/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190510.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 10, 2019, Vol. 23, No. 129 Headlines 2045 E. HIGHLAND: Seeks to Hire Ure Law Firm as Counsel 2671 CENTERVILLE: $1.55M Sale of Snellville Property Approved 592 EVP LOMBARD: Taps St. James Law as Legal Counsel 870 MIDDLE ISLAND: Seeks to Hire Grodsky Caporrino as Accountant ACHAOGEN INC: Seeks to Hire Hogan Lovells as Legal Counsel ACHAOGEN INC: Seeks to Hire Kurtzman as Administrative Advisor ACHAOGEN INC: Seeks to Hire Meru, Appoint CRO ACHAOGEN INC: Seeks to Hire Morris Nichols as Co-Counsel ADVANCED PATIENT: Taps SC&H Group as Tax Accountant AMERICAN PARKING: Hires Carrasquillo as Financial Consultant AMY CAPPELLO-STELLWAGEN: $915K Sale of Mamaroneck Poperty Approved ANDEAVOR LOGISTICS: Moody's Raises Preferred Stock Rating to Ba2 ARCHBISHOP OF AGANA: Taps LegalWorks Apostolate as Special Counsel ARCHBISHOP OF AGANA: Taps Pacific Human as HR Consultant AUCTION.COM LLC: Moody's Alters Outlook on B3 CFR to Positive B & D ENTERPRISES: Banco Popular Bid to Transfer Property Nixed BANGY TAXICAB: May 22 Hearing on Plan Outline Set BLACKWATER TECHNOLOGIES: Hires MJCO LLC as Accountant BLUE DIAMOND: Aug. 1 Plan Confirmation Hearing BRANDYWINE TRUST: Seeks to Hire Wolf Rifkin as Legal Counsel BUTLER SPECIALTIES: Court Official Unable to Appoint Committee C3 VENTURES: U.S. Trustee Unable to Appoint Committee CAH ACQUISITION: Ch. 11 Proceeding Transferred to North Carolina CARGO WORKSHOP: Hires Morrison Tenenbaum as Counsel CARUGATI CONSTRUCTION: Sale of Texas Property to Fund Proposed Plan CCELERATING MINISTRIES: Taps Michael Jay Berger as Legal Counsel CLEAR WATER: June 6 Plan Confirmation Hearing CLEMENT NWOSU: $850K Private Sale of Macon Property to Patel Okayed COLORADO WICH: July 24 Hearing on Disclosure Statement CORFISH CREATIVE: Gets Court Approval to Hire Accountant CREDIAUTOUSA FINANCIAL: Seeks to Hire Bonilla Accounting Firm CRESTVIEW 3 HOLDINGS: U.S. Trustee Unable to Appoint Committee CRS CAPITAL: U.S. Trustee Unable to Appoint Committee DAVID SHARP: $425K Sale of Miramar Beach Property to Gibbs Approved DCP MIDSTREAM: Moody's Rates Proposed $500MM Senior Notes 'Ba2' DCP MIDSTREAM: S&P Raises ICR to 'BB+'; Outlook Stable DIAGNOSTIC CENTER: Unsecureds to be Paid from Equity Contribution DITECH HOLDING: Certain Borrower Claims Will Not Be Discharged DSN INC: U.S. Trustee Removes Pike Pig Systems as Committee Member ERNEST VICKNAIR: DA's $43K Sale of Hamilton Interest Approved EVERGREEN STABLES: $27K Sale of 2014 GMC Yukon Denali Approved EVP 456 VALLEJO: Taps St. James Law as Legal Counsel GALAFORO CONSTRUCTION: Seeks to Hire Vidal Law as Counsel GET HOOKED CHARTERS: U.S. Trustee Unable to Appoint Committee GOLD COAST: Equity Interest Holders Added in 2nd Amended Plan HINES POINT: Taps Carmichael & Powell as Legal Counsel HOOK LINE: Latest Plan Includes Global Settlement Among Owners IAC/INTERACTIVECORP: S&P Ups ICR to BB+ on Improved Credit Metrics JAMES CANDY: Union Online Auction of Surplus Equipment Proposed JOHN COBLE: Harmons Buying Delphi Property for $309K JOHN WILEY BRYANT: Court Overrules Objection to Bosco Credit Claim JONES ENERGY: Seeks to Hire Evercore Group as Investment Banker KING'S MOUNTAIN: Obtains Conditional Approval of Plan Disclosures KONA GRILL: May 16 Meeting Set to Form Creditors' Panel LIGHTFOOT FAMILY: Sets Sales Procedures for Charles Assets LIQUI-BOX HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable MABVAX THERAPEUTICS: BioNTech Research Buying All Business Assets MAC CHURCHILL: Release, Injunction Provisions Added in Latest Plan MANUEL BABILONIA: Has No Obligation to Tender Properties to BPPR MCMAHAN-CLEMIS INSTITUTE: June 19 Plan Confirmation Hearing MOUNTAIN DUE: June 17 Plan Confirmation Hearing NORTHERN BOULEVARD: Selling All Assets to Respect Auto for $800K NORVIEW BUILDERS: $950K Sale of Plainfield Property to NWB Approved OMNIA PARTNERS: S&P Affirms 'B' ICR on Dividend Recap PEARL CITY GARAGE: Auction of Waste Water Anodizing Line Proposed PERILLON SOFTWARE: Lisam Buying All Business Assets for $5 Million PERSONAL AUTOMOTIVE: Mendez Buying All Assets for $1.1 Million PINNACLE OPERATING: S&P Cuts ICR to CCC on Increased Liquidity Risk PROMISE HEALTHCARE: $2M Sale of Equipment to Select Consummated RED VENTURES: S&P Raises Sr. Sec. Credit Facility Rating to 'BB-' REGDALIN PROPERTIES: Trustee Selling Hollywood Property for $915K RELIANCE INTERMEDIATE: DBRS Confirms BB Issuer & Sr. Notes Rating RENAISSANCE HEALTH: U.S. Trustee Unable to Appoint Committee SENECA FISHERIES: June 19 Plan Confirmation Hearing SHOPFACTORYDIRECT INC: U.S. Trustee Unable to Appoint Committee SISTERS HOME: Taps Collins Vella as Legal Counsel STAR MOUNTAIN: July 1 Confirmation Hearing on Committee Plan SUNPLAY POOLS: Seeks Court Approval of Proposed Plan Outline TAILWIND SMITH: S&P Assigns B Issuer Credit Rating; Outlook Stable TALEN ENERGY: Moody's Cuts Sr. Secured Debt to Ba3, Outlook Stable TCMA TRUCKING: U.S. Trustee Unable to Appoint Committee TROP INC: $22.5K Purchase of Pony Tail's Personal Property Approved UNIVERSITY PHYSICIAN: May 17 Auction of Personal Property Set VERIFONE SYSTEMS: S&P Affirms 'B' ICR; Outlook Stable VISUAL HEALTH: Taps Wadsworth Garber as New Counsel WAGGONER CATTLE: To Pay Bugtussle Monthly Lease Payment of $38,500 WAYPOINT LEASING: Unsecureds to Recover Nothing Under Latest Plan WBY INC: Taps Taylor English as New Legal Counsel WITTER HARVESTING: Seeks to Hire Auction America as Appraiser WITTER HARVESTING: U.S. Trustee Unable to Appoint Committee WJA ASSET: PMB Files Solicitation Version of Plan, Disclosures Z GALLERIE: June 11 Plan Confirmation Hearing [^] BOOK REVIEW: Macy's for Sale ********* 2045 E. HIGHLAND: Seeks to Hire Ure Law Firm as Counsel ------------------------------------------------------- 2045 E. Highland, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Ure Law Firm, as counsel to the Debtor. 2045 E. Highland requires Ure Law Firm to: (a) advise the Debtor regarding matters of bankruptcy law and concerning the requirement of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of this case, and the operation of the Debtor's estate as a debtor in possession; (b) represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; (c) assist in compliance with the requirements of the Office of the U.S. Trustee; (d) provide the Debtor legal advice and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; (e) assist the Debtor in the administration of the estate's assets and liabilities; (f) prepare necessary applications, answers, motions, orders, reports and other legal documents on behalf of the Debtor; (g) assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; (h) provide advice, as counsel, concerning the claims of secured and unsecured creditors, prosecution and defense of all actions; and (i) prepare, negotiate, prosecute and attain confirmation of a plan of reorganization. Ure Law Firm will be paid at these hourly rates: Attorneys $450 Paralegals $95 Prior to the chapter 11 petition date, Ure Law Firm received $26,717 from the Debtor. As of the Petition Date, $15,505 of the retainer funds remains unexhausted. Ure Law Firm will receive an additional $5,000 from the Debtor to be placed in trust pending approval of fees and costs. Ure Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas B. Ure, a partner of Ure Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ure Law Firm can be reached at: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6 Street, Suite 940 Los Angeles, CA 90017 Tel: (213) 202-6070 Fax: (213) 202-6075 E-mail: tom@urelawfirm.com About 2045 E. Highland 2045 E Highland, LLC, owns a tire and auto service shop in San Juan Capistrano, California. 2045 E Highland, based in San Juan Capistrano, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11458) on April 19, 2019. In the petition signed by Javier Salas, president, the Debtor disclosed $1,747,600 in assets and $3,367,198 in liabilities. The Hon. Theodor Albert oversees the case. Thomas B. Ure, Esq., at Ure Law Firm, serves as bankruptcy counsel to the Debtor. 2671 CENTERVILLE: $1.55M Sale of Snellville Property Approved ------------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized 2671 Centerville Hwy, LLC's sale of the real property commonly known as 2671 Centerville Highway, Snellville, Georgia to Devitrie Ramjhattan and Rohit Ramjhattan for $1.55 million. The Auction was conducted on Feb. 27, 2019. Shopes at Centerville Highway, LLC agreed to be a Back Up bidder in the amount of $462,000 plus satisfaction of all Shopes' claims. The Shopes Back Up Offer is approved as a back-up offer on the terms and conditions of the PSA. The sale is free and clear of all liens, claims, encumbrances, and interests. The Court approves the Second Ramjhattan Offer on the same terms and conditions of the PSA submitted previously by the Ramjhattans with the following changes and subject to the provisions of the Order: a. Paragraph 1(C) Key Terms (Purchase Price): The amount will be $1.55 million (which equals the Buyer's offer price of $1,476,195 plus a Ten-X Transaction Fee of $73,805). b. Paragraph 1(D) Key Terms (Earnest Money Deposit): The amount will be increased to $155,000 payable upon entry of the Order. c. Paragraph 1(F) Key Terms (Closing Date): The Closing to occur four business days after the entry of the Order is final and non-appealable; provided, however, that in the event that the Closing cannot timely occur due to events outside the reasonable control of the parties, the Closing Date may be extended up to 45 days by express agreement of the Debtor and the Ramjhattans. The Court may extend the closing date. d. Paragraph 6(8): Closing Agent will pay Franklin Street Real Estate Services, LLC a commission equal to the greater of 547,976 or 325% of the Buyer's Offer Price. On April 26, 2019, the Debtor will file a Motion to assume and assign the existing leases. The Order is not conditioned upon entry of an Order Approving the Debtor's Assumption and Assignment of the existing leases to Ramjhattan. The Ramajhattans may withdraw the Second Ramjhattan Offer without penalty and receive a full refund of the Earnest Money Deposit if the Court does not enter an Order assuming and assigning the leases of the existing tenants to the Ramjhattans by May 8, 2019. The Debtor and the Ramjhattans will close the sale of the Real Property as soon as possible, but in no event later than four business days after the Order is final and non-appealable. In the event the closing of the Second Ramjhattan Offer does not occur as set forth and the Closing Date is not extended, the Debtor will send written notice to the Ramjhattans and their bankruptcy counsel of the failure to close, the termination of the PSA, and Debtor's intent to close the Shopes Back Up Offer with a copy to Shopes and its bankruptcy counsel. The Shopes Back Up Offer shall close no later than five days after the Notice is e-mailed. Upon Closing, all liens, claims, encumbrances, and interests on the Real Property will be deemed divested, released and terminated. In addition to satisfying the Closing Instructions set forth in the PSA and other obligations in the PSA, the Closing Agent will pay at Closing (i) all outstanding real estate taxes, including any prorated amounts due for the current tax year; (ii) all Closing Costs including, without limitation, Buyer's Premium and Listing Broker's commission. At Closing, Shopes will cancel any and all security deeds and other lien instruments affecting the Real Property and any other of Debtor's property securing Shopes' debt. The parties announced at the hearing, with their clients present that the provisions of Rule 6004(h) are waived and upon entry of the Order, it will be immediately deemed to be a final order. Shopes has subsequently instructed its counsel not to consent to the order, but, the Court finds good cause exists to waive the provisions of Rule 6004(h) and deems the Order a final order. The parties announced at the hearing with their clients present that Shopes and the Ramjhattans irrevocably and expressly waive any right to appeal or otherwise stay the Order. Shopes has subsequently instructed its counsel not to consent to the Order. A copy of the PSA attached to the Order is available for free at: http://bankrupt.com/misc/2671_CENTERVILLE_110_Order.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. 592 EVP LOMBARD: Taps St. James Law as Legal Counsel ---------------------------------------------------- 592 EVP Lombard LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to hire St. James Law, P.C., as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization; participate in negotiations regarding the restructuring or satisfaction of its secured debts; administer claims filed against the Debtor; and provide other legal services in connection with its Chapter 11 case. Michael St. James, Esq., the attorney who will be handling the case, charges an hourly fee of $625. St. James Law received a retainer of $10,000, of which $2,607 was used to pay the filing fee and the firm's pre-bankruptcy services. The firm neither holds nor represents any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Michael St. James, Esq. St. James Law, P.C. 155 Montgomery Street, Suite 1004 San Francisco, CA 94104 Phone: (415) 391-7566 Fax: (415) 391-7568 Email: michael@stjames-law.com About 592 EVP Lombard 592 EVP Lombard LLC, a real estate company in Concord, Cal., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-30391) on April 10, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Dennis Montali. 870 MIDDLE ISLAND: Seeks to Hire Grodsky Caporrino as Accountant ---------------------------------------------------------------- 870 Middle Island Produce Corp. and 379 Horseblock Produce Corp. filed applications seeking approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Grodsky, Caporrino & Kaufman, LLP as their accountant. The firm will assist the Debtors in the preparation of tax returns and operating reports and will provide other accounting services necessary to administer their bankruptcy estates. The firm's hourly rates are: Partner $350 Accounting Staff $90 - $250 Support Staff $65 - $85 Grodsky is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Anthony Caporrino Grodsky, Caporrino & Kaufman, LLP 300 Jericho Quadrangle Jericho, NY 11753 Phone: (516) 829-5559, Extension 102 Email: acaporrino@gckcpa.com About 870 Middle Island and 379 Horseblock 870 Middle Island Produce Corp. operates a supermarket at 868 Middle Country Road, Middle Island, New York. Affiliate 379 Horseblock Produce Corp. operates a supermarket at 379 Horseblock Road, Farmingville, New York. 870 Middle Island Produce Corp. and 379 Horseblock Produce Corp. filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. Case Nos. 19-71008 and 19-71009) on Feb. 11, 2019. In the petitions signed by David Corona, president, each of the Debtors estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Case No. 19-71008 is assigned to Judge Alan S. Trust while Case No. 19-71009 is assigned to Judge Robert E. Grossman. The Debtors tapped Marc A. Pergament, Esq., at Weinberg Gross & Pergament LLP, as counsel. ACHAOGEN INC: Seeks to Hire Hogan Lovells as Legal Counsel ---------------------------------------------------------- Achaogen, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hogan Lovells US LLP as its legal counsel. The firm will provide these services: (a) advise the Debtor of its rights, powers and duties in the operation and management of its business and property; (b) review the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; (c) advise the Debtor of its ability to initiate actions to collect and recover property; (d) assist the Debtor in connection with any asset dispositions; (e) represent the Debtor with respect to employment-related issues; (f) negotiate with debt holders and other stakeholders of the Debtor; (g) advise the Debtor concerning the assumption, assignment and rejection of executory contracts and unexpired leases; (h) assist in the formulation, negotiation and implementation of a plan of reorganization and related transactional documents; (i) review, estimate and help resolve claims asserted against the Debtor's estate; (j) commence litigation that is necessary to assert rights held by the Debtor, protect assets of its estate or further the goal of completing its reorganization; and (k) provide non-restructuring services, including advice related to corporate governance. The firm's hourly rates are: Partner $735 - $1,450 Associate/Counsel $445 - $995 Paralegal/Legal Support $265 - $465 Hogan Lovells received advance fees in the total amount of $1.75 million. Richard Wynne III, Esq., a partner at Hogan Lovells, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Wynne disclosed that the firm's proposed hourly rates are consistent with the rates that it charges other comparable Chapter 11 clients, and the rate structure provided by the firm is not significantly different from the rates that it charges in other non-bankruptcy representations or the rates of other comparably skilled professionals for similar engagement. Mr. Wynne also disclosed that no Hogan Lovells professional has varied his rate based on the geographic location of the Debtor's bankruptcy case, that the firm has not varied its prevailing rates after the petition date, and that the firm represented the Debtor in the 12 months prior to its bankruptcy filing. The court has approved a budget on an interim basis for Hogan Lovells' employment for the post-petition period, according to Mr. Wynne. Hogan Lovells can be reached through: John Douglas Beck, Esq. Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 Tel: 212-918-3076 Fax: 212-918-3100 Email: john.beck@hoganlovells.com - and - Erin N. Brady, Esq. Hogan Lovells US LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Tel: 310-785-4600 Fax: 310-785-4601 Email: enbrady@jonesday.com - and - Christopher R. Bryant, Esq. Hogan Lovells US LLP 875 Third Avenue New York City, NY 10022 Tel: 212-918-3000 Email: christopher.bryant@hoganlovells.com - and - Richard L. Wynne, Esq. Hogan Lovells US LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Tel: 310-785-4600 Fax: 310-785-4601 Email: richard.wynne@hoganlovells.com About Achaogen South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91,607,000 and liabilities of $119,956,000 as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. ACHAOGEN INC: Seeks to Hire Kurtzman as Administrative Advisor -------------------------------------------------------------- Achaogen, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kurtzman Carson Consultants LLC as its administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting, tabulation and calculation of votes in connection with the Debtor's Chapter 11 plan, and the preparation of reports in support of the plan. Prior to its bankruptcy filing, the Debtor provided the firm a retainer in the amount of $35,000. Robert Jordan, managing director of Kurtzman's Corporate Restructuring Services, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Jordan Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 About Achaogen South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91,607,000 and liabilities of $119,956,000 as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. ACHAOGEN INC: Seeks to Hire Meru, Appoint CRO --------------------------------------------- Achaogen, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Meru, LLC and appoint Nicholas Campbell, the firm's managing partner, as chief restructuring officer. Mr. Campbell and his firm will provide these services: (a) assist the Debtor in the preparation of financial reporting and other documents required by the bankruptcy court; (b) manage the Debtor's restructuring process; (c) advise the board of directors on restructuring-related matters; (d) develop, implement and oversee cash management strategies, tactics and processes; (e) identify and execute upon additional cost reduction and operational improvement opportunities; and (f) oversee communications or negotiations with outside stakeholders, including lenders, customers, suppliers and employees. The firm's hourly rates are: Partner/Managing Partner $575 - $700 Senior Director/Principal $450 - $575 Vice President/Director $325 - $450 Analyst/Associate $200 - $325 The professionals who will be providing the services are: Nicholas Campbell $575 Samir Saleem $425 Mihai Cirstea $325 Meru received an initial retainer of $250,000 prior to the Debtor's bankruptcy filing. Mr. Campbell disclosed in court filings that his firm does not hold any interest adverse to the Debtor's estate. The firm can be reached through: Nicholas K. Campbell Meru, LLC 1372 Peachtree Street Atlanta, GA 30309 About Achaogen South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91,607,000 and liabilities of $119,956,000 as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. ACHAOGEN INC: Seeks to Hire Morris Nichols as Co-Counsel -------------------------------------------------------- Achaogen, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Morris, Nichols, Arsht & Tunnell LLP nunc pro tunc to the petition date. Morris will serve as bankruptcy co-counsel with Hogan Lovells US LLP, the other firm handling the Debtor's Chapter 11 case. The firm's hourly rates are: Partners $675 – $1,100 Associates/Special Counsel $425 – $695 Paraprofessionals $285 – $330 Case Clerks $165 The firm received advance fees in the total amount of $145,000. Derek Abbott, Esq., a partner at Morris, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Abbott disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtor, and that no Morris professional has varied his rate based on the geographic location of the Debtor's bankruptcy case. The attorney also disclosed that Morris Nichols was hired by the Debtor in connection with the case pursuant to an engagement agreement dated April 1, 2019, and that the material terms of the prebankruptcy agreement are the same as the terms currently proposed by the Debtor. The court has approved a budget on an interim basis for Morris' employment for the postpetition period, according to Mr. Abbott. Morris can be reached through: Derek C. Abbott, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market Street, 16th Floor Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: dabbott@mnat.com - and - Paige Noelle Topper, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19801 Tel: 302-658-9200 Fax: 302-658-3989 E-mail: ptopper@mnat.com About Achaogen South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91,607,000 and liabilities of $119,956,000 as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. ADVANCED PATIENT: Taps SC&H Group as Tax Accountant --------------------------------------------------- Advanced Patient Advocacy, LLC, received approval from the U.S. Bankruptcy Court for the District of Maryland to hire SC&H Group, Inc., as its tax accountant. SC&H will prepare the Debtor's consolidated financial statements for the year ending December 31, 2018 for a fee of $2,200. The firm will also prepare the Debtor's federal and state corporate income tax returns along with composite tax returns for the year ending December 31, 2018, and will charge $19,500 for its services. SC&H was paid $28,533.75 for the pre-bankruptcy services it provided to the Debtor and for work-related expenses incurred during the one year prior to the petition date. SC&H is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Lori Burghauser SC&H Group, Inc. 910 Ridgebrook Rd. Sparks, MD 21152 Phone: 410-403-1500 / 888-235-6448 Email: lburghauser@schgroup.com About Advanced Patient Advocacy Founded in 2000, Advanced Patient Advocacy -- https://www.aparesults.com/ -- offers an integrated portfolio of services that solves complex uncompensated care challenges. The Company provides comprehensive enrollment and eligibility services improving alignment of coverage options to patient needs; multidisciplinary service delivery to recover motor vehicle accident, workers' compensation, and other third-party liability claims; and specialized advocacy services to help patients qualify for Supplemental Security Income (SSI) or Social Security Disability Income (SSDI) benefits; workflow alignment for A/R system conversions, small-balance follow-up, In-State and Out-of-State Medicaid, and Veterans Administration accounts receivables. Advanced Patient Advocacy, LLC, d/b/a A.P.A., LLC, filed a Chapter 11 petition (Bankr. Case No. 19-12774) on March 4, 2019. In the petition signed by CEO Kevin A. Groner, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, is the Debtor's counsel. AMERICAN PARKING: Hires Carrasquillo as Financial Consultant ------------------------------------------------------------ American Parking System, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ CPA Luis R. Carrasquillo & Co., P.S.C., as financial advisor to the Debtor. American Parking requires Carrasquillo to: a. assist in obtaining the necessary data for the preparation of Voluntary Chapter 11 Bankruptcy Petitions; b. assist in obtaining the necessary financial information to complete the Chapter 11 Schedules and Statement of Financial Affairs; c. assist in the preparation of all financial data to be presented to the U.S. Trustee Office within the first 15 days after the filing. This data will be used for the Initial Debtor's Interview and the 11 U.S.C. Section 341 Meeting of Creditors; d. prepare financial projections and cash flows statements together with Accountants' Compilation Report therein; e. prepare Liquidation Analysis for the Bankruptcy Court along with its related Notes and Accountants' Report. This may include a valuation of the reorganized business on a distressed scenario and after the reorganization; f. assist the Debtors' Counsels in the preparation of the Plan of Reorganization, Disclosure Statement, and all the related documents for the Bankruptcy Court; g. assist the Debtors' Counsels in the efforts to restructure banks debts, obtain new financing sources, and any Debtor-In-Possession or post-petition financing; and h. litigate support as specialized financial witness. Assist the Debtors' Counsels in any litigation that may arise during the course of the reorganization that may require financial and accounting testimony and litigation support. Carrasquillo will be paid at these hourly rates: Partners $175 Senior Accountant $85-$125 Staffs $45 Carrasquillo will be paid a retainer in the amount of $15,000. Carrasquillo will also be reimbursed for reasonable out-of-pocket expenses incurred. Luis R. Carrasquillo, a partner at CPA Luis R. Carrasquillo & Co., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carrasquillo can be reached at: Luis R. Carrasquillo CPA LUIS R. CARRASQUILLO & CO., P.S.C. 28th Street, TI-26 Caguas, PR 00725 Tel: (787) 746-4555 Fax: (787) 746-4564 E-mail: luis@cpacarrasquillo.com About American Parking System Headquartered in San Juan, Puerto Rico, American Parking System owns and manages parking lots. The Company previously sought bankruptcy protection (Bankr. D.P.R. Case No. 16-02761) on April 8, 2016. American Parking System, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-02243) on April 24, 2019. In the petition signed by Miguel A. Cabral Veras, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves as bankruptcy counsel to the Debtor. AMY CAPPELLO-STELLWAGEN: $915K Sale of Mamaroneck Poperty Approved ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Amy Cappello-Stellwagen's sale of the real property located at 429 Beach Avenue, Mamaroneck, New York to Raymond P. Russell and Hatire Aikebaier for $914,500. The sale is free and clear of all liens, claims, interests, and encumbrances, with all Liens and Claims to attach to any Sale proceeds. The closing of the sale, the Debtor is authorized to pay from the Sale proceeds, the reasonable, ordinary and customary closing costs (including the Broker's 5% commission and legal fees directly related to the sale not to exceed $10,000), transfer taxes and reasonable title charges. After making the foregoing payments, at the closing of the Sale the Debtor is authorized and directed to pay, from the remaining available Sale proceeds, to the extent of the proceeds, any undisputed debt secured by a valid, perfected and enforceable lien on the Property, in the order of priority of such liens, and in the event any such amount or lien is disputed in good faith (or in the event that such creditor does not timely provide instructions for payment), the Debtor will place such disputed amount of the Sale proceeds to be held in escrow subject to further order of the Court or resolution by the parties (and such escrow will be deemed payment for purposes of title insurance) Within 10 days after the closing of the Sale, the counsel for the Debtor will file a closing statement with the Court and serve a copy on the Office of the United States Trustee. The 14-day stay of the Order under Fed. R. Bankr. P. 6004(h) is waived, for cause, and the Order is effective immediately upon its entry. Amy Cappello-Stellwagen sought Chapter 11 protection (Bankr. S.D. N.Y. Case No. 19-22734) on April 2, 2019. The Debtor tapped H. Bruce Bronson, Jr., Esq., at Bronson Law Offices, P.C., as counsel. ANDEAVOR LOGISTICS: Moody's Raises Preferred Stock Rating to Ba2 ---------------------------------------------------------------- Moody's Investors Service upgraded MPLX LP's senior unsecured debt rating to Baa2 from Baa3. The outlook is stable. At the same time, Moody's upgraded the ratings of Andeavor Logistics LP including its senior unsecured debt to Baa3 from Ba1, and its preferred equity to Ba2 from Ba3. Moody's also withdrew ANDX's Ba1 Corporate Family Rating, its Ba1-PD Probability of Default Rating and its SGL-3 Speculative Grade Liquidity rating. ANDX remains on review for upgrade where ANDX was initially placed on April 30, 2018. On May 8, 2019, MPLX announced that it had agreed to acquire ANDX in an all units-for-units transaction valued at approximately $14 billion, including debt assumption and ANDX's $600 million preferred units. The acquisition is expected to close in the second half of 2019, at which point Moody's would conclude its review of ANDX with a likely upgrade to Baa2. Marathon Petroleum Corporation (MPC, Baa2 stable) holds the general partnership in MPLX, and in ANDX, the result of having acquired ANDX's general partner Andeavor in October 2018, and holds 64% of the combined entities' common units. MPC's ratings and outlook are unaffected by the transaction. "The combination of MPLX and ANDX under a common general partner enhances MPLX's already considerable scale, cash flow stability and earnings diversification," commented Andrew Brooks, Moody's Vice President. "Moreover, credit metrics are projected to remain sound with leverage maintained under 4.5x and distribution coverage gaining strength." Upgrades: Issuer: MPLX LP Senior Unsecured Shelf, Upgraded to (P)Baa2 from (P)Baa3 Senior Unsecured Notes, Upgraded to Baa2 from Baa3 Issuer: Andeavor Logistics LP Pref. Stock Preferred Stock, Upgraded to Ba2 (LGD6) from Ba3 (LGD6); Remains Under Review for Upgrade Senior Unsecured Notes, Upgraded to Baa3 from Ba1 (LGD4); Remains Under Review for Upgrade Outlook Actions: Issuer: MPLX LP Outlook, Remains Stable Issuer: Andeavor Logistics LP Outlook, Remains Under Review Withdrawals: Issuer: Andeavor Logistics LP Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Corporate Family Rating (Local Currency), Withdrawn, previously rated Ba1 RATINGS RATIONALE MPLX functions as the principal vehicle for the expansion of MPC's midstream asset footprint. Its Baa2 rating reflects the significant portion of its Logistics and Storage asset base that is highly integrated with MPC's refining system, and is supported through contracts with MPC. Through its MarkWest subsidiary, MPLX is one of the nation's largest gatherers and processors of natural gas, and is the largest midstream operator in the Marcellus and Utica Shale, with a growing presence in the US southwest. MPLX's G&P net operating margin is substantially supported by fee-based contractual arrangements, limiting its exposure to commodity price volatility, and supplementing the stable, fee-based earnings stream generated by the Logistics and Storage segment. Augmented by asset dropdowns from MPC, 2018's EBITDA increased over 70% from 2017 to $3.5 billion. MPLX has guided 2019's EBITDA at $3.9 billion. Further supporting MPLX's rating is the strength of its stand-alone financial profile. Its target leverage metric is around 4x debt to EBITDA, which the company has largely maintained; reflecting Moody's standard adjustments, 2018's leverage was 4.5x. Distribution coverage was a solid 1.46x. In early 2018, MPC exchanged its general partner Incentive Distribution Rights in MPLX for newly issued MPLX common units. This simplification relieved MPLX of its IDR burden, reduced its cost of equity capital and enhanced organizational transparency. MPC has used cash proceeds received from MPLX over a series of asset dropdowns to augment its funding of an aggressive share repurchase program ($13.1 billion over the period 2012-2018), in effect using MPLX's balance sheet as a further source of funds for share buybacks. Implicit in MPLX's Baa2 rating is the assumption that the company does not deviate from its stated leverage target, nor does MPC overuse MPLX's balance sheet as a source of funding for share repurchases. To the extent MPLX's growth rate eclipses that of MPC's refining, marketing and retail operations, MPC's consolidated leverage will likely continue to increase, absent MPC debt reduction. ANDX's Baa3 rating derives strength from is ownership by Baa2 rated MPC, and further reflects its expanded scale and geographic reach following its 2017 acquisition of Western Refining Logistics. ANDX generates stable cash flows from a high level of long-term, fee-based contracts with minimum volume commitments. A structural simplification engineered in late 2017 eliminated the IDRs held by its general partner at the time, enhancing its cost of capital and improving organizational transparency. ANDX's asset base is strategic to, and integrated into, the legacy 1.1 million barrel per day of refining capacity operated by its former parent, now MPC, providing critical infrastructure to its core refining operations. Also reflecting asset dropdowns and organic projects, which are focused in the high growth Permian and Bakken regions, ANDX's 2018 EBITDA grew 27% to $1.2 billion over 2017. The company has guided 2019's EBITDA to $1.4 billion. ANDX maintains a modest leverage profile at 4.2x debt/EBITDA at year-end 2018 (including Moody's standard adjustments), which is consistent with the company's target of 4x. Pro forma for the combined entities' operations, consolidated EBITDA will be considerable, exceeding $5 billion, with the combined midstream logistics segment roughly 60% of consolidated EBITDA and G&P about 40%. Over 80% of revenues are fee-based, highly contracted and with significant throughput attributable to MPC, collectively generating a highly stable cash flow stream. Moody's expects pro forma debt leverage (including Moody's standard adjustments) to remain comfortably below 4.5x with distribution coverage maintained in the area of 1.4x. Moody's regards MPLX's and ANDX's liquidity to be good. At March 31, MPLX had about $450 million outstanding under its $2.25 billion unsecured revolving credit facility, which has a July 2022 scheduled maturity date. Little balance sheet cash is held as a matter of course. Additionally, MPC makes available a $1 billion revolving credit facility to MPLX (and $500 million to ANDX, with a December 2023 scheduled maturity) to facilitate intercompany cash management activity, and is available as an additional source of liquidity. The facility is unsecured and has a December 4, 2020 scheduled maturity date. At March 31, no borrowings were outstanding under this facility. ANDX maintains two unsecured credit facilities; a $1.1 billion revolving credit facility and a $1.0 billion dropdown credit facility. Both credit facilities have January 29, 2021 scheduled maturity dates. At March 31, an about $1,400 million was outstanding under ANDX's two bank revolving credit facilities. Pro forma for the closing of MPLX's acquisition of ANDX, a combined credit facility providing for about $3.5 billion of liquidity is expected. MPLX's outlook is stable, reflecting the stability of MPLX's largely fee-based revenue stream. The rating could be upgraded if MPC is upgraded from its Baa2, and MPLX's debt/EBITDA is maintained below 4x (including Moody's standard adjustments) with distribution coverage over 1.5x. Ratings could be downgraded if debt/EBITDA exceeds 4.5x, should the stability in MPLX's business profile deteriorate or should MPC's Baa2 rating be downgraded. Moody's expects to upgrade ANDX to Baa2 following the closing of the acquisition. The principal methodology used in these ratings was Midstream Energy published in December 2018. MPLX LP and Andeavor Logistics LP are publicly traded midstream master limited partnerships (MLPs) headquartered in Findlay, Ohio, each of whose general partner is Marathon Petroleum Corporation, also headquartered in Findlay. ARCHBISHOP OF AGANA: Taps LegalWorks Apostolate as Special Counsel ------------------------------------------------------------------ The Archbishop of Agana received approval from the U.S. Bankruptcy Court for the District of Guam to hire LegalWorks Apostolate, PLLC, as its special counsel. The Debtor requires the services of the firm to secure the Federal Communications Commission's consent to the transfer of control of the archdiocese regarding Catholic Educational Radio (KOLG). The Debtor has agreed to pay LegalWorks a $900 annual retainer fee and a $3,000 flat fee. LegalWorks is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Stuart W. Nolan, Jr., Esq. LegalWorks Apostolate, PLLC 4 Family Life Lane Front Royal, VA 22630 Tel: 540.622.8070 Fax: 540.622.2247 About Archbishop of Agana Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/ -- is an ecclesiastical territory or diocese of the Catholic Church in the United States. It comprises the United States dependency of Guam. The Diocese of Agana was established on Oct. 14, 1965, as a suffragan of the Archdiocese of San Francisco, California. It is a tax-exempt entity (as described in 26 U.S.C. Section 501). The Archbishop of Agana, a/k/a the Roman Catholic Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D., Archbishop of Agana, signed the petition. The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in liabilities as of the bankruptcy filing. The Hon. Frances M. Tydingco-Gatewood is the case judge. The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy counsel, and John C. Terlaje, Esq., as special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 6, 2019. The Committee retained Stinson Leonard Street LLP as bankruptcy counsel, and The Law Offices of William Gavras as local counsel. ARCHBISHOP OF AGANA: Taps Pacific Human as HR Consultant -------------------------------------------------------- The Archbishop of Agana received approval from the U.S. Bankruptcy Court for the District of Guam to hire Pacific Human Resource Services, Inc., as its human resource consultant. The firm will handle internal complaint processes, conduct sexual harassment training for management employees, and conduct HR audits. PHRS will be paid pursuant to this fee arrangement: * $1,800 per training session for 50 attendees: $5,400 * $145 per hour/maximum of 15 hours a week: $2,175 per month The total requested budget is $12,000 for three months, subject to renewal. PHRS is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Grace Donaldson Pacific Human Resource Services, Inc. 674 Harmon Loop Road, Suite 307 Dededo, GU 96929 Tel: 671-637-6906/7/8 Fax: 671-637-6909 Email: Grace.Donaldson@phrsguam.com Info@PHRSGuam.com About Archbishop of Agana Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/ -- is an ecclesiastical territory or diocese of the Catholic Church in the United States. It comprises the United States dependency of Guam. The Diocese of Agana was established on Oct. 14, 1965, as a suffragan of the Archdiocese of San Francisco, California. It is a tax-exempt entity (as described in 26 U.S.C. Section 501). The Archbishop of Agana, a/k/a the Roman Catholic Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D., Archbishop of Agana, signed the petition. The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in liabilities as of the bankruptcy filing. The Hon. Frances M. Tydingco-Gatewood is the case judge. The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy counsel, and John C. Terlaje, Esq., as special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 6, 2019. The Committee retained Stinson Leonard Street LLP as bankruptcy counsel, and The Law Offices of William Gavras as local counsel. AUCTION.COM LLC: Moody's Alters Outlook on B3 CFR to Positive ------------------------------------------------------------- Moody's Investors Service affirmed Auction.com, LLC's ratings, including its B3 Corporate Family Rating and its B3-PD Probability of Default Rating. At the same time, Moody's affirmed the instrument ratings on the company's senior secured first lien and second lien credit facilities at B2 and Caa2, respectively. The outlook was changed to positive from stable. "Auction.com brings real value to the distressed real estate market," according to Harold Steiner, Moody's lead analyst for Auction.com, LLC. "This value add has been validated by the company's strong performance in spite of continued market pressures, and supports our view that leverage and cash flow will improve further." The change in outlook to positive reflects Auction.com's sustained revenue and earnings growth, in spite of continued end market pressure from lower foreclosure volumes, and the deleveraging that has resulted from this growth. Moody's expects ongoing customer wins and improved sales conversion to result in a continuation of this trend. The positive outlook reflects Moody's expectation that low- to mid-single digit percentage range revenue growth and low-teens percentage range earnings growth will continue to improve credit metrics including debt-to-EBITDA below 5.0x, and free cash flow-to-debt greater than 7% in 2019. Moody's views the company's decision to spin-out Ten-X Commercial to the sponsor as credit negative because it removes an operating asset from the credit group and diminishes collateral value. The transaction is indicative of the sponsor's aggressive financial policy and is occurring after significant investment by Auction.com in Ten-X Commercial. The unit had weighed on Auction.com's profitability and cash flow because of the investments made, but all of the value including potential future appreciation will only benefit the sponsor. Moody's took the following rating actions: Affirmations: Issuer: Auction.com, LLC Probability of Default Rating, Affirmed at B3-PD Corporate Family Rating, Affirmed at B3 Senior Secured First Lien Revolving Credit Facility, Affirmed at B2 (LGD3) Senior Secured First Lien Term Loan, Affirmed at B2 (LGD3) Senior Secured Second Lien Term Loan, Affirmed at Caa2 (LGD6) Outlook Actions: Issuer: Auction.com, LLC Outlook, Changed To Positive From Stable RATINGS RATIONALE Auction.com, LLC's B3 CFR broadly reflects the company's status as a category leader in a small, niche market and its consistent performance despite ongoing market pressures, balanced by its still high, albeit improving, financial risk. Auction.com operates an online platform that facilitates the sale of distressed real estate throughout the US. While the distressed real estate market in the US has been under pressure due to strong macroeconomic conditions, Auction.com has consistently grown revenue and earnings in spite of declining foreclosure volumes. Moody's expects these trends to largely continue, owing to new customer wins and improving sales conversion. Moody's expects profitability and cash flow will continue to grow. Debt-to-EBITDA leverage has improved markedly since the LBO, but remains high at approximately 5.3x (Moody's-adjusted as of December 31, 2018, 5.8x after the expensing of capitalized software development). Aggressive financial policies remain a rating constraint and exposes the company to event risk under financial sponsor ownership. Customer concentration, a competitive market environment, and the threat of a prolonged upcycle continue to constrain the rating. Factors that could support an upgrade include increased scale as measured by revenues, continued demonstration of the ability to sustain growth during an improving real estate cycle, and financial policies that are supportive of debt-to-EBITDA under 4.0x while sustaining good liquidity. Factors that could lead to a downgrade include the loss of a significant supplier, meaningful market share loss, decreased revenue, debt financed shareholder distributions or acquisitions, or deterioration in liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Auction.com, LLC (fka Ten-X) provides asset sale services for the US residential real estate markets. The company is majority-owned by affiliates of Thomas H. Lee Partners L.P. and co-investors. Revenue for the twelve months ended December 31, 2018 was about $275 million. B & D ENTERPRISES: Banco Popular Bid to Transfer Property Nixed --------------------------------------------------------------- Bankruptcy Judge Brian K. Tester denied Banco Popular de Puerto Rico's Motion for Entry of Order for the Transfer of Property and the Cancellation of Pre-Transfer Date Liens and Other Particulars Under the Confirmed Plan of Reorganization. The court finds that Banco Popular de Puerto Rico's liens were extinguished upon the confirmation of the chapter 11 Plan. As such, Debtor B & D Enterprises SE does not have to tender the properties to Banco Popular. Since the Stipulation confirmed through the Plan is binding and enforceable on the signatory parties, they must all abide by the terms and provisions established. A copy of the Order dated April 17, 2019 is available at https://tinyurl.com/yxn87bxw from Pacermonitor.com at no charge. The bankruptcy case is in re: B & D ENTERPRISES SE, Case No. 16-00978 BKT (Bankr. D.P.R.). BANGY TAXICAB: May 22 Hearing on Plan Outline Set ------------------------------------------------- In a notice, Bangy Taxicab Corp. seeks the Court's approval of its proposed disclosure statement. The Court will convene a hearing to consider approval of the disclosure statement on May 22, 2019 at 3:00 p.m. The plan incorporates the terms of a settlement agreement reached with the main creditor in the case, Melrose Credit Union. The agreement provides a down payment of a lump sum of $60,000 and monthly payments of $5,000 over a period of 12 months, for a total of $120,000. Said lump sum payment will be made from personal funds of the corporate principal's son Abraham Bangiyev and funds accumulated on the Debtors DIP account up though the date of the approval of the settlement agreement. To date, the initial lump sum payment contemplated by the terms of the settlement agreement between the parties has been made. A copy of the Disclosure Statement is available at https://tinyurl.com/y66frro8 from Pacermonitor.com at no charge. About Bangy Taxicab Corp. Bangy Taxicab, Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-44530) on Aug. 3, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. BLACKWATER TECHNOLOGIES: Hires MJCO LLC as Accountant ----------------------------------------------------- Blackwater Technologies, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ MJCO, LLC, as accountant to the Debtor. Blackwater Technologies requires MJCO, LLC to: a) prepare the annual federal income tax returns and state income and sales tax returns; b) prepare the financial information necessary to maintain Debtor's state licenses; c) provide such other work as may be indicated by the accountant's analysis of the records of the Debtor and the estate. MJCO, LLC, will be paid at these hourly rates: Partners $350 Bookkeepers $60 MJCO, LLC, will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Greg Logan, a partner of MJCO, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. MJCO, LLC, can be reached at: J. Greg Logan MJCO, LLC 26 Lenox Pointe NE Atlanta, GA 30324 Tel: (404) 231-2001 About Blackwater Technologies Blackwater Technologies Inc., based in Carrollton, Georgia, specializes in fire protection as well as low voltage projects. The Company provides fire alarm installation, maintenance, and inspection services. Blackwater Technologies filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-10283) on Feb. 13, 2019. In the petition signed by CEO Charles Blackwell, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Homer W. Drake. The Debtor's counsel is Nevin J. Smith, Esq., at Smith Conerly LLP. BLUE DIAMOND: Aug. 1 Plan Confirmation Hearing ---------------------------------------------- On May 2, 2019, a hearing was held in the bankruptcy case of Blue Diamond LLC to determine whether the First Amended Disclosure Statement explaining its Chapter 11 Plan, read in conjunction with the proposed plan to which it relates, provides the holders of claims and interests with financial information sufficient to permit them to make an independent and informed judgment on whether to accept or reject the plan. The Court finds that the Debtor's Disclosure Statement does contain adequate information pursuant to Bankruptcy Code Section 1125, to enable creditors to make an informed judgment about the Debtor's Chapter 11 Plan. Accordingly, the Court ordered that the Disclosure Statement is approved, and the Debtor is authorized to solicit creditors' votes on the Plan of Reorganization. June 14, 2019, is fixed as the last day for filing acceptances or rejections of the Plan of Reorganizations. June 14, 2019, is also fixed as the last day for filing with the Court and serving written objections to confirmation of the Plan of Reorganization, pursuant to Bankruptcy Rule 3020(b)(1). A hearing will be held on August 1, 2019 at 1:00 p.m., in the U.S. Magistrate Courtroom (1st Floor), located in the W. Craig Broadwater Federal Courthouse, 217 West King Street, Martinsburg, West Virginia, to consider and act upon confirmation of the Plan of Reorganization and any objection thereto timely filed with the Court. About Blue Diamond Blue Diamond LLC, based in Martinsburg, W.Va., filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member and manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley oversees the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. William C. Brewer, Esq., at Brewer & Giggenbach, PLLC, is the Debtor's special counsel. BRANDYWINE TRUST: Seeks to Hire Wolf Rifkin as Legal Counsel ------------------------------------------------------------ Brandywine LLC, the administrator of Brandywine Trust dated Aug. 15, 2015, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP. The firm will serve as legal counsel for Brandywine Trust in its Chapter 11 case. The services to be provided include the preparation of a plan of reorganization, examination of witnesses and claimants, and assisting the Debtor in negotiations to obtain financing. Wolf Rifkin's hourly rates are: Simon Aron $550 Johnny White $475 The firm received a total of $30,000 as a retainer prior to the Debtor's bankruptcy filing. Wolf Rifkin is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Wolf Rifkin can be reached through: Simon Aron, Esq. Johnny White, Esq. Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP 11400 West Olympic Boulevard, 9th Floor Los Angeles, CA 90064-1582 Telephone: (310) 478-4100 Facsimile: (310) 479-1422 E-mail: saron@wrslawyers.com E-mail: jwhite@wrslawyers.com About Brandywine Trust Brandywine Trust Dated Aug. 15, 2015, is a grantor trust in the business of building, developing and exploiting diversified assets. Formed in 2015, the trust's principal asset consists of 29,599,459 shares, representing a 23.8% interest in NextVR, a Delaware corporation. The trust's principal operating officer is the founder of Next. Brandywine Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11381) on April 15, 2019. At the time of the filing, the Debtor estimated assets of between $50 million and $100 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Scott C. Clarkson. BUTLER SPECIALTIES: Court Official Unable to Appoint Committee -------------------------------------------------------------- The U.S. bankruptcy administrator on May 7 disclosed in a filing with the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Butler Specialties, Inc. About Butler Specialties Founded in 1981, Butler Specialties, Inc. -- https://www.butlerbuilt.net/ -- is a manufacturer of motorsports car seats. Located in Concord, N.C., Butler also offers safety products for the motorsports industry and is a dealer for Arai Helmets, Hooker Harness seat belts and NecksGen Head and Neck Restraints. Butler Specialties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-50417) on April 23, 2019. At the time of the filing, the Debtor disclosed $1,180,685 in assets and $3,821,628 in liabilities. The case has been assigned to Judge Lena M. James. Nardone Law, PLLC is the Debtor's bankruptcy counsel. C3 VENTURES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of C3 Ventures, LLC, according to court dockets. About C3 Ventures, LLC C3 Ventures, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-14200) on March 29, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael S. Hoffman, Esq., at Hoffman Larin & Agnetti, P.A. CAH ACQUISITION: Ch. 11 Proceeding Transferred to North Carolina ---------------------------------------------------------------- Bankruptcy Judge Joseph N. Callaway entered an order transferring CAH Acquisition 12, LLC d/b/a Fairfax Community Hospital chapter 11 proceeding from the Northern District of Oklahoma to the Eastern District of North Carolina. The determination of whether to transfer venue of an existing case from another district is within the deciding court's discretion based on an individual case analysis of fairness and convenience. The burden of proof is on the moving party by a preponderance of the evidence standard. In considering whether to accept venue, courts most commonly look to the six following factors first listed in Commonwealth of Puerto Rico v. Commonwealth Oil Refining Co., Inc. 1. Proximity of creditors of every kind to the court; 2. Proximity of the debtor to the court; 3. Proximity of witnesses necessary to the administration of the estate; 4. Location of assets; 5. Economic administration of the estate; and 6. The necessity for ancillary administration should a liquidation occur In the present case, only secured creditors have been identified as schedules have not yet been filed. However, it would appear that a mixed bag of local and national creditors will be presented, including creditors common with other Related Debtors. Mr. Thomas Waldrep testified that known secured claims in Fairfax will approach five million dollars, an amount far in excess of possible local claims. National creditors must travel and hire local counsel regardless of where the case is heard. It is certain here that a trustee (logically Mr. Waldrep) will be appointed, and among his duties will be to guard interests of smaller local priority wage claimants. This factor weighs in favor of transfer. With respect to proximity of the debtor, the Town of Fairfax is halfway across the continental United States from this court, so obviously it is nearer the Northern District of Oklahoma where the second case was filed. However, any benefit from this fact is largely abrogated by the fact there are three other Oklahoma hospitals included within the Related Debtors, and that millions of dollars in secured claims that also maintain cross-collateralization with other Related Debtors are asserted that must be investigated and perhaps challenged by the chapter 11 trustee. An adversary proceeding will be required in which most of the Related Debtors will likely be necessary parties. The presence of four Oklahoma related cases together before the same court and the forecast adversary proceeding outweighs any benefit from leaving the Related Debtors scattered about the country in separate bankruptcy courts. Consequently, despite the geographic location, this factor does not inure to the benefit of the Oklahoma receiver in any meaningful way. With respect to the proximity of witnesses, Mr. Waldrep is a resident of Winston-Salem, North Carolina, and the Related Debtor former management and HAC witnesses are forecast to be from Missouri, West Virginia and Florida. Financial expert and forensic accounting witnesses from the East Coast are expected. The identity of other witnesses is not known, although it is certainly logical to expect that some local witnesses will be called. However, without more information, the court can only rate this factor as a wash for either party. The location of the assets, like the proximity of the debtor, would at first blush fall in favor of Oklahoma. However, to the extent those assets include collection of Medicare and Medicaid funds owed (up to ninety percent of collections by Fairfax), neither North Carolina nor Oklahoma would be particularly advantageous. Also, any sale of the assets of Fairfax, would likely be the result of a package sale of several if not all of the Related Debtors. Therefore, this factor to weighs at best only slightly in favor of the Oklahoma receiver. The moving party has carried its burden through the uncontroverted testimony of Mr. Waldrep and the support of system-wide efficiencies. In the complete absence of disruption evidence and given the short intervening time between cases, the efficiencies and benefits of central case administration and management outweigh the possible detriments. A copy of the Memorandum and Order dated April 17, 2019 is available at https://tinyurl.com/y5vuqc63 from Pacermonitor.com at no charge. About CAH Acquisition CAH Acquisition Company 12, LLC, dba Fairfax Community Hospital, is a healthcare services provider in Fairfax, Oklahoma, offering a broad range of services including emergency, radiology, laboratory, inpatient care, rehabilitation services, respiratory therapy, and swing bed. CAH Acquisition Company 12 filed a voluntary Chapter 11 petition (Bankr. N.D. Okla. Case No. 19-10641) on April 1, 2019. Eleven of its affiliates already previously filed voluntary Chapter 11 petitions. The case is assigned to Judge Dana L. Rasure. The Debtor's counsel is Sam G. Bratton, II, Esq., at Doerner, Saunders, Daniel & Anderson, L.L.P., in Tulsa, Oklahoma. At the time of filing, the Debtor had estimated assets of $50,000 to $100,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Charles E. Cartwright, Trustee for Receiver for Debtor. CARGO WORKSHOP: Hires Morrison Tenenbaum as Counsel --------------------------------------------------- Cargo Workshop, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison Tenenbaum PLLC, as counsel to the Debtor. Cargo Workshop requires Morrison Tenenbaum to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the management of its estate; b. assist in any amendments of Schedules and other financial disclosures and in the preparation/review/amendment of a disclosure statement and plan of reorganization; c. negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. prepare on behalf of the Debtor all necessary motions, applications, answers, proposed orders, reports and other papers to be filed by the Debtor in this case; e. appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; and f. perform all other legal services for the Debtor that may be necessary and proper for an effective reorganization. Morrison Tenenbaum will be paid at these hourly rates: Partners $425 to $525 Associates $380 Paraprofessionals $175 On March 25, 2019, Morrison Tenenbaum received $15,000 as an initial retainer fee from the Debtor. Morrison Tenenbaum will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence F. Morrison, a partner at Morrison Tenenbaum, 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. Morrison Tenenbaum can be reached at: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 About Cargo Workshop Cargo Workshop Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-42124) on April 9, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC. CARUGATI CONSTRUCTION: Sale of Texas Property to Fund Proposed Plan ------------------------------------------------------------------- Carugati Construction, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas an amended combined disclosure statement and plan of reorganization. Carugati Construction, LLC is a limited liability corporation whose main offices are located at 5031 Spruce Forest Drive, Houston, Texas 77091. Novid Rezai is the sole member of this limited liability corporation. The Debtor intends to satisfy its debts by selling the real property known as Lot 50, Block 46, Sunset Heights, otherwise known as 907 E. 25th Street, Houston, Texas along with all improvements and personal property therein to BJM Associates, LLC for the consideration of $303,436.55 and assumption of all liens and claims, including $37,019.55 property tax arrearages and the disputed second lien claim of A List Partners REI Fund I, LLC alleged to be in the amount of $407,515.61. The general unsecured claims in Class 4a will receive distributions of dividends equal to 100% of each claim that existed on the date of the filing of the chapter 11 bankruptcy. The plan is based upon the distribution to the creditors based upon the sale of the Property. The closing will be conducted at a mutually agreed upon title company within 21 days of the order confirming plan. All allowed claims will be satisfied by distribution at closing. The title company will be the distributing agent for the Debtor. After all allowed claims have been satisfied in accordance with the confirmation order, the remaining proceeds will be distributed to the Debtor. Claims in Classes 1 and 2 will be paid in full at closing of the sale, or in the case of professional fees within 14 days after entry of order approving them. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/yy278vs4 from Pacermonitor.com at no charge. About Carugati Construction, LLC Carugati Construction, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-34563) on July 28, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Larry A. Vick, Esq., at the Law Offices of Larry A. Vick. CCELERATING MINISTRIES: Taps Michael Jay Berger as Legal Counsel ---------------------------------------------------------------- Accelerating Ministries seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Law Offices of Michael Jay Berger as its legal counsel. The firm will advise the Debtor of its rights and obligations in a Chapter 11 proceeding; review claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Michael Jay Berger $595 Sofya Davtyan $495 Carolyn Afari $395 Samuel Boyamian $295 Paralegal/Law Clerk $225 Berger received a retainer in the amount of $20,000, plus $1,800 for the filing fee. Michael Jay Berger, Esq., disclosed in court filings that his firm does not have an interest materially adverse to the interest of the Debtor's estate, creditors and equity security holders. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd 6th Floor Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 Email: michael.berger@bankruptcypower.com About Accelerating Ministries Accelerating Ministries, a religious organization in Ontario, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13044) on April 10, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Wayne E. Johnson. CLEAR WATER: June 6 Plan Confirmation Hearing --------------------------------------------- The Bankruptcy Court has issued an order conditionally approving the disclosure statement explaining Clear Water Timber Company, LLC's Chapter 11 Plan and set the hearing on the confirmation of the Plan for June 6, 2019 at 02:00 PM. The last day to oppose final approval of the disclosure statement is June 5. The last day to object to confirmation and send ballots is also June 5. The Debtor began to experience financial problem in the fall of 2018 when its equipment was vandalized. The Debtor was not able to maintain payments to its creditors resulting in an attempt by on creditor repossess equipment. General Unsecured are impaired with claim $15,000.00. The Debtor proposes to make payments under the Plan from income earned through its continued business operations and cash on hand. A full-text copy of the Disclosure Statement dated April 25, 2019, is available at https://tinyurl.com/y65udbvh from PacerMonitor.com at no charge. Clear Water Timber Company L.L.C. filed a voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 18-05913) on December 11, 2018, and represented by Jennifer K. Bennington, Esq., at Stephen L. Beaman, PLLC. CLEMENT NWOSU: $850K Private Sale of Macon Property to Patel Okayed ------------------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Clement C. Nwosu's private sale of the real property described as 1681 Rocky Creek Road, Macon, Georgia, to Harsidaben B. Patel for $850,000. The sale is free and clear of all liens, claims, and encumbrances with any liens, claims, and encumbrances attaching only to the proceeds of sale. The Debtor is authorized and directed to pay Respondent Ozarks $675,000 at closing from the net sale proceeds. The sale transaction authorized will be subject to Ozark and RDC's approval (which will not be unreasonably withheld) of the final closing statement for the sale transaction, which final closing statement will be provided to Ozark and RDC's counsel not later than 48 hours prior to the closing. Upon receipt of the $675,000, the Order will operate as a release, discharge, and satisfaction of proof of claim no. 10 filed by Ozarks in the amount of $164,322 (loan no. 400093300), and proof of claim no. 11 filed by Ozarks in the amount of $725,951 (loan no. 400127700). Proof of claim no. 8 filed by Ozarks in the amount of $306,929 (loan no. 4000672800) is unaffected by the Order. The Debtor is authorized and directed to pay Middle Georgia Regional Commission, formerly known as Middle Georgia Regional Development Center ("RDC") the amount of $5,000 at closing. RDC will retain its liens except with respect to the real estate that is being addressed in the Order. The balance of the proceeds from the closing will be paid to Janet Nwosu representing her one-half interest in the property being sold under the Order. Clement C. Nwosu filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 15-51092) on May 13, 2015. COLORADO WICH: July 24 Hearing on Disclosure Statement ------------------------------------------------------ The hearing to consider the adequacy of and to approve the Disclosure Statement will be held on Wednesday, July 24, 2019 at 9:30 a.m. in Courtroom D. U.S. Custom House, 721 19th Street, Denver, Colorado. Objections to the Disclosure Statement will be filed and served no later than July 17, 2019. The Debtors amended their plan to modify the treatment of several classes of claims, including the general unsecured claims in Class 10. The general unsecured creditors will now receive distributions, if at all, over a period time not to extend beyond Dec. 31, 2019. The initial plan proposed to pay Class 10 general unsecured creditors within six months from the effective date of the plan. Upon the sale of the companies' assets, these creditors will be paid from the net proceeds remaining after all secured, priority and senior claims are paid. Until Class 10 creditors are paid at least 50% of their allowed unsecured claims, the companies will not make distributions to insiders holding Class 11 unsecured claims. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/yypzgc63from Pacermonitor.com at no charge. A copy of the First Amended Plan is available at http://tinyurl.com/y6gsrrctfrom Pacermonitor.com at no charge. About Colorado Wich Colorado Wich LLC is a privately-held company in Highlands Ranch, Colorado engaged in the business of selling sandwiches. Colorado Wich Inc. is merely a holding company for Colorado Wich LLC, which is the actual operating Debtor entity. Colorado Wich LLC and Colorado Wich Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 18-13443) on April 24, 2018. The Court granted the joint administration of the Debtors' cases on April 25, 2018. In the petitions signed by Jeffrey A. Gordan, member, Colorado Wich LLC disclosed $500,095 in assets and $2,150,648 in liabilities, and Colorado Wich Inc. disclosed $92 in assets and $22,364 in liabilities. Judge Kimberley H. Tyson oversees the case. Buechler & Garber, LLC, is the Debtors' legal counsel. We Sell Restaurants, Inc., has been tapped as broker. CORFISH CREATIVE: Gets Court Approval to Hire Accountant -------------------------------------------------------- CorFish Creative LLC received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Joseph Friedman as its accountant. Mr. Friedman will assist the Debtor in the preparation of tax returns, monthly operating reports and Chapter 11 plan of reorganization. The Debtor will pay the accountant an hourly fee of $275. Mr. Friedman disclosed in court filings that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Mr. Friedman maintains an office at: Joseph B. Friedman, CPA P.O. Box 734 Cherry Hill, NJ 08003 Tel: 856-428-3395 Fax: 856-873-92 E-mail: Joe@JoeFriedmanCPA.Biz About Corfish Creative Corfish Creative, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-16756) on April 3, 2019. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor hired Deiches & Ferschmann as its legal counsel. CREDIAUTOUSA FINANCIAL: Seeks to Hire Bonilla Accounting Firm ------------------------------------------------------------- CrediautoUSA Financial Company LLC and AI CAUSA LLC seek approval from the U.S. Bankruptcy Court for the Southern District of California to hire Bonilla Accounting Firm as their accountant. The firm will assist the Debtors in the preparation of tax returns, quarterly financial reports and other financial disclosures; advise the Debtors of their tax obligations; and provide other accounting services necessary to administer their bankruptcy estates. Bonilla will be paid a monthly fee of $2,000 for its services. Hector Diez de Bonilla, principal of Bonilla and the accountant who will be providing the services, disclosed in court filings that he and his employees neither hold nor represent any interest adverse to the Debtors' estates. The firm can be reached through: Hector Diez de Bonilla Bonilla Accounting Firm 330 Oxford St., Suite 100 Chula Vista, CA 91911 Phone: +1 619-691-6967 About CrediautoUSA Financial Company and AI CAUSA LLC Founded in 2012 and headquartered in San Diego, CrediautoUSA Financial Company LLC -- http://www.crediautofinancial.com/-- has established programs to finance vehicles sold by licensed automobile dealerships to individuals with no credit history or with less than perfect credit. CrediautoUSA Financial Company LLC and its affiliate AI Causa LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Lead Case No. 19-01864) on March 30, 2019. At the time of the filing, CrediautoUSA estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. AI CAUSA had estimated assets and liabilities of between $1 million and $10 million. The cases are assigned to Judge Louise Decarl Adler. CrediautoUSA is represented by the Law Offices of Kit J. Gardner while AI Causa is represented by Higgs Fletcher & Mack LLP. CRESTVIEW 3 HOLDINGS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Crestview 3 Holdings LLC, according to court dockets. About Crestview 3 Holdings Crestview 3 Holdings LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-13115) on March 11, 2019, and is represented by Richard Siegmeister, Esq. Judge A. Jay Cristol presides over the case. CRS CAPITAL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of CRS Capital, Inc., according to court dockets. About CRS Capital Inc. CRS Capital, Inc. is a privately held company in Tallahassee, Fla., in the "Management of Companies and Enterprises" industry. CRS Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40169) on March 29, 2019. At the time of the filing, the Debtor disclosed $1,926,229 in assets and $1,194,701 in liabilities. The case has been assigned to Judge Karen K. Specie. Kevin Todd Butler, Esq., at K. Todd Butler, P.C. is the Debtor's bankruptcy counsel. DAVID SHARP: $425K Sale of Miramar Beach Property to Gibbs Approved ------------------------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized David Kevin Sharp's sale of the real property located at 112 Seascape Drive, Unit 410, Miramar Beach, Florida to Mardelle and Neil Gibbs for $415,000. The sale is free and clear of all Encumbrances. The Encumbrances on or otherwise attached to the Property will either be paid at closing. And in accordance with the Motion, the Debtor is authorized to use the proceeds from the sale to satisfy in full (i) the lien of the Lender, (ii) any other claims that constitute liens on the Property, (iii) allowed commissions to the Seller's Broker, and (iv) other costs of sale for which the Debtors are obligation to pay under the Agreement. Bank of America, N.A. ("BOA") is the holder of one of the Encumbrances, holding a valid lien against the Property, which will be paid upon the sale of the Property. BOA will not be required to accept any amount less than the full amount required to satisfy its lien in full unless it approves any reduction in payment prior to the final sale and in writing. To ensure that BOA's claim is satisfied, Debtor or his representatives will obtain an updated payoff of the BOA lien prior to closing, which must not be expired at the time of closing. The Closing will take place within 90 days of entry of the Order, and BOA will receive its full payoff within 48 hours of closing. Any remaining funds following the sale will be deposited in the Marital Account, as defined in the Motion, for use by the Debtor and his non-filing spouse (a) in the ordinary course of business, (b) as provided in the Disclosure Statement and/or Plan of Reorganization, which have been filed in the case, or (c) in any other manner as the Debtor deems necessary for the benefit of the Debtor or the Debtor’s non-filing spouse, including the funding of certain needed repairs to the Debtor's primary residence. Notwithstanding Bankruptcy Rule 6004(h), the Order will take effect, and the sale contemplated herein will be permitted to close, immediately upon entry of the Order. David Kevin Sharp sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 19-00690) on Feb. 5, 2019. The Debtor tapped Henry E. Hildebrand IV, Esq., at Dunham Hildbrand, PLLC, as counsel. DCP MIDSTREAM: Moody's Rates Proposed $500MM Senior Notes 'Ba2' --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to DCP Midstream Operating, LP 's proposed $500 million senior notes offering. DCP Midstream, LP's existing ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, B1 ratings on preferred units and SGL-3 Speculative Grade Liquidity rating are unchanged. Additionally, DCP Midstream Operating's existing Ba2 ratings on the senior unsecured notes and the B1 rating on the junior subordinated notes which are obligations of DCP Midstream Operating LP, are unchanged. The outlook is positive. The net proceeds from the offering will be used for general partnership purposes, including repaying outstanding borrowings under its revolving credit facility and the funding of capital expenditures. "DCP's proposed issuance will support investment in growth projects," stated James Wilkins, Moody's Vice President. "We expect earnings growth from new projects to offset the impact on leverage." Assignments: Issuer: DCP Midstream Operating LP Gtd. Senior Unsecured Notes, Assigned Ba2 (LGD4) RATINGS RATIONALE The proposed senior notes are rated Ba2, the same level as the CFR. The new notes will be obligations of DCP Midstream Operating, LP, guaranteed by DCP and rank pari passu with DCP Midstream Operating's existing senior notes and revolving credit facility. The senior unsecured notes are rated at the same level as the CFR since the unsecured debt (notes and revolving credit facility) make up the majority of the capital structure. DCP's Ba2 CFR reflects its growing earnings that will improve leverage, stable cash flows associated with fee-based businesses, meaningful scale in the US gathering and processing sector and basin diversification. Its debt to EBITDA ratio was 4.4x as of December 31, 2018, excluding the DCP Midstream, LLC debt. Moody's expects leverage to decline in 2019, despite high growth capital expenditures ($600-$800 million for 2019 per the company's guidance). The company chose to issue $771 million of perpetual preferred equity (treated as 100% equity) in 2017-2018 to partially fund growth capital expenditures and keep leverage lower than if debt funding was used. Cash flow stability benefits from a combination of fee-based and hedged revenues that account for about three-quarters of the gross margin and long-term contractual arrangements with minimum volume commitments or life of lease or acreage dedications. DCP enjoys economies of scale as a large processor of natural gas and natural gas liquids (NGLs) and critical mass in three key areas -- the DJ Basin, Midcontinent region and Permian Basin -- that also offer growth opportunities. It has a diverse asset profile with integrated gathering & processing as well as logistics assets that transport and process hydrocarbons from the wellhead to markets. The rating and business profile are tempered by inherent commodity price risk as well as MLP model risks with high payouts and the reliance on debt and equity markets to fund growth. However, DCP can still benefit in 2019 from IDR give backs from its parents if distribution coverage is below 1x. The rating also considers the support that the parents -- Phillips 66 (A3 stable) and Enbridge Inc. (Baa2 positive) -- have historically provided. The positive outlook reflects its expectation that DCP's credit metrics will improve as production volumes in DCP's key basins continue to grow and new projects come into service. The ratings could be upgraded if DCP continues to successfully complete its growth projects, debt to EBITDA (including the debt at DCP Midstream, LLC) is expected to remain below 4.5x and distribution coverage remains above 1.3x. DCP's CFR could be downgraded if leverage exceeds 5.5x (including the debt at DCP Midstream, LLC) or it cannot maintain a distribution coverage ratio greater than 1x without relying on the IDR giveback in 2019. The principal methodology used in these ratings was Midstream Energy published in December 2018. DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly traded, gathering and processing MLP. The DCP Midstream, LP common LP units are owned by the public (62%) and the balance of the common units and General Partner interest is owned by DCP Midstream, LLC, a 50%/50% joint venture between Phillips 66 and Enbridge Inc. DCP MIDSTREAM: S&P Raises ICR to 'BB+'; Outlook Stable ------------------------------------------------------ S&P Global Ratings raised the issuer credit and senior unsecured debt ratings on U.S. midstream energy master limited partnership DCP Midstream L.P. to 'BB+' from 'BB'. The rating outlook is stable. The '3' recovery rating on the partnership's senior unsecured debt is unchanged. At the same time, S&P is raising its rating on the junior subordinated notes to 'BB-' from 'B+'. The '6' recovery rating is unchanged. S&P also is raising its issue-level rating on the preferred securities to 'B+' from 'B'. S&P revised the stand-alone-credit profile of DCP to 'bb' from 'bb-' due to operating performance that is in line with its expectations and its view that adjusted financial leverage will be approximately 4.5x or better in 2019 and beyond. The higher rating reflects scale and diversity that is stronger than those of certain peers and S&P's expectation that financial metrics will continue to improve. In S&P's view, DCP improved its credit quality from a few years ago by expanding in scale, increasing its total percentage of fee-based cash flows by adding additional logistics assets, and more importantly, reducing its commodity price sensitivity. DCP's 2020 strategy also reduced certain costs and lowered its break-even price. The stable outlook reflects S&P's view that DCP will maintain adjusted leverage of approximately 4.5x in 2019, improving to the low-4x area in 2020 and beyond. S&P also expects the partnership to continue increasing its scale while adding additional fee-based cash flows. "We could consider a negative rating action if the partnership sustains adjusted debt to EBITDA above 5x. This could occur under prolonged weak NGL prices or due to operational underperformance," S&P said. "Though unlikely in the near term, we could consider higher ratings if the partnership sustains leverage below 4x while adding material fee-based cash flows such that cash flow volatility would be minimized in a prolonged downturn. We could also raise the rating if our view of its strategic importance to Phillips improves," S&P said. DIAGNOSTIC CENTER: Unsecureds to be Paid from Equity Contribution ----------------------------------------------------------------- Diagnostic Center of Medicine (Allen) LLP filed with the U.S. Bankruptcy Court the District Court of Nevada a disclosure statement in support of its chapter 11 plan of reorganization. Class 5 under the plan consists of General Unsecured Claims. The Debtor proposes to pay Allowed General Unsecured Claims a pro rata distribution from the Equity Contribution, after the payment of allowed administrative claims and priority claims. The Debtor believes the amount available to be distributed to unsecured creditors will be the amount leftover from the Equity Contribution, which totals approximately $115,000, and includes approximately $87,000 of funds already contributed to the Debtor’s estate during the pendency of the Chapter 11 Case. As a result of arm's-length negotiations among the Debtor and its creditors, upon the Effective Date, the provisions of the Plan will constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved pursuant to the plan. Prior to, on or after the Effective Date, and pursuant to the Plan, the Debtor and the Reorganized Debtor will enter into restructuring transactions and will take any actions as may be necessary or appropriate to affect a restructuring of their businesses or the overall organizational structure of the Reorganized Debtor. The Restructuring Transactions may include one or more sales, mergers, consolidations, restructurings, conversions, dissolutions, transfers or liquidations as may be determined by the secured claim holders to be necessary or appropriate to fully effectuate the transfer of the New Equity Interests. A copy of the Disclosure Statement is available at https://tinyurl.com/y4ur9kvo at Pacermonitor.com at no charge. About Diagnostic Center of Medicine Diagnostic Center of Medicine (Allen) LLP, in practice since 1977, is an internal medicine and family medicine group in Southern Nevada with locations in Henderson and Durango. Diagnostic Center of Medicine Allen) LLP filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-10152) on Jan. 12, 2017. In the petition signed by CEO Lawrence M. Allen, M.D., the Debtor disclosed $1.70 million in total assets and $6.08 million total debt. The case is assigned to Judge Laurel E. Davis. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, as counsel; and McNair & Associates, Chtd., as its accountant. DITECH HOLDING: Certain Borrower Claims Will Not Be Discharged -------------------------------------------------------------- Ditech Holding Corporation and its affiliates filed an amended disclosure statement for their amended joint chapter 11 plan dated April 26, 2019. The plan has been modified to provide that certain borrower claims will not be discharged. Under the plan, the borrower non-discharged claimants in Class 7 will receive: (i) If the Sale Transaction occurs, on the Effective Date or as soon as possible thereafter, such holder will be treated as an Allowed General Unsecured Claim and will receive treatment in accordance with Section 4.5(b)(i) of the plan, unless such Borrower Non-Discharged Claim is assumed by a purchaser as an assumed liability. (ii) If the Reorganization Transaction occurs, on or after the Effective Date, as a carve out from the term loan lenders' collateral (or the proceeds or value thereof), holders of Allowed Borrower Non-Discharged Claims shall receive treatment from the Debtors or Reorganized Debtors that will treat each Allowed Borrower Non- Discharged Claim in the ordinary course of business as if the Chapter 11 Cases had not been commenced subject to all defenses or disputes the Debtors and Reorganized Debtors may assert as to the validity or amount of such Claims. A copy of the Amended Disclosure Statement dated April 26, 2019 is available at https://tinyurl.com/y4d77774 from epiq11.com. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. DSN INC: U.S. Trustee Removes Pike Pig Systems as Committee Member ------------------------------------------------------------------ The Office of the U.S. Trustee on May 7 removed Pike Pig Systems, Inc. as member of the official committee of unsecured creditors in DSN, Inc.'s Chapter 11 case. The bankruptcy watchdog said the creditor is providing post-petition management direction to DSN and is considered an insider. The remaining committee members are DNA Genetics, Dunkerton Cooperative Elevator, Peter Custom Pumping and Nutrition Services, Inc. About DSN Inc. DSN, Inc., based in Plymouth, Ill., filed a Chapter 11 petition (Bankr. D. Ill. Case No. 19-80320) on March 19, 2019. In the petition signed by Dennis Hellyer, president/manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Thomas L. Perkins oversees the case. B. Kip Shelby, Esq., at Rafool Bourne & Shelby, P.C., serves as the Debtor's bankruptcy counsel. ERNEST VICKNAIR: DA's $43K Sale of Hamilton Interest Approved ------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., to sell the Debtor's interest in Hamilton, LLC to Quentin Falgoust or his designee for $43,000. The final hearing on the Motion was held on April 24, 2019. The sale is "as is, where is" basis without warranties, and free and clear of all liens, claims, or interests, with the liens, claims, or interests being referred and attaching to the proceeds of the sale. Upon the closing of the Sale, all liens, claims, or interests are unconditionally released as to the Debtor's interests in the Hamilton Interest, but not from the proceeds of the Sale as provided in the foregoing paragraph, and the Clerk of Court for Lafourche Parish is authorized to cancel all such liens, claims, and interests as ot only the Debtor's interests in the Hamilton Interest. The Disbursing Agent is authorized to receive and retain the net proceeds of the Sale of the Debtor's interests in the Hamilton Interest for distribution pursuant to the terms of the Plan. The Order will be effective immediately upon entry and no automatic stay or execution pursuant to Rule 62(a) of the Federal Rules of Civil Procedure or Bankruptcy Rule 6004(h) will apply with respect to the Order. The counsel for the Disbursing Agent will serve the Order on the required parties who will not receive notice through the ECF system pursuant to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Court and file a Certificate of Service to that effect within three days. About the Debtor Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel. On April 9, 2018, the Court confirmed the Debtor's Plan of Reorganization as of Dec. 4, 2017 with Immaterial Modifications as of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the Disbursing Agent. On June 21, 2018, the Court approved Tiffany Mohre and Kathy Neugent as realtors. EVERGREEN STABLES: $27K Sale of 2014 GMC Yukon Denali Approved -------------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland authorized Evergreen Stables Farm, LLC's sale of the 2014 GMC Yukon Denali, VIN xxxx59751, to Carmax for $27,000. The Debtor is authorized to pay the following undisputed liens or claims at closing of the sale or as approved by this lienholder: North Arundel Savings Bank - the full payoff amount estimated to be $15,537. Pursuant to Section 363(f) of the Bankruptcy Code, effective upon closing, the sale of the Property will vest in the Purchaser all right, title and interest of the Debtor and the bankruptcy estate in the Property, free and clear of the liens, claims or interests of (i) Evergreen Stables Farm, LLC and (ii) North Arundel Savings Bank. Unless the holders of the liens, claims or interest identified above have agreed to other treatment, or their interest have been stripped under 11 U.S.C. Section 506(d), their liens, claims or interests will attach to the proceeds of the sale. The Order is and will be effective as a determination that, upon and subject to the occurrence of the closing of the sale, all Affected Interests have been and hereby are adjudged and declared to be unconditionally released as to the Property . The Debtor is authorized to accept the Carmax Appraisal Offer provided it is greater than North Arundel Savings Bank's payoff or other related documents that are reasonably necessary or appropriate to complete the sale, and to undertake such other actions as may be reasonably necessary or appropriate to complete the sale. The Property will be sold, transferred and delivered to Purchaser on an "as is, where is" basis. The 14-day stay imposed by Bankruptcy Rule 6004(h) is removed. About Evergreen Stables Farm Evergreen Stables Farm, LLC, owns in fee simple 20 acres of land located at 8250 Old Columbia Road, Fulton, Md., having a comparable sale value of $3.2 million. It provides license for use of barn and leases out two-bedroom apartments. It also has 100% membership interest in real estate located at 956 Marzoff Road, Deale, Md. Evergreen Stables Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-12776) on March 4, 2019. At the time of the filing, the Debtor disclosed $3,456,328 in assets and $2,345,715 in liabilities. The case is assigned to Judge David E. Rice. Klein & Associates, LLC, is the Debtor's counsel. EVP 456 VALLEJO: Taps St. James Law as Legal Counsel ---------------------------------------------------- EVP 456 Vallejo LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to hire St. James Law, P.C., as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization; participate in negotiations regarding the restructuring or satisfaction of its secured debts; administer claims filed against the Debtor; and provide other legal services in connection with its Chapter 11 case. Michael St. James, Esq., the attorney who will be handling the case, charges an hourly fee of $625. St. James Law received a retainer of $10,000, of which $2,607 was used to pay the filing fee and the firm's pre-bankruptcy services. The firm neither holds nor represents any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Michael St. James, Esq. St. James Law, P.C. 155 Montgomery Street, Suite 1004 San Francisco, CA 94104 Phone: (415) 391-7566 Fax: (415) 391-7568 E-mail: michael@stjames-law.com About EVP 456 Vallejo EVP 456 VAllejo LLC, a privately-held real estate company in San Francisco, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-30390) on April 10, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Hannah L. Blumenstiel. GALAFORO CONSTRUCTION: Seeks to Hire Vidal Law as Counsel --------------------------------------------------------- Galaforo Construction and Companies, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Vidal Law & CPA Firm, LLC, as counsel to the Debtor. Galaforo Construction requires Vidal Law to: (a) provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; (b) provide legal advice and consultation related to the legal and administrative requirements of operating this Chapter 11 bankruptcy case, including to assist the Debtor in complying with the procedural requirements of the Office of the U.S. Trustee; (c) take all necessary actions to protect and preserve the Debtor's Estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and represent the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the Debtor's Estate; (d) prepare on behalf of the Debtor any necessary pleadings including Applications, Motions, Answers, Orders, Complaints, Reports, or other documents necessary or otherwise beneficial to the administration of the Debtor's Estate; (e) represent the Debtor's interests at the Meeting of Creditors, pursuant to Sec. 341 of the Bankruptcy Code, and at any other hearing scheduled before this Court related to the Debtor; (f) assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; (g) assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of corporate transactions, including sales of assets, in this Chapter 11 bankruptcy case; (h) assist and advise the Debtor with respect to the use of cash collateral and obtaining Debtor-in-Possession or exit financing and negotiating, drafting, and seeking approval of any documents related thereto; (i) review and analyze all claims filed against the Debtor's Bankruptcy Estate and to advise and represent the Debtor in connection with the possible prosecution of objections to claims; (j) assist and advise the Debtor concerning any executor contract and unexpired leases, including assumptions, assignments, rejections, and renegotiations; (k) coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and (l) perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of this case. Vidal Law will be paid based upon its normal and usual hourly billing rates. On March 25, 2019, the Debtor paid Vidal Law a retainer in the amount of $5,000. Vidal Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan T. Vidal, partner of Vidal Law & CPA Firm, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Vidal Law can be reached at: Ryan T. Vidal, Esq. VIDAL LAW & CPA FIRM, LLC 135 Woodlake Blvd. Kenner, LA 70065 Tel: (504) 882-1550 E-mail: rvidal@vidallawcpa.com About Galaforo Construction and Companies Galaforo Construction and Companies offers building construction, real estate consulting, and commercial general contractor services. Galaforo Construction and Companies, LLC, based in Terrytown, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-10863) on April 2, 2019. In the petition signed by Paul M. Galaforo, Jr., president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Ryan T. Vidal, Esq., at Vidal Law & CPA Firm, LLC, serves as bankruptcy counsel to the Debtor. GET HOOKED CHARTERS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on May 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Get Hooked Charters, LLC. About Get Hooked Charters Get Hooked Charters, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-80079) on March 21, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Jeffrey P. Norman. Waldron & Schneider, PLLC, is the Debtor's counsel. GOLD COAST: Equity Interest Holders Added in 2nd Amended Plan ------------------------------------------------------------- Gold Coast Partners, LLC, filed its second amended disclosure statement in conjunction with its second amended plan of reorganization. The second amended plan adds the allowed interests of members of the Debtor, Tracey Brooks and Lucher Holloway, in Class 7. The members will retain their interests in the Debtor in exchange for a new value contribution in the amount of $2,500 each payable in monthly installment over 36 months commencing 30 days after the Effective Date. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/yyrtmdxl from Pacermonitor.com at no charge. About Gold Coast Partners Gold Coast Partners, LLC, is a privately-held company in Chicago, Illinois, that owns coin-operated laundries and cleaning business. Gold Coast Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-09765) on April 3, 2018. In the petition signed by Tracey L. Brooks, member, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Timothy A. Barnes presides over the case. The Debtor is represented by Joel A. Schechter, Esq., in Chicago, Illinois. HINES POINT: Taps Carmichael & Powell as Legal Counsel ------------------------------------------------------ Hines Point, LLC, received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Carmichael & Powell, P.C., as its legal counsel. The firm will advise the Debtor of its powers and duties in the continued operation of its business and management of its properties, and will provide other legal services in connection with its Chapter 11 case. The firm will charge an hourly fee of $395 for its services. Donald Powell, Esq., the firm's attorney who will be handling the case, does not represent any interest adverse to the Debtor and its estate. Carmichael & Powell can be reached through: Donald W. Powell, Esq. Carmichael & Powell, P.C. 6225 North 24th Street, Suite 125 Phoenix, AZ 85016 Telephone: (602) 861-0777 Email: d.powell@cplawfirm.com About Hines Point LLC Hines Point, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-00544) on Jan. 17, 2019. The case is assigned to Judge Eddward P. Ballinger Jr. HOOK LINE: Latest Plan Includes Global Settlement Among Owners -------------------------------------------------------------- Hook Line& Sinker, Inc., filed its fifth amended plan of reorganization dated April 26, 2019. The fifth amended plan includes a global settlement among the owners such that James Maurer and Billy Opinsky will be the sole owners of Debtor on the Effective Date of the Plan subject to various terms and conditions described in the Plan. The claim filed by Salamatof Native Association, Inc. will now be treated as follows: Salamatof will have an allowed unsecured claim of $1,986,000 of which $110,000 will be treated as a Class 1 claim and the balance of$1,876,000 will be treated as Class 5 claim. Interest will accrue on this claim at 10% per annum. Maurer, Opinsky or the Debtor will pay Salamatof $300,000 on the later of the effective date of the Plan or June 30, 2019. Thereafter, interest will accrue until full payment of Class 1 claims, after which payments allocated to Salamatof out of Class 3 distributions will be applied to accrued interest and then to principal of the Salamatof claim. The Debtor will pay the $1,576,000 remaining balance of the claim (plus any accrued interest) as a subordinated unsecured claim in Class 3.The entire balance due Salamatof will be due and payable not later than Dec. 31, 2021. A copy of the Fifth Amended Plan is available at https://tinyurl.com/y5c9tky5 from Pacermonitor.com at no charge. About Hook Line & Sinker Inc. Hook Line & Sinker, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Alaska Case No. 17-00415). Judge Gary Spraker presides over the case. David H. Bundy, Esq., is the Debtor's bankruptcy counsel. IAC/INTERACTIVECORP: S&P Ups ICR to BB+ on Improved Credit Metrics ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating and issue-level rating on New York City-based media and internet company IAC/InterActiveCorp. to 'BB+' from 'BB.' S&P's '3' recovery rating is unchanged, indicating its expectations for a meaningful recovery in the event of a payment default. The upgrade reflects IAC's improved credit measures and business diversity driven by good revenue growth in most of the company's segments, especially robust revenue and EBITDA growth at Match Group Inc. and ANGI Homeservices Inc. ANGI's profitability improved significantly in 2018, helping the company improve its diversification and lowering its dependence on Match Group. S&P expects ANGI's performance to improve further and contribute more than 25% of the company's total EBITDA in 2019 and 2020. Nevertheless, given Match Group' strong performance and growth trajectory, S&P expects that Match Group will continue to generate the majority of the company's EBITDA and cash flow over the next few years or so. IAC's adjusted EBITDA margin improved to 24% for the 12 months ended Dec. 31, 2018, from 18.4% a year ago and S&P expects it will improve further in 2019 as Match Group benefits from scale and ANGI benefits from previous investments in its market place platform. The company's EBITDA margin improvement and cash flow generation led to a meaningful reduction in net debt leverage. "Our rating on IAC reflects our assessment of its good competitive position and profitability in the online dating and home services marketplace, well-established and strong track record of acquiring and growing e-commerce and online media companies, and history of maintaining high cash balances of over $1 billion and modest debt leverage. Nevertheless, IAC faces a constant threat of change in consumer Internet usage patterns and disruptive innovation by competitors that could affect the long-term growth of its portfolio of companies," S&P said, adding that IAC needs to maintain a strong balance sheet to invest and acquire competitors to sustain its leadership position. S&P said that despite the significant improvement in the EBITDA contribution from ANGI, IAC still has significant revenue and cash flow dependence on Match Group and lacks the scale, diversity, financial resources, and technology capabilities of larger online media and e-commerce peers such as Google, Facebook, and Amazon. The rating agency also believes that IAC competes with a large set of online platforms for consumer's leisure time and that the company's limited dependency on ad revenue partially offsets this ongoing risk. The stable outlook reflects S&P's expectation that IAC will continue to perform well primarily due to double-digit growth at ANGI and Match Group. Additionally, it reflects S&P's view that the company will maintain its net debt leverage below 1.5x due to EBITDA growth and sustained sizable cash balances. "We could lower the rating if IAC faces challenges increasing revenue at ANGI or Match Group due to increasing competition or a change in consumers' appetite for its services. We could also lower the rating if the company's net debt leverage increases above 1.5x due to change in its financial policy driven by large debt-funded acquisitions, a high level of share repurchases or a significant depletion of the company's cash balances," S&P said. "We view an upgrade as unlikely over the next year or two absent a defined conservative financial policy. We could raise the rating if the company establishes a financial policy with a low leverage target and IAC's revenue and EBITDA base continue to diversify with other brands becoming significant EBITDA contributors, separate from Match Group and ANGI Homeservices," S&P said. JAMES CANDY: Union Online Auction of Surplus Equipment Proposed --------------------------------------------------------------- James Candy Co. asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the public sale by online auction of surplus chocolate candy making equipment, at public auction to be conducted by Union Standard Equipment Co. The equipment is identified on the list attached to the Certification of Frank Glaser submitted with the Motion. Frank Glaser, the President of the Debtor, certifies that as part of its business restructuring moving towards reorganization, the Debtor has reevaluated the profitability of continuing the manufacture of chocolate candy in addition to its primary product, salt water taffy. The Debtor makes both product lines at its factory located at the rear of its business premises at 1519 Boardwalk, Atlantic City, New Jersey. In the exercise of sound business judgment, the Debtor has determined that it should no longer manufacture its chocolate candy inventory but can realize greater profit through the sale of chocolate candy purchased from third party vendors. The Debtor has made application for approval of its retention of Union Standard, a firm specializing in the valuation, buying and selling of second-hand confectionery machinery since 1912. As the retention application pleadings reflect, the online auctioneer will seek a commission of 10% from the proceeds of all items sold, looking to each buyer to pay an 18% buyer's premium. The Buyers will be responsible to pay all costs of machinery dismantling, removal, and any associated freight charges. The proposed online auctioneer will conduct the sale using the online platform "bidspotter.com" and will also send out blast emails to that platform's buyers, together with emailing the auctioneer's own customers identiﬁed on its confectionery mailing list. Additionally, the sale will be advertised on various confectionery websites and blogs. Finally, word of mouth will be spread by the proposed auctioneer at the upcoming Professional Manufacturing Confectioners Association trade show in Lancaster, Pennsylvania. The Debtor believes that the proposed public online auction sale of what is now surplus and unnecessary manufacturing equipment is in the best interests of the Debtor, its creditors, and its estate. A copy of the list of the equipment to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/James_Candy_71_Sales.pdf A hearing on the Motion is set for May 7, 2019 at 10:00 a.m. About James Candy Company James Candy Company is a candy company in Atlantic City, New Jersey, offering a wide selection salt water taffy, fudge, and macaroons. James Candy Company, based in Atlantic City, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the petition signed by Frank Glaser, president, the Debtor disclosed $2,756,944 in assets and $3,048,241 in liabilities. The Hon. Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq., at Deiches & Ferschmann, serves as bankruptcy counsel to the Debtor. JOHN COBLE: Harmons Buying Delphi Property for $309K ---------------------------------------------------- John Richard Coble asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the sale of approximately 11.992 acres of farm in Carroll County, Indiana, commonly known as 6106 W. 1000 N., Delphi, Indiana; and the three acres contiguous to the Carroll County Farm containing the Debtor's residence, to Jason James and Krystal Ann Harmon for $308,500, less certain adjustments to be made at closing. Among other real estate, the Debtor owned, before selling two parcels in the bankruptcy proceeding, 147 acres in Carroll County, Indiana ("Carroll County Farm"). The property included approximately 121.72 tillable acres ("Farmland") and 26 non-tillable acres. By order dated Nov. 8, 2018, the Court granted the Debtor's Farmland Motion, and the sale of the Farmland subsequently closed. By order dated Dec. 13, 2018, the Court granted the Debtor's sale of 13.52 acres of the non-tillable land being a primarily wooded area on the northwestern side of the Carroll County Farm ("Wooded Parcel"). The sale on the Wooded Parcel subsequently closed. After these sales, there remains the Subject Parcel. The Subject Parcel is depicted on Exhibit A as properties C and D. The sale of the Farmland, the sale of the Wooded Parcel, and the sale of the Subject Parcel are part of the Debtor's plan for his reorganization substantially along the lines of the Chapter 11 plan it filed on April 4, 2018. The sale of the Subject Parcel is necessary for the Debtor to reduce his debt and its related costs. According to the Debtor's investigation and analysis, the following interests are asserted in the Subject Parcel: a. The Carroll County Treasurer has a secured interest in the Subject Parcel arising from real estate taxes and assessments in an unknown amount that accrued on March 1, 2019 and are payable in 2020 that are secured by a lien on the Subject Parcel. b. For several years, the Debtor borrowed from Lafayette Bank and Trust Co., now known as First Merchants Bank, to fund his farming operations. In that capacity, First Merchants obtained a lien on the Subject Parcel, along with the Farmland and the Wooded Parcel. However, First Merchants has accepted proceeds as payment in full and has no further claim in the proceeding. c. Prepetition, the Debtor also obtained funds to operate his business from Co-Alliance, LLP. On June 15, 2015, the Debtor executed a promissory note in favor of Co-Alliance in the amount of $700,200. The Debtor executed a subsequent promissory note in favor of Co-Alliance in the amount of $1.13 million. As of the Petition Date, the amount owing from the Debtor under his prepetition loan documents with Co-Alliance was approximately $1,196,662. d. Cynthia Fisher previously had a lien on the Subject Parcel, but that lien was transferred to Co-Alliance pursuant to the Settlement proposed in the Motion to Approve Compromise between the Debtor, Co-Alliance, LLP and Cynthia Fisher Pursuant to Federal Rule of Bankruptcy Procedure 9019, which the Court approved on Jan. 23, 2019. There are no other liens on the Subject Parcel. On March 27, 2019, the Buyer and the Debtor executed their Agreement to Purchase Real Estate for the sale of the Subject Parcel and improvements, together with related rights and substantially all of the Debtor's personal property, subject to Bankruptcy Court approval. The Debtor has received no superior offers to purchase the Subject Parcel. The Debtor believes the sale of the Subject Parcel pursuant to the Purchase Agreement is in the best interest of the estate and creditors, and expects the request to proceed without objection. The relevant terms of the Purchase Agreement include the following: a. Pursuant to the Purchase Agreement, the Buyer will purchase the Subject Parcel together with all related appurtenances, rights, privileges, interests, easements and any improvements, structures and fixtures. b. The purchase price that the Buyer will pay the Debtor for the Subject parcel is $308,500, less certain adjustments to be made at closing. The adjustments include for (i) pro-ration of real estate taxes; (ii) costs and expenses related to the title commitment, (iii) one-half of all closing and/or escrow fees charged by title company, (iv) recording costs for releases. c. The Purchase Agreement may terminate if the Buyer does not obtain financing. However, the Buyer has been pre-approved for financing. d. The Buyer will purchase the Subject Parcel as is, where is, and with all faults as of closing, without any representation or warranty as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied, except as specifically set forth in the Purchase Agreement. The Subject Parcel will be conveyed by a DIP deed, free and clear of all restrictions, easements, liens, and encumbrances, except for current real estate taxes. e. The closing is to be determined. f. The Buyer has placed $5,000 in escrow as an earnest money deposit. g. The Purchase Agreement is subject to Bankruptcy Court Approval. The sale price is fair to the estate. The residence portion of the Subject Parcel was appraised in was appraised in July of 2018 at a value of $271,000. This would value the remaining acreage at $3,125 per acre. The Purchase Agreement is a full price offer based on the listing price recommended by the Real Estate Broker. The Debtor also asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Debtor further asks authority to disburse a real estate commission related to the sale in the approximate amount of $18,510 (representing 6% of the sales price) to Schrader Real Estate and Auction Co., Inc. and Jim Hayworth. There is a pending Motion to Employ Real Estate Broker Retroactively that the Debtor believes will be granted prior to the time of the Court's consideration of the Motion. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/John_Coble_329_Sales.pdf John Richard Coble filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 17-40013) on Jan. 14, 2017 and is represented by Samuel Hodson(KS), Esq. -- shodson@taftlaw.com -- at Taft Stettinius & Hollister LLP. JOHN WILEY BRYANT: Court Overrules Objection to Bosco Credit Claim ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas overruled Debtors John Wiley Bryant and Janet Elizabeth Bryant's objection to Claim No. 8 filed by Franklin Credit Management Corporation, as servicer, on behalf of Bosco Credit II Trust Series 2010-1. The Debtors' case-in-chief consisted principally of Mr. Bryant's testimony that he did not agree with the Claim calculation (without giving any specific reasons for his disagreement); and his counsel's unsuccessful attempt to discredit the calculation. But the Debtors failed to produce any evidence having a probative force equal to that of the Claim sufficient to defeat the presumption of validity of the Claim. Hence the Claim is entitled to the presumption of prima facie validity and is allowed as filed. Even assuming -- without finding -- that the Debtors produced sufficient evidence to rebut the presumption of prima facie validity by successfully excluding the allonges/edorsements from the record, Bosco met its burden of showing its right to enforce the Note as a nonholder in possession. The Debtors argue for disallowance because Bosco failed to prove that it "owns" the Note. To recover under the Note, Bosco had to establish only that: (1) the Note exists, (2) the Debtors signed the Note, (3) Bosco is the owner or holder of the Note and (4) a balance is due and owing on the Note. Bosco's evidence satisfied the first, second and fourth requirements. The Debtors also argue that Bosco has failed to support its claim for post-petition interest and attorneys' fees. This objection is premature because the Claim requests payment only of prepetition amounts owed on the Note. A review of the docket shows that Bosco has not filed a motion for allowance of post-petition attorneys' fees under 11 U.S.C. section 506(b). Accordingly, this portion of the Objection is not ripe for ruling. The objection, therefore, is overruled in its entirety and the Claim is allowed as filed. A copy of the Court's Memorandum Opinion dated April 16, 2019 is available at https://tinyurl.com/yxjdl9pq from Pacermonitor.com at no charge. John Wiley Bryant and Janet Elizabeth Bryant filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-30465) on Feb. 6, 2017, and are represented by Keith William Harvey of The Harvey Law Firm. JONES ENERGY: Seeks to Hire Evercore Group as Investment Banker --------------------------------------------------------------- Jones Energy, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Evercore Group LLC as investment banker. The firm will provide these services to the company and its affiliates in connection with their Chapter 11 cases: a. reviewing and analyzing the Debtors' business, operations and financial projections, b. advising and assisting the Debtors in a transaction, if the Debtors determine to undertake such a transaction; c. providing financial advice in developing and implementing a restructuring, which would include: i. assisting the Debtors in developing a restructuring plan or plan of reorganization; ii. advising the Debtors on tactics and strategies for negotiating with various stakeholders regarding the plan; and iii. providing testimony. d. If the Debtors pursue a financing, assist them in structuring and effecting a financing, identifying potential investors, and negotiating with potential investors. e. If the Debtors pursue a sale, assisting the Debtors in structuring and effectuating a sale, identifying interested parties or potential acquirors, advising the Debtors in connection with negotiations with potential interested parties or acquirors, and aiding the Debtors in the consummation of a sale transaction. Evercore will be paid in cash under this fee structure: a. A monthly fee of $150,000, payable on the execution of the employment agreement and first day of each month commencing Aug. 1, until the earlier of the consummation of the restructuring transaction or the termination of Evercore's engagement. Under the agreement, $75,000 per month of the monthly fees actually paid will be credited (without duplication) against any restructuring fee or sale fee payable. b. A fee payable upon the consummation of any restructuring of $6 million. c. A fee in an amount equal to 1% of the aggregate "transaction value," which will be paid promptly upon consumption of any sale. d. A fee payable upon the consummation of any financing and incremental to any restructuring fee or sale fee (subject to the maximum fee as defined below) equal to these applicable percentages: As a Percentage of Financing Financing Gross Proceeds --------- ------------------------ Indebtedness Secured by a First Lien 1.0% Indebtedness Secured by a Second Lien 2.5% Unsecured/Subordinated debt; preferred stock 3.0% Equity or Equity-linked Securities/Obligations (excluding preferred stock) 5.0% The total fees payable to Evercore on account of any restructuring, sale or financing fee will not exceed $12 million. Daniel Aronson, senior managing director of Evercore, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Evercore can be reached through: Daniel Aronson Evercore Group LLC One N. Wacker Drive Chicago, IL 60606 Tel: +1.312.619.4260 About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Jones Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32112) on April 14, 2019. At the time of the filing, the Debtors had total assets of $405,575,000 and liabilities of $1,116,839,000. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Jackson Walker LLP as co-counsel with Kirkland and as conflicts counsel; Evercore Group LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Deloitte Tax LLP as tax restructuring advisor; Baker Botts LLP as special corporate Counsel; and Epiq Corporate Restructuring, LLC as its claims, noticing and solicitation agent. KING'S MOUNTAIN: Obtains Conditional Approval of Plan Disclosures ----------------------------------------------------------------- The Bankruptcy Court has issued an order conditionally approving the disclosure statement in support of King's Mountain Resort, Inc.'s small business chapter 11 plan dated April 26, 2019. The final disclosure statement hearing will be held on May 31, 2019 at 11:00 AM. Objections to disclosure statement are due May 24. The last day for filing a complaint objecting to discharge, if applicable, will not be later than May 31. Under the plan, all secured creditors will be paid with the proceeds from the sale of real estate. Liens will be retained by secured creditors. All priority and general unsecured creditors will be paid the full of the Effective Date of the plan. The Debtor intends to list, market, and sell all real property owed by the Debtor. The Debtor intends to appoint a Broker/Realtor to negotiate with potential buyers. Estimated amount to be paid on effective date of plan, including administrative expenses is $17,900. A copy of the Disclosure Statement dated April 26, 2019 is available at https://tinyurl.com/y63xpwxf from Pacermonitor.com at no charge. About King's Mountain Resort Inc. King's Mountain Resort is a destination for individuals interested in hiking, biking, white water rafting, skiing, hunting, fishing, golfing or just relaxing. King's Mountain Resort sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-70696) on September 21, 2018. In the petition signed by Frank Al Bock, president, the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Jeffery A. Deller presides over the case. The Debtor tapped Corey J. Sacca, Esq., at Bononi & Company, P.C. as its legal counsel. KONA GRILL: May 16 Meeting Set to Form Creditors' Panel ------------------------------------------------------- Andy Vara, United States Trustee, for Region 3, will hold an organizational meeting on May 16, 2019, at 10:00 a.m. in the bankruptcy case of Kona Grill, Inc. The meeting will be held at: The Doubletree Hotel 700 King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Kona Grill Kona Grill, Inc. -- https://www.konagrill.com -- owns and operates 27 casual dining restaurants in 18 states, as well as Puerto Rico, serving contemporary American favorites, sushi, and alcoholic beverages throughout the United States and Puerto Rico. Kona Grill, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No. 19-10953) on April 30, 2019. As of Dec. 31, 2018, the Debtors' total assets is 53,613,000 and total liabilities of $74,049,000. The petition was signed by Christopher J. Wells, chief restructuring officer. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel; Piper Jaffray as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Epiq Corporate Restructuring, LLC as claims and noticing agent. LIGHTFOOT FAMILY: Sets Sales Procedures for Charles Assets ---------------------------------------------------------- Lightfoot Family Enterprises, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Missouri to authorize the sale procedures in connection with the auction sale of (i) all personal property owned by the Debtor and used in operation of its business ("Tangible Assets"), and (ii) its interests in the real estate on which the business is located at 2187 First Capitol Drive, St. Charles, Missouri. LFE has concluded that under the circumstances of the Case and concerning it and its employees, the best course of action is to obtain approval of a sale procedure and potential expense reimbursement thereafter, to obtain approval to sell its assets, including the Tangible Assets and Real Estate, to the winning bidder(s) at an auction conducted pursuant to the sale procedures. LFE proposes, and asks the Court's approval of these procedures: a. On or before April 25, 2019, each party interested in acquisition of the Tangible Assets and/or Real Estate will submit to J. Talbot Sant, Jr., Affinity Law Group, LLC, 1610 Des Peres Road, Suite 100, St. Louis, Missouri 63131 (tsant@affinitylawgrp.com): (i) an executed contract for purchase of the Tangible Assets and/or Real Estate that: indicates whether purchase of either any category of assets is contingent upon purchase of the other category of assets and contains a minimum bid of $700,000 or more for the Real Estate; (ii) proof of financial capacity to close the proposed transaction satisfactory to Debtor and Midwest Regional Bank ("MRB") in their sole discretion, with the Bankruptcy Court to resolve any disagreements between the parties; and (iii) a deposit in the amount of ten percent (10%) of the proposed purchase price (the "Initial Deposit") which deposit will be payable to Debtor and deposited in an interest bearing account at MRB in the name of Debtor. b. On April 26, 2019, LFE, in consultation with MRB, will identify the highest and best bid(s) for the Real Estate and the Tangible Assets and will notify each bidder and Paul Randolph of the United States Trustee’s Office (paul.a.randolph@usdoj.gov) of those determinations. c. On April 29, 2019, LFE, in consultation with MRB, will conduct, at Affinity Law Group, 1610 Des Peres Road, Suite 100, St. Louis, Missouri, an auction sale of the Real Estate and the Tangible Assets and the assumption and assignment of contracts and leases. Each bidder will be required to submit bids in writing in an amount no less than $5,000 in excess of the previously identified highest and best bid(s). At the conclusion of the Auction, LFE will ask the Bankruptcy Court to approve the sale of the Tangible Assets and the Real Estate (and the assumption and assignment of each identified executory contract or unexpired lease to the Winning Bidder(s)) free and clear of all interests, including liens, claims and encumbrances, with same to attach to the proceeds of sale. d. If a winning bidder fails to pay the bid amount in cash within 48 hours of the conclusion of the Auction, (i) such Bidder's Initial Deposit will be retained by LFE as liquidated damages and LFE will promptly pay said liquidated damages to MRB as payment on the debt owed to MRB; and (ii) the next highest bidder at the Auction will be deemed the new Winning Bidder as to such assets and will close acquisition of the assets in accordance with its last bid at the Auction within 48 hours of notification that it is the new Winning Bidder. Except for any failure to pay the winning bid, deposits will be returned to non-winning bidders. LFE asks that the Court authorizes the sales of the Real Estate and Tangible Assets and the assumption and assignment of any designated unexpired leases and executory contracts pursuant to Sections 363 of the Bankruptcy Code free and clear of all interests, including liens, encumbrances, claims, with such interests including liens, claims, and encumbrances to attach to the sale proceeds. LFE has determined that, in its business judgment, sale of the Tangible Assets and Real Estate as proposed are in the best interests of LFE's Bankruptcy Estate and employees, as such sale would maximize the return to creditors and potentially preserve jobs of the Debtor's employees. LFE further asks authorization from the Court to pay from the proceeds of sale: (a) all fees due the United States Trustee's Office as of the date of sale; with the remaining balance payable to (b) MRB up to the outstanding balance on its loan to the Debtor; and (c) such additional distributions as the Court may allow upon further motion and after notice and hearing. It is in the best interests of LFE's Bankruptcy Estate and creditors thereof for the proposed sale procedures and potential expense reimbursement, modified as may be necessary and appropriate prior to hearing, be considered and approved on an expedited basis so that the procedures can be implemented and an auction sale conducted and the sale(s) of assets consummated as soon as possible so that the Bankruptcy Estate can be administered and closed expeditiously to cease incurrence of expenses that deplete distributions to creditors. The Debtor respectfully asks entry of an Order: (i) setting a hearing on the proposed sale procedures on an expedited basis on April 9, 2019, 2019 at 10:00 a.m.; (ii) approving, on an expedited basis, the sale procedures as set forth in the Motion (as may be modified prior to, or at the hearing); (iii) setting a telephonic hearing on May 2, 2019 at 10:30 a.m. to approve the sale(s) of the Real Estate and Tangible Assets to the Winning Bidder(s) and authorizing LFE to assume and assign any executory contracts or unexpired leases the Winning Bidder(s) designated as assigned contracts and leases free and clear of all interests, including liens, encumbrances, claims, security interests of whatever kind or nature; and to make the distributions requested. About Lightfoot Family Enterprises Lightfoot Family Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 19-41576) on March 18, 2019. The case is assigned to Judge Charles E. Rendlen III. Affinity Law Group is the Debtor's bankruptcy counsel. LIQUI-BOX HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to Liqui-Box Holdings, Inc., including a B2 Corporate Family Rating and a B3-PD Probability of Default Rating. The outlook is stable. The proceeds from the new facilities will be used to finance the acquisition of DS Smith Plc's plastics division and to refinance existing debt. Assignments: Issuer: Liqui-Box Holdings, Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B2 Backed Senior Secured Term Loan, Assigned B2 (LGD3) Backed Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Liqui-Box Holdings, Inc. Outlook, Assigned Stable The ratings are subject to the transaction closing as proposed and the receipt and review of the final documentation. RATINGS RATIONALE The B2 corporate family rating reflects the high pro forma leverage, the integration and operating risk inherent in the DS Smith acquisition, and the concentration of sales. Pro forma leverage is well over 6.0 times for the 12 months ended December 31, 2018. The DS Smith acquisition more than triples the company's revenue and adds significant exposure outside North America (where Liqui-Box previously had limited exposure). The company also has a concentration of sales with certain customers, in certain cyclical industries and in carbonated soft drinks. The rating also assumes Liqui-Box will assume only $3 million of DS Smith's $80 million pension liability and reduce the accounts receivable securitization program as well. DS Smith operates in mostly the same industry segments as Liqui-Box (bag in box and dispensing solutions, fitments and resusable plastic packaging), but primarily serves the Europe market. The acquisition will more than triple Liqui-Box's sales and significantly increase its international sales. Weaknesses in Liqui-Box's pro forma credit profile include a high concentration of sales, 90-day lags in raw material cost pass throughs and some exposure to cyclical end markets. The company also has a concentration of sales with approximately one quarter of sales generated by the top ten customers. Additionally, the company has a concentration of sales in cyclical industries with approximately 20% of revenue generated from industrial, construction, logistics and graphics end markets. Moreover, approximately 70% of sales are generated from quick service restaurants. Approximately 30% of sales lack contractual cost pass through mechanisms and are subject to market pricing. Additionally, lags are lengthy for the business with cost pass throughs and costs other than raw materials are not passed through. The revenue base is also considered small by Moody's methodology with pro forma sales of approximately $655 million. Strengths in Liqui-Box's pro forma credit profile include significant exposure to relatively stable end markets, significant portion of business under long term contract with raw material cost pass throughs and its "razor/razor blade" model which accounts for approximately half of revenue. Approximately 56% of pro forma sales generated from food and beverage and approximately 5% of sales generated from pharmaceuticals. Approximately 70% of sales are under long-term contracts with contractual cost pass through provisions. Liqui-Box benefits from an installed base of packaging equipment that utilizes its packaging materials in the flexibles segment for bag-in-box products. When customers lease the equipment, there is typically a two to three year supply contract associated with the lease that requires the the purchase Liqui-Box's bags, but the equipment can be modified to use other manufacurers bags. The average tenure of the top ten customers is approximately 15 years and includes many well known brand names. Moody's could upgrade the rating if the company is able to sustainably improve credit metrics within the context of a stable operating and competitive environment and maintains good liquidity. Specifically, ratings could be upgraded if: - Debt to EBITDA declined to below 5.0 times - Funds from operations to debt maintained at above 11.0% - EBITDA to interest expense coverage improves to over 3.5 times Moody's could downgrade the company's rating if credit metrics weaken, liquidity deteriorates and/or the operating and competitive environment changes. Acquisitions entailing significant financial or integration risk could also jeopardize the rating. Specifically, the ratings or outlook could be downgraded if: - Debt to EBITDA remained above 5.5 times - EBITDA interest coverage remains below 2.8 times - Funds from operations to debt remains below 9.0% Liqui-Box's adequate liquidity encompasses an expectation of positive free cash flow over the next 12 months and good back up liquidity from the proposed $75 million revolver. The proposed revolving credit facility of $75 million expires in 2024 and is expected to be undrawn at close. The only financial covenant is total net leverage covenant which is expected to be set at 7.5 times. The company is expected to good cushion under this covenant over the next 12 months. The company experiences modest seasonality in the second and third calendar quarters. Term loan amortization is expected to be set at 1.0% annually ($5.3 million) and the facility is expected to have an excess cash flow sweep. Most assets are fully encumbered by the secured debt leaving little in the way of alternate liquidity. The nearest significant debt maturity is the $75 million revolver in 2024. Headquartered in Richmond, Virginia, Liqui-Box is a manufacturer of liquid packaging. Approximately 60% of pro forma sales are generated from its flexibles segment which includes bags, fitments and filling equipment. This predominantly serves food and beverage end markets. Approximately 40% of pro forma sales are generated by the reusables segment which includes foam products, extruded products and reusable crates for items such as beer and soft drinks. Liqui-Box operates 10 manufacturing plants located in the United States, 19 in Europe, two in Asia, one in Africa and one in New Zealand. The company generates approximately two-thirds of EBITDA in the United States and the remainder of its EBITDA internationally. Pro forma revenue for the twelve months ended December 31, 2018 was approximately $656 million. MABVAX THERAPEUTICS: BioNTech Research Buying All Business Assets ----------------------------------------------------------------- MabVax Therapeutics Holdings, Inc., and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of its proposed bidding procedures in connection with the sale of substantially all business assets, including assets related to the development of therapeutic antibodies and CAR-Ts, to BioNTech Research and Development, Inc. By the Sale Motion, the Debtors ask, among other things, to (a) sell the Purchased Assets, and (b) assume and assign certain executory contracts and unexpired leases to the Successful Bidder free and clear of liens, claims, encumbrances and other interests. An Asset Purchase Agreement, dated as of March 20, 2019, has been entered into between the Debtors and the Stalking Horse Bidder to sell the Purchased Assets. On April 8, 2019, the Court entered the Bidding Procedures Order approving the Bidding Procedures as set forth in the Sale Motion, which set the key dates and times related to the sale of the Purchased Assets. A copy of the Bidding Procedures Order and the Bidding Procedures can be obtained by contacting Jason Gibson (gibson@teamrosner.com), at The Rosner Law Group LLC, 824 N. Market Street, Suite 810, Wilmington, DE 19801. Pursuant to the terms of the Bidding Procedures, Bids for the Purchased Assets will be accepted until April 26, 2019 at 12:00 p.m. (PT). A Bid received from a Bidder by the Bid Deadline that meets the requirements of the Bidding Procedures will constitute a Qualified Bid. If more than one Qualified Bid is received by the Bid Deadline, the Debtors will hold an Auction on May 1, 2019 at 10:00 a.m. (ET) at the offices of The Rosner Law Group LLC, 824 N. Market Street, Suite 810, Wilmington, DE 19801. Only the Debtors, the Stalking Horse Bidders, any other Qualified Bidders who have submitted Qualified Bids, and creditors of the Debtors and their representatives and the counsel may attend the Auction (such attendance to be in person). The Debtors will file and serve a Notice of the Successful Bid and Successful Bidder no later than one business day after the close of the Auction, if an Auction is held, or no later than one business day after the Bid Deadline, if no Auction is held. The Notice of the Successful Bid and Successful Bidder may be requested from the counsel to the Debtors, Jason Gibson (gibson@teamrosner.com), at The Rosner Law Group LLC, 824 N. Market Street, Suite 810, Wilmington, DE 19801 (302-319-6302). A hearing on the Sale Hearing is set for May 6, 2019 at 10:00 a.m. (ET). The objection deadline is April 29, 2019 at 4:00 p.m. (ET). The Auction Process Objection is set for May 2, 2019 at 11:00 a.m. (ET). About MabVax Therapeutics MabVax -- https://www.mabvax.com/ -- is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer. Its lead clinical development candidate, HuMab-5B1, is a fully human IgG1 monoclonal antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on CA19-9. CA19-9 is expressed in over 90% of pancreatic cancer (PDAC) and in other diseases including small cell lung, colon and other GI cancers. MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics, Inc., each filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10603 and 19-10604, respectively) on March 21, 2019. At the time of filing, MabVax Therapeutics Holdings estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. MabVax Therapeutics, Inc., estimated up to $50,000 in assets and liabilities. Jason A. Gibson, Esq., at the Rosner Law Group LLC, represents the Debtors as bankruptcy counsel. MAC CHURCHILL: Release, Injunction Provisions Added in Latest Plan ------------------------------------------------------------------ Mac Churchill, Inc., d/b/a Mac Churchill Acura, filed with the U.S. Bankruptcy Court for the Northern District of Texas an amended disclosure statement in support of its chapter 11 plan of liquidation. This latest filing provides release, injunction, and related provisions. The consideration provided for the Third-Party Releases and the mechanism by which Holders of Claims and Interests who are impaired under the Plan choose to consent to such releases satisfy the requirements for third party releases and are consistent with recent chapter 11 cases. First and foremost, both Mac Churchill individually and the Debtor's affiliate Auto Mall have provided significant new value to the Estate and funding for the Plan in exchange for the Third-Party Releases. Without the consideration provided by both Mac Churchill individually and Auto Mall, the proposed Plan would be impossible and there would be no distribution left for unsecured creditors or Unknown Insurance Reserve Claimants. Specifically, Mac Churchill contributed significant new value to the Debtor and its Estate by pledging a certain ownership interest in Mac Churchill Properties North, Ltd. to Ally, who drew down on the funds received from such ownership interest and the excess funds in the approximate amount of $1,000,000 remained in the Estate for the benefit of its creditors. Without these funds, the Debtor's Estate would already be insolvent and there would be no distribution on behalf of the remaining Claims. Auto Mall, as additional consideration for the Third-Party Releases, has agreed to fund the Plan in an amount of up to $200,000 that will be contributed to the Insurance Reserve Fund to pay those Unknown Insurance Reserve Claimants who cancel their Service Contracts. Without this contribution, there would be no means to implement the Insurance Reserve Fund and those Unknown Insurance Reserve Claimants who cancel their Service Contracts would receive no recovery. Accordingly, the Plan as proposed not only resolves the Debtor's disputes with American Financial, but also allocates sizeable funding for Unknown Insurance Reserve Claimants for when those individuals cancel their Service Contracts. The Plan as proposed likely will provide a small recovery to general unsecured creditors as well. Without the contributions of both Mac Churchill and Auto Mall, the Plan would not be funded and all such Claims would be extinguished without payment. Finally, as additional consideration for the Third Party Releases, all impaired Holders of Claims and Interests, irrespective of whether they are entitled to vote on the Plan, will receive a solicitation package which will include materials allowing such holders to affirmatively consent to the Third Party Releases by choosing not to opt out via a form that can either be mailed, emailed, or hand-delivered to the Debtor. The opt-out mechanism and the consideration for the Third-Party Releases is consistent with chapter 11 plans confirmed within the Fifth Circuit. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/yxs22f6s from Pacermonitor.com at no charge. About Mac Churchill Mac Churchill, Inc., doing business as Mac Churchill Acura -- https://www.macchurchill.com/ -- is a family-owned and operated dealership offering new and pre-owned vehicles. The company serves Denton, Arlington, Dallas, Irving, and Grapevine drivers from its Fort Worth, Texas location. Mac Churchill also provides a number of complimentary services, including a first-time oil change for new car buyers, shuttle transportation within five miles, and a loaner vehicle for repairs over two hours. Mac Churchill, Inc., sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-41988) on May 21, 2018. In the petition signed by Mac N. Churchill, president, the Debtor estimated assets and liabilities in the range of $10 million to $50 million. Judge Mark X. Mullin is assigned to the case. The Debtor tapped John Y. Bonds, III, Esq., Joshua N. Eppich, Esq., and Brandon J. Tittle, Esq., at Bonds Ellis Eppich Schafer Jones LLP, as counsel. Kelley Hart & Hallman, LLP as the Debtor's special litigation counsel. MANUEL BABILONIA: Has No Obligation to Tender Properties to BPPR ---------------------------------------------------------------- Bankruptcy Judge Brian K. Tester addressed the Stipulation for Treatment of BPPR's Claims under Debtors' Plans of Reorganization filed jointly by Banco Popular de Puerto Rico, Debtors Manuel M. Babilonia Santiago and Mirta Cortes and Motel Tropical, Inc. The Court also addressed Banco Popular's Motion to Inform Debtors' Default Under Stipulation for Treatment of BPPR's Claims Under Debtors’ Plans of Reorganization. The Stipulation, which was incorporated by the terms of the Plan, and which this court finds is valid and legally binding to the parties, terminated once the Plan was confirmed. Hence, Debtors were no longer bound by the terms and provisions of the Stipulation. The Debtors maintained the properties and paid the monthly installments. Because the Debtors complied with the terms of the Stipulation up until the confirmation date, there is no event of default. The Debtors failed to sell the properties, but the Stipulation provided for the properties to be tendered free of all claims and liens unless Banco Popular sought the transfer of title through an order and writ. The court finds that Banco Popular's liens were extinguished upon the confirmation of the Plan. As such, the Debtors do not have to tender the properties to Banco Popular. Since the Stipulation confirmed through the Plan is binding and enforceable on the signatory parties, they must all abide by the terms and provisions established. A copy of the Court's Opinion and Order dated April 17, 2019 is available at https://tinyurl.com/y39u5b2l from Pacermonitor.com at no charge. Manuel M. Babilonia-Santiago and Mirta Cortes manage a motel business which is incorporated and doing business as Motel Tropical Inc., a related entity that filed for relief on Feb. 11, 2016 (Bankr. D.P.R. Case No. 16-00966). There is also another related entity which filed for protection B & D Enterprises S.E. (Bankr. D.P.R. Case No. 16-00978). Ms. Cortes presently rents out her home under the Home Away programs. In it personal capacity Mr. Babilonia also has a Hostel comprising of six rooms which are rented on short term basis. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-01148) on Feb. 18, 2016. MCMAHAN-CLEMIS INSTITUTE: June 19 Plan Confirmation Hearing ----------------------------------------------------------- The hearing to consider approval of the disclosure statement and confirmation of the chapter 11 plan of McMahan-Clemis Institute of Otolaryngology, S.C., will be on June 19, 2019 at 10:00 a.m. June 12, 2019 is the last day for filing written objections to the adequacy of the disclosure statement, and the last day for filing written acceptances or rejections of the plan. About McMahan-Clemis Institute of Otolaryngology S.C. McMahan-Clemis Institute of Otolaryngology, S.C., d/b/a Physician's Hearing Aid Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-17563) on June 20, 2018. In the petition signed by John T. McMahan, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Lashonda A. Hunt oversees the case. The Debtor is represented by Gregory K. Stern, P.C. MOUNTAIN DUE: June 17 Plan Confirmation Hearing ----------------------------------------------- The Bankruptcy Court has issued an order approving the second amended disclosure statement explaining Mountain Due, LLC, d/b/a The Melting Pot Bethlehem's plan of reorganization dated April 26, 2019, and scheduled the hearing to consider confirmation of the Plan for June 17, 2019 at 11:00 AM. Last day to object to confirmation is June 13. The latest plan modifies the treatment of Firstrust Bank's secured claim in Class 3. The collateral securing the Class 3 claim is valued at $500,000 for the purpose of the plan. The value of the class 3 claim is therefore reduced to $500,000. The deficiency remaining in the approximate amount of $272,000 will be treated in Class 1 as a general unsecured claim. In exchange for this Class 3 treatment, Firstrust Bank agrees to vote its Class 3 and Class 1 claims in favor of the plan. The Class 3 secured claim will be paid upon 15-year principal amortization with interest accruing at a fixed rate of 6.5% per annum. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/yyaos9va from Pacermonitor.com at no charge. About Bux Due and affiliates Bux Due, Philly Due and Mountain Due are three separate melting pot restaurants where guests can enjoy several fondue cooking styles and a variety of unique entrees, salads, and desserts. LV Gaucho is a steakhouse restaurant located in Allentown, Pennsylvania. Mountain Due, Inc., d/b/a The Melting Pot Warrington, and its affiliates, Bux Due, Inc., LV Gaucho, Inc., and Philly Due, Inc., filed Chapter 11 bankruptcy petitions (Bankr. E.D. Pa. Lead Case No. 18-14420) on July 2, 2018. The cases are jointly administered. In the petitions signed by Charles LaRosa, their president, each Debtor estimated assets of less than $500,000 and liabilities of $1 million to $5 million. Judge Richard E. Fehling presides over the case. The Debtors tapped Ciardi Ciardi & Astin as their legal counsel. NORTHERN BOULEVARD: Selling All Assets to Respect Auto for $800K ---------------------------------------------------------------- Northern Boulevard Automall, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the bid procedures in connection with the auction sale of substantially all assets to Respect Auto Queens I, LLC, or its designee for $800,000, cash, free and clear of liens, claims, interests, and encumbrances, subject to higher and better bids. After considering available options within the context of the current status of its operations, the Debtor determined in its business judgment to conduct a competitive bid-and sale process for the orderly sale of all or substantially all assets, including the Dealership, and transition of its Dealership to a new ownership group. After extensive and arms-length negotiations, the Debtor negotiated a Term Sheet to sell the Assets and transition the Dealership to Respect pursuant to preliminary terms and conditions identified in the Term Sheet. The terms and conditions identified in the Term Sheet and the to-be-finalized buy-sell agreement between Respect and the Debtor are subject to higher and better bids at an auction. However, to induce Respect to serve as the "stalking horse" bidder in the Court-approved sale process, the Debtor has agreed to certain bid procedures and protections, including a "break-up" fee. Under the Motion, the Debtor ask Court approval of the sale procedures, sale, and bid protections as set forth therein. The Debtor, a New York limited liability company, owns and operates a Volkswagen vehicle franchise pursuant to a franchise agreement by and between the Debtor and Volkswagen of America, Inc., the manufacturer. The Dealership is located at 56-15 Northern Boulevard, Woodside, New York, and 54-20 Broadway, Woodside, New York ("Service Department"), and operates under the name "Long Island City Volkswagen." The Debtor sells and services new and used vehicles from the Premises. The Debtor also stores new vehicles at 40-22 College Point Blvd, Flushing, New York ("New Vehicle Lot"). Since it began operations, the Debtor has occupied the Showroom, as tenant, with 142 North LLC, as the lessor. The Debtor also occupies the Service Center, as a tenant, with 54 Bway LLC, as the lessor. One of the Debtor's members, Spyro Avdoulos, owns and or controls the Landlords of the Premises. The Landlords and Mr. Avdoulos have represented to the Debtor and the Court that they will cooperate with the Debtor's sale efforts in all reasonable respects and that they will entertain all lease offers from Qualified Bidders provided the offers are for fair market rent for the Premises. Prospective purchasers who desire to maintain the dealership at the same Premises, should submit their offers/bids with the market rent they are willing to pay for the Premises. The Bid Procedures provide for this requirement. There may be an opportunity for the assumption/assignment of existing leases for the Premises in which event, the Debtor will discuss any cure amounts with prospective purchasers. The Debtor leases the New Vehicle Lot from MP Flushing, LLC. Upon information and belief, the Debtor is currently occupying the New Vehicle Lot on a month-to-month basis under which it is required to pay $7,500 per month (approximately $100/mo. per car). In 2016, the Debtor and VCI entered into certain loan documents contemporaneously with the commencement of the Dealership's operations. Under the VCI Loan Documents, VCI asserts that it provided financing that allowed the Debtor to purchase new and used vehicles necessary to operate the Dealership. VCI asserts a first priority security interest in all of the Debtor's assets and filed a Form UCC-1 financing statement to perfect that security interest. VCI asserts that as of March 7, 2019, the Debtor is obligated to VCI under the VCI Loan Documents in the approximate sum of approximately $7 million with approximately $900,000 of said obligation alleged to be "out of trust." The Debtor is in the process of reviewing the Loan Documents and determining the extent, validity and priority of the VCI Debt and liens. Absent the sale of the Debtor's Dealership Assets, it is unlikely that the Debtor will be able to create sufficient revenue to repay VCI and other debts in a reasonable time. No further purpose can be served in maintaining the Debtor's operations for a prolonged period and incurring the extra cost and expense of seeking to reorganize the Debtor's business pursuant to a confirmed chapter 11 plan of reorganization. The Debtor strongly believes that the Debtor's Dealership and related assets must be sold as quickly as possible in order to preserve the value of existing assets. Bids must not contain any financing contingencies. The Debtor asks entry of the Bid Procedures Order: (a) approving the bidding procedures, inclusive of the overbid and break-up fee protections set forth therein for the Stalking Horse Bidder to facilitate the orderly sale of substantially all of the Assets; (b) approving the form and manner of notice of the hearing to approve the Sale; (c) subject to modification as necessary, fixing certain dates and deadlines relating to the Bid Procedures, the auction, the Sale Hearing, and filing of certain related objections: i. Good-Faith Deposit Deadline for the Stalking-Horse Bidder: 3:00 p.m. (EST) on April 15, 2019, as the deadline by which the Stalking-Horse Bidder will pay the $80,000 good-faith deposit. ii. APA Filing Deadline for the Stalking-Horse Bidder: April 12, 2019; iii. Assumption and Assignment Notice Deadline: April 24, 2019, as the deadline by which the Debtor will file with the Court a notice identifying the proposed cure amounts for all unexpired leases and executory contracts; iv. Bid Deadline: 4:00 p.m. (EST) on May (TBD), 2019; v. Auction: 10:00 a.m. (EST) on May [4-5 days after the date in (iv)] , 2019, as the date on which an auction for the Assets, if one is necessary, will commence at the Spence Law Office, P.C., 55 Lumber Road, Suite 5, Roslyn, New York 11576; vi. Sale Objection Deadline: 4:00 p.m. (EST) on May [1 day after date in (v)), 2019; vii. Objections to Cure Amounts: 4:00 p.m. (EST) on May [same date as in (vi)], 2019; and viii. Sale Hearing: May [7 days after date in (vii)], 2019, or such other date selected by the Court on which the Sale Hearing will be held in the United States Bankruptcy Court; and (d) granting related relief. Moreover, the Bid Procedures require that each initial Competing Bid is required to be in an amount not less than $850,000 (comprised of the Respect proposed purchase price, plus the initial overbid in the amount of $50,000) with bidding increments of $25,000 thereafter. Further, the Debtor asks entry of an order, approving (a) the sale of substantially all of the Assets free and clear of all liens, claims, encumbrances, and interests, together or in one or more asset packages, and (b) the assumption and assignment of certain executory contracts and unexpired leases related to and utilized in connection with the Assets to either (x) the Stalking Horse Bidder or (y) the Qualified Bidder who submits the highest or best bid in accordance with the Bid Procedures. By April 24, 2019, which is well enough in advance of the proposed Sale hearing, the Debtor will file with the Court and serve on each non-debtor party to an executory contract or unexpired lease a notice setting forth the amount of cure owed thereunder according to the Debtor's books and records. The Cure Amount Objection Deadline is seven days prior to the Sale Hearing. The Debtor and its professionals have analyzed the Debtor's circumstances and have discussed them with various interested parties, including VCI, and VWoA, and the Debtor's management and members, and have decided that the prompt sale of the Dealership and its assets is in the best interests of creditors and the estate. Finally, the Debtor asks that the Court eliminates the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the Agreement and the Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Northern_Boulevard_38_Sales.pdf About Northern Boulevard Automall Northern Boulevard Automall, LLC, which conducts business under the name Long Island City Volkswagen, is a dealer of new and used Volkswagen vehicles in Woodside, New York. It also offers Volkswagen service parts, accessories, and provides repair services. Northern Boulevard Automall sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41348) on March 7, 2019. At the time of the filing, the Debtor disclosed $5,851,178 in assets and $9,008,267 in liabilities. The case is assigned to Judge Nancy Hershey Lord. Spence Law Office, P.C., is the Debtor's counsel. Richard J. McCord, Esq., was appointed as Chapter 11 Trustee. NORVIEW BUILDERS: $950K Sale of Plainfield Property to NWB Approved ------------------------------------------------------------------- Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Norview Builders, Inc.'s sale of the real estate located at 24205 W. Lockport, Plainfield, Illinois to NWB Plainfield Real-Estate, LLC, for $950,000. The Lockport Property is transferred to the Purchaser "as is, where is" to the extent provided in the Sale Agreement upon and as of the Closing. The sale is free and clear of all interests, liens, claims and encumbrances of any kind or nature whatsoever. All Liens and Claims will attach solely to the proceeds of the Sale. The automatic stay under section 362 of the Bankruptcy Code is vacated and modified to the extent necessary to implement the terms and provisions of the Sale Agreement and the provisions of the Order. Pursuant to Bankruptcy Rules 9014 and 6004(h), the Order will be effective immediately upon entry and the Debtor and the Purchaser are authorized to close the sale in accordance with the Sale Agreement. The sale to Purchaser is subject to the Debtor's obligation to maximize the value of the Lockport Property for the benefit of his creditors and thus the Debtor may accept a higher and better offer for the Lockport Property to the extent one is received and may take any steps deemed necessary to maximize the value of the Lockport Property. The Court finds that notice of the Motion is appropriate under the circumstances and that no further notice is required. About Norview Builders Norview Builders, Inc., based in Oak Lawn, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-01825) on Jan. 22, 2018. In the petition signed by Brenda P. O'Sullivan, president, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Jacqueline P. Cox oversees the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., serves as bankruptcy counsel. OMNIA PARTNERS: S&P Affirms 'B' ICR on Dividend Recap ----------------------------------------------------- S&P Global Ratings affirmed all its ratings on Franklin, Tenn.-based group purchasing organization OMNIA Partners, Inc., which is issuing a $160 million add-on to its first-lien term loan and a $46 million add-on to its second-lien term loan to partially fund a $225 million dividend. S&P affirmed the 'B' issuer credit rating, the 'B' issue-level rating and '3' recovery rating (rounded estimate: 65%) on the first-lien credit facilities, and the 'CCC+' issue-level rating and '6' recovery rating (rounded estimate: 0%) on the second-lien term loan. "Despite the very high debt leverage following the dividend payment, our rating affirmation reflects our expectation for rapid deleveraging. We expect OMNIA's leverage to decline to the mid-7x area by the end of fiscal 2019 and below 7x in fiscal 2020, from nearly 9x pro forma for the transaction," S&P said. High-single-digit organic growth as OMNIA continues to penetrate the state and local government and educational institution (SLED) spending sector, incremental revenue from notable new business wins signed in early 2019, and very high revenue to EBITDA cash conversion are the key drivers of leverage reduction, according to S&P. However, given the aggressive financial risk tolerance of OMNIA's financial sponsors, the rating agency expects leverage to be sustained around 7x. The stable outlook reflects S&P's expectation that continued organic growth in the high-single digits, EBITDA margin expansion due to high operating leverage on its staff and overhead costs, as well as a lack of any further debt-funded distributions in the near term will support rapid deleveraging to below 7x by fiscal 2020. The outlook also reflects the rating agency's expectation that OMNIA will generate FOCF of $20 million to $25 million over the next 12 months. "We could lower our ratings on OMNIA should the company pursue further debt-financed shareholder distributions, or experience a loss of key suppliers or customers, causing S&P-calculated leverage to remain at or above 7.5x for a sustained period, or FOCF to debt fail to improve from the low- to mid-single-digit area," S&P said, adding that it could also lower its ratings should organic revenue growth decline from the current high single-digit range and margins fail to expand in-line with expectations such that the rating agency no longer believes the favorable business profile and growth prospects would offset elevated leverage. "An upgrade is unlikely given OMNIA's sponsor ownership and recent aggressive financial policy decisions, which results in our expectation of leverage staying at around 7x for the foreseeable future. That said, an upgrade would be predicated on the company committing to a more conservative financial policy as well as demonstrating organic growth and EBITDA margin expansion above expectations such that adjusted leverage declines below 5x on a sustained basis," S&P said. PEARL CITY GARAGE: Auction of Waste Water Anodizing Line Proposed ----------------------------------------------------------------- Pearl City Garage, Inc., asks the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the sale of waste water anodizing line and customer list free and clear of all liens and encumbrances, at an absolute auction. In its ordinary course of business, the Debtor has lost its lease for the property housing the waste water anodizing line. The Debtor is responsible for moving the anodizing line out of the property. Debtor proposes selling its waste water anodizing line at an auction planned to take place on May 16, 2019. The sale is an effort to avoid the need for it to pay for the cost of moving and storing the waste water anodizing line pending a sale. Northwest Bank & Trust and On Deck Capital are the secured creditors for the waste water anodizing line as is set forth: a. Northwest Bank & Trust has a security interest in the Debtor's Equipment and customer list by virtue of Security Agreement dated April 11, 2016. The security interest is perfected by the Bank's filing of its UCC-1 E16026244-0 filed on the 11th day of April 2016. b. On Deck Capital has a second security interest in the Debtor's Equipment and customer list by virtue of a Security Agreement dated Oct. 25, 2017. The security interest is perfected by the filing of the UCC-1 X17032401-6 filed on the 26th day of October 2017. The Debtor's counsel has consulted with Joe B. Slavens, President and CEO of Northwest Bank and has been advised that the Bank consents to the sale of the anodizing line and associated customer list free and clear of the liens of the Bank with the lien of the Bank to extend to the proceeds. The counsel has spoken with Christine Levi, bankruptcy paralegal for On Deck Capital, and has been advised that On Deck Capital consents to the sale of the anodizing line and associated customer list free and clear of the liens of On Deck Capital with the lien of On Deck Capital to extend to the proceeds. The Debtor proposes selling the waste water anodizing line at an absolute auction, with all net proceeds remaining after payment of auctioneer’s commission and costs to be paid to the secured creditors in the order of the priority of their liens: first to Northwest Bank & Trust to the extent of its debt, with the excess, if any, net proceeds to be paid to On Deck Capital. The sale of the property is in the best interests of creditors as it will allow the Debtor to avoid paying to remove the equipment and store it pending sale. In addition, selling it now will allow the Auctioneer to show the equipment in working order that should increase the sale price of the equipment versus having it removed with the prospective purchasers not being able to see it working before bidding. About Pearl City Garage Pearl City Garage, Inc., is a factory engaged in the business of painting and anodizing metal parts in Muscatine, Iowa. Pearl City Garage filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 19-00221) on Feb. 7, 2019. The case has been assigned to Judge Anita L. Shodeen. The Debtor is represented by Joseph A. Peiffer, Esq., at AG & Business Legal Strategies. PERILLON SOFTWARE: Lisam Buying All Business Assets for $5 Million ------------------------------------------------------------------ Perillon Software, Inc., asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the private sale of substantially all business assets, including but not limited to equipment, records, fixtures, intellectual property, and certain contracts and leases, all as more fully described in the Asset Purchase Agreement, to Lisam Safety, Inc. for a cash purchase price of $5 million. Pending approval of the Court, the Debtor has accepted an offer from the Buyer to purchase the Assets for a cash purchase price of $2.5 million. In addition, the Purchase Agreement provides for earn-out provisions, which could produce a total purchase price in the amount of $5 million. The specific conditions under which the earn-out provisions are to be made and set forth in Section 1.3 of the Purchase Agreement. The cash portion ofthe Purchase Price is to be paid as follows: (i) $50,000 paid as a deposit with the Purchase Agreement; (ii) $2.25 million paid at the date of the closing; and (iii) $200,000 to be deposited with an escrow agent to be held for a period ending May 31, 2020 (assuming no unresolved claims are pending on that date), in order to secured the performance of the Debtor's obligations under the Purchase Agreement. The sale will take place at the date and time specified in the Purchase Agreement, or within 14 days from the entry of an Order ofthe Court approving the sale. The proposed Buyer has paid a deposit in the sum of $50,000. The terms ofthe proposed sale are more particularly described in the Trustee's Motion For Authority To Sell Assets Free And Clear By Private Sale and to Assume Certain Executory Contracts in Connection Therewith filed with the Court on April 1, 2019, and a written Asset Purchase Agreement dated April 1, 2019, which is 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 net proceeds of the sale, to the same extent and to the same order of priority as such liens, claims and encumbrances attached to the Property. A hearing on the Motion is set for May 17, 2019 at 10:00 a.m. The objection deadline is May 9, 2019 at 4:30 p.m. Through the Notice, higher offers for the Property are hereby solicited. Any higher offer must exceed the Sale Price by at least 5% (i.e., the Cash Portion of any such higher offer must be in an amount not less than $2,625,000) and must be accompanied by: (1) a cash deposit of $52,500 made payable to the order of Madoff & Khoury LLP, as the counsel for the Debtor; and (2) sufficient evidence of the offerors financial ability to consummate the sale. In order for any higher offer to be considered, the higher offer must be filed with the Court and served upon the undersigned by the Objection Deadline, and the Bid Deposit must be submitted to the undersigned by the same date. Any unsuccessful bidder will receive the return of its deposit. Higher offers must be on the same terms and conditions provided in the Sale Agreement, other than the purchase price. The deposit will be forfeited to the estate if the successful purchaser fails to complete the sale by the date ordered by the Court. If the sale is not completed by the Purchaser approved by the Court, the Court, without further hearing, may approve the sale of the Property to the next higher bidder. About Perillon Software Founded in 2005, Perillon Software Inc. -- http://www.perillon.com/ -- offers a full suite of software for environmental management, health and safety, and enterprise risk built on its flexible cloud platform. The Company's customers include utilities, pipelines, refineries, automotive manufacturers, construction firms, food processing companies, cement companies, and more. Perillon Software filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-40446) on March 22, 2019. In the petition signed by CEO Bardwell C. Salmon, the Debtor disclosed $4,077,880 in assets and $8,348,791 in liabilities. The Hon. Elizabeth D. Katz oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtor's counsel. PERSONAL AUTOMOTIVE: Mendez Buying All Assets for $1.1 Million -------------------------------------------------------------- Personal Automotive Service, Inc., asks the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of all or substantially all assets, free and clear of liens, claims, interests, and encumbrances, to Mendez Enterprises, LLC for $1,103,285. The Debtor's operation consists primarily of auto service work provided to various customers in the Grand Island and greater Nebraska area. Its business also includes the sales of all-terrain vehicles, boat service/repair and diesel repair. The Debtor was formed under the laws of the State of Nebraska in 2003 and remains an active corporation in good standing with the Secretary of State of Nebraska. The bulk of its asset value lies within real property, having several parcels within proximity of each other. It has been the Debtor's intention to create a network of sorts of repair shops located in close proximity of each other, servicing automotive, diesel, boat, ATV and body work so as to provide a full-service center for customers, which would allow it the ability to provide all services to customers without having to hire/ship out labor for services related to its core automotive service business and the Debtor has been acquiring real estate/buildings in order to do so. The action was filed on the day one of the Debtor's creditors, First National Bank of Omaha, received an Order in Replevin and when set for Trustee sale of its real estate on Dec. 5, 2018. The Debtor has maintained operations, however, it has had to scale back some projects and some supplementary lines of work such as ATV sales and boat repairs due to its limited cash flow. It has also been unable to generate sufficient cash flow to provide for ongoing operations in full as well as obligations such as the payment of property taxes, debt service payments, etc. and it has been unable to secure the Debtor financing to fund ongoing operations in full based. It is abundantly clear that the Debtor cannot sustain its current course and it has decided that the best course to continue to keep its employees and operations is to sell substantially all assets of the business. The Debtor has concluded that the best mechanism for maximizing value of the assets held by it and its business as a going concern is through the sale of all/substantially all of the assets by way of private sale to Mendez. Realizing that Debtor cannot continue to operate as a going concern both without the remedies provided as well as the benefits afforded to a debtor-in-possession, the Board of Directors of Debtor have approved a sale to Mendez according to the executed purchase agreement, dated March 28, 2019. The sales price for all assets of Debtor, per the attached Purchase Agreement is $1,103,285. There has not been a substantial increase in the assets of Debtor after filing of it's petition in December 2018. The values stated on the Debtor's Schedules for real property are the assessed values by Hall County Treasurer. The values of the assets to be sold by the Debtor, as stated on its schedules, worth $949,469 in total, are as follows: a. Real Property ($787,405): (i) 2417 W. Lincoln Hwy - $189,505; (ii) 2421 W. Lincoln Hwy - $140,269; (iii) 2403 W. Lincoln Hwy - $180,822; and (iv) 2404 W. Lincoln Hwy - $276,809. b. Personal Property ($162,308): (i) Cash/Deposit Accounts - $805; (ii) A/R - $9,376; (iii) Utility Trailers (x5) - $2,050; (iv) GK1 Commercial Truck - $800; (v) Camry - $150; (vi) Pontiac - $200; (vii) 4-Wheelers - $47,231; and (viii) Equipment/Tools - $101,695. There has been little in the way of change to the Debtor's assets, however, it’'s last operating report shows a cash/account balance of $24,101. The anticipated tax allocation for sale proceeds is as follows: (i) Purchase Price: $1,103,285; (ii) Real Estate: $1 million; (ii) All Personal Property - $101,000; and (iii) Trade Name/Goodwill - $2,285. Given the bankruptcy, the Debtor's estimate of goodwill both trade-wise and tax-wise is low due to the known and expected relational issues it has experienced with its customers and the public at large of being a debtor in bankruptcy. The Debtor is in the process of acquiring the information required by Local Rule 6004-1 regarding the tax consequences of the sale: the tax basis of the property, projected costs of sale, anticipated capital gain or loss, and anticipated net taxable income from sale after adjustments. It will provide a supplement to this motion and will serve said supplement upon all creditors listed upon the current creditor matrix when said information is available. Given the pending Motion for Relief From Automatic Stay filed by First National Bank of Omaha, the Motion's filing without a full analysis by Debtor’s accountant was required. All closing costs will be paid by Buyer and not Debtor/Seller. The proceeds of the sale are anticipated to be distributed in the following manner: (i) Secured Creditors - $1,103,285; (ii) Unsecured Priority - $0; (iii) Unsecured - $0; and (iv) Equity - $0. The claim filed herein by the Internal Revenue Service is inaccurate as it states it holds an unsecured claim, however, there is a federal tax lien filed with the Hall County Register of Deeds in the amount of $64,004, on April 24, 2018, which has been paid down to-date to the approximate sum of $15,000. The employees of the Debtor were owed wages on the date of filing, however, pursuant to a motion filed herein on Dec. 14, 2018, the Debtor paid all pre-petition wages and 941 taxes owing on the date of petition. It is current on all wage and 941 tax payments. The floorplan financing secured debt held by Wells Fargo Commercial Distribution Finance will retain its lien in the ATVs currently held by the Debtor and will transfer encumbered to the hands of the Buyer. The sale will be conducted/closed within seven business days of the Court's order approving the Motion. In order to permit the contemplated sale to proceed as expeditiously as possible and to avoid further degradation or loss of value of the assets of the estate, the Debtor asks the Court to waive the 14-day stay provided in Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Personal_Automotive_66_Sales.pdf About Personal Automotive Service Based in Grand Island, Nebraska, Personal Automotive Service, Inc., provides quality personal automotive services to the general public. Personal Automotive Service filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. D. Neb. Case No. 18-41975) on Dec. 5, 2018, estimating under $1 million on both assets and liabilities. John A. Lentz, Esq., at Lepant & Lentz, PC, LLO, is the Debtor's counsel. PINNACLE OPERATING: S&P Cuts ICR to CCC on Increased Liquidity Risk ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based crop products and services distributor Pinnacle Operating Corp. to 'CCC' from 'CCC+', saying it expects weak market conditions and a delayed start to the planting season to hurt the company's earnings and cash flow and increasing liquidity risk at the company. S&P also lowered all debt ratings by one notch. The downgrade reflects S&P's view of the increased risk that Pinnacle may not be able to meet its financial obligations over the next year if the company experiences any further adverse operating conditions, or if current unfavorable conditions persist over the next couple of months. The negative outlook reflects the potential for a downgrade in the next 12 months given the possibility of a near-term liquidity crisis, following significant negative free cash flow generation in 2018. Although this could be seasonal, Pinnacle's current liquidity position leaves it vulnerable to any shortfalls in EBITDA and cash generation expectations. S&P continues to expect S&P-adjusted leverage to be at or above 10x in 2019. "We could lower the ratings in the next 12 months if the company cannot generate sufficient cash flow in 2019 to cover its interest payments and maintenance capital expenditure. This could come from pricing pressure, a compressed planting season, or other weather-related issues. Alternatively, we could lower the ratings if Pinnacle announces a distressed exchange or debt restructuring in which lenders would receive less than par," S&P said. "We could take a positive rating action if the company generates sufficient cash flow in the 2019 planting season to eliminate our liquidity concern. We would also have to believe that management and the company's financial sponsor would support its overall credit quality," S&P said. PROMISE HEALTHCARE: $2M Sale of Equipment to Select Consummated --------------------------------------------------------------- Promise Healthcare Group, LLC, and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of (i) the consummation of sale of VFI Equipment for $956,637 and the Tetra Equipment for $1,006,217 to Select Medical Corp. and (ii) the filing Amendment 1 to Purchase Agreement. On Dec. 26, 2018, the Debtors in the Chapter 11 Cases filed the Debtors' Motion for Orders: (I)(A) Authorizing Entry into Stalking Horse Purchase Agreement for the Sale of Substantially All Assets of Certain of the Debtors, (B) Approving Bidding Procedures and Bid Protections, (C) Scheduling a Hearing to Consider Approval of the Sale of Assets, (D) Approving Form and Manner of Notice of Sale, and (E) Granting Related Relief; and (II)(A) Authorizing and Approving Sale of Substantially All Assets of Certain of the Debtors Free and Clear of Liens, Claims, Interests, and Encumbrances, (B) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (C) Granting Related Relief. On Feb. 28, 2019, the Court entered the Sale Order, authorizing and approving, among other things, the sale of the Select Assets to Select Medical Corp. Effective as of 12:01 a.m. (ET) on April 3, 2019, the Debtors and the Purchaser consummated the closing on the Sale in accordance with the terms of the Purchase Agreement, as defined in the Motion, as amended. On April 3, 2019, the Debtors filed the Notice of Assumption and Assignment of Executory Contracts and Unexpired Leases, which attached a schedule of executory contracts and unexpired leases that the Debtors will assume and assign to the Purchaser, in accordance with and subject to the Sale Order. The copies of the documents filed in these Chapter 11 Cases, including all public documents related to the Sale, may be obtained free of charge at https://cases.primeclerk.com/promisehealthcaregroup. A copy of the Amended Agreement attached to the Notice is available for free at: http://bankrupt.com/misc/Promise_Healthcare_954_Sales.pdf About Promise Healthcare Established in 2003, Promise Healthcare is a specialty post-acute care health company headquartered in Boca Raton, Florida. Promise Healthcare Group, LLC and its affiliates sought bankruptcy protection on Nov. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12491). In the petition signed by Andrew Hinkelman, chief restructuring officer, the Debtors estimated assets of $0 to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis, LLP, as general counsel; FTI Consulting, as financial and restructuring advisor; Houlihan Lokey and MTS Health Partners, L.P., as investment bankers; and Prime Clerk LLC as claims agent. RED VENTURES: S&P Raises Sr. Sec. Credit Facility Rating to 'BB-' ----------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on U.S.-based marketing services provider Red Ventures Holdco L.P.'s senior secured credit facility to 'BB-' from 'B+'. The upgrade reflects Red Ventures' meaningfully improved leverage and cash flow credit measures driven by the successful integration and growth of the company's acquired credit card and banking websites, new and expanding strategic affiliate partnerships, and significantly reduced transaction-related expenses. S&P believes these factors, combined with the company's willingness to voluntarily repay debt with discretionary cash flow, will reduce leverage to the low-3x area in 2019 from 4.1x as of Dec. 31, 2018 (pro forma for its acquisition of HigherEducation.com in April 2019). Red Ventures' leverage improved to about 3.2x as of Dec. 31, 2018 (based on 2018 audited financial statements) from the mid-6x area at the time of the Bankrate acquisition in 2017. The acquisition of HigherEducation.com increased pro forma 2018 leverage to 4.1x. Despite the recent increase in leverage, the company's voluntary debt repayment exceeded S&P's expectations, having repaid $520 million since 2017, some of which was paid through an equity raise in July 2018. In addition, the company's conversion to a C-corporation from a pass-through entity for federal income tax purposes in March 2018 increased discretionary cash flow. As a pass-through entity, Red Ventures was required to distribute 47% of its taxable income to shareholders. Now, S&P expects an annual dividend of about $20 million. The rating agency expects the interest savings from the debt repayment and lower distributions from the change in tax status will add over $100 million discretionary cash flow per year. "Our rating on Red Ventures continues to reflect payment uncertainty due to its pay-for-performance business model, the company's dependence on cyclical advertising and marketing spending, significant customer and sector concentration, low barriers to entry, and risk of technology-driven disintermediation," S&P said, adding that these risks are somewhat offset by the company's proven performance-based customer acquisition capabilities, good industry growth prospects, highly profitable affiliate relationships with its clients, and increasing scale. The stable outlook reflects S&P's expectation that leverage will improve to the low-3x area in 2019, driven by revenue and EBITDA growth from its credit card and banking websites, new business partnerships, and expanded relationships with current business partners. However, S&P believes Red Ventures will continue to seek acquisition opportunities that could result in leverage around 4x longer term. "We could lower the rating if leverage increases to the high-4x area or higher on a sustained basis. This could occur if growth from new and existing partners stalls, if an economic slowdown reduces marketing spending by the company's business partners and spending by consumers, or if the company's financial policy becomes more aggressive through high-priced, debt-financed acquisitions or shareholder returns," S&P said. "While unlikely over the next 12 months, we could raise the rating if leverage improves below 3x and the company develops a financial policy committed to maintaining leverage below 3x over the long term. We would also expect Red Ventures to continue to profitably expand new and existing partner relationships, further diversify its industry mix, and build its portfolio of owned and operated websites," S&P said. REGDALIN PROPERTIES: Trustee Selling Hollywood Property for $915K ----------------------------------------------------------------- R. Todd Neilson, Chapter 11 Trustee for Regdalin Properties, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a notice of his proposed sale outside the ordinary course of business of the real property commonly known as 6507 Teesdale Avenue, North Hollywood, California, APN 2325-021-02, to Albert Grigoryan for $915,000, subject to overbid. The Property is a single family residence. It is sometimes referred to as being located in the Valley Village area of the City of Los Angeles. The Property is currently unoccupied. The Debtor scheduled the Property with a value of $900,000. After consultation with his real estate agents, the Trustee listed the Property for sale at $875,000. The Trustee entered into an agreement with his Broker, Coldwell Banker, to obtain assistance in selling the Property. The Broker marketed the Property and is still marketing the Property for overbids. After considering all offers, the Trustee entered into a Purchase and Sale Agreement in the form of the Counter Offer. The Buyer has deposited to escrow an initial deposit of $27,450 (i.e., 3% of the proposed purchase price). Without limiting the rights of the Trustee, he requires the Debtor and its respective agents and representatives to cooperate with respect to consummation of the sale and not take any action to interfere with the implementation or administration of the sale. The Trustee's sale of the Property is free and clear of all claims, liens and interests, as set forth in the Motion, including without limitation the following claims, liens or interests which are recorded with the Los Angeles County Recorder: a. general and special taxes and assessments for the fiscal year 2019-2020; b. general and special taxes and assessments for the fiscal year 2018-2019' c. the lien of defaulted taxes for the fiscal year 2017-2018, and any subsequent delinquencies; d. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code; e. the deed of trust recorded Oct. 31, 2016 as Instrument Number 16-1343746 reflecting a beneficiary of The Evergreen Advantage, LLC; f. the deed of trust recorded Jan. 19, 2017 as Instrument Number 17-74239 reflecting a beneficiary of Banjamin Javaherian; g. the deed of trust recorded June 8, 2017 as Instrument Number 17-633793 reflecting a beneficiary of Jeffrey D. Hoeffiin MD Inc., 401K Profit Sharing Plan as to an undivided (55%) Interest; and Pelican holdings LLC., as to an undivided (45%) interest; h. the deed of trust recorded July 7, 2017 as Instrument Number 17-758452 reflecting a beneficiary of Pelican Holdings LLC., as to an undivided (59.8%); Jeffrey Hoefflin 401K Profit Sharing Plan, as to an undivided (21.8%) interest, and Nadel & Associates Profit Sharing Plan, as to an undivided (18.4%) interest (including, to the extent necessary the assignment of that deed of trust to SBK Holdings, USA, Inc. as set forth in Instrument Number 18-740647 and recorded July 24, 2018; i. the lien for unsecured property taxes, evidenced by a certificate recorded by the tax collector of Los Angeles County, recorded Aug. 11, 2017, as Instrument No. 17-908969; and j. the notice of pendency of action (and any claim or interest associated therewith) recorded March 27, 2018 as Instrument Number 18-289353 by plaintiff SBK Holdings USA, Inc. To the extent that any portion of a claim, lien or interest in or to the Property is not paid through escrow, such claims(s), lien(s), and interest(s) in and to the Property, will attach to the net sale proceeds. By the Motion, the Trustee also asks approval of the proposed overbid procedures, as well as the auction process, if applicable The Trustee asks that, to the extent that there is one or more qualified overbidders with respect to the Property, that the Court conducts the Auction concurrently with the hearing on the Motion, and that, at the Sale Hearing, the Court approves the sale of the Property to Grigoryan, or other successful bidder. The Trustee has established the following overbid procedures, which he requests govern any bidding: 1. Any person or entity that is interested in purchasing the Property must serve the Trustee and his counsel with an initial bid, such that any Overbid is actual ly received no later than two days before the commencement of the Auction. The Overbid will be on substantially the same terms as the Sale Agreement, or on better terms. 2. Any person or entity that submits a timely, conforming Overbid will be deemed a "Qualified Bidder" and may bid for the Property at the Auction. Unless otherwise permitted by the Court, any entity or person that fails to submit a timely, conforming bid will be disqualified from bidding for the Property. 3. The Trustee, subject to the rights of a Bidder or party in interest to raise an issue with the Court, will have sole authority to determine whether a party is a Qualified Bidder and whether one bid is better than another bid. 4. Any Overbid must remain open until the conclusion of the Auction of the Property to be held at the hearing on the Motion. 5. Any Overbid must provide for a minimum purchase price of at least $25,000 over the Sale price of $915,000. The subsequent overbids will be in minimum increments of at least $5,000. 6. Any Overbid must be for the Property "as is," "where is," and "with all faults" and will not contain any financing, due diligence, or any other contingency fee, termination fee, or any similar fee or expense reimbursement. 7. Any Overbid must be accompanied by a deposit of $27,450 in certified funds, which funds will be nonrefundable (absent default by the Trustee) if the Overbid is determined by the Court to be the highest and best bid for the Property, and proof satisfactory to the Trustee that such Bidder has sufficient funds to complete the Sale. 8. Any Overbid must be made by a person or entity who has completed its due diligence review of the Property and is satisfied with the results thereof. 9. If the Trustee receives a timely, conforming Overbid for the Property, the Court will conduct the Auction of the Property at the Sale Hearing, at which all Qualified Bidders may participate. The Auction will be governed by the following procedures: (a) All Qualified Biddersshall be deemed to have consented to the core jurisdiction of the Court and to have waived any right to jury trial in connection with any disputes relating to the Auction or the Sale of the Property; (b) the minimum bidding increment during the Auction will be $5,000; (c) bidding will commence at $940,000 (i.e., $25,000 over the Buyer's initial bid of $915,000) or such higher amount if a Qualified Bidder has submitted a higher initial Overbid; and (d) the Court will determine which of the bids is the best bid. He asks the Court to authorize him to pay through escrow all usual and customary costs of sale, including without limitation (a) brokers' commissions of 5% (totaling approximately $47,500); (b) escrow fees; (c) title insurance fees; (d) recording fees; (e) messenger fees; and (f) liens of record, in each case to the extent not disputed by the Trustee. He also asks authority to pay through escrow (i) the liens of any and all taxing authorities, and (ii) $200,000 on account of the lien recorded in favor of Pelican Holdings LLC., as to an undivided (59.8%) interest, Jeffrey Hoefflin 401K Profit Sharing Plan, as to an undivided (21.8%) interest; and Nadel & Associates Profit Sharing Plan, as to an undivided (18.4%) interest, on July 7, 2017 as Instrument Number 17-758452, which lien has been assigned of record to SBK Holdings, USA, Inc. ("SBK") by recorded Instrument Number 18-740647 on July 24, 2018. The Trustee estimates the following with respect to sale proceeds: Gross Sales Price $915,000 Brokers' Commissions $45,750 Other Costs of Sale, $39,739 including tax liens Pelican Lien (to SBK) $200,000 -------- Net to the Estate (subject $629,511 to disputed liens and claims) A hearing on the Motion is set for May 1, 2019 at 10:00 a.m. Finally, the Trustee asks that the Court orders that the Bankruptcy Rule 6004(h) is not applicable, and authorizes the Sale to be effectuated immediately upon entry of the order approving theMotion. A copy of the Agreement and the Bidding Procedures attached to the Notice is available for free at: http://bankrupt.com/misc/Regdalin_Properties_167_Sales.pdf About Regdalin Properties Regdalin Properties, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20868) on Sept. 17, 2018, and was represented by Henrik Mosesi, Esq., in Glendale, California. In the petition signed by Edgar Sargysyan, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. R. Todd Neilson was appointed as the Debtor's Chapter 11 trustee on Nov. 1, 2018. The Trustee retained Dinsmore & Shohl LLP as his legal counsel. Coldwell Banker was appointed as broker on Feb. 20, 2019. RELIANCE INTERMEDIATE: DBRS Confirms BB Issuer & Sr. Notes Rating ----------------------------------------------------------------- DBRS Limited confirmed the Issuer Rating and Senior Notes rating of Reliance Intermediate Holdings LP (HoldCo or the Company) at BB with Stable trends. The ratings of HoldCo are notched down from its operating subsidiary, Reliance LP (OpCo; rated BBB (low) with a Stable trend by DBRS), reflecting (1) structural subordination of debt at HoldCo relative to OpCo, (2) the high level of leverage at HoldCo and (3) reliance on a single operating subsidiary for cash distributions. The current ratings of the Company assume that there will be no material change in the outstanding debt balance in the medium term, as HoldCo does not have any credit facilities, and the debt matures in 2023. HoldCo's and OpCo's operations were steady in 2018, the first full year following the acquisition by Cheung Kong Asset Holdings Limited. The Company's earnings and cash flows both increased in the year, resulting in a strengthening of key financial metrics. While the debt-to-EBITDA ratio at OpCo remains slightly elevated for its current rating, it is expected to strengthen and be in line with the BBB rating category by the end of 2019. DBRS notes that because the ratings of HoldCo are based on structural subordination to OpCo, any changes to OpCo's rating would translate to a change in HoldCo's ratings. A positive rating action for the Company, distinct from OpCo, may occur if the non-consolidated debt-to-capital is reduced to around 20% (59.8% at December 31, 2018). Conversely, a negative rating action may occur if there is material incremental debt at the HoldCo level. DBRS's criteria guidelines provide for more than a one-notch differential if the holding company's non-consolidated debt leverage is above 30%. DBRS acknowledges that cash flow from OpCo to HoldCo could be restricted as a result of tight covenants on debt at OpCo, including a two-tiered restricted payment test. OpCo is restricted from declaring or distributing to its parent unless the senior adjusted EBITDA-to-interest ratio is greater than 1.5 times (x) (4.8x for 2018). If this requirement is not met, OpCo may still make payments to service HoldCo interest amounts provided that the senior adjusted EBITDA-to-interest ratio exceeds 1.2x. DBRS notes that this restriction is no longer included in the Indenture for the debt issued in 2019. However, as OpCo's EBITDA interest coverage has consistently been above 4.0x, DBRS does not anticipate these restrictions being triggered in the foreseeable future. Notes: All figures are in Canadian dollars unless otherwise noted. RENAISSANCE HEALTH: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Renaissance Health Publishing, LLC, according to court dockets. About Renaissance Health Publishing Renaissance Health Publishing, LLC, doing business as Renown Health Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-13729) on March 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Aaron A. Wernick, Esq., at Furr Cohen, P.A. SENECA FISHERIES: June 19 Plan Confirmation Hearing --------------------------------------------------- The Bankruptcy Court has conditionally approved the disclosure statement explaining the Chapter 11 Plan filed by Seneca Fisheries, Inc., and set the hearing on the confirmation of the Plan for June 19, 2019 at 10:30 AM. The last day to oppose final approval of the disclosure statement is June 13. The last day to object to confirmation is June 13. Ballots are due by June 13. Robert C. Hanson executed a document titled "First Preferred Mortgage" in favor of Pocahontas, Inc. According to the First Preferred Mortgage, the noted accrued annual interest at fixed rate of 1.5% and required "two annual payment of principal and interest each year on or before 1 December beginning in 2017." As in interim resolution to the Debtor's post-petition efforts to recover the Seneca and continue its operation the Debtor commenced monthly payment to Pocahontas in the amount of $3,843.55 on August 1, 2018. The Debtor proposed to make payments under the Plan from funds on hand and income derived from the continued operation of the Debtor's business activities. A full-text copy of the Disclosure Statement dated April 25, 2019, is available at https://tinyurl.com/y47jkbos from PacerMonitor.com at no charge. Attorney for the Debtor is David J. Haidt, Esq., at Ayers & Haidt, P.A., in New Bern, North Carolina. About Seneca Fisheries Seneca Fisheries, Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 18-02920) on June 8, 2018, listing under $1 million in assets and liabilities. A copy of the petition is available at no charge at http://bankrupt.com/misc/nceb18-02920.pdf David J. Haidt, Esq., at AYERS & HAIDT, P.A., serves as counsel to the Debtor. The Bankruptcy Administrator has not appointed a committee of creditors holding unsecured claims due to insufficient interest. SHOPFACTORYDIRECT INC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of ShopFactoryDirect Inc., according to court dockets. About ShopFactoryDirect ShopFactoryDirect Inc. operates an e-commerce site https://shopfactorydirect.com that sells home furniture, including bedroom, living room, dining room, office, bar and bar stools, entertainment, bathroom, outdoor and patio, pool and spa, decor and accessories, wall art and mirrors, and area rugs. All of its products are delivered direct from the manufacturer. The Company offers free delivery on all its merchandise within the 48 contiguous United States. ShopFactoryDirect Inc., based in Winter Park, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02257) on April 8, 2019. In the petition signed by William A. Bayse, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel. SISTERS HOME: Taps Collins Vella as Legal Counsel ------------------------------------------------- Sisters Home Center, LLC, received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Collins, Vella & Casello, LLC, as its legal counsel. The firm will provide legal services in connection with the Debtor's Chapter 11 case, which include assisting the Debtor in the preparation of a plan of reorganization and examining its financial affairs. The firm's hourly rates are: Joseph Casello, Esq. $500 Associates $250 Collins received a retainer in the amount of $5,055. The firm also received the sum of $1,717, which was used to pay the filing fee. Collins is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Joseph M. Casello, Esq. Collins, Vella & Casello, LLC 2317 Route 34 South, Suite 1A Manasquan, NJ 08736 Tel: (732) 751-1766 Fax: (732) 751-1866 Email: jcasello@cvclaw.net About Sisters Home Center Sisters Home Center, LLC, owner of a hardware store in Tuckerton, N.J., previously sought bankruptcy protection (Bankr. D.N.J. Case No. 17-10509) on Jan. 10, 2017. Sisters Home Center again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-17143) on April 8, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Michael B. Kaplan. STAR MOUNTAIN: July 1 Confirmation Hearing on Committee Plan ------------------------------------------------------------ The Bankruptcy Court has approved the Disclosure Statement explaining the Chapter 11 Plan of Liquidation filed by the Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Star Mountain Resources Inc. and set the confirmation hearing for July 1, 2019, at 02:00 PM. Chapter 11 ballots are due by June 24. Objections/Responses to Plan confirmation are due by June 24. Class 1 - General Unsecured Creditors. Class 1 consists of the Allowed Claims of general unsecured creditors. On the Effective Date, in full and final satisfaction of any Claim against the Debtor, the Holder of an Allowed Claim in this Class shall receive a beneficial interest in the Plan Trust and shall be paid its Pro-Rata share of the Plan Trust Fund in accordance with the Plan Trust Agreement after full payment of Allowed Administrative Claims. In the event sufficient funds are available to pay all Allowed Claims in this Class, the Plan Trustee will pay interest at a rate of 3 percent (3%) per annum. Class 1 is Impaired and is entitled to vote on the Plan. On the Effective Date, a Plan Trust will be created pursuant to the Plan Trust Agreement to liquidate all Plan Trust Assets, to pursue all Causes of Action, and to make all Distributions to Holders of Allowed Claims and Interests as required by the Plan. On the Effective Date, the Assets will be transferred to the Plan Trust, and proceeds thereof will be used to pay Allowed Claims and Interests. A full-text copy of the Disclosure Statement dated April 25, 2019, is available at https://tinyurl.com/yy668joh from PacerMonitor.com at no charge. Attorneys for the Official Committee of Unsecured Creditors: Carolyn J. Johnsen, Esq. Robert A. Shull, Esq. DICKINSON WRIGHT PLLC 1850 North Central Avenue, Suite 1400 Phoenix, AZ 85004 Tel: (602) 285-5000 Fax: (844) 670- 6009 Email: cjjohnsen@dickinsonwright.com rshull@dickinsonwright.com About Star Mountain Resources Star Mountain Resources Inc. -- http://www.starmountainresources.com/-- is a small cap mining company focused on the acquisition of mineral properties and their development into producing mines. It is headquartered in Tempe, Arizona. Star Mountain Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21, 2018. In the petition signed by Mark Osterberg, president and chief operating officer, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Daniel P. Collins presides over the case. Fennemore Craig, P.C., is the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 18, 2018. The Committee retained Dickinson Wright, PLLC, as its legal counsel. Jared G. Parker was appointed examiner of the Estate of Star Mountain Resources, Inc. The Examiner is represented by Parker Schwartz, PLLC, as its counsel. SUNPLAY POOLS: Seeks Court Approval of Proposed Plan Outline ------------------------------------------------------------ SunPlay Pools and Spas Superstore, Inc. filed a motion asking the Court to approve its disclosure statement describing its proposed plan of reorganization. The Debtor asserts that the Disclosure Statement provides "adequate information" within the meaning of 11 U.S.C. section 1125 and should be approved for use in soliciting the votes of the Debtor's creditors. Under the plan, Class 11(a) consist of the holders of Allowed General Unsecured Claims against the Debtor, excepting the General Unsecured Claims identified and treated in Class 11(b). The Debtor estimates that the total amount of Allowed General Unsecured Claims will be approximately $915,006.20. Under the Plan, the Debtor will establish a segregated bank account into which the Debtor will pay $2,573 monthly for 64 months, beginning on the 9th month after the Effective Date. The total amount paid into the Distribution Account will be $164,699. The Holders of Allowed Class 11(a) Claims will be paid pro rata from the Distribution Account on a monthly basis. Based on the estimated amount of Class 11(a) Claims, and the amount to be paid into the Distribution Account, the Debtor anticipates that the holders of Allowed Class 11(a) Claims will be paid approximately 18% of the Claim amounts, on a Pro Rata basis. The Plan will be funded by the Reorganized Debtor's ongoing business operations and principal John Olson's new value contribution. A copy of the Disclosure Statement is available at https://tinyurl.com/yyq7rz4u from Pacermonitor.com at no charge. About SunPlay Pools and Spas Superstore Inc. Founded in 1967, SunPlay Pools and Spas Superstore, Inc. -- https://www.sunplay.com/ -- operates a retail store offering pool and spa supplies, equipment, chemicals, parts and services. It has been transitioning to serve customers everywhere via its online sales department at Sunplay.com and HotTubWarehouse.com. SunPlay Pools and Spas Superstore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on Oct. 4, 2018. In the petition signed by John A. Olson, president, the Debtor disclosed $692,093 in assets and $2,571,463 in liabilities. Judge Joel T. Marker oversees the case. The Debtor tapped The Fox Law Corporation as its lead bankruptcy counsel; and Cohne Kinghorn, PC, as its local bankruptcy counsel. TAILWIND SMITH: S&P Assigns B Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to Tailwind Smith Cooper Holding Corp. (Tailwind), with a stable outlook. Tailwind Capital Group LLC has entered into a definitive agreement to acquire Anvil International LLC. As part of the transaction, Anvil International will combine with Smith Cooper International Inc. (SCI) (currently owned by Tailwind Capital Group) and each entity will be subsidiaries of Tailwind Smith Cooper Intermediate Corp. (Intermediate), which will issue the proposed new debt (to be renamed with the Anvil name post transaction close). Intermediate will be a subsidiary of Tailwind. Tailwind Group will fund the transaction with a proposed $690 million first-lien term loan due 2026 and $150 million second-lien term loan due 2027, new cash equity from Tailwind Capital and rollover SCI equity, totaling about $453 million in the aggregate. The company will also have a new $100 million asset-based lending (ABL) revolving credit facility, which will be unrated. S&P assigned its 'B' issue-level rating with a '3' recovery rating to the first-lien term loan. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 50%) recovery of principal in the event of a payment default. The rating agency also assigned its 'CCC+' issue-level rating with a '6' recovery rating to the second-lien term loan. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of a payment default. "The 'B' issuer credit rating on Tailwind incorporates our assessment of its operations in the niche, competitive pipe-fitting market, with demand exposure to cyclical end markets, including nonresidential construction, industrial, and energy. The company has good market positions and well-recognized brand name products, however, geographic diversity is limited with about 90% of sales coming from the U.S.," S&P said. Although Tailwind will be one of the larger piping system component manufacturers in the U.S., the broader manufacturing market is highly fragmented with no individual manufacturer accounting for more than 15% of U.S. market share, which could result in further consolidation over time, according to S&P. The rating agency expects that foreign competition could be a threat in the future; however, this potential risk is somewhat mitigated through the current SCI business, which sources about ninety-five percent of its products from lower-cost countries (the combined company will source about half of its products from lower-cost countries). The stable outlook on Tailwind reflects S&P's expectation for relatively favorable industrial end-market conditions that will allow the company to improve profitability and reduce leverage. Although leverage will be elevated initially in 2019 due to the proposed transaction, S&P expects leverage to decline to below 6.5x as a full-year contribution from the combined company's operations are accounted for and synergies are realized, primarily from improvements in global sourcing and in supply chain management. "We could lower our rating on Tailwind by one notch if the company experiences difficulty realizing synergies associated with the integration of the two businesses, or if the company's operating performance declines, potentially due to lower demand for piping-system components, the loss of key customers, or an inability to pass along higher raw material costs, such that its adjusted debt-to-EBITDA ratio remains elevated above 6.5x with no clear near-term prospects for improvement," S&P said, adding that it could also lower its rating if the company pursues debt-financed acquisitions or shareholder returns that increase its leverage to more than 6.5x on a sustained basis or prolongs the expected delevering over the next 12 months. "Although unlikely over the next 12 months, we could raise our rating by one notch if we expect the company's adjusted debt-to-EBITDA ratio will remain at less than 5x on a sustained basis, inclusive of potential future debt-funded acquisitions and shareholder-friendly activities, and believe the company is committed to maintaining financial policies that will support this improved level of leverage," S&P said. TALEN ENERGY: Moody's Cuts Sr. Secured Debt to Ba3, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service downgraded the senior secured debt of Talen Energy Supply, LLC to Ba3 from Ba2. The downgrade follows the refinancing of a portion of the company's senior unsecured and senior unsecured guaranteed debt with the proceeds of a $500 million senior secured bond. At the same time, Moody's affirmed Talen's corporate family rating at B2, its probability of default at B2-PD, its senior unsecured guaranteed debt at B3, its senior unsecured, unguaranteed debt at Caa1 and its speculative grade liquidity rating at SGL-2. Moody's also assigned a Ba3 rating to Talen's new $500 million issue of secured bonds due 2027. The rating outlook for Talen is stable. RATINGS RATIONALE "The downgrade of the senior secured debt is driven by an increase in the amount of first priority debt in the capital structure in relation to the remaining unsecured and unsecured guaranteed debt" said Laura Schumacher, Senior Credit Officer. Talen's B2 CFR and stable outlook reflect the consolidated credit profile of the organization, which is not materially altered by the refinancing. Talen's B2 CFR is driven by the inherent volatility of the merchant power markets in which it operates and its relatively leveraged capital structure. The rating also reflects Talen's elevated exposure to carbon transition risks, and its heavy reliance on fossil-fired generation. The rating recognizes the operational improvements that have been made since the company was taken private at the end of 2016, which should enable Talen to manage through an expected near term decline in gross margins and cash flow. Talen's capital structure is reflective of financial policies that have historically been relatively aggressive in terms of leverage and the return of capital to its owners. As a result, and in light of current market conditions, for 2019-2020, Moody's expects the company's consolidated ratio of cash flow from operations excluding changes in working capital (CFO pre-WC) to debt to be in a range of 6%-8%, which is at the lower end of the "B" scoring range for this factor in Moody's rating methodology. Most recently, Talen announced that it would not pay a dividend to shareholders in 2019, and that it would target a leverage ratio (as defined in their credit documents) "in the 4's" prior to future equity distributions. They also included a covenant level of 4.5x in its recent revolver extension. Moody's views this commitment to more creditor friendly policies as supportive of the Talen's B2 CFR. Liquidity Talen's SGL-2 reflects good liquidity for the next 12-18 months. As of March 31, 2019 the company had an unrestricted cash balance of about $79 million, and usage under its $1.322 billion revolving credit facility, which was scheduled to expire in its entirety in June 2022, included an outstanding loan balance of $450 million and $116 million used for letters of credit. Approximately $140 million of the outstanding loan balance was drawn to fund a $200 million tender Talen completed in January. Management expects to partially repay outstanding balances upon closing the pending sale of its IEC pipeline ($155 million is expected in the second quarter of 2019). Concurrent with the secured bond issuance, Talen is extending $690 million of its revolving credit facility to 2024 and reducing its capacity to $1 billion through 2020 and $890 million through 2022. The amended agreement will also include a covenant prohibiting distributions to equity holders while the total leverage ratio (as defined) is above 4.5x. Talen's nearest long-term debt maturities include $5 million of notes due July 2019 which the company expects to repay with cash on hand. Talen's additional 2019 liquidity needs include a requirement by the Montana Department of Environmental Quality to provide financial assurance for its proportionate share of the decommissioning costs associated with the coal-fired Colstrip units. In February, Talen posted a surety bond in the amount of $21 million in addition to the $22 million surety bond Talen posted in December 2018. Talen's additional financial assurance requirement is currently estimated to be in the range of $30 million to $60 million which Talen expects to satisfy via the posting of a surety bond. Outlook Talen's stable outlook reflects Moody's expectation that, despite declining capacity revenue, management's continued focus on performance enhancement and cost control will support the company's credit quality such that its ratio of CFO pre-WC to debt will remain above 5%. Factors that Could Lead to an Upgrade Given its declining revenue profile and relatively aggressive financial policies, it is not likely that the CFR will move upward over the next 12-18 months. Longer term, if there were to be operational enhancements, reductions in leverage, or an improvement in market conditions causing the ratio of CFO pre-WC to remain above 10%, there could be upward pressure on the ratings. Factors that Could Lead to a Downgrade If there were to be an increase in leverage, operational challenges, or continued weak commodity prices such that it would expect the ratio of CFO pre-W/C to debt to fall below 5% on a sustained basis, or if the company were to become significantly free cash flow negative for a prolonged period. In addition, if there were to be additional refinancing that replaces unsecured debt with additional secured or guaranteed debt, or there is other erosion of the unsecured liability base, there could be further pressure on the ratings of the secured or guaranteed notes. Downgrades: Issuer: Talen Energy Supply, LLC Senior Secured Bank Credit Facility, Downgraded to Ba3(LGD2) from Ba2 (LGD2) Assignments: Issuer: Talen Energy Supply, LLC Senior Secured Regular Bond/Debenture, Assigned Ba3(LGD2) Outlook Actions: Issuer: Talen Energy Supply, LLC Outlook, Remains Stable Affirmations: Issuer: Talen Energy Supply, LLC Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B2 Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5 from LGD4) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD6) Issuer: Pennsylvania Economic Dev. Fin. Auth. Senior Unsecured Revenue Bonds, Affirmed B3(LGD5 from LGD4) Talen Energy Supply, LLC is an independent power producer with about 15 GW of generating capacity. Talen Energy Corporation, headquartered in The Woodlands, Texas, is a privately owned holding company that owns 100% of Talen and conducts all its business activities through Talen. TCMA TRUCKING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on May 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TCMA Trucking Inc. About TCMA Trucking Inc. Katy, Texas-based TCMA Trucking Inc. offers local trucking services. TCMA Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31578) on March 24, 2019. The Debtor previously sought bankruptcy protection on Feb. 6, 2019 (Bankr. S.D. Tex. Case No. 19-30738). At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Jeffrey P. Norman. The Law Firm of Keith A. Cothroll is the Debtor's bankruptcy counsel. TROP INC: $22.5K Purchase of Pony Tail's Personal Property Approved ------------------------------------------------------------------- Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Trop, Inc.'s purchase of Pony Tail, Inc.'s Point of Sale equipment, the electronic cash registers and related equipment, for $22,527. Debtor Trop is authorized to take over the contract with Vend Lease for the remaining 18 months on the contract terms, with a monthly payment of $1,251, thus being approximately $22,527, which would be paid to Vend Lease by Debtor Trop on the same terms and conditions. Any sale of the Personal Property sold subject of the Motion is sold "as is" and is sold free and clear of liens, claims, encumbrances, and interests with respect to the Purchaser. The requirements set forth in Bankruptcy Rule 6004 are satisfied by the contents of the Motion or otherwise deemed waived. The terms of the Order will be effective and enforceable immediately upon its entry. About Trop Inc. Trop, Inc., is a privately held company that owns the Pink Pony, a night club in Atlanta, Georgia. Trop, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-65726) on Sept. 19, 2018. In the petition signed by Teri Galardi, chief executive officer, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Louis G. McBryan, Esq., at McBryan, LLC, is the Debtor's bankruptcy counsel. Schulten Ward Turner & Weiss, LLP, and the Law Offices of Aubrey T. Villines, Jr., serve as special counsel. UNIVERSITY PHYSICIAN: May 17 Auction of Personal Property Set ------------------------------------------------------------- Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized University Physician Group's sale of personal property via a public auction to be held May 7, 2019. The personal property will be sold "as is, where is" without representation or warranty, expressed or implied, of any kind, nature or description, including without limitation, any warranty of title or of merchantability, usability, or of fitness for any particular purpose. The personal property will be sold free and clear of all liens, claims, and encumbrances, with all such liens, claims, and encumbrances attaching to the net proceeds of sale. The 14-day stay provided for in Bankruptcy Rule 6004(h) will not be in effect with respect to the sale, and the Order is effective and enforceable immediately upon entry. About University Physician Group University Physician Group -- http://www.wsupgdocs.org/-- is a non-profit multi-specialty physician practice group in southeast Michigan, providing primary and specialty care. Its doctors provide medical care while conducting groundbreaking research and continuing education at Wayne State University, one of the nation's top medical universities. University Physician Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on Nov. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Mark A. Randon. The Debtor tapped Steinberg Shapiro & Clark as lead counsel, and Robert Bassel, Esq., as co-counsel with Steinberg. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on Nov. 26, 2018. The committee tapped Pepper Hamilton LLP as its legal counsel. VERIFONE SYSTEMS: S&P Affirms 'B' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on global payment solutions provider VeriFone Systems Inc. VeriFone plans to raise $425 million of first-lien debt in the second quarter of 2019 to partially cash fund an acquisition and to repay all of its second-lien debt. The transaction will slow the pace of de-levering S&P envisioned at the time of the 2018 leveraged buyout, but the rating agency still expects leverage to be below 6x by the end of 2020 as the company realizes cost savings and as the costs required to achieve savings decrease. Meanwhile, S&P affirmed its 'B' issue level-rating and '3' recovery rating to the upsized first-lien credit facility and its 'B-' issue-level rating and '5' recovery rating to the second-lien credit facility. S&P will withdraw its issue level ratings on the second-lien credit facility once that debt has been repaid. The affirmation reflects S&P's expectation Verifone will have appropriate credit metrics for a 'B' issuer credit rating by the end of fiscal 2020 (ending Oct. 31, 2020). The stable outlook reflects the rating agency's expectation that the realization of cost reductions already actioned will contribute to significant deleveraging below 6x over the next 12 to 18 months. S&P expects revenue growth to be in the low-single percentages, and the cost-saving initiatives to result in EBITDA margin improvement in the low-20% range. Despite significant restructuring related costs in fiscal 2019, S&P expects annual free operating cash flow to debt in the low to mid-single digits percent range in fiscals 2019 and 2020, supported by cost-saving implementation and associated ramp down in spending on restructuring, resulting in mid to high-single digit percentage debt beyond fiscal 2020. "We could lower the rating if the cost-saving strategy is much more costly or takes longer to realize, leading us to believe leverage will be sustained above 7x or FOCF to debt remains weak beyond fiscal 2020. We could also lower the rating if competition intensifies leading to multiple periods of revenue declines, indicating a weakening market position," S&P said. "We view an upgrade as unlikely over the next 12 months given high leverage and a comprehensive multiyear restructuring plan. We could raise the rating beyond the 12-month horizon, if leverage were to decline to and remain below 5x," S&P said, adding that this can be achieved by greater revenue stability and diversification, with a higher percentage of reoccurring services related revenue, and consistent organic growth. VISUAL HEALTH: Taps Wadsworth Garber as New Counsel --------------------------------------------------- Visual Health Solutions, Inc., received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Wadsworth Garber Warner Conrardy, P.C., as its new legal counsel. Wadsworth will substitute for Buechler & Garber LLC, the firm that initially handled the Debtor's Chapter 11 case. Aaron Garber, Esq., at Wadsworth, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Wadsworth can be reached through: Aaron A. Garber, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 W. Main Street, Suite 200 Littleton, CO 80120 Telephone: 303-296-1999 Fax: 303-296-7600 Email: agarber@wgwc-law.com About Visual Health Solutions Headquartered in Fort Collins, Colorado, Visual Health Solutions, Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia content, including medical animations, medical illustrations, and interactive graphics for the healthcare industry. Visual Health Solutions' multimedia medical library content includes 3D medical animations, medical device animations, pharmaceutical MOA animations, multimedia programs, medical illustrations, and interactive anatomy models. Visual Health partners with hospitals to create new patient education content and pharmaceutical companies to assist with sales training and product launch or development. Visual Health Solutions filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017. In the petition signed by CEO Paul Baker, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Wadsworth Garber Warner Conrardy, P.C. as its bankruptcy counsel, and Weinman & Associates as its special investigation counsel. WAGGONER CATTLE: To Pay Bugtussle Monthly Lease Payment of $38,500 ------------------------------------------------------------------ Waggoner Cattle, LLC, and affiliates filed a revised first amended combined disclosure statement and plan of reorganization. In this latest filing, the Debtor discloses that Waggoner Cattle will pay Bugtussle Cattle, LLC a monthly lease payment of $38,500 for the usage by Waggoner Cattle of Bugtussle's facilities. A copy of the Revised First Amended Combined Disclosure Statement and Plan is available at https://tinyurl.com/y4sgtw22 from Pacermonitor.com at no charge. About Waggoner Cattle Waggoner Cattle, et al., are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. WAYPOINT LEASING: Unsecureds to Recover Nothing Under Latest Plan ----------------------------------------------------------------- Waypoint Leasing Holdings Ltd. and affiliates filed a disclosure statement referring to their amended plan of liquidation dated April 26, 2019. Under the amended plan, the WAC1 Administrative Agent on behalf of the WAC1 Lenders in Class 1C will receive on the Effective Date or as soon as reasonably practicable thereafter, but no later than the Initial Distribution Date, payment in Cash of all funds held by the members of the WAC1 Group (including the applicable Holdback Amount). Approximate recovery for this class is 4.8%. The plan also provides that the general unsecured creditors of the Debtors will recover nothing under the plan. The Plan for each Debtor will be severable and independent from each other; provided however, that each of the WAC Groups’ Plans may not be confirmed and the Effective Date shall not occur unless the Plan for each of the Parent Guarantors is confirmed and the Effective Date occurs simultaneously with the Confirmation Date and the Effective Date for the WAC Groups. For the avoidance of doubt, the Plans for each of the WAC Groups will be severable and independent from each other. A copy of the Disclosure Statement is available https://tinyurl.com/yybmgo8v from kccllc.net at no charge. About Waypoint Leasing Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. WBY INC: Taps Taylor English as New Legal Counsel ------------------------------------------------- WBY Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Taylor English Duma LLP as its new legal counsel. Taylor will substitute for Danowitz Legal, P.C., the firm that initially handled the Debtor's Chapter 11 case. The bankruptcy court confirmed the Debtor's Chapter 11 plan of reorganization in December 2016 but a number of matters remain pending, which require the services of the firm, according to court filings. Taylor can be reached through: John K. Rezac, Esq. Taylor English Duma LLP 1600 Parkwood Circle, Suite 200 Atlanta, GA 30339 Phone: 678-336-7195 Email: jrezac@taylorenglish.com About WBY Inc. Incorporated on Jan. 29, 1991, WBY, Inc., d/b/a Follies, is located at 4075 Buford Highway, Atlanta, in DeKalb County, Georgia and licensed by the City of Chamblee as a bar and restaurant with adult entertainment. In addition to food and beverages, Debtor provides the adult entertainment of nude dancing by professional female entertainers. The Debtor is owned equally by two of its original founders, Steven M. Youngelson and Surrey R. White. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-52291) on Feb. 5, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Edward F. Danowitz Jr., Esq., at Danowitz & Associates, PC. No official committee of unsecured creditors has been appointed in the case. The court confirmed the Debtor's Chapter 11 plan of reorganization on Dec. 22, 2016. WITTER HARVESTING: Seeks to Hire Auction America as Appraiser ------------------------------------------------------------- Witter Harvesting Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an appraiser. In an application filed in court, the Debtor proposes to employ Auction America Inc. to conduct an appraisal of its equipment and machinery. Stan Crooks, the firm's appraiser who will be providing the services, will charge an hourly fee of $150. Mr. Crooks and his firm do not represent any interest adverse to the Debtor, according to court filings. Auction America can be reached through: Stan L. Crooks Auction America Inc. Phone: 561-682-3191 Email: Auctionamericainc@gmail.com About Witter Harvesting Witter Harvesting Inc. provides agricultural and crop harvesting services in Okeechobee, Fla. Witter Harvesting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14063) on March 29, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Mindy A. Mora. The Debtor tapped Kelley & Fulton, PL, as its bankruptcy counsel. WITTER HARVESTING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Witter Harvesting, Inc., according to court dockets. About Witter Harvesting Witter Harvesting Inc. provides agricultural and crop harvesting services in Okeechobee, Fla. Witter Harvesting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14063) on March 29, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Mindy A. Mora. The Debtor tapped Kelley & Fulton, PL as its bankruptcy counsel. WJA ASSET: PMB Files Solicitation Version of Plan, Disclosures -------------------------------------------------------------- PMB Managed Fund, LLC, and Alabama Housing Fund, LLC, affiliates of WJA Asset Management, LLC, filed solicitation versions of: (1) the Disclosure Statement Describing Joint Chapter 11 Plan of Liquidation of PMB Managed Fund, LLC., and Alabama Housing Fund, LLC, and (2) Joint Chapter 11 Plan of Liquidation of PMB Managed Fund, LLC and Alabama Housing Fund, LLC. As previously reported by The Troubled Company Reporter, the hearing to consider confirmation of the Joint Chapter 11 Plan of Liquidation of PMB Managed Fund, LLC, and Alabama Housing Fund, LLC is scheduled for June 27, 2019, at 11:00 a.m. Ballots accepting or rejecting the Plan must be received by May 23, 2019, at 5:00 p.m. Pacific time in order to be counted. Any objection to confirmation of the Plan must be filed with the Court and served on counsel for the Alabama Debtors on or before May 23, 2019. Any objecting party wishing to reply to the Alabama Debtors' brief in support of confirmation of the Plan must file and serve its reply on or before June 13, 2019. A full-text copy of the Solicitation Version of the Disclosure Statement dated April 25, 2019, is available at https://tinyurl.com/y6an6wdn from PacerMonitor.com at no charge. The Plan and Disclosure Statement were filed by Lei Lei Wang Ekvall, Esq., Kyra E. Andrassy, Esq., Robert S. Marticello, Esq., and Micheal L. Simon, Esq., at Smiley Wang-Ekvall, LLP, in Costa Mesa, California. About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. Z GALLERIE: June 11 Plan Confirmation Hearing --------------------------------------------- The Bankruptcy Court issued an order approving the adequacy of the Disclosure Statement explaining the first amended joint plan of reorganization filed by Z Gallerie, LLC. The hearing to consider the confirmation of the Plan will be held on June 11, 2018 at 10:00 a.m. The Debtors and other parties in interest will have until May 17, 2019 as the deadline by which the Debtors or other parties in interest must file objections to any motion filed pursuant to Bankruptcy Rule 3018(a). The Plan Objection and Voting deadline is June 4, 2019 at 4:00 p.m. Prior to the hearing on the approval of the Disclosure Statement, Andrew R. Vara, the Acting United States Trustee for Region 3, objected to the Disclosure Statement, complaining that the Disclosure Statement does not contain a liquidation analysis, demonstrate the Plan's feasibility, or include projected recoveries for voting creditors. The Official Committee of Unsecured Creditors also complained that the Disclosure Statement was incomplete in numerous key respects, including an unclear articulation on the proposed treatment of claims held by unsecured creditors under the Plan, which provisions were designated with the placeholder "[TO COME]." Further, the Committee complained that Disclosure Statement did not provide meaningful information regarding the basis for, and value of, the proposed estate and third-party releases to the Debtors’ current equity owners, among other parties, to be granted through the Plan. To address the objections, the Debtor amended the Disclosure Statement. Among other things, the Debtor proposed 0% recovery to holders of general unsecured claims, with projected amount of claims totaling $60 million to $80 million. A blacklined version of the First Amended Disclosure Statement is available at https://tinyurl.com/y3vokc4j from PacerMonitor.com at no charge. A blacklined solicitation version of the Disclosure Statement is available at https://tinyurl.com/y44yzwvn from PacerMonitor.com at no charge. The Committee is represented by Christopher M. Samis, Esq., L. Katherine Good, Esq., Aaron H. Stulman, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware; and Seth Van Aalten, Esq., Michael Klein, Esq., and Sarah Carnes, Esq., at Cooley LLP, in New York. About Z Gallerie Z Gallerie, LLC -- https://www.zgallerie.com/ -- is a retailer of home decor products. It operates 76 retail stores in 28 states as of the petition date. Z Gallerie and its affiliate Z Gallerie Holding Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10488) on March 11, 2019. At the time of the filing, the Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Klehr Harrison Harvey Branzburg LLP and Kirkland & Ellis as legal counsel; Lazard Middle Market LLC as investment banker; Berkeley Research Group, LLC as restructuring advisor; and Stretto as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 20, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Z Gallerie, LLC and its affiliates. The Committee retained Cooley LLP, as lead counsel and Province, Inc., as financial advisor. [^] BOOK REVIEW: Macy's for Sale -------------------------------- Author: Isadore Barmash Paperback: 180 pages List price: $34.95 Review by Henry Berry Order your personal copy today at http://www.beardbooks.com/beardbooks/macys_for_sale.html Isadore Barmash writes in his Prologue, "This book tells the story of Macy's managers and their leveraged buyout, the newest and most controversial device in the modern financial armament" when it took place in the 1980s. At the center of Barmash's story is Edward S. Finkelstein, Macy's chairman of the board and chief executive office. Sixty years old at the time, Finkelstein had worked for Macy's for 35 years. Looking back over his long career dedicated to the department store as he neared retirement, Finkelstein was dismayed when he realized that even with his generous stock options, he owned less than one percent of Macy's stock. In the 185 years leading up to his unexpected, bold takeover, Finkelstein had made over Macy's from a run-of-the-mill clothing retailer into a highly profitable business in the lead of the lucrative and growing fashion and "lifestyle" field. To aid him in accomplishing the takeover and share the rewards with him, Finkelstein had brought together more than three hundred of Macy's top executives. To gain his support for his planned takeover, Finkelstein told them, "The ones who have done the job at Macy's are the ones who ought to own Macy's." Opposing Finkelstein and his group were the Straus family who owned the lion's share of Macy's and employees and shareholders who had an emotional attachment to Macy's as it had been for generations, "Mother Macy's" as it was known. But the opponents were no match for Finkelstein's carefully laid plans and carefully cultivated alliances with the executives. At the 1985 meeting, the shareholders voted in favor of the takeover by roughly eighty percent, with less than two percent opposing it. The takeover is dealt with largely in the opening chapter. For the most part, Barmash follows the decision making by Finkelstein, the reorganization of the national company with a number of branches, the activities of key individuals besides Finkelstein, Macy's moves in the competitive field of clothing retailing, and attempts by the new Macy's owners led by Finkelstein to build on their successful takeover by making other acquisitions. Barmash allows at the beginning that it is an "unauthorized book, written without the cooperation of the buying group." But as he quickly adds, his coverage of Macy's as a business journalist and his independent research for over a year gave him enough knowledge to write a relevant and substantive book. The reader will have no doubt of this. Barmash's narrative, profiles of individuals, and analysis of events, intentions, and consequences ring true, and have not been contradicted by individuals he writes about, subsequent events, or exposure of material not public at the time the book was written. First published in 1989, the author places the Macy's buyout in the context of the business environment at the time: the aggressive, largely laissez-faire, Reagan era. Without being judgmental, the author describes how numerous corporations were awakened from their longtime inertia, while many individuals were feeling betrayed, losing jobs, and facing uncertain futures. Isadore Barmash, a veteran business journalist and author, was associated with the New York Times for more than a quarter-century as business-financial writer and editor. He also contributed many articles for national media, Reuters America, and the Nihon Kenzai Shimbun of Japan. He has published 13 books, including a novel and is listed in the 57th edition of Who's Who in America. ********* 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 ***