/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190814.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 14, 2019, Vol. 23, No. 225 Headlines 3-D INNOVATIVE: Seeks to Hire Eason Law Firm as Legal Counsel 999 BRUSH CREEK: Voluntary Chapter 11 Case Summary ABQ POST ACUTE: Case Summary & 20 Largest Unsecured Creditors ACHAOGEN INC: SVD's Auction Sale of De Minimus Assets Approved ALL FAMILY FINANCE: Involuntary Chapter 11 Case Summary AMERICAN HOME: $8M Sale of All Assets to Louver Approved ANCESTRY.COM HOLDINGS: S&P Alters Outlook to Stable, Affirms B ICR AVEUM INVESTMENTS: U.S. Trustee Unable to Appoint Committee BARNEYS NEW YORK: August 15 Meeting Set to Form Creditors' Panel BASIC ENERGY: Moody's Lowers CFR to Caa1, Outlook Stable BCAUSE MINING: Unsecured Creditors to Get 100% Over 25 Months CACTUS CIRCLE: Sept. 23 Plan Confirmation Hearing CAMPUS EDGE: Unsecured Creditors to Get $400K Under Plan CARTHAGE SPECIALTY: Sept. 23 Plan Confirmation Hearing CLAIMS RECOVERY: Seeks Court Approval to Hire Broker CM ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable COALINGA REGIONAL: Proposes $2.5M Unsecured Creditors Fund CREATIVE LEARNING: Sept. 5 Plan Confirmation Hearing CUMBERLAND BEHAVIOR: Case Summary & 20 Largest Unsecured Creditors DIAMOND MOLD: Voluntary Chapter 11 Case Summary DIEBOLD NIXDORF: S&P Alters Outlook to Stable, Affirms 'B-' ICR DIGITAL COMMUNICATION: Unsecureds to Get $7,500 Per Year for 5 Yrs DON FRAME: Sept. 11 Plan Confirmation Hearing E-TICKET PERFORMANCE: Hires Carman Law as Legal Counsel ELAS LLC: Lender Objects to Disclosure Statement EST GROUP: Sept. 12 Plan Confirmation Hearing EXTENDED STAY: S&P Alters Outlook to Stable, Affirms 'BB-' ICR FRANK INVESTMENTS: Aug. 26 Auction of Ventnor Property Set FRANK THEATRES: $85K Sale of Bowling Equipment Approved FRONTIER COMMUNICATIONS: Moody's Cuts CFR to Caa2, Outlook Neg. GARY REED ENTERPRISES: Sept. 12 Plan Confirmation Hearing GATOR HOLDCO: S&P Raises Second-Lien Term Loan Rating to CCC+ GLEN HOPE HARBOR: S&P Cuts Revenue Bond Rating to 'CCC' GLYECO INC: Delays Form 10-Q Due to Lack of Resources HALCON RESOURCES: Sept. 12 Combined Plan, Disclosures Hearing HARVARD GROUP: BWF Trust Objects to Disclosure Statement HENDRIX SCHENCK: $200K Sale of Brooklyn Property to Goldman Denied HOLLYWOOD ONE: $12.5K/Acre Sale of Paving Parcel to GVP Approved HORIZON GLOBAL: Incurs $8.1 Million Net Loss in Second Quarter HOTEL CUPIDO: Seeks to Hire Carlos Quintana as Accountant HOUT FENCING: Proposed Public Auction of Machinery & Equipment OK'd INTERLOGIC OUTSOURCING: Files for Chapter 11 After CEO Fraud INTERLOGIC OUTSOURCING: KeyBank Sues Then Provides Financing IPIC ENTERTAINMENT: Taps Stretto as Claims Agent J. BRITO TRANS: Seeks to Hire Steven D. Pertuz as Legal Counsel JERRY BATTEH: Niermann Buying Jacksonville Property for $35K JETSTREAM AVIATION: Unsecureds to Get 20% of Interests Under Plan K & B DIRECTIONAL: Unsecureds to Get 60 Monthly Payments of $3,500 KHRL GROUP: Trustee Taps Harney Management as Business Consultant KHRL GROUP: Trustee Taps SSG Advisors as Investment Banker LAKOTA INC: To Assume Lease With PFK Under Plan LAMB WESTON: S&P Raises ICR to BB+ on Sustained Leverage Reduction LASALLE GROUP: UST Makes Clarification Over Committee Appointment LGO TRANSPORT: Seeks to Hire Eric Ollason as Counsel LICK INDUSTRIES: Seeks to Hire Osipov Bigelman as Legal Counsel LOLLI & POPS: Files for Bankruptcy After Being Locked Out of Stores LOOT CRATE: Finalizing Sale Terms with Large Collectibles Seller LUMEE LLC: Committee Seeks to Hire Stoel Rives as Legal Counsel LUX INTOWN: U.S. Trustee Unable to Appoint Committee MARTIN J. SMITH: $183.5K Sale of Decatur Property to Holland Okayed MIKE & HENRY: Court Approves Disclosures, Confirms Plan MINESEN COMPANY: Hires Snell & Wilmer as Special Counsel MISHTI HOLDINGS: Case Summary & 30 Largest Unsecured Creditors MITE LLC: Amends Means of Funding Plan Payments MMM DIVERSIFIED: Oct. 8 Plan Confirmation Hearing MONTE IDILIO: Hires Carlos Quintana Santiago as Accountant MRS. G'S LOUNGE: Seeks to Hire Scura Wigfield as Counsel NELSON-WADE MANAGEMENT: Seeks to Hire Rountree & Leitman as Counsel NOVA CHEMICALS: S&P Affirms 'BB+' ICR; Outlook Stable NYMD GREEN: Seeks to Hire Berger Fischoff as Attorney OKLAHOMA MERGE: Case Summary & 15 Unsecured Creditors ORCHARD HILLS: Hires Fletcher & Company as Appraiser PAINTSVILLE INVESTORS: Aug. 15 Plan Confirmation Hearing PAYLESS HOLDINGS: $35K Sale of Sacramento Property to Duong Okayed PAYLESS HOLDINGS: Committee Taps Back Bay Management as Consultant PROVIDENT OKLAHOMA: S&P Cuts 2017 Bond Ratings to 'CC' From 'BB' QUAD/GRAPHICS INC: S&P Affirms 'BB-' ICR; Outlook Negative QUANTUM TRANSPORTATION: Hires SVN Imperial as Real Estate Broker R.R. DONNELLEY: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg. ROBUST LLC: Seeks to Hire Carmody MacDonald as Counsel SANCHEZ ENERGY: Moody's Lowers CFR to Ca, Outlook Negative SEARS HOLDINGS: Indenture Trustee Objects to Confirmation of Plan SELECTA BIOSCIENCES: Incurs $16.4 Million Net Loss in 2nd Quarter SEPCO CORP: U.S. Trustee Objects to Disclosure Statement SLIDEBELTS INC: Voluntary Chapter 11 Case Summary SODAKCO LLC: Seeks to Hire Keech Law Firm as Attorney SS&C TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'BB' ICR STEELFUSION CLINICAL: Hires Cohen & Grigsby as Special Counsel SURREAL PROPERTIES: Unsecureds to Get 70% Under Liquidation Plan SYMANTEC CORP: S&P Places 'BB+' Issuer Credit Rating on Watch Neg. TECNICENTROS MUNDIAL: Unsecureds to Get 6% from $100K Carve-out TENET HEALTHCARE: Moody's Rates New 2026/2027 1st Lien Notes 'Ba3' ULTIMATE BRANDS: Seeks to Hire Jordan River as Financial Advisor VEGAS199.COM LLC: Hires NORELF Financial as Accountant WHITEWATER/EVERGREEN: Files Chapter 11 Plan of Liquidation ********* 3-D INNOVATIVE: Seeks to Hire Eason Law Firm as Legal Counsel ------------------------------------------------------------- 3-D Innovative Properties LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire The Eason Law Firm as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The hourly rates for the firm's attorneys range from $285 to $360. Legal assistants charge $140 per hour. Rodney Eason, Esq., at The Eason Law Firm, disclosed in court filings that he and other members of the firm neither hold nor represent any interest adverse to the Debtor's estate. The Eason Law Firm can be reached through: Rodney L. Eason, Esq. The Eason Law Firm 6150 Old National Highway, Suite 200 College Park, GA 30349-4367 Tel: 770-909-7200 Fax: 770-909-0644 Email: reason@easonlawfirm.com About 3-D Innovative Properties 3-D Innovative Properties, LLC classifies its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a property located at 4650 Stone Mountain Highway, Lilburn, Ga., having an appraised value of $3.5 million. 3-D Innovative Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-61946) on Aug. 1, 2019. At the time of the filing, the Debtor disclosed $4,003,497 in assets and $3,511,942 in liabilities. The Eason Law Firm is the Debtor's counsel. 999 BRUSH CREEK: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 999 Brush Creek Road, LLC P.O. Box 8388 Aspen, CO 81612 Business Description: 999 Brush Creek Road LLC is a privately held company engaged in activities related to real estate. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-16888 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: John D. LaSalle, Esq. JOHN D. LASALLE 166 Juniper Trail Carbonale, CO 81623 Tel: 970-925-6633 970-379-3379 E-mail: lasalle@sopris.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter C. Droste, managing member. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob19-16888.pdf ABQ POST ACUTE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: ABQ Post Acute, LLC a New Mexico Limited Liability Company PO Box 186 Rexburg, ID 83440 Business Description: ABQ Post Acute owns and operates a skilled nursing home facility in Albuquerque, New Mexico. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 19-11865 Judge: Hon. David T. Thuma Debtor's Counsel: Don F. Harris, Esq. NM FINANCIAL LAW, P.C. 320 Gold Avenue SW, Suite 1401 Albuquerque, NM 87102 Tel: 505-503-1637 E-mail: nmfl@nmfinanciallaw.com Total Assets: $4,108,423 Total Liabilities: $1,528,367 The petition was signed by Ryan Rasmussen, authorized 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/nmb19-11865.pdf ACHAOGEN INC: SVD's Auction Sale of De Minimus Assets Approved -------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware (i) approved Achaogen, Inc.'s Exclusive Auction Agreement with Silicon Valley Disposition, Inc. ("SVD") and SVD's compensation, with respect to the sale of certain of the Debtor's property currently located at its corporate headquarters; and (ii) authorized the sale and liquidation of such assets free and clear of all liens, claims and encumbrances through SVD. The Debtor will not be required to file a separate motion or ask court approval for any sale or other disposition of an Asset, or a group of Assets, which are authorized to be sold pursuant to the terms set forth in the Auction Agreement, or to pay SVD in accordance with the Auction Agreement. At the conclusion of the process, SVD will prepare, and the Debtor will file a report with the Court that identifies each Asset sold pursuant to the terms set forth in the Auction Agreement, the price paid for each Asset, and the buyer's premium earned by SVD with respect to each transaction. For the avoidance of doubt, the Final Report need only describe the information contained in the Order, and SVD will not be required to file interim reports or to keep time records of hours spent performing the services set forth in the Auction Agreement. The Debtor is authorized, directly or through SVD, to abandon any of the Assets pursuant to section 554(a) of the Bankruptcy Code, without further need for a hearing or Court order. The Debtor is authorized to retain and employ SVD as its agent with respect to the sale of the Assets on the terms and conditions set forth in the Motion and the Auction Agreement. SVD will be compensated for its services and reimbursed for any related expenses pursuant to the Auction Agreement and any other applicable orders or procedures of the Court. SVD will not be subject to any compensation procedures established for professionals in the Chapter 11 Case. It is authorized to receive compensation and expenses in accordance with the terms of the Auction Agreement when the compensation and expenses are earned or come due and without the necessity of filing an interim application for compensation with the Court and without further order of the Court. The indemnification provisions set forth in the Auction Agreement are approved, subject to the following: a. Subject to the provisions of the subparagraphs below, the Debtor is authorized to indemnify, and will indemnify, SVD for any claims arising from, related to, or in connection with the services to be provided by SVD as speciﬁed in the Auction Agreement, but not for any claim arising from, related to, or in connection with SVD post-petition performance of any other services other than those in connection with the Auction Agreement, unless such post-petition services and indemnification therefor are approved by the Court. b. The Debtor will have no obligation to indemnify SVD for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen from SVD's bad faith, gross negligence or willful misconduct, (ii) settled prior to a judicial determination as to SVD's bad faith, gross negligence or willful misconduct, but determined by the Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which SVD is not entitled to receive indemnity under the terms of the Motion. c. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this Chapter 11 Case, SVD believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification obligations under the Motion, including, without limitation, the advancement of defense costs, SVD must file an application in the Court, and the Debtor may not pay any such amounts to SVD before the entry of an order by the Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court will have jurisdiction over any request for fees and expenses by SVD for indemnification, and not as a provision limiting the duration of the Debtor's obligation to indemnify SVD. d. Any limitation of liability or limitation on any amounts to be contributed by the parties to the Auction Agreement under the terms of the Auction Agreement will be eliminated. SVD will pay for and/or repair any and all loss and damage to any portion of the property located at 1 Tower Place, South San Francisco, California 94080 ("Premises"), and all improvements thereon, and any injury to and/or death of any persons whatsoever, solely caused from the access to and activities upon the Premises by SVD and/or SVD's employees, agents, vendors or contractors, and will keep the Premises free and clear of all mechanics' and materialmen's liens and claims for labor and/or materials arising out of any activity upon the Premises by SVD or its Agents. SVD will defend indemnify and hold AP3-SF2 CT South, LLC ("Landlord"), and its members, managers, officers, directors, and employees free and harmless against all claims, liens, losses, damages, injuries or death, and against all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and all reasonable costs of enforcement of the indemnity) of whatever kind or nature, to the extent arising from any activity upon the Premises by SVD or its Agents; provided, that the foregoing indemniﬁcation and payment obligations will not apply to (i) any pre-existing condition at the Premises or (ii) ordinary wear and tear caused by SVD or its Agents during the reasonable removal of the Assets in accordance with industry standards. Prior to entering the Premises, SVD will provide the Landlord with evidence of insurance in form, substance and amount as may be reasonably required by the Landlord in connection with SVD's entry into, and removal from, the Premises of the Assets with liability limits not to exceed $3 million, and SVD will maintain such insurance at its own cost until the Assets have been removed from the Premises and will add Landlord as an additional insured under such insurance policies. The Debtor will comply with the applicable provisions of the lease for the Premises, applicable laws and regulations related to the removal of the Assets from the Premises. For the avoidance of doubt, the Assets do not include any of the Included Furniture or Optional Furniture referenced and deﬁned in Section 18 of the Debtor's sublease to Sana Biotechnology, Inc. dated Oct. 25, 2018, and the Debtor is not selling or transferring the same pursuant to the Auction Agreement or the Order. To the extent that the Debtor proposes to sell or abandon any property (including by auction) that may contain software, computer programs, or firmware licensed from Oracle America, Inc. or its affiliates, the Debtor or its third-party agent will remove the Software from such items of property before such sale or abandonment and (i) return the Software to Oracle; or (ii) destroy such Software, and the Debtor is authorized to use and compensate a third-party technology company to effectuate such removal and/or destruction. Notwithstanding anything to the contrary contained in the Order, the Order will have no effect on Oracle's rights to the Software. Other than information contained on the Debtor's computers that contains intellectual property of Crystal Bioscience, which if any, will be deleted pursuant to Section 2 of the Auction Agreement, nothing in the Order authorizes the Debtor to transfer to any party any intellectual property of Crystal Bioscience, if any, in the Debtor's possession. The first sentence of Section 2 of the Auction Agreement will be revised to read as follows: (a) In exchange for $5,200, Auctioneer will arrange to move the Assets and store them in a nearby warehouse facility (the "sale facility") and erase all computer hard drives which are part of the Assets, all as set forth on that certain invoice dated July 8, 2019; provided, however, if the number of computer hard drives exceeds 150, then any additional hard drives over 150 will be wiped at an additional cost of $8.00 per hard drive. Debtor will pay to Auctioneer such additional amounts, if any, upon demand by Auctioneer. A copy of the Auction Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Achaogen_Inc_422_Order.pdf About Achaogen Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91.61 million and liabilities of $119.96 million as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors in the Debtor's case on April 23, 2019. ALL FAMILY FINANCE: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: All Family Finance, LLC 35 Beaver Street Marietta, GA 30060 Business Description: All Family Finance, LLC is a private finance company that provides loans for automobiles. Involuntary Chapter 11 Petition Date: August 9, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 19-62597 Petitioners' Counsel: G. Frank Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. Suite N313 1117 Perimeter Center West Atlanta, GA 30338-5456 Tel: (404) 262-7373 Fax: (770) 804-9561 Email: fnason@lcenlaw.com Alleged creditors who signed the involuntary petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Alice Gipson and Jeff Hurd Note $394,511 231 Riverside Drive, Unit 201 Holly Hill, FL 32117 Patricia Brown Note $299,269 220 Sunny Point Lane Altoona, FL 32702 Gerald S. Langston, Jr. Note $152,188 16 Misners Trail Ormond Beach, FL 32174 Ellen and David Lemburg Note $122,686 80 Miles Pond Road North Sandwich, NH 03259 Kurt Corbett Note $206,462 957 SE 10th Court Pompano Beach, FL 33060 A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/ganb19-62597.pdf AMERICAN HOME: $8M Sale of All Assets to Louver Approved -------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized American Home Products, LLC's sale of substantially all assets to The Louver Shop Holdings, LLC for $8 million credit bid. The Sale Hearing was held on Aug. 2, 2019. The sale is free and clear of all obligations, liabilities and Encumbrances of every kind or nature, other than the Assumed Seller Liabilities. Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and subject to and conditioned upon the closing of the Sale, the Debtor's assumption and assignment to the Purchaser, and the Purchaser's assumption on the terms set forth in the Asset Purchase Agreement, of the Designated Contracts is approved. There are no brokers involved in consummating the Sale and no brokers' commissions are due. Within two business days of entry of the Order, the Debtor will serve a copy of the Order upon all parties shown on the Limited Service List as filed with Court. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, or 9014, or otherwise, the provisions of the Order will be immediately effective and enforceable upon its entry. The Excluded Assets will include, in addition to such assets as are scheduled on Schedule 1.1(a) of the Asset Purchase Agreement, the amount of $20,000 in cash which will be held in the attorney trust account of the Debtor's counsel. The Reserve may be used to supplement the funds otherwise available for the Debtor's administration after the closing of the Sale. Upon entry of an order provided for the dismissal or conversion of the Case, or confirmation of a chapter 11 plan for the Debtor, any amounts then remaining in the Reserve will be remitted to the Purchaser. About American Home Products American Home Products LLC -- https://www.louvershop.com/ -- is the holding company for The Louver Shop. It provides custom interior plantation shutters, exterior shutters, and window treatments. American Home Products, based in Gainesville, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-21054) on May 29, 2019. In the petition signed by Gregory Bangs, CFO, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. James R. Sacca oversees the case. Sean D. Malloy, Esq., at McDonald Hopkins LLC, serves as bankruptcy counsel to the Debtor. Kelley & Clements LLC, serves as co-counsel. Wayne Tanner of Aurora Management Partners, Inc., as CRO. ANCESTRY.COM HOLDINGS: S&P Alters Outlook to Stable, Affirms B ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Ancestry.com Holdings LLC (Ancestry) to stable from positive because of the increase in leverage and the slowdown in revenue growth, which combined will increase leverage to 7.4x in 2019 from 5.7x in 2018. S&P affirmed its 'B' issuer credit rating on Ancestry because it expects the company will continue to generate healthy levels of annual free operating cash flow (FOCF) in excess of $150 million. At the same time, the rating agency assigned a 'B' issue-level rating and '3' recovery rating to the company's new $1.2 billion term loan. The rating agency expects leverage will increase to about 7.4x pro forma for the transaction but that FOCF generation will remain healthy at 7%-8% of debt over the next 12 months. The proposed amendment to its credit agreement includes an excess cash flow sweep beginning in 2020 that will contribute to the pace of de-leveraging, and improve FOCF generation as its interest burden declines. However, S&P expects leverage will remain above 6x through 2021 unless EBITDA growth accelerates. Even if the company is able to reduce leverage substantially over the next few years, S&P expects that future debt-financed shareholder rewarding activities are likely, mainly due to the company's financial sponsor ownership, and the risk of re-leveraging is high. The stable outlook reflects S&P's expectation that Ancestry will generate healthy FOCF to debt between 7% and 8% over the next 12 months, despite a slowdown in revenue and elevated leverage. It expects Ancestry's revenue growth will slow to 2%-4% and subscription revenue growth will outpace DNA growth over the next 12 months with leverage between 7.0x and 7.4x. "We could lower the rating over the next year if we expect the company's revenue growth will continue to face pressure and turn negative and its adjusted EBITDA margin contract well below the 20% area, leading to sustained FOCF to debt below 5%." This could result from stagnation in the core subscriber business because of increasing competition, market saturation, or a disruption in its DNA business," S&P said. Although unlikely, an upgrade could occur if the company broadens its scale of operations and commits to a less aggressive financial policy. This would likely include the company returning to double-digit-percentage total revenue growth and an expectation that contribution from subscription revenues will decrease to roughly half of the total. An upgrade would also require consistent FOCF to debt of over 10% and a commitment that any future re-leveraging activity will be limited with leverage sustained below 6x, according to S&P. AVEUM INVESTMENTS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Aveum Investments, LLC as of Aug. 12, according to a court docket. About Aveum Investments Aveum Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60303) on July 1, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Evan M. Altman, Esq., represents the Debtor as bankruptcy attorney. BARNEYS NEW YORK: August 15 Meeting Set to Form Creditors' Panel ---------------------------------------------------------------- William K. Harrington, Acting United States Trustee for Region 2, will hold an organizational meeting on August 15, 2019, at 10:00 a.m. in the bankruptcy case of Barneys New York, Inc., et al. The meeting will be held at: The Lotte New York Palace Hotel Spellman Ballroom 455 Madison Avenue New York, New York 10022 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About 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. BASIC ENERGY: Moody's Lowers CFR to Caa1, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded Basic Energy Services, Inc. Corporate Family Rating to Caa1, Probability of Default Rating to Caa1-PD, and senior secured 2023 notes to Caa2. Moody's also downgraded Speculative Grade Liquidity rating to SGL-3 from SGL-2. The outlook is stable. "The downgrade of Basic's ratings to Caa1 reflects slow recovery in the business amid a decelerating market outlook, that weexpect will keep financial leverage high", commented Elena Nadtotchi, Moody's Senior Credit Officer. "The company's cash balances support its liquidity position, while Basic is cutting costs and reduces investment in 2019." Downgrades: Issuer: Basic Energy Services, Inc. Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured Notes, Downgraded to Caa2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: Basic Energy Services, Inc. Outlook, Remains Stable RATINGS RATIONALE Basic's Caa1 CFR reflects the company's small scale with expected 2019 EBITDA of around $62 million and the company's high reliance on recovery in volumes across all of its businesses to grow cash flow and deleverage its balance sheet. Moody's notes that the company is able to maintain solid margins across all its businesses in weaker market conditions, while volumes remain flat or declining in 2019. While Basic aims to reduce its finance lease liabilities, Moody's projects that the company's leverage will remain high with debt/EBITDA close to 6x in 2019 and weak interest coverage with EBITDA/Interest around 1.5x. Moody's views current capital structure as not sustainable in the absence of a solid recovery in activity in the oil services sector that enables the company to reduce debt to levels that can be managed through the inherent cyclicality of the business. Basic's stable rating outlook reflects the company's existing cash balances that should allow it to continue fund its activities over the next 12 months, factoring in Moody's expectations that the company will remain FCF negative in 2019. The ratings could be downgraded if Basic's operational performance deteriorates further leading to weaker interest coverage of debt, with EBITDA/interest approaching 1x and its liquidity position weakening. The ratings may be upgraded amid a steady improvement in operations, with growing EBITDA and improving industry environment leading to EBITDA/Interest above 2x and a stronger liquidity position. The $300 million senior secured notes due 2023 are rated Caa2, one notch below the CFR, due to the sizable revolver and despite the notes first lien on all fixed assets of the borrower and guarantors. The $150 million ABL facility has a first lien priority on the relatively more liquid ABL collateral, including accounts receivable, deposit accounts and cash. While the capital structure is largely unchanged, the higher probability of default captured in the Caa1-PD increased the expected loss on the secured notes to a level that resulted in the notes rating being one notch below the Caa1 CFR, as opposed to no notching at the prior B3 CFR and B3-PD PDR. Basic has an adequate liquidity profile, as reflected in its SGL-3 rating. Moody's expects Basic to generate negative free cash flow in 2019, however Basic will be able to fund its planned reduced capital expenditures with cash balances and borrowings under the ABL facility, if necessary. The ABL facility has a springing covenant that will require the company to maintain a fixed charge coverage ratio of above 1x when excess availability is less than the greater of (i) 12.5% of the maximum borrowing amount and (ii) $18,750,000. Moody's does not expect the utilization of the credit facility to be high enough to make this covenant operational in the next twelve months. The company's assets are fully encumbered by the secured notes and the ABL facility, limiting the ability to raise cash through asset sales. Fort Worth, TX based Basic Energy Services provides well site services to oil and natural gas producing companies in the United States. Basic's services include completion and remedial services, fluid services, well servicing and water logistics. BCAUSE MINING: Unsecured Creditors to Get 100% Over 25 Months ------------------------------------------------------------- BCause Mining, LLC, and BCause LLC, propose a Combined Plan of Reorganization and Disclosure Statement proposing that General Unsecured Claims of both estates, totaling in excess of $10 million are impaired, and will get 100% distribution, either: (i) over 25 months in the event of the Spot Exchange launch; or (ii) over 48 months if the Spot Exchange does not launch. A Spot Exchange is akin to a money conversion facility in an airport. In the case of BCause Secured, it is an online facility where people can convey national currencies to crypto currency and cryptocurrency of one form to another, and from cryptocurrency back to national currency. The successful launch of the Spot Exchange would entail having buyers and sellers performing transactions on the BCause Secure Exchange with the expectation that the value of these transactions would increase over time. Throughout the case, the Debtors have highlighted their desire to launch the so called "Spot Exchange." In order to launch the Spot Exchange, the Debtor has needed to raise capital, which is further magnified by the assumption of the NASDAQ debt. To that end, the Debtors have raised approximately $400 000 from investors to this point. Further investments will soon follow. Launch of the Spot Exchange or abandonment of the Spot Exchange launch will result in an additional monthly cost reduction of approximately $80,000, consisting of labor and other expenses. Class 1: Secured Claim of WESCO are impaired. To be paid the indubitable equivalent of its secured claim, if any, at the interest rate of 3-1/2% over prime within one (1) year of the Effective Date. Class 3: Unsecured (or administrative) Claim of BMG for loans and damages are impaired. 100% distribution, as allowed, subject to Mining's counterclaims. Class 4: Unsecured deficiency claim of WESCO, if any are impaired. Will be paid 100%, either (i) over 25 months in the event of the Spot Exchange launch; or (ii) over 48 months if the Spot Exchange does not launch. Class 5: Priority wage claimants. Will be paid 100% of their allowed claims on the Effective Date. The Debtors believe the majority of the allowed wage claims are invalid. Class 6: Membership interests in both Debtors. With respect to dilution of BCause LLC members as a result of investment, members will retain their interests. All of the investors for launch of the Spot Exchange are current members of BCause LLC. The Debtors will be the disbursing agent charged with making the payments required under the Plan to the holders of Allowed Claims and Interests. Upon Confirmation of the Plan, the Debtors shall be revested with their assets, subject only to the terms and conditions of the Plan. