-22367 ATX Communications, Inc. 19-22368 Conversent Communications of Connecticut, LLC 19-22369 Oklahoma Windstream, LLC 19-22370 ATX Licensing, Inc. 19-22371 Conversent Communications of Maine, LLC 19-22372 Open Support Systems, LLC 19-22373 Conversent Communications of Massachusetts, Inc. 19-22375 PaeTec Communications of Virginia, LLC 19-22376 ATX Telecommunications Services of Virginia, LLC 19-22377 Conversent Communications of New Hampshire, LLC 19-22378 US LEC of Maryland LLC 19-22379 Conversent Communications of New Jersey, LLC 19-22380 PAETEC Holding, LLC 19-22381 Birmingham Data Link, LLC 19-22382 US LEC of North Carolina LLC 19-22383 Conversent Communications of New York, LLC 19-22384 PAETEC iTel, L.L.C. 19-22385 Conversent Communications of Pennsylvania, LLC 19-22386 BOB, LLC 19-22387 Conversent Communications of Rhode Island, LLC 19-22388 PAETEC Realty LLC 19-22389 Windstream EN-TEL, LLC 19-22390 Conversent Communications of Vermont, LLC 19-22391 Boston Retail Partners, LLC 19-22392 PAETEC, LLC 19-22393 Conversent Communications Resale, L.L.C. 19-22394 US LEC of Pennsylvania LLC 19-22395 PCS Licenses, Inc. 19-22396 Windstream Finance Corp. 19-22397 Progress Place Realty Holding Company, LLC 19-22398 CoreComm Communications, LLC 19-22399 Windstream Services, LLC 19-22400 CoreComm-ATX, Inc. 19-22401 RevChain Solutions, LLC 19-22402 BridgeCom Holdings, Inc. 19-22403 US LEC of South Carolina LLC 19-22404 CTC Communications Corporation 19-22405 SM Holdings, LLC 19-22406 CTC Communications of Virginia, Inc. 19-22407 BridgeCom International, Inc. 19-22408 Southwest Enhanced Network Services, LLC 19-22409 US LEC of Tennessee LLC 19-22410 D&E Communications, LLC 19-22411 Talk America of Virginia, LLC 19-22412 Windstream Florida, LLC 19-22413 D&E Management Services, Inc. 19-22414 US LEC of Virginia LLC 19-22415 Talk America, LLC 19-22416 D&E Networks, Inc. 19-22417 Windstream Georgia Communications, LLC 19-22418 D&E Wireless, Inc. 19-22419 Teleview, LLC 19-22420 Windstream Georgia Telephone, LLC 19-22422 DeltaCom, LLC 19-22423 Windstream Communications Kerrville, LLC 19-22424 US Xchange of Illinois, L.L.C. 19-22425 Windstream Georgia, LLC 19-22426 EarthLink Business, LLC 19-22427 BridgeCom Solutions Group, Inc. 19-22428 Windstream Communications Telecom, LLC 19-22429 EarthLink Carrier, LLC 19-22430 Windstream Holding of the Midwest, Inc. 19-22431 Equity Leasing, Inc. 19-22432 Windstream Communications, LLC 19-22433 Windstream Iowa Communications, LLC 19-22434 Eureka Broadband Corporation 19-22435 US Xchange of Indiana, L.L.C. 19-22436 Eureka Holdings, LLC 19-22437 Eureka Networks, LLC 19-22438 Windstream Concord Telephone, LLC 19-22439 Broadview Networks of Massachusetts, Inc. 19-22440 Windstream Iowa-Comm, LLC 19-22441 Eureka Telecom of VA, Inc. 19-22442 US Xchange of Michigan, L.L.C. 19-22443 Windstream IT-Comm, LLC 19-22444 Eureka Telecom, Inc. 19-22445 Windstream Conestoga, Inc. 19-22446 Georgia Windstream, LLC 19-22447 Windstream CTC Internet Services, Inc. 19-22448 Windstream KDL, LLC 19-22449 US Xchange of Wisconsin, L.L.C. 19-22450 Heart of the Lakes Cable Systems, Inc. 19-22451 Windstream D&E Systems, LLC 19-22452 Windstream KDL-VA, LLC 19-22453 Broadview Networks of Virginia, Inc. 19-22454 US Xchange, Inc. 19-22455 Broadview Networks, Inc. 19-22456 Windstream D&E, Inc. 19-22457 Windstream Kentucky East, LLC 19-22458 Windstream Direct, LLC 19-22459 Valor Telecommunications of Texas, LLC 19-22460 Broadview NP Acquisition Corp. 19-22461 Windstream Kentucky West, LLC 19-22462 Buffalo Valley Management Services, Inc. 19-22463 Windstream Eagle Holdings, LLC 19-22464 WaveTel NC License Corporation 19-22465 Business Telecom of Virginia, Inc. 19-22466 Windstream Eagle Services, LLC 19-22467 Windstream Kerrville Long Distance, LLC 19-22468 Business Telecom, LLC 19-22469 WIN Sales & Leasing, Inc. 19-22470 BV-BC Acquisition Corporation 19-22471 Windstream Accucomm Networks, LLC 19-22472 Windstream Lakedale Link, Inc. 19-22473 Cavalier IP TV, LLC 19-22474 Windstream Accucomm Telecommunications, LLC 19-22475 Windstream NuVox Kansas, LLC 19-22476 Windstream Lakedale, Inc. 19-22477 Windstream Alabama, LLC 19-22478 Windstream Shared Services, LLC 19-22479 Windstream NuVox Missouri, LLC 19-22480 Windstream South Carolina, LLC 19-22481 Windstream Leasing, LLC 19-22482 Windstream Arkansas, LLC 19-22483 Windstream NuVox Ohio, LLC 19-22484 Windstream Southwest Long Distance, LLC 19-22485 Windstream Lexcom Communications, LLC 19-22486 Windstream Buffalo Valley, Inc. 19-22487 Windstream Standard, LLC 19-22488 Windstream NuVox Oklahoma, LLC 19-22489 Windstream Sugar Land, LLC 19-22490 Windstream Lexcom Entertainment, LLC 19-22491 