/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190312.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, March 12, 2019, Vol. 23, No. 70 Headlines 1 GLOBAL CAPITAL: Proposes Stampler Auction of Office Property 2671 CENTERVILLE: Hires Auctioneer & Broker for Snellville Property 2671 CENTERVILLE: Selling Snellville Property Via Online Auction 5431-33 S. WABASH: Hires William E. Jamison as Attorney AFFINION GROUP: S&P Cuts ICR to 'SD' After Missed Interest Payment AIR FORCE VILLAGE: Case Summary & 20 Largest Unsecured Creditors AIRLUX AIRCRAFT: Committee Hires Resnik Hayes as Counsel AMC ENTERTAINMENT: S&P Assigns 'BB-' Rating on Sr. Secured Debt AQGEN ASCENSUS: S&P Affirms 'B-' ICR on Dividend Recapitalization AQUEOUS LLC: Taps Valuation as Appraiser and Valuation Expert ARCHROCK PARTNERS: S&P Raises Rating to 'B+' on Reduced Leverage ARROWHEAD RV: Principal Buying Personal Property for $4K ASCENT INDUSTRIES: Gets CCAA Initial Stay Order Until April 1 ASP CHROMAFLO: S&P Assigns B Rating on $60MM First-Lien Term Loan BAKER AND SONS: Proposes Sale of Personal Property for $3K to $5K BEAUTIFUL BROWS: Trustee Proposes Personal Property Online Auction BEAVEX HOLDING: Force Final Buying All Assets for $7.2 Million BLESSED2BLESS LLC: April 11 Hearing on Disclosure Statement BOB GIBBS & ASSOCIATES: U.S. Trustee Unable to Appoint Committee BODY CONTOUR: U.S. Trustee Forms 5-Member Committee BURKHALTER RIGGING: Hires Foley & Lardner as Attorney BURKHALTER RIGGING: Hires Mr. Bouley of Dacarba LLC as CRO BURKHALTER RIGGING: National Transaction as Investment Banker C & B REHAB: U.S. Trustee Unable to Appoint Committee CAD INC: Alverez Buying Four Vehicles for $4,500 CAMIA PROPERTIES: KDO Buying Houston Building for $2.2 Million CHESAPEAKE ENERGY: Moody's Hikes CFR to 'B1', Outlook Stable CHG PPC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable CLEAN THE SERIES: Hires Ruth Auerbach as Attorney CLEAVER-BROOKS INC: S&P Alters Outlook to Negative, Affirms 'B' ICR COMFORT HOLDING: S&P Places 'CCC+' ICR on Watch Pos. on FXI Deal CONSOLIDATED COMMUNICATIONS: S&P Cuts ICR to B on Underperformance CORTLAND HABITATS: Unsecureds to Get 15% for 36 Months Under Plan CPV SHORE: S&P Rates Senior Secured Debt 'BB', Outlook Stable DECK CHASSIS: Moody's Puts B1 CFR under Review for Downgrade DIVESTCO INC: Gets Court Order to Restructure Under CCAA DYNALYST CORP: Unsecureds to Get $116,131 Over 60 Months Under Plan ELCANO EXPLORATION: Gets CCAA Stay Until March 28 ELMMORE REALTY: Seeks to Hire Louis S. Robin as Counsel EMPRESAS BENITEZ: Unsecureds to Get 3.68% Over 60 Months F&M TRUCKING: Seeks to Hire Bonnie Bell Bond as Counsel F+W MEDIA: Case Summary & 30 Largest Unsecured Creditors FLINT INTERNATIONAL ACADEMY, MI: S&P Alters Bond Outlook to Neg. FLOYD COUNTY SCHOOL DISTRICT, GA: S&P Suspends GO Bond Rating FRANK INVESTMENTS: U.S. Trustee Unable to Appoint Committee FXI HOLDINGS: S&P Places 'B' ICR on Watch Negative GARY FLEMING: Pieria Buying Mineral Rights for $25K GIGA WATT: Trustee Hires Allen Oh as Consultant GIGA WATT: Trustee Hires Douglas Pratt as Consultant GULFSTREAM DIAGNOSTICS: Proposes Sale of Nine Excess Equipment HEART OF FLORIDA: Must File Disclosure Statement, Plan Before May 6 HG VENTURES: Amur Equipment Objects to Disclosure Statement HG VENTURES: Guttman Oil Objects to Disclosure Statement HG VENTURES: M2 Lease Funds Object to Disclosure Statement HG VENTURES: Newtek Objects to Disclosure Statement HG VENTURES: Plan Violated Post-petition Agreements, ABCL Complains HULTGREN CONSTRUCTION: Discloses More Info on Bldg Collapse Suits HUNT CAMP: U.S. Trustee Unable to Appoint Committee IMERYS TALC: Hires KCIC LLC as Insurance and Valuation Consultant IMERYS TALC: Seeks to Hire Alvarez & Marsal as Financial Advisor IMERYS TALC: Seeks to Hire Neal Gerber as Special Counsel IMMUNE PHARMACEUTICALS: Mar. 14 Meeting Set to Form Creditors Panel JETBLUE: Fitch Affirms BB Issuer Default Rating, Outlook Positive JJ BELLA: Unsecureds to Recover 10% in Five Years Under Plan JUSTICE FARMS: Unsecureds to Get $100 Monthly Over 5 Years KB HOME: Fitch Affirms & Then Withdraws 'BB-' Long-Term IDR KEVIN WRIGHT: Greys Ferry Buying Philadelphia Property for $70K KODRENYC LLC: MNAR 17800 Buying Miami Property for $9.7 Million LINDBLAD EXPEDITIONS: S&P Alters Outlook to Stable, Affirms BB- ICR LYFE TEA LLC: U.S. Trustee Unable to Appoint Committee M.D. MILLER: Seeks Until April 4 to File Disclosure Statement MENSONIDES DAIRY: Stipulation with Farm Credit Added in Latest Plan MILLERBERND SYSTEMS: Burwell Enterprises Buying Assets for $2.3M MIRAGE DENTAL: Proposes a Dickensheet Auction of Dental Equipment MJJW PORTFOLIO: Must File Disclosure Statement, Plan by March 18 MOUNT HOLLY: Star Hospitality Buying Brown Mills Property for $725K NAUTILUS MINERALS: Seeks Restructuring Under CCAA OPTICAL HOLDINGS: Island Optical Buying All Assets of OHI PANAGIOTIS NASSIOS: Faria Buying Holliston Property for $380K PAYLESS HOLDINGS: March 14 Common-Stock Transfer Final Hearing Set PHENIX TRANSPORTATION: Seeks Ch. 11 Trustee Appointment QUALITY PLYWOOD: Has Until May 20 to File Disclosures, Plan R-BOC REPRESENTATIVES: March 14 Plan, Disclosures Filing Deadline REALTY CAPITAL: U.S. Trustee Unable to Appoint Committee ROGER STEINBECK: Finlayson Buying Valley Village Property for $907K RUDALEV 2 REFINANCE: Case Summary & 20 Largest Unsecured Creditors SCHULDNER LLC: Selling Three Duluth Properties for $389K SKIN PC: Case Summary & 15 Unsecured Creditors SPECIALTY RETAIL: New Plan Discloses Settlement with McKesson STANTIVE TECH: Gets CCAA Stay; E&Y Named Monitor STONEGATE LANDING: Dmitruk Buying North Dighton Property for $125K SUNOPTA INC: S&P Lowers ICR to 'CCC+' on Weakening Credit Measures TANK HOLDING: Moody's Assigns 'B3' CFR, Outlook Stable THOR INDUSTRIES: S&P Alters Outlook to Negative, Affirms 'BB' ICR TOWN STAR: GPM Buying Substantially All Assets for $2.9 Million VALLEY TRUCK: Case Summary & 10 Unsecured Creditors WILSON LAND: Mucci Buying Mentor Property for $120K WJA ASSET: Wants to Effectuate Distributions & Dissolve CA Express Z GALLERIE: Case Summary & 50 Largest Unsecured Creditors ZAYO GROUP: S&P Places 'B+' Issuer Credit Rating on Watch Negative ********* 1 GLOBAL CAPITAL: Proposes Stampler Auction of Office Property -------------------------------------------------------------- 1 Global Capital, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize it (i) to sell office furniture, business machines and electronics via auction, and (ii) to dispose of any unsold Office Property. Prior to the Petition Date, the Debtors entered into the Office Lease, dated as of Sept. 30, 2014, between Murray Family Associates and the Debtors. Under the Lease, the Debtors lease several suites, including Suite Nos. 402, 409, 602, 603, 604, 605, and 606, consisting of over 13,000 gross square feet in the building complex located at 1250 East Hallandale Beach Boulevard, Broward County, Hallandale Beach, Florida. The Lease is scheduled to expire on Sept. 30, 2019. As part of these Chapter 11 Cases, and specifically by the Motion for Authority to Assume Unexpired Lease of Nonresidential Real Property as Modified, the Debtors are in the process of seeking to assume the Lease as modified by the terms of that certain Binding Term Sheet for Assumption of Lease of Murray Family Associates. In connection with the proposed assumption of the Lease as modified, the Debtors and the Landlord have agreed that the Debtors will vacate and return suites 402, 409 and 602 to the Landlord ("Returned Suites") on March 29, 2019. Upon vacating the Returned Suites, the Debtors are required to restore the Returned Suites to broom swept condition with all furniture and personalty removed. As the Debtors are required to remove the Office Property from the Returned Suites by March 29, 2019, the Office Property would have to be moved and/or stored in short order. Such an endeavor would be an unnecessary expense to the Debtors' estates, considering the Debtors no longer have any need for the Office Property. Rather than undertake to maintain, transport, and/or store the Office Property, the Debtors have determined that it is in the best interests of the Debtors' estates to sell the Office Property for the highest and best offer(s) received pursuant to an absolute auction and dispose of any Office Property that remains unsold following the Auction. The Debtors have selected Stampler Auctions to conduct the Auction. Upon filing the Motion, the Debtors have filed or will file the Ex Parte Application for Approval of Employment of Auctioneer asking approval of employment of the Proposed Auctioneer to handle the Auction of the Office Property. The Debtors contemplated that the Auction will be conducted in accordance with these procedures: a. The Proposed Auctioneer will notify the most likely prospective purchasers of the Office Property that the Office Property is for sale; b. the Auction will be held at the Premises and simulcast online on March 13, 2019, and conducted as an absolute auction; c. upon completion of the Auction, the purchaser(s) of the Office Property will immediately remit payment on account of the purchased Office Property; d. the purchaser(s) of the Office Property will be required to remove the Office Property from the Premises within two calendar days of the completion of the Auction; e. upon completion of the Auction, the Proposed Auctioneer will file with the Court a report summarizing the results of the auction and stating the fees and expenses which will be paid to the Proposed Auctioneer, as more fully set forth in the Stampler Application. The sale of the Office Property through the Auction will allow the Debtors to realize value for the benefit of their estates and minimize costs relating to vacating the Returned Suites in a timely manner. To the extent any Office Property remains unsold following the Auction, such unsold Office Property will be burdensome and of inconsequential value to the Debtors. The Debtors intend to file a notice of abandonment to abandon any Unsold Office Property, and by the Motion ask whatever residual authority is necessary to dispose of the Unsold Office Property and to use estate funds to do so as may be necessary or appropriate. In light of the Debtors' duty to remove any Unsold Office Property from the Returned Suites, the Debtors in their business judgment have determined that disposal of the Unsold Office Property is more cost-efficient and beneficial to their estates than alternatives such as storing, transporting, and/or maintaining the Unsold Office Property. The Debtors ask authority to convey the Office Property to the successful purchaser(s) free and clear of all claims and interests. Finally, they ask a waiver of any stay of the effectiveness of an order approving the Motion. Objections, if any, must be filed within 21 days from the date the Motion was served. About 1st Global 1st Global -- http://www.1stGlobal.com-- was founded in 1992 by CPAs who believe that accounting, tax and estate planning firms are uniquely qualified to provide comprehensive wealth management services to their clients. 1st Global is a research and consulting partner that provides CPA, tax and estate planning firms with education, technology, business-building framework and client solutions that make these firms leaders in their professions through dedicated professional client relationships built around wealth management. Around 400 firms have chosen to affiliate with 1st Global, making it one of the largest financial services partners for the tax, accounting and legal professions. About 1 Global Capital 1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a direct small business funder offering an array of flexible funding solutions, specializing in unsecured business funding and merchant cash advances. 1 Global Capital LLC, based in Hallandale Beach, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-19121) on July 27, 2018. In the petition signed by Steven A. Schwartz and Darice Lang, authorized signatories, 1st Global Capital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Raymond B. Ray oversees the cases. Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. The U.S. Trustee for Region 21 on Sept. 7, 2018, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee tapped Stichter, Riedel, Blain & Postler, P.A. as its legal counsel; Conway MacKenzie, Inc., as financial advisor along with Dundon Advisers, LLC, as co-financial advisor. 2671 CENTERVILLE: Hires Auctioneer & Broker for Snellville Property ------------------------------------------------------------------- 2671 Centerville Hwy, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize it to retain (i) Ten-X, Inc. under the terms set forth in the Marketing Agreement dated Jan. 4, 2019, to market and conduct auction of the real property located at267I Centerville Highway, Snellville, Georgia; and (ii) Franklin Street Real Estate Services, LLC as its Listing Broker under the terms set forth in the Representation Agreement dated Nov. 13, 2018. The Debtor owns the Property. It scheduled, or represents, the Property as having a value of no less than $1.85 million, subject to (i) a first priority security interest in favor of Keriman Guven in the amount owed on the Petition Date of approximately $651,000; and (ii) a second priority security interest in favor of Westmoore Lending Partners III, LLC in the amount owed on the Petition Date of approximately $279,000. To facilitate the orderly sale of the Property, the Debtor asks authority (i) to retain TEN-X to market the Property for sale and conduct the Auction, and to pay the Buyer's Premium directly to TEN-X at closing of the sale of the Property; and (ii) to retain the Listing Broker to conduct open houses and to facilitate communications with prospective buyers, and to pay the Commission. TEN-X operates and manages an online real estate auction platform, conducting commercial real estate auctions and providing marketing services to promote the auction of assets for clients. It has extensive experience marketing real property sales and conduction online auctions, thereby creating a process to liquidate the Property with significantly faster and better execution for the estate. The Debtor believes that the highest and best value for the Property will be generated via TEN-X's online auction and that an online auction is in the best interest of the estate. It further believes that the retention of TEN-X is in the best interests of the estate. TEN-X will be paid a commission equal to 5% of the Winning Bid Amount, but in no event less than $40,000, which will be charged as a "Buyer's Premium" payable by the purchaser(s) at closing directly to TEN-X. The Buyer's Premium will only be paid if the Property is successfully sold to a third-party bidder. Per the Amendment(s) to Marketing Agreement, the Buyer Broker Commission offered by TEN-X was deleted and replaced by the following language, "Seller may retain 20% of the applicable Transaction Fee, earned by TEN-X for the Property net of any revenue share, discounts or concessions offered by TEN-X relating to the Property." Upon completion of the auction, TEN-X will provide a summary to the Debtor of the results of the auction and stating the fees and expenses which will be paid to TEN-X in accordance with the Order approving its retention. The Debtor will file an appropriate report with the Court. The report will be served only on the U.S. Trustee and any other interested party who specifically requests a copy. For the aforementioned reasons, the Debtor believes that the highest and best value of the Property will be generated via auction and that an auction is in the best interest of the estate. To facilitate additional marketing of the Property, open houses, and certain communication with prospective buyers, the Debtor also believes the retention of a Listing Broker is in the best interest of the estate and its creditors. It proposes the employment of Franklin Street, a licensed real estate firm in Georgia. With respect to sales to third party purchasers only, the Listing Broker will be paid a commission equal to 4.5% if there is a co-op broker and 3.25% if there is no outside broker, of the Winning Bid Amount, which will be paid at closing directly to the Listing Broker. For the foregoing and all other necessary and proper purposes, the Debtor asks the Court's authority to retain TEN-X to conduct an auction and to retain Franklin Street as the Debtor's Listing Broker in this case, and asks that the Court approves the compensation managements set forth in the Marketing Agreement and the Representation Agreement. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/2671_CENTERVILLE_49_Sales.pdf TEN-X can be reached at: TEN-X, INC. 15295 Alton Parkway Irvine, CA 92018 Attn: Legal Department Telephone: (800) 793-6107 E-mail: legal-notice@ten-x.com Franklin Street can be reached at: FRANKLIN STREET REAL ESTATE SERVICES, INC. 3384 Peachtree Rd., Suite 650 Atlanta, GA 30326 Telephone: (404) 832-1250 Facsimile: (404) 832-1755 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. 2671 CENTERVILLE: Selling Snellville Property Via Online Auction ---------------------------------------------------------------- 2671 Centerville Hwy, LLC, asks with the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of the real property located at 2671 Centerville Highway, Snellville, Georgia for via commercial online auction. A critical component to the success of the Debtor's Chapter 11 case is the liquidation and sale of real property to pay debts. The Debtor proposes to sell the Property via commercial online auction. It has filed an Application to Retain Ten-X, Inc., to Market and Conduct Auctions and Application to Retain Franklin Street Real Estate Services, LLC as Listing Agent. The commercial auction is presently scheduled for Feb. 27, 2019. The Debtor estimates the fair market value of the property to be $1.85 million. The reserve price for the sale of the Property is $1.5 million, which amount is sufficient to pay 100% of all creditors of the Debtor. TEN-X will conduct a commercial online auction with a reserve price on the Property of $1.5 million under the terms set forth in the agreement dated Jan. 4, 2019. Franklin Street will assist the sale as listing broke under the terms set forth in the agreement dated Nov. 13, 2018. TEN-X will be paid a commission equal to 5% of the winning bid amount, but in no event less than $40,000, which will be charged as a Buyer's Premium payable by the purchaser(s) at closing directly to TEN-X. The Buyer's Premium will only be paid if the Property is successfully sold to a third-party bidder. Per the Amendment(s) to Marketing Agreement, the Buyer Broker Commission offered by TEN-X was deleted and replaced by the following language, "seller may retain 20% of the applicable Transaction Fee, earned by TEN-X for the Property net of any revenue share, discounts or concessions offered by TEN-X relating to the property." With respect to sales to third party purchasers only, the Listing Broker will be paid a commission equal to 4.5% if there is a co-op broker and 3.25% if there is no outside broker, of the Winning Bid Amount, which will be paid at closing directly to the Listing Broker. Upon completion of the auction, TEN-X will provide a summary to the Debtor of the results of the auction and stating the fees and expenses which will be paid to TEN-X in accordance with the Order approving its retention. The Debtor will file an appropriate report with the Court. The report will be served only on the U.S. Trustee and any other interested party who specifically requests a copy. The Debtor proposes to remit all net proceeds after payment of normal, customary, and necessary realtor commissions, closing costs, taxes, consistent with the Marketing Agreement and Listing Agreement, to Shopes at Centerville, LLC and affiliated loan participants. Any remaining funds will be remitted to the Debtor's counsel to be held in escrow pending further order of the Court. The Debtor has conducted an investigation of the Property and has evaluated its option regarding ongoing operations versus its sale. As a result thereof, it believes that the sale by commercial online auction, represents the best interests and course of action for the estate. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/2671_CENTERVILLE_52_Sales.pdf About 2671 Centerville Hwy 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. 5431-33 S. WABASH: Hires William E. Jamison as Attorney ------------------------------------------------------- 5431-33 S. Wabash, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ William E. Jamison & Associates, as attorney to the Debtor. 5431-33 S. Wabash requires William E. Jamison to: a. give the Debtor legal advice with respect to its powers and duties as a debtor-in-possession in the continued operation of their affairs and management of its properties; b. assist the Debtor in the negotiation, formulation and drafting of Plan of Reorganization; c. examine claims asserted against the Debtor; and d. take such action as may be necessary with reference to claims that may be asserted against the Debtor, and prepare applications, motions, complaints, orders, reports and other legal papers as may be necessary in connection with this proceeding and perform all other legal services for the Debtor which may be required. William E. Jamison will be paid at the hourly rate of $350. William E. Jamison will be paid a retainer in the amount of $15,000. William E. Jamison will also be reimbursed for reasonable out-of-pocket expenses incurred. William E. Jamison, Jr., partner of William E. Jamison & Associates, 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. William E. Jamison can be reached at: William E. Jamison, Jr., Esq. WILLIAM E. JAMISON & ASSOCIATES 53 W. Jackson Blvd., Suite 309 Chicago, IL 60604 Tel: (312) 226-8500 About 5431-33 S. Wabash 5431-33 S. Wabash LLC owns a real property, which is its principal asset, located at 5431-33 S. Wabash, Chicago, Illinois. 5431-33 S. Wabash sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-12463) on April 27, 2018. In the petition signed by Dylan Reeves, managing member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Janet S. Baer oversees the case. The Debtor tapped Benjamin Brand LLP as its legal counsel. AFFINION GROUP: S&P Cuts ICR to 'SD' After Missed Interest Payment ------------------------------------------------------------------ S&P Global Ratings on March 8 lowered its issuer credit rating on U.S.-based loyalty and customer engagement solutions company Affinion Group Holdings Inc. to 'SD' (selective default) from 'CCC-' and its issue-level rating on the company's senior secured revolver and term loan to 'D' from 'CCC-'. The downgrade follows Affinion's $22.2 million missed interest payment on its first-lien term loan due May 10, 2022. "We view the $22 million missed interest payment as a default because we believe the company will not make the payment within 30 days of the payment due date. We also believe the company decided not to make the payment in order to preserve cash while it negotiated with lenders to reduce its debt burden," S&P said. As of Dec. 31, 2018, Affinion had $84.7 million of cash and cash equivalents (excludes $14.4 million of restricted cash). The company's deteriorating liquidity is due to the loss of one of its top five clients last year. On March 1, 2019, Affinion entered into a forbearance agreement through June 3, 2019, with first-lien lenders with respect to current and future defaults under the existing credit agreement. In connection with the forbearance agreement, Affinion also reached an agreement with its lenders and noteholders on a recapitalization plan to reduce debt by $628 million, lower annual cash interest expense by about $50 million, and extend debt maturities. The company announced an exchange offer to convert about $700 million of principle of its 12.5%/pay-in-kind (PIK) 15.5% step-up notes due 2022 into common stock. Affinion is also proposing to issue $357 million of 18% PIK unsecured notes due 2024 (unrated), and use net proceeds of about $300 million of to repay the full revolver borrowings of $108 million and to pay down $153 million of the approximately $872 million outstanding, including unpaid interest, under the term loan as of December 2018. Pro forma for the repayment, $719 million of the term loan will remain outstanding. The company plans to extend the term loan's maturity to 2024 from 2022. Additionally, as part of the transaction, the total commitment under the revolver will be reduced to $80 million from $110 million and the maturity extended to 2023 from 2022. S&P would view the company's conversion of step-up notes into equity as a default if completed. The issuer credit rating will remain 'SD' until the payments resume according to the credit agreement or once the financial obligations have been restructured. "Based on our preliminary assessment, we expect to raise the issuer credit rating but likely to no higher than 'CCC+' because of the company's heavy debt burden of over $1 billion and our expectation of increasing adjusted debt leverage due to EBITDA decline and additional PIK interest," S&P said. "Pro forma for the transaction, we expect Affinion's capital structure will comprise an $80 million revolving credit facility, $719 million first-lien senior secured term loan, and $357 million unsecured PIK 18% notes." AIR FORCE VILLAGE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Air Force Village West, Inc. d/b/a Altavita Village 17050 Arnold Street Riverside, CA 92518 Business Description: Air Force Village West owns and operates a continuing care retirement community with assisted living, independent living, skilled nursing and memory care services. Air Force Village is a not-for-profit entity opened in 1989. For more information, visit https://livealtavita.org. Chapter 11 Petition Date: March 10, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-11920 Judge: Hon. Scott C Clarkson Debtor's Counsel: Samuel R. Maizel, Esq. DENTONS US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, CA 90017 Tel: 213-892-2910 Email: samuel.maizel@dentons.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Mary Carruthers, chairman of the Board. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-11920.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Contingent $1,085,861 P.O. Box 9941, STOP 6552 Rebatable Ogden, UT 84409-0941 Arbitrage Howard and Katherine Davis Contract $710,784 21230 Lemay Riverside, CA 92518 Tel: 951/567-5349 Email: howkat2000@sbcglobal.net Evelyn Petrie Contract $329,869 17050 Arnold Dr Riverside, CA 92518 Tel: 951/567-5180 John McGrew Contract $205,268 17050 Andrews Cir Riverside, CA 92518 Tel: 951/567-5985 Shirley Ann Erskine Contract $192,795 16932 Spaatz Cir Riverside, CA 92518 Tel: 951/567-5732 Margo Ryan Contract $182,061 16800 Mitchell Cir Riverside, CA 92518 Tel: 951/567-2307 GuardianComp Lawsuit- $179,291 255 Great Valley Pkwy., Workers Ste. 200 Compensation Malvern, PA 19355 Tel: 559/433-1300 Sheldon & Grace Chase Contract $152,657 16720 Charles Gabriel Cir Riverside, CA 92518 Tel: 951/567-5608 Albert & Ardith Younglove Contract $147,002 16795 Halsey Cir Riverside, CA 92518 Tel: 951/567-5869 Barbara Holland Contract $131,318 16870 Nimitz Cir Riverside, CA 92518 Tel: 951/567-5762 Gary Jennings Contract $126,263 21383 Westover Cir Riverside, CA 92518 Tel: 951/567-5891 Resident/Patient Contract $118,750 [Redacted] Barbara & Lloyd Hamilton Contract $118,334 21485 Lejeune Dr Riverside, CA 92518 Tel: 951/567-5942 Georgina & Norman Groom Contract $113,605 21055 George Brown Riverside, CA 92518 Tel: 951/567-5859 Inger & Robert Kildebeck Contract $113,167 21270 George Brown Ave. Riverside, CA 92518 Tel: 951/567-5597 Suzy & Tim Hanigan Contract $112,002 16871 Nimitz Cir. Riverside, CA 92518 Tel: 951/567-5359 Infosera Inc., dba TechMD Trade Vendor $195,189 3525 Hyland Ave., Suite 235 Cota Mesa, CA 92626 Tel: 888/883-2463 Joseph Shouse Contract $178,136 2701 Mayport Rd, #318 Jacksonville, FL 32233 Kaiser Foundation Health Plan Trade Vendor $136,612 P.O. Box 80204 Los Angeles, CA 90080-0204 Outreach Rehabilitation Services Trade Vendor $108,871 1221 Crown Street Redland, CA 92373 AIRLUX AIRCRAFT: Committee Hires Resnik Hayes as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of Airlux Aircraft, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Resnik Hayes Moradi LLP, as general bankruptcy counsel to the Committee. The Committee requires Resnik Hayes to: a. advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; b. conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; c. advice concerning the requirements of the Bankruptcy Code and applicable rules; d. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan; and e. make any appearances in the Bankruptcy Court on behalf of the Committee; and to take such other action and to perform such other services as the Debtor may require. Resnik Hayes 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. M. Jonathan Hayes, partner of Resnik Hayes Moradi 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 Debtor; (b) has not been, within two years before the date of the filing of the Debtor'S chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Resnik Hayes can be reached at: M. Jonathan Hayes, Esq. Matthew D. Resnik, Esq. Roksana D. Moradi-Brovia, Esq. RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 E-mail: jhayes@rhmfirm.com matt@rhmfirm.com roksana@rhmfirm.com About Airlux Aircraft Airlux Aircraft, Inc. -- http://www.airluxaircraft.com/-- is a completions and maintenance facility that is certified with the Federal Aviation Administration (FAA) under Title 14 of the Code of Federal Regulations (14 CFR) Part 145 and is engaged in the maintenance, preventive maintenance, inspection, modification, and alteration of aircraft. It aims to be an industry leader in retrofit interior solutions and maintenance for Embraer, Boeing, and Airbus lines of aircraft. Airlux Aircraft sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12433) on Sept. 30, 2018. In the petition signed by Mark Liker, CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped the Law Offices of Moses S. Bardavid as its legal counsel. AMC ENTERTAINMENT: S&P Assigns 'BB-' Rating on Sr. Secured Debt --------------------------------------------------------------- S&P Global Ratings on March 8 assigned its 'BB-' issue-level rating and '1' recovery rating to Leawood, Kan.-based movie theater chain AMC Entertainment Holdings Inc.'s proposed $2.225 billion senior secured credit facilities, which consists of a $225 million revolver due in 2024 and a $2 billion term loan due in 2026. AMC plans to use the proceeds from the proposed term loan to refinance its $1.4 billion senior secured term loan ($1.345 billion outstanding as of Dec. 31, 2018), repay its $375 million senior subordinated notes due in 2022, and repay Carmike Cinemas Inc.'s $230 million senior secured notes due in 2023. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) for lenders in the event of a payment default. At the same time, S&P lowered the issue-level rating on AMC's subordinated notes to 'CCC+' from 'B-' and revised its recovery rating to '6' from '5'. The incremental senior secured debt reduces the value available to the subordinated noteholdersin a hypothetical default scenario and weakens recovery expectations for subordinated debtholders. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 5%) for lenders in the event of a payment default. S&P said the transaction does not affect its 'B' issuer credit rating and stable outlook on AMC since it is leverage neutral. S&P expects adjusted leverage will remain around 6x in 2019, as the box office faces tough comparisons versus 2018, and for the company to prioritize cash flow on capital expenditures and share repurchases. The company is also seeking an amendment to its credit agreement to loosen its net senior secured leverage ratio covenant (in effect when at least 35% of the revolver is drawn) to account for the greater amount of secured debt in its capital structure. S&P said that while it does not expect the covenant to be tested in 2019, it expects the company will maintain at least 15% cushion against this covenant over the next year. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors: -- Pro forma for the transaction, AMC's capital structure will consist of a $225 million senior secured revolving credit facility maturing in 2024, a GBP100 million senior secured revolving credit facility maturing in 2022 (issued by Odeon), a $2 billion senior secured term loan due in 2026, $600 million of senior unsecured convertible notes due in 2024, and $2.3 billion of senior subordinated notes with maturities ranging from 2024 to 2027. -- The GBP100 million multicurrency revolver (unrated) has a priority claim on the company's assets in England and Wales. -- The $600 million convertible notes (unrated) are senior unsecured and rank junior to the senior secured debt in terms of assets pledged as collateral to the secured lenders. While the notes could be converted into equity for $18.95 per share as early as September 2019, S&P assumes they remain debt in its analysis. If the notes are converted, it would increase recovery prospects for subordinated noteholders. -- Subordinated noteholders are subordinated in right of payment to the senior secured and the convertible debt lenders. Simulated default assumptions: -- S&P's simulated default scenario contemplates a hypothetical default in 2022, caused by a significant decline in movie theater attendance as a result of unappealing films, and a sudden and sharp shift toward alternative film delivery methods. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, and all debt includes six months of prepetition interest. -- S&P assumes that in the event of a default or insolvency proceeding, the company would reorganize, close underperforming theaters, and unwind leases. S&P uses a distressed EBITDA multiple of 6x to value the company. Simplified waterfall: -- EBITDA at emergence: about $547 million -- EBITDA multiple: 6x -- Net enterprise value (after 5% administrative costs): $3.1 billion -- Total collateral value available to senior secured lenders after priority claims: $2.8 billion -- Senior secured debt: $2.2 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $790 million -- Senior unsecured debt: $609 million -- Total value available to subordinated debt: $180 million -- Subordinated debt: $2.4 billion --Recovery expectations: 0%-10% (rounded estimate: 5%) RATINGS LIST Rating Lowered To From AMC Entertainment Holdings Inc. AMC Entertainment Inc. Subordinated CCC+ B- Recovery Rating 6(5%) 5(15%) New Rating AMC Entertainment Holdings Inc. Senior Secured $2 bil Initial Term Loan Facility due 2026 BB- Recovery Rating 1(95%) $225 mil Revolving Facility due 2024 BB- Recovery Rating 1(95%) Ratings Unchanged AMC Entertainment Holdings Inc. Issuer Credit Rating B/Stable/-- Senior Secured BB- Recovery Rating 1(95%) Carmike Cinemas Inc. Issuer Credit Rating B/Stable/-- Senior Secured BB- Recovery Rating 1(95%) AMC Entertainment Inc. Senior Secured BB- Recovery Rating 1(95%) AQGEN ASCENSUS: S&P Affirms 'B-' ICR on Dividend Recapitalization ----------------------------------------------------------------- S&P Global Ratings on March 7 affirmed all ratings on Dresher, Pa.