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y5qlxljt from PacerMonitor.com at no charge. Debtors' counsel: Scott R. Clar, Esq. Crane, Simon, Clar & Dan 135 S. LaSalle Street, Suite 3705 Chicago, Illinois 60603 312-641-6777 About BCause Mining Based in Chicago, Illinoi, BCause Mining LLC, and Bcause LLC -- http://www.bcause.com-- builder of full-stack cryptocurrency ecosystem, filed a voluntary Chapter 11 Petition (Bankr. N.D. Ill. Case No. 19-10562) on April 11, 2019. The case is assigned to Hon. Janet S. Baer. The Debtor's counsel are Scott R. Clar, Esq., and Jeffrey C. Dan, Esq., at Crane, Simon, Clar & Dan, in Chicago, Illinois. At the time of filing, the Debtor's estimated assets and liabilities are $1 million to $10 million. The petition was signed by Ann M. Cresce, corporate secretary and general counsel. CACTUS CIRCLE: Sept. 23 Plan Confirmation Hearing ------------------------------------------------- The Amended Disclosure Statement explaining the Amended Chapter 11 Plan of Cactus Circle Investments LLC is approved. A hearing on the confirmation of the Plan will be held on September 23, 2019, at 10:00 o’clock a.m., in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, Courtroom No. 3, 5th Floor, 615 E. Houston Street, San Antonio, Texas 78205. Objections to confirmation of the Plan must be filed and served on or before September 13, 2019. About Cactus Circle Investments Cactus Circle Investments LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-53054) on Dec. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Craig A. Gargotta. Willis & Wilkins, LLP, is the Debtor's counsel. CAMPUS EDGE: Unsecured Creditors to Get $400K Under Plan -------------------------------------------------------- Campus Edge Condominium Association, Inc., filed a Chapter 11 plan and accompanying Disclosure Statement proposing that General Unsecured Claims in excess of $5,000 shall receive a pro-rata distribution on account of their Allowed Claims in accordance with the following schedule: (i) $100,000 on the Initial Distribution Date; and (ii) 6 annual payments of $50,000 on each successive anniversary of the Initial Distribution Date. Class 5. Convenience Claims are impaired. Convenience Claims will receive the same percentage distribution as Class 4 General Unsecured Claims, to be paid in one lump sum, without interest, attorney fees or penalties, on the Initial Distribution Date. Class 6. Equity Interests. The rights of the members of the Association shall remain unaltered. There will be no distributions to members of the Association under the Plan. The Plan will be funded by the continued collection of assessments from the condominium unit owners, and from the proceeds of any Cause of Action pursued by the Debtor, and from the use of the reserves previously set aside for renovation and repair of the complex. A full-text copy of the Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y29skl36 from PacerMonitor.com at no charge. Attorney for the Debtor: Richard R. Thames, Esq. THAMES MARKEY & HEEKIN, P.A. 50 North Laura Street, Suite 1600 Jacksonville, Florida 32202 (904) 358-4000 (904) 358-4001 (Facsimile) Email: rrt@tmhlaw.net About Campus Edge Condominium Association Campus Edge Condominium Association, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-10011) on January 14, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Karen K. Specie. Thames Markey & Heekin, P.A. is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Campus Edge Condominium Association, Inc., as of Feb. 28, according to a court docket. CARTHAGE SPECIALTY: Sept. 23 Plan Confirmation Hearing ------------------------------------------------------ The Disclosure Statement explaining the Chapter 11 Plan of Carthage Specialty Paperboard, Inc., is approved. The hearing on confirmation of the plan is set for 11:00a.m. o'clock on September 23, 2019, at the U.S. Bankruptcy Court, 100 South Clinton Street, 2nd Floor, Syracuse, NY. September 16, 2019 is fixed as the last day for filing written acceptances or rejections of the Plan. Written objections to confirmation of the plan must be filed and served no later than seven (7) days prior to the hearing on confirmation. Prior to the Disclosure Statement hearing, the Debtor filed an amended Chapter 11 plan and accompanying disclosure statement proposing that General Unsecured Claims will receive Pro Rata to or for the benefit of Holders of Allowed Class 4 Claims, the ratable portion of the Net Proceeds of the Assets to be transferred into the General Unsecured Claims Fund. Class 3 KeyBank Claims are impaired. In full satisfaction, settlement and release of, and in exchange for all Allowed KeyBank Claims which have not been paid or satisfied by prior Bankruptcy Court order, distribute to the Holder of the Allowed KeyBank Claim all Net Proceeds of the Assets transferred into the KeyBank Residual Claims Fund. Class 5 Equity Interests are impaired. The Class 5 Equity Interests will be cancelled and the Holders of such Interests shall not receive or retain any property or distribution on account of such Class 5 Interests. On the Effective Date or as soon as practicable thereafter, after the payment of all Allowed Claims which are payable on the Effective Date in accordance with the terms of the Plan, the Reorganized Debtor shall: (a) fund the Administrative/Priority Claims Reserve (i) in an amount sufficient to pay all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims and Miscellaneous Secured Claims which have been Filed or otherwise asserted prior to any applicable Bar Date and which have not been Disallowed plus (ii) such additional amount as in the Responsible Person's business judgment may be necessary to pay any additional Administrative Claims that may have been incurred by the Debtor and which are not, as of the Effective Date, subject to a Bar Date which has expired; (b) fund the Reorganized Debtor Reserve in an amount sufficient in the Responsible Person’s business judgment to pay the estimated amount of the Reorganized Debtor Expenses and the estimated amount of the Responsible Person Compensation; (c) deposit $730,000 into the General Unsecured Claims Fund; and (d) deposit all remaining Cash in the Reorganized Debtors’ possession into the KeyBank Residual Claims Fund. A full-text copy of the Amended Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y2welezk from PacerMonitor.com at no charge. Attorneys for the Debtor: Stephen A. Donato, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, New York 13202 Tel: (315) 218-8000 Fax: (315) 218-8100 About Carthage Specialty Paperboard Carthage Specialty Paperboard, Inc. -- http://www.carthagespbd.com/ -- is a paperboard manufacturer in Carthage, New York, serving a diverse range of markets from pulp-substitute specialty paperboard to industrial grade chipboards. Carthage Specialty Paperboard and its affiliate Carthage Acquisition, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-30226) on Feb. 28, 2018. In the petitions signed by Donald Schnackel, vice president of finance, Carthage Specialty estimated assets and liabilities of $10 million to $50 million; and Carthage Acquisition estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Debtors tapped Bond, Schoeneck & King, PLLC as their legal counsel, and Bradley Woods & Co. Ltd., as their financial advisor and investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee is represented by Lowenstein Sandler LLP. CLAIMS RECOVERY: Seeks Court Approval to Hire Broker ---------------------------------------------------- Claims Recovery Associates LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Jason Tuvia as broker, effective July 18. The Debtor requires Mr. Tuvia to: a. advertise the Debtor's real property at 3124 Rowena Ave., Los Angeles, Calif.; b. show the property to interested parties; c. represent the estate as seller in connection with the sale of the property; and d. represent the estate with respect to obtaining the highest and best offers available in the present market for the property. Upon sale of the property, the broker will receive a commission in an amount equal to 4 percent of the negotiated gross sale price. Mr. Tuvia assures the court that he is disinterested within the meaning of Bankruptcy Code Section 101(14). The broker can be reached through: Jason Tuvia 16830 Ventura Boulevard, Suite 100 Encino, CA 91436 Tel: (818) 212-2700 Fax: (818) 212-2710 About Claims Recovery Associates Claims Recovery Associates LLC, a company based in South Pasadena, Calif., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-17545) on June 28, 2019. In the petition signed by Temidayo Akinyemi, authorized agent, the Debtor disclosed $3,125,000 in assets and $2,514,525 in liabilities. The Hon. Sandra R. Klein oversees the case. Julie Villalobos, Esq., at Oak Tree Law, serves as the Debtor's bankruptcy counsel. CM ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned to CM Acquisition Co. a B3 Corporate Family Rating and B3-PD Probability of Default Rating. At the same time, Moody's assigned a Caa1 rating to Crossmark's $75 million senior secured term loan due 2023. The rating outlook is stable. The ratings are being assigned following the successful completion of a restructuring of CROSSMARK Holdings, Inc.'s debt. As a part of the restructuring, all of the assets of Prior Borrower, including all of its equity interests in its subsidiaries, were transferred into Crossmark. At the same time, Prior Borrower's $420 million first lien term loan was rolled into the new $75 million term loan with the remainder being converted into equity of the ultimate parent company of Crossmark. The existing $90 million second lien term loan was converted entirely into five year warrants which entitle the holders to receive 7.5% of the diluted equity of the ultimate parent company of Crossmark. Moody's views the conversion of Prior Borrower's first and second lien term loans into equity and warrants as a default. As such, Moody's is also downgrading Prior Borrower's Probability of Default Rating to D-PD. Subsequent to this rating action all of CROSSMARK Holdings, Inc.'s ratings will be withdrawn. As a part of the restructuring, Crossmark also entered into a $75 million asset based revolving credit facility (unrated) and a $23 million letter of credit facility (unrated). Upon closing of the restructuring, Crossmark borrowed $45 million under the revolving credit facility to repay a $30 million bridge facility and the fees and expenses related to the restructuring. The following ratings were assigned to CM Acquisition Co.: Assignments: Issuer: CM Acquisition Co. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Term Loan, Assigned Caa1 (LGD4) The following rating was downgraded and will be withdrawn: Downgrades: Issuer: CROSSMARK Holdings, Inc. Probability of Default Rating, Downgraded to D-PD from C-PD /LD The following ratings remain unchanged and will be withdrawn: Issuer: CROSSMARK Holdings, Inc. Corporate Family Rating at Ca Senior Secured 1st Lien Term Loan at Ca (LGD4) Senior Secured 2nd Lien Term Loan at C (LGD6) Outlook Actions: Issuer: CM Acquisition Co. Outlook, Assigned Stable Issuer: CROSSMARK Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Crossmark's B3 CFR acknowledges the relatively low level of funded debt and corresponding reduction in interest expense following the debt to equity conversion. The restructuring results in a 76% reduction in funded debt. Pro forma for the restructuring Moody's adjusted debt/EBITDA will be a moderate 4.3x and pro forma EBITA/interest expense will be 1.5x, for the twelve months ended March 31, 2019. The CFR also reflects the expectation for a return to moderate revenue growth in 2019. The ramp up of one very sizable new contract with a large scale national retailer along with other contract wins will more than offset an expected revenue decline in certain of Crossmark's international operations. Looking forward Moody's forecasts that debt/EBITDA will fall below 3.0x in 2020. The rating is supported by Crossmark's good liquidity consisting of about $20 million of cash, a return to positive free cash flow of $15 - $20 million in 2020 following a reduction in interest expense of over $25 million, and availability under its $75 million asset based revolving credit facility. The rating is constrained by the ongoing highly competitive industry environment of the sales and marketing industry and the industry's exposure to the evolving retail and consumer products industries, which Moody's expects will result in at best a stagnation in overall industry revenue. The rating is also constrained by Crossmark's high concentration with one retailer expected to represent roughly 20% of revenue. The stable outlook reflects Moody's expectation that Crossmark's revenue and EBITDA are both set to improve in 2019 and 2020 given the new business wins, and that Crossmark will maintain good liquidity following the sizable reduction in interest expense from the restructuring. Ratings could be upgraded should Crossmark demonstrate over several years consistent revenue and EBITDA growth in excess what is expected from the ramp of the new very sizable contract win while maintaining good liquidity, moderate leverage and healthy interest coverage. Ratings could be downgraded should revenue continue to decline, should Crossmark be unable to sustain adjusted EBITDA (excluding leases) of at least $30 million or should liquidity erode. The $75 million term loan contains minimum liquidity and fixed charge coverage thresholds. It also contains other covenant protections to the benefit of creditors. The term loan does not allow for incremental facility capacity or the automatic release of the subsidiaries who guarantee the term loan should that subsidiary cease to be wholly owned. Any release of a guarantor is subject to lender approval. The term loan also contains restrictions on distributing a partial ownership stake in its subsidiaries (outside a general restricted payments basket initially set at $10 million). The term loan does not provide for unrestricted subsidiaries and there are no step downs in the 100% net asset sale prepayment requirements. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Plano, TX, CM Acquisition Co. is a sales and marketing services company in the consumer goods industry that provides services to consumer products companies, manufacturers and retailers. The company operates three business segments, Sales Agency, Marketing Services and International. The Sales Agency includes the management of headquartered sales activities, category and space management, and retail services such as routine store coverage and project work. Marketing services includes in-store product demonstrations and sampling, experiential marketing and data collection. The company is owned by its former lender group. For the twelve months ended March 31, 2019, revenues were below $725 million. COALINGA REGIONAL: Proposes $2.5M Unsecured Creditors Fund ---------------------------------------------------------- Coalinga Regional Medical Center filed a plan of adjustment and accompanying disclosure statement proposing the creation of a plan fund for the distribution of a stream of payments to general unsecured creditors, classified in Class 3, over 10 years. The Plan Fund to be distributed on a pro rata basis to Class 3 creditors will be $250,000 per year for 10 consecutive years beginning in 2020 and continuing through 2029, for a total distribution of $2,500,000. Payments will be made semi-annually on a pro rata basis. Distributions to Class 3 will be made semi-annually commencing with an initial distribution beginning July 1, 2020. The estimated Class 3 claims to be ultimately allowed ranges from $4,500,000 on the low end to $5,500,000 on the high end but could be greater or less, according to the Disclosure Statement. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y3a4hb2a from PacerMonitor.com at no charge. The hearing to consider the adequacy of the Disclosure Statement will be held on Sept. 12, 2019 at 09:30 a.m. About Coalinga Regional Medical Center Established in 1938, Coalinga Regional Medical Center -- http://coalingamedicalcenter.com/-- provides these health care services to the community: acute care, emergency department, licensed laboratory, physical therapy, radiology department, respiratory therapy, skilled nursing facility, D.O.T. exams and industrial medicine. Coalinga Regional Medical Center sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-13677) on Sept. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The Debtor tapped Riley C. Walter, Esq., at Walter Wilhelm Law Group as its legal counsel. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on Nov. 27, 2018. The Debtor contends that the appointment of the Creditors' Committee was not lawful and the Committee should be disbanded. The Debtor filed a motion to disband and is scheduled for hearing in September 2019. CREATIVE LEARNING: Sept. 5 Plan Confirmation Hearing ---------------------------------------------------- The Bankruptcy Court has issued an order conditionally approving the amended disclosure explaining the amended Chapter 11 plan of Creative Learning Systems, LLC, and scheduled the hearing to consider final approval of the Amended Disclosure Statement and confirmation of the Amended Plan for Sept. 5, 2019 at 10:00 AM. Class 2-Allowed Secured Claims are impaired. The Allowed Secured Claim of FC Marketplace shall be paid in Cash over a period of five years in equal monthly payments commencing on the Effective Date, at the annual interest rate of ten percent (10%). Based on FC Marketplace's claim amount, Debtor will pay $1,485.37 per month (principal and interest) for the next 60 months beginning on the Effective Date, until the Claim is paid in full. Class 3-Unsecured Claim of EK Triangle LLC are impaired. EK Triangle, Debtor and Vladimir Breyter (limited guarantor) have agreed that $0 will be paid on this claim based on EK Triangle and Debtor entering the New Lease on the Effective Date. Class 4-Unsecured Claims are impaired. Allowed Class 4 Claims shall be paid 2.3% in Cash over a five-year period in equal monthly installments due on the first of each month. On the Effective Date the Debtor will issue new equity interests in the Reorganized Debtor in exchange for a contribution to be made by BFT II, LLC anticipated to be at least $100,000. BFT II, LLC will, on the Effective Date, contribute Cash sufficient to pay (1) Allowed Administrative Expenses, (2) the amounts necessary to make the initial payments to the Allowed Unsecured Claims as set forth above and in the Plan, and (3) in its discretion funds necessary for the operation of the Debtor’s day care facility for the near future. A full-text copy of the Second Amended Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y66dxyr4 from PacerMonitor.com at no charge. Counsel for the Debtor: H. Bruce Bronson, Esq. BRONSON LAW OFFFICES, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 (914) 269-2530 888-908-6906 (fax) hbbronson@bronsonlaw.net About Creative Learning Systems Creative Learning Systems, LLC, which conducts business under the name The Goddard School, has used the most current, academically endorsed methods to ensure that children from six weeks to six years old have fun while learning the skills they need for long-term success in school and in life. Creative Learning Systems filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-23814) on Nov. 26, 2018, estimating under $1 million in both assets and liabilities. The case has been assigned to Judge Robert D. Drain. The Law Office of Rick S. Cowle, P.C., led by principal Rick S. Cowle, is the Debtor's counsel. CUMBERLAND BEHAVIOR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Cumberland Behavior Group LLC 650 N. Main Street, Suite 222 Somerset, KY 42501 Business Description: Cumberland Behavior Group LLC is an individual and family services provider in Somerset, Kentucky. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court Eastern District of Kentucky (London) Case No.: 19-61027 Judge: Hon. Gregory R. Schaaf Debtor's Counsel: Jamie L. Harris, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper Street Lexington, KY 40507 Tel: (859) 231-5800 E-mail: jharris@dlgfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ace R. Jones, II, 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/kyeb19-61027.pdf DIAMOND MOLD: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Diamond Mold, Inc. 4065 South 300 West Salt Lake City, UT 84107 Business Description: Diamond Mold, Inc. -- http://www.marinovholding.co-- is a precision machining company founded in 1978. Focused on injection mold making, the Company's expertise has expanded to include high-end machining applications, engineering design and product development. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Case No.: 19-25874 Judge: Hon. Joel T. Marker Debtor's Counsel: Theodore Floyd Stokes, Esq. STOKES LAW PLLC 2072 North Main Suite 102 North Logan, UT 84341 Tel: 435-213-4771 Fax: 888-443-1529 Email: ted@stokeslawpllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ralf Michael, president. 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/utb19-25874.pdf DIEBOLD NIXDORF: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed all of its ratings on global ATM, point-of-sale, and self-checkout terminal assembler and distributor Diebold Nixdorf Inc., including its 'B-' issuer credit rating. S&P also affirmed its 'B-' issue rating ('3' recovery rating; rounded estimate: 60%) on the senior secured debt and its 'CCC+' issue rating ('5' recovery rating; rounded estimate: 15%) on the senior unsecured debt. The rating actions follow the company's completion of its amend-and-extend transaction on its term loan A and revolving credit facility, extending debt maturities to 2022 from 2020. S&P expects the company's progress on its DN Now cost-reduction program and debt maturity runway to improve its liquidity position and reduce leverage in 2019 and 2020. The outlook revision to stable reflects S&P's expectation for better liquidity going forward and strengthening credit metrics as the company continues executing on its DN Now initiative. S&P believes Diebold Nixdorf has made good progress with cost reductions and has improved prospects; the rating agency expects the company to generate positive FOCF of $10 million-$15 million in 2019. In addition, the company addressed its debt maturity wall by extending substantially all of its December 2020 debt maturities to April 2022, which gives it flexibility to execute on its DN Now business improvement plan. S&P believes the company's liquidity is materially better than it was during 2018, with it having $273 million of unrestricted cash at the end of the second quarter 2019 and going into the seasonally stronger second half of the year. Despite the immediate $88 million revolver commitment reduction after this month's debt transaction and the expiration of $69 million in December 2020, S&P believes the company will have stronger internally generated cash flows going forward such that reliance on its revolver will be limited. The stable outlook reflects the company's DN Now progress that has led to business and financial improvements which S&P expects to continue. The rating agency expects the company to generate at least $10 million of free operating cash flow in 2019 and to maintain sufficient liquidity. It expects leverage will remain elevated in the high-7x area through the end of 2019 as the company incurs costs to achieve future savings, but to approach 6x or below over the next 12 months. "We could lower the ratings on the company if operating performance is weaker than expected such that we expect leverage to remain elevated after 2019. This could be the result of weaker than expected ATM demand, or higher than expected restructuring costs. Also sustained breakeven or negative free operating cash flows that would threaten the company's ability to refinance its 2022 debt maturities could lead to a downgrade," S&P said. "We could raise our rating if the company achieves and sustains its identified cost savings and operational improvements such that leverage diminishes to below 6.5x on a sustained basis with reported FOCF to debt above 5%," the rating agency said. DIGITAL COMMUNICATION: Unsecureds to Get $7,500 Per Year for 5 Yrs ------------------------------------------------------------------ Digital Communication Solutions, LLC, filed a Combined Plan of Reorganization and Disclosure Statement proposing that holders of Allowed Unsecured Claims, which are impaired, will receive a pro rata distribution incident to its allowed general unsecured claim based on one payment each year by the Debtor of $7,500 for five years. The first payment to holders of Allowed Unsecured Claims will be due on or before December 31, 2019. These payments will continue to be made on the same date each year until the earlier occurs of (i) the respective Claim is paid in full or (ii) December 31, 2024. Class I secured claim of Paragon Financial Group, Inc. are impaired. Paragon will not be paid in full upon confirmation of the plan as required by the Post-Petition Chapter 11 Bankruptcy Rider, nor has Paragon consented in writing, to other treatment. Rather, Paragon's allowed secured claim shall be paid from the Debtor's future operations and purchased accounts by Paragon receiving a factoring fee in the amount of 1.99% for the first thirty (30) days from the date an advance is made. Class III claim of Citizens Bank N.A. are impaired. Beginning on the first full month after the Effective Date, the Debtor shall pay Citizens in equal monthly installments of $71.87, with such payments due on the twelfth (12th) day of each month. Class IV claim of Santander Consumer USA Inc., an Illinois corporation d/b/a Chrysler Capital are impaired. Beginning on the first full month after the Effective Date, the Debtor shall pay Chrysler in equal monthly installments of $391.27, with such payments due on the twenty-eighth (28th) day of each month. Class V claim of Chrysler are impaired. Chrysler is a partially secured first lien holder of 2018 Dodge TR Promaster CI. Beginning on the first full month after the Effective Date, the Debtor shall pay Chrysler in equal monthly installments of $391.27, with such payments due on the twenty-eighth (28th) day of each month. Class VI: claim of Chrysler. Chrysler is a partially secured first lien holder of 2018 Dodge TR Promaster CI. Beginning on the first full month after the Effective Date, the Debtor shall pay Chrysler in equal monthly installments of $391.27, with such payments due on the twenty-eighth (28th) day of each month. Class VII claim of Ally Bank are impaired. Ally is a partially secured first lien holder of a 2014 Ram Cargo Van. Beginning on the first full month after the Effective Date, the Debtor shall pay Ally in equal monthly installments of $73.67, with such payments due on the second (2nd) day of each month. Class VIII: claim of Ally are impaired. Ally is a partially secured first lien holder of a 2014 Ram Cargo Van. Beginning on the first full month after the Effective Date, the Debtor shall pay Ally in equal monthly installments of $73.67, with such payments due on the second (2nd) day of each month. Class IX: secured claim of Atlas Acquisitions LLC are impaired. The secured claim of Atlas shall be "crammed" down to the sum of zero and 00/100 ($0.00) dollars as no equity exists in the subject property to secure Atlas’ claim. Class X secured claim of Platinum Rapid Funding Group, Inc. are impaired. The secured claim of Platinum shall be "crammed" down to the sum of zero and 00/100 ($0.00) dollars, as no equity exists in the subject property to secure Platinum’s claim. Class XI secured claims of Navitas Credit Corp., Navitas, Financial Pacific Leasing, Inc., Bryn Mawr Equipment Finance, Inc., Freestar, Ditch Witch Financial Services, Northpointe Equipment Finance, and Stearns Bank N. A. are impaired. This Class shall receive no payment. Shall be treated as a general unsecured claim pursuant to Class XII. Class XIII Interests of the equity security holders in the Debtor are impaired. the Interests of the Debtor shall be sold at the Equity Auction as set forth in Section 4.1 of this Plan. The successful purchaser at the Equity Auction shall be bound by the terms of this Plan and shall be required to use all of the proceeds of the Equity Auction to satisfy the Allowed Claims set forth in this Plan in the order of their priority, and all payments shall be subject to the terms of, and payments shall be made in accordance with, the Plan. In the event that Class XII fails to accept this Plan, and the Court determines that, as a result of such rejection, the Plan but for Section 3.12.1(B) does not comply with the absolute priority rule, the Debtor shall sell all of its Interests at an auction consistent with the provisions of this Plan. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y4gppkzd from PacerMonitor.com at no charge. Counsel for the Debtor: ERNEST M. HASSAN, III ELLIOT G. CROWDER Stevenson & Bullock, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Phone: (248) 354-7906 About Digital Communication Solutions Headquartered in Michigan, Digital Communication Solutions, LLC -- http://www.technologiesbydcs.com/-- is a full service company offering technology products for both residential and commercial applications in the cable industry, home theaters, media centers, security cameras, networks, phone systems, and construction services. Digital Communication Solutions, LLC, based in Walled Lake, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-45385) on April 9, 2019. In the petition signed by Kent Culp, member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Thomas J. Tucker oversees the case. Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C., serves as bankruptcy counsel. DON FRAME: Sept. 11 Plan Confirmation Hearing --------------------------------------------- The first amended disclosure statement explaining the first amended Chapter 11 plan filed by Don Frame Trucking, Inc., is approved. A hearing on confirmation of the plan will be held on September 11, 2019 at 2:00 P.M., in Robert H. Jackson United States Courthouse, 2 Niagara Square 5th Floor Wyoming Courtroom, Buffalo, NY 14202. September 6, 2019 is fixed as the last day for filing and serving written objections to confirmation of the plan. About Don Frame Trucking Don Frame Trucking, Inc., is a trucking company in Fredonia, New York, specializing in the transport of dry bulk commodities, construction and hazardous materials. Don Frame Trucking filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 18-11147) on June 13, 2018. In the petition signed by John D. Frame, vice president/treasurer, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Carl L. Bucki oversees the case. Gross Shuman P.C., led by Robert J. Feldman, serves as bankruptcy counsel to the Debtor. Woods Oviatt Gilman LLP, is special counsel. E-TICKET PERFORMANCE: Hires Carman Law as Legal Counsel ------------------------------------------------------- E-Ticket Performance Boats, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Carman Law Firm as its legal counsel. The Debtor requires the assistance of counsel to deal with creditors, file motions, and pursue confirmation of a plan of reorganization. Andre Carman, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $295. Paralegals charge $135 per hour. Carman Law Firm neither holds nor represents any interest adverse to the Debtor's estate and is a "disinterested person" under Section 327(a) of the Bankruptcy Code, according to the court filings. The firm can be reached at: Andre Carman, Esq. Carman Law Firm 246 South Cortez Street Prescott, AZ 86303 Tel: 928.445.8056 Fax: 928.445.8046 Email: acarman@carmanlf.com About E-Ticket Performance Boats Based in Lake Havasu City, Ariz., E-Ticket Performance Boats is a private company categorized under boat dealers. E-Ticket Performance Boats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-09621) on August 1, 2019. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Andre Carman, Esq., at Carman Law Firm, represents the Debtor as counsel. The case is assigned to Judge Paul Sala. ELAS LLC: Lender Objects to Disclosure Statement ------------------------------------------------ Ajax Mortgage Loan Trust 2019-A, Mortgage-backed Securities, Series 2019-A, by U.S. Bank National Association, as indenture trustee, its successors and/or assignees in interest ("Lender"), object to the Disclosure Statement in Support of Plan of Reorganization of ELAS, LLC, dba Calnopoly, LLC. The Lender asserts that the Debtor fails to provide any detail as to why it anticipates this increase other than a statement in the DS which provides that "It has ascertained tenants' interest in renting vacant units... " It is now August 8, 2019, a week after the anticipated rent increases would have presumably gone into effect, but there is no evidence of increased rents. The Lender points out that the Debtor has not made any payments since this bankruptcy was filed. According to the Lender, while the Debtor does list $967 in projected escrow expense in its Exh. F to the DS, it is not clear as to whether this amount will be paid to Lender or if Debtor is proposing to pay the taxes and insurance on its own. In the Plan, the Debtors intend to make the payments required under the Plan from Available Cash that the Debtor projects to total $9,027 on the Effective Date. The Debtor estimates that projected monthly disposable income available to creditors for the five-year period following confirmation will be $108. The Debtor's projected rental income received for W. Vernon Avenue is anticipated to increase by $3,500 beginning on August 1, 2019. The Debtor's projected rental income received for Presidio Drive is anticipated to increase by $1,200 beginning on August 1, 2019. The Debtor has ascertained tenants' interest in renting the vacant units and is finalizing the rental agreements. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yy4vdx26 from PacerMonitor.com at no charge. Attorneys for Lender: JOSHUA L. SCHEER, Esq. REILLY D. WILKINSON, Esq. SCHEER LAW GROUP, LLP 155 N. Redwood Drive, Suite 100 San Rafael, CA 94903 Telephone: (415) 491-8900 Facsimile: (415) 491-8910 Email: rwilkinson@scheerlawgroup.com About Elas LLC Elas, LLC, owns 100% interest in two real estate properties located in Los Angeles, California having a total current value of $1.98 million. Elas, LLC, doing business as Calnopoly, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12494) on Oct. 8, 2018. The petition was signed by Latrice Allen, managing member. The case is assigned to Judge Victoria S. Kaufman. The Debtor is represented by Anthony Obehi Egbase, Esq. of A.O.E Law & Associates, APC. At the time of filing, the Debtor had $1,986,300 in total assets and $1,026,878 in estimated liabilities. EST GROUP: Sept. 12 Plan Confirmation Hearing ----------------------------------------------- The Disclosure Statement explaining the first amended Chapter 11 plan of EST Group, LLC, is approved. The Confirmation Hearing is set on September 12, 2019 at 3:00 P.M. in the Courtroom of the Honorable Mark X. Mullin, on the First Floor of the United States Bankruptcy Court located at 501 W. 10th Street, Fort Worth, TX 76102. Objections to confirmation of the Plan, if any must be filed and served no later than 11:59 P.M., on September 6, 2019. If the Debtor chooses to respond in writing to any objection, such response must be filed and served no later than 11 P.M. on September 10, 2019. About EST Group EST Group, LLC -- https://www.est-grp.com/ -- is an IT solutions company that provides integration and consulting services tailored around automating, managing, and securing an organization's IT environment. EST Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-45031) on Dec. 26, 2018. In the petition signed by Timothy B. Spires, president, the Debtor estimated $1 million to $10 million of assets and the same range of liabilities. The case is assigned to Judge Mark X. Mullin. Whitaker Chalk Swindle & Schwartz, PLLC, led by Robert A. Simon, is the Debtor's counsel. EXTENDED STAY: S&P Alters Outlook to Stable, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S. hotel company Extended Stay America Inc. to stable from positive and affirmed all of its ratings on the company, including the 'BB-' issuer credit rating. The outlook revision reflects Extended Stay's revised policy of maintaining leverage between 3.5x and 4.0x and S&P's expectation that the company may potentially increase its leverage above the rating agency's 4.0x upgrade threshold on a temporary basis for share repurchases this year. S&P also revised its base-case forecast to reflect flat to slightly negative comparable hotel RevPAR in 2019 and increased costs from elevated property taxes, property insurance, and labor. S&P believes these factors will cause the company's EBITDA to be lower than the rating agency had previously anticipated. Additionally, S&P expects management to undertake significant share repurchases and elevated capex, which will cause Extended Stay's adjusted leverage to increase to the 4x area in 2019. The stable outlook on Extended Stay reflects its revised policy of maintaining leverage between 3.5x and 4.0x and S&P's expectation that it may potentially increase its leverage above the rating agency's 4.0x upgrade threshold on a temporary basis for share repurchases this year. The stable outlook also reflects the limited downside for the rating over the near term because of the significant anticipated cushion in S&P's base-case leverage forecast through 2020 relative to its 5.0x downgrade threshold. "Although unlikely given our current forecast and the company's revised financial policy, we could consider lowering our rating on Extended Stay by one notch if its operating performance is significantly worse than we expect and we believe that it will be unable to sustain adjusted debt to EBITDA of less than 5x and a funds from operations (FFO)-to-debt ratio of more than 12%," S&P said. "We could raise our rating on Extended Stay by one notch to 'BB' if we believe that it will sustain adjusted debt to EBITDA of comfortably below 4x and FFO to debt of more than 20% over the volatile lodging cycle," the rating agency said. FRANK INVESTMENTS: Aug. 26 Auction of Ventnor Property Set ---------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Frank Investments, Inc.'s sale of the real property located at 5207 and 5213 Ventnor Avenue, Ventnor, New Jersey to Stone Harbor Theatre, LLC for $350,000, subject to overbid. A hearing on the Motion was held on Aug. 8, 2019. The deadline for all parties to complete due diligence regarding the Lease is Aug. 21, 2019. Due diligence will be coordinated through the Broker for the Debtor, Fred Meyer, NAI Mertz, 21 Roland Avenue, Mount Laurel, New Jersey 08054, Telephone (856) 802-6515, Facsimile No. (856) 234-4957, fred.meyer@naimertz.com. A person may be qualified to participate in the auction for the Lease if by the bid deadline of Aug. 21, 2019, the following are provided: a. A deposit of $75,000 payable by bank cashier's check or wire transfer into the non-interest bearing escrow account of Shraiberg, Landau & Page, P.A. along with the SSN or EIN of the bidding person or entity; b. An executed contract for purchase of the Lease that must not contain any contingencies to the validity, effectiveness and/or binding nature of the offer, including without limitation, contingencies for financing, due diligence or inspection; c. The amount the person is willing to pay for the Lease, which will be paid in cash at closing but in no circumstances can be less than $100,000; and d. Reasonable financial information from which the Debtor can assess the wherewithal of the bidder to close on the Sale in the event that the bidder is the Successful Bidder, and, additionally, the wherewithal of the bidder to perform under the Lease in the future. Such financial information should be sufficient to permit the Landlord to evaluate whether adequate assurance of future performance under 11 U.S.C. Section 365(b)(1)(a) and (c) has been provided. The Qualifying Bid Packet must be delivered with the items described no later than 5:00 p.m. (EST) on Aug. 21, 2019 to: a. Patrick Dorsey, Esq., Shraiberg, Landau & Page, P.A., Counsel for the Debtor, 2385 NW Executive Center Dr., Suite 300, Boca Raton, Florida 33431, Telephone (561) 443-0800, Facsimile No. (561) 998-0047; b. Fred Meyer, NAI Mertz, 21 Roland Avenue, Mount Laurel, New Jersey 08054, Telephone (856) 802-6515, Facsimile No. (856) 234-4957; c. Heather Ries, Esq., Fox Rothschild LLP, Counsel for The Bancorp Bank, 777 S. Flagler Drive, Suite 1700 West Tower, West Palm Beach, FL 33401, Telephone (561) 804-4419, Facsimile No. (561) 835-9602; and d. Joshua Dobin, Esq., Meland Russin Budwick, Counsel for the Landlord, 200 S. Biscayne Blvd., No. 3200, Miami, FL 33131, Telephone (305) 358-6363, Facsimile No. (305) 358-1221. The bidder's Qualifying Bid Packet must include the bidder's address, and telephone and facsimile numbers where the bidder may be contacted. Prior to the Auction, the Debtor, in consultation with Bancorp and the Landlord, will evaluate each Qualifying Bid Packet submitted and may then identify a person, persons, entity or entities from among those who submitted a Qualifying Bid Packet and deem those person(s) "Qualified Bidders" as well as their offer(s) to purchase the Lease "Qualified Bids." By participating in the Auction, each Qualified Bidder consents to its bid being designated as a back-up bid. A Qualified Bid will be valued based upon, among other things, the following factors: (a) the purported amount of the Qualified Bid, including any benefit to the Debtor's bankruptcy estate from any assumption of liabilities of the Debtor; (b) the ability to close the proposed sale transaction without delay and within the timeframes contemplated by the Order; (c) the ability to perform under the Lease; and (d) any other factors the Debtor may deem relevant. The Debtor will file and serve upon all interested parties entitled to receive notice, including the holders of Qualified Bids, fully executed copies of the Qualified Bids to be considered at the Auction no later than Aug. 23, 2019. The Debtor will notify all Qualified Bidders, no later than 5:00 p.m. (EST) on Aug. 23, 2019 that they may participate in the Auction. Except as otherwise stated herein, each Deposit will be maintained in a non-interest bearing account and subject to the jurisdiction of this Court. Within five business days from the entry of an order approving the Sale, the Debtor will return all Deposits to all Qualified Bidders except the person who submitted the Successful Bid (or the Back0up Bid), whose Deposit will be applied by the Debtor against the purchase price at the closing. In the event that the Successful Bidder closes the Sale, the Debtor will return the Back-Up Bidder's Deposit within five business days from the closing. In the event the Back-Up Bidder closes on the purchase of the Lease, its Deposit will be applied by the Debtor against the purchase price. The Auction will be conducted at offices of the Broker on Aug. 26, 2019, at 10:00 a.m. at NAI Mertz, 21 Roland Avenue, Mount Laurel, New Jersey 08054. Interested parties may also attend the Auction telephonically, at telephone number (712) 432-0075 and participant code 333629#. A court reporter will be present at the offices of the Broker during the Auction and transcribe the Auction. At the Auction Qualified Bidders may make competing bids to purchase the Lease, in minimum bid increments of $10,000 or as otherwise determined by the Debtor. The Auction will conclude when the Debtor receives it considers to be the highest and best offer to purchase the Lease. The Debtor may also identify an acceptable Back-Up Bid. The Court will conduct a hearing to approve the assumption, assignment sale arising out of the Auction on Aug. 27, 2019 at 1:30 p.m. Once the Sale is approved by the Court, the closing will occur on Aug. 28, 2019. The Debtor will provide by e-mail; facsimile and/or U.S. Mail written notice of the Auction, the bidding procedures, and the Sale Hearing, via copies of the Order, to: (a) those persons who in any way contacted Debtor or any of its representatives regarding the sale of the Lease; (b) those persons who the Debtor has reason to believe may possess an interest in purchasing the Lease; (c) the U.S. Trustee; (d) the Internal Revenue Service; (e) parties to executory contacts and leases with the Debtor; (f) all other parties who have filed a notice of appearance; and (g) all other creditors. The entry of the Order is without prejudice to (i) the Debtor seeking Court approval of a stalking horse bidder prior to the Auction; (ii) the Debtor seeking Court approval of a private sale of the Lease without the Auction procedures detailed supra; (iii) the Debtor is authorized to entertain purchase offers for the Lease that include any or all personalty located on the Premises; provided, however, that the Debtor may not sell personalty that is subject to a separate lease or executory contract; (iv) Bancorp seeking Court approval to credit bid at the Auction; and (v) the Landlord to object to any proposed assumption and assignment of the Lease. Interested parties will file and deliver, so as to be received no later than 5:00 p.m. on Aug. 23, 2019, any objection to the Sale. About Frank Investments Each of Frank Investments, Frank Theatres and Frank Entertainment is an affiliate of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, New Jersey. Frank Entertainment Companies, LLC owns, operates, develops and manages entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, water parks, bowling centers, game centers, skate parks, and other real estate properties. Frank Investments, Inc., based in Jupiter, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. The Hon. Erik P. Kimball (18-20019), and Hon. Mindy A. Mora (18-20022 and 18-20023) oversee the cases. In the petitions signed by Bruce Frank, president, Frank Investments and Frank Entertainment estimated $10 million to $50 million in assets and liabilities; Frank Theaters, $10 million to $50 million in assets and $50 million to 100 million in liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. FRANK THEATRES: $85K Sale of Bowling Equipment Approved ------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey authorized Frank Theatres Bayonne/South Cove, LLC's sale of bowling Equipment, nunc pro tunc to May 26, 2019, located at one of its entertainment complexes, Revolutions at City Place, 477 South Rosemary Avenue, West Palm Beach, Florida, to All American Bowling, Inc. for $85,000. The sale is free and clear of liens, claims, and encumbrances. The Order will be effective immediately upon entry, notwithstanding anything to the contrary in the Bankruptcy Rules or Local Rules. For the avoidance of doubt, the 14-day stay imposed by Bankruptcy Rule 6004(h) is waived. About Frank Theatres Headquartered in Jupiter, Florida, The Frank Entertainment Group, LLC -- http://www.franktheatres.com/-- has owned, operated, developed, and managed over 150 entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, bowling centers, game centers, and family entertainment centers. Frank Entertainment and its units operate pure play movie theaters, combination movie theater/family entertainment complexes, and pure play family entertainment complexes in six east coast states -- New Jersey (including theaters located in Bayonne and Rio Grande), Florida, North Carolina, South Carolina, Pennsylvania, and Virginia -- under the brand names Frank Theatres, CineBowl & Grille, and Revolutions. They employ approximately 694 people. Frank Entertainment Group is the ultimate parent, and Frank Management, LLC, is the main operating and management company. Frank Entertainment Group and 23 affiliates sought Chapter 11 protection on Dec. 19, 2018. The lead case is In re Frank Theatres Bayonne/South Cove, LLC (Bankr. D.N.J. Lead Case No. 18-34808). Frank Theatres Bayonne estimated assets of $10 million to $50 million and liabilities of the same range. The Hon. Stacey L. Meisel is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Moss Adams LLP as financial advisor; Paragon Entertainment Holdings, LLC as consultant; and Prime Clerk LLC as claims and noticing agent. FRONTIER COMMUNICATIONS: Moody's Cuts CFR to Caa2, Outlook Neg. --------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of Frontier Communications Corporation to Caa2 from Caa1 and the probability of default rating to Caa3-PD from Caa1-PD. Moody's has also downgraded the company's first lien secured term loan B and first lien secured notes to B3 from B2 and affirmed the second lien secured notes at B3. Moody's downgraded the unsecured notes to Caa3 from Caa2 and affirmed the speculative grade liquidity rating at SGL-3. The rating outlook is negative. The downgrade of the CFR reflects an updated assessment of the company's probability of default and recovery expectations following weak second quarter 2019 revenue and EBITDA results, continued negative net customer addition trends and reduced expectations regarding cost efficiency programs going forward. Frontier's decision to write down $5.45 billion of goodwill in the quarter reflected, in part, concerns regarding the long term sustainability of the company's capital structure and reduced expectations for the overall wireline industry. The company's potential to improve weak fundamentals in advance of sizable debt maturities beginning in 2022 remains difficult given a shortening runway to stabilize business trends. The potential for distressed debt exchanges in the next year or so is further elevated based on these operating results and other developments, including recent appointments of new Board members with restructuring and bankruptcy experience. Moody's continues to anticipate a heightened focus on potential capital structure optimization efforts given the mixed evidence of sustained progress from ongoing operational improvement initiatives. Affirmations: Issuer: Frontier Communications Corporation Speculative Grade Liquidity Rating, Affirmed SGL-3 Gtd Senior Secured 2nd lien Global Notes, Affirmed B3 (LGD2 from LGD3) Downgrades: Issuer: Frontier Communications Corporation Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Gtd Senior Secured 1st lien Term Loan B, Downgraded to B3 (LGD2) from B2 (LGD2) Gtd Senior Secured 1st lien Global Notes, Downgraded to B3 (LGD2) from B2 (LGD2) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD4) Underlying Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD4) Issuer: New Communications Holdings Inc. Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD4) Outlook Actions: Issuer: Frontier Communications Corporation Outlook, Remains Negative RATINGS RATIONALE Frontier's Caa2 CFR reflects declining revenue and EBITDA which result from secular and competitive pressures, the risk that the company may not have the financial ability to continue to adequately invest in network modernization and remain competitive, and limited liquidity flexibility for addressing existing and sizable debt maturities in 2022 and beyond. In addition, there is mixed evidence for sustained progress from Frontier's comprehensive business transformation initiatives which aim to benefit EBITDA generation by $200 million to $250 million on a run rate basis by year-end 2020, a target significantly lowered from an initial goal of $500 million. These negative factors are offset by Frontier's large scale of operations, its predictable cash flow and extensive network assets. The rating is also supported by the company's improved ability to generate cash following the elimination of its common dividend in early 2018. Though Frontier expects proceeds of $1.35 billion from the sale of operations in several western states anticipated to close sometime in 2020, the use of such proceeds remains undisclosed but will likely facilitate capital structure enhancement efforts. If such proceeds are used to facilitate debt exchanges and/or open market debt purchases at distressed levels, such actions could be considered a default under Moody's definition. Moody's believes Frontier will maintain adequate liquidity over the next 12 months with $267 million of cash on hand at the end of June 30, 2019. In addition, the company had about $520 million available under its $850 million revolver after factoring in around $80 million of letters of credit issued under the revolver. Moody's expects the company will maintain a moderate cushion on its leverage covenant over the next fourr quarters, including full availability on its revolver. In early 2018, Frontier amended the leverage covenant in its credit facility, which now sets a limit of 1.5x net first lien secured debt to EBITDA (as defined in the credit agreement); that limit decreases to 1.35x in 2020. A covenant breach could result in a loss of borrowing ability under the revolver. With its March 2019 issuance of $1.65 billion of first lien senior secured notes and associated refinancing actions, Frontier extended a manageable near term maturity profile through year-end 2021 and prior to 2022, when maturities ramp to around $2.7 billion of unsecured notes. At June 30, 2019, the company had $227 million of unsecured notes due in 2020 and $309 million of unsecured notes due in 2021. Moody's expects Frontier to have the capacity to address maturities in 2020 and 2021 with a combination of cash on hand coupled with draws upon its revolver. The B3 ratings on the first and second lien debt reflects Moody's expectation for high recoveries for these instruments in a default scenario. Combined first and second lien leverage represents less than 2x EBITDA (Moody's adjusted) and recoveries on these instruments are supported by the preponderance of unsecured debt in the capital structure. The negative outlook reflects the risk that Frontier may not be able to sustainably reverse its unfavorable operating trends and sufficiently stabilize its EBITDA to facilitate the successful refinancing of sizable debt maturities beginning in 2022 and beyond. Moody's could lower Frontier's ratings further if the company's operating performance does not improve, its liquidity deteriorates, if it engages in shareholder friendly activities, if it pursues distressed debt exchanges or if capital spending is reduced below the level required to sustain the company's market position. Given the company's weak fundamentals a ratings upgrade is unlikely at this point. Moody's could stabilize Frontier's outlook if the company sustainably reverses its unfavorable operating trends and stabilizes EBITDA. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Frontier is an Incumbent Local Exchange Carrier headquartered in Norwalk, CT and the fourth largest wireline telecommunications company in the US. In April of 2016, Frontier finalized the acquisition of Verizon Communications Inc.'s wireline assets in California, Texas and Florida. Frontier generated $8.4 billion of revenue in the last 12 months ended June 30, 2019. GARY REED ENTERPRISES: Sept. 12 Plan Confirmation Hearing --------------------------------------------------------- The second amended disclosure statement explaining the second amended plan filed by Gary Reed Enterprises Inc. is approved. A hearing on confirmation of the plan will be held on September 12, 2019 at 11 A.M, in U.S. Bankruptcy Court, 100 State Street Rochester, NY 14614. September 6, 2019 is fixed as the last day for filing and serving written objections to confirmation of the plan. The Second Amended Disclosure Statement was submitted solely to address the objection, and resolution, thereof, of Ascentium Capital. The settlement with Ascentium provides that Ascentium will be treated as a Class 2 Creditor, by being paid $40,000 on each of its two executory equipment contracts for a total of $80,000, with its remaining balance being treated as a Class 3 unsecured creditor. To accommodate this change, the Debtor extended the term of the plan by three calendar quarters. A full-text copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/yycj9wks from PacerMonitor.com at no charge. A letter outlining revisions to the Second Amended Disclosure Statement is available at https://tinyurl.com/y64mo6qy from PacerMonitor.com at no charge. About Gary Reed Enterprises Gary Reed Enterprises Inc., operator of a chain of eight Hair Zoo hair salons in the Rochester, New York area, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 18-20869) on Aug. 21, 2018. In the petition signed by Gary Reed, Sr., president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Warren, U.S.B.J., oversees the case. David L. Rasmussen, Esq., at Davidson Fink, LLP, serves as the Debtor's bankruptcy counsel. GATOR HOLDCO: S&P Raises Second-Lien Term Loan Rating to CCC+ ------------------------------------------------------------- S&P Global Ratings raised the issue-level rating on Alpharetta, Ga.-based Gator Holdco (UK) Ltd.'s (dba Aptean Inc.) second-lien term loan due 2027 to 'CCC+' from 'CCC' and revised the recovery rating to '5' from '6' after the company issued a $37 million add-on to their existing second-lien term loan. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 10%) recovery in event of a default. The upgrade reflects the increased share of the enterprise resource planning (ERP) company's value from non-obligors, which adds value available to second-lien lenders. At the same time, S&P affirmed its 'B-' issue-level rating on the company's first-lien term loan due 2026, first-lien delayed draw term loan expiring 2021, and revolving credit facility due 2024 after the company issued a $75 million add-on to their existing first-lien term loan. The recovery rating remains '3', reflecting S&P's expectation of meaningful recovery (50%-70%; rounded estimate: 60%) recovery in the event of a default. Gator will use the proceeds of the incremental term loans to acquire Sanderson, an ERP, digital technology, and supply chain solutions provider primarily serving the U.K. market. The rating agency's 'B-' issuer credit rating on Gator Holdco, the parent of Aptean Inc., remain unchanged, reflecting S&P-adjusted pro forma leverage in the mid-8x area (not including expected cost savings and synergies) at the close of the transaction. S&P expects the company to achieve synergies and cost savings from the acquisitions in next 12 months, driving leverage to low-7x area by 2020. While Gator has continued to add debt to their capital structure, S&P believes the company has sufficient liquidity for debt service and will continue to generate positive unadjusted free operating cash flow. ISSUE RATINGS--RECOVERY ANALYSIS Key Analytical Factors -- The revision of the second lien rating reflects the increased share of value from non-obligors to 40% from 20%, due to the fact that Sanderson's business comes from the U.K. -- S&P's simulated default scenario assumes a default in 2021 because of a significant EBITDA decline due to intense competition or large restructuring costs from poor merger and acquisition integration. These factors would lead to lower revenue and cash flow and contribute to a default. -- S&P values the company as a going concern because it believes this approach would yield higher value for creditors, due to the company's leading brand and technology. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence after recovery adjustment: approximately $70 million -- EBITDA multiple: 6.0x -- Revolving credit facility: 85% drawn at default -- First-lien delayed draw term loan: 100% drawn at default Simplified waterfall -- Net enterprise value (after 5% administrative costs): approximately $397 million -- Valuation split in (obligor/non-obligors): 60%/40% -- Value available for first-lien claims: approximately $372 million -- Secured first-lien debt: approximately $578 million -- Recovery expectations: 50%-70% (rounded estimate: 60%) -- Value available for second-lien claims: approximately $25 million -- Secured second-lien debt: approximately $197 million -- Recovery expectations: 10%-30% (rounded estimate: 10%) All debt amounts include six months of prepetition interest. GLEN HOPE HARBOR: S&P Cuts Revenue Bond Rating to 'CCC' ------------------------------------------------------- S&P Global Ratings lowered its long-term rating eight notches to 'CCC' from 'BBB-' on New Hope Cultural Education Facilities Finance Corp., Texas' series 2015A and B senior living revenue bonds, issued for the Glen Hope Harbor Inc. project. The outlook is negative. In addition to the weak credit factors described below, the rating action and the negative outlook is in part due to a draw on the debt service reserve (DSR) account to pay a portion of the Aug. 1, 2019, debt service payment, as indicated by a filing on EMMA. "Accordingly, we acknowledge that a default, distressed exchange, or redemption could be possible within 12 months, absent significantly favorable changes in the obligor's circumstances. We rate an obligation in the 'CCC' category when we believe it is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation," S&P said. The downgrade reflects S&P's opinion on the following: -- Rapid and material decline in the project's S&P Global Ratings debt service coverage (DSC) ratio to 0.66x as of fiscal 2018, down from 1.04x in fiscal 2017 and 1.36x in 2016; -- Extremely high S&P Global Ratings loan-to-value (LTV) of 150% based on a 9.11% cap rate and the project's three-year average S&P Global Ratings calculated net cash flow (NCF) of approximately $2.2 million; -- Very weak loss coverage assessment indicating a higher likelihood that the project may not be able to cover debt service should net revenue or liquidity shortfalls occur; -- Very low occupancy rates across the project's nine properties (144 units), averaging 80% over the past three years resulting in much lower-than-expected revenues and continues to put extreme financial strain on the project; and -- Significant memory care inventory growth in the project markets over the past 36 months has created substantial competition requiring management to discount rents to attract tenants and attempt to stabilize occupancy. "The negative outlook reflects our view that the project will continue to struggle financially due to high levels of competition resulting in low occupancy and reduced rental rates," said S&P Global Ratings credit analyst Joan Monaghan. "As a result, it is our opinion that the project's three-average DSC will drop further as the below-1.0x coverage performance continues." In the first two years after the acquisition the project benefited from a project fund, funded with bond proceeds in the amount of $3.2 million, for the purpose of covering start-up costs and other expenses during the transition phase. The project fund was depleted as of year-end 2018, leading to a draw on the debt service reserve fund on Aug. 1, 2019. The project will likely require cash infusions from outside sources to make any future full and timely debt service payments. GLYECO INC: Delays Form 10-Q Due to Lack of Resources ----------------------------------------------------- GlyEco, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended June 30, 2019. The Company said it lacks the resources to be able to complete its filing at this time. About GlyEco, Inc. GlyEco, Inc. -- http://www.glyeco.com/-- is a chemical company focused on technology development and manufacturing of coolants, additives, and related performance fluids. The Company serves and supports the automotive, heavy-duty, and industrial markets. GlyEco Inc., located in Institute, West Virginia, is a vertically integrated company which manufactures ethylene glycol, additives, and finished fluids. GlyeCo incurred a net loss of $5.31 million for the year ended Dec. 31, 2018, compared to a net loss of $5.18 million for the year ended Dec. 31, 2017. As of March 31, 2019, GlyeCo had $9.20 million in total assets, $11.57 million in total liabilities, and a total stockholders' deficit of $2.37 million. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification in its reported dated April 1, 2019 on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2018, has an accumulated deficit of $47,310,534 as of Dec. 31, 2018 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. HALCON RESOURCES: Sept. 12 Combined Plan, Disclosures Hearing ------------------------------------------------------------- A combined hearing to consider compliance with the Bankruptcy Code's disclosure requirements and any objections thereto and to consider confirmation of the Joint Prepackaged Chapter 11 Plan filed by Halcon Resources Corporation and its debtor affiliates, and any objections thereto will be held before the Honorable David R. Jones, United States Bankruptcy Judge, in Courtroom 400 of the United States Bankruptcy Court, 515 Rusk Avenue, Houston, Texas 77002, on September 24, 2019 at 3:00 p.m. (Prevailing Central Time) or as soon thereafter as counsel may be heard. The deadline for filing objections to the adequacy of the Disclosure Statement or confirmation of the Plan is September 12, 2019, at 5:00 p.m. (Prevailing Central Time). Class 4 Senior Notes Claims are impaired. Each holder of an Allowed Senior Notes Claim shall receive, in full and final satisfaction of such Claim, such holder's Pro Rata share of (i) 91% of the total New Common Shares issued pursuant to this Plan on the Effective Date, subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the New Common Shares issued pursuant to the Backstop Commitment Premium, and (ii) the Senior Noteholder Subscription Rights. Class 5 General Unsecured Claims are unimpaired. The Debtors shall continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. Class 7 Existing Equity Interests are impaired. Each holder of Existing Equity Interests shall receive on account of such holder's Existing Equity Interests: (1) if a Registered Holder holds fewer than or equal to 2,000 shares of Existing Equity Interests, Cash in an amount equal to the inherent value of such Registered Holder's Pro Rata share of (i) 9% of the total New Common Shares issued pursuant to this Plan on the Effective Date; or (2) for any other holder of Existing Equity Interests, such holder's Pro Rata share of (i) 9% of the total New Common Shares issued pursuant to this Plan on the Effective Date. Class 8 Other Equity Interests are impaired. Other Equity Interests shall be cancelled, released, and extinguished and shall be of no further force and effect. The Reorganized Debtors shall use Cash on hand to fund distributions to certain holders of Claims against the Debtors. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y6a3rr97 from PacerMonitor.com at no charge. Proposed Counsel for the Debtors: Alfredo R. Perez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 -- and -- Gary T. Holtzer, Esq. Lauren Tauro, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 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. HARVARD GROUP: BWF Trust Objects to Disclosure Statement -------------------------------------------------------- BWF Trust LLC objects to the adequacy of the Disclosure Statement for Plan of Reorganization and the confirmation of the proposed Plan of Reorganization of Harvard Group, LLC. BWF points out that the Debtor needs to state whether it believes there are any Class 4: Secured Claims of the District of Columbia for Real Property Taxes and whether the automatic lien provided in D.C. Code Section 47-1331 has been imposed on the Property. BWF asserts that the Debtor fails to disclose the unsuccessful history of efforts to market and sell the Property. BWF complains that the Debtor needs to explain why it considers Class 5 to be unimpaired given the Debtor’s intention not to pay all amounts owed to BWF pursuant to Note A and the deed of trust and other related security documents. According to BWF, the Debtor does not define "Guarantors" in either the Disclosure Statement or the Plan nor does the Debtor discuss the fact that an Unconditional Guaranty Agreement was executed to further secure Note A and a UCC-1 Financing Statement was filed to further secure Note B with the ownership interests in the Debtor held by the Debtor's equity owners, Napolean Ibiezugbe and Kevin Falkner, arguably making each of the owners a co-debtor on Note A and Note B, albeit those co-debtors were not reported on Schedule H. BWF points out that the Debtor has also created a conflict by stating, "Upon confirmation of the Plan, the provisions thereof shall bind any holder of a Claim against, or an interest in, the Debtor . . ." even though the Plan does not become effective until after there is a closing on the sale of the Property. BWF objects to the Debtor's Disclosure Statement and Plan and asks the Court to reject the Disclosure Statement as inadequate, deny confirmation of the Plan and dismiss this chapter 11 case with prejudice or, in the alternative, permit BWF to propose a competing plan. Attorney for BWF: Craig B. Young, Esq. KUTAK ROCK LLP 1625 Eye Street, NW, Suite 800 Washington, D.C. 20006 (202) 828-2328 Direct (202) 828-2488 Facsimile Email: craig.young@kutakrock.com About Harvard Group Based in Washington, D.C., Harvard Group, LLC, a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary Chapter 11 Petition (Bankr. D.D.C. Case No. 19-00289) on April 30, 2019. The case is assigned to Hon. Martin S. Teel, Jr. The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC, in Rockville, Maryland. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petition was signed by Kevin Falkner, member. HENDRIX SCHENCK: $200K Sale of Brooklyn Property to Goldman Denied ------------------------------------------------------------------ Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey denied Hendrix Schenck, Inc.'s sale of the parcel of property of the estate located at 632 Hendrix St, Brooklyn, New York to Dov Goldman for $200,000. The successful party will serve the Order on the Debtor, any trustee and all parties who an appearance on the matter. 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 estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge John K. Sherwood. The Law Office of Shmuel Klein, PA, is the Debtor's legal counsel. HOLLYWOOD ONE: $12.5K/Acre Sale of Paving Parcel to GVP Approved ---------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, authorized Hollywood One, LLC, through Joel Tubas, the chapter 11 trustee for the Debtor's sole owner, Brenda Diana Nestor, to sell the three contiguous parcels of vacant land, approximately 17 acres to 22 acres, located in Aberdeen, Harford County, Maryland ("Paving Parcel") to GVP, LLC for $12,500 per acre. The Purchase Agreement and the transactions contemplated thereby be, and are, approved. The Paving Parcel sale is free and clear of all liens, claim, encumbrances and interests, with such liens, claim, encumbrances and interests to attach to the proceeds of such sale. Notwithstanding the provisions of Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing provided, however, the Purchaser will have no obligation to proceed with the Closing until all conditions precedent to its obligations to do so have been met, satisfied or waived in accordance with the terms of the Purchase Agreement. The Purchaser will be acting in good faith in consummating the Sale at any time following entry of the Order, and cause has been shown as to why the Order should not be subject to the stay provided by Bankruptcy Rule 6004(h). About Hollywood One Hollywood One LLC is the owner of multiple parcels of undeveloped land and two residential condominium units in Harford County, Maryland. Hollywood One filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-13739) on March 28, 2017, estimating less than $1 million in both assets and liabilities. The Debtor hired Genovese Joblove & Battista P.A. as legal counsel, replacing Hoffman Larin & Agnetti, P.A.; Brown Brown and Young, P.A, as special counsel; Newpoint Advisors Corporation as accountant; and The Regional Team of Keller Williams American Premier Realty as its real estate broker. HORIZON GLOBAL: Incurs $8.1 Million Net Loss in Second Quarter -------------------------------------------------------------- Horizon Global Corporation filed with the Securities and Exchange Commission on Aug. 8, 2019, its quarterly report on Form 10-Q reporting a net loss of $8.14 million on $223.2 million of net sales for the three months ended June 30, 2019, compared to a net loss of $67.16 million on $233.34 million of net sales for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $33.76 million on $432.82 million of net sales compared to a net loss of $124.92 million on $450.15 million of net sales for the same period last year. As of June 30, 2019, the Company had $604.74 million in total assets, $693.06 million in total liabilities, and a total shareholders' deficit of $88.32 million. "We experienced a slow start to the year, which continued in the second quarter, resulting in a modest decrease in sales, but our team remains focused on returning Horizon Global to its historical performance levels," commented Carl Bizon, president and chief executive officer of Horizon Global. "In addition to foreign currency headwinds, our results were also impacted by the continuing uncertainty surrounding tariffs and their impact on the entire global supply chain. We have been consistent in our efforts to recover the costs associated with tariffs and the timing may not be immediate. In this environment, it is important that we remain flexible and responsive to the ever-evolving conditions as we work to overcome short-term issues and set the stage for stronger performance over the long term." "To that end, we made several significant hires this quarter including a global Chief Financial Officer, a President for Europe-Africa and a Chief Operating Officer for the Americas. I firmly believe that we now have the right senior leadership team in place to not only improve service to our customers but to drive improved operating results as well," Bizon said. Bizon continued, "The Americas continued to hold its own and our Europe-Africa team made progress on its ongoing business improvement initiatives. From a macro perspective, the broader European market has been relatively stable, with some pockets of softening demand related mainly to the U.K. market and uncertainty surrounding Brexit, and in what has become a common and recurring theme, our Asia-Pacific segment continued to deliver incredibly strong margins." 2019 Second Quarter Segment Results Horizon Americas. Net sales for the quarter were essentially flat at $108.9 million. E-commerce and OE net sales increased $4.9 million and $3.9 million, respectively, while net sales in the retail, aftermarket and industrial channels slowed, and were $7.6 million lower than the prior year comparable period on a combined basis. Management believes the slow start to the prime selling season was caused by unusually wet and cold weather in parts of the country, which was a contributing factor to results in the quarter. As a result, adjusted operating profit decreased to $9.8 million, or 9.0% of net sales, as compared to $10.6 million, or 9.8% of net sales, during the prior year comparable period. Horizon Europe-Africa. Net sales decreased $7.2 million, or 7.9%, to $83.7 million due primarily to unfavorable foreign currency translation. On a constant currency basis, net sales decreased $1.9 million, or 2.0%, primarily resulting from a decrease of $1.5 million related to the divestiture of a non-core business during the first quarter of 2019. Operating profit for the quarter was $1.6 million, which represented a $57.3 million improvement over the prior year comparable period. Results for the second quarter of 2018 included a goodwill impairment charge of $55.7 million. Adjusted operating profit decreased to $1.6 million, or 1.9% of net sales, as compared to $2.6 million, or 2.9% of net sales, during the prior year comparable period. Horizon Asia-Pacific. Net sales decreased $3.9 million, or 11.2%, to $30.6 million, due to unfavorable currency translation and a decrease in OE sales. On a constant currency basis, net sales decreased by 6.2%, primarily due to lower shipment volumes in the OE channel. Operating profit decreased 5.8% to $4.4 million, but improved to 14.4% of net sales, primarily due to manufacturing cost savings from operating efficiency projects. Adjusted operating profit decreased to $4.7 million, or 15.3% of net sales, as compared to $4.9 million, or 14.1% of net sales, during the prior year comparable period. Summary "We continue to examine our sales trends, market share and customer relationships and remain intensely focused on simplifying our business and unwinding unnecessary and unprofitable business complexity to improve our customer service experience," Bizon stated. "In the first quarter, we successfully executed a term loan amendment and second lien term loan, which included our commitment to reduce our First Lien Term Loan by $100 million by mid-next year. To proactively address this commitment, we engaged an investment banking firm to initiate the formal process to explore strategic alternatives, including the sale of our Asia-Pacific business segment. We are currently in active discussions with potential buyers and believe it is probable that we will complete the transaction prior to the May 15, 2020 date by which we are required to reduce our First Lien Term Loan," Bizon continued. "As we look across our global business, we remain one team with one goal, focused on providing the best products and service to our customers, and ultimately driving improved financial results through the successful completion of our turnaround," Bizon concluded. A full-text copy of the Form 10-Q is available for free at: https://is.gd/4JAma1 About Horizon Global Horizon Global -- http://www.horizonglobal.com/-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves the automotive aftermarket, retail and original equipment manufacturers ("OEMs") and servicers ("OESs") (collectively "OEs") channels. Horizon Global reported net losses of $204.9 million in 2018, $4.77 million in 2017, and $12.66 million in 2016. As of March 31, 2019, the Compay had $600.15 million in total assets, $680.79 million in total liabilities, $5.34 million in Series A preferred stock, and a total shareholders' deficit of $85.98 million. * * * As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. In March 2019, S&P affirmed its 'CCC' issuer credit rating on the Company and its 'CCC' issue-level rating on its first-lien debt. S&P took the rating actions after Horizon issued an incremental $51 million term loan (unrated) and amended its covenants. HOTEL CUPIDO: Seeks to Hire Carlos Quintana as Accountant --------------------------------------------------------- Hotel Cupido Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire CPA Carlos Quintana Santiago as its accountant. The firm will assist the Debtor in the preparation of monthly operating reports, prepare financial documents in support of its Chapter 11 reorganization plan, and assist in the reconciliation of proofs of claim filed in its bankruptcy case. The firm's hourly rates are: Carlos Quintana Santiago $125 Staff Accountant $50 Support Personnel $30 Mr. Santiago disclosed in court filings that he does not hold any interest adverse to the Debtor or the properties of its bankruptcy estate. The firm can be reached through: Carlos Quintana Santiago CPA Carlos Quintana Santiago P.O. Box 604 Road, 104 Mayaguez, PR 00682-7714 Tel: 787-805-3700 Fax: 787-805-3750 Email: cqs@cpanetpr.com About Hotel Cupido Hotel Cupido Inc. is a privately held company that owns and operates hotels and motels. Hotel Cupido sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-03799) on June 30, 2019. At the time of the filing, the Debtor disclosed $488,176 in assets and $3,213,031 in liabilities. The case is assigned to Judge Edward A. Godoy. The Debtor is represented by Bufete Quinones Vargas & Asoc. HOUT FENCING: Proposed Public Auction of Machinery & Equipment OK'd ------------------------------------------------------------------- Judge Cathleen D. Parker of the U.S. Bankruptcy Court for the District of Wyoming authorized Hout Fencing of Wyoming, Inc.'s sale of machinery and equipment by public auction free and clear of liens and encumbrances. The Debtor is authorized to conduct the proposed auction sale under the terms and conditions specified in the Motion as modified by the stipulation with Security State Bank. The Debtor will sell not only the items identified on Exhibit 3, but such additional items from Exhibits 1 and 2. A copy of Exhibits 1 to 3 attached to the Motion is available for free at: http://bankrupt.com/misc/Hout_Fencing_85_Sales.pdf About Hout Fencing of Wyoming Hout Fencing of Wyoming, Inc., is a fence contractor based in Worland, Wyoming, offering bridge and barrier fence installation and repair. The company serves Cheyenne, Laramie, Casper, Buffalo, Sheridan, Gillette, Rawlins, Rock Springs, Cody and New Mexico areas. Hout Fencing of Wyoming sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20423) on May 23, 2018. In the petition signed by Dave Hout, president, the Debtor disclosed $3.50 million in assets and $3.63 million in liabilities. Judge Cathleen D. Parker oversees the case. The Law Offices of David A. Tilem is the Debtor's counsel. INTERLOGIC OUTSOURCING: Files for Chapter 11 After CEO Fraud ------------------------------------------------------------ Interlogic Outsourcing, Inc., and six affiliates sought Chapter 11 protection on Aug. 11, 2019, just a month after fraudulent conduct by the payroll processor's sole owner and former CEO was uncovered. Daniel Wikel, a managing director of Huron Consulting Group, Inc., who is presently serving as Interlogic's CRO, said the Debtors have determined, in consultation with their financial and legal advisors, to enter into the chapter 11 process to further pursue the robust marketing process implemented pre-petition and consummate a structured and orderly sale of the Debtors as a going concern and much-needed change of ownership. The Debtors, according to Mr. Wikel, enter chapter 11 in an attempt to save hundreds of local jobs and preserve the integrity of the payroll and withholding processes for thousands of businesses, including a number of not-for-profit entities, that have entrusted the Debtors to administer such processes. Mr. Wikel explains that the chapter 11 cases have become an unfortunate necessity following the unforeseen and destructive alleged financial mismanagement by the Debtors' former principal, Najeeb Khan. Principal No Longer in Control As of July 12, 2019, Mr. Khan was the sole owner, CEO, and President of the Debtors. Unbeknownst to the Debtors' employees and customers, Mr. Khan had perpetrated a significant and ongoing scheme of intentional financial mismanagement against the Debtors and their financial institutions. On July 8, 2019 (the "Disruption Date"), Mr. Khan initiated a series of wire transfers purportedly in aid of the Debtors' payroll-processing obligations, but which in reality were in furtherance of a sophisticated scheme of carefully orchestrated intercompany wires that, as of the Disruption Date, which was no longer sustainable. The transfers initiated on July 8, 2019 failed for insufficient funds and resulted in a significant overdraft on the Debtors payroll processing accounts, in particular those held with KeyBank National Association, the payroll processing bank used by the Debtors for a substantial part of their business. The resulting shortfall at KeyBank was and continues to be significant. KeyBank disclosed in a Form 8-K filing that its exposure "could be up to $90 million, net of tax." In response to the significant overdraft indebtedness revealed by the failure of the payroll-processing transfer obligations on the Disruption Date, Mr. Khan appointed Timothy Daileader of Drivetrain LLC as Independent Director and Sole Manager of the Debtors and ceded control of the operations of the Debtors to the Independent Director as of July 13, 2019. Also, as of July 13, 2019, the Debtors, through the Independent Director, retained Huron Business Advisory as financial and operational advisor and Daniel Wikel was appointed as CRO. Mr. Khan resigned as CEO effective July 13, 2019, and no longer has any role or involvement in the Debtors' operations, business, or assets. The Independent Director retained Paul Hastings LLP to serve as counsel to the Debtors effective as of July 13, 2019. Current management, including the CRO, with the assistance of Huron and the Debtors' counsel, immediately initiated a process of identifying and engaging interested buyers for a structured sale through the bankruptcy process of the Debtors as a going concern. On July 24, 2019, the Debtors retained Huron Transactional Advisory ("HTA") as Investment Banker to oversee the marketing, bidding and sale process. HTA and the Debtors reached out to 28 potential strategic and financial buyers. To date, 12 of these potential buyers have expressed interest and nine have executed nondisclosure agreements with the Debtors and received confidential information regarding the Debtors' business. Although the Company's efforts did not result in the receipt of a letter of intent, HTA and the Debtors have conducted many, and continue to conduct, due diligence discussions with Potential Purchasers, who have generated significant activity in the virtual data room ("VDR") by the Potential Purchasers. The Debtors' financial health resulting from the fallout of Mr. Khan's financial impropriety became too dire to continue the marketing process outside of the protections of chapter 11. As of the Petition Date, the Debtors remain in active and preliminary, discussions with approximately five Potential Purchasers regarding the state of the Debtors' affairs and a potential transaction. Customer List Given the nature of the Debtors' business, their core asset is their customer list. Beginning almost immediately after the Disruption Date, the Debtors' customers were susceptible to, and did experience solicitation by the Debtors' competitors. As a result, the Debtors have only so far shared redacted customer lists with Potential Purchasers -- many of whom are competitors themselves -- in order to preserve the value of the Debtors' business. None of the Potential Purchasers have expressed any concern with such an approach. The Potential Purchasers have been advised that upon the progression of their discussions with the Debtors, and at such time as the Debtors secure a more formal commitment to a potential sale transaction, the Debtors will make the full customer list available. Until such time as the Debtors' secure a purchase commitment, Mr. Wikel believes it of the utmost importance to the ongoing preservation of the value of the Debtors' business to keep the Debtors' customers' identities confidential. Without an immediately viable purchaser and in the face of increasingly constrained liquidity, the Debtors discussed with KeyBank its willingness to provide additional financing to the Debtors necessary for an in-court marketing and sale process. KeyBank had, following the Disruption Date, previously provided the Debtors with secured financing of $1.475 million, as described below, for the operation of the business while Mr. Wikel and the Debtors' other professionals sought to stabilize the business and ensure the Debtors could continue providing payroll processing services to their customers. As a result of their discussions, the Debtors and KeyBank reached an agreement for a $7.8 million debtor in possession financing facility that will, subject to the terms of proposed interim and final order, provide sufficient liquidity to fund these chapter 11 cases (the "DIP Facility"). With this in agreement in hand, the Debtors commenced the chapter 11 cases in order to continue operating as a going concern and maximize value for all stakeholders through a sale transaction. Accordingly, the Debtors intend to continue the sale process they started prepetition to implement a competitive bidding and auction process for the sale of substantially all of the Debtors' assets in the early days of these chapter 11 cases. The Debtors intend to promptly file a motion for approval of bidding procedures and sale of assets to facilitate an orderly sale. Business as Usual The Company said in a statement that the Chapter 11 process will not impact its relationships with customers in any way. IOIPay is continuing to operate in the normal course of business, including continuing to provide our customers uninterrupted payroll services. Since the Disruption Date, IOIPay has been focused on the following: * Providing a holistic solution to all of our customers for its suite of services going forward. * Opening the lines of communication to our customers and employees including, but not limited to, the IOIPay website, client Notice Board, email, call center, and direct calling / conference calls. * Continuing to provide tax obligation information to clients and a process to tally and submit a claim for the time period July 8th and prior (Disruption Date and prior). There will not be any disruption for payroll processing July 9th and forward. The Debtors filed with the Bankruptcy Court a variety of first day motions to minimize the adverse effects of filing for chapter 11 protection and enhance the Debtors' ability to maximize the value of their estates, including through the sale and other restructuring efforts. A hearing on the first-day motions is scheduled for Aug. 14, 2019, at 9:300 a.m. (ET). About Interlogic Outsourcing Founded in Elkhart, Indiana in 2002 and operating under the trade name IOIPay, Interlogic Outsourcing, Inc., and its related entities -- https://www.ioipay.com/ -- are a locally based payroll processor with a national customer base and footprint. They provide payroll, payroll tax, and benefit administration services directly to clients in the United States, as well as through a network of licensees in the United States and Canada. Interlogic Outsourcing, Inc. and six affiliates sought Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10, 2019. Interlogic Outsourcing estimated less than $10 million in assets and at least $10 million in liabilities. The Hon. Harry C. Dees, Jr., is the case judge. The Debtors tapped JACOBSON HILE KIGHT LLC and PAUL HASTINGS LLP as counsel. PRIME CLERK LLC is the claims agent and maintains the web site https://cases.primeclerk.com/InterlogicOutsourcing INTERLOGIC OUTSOURCING: KeyBank Sues Then Provides Financing ------------------------------------------------------------ Keybank N.A., in July 2019 sued Interlogic Outsourcing Inc. and Interlogic CEO Najeeb Khan in the U.S. District Court for the Northern District of Ohio, saying that it lost or is at risk of losing about $122 million as a result of the "willful breaches and fraudulent conduct" of an Indiana-based payroll processor and its CEO. Mr. Khan founded Interlogic Systems Inc., the predecessor to IOI, in 1988 to provide payroll processing services and other human resources work. KeyBank is the payroll processing bank used by IOI for a substantial part of the business. In the lawsuit, KeyBank alleges that Mr. Khan, in early July, caused two Interlogic subsidiaries to issue a series of checks -- totaling $250 million -- to Interlogic drawn from bank accounts with Lake City Bank in Warsaw, Indiana. Around the same time, it is alleged that Khan caused Interlogic to deposit those checks into Interlogic's accounts with KeyBank. Khan and Interlogic directed KeyBank to issue 41 separate wire transfers totaling $122.5 million to various entities through three banks: Berkshire Bank in Massachusetts ($90 million), Wells Fargo Bank N.A. in San Francisco ($10 