/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190809.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, August 9, 2019, Vol. 23, No. 220 Headlines 152 BROADWAY: Seeks to Hire Hansen Law as Special Counsel 152 BROADWAY: Seeks to Hire Hudson Shine as Real Estate Broker 160 ROYAL PALM: Sept. 24 Plan Confirmation Hearing 2950 W. GOLF: BOBS Nevada Stops Use of Cash Collateral 53 STANHOPE: Sept. 9 Disclosure Statement Hearing A'GACI L.L.C.: Case Summary & 20 Largest Unsecured Creditors A'GACI, L.L.C.: Returns to Chapter 11 to Close All Stores AHI INVESTMENTS: Case Summary & 19 Unsecured Creditors ALGON CORPORATION: Seeks to Hire Zvi Gold as Accountant ALKU LLC: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ALLIANCE DATA: Egan-Jones Lowers Senior Unsecured Ratings to BB ASCEND PERFORMANCE: S&P Assigns 'BB-' ICR; Outlook Stable B.L.E. INC: Case Summary & 20 Largest Unsecured Creditors BARNEYS NEW YORK: Madison Avenue Store in Manhattan to Remain Open BARNEYS NEW YORK: Riley/Brigade Loan Gives More Time to Find Buyer BEATRICE REALTY: Seeks to Use Cash "Held" at BofA BESTWALL LLC: Asbestos Panel's Bid to Dismiss Chap. 11 Case Denied BESTWALL LLC: Sept. 19 Hearing on Estimation Authorization Issues BLACKROCK CAPITAL: Fitch Lowers LT Issuer Default Rating to BB+ BLUE BEVERAGE: Seeks to Hire Hansen Law as Special Counsel BLUE BEVERAGE: Seeks to Hire Hudson Shine as Real Estate Broker BUFFALO ORIGINAL: Anchor Bar Wins Approval to Use Cash EAST COAST INVEST: Voluntary Chapter 11 Case Summary EDWARD JONES: $108K Sale of 3 Chattanooga Properties to J.F. Okayed ELANAR CONSTRUCTION: Court Approves Cash Collateral Use EYEPOINT PHARMACEUTICALS: Incurs $11.5M Net Loss in 2nd Quarter F.M.C. MARKET: $250K Sale of Elmsford Property to AMF Group Okayed FAMILY SERVICES: Case Summary & 13 Unsecured Creditors FLOYD E. SQUIRES: Examiner Selling Eureka Property for $240K FLOYD E. SQUIRES: Examiner Selling Eureka Property for $250K FOOT & ANKLE: Podiatry Clinic Wins OK to Access Cash Until Aug. 30 FORD MOTOR: Egan-Jones Lowers Senior Unsecured Ratings to BB+ FRIDA BABAEV: Zavulunov Buying 25% Interest in New York Barbershop GLOBAL MARINE: S&P Raises Rating on $300MM Sr. Unsecured Note to B- GULFSTREAM DIAGNOSTICS: Sept. 23 Plan Confirmation Hearing HALCON RESOURCES: Case Summary & 30 Largest Unsecured Creditors HALCON RESOURCES: Files for Chapter 11 With Prepack Plan HALCON RESOURCES: Mood's Lowers CFR to Caa3, Outlook Negative HENDRIX SCHENCK: Goldman Buying Brooklyn Property for $200K HENLEY PROPERTIES: Case Summary & 3 Unsecured Creditors HIGH BRASS FARM: Voluntary Chapter 11 Case Summary HYLAND SOFTWARE: S&P Affirms 'B-' ICR on Debt-Financed Dividend ION CORPORATE: S&P Discontinues 'B-' Issuer Credit Rating JACK COOPER: Case Summary & 30 Largest Unsecured Creditors JACK COOPER: Proposes Solus-Backed Restructuring Plan JEFE PLOVER: Dallas Buying LP Interest in Southlake for $175K JEREMY STUTES: $20K Sale of 1991 Sea Ray 420 Sundancer Approved JERRY BATTEH: Niermann Buying Jacksonville Property for $40K JOE HASH: Adame Buying Mount Airy Property for $149K JOSEPH BRENNICK: Avanti Buying Wauchula Property for $70K JTRL LLC: Aug. 28 Plan Confirmation Hearing JTRL LLC: Toby Buying Pittsburgh Property for $650K K&D INDUSTRIAL: $750K Sale of Vehicles/Equipment to Auctioneers OKd KABAM ASSOCIATES: Voluntary Chapter 11 Case Summary KEVIN WRIGHT: Proposes $105K Sale of Philadelphia Property LADDER CAPITAL: Moody's Affirms Ba2 CFR, Outlook Positive LAKEWAY PUBLISHERS: Warr Buying Personal Property for $11.5K LASALLE GROUP: Aug. 27 Auction of RealCo Facilities Set LOGISTICS BUDDY: May Sell $95K in Receivables to WEX LPC HOLDING: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable MARK CARLESIMO: Bouklis Buying Bronxville Property for $800K MIAH INVESTMENTS: Discloses Equity Holder in New Plan MICHAEL HANCOCK: Selling 50% Interest in Forrest Parcels for $25K MONEYGRAM INT'L: Moody's Affirms B3 CFR, Outlook Still Negative NABORS INDUSTRIES: Moody's Alters Outlook on Ba3 CFR to Negative NEENAH FOUNDRY: Moody's Affirms B3 CFR & Alters Outlook to Negative NEW MEDIA II: Moody's Reviews B2 CFR for Downgrade on Gannett Deal PETTUS PROPERTIES: Unsecureds to Get Paid From 50% of Plan Profits ROOFTOP GROUP: Fortune 8 Buying All Assets for $500K SEARS HOLDINGS: Tannor Capital Objects to Disclosure Statement SHANNON STALEY: Case Summary & 20 Largest Unsecured Creditors SMGR LLC: Miner Buying Murphy's Cocoa Property for $420K SPECIALTY RETAIL: Sets Bid Procedures for All Real Properties TECNICENTROS MUNDIAL: Case Summary & 20 Top Unsecured Creditors TLC CONSTRUCTION: Ashland Buying Equipment for $87K TWIFORD ENTERPRISES: Plan Confirmation Hearing Reset to Oct. 2 UNISYS CORP: Moody's Alters Outlook on B2 CFR to Negative VELMO USA: Case Summary & 20 Largest Unsecured Creditors WEATHERFORD INT'L: Objects to Equity Committee Appointment Bid WEATHERFORD INT'L: Seeks to Hire A&M as Financial Advisor WEATHERFORD INT'L: Seeks to Hire KPMG as Auditor WEATHERFORD INT'L: Taps Lazard Freres as Investment Banker WEBSTER PLACE: Unsecured Creditors to Get Full Payment in Cash WESTCHESTER NEUROLOGICAL: Taps Kirby Aisner as New Counsel WESTERN COMMS: Selling Oregon Newspapers Property for $2.3M WILBER'S BARBECUE: Sept. 17 Plan Confirmation Hearing ********* 152 BROADWAY: Seeks to Hire Hansen Law as Special Counsel --------------------------------------------------------- 152 Broadway Haverstraw NY LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Hansen Law PLLC as its special real estate counsel. The firm will provide legal services in connection with the sale of the Debtor's properties under a Chapter 11 plan. Its billing rates range from $275 to $450 per hour. Lawrence Hansen, Esq., the firm's attorney who will be representing the Debtor, charges $450 per hour while his associate's rate is $275 per hour. Mr. Hansen disclosed in court filings that the members and associates of his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Hansen Law can be reached through: Lawrence Hansen, Esq. Hansen Law PLLC 271 Madison Avenue, 18th Floor New York, NY 10016 Phone: (212) 972-3300 Cell Phone: (347) 510-8781 Direct Fax: (347) 287-6745 Email: lh@hansenlawpllc.com About 152 Broadway Haverstraw NY 152 Broadway Haverstraw NY LLC is the fee simple owner of warehouse and office buildings at 152 Broadway, Haverstraw, N.Y. The properties have an appraised value of $11 million. 152 Broadway Haverstraw NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22834) on April 19, 2019. At the time of the filing, the Debtor disclosed $11,000,269 in assets and $27,892,967 in liabilities. The case is assigned to Judge Robert D. Drain. Backenroth Frankel & Krinsky, LLP is the Debtor's legal counsel. 152 BROADWAY: Seeks to Hire Hudson Shine as Real Estate Broker -------------------------------------------------------------- 152 Broadway Haverstraw NY LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate broker. In an application filed in court, the Debtor proposes to employ Hudson Shine Realty to market its business and real property located at 152 Broadway, Haverstraw, N.Y. The property, which is owned by the Debtor, houses a defunct bottling plant previously operated by its affiliate Blue Beverage Group, Inc. Hudson Shine will get a 6 percent commission to be paid out of the sale proceeds. Joseph Fuchs, president of Hudson Shine, disclosed in court filings that the officers, directors and employees of the firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. About 152 Broadway Haverstraw NY 152 Broadway Haverstraw NY LLC is the fee simple owner of warehouse and office buildings at 152 Broadway, Haverstraw, N.Y. The properties have an appraised value of $11 million. 152 Broadway Haverstraw NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-22834) on April 19, 2019. At the time of the filing, the Debtor disclosed $11,000,269 in assets and $27,892,967 in liabilities. The case is assigned to Judge Robert D. Drain. Backenroth Frankel & Krinsky, LLP is the Debtor's legal counsel. 160 ROYAL PALM: Sept. 24 Plan Confirmation Hearing -------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of 160 Royal Palm, LLC, is approved. The Court has set a hearing to consider confirmation of the Plan on September 24, 2019 at 9:30 a.m., in United States Bankruptcy Court, Courtroom B, Flagler Waterview Building 1515 North Flagler Drive, Suite 801 West Palm Beach, FL 33401. The last day for filing and serving objections to confirmation of the Plan is on September 10, 2019. All payments as provided for in the Plan will be funded by the orderly liquidation of the Debtor's assets, either prior to confirmation of the Plan or after confirmation of the Plan by the Liquidating Trustee. Class 2 - Allowed Town Claims are impaired. In full satisfaction, settlement, release, extinguishment and discharge of the Town Claims, the Town shall receive payments consistent with the settlement agreements reached between the Debtor and the Town, which have been approved by the Bankruptcy Court, which consists of: (i) a payment in the amount of $250,000 that the Town has already received in or around April 2019, and (ii) a second payment in the amount of $100,000 that will be provided within 6 days of the Sale Approval Order becoming final and non-appealable. Class 3 - Allowed Unsecured Claims are impaired. In full satisfaction, settlement, release, extinguishment and discharge of such Claim, each holder of an Allowed Unsecured Claim against the Debtor's Estate shall receive Distributions on a pro rata basis with the Holders of all Allowed Claims in this Class 3 from available cash on deposit from time to time with the Debtor and/or the Liquidating Trustee, up to the full amount of each Allowed Claim, from: (i) the remaining Sale Proceeds, after the payment in full of all Allowed Trade Creditor Secured Claims and the Allowed Town Claims, (ii) the Litigation Claims Proceeds, subject to the terms below, and (iii) the remaining funds, if any, in the Sale Proceeds Reserve, following the complete administration of the Case. Class 4 - Equity Interests in the Debtor. Class 4 are the Equity Interests in the Debtor. The Debtor's parent, Palm House, LLC, is the Debtor’s 100% owner and member and makes up 100% of the Class 4 Equity Interests in the Debtor. Holders of Class 4 Equity Interest will not receive or retain any property under the Plan. All holders of Equity Interests in the Debtor shall be extinguished on the Effective Date. The Debtor will not be soliciting votes from Class 4 Equity Holders and thus the holders of Class 4 Equity Interest are deemed to reject the Plan. A full-text copy of the Amended Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y3alhnye from PacerMonitor.com at no charge. Counsel for the Plan Proponent is Eric Pendergraft, Esq., at Shraiberg, Landau & Page, P.A., in Boca Raton, Florida. About 160 Royal Palm 160 Royal Palm, LLC is a Florida limited liability company, which owns prime real property consisting of a partially constructed hotel/condominium located at 160 Royal Palm Way, Palm Beach, Florida. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. The case has been assigned to Judge Erik P. Kimball. The Debtor tapped Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., as its counsel; and Greenberg Traurig, P.A. as its special counsel and title agent. No official committee of unsecured creditors has been appointed in the Debtor's case. 2950 W. GOLF: BOBS Nevada Stops Use of Cash Collateral ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois entered an order prohibiting 2950 W. Golf, LLC from using cash collateral in favor of BOBS LLC, doing business as BOBS Nevada LLC. BOBS LLC has asked the Court to prohibit the Debtor from using cash collateral relating to a property at 2950 W. Golf Road, Rolling Meadows, Illinois. Hon. Jack Schmetterer finds that all rents and lease income derived or arising from the Property are outside of the Debtor’s bankruptcy estate, including all rents and lease income related from the Debtor’s lease with Club Meadows Realty, LLC. As such, Judge Schmetterer ordered that the Debtor turn over all rents and lease income in its possession, or otherwise held in its DIP account to Daniel Hyman of Millennium Properties R/E, the Receiver appointed in the foreclosure action in Case No. 17 CH 12072 in the Circuit Court of Cook County. Club Meadows shall pay to the Receiver in cash all post-petition administrative rent, prorated since May 16, 2019, the Court ruled. About 2950 W. Golf 2950 W. Golf, LLC, was formed in 2014 to acquire a property that had been developed into a health club and restaurant. The Company previously sought bankruptcy protection on Dec. 11, 2017 (N.D. Ill. Case No. 17-36643). 2950 W. Golf, LLC, again filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Case No. 19-14111) on May 16, 2019. As of the Petition Date, Debtor estimated assets between $10 million and $50 million and liabilities between $1 million and 10 million. Bach Law Offices, led by Penelope N. Bach, is the Debtor's counsel. 53 STANHOPE: Sept. 9 Disclosure Statement Hearing ------------------------------------------------- The hearing to consider approval of the disclosure statement explaining the Chapter 11 plan filed by 53 Stanhope LLC, 55 Stanhope LLC, 119 Rogers LLC, 127 Rogers LLC, 325 Franklin LLC, 618 Lafayette LLC, C & YSW, LLC, Natzliach LLC, 92 South 4th St LLC, 834 Metropolitan Avenue LLC, 1125-1133 Greene Ave LLC, APC Holding 1 LLC, D&W Real Estate Spring LLC, Meserole And Lorimer LLC, 106 Kingston LLC, Eighteen Homes LLC, 1213 Jefferson LLC, and 167 Hart, will be held on Sept. 9, 2019 at 10:00 AM. Class 4 - General Unsecured Claims are unimpaired. Payment in Cash on the Effective Date, of Allowed Amount of each such Claim plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment. A Claimant may elect to receive Interests in a Post-Confirmation Debtor instead of Cash payment. Each Claimant shall be entitled to elect to take Interests in the post-confirmation Debtor against whom the Claimant holds an Allowed Claim. The Claimant shall be entitled to Interests in the Debtor equal to $1,000 of net equity, which, in this example would equate to a 1% membership interest representing 1% of the Debtor's net equity. The Debtors believe that Claimants with Claims totaling at least $4,331,000 will elect to receive Interests instead of Cash. Class 5 - Interests Holders are impaired. On the Effective Date, Interests will be cancelled and Interest Holders shall be entitled to new interests in the New Owners (formed as a condition to the Exit Financing) under the same terms as their exiting Interests in the Debtors. Effective Date payments under the Plan will be paid from the Exit Financing. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y6yq3hu6 from PacerMonitor.com at no charge. The Plan was filed by Mark Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, in New York, on behalf of the Debtors. About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. Each of the Debtors is an affiliate of 73 Empire Developement LLC, which sought bankruptcy protection on Feb. 21, 2019 (Bankr. S.D.N.Y. Case No. 19-22285). 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors as counsel. A'GACI L.L.C.: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: A'GACI, L.L.C. dba Won Management, LLC dba O'Shoes dba Boutique Five 4958 Stout Dr, Suite 113 San Antonio, TX 78219-4400 Business Description: Headquartered in San Antonio, Texas, A'GACI is a fast-fashion retailer of women's apparel and accessories. A'GACI operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to- consumer business comprised of its e- commerce website www.agacistore.com. Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Debtor's exclusive A'GACI label. In addition, the Debtor sells shoes under its sister brand labels of O'Shoes and Boutique Five. Boutique Five also comprises a portion of apparel and accessory merchandise. The Debtor previously sought bankruptcy protection on Jan. 9, 2018 (Bankr. W.D. Tex. Case No. 18- 50049). Chapter 11 Petition Date: August 7, 2019 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 19-51919 Judge: Hon. Ronald B. King Debtor's Counsel: Eric Terry, Esq. ERIC TERRY LAW, PLLC 3511 Broadway San Antonio, TX 78209 Tel: (210) 468-8274 Fax: (210) 319-5447 Email: eric@ericterrylaw.com Debtor's Financial Advisor: SIERRA CONSTELLATION PARTNERS Debtor's Claims & Noticing Agent: PRIME CLERK LLC https://cases.primeclerk.com/agaci Counsel to the Secured Lenders: Jennifer Wertz, Esq. JACKSON WALKER LLP 100 Congress Avenue, Suite 1100 Austin, TX 78701 https://www.jw.com/ Tel: 512.236.2247 Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by David Won, managing partner. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb19-51919.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Almost Famous Trade Debt $119,285 270 West 38th Street, 19th Floor New York, NY 10018 2. Ambiance Apparel Trade Debt $242,832 2415 E. 15th Street Los Angeles, CA 90021 3. Chocolate U.S.A. Trade Debt $275,894 1150 Crocker St. Los Angeles, CA 90021 4. Deerbrook Mall, LLC Lease $137,424 350 N Orleans St, Ste 300 Chicago, IL 60654-1607 5. Dolphin Mall Associates, LLC Lease $274,226 c/o Taubman 200 E Long Lake Rd, Ste 300 Bloomfield Hills, MI 48304 6. Haynes & Boone, LLP Professional $316,450 P.O. Box 841399 Services Dallas, TX 75284-1399 7. Kurtzman Carson Professional $332,980 Consultants LLC Services Dept CH 16639 Palatine, IL 60055 8. Love Letter Collection Trade Debt $158,210 J & K Clothing Inc. dba Love Letter Coll 755 E. 12th Street Los Angeles, CA 90021 9. Love Note Love Note Trade Debt $167,079 dba Skylar Rose 3015 S Alameda St. Los Angeles, CA 90058 10. Macerich South Plains LP Lease $139,453 c/o Macerich 401 Wilshire Blvd, Ste 700 Santa Monica, CA 90401 11. Mythics Inc Trade Debt $108,817 4525 Main Street, Ste. 1500 Virginia Beach, VA 23462 12. North Star Mall, LLC Lease $272,670 350 N Orleans St, Ste 300 Chicago, IL 60654-1607 13. Nylon Apparel Inc. Trade Debt $110,652 777 E 12th St. #1-16 Los Angeles, CA 90021 14. Parks at Arlington, LLC Lease $132,810 350 N Orleans St, Ste 300 Chicago, IL 60654-1607 15. Simon Property Lease $546,331 Group (TX), LP 225 West Washington St Indianapolis, IN 46204-3438 16. SSG Advisors LLC Professional $352,784 300 Barr Harbor Drive Services Five Tower Bridge, Suite 420 Conshohocken, PA 19428 17. Sunrise Mills (MLP), LP Lease $153,908 225 West Washington St Indianapolis, IN 46204-3438 18. Wax Jean Trade Debt $254,075 2415 E. 15th Street Los Angeles, CA 90021 19. Willowbrook Mall (TX), LLC Lease $184,689 350 N Orleans St, Ste 300 Chicago, IL 60654-1607 20. YMI Jeanswear Inc. Trade Debt $260,205 1155 S. Boyle Avenue Los Angeles, CA 90023 A'GACI, L.L.C.: Returns to Chapter 11 to Close All Stores --------------------------------------------------------- A'GACI, LLC, a fashion retailer based in Texas, has returned to Chapter 11 bankruptcy with the intention to close and wind down all of its brick and mortar store locations. As of Aug. 7, 2019, A'GACI operated 54 retail stores. The Debtor's stores are located in fashion retail venues predominately in Texas, Florida, California, and Illinois. The Debtor's corporate office is located in San Antonio, Texas. In addition, the Debtor has its distribution center in San Antonio, Texas. Thomas J. Lynch, a senior managing director at Sierra Constellation Partners who was engaged as financial advisor to the Debtor, explained that the Debtor has faced a challenging business environment brought on by a shift in consumer preferences away from shopping at brick and mortar stores to online retail channels, hurricanes that impacted its most profitable stores, and difficulties with the implementation of an inventory management system. These factors have left the Debtor with a significant number of stores operating at sub-optimal performance levels. The Debtor's management team, in the exercise of their sound business judgment and in consultation with their advisors ultimately determined that it is appropriate to initially close and wind down all of its brick and mortar store locations. The Debtor selected a contractual joint venture of SB360 Capital Partners, LLC and Hilco Merchant Resources, LLC, to manage the store closings, as well as to sell all remaining inventory and furniture, fixtures, and equipment at the Debtor's stores. The SB360/Hilco Joint Venture will receive at least 1 percent from gross sales in consideration of its services. Pursuant to the consulting agreement with the JV, the sales of the inventory are to take place from August 1, 2019 through August 31, 2019. The Debtor has filed a motion asking the bankruptcy court to enforce the automatic stay to compel landlords to provide access to the store premises and the Debtor's merchandise. According to the Debtor, on July 31, 2019, certain landlords changed the locks on 12 of the Debtor's store locations based on provisions in their respective leases including the Debtor's failure to pay rent. Prepetition lenders, led by Second Avenue Capital Partners, LLC, an affiliate of SB360, is providing the Debtors a $10 million senior secured asset-based loan to fund the administration of the Chapter 11 case and store closing sales. As of the Petition Date, the Debtor's capital structure consists of outstanding funded-debt obligations in the aggregate principal amount of not less than $6,099,124 owing under a prepetition senior secured revolving credit facility with Second Avenue Capital Partners, LLC, as lender and collateral agent and administrative agent. About A'GACI, L.L.C. Headquartered in San Antonio, Texas, A'GACI is a fast-fashion retailer of women's apparel and accessories. A'GACI operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to-consumer business comprised of its e-commerce website www.agacistore.com. Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Debtor's exclusive A'GACI label. In addition, the Debtor sells shoes under its sister brand labels of O'Shoes and Boutique Five. The Debtor previously sought bankruptcy protection (Bankr. W.D. Tex. Case No. 18-50049) on Jan. 9, 2018, and exited bankruptcy in July 2018 after reducing the number of stores from 75 to 55. A'GACI, L.L.C., again sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-51919) on Aug. 7, 2019, disclosing plans to close all store locations. The Hon. Ronald B. King is the case judge. ERIC TERRY LAW, PLLC is serving as counsel to the Debtor. SIERRA CONSTELLATION PARTNERS is the financial advisor. Prime Clerk LLC is the claims agent. AHI INVESTMENTS: Case Summary & 19 Unsecured Creditors ------------------------------------------------------ Debtor: AHI Investments, LLC 153 Carolina Cherry Court Pooler, GA 31322 Business Description: AHI Investments LLC is a privately held company that offers child day care services. It is the fee simple owner of a property located at 153 Carolina Cherry Court Pooler, GA 31322, valued by the Company at $3.45 million. Chapter 11 Petition Date: August 5, 2019 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Case No.: 19-41075 Judge: Hon. Edward J. Coleman III Debtor's Counsel: Gai Lynn McCarthy, Esq. KUMAR PRABHU PATEL & BANERJEE, LLC One Lakeside Commons 990 Hammond Drive, Suite 800 Atlanta, GA 30328 Tel: 678-443-2215 Fax: 678-443-2230 E-mail: gmccarthy@kppblaw.com Total Assets: $3,800,817 Total Liabilities: $3,537,190 The petition was signed by Laukik Patel, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/gasb19-41075.pdf ALGON CORPORATION: Seeks to Hire Zvi Gold as Accountant ------------------------------------------------------- Algon Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an accountant. In an application filed in court, the Debtor proposes to employ Zvi Gold, CPA, an accounting firm in Miami Beach, to prepare its monthly operating reports, review bi-monthly payroll, assist with any financial reporting required in its Chapter 11 case, and provide other accounting services. The firm will charge an hourly fee of $60 for its services. Zvi Gold does not have any connection with the Debtor, creditors or any other "party in interest," according to court filings. The firm can be reached through: Zvi Gold Zvi Gold, CPA 4575 Nautilus Drive Miami Beach, FL 33140 About Algon Corp Algon Corp -- https://www.algon.com/ -- is a worldwide distributor of raw materials and industrial parts for the pharmaceutical, cosmetic, and food industries. The Company is located in Miami, Florida. Algon Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-18864) on July 1, 2019. In the petition signed by its president, Alfredo Suarez, the Debtor estimated assets and liabilities of less than $10 million. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Geoffrey S. Aaronson, Esq., at Aaronson Schantz Beiley P.A. ALKU LLC: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to ALKU, LLC. Concurrently, Moody's assigned a B2 rating to ALKU's proposed $30 million senior secured revolving credit facility and $218 million senior secured first lien term loan. The outlook is stable. This is the first time Moody's has assigned ratings to ALKU. Proceeds from the debt issuance, combined with equity will be used to fund FFL Partners' acquisition of ALKU and pay related fees and expenses. BPTW Merger Sub, LLC will be the initial borrower, and upon the consummation of the acquisition, ALKU, LLC will assume the obligations and become the borrower. "ALKU's niche market focus drives its strong growth and profitability margins, partially offsetting its small scale, cyclical exposure and low free cash flow", says Shirley Singh, Moody's lead analyst for the company. Assignments: Issuer: ALKU, LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Gtd Senior Secured Term Loan, Assigned B2 (LGD3) Gtd Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: ALKU, LLC Outlook, Assigned Stable RATINGS RATIONALE ALKU's B2 CFR is constrained by the company's small scale, moderately high initial pro forma debt-to-EBITDA leverage of 5.2x (as of LTM June 2019), competitive and volatile nature of the staffing industry with low entry barriers and inherent cyclicality. ALKU's niche market focus on high-skilled professions -- Life Sciences, Healthcare IT (HCIT), technology and Government roles (with top clearance requirements) -- supports the company's above average profitability margins and good customer retention. The company's innovative internship and training program as a means of screening for new entry-level sales personnel, and aggressive staff expansion are driving strong producer productivity and revenue growth. The rating also benefits from the company's variable cost structure and low capital needs due to the flexibility to adjust the sales staff based on client spending levels and limited office locations. Because of its focus on highly specialized skills and declining unemployment rates, Moody's anticipates challenges in maintaining its pool of candidates and bill/pay rate spread that drives its gross margins. Customer concentration is somewhat higher than other rated staffing firms, creating risk if clients shift staffing providers. Cyclical client spending is only partially mitigated by the focus on specialized skill positions and customer needs that would moderately dampen volatility. With FFL Partners acquiring a controlling stake, Moody's believes the company's financial policy will be aggressive, including event risk from debt-financed acquisitions and dividends, which could increase leverage and vulnerability to cyclical downturns. Moody's expects ALKU's debt-to-EBITDA leverage will decline below 5.0x over the next 12-18 months. Strong growth, particularly in Life Sciences and the HCIT segment, is expected to continue over the next 12-18 months due to favorable industry tailwinds including rising FDA compliance incidents and ramp up of Cerner's electronic health record (EHR) modernization project with DoD and VA, for which ALKU is a key staffing partner. With an EBITDA margin in mid-teens and low capital requirements, free cash flow will likely be close to 5% of debt, a level supportive of B2 rating. Maintenance of these financial metrics and liquidity is an important consideration for the rating, given ALKU's small scale and cyclicality of the business. The stable outlook reflects Moody's expectation that high single digit revenue growth and an EBITDA margin in mid-teens will trend debt-to-EBITDA leverage below 5.0x over the next 12-18 months. Moody's also expects the company to maintain good liquidity including free cash flow above $10 million. The rating could be downgraded if slowing revenue growth or a decline in the EBITDA margin leads to debt/EBITDA sustained above 5.0x or free cash flow to debt below 5%. A deterioration in liquidity or debt financed acquisitions or shareholder distributions could also lead to a downgrade. Given ALKU's small scale and narrow operating scope, an upgrade is unlikely over the next two years. However, if ALKU's scale and customer diversity improves, debt/EBITDA is sustained below 4.0x, the company generates strong free cash flow, and demonstrates and commits to a conservative financial policy, the ratings could be upgraded. The first lien credit agreement contains provisions for incremental debt capacity up to the greater of $40 million and trailing twelve months consolidated EBITDA plus additional amounts subject to a 5.35x pro forma total net leverage requirement (if pari passu secured). Expected terms allow the release of guarantees when any subsidiary ceases to be wholly owned; there are no anticipated "blocker" provisions providing additional restrictions on top of the covenant carve-outs to limit collateral leakage through transfers of assets to unrestricted subsidiaries. There are no leverage-based step-downs to the asset sales proceeds prepayment requirement. The proposed terms and the final terms of the credit agreement can be materially different. Headquartered in Andover, Massachusetts, ALKU is a specialized provider of temporary and contractual consultants in the technology, healthcare IT, life sciences and government sectors (top secret clearance-related roles). Following the close of the proposed transaction, the FFL Partners will own a controlling stake in ALKU. The company is estimated to have generated $247 million in revenue in last twelve months ended June 2019. ALLIANCE DATA: Egan-Jones Lowers Senior Unsecured Ratings to BB --------------------------------------------------------------- Egan-Jones Ratings Company, on July 29, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Alliance Data Systems Corporation to BB from BB+. Headquartered in Columbus, Ohio, Alliance Data Systems Corporation is a publicly-traded provider of loyalty and marketing services, such as private label credit cards, coalition loyalty programs, and direct marketing, derived from the capture and analysis of transaction-rich data. ASCEND PERFORMANCE: S&P Assigns 'BB-' ICR; Outlook Stable --------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Houston-based Ascend Performance Materials Operations LLC and its 'BB-' issue-level and '3' recovery ratings to the $1.1 billion term loan B proposed by the company to refinance existing debt and fund a dividend to shareholders. The rating on Ascend Performance Materials reflects S&P's view of its relatively narrow focus on nylon 6,6 and intermediate chemicals, somewhat offset by modest end market diversity and improved product mix. In addition, Ascend operates in cyclical end markets, and competitive pressures change based largely on commodity input prices. The company's propylene-based products face competition from butadiene-based products, such as from competitor INVISTA Equities LLC. Still, the business risk profile assessment factors in several favorable characteristics, including the company's position as one of only two large, global nylon 6,6. players with proprietary technology for adiponitrile production, a key intermediate. Ascend also benefits from a number of production facilities that are located near raw material suppliers and each other, which keeps transport costs low. The increasing shift toward electric vehicles (EVs), which use much of the company's products, as well as housing, construction, and strong industrial activity should translate to greater demand for nylon 6,6. applications for at least the next several years. Ascend's very high proportion of sales via contracts with price pass-through mechanisms offsets much but not all of the risk arising from unpredictable input costs, although S&P believes it still remains somewhat exposed to volatile raw material prices. S&P said, "The stable outlook reflects our expectation that Ascend (including APM Disc) will