Windstream NuVox, LLC 19-22492 Windstream Supply, LLC 19-22493 Windstream BV Holdings, LLC 19-22494 Windstream Systems of the Midwest, Inc. 19-22495 Windstream of the Midwest, Inc. 19-22496 Windstream Western Reserve, LLC 19-22497 Windstream Lexcom Long Distance, LLC 19-22498 XETA Technologies, Inc. 19-22499 Windstream Cavalier, LLC 19-22500 Windstream Ohio, LLC 19-22501 Windstream Lexcom Wireless, LLC 19-22502 Windstream Oklahoma, LLC 19-22503 Windstream Mississippi, LLC 19-22504 Windstream Pennsylvania, LLC 19-22505 Windstream Missouri, LLC 19-22506 Windstream SHAL Networks, Inc. 19-22507 Windstream Montezuma, LLC 19-22508 Windstream SHAL, LLC 19-22509 Windstream Nebraska, Inc. 19-22510 Windstream Network Services of the Midwest, Inc. 19-22511 Windstream New York, Inc. 19-22512 Windstream Norlight, LLC 19-22513 Windstream North Carolina, LLC 19-22514 Windstream NorthStar, LLC 19-22515 Windstream NTI, LLC 19-22516 Windstream NuVox Arkansas, LLC 19-22517 Windstream NuVox Ilinois, LLC 19-22518 Windstream NuVox Indiana, LLC 19-22519 Judge: Hon. Robert D. Drain Debtors' Counsel: Stephen E. Hessler, P.C. Marc Kieselstein, P.C. Cristine Pirro Schwarzman, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: stephen.hessler@kirkland.com marc.kieselstein@kirkland.com cristine.pirro@kirkland.com - and - James H.M. Sprayregen, P.C. Ross M. Kwasteniet, P.C. Brad Weiland, Esq. John R. Luze, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com ross.kwasteniet@kirkland.com brad.weiland@kirkland.com john.luze@kirkland.com Debtors' Financial Advisor and Investment Banker: PJT PARTNERS LP Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Notice, Claims & Balloting Agent: KURTZMAN CARSON CONSULTANTS http://www.kccllc.net/windstream Total Assets as of January 31, 2019: $13,126,435,000 Total Debts as of January 31, 2019: $11,199,070,000 The petition was signed by Kristi M. Moody, authorized officer. A full-text copy of Windstream Holdings' petition is available for free at: http://bankrupt.com/misc/nysb19-22312.pdf Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. U.S. Bank National Bond Debt $806,900,000 Association Two Midtown Plaza 1349 West Peachtree Street Suite 1050 Atlanta, Georgia 30309 Attn: Global Corporate Trust Services Tel: (404) 898-8830 Fax: (404) 898-8844 2. U.S. Bank National Bond Debt $105,800,000 Association Two Midtown Plaza 1349 West Peachtree Street Suite 1050 Atlanta, Georgia 30309 Attn: Global Corporate Trust Services Tel: (404) 898-8830 Fax: (404) 898-8844 3. U.S. Bank National Bond Debt $78,100,000 Association Two Midtown Plaza 1349 West Peachtree Street Suite 1050 Atlanta, Georgia 30309 Attn: Global Corporate Trust Services Tel: (404) 898-8830 Fax: (404) 898-8844 4. U.S. Bank National Association Bond Debt $70,100,000 Two Midtown Plaza 1349 West Peachtree Street Suite 1050 Atlanta, Georgia 30309 Attn: Global Corporate Trust Services Tel: (404) 898-8830 Fax: (404) 898-8844 5. AT&T Trade $49,551,947 208 South Akard Street Dallas, TX 75202 Attn: General Counsel Tel: 210-821-4105 Fax: 210-351-2198 Email: david.mcatee@att.com; ww0118@att.com 6. U.S. Bank National Bond Debt $36,200,000 Association Two Midtown Plaza 1349 West Peachtree Street Suite 1050 Atlanta, Georgia 30309 Attn: Global Corporate Trust Services Tel: (404) 898-8830 Fax: (404) 898-8844 7. U.S. Bank National Bond Debt $34,400,000 Association Two Midtown Plaza 1349 West Peachtree Street Suite 1050 Atlanta, Georgia 30309 Attn: Global Corporate Trust Services Tel: (404) 898-8830 Fax: (404) 898-8844 8. Verizon Trade $34,054,820 1095 Avenue of the Americas New York, NY 10036 Attn: General Counsel Tel: 212-395-1000 Fax: 212-517-1897 Email: craig.silliman@verizon.com 9. AT&T Pro Cabs Trade $8,802,645 208 South Akard Street Dallas, TX 75202 Attn: General Counsel Tel: 210-821-4105 Fax: 210-351-2198 Email: david.mcatee@att.com; ww0118@att.com 10. Globe Communications Inc. Trade $8,368,733 950 48th Ave North, Suite 100 Myrtle Beach, SC 29577 Attn: Director or Officer Tel: 843-839-5544 Fax: 843-839-5545 Email: rustylandy@globeinc.com 11. BellSouth Pro Cabs Trade $7,467,897 600 N Point Pkwy Alpharetta, GA 30005 Attn: Roc-Cabs Tel: 555-555-555; 404-249-2000 Fax: 404-249-2071 Email: rt2547@att.com Centurylink Trade $7,028,123 100 Centurylink Drive Monroe, LA 71203 Attn: General Counsel Tel: 318-388-9000 Fax: 318-388-9064 Email: stacy.goff@centurylink.com 13. Frontier Trade $6,892,743 401 Merritt 7 Norwalk, CT 06851 Attn: General Counsel Tel: 203-614-5600 Fax: 203-614-4651 Email: mark.nielsen@ftr.com 14. LEC Services Inc. Trade $6,582,326 138 Van Camp Blvd Los Lunas, NM 87031 Attn: Director or Officer Tel: 505-301-3404 Email: dscrossley@isp.com 15. Infinera Trade $6,081,389 140 Caspian Court Sunnyvale, CA 94089 Attn: Director or Officer Tel: 408-572-5200 Fax: 408-572-5454 Email: dheard@infinera.com 16. Triple D Communications Trade $5,928,006 3006 Park Central Avenue Nicholasville, KY 40356 Attn: Danny White Tel: 859-887-4683 Fax: 859-885-9824 Email: dwhite@tripledllc.com 17. Velocloud Networks Inc. Trade $5,598,590 3429 Hillview Ave. Palo Alto, CA 94304 Attn: Wmware Hilltop Tel: 650-475-4180 Fax: 650-475-5001 Email: aolli@vmware.com; contact@velocloud.com 18. Element - FKA PHH Trade $5,435,197 655 Business Center Drive Suite 250 Horsham, PA 19044 Attn: Director or Officer Tel: 267-960-4000 Fax: 267-960-4001 19. Trawick Construction Co. Trade $5,418,813 1555 South Boulevard Chipley, FL 32428-1626 Attn: Director or Officer Tel: 850-638-0429 Fax: 850-638-8373 Email: dough.trawick@trawickconstruction.com 20. Adtran Trade $5,279,202 901 Explorer Boulevard Huntsville, AL 35806 Tel: Director or Officer Tel: 256-963-8000 Fax: 256-963-6300 Email: keith.kalman@adtran.com 21. Level 3 Communications, LLC Trade $5,211,613 General Counsel Broomfield, CO 80021 Attn: c/o CenturyLink Tel: 720-888-2750 Fax: 720-888-5422 Email: stacey.goff@centurylink.com 22. Lightower Fiber Networks Trade $4,721,163 80 Central Street Boxborough, MA 01719 Attn: Director or Officer Tel: 978-264-6000 Fax: 978-264-6100 Email: esandman@lightower.com 23. Microsoft Trade $4,519,318 One Microsoft Way Redmond, WA 98052 Attn: Director or Officer Tel: 425-882-8080 Fax: 425-706-7329 Email: buscond@microsoft.com 24. Qwest Corp. Trade $4,484,967 General Counsel Monroe, LA 71203 Attn: c/o CenturyLink Tel: 318-388-9000 Fax: 318-388-9064 Email: stacey.goff@centurylink.com 25. General Datatech LP Trade $4,118,389 999 Metromedia Place Dallas, TX 75247 Attn: Director or Officer Tel: 214-857-6165; 214-857-6100 Email: eblataric@gdt.com 26. Forsythe Solutions Group Inc. Trade $3,855,195 7770 Frontage Road Skokie, IL 60077 Attn: Director of Officer Tel: 847-213-7000 Fax: 847-675-8017 Email: thoffman@forsythe.com 27. Actiontec Electronics Trade $3,757,838 3301 Olcott St. Santa Clara, CA 95054 Attn: Tong Khuc, VP Tel: 408-548-4762 Fax: 408-541-9003 Email: tkhuc@actiontec.com 28. Time Warner Cable Trade $3,591,108 400 Atlantic Street, CT Room 407 Stamford, CT 06901 Attn: Legal Department Tel: 203-428-0281 Fax: 212-364-8460 Email: serena.parker@charter.com 29. Exclusive Networks USA Trade $3,466,808 2075 Zanker Road San Jose, CA 95131 Attn: Fred Silverman Tel: 954-782-6056 Fax: 408-943-9198 Email: fsiverman@exclusive-networks.com 30. T3 Wireless Inc. Trade $3,459,329 220 W Main Street Council Grove, KA 66846 Attn: Chris Crowe, President Tel: 214-228-0930; 620-767-7193 Email: info@twwireless.net 31. Zayo Trade $3,219,650 1821 30th Street, Unit A Boulder, CO 80301 Attn: Director or Officer Tel: 303-381-4683 Email: brad.korch@zayo.com; shira.cooks@zayo.com 32. Equinix Inc. Trade $2,997,406 4252 Solutions Center Chicago, IL 60677-4002 Attn: Director or Officer Tel: 650-598-6900 Email: collections@equinix.com 33. Ciena Corp. Trade $2,952,217 7035 Ridge Road Hanover, MD 21076 Attn: Director or Officer Tel: 410-694-5700 Fax: 410-694-5750 34. CBRE Inc. Trade $2,885,755 400 S. Hope Street Los Angeles, CA 90071 Attn: Director or Officer Tel: 213-613-3333 Fax: 216-613-3005 Email: corpcomm@cbre.com; lew.horne@cbre.com 35. BellSouth Trade $2,596,089 600 N Point Pkwy Alpharetta, GA 3005 Attn: RoC-Cabs Tel: 404-249-2000 Fax: 404-249-2071 Email: rt2547@att.com 36. MP Nexlevel LLC Trade $2,430,702 500 County Rd 37 E Maple Lake, MN 55358 Attn: Director or Officer Tel: 320-963-241; 320-963-2400 Fax: 320-963-2438 37. Ensono LP Trade $2,161,902 3333 Finley Road Downers Grove, IL 60515 Attn: Director or Officer Tel: 630-944-9337 Fax: 630-944-1432 Email: judy.rasmussen@ensono.com; richard.dresden@ensono.com 38. Fibertech Networks LLC Trade $2,133,547 300 Meridian Centre Rochester, NY 14618 Attn: Accounts Receivable Tel: 858-697-5100 Fax: 585-442-8845 Email: bdangler@fibertech.com 39. Metaswitch Networks Trade $2,118,722 12007 Sunrise Valley Dr. Ste. 250 Reston, VA 20191 Attn: Legal Department Tel: 703-480-0500 Fax: 703-480-0499 40. Conduent Commercial Trade $2,083,394 Solutions LLC 100 Campus Drive Florham Park, NJ 07932 Attn: Director or Officer Tel: 844-663-2638 41. PRODAPT Trade $2,016,429 7565 SW Mohawk Street Building M Tualatin, OR 97062 Attn: Headquarters Tel: 503-636-3737 Fax: 503-885-0850 42. Output Services Group Trade $1,980,488 Billing Services 100 Challenger Road Suite 303 Ridgefield, Park, NJ 07660 Attn: Director or Officer Tel: 201-871-1100 Fax: 201-871-3350 Email: info@osgbilling.com 43. Fast Track Construction Trade $1,804,801 1919 SW Loop 304 Crockett, TX 