/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200123.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 23, 2020, Vol. 24, No. 22 Headlines 160 ROYAL PALM: Plan Payment to be Funded by Sale Proceeds 53 STANHOPE: BL Wants Trustee, Cites Indicia of Fraud ACADIAN CYPRESS: $268K Sale of Ponchatoula Property Approved ALBERTSONS COMPANIES: Moody's Rates Proposed Sr. Unsec. Notes 'B2' AMD DEALERSHIP: Court Grants 6th Interim OK on Cash Collateral Use ANNA HOLDINGS: Elliott, Davidson Enter Into LLC Agreement ARR INVESTMENTS: Bautista Says Disclosures Lack Information ASPEN LANDSCAPING: Feb. 6 Hearing on Disclosure Statement BARRE N9NE: Ordered to File Amended Plan & Disclosures by Feb. 4 BAYTEX ENERGY: Moody's Assigns 'B2' Rating to $500MM Unsec. Notes BENTWOOD FARMS: Turf Today to Provide $100K Capital, $1.5M Loan BJ'S WHOLESALE: S&P Alters Outlook to Positive, Affirms 'B+' ICR BLACKJEWEL LLC: Court Wants Discovery Bid Trimmed BLUE CHIP: HRP Buying Round Rock Hotel for $10 Million BODY RENEW II: Court Orders Privacy Ombudsman Amid Memberships Sale BODY RENEW II: Thomson Named Consumer Privacy Ombudsman BODY RENEW: Thomson Named Consumer Privacy Ombudsman BRILLIANT ENVIRONMENTAL: Jan. 30 Hearing on Disclosure Statement BRUGNARA PROPERTIES: Dolphin Buying San Francisco Property for $14M BW NHHC HOLDCO: Moody's Lowers CFR to 'Caa2', Outlook Stable CAH ACQUISITION 5: PCO Files Final Report Amidst Sale CAROLINA CARBONIC: Fifth Interim Cash Collateral Order Entered CEDAR HAVEN: Quality of Care Positive, Says PCO's 2nd Report CELLA III: Unsecureds Get Full Payment with 4% Interest in 4 Years CLARE OAKS: Exclusivity Period Extended Until March 31 CLAY RIVERVIEW: Voluntary Chapter 11 Case Summary CLU AMBOY: Feb. 4, 2020 Plan Confirmation Hearing Set CLYDE EVANS: Court Confirms Amended Plan CONNECT INSURANCE: Trustee Sought in Involuntary Cases CORETECH INDUSTRIES: SDI Granted Summary Judgment on Secured Status CORFISH CREATIVE: Feb. 6, 2020 Plan & Disclosure Hearing Set CORRIDOR MEDICAL: PCO Sees No Care Decline in 5th Report CORT & MEDAS: Amends Plan Amidst Priority Dispute CORUS ENTERTAINMENT: S&P Alters Outlook to Stable, Affirms 'BB' ICR CR COMMERCIAL: Feb. 11, 2020 Plan Confirmation Hearing Set DAVID & SUKI: Feb. 11 Hearing on Amended Disclosure Statement DESERT LAND: Trustee's May 19 Auction of Assets Set DIGNITY GROUP: $165K Sale of Dallas Home to Guel Approved DONALD KLEIN: Sale of Livestock at Local Sale Barns Approved DOUGHERTY'S HOLDINGS: Proposes Auction Sale of Three Pharmacies DURR MECHANICAL: Further Fine-Tunes Liquidating Plan DYNASTY ACQUISITION: Fitch Affirms 'B' IDR, Outlook Stable EXACTECH INC: S&P Affirms 'B-' ICR on Improved Liquidity Position FC BACKGROUND: $9.5-Mil. Sale to Fund Liquidating Plan FC BACKGROUND: Jan. 29, 2020 Plan & Disclosures Hearing Set FLEXERA SOFTWARE: S&P Affirms 'B-' ICR; Outlook Stable FOX SUBACUTE: U.S. Trustee Appoints Barajas as PCO FRED'S INC: Ombudsman Appointment Ordered Amid IP Assets Sale GREENWOOD VETERINARY: Order Excusing Appointment of PCO Entered H. TRENT ELSON: Court Confirms Plan of Reorganization HAWAII MOTORSPORTS: Case Summary & 20 Largest Unsecured Creditors HENLEY PROPERTIES: Expects Sale to Result to 100% Plan HOLLY ENERGY: Moody's Rates New $500MM Unsec. Notes 'B1' HOOVER & ASSOCIATES: Has Until June 1 to File Plan & Disclosures INTERRA INNOVATION: Permitted to Use Cash Collateral on Final Basis J & C CORP: Plan & Disclosures Hearing Reset to March 11, 2020 J.L. SMITH: Has Plan to Repay All Non-Insider Claims JANE STREET: Moody's Assigns 'Ba2' CFR, Outlook Stable KAUMANA DRIVE: Hilo Facilities Adequate, Says PCO 1st Report KRISU HOSPITALITY: Bhakta Says Assets Hidden, Wants Trustee LAMAR MEDIA: Moody's Affirms 'Ba2' CFR, Outlook Stable LAZER CONSTRUCTION: Unsec. Creditors to Get 100% in Payment Plan LIONS GATE: S&P Downgrades ICR to 'B' on Lower Growth Expectations LIZAMA CARRIERS: Case Summary & 17 Unsecured Creditors M & C PARTNERSHIP: Unsecureds to 100% in 6 Months in Plan MCCLATCHY CO: S&P Lowers Senior Secured Note Ratings to 'CCC-' MCDERMOTT INTERNATIONAL: Case Summary & 50 Unsecured Creditors MEYZEN FAMILY: Trustee to Auction La Cremaillere's Wine Collection NELCO