/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200108.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 8, 2020, Vol. 24, No. 7 Headlines 1217 40 STREET LLC: Involuntary Chapter 11 Case Summary 293 FRANKLIN: Feb. 5, 2020 Disclosure Motion Hearing Set 293 FRANKLIN: Unsecured Creditors to Recover 30% in Plan 5171 CAMPBELLS: Court OKs Disc. Statement Subject to Modifications AFFORDABLE BUILDING: Seeks to Hire Bonds Ellis as Special Counsel AIR INDUSTRIES: Signs $19.8 Million Credit Facility with Sterling ALL CARE NOW: Taps Dore Law Offices as Special Counsel ALTA MESA: Noteholders File 2nd Modified Statement ASOCIACION DE PROPIETARIOS: Plan Outline Hearing Reset to Feb. 20 AVEANNA HEALTHCARE: S&P Lowers ICR to 'CCC+'; Outlook Negative BK RACING: Jan. 28, 2020 Plan Confirmation Hearing Set BORDEN DAIRY: Files for Chapter 11 to Facilitate Restructuring CAMBER ENERGY: Regains Compliance with All NYSE Listing Standards CARDINAL HOMES: DIP Loan from Kituwah Approved on Final Basis CBAK ENERGY: Completes $1.67 Million Note Financing with Atlas CHRIST THE CORNERSTONE: Plan & Disclosures Due June 29, 2020 COLT V. LLC: Voluntary Chapter 11 Case Summary CONSTELLIS HOLDINGS: S&P Lowers ICR to 'SD' on Missed Payment COOL HOLDINGS: Hires Restructuring Consultants CORALREEF PRODUCTION: Unsecureds to Get 50% of NOI for 5 Years DONAVAN L. PIERCE: Cooks Buying New Braunfels Homestead for $295K DORIAN LPG: BW Euroholdings Lowers Stake to 5.3% as of Jan. 6 DOUBLE L FARMS: Proposes Sale of Dairy Cows & Dairy Calves DTE ENERGY: Moody's Alters Outlook on Ba1 Sec. Bonds to Positive EMERGE ENERGY: Adds List of Compensation for Directors & Officers ENERMEX INTERNATIONAL: Voluntary Chapter 11 Case Summary FIN ASSOCIATES: Hires Wagner & Associates as Accountant FIZZ & BUBBLE: Committee Hires Leonard Law as Counsel FLOORS TODAY: Unsecureds to Recover 6% to 9% under Plan GASPER RICE: To Seek Plan Confirmation on Jan. 14 GAUCHO GROUP: HBH to Prepay up to $400K Under Expense Sharing Deal GENESEE & WYOMING: S&P Raises ICR to BB+; Rating Off Watch Pos. GIGA WATT: Jan. 23, 2020 Hearing on Committee's Plan Outline GOLASINSKI HOMES: Court Approves Disclosure Statement GRABIT INC: Gets Interim Nod on $475K DIP Loan from Burke Porter GRAPHIC TUFTING: Case Summary & 8 Unsecured Creditors GUE LIQUIDATION: Unsecureds to Get Payouts From $4.2M Settlement GULF COAST: Court Confirms Reorganization Plan HILLJE MUSIC: Case Summary & 11 Unsecured Creditors HOLLISTER CONSTRUCTION: Hires SM Law PC as Special Counsel JUST ONE MORE: Seeks to Hire Raymond James as Investment Banker K3D PROPERTY: Seeks to Hire Fox Law as Legal Counsel LAREDO PETROLEUM: Moody's Rates New $450MM Unsec. Notes Due 2025 B3 LARRY CARR: Fifth Third Objection Resolved; Plan Confirmed LAZER CONSTRUCTION: Plan to Pay Unsec. Claims in Full in 5 Years LIGADO NETWORKS: Mulls Debt Restructuring, Taps Moelis LITTLE YORK: Seeks to Hire Spector & Cox as Counsel LJ AUTOMOTIVE: Hires Demetrius J. Parrish, Jr. as Attorney LONGHORN PAVING: Seeks to Hire Marcos D. Oliva as New Counsel LOOKOUT RIDGE: Voluntary Chapter 11 Case Summary LOTUS RESEARCH: Voluntary Chapter 11 Case Summary MAGNUM CONSTRUCTION: Plan Administrator Hires Wargo & French MAXAR TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'B' ICR MDC HOLDINGS: Moody's Assigns Ba2 Rating to Proposed $300MM Notes MDC HOLDINGS: S&P Rates New $300MM Senior Unsecured Notes 'BB+' MEDICAL DIAGNOSTIC: Affiliate Taps Stinson LLP as Legal Counsel MODERN POULTRY: Feb. 13, 2020 Plan Confirmation Hearing Set NEUROPROTEXEON INC: $5M DIP Loan from JMB Capital Gets Interim OK OAKLEY GRADING: Jan. 8, 2020 Disclosure Statement Hearing Set PACIFIC CONSTRUCTION: Withdraws Plan After Errors in MORs PAINTER SANTA: Seeks to Hire NAI Capital as Broker PARKING MANAGEMENT: Plan & Disclosures Due Feb. 14, 2020 PNW HEALTHCARE: Committee Taps Bush Kornfeld as Local Counsel PNW HEALTHCARE: Committee Taps Pepper Hamilton as Legal Counsel PRESIDIO HOLDINGS: Moody's Assigns B2 CFR & Rates 1st Lien Loans B1 PRESIDIO LLC: S&P Lowers ICR to 'B' on Leveraged Buyout PUBLISHED PAGE: Seeks to Hire Joyce W. Lindauer as Legal Counsel R K BROTHERS: Case Summary & 7 Unsecured Creditors RAIT FUNDING: Jan. 29, 2020 Plan Confirmation Hearing Set RAIT FUNDING: Unsecured Creditors to Get 100% in Liquidating Plan RIVERBEND ENVIRONMENTAL: Hires Craig M. Geno as Attorney RIVERBEND ENVIRONMENTAL: Hires JWS & Associates as Consultant RIVERBEND FOODS: Panel Hires Giuliano Miller as Financial Advisor RIVORE METALS: Proposes Sale of Inventory SAAD MARKETING: Shriji Buying All Assets for $65K SAN LUIS & RIO: Trustee Taps Markus Williams as Legal Counsel SCOOBEEZ INC: Seeks to Hire OKeefe & Associates as Special Counsel SELECTA BIOSCIENCES: EcoR1 Capital Has 7.8% Stake as of Dec. 23 SELECTA BIOSCIENCES: Timothy Springer Reports 17% Stake SILICON HILLS CAMPUS: Case Summary & 19 Unsecured Creditors SOUTHCROSS ENERGY: Young Conaway, Willkie Update Lenders Group SPYBAR MANAGEMENT: Court Confirms Plan of Reorganization TBH19 LLC: Seeks to Hire Agency RE as Real Estate Broker TEMPLE - 2358: U.S. Trustee Objects to Disclosure Statement TIME DEFINITE: Seeks to Hire Silverman as Consultant TIOGA INDEPENDENT SCHOOL: S&P Lowers GO Debt Rating to 'BB' TNR HOLDINGS: Court Approves Second Supplemental DIP Motion TNR HOLDINGS: Seeks Additional DIP Funds from Hancock Whitney TOUGH MUDDER: Involuntary Chapter 11 Case Summary TOWN SPORTS: Will Acquire Flywheel Sport's Studio Business UBIOME INC: Psomagen-Macrogen Consortium Acquires Patents, Data VALLEY ECONOMIC: Small Biz. Lender Files Liquidating Plan WOODLAWN COMMUNITY: Trustee Taps Levenfeld as Special Counsel XTL INC: Seeks to Hire Mitchell & Associates as Expert Witness XTL INC: Seeks to Hire Whitfield Law as Special Counsel ********* 1217 40 STREET LLC: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: 1217 40 Street, LLC 1217 40 Street Brooklyn, NY 11218-0000 Case Number: 20-40063 Business Description: 1217 40 Street, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Involuntary Chapter 11 Petition Date: January 6, 2020 Court: United States Bankruptcy Court Eastern District of New York Judge: Hon. Nancy Hershey Lord Petitioner: FM 9-12 Trust 1266 36th Street, Suite 2 Brooklyn, NY 11218 Petitioner's Nature of Claim & Claim Amount: Unpaid Mortgage Loan $1,514,055 Petitioner's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235-0000 Tel: 718-513-3145 Email: alla@kachanlaw.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://is.gd/P8Lw4R 293 FRANKLIN: Feb. 5, 2020 Disclosure Motion Hearing Set -------------------------------------------------------- Debtors 293 Franklin LLC, Enterprise Community Funding LLC and 108 Wallabout 5A Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a motion for entry of an order approving the Debtors' Disclosure Statement with respect to Joint Plan of Reorganization. A hearing will be held before the Honorable Carla E. Craig, Chief United States Bankruptcy Judge, in her Courtroom located at the United States Bankruptcy Court for the Eastern District of New York, located at 271-C Cadman Plaza East - Suite 1595, Brooklyn, New York 11201 on February 5, 2020, at 2:30 p.m. January 29, 2020, at 5:00 p.m. is the deadline for responses or objections to the Motion or any of the relief requested therein by Debtors. About 293 Franklin, LLC, et al. 293 Franklin, LLC, et al., are real estate holding companies. 293 Franklin owns real property located at 293 Franklin Avenue, Brooklyn, New York 11205. The 293 Property is multi-family residential building consisting of eight units. Enterprise Community Funding, LLC owns two residential real properties: a condominium unit located at 28 Lynch Street, Unit 3L, Brooklyn, New York, 11206 and a condominium unit located at 23 Walton Street, Unit 15C Brooklyn, New York, 11206. 108 Wallabout 5A Corp. owns a condominium unit located at 108 Wallabout Street, Unit 5A, Brooklyn, New York 11249. Mike Kohn is the sole member of 293 Franklin and Enterprise and the sole shareholder and president of 108 Wallabout. Mr. Kohn and his family members reside in the Lynch Property, the Walton Property and the Wallabout Property. The Debtors commenced these bankruptcy cases because they are victims of the predatory lending practices of MLF3 Wallabout LLC. Chapter 11 bankruptcy petitions were filed by 293 Franklin, LLC, (Bankr. E.D.N.Y. Case No. 19-45035), Enterprise Community Funding, LLC (Case No. 19-45036) and 108 Wallabout 5A Corp. (Case No. 19-45037) on August 21, 2019. The Hon. Carla E. Craig oversees the cases. Lawyers at Westerman Ball Ederer Miller Zucker & Sharfstein, LLP serves as counsel to the Debtors. In the petitions signed by Mike Kohn, sole member, 293 Franklin and Enterprise Community Funding listed $1 million to $10 million in both assets and liabilities. 108 Wallabout 5A Corp. listed under $1 million in assets; and $1 million to $10 million in liabilities. 293 FRANKLIN: Unsecured Creditors to Recover 30% in Plan -------------------------------------------------------- Debtors 293 Franklin LLC, Enterprise Community Funding LLC, and 108 Wallabout 5A Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement in connection with the proposed joint plan of reorganization dated December 2, 2019. Class 4 consists of the holders of all Allowed, non-priority Unsecured Claims against any Debtor. All Class 4 Claims Allowed as of the Effective Date will be paid a 30 percent distribution on such Allowed Class 4 Claims on the earlier of the date that all Class 1A, Class 2 and Class 3 Claims are paid in full and the Ditech Loan Documents have been reinstated in accordance with the Plan, or the Final Payment Date. To the extent any Class 4 Claim is a Disputed Claim as of the Final Payment Date, the full amount of such Disputed Claim shall be reserved in the Disputed Claims Reserve until resolution of such Disputed Claim. Class 5 consists of holders of Interests. Holders of Class 5 Interests shall retain their interests in the Debtors as set forth in the Disclosure Statement. In addition, all funds remaining after the payment of all Allowed Claims in full, if any, shall be allocated equally among the Debtors and remitted to the Interest Holders according to their Interests in each such Debtor. All Cash necessary for Debtors to make distributions and payments required under the Plan to Holders of Allowed Claims will be paid by the Plan Funder from refinancing or sale of one or more of the Properties or from a distribution from the Plan Funder. The Plan proposes to pay all secured creditors in full up to the value of the Debtors' Properties within four years, with interest at the rate of 8% per annum paid in monthly installments, and thereafter a 30% distribution to Holders of Allowed Unsecured Claims, either through refinancing of one or more of the Properties, sale of one or more of the Properties and/or distributions from the Plan Funder. The Plan also states that once Ditech’s Class 1B secured claim is Allowed, all accrued and unpaid interest will be paid in full and the Ditech Loan Documents reinstated in according to their terms. The Joint Plan, among other things, proposes Alliance Private Capital Group, LLC, with Mike Kohn as the sole member, as Plan Funder. Alliance has and will have sufficient net income to fund the Joint Plan, both in the short term and long term. A full-text copy of the disclosure statement is available at https://tinyurl.com/vne7lg6 from PacerMonitor.com at no charge. The Debtors are represented by: WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP Thomas A. Draghi, Esq. Mickee M. Hennessy, Esq. 1201 RXR Plaza Uniondale, New York 11556 Telephone: (516) 622-9200 E-mail: tdraghi@westermanlllp.com mhennessy@westermanllp.com About 293 Franklin, LLC, et al. 293 Franklin, LLC, et al., are real estate holding companies. 293 Franklin owns real property located at 293 Franklin Avenue, Brooklyn, New York 11205. The 293 Property is multi-family residential building consisting of eight units. Enterprise Community Funding, LLC owns two residential real properties: a condominium unit located at 28 Lynch Street, Unit 3L, Brooklyn, New York, 11206 and a condominium unit located at 23 Walton Street, Unit 15C Brooklyn, New York, 11206. 108 Wallabout 5A Corp. owns a condominium unit located at 108 Wallabout Street, Unit 5A, Brooklyn, New York 11249. Mike Kohn is the sole member of 293 Franklin and Enterprise and the sole shareholder and president of 108 Wallabout. Mr. Kohn and his family members reside in the Lynch Property, the Walton Property and the Wallabout Property. The Debtors commenced these bankruptcy cases because they are victims of the predatory lending practices of MLF3 Wallabout LLC. Chapter 11 bankruptcy petitions were filed by 293 Franklin, LLC, (Bankr. E.D.N.Y. Case No. 19-45035), Enterprise Community Funding, LLC (Case No. 19-45036) and 108 Wallabout 5A Corp. (Case No. 19-45037) on August 21, 2019. The Hon. Carla E. Craig oversees the cases. Lawyers at Westerman Ball Ederer Miller Zucker & Sharfstein, LLP serves as counsel to the Debtors. In the petitions signed by Mike Kohn, sole member, 293 Franklin and Enterprise Community Funding listed $1 million to $10 million in both assets and liabilities. 108 Wallabout 5A Corp. listed under $1 million in assets; and $1 million to $10 million in liabilities. 5171 CAMPBELLS: Court OKs Disc. Statement Subject to Modifications ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Pennsylvania convened a hearing to consider approval of the Disclosure Statement relating to the Plan of Reorganization dated November 12, 2019, filed by debtor 5171 Campbell Land Co., Inc. On December 17, 2019, Judge Carlota M. Bohm approved the disclosure statement subject to the following modifications: * The Commonwealth of Pennsylvania Department of Labor and Industry, Unemployment Compensation Fund shall have a liquidated priority claim in the amount $39,541.88; * L-Four, L.P. shall have a disputed, unsecured claim in the amount of $3,988,866.76; and * Ronald G. Linaburg shall have a disputed unsecured claim in the amount of $1,350,000.00. A full-text copy of the Disclosure Statement Order is available at https://tinyurl.com/v8v3v77 from PacerMonitor.com at no charge. About 5171 Campbells Based in Rankin, Pennsylvania, 5171 Campbells Land Co., Inc., is a privately-held company that operates in the restaurant industry. 5171 Campbells filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-22715) on July 8, 2019. The petition was signed by William T. Kane, president. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Robert O. Lampl, Esq., in Pittsburgh. The U.S Trustee for Region 3 appointed a committee of unsecured creditors on Aug. 1, 2019. AFFORDABLE BUILDING: Seeks to Hire Bonds Ellis as Special Counsel ----------------------------------------------------------------- Affordable Building Systems, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Bonds Ellis Eppich Schafer Jones LLP as its special counsel. The Debtor needs the firm's legal assistance to address issues concerning the amount owed by its tenant, IGS Manufacturing Worldwide, LLC, and the ownership of the Stramit strawboard machine at the facility it leased to IGS. Bonds Ellis' hourly fees range from $275 to $400. The Debtor has agreed to pay $5,000 as an initial retainer and another $5,000 retainer should a lawsuit be necessary. Bonds Ellis neither holds nor represents any interest adverse to the Debtor, according to court filings. The firm can be reached through: Bryan C. Assink, Esq. Bonds Ellis Eppich Schafer Jones LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Phone: (817) 405-6900 Fax: (817) 405-6902 Email: Bryan.assink@bondsellis.com About Affordable Building Affordable Building Systems, LLC, doing business as Durra Building Systems, sought Chapter 11 protection (bankr. E.D. Tex. Case No. 11-43655) on Dec. 5, 2011. In the petition signed by John Parker Burg, president, the Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor tapped the Law Office of Donald Johnston as its legal counsel; Melvyn A. Wittmaack as accountant; and Bonds Ellis Eppich Schafer Jones LLP as special counsel. AIR INDUSTRIES: Signs $19.8 Million Credit Facility with Sterling ----------------------------------------------------------------- Air Industries Group and its wholly-owned subsidiaries entered into a loan and security agreement on Dec. 31, 2019, with Sterling National Bank. The Loan Agreement provides the Company's operating subsidiaries with maximum borrowings under Revolving Loans of $16,000,000 (which includes an inventory sub-limit of $11,000,000) but limited to the Borrowing Base and a Term Loan in the amount of $3,800,000. To secure payment of all amounts payable to lender under the Loan Agreement, the Company and the Borrowers have granted the Lender a first priority security interest in all of their respective assets, and the Company has pledged to the Lender the equity interests in its subsidiaries. The Company also has guaranteed the payment of all Obligations under the Credit Agreement. Under the terms of the Loan Agreement, the Revolving Note and Term Note bear interest at a per annum rate equal to the greater of the LIBOR Rate and one percent (1.0%) plus two and one/half percent (2.5%). In addition, the Company paid the Lender a commitment fee of $99,000, or one-half of one percent of the Total Facility of $19,800,000. The Company also must pay the Lender an unused line fee, determined on a daily basis, in an amount equal to one-quarter of one percent per annum multiplied by the amount by which $16,000,000 exceeds the sum of the average daily outstanding amount of Revolving Loans during the immediately preceding calendar month (prorated if determined on a shorter basis) and a collateral monitoring fee of $1,000 per month . The Maturity Date of the Revolving Note and Term Note is Dec. 30, 2022, or Sept. 30, 2020 if prior thereto the Company fails to extend the maturity date of its Subordinated Debt then outstanding to a date having a maturity date not less than six months after Dec. 30, 2022 unless such Subordinated Debt is converted into common stock, in each case pursuant to documentation satisfactory to Lender. Accordingly, Michael Taglich, Robert Taglich, Taglich Brothers, Inc., and individuals with which they jointly held certain notes entered into Subordination Agreements acceptable to the Lender and extended the maturity date of notes of the Company held by them to Dec. 31, 2020. The Company's receivables will continue to be payable directly into a lockbox controlled by the Lender (subject to the terms of the Loan Agreement). Each day, the Company's cash collections are swept directly by the bank to reduce the balance owed under the Revolving Note and the Company's operating subsidiaries can then borrow according to a Borrowing Base. As such, the Company generally has no cash on hand. The Term Loan is repayable in consecutive monthly principal installments of approximately $45,000, plus accrued interest, plus a final payment of any unpaid balance of principal and interest payable on the Termination Date. Additionally, there is a prepayment equal to 25% of Excess Cash Flow, as defined in the Loan Agreement) for each fiscal year commencing the year ending Dec. 31, 2020, payable no later than April 15 of the following fiscal year. Borrowers may prepay the obligations in full and terminate the commitment of the Lender to make loans under the Loan Agreement; provided that the Borrowers pay the Lender, in addition to all other amounts then payable under the Loan Agreement, a prepayment penalty equal to the product of (a) the sum of (1) $16,000,000 plus (ii) the outstanding principal amount of the term loan times (b) one percent. The terms of the Loan Facility require that, among other things, the Company maintain a specified Fixed Charge Coverage Ratio. In addition, the Company is limited in the amount of capital expenditures it may make and in the amount of dividends it can pay its stockholders. Terminates Loan Agreement with PNC On Dec. 31, 2019, the Company terminated its Amended and Restated Loan, Revolving Credit, Term Loan and Security Agreement with PNC Bank, N.A. and paid PNC approximately $15,392,000 in satisfaction of its obligations thereunder. About Air Industries Headquartered in Bay Shore, New York, Air Industries Group is an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors. Air Industries reported a net loss of $10.99 million in 2018 following a net loss of $22.55 million in 2017. As of Sept. 30, 2019, the Company had $50.75 million in total assets, $40.19 million in total liabilities, and $10.56 million in total stockholders' equity. Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook, NJ, the Company's auditor since 2008, 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 has suffered a net loss in 2018 and is dependent upon future issuances of equity or other financing to fund ongoing operations, all of which raise substantial doubt about its ability to continue as a going concern. ALL CARE NOW: Taps Dore Law Offices as Special Counsel ------------------------------------------------------ All Care Now, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to retain Dore Law Offices LLC as its special counsel. Dore Law Offices will continue to represent the Debtor in three separate pre-bankruptcy collection actions filed in the Circuit Court of Cook County, Ill. In those collection actions, the Debtor asserts claims for breach of contract and account stated against healthcare providers, which owe it more than $2.5 million for the pre-bankruptcy services it provided. The hourly rates for the firm's attorneys range from $300 to $350. James Dore, Esq., and John Dore, Esq., the attorneys handling the cases, each charges an hourly fee of $350. Dore Law neither holds nor represents any interest adverse to creditors of the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: James M. Dore, Esq. John N. Dore, Esq. Dore Law Offices LLC 134 North Lasalle Street, #1208 Chicago, IL 60602 Phone: 312-726-8401 Fax: 844-272-4623 Email: james@dorelawoffices.com About All Care Now and Home Health and Infusion Options All Care Now, LLC is a health care provider in Chicago, Ill. ACN is in the business of coordinating necessary clinical care and healthcare services between providers and patients including administrative functions, insurance authorizations, pharmaceutical services, and nursing and physical therapy management. ACN's primary customers are home-health agencies. It does not contract directly with hospitals or doctors. Home Health and Infusion Options, Inc. also known as HHIO -- https://www.hhio.net/ -- provides management services to ACN, including the services of Christopher Kujawski and Devin Barrett as managers, use of facilities and equipment, marketing support, and the use of numerous software licenses used in the operation of ACN's business. ACN and HHIO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 19-33490) on Nov. 25, 2019. The petition was signed by Christopher Kujawski, manager and chief financial officer. At the time of the filing, ACN estimated $1 million to $10 million in both assets and liabilities, while HHIO estimated $100,000 to $500,000 in assets and $1 million to $10 million in debts. Judge Deborah L. Thorne oversees the case. The Debtors are represented by Freeborn & Peters LLP. ALTA MESA: Noteholders File 2nd Modified Statement -------------------------------------------------- In the Chapter 11 cases of Alta Mesa Resources, Inc., et al., the law firms of Rapp & Krock, PC and Davis Polk & Wardwell LLP submitted this second supplemental verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to Counsel's representation of the group of 7.875% senior notes due 2024. In or around February 2019, the Ad Hoc Noteholder Group engaged Davis Polk to represent it in connection with the Members' holdings of Prepetition Unsecured Notes. In September 2019, the Ad Hoc Noteholder Group engaged Rapp & Krock to act as co-counsel in these Chapter 11 Cases. Counsel represents the Ad Hoc Noteholder Group. Counsel also separately represents U.S. Bank National Association, as indenture trustee to the Prepetition Unsecured Notes, as special restructuring counsel. Additionally, the Trustee is also represented by Blank Rome LLP. Counsel does not represent or purport to represent any other entity or entities in connection with the Chapter 11 Cases. In addition, the Ad Hoc Noteholder Group does not claim or purport to represent any other entity and undertakes no duties or obligations to any entity. On September 12, 2019, Counsel submitted the Verified Statement of Davis Polk & Wardwell LLP and Rapp & Krock, PC Pursuant to Federal Rule of Bankruptcy Procedure 2019 [ECF No. 55]. On October 10, 2019, Counsel submitted the First Supplemental Verified Statement of Davis Polk & Wardwell LLP and Rapp & Krock, PC Pursuant to Federal Rule of Bankruptcy Procedure 2019 [ECF No. 273]. Counsel submits this Second Supplemental Statement to update information regarding the Ad Hoc Noteholder Group's membership, legal representation and the disclosable economic interests currently held by its members. The Members of the Ad Hoc Noteholder Group, collectively, beneficially own or manage approximately $467,010,000 million in aggregate principal amount of Prepetition Unsecured Notes as set forth on Exhibit A hereto. As of Jan. 2, 2020, members of the Ad Hoc Noteholder Group and their disclosable economic interests are: (1) BAIN CAPITAL CREDIT, LP 200 Clarendon Street Boston, MA 02116 * $32,470,000 in aggregate principal amount of Prepetition Unsecured Notes (2) FIREFLY VALUE PARTNERS, LP 601 West 26th Street, Suite 1250 New York, NY 10001 * $15,445,000 in aggregate principal amount of Prepetition Unsecured Notes (3) LEROY DH, L.P. 9 West 57th Street, 37th Floor New York, NY 10019 * $126,825,000 in aggregate principal amount of Prepetition Unsecured Notes (4) PGIM, INC. 655 Broad Street, 7th Floor Newark, NJ 07102 * $241,091,000 in aggregate principal amount of Prepetition Unsecured Notes (5) WILKS BROTHERS, LLC 17010 IH 20 Cisco, TX 76437 * $51,179,000 in aggregate principal amount of Prepetition Unsecured Notes Counsel submits this Second Supplemental Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Counsel's representation of the Ad Hoc Noteholder Group. Counsel to the Ad Hoc Noteholder Group and the Trustee can be reached at: RAPP & KROCK, PC Henry Flores, Esq. Kenneth Krock, Esq. 1980 Post Oak Blvd, Suite 1200 Houston, TX 77056 Telephone: (713)759-9977 Facsimile: (713)759-9967 Email: hflores@rappandkrock.com kkrock@rappandkrock.com - and - DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Angela M. Libby, Esq. Stephanie P. Massman, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212)450-4000 Facsimile: (212)701-5800 E-mail: damian.schaible@davispolk.com angela.libby@davispolk.com stephanie.massman@davispolk.