75835 Attn: Director or Officer Tel: 936-545-1506 Fax: 936-545-1598 Email: carolyn@fasttracktexas.com 44. Comcast Comcast Center Trade $1,786,797 Philadelphia, PA 19103 Attn: Comcast Corporation Fax: 215-981-7790 45. Housley Communications Inc. Trade $1,715,204 3550 South Bryant Boulevard San Angelo, TX 76903 Attn: Director or Officer Tel: 325-944-9905 Fax: 325-944-1781 Email: info@hc-inc.com 46. Tata Consultancy Services Trade $1,562,096 Limited 379 Thornal Street 4th Floor Edison, NJ 08837 Attn: Janarthanan Angiya Tel: 469-230-8743 Fax: 212-867-8652 47. Miteltechnologies Inc. Trade $1,526,652 1615 South 52nd Street Tempe, AZ 85281 Attn: Director or Officer Tel: 480-449-8900 Fax: 480-449-8901 48. USIC Inc. Trade $1,447,432 9045 North River Road Indianapolis, IN 46240 Attn: Director or Officer Tel: 317-575-7800 Fax: 317-575-7881 49. Commscope Technologies LLC Trade $1,426,259 1100 Commscope Place SE Hickory, NC 28602-3619 Attn: Director or Officer Tel: 828-324-2200 Fax: 828-323-4849 50. Cox Communications Trade $1,396,561 1400 Lake Hearn Drive Atlanta, GA 30319 Attn: Director or Officer Tel: 866-961-0027 Fax: 404-843-5280 Email: coxcorp.customerrelations@cox.com; victor.cooper@cox.com WINDSTREAM HOLDINGS: S&P Lowers ICR to 'CCC-', Outlook Negative --------------------------------------------------------------- A judge for the Southern District of New York ruled that U.S. telecommunications provider Windstream Holdings Inc. subsidiary Windstream Services LLC breached the indenture governing its 6.375% senior notes due 2023 through the spin-off of a portion of its fiber and copper plant to Uniti Group Inc. in 2015. S&P Global Ratings on Feb. 21 lowered the issuer credit rating on Windstream, Windstream Georgia Communications Corp., and Windstream Holding of the Midwest Inc. to 'CCC-' from 'CCC+' based on heightened risk of default following the court ruling. It also lowered the issue-level ratings on the first-lien debt of subsidiaries Windstream Services LLC and Windstream Holdings of the Midwest Inc. to 'CCC+' from 'B'. In addition, S&P lowered the issue-level ratings on Windstream's second-lien notes to 'CC' from 'CCC' and its senior unsecured notes to 'C' from 'CCC-'. S&P said it could lower the issue-level rating on the 6.375% senior notes due 2023 to 'D' over the medium term depending on the outcome of potential post-trial motions. The downgrade follows the Feb. 15, 2019, court ruling that Windstream Holdings Inc. subsidiary Windstream Services LLC breached its sale and leaseback covenant under the indenture governing its 6.375% senior notes due 2023 when it spun off a portion of its fiber and copper plant into a REIT structure called Uniti in 2015. The downgrade reflects S&P's view that Windstream faces a higher risk of default following the ruling, although the timing and ultimate resolution remains highly uncertain because of a possible stay on the amounts owed along with an appeal. The negative rating outlook reflects the heightened near-term liquidity risk stemming from the $310 million now due to Aurelius along with the increased likelihood that Windstream's other creditors will seek immediate repayment of its debt, which could force the company into a comprehensive restructuring or bankruptcy. The negative outlook is also based on greater uncertainty around the company's ability to address its looming debt maturities in 2020 and 2021, which would need to be done consistent with its original terms, absent an acceleration of the debt. "We could lower the rating if we believe a default or restructuring is imminent. Additionally, we could lower the rating if Windstream cannot refinance or extend its 2020 and 2021 maturities by the end of third-quarter 2019, which we believe might now be more challenging in light of the court ruling," S&P said. "Even if the company did extend these maturities, we could still lower the rating if it was done without adequate compensation for existing lenders or if we expected Windstream to engage in additional distressed exchanges on its unsecured obligations." "Although unlikely, we could revise the outlook to stable if we had greater confidence that Windstream's creditors would not seek immediate repayment of its debt. We could raise the rating longer term if Windstream achieves a favorable ruling on appeal or a significantly less impactful resolution stemming from its ongoing litigation with Aurelius Capital," S&P said. "A higher rating would also be contingent on a successful refinancing or extension of its 2020 and 2021 maturities such that existing lenders are not disadvantaged compared to the debt's original terms, and the company had sufficient runway to improve its operating