/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191112.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 12, 2019, Vol. 23, No. 315 Headlines 15005 NW CORNELL: Dec. 19 Hearing on Disclosure Statement Set 305 EAST 61ST: Kenneth Silverman Named Chapter 11 Trustee 66 ON 66 BAR: Conversion/Trustee Hearing Continued to Dec. 19 ADVANCE CASE: Has Until Nov. 14 to Exclusively File Chapter 11 Plan ADVANCE CASE: May Convey Certain Collateral to Satisfy Newtek Claim AFGO DEVELOPMENT: Ronald Sommers Named Chapter 11 Trustee ALBERTSONS COS: S&P Rates $500MM Sr. Unsecured Notes 'BB-' ALLIED WELDING: Selling Chillicothe Property to Complete for $6K ALWIN MORGAN: Claim on Austin Property as Homestead Nixed ARRAY CANADA: Moody's Lowers CFR to B3, Outlook Negative AVINGER INC: Reports $5.51 Million Net Loss for Third Quarter BAYOU STEEL: Sets Bidding Procedures for Substantially All Assets BLACKBOARD INC: S&P Raises ICR to 'B-'; Rating Off Watch Positive BLUEPOINT MEDICAL: Says Patient Care Ombudsman Not Necessary BOULDER DENTISTRY: Seeks to Excuse Appointment of Ombudsman BRAZORIA HYDROCARBON: Exclusivity Period Extended Until Dec. 15 BRETON MORGAN: Appalachian Buying 275-Acre Farmland for $570K CEDAR HAVEN: PCO Files First 60-Day Report for Lebanon Center CHURNEYS' REAL ESTATE: First National Seeks to Bar Cash Access COLUMBUS DOWNTOWN DEVELOPMENT: S&P Lowers Bond Ratings to 'CC' COOPER-STANDARD HOLDINGS: S&P Lowers ICR to 'B+'; Outlook Negative COPELAND & LANE: Files Amended Corrected Budget CUSTOMED INC: Santander, FirstBank Puerto to Vote vs. Plan EAST END BUS: KTJ Bus to Offer $400,000 Capital Infusion EDWARD DAWSON: Inland Buying Spokane Property for $100K ELAS LLC: Nov. 14, 2019 Disclosure Statement Hearing Set ELGOT SALES: Case Summary & 20 Largest Unsecured Creditors EMERGE ENERGY: Seeks Plan OK Despite Unsecureds' Rejection FAIRGROUNDS PROPERTIES: Zitting Buying Lot 33 for $94K FIREBALL REALTY: Exclusivity Period Extended to Dec. 28 FIRST FLORIDA: UST Seeks Extension for Filing of PCO Report FRANK INVESTMENTS: Davidoff Buying Cape May Property for $4.7M FRED'S INC: Selling De Minimis Pharmacy Assets & Real Properties FRESH ALTERNATIVES: Exclusivity Period Extended to Dec. 2 GARBER BROS: May Continue Using Cash Collateral Until January 2020 HAMLETT ENTERPRISES: Seeks Approval of Cash Collateral Stipulation HENRY ANESTHESIA: Seeks to Extend Exclusivity Period to May 4 HUNTSINGER VENTURES: Hansons Buying Seguin Property for $345K HVI CAT CANYON: McConnell Accepts Appointment as Trustee INSYS THERAPEUTICS: Exclusivity Period Extended to Jan. 6 J. ASHTON DEVELOPMENT: Seeks Authority to Use Cash Collateral JM GRAIN: Nov. 26, 2019 Disclosure Statement Hearing Set KOSTAS ROUSTAS: Martins Buying Waukesha Property for $288K L.G. STECK MEMORIAL: Files Motion to PCO Appointment Dismissal LIFESTYLE YACHTS: Seeks Access to Cash to Continue Operations LINDLEY FIRE: Expedite Fire Buying All Assets for $600K LUXURY LIMOUSINE: Plan & Disclosures Hearing Continued to Nov. 20 MARK SIMON: Brother Buying Sarasota Property for $165K MM CAM LIMITED: Chapter 15 Case Summary MULTICULTURAL COMMUNITY: Unsec. Creditors to Have 38.6% Recovery NAJEEB KHAN: Court Approves Appointment of Chapter 11 Trustee NANOMECH INC: Has Until Feb. 10 to Exclusively File Chapter 11 Plan NIELSEN HOLDINGS: S&P Puts 'BB' ICR on Watch Negative on Spin-Off NXT ENERGY: Will Release Third Quarter Results on Nov. 14 PAPA'S GIRL: Dec. 4 Plan Confirmation Hearing Set PHL VARIABLE: A.M. Best Lowers Finc'l. Strength Rating to B(Fair) PUERTO RICO HOSPITAL: Banco Santander Says Plan Unconfirmable PURPLE SHOVEL: Plan & Disclosures Due Nov. 21 REGIONAL SITE: Seeks Authorization to Use Cash Collateral RENAISSANCE HEALTH: Solicitation Period Extended Until March 16 SANAM CONYERS: Dec. 5 Disclosure & Plan Confirmation Hearing Set SARAI SERVICES: Dec. 19 Plan Confirmation Hearing Set SHEET METAL: Case Summary & 20 Largest Unsecured Creditors SHERIDAN HOLDING: S&P Assigns 'BB-' Rating to $100MM DIP Facility SIBAHAM LIMITED: Chapter 15 Case Summary SIRVA INC: S&P Cuts ICR to 'B-' on Weak Performance SORENSEN FUNERAL: Seeks Authorization to Use Cash Collateral SUPER HERO KIDS: PCO Sees Significant Improvement Since Filing SUZANNE FERRY: Kestenbaum Buying St. Pete Beach Property for $899K SWELL CHICAGO: Unsecureds to Get 20% Dividend in 5 Years SYNCHRONY FINANCIAL: S&P Rates Preferred Stock 'BB-' TESLA INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR THOMAS HUDSON: Nouveau Buying Jacksonville Property for $1.85M TPG PACE: Will Appoint Ken Rotman to Accel's Board of Directors TRIPLET LLC: Seeks Access to FC Marketplace Cash Collateral TROIANO TRUCKING: Avidia Bank Gets Chapter 11 Trustee TROIANO TRUCKING: May Continue Using Cash Collateral Until Nov. 20 TRUCKING AND CONTRACTING: Seeks Access to Cash Through June 2020 UNITED COMMERCIAL: A.M. Best Affirms B(Fair) FSR, Outlook Negative UNITED METHODIST: Scott Buying Lawrenceville Vacant Lot for $3.5K WAVE WOOD: Court Approves Chapter 11 Trustee Appointment WHISTLER ENERGY: Clawback Suit vs Baker Hughes Goes to Trial WORLD ACCEPTANCE: S&P Lowers ICR to 'B'; Outlook Negative WSLD LLC: Plan & Disclosures Due Jan. 21, 2020 ZENERGY BRANDS: Gets Nod on $2-Mil Financing, Cash Collateral Use [^] Large Companies with Insolvent Balance Sheet ********* 15005 NW CORNELL: Dec. 19 Hearing on Disclosure Statement Set ------------------------------------------------------------- A hearing to consider approval of 15005 NW Cornell LLC's Disclosure Statement will be held on Dec. 19, 2019 at 9:00 a.m. U.S. Bankruptcy Court, Courtroom #3, 1050 SW 6th Ave., 7th Floor, Portland, OR 97204. Objections to the proposed disclosure statement must be filed and served no less than seven days before the date of the hearing. According to the Disclosure Statement, the Debtor has a Chapter 11 Plan that provides that the Debtor will operate in the ordinary course and will obtain financing or sell the Cornell Property to pay and satisfy their obligations in full. ll General Unsecured Creditors will be paid in full, together with interest at the federal judgment rate in effect on the Effective Date, from and after the Effective Date, when the Debtors are able to obtain financing secured by the Cornell Property, or when the Debtors are able to sell the NW Cornell property, whichever occurs earlier. The Plan provides that existing equity interests in NW Cornell will be left in place, and Vahan Dinihanian will retain his interests in assets of his bankruptcy estate. A copy of the Disclosure Statement filed Oct. 18, 2019, is available at https://is.gd/XmbtkF free of charge from PacerMonitor.com. About 15005 NW Cornell 15005 NW Cornell LLC and its owner Vahan Megar Dinihanian, Jr., sought Chapter 11 protection (Bankr. D. Ore. Case Nos. 19-31883 and 19-31886) on May 21, 2019. Vahan Megar Dinihanian Jr. is an individual who owns and operates multiple business entities,including several entities that own and lease commercial real estate, a floral products business,and entities that provide engineering and consulting services. Dinihanian's principal business is operating Eagle Holdings, LLC, which owns other real estate-centered entities. NW Cornell's primary asset is its 50 percent tenant-in-common ownership interest is 37 acres of undeveloped real property located at 15005 NW Cornell Road, Beaverton, Oregon. 15005 NW Cornell LLC, based in Beaverton, OR, was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Trish M. Brown oversees the cases. 15005 NW Cornell tapped Douglas Pahl, a partner of Perkins Coie LLP, as bankruptcy counsel. Motschenbacher & Blattner LLP is Dinihanian's general bankruptcy counsel. 305 EAST 61ST: Kenneth Silverman Named Chapter 11 Trustee --------------------------------------------------------- The Court has approved Kenneth P. Silverman as Chapter 11 trustee in 305 East 61st Street Group, LLC's case. A full-text copy of Trustee Appointment is available at https://tinyurl.com/yxf3yvbo PacerMonitor.com at no charge. About 305 East 61st Street Group Based in New York, 305 East 61st Street Group LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No.19-11911) on June 10, 2019. At the time of filing, the Debtor was estimated to have assets and debt of $10 million to $50 million. The case is assigned to Hon. Sean H. Lane. The Debtor's counsel is Robert J. Spence, Esq., at Spence Law Office, P.C., in Roslyn, New York. The Debtor's accountant is Singer & Falk. 66 ON 66 BAR: Conversion/Trustee Hearing Continued to Dec. 19 ------------------------------------------------------------- In the case of 66 ON 66 BAR & GRILL, LLC., the parties have signed a stipulation to continue the hearing on the U.S. Trustee's motion to dismiss, convert, or appoint a Chapter 11 trustee in, the Debtor's Chapter 11 case. At the parties' behest, Judge Scott H. Yun approved the stipulation, and ordered that the hearing on the Motion is continued from Oct. 31, 2019 at 1:30 p.m. to Dec. 19, 2019 at 1:30 p.m. A full-text copy of the order is available at https://tinyurl.com/y38pqbgs from PacerMonitor.com at no charge. About 66 on 66 Bar & Grill 66 on 66 Bar & Grill, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-14462) on May 25, 2018. In the petition signed by Noble Zubaid, its managing member, the Debtor estimated assets and debt of less than $1 million. The Debtor is represented by Sandford L. Frey, Esq. at Leech Tishman Fuscaldo & Lampl, Inc. ADVANCE CASE: Has Until Nov. 14 to Exclusively File Chapter 11 Plan ------------------------------------------------------------------- Judge Scott Grossman of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which only Advance Case Parts, Inc. can file a Chapter 11 plan to Nov. 14. The company can solicit acceptances for the plan until Jan. 13, 2020, according to the bankruptcy judge's order. About Advance Case Parts Inc. Advance Case Parts, Inc. -- www.advancecaseparts.com -- specializes in service and repair of all supermarket or foodservice equipment. It serves the Southeastern part of the United States, the Caribbean, and South and Central America. Advance Case Parts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14930) on April 16, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Raymond B. Ray. Akerman LLP is the Debtor's legal counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in Debtor's case, according to court dockets. ADVANCE CASE: May Convey Certain Collateral to Satisfy Newtek Claim ------------------------------------------------------------------- Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida authorized Advance Case Parts, Inc. to convey the Personal Property and remit payment in the amount of $4,500 to Newtek Small Business Finance, LLC. Newtek SBA consents to said conveyance, which will be in full and final satisfaction of Newtek SBA's remaining secured claims against the Debtor's estate. Newtek SBA will be deemed to have released any remaining liens against all remaining property of the Debtor's estate. About Advance Case Parts Advance Case Parts, Inc. -- http://www.advancecaseparts.com/-- specializes in service and repair of all supermarket or food-service equipment. It serves the Southeastern part of the United States, the Caribbean, and South and Central America. Advance Case Parts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14930) on April 16, 2019. At the time of the filing, the Debtor was estimated to have assets between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Raymond B. Ray. Akerman LLP is the Debtor's legal counsel. AFGO DEVELOPMENT: Ronald Sommers Named Chapter 11 Trustee --------------------------------------------------------- The Bankruptcy Court on Oct. 25, 2019, entered an order directing the United States Trustee to appoint a chapter 11 trustee in Development Company, Inc.'s Chapter 11 case. Accordingly, the United States Trustee appointed RONALD J. SOMMERS to serve as the chapter 11 trustee. A full-text copy of the notice is available at https://tinyurl.com/yxmsnr98 PacerMonitor.com at no charge. As reported in the TCR, the Bankruptcy Court, after hearing partial evidence on Capital Bank's motion for relief from stay, finds that a Chapter 11 Trustee should be appointed for AFGO Development Inc. AFGO Development Company, Inc., filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-35506) on September 30, 2019. The Debtor is represented by: Reese W. Baker, Esq. 950 Echo Lane, Suite 300 Houston, TX 77024 Tel: 713-869-9200 Counsel for Capital Bank: Mynde S. Eisen, Esq. P.O. Box 630749 Houston, Texas 77263 Tel: 713-266-2955 ALBERTSONS COS: S&P Rates $500MM Sr. Unsecured Notes 'BB-' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Albertsons Cos. Inc.'s proposed $500 million senior unsecured notes due 2027. The '2' recovery rating indicates S&P's expectation for substantial recovery to lenders (70%-90%; rounded estimate: 85%). S&P's issuer credit rating (B+/Stable/--) on the company and all other issue-level ratings are unchanged. Albertsons will use the proceeds from the new 2027 notes to repay nearly $500 million in term loan B-7, reducing the balance for that debt to about $1 billion. Albertsons' earnings for the second quarter ended Sept. 7, 2019, came in slightly ahead of S&P's expectations, with 2.4% identical sales and a 30-basis-point increase in gross margin excluding the impact of fuel. This margin lift was due to lower shrink expense as a percentage of sales and higher private-label product penetration. S&P Global Ratings' lease-adjusted leverage for the latest 12 months is in the low-5x range, given solid operational execution and debt reduction of over $1.8 billion to date during fiscal 2019. S&P notes the company upsized its senior unsecured 2028 notes issuance earlier this year from the $500 million the rating agency originally anticipated to $750 million, and repurchased $253 million of New Albertsons L.P. notes at par in the latest quarter. Given these developments, S&P still expects leverage to stay in the low-5x range for fiscal 2019. It also believes an IPO or other type of monetization remains a possibility over the coming year, especially given recent de-leveraging and the long hold period with Cerberus Capital Management L.P. "We anticipate that Albertsons' operating performance will continue to stabilize in fiscal 2019, with low-single-digit percent growth in identical sales and flat EBITDA margins, and believe that the company will continue to invest in its digital and store remodel efforts given the highly competitive and dynamic nature of the evolving U.S. grocery landscape," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P's recovery rating revisions take into consideration the new $500 million senior unsecured notes and term loan B reduction. -- The Safeway and NALP notes do not benefit from the subsidiary and parent guarantees that the ACI notes have. -- S&P's simulated default scenario contemplates that cash flow problems due to an economic downturn, combined with new competitors stepping up their entry into the company's markets, lead to a significant decline in ACI's revenue and profitability. -- S&P estimates a gross recovery value of $11.3 billion taking into consideration the going-concern valuation of the business operations of $4.77 billion and the value of its real estate at $6.6 billion. S&P's going-concern valuation assumes an emergence EBITDA of $955 million (net of $557 million in assumed additional rent expense if the company did a sale leaseback on its owned real estate). -- For the owned real estate properties, S&P bases its valuation on $557 million in estimated rent income (assuming triple net lease contracts) to which it applies an 8.05% capitalization rate. Simulated default assumptions: -- Simulated year of default: 2023 -- Going-concern valuation: $11.3 billion -- EBITDA at emergence: $955 million -- EBITDA multiple: 5.0x Real estate valuation: -- Implied rent income: $557 million -- Capitalization rate: 8.05% Simplified waterfall: -- Net enterprise value (after administrative costs): About $10.8 billion -- Net available to first-lien debt (after asset-based lending [ABL] debt is repaid): $8.9 billion -- Secured first-lien debt: $2.55 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Net residual value available to ACI unsecured notes: $6.3 billion -- Aggregate ACI unsecured senior note debt: $4.48 billion -- Other unsecured obligations: $477 million -- Recovery expectations: Capped at 70%-90%; rounded estimate: 85% (capped at '2' recovery rating) -- Net residual value available to Safeway unsecured senior notes: $787 million -- Aggregate Safeway note debt: $669 million -- Recovery expectations: Capped 70%-90%; rounded estimate: 85% -- Net residual value available to NALP notes: $291 million -- Aggregate NALP note debt: $528 million -- Recovery expectations: 50%-70%; rounded estimate: 50% Note: All debt amounts include six months of prepetition interest. ALLIED WELDING: Selling Chillicothe Property to Complete for $6K ---------------------------------------------------------------- Allied Welding, Inc., asks the U.S. Bankruptcy Court for the Central District of Illinois to authorize the sale of the real property commonly known as 1807 Finney Street, Chillicothe, Illinois to Complete Maintenance Systems, Inc., for $6,000, nunc pro tunc to Aug. 22, 2019. At the time of its Chapter 11 filing, the Debtor owned the Finney Street Property. The Finney Street Property is in very poor condition, and it was acquired by the Debtor under an agreement with the City of Chillicothe that it be demolished. With the cooperation of the City of Chillicothe, management of the Debtor had been negotiating a disposition of the Finney Street Property that would avoid the demolition expense. The Debtor located the Buyer, which agreed to pay $6,000 for the property and would repair it. Without first obtaining approval of the Court, for which the Debtor management apologizes to the Court and the parties-in-interest in the case, the Debtor completed and closed on a sale of the Finney Street Property to Complete Maintenance on Aug. 22, 2019. The sale was reported to all parties at the subsequent Section 341 hearing, and there does not appear to be any party alleging that the Finney Street Property had value to the bankruptcy estate. As reported in the Closing Statement the $6,000 gross proceeds of sale were distributed as follows: (i) Peoria County Real Estate Taxes - $3,829; (ii) Closing Costs - $5; and (iii) Debit for Prorated 2019 real estate Taxes - $1,599. The Net to the Debtor would be $566. The net proceeds of $566 were deposited into the Debtor's operating account and used for its general operations in the case. As undoing the sale as unauthorized would not appear to create a material benefit to the bankruptcy estate and would just further hinder rehabilitation/demolition of the property, the Debtor respectfully asserts that approval of the sale by the Court would be in the best interests of all parties. About Allied Welding Founded in 1964, Allied Welding, Inc. -- https://www.alliedwelding.net/ -- provides assembly, packaging, precision CNC machining, welding, powder coating and plasma cutting services. It has a 78,000-square-foot manufacturing facility in Chillicothe, Ill. Allied Welding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-81007) on July 17, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Rafool, Bourne & Shelby, P.C. The Office of the U.S. Trustee on Aug. 9, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. ALWIN MORGAN: Claim on Austin Property as Homestead Nixed --------------------------------------------------------- Bankruptcy Judge Jeffrey P. Norman sustained Regions Bank's Objection to Homestead Exemption filed by Debtor Alwin Gerald Morgan. The debtor's current homestead exemption is disallowed and the debtor may not claim 604 Logans Lane, Austin, Texas or 426 Warner Road, Bellville, Texas, as his homestead, the Court said. In a bankruptcy case, a debtor may use the federal homestead exemption or elect to use the homestead exemption of his state of domicile. Here, the debtor has elected to have his homestead exemption determined by Texas state law. Alwin Gerald "Jerry" Morgan filed his Chapter 11 petition on January 1, 2019. Morgan elected to use Texas exemptions and claimed a homestead exemption in the real property known as 604 Logans Lane, Austin, Texas. Since 1999, Morgan has owned three tracks of real estate, two of which have been sold. In 1999, he and his former wife, Kimberly Morgan purchased real property at 5890 Highway 159 West, Bellville, Texas 77418. It is undisputed that they lived there as their marital homestead. Regions objects to the debtor's homestead exemption of the Austin property for two reasons: (1) the debtor improperly claims the Austin Property is his homestead, and (2) even if the debtor is entitled to claim the Austin property as his homestead, the homestead exemption is capped at the statutory amount of $160,375 pursuant to 11 U.S.C. section 522(p). The debtor asserts Logans Lane is his homestead, claiming a Texas homestead exemption. He specifically claims it is his marital homestead with his current wife Keyla B. Turro. He further argues that although he purchased the Austin property just seven days after the six-month requirement, equitable tolling should apply because lightning struck the home delaying the scheduled closing. According to the Court, the debtor's argument misses the point. The evidence, which includes the debtor's own verbal and written statements, indicates the debtor never established a marital homestead with Turro at Logan's Lane. The debtor failed in his burden. Additionally, however, equitably tolling does not apply to 11 U.S.C. section 522(p). The Court explains that the debtor has never used the Austin property as his residence. "Possession and use of land by one who owns it and resides upon it makes it the homestead in law and in fact." This would be true for the debtor as to the Warner Road property but not as to Logans Lane. Warner Road could have been the debtor's homestead, but for the fact that the debtor's wife has never lived in the Warner Road property. Accordingly, it cannot be his marital homestead. The debtor's overt acts of homestead usage as to Logans Lane are lacking and do not exist. This finding is supported by the admissions in his bankruptcy schedules and his statement of affairs. The Warner Road deed of trust also evidences the debtor's intent and representation that Warner Road was used as the debtor's residence. Further, his homestead claim for tax purposes on Warner Road for the three years prior to his bankruptcy petition, as well as his and his wife's subsequent post-petition renouncement and disclaimer of his homestead claim in Warner Road, all support the conclusion that the Warner Road property and not Logans Lane was his permanent and only residence at all times during his current marriage. Here, the debtor cannot establish either the Austin property or the Bellville property as his homestead. To establish a homestead, the debtor must show that as of the Petition Date, he and Turro either (1) resided on the same property for the purpose of establishing a homestead or (2) intended to make a single property their homestead, which must be evidenced by overt acts. He has done neither. First, Morgan and Turro have not and currently do not reside on the same property for the intent of establishing a homestead. For the three years prior to, and at the time of the bankruptcy filing, Morgan resided at the Bellville property. He did not reside at the Austin property. In contrast, Turro has resided only at the Austin property. Accordingly, for the duration of their marriage, Morgan and Turro have not resided at either the Austin property or Bellville property together. Second, Morgan failed to show any intent to make the Austin property his homestead. This is also true as of the petition date. In fact, in 2017, 2018 and 2019 Morgan claimed a property tax homestead exemption on the Bellville property. Further, in the Chase deed of trust, Morgan covenanted that the Bellville property was his primary residence. Morgan's intentions and statements at the meeting of creditors indicate that the Bellville property was his principal and permanent residence. Additionally, at all relevant times, Morgan has indicated that Turro resides in Austin, never indicating that it was Turro's intention to make the Bellville property her homestead. Thus, as of the petition date, neither Morgan nor Turro intended to make either property their united homestead. A wife cannot have one homestead and the husband another. At most, the debtor exhibited a contingent future hope that he may resolve his financial troubles, reconcile with Turro, and then move into the Austin property. However, this does not establish the requisite intent for a homestead exemption claim. Accordingly, the debtor and Turro did not and have not established a family homestead. Specifically, the debtor has failed to show an intention supported by overt acts to establish either the Logans Lane or Warner Road as the family homestead. The debtor has failed in his burden of proof. Thus, Morgan is unable to establish a family homestead as of the date of the petition, which renders his designated homestead exemption in the Austin property invalid. A copy of the Court's Memorandum Opinion dated Oct. 9, 2019 is available at https://bit.ly/2WfLBCG from Leagle.com. Alwin Gerald Morgan filed for chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30004) on Jan. 1, 2019, and is represented by Margaret Maxwell McClure -- margaret@mmmcclurelaw.com -- Attorney at Law. ARRAY CANADA: Moody's Lowers CFR to B3, Outlook Negative -------------------------------------------------------- Moody's Investors Service downgraded Array Canada Inc.'s corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD, and senior secured bank credit facility to B3 from B2. The outlook is negative. "The downgrade reflects our expectation that Array's leverage will remain elevated above 8x over the next 12 months as a result of a decline in projected EBITDA due to weaker demand from core cosmetic customers" said Moody's Analyst Jonathan Reid. Downgrades: Issuer: Array Canada Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Array Canada Inc. Outlook, Changed to Negative from Stable RATINGS RATIONALE Array's B3 CFR is constrained by: (1) the company's small scale and focus serving the cosmetics industry; (2) high financial leverage, which Moody's believes will be about 8.5x adjusted debt-to-EBITDA for 2019; (3) slowing growth in demand for color cosmetics in North America which will drive weak revenue growth over the next 12-18 months; and (4) private equity ownership, which could lead to shareholder-friendly financial policies and a highly leveraged capital structure. The company's credit profile benefits from: (1) its good market position and strong customer relationships with key cosmetic industry retailers and (2) it's improved geographic diversity following the acquisition of Poland based