-based retirement, health and government savings plan administrator and record-keeper AqGen Ascensus Inc. (Ascensus). Ascensus) is recapitalizing its balance sheet following the sale of approximately a 25% minority interest to a group led by Atlas Merchant Capital LLC. The recapitalization includes a $94 million add-on to the existing first-lien term loan, a $168 million add-on to the existing second-lien term loan, and a $54 million upsizing of its revolving credit facility. Pro forma for the transaction and a $138 million shareholder distribution, S&P expects leverage to increase to over 9.0x. S&P affirmed all ratings on Dresher, including the 'B-' issuer credit rating, 'B-' issue-level rating on the first-lien facility, and 'CCC' issue-level rating on the second-lien facility. The recovery ratings remain '3' and '6', respectively. The rating affirmation mainly reflects S&P's view that improvements in the company's competitive position and ample liquidity over the next 12 months offsets higher expected leverage of 9.5x on a pro forma basis (versus low- to mid-7x in S&P's previous forecast) and reduced cash interest coverage in the mid-1x area (versus high-1x area in S&P's previous forecast) following the recapitalization. S&P expects favorable industry tailwinds such as growing participation rates in state-sponsored retirement plans and other government-saving plans, and the company's increased scale and operating efficiencies to support deleveraging to the low-8x area over the next 12 months, and about a 200-basis-point expansion in EBITDA margin by year-end 2020. "The stable outlook reflects our expectation for revenue and earnings growth driven by demographic and industry tailwinds in the U.S. retirement savings industry as well as the integration of key acquisitions over the next 12 months.," S&P said. "Despite our expectation for high adjusted debt to EBITDA of about 8.2x, modest EBTIDA to cash interest coverage of 1.65x and weak cash flow generation in 2019, good pro forma cash balances of about $57 million and about $124 million of borrowing availability under the revolving facility should support the company's operating needs, growth, and earn-out obligations over the next 12 months." S&P said it would lower its rating if further increases in debt leverage or expectations for persistent cash flow deficits lead it to view the capital structure as unsustainable. This would result either from high integration costs or unanticipated client attrition as a result of integration challenges, a severe equity market downturn, or financial policy choices consistent with additional debt financed shareholder returns or large debt-funded acquisitions. Specifically, S&P would lower the rating if cash interest coverage falls below 1.2x, cash flow generation after debt service is persistently negative, or it expects available liquidity to fall below $20 million. "Given the company's aggressive debt funded acquisition strategy, we believe an upgrade is unlikely over the next 12 months. We could raise the rating if the company improves its credit metrics such that EBITDA to cash interest coverage exceeds 2.0x and S&P Global Ratings-adjusted debt leverage is below 7.0x on a sustained basis," S&P said. "A continuation of demonstrated contract wins in the 529 and retirement segments, expansion of key distribution channels, and faster-than-anticipated incorporation of acquisition synergies could lead to such deleveraging." AQUEOUS LLC: Taps Valuation as Appraiser and Valuation Expert ------------------------------------------------------------- Aqueous LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Valuation Source, as appraiser and valuation expert to the Debtor. Aqueous LLC requires Valuation to prepare an appraisal report for the Debtor's Properties, located at 2268 Camargue Lane, Henderson, Nevada 89044; 4849 Palacio Ct., Las Vegas, Nevada 89122; 7460 S Eastern Ave., Unit 2028, Las Vegas, Nevada 89123; 8857 Briar Bay Dr., Las Vegas, Nevada 89131; and 9000 Las Vegas Blvd. S., Unit 1141, Las Vegas, Nevada 89123. Valuation will charge a flat fee of $3,0000 to prepare an appraisal report for all Properties, as Valuation charges a $600 flat fee to prepare an appraisal report for each Property. Andrew J. Johnson, partner of Valuation Source, 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. Valuation can be reached at: Andrew J. Johnson VALUATION SOURCE 5510 S. Fort Apache Rd. Las Vegas, NV 89148 Tel: (702) 496-9923 E-mail: Andrew@ValuationSourceNV.com About Aqueous LLC Aqueous LLC is a real estate lessor based in Sheridan, Wyoming. Aqueous LLC filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. D. Nev. Case No. 19-10057) on Jan. 4, 2019. In the petition signed by Wendy J. Merrill, managing member, the Debtor estimates $576,609 in assets and $1,053,306 in liabilities. The case is assigned to Judge August B. Landis. Andersen Law Firm, Ltd., is the Debtor's counsel. ARCHROCK PARTNERS: S&P Raises Rating to 'B+' on Reduced Leverage ---------------------------------------------------------------- S&P Global Ratings on March 7 upgraded Houston-based natural gas compression services partnership, Archrock Partners L.P. (APLP) to 'B+' from 'B' as a result of improved credit metrics. It also raised the issue rating on the senior unsecured debt to 'B+' from 'B-' and revised the recovery rating to '4' from '5'. S&P expects APLP and its ultimate parent, Archrock Inc. (AROC), to continue delevering over the next several quarters such that S&P-adjusted debt to EBITDA falls and remains below 4.5x on a sustained basis. The partnership has issued $500 million of senior unsecured notes due 2027 to refinance the $350 million senior unsecured notes due 2021 and partially repay borrowings under the asset-based lending facility. S&P is also assigning its 'B+' issue-level rating and '4' recovery rating to the proposed debt, indicating average (30% to 50%; rounded estimate: 40%) recovery in the event of a payment default. The upgrade reflects APLP's reduction of leverage over the past few years and S&P's expectation that total horsepower and EBITDA generation will continue to increase without a commensurate increase in debt levels. S&P believes the partnership will be able to continue deleveraging gradually over the next few years, resulting in S&P-adjusted debt to EBITDA falling below 4.5x and remaining at that level on a sustained basis. S&P doesn't expect the partnership to materially increase its debt burden during this time. The stable outlook at APLP reflects S&P's expectation that utilization and rates will remain around current levels throughout 2019 and 2020. Given the robust backlog of large horsepower compressors, S&P expects total operating horsepower to grow materially throughout 2019. It expects S&P-adjusted debt to EBITDA at APLP to fall below 4.5x over the next two years. S&P expects the partnership to continue its path to deleveraging as EBITDA generation grows without adding commensurate leverage. "We could consider a negative rating action if we believed debt to EBITDA at the partnership would exceed 5x for an extended period. This could occur if demand for compression services weakens which would likely stem from an industry wide decline in natural gas production or slacking natural gas demand," S&P said. "We could consider a positive rating action if we expected APLP to maintain Debt to EBITDA below 4x while utilization remained in the 90% range and the partnership continued to grow its scale by adding incremental horsepower. This could occur if the partnership adopts a more conservative financial policy while demand for natural gas increases, resulting in increased production and demand for compression services," S&P said. ARROWHEAD RV: Principal Buying Personal Property for $4K -------------------------------------------------------- Arrowhead RV Sales, Inc., asks the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of 2004 Dodge pickup for $1,000, and 2008 Lakota horse trailer for $3,000 to its principal. The Debtor previously sold its real estate, which made up the bulk of the value of its assets. It proposes to sell the balance of the estate's saleable personal property. The Debtor still holds title to the camper trailers that it previously rented as a part of its business operation. Pursuant to the previous sale the mortgagee bank released its lien against the titles of the trailers. The trailers are in poor condition and are no longer rentable, so the Debtor's principal proposes to purchase the trailers for a price of $1,000. The Debtor's principal proposes to pay $,1000 for the 2004 Dodge pickup, and $3,000 for the 2008 Lakota horse trailer. There are no liens on these vehicles. It is in the best interest of the estate and of all the creditors that this property be sold to the proposed purchaser. The Debtor believes that the proposed sale price is fair. The Debtor is unaware of any lien against these items. Proceeds from the sale will be held by the Debtor's attorney pending completion of the Debtor's obligations under the confirmed Plan. Objections, if any, must be filed within 21 days from the date of Notice service. About Arrowhead RV Sales Based in Marianna, Florida, Arrowhead RV Sales Inc. provides recreational vehicles and camping supplies products. The Company offers cabin rentals, boat ramp, tent sites, open fires, and fishing pier services. Arrowhead RV Sales filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 17-40518) on Nov. 17, 2017. The Debtor estimated $500,001 to $1 million in total assets and $1,000,001 to $10 million in total liabilities. The Karen K. Specie oversees the case. Allen Turnage at Allen Turnage, P.A., is the Debtor's counsel. The Debtor tapped Naumann Group Real Estate, Inc., as realtor. ASCENT INDUSTRIES: Gets CCAA Initial Stay Order Until April 1 ------------------------------------------------------------- Ascent Industries Corp. and its affiliates filed for and obtained protection from their creditors under the Companies' Creditors Arrangement Act pursuant to an order of the Supreme Court of British Columbia dated March 1, 2019. The Initial Order granted the Companies various relief, including, inter alia, imposing a stay of proceedings against the creditors in respect to the Companies and its assets to April 1, 2019, appointing Ernst & Young Inc. as monitor, and providing the Companies an opportunity to prepare and file a plan of arrangement or compromise for the consideration of its creditors and other stakeholders. The Initial Order prohibits the Companies from making payments of amounts relating to the supply of goods or services prior to March 1, 2019, except as provided in the Initial Order. Pursuant to the Initial Order, the Companies are to carry on business in a manner consistent with the commercially reasonable preservation of its respective business and assets. According to the Company, the order also extends protection to Agrima Botanicals Corp., Bloom Holdings Ltd., Bloom Meadows Corp., Pinecone Products Ltd., Agrima Scientific Corp. and West Fork Holdings NV Inc. These proceedings do not include or impact the operations and activities of Ascent's other subsidiaries, including operations in Oregon, Nevada and Denmark. The Company said it sought creditor protection to address near term liquidity issues, which were in large part caused by the ongoing suspension of the Company's licenses by Health Canada which were negatively impacting the Company's ability to complete a strategic alternatives process in sufficient time to address its short term liquidity issues. In the circumstances, the Board of Directors determined that a CCAA proceeding was the most prudent and effective way to carry on business and maximize value for the Company's stakeholders. While under CCAA protection, Ascent will continue with its day-to-day operations and plans to conclude the strategic alternatives process in the immediate future, which has generated substantial interest from various parties. Ascent has received a commitment for up to $2 million in interim financing, subject to certain terms and conditions, to support its continued operations, which interim financing was approved by the Court. The interim financing is expected to provide sufficient liquidity to support the Company's business through to the conclusion of the strategic alternatives process. It is expected that this financing will be provided by Gulf Bridge Ltd., a secured creditor of Ascent. Ascent has also received a Notice of Intention to Enforce a Security from Gulf Bridge that it intends to enforce its security over certain assets of Ascent pursuant to a loan agreement dated Jan. 4, 2019, between Gulf Bridge and Ascent and guaranteed by Ascent's subsidiaries, West Fork Holdings NV Inc., Agrima Botanicals Corp. and Bloom Holdings Ltd. As of Feb. 25, 2019, the total amount of the indebtedness secured is $7,092,054. In accordance with the initial order granted in the CCAA proceedings, Gulf Bridge is stayed from enforcing its security over the property and undertaking of the entities in the CCAA proceedings. Gulf Bridge will have the right to enforce its security interest on property that is held by companies outside of the CCAA proceedings as of March 7, 2019, in which event the Company will review its legal rights and all available options. A copy of the Initial Order and other materials related to these proceedings is available on the Monitor's web-site: http://www.ey.com/ca/Ascent Further information, contact: Jason Eckford Ernst & Young Inc. 700 West Georgia Street Vancouver, BC V7Y 1C7 Tel: 604-648-3671 Email: jason.eckford@ca.ey.com The Companies retained as counsel: Borden Lander Gervais LLP 1200 Waterfront Centre PO Box 48600 Vancouver, BC V7X 1T2 Lisa Hiebert Tel: 604-632-3425 Fax: 604-622-5815 Email: LHiebert@blg.com Ryan Laity Tel: 604-632-3544 Fax: 604-622-5828 Email: RLaity@blg.com Ascent Industries Corp. -- https://ascentindustries.com/ -- operates as a pharmaceutical company. ASP CHROMAFLO: S&P Assigns B Rating on $60MM First-Lien Term Loan ----------------------------------------------------------------- S&P Global Ratings on March 8 assigned its 'B' issue-level rating to ASP Chromaflo Intermediate Holdings Inc.'s proposed $60 million first-lien term loan. S&P expects Chromaflo to use the proceeds to partially repay its second-lien term loan. S&P assigned a '2' recovery rating, reflecting its expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of default. All ratings are based on preliminary terms and conditions. The borrowers on the debt will be the same as the existing first lien term loan: ASP Chromaflo Intermediate Holdings Inc. and ASP Chromaflo Dutch I B.V. The recovery ratings on the existing debt are unchanged. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors: -- S&P's analysis reflects its understanding that the term loan facility is being syndicated to investors as a "strip", and lenders are required to hold proportionate (45% U.S./55% Dutch) interests in and have exposure to both tranches. Moreover, S&P understands that the strip is not severable and that any assignments would have to be for all or a portion of it. The proposed term loan shares this feature with the existing term loan. As a result, S&P's recovery rating on the first-lien term loan facility represents a weighted-average of the expected recoveries for the U.S. and Dutch tranches. -- In assessing recovery prospects for the $50 million revolving facility lenders, S&P understands (based on terms) that revolving lenders would be required to contribute proportionate commitments in any credit facility draw. S&P also assumes Chromaflo's borrowings under the facility (for purposes of estimating exposure under S&P's simulated default scenario) would reflect approximately the same split that underlies the term loan tranches and the company's domestic/foreign EBITDA split. -- S&P values the company on a going-concern basis using a 5.5x multiple of its emergence EBITDA. The 5.5x multiple is in line with that used for similarly rated specialty chemical peers such as Aruba Investments Inc. -- S&P's simulated default scenario contemplates a default in 2021 as Chromaflo's operating performance would materially deteriorate in the wake of a protracted economic downturn that causes a sustained decline in end-market demand for its products. -- Given this scenario, EBITDA margins would shrink and EBITDA would decline to levels insufficient to cover fixed-charge obligations of interest expense, scheduled debt amortization, and maintenance capital expenditures. -- S&P's emergence EBITDA assumes that the company regains some lost revenue through volume and undertakes cost-cutting efforts during bankruptcy that would help margins and EBITDA improve to $63 million. The increased emergence EBITDA compared to its prior analysis reflects the improved unadjusted EBITDA from previous years. -- S&P anticipates there will not be residual recovery value after first-lien lenders are repaid; as such, S&P estimates negligible (0%-10%; rounded estimate: 0%) recovery for second-lien lenders. Simulated default and valuation assumptions: -- Simulated year of default: 2021 -- EBITDA at emergence: $63 million -- EBITDA multiple: 5.5x Simplified waterfall: -- Net enterprise value: $332 million -- Valuation split (U.S. obligor/Dutch obligor): 45%/55% -- Collateral value available to first-priority claims: $332 million -- Secured first-priority claims: $454 million --Recovery expectations: 70%-90% (rounded estimate: 70%) -- Collateral value available to second-priority claims: $0 -- Secured second-priority claims: $59 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All numbers have been rounded and debt amounts include six months of prepetition interest. S&P's 'B-' issuer credit rating and stable outlook on parent ASP Chromaflo Holdings L.P. are unchanged. RATINGS LIST Ratings Unchanged ASP Chromaflo Holdings L.P. Issuer Credit Rating B-/Stable/-- ASP Chromaflo Intermediate Holdings Inc. ASP Chromaflo Dutch I B.V. Senior Secured B Recovery Rating 2 (70%) Senior Secured CCC Recovery Rating 6 (0%) New Rating ASP Chromaflo Intermediate Holdings Inc. ASP Chromaflo Dutch I B.V. $60 mil 1st term ln B Recovery Rating 2 (70%) BAKER AND SONS: Proposes Sale of Personal Property for $3K to $5K ----------------------------------------------------------------- Baker and Sons Air Conditioning, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the private sale of the personal property listed on Exhibit A, which is located at the principal offices of the Debtor, business, and free and clear of liens or other interests, by auction for $3,000 to $5,000. The Debtor is owner of the Property. The sale is a private sale wherein the Debtor proposes to transfer its interest in the Property to miscellaneous bidders who submit the best offer, pursuant to an advertised sale. The Debtor is informed and believes that the Property may be encumbered by liens in favor of DLI Assets Bravo, LLC, as Successor in interest to Quarterspot, Inc.; CT Corp. System, as Representative; and Iruka Capital Group, LLC. The liens of any secured creditors will be transferred to the proceeds of the sale. Pursuant to Fed. R. Bank. P. 6004, the secured creditors will be served with a copy of the Motion. The value of the Property to be sold is between $3,000 to $5,000. The terms of the sale are to be for cash and "as is." The sale will be advertised through a local newspaper, the Sarasota Herald Tribune. It will also be advertised on the internet through Craigslist and Letgo. The sale will be finally scheduled immediately after approval by the Court. The Debtor, in the sound mind of its business judgment, has concluded that the sale of the Property pursuant to the proposed terms presents the best option for maximizing the value of its estate for its creditors and equity interest holders. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Baker_and_Sons_26_Sales.pdf About Baker and Sons Air Conditioning Baker and Sons Air Conditioning, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-09333) on Oct. 30, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor tapped the Law Offices of Benjamin Martin as its legal counsel. BEAUTIFUL BROWS: Trustee Proposes Personal Property Online Auction ------------------------------------------------------------------ Greg Hays, the Chapter 11 Trustee of Beautiful Brows, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of several pieces of equipment that are not essential to its operating locations, such as a laser hair removal machine that is not being used and several salon chairs and bar stools, at online auction. The Debtor owns the Personal Property. The Court has entered an Order authorizing the employment of Bullseye Auction & Appraisal, LLC as auctioneer for the Debtor's bankruptcy estate, and the Auctioneer has prepared to hold an online auction on Feb. 27, 2019. The Trustee asks the Court's authorization and approval to sell the Beautiful Brows Personal Property through an online auction "as is, where is, with all faults" and without representation or warranty, express or implied. He moves for authority to have all gross sale proceeds paid to him at closing, and asks authorization to pay Auctioneer a 10% commission on the gross sales price of the Beautiful Brows Personal Property as well as authorization for Auctioneer to receive a 10% buyer's premium from each individual buyer. The Trustee also asks authorization to pay Auctioneer $500 as reimbursement for auction expenses. A separate motion will be filed to obtain court approval to make any further disbursements of sale proceeds 7. Based on the urgency of closing the proposed sale, the parties ask that the Court's order on the matter provide that Interim Bankruptcy Rule 6004(h) not apply and that the order not be stayed. 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. BEAVEX HOLDING: Force Final Buying All Assets for $7.2 Million -------------------------------------------------------------- Beavex Holding Corp., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize bidding procedures in connection with the sale of substantially all assets to Force Final Mile, LLC, TForce Final Mile West, LLC and TForce Logistics, LLC for $7.2 million, plus assumption of certain liabilities, subject to overbid. The Debtors' business consists of two business operations: namely, their transportation, warehousing and courier services and their medical logistics support services, which is operated by the BeavEx Inc.'s Guardian Medical Logistics Division. As a result of network of Third-Party Service Providers, the Debtors have become the nation's largest provider of medical logistics services dedicated solely to the medical industry. In September 2018, the Debtors, in consultation with their legal and financial advisors, began exploring several potential transactions through which to sell all or substantial parts of their business. To that end, they engaged G2 Capital Advisors to conduct an extensive and comprehensive marketing process. As a result of the marketing efforts, the Debtors received nine indications of interest. The Debtors ultimately received four written letters of interest ("LOIs") for the purchase of some or substantially all of their assets, one of which included the LOI from the Lead Bidder. After evaluating the LOIs, the Debtors, in consultation with their legal and financial advisors, determined that a sale of all or substantially all of their assets, was the best way to maximize the value of their estates for their creditors and other parties in interest. On Feb. 14, 2019, BeavEx Inc., JNJW Enterprises, Inc. and USXP, LLC ("Seller") entered into the APA with the Lead Bidder for the sale of the Assets. The APA evidences a value-maximizing bid of cash in the approximate amount of $7.2 million, plus assumption of certain liabilities. The APA preserves the Debtors' business as a going concern. Moreover, it will also provide for substantial number of their employees to keep their jobs on substantially the same terms and conditions under which they are currently employed and for the assumption of a substantial number of service agreements with the Contract Couriers and Third-Party Service Providers. The APA is not conditioned on financing or the completion of due diligence. The Debtors are seeking approval of the APA, which will also serve as the form asset purchase agreement to be provided to all prospective bidders that wish to participate in the Bidding Process. The salient terms of the APA are: a. Purchase Price: $7,204,987 cash, plus assumption of the Assumed Liabilities b. Agreements with Management: Prior to the Closing, the Buyer will provide (or cause one of its Affiliates to provide) to substantially all Business Employees on the Transferred Employee List an offer of employment, each on terms (with respects to wage level and benefits) which are substantially similar to the terms such Business Employee was subject to prior to the date of the APA. c. Closing and Other Deadlines: The Closing of the sale of the Acquired Assets and the assumption of the Assumed Liabilities contemplated thereby will take place electronically, no later than the first Business Day following the date on which the conditions set forth in Article IX and Article X of the APA have been satisfied or (if permissible) waived (other than the conditions which by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or (if permissible) waiver of such conditions), or at such other place or time as parties may mutually agree. d. Cash Deposit: $720,499, representing 10% of the Cash Purchase Price e. The Seller will assume and assign or sell all Assumed Contracts and Assumed Leases to the Buyer, and the Buyer will assume or purchase all Assumed Contracts and Assumed Leases from the Seller, as of the Closing Date, pursuant to the Sale Order. f. Bid Protections: The Seller will pay in cash to Buyer, subject to the consummation of the Alternative Transaction and not later than 15 days following the closing of such Alternative Transaction, a break-up fee in an amount equal to $180,000 payable from the proceeds of such Alternative Transaction by wire transfer of immediately available funds to the account specified by the Buyer to the Seller in writing. g. Relief from Bankruptcy Rule 6004(h): Time is of the essence in consummating the Sale. Notwithstanding the applicability of Bankruptcy Rule 6004, the terms and conditions of both the Bidding Procedures Order and Sale Order will be immediately effective and enforceable. By the Motion, the Debtors ask entry of the Bidding Procedures Order, which will, among other things, establish the following timeline: a. Deadline to Serve Sale Notice and Cure Notice - Within Two Business Days after entry of the Bidding Procedures Order b. Cure Objection Deadline and Assignment Objection Deadline - Within 10 days after service of Cure Notice c. Bid Deadline - 25 days after entry of Bidding Procedures Order d. Sale Objection Deadline - 25 days after entry of the Bidding Procedures Order e. Deadline to Notify Qualified Bidders - One Business Day after Bid Deadline f. Auction (if required) - Two Business Days after Bid Deadline g. Notice of Successful Bidder - One Business Day after Auction h. Sale Reply Deadline - Two days prior to the Sale Hearing i. Sale Hearing - No later than five Business Days after the Bid Deadline The Bidding Procedures are designed to maximize value for the Debtors' estates while ensuring an orderly sale process. The salient terms of the Bidding Procedures are: a. Bid Deadline: 4:00 p.m. (ET) on (TBD), 2019 b. Qualified Bidders' Bid: Exceeds the aggregate cash consideration to be paid to or for the benefit of the Debtors' estates set forth in the Lead Bid by at least $430,000, which represents the sum of (A) the amount of the Break-Up Fee of $180,000, plus (B) the Expense Reimbursement (not to exceed $150,000), plus (C) $100,000 and otherwise has a value to the Debtors c. Deposit: 10% of the Qualified Bidders' Bid d. Auction: If they receive one or more Qualified Bids in addition to the APA, the Debtors will conduct an auction of the Assets, which will be transcribed commencing at 10:00 a.m. (ET) two business days after the Bid Deadline at the offices of Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801. e. Bid Increments: $100,000 To facilitate and effectuate the Sale, the Debtors ask approval of their assumption, assignment, and sale of the Executory Contracts and Unexpired Leases to the Successful Bidder. Within two business days after entry of the Bidding Procedures Order, the Debtors will the Sale Notice upon all Sale Notice Parties. Any and all objections, if any, to any Sale, must be filed no later than 25 days after entry of the Bidding Procedures Order. The Debtors believe that their executory contracts represent valuable rights necessary to the continued operation of their business. They shall, within two business days after the entry of the Bidding Procedures Order, serve the Cure Notice. If any counterparty to an Executory Contract or Unexpired Lease objects for any reason to the Cure Amounts set forth in the Cure Notice, such counterparty must file no later than 10 days after service of the Cure Notice. To preserve the value of their estates and limit the costs of administering and preserving the Assets, it is critical that the Debtors close the sale of the Assets as soon as possible after all closing conditions have been met or waived. Accordingly, they ask that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/BEAVEX_HOLDING_16_Sales.pdf The Purchaser: TFI INT'L, INC. 8801 Trans-Canada Highway Suite 500 Saint-Laurent, Quebec, Canada H4S 1Z6 Attn: David Saperstein, CFO Facsimile: (514) 337-4200 E-mail: dsaperstein@tfiintl.com The Purchaser is represented by: Emanuel Grillo, Esq. BAKER BOTTS L.L.P. 30 Rockefeller Plaza New York, NY 10112 Facsimile: (212) 259-2519 E-mail: Emanuel.grillo@bakerbotts.com About Beavex Holding Corporation Founded in 1989, BeavEx Incorporated -- https://beavex.com/ -- and its affiliates are providers of ground and air transportation, warehousing and courier services, providing "last mile" delivery services, often consisting of controlled substances or otherwise highly sensitive materials to over 800 customers nationwide. The Company is headquartered in Atlanta, Georgia and employ 369 people. BeavEx Holding Corporation and four of its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-10316) on Feb. 18, 2019. In the petitions signed by CRO Donald Van der Wiel, BeavEx estimated $10 million to $50 million in assets and $50 million to $100 million in estimated liabilities. The Hon. Laurie Selber Silverstein over the cases. Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors. Stretto acts as claims and noticing agent. Donald Van der Wiel of S3 Advisors, LLC, is serving as the Debtors' CRO. BLESSED2BLESS LLC: April 11 Hearing on Disclosure Statement ----------------------------------------------------------- A hearing will be held on April 11, 2019, at 11:00 a.m., in the Courtroom, Chief Judge St. John's Courtroom, U.S. Bankruptcy Court, 600 Granby St., 4th Fl., Courtroom One, Norfolk, VA 23510 to consider the adequacy of the information contained in the proposed disclosure statement explaining the small business Chapter 11 plan proposed by Nathaniel J. Webb, III, for Blessed2Bless LLC. Any person objecting to the adequacy of the information contained in said disclosure statement or desiring to propose modifications thereto will file an objection or proposed modification with this Court, in writing, on or before 7 days prior to the date of the hearing on the disclosure statement. General unsecured claims are unimpaired and will be paid in full upon sale of real property at 9301 Sturgis Street, Norfolk, Virginia. A full-text copy of the Disclosure Statement dated February 19, 2019, is available for free at https://tinyurl.com/y2vxyexh from PacerMonitor.com at no charge. Blessed2Bless LLC Blessed2Bless LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-73285) on Sept. 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Stephen C. St. John presides over the case. BOB GIBBS & ASSOCIATES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Bob Gibbs & Associates, Inc. as of March 8, according to a court docket. About Bob Gibbs & Associates Inc. Based in Jacksonville, Florida, Bob Gibbs & Associates, Inc. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00100) on January 11, 2019, listing under $1 million in both assets and liabilities. The Law Offices of Jason A. Burgess, LLC represents the Debtor as counsel. BODY CONTOUR: U.S. Trustee Forms 5-Member Committee --------------------------------------------------- The U.S. Trustee for Region 9 on March 7 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Body Contour Ventures, LLC, and its affiliates. The committee members are: (1) Ignacio Francisco Uribe Prieto c/o Carlos Graf Carretera Mexico-Toluca 5324 Col. El Yaqui, Mexico DF Phone: (55) 5950-0808 Email: carlosg@fondot.com (2) Pamela Butler for Merz North America, Inc. 6501 Six Forks Rd. Raleigh, NC 27615 Phone: 919-985-7924 Email: Pamela.Butler@merz.com (3) Anne Liddy for Cynosure, Inc. 250 Campus Dr. Marlborogh, MA 01752 Phone: (508) 263-8498 Email: anne.liddy@hologic.com (4) Vanessa O'Connell for Valassis Direct Mail, Inc. 19975 Victor Pkwy. Livonia, MI 48152 Phone: (210) 694-1933 Email: vanessa.oconnell@harlandclarke.com (5) Mana Rama Tirth c/o Matt Wilkins, Esq. Brooks Wilkens Sharkey & Turco 400 South Old Woodward Ave., Ste. 400 Birmingham, MI 48009 Phone: (248) 971-1711 Email: Wilkins@bwst-law.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 Body Contour Ventures LLC Body Contour Ventures, LLC, which conducts business under the name LightRx -- https://www.lightrx.com -- is a personal care services provider specializing in medical weight loss, body contouring, laser lipo, cellulite reduction, skin tightening, skin resurfacing, laser hair removal, among others. It has locations in Arizona, Colorado, Illinois, Indiana, Kentucky, Maryland, Michigan, Minnesota, Missouri, Nevada, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, and Wisconsin. Body Contour Ventures sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 19-42510) on February 22, 2019. At the time of the filing, the Debtors had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The cases have been assigned to Judge Phillip J. Shefferly. The Debtors tapped Wolfson Bolton PLLC as their legal counsel. BURKHALTER RIGGING: Hires Foley & Lardner as Attorney ----------------------------------------------------- Burkhalter Rigging, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Foley & Lardner LLP, as attorney to the Debtors. Burkhalter Rigging requires Foley & Lardner to: a. give advice to the Debtors with respect to the Debtors' powers and duties as debtor in possession in the continued operation of the Debtors' business, including the negotiation and finalization of any financing agreements; b. assist in identification of assets and liabilities of the estate; c. assist the Debtors in formulating a plan of reorganization or liquidation and to take necessary legal steps in order to confirm such plan, including the preparation and filing of a disclosure statement relating thereto; d. prepare and file on behalf of the Debtors, all necessary applications, motions, orders, reports, adversary proceedings and other pleadings and documents; e. appear in Court and to protect the interests of the Debtors before the Court; f. analyze claims and competing property interests, and negotiate with creditors and parties-in-interest on behalf of the Debtors; g. advise the Debtors in connection with any potential sale of assets; and h. perform all other legal services for the Debtors that may be necessary in these proceedings. Foley & Lardner will be paid at these hourly rates: Partners $510 to $980 Of Counsel $590 to $920 Senior Counsel $455 to $700 Special Counsel $360 to $650 Associates $210 to $595 Paraprofessionals $60 to $320 Foley & Lardner will also be reimbursed for reasonable out-of-pocket expenses incurred. Marcus Alan Helt, a partner at Foley & Lardner, 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. Foley & Lardner can be reached at: Marcus Alan Helt, Esq. FOLEY & LARDNER LLP 2021 McKinney Avenue, Ste. 1600 Tel: (214) 999-3000 Dallas, TX 75201 E-mail: mhelt@foley.com 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. Dacarba LLC, as chief restructuring officer. National Transaction Advisors, Inc., as financial advisor and investment banker. Henry HOBBS Jr., acting U.S. trustee, on Feb. 19, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Burkhalter Rigging Inc. and its affiliates. BURKHALTER RIGGING: Hires Mr. Bouley of Dacarba LLC as CRO ---------------------------------------------------------- Burkhalter Rigging, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Mr. Ryan Bouley of Dacarba LLC, as chief restructuring officer, to the Debtors. Burkhalter Rigging requires Dacarba LLC to: a. make restructuring process decisions; b. review and develop any material drafted for consumption outside the Debtors; c. approve any expenditures or cash payments; d. assist in the collection of accounts receivable; e. assist in the management of the financial and operational reporting processes to all constituents pre and post- bankruptcy; and f. provide other services and activities as mutually agreed by the Debtors' Board and the CRO to the extent they are not duplicative of services provided by other professionals Dacarba LLC will be paid at these hourly rates: Partner/CRO $750 Managing Director $650 Director $575 Manager $500 Senior Consultant $425 Consultant $360 Dacarba LLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan Bouley, partner of Dacarba LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Dacarba LLC can be reached at: Ryan Bouley DACARBA LLC 711 Louisiana Street, Suite 3100 Houston, TX 77002 Tel: (713) 250-3000 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. Dacarba LLC, as chief restructuring officer. National Transaction Advisors, Inc., as financial advisor and investment banker. Henry HOBBS Jr., acting U.S. trustee, on Feb. 19 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Burkhalter Rigging Inc. and its affiliates. BURKHALTER RIGGING: National Transaction as Investment Banker ------------------------------------------------------------- Burkhalter Rigging, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ National Transaction Advisors, Inc., as financial advisor and investment banker to the Debtors. Burkhalter Rigging requires National Transaction to: a. assist in the evaluation of the Debtors' businesses and prospects, review and analyze business plan, financial projections, outlook and strategy; b. evaluate the Debtors' financial liquidity, debt capacity, capital structure, and capital markets alternatives to improve such liquidity; c. provide strategic advice with regard to restructuring or refinancing the Debtors' obligations; d. analyze various restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the investment recovery of stakeholders impacted by the Debtors' restructuring; e. attend meetings of the board of directors, or managing members, of the Debtors with respect to matters on which we have been engaged to advise hereunder; f. advise the Debtors on tactics and strategies for negotiating with the stakeholders and/or other appropriate parties in connection with any restructuring; g. advise and assist the Debtors on a best efforts basis in securing and evaluating any potential financing transaction by contacting potential financing sources for capital, term loans, lines of credit, asset backed-lines, bridge financing, unsecured or junior financing, letters of credit and bank guarantees as the Debtor may designate and assisting the Debtors in implanting such financing; h. advise and assist the Debtors, and subject to NTA- Riverbend's agreement so to act and, if requested by the Debtors, execution of appropriate agreements on behalf of the Debtors relative to contacting potential sources of capital; i. assist in the determination of a range of values for the Debtors on a going-concern basis; j. advise the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any restructuring; k. assist the Debtors in preparing documentation within our area of expertise that is required in connection with any Restructuring; l. assist the Debtors in identifying and evaluating candidates for any potential sale transaction, advising the Debtors in connection with negotiations and aiding in the consummation of any sale transaction; m. provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a restricting, as requested and mutually agreed; and n. develop a business plan to deal with current liquidity issues. National Transaction will be paid as follows: a. A monthly work fee of $20,000 (the "Monthly Fee"), until the earlier of the completion of the restructuring or the termination of the Firm's engagement, which is fully creditable against any other fees set forth herein; b. A fee, payable upon consummation of each and any Financing (the "Financing Transaction Fee"), equal to the amount set forth below: Funds Raised Fee % Senior Debt (including drawn line of credit) 1.5% in cash New Lender Debtor-in-possession Financing 1% in cash Subordinated Unsecured/Junior Debt 5% in cash Convertible Unsecured/Junior Debt 5% in cash Preferred Stock 5% in cash Common Stock or any type of equity-linked 5% in cash security c. A fee payable in connection with any Sale Transaction that incorporates all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Debtor. The Firm shall be paid a fee (the "Sale Transaction Fee") equal to the greater of (A) 4% of the proceeds to the Debtors' estates; and (B) $300,000 (the "Minimum Success Fee") provided, however, (1) that there shall be no Sale Transaction Fee (including, for the avoidance of doubt, no Minimum Success Fee) payable on account of any sale (x) to Metropolitan pursuant to a credit bid by Metropolitan or (y) of any of the Debtors' accounts receivable, if they are valued and purchased independent of any other assets sold; and (2) the Sale Transaction Fee associated with any sale of Claim ID #100928 