REALTY: Exclusivity Period Until Jan. 31 NEUROPROTEXEON INC: Sets Bidding Procedures for All Assets NULIFE MULHOLLAND: US Trustee Asks for Patient Care Ombudsman PARK MONROE: Northeast Brooklyn Plan Effective Dec. 24, 2019 PDC ENERGY: S&P Upgrades ICR to 'BB' on Close of SRC Acquisition PG&E CORP: Has Deal with Ad Hoc Noteholder Committee on Exit Plan PLAINS END: Fitch Hikes Sr. Sec. Bonds to BB+, Outlook Stable PLATINUM PROPERTY: Case Summary & 4 Unsecured Creditors RADIOLOGY PARTNERS: S&P Rates New $610MM Unsecured Notes 'CCC+' RENTPATH LLC: S&P Withdraws 'CCC-' Issuer Credit Rating RIVOLI & RIVOLI: May Continue Using Cash Collateral Until March 31 RL BROOKS TRUCKING: Schultz Buying Trailer & Tractor for $40K ROCKPOINT GAS: S&P Downgrades ICR to 'B+' on Weak Credit Metrics RYAN HINTON: $230K Sale of Five Trailers to Millsource Approved RYAN HINTON: $65K Sale of Two Trailers to Cenarrusa Approved SANTA FE IMPORTS: Selling Vehicles, Furniture Fixtures & Equipment SHERRILYN KENYON: Trustee's Online Auction of Personal Property OKd SITEONE LANDSCAPE: Moody's Alters Outlook on B1 CFR to Positive SOMERVILLE BREWING: Allowed to Use Cash Collateral Until Feb. 19 SOUTH ATLANTIC: Trustee Sought in Involuntary Cases SOUTHERN FOODS: Proposes to Pay Amounts Owed to Milk Vendors SOUTHERN INYO: Four Complaints Addressed, Says PCO 24th Report SPERLING RADIOLOGY: Says Patients' Ombudsman Unnecessary SSW INTERNATIONAL: Case Summary & 12 Unsecured Creditors STATUE OF LIBERTY: Feb. 10 Auction of Jersey City Property Set STONE OAK MEMORY: PCO Sees No Issues in 1st Visit SUGARLOAF HOLDINGS: $21M Cash Sale of All Assets to Triple C Okayed SWITCH LTD: Moody's Raises CFR to 'Ba3', Outlook Positive TARRANT COUNTY: Submits Self-Report in Lieu of Ombudsman TAYLOR SMITH: United States Seeks Conversion, Dismissal or Trustee TECNICENTROS MUNDIAL: Court Confirms Amended Reorganization Plan TEPA PROPERTIES: Creditor Opposes Cash Use, Wants Trustee TWIN CARE HOME: Debtor Agrees to Appointment of Ombudsman U.S. REGIONAL: Trustee Sought in Involuntary Cases UBIOME INC: Consumer Privacy Ombudsman Ordered UBIOME INC: Elise Frejka Named Consumer Privacy Ombudsman USF HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR VALADOR INC: Wants to Continue Using Cash Collateral Until April 30 VICI PROPERTIES: Fitch Assigns BB Rating on New Sr. Unsec. Notes VICI PROPERTIES: Moody's Hikes Rating on Sr. Unsecured Notes to Ba3 W.P. MURPHY: Case Summary & 20 Largest Unsecured Creditors WALKER COUNTY: Patient Care Ombudsman Appointed WALL TO WALL: May Continue Using Cash Collateral Through May 3 WD-I ASSOCIATES: Jan. 28 Auction of Shopping Center Set WEEKS HOLDINGS: Voluntary Chapter 11 Case Summary WESTPORT HOLDINGS: $750K Note From Buyer to Pay Off Unsecureds [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 160 ROYAL PALM: Plan Payment to be Funded by Sale Proceeds ---------------------------------------------------------- Debtor 160 Royal Palm, LLC, filed its Third Amended Chapter 11 Plan of Liquidation. The Liquidating Trust is created solely to implement the terms of the Plan. The primary purposes of the Liquidating Trust are to collect and liquidate the Assets, pursue those claims and Causes of Action transferred to the Liquidating Trust as Assets and distribute to the Liquidating Trust Beneficiaries all proceeds from the liquidation of the Assets pursuant to the terms of the Plan. The Plan contemplates a distribution of the proceeds of the sale of the Debtor's assets and other assets in accordance with the priorities mandated by the Bankruptcy Code, and that such assets be transferred to a Liquidating Trust and administered, liquidated, and distributed by the Liquidating Trustee to the Liquidating Trust Beneficiaries in accordance with the Liquidating Trust Agreement. The Confirmation Order shall provide that (a) Cary Glickstein, (b) the Liquidating Trustee, and (c) professionals employed by the Debtor, the Liquidating Trustee, or the Liquidating Trust, shall neither have nor incur any liability to any person or entity, excluding the Debtor, Liquidating Trust, and Liquidating Trustee, for any and all claims and causes of action arising on or after the Petition