Willson and Brown in October 2018. The company's 2019 performance and credit metrics will be weaker than what Moody's projected at the time of the Willson and Brown acquisition (October 2018). This is primarily due to a slowdown in demand growth for cosmetics in North America which has led to lower than expected revenue growth in 2019, which combined with rapid expenditure growth leads to lower than forecast EBITDA. Array is exposed to social risks relating to the shift away from in-store sales and marketing towards online sales and marketing. As consumers increasingly move towards online purchases, it could reduce the need for physical cosmetic displays. The company is exposed to governance risk through its private equity ownership and limited disclosure of financial data. The company's private equity ownership has led to more aggressive financial policies and higher financial leverage, as illustrated by the debt financed dividend paid to ownership in 2017. Financial disclosures are limited, which reduces the forward visibility of the company's operations. The company's US$55 million revolver and US$315 million term loan are rated B3, in-line with the CFR, as they make up the bulk of Array's debt capital. Array has adequate liquidity. The company's sources of total liquidity are $35 million versus mandatory debt repayments of around $8 million for the next four quarters. Array's sources include cash of around $5 million at June 30, 2019, Moody's expectations of free cash flow around $5 million over the next four quarters, and around $25 million of availability under its $55 million revolver due in February 2022. The revolver has a springing net leverage covenant when drawings exceed a certain threshold, which Moody's expects will not be breached in the next quarters. Array has limited ability to generate liquidity from asset sales. The negative outlook reflects the company's high leverage and weak interest coverage measures as demand growth for color cosmetics remains depressed over the next 12-18 months. Factors that could lead to a downgrade: -- Debt/EBITDA (including Moody's standard adjustments) sustained above 7x (8.5x expected for FY2019), or EBIT/Interest sustained below 1x (0.7x expected for fiscal year 2019) -- Any cash distributions to the company's private equity sponsor Factors that could lead to an upgrade: -- Material improvement in liquidity driven by sustained positive free cash flow generation -- Debt/EBITDA (including Moody's standard adjustments) approaching 5x (8.5x expected for FY2019) and EBIT/Interest approaching 2x (0.7x expected for fiscal year 2019) The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Array Canada Inc., headquartered in Toronto, Ontario, is a designer, manufacturer and distributor of displays and fixtures to prestige cosmetics brands and retailers. The company is majority-owned by The Carlyle Group. AVINGER INC: Reports $5.51 Million Net Loss for Third Quarter ------------------------------------------------------------- Avinger, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $5.51 million on $2.41 million of revenues for the three months ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $6.22 million on $2.02 million of revenue for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss attributable to common stockholders of $17.01 million on $6.56 million of revenues compared to a net loss attributable to common stockholders of $28.76 million on $5.88 million of revenues for the same period during the prior year. As of Sept. 30, 2019, the Company had $28 million in total assets, $19.25 million in total liabilities, and $8.75 million in total stockholders' equity. Cash and cash equivalents totaled $14.5 million as of Sept. 30, 2019, compared with $14.8 million as of June 30, 2019. On Aug. 26, 2019, Avinger announced gross proceeds of $4.5 million from an underwritten public offering. As of Sept. 30, 2019, Avinger had approximately 10.3 million shares of common stock, 44,745 shares of Series A preferred stock and 178 shares of Series B preferred stock outstanding. Each share of the Series A preferred stock is convertible into 50 shares of the Company's common stock at a conversion price of $20.00 per share. Each share of Series B preferred stock is convertible into approximately 847 shares of the Company's common stock at a conversion price of $1.18. Jeff Soinski, Avinger's president and CEO, commented, "Avinger demonstrated clear acceleration in its topline performance with a 33% increase in catheter sales and a 19% increase in overall revenue during the third quarter. Revenue growth was driven by broad-based increases in Pantheris utilization, new Lumivascular site launches and the addition of Pantheris SV to our portfolio late in the quarter. We expect these actions to drive continued growth of catheter sales in the fourth quarter. "Operational results also continued to improve as we scale revenue. Gross margin increased to 35% and operating expenses continued to decline as we closely manage costs. Our expanded sales team has been successful at driving case volume across our installed base and enabled the launch of 7 new sites in the third quarter, including centers located in the high-volume PAD markets of Florida, Georgia and Arizona. We expect to further ramp treatment volume at current accounts and to add new sites in the fourth quarter. "We are especially excited about the launch of Pantheris SV, which has generated strong sales activity from the first day of its national launch in late September. Centers are actively seeking this compelling new solution to treat disease in small vessels, where few good therapeutic options exist. With 25 sites utilizing SV product in the third quarter and new sites coming online each week, we are seeing strong early momentum. By extending physicians' reach to the small vessels below-the-knee, we estimate Pantheris SV could expand our addressable atherectomy market by as much as 50%." A full-text copy of the Form 10-Q is available for free at: https://is.gd/kwXrNE About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices. Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of June 30, 2019, Avinger had $28.81 million in total assets, $18.89 million in total liabilities, and $9.92 million n total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. BAYOU STEEL: Sets Bidding Procedures for Substantially All Assets ----------------------------------------------------------------- Bayou Steel BD Holdings, LLC, and debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize their bidding procedures in connection with the sale of substantially all assets at auction. Subject to their right to determine an alternative course of action is preferable, the Debtors intend to sell the Assets in the Chapter 11 Cases and the Prepetition Lenders and the Subordinated Term Loan Lenders have, subject to certain conditions, agreed to allow their cash collateral to be used to fund the Chapter 11 Cases pursuant to an agreed upon budget. However, given they are operating solely on the use of cash collateral and have very limited operations after the Petition Date, the Debtors need to complete the sale process as expeditiously as possible. The Debtors firmly believe that a sale of substantially all of their assets to a financial or strategic party that may re-start operations and potentially re-employee the laid off employees is in the best interests of the Debtors, their respective estates, all creditors, and the local community. By the Motion, first, the Debtors ask entry of the Bid Procedures Order: (i) authorizing and approving the Bid Procedures in connection with the sale of the Assets; (ii) scheduling an auction and sale hearing with respect to the Sale of the Assets; (iii) approving the form and manner of notice of the Auction and the Sale Hearing; (iv) authorizing, but not directing the Debtors to enter into an Asset Purchase Agreement with any party identified prior to Nov. 22, 2019; and (v) granting related relief. Second, the Debtors may ask entry of the Sale Order at the conclusion of the Sale Hearing: (i) authorizing and approving the Sale of the Assets to the Successful Bidder on the terms substantially set forth in the Successful Bid free and clear of liens, claims, encumbrances, and other interests other than Permitted Encumbrances and Assumed Liabilities; (ii) authorizing the assumption and assignment of the Contracts; and (iii) granting any related relief. The Debtors reserve the right to file and serve any supplemental pleading or declaration that the Debtors deem appropriate or necessary in their reasonable business judgment, including any pleading summarizing the competitive bidding and sale process and the results thereof, in support of their request for entry of the Sale Order before the Sale Hearing. As part of the proposed postpetition sale process, the Debtors, through Candlewood and their other professionals, will continue to engage in the robust marketing effort for the Debtors' assets, which started on the Petition Date, continuing to contact both financial and strategic investors regarding a potential sale. By the Motion and in connection with the Bidding Procedures, the Debtors ask additional authority, but not direction, to enter into a Stalking Horse Agreement with an interested buyer to serve as the Staling Horse Bidder on Nov. 22, 2019. As a condition to providing a Stalking Horse Bid, the Stalking Horse Bidder asks reasonable bid protections, including either or both of a Break-Up Fee and an Expense Reimbursement. The Debtors ask authority to designate a party as a Stalking Horse Bidder without further order of the Court, so long as the following parameters are satisfied: (a) the Break-Up Fee does not exceed 3% of the aggregate cash purchase price; (b) the Expense Reimbursement does not exceed $250,000; and (c) the Consultation Parties consent, which will not be unreasonably withheld, to the designation of such party as a Stalking Horse Bidder on or prior to the Stalking Horse Deadline of Nov. 22, 2019. In the event that the Debtors enter into any Stalking Horse Agreement that the Debtors determine is in the best interests of the Debtors and their estates, the Debtors will file with the Court the Stalking Horse Notice. The Debtors will also serve the Stalking Horse Notice on the Consultation Parties. The Debtors request the Court approve the following general timeline, with the assumption the Bankruptcy Court will enter an order granting this motion on shortened notice. These dates are subject to change in the event the Bankruptcy Court does not enter an order at that hearing: a. Contract Cure Objection Deadline: No later than Nov. 27, 2019 at 4:00 p.m. (ET) b. Bid Deadline: Dec. 4, 2019 at 4:00 p.m. (ET) or such later date as may be agreed to by the Debtors c. Auction: The Auction, if necessary, will be held at the offices of Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801 on Dec. 10, 2019 at 10:00 a.m. (ET), or such other location as identified by the Debtors after notice to all Qualified Bidders. d. Sale Objection Deadline: No later than 4:00 p.m. (ET) on Dec. 5, 2019 e. Sale Hearing: Dec. 11, 2019 To optimally and expeditiously solicit, receive, and evaluate bids in a fair and accessible manner, the Debtors have developed and proposed the Bid Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 4, 2019 at 4:00 p.m. (ET) b. Initial Bid: Must equal or exceed the sum of the amount of (A) the purchase price under the Stalking Horse Agreement, (B) any Break-Up Fee, (C) any Expense Reimbursement, and (D) $250,000 c. Deposit: 10% of the purchase price d. Auction: The Auction, if necessary, will be held at the offices of Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801 on Dec. 10, 2019 at 10:00 a.m. (ET), or such other location as identified by the Debtors after notice to all Qualified Bidders. e. Bid Increments: $250,000 f. Sale Hearing: Dec. 11, 2019 g. Closing: Dec. 31, 2019 or such date as may be extended by the Debtors h. Any Qualified Bidder who has a valid and perfected lien on any Assets of the Debtors' estates that is not subject to an objection by the commencement of the Auction will have the right to credit bid all or a portion of the value of such Secured Creditor's claim. The Bid Procedures are reasonable, appropriate, and within the Debtors' sound business judgment under the circumstances because the Bid Procedures are designed to maximize the value to be received by their estates. The Debtors are also asking approval of certain procedures to facilitate the fair and orderly assumption and assignment of the Contracts in connection with the Sale. Pursuant to the Bid Procedures Order, notice of the proposed assumption and assignment of the Contracts to the Successful Bidder, the proposed cure amounts related thereto, and the right, procedures, and deadlines for objecting thereto, will be provided in separate notices, to be sent to the applicable Contract Counterparties. To maximize the value received from the Acquired Assets, and to ensure they are in compliance with the requirements of the Interim Cash Collateral Order, the Debtors ask to close the Sale as soon as possible after the Sale Hearing. Accordingly, they ask the Court to waive the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Bayou_Steel_73_Sales.pdf About Bayou Steel Bayou Steel BD Holdings, L.L.C., is a North American company focused on the production of long carbon steel products. The Company manufactures beams, angles, channels, flats, round bars, and square bars. Bayou Steel Group -- https://bayousteelgroup.com/ -- was formed in 2016 and is headquartered in La Place, Louisiana. Bayou Steel BD Holdings, L.L.C., BD Bayou Steel Investment, L.L.C, and BD LaPlace, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12153) on Oct. 1, 2019. The Hon. Karen B. Owens is the case judge. The Debtors tapped POLSINELLI PC as counsel; and CANDLEWOOD PARTNERS, LLC, as financial advisor and investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. BLACKBOARD INC: S&P Raises ICR to 'B-'; Rating Off Watch Positive ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Blackboard Inc. to 'B-' from 'CCC+' and removed the rating from CreditWatch, where S&P placed it with positive implications on Oct. 15, 2019. At the same time, S&P assigned its 'B' issue-level rating and '2' recovery rating to the company's $83.5 million revolver due June 2023 and $500 million term loan due June 2024 and its 'CCC' issue-level rating and '6' recovery rating to the company's $250 million second-lien notes due November 2024. These ratings are in line with the preliminary ratings S&P assigned on Oct. 15, 2019. Recent debt refinancing provides Blackboard with more financial flexibility. The company's November 2019 debt refinancing deal pushed out debt maturities to 2023 and 2024 from 2021. This provides Blackboard more time to execute on plans to stabilize revenues and improve the company's free cash flow prospects. S&P views positively Blackboard's financial sponsor, Providence Equity Partners, increasing their commitment to the company through the form of $100 million preferred equity as part of the recent debt refinancing deal. The stable outlook on Blackboard reflects S&P's expectation that the company will maintain sufficient liquidity over the next year. While it expects mildly negative annual free operating cash flows in 2019 and 2020 of -$3 million to -$5 million, S&P expects the company to maintain full access to its revolver and for any draw to be repaid by year end. Furthermore S&P expects the company will have EBITDA interest coverage in the mid 1x range. S&P notes the company will face competitive challenges as it migrates its on-premise and managed hosting clients to cloud environments where its client retention rates are higher. While it expects the company's margins to be pressured over the next year, S&P believes they will stabilize in the low 20% area as management increases its internal investments and continues its cost-restructuring efforts. "We could lower our rating on Blackboard if its revenue and client-stabilization efforts fail to improve or if the company experiences accelerated revenue declines and client churn leading to persistent significant negative annual FOCFs, further pressuring its liquidity. Inability to repay intra-year seasonal revolver draw would also be a sign of weakening liquidity," S&P said, adding that such a scenario could indicate that the company's capital structure is unsustainable. "We could raise our rating on Blackboard if the company stabilizes its client base, sustains strong client retention rates, and returns to revenue growth, supporting a FOCF-to-debt ratio of more than 5%," S&P said. Under this scenario, an acceleration in the company's migration of its clients' workloads to cloud-based environments would provide evidence of the successful execution of its next generation LMS cloud-based product offering, Learn Ultra, according to the rating agency. BLUEPOINT MEDICAL: Says Patient Care Ombudsman Not Necessary ------------------------------------------------------------ The Bluepoint Medical Associates LLC, by counsel, is asking the Bankruptcy Court to enter an order determining that it is not necessary to appoint a Patient Care Ombudsman pursuant to 11 U.S.C. Sec. 333(a)(1). The Bluepoint Medical Associates LLC is a Virginia limited liability company whose main office is located at 14631 Lee Highway, Suite 413, Centreville, Virginia 20121. It has operated since 2015 and no patient has ever filed a lawsuit against Bluepoint. It diagnoses and treats patients for obesity, sleep disorders, and sells durable medical supplies. There are 3,500 patients with 15 employees. Bluepoint says that, out of an abundance of caution, it checked the box on its schedules that it was a health care case despite the fact that it does not treat an injury, deformity or disease but rather it treats sleep apnea which is a disability. The Debtor tells the Court that in this case, its financial problems are unrelated to patient care issues. Bluepoint thus does not believe the facts of this case warrant the appointment of a Patient Care Ombudsman. Counsel for Bluepoint Medical Associates LLC: John T. Donelan, Esquire 125 South Royal Street Alexandria, Virginia 22314 Tel: 703-684-7555 Fax: 703-684-0981 A full-text copy of Motion is available at https://tinyurl.com/y4xs4dlf PacerMonitor.com at no charge. About Bluepoint Medical Associates Bluepoint Medical Associates LLC specializes in weight loss management and sleep, serving the residents of Northern Virginia, Maryland, Washington, D.C., and the surrounding area. Bluepoint Medical Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-13121) on Sept. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $10 million. The petition was signed by LaTaunya Johnson-Weaver, managing member. The Hon. Klinette H. Kindred is the case judge. BOULDER DENTISTRY: Seeks to Excuse Appointment of Ombudsman ----------------------------------------------------------- Boulder Dentistry, P.C. by and through its attorneys, Wadsworth Garber Warner Conrardy, P.C., filed a motion to excuse the appointment of an ombudsman. The Debtor is a Colorado professional corporation that owns and operates a dental practice located at 1651 28th Street, Boulder, Colorado 80301. The Debtor does not have patients that are captive in which the patients are free to move to anew dental practice at any time if they so desire and do not have overnight stays at the dental office. Generally, drugs are not prescribed except of antibiotics when necessary. In this case the bankruptcy filing was prompted by debt issues related to the business but the filing was not prompted by patient related issues. So the bankruptcy does not and will not impact the quality of care given to patients. Accordingly, the Debtor believes there is no need for a third ombudsman to protect the interests of the patients. Michael A. Bentz,DDS, has been practicing dentistry for over 25 years. He provides cosmetic dentistry, digital x-rays, laser cavity detection, porcelain implant crowns,and other dental related services. Therefore, the Debtor requests that the Court enter an order, a proposed form is filed herewith, excusing the appointment of an ombudsman. The Debtor's counsel: Aaron A. Garber Wadsworth GarberWarner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303)296-1999 Telecopy: (303)296-7600 E-mail: agarber@wgwc-law.com A full-text copy of Motion to Excuse Ombudsman Appointment is available at https://tinyurl.com/yyqn78pr PacerMonitor.com at no charge. About Boulder Dentistry Boulder Dentistry, P.C., filed a voluntary Chapter 11 Petition (Bankr. D. Colo. Case No. 19-19126) on Oct. 22, 2019, and is represented by Aaron A. Garber, Esq. at WADSWORTH GARBER WARNER CONRARDY, P.C. BRAZORIA HYDROCARBON: Exclusivity Period Extended Until Dec. 15 --------------------------------------------------------------- Judge Jeffrey Norman of the U.S. Bankruptcy Court for the Southern District of Texas signed an agreed order extending Brazoria Hydrocarbon LLC's exclusivity period through Dec. 15. About Brazoria Hydrocarbon Brazoria Hydrocarbon, LLC is a private company in Hempstead, Texas, in the hydrocarbon gases business. Brazoria Hydrocarbon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-32170) on April 17, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Jeffrey P Norman. The Debtor is represented by The Law Office of Margaret M. McClure. No official committee of unsecured creditors has been appointed in the Debtor's case. BRETON MORGAN: Appalachian Buying 275-Acre Farmland for $570K ------------------------------------------------------------- Breton Lee Morgan asks the U.S. Bankruptcy Court for the Southern District of Western Virginia to authorize (i) the sale of 275 acres of unimproved real estate located at 15018 Kanawha Valley Road, Southside, Mason County, West Virginia to Appalachian Development Authority, Inc. for $570,000, free and clear of liens and encumbrances; with a three-year option to purchase an additional 21.35 acres for $2,500 per acre. The Debtor owns a residence on a 361-acre farm located at 15018 Kanawha Valley Road, Southside, Mason County, West Virginia. The Farm is encumbered by a first deed of Trust securing a loan from Peoples Bank in the amount of approximately $530,000 and a second position tax lien held by the West Virginia State Tax Department in the amount of approximately $4,000. The Farm was listed on the Debtor's bankruptcy schedules with a value of $3 million. On Oct. 18, 2018, the Court authorized the sale of the Farm to Mr. Lance Thornton and Dr. Susan Mullooly for the sum of $2.2 million. However, Mr. Thornton and Dr. Mullooly failed to close, alleging an inability to obtain financing. The Debtor continued to market the Farm for sale through local realtors and through the Mason County Development Authority. In May 2019, the Debtor received an offer from Kirk Higginbotham, through the Development Authority, to purchase the Farm for $940,000. The offer was rejected by the Debtor. Thereafter, the Debtor sought to market 275 acres of the Farm, excluding the residence and 66 acres. He received an offer from Michael Facemeyer in the amount of $1,250 per acre ($343,750). The offer was opposed by Peoples Bank. In September 2019, the Debtor received an offer from Appalachian Development Authority, Inc. to purchase 275 acres for the sum of $570,000, with a three-year option to purchase an additional 21.35 acres for $2,500 per acre. On Sept. 19, 2019, the Debtor entered into a Real Estate Purchase Agreement with the Buyer for the sum of $570,000, with a three-year option to purchase an additional 21.35 acres for $2,500 per acre. The Purchaser has no claim against or relationship with the Debtor and the Agreement was negotiated at arms'-length. The Debtor believes that the Purchase Price is fair and reasonable. He tested the market through local realtors as well as through the Mason County Development authority. The purchase price of $2,070 per acre is the highest and best legitimate offer for the Farm. The sale excludes the Debtor's home and 86 acres adjoining the home. The purchase price is payable in cash at Closing. The Purchaser has received preliminary financing approval from Ohio Valley Bank. The closing will occur, unless extended by mutual agreement by Nov. 19, 2019. The Seller will pay transfer tax (if applicable), deed preparation cost, and any other closing costs typically paid by a seller in accordance with the prevailing local practice. The Purchaser will pay for any survey, title exam, recording fees and ant other closing costs typically paid by a purchaser in accordance with the prevailing local practice. The real estate taxes will be prorated as of the date of closing. The Purchaser is responsible for payment of any commission charged by Realtor Angie Zimmerman. Under the contract, the Seller has granted the Purchaser an option to purchase an additional 21.35 acres for at the price of $2,500 per acre. The secured claims of Peoples Bank and the West Virginia State Tax Department will attach to the proceeds of sale and will be paid at closing. The Debtor will escrow funds remaining after payment of secured claims and closing costs. The escrowed funds will be disbursed only upon further Order of the Court. If the option is exercised by the Purchaser, proceeds from the sale will be disbursed only upon further Order of the Bankruptcy Court or through a confirmed Chapter 11 Plan. Finally, the Debtor asks the Court to approve the Sale of the Property pursuant to 11 U.S.C. Section 363(b), (f), (h), (m) and Fed. R. Bankr. P. 6004. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Breton_Morgan_102_Sales.pdf Counsel for the Debtor: Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Telephone: (304) 675-6249 Breton Lee Morgan sought Chapter 11 protection (Bankr. S.D. W.V. Case No. 18-30219) on May 15, 2018. The Debtor tapped Joe M. Supple, Esq.. CEDAR HAVEN: PCO Files First 60-Day Report for Lebanon Center ------------------------------------------------------------- Margaret Barajas, the State Long-Term Care Ombudsman, submitted her first 60-Day Patient Care Ombudsman Report for Cedar Haven Acquisition, LLC's Cedar Haven Healthcare Center. The Cedar Haven Healthcare Center offers skilled nursing care services in Lebanon, Lebanon County, Pennsylvania, under a regular license issued by the PA Department of Health. The population they serve is primarily geriatric. The home has a capacity of 324 beds, of which 286 beds are currently occupied. The current occupancy rates are consistent with facility census reports over the last year under the current administration. The local ombudsman records indicate that the census, based on the number of available beds, is lower than in other skilled nursing facilities in the area. Upon notice of my appointment as Patient Care Ombudsman and the bankruptcy process underway, the Lebanon County Office of the Ombudsman began weekly facility coverage visits averaging two hours per visit. These visits occurred on 8/27, 9/09, 9/19, 9/23, 9/26, 9/30, 10/11, 10/17, 10/20, and were completed by certified ombudsmen Weimer and Agee. PCO Observations: 1. This facility is approximately fifty years old and was operated by the county of Lebanon until 2014. It is a large,three-story structure with a lobby main entrance connecting all wings,consistent with other institutions constructed at that time. 2. The environment is more hospital than home-like. The lobby was unremarkable with a receptionist posted near the front door. 3. There was a strong odor of feces coming from the resident room hallway to the left of the lobby. Several residents in wheelchairs observed congregated in the lobby area. Throughout our walk through the facility, the temperature seemed appropriate in the hallways and common areas. 