continue to improve operating results and overall profitability in line with U.S. GDP growth. We expect the engineered plastics and automotive-related products segments to be favorable, given both industries are expected to grow at or above the U.S. GDP. We expect sales to slightly outgrow GDP as Ascend benefits from a shift toward EVs globally since more of its products are found in EVs. We also expect Ascend to maintain leverage metrics with debt to EBITDA at or below 4x and FFO to debt of greater than 20%. Additionally our stable outlook reflects our expectation that Ascend would not pursue any additional large debt-funded shareholder rewards or acquisitions. "We could take a negative rating action if Ascend's end market demand weakened and sales of higher-margin products declined, leading to EBITDA margins dropping by 500 basis points (bps) from our current expectations, FFO to debt of less than 20%, and debt to EBITDA greater than 4.0x over the next year, with no immediate prospect for improvement. We could also take a negative rating action if Ascend pursues any additional sizable debt-funded shareholder rewards or acquisitions. "We view a positive rating action over the next 12 months as unlikely. Although we view Ascend's credit measures as relatively strong for the rating, the financial risk profile is essentially capped due to financial sponsor ownership by SK Titan. However, an upgrade is possible if Ascend continues to improve its end market and product diversity/mix, leading to improved profitability, combined with a permanent shift in financial policies and sponsor ownership reduced to below 40%." B.L.E. INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: B.L.E., Inc. 1227 High Ridge Road, Suite 335 Stamford, CT 06905 Business Description: B.L.E., Inc. is in the business of commercial and industrial machinery and equipment (except automotive and electronic) repair and maintenance. The Company previously sought bankruptcy protection on Aug. 23, 2018 (Bankr. D. Conn. Case No. 18- 51102) and Dec. 5, 2018 (Bankr. D. Conn. Case No. 18-51588). Chapter 11 Petition Date: August 7, 2019 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Case No.: 19-51059 Judge: Hon. Julie A. Manning Debtor's Counsel: James M. Nugent, Esq. HARLOW, ADAMS & FRIEDMAN, P.C. One New Haven Ave, Suite 100 Milford, CT 06460 Tel: (203) 878-0661 Fax: (203) 878-9568 E-mail: jmn@quidproquo.com Total Assets: $585,767 Total Liabilities: $1,092,321 The petition was signed by Adam H. Betts, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ctb19-51059.pdf BARNEYS NEW YORK: Madison Avenue Store in Manhattan to Remain Open ------------------------------------------------------------------ Luxury specialty retailer Barneys New York, Inc., filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Lead Case No. 19-36300) on Aug. 6, 2019, with plans to shutter 15 of its 22 locations. Barneys New York said it has secured $75 million in new capital to facilitate a going concern sale process. Barneys New York intends to use the court-supervised process to review store leases to best optimize the Company's operations and consider all value enhancing transactions. Barneys New York will continue to serve customers in five flagship locations: Madison Avenue, Downtown NYC, Beverly Hills, San Francisco and Copley Place in Boston, as well as two Barneys Warehouse locations, including Woodbury Common and Livermore. In addition, Barneys.com and BarneysWarehouse.com will continue serving our customers without disruption. As a part of the Chapter 11 process, Barneys New York will close its physical store locations in Chicago, Las Vegas and Seattle, in addition to five smaller concept stores and seven Barneys Warehouse locations. Affiliates of Hilco Global and the Gordon Brothers Group are providing the $75 million in new capital, which, combined with operating cash flow, will help Barneys New York to meet its go-forward financial commitments. Vanessa Friedman and Michael J. de la Merced, writing for The New York Times, report that Barneys NY confirmed weeks of speculation by announcing at midnight on Monday that it was seeking bankruptcy protection to restructure its business and pursue a sale. Barneys is controlled by hedge fund Perry Capital. NY Times says Barneys will keep its Madison Avenue store in Manhattan open and its nine-floor footprint will also remain the same. The building has become synonymous with the brand name, will stay open. Barneys plans to move inventory and some employees from its shuttered locations into the seven remaining stores. It denied that this was in preparation for a liquidation of stock, NY Times adds. Despite ending operations at 15 different locations, Barneys said it would still move forward with planned openings set for Bal Harbour shops in Miami Beach as well as New Jersey's American Dream Mall, writes Janice Williams for Newsweek. About Barneys New York Barneys New York (Barneys) -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment, and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, New York. The Debtors' bankruptcy cases are pending joint administration before the Honorable Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. Kirkland & Ellis LLP is serving as the Company's legal advisor, Houlihan Lokey is serving as financial advisor and M-III Partners, L.P. is serving as its restructuring advisor. Katten Muchin Rosenman LLP is the conflicts counsel. Bankruptcy Management Solutions, Inc., d/b/a Stretto, is the claims agent. BARNEYS NEW YORK: Riley/Brigade Loan Gives More Time to Find Buyer ------------------------------------------------------------------ Soma Biswas, writing for The Wall Street Journal, reported that at a hearing on Aug. 7, Judge Cecelia Morris granted interim approval of $75 million of the $218 million in financing from B. Riley Financial Inc. and Brigade Capital Management LP on the same terms as the original loan from Gordon Brothers Retail Partners LLC and Hilco Global. According to the report, citing Barneys lawyer Joshua Sussberg, Esq., the DIP financing package from B. Riley and Brigade provides Barneys until the end of October to find a buyer. The $75 million financing deal with Hilco and Gordon gave the Debtors until October 1 to find a buyer. The Journal related that the new loan from B. Riley and Brigade will enable the company to pay off all of its existing $190 million in loans from Wells Fargo Bank NA and TPG Sixth Street Partners. The prior $75 million loan from Hilco and Gordon Brothers would have paid down only $50 million of its outstanding debt, the Journal noted. Both loan offers would have provided Barneys the same amount -- about $25 million -- in new money, the Journal said, citing a person familiar with the matter. The Journal also noted that both lenders offered a so-called consignment facility, a loan that can be used to purchase inventory to stock shelves, but one that requires Barneys to share in the proceeds from the sale of inventory. B. Riley and Brigade are offering a $30 million consignment facility, the Journal related, citing to people familiar with the matter. According to the people, the larger DIP loan generated more inbound calls from interested buyers, the Journal further related. Barneys received four nonbinding proposals for DIP financing, including one from a landlord and one from a party interested in its intellectual property, but these offers were rejected because they didn't provide the retailer with enough time to find a buyer, the Journal said, citing court filings. Counsel to the Prepetition ABL Agent: Donald Rothman, Esq. Steven E. Fox, Esq. Riemer & Braunstein LLP Times Square Tower Seven Times Square, Suite 2506 New York, NY 10036 Email: drothman@riemerlaw.com sfox@riemerlaw.com Counsel to the Prepetition Term Agent: Kevin J. Simard, Esq. Mark D. Silva, Esq. Choate, Hall & Stewart LLP Two International Place Boston, MA 02110 Email: ksimard@chaote.com msilva@choate.com Counsel to TPG Specialty Lending, Inc.: Adam Harris, Esq. Kelly V. Knight, Esq. Schulte Roth & Zabel 919 Third Avenue New York, NY 10022 Email: adam.harris@srz.com kelly.knight@srz.com Counsel to the DIP Agent and the DIP Lenders: Sidney P. Levinson, Esq. Michael Schneidereit, Esq. Jeremy Evans, Esq. Jones Day 250 Vesey Street New York, New York 10281 Email: slevinson@jonesday.com mschneidereit@jonesday.com jdevans@jonesday.com About Barneys New York Barneys New York (Barneys) -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment, and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, New York. The Debtors' bankruptcy cases are pending joint administration before the Honorable Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. Kirkland & Ellis LLP is serving as the Company's legal advisor, Houlihan Lokey is serving as financial advisor and M-III Partners, L.P. is serving as its restructuring advisor. Katten Muchin Rosenman LLP is the conflicts counsel. Bankruptcy Management Solutions, Inc., d/b/a Stretto, is the claims agent. BEATRICE REALTY: Seeks to Use Cash "Held" at BofA ------------------------------------------------- Beatrice Realty Group, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize use of cash collateral and to conduct an expedited hearing on the motion in order to avoid immediate and irreparable harm to the Debtor's estate. The Debtor and Citizens Bank, N.A., are parties to a line of credit. As of the Petition Date, the Debtor owes Citizens approximately $49,500. The debt is secured by a lien on all personal property owned or hereafter acquired by the Debtor, which lien Citizens also perfected by a UCC financing statement filed prepetition with the Office of the Secretary of State for the Commonwealth of Massachusetts. Prior to and as of the Petition Date, (i) the Debtor, (ii) Derek Beatrice, (iii) Bay State Homes Corporation, and (iv) and Steven Ablitt, were parties to a litigation in the Suffolk Superior Court in which Bay State Homes and Ablitt sought judgment confirming an arbitration award against the Debtor and Beatrice. A judgment in favor of Ablitt and Bay State Homes amounting to $536,925 was entered in the Suffolk Litigation. Subsequently, an appeal by the Debtor and Beatrice has been filed and was pending as of the Petition Date. The Suffolk Superior Court, pursuant to a motion by Ablitt and Bay State Homes, ordered attachment by Trustee Process for all the goods, effects, and credits of Derek Beatrice, Beatrice Realty Group, LLC, Exit Realty Middleton and Exit Realty Beatrice Associates, on deposit or in the custody of the Bank of America. Joseph G. Butler, counsel to the Debtor, disclosed that Bank of America caused "holds" to be placed on three accounts of the Debtor at the Bank of America, effectively denying the Debtor access to said funds, which as of July 26, 2019 contain balances of (i)$117,941; (ii)$63,358; and $3,649. The Debtor believes that the lien and security interest, if any, of Ablitt and Bay State Homes is subject to avoidance under Chapter 5 of the Bankruptcy Code. Pursuant to the Motion, the Debtor further seeks that: (a) Citizens, and Steven Ablitt and Bay State Homes Corporation, receive replacement liens in and to all property, including any property purchased or acquired with the cash collateral, but excluding any causes of action under Chapter 5 of the Bankruptcy Code. The replacement liens shall be recognized only to the extent of any postpetition diminution in the value of Citizen's prepetition collateral from the Debtor’s use of cash collateral during this Chapter 11 case; and (b) the Debtor will pay Citizen $350 monthly as additional adequate protection. A copy of the Motion and the proposed budget is available for free at: http://bankrupt.com/misc/Beatrice_R_Cash_M.pdf About Beatrice Realty Group Beatrice Realty Group, LLC is a Massachusetts limited liability company which operates a real estate brokerage in Middleton, Massachusetts. Beatrice Realty Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Law Office of Joseph G. Butler is the Debtor's legal counsel. BESTWALL LLC: Asbestos Panel's Bid to Dismiss Chap. 11 Case Denied ------------------------------------------------------------------ Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, denied the official committee of asbestos claimants' motion to dismiss the Chapter 11 case of Bestwall LLC, or, alternatively, transfer venue of the bankruptcy case. The Committee filed the Motion requesting that the Court dismiss Bestwall's bankruptcy case as a bad faith filing pursuant to section 1112(b) of the Bankruptcy Code. Alternatively, the Committee requested that the Court transfer venue of the case to Delaware in the interests of justice or for the convenience of the parties, pursuant to 28 U.S.C. Section 1412. Judge Beyer held that dismissal is not appropriate, pointing out that attempting to resolve asbestos claims through Section 524(g) is a valid reorganizational purpose, and filing for Chapter 11, especially in the context of an asbestos or mass tort case, need not be due to insolvency. The Court also pointed out that Bestwall has the full ability to meet all of its obligations (whatever they may be) through its assets and Georgia-Pacific LLC's assets, which are available through the Funding Agreement, and to continue as a going concern. The Committee argues that the Court should disregard the Funding Agreement and other support agreements between Bestwall and New GP and that without the Funding Agreement, Bestwall would be unable to reorganize. But the Funding Agreement exists and is enforceable; it cannot be disregarded, Judge Beyer held. Further, Judge Beyer pointed out that there is no requirement that Bestwall fund the entirety of a section 524(g) trust with its own assets or securities and added that, even outside of the Funding Agreement, Bestwall owns substantial assets and operating businesses that produce cash flow. These include bank accounts that contain approximately $20 million in cash, real estate that generates monthly lease revenue, and, most materially, the equity interest in non-debtor PlasterCo, which is projected to generate $18 million in annual EBITDA in 2019 and beyond and whose equity is valued at approximately $145 million, the Court noted. For these same reasons (i.e., Bestwall owns assets and businesses that generate revenue), Judge Beyer finds that Bestwall satisfies any applicable "ongoing business requirement" in sections 524(g) and 1141(d)(3) of the Bankruptcy Code. Because the Court concludes that this case is not objectively futile, it need not (and does not) reach the issue of whether this case was filed in subjective bad faith. The Court will ultimately have to rule on Bestwall's good faith, albeit in a different context, at confirmation. With respect to the Transfer Motion, the Court held that venue in Texas is proper because Bestwall is domiciled in the Western District of North Carolina, and many of its assets are here. Most importantly, retaining the case in this district best promotes the efficient administration of Bestwall's estate because, among other things, it avoids the superfluous administrative expenses and delay associated with transferring a case that has been pending in this district for over a year (by the time of the hearing on the Motion) to a court in another district. A full-text copy of the Memorandum Opinion & Order is available at https://tinyurl.com/yyayuegh from Donlinrecano.com at no charge. Bestwall LLC, Debtor, represented by Danielle Barav-Johnson, Jones Day, Garland S. Cassada, Robinson Bradshaw & Hinson, Kevin R. Crandall, Robinson, Bradshaw & Hinson, P.A., Danielle D. Donovan, Jones Day, Jeffrey Brian Ellman, Jones Day, Brad B. Erens, Gregory M. Gordon, Barbara Harding, Raymond Paul Harris, Jr., Schachter Harris LLP, Jones Day, Jonathan C. Krisko, Robinson, Bradshaw & Hinson, P.A., Stuart L. Pratt, Robinson Bradshaw Hinson P.A., Amanda Rush, Jones Day, Cary Ira Schachter, Schachter Harris LLP, David M. Schilli, Robinson, Bradshaw & Hinson, P.A., Richard A. Schneider, King & Spalding LLP, Andrew W.J. Tarr, Robinson, Bradshaw & Hinson, PA, Erin A. Therrian, Schachter Harris, LLP & Richard C. Worf, Robinson Bradshaw Hinson P.A. Georgia-Pacific LLC, Interested Party, represented by Mark P. Goodman, Debevoise & Plimpton, M. Natasha Labovitz, Debevoise & Plimpton, John R. Miller, Jr., RAYBURN COOPER & DURHAM, P.A. & Matthew L. Tomsic, Rayburn Cooper Durham P.A. Simmons Hanly Conroy LLC, Interested Party, pro se. Kazen, McClain, Satterley & Greenwood, PLC, Interested Party, pro se. Cooney & Conway, Interested Party, represented by Katharine C. Byrne, Cooney Conway & John D. Cooney, Cooney & Conway. Honeywell International Inc., Interested Party, represented by Darren Azman, McDERMOTT WILL & EMERY LLP, Harry Lee Davis, Jr., Davis Hamrick LLP & Jason L. Walters, Davis Hamrick LLP. Dean Omar & Branham, LLP, Interested Party, represented by Charles W. Branham, III, Dean Omar Branham LLP & William Marc Graham, Wallace and Graham P.A. Shrader, Interested Party, represented by Robert Eugene Shuttlesworth, Shrader Associates LLP. Sander Esserman, Future Claimants Representative, Interested Party, represented by Edwin J. Harron, Young Conaway Stargatt & Taylor, LLP & Felton Parrish, Hull & Chandler, P.A. Foster & Sear, Interested Party, represented by Jeff A. McCurdy, Foster Sear LLP. The Official Committee of Asbestos Claimants of Bestwall, LLC, Creditor Committee, represented by Mark Andrew Fink, New York Office, Linda Wright Simpson, JD Thompson Law, Glenn C. Thompson, Hamilton Stephens Steele & Martin & Davis Lee Wright, Robinson & Cole LLP. About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. BESTWALL LLC: Sept. 19 Hearing on Estimation Authorization Issues ----------------------------------------------------------------- A hearing to consider the Bestwall LLC's Motion for Estimation of Current and Future Mesothelioma Claims solely with respect to the Estimation Authorization Issues will be held on September 19, 2019 at 9:30 a.m., Eastern Time, according to an order agreed to by the Debtor, the official committee of asbestos claimants appointed in the Debtor's Chapter 11 case, Sander L. Esserman as the Future Claimants' Representative appointed in the Debtor's Chapter 11 case, and the Debtor's non-debtor affiliate Georgia-Pacific LLC ("New GP"). Since the outset of the Chapter 11 case, the Debtor, the Asbestos Committee, and the FCR have engaged in negotiations in an effort to reach agreement on a consensual plan of reorganization. Those efforts, according to the Debtor, have thus far been unsuccessful, and the primary dispute among the parties is the extent to which the Debtor has liability for current and future asbestos claims and, in particular, current and future asbestos mesothelioma claims. The Debtor, therefore, asks that the Court estimate its liability for current and future mesothelioma claims with respect to its joint compound products. The Debtor seeks an estimation of these current and future mesothelioma claims for purposes of formulating and confirming a section 524(g) plan of reorganization that ultimately will be accepted by at least 75% of the current asbestos claimants who vote on the plan. The Debtor has filed a plan of reorganization, a full-text copy of which is available at https://tinyurl.com/y4g63o9r from DonlinRecano.com at no charge, that contemplates the payment of a specified amount (to be determined after the estimation) to fund a section 524(g) trust. The requested estimation will assist the parties in determining that amount unless an agreement is reached earlier. To be specific, the Debtor proposes that the Court estimate current and future mesothelioma claims against the Debtor that: (a) arose, in whole or part, from alleged exposure to joint compound products that contained asbestos either as a constituent ingredient or an alleged contaminant; and (b) were manufactured and sold by the Debtor or its predecessors on or before December 31, 1977 (the "Asbestos-Containing Joint Compound Products). About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. BLACKROCK CAPITAL: Fitch Lowers LT Issuer Default Rating to BB+ --------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating, senior secured debt and senior unsecured debt ratings of BlackRock Capital Investment Corporation to 'BB+' from 'BBB-'. In addition, Fitch has placed BKCC's ratings on Rating Watch Negative. Key Rating Drivers IDR AND SENIOR DEBT The downgrade of BKCC's ratings follows 2Q19 earnings results, which showed that legacy investments in the portfolio have continued to experience challenges, driving $15.3 million of net realized and unrealized losses in 1H19, which included $23.7 million of net realized losses and $8.4 million of net unrealized appreciation, and a material reduction in the cushion to the firm's minimum shareholders' equity covenant in its revolving credit facility agreement (just $19.1 million at 2Q19). Additionally, net investment income (NII) coverage of the dividend declined to 90.6% for the quarter, continuing a trend of coverage being below 100% over the past year. As a result, BKCC announced that it would be reducing its dividend to $0.14 per share from $0.18 per share beginning 3Q19. The downgrade also reflects an increase in BKCC's leverage, which Fitch views negatively given continued exposure to equity and other underperforming legacy investments, and execution risk associated with BKCC's long-term strategy of exiting remaining legacy positions and rebalancing the portfolio toward more first lien, yielding debt investments. The Negative Watch reflects Fitch's belief that BKCC's cushion on its minimum shareholders' equity covenant is not sufficient to account for potential realized or unrealized losses, which could result from credit deterioration or market volatility, particularly while equity investments and other underperforming legacy investments remain in the portfolio. BKCC's ability to increase its cushion relative to the minimum shareholders' equity covenant, to a level sufficient to account for incremental valuation volatility and credit deterioration in the portfolio in the medium-term, would be the primary determinant in resolving the Negative Watch. Fitch views BKCC's liquidity position as adequate, with $21.9 million of balance sheet cash and $238.0 million of available capacity under its senior secured credit facility, subject to leverage restrictions, at June 30, 2019. However, Fitch believes that commitments under the credit facility could be reduced if BKCC amends the facility to reduce the minimum shareholders' equity required under its covenant. BKCC previously amended its credit facility in March 2018, to reduce the minimum shareholders' equity covenant to $450 million from $500 million, which resulted in a reduction in the facility commitments to $400 million from $440 million. At June 30, 2019, BKCC's cushion on its minimum shareholder's equity covenant was $19.1 million, which represented 2.7% of the portfolio at value. Net realized and unrealized losses on the portfolio have averaged 1.6% of the beginning portfolio at value over the last six quarters and were above 2.7% in two of the last three quarters. Asset quality trends continue to deteriorate and BKCC recorded net realized losses representing approximately 3.4% of the average portfolio, at value, in 1H19, which has continued a trend of elevated losses in recent years driven by ongoing challenges in the legacy portfolio. The level of deterioration in recent quarters was unexpected, as Fitch believed performance would stabilize given the restructurings and exits of many legacy investments during the past three years. Fitch believes that there is the potential for incremental portfolio losses until all remaining legacy non-core investments have been exited. Additionally, Fitch believes sector credit performance is unsustainably good, which could result in additional portfolio losses in the future as the core portfolio seasons. At June 30, 2019, legacy non-core investments accounted for 28% of BKCC's portfolio at fair value, comprised of 22% performing debt investments, 5% equity investments and 1% non-accrual investments. Total equity exposure, excluding the investment in BCIC Senior Loan Partners, LLC, was 13.3% of the portfolio at fair value at 2Q19, which is down from 18.4% a year ago but remains elevated relative to peers. As a result, BKCC's portfolio has experienced above-average valuation volatility, which drove meaningful net realized and unrealized losses of $46.5 million during 4Q18 (5.9% of the beginning portfolio at cost), which included net unrealized depreciation of $75.4 million and net realized gains of $28.9 million. The net unrealized depreciation was partially due to the market volatility experienced during the quarter. While BKCC recognized $8.4 million of net unrealized appreciation in 1H19, certain equity positions have continued to experience material price declines. Management is focused on opportunistically monetizing equity positions and redeploying proceeds into yielding debt investments over time, which should improve the stability of NII and limit further declines in net asset value (NAV) resulting from market movements. Still, Fitch believes there is execution risk associated with this strategy as the timing of additional exits is uncertain and the price at which these investments are exited could drive additional losses for BKCC. BKCC's portfolio remains more concentrated than that of its BDC peers, with the top 10 portfolio companies representing 66.9% of total assets at June 30, 2019. Still, this ratio declined from 79.5% at the end of the prior quarter as BKCC was able to leverage the broader BlackRock platform to increase originations of investments in new portfolio companies. Management noted on its 2Q19 earnings call that BKCC's competitive positioning should continue to improve as the BlackRock platform is now able to take on larger hold sizes in deals following the acquisition of BlackRock TCP Capital Corp. (TCPC) and continued growth of the direct lending platform. Additionally, BKCC's portfolio risk should improve if it is able to participate in more deals where BlackRock, through BKCC and other funds, is the majority lender in the tranche. During the first six months of 2019, NII amounted to 91.3% of dividends declared, which is weak compared to peers. BKCC's cash earnings coverage of the dividend, which adjusts for payment-in-kind (PIK) income, was lower at 84.5%. However, the adjustment for PIK does not account for prior PIK accruals that have since been received in cash, which is a figure that is not publicly disclosed. As previously noted, BKCC cut its dividend to $0.14 per share from $0.18 per share, which Fitch believes was prudent. That said, the announced dividend cut marks the second dividend cut since BlackRock took over management responsibilities in 2015, which Fitch believes reflects the extended period of time that it has taken to exit legacy investments and reposition the portfolio relative to management's initial expectations. Fitch expects dividend coverage to improve as a result of rightsizing the dividend, but the expiration of the incentive fee waiver in 2Q19 will offset some of the benefits of the lower dividend level. BKCC had been waiving incentive fees based on income since March 6, 2017. Leverage, as measured by par debt to equity, amounted to 0.55x at June 30, 2019, which is below the firm's long-term targeted range of 0.70x to 0.75x and compares favorably to BDC peers on an absolute basis. However, leverage increased from 0.44x at the end of 1Q19, which Fitch views negatively as management is still working through certain underperforming legacy investments in the portfolio and equity exposures have continued to result in portfolio valuation volatility. Fitch would view a continued increase in leverage without a decline in the portfolio's exposure to equity investments and other underperforming legacy investments unfavorably. BKCC has not sought board or shareholder approval to reduce its asset coverage to 150% following passage of the Small Business Credit Availability Act, and therefore, is still subject to the 200% asset coverage requirement. Fitch estimates that BKCC's asset coverage cushion amounted to 31.8% at June 30, 2019. Fitch believes BKCC's funding and liquidity is further constrained by its inability to access public equity markets, since the firm's stock price trades at a significant discount to NAV. Fitch believes that BKCC will continue to trade at a discount to NAV in the near-to-medium term, given concerns about asset quality and investor sentiment around the recent dividend cut and expiration of the fee waiver. The equalization of the secured and unsecured debt ratings with the Long-Term IDR reflects solid collateral coverage for all classes of debt given that BKCC has a largely unsecured funding profile and is subject to a 200% asset coverage limitation. Rating Sensitivities IDR AND SENIOR DEBT Fitch could downgrade BKCC's ratings further if the company is unable to increase its cushion relative to the minimum shareholders' equity covenant to a level sufficient to account for incremental valuation volatility and credit deterioration in the portfolio over the medium-term. If the cushion to the covenant improves, without a material reduction in liquidity, Fitch would expect to remove the Negative Watch and would likely affirm the ratings at 'BB+'/ Stable Outlook. Further negative rating momentum could result from a material increase in leverage without a commensurate decline in the portfolio risk profile, material asset quality deterioration in investments originated by the current management team, incremental outsized realized losses in the legacy portfolio, and/or an inability to improve operating performance and dividend coverage for a sustained period. Longer term, should BKCC fail to maintain economic access to the unsecured funding markets, ratings could also be pressured. Conversely, positive rating momentum will depend on BKCC's ability to continue to leverage its relationship with the broader BlackRock platform (including TCPC) to benefit BKCC's competitive positioning in the market and demonstrate strong asset quality performance, particularly on investments originated by the current management team. Positive rating momentum would also be contingent upon BKCC's ability to exit its remaining legacy non-accrual and equity investments and reduce exposure to other legacy investments without incurring material additional realized and/or unrealized portfolio losses; maintain leverage at a level commensurate with the portfolio risk profile; demonstrate increasingly consistent operating performance and improved NII coverage of the dividend to over 100%; and maintain sufficient liquidity. The secured and unsecured debt ratings are linked to the IDR and would be expected to move in tandem, although a meaningful increase in the proportion of secured debt financing could result in the unsecured debt rating being notched down from the IDR. BLUE BEVERAGE: Seeks to Hire Hansen Law as Special Counsel ---------------------------------------------------------- Blue Beverage Group, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Hansen Law PLLC as its special real estate counsel. The firm will provide legal services in connection with the sale of the Debtor's properties under a Chapter 11 plan. Its billing rates range from $275 to $450 per hour. Lawrence Hansen, Esq., the firm's attorney who will be representing the Debtors, charges $450 per hour while his associate's rate is $275 per hour. Mr. Hansen disclosed in court filings that the members and associates of his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Hansen Law can be reached through: Lawrence Hansen, Esq. Hansen Law PLLC 271 Madison Avenue, 18th Floor New York, NY 10016 Phone: (212) 972-3300 Cell Phone: (347) 510-8781 Direct Fax: (347) 287-6745 Email: lh@hansenlawpllc.com About Blue Beverage Group Blue Beverage Group Inc. is a privately held company in Haverstraw, N.Y., that provides food sterilization services. Its retort operation makes beverages sterile by processing aluminum cans at high heat. Blue Beverage Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-22835) on April 19, 2019. At the time of the filing, the Debtor disclosed $1,218,000 in assets and $27,850,225 in liabilities. The case is assigned to Judge Robert D. Drain. Backenroth Frankel & Krinsky, LLP is the Debtor's legal counsel. BLUE BEVERAGE: Seeks to Hire Hudson Shine as Real Estate Broker --------------------------------------------------------------- Blue Beverage Group Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate broker. In an application filed in court, the Debtor proposes to employ Hudson Shine Realty to market the business and real property it operates located at 152 Broadway, Haverstraw, N.Y. The property is owned by the Debtor's affiliate 152 Broadway Haverstraw LLC. It houses a defunct bottling plant previously operated by the Debtor. Hudson Shine will get a 6 percent commission to be paid out of the sale proceeds. Joseph Fuchs, president of Hudson Shine, disclosed in court filings that the officers, directors and employees of the firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. About Blue Beverage Group Blue Beverage Group Inc. is a privately held company in Haverstraw, N.Y., that provides food sterilization services. Its retort operation makes beverages sterile by processing aluminum cans at high heat. Blue Beverage Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22835) on April 19, 2019. At the time of the filing, the Debtor disclosed $1,218,000 in assets and $27,850,225 in liabilities. The case is assigned to Judge Robert D. Drain. Backenroth Frankel & Krinsky, LLP is the Debtor's legal counsel. BUFFALO ORIGINAL: Anchor Bar Wins Approval to Use Cash ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of New York approved, on ex parte emergency basis, the request of Buffalo Original Wings, Inc., doing business as Anchor Bar, to use cash collateral based on a Court-approved budget, in order to pay post-petition operating expenses. Pursuant to the Order: (a) M&T Bank, prepetition secured creditor of the Debtor, is granted roll-over or replacement liens granting security to the same extent, in the same priority, and with respect to the same assets, which served as collateral for the M&T prepetition debt, to the extent of the cash collateral actually used during the Chapter 11 case; (b) The Debtor will make adequate protection payments in the form of regular monthly cash payments to M&T Bank pursuant to the Loan Agreement, beginning Aug. 1, 2019; Before the Petition Date, the Debtor obtained financing from M&T Bank. As of the Petition Date, the Debtor owes an estimated amount of $148,730 on the loan. Arthur G. Baumeister, Jr., proposed counsel to the Debtor, says M&T Bank is the sole party which holds an interest in the cash collateral. A final hearing on the Motion is scheduled for August 16, 2019, at 11: a.m., in the U.S. Bankruptcy Court for the Western District of New York, Robert H. Jackson U.S. Courthouse, 5th Floor, Orleans Courtroom, 2 Niagara Square, Buffalo, New York. About Buffalo Original Wings Buffalo Original Wings, Inc., doing business as Anchor Bar, owns and operates a bar and restaurant in Buffalo, New York, most famous for its spicy chicken wings known as Buffalo wings. See https://www.anchorbar.com/ for more information. Buffalo Original Wings sought Chapter 11 protection with the U.S. Bankruptcy Court for the Western District of New York (Case No. 19-11526) on July 30, 2019. As of the Petition Date, Debtor disclosed total assets of $802,372 and total liabilities of $1,149,231. BAUMEISTER DENZ LLP, led by partner Arthur G. Baumeister, Jr., is the Debtor's counsel. EAST COAST INVEST: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: East Coast Invest, LLC c/o Barry Mukamal, Receiver 1000 South Federal Hwy, Suite 200 Fort Lauderdale, FL 33316 Business Description: East Coast Invest LLC is a privately held company whose principal assets are located at 3195 W. hallandale Beach Blvd. Hollywood, FL 33023. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 19-20513 Judge: Hon. John K. Olson Debtor's Counsel: Grace E. Robson, Esq. MARKOWITZ, RINGEL, TRUSTY & HARTOG, P.A. 101 NE 3 Ave #1210 Fort Lauderdale, FL 33301 Tel: 954-767-0030 Fax: 954.767.0035 E-mail: grobson@mrthlaw.com Debtor's Accountant & Financial Advisor: BARRY MAKUMAL Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Barry Mukamal, receiver. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb19-20513.pdf EDWARD JONES: $108K Sale of 3 Chattanooga Properties to J.F. Okayed ------------------------------------------------------------------- Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Edward Grant Jones and Carolyn Goolsby Jones to sell the following real properties: (i) 5948 Hancock Road, Chattanooga, Tennessee, Tax Map Parcel 149P A 018; (ii) 5950 Hancock Road, Chattanooga, Tennessee, Tax Map Parcel 148P A 019.01; and (iii) 6002 Hancock Road, Chattanooga, Tennessee, Tax Map Parcel 148P A 019, to J.F. Estate, Inc. for a total purchase price of $108,257. The estate or the Debtors will receive the following additional consideration: (a). Proceeds from the sell will be paid to the respective lienholders, PHH Mortgage Corp., successor by merger with Ocwen Loan Servicing, LLC, and Fay Servicing, LLC c/o Citibank, N.A, to release their liens; (b). PHH's and Fay's liens will be paid in full; (c). Neither PHH nor Fay will be required to accept any amount below what is required to pay-off their liens in full unless they provide written approval of said reduction prior to closing; (d). Prorated property taxes to be paid at closing; (e). The sale is to be made by private sale with the terms and conditions of the sale are as set out on the Offer to Purchase Real Estate Agreement; (f). Any remaining proceeds to be retained and dealt with in the chapter 11 Plan to wit, said proceeds in the approximate amount of $13,500 will he paid to Creditors FSG Bank, N.A., (successor First Bank) and Brenda Lawson & Associates, LLC, in accordance with the respective percentage of debt that each party held under their recorded lien / Deed of Trust, recorded March 16, 2011 (Book GI 9367, Page 767), i.e. Creditor FSG will receive 72.5% of the above proceeds, while Creditor Brenda LawSon will receive 27.5% of the above proceeds; (g). The approximate remaining debt balance of $1.53 million [Creditor FSG Bank, NA. (successor First Bank)] and $550,000 (Brenda Lawson) will remain secured by the existing collateral assignments on the life insurance policies which will remain in full force and effect; (h). Creditors FSG Bank and Brenda Lawson will file respective proof of claims for the appropriate balances; (i). Creditors FSG Bank and Brenda Lawson, First Bank and Brenda Lawson will provide releases of the above recorded lien / Deed of Trust, recorded March 16, 2011 (Book GI 9367, Page 767), for partial payment in return for the above; 0). Closing will take place 15 days from the entry of the Order approving sale, with the Purchaser making payment of a lump sum of $108,257 due at closing, and; (h) the above property will be sold free and clear of any other interests. The Chapter 11 case is In re Edward Grant Jones and Carolyn Goolsby Jones (Bankr. E.D. Tenn. Case No. 18-11658). ELANAR CONSTRUCTION: Court Approves Cash Collateral Use ------------------------------------------------------- Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Elanar Construction Co., to use cash collateral for the period from July 30, 2019 through September 30, 2019 to pay post-petition expenses based on a Court-approved budget, a copy of which is available for free at: http://bankrupt.com/misc/Elanar_C_Budget.pdfplus ten percent variance over the estimated amounts. The Court further ordered that: * the Debtor shall the Internal Revenue Service (IRS) and John Deere Financial -- parties holding interest in the cash collateral-- cash collateral equivalents, including the Debtor's cash and accounts receivable, among other collateral; * the Debtor will maintain and pay insurance premium coverage on the collateral against fire, theft and water damage; * the Debtor will properly manage and maintain the collateral; and * the Secured Parties will be granted replacement liens to the extent of their prepetition liens. A final hearing on the Motion is scheduled at 10:30 a.m. on October 1, 2019. About Elanar Construction Co. Founded in 2001, Elanar Construction is a privately held company in the commercial & residential construction industry. The Company sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-01576) on Jan. 18, 2019. In the petition signed by Ross Burns, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Timothy A. Barnes. Crane, Simon, Clar & Dan, led by name partner Arthur G. Simon, is the Debtor's counsel. EYEPOINT PHARMACEUTICALS: Incurs $11.5M Net Loss in 2nd Quarter --------------------------------------------------------------- EyePoint Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on Aug. 7, 2019, its quarterly report on Form 10-Q reporting a net loss of $11.49 million on $7.21 million of total revenues for the three months ended June 30, 2019, compared to a net loss of $34.42 million on $715,000 of total revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $30.73 million on $9.22 million of total revenues compared to a net loss of $41.40 million on $1.64 million of total revenues for the same period last year. As of June 30, 2019, the Company had $91.33 million in total assets, $63.12 million in total liabilities, and $28.21 million in total stockholders' equity. The Company has a history of operating losses and has not had significant recurring cash inflows from revenue. The Company's operations have been financed primarily from sales of its equity securities, issuance of debt and a combination of royalty income and other fees received from collaboration partners. In April 2019, the Company consummated an equity offering of its common stock, resulting in net proceeds of approximately $18.3 million. During April 2019, the Company exercised its option to draw an additional $15.0 million under the new term loan agreement with CRG Servicing LLC and paid a $15.0 million development milestone that was due to the former Icon security holders following the first commercial sale of DEXYCU. The Company had cash and cash equivalents of $44.2 million at June 30, 2019 . "The physician feedback to date from our two commercial product launches, YUTIQ and DEXYCU, has been very positive, and we have seen a solid uptake in treatment volume along with tremendous progress in market access," said Nancy Lurker, president and chief executive officer of EyePoint Pharmaceuticals. "Our field force has received similar reception and eagerness to meet from physicians in the office setting for YUTIQ and at ambulatory surgery centers (ASCs) for DEXYCU. Our efforts on training and certifying physicians during our phased launch of DEXYCU are generating sales momentum with a solid start in July, as evidenced by the number of ASCs purchasing product for the first time, as well as repeat purchases. YUTIQ continues to address a large unmet need for patients afflicted with chronic non-infectious posterior segment uveitis and July sales remain on a solid upward trajectory with the number of ordering physicians increasing month over month. With the recently accelerated October 1, 2019 effective date of a permanent and specific J code for YUTIQ, J7413, payor approval and reimbursement will soon become even easier and more streamlined." Ms. Lurker continued, "Physicians are now actively seeing the clinical results of both YUTIQ and DEXYCU with their patients and to date have experienced positive efficacy and safety results as seen in the pivotal clinical studies. We are very proud to have launched our two exciting ophthalmic products, YUTIQ and DEXYCU, and to bring these innovative products to patients in need." "In an effort to support our commercial activities we have enhanced our leadership team with the appointments of Scott Jones as Chief Commercial Officer and Said Saim, Ph.D., as Chief Technology Officer. We look forward to making further progress in growing the reach of our commercially available products and advancing the balance of our pipeline to deliver much-needed innovation to ophthalmic patients," concluded Ms. Lurker. Corporate Updates * Scott Jones was appointed chief commercial officer in June 2019 and will lead the Company's sales and marketing efforts for the Company's two ophthalmic commercial products. Mr. Jones brings significant experience commercializing drugs and devices globally to EyePoint. Most recently, he served as chief commercial officer and vice president, business development at Notal Vision, where he developed the commercial and growth strategy for the organization. * Also in June 2019, Said Saim, Ph.D., was appointed chief technology officer, a newly created position at the Company, where he will be responsible for advancing EyePoint's pipeline products and technology for ocular treatments from formulation, preclinical research up to clinical development, as well as pharmaceutical sciences, manufacturing and operations. Dr. Saim has more than 25 years of product development experience. He most recently served as vice president, Pharmaceutical Development at Collegium Pharmaceutical, where his responsibilities included managing formulation development, clinical trial manufacturing, and commercial manufacturing for immediate, delayed and controlled release dosage forms. * In July 2019, Wendy DiCicco, CPA, was appointed to the Company's Board of Directors and Audit Committee, where she serves as Chair of the Committee. Ms. DiCicco most recently was chief operating and financial officer of Centinel Spine, a privately-held designer, developer and worldwide distributor of spinal implants, where she established the Company's international operations, and was instrumental in both the recapitalization of the Company's financial structure as well as active in corporate development initiatives. A full-text copy of the Form 10-Q is available for free at: https://is.gd/tU3Eci About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. With the approval by the FDA on Oct. 12, 2018 of the YUTIQ three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye (NIPU), the Company has developed the majority of the FDA-approved sustained-release treatments for eye diseases. The Company reported a net loss of $44.72 million for the six months ended Dec. 31, 2018. For the year ended June 30, 2018, the Company reported a net loss of $53.17 million, compared to a net loss of $18.48 million for the year ended June 30, 2017. As of March 31, 2019, the Company had $81.85 million in total assets, $61.97 million in total liabilities, and $19.87 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. F.M.C. MARKET: $250K Sale of Elmsford Property to AMF Group Okayed ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York has issued an order modifying the prior sale order entered on Feb. 8, 2019 in connection with the sale by F.M.C. Market, Inc., doing business as Frank's Food Court, of its interest in the real property known as 349 Tarrytown Road, Elmsford, New York, and the related personal property used its business operations, to AMF Group, Inc. for $250,000. A hearing on the Motion was held on July 29, 2019. The Debtor and the Purchaser are authorized and directed to close in accordance with the letter of Cushner & Associates, P.C. as further modified by the terms of the Order to delete the option to extend referenced therein as item 5, and observe and carry out all terms thereof. Nothing in the Order will be construed to constitute any extension or modification of the term of the existing lease, which will terminate on March 31, 2021 or any of the provisions set forth therein between Elmsford Property, LLC as the Landlord and the tenant under the lease. In the event that the Purchaser fails to close on the sale in accordance with the Contract, any down-payment or deposit made by the Purchaser in connection therewith will be paid to and retained by the Debtor, and the Purchaser waives any and all rights to object to or otherwise seek recovery of said deposit. The sale by the Debtor under the Contract is deemed made without any representations or warranties of any kind other than any representations or warranties provided under the Contract, the record of the Hearing or as otherwise set forth in the Order. The 14-day stay of the order set forth in Fed. R. Bankr. P. 6004(f) is waived, for cause, and the Order is effective immediately upon its entry. About F.M.C. Market Based in Elmsford, NY, F.M.C. Market, Inc., d/b/a Frank's Food Court, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-22885) on June 22, 2015. In its petition signed by president Frank Canfolone, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Arlene Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates, PLLC, originally served as bankruptcy counsel. Rattet PLLC was later hired by the Debtor as replacement after Arlene Gordon-Oliver, Esq., took office as a family court judge. FAMILY SERVICES: Case Summary & 13 Unsecured Creditors ------------------------------------------------------ Debtor: Family Services LLC I and II 200 Sixth St SE Walker, MN 56484 Business Description: Family Services LLC I and II is a privately held company in the funeral homes business. It is the fee simple owner of a property located at 200 6th Street S., Walker, MN 56484 having a tax records valuation of $462,600. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court District of Minnesota (Duluth) Case No.: 19-50626 Judge: Hon. Robert J. Kressel Debtor's Counsel: Michael R. Ruffenach, Esq. RUFFENACH LAW OFFICE 23665 Otter Dr Laporte, MN 56461 Tel: 218-751-6116 E-mail: ruffenac@paulbunyan.net ruffenach@live.com Total Assets: $530,819 Total Liabilities: $1,220,306 The petition was signed by Jerry Souder, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at: http://bankrupt.com/misc/mnb19-50626.pdf FLOYD E. SQUIRES: Examiner Selling Eureka Property for $240K ------------------------------------------------------------ Janina M. Hoskins, the Examiner with Expanded Powers of the estate of the Floyd E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 1623-1625 G Street Street, Eureka, California, an improved parcel, to Klokehus, LLC or its designee for $240,000, subject to overbid. The Property has a tenant and generates $2,865 per month in gross rents. The Buyer and the Examiner entered into the Residential Income Property Purchase Agreement and Joint Escrow Instructions, together with a copy of Addendum No. 1, Counter-Offer No. 1, Contingency Removal No. 1, and Increased Deposit / Liquidated Damages Addendum, for the purchase and sale of the Property. Any and all terms of the Sale Agreement, including, but not limited to the payment of any commissions. Subject to Court approval and higher and better bids, the Liquidating Agent has accepted the offer of $240,000 from the Buyer for the Property, with an initial and increased deposit of $7,830 and the balance to be paid at the close of escrow, with escrow to close within 30 days after entry of an order approving the sale. The Buyer is purchasing the Property on an "as is, where is" basis, with no warranties or representation. The Buyer is responsible for the existing tenancy. Any dispute over the terms of the Sale Agreement will be resolved by the Bankruptcy Court. The sale is subject to overbids, with a minimum overbid in the sum of $245,000 all cash, on the same terms and conditions as the offer, with the overbid deadline being set three days prior to the Court hearing on the Motion. An overbid has been received. If qualified, an auction will be held before the Court, unless directed otherwise by the Court. A title report for the Property notes a deed of trust in the amount of $68,500 for beneficiary Trueman E. Vroman recorded July 3, 2008 as Instrument No. 2008-16385-6 in the Official Records of Humboldt County. The title report notes a second deed of trust in the amount of $50,000 for beneficiary Trueman E. Vroman recorded July 10, 2008 as Instrument No. 2008-16816-6 in the Official Records of Humboldt County. This trust deed is cross-collateralized by a trust deed against 216-220 3rd Street, Eureka, California. Both the sale of this Property and the sale of 216-220 3rd Street will close at the same time. The Property is subject to various interests in favor of the City of Eureka, a municipal corporation, including a pending Court action as disclosed by a recorded notice, an amended lis pendens related thereto, a notice of power to sell tax defaulted property, a notice of violation and order to abate, and four abstracts of judgment for various sums. The Liquidating Agent believes that, under the terms of the Appointment Order, she sell the Property free and clear of liens. To the extent any of the liens are disputed, any disputed amounts will reattach to the net proceeds of sale to be held by the Liquidating Agent pending further order of the Court. The Liquidating Agent contemplates that the sale of the Property will free up cash that can be used to address problems that exist in the case, assuming agreement with lienholder City of Eureka. The Liquidating Agent asks an order authorizing her to direct payment from escrow of the following standard expenses: (i) A real estate broker's commission not to exceed 6% of the total sales price, which will be split with the Buyer's broker, if any; and (ii) Standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. The Liquidating Agent asks that the order approving the proposed sale of the Property provide that the order is effective upon entry, and the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Floyd_Squires_762_Sales.pdf A hearing on the Motion is set for July 31, 2019 at 10:30 a.m. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. FLOYD E. SQUIRES: Examiner Selling Eureka Property for $250K ------------------------------------------------------------ Janina M. Hoskins, the Examiner with Expanded Powers of the estate of the Floyd E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 216-220 3rd Street, Eureka, California, two improved parcels, to John AA Hancock or his designee for $250,000, subject to overbid. The Property generates no income. The Buyer and the Examiner entered into the Commercial Property Purchase Agreement and Joint Escrow Instructions (Non-Residential), together with Addendums Nos. 1 and 2, for the purchase and sale of the Property. Any and all terms of the Sale Agreement, including, but not limited to the payment of any commissions. Subject to Court approval and higher and better bids, the Liquidating Agent has accepted an offer of $250,000 from the Buyer for the Property, with an initial deposit of $2,000 and the balance to be paid at the close of escrow, with escrow to close within 30 days after entry of an order approving the sale. The Buyer is purchasing the Property on an "as is, where is" basis, with no warranties or representation. The Buyer is responsible for the existing tenancy. Any dispute over the terms of the Sale Agreement will be resolved by the Bankruptcy Court. A title report for the Property notes a deed of trust in the amount of $81,000 for beneficiary Beneficial California, Inc. recorded February 1, 1994 as Instrument No. 1994-3278-3 in the Official Records of Humboldt County. The Liquidating Agent believes that the lien was paid off when subsequent loans in favor of Trueman E. Vroman were made. The Liquidating Agent believes that the Property can be sold free and clear of this lien, with valid amounts, if any, being paid from escrow or if any amounts are disputed, the sale may be accomplished under 11 U.S.C. Section 363(f)(4). A title report for the Property notes a deed of trust in the amount of $110,000 for beneficiary Eureka Redevelopment Agency recorded May 27, 1994 as Instrument No. 1994-15568-19 in the Official Records of Humboldt County. Based on information gathered, the lien was paid in full. A title report for the Property notes a deed of trust in the amount of $33,100 for beneficiary Trueman E. Vroman, an unmarried man, recorded July 3, 2008 as Instrument No. 2008-16384-6 in the Official Records of Humboldt County. The title report notes a second deed of trust in the amount of $50,000 for beneficiary Trueman E. Vroman, an unmarried man, recorded July 10, 2008 as Instrument No. 2008-16816-6 in the Official Records of Humboldt County. The Property is subject to various interests in favor of the City of Eureka, a municipal corporation, including a pending Court action as disclosed by a recorded notice, an amended lis pendens related thereto, two notices of violation and orders to abate, and four abstracts of judgment for various sums. The Liquidating Agent believes that, under the terms of the Order Confirming Second Amended Chapter 11 Plan of Liquidation Proposed by City of Eureka, Dated Aug. 1, 2018 and Modified as of Feb. 26, 2019, she can sell the Property free and clear of liens. To the extent any of the above liens are disputed, any disputed amounts will reattach to the net proceeds of sale to be held by the Liquidating Agent pending further order of the Court. The Liquidating Agent contemplates that the sale of the Property will free up cash that can be used to address problems that exist in the case, assuming agreement with lienholder City of Eureka. The Liquidating Agent asks an order authorizing her to direct payment from escrow of the following standard expenses: (i) A real estate broker's commission not to exceed 6% of the total sales price, which will be split with the Buyer's broker, if any; and (ii) Standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Floyd_Squires_759_Sales.pdf A hearing on the Motion is set for July 31, 2019 at 10:30 a.m. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. FOOT & ANKLE: Podiatry Clinic Wins OK to Access Cash Until Aug. 30 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois authorized Foot & Ankle Health Care Center, Ltd., to use cash collateral on an interim basis effective up to and including Aug. 30, 2019 to pay operating expenses. The cash collateral relates to interests held by JPMorgan Chase Bank, N.A., Business Backer, Funding Circle, Lakeside Bank and LG Funding -- prepetition lenders to the Debtor. The Court ruled that: (a) the Debtor is authorized to use the cash collateral based on the budget, plus a 10 percent variance on the approved expenses. A copy of the approved budget, as contained in the 9th Interim Order is available for free at: http://bankrupt.com/misc/Foot_Ankle_Cash_9th_Ord.pdf (b) the Prepetition Lenders' interests will be secured by a lien to the same extent, priority, and validity as existed prior to the Petition Date in the Debtor's property, currently existing and hereafter acquired, before or after the Petition Date, including proceeds and products from such property, to the extent actually used and for the diminution in the value to the Prepetition Lenders, without need by the parties to execute financing statements, security agreements or other documents; (c) the Debtor will maintain insurance coverage on the full value of the collateral, and shall permit site inspection on the collateral, on the policies and financial statements; (d) the Debtor will also maintain a separate operating account, with the exception of funds for petty cash and other payments in the normal course of business or otherwise allowed by the Court, and shall deposit and maintain all cash and all proceeds of accounts receivable, payments from patients, insurance payments and contract rights and general intangibles deposits into said account; (e) the Debtor will maintain adequate protection insurance on its business assets but not limited to inventory and accounts receivables, accessions and replacements of those assets; and (f) beginning Jan. 1, 2019 and continuing the first of each subsequent month until further Court order, the Debtor will make adequate protection payments of: * $2,500 to JPMorgan Chase Bank; * $960 to Business Backer; * $877 to Funding Circle; * $2,390 to Lakeside Bank; and * $506 to LG Funding. A status hearing on the Debtor's motion is set for August 28, 2019 at 10:30 a.m. in Courtroom 742. About Foot & Ankle Since 2000, Foot & Ankle Health Care Center, Ltd., has been in the business of providing podiatry medical services to patients at 7 separate facilities in and around Chicago. Until 2016, the Company was managed by two doctors, namely, Vadim Goshko and his wife Galina Podolskaya. In 2016, Galina became ill and was no longer able to assist in managing the Debtors nor was she able to treat patients. Foot & Ankle Health Care Center sought relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-34613) on Dec. 14, 2018. Hon. Jacqueline P. Cox is the case judge. Schneider & Stone is the Debtor's legal counsel. FORD MOTOR: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company, on August 1, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Ford Motor Company to BB+ from BBB-. Ford Motor Company is an American multinational automaker that has its main headquarters in Dearborn, Michigan, a suburb of Detroit. It was founded by Henry Ford and incorporated on June 16, 1903. The company sells automobiles and commercial vehicles under the Ford brand and most luxury cars under the Lincoln brand. FRIDA BABAEV: Zavulunov Buying 25% Interest in New York Barbershop ------------------------------------------------------------------ Frida Babaev and Michael Babaev ask the U.S. Bankruptcy Court for the Eastern District of New York to authorize Debtor Michael Babaev's sale of his 25% shareholder interests in a barber shop business located at 130 Church Street, New York, New York, and known as Barber Mike & Son, Inc., to Edward Zavulunov for $30,000. In the Schedule B originally filed by debtor Michael Babaev, it was disclosed that he owned a 50% interest in the barber shop. The Debtors, along with the counsel, have conducted an investigation to make a determination as to the estimated fair market value of Barber Mike & Son, Inc. Based upon discussions with parties, the Debtors have determined that the fair market value of the 25% of the Barber Mike & Son, Inc. is $30,000, free and clear of all liens, claims, encumbrances, and interests. The Debtors do not believe that there exist any liens, claims or encumbrances against Barber Mike & Son, Inc., including its fixtures, furniture and equipment. Debtor Michael Babaev has discussed the sale of 25% of Barber Mike & Son, Inc. with Edward Zavulunov, who has proposed to acquire 25% of Barber Mike & Son, Inc. assets for $30,000 which would be payable in a lump sum at closing of said sale pursuant to the terms of the attached agreement. The said sale is authorized by the terms of the Business shareholder draft agreement. The Debtors now ask authorization to sell 25% of Barber Mike & Son, Inc. to the BUyer, as it will allow them to complete a proposed settlement with the Banco Popular North America with regard to a Taxi Medallion loan. They are confident that the sale of 25% of the Barber shop business to the BUyer represents the highest and best value that can reasonably be obtained for the 25% of estate. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Frida_Babaev_39_Sales.pdf Frida Babaev and Michael Babaev sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 18-43912) on July 5, 2018. The Debtor tapped Alla Kachan, Esq., as counsel. GLOBAL MARINE: S&P Raises Rating on $300MM Sr. Unsecured Note to B- ------------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on the $300 million 7% senior unsecured notes due 2028 issued by Transocean Ltd.'s wholly owned subsidiary Global Marine Inc. to 'B-' from 'CCC' and revised its recovery rating on the notes to '3' from '6'. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for creditors in the event of a payment default. In conjunction with the dismissal of a lawsuit filed by the trustee against Global Marine related to an alleged default under the notes' indenture, on July 29, 2019 Transocean Ltd.'s direct subsidiary Transocean Inc. and Global Marine entered into a supplemental indenture, under which Transocean Inc. will irrevocably and unconditionally guarantee the obligations of Global Marine. In addition, Global Marine will provide certain financial information on an annual basis. Based on the provision of the guarantee, as well as a modest increase to S&P's estimated enterprise value of Global Marine, it has raised its recovery expectations and issue-level rating on the Global Marine notes. S&P said, "All our other ratings remain unchanged, including the 'B+' issue-level rating and '1' recovery rating on Transocean's secured debt (including its secured credit facility), our 'B' issue-level rating and capped '2' recovery rating on its unsecured debt with subsidiary guarantees, and our 'B-' issue-level rating and '3' recovery rating on its unsecured debt without subsidiary guarantees. "For unsecured debt, we cap the recovery rating at '2' when the issuer credit rating is in the 'B' rating category, which reflects the likelihood that the company will add additional secured or unsecured debt along the path to default. The '2' recovery rating reflects 70%-90% recovery prospects." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P estimates that for the company to default it would require a sustained period of minimal demand for offshore contract drilling services. This would likely occur due to sustained low oil prices or a permanent shift away from offshore resources and toward onshore resources. -- S&P values the company on a discrete asset-value basis based on its net book value and the rating agency's estimated appraisal values for the company's fleet. It applies a 5% annual dilution rate and 42% blended realization factor to the estimated $20 billion in gross asset value. S&P also applies about a 50% shrinkage to the company's accounts receivable and materials and supplies, and 100% shrinkage to cash. -- S&P based its recovery analysis on a net enterprise value for Transocean (net of 7% administrative expenses) of about $8.4 billion. In its view, the company's creditors would realize greater value through a reorganization of the company rather than through a liquidation of its assets." -- S&P's analysis assumes the company's secured credit facility has a first-priority security interest in the Deepwater Asgard, Deepwater Invictus, Deepwater Skyros, Dhirubhai Deepwater KG2, Discoverer Inspiration ultra-deepwater floaters, and the harsh environment Barents and Spitsbergen rigs and that its secured notes have a first-priority security interest in the Proteus, Thalassa, Conqueror, Pontus, and Poseidon drillships and the Encourage, Enabler, Endurance and Equinox harsh environment rigs. Parent companies Transocean Inc. and Transocean Ltd. guarantee the facilities other than the notes that are secured by the Conqueror. Simulated default assumptions -- Simulated year of default: 2021 -- Jurisdiction (Rank A): Although Transocean Ltd. is headquartered in Switzerland, S&P believes it would most likely file for bankruptcy protection in the U.S. or restructure under the U.S. bankruptcy code given its nexus in the country. -- Transocean's $1.37 billion revolving credit facility (which matures in 2023) is 60% utilized with total outstanding borrowings at the time of S&P's hypothetical default of about $845 million. Simplified waterfall(1) Secured debt recovery: -- Net enterprise value (2): $8.4 billion -- Revolver and secured note debt outstanding: $3.9 billion -- Secured debt recovery expectations: 90%-100% (rounded estimate: 95%) Unsecured senior notes with subsidiary guarantees: -- Net recovery value: $4.5 billion -- Unsecured senior note debt outstanding at hypothetical default: $2.5 billion -- Recovery expectations: capped 70%-90% (rounded estimate: 85%) Unsecured senior notes (no subsidiary guarantees): -- Residual value available: $2.0 billion -- Unsecured not debt outstanding at default: $3.9 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) Global Marine senior notes: -- Net recovery value from Global Marine: $48 million -- Recovery from Transocean Inc. guarantee: $132 million Global -- Marine unsecured senior note debt outstanding: $311 million -- Recovery expectations: 50%-70% (rounded estimate: 55%) (1) Assumes six months of accrued and unpaid interest on funded debt and any scheduled amortization is paid to the default year. (2) Net of 7% bankruptcy administrative costs. GULFSTREAM DIAGNOSTICS: Sept. 23 Plan Confirmation Hearing ---------------------------------------------------------- The First Amended Disclosure Statement explaining the First Amended Chapter 11 plan of liquidation of Gulfstream Diagnostics, LLC, is approved. A hearing to consider confirmation of the Proposed Plan will be held on September 23, 2019 at 9:30 a.m. September 2, 2019 at 5:00 p.m. is the deadline to file and serve objections to confirmation. September 2, 2019 at 5:00 p.m. is the deadline to return ballots to Balloting Agent. September 16, 2019 at 5:00 p.m. is the deadline for Balloting Agent to file and serve Summary and Tabulation of Ballots. September 16, 2019 at 5:00 p.m. is the deadline for Debtor to file and serve responses to objections to confirmation. Prior to the Disclosure Statement hearing, the Debtor filed an amended disclosure statement to disclose an increase in the amount of the secured claim of Bank of America to $1,400,000 from $750,000, and a decrease in the amount of general unsecured claims from $900,000,000 to $8,350,000. Class 3 Bank of America Secured Claim are impaired. The BoA Secured Claim shall be estimated for Plan purposes only in the amount of $1.4 million. The Liquidating Trustee shall (i) make all payments required to be paid within the first ten (10) days after the Effective Date under Sections 3.2, 3.3, and 4.1.1 of the Plan; (ii) reserve and segregate $250,000 in cash to be used exclusively to pay the Liquidating Trustee's otherwise unpaid fees and expenses and to pay Class 5 Claims; and (iii) pay to BoA all cash in excess of the Administrative Payments and the Liquidating Trust Reserve in partial satisfaction of the BoA Secured Claim, which payment shall reduce the amount of the BoA Secured Claim dollar for dollar. The Liquidating Trust Reserve shall only be replenished by (a) collections for or on account of Avoidance Actions and (b) all collections after the BoA Secured Claim is paid in full. A full-text copy of the First Amended Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y67dk4lz from PacerMonitor.com at no charge. A redlined version of the First Amended Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y6l45rxq from PacerMonitor.com at no charge. The First Amended Disclosure Statement was filed by Davor Rukavina, Esq., and Thomas D. Berghman, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas, on behalf of the Debtor. About Gulfstream Diagnostics Gulfstream Diagnostics, LLC, operates a medical laboratory in Dallas, Texas. It provides clinical, pharmacogenetics and toxicology laboratory tests. Its laboratory features Beckman Coulter, Agilent Technologies, Douglas Scientific, and Tecan instrumentation. Gulfstream Diagnostics filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30159) on Jan. 16, 2019. In the petition signed by Maison Vasek, CFO, the Debtor estimates $1 million to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Thomas Daniel Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C., is the Debtor's counsel. BidMed, LLC, is the broker and auctioneer. HALCON RESOURCES: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Halcon Resources Corporation fka RAM Energy Resources, Inc. 1000 Louisiana Street, Suite 1500 Houston, TX 77002 Business Description: Halcon Resources Corporation, along with its debtor affiliates, is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States. During 2017, the Debtors acquired certain property in the Delaware Basin and divested their assets located in the Williston Basin in North Dakota and in the El Halon area of East Texas. As a result, the Debtors' properties and drilling activities are currently focused in the Delaware Basin. The Debtors previously sought bankruptcy protection on July 27, 2016 (Bankr. D. Del. Lead Case No. 16-11724). Visit http://www.halconresources.comfor more information. Chapter 11 Petition Date: August 7, 2019 Seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Halcon Resources Corporation (Lead Case) 19-34446 Halcon Resources Operating, Inc. 19-34447 Halcon Holdings, Inc. 19-34448 Halcon Energy Properties, Inc. 19-34449 Halcon Permian, LLC 19-34450 Halcon Field Services, LLC 19-34451 Halcon Operating Co., Inc. 19-34452 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R. Jones Debtors' Counsel: Alfredo R. Perez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 Email: Alfredo.Perez@weil.com - and - Gary Holtzer, Esq. Lauren Tauro, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: Gary.Holtzer@weil.com Debtors' Restructuring Advisor: FTI CONSULTING, INC. 1301 McKinney Street Houston, Texas 77010 Debtors' Investment Banker: PERELLA WEINBERG PARTNERS 767 Fifth Avenue New York, New York 10153 Debtors' Claims, Noticing & Solicitation Agent: KURTZMAN CARSON CONSULTANTS LLC 1290 Avenue of the Americas New York, NY 10104 https://www.kccllc.net/halcon Total Assets as of March 31, 2019: $1,798,838,000 Total Debts as of March 31, 2019: $945,175,000 The petitions were signed by Albert S. Conly, chief restructuring officer. A full-text copy of Halcon Resources' petition is available for free at: http://bankrupt.com/misc/txsb19-34446.pdf List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. US Bank N.A. Unsecured Debt $644,458,280 5555 San Felipe, Suite 1150 Houston, TX 77056 Attn: Eric Le Tel: 704-335-4589 Email: eric.le@usbank.com 2. Zurich North America Litigation $5,282,091 (Fidelity & Deposit) Commercial Surety 300 S. Riverside Plz, Ste 2100 Chicago, IL 60606 Attn: Nick Enders CPCU, AFSB, ARM Tel: 312-496-9510 Email: nicholas.enders@zurichna.com 3. Streamline Innovations, Inc. Trade Debt $5,200,000 21252 Gathering Oak Ste 101 San Antonio, TX 78260 Attn: David Sisk Tel: 888-787-6569 Email: Contact@Streamlineinnovations.Com; Dave.Sisk@Streamlinechemical.Com 4. Louisiana Machinery Co. LLC Trade Debt $4,674,285 3799 W Airline Hwy Reserve, LA 70084 Attn: Jason Maurin Tel: 985-536-1121 Fax: 985-536-4549 Email: jason.maurin@louisianacat.com 5. WaterBridge Texas Operating LLC Trade Debt $3,997,827 840 Gessner Road, Ste 100 Houston, TX 77024 Attn: Harrison Bolling, General Counsel Tel: 713-454-7022 Email: Harrison.bolling@h20bridge.com 6. Precision Drilling Company, LP Trade Debt $1,847,625 10350 Richmond Ave, Suite 700 Houston, TX 77042 Attn: Kevin A. Neveu President and CEO Tel: 713-435-6100 Fax: 713-435-6170 Email: info@precisiondrilling.com 7. Seville Industries LLC Trade Debt $1,764,745 16915 W LA Hwy 335 Abbeville, LA 70510 Attn: Wade Dupuis Tel: 337-643-1122 Email: wade@sevilleind.com 8. Sealy Land Company Ltd. Royalty $1,640,000 2014 Commonwealth St Houston, TX 77006 Attn: William E. Pinckard Tel: 713-824-3229 Email: bill@stanton-pinckard.com 9. Pecos County (Texas) Unsecured Tax $1,500,000 200 S. Nelson Fort Stockton, TX 79735 Attn: Santa S. Acosta Tel: 432-336-3386 Fax: 432-336-3382 Email: santa.acotsta@co.pecos.tx.us 10. Crestwood Permian Basin LLC Trade Debt $1,407,803 811 Main Street, Suite 3400 Houston, TX 77002 Attn: Robert G Phillips, President/CEO Tel: 832-519-2200 Fax: 832-519-2250 Email: mark.mitchell@crestwoodlp.com; russell.kovin@crestwoodlp.com 11. WellBenders Directional Trade Debt $1,104,725 Services, LLC 13901 Hwy 105 W Conroe, TX 77304 Attn: Anthony Batiste Tel: 936-539-9602 Fax: 936-588-0271 Email: anthony@wellbenders.com 12. Epic Energy Services LLC Trade Debt $709,351 6397 Hwy 77 Odem, TX 78370 Attn: Rebecca Bosworth Tel: 361-222-1226 Email: rbosworth@epicenergyservices.us 13. Alpha Technologies Services Trade Debt $695,412 3767 Alpha Way Bellingham, WA 98226 Attn: Drew Zogby, President Tel: 800-322-5742 Fax: 360-671-4936 Email: alpha@alpha.com 14. Drilling Info Inc. Trade Debt $633,335 2901 Via Fortuna No 200 Austin, TX 78746 Attn: Jeff Hughes, CEO and President Tel: 888-290-7697 Email: info@drillinginfo.com; jhughes@drillinginfo.com 15. Ward County (Texas) Unsecured Tax $600,000 400 S. Allen Suite 102 P.O. Box 290 Monahans, TX 79756 Attn: Vicki Heflin Tel: 432-943-2546 Fax: 432-943-2745 Email: vicki.heflin@co.ward.tx.us 16. Halker Consulting LLC Trade Debt $556,049 7936 E Arapahoe Ct, Suite 3200 Centennial, CO 80112 Attn: Matthew Halker, President Tel: 303-515-2700 Email: info@halker.com 17. Open Range Field Services, LLC Trade Debt $484,311 1503 S. Barnes Street Pampa, TX 79065 Attn: Shane Gaskell Tel: 806-665-0770 Fax: 806-669-2990 Email: shane.gaskell@openrangefs.com 18. Reeves County (Texas) Unsecured Tax $475,000 100 E 4th Street Room 104 P.O. Box 700 Pecos, TX 79772 Attn: Tax Assessor Collector, Rosemary Chabarria Tel: 432-445-5467 Fax: 432-445-5096 Email: rosemary.chabarria@co.reeves.tx.us 19. NRG Business Solutions LLC Trade Debt $436,907 804 Carnegie Center Princeton, NJ 08540 Attn: Director or Officer Tel: 609-524-4500 Fax: 609-524-4501 20. Stellar Drilling Fluids, LLC Trade Debt $432,640 3403 Marguart St. Houston, TX 77027 Attn: Mike Davis, President Tel: 832-726-0006 Fax: 979-864-3670 21. Jacam Chemicals 2013, LLC Trade Debt $374,645 205 S. Broadway Sterling, KS 67579 Attn: Gene Zaid, CEO Tel: 620-278-3355 Fax: 620-278-2112 Email: solutions@jacam.com 22. War Horse Resources, LLC Trade Debt $348,486 1008 Melvin Lane Minco, OK 73059 Attn: Danny Ford Tel: 405-239-0923 Email: dford@warhorseresources.com 23. Rolfson Oil, LLC Trade Debt $336,933 124 E. Fulton Street, Suite 602 Grand Rapids, MI 479503 Attn: Andrew Shaffer, President Tel: 701-204-6663 Fax: 866-772-2067 Email: ashaffer@rolfsonoil.com 24. National Oilwell DHT, LP Trade Debt $327,789 7909 Parkwood Circle Drive Houston, TX 77036 Attn: Clay C. Williams, President Tel: 713-375-3700 Fax: 713-375-3994 Email: clay.williams@nov.com 25. Apergy ESP Systems, LLC Trade Debt $320,468 2445 Technology Forest Blvd Building 4, 12th Floor The Woodlands, TX 77381 Attn: Julia Wright, General Counsel Tel: 281-403-5772 Fax: 281-403-5746 Email: julia.wright@apergy.com 26. Halliburton Energy Services Inc. Trade Debt $302,489 3000 N. Sam Houston Pkwy E. Houston, TX 77032 Attn: Jeffre Spaulding, Deputy General Counsel Tel: 281-871-4000 Fax: 281-871-6890 Email: jeff.spalding@halliburton.com 27. Royal Oilfield Services LLC Trade Debt $280,974 2204 S Bickley Avenue Ste 104A #218 Pecos, TX 79772 Attn: Director or Officer Tel: 432-445-1468 Fax: 432-445-7550 28. DNOW L.P. Trade Debt $250,330 7909 Parkwood Circle Drive Houston, TX 77036 Attn: Director or Officer Tel: 713-375-3700 Fax: 713-375-3994 29. BWS Construction, LLC Trade Debt $232,445 1310 East Milam Street Mexia, TX 76667 Attn: David Bates Tel: 254-562-5404 Email: bws_services@yahoo.com 30. A & B Valve & Piping Sys., LLC Trade Debt $231,344 7425 Pinemont Drive Ste. 500 Houston, TX 77040 Attn: Mike Monteiro Tel: 713-320-7827 Email: mmonteiro@abvalve.com HALCON RESOURCES: Files for Chapter 11 With Prepack Plan -------------------------------------------------------- Halcon Resources Corporation (OTC PINK: HKRS) and its subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas to pursue a prepackaged plan of reorganization with the support of its major stakeholders, including members of an ad hoc group of creditors holding Halcon's 6.75% Senior Notes due 2025. Under the Plan, the Company will eliminate more than $750 million in debt and will reduce annual interest expense by more than $40 million. The terms of the Plan provide that holders of the Company's $625 million outstanding 6.75% Senior Notes (the "Unsecured Noteholders") will receive 91.0% of the common stock of reorganized Halcon (the "New Common Shares") and existing common shareholders will receive 9.0% of the New Common Shares (each prior to dilution and subject to certain other exceptions). Existing common shareholders will also be granted warrants that provide them with the opportunity to purchase up to 30% of the New Common Shares at prices based on Unsecured Noteholders achieving certain recovery levels. As part of the transaction, certain members of the Ad Hoc Group have also committed to backstop a $150,150,000 new money equity rights offering of New Common Shares, which is being offered to Unsecured Noteholders on a pro rata basis. Existing holders of common stock will also be offered the right to participate in a $14,850,000 new money equity rights offering on a pro rata basis. The rights offerings will provide the Company with $165 million of proceeds if fully subscribed. The Company has received a commitment for a $35 million debtor-in-possession credit facility from certain members of the Ad Hoc Group to fund operations during the bankruptcy process. Halcon has also received an underwritten commitment from BMO Harris Bank, N.A. for a new $750 million senior secured revolving credit facility, which will be arranged by BMO Capital Markets Corp., effective upon exit from bankruptcy with an expected initial borrowing base of $275 million. The Company expects to have liquidity in excess of $150 million upon exit from the chapter 11 cases, with leverage below 1.5x (net debt/LTM EBITDA). The Company expects to emerge from bankruptcy within approximately 60 days. The Company plans, subject to approval by the Bankruptcy Court, to continue to pay vendors, royalty owners and other parties in ordinary course throughout the bankruptcy process. Estimated Recoveries Estimated Amount Percentage Outstanding Recovery ---------- -------- Class 1: Other Priority Claims -- 100% Class 2: Other Secured Claims $9,164,000 100% Class 3: RBL Claims $225,000,000 100% Class 4: Senior Note Claims $644,500,000 22.1% Class 5: General Unsecured Claims $284,500,000 100% Class 6: Intercompany Claims 100% Class 7: Existing Equity Interests N/A Class 8: Other Equity Interests N/A Class 9: Intercompany Interests 100% A full-text copy of the Disclosure Statement explaining the terms of the Plan is available at https://is.gd/6YUxhr Holders of Claims and Interests in Classes 4 and 7 are being solicited under, and are entitled to vote on, the Prepackaged Plan. Prior to the Petition Date, on August 3, 2019, the Company commenced the solicitation of votes. The proposed timeline targets a Sept. 20, 2019 combined hearing on the Plan and Disclosure Statement. JPMorgan Chase Bank, N.A., is the Prepetition RBL administrative agent. Wilmington Trust, National Association is the administrative agent under the DIP Facility. About Halcon Resources Halcon Resources Corporation (OTC PINK: HKRS)is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States. During 2017, the Halcon acquired certain property in the Delaware Basin and divested their assets located in the Williston Basin in North Dakota and in the El Halon area of East Texas. As a result, the properties and drilling activities are currently focused in the Delaware Basin. The Debtors previously sought bankruptcy protection on July 27, 2016 (Bankr. D. Del. Lead Case No. 16-11724) and emerged from bankruptcy in September 2016 after eliminating $1.8 billion in long-term debt. Halcon Resources Corporation, along with its subsidiaries, again sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34446) on Aug. 7, 2019, this time to seek confirmation of a prepackaged plan that would cut debt by $750 million. The Debtors disclosed $1,798,838,000 in total assets and $945,175,000 in total liabilities as of March 31, 2019. Perella Weinburg Partners and Tudor Pickering Holt & Co. are acting as financial advisors, Weil, Gotshal & Manges LLP is acting as legal counsel and FTI Consulting, Inc. is acting as restructuring advisor to the Company in connection with the Restructuring Plan. KCC is the claims agent. Ducera Partners LLC is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison is acting as legal advisor to the Unsecured Noteholders that comprise the Ad Hoc Noteholder Group. HALCON RESOURCES: Mood's Lowers CFR to Caa3, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Halcon Resources Corporation's Probability of Default Rating to D-PD from Caa2-PD, Corporate Family Rating to Caa3 from Caa2 and the rating on its senior unsecured notes to Ca from Caa3. The outlook remains negative. These actions follow Halcon's announcement that it has, together with all its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, to pursue a prepackaged plan of reorganization. Downgrades: Issuer: Halcon Resources Corporation Probability of Default Rating, Downgraded to D-PD from Caa2-PD Corporate Family Rating, Downgraded to Caa3 from Caa2 Senior Unsecured Notes, Downgraded to Ca(LGD4) from Caa3(LGD4) Outlook Actions: Issuer: Halcon Resources Corporation Outlook, Remains Negative RATINGS RATIONALE The Chapter 11 bankruptcy filing has resulted in a downgrade of Halcon's PDR to D-PD. Moody's also downgraded Halcon's CFR to Caa3 and the rating of its senior unsecured notes to Ca, reflecting Moody's view on the potential recoveries. Shortly following this rating action, Moody's will withdraw all Halcon's ratings. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Halcon is an independent E&P company with a primary focus on the Delaware Basin in West Texas. HENDRIX SCHENCK: Goldman Buying Brooklyn Property for $200K ----------------------------------------------------------- Hendrix Schenck, Inc. asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the parcel of property of the estate located at 632 Hendrix St, Brooklyn, New York to Dov Goldman for $200,000. The Debtor accepted an offer to sell the property for the agreed purchase price, which is the highest and best offer received after years being on the market. The proceeds of the sale will attach to the extent of the liens and pay them outside the plan through a closing between the Debtor, the Buyer and a title company. The Debtor will receive nothing from the proceeds of the sale. The sale sought by the Motion is in the best interest of the estate and all parties and represents the only solution regarding the property. The Mortgagee will be paid now rather than have to wait. There is a mortgage of record concerning the property, to wit: On 4-19-2010, Tanesha Kirlew and Howard Hall obtained a loan in the amount of $440,450 to purchase property. The Loan is evidenced by a note executed by Tanesha Kirlew and Howard Hall to MERS as nominee for First Franklin Financial Ltd., and secured by a purchase money mortgage against the property. The Note and Mortgage were assigned to Hartford Funding, then to the Secretary of Housing and Urban Development and then Queens Park Oval Asset Holding Trust and then again to Carisbrook Asset Holding Trust and then again allegedly to Kingsmead Asset Holding Trust with an alleged "RoundPoint" as a servicer of the loan. The property is not the principal residence of the Debtor and the claim may be bifurcated. The secured portion will be paid through this motion. The balance will be paid through the plan pro rata unsecured. The Debtor proposes to and asks Court approval to disperse the proceeds of the sale to the partially secured creditor and to the Law Office of Bleichman and Klein will receive $2,000 from the sales proceeds for preparing the closing documents and deed and attending the closing. The Debtor will receive no funds from their sale. All other costs, including broker commission, transfer tax (if any) and recording fees, outstanding taxes and water liens will be borne by the buyer or other party. The Debtor further asks that the property be sold free and clear of all liens and judgments of record and that it be authorized to transfer deed to the purchasers at closing. The closing has been tentatively set for Aug. 26, 2019 or 11 days after an order approving the sale is entered. A copy of the Residential Contract of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Hendrix_Schenck_100_Sales.pdf About Hendrix Schenck Hendrix Schenck Inc. is a privately-held company in the investment pools and funds industry. It owns four properties in New York and New Jersey, with a total value of $990,000. Hendrix Schenck sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-30765) on Oct. 18, 2018. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge John K. Sherwood. The Law Office of Shmuel Klein, PA, is the Debtor's counsel. HENLEY PROPERTIES: Case Summary & 3 Unsecured Creditors ------------------------------------------------------- Debtor: Henley Properties, LLC dba Stella Springs Weddings 20344 Hwy O Stella, MO 64867 Business Description: Henley Properties, LLC owns and operates weddings and events venue. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court Western District of Missouri (Joplin) Case No.: 19-30422 Judge: Hon. Brian T. Fenimore Debtor's Counsel: Mariann Morgan, Esq. CHECKETT & PAULY, P.C. 517 S. Main St. Carthage, MO 64836 Tel: 417-358-4049 Fax: 417-358-6341 E-mail: mam@cp-law.com Total Assets: $2,973,329 Total Liabilities: $1,192,562 The petition was signed by Floyd W. Henley and Rebecca L. Henley, members. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/mowb19-30422.pdf HIGH BRASS FARM: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: High Brass Farm Land Holdings LLC 68 Sky Manor Road Post Office Box 656 Pittstown, NJ 08867 Business Description: High Brass Farm Land Holdings LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-25217 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Edmond M. George, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL LLP 1120 Route 73, Suite 420 Mount Laurel, NJ 08054 Tel: 215-665-3140 E-mail: edmond.george@obermayer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael J. Merbler, member of LLC. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-25217.pdf HYLAND SOFTWARE: S&P Affirms 'B-' ICR on Debt-Financed Dividend --------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Hyland Software Inc., including its 'B-' issuer credit rating, its 'B-' issue-level rating on its first-lien term loan ('3' recovery rating; rounded estimate: 55%), and its 'CCC' issue-level rating on its second-lien term loan ('6' recovery rating; rounded estimate: 5%). The rating affirmation follows the company's disclosure of its plan to make a $419 million shareholder distribution, which it will fund mostly with debt and cash on hand. Pro forma for the transaction, the company's adjusted leverage will be 7.9x, according to S&P. The stable outlook reflects S&P's expectation that the company will maintain leverage of approximately 8x and a free operating cash flow-to-debt ratio in the low- to mid-single digit percent range for the next 12 months. The affirmation reflects Hyland Software's aggressive financial policy, S&P's expectation that the company will generate positive annual free operating cash flow, and the good organic growth prospects for most of the business. S&P said, "The stable outlook on Hyland reflects our expectation that the company's leverage will remain above 7x over the next 12 months. Even if the company reduces its leverage below 7x after the next 12 months, we do not believe it will sustain this reduced level of leverage because it will likely undertake further debt-financed dividends or acquisitions after the August 2019 debt raise. The stable outlook also reflects our expectations that Hyland will maintain strong customer renewal rates and good relationships with channel partners. "We could lower our rating on Hyland over the next 12 months if its performance worsens such that its free operating cash flow becomes breakeven or turns negative. Under such a scenario, we anticipate that the company would rely on its revolver to fund its liquidity needs. Increased competition or a lack of innovation in the company's flagship OnBase software product could also cause its liquidity to deteriorate. "We could raise our rating on Hyland if we expect the company to sustain leverage of less than 7x and a free operating cash flow-to-debt ratio of more than 5%. This could occur if the company experiences better-than-expected revenue growth or if we no longer expect it to undertake large debt-financed acquisitions." ION CORPORATE: S&P Discontinues 'B-' Issuer Credit Rating --------------------------------------------------------- S&P Global Ratings discontinued all its ratings on ION Corporate Solutions Finance Ltd., including the 'B-' issuer credit rating, because its originally proposed transaction did not close. This includes all related debt ratings. JACK COOPER: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Nineteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Jack Cooper Ventures, Inc. (Lead Case) 19-62393 630 Kennesaw Due West Road Kennesaw, GA 30152 Auto & Boat Relocation Services LLC 19-62396 Auto Handling Corporation 19-62398 Axis Logistic Services, Inc. 19-62399 CTEMS, LLC 19-62400 Jack Cooper Canada 1 Limited Partnership 19-62402 Jack Cooper Canada 2 Limited Partnership 19-62403 Jack Cooper Canada GP 1 Inc. 19-62404 Jack Cooper Canada GP 2 Inc. 19-62405 Jack Cooper CT Services, Inc. 19-62406 Jack Cooper Diversified, LLC 19-62407 Jack Cooper Enterprises, Inc. 19-62409 Jack Cooper Holdings Corp. 19-62410 Jack Cooper Investments, Inc. 19-62411 Jack Cooper Logistics, LLC 19-62412 Jack Cooper Rail and Shuttle, Inc. 19-62413 Jack Cooper Transport Canada Inc. 19-62415 Jack Cooper Transport Company, Inc. 19-62416 North American Auto Transportation Corp. 19-62417 Business Description: Jack Cooper -- www.jackcooper.com -- is a provider of finished vehicle logistics in North America for both new and used vehicles, as well as a provider of logistical services in select non-automotive markets. The Debtors have evolved from a small vehicle transportation business into a larger, technology-focused, diversified transportation and logistics enterprise with operations across North America. The Debtors' businesses are divided into two segments: a transport segment and a diversified, asset-light logistics segment. The Debtors operate a fleet of over 1,600 active rigs and a network of 39 terminals across the United States and Canada to haul primarily new vehicles, including two-door automobiles, light trucks, sport utility vehicles, and transit vans. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Hon. Paul W. Bonapfel Debtors' General Bankruptcy Counsel: Kelley A. Cornish, Esq. Brian S. Hermann, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Email: kcornish@paulweiss.com Email: bhermann@paulweiss.com Debtors' Co-Counsel: Sarah R. Borders, Esq. Leia Clement Shermohammed, Esq. Britney Baker, Esq. KING & SPALDING LLP 1180 Peachtree Street NE Atlanta, Georgia 30309 Tel: (404) 572-4600 Email: sborders@kslaw.com Email: lshermohammed@kslaw.com Email: bbaker@kslaw.com Debtors' Investment Banker: HOULIHAN LOKEY, INC. Debtors' Restructuring Advisor: ALIXPARTNERS LLP Debtors' Notice & Claim Agent and Administrative Advisor: PRIME CLERK LLC https://cases.primeclerk.com/jackcooper Estimated Assets: $100 million to $500 million Estimated Liabilities: $500 million to $1 billion The petitions were signed by T. Michael Riggs, chief executive officer. A full-text copy of Jack Cooper Ventures' petition is available for free at: http://bankrupt.com/misc/ganb19-62393.pdf List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Central States, Southeast and Pension Unliquidated Southwest Areas Pension Plans Attn: President or General Counsel 9377 W Higgins Rd Rosemont, IL 60018-4938 Tel: 847-518-9800 Fax: 847-518-9752 Email: nbaczkow@centralstatesfunds.org 2. Pension Benefit Guaranty Corp Pension Unliquidated Attn: President or General Counsel 1200 K Street NW Washington, DC 20005 Tel: 800-736-2444 Fax: 202-326-4047 Email: mypension@pbgc.gov 3. Teamsters Local 560 Benefit Fund Pension Unliquidated Attn: President or General Counsel 707 Summit Avenue Union City, NJ 07087 Tel: 201-864-0051 Fax: 201-864-4177 Email: BMcCloskey@560benefitfunds.com 4. New England Teamsters and Trucking Pension Unliquidated Industry Pension Fund Attn: President or General Counsel 1 Wall Street 4th Floor Burlington, MA 01803-4768 Tel: 781-345-4400 Fax: 781-345-4402 5. International Brotherhood of Pension Unliquidated Teamsters Union Local No. 710 Pension Fund Attn: President or General Counsel 9000 W 187th St. Mokena, IL 60448 Tel: 773-254-2500 Fax: 773-254-4193 Email: michael@710hwp.org 6. Freight Drivers and Helpers Pension Unliquidated Local Union No. 557 Pension Fund Attn: President or Genral Counsel 9411 Philadelphia Road Suite 5 Baltimore, MD 21237 Tel: 443-573-3615 7. Selland Auto Transport Note Unsecured Note Unliquidated Attn: President or General Counsel 615 South 96th Street Seattle, WA 98108 Tel: 206-248-7320 Email: Nancy.jameson@kidder.com 8. Automotive Industries Unsecured Note $2,755,000 Pension Plan Attn: President or General Counsel 1640 South Loop Road Alameda, CA 94502 Tel: 800-635-3105 Email: AISupport@hsba.com 9. Teamsters of Philadelphia Unsecured Note $1,505,045 and Vicinity Pension Plan Attn: President or General Counsel 2500 McClellan Ave Suite 140 Pennsauken, NJ 08109 Tel: 856-382-2411 Fax: 856-382-2401 Email: pension@teamsterfunds.com 10. U.S. Bank, National Association Unsecured Note $1,099,000 Attn: President or General Counsel 60 Livingston Avenue St. Paul, MN 55107 Tel: 651-466-6299 11. Ameriquest Business Services Parts Supplies $952,515 Attn: President or General Counsel 200 Lake Drive East Suite 200 Cherry Hill, NJ 08002 Tel: 888-267-8378 Email: arremittance@corcentric.com 12. Pilot Travel Centers LLC Fuel $794,233 Attn: President or General Counsel 5508 Lonas Dr. Knoxville, TN 37909 Tel: 865-805-6286 Email: steve.miller@pilottravelcenters.com 13. Teamsters Joint Council No. 83 Unsecured Note $619,370 of Virginia Pension Fund Attn: President or General Counsel 8814 Fargo Road Suite 200 Richmond, VA 23229 Tel: 804-282-3131 Email: documents@tjc83funds.net 14. Bridgestone Firestone North Parts Supplies $308,424 American Holdings Ltd. Attn: President or General Counsel 535 Marriott Drive Nashville, TN 37214 Tel: 615-937-6608 Fax: 615-937-3621 Email: USFlettCredit@bfusa.com; neelykevin@bfusa.com 15. Love's Travel Stops & Fuel $303,468 Country Stores, Inc. Attn: President or General Counsel 10601 North Pennsylvania Oklahoma City, OK 73120 Tel: 866-213-5536 Email: comments@loves.com 16. Corporate Lodging Consultants Motels $279,649 Attn: President or General Counsel 8111 East 32nd St. North Ste. 300 Wichita, KS 67226-2614 Tel: 800-835-4045 Email: mwilliams@clclodging.com 17. National Interstate Insurance Insurance $220,546 Attn: President or General Counsel 3250 Interstate Dr. Richfield, OH 44286 18. Union Pacific Railroad Carrier Leases $160,400 Attn: President or General Counsel 12567 Collections Center Drive Chicago, IL 60693 19. McCarthy Tetrault LLP Professional $155,845 Attn: President or Services General Counsel Suite 5300, TD Bank Tower Toronto, ON M5K Ie6 Canada Tel: 416-362-1812 20. Continental Tire North America Tires $153,284 Attn: President or General Counsel PO Box 60049 Charlotte, NC 28260-0049 Tel: 17045834853 Email: cameron.kurek@conti-na.com 21. City of Dallas Rent $149,265 Attn: President or General Counsel 320 East Jefferson Dallas, TX 75203 Tel: 214-948-4085 Email: Cynthia.alvarado@dallascityhall.com 22. Windstream Holdings, Inc. Communications $122,639 Attn: President or General Counsel 4001 Rodney Parham Road Little Rock, AR 72212 23. Central Pennsylvania Unsecured Note $92,000 Teamsters Defined Benefit Plan Attn: President or General Counsel 1055 Spring Street Wyomissing, PA 19610 Tel: 610-320-5500 Fax: 610-320-9239 Email: lynn@centralPAteamsters.com 24. Cottrell, Inc. Parts Supplies $85,903 Attn: President or General Counsel 2125 Candler Road Gainesville, GA 30507 Tel: 770-532-7251 Email: twoodham@cottelltrailers.com 25. Town Pavilion Holdings, LLC Rents $84,947 Attn: President or General Counsel 111 Main Street Kansas City, MO 64105 Tel: 816-701-5000 Email: jduncan@robinson-park.com 26. Apollo Development & Land Corp Rents $84,000 Attn: President or General Counsel 572 Market Street Newark, NJ 07105 Tel: 973-589-0055 Email: msilva@peterpaulrealestate.com 27. Freight Drivers and Helpers Unsecured Note $77,645 Local Union No. 557 Pension Fund Attn: President or General Counsel 9411 Philadelphia Road Suite S Baltimore, MD 21237 Tel: 443-573-3615 28. National Union Fire Insurance Cargo Claims $77,423 Attn: President or General Counsel 70 Pine Street Floor 1 New York, NY 10270 Tel: 212-770-7000 29. Omnitracs, LLC IT Consulting $54,589 Attn: President or General Counsel File No. 54210 Los Angeles, CA 90074-4210 Tel: 469-801-6231 30. Imperial Supplies LLC Parts Supplies $52,626 Attn: President or General Counsel 789 Armed Force Dr. Green Bay, WI 54307-1008 Tel: 800-558-2808 Email: service@e.imperialsupplies.com JACK COOPER: Proposes Solus-Backed Restructuring Plan ----------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that Jack Cooper Ventures Inc., one of North America's biggest auto haulers, has filed for bankruptcy after cutting deals that aim to slash debt and reduce its worker pension obligations. According to court filings, the Debtor and its affiliates have a restructuring support agreement that will "pursue a value maximizing sale." Under the RSA, Solus Alternative Asset Management LP serves as the Stalking Horse Bidder and agreed to credit bid claims under the Junior Term Loan Facilities and loans under the Term DIP Facility as consideration for the Sale Transaction. Cerberus will waive amortization payments on the First Lien Term Loan Facility, not seek payment of default rate interest during the Chapter 11 Cases, consent to the credit bid by the Stalking Horse Bidder and agree to the Stalking Horse Bidder's assumption of the First Lien Term Loan Facility with modifications to the financial covenants and other terms to enable the Stalking Horse Bidder to implement its business plan. The RSA also contemplates that upon consummation of the Sale Transaction, the Stalking Horse Bidder will have a minimum of $20 million in liquidity as of the date of closing. The RSA also contemplates that the Junior Term Loan Lenders will provide a new money junior secured $15 million multi-draw term loan debtor-in-possession financing facility to the Company that will be credit bid in connection with the Sale Transaction. In addition, Wells Fargo will provide a senior secured superpriority asset based revolving lending facility with commitments of up to $85 million. The RSA further implement modifications addressing the Debtors' pension obligations and obtain ratification of modifications of the Debtors' collective bargaining agreements, thereby avoiding a likely costly and protracted litigation with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America. Pursuant to the CBAs, the Debtors are obligated to participate in several multiemployer pension funds, including, most notably, the Central States, Southeast and Southwest Areas Pension Plan (the CSPF"). The Debtors contributed $29.5 million and $30.6 million to the CSPF for the years ended December 31, 2018 and 2017, respectively. According to the Journal, the bankruptcy follows months of "intense and hard-fought negotiations," citing Greg May, Jack Cooper's chief financial officer. Solus can be reached at: Solus Alternative Asset Management LP 410 Park Avenue, 11th Floor New York, New York 10022 Attention: Tom Higbie Jon Zinman Stephen Blauner Christian Blake Email: thigbie@soluslp.com jzinman@soluslp.com sblauner@soluslp.com cblake@soluslp.com Solus is represented by: Marc Kieselstein, Esq. Alexandra Schwarzman, Esq. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Email: mkieselstein@kirkland.com alexandra.schwarzman@kirkland.com -- and -- Jonathan S. Henes, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Email: jhenes@kirkland.com -- and -- Mark I. Duedall, Esq. BRYAN CAVE LEIGHTON PAISNER LLP One Atlantic Center - Fourteenth Floor 1201 West Peachtree Street, NW Atlanta, Georgia 30309-3488 Telephone: (404)572-6600 Facsimile: (404) 420-0611 Email: mark.duedall@bclplaw.com Cerberus is represented by: Adam C. Harris, Esq. Lucy C. Kweskin, Esq. G. Scott Leonard, Esq. SCHULTE ROTH AND ZABEL LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 Email: Adam.Harris@srz.com Lucy.Kweskin@srz.com Gregory.Leonard@srz.com -- and -- Todd C. Meyers, Esq. Colin M. Bernardino, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 1100 Peachtree Street NE, Suite 2800 Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 815-6555 Email: tmeyers@kilpatricktownsend.com cbernardino@kilpatricktownsend.com Wells Fargo is represented by: Ariel A. Berrios, Esq. Julian Gurule, Esq. BUCHALTER, P.C. 1000 Wilshire Boulevard, Suite 1500 Los Angeles, California 90017 Tel: (213) 891-0700 Fax: (213) 896-0400 Email: aberrios@buchalter.com jgurule@buchalter.com -- and -- Erich N. Durlacher, Esq. BURR & FORMAN LLP 171 17th Street, N.W., Suite 1100 Atlanta, Georgia 30363 Tel: (404) 815-3000 Fax: (404) 817-3244 Email: edurlacher@burr.com JEFE PLOVER: Dallas Buying LP Interest in Southlake for $175K ------------------------------------------------------------- Jefe Plover Interests, Ltd., asks authority from the U.S. Bankruptcy Court for the Northern District of Texas to sell its 5.547% Class A limited partnership interest in Southlake Texas Medical Building I, L.P. to Dallas Moondog Texas, LLC and/or its assigns for $175,000, cash, subject to overbid. The Partnership is the owner of the land and improvements known as Southlake Texas Medical Building I. The improvements consist of a 87,000-sf medical office facility and surrounding walkways, parking areas, landscaping and streets. The limited partnership agreement and other information that is available to the Debtor may be requested from the Debtor provided that the inquiring party sign a confidentiality agreement with respect to the information provided. The Debtor also holds an ownership interest in Neal Richards Group Southlake MOB Development, LLC (a Class B limited partner in the Partnership) and Neal Richards Group Southlake GP, LLC (an owner of the general partner of the Partnership). These indirect interests are not included in the Property, nor does the Property include any direct ownership interest in the land or improvements. The Property consists solely of the 5.547% Class A limited partnership interest in the Partnership. The Debtor desires to sell the Property, without warranty of any kind, to the Purchaser, and the Purchaser has agreed to purchase from the Debtor all of the bankruptcy estate's interests in the Property together with all rights, privileges, and obligations in anyway appertaining thereto and all right, title, and interest of Seller in to the Property. The Purchaser has offered to purchase the Property for $175,000 cash. The parties have executed their Partnership Interest Purchase Agreement, dated Sept. 11, 2018. The Property will be sold free and clear of all liens, claims, and encumbrances. To the best of the Debtor's knowledge, there are no existing liens on the Property. By purchasing the Property, the Purchaser agrees that it will be bound by the terms and conditions of the limited partnership agreement of the Partnership. If any party wishes to make a higher net cash offer for the Property on the same terms described, such offer should be directed to the Debtor prior to the hearing on the Motion; the party and/or its representative should attend the hearing on this Motion and bring a cashier's check for at least $10,000 made payable to "Bankruptcy Estate of Jefe Plover Interests Ltd." to serve as a cash deposit to be placed with the Trustee and thereafter applied to the payment of the Purchase Price. If a higher cash offer is received, the Debtor reserves the right to sell the Property to the highest cash bidder (including the Purchaser or any other party that has made a prior bid) at the time of hearing, subject to this Court’s approval. Higher bids will only be accepted by the Debtor in increments of at least $10,000. At the conclusion of the bidding process (A) the Highest Bidder will be required to sign and deliver to the Seller an executed copy of the Purchase Agreement for the purchase of the Property upon the terms contained in the Purchase Agreement, but with the purchase price being defined therein as the winning bid amount approved by the Bankruptcy Court at the conclusion of the auction sale, and (B) the second Highest Bidder will be requested to place on the Court's record its agreement to purchase the Property at its highest bid amount if for any reason the Highest Bidder fails to close the purchase of the Property for any reason. If the Highest Bidder fails to close on the purchase of the Property for any reason other than the Seller's default, then the Highest Bidder's $10,000 cash deposit will be forfeited to the Seller. The Debtor asks that the Court specifically orders that the provisions of Bankruptcy Rule 6004(h) do not apply to the order issued approving the sale of the Property. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Jefe_Plover_193_Sales.pdf A hearing on the Motion is set for Aug. 1, 2019 at 9:30 a.m. Objections, if any, must be filed within 48 hours in advance of the hearing date. About Jefe Plover Interests Jefe Plover Interests, Ltd., based in Dallas, Texas, is engaged in activities related to real estate. Jefe Plover is affiliated with Forest Park Medical Center at Southlake and Forest Park Medical Center, LLC. Jefe Plover Interests filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32722) on Aug. 15, 2018. The petition was signed by Jeffrey H. Mims, Chapter 7 Trustee for the Bankruptcy Estate of Wade Neal Barker, Case No. 18-32014-sgj7. The Hon. Stacey G. Jernigan oversees the case. Charles Brackett Hendricks, Esq., at Cavazos Hendricks Poirot, P.C., is the Debtor's counsel. JEREMY STUTES: $20K Sale of 1991 Sea Ray 420 Sundancer Approved --------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut authorized Jeremy and Rachel Stutes' sale of 1991 Sea Ray 420 Sundancer Power Boat, HIN SERP1443H091, Registration Number 979055, held in the name of Rachel Stutes, to Bill Olson for $20,000. The net proceeds of said sale will be deposited in the trust account of the Debtor's counsel, Coan, Lewendon, Gulliver & Miltenberger, LLC, pending further order of the Court. Jeremy and Rachel Stutes filed their voluntary petition under Chapter 7 of the Bankruptcy Code on Jan. 31, 2018. The case was converted to Chapter 11 (Bankr. D. Conn. Case No. 18-2013) on June 1, 2018. JERRY BATTEH: Niermann Buying Jacksonville Property for $40K ------------------------------------------------------------ Jerry Batteh asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of his rental property located at 3728 Rogero Road, Jacksonville, Florida, more particularly described as: Lot 109, Fort Caroline Club Estates, Unit No. 1-A, according to the plat thereof as recorded in Plat Book 29, page 42, public records of Duval County, Florida, to Dawn Niermann for $40,000. Objections, if any, must be filed within 21 days from the date the Motion was served. The parties have executed their "As Is" Residential Contract for Sale and Purchase for the purchase and sale of the real property. The sale not is not a short sale. It would be in the best interest of all parties to authorize the sale of the real property. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Jerry_Batteh_682_Sales.pdf About Jerry Batteh Jerry Batteh sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-05260) on July 18, 2011. Edward P. Jackson, Esq., in Jacksonville, Florida, serves as counsel to the Debtor. The Debtor's Chapter 11 Plan was confirmed by order dated March 26, 2014. JOE HASH: Adame Buying Mount Airy Property for $149K ---------------------------------------------------- Joe Allen Hash and Felicia Rhudy Hash ask the U.S. Bankruptcy Court for the Western District of Virginia to authorize the sale of their house and lot located at 145 Westbridge Place, Mount Airy, North Carolina, PIN 50104532959, to Celso Adame for $149,000. The Respondents are (i) Skyline National Bank, NA, the lienholder on the property to be sold, and (ii) Penny Harrison, the Tax Administrator of Surry County, North Carolina, who holds an inchoate tax lien on the property to be sold. At the time of the filing of the Chapter 11 case, Debtors were the owners, as tenants by the entirety of the property, upon which respondent Skyline National Bank holds a valid deed of trust lien. As a part what will be their Chapter 11 Plan, the Debtors caused the property to be marketed for sale, with the net proceeds from the sale to be used toward reducing the debt owed by them to the Respondent. Pre-petition, the Debtors employed Samuel Holder, and Rogers Realty & auction Co., Inc., as the realtor to conduct the sale of the debtors’ North Carolina real estate. The realtor obtained a purchase and sale agreement on the property and after some negotiation, the Debtors accepted the offer tendered of $148,900. The proposed Buyer used their rights under its contract to withdraw their offer and the house was placed back on the market. Adame then made a full price offer of $149,000. The Buyer executed an agreement. From these proceeds, the Debtors would propose to pay sales commission of 6% to their realtor in the amount of $8,940, property taxes $590, revenue stamps $298, attorney fees for deed preparation $300, with an estimated net proceeds going to Skyline National Bank in the amount of $138,872, an increase of over $5,000 from the previous offer. The sale of the property is in the best interests of the estate and will expedite the conclusion of the Chapter 11 case. They have previously filed copies of the note and deed of trust. The Debtors ask to shorten time as the sale has already been approved once. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Joe_Hash_33_Sales.pdf Joe Allen Hash and Felicia Rhudy Hash sought Chapter 11 protection (Bankr. W.D. Va. Case No. 19-70820) on June 13, 2019. The Debtors tapped Robert Tayloe Copeland, Esq., at Copeland Law Firm, P.C., as counsel. JOSEPH BRENNICK: Avanti Buying Wauchula Property for $70K --------------------------------------------------------- Joseph A. Brennick asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of his two unimproved parcels of real property located at 302 W. Main St., Wauchula, Florida, legally described as Lots 1 & 2 Blk 18, Carlton & McEwen ADD, OR89P71 89P427 121P84 194P127, 593P167 DC-600P410411P412, to Avanti Construction Group, Inc. for $70,000. On Jan. 31, 2019, the Debtor filed a Motion for Authority to Sell Real Property Free and Clear of Liens (302 W. Main St.) requesting authority to sell the Real Property to Tenerife Southwest Investments, Inc. ("TSI") for $70,000. On March 14, 2019, the Court entered an order granting the First Sale Motion. Unfortunately, TSI did not close as required by the contract, and forfeited its $1,000 escrow deposit. The Debtor recently received an offer from Avanti to purchase the Real Property for $70,000, with closing on Aug. 23, 2019. The terms of the offer are set forth in the Vacant Land Contract. The Debtor owns the Real Property, subject to a first priority lien in favor of Wauchula State Bank, which lien is in excess of the Purchase Price. The Debtor proposes to pay Wauchula Bank the net proceeds from the sale of the Real Property after payment of a 6% brokerage commission to Jim See Realty, Inc., title insurance, taxes on the deed, and recording fees. Wauchula Bank consents to the relief requested. The Internal Revenue Service asserts a blanket junior lien on all of the Debtor's real estate assets. The IRS has filed an amended secured claim in the amount of $116,396, which has been designated as Claim No. 12.6 on the claims register. The IRS' liens were recorded on Sept. 12, 2016. Additionally, First National Bank of Omaha may assert a lien on the Real Property by virtue of a judgment recorded July 6, 2017. The Debtor respectfully asks entry of an order: (a) authorizing the sale of the Real Property to the Purchaser free and clear of all liens, claims, encumbrances, and interests, (b) authorizing the payment of the Closing Costs, and (c) authorizing the distribution of the net sale proceeds to Wauchula Bank. The Real Property is unimproved and is not necessary for the Debtor's reorganization. Allowing the Real Property to be sold will relieve the Debtor of the burdens of property ownership, such as insurance and property taxes. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Brennick_188_Sales.pdf Joseph A. Brennick sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-07874) on Sept. 18, 2018. The Debtor tapped Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A., as counsel. JTRL LLC: Aug. 28 Plan Confirmation Hearing ------------------------------------------- The Bankruptcy Court has issued an order approving the adequacy of the Amended Disclosure Statement explaining the Amended Chapter 11 Plan of JTRL, LLC. The hearing to consider confirmation of the Plan will be held on Aug. 28, 2019 at 01:30 PM. Last day to object to confirmation is Aug. 21. The Debtor modified the Plan to propose a sale of its real estate along with the Non-Debtor entity, The Rusty Dory Pub, and pay all creditors in full. The Debtor also disclosed that the leases with PA Gun School at $600 monthly for parking lot and with Rusty Dory, Inc., for rental of real estate at $3,500.00 monthly will not be assumed. Class 5 - General Unsecured Creditors. The Class 5 Claims will be paid a dividend of 100% after crediting payment of claims by all other entities. The remaining unsecured claims will be paid with the proceeds of the sale, once all secured and priority claims have been paid. Class 6 - Equity Holders. Joanne Teti shall retain her equity in the Debtor. After the sale and the approval of the final decree, all excess funds will be returned to the shareholder. The Debtor is funding this plan from the rent revenue from business of The Rusty Dory, Inc. restaurant/bar until the closing on the sale of the real estate. A full-text copy of the Amended Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y36rf6xx from PacerMonitor.com at no charge. The Plan was filed by Donald R. Calaiaro, Esq., at Calaiaro Valencik, in Pittsburgh, Pennsylvania. About JTRL LLC JTRL, LLC owns real estate located at 850 Ohio River Boulevard, Pittsburgh. JTRL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. In the petition signed by Joanne Teti, sole member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Donald R. Calaiaro, Esq., and David Z. Valencik, Esq., at Calaiaro Valencik, serve as the Debtor's bankruptcy counsel. JTRL LLC: Toby Buying Pittsburgh Property for $650K --------------------------------------------------- JTRL, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of its interest in the real estate located at 850 Ohio River Boulevard, Pittsburgh, Pennsylvania to Toby Development, LLC for $650,000, subject to higher and better offers. The Buyer paid a good faith earnest money deposit of $10,000. The earnest money was deposited with TR & A Abstract – Clark Hill, the Buyer's title company. The sale is subject to the approval of the Court. The lien creditors, named as the Respondents are: a. A mortgage in favor of Wesbanco Bank, Inc. dated Dec. 15, 2005, and which was recorded on Dec. 20, 2005, at Book 31254 Page 120, in the Recorder's Office of Allegheny County in the face amount of $220,000. This lien creditor holds the first mortgage on the property. This lien creditor did not file a proof of claim against the Debtor; and b. A mortgage in favor of Ronald J. and John R. Longo dated Nov. 20, 2009, and which was recorded on Nov. 23, 2009, at Book 37462 Page 4, in the Recorder's Office of Allegheny County in the face amount of $215,000. This lien creditor holds the second mortgage on the property. This lien creditor filed Proof of Claim #4 in the amount of $201,270. c. Ronald J. and John R. Longo also have a judgment securing the same debt which was recorded at GD-16-00791 (Longo Sr. et al v. Rusty Dory Inc.); GD-16-000793 (Longo Sr. et al v. Jo Anne Teti); and GD-16-000796 (Longo Sr. et al. v. JTRL, LLC) on Jan. 12, 2016 in the amount of $187,111. The Rusty Dory Pub, as itself and individually, is named as a Respondent to the Motion as it owns certain the personal property located at the Property. It is being notified that pursuant to the sale, its lease on the property will be terminated. The sale is for the land and personal property owned by the Debtor located at the Proeperty. The Rusty Dory Pub will be required to remove any personal property and effects, owned by them, individually and separate from the Movant, prior to the closing of the sale. The sale is an "As-Is" and "Where-Is" sale. The sale must be a judicial sale, free and clear of all liens and encumbrances against the Debtor. In order to convey good title, it will be necessary that all these interests, mortgages, claims, and encumbrances be divested as liens against the real property and shifted to the funds to be realized from the sale. The Debtor reserves the right to challenge the validity of any lien or claim at the time of distribution if there are proceeds of sale. The Debtor will serve a copy of the notice of sale on all creditors. The Estate will accept higher and better offers at the time of sale. Any bidder will post a deposit of $10,000 in certified funds and will be able to close the sale within 30 days of the Order being entered. Any bid that includes a broker fee must begin at $655,000 or it will not be considered a higher and better offer. The Debtor asks the Court to authorize the settlement officer to pay the following: 1. All applicable real estate taxes and ordinary closing costs, municipal lien claims; 2. The realty transfer tax will not be assessed or paid if the Debtor's Chapter 11 Plan is confirmed prior to closing; 3. All normal and ordinary settlement charges; 4. The real estate commission to Three Rivers Commercial Advisors, doing business as Sperry Van Ness – Three Rivers Commercial Advisors and doing business as SVN, the approved broker for the transaction; 5. $2,500 to Calaiaro Valencik, P.C. towards legal fees plus reimbursement for all costs of mailing, copying, and advertising; 6. Any outstanding balance to Wesbanco Bank, Inc.; 7. Any outstanding balance to Robert & John Longo; 8. Delinquent real estate taxes, if any; and 9. Any remaining escrow balance will be sent to Calaiaro Valencik, P.C. pending the confirmation of a Chapter 11 Plan or Order authorizing distribution of any part of the proceeds. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/JTRL_LLC_186_Sales.pdf A hearing on the Motion is set for July 25, 2019 at 1:30 p.m. The objection deadline is July 18, 2019. About JTRL LLC JTRL, LLC owns real estate located at 850 Ohio River Boulevard, Pittsburgh. JTRL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. In the petition signed by Joanne Teti, sole member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Donald R. Calaiaro, Esq., and David Z. Valencik, Esq., at Calaiaro Valencik, serve as the Debtor's bankruptcy counsel. K&D INDUSTRIAL: $750K Sale of Vehicles/Equipment to Auctioneers OKd ------------------------------------------------------------------- Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized K&D Industrial Services Holding Co., Inc. and affiliates to sell all of the vehicles and the equipment listed on Exhibit A to Cincinnati Industrial Auctioneers, Inc., and Myron Bowling Auctioneers, Inc. for $750,000. The Sale Hearing was held on Aug. 2, 2019. The APA and all of the terms and conditions thereof, is approved in all respects. The sale is free and clear of all Claims, other than Cure Amounts and Permitted Liens, with all Claims to attach to the net proceeds of the Sale. As provided by Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure, this Sale Order will not be stayed for 14 days after the entry of the Sale Order and will be effective immediately upon entry, and the Debtors and the Purchaser are authorized to close the Sale immediately upon entry of the Sale Order. The 14-day stay provided for in Fed. R. Bank. P. 6004 (h) and 6006 (d) is waived. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/K&D_Industrial_221_Sales.pdf About K&D Industrial Since 1974, K&D Industrial Services -- http://www.kdigroup.com/-- has provided industrial and environmental services to customers in virtually every industry. Founded by Ken Liabenow and Dennis Springer, K&D focuses on cleaning, removing and treating hazardous and non-hazardous materials originating from process residual or industrial waste. Key business areas include industrial cleaning services, environmental remediation services, hazardous and non-hazardous transportation services, and treatment services. K&D services the entire Midwest through its six office locations in Michigan, Ohio and Kentucky. K&D Industrial Services Holding Co., Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43823) on March 15, 2019. At the time of the filing, K&D Industrial disclosed zero assets and $3,369,495 in liabilities. K&D Industries, one of K&D Industrial affiliates, disclosed $937,714 in assets and $8,736,715 in liabilities. The cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp PLLC is the Debtors' counsel. KABAM ASSOCIATES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: KABAM Associates, LLC 160 Wagon Point Houston, TX 77090 Business Description: KABAM Associates, LLC is a privately held company in Houston, Texas. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-34407 Judge: Hon. David R. Jones Debtor's Counsel: Reese W. Baker, Esq. BAKER & ASSOCIATES LLP 950 Echo Lane, Suite 300 Houston, TX 77024 Tel: 713-869-9200 Fax: 713-869-9100 E-mail: courtdocs@bakerassociates.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Devendra K. Patel, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-34407.pdf KEVIN WRIGHT: Proposes $105K Sale of Philadelphia Property ---------------------------------------------------------- Kevin J. Wright asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of the real estate located at 1453 N. Myrtlewood Street, Philadelphia, Pennsylvania to Philadelphia Renovation Group for $105,000. Among others, the Debtor owns the property. It has received an offer from the Buyer to purchase the property for the sum of $105,000 in accordance with the Agreement of Sale. The Debtor proposes to pay at settlement 6% realtor's commission to Keller Williams, Center City, all real estate and transfer taxes and other ordinary settlement costs. He believes the sale to be fair and reasonable and in the best interests of the Estate. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Kevin_Wright_317_Sales.pdf Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn. Case No. 15-17104) on Oct. 1, 2015. LADDER CAPITAL: Moody's Affirms Ba2 CFR, Outlook Positive --------------------------------------------------------- Moody's Investors Service affirmed the Ba2 corporate family rating of Ladder Capital Corp and the Ba3 senior unsecured rating of Ladder Capital Finance Holdings LLLP . Moody's maintained a positive outlook on the issuers. Issuer: Ladder Capital Corp Corporate Family Rating, Affirmed Ba2 Outlook, Maintained at Positive Issuer: Ladder Capital Finance Holdings LLLP Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Outlook, Maintained at Positive RATINGS RATIONALE Moody's affirmed Ladder's ratings based on the company's strong and consistent financial performance. The ratings are supported by the company's moderate leverage, high-quality assets, history of profitability since inception, and increasing funding diversification. In addition, Moody's believes that Ladder's earnings profile has improved from the company's shift in revenue mix over the last few years toward more stable sources (balance sheet lending, securities investing, and net lease rents) from less stable sources (conduit lending). Moreover, Ladder has demonstrated strong credit results, having recorded minimal credit losses in its loan portfolio since inception, reflecting the company's strong risk management culture, as well as highly experienced and well-regarded management team. Credit constraints include Ladder's business concentration in the commercial real estate sector and the relatively high proportion of secured funding in its debt capital structure. Moody's also notes that there are limited barriers to entry in commercial real estate lending, and competition has intensified in recent years. The continuation of the positive outlook is based on Moody's expectation that Ladder will improve its funding profile over the next two quarters by reducing its reliance on secured funding through issuance of unsecured debt. Ladder's ratio of secured debt to gross tangible assets was approximately 54% as of March 31, 2019. On Ladder's Q2 2019 earnings call, senior management reiterated its focus on improving the company's funding profile by reducing secured debt and reaching its stated target of less than 45% for secured debt to total assets by the end of 2019. If achieved, the shift in Ladder's funding mix would improve the company's financial flexibility by reducing its reliance on secured debt, increasing its unencumbered assets and expanding its access to unsecured debt investors. WHAT COULD CHANGE THE RATINGS UP/DOWN Moody's could upgrade Ladder's ratings if the company expands its funding diversification to reduce the ratio of secured debt to total assets to 45%, improves its liquidity runway by further lengthening its debt maturities, continues to demonstrate predictable earnings and asset quality over a sustained period, and further solidifies its franchise positioning. Moody's could downgrade Ladder's ratings if the company shrinks its liquidity runway, sustains an increase in leverage (debt/total equity) above a range of 2.0-3.0x, experiences a material deterioration in asset quality, or realizes a decrease in profitability resulting in fixed charge coverage closer to 1.5x. LAKEWAY PUBLISHERS: Warr Buying Personal Property for $11.5K ------------------------------------------------------------ Lakeway Publishers, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale to Mack Warr for $11,500 of the following excess printers and equipment, as identified in Exhibit A: (i) Milwaukee Panel Saw/ Panel Router Model C4; (ii) Graph Tec Cutting Plotter (54"), Model FC8600-130; (iii) US Tech Master Worf Cold Laminator, Model TX-600H, 65" with heat assist; (iv) HP Latex 360 - Printer Model Product 3 B4H7OA, 64"; and (v) Central Machinery, 8" handheld drill press, Item #44506. The sale of the asset will be free and clear of any and all lien rights of creditors of the Debtor with any such lien rights attaching to the proceeds of the sale. The Debtor is aware of only one consensual lien held by Pinnacle Bank for $3,489,564. The Debtor has received an offer of $11,500 from the Buyer to purchase the items listed in Exhibit A. It believes that the assets are worth approximately $11,000. No sales fees or auctioneer fees will be paid. The Debtor intends to use the proceeds of the sale for continued business operations. The claim bar date has not passed. A hearing on the Motion is set for July 30, 2019 at 9:00 a.m. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Lakeway_Publishers_66_Sales.pdf About Lakeway Publishers Lakeway Publishers, Inc., is a multi-state publisher of newspapers, magazines and special publications. Lakeway owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers was incorporated in 1966 and is based in Morristown, Tenn. Lakeway Publishers, Inc., and affiliate Lakeway Publishers of Missouri, Inc. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on May 31, 2019. In the petitions signed by Jack R. Fishman, president, Lakeway Publishers, Inc., disclosed $20,884,027 in assets and $9,245,645 in liabilities while Lakeway Publishers of Missouri listed $7,047,972 in assets and $9,206,193 in liabilities. The Debtors tapped Quist, Fitzpatrick & Jarrard, PLLC, led by Ryan E. Jarrard, as bankruptcy counsel; and Burnette Dobson & Pinchak, as special counsel. LASALLE GROUP: Aug. 27 Auction of RealCo Facilities Set ------------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized the bidding procedures of The Lasalle Group, Inc. and its debtor-affiliates in connection with the sale of their RealCo Debtor Facilities (with the exception of the Riverstone Memory Care Facility), as well as any other non-Debtor facilities any Debtor may own an interest, at auction. In connection with the Sale of the Purchased Assets, subject to the other terms of the Order, the Court approves (a) the bidding procedures and protections, and related dates and deadlines described below in respect of the Sale, (b) the procedures and related dates and deadlines described below in respect of the assumption and assignment of the Acquired Contracts, and (c) the form of Cure Notice. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 16, 2019 at 5:00 p.m. (CT) b. Initial Bid: After a Potential Bidder has delivered a bid, the Debtors, in consultation with the Secured Lenders, will determine whether such Potential Bidder is a "Qualified Bidder" and such bid as a "Qualified Bid." c. Deposit: 7% of the Base Purchase Price d. Auction: In the event that more than one Qualified Bid is received, the Debtors, in consultation with the Secured Lenders, will conduct an auction to determine the highest or best bid for the Purchased Assets on Aug. 27, 2019 at the law offices of Crowe & Dunlevy, P.C., 1919 McKinney Ave., Ste. 100, Dallas, TX 75201, beginning at 10:30 a.m. e. Bid Increments: $100,000 f. Sale Hearing: Aug. 21, 2019 g. Closing: The Closing will take place within 10 days after the entry of the Sale Order, but in no event later than Aug. 31, 2019. h. Bid Protections: At the conclusion of the Auction, or as soon thereafter as practicable, the Debtors, in consultation with their financial advisors, the Secured Lenders, and the Unsecured Creditors Committee shall: (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including those factors affecting the speed and certainty of consummating the Transaction; (ii) identify the highest or otherwise best offer(s) for the Purchased Assets received at the Auction; and (iii) designate the Back-Up Bidder. Not later than two business days after the entry of the Order, the Debtors will cause the Sale Notice. Three business days after the entry of this Order, the Debtors will file and serve the Notice of Proposed Cure Amounts on all non-debtor parties to executory contracts or unexpired leases that may be assumed by the Debtors and assigned to the Purchaser under the Agreement for which cure information is available. Contract Parties seeking to object to the Debtors' proposed Cure Amounts as listed in the Cure Notice must file and serve such objection by Aug. 21, 2019. Notwithstanding anything in the Motion or the Order to the contrary, the Cigna Employee Benefits Agreements will not be assumed and assigned pursuant to the Motion, and the Cigna Objection is resolved. Notwithstanding anything in the Motion, the Bid Procedures or the Order to the contrary, (i) the proposed sales price for West Houston, including any backup offer, is subject to the approval of Origin Bank, and (ii) the Debtors and Origin Bank (with respect to West Houston) and Veritex Bank (with respect to Cinco and Pearland), in consultation with the broker and Committee, may modify the Bid Procedures as they deem necessary and appropriate without further Court Order. The Order does not authorize bidding procedures for any of LaSalle's assets not related to the sale of a facility. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Sale Notice and Cure Notice attached to the Order is available for free at: http://bankrupt.com/misc/LaSalle_Group_270_Order.pdf About The LaSalle Group The LaSalle Group, Inc., along with certain of its subsidiaries, designs, develops, builds, and owns interests in memory care assisted living communities designed specifically for people with Alzheimer's and other forms of dementia. The communities operate under the name Autumn Leaves. LaSalle is a holding company for numerous wholly owned, non debtor subsidiaries and affiliates. It directly and indirectly owns interests in 40 memory care assisted living communities located in Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma, South Carolina, and Wisconsin. LaSalle and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on May 2, 2019. At the time of the filing, the Debtors estimated assets of between $10 million and $50 million and liabilities of the same range. The cases are assigned to Judge Stacey G. Jernigan. The Debtors tapped Crowe & Dunlevy, P.C., as their legal counsel, and Donlin, Recano & Company, Inc., as their claims and noticing agent. Haynes and Boone, LLP, is special counsel. LOGISTICS BUDDY: May Sell $95K in Receivables to WEX ---------------------------------------------------- The U.S. Bankruptcy Court for the District of South Dakota authorized Logistics Buddy Transportation, LLC, to sell accounts receivable of up to $95,000 to WEX Bank in order to pay the Debtor’s operating expenses. The Debtor and WEX Bank are parties pre-petition to an Accounts Purchase Agreement (APA) dated November 8, 2016, and an Amended Accounts Purchase Agreement dated October 6, 2017. Pursuant to the Order: * WEX Bank is granted, retroactive to the Petition Date, a first priority lien and security interest in all types of collateral granted to WEX Bank as security under the APA; * WEX Bank is given a replacement lien in the same form and priority as held pre-petition, to the extent of cash collateral actually used. The Debtor will not seek, grant, or create a lien or other security interest or encumbrance superior to WEX Bank's lien; and * WEX Bank, its agent and employed professionals may enter upon Debtor's premises to inspect its collateral, review the Debtor’s books and records, upon reasonable notice to Debtor and its counsel. Nothing in the Order will constitute an admission by WEX Bank that the protection given it is adequate. WEX Bank is under no obligation to provide Debtor any further financing, accommodations or concessions, the Court further ruled. About Logistics Buddy Logistics Buddy Transportation, LLC, a cargo and freight company based in Sioux Falls, South Dakota, sought Chapter 11 protection (Bankr. D.S.D. Case No. 19-40294) on July 5, 2019. Debtor's assets as of the Petition Date range from $500,000 to $1 million, and its liabilities range from $1 million to $10 million. The case is assigned to Hon. Charles L. Nail, Jr. GERRY & KULM ASK, PROF. LLC, led by name partner Clair R. Gerry, is serving as counsel to the Debtor. LPC HOLDING: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on LPC Holding Co. and its 'B' issue-level rating on the first-lien credit facility issued by Q Holding Co. Inc. At the same time, S&P is assigning its 'B' issuer credit rating to Q Holdco Ltd. (the entity that issues the financial statements). Subsequently, S&P plans to withdraw its issuer credit rating on LPC Holding Co. "The affirmation reflects our belief that the company's good growth prospects in the medical segment, coupled with its cost-optimization initiatives, implementation of better working capital management, and tighter capital expenditure controls, will likely strengthen its cash flow generation going forward despite its cash flow deficits over the last 2 years," S&P said. S&P expects Q Holdco to generate free cash flow of about $8 million-$10 million in 2019 and about $15 million in 2020. This indicates a free cash flow-to-debt ratio of about 3% in 2019, which the rating agency expects will improve to 4% in 2020. The affirmation also reflects S&P's expectation that the company's leverage will remain in the 7x area in 2019 before improving to about 6x in 2020 (including the rating agency's treatment of the company's $118 million convertible notes as debt). The stable outlook reflects S&P's assessment that the measures the company recently implemented should support the rating agency's base-case expectation for more than $10 million of annual free cash flow generation beginning in the second half of 2019 and through 2020. S&P also assumes that the company will successfully refinance its revolving credit facility due December 2019 in the near term. "We could lower our rating on Q Holdco if the company's liquidity position deteriorates and it faces challenges when attempting to refinance its revolver due December 2019. This would leave its liquidity somewhat constrained," S&P said. S&P said it could also lower the rating if the company's cash flow generation fails to rise above $10 million annually in coming quarters, even if it is due to increased integration/restructuring costs, higher working capital outflows, and/or higher-than-projected capex. S&P added that this would undermine its confidence in management's ability to meet the company's projections and achieve the rating agency's base-case assumption of annual free cash flow of more than $10 million. "Although unlikely, we could raise our ratings on the company if it reduces its debt leverage below 5x, improves its funds from operations-to-debt ratio above 12%, and maintains its metrics at those levels. However, given its financial-sponsor ownership and appetite for acquisitions, we expect that it will use its excess free cash flow for business development or shareholder-friendly initiatives rather than debt repayment," S&P said. MARK CARLESIMO: Bouklis Buying Bronxville Property for $800K ------------------------------------------------------------ Mark T. Carlesimo asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of the real property located at 4 White Plains Road, Bronxville, New York to Athanasios and Georgia Bouklis for $800,000. The Debtor's primary asset is the Home, which he owns jointly with his non-debtor spouse. He and his spouse wish to sell the Home. The Debtor engaged Re/Max Distinguished Homes & Properties as his broker. He had difficulty in his efforts to sell the Home. It is on a busy road in the Eastchester School District (as opposed to the highly desired Bronxville School District). Originally, the Home was on the market with an "asking price" of $1.05 million. The Debtor had to drop the price significantly to try to procure a buyer. On or about June 13, 2019, the Debtor entered into a contract to sell the Home to the Buyers. The Contract is fairly standard and contains the following principal terms: (1) the purchase price is $800,000; (2) the down payment - $80,000; (3) there is a mortgage contingency of $640,000 for a term of at least 30 years; and (4) the sale of the Home is "as is," and free and clear of all liens and encumbrances. There is a mortgage on the Home held by CIT Bank, N.A., formerly known as One West Bank, with an approximate amount due in excess of $1 million. The Debtor asks an order from the Court (i) approving the sale of his right, title and interest in the Home, with any and all liens to attach to proceeds; (ii) approving the distribution of proceeds pursuant to 11 U.S.C. Section 506(a) and (c); and (iii) granting such other and further relief as is just and proper. Following the sale, these approximate amounts should be paid: A. First Mortgage held by CIT Bank or its successor-the balance after costs associated with the sale in the amount of approximately $700,000. B. Transfer Tax and Title Charges-Transfer taxes (estimated to total $5,000) and ordinary title charges will be paid at the closing. C. Broker's commission and legal fees, subject to Court approval, will be paid at the closing in the amount approved by the Court. D. An escrow will be established for all other secured claims allegedly due, including any disputed real property taxed and judgments. The counsel for the Debtor will hold the escrow pending further order of the Court. The counsel will seek approval of compensation under 11 U.S.C. Section 506(c). The counsel will hold the balance, if any, of the proceeds pending further determination of the Court. Based upon the foregoing, the Debtor submitted that all creditors are sufficiently protected. Moreover, the Buyers will receive clear title to the Property under 11 U.S.C. Section 363(t). A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Mark_Carlesimo_72_Sales.pdf A hearing on the Motion is set for Aug. 8, 2019 at 10:00 a.m. The Purchasers: Athanasios and Georgia Bouklis 237 Hosmer Ave. Bronx, NY 10465 On June 6, 2016, Mark T. Carlesimo filed a voluntary petition for relief under Chapter 13 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22776). On Jan. 17, 2017, the case was converted to a case under Chapter 11. Since the conversion, the Debtor has remained in the possession and control of his property. Counsel for the Debtor: Anne Penachio, Esq. PENACHIO MALARA, LLP 245 Main Street - Suite 450 White Plains, NY 10601 Telephone: (914) 946-2889 Facsimile: (914) 206-4884 Re/Max Distinguished Homes & Properties is the Debtor's broker. MIAH INVESTMENTS: Discloses Equity Holder in New Plan ----------------------------------------------------- Miah Investments, LLC, filed an amended small business Chapter 11 plan and accompanying disclosure statement to disclose that Jeremy B. Paiz is the Debtor's 100% equity holder. The Amended Plan proposes that the equity holder will continue to own 100% of the Debtor's stock. The Amended Plan further proposes that the secured claim of Quick Lending, secured by the 3918 Elmcrest property, with a total claim of $216,000 will be paid a monthly payment of $2,520. The payments began on April 1, 2019 and will end pursuant to the note, or until sold. The secured claim of Quick Lending secured by the property at 9238 Richland Dr., with a total claim of $60,000 will be paid a monthly payment of $650. Payments began on April 1, 2019, and will end on July 1, 2020. A full-text copy of the Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y4g4ad55 from PacerMonitor.com at no charge. About Miah Investment Miah Investments is a privately-held company in Houston, Texas, engaged in activities related to real estate. It previously filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 13-34109) on July 9, 2013. Miah Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-36255) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The case is assigned to Judge Eduardo V. Rodriguez. Hoff Law Offices, P.C., is the Debtor's counsel. MICHAEL HANCOCK: Selling 50% Interest in Forrest Parcels for $25K ----------------------------------------------------------------- Michael Sean Hancock asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of interest in the following five parcels of undeveloped real estate located in Forrest County, Mississippi: (i) the first parcel is located at 1643 Hwy 11, Petal, Mississippi, and (ii) the remaining four are identified as Forrest County Parcel #s 1-015-14-028.00. 1-014-15-003.00, 1-014-15-006.00 and 1-014-15-005.00, to Ronney Hancock for $25,000, Following the tornadoes in the Hattiesburg, Mississippi area in 2016, the Debtor lost a number of homes to the storms and was unable to continue making note payments. He now owns four rentals properties as well as his homestead. The Debtor also owns the Property in which he owns a 50% interest. The Property is subject to the first position lien of Bancorp South Bank, the second position lien of Grand Bank for Savings, FSB and the tax lien of the Internal Revenue Service. Ronney Hancock has made an offer to the Debtor to purchase the Debtor's 50% interest in the Property for $25,000, which is sufficient to satisfy Bancorp South Bank's lien in full. The parties have entered into their proposed contract for the purchase and sale of the Property. The Debtor asks that the sale be made free and clear of all liens. He asks the Court to order the liens of Bancorp South Bank and Grand Bank for Savings, FSB attach to the net sales proceeds from the sale. Considering the exigencies, the Debtor asks the Court to find good cause exists to authorize the consummation of the sale without subjecting the order to a stay of execution, as permitted under Rules 7062 and 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Michael_Hancock_210_Sales.pdf About Michael Sean Hancock Michael Sean Hancock is an individual who is the sole employee of and operates a long haul trucking service. Previously, he also operated a real estate holding business which owned and rented multiple residential properties to various tenants. Michael Sean Hancock sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51989) on Oct. 11, 2018. The Debtor tapped Jarrett Little, Esq., at Lentz & Little, PA, as counsel. MONEYGRAM INT'L: Moody's Affirms B3 CFR, Outlook Still Negative --------------------------------------------------------------- Moody's Investors Service affirmed MoneyGram International, Inc.'s Corporate Family Rating of B3. The Speculative Grade Liquidity Rating was upgraded to SGL-3 from SGL-4. The outlook remains negative. The upgrade of the SGL rating follows the completion of the debt capital structure refinancing in June 2019 which extended debt maturities. Liquidity is supported by available cash balances of $134 million as of June 2019, but constrained by the pending $55 million forfeiture payment due May 2020 and by the approximately breakeven free cash flow pro forma for the higher cash interest expense levels following the refinancing. RATINGS RATIONALE The B3 CFR reflects MoneyGram's elevated business risk profile, with continuing revenue pressures due in part to efforts to strengthen the compliance framework resulting from the deferred prosecution agreement (DPA) with the Department of Justice, as well as the intense competitive environment in the money transfer industry. While MoneyGram's revised compliance standards have resulted in an improved compliance risk profile, they have also had the effect of reducing volumes in certain corridors. Moody's expects declines in revenue and margins in 2019 to result in adjusted leverage increasing to about 5.4x by the year-end. The refinancing of the debt capital structure extended maturities and added a junior debt capital tranche, but strained free cash flow generation through meaningfully higher cash interest expense. Moody's projects MoneyGram's free cash flow to be approximately breakeven over the next 12 to 18 months. The second forfeiture payment of $55 million mandated by the DOJ settlement is due in May 2020 and reduces available liquidity. MoneyGram's credit profile is supported by its leading position in the global money transfer industry and the value of its broad global network. Consumer demand fundamentals in the money transfer market are solid, with the addressable market of over $700 billion of annual cross-border remittances in 2019 projected by the World Bank to grow in the low single digits over the coming years. MoneyGram has made investments in its digital capabilities and global presence, and has been able to drive growth in its digital revenues in recent periods. The company has undertaken proactive measures to control expenses and realize operating efficiencies, including an evolving collaboration with Ripple Labs, Inc. (Ripple) to streamline cross-border funds movement. Liquidity is adequate with cash balances of $134 million as of June 30, 2019 and access to a $35 million revolver maturing in 2022. The negative rating outlook is predicated upon further top line decline and breakeven free cash flow pro forma for the refinancing. The outlook could be changed to stable if revenue and EBITDA generation stabilizes and free cash flow is consistently positive. The ratings could be upgraded if MoneyGram demonstrates sustained revenue and EBITDA growth, reduces leverage to below 4.5x and increases free cash flow to debt to above 5%. The ratings could be downgraded if MoneyGram's EBITDA decline does not moderate, if free cash flow is consistently negative, or if liquidity weakens. The B2 ratings assigned to the first lien senior secured credit facilities are one notch above the B3 CFR reflecting their senior most position in the capital structure and size relative to the second lien debt. The Caa2 rating on the second lien secured term loan, two notches below the B3 Corporate Family Rating, reflects the significant amount of first lien debt ahead of it in the capital structure. The following rating actions were taken: Upgrades: Issuer: MoneyGram International, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Affirmations: Issuer: MoneyGram International, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: MoneyGram International, Inc. Outlook, Remains Negative NABORS INDUSTRIES: Moody's Alters Outlook on Ba3 CFR to Negative ---------------------------------------------------------------- Moody's Investors Service changed Nabors Industries Inc.'s outlook to negative from stable. At the same time, Moody's downgraded the company's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. Nabors' other ratings were affirmed, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and B1 senior unsecured notes. "The negative outlook reflects Nabors' elevated refinancing and covenant violation risks and the company's continued high financial leverage despite management's focus on free cash flow generation and debt reduction," said Sajjad Alam, Moody's Senior Analyst. "Nabors needs to repay or refinance $950 million of near term debt maturities at a time when investors are increasingly shunning investments in oilfield services companies." Issuer: Nabors Industries Inc. Outlook Action: Changed to Negative from Stable Downgraded: Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Affirmed: Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4) Senior Unsecured Commercial Paper, Affirmed NP RATINGS RATIONALE Nabors Industries Inc.'s Ba3 CFR reflects its high debt level and financial leverage, elevated refinancing risk and increasing re-contracting risk in light of softening demand trends in the US. While Moody's expects dayrates and utilization in international markets to remain stable or improve modestly through 2020, US rig markets will likely face a period of mild slowdown. Most US E&P companies are trimming their capital spending and growth expectations to live within cash flow and boost shareholder distributions, which will make it difficult for Nabors and its land drilling peers to raise dayrates and fleet utilization at least through early-2020. Oil price volatility and weak US natural gas prices will also temper drilling activity. If E&P companies in the US continue to rein in spending, Nabors will not be able to generate enough free cash flow to de-lever quickly. However, the company's relationship with Saudi Aramco (A1 stable) will continue to provide a base level contract and earnings visibility. The Ba3 CFR is supported by Nabors' large scale, high quality rig fleet, long-standing contractual relationship with some of the world's largest oil companies, and a strong and diversified international footprint. Nabors has adequate liquidity, which is reflected in the SGL-3 rating. While the company should be able to generate free cash flow and maintain access to its two revolving credit facilities through mid-2020, a tight financial covenant will limit future borrowing capacity. Nabors is required to maintain a maximum net debt to capital ratio of 60%, and the ratio was 57% at June 30, 2019 restricting net debt growth to $389 million despite having a much larger aggregate commitment amount. The company has an undrawn $1.267 billion revolver, which matures at the earlier of (a) October 11, 2023 and (b) July 19, 2022, if any of Nabors' existing 5.5% senior notes due January 2023 remain outstanding as of such date. The company also has a $666.25 million revolver that had $480 million outstanding at June 30, 2019, and this facility matures on July 14, 2020. Nabors will likely roll the outstanding balance on the maturing revolver to the $1.267 million revolver and look to partially repay this pre-payable debt. Moody's estimates the company will generate $200-$250 million of free cash flow in each of 2019 and 2020 after covering annual capex of roughly $400 million and dividends of $32 million. As of June 30, 2019, Nabors had $396 million in cash and short-term investments, of which $230 million was at its 50% owned SANAD joint-venture entity, which it consolidates for financial reporting purposes. Nabors could use its revolver to refinance any maturing notes without eroding covenant cushion if capital market access remains constrained. Nabors' senior unsecured notes are rated B1, one notch below the Ba3 CFR given the priority position of its $1.267 billion unsecured revolver, which has upstream guarantees from substantially all rig and rig-related asset owning subsidiaries in addition to having a downstream guarantee from the ultimate parent - Nabors Industries Ltd. The unsecured notes and the expiring portion of the revolving credit facility have a downstream guarantee from Nabors Industries Ltd., but they do not have any subsidiary guarantees. The outlook could return to stable if Nabors increases its covenant cushion and liquidity, and substantially reduces refinancing risk involving its 2020 and 2021 notes. An upgrade would be contingent on Nabors reducing a significant amount of debt with free cash flow, and sustaining the Debt/EBITDA ratio near 3x in a stable to improving industry environment. The CFR could be downgraded if the company is unable to reduce debt or generate free cash flow leaving the Debt/EBITDA ratio above 4x, or if the credit facility covenant headroom is not increased. Nabors Industries Inc., based in Houston, Texas, is the largest global land drilling contractor with operations in nearly two dozen countries and several offshore markets. NEENAH FOUNDRY: Moody's Affirms B3 CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Neenah Foundry Company - Corporate Family and Probability of Default Ratings at B3 and B3-PD, respectively. In a related action Moody's affirmed the Caa1 rating on the senior secured term loan due December 2022. The outlook is revised to negative from positive. The following ratings were affirmed: Corporate Family Rating, at B3; Probability of Default, at B3-PD; $120 million ($104 million remaining amount) senior secured term loan due 2022, at Caa1 (LGD4). Rating outlook: revised to negative from positive The $75 million asset based revolving credit facility is unrated by Moody's. RATINGS RATIONALE The revision of Neenah's Corporate outlook to negative from positive reflects Moody's view that the recovery of the company's operating performance during the recent cyclical upturn in Class 8 commercial vehicle build rates will continue to lag previous expectations through Neenah's fiscal year ending September 2019. While Neenah's LTM Debt/EBITDA and EBITA/interest were 3.2x and 2.2x at March 31, 2019, Moody's expects these metrics to weaken over the coming quarters as stronger prior year quarters roll off, and as capacity constraints and operational inefficiencies at certain facilities, due to current high order volumes, impact performance. Further, while Class 8 build rates are anticipated to remain robust through Neenah's first fiscal quarter ending December 2019, build rates are expected to significantly decline 25%-30% in 2020 due to satisfied fleet demand and softening freight volumes. The negative outlook also reflects Moody's belief that the company's credit metrics will be weakly positioned for this downturn. The affirmation of Neenah's B3 Corporate Family Rating incorporates the company's leading market share in the castings and forging products market for its municipal (about 40% of revenues) and industrial (about 60%) customers. The company's competitive position is supported by its long history in the industry and longstanding customer relationships with commercial vehicle and customers in diverse markets. Also supporting Neenah's competitive position are high barriers to entry into the iron casting and forging industries. The company's municipal markets are seasonal yet stable and enjoy stronger profit margins. Yet, Neenah's modest size and highly cyclical commercial vehicle end-market are challenges to the company's credit profile. Neenah is expected to have a weak liquidity profile over the next 12-15 months as weaker than anticipated operating performance weigh on free cash flow generation. As a result, Moody's believes free cash flow generation will be in the break-even range for fiscal year-end September 2019; and improve to positive levels by year-end 2020. As Class 8 build rates reduce in 2020, working capital wind down and lower capital expenditures should nominally offset the cash flow impact of weaker profit levels. Neenah's cash flow cycle is seasonal with positive cash generation in the second half of the company's fiscal year. Availability under the $75 million asset based revolving credit facility due December 2020 was about $43 million at March 31, 2019 with about $6 million of outstanding letters of credit outstanding. Yet, Moody's anticipates that weaker than expected operating performance over the coming quarters will result in weaker covenant cushions under the maximum leverage covenant test under the term loan facility, limiting potential usage under the revolving credit facility. The financial covenant under the asset based revolver is a springing minimum fixed charge coverage test, which Moody's does not expect to spring over the near-term. The ratings could be upgraded if Neenah demonstrates the ability to sustain current market share, revenues, and margin trends such that EBITA/Interest is sustained above 3.3x and Debt/EBITDA below 3.5x, while demonstrating a stronger liquidity profile. The ratings could be downgraded if the North American commercial vehicle and casting markets experience demand trends resulting in EBITA margins sustained below 5%, EBIT/Interest sustained below 2x and debt/EBITDA above 4.5x. The expectation of sustained negative free cash flow generation or the continuance of a weak liquidity profile could also lower the ratings. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Neenah Foundry Company, headquartered in Neenah, Wisconsin, manufactures grey and ductile iron castings and forged components for sale to industrial and municipal customers. Industrial castings are custom engineered and produced for customers in several industries, including the medium- and heavy-duty truck components, farm equipment, construction equipment, and material handling equipment. Municipal castings include manhole covers and frames, storm sewer frames and grates, tree grates, and specialty castings. Neenah is a wholly owned subsidiary of Neenah Enterprises, Inc., which is controlled by private investment funds affiliated with GoldenTree Asset Management and others. Revenues for LTM period ending March 31, 2019 were $444 million. NEW MEDIA II: Moody's Reviews B2 CFR for Downgrade on Gannett Deal ------------------------------------------------------------------ Moody's Investors Service placed New Media Holdings II, LLC's B2 Corporate Family Rating and B3-PD Probability of Default Rating under review for a downgrade following its announced debt-financed acquisition of Gannett. New Media and Gannett announced their entry into a merger agreement pursuant to which New Media will acquire Gannett for a total consideration $12.06/share financed through a combination of cash and New Media common stock. Existing debt of both companies totaling approximately $778 million is anticipated to be refinanced by a five-year senior secured $1.792 billion term loan provided by Apollo Global Management, LLC at 11.5% interest rate. The combined company's management team will be led by New Media's current Chairman and CEO, Michael Reed, and will assume Gannett's name, with headquarters in McLean, VA, with a continued corporate presence in existing locations. The merger is subject to regulatory clearances in US and Europe and approval by the shareholders of each company, with expected close by the end of 2019. Issuer: New Media Holdings II, LLC On Review for Downgrade: Corporate Family Rating, Placed on Review for Downgrade, currently B2 Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD Outlook Changed To Rating Under Review From Stable There was no action taken on the instruments and other ratings because Moody's expects the outstanding debt to be paid off in full upon closing of the transaction. RATINGS RATIONALE Incrementally higher notional debt to be raised as part of the proposed acquisition results in increased leverage of approximately 4.6x (incorporating Moody's standard adjustments) and raises the risk of default for what will be the largest newspaper publisher in the US. In addition, interest expense will materially increase to approximately $200 million or just over 40% of pre-synergy EBITDA of both companies. Moody's considers this leverage aggressive for an industry in secular decline. In addition, while New Media has had substantial experience integrating smaller publishers, Moody's considers this transformative merger to carry material integration risks for both companies. The CFR and PDR could be downgraded up to two notches. New Media and Gannett management teams anticipate $275-$300 million in annual run rate synergies to be achieved over the next 24 months, with an estimated one time cost of $80 - $100 million. Management stated that the target operating leverage is 1.75x, however, Moody's anticipates tuck-acquisitions consistent with New Media's past acquisition strategy may slow the pace of de-levering. Given the commitment to ongoing dividend payments and capital needs for its digital transformation, Moody's anticipates limited de-levering to occur, largely due to realized synergies, resulting in forecasted Moody's adjusted leverage of approximately 3.1x in 18-24 months. While the merger will result in materially increased scale for a single publisher and enhanced distribution potential for digital products, traditional publishers continue to struggle with declining secular trends and increasing pace readership and advertising spend towards digital sources. Furthermore, Moody's considers the acquisition to carry high integration risks, as new leadership of the combined entity seeks to execute the merged company strategic plan. All financial metrics cited reflect Moody's standard adjustments. In its review, Moody's will evaluate the combined companies' financial strategy, the expected post-acquisition capital structure, liquidity, merger integration plans, projected operating performance and credit metrics, the expected pace of debt reduction and the impact of regulatory requirements to close the transaction, among other factors. Moody's will also review anticipated changes to the management agreement and how those changes may impact the company's operations subsequent to 2021. The principal methodology used in these ratings was Media Industry published in June 2017. New Media Holdings II LLC is one of the largest community newspaper publishers in the US with additional operations in digital marketing services. The predecessor company, GateHouse Media, LLC emerged from bankruptcy protection in November 2013. Revenue for the last twelve months ended June 30, 2019 was approximately $1.6 billion. Gannett is a leading newspaper publisher by circulation that issues national, international and localized content. The Company owns ReachLocal, a digital marketing solutions company, the USA Today Network (including digital sites and affiliates and 109 local media organizations in 34 states), and Newsquest (including more than 160 local media brands in the UK). Through the USA Today Network and Newsquest, Gannett delivers content to consumers on virtually any device or platform. Revenue for the last twelve months ended June 30, 2019 was approximately $2.8 billion. PETTUS PROPERTIES: Unsecureds to Get Paid From 50% of Plan Profits ------------------------------------------------------------------ Pettus Properties, LLC, filed a Chapter 11 plan and accompanying disclosure statement proposing that Allowed Unsecured Claims, classified in Class 2, will be paid from 50% of the Net Plan Profits of the Debtor for five (5) years or until paid in full. However, if unsecured debts are not paid in full by the end of year five, any remaining balance will balloon at the end of year six and be due and payable by the Debtor at that time. Class 1 - Allowed Secured Claims are impaired. Class 1 shall be paid through interest-only payments for 18 months in the amount of $1,465.78, commencing on the Effective Date of the Plan. This payment will be paid direct by the Debtor. Any other income after expenses will be used to repair the property and market it for sale, following which Debtor will apply the proceeds to payment of the debt to National Loan Investors, LP. Class 3 - Equity Interest Holders are impaired. Class 3 shall consist of the equity position of Members Don Pettus and Patricia Pettus in the Debtor. The Members, or their assigns, will receive no equity distribution (other than salary) unless and until Class 2 is paid in full. The Plan will either be funded by operations of the Debtor or the sale of the real property of the Debtor. A full-text copy of the Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y6ltj5lk from PacerMonitor.com at no charge. Attorneys for the Debtor: Stuart M. Maples, Esq. Mary Ena J. Heath, Esq. MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, Alabama 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 Email: smaples@mapleslawfirmpc.com mheath@mapleslawfirmpc.com About Pettus Properties Pettus Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 19-80926) on March 25, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Stuart M. Maples, Esq., at Maples Law Firm, P.C. ROOFTOP GROUP: Fortune 8 Buying All Assets for $500K ---------------------------------------------------- Rooftop Group International Pte., Ltd., asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the bidding procedures in connection with the sale of substantially all its assets, principally including all of its patents, trademarks, and other intellectual property and related licenses or other executory contracts and unexpired leases, to Fortune 8 Sales & Marketing, Inc. for $500,000, subject to overbid. Although the Debtor has substantial debts, it believes that no creditor holds a valid, enforceable lien against any of the Assets. Accordingly, it intends to maximize the value of the Assets and its estate through a sale of substantially of the Assets and related contractual rights to bidder submitting the highest or best offer. The Debtor has finalized negotiations with the Stalking Horse Bidder for the purchase of the Assets for an aggregate cash purchase price of $500,000. The Stalking Horse Bidder has previously provided unsecured loans to Darren Matloff, individually, and to Asian Express Holdings Ltd., and engaged in unrelated business transactions with Mr. Matloff prior to the formation of the Rooftop enterprise; however, the Stalking Horse Bidder is not an affiliate or insider of either Mr. Matloff or the Debtor and has never provided loans to the Debtor. Further, the Stalking Horse Bidder has made no oral or written promises of compensation, employment, or other benefit to Mr. Matloff relating to the Stalking Horse Bid or the outcome of the proposed Sale, nor are there any such agreements currently in existence as between the Stalking Horse Bidder and Mr. Matloff or the Debtor. Nevertheless, as a result of its prior business interaction with Mr. Matloff and the broader "Rooftop" enterprise, the Stalking Horse Bidder was already familiar with the Debtor and its intellectual property assets and willing to make an offer for their purchase on that basis. The Stalking Horse Bid comprises a single Intellectual Property Purchase and Transfer Agreement and accompanying assignment agreements. Based upon the occurrence of certain conditions precedent described therein, including approval of the Bid Procedures and related bid protections for the Stalking Horse Bidder, the Stalking Horse Bid is a binding offer to purchase substantially all the intellectual property assets of the Debtor as more particularly described therein. The Stalking Horse Bid will be treated in the Auction as any other Qualifying Bid and therefore remains subject to higher or better offers that may be submitted in connection with the Auction. The Debtor believes that good cause exists to expose the Assets to a sale by public auction and to approve the procedures proposed therefor. It also believes that an auction will enable it to maximize the value of the Assets for the benefit of its estate and creditors. As consideration for the Stalking Horse Bidder's willingness to act as a stalking horse purchaser and subject its offer to higher or better offers, the Debtor asks authorization to reimburse the actual and reasonable out-of-pocket costs, not to exceed $50,000, incurred by the Stalking Horse Bidder to finalize the terms of the Stalking Horse Bid, monitor the case, and to participate in the Auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 4, 2019 at 5:00 p.m. (CT) b. Initial Bid: Any Qualified Bidder exceeds the amount of the Stalking Horse Bid by at least an amount equal to the sum of the Break-Up Fee and a minimum overbid increment of $25,000 ($575,000). c. Deposit: $100,000 d. Auction: The Auction will be held at the offices of Reed Smith LLP; 2501 N. Harwood Street, Suite 1700; Dallas, TX 75201. e. Bid Increments: $25,000 f. Sale Hearing: TBD g. Closing: As soon as practicable after entry of an order approving such transaction. The Debtor proposes a postpetition marketing process to last slightly more than 60 days from the filing of the Motion to the proposed Bid Deadline. As part of the proposed Sale, the Debtor expects to assume and assign the Amax License to the Successful Bidder. Although the Debtor does not believe it owes any amounts under the Amax License, the Debtor will disclose any Cure Amount that it believes must be paid as a condition precedent to its assumption of Amax License as provided in the Bid Procedures. The actual contracts and leases to be assumed will depend on the outcome of the Auction process and whether the Successful Bidder has elected to include such contracts and leases in its Successful Bid. On Aug. 2, 2019, the Debtor will file a notice identifying all of the Debtor's executory contracts and unexpired leases proposed to be assumed by the Debtor and assigned to the Stalking Horse Bidder under the Stalking Horse Bid. The Debtor submits that ample cause exists to justify a waiver of the 14-day stays imposed by Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Rooftop_Group_44_Sales.pdf About Rooftop Group Int'l Rooftop Group International Pte. Ltd. is a private limited company organized under the laws of Singapore. It was formed to hold certain intellectual property assets, including registered trademarks and patents, relating to the manufacture and sale of hobby-grade drones under the name Propel RC(R). At present, it has no operations and has no employees, and its remaining assets are composed almost entirely of certain patents, trademarks, and other intellectual property. In addition, it licenses certain of its trademarks to Amax Industrial Group China Co, Ltd., under a nonexclusive license agreement. Certain of Rooftop Group's prepetition secured creditors commenced collection actions against the Debtor in Singapore courts pertaining to prepetition debt obligations under which the Debtor was either a primary obligor or guarantor. The Debtor's intellectual property assets are not encumbered by any lien or security interest; however, a portion of the outstanding equity in the Debtor is pledged to secure repayment of certain of the Debtor's prepetition obligations and certain prepetition creditors assert liens on certain asset classes other than intellectual property. To preserve the value of its intellectual property assets for the benefit of all its unsecured creditors, on April 30, 2019, the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-31443). In the petition signed by Darren Matloff, director, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. The Debtor is represented by Reed Smith LLP. The Office of the U.S. Trustee on June 13, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. SEARS HOLDINGS: Tannor Capital Objects to Disclosure Statement -------------------------------------------------------------- Tannor Capital Advisors LLC, the general partner of Tannor Partners Credit Fund, LP, objects to the confirmation of the Modified Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation and its Affiliated Debtors. TCA asserts that the Plan does not provide for such different treatment, and creditors can take no comfort in the Debtors' assurances of administrative solvency, which, if achievable at all, can only occur under the Substantive Consolidation Settlement, a highly favorable outcome of the Transform Litigation, and with uncertain proceeds from litigation and causes of action that will be pursued by a Liquidation Trust after confirmation and the Effective Date of the Plan. TCA points out that the Debtors are liquidating, and nothing in their monthly operating reports points to an improvement in their financial condition. According to TCA, there are substantial risks associated with numerous contingencies for which the Debtors must obtain favorable outcomes, including, among others, the reconciliation of the 503(b)(9) Claims and the extent of allowed claims under section 507(b) of the Bankruptcy Code. TCA complains that the Debtors have not included costs associated with litigating disputes with respect to each type of Administrative Expense Claims, which further compounds the risk of administrative insolvency. TCA asserts that the Debtors must demonstrate that the Plan’s provision for the payment in full of all Allowed Administrative Expense Claims is feasible. Attorneys for TCA: Frank A. Oswald, Esq. Neil Berger, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York 10119 Telephone: (212) 594-5000 Fax: (212) 967-4258 About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. SHANNON STALEY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Shannon Staley & Sons LLC 304 E. Main Street Carnegie, PA 15106 Business Description: Shannon Staley & Sons LLC -- https://shannonstaleyandsons.com/ -- is a full-service construction services firm offering on demand construction services, turn key real estate, contract construction services, and property management services. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 19-23101 Judge: Hon. Carlota M. Bohm Debtor's Counsel: Robert O. Lampl, Esq. ROBERT O LAMPL LAW OFFICE Benedum Trees Building 223 Fourth Avenue, 4th Floor Pittsburgh, PA 15222 Tel: 412-392-0330 Fax: 412-392-0335 Email: rol@lampllaw.com rlampl@lampllaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen A. Daniele, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-23101.pdf SMGR LLC: Miner Buying Murphy's Cocoa Property for $420K -------------------------------------------------------- SMGR, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of affiliate Murphy & Rajan Investments, LLC's real property located at 4050 West King Street, Cocoa, Florida, including all furniture, appliances, fixtures, and supplies located thereon, to Ann Miner or related Assigns for $426,000. Murphy & Rajan is the owner of the Real Property. The Real Property is an asset of the bankruptcy estate and is not necessary for an effective reorganization. Creditor, Valley National Bank, predecessor in interest, USAmeriBank ("VNB"), made a series of loans [Loan #xxx8000 / SBA Loan #xxx50-04 "Elite/4505 Term Loan," Loan #xxx8100 / SBA Loan #xxx50-08 "Elite CAPLine," Loan #xxx3900 / SBA Loan #xxx50-07 "Elite/M&M Term Loan," and Loan #xxx8200 / SBA Loan #xxx50-05 "Pelican CAPLine"] utilizing the U.S. Small Business Administration's 7(a) program to the following loan parties as borrowers, mortgagors and/or guarantors: Elite Vinyl Products, Inc., Pelican Vinyl Products, LLC, Arrow Fence Systems, Inc., 4504 30th Street West, LLC, Murphy & Murphy Investments, LLC, now known as Murphy & Rajan Investments, LLC, and Sean Murphy. On April 1, 2018, SMGR purchased all assets of Elite, Pelican and Arrow, including the personal property collateral which constitutes security for the Loans. VNB filed its claim in the estimated amount of $3,999,395 as of the Petition Date (Proof of Claim #11) and provide the Debtor's counsel an Appraisal prepared by Tuttle Armfield Wagner Appraisal & Research, Inc., dated Jan. 22, 2019, valuing the Real Property at $420,000. Accordingly, the Debtor filed its Motion to Determine Secured Status and the Court on April 9, 2019, entered an Order Granting Verified Motion to Determine Secured Status of Valley National Bank. The Order valued the property at $420,000 and determined VNB's secured claim on the real property to be $420,000. There are no known liens on the property other than VNB, with the exception of the Brevard County Tax Collector in the amount of $3,734.87, for 2018 real estate taxes (M&R - Proof of Claim #3); Tax Certificate Holder, Cazenovia Creek Funding II, for 2016 real estate taxes in the amount of $4,150 (M&R - Proof of Claim #9); Tax Certificate Holder, FCAP as Custodian for FTCFIMT, LLC, in the estimated amount of $4,166 (M&R - Notice Of Additional Creditor), for 2017 real estate taxes; and Tax Certificate Holder, Assembly Tax 36, LLC, care of Custodian and Secured Party, in the estimated amount of $4,289 (M&R - Notice Of Additional Creditor), for 2018 real estate taxes, for an estimated total of past due real estate taxes in the amount of $16,340. These real estate taxes / claims will be paid at closing. There is currently a cash offer of $426,000, to purchase the Real Property by the Purchaser. The parties have entered into their Commercial Contract. Pursuant to the Contract, the Purchaser is ready to close on the sale on Sept. 1, 2019. The Debtor proposes to sell the Real Estate free and clear of liens. The Debtor asks authority from the Court to sell the Real Property "as is" and "where is," free and clear of any potential liens, with valid and enforceable liens attaching to the proceeds of the sale, subject to order of the Court. In addition, it asks that the Sale be held to be exempt from any transfer tax, stamp tax, or other similar tax. The liens of the Secured Creditor, VNB, will attach to the proceeds. The Taxes and ordinary closing costs will be paid at closing. The proceeds, after payment of closing costs, will be held by the Debtor's counsel until the Court determines the distribution. Finally, the Debtor asks that the 14-day stay required under Bankruptcy Rule §6004(h) be waived, and that any order granting the Motion is effective immediately upon entry. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/SMGR_LLC_298_Sales.pdf About SMGR LLC SMGR, LLC, a real estate holding company, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed by Sean Murphy, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. On Sept. 29, 2018, 4504 30th Street West, LLC, and Murphy & Rajan Investments, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. On Oct. 12, 2018, Elite Vinyl Products, Inc., Arrow Fence Systems, INc., and Pelican Products, LLC, filed Chapter 11 petitions. On Oct. 22, 2018, the Court entered an order granting directed the joint administration of Chapter 11 cases, with SMGR's case designated as lead case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. SPECIALTY RETAIL: Sets Bid Procedures for All Real Properties ------------------------------------------------------------- Specialty Retail Shops Holding Corp. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Nebraska to authorize their bidding procedures in connection with the sale, liquidation, or other disposition of the real property owned by the Debtors, all of which are listed on Exhibit B, including six store properties and 61 out-lots, to Shopko Stores Operating Co., LLC for , subject to overbid. The Debtors have ceased or will be ceasing business operations at all of the Properties within the next 30 days, and the Debtors no longer have need of them. The Debtors, through its real estate broker, A&G Realty Partners, LLC, have taken substantial steps to market the Properties. The Debtors believe that the proposed Bidding Procedures will promote active bidding from interested parties and will maximize the value the Debtors will receive form the Properties for the benefit of their estates. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 22, 2019 at 4:00 p.m. (CT) b. Initial Bid: The minimum bid amount for each Property will be established at the discretion of the Debtors. The Bid must expressly state that the Bidder's offer is all cash, on an "as-is, where-is" basis. c. Deposit: 10% of the Purchase Price stated in the Bid d. Auction: The Auction will be held on July 24, 2019 at 9:00 a.m. (CT) at the offices of Kirkland & Ellis LLP, located at 300 North LaSalle, Chicago, Illinois 60654, or at any other location as the Debtors may thereafter designate on proper notice. e. Bid Increments: All incremental Bids made thereafter will be Overbids and will be made and received on an open basis, and all material terms of each Overbid will be fully disclosed to all other Qualified Bidders. f. Sale Hearing: July 29, 2019 (CT) at 1:00 p.m. or as soon thereafter as the Court's calendar would permit g. Closing: The closing of the sale of the Properties will occur in accordance with the terms of the Winning Bidder Sale Documents or the purchase agreement of the entity otherwise authorized by the Court to purchase the Properties, as applicable. h. Transaction Objection Deadline: July 27, 2019 at 4:00 p.m. (CT) i. Reply Deadline: July 29, 2019 at the time of the Transaction Hearing (CT) j. Commission: The Debtors' broker, A&G, will be paid a commission of 4% of the total purchase price on each sale of Property from the proceeds of the sale of that Property. ll commissions, fees, or expenses for agents, other than as retained by the Debtors, may be paid by bidders at such bidder's discretion. As soon as reasonably practicable after the entry of the Bidding Procedures Order, the Debtors will serve the Transaction Notice. As soon as reasonably practicable after the conclusion of the Auction, the Debtors will file on the docket, but not serve, a notice identifying the Successful Bidder. The Debtors ask authority to convey the Properties free and clear of all Interests including liens, claims, rights, interests, charges, and encumbrances, with any such liens, claims, rights, interests, charges, and encumbrances to attach to the proceeds of the Transaction. On the closing date of any Transaction, to the extent the DIP Claims, Prepetition ABL Claims, and Term Loan Secured Claims are not yet Satisfied as set forth in Article II.C and Article III.B of the Third Amended Joint Chapter 11 Plan of Specialty Retail Shops Holding Corp. and its Debtor Affiliates, the proceeds of the Properties from the closing of such Transaction will be paid to the Agent for application and payment of all obligations, if any, owing by the Debtors to Agent and the Lenders, or otherwise in accordance with the DIP Order. The Debtors also ask authority, but not direction, to pay a Breakup Fee in an amount not to exceed 3% of a stalking-horse bid, only in the event that the Debtors elect to enter into a stalking-horse arrangement with a third-party bidder as to any particular Property. The Debtors ask that the Court holds the Transaction Hearing on July 29, 2019 at 1:00 p.m. (CT), or as soon thereafter as the Court's schedule would allow. Finally, the Debtors ask that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Bidding Procedures and Exhibit B attached to the Motion is available for free at: http://bankrupt.com/misc/Specialty_Retail_1651_Sales.pdf About Specialty Retail Shops Specialty Retail Shops Holding Corp. and its affiliates are engaged in the sale of general merchandise including clothing, accessories, electronics, and home furnishings, as well as company-operated pharmacy and optical services departments. They are headquartered in Green Bay, Wisconsin, and operate 367 stores in 25 states throughout the United States as well as e-commerce operations. They currently employ approximately 14,000 people throughout the United States. Specialty Retail Shops Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 19-80064) on Jan. 16, 2019. At the time of the filing, the Debtors estimated assets of $500 million to $1 billion and liabilities of $1 billion to $10 billion. The cases are assigned to Judge Thomas L. Saladino. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; McGrath North Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC, as restructuring advisor; Hilco Real Estate, LLC as real estate consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as notice and claims agent. A seven-member panel has been appointed as official unsecured creditors committee in the cases. The Committee retained as counsel Pachulski Stang Ziehl & Jones LLP and Goosman Law Firm, PLC, in Omaha, Nebraska. TECNICENTROS MUNDIAL: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Tecnicentros Mundial, Inc. Campo Rico Avenue 802 San Juan, PR 00929 Puerto Rico Business Description: Tecnicentros Mundial, Inc., founded in 1984, distributes tires and tubes for passenger and commercial vehicles. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 19-04471 Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: William Vidal Carvajal, Esq. WILLIAM VIDAL CARVAJAL LAW OFFICES MCS Plaza, Suite 801 255 Ponce De Leon Ave Suite 801 San Juan, PR 00918 Tel: 787-764-6867 - 399-6415 Fax: 787-764-6496 E-mail: william.m.vidal@gmail.com Debtor's Financial Consultant: Luis Carrasquillo, CPA CPA LUIS CARRASQUILLO & CO. P.S.C. Total Assets: $3,459,283 Total Liabilities: $8,891,276 The petition was signed by Jacklin Tirado Rivera, vice-president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/prb19-04471.pdf TLC CONSTRUCTION: Ashland Buying Equipment for $87K --------------------------------------------------- TLC Construction, L.L.C., asks the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of the following to Ashland Road Excavating, LLC: (a) a 2017 SiDumpr Trailer, VIN 1DFS4432HC688011 ("SiDumpr") for $45,000; (b) a 2015 5055E John Deere Utility Tractor for $27,000; and (c) the GPS equipment Trimble T6 GPS, Serial Number NCN16-059, and a Trimble T6 Laser-Dual GL, Serial Number NCN16-051, for $15,000. The Debtor listed the Equipment on Schedule A/B as having values as follows: (a) SiDumpr - $49,500; (b) Tractor - $31,500; and (c) GPS Equipment - $20,000. The Debtor determined the value from an appraisal conducted by Jay Nitz of Jack Nitz & Associates Appraisers & Consultants on Feb. 19, 2019. The Equipment will be ultimately conveyed to Ashland for the total purchase price of $87,000. The Purchase Price will be applied towards the estimated payoffs for the Equipment totaling approximately $81,544 as follows: a. Stearns Bank's secured PMSI loan of approximately $45,000 for the SiDumpr; b. John Deer Financial's secured PMSI loan of $24,216 for the Tractor and accrued attorney's fees; and c. First Western Bank and Trust, doing business as Advance Acceptance's secured PMSI loan of approximately $12,328 for the GPS Equipment. The Lienholders has each agreed to accept the Purchase Price and in exchange will release its security interest in the respective Collateral. Cass County Bank ("CCB") and Power Funding, LLC arguably have perfected security interests in the Equipment that are junior to the Lienholder's security interests. The property being transferred is not subject to any broker or commission fees. Such sale will be free and clear of liens and liens will attach to the proceeds of the Sale in the order of its priority as follows: Lienholders, CCB, and Power Funding. The Debtor prays that the Court enters an Order allowing it to sell its Equipment free and clear of liens. About TLC Construction TLC Construction, L.L.C., based in Plattsmouth, Nebraska, provides commercial and residential excavating contractor services including land clearing and dirt work. TLC Construction, based in Plattsmouth, NE, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80712) on May 8, 2019. In the petition signed by Cassandra Boyle, member-manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Thomas L. Saladino oversees the case. Patrick M. Patino, Esq., at Koenig Dunne PC LLO, serves as bankruptcy counsel to the Debtor. TWIFORD ENTERPRISES: Plan Confirmation Hearing Reset to Oct. 2 -------------------------------------------------------------- Upon agreement of parties to reschedule the hearing on confirmation of Twiford Enterprises, Inc.'s Amended Chapter 11 Plan of Reorganization scheduled for Sept. 19, 2019, Judge Cathleen D. Parker of the U.S. Bankruptcy Court for the District of Wyoming issued an order rescheduling to October 2, 2019 at 9:00 a.m., the date of hearing on confirmation of the Amended Plan. September 10, 2019 is the last day: a. for filing written acceptances or rejections of the Plan, b. for filing objections to confirmation of the Plan, c. for submitting ballots to counsel for the debtor; Sept. 25, 2019 is the last day for the debtor to file a compilation of ballots, with copies of the ballots attached. In April, Judge Parker denied confirmation of the Debtor's Modified Chapter 11 Plan holding, among other things, that Section 524(e) of the Bankruptcy Code does not extend the Debtor's discharge to any other entity liable for the same discharged debt. TEI proposes its confirmed plan to act as an injunction against litigation in Polk County Iowa, (Case No. LACL 140373), which the Bank filed against TEI's loan guarantors -- TEI's officers and directors. Rolling Hills Bank and Trust (RHB) argued these provisions violate Section 524(e), so the court may not confirm the plan under Section 1129(a)(1). Judge Parker agreed with the Bank's concerns over the default provision, or lack thereof, and the post-confirmation release. The judge said the plan may not extend the stay postconfirmation in the form of a permanent injunction that effectively relieves any of the guarantors from their own liability to the Bank. The judge pointed out plan does not identify or explain default -- only some actions that a party may take when default occurs. Given the length of the plan and the interval between payments, the creditors deserve more specific default language ensuring timely relief upon TEI's inability to perform under the plan, the judge held. The Debtor has filed objections to the secured claims filed by RHB in the amount of $5,797,103, and its request for payment of an additional $681,239, plus $900 per day since May 15, 2019. The Debtor's primary basis for the objection derives from the lender liability prepetition causes of action recommended by TEI's special counsel. The amount of RHB's secured claims will be estimated by the Court at the Plan confirmation hearing. The Debtor or its assignee will file suit along with its shareholders against RHB in the U.S. District Court for the District of Wyoming after the Effective Date. The Amended Plan proposes that the estimated claim amount will be paid annually with 7.5% interest accruing thereon. RHB will retain its lien on all of its collateral. However, it lien against the existing livestock and their offspring will be subordinated to the line of credit loan provided by Global Services, LLC. The Debtor will maintain full property and casualty insurance coverage on its insurable assets with RHB listed as a payee on the coverage so long as there is any amount owing to RHB. The Amended Plan also proposes that unsecured creditors, which consist of R Mill Iron Land and Cattle Ranch, Jorgensen Land & Cattle Partnership, Key Bar Ranch and Petsch Farms, Inc., which hold claims totaling $357,066, will be paid in full over five years with no interest with the first payment to the Class in the amount of $71,413 due on the Effective Date, and the remaining four annual payments of $71,413 each will be paid proportional to the Claim amounts on March 1st of each succeeding year. The claim of Stanetta Twiford in the amount of $362,000 will receive no payment under the Plan. A full-text copy of the Amended Chapter 11 Plan dated July 24 is available at https://tinyurl.com/y3qjk2a9 from PacerMonitor.com at no charge. A full-text copy of the Order Denying Confirmation dated April 25 is available at https://tinyurl.com/y3kc4q4k from PacerMonitor.com at no charge. About Twiford Enterprises Twiford Enterprises, Inc., is a privately held company in Glendo, Wyoming in the crop farming industry. The Company owns in fee simple 2870 acres of land and buildings located at 642 Horseshoe Creek Road Glendo, Wyoming having an appraised value of $4.65 million. Its gross revenue amounted to $2.23 million in 2017 and $2.38 million in 2016. Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition signed by its secretary, Jack Twiford, the Debtor disclosed total assets of approximately $7.68 million and total debt of $6.49 million. The Hon. Cathleen D. Parker is the case judge. The Debtor hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as counsel. UNISYS CORP: Moody's Alters Outlook on B2 CFR to Negative --------------------------------------------------------- Moody's Investors Service downgraded Unisys Corp.'s Speculative Grade Liquidity rating to SGL-3 from SGL-2, changed the outlook to negative, and affirmed other ratings, including the B2 Corporate Family Rating, B1 senior secured rating, and B3 senior unsecured rating. This rating action follows Unisys's announcement of the partial repayment of $129.3 million principal amount of the 5.5% Convertible Senior Notes due March 2021 for consideration consisting of cash and newly issued shares. Unisys funded the $59.4 million cash portion of the purchase price by drawing down existing cash balances. Affirmations: Issuer: Unisys Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed B3 (LGD5) Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3) Downgrades: Issuer: Unisys Corporation Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook Actions: Issuer: Unisys Corporation Outlook, Changed To Negative From Stable RATINGS RATIONALE The negative outlook and the downgrade of the SGL rating reflects the weakened liquidity following the Convertibles repurchase, Moody's expectation of only modest Free Cash Flow generation over the next year, and the large projected increase in the required cash funding on the US and foreign pensions, which is scheduled to increase to $289 million in 2020 from $105 million in 2019. Unisys generated FCF (Moody's adjusted), which excludes pension contributions, of less than $50 million for the twelve months ended June 30, 2019. Although Unisys's recent revenue growth and improving margins are encouraging, Moody's believes that Unisys will not generate materially stronger FCF and will thus consume over $240 million of cash over the next year due to the pension funding, reducing the cash balance to about $250 million by year end 2020. With $229 million of scheduled pension funding requirement in 2021, Moody's believes that Unisys's liquidity will further deteriorate during 2021. The B2 CFR reflects Unisys's high financial leverage, which Moody's expects will remain around 5x debt to EBITDA (Moody's adjusted) over the next year. Leverage will be impacted by the intermediate term execution risks and the remaining cash costs of Unisys's operating restructuring program. Further weighing on the CFR, Moody's expects that revenues will only grow modestly and margins, though improving, will remain weak over the next year, reflecting a challenging competitive environment. Nevertheless, Unisys has begun to reap the benefits of an improved cost base with the completion of the global restructuring in 2017, and the company's investment in its sales and marketing organization, which is driving a return to modest revenue growth. Moreover, Unisys benefits from a large base of recurring services revenue (70% of 2018 total revenues) based on contracts of 3 years or more, and these revenues are also largely comprised of Public Sector (22% of revenues) and U.S. Federal (21% of revenues) components, which contributes to revenue predictability. The ratings could be downgraded if the company fails to address the 2020 pension funding requirement in the next two months by either raising the cash balance or reducing the pension funding requirement so that the company will have sufficient liquidity to comfortably fund the pension in 2020. The ratings could be stabilized if the company has sufficient liquidity to fund the pension for at least the next two years. Although an upgrade is not expected in the near term, the ratings could be upgraded if the company raises cash balances or reduces its pension funding requirements such that the company has sufficient liquidity to fund the pension for at least the next four years and demonstrates at least mid-single digit revenue growth. Moody's would further expect that Unisys would maintain EBITDA margins (Moody's adjusted) at least in the low 20s percent level and debt to EBITDA (Moody's adjusted) below 4 times. The Speculative Grade Liquidity rating of SGL-3 reflects Unisys's adequate liquidity. Although Moody's expects Unisys to generate only modest amounts of FCF before pension funding requirements, liquidity is supported by the cash balance ($447.8 million at June 30, 2019, proforma for Convertibles repurchase) and modest near term debt maturities. The 10.75% Senior Secured Notes due 2022 ("Notes") are governed by a collateral valuation maintenance financial covenant, in which the ratio of the sum of cash plus 4.75 times EBITDA (as defined) all divided by senior secured debt (as defined) must be maintained in excess of 1.5 times. Moody's believes that Unisys will be in compliance with this financial maintenance covenant over the next year. Liquidity is also supported by the $145 million Revolver due October 2022, which is secured by accounts receivable. As of June 30, 2019, the Revolver was used solely for letters of credit and had available borrowing capacity of about $139.4 million. The Revolver contains a fixed charge coverage covenant, which must be maintained when Revolver availability declines below the greater of $15 million or 10%. Consequently, the company had full access to the Revolver as of June 30, 2019. Unisys would have been in compliance with the fixed charge coverage requirement if measurement had been triggered as of June 30, 2019. Unisys has a significant unfunded pension obligation which Moody's estimates could potentially require annual cash contributions of $225 million to $290 million annually after 2019. The B1 rating on the Notes incorporates a one-notch override to the Ba3 Loss Given Default model-indicated rating to reflect the uncertain treatment of Unisys's large pension liabilities in bankruptcy. The B1 rating, which is one notch higher than the B2 CFR, reflects the collateral package, which benefits from a first lien on all domestic assets except for a junior position in the collateral backing the Revolver collateral, though it is structurally subordinated to the foreign pension liabilities with respect to foreign assets. The Notes and the Revolver benefit from the significant amount of unsecured non-debt obligations including US pension liabilities, which provide a cushion in a default scenario. The B3 rating on the Convertibles, which is one notch lower than the B2 CFR, reflects the absence of collateral and the large amount of secured debt, which is structural senior to the Convertibles. Unisys Corporation, based in Blue Bell, Pennsylvania, provides information technology (I/T) services and enterprise server hardware worldwide. Unisys competes against similar-sized peers as well as much larger I/T services and hardware vendors including IBM, Accenture, Hewlett Packard Enterprise, and a number of services providers located in India, including Infosys and Tata Consultancy Services. VELMO USA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Velmo USA, LLC 1807 Button Court La Grange, KY 40031 Business Description: Velmo USA, LLC is a global sourcing ISO 9001:2008 certified company serving a diverse range of industries including automotive, construction, chemical & food industries and more. The Company offers hot forged ring, castings, CNC machine parts, screw machine parts, steel tubes, sheet metal fabrications, metal stamping parts, and forgings. Chapter 11 Petition Date: August 6, 2019 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Case No.: 19-32515 Judge: Hon. Alan C. Stout Debtor's Counsel: Charity S. Bird, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street, 4th Floor Louisville, KY 40202 Tel: 502-540-8285 Fax: 502-540-8282 E-mail: cbird@kaplanjohnsonlaw.com - and - Tyler R. Yeager, Esq. KAPLAN JOHNSON ABATE & BIRD, LLP 710 W. Main St., 4th Floor Louisville, KY 40202 Tel: 502.416.1630 Fax: 502.540.8282 E-mail: tyeager@kaplanjohnsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by J. Bradley Law, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/kywb19-32315.pdf WEATHERFORD INT'L: Objects to Equity Committee Appointment Bid -------------------------------------------------------------- An Ad Hoc Committee of Equityholders composed of Silver Point Capital, L.P., on behalf of its affiliated funds, Latigo Partners, Apollo Global Management on behalf of managed funds, Diameter Master Fund LP, Paloma Partners Management Company, on behalf of managed funds, and Weiss Multi-Strategy Advisers, LLC, filed an emergency motion for an order appointing a statutory committee of equity security holders to represent the equity security holders in the Chapter 11 cases of Weatherford Internatioanl plc and its debtor affiliates. According to the Equityholders, a statutory Equity Committee is needed to conduct an investigation regarding the events leading to the restructuring support agreement and the treatment under the Plan, including the broad releases contemplated by the RSA and included in the Plan. The RSA (and the chapter 11 Plan that followed) generally provides for approximately (i) 94% of the New Common Stock to be distributed to the Noteholders, (ii) 5% of the New Common Stock to be set aside as part of a management incentive plan (the "MIP") as a reward for executives, and (iii) 1% of the New Common Stock to be distributed to existing Shareholders. The Noteholders will also receive Plan consideration comprised of $1.25 billion of Tranche B Exit Notes. Under the Plan, the Board gets comprehensive releases from the Debtors and the Noteholders. The CEO keeps his job (including his position on the Board), and the remaining members of the Board can (potentially) interview to keep their Board seats. The Equityholders pointed out that after confirmation of the Plan, the Company's management will stand to own up to 5% of the fully deleveraged Company, which would mean management will get 400% more recovery than the current Shareholders will receive. Debtors, Committee, Noteholders Object The Debtors and the official committee of unsecured creditors objected to the appointment bid. An committee of certain unaffiliated holders of notes issued under (a) the Indenture dated as of October 1, 2003, among Weatherford International Ltd., as issuer, and Deutsche Bank Trust Company Americas, as trustee and (b) the Indenture dated as of June 18, 2007, among Weatherford International, LLC, as issuer, Weatherford International Ltd., Weatherford International plc, and Deutsche Bank Trust Company Americas, as trustee, certain members of which are also Term Lenders under the Debtors' DIP Credit Agreement, joined in the Debtor's objection. The Debtors argued that the Motion does not even attempt to show a substantial likelihood that equity would be entitled to a distribution under the absolute priority rule. Indeed, the Debtors pointed out, it appears (from their absence in the Motion) that the Ad Hoc Equity Committee's own financial experts -- despite having received the Company's financials nearly two months ago and having submitted valuations of oil and gas companies in other cases -- could not support a valuation that would challenge the obvious: the Company's enterprise value is dwarfed by its debts. The Debtors further pointed out that as the Lazard Freeres & Co. valuation demonstrates, even considering only the $8.35 billion of prepetition funded debt as of the Petition Date (which is substantially less than all the liabilities that come before equity), the Debtors' funded debt obligations exceed the enterprise value by an amount between $1.05 billion and $3.05 billion, with a midpoint of $2.05 billion. There is only one valuation before the Court -- Lazard's -- and it shows that the Debtors are hopelessly insolvent (which is confirmed by the trading prices on the bonds), the Debtors said. The Creditors' Committee asserted that the Debtors' cases are not "rare and extraordinary cases" that would warrant an appointment of an official equity committee. The Creditors' Committee pointed out that the Ad Hoc Equity Group has not even attempted to demonstrate a substantial likelihood of solvency. Rather than put forth expert testimony from its financial advisor who has been engaged since June 2019, the Ad Hoc Equity Group relies solely on speculation and hypotheticals to "prove" solvency. The Ad Hoc Noteholder Committee asserted that the Debtors' plan valuation "does not merit any distribution" for equity holders and pointed out that the Debtors are insolvent and there is no possible recovery to which equity holders are entitled that is greater than the recovery already provided for in the Plan. Attorneys for the Ad Hoc Noteholder Committee and the Term Lenders under the DIP Facility: Marty L. Brimmage, Jr., Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2300 N. Field street, Suite 1800 Dallas, TX 75201-2481 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 Email: mbrimmage@akingump.com -- and -- Michael S. Stamer, Esq. Abid Qureshi, Esq. Meredith A. Lahaie, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park, 44th Floor New York, NY 10036-6745 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: mstamer@akingump.com aqureshi@akingump.com mlahaie@akingump.com -- and -- Kate Doorley, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2001 K street, N.W. Washington, DC 20006-1037 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 Email: kdoorley@akingump.com About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). Thbe Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. WEATHERFORD INT'L: Seeks to Hire A&M as Financial Advisor --------------------------------------------------------- Weatherford International plc seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Alvarez & Marsal North America, LLC as its financial advisor. The firm will provide these services to the company and its affiliates in connection with their Chapter 11 cases: (a) develop and manage a 13-week cash flow forecast; (b) assist in the preparation of reports and liaise with creditors; (c) evaluate the Debtors' current business plan; (d) assist the Debtors in tax matters related to net operating loss preservation and redomiciling of corporate headquarters; (e) assist in connection with obtaining approval of the Debtors' key employee compensation and benefit programs; (f) assist in the remediation of the Debtors' accounts payable invoicing processing and procedures; (g) assist in connection with the Debtors' fresh start accounting; and (h) report to the Debtors. The firm's hourly rates are: Restructuring Advisory ---------------------- Managing Directors $875 – $1,100 Directors $675 – $850 Analysts/Associates $400 – $650 Case Management --------------- Managing Directors $825 - $950 Directors $650 - $800 Analysts/Consultants $400 - $600 Alvarez & Marsal received $500,000 from the Debtors as a retainer in connection with its financial advisory work, and additional retainer fees totaling $2,318,208 prior to their bankruptcy filing. During the 90-day period prior to the petition date, the Debtors paid the firm retainers and payments totaling $15,081,133. R. Seth Bullock, managing director of Alvarez & Marsal, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Alvarez & Marsal can be reached through: R. Seth Bullock Alvarez & Marsal North America, LLC 700 Louisiana Street, Suite 3300 Houston, TX 77002 Tel: +1 713 571 2400 Fax: +1 713 547 3697 Email: seth.bullock@alvarezandmarsal.com About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). Thbe Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. WEATHERFORD INT'L: Seeks to Hire KPMG as Auditor ------------------------------------------------ Weatherford International plc seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire KPMG LLP. The firm will provide auditing services to the company and its affiliates. These services include an audit of their internal control over financial reporting as of Dec. 31, 2019, and a review of their consolidated balance sheets and related documents for which the firm will be paid a fixed fee of $7.25 million. Approximately $2.64 million of the fee was paid prior to the Debtors' bankruptcy filing. The remaining amount of the fee will be billed in six monthly installments of $660,000 and one installment of $650,000. If the audit involves procedures in connection with the Debtors' restructuring activities or emergence from bankruptcy, KPMG will perform such "out of scope" services and will be compensated based on hourly rates, the majority of which reflect a reduction of approximately 42 percent from the firm's normal and customary rates. The hourly rates for "out of scope services" are as follows: Discounted Professional Hourly Rate ------------ ----------- Audit: Partner $535 Senior Manager $450 Manager $395 Senior $350 Staff $250 Valuation: Partner $915 Manager $680 Staff $560 Aside from audit services, KPMG will also provide tax consulting services. The majority of fees to be charged for these services reflect a reduction of approximately 40 percent from the firm's normal and customary rates. The hourly rates for tax consulting services are as follows: Non-Specialist Bankruptcy Professional Discounted Rate Specialist Rate ------------ --------------- --------------- Partner/Managing Director $720 $825 Senior Manager/Director $645 $720 Manager $495 $630 Senior Tax Associate $370 $495 Tax Associate $275 $300 Paraprofessional $150 $240 Troy Johnston, a partner at KPMG, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. KPMG can be reached through: Troy D. Johnston KPMG LLP 811 Main Street, Suite 4500 Houston, TX 77002 Tel: +1 713 319 2000 Fax: +1 713 319 2041 About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). Thbe Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. WEATHERFORD INT'L: Taps Lazard Freres as Investment Banker ---------------------------------------------------------- Weatherford International plc seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Lazard Freres & Co. 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) evaluating the Debtors' potential debt capacity in light of their projected cash flows; (c) assisting in the determination of a capital structure for the Debtors; (d) assisting in the determination of a range of values for the Debtors on a going concern basis; (e) if agreed by the Debtors and Lazard, assisting the Debtors in identifying and evaluating candidates for any potential strategic transaction, advising the Debtors in connection with negotiations, and aiding in the consummation of any strategic transaction; (f) advising the Debtors, together with their counsel, on tactics and strategies for negotiating with stakeholders; (g) providing financial advice to the Debtors and participating in meetings or negotiations with the stakeholders or other appropriate parties in connection with any restructuring; (h) advising the Debtors on the timing, nature and terms of new securities, and other considerations or inducements to be offered pursuant to any restructuring; (i) assisting the Debtors in evaluating any potential financing transaction, contacting potential sources of capital, and assisting the Debtors in implementing such financing; (j) assisting the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any restructuring; (k) attending meetings of the Debtors' Board of Directors; (l) providing testimony; and (m) providing the Debtors with other financial restructuring advice. Lazard and the Debtors have agreed to the following terms of compensation: (a) A monthly fee of $125,000, payable on the first day of each month following execution of the engagement letter until the expiration or termination of Lazard's employment. One hundred percent of the monthly fees paid will be credited (without duplication) against the "post-filing restructuring fee." (b) A "pre-filing restructuring fee" of $15,875,000, payable upon execution of the engagement letter. (c) A post-filing restructuring fee of $15,875,000 payable upon consummation of the restructuring. (d) If, whether in connection with the consummation of a restructuring or otherwise, the Debtors consummates any strategic transaction, an additional fee payable upon consummation of such transaction in an amount within the range of fees customarily paid to investment bankers of similar standing for transactions of similar magnitude and complexity, the exact amount within that range to be determined by the parties to the engagement letter. (e) An additional fee equal to 0.50 percent of the greater of the aggregate gross proceeds or the aggregate principal amount of the "debtor-in-possession financing." The DIP financing fee will be calculated based upon all committed amounts and will be payable in full upon the funding of any amounts in connection with such financing. Any DIP financing fee paid will be credited (without duplication) against the post-filing restructuring fee subsequently payable. (f) More than one fee may be payable. Lazard's total fees under the engagement letter should not exceed $31,750,000. (g) Lazard will receive reimbursement for work-related expenses incurred in an amount not to exceed $200,000 or a greater amount, subject to approval by the Debtors. Lazard is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andrew Yearley Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Phone: +1 212 632 6000 About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). Thbe Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. WEBSTER PLACE: Unsecured Creditors to Get Full Payment in Cash -------------------------------------------------------------- Webster Place Athletic Club LLC filed a Chapter 11 plan and accompanying disclosure statement proposing that allowed Claims of general unsecured creditors, which are unimpaired, and which are estimated to total $35,029, will be paid in full in Cash on the Effective Date or as soon as practicable thereafter. Class 3 Claims consist of the Allowed Claims of Weiner Investment, LLC, are impaired. Class 3 Claims are estimated to total $528,611.11. Class 3 Claims are voluntarily subordinated to other Allowed Claims and shall be paid in full in Cash in such amounts and over a period of time mutually agreed to by the Debtor and Weiner. Payments to creditors pursuant to the Plan will be made from existing Cash deposits and Cash resources, from funds realized from continued business operations, from Potential Borrowings from the Lender Clubs or from the Ramco Litigation Recoveries. A full-text copy of the Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y63rhrho from PacerMonitor.com at no charge. The Debtor's counsel are David K. Welch, Esq., Aaron H. Stanton, Esq., and Brian P. Welch, Esq., at Burke, Warren, MacKay & Serritella, P.C., in Chicago, Illinois. About Webster Place Athletic Club Webster Place Athletic Club LLC owns and operates an upscale athletic club and physical fitness facility located at 1455 West Webster Avenue, Stores 4 and 5, Chicago. Webster Place Athletic Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30466) on Oct. 30, 2018. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Jack B. Schmetterer is the case judge. Burke, Warren, MacKay & Serritella, P.C., is the Debtor's legal counsel. WESTCHESTER NEUROLOGICAL: Taps Kirby Aisner as New Counsel ---------------------------------------------------------- Westchester Neurological Consultant, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kirby Aisner & Curley LLP as its new legal counsel. The Debtor was previously represented by Penachio Malara LLP. On July 9, the firm entered into a stipulation of substitution of counsel with the Debtor and Kirby Aisner. The hourly rates for Kirby Aisner attorneys range from $425 to $525. Paraprofessionals charge $150 per hour. The firm received a retainer in the amount of $12,500 from the Debtor's principal Dr. Emad Soliman. Dawn Kirby, Esq., at Kirby Aisner, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dawn Kirby, Esq. Kirby Aisner & Curley LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Phone: (914) 401-9500/(914) 401-9501 Email: dkirby@kacllp.com About Westchester Neurological Consultant Westchester Neurological Consultant, PC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-22508) on March 31, 2017. The Debtor's assets and liabilities are both less than $1 million. The case is assigned to Judge Robert D. Drain. Kirby Aisner & Curley LLP is the Debtor's counsel. WESTERN COMMS: Selling Oregon Newspapers Property for $2.3M ----------------------------------------------------------- Western Communications, Inc. asks the U.S. Bankruptcy Court for the District of Oregon to authorize the sale of all the personal property being used or held by the Debtor in the operation of its newspaper businesses located in Bend, Oregon ("The Bulletin") and in Redmond, Oregon ("Redmond Spokesman"), to Rhode Island Suburban Newspapers, Inc. for $2.25 million, subject to overbid. The Debtor has employed Dirks, Van Essen, Murray & April ("DVMA") as its sales agent. All liens on the property in excess of $2.25 million, of which the Debtor believes a total of an amount to be determined by the Court need not be paid as secured claims (because the lien is invalid, avoidable, etc., the lienholder consents to less than full payment, or part or all of the underlying debt is not allowable). The closing will occur after entry of sale order on such date as mutually agreed by the Buyer and the Seller. The parties desire a closing after entry of sale order on such date as mutually agreed by them. It is in the best interest of the Debtor and the estate to close the sale as soon as possible. The amount the Secured creditor(s) will seek as reimbursement for fees and costs is still unknown. The amount of the total cost is still unknown as well. All net proceeds will be utilized to pay valid liens, fees, costs, and taxes; sales proceeds to be retained by the Debtor and distributed pursuant to further Court order. All tax consequences that have been considered and it presently appears the sale will result in $0 net proceeds to the estate after payment of valid liens, fees, costs and taxes. Competing bids must be submitted to the movant no later than July 15, 2019, and must exceed the Buyer's offer by at least $100,000, and be on the same or more favorable terms to the estate. The Debtor incurred significant costs and expenses in the preservation and disposition of the property and the estate is entitled to recover such costs and expenses to pay administrative and priority expenses. The following information relates to lienholders: Sandton Credit Solution Master Fund III, LP, c/o Brad T. Summers, Counsel for Sandton, Lane Powell PC, 1420 Fifth, Avenue, Suite 4100, Seattle, WA 98101, holds a lien on the property in excess of $2.25 mllion. The Lien will attach to sales proceeds. The sale proceeds will be disbursed pursuant to further Court order. A hearing on the Motion is set for July 29, 2019 at 1:30 p.m. Objections, if any, must be filed within 21 days of the Notice. About Western Communications Western Communications, Inc., is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. It previously sought bankruptcy protection (Bank. D. Ore. Case No. 11-37319) on Aug. 23, 2011. Western Communications again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. 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 Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WILBER'S BARBECUE: Sept. 17 Plan Confirmation Hearing ----------------------------------------------------- The Bankruptcy Court has issued an order conditionally approving the disclosure statement explaining Wilber's Barbecue & Restaurant, Inc.'s Chapter 11 plan and scheduled the hearing to consider confirmation of the Plan for Sept. 17, 2019 at 02:00 PM. Last day to oppose final approval of the disclosure statement and confirmation of the Plan is Sept. 12. Ballots are due by Sept. 12. The Plan proposes to pay creditors will be paid from the Net Sales Proceeds generated from the Asset Purchase following the Closing Date and any amounts or proceeds generated from any Excluded Assets. General Unsecured Claims, classified in Class 9, with claims totaling $80,278, will be paid the present value of that Unsecured Claim, in full, or at least the value of Debtor's net disposable income over the greater of: (i) five (5) years; or (ii) the time period during which the Plan provides for payments. Class 3: Unsecured Priority Wage Claims are impaired with a total claim of $12,467.90. Class 4: Unsecured Priority Tax Claims impaired with a total claim of $52,655.37. Although, and even following the opening of the US 70 Bypass, the Debtor's gross revenues from food sales were positive, and it retained numerous of its loyal customer base, its revenues were not sufficient to cover all of its expenses, including the amounts that were required to be paid to both non-governmental and governmental creditors, such as NCDOR and INTERNAL REVENUE SERVICE. Class 5: N.C. Department of Revenue Secured Tax Lien are impaired with a total claim of $71,527.75. Class 6: Branch Banking & Trust Company are impaired with a total claim of $142,215.56. A security interest in certain equipment, accessions thereto, personal property, including proceeds and products thereof, pursuant to a Security Agreement, which was perfected by the filing of a UCC-1 Financing Statement with the North Carolina Secretary of State on July 24, 2014; and North Carolina Deed of Trust and Security Agreement recorded in Book 3212, Page 727 of the Wayne County Registry, which granted a lien and encumbrance in favor of BB&T upon the two (2) separate tracts of real property, referred to herein as, the Restaurant Real Property, and the Non-Restaurant Real Property, which are both located in New Hope Township, Wayne County and owned by the Debtor's principal and sole shareholder, Mr. Shirley. Class 7: US Foods, Inc. are impaired with a total claim of $12,329.35. As set forth in the Plan, the Debtor proposes to treat the Claim of US Foods, arising from the US Foods Invoices, as a General Unsecured Claim in the amount of $12,329.35, and receive a pro-rata distribution to which it would be entitled and the Debtor is not providing for treatment US Foods shall not be entitled to a Secured Claim, in any amount (including the sum of $2,435.58 asserted in the US Foods POC), by virtue of the statutory trust benefits arising under PACA. A full-text copy of the Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/y2ykvt24 from PacerMonitor.com at no charge. Counsel for the Debtor: Joseph Zachary Frost, Esq. STUBBS & PERDUE 9208 Falls of Neuse Road, Suite 201 Raleigh, North Carolina 27615 Telephone: (919) 870-6258 Telefax: (919) 870-6259 Email: jfrost@stubbsperdue.com Wilber's Barbecue & Restaurant, Inc., filed a voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 19-01237) on March 18, 2019, and is represented by Joseph Zachary Frost, Esq., and Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. ********* 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. 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