of the Deepwater Horizon Economic and Property Damages Settlement Program shall be reduced to 2%; d. A fee, payable in connection with any Restructuring, equal to 0.50% of the existing obligations involved in such restructuring, which fee shall be credited against any Sale Transaction Fee or Financing Fee (and vice versa), and not less than $100,000 (the "Restructuring Fee" and together with the Sale Transaction Fee, the "Success Fees"). The Restructuring Fee shall be payable upon consummation of the Restructuring; and e. In addition to any fees that may be payable to the Firm and, regardless of whether any transaction occurs, the Debtor shall promptly reimburse the Firm for all reasonable expenses incurred by the Firm, including travel and lodging, and other expenditures, and the reasonable fees and expenses of counsel, if any, retained by the Firm. John O'Neill, managing director of National Transaction Advisors, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. National Transaction can be reached at: John O'Neill NATIONAL TRANSACTION ADVISORS, INC. 17480 Dallas Pkwy, Suite 220 Dallas, TX 75251 Tel: (972) 235-6287 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. Dacarba LLC, as chief restructuring officer. National Transaction Advisors, Inc., as financial advisor and investment banker. Henry HOBBS Jr., acting U.S. trustee, on Feb. 19 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Burkhalter Rigging Inc. and its affiliates. C & B REHAB: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of C & B Rehab, LLC as of March 8, according to a court docket. About C & B Rehab LLC C & B Rehab, LLC, a limited liability company in Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-11027) on Dec. 26, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Michael G. Williamson. The Debtor tapped the Law Offices of Benjamin Martin as its legal counsel. CAD INC: Alverez Buying Four Vehicles for $4,500 ------------------------------------------------ CAD, Inc., asks the U.S. Bnakruptcy Court for the Southern District of Florida to authorize (a) the sale to Vinney Alverez of the following vehicles: (i) 2013 Chevrolet Express, VIN 1GCSGAFXXD1129278 for $1,000; (ii) 2005 Ford Econoline E150 Van, VIN 1FTRE14W65HA69099, for $500; (iii) 2006 Ford Econoline E450 Super, VIN 1FDXE45S86HA40673, for $2,500; and (iv) 2005 Ford Econoline E150 Van, VIN 1FTRE14W15HB17673, for $500; and (b) the use of cash collateral in accordance with the monthly budget. The Debtor is the owner and operator of an air conditioning construction and air conditioning service business. Wells Fargo Bank, N.A. has a secured claim which arises from a Small Business Administration ("SBA") loan currently in the approximate amount of $677,156. Wells Fargo is secured by a blanket lien on the Debtor's assets and proceeds therefrom, which was perfected by a UCC-1 filed June 2, 2017. It also has a lien on all of the Debtor's vehicles. The Debtor believes that the Wells Fargo SBA lien attaches to the property described on the UCC-1xhibit A and all proceeds from the described property. The Debtor has an offer from the Buyer, whose family owns a small roofing company to purchase the vehicles for $4,500. It is proposing to use $3,000 of this revenue to rebuild another Transit Connect with a local dealer. The vehicle to be rebuilt has 58,000 miles as opposed to the 100,000 on the existing vehicle. The rebuilt vehicle would replace the cash collateral used to rebuild the vehicle. The Debtor respectfully asks an order of the Court allowing the Debtor to sell the Vehicles as set forth and apply $3,000 to rebuild another vehicle. Counsel for Debtor: Susan D. Lasky, Esq. SUE LASKY P.A. 320 S.E. 18th Street Fort Lauderdale, FL 33316 Telephone: (954) 400 7474 E-mail: Sue@SueLasky.com CAD, Inc., sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-23754) on Nov. 5, 2018. CAMIA PROPERTIES: KDO Buying Houston Building for $2.2 Million -------------------------------------------------------------- Camia Properties, LP, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property located at 14262 Gulf Freeway, Houston, Texas, being 1.4340 acres of land being Reserve A, Block 1 of Moon-Patel, Harris County, Texas (Harris County Appraisal Dist. Account 1240340010001), to KDO, LP, for $2.2 million. The Debtor's sole asset is the Building. The Debtor is a Texas limited partnership, its general partner is Camia Management, Inc. Originally these entities were the community property of Dr. Lechin and his wife (now ex-wife) Carmen Montiel. During the marriage, there were two liens -- one in favor of Wells Fargo Bank and a second in favor of Independent Bank. The debts secured by those liens are current. The 2018 ad valorem taxes have been paid. Ad valorem taxes have accrued for various taxing authorities for 2019, but are not yet due. Dr. Lechin and Ms. Montiel were divorced and Dr. Lechin was awarded the ownership in the Debtor and its general partner and Ms. Montiel was awarded a $1 million note executed by the Debtor and secured by a lien on the Building. The Building has been listed and marketed for sale for about three years. The initial listing price was $3 million. The broker, James Schuepbach of RYOAK Real Estate Group, as well as the Debtor, believes the current sales contract and price is the highest and best offer available and is a fair sales price. The Debtor has found a buyer for the Building which may result in insufficient funds available to fully pay the secured creditors in full. There have been numerous hearings in the family court regarding the sale of the Property and at a hearing on Dec. 31, 2018 the Court authorized the sale even if it resulted in a shortfall to Ms. Montiel. However, notwithstanding the Court's ruling, Ms. Montiel has refused to sign the necessary release of lien to allow for the sale of the Building. The Court agreed that if the sale resulted in a shortfall of $60,000 to Ms. Montiel that the sale was authorized and Ms. Montiel was ordered to sign a release. Thereafter, Ms. Montiel recomputed her debt in a manner to avoid having to sign the release. Ms. Montiel is an unsecured creditor and is not entitled to interest or attorney fees on her claim. Furthermore, pursuant to the terms of the note payable to Ms. Montiel, she is not entitled to attorney fees. The Buyer and the Debtor executed their contract and the addendum regarding the sale. Also, a proposed settlement statement reflects $965,131 available to pay Ms. Montiel on her $1 million Note. This is within the amount contemplated by the family court. Furthermore, relevant pages reflect the family court proceeds regarding authorization to sell for less than the $1 million. In any event, the family court does not have jurisdiction over the Debtor or the Building. The Debtor is concerned that further delay jeopardizes the sale of the Building. Given the lengths Ms. Montiel has pre-petition demonstrated she will go to frustrate this sale, the Debtor has had to resort to filing the bankruptcy case and asking an order authorizing the sale of the Building. The Debtor contests the amount of Ms. Montiel's debt and therefore proposes that the Court authorize the sale of the Building and the payment of all liens and costs necessary to close except that of Ms. Montiel’s claim and to hold the remaining sum until the amount of Ms. Montiel's debt is determined. The Debtor believes the sale of the Building is reasonable and maximizes the value of the Building. The contemplated sales price is the best available. Given the pre-petition difficulties the Debtor is concerned the buyer may walk away. Accordingly, emergency relief is requested. Since every creditor except Ms. Montiel will be paid in full, and Ms. Montiel will be paid an amount previously approved by the family court, no creditor is adversely impacted. Objections, if any, must be filed within 21 days from the date of Motion service. A copy of the Contract and the Settlement Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Camia_Properties_4_Sales.pdf The Purchaser: KDO, LP 1415 S Voss Rd. Ste. 110-108 Houston, TX 77057-1086 Telephone: (281) 960-4922 E-mail: Kosamor@yahoo.com About Camia Properties Camia Properties, a Texas limited partnership is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101 (51B)). The Company is the fee simple owner of a property located at 14262 Gulf Freeway, Houston TX 77034 valued at $2.2 million. Camia Properties, LP, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-30796) in Feb. 11, 2019. The petition was signed by Alex Lechin, president, Camia Mgmt, Inc., general partner, Camia Properties, LP. The Debtor estimated total assets at $2.2 million and $2,135,638 in total debt. Judge Jeffrey P. Norman is assigned to the case. The Debtor tapped Michael J. Durrschmidt, Esq., at Hirsh & Westheimer, P.C., as counsel. CHESAPEAKE ENERGY: Moody's Hikes CFR to 'B1', Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Chesapeake Energy Corporation's Corporate Family Rating (CFR) to B1, its Probability of Default Rating (PDR) to B1-PD, and its senior unsecured notes ratings to B2. The company's Speculative Grade Liquidity Rating was affirmed at SGL-3. The rating outlook was changed to stable. Concurrently, Moody's assigned a B1 CFR, B1-PD PDR and stable outlook to Brazos Valley Longhorn, L.L.C. (Brazos), a wholly owned unrestricted subsidiary of Chesapeake and successor by merger to WildHorse Resource Development Corporation (WildHorse). At the same time, Moody's upgraded WildHorse's senior unsecured notes ratings to B2 from Caa1 and withdrew WildHorse's B2 CFR, B2-PD PDR and SGL-3 rating. Brazos' rating outlook is stable. These actions follow the closing of Chesapeake's purchase of WildHorse and conclude the ratings review initiated on October 30, 2018 after the acquisition was announced. "The upgrade to B1 reflects the benefits of Chesapeake's acquisition of WildHorse in a largely equity funded transaction that improves Chesapeake's leverage profile and adds additional oil focused growth opportunities to its Eagle Ford position," commented Pete Speer, Moody's Senior Vice President. "The company's improved asset coverage of debt, rising proportion of oil in its production stream and good capital productivity further support the upgrade." Upgrades: Issuer: Chesapeake Energy Corporation - Probability of Default Rating, Upgraded to B1-PD from B2-PD - Corporate Family Rating, Upgraded to B1 from B2 - Senior Unsecured Shelf, Upgraded to (P)B2 from (P)B3 - Senior Unsecured Ratings, Upgraded to B2 (LGD4) from B3 (LGD4) Issuer: WildHorse Resource Development Corporation - Senior Unsecured Ratings, Upgraded to B2 (LGD5) from Caa1 (LGD5) Assignments: Issuer: Brazos Valley Longhorn, L.L.C. - Probability of Default Rating, Assigned B1-PD - Corporate Family Rating, Assigned B1 Outlook Actions: Issuer: Brazos Valley Longhorn, L.L.C. - Outlook, Assigned Stable Issuer: Chesapeake Energy Corporation - Outlook, Changed To Stable From Rating Under Review Issuer: WildHorse Resource Development Corporation - Outlook, Changed To Stable From Rating Under Review Affirmations: Issuer: Chesapeake Energy Corporation - Speculative Grade Liquidity Rating, Affirmed SGL-3 Withdrawals: Issuer: WildHorse Resource Development Corporation - Probability of Default Rating, Withdrawn , previously rated B2-PD - Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 - Corporate Family Rating, Withdrawn , previously rated B2 RATINGS RATIONALE Chesapeake's B1 CFR benefits from the addition of WildHorse's oil weighted production profile and correspondingly higher margins. Chesapeake's cash flow based leverage metrics will improve thanks to WildHorse's much lower financial leverage and stronger interest coverage, further supported by the company's strong hedge position for 2019, which underpins the company's oil focused development program. Consequently the combined company should be able to gain further efficiencies of scale and benefit from Chesapeake's strong operational and infrastructure capabilities in the Eagle Ford. Chesapeake's B1 CFR is supported by its large positions in several major North American basins, providing operating scale efficiencies, oil and gas investment optionality, and potential for further asset sales to fund development drilling or reduce debt. However, Chesapeake's rating is constrained by increasing debt levels in 2019-20 caused by negative free cash flow as it transitions the WildHorse acreage and its Power River Basin position into full development mode. The company also has introduced structural and analytical complexity by having WildHorse (now Brazos) remain an unrestricted subsidiary with a separate capital structure and no guarantees between the companies. Brazos' B1 CFR reflects a stand-alone credit profile characterized by rapidly increasing production, relatively low financial leverage and strong margins on its predominantly oil-weighted production. The rating is also supported by Chesapeake's ownership and its superior operational capabilities that will be applied to Brazos' Eagle Ford assets. The rating is constrained by Brazos' single-basin concentration, forecasted negative free cash flow and corresponding increases in debt in 2019-20. Chesapeake's SGL-3 rating is based on Moody's expectation that the company will maintain adequate liquidity through the first half of 2020, primarily owing to its committed revolving credit facility. The company has a $3 billion borrowing base revolving credit facility that had $800 million of borrowings and $107 million of letters of credit outstanding at December 31, 2018, pro forma for the WRD acquisition. Moody's expects a cash flow outspend through the first half of 2020 at the Chesapeake level, which can be comfortably funded under Chesapeake's revolver. Chesapeake has $380 million of debt maturities in 2019 and its 2020 and 2021 maturities will be reduced following the completion of the pending exchange offer transaction announced on March 5, 2019. The revolving credit facility contains multiple financial covenants that step down over the next several years. Moody's expects that the company will maintain adequate headroom for future compliance with these covenants through the first half of 2020. Moody's also expects Brazos to maintain adequate liquidity through the first half of 2020. At December 31, 2018, Brazos had $504 million outstanding under its $1.3 billion borrowing base revolving credit facility. Moody's expects a cash flow outspend through the first half of 2020, which can be comfortably funded under the revolver. The revolving credit facility has financial covenants and Moody's expects the company to maintain good headroom for future compliance with these covenants through the first half of 2020. Chesapeake's senior notes were upgraded to B2, consistent with the upgrade of the CFR. The senior notes are rated one notch beneath the CFR in accordance with Moody's Loss Given Default Methodology, reflecting the notes unsecured position in the company's capital structure relative to the $3 billion revolver, which has a senior secured claim to the assets. The senior notes are unsecured but are guaranteed by its operating subsidiaries (except for Brazos) on a senior unsecured basis. WildHorse's senior notes (assumed by Brazos) were upgraded to B2, one notch below Brazos' B1 CFR, reflecting the notes unsecured position in Brazos' capital structure relative to the $1.3 billion revolver, which has a senior secured claim to the assets. Moody's views the B2 rating as more appropriate than the rating suggested by Moody's Loss Given Default Methodology, given Brazos' stronger asset coverage of debt and Moody's expectation that the notes will ultimately be refinanced by Chesapeake through the issuance of senior unsecured notes at the Chesapeake level. Chesapeake's and Brazos' stable outlooks are based on the expectation that the companies will grow production volumes while maintaining substantial availability under their revolving credit facilities. Chesapeake's ratings could be upgraded should it approach cash flow neutrality, substantially improve its financial leverage metrics while generating strong returns on investment, and simplify its capital structure by refinancing the Brazos debt at the Chesapeake level. Retained cash flow/debt above 30% with a LFCR above 1.5x could result in a ratings upgrade. Chesapeake's ratings could be downgraded if the company's cash flow outspend is not mitigated and leads to a significant rise in debt levels, production resumes sequential declines or retained cash flow/debt falls below 15%. Brazos' ratings could be downgraded if Chesapeake's ratings were downgraded or if its stand-alone leverage were to substantially weaken from present levels. RCF/debt below 30% could result in a downgrade. Brazos' ratings are unlikely to be rated above Chesapeake's given its controlling ownership and therefore its ratings are unlikely to be upgraded since one of the considerations in upgrading Chesapeake will be the repayment of Brazos' debt to simplify the combined company's capital structure. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Chesapeake Energy Corporation is a large independent exploration and production company headquartered in Oklahoma City, Oklahoma. CHG PPC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------- U.S.-based CHG PPC Parent LLC is issuing a EUR175 million ($200 million) first-lien term loan B to fund its acquisition of Mid South Baking Co. (Mid South) and repay revolver borrowings. S&P Global Ratings expects the acquisition to close in April 2019 and estimates that pro forma leverage for the transaction will be approximately 6x, which is within its expectations for the current rating. On March 8, S&P affirmed all ratings, including its 'B' issuer credit rating on CHG PPC Intermediate II LLC and subsidiary CHG PPC Parent LLC. At the same time, it assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed EUR175 million first-lien term loan B due 2025. The affirmation reflects S&P's expectation for leverage to be managed near 6x over the next 12-18 months as the company continues to pursue tuck-in acquisitions. The company should maintain fairly stable leverage through EBITDA growth and free cash generation, which largely offsets as the company continues to pursue tuck-in debt-financed acquisitions. Since being acquired by Pritzker Private Capital in March 2018, the company has spent approximately $380 million on acquisitions, but added over $200 million in sales and $40 million in EBITDA to enhance its scale. Furthermore, S&P believes the acquisitions have strengthened the business by entering a higher growth category in cookies, expanding its manufacturing footprint and increasing its business with strong customers including McDonald's, Burger King, and Lidl. Most recently, the company agreed to purchase Mid South, a producer of hamburger buns and English muffins in the Southeastern, United States. It is the company's third acquisition in the last 12 months. The company also purchased Cookietree, a producer of thaw-and-serve and ready-to-bake cookies for foodservice, in August 2018 and WBack, a producer of fresh buns in Europe in January 2019. While the pace of acquisitions has been quicker than S&P anticipated, the acquisitions have been relatively small and are extensions of existing product operations or adjacent products (in the case of Cookietree), which should limit integration risk. The stable outlook reflects S&P's expectation for leverage to stay near 6x over the next 12-18 months given that it anticipate EBITDA growth and positive free cash generation to offset likely further debt-financed tuck-in acquisitions. "We would lower the rating if leverage stays above 7x. An increase in leverage could result from aggressive financial policies including a large debt-financed acquisition or dividend to owners," S&P said. "We could also lower the rating if EBITDA margins decline more than 300 basis points and we expect free operating cash flow to become negative." This could occur if the company faces operational challenges with integrating its acquisitions or business with top customers begins to decline, according to S&P. "While unlikely in the near term, we could raise the rating if the company's financial sponsor commits to less aggressive financial policies and to managing leverage below 5x. This could occur if the company applied discretionary cash flow toward debt repayment and did not pursue additional debt-financed acquisitions," S&P said. "We could also raise the rating if the company increases its scale or geographic reach and further diversifies its customer base, or expands its product offering." CLEAN THE SERIES: Hires Ruth Auerbach as Attorney ------------------------------------------------- Clean! The Series, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ the Law Office of Ruth Auerbach, as attorney to the Debtor. Clean! The Series requires Ruth Auerbach to: a. assist in the review and possible amendment of schedules and other pleadings required in connection with the case; b. file motion to extend the automatic stay; c. assist in the resolution of issues involving creditors, including the Motion for Relief from Stay filed by USAM 1 FUND, which is set for hearing on March 6, 2019; and d. assist and advise the Debtor in performing the acts required of the Debtors as set forth in the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; Ruth Auerbach will be paid based upon its normal and usual hourly billing rates. Ruth Auerbach will be paid a retainer in the amount of $5,000. Ruth Auerbach will also be reimbursed for reasonable out-of-pocket expenses incurred. Ruth Auerbach, partner of the Law Office of Ruth Auerbach, 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. Ruth Auerbach can be reached at: Ruth Elin Auerbach, Esq. LAW OFFICE OF RUTH AUERBACH 77 Van Ness Avenue, Suite 220 San Francisco, CA 94102 Tel: (415) 722-5596 Fax: (415) 731-9982 About Clean! The Series Clean! The Series LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 19-20854) on Feb. 13, 2019, estimating under $1 million in both assets and liabilities. The Law Office of Ruth Auerbach is the Debtor's counsel. CLEAVER-BROOKS INC: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------------- S&P Global Ratings on March 7 affirmed its 'B' issuer credit rating on U.S.-based boiler, burner, and heating system manufacturer Cleaver-Brooks Inc., and revised the rating outlook to negative from stable. The rating actions follow Cleaver-Brooks' reported weaker-than-expected revenue and profitability that resulted in adjusted debt to EBITDA for the last 12 months rising to 7.0x as of Dec. 30, 2018. S&P also affirmed its 'B' issue-level ratings on the company's senior secured notes. The '4' recovery rating is unchanged. S&P affirmed its 'BB-' issue-level ratings on the asset-based lending (ABL) facility and subsequently withdrew them at the request of the Issuer. "Our outlook revision reflects the potential that Cleaver-Brooks could have difficulties improving its revenue and profitability in fiscal year ending March 31, 2020 as it faces significant competition, slowing demand for its industrial watertube boilers, higher-than-expected raw material and component costs and a shrinking order backlog," S&P said. "The company's operating performance fell short of our previous expectations and caused credit metrics to worsen." S&P said the negative outlook on Cleaver-Brooks reflects multiple risks to its base-case projection including unfavorable purchasing patterns and potential competition that could result in revenue, profitability, and cash flow declines beyond its current projections. "We could lower the rating over the next 12 months if the company is unable to successfully implement strategic initiatives or if it is unable to pass through material costs without impairing its competitive position and leading to continued weakness in operating profit such that leverage is expect to remain above 7.0x," S&P said. "We could also lower our rating if the company's liquidity deteriorates such that it triggers the springing fixed charge financial covenant on its ABL facility." S&P said it could revise the outlook to stable over the next 12 to 18 months if customers' purchasing patterns stabilize or improve and the impact from raw material costs on margins is less severe. S&P said it would then expect revenue and profitability to improve such that leverage stays below 7.0x. COMFORT HOLDING: S&P Places 'CCC+' ICR on Watch Pos. on FXI Deal ---------------------------------------------------------------- S&P Global Ratings on March 8 placed all of its ratings on Comfort Holding LLC, including its 'CCC+' issuer credit rating, on CreditWatch with positive implications following the announcement that it is being acquired by FXI Holdings Inc. The CreditWatch placement follows the announcement that polyurethane foam producer FXI Holdings plans to acquire Comfort Holding for $850 million. The transaction is contingent on regulatory approval. S&P said it expects the transaction to close in the second half of 2019. Its current anticipation is that the combined entity will have a credit quality that is stronger than Comfort's current standalone credit quality. "We expect to resolve the CreditWatch following completion of the transaction. Assuming the transaction closes, we would likely raise the ratings on Comfort to bring them in line with those on FXI. We would then withdraw all our ratings on Comfort," S&P said. CONSOLIDATED COMMUNICATIONS: S&P Cuts ICR to B on Underperformance ------------------------------------------------------------------ S&P Global Ratings on March 8 lowered all ratings by one notch, including its issuer credit rating on Mattoon, Ill.-based incumbent telecommunications provider Consolidated Communications Holdings Inc. to 'B' from 'B+'. The company, S&P said, is underperforming its expectations because of ongoing secular industry pressures and continued weak performance in its consumer broadband business. The downgrade reflects S&P's expectation that Consolidated's adjusted leverage will remain above 5x over the next couple of years, which is above S&P's threshold for the 'B+' rating, because of revenue declines in the low- to mid-single-digit percent area over the near term. S&P said lower revenue is due to ongoing voice access line losses and declines in other legacy products as well as tepid growth in its consumer broadband business. Despite some moderation of top-line revenue declines in recent quarters, Consolidated still faces ongoing secular pressures and intense competition from the incumbent cable providers, S&P said. In addition, S&P believes that ongoing declines in high-margin voice revenue will hurt the company's EBITDA margin over time once offsetting cost synergies associated with its acquisition of FairPoint Communications are fully realized, which S&P expects by mid-2019. The negative outlook reflects the possibility that revenue declines will persist over the near term, leading to lower EBITDA and free operating cash flow (FOCF), such that credit metrics worsen and adjusted leverage approaches 6x over time without a path for improvement. "We could lower the rating on Consolidated if increased competition results in price compression or subscriber losses, such that revenue and EBITDA declines persist and we expect leverage to remain above 6x longer term," S&P said. "We could also lower the rating if Consolidated pursues another debt-financed acquisition or maintains a shareholder-friendly distribution policy that results in leverage above 6x on a sustained basis." S&P said it could revise the rating outlook to stable if operating performance improves or if the company pursues a more conservative financial policy, such that it had greater confidence that Consolidated could reduce leverage over time. "Although less likely, we could raise the rating if the company captures meaningful broadband share in the acquired FairPoint markets, and increases revenue from business services such that FOCF to debt rises above 5% and leverage declines below 5x on a sustained basis" S&P said. CORTLAND HABITATS: Unsecureds to Get 15% for 36 Months Under Plan ----------------------------------------------------------------- Cortland Habitats, Inc., College Hill Realty, LLC, Campus Habitats, LLC, and Committed 2 Cortland, LLC, filed a joint plan of reorganization and accompanying disclosure statement. Class IV Claims (General Unsecured Claims) are impaired. Class IV consists of the claims of general unsecured creditors in the Debtors' cases. The amount of general unsecured claims filed and/or scheduled is approximately $1,043,451. The claims of general unsecured creditors shall be paid pro-rata distributions of not less than 15% on their allowed claims after payment of allowed administrative and priority tax claims on a monthly basis for 36 months. Class I Claim (Secured Claim of Visions Federal Credit Union) are impaired. Class I consists of the secured claim of Visions Federal Credit Union in the aggregate amount of $2,268,192. Pursuant to the Settlement between the Debtors and VFCU, the amount due to VFCU under the amended and restated promissory note is now $2,369,528.44 for the Operating Debtors. VFCU shall be paid pursuant to the terms and conditions of the settlement between the parties as well as the amended restated promissory note beginning April, 2019. Class II Claim (Secured Claim of Saratoga National Bank) are impaired. Class II consists of the secured claim of Saratoga National Bank and Trust Company in the amount of $24,606. The Debtors shall continue to make monthly payments pursuant to the terms of the finance agreement and Saratoga shall retain its lien against the Debtors' vehicle. Class III Claim (Secured Claim of Firstar Investors, Inc.) are impaired. Class III consists of the secured claim of Firstar Investors, Inc., in the amount of $325,381. Debtor Cortland Habitats, Inc. is a co-debtor on this loan and the Operating Debtors will file a motion seeking to have the claim reclassified as a general unsecured claim. Class IV Claims (Shareholder). Class V consists of the interests of the Debtors' insider shareholder, Jeff D. Grodinsky. The claims of the Debtors' insider shall be subordinated to the claims of the general unsecured creditors and will receive no distribution under the Plan, however, the insider shall retain this equity interests in the Debtors. The Plan will be financed from the following: -- Approximately $95,000.00 from Visions Federal Credit Union from rents received on the Debtors' rental properties during lender, Visions Federal Credit Union, management pursuant to the terms of the "so-ordered" Settlement Agreement; and -- Income derived from the operation of Debtors' business and rental properties. A full-text copy of the Joint Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y44op24z from PacerMonitor.com at no charge. About Cortland Habitats Cortland Habitats Inc., College Hill Realty LLC, Campus Habitats LLC and Committed 2 Cortland LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 17-71523 to 17-71526) on March 15, 2017. On March 15, 2017, CEO Jeff D. Grodinsky, who holds a 100% interest in Cortland Habitats, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-71522). The petitions were signed by Mr. Grodinsky. The cases are assigned to Judge Alan S. Trust. At the time of the filing, Cortland Habitats and the three other companies estimated their assets and liabilities at $1 million to $10 million. CPV SHORE: S&P Rates Senior Secured Debt 'BB', Outlook Stable ------------------------------------------------------------- S&P Global Ratings on March 8 assigned a 'BB' rating to CPV Shore Holding LLC's senior secured debt. The '1' recovery rating indicates S&P's expectation of very high recovery (90%-100%; rounded estimate: 90%) recovery in the event of default. CPV Shore Holdings LLC (CPV), the owner of the Woodbridge Energy Center in New Jersey, has issued a $425 million senior secured term loan B due 2025 and a $120 million senior secured revolving credit facility due 2023. CPV utilized proceeds from the issuance primarily to partly refinance a prior term loan and partly to fund distributions to sponsors. The borrower, CPV Shore Holdings LLC, is owned by CPV Shore Investment LLC (37.53%), Toyota Tsusho Shore LLC (31.25%), Osaka Gas Shore LLC (20.00%), and John Hancock Life Insurance Co. (U.S.A.) (11.22%). S&P believes CPV Shore Holdings LLC has customary separateness provisions in the financing and organizational documents to consider that CPV Shore Holdings LLC is adequately ring-fenced from the parent entities. Based on its review of the final documentation, S&P assesses CPV Shore Holdings LLC to be de-linked from its parents because the company met its requirements. The final documentation also suggests that this project has the usual and customary terms and provisions typically seen in this kind of project finance transaction, such as cash flow waterfall, reserves, covenants, and borrowing restrictions. CPV has paid down its prior term loan and replaced it with a new term loan. CPV Shore Holdings LLC has raised $425 million in a senior secured term loan through Woodbridge to partially fund a $100 million distribution to the sponsors, refinance the prior term loan balance (not rated), and fund transaction expenses. The prior term loan was used to fund the construction and initial operation of the project. S&P said the stable outlook reflects its expectation that CPV, through refinancing, will maintain average DSCR of about 1.8x. It also expects CPV to maintain a capacity factor in the 70% to 80% range and a heat rate of 6,800 Btu/Kwh to 6,950 Btu/Kwh over the next five years. Over the life of the project, S&P expects DSCRs averaging about 1.8x. It also expects the project's minimum DSCR to be 1.47x in 2026. "We could lower the rating if the project is unable to maintain a DSCR above 1.35x on a consistent basis. Due to the single asset exposure, a downgrade could occur due a single meaningful event. For example, we could consider a negative rating action if the project experienced unexpected operational issues that require an extensive unforced outage," S&P said. "The cash flow sweeps also assume a level of cash flows from gas optimization. We view these cash flows as relatively higher risk. The inability of the project to sustain these cash flows would lead to a downgrade." S&P said a downgrade could also stem from the deterioration of energy margins possibly because of lower power demand or power prices. In addition, if the project doesn't sweep debt as it currently expects, S&P could consider a negative rating action on the project. Furthermore, if its expectations changed with regards to the downside resilience of the project, S&P could consider a negative rating action. "While we view it as unlikely, we could raise the ratings if the project achieves a minimum base DSCR of greater than 2.5x in all years, including during the post refinancing period. This could stem from a secular improvement in power and capacity prices in PJM and the unit's ability to continue to procure inexpensive natural gas feedstock," S&P said. DECK CHASSIS: Moody's Puts B1 CFR under Review for Downgrade ------------------------------------------------------------ Moody's Investors Service placed the B1 Corporate Family Rating and the B1-PD Probability of Default Rating of Deck Chassis Acquisition Inc. ("Deck Chassis Acquisition") under review for downgrade. This action follows the announcement that funds managed by affiliates of Apollo Global Management, LLC ("Apollo") entered into a definitive agreement to acquire Direct ChassisLink, Inc. ("DCLI"). Direct Chassis Acquisition is the parent company of DCLI, a leading provider of chassis rental equipment and asset management software services to the U.S. intermodal industry. The transaction is expected to close in the second quarter of 2019. The B3 ratings of the $325 million senior secured term loan and the $325 million senior secured notes due 2023 are unaffected. RATINGS RATIONALE Moody's review of the B1 Corporate Family Rating and the B1-PD Probability of Default Rating will focus on the capital structure of Direct Chassis Acquisition following the acquisition. In addition, the review will assess the ability of the company to increase margins that have been pressured due to costs related to the 2018 acquisition of the domestic chassis fleet as well as last year's contract changes in the marine segment. The margin pressure occurred despite the attractive position of the domestic chassis fleet business as the sole provider of chassis equipment pools for the transportation of 53' containers that are used by North American freight railroads and other large transportation and logistics companies. Similarly, cash flows have been adversely impacted by both lower earnings and elevated fleet investments. On Review for Downgrade: Issuer: Deck Chassis Acquisition Inc. - Corporate Family Rating, Placed on Review for Downgrade, currently B1 - Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Outlook Actions: Issuer: Deck Chassis Acquisition Inc. - Outlook, Changed To Rating Under Review From Stable The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Deck Chassis Acquisition Inc. is the parent company of Direct ChassisLink, Inc. Headquartered in Charlotte, NC, Direct ChassisLink, Inc. is a leading provider of equipment and asset management software services to the U.S. intermodal transportation industry. Revenues in 2018 were approximately $580 million. As part of the transaction with Apollo, current owner EQT Infrastructure will retain a 20% minority stake in DCLI. DIVESTCO INC: Gets Court Order to Restructure Under CCAA -------------------------------------------------------- Divestco Inc. sought and obtained protection from its creditors under the Companies' Creditors Arrangement Act. Pursuant to the order issued by the Court of Queen's Bench of Alberta in March 2019, Grant Thornton Limited was appointed as the monitor under the CCAA. According to the Company, it cannot meet its obligations generally as it become due and is therefore insolvent. The total amount of claims against the Company exceeds $5 million. A stay of proceedings is necessary in order to preserve the value of the Company's business and property for the benefit of its stakeholders. The Company noted that details of its proposed reorganization have not been finalized. However, it has made preliminary plans and has an overall strategy for the proposed reorganization. In general terms, the reorganization contemplates, among other things, that the business of the company will be marketed under a sales or investment solicitation process which will likely include a credit bid by the secured creditors of the Company. Upon the contemplation of the