4. Throughout the resident areas we observed flyers posted on bulletin boards citing generous referral bonuses for staffing referrals. This supports, and contributes to, a general understanding that this facility needs additional staff. 5. Staffing/Operations Care staff on various hallways appear to be hurried. One nurse administering medications indicated that she enjoys working there because of the opportunity to work extra shifts,as much as she wants. During the preliminary meeting the administrator Steven Zablocki explained that all of families of residents, and the residents, as appropriate, were notified of the bankruptcy in August. Each week throughout this reporting period, local certified ombudsmen have completed facility visits. These visits average 2-3 hours each,with interaction with an average of 20 residents per visit. Therefore, based on clinical record review, it was determined that the facility failed to provide adequate supervision for one of six sampled residents who had falls. Corrective action plan was accepted and approved by the Department of Health on August 14,2019. The State Long-Term Care Ombudsman is confident that the facility will work closely with the local ombudsmen, when appropriate, to respond to resident concerns throughout the bankruptcy process. The PCO will continue to have the local ombudsman conduct weekly site visits and meet with residents to ensure their quality of care and life continue to be positive. The PCO can be reached at: Margaret Barajas Pennsylvania Department of Aging Office of the Long-Term Care Ombudsman 555 Walnut Street,5th Floor Harrisburg, PA 17101 Tel: (717) 783-8975 A full-text copy of PCO Report is available at https://tinyurl.com/y6zy2jlz PacerMonitor.com at no charge. About Cedar Haven Acquisition Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ -- is a licensed skilled nursing facility located in Lebanon, Pa., that offers professionally supervised nursing care and related medical and health services to persons whose needs are such that they can only be met in a nursing facility on an inpatient basis because of age, illness, disease, injury, convalescence or physical or mental infirmity. It was formed in 2014 through the sale of Cedar Haven Healthcare Center by the Lebanon County Commissioners to Cedar Haven. Cedar Haven Acquisition and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-11736) on Aug. 2, 2019. At the time of the filing, Cedar Haven Acquisition estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtors. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 20, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cedar Haven Acquisition, LLC and its affiliates. CHURNEYS' REAL ESTATE: First National Seeks to Bar Cash Access -------------------------------------------------------------- First National Bank of Pennsylvania requests the U.S. Bankruptcy Court for the Northern District of Ohio to prohibit Churneys' Real Estate, Ltd., from using any cash collateral, namely the rent proceeds from the Premises. First National Bank further asks the Court to require the Debtor to turnover all collected rents from the Premises since the petition date in the amount of $26,407, as well as all funds currently held in the DIP Account with Erie Bank to First National Bank. Pursuant to a Foreclosure Order, the Premises was sold in a public auction conducted by the Cuyahoga County Sheriff on Oct. 28, 2019. First National Bank was the successful bidder at the Sheriff's sale for the price of $626,667. Confirmation of the sale by the Cuyahoga County Court of Common Pleas is pending. According to its Monthly Operating Report for the period Sept. 1-30, 2019, the Debtor collected rents from the Premises in the amount of $10,419 for the month of September 2019 and had collected a cumulative amount of $26,407 since the petition date. According to a statement of the DIP Account at Erie Bank included in the Operating Report, said account held funds in the aggregate amount of $15,975 as of Oct. 7, 2019. First National Bank believes all funds held in the DIP Account are rents derived from the Premises About Churneys' Real Estate Churneys' Real Estate, Ltd., is a real estate lessor that owns four properties in Warrensville Heights, Ohio, with a current value of $1.5 million. It previously sought bankruptcy protection (Bankr. N.D. Ohio. Case No. 18-17270) on Dec. 7, 2018. Churneys' Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-13740) on June 15, 2019. At the time of the filing, Churneys' Real Estate disclosed $1,461,550 in assets and $1,940,000 in liabilities. The case is assigned to Judge Jessica E. Price Smith. Coffey Law, LLC, is the Debtor's counsel, and PVC Realty Inc. to assist in the sale of its real property. COLUMBUS DOWNTOWN DEVELOPMENT: S&P Lowers Bond Ratings to 'CC' -------------------------------------------------------------- S&P Global Ratings lowered its ratings on Columbus Downtown Development Authority, Ga.'s senior housing rental revenue bonds, issued for PF Ralston GA LLC's Ralston Tower projects, to 'CC' from 'CCC-'. The ratings remain on CreditWatch with negative implications, where they were placed on Aug. 23, 2019. "The downgrade reflects our view of the increased likelihood the issue will experience a payment default under the bond indenture without unforeseen positive developments by Dec. 1, 2019, the project's next interest payment date," said S&P Global Ratings credit analyst Raymond Kim. According to the U.S. Department of Housing and Urban Development (HUD), the project scored very poorly on its most recent inspection on Oct. 25, 2019, with a score of 30c out of 100, after previously scoring a 42c in July 2019. Both of the HUD inspection scores assigned to Ralston Towers in 2019 were failing scores. According to the a trustee disclosure dated Aug. 19, 2019, if the borrower fails to take the necessary corrective actions required within the cure period, and if the project fails a follow-up inspection, HUD could reduce, suspend, abate, or terminate its Housing Assistance Payments contract. Furthermore, if covenant defaults remain uncured, creating a default under the loan agreement, the trustee could exercise certain remedial rights and remedies, including bond acceleration and project foreclosure. In addition, any default under the loan agreement will constitute an event of default under the indenture, triggering the trustee's right to pursue remedies, such as declaring the bonds immediately due and payable should a majority of holders direct the trustee to do so. "The rating will remain on CreditWatch while the borrower attempts to cure loan-agreement covenant defaults before triggering a bond indenture default," Mr. Kim added. S&P will monitor events closely and make a further rating determination after the project's next scheduled interest payment date on Dec. 1, 2019. COOPER-STANDARD HOLDINGS: S&P Lowers ICR to 'B+'; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on Tier-1 auto supplier Cooper-Standard Holdings Inc. to 'B+' from 'BB-'. At the same time, S&P lowered its issue-level ratings on the company's senior secured term loan to 'BB' from 'BB+' with a '1' recovery rating (rounded estimate: 90%), and the rating on the company's unsecured notes to 'B-' from 'B' with a '6' recovery rating (rounded estimate: 0%). Deterioration in Cooper-Standard's credit metrics will be worse compared with S&P's prior expectations and hence reduce cushion ahead of the next industry downturn. The downgrade reflects S&P's view of Cooper-Standard's reduced ability to withstand an economic downturn compared to the rating agency's prior expectation. S&P now expects debt to EBITDA to remain over 4.0x over the next 12-24 months (almost one turn higher than the rating agency's prior forecast) with negative free operating cash flow (FOCF) to debt in 2019 with only a limited improvement in 2020. S&P expects Cooper-Standard's volumes to fare much worse than the overall market in 2019 and 2020 given its heavy customer concentration and exposure to specific launches (Ford Explorer) and lost production from the recent UAW strike at GM. As a midsize auto supplier, the rating agency believes the company will remain susceptible to incremental pricing pressure, which is endemic to the auto supply industry. Sub-par profitability, execution risks related to restructuring amidst a slowing macro environment (including rising odds of a recession in the U.S.) and the potential reliance on its revolver to fund cash outflows will weigh on credit quality the next 12 months. The negative outlook reflects at least a one-in-three chance for another downgrade if ongoing softness in global auto demand leads to credit metrics worsening beyond S&P's expectations so that debt leverage moves well above 5.0x and the FOCF-to-debt ratio stays below 5% over the next 12 months. "We could downgrade Cooper-Standard if EBITDA margins appear unlikely to recover above 9%, it cannot achieve its planned operational efficiencies, or global light-vehicle production declines significantly over the next 12-18 months. This would prevent the company from sustaining debt to EBITDA well below 5x and FOCF to debt approaching 5%," S&P said. "We could return the outlook to stable if Cooper-Standard is likely to sustain EBITDA margins well above 9% should end-market volumes stabilize for its higher-margin platforms or the company improves operating efficiencies at its manufacturing facilities," S&P said. In this scenario, despite its somewhat higher capex requirements, Cooper-Standard would need to maintain debt to EBITDA well below 5x and steady FOCF generation well over 5% on a sustained basis, according to the rating agency. COPELAND & LANE: Files Amended Corrected Budget ----------------------------------------------- Copeland & Lane Investments LLP filed with the U.S. Bankruptcy Court for the District of Connecticut an Amended Corrected Budget showing a total of $1,770 operating expenses for October 2019, as follows: Water 350 Electric 120 Lawncare 200 Exterminator 250 Supplies 50 Repairs - estimated 400 Insurance 400 About Copeland & Lane Investments Copeland & Lane Investments LLP operates two real estate properties for rent in Hartford, Connecticut. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 21628) in Hartford, Connecticut, on Sept. 20, 2019. In the petition signed by one of its partners, Michael Copeland, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. The LAW OFFICE OF ZAID HASSAN LLC is counsel to the Debtor. CUSTOMED INC: Santander, FirstBank Puerto to Vote vs. Plan ---------------------------------------------------------- Secured creditor Banco Santander Puerto Rico objects to the approval of Joint Disclosure Statement for the Joint Plan of Reorganization filed by Puerto Rico Hospital Supply, Inc. and Customed, Inc. According to Santander, The Debtors' proposed Disclosure Statement cannot be approved by the Court because it fails to comply with the requirement of adequate information under Section 1125 of the Bankruptcy Code and the proposed Plan is unconfirmable as it violates multiple provisions of Section 1129 of the Code. According to Santander, the Disclosure Statement contains insufficient and misleading information regarding Santander's collateral and the availability of such collateral as the principal means of funding the proposed Plan. The Disclosure Statement fails to disclose to creditors that the proceeds received by Debtors from any awards or judgments entered against Johnson & Johnson International, Inc. are part of Santander's collateral. Santander avers that the Debtors' principal and sole stockholder cannot be legally entitled to retain his equity interest in the Debtors while Santander is paid 62% of its claims and unsecured creditors stand to receive a mere 5% of their claims. As a result, the proposed plan runs afoul of the Absolute Priority Rule and makes it patently unconfirmable. Santander and FirstBank Puerto Rico will vote against the Debtors' proposed Plan. The Disclosure Statement, Santander claims, fails to explain the source of the $1,000,000 that Debtors’ shareholder will provide and should clarify whether these funds will come from the payments of more than $1 million that upon belief Mr. Santos received during the 90 days before the filing of the Bankruptcy Petition. There is no information supporting the financial capacity of Mr. Santos to provide the funds that are both required for the proposed DIP Financing and compliance with the payments to creditors as per the projections. According to Santander, the Plan fails to comply with the absolute priority rule under 11 U.S.C. Sec. 1129(b)(2)(B) inasmuch as general unsecured creditors will receive just a 5% distribution, whereas the Debtors' principal (e.g., equity) will retain their ownership in Debtors. Banco Santander is represented by: O'NEILL & BORGES, LLC Hermann D. Bauer Ubaldo M. Fernandez Martha L. Acevedo-Peñuela Gabriel A. Miranda 250 Munoz Rivera Avenue, Suite 800 San Juan, Puerto Rico 00918-1813 Tel: (787) 764-8181 Fax: (787) 753-8944 E-mail: hermann.bauer@oneillborges.com ubaldo.fernandez@oneillborges.com martha.acevedo@oneillborges.com gabriel.miranda@oneillborges.com About Puerto Rico Hospital Supply Puerto Rico Hospital Supply, Inc., distributes medical supplies in Puerto Rico. Customed Inc., founded in 1991, manufactures surgical appliances and supplies. Puerto Rico Hospital Supply, Inc., and Customed, Inc., filed voluntary Chapter 11 petitions (Bankr. D.P.R. Case Nos. 19-01022 and 19-01023) on Feb. 26, 2019. The petitions were signed by Felix B. Santos, president. At the time of the filing, Puerto Rico Hospital was estimated to have $50 million to $100 million in assets and $10 million to $100 million in liabilities while Customed Inc. was estimated to have $10 million to $50 million in both assets and liabilities. The cases are assigned to Judge Enrique S. Lamoutte Inclan. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, represents the Debtors. EAST END BUS: KTJ Bus to Offer $400,000 Capital Infusion -------------------------------------------------------- Debtors East End Bus Lines, Inc., Montauk Transit Service LLC, Montauk Student Transport LLC, Montauk Transit LLC, and East End Bus Service LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a plan of reorganization and disclosure statement. The Debtors have entered into an agreement with KTJ Bus Company, LLC, which has agreed to provide a capital infusion of $400,000 to the Debtors in exchange for 100% of the stock of the Reorganized Debtors. KTJ Bus Company, LLC, is owned by John Mensch's children. The Debtors have entered into Plan Support and Debtor-in-Possession Financing Agreement with Merchants Automotive Group, Inc., which will ensure that the Debtors will be able to replace school buses as they reach their required age termination where Merchants agreed to finance the Debtors' purchase of new or used buses on favorable lease terms. The Debtors believe that with the financial backing of Merchants and the ability to obtain new buses, that additional revenue would further improve the Debtors' profitability and their ability to meet their obligations under the Plan. Montauk Service Class 12 will consist of all Allowed Unsecured Claims, including claims arising from the rejection of executory contracts and unexpired leases. There are 13 claims asserted in the aggregate of $30,745,529.18 and will be paid in pro-rata share of the sum of $200,000. Montauk Service Class 13 consists of the holders of common stock of the Debtor. The stock will be canceled. The Reorganized Montauk Service will issue 100% of its stock to KTJ Bus Company LLC in exchange for the financial accommodations. A full-text copy of the disclosure statement dated October 24, 2019, is available at https://tinyurl.com/y2wxacp4 from PacerMonitor.com at no charge. About East End Bus Lines East End Bus Lines Inc. and its subsidiaries -- https://www.eastendbus.com/ -- offer bus transportation services for students. East End Bus Lines and Montauk Student Transport are dedicated to providing cost-effective solutions for transportation requirements for private schools, public schools, charter trips, and camping events. Founded in 2007, East End Bus Lines was later joined by Montauk Student Transport under the guidance of John Mensch. East End Bus Lines and its subsidiaries, namely, Montauk Student Transport LLC, and Montauk Transit Service LLC, filed voluntary Chapter 11 petitions (Bankr. E.D.N.Y. Lead Case No. 18-76176) on Sept. 13, 2018. In the petitions signed by John Mensch, president, East End Bus Lines and Montauk Student Transport were each estimated to have up to $50,000 in assets and $10 million to $50 million in liabilities while Montauk Transit Service was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors tapped Weinberg, Gross & Pergament LLP as their legal counsel, and Giambalvo, Stalzer & Company, CPA's, PC, as their accountant. The Debtors hired Littler Mendelson PC, as special counsel to represent them in labor relations matters. No official committee of unsecured creditors has been appointed. EDWARD DAWSON: Inland Buying Spokane Property for $100K ------------------------------------------------------- Edward A. Dawson and Marcia A. Meade ask the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale of the real property commonly known as 2522 E. 4th Avenue, Spokane, Washington, and legally described as Lot 5, Block 18, Union Park Addition, as per plat recorded in Volume "A" of plats, page 139, records of Spokane County; situate in the City of Spokane, County of Spokane, State of Washington, APN 35211.3605 ("4th Home"), to Inland Northwest Home Buyers, LLC for $100,000, cash, plus an amount equal to the excise tax which would normally be payable at closing. The Debtors further ask the Court for an Order approving the sale free and clear of liens and interests, including, but not limited to, the following: Liens, Judgments and Warrants identified as numbers 2 through 14 on Exhibit 1. They Debtors further ask the Court for an Order that Liens will attach to the proceeds of sale, subject to the reasonable costs of administration of te Chapter 11 estate and subject to the disbursement provisions following. The Debtors further ask the Court for an Order that at closing, the following disbursements will be made to the extent net sales proceeds are available: 1. The reasonable costs and expenses of sale and closing, including revenue stamps, closing and recording fees. No real estate commission will be paid. 2. General real estate taxes shown as number 1 on Exhibit 1, until paid in full; 3. To the Debtors' estate account the sum of $15,308, the amount of the avoidable lien of Gretchen M. Minch-Schroeder filed April 21, 2014 attached to the real estate. 4. To the extent valid, unavoidable, and non-duplicated, warrants listed as numbers 6, 7, 8, 9, 10, 11, 12 and 13 on Exhibit 1, until paid in full. Edward A. Dawson and Marcia A. Meade sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-01857) on June 29, 2018. The Debtors tapped Dan ORourke, Esq., at Southwell & ORourke, as counsel. ELAS LLC: Nov. 14, 2019 Disclosure Statement Hearing Set -------------------------------------------------------- Nov. 14, 2019, at 1:00 p.m. is fixed for the hearing to determine the adequacy of the First Amended Disclosure Statement describing the First Amended Chapter 11 Plan of Reorganization of debtor Elas, LLC, d/b/a Calnopoly, LLC, to be held in Courtroom 301 of the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, at 21041 Burbank Blvd., Woodland Hills, CA 91367. Any response or opposition to the Disclosure Statement must be filed no later than Nov. 7, 2019. The Debtor is represented by: Anthony O. Egbase, Esq. Shana Y. Stark, Esq. A.O.E LAW & ASSOCIATES | A Professional Law Corporation 350 South Figueroa Street, Suite 189 Los Angeles, California 90071 Tel: (213) 620-7070 Fax: (213) 620-1200 E-mail: info@aoelaw.com About Elas LLC Elas, LLC, owns 100% interest in two real estate properties located in Los Angeles, California having a total current value of $1.98 million. Elas, LLC, doing business as Calnopoly, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12494) on Oct. 8, 2018. The petition was signed by Latrice Allen, managing member. At the time of filing, the Debtor had $1,986,300 in total assets and $1,026,878 in estimated liabilities. The case is assigned to Judge Victoria S. Kaufman. The Debtor is represented by Anthony Obehi Egbase, Esq. of A.O.E Law & Associates, APC. ELGOT SALES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Elgot Sales Corporation 19-13589 1296 Third Ave New York, NY 10021 Elgot Kitchen and Sales LLC 19-13590 1296 Third Ave. New York, NY 10021 Business Description: Elgot specializes in the design and installation of kitchens and bathrooms, sales and installation of major kitchen appliances and air conditioning systems. Chapter 11 Petition Date: November 8, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtors' Counsel: Jeremy S. Sussman, Esq. THE LAW OFFICES OF JEREMY S. SUSSMAN 225 Broadway, Suite 3800 New York, NY 10007 Tel: 646-322-8373 E-mail: sussman@sussman-legal.com Elgot Sales Corporation's Total Assets: $185,007 Elgot Sales Corporation's Total Liabilities: $1,009,615 Elgot Kitchen and Sales Estimated Assets: $100,000 to $500,000 Elgot Kitchen and Sales Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Ellen Elias, co-president of Elgot Sales, and managing member of Elgot Kitchen. A full-text copy of Elgot Sales' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-13589.pdf A copy of Elgot Kitchen's petition is available for free at: http://bankrupt.com/misc/nysb19-13590.pdf EMERGE ENERGY: Seeks Plan OK Despite Unsecureds' Rejection ---------------------------------------------------------- Emerge Energy Services LP and its Affiliate Debtors submitted a memorandum of law in support of confirmation of their First Amended Joint Plan of Reorganization for the Debtors Under Chapter 11 of the Bankruptcy Code. The Plan is overwhelmingly supported by Holders of Class 5 Prepetition Note Claims. Holders of Class 6 General Unsecured Claims voted to reject the Plan. Notwithstanding this rejection, the Debtors believe the Plan may nevertheless be confirmed because the Plan satisfies Section 1129(b) of the Bankruptcy Code with respect to such rejecting Class 6 Claims. The Prepetition Noteholders hold allowed claims of approximately $217 million and are significantly under-secured as described in the Disclosure Statement. After paying in full, the DIP Credit Agreement Claims and the Prepetition Credit Agreement Claims in net value remains to satisfy the Prepetition Notes Claims of approximately $217 million, leaving a substantial unsecured deficiency claim of between $97.6 million and $134.5 million. This means the recovery to the Prepetition Noteholders ranges from 38%-55%. With respect to assets that may not be subject to the prepetition liens of the Prepetition Noteholders, the Debtors will establish at the Confirmation Hearing that such assets still have no value to Class 6 general unsecured creditors because they are subject to, among other things, approximately $30 million of adequate protection liens and claims of the Prepetition Noteholders pursuant to the Final DIP Order. HPS and the other Prepetition Noteholders have provided valuable consideration in exchange for the Debtor Releases by, among other things, providing up to $35 million of DIP loan financing, committing to provide the $100 million exit loan facility, permitting the use of their cash collateral, and converting their Prepetition Note Claims into equity. The Debtors submit that the Plan fully satisfies all applicable requirements of the Bankruptcy Code and respectfully requests that the Bankruptcy Court enter an order confirming the Plan and granting such other and further relief as is just and proper. A full-text copy of the Debtors' Memorandum of Law is available at https://tinyurl.com/yxe4lmpv from PacerMonitor.com at no charge. About Emerge Energy Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged in the mining, processing and distributing silica sand, a key input for the hydraulic fracturing of oil and gas wells. The Debtors conduct their mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand primarily for use in the oil and gas industry, the Debtors also, to a lesser degree, sell their sand for use in building products and foundry operations. Emerge Energy was formed in 2012 by management and affiliates of Insight Equity Management Company LLC and its affiliated investment funds. Emerge Energy Services and its affiliates protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563) on July 15, 2019. As of Sept. 30, 2018, the Debtors had total assets of $329,385,000 and total liabilities of $266,077,000. The Debtors tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also hired Ankura Consulting Group LLC to provide interim management services. FAIRGROUNDS PROPERTIES: Zitting Buying Lot 33 for $94K ------------------------------------------------------ Fairgrounds Properties, Inc., asks the U.S. Bankruptcy Court for the District of Utah to authorize the private sale of real property located in Hurricane, Utah, known as Lot 33, Fairgrounds Industrial Park, according to the Official Pat thereof, on file in the Office of the Recorder of Washington County, State of Utah, to Darryl Zitting and/or assigns for $94,000, subject to higher and better offers. In 2007, the Debtor purchased 86 acres of real property located in Hurricane, Utah. The Debtor developed the Property into industrial lots and then sold them for further construction and development by purchasers. Though various sales over the years, as of the petition date, the Debtor is left with approximately 31 acres, which had been divided up into 19 lots. The Debtor has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water and sewer. Relevant to the Motion is the Lot 33. Prepetition liens existing against the Lot 33, include but are not limited to: (i) unpaid property taxes; (ii) Deed of Trust in favor of Town & Country Bank, recorded Dec. 17, 2008, as entry number 20080048001; and (iii) Deed of Trust in favor of Dakota Aggregate