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/9It5Yh About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ASOCIACION DE PROPIETARIOS: Plan Outline Hearing Reset to Feb. 20 ------------------------------------------------------------------ Debtor-in-possession Asociacion de Propietarios Condominio Radio Centro filed a motion with the U.S. Bankruptcy Court for the District of Puerto Rico to enter an order rescheduling the hearing to consider approval of its Amended Disclosure Statement. At the Debtor's behest, the Judge ordered that the hearing scheduled for Jan. 22, 2020, is rescheduled for Feb. 20, 2020 at 9:30 a.m. The Debtor is represented by: GLORIA M. JUSTINIANO Ensanche Martinez 8 Ramirez Silva St. Mayaguez, PR 00680 Tel: (787) 222-9272 E-mail: justinianolaw@gmail.com About Asociacion De Propietarios Condominio Radio Centro Asociacion De Propietarios Condominio Radio Centro sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-02202) on April 23, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. Gloria Justiniano Irizarry, Esq., at JUSTINIANO'S LAW OFFICE, is the Debtor's counsel. AVEANNA HEALTHCARE: S&P Lowers ICR to 'CCC+'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on pediatric home care provider Aveanna Healthcare LLC to 'CCC+' from 'B-'. At the same time S&P lowered its issue-level ratings on Aveanna's senior secured first-lien debt and second-lien debt to 'CCC+' and 'CCC-' from 'B-' and 'CCC', respectively. The recovery ratings on the debt remain '3' and '6', respectively. The downgrade reflects S&P's increased uncertainty about the company's ability to meet its debt obligations following the termination of its planned acquisition of Maxim Health Service Inc.'s (Maxim; not rated) home care services division. The acquisition, in S&P's view, would have offset weakness in the legacy Aveanna business by providing new sponsor equity, more liquidity, and better cash flow. Absent these benefits, with the burden of significant acquisition-related expenses, and with prospects for ongoing cash flow deficits, S&P believes Aveanna's liquidity will be weakened, and it will face more difficulty meeting its debt obligations. The transaction was terminated due to the uncertain timing of obtaining U.S. Federal Trade Commission's (FTC) approval. S&P's negative rating outlook incorporates the increased risk that Aveanna will be unable to support its high level of debt over time, as well as the risks reflected in the rating agency's base case and the potential that operating performance will not improve, and cash flow does not improve to break-even. Such an outcome would increase the risk of debt restructuring over the next year. "We could lower our rating on Aveanna if operating performance does not improve and if cash flow deficits continue over the next few quarters leading to a further constrained liquidity position," S&P said. "We could revise the outlook to stable if the company's efforts to reduce expenses and improve cash flow is successful, resulting in modest free cash flow," the rating agency said. BK RACING: Jan. 28, 2020 Plan Confirmation Hearing Set ------------------------------------------------------ On Dec. 16, 2019, the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, convened a hearing upon the Disclosure Statement of Matthew W. Smith, Trustee, in connection with Trustee's Plan of Liquidation for BK Racing, LLC filed on Dec. 13, 2019. On Dec. 17, 2019, Judge J. Craig Whitley conditionally approved the Disclosure Statement and established the following dates and deadlines: * Jan. 21, 2020, is fixed as the last day for filing written acceptances or rejections to the Plan. * Dec. 18, 2019, is the deadline for the Trustee to transmit copies of the Plan, the Disclosure Statement, and a ballot conforming to Official Form No. 14 by U.S. mail to all creditors filing proofs of claim and all equity security holders in this case. * Jan. 28, 2020, at 09:30 A.M. is fixed for the hearing on confirmation of the plan at the Charles R. Jonas Federal Building, 401 West Trade Street, Courtroom 1-4, Charlotte, North Carolina 28202. * Jan. 21, 2020, is fixed as the last day for filing written objections to confirmation of the Plan. A full-text copy of the order is available at https://tinyurl.com/vjooo2q from PacerMonitor.com at no charge. About BK Racing BK Racing, LLC, is a Monster Energy NASCAR Cup Series Toyota Racing team headquartered in Charlotte, North Carolina. The team was founded in 2012 after owners Ron Devine and Wayne Press acquired Red Bull Racing. BK Racing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-30241) on Feb. 15, 2018. In its petition signed by Kathy Burch, power of attorney for managing member Brenda Devine, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig J. Whitley oversees the case. The Debtor hired The Henderson Law Firm PLLC as its legal counsel. Matthew W. Smith was appointed to serve as Chapter 11 trustee for the Debtor. The trustee hired Grier Furr & Crisp, PA as his legal counsel, and The Finley Group, Inc. as his financial advisor. BORDEN DAIRY: Files for Chapter 11 to Facilitate Restructuring -------------------------------------------------------------- Borden, one of America's favorite dairy companies founded in 1857, on Jan. 5, 2019, disclosed that it and certain affiliates (collectively, "Borden" or the "Company") have initiated voluntary reorganization proceedings in the District of Delaware under Chapter 11 of the Bankruptcy Code. The Company intends to use the court process to pursue a financial restructuring designed to reduce its current debt load, maximize value and position the Company for long-term success. Borden plans to continue operating in the ordinary course of business, under the court's supervision, and remains focused on being the most service-oriented dairy Company that offers delicious and nutritious products consumers love. "Borden is EBITDA-positive and growing, but we must achieve a more viable capital structure," said Borden CEO Tony Sarsam. "This reorganization will strengthen our position for future prosperity. Over the past 163 years, we have earned the distinction of being one of the most well-recognized and reputable national brands. We remain committed to 'The Borden Difference,' which is our promise to be the most service-oriented dairy Company that puts people first. We will continue serving our customers, employees and other stakeholders and operating business as usual throughout this process." Last year marked several major milestones for the Company, including the revival of Borden's beloved spokescow Elsie, the brand's reintroduction in Ohio, and the launch of several innovative products that earned local and national media acclaim, such as State Fair-inspired milk flavors, Gingerbread Eggnog and Kid Builder. The Company's growth last year outpaced the industry as it increased year-over-year sales. "Despite our numerous achievements during the past 18 months, the Company continues to be impacted by the rising cost of raw milk and market challenges facing the dairy industry," Mr. Sarsam explained. "These challenges have contributed to making our current level of debt unsustainable. For the last few months, we have engaged in discussions with our lenders to evaluate a range of potential strategic plans for the Company. Ultimately, we determined that the best way to protect the Company, for the benefit of all stakeholders, is to reorganize through this court-supervised process." Stressing that it is "business as usual" at Borden, Mr. Sarsam noted that the Company had proactively filed expected motions as part of the court-supervised process, which allow it to pursue day-to-day operations. The Company will be seeking court approval for these requests during the coming days and intends to work closely with creditors, customers and employees to identify value-maximizing restructuring plans that will benefit all stakeholders. "Borden Dairy is a heritage American brand that has been in business since 1857," Mr. Sarsam said. "We have a very tenured workforce of 3,300 people who live and breathe our values of teamwork and creative problem solving, and I am extremely confident and optimistic about our continued success in the future." For additional information about the reorganization, visit www.bordenfinancialreorg.com. About Borden Founded in 1857 by Gail Borden, Jr., Borden -- http://www.bordendairy.com/-- is a heritage American brand that produces more than 35 wholesome and delicious products enjoyed by millions of people every day. Borden was the first company to develop a patent for the process of condensing milk, as well as the first company to use glass milk bottles. In 1936, Elsie became America's favorite spokes-cow, and was recognized in 2000 by AdAge as one of the top 10 advertising icons of the 20th century. Today, Borden is headquartered in Dallas and operates 12 milk processing plants and nearly 100 branches across the U.S. that produce and distribute nearly 500 million gallons of milk annually for customers in the grocery, mass market, club, food service, hospitality, school and convenience store channels. The company's People First culture has inspired decades of loyal tenure among hundreds of the 3,300 people Borden employs. In 2019, Borden landed the No. 16 spot on Forbes' list of America's Most Reputable Companies, highlighting the company's well-earned trust amongst consumers. CAMBER ENERGY: Regains Compliance with All NYSE Listing Standards ----------------------------------------------------------------- Camber Energy, Inc. received a letter from the NYSE American on Jan. 2, 2020, advising the Company that it had regained compliance with all of the NYSE American LLC continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically, effective on Jan. 2, 2020, the Company resolved its previous continued listing deficiency with respect to Section 1003(f)(v) of the Guide, which the Company was previously subject to in July 2019, due to the low trading prices of its common stock. As a result of such compliance, the Company is now in full compliance with all NYSE American continued listing requirements and effective on Jan. 3, 2020, the below compliance (".BC") indicator was removed from the Company's common stock and the Company was removed from the NYSE American list of non-compliance issuers. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. The Company also provides midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition agreement with Lineal Star Holdings LLC. Camber Energy reported net income of $16.64 million for the year ended March 31, 2019, following a net loss of $24.77 million for the year ended March 31, 2018. As of Sept. 30, 2019, the Company had $31.19 million in total assets, $6.15 million in total liabilities, $20.12 million in total temporary equity, and $4.92 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Camber Energy until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CARDINAL HOMES: DIP Loan from Kituwah Approved on Final Basis ------------------------------------------------------------- Judge Kevin R. Huennekens approved on a final basis the motion to obtain post-petition financing from Kituwah, LLC, filed by Alouette Holdings, Inc., parent of Cardinal Homes Inc. Pursuant to the final order, Debtor Alouette is authorized to obtain credit and borrow from the lender, in accordance with the terms of the final order, the DIP Financing Agreement, as amended, and the budget. Both Alouette and Cardinal Homes are party to the DIP Loan and Security Agreement with the DIP lender. The 13-week budget provides for $99,000 in total operating disbursements for the week-ending January 10, 2020, including $55,000 of materials cost and $35,000 of payroll. Total operating disbursements over the 13-week period through February 21, 2020 is estimated at $1,139,000. The Court ruled that, subject to the rights of the pre-petition secured creditors and the rights of the professionals secured by the carve-out, the obligations will constitute administrative expense claims pursuant to Sections 503(b)(1) and 507 of the Bankruptcy Code with priority over any and all administrative expenses, subject and subordinate only to the pre-petition liens and the carve-out. Prior to entry of the final order, the DIP lender and Newtek Small Business Finance, LLC negotiated the following modifications to the DIP Financing Agreement to resolve the separate objections filed by Newtek and the United States Trustee: (1) Lender would increase its purchase price for the assets of Debtor and Cardinal to $5,800,000, payable as follows: $5,500,000 in cash and $300,000 by the assumption of the lender pre-petition loans in the same amount and the release of liability of Debtor and Cardinal for such loans and the cancellation of the deeds of trust on the real property of the Debtor securing such loans. (2) Newtek, Benson Howard, and Lender would consent to the DIP financing priming their pre-petition liens. (3) Newtek would consent to the sale of the assets of the Debtor and Cardinal under Section 363 of the Bankruptcy Code. (4) The timeline for the sale of the assets of the Debtor and Cardinal would close within the 13 week DIP budget period; in other words, the business must continue to be operating. (5) The Debtor, Cardinal and secured creditors (Newtek, Howard and DIP lender) would agree that the procedure to determine the validity of Newtek's lien on the five contested parcels in the Bankruptcy Court would take place after the sale closes. If Lender is the successful bidder, then it would not be a party to the process. If Lender was not the successful bidder, then it would be a party in the process. Newtek can proceed with its motion for relief from the stay for the purpose of sending the notice of corrective affidavit and receiving any objection thereto, but any action in response to the notice and objection would be brought solely in the Bankruptcy Court after the sale closes. A copy of the final order, with the budget, is available at https://is.gd/6PFpvC from PacerMonitor.com free of charge. About Cardinal Homes Cardinal Homes, Inc. -- https://www.cardinalhomes.com/ -- manufactures made-to-order, modular building components for a growing client list of building contractors engaged in residential and light commercial construction projects. Cardinal Homes sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-36275) on December 2, 2019 in Richmond, Virginia. In the petition signed by Bret A. Berneche, CEO, the Debtor listed between $1 million and $10 million in both assets and liabilities. Cardinal Homes was formed in 1970 and is a wholly-owned subsidiary of Alouette Holdings, Inc., a debtor in Chapter 11 Case No. 19-36126-KRH, pending in the U.S. Bankruptcy Court for the Eastern District of Virginia. Judge Kevin R. Huennekens is assigned to the case. Whiteford Taylor & Preston, LLP is the Debtor's counsel. American Legal Claim Services, LLC is the Debtor's notice, claims & balloting agent. CBAK ENERGY: Completes $1.67 Million Note Financing with Atlas -------------------------------------------------------------- CBAK Energy Technology, Inc. entered into a securities purchase agreement with Atlas Sciences, LLC, pursuant to which the Company issued a promissory note to the Lender dated as of Dec. 30, 2019. The Note has an original principal amount of $1,670,000, bears interest at a rate of 10% per annum and will mature 12 months after the Closing Date, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,500,000 after an original issue discount of $150,000 and payment of Lender's expenses of $20,000. The Note provides that, the Company shall have the right to prepay the Note for an amount equal to 125% multiplied by the portion of the Outstanding Balance (as defined in the Note) being prepaid. Beginning on the date that is six months after the Closing Date, the Lender has the right to redeem any amount of the Note up to $250,000 per calendar month. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law and the Lender may accelerate the Note pursuant to which the Outstanding Balance will become immediately due and payable in cash. In addition, so long as the Note is outstanding, in the event the common stock of the Company is delisted from the Nasdaq Stock Market, the Outstanding Balance will automatically be increased by 10%. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $1.95 million for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, CBAK Energy had $110.40 million in total assets, $98.90 million in total liabilities, and $11.50 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. CHRIST THE CORNERSTONE: Plan & Disclosures Due June 29, 2020 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has entered an order directing the debtor Christ the Cornerstone Community Church to file a plan of reorganization and disclosure statement no later than June 29, 2020, and to confirm a plan no later than August 13, 2020. A full-text copy of the Order is available at https://tinyurl.com/ucqdmye from PacerMonitor.com at no charge. About Christ the Cornerstone Community Church Christ the Cornerstone Community Church is a tax-exempt religious organization (as described in 26 U.S.C. Section 501). It owns eight real estate properties (consisting of vacant land and commercial property) in Desoto, Texas, having an aggregate current value of $4.5 million. The Church sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-33649) on Nov. 1, 2019. The Debtor disclosed $4,494,083 in total assets and $555,234 in total liabilities as of the bankruptcy filing. The Hon. Stacey G. Jernigan is the case judge. Areya Holder, Esq., at HOLDER LAW, is the Debtor's counsel. COLT V. LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Colt V., LLC 6900 Whitmore Lake Rd. Whitmore Lake, MI 48189 Business Description: Colt V., LLC owns in fee simple a property located at 6900 Whitmore Lake Rd., Whitmore Lake, MI valued by the Company at $1.7 million. Chapter 11 Petition Date: January 7, 2020 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 20-40179 Debtor's Counsel: David I. Goldstein, Esq. WASHTENAW LEGAL CENTER, PC 4930 Washtenaw Ann Arbor, MI 48108 Tel: (734) 528-9886 E-mail: Dstinger2684@SBCGlobal.net Total Assets: $1,900,000 Total Liabilities: $2,817,129 The petition was signed by Thomas Nowatzke, member. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/z7MKBy CONSTELLIS HOLDINGS: S&P Lowers ICR to 'SD' on Missed Payment ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on the government services provider, Constellis Holdings LLC, to 'SD' (selective default) from 'CC' and its issue-level rating on the company's first-lien credit facility to 'D' from 'CC.' The rating change reflects the missed principal payment and does not change S&P's expectations about Constellis' restructuring its debt in the near term. On Dec. 31, 2019, Constellis defaulted on its first-lien credit facility when it didn't make a $2 million mandatory quarterly principal payment on its $872 million first-lien term loan. S&P views this action as a selective default, given its previous expectation that Constellis would miss its next principal or interest payment as part of the plan laid out when the company entered into its new $110 million priority first-lien term loan. There is no change to S&P's issue-level ratings or recovery ratings on the other, unaffected credit facilities including the new priority term loan and the $215 million second-lien term loan. S&P will review these again in the near future. The company's new credit facility, which S&P rated on Dec. 30, 2019, requires that Constellis present a debt restructuring plan by Feb. 4, 2020, likely resulting in a transaction that the rating agency would view as a distressed exchange or a prepackaged bankruptcy filing. COOL HOLDINGS: Hires Restructuring Consultants ---------------------------------------------- Cool Holdings, Inc., entered into a consulting agreement with Fountain Asset Corp., Cher Holdings Inc. and Mr. Kevin Reid on Dec. 30, 2019. Pursuant to the Consulting Agreement, the Company appointed the Consultants to perform for the benefit of the Company certain services, including advising on the Company's capital restructuring, providing strategic planning, assisting with implementing business planning and strategy as well as financing strategy, and assisting with prospective merger and acquisitions targets. The Consultants have agreed to perform the Services in exchange for a consulting fee payable by the Company through the issuance of an aggregate of 10,000,000 shares of its common stock and warrants to purchase up to an additional 10,000,000 Shares. Each Warrant is exercisable for a period of twelve months from the date of issuance thereof, at a price of $0.05 per Warrant Share. The Consulting Agreement's other provisions include the Consultants being appointed, on an exclusive basis by the Company, to perform the Services as independent contractors without the right or authority to otherwise obligate the Company in any manner. The Consultants and the Company are also obligated to treat as confidential and not disclose important information that is communicated or provided to one of them, by the other, in connection with the performance of the Services. The Consultants, while being permitted to carry on providing similar Services to other companies, are required to notify the Company upon a serious conflict which arises as a result of their consulting activities. The Consulting Agreement will terminate on Feb. 29, 2020, unless otherwise extended by the Company and the Consultants. Amendment Agreements On Dec. 30, 2019, Company also entered into amendment agreements with the Consultants as holders of a principal amount of $1,300,000 of debt pursuant to convertible notes issued in October 2018. The Amendments extend the maturity date of the Convertible Notes until Feb. 29, 2020, and grant each of the Consultants a security interest over the assets of the Company equal to the amount of debt outstanding under their Convertible Note. The Security Interest ranks below the security interest granted to GameStop Corp. pursuant to the promissory note, reimbursement and indemnification agreement and security agreement the Company entered into with GameStop. The Company is obligated to use commercially reasonable efforts to ensure the Security Interest ranks senior to all its other debt. The Consultants and the Company will both use commercially reasonable efforts to enter into a general security agreement, or other applicable customary documentation, by Jan. 31, 2020, to evidence the Security Interest. About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com/-- is a Miami-based company currently comprised of Simply Mac and OneClick, two chains of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs and Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. Cool Holdings reported a net loss of $27.27 million for the year ended Dec. 31, 2018, compared to a net loss of $7.54 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $29.57 million in total assets, $41.07 million in total liabilities, and a total stockholders' deficit of $11.50 million. Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CORALREEF PRODUCTION: Unsecureds to Get 50% of NOI for 5 Years -------------------------------------------------------------- Debtor Coralreef Productions, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, a Combined Plan of Reorganization and Disclosure statement. Class IV Claims consist of Unsecured Creditors who hold Allowed Claims of $2,000 or less, and any Unsecured Creditor who exercises its right to reduce its claim to $2,000. Under the Plan, the Debtor will pay 25% of such Claims on or before 4 months of the Effective Date. As of the Petition Date, the only Unsecured Creditors holding Claims of $2,000 or less were: (a) Packet Express for $1,200; (b) Steve Seneker for $960; (c) Waste Connections for $1,407, and (d) Waste Management for $496.06. In addition, as of the Petition Date, the following Unsecured Creditors held Claims in amounts just over $2,000: (a) 777 Leesburg Pike, LLC for $2,090, (b) Docusign for $2,200; and (c) Douglas Emmett 2008, LLC for $2,148. The Debtor anticipates that each of these claimants will exercise their right to reduce their claims to $2,000. Class V Claims consist of Unsecured Creditors who hold Allowed Claims of more than $2,000. This class is composed of approximately 35 claimants, and together they hold claims of approximately $824,000. Unsecured Creditors with Allowed Claims shall receive a Pro Rata portion of 50% (the "Unsecured Dividend") of the Debtor's NOI over a period of five years, which be paid by the Debtor on or by 60 days after the end of the fiscal year of the Debtor. Each member of this Class shall continue to receive the Unsecured Dividend until the earlier of (i) the completion of the fifth fiscal year after Confirmation of the Plan, or (ii) the Allowed Claim has been paid in full The Holder of the Class VI Interests shall be the Stalking Horse Bidder. On or before 14 days before the Equity Auction, the Stalking Horse Bidder shall provide a Cash deposit to be held by Debtor's counsel in the amount of $25,000 (the Deposit), which shall not be refundable in the event the that the Stalking Horse Bidder fails to close the transaction for a reason not attributable to the Debtor. The proceeds of the Equity Auction shall be used to satisfy or fund the following in order of priority: (i) Allowed Group I Claims, (ii) the Class IV established under Article 3.2.4, and (iii) Reorganized Debtor's working capital needs. The Debtor intends to continue in business by reorganizing its operations and debt structure. In particular, the Debtor anticipates restructuring its operations to shed unprofitable and over-market contracts and leases and implementing a plan to manage its state and federal tax burdens and prepetition debt load. A full-text copy of the Combined Plan and Disclosure Statement is available at https://tinyurl.com/tlnqbsc from PacerMonitor.com at no charge. About Coralreef Coralreef Productions, Inc., d/b/a Nine9 -- https://www.nine9.com/ -- is a casting agency that helps models and actors advance their careers in the entertainment industry. The opportunities range from television, film, commercial, music video, runway, print, and promotional castings and gigs. Coralreef Productions sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-56749) on Nov. 26, 2019. At the time of filing, the Debtor was estimated to have assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. The case is assigned to Hon. Thomas J. Tucker. The Debtor is represented by: MICHAEL E. BAUM LEON N. MAYER SCHAFER AND WEINER, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 E-mail: mbaum@schaferandweiner.com lmayer@schaferandweiner.com DONAVAN L. PIERCE: Cooks Buying New Braunfels Homestead for $295K ----------------------------------------------------------------- Donavan L. Pierce asks the U.S. Bank of the Western District of Texas to authorize the sale of the real property described as 2010 Bluebird Drive, New Braunfels, Texas to Winston and Linda Cook for $295,000, cash. The property is the Debtor's homestead and is exempt from creditors. He proposes to sell the real property to the Buyers. The sale is scheduled to close on Jan. 16, 2019. The sale is a cash sale and the buyers are in a position to close by the scheduled closing date. The Debtor believes that the proposed sales price is substantially less than the real property's market value in the context of such a sale, but is a reasonable value based upon the asset proposed to be sold under the circumstances of the case. The real property has been posted for a Jan. 7, 2020 foreclosure sale. The real property is subject to a mortgage lien to Charles and Valera Walters, c/o Regan Burrus, PLLC in the approximate amount of $240,000. Any outstanding ad valorem taxes, including the 2019 ad valorem taxes, will be paid in full from the sale (at closing). The Debtor is asking permission to pay all reasonable closing costs, including real estate commissions, directly at closing. The net proceeds from the sale Will be the exempt property of the Debtor as provided under State law. The Debtor is asking that the sale be free and clear of all liens, claims and encumbrances. The lien of Charles and Valera Walters and the local ad valorem taxing authorities will automatically attach to the net sales proceeds based upon their pre-petition priority, and paid in full through closing. Should the sale to Winston and Linda Cook fail to close, the Debtor is asking permission to sell the real property to any other third party for the minimum cash sales price in the amount of $295,000. The real property has been posted for a Jan. 7, 2020 non-judicial foreclosure sale by lienholders Charles and Valera Walters and the Debtor is asking that the sale date be pushed back to February 2020 to allow the sale proposed to close. A copy of the Contract is available at https://tinyurl.com/vukpsc4 from PacerMonitor.com free of charge. On June 28, 2019, Donavan L. Pierce filed his voluntary Petition for Relief under Chapter 13 of the U.S. Bankruptcy Code. The case was converted to one under Chapter 11 (Bankr. W.D. Tex. Case No. 19-51528-RBK) on Sept. 25, 2019. DORIAN LPG: BW Euroholdings Lowers Stake to 5.3% as of Jan. 6 ------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, each of Sohmen Family Foundation and BW Group Limited disclosed that it may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 2,917,274 common shares of Dorian LPG Ltd. as of Jan. 6, 2020, which represents 5.3% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares outstanding as of Oct. 25, 2019, according to the Q2 2020 10-Q. As of Jan. 6, 2020, BW Euroholdings Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 2,917,174 Common Shares, which represents 5.3% of the total outstanding Common Shares. As of Jan. 6, 2020, BW LPG Limited and BW LPG Holding Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 100 Common Shares, which represents 0.0% of the total outstanding Common Shares. From Dec. 11, 2019, through Jan. 2, 2020, Euroholdings sold a total of 698,439 Common Shares in open market transactions executed by a broker. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/Xa49fD About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-three modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Dorian LPG reported a net loss of $50.94 million for the year ended March 31, 2019, a net loss of $20.40 million for the year ended March 31, 2018, and a net loss of $1.44 million for the year ended March 31, 2017. As of Sept. 30, 2019, Dorian LPG had $1.64 billion in total assets, $687.83 million in total liabilities, and $954.37 million in total shareholders' equity. DOUBLE L FARMS: Proposes Sale of Dairy Cows & Dairy Calves ---------------------------------------------------------- Double L Farms, Inc., asks the U.S. Bankruptcy Court for the District of Idaho to authorize the sale of dairy cows and, on an ongoing basis, dairy calves. The sale is in the best interest of the estate in to order avoid losses that are anticipated to occur during the winter months due to the high mortality rate of calves born of dairy cows. The Debtor proposes a sale of the dairy cattle at issue upon Court authorization as follows: a. To either surrender to Young & Young Livestock, LLC, sufficient dairy cattle to satisfy Young & Young's lien on the dairy herd, or in the alternative, if a number cannot be agreed upon between Debtor and Young & Young, to sell at public auction, with liens attaching to the proceeds of such auction. b. All future calves born of dairy cows will be sold within 10 days of birth at auction or, with the written consent of Zion's First National Bank, to a private party buyer, as the Debtor in its discretion determines to be in the best interest of the estate. As noted, a sufficient number of dairy cattle will either be (1) surrendered to Young & Young to satisfy its secured claim, Proof of Claim 25, of which $211,425 remains owing, or (2) sold at public auction, with the liens to attach to the proceeds of the sale. If the cows are surrendered to Young & Young, it will be responsible for bearing the cost and liability of picking the cows up at Debtor's dairy located in Jefferson County, Idaho. In the alternative, if a price or number of cows to be surrendered cannot be agreed upon between the Debtor and Young & Young, a sufficient number of dairy cows will be taken to auction and sold, with the proceeds from the sale going to repay Young & Young's lien, which is currently in the amount of $211,425. The Debtor anticipates selling a sufficient number of cattle to satisfy Young & Young's lien. All calves born of dairy cows will be taken to public auction or, with the written permission of Zion's First National Bank, sold to a private party within 10 days of birth. The following creditors may have security interests in the cows, in order of priority: (i) Young & Young (POC 25); (ii) Zion's First National Bank (POC 43); (iii) D.L. Evans Bank (POCs 7 and 8); (iv) DLR Inc. (also known as SNAP Advances) (POC 14); and (v) Intermountain Farmers Association (POC 22). All liens will attach to the net proceeds of the sale, with the proceeds from the sale first applied to the costs of sale, then net proceeds applied to the purchase money security interest and corresponding first lien held by Young & Young, with the remainder deposited in the DIP's Account. Given the desire to reduce any losses during the winter months, the Debtor is asking the Court to shorten time for hearing on the Motion. Via a concurrently filed Ex Parte Motion to Shorten Time, he is further asking that the Court orders and directs that objections, if any, to the Motion be filed as provided in FRBP 6004(b) by Dec. 12, 2019. The Debtor asks that the 14-day stay under Rule 6004(h) not apply to the Order approving the sale. About Double L Farms Double L Farms, Inc., is a privately-held company in Rigby, Indiana, that operates in the farming industry. Double L Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40910) on Oct. 9, 2018. In the petition signed by Jared Keith Lewis, president, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Joseph M. Meier is the presiding judge. The Debtor tapped Maynes Taggart PLLC as its legal counsel. DTE ENERGY: Moody's Alters Outlook on Ba1 Sec. Bonds to Positive ---------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 rating assigned to DTE Energy Center, LLC's senior secured bonds due 2024 and revised the rating outlook to positive from stable. RATING RATIONALE The revision of DTEEC's outlook to positive from stable reflects the potential for a stronger credit profile of FCA US LLC (FCA US: not rated), a subsidiary of Fiat Chrysler Automobiles N.V. (FCA: Ba1, positive) and the Issuer's sole source of cash flow, should a proposed merger with Peugeot S.A.