/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191024.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, October 24, 2019, Vol. 23, No. 296 Headlines 10827 STUDEBAKER: Plan and Disclosure Statement Due Feb. 20 3409 FLAGLER: Voluntary Chapter 11 Case Summary A NEW START: Trustee to Pay Remaining Employees on Hourly Basis A. MANOS SERVICES: Taps M. Vincent Pazienza as Legal Counsel AB KITCHEN CABINETS: Employs Jay Collins as Financial Advisor ALL INTERNATIONAL: Hires Hajjar Peters as Bankruptcy Counsel AMAGAZI LLC: Seeks to Hire Margaret M. McClure as Legal Counsel BAGELS N' CREAM: Seeks to Hire Sklar Smith-Sklar as Legal Counsel BARKATH PROPERTIES: Seeks to Hire O. Allan Fridman as Counsel BARNEYS NEW YORK: Schulte Roth Updates on Benefit Funds BAY CIRCLE: Final Approval for Nelson Mullins Employment Sought BOSS OYSTER: Seeks to Hire Berkshire Hathaway as Broker BOSTON SURFACE RAILROAD: Hires Tamposi Law as Counsel CAMELOT UK: S&P Alters Outlook to Stable on Debt Refinancing CANWEL BUILDING: DBRS Confirms B(high) Rating on Sr. Unsec. Notes CAPITAL TRUST: Moody's Rates $14.2MM Series 2019A Bonds 'Ba2' CELADON GROUP: Further Amends Term & Revolving Loan Agreements CHARLES RIVER: S&P Rates New Unsecured Bonds 'BB' CIRCOR INTERNATIONAL: S&P Cuts ICR to 'B' on Reduced Business Scale CLINTON NURSERIES: Unsecured Creditors to Recover 4% in 10 Years DELTA AIR: S&P Rates New Senior Unsecured Notes 'BB+' DESIGN REFRIGERATION: Seeks to Hire Van Horn Law Group as Counsel DESTINATION MATERNITY: Files for Chapter 11 to Pursue Sale DESTINATION MATERNITY: To Close 148 of 436 Store Locations DWS CLOTHING TOO LLC: Unsecured Creditors to Get 5% in 5 Years EAST BROADWAY: Hires Carey Group as Special Counsel ELLSWORTH HANSEN: Seeks to Hire Miller & Miller as Attorney EMPOWER PAYMENTS: S&P Assigns 'B-' ICR; Outlook Stable EP ENERGY: Seeks Court Approval to Hire FTI, Appoint CRO EP ENERGY: Seeks to Hire Evercore Group as Financial Advisor EP ENERGY: Seeks to Hire Ordinary Course Professionals EP ENERGY: Seeks to Hire Weil Gotshal as Legal Counsel EP ENERGY: U.S. Trustee Forms 4-Member Committee FALLS AT AUSTIN: Case Summary & 2 Unsecured Creditors FIRESTAR DIAMOND: Trustee Files Corrected Disclosure Statement FLY LEASING: S&P Raises ICR to 'BB' on Improved Credit Metrics FRICTIONLESS WORLD: Sherman, K&L Gates Represent 3 Chinese Entities FTE NETWORKS: Receives Noncompliance Notice from NYSE American GENUINE FINANCIAL: S&P Alters Outlook to Neg., Affirms 'B' ICR GEORGE WASHINGTON BRIDGE: Taps Houlihan Lokey as Financial Advisor GEORGE WASHINGTON BRIDGE: Taps Kreisberg as Special Counsel HAPPY ENDINGS: Hires Cunningham Chernicoff as Counsel HAPPY FACES: Seeks to Hire Linda L. Baker as Accountant HERITAGE GENERAL: Case Summary & 18 Unsecured Creditors HIGH RIDGE BRANDS: S&P Cuts ICR to 'D' on Missed Debt Payments HIGHWAY VENTURES: S&P Assigns 'B' ICR; Outlook Stable HUDBAY MINERALS: S&P Cuts ICR to 'B' on Weaker Cash Flow Prospects INDIGO NATURAL: S&P Raises Unsecured Notes Rating to 'BB-' INSIGNIA TECHNOLOGY: Equity to Be Sold for $7.1 Million INSIGNIA TECHNOLOGY: Wins Approval of Chapter 11 Plan ITINERIS EARLY COLLEGE: S&P Assigns 'BB' Issuer Credit Rating JANE STREET: S&P Rates $2BB Senior Secured Term Loan 'BB-' KAISER GYPSUM: Debtors' Plan Moves Forward; TIE's Rejected KB HOME: S&P Rates $300MM Senior Unsecured Notes 'BB-' KBR INC: S&P Raises ICR to 'BB-' on Strengthened Business KDO INDUSTRIES: U.S. Trustee Unable to Appoint Committee LAKELAND HOLDINGS: S&P Lowers ICR to 'B-' on Term Loan Add-On LIFE PARTNERS: Former Plan Trustee Opposes Audit Request LSC COMMUNICATIONS: Stockholders Elect Eight Directors M BRANDS LLC: Seeks to Hire Morton McGoldrick as Attorney MANICURED WOMAN: Taps Anthony D. Nini as Accountant MCP REAL ESTATE: Hearing on Plan & Outline Continued to Nov. 20 MIAMI METALS I: Amended Plan Support Agreement Approved MOUNTAIN RIDGE GOLF: Voluntary Chapter 11 Case Summary NAUGHTON PLUMBING: U.S. Trustee Unable to Appoint Committee NCR AUTO CORES: Case Summary & 7 Unsecured Creditors NETFLIX INC: S&P Rates New $2BB Senior Unsecured Notes 'BB-' NEXUS BUYER: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable NN INC: S&P Affirms 'B' ICR, Alters Outlook to Stable NSA INTERNATIONAL: S&P Lowers ICR to 'B-'; Outlook Negative PALM COAST CAPITAL: Seeks to Hire Brian K. McMahon as Counsel PES HOLDINGS: Targeting January Confirmation of Plan PG&E CORPORATION: Hires Munger Tolles as Special Counsel PG&E CORPORATION: Subrogation Claim Holders Group Update Holdings PREMIER EXHIBITIONS: Unsec. Creditors' Recovery Hiked to 70% PREMIERE EXHIBITIONS: Says Voting Creditors Have Accepted Plan PT INTERMEDIATE III: Moody's Withdraws B3 CFR on Debt Refinancing REAGOR-DYKES MOTORS: Seeks to Hire Special Litigation Attorneys RENTPATH LLC: Moody's Lowers CFR to Caa3, Outlook Negative ROCKY MOUNTAIN: Moody's Rates $42.8MM Series 2019 Rev. Bonds Ba1 SAAD MARKETING: Taps Galloway Wettermark as Bankruptcy Attorneys SAGINAW PREPARATORY ACADEMY: S&P Cuts Revenue Bond Rating to 'B' SAM KANE BEEF: Court Confirms Chapter 11 Plan SANA INDUSTRIES: Amended Cash Flow Statement Filed SANA INDUSTRIES: Hires Cohen Baldinger as Counsel SHOPFACTORYDIRECT INC: To Seek Plan Confirmation on Nov. 14 STAR CHAIN: U.S. Trustee Forms 3-Member Committee STELCO INC: S&P Withdraws B- Issuer Credit Rating; Outlook Stable SUNCOAST ARCADE: January 13 Plan Filing Deadline Set SUPERMARKETS PLUS: Hires Ast & Schmidt as Attorney TORIKADE INC: Wins Approval of Second Amended Plan TROY LANGSTON: Hires Stephen H. Jones as Attorney TSC DORSEY RUN: Oct. 28 HEaring on Debtor's Plan & Disclosures TSC SNOWDEN: Taps Trialliance as Real Estate Broker VEROBLUE FARMS: FishDish Appeal from Confirmation Order Tossed VETERINARY CARE: Petitioning Creditors Seek Ch. 11 Trustee WANSDOWN PROPERTIES: Seeks to Hire Blank Rome as Special Counsel WANSDOWN PROPERTIES: Seeks to Hire Rubin as Legal Counsel WESCO AIRCRAFT: S&P Puts 'B' ICR on Watch Neg. on Pattonair Merger WITCHEY ENTERPRISES: Amended Disclosures to Resolve PIC Objection Y&M RENTAL PROPERTY: Trustee Hires James E. Salven as Accountant Y&M RENTAL PROPERTY: Trustee Seeks to Hire Hefner Stark as Counsel [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 10827 STUDEBAKER: Plan and Disclosure Statement Due Feb. 20 ----------------------------------------------------------- In the chapter 11 case of 10827 Studebaker LLC, the U.S. Bankruptcy Court for the Central District of California conducted a status conference on Oct. 17, 2019. Based upon the Chapter 11 status report filed on behalf of the Debtor and/or oral argument and representations made by counsel for the parties at the status conference, Judge Erithe Smith has ordered that: * The Status Conference is continued to April 9, 2020 at 10:30 a.m. The Debtor will file an updated status report and serve a copy of the same upon the United States Trustee not later than March 19, 2020, unless a plan and disclosure statement have been timely filed, in which case the requirement of a status report will be waived. * Jan. 17, 2020, will be fixed as the last date by which proofs of claim and interest shall be filed. The Debtor will serve notice of the last date to file proof of claims. * The Debtor will file its plan of reorganization and disclosure statement on or before Feb. 20, 2020. The failure of the Debtors to file a plan and disclosure statement by such date may result in the dismissal or conversion of this case upon the submission of a declaration by the U.S. Trustee indicating the Debtors' non-compliance with this provision. About 10827 Studebaker 10827 Studebaker LLC, which is primarily engaged in renting and leasing real estate properties, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-13242) on Aug. 21, 2019. The Debtor was estimated to have assets and liabilities of $1 million to $10 million as of the bankruptcy filing. The Hon. Erithe A. Smith is the case judge. SULMEYERKUPETZ is the Debtor's counsel. 3409 FLAGLER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 3409 Flagler, LLC 205 Worth Ave Palm Beach, FL 33480 Business Description: 3409 Flagler, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns a single family home located at located at 3409 South Flagler Drive, West Palm Beach FL, 33405 having a comparable sale value of $3.90 million. Chapter 11 Petition Date: October 22, 2019 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 19-24155 Judge: Hon. Erik P. Kimball Debtor's Counsel: David L. Merrill, Esq. THE ASSOCIATES 1525 Prosperity Farms Road, Suite B West Palm Beach, FL 33403 Tel: (561) 877-1111 E-mail: dlmerrill@theassociates.com dlm@theassociates.com Total Assets: $3,900,000 Total Liabilities: $2,480,278 The petition was signed by Anand Patel, 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/flsb19-24155.pdf A NEW START: Trustee to Pay Remaining Employees on Hourly Basis --------------------------------------------------------------- As of the bankruptcy filing, A New Start Incorporated had 40 employees. The Chapter 11 trustee in the bankruptcy case is in the process of winding down the business affairs of the Debtor and transferring patients to other facilities. The Trustee is reducing staffing levels to those employees whose services are necessary to assist the Trustee with the completion of the wind down. At the end of September 2019, the Debtor will have only the following five employees remaining: Jennifer Dale (General Counsel), Zulley Samaniego (Director of Accounting), Christine Buoniello (Chief Administrative Officer), GeorgeScher (Controller),and FrankBartle (COO)(collectively the "Remaining Employees"). At the beginning of November 2019, the Trustee also plans to terminate all employee welfare plans including health, dental, vision and other forms of employee insurance (excluding worker's compensation). These Remaining Employees have historically been paid salaries on a bi-weekly basis. Four of these Remaining Employees have historically been paid a portion of their compensation by an affiliate of the Debtor, namely Phoenix Diagnostics, LLC. Since the date of the Trustee's appointment, these four Remaining Employees have not received any compensation from this affiliate because it ceased operations and went out of business. During the month of September, these four Remaining Employees all worked for the Debtor on a full time basis. These four Remaining Employees were thus under compensated for the month of September. The Trustee believes that it is in the best interest of the estate to modify all of the Remaining Employees' compensation to provide for hourly compensation, with an appropriate hourly benefit stipend beginning Nov. 1, 2019 to take into account the lack of employer sponsored health benefits. The Trustee seeks relief retroactively to Sept. 3, 2019. John D. Emmanuel, the Chapter 11 Trustee of A New Start Incorporated, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ remaining employees on an hourly basis: Employee Hourly Rate -------- ----------- Jennifer Dale, General Counsel $52 Zulley Samaniego, Director of Accounting $27 Christine Buoniello, CAO $50 George Scher, Controller $50 Frank Bartle, COO $63 The Trustee has determined that continuing to employ the Remaining Employees is in the best interest of the Debtor, the Debtor's estate, creditors and other parties-in-interest. The Compensation Schedule is fair insofar as the Remaining Employees will no longer be working full time, but will be paid competitive hourly rates. These Remaining Employees' services and knowledge of the Debtor and its operations are critical to the Trustee's maximization of value for the Debtor's estate and its creditors. About A New Start Incorporated A New Start Incorporated -- https://anewstartincfl.com/ -- is a treatment center in Palm Beach County, Florida, providing outpatient treatment for substance abuse and chemical dependency disorders in adult clients. An outpatient program allows clients to continue working or attending school while receiving treatment and support from the company's program and team of specialists. A New Start Incorporated filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-13294) on March 14, 2019. In the petition signed by Eugene Sullivan, CEO, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Erik P. Kimball. Angelo A. Gasparri, Esq., at Law Office Angelo A. Gasparri, is the Debtor's counsel. A. MANOS SERVICES: Taps M. Vincent Pazienza as Legal Counsel ------------------------------------------------------------ A. Manos Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire the Law Firm of M. Vincent Pazienza, P.A. 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. Pazienza received a cost deposit of $2,500 and attorney's fees in the amount of $12,500. The firm will receive payment of $5,000 by Dec. 31, subject to approval by the bankruptcy court. The firm does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Pazienza can be reached through: M. Vincent Pazienza, Esq. Law Firm of M. Vincent Pazienza, P.A. 20727 Sterlington Drive Land O Lakes, FL 34638 Tel: 813-949-9595 Fax: 727-245-6915 Email: vincent@pazlaw.com About A. Manos Services A. Manos Services, Inc. -- http://amanosroofing.com/-- is a small, family-owned and operated roofing company serving the Hillsborough, Pinellas, Pasco and Hernando counties. It specializes in roof leak repairs and roof replacement services. A. Manos Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09721) on Oct. 14, 2019. At the time of the filing, the Debtor disclosed $1,377,003 in assets and $910,210 in liabilities. AB KITCHEN CABINETS: Employs Jay Collins as Financial Advisor ------------------------------------------------------------- AB Kitchen Cabinets, by and through its counsel of record, New Mexico Financial & Family Law, (Don F. Harris and Dennis A. Banning), asks the U.S. Bankruptcy Court for the District of New Mexico for entry of an order authorizing the Debtor to employ Jay Collins and The Financial Firm LLC as financial advisor and accountant for the Debtor. The Debtor has requested that Collins serve as financial consultant and accountant during this Chapter 11 case to perform a broad range of services, which include: a) Providing advice and assistance to the Debtor in connection with analyzing, structuring, negotiating and effecting a financial plan, and acting as financial advisor and consultant to the Debtor in connection with any potential restructuring of the Debtor's outstanding indebtedness; b) Providing advice and assistance to the Debtor in connection with analyzing, structuring, negotiating and effecting, and implementing policies to ensure adherence to a cash flow plan; c) Becoming familiar with, to the extent Collins deems appropriate, and analyzing, the business, operations, properties, financial condition and prospects of the Debtor; d) Assisting and advising the Debtor in ongoing operations on its behalf; e) Rendering other financial advisory or consulting services as may from time to time be agreed upon by the Debtor and Collins. Jay Collins, President of The Financial Firm LLC, will be compensated for the Services in the following manner: a) Collins will charge an hourly rate of $160.00; b) Second tier consultants will charge an hourly rate of $150.00; c) Clerk, an hourly rate of $90.00; and d) Applicable sales taxes. Collins has informed the Debtor that he: (a) is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b); and he does not hold or represent an interest adverse to the Debtor's estate. About AB Kitchen Cabinets AB Kitchen Cabinets operates a home furniture business in Hobbs, New Mexico, with a single location and three employees, including the principals of the company, Javier Bustillos and Maeda Bustillos. The Debtor sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11890) on Aug. 16, 2019, listing under $1 million in both assets and liabilities. NM Financial Law, P.C., is the Debtor's counsel. ALL INTERNATIONAL: Hires Hajjar Peters as Bankruptcy Counsel ------------------------------------------------------------ A.L.L. International seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Hajjar Peters, LLP as its Chapter 11 counsel. Lead counsel will be Ron Satija, an attorney duly admitted to practice in the Western District of Texas and Board Certified in Business Bankruptcy by the Texas Board of Legal Specialization. The Debtor has selected Hajjar Peters for the reason that it has considerable experience in bankruptcy matters and believes Hajjar Peters is well qualified to represent it as debtor-in-possession in this proceeding. The professional services that Hajjar Peters are to render include: a. giving the Debtor legal advice with respect to its powers and duties as Debtor-in Possession in the continued operation of its business and management of his property; b. advising the Debtor of its responsibilities under the Bankruptcy Code; c. preparing and filing the voluntary petition and other paperwork necessary to commence this proceeding; d. assisting the Debtor in preparing and filing the required Schedules of Assets and Liabilities, Statement of Affairs, Monthly Financial Reports, the Initial Debtor Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of the Court and the administrative procedures of the Office of the United States Trustee; e. representing the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in the Court and in other courts of competent jurisdiction, concerning any and all matters related to these bankruptcy proceedings and the financial affairs of the Debtor, including, but not limited to, litigation affecting property of the Estate, suits to avoid or determine lien rights or other property interests of creditors and other parties in interest, objections to disputed claims, motions to assume or reject leases and other executory contracts, motions for relief from the automatic stay and motions concerning the discovery of documents and other information relating to any of the foregoing; f. representing the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by the Bankruptcy Court; and g. assisting the Debtor in the formulation of a plan of reorganization and disclosure statement, and in taking the necessary steps in the Bankruptcy Court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. Prior to the filing of this case, the firm received $5,000, of which $1,717.00 was used to cover the filing fee and $2,314.50 was billed prior to the filing, including activity on the same day but earlier than the filing, leaving a retainer on hand of $968.50. The firm's professionals will be paid at these hourly rates: Ron Satija $425.00 Other attorneys $200 - $400 Paralegal $150.0 In addition, the terms of employment include these charges for expenses, subject to Court approval: In-house photocopies $0.05 per page Long Distance actual costs Postage actual costs All other out of pocket expenses, including all travel actual costs The firm may be reached at: Ron Satija, Esq. Charlie Shelton, Esq. Hajjar Peters, LLP 3144 Bee Caves Rd Austin, TX 78746 Tel: (512) 637-4956; Fax: (512) 637-4958 Email: rsatija@legalstrategy.com cshelton@legalstrategy.com About A.L.L. International A.L.L. International filed a voluntary Chapter 11 Petition (Bankr. W.D. Tex. Case No. 19-11182) on September 3, 2019, listing under $1 million in assets and liabilities, and is represented by Ron Satija, Esq., at Hajjar Peters, LLP. AMAGAZI LLC: Seeks to Hire Margaret M. McClure as Legal Counsel --------------------------------------------------------------- Amagazi, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Office of Margaret M. McClure 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 firm charges $400 per hour for the services of its attorneys and $150 per hour for paralegal services. It received a retainer in the amount of $25,000, which included the filing fee of $1,717. Margaret McClure, Esq., disclosed in court filings that she does not hold any interest adverse to the Debtor's bankruptcy estate, creditors and equity security holders. The firm can be reached through: Margaret Maxwell McClure, Esq. Law Office of Margaret M. McClure 909 Fannin, Suite 3810 Houston, TX 77010 Phone: (713) 659-1333 Fax: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Amagazi LLC Amagazi LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35476) on Sept. 30, 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 case is assigned to Judge Jeffrey P. Norman. BAGELS N' CREAM: Seeks to Hire Sklar Smith-Sklar as Legal Counsel ----------------------------------------------------------------- Bagels N' Cream, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire the Law Offices of Sklar Smith-Sklar as its legal counsel. The firm will provide legal services in connection with the sales tax claim filed by the State of New Jersey against the Debtor. Keith Sklar, Esq., the firm's attorney who will be providing the services, charges an hourly fee of $350. The initial retainer fee is $7,500. Mr. Sklar disclosed in court filings that the firm and its attorneys neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Keith D. Sklar, Esq. Law Offices of Sklar Smith-Sklar 1901 N. Olden Ave., Suite 22 Ewing Township, NJ 08618 Phone: 609-882-9800 Fax: 609-538-1399 Email: mail@njpalaw.com About Bagels N' Cream Bagels N' Cream, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 19-29019) on Oct. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by the Law Offices of Scott E. Kaplan, LLC. BARKATH PROPERTIES: Seeks to Hire O. Allan Fridman as Counsel ------------------------------------------------------------- Barkath Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Office of O. Allan Fridman as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the administration of its bankruptcy estate, negotiations with creditors, and the preparation of a bankruptcy plan. Allan Fridman, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $425. The firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Allan O. Fridman, Esq. Law Office of O. Allan Fridman 555 Skokie Blvd, Suite 500 Northbrook, IL 60062 Tel: 847-412-0788 Fax: 847-412-0898 Email: allanfridman@gmail.com allan@fridlg.com About Barkath Properties Barkath Properties is a privately held company engaged in activities related to real estate. It owns in fee simple a shopping mall unit in Libertyville, Ill., valued at $1.80 million, and a commercial building in Waukegan, Ill., valued at $150,000. Barkath Properties sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-23544) on Aug. 21, 2019. At the time of the filing, the Debtor recorded $2,097,271 in total assets and $5,177,277 in total liabilities. The Debtor is represented by the Law Office of O. Allan Fridman. BARNEYS NEW YORK: Schulte Roth Updates on Benefit Funds ------------------------------------------------------- In the Chapter 11 cases of Barneys New York, Inc., et al., the law firm of Schulte Roth & Zabel LLP submitted an amended verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose an updated list of benefit funds that it is representing. Pursuant to a prepetition collective bargaining agreement, Barneys New York, Inc. covenanted to contribute to the Amalgamated National Retirement Fund and the Amalgamated National Health Fund on behalf of its covered employees a specific hourly sum per eligible employee toward that employee's healthcare, retirement and/or other welfare benefits. Barneys also agreed to remit employee elective contributions to the National Plus Plan. The Debtors have a copy of the CBA. As of the date hereof, each Fund is a creditor of the above-captioned Debtors. The full amount of each Fund's claim is unknown at this time. The name and address of each Fund is: (1) Amalgamated National Retirement Fund 305 7th Avenue New York, NY 10001 (2) National Plus Plan 333 Westchester Avenue White Plains, NY 10604 (3) Amalgamated National Health Fund 333 Westchester Avenue White Plains, NY 10604 Neither SRZ, nor any attorney or legal assistant thereof, has at any time during this representation owned any disclosable economic interest in the Debtors. The filing of this Verified Statement does not and should not be construed to be: (a) a waiver of the right to seek to have the reference withdrawn with respect to the subject matter of any claim described herein, any objection or other proceedings commenced with respect thereto, or any other proceedings commenced in this case against or otherwise involving any of the Funds; (b) a waiver of the Funds' rights to have final orders in non-core matters entered only after de novo review by a court of competent jurisdiction; (c) a waiver of the Funds' right to a trial by jury in any proceeding on their claims, (d) the Funds' submission to the jurisdiction of the Bankruptcy Court, or (e) a waiver of any other rights, claim, actions, defenses, setoffs, or recoupments to which the Funds are or may be entitled to under any agreement, in law or equity, all of which rights, claims, actions, defense, setoffs, and recoupments are expressly reserved. The Firm can be reached at: SCHULTE ROTH & ZABEL LLP James T. Bentley, Esq. 919 Third Avenue New York, NY 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/cTyJjv About Barneys New York Barneys New York -- 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, N.Y. The cases are assigned to Judge Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. The Debtors tapped Kirkland & Ellis LLP as legal advisor, Houlihan Lokey as financial advisor, M-III Partners, L.P. as restructuring advisor, and Katten Muchin Rosenman LLP as conflicts counsel. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent. BAY CIRCLE: Final Approval for Nelson Mullins Employment Sought --------------------------------------------------------------- Ronald Glass, the Chapter 11 trustee for Bay Circle Properties LLC and its affiliates, asked the U.S. Bankruptcy Court for the Northern District of Georgia to approve the employment of Nelson Mullins Riley & Scarborough LLP on a final basis. In his supplemental application, the trustee said the purpose for which Nelson Mullins was engaged has already concluded following approval of the settlement between him and Westplan Investors Acquisitions, LLC. Nelson Mullins was hired as special counsel to assist the trustee in evaluating the claims underlying the adversary proceeding (Case No. 18-05193) initiated by Nilhan Developers LLC, an affiliate of Bay Circle, against Westplan. The claims underlying the adversary proceeding and a related appeal have been mutually released by the trustee and Nilhan. This release was approved in connection with the court's order, which approved the settlement, according to the bankruptcy trustee. About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office and warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. In the petition signed by Chuck Thakkar, manager, Bay Circle estimated $1 million to $10 million in assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord,Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. Ronald L. Glass was appointed as Chapter 11 trustee for the Debtor. The trustee tapped Morris, Manning & Martin, LLP as his bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as his financial advisor; and Nelson Mullins Riley & Scarborough LLP as special counsel. BOSS OYSTER: Seeks to Hire Berkshire Hathaway as Broker ------------------------------------------------------- Boss Oyster, Inc., and Seagrape Enterprises of Apalachicola, Inc., seek approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire a real estate broker. In an application filed in court, the Debtors propose to employ Berkshire Hathaway HomeServices in connection with the sale of their real properties located at 123 and 125 Water Street Apalachicola, Fla. Helen Spohrer, the firm's real estate agent who will be providing the services, will get 4 percent of the sales price. The firm can be reached through: Helen Spohrer Berkshire Hathaway HomeServices 140 W. 1st Street Saint George Island, FL 32328 Main Office: (850) 927-6000 Direct Office: (850) 899-1262 Toll Free: (850) 927-6000 Mobile: (850) 899-1262 About Boss Oyster Boss Oyster Inc. owns and operates an oyster bar restaurant in Apalachicola, Fla. Boss Oyster and its affiliate Seagrape Enterprises of Apalachicola, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Lead Case No. 19-40357) on July 12, 2019. At the time of the filing, Boss Oyster was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The cases have been assigned to Judge Karen K. Specie. Bruner Wright, P.A. is the Debtors' bankruptcy counsel. BOSTON SURFACE RAILROAD: Hires Tamposi Law as Counsel ----------------------------------------------------- Boston Surface Railroad Company asks the U.S. Bankruptcy Court for the District of New Hampshire for an order approving the employment of The Tamposi Law Group, P.C. as counsel to the Debtor. The Debtor requires counsel in this case to undertake all actions necessary for such a restructuring, including but not limited to: a. attending the Debtor's meeting of creditors and initial debtor interviews; b. drafting and filing the Debtor's disclosure statement and plan of reorganization, together with other matters necessary and proper for the representation of the Debtor in this case. Tamposi Law Group will represent the Debtor at the firm's normal hourly rates of between $125 and $350 per hour for paralegals and attorneys. Merra and Kanakis, P.C. is also likely to seek retention in this matter, as Nick Kanakis worked for the Debtor pre-petition drafting its plan and disclosure statement. Tamposi Law Group attests that it has no connection with the creditors, the Office of the United States Trustee, or any other parties-in interest or their respective attorneys or other professionals involved in this case. Tamposi Law Group says it is a disinterested party in the matters in which it is to be engaged within the meaning and intent of 11 U.S.C. section 101(14). The firm can be reached at: Peter N. Tamposi, Esq. The Tamposi Law Group, P.C. 159 Main Street Nashua, NH 03060 Tel: (603) 204-5513 Email: Peter@thetamposilawgroup.com About Boston Surface Railroad Boston Surface Railroad Company Inc. is a private intercity passenger railroad based in Woonsocket, Rhode Island. BSRC was granted authority by the United States Surface Transportation Board in 2016 to operate passenger service on several routes in New England and has formed a public private partnership with the cities of Nashua, New Hampshire; Worcester and Lowell, Massachusetts and Woonsocket, Rhode Island. Boston Surface Railroad Company filed for Chapter 11 bankruptcy (Bankr. N.H. Case No. 19-11393) on October 6, 2019, listing total assets of $166,815 and total liabilities of $1,867,955. The petition was signed by Vincent J. Bono, president. Peter N. Tamposi, Esq., at The Tamposi Law Group serves as its bankruptcy counsel. CAMELOT UK: S&P Alters Outlook to Stable on Debt Refinancing ------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from positive and affirmed its 'B' issuer credit rating on U.S.