performance and position itself to address its maturities as they came due." WINDSTREAM SERVICES: Moody's Cuts CFR to Caa3 on Adverse Ruling --------------------------------------------------------------- Moody's Investors Service has downgraded the corporate family rating (CFR) of Windstream Services, LLC (Windstream) to Caa3 from Caa1 and downgraded the probability of default rating (PDR) to Caa3-PD from Caa1-PD. The downgrade was prompted by the US District Court Southern District of New York (the Court) ruling on February 15 against Windstream in a case involving Aurelius Capital Management (Aurelius) and U.S. Bank N.A. (US Bank). The Court concluded that Aurelius is entitled to the relief it seeks, awarding a money judgment in an amount of approximately $310 million plus interest. Moody's views this legal outcome for Windstream as a negative that increases default risk and impairs refinancing actions that might have further strengthened its balance sheet in the intermediate term. Moody's also downgraded Windstream's first lien secured rating to Caa3 from Caa1, its second lien secured rating to Ca from Caa2 and its unsecured rating to Ca from Caa2. Windstream's Speculative Grade Liquidity (SGL) rating was changed to SGL-4 from SGL-2. The outlook remains negative. Aurelius is a noteholder of Windstream's 6.375 percent Senior Notes due 2023 (the Notes) and US Bank is the trustee of the associated 2013 Indenture governing the Notes. The Court ruled the April 2015 sale of Windstream's network assets to Uniti Group Inc. and subsequent indirect leaseback through Windstream's holding company parent, Windstream Holdings, Inc., violated the 2013 Indenture by engaging in an impermissible Sale and Leaseback Transaction under its terms. Further, the Court ruled that Windstream also failed to waive or cure this breach through subsequent maneuvers in 2017, which included exchange offers and consent solicitations. The Court also said that Aurelius shall confer with the other parties and draft a proposed judgment consistent with the Court's ruling, and shall file it on the Court's Electronic Case Filing system for the Court's approval no later than February 25, 2019. While this adverse ruling raises uncertainty, including the possibility of a restructuring or bankruptcy filing, in a February 18, 2019 press release Windstream indicated it was continuing to evaluate its options, including post-trial motions and an appeal. However, Moody's believes the likelihood of default has increased following the Court ruling. Moody's believes Windstream's efforts to resolve this adverse ruling in its favor and adequately address near-term maturities and liquidity needs will be difficult. While the ongoing dispute remains unresolved, Windstream may encounter difficulties accessing funds to refinance its debt maturities, most notably the company's $1.03 billion drawn revolving credit facility expiring April 24, 2020 and $78 million unsecured notes maturing October 15, 2020. Downgrades: Issuer: Windstream Services, LLC - Corporate Family Rating, Downgraded to Caa3 from Caa1 - Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD - Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 - Senior Secured Bank Credit Facility, Downgraded to Caa3 (LGD3) from Caa1 (LGD3) - Senior Secured 1st lien Regular Bond/Debenture, Downgraded to Caa3 (LGD3) from Caa1 (LGD3) - Senior Secured 2nd lien Regular Bond/Debenture, Downgraded to Ca (LGD4) from Caa2 (LGD4) - Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD4) from Caa2 (LGD4) Outlook Actions: Issuer: Windstream Services, LLC - Outlook, Remains Negative RATINGS RATIONALE Windstream's Caa3 CFR reflects the increased likelihood of default following the Court ruling, the likelihood of a going concern audit opinion for the 2018 annual financials, large upcoming maturities, declining top line and the difficulty securing continued meaningful cost reductions to offset likely future margin pressure. Offsetting these limiting factors is the company's scale as a national wireline operator with a large base of recurring revenue. Moody's believes that Windstream faces a continued erosion of EBITDA and difficulties expanding cash flow as a result of prolonged prior underinvestment. Moody's expects Windstream's EBITDA to decline in the low single digit percentage range for the next several years, although some of this impact could be offset by further cost cutting and greater investment into the consumer segment. Moody's views Windstream as having limited leverage tolerance due to its low asset coverage following the 2015 sale and leaseback transaction of its outside plant and real estate assets to Uniti Group Inc. The CFR