SISP, a transaction will be presented to the Court, and a vesting order will be sought with respect to the assignment of the Company business transferred under the SISP. The SISP would be commenced as soon as possible, wit the guidance and approval of the Monitor, and Court approval will be sought for the SISP soon thereafter. The business of the Company would continue in a privately held company. The Company said it has asked certain secured creditors to make a debtor-in-possession loan, wherein it can access $1.5 million in order to maintain operating cash, fund the cost of its operations and proceedings, and pursue and implement the restructuring. The Company named Field LLP as its special restructuring counsel and corporate counsel. The firm can be reached at: Douglas S. Nishimura, Esq. Field LLP 400, 444-7 Avenue S.W. Calgary AB T2P 0X8 Tel: (403) 260-8548 Fax: (403) 264-7084 E-mail: dnishimura@fieldlaw.com The Monitor can be reached at: Grant Thornton Limited Attn: Andrew Basi Suite 1100, 332 6th Avenue SW Calgary ABT2P 0B2 Tel: 403-296-2992 E-mail: andrew.basi@ca.gt.com A copy of the Initial Order and other document can be accessed at https://www.grantthornton.ca/en/service/advisory/creditor-updates/#Divestco-Inc Divestco Inc. -- http://www.divestco.com/-- is an energy geoscience services company that provides data software and services to the oil and gas industry. DYNALYST CORP: Unsecureds to Get $116,131 Over 60 Months Under Plan ------------------------------------------------------------------- Dynalyst Corporation filed a combined Chapter 11 plan of reorganization and accompanying disclosure statement. Class 4A claims: The general unsecured claims that are not disputed shall receive pro-rata distributions before the expiration of 60 months, but not before all claims of Classes 1 and 2 are satisfied. The amount of the dividends to be paid to this class is estimated to total $116,131. Class 1 claims: (including those of the U.S. District Clerk, U.S. Trustee and Debtor's Counsel) US Trustee fees are payable when due; all approved attorney fees shall be paid upon court approval of the fee applications on a payment schedule as permitted by Debtor's net income. All other administrative expenses shall be due and payable on the first day of the first month following sixty days after the Plan is confirmed. Class 2A claims: TexasWorkforce Commission filed a priority claim on July 13, 2018 for the total amount of $4,989.55 and amended the claim on August 6, 2018 to reflect a balance of $5,004.55. The claim is undisputed and shall be paid as a priority creditor monthly beginning the first day of the next month after confirmation of the Plan. Class 2B claims: (Federal Tax Liabilities): The Internal Revenue Service filed an amended proof of claim on October 15, 2018 with the total amount due of $161,110.09, with $125,083.42 claimed as priority. Class 2C claims: (County Tax Liabilities): Williamson County filed a secured proof of claim (Claim No. 3) on July 6, 2018 with the total amount due of $134,439.26. It filed a subsequent claim (Claim No. 18) on January 8, 2019. Class 2D claims: UnitedHealthcare Insurance Company filed its claim as priority for $8,876.19 on July 5, 2018. This claim is disputed. Class 3A claim: The secured claimof National Loan Acquisitions Company (NLAC) shall be satisfied under this Plan as provided herein. The Plan constitutes a ratification, renewal and reinstatement, as applicable, of the Note and related loan documents. The Reorganized Debtor shall continue to make the payments required by the terms of the Cash Collateral Order, and as renewed and extended pursuant to the Plan, are valid and duly existing and shall have the priority as existed prepetition, without the necessity of additional recordation of such liens. Time is of the essence of the Reorganized Debtor's performance of its obligations under the Note and the related loan documents. Class 3B claim: On Deck Capital, Inc (ODC) filed a claim of $89,903.88 as a secured claim. The Debtor treats ODC's claim as liquidated and fixed in the total amount of the claim on the day it filed its proof of claim, July 5, 2018. No interest or other charges will accrue and shall pay the claim in equal installments of $1,498.40 for 60 months with the first installment due on the 15th day of the month following confirmation of this Plan and the 15th day of each subsequent month until the total amount is paid. Class 3C claim: Nissan-Infiniti LT is the lienholder and owner of the note secured by the indebtedness on the 2017 Infiniti QX50 used by Craig Takacs, the president of the Debtor, for transportation from his corporate offices to the plant facility in Round Rock, Texas. The claim will be paid according to the pre-petition contract. Class 4B claims: The amount claimed in the proof of claim of Orbotech, Inc. (Claim No.13) is disputed as to the amount of the claim and subject to objections. The Debtor scheduled Sparktech, Inc., in its Schedule E/F, [3.50] as "disputed" and "unliquidated." Class 4C claims: Insiders: To the extent of that undisputed Insider Claims are allowed such claims shall be treated as a unsecured claim and may be satisfied only after all other allowed claims have been satisfied. Dynalyst Corporation's primary sources of income have been: 2015: General Revenues - $1,529,953 2016: General Revenues - $1,579,398 2017: General Revenues - $1,517,706 2018: General Revenues - $1,086,683 year to date: General Revenues - $160,000 A full-text copy of the Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y367lm8e from PacerMonitor.com at no charge. About Dynalyst Corporation Dynalyst Corporation -- http://www.dynalyst.com/-- is a manufacturing company that produces custom ATE interface printed circuit boards (PCBs), fundamental to the testing of integrated circuits. It was founded in early 2002 and is headquartered in Taylor, Texas. Dynalyst sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-10860) on July 2, 2018. In the petition signed by Craig T. Takacs, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. The Debtor tapped Larry Vick, Esq., as its legal counsel. ELCANO EXPLORATION: Gets CCAA Stay Until March 28 ------------------------------------------------- Elcano Exploration Inc. and Elcano Exploration Ltd. sought protection in the Court of Queen’s Bench of Alberta for protection under the Companies' Creditors Arrangement Act. On Feb. 26, 2019, the CCAA Initial Order and SISP Approval order was granted by the Honourable Madam Justice K.M. Horner of the Court. The Court appointed Hardie & Kelly Inc. as Monitor of the CCAA proceedings The CCAA Order provides certain relief including the imposition of an initial Stay of Proceedings against the Companies and also Elcano Energy Partnership ("Elcano Group") and their respective assets through to March 28, 2019, and provides the Elcano Group with an opportunity to prepare and file a plan of arrangement or compromise under the CCAA for the consideration of its creditors. Claims against the Elcano Group for payment for goods and services supplied to the Elcano Group prior to Feb. 26, 2019 are suspended and creditors are prohibited from continuing or taking any actions or exercising any rights against the Elcano Group except with leave of the Court. Under the CCAA Order, the Elcano Group is to continue to carry on business in a manner consistent with the commercially reasonable preservation of its business and assets while it engages in a Court supervised Sale and Investment Solicitation Process ("SISP"). Additional details in respect of the SISP will be available in the near future. Further information, contact: Marc Kelly Hardie & Kelly Inc. Licensed Insolvency Trustees 110-5800 2 St. SW Calgary, AB T2H0H2 Tel: 403-536-8510 Fax: 403-640-0591 Email: mkelly@insolvency.net Counsel for the Companies: Chris Simard Kelsey Meyer Bennett Jones LLP 4500, 855 - 2nd Street S.W. Calgary, Alberta T2P 4K7 Tel: 403-298-4485 403-298-3323 Fax: 403-265-8219 Email: simardc@bennettjones.com meyerk@bennettjones.com Monitor's counsel: Josef G. Kruger, Q.C. Borden, Ladner Gervais LLP 1900, 520 - 3rd Avenue SW Centennial Place, East Tower Calgary, AB T2P 0R3 Tel: 403-232-9563 Email: jkruger@blg.com A copy of the CCAA Order can be accessed here: https://relieffromdebt.ca/elcano-group/ Elcano Exploration Inc. -- http://www.elcano.ca/--is an operating oil company with its key properties located in Minotaba and some additional interests in Alberta and Saskatchewan. ELMMORE REALTY: Seeks to Hire Louis S. Robin as Counsel ------------------------------------------------------- Elmmore Realty Services, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ the Law Offices of Louis S. Robin, as counsel to the Debtor. Elmmore Realty requires Louis S. Robin to: (a) draft the Debtors' motions and orders concerning necessary pleadings to continue the Debtor's Chapter 11 Case; (b) counsel and assist the Debtor in the resolution of its financial problems and the implementation of a Plan of Reorganization; (c) provide legal advice with respect to the powers and duties of the debtor in possession in the continued operation of its business; (d) assist the Debtor in compliance with the requirements of the U.S. Trustee; (e) prepare, on behalf of the Debtor, necessary motions, orders, complaints, answers, notices, and other legal documents and pleadings; and (f) perform other related legal services for the Debtor which may be necessary. Louis S. Robin will be paid at the hourly rate of $300. Louis S. Robin will be paid a retainer in the amount of $5,000. After deducting legal expenses and fees of $3,362, the Firm held the remaining balance of $1,638 in its trust account. Louis S. Robin will also be reimbursed for reasonable out-of-pocket expenses incurred. Louis S. Robin, partner of the Law Offices of Louis S. Robin, 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. Louis S. Robin can be reached at: Louis S. Robin, Esq. LAW OFFICES OF LOUIS S. ROBIN, 1200 Converse Street Longmeadow, MA 01106 Tel: (413) 567-3131 Fax: (413) 565-3131 E-mail: louis.robin.bankruptcy@gmail.com About Elmmore Realty Services Elmmore Realty Services, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-30151) on Feb. 27, 2019. The Debtor hired the Law Offices of Louis S. Robin, as counsel. EMPRESAS BENITEZ: Unsecureds to Get 3.68% Over 60 Months -------------------------------------------------------- Empresas Benitez Toledo Inc. filed a plan of reorganization and accompanying disclosure statement. CLASS 5: General Unsecured Creditors are impaired. The total unsecured claims (whether claimed or listed) subject to distribution is $2,876,189.48. CLASS 5 claimants shall receive from the Debtor a non-negotiable, interest bearing at 4.00% annually, promissory note dated as of the Effective Date. Creditors in this class shall receive a total repayment of 3.68% of their claimed or listed debt which equals $106,000.00 to be paid Pro Rata to all allowed claimants under this class. Unsecured Creditors will receive quarterly payments (every three months) payment of $5,653.33 to be distributed pro rata among them. The payments will begin on month 13 after the effective date of the plan and will be completed on month 72. The payment on $5,653.33 includes interest and the last payment shall be made within 72 months of the effective date of the Plan. These creditors will receive a total amount of $135,680.00 including the interest. CLASS 2: CONDADO 5, LLC, is impaired. Creditor CONDADO 5 LLC filed Claim Number 5 in the amount of $6,064,634.81. Condado 5 LLC shall be treated according to the Stipulation Dated February 27, 2019 filed on said date at Docket No. 95 of case 18-02094-BKT11. CLASS 3: FEDERACION DE ASOCIACIONES PECUARIAS are impaired. The complete amount of $1,405,385.82 will be deemed as secured and will be paid as follows: The Debtor will continue with weekly payments of $1,000 per week to Federacion up to July of 2019, from here on the Debtor will make weekly payments of $2,500.00 until the full payment of the debt. The interest rate will be 4.25%. CLASS 4: Centro de Recaudacion de Ingresos Municipales (CRIM) is impaired. CRIM filed Claim Numbered 2 in the total amount of $9,384.86. This understands that this amount is incorrect since the Debtor has a Certificate of Bonafide Farmer as Per Act 225 as granted by the Puerto Rico Treasury Department and this means that real property used for farming operations do not have to pay property taxes. If for some reason this debt cannot be settled with CRIM the debtor will pay the secured amount in monthly installments of $400 per month for 22 months and one last payment of $355.53. Upon confirmation of the Plan, the Debtor shall have sufficient funds to make all payments then due under this Plan. The funds will be obtained from the continuation of Debtor's farm but specifically the funds to pay Condado 5 LLC, Priority Taxes and Classes of the Plan will come from the operation of Debtor's dairy farm business. A full-text copy of the Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y5nmlrxf from PacerMonitor.com at no charge. About Empresas Benitez Toledo Empresas Benitez Toledo Inc. is the fee simple owner of a dairy farm located in Isabela, Puerto Rico, having an appraised value of $1.88 million. The company previously sought bankruptcy protection on Jan. 14, 2013 (Bankr. D. P.R. Case No. 13-00186). Empresas Benitez Toledo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02094) on April 19, 2018. In the petition signed by Carlos R. Benitez Lopez, president, the Debtor disclosed $6.94 million in assets and $8.26 million in liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. F&M TRUCKING: Seeks to Hire Bonnie Bell Bond as Counsel ------------------------------------------------------- F&M Trucking, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ the Law Office of Bonnie Bell Bond, LLC, as counsel to the Debtor. F&M Trucking requires Bonnie Bell Bond to: a. provide the Debtor with legal advice with respect to its rights and duties under Chapter 11; b. assist the Debtor in the development of a plan of reorganization or sale of its property under the Bankruptcy Code; c. prepare and file on behalf of the Debtor-in Possession of all necessary petitions, pleadings, reports and actions which may be become necessary herein; d. represent the Debtor in any litigation which the Debtor determine is in the best interest of the estate; e. perform all legal services necessary in the Chapter 11 bankruptcy proceedings. Bonnie Bell Bond will be paid at these hourly rates: Attorneys $300 Paralegals $125 Bonnie Bell Bond received a retainer from the Debtor of $11,717. A portion of this retainer has been applied to prepetition fees and costs in the amount of $1,675 and the filing fee of $1,717 has been paid, leaving a retainer balance of $8,325 for post-petition fees and costs in the bankruptcy case. Bonnie Bell Bond will also be reimbursed for reasonable out-of-pocket expenses incurred. Bonnie Bell Bond, partner of the Law Office of Bonnie Bell Bond, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Bonnie Bell Bond can be reached at: Bonnie Bell Bond, Esq. LAW OFFICE OF BONNIE BELL BOND, LLC 8400 E. Prentice Avenue, Suite 1040 Greenwood Village, CO 80111 Tel: (303) 770-0926 Fax: (303) 770-0965 E-mail: bonnie@bellbondlaw.com About F&M Trucking F&M Trucking, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 19-11306) on Feb. 26, 2019. The Debtor hired the Law Office of Bonnie Bell Bond, LLC, as counsel. F+W MEDIA: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Seven affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- F+W Media, Inc. (Lead Case) 19-10479 aka F+W, a Content + eCommerce Company aka Catalyst Aspire Holdings Corporation aka Aspire Operations, LLC aka Frontenac Aspire Holdings Corporation aka Interweave Press, LLC aka Aspire Media, LLC 1140 Broadway New York, NY 10001 New Publishing Holdings, Inc. 19-10480 F+W Subscription Services, LLC 19-10481 F+W Trade Show & Events, LLC 19-10482 Former Quilting Inc. 19-10483 F & W Media International Limited 19-10484 F+W OH e-Commerce, LLC 19-10485 The Writers Store, Inc. 19-10486 F+W NH e-Commerce, LLC 19-10487 Business Description: F+W Media, Inc. and its debtor and non- debtor affiliates are engaged in the business of distributing content targeted at hobbyist niche audiences. These audiences include communities of individuals who are enthusiastic about their hobbies including, among other things, arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. The Company runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. Chapter 11 Petition Date: March 10, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' Counsel: Jared W. Kochenash, Esq. Pauline K. Morgan, Esq. Kenneth J. Enos, Esq. Elizabeth S. Justison, Esq. Allison S. Mielke, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: jkochenash@ycst.com pmorgan@ycst.com kenos@ycst.com ejustison@ycst.com amielke@ycst.com Debtors' Investment Banker: GREENHILL CO. Debtors' Financial Advisor: FTI CONSULTING Debtors' Claims & Administrative Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/#/case/FWM/info Estimated Assets (on a consolidated basis): $50 million to $100 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petition was signed by Greogory J. Osberg, chief executive officer. A full-text copy of F+W Media, Inc.'s petition is available for free at: http://bankrupt.com/misc/deb19-10479.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. LSC Communications US, LLC Trade Debt $2,731,095 PO Box 932987 Cleveland, OH 44193 Tel: 630-322-6694 630-821-3119 Email: kristen.m.polewski@lsccom.com 2. Oracle America, Inc. Software $952,582 PO Box 203448 Subscription Dallas, TX 75320-3448 Tel: 888-803-7414 3. Palm Coast Data Software $729,025 Finance 11 Commerce Blvd Subscription Palm Coast, FL 32164 Tel: 386-445-4662 4. Adobe Systems, Inc. Trade Debt $695,233 75 Remittance Dr Suite 1025 Chicago, IL 60675-1025 Tel: 385-345-1132 Email: ababcock@adobe.com 5. RR Donnelley Asia Printing Trade Debt $689,626 Solutions 23/F Delta House 3 on Yiu St. New Territories, Hong Kong Hong Kong Contact: Jessy Zhou Email: jessy.j.zhou@rrd.com 6. Hawthorne Associates LP Lease $486,138 3000 Northwoods Pkwy Suite 260 Norcross, GA 30071 Tel: 678-596-6634 Email: Matt@oadevelopment.com 7. Dover Publications General (UK) Trade Debt $400,723 31 East 2nd Street Mineola, NY 11501 Tel: 516-294-7000 8. Procirc, LLC Trade Debt $377,386 PO Box 90002 Prescott, AZ 86304-9002 Contact: Margaret Ohalloran Tel: 704-438-8072 Email: margaret.o'halloran@pubworx.com 9. Virtusa Corporation Trade Debt $288,769 25512 Network Place Chicago, IL 60673-1255 Email: virtusabilling@virtusa.com 10. Natl Frame Builders Assoc. Trade $251,710 PO Box 3781 Oak Brook, IL 60522 Tel: 800-557-6957 Email: info@nfba.org 11. Executive Mailing Service Trade Debt $206,007 7855 W 111th St Palos Hills, IL 60465 Tel: 708-974-0100 12. Gen3 Marketing, LLC Trade Debt $184,137 960B Harvest Dr, Suite 210 Blue Bell, PA 19422 Tel: 215-646-1869 Email: accountsreceivable@gen3marketing.com 13. Octopus Publishing Group Ltd. Trade Debt $182,625 Attn: Mr. T. Newell Carmelite Hous, 50 Victoria Embankment London, GB EC4Y ODZ UK Tel: 0203-122-6000 Email: Ltony.newell@octopusbooks.co.uk 14. Hackett Group Inc., The Professional $162,152 1001 Brickell Bay Drive, Suite 3000 Services Miami, FL 33131 Tel: 305-375-8005 Email: accountsreceivables@thehackettgroup.com 15. Quarto Publishing PLC Trade Debt $138,579 The Old Brewery 6 Blundell St London, GB N7 9BH UK Tel: 0203-122-6000 Email: farah.akhtar@quarto.com; steve.grace@quarto.com; karen.jenkins@quarto.com 16. Aero Fulfillment Services Trade Debt $130,903 PO Box 444 Kings Mill, OH 45034-0444 Contact: Emily Jones-Gmerek Tel: 513-459-3900 Email: emily.jones@aerofulfillment.com 17. 1140 LLC Lease $129,616 PO Box 6197 Hicksville, NY 11802-6197 Contact: Eva Muller Tel: 212-716-3626 Email: eva.muller@colliers.com 18. Thought Industries, Inc. Software $128,000 c/o Camacho Financial Subscription 1253 Worcester Rd Framingham, MA 01701 Tel: 617-307-5080 Email: sarah@thoughtindustries.com 19. PCM, Inc. Trade Debt $112,568 File 55327 Los Angeles, CA 90074-5327 Contact: Jehopahtrei Padayao Tel: 800-700-1000 Email: jehosaphatrei.padayao@pcm.com 20. Zinio, LLC Trade Debt $109,294 75 Remittance Dr. Dept. 6825 Chicago, IL 60675-6825 Tel: 888-946-4666 21. Little Bear PCS, LLC Lease $109,000 37 Magnolia Avenue Gloucester, MA 01930 Contact: Paul Stanley Tel: 978-525-3454 22. Midtc, LLC Professional $102,391 21811 Advocates CT Services Cornelius, NC 28031 Tel: 704-897-6048 Email: andrew@midtc.com 23.Counterspace Technologies, Inc. Professional $98,321 139 Betsy Brown Road Services Port Chester, NY 10573 Tel: 914-481-4992 Email: brett.collins@counterspace.us; christina@counterspace.us 24. Three Z Printing Co. Trade Debt $97,570 PO Box 782878 Philadelphia, PA 19178-2828 Contact: Chad Zerrusen Tel: 217-857-3153 Email: invoice@threez.com 25. Oakridge Innovation LLP Trade Debt $89,591 PO Box 272519 Fort Collins, CO 80527 Contact: Lana Schueler Tel: 970-225-0183 Email: lanaschueler@msn.com 26. Brickyard Realty Trust Lease $85,461 84 Sherman Street Cambridge, MA 02140 Contact: Sarah Horwitz Tel: 617-497-4400 617-497-3300 Email: shorwitz@irb-re.com 27. Lindenmeyr Central Trade Debt $82,024 Div. of Central National Gottesman Inc. PO Box 100431 Atlanta, GA 30384-0431 Contact: Kevon Gibbs Tel: 914-696-9300 Email: kgibbs@cng-inc.com 28. Grantham Book Service Trade Debt $81,803 Distribution Centre, Colchester, Esses, GB CO7 7dW UK Contact: Ed Baldwin Tel: 01206 2556634 Email: ebaldwin@tbs-ltd.co.uk 29. Envelope 1, Inc Trade Debt $74,709 41969 State Route 344 Columbiana, OH 44408 Tel: 330-482-3900 30. NPD Group, Inc. The Trade Debt $73,991 900 West Shore Road Port Washington, NY 11050 Contact: Claudia Santare Tel: 516-625-2389 Email: Claudia.Santare@npd.com; accounts.receivable@ndp.com FLINT INTERNATIONAL ACADEMY, MI: S&P Alters Bond Outlook to Neg. ---------------------------------------------------------------- S&P Global Ratings on March 8 revised its outlook to negative from stable and affirmed its 'BB' rating on the series 2007 public school academy revenue bonds, issued for International Academy of Flint (IAF), Mich. "The negative outlook reflects our view of the school's continued trend of variable enrollment, with a significant decline in fall 2019, which we anticipate will continue to pressure financial operations and further weaken maximum annual debt service coverage," said S&P Global Ratings credit analyst James Gallardo. S&P assessed IAF's enterprise profile as vulnerable, characterized by limited demand, declining enrollment, weakening student retention, and modest academics compared with district results, offset by a good management team. It assessed IAF's financial profile as vulnerable, with very weak maximum annual debt service coverage, negative operating margins, modest liquidity, and a moderate debt burden. These are partly offset by the school's ability to post break-even operations absent state anticipation notes, and despite material enrollment declines. Combined, S&P believes these credit factors lead to an indicative stand-alone credit profile of 'bb-'. "In our opinion, the 'BB' rating on the school's bonds better reflects the school's liquidity position when we include the capital improvement fund that can provide additional liquidity compared with peers and medians, which gives IAF additional flexibility. However, in our view, further enrollment declines would lead to additional weakening in financial metrics that would pressure the rating further," S&P said. As of fiscal year-end 2018 (June 30), IAF had $14 million in long-term, fixed-rate debt outstanding. This figure includes $14 million outstanding on the school's 2007 bond issuance and $272,000 outstanding on a direct loan from Siemens Financial Services that was used to retrofit lighting and upgrade heating, ventilation, and air conditioning systems. There is no acceleration provisions associated with the direct loan. FLOYD COUNTY SCHOOL DISTRICT, GA: S&P Suspends GO Bond Rating ------------------------------------------------------------- S&P Global Ratings on March 7 suspended its underlying rating on Floyd County School District, Ga.'s series 2014 and 2018 general obligation (GO) sales tax bonds. This action follows repeated attempts by S&P to obtain timely information of satisfactory quality to maintain its rating on the securities in accordance with its applicable criteria and policies. Prior to suspending the rating, S&P took any rating action on the issuer that it considered appropriate given available information. S&P said it understands that the Georgia Department of Audits and Accounts is finalizing the fiscal 2017 audit, as required by state law. To satisfy its quality-of-information standards and maintain the rating, S&P expected to receive the audit by year end. "If the audit is completed and we receive information that we consider sufficient and of satisfactory quality, we will conduct a review and take a rating action within 90 days of the rating suspension to reinstate the rating," S&P said. However, failure to receive the requested information will likely result in our withdrawal of the affected rating." FRANK INVESTMENTS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Frank Investments, Inc. as of March 7, according to a court docket. About Frank Investments Inc. Frank Investments, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-11454) on January 31, 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 Erik P. Kimball. The Debtor tapped Shraiberg Landau & Page PA as its legal counsel. FXI HOLDINGS: S&P Places 'B' ICR on Watch Negative -------------------------------------------------- S&P Global Ratings on March 8 placed all of its ratings on FXI Holdings Inc., including its 'B' issuer credit rating, on CreditWatch with negative implications. S&P's rating action follows a recent announcement that FXI Holdings has signed a definitive agreement to acquire Comfort Holding LLC for approximately $850 million. FXI plans to fund the transaction with a mix of cash on the balance sheet and an anticipated $775 million of additional senior secured debt. The company also intends to refinance and upsize its $110 million asset-based loan (ABL) with a new $235 million ABL. S&P believes that FXI's credit quality will likely deteriorate, at least initially, from this transaction with lower-rated Comfort (CCC+/Watch Pos/--) and the incremental debt increase, which S&P believes will likely increase debt leverage at the combined entity. "We will monitor developments related to the FXI-Comfort transaction, including regulatory approvals. We will resolve the CreditWatch when we have sufficient information to form a definitive final view on the combined company's credit quality or when the transaction closes, expected in the second half of 2019. During the CreditWatch period, we will monitor FXI's stand-alone performance and reflect any credit quality changes in our ratings," S&P said. GARY FLEMING: Pieria Buying Mineral Rights for $25K --------------------------------------------------- Gary L. Fleming, Sr., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of mineral and royalty rights related to property in Ritchie County, West Virginia to Pieria Holdings, LLC for $25,000, subject to higher and better offers. Among the Debtor's assets are the Mineral Rights. The legal description of the mineral and royalty rights being sold is in the Mineral and Royalty Deed to be filed upon sale approval and attached to the Motion as Exhibit A. The Debtor has agreed to sell and the Buyer has agreed to purchase the Mineral Rights free and clear of liens and encumbrances for $25,000. The parties have entered into the Purchase and Sale Agreement, which is contingent upon Bankruptcy Court sale approval. Said sale will be a benefit to the bankruptcy estate as it will generate funds for the estate. Based on the Debtor's knowledge of sales of mineral rights in that area, he that it is a fair price for the Mineral Rights being sold. The sale will be advertised as required under the Bankruptcy Code and Local Rules. The Debtor believes that the offered purchase price is fair and reasonable but will welcome higher and better offers at the time of sale. A copy of APA attached to the Motion is available for free at: http://bankrupt.com/misc/Gary_Fleming_11_Sales.pdf The Purchaser: PIERIA HOLDINGS, LLC 25 Highland Park Village 100-308 Dallas, Tx 75205 Counsel for the Debtor: Christopher M. Frye, Esq. STEIDL & STEINBERG Suite 2830 – Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Telephone: (412) 391-8000 E-mail: chris.frye@steidl-steinberg.com The bankruptcy case is In re Gary L. Fleming, Sr. (Bankr. W.D. Pa. Case No. 19-20486). GIGA WATT: Trustee Hires Allen Oh as Consultant ----------------------------------------------- Mark D. Waldron, the Chapter 11 Trustee of Giga Watt, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Allen Oh, as consultant to the Trustee. The Trustee requires Allen Oh to to assist Lauren Miehe in operating Moses Lake Facility and any other facilities as they are re-opened. Douglas Pratt will be paid at the hourly rate of $125. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Allen Oh, 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. Allen Oh can be reached at: Allen Oh 1015 107th Ave SE Bellevue, WA 98004 Tel: (425) 213-8754 About Giga Watt, Inc. Giga Watt Inc., a cryptocurrency mining services provider based in East Wenatchee, Washington, filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition signed by Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law as its legal counsel. GIGA WATT: Trustee Hires Douglas Pratt as Consultant ---------------------------------------------------- Mark D. Waldron, the Chapter 11 Trustee of Giga Watt, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Douglas Pratt, as consultant to the Trustee. The Trustee requires Douglas Pratt to assist Lauren Miehe in operating Moses Lake Facility and any other facilities as they are re-opened. Douglas Pratt will be paid at the hourly rate of $125. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas Pratt, 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. Douglas Pratt can be reached at: Douglas Pratt 1004 Commercial Ave., Suite 261 Anacortes, WA 98221 Tel: (206) 849-5612 About Giga Watt, Inc. Giga Watt Inc., a cryptocurrency mining services provider based in East Wenatchee, Washington, filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition signed by Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law as its legal counsel. GULFSTREAM DIAGNOSTICS: Proposes Sale of Nine Excess Equipment -------------------------------------------------------------- Gulfstream Diagnostics, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the following nine excess equipment: eight Agilent machines and one Nitrogen machine. The Debtor, not currently processing new blood and toxicology samples, intends to sell the Equipment, more particularly described in Exhibit A, free and clear of all liens, claims, interests and encumbrances. BidMed, LLC, the Debtor's broker and auctioneer, has been approved to market and solicit sales of the Equipment, subject to Court approval, and is operating pursuant to the below timeline (all dates in 2019): (i) February 6 - Email blast announcement of auction; (ii) February 8 - Registration opens for auction; (iii) February 6 to February 20 - Biweekly marketing emails; (iv) February 18 - Auction opens; (v) February 20 - Auction closes; (vi) February 22 - Payment due from winning bidder; and (vii) February 28 - Deadline to remove equipment. The Debtor will file on the docket a notice of winning bidder as soon as it is made aware of the identity of the winning bidder(s), the precise Equipment to be sold, and the price for same. Any sale will be without warranty, on a "where is, as is" basis, with no recourse. All liens, claims, interests and encumbrances will either be paid at the closing of the Proposed Sale, if agreed to by the Debtor and approved by the Court, or will attach to the proceeds of the Proposed Sale. Two of the Agilent machines and the Nitrogen machine are Debtor property and are subject to the liens of Bank of America. The remaining six Agilent machines are the property of a non-debtor subsidiary. These machines are being sold together because they are likely to obtain a higher price if sold as one lot. Dallas County's lien for 2018 appears to attach to all nine machines. The Debtor and the non-debtor subsidiary intend to pay 2018 taxes in full at closing, including all applicable non-bankruptcy law interest. For 2019 taxes, the Debtor intends to file a rendition regarding the 2019 appraisal, and reserving its rights to file a motion pursuant to 11 U.S.C. Section 505 if needed. Accordingly, the Debtor and the non-debtor subsidiary will ask to hold in escrow sufficient funds to pay 2019 as estimated by Dallas County, subject to the outcome of the rendition (and subsequent Section 505 motion practice if needed). The Bank's lien attaches only to two of the Agilent machines and the Nitrogen machine. It is unknown whether the proceeds from these three pieces of equipment will be sufficient to put the Bank in the money after the payment of 2018 and 2019 taxes. If there are insufficient funds from these Debtor assets in excess of Dallas County's 2018 and 2019 taxes, then Section 363 does not apply to the Bank, as the Bank does not have an interest in that property. If there are sufficient funds from these three Debtor assets so that the Bank's lien secures some value, then the Debtor intends to reach agreement with the Bank under 11 U.S.C. Section 363(f)(2), or otherwise not proceed with the sale of Debtor property and proceed only with the sale of non-Debtor subsidiary property to which the Bank's lien does not apply, and in which event the Court's approval is not required. Although it is at present unknown what the amount of the Proposed Sale proceeds will be, it is contemplated that the proceeds would be distributed as follows: (i) 2018 County of Dallas - $90,272; (ii) Escrow for 2019 taxes to be disputed - $88,502; and (iii) Bank of America/Debtor - split to be determined With respect to the Bank, it is anticipated that if agreement is reached under Section 363(f)(2), the proceeds from any Debtor-property and non-Debtor property will be shared in some ratio between the Bank and the Debtor respectively: to the Bank on behalf of its collateral and the non-Debtor subsidiary's guarantees of the Debtors' debt to the Bank, and to the Debtor in partial repayment by the non-Debtor subsidiary of its obligations to the Debtor and for obtaining a sale of the non-Debtor subsidiary Equipment without cost to the non-Debtor subsidiary. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Gulfstream_Diagnostics_32_Sales.pdf About Gulfstream Diagnostics Gulfstream Diagnostics, LLC, operates a medical laboratory in Dallas, Texas. It provides clinical, pharmacogenetics and toxicology laboratory tests. Its laboratory features Beckman Coulter, Agilent Technologies, Douglas Scientific, and Tecan instrumentation. Gulfstream Diagnostics filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30159) on Jan. 16, 2019. In the petition signed by Maison Vasek, CFO, the Debtor estimates $1 million to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Thomas Daniel Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C. is the Debtor's counsel. BidMed, LLC, is the broker and auctioneer. HEART OF FLORIDA: Must File Disclosure Statement, Plan Before May 6 ------------------------------------------------------------------- Heart of Florida Cardiovascular Center, LLC, is directed to file a Chapter 11 Plan and Disclosure Statement on or before May 6, 2019. The Disclosure Statement shall, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre− and post−petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. About Heart of Florida Cardiovascular Center LLC Heart of Florida Cardiovascular Center, LLC operates a medical and diagnostic laboratory in Haines City, Florida. Heart of Florida Cardiovascular Center, LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00249) on January 11, 2019. In the petition signed by Nancy Kastner, manager, the Debtor disclosed $358,125 in assets and $1,267,014 in liabilities. Buddy D. Ford, P.A., is the Debtor's legal counsel. HG VENTURES: Amur Equipment Objects to Disclosure Statement ----------------------------------------------------------- Creditor Amur Equipment Finance, Inc., objects to the adequacy of the disclosure statement explaining HG Ventures, Inc., dba Diamond Head Trucking's Chapter 11 Plan. Amur complains that the Plan provides for a post-confirmation injunction prohibiting creditors from enforcing any guaranty against any shareholder, officer or affiliate of the Debtor. Amur is a creditor holding a guaranty from the Debtor's principal, and objects to the Disclosure Statement because it does not disclose a major plan provision -- that upon confirmation, all guarantors of the Debtors' liabilities will be released from their guarantor liability, regardless of whether or not the Debtor actually makes the Plan payments or otherwise complies with the provisions of the Plan or applicable law. Attorney for Amur Equipment: Richard W. Keifer III, Esq. 311 Market Street Kingston, PA 18704 Tel: (570)371-3851 Fax: (570)371-3852 Email: rkeifer@keiferlaw.com About HG Ventures, Inc. dba Diamond Head Trucking HG Ventures, Inc., dba Diamond Head Trucking, based in Finleyville, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-22478) on June 19, 2018. The Hon. Gregory L. Taddonio presides over the case. In the petition signed by Dave Golupski, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Calaiaro Valencik, led by name partner Donald R. Calaiaro, serves as bankruptcy counsel to the Debtor. HG VENTURES: Guttman Oil Objects to Disclosure Statement -------------------------------------------------------- Guttman Oil Company files an objection to the adequacy of the disclosure statement explaining HG Ventures, Inc., dba Diamond Head Trucking's Chapter 11 Plan. Guttman complains that the Debtor's Disclosure Statement and Plan, which identifies Class 13 as those executory contracts to be assumed, which does not specifically provide for the Movant. The Creditor points out that the Debtor's Disclosure Statement does not provide enough information as to ascertain whether or not Movant's contract is being rejected. The Creditor asserts that the Movant is confused as to its treatment, since it is not listed as an assumed contract, but is not specifically rejected either and continues to place orders with the Movant. According to the Creditor, the Disclosure Statement filed as is, simply does not provide enough information to those creditors who hold executory contracts as to assumption and rejection. Counsel for Guttman Oil Company: Keri P. Ebeck, Esq. BERNSTEIN-BURKLEY, P.C. 707 Grant Street, Suite 2200 Pittsburgh, PA 15219 Tel: 412-456-8112 Fax: (412) 456-8120 Email: kebeck@bernsteinlaw.com About HG Ventures, Inc. dba Diamond Head Trucking HG Ventures, Inc., dba Diamond Head Trucking, based in Finleyville, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-22478) on June 19, 2018. The Hon. Gregory L. Taddonio presides over the case. In the petition signed by Dave Golupski, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Calaiaro Valencik, led by name partner Donald R. Calaiaro, serves as bankruptcy counsel to the Debtor. HG VENTURES: M2 Lease Funds Object to Disclosure Statement ---------------------------------------------------------- M2 Lease Funds LLC objects to the adequacy of the disclosure statement explaining HG Ventures, Inc., dba Diamond Head Trucking's Chapter 11 Plan. The Creditor complains that the Plan provides for a post-confirmation injunction prohibiting creditors from enforcing any guaranty against any shareholder, officer or affiliate of the Debtor. The Creditor points out that despite the significance of this major Plan provision, the Disclosure Statement is completely silent on the matter. Section 9 of the Disclosure Statement asks whether the Plan provides for releases of nondebtor parties, but no response or information is provided by the Debtor. Attorney for Debtor: Richard W. Keifer III, Esq. 311 Market Street Kingston, PA 18704 Tel: (570) 371-3851 Fax: (570) 371-3852 Email: rkeifer@keiferlaw.com About HG Ventures, Inc. dba Diamond Head Trucking HG Ventures, Inc., dba Diamond Head Trucking, based in Finleyville, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-22478) on June 19, 2018. The Hon. Gregory L. Taddonio presides over the case. In the petition signed by Dave Golupski, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Calaiaro Valencik, led by name partner Donald R. Calaiaro, serves as bankruptcy counsel to the Debtor. HG VENTURES: Newtek Objects to Disclosure Statement --------------------------------------------------- Newtek Small Business Finance, LLC, files an objection to the adequacy of the disclosure statement explaining HG Ventures, Inc., dba Diamond Head Trucking's Chapter 11 Plan, and the confirmation of the Plan. Newtek complains that the Disclosure Statement fails to comply with W.PA.LBR 3016-1, in that it fails to include an Income and Cash Flow Statement covering the Debtor's prior 12 months of operation, instead including a summary of income, expenses and profits that only covers the period from the Petition Date through December 2018. Newtek points out that the Plan provides for a 10% percent distribution to general unsecured creditors (Class 12), in the total amount of $240,000, by way of sixty (60) equal monthly installments of $4,000/each (which, incidentally, is contravened by the 12-month cash flow projection attached as Exhibit C to the Disclosure Statement, projecting such payments to only be $2,838/month). Newtek further points out that the Disclosure Statement also provides that the Debtor's equity interest holders (Class 14) are to retain their equity interests in the Debtor, despite the fact that the unsecured creditors are not going to be paid in full. Newtek objects to the Plan because Section 6.3C of the Plan provides for an impermissible injunction that would protect the Debtor's principal, David Golupski, from further collection efforts by any of the Debtor's creditors on his personal guarantees, and Section 7.3.5 of the Plan expressly extends the injunction to Newtek, providing that "Newtek will forbear from enforcing any guaranty against any guarantors during the repayment period." According to Newtek, the Debtor's monthly operating report for December, 2018 only indicated income of $852,988.73, less than the Debtor's projected income for the month of $948,000. Newteks assert that without complete financial disclosure through its Disclosure Statement and monthly operating reports, the Debtor cannot establish the feasibility of its Plan. Attorneys for Newtek Small Business Finance, LLC: John J. Winter, Esq. Robert J. Murtaugh, Esq. 970 Rittenhouse Road, Suite 300 Eagleville, PA 19403 Tel: (610) 666-7700 Fax: (610) 666-7704 About HG Ventures, Inc. dba Diamond Head Trucking HG Ventures, Inc., dba Diamond Head Trucking, based in Finleyville, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-22478) on June 19, 2018. The Hon. Gregory L. Taddonio presides over the case. In the petition signed by Dave Golupski, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Calaiaro Valencik, led by name partner Donald R. Calaiaro, serves as bankruptcy counsel to the Debtor. HG VENTURES: Plan Violated Post-petition Agreements, ABCL Complains ------------------------------------------------------------------- Advance Business Capital, LLC d/b/a Triumph Business Capital filed an amended objection to HG Ventures, Inc.'s chapter 11 plan and disclosure statement. The Amended Objection is required due to the terms of the Debtor's Plan and Disclosure Statement resulting in an express breach and violation of the express terms of the Post-Petition Agreements and the Court's Final Order approving same. The terms of the Post-Petition Agreements and the Final Order expressly control the terms of the Debtor's Plan. The Debtor expressly waived any right to vary, alter or modify the terms of the Post-Petition Agreements and the Final Order by any Plan, without Triumph's express written consent; which consent was not given. The Debtor's Plan wrongfully seeks to materially and improperly vary, alter, modify and/or impair Triumph’s rights against the Debtor, in Triumph's Collateral, and against any guarantor who agreed to guarantee the Debtor’s obligations to Triumph under the Post-Petition Agreements. The Debtor's Plan also fails to address the treatment and payment, at confirmation, of Triumph post-petition administrative Superpriority Claim pursuant to the Final Order. In addition, the Debtor's Plan language suggests that the Reorganized Debtor wishes to continue operating with Triumph, post-confirmation, under the terms of the PostPetition Agreements, despite the fact that the terms of the Plan as currently constituted are a violation of the Post-Petition Agreements. Unless the Debtor agrees to fully and indefeasibly repay all obligations owed to Triumph upon confirmation, or in good faith commence discussions with Triumph and reach an agreement satisfactory to Triumph as to how Triumph may be treated by any proposed Plan, Triumph will not be able to agree to continue operating with the Reorganized Debtor post-confirmation. For the said reasons, Triumph asks the Court to enter an order sustaining the Amended Objection due to the Debtor having filed the proposed Plan in bad faith in violation of the Bankruptcy Court's Final Order and the Post-Petition Agreement, denying approval of the Plan with respect to any terms that violate Triumph's rights under the Post-Petition Agreements and Final Order, and grant any such other relief that this Court deems just and proper. A copy of Triumph's Objection is available at https://tinyurl.com/yyufwsdq from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that unsecured creditors will get 10% under the plan. Advance Business Capital d/b/a Triumph Business Capital’s claims will be paid over 11 years with a fixed interest rate of 5% per annum. A full-text copy of the Disclosure Statement dated Jan. 17, 2019, is available at https://tinyurl.com/y9l3rnyd from PacerMonitor.com at no charge. About HG Ventures, Inc. dba Diamond Head Trucking HG Ventures, Inc., dba Diamond Head Trucking, based in Finleyville, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-22478) on June 19, 2018. The Hon. Gregory L. Taddonio presides over the case. In the petition signed by Dave Golupski, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Calaiaro Valencik, led by name partner Donald R. Calaiaro, serves as bankruptcy counsel to the Debtor. HULTGREN CONSTRUCTION: Discloses More Info on Bldg Collapse Suits ----------------------------------------------------------------- Hultgren Construction, LLC, filed a First Modified Plan and accompanying First Amended Disclosure Statement to, among other things, disclose more information about the building collapse lawsuits. Several other persons and entities have been named as co-defendants in the Building Collapse lawsuits. These include Legacy Development & Consulting Company, LLC, in its alleged capacity as developer; CLP Investments, LLC, Olympia Real Estate Holdings, LLC, and Boomerang Investments, LLC, in their capacity as the property owners; and Aaron Hultgren, a member of Hultgren Construction. The Developer Contributing Parties (as defined in Plan) held a commercial general liability insurance policy with United Fire. Aaron Hultgren, in his capacity as a member of the Developer Contributing Parties, is an additional insured under the United Fire Policy. The Property Owners Contributing Parties (as defined in Plan) held a commercial general liability insurance policy with Cincinnati. Aaron Hultgren, in his capacity as a member of Hultgren Construction, was an additional insured under the Acuity policy. These co-defendants are defined in the Plan as Contributing Parties. The Contributing Parties voluntarily agreed to forfeit important rights under their insurance policies in exchange for certain protections under the Plan. Without the Contributing Parties' agreement to forfeit those rights, the contributions from their insurers would not be available. Hultgren Construction has made no attempt to analyze the potential liability of the Developer Contributing Parties or the Property Owners Contributing Parties. Similarly Hultgren Construction has made no attempt to analyze the ability of the Developer Contributing Parties or the Property Owner Contributing Parties to satisfy any judgment that might be obtained against them on account of the Building Collapse. Legacy Development & Consulting Company, LLC filed a claim, Claim 4-1, in an unknown amount asserting an equitable and statutory contribution claim against Hultgren Construction. Paragon Development and Consulting Services, LLC holds a promissory note claim against the Debtor, listed on Schedule E/F, Section 3.13. Class 1 Claim means a Personal Injury Claim. A "Class 1 Claimant" shall mean a holder of a Class 1 Claim. The Plan creates a Claimants' Fund to fund payments to Class 1 Claimants entitled to such payments under the Plan. Class 1 Claimants' share of the Claimants' Fund is the only amount they will be entitled to receive from the Hultgren Construction Parties, Contributing Parties, and Settling Insurers. Class 2 Claim means a Business Interruption and Property Damage Claim. A "Class 2 Claimant" shall mean a holder of a Class 2 Claim. The Plan creates a Claimants' Fund to fund payments to Class 2 Claimants entitled to such payments under the Plan. Class 2 Claimants' share of the Claimants' Fund is the only amount, if any, they will be entitled to receive from the Hultgren Construction Parties, Contributing Parties, and Settling Insurers. Class 3 Claim means a Subrogation Claim. A "Class 3 Claimant" shall mean a holder of a Class 3 Claim. The Plan creates a Claimants' Fund to fund payments to Class 3 Claimants entitled to such payments under the Plan. Class 3 Claimants’ share of the Claimants' Fund is the only amount, if any, they will be entitled to receive from the Hultgren Construction Parties, Contributing Parties, and Settling Insurers. Class 4 Penalty Claims. A "Class 4 Claim" means the claims of the United States Department of Labor, Occupational Safety and Health Administration (OSHA) represented by Claim No. 2-1 filed in the Chapter 11 Case on July 25, 2018. A Class 4 Claim will not receive a distribution of any Property or interest in Property under the Plan under the terms of Sections 510(c). Class 5 Contribution Claims. A Class 5 Claim means any contingent contribution and indemnity claim against the Debtor. All Class 5 Claims will be disallowed under Section 502(e)(1)(C) and there will be no distribution to holders of any Class 5 Claims. Class 6 Interests. The holders of Interests in the Debtor shall retain their Interests but shall not receive a distribution of any Property or interest in Property under the Plan. Upon the entry of a Final Decree, the Debtor will be wound up and dissolved under the provisions of applicable state law within a reasonable amount of time. Class 7 Promissory Note Claims. A Class 7 Claim means the Paragon Development and Consulting Services, LLC promissory note claim against the Debtor, listed on Schedule E/F, Section 3.13, Class 7 Claims will receive no distribution. The Class 7 claimant waives its claim as a contribution to the Claimants’ Fund. After the Confirmation Date, the Debtor will establish the Claimants' Fund, which may be held in the Debtor's existing bank account and which will be held and administered in accordance with the Plan and the Confirmation Order. The Claimants' Fund will include the following: (1) Hultgren Construction Parties Contribution. Pursuant to the Acuity Agreement and as set forth in the Plan, the Hultgren Construction Parties shall sell the Acuity Policy, free and clear of all claims, liens and interest, to Acuity for $2,000,000 and shall contribute the proceeds of the sale, less the amount of the Administrative Claims Reserve and Class 2 Claims, to the Claimants' Fund. (2) Property Owners Contributing Parties Contribution. Cincinnati, on behalf of the Property Owners Contributing Parties, shall pay $1,150,000. (3) Developer Contributing Parties Contribution. United Fire, on behalf of the Developer Contributing Parties, shall pay $1,000,000. (4) Further Contributions of the Contributing Parties. The contributions by the Contributing Parties shall also include the consent to disallowance of all contribution and indemnity claims filed by such Contributing Parties in this Chapter 11 case and the waiver of Class 7 claims. A full-text copy of the First Amended Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y3nf7vao from PacerMonitor.com at no charge. About Hultgren Construction LLC Hultgren Construction LLC is a construction company based in Sioux Falls, South Dakota. Hultgren Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 18-40329) on July 18, 2018. In the petition signed by Melissa Bailey, consultant bookkeeper, the Debtor disclosed $3,699 in assets and $4,919,517 in liabilities. Judge Charles L. Nail, Jr. presides over the case. The Debtor is represented by Stinson Leonard Street LLP. HUNT CAMP: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The Office of the U.S. Trustee on March 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hunt Camp, LLC. About Hunt Camp LLC Hunt Camp, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 19-00727) on February 5, 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 Helen E. Burris. The Debtor tapped Robert H. Cooper, Esq., as its bankruptcy attorney. IMERYS TALC: Hires KCIC LLC as Insurance and Valuation Consultant ----------------------------------------------------------------- Imerys Talc America, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ KCIC, LLC, as insurance and valuation consultant to the Debtors. Imerys Talc requires KCIC LLC to: (a) assemble detailed and extensive insurance and accounting records; (b) collect and capture key provisions of the Debtors' insurance policies using KCIC's proprietary database; (c) estimate liability for certain claims and the value of insurance policies associated with such liability; (d) create reports and other visual representations of compiled data and analysis thereof; (e) assist in the development of trust distribution procedures that reflect the Debtors' insurance assets; and (f) prepare an analysis of the separate and shared insurance assets and liabilities. KCIC LLC will be paid at these hourly rates: President $550 Vice President $485 Senior Manager $430 Manager $365-$400 Senior Consultant $275-$330 Consultant $165-$245 Senior Analyst $140 Analyst $110 In the 90 days prior to the Petition Date, KCIC LLC received $834,400, including a retainer from the Debtors received on or about February 6, 2019, for services performed for the Debtors. After deducting expenses and fees KCIC LLC held the remaining retainer of $50,700. KCIC LLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Elizabeth Hanke, partner of KCIC LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KCIC LLC can be reached at: Elizabeth Hanke KCIC LLC 1401 I Street, NW Suite 1200 Washington, D.C. 20005 Tel: (202) 650-0600 About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMERYS TALC: Seeks to Hire Alvarez & Marsal as Financial Advisor ---------------------------------------------------------------- Imerys Talc America, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC, as financial advisor to the Debtors. Imerys Talc requires Alvarez & Marsal to: (a) assist the Debtors in the preparation of financial-related disclosures required by the Court, including the Debtors' schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; (b) assist with the identification and implementation of short-term cash management procedures; (c) render advisory assistance in connection with the development and implementation of key employee compensation and other critical employee benefit programs; (d) provide assistance with the identification of executor contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (e) render assistance to Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (f) render assistance in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (g) attend at meetings and assist in discussions with potential investors, banks, and other secured lenders, any official committee appointed in the Chapter 11 Cases, the United States Trustee, other parties in interest and professionals hired by same, as requested; (h) analyze creditor claims by type, entity, and individual claim, including assistance with development of databases, as necessary, to track such claims; (i) assist in the preparation of information and analyze necessary for the confirmation of a plan of reorganization in the Chapter 11 Cases, including information contained in the disclosure statement; (j) attend, assist, and prepare materials related to due diligence sessions, discovery, depositions, negotiations, mediations, and other relevant meetings, and assisting in discussions with the Debtors, any official committees appointed in the Chapter 11 Cases, the representative for future talc claimants, other parties in interest, and their respective professionals; (k) assist in the evaluation and analyze of avoidance actions, including fraudulent conveyances and preferential transfers; (l) assist in the analysis and prepare of information necessary to assess the tax attributes related to the confirmation of a plan of reorganization in the Chapter 11 Cases, including the development of the related tax consequences contained in the disclosure statement; (m) provide litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues as required by the Debtors; and (n) provide such other activities as are approved by the Responsible Officers or the Boards and agreed to by Alvarez & Marsal. Alvarez & Marsal will be paid at these hourly rates: Restructuring Advisory Managing Directors $875-$1,100 Directors $675-$850 Analysts/Associates $400-$650 Claims Management Managing Directors $825-$950 Directors $650-$800 Analysts/Associates $400-$600 In November 2018, Alvarez & Marsal received $500,000 from the Debtors as a retainer in connection with its financial advisory work. In the 90 days prior to the Petition Date, Alvarez & Marsal received $3,849,011 for services performed for the Debtors. After deducting fees and costs, Alvarez & Marsal held the remaining balance of $500,616 in the Firm's trust account. Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Ed Mosley, a partner at Alvarez & Marsal North America, 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. Alvarez & Marsal can be reached at: Ed Mosley ALVAREZ & MARSAL NORTH AMERICA, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: (212) 759-4433 Fax: (212) 759-5532 About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc. and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMERYS TALC: Seeks to Hire Neal Gerber as Special Counsel --------------------------------------------------------- Imerys Talc America, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Neal Gerber & Eisenberg LLP, as special insurance coverage and indemnification counsel to the Debtors. Imerys Talc requires Neal Gerber to represent and advise the Debtors with respect to any matters related to insurance coverage and indemnity recoveries. Neal Gerber will be paid at these hourly rates: Partners $655 to $695 Counsel $510 to $540 Associates $385 to $410 Paraprofessionals $265 to $280 Within the one year preceding the Petition Date, Neal Gerber received from the Debtors, the amount of $2,000,000. Of amounts paid to Neal Gerber prior to the Petition Date, less amounts applied or to be applied to prepetition fees and expenses, Neal Gerber held a remaining retainer of $475,000. Neal Gerber will also be reimbursed for reasonable out-of-pocket expenses incurred. Angela R. Elbert, a partner at Neal Gerber & Eisenberg 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. Neal Gerber can be reached at: Angela R. Elbert, Esq. NEAL, GERBER & EISENBERG LLP Two North LaSalle Street, Suite 1700 Chicago, IL 60602-3801 Tel: (312) 269-5995 Fax: (312) 269-1747 E-mail: aelbert@nge.com About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc. and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMMUNE PHARMACEUTICALS: Mar. 14 Meeting Set to Form Creditors Panel ------------------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on March 14, 2019, at 10:00 a.m. in the bankruptcy case of Immune Pharmaceuticals, Inc., et al. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Immune Pharmaceuticals Immune Pharmaceuticals Inc., together with its subsidiaries, is a clinical stage biopharmaceutical company specializing in the development of novel targeted therapeutic agents in the fields of inflammation, dermatology, and oncology. The company is headquartered in Englewood Cliffs, New Jersey. Immune Pharmaceuticals, et al., filed for bankruptcy protection (Bankr. D. N.J., Case No. 19-13273) on Feb. 17, 2019. The petition was signed by Anthony Fiorino, president and interim CEO. Hon. Vincent F. Papalia presides over the cases. The Debtors tapped Norris McLaughlin & Marcus, PA as bankruptcy counsel; Lowenstein Sandler LLP as special corporate counsel; Armory Group LLC and Vine Holding Group as investment bankers. The Debtors had total assets of $20,716,000 and total debts of $19,874,000 as of Sept. 30, 2018. JETBLUE: Fitch Affirms BB Issuer Default Rating, Outlook Positive ----------------------------------------------------------------- Fitch Ratings has affirmed JetBlue's (JBLU) Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is Positive. The rating reflects JetBlue's strong credit metrics, consistent profitability, the expected reduction in unit cost growth rates and its solid financial flexibility. The rating is also supported by JBLU's meaningful debt reduction over the past few years and its continued commitment to a healthy balance sheet. Fitch has also upgraded JetBlue's 2013-1 class A certificates to 'A+' from 'A'. Fitch's primary ratings concerns revolve around future margin headwinds including rising wages for pilots and general uncertainty around the macroeconomic environment. Additionally, JBLU's growth strategy and the replacement of its E190 fleet will require heavy spending on aircraft deliveries over the next few years. The increased aircraft related capex is a critical part of JBLU's capacity plans but it will put pressure on FCF over the next two to four years and will most likely lead to incremental borrowing. These risks are offset by the company's adequate liquidity balance, its growing pool of unencumbered aircraft and its successful track record of growth. Fitch will also monitor JBLU's increased focus on returning cash to shareholders, but at this time considers it a minimal concern due to the strength of the company's balance sheet. Longer term concerns also include the strengthened competitive position coming from the major network carriers as their financial performance has improved and the rapid growth of ultra-low cost competitors. Other risks include cyclicality and the high degree of operating leverage that is typical for the airline industry. The Positive Outlook encompasses an expectation that the credit profile will weaken somewhat due to the significant capacity and fleet plans but also acknowledges JetBlue's flexibility financially and operationally as well as its current position compared to similarly and higher rated peers. KEY RATING DRIVERS Modest Margin Expansion in 2019: Fitch forecasts that the company will generate EBIT margins moderately above long-term averages in the high single digits to the low teens throughout its Base Case. The pressure on margins from the pilot contract has increased the importance of the execution of the structural cost program. By YE 2018 the company had achieved a run-rate of $199 million of the $250 million-$300 million in cost savings that it aims to achieve through its cost program. The program focuses on integrating technology into a number of areas, driving down airport costs, improving productivity tools surrounding maintenance and customer facing operations. The remaining cost savings to be achieved involve optimizing third party contracts and relationships across airports, corporate functions, and operations. The program should be completed by 2020, when the company expects CASM-ex fuel to fall by 0.5% to 2.5%. This would be the first decline in unit costs for the company as CASM-ex has increased by more than 23% since 2011; a potential ratings concern. After 2020, Fitch expects JetBlue's units cost to benefit from the delivery of highly efficient A321neos and A220s as the E190 fleet begins to be removed from operation. Since peaking in 2016, margins have declined the past two years. However, Fitch expects this trend to abate in 2019 with operating margins increasing modestly y-o-y primarily due to stabilized and slightly lower fuel prices along with benefits from the structural cost savings program and a number of revenue initiatives. Fitch's current forecast for 2019 incorporates a jet fuel price of $2.20/gallon, representing a roughly 2% decrease from JetBlue's average price paid in 2018 of $2.24. However, Fitch expects non-fuel unit costs to slightly rise for 2019 due to higher labor expenses offset by the cost saving initiatives that will reduce maintenance and other operational costs. The company reached a new pilot contract that implemented higher wages at the beginning of August 2018. JetBlue's operating margins in 2018 were slightly below Fitch's expectations as EBIT margins declined to 9.8% from EBIT margins of 14.6% in 2017 (operating margins per Fitch's calculations add back stock based compensation). The decline was due to higher fuel prices, and the pilot wage increase. Still, JetBlue's margin performance has been above many of its competitors over the last three to four years. Projected Top Line Growth: Fitch projects top line revenue growth of 6.5% in 2019 based on the company's network reallocation plan, which is cutting unprofitable routes and centering growth around Boston, New York, Fort Lauderdale and ancillary revenue growth. With the company expecting to receive 14 or more high density A321s and adding an additional 12 seats to the remaining 116 A320s over the next two years, the ability to add healthy and margin accretive capacity in these markets and Fort Lauderdale- Hollywood is key to JetBlue's future network and revenue growth. Some of the network reallocation plan started in 2018 when JetBlue's top line grew by 9.2%. The revenue increase was mainly driven by continued sizeable capacity growth and a modest improvement in the yield environment. The majority of capacity growth for 2018 was implemented in the company's large focus cities. The addition of 10 new A321ceos (seven of which were in JetBlue's high density layout) and nine restyled A320s in 2018 helped the company implement its network reallocation plan and to expand in its most profitable but constrained markets. Leading market share and strong brand loyalty in the congested markets of Boston and New York has enabled the company to successfully add capacity while not compromising unit revenue growth. Another area of growth for JBLU is ancillary revenues. JetBlue has a history of executing on its revenue initiatives such as Mint, Fare Options, and other ancillary products. The company has experienced material growth in its ancillary revenues that now averages $30 per costumer (compared to $27 in 2017) through higher bag fees and increased credit card sales. Furthermore, while JetBlue Travel Products' revenue contribution is currently minimal, Fitch sees the segment as a potential benefit to margins if the company can attract its loyal customers to do more of their leisure planning through the airline. Heavy Aircraft Deliveries Pressure Projected FCF: The company's growth strategy has driven the decision to take on significant aircraft deliveries over the next four to five years. In both 2018 and 2017, capex was over $1.1 billion as the company received 10 and 16 aircraft, respectively, while also buying out aircraft leases, acquiring spare engines, and restyling the A320s. Capex will be between $1.2 billion and $1.4 billion for 2019 with $150 million to $200 million on technology investments and up to $1.2 billion spent on aircraft related investments including six to 13 A321neo deliveries and the cabin restyling for 60 A320s. In 2020, JetBlue will add 15 A321neos and one A220 and in 2021 22 aircraft will be delivered, representing a significant amount of capital spending those years. The company expects total capital spending to average $1.5 billion annually from 2019 to 2022 compared to an average of $1.1 billion annually from 2015 to 2018. Nevertheless, Fitch expects JetBlue to generate $70 million to $200 million of FCF in 2019 due to improved operating performance. FCF generation in 2020 and 2021 may be materially pressured and could swing negative. Projected negative FCF would not necessarily inhibit a potential future upgrade because capital spending in the airline industry tends to be lumpy and uneven due the timing of aircraft deliveries. Fitch notes JetBlue does have some ability to defer future aircraft deliveries if it so choses like the company did in early 2017. Leverage to Rise; Remain Manageable: As of Dec. 31, 2018, Fitch calculates JetBlue's total adjusted debt/EBITDAR at 3.0x, up from 2.3x at YE 2017. The higher leverage was caused by both higher debt balances and jet fuel prices. Fitch expects JetBlue's leverage to incrementally rise over the next three to four years driven primarily by debt funded aircraft deliveries. Fitch doesn't view this as a material ratings concern since JetBlue's current leverage is modest and it believes that management will continue to prioritize a healthy balance sheet overall. Nevertheless, the meaningful improvements seen in JetBlue's balance sheet in recent years are unlikely to continue in the near-to-intermediate term. Fitch estimates that adjusted debt/EBITDAR will remain between 2.8x and 3.6x over the intermediate term. JetBlue's leverage is currently below several peers that Fitch rates in the 'BB' category. Leverage improvement over the past few years has largely been driven by relatively low fuel costs, increased capacity, and debt amortization. Before the company increased debt by $456 million in 2018, it had used cash flows to decrease debt by more than $1.5 billion from 2012 to 2017. However, looking forward the company continues to purchase a significant number of aircraft with cash and debt. Technology investments and returning cash to shareholders will also be priorities for the company. JetBlue's unencumbered asset base as of 2018 stood at 107 aircraft, which equates to more than $2.5 billion in value. Fitch considers high quality unencumbered aircraft to be a good additional source of financial flexibility. Solid Financial Flexibility: FCF generation remains a credit positive for the company but has declined over the last two years from peak levels at over $600 million in 2015 and 2016. JetBlue generated $103 million of FCF in 2018, which is about $93 million lower than FCF in 2017. While capex was only slightly down compared to 2017, FCF was pressured by higher fuel prices and higher wages. JetBlue's liquidity is supportive of the ratings. As of Dec. 31, 2018, JetBlue had cash and cash equivalents balance of $474 million, short-term investment securities of $413 million and an undrawn balance of $425 million on its revolving credit facility. Fitch considers total liquidity to be more than adequate to address near-term needs. Upcoming debt maturities are manageable peaking at slightly over $300 million during the next three to four years. Despite cash flow from operations remaining relatively stable, Fitch forecasts that JetBlue will need to moderately increase debt funding over the next three to four years as the company funds aircraft capex. Assuming a stable operating environment, share buybacks are likely to remain around current levels. Management intends to continue to target 10% to 12% liquidity (cash and short-term investments) to LTM revenues over the next few years. Financial flexibility is also supported by JetBlue's growing base of unencumbered assets. Fitch considers JetBlue's unencumbered Airbus A320s and A321s to be high quality assets which should support capital market access in the case of a liquidity crunch. Fitch expects JetBlue to further expand its base of unencumbered assets over the coming years as existing aircraft secured debt amortizes. Unencumbered aircraft also provide JetBlue with strategic flexibility to reduce capacity if needed. EETC Rating Fitch has upgraded JetBlue's 2013-1 class A certificates to 'A+' from 'A'. The ratings upgrade is primarily based on an increasing level of overcollateralization due to the relatively rapid amortization profile of this transaction compared to other EETCs. Fitch calculates the current 'A' tranche loan to value (LTV) at 50.7% using appraisal values from independent appraisal firms. Fitch's maximum stress case LTV (the primary driver for the 'A' tranche rating) through the life of the transaction is 68.2% (when stresses are applied two years in the future). This level of OC provides a more sizeable amount of protection than many EETCs issued by other US airlines that Fitch rates at 'A'. The transaction is backed by 14 Airbus A320-200s delivered between 2002 and 2012. Fitch considers the A320-200 to be a Tier 1 aircraft, though it assumes that the planes migrate to Tier 2 status as they reach 15 years of age (which leads to higher depreciation and values stresses in Fitch's modelling). The oldest aircraft are scheduled to fall out of the collateral pool prior to the transaction's maturity. Two aircraft drop out in March 2021 and four more drop out in March 2022, leaving eight aircraft in the pool for the final year prior to maturity. DERIVATION SUMMARY JetBlue has shown significant improvement in its credit profile over the last three to four years. Despite the current rating of 'BB', the company's leverage metrics remain strong for the rating and are near those of Delta Airlines (DAL; BBB-) and Southwest Airlines (LUV; A-). Alaska Air (ALK; BBB-) currently has a weaker leverage profile than JetBlue with adjusted leverage at 4.1x compared to JetBlue's 3.0x at YE 2018. Fitch expects JetBlue's leverage to increase and ALK's to decrease modestly over next few years as ALK continues its of integration of Virgin and JetBlue finances its significant aircraft delivery schedule. Profitability continues to be a credit positive for JetBlue as the company has produced operating margins above the North American airline average for much of the past decade. However, profitability suffered compared to competitors in 2018 as operating costs rose. For the 2018, the carrier generated EBITDAR margins of 20.5% compared to margins of 22.0% for Alaska and 24.1% for Southwest. Unlike ALK, LUV, and DAL, which have a history of containing cost inflation, JetBlue has struggled to keep its unit costs from increasing each year. Wage pressures from a recently ratified pilot contract will create headwinds in the near-term future. However, JetBlue is working through a structural cost control program aimed at keeping the cost per available seat mile, ex-fuel, to a 0%-1% CAGR between 2018 and 2020. As of 2018, JetBlue's liquidity as a percent of revenues is 17.2%, which is around the industry average and moderately better than similarly rated peers, such as United Continental Inc. (BB), at 14.4%. Financial flexibility will be driven by future free cash flow generation and the continued growth of the number of unencumbered aircraft. JetBlue's network and route diversification still lags behind the big four U.S. carriers, but has strengthened over the past several years. The company has built a more defensible network with a leading market share in each of its three main focus cities (BOS, JFK and FLL). The 'A+' rating on JetBlue's 2013-1 class A certificates is one notch above many peers rated at 'A', with the primary difference being a higher degree of overcollateralization on the JetBlue transaction. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Capacity growth in the mid- to high-single digits over the forecast period; - North American Air traffic demand remains steady; - Some incremental borrowing to fund aircraft deliveries throughout the Base Case; - The company continues to return cash to shareholders; - Jet Fuel ranges from $2.20 per gal to $2.30 per gal during the Base Case. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Fitch has updated its sensitives to be more closely aligned with similarly rated peers. The updated rating sensitivities reflect Fitch's increased confidence in the sustainability of JetBlue's business model over time as well as its top-line growth and network diversification in recent years. - FCF margins remaining in the low-to-mid-single-digits as a percentage of revenue. - EBIT margins remaining in the low double digits. - Sustained commitment to conservative financial policies. - Adjusted debt/EBITDAR sustained around 3.