million), and JPMorgan Chase & Co. in New York City ($22 million). Around July 8, KeyBank said it was told by Lake City Bank that the checks issued by the subsidiaries were being returned for insufficient funds. Since the lawsuit was filed, restraining orders have been issued to freeze Khan's personal assets and direct Berkshire, Wells Fargo and JPMorgan to set aside the money transferred to them. KeyBank's parent company KeyCorp (NYSE:KEY) said in a regulatory filing July 16, 2019, that it discovered fraudulent activity at Interlogic that could cost the bank up to $90 million. Mr. Khan ceded control of operations to Timothy Daileader of Drivetrain LLC (appointed independent director and sole manager on July 13, 2019. Also on July 13, Interlogic, through the independent director, retained Huron Business Advisory as financial and operational advisor and appointed Huron's Daniel Wikel as chief restructuring officer. KeyBank, after July 8, 2019, provided the Debtors with secured financing of $1.475 million for the operation of the business while Huron and other professionals sought to stabilize the business and ensure the Debtors could continue providing payroll processing services to their customers. According to Mr. Wikel, the Debtors investigation into the facts alleged in the KeyBank Lawsuit and the origin of the Debtors' overdraft in their payroll processing accounts is ongoing. IOI and its related entities on Aug. 11, 2019, sought Chapter 11 protection with the hopes of selling the business as a going concern. KeyBank is providing the Debtors with $7.8 million of DIP financing to fund the Chapter 11 cases and the sale process. KeyBank is providing DIP financing on these terms: * Amount/Facility: Non-amortizing term loan debtor-in-possession credit facility, in an amount equal to the sum of (a) $6,325,000 in new-money loans and (b) a dollar-for-dollar roll-up of (i) $1,475,000 of outstanding principal obligations only under the Pre-Petition Note, and (ii) accrued interest, fees, and expenses incurred under the Pre-Petition Note. * Security: The postpetition credit obligations are (i) secured by firstpriority, priming Liens on all of Debtors’ property and interests, real and personal, tangible and intangible subject only to those certain "permitted liens" and to certain claims in respect of the carve-out for U.S. trustee and professional fees; and (ii) given superpriority administrative claim status with priority over all other administrative expense claims, subject only to the carve out. * Maturity Date: The earliest to occur of (a) Oct. 31, 2019 (b) the effective date of a plan of reorganization or liquidation in the chapter 11 case and (c) the effective date of a sale of all or substantially all of the Debtors' assets or business pursuant to Section 363 of the Bankruptcy Code which is authorized by the Bankruptcy Court (and in the event of a series of transactions resulting in the sale of all or substantially all of the Debtors’ assets, the last of such sales to close or consummate). * Prepayment Premium: None. * Interest rate: 14% per annum, payable in arrears in full on the Maturity Date. * Default Rate:(a) With respect to any loan or other obligation, a rate per annum equal to 3 percent in excess of the rate otherwise applicable thereto, and (b) with respect to any other amount, if no rate is specified or available, a rate per annum equal to 17%. About Interlogic Outsourcing Founded in Elkhart, Indiana in 2002 and operating under the trade name IOIPay, Interlogic Outsourcing, Inc., and its related entities -- https://www.ioipay.com/ -- are a locally-based payroll processor with a national customer base and footprint. They provide payroll, payroll tax, and benefit administration services directly to clients in the United States, as well as through a network of licensees in the United States and Canada. Interlogic Outsourcing, Inc. and six affiliates sought Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10, 2019. Interlogic Outsourcing estimated less than $10 million in assets and at least $10 million in liabilities. The Hon. Harry C. Dees, Jr., is the case judge. The Debtors tapped JACOBSON HILE KIGHT LLC and PAUL HASTINGS LLP as counsel. PRIME CLERK LLC is the claims agent and maintains the web site https://cases.primeclerk.com/InterlogicOutsourcing IPIC ENTERTAINMENT: Taps Stretto as Claims Agent ------------------------------------------------ iPic-Gold Class Entertainment, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stretto as claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. The firm's hourly rates for its services are: Analyst $30 - $50 Associate/Senior Associate $65 - $165 Director/Managing Director $175 - $210 Chief Operating Officer/Senior Managing Director Waived Solicitation Associate $190 Director of Securities $210 The Debtors provided Stretto with a pre-bankruptcy retainer in the amount of $50,000. Sheryl Betance, a managing director of Stretto, 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: Sheryl R. Betance Stretto 410 Exchange, Suite 100 Irvine, CA 92602 About iPic Entertainment iPic Entertainment Inc. -- http://www.ipic.com/-- operates casual restaurants, farm-to-glass full-service bars, and theater auditoriums with in-theater dining. They currently operate 123 screens at 16 locations in nine states, with an additional two locations under construction, and have executed leases for an additional nine sites in California, Georgia, Virginia, Washington, Connecticut, New York, Texas, and Florida. In addition, they applied for licenses to operate theaters in Saudi Arabia. iPic Entertainment Inc. and 5 affiliates sought Chapter 11 protection on Aug. 5, 2019. The lead case is In re iPic-Gold Class Entertainment, LLC (Bankr. D. Del. Lead Case No. 19-11739). iPic Entertainment disclosed $156,969,000 in assets and $290,860,000 in debt as of May 31, 2019. PACHULSKI STANG ZIEHL & JONES LLP is the Debtors' bankruptcy counsel. AURORA MANAGEMENT PARTNERS is the financial advisor. STRETTO is the claims agent. J. BRITO TRANS: Seeks to Hire Steven D. Pertuz as Legal Counsel --------------------------------------------------------------- J. Brito Trans, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire The Law Offices of Steven D. Pertuz, LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its rights and obligations under the Bankruptcy Code; negotiations to obtain financing; assistance with respect to the sale of its assets; and the preparation of a bankruptcy plan. The firm will charge $310 per hour for the services of its attorneys. Law clerks and support staff charge $90 per hour. Steven D. Pertuz is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Steven D. Pertuz, Esq. The Law Offices of Steven D. Pertuz, LLC 111 Northfield Avenue, Suite 304 West Orange, NJ 07052 Tel: (973) 669-8600 Fax: (973) 669-8700 Email: pertuzlaw@verizon.net SDP 5632 About J. Brito Trans J. Brito Trans, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-24474) on July 26, 2019. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. The Law Offices of Steven D. Pertuz, LLC, is the Debtor's legal counsel. JERRY BATTEH: Niermann Buying Jacksonville Property for $35K ------------------------------------------------------------ Jerry Batteh asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of his rental property located at 2134 Lou Drive West, Jacksonville, Florida, more particularly described as: Lot 19, Block 21, San Souci Section Ten, according to the plat thereof as recorded in Plat Book 27, page 88, of the current public records of Duval County, Florida, to Dawn Niermann for $35,000. 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_683_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. JETSTREAM AVIATION: Unsecureds to Get 20% of Interests Under Plan ----------------------------------------------------------------- Jetstream Aviation, Inc., files a plan of reorganization and accompanying disclosure statement proposing that all allowed unsecured claims, classified in Class 6, will be paid 20% of their outstanding interests which amounts to $188,350.83. Class 6 claims will be as follows: a) Claims paid without interest; b) $94,175.42 shall be paid within 30 days of entry of the confirmation order; c) For the first 12 months following confirmation, equal monthly installments in the amount of $7,847.95. paid on or before the last day of each month. CLASS 2: Consists of all allowed claims having priority by reason of the provision of 11 U.S.C. Sections 507(a)(2), 507(a)(4) through Section 507(a)(7) of the Bankruptcy Code. Philips 66 Company has a priority claim in the amount of $3,475.38. This class shall be paid upon confirmation. CLASS 3: Consists of 11 U.S.C. Section 507(a)(8) creditors, governmental units for taxes or duties. There are secured claims of the IRS, but not any priority unsecured claims of governmental units. These creditors shall retain all administrative and other remedies available to them. The IRS shall also be entitled to its statutory default language. If full payment is not made within 14 days of such demand, or other arrangement agreed to in writing, then the Internal Revenue Service may collect any unpaid liabilities through the administrative collection provisions of the Internal Revenue Code. The debtors and all the debtors’ property shall be liable for such unpaid liabilities as if no bankruptcy had occurred. CLASS 4: Consists of the allowed secured claim of The Internal Revenue Service in the secured amount of $8,237.33. This claim shall be paid as follows: a) interest rate 4%; b) 12 month amortization; c) For the first 12 months following confirmation, equal monthly installments in the amount of $701.4 paid on or before the last day of each month. CLASS 5: Consists of the allowed secured claim of Wells Fargo Bank in the secured amount of $56,906.01. This loan shall be modified as follows: a) interest rate 4%; b) 5 year amortization; c) For the first 60 months following confirmation, equal monthly installments in the amount of $1,048.01 paid on or before the last day of each month. CLASS 6: Consists of the allowed secured claim of AFK Inc. d/b/a/ Fundkite in the secured amount of $128,000. The remaining $86,416.83 shall be paid as follows: This loan shall be modified as follows: a) interest rate 4%; b) 5 year amortization; c) For the first 60 months following confirmation, equal monthly installments in the amount of $2,015.39 paid on or before the last day of each month. CLASS 7: Consists of the allowed secured claim of BFS in the secured amount of $22,000.00 The claim is secured by Debtors accounts. This claim shall be paid as follows: This loan shall be modified as follows: a) interest rate 4%; b) 5 year amortization; c) For the first 60 months following confirmation, equal monthly installments in the amount of $405.16 paid on or before the last day of each month. Funds necessary for the satisfaction for creditors' claims shall be generated from the ongoing operations of Jetstream Aviation. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y4884mqh from PacerMonitor.com at no charge. Attorney for the Debtor: Patrick J. Geile, Esq. FOLEY FREEMAN, PLLC 953 S. Industry Way Meridian, Idaho 83680 Phone: (208) 888-9111 Fax: (208) 888-5130 Email: pgeile@foleyfreeman.com About Jetstream Aviation Jetstream Aviation, Inc.'s principle business operation is maintenance and staffing of private jets on two locations, one in Boise and one in Seattle. Jetstream filed a Chapter 11 petition (Bankr. D. Idaho Case No. 18-01346) on Oct. 12, 2018. The petition was signed by Timothy W. Griffin, president. Foley Freeman, PLLC, led by Patrick J. Geile, serves as counsel to the Debtor. K & B DIRECTIONAL: Unsecureds to Get 60 Monthly Payments of $3,500 ------------------------------------------------------------------ K & B Directional, Inc., and Gregory and Charise Jennings filed a joint Chapter 11 plan and accompanying disclosure statement proposing that General Unsecured or Undersecured Creditors of the Debtors, classified in Class 16, will share pro rata in the K&B Unsecured Creditors' Pool. K&B shall make 60 monthly payments commencing on the Effective Date of $3,500 into the K&B Unsecured Creditors' Pool. The Class 16b creditors shall share pro rata in the Jennings Unsecured Creditors' Pool. Jennings shall make 60 monthly payments commencing on the Effective Date of their disposable income into the Jennings Unsecured Creditors' Pool. Class 2 Claimants (Allowed Claims of the Texas Workforce Commission) are impaired. The Allowed Claim of the TWC shall be paid over 12 equal monthly payments with interest at the rate of 6.5% per annum commencing on the Effective Date. Class 3 Claimants (Allowed Priority Claims of the Internal Revenue Service) are impaired. The Allowed Priority Claim of the IRS in the Jennings case will be paid in full on the Effective Date. The Allowed Priority Claim of the IRS in the K&B case will be paid in sixty (60) equal monthly payments commencing on the Effective Date with interest at the rate of 5% per annum. Class 4 Claimant (Allowed Secured Claim of Ally Bank) are impaired. Ally shall have a secured claim in the amount of $21,658.50 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 5 Claimant (Allowed Secured Claim of Bank of America) are impaired. The Debtors believe the value of the Vehicle is $32,000. BOA shall have a secured claim in the amount of $32,000 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 6 Claimant (Allowed Secured Claim of Regions Bank) are impaired. Regions shall have a secured claim in the amount of $64,248.64 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 7 Claimant (Allowed Secured Claim of Suntrust Bank) are impaired. Suntrust shall have a secured claim in the amount of $48,995.43 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 8 Claimant (Allowed Secured Claim of Century Trucks & Vans) are impaired. Century shall have a secured claim in the amount of $20,548.14 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 9 Claimant (Allowed Secured Claim of C.H. Brown Co., LLC) are impaired. Brown shall have a secured claim in the amount of $19,724.53 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 10 Claimant (Allowed Secured Claims of Wood National Bank) are impaired. Each Wood Claim which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 11 Claimant (Allowed Secured Claims of Commercial Bank of Texas) are impaired. The Commercial Claim which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 12 Claimant (Allowed Secured Claims of City National Bank of Sulphur Springs) are impaired. The Debtors believe the value of the Note #1 Collateral and the Note #2 Collateral is equal to the CNB indebtedness under Note #1 and Note #2. CNB shall have secured claims in the amount of $33,608.49 and $109,208.73. The CNB Note #1 Claim which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. The CNB Note #2 claim shall be paid in one hundred and twenty (120) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 13 Claimant (Allowed Secured Claim of Argi-Max Financial Services, LP) are impaired. The Debtor shall pay Agri-Max any difference remaining between the Proof of Claim amount and the amount received by Agri-Max from the sale and auction. This amount will be paid to Agri-Max in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 14 Claimant (Allowed Secured Claims of Texas Heritage National Bank) are impaired. The THNB K&B Secured Claim shall be paid in one hundred and twenty (120) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. THNB shall have a secured claim in the Jennings case in the amount of $50,000 which shall be paid in sixty (60) equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 15 Claimant (Allowed Secured Claim of Conterra Agricultural Capital, LLC) are impaired. The outstanding Conterra debt will be amortized over three hundred (300) months and shall be paid in one hundred and nineteen (119) equal monthly payments commencing on the Effective Date, and one payment on the 120th month following the Effective Date of all outstanding principal and interest. Class 17 Interests (Current Ownership) are impaired. The Allowed Equity Interest Holder Claims shall retain their stock in the K&B, however, in the event that the unsecured creditors in Class 16a do not vote to accept the Plan, and the stock ownership of K&B, an auction for the stock ownership of K&B shall be conducted. The auction will take place on first business day that is five days after the Confirmation Order has been entered. The auction will take place at the offices of counsel for the Debtor, K&B, 12770 Coit Road, Suite 1100, Dallas, Texas 75251 beginning at 10:00 a.m. Any party wishing to bid must be present. The auction will be a cash auction. No credit bidding will be allowed. All property which is to be paid for under the Plan will be vested in the name of the Debtor, K&B with the exception of the Homestead property of Gregory and Charise Jennings in Class 15c, regardless of whose name the property is currently titled in or whose name the underlying agreement was executed. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y2gpc46o from PacerMonitor.com at no charge. Counsel for Gregory and Charise Jennings: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC 1225 W 15th Street, Suite 805 Plano, Texas 75075 (972) 578-1400 FAX: (972) 346-6791 EMAIL: robert@demarcomitchell.com Counsel for K & B Directional: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 (972) 991-5591 FAX: (972) 991-5788 EMAIL: eric@ealpc.com About K & B Directional K & B Directional, Inc.'s business consists of the ownership and operation of oil and gas drilling rigs. K & B Directional sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-42643) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Hon. Brenda T. Rhoades is the case judge. Eric A. Liepins, P.C., is the Debtor's counsel. KHRL GROUP: Trustee Taps Harney Management as Business Consultant ----------------------------------------------------------------- William R. Patterson, the Chapter 11 Trustee of KHRL Group, LLC, and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Harney Management Partners, LLC, as business consultant to the Trustee. The Trustee requires Harney Management to: a. assist the Debtors and its counsel with general matters related to the pending Chapter 11proceedings; b. assist the Debtors with preparation of financial information pertaining to the Debtors' assets, liabilities, cash flows, financial statements, and projections, as required by the Debtors' lenders, potential acquisition parties, and other stakeholders; c. assist in the preparation of a 13-week cash flow forecast and related documentation, to support the successful completion of the Chapter 11 proceedings, as needed; d. assist in the analysis of certain liabilities, including payables, leases, vendor agreements or litigation claims; e. assist in the review financial information exchanged between the Debtors and its creditors, any regulatory agencies, consultants, prospective investors or other third parties, as may be necessary or appropriate; f. assist the Debtors with preparation of any bankruptcy required reporting, including Monthly Operating Reports (MOR), as required; g. provide support for the development of a Plan of Reorganization, sale process and/or other analysis, as needed; h. coordinate with the Trustee and any of the other professionals retained by the Debtors in the Chapter 11 proceedings; and i. provide other services as may be agreed upon between the parties. Harney Management will be paid at these hourly rates: President / EVP $450 to $495 Managing Director $400 to $450 Director/Senior Manager $300 to $350 Manager $250 to $300 Sr. Consultant $175 to $250 Support Staff $80 to $175 Harney Management will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory S. Milligan, a partner at Harney Management Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harney Management can be reached at: Gregory S. Milligan HARNEY MANAGEMENT PARTNERS, LLC 777 S. Post Oak Lane, Suite 1700 Houston, TX 77056 Tel: (713) 805-2343 About KHRL Group Papa Grande Gourmet Foods LLC -- http://garciafoods.com/-- is a producer of a growing line of Mexican food products including tamales, fajitas, chorizo, shredded chicken, picadillo, carne guisada, carnitas, chili, refried beans and rice. Founded in 1956 by Andy Garcia, Papa Grande conducts business under the name Garcia Foods. KHRL Group, LLC, owns the real estate used in the business. KHRL Group and Papa Grande filed voluntary Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. At the time of filing, both Debtors estimated their assets and liabilities under $10 million. The Hon. Ronald B. King is the case judge. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtors' counsel. KHRL GROUP: Trustee Taps SSG Advisors as Investment Banker ---------------------------------------------------------- William R. Patterson, the Chapter 11 Trustee of KHRL Group, LLC, and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ SSG Advisors, LLC, as investment banker to the Trustee. The Trustee requires SSG Advisors to: -- assist in preparing additional documents in connection with the potential sale; -- locate qualified purchasers, assist in guiding the due diligence process, and prequalifying bidders; and -- participate in negotiations for any potential sale, qualifying bidders, conducting an auction of the assets by qualified bidders, and assist with closing. SSG Advisors will be paid as follows: 1. Initial Fee. An initial fee (the "Initial Fee") equal to $20,000, due upon approval of the Bankruptcy Court; 2. Monthly Fees. Monthly fees (the "Monthly Fees") of $20,000 per month. SSG Advisors will credit back 75% of all Monthly Fees paid against any Transaction Fee owed to SSG Advisors by the Debtors; 3. Sale Fee. Upon the consummation of a Sale Transaction to any party, SSG Advisors shall be entitled to a fee (the "Sale Fee"), at and as a condition of closing of such Sale, equal to the greater of (a) $275,000 or (b) 5% of Total Consideration. 4. Financing Fee. Upon the closing of a Financing Transaction to any party, SSG Advisors shall be entitled to a fee ("Financing Fee"), at and as a condition of closing of such Financing equal to the greater of (a) $275,000 or (b) 5% of the committed Financing, regardless of whether the Debtors chose to draw down the full amount of the committed Financing. 5. Restructuring Fee. Upon the closing of a Restructuring Transaction with the consent of TransPecos Banks, SSB, SSG Advisors shall be entitled to a fee ("Restructuring Fee"), at and as a condition of closing of such Restructuring equal to $275,000. SSG Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark E. Chesen, managing director of SSG Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. SSG Advisors can be reached at: Mark E. Chesen SSG ADVISORS, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Tel: (610) 940-1094 About KHRL Group Papa Grande Gourmet Foods LLC -- http://garciafoods.com/-- is a producer of a growing line of Mexican food products including tamales, fajitas, chorizo, shredded chicken, picadillo, carne guisada, carnitas, chili, refried beans and rice. Founded in 1956 by Andy Garcia, Papa Grande conducts business under the name Garcia Foods. KHRL Group, LLC owns the real estate used in the business. KHRL Group and Papa Grande filed voluntary Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. At the time of filing, both Debtors estimated their assets and liabilities under $10 million. The Hon. Ronald B. King is the case judge. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtors' counsel. LAKOTA INC: To Assume Lease With PFK Under Plan ----------------------------------------------- Lakota, Inc., proposes a Chapter 11 plan and accompanying Disclosure Statement proposing that professional fees, the claims of Kensington Bank, and General Unsecured Claims, will be paid in full from primarily income earned through the Debtor's continued operations. The Debtor leases its principal place of business from PFK, an entity that is wholly-owned by the husband of the Debtor's sole shareholder and president. The Debtor has an unpaid balance of $197,000 as of the Petition Date. The Debtor will assume the lease with PFK, with the assumption being effective as of the Effective Date. In exchange for PFK's consent to the assumption and waiver of the right to demand that the Debtor cure its default and deferral of rent until after the Class 2 claims (General Unsecured Claims) have been paid in full, the Debtor will release PFK from all claims and causes of action. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y6yyqzjz from PacerMonitor.com at no charge. Attorneys for the Debtor: COZEN 0' CONNOR Joel D. Nesset 33 South Sixth Street, Minneapolis, MN 55402 Telephone: 612-260-9000 Fax: 612-260-9080 About Lakota Inc. Lakota, Inc. d/b/a Badboyscustom -- http://www.badboyscustom.com-- is in the business of selling, maintaining, repairing, and altering motorcycles. Badboyscustom also offers a plethora of services including storage, trailer rentals, RV and camper rentals, small engine service, motorcycle sales, repair, and upgrades. Lakota, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 19-40377), on February 12, 2019. In the petition signed by CEO Natalya Z. Kelly, Lakota estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Katherine A. Constantine. Lakota is represented by Joel D. Nesset, Esq., at Cozen O'Connor. LAMB WESTON: S&P Raises ICR to BB+ on Sustained Leverage Reduction ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Idaho-based food processing company Lamb Weston Holdings Inc. (Lamb) to 'BB+' from 'BB'. S&P also raised the issue ratings on the company's $833 million senior unsecured notes maturing in 2024 and $833 million senior unsecured notes maturing in 2026 to 'BB+' from 'BB' with an unchanged recovery rating of '3'. The upgrade reflects Lamb's sustained leverage reduction as the company steadily grows EBITDA while generating good discretionary cash flows. The company grew EBITDA for a third consecutive year in fiscal year ended May 31, 2019 while expanding margins by 300 basis points, reflecting price increases and cost efficiencies that have more than offset input cost inflation. The company also generated over $650 million of operating cash flow in fiscal 2019, which it spent on continued growth capital expenditures, an unchanged 27.5% dividend payout, and modest share repurchases to offset stock option dilution. As a result, the company reduced debt to EBITDA to 2.6x from 3.1x a year earlier. Given the company's conservative track record with respect to credit metrics and good organic performance, S&P's base-case forecast does not anticipate a meaningful financial policy-driven weakening of leverage; nevertheless, it is a risk factor especially over the intermediate term given its 3.5-4.0x stated leverage target. The stable outlook reflects S&P's expectation that Lamb Weston will continue to further diversify its business geographically and grow revenues in the mid-single digits with improvement in EBITDA margins leading to leverage maintained below 3x. "We could lower the rating if the company increases debt substantially to fund large acquisitions, resulting in leverage sustained above 3.5x. We could also lower the rating if global macroeconomic conditions weaken materially, resulting in reduced consumer spending leading to deterioration in the company's operating performance and debt leverage sustained above 3.5x," S&P said. "While unlikely in the near-term, we could raise the ratings if Lamb Weston diversifies its revenue streams and reduces its dependence on potato-related revenues while improving and sustaining leverage below 2x," the rating agency said. LASALLE GROUP: UST Makes Clarification Over Committee Appointment ----------------------------------------------------------------- The Office of the U.S. Trustee on Aug. 12 filed an amended notice with the U.S. Bankruptcy Court for the Northern District of Texas, clarifying that the official committee of unsecured creditors appointed on July 3 was only appointed in The LaSalle Group, Inc.'s Chapter 11 case (Case No. 19-31484). The committee was not appointed in the other cases that the company's case is being jointly administered with, according to the U.S. trustee. The members of the committee as of Aug. 12 are: (1) ShaQaz Wilder 200 E. 5th Avenue, Suite 123 Naperville, Illinois 60563 346-917-4240 shaqazw@gmail.com (2) Aracelis Ruffolo 38W401 Sidney Court St. Charles, Illinois 60175 630-890-5282 alice@ruffolo.com (3) Vilora L. Williams 2636 Glenmore Dr. Mesquite. TX 75150 214-448-1580 vlwilliams10@yahoo.com About 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. LGO TRANSPORT: Seeks to Hire Eric Ollason as Counsel ---------------------------------------------------- LGO Transport and Produce, LLC, filed an amended application with the U.S. Bankruptcy Court for the District of Arizona seeking approval to hire the Law Office of Eric Ollason as counsel to the Debtor. LGO Transport requires Eric Ollason to: a) provide the Debtor with legal advice and assistance as to their powers and duties as debtor-in-possession in the continued operation of their affairs; b) provide legal advice and assistance to the Debtor as is necessary to preserve and protect assets, to arrange for a continuation of the working capital and other financing, to prepare all necessary applications, answers, orders, reports and other legal documents; c) appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; d) negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; and e) provide other legal services as may be necessary during the course of the bankruptcy proceedings. Eric Ollason will be paid based upon its normal and usual hourly billing rates. Eric Ollason will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Ollason, a partner of the Law Office of Eric Ollason, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Eric Ollason can be reached at: Eric Ollason, Esq. LAW OFFICE OF ERIC OLLASON 182 North Court Tucson, AZ 85701 Tel: (520) 791-2707 About LGO Transport and Produce LGO Transport and Produce LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-05423) on May 2, 2019, estimating under $1 million in both assets and liabilities. The Law Office of Eric Ollason, led by Eric Ollason, is the Debtor's counsel. LICK INDUSTRIES: Seeks to Hire Osipov Bigelman as Legal Counsel --------------------------------------------------------------- Lick Industries, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Osipov Bigelman, P.C. as legal counsel in its Chapter 11 case. Osipov's hourly rates are: Jeffrey H. Bigelman, Esq. $375 