Date up through the time this case is closed. The Confirmation Order shall provide that all entities who hold Claims against or Equity Interests in the Debtor are enjoined from taking any of the following actions such as (i) commencing any action against the Sale Assets, the Liquidating Trustee, or the Liquidating Trust; and (ii) enforcing any judgment against the Sale Assets, Liquidating Trustee, the Liquidating Trust or any of its property. A full-text copy of the Third Amended Plan dated Dec. 26, 2019, is available at https://tinyurl.com/vch7ktq from PacerMonitor.com at no charge. The Debtor is represented by: Philip J. Landau, Esq. Eric Pendergraft, Esq. SHRAIBERG, LANDAU & PAGE, P.A. 2385 NW Executive Center Drive, Ste. 300 Boca Raton, FL 33431 Telephone: (561) 443-0800 Facsimile: (561) 998-0047 E-mail: plandau@slp.law ependergraft@slp.law About 160 Royal Palm 160 Royal Palm, LLC is a Florida limited liability company, which owns prime real property consisting of a partially constructed hotel/condominium located at 160 Royal Palm Way, Palm Beach, Florida. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No.18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. The case has been assigned to Judge Erik P. Kimball. The Debtor tapped Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., as its counsel; and Greenberg Traurig, P.A. as its special counsel and title agent. No official committee of unsecured creditors has been appointed in the Debtor's case. 53 STANHOPE: BL Wants Trustee, Cites Indicia of Fraud ----------------------------------------------------- Brooklyn Lender LLC, a creditor in interest in the 53 Stanhope LLC, et al., filed a motion for entry of an order appointing a chapter 11 trustee. Brooklyn Lender notes that the Debtors sought Chapter 11 relief in the face of fourteen orders directing the appointment of a rent receiver in connection with foreclosure actions pending in the Supreme Court of New York, King’s County, signaling the end of years of gross mismanagement, frivolous litigation, and gamesmanship. According to Brooklyn Lender, during the seven months that the Bankruptcy Cases have been pending, the Debtors have perpetuated their prepetition dilatory and prejudicial behavior by chronically failing to abide by the duties and obligations imposed on all debtors-in-possession, as well as orders and directives of the Court. "Indeed, during the course of these proceedings, all of the Debtors have breached their statutory obligations, have violated this Court's orders and rulings, and have acted with clear disregard for their fiduciary duties to their estates and creditors," Brooklyn Lender said. According to the creditor, the Debtors' trustworthiness is called into question by numerous indicia of fraud that have come to overshadow every aspect of these cases, which include, but are not limited to: (i) the material differences in ownership evidenced by and between the Debtors' tax returns, operating agreements and Schedules, seemingly obfuscating who are the Debtors' actual equity interest holders, (ii) the myriad of lawsuits, brought by hundreds of litigants, lodging serious allegations of fraud against the Debtors' principal and equity interest holders in connection with real estate investments, including involving properties of the Debtors and (iii) the fact that the Bankruptcy Cases are now being managed by someone who pleaded guilty to bank fraud no less for producing false tax returns and false bank statements and who, as a result, was prohibited for years from acting in any fiduciary capacity by the United States District Court for the Southern District of New York. According to Brooklyn Lender, the Debtors' inadequate and inconsistent record keeping, failure to disclose relevant materials, and discovery deficiencies have made it more difficult to evaluate the Debtors' corporate and ownership structure and insider transactions. The Debtors also have demonstrated an inability to properly manage their estates properties. and Brooklyn Lender's collateral is at risk in the Debtors' hands. "There is reason to believe that the Debtors' disclosure failures are not a mere oversight, but rather an orchestrated