(PSA: Baa3, stable) be successfully executed. The merger would create a larger and more diversified global auto manufacturer and likely have positive credit implications for the Fiat Chrysler family. The rating affirmation reflects the essential nature of the diverse production support systems and services DTEEC provides to FCA US under contractual service agreements that expire in 2024. The service agreements are structured to provide DTEEC with protection from certain events outside of its control, namely, the state of the economy and its impact on automobile production levels as well as extended force majeure events. The strength of these contractual arrangements have resulted in DTEEC's sound consistent and highly predictable financial performance. DTEEC's rating, however, is constrained by the speculative but improved credit profile of FCA. The positive outlook reflects the likely improvement in DTEEC's credit profile upon completion of the merger between FCA and PSA. In that regard, an upgrade of FCA would likely place upward pressure on DTEEC's rating. Completion of the proposed combination is expected to take place in 12-15 months, subject to customary closing conditions, including the satisfaction of antitrust and other regulatory requirements. Downward rating pressure could develop if there were to be persistent operating challenges that adversely affect DTEEC's financial or if FCA's rating were to be lowered. The principal methodology used in this rating was Generic Project Finance Methodology published in November 2019. EMERGE ENERGY: Adds List of Compensation for Directors & Officers ----------------------------------------------------------------- Emerge Energy Services LP and its Affiliate Debtors filed with the U.S. Bankruptcy Court for the District of Delaware a Third Plan Supplement for its Second Amended Joint Prepackaged Plan of Reorganization. The Third Plan Supplement included Exhibit 1 - Compensation for Directors and Officers of the New General Partner and/or Reorganized Debtors. Name Compensation ---- ------------ Mr. William Transier $30,000 / month Mr. Gene Davis $30,000 / month Mr. Rick Shearer $530,000 / year Mr. Scott Waughtal $330,000 / year Mr. Robby Myers 250,000 / year About Emerge Energy Services LP 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 Company and its affiliates 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, they 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. ENERMEX INTERNATIONAL: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Enermex International Inc. 12543 Robert E. Lee Road Houston, TX 77044 Business Description: Enermex International Inc. is an oilfield equipment supplier in Texas. It provides engineering, design, and consulting support solutions to the oil and gas, refining, and petrochemical industries. It also offers engineering solutions for clean fuels production as well as a wide range of refinery process units and related facilities. Chapter 11 Petition Date: January 6, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-30110 Debtor's Counsel: John Akard Jr., Esq. COPLEN & BANKS, P.C. 11111 McCracken, Suite A Cypress, TX 77429 Tel: (832) 237-8600 E-mail: johnakard@attorney-cpa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Edgar Padilla, president/CEO. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/V7BSix FIN ASSOCIATES: Hires Wagner & Associates as Accountant ------------------------------------------------------- Fin Associates Limited Partnership seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Wagner & Associates LLC, as accountant to the Debtor. Fin Associates requires Wagner & Associates to assist in the preparation of monthly operating reports, and provide general accounting advise as required by the Debtor in the Chapter 11 case. Wagner & Associates will be paid at these hourly rates: Partners $175 to $315 Staffs $125 Wagner & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Wagner, partner of Wagner & Associates LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wagner & Associates can be reached at: Thomas Wagner WAGNER & ASSOCIATES LLC 1301 NJ-28 Somerville, NJ 08876 Tel: (908) 722-8888 About Fin Associates Limited Partnership Fin Associates Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-28386) on Sept. 27, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Vincent F. Papalia. Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's legal counsel. FIZZ & BUBBLE: Committee Hires Leonard Law as Counsel ----------------------------------------------------- The Official Committee of Unsecured Creditors of Fizz & Bubble, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Oregon to retain Leonard Law Group LLC, as counsel to the Committee. The Committee requires Leonard Law to: a) advise the Committee with regard to its rights, powers, and duties as an official committee; b) advise and represent the Committee with respect to the administration of the case; c) assist the Committee in the analysis of the Debtor's schedules of assets and liabilities, statement of financial affairs, monthly financial reports and projections, financial condition, and conduct, as well as any potential claims related thereto; d) review the validity and priority of liens and claims of creditors and to review the potential avoidability of liens and other transfers that could be recovered for the benefit of the unsecured creditors; e) review and analyze all applications, motions, orders, statements of operations, schedules and other pleadings or papers filed with the Court and advise the Committee as to the effect of such filings and the propriety of any response or position to be taken; f) represent the Committee at hearings and in other proceedings; g) assist the Committee with respect to its communications with the general creditor body regarding significant matters in the case; h) assist the Committee in reviewing any proposed sale, and any plan of reorganization and disclosure statement; and i) perform such other services as are in the interests of the Committee as may be necessary. Leonard Law will be paid at these hourly rates: Justin Leonard $390 Timothy Solomon $380 Holly Hayman $310 Leonard Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy Solomon, a partner at Leonard Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Leonard Law can be reached at: Timothy Solomon, Esq. LEONARD LAW GROUP LLC 1 SW Columbia, Ste. 1010 Portland, OR 97204 Tel: (971) 634-0194 E-mail: tsolomon@LLG-LLC.com About Fizz & Bubble, LLC Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries wholesaler based in Wilsonville, Oregon offering an array of luxurious bath and shower treats. The company's products include bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath truffles, bath melts, shower steamers, body scrubs, whipped soaps, body frosting lotions, face mask frostings, and lip scrubs. Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by Kimberly Ann Mitchell, sole member and chief creative officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Trish M. Brown oversees the case. The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP. FLOORS TODAY: Unsecureds to Recover 6% to 9% under Plan ------------------------------------------------------- Floors Today, LLC, has proposed a reorganization plan that says allowed, non-insider claims will be paid primarily from the income generated by the Debtor's operations. Allowed secured claims and allowed priority tax claims will be paid in full, with interest. Allowed general unsecured claims will share pro rata in the Plan Fund, which will consist primarily of cash from the New Value Contribution and payments by the Debtor over time. A statement by secured creditor Masco Cabinetry, LLC, was included in the Amended Disclosure Statement as a resolution to informal objections to the Disclosure Statement raised by Masco: "It is Masco's position that the Plan cannot be confirmed because the Plan violates the absolute priority rule in 11 U.S.C. Sec. 1129 by giving the Debtor's current owner the exclusive right to retain ownership of the Debtor, by making a miniscule "New Value Contribution," without allowing any other party the opportunity to make a competing offer for the equity, contrary to established law and precedent. It is also Masco's position that the Disclosure Statement is misleading because the financial information set forth in the Disclosure Statement is premised on Masco's prima face valid, uncontested secured claim being treated as a general unsecured claim, which treatment Masco asserts is impermissible. It is furthermore Masco's position that the values of the Debtor's assets as stated in the Disclosure Statement are not supported by adequate information necessary to determine whether such values are accurate. Including for the reasons above, and without limitation, Masco urges creditors to vote to reject the Plan." As an additional resolution to the informal objections raised by Masco to the Disclosure Statement, the Debtor acknowledges that Masco has asserted a claim, in the amount of $1,300.66, under 11 U.S.C. Sec. 503(b)(9) which, if allowed, will constitute an administrative priority claim and be paid in full on or prior to the Effective Date in accordance with the Plan. The Debtor disputes Masco's legal and factual statements, and reserves all of its rights. Masco also reserves all of its rights, including to object to confirmation of the Debtor's Plan on any basis set forth below or any other basis. As of the Petition Date, the general unsecured claims against the Debtor totaled approximately $6,478,000. Of this amount, approximately $4,803,000 consists of the General Unsecured Claim of Harvest Small Business Finance, LLC, arising from a prepetition loan to the Debtor, F&M and FT Realty. The amount also includes the claims of AMEX, LG Funding, Masco, Mulligan and SCS, all of which are treated as General Unsecured Claims under the Plan. Prior to the Petition Date, FT Realty obtained a loan from Harvest to re-finance its existing credit facility and to provide some working capital to the Debtor and F&M. The collateral for the Harvest loan was FT Realty's real property. The Debtor did not pledge any of its assets to secure the Harvest loan. Approximately 5 percent of the loan amount was used for working capital for the Debtor and F&M. The Plan provides, as part of the New Value Contribution, that Mr. Virga will cause FT Realty and F&M to take sole responsibility for the payments due under the Harvest Loan, without seeking any contribution from the Debtor, until non-Insider Allowed General Unsecured Claims, other than Harvest, have received all payments they are entitled to receive under the Plan. According to the Amended Disclosure Statement, the Plan treats claims as follows: * Class 1 - Hometown Bank Secured Claim. IMPAIRED. Estimated Amount of Claim $692,000. The holder of such Claim will receive one of the following: (i) payment in full of the Allowed Secured Claim in monthly installments of $7,000.00(ii) treatment as agreed between the Debtor and the holder of the Hometown Bank Allowed Secured Claim; or (iii) such additional or other treatment as may be necessary, as determined by the Bankruptcy Court, to permit the holder of the Hometown Bank Allowed Secured Claim to realize the indubitable equivalent of such Claim. * Class 2 - AMEX Secured Claim with estimated Amount of Claim $182,579, Class 3 - LG Funding, LLC Secured Claim with estimated Amount of Claim $80,337, Class 4 - Masco Cabinetry, LLC Secured Claim with estimated Amount of Claim $48,000 and Class 5 - Mulligan Funding, LLC Secured Claim with estimated Amount of Claim $97,280. All classes are IMPAIRED. he holder of such Claim shall receive one of the following: (i) treatment of such Claim (to the extent Allowed) as a General Unsecured Claim; (ii) treatment as agreed between the Debtor and the holder of the class Secured Claim; or (iii) to the extent Allowed as a Secured Claim, such additional or other treatment as may be necessary, as determined by the Bankruptcy Court, to permit the holder of the Class Secured Claim to realize the indubitable equivalent of such Claim. * Class 6 - Perkins Secured Claim. IMPAIRED. Estimated Amount of Claim $225,000. The holder of such Claim shall receive one of the following: (i) treatment of such Claim in accordance with the Perkins Stipulation; or (ii) such other treatment as agreed between the Debtor and the holder of the Perkins Secured Claim. * Class 7 - SCS Secured Claim. IMPAIRED. Estimated Amount of Claim $89,000. The holder of such Claim will receive one of the following: (i) treatment of such Claim (to the extent Allowed) as a General Unsecured Claim; (ii) treatment as agreed between the Debtor and the holder of the SCS Secured Claim; or (iii) to the extent Allowed as a Secured Claim. * Class 9 - General Unsecured Claims. IMPAIRED. Estimated Amount of Claim $1,350,000. In full and final satisfaction, settlement, discharge and release of the Allowed General Unsecured Claims, each holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the Plan Fund. The Debtor estimates that each holder of an Allowed General Unsecured Claim will receive a dividend of between 6 percent and 9 percent. * Class 10 - Convenience Class Claims. IMPAIRED. Estimated Amount of Claim $54,000. Each holder of small unsecured claims classified as convenience claims will receive, upon the Effective Date the lesser of: (i) 15 percent of the holder's Allowed Claim; or (ii) $375. * Class 11 - Equity Interests. IMPAIRED. In exchange for, among other things, the New Value Contribution, the holder(s) of Equity Interests will retain such Equity Interests. A full-text copy of the Amended Disclosure Statement dated Dec. 13, 2019, is available at https://tinyurl.com/yx4h2gyd from PacerMonitor.com at no charge. Attorney for the Debtor: D. Ethan Jeffery MURPHY& KING, P.C. One Beacon Street Boston, MA 02108 Telephone: (617) 423-0400 Facsimile: (617) 423-0498 E-mail: EJeffery@murphyking.com About Floors Today Floors Today, LLC -- https://www.floorsandkitchenstoday.com/ -- owns and operates flooring stores offering carpets, tiles, woods, waterproof floors, laminates, area rugs and more. The Company also retails bathroom and kitchen furniture including cabinetry, countertops, and interior products. The Company has locations in the Greater Boston, Providence, and Worcester areas. Floors Today sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-41126) on July 7, 2019. At the time of the filing, the Company disclosed assets of between $500,000 to $1 million and liabilities of between $1 million to $10 million. The petition was signed by the Company's managing partner, Vincent Virga. The Hon. Elizabeth D. Katz is the case judge. The Company is represented by Donald Ethan Jeffery, Esq., at Murphy & King, Professional Corporation. GASPER RICE: To Seek Plan Confirmation on Jan. 14 ------------------------------------------------- Judge Eduardo V. Rodriguez has ordered that the disclosure statement in support of the Chapter 11 plan filed by Gasper Rice Resources, LTD, is conditionally approved. Jan. 14, 2020, at 4:00 p.m., is fixed for the hearing on confirmation of the plan and final approval of the disclosure statement. Jan. 7, 2020 at 5:00 p.m. is fixed as the last day for filing and serving written objections to the disclosure statement. Jan. 7, 2020 at 5:00 p.m. is fixed as the last day for filing and serving written objections to confirmation of the plan. Jan. 7, 2020 at 5:00 p.m. is fixed as the last day for returning ballots. About Gasper Rice Resources Gasper Rice Resources, Ltd. -- http://www.gasperrice.com/-- is a Texas limited partnership in the oil and gas extraction industry. It operates wells primarily located in the Gulf Coast of Texas and participates as a non-operator in properties located in Texas, Louisiana, Oklahoma and Mississippi. Gasper Rice Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31371) on March 11, 2019. At the time of the filing, the Debtor disclosed $2,116,190 in assets and $2,484,425 in liabilities. The case is assigned to Judge Eduardo V. Rodriguez. The Debtor is represented by the Law Office of Margaret M. McClure. GAUCHO GROUP: HBH to Prepay up to $400K Under Expense Sharing Deal ------------------------------------------------------------------ As previously reported, on April 1, 2011, Gaucho Group Holdings, Inc. entered into an expense sharing agreement with a related, but independent, entity under common management, Hollywood Burger Holdings, Inc. ("HBH"), to share expenses with GGH such as office space, support staff and other operating expenses. HBH is a private company founded by Scott Mathis which is developing Hollywood-themed fast food restaurants in the United States. Mr. Mathis is the chairman and chief executive officer of HBH and Maria Echevarria is the chief financial officer. The ESA was amended on Jan. 1, 2017 and again on Jan. 1, 2019 to reflect the current use of personnel, office space, professional services and additional general office expenses. Under this agreement, HBH owed $4,644 as of Dec. 31, 2018, and had prepaid $310,329 as of Nov. 30, 2019. On or about Dec. 27, 2019, the Board of Directors of both HBH and GGH approved an amendment to the ESA such that HBH prepay up to an additional $400,000 under the ESA to cover GGH's pre-offering financing needs. GGH has agreed to reduce HBH's expense obligations under the ESA by 15% until such time that its prepayment has been reduced to zero. Upon successful completion of the contemplated offering, GGH will refund a majority of the amount HBH has prepaid under the ESA and the full amount to the extent it has available funds. Further, as of Nov. 30, 2019, HBH owes Mr. Mathis $227,500 of unpaid wages accrued over the past three years and which Mr. Mathis has voluntarily deferred until HBH is successfully operating more stores. In the event the offering is unsuccessful and GGH is unable to repay HBH the prepaid office expenditures, Mr. Mathis has agreed to forego his rights to the accrued wages. Also on Dec. 27, 2019, the Board of Directors extended Scott Mathis' employment agreement with the Company, dated Sept. 28, 2015, for an additional term to expire on Feb. 29, 2020. All other terms of the Employment Agreement remain the same. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned ubsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss attributable to common stockholders of $6.40 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, Gaucho Group had $7.02 million in total assets, $4.96 million in total liabilities, $9.03 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $6.97 million. Marcum LLP, in New York, the Company's auditor since 2013, 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 has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GENESEE & WYOMING: S&P Raises ICR to BB+; Rating Off Watch Pos. --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on short-line railroad operator Genesee & Wyoming Inc. (G&W) to 'BB+' from 'BB' following the acquisition of the company by affiliates of Brookfield Infrastructure Partners L.P. and GIC, and removed the rating from CreditWatch where the rating agency had placed it with positive implications on Oct. 23, 2019. At the same time, S&P withdrew all ratings on G&W's outstanding debt that was repaid as part of the acquisition with proceeds from a new first-lien credit facility, consisting of a $600 million revolver and $2.55 billion term loan G&W benefits from its strong market position in North America and the generally favorable characteristics of short-line railroads. G&W remains the largest operator of short-line railroads in North America, where it generates approximately 90% of its EBITDA (pro forma for the sale of its Australian operations). Its route network is geographically diverse with operations throughout the U.S. and southeastern Canada, and it carries a diverse commodity mix with limited exposures to more volatile commodities such as petroleum products and coal. S&P's outlook on G&W is stable. The rating agency forecasts credit metrics to improve in 2020 due to operational initiatives in the U.S. and U.K., as well as new business wins, and pro forma for the divestiture of its Australian operations. S&P expects funds from operations (FFO) to debt to increase to the high-teens percent area in 2020 from the mid-teens percent area in 2019 and debt to EBITDA to decline to the low-4x area from the low-5x area over the same period. It also expects the company's new owners will not pursue an aggressive acquisition strategy or any debt-financed dividends. "We could lower our rating over the next 12 months if FFO to debt declines to below 13% and debt to EBITDA remains over 4.5x in 2020 and beyond. This could occur if weaker macroeconomic conditions result in lower-than-expected carloads. We could also lower our rating if we revise our assessment of G&W's importance to BIP," S&P said. "Although unlikely, we could raise our rating over the next 12 months if the company's credit metrics improve, with FFO to debt increasing to 27% and debt to EBITDA declining below 3.5x on a sustained basis. This would likely occur if the company chooses to repay debt or improves its earnings significantly," the rating agency said. GIGA WATT: Jan. 23, 2020 Hearing on Committee's Plan Outline ------------------------------------------------------------ The Unsecured Creditors Committee has filed with the U.S. Bankruptcy Court for the Eastern District of Washington a proposed Disclosure Statement for Debtor Giga Watt, Inc. The Committee seeks to obtain approval of the Disclosure Statement to proceed with subsequent approval of a Plan for Reorganization, on which all parties in interest may be entitled to cast ballots. any objection to the Disclosure Statement must be filed with the above-captioned court and served upon undersigned counsel within twenty-four (24) days of the service date (December 17, 2019). The Court has tentatively set a hearing date of Jan. 23, 2020, to hear the matter. Committee's Plan A full year has passed since the commencement of the Chapter 11 reorganization case. The Committee now proposes its own exit strategy given that (1) the mining equipment relied on by Giga Watt to generate cryptocurrency is aging, (2) administrative costs continue to accrue and professional fees alone exceed $800,000, and (3) the main Giga Watt generating facility is located in a county where electricity rates are scheduled to increase substantially starting in April 2020. In light of this, the Committee proposes that a third-party loan be solicited in the amount of the net funds that operations at TNT and Moses Lake would have generated over the reasonable life span of the existing mining equipment or a percentage of appraised value of the business not to exceed a to-be-specified percentage. Once obtained, to the extent that there are not sufficient funds to satisfy all allowed claims in full, proceeds of the Reorganization Loan will be attributed 60% to administrative claims as a final and complete payment, and then 40%to all unsecured creditors. The portion attributable to unsecured creditors shall be divided evenly between monies available for those opting to be paid cash, and those who wish instead to retain equity in a Giga Watt Newco, with half of 40%, or 20% of the Reorganization Loan being provided for working capital for the Newco. Upon distribution of the Loan proceeds, all assets in the bankruptcy estate will be vested in the Giga Watt Newco, including but not limited to the right to pursue any prepetition litigation claims belonging to the Debtor-in-Possession. In the event no satisfactory loan is capable of being secured within 90 days of the filing of this Disclosure Statement, all funds generated from the TNT and Moses Lake operations will be collected in escrow for the sooner of, 12 months or the end of positive financial operations ("Handover Event") for TNT and Moses Lake, with administrative expenses, cash unsecured creditor, and equity unsecured creditor all being paid in the same proportion as through the Reorganization Loan. A copy of the Committee's Disclosure Statement dated Dec. 12, 2019, is available at https://tinyurl.com/yfbq9jxt The Committee is represented by: Benjamin Ellison, WSBA No. 48315 Salish Sea Legal PLLC 2212 Queen Anne Ave North, No. 719 Seattle, WA 98109 Tel: (206) 257-9547 E-mail: salishsealegal@outlook.com About Giga Watt Inc. Giga Watt Inc., a cryptocurrency mining services provider based in East Wenatchee, Washington, filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition signed by Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law as its legal counsel. On Jan. 23, 2019, the court approved the appointment of Mark D. Waldron as the Chapter 11 trustee for the Debtor's estate. The Trustee is represented by CKR Law LLP. The Unsecured Creditors Committee has filed with the U.S. Bankruptcy Court for the Eastern District of Washington a proposed Disclosure Statement for Debtor Giga Watt, Inc. GOLASINSKI HOMES: Court Approves Disclosure Statement ----------------------------------------------------- Judge Jeffrey P. Norman has ordered that the disclosure statement accompanying the Chapter 11 plan filed by Golasinski Homes LLC is approved. Feb. 12, 2020 at 11:00 a.m. at Courtroom 403, U.S. Courthouse, 515 Rusk, Houston, TX 77002 is fixed for the hearing on confirmation of the plan, and the objection to the plan filed by Sykes Equity, LLC. Feb. 5, 2020 is fixed as the last day for filing and serving written acceptances or rejections of the plan. About Golasinski Homes Golasinski Homes LLC owns in fee simple three real estate properties in Harris County, Texas, with a total current value of $1.41 million. Golasinski Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-33035) on June 2, 2019. At the time of the filing, the Debtor disclosed $1,410,129 in assets and $1,004,609 in liabilities. The case has been assigned to Judge Jeffrey P. Norman. David L. Venable, Esq., is the Debtor's bankruptcy attorney. GRABIT INC: Gets Interim Nod on $475K DIP Loan from Burke Porter ---------------------------------------------------------------- Grabit, Inc., asked the Bankruptcy Court to obtain a post-petition senior secured DIP facility in an aggregate principal amount of up to $475,000 from Burke Porter International Finance Co., LLC, a wholly owned subsidiary of Burke Porter Group, the Debtor's pre-petition lender. The DIP facility term sheet includes these salient terms: * Borrower: Grabit, Inc. * DIP Lender: Burke Porter International Finance Co. LLC * Interest Rate: Interest rate at 8.0% per annum, calculated on the actual number of days elapsed over a 360-day year. * Default Interest Rate: At 11.5% per annum at any time while an event of default under the DIP documents has occurred and is continuing, calculated on the actual number of days elapsed over a 360-day year. * Maturity Date: The DIP Facility will mature on the earliest of: (a) the date that is five (5) months after the Closing Date, (b) the effective date of a plan of reorganization or liquidation, and (c) the date of acceleration of the DIP Facility. All principal and interest, including default interest, must be repaid on the DIP Maturity Date. * Milestones: (a) No later than January 31, 2020, the Bankruptcy Court shall enter the Final DIP Order. (b) No later than February 7, 2020, the Bankruptcy Court shall conduct a hearing to consider and approve the disclosure statement for the Chapter 11 Plan. (c) The Bankruptcy Court shall enter an order establishing a date no later than March 5, 2020 as the deadline for filing proofs of claims for all creditors except for governmental units (as defined in Bankruptcy Code section 101(27) and for proofs of interests. (d) No later than March 27, 2020, the Bankruptcy Court shall conduct a hearing to consider confirmation of the Chapter 11 Plan. (e) No later than March 31, 2020, the Bankruptcy Court shall enter an order approving the Chapter 11 Plan, and the Chapter 11 Plan shall be effective on or before the first business day that is at least fourteen (14) days after the Confirmation Date. Use of Cash Collateral, Liens on Debtor's Assets The Debtor also asked permission to use the pre-petition lender's cash collateral. The DIP facility term sheet provides that, as adequate protection in respect of (x) the incurrence of the DIP facility, (y) the imposition of the automatic stay, and (z) the borrower's use of the collateral, the borrower will grant, subject to the Bankruptcy Court's approval, liens on the Borrower's assets, replacement liens on all other assets and superpriority claims as provided for in section 507(b) of the Bankruptcy Code for any diminution in the value of the interest in the pre-petition collateral, including cash collateral. All these liens and superpriority claims will be subordinate to the DIP liens and the DIP claims, but senior to any and all other liens and claims, with the exception of the carve-out. The Pre-petition Debt As of the Petition Date, the Debtor owes Burke Porter Group (BPG) at least $5,500,000 in principal, plus no less than $298,222.24 in accrued interest (as of November 30, 2019), plus fees, costs, expenses and other charges, under a Senior Credit Facility Agreement dated June 15, 2018 