also reflects Moody's belief that additional distressed exchanges are likely in the future absent a default scenario. Moody's believes Windstream has weak liquidity over the next 12 months, attributed largely to the sizable judgment awarded in the Court ruling, as well as looming 2020 maturities. To pursue an appeal of the Court decision, Windstream must post a bond by March 27 in the amount of the default judgment likely relying primarily on its existing liquidity. As of September 30, 2018, Windstream had $37 million cash on hand and $196.6 million available under its revolver. Subsequent to September 30, 2018, Windstream raised approximately $380 million from asset sales. While Windstream's current cash balance, revolver availability and asset sale proceeds are likely sufficient to satisfy the bond requirement, Windstream's revolver ($1.03 billion outstanding as of 9/30/18) expires on April 24, 2020. Moody's believes Windstream could face difficulties refinancing its credit facility amidst the overhang of the Court ruling and the likely need to reduce the revolver's size to address investor concerns. The ratings for the debt instruments comprise both the overall probability of default of Windstream, to which Moody's maintains a PDR of Caa3-PD, the average family loss given default (LGD) assessment and the composition of the debt instruments in the capital structure. Moody's rates the first lien senior secured debt including the $1.25 billion revolver, approximately $1.8 billion of term loans and $600 million senior secured notes at Caa3 (LGD3). Windstream's secured debt benefits from a collateral package that includes a pledge of assets and upstream guarantees from subsidiaries representing approximately 20% of total company cash flow. Also, the secured debt benefits from a pledge of the equity interest in certain non-guarantor subsidiaries. The ratings on the first lien secured debt reflect the reduced collateral value following the contribution of Windstream's outside plant assets to the REIT entity, Uniti Group Inc. For this reason, there is no ratings gap between the secured debt and the CFR. Windstream's second lien senior secured notes, which now represent the bulk of the junior position in the capital structure, are rated Ca (LGD4); the company's senior unsecured notes are rated Ca (LGD4). While Moody's expects a slightly higher recovery rate for the second lien debt, it is not materially different from that of the unsecured debt. The negative outlook reflects the increased likelihood of default following heightened negative pressures as a result of the Court ruling. It also incorporates the risk that Windstream may not be able to slow or stabilize unfavorable operating trends. Moody's also believes the downward pressure on EBITDA could result in sustained negative free cash flow over time. Moody's could downgrade Windstream's ratings further if Moody's sees no viable resolution to the Court ruling, its liquidity deteriorates or its subscriber trends worsen. Moody's could stabilize Windstream's outlook if it is on track to achieve stable EBITDA, successfully resolve the negative implications of the Court ruling on liquidity and address upcoming maturities while maintaining leverage around 5.5x and good liquidity. Given the company's weak fundamentals a ratings upgrade is unlikely at this point. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Windstream Services, LLC is a pure-play wireline operator headquartered in Little Rock, AR that provides telecommunications services in 48 states. For the last 12 months ended September 30, 2018, Windstream generated $5.82 billion in revenue. WOODBRIDGE GROUP: $100K Sale of Two Carbondale Properties 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 Debtors Dixville Notch Investments, LLC and Black Bass Investments, LLC's two parcels of real property located at (i) 77 W. Diamond A Ranch, Carbondale, Colorado, and (ii) Lot D-20 Sweetgrass Road, 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 Diego Ormedilla and Carolina Cancelleri for $100,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees 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, in an amount up to 5% of the gross Sale proceeds out of such proceeds, to Sotheby's. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). 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. 