strategy. There is a clear pattern of the Debtors failing to make proper disclosures regarding ownership or transactions with insiders," Brooklyn Lender added. The Debtors, according to Brooklyn Lender, appear to be purposefully dodging disclosures in hopes of avoiding the consequences of their and Strulovitch's material misrepresentations. Counsel for Brooklyn Lender LLC: STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, New York 10038 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 Daniel A. Fliman Jennifer S. Recine Patrick N. Petrocelli Tiffany L. Ho Isaac S. Sasson A full-text copy of Motion for a Chapter 11 Trustee is available at https://tinyurl.com/sntlfrv from PacerMonitor.com at no charge. About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors. Each of the Debtors is an affiliate of 73 Empire Development LLC, which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-22285) on Feb. 21, 2019. Its case is not jointly administered with those of the Debtors. Backenroth Frankel also serves as counsel to 73 Empire Development. ACADIAN CYPRESS: $268K Sale of Ponchatoula Property Approved ------------------------------------------------------------ Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Acadian Cypress & Hardwoods, Inc.'s sale of the real property described as 3.12 Acres Section 45 Township 17 Range 8, No. 1 Industrial Park Blvd, Ponchatoula, Louisiana to Strengthening Outcomes with Autism Resources for $268,266. The sale is free and clear of any lien, claim, or interest, with the proceeds net of closing costs and taxes paid to Home Bank, N.A. The stay provided in Bankruptcy Rule 6004(h) is waived. The Debtor will serve the order on the required parties who will not receive notice through the ECF system pursuant to FRBP and LBR's and file a certificate of service to that effect within three days. A copy of the Agreement to Purchase is available at https://tinyurl.com/wupczru from PacerMonitor.com free of charge. About Acadian Cypress Acadian Cypress & Hardwoods, Inc. -- http://www.acadianhardwoods.net/-- manufactures lumber, plywood, siding, shingles, flooring, fencing, and molding profiles. It sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12205) on April 15, 2019. In the petition signed by Frank Vallot, president, the Debtor was estimated to have assets and liabilities at $1 million to $10 million. Judge Jerry A. Brown is the case judge. Heller, Draper, Patrick, Horn & Manthey, LLC is the Debtor's counsel. ALBERTSONS COMPANIES: Moody's Rates Proposed Sr. Unsec. Notes 'B2' ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Albertsons Companies, Inc.'s proposed new senior unsecured notes. In addition Moody's affirmed the company's B1 corporate family rating and B1-PD probability of default rating and upgraded the rating of Albertsons Companies, Inc's and Safeway Inc's existing senior unsecured notes to B2 from B3. The company's speculative grade liquidity rating is unchanged at SGL-1. The outlook is changed to positive from stable. The proceeds from the new senior unsecured notes will be used to pay off Albertson's LLC's senior secured term loans. The ratings on these term loans will be withdrawn when the transaction closes. "Albertsons has demonstrated improvement in operating performance, increasing top line and profitability in a highly competitive and promotional pricing environment in the food retailing industry", Moody's Vice President Mickey Chadha stated. "The company has also reduced a significant amount of debt thereby improving credit metrics," Chadha further stated. Upgrades: Issuer: Albertsons Companies, Inc. Senior Unsecured Regular Bond/Debenture, Upgraded to B2(LGD4) from B3 (LGD5) Issuer: Safeway Inc. Senior Unsecured Regular Bond/Debenture, Upgraded to B2(LGD4) from B3 (LGD5) Assignments: Issuer: Albertsons Companies, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4) Affirmations: Issuer: Albertsons Companies, Inc. Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Outlook Actions: Issuer: Albertsons Companies, Inc. Outlook, Changed To Positive From Stable Issuer: Safeway Inc. Outlook, Changed To Positive From No Outlook RATINGS RATIONALE Albertsons' B1 corporate family rating reflects the company's very good liquidity, its sizable scale, good store base, its well established regional brands and its significant store ownership. The ratings are constrained by Albertsons' participation in a highly competitive retail segment and high debt burden associated with its financial sponsor ownership. At the end of the quarter ending November 30, 2019, debt to EBITDA (including its adjustment for leases and pension liabilities) was 5.4 times. Moody's expects leverage to improve further in the next 12 months as the company improves EBITDA. The ratings are supported by the company's track record of operational improvements especially with regard to underperforming assets and synergy realization. Competitive risks, coupled with a high debt burden and risk associated with ownership by a financial sponsor, remain major risks for the company and may impact the company's ability to improve credit metrics in the near-term. Albertsons' rating takes into consideration increasing social risks stemming from changing consumer preferences and spending patterns. The retail environment has been undergoing a structural shift toward e-commerce which has increased pressure on retailers. The company is owned by private equity sponsor Cerberus and although financial policies have been balanced there exists a potential for them being skewed toward shareholder returns. The company's positive outlook reflects its expectation that the company will continue to lower its debt burden and improve profitability. Ratings could be upgraded if debt/EBITDA approaches 5.0 times, EBITA/interest is sustained above 1.75 times, financial policies remain benign and liquidity remains very good. Ratings could be downgraded if recent positive operating trends are reversed , debt/EBITDA is sustained above 6.25 times or EBITA/interest is sustained below 1.5 times. Ratings could also be downgraded if financial policies become aggressive or if liquidity deteriorates. With about $60 billion in annual sales Albertsons Companies, Inc. is one of the largest food and drug retailers in the United States. As of February 23, 2019, the Company operated 2,269 retail stores with 1,739 pharmacies, 397 associated fuel centers, 23 dedicated distribution centers and 20 manufacturing facilities. The Company's stores predominantly operate under the banners Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Sav-On, Jewel-Osco, Acme, Shaw's, Star Market, United Supermarkets, Market Street, Amigos, Haggen and United Express. The company is owned by a consortium led by Cerberus Capital Management. AMD DEALERSHIP: Court Grants 6th Interim OK on Cash Collateral Use ------------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized AMD Dealership Mesquite, LLC to use cash collateral to pay expenses listed in the Budget in accordance with the Sixth Interim Order. SunTrust Bank and Westlake Flooring Company, LLC claim or may claim a security interest in property of the Debtor consisting of, among other things, Debtor's inventory, accounts receivable, and/or cash. Dallas County also asserts that it holds senior, unavoidable, perfected liens against the Debtor's new and used vehicles, equipment, furniture, fixtures, inventory and other business personal property. The Alleged Secured Creditors and Dallas County will receive the following protections: (1) The Debtor will place all proceeds received from the sale of vehicles directly into a separate debtor-in-possession bank account specific to each of the Alleged Secured Creditors and separately account for and designate funds owed to Dallas County pursuant to Chapter 23, and the Debtor will hold such funds in escrow. Within 48 hours of the Debtor's receipt of payment for any vehicle floorplanned by the applicable Alleged Secured Creditor, the Debtor will remit payment to the applicable Alleged Secured Creditor of all proceeds from the sale of such vehicle. (2) The Alleged Secured Creditors will have access to the Debtor's dealership location for the conduct of unannounced lot audits and the Debtor will provide the Alleged Secured Creditors reports generally provided to the Alleged Secured Creditors prior to the initiation