-based intellectual property and scientific information, analytical tools, and services provider Camelot UK Holdco Ltd. (doing business as Clarivate Analytics PLC) and assigned its 'B' issue-level and '3' recovery rating to the company's proposed senior secured debt. Clarivate is issuing $1.6 billion in senior secured debt, which it will use to refinance its capital structure. The company's proposed capital structure comprises a $250 million senior secured revolver, a $1.1 billion senior secured term loan, and $500 million of senior secured notes. The revision of S&P's outlook on Clarivate to stable from positive reflects the rating agency's expectation for debt to remain high under the proposed capital structure, which will limit the pace of deleveraging the rating agency expected previously. S&P's stable outlook on Clarivate reflects the rating agency's expectation that the company's low-single-digit percent organic revenue growth will continue and that its duplicative costs following its carve-out from Thomson Reuters will wind down over the next 12 months, improving earnings quality and cash flow generation such that FOCF to debt increases to about 5% by 2020. "We could raise the rating if the company generates steadily improving cash flow under a clear stand-alone cost structure such that its FOCF to debt ratio improves to the high-single-digit percent area on a sustained basis, with its revenue growing at a low- to mid-single-digit percentage rate, and the company demonstrating prudent financial stewardship to keep leverage below the mid-5x area," S&P said. "We could lower our issuer credit rating on Clarivate if we believe its FOCF to debt will remain well below 5% due to weaker operating performance because of organic growth challenges, additional one-time stand-alone and integration costs remaining elevated, or if it pursues debt-financed acquisitions or dividend distributions," the rating agency said. CANWEL BUILDING: DBRS Confirms B(high) Rating on Sr. Unsec. Notes ----------------------------------------------------------------- DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes (the Notes) rating of CanWel Building Materials Group Ltd. (CanWel or the Company) at B (high) with Stable trends. DBRS Morningstar also confirmed the Recovery Rating for the Notes at RR4. The confirmation is based on DBRS Morningstar's expectation that the downward pressure on CanWel's earnings following a meaningful decline in construction material pricing during the last twelve months ended Jun 30, 2019 (LTM 2019), will start to alleviate in the second half of 2019 (H2 2019). CanWel's ratings continue to be supported by its well-established market positions, diversified customer and supplier bases and relatively high barriers to entry. The ratings also reflect the significant cyclicality and seasonality associated with the building materials industry, the intense competition and the Company's high dividend payout. DBRS Morningstar expects the negative pressure on CanWel's earnings to alleviate over the near term as construction material pricing stabilizes. Absent further acquisitions, CanWel's revenues should continue to grow to the approximately $1.3 billion level in 2019, primarily driven by the acquisition of Lignum Forest Products. Over the near to medium term, DBRS Morningstar expects the Company's revenues to grow in the low single digits per year toward $1.4 billion, benefitting from ongoing tailwinds from the U.S. housing market. EBITDA margins should improve modestly over the near term, as commodity prices are expected to stabilize following a pickup in construction activity and supply curtailments. As such, DBRS Morningstar expects CanWel's EBITDA (on a pre-IFRS 16 basis) to stabilize above $60 million for the full-year 2019 and return to the $70 million level in 2020. DBRS Morningstar believes CanWel's credit metrics should improve over the near term in line with a recovery in earnings. Cash flow from operations should track operating income and be in the $40 million to $50 million range in 2019 and 2020. Capex is expected to decrease modestly and be approximately $5 million in 2019 and 2020, while cash outlay for dividends is expected to remain flat at approximately $44 million. As such, DBRS Morningstar expects the Company's free cash flow (after dividends and capex but before changes in working capital) to remain in a modest deficit position. DBRS Morningstar expects CanWel to use a combination of debt and equity to invest in growth through acquisitions and finance any free cash flow deficits. As such, DBRS Morningstar believes that CanWel's credit metrics will improve toward a level more appropriate for the current rating (i.e., lease-adjusted debt-to-EBITDAR of around 6.0 times). That said, should CanWel be challenged to maintain credit metrics in a range considered acceptable for the current B (high) rating for a prolonged period, as a result of weaker-than-expected operating performance and/or more-aggressive-than-expected financial management, a negative rating action could result. Notes: All figures are in Canadian dollars unless otherwise noted. CAPITAL TRUST: Moody's Rates $14.2MM Series 2019A Bonds 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Capital Trust Agency's (FL) $14.2 million Educational Facilities Revenue Bonds, Series 2019A, along with $230,000 Taxable Educational Facilities Revenue Bonds, Series 2019B. Concurrently, Moody's affirms the Ba2 on the existing outstanding revenue debts. The outlook on all ratings has been revised to positive from stable. RATINGS RATIONALE The Ba2 rating reflects Viera Charter Schools, Inc.'s (Viera) strong demand as evidenced by current full capacity, a healthy waitlist, and strong academics, all in a service area with strong population growth. Viera also has continued to grow liquidity to healthy levels. The rating is constrained by very high leverage and the need for continued student growth over the next few academic years to achieve sum sufficient pro forma maximum annual debt service coverage (MADS). RATING OUTLOOK The positive outlook reflects its expectation for growth at Viera's expanded campus, maintenance of healthy liquidity, and adequate debt service coverage. FACTORS THAT COULD LEAD TO AN UPGRADE - Hitting enrollment targets to ensure adequate MADS coverage - Continued growth in liquidity - Successful charter renewal throughout the life of the bonds FACTORS THAT COULD LEAD TO A DOWNGRADE - Loss of enrollment resulting in reduced debt service coverage levels - Significant declines in liquidity - Weakened academic performance LEGAL SECURITY Debt service payments on the bonds, including the Series 2019A and 2019B, secured by loan payments from Viera Charter Schools, Inc., which operates Viera Charter School as the Borrower, to Capital Trust Agency, as Issuer. Pursuant to the Trust Indenture, Capital Trust Agency then assigns to the Trustee, for the benefit of bond holders, all its rights under the Loan Agreement and Mortgage. USE OF PROCEEDS The Bonds will finance the land cost reimbursement to Viera and construction of an additional school building adjacent to the current building, with an expected additional capacity of 550 students, completed in the summer of 2020. PROFILE Viera Charter School is a K-8 school located in Viera, Florida, near Melbourne. It operates pursuant to charter school contract with the School Board of Brevard County. The schools fall 2019 enrollment of 1,054 is at full capacity. CELADON GROUP: Further Amends Term & Revolving Loan Agreements -------------------------------------------------------------- Celadon Group, Inc., entered into a Second Amendment to Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries, Blue Torch Finance, LLC, as administrative agent, and BTC Holdings Fund I, LLC, BTC Holdings Fund I-B, LLC, BTC Holdings SC Fund LLC, and Luminus Energy Partners Master Fund, Ltd., each as lenders, which amends that certain Second Amended and Restated Credit Agreement dated July 31, 2019, among the Company, certain of its subsidiaries, the Term Loan Agent, and the Term Loan Lenders. In addition, on Oct. 15, 2019, the Company entered into an Amendment No. 2 to Credit and Security Agreement among the Company, certain of its subsidiaries, MidCap Funding IV Trust, as agent, and MidCap Financial Trust, as lender, which amends that certain Credit and Security Agreement dated July 31, 2019, among the Company, certain of its subsidiaries, the Revolving Agent, and the Revolving Lender. The Term Loan Amendment decreases the minimum liquidity requirement under the Term Loan Agreement to $8 million for the period of Oct. 1, 2019 through and including Nov. 15, 2019. The Revolving Loan Amendment lowers the minimum liquidity requirement under the Revolving Credit Agreement to $8 million from Oct. 15, 2019 through and including Nov. 15, 2019. Liquidity is generally defined to mean revolving loan availability under the Revolving Credit Agreement plus unrestricted cash in United States or Canadian deposit accounts subject to a deposit account control agreement in favor of the applicable agent. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. The New York Stock Exchange notified the Securities and Exchange Commission on April 18, 2018, of its intention to remove the entire class of the common stock of Celadon Group from listing and registration on the Exchange on April 30, 2018, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. CHARLES RIVER: S&P Rates New Unsecured Bonds 'BB' -------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Charles River Laboratories International Inc.'s (CRL's) proposed U.S. dollar-denominated senior unsecured notes due 2028. The unsecured recovery rating is '5', indicating S&P's expectation for modest (10%-30%; rounded estimate 10%) recovery in the event of a payment default. CRL intends to use the proceeds to repay a portion of its senior secured term loan due 2023, making this transaction leverage-neutral. The company is also planning to upsize its current senior secured revolving credit facility by $500 million, to $2,050 million. The 'BB+' long-term issuer credit rating and 'BB+' senior secured issue-level credit rating are unchanged. The outlook is stable. S&P's ratings on CRL reflect the company's strong market share delivering non-clinical research and development services critical to primarily the pharmaceutical and biotechnology industries, providing steady demand and reliable revenue. The ratings also reflect CRL's focus on a very niche market with limited pricing power and limited revenue visibility compared to clinical-focused contract research organizations (CROs). S&P expects long-term adjusted debt leverage in the higher end of the 2x-3x range, and the rating agency expects CRL to prioritize debt repayment when leverage spikes above 3x for periodic acquisitions. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- CRL's pro forma capital structure consists of a $2,050 million revolving credit facility (assumed 85% drawn at default), $212 million senior secured term loan, $500 million senior unsecured notes due 2026, and $500 million senior unsecured notes due 2028. -- S&P's simulated default scenario contemplates a default in 2023, precipitated by its 2023 maturities and worsening operating results from regulatory suspensions, increased competition, and lower capacity utilization. -- S&P has valued the company on a going-concern basis as it believes CRL would reorganize in the event of default in view of the company's strong customer relationships and the importance of its products to its customers' supply chains. Further, S&P believes lenders would achieve greater recovery through reorganization rather than liquidation. -- S&P has valued the company using a 5.5x multiple of the rating agency's projected emergence EBITDA. This multiple reflects CRL's customer relationships and leadership position in its niche area and is the same as that of clinical-stage CROs. -- S&P's emergence EBITDA of $274 million reflects declines of about 45% from 2018 levels. -- CRL's U.S. operations, which provide a secured guarantee, contribute roughly 50% of revenues. The collateral also includes a 65% pledge from foreign operations, which generate the remaining 50% of revenues. The value excluded from the collateral package provides modest recovery to unsecured creditors in the event of payment default. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $274 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1,430 million -- Valuation split in % (obligors/nonobligors): 50/50 -- Collateral value available to first-lien creditors: $1,286 million -- Secured first-lien debt claims: $1,940 million -- Recovery expectations: 50%-70% (rounded estimate: 65%) -- Total value available to unsecured claims: $250 million -- Senior unsecured debt claims: $1,026 million -- Other pari passu unsecured claims: $760 million -- Recovery expectations: 10%-30% (rounded estimate: 10%) Note: All debt amounts include six months of prepetition interest. Collateral value equals the asset pledge from obligors after priority claims plus the equity pledge from nonobligors after nonobligor debt. CIRCOR INTERNATIONAL: S&P Cuts ICR to 'B' on Reduced Business Scale ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Burlington, Mass.–based CIRCOR International Inc. to 'B' from 'B+' to reflect its view of the company's reduced business scale and high, albeit improving, debt leverage. At the same time, S&P lowered its issue-level ratings on the company's senior secured revolving credit facility and term loan to 'B' from 'B+'. Its '3' recovery ratings on the debt instruments remain unchanged. The downgrade reflects S&P's expectation that CIRCOR's revenue and the scale of its operations will be weaker than the rating agency previously anticipated in 2019 and 2020. Although S&P expects the company's credit metrics to improve, the rating agency believes that the company will reduce its leverage largely by using the proceeds from the sale of its non-core businesses to repay its debt rather than by expanding its organic EBITDA. The stable outlook on CIRCOR reflects S&P's expectation that the company's debt to EBITDA will fall below 6.0x over the next 12 months as the company uses the proceeds from its asset sales to reduce its debt while its restructuring charges cycle through and the synergies from its past acquisitions gain traction. "We could lower our rating on CIRCOR if ongoing restructuring costs and lower-than-expected sales growth cause its leverage to remain above 6.5x with no immediate prospects for improvement. This could occur, for instance, if the company's operating margins decrease by 250 basis points (bps) from the assumptions in our base-case scenario in the next 12 months," S&P said. "We could raise our rating on CIRCOR if its operating performance improves, for instance through margin expansion, such that its S&P-adjusted debt to EBITDA falls below 5.0x and we expect its leverage to remain below 5.0x even through a cyclical downturn," the rating agency said. CLINTON NURSERIES: Unsecured Creditors to Recover 4% in 10 Years ---------------------------------------------------------------- According to the Disclosure Statement dated Oct. 10, 2019, debtors Clinton Nurseries, Inc. (CNI), Clinton Nurseries of Maryland (CNM), Inc., Clinton Nurseries of Florida, Inc. (CNF), and Triem LLC have proposed and filed with the Bankruptcy Court their First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. The Plan is the product of extensive work and analysis by the Debtors and of negotiation with the Debtors' creditors. The Plan is a reorganizing plan that contemplates the financial rehabilitation of the Debtors and the continuation of their businesses. The primary purposes of the Plan are to ensure that the Debtors' stable cash flow can service their current obligations and secured cClaims as restructured by the Plan and to compromise the Debtors' obligations to, among others, holders of allowed unsecured claims. The restructuring proposed in the Plan will enable the Debtors to exit Chapter 11, service their debts, and continue their existing operations. The Debtors will retain their assets and operate their businesses after confirmation of the Plan. The Plan contemplates that the current owners of the Debtors will continue to own the Debtors, as the Debtors' major customers will cease doing business with the Debtors if there is a transfer of ownership. The Plan entails a significant consensual restructuring of the Debtors' obligations to their principal creditor and secured creditor, Bank of the West ("BOW"). This restructuring includes a substantial reduction in the amount of the secured indebtedness owed to BOW and an extension of time to service the balance of BOW's secured claim. Without this restructuring, the Debtors would not be able to remain in business. The Debtors estimate that holders of allowed unsecured claims will receive approximately 4% on their Claims over a period of 10 years, not taking into account recoveries on avoidance actions and not discounting for the time value of money. While the Debtors would prefer to pay a larger dividend to Unsecured Creditors, the level of secured debt makes that impossible if the Debtors are to stay in business. While the proposed dividend is relatively low, the Debtors believe that the great majority of Unsecured Creditors will benefit by continuing to do business with the Reorganized Debtors. Indeed, certain creditors, including creditors on the Committee, have already recovered much of their Claims via doing business with the Debtors since the Petition Date, often at increased prices. The Debtors believe that any alternatives to the Plan would produce less for creditors than they would receive under the Plan, almost certainly nothing for unsecured creditors, and would endanger or terminate the operation of the Debtors' businesses, resulting in, among other things, loss of more than 200 jobs. A full-text copy of the Disclosure Statement dated Oct. 10, 2019, is available at https://tinyurl.com/y2sdhxub from PacerMonitor.com at no charge. About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David Richards, president, signed the petition. The cases are jointly administered under Case No. 17-31897. At the time of filing, Clinton Nurseries has estimated assets and liabilities at $10 million to $50 million. Judge James J. Tancredi oversees the cases. Zeisler & Zeisler, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee tapped Green & Sklarz LLC as its legal counsel. DELTA AIR: S&P Rates New Senior Unsecured Notes 'BB+' ----------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Delta Air Lines Inc.'s proposed senior unsecured notes. The company will use the proceeds from these notes to acquire a 20% stake in LATAM Airlines Group S.A. by purchasing approximately $1.9 billion of its common shares. Delta announced the transaction and its new alliance with LATAM on Sept. 26, 2019. As of Sept. 30, 2019, approximately 53% of the company's balance sheet debt was secured, which effectively places its unsecured creditors in a subordinated position. Although the proposed transaction would reduce this ratio below 50% (S&P's threshold for notching down unsecured debt), Delta has large upcoming unsecured note maturities and it is not yet clear whether they will refinance them and--if so--whether they will use the proceeds from new secured or unsecured debt. Accordingly, S&P continues to rate Delta's senior unsecured debt, including the proposed notes, one notch below its 'BBB-' issuer credit rating on the company. ISSUE RATINGS--SUBORDINATION RISK ANALYSIS Capital structure As of Sept. 30, 2019, Delta's capital structure comprised $4.8 billion of secured debt and $4.2 billion of unsecured debt. Analytical conclusions S&P rates Delta's senior unsecured debt one notch lower than its issuer credit rating because it ranks behind a significant amount of secured debt in the company's capital structure. DESIGN REFRIGERATION: Seeks to Hire Van Horn Law Group as Counsel ----------------------------------------------------------------- Design Refrigeration and Air Conditioning Company seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Van Horn Law Group, P.A., as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and negotiations with its creditors in the preparation of a bankruptcy plan. The firm's hourly rates are: Chad Van Horn, Esq. $450 John Schank, Esq. $350 Associates $350 Jay Molluso $300 Law Clerks $175 Paralegals $175 Van Horn Law Group required an initial retainer fee of $15,000, plus $1,717 for the filing fee. Chad T. Van Horn, Esq., at Van Horn Law Group, disclosed in court filings that he and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. Van Horn Law Group can be reached through: Chad T. Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Phone: (954) 765-3166 Email: Chad@cvhlawgroup.com About Design Refrigeration and Air Conditioning Company Design Refrigeration and Air Conditioning Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23643) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge John K. Olson. DESTINATION MATERNITY: Files for Chapter 11 to Pursue Sale ---------------------------------------------------------- Destination Maternity Corporation, the premier national retailer for maternity apparel and accessories, and certain of its subsidiaries have filed voluntary petitions to restructure under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company filed to facilitate and continue a marketing process begun in early September that has already yielded indications of interest from several credible bidders. To help fund and protect its operations during the chapter 11 process, Destination Maternity obtained consent to use cash collateral from all of its prepetition secured lenders. The Company believes that this access to liquidity will be sufficient to pay suppliers and other business partners and vendors for authorized goods and services provided post-filing and during the chapter 11 process. In connection with that agreement, the Company and its lenders agreed to several milestones related to the chapter 11 cases and marketing process, which call for, among other things, binding bids to be submitted by December 5, 2019, an auction to be held on December 9, 2019, and entry of an order by the Bankruptcy Court approving the sale by December 12, 2019. Parties interested in participating in the marketing process should contact the Company's investment bankers: Neil Augustine Peter Johns Greenhill & Co., LLC E-mail: neil.augustine@greenhill.com peter.johns@greenhill.com The Company also intends to use the court-supervised process to optimize its operations, including by right-sizing its brick-and-mortar store footprint. Destination Maternity is expected to continue to operate and serve its customers, vendors, and partners, and pay its employees in the ordinary course. "This decision is a difficult, but necessary one," said Lisa Gavales, Chair of the Office of the CEO of the Company. "In a challenging retail environment, we have had to make some very tough choices, but we are confident that the steps taken today provide an opportunity to continue a marketing process that provides the most efficient means of maximizing value to our stakeholders. Throughout this process we will be focused on developing the promising interest already shown by potential bidders, and maintaining operational momentum toward a stronger business." Throughout this process, Destination Maternity, A Pea in the Pod, and Motherhood stores will continue to deliver the high-quality products and services to which its customers are accustomed to both in stores and on-line. Destination Maternity is also filing customary first day motions that, once approved by the Bankruptcy Court, will allow the Company to smoothly transition its business into chapter 11. About Destination Maternity Destination Maternity is the leading designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, the Company operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through our Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. The Company sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Its 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). We also operate 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the Company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity Corporation and two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457 as of Oct. 5, 2019. The Hon. Brendan Linehan Shannon is the case judge. Kirkland & Ellis LLP is acting as the Company's legal counsel, Greenhill & Co., LLC is acting as investment banker and Berkeley Research Group, LLC ("BRG") is serving as Destination Maternity's restructuring advisor while BRG's Robert J. Duffy has been appointed as the Company's Chief Restructuring Officer. Landis Rath & Cobb LLP is the local bankruptcy counsel. Hilco Streambank LLC is the intellectual property advisor. Prime Clerk LLC is the claims agent, maintaining the page at https://cases.primeclerk.com/DestinationMaternity DESTINATION MATERNITY: To Close 148 of 436 Store Locations ---------------------------------------------------------- Maternity apparel seller Destination Maternity Corporation sought Chapter 11 protection to sell to a going concern buyer but said it is promptly commencing store closing sales at 148 of 436 locations in the United States. Lisa Gavales, chair of the Office of the CEO, explains that over the past several years, the Debtors have faced a challenging commercial environment brought on by the shift away from brick-and-mortar stores, coupled with other industry specific challenges and internal issues. Given the expenses associated with a substantial brick and mortar presence, and the issues affecting the retail industry as a whole, particularly in the Debtors' niche maternity apparel sector, a significant number of the Debtors' stores are operating at sub-optimal performance levels. In response to these challenges, the Debtors, through their advisors launched a robust but accelerated process to review strategic alternatives in early September. Greenhill & Co., LLC is the Debtors' investment bank and financial advisor. However, the Debtors were unable to negotiate an extension of their liquidity runway to finish negotiations with such parties and sign up a stalking horse bidder before the Petition Date. Sale Process The Debtors intend to continue and complete a marketing and sale process during the course of these chapter 11 cases. The Debtors and the lenders agreed to certain milestones for the marketing process and chapter 11 cases: * File Motions to Approve Store Closing Sales and Bidding Procedures: October 23, 2019 * Commence Store Closing Sales at no fewer than 175 locations: October 28, 2019 * Commence Store Closing Sales at no fewer than 35 locations: November 1, 2019 * Entry of Final Orders approving Use of Cash Collateral, Store Closing Procedures, and Bid Procedures: November 15, 2019 * Deadline for Binding Bids: December 5, 2019 * Deadline to Hold Auction, if any: December 9, 2019 * Payoff of ABL and Term Loan in Full: December 31, 2019 Prepetition, the Debtors received non-binding written proposals for a going-concern sale of the Company's businesses from several credible third parties, including proposals that contemplate a price that would provide a meaningful recovery to unsecured creditors among other constituencies. Store Closings In the meantime, the Debtors will continue to work closely with their advisors, including Gordon Brothers Retail Partners, LLC, to right-size their store footprint by closing underperforming locations. This effort began in the months leading up to the Petition Date, with the Debtors closing stores as lease terms at underperforming locations rolled off in accordance with the lease agreements. On their own, the Debtors closed eleven stores prepetition in August and September, and are in the process of closing four additional stores this month. Following these closings, the Gordon Brothers' process started in earnest on October 3, 2019, with the commencement of 12 "Phase 1" store closing sales. The Debtors have identified an additional 148 locations where they will commence store closing sales this week ("Phase 2"), subject to Court approval, and expect to complete such closings (and vacate such premises) by the end of this calendar year. The Phase 3 Stores will consist of any additional stores closed through the course of these chapter 11 cases The Debtors will consider certain milestones it must meet pursuant to the cash collateral order in evaluating the Phase 3 Closing Stores. In addition, the Debtors will consider the input of a potential buyer in the sale process. Pursuant to a Consultant Agreement dated as of Sept. 26, 2019, Gordon Brothers is managing the store closing sales. The Debtors are hopeful there will be active bidding on their store assets through the sale process; however, they recognize that it is unlikely that a retail buyer will purchase all of their 436 domestic locations. The Debtors believe that the Initial Store Closings will benefit creditors and stakeholders by maximizing value by closing unprofitable stores. The Debtors do not believe the Initial Closing Stores will generate any value in a going concern retail sale. Rather, these stores are likely to be left behind by any purchaser. The Debtors believe that these changes, coupled with other initiatives to execute on their business plan and improve operations, will position the Debtors' businesses to emerge stronger, leaner, and better suited for success. In connection with the chapter 11 filing the board has appointed Mr. Robert J. Duffy as Chief Restructuring Officer. Mr. Duffy will assist the board in various capacities in connection with the restructuring. Mr. Duffy has been a Managing Director with Berkeley Research Group, LLC ("BRG"), effective as of May 24, 2016. BRG is the Debtors' restructuring advisor in these chapter 11 cases. About Destination Maternity Destination Maternity is the leading designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, the Company operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through our Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. The Company sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Its 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). We also operate 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the Company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity Corporation and two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457 as of Oct. 5, 2019. The Hon. Brendan Linehan Shannon is the case judge. Kirkland & Ellis LLP is acting as the Company's legal counsel, Greenhill & Co., LLC is acting as investment banker and Berkeley Research Group, LLC ("BRG") is serving as Destination Maternity's restructuring advisor while BRG's Robert J. Duffy has been appointed as the Company's Chief Restructuring Officer. Landis Rath & Cobb LLP is the local bankruptcy counsel. Hilco Streambank LLC is the intellectual property advisor. Prime Clerk LLC is the claims agent. DWS CLOTHING TOO LLC: Unsecured Creditors to Get 5% in 5 Years -------------------------------------------------------------- DWS Clothing Too LLC has proposed a Chapter 11 plan that will be funded by ongoing business. No outside sources are contemplated as of this time. According to the Disclosure Statement, the Plan will treat claims and interests as follows: * With respect to the secured claim of American Express (Class 1) in the approximate amount of $15,000, the Debtor has been paying the monthly sum of $100 pursuant to an Order allowing use of cash collateral. The Debtor proposes to continue this monthly payment until paid in full. American Express will retain whatever interests it holds pursuant to its security agreement until paid in full. * As to holders of general unsecured claims (Class 2) totaling $1.5 million, the Debtor proposes to pay the holders of Class 2 claims 5% of the allowed amount of their claim, payable monthly over 60 months, with the first payment being made 90 days of the Effective Date. * With respect to equity security holders (Class 3), Maxine Schwartz will retain her membership status in the reorganized Debtor. Ms. Schwartz has filed a claim in the amount of $5,000,00, which will be subordinated to the claims of other creditors. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y3zq2jt4 from PacerMonitor.com at no charge. About DWS Clothing Too Operating as Alene Too, DWS Clothing Too, LLC, sells women's clothes. DWS Clothing Too sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25551) on Dec. 14, 2018. In the petition signed by Maxine Schwartz, member, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Mindy A. Mora. Rappaport Osborne & Rappaport, PLLC, is the Debtor's counsel. EAST BROADWAY: Hires Carey Group as Special Counsel --------------------------------------------------- East Broadway Mall, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ The Carey Group LLC, as special counsel to the Debtor. East Broadway requires Carey Group to provide government relations advice and legal assistance to the Debtor in relation to its commercial lease agreement with the City of New York and the Department of Citywide Administrative Services. Carey Group will be paid at these hourly rates: Michael Carey $900 Stephen Hayes $600 Regina DeMilia $500 Carey Group will be paid a retainer in the amount of $15,000. Carey Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael G. Carey, partner of The Carey Group LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carey Group can be reached at: Michael G. Carey, Esq. THE CAREY GROUP LLC 115 Broadway Suite 1504 New York, NY 10006 Tel: (212) 912-3663 Fax: (212) 912-3667 About East Broadway Mall East Broadway Mall, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12, 2019. In the petition signed by its president, Grace Chan, the Debtor was estimated to have assets and debts of less than $50,000. The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The Carey Group LLC, as special counsel. ELLSWORTH HANSEN: Seeks to Hire Miller & Miller as Attorney ----------------------------------------------------------- Ellsworth Hansen Associates LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Miller & Miller, LLP, as attorney to the Debtor. Ellsworth Hansen requires Miller & Miller to: a) advise the Debtor with respect to its powers and duties as debtor and debtor-in-possession; b) negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case, including all legal and administrative requirements of Chapter 11; c) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved, and objections to claims filed against the estate; d) prepare on behalf of the Debtor all motions, applications, answers, orders, and papers necessary to the administration of the estate, and file on behalf of Debtor all reports required to be filed in the case; e) negotiate and prepare on the Debtor's behalf one or more plans of reorganization, a disclosure statement, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plans; f) advise the Debtor in connection with the sale or other disposition of assets; and g) appear before this Court, any state court in any matters related to this case, any appellate courts, and the U.S. Trustee, and protect the interest of the Debtor's Estate before them and provide necessary legal advice to the Debtor in connection with its Chapter 11 case. Miller & Miller will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward M. Miller, 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. Miller & Miller can be reached at: Edward M. Miller, Esq. MILLER & MILLER, LLP 39 N. Court St. Westminster, MD 21157 Tel: (410) 751-5444 E-mail: mmllplawyers@verizon.net About Ellsworth Hansen Associates Ellsworth Hansen Associates LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 19-21159) on Aug. 20, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Edward M. Miller, Esq., at Miller & Miller, LLP. EMPOWER PAYMENTS: S&P Assigns 'B-' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned a 'B-' issuer credit rating to Empower Payments Acquisition, Inc.'s parent Empower Payments Intermediate Holdings Inc. (RevSpring), the company that reports financial statements. Its 'B' issue-level rating on RevSpring's first-lien credit facilities and its 'CCC' issue-level rating on the company's second-lien term loan are unchanged. The recovery ratings remain '2' and '6' respectively. S&P's rating on RevSpring reflects its high debt leverage, aggressive financial policy and financial sponsor ownership, small scale in a highly competitive industry, and limited differentiation from peers. The company's sticky customer base, with high revenue retention, and health care and financial services regulations supporting print mail, support the rating. The stable outlook on RevSpring reflects S&P's expectation that the company's leverage will remain elevated at 9.8x in 2019, before declining to the low-9x in 2020 (about 6.4x excluding preferred equity). This assumes its operational efficiency from platform investments and in-sourced sorting methods, scale benefits, and contributions from its acquisitions will support EBITDA margin expansion and deleveraging over the next year. "We could lower our rating on RevSpring if the company underperforms our projections because of customer losses, pricing pressure, and higher operating costs such that it generates consistent free cash flow deficits and we no longer view its capital structure as sustainable. We could also lower the rating if the company's covenant cushion falls to the high-single-digit percent area or below and the company's liquidity cushion declines," S&P said. "An upgrade is unlikely over the next 12 months given the aggressive financial policy tolerance of its private equity ownership structure. S&P could raise the rating if the company maintains an funds from operations (FFO) cash interest coverage ratio above the low-2x area while reducing leverage below 7.0x (including preferred equity) on a sustained basis," the rating agency said. EP ENERGY: Seeks Court Approval to Hire FTI, Appoint CRO -------------------------------------------------------- EP Energy Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire FTI Consulting, Inc. and appoint David Rush, the firm's senior managing director, as chief restructuring officer. Mr. Rush and his firm will provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: a. assist the Debtors in the assessment of cash management and cash flow forecasting processes as required by creditors and the court; b. provide assistance with the implementation of bankruptcy court orders; c. assist in the development of the Debtors' business plan as requested; d. provide general financial advice, financial analytics and modeling as requested by the Debtors' management and other professionals; e. prepare financial-related disclosures; f. assist with the claims and claims reconciliation processes, plan classification modeling and claims estimation to the extent applicable; g. respond to and track calls received from vendors; h. develop and assist in implementing accounting and operating procedures to segregate pre-bankruptcy and post-petition business transactions; i. manage responses to diligence information requests from stakeholders; j. participate in meetings and provide support to the Debtors and their professional advisors in negotiations with lenders, any statutory committee of creditors, the U.S. trustee and other parties-in-interest; k. provide testimony; l. prepare information and analysis necessary for the confirmation of a plan of reorganization, including information contained in the disclosure statement; and m. assist in the implementation of a confirmed plan of reorganization. The firm's hourly rates are: Senior Managing Directors $895 - $1,195 Directors/ Managing Directors $670 - $880 Consultants/Senior Consultants $355 - $640 Administrative/Paraprofessionals $145 - $275 Mr. Rush charges an hourly fee of $1,050. His firm received an initial retainer payment in the amount of $250,000. FTI is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Rush FTI Consulting, Inc. 1301 McKinney Street, Suite 3500 Houston, TX, 77010 Tel: +1 832 667 5160 Fax: +1 713 353 5459/+1 800 349 9990 Email: david.rush@fticonsulting.com About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent. EP ENERGY: Seeks to Hire Evercore Group as Financial Advisor ------------------------------------------------------------ EP Energy Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Evercore Group LLC as its financial advisor and investment banker. The firm will provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: a. analyze the Debtors' business, operations and financial projections; b. analyze the Debtors' capital structure, debt capacity and liquidity profile; c. assist the Debtors in a transaction if they determine to undertake such a transaction; and d. assist the Debtors in connection with any in-court restructuring, financing or sale transaction. Evercore will be compensated pursuant to this fee structure: a. A monthly fee of $200,000. b. A $14 million fee earned and payable upon the consummation of any in-court restructuring. c. A fee earned and payable upon the consummation of any financing and incremental to any restructuring fee or sale fee equal to: (i) the applicable percentage as set forth below: As a Percentage of Financing Financing Gross Proceeds --------- ---------------------------- Indebtedness Secured 1.00% by a First Lien Indebtedness Secured by a 2.50% Junior Lien, Unsecured or Subordinated Indebtedness Equity or Equity-linked Securities/Obligations 4.00% (ii) In connection with any "debtor-in-possession" financing offered to the Debtors, Evercore will be paid a fee of 1 percent of the gross proceeds of the DIP financing. (iii) In no event shall the aggregate amount of any financing fees payable to Evercore exceed $6 million. Evercore received $1,207,694.63 from the Debtors for fees and expense reimbursements during the 90 days immediately preceding the petition date. Stephen Goldstein, senior managing director of Evercore, 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: Stephen Goldstein Evercore Group L.L.C. 55 East 52nd Street New York, NY 10055 Tel: +1.212.857.3100 About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent. EP ENERGY: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------ EP Energy Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire professionals used in the "ordinary course" of business. The request, if granted by the court, would allow the company and its affiliates to hire these OCPs without having to file separate employment applications: * Akin Gump Strauss Hauer & Feld LLP Legal * Alvarez and Marsal LLC Tax Consulting * Braga Bastos Sampaio Legal * Briggs & Veselka Co. Benefit Plan Auditor * Buckley & Turner, PLLC Legal * Davis Polk & Wardwell LLP Legal * Dawson & Sodd, LLP Legal * Greenberg Traurig Legal * Holland & Hart LLP Legal * Kane Russell Coleman & Logan PC Legal * Kean Miller LLP Legal * Kearney, McWilliams & Davis, PLLC Legal * Lam, Lyn & Philip, PC Legal * Latham and Watkins LLP Legal * Liskow & Lewis Legal * MacDonald & Miller Mineral Legal Services Legal * McDowell Hetherington LLP Legal * Michael Pisani & Associates Legal * Munsch Hardt Kopf & Harr, P.C. Legal * Osborn, Marsland & Hargrove Legal * Patrick G. Martin Legal * Porter Hedges LLP Legal * PriceWaterhouseCoopers Tax Consulting * Scott, Douglass & McConnico LLP Legal * Stancil Co. Tax Consulting * Stephen N. Riner Legal * Steptoe & Johnson PLLC Legal * Stoel Rives, LLP Legal * Susman Godfrey L.L.P. Legal * Thompson & Knight LLP Legal * Vinson & Elkins L.L.P. Legal * White & Case LLP Legal Each OCP will receive payment of not more than $1 million for its services for the entire period in which the Debtors' Chapter 11 cases are pending, subject to further court order. About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent. EP ENERGY: Seeks to Hire Weil Gotshal as Legal Counsel ------------------------------------------------------ EP Energy Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Weil, Gotshal & Manges LLP as its legal counsel. The firm will provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: a. take all necessary actions to protect and preserve the bankruptcy estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the estates; b. prepare all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; and c. take all necessary actions in connection with any Chapter 11 plan, disclosure statement and all related documents. The firm's hourly rates are: Partners/Counsel $1,125 - $1,695 Associates $595 - $1,050 Paraprofessionals $250 - $440 Weil Gotshal received payments and advances in the aggregate amount of $7,842,532.63. As of the petition date, the firm held an advance payment retainer of $581,592.73. Matthew Barr, Esq., a member of Weil Gotshal, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Barr disclosed that the firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Weil Gotshal has represented the Debtor since May 2019. From May 2019 to September 2019, the firm's hourly rates range from $1,050 to $1,600 for partners and counsel, $560 to $995 for associates, and $240 to $420 for paraprofessionals, Mr. Barr disclosed in court filings. The attorney also disclosed that the firm is developing a prospective budget and staffing plan for the period beginning October 2019 and ending December 2019. Weil Gotshal can be reached through: Matthew S. Barr, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Phone: +1 212 310 8010 Email: matt.barr@weil.com About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent. EP ENERGY: U.S. Trustee Forms 4-Member Committee ------------------------------------------------ Henry Hobbs Jr., acting U.S. trustee, on Oct. 21, 2019, appointed four creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases of EP Energy Corporation and its affiliates. The committee members are: (1) Wilmington Trust, N.A. Indenture Trustee 1100 North Market Street Wilmington, DE 19890 Rita Marie Ritrovato (302) 636-5137 rritrovato@wilmingtontrust.com (2) Wilmington Savings Fund Society, FSB Indenture Trustee 500 Delaware Avenue Wilmington, DE 19801 Patrick J. Healy (302) 888-7420 phealy@WSFSBank.com (3) Rene R. Barrientos, Ltd. 433 Devine Road San Antonio, TX 78212 Carlos R. Soltero (512) 422-1559 csoltero@clevelandterrazas.com (4) Antora Peak Capital Management LP 5700 W. 112th Street, Suite 500 Overland Park, KS 66211 Scott Duba (913) 904-5744 duba@apc-gp.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent. FALLS AT AUSTIN: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: The Falls at Austin Bluffs, LLC 9067 South 1300 West, Suite 301 West Jordan, UT 84088 Business Description: The Falls at Austin Bluffs, LLC owns in fee simple a vacant land located at Austin Bluffs Pkwy, Colorado Springs, Colorado having an estimated value of $1 million. Chapter 11 Petition Date: October 22, 2019 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Case No.: 19-27803 Judge: Hon. Joel T. Marker Debtor's Counsel: Mary Margaret Hunt, Esq. DORSEY & WHITNEY LLP 111 South Main Street, 21st Salt Lake City, UT 84111-2176 Tel: (801) 933-7360 Fax: (801) 933-7373 E-mail: hunt.peggy@dorsey.com - and - Michael F. Thomson, Esq. DORSEY & WHITNEY, LLP 111 South Main Street, 21st Floor Salt Lake City, UT 84111-2176 Tel: (801) 933-7360 Fax: (801) 933-7373 E-mail: thomson.michael@dorsey.com - and - John J. Wiest, Esq. DORSEY & WHITNEY, LLP 111 South Main Street, 21st Floor Salt Lake City, UT 84111-2176 Tel: (801) 933-4047 Fax: (801) 880-3838 E-mail: wiest.john@dorsey.com - and - Peggy Hunt, Esq. DORSEY & WHITNEY LLP 111 South Main Street, 21st Floor Salt Lake City, UT 84111 Tel: (801) 933-7360 E-mail: hunt.peggy@dorsey.com Total Assets: $1,004,930 Total Liabilities: $434,432 The petition was signed by Michael F. Thomson, Chapter 11 trustee of The Falls Event Center LLC, manager of The Falls at Austin Bluffs, LLC. A copy of the Debtor's list of two unsecured creditors is available for free at: http://bankrupt.com/misc/utb19-27803_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/utb19-27803.pdf FIRESTAR DIAMOND: Trustee Files Corrected Disclosure Statement -------------------------------------------------------------- The Chapter 11 trustee for Firestar Diamond Inc., Fantasy, Inc., and Old AJ, Inc. submitted a Corrected Disclosure Statement dated Oct. 10, 2019, in support of his proposed First Amended Joint Chapter 11 Plan for the Debtors. The Corrected Disclosure Statement only has minor modifications to the previous iteration. A full-text copy of the Corrected Disclosure Statement dated Oct. 10, 2019, is available at https://tinyurl.com/y4ppp6d3 from PacerMonitor.com at no charge. As reported in the TCR, Richard Levin, the chapter 11 trustee of the Debtors, has proposed a Plan that establishes a Liquidating Trust for each Estate, which will, among other things, complete the liquidation of the Debtors and their Estates, administer Distributions in accordance with the Plan and the Liquidating Trust Agreement, and prosecute or otherwise resolve the Retained Causes of Action. The Chapter 11 Trustee believes that the Plan is in the best interest of the Debtors' creditors and stakeholders. As with the prior iteration, the Corrected Disclosure Statement indicates that the Chapter 11 Trustee estimates there will be approximately * $2,700,000 in available cash to satisfy Allowed General Unsecured Claims against Firestar. * $2,000,000 in available cash to satisfy Allowed General Unsecured Claims against Old AJ; and * $3,400,000 in available cash to satisfy Allowed General Unsecured Claims against Fantasy. The Plan will not become effective unless and until the aggregate amount of allowed claims, excluding the PNB Claims, is equal or less than $2,400,000 for Firestar, $1,700,000 for Old AJ, and $250,000 for Fantasy, as determined by the Court or estimated in the reasonable discretion of the Chapter 11 Trustee. Holders of unsecured claims against FD will have a recovery of 45% to 100%. Holders of unsecured claims against AJ will have a recovery of 65% to 100%. Holders of unsecured claims against FA will have a recovery of 90% to 100%. Holders of unsecured claims not exceeding $1,000 or who agree to reduce their claims to $1,000 will each receive full payment in cash on the Effective Date. The source of all Distributions and payments under the Plan and the Liquidating Trust Agreement shall be Available Cash. About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India, and has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. It employs over 1,200 people. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufactures wedding rings and wedding bands. Firestar Diamond, A. Jaffe and Fantasy, Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Richard Levin, Esq., has been appointed as Chapter 11 trustee for Firestar Diamond. The trustee tapped Jenner & Block, LLP as his legal counsel; Alvarez & Marsal Disputes and Investigations, LLC as his financial advisor; and Gem Certification & Assurance Lab, Inc. as his appraiser. John J. Carney, Esq., has been appointed as examiner in the Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC, serves as his financial advisor. FLY LEASING: S&P Raises ICR to 'BB' on Improved Credit Metrics -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Midsize aircraft lessor Fly Leasing Ltd. to 'BB' from 'BB-'. The outlook is stable. S&P also raised its issue-level rating on Fly Funding II S.a.r.l's secured term loan to 'BBB-' from 'BB+', and its issue-level rating on the company's $300 million senior unsecured notes to 'BB' from 'BB-'. The rating agency expects Fly's credit metrics to improve on increased aircraft sales in 2019 before declining somewhat in 2020 as the company increases its capital spending. S&P expects the company's funds from operations (FFO)-to-debt ratio to increase to about 13% in 2019, from 8.4% in 2018, and its EBIT interest coverage to increase to the high-2x area in 2019, from 1.7x in 2018, primarily due to the increased proceeds from its asset sales. It expects Fly's credit metrics to decline somewhat in 2020 as it increases its capital spending, which it will partially fund with debt, with its EBIT interest coverage declining to the high-1x area and its FFO to debt falling to just under 10%. The stable outlook on Fly reflects S&P's expectation for a generally favorable environment for aircraft leasing supported by passenger traffic growth and relatively stable lease rates. S&P expects the company's FFO to debt and EBIT interest coverage ratios to increase to the low-teens percent area and the high-2x area, respectively, in 2019, benefiting from proceeds from asset sales. The rating agency expects Fly's credit metrics to decline somewhat in 2020, due to higher capital spending and debt levels, though they will remain appropriate for the current rating. "We could lower our rating on Fly over the next year if a deterioration in aircraft lease rates and a high level of customer defaults cause the company's EBIT interest coverage to fall below 1.7x and its FFO to debt to decline below 9% for a sustained period," S&P said. "Although unlikely, we could raise our ratings on Fly over the next year if aircraft lease rates improve significantly from their current levels due to stronger demand, causing the company's EBIT interest coverage to increase to at least 2.4x and its FFO to debt to rise to at least 13% on a sustained basis," the rating agency said. FRICTIONLESS WORLD: Sherman, K&L Gates Represent 3 Chinese Entities ------------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Sherman & Howard L.L.C. and K&L Gates LLP provided notice that they are representing these creditors in the Chapter 11 cases of Frictionless World, LLC: (1) Frictionless, LLC Mingsu Li, Manager Room 608 Caifu Guangchang, Yanzhen Middle Road Wujin District, Changzhou City Jiangsu Province, China 213000 (2) Changzhou Zhong Lian Investment Co. Ltd. Mingsu Li, Manager Room 102, No. 18 Xinya Road Wujin District, Changzhou City Jiangsu Province, China 213000Li Zhixiang (3) Changzhou Inter Universal Machine & Equipment Co., Ltd. Jun Li, Chief Executive Officer Zhaiqiao Industrial District, Qianhuang Town Wujin District, Changzhou City Jiangsu Province, China 213177 The Entities are or may be creditors of the Debtor arising from: (a) claims arising from business relations between the Debtor and Frictionless, LLC through and including the date of the Debtor's bankruptcy petition; and/or (b) claims that have been or may be asserted in that certain arbitration proceeding, commenced April 15, 2019, captioned Changzhou Zhong Lian Investment Co. Ltd. (a/k/a Z.L. Investment), Claimant v. Daniel Banjo and Frictionless World, LLC, Respondents v. Li Zhixiang, Z.L. Investment, and Changzhou Inter Universal Machine and Equipment Co., Ltd., Counterclaim and Third-Party Respondents, American Arbitration Association Case No. 01-19-0001-1748 (the "Arbitration"). The Entities engaged S&H and K&L to represent them in conjunction with the Chapter 11 case in October 2019. Upon information and belief, neither S&H nor K&L holds any claim against or interest in the Debtor. S&H and K&L have fully advised each of the Entities with respect to their concurrent representation. Each of the Entities has consented to such representation, and each has separately requested that S&H and K&L represent them in connection with the Debtor's Case. As of Oct. 17, 2019, the Entities and and their disclosable economic interests are: (1) Frictionless: Claim of no less than $13,000,000 (2) Changzhou Zhong: Claim of no less than $20,000,000 (3) Changzhou Inter Universal: Claim of no less than $400,000 Each of S&H and K&L represents in connection with the case, in addition to the Entities, only Mr. Li Zhixiang, who is not presently a creditor. If the status of Mr. Li Zhixiang changes, S&H and K&L will file a supplement to this Verified Statement, as appropriate. None of the Entities represents or purports to represent any other individuals or entities in connection with the Case. Counsel for the Creditors: SHERMAN & HOWARD L.L.C. Peter A. Cal, Esq. Eric E. Johnson, Esq. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Telephone: (303) 297-2900 Facsimile: (303) 298-0940 E-mail: pcal@shermanhoward.com ejohnson@shermanhoward.com - and - K&L GATES LLP Brian D. Koosed, Esq. Robert T. Honeywell, Esq. 1601 K Street, N.W. Washington, D.C. 20006 Telephone: (202) 778-9204 Facsimile: (202) 778-9100 E-mail: Brian.Koosed@klgates.com Robert.Honeywell@klgates.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/b5ypbe About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- is a provider of professional grade outdoor power equipment, replacement parts for tractors, hitches and agricultural implements, gate and fence equipment, lithium ion powered tools, and ice fishing equipment. The Company offers brands such as Dirty Hand Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. Frictionless World sought Chapter 11 protection (Banks. D. Col. Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is the case judge. In the petition signed by CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503 and total liabilities of $17,364,542. WADSWORTH GARBER WARNER CONRARDY, P.C., is serving as the Debtor's counsel. FTE NETWORKS: Receives Noncompliance Notice from NYSE American -------------------------------------------------------------- FTE Networks, Inc. received on Oct. 14, 2019 a notice of non-compliance from the NYSE Regulation staff of the New York Stock Exchange advising the Company that it was no longer in compliance with NYSE's continued listing requirements set forth in Part 8 of the NYSE American Company guide as a result of the board resignations that were disclosed in the Company's Form 8-K filed on Oct. 11, 2019. Specifically, after giving effect to the board and respective committee resignations, NYSE informed the Company that: (1) the Company's Audit Committee was no longer compliant with Section 803B(2)(c) and Section 803B(2)(a)(iii) of the Company Guide as it was no longer composed of two independent members and did not have a financially sophisticated audit committee member and; (2) and the Company's Compensation Committee was no longer compliant with the requirements set forth in Section 805(a) of the Company Guide. To regain compliance with the above listed continued listing requirements, the Board appointed Joseph F. Cunningham and Peter Ghishan to the Audit Committee, following a determination by the Board that Messrs. Cunningham and Ghishan were "independent" under NYSE listing standards and other governing laws and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Cunningham will serve as the chair of the Audit Committee and the Board determined that he is financially sophisticated as defined in the NYSE American governance standards. Mr. Cunningham was appointed to serve on the Compensation Committee along with Michael P. Beys, following a determination by the Board that Mr. Beys was "independent" under NYSE listing standards and other governing laws and applicable regulations, including Rule 10A-3 under the Exchange Act. Following the appointment of Messrs. Cunningham and Ghishan to the Company's Audit Committee and Messrs. Beys and Cunningham's appointment to the Compensation Committee, the Company believes it has regained compliance with the continued listing requirements under Sections 803B(2)(c), 803B(2)(a)(iii), and 805(a) of the Company Guide. On Oct. 15, 2019, the Company submitted a plan of compliance to NYSE, setting forth its plan for regaining compliance with Sections 134 and 1101 of the Company Guide relating to the timely filing of Exchange Act reports and requesting an extension to file its Form 10-K for the year ended Dec. 31, 2018 and its Form 10-Q's for the periods ended March 31, 2019 and June 30, 2019. On Oct. 17, 2019, NYSE notified the Company that it had determined to accept its request and granted the Company an extension to file its 10-K and 10-Q's through Jan. 17, 2020. About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc. -- http://www.ftenet.com/-- is a provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings. The Company provides end-to-end design, construction management, build and support solutions for state-of-the-art networks, data centers, residential, and commercial properties and services Fortune 100/500 companies. FTE has three complementary business offerings which are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. FTE Networks reported a net loss attributable to common shareholders of $20.11 million for the year ended Dec. 31, 2017, following a net loss attributable to common shareholders of $6.31 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $158.87 million in total assets, $164.44 million in total liabilities, and a total stockholders' deficit of $5.56 million. On July 2, 2019, FTE Networks completed its previously announced debt restructuring by entering into an amended and restated Credit Agreement by and among the Company and its subsidiaries, Lateral Juscom Feeder LLC and several lenders party thereto and by amending and restating its Series A convertible notes and Series B promissory notes issued to Fred Sacramone and Brian McMahon and a super-senior bridge loan note issued to Mr. Sacramone. Pursuant to the Credit Agreement Amendment, terms of the $12.9 million super-senior bridge loan were amended to extend the maturity to Sept. 30, 2020, to amend the interest rate to 12% per annum payable in cash, to add a 4% extension fee to the principal amount (subject to reduction) and to provide for monthly amortization payments based on available cash flow. In addition, the terms of the $37.9 million senior debt were amended to extend the maturity to April 30, 2021, amend the interest rate to 12% per annum payable in cash, to add a 4% extension fee to the principal amount thereof (subject to reduction) and to include monthly amortization payments based on available cash flow. GENUINE FINANCIAL: S&P Alters Outlook to Neg., Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Genuine Financial Holdings LLC's (d/b/a HireRight) to negative from stable and affirmed all of its ratings on the company, including the 'B' issuer credit rating, 'B' first-lien and 'CCC+' second–lien ratings. Customer migration delays stemming from Genuine's 2018 merger with General Information Services (GIS) have hurt customer attrition and cost savings. Compounded with lower screening volumes on a same-store basis, EBITDA growth has been slow and cash flow generation weak, according to S&P. The outlook revision reflects S&P's expectation that over the next year Genuine could continue to encounter operating challenges which could further pressure free operating cash flow (FOCF) generation and adjusted leverage. While S&P expects the company to benefit from cost savings and curtailed technology investments in the first half of 2020, the company's ability to improve organic revenue growth and successfully migrate GIS customers onto the HireRight platform is less certain. As a result, by the end of 2019, adjusted leverage could increase to the mid- to high-7x area with minimal FOCF generation, according to the rating agency. The negative outlook reflects S&P's expectation that lower screening volumes, increased customer attrition, and prolonged technology investments could continue, further pressuring leverage and FOCF. While S&P believes cost savings and curtailed technology investments could improve earnings in the first half of 2020, uncertainties associated with organic revenue growth and customer platform migration pressure the company's credit metrics. "We could lower the rating within the next 12 months if screening volumes deteriorate and customer migration delays persist, increasing technology investments and/or customer attrition. This would result in negative revenue growth, adjusted leverage sustained above 7.5x, and FOCF to debt in the low-single-digit percent area," S&P said. "We could revise the outlook to stable over the next 12 months if Genuine maintains adjusted leverage below 7x and FOCF to debt in the 5% area. In this scenario, we assume successful customer migration, lower technology investments, and mid-single-digit percentage revenue growth," the rating agency said. GEORGE WASHINGTON BRIDGE: Taps Houlihan Lokey as Financial Advisor ------------------------------------------------------------------ George Washington Bridge Bus Station Development Venture LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Houlihan Lokey Capital, Inc. as its financial advisor and investment banker. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) conduct due diligence on the Debtor's operations, assets, legal entities and capital structure; (b) assist the Debtor in the development and distribution of selected information, documents and other materials to potential investors; (c) contact potential investors and acquirers to gauge interest level and discuss the opportunity; (d) establish and operate an online data room for relevant materials; (e) coordinate site visits and management presentations; (f) assist the Debtor in evaluating indications of interest and proposals regarding any transaction from current or potential lenders, equity investors, acquirers and strategic partners; (g) assist the Debtor in negotiations with creditors and other parties involved in a transaction; (h) provide expert advice and testimony regarding financial matters related to a transaction, if necessary; and (i) attend meetings of the Debtor's Board of Directors, creditor groups, official constituencies and other interested parties. Houlihan will be paid pursuant to the terms of this compensation structure: (a) During the terms of its employment, Houlihan will earn a non-refundable cash fee of $50,000 per month payable upon the consummation of a transaction. If the employment agreement is terminated before the end of three months from Oct. 4, 2019, the Debtor will pay the firm $100,000 in cash on the effective date of such termination. All of the monthly fees after the second monthly fee will be credited against the transaction fee. (b) In addition to the monthly fee, the Debtor will pay Houlihan Lokey these transaction fees: 1. Sale Transaction Fee. Upon the closing of each sale transaction, Houlihan will be paid from the gross proceeds of such transaction a cash fee based upon "aggregate gross consideration," calculated as follows: For AGC up to $100 million: 1.55 percent of AGC, plus For AGC from $100 million to $110 million: 3 percent of such incremental AGC, plus For AGC above $110 million: 5 percent of such incremental AGC To the extent a third-party broker presents an interested party that Houlihan (i) did not plan to contact, (ii) does not contact, or (iii) had not contacted through the use of any outside services utilized by the firm and such interested party ultimately consummates a sale transaction, the sale transaction fee will be reduced by 25 percent. 2. Restructuring Transaction Fee. Upon the earlier to occur of: (i) in the case of an out-of-court restructuring transaction, the effectiveness of all necessary waivers, consents, amendments or restructuring agreements between any entity comprising the Debtor and its creditors or the closing of such restructuring transaction; and (ii) in the case of an in-court restructuring transaction, the date that the requisite consents to a "pre-packaged" plan of reorganization under Chapter 11 of the Bankruptcy Code are obtained or the date of confirmation of a bankruptcy plan under Chapter 11 or Chapter 7 pursuant to an order of the bankruptcy court or the effective date of a confirmed plan, Houlihan will earn a cash fee of $1,450,000. Reid Snellenbarger, managing director of Houlihan Lokey, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Houlihan can be reached through: Reid Snellenbarger Houlihan Lokey Capital, Inc. 10250 Constellation Blvd., 5th Floor Los Angeles, CA 90067 Tel: 310.553.8871 Fax: 310.553.2173 About George Washington Bridge Bus Station Development Venture George Washington Bridge Bus Station Development Venture LLC is the entity contracted to renovate the George Washington Bridge Bus Station in New York. The bus station was reopened in 2016 following a delayed and costly renovation. As part of the deal, the company was granted a 99-year lease to operate and maintain the retail portion of the bus station. George Washington Bridge Bus Station Development Venture LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on Oct. 7, 2019. The company's assets are estimated between $50 million and $100 million, and liabilities between $100 million and $500 million, according to bankruptcy documents. The Hon. Shelley C. Chapman is the case judge. The Debtor tapped Cole Schotz P.C. as its legal counsel. GEORGE WASHINGTON BRIDGE: Taps Kreisberg as Special Counsel ----------------------------------------------------------- George Washington Bridge Bus Station Development Venture LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kreisberg & Maitland LLP as its special counsel. The firm will represent the Debtor in an eviction action it brought against its tenant, Inho Beauty Inc. The case filed in the Civil Court of the City of New York seeks a final judgment of possession, warrant of eviction, and approximately $110,000 in arrears from Inho. The billing rate for Gabriel Mendelberg, Esq., the firm's attorney principally involved in representing the Debtor, is $300 per hour. Kreisberg received total payments in the amount of $2,000 during the 90-day period prior to the petition date for services provided and expenses incurred. Gabriel Mendelberg, Esq., at Kreisberg, disclosed in court filings that the firm does not hold any interest adverse to the Debtor and its creditors, according to court filings. Kreisberg can be reached through: Gabriel Mendelberg, Esq. Kreisberg & Maitland LLP 75 Maiden Lane, Suite 603 New York, NY 10038 Phone: 212-629-4970 About George Washington Bridge Bus Station Development Venture George Washington Bridge Bus Station Development Venture LLC is the entity contracted to renovate the George Washington Bridge Bus Station in New York. The bus station was reopened in 2016 following a delayed and costly renovation. As part of the deal, the company was granted a 99-year lease to operate and maintain the retail portion of the bus station. George Washington Bridge Bus Station Development Venture LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on Oct. 7, 2019. The company's assets are estimated between $50 million and $100 million, and liabilities between $100 million and $500 million, according to bankruptcy documents. The Hon. Shelley C. Chapman is the case judge. The Debtor tapped Cole Schotz P.C. as its legal counsel. HAPPY ENDINGS: Hires Cunningham Chernicoff as Counsel ----------------------------------------------------- Happy Endings Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Cunningham Chernicoff & Warshawsky, P.C., as counsel to the Debtor. Happy Endings requires Cunningham Chernicoff to: a. give the Debtor legal advice regarding its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare and file on behalf of the Debtor, as Debtor-in- Possession, the original Petition and Schedules, and all necessary applications, complaints, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor, as Debtor- in-Possession, which may be necessary. Cunningham Chernicoff will be paid at these hourly rates: Robert E. Chernicoff $400 Partners $200 to $350 Associates $150 to $200 Paralegals $100 In the year prior to the filing of the Chapter 11 petition, the Debtor paid the sum of $1,300, all which was paid in the 90 day period immediately prior to the filing of the Petition. Cunningham Chernicoff will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert E. Chernicoff, a partner of Cunningham Chernicoff, 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. Cunningham Chernicoff can be reached at: Robert E. Chernicoff, Esq. CUNNINGHAM CHERNICOFF & WARSHAWSKY, P.C. 2320 North Second Street Harrisburg, PA 17106-0457 Tel: (717) 238-6570 About Happy Endings Holdings Happy Endings Holdings, LLC, based in Jonestown, PA, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03916) on Sept. 13, 2019. In the petition signed by Corey Wolff, director, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., serves as bankruptcy counsel. HAPPY FACES: Seeks to Hire Linda L. Baker as Accountant ------------------------------------------------------- Happy Faces Childcare & Learning Center, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. In an application filed in court, the Debtor proposes to employ Linda L. Baker, CPA, LLC to prepare its monthly reports and financial statements, and to file wage reports and tax returns. The firm charges an hourly fee of $150. Linda L. Baker is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. About Happy Faces Childcare Happy Faces Childcare & Learning Center Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-22093) on June 18, 2019. The Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. The case has been assigned to Judge Christine M. Gravelle. The Debtor hired Dennis M. Mahoney, LLC, as its legal counsel. HERITAGE GENERAL: Case Summary & 18 Unsecured Creditors ------------------------------------------------------- Debtor: Heritage General Building Contractors LLC PO Box 388 Everson, WA 98247 Business Description: Heritage General Building Contractors LLC -- http://www.heritagegbc.construction/-- is a full-service construction company based in Whatcom County, WA. The Company specializes in the new construction & remodeling of residential, commercial & multi-family properties. Chapter 11 Petition Date: October 22, 2019 Court: United States Bankruptcy Court Western District of Washington (Seattle) Case No.: 19-13880 Judge: Hon. Timothy W. Dore Debtor's Counsel: Steven C. Hathaway, Esq. LAW OFFICE OF STEVEN C. HATHAWAY 3811 Consolidation Ave PO Box 2147 Bellingham, WA 98227 Tel: 360-676-0529 E-mail: shathaway@expresslaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jay Prather, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at: http://bankrupt.com/misc/wawb19-13880.pdf HIGH RIDGE BRANDS: S&P Cuts ICR to 'D' on Missed Debt Payments -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based High Ridge Brands Co. (HRB) and its parent, CDR HRB Holdings Inc., to 'D' from 'CCC-', and lowered its rating on the company's $250 million senior unsecured notes to 'D' from 'C'. The rating action reflects the company's decision to miss payments due on substantially all of its debt. These missed payments include the interest due Sept. 15, 2019 on its $250 million senior unsecured notes—following the expiration of the 30-day grace period—and payments due on its unrated $270 million senior secured bank credit facility ($263.4 million outstanding as of June 30, 2019). The company has executed forbearance agreements with its noteholders and a substantial majority of its senior lenders that will provide HRB with time to evaluate its strategic options. HIGHWAY VENTURES: S&P Assigns 'B' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Highway Ventures Borrower LLC and its 'BB-' issue-level rating and '1' recovery rating to the company's proposed $300 million senior secured term loan B. Highway Ventures is a separate legal entity carved out by Service Properties Trust from 35 travel centers. It is the smallest REIT S&P rates by asset value, with exposure to a single tenant within the economically cyclical travel centers industry. S&P's business risk assessment considers the company's small scale; its concentrated tenant base (all facilities leased to a single tenant, TravelCenters of America); the highly leveraged balance sheet and the cyclical nature of TravelCenters, which could result in future rent cuts; and significant challenges related to either re-tenanting the assets or repurposing them (S&P believes there are minimal alternative uses to the properties). The company's triple-net lease structure, with a long weighted-average lease term of 16 years, along with TravelCenters' adequate rent coverage and Highway Ventures' solid EBITDA margins, are also considerations. S&P's stable outlook on Highway Ventures reflects its view that operating performance will remain stable over the next 12 months given the triple-net lease structure with a long weighted-average maturity and adequate tenant-level rent coverage at the operator level. The rating agency expects the company to remain committed to maintaining a relatively conservative balance sheet, with adjusted debt to EBITDA in the high-4x area. "While unlikely over the next 12 months, we could raise the rating by one notch if operating performance at TravelCenters of America is significantly better than we project, leading to additional rent collected by Highway Ventures and trailing-12-months tenant-level rent coverage improving to and being sustained above 2x," S&P said. Under such a scenario, the rating agency expects the additional rents collected would modestly improve key credit metrics such that adjusted debt to EBITDA declines to and is sustained below 4.5x. "While highly unlikely over the next year, we could lower our rating if Highway Ventures faces significant challenges that result in additional sizable rent concessions to its sole tenant, TravelCenters of America, or if trailing-12-month tenant-level rent coverage declines below 1.2x for multiple quarters, foreshadowing a large rent cut or potential tenant restructuring," the rating agency said. HUDBAY MINERALS: S&P Cuts ICR to 'B' on Weaker Cash Flow Prospects ------------------------------------------------------------------ S&P Global Ratings lowered its long-term issuer credit and unsecured debt ratings on Toronto-based base metals producer Hudbay Minerals Inc. to 'B' from 'B+'. The downgrade reflects expected deterioration in leverage and cash flow metrics through 2020. S&P estimates Hudbay will generate earnings and cash flows well below the rating agency's previous expectations, leading to adjusted debt-to-EBIDA increasing to the low-5.0x area in 2020. The revision to S&P's estimates follows a decline in its copper and zinc price assumptions for the rest of 2019 to 2021. In addition, S&P expects reduced copper output in 2020, mainly from the transition to lower grades at Constancia, will also pressure Hudbay's credit measures over this period. Moreover, S&P now estimates the company will generate free cash flow deficits (cash flow from operations less all capital expenditures) in 2019 and 2020, which incorporates required growth capital expenditures in Peru (spending to develop Pampacancha) and Manitoba (the New Britannia mill refurbishment). In S&P's view, free cash flow deficits and lower corresponding cash position reduce financial flexibility in the event the company pursues growth initiatives that could include its Rosemont project. The stable outlook primarily reflects S&P's expectation that the company will maintain a favorable cash position at least over the next 12 months, with low risk of higher debt given Rosemont is not expected to be developed during this timeframe. S&P expects adjusted debt-to-EBITDA will increase next year to levels considered high for the rating at just over 5x in 2020. However, the rating incorporates the potential for credit measures to improve thereafter. "We could consider a negative rating action over the next 12 months if we expect the company to sustain leverage well above 5x. In this scenario, we would assume a protracted period of copper and zinc prices well below our current assumptions, or higher-than-expected unit costs that negatively affect earnings and cash flow," S&P said. A downgrade could also follow a material deterioration in liquidity from higher-than-expected free cash flow deficits, which limits Hudbay's flexibility to pursue growth projects without incremental debt, according to the rating agency. "Although unlikely over the next 12 months, we could raise the rating if we believe Hudbay will generate and sustain adjusted debt-to-EBITDA in low-3x area. We would expect the company to also generate positive free cash flows, with improved production and cash flow visibility beyond 2021. In our view, a higher-than-expected cash position could reduce downside risk associated with future business-enhancing growth investments," S&P said. INDIGO NATURAL: S&P Raises Unsecured Notes Rating to 'BB-' ---------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Indigo Natural Resources LLC's senior unsecured debt to 'BB-' from 'B+' and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%: rounded estimate: 85% cap) recovery in the event of default. The issuer credit rating remains 'B+' and the outlook remains stable. S&P raised the senior unsecured rating and revised the recovery rating to incorporate an updated estimate of proved reserve value as well as the assumption that the company will use proceeds from its recent mid-stream divestiture to reduce its overall debt. The rating agency based its valuation on a company-provided midyear 2019 PV10 report using its recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $3.00 per million Btu for Henry Hub natural gas. RECOVERY ANALYSIS Key Analytical Factors: -- S&P's stimulated default scenario for Indigo contemplates a sustained period of weak crude oil and natural gas prices, consistent with past defaults in this sector. -- S&P bases its valuation on a company-provided midyear 2019 PV10 report. -- S&P's recovery analysis for Indigo incorporates the company's $800 million secured reserve-based loan (RBL) facility, which it assumes is fully drawn in its default scenario. Simulated default assumptions -- Simulated year of default: 2023 -- Jurisdiction (Rank A): the company's headquarter is hin the U.S. and has majority of its assets/revenues located domestically. Simplified waterfall -- Net enterprise value (after 5% in administrative costs): $1.750 billion -- Secured claims: $830 million --Recovery expectations: Not applicable -- Remaining value available to unsecured claims: $920 million -- Senior unsecured claims: $672 million --Recovery expectation: 70% to 90% (rounded estimate: 85% cap) Note: All debt amounts include six months of prepetition interest. INSIGNIA TECHNOLOGY: Equity to Be Sold for $7.1 Million ------------------------------------------------------- Insignia Technology Services, LLC, filed an executed purchase agreement as supplement to its Amended Chapter 11 Plan of Reorganization. A copy of the Purchase Agreement between Steven C. Ikirt (buyer) and Frederick P. O'Brien (seller) is available at https://tinyurl.com/yyd8f9hm from PacerMonitor.com free of charge. O'Brien owns all of the equity of Insignia Technology. Pursuant to the APA, Ikirt will purchase the equity from O'Brien for $7.1 million. As reported in the TCR, the Debtor has proposed a Plant that would provide for (a) survival of more than 100 jobs and the company, (b) full payment of secured and administrative claims on the effective date, (c) full payment to general unsecured creditors, paid at 6% interest over two years, and (d) payment of $7.5 million to Mr. David La Clair. A full-text copy of the disclosure statement is available for free at https://tinyurl.com/yxcumk6b from PacerMonitor.com. About Insignia Technology Services Insignia Technology Services, LLC -- https://insigniatechnology.com/ -- is a provider of information technology, software engineering, and instructional design and collaborative environments for its government and commercial clients. The Company specializes in full Systems Development Life Cycle support of complex, Enterprise-class IT systems running in mission-critical, high-availability environments. The company was founded in 2006 and is based in Newport News, Virginia with locations in Arlington, Virginia; North Charleston, South Carolina; St. Louis, Missouri; New Orleans, Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver, Colorado. Insignia Technology Services, LLC, based in Newport News, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March 2, 2019. In the petition signed by CEO Frederick P. O'Brien, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stephen C. St. John oversees the case. The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as general legal and government contracting counsel. INSIGNIA TECHNOLOGY: Wins Approval of Chapter 11 Plan ----------------------------------------------------- Insignia Technology Services, LLC, won approval from the U.S. Bankruptcy Court for the Eastern District of Virginia, Newport News Division, of its Amended Chapter 11 Plan. Judge Stephen C. St. John on Oct. 11, 2019, granted final approval to the Disclosure Statement and confirmed the Plan. According to the Debtor, 100% of the ballots cast in Classes 2 and 3 voted in favor of the Plan. The Debtor says that objections to the Debtor's proposed chapter 11 plan raised by the Office of the United States Trustee and the United States of America on behalf of the Internal Revenue Service have been resolved. The Plan confirmation order provides that all U.S. Trustee fees will be paid in full in cash on the Effective Date. On the Effective Date, $184,496 will be reserved for payment of any U.S. Trustee fees. As to the IRS, there will be no requirement that the IRS file an administrative claim for postpetition tax liabilities, including but not limited to, Form 941 liabilities for June 30, 2019, to be paid such liabilities. A copy of the Plan Confirmation Order is available at: https://tinyurl.com/yyr2ku9s As reported in the TCR, the Debtor has proposed a Plan that would provide for (a) survival of more than 100 jobs and the company, (b) full payment of secured and administrative claims on the effective date, (c) full payment to general unsecured creditors, paid at 6% interest over two years, and (d) payment of $7.5 million to Mr. David La Clair. A full-text copy of the disclosure statement is available for free at https://tinyurl.com/yxcumk6b from PacerMonitor.com. About Insignia Technology Services Insignia Technology Services, LLC -- https://insigniatechnology.com/ -- is a provider of information technology, software engineering, and instructional design and collaborative environments for its government and commercial clients. The Company specializes in full Systems Development Life Cycle support of complex, Enterprise-class IT systems running in mission-critical, high-availability environments. The company was founded in 2006 and is based in Newport News, Virginia with locations in Arlington, Virginia; North Charleston, South Carolina; St. Louis, Missouri; New Orleans, Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver, Colorado. Insignia Technology Services, LLC, based in Newport News, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March 2, 2019. In the petition signed by CEO Frederick P. O'Brien, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stephen C. St. John oversees the case. The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as general legal and government contracting counsel. ITINERIS EARLY COLLEGE: S&P Assigns 'BB' Issuer Credit Rating ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issuer credit rating (ICR) to Itineris Early College High School, Utah. The outlook is stable. "The ICR reflects our opinion of the obligor's overall capacity and willingness to meet its financial obligations, and is not specific to any particular bond series," said S&P Global Ratings credit analyst Ann Richardson. S&P assesses Itineris' enterprise profile as adequate, characterized