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. WOODLAWN COMMUNITY: Hires Dr. Nixon as Interim CEO and President ---------------------------------------------------------------- Woodlawn Community Development Corp. seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Dr. Clarence Nixon, Jr., as interim CEO and President to the Debtor. Woodlawn Community requires Dr. Nixon to: A. establish a project plan to organize work and communicate expectations, while meeting targeted goals and objectives; B. establish weekly staff meetings with senior staff to ensure delivery of customer services; C. provide regular status reports to the Debtor's Board and Key staff; D. complete assessment including strength and opportunities for improvement in governance, internal controls, finance, operations, human resources and business development; E. develop a complete restructuring plan and financial projections; F. propose and establish scheduled quarterly meetings of the Board of Directors; G. propose, draft and establish committee charters for the Executive, Audit and Operations Committees; H. collaborate with the Audit Committee to select identify and select a new accounting firm to prepare the Debtor's 2018 Form 990 tax return; I. collaborate with the Audit Committee to select the accounting firm of Benford and Brown to the Debtor's FY 2017 and 2018 certified audits; J. review and discuss the Agreed Upon Procedures Audit performed by KMA Bodilly CPA and Consultants; K. proposed a new structure for the Debtor's Board including a new vice chairman position; L. establish a yearly performance review for the Board of Directors; M. establish an annual education and training program for the Board of Directors, the first session to be held in March, 2019; N. establish a policy, process and measurement for financial reporting, including monthly close and yearly close; O. established a policy, process and measurement for cash disbursements; P. establish a new innovative system for accounting and financial reporting which will be more effective and assist in the reduction of costs; Q. establish a new policy and process with respect to authorized signatories with respect to the Debtor's banking and financial systems; R. work with the Debtor's insurance broker to develop a plan to reduce worker's compensation liability exposure and yearly costs; S. develop a solution to reduce the Debtor's risk exposure with respect to small staff and limited backup capability; T. developed a standard "Non-Disclosure" policy with respect to staff, suppliers and the Board of Directors; U. move the responsibility for payroll processing from Accounting and Finance to Human Resources in December, 2018; V. develop an annual budgeting process to support internal controls and establish financial integrity; W. developed a new organizational structure and staffing Approach; X. established an "executive on loan" service to increase accounting and financial competency; Y. developed an effort to conduct a compensation survey for Debtor's corporate employees; Z. develop a formal performance evaluation for all corporate staff and Board of Directors; AA. developed a new organization structure and staff approach for the Human Resources Department; BB. developed a program to provide additional paralegal type support with respect to the work load of in house counsel; CC. work on the establishment of an online document management system to maintain the integrity and security of the Debtor's informational systems and legal documents; DD. establish responsibility for email systems to be maintained by a 3 rd party IT vendor rather than in-house. Also established one (1) email system to be used by all of the Debtor's corporate staff members; EE. met with CHA leadership with respect to missing payroll tax funds and the Debtor's management performance with respect to each of the projects managed by the Debtor; FF. initiate program to establish "safety teams" at each of the housing projects managed by the Debtor; and GG. manage and oversee the daily operations of the Debtor. Dr. Nixon will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor 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/its estates. About Woodlawn Community Development Founded in 1972, Woodlawn Community Development Corp. -- https://www.wcdcchicago.com/ -- manages and develops affordable housing for families in the Greater Metro Chicago area. Woodlawn Community Development Corp., based in Chicago, Illinois, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-29862) on Oct. 24, 2018. In the petition signed by Leon Finney, Jr., president and CEO, the Debtor estimated $50 million to $100 million in both assets and liabilities. The Hon. Carol A. Doyle oversees the case. David R. Herzog, Esq., at Herzog & Schwartz, P.C., serves as bankruptcy counsel. YBARRA ENTERPRISES: Has No Patient Care Issues, Self-Report States ------------------------------------------------------------------ Ybarra Enterprises, in its self-reporting