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - An exogenous shock that causes demand for air travel to drop significantly or a fuel shock that is not adequately offset by rising fares. - Change in management strategy that favors shareholder returns at the expense of a healthy balance sheet. - Sustained adjusted debt/EBITDAR above 4.0x - FCF margins declining to neutral on a sustained basis or FFO fixed charge coverage falling below 4x on a sustained basis. LIQUIDITY Healthy Liquidity: As of Dec. 31, 2018, JetBlue had a cash and cash equivalents balance of $474 million, short-term investment securities of $413 million and full availability under its $425 million revolving credit facility. Total liquidity, including the undrawn revolver, is equivalent to 17.2% of LTM revenue, which is near but slightly below the industry average. As of Dec. 31 2018, the company had 253 aircraft: 130 A320s, 35 A321s with the Mint Configuration, 28 A321s with one core cabin, and 60 E190s. At the end of 2018, the company stated it had 107 unencumbered aircraft consisting of A320s and A321s. Fitch considers JetBlue's unencumbered Airbus A320s and A321s to be high-quality assets that should support capital market access in a stress case scenario. Fitch expects JetBlue to pay for some aircraft with cash and pay down existing aircraft secured debt as the company continues to grow its unencumbered aircraft base. Fitch forecasts that JetBlue's cash on hand and operating cash flow generation would cover its capital expenditures and debt maturities in 2018, however the company will likely use some debt funding to finance aircraft deliveries. Revolver: The $425 million revolving credit facility, which had its borrowing availability increased from $400 million during 2017, is secured by take-off and landing slots at JFK, Newark Liberty, LaGuardia, and Washington Reagan, and is set to mature in April of 2021. The revolver capacity gives JetBlue additional cushion in the case of a future liquidity crunch. JetBlue's other facility, which was entered into during 2012, is a $200 million revolving line of credit. The credit facility is renewed annually and secured by investment securities held at Morgan Stanley. Fitch does not include this revolving credit facility in its total liquidity calculation to avoid "double counting" since the facility is secured by the investment securities on the balance sheet that it considers a part of readily available cash. Other: JetBlue's debt primarily consists of secured fixed and floating rate notes backed by aircraft and related assets. Fitch also includes roughly $424 million related to JetBlue's construction obligation for terminal five at New York's JFK airport in its debt calculation. The obligation represents ground and facility rent payments made by JetBlue that are based on the number of passengers enplaned out of the terminal, and subject to annual minimums. The obligation is treated as a financing obligation for reporting purposes, and the constructed asset and corresponding liability are shown on the balance sheet. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: JetBlue Airways, Corp. -- IDR at 'BB'; -- Senior secured credit facility at 'BB+'/'RR1'.; The Rating Outlook is Positive. Fitch upgrades the following rating: JetBlue Airways Pass Through Trust Certificates, Series 2013-1 -- Class A certificates to 'A+' from 'A'. JJ BELLA: Unsecureds to Recover 10% in Five Years Under Plan ------------------------------------------------------------ JJ Bella, Inc. filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a small business disclosure statement explaining its chapter 11 plan dated March 1, 2019. The Debtor is in the business of running a bar and a restaurant since 2008. General unsecured creditors are classified in Class 4 and will receive a distribution of 10% of their allowed claims to be distributed yearly over five years. The yearly payment is $1,287.24. Payments and distributions under the Plan will be funded by the Debtor’s ongoing operations. A copy of the Disclosure Statement is available at https://tinyurl.com/y64fzkd5 from Pacermonitor.com at no charge. About J.J. Bella, Inc. J.J. Bella, Inc. filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 18-22722) on July 5, 2018, listing less than $1 million in both assets and liabilities. Robert H. Slone, Esq., at Mahady & Mahady, serves as counsel. JUSTICE FARMS: Unsecureds to Get $100 Monthly Over 5 Years ---------------------------------------------------------- Justice Farms, LLC, filed a plan of reorganization and accompanying Disclosure Statement. Class 4 - General unsecured claims totaling $211,151 are impaired. Holders of Class 4 claims will get monthly payment of $100 beginning 1st day of the month following the Effective Date and ending five years from Effective date. Total payout is $6,000. Class 3-2.1 Secured claim of Ally Bank totaling $55,000 is impaired and will get a monthly payment of $786.00 beginning 1st day of the month following Effective Date and ending 5 years from Effective Date. Class 3-2.2 Secured claim of Farm Credit Services totaling $3,500 is impaired and will get a monthly payment of $75.00 beginning 1st day of the month following Effective Date and ending 5 years from Effective Date. Class 3-2.3 - Secured claim of Farm Credit Services totaling $324,000 is impaired and will get a monthly payment of $2518.00 beginning 1st day of the month following Effective Date and ending 30 years from Effective Date. Class 3-2.4 Secured claim of Financial Pacific Leasing totaling $31,292 is impaired and will get a monthly payment of $685.00 beginning 1st day of the month following Effective Date and ending 5 years from Effective Date. Class 3-2.5 Secured claim of Ford Motor Credit totaling $42,238.65 is impaired and will get a monthly payment of $775.00 beginning 1st day of the month following Effective Date and ending 5 years from Effective Date. Class 3-2.6 Secured claim of Ford Motor Credit totaling $35,856.10 are impaired and will get a monthly payment of $685.00 beginning 1st day of the month following Effective Date and ending 5 years from Effective Date. Classes 3-2.7, 3-2.8, 3-2.9, 3-2.10, 3-2.11, 3-2.12, 3-2.13 and 3-2.7 Secured claim of John Deere Financial are impaired. No Payments under the plan except for the deficiency as an unsecured creditor. The Plan will be funded by income from the continued operation of the chiropractic business. A full-text copy of the Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y3lxnvgj from PacerMonitor.com at no charge. About Justice Farms Justice Farms, LLC, is a privately held company in Ashland City, Tennessee, engaged in the business of crop planting. The Company is the fee simple owner of house, outbuildings and farmland on 79 acres property located at 1724 Neptune Road, Ashland City, TN, 37015 valued by the company at $250,000. Justice Farms' gross revenue amounted to $1.4 million in 2016 and $825,615 in 2017. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 18-00064) on Jan. 4, 2018, disclosing $950,610 in total assets and $1.26 million in total liabilities. The petition was signed by John Justice, managing member. Judge Marian F Harrison presides over the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Justice Farms, LLC, as of Feb. 13, according to a court docket. KB HOME: Fitch Affirms & Then Withdraws 'BB-' Long-Term IDR ----------------------------------------------------------- Fitch Ratings has affirmed and withdrawn its ratings of KB Home, including the Long-Term Issuer Default Rating (IDR) of 'BB-' and senior unsecured long-term ratings of 'BB-'/'RR4'. The Rating Outlook is Stable. Fitch has withdrawn the ratings for commercial reasons. KEY RATING DRIVERS Top Six Homebuilder with Geographic and Customer Diversity: KB Home was the sixth largest homebuilder from 2014 to 2017 and had been consistently among the top five builders from 2004 to 2013. The company operates in 38 markets across eight states and has a top 10 position in 13 of the 50 largest metro markets in the U.S. and a top five position in 10 metro markets. This gives the company greater access to land deals and local labor and provides a benefit from scale in managing their margins. Management estimates that about 51% of its homes were directed to the first-time homebuyer, 23% to first move-up, 11% to second move-up, and 15% to the active adult segment in 4Q18. For the 12 months ended Nov. 30, 2018, 28% of home deliveries and 46% of revenues were generated from the company's West Coast segment, which predominantly comprises operations in California. About 48% of KB Home's inventory was located in the West Coast segment as of Nov. 30, 2018. Average selling prices (ASPs) are much higher in the West Coast than in the company's other segments. ASPs in the West Coast were $661,500 in FY18 compared to $307,500, $297,400, and $286,600 in the company's Southwest, Central, and Southeast segments, respectively. Improving Results but Slowing Market: KB Home's homebuilding revenues during FY18 increased 4.1% to $4.53 billion as home deliveries improved 3.7% to 11,317 homes and the average selling price of these homes advanced 0.4% to $399,200. Delivery growth was lower than the low double digit increase reported during FY17. Homebuilding gross profit margin (excluding inventory and land option charges) increased about 120 bps during FY18 to 18.1% as a result of higher volume and lower land and construction costs. Fitch expects total revenue will decline 3.5% in 2019 as absorption pace declines amid broad housing market slowness, particularly near the end of calendar 2018 and a shift to lower priced communities amid affordability concerns. Homebuilding gross profit margins and SG&A leverage will decline slightly due to lower operational leverage and a marginal increase in sales incentives offered during the year. Land Spend and Community Count: KB Home had 4% fewer average active communities during FY18 compared to the prior year. In the company's West Coast segment, average community count declined about 11%. The company expects community count to be 10% to 15% higher in 2019. Management indicated that the company had been selling out of communities at a faster pace than anticipated during portions of FY 2018 and has experienced some delays in opening new communities. The company has worked to achieve this goal by increasing total lots controlled by 7,256 lots (16%) year-over-year as of fiscal year-end (FYE) 2018. Fitch expects higher land and development spending in 2019 as the company continues to build its community count. Despite this, Fitch expects cash flow from operations (CFFO) to remain positive. Fitch expects delivery growth to be flat to slightly negative in 2019 and 2020 despite higher community count, as absorption pace slows amid housing weakness, particularly in California. Activation of Mothballed Assets a Marginal Headwind but Aids Cash Flow: KB Home has been reactivating previously mothballed communities. During 1Q12, the company had about $737 million of land held for future development or sale, accounting for about 43% of its total inventory. As of FYE18, land held for future development or sale has declined to approximately $238 million or about 7% of total inventory. The gross margins from home deliveries from reactivated communities are lower, but the reactivation of previously mothballed communities allows the company to monetize these assets and use the cash flow to invest in assets that could generate higher returns. Credit Metrics Improving: KB Home's net debt to capitalization ratio (excluding $175 million of cash classified by Fitch as not readily available for working capital and general liquidity) declined from 77% at FYE13 to 60% at FYE14 to 48.0% at FYE17 as the company has reduced debt and increased shareholder's equity. This ratio was 44.5% as of Nov. 30, 2018. Total debt to capitalization declined from 80% at FYE13 to 54.7% at FYE17 and 49.8% at Nov, 30, 2018. Fitch expects net debt to capitalization will be roughly 40% at FYE19. Management recently reduced its net debt to capitalization ratio target to a range of 35% to 45% (from 40% to 50%). Similarly, debt-to-EBITDA has improved from 8.4x at FYE15 to 4.3x at FYE17 and 3.5x at FYE18. Interest coverage rose from 1.7x at FYE15 to 3.2x at FYE17 and 4.0x at FYE18. Fitch expects these credit metrics to remain stable in 2019. The company reduced debt outstanding by $270 million in FY18 and recently repaid its $230 million 1.375% convertible senior notes that matured on Feb. 1, 2019. Slowing Housing Market Growth: Fitch expects new housing activity will improve slightly in 2019, despite slowing activity over the past few months, as higher interest rates and eroding affordability weakened demand. Fitch believes that the general strength of the economy, combined with still high consumer confidence, low unemployment and improving wage growth will continue to support the housing market this year. Fitch expects housing starts will improve 1% (single-family starts grow 2.2%) while new home sales advance 1.6% and existing home sales are flat in 2019. DERIVATION SUMMARY KB Home's IDR of 'BB-' is supported by the company's size, geographic diversity, customer and product focus and conservative building practices. The company has comparable credit metrics to homebuilding peers such as M/I Homes (BB-/Stable) but weaker metrics than Meritage Homes Corporation (BB/Stable). However, KB Home is larger than these two competitors and is more geographically diversified. KB Home is the sixth largest homebuilder in the U.S., delivering 11,317 homes during its FY18. The company has operations in 38 markets across eight states and has a top 10 position in 13 of the 50 largest metro markets in the U.S, including a top five position in 10 of those markets. While KB Home's customer and product focus is diversified, it has heavier weighting to the first time homebuyer segment. Additionally, the company has meaningful exposure to the state of California. The company generally does less speculative building of homes than almost all of its peers, which is a low risk approach to homebuilding. KB Home is also one of a few public homebuilders to aggressively market energy efficient homes as a way of differentiating its homes from other homebuilders' product and existing homes for sale. KEY ASSUMPTIONS -- Total housing starts increase 1% (single-family starts advance 2.2%), while new home sales advance 1.6% and existing home sales are flat during 2019; -- KB Home's homebuilding revenues decline low single digits in 2019 and 2020. -- The company's net debt to capitalization ratio falls to about 40% at FYE19 -- The company increases land and development spending in FY19 -- KB Home generates CFFO of $200 million to $250 million in FY19. RATING SENSITIVITIES Rating Sensitivities are not relevant since the ratings have been withdrawn. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: As of Nov. 30, 2018, KB Home had $574 million in total cash and $472 million of borrowing availability under its $500 million revolving credit facility that matures in July 2021. Fitch expects the company to invest more heavily in land and development in the next four to six quarters but to remain CFFO positive and maintain a strong liquidity position. Debt Maturities: The company has material debt maturities in the next few years. The $230 million convertible senior notes due in 2019 were repaid with cash in February 2019. The company retired its $400 million 2019 senior unsecured notes with proceeds from the $300 million 2027 issuance and the $100 million addition to the existing 2023 notes. KB Home has $350 million of notes maturing in 2020, $450 million in 2021 and $350 million in 2022. Fitch expects future debt maturities to be addressed through a combination of refinancing and debt pay down. Fitch expects the company to generate CFFO of $200 million to $250 million in FY19 and to maintain a strong liquidity position in these years. SUMMARY OF FINANCIAL ADJUSTMENTS -- Interest amortized to cost of goods sold is added back in the calculation of EBITDA. -- Impairment charges are excluded from the calculation of EBITDA. KEVIN WRIGHT: Greys Ferry Buying Philadelphia Property for $70K --------------------------------------------------------------- Kevin J. Wright asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of the real estate located at 2605 Annin Street, Philadelphia, Pennsylvania to Greys Ferry 09, LLC, for $70,000. Among others, the Debtor owns the property. It has received an offer from the Buyer to purchase the property for the sum of $70,000 in accordance with the Agreement of Sale. With the exception of certain taxes owed to the City of Philadelphia, the Debtor is unaware of any encumbrances on the property. The Debtor asks leave to pay at closing, real estate taxes, water/sewer liens, any and all other liens or encumbrances and ordinary settlement costs, and 6% realtor's commission to Keller Williams, Center City. The Debtor believes the sale to be fair and reasonable and in the best interests of the Estate. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Kevin_Wright_283_Sales.pdf Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn. Case No. 15-17104) on Oct. 1, 2015. KODRENYC LLC: MNAR 17800 Buying Miami Property for $9.7 Million --------------------------------------------------------------- Kodrenyc, LLC, asks the U.S. Bankruptcy Court for Middle District of Florida to authorize the sale of the parcel of real property located at 17800 State Road 9, Miami, Florida to MNAR 17800 IPCO RD, LLC for $9.7 million. The Debtor holds fee simple title to Property, which is encumbered by a first mortgage lien in favor of 17800 State Road 9 Lender, LLC in the amount of$797,813 and a junior mortgage lien also in favor of Lender in the principal amount of $5,576,667. The Property and the mortgage liens encumbering the Property are the subject of that certain foreclosure suit pending in Miami-Dade County Florida (Case No. 2017—019819 CA 01), which was commenced by Lender on Aug. 14, 2017. As of the Petition Date, litigation in the State Court Action remained ongoing, a receiver had been appointed, but no judgment of foreclosure had been entered in the case. Prior to the State Court Action, the Debtor was the landlord in respect of a lease to an affiliated company named "Ak "N" Eli, LLC," which operated a gentleman's club known as King of Diamonds. The Lender's predecessor in interest, AM145 Holdings, LLC was a member of the Debtor and, through various entities and individuals, controlled the operations and cash of Akneli. Under the operating agreements of Debtor and Akneli, all cash, after club operations, was to be used to pay down the $4 million loan (originated in 2014) to AM. Upon information and belief, Akneli caused over $2.5 million to be diverted from Akneli with such funds not credited as lease payments and not applied to the 2014 Loan. In March 2017, AM agreed, on behalf of itself and Debtor, to modify the 2014 Loan despite the loan having matured, and thus in default, since July 2015. The 2017 Modification purported to add $1,576,667 to the balance of the loan despite the fact that sufficient funds had been collected by Akneli to pay all interest. Moreover, the operating agreements of the Debtor and Akneli required to funds, after operation, to be used for the 2014 Loan. The Debtor has, on multiple occasions, asked for an accounting of all monies collected and controlled by Akneli and, to date, has not received such. Ultimately, the loan was assigned to Lender which instituted a foreclosure action in August of 2017. Mr. Kenneth Welt was appointed as receiver and evicted Akneli as tenant in November 2018. Currently, the building owned by the Debtor is vacant. On Dec. 17, 2018, the Debtor filed a counter claim against Lender seeking declaratory judgment in respect of the 2017 Modification and an accounting. Prior to the Petition Date and during the pendency of the State Court Action, the Debtor received a purchase offer from the Purchaser for the Property. The Purchaser's offer is memorialized in a real estate purchase agreement dated Nov. 21, 2018 which contemplates that the Debtor will sell the Property to the Purchaser for a total purchase price of $9.7 million, and that closing would take place after the expiration of time permitted for due diligence, inspections and satisfaction of those certain closing contingencies set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, closing was scheduled for Feb. 11, 2019; however, closing was delayed due to a dispute concerning certain figures set forth in the payoffquote provided by the Lender, which dispute the Debtor was unable to resolve by the proposed closing date. As such, the closing was placed on hold and the Purchaser's deposit of $1 million remains in escrow. On Feb. 2, 2018, at the request of the Debtor, the Lender sent a payoffletter which as of such date, indicated the balance was $6,508,000. After obtaining the 2018 Payoff Letter, the Debtor sought to procure a buyer and, after executing the Purchase Agreement, requested another payoff. On Feb. 1, 2019, the Lender sent a second payoff letter which listed the payoff as $8,923,517. The 2019 Payoff Letter reflects an increase of $2,415,516, or roughly 37%, in one year. The Debtor disputes the amount in the 2019 Payoff Letter based, inter alia, on the failure to properly account for funds collected by Akneli and because the debt owed to the Lender is subject to both recharacterization and equitable subordination. It expects to file its adversary proceeding against Lender in the next two weeks. Even if the 2019 Payoff Letter is ultimately found to be correct, the Agreement will produce proceeds sufficient to pay the amount in full. The Property is also encumbered by disputed claims reflected on Exhibit D. As to the code Violations, the Debtor asserts such are not its obligations. As to the claims of lien, it asserts that such debts have been paid in full or are not its responsibility. The Motion asks to sell free and clear of the Disputed Claims with liens attached to the proceeds. The Debtor asks authorization to sell the Property to the Purchaser in accordance with the terms of the Purchase Agreement, with any liens on the Property to attached to the sale proceeds, and further asks authorization to pay all the costs in connection with such sale. In addition, it asks authorization to hold the net proceeds from the sale of the Property in escrow pending further order of the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/KODRENYC_LLC_3_Sales.pdf The Purchaser is represented by: Alex Kurkin, Esq. Melissa Munchick, Esq. KURKIN FOREHAND BRANDES LLP 18351 NE 29th Avenue, Suite 303 Aventura, FL 33180 Telephone: (305)-929-8500 E-mail: akurkin@kfb-law.com mmunchick@kfb-law.com About Kodrenyc Kodrenyc, LLC is a single asset real estate debtor, whose principal assets are located at 17800 State Road 9 Miami, FL 33612. Kodrenyc, LLC sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-00996) on Feb. 18, 2019. The petition was signed by Jeffrey Vasilas, manager of 17800 Gardens D, LLC, the manager/member of AQFC LLC, manager/member of Kobrenyc, LLC. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Scott R. Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP as counsel. LINDBLAD EXPEDITIONS: S&P Alters Outlook to Stable, Affirms BB- ICR ------------------------------------------------------------------- S&P Global Ratings on March 7 revised its outlook on U.S.-based expedition cruise operator Lindblad Expeditions Holdings Inc. to stable from negative, and affirmed all ratings on the company, including the 'BB-' issuer credit rating. The stable outlook reflects S&P's forecast for good EBITDA growth to offset modest increases in debt balances for growth capital expenditures. S&P believes adjusted leverage will remain below the mid-3x area through 2020, providing sufficient cushion relative to its 4x downgrade threshold to withstand a modest level of EBITDA volatility. S&P expressed belief that good EBITDA growth through 2020, driven by capacity growth (a full year of the National Geographic Venture in 2019 and the National Geographic Endurance for most of 2020), and continued modest growth in net yields, will offset incremental debt for growth-related capital expenditure. S&P expects this will translate into adjusted leverage remaining under the mid-3x area through 2020. It believes maintaining adjusted leverage under the mid-3x area provides a good cushion, relative to its 4x downgrade threshold, to absorb potential operating underperformance due to unexpected events. S&P believes Lindblad is more vulnerable to EBITDA volatility from event risks -- voyage cancellations due to weather, ship accidents, geo-political events, or unplanned dry-docks -- than larger leisure operators given its small scale (14 ships, including the expected Endurance), smaller addressable customer base relative to larger cruise operators with multiple brands, and its brand concentration with National Geographic. "The stable outlook reflects our forecast for good EBITDA growth to offset modest increases in debt balances for growth-related capital expenditures, and that adjusted leverage will remain below the mid-3x area through 2020, providing sufficient cushion relative to our 4x downgrade threshold to withstand a modest level of EBITDA volatility," S&P said. S&P said it could lower ratings if it believed adjusted leverage would be sustained above 4x and adjusted funds from operations (FFO) to debt below 20%. "This could result if EBITDA underperforms our 2019 forecast level by around 25% and would likely be the result of unexpected voyage cancellations given Lindblad's current booked position for 2019. It could also occur if 2020 EBITDA underperforms our forecast by around 15%," S&P said. S&P said higher ratings are unlikely over the next two years given its forecast for adjusted leverage to remain above 3x. It could consider an upgrade, however, if adjusted leverage was sustained under 3x, adjusted FFO to debt above 30%, and the company had a greater ability to fund a more meaningful portion of its growth capital spending internally. S&P said it could also raise the ratings if its view of Lindblad's business risk improved, likely from an increase in scale, scope, and diversity in the company's operations. These scenarios are unlikely absent a meaningful reduction in debt or a transformative acquisition, according to S&P. LYFE TEA LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Lyfe Tea LLC as of March 8, according to a court docket. About Lyfe Tea LLC Lyfe Tea LLC filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 19-00137) on Jan. 10, 2019. The petition was signed by Angelia Shockley, member manager. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, PLLC. M.D. MILLER: Seeks Until April 4 to File Disclosure Statement ------------------------------------------------------------- M. D. Miller Trucking & Topsoil, Inc., asks the Bankruptcy Court to extend the time by which it must file a Chapter 11 Plan and Disclosure Statement until April 4, 2019. About M. D. Miller Trucking & Topsoil M. D. Miller Trucking & Topsoil, Inc., is a privately-held trucking company in Plainfield, Illinois. M. D. Miller Trucking & Topsoil sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30959) on Nov. 2, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Jack B. Schmetterer. Schneider & Stone is the Debtor's legal counsel. MENSONIDES DAIRY: Stipulation with Farm Credit Added in Latest Plan ------------------------------------------------------------------- Mensonides Dairy, LLC, and Art and Trijntje a/k/a Theresa Mensonides, filed an amended disclosure statement describing their proposed chapter 11 plan of reorganization. This latest filing discloses that Farm Credit and the Debtors have now stipulated and agreed that, absent further order of the Court, the Debtors are authorized to use cash collateral through the conclusion of the hearing on confirmation of the Debtors’ proposed plan. The Debtors' use of cash collateral between March 7, 2019 and the conclusion of the confirmation hearing shall be according to the same terms and conditions as contained in the Court’s order extending the use of cash collateral through March 7, 2019 with a modified budget to reflect the Debtors’ estimation of the administrative expenses to be incurred during the confirmation process. The Debtors submitted a separate agreed order extending the use of cash collateral through the conclusion of the confirmation hearing or June 7, 2019, whichever date occurs earlier. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/y5rvz8ny from Pacermonitor.com. About Mensonides Dairy Mensonides Dairy LLC operates a farm that produces milk and other dairy products. It was founded in 1993 and is based in Mabton, Washington. Mensonides Dairy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 18-01681) on June 14, 2018. In the petition signed by Art Mensonides, its owner and member, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Frank L. Kurtz presides over the case. The Debtor tapped Steven Sackmann, Esq., of Sackmann Law, PLLC, and Toni Meacham, Esq., as co-counsel. MILLERBERND SYSTEMS: Burwell Enterprises Buying Assets for $2.3M ---------------------------------------------------------------- Millerbernd Systems, Inc., asks the U.S. Bankruptcy Court for the District of Minnesota to authorize the sale of substantial amount of its assets to Burwell Enterprises, LLC, or to an affiliate, for $2.25 million. Since being retained in November of 2018, SealedBid Marketing, Inc. has engaged in extensive efforts identify and obtain a Buyer/Bidder for the assets of the Debtor. Separately, SealedBid has entered into an Engagement Agreement with Fabrication Properties, LLC. Fabrication is the Owner of the Real Estate Leased to the Debtor and from which the Debtor operates its business. The Debtor has now entered into an Asset Purchase Agreement, subject to approval of the Court. Fabrication has entered into an Intent to Lease Agreement. The Debtor proposes to sell a substantial amount of its assets free and clear of liens, claims and encumbrances to Burwell. The assets to be sold include: (i) $600,000 of Current Accounts Receivable; (ii) The Debtor's Inventory, store of parts and supplies and goods held for sale, including work in process; (iii) All of the Debtor's trade fixtures; plant machinery and equipment such as maintenance equipment, machining centers, tools and tooling shop and maintenance equipment; office equipment and furniture; tools, parts inventory and supplies; and all other assets used or useful in the operation of the Debtor, other than the Inventory, including but not limited to the items listed on the "Kloster List" on attached Exhibit C to the APA; (iv) All of the Debtor's rights, title and interest in and to all intangible assets and intellectual property rights, names utilized by the Debtor and derivatives thereof, lists of customers, suppliers and vendors, user IDs, passwords, telephone numbers, website, email addresses, post office box, names, trademarks and copyrights; sales, signs, displays, advertising and promotional materials; studies, products tests, research and information related to or concerning products developed by or for, or sold by Debtor; such leases and contracts as Burwell elects to assume; social media accounts and other intangible assets, including but not limited to those items listed on attached Exhibit D to the APA; (v) All of the Debtor's books and records relating to the Assets of its business including without limitation, lists of customers, suppliers and vendors, and records with respect to pricing, volume, payment history, cost, inventory, machinery and equipment, mailing lists, distribution and customer lists, sales, purchasing and materials, warranties, and including both hard copies and any such records which are maintained on computer. Burwell has agreed that the Debtor shall, for a period of five years from the date of closing, upon reasonable notice to Burwell, have access to the Debtor’s Books and Records covering all periods prior to the date of closing. The proposed sale does not include Debtor's Accounts Receivable in excess of $600,000, or the Debtor's cash. Separately, certain of the owners of the Debtor have entered into an Intent to Lease to Burwell, the real estate located in Winsted, MN having an address of: 330 6th Street South, Winsted, MN 55395. Burwell's Lease of the real estate is conditioned on Burwell's acquisition of the Debtor's assets as described. Burwell's acquisition of the Debtor's assets as described are conditioned upon Burwell entering into a Lease Agreement for the real estate as described. The Debtor has entered into said APA with Burwell. It is dated Feb. 14, 2019. The Debtor is a party to a Sale Contract with TCF Equipment Finance. The Contract involves an Okuma Millac CNC VMC Machine. The Debtor proposes to sell the equipment. The Debtor's proposal is to pay TCF Equipment Finance out of the proceeds of the sale. The Debtor is a party to Sale Contracts with the following: a. Wells Fargo Equipment Finance - The Contract involves an Okuma CNC Lathe. The Debtor proposes to sell this equipment. b. HP Financial Services - The Contract involves a Server. The Debtor proposes to sell this equipment. c. Bluco - The Contract involves 4 Welding (BM1) Tables. The Debtor proposes to sell this equipment. d. Chase - The Contract involves a 2014 Audi 07. The Debtor proposes to sell this vehicle. e. Central McGowan - The Contract involves a Trifecta Vaporizer Nitrogen System. The Debtor proposes to sell this equipment. f. Hewlett Packard - The Contract involves four Engineering Computers. The Debtor proposes to sell this equipment. g. KLC Financial - The Contract involves a Roller. The Debtor proposes to sell this equipment. The Debtor's proposal is to pay these Entities out of the proceeds of the sale. The Debtor has two loans with Security Bank & Trust Co. Security Bank has a Blanket Lien and Security Interest in the Debtor's assets. The Debtor proposes to pay Security Bank the balance owed to it from the proceeds of the Sale. The Debtor proposes to pay SealedBid Marketing its fee from the proceeds of the sale. The Debtor believes that an orderly sale of its assets is the best way to maximize the value and benefit of creditors and all parties in interest. It believes that the proposed sale as outlined in this motion will produce a result that is superior to any other options that are currently available. The Debtor's fixed assets and equipment were appraised by Kloster Appraisal. Kloster Appraisal has produced an appraisal of the Debtor's assets as of May 31, 2018. According to the appraisal, the forced liquidation value of the Debtor’s machinery and equipment is $1.4 million. The orderly liquidation value of the Debtor’s machinery and equipment is $1.9 million. The Debtor is asking authority to enter into this transaction and consummate it, with liens and encumbrances attaching to the proceeds to be received as a result of the sale. The consideration for the sale of its assets will be paid to the affected secured creditor(s) holding the security interest in the assets being sold. Debtor believes the proposed consideration under the sale is reasonable and fairly represents the value of the assets being sold under current market rates. The Debtor asks an order from this court providing a waiver of the stay period imposed by Bankruptcy Rules 6004(h) and 6006(d). A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Millerbernd_Systems_171_Sales.pdf A hearing on the Motion is set for March 13, 2019 at 2:00 p.m. The objection deadline is March 8, 2019. The Purchaser: BURWELL ENTERPRISES, LLC 8500 Normandale Lake Blvd. Suite 1750 Bloomington, MN About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway oversees the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A., as co-counsel. MIRAGE DENTAL: Proposes a Dickensheet Auction of Dental Equipment ----------------------------------------------------------------- Mirage Dental Associates Professional, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of various pieces of dental equipment that it no longer uses or requires, free and clear of all liens and interests, through a public auction conducted by Dickensheet & Associates, Inc. The Debtor owns and operates a dental practice located at 85 Rio Grande Drive in Castle Rock, Colorado and provides general dentistry office and outpatient procedures for its patients through the services of licensed professionals. It previously employed Dickensheet to assist the Debtor with, among other things, selling the Miscellaneous Equipment. Such equipment serves as collateral for one or more lenders, including, Ascentium Capital, Navitas Lease Corp., and EverBank Commercial Finance, Inc. Dickensheet has performed an inventory of the Debtor's Miscellaneous Equipment. Based on the Inventory and the various loan and security documents, the Debtor has identified the following items from the Inventory as collateral for certain creditors: (i) Navitas Lease - Item Nos. 1-21, 43, 63, 67, 69-77; (ii) EverBank Commercial - Item Nos. 22-42, 44-55, 81, 86-90; and (iii) Ascentium Capital - 64-66, 68, 78-80, 82-85, 241-250, 1488-1500. The Miscellaneous Equipment identified in the Inventory is titled solely in the Debtor's name and is property of the Estate. The Debtor proposes to sell all of the Miscellaneous Equipment listed in the Inventory through a public auction conducted by Dickensheet. The Debtor asserts that there are sound business reasons for selling the Miscellaneous Equipment and that the sale of such property by public auction to be conducted by Dickensheet at the first available auction date after approval of the Motion or such later available date, in the manner described above is in the best interest of the bankruptcy estate and the creditors. In order to consummate the sale of the Miscellaneous Equipment at the first available auction date after approval of the Motion, the Debtor asks that the Court suspends the operation of Fed.R.Bankr.P. 6004(h), which automatically stays for 14 days an order authorizing the use, sale or lease of property other than cash collateral. All net proceeds from the sale of the Miscellaneous Equipment will be accounted for and delivered to the applicable secured creditors. Such accounting will be made available to the secured lenders upon request following the sale. Such proceeds will reduce the amount of such creditor's claim, subject to the rights of the secured creditors to assert any rights based on damage to the Miscellaneous Equipment caused by the Debtor. All of such rights are preserved. Pursuant to the Court's Order of Sept. 17, 2018, the Debtor will compensate Dickensheet from the proceeds of the sale of the Miscellaneous Equipment in the amount of 15% commission on the gross proceeds of the auction and reasonable compensation for the actual and necessary costs of the auction, not to exceed 5% of the gross sales proceeds of the auction. Prior to filing the Motion, the counsel for the Debtor conferred with the counsel for Ascentium Capital, Navitas Lease, and EverBank Commercial, who do not oppose the relief requested. A copy of the Inventory attached to the Motion is available for free at: http://bankrupt.com/misc/Mirage_Dental_166_Sales.pdf About Mirage Dental Associates Mirage Dental Associates, Professional, LLC, is a privately-held company in Castle Rock, Colorado, that owns a dental clinic. Mirage Dental Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12496) on March 30, 2018. In the petition signed by Michael J. Moroni, Jr., managing member, the Debtor disclosed $5.41 million in assets and $8.72 million in liabilities. Judge Joseph G. Rosania Jr. oversees the case. The Debtor tapped Buechler & Garber, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MJJW PORTFOLIO: Must File Disclosure Statement, Plan by March 18 ----------------------------------------------------------------- MJJW Portfolio, Inc., is directed to file a Plan and Disclosure Statement on or before March 18, 2019. The Disclosure Statement will, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre− and post−petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. About MJJW Portfolio Inc. MJJW Portfolio, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07533). The Debtor tapped Miriam L. Sumpter-Richard, Esq., at Fresh Start Law Firm, P.A., as its bankruptcy counsel. MOUNT HOLLY: Star Hospitality Buying Brown Mills Property for $725K ------------------------------------------------------------------- Mount Holly Hospitality, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a notice of its proposed sale of the real property located at 13 Juliustown Road, Browns Mills, New Jersey to Star Hospitality, LLC for $725,000. A hearing on the Motion is set for March 12, 2019 at 10:00 a.m. Rishi Shah, the managing member of the Debtor, certifies that on Feb. 5, 2019, the Debtor entered into a Contract of Sale with the Buyer to sell the Property. The Debtor and the members of the Debtor are neither related to nor have any affiliation whatsoever with the Buyer or its members. The petition was filed by the Debtor on the eve of a Sheriff's Sale by the sole mortgagee on the Debtor's Property, TD Bank, N.A. After negotiations with the secured creditor, TD Bank has agreed to accept the sum of $700,000 from the sale of the property and will discharge its mortgage. The remaining proceeds will be paid to any subordinate lienholders in accordance their priority. The sale of the property free and clear of liens is in the best interest of all creditors, as the alternative would be to allow TD Bank to proceed with its foreclosure on the Debtor's primary asset to the sole benefit of TD Bank. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Mount_Holly_46_Sales.pdf The Purchaser: STAR HOSPITALITY, LLC 735 Hwy 35 N, Ocean Township, NJ 07712 About Mount Holly Hospitality Mount Holly Hospitality, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-34029) on Dec. 6, 2018, estimating under $1 million in both assets and liabilities. The Debtor hired Eugene D. Roth, Esq., at the Law Office of Eugene D. Roth. NAUTILUS MINERALS: Seeks Restructuring Under CCAA ------------------------------------------------- Nautilus Minerals Inc. and Nautilus Minerals Pacific Pty Ltd. sought and obtained an Initial Order of the Supreme Court of British Columbia pursuant to the Companies' Creditors Arrangement Act. Nautilus' intention is to continue its operations during these CCAA proceedings while it carries out a sale and investment solicitation plan. In order to continue to fund Nautilus' operations during its restructuring process, Nautilus negotiated a $4 million Interim Loan Agreement with Deep Sea Mining Finance Ltd. The Court approved this Interim Loan Agreement. As is typical of Initial Orders pursuant to the CCAA, there are, among other things, a stay of proceedings against Nautilus, and the Court extended the stay to NMI's subsidiary, Nautilus Minerals Niugini Limited. The Initial Order also imposes restrictions on Nautilus' trading partners from terminating their arrangements with Nautilus and on payments that Nautilus can make with respect to obligations owing to Nautilus' creditors as at the Filing Date. As a result of the financing made available under the Interim Loan Agreement, Nautilus will continue to meet its payment obligations for goods and services provided following the Filing Date. According to papers filed with the Court, over the past several months, the companies have been seeking solutions to its funding needs. In mid January 2019, when the companies have nearly depleted all of its funding, they approached PwC to prepare an assessment of its strategic options. Given the significant constraints on the companies' liquidity, PwC worked to complete this work by the end of January. The companies, in consultation with its key stakeholders, concluded that it should commence restructuring proceedings pursuant to the CCAA on an urgent basis. Given PwC's familiarity with the Company and the urgent need to commence proceedings, the Company determined that, in the circumstances, its was necessary to engage PwC to act as the monitor during the course of the proceedings, subject to this Court's approval of such appointment. The monitor prepared a pre-filing report to assist the Court during the application made by Nautilus. This report is posted on this website. The monitor will post regular status updates to this website and post future Monitor reports, Sale and Investment Solicitation Plan documents, and court materials, as they become available during the CCAA proceedings. For more information, "SISP" can be accessed for free here https://www.pwc.com/ca/en/services/insolvency-assignments/nautilus-minerals-inc/sisp.html The initial order and other documents in respect to the CCAA proceedings may be accessed from the Monitor's website at https://www.pwc.com/ca/nautilus-minerals The Companies can be reached at: Nautilus Minerals Inc. and Nautilus Minerals Pacific PTY LTD Attention: John McCoach, CEO Glenn Withers, CFO Suite 6125-2100 Bloor St. West Toronto BC M65 5A5 Tele: +1 416 551 1100 Email: gwi@nautilusminerals.com jmc@nautilusminerals.com Monitor can be reached at: PricewaterhouseCoopers Inc. 300 Madison Avenue, 24th Floor New York, NY 10017-6436 Michael Vermette Tel: +1 604 806 7675 Fax: +1 604 806 7806 Email: michael.j.vermette@ca.pwc.com Lucas Matsuda Tel: +1 604 806 7309 Email: lucas.j.matsuda@ca.pwc.com Tom Guthrie Email: tom.h.guthrie@ca.pwc.com Counsel for the Companies: Fasken Martineau DuMoulin LLP 550 Burrard Street Suite 2900 Vancouver, BC V6C 0A3 Kibben Jackson, Esq. Tel: +1 604 631 4786 Email: kjackson@fasken.com Fergus McDonnell, Esq. Tel: +1 604 631 3220 Email: fmcdonnell@fasken.com Suzanne Volkow, Esq. Email: svolkow@fasken.com Counsel for the Monitor: Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street Vancouver, BC V6C 3E8 Mary Buttery Tel: 604 691 6118 Fax: 604 691 6120 Email: mbuttery@casselsbrock.com Lance Williams Tel: 604 691 6112 Fax: 604 691 6120 Email: lwilliams@casselsbrock.com Sue Danielisz Tel: 778 372 6779 Fax: 604 691 6120 Email: sdanielisz@casselsbrock.com Sharron Wang Email: swang@casselsbrock.com Interim Lender of the Companies: Deep Sea Mining Finance Inc. Attn: Chris Jordinson Matthias Bolliger Email: chris@mawaridmining.com mbolliger@usm-group.com Counsel for Interim Lender: McMillan LLP Royal Centre, Suite 1500 1055 West Georgia Street, PO Box 11117 Vancouver, BC V6E 4N7 Vicki Tickle Tel: 236-826-3022 Email: vicki.tickle@mcmillan.ca Jill Pereira Tel: 604-893-7645 Email: jill.pereira@mcmillan.ca Julie Hutchinson Email: julie.hutchinson@mcmillan.ca Nautilus Minerals Inc. -- http://www.nautilusminerals.com/-- is an underwater mineral exploration company headquartered in Toronto, Ontario, Canada. OPTICAL HOLDINGS: Island Optical Buying All Assets of OHI --------------------------------------------------------- Optical Holdings of Puerto Rico, LLC and OHI of Puerto Rico, LLC, ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the bidding procedures in connection with the sale of all assets of OHI to Island Optical, LLC in exchange for the (a) assumption of the Assumed Liabilities, (b) payment of all Cure Costs, (c) payment of the 503(b)(9) Claims, (d) delivery to OHI, on the Closing Date, cash payments of 503(b)(9) Claims and Cure Costs, subject to overbid. Randy Nissinoff, the Co-Chief Executive Officer, Co-President, Co-Chief Financial Officer and Co-Secretary of each of the Debtors, certifies that shortly after the Debtors began operating the stores, the Debtors were faced with the reality that many of the stores were operating at a loss or otherwise needed substantial capital to operate. As a result, for the three years after acquiring the stores, the Debtors invested over $2.5 million to update their stores and divested unprofitable locations. The capital-intensive endeavor created liquidity issues and the Debtors fell behind on their payments to vendors. At the time Hurricane Maria hit the island, the Debtors had 10 operating stores. As widely reported in the press, the Hurricane caused an island-wide shut down for nearly three months. Most of the Debtors' stores faced business interruption from September 2017 through November 2017. The impact of Hurricane Maria also accelerated the Debtors' divestiture of stores. As a result, as of the Petition Date, the Debtors have only one operating store -- in Plaza Las Americas. OHI submits the Motion asking to sell, assign, transfer, convey and deliver to the Successful Bidder all of its collective rights, title, and interest in all or substantially all of the Seller's assets. The Debtors, in the exercise of their business judgment, have determined to sell all or substantially all of OHI's assets and believes that an open sale process will achieve a fair market price and maximize value to its various creditor constituencies. In furtherance of this objective, the Debtors intend to market OHI's business and assets and intend to sell OHI's business and assets to the highest or otherwise best qualified offer submitted by a bidder. Sun Mergers and Acquisitions, LLC has been and will continue to market OHI’s assets throughout the sale process in an effort to obtain the highest and best offer for the Assets. Subject to Bankruptcy Court approval, the Debtors propose to pay Sun in accordance with the Retention Agreement. To summarize, at closing, Sun would receive a contingent commission fee of 6% of first $5 million, 5% of next $5 million, and 4% thereafter of the total consideration based on its success in closing a sale of OHI's assets. Sun will not receive a commission from a transaction with me, William Noble, or any entity formed by me or William Noble. Island Optical, an entity formed by William Noble and Nissinoff, will be the Stalking Horse Bidder for the Assets. OHI and the Stalking Horse Bidder have substantially negotiated the terms of the Stalking Horse Agreement that will serve as the stalking horse bid. In addition, the Debtors are currently working with Sun in compiling information that will be responsive to due diligence requests from the Stalking Horse Bidder so that the same information will be available to other potential bidders. OHI has agreed to provide the Stalking Horse Bidder, subject to Bankruptcy Court approval, certain bidding protections, including a breakup fee in the amount of $150,000 and expense reimbursement in the amount of $50,000. The salient terms of the APA are: a. The Stalking Horse Bid consists of the following: i) Assumed Liabilities in the approximate amount of $564,000; ii) Cure Costs; and iii) accrued employee vacation and sick pay for transferred employees. b. Subject to the terms of a negotiated asset purchase agreement, the Purchased Assets will be sold to the Stalking Horse Bidder (or any Successful Bidder) free and clear of all existing liens, claims, and encumbrances. c. The Purchased Assets are being sold "as is, where is," with no representations of any kind. d. The parties' target that the closing and consummation of the sale of the Purchased Assets will occur by April 19, 2019. e. The Successful Bidder may assume, agree to pay, discharge or satisfy any debt, liability, or obligation of OHI, provided that the Successful Bidder, independent of OHI, reaches an agreement with the affected creditor. f. The sale price must at least satisfy the Assumed Liabilities and Cure Costs, and any competitive bids must be at least $50,000 more than the Stalking Horse Bid. g. Sale does not contain any contingencies, including, without limitation, financing conditions or contingencies, other than those agreed to by the Debtors and/or any other affected creditors. h. The Successful Bidder must include a list of all executory contracts of OHI the buyer will require OHI to assume and assign, a statement that the buyer will assume all cure costs associated with all executory contracts being assumed and sufficient information to satisfy the adequate assurance requirements for the assumption of any executory contracts. i. The Debtors do not propose to release any of the proceeds of the sale absent further Bankruptcy Court order. j. The Debtors ask waiver of the 14-day stay under Rule 6004(h). By way of the Motion, OHI asks the Court's approval of the bidding procedures. OHI believes that establishing the procedures for bidding on the Purchased Assets will allow it to promptly review, analyze and compare all bids received and determine if a bid or bids are in the best interests of the Debtors' bankruptcy estates. The Bid Procedures have been negotiated between the Debtors and the Stalking Horse Bidder with compromises from both sides. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 8, 2019 at 5:00 p.m. (ET) b. Initial Bid: The sale price must at least satisfy the Assumed Liabilities and Cure Costs, and any competitive bids must be at least $50,000 more than the Stalking Horse Bid. c. Deposit: 10% of the total proposed purchase price d. Auction: If the Debtors receive more than one Qualified Bid prior to the Bid Deadline, the Debtors will conduct an auction at the offices of Greenberg Traurig, LLP, 500 Campus Drive, Florham Park, New Jersey, 07932 on April 19, 2019 at 11:00 a.m. (ET). e. Bid Increments: $25,000 f. Sale Hearing: April 16, 2019 g. Sale Objection Deadline: April 9, 2019 at 1:00 p.m. (ET) h. Closing: The closing of the sale of the Purchased Assets will take place within 14 days of the Sale Order in accordance with the terms agreed to between the Debtors and the Successful Bidder. The Motion asks the Bankruptcy Court to approve certain procedures related to OHI's executory contracts and unexpired leases, including, procedures for (a) the assumption and assignment of executory contracts and leases, (b) the rejection of executory contracts and leases, and (c) the fixing of cure amounts. On April 2, 2019, the Debtors will serve a Notice of Potential Assumption and Assignment of Executory Contracts and Leases on all affected parties to executory contracts and unexpired leases. Any objections to the Assumption Notice must be filed by April 9, 2019 at 1:00 p.m. (ET). After conducting the Auction and selling the Purchased Assets, the unsold executory contracts and unexpired leases may be valueless to the Debtors and would only create an administrative expense burden on the Debtors' estates. Therefore, the Debtors ask authority to reject such executory contracts and/or unexpired leases. To enable the them and its professionals to analyze the net return to their estate (e.g., the proposed purchase price less any cure obligations), the Debtors ask to identify and fix all cure amounts set forth on a "Cure Schedule" to be filed with the Bankruptcy Court. The Debtors will file and serve a Cure Schedule on the parties to executory contracts and unexpired leases that may be assigned on April 2, 2019. Any objections to the Cure Notice must be filed by April 9, 2019 at 1:00 p.m. (ET). Subject to Court approval, within three business days after entry of an order approving the Bid Procedures, the Debtors propose sending a Notice of Sale upon all Notice of Sale Parties. Within one business day after the conclusion of the Auction (or Bid Deadline as the case may be), they will file with the Court, a supplement outlining the identity of the Successful Bidder of the Purchased Assets and the purchase price received therefore. The Debtors ask that the Bankruptcy Court waives the 14-day stay set forth in Bankruptcy Rule 6004(h). A copy of the Bidding Procedures and the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Optical_Holdings_104_Sales.pdf The Purchaser: ISLAND OPTICAL, LLC 275 Route 22 East Springfield, NJ 07081 Attn: Dr. Randy Nissinoff, Managing Member E-mail: jetseyes@gmail.com The Purchaser is represented by: Steven C. Coffaro, Esq. KEATING MUETHING & KLEKAMP PLL One East 4th Street, Suite 1400 Cincinnati, OH 45202 E-mail: Steve.coffaro@kmklaw.com About Optical Holdings of Puerto Rico Optical Holdings of Puerto Rico, LLC, owns health and personal care stores. OHI of Puerto Rico, LLC, is an eye-wear supplier in Springfield, New Jersey. Optical Holdings and OHI sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case Nos. 18-29070 and 18-29071) on Sept. 25, 2018. At the time of the filing, Optical Holdings estimated assets of less than $50,000 and liabilities of $1 million to $10 million; and OHI estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Stacey L. Meisel oversees the cases. The Debtors tapped Greenberg Traurig LLP as their legal counsel. PANAGIOTIS NASSIOS: Faria Buying Holliston Property for $380K ------------------------------------------------------------- Panagiotis C. Nassios filed with the U.S. Bankruptcy Court for the District of Massachusetts a notice of proposed private sale of the real property located at 208 Prospect Street, Holliston, Massachusetts, to Faria Realty Trust for $380,000, cash, subject to sale leaseback, subject to overbid. A hearing on the Motion is set for March 26, 2019 at 12:30 p.m. The objection deadline is March 11, 2019 at 4:30 p.m. The sale is subject to sale leaseback agreement. The sale will take place on March 29, 2019. The proposed buyer has paid a deposit in the sum of $380,000. The terms of the proposed sale are more particularly described in a Motion for Order Authorizing and Approving Private Sale of Property of the Estate filed with the Court on Feb. 11, 2019 and a written purchase and sale agreement dated Jan. 18, 2019. The Motion to Approve Sale and the purchase and sale agreement are available at no charge upon request from the counsel for Debtor. The Property will be sold free and clear of all liens, claims and encumbrances. Any perfected, enforceable valid liens will attach to the proceeds of the sale. Through the Notice, higher offers for the Property are solicited. Any higher offer must be accompanied by a cash deposit of $40,000. Higher offers must be on the same terms and conditions provided in the Purchase and Sale Agreement, other than the purchase price. 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. PAYLESS HOLDINGS: March 14 Common-Stock Transfer Final Hearing Set ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Missouri entered an interim order approving the notification and hearing procedures for certain transfers of and declaration of worthlessness with respect to common stock of Payless Holdings LLC and its debtor-affiliates, wherein substantial shareholder may not consummate any purchase, sale or other transfer of common stock, or beneficial ownership of common stock, in violation of the procedures, and any such transaction in violation of the procedures will be null and void ab initio. A final hearing of the Debtors' request will be held on March 14, 2019, at 10:00 a.m. (Prevailing Central Time), in Courtroom 7-North. Objections, if any, must be filed no later than 4:00 p.m. (Prevailing Central Time) on March 7, 2019. Pursuant to the interim order, a 50% shareholder may not claim a worthless stock deduction with respect to common stock, or beneficial ownership of common stock, in violation of the procedures, and any such deduction in violation of the procedures will be null and void ab initio, and the 50% shareholder will be required to file an amended tax return revoking such proposed deduction. Furthermore, the interim order stated that the procedures will apply to the holding and transfers of common stock, or any beneficial ownership of common stock, by a substantial shareholder or someone who may become a substantial shareholder. About Payless Holdings Payless Holdings LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 19-40883 on Feb. 18, 2019. The petition was signed by Stephen Marotta, chief restructuring officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. The Company is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. On April 4, 2017, Payless Holdings LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 17-42267). The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors' plan, if confirmed and implemented, would reduce their debt to $469 million. Hon. Kathy A. Surratt-States presides over the Debtors' Chapter 11 cases. Ira Dizengoff, Esq., Meredith A. Lahaie, Esq., Kevin Zuzolo, Esq., and Julie Thompson, Esq., of Akin Gum Strauss Hauer & Feld LLP, represent the Debtors as their counsel. Richard W. Engel, Jr., Esq., Erin M. Edelman, Esq., and John G. Willard, Esq., of Armstrong Teasdale LLP, represent the Debtors as their co-counsel. PHENIX TRANSPORTATION: Seeks Ch. 11 Trustee Appointment ------------------------------------------------------- Debtors, Phenix Transportation, Inc. and Phenix Transportation West, Inc., asked the U.S. Bankruptcy Court for the Southern District of Mississippi to appoint a Chapter 11 trustee in their Chapter 11 cases. Based on the request, Mr. Rickey Wilkerson, spouse of Daphne Wilkerson, the decision-maker and the owner of all of the security interests of the Debtors, has either delayed, ignored, or violated the Court directives and at least one court order by operating trucks without having insurance on them. Further, the request disclosed that the employees has lost confidence in Mr. Wilkerson's ability to operate the companies and make sound, just, and justifiable business decisions. Hence, the Debtors sought for the appointment of a Chapter 11 trustee. The Debtors are represented by: Craig M. Geno, Esq. Jarret P. Nichols, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 487 Highland Colony Parkway Ridgeland, MS 39157 Fax: 601-427-0050 Tel: 601-427-0048 Emails: cmgen@cmgenolaw.com jnichols@cmgenolaw.com About Phenix Transportation Phenix Transportation, Inc., and Phenix Transportation West, Inc., providers of trucking transportation services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case Nos. 18-04761 and 18-04762) on Dec. 12, 2018. At the time of the filing, Phenix Transportation estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million; and Phenix Transportation West estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The cases are assigned to Judge Neil P. Olack. The Law Offices of Craig M. Geno, PLLC, serves as counsel to the Debtors. QUALITY PLYWOOD: Has Until May 20 to File Disclosures, Plan ----------------------------------------------------------- Quality Plywood Specialties, Inc., is directed to file a Plan and Disclosure Statement on or before May 20, 2019. The Disclosure Statement shall, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre− and post−petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. About Quality Plywood Specialties Quality Plywood Specialties, Inc. is a wholesale distributor of plywood, lumber, veneers, and other fine wood products in Florida. The Company opened its its doors in 1994 serving the cabinetry, woodworking, furniture making, boatbuilding, and sign making industries. It also serves local governments, schools, and hospitals. Quality Plywood Specialties, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00609) on January 24, 2019. In the petition signed by Michael A. Jankowski, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Buddy D. Ford, P.A. as its legal counsel. R-BOC REPRESENTATIVES: March 14 Plan, Disclosures Filing Deadline ----------------------------------------------------------------- R-BOC Representatives, Inc., moves for an extension of time to file disclosure statement and plan. The Debtor asks that the filing deadline be extended to March 14, 2019. About R-BOC Representatives, Inc. R-BOC Representatives, Inc. is an Illinois corporation with its principal place of business in Saint Charles, Illinois. Established in June 2003, R-BOC Representatives manufactures plastic, reverse-threaded couplers, micro-couplers, and Push-2-Connect couplers for the telecommunications market serving the Ohio, Michigan, Indiana, Illinois, Wisconsin, Iowa, and Minnesota areas. R-BOC Representatives, Inc., based in Saint Charles, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-28555) on September 25, 2017. The Hon. Deborah L. Thorne presides over the case. Richard G. Larsen, Esq., at Springer Brown, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The petition was signed by Carolyn Lundeen, president. REALTY CAPITAL: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Realty Capital Ventures, LLC as of March 7, according to a court docket. About Realty Capital Ventures LLC Realty Capital Ventures, LLC filed as a Florida limited liability in Florida on Aug. 3, 2010, according to public records filed with Florida Department of State. Its principal assets are located at 1101 Grand Bahama Lane Singer Island, Florida. Realty Capital Ventures sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10932) on January 23, 2019. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Erik P. Kimball. The Debtor tapped Rappaport Osborne & Rappaport, PLLC as its legal counsel. ROGER STEINBECK: Finlayson Buying Valley Village Property for $907K ------------------------------------------------------------------- Roger Ronald and Stannis Veronica Steinbeck filed with the U.S. Bankruptcy Court for the Central District of California a notice of their proposed sale of the real property located at 12005 Emery Lane, Valley Village, California to Raymond James Finlayson for $907,000, cash, free and clear of all liens and encumbrances. The Debtors holds title to two parcels of real estate in California. One property is in Avalon California and the Property. The legal description is Tract 72157 Lot 10, Los Angeles County, APN No. 2348-008-109. The Property is 3 story single family residence with a gross living area of approximately 2,006 square feet and in good condition. There are 6 rooms, 3 bedrooms and 4 baths and a 2 car garage. Prior to filing the Petition in the case in September 2017, the Debtors had the Property appraised by certified real estate appraiser William G. Willson. After inspecting the Property and reviewing comparable sales in the area, Mr. Willson submitted an appraisal with an opinion of the value of the Property as $890,000. There is a Note secured by a Deed of Trust on the Property held or serviced by LoanCare with a payoff in the amount of $772,677. The Property is also secured by a loan with Wells Fargo Bank in the amount of $7,797 for a loan used for remodeling the Property. The Debtors have filed a Third Amended Disclosure Statement that has been approved by the Court and a hearing on the confirmation of their Third Amended Chapter 11 Plan of Reorganization is set for hearing the same day as the Motion. The sale of the Property is one of the options in the Plan. On Jan. 22, 2019, the Debtors received the current offer to purchase the house for $907,000 all cash. This was the first and only offer Debtors received in over eight months. The Debtors accepted the amount of the offer and escrow has been opened and all contingencies removed. They now ask approval of the sale. The proposed sale to the Buyer pursuant to the terms of the Residential Income Property Purchase Agreement and Joint Escrow Instructions dated Jan. 22, 2019, with Counter Offers No. 1 and 2 and Addendums between the parties and the Additional Escrow Instruction, will provide a substantial benefit to the estate as it will pay off the encumbrances, priority tax claims, administrative claims and costs of sale as well as provide Debtors with funds to pay toward their unsecured claims. As noted, the Debtors' Plan, which is scheduled for a confirmation hearing the same day, has alternatives which include as one option the sale of the Property. At the closing Debtors will sell the Property to the Buyer together with all improvements, easements and appurtenances. The Property will be transferred free and clear of all liens or interest. The Debtors ask that all of the secured claims related to the Property, administrative fees, tax claims, commissions and costs of sale be paid out of escrow. The remaining funds will be paid into their Counsel's trust account for later disbursement toward the unsecured claims. According to the Estimated Closing the balance to be deposited in the Trust Account is estimated to be approximately $64,568. The Property is the Debtors' residence and with the exemption, they will not incur capital gains taxes due to the Sale. In the case, the Buyer will pay $907,000 all cash for the Property which was appraised at $890,000 in September 2017. The Real estate agents have suggested a value between $850,000 and $950,000 so the purchase price is closer to the high end of that range and $17,000 more than the appraised value. The Property has been diligently marketed for some time by two different agents/brokers and all professionals agree it is not likely Debtors would receive an offer for a better price with similar terms. Given all of this, in there are no viable alternative purchasers and an overbid procedure would not be productive. The Debtors ask that they'd be authorized to pay the claims secured by the Property as well as related property taxes, real estate commissions and costs of sale pursuant to the terms of the Purchase Agreement and the listing agreement. The brokers' commission is as set forth in the Estimated Closing with per the listing agreement is 4.45% of the purchase price to be split with the Buyer's broker. Given the sale amount of $907,000, this provides for a total broker/agent’s commission of $40,362, which allows for $17,687 to the Debtors/Sellers' agent and $22,675 to the Buyer's agent. In addition to disbursement to secured creditors, commissions and costs of sale, the Debtors ask that the Court orders disbursement to remaining balance of the proceeds to be paid into their attorneys' Trust Account to allow Counsel to attempt to negotiate further with unsecured creditors and disbursed when appropriate. In order to complete the sale in the case, and for them not to miss the opportunity presented by the sale, for their estate and its creditors, the Debtors ask that the order on the Motion be effective immediately, notwithstanding the 14-day stay imposed by FRBP 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Roger_Steinbeck_110_Sales.pdf A hearing on the Motion is set for March 7, 2019 at 2:00 p.m. Objections, if any, must be filed at least 17 days prior to the scheduled hearing. Roger Ronald Steinbeck and Stannis Veronica Steinbeck sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-12969) on Nov. 7, 2017. The Debtors tapped Michael R Totaro, Esq., at Totaro & Shanahan, as counsel. RUDALEV 2 REFINANCE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Rudalev 2 Refinance, LLC 19-43402 28091 Dequindre, Unit 202 Madison Heights, MI 48071 Rudalev 2, LLC 19-43403 28091 Dequindre, Unit 202 Madison Heights, MI 48071 Business Description: Rudalev 2 Refinance owns various parcels of property in Wayne County and Oakland County, Michigan. Chapter 11 Petition Date: March 10, 2019 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judges: Hon. Mark A. Randon (19-43402) Hon. Marci B McIvor (19-43403) Debtors' Counsel: Michael E. Baum, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 Email: mbaum@schaferandweiner.com - and - Kim K. Hillary, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 Email: khillary@schaferandweiner.com Rudalev 2 Refinance's Estimated Assets: $1 million to $10 million Rudalev 2 Refinance's Estimated Liabilities: $1 million to $10 million Rudalev 2, LLC's Estimated Assets: $1 million to $10 million Rudalev 2, LLC's Estimated Liabilities: $1 million to $10 million The petitions were signed by Gabriel David, manager. A copy of Rudalev 2 Refinance's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/mieb19-43402_creditors.pdf Rudalev 2, LLC filed an empty list of its 20 largest unsecured creditors. The full-text copies of the petitions are available for free at: http://bankrupt.com/misc/mieb19-43402.pdf http://bankrupt.com/misc/mieb19-43403.pdf SCHULDNER LLC: Selling Three Duluth Properties for $389K -------------------------------------------------------- Schuldner, LLC, filed with the U.S. Bankruptcy Court for the District of Minnesota a notice of its proposed sale of the following real properties: (i) located at 721 N 7th Ave. E, Duluth, St. Louis County, Minnesota, PIN 010-3490-01220, to Taggart Properties, LLC for $125,000; (ii) located at 1128 E 7th St., Duluth, St. Louis County, Minnesota, PIN 010-3850-02920, to Jeff Cates for $134,100; and (iii) located at 708 E 7th St., Duluth, St. Louis County, Minnesota, PIN 010-2710-06390, to Joseph F. Eucolono for $130,000. The Debtor owns various real estate in the City of Duluth, Minnesota. All of the real estate is subject to a first mortgage lien in favor of Wilimington Trust, N.A. as Trustee for Holders of B2R Mortgage Trust 2016-1 MPC. The Debtor obtained the employment of a real estate agent to liquidate some of the real estate. It has chosen to sell three pieces of real estate for the purposes of generating funds to reinstate the Wilimington Trust mortgage. The properties that are pending sale are fully described in Exhibit B. The current offers on the Pending Sale Properties all have exceeded the initial listing price. The Debtor believes these offers are fair and would be irreparably harmed if they are not allowed to be sold. The proceeds from the sale of the Deer Ridge Membership Interest will be used by the Debtor for payment of administrative expenses, and to fund his plan of reorganization. It would not be entitled to use such proceeds until such time a plan of reorganization is approved, and once approved, the proceeds would be used per the terms of the plan. In the Debtor's business judgment, the proposed sale price is the greatest that could reasonably be expected in the foreseeable future, and the sale is in the best interests of the bankruptcy estate. Due to the Wilimington Trust encumbrance, the Debtor moves for such a sale under 11 U.S.C. section 363. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/SCHULDNER_LLC_18_Sales.pdf A hearing on the Motion is set for Feb. 27, 2019 at 11:00 a.m. About Schuldner, LLC Schuldner, LLC, is a privately held company engaged in activities related to real estate. Schuldner owns 15 single-family rental homes in Duluth, Minnesota, having a total appraised value of $1.8 million. Schuldner, LLC. filed for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Minn. Case No. 18-43739) on Nov. 30, 2018. In the petition signed by Carl L. Green, president, the Debtor disclosed $1,806,000 in assets and $1,035,000 in debt. The Hon. Katherine A. Constantine is the case judge. John D. Lamey, III, Esq., at Lamey Law Firm, P.A., is the Debtor's counsel. SKIN PC: Case Summary & 15 Unsecured Creditors ---------------------------------------------- Two affiliates that have filed voluntary petitions seeking releif under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Skin PC 19-11650 dba Ideal Dermatology 905 Alpine Boulder, CO 80304 Lake Loveland Dermatology, P.C. 19-11659 dba Clearwater Spa dba Greeley Dermatology and Skin Care Center fka Skin Care Specialists of Colorado 776 West Eisenhower Boulevard Loveland, CO 80537 Business Description: Skin PC and Lake Loveland Dermatology, P.C. offer a comprehensive approach to skin care, performing medical, surgical and cosmetic procedures. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Michael E. Romero Skin PC's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: lmk@kutnerlaw.com Lake Loveland's Counsel: Jordan D. Factor, Esq. 1600 Stout St., Ste. 1100 Denver, CO 80202 Tel: 303-534-4499 Fax: 303-893-8332 Email: jfactor@allen-vellone.com Jeffrey Weinman, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th St., Ste. 240 Denver, CO 80202 Tel: 303-572-1010 Email: jweinmantrustee@outlook.com Skin PC's Total Assets: $9,424,053 Skin PC's Total Liabilities: $10,680,249 Lake Loveland's Total Assets: $1,671,978 Lake Loveland's Total Liabilities: $124,779 The petitions were signed by Dr. Kevin Mott, president. A full-text copy of Skin PC's petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-11650.pdf A full-text copy of Lake Loveland's petition is available for free at: http://bankrupt.com/misc/cob19-11659.pdf A copy of Lake Loveland's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-11659_creditors.pdf SPECIALTY RETAIL: New Plan Discloses Settlement with McKesson ------------------------------------------------------------- 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 second amended joint chapter 11 plan. The Debtor discloses that the projected recoveries included in this latest disclosure statement and the liquidation analysis provide the baseline recovery for creditors under the Asset Sale Restructuring. The Debtors may determine to pursue an alternative Asset Sale Restructuring or Equitization Restructuring, but will only do so to the extent such alternative produces higher recoveries than this baseline recovery. The Debtor also discloses that the Special Committee is currently investigating several dividend payments Shopko made to its direct or indirect equity owners since its acquisition by a group of equity holders in 2005. The Special Committee has also focused its investigation on the consulting services arrangements between the Debtors and its equity sponsors. In addition, on Jan. 16, 2019, McKesson Corporation filed a limited objection to the DIP Motion asserting certain reclamation claims and marshaling rights. On Jan. 29, 2019, the Debtors filed a motion approving a settlement with McKesson pursuant to Bankruptcy Rule 9019. The settlement resolves all matters regarding the reclamation and marshaling rights asserted by McKesson, and remains subject to Bankruptcy Court approval. A copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/neb19-80064-571.pdf 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. STANTIVE TECH: Gets CCAA Stay; E&Y Named Monitor ------------------------------------------------ The Ontario Superior Court of Justice, Commercial List, entered an initial order declaring that Stantive Technologies Group Inc. and its affiliates are companies to which Companies' Creditors Arrangement Act applies and, effected Feb. 25, 2019, the Companies' restructuring proceedings commenced under Part III of the Bankruptcy and Insolvency Act as amended. The Court appointed Ernst & Young Inc. as monitor to the Companies. In addition, the Court approved the sale transaction contemplated by an agreement or purchase and sale between the Companies and cloud-based Web Content Management provider, Bridgeline Digital Inc., wherein Bridgleline will be acquiring certain assets of Stantive Technologies et al. including OrchestraCMS. Ernst & Young can be reached at: Ernst & Young Inc. Attn: Alex Morrison EY Tower, 100 Adelaide St. W PO Box 1 Toronto, ON M5H 0B3 Tel: 416-941-7743 Email: alex.f.morrison@ca.ey.com Stantive Technologies et al. retained as counsel: Thornton Grout Finnigan LLP Suite 3200, TD West Tower 100 Wellington Street West PO Box 329, Toronto-Dominion Centre Toronto, OH M5K 1K7 Leanne M. Williams Tel: (416) 304-0060 Email: lwillaims@tgf.ca Owen Gaffney Tel: (416) 304-1109 Fax: (416) 304-1313 Email: ogaffney@tgf.ca The initial order and other documents in respect to the CCAA proceedings may be accessed from the Monitor's website at https://www.ey.com/ca/stantiv About Stantive Technologies Stantive Technologies Group -- http://www.stantive.com/Home-- Ontario-based enterprise software provider focused on the development and deployment of its proprietary content management platform, OrchestraCMS. STONEGATE LANDING: Dmitruk Buying North Dighton Property for $125K ------------------------------------------------------------------ Stonegate Landing, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the sale of its right, title and interest in real property consisting of the parcel of land with the buildings thereon known and numbered as Vacant Lot, at Lot #3, Stonegate Landing, North Dighton, Massachusetts to David S. Dmitruk, III for $125,000. The Debtor has received and accepted an offer of the Buyer. The Buyer, who is from Taunton, Massachusetts, has no prior connection or relationship with the Debtor. The sale will take place, subject to Court approval, on March 29, 2019. The Buyer has paid a deposit of $5,000. The terms of the proposed sale are more particularly described in the parties' Purchase and Sale Agreement, filed with the Court on Feb. 12, 2019. The copies of the Motion to Sell and the Purchase and Sale Agreement are available upon request from the counsel for the Debtor. The Property will be sold free and clear of all liens, claims and encumbrances. Any perfected, enforceable and valid liens will attach to the proceeds of the sale. Through the Notice, higher offers for the Property are solicited. Any higher offer must be accompanied by a cash deposit of$5,000 in the form of a certified or bank check made payable to the counsel for the Debtor. Higher offers must be on the same terms and conditions provided in the Purchase and Sale Agreement, other than the purchase price. Higher offers must exceed the proposed purchase price of $125,000 by no less than 5%. A hearing on the Motion is set for March 12, 2019 at 10:00 a.m. The objection deadline is March 6, 2019. About Stonegate Landing Stonegate Landing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14383) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Melvin S. Hoffman is the case judge. Parker & Associates is the Debtor's legal counsel. SUNOPTA INC: S&P Lowers ICR to 'CCC+' on Weakening Credit Measures ------------------------------------------------------------------ S&P Global Ratings said SunOpta Inc.'s 2018 EBITDA was weaker than expected and it projects the company's 2019 results will also be lower than its previous forecast. As a result, it forecasts 2019 S&P Global Ratings-adjusted debt-to-EBITDA to remain about 11x, similar to 2018 year-end results. Ongoing challenges in SunOpta's operations led to the lower EBITDA that, combined with higher revolver borrowings, has resulted in the company's significantly weaker credit measures, according to S&P. Therefore, S&P on March 7 lowered its issuer credit rating on SunOpta to 'CCC+' from 'B-'. It also lowered its issue-level rating on subsidiary SunOpta Foods Inc.'s senior secured notes to 'CCC' from 'CCC+'. The recovery rating on the notes is unchanged at '5'. The downgrade reflects S&P's view that the softness in the company's 2018 operating performance will continue through 2019, causing SunOpta's debt burden to be unsustainable in the long term. The company exited 2018 with about 11x S&P Global ratings adjusted debt-to-EBITDA, compared with S&P's previous expectation of about 9x. Although revenues increased in SunOpta's aseptic beverage and healthy snack segment, the company's overall 2018 EBITDA was lower than S&P's expectations. The negative outlook reflects the risk that the company's turnaround in multiple business segments may take longer than anticipated. In addition, S&P's forecast of limited EBITDA growth for 2019 reflects the uncertainty regarding SunOpta's capacity to cover the company's fixed charges of interest, capital expenditures, and dividends to about US$65 million-US$70 million with internally generated cash flows." SunOpta's 2018 earnings were affected due to higher production costs and sales price reductions in the company's frozen fruit business; elevated production costs to meet higher-than-expected demand in the broth business; and an inventory write-down. Operational missteps, low capacity utilization, and high restructuring costs, combined with external challenges in SunOpta's frozen fruit business, have led to below-average EBITDA margins (about 5% on an S&P Global Ratings-adjusted basis) for the past three years. The company has initiated several projects including plant capacity expansion to improve scale in its growing aseptic beverage segment and overall profitability under its value creation plan. "The negative outlook reflects our expectation that the slower-than-anticipated turnaround in the company's business segments will constrain SunOpta's adjusted EBITDA margins at about 5% for another 12 months leading elevated debt-to-EBITDA of about 11.0x and EBITDA interest coverage in the low 1x area. It also incorporates risks about whether SunOpta will be able to execute on its value creation initiatives and return to profitability relative to historical levels," S&P said. S&P said it would lower the ratings if SunOpta's liquidity position deteriorated such that the company was unable to service its fixed charges of interest and minimum capital expenditures or if there is an increased likelihood of a potential distressed debt exchange in the next 12 months. S&P said it could revise the outlook to stable if the company were to sustain EBITDA improvement and adjusted EBITDA interest coverage above 1.5x, generate positive free cash flows, and maintain sufficient liquidity to fund product recall liability claims and approximately US$65 million-US$70 million of interest, capital expenditures, and dividends. S&P expressed belief that such a scenario would reflect lower working capital requirements, and margin improvement of more than 100 basis points through lower restructuring costs and higher volumes from new customers." TANK HOLDING: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR) to Tank Holding Corp. (New) ("Tank"). Concurrently, Moody's assigned B2 ratings to the proposed $60 million senior secured first lien revolver and $480 million senior secured first lien term loan. The rating outlook is stable. The rating action follows the company's announced plan to be acquired by Olympus Partners. "The planned 25 percent increase in funded debt coupled with the associated incremental debt service burden and minimal starting cash balances considerably weakens the company's liquidity profile," says Andrew MacDonald, Moody's lead analyst for the company. "However, we believe that Tank's good margins and cash flow generating ability can ultimately support the added debt load, even if liquidity remains somewhat pressured over the next year or so, until the company can gradually build up cash balances for debt repayment to reduce leverage," added MacDonald. Pro-forma for the proposed transaction, the company's Moody's-adjusted debt-to-EBITDA and EBITA-to-interest for the twelve months ended December 31, 2018 approximated 7.0 times and 1.6 times, respectively. Moody's expects leverage to improve to less than 6.5 times by the end of 2020. Upon closing of the transaction -- currently anticipated by the end of March 2019 -- Moody's will withdraw all previously existing ratings for the former entity in conjunction with the company's concurrent repayment of all related obligations and the extinguishment of current commitments. Moody's assigned the following ratings for Tank Holding Corp. (New): Corporate Family Rating, B3 Probability of Default Rating, B3-PD $60 million Gtd senior secured first-lien revolving credit facility due 2024, B2 (LGD3) $480 million Gtd senior secured first-lien term loan due 2026, B2 (LGD3) Outlook, Stable The following ratings for Tank Holding Corp. will be withdrawn upon closing of the transaction and the concurrent repayment of debt outstanding: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $50 million senior secured first-lien revolving credit facility due 2021, B2 (LGD3) $382 million senior secured first-lien term loan due 2022, B2 (LGD3) Outlook, Stable RATINGS RATIONALE Tank's B3 CFR broadly reflects the company's very high leverage, the potential for even more aggressive financial policies given its financial sponsor ownership, and a relatively small revenue base of approximately $267 million pro forma for the Bushman and Humboldt acquisitions at December 31, 2018. The company also has significant end market concentration within the agricultural business segment, which can be affected by commodity price volatility by way of discretionary farm spending on new equipment. Tank is also modestly exposed to similarly volatile end markets impacted by oil and gas commodity prices, weather trends, housing starts, and demand for industrial storage and transportation of materials. However, the rating is supported by Tank's strong position within its end markets aided by a good geographic footprint with 22 manufacturing facilities in the US and Canada, a national presence through its dealer network and other sales channels, strong operating margins, and good free cash flow generating ability and liquidity (albeit initially weakened). Factors that could result in a downgrade include a deterioration in liquidity such that operating cash flow can no longer support the company's capital needs. Additionally, debt-to-EBITDA sustained above 7.0 times or a decline in EBITA-to-interest expense to 1 time would pressure the rating. Debt financed dividends or acquisitions could also lead to a downgrade. Alternatively, factors that could warrant consideration of an upgrade include financial policies supportive of debt-to-EBITDA below 5.5 times, with free cash flow-to-debt sustained in the high single digit percent range. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Tank and its wholly-owned subsidiaries, Snyder Industries, Inc. and Norwesco, Inc. are engaged in the manufacturing and distribution of rotationally-molded polyethylene and steel tanks, containers, bins and pallets for agricultural, water, industrial, food and beverage, and on-site water treatment applications, among others. In addition, the company markets valves, couplers, adapters, lids and other accessories related to the use of its tanks. Tank primarily operates in the US and Canada and had pro-forma revenue for the twelve months ended December 31, 2018 of $267 million. Following the proposed transaction, the company will be majority-owned by Olympus Partners. THOR INDUSTRIES: S&P Alters Outlook to Negative, Affirms 'BB' ICR ----------------------------------------------------------------- S&P Global Ratings on March 7 revised its rating outlook on Thor Industries Inc. to negative from stable, and affirmed the 'BB' issuer credit rating on the company and the 'BB' issue-level rating on its term loan B. S&P said Thor reported operating results through the second-quarter of fiscal 2019 that significantly under-performed its expectations, and the company remains under pressure from an ongoing inventory correction in the recreational vehicle (RV) industry. S&P's revised forecast is for pro forma adjusted debt to EBITDA to be in the 3.5x area in fiscal 2019. "The outlook revision to negative reflects ongoing unfavorable wholesale shipment trends, our updated leverage forecast, and our belief there could be a high degree of variability in the magnitude and duration of the current inventory correction," S&P said. The negative outlook reflects S&P's updated forecast that Thor will not have a cushion compared to its 3.25x leverage downgrade threshold and the possibility that the current inventory correction may not end by fiscal 2020 in a manner that enables Thor to resume shipment growth and reduce leverage to under the threshold. S&P currently believes the inventory correction will likely end, resulting in adjusted debt to EBITDA modestly below its 3.25x downgrade threshold by fiscal 2020. However, S&P believes shipments and EBITDA could experience a meaningful degree of variability over the outlook period and could be further burdened by a meaningful deceleration in retail sales or the economy that is not currently anticipated in its base case. "We could lower the issuer credit rating if we believed Thor would sustain adjusted debt to EBITDA above 3.25x, incorporating temporary spikes for leveraging acquisitions as well as volatility over the economic cycle. We believe a moderate economic recession could potentially cause a 1x or more deterioration in leverage," S&P said. S&P said it could lower the rating if there were a deceleration in economic growth that it currently does not forecast, low or negative retail unit growth that does not allow the inventory correction to end, or an unfavorable mix shift in product demand that is unsupportive of Thor's revenue stabilization. "We could revise the outlook to stable if we gained confidence that leverage would decrease and remain with a cushion below 3.25x through a combination of debt repayment and EBITDA growth," S&P said. TOWN STAR: GPM Buying Substantially All Assets for $2.9 Million --------------------------------------------------------------- Town Star Holdings, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of substantially all of its assets to GPM Investments, LLC, for approximately $2.9 million. The Debtor has determined it is in the best interest of its Estate and all constituencies, including creditors, suppliers, lessors, customers and employees, for it to sell substantially all of its assets. Such a sale, if accomplished expeditiously, will preserve substantial value for creditors and preserve ongoing operations for its multi-location business for all constituencies. The Debtor has engaged in ongoing negotiations and diligence for the sale of substantially all of its assets to GPM including the sale of its leasehold interests in the gas stations and Subway stores, together with the supplier based intangibles associated with the wholesale distribution of fuel to the Business Locations and all assets and businesses relating to any and all of the foregoing, including all trademarks and other intellectual property rights relating to the Stores ("Property"). The leasehold interests are more particularly described in GPM's Letter of Interest ("LOI"). The Debtor asks Court authority to sell its Property free and clear of all liens, claims, rights, title, interests and encumbrances with any such liens, claims, rights, title, interests and encumbrances to attach to the proceeds of such a sale. GPM has begun and will continue to negotiate with Spirit Realty Capital, Inc., Spirit FL Town Star 2014-2, LLC and Spirit SPE Portfolio CA C-Stores, LLC regarding restructuring the leases of the Business Locations with Spirit on terms to be mutually agreed upon by and between Spirit and GPM. GPM will, as part of its acquisition of assets, contribute up to $2.9 million for the purpose of repaying all administrative, priority secured and unsecured creditors, which would result in payment of allowed claims at nearly 100 cents on the dollar. By way of comparison, a liquidation of the Debtor's assets and business operations would likely yield no amounts for distribution to unsecured creditors, the Debtor's secured creditors would be largely under-secured and holders of executory contracts would not realize the benefit of any contract assumption. Simply put, a sale of the Debtor's assets is far superior to any other option for creditors. In order to facilitate the sale and transition of operations, GPM will enter into mutually agreeable Management and Services Transition Agreement to ensure a smooth transition of business operations, licenses and staffing, vendor, supplier and customer relations. Time is of the essence in the contemplated transaction with final approval from the Court to occur on Feb. 28, 2019. At present, executory contract rates, business operations are not financially sustainable. The closing of the transactions contemplated would occur shortly thereafter. GPM would acquire all Company held governmental licenses and permits, including business permits and lottery, beer and wine licenses. The only assets not being sold to GPM include any and all Chapter 5 causes of action which will be retained by the DIP and pursued to the extent necessary in the event the consideration proposed turns out to be insufficient to pay creditors in full on their allowed claim amounts. Following the closing on the sale of assets contemplated, the Debtor will propose a Chapter 11 Plan to effectuate distributions of sale proceeds to creditors. To implement the foregoing successfully, the Debtor respectfully asks a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A primary hearing on the Motion is set for Feb. 22, 2019 at 2:00 p.m. A copy of the LOI attached to the Motion is available for free at: http://bankrupt.com/misc/Town_Star_77_Sales.pdf The Purchaser: GPM INVESTMENTS, LLC 8565 Magellan Parkway Suite 400 Richmond, VA 23227 Telephone: (804) 730-1568 Facsimile: (804) 559-3285 E-mail: mbricks@gpminvestments.com About Town Star Holdings Headquartered in Fort Myers, Florida, Town Star Holdings, LLC, owns convenience stores. Town Star Holdings filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00667) on Jan. 25, 2019. At the time of the filing, the Debtor estimated under $10 million in both assets and liabilities. The Debtor tapped Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, as its legal counsel. VALLEY TRUCK: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Valley Truck Center Cotulla Incorporated aka Valley Truck Center aka Valley Truck Center of Cotulla 4301 N. Cage Blvd. Pharr, TX 78577 Business Description: Valley Truck Center is an automobile dealer in Pharr, Texas. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Case No.: 19-70081 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Nathaniel Peter Holzer, Esq. JORDAN, HOLZER & ORTIZ, P.C. 500 N Shoreline Dr, Ste 900 Corpus Christi, TX 78401 Tel: 361-884-5678 Fax: 361-888-5555 Email: pholzer@jhwclaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tammy Cuellar, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-70081.pdf WILSON LAND: Mucci Buying Mentor Property for $120K --------------------------------------------------- Wilson Land Properties, LLC, asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the sale of interest in the real property located at 7347 Reynolds Road, Mentor, Ohio to Louis A. Mucci for $120,000. The property is currently rented and that makes it attractive to a buyer such as Mr. Mucci. The offer is the second offer received on the property. It exceeds the prior offer by $10,000 and therefore Debtor believes this offer to be a superior offer. There are encumbrances on the property as indicated from the Commitment. The parties believe the sale price represents fair market value for the property. There are interests in this real estate as set forth in the Commitment previously filed but it is in the best interest of the estate that the property be sold free and clear of their interests. Those interests as set forth in the Commitment. In order to provide adequate protection of any interests of those parties, the Buyer will deposit the funds necessary to complete the transaction with the escrow agent as set forth in Exhibit A, the Debtor will instruct the escrow agent to disperse from the sale proceeds an amount sufficient to pay real estate taxes, and amounts owed to Tax Ease Ohio in full and then the balance to RBS Citizens NA. Therefore, the Debtor asks that the Court authorizes the sale of the property to Mr. Mucci on the terms and conditions as set forth. A copy of the Agreement and Commitment attached to the Motion is available for free at: http://bankrupt.com/misc/Wilson_Land_105_Sales.pdf About Wilson Land Properties Based in Mentor, Ohio, Wilson Land Properties, LLC, is the owner of 51 real estate properties having a total estimated value of $4.54 million. Wilson Land Properties, LLC, based in Mentor, OH, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10514) on Jan. 31, 2018. In the petition signed by Richard M Osborne, managing member, the Debtor disclosed $4.54 million in assets and $43.23 million in liabilities. The Hon. Arthur I. Harris oversees the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as bankruptcy counsel to the Debtor. WJA ASSET: Wants to Effectuate Distributions & Dissolve CA Express ------------------------------------------------------------------ WJA Asset Management, LLC ("WJAAM"), asks the U.S. Bankruptcy Court for the Central District of California to authorize it to exercise its management rights in order to effectuate the final distributions and the dissolution of CA Express Fund II, LLC. WJAAM, one of the Debtors-in-Possession, is the manager of a handful of entities that did not file bankruptcy petitions because the requisite consents could not be obtained. However, WJAAM continues to act as manager for those entities and Howard Grobstein serves as WJAAM's chief restructuring officer. CA Express Fund II's primary assets were its limited partnership interest in (1) an entity that operated a car wash and (2) funds in a bank account at California Bank & Trust. It liquidated its interest in the partnership in 2018 and, in late 2018, after multiple demands, finally received funds that were on deposit with California Bank & Trust. It is now prepared to make distributions to creditors and interest holders. Because this may be considered a transaction outside the ordinary course of WJAAM's business, WJAAM asks authority to exercise its management rights to make the distributions and dissolve CA Express Fund II under California law. All creditors and interest holders of CA Express Fund II are being served with the Motion. CA Express Fund II is a nondebtor entity whose membership interests, based on its tax returns and other books and records, are held equally by two third-party investors: Texas Capital Holdings, L.P. and the Padova Trust as amended and restated 2008. Each invested $206,000 to acquire its interest in CA Express Fund II. However, the general ledger of CA Express Fund II reflects that in 2015, Texas Capital Holdings received $16,537 more in distributions than the Padova Trust did. In 2018, CA Express Fund II and its affiliate, WJA Express Fund, sold their respective limited partnership interests in Gothard Express Partners, L.P. to a third party for the total purchase price of $1.95 million. From that sale, CA Express Fund II received $268,967. As of the filing of the Motion and after making the interim distribution to interest holders, CA Express Fund II is holding $175,091. In January 2019, WJAAM made an interim distribution of 70% of the funds on hand after making reserves for outstanding accounts payable, taxes, and future professional fees and costs to formally dissolve the entity and winding down its affairs. The outstanding accounts payable that was reserved for includes $16,537 for the Padova Trust in order to equalize the distributions that the two owners received from CA Express Fund II. The outstanding accounts also includes an item owed to WJAAM under the terms of the operating agreement, less a deduction for an overpayment of management fees. In particular, Section 2.2 of CA Express Fund II's operating agreements provides that the Manager has contributed Legal fees and other fees and services in the form of cash and loans to complete the start up of the Company and will be reimbursed for such expenses ("Initial Costs") in the amount of $25,000. Based on the books and records of CA Express Fund II and WJAAM, this payment has not yet been made. However, the management fees have been recalculated based on actual assets values through the date that the CRO was appointed, and based on this calculation, CA Express Fund II has overpaid WJAAM management fees by $5,428. Thus, WJAAM proposes to pay itself $19,572, comprised of the $25,000 in unpaid start-up fees, less the overpayment on the management fees. The CRO has determined that because he has performed the management functions for CA Express Fund II since his appointment and has collected fees for those services as permitted by the operating agreement, it would not be appropriate to also pay management fees to WJAAM. Thus, the calculation of the management fees due to WJAAM stops as of his appointment. The same determination has been made in connection with the Debtors' bankruptcy cases. The outstanding accounts payable also includes $11,548 to be paid to WJA Express Fund, LLC, to reimburse it for legal fees and expenses incurred by Smiley Wang-Ekvall in connection with the sale of the interest in Gothard Express. This sum was previously charged to and paid by WJA Express Fund. After the Motion is approved, the CRO will cause CA Express Fund II to pay the outstanding accounts payable from the funds reserved for that purpose. The final tax return will be prepared and the paperwork to formally dissolve CA Express Fund II will be submitted to the California Secretary of State. CA Express Fund II will pay the actual cost of those tasks from the reserved funds. In addition, because this is a case where the investors will have received more than 110% of the amount that they invested from CA Express Fund II, the operating agreement contemplates that the amount in excess of 110% be split with the Manager. Specifically, Section 3.11 of the operating agreement provides that the Manager will be compensated a 2% annual asset management fee paid quarterly. If greater than a 10% return is achieved, the investors will be paid any remaining profits on a 80%-20% split with the Manager with the investors receiving 80%. Once the investors have received 110% of their investments in CA Express Fund II, the remaining funds on hand will be paid 20% to WJAAM and 80% to the two investors, with the Padova Trust and Texas Capital Holdings each receiving equal shares. Once all distributions are made, the CRO estimates that the two investors will have received at least 118.31% of their initial investment in CA Express Fund II. It is not expected that the remaining tasks will take longer than six weeks to complete. WJAAM proposes to do so in a manner consistent with the operating agreement and on notice to the two investors so that they have a forum for reviewing the distributions made so far and that are proposed to be made and an opportunity to ask questions and raise any concerns that they have. Moreover, it asks to rectify the overpayment of management fees to it by deducting the amount of the overpayment from the amount due to it under the operating agreement for start-up costs. Because WJAAM believes that all of these actions constitute a proper exercise of its business judgment, it requests that the Motion be approved. A copy of the Operating Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/WJA_Asset_796_Sales.pdf About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson oversees the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. Z GALLERIE: Case Summary & 50 Largest Unsecured Creditors --------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Z Gallerie, LLC (Lead Case) 19-10488 1855 West 139th Street Gardena, CA 90249 Z Gallerie Holding Company, LLC 19-10489 Business Description: Z Gallerie, LLC engages in the retail of home decor products. The Company sells furniture, art & mirrors, decor & pillows, tabletop, bedding, rugs and more. As of the Petition Date, the Debtors operate 76 retail stores in 28 states. For more information, visit https://www.zgallerie.com. Chapter 11 Petition Date: March 11, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 Email: dpacitti@klehr.com myurkewicz@klehr.com - and - Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com - and - Justin R. Bernbrock, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: justin.bernbrock@kirkland.com Debtors' Investment Banker: LAZARD MIDDLE MARKET, LLC Debtors' Restructuring Advisors: BERKELEY RESEARCH GROUP, LLC Debtors' Notice & Claims Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO https://cases.stretto.com/zgallerie Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petition was signed by Mark Weinstein, interim president & CEO. A full-text copy of Z Gallerie's petition is available for free at: http://bankrupt.com/misc/deb19-10488.pdf Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Brentwood Associates Unsecured $29,023,618 11150 Santa Monica Ste 1200 Note Claims Los Angeles, CA 90025 Ryan Foltz Tel: 310-477-6611 Fax: 310-477-1011 Email: rfoltz@brentwood.com 2. UPS Supply Chain Solutions Inc. Transportation $2,260,553 Attn: Bonifacio Gapultos 55 Glenlake Parkway NE Atlanta, GA 30328 Tel: 310-971-3786 Fax: 404-828-6912 Email: bonifacio.gapultos@ups.com 3. Federal Express (Fedex) Transportation $735,985 3610 Hacks Cross Road Memphis, TN 38125 Joe Chang Tel: 909-816-3584 Fax: 800-548-3020 Email: joseph.chang@fedex.com 4. Aptos Inc. Professional $610,789 945 East Paces Ferry Road, Services Suite 2500 Atlanta, GA 30326 Martin Dube Tel: 1.678.671.0787 Email: mdube@aptos.com 5. EDC Moving Systems Transportation $571,540 2228 Wirtcrest, Suite G Houston, TX 77055 Ross Hintz Tel: 713-680-2221 Ext. 212 Fax: 713-682-4259 Email: rhintz@edc-mover.com 6. WPromote Inc. Professional $516,320 2100 East Grand Avenue Services First Floor El Segundo, CA 90245 Tel: 310-421-4844 Fax: 310-335-0488 Email: mstone@wpromote.com; Marissa@wpromote.com 7. C.H. Robinson Company Transportation $429,490 14701 Charlson Road Eden Prairie, MN 55347-5076 Chris Waasted Tel: 714-647-7920 Fax: 952-937-7703 Email: Chris.Waasted@chrobinson.com 8. Bassett Mirror Company Inc. Merchandising $418,680 1290 Philpott Drive Bassett, VA 24055 Tel: 276-629-3341 Ext. x324 Fax: 276-629-3709 9. Tuscany 3PL Transportation $401,225 740 S. Powerline Rd Ste F Deerfield Beach, FL 33442 Scott Decubellis Tel: 954-567-1700 Ext. 101 Fax: 954-486-5886 Email: sd@tuscany3pl.com 10. Leftbank Art Merchandising $384,318 14821 Artesia Blvd. La Miranda, CA 90638 Tel: 562-623-9328 Fax: 562-623-9369 11. Corra Technology Inc. Professional $281,470 363 Bloomfield Avenue Services Montclair, NJ 07042 Tel: 212-268-4500 12. Coyote Logistics LLC Transportation $226,192 2545 West Diversey Avenue 3rd Floor Chicago, IL 60647 Maggie Neill Tel: 773-365-6021 Fax: 847-295-2828 Email: maggie.neill@coyote.com 13. Dallimore & Co. Inc. Professional $225,000 160 Mercer Street, Floor 2 Services New York, NY 10012 Tel: 212-503-0101 14. LSC Communications US LLC Professional $213,279 Keith Kantor Services 35 West Wacker Drive Chicago, IL 60601 Tel: 312-326-8000 Fax: 312-326-8594 Email: keith.e.kantor@lsccom.com 15. FacilitySource LLC Professional $201,080 200 East Campus View Boulevard Services Suite 301 Columbus, OH 43235 Tel: 614-318-1816 Fax: 614-318-1701 16. Feizy Rugs Merchandising $200,164 13800 Diplomat Drive Dallas, TX 75234-8812 Tel: 214-747-6000 Fax: 214-760-0521 17. Terreno 139th LLC Landlord $198,046 101 Montgomery Street San Francisco, CA 94104 Tel: 310-363-4813 Fax: 415-655-4599 18. XPO Logistics Transportation $171,968 8283 North Hayden Road Hayden Corporate Center, Suite 220 Scottsdale, AZ 85258 Scott Matasar Tel: 720-457-6458 Fax: 888-890-3874 Email: Scott.Matasar@xpo.com 19. Midland Paper Company Professional $167,898 101 East Palatine Road Services Wheeling, IL 60090 Aaron Taub Tel: 847-777-2856 Fax: 847-403-6320 Email: aaron.taub@midlandpaper.com 20. Custom Global Logistics Transportation $166,827 317 West Lake Street Northlake, IL 60164 Ben Dennis Tel: 310-221-3921 Fax: 708-338-9033 Email: bdennis@customco.com 21. Classic Concepts Inc. Merchandising $166,537 4505 Bandini Boulevard Vernon, CA 90058 Tel: 323-266-8993 Fax: 323-266-8995 22. Landsberg Co. Professional $165,860 1388 San Mateo Avenue Services South San Francisco, CA 94080 Tel: 650-871-3788 Fax: 650-871-3781 23. Peking Handicraft Inc. Merchandising $145,808 1388 San Mateo Avenue SO San Francisco, CA 94080 Tel: 650-871-3717 Ext. x370 Fax: 650-871-3781 24.Mircoexcel Inc. Professional $129,584 400 Plaza Drive, 1st FL Services Secaucus, NJ 07096 Tel: 847-849-3159 Fax: 201-221-7825 25. Spencer N. Enterprises Inc. Merchandising $115,494 10810 Saint Louis Drive El Monte, CA 91731 Tel: 626-448-0374 Fax: 626-448-1153 26. Facebook Inc. Professional $114,458 Bryn Melanson Services 1 Hacker Way Menlo Park, CA 94025 Tel: 650-543-4800 Fax: 650-543-4801 Email: brynmelanson@fb.com 27. Elite Delivery Transportation $113,731 4935 Industrial Way Benecia, CA 94510 Roger Ibsen Tel: 707-745-4000 Fax: 707-747-4711 Email: roger@elitedelivery.net 28. Sovos Compliance LLC Professional $104,280 200 Ballardvalle Street, Services 4th Floor Wilmington, MA 01887 Tel: 866-890-3970 29. PeopleReady Inc. Professional $98,786 1015 A Street Services Tacoma, WA 98402 Tel: 626-440-8225 Fax: 877-733-0399 30. Accurate Personnel LLC Professional $98,462 33 S. Roselle Road Services Schaumbug, IL 60193 Tel: 847-310-9100 Fax: 847-310-9284 31. Listrak Inc. Professional $95,750 100 W. Millport Road Services Lititz, PA 17543 Katherine Brown and Ross Kramer Tel: 717-627-4528 Fax: 717-627-6087 Email: katherine.brown@listrak.com; ross.kramer@listrak.com 32. Conway Mackenzie Professional $91,862 77 West Wacker Dr Ste 4000 Services Chicago, IL 60601 Tel: 312-220-0100 Fax: 248-433-3143 33. Kierland Greenway LLC Landlord $88,680 15202 N. Kierland, Suite 150 Scottsdale, AZ 85254 Tel: 480-348-1577 34. Duke Realty LP Landlord $88,443 600 East 96th Street, Suite 100 Indianapolis, IN 46240 Tel: 317-808-6000 Fax: 317-808-6650 35. Arent Fox LLP Professional $88,116 555 West Fifth Street, Services 48th Floor Los Angeles, CA 90013 Tel: 213-629-7400 Fax: 213-629-7401 36. 4th Street Holdings LLC Landlord $87,426 c/o Bond Retail 5 Third Street, Ste 1225 San Francisco, CA 94103 Tel: 415-646-0007 37. Metropolitan Telecommunications Professional $82,652 101 Crawfords Corner Rd Services Homdel NJ 07733 Sandra Binetti Tel: (212) 607-2000 Fax: (212) 701-8388 Email: sbinetti@mettel.net 38. KD Knox Street Village Holdco Landlord $82,272 1209 Orange Street Corporation Trust Center Wilmington, DE 19801 Tel: 214-572-8426 39. Highland Village Ltd. Ptshp Landlord $82,007 4055 Westheimer Rd Houston, TX 77027 Haidar Barbouti Tel: (713) 850-3100 40. Lockton Insurance Brokers LLC Professional $80,918 725 South Figueroa, 35th Floor Services Los Angeles, California 90017 United States Kristen Darling Tel: 213-689-2357 Fax: 213-689-0550 Email: krdarling@lockton.com 41. CAF Law Group Professional $78,555 8444 Wiilshireblvd. Services 8th Floor Beverly Hills, CA 90211 Tel: 323-202-2200 Fax: 323-218-8686 42. Pinterest Inc. Professional $75,815 808 Brannan Street Services San Francisco, CA 94103-4904 Meaghan Haire Tel: 650-308-4604 Fax: 415-762-7101 Email: meaghan@pinterest.com 43. Sada Systems Inc. Professional $75,000 5250 Lankershim Blvd. Ste 620 Services N Hollywood, CA 91601 Tel: 818-697-6926 Fax: 818-766-090 44. Sun Delivery LLC Transportation $74,388 13 Stanley Ave Thomasville, NC 27360 Tel: 336-472-5000 Fax: 336-472-5189 45. MCG Logistics Professional $73,334 23456 Madero, Ste 100 Services Mission Viejo, CA 92691 James Manning Tel: 949-699-0690 Ext. 211 Fax: 949-625-9001 Email: jmanning@mcglogistics.com 46. UE Patson Mt. Diablo A LP Landlord $71,451 c/o Urban Edge Properties 210 Route 4 East Paramus, NJ 07652 Tel: 201-571-3500 47. Retailnext Inc. Professional $69,411 60 S. Market Street Services 10th Floor San Jose, CA 95113 Tel: 408-884-2162 Fax: 408-884-2162 48. Ernst & Young US LLP Professional $66,950 725 South Figueroa Street, Suite 500 Services Los Angeles, CA 90017 Michael A. Hackler Tel: 213-977-3200 Fax: 855-873-5329 Email: michael.hackler@ey.com 49. Select Staffing Professional $65,852 3820 State St (N. La Cumbre Rd.) Services Santa Barbara, CA 93105 United States Tel: (805) 822-2200 Fax: 805-898-7111 50. South Coast Plaza Landlord $64,433 3333 Bristol Street Costa Mesa, CA 92626 Tel: 714-641-5820 Fax: 714-641-2858 ZAYO GROUP: S&P Places 'B+' Issuer Credit Rating on Watch Negative ------------------------------------------------------------------ S&P Global Ratings on March 7 placed its 'B+' issuer credit rating on U.S.–based fiber infrastructure and colocation provider Zayo Group LLC on CreditWatch with negative implications. The CreditWatch placement follows Zayo's announcement that management is evaluating strategic alternatives following the postponement of its Analyst Day, scheduled for March 14, 2019. A take-private transaction by a financial sponsor could result in leverage rising above 6.5x, the trigger for the rating. However, adjusted debt to EBITDA leverage, 4.7x as of Dec. 31, 2018, is at the lower end of the ratings threshold. S&P intends to resolve the CreditWatch in the coming months as more information becomes available. At this point, the outcome of the strategic review is uncertain, although S&P believes it is more likely that Zayo's leverage will increase. If a transaction results in leverage above 6.5x, S&P would likely lower the rating by at least one notch. ********* 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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***