LLC, recorded Feb. 24, 2014, as entry number 20140005359. Linx Commercial Real Estate has marketed the Property, including Lot 33, for private sale pursuant to a listing agreement dated May 11, 2018. Subject to Court approval, on Oct. 14, 2019, the Buyer presented a Real Estate Purchase Contract for Land for the purchase of Lot 33 for a purchase price of $94,000. On Oct. 15, 2019, the Debtor accepted the Agreement. While the Sale Agreement must be reviewed to obtain full disclosure of all its material terms, the following summary of the terms most relevant to the Motion: a. The purchase price if $94,000. b. The Buyer has made an earnest money deposit in the amount of $10,000. c. The sale of Lot 33 is conditioned on the Court's entry of an Order approving the Sale. d. The Settlement and close of the transaction will occur once the Order is entered. e. The Debtor requests that the Court waive the 14-day appeal period. f. The sale of the Property is "as is" with no representation or warranties by the Debtor, except that the Debtor has authority to enter into the Sale Agreement and sell the Property with Court approval and will seek approval of the sale free and clear of liens and interests. g. Authorize a break-up fee in favor of the Buyer of $5,000. The proposed sale of Lot 33 is a private sale, and it is anticipated that it will close in accordance with the terms of the Sale Agreement. However, the sale of Lot 33 is subject to higher and/or better offers. The Debtor will consider all written offers for the purchase of Lot 33 made prior to the expiration of the deadline set forth in the Notice of Hearing filed concurrently with the Motion. Whether an offer is a higher and/or better offer will be determined by the Debtor is its sole discretion. Upon closing of the sale, whether to the Buyer or to a person who has submitted a higher and/or better offer, the Debtor will file a Notice of Sale with the Court that provides information typically required under Federal Rule of Bankruptcy Procedure 6004(f). In the event that a higher and/or better offer is received and accepted for the sale of Lot 33, approval of the sale to the Buyer herein will be deemed to be approval of the sale to the person submitting the higher and/or better offer, with the Notice of Sale providing an itemization of amounts obtained by the Debtor, as well as the Break-Up Fee to the Buyer. Following close of the sale of Lot 33, the Debtor anticipates paying from the gross proceeds of the sale the costs of sale, which will include a 6% commission as set forth in the Listing Agreement. The Debtor asks permission to (i) pay all unpaid property taxes from the sale proceeds as they are secured by Lot 33 pursuant to Utah law; (ii) all outstanding fees owed to the United States Trustee's Office; (iii) withhol $5,000 to be paid to the Debtor's Attorney for court approved fees and expenses; and (iv) PIB the remainder of the funds after paying costs and taxes. Fairgrounds Industrial Park, LLC has agreed to voluntarily release this deed against Lot 33, and it will remain of record against the rest of the Property with the same rights and priority, if any, as it had on the Petition Date. Dakota Aggregate, LLC has agreed to voluntarily release this deed against Lot 33, in accordance with the Settlement Agreement entered into between the Debtor and Dakota Aggregate and it will remain of record against the rest of the Property with the same rights and priority, if any, as it had on the Petition Date. Should the debt of Town and Country be paid in full through the sale, all excess proceeds will be split evenly between the Debtor and Dakota Aggregate. Finally, the Debtor asks the Court to waive the 14-day appeal period. A copy of the Sale Agreement is available for free at: http://bankrupt.com/misc/Fairgrounds_Properties_192_Sales.pdf About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FIREBALL REALTY: Exclusivity Period Extended to Dec. 28 ------------------------------------------------------- Judge Michael Fagone extended the period during which only Fireball Realty LLC can file a Chapter 11 reorganization plan to Dec. 28, and the period during which the company can solicit acceptances for the plan to Feb. 28, 2020. The bankruptcy judge also set a Dec. 28 deadline for the company to file a plan and disclosure statement. About Fireball Realty Fireball Realty LLC, a real estate agency in Manchester, New Hampshire, sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10922) on June 28, 2019. In the petition signed by Charles R. Sargent, Jr., member, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The Debtor tapped William S. Gannon, Esq., at William S. Gannon PLLC, as counsel. FIRST FLORIDA: UST Seeks Extension for Filing of PCO Report ----------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, with the consent of the Debtor and Carol Carr, the Patient Care Ombudsman in the case of debtor First Florida Living Options, LLC, filed a motion seeking an extension of the PCO's Deadline to file a her written report. On October 25, 2019, the UST appointed Carol Carr as the Patient Care Ombudsman in this case requires that no later than 60 days after appointment and not less frequently than at 60-day intervals thereafter. Pursuant to Bankruptcy Code, the patient care ombudsman shall report to the court regarding the quality of patient care provided to patients of the debtor and required to provide notice that a report will be made to the court 14 days in advance of making the report. In this case, an additional time is needed by the Patient Care Ombudsman to prepare the required notice to parties and to complete the written report. In the event urgent matters arise that warrant the Court's immediate attention, the Patient Care Ombudsman, would file a motion with the Court or file a written report, with notice to parties in interest immediately upon making such a determination. The Debtor has agreed to assist the Patient Care Ombudsman, as requested, by providing timely service of necessary notices on patients, or on any personal or legal representative of the patients, and on the Federal Rule of Bankruptcy Procedure. The next scheduled hearing date for matters in this case is Dec. 16, 2019 at 10:00 a.m. To the extent the Court's schedule allows it, the UST requests a hearing on the Patient Care Ombudsman's Report on Dec. 16, 2019 at 10:00 a.m. The Debtor and the Patient Care Ombudsman both consent to an extension. The PCO can be reached at: Carol Carr Acting State Long-Term Care Ombudsman Florida Department of Elder Affairs Long Term Care Ombudsman Program 4040 Esplanade Way, Suite 380 Tallahassee FL 32399 A full-text copy of the Motion is available at https://tinyurl.com/y5f9s2ec from PacerMonitor.com at no charge. About First Florida Living Options First Florida Living Options LLC, d/b/a Hawthorne Health and Rehab of Ocala, d/b/a Hawthorne Village of Ocala, d/b/a Hawthorne Inn of Ocala, formerly known as Surrey Place of Ocala, based in Ocala, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president of Florida Living Options, Inc., MGMR. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel. FRANK INVESTMENTS: Davidoff Buying Cape May Property for $4.7M -------------------------------------------------------------- Frank Investments, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of a real property located in Cape May, New Jersey, known and designated as Lot 6 in Block 1062 as shown on the Tax Map of the Cape May City and commonly known as 711 Beech Avenue, Cape May, New Jersey, to Dov Davidoff for $4.7 million, subject to overbid. The Debtor owns and operates the Property. The Property is encumbered by a lien in favor of The Bancorp Bank. Bancorp has filed a secured proof of claim for approximately $17,277,141, which references the Property as part of its collateral. The Debtor asks authority to sell the Property following a competitive auction free and clear of all liens, with any liens on the Property attaching to the proceeds of the Sale. The net sale proceeds (i.e. the gross purchase price less broker's commissions and expenses, any breakup fee, typical closing adjustments, including property taxes related to the Property and any agreed-upon carveout for unsecured creditors) will be paid at closing to Bancorp until its lien has been satisfied. The Debtor seeks the following proposed deadlines in order to effectuate an expedited auction: a. Deadline to conduct due diligence - 2:00 p.m. on Nov. 5, 2019; b. Deadline to submit Qualifying Bid Packet - 2:00 p.m. on Nov. 6, 2019; c. Deadline to tender deposit of $250,000 - 2:00 p.m. on Nov. 6, 2019; d. Deadline to approve Qualified Bidders - 6:00 p.m. on Nov. 8, 2019; e. Proposed date for auction of Debtor's assets - Nov. 12, 2019; f. Proposed date for hearing to approve Sale - Nov. 15, 2019; and g. Proposed closing on Sale - Nov. 20, 2019. In connection therewith, the Debtor has filed an application to employ Fred Meyer and Mertz Corp., doing business as NAI Mertz, to assist in locating a stalking horse and competing bidders for the Sale. As set forth in the application, the Broker will receive a fee of 4% of the gross sale price of the Property plus promotional and advertising expenses not to exceed $12,000, to be paid from the proceeds of the sale. Subject to the Court's approval, the Stalking Horse has agreed to be the stalking horse bidder of the Property pursuant to Stalking Horse Real Estate Agreement of Sale. Through the Motion, the Debtor asks to amend Section 2 of the Stalking Horse Agreement. Specifically, Section 2 provides for the counsel for the Debtor to place the deposit of the Stalking Horse into an interest-bearing account, and for interest in the deposit to be paid to certain parties in varying circumstances. However, the escrow account of the counsel for the Debtor is part of Florida's Interest on Trust Accounts (IOLTA) program. As such, the Debtor asks to amend Section 2 to remove any requirement to place the deposit into an interest-bearing account, and to remove the right of either party to the Stalking Horse Agreement to interest on the deposit. After arm's length negotiations, the Stalking Horse has agreed to purchase the Property for $4.7 million, subject to higher and better offers and the Court's approval, as set forth in the Stalking Horse Agreement. In order to induce the Stalking Horse to spend the time, energy, and resources necessary to enter into the Purchase Agreement as an offer that the Debtor can use as a minimum or "stalking horse" bid at the Auction, the Debtor asks authority to pay the Stalking Horse a Break-Up Fee in the amount of $25,000 in the event that the Stalking Horse is not the successful bidder at that auction. In the interest of disclosure, the Debtor has received an executed purchase agreement and deposit from a third-party entity, Stone Harbor Mall, LLC. The purchase offer of Stone Harbor exceeds that of the Stalking Horse. However, Stone Harbor is not yet a Qualified Bidder. Even if Stone Harbor was a Qualified Bidder, the Stalking Horse bid could conceivably be the Back-Up Bid at the auction of the Property. Therefore, the Debtor wishes to approve the Stalking Horse and Stalking Horse Bid through the Motion, in addition to the other relief requested. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 6, 2019 at 2:00 p.m. b. Initial Bid: $4.75 million, cash at closing c. Deposit: $250,000 d. Auction: The Debtor proposes conduct an auction that will take place at the ICONA Hotel – Cape May, which is located at 1101 Beach Avenue, Cape May, NJ 08206 (609-898-8100), at 12:30 p.m. on Nov. 12, 2019 or as otherwise determined by the Court. e. Bid Increments: $50,000 f. Sale Hearing: Nov. 15, 2019 g. Closing: Nov. 20, 2019. Due diligence should be coordinated through the Debtor's Counsel or the Broker. The deadline for completing due diligence is 2:00 p.m. on Nov. 5, 2019. The Debtor is the lessor under various leases in the Property as follows: (i) Carlos Pizza Adbelsalam Corp., Mohamed Kamal Abdelsalam, and Lisa Andelsal - Store known as Louie's Pizza; (ii) Wendy Barth - Store known as Unanchored Cape May Popcorn; (iii) Pudgy Pelican - Store known as Zoe's Restaurant; (iv) Joseph Chew - Store known as Aloha Smoothie; (v) Avalon Coffee; (vi) LiLi's Health Spa; (vii) Madison Bakery and Food Service; (viii) Quincey's Original, LLC; (ix) Sugar N' Ice, LLC - Store known as Rita's Water Ice; and (x) Wendy Barth - Store known as Separately Swimwear. The CRO of the Debtor is in the process of determining which of the Leases are unexpired and otherwise capable of assumption and assignment under Section 365 of the Code, and which if the Leases, if any, are expired with an expectation of renewal on a seasonal basis, or are otherwise not assignable. To the extent the Leases are assignable, the Debtor respectfully requests authority to assume and assign them under Section 365. The filing of the Motion is without prejudice to the Debtor editing the list of Leases referenced supra, as Qualified Bidders may request. Pursuant to the request of the Debtor, Bancorp and Stalking Horse, the Motion asks a finding that the Sale is fully exempt from the payment of any realty transfer taxes pursuant to N.J.S.A.46:15-10(g) and Section 1146(a) of the Bankruptcy Code, including any fee imposed upon Grantees of a Deed for transfer of real property for consideration in excess of $1 million pursuant to N.J.S.A. 46:15-7.2. Service of the Motion is being provided to the Clerk of Cape May County, New Jersey, which is the location of the Property, and the New Jersey Division of Taxation. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Frank_Investments_420_Sales.pdf About Frank Investments Frank Investments Inc., Frank Theatres Management LLC and Frank Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, N.J. Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. At the time of the filing, Frank Investments and Frank Entertainment had estimated assets of between $10 million and $50 million and liabilities of the same range. Frank Theaters had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. FRED'S INC: Selling De Minimis Pharmacy Assets & Real Properties ---------------------------------------------------------------- Fred's Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their sale of de minimis pharmacy assets and non-residential real property. On Sept. 11, 2019, the Court entered an order granting approval of procedures for (i) the sale of the Assets, free and clear of all liens, claims, interests. Pursuant to the terms of the Order, unless a written objection is filed with the Court and served in the manner provided for in the Order by Oct. 15, 2019, the Assets listed on Appendix A, will be sold free and clear of all liens, claims, encumbrances, or interests pursuant to, among other provisions, section 363 of title 11 of the United States Code, in accordance with the Order. If an Objection is timely filed and served in accordance with the Order, the Debtors and the objecting party will use good faith efforts to resolve the Objection. If the Debtors and the objecting party are unable to consensually resolve the Objection, the Debtors will not proceed with the sale of Assets that are the subject of the Objection pursuant to the Procedures, but may ask Court approval of the proposed transaction. About Fred's Inc. Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/ -- has been an integral part of the communities it serves throughout the southeastern United States. Fred's mission is to make it easy AND exciting to save money. Its unique discount value store format offers customers a full range of value-priced everyday items, along with terrific deals on closeout merchandise throughout the store. Fred's, Inc., and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in Delaware. In the petitions signed by Joseph M. Anto, CEO, the Debtors disclosed $474,774,000 in assets and $380,167,000 in liabilities as of May 4, 2019. The Hon. Christopher S. Sontchi oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel; Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy Solutions LLC as claims and noticing agent; and Berkeley Research Group, LLC, as financial advisor. FRESH ALTERNATIVES: Exclusivity Period Extended to Dec. 2 --------------------------------------------------------- Judge Michael Williamson of the U.S. Bankruptcy Court for the Middle District of Florida extended the period during which only Fresh Alternatives LLC can file a Chapter 11 plan to Dec. 2, and the period during which the company can solicit acceptances for the plan to Jan. 31, 2020. The bankruptcy judge also set a Dec. 2 deadline for the company to file a plan and disclosure statement. About Fresh Alternatives Fresh Alternatives -- https://www.crispers.com/ -- operates a restaurant and provides catering services for various events. It conducts business under the name Crispers LLC. Fresh Alternatives filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05842) on June 20, 2019. In the petition signed by Phil Birkhold, chief operating officer, the Debtor disclosed $378,766 in total assets and $5,349,790 in total liabilities. Bradley S. Shraiberg, Esq., at Shraiberg, Landau & Page, P.A., is the Debtor's counsel. The U.S. Trustee did not appoint an official committee of unsecured creditors in the Chapter 11 case. GARBER BROS: May Continue Using Cash Collateral Until January 2020 ------------------------------------------------------------------ The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts for the District of Massachusetts has approved Garber Bros., Inc.'s use of cash collateral on an interim basis through Jan. 31, 2020 in accordance with the Court's prior orders regarding cash collateral and the budget and under the terms and conditions of the Cash Collateral Stipulation. The Debtor has sought authority to use funds and assets constituting the cash collateral subject to the security interest claimed by Citizens Bank, N.A., Zurich American Insurance Company, and Massachusetts Department of Revenue as well as funds received and other cash collateral that are subject to replacement liens granted by the Order. The Debtor will file a budget for further use of cash collateral on or before Jan. 17, 2020. All objections to the Debtor's further use of cash collateral will be filed not later than Jan. 23, and a further cash collateral hearing will be held on Jan. 28, 2020 at 10:15 a.m. A copy of Order is available for free at https://tinyurl.com/yy539nxc from Pacermonitor.com About Garber Bros. Garber Bros., Inc., is a greater Boston convenience store distributor. It abruptly closed its doors on April 10, 2017, and ceased operations. Alleged creditors signed an involuntary Chapter 7 petition for Garber Bros. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017. The petitioning creditors are BIC USA, Conagra Brands, Inc., General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA, The Coca-Cola Company, and The Hershey Company. The petitioning creditors are represented by Janet E. Bostwick, at Janet E. Bostwick, PC. On June 7, 2017, the Court granted the Debtor's motion to convert the case to Chapter 11. Murphy & King, PC, is the Debtor's counsel, and Argus Management Corporation serves as the Debtor's financial advisor. The Debtors hired Blish & Cavanagh, LLP, as special litigation counsel. On June 28, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Blakeley LLP. HAMLETT ENTERPRISES: Seeks Approval of Cash Collateral Stipulation ------------------------------------------------------------------ Hamlett Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Idaho of its Stipulation with JAZ-1 Investment, LLC allowing the continued use of cash collateral from Nov. 1, 2019 to April 30, 2020. Pursuant to its previous order, the Court allows the Debtor to use cash collateral through Oct. 31, 2019. However, the hearing on the Debtor's First Amended Disclosure Statement is set for Nov. 13. It is anticipated at that time that the First Amended Disclosure Statement will be approved and that the confirmation hearing will likely be scheduled for January 2020, as the Court's calendar may allow. In the event that the Disclosure Statement is not approved and the hearing is continued further, the Stipulation allows the use of cash collateral through April 30, 2020, without further submission of another cash collateral stipulation or motion. The Debtor and JAZ-1 stipulate that: (a) the monthly payments of $3,250 to JAZ-1 will be made and postmarked by no later than the 1st day of the month in which the payments scheduled to be made are due; and (b) the Debtor be allowed the continued use of cash collateral up to the amounts outlined in the budget through April 30, 2020 or plan confirmation, whichever first occurs. A copy of Motion is available for free at https://tinyurl.com/yyc35ewz from Pacermonitor.com About Hamlett Enterprises Based in Salmon, Idaho, Hamlett Enterprises, Inc., filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-41169) on Dec. 14, 2018. In the petition signed by Barbara Hamlett-Soper, president, the Debtor was estimated to have under $1 million in both assets and liabilities. Maynes Taggart PLLC, led by Robert J. Maynes, is the Debtor's counsel. HENRY ANESTHESIA: Seeks to Extend Exclusivity Period to May 4 ------------------------------------------------------------- Henry Anesthesia Associates LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend the exclusive period to file a Chapter 11 plan of reorganization to May 4, 2020, and the period to solicit acceptances for the plan to June 29, 2020. The company requires additional time to see how cash flow improves after it changed its billing service provider from Management Services Network, LLC to MEDAC, Inc. The company anticipates increased cash flow based on such change. Although it is generating healthy revenues, Henry Anesthesia faces cash flow issues due to slow collections resulting in unpaid obligations, according to court filings. About Henry Anesthesia Associates Henry Anesthesia Associates LLC is a medical practice in Stockbridge, Georgia specializing in anesthesiology. Henry Anesthesia filed a Chapter 11 petition (Bankr. N.D. Ga. CaseNo. 19-64159) on Sept. 6, 2019. In the petition signed by Keith R. Carringer, M.D., manager, the Debtor was estimated to have assets of at least $50,000, and liabilities between $1 million and $10 million. Jones & Walden, LLC, represents the Debtor. HUNTSINGER VENTURES: Hansons Buying Seguin Property for $345K ------------------------------------------------------------- Huntsinger Ventures, LLC, asks the Bankruptcy Court for the Western District of Texas to authorize the sale of the real property and improvements described as 64.186 acres on Hwy. 90A, Seguin, Texas to Tommy L. Hanson and Melanie C. Hanson for $345,000. The Purchasers are friends of the Debtor's owners Wayne and Beatrice Huntsinger. The parties have executed their Farm and Ranch Contract. The sale is scheduled to close by Oct. 31, 2019. The Debtor owes a mortgage to Wendel Denman Thuss in the approximate amount of $340,000, which debt will be paid in full at the closing. In addition to the sales price in the amount of $345,000, the Purchasers agree to market and sell the real property. Upon selling the real property, the Purchasers are entitled to the cash amount of$50,000, plus an amount to pay any federal taxes related to the sale; all excess proceeds are to be paid to the Debtor. The Debtor believes that the proposed sales price approximates the real property's market value in the context of such a sale, and is a reasonable value based upon the asset proposed to be sold and its marketability. The property was posted for a non-judicial foreclosure on Oct. 1, 2019, which prompted the bankruptcy filing. The Debtor has no way of paying the mortgage to Wendel Denman Thuss and has been working to sell the property and pay the outstanding mortgage. The Purchasers have agreed to sell the real property and split the proceeds with the Debtor as set forth, which is a fair allocation to both parties. The Debtor has no other alternatives. The real property is subject to a mortgage lien to Wendel Denman Thuss the approximate amount of $339,000 as of the sale closing. The debt to Wendel Denman Thuss is evidenced by a Promissory Note dated March 23, 2016 in the original principal amount of $430,000. The Debtor is requesting permission to pay all reasonable closing costs; there are no real estate commissions on the sale. It is asking that the sale be free and clear of all liens, claims and encumbrances. The lien of Wendel Denman Thuss and the local ad valorem taxing authorities (Guadalupe County - approximately $1,100 pro-rata for 2019) will automatically attach to the net sales proceeds based upon their pro-petition priority, and paid through closing. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Huntsinger_Ventures_9_Sales.pdf About Huntsinger Ventures Huntsinger Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-52338) on Sept. 30, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. The case is assigned to Judge Ronald B. King. Langley & Banack, Inc., is the Debtor's legal counsel. HVI CAT CANYON: McConnell Accepts Appointment as Trustee -------------------------------------------------------- Michael McConnell has accepted his appointment as Chapter 11 Trustee in HVI CAT Canyon, Inc.'s bankruptcy case. He has filed a bond in the amount of $250,000 from Liberty Mutual Insurance Company. The Chapter 11 Trustee can be reached at: Michael McConnell 201 Main Street, Suite 2500 FortWorth, Texas 76102 Telephone: (817)878-3569 Facsimile: (817)878-97695 E-mail: Michael.McConnell@kellyhart.com A full-text copy of the filing is available at https://tinyurl.com/y56cfdgz PacerMonitor.com at no charge. About HVI Cat Canyon Inc. HVI Cat Canyon, Inc., is a privately held oil and gas extraction company based in New York. HVI Cat Canyon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12417) on July 25, 2019. In the petition signed by Alex G. Dimitrijevic, president and COO, the Debtor was estimated to have assets of between $100 million and $500 million and liabilities of the same range. Weltman & Moskowitz, LLP, serves as attorneys to the Debtor. INSYS THERAPEUTICS: Exclusivity Period Extended to Jan. 6 --------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware extended to Jan. 6 the period during which only Insys Therapeutics, Inc. and its affiliates can file a Chapter 11 plan. The companies can solicit acceptances for the plan until Jan. 27. About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. J. ASHTON DEVELOPMENT: Seeks Authority to Use Cash Collateral ------------------------------------------------------------- J. Ashton Development LLC seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral to pay certain ongoing expenses in accordance with the Budget. The Debtor asserts that cash collateral will be used solely to keep the Property maintained and the Leases current, and thus reduce the chance of any possible diminution in value of the Property. The Debtor is obligated to the City of Brockton in the approximate amount of $95,000 ($65,000 for unpaid real estate taxes and $30,000 for unpaid water bills). As a municipality, Brockton holds a senior lien on the Property. The Debtor's primary obligation to its senior lender, Rockland Trust Company, is in the total asserted amount of approximately $584,572, of which $390,275 is secured by a first priority mortgage on the Property, and $194,297 is secured by a second priority mortgage on the Property. The obligation to Rockland is further secured by Assignments of Leases and Rents. In addition, the Debtor is the guarantor of certain obligations owed by affiliates of the Debtor to Rockland, in the total asserted amount of approximately $930,820. This obligation is secured by mortgages on real property owned by such affiliates and is cross-collateralized by the Rockland Mortgages. The Debtor is also obligated to Neal Cohen, a relative of the Debtor's members, in the principal amount of $50,000. The obligation is secured by a third priority mortgage on the Property. Neal Cohen does not have an assignment of rents. The Debtor also proposes to grant to Rockland the following as additional adequate protection: (a) The Debtor will grant to Rockland a continuing replacement lien and security interest in post-petition accounts receivable generated from the building leases to the same validity, extent and priority that it would have had in the absence of the bankruptcy filing; (b) The Debtor will remain within its Budget, within an overall margin of 10%; and (c) The Debtor will make monthly adequate protection payments to Rockland in the amount of $5,918.20, which amount represents the regular monthly mortgage payments on the first Rockland Mortgage ($3,958.54) and second Rockland Mortgage ($1,959.66). A copy of the Motion is available for free at https://tinyurl.com/y2xxoxxr from PacerMonitor.com About J. Ashton Development J. Ashton Development LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a property located at 776 Belmont Street, Brockton, MA, valued by the Company at $1 million. J. Ashton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13529) on Oct. 17, 2019. In the petition signed by Richard R. Cohen, manager, the Debtor disclosed $1,231,777 in assets and $1,669,572 in liabilities. The Hon. Melvin S. Hoffman is the case judge. The Debtor tapped David B. Madoff, Esq. at Madoff & Khoury LLP to serve as its counsel. JM GRAIN: Nov. 26, 2019 Disclosure Statement Hearing Set -------------------------------------------------------- Debtor JM Grain, Inc., on Oct. 23, 2019, filed its disclosure statement pursuant to Bankruptcy Rule 3016(b). A hearing will be held on the approval of Debtor's Disclosure Statement on Nov. 26, 2019, at 2:00 p.m. in Quentin N. Burdick U.S. Courthouse, Courtroom #3, 2nd Floor, 655 First Avenue North, Fargo, North Dakota. Objections to Debtor's Disclosure Statement, if any, shall be filed in the Clerk's Office, United States Bankruptcy Court no later than Nov. 22, 2019, with a copy served on the attorney for the debtor, the trustee, and all other interested parties. About JM Grain JM Grain Inc. buys and sells pulse crops. JM Grain sources its pulses from over 700 independent farmer-producers growing crops in the fertile fields of Montana and North Dakota. On the web:https://www.jmgrain.com/ JM Grain, Inc., based in Garrison, ND, filed a Chapter 11 petition (Bankr. D.N.D. Case No. 19-30359) on June 25, 2019. In the petition signed by Justin E. Flaten, president, the Debtor estimated up to $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Shon Hastings oversees the case. Caren Stanley, partner of Vogel Law Firm, serves as bankruptcy counsel to the Debtor. KOSTAS ROUSTAS: Martins Buying Waukesha Property for $288K ---------------------------------------------------------- Kostas Roustas and Stella Roustas ask the U.S. Bankruptcy Court for the District of New Jersey to authorize their proposed sale of the real property and personal property located at 2541 Emslie Drive, Waukesha, Wisconsin, their homestead, more particularly described within the Purchase and Sale Agreement, to James and Stephanie Martin for $287,500. The Debtors own the Property. It consists of a 2,400 square foot, three-bedroom, home located in a residential neighborhood. The real estate is subject to several mortgages and a judgment lien. The Debtors have several loans with Tri-City National Bank that are secured by the Property. On Jan. 20, 2004, Tri-City recorded a mortgage on the Property to secure a loan in the amount of $15,000. The Debtors believe this loan has been satisfied. On June 26, 2009, Tri-City recorded another mortgage on the Property to secure a loan in the amount of $50,000. This mortgage was also secured by the Debtors' property in West Allis, WI. On March 3, 2010, Tri-City recorded a mortgage on the Property to secure a loan in the amount of $50,00. This loan was originally a line-of-credit that was later converted into a note. On May 21, 2010, Tri-City recorded another mortgage in the amount of $160,966. As of Oct. 18, 2019, the balance remaining on the Tri-City Mortgages was $161,363 for money loaned. Byline Bank filed a proof of claim in the amount of $1,419,867 secured in part by a mortgage against the Property recorded Oct. 22, 2012. The Byline Claim is for a guaranty by the Debtors for a loan to their business in the amount of $1.6 million. As of Oct. 21, 2019, the balance remaining on Byline Bank's claims was $1,4321,751. John Tourloukis filed a proof claim in the amount of $339,955 for a judgment entered June 20, 2013, in Waukesha County Circuit Court, Case No. 2013CV550, John Tourloukis vs. Kostas Tourloukis et al. Pursuant to Wis. Section 806.15, the Judgment Claim attached to all of the Debtors' real property located in Waukesha County including the Property. The Judgment Claim appears to be behind both the Tri-City Mortgage and Byline Claim in priority. Subject to Court approval, the Debtor will sell the Property for a purchase price of $287,500. The total of Tri-City's claim secured by the Property and the claim of Byline exceeds the purchase price. Accordingly, there will be a no funds to apply towards the Judgment Claim. On April 16, 2019, the Debtors filed an application to employ Brian Redlich, ReMax Realty 100,to act as their real estate broker. Part of the Broker's engagement consisted of marketing the Property. The Property was listed April 21, 2019. The initial list price was $329,900. Following the listing, the Property received a spike in showings to potential purchasers. On July 24, 2019, the purchase price was decreased to $319,900. The Debtors also installed new windows on the Property to make it more attractive to purchasers. The purchase price was decreased to $309,900 on Aug. 28, 2019. Finally, the purchase price was decreased to $299,900 on Sept. 19, 2019. The Broker's reports show that 82% of the interested parties who toured the property felt the listing price was too high until the final price drop was under $300,000. Following the accepted offer, the Purchasers' inspection report indicated that the roof was near its expected life and that the exterior brick façade and vinyl siding were in need of repair. The report recommended that the basement be evaluated by a structural engineer. Based on the inspection, the Purchasers requested a structural engineer review the Property. The structural engineer's report revealed the need for steel beams in a basement wall. Based upon the reports of the home inspector and structural engineer, the Debtors and the Purchasers negotiated and agreed upon a reduced purchase price of $287,500. he following is a summary of the Purchase Agreement. The Debtor will transfer his interest in the Property to the Purchaser free and clear of all liens, interests, claims, and encumbrances, with liens to attach to the proceeds of the sale. Those liens and encumbrances include, without limitation, the Tri-City Mortgages, the Byline Claim, and the Judgment Claim. The parties would like to close on the purchase of the Property at the end of November contingent upon Court approval and the Purchasers obtaining approval of financing. Any real estate taxes and the balance of the Tri-City Mortgages will be paid at closing. After disbursement of sales proceeds to pay the balance of the Tri-City Mortgage the remaining balance will be applied to the Byline Claim. No amount will be available for disbursement to the Judgment Claim. If no objection to the Motion is timely filed, the Debtors ask that the Court waives any stay requirement under Fed. R. Bankr. P. 6004(h) if the Debtor and the Purchasers agree to the waiver. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Kostas_Tourloukis_69_Sales.pdf Kostas Roustas and Stella Roustas sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-22778) on June 22, 2017. The Debtor tapped Dino S. Mantzas, Esq., at Law Office of Dino S. Mantzas, as counsel. L.G. STECK MEMORIAL: Files Motion to PCO Appointment Dismissal ---------------------------------------------------------------- L.G. Steck Memorial Clinic, P.S., d/b/a Steck Medical Group, moves the Court for entry of an order determining that appointment of a patient care ombudsman is not necessary in this case. The Debtor is a Washington state professional services corporation and was founded in 1927. It provides comprehensive medical treatment and related services to residents of Lewis County and the surrounding areas. The main campus is located at 1299 Bishop Road, Chehalis, WA 98532. The Company has provided care and services to over 45,000 patients in the last two years alone. The Debtor does not dispute that it is a health care business under the Bankruptcy Code. The Debtor's bankruptcy filing was precipitated by the discovery of substantial unpaid federal employment taxes, and other debt repayment issues arising therefrom, and not patient care issues. The case was filed primarily to provide the Debtor with a means to repay its substantial federal tax liabilities over an extended period of time; not because of any malpractice or tort claims against the Debtor, and not because of any allegations of deficiency of care. Accordingly, the Debtor seeks a determination that appointment of a patient health care ombudsman is not necessary in this case. Attorneys for the Debtor: J. Todd Tracy Steven J. Reilly THE TRACY LAW GROUP 1601 5th Ave., Suite 610 Seattle, WA 98101 Tel: 206-624-9894 Fax: 206-624-8598 E-mail: www.thetracylawgroup.com A full-text copy of Motion is available at https://tinyurl.com/y4c7c8xa PacerMonitor.com at no charge. About the Steck Medical Group L. G. Steck Memorial Clinic, P.S., is a professional service corporation that provides health care services. The Company was incorporated in 1977 and does business as The Steck Medical Group. L. G. Steck Memorial Clinic, P.S., sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 19-43334) on Oct. 17, 2019. In the petition signed by Hugo DeOliveira, chief administrative officer, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Mary Jo Heston is the case judge. THE TRACY LAW GROUP PLLC is the Debtor's counsel. LIFESTYLE YACHTS: Seeks Access to Cash to Continue Operations ------------------------------------------------------------- Lifestyle Yachts, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral to continue to operate. The Debtor believes that M&M Private Lending Group LLC has a claim of $378,000 and that M&M’s claim has first priority and is secured by a First Preferred Ship Mortgage on the Yacht. The Debtor proposes to pay adequate protection payments to M&M in the amount of $533.33. The Debtor also believes that Boundless Experiences Inc. has a net unsecured claim for $245,000 and Fundworks LLC has unsecured claim of $26,000. The Debtor proposes not to make adequate protection payments to Boundless and Fundworks, since both are holding unsecured claims. A copy of the Motion is available for free at https://tinyurl.com/y6otuajv from Pacermonitor.com Lifestyle Yachts, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-24364) on Oct 25, 2019. At the time of the filing, the Debtor disclosed assets of less than $50,000 and liabilities of less than $1 million. Judge Robert A Mark is assigned to the case. The Debtor is represented by Chad Van Horn, Esq. at Van Horn Law Group, P.A. LINDLEY FIRE: Expedite Fire Buying All Assets for $600K ------------------------------------------------------- Lindley Fire Protection Co., Inc., filed with the U.S. Bankruptcy Court for the Central District of California a notice of their proposed bidding procedures in connection with the sale of substantially all property (except accounts receivable) to Expedite Fire, Inc. for $600,000, subject to overbid. A hearing on the Motion is set for Nov. 13, 2019 at 10:00 a.m. The Debtor's case has been pending since March 2017. It exercised its best efforts to reorganize. In May 2017, the Debtor and the Unsecured Creditors Committee retainer John Murray of Accurate Business Consulting to assist their business operations and attempt to run the Debtor profitably in order to propose a reorganization plan. To that end, the parties proposed and the Court approved the Motion to Implement a Resizing Earn Out Strategy in June 2018 and against in February 2019. When these efforts failed, the Debtor and the Committee requested and the Court approved the employment of Brian Weiss at Force 10 Partners to find a buyer for the Debtor's business. The Debtor contends that conducting the Auction in accordance with the Bid Procedures is the best course of action in order to maximize the value of the sale of the Assets for the benefit of the estate and its creditors. The Bid Procedures were designed to limit the process to duly interested and capable prospective purchasers, encourage the highest available initial bids, and create a competitive auction, all of which will ensure that the estate receives the maximum value in return for the sale of the Property. The salient terms of the Agreement and the Bidding Procedures are: a. Bid Deadline: Nov. 8, 2019 at 3:00 p.m. (PDT) b. Initial Bid: $600,000 ($200,000 cash and $400,000 in promissory notes with monthly payments over three years, and then a balloon payment upon maturity (see exact terms in Purchase Agreement), plus $30,000 c. Deposit: $200,000 d. Auction: The Auction will commence on Nov. 13, 2019, at 10:00 a.m. and will take place in Courtroom 5D of the United States Bankruptcy Court, Central District of California, Santa Ana Division, 411 West Fourth Street, Santa Ana, California 92701. e. Bid Increments: $30,000 The Property will be sold on an "as is, where is" basis and without representations or warranties of any kind, nature or description by the Debtor, except to the extent expressly set forth in the Purchase Agreement. The Debtor respectfully asks that the Court approves its proposed assumption and assignment of the Contracts. The Sale will yield the maximum value for the Debtor's estate. To that end, the assumption, assignment and sale of any Contracts will be necessary for the Debtor to obtain the benefits of any Purchase Agreement. The Debtor is asking to sell to the Buyer all of its existing contracts to perform contracting services and its existing contracts to purchase/use vehicles that were used in its business operation. It believes that all third parties who have contracts with the Debtor for contracting services will consent to the assignment, and such consents will be presented at the hearing on the Motion. The Debtor's only secured claim (other than vehicles, which contracts the Buyer is assuming) is the IRS' secured claim at the commencement of the bankruptcy case of approximately $99,253. The Debtor has been paying adequate protection payments of $1,828 to the IRS on its secured claim since April 2017 (the IRS has other claims against the Debtor). The Debtor believes that the balance of the secured claim is approximately $54,000. As the Debtor is receiving $200,000 cash as part of the Sale, the IRS is more than adequately protected on its secured claim. Based upon all of the foregoing, the Debtor's proposed Sale should therefore be free and clear of all Liens. The Debtor is proposing to pay the secured claim of the IRS (approximately $54,000) from the $200,000 deposit held by the Debtor's counsel upon the closing of the Sale. The only other liens on the property being sold are the liens on some of the vehicles being sold. The Debtor retained (subject to Court approval) Force Ten Partners, LLC in March 2019 to market its business for sale, but did not receive any offers. The Buyer was located through the efforts of the Debtor and its Financial Advisor. The Debtor's business operations need to move immediately forward with the Buyer or substantial value would be lost by an interruption of services if an appeal was filed. For this reason, it submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Lindley_Fire_355_Sales.pdf About Lindley Fire Protection Established in 1986 in Anaheim, California, Lindley Fire Protection Co., Inc. -- http://www.lindleyfire.com/-- provides fire protection services and contracts with large industrial warehouses and facilities. Lindley Fire Protection performs construction services worldwide and its personnel have performed work in various locations such as Western Somoa, Puerto Rico, Texas, Illinois, Nevada, Colorado, Utah, Montana, Idaho and Mexico. Lindley Fire Protection sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-10929) on March 12, 2017. The petition was signed by Leslie L. Lindley, II, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Catherine E. Bauer. Goe & Forsythe, LLP is the Debtor's bankruptcy counsel. On March 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Marshack Hays LLP as its legal counsel. Accurate Business Consulting, Inc., serves as joint financial advisor to the Debtor and the Committee. LUXURY LIMOUSINE: Plan & Disclosures Hearing Continued to Nov. 20 ----------------------------------------------------------------- Judge Jean K. Fitzsimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania ordered that the hearing to consider approval of Luxury Limousine Service, Inc.'s motion for approval of its Chapter 11 plan and disclosure statement is continued to Nov. 20, 2019, at 2:00 p.m. in Courtroom #3, 900 Market Street, Philadelphia, Pennsylvania 19107. The judge ordered that all deadlines related to the Debtor's filing of a PLan, Disclosure Statement, confirmation and Debtor's exclusive right to file a plan and disclosure statement are extended through Jan. 20, 2020. About Luxury Limousine Service Luxury Limousine Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-13574) on May 31, 2018. In the petition signed by Perry Camerlengo, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The Debtor tapped Bottiglieri Law, LLC, as its legal counsel. MARK SIMON: Brother Buying Sarasota Property for $165K ------------------------------------------------------ Mark Simon filed with the U.S. Bankruptcy Court for the Southern District of New York a notice of his sale of his 1/2 interest in the home at 1255 Peppertree Drive, Sarasota, Florida to his brother, Steven Simon, for $164,500, cash, subject to higher and better offers. A hearing on the Motion is set for Dec. 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least seven days prior to the return date. The Debtor filed for bankruptcy relief to enable he and his wife, Roberta Simon, to reorganize their financial affairs. Roberta's Chapter 11 plan has been confirmed. The Debtor's case was severed from Roberta's case and that the filing is no longer joint and each case is independently administered. Roberta's case bears case number 15-23634. The Debtor's primary remaining asset is the FL Home which he co-owns with the Purchaser, who is his brother. The FL Home had belonged to their parents, who are both deceased. The Debtor's interest on the FL Home is not "exempt," although it is his current homestead. The Debtor claimed a homestead exemption on a house that he and Roberta owned in Scarsdale, New York, which was sold with the approval of the Court. According to an appraisal undertaken by the Debtor in 2016, the FL Home was worth approximately $365,000 at that time. According to the Debtor, the FL Home is approximately 1,200 square feet in size. It has 2 bedrooms and 2 bathrooms. The unit has not been substantially updated. According to the Debtor, it is in fair to poor condition. The community where the FL Home is located was developed in the 1970s. Poor weather in the recent years has caused an increase in insurance and taxes having a negative impact on values. Moreover, in selling, new buyers prefer modern units. There is no mortgage on the FL Home. There are no known judgments with respect to the FL Home. No real estate broker is involved in the transaction. The salient terms of the sale are: 1. The assets transferred consist of the Debtor's one-half right, title and interest in the FL Home. They will be transferred by Quit Claim Deed to the Buyer. 2. The price is $164,500 in cash. 3. Stephen Simon, the proposed purchaser, is the Debtor's brother and co-owner of the FL Home and an "insider" as that term is defined under 11 U.S.C. Section 101(3 1). 4. The sale is subject to higher and better offers. A copy of the Application can be obtained from the Bankruptcy Court website, www.nysb.uscourts.gov., or from the counsel for the Debtor upon request. It is contemplated that the Debtor and his wife, Roberta, will continue to reside in the FL Home and pay expenses relating thereto (taxes, common charges and insurance) in lieu of rent. Following the sale, the proceeds will be placed in escrow pending further Order of the Court. The Debtor hopes to submit a proposed distribution scheme on the return date of the instant motion. Unless objections are interposed, the relief sought in the application may be granted. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Mark_Simon_127_Sales.pdf Mark Simon sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-20013) on Nov. 13, 2015. MM CAM LIMITED: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: MM Cam Limited Devonshire House, 60 Goswell Road London EC1M 7AD United Kingdom Business Description: MM Cam Limited is a collection account management (CAM) company based in the United Kingdom. Chapter 15 Petition Date: November 8, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Chapter 15 Case No.: 19-23270 Foreign Representatives: Brian Baker and Ryan Davies Joint Administrators Devonshire House, 60 Goswell Road London EC1M 7AD United Kingdom Foreign Representatives' Counsel: David Paul King, Esq. KING CHENG MILLER & JIN, LLP 3675 Huntington Dr., Ste 200 Pasadena, CA 91107 Tel: 626-304-9001 Fax: 626-304-9002 E-mail: dpk@kcmlaw.net Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-23270.pdf MULTICULTURAL COMMUNITY: Unsec. Creditors to Have 38.6% Recovery ---------------------------------------------------------------- Debtor Multicultural Community Mental Health Center, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, a First Amended Disclosure Statement describing its Plan of Reorganization. Since the filing of the case, the Debtor has run the operation with a profit each month. As of Sept. 30, 2019, there was $38,144.92 in the account. On average, there is a profit of $4,000 per month. To assure itself of the ability to pay creditors, the Debtor has proposed payments equaling approximately $3,500 per month towards its debt. The Debtor's ability to fully fund the plan and make payments is dependent on the ability of the company to continue to operate and generate sufficient revenue to pay its creditors. The claims of general unsecured creditors total $566,749.11. The Debtor has allocated $2,607.04 per month to pay this class for 84 months. Creditors will be paid on a pro rate basis and receive approximately 38.64% of their claim. The owner of the Debtor, Raul Hernandez Fabian, will retain his 100% interest in the Debtor. The plan will be funded by the income received by the Debtor from the operations of the mental health facility. A full-text copy of the Amended Disclosure Statement dated Oct. 24, 2019, is available at https://tinyurl.com/yyxc3mgv from PacerMonitor.com at no charge. About Multicultural Community Multicultural Community Mental Health Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10207) on Jan. 7, 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 has been assigned to Judge Mindy A. Mora. Brian K. McMahon of BRIAN K. MCMAHON, P.A., is the Debtor's counsel. NAJEEB KHAN: Court Approves Appointment of Chapter 11 Trustee ------------------------------------------------------------- Judge Scott W. Dales has approved the appointment of Mark T. Iammartino as Chapter 11 trustee in Najeeb Ahmed Khan's Chapter 11 case. The Court earlier signed a consent order authorizing the appointment of a Chapter 11 trustee following the U.S. Trustee's application for an order appointing a trustee. The Trustee will have all the rights and duties prescribed in the Bankruptcy Code and shall have full authority to manage the affairs of the estate and conduct any business of the estate. The Trustee may commence official duties upon the filing of a bond in the amount prescribed by the United States Trustee in order to qualify under Chapter 11 and an acceptance of the office within seven days after receipt of the notice of selection, or the Trustee designate may be deemed to have rejected the office, pursuant to Federal Rule of Bankruptcy Procedure 2008. A full-text copy of the Order is available at https://tinyurl.com/y5vmvvl8 PacerMonitor.com at no charge. About Najeeb Ahmed Khan Najeeb Ahmed Khan sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 19-04258) on Oct. 8, 2019. The Debtor tapped Denise D. Twinney, Esq., and Robert F. Wardrop, II, Esq., at Wardrop & Wardrop. P.C., as counsel. NANOMECH INC: Has Until Feb. 10 to Exclusively File Chapter 11 Plan ------------------------------------------------------------------- Judge John Dorsey of the U.S. Bankruptcy Court for the District of Delaware extended the period during which only Nanomech, Inc. can file a Chapter 11 plan to Feb. 10, 2020. The company can solicit acceptances for the plan until April 9, 2020. About Nanomech, Inc. NanoMech, Inc., an ISO 9001:2015 certified organization, is focused on patented platform nanomanufacturing technologies. It is a privately held company formed in 2002. NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10851) on April 15, 2019. In the petition signed by Benjamin Waisbren, chief restructuring officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge Christopher S. Sontchi. The Debtors tapped Winston & Strawn LLP as general bankruptcy counsel; Gellert Scali Busenkell & Brown, LLC as bankruptcy co-counsel; and Virtually There LLC as restructuring advisor. NIELSEN HOLDINGS: S&P Puts 'BB' ICR on Watch Negative on Spin-Off ----------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Nielsen Holdings PLC, including the 'BB' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement follows the company's announcement that it plans to separate its Media and Connect businesses into two stand-alone publicly traded companies and will reduce its dividend by 83%. The spin-off will eliminate the diversity benefits and operating synergies of the combined company and S&P expects to have a modestly less favorable view of Nielsen on a stand-alone basis. "The CreditWatch placement reflects our view that Nielsen's announced spin-off of its Media and Connect businesses will modestly weaken its competitive position," S&P said. "Historically, we believed that the two businesses provide the company with diversity and operating synergies stemming from the positive feedback loop and enhanced analytic capabilities created by integrating viewership data with point-of-sales data to benefit both its media and advertising clients." In resolving its CreditWatch placement, S&P will assess the strength of the legacy business and its ability to maintain its leading position in media measurement. Depending on this assessment, S&P could change its view of the strength of the company's business and adjust the rating agency's leverage thresholds accordingly. In addition, S&P will take into account the magnitude of the stand-up costs and investments needed to ensure a smooth separation of the businesses. If these are higher than expected, it could lead to worse leverage characteristics for legacy Nielsen at the time of the transaction. The rating agency expects to update this CreditWatch when it has more clarity on the expected structure of the transaction and will resolve it near closing. As it assesses the range of rating outcomes, S&P could affirm the rating if leverage is at or below its current level at close, a one notch downgrade if adjusted leverage is above 5x, or two notches if separation costs are materially higher than expected and leverage is considerably above 5x. NXT ENERGY: Will Release Third Quarter Results on Nov. 14 --------------------------------------------------------- NXT Energy Solutions Inc. will release its third quarter 2019 financial and operating results for the quarter ended Sept. 30, 2019, on Thursday, Nov. 14, 2019 after market close. A conference call to discuss the third quarter 2019 results will be held on Monday, Nov. 18, 2019 at 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time). Details of the conference call are as follows: Date: Monday, Nov. 18, 2019 Time: 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time) North American participants call: 1-800-806-5484 International Dial In Numbers: https://www.confsolutions.ca/ILT?oss=7P1R8008065484 Participant Pass Code 3265239# NXT's third quarter 2019 financial and operating results will be filed in Canada on SEDAR at www.sedar.com and will be available in the USA on EDGAR at www.sec.gov/edgar. The financial and operating results will also available on NXT's website at www.nxtenergy.com. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$6.96 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of C$8.97 million for the year ended Dec. 31, 2017. At March 31, 2019, the Company had total assets of C$27.39 million in total assets, total liabilities of C$4.93 million, and C$22.45 million in total shareholders' equity. The Company's independent accounting firm KPMG LLP, in Calgary, Canada, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's current and forecasted cash position is not expected to be sufficient to meet its obligations for the 12 months period beyond the date that these financial statements have been issued. These conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. PAPA'S GIRL: Dec. 4 Plan Confirmation Hearing Set ------------------------------------------------- Debtor Papa's Girl, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina, New Bern Division, a Disclosure Statement and Plan on Oct. 23, 2019. On Oct. 24, 2019, Judge Stephani W. Humrickhouse conditionally approved the disclosure statement and established the following dates and deadlines: * Nov. 29, 2019, is fixed as the last day for filing and serving in accordance with Rule 3017(a), Federal Rules of Bankruptcy Procedure, written objections to the disclosure statement. * Nov. 29, 2019, is fixed as the last day for filing written acceptances or rejections of the Plan. The enclosed ballot should be completed and filed with the plan proponent on or before that date. * Nov. 29, 2019, is fixed as the last day for filing and serving written objections to confirmation of the Plan pursuant to Rule 3020(b)(1), Federal Rules of Bankruptcy Procedure. * Dec. 4, 2019, at 11:00 a.m. is the date for the hearing on confirmation of the Plan to be held at Room 208, 300 Fayetteville Street, Raleigh, NC 27602. As reported in the TCR, the Debtor has filed a Chapter 11 Plan that provides that the Debtor intends to satisfy creditor claims from income earned through continued operations of its business. All proceeds of liquidation will be distributed in accordance with the priorities of the Code and as described more fully in the Plan. A full-text copy of the Disclosure Statement dated Oct. 23, 2019, is available at https://tinyurl.com/y6c7c4vd from PacerMonitor.com at no charge. About Papa's Girl Papa's Girl LLC owns a fishing vessel known as Papa's Girl. Papa's Girl, LLC, filed a voluntary petition for relief pursuant to chapter 11 of the United States Bankruptcy Code (Bankr. E.D.N.C. Case No. 19-02897) on June 25, 2019. The Debtor disclosed $18,008,763 in liabilities as of the bankruptcy filing. The Debtor is represented by the law offices of Oliver & Cheek, PLLC. PHL VARIABLE: A.M. Best Lowers Finc'l. Strength Rating to B(Fair) ----------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating (FSR) to B (Fair) from B+ (Good) and the Long Term Issuer Credit Rating (Long-Term ICR) to "bb" from "bbb-" of PHL Variable Insurance Company (PHL). The outlook of these Credit Ratings (ratings) has been revised to negative from stable. Concurrently AM Best also has revised the outlooks to negative from stable and affirmed the FSR of B+ (Good) and the Long-Term ICR of "bbb-" of Nassau Life Insurance Company (NNY), Nassau Life and Annuity Company (NLA), Nassau Life Insurance Company of Kansas (Overland Park, KS) and Nassau Life Insurance Company of Texas (Austin, TX). All of the aforementioned entities, including an unrated entity Nassau Re (Cayman) Ltd., which is used for internal reinsurance, are collectively referred to as the Nassau Financial Group (NFG). In addition, AM Best has revised the outlooks to negative from stable and affirmed the Long-Term ICR of "b+" of The Nassau Companies of New York, Inc. along with its existing Long-Term Issue Credit Ratings (Long-Term IRs). All companies are headquartered in Hartford, CT, unless otherwise specified. (See below for a detailed listing of the Long-Term IRs.) The ratings of PHL reflect its balance sheet strength, which AM Best categorizes as very weak, as well as its weak operating performance, limited business profile and appropriate enterprise risk management. The ratings downgrade of PHL reflects that it is no longer considered core to the business and will be managed as a closed block after new product sales were recently discontinued and shifted to NLA. In addition, PHL has experienced higher than expected mortality, which has emerged in recent quarters, primarily from an older age universal life block that is considered to be stranger-owned life insurance (STOLI) policies held by institutional investors. Furthermore, there has been a material decline in risk-adjusted capitalization at PHL, which in A.M. Best's view will require additional capital infusions in the near term. On a longer term economic basis, the financial condition of PHL will be dependent upon continued capital support by NFG, lapse and mortality experience and additional cost of insurance (COI) increases, should they be needed. AM Best views litigation risk for additional COI increases as high given the prevalence of industry-wide litigation relating to COI increases. The revised outlooks for the other insurance subsidiaries reflect diminished capital flexibility for NFG overall, given the need to fund PHL and utilization of excess capital for the recently announced acquisition of Foresters Financial Holding Company, Inc. and Foresters Life Insurance and Annuity Company (FLIAC) from The Independent Order of Foresters. This acquisition is subject to customary regulatory approvals. AM Best expects the earnings impact of the acquisition to be modest in the near term, although accretive in the longer term assuming satisfactory execution of strategic plans. Additionally, while the NFG group's operating results have been positive historically, they have trended downward on a statutory consolidated basis in more recent periods, primarily due to PHL. However, there has also been higher mortality experience at NNY and one-time expense items in the first half of 2019, which have contributed to a decline in net income. PUERTO RICO HOSPITAL: Banco Santander Says Plan Unconfirmable ------------------------------------------------------------- Secured creditor Banco Santander Puerto Rico objects to the approval of Joint Disclosure Statement for the Joint Plan of Reorganization filed by Puerto Rico Hospital Supply, Inc. and Customed, Inc. Banco Santander says that the Debtors' proposed Disclosure Statement cannot be approved by the Court because it fails to comply with the requirement of adequate information under Section 1125 of the Bankruptcy Code and the proposed Plan is unconfirmable as it violates multiple provisions of Section 1129 of the Code. According to Santander, the Disclosure Statement contains insufficient and misleading information regarding Santander's collateral and the availability of such collateral as the principal means of funding the proposed Plan. The Disclosure Statement, it adds, fails to disclose to creditors that the proceeds received by Debtors from any awards or judgments entered against Johnson & Johnson International, Inc. are part of Santander's collateral. Santander avers that the Debtors' principal and sole stockholder cannot be legally entitled to retain his equity interest in the Debtors while Santander is paid 62% of its claims and unsecured creditors stand to receive a mere 5% of their claims. As a result, the proposed plan runs afoul of the Absolute Priority Rule and makes it patently unconfirmable. Santander and FirstBank Puerto Rico will vote against the Debtors' proposed Plan. The Disclosure Statement, according to Santander, fails to explain the source of the $1,000,000 that Debtors' shareholder will provide and should clarify whether these funds will come from the payments of more than $1 million that upon belief Mr. Santos received during the 90 days before the filing of the bankruptcy petition. There is no information supporting the financial capacity of Mr. Santos to provide the funds that are both required for the proposed DIP Financing and compliance with the payments to creditors as per the projections. Santander argues that the Plan fails to comply with the absolute priority rule under 11 U.S.C. Sec. 1129(b)(2)(B) inasmuch as general unsecured creditors will receive just a 5% distribution, whereas the Debtors' principal (e.g., equity) will retain their ownership in Debtors. A full-text copy of the Santander Objection is available at https://tinyurl.com/y2dw3w4v from PacerMonitor.com at no charge. Banco Santander is represented by: O'NEILL & BORGES, LLC Hermann D. Bauer Ubaldo M. Fernández Martha L. Acevedo-Peñuela Gabriel A. Miranda 250 Muñoz Rivera Avenue, Suite 800 San Juan, Puerto Rico 00918-1813 Tel: (787) 764-8181 Fax: (787) 753-8944 E-mail: hermann.bauer@oneillborges.com ubaldo.fernandez@oneillborges.com martha.acevedo@oneillborges.com gabriel.miranda@oneillborges.com About Puerto Rico Hospital Supply Puerto Rico Hospital Supply, Inc., distributes medical supplies in Puerto Rico. Customed Inc., founded in 1991, manufactures surgical appliances and supplies. Puerto Rico Hospital Supply, Inc. and Customed, Inc., filed voluntary Chapter 11 petitions (Bankr. D.P.R. Case Nos. 19-01022 and 19-01023) on Feb. 26, 2019. The petitions were signed by Felix B. Santos, president. The cases are assigned to Judge Enrique S. Lamoutte Inclan. At the time of the filing, Puerto Rico Hospital estimated $50 million to $100 million in assets and $10 million to $100 million in liabilities while Customed, Inc. estimated $10 million to $50 million in both assets and liabilities. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, represents the Debtors. PURPLE SHOVEL: Plan & Disclosures Due Nov. 21 --------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, granted debtor Purple Shovel, LLC, until Nov. 21, 2019, to file a Plan and Disclosure Statement. About Purple Shovel Based in Tampa, Florida, Purple Shovel, LLC -- http://www.purpleshovel.com/-- is a certified Service Disabled Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide value-added solutions to an array of domestic and international challenges. Purple Shovel affords its clients a single point of contact to transport materials and aid anywhere in the world, including remote regions inaccessible to others. Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04599) on June 1, 2018. In the petition signed by Benjamin Worrell, manager, the Debtor disclosed $1.01 million in assets and $12.35 million in liabilities. Judge Caryl E. Delano is the case judge. The Law Offices of Norman and Bullington serves as counsel to the Debtor. On Aug. 8, 2018, the Office of the U.S. Trustee appointed Gerard A. McHale Jr. as Chapter 11 trustee for the Debtor. The Trustee tapped Johnson Pope Bokor Ruppel & Burns, LLP as his legal counsel, and McHale PA as his accountant. REGIONAL SITE: Seeks Authorization to Use Cash Collateral --------------------------------------------------------- Regional Site Solutions, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina for the emergency use of cash collateral. The Debtor seeks access to cash collateral in order to pay its operational needs including the cost of maintaining the business, payment of wages and salaries, purchase and use of inventory, and other normal expenses incurred in the ordinary course of the Debtor's business and as a result of the filing of the Chapter 11 proceeding. The Debtor owns and operates from real property located at 5985 Old Mendenhall Drive High Point, Randolph County, North Carolina. The Real Property has a tax value of $305,600. Branch Banking & Trust Company contends that the Real Property is subject to a Deed of Trust with BB&T pursuant to that certain 2007 Promissory Note and 2011 Promissory Note. BB&T contends that the sum of $101,208.72 is due under the 2007 Note and $219,982.27 under the 2011 Note. BB&T will continue to maintain a security interest in the property which was held pre-petition having the same priority and rights in the collateral as it had pre-petition including post-petition accounts and accounts receivable. The Debtor proposes to pay BB&T monthly adequate protection payments in the amount of $1,750 per month beginning on Nov. 15, 2019. The Debtor currently owes approximately $330,749 to the Internal Revenue Service pursuant to six Tax Lien Notices. The IRS will continue to maintain a security interest in the property which was held pre-petition having the same priority and rights in the collateral as it had pre-petition including postpetition accounts and accounts receivable. The Debtor will pay the IRS adequate protection payments in the amount of $2,000 per month beginning on Nov. 15, 2019. The Debtor also owes approximately $84,933.77 to the North Carolina Department of Revenue. The NCDOR misfiled tax lien notices with the Guilford County Clerk's office and as such do not constitute cash collateral. However, to the extent the NCDOR does have a lien on Cash Collateral, the NCDOR will be adequately protected by continuing to allow it to maintain a security interest in the property which was held pre-petition having the same priority and rights in the collateral as it had pre-petition including post-petition accounts and accounts receivable. The Debtor will also pay the NCDOR adequate protection payments in the amount of $789 per month beginning on Nov. 15, 2019. A copy of the Motion is available for free at https://tinyurl.com/y68pwu6a from Pacermonitor.com About Regional Site Solutions Regional Site Solutions, Inc. is a privately held company that operates in the surfacing and paving business. Regional Site Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-11191) on Oct. 28, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Lena M. James. Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtor's legal counsel. RENAISSANCE HEALTH: Solicitation Period Extended Until March 16 --------------------------------------------------------------- Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which Renaissance Health Publishing, LLC can solicit acceptances for its Chapter 11 plan to March 16, 2020. The company's exclusivity period to file a plan expires today. About Renaissance Health Publishing d/b/a Renown Health Products Renaissance Health Publishing, LLC, doing business as Renown Health Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-13729) on March 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor tapped Aaron A. Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and Schneider Rothman IP Law Group, as special counsel. SANAM CONYERS: Dec. 5 Disclosure & Plan Confirmation Hearing Set ---------------------------------------------------------------- Ohm Conyers Lodging, LLC, filed a Chapter 11 Plan of Reorganization and a Disclosure Statement on Oct. 23, 2019. The Court has determined that conditional approval of the disclosure statement is appropriate. On Oct. 24, 2019, Judge Wendy L. Hagenau conditionally approved the disclosure statement and established the following dates and deadlines: * Nov. 27, 2019, is fixed as the last day for filing written acceptances or rejections of the Plan. * Dec. 5, 2019, is fixed for the hearing on final approval of the conditionally approved Disclosure Statement and for confirmation of the Plan to be held at 1:30 p.m. in Courtroom 1403, United States Courthouse, 75 Ted Turner Dr., SW, Atlanta, Georgia. * Nov. 27, 2019, is fixed as the last day for filing and serving written objections to the conditionally approved Disclosure Statement and confirmation of the Plan. About OHM Conyers OHM Conyers owns and operates a single hotel located at 1659 Centennial Olympic Parkway NE, Conyers, GA 30013 d/b/a Hawthorn Suites Covington, which it acquired on March 18, 2015 at a cost of $3,525,000.00. OHM Conyers and affiliate Sanam Conyers Lodging, LLC, sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-54795 and 19-54798) on March 26, 2019. The lead case is In re Sanam Conyers Lodging (Bankr. N.D. Ga. Case No. 19-54798). Danowitz Legal, PC, is the Debtors' counsel. SARAI SERVICES: Dec. 19 Plan Confirmation Hearing Set ----------------------------------------------------- On Oct. 23, 2019, the U.S. Bankruptcy Court for the Northern District of Alabama, Northern Division, convened a hearing on the First Amended Disclosure Statement of debtor CM Holding, Inc. pursuant to Section 1125 of the Bankruptcy Code with respect to Debtor's Plan of Reorganization, dated October 14, 2019. On Oct. 24, Judge Clifton R. Jessup, Jr., approved the First Amended Disclosure Statement and established the following dates and deadlines: * Dec. 19, 2019, at 11:30 a.m., is set for the hearing on Confirmation of the Plan to be held at the United States Courthouse, 400 Well Street, Decatur, AL 35601. * Dec. 5, 2019, by 5:00 p.m., CDT, is fixed as the deadline by which the holders of claims and interests against the Debtor must file ballots accepting or rejecting the Plan. * Dec. 5, 2019, by 5:00 p.m., CDT, is fixed as the last day by which creditors and parties in interest must file any objections to confirmation of the Plan. About Sarai Services Group Sarai Services Group, Inc., together with its subsidiaries, is a privately-held company in Huntsville, Alabama, that specializes in logistics, program management and information technology. Sarai Services Group, SSGWWJV LLC, Sarai Investment Corporation and CM Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-82948 to 18-82951) on Oct. 3, 2018. In the petitions signed by CEO James Mitchell, each Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the cases. Sparkman, Shepard & Morris, P.C., is the Debtor's counsel. SHEET METAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Sheet Metal Works, Inc. 2487 South 3270 West Salt Lake City, UT 84119 Business Description: Sheet Metal Works Inc. is a ventilating contractor in Salt Lake City, Utah. Chapter 11 Petition Date: November 8, 2019 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Case No.: 19-28320 Judge: Hon. Joel T. Marker Debtor's Counsel: Adam S. Affleck, Esq. RICHARDS BRANDT MILLER NELSON 111 East Broadway, Suite 400 Salt Lake City, UT 84111 Tel: (801) 531-2000 Fax: (801) 532-5506 E-mail: adam-affleck@rbmn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ralph C. Montrone, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/utb19-28320_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/utb19-28320.pdf SHERIDAN HOLDING: S&P Assigns 'BB-' Rating to $100MM DIP Facility ----------------------------------------------------------------- S&P Global Ratings assigned its point-in-time 'BB-' issue-level rating to the $100 million debtor-in-possession (DIP) facility provided to Sheridan Holding Co. II, LLC, a U.S.-based fund with oil and gas exploration and production (E&P) assets. Sheridan Holding Co. II, LLC and certain of its affiliated debtors, including Sheridan Production Partners II-A, L.P., Sheridan Investment Partners II, L.P., and Sheridan Production Partners II-M, L.P., filed for Chapter 11 protection under the U.S. Bankruptcy Code on Sept. 15, 2019. The DIP facility includes $50 million of new money and a $50 million roll-up of certain prepetition reserve-based loan (RBL) and term loans into post-petition financing. The company will use proceeds to provide liquidity for ongoing business operations, professional fees, bankruptcy expenses, and other general corporate purposes. S&P's 'BB-' DIP rating on the $50 million new money term loan and also the $50 million roll-up term loan primarily reflects its view of the credit risk borne by the DIP lenders and is not indicative of any ratings that it may assign to exit facilities or the reorganized firm after bankruptcy. The DIP facility is required to be repaid prior to emergence. The DIP issue rating is a point-in-time rating effective only for the date of this report. S&P will not review, modify, or provide ongoing surveillance of the rating. S&P's 'BB-' issue rating on Sheridan Holding Co. II's DIP facility reflects its view of the credit risk borne by the DIP lenders, including its view of the company's ability to meet its financial requirements during bankruptcy through its debtor credit profile (DCP) assessment, the prospects for full repayment through the company's reorganization and emergence from Chapter 11 (via its capacity for repayment at emergence (CRE) assessment), and potential for full repayment in a liquidation scenario (via its additional protection in a liquidation scenario (APLS) assessment), as follows: -- S&P's DCP of 'b-' reflects the combination of its vulnerable business risk profile and highly leveraged financial risk profile, together with its consideration of applicable ratings modifiers, on Sheridan Holding Co. II during bankruptcy. -- S&P's CRE assessment of strong coverage of the DIP debt in an emergence scenario is indicative of coverage of more than 250%, which provides an uplift of two notches over the DCP. -- S&P's APLS assessment indicates greater than 125% total value coverage in a liquidation scenario, which provides another notch uplift over the DCP, resulting in a 'BB-' issue-level rating on the DIP facility (which encompasses both the $50 million new money term loan, which has a first out priority position, and the $50 million roll-up term loan, which is junior to the new money term loan). SIBAHAM LIMITED: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Debtor: Sibaham Limited f/k/a Mahabis Limited c/o Shumaker, Loop & Kendrick, LLP 101 S. Tryon Street, Suite 2200 Charlotte, NC 28280 Business Description: Sibaham Limited -- https://mahabis.com -- is a retailer of footwear based in the United Kingdom. Foreign Proceeding: English Law Liquidation Proceeding Under the Insolvency Act of 1986 Chapter 15 Petition Date: November 8, 2019 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Chapter 15 Case No.: 19-31537 Judge: Hon. J. Craig Whitley Foreign Representatives: Paul Ellison and Gareth Roberts as Joint Foreign Representatives c/o KRE Corporate Recovery LLP Hedrich House 14-16 Cross Street Reading, RG1 1SN United Kingdom Foreign Representatives' Counsel: David H. Conaway, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 S. Tryon Street Suite 2200 Charlotte, NC 28280 Tel: 704-375-0057 Fax: 704-332-1197 Email: dconaway@shumaker.