Yuliy Osipov, Esq. $375 Anthony Miller, Esq. $340 Gary Hansz, Esq. $340 Paralegal $125 Yuliy Osipov, Esq., at Osipov Bigelman, disclosed in court filings that the partners and associates of the firm are disinterested pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Yuliy Osipov, Esq. Osipov Bigelman, P.C. 20700 Civic Center Dr., Ste. 420 Southfield, MI 48076 Tel: (248) 663-1800 Fax: (248) 663-1801 Email: yotc_ecf@yahoo.com yo@osbig.com About Lick Industries LLC Based in Royal Oak, Mich., Lick Industries, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-51017) on July 30, 2019, listing under $1 million in both assets and liabilities. Yuliy Osipov, Esq., at Osipov Bigelman, P.C., represents the Debtor as counsel. LOLLI & POPS: Files for Bankruptcy After Being Locked Out of Stores ------------------------------------------------------------------- Becky Yerak, writing for The Wall Street Journal, reported that Lolli & Pops Inc., a San Francisco-based candy retailer with 69 U.S. shops, has filed for bankruptcy after being locked out of about 10% of its stores last week. According to the report, Paxion Capital LP has offered to provide up to $7 million in financing to help the purveyor of sweets to look for a buyer while under bankruptcy protection. The Journal related that Paxion is also a major equity investor in the business, as is Greenoaks Capital Partners LLC. Other shareholders include Riverwood Capital and V-Ten Investments LLC, the Journal added, citing a court filing. The Journal related that since its founding in 2011, Lolli & Pops expanded over the years partly through acquisitions under now-former Chief Executive Officer Sid Gupta. In May 2017, shopping center owner GGP Inc. formed a partnership with Lolli & Pops that would add 30 new locations to company's existing 38 stores, the report said. Brookfield said the retailer had opened 40 locations at its shopping centers since 2017, the Journal added. The Journal, citing court papers, said Lolli & Pops blamed its recent woes on unprofitable deals with landlords; a distribution system that couldn't keep up with a far-flung expansion; and shopping malls, where most of its shops are located, falling out of favor with consumers. Last week, landlords for seven Texas stores and one Idaho location locked out Lolli, the Journal recalled. Lolli & Pops also closed all of its 10 Candyopolis stores in recent days. The company stopped online sales in February, the Journal added. LOOT CRATE: Finalizing Sale Terms with Large Collectibles Seller ---------------------------------------------------------------- Loot Crate Inc., a Los Angeles-based start up that delivers subscribers with crates curated with "geek and gamer products" each month, has sought Chapter 11 protection to stop a cash crunch from forcing closure of the company and to transfer the business to a new owner in less than two months. Loot Crate on Aug. 11, 2019, announced its Chapter 11 filing and said that it has reached a definitive agreement for the sale of substantially all of its assets to Loot Crate Acquisition LLC. According to the statement, the terms of the agreement will be formalized and submitted to the Court later this week. In accordance with Section 363 of the U.S. Bankruptcy Code, other companies will have an opportunity to submit competing offers for the assets. The Company expects the sale to be completed within 45 days. As a young entrepreneur and boyhood fan of video games, comics, science fiction, and other pop culture, Christopher Davis created Loot Crate in 2012. From a small start-up, Loot Crate grew quickly. Since 2012, more than 32 million crates of customized merchandise have been shipped, across the world. Davis presently owns a 50.58% stake in the company. Co-founder Matthew Arevalo owns 20.92%, and a separate entity called Upfront V, L.P., has 10.05%. In order to meet the needs of its rapidly growing customer base, the Debtors needed substantial financing and capital. But the firm defaulted on a loan from Breakwater Management LP in 2017. It was able to refinance the loan with a $21 million term loan from an affiliate of Atalaya Capital in August 2018. Another entity, Money Chest LLC, has now purchased that loan and agreed to provide a $10 million bankruptcy financing to Loot Crate. The Debtors said in court filings they have over $20 million in customer orders for which the Debtors have obtained payment, but for which the Debtors have not shipped goods, when including August 2019. Loot Crate has taken significant steps toward financial health by reducing costs, capital expenditures and working capital needs, and looks forward to the benefits of new ownership. "We have worked diligently to overcome challenges with our capital structure, along with legacy issues the Company has been struggling with for the past 18 months. We are very pleased with our progress from an operational efficiency standpoint, however, the company still faces liquidity issues," CEO Chris Davis said in a press release. "After careful review of a wide range of available options, management determined that a sale of the Company is in the best interests of all parties, including our valued Looters (customers) and employees." Business as Usual Loot Crate received a commitment for up to $10 million in new financing from Money Chest LLC, an investor in the company. These funds coupled with ongoing revenue from subscriptions will be used to maintain normal operations. "During the sale process we will have the financial resources to purchase the goods and services necessary to fulfill our Looters" needs and continue the high-quality service and support they have come to expect from the Loot Crate team," Mr. Davis said in the statement. Mr. Davis also emphasized that employees and customers should not notice any difference in operations as a result of the filing or during the sale process except for the better. "Daily operations will continue as usual, unique and exciting fan items will be purchased, crates will be shipped, and all aspects of the business will go on as before the Chapter 11 filing. Our employees will continue to be paid as usual during this transaction," he said. "This transaction represents good news for our employees, our customers, and our other constituents. It will provide Loot Crate with greater access to the financial resources necessary to continue to prosper and grow. By utilizing the Chapter 11 process, we are able to ensure an expedited and orderly transition," Mr. Davis concluded. Prepetition Marketing Efforts In February of 2019,the Debtors, with support from their prior lender (Midtown Madison Management, LLC, an affiliate of Atalaya Capital Management), engaged FocalPoint Securities, LLC as their investment banker to provide various services, including consideration of all alternatives that might be available to help the Debtors continue their mission. FocalPoint developed a broad list of over 100 potential buyers and investors, which FocalPoint and management believed might have an interest and the financial wherewithal to consummate a transaction with the Debtors. Of the over 100 parties contacted, 31 executed a confidentiality agreement and began to undertake due diligence. Substantial discussions with these parties led to the Debtors' receipt of two initial indications of interest in June/July 2019. However, these indications of interest failed to provide a feasible path forward for the Debtors. Unfortunately, the complexity of the transaction, the uncertainty surrounding eCommerce subscription companies, the amount of the Debtors' funded, trade, and tax debt, and the recent challenges of the Debtors' operations due to liquidity shortfalls, made it difficult to entice investors. On the eve of potential closure, the Debtors were spending substantial time with another potential buyer, Loot Crate Acquisition LLC, an affiliate of Money Chest, LLC, a current noteholder of the Debtors. LCA and Money Chest are also affiliated with an investment group that includes one of the largest and best-run collectible manufacturers and distributors in the world. Over the last two weeks before filing the Chapter 11 Cases, LCA and its professionals engaged in round-the-clock diligence, culminating in a deal that began to be documented on Friday, Aug. 9, 2019. On that date, Money Chest purchased the secured debt owed by the Debtors, known as the "Midtown Loan." As part of that transaction, Midtown advanced several hundred thousand dollars to the Debtors which had been in suspense in the Debtors' controlled bank account, used for critical payments, including final payments to approximately 50 employees that were terminated on Aug. 9 between California and Pennsylvania. This reduction in force was necessary for the Debtors' survival, as it cannot sustain a full-bodied workforce in light of challenging sales and collections -- even with the DIP financing Money Chest is providing. As the Debtors' are finalizing an asset purchase agreement with LCA, the Debtors will also file an application to retain FocalPoint to seek other bids or investors. The Debtors filed a motion requesting that the Court approve bid procedures for the sale of the Debtors' assets. The bid procedures are designed to generate the greatest level of interest and the highest or otherwise best offer for the Debtors' assets, including, without limitation, the Debtors' inventory, accounts receivable, deposits, fixtures, furniture and equipment, customer lists, intellectual property, interests in unexpired contracts and leases and any other available assets. The Debtors propose this timeline for the solicitation of rival bids and the sale process: * Bid Procedures Objection Deadline: Aug. 19, 2019 * Bid Procedures Hearing: Aug. 26, 2019 * Sale Notice/Cure Notice Service: Aug. 27, 2019 * Sale/Cure Objection Deadline: Sept. 9, 2019 * Bid Deadline: Sept. 10, 2019 at 5:00 p.m. (ET) * Auction: Sept. 12, 2019 at 10:00 a.m. (ET) * Adequate Assurance Objection Deadline: Sept. 13, 2019 * Sale Hearing: Sept. 16, 2019 About Loot Crate Founded in 2012, Loot Crate, Inc., is the worldwide leader in fan subscription boxes. Loot Crate partners with industry leaders in entertainment, gaming, sports, and pop culture to deliver monthly themed crates, produce interactive experiences and digital content, and films original video productions. Since 2012, Loot Crate has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate estimated less than $50 million in assets and $50 million to $100 million in liabilities. The Debtors tapped BRYAN CAVE LEIGHTON PAISNER LLP as lead counsel; ROBINSON & COLE LLP as Delaware and conflicts counsel; FOCALPOINT SECURITIES, LLC, as investment banker; PORTAGE POINT PARTNERS as financial advisor; and Mark Palmer of THESEUS STRATEGY GROUP as chief transformation officer. BANKRUPTCY MANAGEMENT SOLUTIONS, INC., d/b/a STRETTO, is the claims agent and maintains the site https://case.stretto.com/lootcrate LUMEE LLC: Committee Seeks to Hire Stoel Rives as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of LuMee LLC seeks authority from the U.S. Bankruptcy Court for the District of Utah to retain Stoel Rives LLP as its legal counsel effective July 22. The committee requires Stoel to: (a) give advice on all legal issues related to the Debtor's Chapter 11 case; (b) advise the committee regarding the terms of any sales of assets or plans of reorganization or liquidation and assist in negotiations with the Debtor and other parties; (c) investigate the Debtor's assets and pre-bankruptcy conduct; (d) analyze the perfection and priority of the liens of the Debtor's alleged secured creditors; (e) prepare all necessary pleadings, motions, reports and other papers; (f) represent the committee in all proceedings in the Debtor's bankruptcy case; and (g) assist the committee in its administration. Stoel's normal hourly billing rates are: Attorneys $280 to $695 Paraprofessionals $170 to $260 Mark Hindley, Esq., and Ellen Ostrow, Esq., the firm's attorneys who will be providing the services, charge $695 per hour and $280 per hour, respectively. Ms. Ostrow, an associate in the law firm of Stoel Rives, disclosed in court filings that neither she nor Stoel has any connections or conflicts of interest with the Debtor, creditors or any other known "party-in-interest." The firm can be reached through: Mark E. Hindley, Esq. Ellen E. Ostrow, Esq. Stoel Rives LLP 201 S Main Street, Suite 1100 Salt Lake City, UT 84111 Tel: 801.328.3131 Fax: 801.578.6999 Email: mark.hindley@stoel.com ellen.ostrow@stoel.com About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures, and sells illuminated smart phone cases and other mobile accesories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor estimated $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, represents the Debtor as counsel. LUX INTOWN: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Lux Intown Property LLC as of Aug. 12, according to a court docket. About Lux Intown Property Lux Intown Property LLC filed a voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-59989) on June 27, 2019. The petition was filed pro se. Judge Paul Baisier presides over the case. MARTIN J. SMITH: $183.5K Sale of Decatur Property to Holland Okayed ------------------------------------------------------------------- Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Martin J. Smith and Laurie B. Smith to sell the house and real estate at 2310 Jade Point Drive, Decatur, Alabama to Holland Holding, LLC for the sum of $183,500. In addition to authorizing the transactions contemplated by the Motion, the Court further finds as follows: (a) All claims of liens and encumbrances including, but not limited to, the mortgage to Compass Bank BBVA, claims of the IRS and other secured creditors of the Debtors or other creditors whose claims could act as liens against the home and property will attach to the proceeds of the sale. (b) Upon consummation of the sale of the Debtors' property as contemplated in the Motion, the Debtors' home and property will be deemed sold to the Buyer free and clear of any such liens, claims or encumbrances. (c) The transactions contemplated by the Motion may be consummated immediately upon the signing or filing of the Order and pursuant to Fed. R. Bankr. P. 6004(g), the sale of the Debtors' home and property as contemplated by the Motion will not be stayed pending the expiration of 14 days from the entry of the Order. The closing attorney is authorized to pay the expenditures set forth as follows: paying the mortgage first, the cost of the closing, the Real Estate Agent and any remaining equity being paid to the IRS. Martin J. Smith sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 08-81504) on May 16, 2008. On Nov. 12, 2014, the Court confirmed the Debtor's Amended Chapter 11 Plan of Reorganization. On April 23, 2015, the Court entered a Final Decree closing the case. MIKE & HENRY: Court Approves Disclosures, Confirms Plan ------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois has issued an order confirming the first amended plan of reorganization filed by Mike & Henry, LLC, and approving the adequacy of the first amended disclosure statement explaining the plan. Michael Buzzelli's objection to approval of the Disclosure Statement is resolved as set forth in the Plan. The Debtor amended the Plan to disclose that it has reached resolution of Mr. Buzzelli's secured claim. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y3w7uvlt from Pacermonitor.com at no charge. The automatic stay is lifted to permit the Debtor to sell the real estate located at 17 West Ogden Avenue, Western Springs, Illinois. About Mike & Henry Mike & Henry, LLC owns a real property where H&H Auto, which provides auto repair service, operates. The property is located at 17 W. Ogden Avenue, Western Springs, Illinois. Mike & Henry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30035) on October 25, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Carol A. Doyle. The Debtor tapped Crane, Simon, Clar & Dan as its legal counsel. MINESEN COMPANY: Hires Snell & Wilmer as Special Counsel -------------------------------------------------------- The Minesen Company, seeks authority from the U.S. Bankruptcy Court for the District of Hawaii to employ Snell & Wilmer L.L.P., as special counsel to the Debtor. Minesen Company requires Snell & Wilmer to assist and provide legal services to the Debtor regarding corporate and contract issues with the U.S. Army Morale, Welfare and Recreation Fund. Snell & Wilmer will be paid based upon its normal and usual hourly billing rates. Within 1 year prior to the petition date, Snell & Wilmer received $347,439 from the Debtor for services rendered. As of the petition date, the Debtor owed Snell & Wilmer the amount of $60,000. Snell & Wilmer will also be reimbursed for reasonable out-of-pocket expenses incurred. Roger C. Cohen, partner of Snell & Wilmer L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Snell & Wilmer can be reached at: Roger C. Cohen, Esq. SNELL & WILMER L.L.P. 1200 Seventeenth Street, Suite 1900 Denver, CO 80202 Tel: (303) 634-2000 Fax: (303) 634-2020 About The Minesen Co. The Minesen Company -- http://www.innatschofield.com/-- owns a transient military lodging facility at Schofield Barracks in central Oahu known as the Inn at Schofield Barracks. Amenities include queen-sized beds, coffee maker, refrigerator, microwave, television, Internet, air conditioning, laundry, and 24-hour convenience store. The Minesen Company dba Inn at Schofield Barracks sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Haw. Case No. 19-00849) on July 4, 2019. In the petition signed by Max Jensen, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $10 million in liabilities. Chuck C. Choi, Esq. at CHOI & ITO represents the Debtor as counsel. Snell & Wilmer L.L.P., is special counsel. MISHTI HOLDINGS: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Mishti Holdings LLC (Lead Case) 19-11813 aka Powell's Sweet Shoppe 111 Ellis Street, floor 5 San Francisco, CA 94102 Lolli and Pops, Inc. 19-11814 Meetha Ventures LLC 19-11815 Business Description: Founded in 2011, the Debtors are owner- operators of upscale retail candy stores primarily located in shopping malls around the country. The Debtors also operate two standalone stores outside of a mall setting: one in Los Gatos, California, and the other in Palm Springs, California. As of the Petition Date, the Debtors own and operate 69 stores under the Lolli & Pops brand throughout the United States, including, but not limited, to California, Colorado, Delaware, Georgia, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, Texas, Utah, Virginia, Washington, and Wisconsin. As of the Petition Date, the Debtors' collective workforce is comprised of 789 employees. Visit https://www.lolliandpops.com for more information. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Derek C. Abbott, Esq. Matthew B. Harvey, Esq. Joseph C. Barsalona II, Esq. Eric W. Moats, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: dabbott@mnat.com mharvey@mnat.com jbarsalona@mnat.com emoats@mnat.com - and - Eric J. Fromme, Esq. THEODORA ORINGHER PC 535 Anton Blvd, Ninth Floor Costa Mesa, CA 92626 Tel: (714) 549-6136 Fax: (714) 549-6201 Email: efromme@tocounsel.com Debtors' Co-General Bankruptcy Counsel: THEODORA ORINGHER PC Debtors' Financial Advisor: GLASSRATNER Debtors' Claims, Noticing & Balloting Agent: DONLIN RECANO https://www.donlinrecano.com/Clients/mishti/Dockets Mishti Holdings' Estimated Assets: $0 to $50,000 Mishti Holdings' Estimated Liabilities: $0 to $50,000 The petitions were signed by Jeff Nerland, chief restructuring officer. A full-text copy of Mishti Holdings' petition is available for free at: http://bankrupt.com/misc/deb19-11813.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. First Republic Bank Bank Loan $7,000,000 111 Pine Street, 9th Floor San Francisco CA 94111 Margaret Mak Tel: (415) 296-3729 Fax: (415) 262-4188 Email: MMak@firstrepublic.com 2. Katerra Renovations LLC Trade Debts $2,931,003 3200 Earhart Drive Carrollton TX 75006 Aaron Liles Tel: 214 223 0994 Email: Aaron.Liles@katerra.com 3. First Source VA Trade Debts $862,539 3612 Lagrange Parkway Toano VA 23168 Loretta Manning Tel: 757-566-5360 ext 3101 Fax: 757-566-5375 Email: Loretta.manning@first-source.com 4. Albanese Confectionery Group Trade Debts $516,674 PO BOX 71885 Chicago IL 60694-1885 Laura Kazdoy Tel: (219) 942-1877 ext. 235 Fax: (219) 942-1855 Email: laurak@albaneseconfectionery.com 5. VH Creations Inc. Trade Debts $393,530 1753 East 5th Street Brooklyn NY 11223 Vivian Hamui Tel: 718-339-0440 Fax: (718) 339-4077 Email: vivian@vhcreations.com 6. Retail Contracting Group, Inc. Trade Debts $386,003 3880 N Laverne Ave, Ste 215 Lake Elmo MN 55042 Jennifer Whelan Tel: 612-246-4062 Fax: (651) 770-9999 Email: jwhelan@retailcontractinggroup.com 7. G&J Holdings Trade Debts $295,052 135 Lundquist Dr Braintree MA 2184 Mike Rogerson Tel: 508-431-5079 Email: miker@candy.com 8. S. Walter Packaging Trade Debts $254,230 P.O. Box 71225 Philadelphia PA 19176-6225 Donna Stevenson Tel: 215-867-8441 Fax: 215-698-7119 Email: dstevenson@swalter.com 9. Ultra-Color Corporation Trade Debts $248,324 658 Fee Fee Rd St. Louis MO 63043 Sue Fazio Tel: (314) 241-0300 Fax: (314) 241-6032 Email: suef@ultracolor.com 10. Horizon Retail Trade Debts $239,783 Construction, Inc. 9999 E. Exploration Court Sturtevant WI 53177 Kay Werk Tel: (262) 638-6000 Fax: 262.865.6111 Email: kayw@horizonretail.com 11. Unlimited Innovations, Inc. Trade Debts $210,313 P.O. Box 26 Plattsmouth NE 68048 Terry Buchholz Tel: (402) 296-9008 Email: terry@unlimitedinnovationsinc.com 12. Debbas Gourmet, LLC Trade Debts $201,961 2794 N. Larkin Ave Fresno CA 93727 Chana Khout Tel: (559) 294-2071 Email: Chana@DebbasGourmet.com 13. Echelon Fine Printing Trade Debts $192,122 ATT: Accounts Receivable 1885 Northway Dr. North Mankato MN 56003 David Silk Tel: 855 426 6631 Fax: 844 628 9749 Email: David@tctaycal.com 14. Triangle Sign & Service LLC Trade Debts $175,791 11 Azar Court PO BOX 24186 Balitimore MD 21227 Stephanie Illiano Tel: (443) 297-5063 Fax: (410) 247-1944 Email: stephanie.illiano@trianglesign.com 15. Pearl Resourcing LLC Trade Debts $137,917 1920 McKinney Ave, Flr. 7 Dallas TX 75201 Emily Anne Page Tel: 619.819.1040 Email: emily@pearlresourcing.net 16. House Sinclair Trade Debts $137,421 2301 East 7th Street, Suite A344 Los Angeles CA 90023 Lilith Ortiz Tel: 213-291-9787 Email: lilith@house-sinclair.com 17. Connor Group Global Professional $134,140 Services, LLC Services Dept 3748 P.O. Box 123748 Dallas TX 75312-3748 Kailey Cole Tel: (650) 300-5101*4423 Email: Kailey.Cole@connorgp.com 18. Tyson's Corner Holdings LLC Trade Debts $126,740 P.O. Box 849554 Los Angeles CA 90084-9554 Rachel Douglas Tel: 424.229.3753 Fax: 310.395.5193 Email: rachel.douglas@macerich.com 19. Le Belge Chocolatiers Trade Debts $120,179 761 Skyway Ct. Napa CA 94558 Ilene Kaufman Tel: 732-746-1014 Fax: 732-746-1314 Email: ikaufman@astorchocolate.com 20. Ravico USA, LLC Trade Debts $114,071 PO Box 19 Riderwood MD 21139 Jamie Fineran Tel: 443-921-8025 Fax: 443-921-8030 Email: Jamie.Fineran@ravicousa.com 21. NOA Brands America Trade Debts $112,980 1460 Overlook Drive Lafayette CO 80026 Michelle Romero Tel: 303.951.2413 Fax: 303-465-6230 Email: mromero@noabrands.com 22. Management Resources Trade Debts $104,315 Systems, Inc. 1907 Baker Road High Point NC 27263 Michael Swaim Tel: 336-861-1960 Fax: 336-861-3065 23. Washington Square Trade Debts $103,785 PPR Washington Square LLC PO BOX 849471 Los Angeles CA 90084-9471 Rachel Douglas Tel: 424.229.3753 Fax: 310.395.5193 Email: rachel.douglas@macerich.com 24. Jordan Creek Town Center Trade Debts $102,348 SDS-12-2423 PO BOX 86 Minneapolis MN 55486-2423 Shane Stover Tel: 312.960.2936 Email: shane.stover@brookfieldpropertiesretail.com 25. Finn Daniels Inc. Trade Debts $99,190 2145 Ford Parkway Suite 301 Saint Paul MN 55116 Sarah Rhein Tel: 651.888.6894 Fax: (651) 690-5545 Email: srhein@finn-daniels.com 26. The Shops at La Cantera Trade Debts $97,070 SDS-12-2532 PO Box 86 Minneapolis MN 55486-2532 Shane Stover Tel: 312.960.2936 Email: shane.stover@brookfieldpropertiesretail.com 27. Garden State Plaza Trade Debts $96,533 PO BOX 56816 Los Angeles CA 90074-6816 Erica Gonzales Tel: (310) 689-2659 Email: erica.gonzales@urw.com 28. Vosges Haut-Chocolat LLC Trade Debts $95,846 Drawer # 2373 P.O. Box 5935 Troy MI 48007-5935 Gabriela Becerra Tel: 888.686.7437 Fax: 773.248.7885 Email: gbecerra@vosgeschocolate.com 29. Willowbrook Mall LLC Trade Debts $91,578 SDS-12-2767 PO Box 86 Minneapolis MN 55486-2767 Shane Stover Tel: 312.960.2936 Email: shane.stover@brookfieldpropertiesretail.com 30. American Wholesale Trade Debts $89,748 Lighting Inc. 1725 Rotan Drive Livermore CA 94551 Bruce Nicholas Tel: 510.252.1088 x218 Fax: 925.371.0491 Email: BNicholas@awlighting.com MITE LLC: Amends Means of Funding Plan Payments ----------------------------------------------- Upon consideration of Mite, LLC's Proposed Disclosure Statement explaining its Chapter 11 Plan, the objections of Sandy Spring Bank, HBW Group, and the U.S. Trustee, the Bankruptcy Court denied approval of the Disclosure Statement with leave to amend. Accordingly, the Debtor filed an amended disclosure statement proposing that the Plan will be funded by income earned by the Debtor. The Debtor's business is largely composed of short term contracts. Clients frequently request the Debtor's services for an event that is set to transpire within a few days, so there are no long term contracts to show the debtor's anticipated revenue. In addition, the debtor is in the process of recertification of its compliance with Jewish dietary laws. Once such recertification is obtained, the debtor anticipates an influx of business. The debtor also plans to recover funds from its two largest obligors, American Friends of Lubavitch and Danziger Kosher. These obligations alone total in excess of $220,000. General unsecured claims are impaired. Each general unsecured creditor will receive semi-annual payments of 2% of the amount claimed in any proof of claim or established by order of Court or by operation of law beginning on the first anniversary of the effective date of the Plan as follows and continuing for the following 47 months, for a total payment of 16% of the amount owed. Classes of Secured Claims: Sandy Spring National Bank: Debtor is current on its payments under this loan, and will continue to make its payments thereunder outside of the Plan. HBW Group: Debtor disputes this debt and intends to file an Objection to the Proof of Claim filed by HBW Group. Priority Unsecured Claims: Comptroller of Maryland: The priority amount claimed by this creditor is $1,133.00. Debtor intends to make this payment on the Effective Date of the Plan. Equity shareholder claims are impaired. The only equity shareholder of Mite, LLC is Rabbi I. David Bacharach, who will not receive any funds under the Plan. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y46zsgxh from PacerMonitor.com at no charge. Attorneys for the Debtor: David J. Kaminow, Esq. INMAN KAMINOW, P.C. 410 W. Patrick Street Frederick, MD 21701 301-315-9400 dkaminow@kamlaw.net About Mite, LLC Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-19966) on July 27, 2018. In the petition signed by I. David Bacharach, managing member, the Debtor estimated under $50,000 assets and under $1 million in liabilities. The Debtor is represented by David J. Kaminow, Esq., at Inman Kaminow, P.C. MMM DIVERSIFIED: Oct. 8 Plan Confirmation Hearing ------------------------------------------------- Judge Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona has considered the third amended disclosure statement explaining the third amended plan of reorganization filed by MMM Diversified, LLC, and has determined that the Disclosure Statement contains adequate information to allow creditors to make informed decisions regarding the Plan. Accordingly, the Disclosure Statement is approved. The hearing on the Disclosure Statement scheduled for July 31 was vacated. The Court will consider whether to confirm the Plan at a hearing on October 8, 2019, at 11:00 a.m. Any party desiring to object to confirmation of the Plan must file a written objection with the Court two weeks prior to the confirmation hearing. To be timely, a completed ballot must be delivered two weeks prior to the confirmation hearing. About MMM Diversified MMM Diversified, LLC, is an Arizona limited liability company. The business of the Debtor is buying, renting and selling real property. The real property presently owned by the Debtor is residential. MMM Diversified sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10976) on Sept. 23, 2016. The petition was signed by Michael F. Sprinkle, managing member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor is represented by Carmichael & Powell P.C. No official committee of unsecured creditors has been appointed in the Debtor's case. MONTE IDILIO: Hires Carlos Quintana Santiago as Accountant ---------------------------------------------------------- Monte Idilio, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Carlos Quintana Santiago, as accountant to the Debtor. Monte Idilio requires Carlos Quintana Santiago to: a. reconcile financial information to assist the Debtor in the preparation of monthly operating reports; b. assist in the reconciliation and clarification of proofs of claims filed; and c. consult financial services for the preparation of supporting financial documents for the Disclosure Statement and the Chapter 11 Plan of Reorganization. Carlos Quintana Santiago will be paid at these hourly rates: Accountants $125 Staff Accountants $50 Support Personnel $30 Carlos Quintana Santiago will also be reimbursed for reasonable out-of-pocket expenses incurred. Carlos Quintana Santiago assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carlos Quintana Santiago can be reached at: Carlos Quintana Santiago P.O. Box 604, Road 104 Mayaguez, PR 00682-7714 Tel: (787) 805-3700 Fax: (787) 805-3750 E-mail: cqs@cpanetpr.com About Monte Idilio Monte Idilio Inc., based in Hormigueros, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-03828) on July 1, 2019. In the petition signed by Wilmer Tacoronte Negron, administrator, the Debtor disclosed $1,300,000 in assets and $2,777,793 in liabilities. The Hon. Edward A. Godoy oversees the case. Damaris Quinones Vargas, Esq., at LCDA Damaris Quinones, and Jose F. Cardona, Esq., serve as the Debtor's bankruptcy attorneys. MRS. G'S LOUNGE: Seeks to Hire Scura Wigfield as Counsel -------------------------------------------------------- Mrs. G's Lounge & Restaurant, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Scura Wigfield Heyer & Stevens, LLP, as counsel to the Debtor. Mrs. G's Lounge requires Scura Wigfield to: -- give advice to the Debtor regarding its powers and duties as Debtor in the operation of its business; -- represent the Debtor in bankruptcy matters and adversary proceedings; and -- perform all legal service for the Debtor which may be necessary. Scura Wigfield will be paid at these hourly rates: Partners $425 Associates $375 Paralegals $175 Scura Wigfield will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Stevens, a partner at Scura Wigfield, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scura Wigfield can be reached at: David L. Stevens, Esq. SCURA WIGFIELD HEYER & STEVENS, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: (973) 696-8391 About Mrs. G's Lounge Mrs. G's Lounge & Restaurant, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-23883) on July 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David L. Stevens, Esq., at Scura Wigfield Heyer & Stevens, LLP. NELSON-WADE MANAGEMENT: Seeks to Hire Rountree & Leitman as Counsel ------------------------------------------------------------------- Nelson-Wade Management, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rountree & Leitman, LLC as its legal counsel. Nelson-Wade requires Rountree to: a. give the Debtor legal advice with respect to its powers and duties in the management of its property; b. prepare necessary schedules, applications motions, answers, orders, reports and other legal documents; c. assist in the examination of the claims of creditors; d. assist in the formulation, preparation and implementation of a plan of reorganization; e. provide all other legal services that may be necessary. Rountree Leitman's standard hourly rates are: William Rountree Attorney $425 David Klein Attorney $350 Sam Tzoberi Attorney $395 Alexandra Dishun Attorney $395 Benjamin R. Keck Attorney $295 Sharon Wenger Paralegal $120 The Debtor paid a retainer of $20,000 to Rountree Leitman. William Rountree, Esq., a partner at Rountree Leitman, attests that his firm has no connection with the creditors or any other "party in interest." The firm can be reached through: William A. Rountree Rountree, Leitman & Klein, LLC 2800 North Druid Hills Road Building B, Suite 100 Atlanta, GA 30329 Phone: (404) 584-1244 Fax : (404) 581-5038 Email: wrountree@randllaw.com About Nelson-Wade Management Based in Grayson, Ga., Nelson-Wade Management, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60132) on June 28, 2019, listing under $1 million in both assets and liabilities. The case is assigned to Judge Lisa Ritchey Craig. NOVA CHEMICALS: S&P Affirms 'BB+' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its ratings on NOVA Chemicals Corp. including its 'BB+' issuer credit rating on the company. The rating affirmation reflects S&P's expectation that, despite current weak market conditions, NOVA will generate credit measures supportive of the current rating. Prices for ethylene and PE have weakened materially due to oversupply and uncertainty surrounding the U.S.