and associated loan documents. The prepetition obligations are secured by valid, properly perfected, first priority, senior lien security interests in and against all of Debtor's assets, and their proceeds. The Debtor defaulted on the prepetition loan in early 2019. Restructuring Support Agreement Following the Debtor's default on the prepetition loan, the prepetition lender indicated an intention to enforce its rights thereunder through a secured party sale of the Debtor's assets, but was willing provide recoveries for other parties holding an interest against the Debtor, as part of an overall transaction. In November 2019, the Debtor and the prepetition lender, who have begun discussions relating to a Restructuring Support Agreement, (which RSA has the support from the Debtor and its stakeholders, including creditors) recommenced their preparation for the transactions under the RSA, including preparation for the instant Chapter 11 case and negotiation of the DIP facility. As contemplated by the RSA, the Debtor is seeking approval to obtain post-petition financing to fund ordinary course working capital needs and chapter 11 administrative expenses through the consummation of the reorganization process. By this DIP motion, the Debtor also sought authority: (a) to provide adequate protection of the interests of the DIP lender under the pre-petition loan documents, in the form of liens on the Debtor's assets, replacement liens on all other assets, and superpriority claims as provided for in Section 507(b) of the Bankruptcy Code for any diminution in the value of the interest in the pre-petition collateral. All such liens and superpriority claims will be subordinated to the DIP liens and the DIP claims but senior to any and all other liens and claims, with the exception of the carve-out. (b) that all DIP obligations be secured by a valid, binding, continuing, enforceable, fully-perfected, non-avoidable, automatically and properly perfected first priority senior priming lien on, and security interest in all of the Debtor's property, including any causes of action under of Bankruptcy Code Sections 502(d), 544, 545, 547, 548, 549, 550 or 553 or any other avoidance actions under the Bankruptcy Code or applicable non-bankruptcy law and their proceeds. (c) that in an event of default, the DIP Lender will continue to fund to the Debtor sufficient amounts to pay all accrued and unpaid U.S. Trustee fees and reasonable professional fees and expenses of the Debtor incurred through the date of the event of default subject to the limits set forth in the DIP Budget, to the extent allowed by the Court, plus an additional $25,000 for reasonable professional fees and expenses of the Debtor incurred after the date of the event of default, to the extent allowed by the Court. (d) that the DIP liens on the DIP collateral are senior to any and all other liens and security interests on the DIP collateral, other than the carve-out. (e) that the DIP obligations constitute claims entitled to the benefits of Section 364(c)(1) of the Bankruptcy Code, having a super-priority over any and all administrative expenses and claims, subject only to the carve-out. A copy of the DIP motion can be accessed at https://is.gd/E5ar0b from PacerMonitor.com at no charge. Interim Approval Judge Laurie Selber Silverstein authorized the Debtor to borrow an aggregate amount of $135,000 from the DIP lender under the DIP facility, on an interim basis. The Debtor is authorized to use cash collateral in accordance with the interim order and the DIP documents. The Court ruled that the proceeds of the initial DIP advance will only be used to fund the aggregate amount of all costs, fees, and expenses set forth in the DIP budget for the period from the Petition Date to the date that is 35 days thereafter. Final hearing on the DIP motion is on January 21, 2020 at 1:30 p.m. EST. Objections are due by 4 p.m. on January 14, 2020. A copy of the interim DIP order is available at https://is.gd/V0WQcH from PacerMonitor.com at no charge. About Grabit(TM) Inc. Grabit(TM) is a robotic and machine learning company leveraging proprietary electro-adhesion technology to revolutionize consumer and industrial products manufacturing and warehouse logistics. The company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12703) on Dec. 18, 2019. Before the Petition Date, the Debtor, the Debtor, the DIP Lender, its preferred shareholders, and an overwhelming majority of its convertible noteholders entered into a Restructuring Support Agreement. The RSA (which provides for 100% recovery to trade creditors and to holders of certain convertible notes and the holders of interests in the event that the Debtor, as reorganized, achieves certain financial thresholds) serves as the foundation for a plan of reorganization. Judge Laurie Selber Silverstein is assigned to the case. Cole Schotz P.C. is the Debtor's proposed counsel and can be reached through: G. David Dean, Esq. Cole Schotz P.C. 500 Delaware Ave., Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 E-mail: ddean@coleschotz.com - and - Irving E. Walker, Esq. 300 E. Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: 410.230.0660 Fax Facsimile: 410.528.9400 E-mail: iwalker@coleschotz.com GRAPHIC TUFTING: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Graphic Tufting Center Inc. 1694 Waring Road Dalton, GA 30722 Business Description: Graphic Tufting Center Inc. is a privately held company that manufactures carpets and rugs. Chapter 11 Petition Date: January 7, 2020 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 20-40033 Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: 404-564-9300 E-mail: info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bruce Jeffery Dyer, owner. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/r7tPmr GUE LIQUIDATION: Unsecureds to Get Payouts From $4.2M Settlement ---------------------------------------------------------------- GUE Liquidation Companies, Inc., f/k/a FTD Companies, Inc., a Delaware corporation, and certain of its direct and indirect domestic subsidiaries filed a joint plan of liquidation for the resolution of the outstanding claims against and equity interests in the Debtors. According to the First Amended Plan, claims and interests will be treated in this manner: * Secured Lender Claims (Class 2). IMPAIRED. Each Holder of an Allowed Secured Lender Claim will receive its Pro Rata share of (i) the Debtor Liquidation Trust Assets in excess of any amounts reserved to fund the Debtor Liquidation Trustee Functions (other than payment of Allowed Secured Lender Claims) or to pay claims (other than Allowed Secured Lender Claims) from such Debtor Liquidation Trust Assets; and (ii) the Additional Secured Lender Recovery. * General Unsecured Claims (Class 4). IMPAIRED. Unless otherwise agreed by any Holder of an Allowed General Unsecured Claim and the Debtors or the Committee Liquidation Trustee (as applicable), each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of (i) the Committee Settlement Amount Net Proceeds; and (ii) the Committee Liquidation Trust Retained Causes of Action Net Proceeds less the Additional Secured Lender Recovery. The settlement between the Committee and the Secured Lenders provided for a $4,200,000 settlement amount. * Interests (Class 5). On the Effective Date, the Interests will be canceled, and Holders of Class 5 Interests will not receive any Distribution pursuant to this Plan. A red-lined copy of the First Amended Joint Plan of Liquidation dated December 13, 2019, is available at https://tinyurl.com/yjh9gfyw from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Daniel J. DeFranceschi Paul N. Heath Brett M. Haywood Megan E. Kenney RICHARDS, LAYTON & FINGER, P.A. 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: defranceschi@rlf.com heath@rlf.com haywood@rlf.com kenney@rlf.com Co-Counsel to the Debtors: Heather Lennox Thomas A. Wilson JONES DAY 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 E-mail: hlennox@jonesday.com tawilson@jonesday.com - and - Brad B. Erens Caitlin K. Cahow JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 E-mail: bberens@jonesday.com ccahow@jonesday.com About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A., as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ GULF COAST: Court Confirms Reorganization Plan ---------------------------------------------- Judge Caryl E. Delano has confirmed Gulf Coast Medical Park LLC's Plan of Reorganization and approved the Amended Disclosure Statement on a final basis. The U.S. Trustee's plan confirmation objection is resolved. Section 8.9 of the Plan pertaining to Third party releases is deleted in its entirety. Sections 2.1.1 and 3.1.2 of the Plan is modified to provide that all fees due to the United States Trustee under 28 U.S.C. Sec. 1930 upon the entry of a final decree shall be paid prior to or immediately upon entry of such final decree and as a condition of entry of such final decree. The Plan is confirmed in its entirety as if set forth verbatim in the Order with the modifications as set forth in this Order. In accordance with the terms of the Plan, as well as the Order Approving Motion to Sell Substantially All Assets of the Debtor Free and Clear of All Liens, Claims, Encumbrances and Interests, as Further Amended and Modified as Provided Herein [Doc. No. 242], the Debtor is authorized to sell and assign to AW Real Estate Management, LLC As reported in the TCR, the Debtor has filed a Chapter 11 plan that says holders of general unsecured claims will receive a 100% distribution on their allowed claims. These distribution shall be paid in 12 equal monthly installments without interest commencing on the first day of the month that occurs after the entry of the Confirmation Order and continuing on the first day of each successive month thereafter until paid in full. The Amended Plan will be funded by the future income derived from continued operations of the Debtor. A full-text copy of the Amended Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/yygo32q9from PacerMonitor.com at no charge. A full-text copy of the Order Confirming the Plan dated December 13, 2019, is available at https://tinyurl.com/v9jmwu7 from PacerMonitor.com at no charge. About Gulf Coast Medical Park Gulf Coast Medical Park LLC, based in Punta Gorda, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March 28, 2018. In the petition signed by Magnus Karlstedt, managing member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Caryl E. Delano is the case judge. Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy counsel to the Debtor. Holmes Fraser, P.A., is the special litigation counsel; and Webb, Lorah & McMillan, PLLC, CPAs, is the accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HILLJE MUSIC: Case Summary & 11 Unsecured Creditors --------------------------------------------------- Debtor: Hillje Music Centers, LLC 175 Enterprise Parkway Boerne, TX 78006 Business Description: Hillje Music Centers, LLC -- https://hilljemusic.com -- owns and operates music supply stores located throughout the San Antonio area. It provides instrument rentals, service, and repairs. Its music stores also offer lessons for guitar, piano, drum, violin, trumpet, and saxophone. Chapter 11 Petition Date: January 6, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-50074 Judge: Hon. Ronald B. King Debtor's Counsel: Anthony H. Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 4414 Centerview Dr., Suite 207 San Antonio, TX 78228 Tel: (210) 522-9500 E-mail: hervol@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Scott M. Hillje, member. A copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available at PacerMonitor.com at: https://is.gd/n54tji HOLLISTER CONSTRUCTION: Hires SM Law PC as Special Counsel ---------------------------------------------------------- Hollister Construction Services, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ SM Law PC, as special counsel to the Debtor. Hollister Construction requires SM Law PC to handle the preference actions already commenced by the Debtor and additional preference actions that may be commenced in the future by the Debtor. SM Law PC will be paid on a contingent basis of 1/3 of the amount actually collected including all expenses. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. SM Law PC can be reached at: SM Law PC P.O. Box 530 Oldwick, NJ 08858 Tel: (908) 572-7275 Fax: (908) 572-7271 About Hollister Construction Services Hollister Construction Services, LLC -- http://www.hollistercs.com/ -- is a full service commercial construction company with a team of 150+ construction professionals. The Company's specialties include interior and exterior renovations, building additions, and ground up construction. Hollister's areas of expertise include the construction of corporate, education, healthcare, industrial, retail, and residential projects. Hollister Construction sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-27439) on Sept. 9, 2019, in Trenton, New Jersey. In the petition signed by Brendan Murray, president, the Debtor was estimated to have $100 million to $500 million in assets and liabilities of the same range. Hon. Michael B. Kaplan oversees the case. The Debtor tapped Lowenstein Sandler as counsel; SM Law PC, as special counsel; 10X CEO Coaching, LLC, as restructuring counsel; and The Parkland Group, Inc., as business consultant. JUST ONE MORE: Seeks to Hire Raymond James as Investment Banker --------------------------------------------------------------- Just One More Restaurant Corp. and Just One More Holding Corp. seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Raymond James & Associates, Inc. as their investment banker. The Debtors' require Raymond James to: a. assist the Debtors in reviewing and analyzing the Debtors' business, operations, properties, financial condition and Interested Parties; b. assist the Debtors in evaluating potential Transaction alternatives and strategies; c. assist the Debtors in preparing documentation within Raymond James's area of expertise that is required in connection with a Transaction; d. assist the Debtors in identifying Interested Parties regarding one or more particular Transactions; e. on behalf of the Debtors, contact Interested Parties which Raymond James, after consultation with the Chief Restructuring Officer, the Chapter 7 Trustee and their counsel, believe meet certain industry, financial, and strategic criteria and assist the Company in negotiating and structuring a Transaction; f. advise the Debtors as to potential Transactions; g. advise the Debtors on tactics and strategies for negotiating with holders of the Debtors' debt or other claims of the Company; and h. upon request, provide periodic status reports to the Debtors with respect to matters falling within the scope of Raymond James's retention. Raymond James will be compensated as follows: a. Financing Transaction Fee. If any Financing Transaction closes, the Debtors shall pay Raymond James immediately and directly out of the proceeds of the placement, at closing, of each Financing Transaction as a cost of sale of each Financing Transaction, a cash transaction fee equal to (1) 3 percent of the Proceeds of any debt capital raised, and (2) 5 percent of the Proceeds of any equity or equity-linked securities raised. b. Restructuring Transaction Fee. If any Restructuring Transaction closes, the Debtors shall pay Raymond James a cash transaction fee of $1,500,000. c. Business Combination Transaction Fee. If any Business Combination Transaction closes, the Debtors shall pay Raymond James immediately and directly out of the proceeds at the closing, as a cost of such Business Combination Transaction, a cash transaction fee equal to the greater of (a) $1,500,000 or (b) the sum of (i) 2.0 percent of the Transaction Value up to and including $75,000,000, plus (ii) 2.5 percent of the Transaction Value greater than $75,000,000 and up to and including $125,000,000, plus (iii) 3.25 percent of the Transaction Value greater than $125,000,000. d. Monthly Advisory Fee and Database Expense Amount. In accordance with the Engagement Letter, the Company will pay Raymond James an advisory fee of $35,000 per month on the first business day of each month during the term of the engagement. e. In the event that a Transaction qualifies as both a Restructuring Transaction and a Business Combination Transaction, the Company shall pay Raymond James the greater of the Business Combination Fee or the Restructuring Transaction Fee. If more than one of the same type of Transaction closes, such as two or more Business Combination Transactions or two or more Financing Transactions, the Company shall pay to Raymond James the applicable Transaction Fee based on the aggregate Transaction Value or Proceeds, as the case may be, for such Transactions. Geoffrey Richards, managing director of Raymond James, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Geoffrey Richards Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Phone: +1.212.885.1885 Email: geoffrey.richards@raymondjames.com About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. The Debtors do not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million and $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A. as their restructuring advisor. K3D PROPERTY: Seeks to Hire Fox Law as Legal Counsel ---------------------------------------------------- K3D Property Services, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire The Fox Law Corporation, Inc. as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its rights and duties under the Bankruptcy Code; negotiation with creditors; and the preparation of a bankruptcy plan. The firm's hourly fees are: Steven Fox $475 Lesley Davis $450 Janis Abrams $450 Vanessa Tagre $150 Fox Law received the sum of $60,000 as retainer. Steven Fox, Esq., at Fox Law, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven R. Fox, Esq. The Fox Law Corporation, Inc. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Email: srfox@foxlaw.com About K3D Property Services K3D Property Services, LLC offers home remodeling, basement finishing, drywall installation and finishing, tile installation, carpet installation, wall framing, bathroom remodeling, kitchen remodeling, deck installation and maintenance, interior and exterior painting, commercial painting, wallpaper and popcorn ceiling removal, deck staining, concrete floor coatings, and metal roof painting. It also offers new home construction services. K3D Property Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 19-15361) on Dec. 23, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Shelley D. Rucker oversees the case. LAREDO PETROLEUM: Moody's Rates New $450MM Unsec. Notes Due 2025 B3 ------------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Laredo Petroleum, Inc.'s proposed offering of notes, including $450 million senior unsecured notes due 2025 and $450 million senior unsecured notes due 2028. Laredo's existing ratings, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating, B3 senior unsecured notes rating and SGL-2 Speculative Grade Liquidity rating are unchanged. The rating outlook is stable. The net proceeds from the new notes offering will be largely used to fund tender offers or redemptions of the outstanding notes due 2022 and 2023. Moody's ratings are subject to review of all final documentation. "The proposed notes issuance is opportunistically refinancing existing debt while extending maturities and improving financial flexibility," commented Amol Joshi, Moody's Vice President -- Senior Credit Officer. Assignments: Issuer: Laredo Petroleum, Inc. Senior Unsecured Notes, Assigned B3 (LGD5) RATINGS RATIONALE The B3 rating on the proposed senior unsecured notes is in line with Laredo's existing senior unsecured notes rating. The new notes will rank equally with its existing notes. The unsecured notes are rated two notches below Laredo's B1 CFR, reflecting the priority claim of the relatively large borrowing base senior secured credit facility that has a first lien on most of Laredo's assets. The B1 CFR benefits from Laredo's production and reserves base in the Permian's prolific Midland Basin, a sizeable, repeatable drilling inventory providing organic growth potential, high degree of operational control along with retained gathering assets within its production corridors and management's track record of hedging production. Laredo's credit metrics are healthy reflecting the company's moderate leverage. However, Laredo is constrained by its relatively small scale and geographically concentrated upstream operations, low proportion of crude oil in its existing production and the significant capital expenditures required to develop its acreage and grow production. Laredo's strategy will transition in 2020, likely focusing its drilling on oily acreage and significantly reducing new drilling activity on its legacy acreage. This could gradually increase oil content in the company's production mix and improve margins, if capital and operating costs remain under control. Laredo's SGL-2 Speculative Grade Liquidity Rating reflects its good liquidity profile. At September 30, the company had $32 million of cash, and $185 million outstanding under its credit facility. During the October 2019 redetermination, Laredo's borrowing base was reduced to $1 billion from $1.1 billion. In November, Laredo announced a $130 million acreage acquisition funded with additional revolver borrowings. The company will likely control spending in 2020 if commodity prices remain weak. Availability under its revolver should cover funding shortfalls through 2020. The two financial covenants under Laredo's credit facility are a maximum Consolidated Net Leverage Ratio of 4.25x and a current ratio of at least 1x. Upon the refinancing of the existing notes, Laredo's nearest maturity will be its revolver maturing in April 2023. Moody's expects the company to have ample headroom under its covenants through 2020 based on projected spending and debt levels. Laredo's stable rating outlook is based on Moody's expectation that Laredo should maintain a competitive cost structure and manage its capital program and liquidity prudently. The ratings could be upgraded if Laredo grows its production scale and oil content while achieving cash flow neutrality, its retained cash flow (RCF) to debt ratio is above 40% and leveraged full cycle ratio (LFCR) exceeds 1.5x. Moody's could consider a downgrade if the RCF/debt ratio falls towards 20% or the company's capital productivity declines significantly. Laredo Petroleum, Inc. is a Tulsa, Oklahoma based independent exploration and production company with primary assets in West Texas' Midland Basin. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. LARRY CARR: Fifth Third Objection Resolved; Plan Confirmed ---------------------------------------------------------- On Nov. 6, 2019, the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, convened a hearing to consider confirmation of the plan of liquidation and final approval of the disclosure statement for plan of liquidation of debtor Larry Carr & Associates, Inc. On Dec. 17, 2019, Judge Michael G. Williamson ordered that: * The Disclosure Statement is approved on a final basis. * The Plan, as amended by the Modifications, is confirmed in all respects. The Plan Confirmation Order resolves the four grounds in the Fifth Third Objection: (a) First, Fifth Third's objection that the Plan inadequately and misleadingly describes the proposed Sale was resolved by the entry of the Bid Procedures Order, which reiterated the relief granted when the Court approved the amended application to employ the Auctioneer. (b) Second, because the highest and best bid at the Auction, which ended on October 29, 2019, exceeds the amount of Fifth Third's claim, it became unnecessary to establish the amount of Fifth Third's credit bid. Fifth Third's claim totals $399,652.13, broken down as follows: $363,522.91 under Claim No. 8, $16,510.72 in postpetition interest, and $19,618.50 in postpetition attorney’s fees. (c) Third, the Debtor and Fifth Third have resolved Fifth Third's objection to the scope of mutual releases by the above Modification to Article 5.3.4. (d) Finally, because Class 5 Equity Interests will not receive a Distribution, the Court concludes that the Plan does not violate the absolute-priority rule. The Order resolves the UST Objection because the U.S. Trustee and the Debtor have agreed to the above Modification to Article 11.2. A full-text copy of the Order Confirming the Plan is available at https://tinyurl.com/spbsl5x from PacerMonitor.com at no charge. About Larry Carr & Associates Larry Carr & Associates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-01390) on Feb. 21, 2019, disclosing under $1 million in both assets and liabilities. The case is assigned to Judge Michael G. Williamson. The Debtor is represented by Michael J. Hooi, Esq., at Stichter Riedel Blain & Postler, P.A. LAZER CONSTRUCTION: Plan to Pay Unsec. Claims in Full in 5 Years ---------------------------------------------------------------- Debtor Lazer Construction Company, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, an amended disclosure statement in support of its plan of reorganization. The Debtor intends to pay all of its estimated $3,257,302.12 unsecured claims 100.0% of the allowed claims. All unsecured claims shall bear interest on the unpaid balance at the federal post-judgment rate in effect on the first day of the month following the Effective Date. The Debtor further anticipates the majority of its work in 2020 will be achieved through unbonded projects. While the Debtor currently anticipates the repayment of its unsecured debt through payment from profits, the Debtor also intends to auction its equity interests to all interested parties for the purposes of generating revenue for working capital and payment of obligations. The Debtor intends to meet its obligations through minimum payments of 10.0% of each Allowed Claim during the first year following the Effective Date, minimum payments of 20% of the Allowed Claims during the second year following the Effective Date, minimum payments of 20% of the Allowed Claims during the third year following the Effective Date, minimum payments of 25% of the Allowed Claims during the fourth year following the Effective Date, and minimum payments of 25% of the Allowed Claims during the fifth year following the Effective Date. The Debtor intends to auction its equity interests with an opening offer to be made by its majority shareholder, Ousley Lacy. All pre-petition equity interests held by Ousley Lacy, Patrick Lacy, and John Denton shall be canceled following the auction. The successful bidder at auction shall acquire 100% of the outstanding common stock in the Reorganized Debtor. The equity investment will be used as working capital to facilitate business development to generate revenue to pay all Allowed Claims through graduated a payment plan for unsecured creditors. To the extent the Debtor’s net profits exceeds its current projections, the minimum payments in any given month or year may be supplemented by additional payments until all Allowed Claims are paid in full. The Debtor believes this proposal is the most realistic way the Debtor can repay its creditors in full, which makes the Debtor’s proposed plan the best option for creditors and parties in interest. Under the Debtor’s proposed plan, not only will the Debtor’s creditors be paid in full, but they will have the opportunity to continue doing business with the Reorganized Debtor after confirmation. A full-text copy of the Amended Disclosure Statement dated Dec. 17, 2019, is available at https://tinyurl.com/vyjzang from PacerMonitor.com at no charge. The Debtor is represented by: WALDRON & SCHNEIDER, PLLC Kimberly A. Bartley 15150 Middlebrook Drive Houston, Texas 77058 Tel: 281-488-4438 Fax: 281-488-4597 E-mail: kbartley@ws-law.com About Lazer Construction Company Lazer Construction Company, Inc., is a Texas corporation formed in 1992 and is one of the leading minority owned general contractors providing dirt work and contracting services to the City of Houston. Lazer Construction Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33495) on June 24, 2019. At the time of the filing, the Debtor disclosed $8,334,551 in assets and $9,350,803 in liabilities. The case is assigned to Judge Jeffrey P. Norman. Waldron & Schneider, L.L.P. is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LIGADO NETWORKS: Mulls Debt Restructuring, Taps Moelis ------------------------------------------------------ Ligado Networks, the wireless venture previously known as LightSquared, is preparing for a possible debt restructuring or bankruptcy, Andrew Scurria of The Wall Street Journal reports, citing people familiar with the matter. Ligado has hired Moelis & Co. to prepare for a possible restructuring or recapitalization if its application with the Federal Communications Commission isn't resolved soon, according to the report. WSJ notes that the company has spent years seeking federal approval to develop a valuable swath of wireless airwaves and positioning itself as a potential cog in the U.S. build-out of 5G technology. The delay in winning federal approval has taken a toll on its finances, the report continues. LightSquared rebranded itself as Ligado Networks -- https://ligado.com/ -- after emerging from Chapter 11 bankruptcy in March 2015. LITTLE YORK: Seeks to Hire Spector & Cox as Counsel --------------------------------------------------- Little York Beltline GP, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Spector & Cox, PLLC, as counsel to the Debtor. Little York requires Spector & Cox to (a) provide legal advice with respect to its powers and duties As debtor- in-possession; (b) prepare and pursue confirmation of a plan and approval of a disclosure statement; (c) prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; (d) appear in Court and protecting the interests of the Debtor before the Court; and (e) perform all other legal services for the Debtor which may be necessary and proper in these proceedings. Spector & Cox will be paid at these hourly rates: Attorneys $325 to $375 Paralegals $105 Prior to the filing of the bankruptcy case, the Debtor tendered funds in the amount of $22,067 to the Firm as a retainer for services rendered. These funds were deposited directly into the Firm's IOLTA trust account, holding $22,067 as a retainer to secure payment of post-petition fees and expenses. Spector & Cox will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard Marc Spector, partner of Spector & Cox, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Spector & Cox can be reached at: Howard Marc Spector, Esq. SPECTOR & COX, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: hspector@spectorcox.com About Little York Beltline Little York Beltline GP, LLC, based in Dallas, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-33727) on Nov. 4, 2019. In its petition, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Reagan K. Vidal, managing member of BVC Advisors, LLC. The Hon. Stacey G. Jernigan is the presiding judge. Howard Marc Spector, Esq., of Spector & Cox, PLLC serves as bankruptcy counsel, and Strong Law, PLLC, is special counsel. LJ AUTOMOTIVE: Hires Demetrius J. Parrish, Jr. as Attorney ---------------------------------------------------------- LJ Automotive, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Pennsylvania to employ The Law Offices Of Demetrius J. Parrish, Jr., as attorney to the Debtor. LJ Automotive requires Demetrius J. Parrish, Jr. to: a. provide legal advice with respect to the Debtor's power and duties as debtors in possession in the continued operation of its business; b. pursuit of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; c. prepare on behalf of the Debtors necessary applications, motions, answers, orders, reports and other legal papers; d. appear in Court and otherwise protecting the interests of the Debtor before the Court; and e. perform all legal services for the Debtor which may be necessary and proper in these proceedings. Demetrius J. Parrish, Jr. will be paid at the hourly rate of $300. Demetrius J. Parrish, Jr. will also be reimbursed for reasonable out-of-pocket expenses incurred. Demetrius J. Parrish, Jr., a partner of The Law Offices Of Demetrius J. Parrish, Jr., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Demetrius J. Parrish, Jr. can be reached at: Demetrius J. Parrish, Jr., Esq. THE LAW OFFICES OF DEMETRIUS J. PARRISH, JR. 7715 Crittenden St., Suite 360 Philadelphia, PA 19118 Tel: (215) 735-3377 About LJ Automotive LJ Automotive, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 19-17590) on Dec. 4, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by The Law Offices Of Demetrius J. Parrish, Jr. LONGHORN PAVING: Seeks to Hire Marcos D. Oliva as New Counsel ------------------------------------------------------------- Longhorn Paving & Oilfield Services, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Marcos D. Oliva, PC as its new legal counsel. Oliva will substitute for Villeda Law Group, the firm that initially handled the Debtor's Chapter 11 case. The Debtor will pay the firm $300 per hour for the services of its attorneys and $125 per hour for paralegal services. The retainer fee is $5,000. Marcos Oliva, Esq., disclosed in court filings that he is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Marcos D. Oliva, Esq. Hector D. Picazo, Esq. Marcos D. Oliva, PC 223 W. Nolana Ave. McAllen, TX 78504 Phone: (956) 683-7800 Fax: (866) 868-4224 Email: marcos@oliva.law About Longhorn Paving & Oilfield Longhorn Paving & Oilfield Services, Inc. -- http://www.longhornpavingandoilfield.com/-- is a family-owned contractor in Edinburg, Texas that provides services to commercial, residential, site construction, utilities, asphalt and concrete paving clients. In addition, the company provides site construction for oilfield pad sites, and services to drilling, completion and production companies. Its main yard is located in Edinburg and it has an additional yard located in the Eagle Ford and West Texas. Longhorn Paving & Oilfield Services sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-70233) on June 10, 2019. In the petition signed by Melissa Awbrey, vice president, the Debtor disclosed $3,733,262 in assets and $3,131,973 in liabilities. Judge Eduardo V. Rodriguez oversees the case. LOOKOUT RIDGE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Lookout Ridge, LLC 160 Lookout Ridge Georgetown, TX 78626-7501 Business Description: Lookout Ridge, LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: January 7, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-10039 Judge: Hon. Tony M. Davis Debtor's Counsel: Ron Satija, Esq. HAJJAR PETERS LLP 3144 Bee Caves Rd Austin, TX 78746-5560 Tel: (512) 637-4956 E-mail: rsatija@legalstrategy.