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ncwb19-31537.pdf SIRVA INC: S&P Cuts ICR to 'B-' on Weak Performance --------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Illinois-based relocation and moving services provider SIRVA Inc. to 'B-' from 'B'. S&P lowered the issue-level rating on the first-lien debt to 'B' and the second-lien debt to 'CCC+'. The downgrade reflects SIRVA's underperformance following Madison Dearborn Partners LLC's leveraged buyout of the company and tuck-in acquisition of Team Relocation on Aug. 2, 2018. The unexpected loss of one-time business from stand-alone SIRVA, which generated outsize EBITDA; weaker than expected performance at Team Relocation; delays in ramping up new global customers; and new restructuring costs resulted in negligible EBITDA growth and FOCF deficits. In response, SIRVA initiated a global restructuring initiative, spending about $16 million to date. The CreditWatch negative reflects the risk that the acquisition of Realogy Group LLC's Cartus Relocation business for $400 million will weaken credit metrics. Additionally, due to higher expected interest expenses and potentially new integration costs, S&P believes its EBITDA and cash flow improvements forecast in 2020 will likely erode and result in possible liquidity concerns. It believes there is limited if any tolerance in the debt ratings for additional first- or second-lien debt, and it could revise its recovery ratings downward. S&P will revisit the ratings after gaining more detail on the transaction. SORENSEN FUNERAL: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------ Sorensen Funeral Home LLC and its debtor affiliates seek authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral consistent with the Budget. The Debtors intend to use cash, accounts receivables, and other income derived from their operations to fund their operating expenses and costs of administration in this case for the duration of the Chapter 11 case. Initially, the Debtor will seek to use cash collateral in the amount of approximately $65,000 per month over the next six months or such other amount as is necessary to avoid immediate and irreparable harm on an interim basis. First Citizen's Bank holds a claim in the approximate amount of $2,105,000 which is secured by a blanket lien on the Debtors' assets which include receivables, cash accounts and rents. The Debtors intend to provide adequate protection payments to Citizens in the amount of $5,000 per month with expectations to increase to $14,000.00 per month upon confirmation. A copy of the Motion is available for free at https://tinyurl.com/y2nwlavu from Pacermonitor.com About Sorensen Funeral Home Sorensen Funeral Home LLC -- https://www.sorensenfuneralhome.com/ -- offers a range of personalized funeral services. Sorensen Funeral along with affiliates Sorensen Real Estate Holdings, LLC and Family Owned Funeral Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09877) on Oct. 17, 2019. The petitions were signed by Brian Buchert, managing member. Laurie The Debtors retained L. Blanton, Esq. at Blanton Law, P.A. At the time of the filing, Sorensen Funeral disclosed $71,412 in assets and $2,473,748 in debts; Sorensen Real Estate disclosed $785,000 in assets and $2,396,827 in debt; and Family Owned Funeral disclosed $116,985 in assets and $2,550,836 in debt. SUPER HERO KIDS: PCO Sees Significant Improvement Since Filing -------------------------------------------------------------- Thomas A. Mackey, PhD, APRN-BC, FAAN, FAANP, filed his third report on October 25, 2019 for Super Hero Kids Home Health, LLC. Under Chapter 11 of the United States Bankruptcy Code the PCO will monitor and report the quality and safety of patient care being delivered by the Debtor. Based on PCO recommendations from the past two visits and implemented by the Debtor the quality and safety of patient care indicators have significantly improved since filing Chapter on April 11, 2019. The Debtor has made considerable systemic changes to improve the quality and safety of patient care as follows: 1. The Administrator and Coordinator of QAPI completed an American Association of Directors of Nursing Services quality improvement course and received QAPI Certified Professionals status until September 2023. 2. Patient census for the agency declined by five patients since the last visit. An appropriate number of staff nurses are employed to care for the number of active patients. 3. All personnel have been paid on-time and there have been no missed payrolls. 4. There is adequate staff to meet patient staffing needs. 5. The Debtor's license from the Texas Health and Human Services Commission is current and expires on January 31, 2020. The Super Hero Kids Home Health, LLC, operates a pediatric home health care agency and delivers services in four major Texas cities and there are no equipment inspection or calibration issues. The Debtor is internally developing expertise via continuing education and outside consulting to assure patient safety and quality. Therefore, the Debtor will provide a FAX machine/line for the Tyler office and the DON in the San Antonio office to facilitate patient referrals and general communications between medical providers, patients, and health care facilities. The PCO can be reached at: Thomas A. Mackey,PhD, ARNP-BC, FAAN, FAANP NURSING BUSINESS 2883 Palomino Springs Bandera, Texas 78003 Tel: (713) 775-2892 E-mail: tmackey70@gmail.com A full-text copy of PCO Report is available at https://tinyurl.com/y6jgfl8w PacerMonitor.com at no charge. About Super Hero Kids Home Health Established in 2004, Super Hero Kids Home Health -- https://www.superherokidshh.com/ -- is a pediatric home health agency offering skilled private duty nursing, speech, physical, and occupational therapies. Based in the Rio Grande Valley, Super Hero serves all of Central and South Texas. Super Hero Kids Home Health filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50861) on April 11, 2019. In the petition signed by William M. Revill, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Craig A. Gargotta. Martin Warren Seidler, Esq., at the Law Offices of Martin Seidler, is the Debtor's counsel. SUZANNE FERRY: Kestenbaum Buying St. Pete Beach Property for $899K ------------------------------------------------------------------ Suzanne Ferry asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 600 Corey Avenue North, St. Pete Beach, Florida, Parcel ID #36-31-15-77994-045-0080, to Adam Kestenbaum and/or Assigns for $899,000. The Debtor is the owner of the Real Property, which she has listed on Schedule A of her Petition. The property is not the Debtor's Homestead. As of Sept. 25, 2019, Bayview Loan Servicing held a claim of $745,604 which was secured by both the Real Property and 618 73rd Avenue, St. Pete Beach, Florida ("618 73rd Avenue"). Gary and Lucia Apostolov also hold a lien on the Real Property and 618 73rd Avenue. Presently the Apostolovs claim that the Debtor owes them no less than $553,000. The Debtor disputes that she owes any debt to the Apsotolovs. On Sept. 26, 2019, the Debtor filed her First Motion asking Court approval to sell the Real Property. On Oct. 4, 2019, the Court entered an order granting the First Motion, with the caveat that Bayview must consent to the sale. There is currently an offer to purchase the Real Property by the Purchaser”). The parties have executed their Commercial Contract. Pursuant to the Contract, the Purchaser will pay the Debtor a total of $880,000 of which $525,000 will be paid at or before closing. Contemporaneously with the instant motion, the Debtor has filed a separate motion to sell 618 73rd Avenue. The Debtor will receive $550,000 at the closing of 618 73rd Avenue. Presently, the Purchaser is prepared to close on the sale on Oct. 28, 2019. The closing for 618 73rd Avenue is scheduled for the same day. Through the instant motion, the Debtor is asking an order authorizing her to sell the Real Property free and clear of all liens. The proposed sale of the Real Estate is not in the ordinary course of business. Therefore, the Debtor proposes to sell the Real Estate free and clear of liens as provided for by 11 U.S.C. Section 363(b) and (f). The Debtor asks authority from the Court to sell the Real Property "as is" and "where is," free and clear of any potential liens, with valid and enforceable liens attaching to the proceeds of the sale. The liens of Bayview and the Apostolovs, to the extent they exist, will attach to the proceeds. Taxes and ordinary closing costs, including broker's fees, will be paid at closing. Since the anticipated net proceeds from the sales of the Real Property and 618 73rd Avenue is insufficient to payoff the liens of Bayview and the Apsotolovs, the Debtor will place funds in escrow with the closing agent sufficient to cover the shortfalls prior to the sale. The net proceeds, after payment of closing costs, will be held by the Debtor's counsel until the Court determines the distributions to Bayview and the Apostolovs. The proposed sale is on fair and equitable terms and is in the best interest of the bankruptcy estate and its creditors. The Debtor requests that the 14-day stay required under Bankruptcy Rule Section 6004(h) be waived, and that any order granting the Motion is effective immediately upon entry. A copy of the Contract attached to the Motion is available for fre at: http://bankrupt.com/misc/Suzanne_Ferry_407_Sales.pdf Suzanne Ferry sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01854) on Feb. 1, 2011. On June 29, 2012, the Court confirmed the Debtor's Fourth Amended Plan of Reorganization. Attorneys for the Debtor: BUDDY D. FORD, P.A. Jonathan A. Semach, Esquire Buddy D. Ford, Esquire Heather M. Reel, Esquire 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 E-mail: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com SWELL CHICAGO: Unsecureds to Get 20% Dividend in 5 Years -------------------------------------------------------- Debtor Swell Chicago, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, an amended plan of reorganization and disclosure statement. Under the Amended Plan, all unsecured creditors (Class 3), will each receive from the Debtor a dividend in the amount of 20% of their claim payable quarterly over a five-year period commencing 90 days after termination of the appeal period of the order of confirmation. The total amount of Class 3 claimants is approximately $473.000.00. The manager and sole member of the Debtor, Jonadab Silva (Class 5), will retain 100% ownership of the reorganized Debtor and will contribute $5,000 in new value to the Debtor to retain said membership interest. An auction will be held at the same time and place of the hearing on confirmation to determine if any other party is interested in providing new value to purchase the stock of the reorganized debtor. The initial offer is $5,000 by Jonadab Silver and additional bids will be in increments of $1,000.00. The largest assets for the Debtor are its security deposits and office furniture and office fixtures. Some of the office fixtures may be attached to the real estate and not removable in the event of asset liquidation. A full-text copy of the Amended Disclosure and Plan dated Oct. 24, 2019, is available at https://tinyurl.com/yy27xzcd from PacerMonitor.com at no charge. Swell Chicago, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-08856) on March 28, 2019, estimating less than $1 million in assets and liabilities. Joseph E. Cohen, Esq., at COHEN & KROL, is the Debtor's counsel. SYNCHRONY FINANCIAL: S&P Rates Preferred Stock 'BB-' ---------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating on Synchrony Financial's issuance of noncumulative perpetual preferred stock. The rating on the series A preferred stock is linked to its long-term issuer credit rating (ICR) on Synchrony. The preferred stock rating is three notches lower than the holding company ICR because of the issue's contractual subordination and dividend-deferral features. Although it considers instruments of this nature to be a weaker form of equity capital, S&P includes them in its calculation of total adjusted capital (up to a limit), which is the numerator in the rating agency's risk-adjusted capital (RAC) ratio. As of June 30, 2019, Synchrony's RAC ratio was 7.6%. "The stable outlook on Synchrony Financial incorporates our expectation that management will continue to execute its capital plan, including the payout of a portion of the excess capital released from the sale of the Walmart portfolio to shareholders (mostly via increased share buybacks). The company expects to adopt the current expected credit losses (CECL) accounting standard on Jan. 1, 2020. Management has stated that it expects an increase in its allowance for loan losses of up to 60%. S&P expects that any adoption-related accounting impact associated with CECL will not affect its ratings on Synchrony, even if its RAC ratio were to decline below 7%. This is because S&P expects that Synchrony's total buffer for losses (including both its allowance for loan losses and equity capital) will increase post-adoption, providing an offsetting factor. Ratings List New Rating Synchrony Financial Preferred Stock BB- TESLA INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Tesla Inc. to reflect sufficient liquidity cushion to manage production rampups in China for the Model 3 and the launch of the Model Y in 2020. S&P revised the outlook to positive from negative. With recent debt reduction and stronger than expected cash flow, credit metrics could improve above S&P's base-case projection. Tesla's debt burden remains high, but debt to EBITDA is likely to improve somewhat and stay around 3.5x-4x in 2020, albeit with some volatility. Results in recent quarters indicate improved cost absorption on larger volumes and higher operational efficiency and process automation. In pursuit of the path to staying self-funded, the company recently paid off $566 million of convertible debt with internal cash flow. Steady to improving demand for Tesla's car models and disciplined capital expenditures (capex) could limit cash burn over the next two years. S&P assumes that risks from potential production bottlenecks, delays in further cost reductions over the next 12-18 months, and losses in its solar and service businesses will add volatility to operating cash flows. If Tesla manages production rampups in China for the Model 3 and the launch of the Model Y in 2020 without major setbacks, S&P sees some upside to its current base case. The positive outlook reflects an increased likelihood that Tesla's credit metrics will improve more than S&P's base-case projection because of higher demand and manufacturing-related efficiencies. S&P assumes debt to EBITDA falls below 4x, with slightly negative free operating cash flow (FOCF) in 2020. "We could consider a positive rating action if there is steady or improving demand as it rolls out new products and expands overseas, the company avoids material operational missteps, free operating cash flow is at least around breakeven, and it maintains what we consider adequate liquidity, meaning in most circumstances cash balances at or exceeding $2.5 billion," S&P said. "We could revise the outlook to stable if free cash flow burn in 2020 is larger than we expect and its cash balances fall below $2 billion due to vehicle demand falling short of expectations or material operational challenges," the rating agency said. THOMAS HUDSON: Nouveau Buying Jacksonville Property for $1.85M -------------------------------------------------------------- Thomas Hudson and Lyudmila Hudson ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 128-130 West Adams Street, Jacksonville, Florida to Nouveau Management Group, LLC, for $1.85 million, free and clear of liens, claims, and encumbrances. Prior to the Petition Date, E Capital Loan SPV III, LLC received a foreclosure judgment in the amount of $898,013 regarding the Property. The Duval County Tax Collector also has a lien on the Property in the amount of $42,289. No other liens are known to be secured on the Property. The previous lien held by the U.S. Small Business Administration was stripped off and removed through a judgment entered on Sept. 12, 2011. The Duval County Tax Collector has a market value of $1,225,840 for the Property. The Debtors only owe approximately $940,301 to creditors secured against the Property. Earlier, the Debtors received a Purchase and Sale Agreement from 128 W. Adams Street, LLC in the amount of $1.8 million which was ultimately approved by the Court. Unfortunately, that sale contract was cancelled as the timing of inspections was problematic given the timeframe allowed under the case and other orders of the Court. In that light, the Debtors have continued to market and attempt to sale the property. They've received a higher offer than the previous contract from the Buyer at $1.85 million and most importantly, it has waived any further inspections and will be ready to close well before the bankruptcy's drop-dead date in December. The Property is potentially subject to a leasehold with De Real Ting Café, Inc. and/or Hannah Kissoonlal. As part of the attached offer it is required to have the Property completely vacant. Given that the Purchase and Sale Agreement pays off all creditors, it is in the best interest of the estate for it to be approved and is well inside the sound business judgment of the Debtors. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Thomas_Hudson_36_Sales.pdf The Purchaser: Mr. Randall Whitfield, Manager NOUVEEAU MANAGEMENT GROUP, LLC 7880 Gate Parkway, Suite 300 Jacksonville, FL 32256 The Broker: Bobby Knight COASTAL COMMERCIAL REAL ESTATE 25 N. Market St. Jacksonville, FL 32202 Thomas Hudson and Lyudmila Hudson sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-02992) on Aug. 5, 2019. The Debtor tapped Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, as counsel. TPG PACE: Will Appoint Ken Rotman to Accel's Board of Directors --------------------------------------------------------------- TPG Pace Holdings Corp. and Accel Entertainment, Inc., intend to appoint Ken Rotman, chief executive officer and managing director at Clairvest Group Inc., to Accel's Board of Directors, consistent with the terms of the amended Transaction Agreement. Mr. Rotman's appointment is a result of Clairvest's election to receive TPG Pace stock in connection with the acquisition of Accel by TPG Pace. Clairvest, one of the most seasoned investors in the gaming sector with over 20 years of experience investing in gaming assets, is the largest Accel shareholder and will be the largest shareholder of the combined company going forward. Mr. Rotman will join the Accel Board of Directors upon the closing of the transaction. "We are pleased to welcome Ken to the Accel Board," said Karl Peterson, president and CEO of TPG Pace. "Ken brings to our Board decades of business building experience and financial acumen that will be valuable as Accel continues to deliver on its long-term growth strategy as a publicly traded company later this year. We appreciate the opportunity to work closely with Ken and look forward to his contributions." Ken Rotman commented, "Having initially invested in Accel in 2016, Clairvest has a deep understanding of the company's unique value proposition and opportunities present in the market. We view Accel as one of the most exciting gaming opportunities in North America today. Accordingly, we are pleased to remain a significant shareholder in the combined Accel / TPG Pace company at the close of the transaction, and will be rolling 100% of our existing investment. I look forward to this new phase for Accel and to working with the other board members and management team constructively as we create meaningful value." Mr. Rotman earned a B.A. from Tufts University, an M.Sc. from the London School of Economics and an M.B.A. from New York University. He is currently a member of the Clairvest board of directors and numerous private companies (including several Clairvest portfolio companies) and charitable organizations. Mr. Rotman's appointment will be effective upon the closing of the transaction, at which point he will join the previously announced Accel Board members, all of whom remain subject to any applicable regulatory approvals. In addition to Mr. Rotman, the Accel Board will be comprised of: Karl Peterson, TPG Pace President and CEO (Chairman of the Board); Andy Rubenstein, Accel Co-Founder and CEO; Gordon Rubenstein, Accel Co-Founder; David "Buzz" Ruttenberg, founder and chairman emeritus, Belgravia Group; Eden Godsoe, VP of operations at Zeus Living; and Kathleen Philips, former CFO and chief legal officer of Zillow Group. About Accel Accel is an operator of slot machines and amusement equipment in the Illinois video gaming market. Starting in October 2012, Accel has been dedicated to providing top of the line care and service to more than 2,200 locations and customers across the state. About TPG TPG Pace Holdings Corp. -- http://www.tpg.com/-- is an alternative asset firm founded in 1992. TPG's investment platforms are across a wide range of asset classes, including private equity, growth equity, real estate, credit, and public equity. TPG aims to build dynamic products and options for its investors while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. KPMG LLP, in Fort Worth, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Feb. 13, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's limited amount of time to complete an initial business combination for which significant contingencies to completion exist raise substantial doubt about its ability to continue as a going concern. TPG Pace received written notice on Oct. 3, 2018 from The New York Stock Exchange that a NYSE Regulation review of the current distribution of the ordinary shares of the Company shows that it has fewer than 300 public holders and is non-compliant with Section 802.01B of the NYSE Listed Company Manual, which requires the Company to maintain a minimum of 300 public stockholders on a continuous basis. TRIPLET LLC: Seeks Access to FC Marketplace Cash Collateral ----------------------------------------------------------- Triplet, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to use cash collateral to meet its ordinary and necessary expenses. . As of the Petition Date, the Debtor was indebted to FC Marketplace, LLC pursuant to a Business Loan and Security Agreement. FC Marketplace is believed to be owed approximately $279,923. The Debtor intends to use its rents and accounts in which FC Marketplace asserts a security interest to pay those obligations as set forth in the budget. The Debtor seeks an Order that, inter alia: (a) Allows the Debtor to use its rents and accounts in which the FC Marketplace asserts a security interest to pay those obligations set forth in the budget for a period of approximately thirty days from the Petition Date, through and including Nov. 30, 2019; (b) Grants FC Marketplace adequate protection, retroactive to the Petition Date, of its interest in the Prepetition Collateral, including the cash collateral in an amount equal to the aggregate diminution in value, if any, of such interests from and after the Petition Date; (c) Requires the Debtor to make adequate protection payments to FC Marketplace no later than Nov. 15, 2019 in the amount of $4,000, without prejudice to the FC Marketplace's right to seek additional adequate protection in any subsequent cash collateral order; (d) Grants FC Marketplace a replacement lien on the same assets and in the same priority of its Prepetition Liens; and (e) Requires the Debtor to provide monthly operating reports required by the Office of the U.S. Trustee, as well as such other periodic financial information that FC Marketplace may reasonably request of the Debtor (in addition to, and not in replacement of, those reporting obligations that the Debtor may have under the Prepetition Loan Documents). A copy of Motion is available for free at https://tinyurl.com/yybsuat8 from Pacermonitor.com Triplet, LLC, is a privately held company in the food service industry. Triplet, LLC, doing business as Mamma Lucia Italian Restaurant, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-24475) on Oct. 29, 2019. The petition was signed by Maria Lubrano, authorized representative. At the time of the filing, the Debtor disclosed assets under $50,000 and liabilities under $10 million. Judge Wendelin I. Lipp is assigned to the case. The Debtor is represented by Steven L. Goldberg, Esq. at MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A. TROIANO TRUCKING: Avidia Bank Gets Chapter 11 Trustee ----------------------------------------------------- A hearing was conducted on the renewed motion of of Avidia Bank for entry of an order converting the case to chapter 7, or in the alternative, appointing a chapter 11 Trustee for Troiano Trucking, Inc. Upon consideration of the motion and following a hearing, Judge Christopher J. Panos has ordered the appointment of a Chapter 11 Trustee. A full-text copy of the order is available at https://tinyurl.com/y2ausw87 from PacerMonitor.com at no charge. About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking estimated assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. TROIANO TRUCKING: May Continue Using Cash Collateral Until Nov. 20 ------------------------------------------------------------------ Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts entered a fourth order authorizing Troiano Trucking, Inc., and its debtor-affiliate to use cash collateral in the ordinary course of its business, up to the amounts and for the purposes set forth in the budget, to and including Nov. 20, 2019. As adequate protection for the Debtor's use of cash collateral: (a) All parties asserting a security interest in the assets of the Debtor are granted replacement lien in and to all property of the kind presently securing the Debtor's obligations to the secured parties, but only to the extent of the validity, perfection, priority, sufficiency and enforceability of the secured parties' prepetition security interests. Said liens will be recognized to the extent of any diminution of the value of the collateral resulting from the use of cash collateral pursuant to the Fourth Order and will specifically not extend to any post-petition avoidance recoveries. (b) The Debtor will continue to both maintain its assets and equipment and maintain insurance on its assets and equipment. (c) The Debtor will supply Avidia Bank and any other secured party requesting same a copy of all operating statements filed with the U.S. Trustee simultaneously with submission of the financial statements to the U.S. Trustee and a weekly report of receipts and disbursements. A further evidentiary hearing on the Cash Collateral Motion is scheduled for Nov. 20, 2019 at 3:00 p.m. The Debtor and Avidia Bank will exchange exhibits, and the Debtor will submit its monthly operating report for the months of October and November on or before 15th of each month. On or before Nov. 13, the Debtor will file and serve an updated budget through February 2020; a reconciliation comparing actual receipts and disbursements to budgeted amounts through October, 2019, and a proposed form of order regarding the continued use of cash collateral. Objections to the continued use of cash collateral will be due on Nov. 18 at 4:30 p.m. A copy of Fourth Order is available for free at https://tinyurl.com/y63lt6f5 from Pacermonitor.com About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. TRUCKING AND CONTRACTING: Seeks Access to Cash Through June 2020 ---------------------------------------------------------------- Trucking and Contracting Services, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of New Mexico to use cash collateral during the period beginning Jan. 1 and running through June 30, 2020, in accordance with the Second Operating Budget. A hearing will be held on Dec. 10, 2019 at 1:30 p.m. during which time the Court will consider Debtor's second longer term use of cash collateral. Among other things, TCS requires use of cash collateral: (a) For the actual and necessary business expenses, not to exceed 10% more than the amount of each line item of the Budget for any given month; (b) To make any adequate protection payments ordered by the Court; (c) To pay the percentages owed to RTS Financial Service, Inc. under the post-petition factoring agreement (as extended by the court); (d) To pay any taxes that may become due; (e) To pay the Real Estate Contract on TCS' real property, leases and adequate protection to other lien creditors on vehicles and equipment; (f) To pay such other expenses as Debtor and all cash collateral claimants and the U.S. Trustee may agree upon, in