obligations, dated, February 21, 2019, reported that there were no changes in its staffing. Further, the Report disclosed that there were no complaints asserted by any vendor related to post-petition payment obligations. Likewise, there is no patient care related complaint received or reported by an employee or contractor. The Debtor also stated that there are no complaints or concerns asserted by any physician or other healthcare professional about the quality of care provided to any person under the Debtor's care/ A full-text copy of the Self-Reporting Obligation is available at: http://bankrupt.com/misc/txsb18-70254-72.pdf About Ybarra Enterprises Based in Mission, Texas, Ybarra Enterprises, Inc., aka Dedication of Care Home Health Agency -- http://www.dochomehealth.com/-- provides home health care services. Currently, the Company's coverage area includes South Texas major cities: Laredo, McAllen, Edinburg, Corpus Christi, and Brownsville. The company filed a voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-70254) on July 9, 2018, and is represented by Kelly K. McKinnis, Esq., in McAllen, Texas. At the time of filing, the Debtor had estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. ZAREMBA GROUP: R. Frank to Continue Service as Ch. 11 Trustee ------------------------------------------------------------- Daniel M. McDermott, the United States Trustee for Region 9, authorized Randall L. Frank, the appointed Chapter 11 Trustee for Zaremba Group, LLC to continue with the operation of the Debtor's business, if any, and to manage the Debtor's property. Mr. McDermott likewise directed Mr. Frank to secure an Operating Bond in the amount of $750,000.00 and file the same with the U.S. Bankruptcy Court for the Eastern District of Michigan. About Zaremba Group Zaremba Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-21887) on Oct. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $100,000. Judge Daniel S. Oppermanbaycity presides over the case. The Debtor tapped Warner Norcross & Judd, LLP as its legal counsel. ZEST ACQUISITION: S&P Affirms 'B' ICR Despite Weaker Revenue ------------------------------------------------------------ S&P Global Ratings on Feb. 21 affirmed the 'B' issuer credit rating on Zest Acquisition Corp. and the 'B' issue-level rating on its first-lien debt and 'CCC+' issue-level rating on its second-lien debt. The affirmation reflects S&P's expectation that in 2019, Zest Acquisition Corp. revenue will somewhat stabilize and that the potential impact from the LOCATOR's patent expiration will be mitigated by incremental sales from next-generation F-Tx products and higher sales from the retail channel. S&P also thinks the company has opportunities for some cost-cutting initiatives such as reducing excessive capacity in manufacturing operations and eliminating headcount in administrative functions. This will result in stable margins, adjusted debt leverage in the 7x-8x range in 2018-2019, and $10 million-$13 million of free operating cash flow per year, according to S&P. At the same time, while S&P expects Zest will maintain its strong profitability even through the periods of revenue pressure (as evidenced by the company's stable margins in 2018), the negative outlook reflects multiple risks to S&P's base case projections including intensifying competition, heightened uncertainty relating to customers destocking, and the potential impact from the loss of patent protection on the company's LOCATOR. The negative outlook on Zest reflects multiple risks to S&P's base case projection including intensifying competition, heightened uncertainty relating to customers destocking, and the potential impact of the loss of patent protection for LOCATOR. Major customers' unfavorable purchasing patterns and potential competition could result in revenue, profitability, and cash flow declines beyond S&P's current projections. Other IM customers may follow the two IM customers to destock LOCATOR if they introduce their own competitive products. And other implant manufacturers may launch similar products now that the patent of LOCATOR expires. ZIER PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Zier Properties Reverse LLC as of Feb. 21, according to a court docket. About Zier Properties Reverse LLC Zier Properties Reverse LLC listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Zier Properties Reverse sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-40033) on January 6, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Mary Jo Heston. The Debtor tapped the Law Offices of David Smith, PLLC as its legal counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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