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Drew Hall, company representative. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/0VVFVP LOTUS RESEARCH: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Lotus Research, Inc. 535 Mission Street, FL 14 San Francisco, CA 94105 Business Description: Headquartered in New York, Lotus Research, Inc. is a live video streaming company founded in 2014. Chapter 11 Petition Date: January 7, 2020 Case No.: 20-10032 Court: United States Bankruptcy Court Southern District of New York Debtor's Counsel: Charles Higgs, Esq. LAW OFFICE OF CHARLES A. HIGGS 450 Lexington Avenue FL 4 New York, NY 10017 Tel: (917) 673-3768 E-mail: charles@freshstartesq.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Leonard Pimentel, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/EuUSfU MAGNUM CONSTRUCTION: Plan Administrator Hires Wargo & French ------------------------------------------------------------ Soneet Kapila, the administrator of Magnum Construction Management, LLC's Chapter 11 plan of reorganization, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Wargo & French, LLP as his legal counsel. The firm will provide these services: (a) assist in the evaluation and prosecution of claims objections; (b) prepare employment and fee applications for the plan administrator and his professionals; (c) pursue, litigate, settle, release, waive or abandon all avoidance actions; (d) file with the bankruptcy court reports and other documents and pay fees required by the plan or otherwise required to close the Debtor's Chapter 11 case; (e) set off amounts owed to the Debtor against any and all amounts otherwise due to be distributed to holders of all allowed Class 6 claims; (f) prepare and file pleadings and other documents; and (g) appear in court and participate in litigation to represent the interests of the plan administrator. The firm's hourly fees are: Partners $435 - $525 Associate Attorneys $295 - $410 Legal Assistants/Paralegals $90 - $240 Kristopher Aungst, Esq., a partner at Wargo & French, disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kristopher E. Aungst Wargo & French, LLP 201 S. Biscayne Blvd, Suite, 1000 Miami, FL 33131 Phone: 305-777-6040 Email: kaungst@wargofrench.com About Magnum Construction Management Magnum Construction Management, LLC -- https://www.mcm-us.com/ -- formerly known as Munilla Construction Management, LLC, is a construction company specializing in heavy civil construction in the areas of transportation, airport infrastructure, roads, bridges, government buildings and schools. It is headquartered in South Miami, Florida, but also has offices in (i) Broward County, Florida, and (ii) Irving, Texas. As of the Petition Date, MCM employs a total of 292 people. Magnum Construction Management filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr S.D. Fla. Case No. 19-12821) on March 1, 2019. In the petition signed by CFO Gilberto Ruizcalderon, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Paul A. Avron, Esq., at Berger Singerman LLP. The U.S. Trustee for Region 21 appointed creditors to serve on the official committee of unsecured creditors on March 14, 2019. The committee hired Wargo & French, LLP, as its legal counsel. On Dec. 13, 2019, the court confirmed the Debtor's Chapter 11 plan of reorganization. Soneet Kapila was appointed as plan administrator. MAXAR TECHNOLOGIES: S&P Alters Outlook to Stable, Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Maxar Technologies Inc. to stable from negative and affirmed its 'B' issuer credit rating on the space technology solutions provider. At the same time, S&P affirmed its 'B' issue-level rating on the company's first-lien debt. The '3' recovery rating remains unchanged. The outlook revision follows the company's announcement that it plans to sell its segment, Macdonald, Dettwiler, And Associates (MDA), and use the proceeds from the sale to reduce its debt. The stable outlook reflects S&P's expectation that Maxar's debt to EBITDA will improve to between 6.2x and 6.6x in 2019 and to between 5.0x and 5.4x in 2020 as it uses the cash from its asset sales to repay debt. S&P expects that any decrease in the company's earnings from the sale of MDA will be more than offset by the reduction in its debt, interest expense, and capital expenditure. Although MDA contributed about $70 million-$90 million of EBITDA, the company's capital expenditure will decrease modestly and its interest expense will be reduced by about $30 million-$40 million. Specifically, Maxar will use the approximately $765 million of proceeds from the sale of MDA to reduce its debt. It also used the $291 million gross proceeds from the recent sale-leaseback of its Palo Alto facility to repay debt, which will contribute to a total reduction of more than $1 billion in its outstanding debt. The stable outlook on Maxar reflects S&P's expectation that the company's debt leverage will decrease significantly, to the 5.0x-5.4x range in 2020, because it will use the proceeds from the sale of MDA and the sale-leaseback of its Palo Alto facility to repay debt. S&P also expects the company to report modest organic earnings growth as it restructures its GEO satellite business. "We could raise our rating on Maxar if we expect its debt to EBITDA to remain below 5x for an extended period. This could occur if the company reduces the costs associated with its GEO business and returns the segment to profitability while maintaining the performance of the rest of its operations," S&P said. "We could lower our rating on Maxar if its debt to EBITDA remains above 7x in 2020 and we expect its leverage to remain elevated or if we believe that it is unlikely to generate significant free cash flow heading into 2021. This could occur if the company continues to lose money on its GEO business, fails to win new contract awards, or requires a higher-than-expected level of investment for the Legion constellation, leading to weaker earnings or cash flow," the rating agency said. MDC HOLDINGS: Moody's Assigns Ba2 Rating to Proposed $300MM Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to M.D.C. Holdings, Inc.'s proposed $300 million notes due 2030. M.D.C.'s other ratings and stable outlook remain unchanged. The proceeds of the new notes will be used to refinance the company's $250 million 5.625% senior unsecured notes due 2020 as well as for general corporate purposes. While the transaction is slightly leveraging, the increase in debt outstanding is mitigated by the interest cost savings the company expects to achieve from the issuance. Assignments: Issuer: M.D.C. Holdings, Inc. Senior unsecured notes, Assigned Ba2 (LGD4) RATINGS RATIONALE M.D.C.'s Ba2 Corporate Family Rating reflects the company's conservative financial policy, commitment to deleveraging, continued focus on expanding affordable product offerings, low land supply strategy and a diverse geographic footprint. These factors are offset by weak gross margins, which while growing, remain below the weighted average industry gross margin of about 20%. M.D.C.'s liquidity is good and considers a conservative financial policy that includes very limited speculative building and modest land spend. M.D.C.'s proposed and existing senior notes are unsecured and the creditors have the same priority of claim as M.D.C.'s unsecured revolving credit facility. The Ba2 rating assigned to the senior unsecured notes, at the same level with the CFR, reflects that this class of debt represents the preponderance of debt in the capital structure. The stable outlook reflects Moody's expectations that underlying fundamentals in the homebuilding industry will remain healthy over the next 12 to 18 months and will support M.D.C's organic growth and operating performance. M.D.C.'s ratings could be upgraded if the company can increase its scale while improving profitability, such that total revenue approaches $4.5 billion and gross margins approach 20%. Further, total adjusted homebuilding debt to book capitalization would be expected to be sustained below 40% and EBIT interest coverage is sustained above 5.0x. An upgrade would also require maintenance of a good liquidity profile. The ratings could be downgraded if gross margins compress well below 20%, EBIT interest coverage remains below 4.0x and homebuilding debt leverage is maintained at or above 45%. Any material weakening of liquidity could also result in a downgrade. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Founded in 1972 and headquartered in Denver, CO, M.D.C. is a mid-sized national homebuilder that builds and sells primarily single-family detached homes to first-time and first-time move-up buyers under the name "Richmond American Homes". The homebuilding divisions operate across three segments, including states such as Arizona, California, Nevada, Washington, Oregon, Colorado, Utah, Virginia, Maryland, and Florida. For the twelve month period ended September 30, 2019, the company's revenue and net income were approximately $3 billion and $200 million, respectively. MDC HOLDINGS: S&P Rates New $300MM Senior Unsecured Notes 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to MDC Holdings Inc.'s proposed $300 million senior unsecured notes due 2030. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P expects the company to use the proceeds from this issuance for general corporate purposes, including to potentially repay its $250 million of outstanding 5.625% senior unsecured notes due February 2020. MEDICAL DIAGNOSTIC: Affiliate Taps Stinson LLP as Legal Counsel --------------------------------------------------------------- MDIG of Arizona, LLC, an affiliate of The Medical Diagnostic Imaging Group Ltd., received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Stinson LLP as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code; negotiation with creditors; the preparation of a bankruptcy plan; and legal assistance in connection with any post-petition financing arrangement or sale of its assets. Stinson's hourly rates for paralegals and lawyers range from $210 to $770. The retainer fee is $30,000. Stinson is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Thomas J. Salerno, Esq. Christopher C. Simpson, Esq. Stinson LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85004-4584 Tel: (602) 279-1600 Fax: (602) 240-6925 Email: thomas.salerno@Stinson.com christopher.simpson@Stinson.com About Medical Diagnostic The Medical Diagnostic Imaging Group, Ltd., a provider of diagnostic radiology services, and its affiliate MDIG of Arizona, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-15722 and 19-15726) on Dec. 16, 2019. At the time of the filing, both Debtors disclosed assets of between $1 million and $10 million and liabilities of the same range. Medical Diagnostic is represented by Michael W. Carmel, Ltd. while MDIG of Arizona is represented by Stinson LLP. MODERN POULTRY: Feb. 13, 2020 Plan Confirmation Hearing Set ----------------------------------------------------------- On Dec. 17, 2019, the U.S. Bankruptcy Court for the Northern District of Alabama, Eastern Division, convened a hearing on approval of the disclosure statement for Debtor Modern Poultry Systems, LLC. Judge James J. Robinson approved the disclosure statement subject to amendments being made, the amendments being run by the parties, and the amended disclosure statement being filed no later than Dec. 26, 2020 and established the following dates and deadlines: * Jan. 30, 2020, is the deadline for acceptances or rejections of the Chapter 11 Plan. * Feb. 6, 2020, is the deadline for any and all objections to confirmation of the Chapter 11 Plan. * Feb. 13, 2020, at 10:45 a.m. in the Bankruptcy Courtroom, Room 113, 12th and Noble Streets, Anniston, AL 36201 is the hearing on confirmation of the chapter 11 plan. About Modern Poultry Systems Modern Poultry Systems, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-40259) on Feb. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge James J. Robinson. Tameria S. Driskill, LLC, is the Debtor's legal counsel. NEUROPROTEXEON INC: $5M DIP Loan from JMB Capital Gets Interim OK ----------------------------------------------------------------- NeuroproteXeon, Inc., and three debtor subsidiaries sought permission from the Bankruptcy Court to obtain up to $5 million of DIP financing under a super-priority senior secured credit facility from JMB Capital Partners Lending, LLC. Specifically, the Debtors seek interim authority to draw up to $1.5 million (which amount is inclusive of the roll-up loan under the DIP facility) upon entry of the interim order, with the remaining balance available to be drawn upon entry of the final order. The Debtors intend to use the DIP loan proceeds to: (a) fund the postpetition working capital needs of the Debtors during the pendency of the Chapter 11 cases, (b) pay fees, costs and expenses of the DIP Facility on the terms and conditions described in the DIP loan documents, (c) roll-up of outstanding prepetition secured obligations held by the prepetition secured party (that become the DIP Lender) into DIP Obligations, and (d) pay the allowed administrative costs and expenses of the Chapter 11 cases. The Debtors also have sought Court approval to use the cash collateral of the prepetition secured lenders. Prior to the Petition Date, JMB Capital Partners Lending, LLC, made loans, advances and provided other financial accommodations to the Debtors. As of the Petition Date, the Debtors were indebted to the prepetition lender under the prepetition loan document an aggregate outstanding principal amount of not less than $250,000 plus accrued interest, all costs, fees, expenses (including attorneys' fees and legal expenses) and other charges. The material terms of the DIP Agreement include: * Borrower: NeuroproteXeon, Inc., NeuroproteXeon Limited, NeuroproteXeon GmbH and NPXe PLC * DIP Lender: JMB Capital Partners Lending, LLC * DIP Facility: A senior secured super priority term loan in the principal amount of up to $5,000,000 * Borrowing Limits: Interim funding in the principal amount of $1,500,000 to be advanced as the initial funding of the maximum loan amount upon entry of the interim order, which amount will be inclusive of the roll-up loan, and up to $5,000,000 upon entry of the final order. * Interest Rates: All advances will bear interest on the daily balance thereof at a rate equal to 12.00% per annum. * Default Rate: Upon the occurrence and during the continuation of an event of default, all obligations will bear interest on the daily balance thereof at a per annum rate equal to five percentage points (5%) above the per annum rate otherwise applicable. * Maturity Date: The earliest of: (i) the stated maturity date (which is March 31, 2020); (ii) the effective date of a plan of reorganization; (iii) if the final order has not been entered by the Bankruptcy Court, the date that is one day after the final hearing; (iv) entry of an order converting the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code or dismissing the Chapter 11 case; (v) the closing of any sale and (vi) the acceleration of the outstanding obligations, including a result of the occurrence and continuation of an event of default. * Carve-out: The sum of: (i) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee; (ii) the reasonable fees and expenses up to $15,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code; and (iii) the aggregate amount of unpaid fees and expenses of the Debtors and the Committee to the extent such fees and expenses are allowed and payable pursuant to an order of the Court and the reimbursement of out-of-pocket expenses allowed by the Court and incurred by the members of the Committee in the performance of their duties (but excluding fees and expenses of third party professionals employed by such members) which amount under this clause will not exceed the sum of: (x) an aggregate amount per week limited to the amount set forth in the budget for allowed professional fees and Committee expenses incurred prior to the delivery of a carve-out trigger notice provided (i) the Maturity Date has not occurred or (ii) event of default has not occurred or continuing plus (y) $50,000 for Allowed Professional Fees and Committee Expenses incurred from and after the delivery of the Carve-Out Trigger Notice, less any outstanding amount of retainers received by the case professionals prior to the Petition Date. * Priority and Collateral: The DIP lender is granted on a final basis, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected first priority DIP liens in the DIP collateral as follows, in each case subject to the carve-out: (i) Consensual Priming Liens on Encumbered Property As a result of the priming of the pre-petition liens pursuant to the interim order, the DIP Lender will have a first priority senior priming lien and security interest in, among other things, (A) all of the assets of Debtors and its debtor and non-debtor Subsidiaries, including the "collateral" as defined in the Prepetition Credit Agreement, and (B) the Debtors' pre-petition and post-petition commercial tort claims, including all claims and causes of action (i) against the Debtors' officers and directors, and (ii) all other pre-petition tort claims, and the proceeds thereof; (ii) Liens on Unencumbered Property valid, binding, continuing, enforceable, non-avoidable automatically and fully perfected first priority liens on and security interests in all DIP collateral that is not otherwise subject to any valid, enforceable, and non-avoidable liens on and security interests in the DIP collateral; and (iii) Liens Junior to Certain Other Liens valid, enforceable, non-avoidable automatically and fully perfected junior liens on and security interests in all DIP collateral (other than as set forth in clauses (i) and (ii)) subordinate only to the permitted prior liens. * Adequate Protection in the Cash Collateral (a) Adequate Protection Liens The pre-petition secured party is granted (effective and perfected upon the date of the interim order), in the amount equal to the aggregate diminution in value of the interests in the pre-petition collateral, including cash collateral, from and after the Petition Date, a valid, perfected replacement security interest in and lien upon any and all assets subject to the pre-petition liens, subordinate to the DIP liens and any liens to which the DIP liens are junior and the carve-out. (b) 507(b) Claims The pre-petition secured party, on behalf of itself and the pre-petition lender, is granted an allowed superpriority administrative expense claim as provided in Section 507(b) of the Bankruptcy Code in the amount of the adequate protection claim with priority in payment over any and all administrative expenses which 507(b) Claims will have recourse to and be payable from all of the DIP Collateral. The 507(b) claims will be subject and subordinate only to (A) the carve-out and (B) the DIP superpriority claims. * Milestones: (i) Within one day of the Petition Date, file a motion to: - conduct the sale, which sale motion will be in form and substance acceptable to lender; - approve bidding procedures for the sale in the form and substance acceptable to the lender; - to retain a financial advisor in form and substance acceptable to the lender; - retain an investment banker for the purpose of marketing the collateral and conducting the sale in form and substance acceptable to the lender; (ii) Within five days of the Petition Date, cause the investment banker to distribute necessary materials with respect to the sale to potential purchasers of the collateral and continue to distribute materials, as appropriate, until the applicable deadline set forth in the bid procedures; (iii) Within 24 days of the Petition Date, obtain an order of the Bankruptcy Court, in form and substance acceptable to the lender: - approving the bid procedures; - approving retention of the financial advisor; - approving retention of the investment banker; (iv) Within 25 days of the Petition Date, obtain entry of the final order; (v) Name a stalking horse bidder that is acceptable to lender in its reasonable discretion no later than January 21, 2020; (vi) Commence and conclude auction in accordance with bid procedures no later than February 24, 2020; (vii) Obtain an order of the Bankruptcy Court, in form and substance acceptable to the lender in its sole discretion, approving the sale no later than February 28, 2020; (viii) Close the sale no later than March 10, 2020. As material inducement to the DIP Lender to agree to provide the DIP Facility, and in exchange for the DIP Lender's agreement to subordinate its superpriority claims to the carve-out, subject to entry of a final order, the DIP lender is entitled to a waiver of any "equities of the case" exception under Section 552(b) of the Bankruptcy Code, and (b) subject to entry of a final order, the DIP lender is entitled to a waiver of the provisions of Section 506(c) of the Bankruptcy Code. Interim Approval Granted Judge Mary F. Walrath authorized the Debtors to borrow from the DIP lender the interim DIP advance of up to $1,500,000 (comprised of $1,250,000 in additional funds and $250,000 of principal amount of DIP roll-up obligations), subject to the terms and conditions set forth in the DIP loan documents and the interim order. Judge Walrath also approved the DIP facility, including the DIP roll-up obligations, and authorized the Debtors to use cash collateral pursuant to the interim order and the DIP loan documents. The Court further ruled that: * the DIP obligations will constitute allowed senior administrative expense claims against each Debtor and their estates with priority in payment over any and all administrative expenses, provided that the DIP superpriority claims will be subject to and subordinate to only the carve-out; * as security for the DIP obligations, the DIP lender is granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected security interests in and liens on all DIP collateral as collateral security for the prompt and complete performance and payment when due of the DIP obligations; * the carve-out and the collateral proceeds and loans under the DIP loan documents may be used for allowed fees and expenses, in an amount not to exceed $25,000 in the aggregate incurred solely by a Committee (if appointed), in investigating (but not prosecuting or challenging) the validity, enforceability, perfection, priority or extent of the pre-petition liens within 30 calendar days following appointment of the Committee; The DIP Lender will have the right to credit bid the total of the DIP obligations for any or all of the DIP collateral at a sale, lease or other disposition of such DIP Collateral outside the ordinary course of business (including any auction or similar sales), whether pursuant to a plan of reorganization or a motion pursuant to Section 363 of the Bankruptcy Code or otherwise (which credit bid rights under Section 363(k) of the Bankruptcy Code or otherwise will not be impaired in any manner. A copy of the interim order is available at https://is.gd/KxwOQI from PacerMonitor.com at no charge. The final hearing on the motion is scheduled on January 9, 2020 at 10:30 a.m. About NeuroproteXeon, Inc. NeuroproteXeon, Inc. and its subsidiaries -- https://www.neuroprotexeon.com -- are generally engaged in the development, commercialization and marketing of pharmaceutical agents, medical devices and/or other life sciences technologies. Since 2018, the Group has concentrated on developing, testing and obtaining worldwide regulatory approval of a product consisting of pharmaceutical grade xenon gas for inhalation, which has been trademarked under the name XENEXTM, and a propriety device which delivers a combination of XENEXTM and oxygen to the respiratory system of persons who experience Post-Cardiac Arrest Syndrome. The companies each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-12676) on December 16, 2019. Ashby & Geddes, P.A., is the Debtors’ general bankruptcy counsel; Brown Rudnick, LLP, is the Debtors' special counsel. Emerald Capital Advisors, Corp., is the Debtors' financial advisor; Lincoln Partners Advisors LLC is the Debtors' investment banker. Omni Agent Solutions, Inc., serves as the Debtors' claims & noticing agent. In the petitions signed by James McAuliffe, CFO, the Debtors listed assets and liabilities as follows: Lead Debtor's Estimated Assets: $0 to $50,000 Lead Debtor's Estimated Liabilities: $1 million to $10 million NPXe PLC's Estimated Assets: $0 to $50,000 NPXe PLC's Estimated Liabilities: $100,000 to $500,000 NeuroproteXeon Limited's Estimated Assets: $0 to $50,000 NeuroproteXeon Limited's Estimated Liabilities: $500,000 to $1 million NeuroproteXeon GmbH's Estimated Assets: $0 to $50,000 NeuroproteXeon GmbH's Estimated Liabilities: $100,000 to $500,000 Judge Mary F. Walrath is assigned to the cases. OAKLEY GRADING: Jan. 8, 2020 Disclosure Statement Hearing Set ------------------------------------------------------------- Theo D. Mann, chapter 11 trustee for debtor Oakley Grading and Pipeline, LLC, has filed a Third Amended Plan of Reorganization and a corresponding Disclosure Statement. Jan. 8, 2020, at 10:30 a.m. in the United States Bankruptcy Court, 2nd Floor Courtroom, Lewis R. Morgan Federal Building, 18 Greenville Street, 2nd Floor, Newnan, Georgia is the hearing on the question of the approval of the proposed Disclosure Statement. Jan. 6, 2020, at 4:00 p.m. is the deadline to file any objections to the proposed Disclosure Statement and served upon attorneys for the Trustee and the United States Trustee. A full-text copy of the Disclosure Statement for Third Amended Plan of Reorganization is available at https://tinyurl.com/r3r6ola from PacerMonitor.com at no charge. The Chapter 11 Trustee is represented by: MORRIS, MANNING & MARTIN LLP Lisa Wolgast Talia B. Wagner 