by a trend of fluctuating demand as seen in its enrollment, which the rating agency believes could soon stabilize near facility capacity; excellent academics; and a stable management team. The school's reputation as one of the best high schools in the state supports S&P's favorable opinion of its demand profile, which translates to its opinion of the school's overall enterprise profile. S&P assesses Itineris' financial profile as vulnerable, with a high debt burden relative to its limited operations, slim margins, and a satisfactory cash position for the rating category. In S&P's view, the financial profile is constrained by the organization's small operating base relative to debt outstanding. Combined, the rating agency believes these credit factors lead to an indicative stand-alone credit profile of 'bb' and a final long-term rating of 'BB'. "The 'BB' rating reflects our assessment of the school's high debt burden, small operating base, maximum annual debt service (MADS) coverage levels that have historically been less than 1.5x, and risk, as with all charter schools, that it can be closed for nonperformance of its charter or for financial distress before final maturity of the bonds," said Ms. Richardson. As of fiscal 2018 year-end, Itineris' total debt consisted of the organization's series 2013 bonds with about $8 million outstanding. The school used series 2013 bond proceeds to build and construct its current facility, and it launched operations at the facility in the fall of 2014. "The stable outlook reflects our expectation that, during the next year, Itineris' demand profile will continue to reflect excellent academics and the school will maintain at least its current enrollment levels," added Ms. Richardson. The outlook also reflects S&P's view that the school will maintain positive, albeit slim, operations on a full-accrual basis and sustain MADS coverage and liquidity at levels consistent with those of peers and medians at the current rating. JANE STREET: S&P Rates $2BB Senior Secured Term Loan 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating on Jane Street Group LLC's new $2 billion senior secured term loan B due 2026. This issue refinances the firm's existing senior secured debt and adds an incremental $500 million. The incremental debt provides additional stable funding, and S&P expects the company to use the incremental proceeds to further expand trading capital and support liquidity as the firm continues to expand its trading operations. "Despite our expectation that utilization of the additional trading capital will increase trading book market risk exposure, this has no impact on our ratings on Jane Street. This is because we believe capital is sufficient to maintain an S&P Global Ratings risk-adjusted capital ratio above 9%, in line with our current ratings expectations," the rating agency said. KAISER GYPSUM: Debtors' Plan Moves Forward; TIE's Rejected ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina has approved the disclosure statement dated Oct. 14, 2019, in support of Kaiser Gypsum Company, Inc. and Hanson Permanente Cement, Inc.'s Third Amended Joint Chapter 11 plan of reorganization. A hearing to consider confirmation of the Plan is scheduled for March 30, 2020, at 9:30 a.m. There are two reorganization plans pursued in the Chapter 11 cases. On Oct. 7, 2019, Judge J. Craig Whitley entered an order denying the fifth amended disclosure statement for the Chapter 11 plan of reorganization for Kaiser and Hanson that was proposed by Truck Insurance Exchange, as well as Kaiser's Third Amended Disclosure Statement. "Both Disclosure Statements have disclosure deficiencies, but these are potentially remediable. While the Debtors' Third Amended Joint Plan (Docket no. 1772) appears to have issues that may ultimately present obstacles to confirmation, it cannot be said to be "patently unconfirmable." On the other hand, Truck Insurance Exchange's Fifth Amended Plan (Docket no. 1665), as described, is "patently unconfirmable" in its present iteration and cannot proceed to solicitation and confirmation," Judge Whitley said in his Oct. 7 order, a copy of which is available at https://is.gd/exSuor On Oct. 15, 2019, the Debtors filed further amendments to their Disclosure Statement, a redlined copy of which is available at https://is.gd/VkRqya from PacerMonitor.com free of charge. On Oct. 17, 2019, Judge Whitley indicated that he will enter an order approving the Debtors' Disclosure Statement. About Kaiser Gypsum Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. The companies are represented by Rayburn Cooper & Durham P.A. and Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special insurance counsel; NERA Economic Consulting as consultant; Miller Nash Graham & Dunn LLP as special environmental and insurance counsel; and PricewaterhouseCoopers LLP as financial advisors. At the time of the bankruptcy filing, Kaiser and Hanson each was estimated to have assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Kaiser Gypsum Company, Inc. The Creditors Committee hired Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC. An Official Committee of Asbestos Personal Injury Claimants retained Caplin & Drysdale, Chartered, as its counsel. Lawrence Fitzpatrick, the Future Claimants' Representative, tapped Ankura Consulting Group, LLC as his claims evaluation consultant; Young Conaway Stargatt & Taylor, LLP as attorney; and Hull & Chandler, P.A. as local counsel. KB HOME: S&P Rates $300MM Senior Unsecured Notes 'BB-' ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to KB Home's proposed $300 million senior unsecured notes due in 2029. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. S&P expects the company to use the proceeds from these notes to repay most of its $350 million outstanding 8.00% senior unsecured notes due March 2020. KBR INC: S&P Raises ICR to 'BB-' on Strengthened Business --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'BB-' from 'B+' on Houston-based professional services provider KBR Inc. whose focus on more value-added government services work, a less risky contract mix in the engineering and construction (E&C) business, and voluntary debt repayments have strengthened the business and improved the rating agency's expectations for credit measures. At the same time, S&P raised its issue-level rating on the company's first-lien credit facility to 'BB-' from 'B'. The '3' recovery rating is unchanged. S&P said the company's rapid earnings growth and voluntary debt repayments should result in improved credit ratios in 2019. Since its acquisition of Stinger Ghaffarian Technologies Inc. (SGT) in April 2018, KBR has grown earnings at a faster rate than S&P originally expected. The government solutions (GS) business is expected to reach nearly $4 billion in annual revenue on the strength of on-contract growth and new business in logistics and systems engineering--all supported by robust government spending. The much smaller technology solutions (TS) segment has also shown significant organic revenue growth due to improvement in the chemicals market and sales of proprietary equipment and technology. The improved revenues and fairly steady EBITDA margins have led to increased earnings and cash flow, allowing KBR to make voluntary debt repayments in excess of required amortization. The higher cash flow and reduced debt should result in funds from operations (FFO) to debt increasing near 30% in 2019. The stable outlook reflects S&P's expectation that the company will likely return cash to shareholders after reaching its stated leverage target, limiting the improvement in credit ratios resulting from growing earnings. Therefore, S&P expects KBR's FFO-to-debt ratio to be near 30% in 2019 and 2020. Upside scenario S&P said it could raise its rating on KBR if the company's FFO-to-debt ratio rises above 30% and the rating agency expects the company to remain there. This would require the company to use excess cash to repay additional debt, commit to maintain credit ratios at these levels, and avoid any significant debt-financed acquisitions or large share repurchases, according to the rating agency. S&P said it could also raise the rating if the company's government services business grows while continuing to perform more advanced, value-added work, or the E&C business successfully transitions away from higher risk contracts. Downside scenario S&P said it could lower its rating on KBR if the company's FFO-to-debt ratio drops below 20% and the rating agency doesn't expect the company to improve. This could occur if the company experiences operational difficulties and realizes significant losses on future contracts, or if it pursues large debt-financed acquisitions or share repurchases, according to the rating agency. KDO INDUSTRIES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of KDO Industries Inc. as of Oct. 21, according to a court docket. About KDO Industries KDO Industries Inc. manufactures fabricated structural metal and steel or other metal products for structural purposes. KDO Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-76060) on Sept. 3, 2019. At the time of the filing, the Debtor disclosed assets in the amount of $333,317 and liabilities in the amount of $2,369,989. The petition was signed by Lucelle Del Rosario, president. The Hon. Alan S. Trust is the case judge. Berger, Fischoff, Shumer, Wexler & Goodman, LLP serves as the Debtor's counsel. LAKELAND HOLDINGS: S&P Lowers ICR to 'B-' on Term Loan Add-On ------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating to 'B-' from 'B' on U.S. educational travel services provider Lakeland Holdings LLC (WorldStrides), which is planning to issue a $50 million add-on to its senior secured term loan and use the proceeds to acquire an educational travel provider. The outlook is stable. The rating agency also lowered its issue-level ratings on the senior secured facilities to 'B-' from 'B', in line with the issuer credit rating. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. Although the proposed add-on modestly impairs recovery prospects, the rating agency increased its recovery valuation, reflecting incremental value from the proposed acquisition. S&P expects WorldStrides to sustain the rating agency's measure of adjusted leverage above 7x through 2020 and to continue to make acquisitions. WorldStrides plans to acquire an educational travel business that operates in the U.S. and Canada and intends to finance the purchase with a proposed $50 million add-on to its senior secured term loan. While it believes that the acquisition expands WorldStrides' product offerings, S&P also believes the company would pay a multiple including anticipated synergies that would have a modest leveraging impact under the rating agency's measure of adjusted EBITDA, which includes some transaction- and acquisition-related costs that typically recur for highly acquisitive companies. The outlook is stable despite elevated leverage because S&P expects EBITDA coverage of total interest expense (including PIK interest on the seller note) above 1.5x and for liquidity in terms of cash flow, cash balances, and revolver availability to be adequate through 2020. "We could lower the rating if liquidity is pressured due to EBITDA underperformance, adjusted EBITDA coverage of interest weakens below 1.5x, or adjusted leverage increases above 8.5x. In our view, WorldStrides' capital structure would become unsustainable above this level of leverage," S&P said. "We would consider raising the rating if the company sustains leverage below 7x, while generating good anticipated cash flow and modest organic growth. This improvement would likely occur because of the successful integration of recent acquisitions, a financial policy of using cash flow for debt repayment, and favorable conditions for student travel," the rating agency said. LIFE PARTNERS: Former Plan Trustee Opposes Audit Request -------------------------------------------------------- Eduardo Espinosa, individually and in his capacity as the former Trustee of the Life Partners Position Holder Trust (PHT), opposes non-party Michael LaMothe's motion to compel him and others to prepare an audit of the PHT or of the Debtor, Life Partners Holdings, Inc. (LPHI) or to provide tax returns for either entity. According to Espinosa, not only is the motion substantively without merit, LaMothe has sought relief from the wrong party. As the former trustee, Espinosa is wholly without the power or authority to prepare or provide the requested audits or tax returns. Accordingly, he cannot be compelled to do so. After confirming LPHI's plan of reorganization, the Court formed two trusts, the PHT and the Life Partners Creditors' Trust, to provide recovery LPHI's various creditors. LPHI assigned its causes of action to the Creditors' Trust and its remaining assets, primarily its portfolio of life insurance policies, to the PHT. Also, as part of the Plan, the Court cancelled all existing shares in LPHI and created new LPHI shares which were assigned to the PHT. The Effective Date of the Plan was Dec. 9, 2016. The Court appointed Espinosa as the PHT's initial trustee. He served in that capacity until Dec. 13, 2018 when he was replaced by Michael Quilling, the current trustee. During the time he was trustee, Espinosa was in charge of the PHT's business and its books and records. After his replacement, Espinosa ceded all of his duties and responsibilities to Quilling. At this time, Espinosa has nothing to do with the PHT. LPHI assigned its causes of action to the Creditors' Trust and its remaining assets, primarily its portfolio of life insurance policies, to the PHT. Also, as part of the Plan, the Court cancelled all existing shares in LPHI and created new LPHI shares which were assigned to the PHT. The Effective Date of the Plan was Dec. 9, 2016. As he is no longer the PHT's trustee, Espinosa cannot cause the PHT to complete audits or provide tax returns and, thus, LaMothe lacks standing to seek relief from him. As LaMothe alleges, Espinosa is the former trustee of the PHT. Quilling replaced him as trustee in December 2018. This Court has previously recognized Quilling's replacement of Espinosa as the PHT’s trustee. Because Espinosa is no longer the trustee and incapable of providing the relief requested, LaMothe cannot obtain relief against him. DeMothe has not suffered an injury in fact because he holds no interest in the PHT and was not a creditor of the Debtor. Accordingly, he lacks standing, Espinosa tells the Court. A full-text copy of the Objection is available at https://tinyurl.com/y3ex5jyr from PacerMonitor.com at no charge. Counsel for Eduardo Espinosa, Individually and as Former Trustee of the Life Partners Position Holder Trust: Michael D. Napoli Scott D. Lawrence AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel: (214) 720-4300 E-mail: michael.napoli@akerman.com scott.lawrence@akerman.com About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The case was assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee was represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). LSC COMMUNICATIONS: Stockholders Elect Eight Directors ------------------------------------------------------ LSC Communications, Inc., held its Annual Meeting of Stockholders on Oct. 17, 2019, at which the stockholders: (1) elected Thomas J. Quinlan III, Shan M. Atkins, Margaret A. Breya, Judith H. Hamilton, Francis J. Jules, Thomas F. O'Toole, Douglas W. Stotlar, and Shivan S. Subramaniam as directors; (2) approved the advisory resolution on executive compensation; (3) approved the amendment to the Company's Amended and Restated 2016 Performance Incentive Plan; and (4) ratified the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2019. About LSC Communications Headquartered in Chicago, Illinois, LSC Communications -- www.lsccom.com -- offers a broad scope of traditional and digital print, print-related services and office products serving the needs of publishers, merchandisers and retailers around the world. LSC Communications reported a net loss of $23 million for the year ended Dec. 31, 2018, compared to a net loss of $57 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $1.87 billion in total assets, $1.75 billion in total liabilities, and $126 million in total equity. On Aug. 2, 2019, LSC entered into an amendment to its credit agreement, dated Sept. 30, 2016, by and among the Company, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent and as collateral agent to, among other things, reduce the aggregate amount of Revolving Commitments and amend the financial maintenance covenants to increase the maximum Consolidated Leverage Ratio and decrease the minimum Interest Coverage Ratio. The amendment became effective on Aug. 5, 2019. As a result, the Revolving Commitments will be reduced to $300 million from $400 million. * * * As reported by the TCR on July 30, 2019, S&P Global Ratings removed its ratings on LSC Communications Inc. (LSC) from CreditWatch and lowered the issuer credit rating to 'CCC+' from 'B'. S&P said, "The downgrade and negative outlook reflect our view that LSC will maintain elevated leverage in the high-4x area, generate only $20 million to $35 million of reported free operating cash flow in 2019 and in 2020, and will likely need to draw on its revolver to fund its mandatory debt amortization payments and operations. While we do not anticipate a payment default in the next 12 months, we believe the company's cash constraints in the secularly declining commercial printing industry makes it overly dependent on favorable economic conditions, business prospects, and financial market access to refinance its debt maturities in 2021, 2022, and 2023, and to service its debt obligations. We expect LSC will continue to experience steep revenue declines and a challenging operating environment in its key long-run print products. We believe the company has delayed key cost savings initiatives in anticipation of its proposed acquisition by Quad and now must accelerate those restructuring activities at the expense of cash flow. M BRANDS LLC: Seeks to Hire Morton McGoldrick as Attorney --------------------------------------------------------- M Brands, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Morton McGoldrick, PLLC, as attorney to the Debtor. M Brands, LLC requires Morton McGoldrick to: a. give the Debtor legal advice with respect to Debtor's powers and duties as Debtor-In-Possession in the continued operation of its financial affairs and businesses; b. prepare on behalf of the Debtor as Debtor-In-Possession necessary applications, answers, orders, reports and other legal papers; c. perform all other legal services for Debtor as Debtor-In- Possession which may be necessary herein and it is necessary for the Debtor as Debtor-In-Possession to employ an attorney for such professional services. Morton McGoldrick will be paid at these hourly rates: Attorneys $375 Paralegals $150 Morton McGoldrick will be paid a retainer in the amount of $20,000, and $1,717 filing fee. Morton McGoldrick will also be reimbursed for reasonable out-of-pocket expenses incurred. Brett L. Wittner, a partner at Morton McGoldrick, 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. Morton McGoldrick can be reached at: Brett L. Wittner, Esq. MORTON MCGOLDRICK, PLLC 820 "A" Street, Suite 600 P.O. Box 1533 Tacoma, WA 98401 Tel: (253) 627-8131 About M Brands LLC M Brands LLC is a privately held company whose principal assets are located at 2415 Airport Way South Seattle, Wash. M Brands sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-42348) on July 18, 2019. At the time of the filing, the Debtor disclosed $3,106,825 in assets and $2,262,963 in liabilities. The case has been assigned to Judge Brian D. Lynch. The Debtor is represented by Brett L. Wittner, Esq., at Morton McGoldrick, PLLC. MANICURED WOMAN: Taps Anthony D. Nini as Accountant --------------------------------------------------- The Manicured Woman Inc. received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Anthony D. Nini, CPA as its accountant. The firm will assist the Debtor in the preparation of its Chapter 11 reorganization plan, monthly operating reports and supporting schedules. The firm's hourly rates are: Owners/Directors $230 - $285 Managers $180 - $200 Senior Associates $100 - $150 Associates $80 - $95 Paraprofessionals $60 - $75 The firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. About The Manicured Woman The Manicured Woman Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-25971) on Aug. 19, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Michael B. Kaplan. The Debtor is represented by the Law Offices of Scott E. Kaplan, LLC. MCP REAL ESTATE: Hearing on Plan & Outline Continued to Nov. 20 --------------------------------------------------------------- A continued hearing will be held at Bankruptcy Courtroom A, 6400 Robert C. Byrd U.S. Courthouse, 300 Virginia Street East, Charleston, West Virginia 25301 on Nov. 20, 2019, at 1:30 p.m. to consider and act upon, among other things, MCP Real Estate Holding, LLC's Combined Disclosure Statement and Plan. As reported in the TCR, MCP Real Estate Holding, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia, a small business Chapter 11 plan and disclosure statement. The Debtor believes that they can sell the six townhomes for $1,040,000 and after lessening the costs to complete the homes pay over to First Exchange Bank at not less than $700,000 to lessen the obligation to about $1.2 million. The Debtor will pay First Exchange Bank the total sum of $1,851,000 with a 4.5% interest rate over 60 months as the sale of real property takes place at the rate of up to $20,000 per acre. The Debtor further believes that the real property can be sold and generate $3,800,000.00 to pay off the first Enterprise loan and secured loan. A full-text copy of the disclosure statement is available at https://tinyurl.com/y4rl7u84 from PacerMonitor.com at no charge. MCP Real Estate Holding, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 19-30026) on Jan. 23, 2019, listing under $50,000 in both assets and liabilities. The Debtor hired Pepper & Nason as attorney. MIAMI METALS I: Amended Plan Support Agreement Approved ------------------------------------------------------- The Hon. Sean H. Lane from the U.S. Bankruptcy Court for the Southern District of New York granted the motion of Miami Metals I and its affiliated debtors to enter into and perform under the Amended Plan Support Agreement. The Debtors are authorized to carry out all of their respective obligations pursuant to the PSA. Parties to the PSA are (a) the Debtors; (b) Coöperative Rabobank U.A., New York Branch, Brown Brothers Harriman & Co., Bank Hapoalim B.M., Mitsubishi International Corporation, ICBC Standard Bank Plc, Techemet Metal Trading LLC, Merced Partners Limited Partnership and Athilon Capital Corp. LLC, and Hain Capital Investors Master Fund, Ltd. (collectively, the "Secured Parties"); (c) the Official Committee of Unsecured Creditors of the Debtors (the "Committee"); (d) Bayside Metal Exchange, Coeur Rochester, Inc. c/o Coeur Mining, Inc., Cyber-Fox Trading, Inc., Minera Real de Ora S.A. de C.V., Pyropure Inc., and So Accurate Group Inc. (collectively, the "Committee Members"); and (e) Tiffany and Company, Laurelton Sourcing, LLC, Yamana Gold, Inc., Pretium Exploration, Inc., and Premier Gold Mines Limited (collectively, the "Customer Parties"). The PSA parties have agreed to support confirmation of the Debtors' Plan of Liquidation. A full-text copy of the Order and PSA is available at https://tinyurl.com/yyzbqrsm from PacerMonitor.com at no charge. About Miami Metals I Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over the United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. Republic Metals Refining Corporation is now known as Miami Metals I, Inc.; Republic Metals Corporation as Miami Metals II, Inc.; and Republic Carbon Company as Miami Metals III LLC. In the petition signed by CRO Scott Avila, Republic Metals Refining was estimated to have assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC, as financial advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. MOUNTAIN RIDGE GOLF: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Mountain Ridge Golf Club, LLC 16941 Highway 70 North Monterey, TN 38574 Business Description: Mountain Ridge Golf Club, LLC owns and operates a golf course facility in Monterey, Tennessee. Chapter 11 Petition Date: October 22, 2019 Court: United States Bankruptcy Court Middle District of Tennessee (Cookeville) Case No.: 19-06871 Judge: Hon. Randal S. Mashburn Debtor's Counsel: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 615-933-5850 Fax: 615-777-3765 E-mail: griffin@dhnashville.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin Foutch, managing member. 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/tnmb19-06871.pdf NAUGHTON PLUMBING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of Naughton Construction LLC, FWN Investments LLC and FWN Investments LLC as of Oct. 21, 2019, according to the case docket. About Naughton Plumbing Naughton Plumbing Sales Co. Inc. -- http://www.naughtons.com/-- specializes in the retail and wholesale distribution and sale of plumbing, heating, evaporative cooling, air conditioning, electrical, hardware, and lawn and garden supplies. Naughton Plumbing Sales Co. Inc., FWN Investments LLC and Naughton Construction LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 19-11441) on Sept. 9, 2019. In the petition signed by Frank W. Naughton, president, Naughton Plumbing was estimated to have assets between $1 million and $10 million and liabilities of the same range. Smith & Smith PLLC serves as the Debtor's counsel. NCR AUTO CORES: Case Summary & 7 Unsecured Creditors ---------------------------------------------------- Debtor: NCR Auto Cores & Security Inc. 625 S. Columbus Ave Mount Vernon, NY 10550-4713 Business Description: NCR Auto Cores & Security Inc. is a privately held company whose principal assets are located at 222 City Island Ave Bronx, NY 10464-1526. Chapter 11 Petition Date: October 22, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-23869 Judge: Hon. Robert D. Drain Debtor's Counsel: H. Bruce Bronson, Jr. BRONSON LAW OFFICE, P.C. 480 Mamaroneck Avenue Harrison, NY 10528-0023 Tel: 877-385-7793 Fax: 888-908-6906 E-mail: ecf@bronsonlaw.net hbbronson@bronsonlaw.net Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Forti, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-23869.pdf NETFLIX INC: S&P Rates New $2BB Senior Unsecured Notes 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery ratings to Netflix Inc.'s proposed approximately $2 billion senior unsecured notes due 2030. The company will split the notes between a dollar-denominated tranche and a euro-denominated tranche. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default. Netflix plans to use the net proceeds from the notes for continued investments in original content and general corporate purposes. Pro forma for the debt issuance, the company's adjusted leverage is 4.0x (as of Sept. 30, 2019) and S&P expects it to remain around 4x through the end of 2019. S&P's 'BB-' issuer credit rating on Netflix reflects its expectation for continued EBITDA margin improvement driven, in part, by price increases and continued subscriber growth. These factors demonstrate the strength of the company's business model and its ability to expand globally, increase its margins, and manage its rising debt burden. Netflix has effectively positioned itself as a premier video library for online viewers in developed markets and is well positioned to accelerate its growth and capture further international market share. However, the impending launch of new subscription video on demand (SVOD) services (e.g. Disney+, HBO Max, Peacock) will increase competition and could slow domestic subscriber growth. The increasing competitive landscape in addition to the company's significant content investments will likely result in it continuing to generate multibillion-dollar free cash flow deficits over the next two to three years. "We could lower the rating if revenue growth decreases to well below 20%, EBITDA margin expansion slows, and free cash flow deficits substantially increase. This would likely occur if increased competition from new and existing over-the-top (OTT) platforms dampens subscriber growth or if content and marketing investments are less effective at retaining subscribers," S&P said. NEXUS BUYER: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned a 'B-' issuer credit rating to Nexus Buyer LLC (d/b/a Promontory Interfinancial Network LLC) (PIN) and a 'B' issue-level and '2' recovery ratings to the company's first-lien credit facilities. The outlook is stable. PIN, a Washington, D.C.