of this case and any other information related to the Debtor's business that is reasonably requested by the Alleged Secured Creditors (including, without limitation, access to the Debtor's books, records, reasonable access to Debtor's accounting personnel and reports, if any, regarding the balances within, deposits made, and transfers or payments to or from, any of the Debtor's debtor-in-possession accounts). (3) SunTrust Bank is granted replacement liens on: (a) post-petition accounts receivable and cash generated by the Debtor, and (b) the proceeds from the sale of any pre-petition trade-in vehicles sold pursuant to the interim and final authority stated in the Pre-Petition Lien Payoff Order, to secure an amount equal to the sum of the aggregate diminution in value for the use of SunTrust's claimed cash collateral. (4) The Debtor will maintain insurance coverage on all inventory and other property constituting the Alleged Secured Creditors' and Dallas County's collateral. (5) The Debtor will provide the Alleged Secured Creditors copies of its Monthly Operating Reports at the same time the Reports are filed with the Court. (6) Emmett Murphy has funded an escrow account (with non-Debtor funds) in the amount of $60,000 for additional adequate protection for the benefit of SunTrust to the extent of any diminution of its claimed Cash Collateral. SunTrust Bank (and no other party) will hold first priority, automatically perfected replacement liens against the SunTrust Escrow Funds to the extent of diminution in value (if any) of SunTrust. The release of the SunTrust Escrow Funds will be made only upon further order of the Court upon application by SunTrust Bank. (7) The Debtor will provide SunTrust Bank with commercially reasonable updates on the current proposed sale of the Debtor's business. AMD Dealership Mesquite AMD Dealership Mesquite, LLC -- https://www.mazdaofmesquite.com/ -- is a Mazda car dealer serving Plano, Garland, Rockwall, Mesquite and surrounding areas. It operates the Mazda of Mesquite dealership where it sells new and used automobiles. It is 100% owned by Paradigm Auto Investments, LLC, a company owned by Emmett Murphy and his spouse Lila A. Murphy. Mr. Murphy owns 96% of Paradigm while Ms. Murphy owns 4% of the company. On Oct. 3, 2019, AMD Dealership Mesquite sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 19-42757) in Sherman, Texas. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Hon. Brenda T. Rhoades is the case judge. Orenstein Law Group, P.C., led by Rosa R. Orenstein, is the Debtor's counsel. ANNA HOLDINGS: Elliott, Davidson Enter Into LLC Agreement --------------------------------------------------------- Anna Holdings, Inc. and certain of its affiliates (Debtors) filed a Second Amended Plan Supplement for the Debtors' Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization. The Stockholders Agreement is entered into by and among Acosta Holdings Corp., Acosta DRE Holdings LLC, Elliott Associates, L.P. and Elliott International, L.P., Davidson Kempner Distressed Opportunities International Ltd., Davidson Kempner Institutional Partners, L.P., Davidson Kempner Distressed Opportunities Fund LP, Davidson Kempner Partners, Davidson Kempner International, Ltd. and M.H. Davison & Co., OCM Acosta Holdings, LLC, Database Coinvest, LP, and any other holders of shares of Company Securities. In connection with the Plan, the Company has formed as a direct subsidiary, LLC Sub, and the Company shall execute and deliver contemporaneously with the execution and delivery of this Agreement a Limited Liability Company Agreement of LLC Sub (the LLC Agreement). The parties desire to enter into this Agreement to establish certain arrangements with respect to the Company Securities and other related ownership and governance with respect to the Company and LLC Sub. The Adoption Agreement is executed pursuant to the terms of the Stockholders Agreement by and among Acosta, Inc Holdings Corp., Acosta DRE Holdings LLC, and the Stockholder parties. A full-text copy of the Second Amended Plan supplement dated Dec. 31, 2019, is available at https://tinyurl.com/yzd7a5ae from PacerMonitor.com at no charge. The Debtors are