3343 Peachtree Rd., N.E., Suite 1600 Atlanta, Georgia 30326 Telephone: (404) 233-7000 About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. On May 9, 2017, the Superior Court of Henry County appointed Oakley's hired expert in the Henry County Litigation, The Hartman Firm, LLC, as receiver over the Debtor. On April 9, 2018, the receiver caused the Debtor to file a petition for relief under Chapter 11 of Title 11 of the United States Code, initiating a Chapter 11 case (Bankr. N.D. Ga. Case No. 18-10743). In the petition signed by Vic Hartman, receiver, the Debtor was listed to have $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor-Receiver's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for the Debtor. The Chapter 11 Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. PACIFIC CONSTRUCTION: Withdraws Plan After Errors in MORs --------------------------------------------------------- The telephonic hearing scheduled Dec. 19, 2019, at 1:30 p.m. to consider the plan and disclosure statement of debtor Pacific Construction Group, LLC, was cancelled after the Debtor withdrew its plan and disclosure statement. The Debtor intends to file an amended plan and disclosure statement in January. In a letter addressed to Judge Peter McKittrick, the Debtor's counsel, said on Dec. 16, 2019, "The Debtor recently discovered errors in its monthly operating reports, and, consequently, its disclosure statement. Because of the time constraints imposed on the Debtor's Plan by 11 U.S.C. Sec. 1129(e), the Debtor has elected to withdraw its Plan and Disclosure Statement. The Debtor respectfully requests that the upcoming confirmation hearing be cancelled, so that the Debtor can propose a new disclosure statement and plan once the errors have been corrected. The Debtor expects to resolve the issues promptly." The Debtor is represented by: Nicholas J. Henderson Motschenbacher & Blattner, LLP 117 SW Taylor St., Suite 300 Portland, OR 97204 Telephone: (503) 417-0500 E-mail: nhenderson@portlaw.com About Pacific Construction Group Pacific Construction Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Oregon Case No. 19-31770) on May 14, 2019. In the petition signed by Christopher Mackenzie, member, the Debtor was estimated to have assets of less than $100,000 and debt of less than $500,000. The Debtor is represented by Nicholas J. Henderson, Esq. at Motschenbacher & Blattner, LLP. PAINTER SANTA: Seeks to Hire NAI Capital as Broker -------------------------------------------------- Painter Santa, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire NAI Capital, Inc. as its real estate broker. The firm will assist the Debtor in connection with the sale of its primary asset -- an industrial building located at 10329 Painter Ave., Santa Fe Springs, Calif. NAI Capital has agreed to reduce its shared commission with any buyer's agent to 4.5 percent. If it is a dual agent, the firm will receive a commission of no more than 4 percent. Any commission is to be paid from the sale proceeds upon closing. NAI Capital is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: R. Scott Martin NAI Capital, Inc. 225 S. Lake Ave., Suite 1170 Pasadena, CA 91101 About Painter Santa Painter Santa LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Painter Santa sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-24103) on Dece. 3, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Julia W. Brand oversees the case. David B. Zolkin, Esq., at Zolkin Talerico, LLP, is the Debtor's legal counsel. PARKING MANAGEMENT: Plan & Disclosures Due Feb. 14, 2020 -------------------------------------------------------- On Dec. 12, 2019, at 10:00 a.m., the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, conducted a Chapter 11 Status Conference for debtor Parking Management Services of America, Inc. in Courtroom 1375, the Honorable Julia W. Brand presiding. The Court set the following deadlines: * Jan. 31, 2020, shall be the last day to file claims. * Dec. 16, 2019, is the deadline for the Debtor to file a Notice of Claims Bar Date. * Feb. 14, 2020, is the last day to file Disclosure Statement and Plan. The Status Conference is continued to March 19, 2020, at 10:00 a.m. The Debtor is represented by: Alla Tenina, Esq. Tenina Law, Inc. 15250 Ventura Blvd, Suite 601 Sherman Oaks, CA 91403 Phone: (213)596-0265 Fax: (310)774-3674 E-mail: alla@teninalaw.com About Parking Management Services of America Parking Management Services of America, Inc., provides parking attendants and attending personnel to various third parties' parking locations. Parking Management Services filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-21103) on Sept. 19, 2019 in Los Angeles, California. TENINA LAW, INC., serves as the Debtor's counsel. PNW HEALTHCARE: Committee Taps Bush Kornfeld as Local Counsel ------------------------------------------------------------- The official committee of unsecured creditors of PNW Healthcare Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Bush Kornfeld LLP as its local counsel. The firm will provide these services to the committee in connection with the Debtors' Chapter 11 cases: (a) advise the committee of its rights, duties and powers; (b) represent the committee in its consultation with the Debtors relative to the administration of the case; (c) investigate and analyze the Debtors' assets and liabilities, investigate the extent and validity of their debts and participate in and review any proposed asset sales or dispositions; (d) attend meetings and negotiate with representatives of the Debtors, creditors and other parties; (e) assist the committee in its examination, investigation, and analysis of the conduct of the Debtors' affairs; (f) assist the committee in the review, analysis, and negotiation of any plan of reorganization or liquidation that may be filed; (g) review, analyze and negotiate any financing or funding agreements; (h) take all necessary actions to protect and preserve the interests of the committee, including the prosecution of actions on its behalf or on the Debtors' behalf, negotiations concerning all litigation in which the committee or Debtors are involved, and the review and analysis of all claims filed against the Debtors; (i) prepare pleadings, reports and other legal papers in support of positions taken by the committee; and (j) appear before the bankruptcy court and other courts or regulatory bodies. The firm's hourly fees are: Partners $400 - $540 Associates $275 - $350 Paraprofessionals $75 - $95 Armand Kornfeld, Esq., and Christine Tobin-Presser, Esq., the firm's attorneys who will be representing the committee, charge $400 per hour and $540 per hour, respectively. Bush Kornfeld is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Armand Kornfeld, Esq. Christine Tobin-Presser, Esq. Bush Kornfeld LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Telephone: (206) 292-2110 Facsimile: (206) 292-2104 Email: jkornfeld@bskd.com ctobin@bskd.com About PNW Healthcare PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest Health & Rehabilitation Center -- http://www.aldercrestskillednursing.com/-- are providers of long-term skilled nursing care and short-term rehabilitation solutions. On Nov. 22, 2019, the Debtors filed Chapter 11 petitions (Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle, Wash. At the time of the filing, PNW Healthcare had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Christopher M. Alston oversees the cases. The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel; D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich & Associates LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent, and as administrative advisor. Gregory Garvin, acting U.S. trustee for Region 18, appointed creditors to serve on the official committee of unsecured creditors on Dec. 12, 2019. The committee tapped Pepper Hamilton LLP as bankruptcy counsel, and Bush Kornfeld LLP as local counsel. PNW HEALTHCARE: Committee Taps Pepper Hamilton as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of PNW Healthcare Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Pepper Hamilton LLP as its legal counsel. The firm will provide these services to the committee in connection with the Debtors' Chapter 11 cases: a. advise the committee of its rights, duties and powers; b. assist and advise the committee in its consultations with the Debtors relating to the administration of the cases; c. assist the committee in analyzing claims of creditors and the Debtors' capital structure and in negotiating with the holders of claims and equity interests; d. assist the committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors; e. assist the committee in analyzing intercompany transactions and issues relating to non-debtor affiliates; f. assist the committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset disposition, financing of other transactions and the terms of a plan of reorganization for the Debtors; g. assist and advise the committee as to its communications, if any, to the general creditor body; h. represent the committee at all hearings and other proceedings; i. review, analyze and advise the committee with respect to all applications, orders, statements of operations and schedules filed with the court; and j. assist the committee in preparing pleadings. The firm's hourly fees are: Partners $510 - $1,095 Of Counsel $530 - $1,040 Associates $285 - $520 Paraprofessionals $160 - $335 The hourly rates for attorneys who are expected to do the primary work are: Donald Detweiler Partner $795 Francis Lawall Partner $860 John Schanne, II Associate $505 Kenneth Listwak Associate $405 Pepper Hamilton is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Francis Lawall, Esq. Pepper Hamilton LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Tel: 215.981.4481/215.981.4000 Fax: 215.981.4750 E-mail: lawallf@pepperlaw.com About PNW Healthcare PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest Health & Rehabilitation Center -- http://www.aldercrestskillednursing.com/-- are providers of long-term skilled nursing care and short-term rehabilitation solutions. On Nov. 22, 2019, the Debtors filed Chapter 11 petitions (Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle, Wash. At the time of the filing, PNW Healthcare had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Christopher M. Alston oversees the cases. The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel; D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich & Associates LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent, and as administrative advisor. Gregory Garvin, acting U.S. trustee for Region 18, appointed creditors to serve on the official committee of unsecured creditors on Dec. 12, 2019. The committee tapped Pepper Hamilton LLP as bankruptcy counsel, and Bush Kornfeld LLP as local counsel. PRESIDIO HOLDINGS: Moody's Assigns B2 CFR & Rates 1st Lien Loans B1 ------------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Presidio Holdings Inc. (New). As part of the rating action, Moody's assigned a B1 rating to the company's proposed $100 million 1st lien senior secured revolver and $625 million 1st lien senior secured term loan. The outlook is stable. Proceeds from the new term loan will be used to partially refinance acquisition bridge financing which, along with $855 million in contributed and rolled over equity, funded the roughly $2.2 billion acquisition of Presidio by BC Partners Advisors L.P. that closed on December 19, 2019. Moody's expects additional new secured and unsecured debt facilities will be raised in the near term to completely repay acquisition bridge financing. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. Ratings for the old Presidio Holdings Inc. have been withdrawn as the previously rated debt was repaid. RATINGS RATIONALE Presidio's B2 CFR reflects its small scale compared to competing IT value-added resellers and managed services firms, and the challenges of keeping up with evolving requirements of IT deployments for enterprises including the ongoing transition to cloud platforms. The buyout by BC Partners will result in debt to EBITDA of 6.0x (Moody's adjusted). Presidio also has high vendor concentration with 59% of the company's gross revenues represented by Cisco products and services, although improved compared to over 80% six years ago. Presidio's credit profile benefits from its near-national geographic footprint and improved positioning of its high-end products. The company's efforts to enhance its specialization capabilities across product categories in data center, virtualization, networking, and security deployments provide good long-term growth prospects for Presidio to expand the sale of technology solutions to small and medium sized businesses ("SMB"). Although one OEM vendor (Cisco) accounts for the majority of its revenue, Presidio has expanded its partnerships with other leading technology vendors such as Dell EMC and VMware. Presidio has also been adapting to the shift in demand for software-centric IT solutions which requires investing in the latest training certifications and capabilities to remain an important partner of Cisco's IT solutions serving primarily SMBs in the US. Moody's views Presidio's financial policy to be somewhat aggressive characterized by high financial leverage and private-equity ownership which will often lead to debt financed acquisitions or distributions to enhance equity returns. Lack of public financial disclosure and the absence of board independence are also incorporated in the B2 CFR. Presidio has good liquidity, supported by growing cash balances, full availability under its proposed $100 million, 5-year revolving credit facility and Moody's expectation of more than $65 million of free cash flow over the next 12 months (roughly 5% of adjusted debt balances). Presidio also has access to a new $250 million, 3-year accounts receivables securitization facility (unrated). Ratings for Presidio's debt instruments reflect both the overall probability of default of the company, reflected in the PDR of B2-PD, and an average recovery expectation at default. The senior secured credit facilities are rated B1, one notch above the CFR reflecting their position in the capital structure, ahead of the proposed unsecured debt capital. In a scenario in which Presidio does not issue unsecured debt capital in accordance with Moody's expectation, there could be significantly reduced cushion from junior debt and the instrument rating on the new credit facilities could be downgraded by one notch to B2. The senior secured credit facilities benefit from the collateral package and the full and unconditional guarantee by Presidio's domestic subsidiaries. The $250 million accounts receivables securitization program enjoys a preferential collateral position. In contrast, the fairly high level of payables with the company's key partner Cisco currently provides junior capital support, but could decline rapidly in a default scenario if payments terms are tightened. The stable outlook reflects Moody's expectation that Presidio will maintain its market position serving mid-sized business customers, generate mid-single digit percentage revenue and profit growth, and balance the allocation of free cash flow among business investments, acquisitions, shareholder payouts, and debt repayment. The outlook does not include debt financed transactions that would increase leverage above closing levels. Ratings could be upgraded if Presidio executes its operating strategy and reduced debt balances lead to adjusted debt to EBITDA being sustained below 4.5 times while achieving organic revenue growth consistent with industry levels. Presidio would also need to maintain operating margins with adjusted free cash flow to debt in the high single digit percentage range. Ratings could be downgraded if Presidio does not achieve expected revenue and EBITDA growth due to factors that might include weak economic conditions, increased customer churn, poor execution, or heightened competition. In addition, there would be downward rating pressure if adjusted debt to EBITDA remains above 6.0 times or liquidity weakens reflected by reduced availability under its revolver facilities or adjusted free cash flow to debt in the low single digit percentage range. A deteriorating relationship with key suppliers, including Cisco and Dell EMC, could also place downward pressure on ratings. The following ratings were assigned: Issuer: Presidio Holdings Inc. (New) Corporate Family Rating -- Assigned B2 Probability of Default Rating -- Assigned B2-PD 1st Lien Gtd Senior Secured Term Loan-- Assigned B1 (LGD3) 1st Lien Gtd Senior Secured Revolving Credit Facility -- Assigned B1 (LGD3) Outlook Action: Issuer: Presidio Holdings Inc. (New) Outlook is stable As proposed, the new term loan is expected to provide covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity equal to (i) the greater of $250 million and (ii) 100% of Consolidated EBITDA, plus additional pari passu credit facilities so long as the first lien net leverage ratio does not exceed 4.15x. Additional debt is permitted for incremental facilities that are secured on a junior lien basis (subject to a 5.15x senior secured net leverage ratio limit and 2.0x interest coverage) or are unsecured (subject to a 6.0x total net leverage ratio limit and 2.0x interest coverage). Proposed terms related to the release of subsidiary guarantees and collateral leakage through transfers to unrestricted subsidiaries have not been disclosed. Summary term sheet indicates a 100% net asset sale prepayment requirement stepping down to 50% when the first lien net leverage ratio is 3.65x, and then 0% when ratio is 3.15x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Presidio Holdings Inc. (New), headquartered in New York, NY, is a provider of information technology infrastructure and services focused on digital infrastructure, cloud, and security for commercial and government clients primarily within the U.S. On December 19, 2019, BC Partners acquired Presidio in a $2.2 billion take-private transaction. Moody's expects revenues to exceed $3.1 billion over the next twelve months. PRESIDIO LLC: S&P Lowers ICR to 'B' on Leveraged Buyout ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Presidio LLC to 'B' from 'B+'. The outlook is stable. S&P also assigned a 'B' issue-level rating and '3' recovery rating to Presidio's proposed $625 million first-lien senior secured term loan B and $100 million revolver. The rating agency expects $800 million of additional debt which it will assign ratings to at a later date. High starting debt leverage and financial sponsor ownership will bring leverage above 6x. The downgrade primarily reflects the proposed increased leverage used to fund the LBO of Presidio, which exceeds S&P's threshold at the 'B+' rating. The stable outlook reflects S&P's forecast that Presidio will likely grow revenue in the low- to mid-single-digit area over the next two years, supported by the company's positioning in cloud and cyber security solutions. The rating agency's base-case expectation for the next 12 months is for adjusted debt to EBITDA around 6x, reflecting additional debt to fund the LBO by BC Partners. "We could lower our rating if Presidio experiences revenue declines due to weak demand for products from key suppliers, a downturn in customer IT spending following a recession, or declines in profitability resulting from increased competition or a disruption in the rebate environment. In this scenario, leverage would be sustained above 7x, or free operating cash flow (FOCF) to debt would be in the low-single-digit area without prospects for improvement," S&P said, adding that this could also result from the company assuming a more aggressive financial policy through further acquisitions or dividends. "Although unlikely given its financial sponsor ownership, we could raise the rating if EBITDA growth or early debt repayment results in leverage sustained below 5x. This would most likely reflect high growth from the company's cloud and security solutions, strong performance from the company's largest product supplier, and the use of FOCF for early debt repayment," the rating agency said, adding that this would also be contingent on management's commitment to maintain leverage at or below these levels. PUBLISHED PAGE: Seeks to Hire Joyce W. Lindauer as Legal Counsel ---------------------------------------------------------------- The Published Page LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Joyce W. Lindauer Attorney, PLLC, as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code, prepare a plan of reorganization, and provide other legal services in connection with its Chapter 11 case. The firm's hourly fees are: Joyce Lindauer $395 Jeffery Veteto $225 Guy Holman $210 Dian Gwinnup $125 The hourly rates for paralegals and legal assistants range from $65 to $125. The firm's attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Lindauer can be reached through: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com About The Published Page LLC Based in Arlington, Texas, The Published Page LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-44847) on Nov. 29, 2019, listing under $1 million in both assets and liabilities. Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel. R K BROTHERS: Case Summary & 7 Unsecured Creditors -------------------------------------------------- Debtor: R K Brothers, Inc. 4403 Canadian River Drive Sugar Land, TX 77478 Business Description: R K Brothers, Inc. is a privately held company that operates in the hotels and motels industry. Its principal assets are located at 12701 North Freeway Houston, TX 77060. Chapter 11 Petition Date: January 7, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-30145 Debtor's Counsel: Jeff Carruth, Esq. WEYCER, KAPLAN, PULASKI & ZUBER, P.C. 3030 Matlock Rd., Suite 201 Arlington, TX 76015 Tel: (713) 341-1158 E-mail: jcarruth@wkpz.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ilias Maredia, manager. A copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/N5NE3A RAIT FUNDING: Jan. 29, 2020 Plan Confirmation Hearing Set --------------------------------------------------------- Debtors Rait Funding, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the Disclosure Statement for Debtors' Joint Chapter 11 Plan. On Dec. 17, 2019, Judge Brendan L. Shannon granted the motion and ordered that: * The Disclosure Statement is approved as containing adequate information within the meaning of Section 1125(a) of the Bankruptcy Code. The Debtors are authorized to distribute or cause to be distributed, the Disclosure Statement and Solicitation Packages in order to solicit votes on, and pursue Confirmation of, the Plan. * Epiq Corporate Restructuring, LLC (the Voting Agent) is authorized to, among other things, perform all Balloting Services. * Jan. 17, 2020, at 4:00 p.m. is the deadline by which all Ballots must be properly executed, completed, delivered to, and actually received by the Voting Agent. * Jan. 29, 2020, at 10:00 a.m. (prevailing Eastern Time) at 824 N. Market St., 6th Floor, Courtroom 1, Wilmington, DE 19801 is the confirmation hearing. * Jan. 17, 2020, at 4:00 p.m. is the deadline for filing and serving written objections to confirmation of the Plan. A full-text copy of the order is available at https://tinyurl.com/yx4xf62q from PacerMonitor.com at no charge. About RAIT Funding RAIT -- https://www.rait.com/ -- is an internally-managed real estate investment trust focused on managing a portfolio of commercial real estate loans and properties. RAIT Funding, LLC and its affiliates, including RAIT Financial Trust, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11915) on Aug. 30, 2019. At the time of the filing, the Debtors were estimated to have assets of between $100 million and $500 million, and liabilities of the same range. The cases are assigned to Judge Brendan Linehan Shannon. The Debtors tapped Drinker Biddle & Reath LLP as bankruptcy counsel; UBS Securities LLC as investment banker; M-III Partners L.P. as restructuring and financial advisor; Ledgewood PC as tax counsel; and Epiq Corporate Restructuring, LLC as claims and noticing agent. RAIT FUNDING: Unsecured Creditors to Get 100% in Liquidating Plan ----------------------------------------------------------------- RAIT Funding, LLC and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 Plan and a corresponding Disclosure Statement. The Plan effectuates an orderly liquidation of the Debtors' assets and maximizes recovery to Creditors. The Plan distributes substantially all of the Debtors' cash to Holders of Allowed Claims. The Plan provides that all Holders of Allowed Administrative Claims, Allowed Priority Claims, Allowed Secured Tax Claims, Allowed Senior Note Claims, and Allowed General Unsecured Claims against the Debtors will be paid in full, in cash, up to the Allowed amount of their Claims. Holders of Allowed Other Secured Claims, if any, against the Debtors generally will retain their Liens or receive the benefit of their collateral under the Plan. Holders of Interests will receive no distributions under the Plan. The Plan defines General Unsecured Claims as any Claim other than an Administrative Claim, a Professional Claim, a Secured Tax Claim, an Other Secured Claim, a Priority Tax Claim, an Other Priority Claim, a Senior Note Claim, a RAIT Parent Subordinated Guaranty Claim, a Subordinated Taberna Note Claim, a Subordinated RF Junior Note Claim, a Section 510(b) Claim, or an Intercompany Claim. The Plan provides that holders of General Unsecured Claims are unimpaired. A Holder of a General Unsecured Claims shall receive, at the Debtors' election: (a) payment in Cash in an amount equal to the amount of such Allowed General Unsecured Claim; or (b) Reinstatement of such Claim. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/s49opq2 from PacerMonitor.com at no charge. The Debtors are represented by: Patrick A. Jackson Joseph N. Argentina, Jr. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 E-mail: Patrick.Jackson@dbr.com Joseph.Argentina@dbr.com Michael P. Pompeo Brian P. Morgan DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas, 41st Floor New York, NY 10036-2714 Tel: (212) 248-3140 Fax: (212) 248-3141 E-mail: Michael.Pompeo@dbr.com Brian.Morgan@dbr.com About RAIT Funding RAIT -- https://www.rait.com/ -- is an internally-managed real estate investment trust focused on managing a portfolio of commercial real estate loans and properties. RAIT Funding, LLC and its affiliates, including RAIT Financial Trust, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11915) on Aug. 30, 2019. At the time of the filing, the Debtors were estimated to have assets of between $100 million and $500 million, and liabilities of the same range. The cases are assigned to Judge Brendan Linehan Shannon. The Debtors tapped Drinker Biddle & Reath LLP as bankruptcy counsel; UBS Securities LLC as investment banker; M-III Partners L.P. as restructuring and financial advisor; Ledgewood PC as tax counsel; and Epiq Corporate Restructuring, LLC as claims and noticing agent. RIVERBEND ENVIRONMENTAL: Hires Craig M. Geno as Attorney -------------------------------------------------------- Riverbend Environmental Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC, as attorney to the Debtor. Riverbend Environmental requires Craig M. Geno to: a. advise and consult with the Debtor-in-possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor- in-possession; b. evaluate and attack claims of various who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other paper and documents as may be necessary in the proceeding; e. advise and consult with the Debtor in connection with any reorganization plan which may be proposed in the proceeding and any matter concerning the Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of the Debtor as they become necessary in the bankruptcy proceeding. Craig M. Geno will be paid at these hourly rates: Attorneys $425 Associates $250 Paralegals $185 Craig M. Geno will be paid a retainer in the amount of $21,718, plus $1,717 filing fee. Craig M. Geno will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig M. Geno, apartner of the Law Offices of Craig M. Geno, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Craig M. Geno can be reached at: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39158-3380 Tel: (601) 427-0048 Fax: (601) 427-0050 E-mail: cmgeno@cmgenolaw.com About Riverbend Environmental Services Riverbend Environmental Services, LLC, based in Fayette, MS, sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 19-03828) on Oct. 25, 2019. In the petition signed by Jackie McInnis, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Katharine M. Samson oversees the case. Craig M. Geno, Esq., of the Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel to the Debtor. RIVERBEND ENVIRONMENTAL: Hires JWS & Associates as Consultant ------------------------------------------------------------- Riverbend Environmental Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ JWS & Associates, as engineering consultant to the Debtor. Riverbend Environmental requires JWS & Associates to provide technical services in the analysis, construction, repair and compliance to the Debtor's landfill operation in Jefferson County, Mississippi. JWS & Associates will be paid $15,000 per month. JWS & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. John W. Smith, partner of JWS & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. JWS & Associates can be reached at: John W. Smith JWS & ASSOCIATES 10305 Latting Road Cordova, TN 38016-5504 Tel: (901) 754-1239 E-mail: smithjws@bellsouth.net About Riverbend Environmental Services Riverbend Environmental Services, LLC, based in Fayette, MS, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 19-03828) on Oct. 25, 2019. In the petition signed by Jackie McInnis, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Katharine M. Samson presides over the case. Craig M. Geno, Esq., of the Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel. RIVERBEND FOODS: Panel Hires Giuliano Miller as Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Riverbend Foods LLC, seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to retain Giuliano Miller & Company, LLC, as accountant and financial advisor to the Committee. The Committee requires Giuliano Miller to: a. provide general accounting and tax advisory services to the Committee; b. assist the Committee in maximizing the value of the Debtor's assets for the benefit of all creditors; c. provide interpretation and analysis of financial materials, including accounting, tax, statistical, financial and economic data, regarding the Debtor and other relevant parties; d. provide analysis and advise with respect to any sale of the Debtor's assets; e. provide analysis of the Debtor's books and records regarding potential avoidance actions; f. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and any other matter relevant to the chapter 11 case or to the formulation of a plan; g. provide analysis and advice regarding additional accounting, financial, valuation and related issues that may arise in the course of these proceedings; h. render assistance to the Committee's attorneys in the preparation and evaluation of any potential litigation, as requested; i. provide testimony on various matters, as requested; and j. perform all other services for the Committee which are appropriate and proper in this chapter 11 case, as requested. Giuliano Miller will be paid at the hourly rates of $395 to $650. Giuliano Miller will also be reimbursed for reasonable out-of-pocket expenses incurred. Alfred T. Giuliano, partner of Giuliano Miller & Company, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Giuliano Miller can be reached at: Alfred T. Giuliano GIULIANO MILLER & COMPANY, LLC 2301 E. Evesham Road 800 Pavilion, Suite 210 Voorhees, NJ 08043 Tel: (856) 767-3000 About Riverbend Foods LLC Riverbend Foods, LLC is engaged in the business of fruit and vegetable preserving and specialty food manufacturing. It offers baby food, soups, broths, gravies, sauces and cold brew coffee. Riverbend Foods sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 19-24114) on Oct. 22, 2019. In the petition signed by CRO Dalton Edgecomb, the Debtor was estimated to have assets and liabilities in the range of $10 million to $50 million. Judge Gregory L. Taddonio is assigned to the case. The Debtor tapped Frank J. Guadagnino, Esq., at McGuirewoods LLP as counsel, and Winter Harbor, LLC as restructuring advisor. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Oct. 31, 2019. The Committee retained Fox Rothschild LLP as legal counsel, and Giuliano Miller & Company, LLC, as accountant and financial advisor. RIVORE METALS: Proposes Sale of Inventory ----------------------------------------- Rivore Metals, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of inventory. During the pendency of this case, the Debtor has determined in the exercise of its business judgment to effectuate an orderly liquidation of its assets for the benefit of the bankruptcy estate. Along with its professionals, including its financial advisor, the Debtor sought to maximize the return on the sale of its inventory, including its ferrous and non-ferrous materials. To that extent, the Debtor and its financial advisor contacted or were contacted by nine strategic buyers whose business operations are substantially similar to those of the Debtor's and who are generally considered to control a majority of the Southeastern Michigan scrap market. The Debtor and its financial advisor also contacted or were contacted by four asset liquidators to potentially purchase or auction the Inventory in bulk. However, the offers received were less than reasonable and demonstrated to the Debtor that the best course of action to maximize the return on the sale of the Inventory was to look to its previous customers and sell the Inventory accordingly. The Debtor asks the authority of the Court to sell the Inventory to those parties who wish to purchase the Inventory at prices and terms that, in the Debtor's business judgment, are acceptable and maximize the return for the Bankruptcy Estate. By way of example, the Debtor has received purchase orders from three separate regular customers for its foundry busheling, which constitutes approximately 60% of the Debtor's Inventory value, at a weighted average price 10% higher than the highest bid received from the aforementioned interested parties. This alone will yield approximately $136,000 more to the Bankruptcy Estate. In total, the ordinary course offers received to date exceed the bulk liquidation offers by approximately 23% or $506,000. One of the issues with the sale of the Inventory is that the price for the Inventory is subject to market fluctuation. By permitting the sales of the Inventory to the Inventory Purchasers, the Debtor eliminates the risk of a downward fluctuation in the market price for the Inventory while guaranteeing that the Inventory Purchasers are timely remitting payment on the Inventory sales. The proposal further ensures a timely completion of the sale of the Inventory. The Debtor believes that it is arguable that such sales to the Inventory Purchasers could be deemed "ordinary course" sales; however, it has filed the Motion out of abundance of caution. The only creditor that is secured against the Inventory, PNC Bank, N.A., has consented to the sale and is adequately protected as its lien will transfer to the proceeds derived from the Inventory sales. The Inventory will be sold "as is, where is," without any representation or warranty, whether express or implied. The Debtor believes that the sale of the Inventory is in the best interest of the bankruptcy estate and is supported by a sound business justification as it will provide for a distribution to creditors and maximize the return of the same. Finally, the Debtor asks that notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062 and 9014, the Local Rules or otherwise, the terms and conditions of the Order granting the Motion will be effective immediately upon entry and that the Debtor be authorized to close the sales of the Inventory immediately upon entry of the Order granting the Motion. About Rivore Metals Rivore Metals, LLC -- http://www.rivore.com/-- is a metals trading and project management company with offices in the United States and Canada offering full service trading operations to international specialized markets for ferrous and non-ferrous scrap metals. Rivore Metals, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-53795) on Sept. 27, 2019. In the petition signed by Konstantinos C. Marselis, president, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Thomas J. Tucker. Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C., is the Debtor's counsel. The U.S. Trustee for Region 9 appointed a committee of unsecured creditors on on Oct. 15, 2019. SAAD MARKETING: Shriji Buying All Assets for $65K ------------------------------------------------- Saad Marketing, Inc., asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the sale of substantially all assets to Shriji 2019, LLC for $64,752. At all times relevant to this Chapter 11 proceeding, the Debtor has operated a convenience store located at a gas station in Foley, Alabama. It is not the owner of the real property but leased the same pursuant to a lease for a term of years that is set to expire on Dec. 31, 2019. The Debtor does not purchase, own or sell the gasoline marketed at its location all of which is purchased, owned, and sold by the landlord. During the month of November, the Debtor's landlord entered into negotiations to sell the real property to a third-party, Shrij. Shriji notified the Debtor that Shriji intended to operate both the gas station and convenience store and would not agree to renew the Debtor's lease at the end of 2019. The Debtor attempted to discuss its options under its lease with its landlord including its right of first refusal to purchase the real property and/or agreeing to an extension of the lease prior to the sale of the real property to Shriji. They were unsuccessful in negotiating any of these options. The landlord further notified the Debtor that the landlord and Shriji would discontinue their purchases of fuel for the gas station if the Debtor attempted to hold over or failed to comply with turnover of possession to the real property at the end of 2019. Facing imminent closure of its business and an inability to liquidate the remainder of its assets, the Debtor entered into an agreement with Shriji to sell the inventory on hand for the value of inventory on hand at the time of closing with an updated inventory to be conducted that day. The Debtor entered into the agreement and Shriji gave the Debtor a check for the amount of $64,752. The Debtor is willing to pay the proceeds of the sale into the Court pending a file determination by the Court on the validity of the sale of the Debtor's assets. About Saad Marketing Saad Marketing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-13159) on Sept. 10, 2019. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. The case is assigned to Judge Jerry C. Oldshue. The Debtor is represented by Robert M. Galloway, Esq., at Galloway Wettermark Everest & Rutens, LLP. No official committee of unsecured creditors has been appointed in the case. SAN LUIS & RIO: Trustee Taps Markus Williams as Legal Counsel ------------------------------------------------------------- William Brandt Jr., the Chapter 11 trustee for San Luis & Rio Grande Railroad, Inc., received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Markus Williams Young & Hunsicker LLC as his legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding the trustee's rights, powers and duties under the Bankruptcy Code; representation in adversary proceedings; the preparation of a reorganization plan; and legal assistance in connection with the sale of the Debtor's assets. The firm's hourly fees are: James Markus, Esq. $490 Jennifer Salisbury, Esq. $385 Zachary Sanderson, Esq. $265 Paralegal/Assistant $125 Markus Williams is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: James T. Markus, Esq. Jennifer Salisbury, Esq. Zachary G. Sanderson, Esq. Markus Williams Young & Hunsicker LLC 1700 Lincoln Street, Suite 4550 Denver, CO 80203 Telephone: (303) 830-0800 Facsimile: (303) 830-0809 E-mail: jmarkus@markuswilliams.com About San Luis & Rio Grande Railroad San Luis & Rio Grande Railroad, Inc. operates the San Luis & Rio Grande Railroad. On Oct. 16, 2019, an involuntary Chapter 11 petition was filed against San Luis & Rio Grande Railroad by creditors, Ralco LLC, South Middle Creek Road Association and The San Luis Central Railroad Co. (Bankr. D. Colo. Case No. 19-18905). The petitioning creditors are represented by Brownstein Hyatt Farber Schrec and Graves Dougherty Hearon & Moody. Judge Thomas B. McNamara oversees the case. Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San Luis & Rio Grande Railroad. The trustee is represented by Markus Williams Young & Hunsicker LLC. SCOOBEEZ INC: Seeks to Hire OKeefe & Associates as Special Counsel ------------------------------------------------------------------ Scoobeez, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to hire OKeefe & Associates Law Corporation, P.C. as special litigation counsel effective as of Dec. 1, 2019. In May of 2019, Shahan Ohanessian and the other members of the Scoobeez' Global's board of directors resigned from their positions and Brian Weiss and Daniel Harrow were appointed in their stead. Concurrently with his resignation as a board member, Mr. Ohanessian executed that certain "Letter Agreement re: Resignation from Board of Directors and Limitation on Shareholder Authority During the Pendency of Chapter 11 Bankruptcy". In the Letter Agreement, Mr. Ohanessian agreed he would have no involvement in the management of the Debtors during the pendency of their bankruptcy cases. Mr. Ohanessian is now contending that he and two other shareholders called and held a Special Shareholders' Meeting on Nov. 1, 2019. According to Mr. Ohanessian, the participants in this meeting voted to remove Daniel Harrow as a director, and to appoint Mr. Ohanessian and two other individuals to the board. On Nov. 22, 2019, the Rosenthal Trust, a shareholder holding a nominal interest in Scoobeez Global, filed a motion for relief from the automatic stay, which is supported by Mr. Ohanessian, wherein Mr. Rosenthal and Mr. Ohanessian seek an order confirming the automatic stay did not bar their effort to regain control or the Debtor, or an order granting them relief from the stay to take these actions. OKeefe is being employed to oppose Mr. Ohanessian's effort to exercise control over the Debtors in violation of the Letter Agreement. OKeefe's hourly rates are: Sean A. OKeefe $695 Paraprofessionals $200 Sean A. OKeefe, Esq., member of OKeefe & Associates, attests that the firm is a "disinterested person" within the meaning of sections 101(14) and 327 of the Bankruptcy Code and it does not represent any interest adverse to the Debtors or their estates. The firm can be reached through: Sean A. O'Keefe, Esq. OKeefe & Associates Law Corporation, P.C. 30 Newport Center Dr Newport Beach, CA 92660 Phone: +1 949-334-4135 About Scoobeez Scoobeez Inc. -- https://www.scoobeez.com -- operates an on demand door-to-door logistics and real time delivery service company. It offers messaging, same day and preferred deliveries, and courier services. Scoobeez and its affiliates, Scoobeez Global Inc. and Scoobur LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 19-14989) on April 30, 2019. The cases have been assigned to Judge Julia W. Brand. At the time of the filing, Scoobeez had estimated assets and liabilities of between $10 million and $50 million while Scoobur had estimated assets and liabilities of less than $50,000. Menawhile, Scoobeez Global disclosed $6,274,654 in assets and $7,886,579 in liabilities. Foley & Lardner LLP is the Debtors' bankruptcy counsel. Conway Mackenzie, Inc., is the Debtors' financial advisor. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 20, 2019. The committee retained Levene, Neale, Bender, Yoo & Brill LLP as its counsel. SELECTA BIOSCIENCES: EcoR1 Capital Has 7.8% Stake as of Dec. 23 --------------------------------------------------------------- In a Schedule 13g filed with the Securities and Exchange Commission, EcoR1 Capital, LLC and Oleg Nodelman reported that as of Dec. 23, 2019, they beneficially own 6,896,551 shares of common stock of Selecta Biosciences, Inc., which represents 7.8 percent of the Shares outstanding. EcoR1 Capital Fund Qualified, L.P. also reported beneficial ownership of 5,737,930 Common Shares. The funds managed by EcoR1, including Qualified Fund, hold the Stock for the benefit of their investors and have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/H6cfPQ About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of Sept. 30, 2019, the Company had $39.54 million in total assets, $44.46 million in total liabilities, and a total stockholders' deficit of $4.91 million. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SELECTA BIOSCIENCES: Timothy Springer Reports 17% Stake ------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Selecta Biosciences, Inc. as of Dec. 23, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Timothy A. Springer 14,932,489 17% TAS Partners LLC 7,456,906 8.5% Chafen Lu 86,418 0.1% The Reporting Persons, in the aggregate, beneficially own 14,932,489 Shares, representing approximately 17.0% of such class of securities. The percentage of beneficial ownership is based on a total of 48,196,387 Shares issued and outstanding as of Nov. 4, 2019, as reported on the Issuer's Quarterly Report on Form 10-Q, dated Nov. 8, 2019, as well as an additional 37,634,883 Shares issued to certain investors, including TAS, on Dec. 23, 2019 pursuant to the Securities Purchase Agreement, as reported on the Issuer's Current Report on Form 8-K, dated Dec. 26, 2019. On Dec. 23, 2019, TAS purchased from the Issuer, pursuant to a securities purchase agreement by and among the Issuer, TAS, and certain other investors, 3,940,887 Shares at a price of $1.46 per Share, which was equal to the most recent consolidated closing bid price on the Nasdaq Global Market on Dec. 18, 2019, and warrants to purchase 1,970,443 Shares, exercisable at $1.46 per Share, at a purchase price of $0.125 per Warrant Share. The Warrant Shares were issued to Dr. Springer pursuant to a separate Common Stock Purchase Warrant. The Warrant Shares are exercisable as of the date of grant and have a term of five years. To date, Dr. Springer has not exercised any of the Warrant Shares. TAS paid an aggregate purchase price of approximately $6.0 million for the Private Placement Shares and the Warrant Shares. TAS drew from its investment capital for those acquisitions. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/wCPGPV About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of Sept. 30, 2019, the Company had $39.54 million in total assets, $44.46 million in total liabilities, and a total stockholders' deficit of $4.91 million. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SILICON HILLS CAMPUS: Case Summary & 19 Unsecured Creditors ----------------------------------------------------------- Debtor: Silicon Hills Campus, LLC 814 Lavaca Street Austin, TX 78701 Business Description: Silicon Hills Campus, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: January 7, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-10042 Judge: Hon. Tony M. Davis Debtor's Counsel: Morris D. Weiss, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Avenue, 18th Floor Austin, TX 78701 Tel: (512) 685-6400 E-mail: morris.weiss@wallerlaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petition was signed by Brian Elliott, corporate counsel. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/jMxa1P List of Debtor's 19 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Jackson Walker LLP Services $124,997 100 Congress, Suite 1100 Austin, TX 78701 2. Gensler Services $107,468 212 Lavaca Street Suite 390 Austin, TX 78701 3. SourceHOV Services $51,286 2701 E. Grauwyler Road Irving, TX 75061 4. Wordsearch Services $40,00 401 Broadway, Suite 220 New York, NY 10013 5. Dunaway Associates Services $22,740 550 Bailey Avenue, Suite 400 Ft Worth, TX 76107 6. DT Energy Consultants, LLC Services $13,035 10601 Pointe View Drive Austin, TX 78738 7. Jensen Hughes, Inc. Services $10,000 PO Box 62680 Baltimore, MD 21264-2680 8. Professional Service Industries Services $9,350 PO Box 74008418 Chicago, IL 60674-8418 9. G4S Services $8,391 1395 University Blvd Jupiter, FL 33458 10. KTB Real Estate Services $4,000 2007 Burnie Bishop Place Cedar Park, TX 78613 11. Travis County Tax Assessor Taxes $0 Attn: Bruce Elfant 5501 Airport Blvd Austin, TX 78751 12. Texas Gas Service Utilities $0 PO Box 219913 Kansas City, MO 64121-9913 13. Texas Comptroller of Franchise Tax $0 Public Accounts Revenue Accounting Division - Bankruptcy P.O. Box 13528 Capitol Station 14. Siemens Industry, Inc. Services $0 Smart Infrastructure 12515 Research Blvd.Bldg. 7, Suite 250A Austin, TX 7870 15. Fluor Enterprises, Inc. Services $0 5001 Spring Valley Road Suite 700 W Dallas, TX 75244 16. City of Austin Utilities $0 P.O. Box 2267 Austin, TX 78783-2267 17. Austin Energy Utilities $0 721 Barton Springs Rd. Austin, Texas 78704 18. AT&T Services $0 Select Accounts, Central South AT&T National Business 4544 S. Lamar Blvd. Austin, TX 78745 19. Ameresco Services $0 1660 NW 38th Street Lincoln City, OR 97367 SOUTHCROSS ENERGY: Young Conaway, Willkie Update Lenders Group -------------------------------------------------------------- In the Chapter 11 cases of Southcross Energy Partners L.P., et al., the law firms of Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Lender Group that they are representing. The Ad Hoc Group is comprised of: (a) certain lenders under that certain senior secured superpriority priming debtor-in-possession credit agreement dated April 3, 2019, and (b) certain unaffiliated lenders under (i) that certain term loan credit agreement dated August 4, 2014, under which Southcross Energy Partners, L.P. is a borrower and (ii) that certain Third Amended and Restated Revolving Credit Agreement dated August 4, 2014, under which Southcross is a borrower. As of Jan. 3, 2020, members of the Ad Hoc Lender Group and their disclosable economic interests are: Arbour Lane Capital Management 700 Canal Street, 4th Floor Stamford, CT 06902 * Prepetition Term: $8,102,313.14 * Prepetition Revolver: $8,112,400.00 * Roll-Up DIP: $5,340,790.54 Avenue Capital Management II, L.P. 399 Park Avenue, 6th Floor New York, NY 10022 * Prepetition Term: $9,637,562.16 * Roll-Up DIP: $3,613,718.00 * DIP New Money: $1,544,535.79 Bank of America, N.A. One Bryant Park New York, NY 10036 * Prepetition Term: $1,829,229.59 * Prepetition Revolver: $20,340,220.52 * Roll-Up DIP: $7,799,963.77 * DIP New Money: $3,288,532.00 Columbia Management Investment Advisors, LLC 225 Franklin Street Boston, MA 02110 * Prepetition Term: $6,170,498.04 * Roll-Up DIP: $2,313,706.42 * DIP New Money: $988,989.99 Cove Key Management 5847 San Felipe Street, Suite 1560 Houston, TX 77057 * Prepetition Term: $34,176,157.35 * Roll-Up DIP: $12,867,455.46 * DIP New Money: $5,499,666.26 HSBC Bank plc 8 Canada Square London, E14 5HQ United Kingdom * Prepetition Term: $3,703,212.07 * Roll-Up DIP: $1,388,566.30 * DIP New Money: $593,485.74 Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas, 26th Floor New York, NY 10036 * Prepetition Term: $40,018,804.10 * Roll-Up DIP: $15,380,383.72 * DIP New Money: $4,086,847.39 Investcorp Credit Management US LLC 280 Park Avenue New York, NY 10017 * Prepetition Term: $16,348,523.98 * Roll-Up DIP: $6,131,804.22 * DIP New Money: $2,620,788.37 J.H. Lane Partners 126 East 56th Street, Suite 1620 New York, NY 10022 * Prepetition Term: $3,379,803.44 * Roll-Up DIP: $1,267,300.14 * DIP New Money: $541,655.51 Logan Circle Partners, L.P. 1717 Arch Street, Suite 1500 Philadelphia, PA 19103 * Prepetition Term: $1,470,448.95 * Roll-Up DIP: $545,777.88 * DIP New Money: $233,270.38 MetLife Investment Advisors, LLC One MetLife Way Whippany, NJ 07981 * Prepetition Term: $16,403,390.00 * Roll-Up DIP: $6,158,249.00 * DIP New Money: $2,703,814.66 Octagon Credit Investors, LLC 250 Park Avenue, 15th Floor New York, NY 10177 * Prepetition Term: $16,476,968.00 * Roll-Up DIP: $6,178,248.00 * DIP New Money: $2,638,309.00 Solus Alternative Asset Management LP 410 Park Avenue, 11th Floor New York, NY 10022 * Prepetition Term: $54,387,144.27 * Prepetition Revolver: $23,371,795.45 * Roll-Up DIP: $37,035,755.79 * DIP New Money: $16,210,029.01 Sound Point Capital Management, L.P. 375 Park Avenue, 33rd Floor New York, NY 10152 * Prepetition Term: $45,015,175.00 * Roll-Up DIP: $16,879,011.00 * DIP New Money: $7,214,241.21 In December 2018, the Ad Hoc Lender Group retained Willkie to represent them in connection with the Debtors' restructuring. The Ad Hoc Lender Group retained Young Conaway in March 2019, prior to the Debtors' bankruptcy filing in Delaware. Counsel represent only the Ad Hoc Lender Group in connection with these chapter 11 cases. Each member of the Ad Hoc Lender Group is aware of, and has consented to, Counsel's "group representation" of the Ad Hoc Lender Group. No member of the Ad Hoc Lender Group represents or purports to represent any other entities in connection with these chapter 11 cases. Counsel to the Ad Hoc Lender Group can be reached at: YOUNG CONAWAY STARGATT & TAYLOR, LLP Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: emorton@ycst.com mlunn@ycst.com - and - WILLKIE FARR & GALLAGHER LLP Joseph G. Minias, Esq. Paul V. Shalhoub, Esq. Debra C. McElligott, Esq. 787 Seventh Avenue New York, NY 10019 -6099 Telephone: (212)728-8000 Facsimile: (212)728-8111 E-mail: jminias@willkie.com pshalhoub@willkie.com dmcelligott@willkie.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/6mk10g About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a publicly traded company that provides midstream services to natural gas producers and customers, including natural gas gathering, processing, treatment and compression, and access to natural gas liquid (NGL) fractionation and transportation services. It also purchases and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama, and include two cryogenic gas processing plants, a fractionation facility and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross Energy is headquartered in Dallas, Texas. Southcross Energy Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10702) on April 1, 2019. The Debtors disclosed total assets of $610.4 million and total liabilities of $614.3 million as of April 1, 2019. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez & Marsal as financial advisor; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as notice and claims agent and administrative advisor. SPYBAR MANAGEMENT: Court Confirms Plan of Reorganization -------------------------------------------------------- On Dec. 11, 2019, the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, convened a joint hearing on notice on the approval of Second Amended Disclosure Statement and Second Amended Plan of Reorganization of Debtor Spybar Management LLC. On Dec. 17, 2019, Judge Carol A. Doyle ordered that: * The Disclosure Statement is approved as having adequate information pursuant to Section 1125 of the Bankruptcy Code. * The Plan is confirmed. * The effective date of the Plan is Jan. 1, 2020. * Post Confirmation status is set in this matter for February 12, 2020, at 10:30 a.m. As reported earlier in the TCR, Spybar Management filed a Chapter 11 Plan that provides that Allowed non-Insider General Unsecured Claims (Class 3) estimated to total $231,926.78 will have projected recovery 100%. Payment in full from operation of business during months 6 to 60. A full-text copy of the Disclosure Statement in support of the Plan dated Nov. 4, 2019, is available at https://tinyurl.com/yybjahah from PacerMonitor.com at no charge. The Debtor is represented by: E. Philip Groben Matthew T. Gensburg GENSBURG CALANDRIELLO & KANTER, P.C. 200 West Adams St., Suite 2425 E-mail: pgroben@gcklegal.com mgensburg@gcklegal.com About Spybar Spybar Management, LLC, is an Illinois company organized on Jan. 8, 2008. In conjunction with a non-filing affiliate, Skyline Management Co., Spybar Management operates Spybar Chicago, a nightclub in Chicago's vibrant River North neighborhood. Spybar Management sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-05128) on Feb. 27, 2019. The case is assigned to Judge Carol A. Doyle. Gensburg, Calandriello & Kanter P.C. is the Debtor's counsel. TBH19 LLC: Seeks to Hire Agency RE as Real Estate Broker -------------------------------------------------------- TBH19, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire The Agency RE as real estate broker. The firm will assist the Debtor in the sale of its 40,000-square-foot real estate located at 1011 N. Beverly Drive, Beverly Hills, Calif. The Debtor wants to list the property at the initial price of $125 million. The Debtor has agreed to compensate the broker on a contingency fee of 2.5 percent of the gross sales price. Mauricio Umansky, chief executive officer of Agency RE, attests that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The broker can be reached through: Mauricio Umansky The Agency RE 331 Foothill Road, Suite 100 Beverly Hills, CA 90210 Phone: 424-230-3700 About TBH19, LLC. TBH19, LLC, owns a single family property with 17 beds, 29 baths, 10-car garage, and 3.53-acre lot located at 1011 N. Beverly Hills, Calif., having an appraised value of $125 million. The residence is considered one of the crowning achievements of renowned architect Gordon Kaufmann and was built in 1927 for Milton Getz, executive director of the Union Bank & Trust Company. TBH19 is managed by Lenard M. Ross. TBH19, LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-23823) on Nov. 24, 2019. The Debtor disclosed total assets of $125,042,955 and total liabilities of $75,126,312 as of the bankruptcy filing. The Law Offices of Robert M. Yaspan, is the Debtor's legal counsel. TEMPLE - 2358: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- Andrew R. Vara, the Acting United States trustee for Region 3, objects to the Motion of Debtor Temple - 2358 North 12th Street for approval of its amended disclosure statement describing the Amended Plan of Reorganization. The U.S. Trustee avers that the Amended Disclosure Statement submitted by the debtor does not contain adequate information to enable creditors to make an informed judgment about the Debtor's proposed plan. The U.S. Trustee points out that: * The Debtor fails to include any discussion of the results of its operations during the pendency of its bankruptcy case. The operating reports filed by the Debtor indicate it does not have sufficient funds to pay its current operating costs and proposed plan payments. * The Debtor fails to provide any specific, verifiable evidence that it has made any changes in its operations to enable it to begin meeting its operating costs, let alone making the payments under its proposed plan. There is no discussion regarding the Debtor's future operations and the ability of the debtor to make planned payments. * The Debtor fails to disclose the terms under which its present management will manage its post-confirmation operations, including the amount of compensation and/or benefits management has or will receive. A full-text copy of the U.S. Trustee's objection is available at https://tinyurl.com/vj2va2n from PacerMonitor.com at no charge. About Temple - 2358 North 12th Street Bases in Skillman, New Jersey, Temple - 2358 North 12th Street, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-21977) on June 13, 2018, estimating under $1 million in assets and liabilities. Antoinette Clarke Forbes, Esq., at Law Office of Antoinette Clarke Forbes, is the Debtor's counsel. TIME DEFINITE: Seeks to Hire Silverman as Consultant ---------------------------------------------------- Time Definite Services, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Silverman Consulting as consultant. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the development and valuation of "base case" projections through fiscal year 2024; evaluation of the Debtor's current 13-week cash flow projection model; communication with lender; and overall management assistance. The firm's hourly fees are: Daniel Rose $325 Scott Kohler $325 Associates $200 The retainer fee is $15,000. Silverman Consulting can be reached through: Daniel Rose Silverman Consulting 5750 Old Orchard Road Skokie, IL 60077 Telephone: 847-470-0200 Email: Drose@SilvermanConsulting.net. About Time Definite Services Time Definite Services, Inc., is a provider of refrigerated trucking and individualized logistics. Its affiliate Time Definite Leasing LLC provides truck renting and leasing services. Time Definite Services and Time Definite Leasing filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-06564) on July 12, 2019. In the petition signed by Michael Suarez, president, Time Definite Services disclosed $21,898,781 in assets and $22,555,177 in liabilities. Judge Michael G. Williamson oversees the case. Buddy D. Ford, P.A. is the Debtors' counsel. TIOGA INDEPENDENT SCHOOL: S&P Lowers GO Debt Rating to 'BB' ----------------------------------------------------------- S&P Global Ratings lowered its underlying rating on Tioga Independent School District (ISD), Texas' general obligation (GO) debt two notches to 'BB' from 'BBB-'. The outlook is negative. "The rating action reflects a lack of prudent financial management that has resulted in the deterioration of the district's financial position over the past several years, with a negative general fund balance at the end of fiscal 2019 and the need to cash-flow borrow for operations in August 2019. At this time, there is no plan to correct the structural imbalance in the general fund and further cash-flow borrowing may be required," said S&P Global Ratings credit analyst Stephen Doyle. S&P believes the district's budgetary flexibility and liquidity are low and could worsen over the next year. "The outlook remains negative as the district continues to face challenges restoring structural balance, which could increase the deficit balance in the general fund, further constraining liquidity," said Mr. Doyle. The negative outlook reflects S&P's view that any further budgetary pressure, whether from increased operating costs, one-time capital spending, or lower-than-expected revenues, would further weaken liquidity and necessitate additional cash-flow borrowing and sustain the structural imbalance in the general fund. The outlook also reflects S&P's view that there is at least a one-in-three chance it could lower the rating further within the one-year outlook period. S&P could revise the outlook to stable if liquidity improves and structural balance is restored in the general fund." The district's unlimited ad valorem tax pledge secures the GO debt. TNR HOLDINGS: Court Approves Second Supplemental DIP Motion ----------------------------------------------------------- Judge Meredith S. Grabill authorized TNR Holdings, LLC and debtor affiliates to obtain $375,000 of post-petition financing from Hancock Whitney, pursuant to the terms of the DIP Loan, and to use the cash collateral of the secured lender. The Court ruled that: (a) the DIP Facility and the DIP Obligations will at all times be secured by perfected first priority liens on and security interests in all of the Debtors' assets, including (a) all of the Debtors' assets of the type securing the secured lender's pre-petition claim, (b) all personal property of the Debtors, (c) all oil and gas properties of the Debtors, and (d) all deposit accounts, securities accounts and commodity accounts of the Debtors. (b) the secured lender will receive adequate protection to the extent of any diminution in value of their interests in the prepetition collateral, including cash collateral, as follows: * valid, binding, enforceable and perfected replacement liens on and security interests in the DIP collateral, to the extent that the secured lender's pre-petition liens are valid, binding, enforceable, perfected and non-avoidable, which liens and security interests will (a) be junior and subordinate only to the carve-out and the DIP liens, and (b) otherwise be senior to all other security interests in or liens on any of the DIP collateral; and * allowed super-priority administrative expense claims in the Chapter 11 cases having priority over all administrative expenses, subject only to the carve-out and the DIP superpriority claim. The Court granted the secured lender superpriority administrative expense claims with respect to the DIP Facility and the use of cash collateral, subject to the carve-out. Moreover, the Court approved the terms of the DIP loan, with the following modifications and clarifications: (a) the secured lender will not have a security interest or lien on or superpriority claim against the claims and causes of action arising under Section 5 of the Bankruptcy Code, or any proceeds or property recovered in connection with any successful avoidance action. (b) the Debtors will provide the secured lender with daily written reports regarding the reworking of the No. 22 well in the Valentine Field. It will be an event of default if the Debtors are not successful in this workover. Notwithstanding any provisions in this order or the budget, the secured lender reserves all rights with respect to any requests by Debtors for further increases in the amount of the DIP Facility. (c) the Debtors will provide the Committee with any report, financial information or notice provided to the secured lender or any other party. (d) the secured lender's reasonable legal fees and expenses will be included in the amount of the DIP Loan but not count toward the $375,000 of availability. The secured lender's reasonable legal fees and expense as well as all amounts under the DIP Facility will be paid at the maturity of the DIP Facility. The Court further ruled that the term "carve-out" also includes a $15,000 carve out dedicated to pay for the fees and expenses of the Unsecured Creditors Committee's counsel, provided that no portion of this $15,000 carve-out will be available to pay the attorney's fees and costs associated with an objection to the secured lender's proofs of claim filed in these proceeding, or challenge to the secured lender's pre-petition mortgages, security interests, liens, and claims on behalf of the estates, or other claim or litigation against the secured lender. A copy of the order is available at https://is.gd/5ixFzt from PacerMonitor.com at no charge. About TNR Holdings TNR Holdings, LLC and its subsidiaries are privately held oil and gas exploration and production companies. TNR Holdings, LLC (Bankr. E.D. La. Case No. 19-12531) is the parent company and sole member of Mesa Gulf Coast, LLC (Case No. 19-12533) and Tchefuncte Natural Resources, LLC (Case No. 19-12532). Tchefuncte is the lessee of certain oil and gas fields located in South Louisiana, and the owner of the oil and gas wells. Mesa is the "Operator" of record for the applicable wells in the fields. Certain wells in a certain field called the Valentine Field, however, are not operating at maximum capacity and need repairs to optimize oil and gas production. On Sept. 20, 2019, the Debtors each filed a Chapter 11 petition with the U.S. Bankruptcy Court for the Eastern District of Louisiana (New Orleans) in an effort to repair and sell the Valentine Field in order to pay down the debt owed to Hancock Whitney Bank. As of the Petition Date, the Debtors owe Hancock Whitney Bank more than $5,158,508. In the petitions signed by John Leonard, CEO, TNR Holdings LLC listed total assets at $620 and total liabilities at $6,340,276; Tchefuncte Natural Resources, LLC recorded total assets at $2,142,249 and total liabilities at $5,445,742; and Mesa Gulf Coast, LLC reported total asset at $856,101 and total liabilities at $8,192,663. Judge Meredith S. Grabill is assigned the Debtors' cases. The Derbes Law Firm, LLC, is counsel to the Debtors. TNR HOLDINGS: Seeks Additional DIP Funds from Hancock Whitney ------------------------------------------------------------- TNR Holdings, LLC and debtor subsidiaries asked the Bankruptcy Court to borrow up to $475,000 from Hancock Whitney. Previously, the Debtor sought and obtained authority to borrow up to $375,000 from the DIP lender. The Debtor is seeking the additional funds to pay for the gas lift, general and administrative expenses, and lease operating expenses. The Debtor disclosed that all other terms and conditions set forth in the order granting the second supplemental DIP motion, other than the budget and the maximum borrowing limit, remain unchanged. A copy of the third supplemental and amended DIP motion, with the budget, is available at https://is.gd/wyfxUI from PacerMonitor.com free of charge. About TNR Holdings TNR Holdings, LLC and its subsidiaries are privately held oil and gas exploration and production companies. TNR Holdings, LLC (Bankr. E.D. La. Case No. 19-12531) is the parent company and sole member of Mesa Gulf Coast, LLC (Case No. 19-12533) and Tchefuncte Natural Resources, LLC (Case No. 19-12532). Tchefuncte is the lessee of certain oil and gas fields located in South Louisiana, and the owner of the oil and gas wells. Mesa is the "Operator" of record for the applicable wells in the fields. Certain wells in a certain field called the Valentine Field, however, are not operating at maximum capacity and need repairs to optimize oil and gas production. On Sept. 20, 2019, the Debtors each filed a Chapter 11 petition with the U.S. Bankruptcy Court for the Eastern District of Louisiana (New Orleans) in an effort to repair and sell the Valentine Field in order to pay down the debt owed to Hancock Whitney Bank. As of the Petition Date, the Debtors owe Hancock Whitney Bank more than $5,158,508. In the petitions signed by John Leonard, CEO, TNR Holdings LLC listed total assets at $620 and total liabilities at $6,340,276; Tchefuncte Natural Resources, LLC recorded total assets at $2,142,249 and total liabilities at $5,445,742; and Mesa Gulf Coast, LLC reported total asset at $856,101 and total liabilities at $8,192,663. Judge Meredith S. Grabill is assigned the Debtors' cases. The Derbes Law Firm, LLC, is counsel to the Debtors. TOUGH MUDDER: Involuntary Chapter 11 Case Summary ------------------------------------------------- Affiliates that are subject to involuntary Chapter 11 petitions: Alleged Debtor Case No. -------------- -------- Tough Mudder Incorporated 20-10036 15 MetroTech Center Brooklyn, NY 11201 Tough Mudder Event Production Incorporated 20-10037 Business Description: The Alleged Debtors host and produce obstacle course race events across the United States and internationally, selling tickets to race competitors and contracting with vendors and venue sponsors to hold the events. Involuntary Chapter 11 Petition Date: January 7, 2020 Court: United States Bankruptcy Court District of Delaware Petitioners' Counsel: David W. Carickhoff, Esq. ARCHER & GREINER, P.C. 300 Delaware Avenue, Suite 1100 Wilmington, DE 19801 Tel: (302) 777-4350 E-mail: dcarickhoff@archerlaw.com Alleged creditors who signed the involuntary petitions: Name Nature of Claim Claim Amount ---- --------------- ------------ Valley Builders, LLC Services $307,189 775 Furnace Street rendered Emmaus, PA 18049 Trademarc Associates Inc. Services $292,454 880 Cara Court rendered Bangor, PA 18013 David Watkins Homes Inc. Services $256,014 659 Wexford Drive rendered Lafayette, IN 47905 Full-text copies of the Involuntary Petitions are available for free at PacerMonitor.com at: https://is.gd/YEeRCx https://is.gd/mR5Lpm TOWN SPORTS: Will Acquire Flywheel Sport's Studio Business ---------------------------------------------------------- Town Sports International Holdings, Inc. entered into an agreement to acquire the studio business of Flywheel Sports, Inc. The acquisition is expected to close in the first quarter of 2020, upon satisfaction of customary closing conditions. Established in 2010, Flywheel revolutionized competitive indoor cycling. Flywheel has expanded to 29 locations across the United States and multiple modalities and content, including its acclaimed results-driven indoor cycling and off-bike precision training workouts, including "FlyBarre" and "FlyFIT". "Flywheel is an iconic name in the fitness industry and this acquisition accelerates TSI's strategic plan as we continue to upgrade our club network and offer more value to our members. The Flywheel acquisition fits perfectly into TSI's strategy as it enables us to elevate our members' fitness experience by offering a luxury, boutique product while elevating their fitness routines, along with the benefits of additional formats and locations. We look forward to integrating and adopting Flywheel's five star standards and operational excellence within TSI as we raise the operational and service standards at all TSI locations," said Patrick Walsh, TSI's Chairman and CEO. Walsh continued, "Through this acquisition, TSI plans to enhance the gym experience, similar to the industry's aggregators, and offer more variety in content, locations and experience for a lower cost." "Much has been written about the changes the fitness industry is currently undergoing," said Darren Richman, co-founder of Kennedy Lewis Investment Management, Flywheel's current owner. "As in the case of providers like Netflix who reimagined the importance of content, and the need to provide customers with more for less, we think that Patrick is following the exact same path at TSI in the fitness space. He is facilitating the delivery of more fitness modalities and content for value conscious consumers." TSI is expected to benefit from enhanced revenue potential as the Company provides its over 600,000 members access to Flywheel's boutique facilities through packaged membership options. Flywheel's more than 300,000 members will also benefit from similar membership packages as more than half of Flywheel locations are within two miles of a TSI location. As part of the acquisition, Kennedy Lewis has agreed to provide seller financing of $25 million in the form of a second lien loan. Kennedy Lewis has also agreed to assist with the refinancing of TSI's existing term loan, with a follow-on commitment of up to $25 million of additional second lien debt. The closing and follow on commitment is conditioned upon TSI's ability to reach acceptable terms with its existing term loan lenders. Until the acquisition closes, TSI and Flywheel have agreed to cross-market each other's products. About Town Sports Headquartered in Elmsford, New York, Town Sports International Holdings, Inc. -- https://www.townsportsinternational.com/ -- is a diversified holding company with subsidiaries engaged in a number of business and investment activities. The Company's largest operating subsidiary has been involved in the fitness industry since 1973 and has grown to become owner and operator of fitness clubs in the Northeast region of the United States. As of Sept. 30, 2019, Town Sports had $814.42 million in total assets, $900.16 million in total liabilities, and a total stockholders' deficit of $85.75 million in total stockholders' deficit. * * * As reported by the TCR on Nov. 21, 2019, S&P Global Ratings lowered its issuer credit rating on Town Sports International Holdings Inc. to 'CCC' from 'B-'. S&P lowered the rating to 'CCC' because Town Sports' term loan matures in November 2020 and it believes there is an increased risk of a default over the next 12 months. UBIOME INC: Psomagen-Macrogen Consortium Acquires Patents, Data --------------------------------------------------------------- On Jan. 2, 2020, the Psomagen-Macrogen Consortium announced the acquisition of all key assets of US company uBiome. Through the move, Psomagen has become a key player in the microbiome sector, a promising next-generation bio healthcare industry, with a competitive advantage in the US and global markets. The acquisition includes a microbiome patent portfolio comprising 246 patents (60 registered US patents and 186 applications), anonymized microbiome data, nearly 300,000 samples, and laboratory equipment from uBiome's laboratory in San Francisco. The acquisition price is USD7.05 million, corresponding to 1% of uBiome's estimated corporate value. uBiome was a microbiome company based in San Francisco, known for its unique and competitive market presence in the field of sequencing on the microbiome's 16S rRNA gene. The company's patent portfolio in the field is rated the third best in the world, and the amount of the microbiome data the company had accumulated is the biggest in the world. But in June of this year, one of the company's co-founders resigned over a number of issues; this was followed by the loss of CLIA certification and CAP accreditation, rendering the company unable to conduct business. uBiome shortly filed for bankruptcy with the United States Bankruptcy Court for the District of Delaware. Since November, the company has been engaged in selling off its key assets. The Psomagen-Macrogen Consortium was selected as the preferred bidder from key competitors in the field from the US, the UK and Australia. The consortium, after chosen to acquire uBiome's asset on December 17, finalized the deal on December 27. With an increasing number of studies shedding light on the effects of human microbiome on various health-related conditions including neurological, cardiovascular, metabolic syndromes (diabetes, obesity, etc.) as well as cancer, the microbiome market is rapidly emerging as a growth-driving and high value-added industry. Global market research firm Frost & Sullivan has forecast an average annual growth rate of 7.6% for the global microbiome market, from USD81.1 billion in 2019 to approximately USD108.7 billion in 2023. Psomagen intends to widen its competitive edge and preemptively fulfill the rapidly growing global microbiome market by developing safer and more competitive services than their current service offerings through R&D in addition to the newly acquired patents and data. The microbiome data of almost 300,000 samples from uBiome is expected to be particularly useful in integrating and developing various business areas such as personalized cosmetics, diets, healthcare and new drug development. Psomagen CEO Ryan W. Kim commented, "The acquisition is a brilliant move that will allow Psomagen to gain global competitiveness and leadership in the microbiome market. It has given us a substantial upper hand in the fiercely competitive microbiome market." Macrogen CEO Kap-Seok Yang also remarked on the acquisition: "The acquisition of the uBiome assets is the second strategic move of the consortium in the microbiome market after the joint partnership and investment in Microba, an Australian microbiome company, earlier this year. It will enable us to offer better service in the short term, but more importantly, it will be a foundation of the new platform businesses we are building based on genomic data of both human and microbiome." Psomagen, Inc., located in Rockville, Maryland since December 2004, started out as the US subsidiary of Macrogen, Inc (KOSDAQ: 038290). Psomagen is now grossing around USD 20 million in annual revenues. The company has been recognized in the US market for its superior genome analysis and has recently been focusing on the North American clinical diagnostics and DTC business areas. Psomagen also possesses expertise in microbiome screening, in which intestinal microorganisms are used to analyze the physical composition, as well as predict and prevent certain conditions. Psomagen is expanding its microbiome business portfolio to include not only 16S rRNA gene-based analysis but also whole-genome analysis. About uBiome Inc. uBiome, Inc. -- https://ubiome.com/ -- is a microbial genomics company founded in 2012. uBiome combines its patented proprietary precision sequencing with machine learning and artificial intelligence to develop wellness products, clinical tests, and therapeutic targets. uBiome has filed for over 250 patents on its technology, which includes sample preparation, computational analysis, molecular techniques, as well as diagnostic and therapeutic applications. uBiome and its non-debtor foreign affiliates currently employ approximately 100 individuals, of which 35 are located in the United States, 37 in Chile, and 28 in Argentina. On Sept. 4, 2019, uBiome, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 19-11938). The Debtor was estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Young, Conaway, Stargat & Taylor, LLP as counsel; Goldin Associates, LLC, as restructuring advisor; and GLC Advisors & Co., LLC and GCLA Securities LLC as investment banker. Donlin Recano & Company, Inc., is the claims agent. VALLEY ECONOMIC: Small Biz. Lender Files Liquidating Plan --------------------------------------------------------- Debtor Valley Employment Development Center, Inc., a not-for-profit providing loans to small businesses, filed with the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, a liquidating plan and a corresponding disclosure statement. The Debtor has a large loan portfolio of debt where the Debtor has borrowed funds from a large number of lenders. The Debtor has entered into, or is close to entering into, settlement agreements with the following lenders, subject to Bankruptcy Court approval: Synchrony Bank, UBS Bank, Citizens Business Bank, Pacific Western Bank, the United States Small Business Administration, and the State Bank of India. Additionally, the Debtor has engaged in preliminary settlement discussions with U.S Bank, Charles Schwab and Goldman Sachs. The Debtor anticipates that it will make further settlement progress with its lenders during the course of confirmation of the Plan and the Bankruptcy Court's consideration of this Disclosure Statement. The Plan is a liquidating Plan. On the Effective Date, the Debtor will create and enter into a liquidating trust for the benefit of creditors, as set forth in the Plan. The Liquidating Trust will be organized for the purpose of collecting, distributing, liquidating and otherwise disposing of all of the funds, property, claims, rights and causes of action of the Debtor and its estate which is assigned to the Liquidating Trust pursuant to, and in accordance with, the Plan. David K. Gottlieb shall serve as the Liquidating Trustee, subject to the provisions of the Liquidating Trust Agreement. The designation of the Liquidating Trustee shall be effective on the Effective Date without the need for a further order of the Bankruptcy Court. Class 14 under the Plan consists of all non-priority general unsecured claims other than claims that are subordinated claims or constitute equity equivalent investments. The total amount of claims in class 14 will depend upon a number of factors, including whether any creditors holding claims in classes 1 - 12 have claims that are not satisfied in full pursuant to the liquidation of such creditors' collateral. Class 14 will receive a pro-rata share of any unencumbered cash remaining in the Liquidating Trust after the payment in full of all allowed administrative claims, and all allowed priority claims. Class 15 under the Plan consists of claims whose holders have agreed pursuant to their contractual arrangements with the Debtor to subordinate their claims and/or treat their claims as equity equivalent investments. The Debtor has identified five such parties to date: Wells Fargo Bank; Rabobank; East West Bank; MUFG Union Bank N.A.; and the United States Department of the Treasury. Holders of allowed Class 15 claims shall receive a pro-rata distribution of any unencumbered cash remaining in the Liquidating Trust after the payment in full of all allowed administrative claims, allowed priority claims, and allowed general unsecured claims. A full-text copy of the Disclosure Statement dated Dec. 17, 2019, is available at https://tinyurl.com/vmkxm8f from PacerMonitor.com at no charge. A hearing on the Disclosure Statement is scheduled for Jan. 28, 2020. The Debtor is represented by: RON BENDER EVE H. KARASIK KRIKOR J. MESHEFEJIAN JEFFREY S. KWONG LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: RB@LNBYB.COM EHK@LNBYB.COM KJM@LNBYB.COM JSK@LNBYB.COM About Valley Economic Development Center Valley Economic Development Center, Inc., a certified Community Development Financial Institution, is a California tax-exempt non-profit corporation whose mission is to provide financing assistance, management consulting, and training to entrepreneurs and small business owners in and around Los Angeles County and throughout California. Those services include business training for start-up and fledgling small businesses as well as services to more established existing small businesses. Valley Economic Development Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11629) on July 2, 2019. At the time of the filing, the Debtor was estimated to have assets between $10 million and $50 million and liabilities of the same range. The case has been assigned to Judge Deborah J. Saltzman. Levene, Neale, Bender, Yoo & Brill L.L.P. is the Debtor's bankruptcy counsel. WOODLAWN COMMUNITY: Trustee Taps Levenfeld as Special Counsel ------------------------------------------------------------- Gina Krol, the Chapter 11 trustee for Woodlawn Community Development Corp., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Levenfeld Pearlstein, LLC as her special counsel. The trustee requires the services of the firm to pursue the Debtor's interest in Anchor House. The firm will provide legal advice on issues concerning the possible dissolution of the limited partnership, the ongoing management of Anchor House and the sale of assets of Anchor House for the benefit of creditors. Levenfeld Pearlstein will be compensated at its usual and customary rate. The firm requested a retainer in the amount of $10,000. Harold Israel, Esq., a partner at Levenfeld Pearlstein, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Levenfeld Pearlstein can be reached at: Harold D. Israel, Esq. LEVENFELD PEARLSTEIN, LLC 2 N. LaSalle St., Suite 1300 Chicago, IL 60602 Tel: (312) 346-8380 Fax: (312) 346-8434 E-mail: hisrael@lplegal.com About Woodlawn Community Development Founded in 1972, Woodlawn Community Development Corp. -- https://www.wcdcchicago.com/ -- manages and develops affordable housing for families in the Greater Metro Chicago area. The company is based in Chicago. Woodlawn Community Development filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-29862) on Oct. 24, 2018. In the petition signed by Leon Finney, Jr., president and chief executive officer, the Debtor estimated $50 million to $100 million in both assets and liabilities. The Hon. Carol A. Doyle oversees the case. David R. Herzog, Esq., at Herzog & Schwartz, P.C., is the Debtor's bankruptcy counsel. XTL INC: Seeks to Hire Mitchell & Associates as Expert Witness -------------------------------------------------------------- XTL, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Mitchell & Associates, Inc., as real estate appraiser to the Debtors. XTL, Inc. requires Mitchell & Associates to act as an expert witness to the Debtors to provide testimony regarding the value of the Ootzie Properties – CB, LLC property in Iowa. Mitchell & Associates will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. D. Rick Whitesides, a partner of Mitchell & Associates, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mitchell & Associates can be reached at: D. Rick Whitesides MITCHELL & ASSOCIATES, INC. 14611 West Center Road Omaha, NE 68144 Tel: (402) 330-4500 About XTL, Inc. XTL, Inc., is a transportation & logistics company that provides customized logistics solutions for warehousing and inventory control of commodities and finished goods. Ootzie Properties classifies itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at South 24th and Highway, 275 Industrial Council Bluffs, Iowa. XTL, Inc., and its subsidiaries sought Chapter 11 protection on Aug. 1, 2019 (Bankr. E. D. Penn. Lead Case No. 19-14844). In the petition signed by Louis J. Cerone, president, XTL was estimated to have $10 million to $50 million in assets and $10 million to $50 million in liabilities. Hon. Eric L. Frank oversees the cases. XTL tapped Allen B. Dubroff, Esq., at Allen B. Dubroff, Esq., & Associates, LLC, as its bankruptcy counsel and Whitfield Law, as special counsel. XTL INC: Seeks to Hire Whitfield Law as Special Counsel ------------------------------------------------------- XTL, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Whitfield Law, as special counsel to the Debtors. The Debtors are pursuing a legal malpractice case, pending against the Debtor's former attorneys, McGinn, Springer & Noethe, PLC, Shawn McCann, Esquire and Edward F. Noethe, Esquire, in the United States District Court for the Southern District of Iowa (Western Division) captioned XTL, Inc. v. McGinn, Springer & Noethe, PLC, et al, No. 1:19-cv-0013 (the "Malpractice Action"). XTL, Inc. requires Whitfield Law to represent and provide legal services to the Debtor in the Malpractice action. Whitfield Law will also render the following services: (a) review documents and pleadings; (b) prepare an expert report; (c) render deposition and trial testimony; (d) provide any other services that the Debtor may deem appropriate and necessary under the circumstances in connection with the Malpractice Action. Whitfield Law will be paid at these hourly rates: Whitfield Law will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John A. Templer Jr., partner of Whitfield Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Whitfield Law can be reached at: John A. Templer Jr., Esq. WHITFIELD LAW 111 W. Monroe St., Suite 2016 Tel: (319) 385-9522 Fax: (319) 385-3633 About XTL, Inc. XTL, Inc., is a transportation & logistics company that provides customized logistics solutions for warehousing and inventory control of commodities and finished goods. Ootzie Properties classifies itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at South 24th and Highway, 275 Industrial Council Bluffs, Iowa. XTL, Inc., and its subsidiaries sought Chapter 11 protection on Aug. 1, 2019 (Bankr. E. D. Penn. Lead Case No. 19-14844). In the petition signed by Louis J. Cerone, president, XTL was estimated to have $10 million to $50 million in assets and $10 million to $50 million in liabilities. Hon. Eric L. Frank oversees the cases. XTL tapped Allen B. Dubroff, Esq., at Allen B. Dubroff, Esq., & Associates, LLC, as its bankruptcy counsel and Whitfield Law, as special counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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 2020. 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 ***