–based provider of deposit allocation technology-based services to U.S. banks, is issuing a $100 million first-lien revolving credit facility, a $620 million first-lien term loan, and a $230 million second-lien term loan (unrated). The company will use the proceeds to partially fund its leveraged buyout by The Blackstone Group. S&P's rating on PIN reflects its very high pro forma debt leverage of over 9x, its financial sponsor ownership, and its relatively small scale and narrow business focus in deposit allocation and balance sheet management technology solutions for U.S. banks. In certain situations the company is classified as a deposit broker, as defined by the Federal Deposit Insurance Act, which subjects its network partners to additional regulatory requirements. The stable outlook reflects S&P's expectation for PIN to strengthen its market position, and grow its deposit volumes and net revenues by approximately 13% over the next 12 months. S&P forecasts adjusted EBITDA margins will improve to the mid- to high-50% area given the platform's inherent operating leverage, allowing for deleveraging to the low-7x area by year-end 2020. "We could lower our ratings if operating performance deteriorates, resulting in FOCF deficits or EBITDA to cash-interest coverage to decline toward the low-1x area," S&P said. In this scenario, unexpected legislative change as a result of a economic weakness or a banking crisis or increased competition results in reduced demand for deposits or deposit volumes, fee rate compression, or a loss of large network members. Alternatively, financial policy decisions consisting of debt-funded dividends or acquisitions could result in a downgrade. "Although we consider an upgrade unlikely over the next 12 months, we could raise the ratings if the company demonstrates strong operating performance such that it deleverages comfortably below 7.0x, with free operating cash flow to debt in the mid-single-digit percent area. In this scenario, we would expect a relatively favorable operating and regulatory environment," S&P said. NN INC: S&P Affirms 'B' ICR, Alters Outlook to Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on Charlotte, NC-based component and assembly manufacturer NN Inc. and revised the outlook to stable from positive. At the same time, S&P assigned a 'B' issue-level rating and '3' recovery rating to the company's proposed senior secured debt. The company is proposing to refinance its existing debt with a new $120.0 million asset-based lending (ABL) revolving credit facility and a new $875.0 million first-lien term loan. S&P's outlook revision reflects weaker-than-expected financial performance over the past year, due mainly to softer end market demand in its Mobile Solutions and Power Solutions segments. The company has benefited from solid growth in its Life Sciences segment, bolstered by the acquisition of Paragon Medical, and conducted an equity issuance in September 2018. However, the company will remain firmly highly leveraged, with adjusted leverage at 7.5x at year-end 2019, versus S&P's original expectations of leverage approaching 5x. The stable outlook reflects S&P's expectation of modest sales growth driven by solid growth in Life Sciences, amid challenges in Mobile Solutions and flat sales in Power Solutions. S&P expects steady EBITDA growth to result in leverage of 7.5x in 2019 and 6.3x in 2020 and discretionary cash flow of $12 million in 2019 and improving to $45 million in 2020. "We could lower our rating on NN if we see meaningful risk that its leverage will remain materially above 7x for a sustained period or if we believe the company will not generate discretionary cash flow of at least $10 million. This could happen if the company prioritizes acquisitions or other strategic priorities ahead of debt reduction," S&P said, adding that leverage could remain high because of heightened competition, operational disruptions, or weaker-than-expected performance and that such a scenario could include material EBITDA margin contraction from the rating agency's base-case expectations. "Although unlikely over the near term, we could raise our rating if we gain confidence that NN could sustainably maintain debt to EBITDA leverage of 4x-5x and free operating cash flow (FOCF) to debt well above 5%," S&P said. This could occur if the company refrains from undertaking any meaningful debt-funded acquisitions or shareholder distributions in the near term while expanding EBITDA margins above 20% through improved sales, reduced costs, and improved productivity, according to the rating agency. NSA INTERNATIONAL: S&P Lowers ICR to 'B-'; Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based multi-level marketing and direct sales company NSA International LLC (Juice Plus) to 'B-' from 'B', and its rating on the company's senior secured credit facility to 'B' from 'B+'. The recovery rating remains '2'. The downgrade reflects Juice Plus' weakening operating performance over the past few quarters and continued deterioration in its credit metrics. Juice Plus' net sales and EBITDA were both down double digit percentage for the last 12 months ended July 31, 2019, primarily driven by softness in the Italian market. In late 2018, some of Juice Plus' Italian distributors failed to properly identify their association with the company in private Facebook groups and made improper claims about the company's products' health effects. As a result, the Italian Consumer Authority (ICA) began an investigation late last year and fined Juice Plus EUR1 million this April, which hurt the company's distributor base and reputation. Other core European markets, including Germany and the U.K., also experienced declines due to a more recent change in corporate compliance mandate by the European Bank Authority to validate customers' information and Facebook's change in algorithm in Europe, which makes it harder for sales associates to reach customers. The U.S. market continued to face industry headwind including the gig economy and low unemployment rate, which hurt distributor levels and led to a low-single-digit sales decline. Adjusted leverage for the 12 months ended July 31, 2019, is approaching 7x. Discretionary cash flow after tax distribution was slightly negative for fiscal 2019. The negative outlook reflects the potential for a lower rating over the next 12 months if the company's operating performance continues to deteriorate such that EBITDA interest coverage approaches the mid-1x area, projected covenant cushion falls below 10%, or discretionary cash flow after tax distribution drops to $20 million. S&P could also lower its ratings if it views the capital structure as unsustainable, which could lead to a distressed debt exchange. This could happen if more reputational issues occur in other core markets, volume softness in European market worsen, or greater competitive pressure hinder the company's efforts to stabilize its operating performance, leading to further decline in EBITDA and cash flows. S&P could revises the outlook to stable if Juice Plus stabilizes its profit and discretionary free cash flow, sustains EBITDA interest coverage around 2x, and generates discretionary cash flow after tax distribution around $40 million. This could occur if the company is able to increase its customer and distributor base, successfully introduce new products and expand to new markets, and begins to benefit from its digital initiatives. PALM COAST CAPITAL: Seeks to Hire Brian K. McMahon as Counsel ------------------------------------------------------------- Palm Coast Capital Investment Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Brian K. McMahon, P.A. as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and negotiations with its creditors in the preparation of a bankruptcy plan. Brian McMahon, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $400. The firm received payment of $5,000, of which $1,717 was used to pay the filing fee. Michael Johnson, managing member of the Debtor, agreed to provide an additional $5,000. Mr. McMahon disclosed in court filings that he and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Brian K. McMahon, Esq. Brian K. McMahon, P.A. 1401 Forum Way, 6th Floor West palm Beach, FL 33401 Phone: (561) 478-2500 E-mail: briankmcmahon@gmail.com About Palm Coast Capital Investment Group Palm Coast Capital Investment Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22837)) on Sept. 26, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Mindy A. Mora. PES HOLDINGS: Targeting January Confirmation of Plan ---------------------------------------------------- PES Holdings, LLC and its debtor affiliates request entry of an order: * Approving the Disclosure Statement as containing adequate information pursuant to Section 1125 of the Bankruptcy Code; * Setting 28 days after the solicitation deadline, but in no event later than Dec. 20, 2019, at 4:00 p.m. as the deadline by which objections to the Plan must be filed with the Court and served so as to be actually received by the appropriate notice parties; and * Jan. 22, 2020, at 10:00 a.m. as the date and time for the hearing at which the Court will consider confirmation of the Plan. The Debtors propose that the Disclosure Statement Hearing Date be Nov. 14, 2019, at 10:00 a.m. prevailing Eastern Time. The Debtors request that the Court set the Disclosure Statement Objection Deadline for Nov. 7, 2019, at 4:00 p.m. The Debtors have created a transaction structure and process that they believe will preserve and capitalize on the value inherent in their business. Specifically, the Debtors are proposing a chapter 11 plan that includes a "sale toggle" feature contemplating either (a) a plan reorganization through which the Debtors’ secured debt would be equitized or (b) the sale of the Debtors' assets pursuant to a Court-approved auction process. Through the Plan, the Debtors will, among other things, consummate one of the two alternative and mutually exclusive transactions to maximize the value of the estate, ultimately effectuating the option that offers the best returns for the allowed claims. A full-text copy of the Motion dated October 10, 2019, is available at https://tinyurl.com/y52auwj3 from PacerMonitor.com at no charge. About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. On Jan. 21, 2018, the Debtors filed petitions for relief under the Bankruptcy Code, and emerged from bankruptcy in August the same year. On June 21, 2019, the Debtors suffered a historic, large-scale, catastrophic incident involving an explosion at the alkylation unit at their Girard Point refining facility. Following the incident, the refinery has not been operational and will require an extensive rebuild. As a result of the explosion, PES Holdings, LLC, along with seven subsidiaries, including PES Energy, returned to Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PES Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The Official Committee of Unsecured Creditors formed in the case has retained Conway MacKenzie, Inc., as financial advisor, Elliott Greenleaf, P.C., as Delaware counsel, and Brown Rudnick LLP as bankruptcy counsel. PG&E CORPORATION: Hires Munger Tolles as Special Counsel -------------------------------------------------------- PG&E Corporation, and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Munger Tolles & Olson LLP, as special counsel to the Debtors. PG&E Corporation requires Munger Tolles to: -- provide advice with regard to regulatory, corporate, transactional, and other legal issues associated with potential structural options in relation to electric distribution systems, including with respect to the recent offer by the City of San Francisco to purchase the Debtors' electrical grid and related assets in the City. -- serve as co-counsel with Cravath, Swaine & Moore LLP in the first civil trial against the Debtors arising out of the Tubbs Fire, as to which this Court lifted the automatic stay on August 16, 2019. Munger Tolles will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Henry Weissmann, a partner at Munger Tolles, 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. Munger Tolles can be reached at: Henry Weissmann, Esq. MUNGER TOLLES & OLSON LLP 350 South Grand Avenue, 50th Floor Los Angeles, CA 90071 Tel: (213) 683-9150 Fax: (213) 683-5150 About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORPORATION: Subrogation Claim Holders Group Update Holdings ----------------------------------------------------------------- In the Chapter 11 cases of PG&E Corporation and Pacific Gas and Electric Company, et al., the law firms of Willkie Farr & Gallagher LLP and Diemer & Wei, LLP, filed a fourth amended verified statement to Federal Rules of Bankruptcy Procedure Rule 2019 to provide an updated list of the ad hoc group of subrogation claim holders. The ad hoc group of subrogation claim holders are comprised of 120 entities that hold liquidated and unliquidated insurance subrogation claims1 against PG&E Corporation and Pacific Gas and Electric Company, relating to certain California Wildfires and other claims. As of Oct. 16, 2019, members of the Ad Hoc Subrogation Group with the largest subrogation claims are: (1) Allianz Global Corporate & Specialty 1 Progress Point Parkway, Ste. 200 O'Fallon, MO 63368 * Wildfire Related Subrogation Claims: $98,459,917.87 * Senior Notes: $5,390,500.00 (2) Allstate Insurance Company and certain affiliates 2775 Sanders Road, Suite A2E Northbrook, IL 60062 * Wildfire Related Subrogation Claims: $833,889,000.00 * Senior Notes: $31,285,000.00 (3) Certain affiliates of American International Group, Inc. 175 Water Street New York, NY 10038 * Wildfire Related Subrogation Claims: $333,299,328.37 (4) Attestor Capital LLP 7 Seymour Street, Fourth Floor London, XO W1H 7JW * Wildfire Related Subrogation Claims: $674,581,227.00 * 11,018,514 shares of PG&E Corporation Common Stock * Senior Notes: $108,667,000.00 * Revolving Credit Facility principal: $10,000,000.00 (5) The Baupost Group, L.L.C. 10 St. James Avenue Suite 1700 Boston, MA 02116 * Wildfire Related Subrogation Claims: $6,061,916,356.409 * 24,500,000 shares of PG&E Corporation Common Stock * Other unsecured wildfire- related claims: $850,000.00 * Other rights: $33,691,700.00 (6) California Insurance Guarantee Association 101 North Brand Boulevard, 6th Floor Glendale, CA 91203 P.O. Box 29066 Glendale, CA 91209 * Wildfire Related Subrogation Claims: $69,984,665.00 (7) Certain affiliates of Farmers Insurance Exchange 6301 Owensmouth Woodland Hills, CA 91367 * Wildfire Related Subrogation Claims: $50,256,707.69 (8) Great American Insurance Company and certain affiliates Great American Insurance Group P.O. Box 5425 Cincinnati, OH 45201-5425 * Wildfire Related Subrogation Claims: $81,098,617.90 (9) Hartford Accident & Indemnity Company and certain affiliates 1 Hartford Plaza Hartford, CT 06155 * Wildfire Related Subrogation Claims: $335,882,101.00 * Senior Notes: $4,549,000.00 (10) Certain Affiliates of Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02117 * Wildfire Related Subrogation Claims: $678,063,568.00 * $122,860,717.00 in surety bonds, unliquidated and contingent * Insurance policies: unliquidated and contingent (11) Mercury Insurance and certain affiliates 555 W. Imperial Highway Brea, CA 92821 * Wildfire Related Subrogation Claims: $63,489,833.00 (12) Nationwide Mutual Insurance Company and certain affiliates One Nationwide Plaza Columbus, OH 43215 * Wildfire Related Subrogation Claims: $844,157,320.89 (13) Pacific Specialty Insurance Co. 2200 Geng Road Palo Alto, CA 94303 * Wildfire Related Subrogation Claims: $45,259,283.34 (14) QBE Americas, Inc. One QBE Way Sun Prairie, WI 53596 * Wildfire Related Subrogation Claims: $80,403,727.00 (15) State Farm Mutual Automobile Insurance Company and certain affiliates * Wildfire Related Subrogation Claims: $2,514,705,805.00 * Senior Notes: $86,000,000.00 * Non-Wildfire Subrogation Claims: $5,000,000.00 * Contractual Obligations under Prepetition Settlement Agreement: $530,000.00 (16) Strategic Value Partners, LLC 100 West Putnam Ave Greenwich, CT 06830 * Wildfire Related Subrogation Claims: $127,081,229.25 * Senior Notes: $118,250,000.00 * Revolving Credit Facility principal: $15,000,000.00 (17) TPG Sixth Street Partners, LLC 3100 McKinney Ave., Suite 1030 Dallas, TX 75201 * Wildfire Related Subrogation Claims: $416,190,548.68 * 1,000,000 shares of PG&E Corporation Common Stock * Senior Notes: $152,124,000.00 * Revolving Credit Facility principal: $9,884,083.91 (18) The Travelers Indemnity Company and certain of its property casualty insurance affiliates 1 Tower Square, 0000-08MS Hartford, CT 06183 * Wildfire Related Subrogation Claims: $664,857,946.00 * Senior Notes: $40,000,000.00 (19) Certain affiliates of United Services Automobile Association 9800 Fredericksburg San Antonio, TX 78288 * Wildfire Related Subrogation Claims: $532,829,646.00 * Senior Notes: $20,000,000.00 * Other Claims: $38,000 (20) Zurich American Insurance Company 1299 Zurich Way Schaumburg, IL 60196 * Wildfire Related Subrogation Claims: $43,971,489.13 Willkie represents only the Ad Hoc Subrogation Group. Willkie does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Each member of the Ad Hoc Subrogation Group is aware of, and has consented to, Willkie's "group representation" of the Ad Hoc Subrogation Group. No member of the Ad Hoc Subrogation Group represents or purports to represent any other entities in connection with these chapter 11 cases. Counsel to Ad Hoc Group of Subrogation Claim Holders can be reached at: WILLKIE FARR & GALLAGHER LLP Matthew A. Feldman, Esq. Joseph G. Minias, Esq. Daniel I. Forman, Esq. 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: mfeldman@willkie.com jminias@willkie.com dforman@willkie.com - and - DIEMER & WEI, LLP Kathryn S. Diemer, Esq. 100 West San Fernando Street, Suite 555 San Jose, CA 95113 Telephone: (408) 971-6270 Facsimile: (408) 971-6271 Email: kdiemer@diemerwei.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/IE53YI and https://is.gd/7h221P About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PREMIER EXHIBITIONS: Unsec. Creditors' Recovery Hiked to 70% ------------------------------------------------------------ Premier Exhibitions, Inc. and its affiliates filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a memorandum of law in support of confirmation of their First Amended Plan of Liquidation. The Plan has been proposed in good faith and for the legitimate purpose of winding down the Debtors' estates, distributing the Debtors' assets in accordance with the priority scheme set forth in the Bankruptcy Code, and maximizing the returns available to creditors. Indeed, the Plan is the product of extensive arm's-length negotiations among the Debtors, the Creditors' Committee, the Professionals, and the Debtors' major creditor constituencies. The Plan incorporates an agreement between the professionals in these Chapter 11 Cases, which agreement reduces outstanding professional compensation claims by over $1,000,000. As a result, distributions to holders of allowed unsecured Claims under the Plan have been boosted to an estimated 70% return, exclusive of any recovery obtained through the pending D&O Litigation. There is thus nothing contingent or speculative about the Debtors' ability to make the distributions proposed in the Plan, and, consequently, the Plan is feasible. The Second Amended Plan contemplates that all assets (including causes of action) will be transferred to a trust, the trust will pursue certain litigation, and creditors will receive their pro rata share of whatever money the trust recovers, if any. A full-text copy of the Memorandum in support of confirmation of the Second Amended Plan is available at https://tinyurl.com/yytrthvv from PacerMonitor.com at no charge. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on an official committee of unsecured creditors. The Committee hired Avery Samet, Esq., and Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel. The official committee of equity security holders of Premier Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. The Chapter 11 Cases were originally jointly administered under the lead case of In re: RMS Titanic, Inc. (Case No. 16-02230). Following the dismissal of the RMST case on March 11, 2019, the remaining Chapter 11 Cases became jointly administered under the lead case of In re: Premier Exhibitions, Inc. (Case No. 16-2232). PREMIERE EXHIBITIONS: Says Voting Creditors Have Accepted Plan -------------------------------------------------------------- Premier Exhibitions submitted a memorandum of law in support of confirmation of its First Amended Plan of Liquidation: * First, 100% of voting creditors accepted the Plan; the Debtors did not receive one vote to reject the Plan. Additionally, the Plan has the support of the Creditors' Committee and the Debtors' largest unsecured creditor, 417 Fifth Avenue. * Second, the Plan includes a proposal to reduce Professional Compensation Claims by over $1,000,000.00, thereby boosting creditor recoveries to an estimated 70% on allowed claims, exclusive of any recovery obtained through the pending D&O Litigation. * Finally, the Plan satisfies the requirements for confirmation under Section 1129 of the Bankruptcy Code. A full-text copy of the filing is available at https://tinyurl.com/y3vncr9s from PacerMonitor.com at no charge. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors were estimated have both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on an official committee of unsecured creditors. The Committee hired Avery Samet, Esq., and Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel. The official committee of equity security holders of Premier Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. The Chapter 11 Cases were originally jointly administered under the lead case of In re RMS Titanic, Inc. (Case No. 16-02230). Following the dismissal of the RMST case on March 11, 2019, the remaining Chapter 11 Cases became jointly administered under the lead case of In re Premier Exhibitions, Inc. (Case No. 16-2232). PT INTERMEDIATE III: Moody's Withdraws B3 CFR on Debt Refinancing ----------------------------------------------------------------- Moody's Investors Service withdrawn all the ratings of PT Intermediate Holdings III, LLC. including the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, B3 rating on its first lien senior secured term loan, and Caa2 rating on its second lien term loan. Withdrawals: Issuer: PT Intermediate Holdings III, LLC. Corporate Family Rating, Withdrawn , previously rated B3 Probability of Default Rating, Withdrawn , previously rated B3-PD Senior Secured First Lien Term Loan, Withdrawn, previously rated B3 (LGD3) Senior Secured Second Lien Term Loan, Withdrawn, previously rated Caa2 (LGD5) Outlook Actions: Issuer: PT Intermediate Holdings III, LLC. Outlook, Changed To Rating Withdrawn From Negative RATING RATIONALE Moody's has withdrawn all of Parts Town's ratings following the company's refinancing of its rated debt, including its first and second lien term loan credit facilities. PT Intermediate Holdings III, LLC., through its subsidiaries, is a distributor of replacement parts for commercial kitchen equipment and, in addition, provides maintenance, repair and installation services to restaurants and other foodservice operators. PT Intermediate Holdings III, LLC. is majority owned by Berkshire Partners. The company is private and does not publicly disclose its financials. REAGOR-DYKES MOTORS: Seeks to Hire Special Litigation Attorneys --------------------------------------------------------------- Reagor-Dykes Motors, LP, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Schiffer Hicks Johnson PLLC, Key Terrell & Seger LLP, and Liggett Law Group P.C., as special litigation counsels to the Debtors. Reagor-Dykes Motors requires the Firms to represent the Debtors in and in connection with certain litigation claims arising in connection with or related to their chapter 11 bankruptcies and in the chapter 11 cases. The Firms will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtors' knowledge the Firms are 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. The Firms can be reached at: Andrew S. Hicks, Esq. Marc S. Tabolsky, Esq. SCHIFFER HICKS JOHNSON PLLC 700 Louisiana, Suite 2650 Tel: (713) 357-5150 Fax: (713) 357-5160 E-mail: ahicks@shjlawfirm.com mtabolsky@shjlawfirm.com - and - Andrew Seger, Esq. KEY TERRELL & SEGER LLP 4825 50th Street, Suite A Lubbock, TX 79408 Tel: (806) 793-1906 Fax: (806) 792-2135 E-mail: aseger@thesegerfirm.com - and - Dustin Burrows, Esq. LIGGETT LAW GROUP P.C. 1001 Main Street, Suite 300 Lubbock, TX 79401 Tel: (806) 744-4878 E-mail: dustin@liggettlawgroup.com About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, and certain of its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the Debtors were estimated to have $10 million to $50 million in both assets and liabilities. The petition was signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones oversees the case. David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as bankruptcy counsel. BlackBriar Advisors LLC personnel is serving as CRO for the Debtors. JND Corporate Restructuring serves as its noticing, claims and balloting agent. RENTPATH LLC: Moody's Lowers CFR to Caa3, Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded RentPath, LLC's Corporate Family Rating to Caa3 and its Probability of Default Rating to Caa3-PD due to the deterioration in the company's liquidity position primarily driven by continued competitive pressure on the company's market position within the rental listings marketplace. RentPath has a $4 million in revolver availability expiring in 2019 and the company has been operating under a covenant waiver since March 2019. Moody's expects that the company's liquidity will remain weak over the next 12-18 months, precipitating a high likelihood of financial restructuring. Moody's also downgraded the company's senior secured first lien credit facilities to Caa3 from B3. The second lien term loan was downgraded to C from Caa3. The outlook remains negative. The downgrade reflects challenging competitive dynamics in the apartment rental market, reduced pricing power and revenue, and increase in operating costs required to compete against a larger and better capitalized competitor while in a declining topline position. The following is a summary of the rating actions: RentPath, LLC: Corporate Family Rating -- downgraded to Caa3 from Caa1 Probability of Default Rating -- downgraded to Caa3-PD from Caa1-PD SR SEC 1ST LIEN TERM LOAN due 2021 - downgraded to Caa3 (LGD3) from B3 (LGD3) SR SEC 1ST LIEN REV CREDIT FACILITY due 2021 - downgraded to Caa3 (LGD3) from B3 (LGD3) SR SEC 1ST LIEN REV CREDIT FACILITY due 2020 - downgraded to Caa3 (LGD3) from B3 (LGD3) Outlook is Negative Regal Finance Sub, LLC: SR SEC 1ST LIEN REV CREDIT FACILITY due 2019 -- downgraded to Caa3 (LGD3) from B3 (LGD3) SR SEC 2ND LIEN TERM LOAN due 2022 -- downgraded to C (LGD6) from Caa3 (LGD5) RATINGS RATIONALE RentPath's downgrade to Caa3 CFR reflects the company's weak liquidity, sustained revenue deterioration and negative free cash flow as a result of materially weaker market share caused by competitive pressure on its operations from substantially larger and better capitalized competitors within the apartment rental listing market. While RentPath management notes that traffic trends have been improving and the company has been able to grow its complementary Digital Marketing Solutions business, overall revenue continues to decline, with commensurate deterioration in operating earnings. In effort to maintain its market share, RentPath reduced its listing rates for new and existing subscriber properties, which has resulted in sustained revenue declines. Competition remains aggressive in the apartment listing market, necessitating ongoing investments in the technical platform and marketing. Given RentPath's low cash position and negative cash flow, Moody's believes that RentPath needs to bolster its liquidity to effectively compete against larger and more aggressive market participants. RentPath executed a financial covenant waiver in March 2019 (through June 2020) as it aims to stabilize its operations, however, debt leverage has increased year over year to nearly 14x as of LTM June 2019 (including Moody's standard adjustments) and the company has sustained negative free cash flow, which is further exacerbated by ongoing competition. Moody's anticipates that RentPath's liquidity will remain constrained through 2020 with a strong possibility of financial restructuring. The company had $17 million drawn under its $40 million revolving credit facility as of June 2019, with $4 million in commitments expiring in 2019, and $8 million expiring in 2020, with the remaining $28 million maturing in 2021. The company has executed a waiver in March of 2019, which has waived financial covenant compliance for test periods through June 2020 and reduced total revolver availability to $40 million with staggered expiration dates. The waiver requires that RentPath maintains at least $5 million in liquidity between cash and revolver availability, and requires that the company uses cash on the balance sheet in excess of $10 million towards revolver repayment. RentPath continues to have access to the current revolving credit facility, which total commitments will decline to $36 million in December of 2019. The negative outlook represents Moody's expectation that the company's market position and operating performance will continue to deteriorate despite recent improvements in traffic due to intense competition in the apartment listing industry that has a few dominant market participants. Moody's expects free cash flow to remain negative over the next 12-18 months, as the company struggles to maintain its subscription user-base while expanding and improving its product offering. Moody's would further lower RentPath's ratings if a default from a missed interest payment or breach of a financial covenant is more likely. Headquartered in Atlanta, Georgia, RentPath, LLC is a provider of marketing and information services for the residential rental real estate market. The company operates a number of web properties including ApartmentGuide.com, Rent.com and Rentals.com. RentPath is owned by Providence Equity Partners LLC and TPG Partners VI, L.P which have equal ownership positions of 48.7%. RentPath generated approximately $240 million of revenue for the twelve months ended June 30, 2019. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ROCKY MOUNTAIN: Moody's Rates $42.8MM Series 2019 Rev. Bonds Ba1 ---------------------------------------------------------------- Moody's Investors Service assigned an initial Ba1 rating and stable outlook to Rocky Mountain Classical Academy, CO's $42.8 million Charter School Revenue Refunding Bonds, Series 2019. RATINGS RATIONALE The initial Ba1 rating reflects the school's favorable service area within Falcon District 49, in which student population continues to grow. The rating also incorporates audited fiscal 2019 results that reflect an improved cash position of 156 days with net revenues providing a narrow 1.17x coverage of debt service obligations. Fiscal 2019 net revenues also provide close to 1.2x coverage of projected maximum annual debt service (MADs), inclusive of estimated lease payments on separate space for home school students. This figure is expected to gradually improve with additional funding for full day Kindergarten and the school's share of the district's mill levy override receipts. Nevertheless, continued enrollment growth will be required to comfortably meet increased salary and benefit costs and improve coverage to projected levels of around 1.2x. The school is also highly leveraged, with debt to operating revenues of 3.5x. While District 49 and the Colorado Springs area are generally supportive of charter schools, Rocky Mountain Classical Academy will face continued competition from other charters in a dynamic market. Although the school's enrollment has grown, its competitive position is somewhat weak, with most students performing below grade level, especially in math, and math test scores fall below other charter schools and the district. The rating takes this weakness into account. RATING OUTLOOK The stable outlook reflects its expectation that enrollment levels will remain stable given slight enrollment growth of home school students in fiscal 2020. Moody's also expects that net revenues will grow modestly supported by additional state funding for full day Kindergarten and the school's receipt of a portion of the district's mill levy revenues. FACTORS THAT COULD LEAD TO AN UPGRADE - Improved academic performance relative to competition - Strengthened financials with higher coverage and liquidity - Stronger enrollment growth FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to improve academic performance or failure to receive designation as Performance Plan under the state's Performance Framework - Enrollment growth that falls below projections - Weakened debt service coverage or liquidity LEGAL SECURITY Legal provisions are satisfactory with a debt service coverage requirement of 1.2x (1.1x if cash equals 75 days) a 45 days' cash requirement, 1.2x ABT and a cash funded reserve equal to MADS. The structure also benefits from the state's intercept mechanism under which the State Treasurer will pay debt service directly to the Trustee from first available state aid payments. USE OF PROCEEDS The Series 2019 Refunding Bonds will refund the school's $42.5 million in outstanding Series 2017 bonds that were issued for construction of a new wing that includes preschool classrooms opened in the fall of 2018. Current debt service has a balloon payment of $35 million due in 2027. PROFILE Rocky Mountain Classical Academy is a charter school authorized by El Paso County School District 49 (Falcon) (Aa2) in the City of Colorado Springs (Aa2). The school initially opened in fiscal 2007, offering a Core Knowledge curriculum to 348 students. It now serves full time students in grades PreK through 8th and offers a home school program serving grades K-12. As of the 2019 October count, the school's enrollment equals 1,186 students in the full-time program, with 519 part-time students in the home school program. The school has a combined funded pupil count of 1,352, up slightly from 1,336 in the prior year largely due to growth in home school enrollment. The school's campus is located on close to 13 acres of land in a growing residential area with an appraised value of $32.6 million. SAAD MARKETING: Taps Galloway Wettermark as Bankruptcy Attorneys ---------------------------------------------------------------- Saad Marketing, Inc. seeks permission from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Robert M. Galloway and J. Willis Garrett, III and the firm of Galloway, Wettermark & Rutens, LLP as its attorneys to render these professional services: a) Give the Debtor advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b) Protect the interest of the Debtor and Debtor-in-possession in connection with lawsuits filed by the Debtor; c) Prepare applications, answers, orders, reports, and other legal papers on behalf of the Debtor as Debtor-in-possession; and d) Perform all other legal services for the Debtor as may be necessary. Compensation terms weren't disclosed. Robert M. Galloway, an attorney at the firm, attests that he, J. Willis Garrett, III and Galloway, Wettermark & Rutens, LLP represent no interest adverse to the Debtor as Debtor-in-possession or the estate in the matters in which they are to be engaged, and their employment would be in the best interest of this estate, according to papers filed in court. About Saad Marketing Saad Marketing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-13159) on Sept. 10, 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 case is assigned to Judge Jerry C. Oldshue. The Debtor is represented by Robert M. Galloway, Esq., at Galloway Wettermark Everest & Rutens, LLP. The U.S. bankruptcy administrator on Oct. 18, 2019, disclosed that no official committee of unsecured creditors has been appointed in the case. SAGINAW PREPARATORY ACADEMY: S&P Cuts Revenue Bond Rating to 'B' ---------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'B' from 'BB' on Michigan Finance Authority's series 2012 public school academy revenue bonds, issued for Saginaw Preparatory Academy (SPA) and placed the rating on CreditWatch with negative implications. "The multiple notch downgrade and CreditWatch negative placement reflects our view of heightened uncertainty surrounding SPA's charter contract and the potential for non-renewal as its charter term approaches expiration on June 30, 2020," said S&P Global Ratings credit analyst Robert Tu. "The school's authorizer, Saginaw Valley State University, has expressed some concerns that SPA is not on track to meet its benchmark goals as outlined in the partnership agreement. We believe there is an increased likelihood of non-renewal, if SPA is unable to demonstrate improved academic performance in line with the authorizer's expectations," Mr. Tu added. The lower rating also reflects S&P's view of SPA's pressured credit characteristics, with a significant drop in enrollment in fall 2019 and weakened financial performance for fiscal 2019, which is expected to continue into fiscal 2020. Based on its calculations, the rating agency believes debt service coverage will drop significantly below 1x for fiscal 2019. S&P understands, according to bond documents, that coverage below 1x will result in a covenant violation, which could be declared an event of default and may trigger an acceleration, by a majority of bondholders. Management has informed S&P that it is currently working to obtain a waiver from bondholders. SPA is a pre-kindergarten through eighth-grade (K-8) charter school in Saginaw serving 262 students as of fall 2019. The mission of the academy is to prepare students for academic excellence and responsible citizenship. SAM KANE BEEF: Court Confirms Chapter 11 Plan --------------------------------------------- Following a hearing on Oct. 17, 2019, Judge David R. Jones entered an order confirming Sam Kane Beef Processors, LLC's Chapter 11 Plan. All classes of Claims and Interests who were entitled to vote on the Plan have voted to accept the Plan. The testimony presented by the Debtor's financial adviser, Mr. Doug Brickley of The Claro Group, LLC, establish that the requirements of 11 U.S.C. Sec. 1129(a)(7) are satisfied by the Plan. In accordance with Section 1129(a)(7), with respect to each impaired class of Claims or Interests, (a) each Holder of a Claim or Interest of such Class has either accepted the Plan, or (b) will receive or retain under the Plan on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that the Holder would receive or retain if the Debtor was liquidated under chapter 7 of the Bankruptcy Code. A copy of the Plan Confirmation Order is available at https://is.gd/O3o1lP from PacerMonitor.com free of charge. On June 14, 2018, two complaints were filed against Sam Kane Beef Processors LLC for alleged violations of the Packers and Stockyards (P&S) Act. The complaints allege Sam Kane is failing to timely pay for livestock. Sam Kane is a fed steer and heifer slaughtering plant located in Corpus Christi and operates subject to the P&S Act. Both complaints allege that as of June 8, 2018, Sam Kane owed approximately $34.96 million to unpaid livestock sellers at an average 38 days late with some instances up to 60 days late. The complaints allege Sam Kane's failure to timely pay resulted in livestock sellers filing claims under the packer statutory trust totaling more than $142 million. The U.S. Department of Agriculture (USDA) filed an administrative complaint alleging Sam Kane failed to pay the full purchase price for livestock within the time period required by the P&S Act on numerous occasions from on or about Jan. 27, 2017, through the date of the complaint. The P&S Act authorizes civil penalties of up to $11,000 per violation. In July 2018, the U.S. Attorney's Office for the Southern District of Texas said the Company has entered into an agreement with the government to comply with the P&S Act and to begin to repay nearly $38 million currently owed to local livestock sellers. They have also agreed to a repayment plan which would result in full payment to local ranchers the nearly $38 million currently owed to them within the next 18 months. They must also preserve and administer the statutory trust and have agreed to the appointment of an independent chief restructuring officer to ensure compliance with all aspects of the agreement. If Sam Kane fails to make any of the payments as agreed or abide by any terms of the agreement, the court would appoint a receiver to manage Sam Kane's financial affairs. During its bankruptcy case, the Debtor entered into the 543 settlement with Marquette Transportation Finance, LLC, and certain Feeders, including the TCF Feeders. The deal was announced on the record during the July 17, 2019 hearing. The terms of the 543 settlement is outlined in the Disclosure Statement explaining the Plan. As a result of the 543 Settlement, the Debtor will hold approximately $2.8 million in Cash on the Effective Date. A full-text copy of the Disclosure Statement dated Sept. 20, 2019, is available at https://tinyurl.com/y6afyloo from PacerMonitor.com at no charge. About Sam Kane Beef Processors Sam Kane Beef Processors, LLC, is an independent, fully-automated processor and distributor of beef and beef products based in Corpus Christi, Texas. Since its beginnings in 1949, Kane Beef has expanded from a local meat counter to a nationally recognized supplier of dependable beef products with key accounts in retail and foodservice. Same Kane was involved in litigation with the United States and various livestock sellers for alleged violations of, and claims made pursuant to, the Packers and Stockyards Act of 1921, as amended and supplemented. On Oct. 5, 2018, the United States District Court for the Southern District of Texas appointed Richard S. Schmidt as receiver. Sam Kane, in a petition signed by receiver Richard S. Schmidt, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-20020) on Jan. 22, 2019. The Debtor estimated assets and liabilities of $50 million to $100 million. The Hon. David Jones oversees the case. The Debtor tapped Matthew Scott Okin, Esq., at Okin & Adams LLP, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SANA INDUSTRIES: Amended Cash Flow Statement Filed -------------------------------------------------- Sana Industries Inc. filed an amended cash flow statement in support of its Disclosure Statement. The Amended Cash Flow Statement provides for cash flow projections, including plan payments, for the five years following the Effective Date of the Plan. A full-text copy of the Amended Cash Flow Statement is available at https://tinyurl.com/y3vbswfd from PacerMonitor.com. A hearing on the Disclosure Statement is scheduled for Dec. 4, 2019 at 10:00 a.m. at Courtroom 3-D, Greenbelt - Judge Simpson. The last day to oppose the Disclosure Statement is Nov. 4, 2019. As reported in the TCR, Sana Industries has proposed a reorganization plan that will be funded from amounts currently held by the Debtor, the rental income received from the rent of property, and the new value contribution of Sheba Gopaul. Holders of allowed unsecured claims -- totaling $63,000 (excluding the claims of Sheba Gopaul and Navin Goel) -- will share, pro-rata, in the new value contribution made by Sheba Gopaul, and then shall receive additional monthly distributions commencing 30 days after the Effective Date over the ensuing 24 months of an amount sufficient to pay such claims in full, without interest. A full-text copy of the Disclosure Statement dated Sept. 30, 2019, is available at https://tinyurl.com/y5okthbr from PacerMonitor.com at no charge. About Sana Industries Sana Industries, Inc., owns and manages a commercial property consisting of two adjacent office condominium units located at 8347 & 8349 Cherry Lane, Laurel, MD 20707 within the Laurel Lakes Executive Park Condominiums. Sana Industries, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-26225) on Dec. 10, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Lori S. Simpson. COHEN BALDINGER & GREENFELD, LLC, is the Debtor's counsel. SANA INDUSTRIES: Hires Cohen Baldinger as Counsel ------------------------------------------------- Sana Industries, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Cohen Baldinger & Greenfeld, LLC, as counsel to the Debtor. Sana Industries requires Cohen Baldinger to: (a) give the Debtor legal advice with respect to powers and duties as debtor in possession in the continued operation of their business and management of their property; (b) prepare on behalf of the Debtor as debtor-in-possession necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for Debtor as debtor-in- possession which may be necessary herein. Cohen Baldinger will be paid at the hourly rate of $425. Cohen Baldinger will be paid a retainer in the amount of $5,000. Cohen Baldinger will also be reimbursed for reasonable out-of-pocket expenses incurred. Augustus T. Curtis, a partner at Cohen Baldinger, 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 Baldinger can be reached at: Augustus T. Curtis, Esq. COHEN BALDINGER & GREENFELD, LLC 2600 Tower Oaks Boulevard, Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 About Sana Industries Sana Industries, Inc., owns and manages a commercial property consisting of two adjacent office condominium units located at 8347 & 8349 Cherry Lane, Laurel, MD 20707 within the Laurel Lakes Executive Park Condominiums. Sana Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-26225) on Dec. 10, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Lori S. Simpson. COHEN BALDINGER & GREENFELD, LLC, is the Debtor's counsel. SHOPFACTORYDIRECT INC: To Seek Plan Confirmation on Nov. 14 ----------------------------------------------------------- ShopFactoryDirect Inc. has won conditional approval of its Disclosure Statement and is now slated to seek confirmation of its Plan of Reorganization mid-November. Judge Cynthia C. Jackson ordered that: * The Disclosure Statement is conditionally approved. * An evidentiary hearing will be held on Nov. 14,2019, at 02:45 p.m. in Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801 to consider and rule on the disclosure statement and any objections or modifications and, if the Court determines that the disclosure statement contains adequate information within the meaning of 11U.S.C. Sec. 1125, to conduct a confirmation hearing, including hearing objections to confirmation, 11 U.S.C. Sec. 1129(b) motions, applications of professionals for compensation, and applications for allowance of administrative claims. * Creditors and other parties in interest will file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. * Any party desiring to object to the disclosure statement or to confirmation shall file its objection no later than seven days before the date of the Confirmation Hearing. A copy of the Order is available at https://is.gd/WJqqcu from PacerMonitor.com at no charge. As reported in the TCR, ShopFactoryDirect, Inc., has filed a Plan of Reorganization and Disclosure Statement that says cash flow from the continued operation of its business will be sufficient to meet required plan payments. The Debtor will pay the holders of Class 5 general unsecured claims in full, except that the maximum sum to be paid will not be greater than an aggregate sum of $420,377.59, which the Debtor believes is the maximum amount of legitimate Allowed Class 5 Claims. Payments will be made over 120 months and shall commence on the 30th day after a final order determining all remaining Disputed Claims. Payments shall continue until the Unsecured Pot or 100% of all Class 5 Claims are paid in full. On the Effective Date, the Debtor will cancel all existing stock held by any and all shareholders, and issue 50% of the new stock to William A. Bayse and the remaining 50% of the new stock to Stephanie Bayse. A full-text copy of the Disclosure Statement dated Oct. 7, 2019, is available at https://tinyurl.com/y67rnyfm from PacerMonitor.com at no charge. About ShopFactoryDirect ShopFactoryDirect Inc. operates an e-commerce site https://shopfactorydirect.com/ that sells home furniture, including bedroom, living room, dining room, office, bar and bar stools, entertainment, bathroom, outdoor and patio, pool and spa, decor and accessories, wall art and mirrors, and area rugs. All of its products are delivered direct from the manufacturer. The Company offers free delivery on all its merchandise within the 48 contiguous United States. ShopFactoryDirect Inc., based in Winter Park, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02257) on April 8, 2019. In the petition signed by William A. Bayse, president, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel. STAR CHAIN: U.S. Trustee Forms 3-Member Committee ------------------------------------------------- The U.S. Trustee for Region 21 on Oct. 21 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Star Chain, Inc. and its affiliates. The committee members are: (1) Augusta Burgers Express, Inc. c/o Samuel Emas, Attorney 125-2 Merovan Drive North Augusta, SC 29860 Tel: 706-724-3156 Email: semas@hunterrhodes.com (2) Hutton QSR, LLC c/o Matthew M. Partridge COO/CFO 736 Cherry Street Chattanooga, TN 37408 Tel: 423-643-9214 Email: mpartridge@hutton.build (3) MTN 2, LLC c/o Bernie L. Smith, CFO 116 Rosemont Loop Oxford, MS 38655 Tel: 662-801-8135 Email: bsmith@mtn1llc.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Star Chain Inc. Star Chain, Inc., is a Georgia-based company that operates as the management company for all affiliated "US Star" debtors. The affiliated "US Star" debtors operate approximately four dozen restaurants with franchisors Captain D's, Checkers, Newk's, and Yogli Mogli. The Debtors' membership interests are owned by the same person, Omer Casurluk. The Debtors have common secured creditors and are part of one business operation. On Oct. 2, 2019, Star Chain, Inc., as Lead Debtor, and 26 other affiliates sought Chatper 11 protection (Bankr. N.D. Ga. Lead Case No. 19-65768) in Atlanta, Georgia. In the petition signed by Omer Casurluk, manager, Star Chain, Inc., was estimated to have assets at $1 million to $10 million, and liabilities at $10 million to $50 million. The Hon. Wendy L. Hagenau is the case judge. Wiggam & Geer, LLC is counsel to the Debtors. STELCO INC: S&P Withdraws B- Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on Stelco Inc. at the company's request. At the same time, S&P Global Ratings withdrew its 'B-' issue-level ratings on the company's proposed US$300 million notes issuance, which was pulled back due to bond market conditions. At the time of withdrawal, the outlook was stable. SUNCOAST ARCADE: January 13 Plan Filing Deadline Set ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, held a status conference on Oct. 9, 2019, to review the nature and size of the business of Debtor Suncoast Arcade, Inc. The Court has determined that it is appropriate to implement the procedures governing the filing of a plan of reorganization and disclosure statement. On Oct. 10, 2019, Judge Michael G. Williamson ordered that: * The Debtor shall file a Plan and Disclosure Statement on or before January 13, 2020. * The Disclosure Statement shall, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre− and post−petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. About Suncoast Arcade Suncoast Arcade, Inc., manufactures and sells arcade games and pinball machines via the internet through Amazon and other methods. The Company filed a petition under Chapter 11 (Bankr. M.D. Fla. Case No. 19-08674) on Sept. 13, 2019 in Tampa, Florida. JOHNSON POPE BOKOR RUPPEL & BURNS LLP represents the Debtor. SUPERMARKETS PLUS: Hires Ast & Schmidt as Attorney -------------------------------------------------- Supermarkets Plus LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Ast & Schmidt, P.C., as attorney to the Debtor. Supermarkets Plus requires Ast & Schmidt to: (a) advise the Debtor of its rights, powers and duties as Debtor and Debtor-in-Possession continuing to manage its property under Chapter 11 of the Bankruptcy Code; (b) advise the Debtor concerning, and assist in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related matters; (c) advise and assist the Debtor selling assets as necessary; (d) review the nature and validity of any liens and security interests asserted against the Debtor's assets and advise the Debtor concerning the enforceability of such liens and security interests; (e) advise the Debtor concerning actions that it might take to collect and recover property for the benefit of its estate; (f) prepare on behalf of the Debtor all necessary and appropriate applications, motions, orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed in this Chapter 11 case; (g) advise the Debtor concerning, applications, motions, other pleadings, notices and other papers that may be filed and served in this Chapter 11 case, and prepare responses thereto; (h) advise and assist the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization or liquidation and related documents, and act as the Debtor's primary interface with its creditors, including any creditors' committee to be appointed in this case; (i) advise the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring and re-characterizations; (j) assist the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; (k) commence and conduct litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of successfully completing this case; and (l) perform all other necessary and appropriate legal services in connection with this chapter 11 case for or on behalf of the Debtor. Ast & Schmidt will be paid at the hourly rate of $395. Ast & Schmidt will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert L. Schmidt, partner of Ast & Schmidt, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ast & Schmidt can be reached at: Robert L. Schmidt, Esq. AST & SCHMIDT, P.C. 222 Ridgedale Avenue Morristown, NJ 07962-1309 Tel: (973) 984-1300 Fax: (973) 984-1478 E-mail: robert@astschmidtlaw.com About Supermarkets Plus LLC Supermarkets Plus LLC, Middlesex Series, d/b/a Price Saver Market Place, a Delaware limited liability company operates a supermarket business which generally sells groceries and related products. It also operates a hardware store in Middlesex, New Jersey. Supermarkets Plus sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-27772) on Sept. 17, 2019 in New Jersey. Judge Kathryn C. Ferguson oversees the case. Ast & Schmidt, P.C., is the Debtor's counsel. TORIKADE INC: Wins Approval of Second Amended Plan -------------------------------------------------- Torikade Inc. has won approval of its Second Amended and Restated Chapter 11 Plan. Following a hearing on Sept. 25, 2019, Judge Michael G. Williamson gave final approval to the Disclosure Statement and confirmed the Plan. Representatives of the Debtor, the United States Trustee, and Capital Crossing Small Business Finance LLC, appeared at the hearing. According to the Court's Plan Confirmation Order entered Oct. 17, 2019, as announced on the record at the hearing, these modifications are approved and required: (i) Class 2: Consistent with the terms set forth in the Amended and Restated Plan of Reorganization, the Debtor will make 120 -- not 360 as stated in Plan -- equal monthly payments plus a balloon payment on the last day of month 120, and Business Lenders, LLC, the Debtor, Torikade 2, Inc., and Deborah C. Mast shall enter into a forbearance agreement, upon the Confirmation Order becoming a Final Order, reflecting the terms of treatment for Class 2; (ii) Class 3: The Debtor will convey the Debtor's real property and improvements located at 195 East Bullard Avenue, Lake Wales, Florida 33853 -- Miss Jeans Property -- to U.S. Bank, or its assigns, by Special Warranty Deed in full satisfaction of the Miss Jeans Total Claim free of any transfer tax or fees pursuant to 11 U.S.C. Sec. 1146(a). The Debtor will keep all utilities in place until the Miss Jeans Property is conveyed to the U.S. Bank, or its assigns; (iii) Class 4: The Debtor will convey the Debtor's real property and improvements located at 340 2nd Street, Winter Haven, Florida 33880 -- Time For Tots Property -- to U.S. Bank, or its assigns, by Special Warranty Deed in full satisfaction of the Time For Tots secured claim free of any transfer tax or fees pursuant to 11 U.S.C. Sec. 1146(a). The Debtor will keep all utilities in place until the Time For Tots Property is conveyed to U.S. Bank, or its assigns. U.S. Bank, or its assigns, will have an allowed unsecured claim in the amount of $100,000 that will be paid through Class 6 of the Plan. The Court will hold a post-confirmation status conference on Nov. 20, 2019 at 9:30 a.m. The Plan provides for payment to creditors to come from the Debtor's continued operations. Under the Plan, holders of unsecured claims will recover 20% -- holders of unsecured claims totaling $502,000 will receive a total of $25,135 annually for four years. A copy of the Plan Confirmation Order is available at https://is.gd/dBTztm from PacerMonitor.com at no charge. About Torikade Inc. Torikade, Inc., operates child care centers in Seffner and Valrico, Florida. Torikade sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-05149) on June 21, 2018. In the petition signed by Deborah Mast, its member, the Debtor disclosed $743,882 in assets and $1.54 million in liabilities. TROY LANGSTON: Hires Stephen H. Jones as Attorney ------------------------------------------------- Troy Langston Enterprises LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Stephen H. Jones, Attorney at Law, as attorney to the Debtor. Troy Langston requires Stephen H. Jones to: a. prepare pleadings and applications and conduct examinations incidental to any related proceedings or to the administration of the bankruptcy case; b. develop the relationship of the status of the Debtor to the claims of creditors in the bankruptcy case; c. advise the Debtor of its rights, duties and obligations as the Debtor operating under Chapter 11 of the Bankruptcy Code; d. take any and all other necessary action incident to the proper preservation and administration of the Chapter 11 case; and e. advise and assist the Debtor in the formation and preservation of a plan pursuant to the Chapter 11 of the Bankruptcy Code, the disclosure statement, and any and all matters related thereto. Stephen H. Jones will be paid at these hourly rates: Attorneys $250 Paralegals $45 Stephen H. Jones will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen H. Jones, partner of Stephen H. Jones, Attorney at Law, 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. Stephen H. Jones can be reached at: Stephen H. Jones, Esq. STEPHEN H. JONES, ATTORNEY AT LAW 1714 4th Avenue N Bessemer, AL 35020 Tel: (205) 428-2110 E-mail: shjlaw@gmail.com About Troy Langston Enterprises Troy Langston Enterprises, LLC, is engaged in car dealership and does business in Alabaster, Alabama. The Company currently has open floor plans with City Auto Finance, AFC and Carbucks. It sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-03797) on Sept. 17, 2019 in Alabama. Stephen H. Jones, Esq., represents the Debtor. TSC DORSEY RUN: Oct. 28 HEaring on Debtor's Plan & Disclosures -------------------------------------------------------------- A Plan of Reorganization and a Disclosure Statement therefor were filed by TSC Dorsey Run Road − Jessup, LLC on Oct. 11, 2019. The Court has determined, pursuant to 11 U.S.C. Sec. 105(d)(2)(B), that a hearing on the adequacy of the Disclosure Statement should be combined with a hearing on confirmation of the Plan and that the same is in the best interests of all parties in interest, and that acceptances and rejections of the Plan may be solicited pending, and contingent upon, approval of the Disclosure Statement. The Court ordered that: A. A hearing to consider the approval of the Disclosure Statement, combined with the hearing of confirmation of the Plan, will be held in Courtroom 3E of the U.S. Bankruptcy Court, U.S.Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770, on October 28, 2019, at 2:00 p.m. B. Oct. 24, 2019, is fixed as the last day for filing and serving written objections pursuant to Federal Bankruptcy Rules 3017(a) and for filing and serving written objections to confirmation of the Plan pursuant to Federal Bankruptcy Rule 3020(b)(1). C. Oct. 24, 2019, is fixed as the last day for filing written acceptances or rejections of the Plan referred to above. About TSC Dorsey Run Road-Jessup TSC Dorsey Run Road - Jessup, LLC, is a privately held company engaged in activities related to real estate. The Company is the fee simple owner of a property located at 7869 Dorsey Run Road in Jessup, Maryland having a current value of $2.45 million. TSC Dorsey Run Road - Jessup, LLC, based in Columbia, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-25597) on Nov. 28, 2018. The Hon. Michelle M. Harner oversees the case. The Law Offices of David W. Cohen, led by founding partner David W. Cohen, serves as bankruptcy counsel. In the petition signed by Bruce S. Jaffe, manager, the Debtor disclosed $2,450,000 in assets and $2,359,552 in liabilities. TSC SNOWDEN: Taps Trialliance as Real Estate Broker --------------------------------------------------- TSC/Snowden River North LLC received approval from the U.S. Bankruptcy Court for the District of Maryland to hire Trialliance Commercial Real Estate Services as its real estate broker. The firm will assist the Debtor in the sale of its condominium units in Howard County, Maryland. The commission rate is 6 percent. Lyn Jablonski, the firm's agent who will be providing the services, is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Trialliance can be reached through: Lyn Jablonski Trialliance Commercial Real Estate Services The South Campus @ The Highlands 913 Ridgebrook Road, Suite 100 Sparks, MD 21152 Phone: 410-472-3510 Fax: 410-472-3514 About TSC/Snowden River North TSC/Snowden River North, LLC is a privately-held company engaged in activities related to real estate. It owns three properties in River Parkway, Columbia, Maryland, having a total current value of $1.85 million. TSC/Snowden River North sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25519) on Nov. 26, 2018. At the time of the filing, the Debtor disclosed $1,850,400 in assets and $1,321,717 in liabilities. The Debtor tapped the Law Office of David W. Cohen as its legal counsel. VEROBLUE FARMS: FishDish Appeal from Confirmation Order Tossed -------------------------------------------------------------- District Judge C. J. William grants appellees VeroBlue Farms USA, Inc., Broadmoor Financial L.P., and Alder Aqua, Ltd.'s motion to dismiss and partial motion to dismiss the appellate case captioned FISHDISH, LLC, Appellant, v. VEROBLUE FARMS USA, INC., BROADMOOR FINANCIAL, L.P., and, ALDER AQUA, LTD., Appellees, No. 19-CV-3026 CJW (N.D. Iowa). FishDish, LLC took an appeal from the decision of the Bankruptcy Court for the Northern District of Iowa confirming a Chapter 11 Plan as well as four related Orders. VeroBlue Farms et al. sought to dismiss the appeal. VeroBlue Farms et al. also filed a Partial Motion to Dismiss directed only at one of the four related Orders, namely the Order denying FishDish's Objection to Broadmoor Finance LC's Claims. FishDish objected to both the Motion to Dismiss and the Partial Motion to Dismiss in an omnibus response. Appellees timely filed replies and appellant timely filed an omnibus surreply. FishDish alleges Debtor VeroBlue Farms USA, Inc. is "in the business of farming fish . . . and selling those fish through wholesalers to restaurants and grocery chains." FishDish alleges VeroBlue Farms relied on both debt and equity financing to develop and grow its business. Despite securing debt and equity financing, VeroBlue Farms was unable to sufficiently sustain the company and voluntarily filed Chapter 11 Bankruptcy petitions on Sept. 21, 2018. Following bankruptcy proceedings in the Northern District of Iowa Bankruptcy Court, a Bankruptcy Plan was confirmed on April 22, 2019, and the final confirmation order was entered on May 7, 2019, with an effective date of May 22. On May 30, 2019, VeroBlue Farms reported making payments to several claims under the Plan and that the Debtor subsequently made additional payments to creditors on June 14, 2019. In addition, the Debtor sent notifications cancelling outstanding shares of preferred stock on June 13, 2019. FishDish alleges Alder Aqua helped finance the Debtor by purchasing $28 million of preferred shares. After the Debtor entered bankruptcy proceedings, Alder Aqua agreed to provide the equity necessary for the Debtor to make payments in exchange for all equity interests in the reorganized entity. Broadmoor, as a creditor of VeroBlue Farms, submitted a claim during the Debtor's bankruptcy proceeding. VeroBlue Farms had originally obtained a loan from Amstar Group, LLC. "The Amstar loan was guaranteed by the other [debtor] and secured by substantially all [debtor's] assets." Amstar transferred its rights under the loan agreement to Broadmoor in 2017. FishDish challenges Broadmoor's claim as part of this appeal. The Appellees argued that FishDish's appeal should be dismissed for three reasons: -- The appeal should be denied as equitably moot. -- FishDish lacks standing to bring this claim because it does not have a pecuniary interest that has been harmed. -- FishDish did not properly preserve its objection to the Disclosure Statement and cannot raise an objection for the first time on appeal. They also argued that FishDish's appeal from the Order denying FishDish's Objection to Broadmoor Finance, LC's Claims was not timely filed and should be denied. The Appellees argued that courts within the Eighth Circuit "consider five factors when determining whether an appeal is equitably moot in the context of a bankruptcy plan." The five factors are: "(1) whether the reorganization has been substantially consummated; (2) whether a stay has been obtained; (3) whether the relief requested would affect the rights of parties not before the court; (4) whether the relief requested would affect the success of the plan; and (5) the public policy of affording finality of bankruptcy judgments." Upon analysis of the five factors, the District Court finds that that the Plan was substantially consummated because most of the property to be transferred by the Plan has already been transferred to creditors. Although there are still some payments remaining, a plan does not need to be completed for it to be substantially consummated. The Court agrees the parties who would stand to lose the most in an appeal are already before the Court and are not third-parties. The effect of reversal, however, would still have a significant impact on the parties and would affect the success of the Plan. A successful appeal would lead to more uncertainty and delay. Because debtor is completely insolvent, it is unlikely an alternative plan would lead to a different outcome. The right to an appeal is a significant factor and the Court does not discount that interest. The ability of the parties to move forward with a plan they have already started performing and achieving a sense of finality, however, is more compelling in this case when accounting for the other factors considered. Therefore, the Court finds this case is equitably moot in light of the factors considered. The District Court said it need not resolve the other three arguments because the Court has already decided this appeal is equitably moot. A copy of the Court's Memorandum Opinion and Order dated Oct. 4, 2019 is available at https://bit.ly/2ORgbRf from Leagle.com. FishDish, LLP, Appellant, represented by Aaron L. Hammer -- ahammer@hmblaw.com -- Horwood Marcus & Berk, pro hac vice, John W. Guzzardo -- jguzzardo@hmblaw.com -- Horwood, Marcus & Berk, pro hac vice, John R. Walker, Jr. , Beecher Field Walker Morris Hoffman & Johnson PC, Jordan Michael Talsma , Beecher Field Walker Morris Hoffman & Johnson PC & Stavros S. Giannoulias -- sgiannoulias@hmblaw.com -- Horwood, Marcus & Berk, pro hac vice. VeroBlue Farms USA, Inc, Appellee, represented by Dan Childers , Elderkin & Pirnie Law Firm, Joseph A. Peiffer , Ag & Business Legal Strategies & Robert H. Lang -- rhlang@thompsoncoburn.com -- Thompson Coburn LLP, pro hac vice. Broadmoor Financial, LP, Appellee, represented by Jeffrey P. Taylor -- jtaylor@krflawfirm.com -- Klinger Robinson & Ford LLP, Kelsey N. Frobisher -- kfrobisher@foulston.com -- Foulston Siefkin LLP, pro hac vice & Shannon D. Wead -- swead@foulston.com -- Foulston Siefkin LLP, pro hac vice. Alder Aqua, LTD, Appellee, represented by Abram V. Carls -- acarls@spmblaw.com -- Simmons Perrine Moyer Bergman PLC, Eric W. Lam -- elam@simmonsperrine.com -- Simmons Perrine Moyer Bergman PLC & Eric Jay Langston -- elangston@spmblaw.com -- Simmons Perrine Moyer Bergman PLC. About Veroblue Farms USA Headquartered in Webster City, Iowa, VeroBlue Farms USA, Inc. -- http://verobluefarms.com/-- operates a fish farm specializing in Barramundi, a freshwater fish found in the Indo-Pacific waters of Australia. It created an innovative aquaculture system that utilizes the natural elements of air, water and care. VeroBlue Farms USA, Inc., VBF Operations Inc., VBF Transport Inc., VBF IP Inc., and Iowa's First Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 18-01297) on Sept. 21, 2018. In the petitions signed by Norman McCowan, president, VeroBlue estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Elderkin & Pirnie, PLC and Ag & Business Legal Strategies, P.C. as their legal counsel; and Alex Moglia and his firm Moglia Advisors as chief restructuring officer. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 24, 2018. The Committee retained Goldstein & McClintock LLLP as its counsel. VETERINARY CARE: Petitioning Creditors Seek Ch. 11 Trustee ---------------------------------------------------------- Petitioning Creditors filed an emergency motion asking the Court to direct the appointment of a Chapter Trustee for Veterinary Care, Inc. Veterinary Care, Inc., d/b/a Vital Pet, is in crisis with scarce liquidity, undeniable insolvency, departing executives, and limited supplies and not paying its debt as they come due as evidenced by a default on a $390,000 note matured two days and the Debtor's key vendor restricting terms from 60 days to one week. The Debtor owed over $3 million to its vendors and the veterinary hospitals serve approximately 350,000 regular clients using medicine, tools and other supplies. The Debtor desperately needs a capital infusion to provide much needed liquidity. They require a change of leadership and approve of Jeffrey Anapolsky, the Interim CEO. Accordingly, the Petitioning Creditors urge the Court to select Mr. Anapolsky as Chapter 11 Trustee. The the Appointed Chapter 11 Trustee will also manage the Debtor's estate and grant the Petitioning Creditors such other relief as is just and proper. About Veterinary Care Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr. Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr. S.D. Texas Case No. 19-35736) against Veterinary Care, Inc., d/b/a Vital Pet, on October 10, 2019. The case is assigned to Hon. Christopher M. Lopez. The Petitioners are represented by Richard L. Fuqua, Esq., at Fuqua & Associates, P.C., in Houston, Texas. WANSDOWN PROPERTIES: Seeks to Hire Blank Rome as Special Counsel ---------------------------------------------------------------- Wansdown Properties Corporation, N.V., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Blank Rome LLP as its special counsel. The firm will provide these legal services: (a) representation in all matters in connection with the case captioned Wansdown Properties Corporation N.V. v. Azadeh Nasser Azari, Index No. 151406/2017, currently pending in the New York Supreme Court, and any other court of competent jurisdiction that may hear matters in connection with such case; (b) representation in other litigation matters that arise in connection with the case; (c) representation in real estate matters with respect to the town house owned by the Debtor; and (d) legal advice on tax matters. The firm's hourly rates are: Partners/Counsel $440 - $1,195 Associates $315 - $695 Paralegals $185 - $450 The attorneys and paralegals who will have primary responsibility are: Martin Krezalek Of Counsel $570 Stuart Kaplan Partner $925 Mitesh Patel Associate $505 David Moise Partner $1,020 Evan Zucker Associate $620 Christopher Lewis Paralegal $335 Lawrence Flick, Esq., a partner at Blank Rome, disclosed in court filings that his firm does not represent a creditor, equity interest holder or any person adverse or potentially adverse to the Debtor and its bankrupycy estate. Blank Rome can be reached through: Lawrence F. Flick, Esq. Blank Rome LLP 1271 Avenue of the Americas New York,NY 10020 Phone: +1.212.885.5000 Fax: +1.212.885.5001 Email: flick@blankrome.com About Wansdown Properties Wansdown Properties Corporation, N.V., a privately held company headquartered in New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. WANSDOWN PROPERTIES: Seeks to Hire Rubin as Legal Counsel --------------------------------------------------------- Wansdown Properties Corporation, N.V., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Rubin 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 powers and duties under the Bankruptcy Code, and the preparation and implementation of its reorganization plan. The firm's hourly rates are: Attorney $425 - $525 Paralegal $75 Rubin received a retainer in the amount of $25,000. Paul Rubin, Esq., a member of Rubin, 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: Paul A. Rubin, Esq. Hanh V. Huynh, Esq. Rubin LLC 345 Seventh Avenue, 21st Floor New York, N.Y. 10001 Tel: 212-390-8054 Fax: 212-390-8064 Email: prubin@rubinlawllc.com hhuynh@rubinlawllc.com About Wansdown Properties Corp. Wansdown Properties Corporation, N.V., a privately held company headquartered in New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. WESCO AIRCRAFT: S&P Puts 'B' ICR on Watch Neg. on Pattonair Merger ------------------------------------------------------------------ S&P Global Ratings placed the 'B' issuer credit rating on Wesco Aircraft Holdings Inc. on CreditWatch with negative implications after Platinum Equity announced the debt financing for its plan to acquire Wesco Aircraft Holdings Inc. and combine it with another portfolio company Pattonair (Pioneer Holding LLC). At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $600 million term loan B and $1 billion secured notes, both due in seven years, and placed them on CreditWatch negative. Additionally, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $575 million senior unsecured notes due in eight years, and placed it on CreditWatch negative. The CreditWatch placement reflects S&P's view that Wesco's credit metrics will weaken due to the proposed debt issuance to purchase all shares from public shareholders, repay its debt, and fund the merger with Pattonair (and repaying Pattonair's debt). S&P also believes the combined company's financial policy will likely be more aggressive under private equity sponsor, Platinum Equity. The addition of Pattonair's earnings and margin improvement (from synergies and other cost cuts from its Wesco 2020 initiative) should somewhat offset the proposed increase in debt. However, The rating agency still expects credit metrics to weaken, resulting in pro forma debt to EBITDA above 9x in 2020. It expects some improvement in 2021, as transaction- and synergy-related costs decline and cost cutting measures take hold. CreditWatch S&P plans to resolve the CreditWatch when the transaction closes. If the transaction closes on terms that are substantially similar to those presented to S&P, the rating agency expects to lower its issuer credit rating on the company by one notch to 'B-'reflecting higher debt leverage. S&P would lower its issue level-ratings on the proposed term loan and secured notes by one notch to 'B-' and senior unsecured notes to 'CCC'. The outlook would likely be stable, reflecting S&P's expectations that leverage will improve over time, but will remain weak over the forecast. The company's existing $180 million revolver, $400 million term loan A, and $525 million term loan B will likely be retired and the ratings withdrawn when the transaction closes. WITCHEY ENTERPRISES: Amended Disclosures to Resolve PIC Objection ----------------------------------------------------------------- Witchey Enterprises asks the Bankruptcy Court to deny Protective Insurance Company (PIC)'s objection to its Disclosure Statement. PIC provided various types of insurance coverage for the Debtor's business under certain insurance policies, including but not limited to, general liability and workers' compensation. As of the Petition Date, the outstanding amount owed under the Insurance Policies was $45,775.10. On June 5, 2019, the Debtor paid PIC $49,668.41 towards postpetition amounts due and owing under the Insurance Policies; on July 15, 2019, the Debtor paid Protective Insurance $10,000.00, and has made 15 weekly payments of $1,029.00 each for an additional total of $15,435.00. The Debtor proposes to make payments of $2,000 a week for eight weeks to cure any past due balance for postpetition insurance coverage. The Debtor intends to file an Amended Disclosure Statement and Amended Plan of Reorganization based upon the proposed sale of a portion of the Debtor's business as it relates to the operation of a FedEx Linehaul Routeto Creditor, Paultin, Inc., subject to Bankruptcy Court approval. Upon the approval of the sale by the Bankruptcy Court, the Debtor will file an Amended Disclosure Statement and Amended Plan of Reorganization that adequately addresses the objections of PIC. The Debtor believes that the Amended Disclosure Statement will contain "adequate information" within the meaning of section 1125(a)(1) of the Bankruptcy Code and the proposed timeline for solicitation of the Plan will be reasonable under the circumstances and provides all parties-in-interest with due process and an opportunity to carefully evaluate the Plan. The Debtor requests that the Court (a) overrule the Objection, and (b) permit the Debtor to file an amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code. About Witchey Enterprises Based in Wilkes-Barre, Pennsylvania, Witchey Enterprises, Inc., a provider of courier and express delivery services, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-00645) on Feb. 14, 2019. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Hon. Robert N. Opel II. The Debtor's counsel is Andrew Joseph Katsock, III, Esq., in Wilkes Barre, Pennsylvania. Y&M RENTAL PROPERTY: Trustee Hires James E. Salven as Accountant ---------------------------------------------------------------- Irma C. Edmonds, the Chapter 11 Trustee of Y&M Rental Property Management, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ James E. Salven, Certified Public Accountant, as accountant to the Debtor. Y&M Rental Property requires James E. Salven to provide accounting services to the Debtor in the Chapter 11 bankruptcy proceedings. James E. Salven will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge 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. James E. Salven can be reached at: James E. Salven P.O. Box 25970 Fresno, CA 93729 Tel: (559) 230-1095 About Y&M Rental Property Management Y&M Rental Property Management, LLC, is a real estate company based in Ceres, California. Y&M Rental Property Management filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-90151) on Feb. 21, 2019. In the petition signed by Yajaira Vaca, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Ronald H. Sargis oversees the case. The Debtor hired Hefner Stark & Marois, LLP, as counsel. Y&M RENTAL PROPERTY: Trustee Seeks to Hire Hefner Stark as Counsel ------------------------------------------------------------------ Irma C. Edmonds, the Chapter 11 Trustee of Y&M Rental Property Management, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Hefner Stark & Marois, LLP, as counsel to the Debtor. Y&M Rental Property requires Hefner Stark to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Hefner Stark will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard S. Nevins, partner of Hefner Stark & Marois, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hefner Stark can be reached at: Howard S. Nevins, Esq. Aaron A. Avery, Esq. HEFNER STARK & MAROIS, LLP 2150 River Plaza Drive, Suite 450 Sacramento, CA 95833-4136 Tel: (916) 925-6620 Fax: (916) 925-1127 E-mail: aavery@hsmlaw.com About Y&M Rental Property Management Y&M Rental Property Management, LLC, is a real estate company based in Ceres, California. Y&M Rental Property Management filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-90151) on Feb. 21, 2019. In the petition signed by Yajaira Vaca, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Ronald H. Sargis oversees the case. The Debtor hired Hefner Stark & Marois, LLP, as counsel. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Tensun 42 LLC Bankr. C.D. Cal. Case No. 19-22194 Chapter 11 Petition filed October 16, 2019 Filed Pro Se In re Barbara K. Brown Bankr. D. Colo. Case No. 19-18903 Chapter 11 Petition filed October 16, 2019 Filed Pro Se In re Books Unlimited, LLC Bankr. N.D. Ga. Case No. 19-66545 Chapter 11 Petition filed October 16, 2019 Filed Pro Se In re Lil Britchez Bankr. N.D. Ga. Case No. 19-66546 Chapter 11 Petition filed October 16, 2019 Filed Pro Se In re Property Options NY LLC Bankr. E.D.N.Y. Case No. 19-77083 Chapter 11 Petition filed October 16, 2019 Filed Pro Se In re Iglesia Roca De Sion Inc. Bankr. D.P.R. Case No. 19-05990 Chapter 11 Petition filed October 16, 2019 See http://bankrupt.com/misc/prb19-05990.pdf represented by: Gerardo L. Santibago Puig, Esq. GSP LAW, P.S.C. E-mail: gsantiagopuig@gmail.com In re Last Frontier Realty Corporation Bankr. N.D. Tex. Case No. 19-33457 Chapter 11 Petition filed October 16, 2019 Filed Pro Se In re Satya N. Velu Bankr. N.D. Cal. Case No. 19-42344 Chapter 11 Petition filed October 17, 2019 Filed Pro Se In re Sherry Ann McGann Bankr. D. Colo. Case No. 19-18971 Chapter 11 Petition filed October 17, 2019 represented by: Elizabeth Domenico, Esq. Email: liz@robinsonandhenry.com In re Souleymane Diallo Bankr. D.C. Case No. 19-00691 Chapter 11 Petition filed October 17, 2019 Filed Pro Se In re Foxhole Bar, LLC Bankr. S.D. Fla. Case No. 19-23972 Chapter 11 Petition filed October 17, 2019 See http://bankrupt.com/misc/flsb19-23972.pdf represented by: Thomas L. Abrams, Esq. GAMBERG & ABRAMS E-mail: tabrams@tabramslaw.com In re Anthony L. Allen Bankr. D.N.J. Case No. 19-29641 Chapter 11 Petition filed October 17, 2019 Filed Pro Se In re 451 Hancock LLC Bankr. E.D.N.Y. Case No. 19-77137 Chapter 11 Petition filed October 17, 2019 Filed Pro Se In re Jamuna Taxi Corp. Bankr. S.D.N.Y. Case No. 19-13304 Chapter 11 Petition filed October 17, 2019 See http://bankrupt.com/misc/nysb19-13304.pdf represented by: Thomas A. Farinella, Esq. LAW OFFICE OF THOMAS A. FARINELLA, PC E-mail: tf@lawtaf.com In re Apollo Learning Institute, Inc. Bankr. S.D. Tex. Case No. 19-35819 Chapter 11 Petition filed October 17, 2019 See http://bankrupt.com/misc/txsb19-35819.pdf represented by: Nelson M. Jones, III, Esq. LAW OFFICE OF NELSON M. JONES III E-mail: njoneslawfirm@aol.com In re Marco Antonio Lepiz Corrales Bankr. W.D. Tex. Case No. 19-52464 Chapter 11 Petition filed October 17, 2019 represented by: J. Todd Malaise, Esq. E-mail: notices@malaiselawfirm.com In re Esther Mammie Yates Bankr. E.D. Va. Case No. 19-13417 Chapter 11 Petition filed October 17, 2019 Filed Pro Se In re Scot D. Plagenz and Catherine A. Plagenz Bankr. E.D. Wisc. Case No. 19-29979 Chapter 11 Petition filed October 17, 2019 represented by: Paul G. Swanson, Esq. STEINHILBER SWANSON LLP E-mail: pswanson@steinhilberswanson.com In re Tax Deed Enterprises, LLC Bankr. C.D. Cal. Case No. 19-12639 Chapter 11 Petition filed October 18, 2019 See http://bankrupt.com/misc/cacb19-12639.pdf represented by: Jeffrey B. Smith, Esq. CURD, GALINDO & SMITH, LLP E-mail: jsmith@cgsattys.com In re Nora Los, LLC Bankr. C.D. Cal. Case No. 19-12646 Chapter 11 Petition filed October 20, 2019 See http://bankrupt.com/misc/cacb19-12646.pdf represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@malawgroup.com In re Amir & Leila, LLC Bankr. C.D. Cal. Case No. 19-12647 Chapter 11 Petition filed October 20, 2019 See http://bankrupt.com/misc/cacb19-12647.pdf represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@malawgroup.com In re Settlers Jerky Inc. Bankr. C.D. Cal. Case No. 19-22339 Chapter 11 Petition filed October 18, 2019 See http://bankrupt.com/misc/cacb19-22339.pdf represented by: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP E-mail: dln@lnbyb.com In re ABC Demolition, Inc. Bankr. M.D. Fla. Case No. 19-06838 Chapter 11 Petition filed October 18, 2019 See http://bankrupt.com/misc/flmb19-06838.pdf represented by: Kenneth D. Herron, Jr., Esq. HERRON HILL LAW GROUP, PLLC E-mail: chip@herronhilllaw.com In re Pinnacle Asset Trust LLC Bankr. M.D. Fla. Case No. 19-09908 Chapter 11 Petition filed October 18, 2019 See http://bankrupt.com/misc/flmb19-09908.pdf represented by: Michael R. Dal Lago, Esq. DAL LAGO LAW E-mail: mike@dallagolaw.com In re 80 Flintlock Lane, LLC Bankr. C.D. Cal. Case No. 19-12651 Chapter 11 Petition filed October 21, 2019 See http://bankrupt.com/misc/cacb19-12651.pdf represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@malawgroup.com In re John Treschitta and Mary Treschitta Bankr. D. Conn. Case No. 19-51379 Chapter 11 Petition filed October 21, 2019 represented by: Russell Gary Small, Esq. MERRITT MEDICAL CENTER E-mail: Russell@rgsmall.com In re Celestial Church of Christ, 7 Halleluyah Parish, Inc. Bankr. S.D. Fla. Case No. 19-24118 Chapter 11 Petition filed October 21, 2019 See http://bankrupt.com/misc/flsb19-24118.pdf represented by: Adelaida A. Albareda, Esq. ALBAREDA & ASSOCIATES, P.A. E-mail: aalbareda@albaredalaw.com In re Robert Mark Heuseveldt and Rachael Heuseveldt Bankr. D. Id. Case No. 19-41003 Chapter 11 Petition filed October 18, 2019 represented by: Aaron J. Tolson, Esq. E-mail: ajt@aaronjtolsonlaw.com In re Robert Richard Gunville, Jr. and Judith Marie Gunville Bankr. W.D. Mich. Case No. 19-90217 Chapter 11 Petition filed October 21, 2019 represented by: Rozanne M. Giunta, Esq. Elisabeth M. Von Eitzen, Esq. WARNER NORCROSS & JUDD LLP E-mail: rgiunta@wnj.com evoneitzen@wnj.com In re Mason Builders, LLC Bankr. E.D.N.C. Case No. 19-04869 Chapter 11 Petition filed October 21, 2019 See http://bankrupt.com/misc/nceb19-04869.pdf represented by: Travis Sasser, Esq. SASSER LAW FIRM E-mail: travis@sasserbankruptcy.com In re Big Brothers Big Sisters of Northern New Jersey, Inc. Bankr. D.N.J. Case No. 19-29833 Chapter 11 Petition filed October 21, 2019 See http://bankrupt.com/misc/njb19-29833.pdf represented by: Kenneth A. Rosen, Esq. LOWENSTEIN SANDLER LLP E-mail: krosen@lowenstein.com In re Rags to Riches Records, Inc. Bankr. E.D.N.Y. Case No. 19-77234 Chapter 11 Petition filed October 21, 2019 Filed Pro Se In re 4 Raven Court Corp. Bankr. S.D.N.Y. Case No. 19-23859 Chapter 11 Petition filed October 21, 2019 Filed Pro Se In re Daddario, Inc. Bankr. E.D. Pa. Case No. 19-16565 Chapter 11 Petition filed October 21, 2019 See http://bankrupt.com/misc/paeb19-16565.pdf represented by: Mark S. Danek, Esq. DANEK LAW FIRM, INC. E-mail: msd@daneklawfirm.com In re Jose Eduardo Santos Rodriguez, Esq. Bankr. D.P.R. Case No. 19-06095 Chapter 11 Petition filed October 21, 2019 represented by: Jose A. Leon Landrau, Esq. LEON LANDRAU LAW OFFICE E-mail: jleonlandrau@yahoo.com In re John Alan Stacey and Kathleen Lee Stacey Bankr. C.D. Cal. Case No. 19-14127 Chapter 11 Petition filed October 22, 2019 represented by: Richard A. Marshack, Esq. MARSHACK HAYS LLP E-mail: rmarshack@marshackhays.com In re Boulder Dentistry, P.C. Bankr. D. Colo. Case No. 19-19126 Chapter 11 Petition filed October 22, 2019 See http://bankrupt.com/misc/cob19-19126.pdf represented by: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. E-mail: agarber@wgwc-law.com In re Sunset Bay Landscaping, Inc. Bankr. M.D. Fla. Case No. 19-10019 Chapter 11 Petition filed October 22, 2019 See http://bankrupt.com/misc/flmb19-10019.pdf represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com All@tampaesq.com In re Concrete Guys Inc. Bankr. N.D. Ill. Case No. 19-30071 Chapter 11 Petition filed October 22, 2019 See http://bankrupt.com/misc/ilnb19-30071.pdf represented by: Peter C. Nabhani, Esq. LAW OFFICE OF PETER C. NABHANI E-mail: pcnabhani@gmail.com In re 2340 WD Corp. Bankr. E.D.N.Y. Case No. 19-46340 Chapter 11 Petition filed October 22, 2019 See http://bankrupt.com/misc/nyeb19-46340.pdf represented by: Bruce Weiner, Esq. ROSENBERG MUSSO & WEINER LLP E-mail: courts@nybankruptcy.net In re Jeremie R. Rachunow Bankr. S.D.N.Y. Case No. 19-13362 Chapter 11 Petition filed October 22, 2019 represented by: Dawn Kirby, Esq. KIRBY AISNER & CURLEY, LLP E-mail: dkirby@kacllp.com In re King of Glory Tabernacle Bankr. S.D. Tex. Case No. 19-35897 Chapter 11 Petition filed October 22, 2019 See http://bankrupt.com/misc/txsb19-35897.pdf represented by: Jessica Lee Hoff, Esq. HOFF LAW OFFICES PC E-mail: jhoff@hofflawoffices.com In re Word of Life Christian Ministries Bankr. E.D. Va. Case No. 19-35583 Chapter 11 Petition filed October 22, 2019 Filed Pro Se ********* 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. 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