-China trade war, which is expected to result in weaker cash flows than previously anticipated. Elevated capital spending and the potential for an unplanned increase in the settlement payment to Dow Chemical Co. following the litigation outcome have also weakened S&P's near-term cash flow and leverage metrics for the company. Nevertheless, S&P expects prices for both ethylene and PE to moderately rebound beyond 2019. In addition, the rating agency believes NOVA's discretionary spending, specifically its dividend payments to the parent, Mamoura Diversified Global Holding PJSC, will remain within generated cash flow. Despite the near-term challenges that S&P factors into its base-case scenario, the rating agency believes there is considerable cushion in its projected cash-flow metrics over its 2019-2021 cash-flow forecast period. The stable outlook reflects S&P's expectation that the company's adjusted FFO-to-debt ratio will be weak in 2019, but improve thereafter based on the rating agency's expectation for a modest rebound in ethylene and PE prices. The outlook also incorporates S&P's expectation that NOVA will limit its discretionary spending, specifically its dividend payments to its parent, within generated cash flow. "We could take a negative rating action if NOVA's three-year, weighted-average adjusted FFO-to-debt weakens below 25%, with limited prospects for improvement. We believe this could result from continuing deterioration in product prices or additional litigation payments to Dow," S&P said, adding that a negative rating action could result from a change in NOVA's ownership, if that change adversely affected the company's overall credit profile "Although unlikely in the near term, we could raise the rating if NOVA expands the scope of its operations. We believe this could result from execution of the company's growth initiatives while maintaining strong profitability," S&P said. "We could also consider an upgrade if NOVA generates and sustains a weighted-average FFO-to-debt of more than 45%. In our opinion, a material improvement of NOVA's cash flow and leverage metrics would adequately compensate for the company's relatively narrow operational scope, and support a 'BBB-' rating," the rating agency said. NYMD GREEN: Seeks to Hire Berger Fischoff as Attorney ----------------------------------------------------- NYMD Green Lake, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger Fischoff Shumer Wexler & Goodman, LLP, as attorney to the Debtor. NYMD Green requires Berger Fischoff to: a. provide legal advice with respect to the powers and duties of the Debtor-in-Possession in the continued management of its business and property; b. represent the Debtor before the Bankruptcy Court and at all hearings on matters pertaining to its affairs, as Debtor- in-Possession, including prosecuting and defending litigated matters as they may arise during the Chapter 11 case; c. advise and assist the Debtor in the preparation and negotiation of a Plan of Reorganization with its creditors; d. prepare all necessary or desirable applications, answers, orders, reports, documents and other legal papers; and e. perform all other legal services for the Debtor which may be desirable and necessary. Berger Fischoff will be paid at these hourly rates: Partners $425 to $575 Associates $315 to $400 Paralegals $185 Berger Fischoff will be paid a retainer in the amount of $15,000, plus $1,717 filing fee. Berger Fischoff will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary C. Fischoff, a partner at Berger Fischoff, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Berger Fischoff can be reached at: Gary C. Fischoff, Esq. BERGER FISCHOFF SHUMER WEXLER & GOODMAN, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Tel: (516) 747-1136 E-mail: gfischoff@sfbblaw.com About NYMD Green Lake NYMD Green Lake, LLC, based in Jamaica, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. _19-43460) on June 5, 2019. In the petition signed by Henry Andrade, vice president, the Debtor disclosed $3,990,372 in assets and $1,588,677 in liabilities. The Hon. Elizabeth S. Stong oversees the case. Gary C. Fischoff, Esq., at Berger Fischoff, serves as bankruptcy counsel to the Debtor. OKLAHOMA MERGE: Case Summary & 15 Unsecured Creditors ----------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Oklahoma Merge, LP 19-11808 3710 Rawlins Street, Suite 1100 Dallas, TX 75219 Oklahoma Merge Midstream, LP 19-11809 Oklahoma River Basin, LP 19-11811 3710 Rawlins Street, Suite 1100 Dallas, TX 75219 Business Description: Each of the Debtors is an affiliate of PWR Oil & Gas General Partners, Inc. and PWR Invest, LP, companies engaged in the oil and gas business. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. John T. Dorsey Debtors' Counsel: PRONSKE & KATHMAN, P.C. Debtors' Local and Co-Counsel: Kevin G. Collins, Esq. BARNES & THORNBURG LLP 1000 N. West Street, Suite 1500 Wilmington, DE 19801 Tel: 302-300-3455 Fax: 302-300-3456 Email: kevin.collins@btlaw.com Debtors' Restructuring Advisor: FTI CONSULTING, INC. Oklahoma Merge's Estimated Assets: $10 million to $50 million Oklahoma Merge's Estimated Liabilities: $50 million to $100 million Oklahoma River Basin's Estimated Assets: $100,000 to $500,000 Oklahoma River Basin's Estimated Liabilities: $0 to $50,000 The petitions were signed by Mark H. Reed, director, PWR Oil & Gas General Partners, Inc., general partner. Full-text copies of two of the Debtors' petitions are available for free at: http://bankrupt.com/misc/deb19-11808.pdf http://bankrupt.com/misc/deb19-11811.pdf A. List of Oklahoma Merge's 15 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Gaedeke Holdings VII, Ltd. Loan $19,912,695 3710 Rawlins Street, Suite 1100 Dallas, TX 75219 Tel: (214) 273-3330 Email: energy@gaedeke.com 2. Gaedeke Oil Gas Operating, LLC Trade $642,824 3710 Rawlins Street, Suite 1100 Tel: (214) 273-3330 Email: energy@gaedeke.com 3. Roan Resources Trade $397,418 14701 Hertz Quail Springs Parkway Oklahoma City, OK 73134 Tel: (405) 896-8002 Email: jib@roanresources.com 4. Grande Oil & Gas Inc. Trade $224,515 P.O. Box 2514 Edmond, OK 73087 Tel: (405) 348-8135 Email: al.grande@coxinet.net 5. Jones Energy, LLC Trade $54,855 807 Las Cimas Parkwayn, Suite 350 Austin, TX 78746 Tel: (512) 328-2953 Email: ap@jonesenergy.com 6. Phillips Murrah P.C. Professional $22,412 101 N. Robinson Services Oklahoma City, OK 73102 Tel: (405) 235-4100 7. Continental Resources, Inc. Trade $19,317 P.O. Box 952724 Oklahoma City, OK 73126 Tel: (405) 234-9000 Email: diana.salgado@clr.com 8. Merrill Corporation Professional $14,746 P.O. Box 74007252 Services Chicago, IL 60674-7252 Tel: (888) 867-0309 9. Mahaffey & Gore, P.C. Professional $13,732 300 Northeast First Street Services Oklahoma City, OK 73104-4004 Tel: (405) 306-0478 10. Newfield Exploration Mid- Trade $12,893 Continent, Inc. 4 Waterway Square Place, Suite 100 The Woodlands, TX Tel: (866) 269-0281 Email: cchadwick@cimarex.com 11. Cimarex Energy Co. Trade $7,033 4023 Solutions Center Chicago, IL 60677 Email: cchadwick@cimarex.com 12. Latham & Watkins LLP Professional $5,639 811 Main Street, Suite 370 Services Houston, TX 77002 Tel: (713) 546-5400 13. Marathon Oil Co. Trade $2,089 P.O. Box 732309 Dallas, TX 75373 Tel: (866) 925-6093 Email: mkulkarni@marathonoil.com 14. Echo E&P, LLC Trade $454 3817 NW Expressway, Suite 840 Oklahoma City, OK 73112 Tel: (833) 387-6705 Email: jib.inquiry@echo-ep.com 15. Red Rock Oil & Gas Trade $329 Operating, LLC 1141 N. Robinson, Suite 301 Oklahoma City, OK 73103 B. List of Oklahoma River Basin's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Sundown Energy, LP Vendor Unknown 16400 Dallas Parkway, Suite 100 Dallas, TX 75248 2. Eland Energy, Inc. Vendor Unknown P.O. Box 671755 Dallas, TX 75257-1755 ORCHARD HILLS: Hires Fletcher & Company as Appraiser ---------------------------------------------------- Orchard Hills Baptist Church, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Fletcher & Company, Inc., as Fletcher & Company, Inc., as appraiser to the Debtor, Orchard Hills requires Fletcher & Company to appraise the Debtor's real property located at 171 Gordon Road, Newnan, Georgia 30263. Fletcher & Company will be paid a flat fee of $3,000 for the services rendered. The Firm will charge an hourly rate of $250 to $300 for testimony. Fletcher & Company will also be reimbursed for reasonable out-of-pocket expenses incurred. Ken Fletcher, founding partner of Fletcher & Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fletcher & Company can be reached at: Ken Fletcher FLETCHER & COMPANY, INC. 122 W. Solomon Street Griffin, GA 30224 Tel: (770) 227-4008 Fax: (770) 227-7329 About Orchard Hills Baptist Church Orchard Hills Baptist Church, Inc., a religious organization based in Newnan, Ga., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-10897) on May 7, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. PAINTSVILLE INVESTORS: Aug. 15 Plan Confirmation Hearing -------------------------------------------------------- At a status hearing conducted on July 31, 2019, counsel for Paintsville Investors, LLC, advised the Bankruptcy Court that parties have substantially concluded discussions and negotiations of issues raised by various objections to confirmation of the Debtor's Amended Chapter 11 Plan. Accordingly, the Court ordered the Debtor to promptly file any amended plan, continued the pending objections to confirmation of the Amended Chapter 11 Plan, and will convene a hearing at 9:00 a.m. on August 15, 2019, to consider the objections and the confirmation of the Plan. The Second Amended Plan provided that the total amount of the Class 1 Allowed Secured Claim of X-Caliber Capital Corp. is $8,909,890 instead of $8,814,372 as disclosed in the previous Plan. The Debtor and X-Caliber will submit a request to HUD at a mutually agreeable time after the Effective Date seeking to modify the Note to reduce the rate of interest and/or extend the term of the Note. Pursuant to the agreement of HUD and X-Caliber, the Reorganized Debtor will resume monthly payments of $8,531 into the Reserve for Replacement escrow beginning 24 months from the expiration of the prior suspension (August 1, 2018). At the end of the 24 months, the Debtor will resumes monthly deposits into the Reserve for Replacement account in accordance with the Regulatory Agreement. As of September 11, 2018, X-Caliber held the sum of $191,712 in the Reserve for Replacement account. To the extent that the Debtor uses any funds in the Reserve for Replacement account during the Suspension Period (which requires HUD approval in the ordinary course), all such amounts should be restored to the Reserve for Replacement account after the end of the Suspension Period. The Debtor will not make any distributions to the Owners, from surplus cash or otherwise, during the Suspension Period. The Debtor also shall not make any distributions from surplus cash after the Suspension Period that may have arisen or accrued during the Suspension Period, but rather will deposit any such monies in the Reserve for Replacement account. Following the Suspension Period, the Debtor will be permitted to request that it be allowed to make distributions to the Owners from surplus cash that arise from operations that month (i.e., the first month after the Suspension Period) and in following months. In considering a request to distribute surplus cash, X-Caliber and HUD may evaluate the sufficiency of the balance in the Reserve for Replacement account at that time. The Second Amended Plan also modified the Reorganized Debtor's obligation to obtain and maintain liability insurance for its long term care and independent living facilities. A redlined version of the Amended Plan is available at https://tinyurl.com/y69o4kpy from PacerMonitor.com at no charge. About Paintsville Investors Mountain Manor of Paintsville -- http://mountainmanorofpaintsville.com/-- is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. Paintsville Investors, LLC, doing business as Mountain Manor of Paintsville, doing business as Buckingham Place, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. In the petition signed by Franklin D. Fitzpatrick, trustee, manager, the Debtor disclosed $7.01 million in total assets and $9.81 million in total debt. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC; and Providence Health Group, LLC, serves as its management consultant. PAYLESS HOLDINGS: $35K Sale of Sacramento Property to Duong Okayed ------------------------------------------------------------------ Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the Eastern District of Missouri authorized Payless Holdings, LLC and affiliates to sell the real property commonly known as 5095 Stockton Boulevard, Sacramento, California to Jennifer Duong for $35,000. The Debtors are authorized to enter into the Purchase Agreement. The sale is free and clear of all Encumbrances. Any Encumbrances on the Property will be satisfied or will attach to the proceeds of the sale. The terms and conditions of the Order will be immediately effective and enforceable upon its entry. The stay otherwise imposed by Bankruptcy Rule 6004(h) is waived. No later than two business days after the date of the entry of the Order, the Debtors will serve a copy of the Order on the Notice Parties and will file a certificate of service no later than 24 hours after service. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Payless_Holdings_145_Order.pdf About Payless Holdings Payless -- http://www.payless.com-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Guggenheim Securities LLC as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. PAYLESS HOLDINGS: Committee Taps Back Bay Management as Consultant ------------------------------------------------------------------ The official committee of unsecured creditors of Payless Holdings LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to retain Back Bay Management Corporation and its division, The Michel-Shaked Group, as expert consultant and Dr. Israel Shaked as expert witness nunc pro tunc to July 30. The committee requires the firm and its managing director Dr. Shaked to: a. provide expert consulting services and expert testimony regarding the proposed plan of reorganization of Payless Holdings and its affiliates, the valuation of their business and any litigation arising in their bankruptcy cases; b. assist in the preparation of affidavits or declarations, depositions and briefing in the Debtors' cases; and c. prepare for deposition and provide court testimony. The firm charges $175 per hour for paraprofessionals and $850 per hour for managing directors. Dr. Shaked and Brad Orelowitz, the firm's senior vice president, charge $850 per hour and $625 per hour, respectively. Dr. Shaked disclosed in court filings that the firm and its personnel do not have any connection with the Debtors, creditors or other "parties in interest." The firm can be reached at: Dr. Israel Shaked Back Bay Management Corporation 2 Park Plaza, Suite 500 Boston, MA 02116 Tel: 617 426 4455 Fax: 617 426 6555 About Payless Holdings Founded in 1956 in Topeka, Kansas, Payless -- https://www.payless.com -- is an American footwear retailer selling shoes and accessories for women, men, girls, and boys. It has 3,400 stores in more than 40 countries. Payless operates through its three business segments (North America, Latin America, and franchise stores), producing approximately 110 million pairs of shoes per year across the world. It also operates an e-commerce business through which it sells goods online at www.payless.com and Amazon. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 19-40883) on February 18, 2019. At the time of the filing, the Debtors had estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. The cases have been assigned to Judge Kathy A. Surratt-States. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as financial advisor and investment banker; and Prime Clerk LLC as notice, claims and balloting agent. Cassels Brock & Blackwell LLP serves as counsel in the CCAA proceedings while Seward & Kissel LLP serves as counsel for the Debtors' independent managers. PROVIDENT OKLAHOMA: S&P Cuts 2017 Bond Ratings to 'CC' From 'BB' ---------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Oklahoma Development Finance Authority's tax-exempt series 2017A and taxable series 2017B revenue bonds, issued for Provident Oklahoma Education Resources Inc. (POER), La., to 'CC' from 'BB'. The outlook remains negative. The sole member of POER is Provident Resources Group Inc. Provident Oklahoma Education Resources Inc. is an Oklahoma nonprofit corporation established for the purpose of developing, constructing, owning and operating a new 1,219 bed residential mixed-use facility and parking garage project on the University of Oklahoma's (OU or the university) main Norman campus, which opened in fall 2018. "The multi-notch downgrade is due to insufficient project revenues to fund debt service and the draw on the debt service reserve fund (DSRF) for the Aug. 1, 2019, debt service payment," said S&P Global Ratings credit analyst Bobbi Gajwani. Last year, prior to the completion of the project in August 2018, S&P lowered the rating to 'BB' with a negative outlook due to low initial occupancy, which necessitated reduction in rental rates that rendered the project unsustainable over the long-term absent of extraordinary intervention by project participants, namely POER and the University of Oklahoma. In S&P's view, despite repeated efforts by POER to partner with the university to facilitate increased occupancy, university cooperation and support has deteriorated. Continued low projected 30% occupancy for the upcoming academic year 2019-2020 coupled with the recent scaling back of the university's agreement to lease all commercial and parking space for about $6 million annually render the project financially unviable, thereby triggering the current multi-notch downgrade." QUAD/GRAPHICS INC: S&P Affirms 'BB-' ICR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings affirmed its ratings on Sussex, Wisc.-based commercial printer Quad/Graphics Inc. to reflect its belief that the company will pursue voluntary debt reduction by using excess cash flow to lower leverage in line with the current 'BB-' issuer credit rating. Quad has terminated its proposed acquisition of LSC Communications Inc. and fully drawn its term loan A to retire its term loan B and pay down its revolver balance, which maintains leverage above S&P's 3.5x ratings threshold. The rating on Quad reflects its significant exposure to the challenging commercial printing industry, the need for continual operating cost optimization as the industry faces secular declines and significant price competition, and elevated leverage above 3.5x. The company's significant scale as the second-largest U.S. commercial printer, its diversification into marketing services, and its track record of managing leverage in line with EBITDA declines somewhat offset these factors. "The negative outlook reflects the risk that Quad's leverage could remain elevated above our 3.5x rating threshold over the next 12 months following Quad's failed attempt to acquire LSC. In our view, declining industry fundamentals and challenging cost management conditions heighten the risk that Quad's free cash flow after debt repayment may be insufficient to reduce debt over the next 12 months," S&P said. "We could lower the issuer credit rating if we expect Quad's leverage to remain above 3.5x or its free operating cash flow (FOCF) to debt to remain below 15% for a prolonged period. This could result from a delay or inability to pay down debt due to accelerating organic revenue declines or EBITDA margin declines in the second half of 2019, which is seasonally the company's most profitable period," the rating agency said. S&P added that it could lower the rating if the company's debt covenant cushion declines below 15% or if it pursues significant debt-funded acquisitions or shareholder-friendly initiatives. "We could revise the outlook to stable if the company successfully pays down debt over the next 12 months such that we believe leverage will remain comfortably below 3.5x. Under this scenario we would expect stable EBITDA margins, prudent operating expenditure management, and the use of substantially all free cash flow after dividend payments for debt repayment," S&P said. QUANTUM TRANSPORTATION: Hires SVN Imperial as Real Estate Broker ---------------------------------------------------------------- Quantum Transportation, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ SVN Imperial Realty, as real estate broker to the Debtor. Quantum Transportation requires SVN Imperial to market and sell the Debtors' real property located at and known as 4242 Lonat Drive, Northampton County, Nazareth, Pennsylvania. SVN Imperial will be paid a commission of 6% of the sales price. Amy Hawley, associate broker of SVN Imperial Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. SVN Imperial can be reached at: Amy Hawley SVN IMPERIAL REALTY 1611 Pond, Suite 200 Allentown, PA 18104 Tel: (484) 245-1000 About Quantum Transportation Quantum Transportation, LLC, is a transportation provider for dry bulk commodities, liquid chemicals, dump transportation and truckload deliveries. Quantum Transportation and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 19-02063) on May 13, 2019. At the time of the filing, the Debtor estimated assets of $1 million and $10 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Henry W. Van Eck. The Debtor is represented by Cunningham, Chernicoff & Warshawsky, P.C. R.R. DONNELLEY: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' rating on U.S. commercial printer R.R. Donnelley & Sons Co. (RRD) to reflect its view that the company continues to pursue steps to lower leverage such as using international cash balances and asset sale proceeds to repay debt. The rating on RRD reflects its participation in the highly competitive U.S. commercial print industry, its low EBITDA margins, poor cash flow generation, and sustained high leverage. Notwithstanding, these factors are somewhat offset by product and service diversification, S&P's expectation for debt repayment from cash repatriation and asset sales, and manageable debt maturities over the next two years. S&P said, "The negative outlook reflects our opinion that RRD's adjusted leverage above the 5x area is high given the structural headwinds in the commercial printing industry and that there is minimal margin for additional leverage at the current 'B' rating. It also reflects the risk that weaker-than-expected operating performance, greater cost pressures, or slower-than-expected debt repayments could keep leverage above 5x. "We could lower our issuer credit rating on RRD if we expect leverage to remain above 5x or adjusted FOCF to debt to remain below 5%. This scenario could result from single-digit-percent revenue declines and poor EBITDA margin performance in the second half of 2019, which is seasonally the company's most profitable period. We could also consider a downgrade if the company pursues debt-financed acquisitions, share buybacks or increases its dividends. "We could revise our outlook back to stable once we are confident that the company will decrease its leverage to below 5x and grow its FOCF to debt well above 5% on a sustained basis. This could result from organic single-digit-percent revenue growth, expanding adjusted EBITDA margins, or significant debt prepayment." ROBUST LLC: Seeks to Hire Carmody MacDonald as Counsel ------------------------------------------------------ Robust, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Carmody MacDonald P.C., as counsel to the Debtor. Robust, LLC requires Carmody MacDonald to: a. advise the Debtor with respect to its rights, power and duties in the bankruptcy case; b. assist and advise the Debtor in its consultations with any appointed committee relative to the administration of the case; c. assist the Debtor in analyzing the claims of creditors and negotiating with such creditors; d. assist the Debtor with investigation of the assets, liabilities and financial condition of Debtor and reorganizing Debtor's business in order to maximize the value of the Debtor's assets for the benefit of all creditors; e. advise the Debtor in connection with the sale of assets or business; f. assist the Debtor in its analysis of and negotiation with any appointed committee or any third party concerning matters related to, among other things, the terms of a plan of reorganization; g. assist and advise the Debtor with respect to any communications with the general creditor body regarding significant matters in this case; h. commence and prosecute necessary and appropriate actions and proceedings on behalf of the Debtor; i. review, analyze or prepare, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports, schedules, pleadings and other documents; j. represent the Debtor at all hearings and other proceedings; k. confer with other professional advisors retained by the Debtor in providing advice to Debtor; l. perform all other necessary legal services in this case as may be requested by the Debtor in this Chapter 11 proceeding; and m. assist and advise the Debtor regarding pending arbitration and litigation matters in which the Debtor may be involved, including continued prosecution or defense of actions and negotiations on the Debtor's behalf. Carmody MacDonald will be paid at these hourly rates: Partners $295 to $385 Associates $240 to $275 Paralegals $155 to $195 As of the Petition Date, Carmody MacDonald has been paid the sum of $4,122 for services performed prior to the petition date. Carmody MacDonald will also be reimbursed for reasonable out-of-pocket expenses incurred. Spencer P. Desai, a partner at Carmody MacDonald, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carmody MacDonald can be reached at: Spencer P. Desai, Esq. CARMODY MACDONALD P.C. 120 S. Central Avenue, Suite 1800 St. Louis, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: spd@carmodymacdonald.com About Robust, LLC Robust, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mo. Case No. 19-44377) on July 15, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Spencer P. Desai, Esq., at Carmody MacDonald. SANCHEZ ENERGY: Moody's Lowers CFR to Ca, Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded Sanchez Energy Corporation's Probability of Default Rating to D-PD from Caa1-PD, its Corporate Family Rating to Ca from Caa1, senior unsecured notes to C from Caa2 and its senior secured first lien notes to Caa1 from B2. The outlook remains negative. These actions follow Sanchez Energy's August 11, 2019 announcement that it had filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Downgrades: Issuer: Sanchez Energy Corporation Probability of Default Rating, Downgraded to D-PD from Caa1-PD Corporate Family Rating, Downgraded to Ca from Caa1 Senior Secured Notes, Downgraded to Caa1 (LGD2) from B2 (LGD2) Senior Unsecured Notes, Downgraded to C (LGD5) from Caa2 (LGD4) Outlook Actions: Issuer: Sanchez Energy Corporation Outlook, Remains Negative RATINGS RATIONALE The Chapter 11 bankruptcy filing has resulted in a downgrade of Sanchez Energy's PDR to D-PD. Moody's also downgraded Sanchez Energy's CFR to Ca, its senior unsecured notes to C and its senior secured first lien to Caa1, reflecting Moody's view on potential recoveries. Shortly following this rating action, Moody's will withdraw all Sanchez Energy's ratings. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Sanchez Energy Corporation is an independent E&P company with its principal focus on the Eagle Ford Shale in South Texas. SEARS HOLDINGS: Indenture Trustee Objects to Confirmation of Plan ----------------------------------------------------------------- Wilmington Trust National Association, as indenture trustee objects to the confirmation of Sears Holding Corporation and affiliates' joint modified second amended chapter 11 plan of liquidation. Wilmington Trust complains that the Debtors fail to sufficiently justify their reason(s) for entering into their settlement with the PBGC providing for substantive consolidation given that the parties originally reached an agreement that prohibited substantive consolidation. The initial plan did not provide for substantive consolidation and the Plan will revert to an unconsolidated plan in the event the court does not approve the Plan Settlement. It is difficult to understand how substantive consolidation could be necessary if the Plan can revert to an unconsolidated plan if the Court does not approve the Plan Settlement. The Debtors cannot bypass the Second Circuit's standard for evaluating substantive consolidation by incorporating substantive consolidation into a "settlement," particularly with the PBGC Settlement. Alternatively, if the Court were to find the Debtors satisfied either of the Second Circuit's two disjunctive factors required for substantive consolidation, the Debtors still would not be justified in substantively consolidating their estates due to the inequitable treatment and undue prejudice that substantive consolidation would pose on Debtors' remaining creditors. In addition, PBGC's classification and settlement unfairly discriminates against other creditors and is not reasonable. Wilmington Trust also asserts that the Plan has not been proposed in good faith and violates public policy. A copy of Wilmington Trust's Objection is available at https://tinyurl.com/y4v5u4kr from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that PBGC will receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, subject to Section 9.2(a)(viii) of the Plan, PBGC's Pro Rata share of (w) Kmart WA Guarantee General Unsecured Liquidating Trust Interests; (x) Kmart WA Guarantee Specified Unsecured Liquidating Trust Interests; (y) the General Unsecured Liquidating Trust Interests; and (z) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against Kmart of Washington LLC. A full-text copy of the Modified Second Amended Disclosure Statement dated July 9, 2019, is available at https://tinyurl.com/y4uwv3ba from PacerMonitor.com at no charge. A redlined version of Modified Second Amended Disclosure Statement dated July 9, 2019, is available at the https://tinyurl.com/y4cqzvs2 from Prime Clerk at no charge. 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. SELECTA BIOSCIENCES: Incurs $16.4 Million Net Loss in 2nd Quarter ----------------------------------------------------------------- Selecta Biosciences, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $16.39 million on $13,000 of grant and collaboration revenue for the three months ended June 30, 2019, compared to a net loss of $18.79 million on $0 of grant and collaboration revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $28.46 million on $23,000 of grant and collaboration revenue compared to a net loss of $34.68 million on $0 of grant and collaboration revenue for the same period last year. As of June 30, 2019, the Company had $46.94 million in total assets, $46.89 million in total liabilities, and $56,000 in total stockholders' equity. "Our gene therapy program has gained a lot of momentum, most notably with our new strategic partnership with AskBio, which will combine our ImmTOR platform technology with AskBio's AAV technology and know-how. We believe this partnership will allow us to develop a robust pipeline of products that can potentially be re-dosed and offer patients a new treatment paradigm in areas of high unmet need," said Carsten Brunn, Ph.D., president and CEO of Selecta. "We are also pleased that the COMPARE trial continues to actively enroll patients, and we look forward to differentiating SEL-212 compared to the current FDA-approved uricase therapy in adult patients with chronic refractory gout. We believe the clinical profile of SEL-212, along with its more convenient monthly dosing, makes it a compelling product for patients and their providers and represents a very large market opportunity of over $1.0 billion." Recent Highlights and Anticipated Upcoming Milestones Chronic Refractory Gout Program: * COMPARE Clinical Trial of SEL-212 vs. Krystexxa Enrolling Patients: In March 2019, Selecta initiated a six-month head- to-head clinical trial (COMPARE) designed to evaluate the superiority of its lead product candidate, SEL-212 (ImmTOR + Pegadricase), compared to Krystexxa, the current U.S. Food and Drug Administration (FDA)-approved uricase therapy, in adult patients with chronic refractory gout. The COMPARE trial, which is currently enrolling patients, is expected to enroll 150 patients, and the primary endpoint is the maintenance of serum uric acid (sUA) levels of SEPCO CORP: U.S. Trustee Objects to Disclosure Statement -------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 9, objects to Sepco Corporation's Motion for an Order Approving (I) the Disclosure Statement; (II) the Solicitation and Voting Procedures; (III) Forms of Ballots; (IV) Deadlines and Procedures to File Objections to the Disclosure Statement and the Plan; (V) a Hearing Date to Consider Confirmation of the Plan; and (VI) the Form, Scope, and Manner of Notice of the Plan and Confirmation Hearing regarding the Debtor's Disclosure Statement With Respect to the First Amended Plan of Reorganization. The U.S. Trustee points out that a disclosure statement must include sufficient information to apprise creditors of the risks and financial consequences of the proposed plan. The U.S. Trustee further points out that the disclosure statement must inform the average creditor as to what it is going to get and when, and what contingencies there are that might intervene. The U.S. Trustee complains that the Disclosure Statement neither explains nor mentions that the Trust is authorized to pay numerous claims that would be of negligible vale in the non-bankruptcy tort system and thereby will reduce the amount available for claimants with serious medical conditions caused by the Debtor. According to the U.S. Trustee, the Debtor's Plan lacks an adequate means for implementation because terms of the Trust contain inadequate safeguards to prevent the payment of fraudulent claims, including both claims submitted to the Trust and claims in other proceedings. The U.S. Trustee asserts that the Plan cannot be confirmed because it does not disclose the identity and affiliation of the person who will be serving as Delaware Trustee. The U.S. Trustee points out that the Disclosure Statement does not include adequate information to permit holders of a claim or interests to make informed judgments regarding the Plan and should not be approved. About Sepco Corporation Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016. The petition was signed by Richard J. Szekelyi as chief restructuring officer. At the time of filing, the Debtor had estimated assets and liabilities ranging from $10 million to $50 million each. Buckley King, LPA represents the Debtor as counsel. The Debtor employed Kurtzman Carson Consultants LLC as its notice, balloting, and claims agent. The case has been assigned to Judge Alan M. Koschik. Daniel M. McDermott, the United States Trustee for Region 9, appointed seven creditors to serve on the committee of asbestos claimants, namely: (1) Thomas P. Glembocki; (2) Raymond Grzywinski; (3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6) Harry David Tift; and (7) Patrick M. Walsh. The Official Committee of Asbestos Claimants in the bankruptcy case of Sepco Corporation retained Caplin & Drysdale, Chartered, as its counsel and Brouse McDowell, A Legal Professional Association, as its Ohio co-counsel, and Gilbert LLP as its special counsel. Lawrence Fitzpatrick, the Future Claimants' Representatives of Sepco Corporation, has retained Young Conaway Stargatt & Taylor, LLP, as his bankruptcy counsel; and Black McCuskey Souers & Arbaugh Co., LPA, as his Ohio counsel. SLIDEBELTS INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: SlideBelts Inc. dba SlideBelts dba SlideBelts by Brig Taylor 5272 Robert J. Mathews Pkwy El Dorado Hills, CA 95762 Business Description: SlideBelts Inc. is an e-commerce apparel and emerging wearable technology company offering leather belts, canvas belts, hats, fingerless gloves, and more. The Company's products are available on http://www.slidebelts.com,Amazon, eBay, and in select retail shops. Chapter 11 Petition Date: August 12, 2019 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 19-25064 Judge: Hon. Fredrick E. Clement Debtor's Counsel: Brian M. Rothschild, Esq. Grace S. Pusavat, Esq. (PHV Application pending) Michael R. Brown, Esq. (PHV Application pending) PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 Tel: 801.532.1234 Fax: 801.536.6111 E-mail: Brothschild@parsonsbehle.com GPusavat@parsonsbehle.com MBrown@parsonsbehle.com ECF@parsonsbehle.com Total Assets as of August 12, 2019: $5,181,151 Total Debts as of August 12, 2019: $7,115,000 The petition was signed by Brig Taylor, president and CEO. 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/caeb19-25064.pdf SODAKCO LLC: Seeks to Hire Keech Law Firm as Attorney ----------------------------------------------------- Sodakco, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Keech Law Firm, PA, as attorney to the Debtor. Sodakco, LLC requires Keech Law Firm to: -- represent the Debtor with regard to the filing of its Chapter 11 petition and schedules and in the prosecution of its Chapter 11 case with respect to Debtor's powers and duties as a Debtor-in-Possession; and -- perform all legal services for the Debtor which may be necessary in connection with the Debtor's Chapter 11 case. Keech Law Firm will be paid at these hourly rates: Kevin P. Keech $350 Associate Attorneys $250 Paralegals $150 Legal Assistants $125 Keech Law Firm will be paid a retainer in the amount of $15,000. Keech Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin P. Keech, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Keech Law Firm can be reached at: Kevin P. Keech, Esq. Emily J. Reynolds, Esq. KEECH LAW FIRM, PA 2011 Broadway Avenue Little Rock, AK 72206 Tel: (501) 221-3200 Fax: (501) 221-3201 E-mail: kkeech@keechlawfirm.com ejreynolds@keechlawfirm.com About Sodakco LLC Sodakco, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 19-13682) on July 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin P. Keech, Esq., at Keech Law Firm, PA. SS&C TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'BB' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on SS&C Technologies Holdings Inc., a global provider of financial services software and services, and revised the outlook to stable from negative. S&P said, "The outlook revision reflects our view of SS&C's successful integration of its 2018 acquisitions, its cost savings realization in 2019 (primarily from the April 16, 2018 DST acquisition), and strong FOCF, which we expect will lead to leverage declining to the mid-4x area by the end of fiscal 2019. Given the partial contribution of Eze and Intralinks (acquisitions made on Oct. 1, 2018 and Nov. 6, 2018 respectively) to SS&C's trailing 12 month EBITDA, we expect continuing EBITDA growth despite the revenue headwinds impacting each business—lower trading volumes (Eze) and less merger and acquisition activity (Intralinks). While management has guided 2019 revenue lower in its two most recent earnings calls, the revised 1.7% organic revenue growth is in line with our forecasts and we do not view SS&C as having any systemic issues with its core offerings. The nearly 350 basis point (bps) improvement in our adjusted trailing 12 month EBITDA margins since the December 2018 quarter provides validation of the company's cost synergy realization, and should enable FOCF of around $900 million in 2019." "The stable outlook reflects our view that SS&C has successfully integrated its 2018 acquisitions and achieved planned synergies with no major disruption to its business. In addition, SS&C has utilized its strong FOCF to repay debt, and we expect 2019 leverage to improve to the mid-4x area." "We could lower our rating on SS&C if through future debt-funded acquisitions, its leverage continues to exceed 5x on an trailing-12-months "actual" basis and, in our opinion, will remain there for the foreseeable future through future mergers and acquistions (M&A). The decision to lower the rating would be irrespective of our expectation that pro forma leverage will decline below 5x over the following 12 months, as we would consider this behavior inconsistent with our current views on financial policy. We could lower the rating through a revision to our assessment of the company's financial policy, as it has shown its continued willingness to operate with leverage sustained above 5x." "An upgrade is unlikely over the next 12 months. Over time, we could raise the rating if the business continues to gain scale and operates with leverage below 3.5x while publicly committing to a financial policy of operating at this level, on an equivalent company calculated basis." STEELFUSION CLINICAL: Hires Cohen & Grigsby as Special Counsel -------------------------------------------------------------- Steelfusion Clinical Toxicology Laboratory, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Cohen & Grigsby, P.C., as special counsel to the Debtor. Steelfusion Clinical requires Cohen & Grigsby to represent the Debtor in connection with general corporate matters, and such additional matters for which we may agree in writing to provide representation in the future. Cohen & Grigsby will be paid at these hourly rates: Directors $315 to $640 Associates $235 to $360 Cohen & Grigsby will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew H. Clark, a partner at Cohen & Grigsby, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cohen & Grigsby can be reached at: Matthew H. Clark, Esq. COHEN & GRIGSBY, P.C. 625 Liberty Avenue Pittsburgh, PA 15222-2152 Tel: (412) 297-4900 About Steelfusion Clinical SteelFusion Clinical Toxicology Laboratory, LLC, is a medical laboratory in Monessen, Pennsylvania, that provides forensic and clinical toxicology laboratory services. SteelFusion sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24112) on Oct. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The Debtor tapped Robert H. Slone, Esq., at Mahady & Mahady, as its legal counsel; and Cohen & Grigsby, P.C., as special counsel. SURREAL PROPERTIES: Unsecureds to Get 70% Under Liquidation Plan ---------------------------------------------------------------- Surreal Properties, Inc., filed an amended disclosure statement in support of its chapter 11 plan of liquidation. Under the latest plan, unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 70 cents on the dollar. This Plan also provides for the payment of all claims, including administrative and priority claims, upon the sale of the property at 600 Flagstaff Rd. Jim Thorpe, Pennsylvania. The plan also discloses that in the event that Debtor is unable to sell the asset(s) at reasonable value sufficient to effectuate the Plan within nine months of the Effective Date of the Plan, any secured creditor will be free to immediately exercise any and all state law rights and remedies against the property at 600 Flagstaff Rd., Jim Thorpe, Pennsylvania, including without limitation, foreclosure upon, and sale of, the property, all without application to the Court, or notice to debtor, debtor's counsel, or other interested parties. Further, any creditor or class of creditors can request the case be reopened, request the Plan be modified, request the case converted, or request relief from the automatic stay or the injunctions contained within the Plan. Debtor and its principals are prohibited from contesting (in any manner whatsoever) the Jim Thorpe Neighborhood Bank foreclosure judgments against the Flagstaff Road Property, Jim Thorpe Neighborhood Bank's sheriff sale of the Flagstaff Road Property, or any other state court remedies of Jim Thorpe Neighborhood Bank if the Flagstaff Road Property is not sold within the prescribed 9 month period. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y4ptzzqy from Pacermonnitor.com at no charge. About Surreal Properties Based in Jim Thorpe, Pennsylvania, Surreal Properties, Inc., aka Flagstaff Ballroom, a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)) owning a property located at 600 Flagstaff Rd., in Jim Thorpe, Pennsylvania, filed a voluntary Chapter 11 Petition (Bankr. M.D.Pa. Case No. 19-00600) on February 12, 2019, and is represented by Patrick James Best, Esq., at ARM Lawyers, in Stroudsburg, Pennsylvania. The case is assigned to Hon. Robert N. Opel II. At the time of filing, the Debtor had assets totaling $2,000,000 and liabilities totaling $1,385,498. The petition was signed by Timothy R. Markley, president. SYMANTEC CORP: S&P Places 'BB+' Issuer Credit Rating on Watch Neg. ------------------------------------------------------------------ S&P Global Ratings placed its 'BB+' issuer credit rating and all issue-level ratings on Symantec Corp. on CreditWatch with negative implications. The CreditWatch placement follows Symantec's announcement that it plans to sell its enterprise security business to Broadcom for $10.7 billion, or $8.2 billion net of taxes. Although the segment generated only a small portion of the company's consolidated EBITDA, S&P believes that the combination of moderately lower EBITDA and higher shareholder returns post-close may raise Symantec's adjusted leverage over 3x for a sustained period. S&P said, "We will monitor developments related to the proposed transaction, including required approvals. We will conduct a detailed review of post-close business strategies, associated separation and restructuring charges, capital structure, and ongoing financial policy. We expect to resolve our CreditWatch no later than the close of this transaction, and do not expect that a downgrade, if any, would be more than one notch." TECNICENTROS MUNDIAL: Unsecureds to Get 6% from $100K Carve-out --------------------------------------------------------------- Tecnicentros Mundial, Inc., filed a Chapter 11 plan and accompanying Disclosure Statement proposing that Holders of Allowed General Unsecured Claims will be paid in full satisfaction of their claim, on the Effective Date, approximately 6% thereof, from a $100,000 carve out to be reserved for this Class from the proceeds of the sale of Debtor's assets. Class 1 Oriental Bank Claims are impaired. Oriental Bank's deficiency claim, estimated in $2,239,00 will be treated as a General Unsecured Claim under Class 3, entitled to vote, but not receiving dividends under such Class. The feasibility of the Plan rests primarily in the sale of Debtor's assets, the financing agreement to be entered into by Debtor's affiliate, and the collection of Debtor's accounts receivable. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/yxm3wp6y from PacerMonitor.com at no charge. Attorney for the Debtor: William Vidal Carvajal, Esq. William Vidal Carvajal Law Office, P.S.C. MCS Plaza, Suite 801 Ponce de Leon Ave. Tel.: 787-764-6867 Fax: 787-764-6496 E-mail: william.m.vidal@gmail.com About Tecnicentros Mundial Based in San Juan, Puerto Rico, Tecnicentros Mundial, Inc., a distributor of tires and tubes for passenger and commercial vehicles, filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-04471) on August 6, 2019, and is represented by William Vidal Carvajal, Esq., in San Juan, Puerto Rico. The case is assigned to Hon. Enrique S. Lamoutte Inclan. The Debtor's financial consultant is Luis Carrasquillo, CPA. At the time of filing, the Debtor had total assets of $3,459,283 and total liabilities of $8,891,276. The petition was signed by Jacklin Tirado Rivera, vice-president. TENET HEALTHCARE: Moody's Rates New 2026/2027 1st Lien Notes 'Ba3' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Tenet Healthcare Corporation's new senior secured first lien notes due 2026 and 2027. There is no change to Tenet's existing B2 Corporate Family Rating, B2-PD Probability of Default Rating, or Ba3 ratings on Tenet's existing senior secured first and second lien debt. Additionally, there is no change to the Caa1 rating on the unsecured notes or the Speculative Grade Liquidity Rating of SGL-2. The outlook is stable. Proceeds from the $4.2 billion of new senior secured first lien notes will be used, in combination with cash and an ABL revolver draw, to repay the company's existing senior secured first lien notes maturing in 2020 and 2021 and fund transaction-related fees and expenses. The first lien notes will be secured by a first priority pledge of the capital stock of Tenet's domestic subsidiaries and benefit from guarantees provided by domestic hospital subsidiaries. However, the notes lack a pledge of subsidiary assets, resulting in a weak collateral package. Following is a summary of Moody's rating actions: Ratings assigned: Tenet Healthcare Corporation Senior secured first lien notes due 2026 at Ba3 (LGD 3) Senior secured first lien notes due 2027 at Ba3 (LGD 3) The rating outlook is stable. RATINGS RATIONALE Tenet's B2 Corporate Family Rating is primarily constrained by the company's high financial leverage. Tenet's free cash flow after minority interest payments is modest relative to debt. The rating is also constrained by several industry-wide headwinds including weak volume trends and cost inflation. Further, there is event risk tied to the presence of an activist investor. The rating is supported by Tenet's significant scale and good diversity. The company is well diversified by state and payor. Tenet's ambulatory surgery and revenue cycle management businesses add business diversity and will benefit from longer-term trends that favor services being done on an outpatient basis. Tenet's revenue cycle management business, Conifer, is expected to be spun-off in 2021. The stable outlook reflects Moody's view that Tenet will delever during 2019-2020 and be able to reduce debt/EBITDA to around 6.0 times by the end of 2020. Tenet's ratings could be downgraded if the company faces operational challenges or fails to achieve its planned cost savings. Further, the divestiture of Conifer without debt repayment, or the pursuit of share repurchases or shareholder distributions could result in a downgrade. More specifically, the ratings could be downgraded if debt/EBITDA is sustained above 6.5 times. Finally, the ratings could also be downgraded if the company's liquidity weakens. The ratings could be upgraded if Tenet can realize the benefits from its recent cost and operating initiatives, including increased profit margins. Further, the ratings could be upgraded if the company realizes improved cash flow and interest coverage metrics. If Moody's expects debt/EBITDA to be sustained below 5.5 times, the ratings could be upgraded. Tenet, headquartered in Dallas, Texas, is one of the largest healthcare providers by revenue in the US. The company operates 65 hospitals, 23 surgical specialty hospitals and approximately 470 outpatient surgical centers in the US. Tenet also owns a revenue-cycle management business, called Conifer. Revenues for the last twelve months ended June 30, 2019 were in excess of $18 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ULTIMATE BRANDS: Seeks to Hire Jordan River as Financial Advisor ---------------------------------------------------------------- Ultimate Brands Inc. seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Jordan River Associates, LLC as its financial advisor for corporate restructuring effective Aug. 1. The firm will provide corporate advice on budget and financials, restructuring with debtor-in-possession financing, and restructuring through the sale of corporate assets. Jordan River will receive $10,000 per month for its services. The firm will also receive a commission in the amount of $50,000 upon completion of the Debtor's corporate restructuring, with an additional $50,000 bonus if the transaction is completed within the first three months of the Debtor's filing. Jordan River is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: Bryan Guadagno Jordan River Associates, LLC 20310 Boggy Ford Road Austin, TX 78645 Tel: 732-829-0418 Email: bjguadagno@gmail.com About Ultimate Brands Inc. Ultimate Brands Inc. is a franchisor of 18|8 Fine Men's Salons, Griff's Ace Grooming & Shave Bars, and True Solutions for Thinning Hair. Ultimate Brands filed a Chapter 11 petition (Bankr C.D. Cal. Case No. 19-12516) on June 28, 2019. In the petition signed by Scott Griffiths, chief executive officer, the Debtor estimated $3,003,000 in assets and $6,339,840 in liabilities. Julie J. Villalobos, Esq., at Oak Tree Law represents the Debtor as counsel. Judge Theodor Albert presides over the case. VEGAS199.COM LLC: Hires NORELF Financial as Accountant ------------------------------------------------------ Vegas199.com, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ NORELF, LLC, d/b/a NORELF Financial Services, as accountant to the Debtor. Vegas199.com, LLC requires NORELF Financial to: a. provide accounting, bookkeeping, and record keeping services; b. maintain current bank records and bank reconciliations in respect of Debtor's activities; c. assist in the preparation of 1099s; d. prepare daily commission payroll and weekly revenue reconciliation reports; e. prepare reports, including monthly operating reports, as necessary and any other duties reasonably requested; and f. prepare required tax returns for the local taxing authorities and the Internal Revenue Service; NORELF Financial will be paid at the hourly rate of $80. NORELF Financial will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey F. Morris, a partner at NORELF, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. NORELF Financial can be reached at: Jeffrey F. Morris NORELF, LLC d/b/a NORELF Financial Services 266 Single Petal Street Henderson, NV 89074-8786 Tel: (702) 278-2282 About Vegas199.com LLC Vegas199.com, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 19-13720-mkn) on June 11, 2019, disclosing under $1 million in both assets and liabilities. The Debtor hired Larson Zirzow & Kaplan, LLC, as counsel. WHITEWATER/EVERGREEN: Files Chapter 11 Plan of Liquidation ---------------------------------------------------------- Whitewater/Evergreen Operations, LLC; SWD, LLC; EFSWD 1, LLC; PH Grinders, LLC; and Six Pack Energy, LLC, filed a Chapter 11 plan of liquidation and accompanying Disclosure Statement. On or about January 14, 2019, the Debtors sold their remaining interests in the Fowlerton Salt Water Disposal Well and Cheapside Salt Water Disposal Well and received cash for the asset sale. The proceeds of the sale paid to the Debtors totaled $2,908,686. The sale proceeds were allocated as follows: Whitewater/Evergreen $1,592,500 SWD, LLC $17,985 EFSDW 1, LLC $1,196,044 PH Grinders $17,985 Six Pack Energy $35,971 Misc. penalties $48,199 Class 4: General Unsecured Claims are impaired. Each holder of an Allowed General Unsecured Claim will have the option to elect on its Ballot to: (a) indefeasibly receive, on a Debtor-by-Debtor basis, (l) its Pro Rata share of Liquidating Trust Interests and (2) a Distribution shared Pro Rata with holders of Class 3 Claims of the Effective Date Cash as set forth in Section 7.1(b) of the Plan, or (b) treat its Allowed General Unsecured Claim as a Convenience Class Claim in Class 5 by releasing any Claims it holds in excess of $3,000. Class 3: HBC Whitewater Claims are impaired. Each Allowed HBC Whitewater Claim, HBC will indefeasibly receive: (x) its Pro Rata share of Liquidating Trust Interests and (y) a Distribution shared Pro Rata with holders of Class 4 Claims of the Effective Date Cash as set forth in Section 7.1 (b) of the Plan. The Liquidating Trustee will make subsequent indefeasible Pro Rata Cash Distributions of Net Proceeds to HBC to the extent of the Allowed Amount of its Allowed HBC Whitewater Claims in accordance with the Liquidating Trust Agreement and Article VII of the Plan. Class 6: Section 510(b) Claims are impaired. Each holder of an Allowed Section 510(b) Claim will receive, on a Debtor-by-Debtor basis, its Pro Rata share of Liquidating Trust Interests. Class 7: Interests are impaired. Holders of Interests in the Debtors will not be entitled to receive any Distributions or retain any property under the Plan or from the Liquidating Trust on account of such Interests. On the Effective Date, all Interests of the Debtors will be cancelled, terminated, and extinguished; provided, however, that except for extinguishing their Interests, nothing in the Plan will affect or impair any such Interest holder's defenses or rights of setoff against any Person. The Plan Proponents believe the Plan is feasible based upon the requirements of the Plan. Based upon the results of the Well sale and the fact that most of the proceeds are held in the registry of the Court, the Debtors expect to have sufficient Cash on hand on the Effective Date to meet all payments due at that time, or shortly thereafter, depending upon the timing of Claim allowance. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y436kvpx from PacerMonitor.com at no charge. Attorney for the Debtors: Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 Telecopy: (303) 832-1510 About Whitewater/Evergreen Operations Whitewater/Evergreen Operations, LLC owns 50% interest in Fowlerton Salt Water Disposal Well. EFSWD 1 has 43% ownership interest in Cheapside Salt Water Disposal Well. SWD, LLC has 37% ownership interest in EFSWD 1. Whitewater/Evergreen Operations, LLC, (Bankr. D. Colo. Case No. 18-14535), SWD, LLC, (Bankr. D. Colo. Case No. 18-14537) and EFSWD 1, LLC (Bankr. D. Colo. Case No. 18-14542) filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code on May 24, 2018. Another affiliate, PH Grinders, LLC, filed for Chapter 11 (Case No. 18-14696) on May 30, 2018. The petitions were signed by Ben R. Doud, as their manager. The proceedings are jointly administered under Whitewater/Evergreen's case. The cases are assigned to the Hon. Kimberley H. Tyson. Whitewater/Evergreen Operations disclosed $8 million in assets against $11.6 million in liabilities as of the bankruptcy filing. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as the Debtors' counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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