writing (including e-mail) from time to time; or which the Court may order after notice to all cash collateral claimants during the second longer term cash collateral period. The creditors secured prepetition by collateral of TCS with amounts due are as follows: (a) RTS Financial Service, Inc. is owed $661,965 on factored accounts; (b) Celtic Capital Corporation is owed approximately $381,686, secured with a blanket lien on vehicles and equipment; (c) New Mexico Taxation and Revenue Department is owed $2,585,939, secured with a blanket lien on all assets; (d) Volvo Financial Services is owed $186,284 on heavy equipment; (e) Advantage Funding Commercial Capital Corp is owed $113,606 on dump trailers and Kenworth pump trucks; (f) Jeanne Mitchell is now owed approximately $66,000 on real estate; (g) Delaware Leasing Group, LLC is owed $128,000 on Peterbilt trucks; (h) New Mexico Workforce Solutions is owed $24,164 secured with a blanket lien ; (i) Hitachi is owed $13,683.00 on equipment; (j) Stearns Bank is owed $5,625.00 on a Champion truck and trailer; TCS will make adequate protection payments to Celtic as follows: $10,000 for the months of January through March, 2020 and $13,000 for the months of May through June 2020 which payments will pay interest and some principal on the Celtic note in order to compensate Celtic for any possibility of decrease in value of its asserted collateral position. TCS will also provide post-petition, continuing and replacement liens on post-petition assets of the Debtor of the same sort and in the same priority as Celtic asserts it had pre-petition, including liens (in the same priority) on Debtor's post-petition proceeds and profits thereof, to secure the use of cash collateral, said pre- and post-petition liens to be subordinate to RTS' first priority lien on post-petition accounts and accounts receivable and subject to any claims, defenses or avoiding powers that the pre-petition liens of Celtic may be subject to. TCS has also entered into agreements with its purchase money lien creditors to pay the following amounts of adequate protection: (a) Delaware Leasing (collateral eight Peterbilt water hauling semi-trucks) at $5,000 per month for January 2020 and then $10,000 per month from February through June 2020 and the agreement is Court approved; (b) Advantage Funding Commercial Capital Corp (collateral two Armor Lite Belly Dump Trailers and six Kenworth Trucks with Vacuum Pumps) at $2,500 per month and the agreement is pending Court approval; and (c) Volvo Financial Services (two pieces of heavy equipment) at $3,750 per month and the agreement is pending Court approval. TCS proposes to provide post-petition, continuing and replacement liens on postpetition assets of TCS of the same sort and in the same priority as the cash collateral claimants had pre-petition, including liens on TCS' post-petition proceeds and profits thereof, to secure the use of cash collateral. Such post-petition liens having the same validity and priority as the liens existing at the time of the filing of the petition, except that said post-petition liens will be subordinate to RTS' first priority lien on post-petition accounts, accounts receivable and inventory as ordered by the Court on the second longer term basis. TCS proposes to make its premises and operations open to inspection by cash collateral claimants for said claimant to monitor operations and make its books and records open to inspection to the creditors. TCS will also comply with such other measures as the Court may determine to be appropriate to protect the interest of the estate and the cash collateral claimants. A copy of the Motion is available for free at https://tinyurl.com/yy5cuudq from Pacermonitor.com About Trucking and Contracting Services Trucking and Contracting Services, LLC, is a privately held company that primarily operates in the local trucking business. Trucking and Contracting Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11319) on May 31, 2019. In the petition signed by its member/manager, Melissa Acosta, the Debtor was estimated to have assets of less than $50,000 and debts of less than $10 million. Judge Robert H. Jacobvitz is assigned to the case. The Debtor is represented by P. Diane Webb, Esq., at Diane Webb Attorney At Law, P.C. UNITED COMMERCIAL: A.M. Best Affirms B(Fair) FSR, Outlook Negative ------------------------------------------------------------------ AM Best has revised the outlook to negative from stable for the Long-Term Issuer Credit Rating (Long-Term ICR) and affirmed the Financial Strength Rating of B (Fair) and the Long-Term ICR of "bb+" of The Order of United Commercial Travelers of America (UCT) (Columbus, OH). The outlook of the FSR remains stable. The Credit Ratings (ratings) reflect UCT's balance sheet strength, which AM Best categorizes as strong, as well as its weak operating performance, limited business profile and marginal enterprise risk management (ERM). The negative Long-Term ICR outlook reflects a decline in direct premiums written, negatively trending net income, a deteriorating business profile and modestly declining surplus through Sept. 30, 2019. AM Best also notes that the company maintains an overall small absolute level of capital, which together with its limited financial flexibility and lack of diversification has the potential to magnify the impact of unfavorable operating trends on risk-adjusted capitalization. Additionally, the company maintains modest market positions in a highly competitive accident & health segment in which many of its competitors enjoy significant scale advantages, which limits UCT's business profile. Partially offsetting rating factors include UCT's currently favorable level of risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), in support of its insurance and investment risks due to a conservative investment portfolio and the extensive use of reinsurance. AM Best also notes that UCT has implemented an insurance oversight board to manage its strategic planning, mitigate risks and provide industry expertise. While the company has made strategic business shifts in products and distribution, the full impact has yet to be realized. UNITED METHODIST: Scott Buying Lawrenceville Vacant Lot for $3.5K ----------------------------------------------------------------- The United Methodist Village, Inc., asks the U.S. Bankruptcy Court for the Southern District of Illinois to authorize the sale of the vacant lot located at 1515 16th Street, Lawrenceville, Illinois to Angela Scott for $3,500. The Debtor owns the real estate. It originally valued the real estate at $4,794 based on the value assessed by Lawrence County, Illinois. The land is unencumbered. On Sept. 6, 2019, the Debtor and the Buyer entered into an Agreement for the sale of the vacant lot for $3,500. In addition, the Buyer agreed to pay $500 towards the closing costs. The Purchaser is not affiliated with the Seller. The Debtor wishes to sell the real estate pursuant to Section 363(b) of the Bankruptcy Code and according to the terms and conditions stated in the Agreement dated Sept. 6, 2019. The net proceeds after the deduction of the closing costs will be segregated in a DIP account for the sole benefit of the unsecured creditors of the bankruptcy estate. The Debtor asks a waiver of the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at http://bankrupt.com/misc/United_Methodist_122_Sales.pdf About The United Methodist Village The United Methodist Village, Inc., is a non-profit nursing home based in Lawrenceville, Illinois. The United Methodist Village, Inc. filed for bankruptcy protection under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on Feb. 22, 2019. In the petition signed by Ashli Wesley, administrator, the Debtor disclosed $13,779,571 in assets and $7,164,533 in liabilities. The case has been assigned to Judge Laura K. Grandy. Roy J. Dent, Esq., at Dent Law Office, Ltd., is the Debtor's counsel. WAVE WOOD: Court Approves Chapter 11 Trustee Appointment -------------------------------------------------------- Judge Jacqueline P. Cox has approved the appointment of Joseph E. Cohen as Chapter 11 Trustee in the case of Wave Woods Product, LLC. As reported in the TCR, Patrick S. Layng, United States Trustee for the Northern District of Illinois, asked the Court to direct an order approving the appointment of a Chapter 11 trustee in the case of Wave Wood. A full-text copy of the order is available at https://tinyurl.com/y6jfr3d2 PacerMonitor.com at no charge. Wave Wood Products, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-25360) on Sept. 8, 2019, and is represented by Penelope N. Bach, Esq., at Bach Law Offices, Inc. WHISTLER ENERGY: Clawback Suit vs Baker Hughes Goes to Trial ------------------------------------------------------------ In the case captioned H. KENNETH LEFOLDT, JR., TRUSTEE, Plaintiff, v. BAKER HUGHES OILFIELD OPERATIONS, LLC, Defendant, Adv. P. No. 18-1028 (Bankr. E.D. La.), Bankruptcy Judge Jerry A. Brown granted in part and denied in part the motion filed by H. Kenneth Lefoldt, Jr., Trustee of the Whistler Energy II, LLC Litigation Trust, asking the Court to grant summary judgment to the Trustee on his complaint to recover property of the estate under 11 U.S.C. section 547. The Trustee seeks to recover $968,017.16 that the debtor paid Baker Hughes during the 90 days preceding the filing of the bankruptcy petition. Baker Hughes filed an answer with a demand for a jury trial as well as a motion to withdraw the reference of this case. During the course of a hearing on a discovery motion, Baker Hughes asserted that in addition to the other defenses that it was raising to the Trustee's claim, it did not agree that the debtor was insolvent at the time of the transfer. Because there were two other similar adversary proceedings pending before the court at that time in which the defendants had also contested insolvency of the debtor, the court determined that it would conduct a bench trial as to the insolvency question, so as to only have to make that determination one time, and to reduce the chances of inconsistent results. The trustee then filed a motion for summary judgment as to the other parts of his complaint, which was heard on December 5, 2018. The matter was taken under advisement by the court. After that hearing, the defendants in the other adversary proceedings decided that they would not contest the insolvency of the debtor after all, so the bench trial was canceled. The Trustee then filed a supplemental motion for summary judgment to address the insolvency issue, the parties in this matter then submitted additional briefing on the insolvency portion of their arguments, and the entire matter was taken under advisement. Because Baker Hughes does not consent to the jurisdiction of this court and has requested a jury trial and withdrawal of the reference of this matter. Baker Hughes contends that the Trustee has not shown that he can prove the required elements of section 547(b). Baker Hughes also raises defenses to the Trustee's claim. These include a new value defense under section 547(c)(1), and an ordinary course of business defense under section 547(c)(2). The defenses to section 547 must be proved by the defendant by a preponderance of the evidence. The parties have filed very lengthy briefs and submitted numerous exhibits, deposition transcripts, and expert reports. Because the Trustee has shown that he is entitled to summary judgment on whether the debtor had an interest in the property transferred, sections 547(b)(1), (b)(2), (b)(4), and (b)(5), as well as the defenses claimed by Baker Hughes as to new value under section 547(c)(1), and the subjective ordinary course of business under section 547(c)(2)(A), the court grants summary judgment as to those portions of the Trustee's complaint. There is a genuine issue of material fact as to whether the debtor was insolvent as of the date of the transfer pursuant to section 547(b)(3), and as to the objective ordinary course of business defense under section 547(c)(2)(B), so summary judgment is denied as to those parts of the motion. A copy of the Court's Memorandum Opinion dated Oct. 10, 2019 is available at https://bit.ly/36g9oqP from Leagle.com. H. Kenneth Lefoldt, as trustee of the Whistler Energy II, LLC Litigation Trust, Plaintiff, represented by Amelia L. Bueche -- Amelia.Bueche@kellyhart.com -- Kelly Hart & Pitre, Louis Middleton Phillips -- louis.phillips@kellyhart.com -- Kelly Hart & Pitre & Patrick M. Shelby -- rick.shelby@kellyhart.com -- Kelly Hart & Pitre LLP. Baker Hughes Oilfield Operations, LLC, Defendant, represented by Greta M. Brouphy -- gbrouphy@hellerdraper.com -- Heller Draper Patrick Horn & Manthey LLC, Douglas S. Draper -- ddraper@hellerdraper.com -- Heller Draper Patrick Horn & Manthey LLC & William Ross Spence -- ross@snowspencelaw.com -- Snow Spence Green LLP. About Whistler Energy II Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC, Scientific Drilling, and Patterson Services, Inc., filed an involuntary Chapter 11 petition against alleged debtor, Houston, Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. Whistler Energy II on May 25, 2016, consented to the Chapter 11 filed and pending before the Honorable Jerry A. Brown in Bankruptcy Court in New Orleans. Romfor Supply, et al., were represented by Stewart F. Peck, Esq., in New Orleans, Louisiana. Whistler Energy II employed Paul J. Goodwine, Esq., and Taylor P. Gay, Esq., at Looper Goodwine; and John P. Melko, Esq., Michael K. Riordan, Esq., and Sharon Beausoleil, Esq., at Gardere Wynne Sewell as counsel; UpShot Services LLC as its claims, noticing and balloting agent; and TDF Partners, LLC's Richard DiMichele as its chief restructuring officer. The Official Committee of Unsecured Creditors retained Stewart F. Peck, Esq., Christopher Caplinger, Esq., Benjamin W. Kadden, Esq., Joseph P. Briggett, Esq., and Erin R. Rosenberg, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, as counsel. WORLD ACCEPTANCE: S&P Lowers ICR to 'B'; Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on World Acceptance Corp. to 'B' from 'B+'. The outlook is negative. World Acceptance Corp.'s leverage has increased to 1.3x debt to adjusted total equity as of Sept. 30, 2019, from 0.6x as of June 30, 2019. The company significantly increased debt in the period, primarily using the proceeds to repurchase equity. Currently, the company has drawn roughly $519 million on its revolving credit facility, up from $326 million as of June 30. During the same period, the company's equity decreased to $395 million from $550 million. The negative outlook reflects the company's close proximity to its fixed charge proxy covenant, which if breached without an amendment or waiver would result in an event of default and permit creditors to accelerate the debt. S&P's base-case scenario assumes the company operates with charge-offs below 17% and with leverage of 1.0x-1.5x debt to adjusted total equity, while improving its covenant cushions. "We could revise the outlook to stable if the company is able to improve operating performance and covenant cushions for the foreseeable future. We view an upgrade as unlikely at this time," S&P said. "We could downgrade the company if operating or credit performance further deteriorates, or if the company breaches one of the covenants on its revolving credit facility. We could also downgrade the company if it does not improve its covenant cushions," the rating agency said. WSLD LLC: Plan & Disclosures Due Jan. 21, 2020 ---------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, granted debtor WSLD LLC until Jan. 21, 2020, to file a Plan and Disclosure Statement. About WSLD LLC WSLD LLC, a privately held company in Tampa, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-08916) on Sept. 20, 2019. In the petition signed by Jason Mitow, authorized representative, the Debtor was estimated to have assets of between $50,000 and $100,000 and liabilities of between $1 million and $10 million. McIntyre Thanasides Bringgold Elliott Grimaldo Guito & Matthews, P.A., represents the Debtor. ZENERGY BRANDS: Gets Nod on $2-Mil Financing, Cash Collateral Use ----------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Zenergy Brands, Inc. and its debtor affiliates to obtain extensions of credit from the Lender, TCA Special Situations Credit Strategies ICAV, under the DIP Facility on an interim basis up to an aggregate principal amount of $1,982,290 at any one time outstanding in accordance with the Interim Financing Agreement and use cash collateral, as well as the use advances of credit under the DIP Facility. The Debtor are authorized to use cash collateral until the Revolving Loan Maturity Date. The Debtor may use cash solely to meet payroll (other than severance) and to pay expenses critical to the preservation of the Debtor and its estate as agreed by the Lender, in its sole discretion, in each case in accordance with the terms and provisions of the Budget. The Lender is granted, continuing valid, binding, enforceable, non-avoidable and automatically and properly perfected post-petition security interests in and liens on any and all presently owned and hereafter acquired assets and real and personal property of the Debtor. The Lender is also granted an allowed superpriority administrative expense claim in the Case and any Successor Case for all DIP Obligations. The DIP Superpriority Claim will (i) be subject and subordinate to the DIP Carve Out, (ii) be pari passu with the Prepetition Senior Liens, and (iii) otherwise have priority over any and all administrative expenses of the kinds specified in or ordered pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code, as provided under Section 364(c)(1) of the Bankruptcy Code. Upon entry of the Final Order, the DIP Superpriority Claim will be payable from or have recourse to Avoidance Actions. As of the Petition Date, the Debtor has outstanding senior secured debt evidenced by the Prepetition Senior Debenture Documents by and among (a) the Debtor, (b) the Guarantors, (c) Alex Rodriguez, and (d) TCA Global Credit Master Fund, L.P. (Prepetition Senior Creditor). The aggregate outstanding principal amount owed by the Debtor under the Prepetition Senior Debenture Documents was not less than $2,622,468. The Prepetition Senior Creditor is granted valid and perfected replacement and additional security interests in, and liens on all of the Debtors' right, title and interest in, to and under all DIP Collateral to the extent of any diminution in value of its collateral . The Adequate Protection Liens granted to the Prepetition Senior Creditor will secure diminution in value Prepetition Senior Creditor's collateral. The Prepetition Senior Creditor is also granted an allowed administrative claim against the Debtors' estate under Sections 503 and 507(b) of the Bankruptcy Code to the extent that the Adequate Protection Liens do not adequately protect against any diminution in the value in the aggregate of the Prepetition Senior Creditor's interests in the Prepetition Collateral. The Debtor will pay to the Prepetition Senior Creditor $90,000 upon the entry of the Final Order and as otherwise set forth in the Interim Order. In addition to the amounts identified in the Budget, the Debtor will pay, upon entry of the Final Order, the postpetition reasonable and documented fees, costs and expenses incurred by the Prepetition Senior Creditor and the reasonable and documented fees, costs and expenses of its respective legal advisors, specifically: (i) Shraiberg, Landau & Page P.A. and (ii) Lucosky Brookman. A copy of the Interim Order is available for free at http://bankrupt.com/misc/txeb19-42886-61.pdf About Zenergy Brands Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a next-generation energy and technology company engaged in selling energy-conservation products and services to commercial, industrial and municipal customers. It is a business-to-business company whose platform is a combined offering of energy services and smart controls. Zenergy Brands is a public company, fully reporting to the Securities and Exchange Commission and currently trading on the OTCQB. Zenergy Brands and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886) on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total assets of $1,944,089 and liabilities of $8,369,818. The cases have been assigned to Judge Brenda T. Rhoades. The Debtors tapped Foley & Lardner LLP as their legal counsel, and Stretto as their claims, noticing and solicitation agent. The Office of the U.S. Trustee on Nov. 4, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Zenergy Brands Inc. and its affiliates. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB TE 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBV AV 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB GR 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBV SW 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBV* MM 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB GZ 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB TH 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBVEUR EU 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB QT 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBVUSD EU 59,441.0 (8,226.0) 2,673.0 ABBVIE INC-BDR ABBV34 BZ 59,441.0 (8,226.0) 2,673.0 ABSOLUTE SOFTWRE ALSWF US 103.3 (50.6) (27.4) ABSOLUTE SOFTWRE ABT CN 103.3 (50.6) (27.4) ABSOLUTE SOFTWRE OU1 GR 103.3 (50.6) (27.4) ABSOLUTE SOFTWRE ABT2EUR EU 103.3 (50.6) (27.4) AGENUS INC AJ81 GR 174.8 (178.0) (25.8) AGENUS INC AGEN US 174.8 (178.0) (25.8) AGENUS INC AJ81 GZ 174.8 (178.0) (25.8) AGENUS INC AGENUSD EU 174.8 (178.0) (25.8) AGENUS INC AJ81 QT 174.8 (178.0) (25.8) AGENUS INC AJ81 TH 174.8 (178.0) (25.8) AGENUS INC AGENEUR EU 174.8 (178.0) (25.8) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYRIS INC AMRS US 128.1 (203.3) (99.0) AMYRIS INC 3A01 GR 128.1 (203.3) (99.0) AMYRIS INC 3A01 TH 128.1 (203.3) (99.0) AMYRIS INC AMRSUSD EU 128.1 (203.3) (99.0) AMYRIS INC 3A01 QT 128.1 (203.3) (99.0) AMYRIS INC AMRSEUR EU 128.1 (203.3) (99.0) APPLIED DNA SCIE APDNEUR EU 3.0 (1.8) (0.4) AUTODESK INC AUD GR 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK US 4,872.7 (194.3) (1,191.8) AUTODESK INC AUD TH 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSKEUR EU 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSKUSD EU 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK TE 4,872.7 (194.3) (1,191.8) AUTODESK INC AUD GZ 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK AV 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK* MM 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374.0 VALVOLINE INC 0V4 TH 2,064.0 (258.0) 374.0 VALVOLINE INC VVVEUR EU 2,064.0 (258.0) 374.0 VALVOLINE INC 0V4 QT 2,064.0 (258.0) 374.0 VALVOLINE INC VVV US 2,064.0 (258.0) 374.0 VECTOR GROUP LTD VGR US 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGR GR 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGREUR EU 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGRUSD EU 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGR TH 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGR QT 1,486.7 (628.7) 27.5 VERISIGN INC VRS TH 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS GR 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSN US 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS SW 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSN* MM 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSNUSD EU 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS GZ 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSNEUR EU 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS QT 1,886.7 (1,451.9) 337.3 VERISIGN INC-BDR VRSN34 BZ 1,886.7 (1,451.9) 337.3 W&T OFFSHORE INC UWV GR 1,027.1 (257.8) (27.3) W&T OFFSHORE INC WTI US 1,027.1 (257.8) (27.3) W&T OFFSHORE INC UWV SW 1,027.1 (257.8) (27.3) W&T OFFSHORE INC WTI1EUR EU 1,027.1 (257.8) (27.3) W&T OFFSHORE INC WTI1USD EU 1,027.1 (257.8) (27.3) W&T OFFSHORE INC UWV TH 1,027.1 (257.8) (27.3) WAYFAIR INC- A W US 3,007.6 (682.4) 237.0 WAYFAIR INC- A 1WF QT 3,007.6 (682.4) 237.0 WAYFAIR INC- A 1WF GR 3,007.6 (682.4) 237.0 WAYFAIR INC- A WEUR EU 3,007.6 (682.4) 237.0 WESTERN UNIO-BDR WUNI34 BZ 8,803.7 (19.7) (192.1) WESTERN UNION WU US 8,803.7 (19.7) (192.1) WESTERN UNION W3U GR 8,803.7 (19.7) (192.1) WESTERN UNION W3U TH 8,803.7 (19.7) (192.1) WESTERN UNION WU* MM 8,803.7 (19.7) (192.1) WESTERN UNION WUUSD EU 8,803.7 (19.7) (192.1) WESTERN UNION W3U GZ 8,803.7 (19.7) (192.1) WESTERN UNION WUEUR EU 8,803.7 (19.7) (192.1) WESTERN UNION W3U QT 8,803.7 (19.7) (192.1) WIDEOPENWEST INC WOW1USD EU 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WOW US 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WU5 TH 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WU5 GR 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WOW1EUR EU 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WU5 QT 2,469.0 (267.5) (95.5) WINGSTOP INC WING1EUR EU 168.1 (211.6) (4.8) WINGSTOP INC WING US 168.1 (211.6) (4.8) WINGSTOP INC EWG GR 168.1 (211.6) (4.8) WINMARK CORP WINA US 48.5 (3.1) 12.6 WINMARK CORP GBZ GR 48.5 (3.1) 12.6 WINMARK CORP WINAUSD EU 48.5 (3.1) 12.6 WORKHORSE GROUP WKHSUSD EU 35.7 (45.0) (26.2) WORKHORSE GROUP WKHS US 35.7 (45.0) (26.2) WW INTERNATIONAL WW US 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 GR 1,516.4 (719.9) (35.9) WW INTERNATIONAL WTWUSD EU 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 GZ 1,516.4 (719.9) (35.9) WW INTERNATIONAL WTW AV 1,516.4 (719.9) (35.9) WW INTERNATIONAL WTWEUR EU 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 QT 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 TH 1,516.4 (719.9) (35.9) WYNDHAM DESTINAT WD5 GR 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WD5 TH 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WD5 QT 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WYNEUR EU 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WYND US 7,563.0 (570.0) 499.0 YELLOW PAGES LTD YLWDF US 334.0 (94.9) 40.9 YELLOW PAGES LTD Y CN 334.0 (94.9) 40.9 YELLOW PAGES LTD YMI GR 334.0 (94.9) 40.9 YELLOW PAGES LTD YEUR EU 334.0 (94.9) 40.9 YRC WORLDWIDE IN YRCW US 1,917.1 (380.7) (20.0) YRC WORLDWIDE IN YRCWUSD EU 1,917.1 (380.7) (20.0) YUM! BRANDS -BDR YUMR34 BZ 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR TH 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR GR 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM* MM 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUMUSD SW 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUMUSD EU 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR GZ 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM US 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM AV 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR TE 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUMEUR EU 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR QT 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM SW 5,003.0 (8,097.0) 561.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***