represented by: Domenic E. Pacitti Michael W. Yurkewicz Sally E. Veghte KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Telephone: (302) 426-1189 - and - Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. Christopher T. Greco, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Ave New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Spencer A. Winters KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About Acosta Acosta Inc. -- http://www.acosta.com/-- provides a range of outsourced sales, marketing and retail merchandising services throughout the U.S., Canada and Europe. For 90 years, Acosta has led the industry in helping consumer packaged goods companies move products off shelves and into shoppers' baskets. Acosta and its lenders have agreed to implement the restructuring through the "pre-packaged" Plan. Accordingly, Acosta and its U.S. affiliates intend to file voluntary Chapter 11 petitions. Acosta's non-U.S. subsidiaries and affiliates are not expected to be included in the upcoming filing or affected by the Chapter 11 process. Having already received support for the Plan from a supermajority of both its lenders and noteholders, the Company expects to complete the restructuring process quickly. On Nov. 8, 2019, Anna Holdings, Inc. and certain of its affiliates commenced a solicitation of votes on the Debtors' Joint Prepackaged Chapter 11 Plan of Reorganization from Holders of First Lien Claims and Holders of Senior Notes Claims (as defined in the Plan). Anna Holdings, Inc. is the parent company of Acosta. Kirkland & Ellis LLP is acting as legal counsel for the Company, PJT Partners, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Davis Polk & Wardwell LLP is acting as legal counsel for an ad hoc group of lenders and Centerview Partners is acting as financial advisor. White & Case LLP is acting as legal counsel for certain supporting creditors. Sullivan & Cromwell LLP is acting as legal counsel for certain other supporting creditors. Prime Clerk LLC is the claims agent. ARR INVESTMENTS: Bautista Says Disclosures Lack Information ----------------------------------------------------------- BAUTISTA REO U.S., LLC, filed its objection to the Amended Disclosure Statement in support of ARR Investments, Inc.'s Chapter 11 Plan. Creditor points out that the Amended Disclosure Statement does not contain adequate information that will enable any creditor, much less a hypothetical investor typical of the holder of claims in the ease, to make an informed decision about the Plan. Creditor further points out that the Amended Disclosure Statement does not address what will happen if Bautista prevails in the litigation. It does not address how any deficiency claim be treated or if there will be sufficient funds to pay any deficiency claim. Creditor complains that the Debtors need to treat the lawsuits over the Class 1 Claim and the Class 2 Claim both as an asset and a liability and address all contingencies that may result from the outcome of the litigation on the Class 2 Claim and the Class 2 Claim. According to Creditor, the Debtors do not provide projections or other financial information to support the position that that cash flow will be sufficient to meet all Plan Payments. Creditor asserts that any projections or other financial information must include financial information which assumes the Debtor prevails in the litigation with Bautista and must also include projections in the event Bautista is successful in the litigation of its Class 1 Claim and Class 2 Claim and forecloses on the collateral for those claims. Creditor points out that the Amended Disclosure Statement also does not include a liquidation analysis. Attorneys for creditor BAUTISTA REO U.S., LLC: Denise D. Dell-Powell Dean, Mead, Egerton, Bloodworth, Capouano & Bozarth, P.A. 420 S. Orange Avenue, Suite 700 Orlando, Florida 32801 Tel: (407) 428-5176 Fax: (407) 423-1831 E-mail : ddpowell@deanmead.com About ARR Investments ARR Investments, Inc., and its subsidiaries -- http://www.arr-learningcenters.com/-- offer learning centers for infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard and safety instructor for swim lessons and play; and mini-camp breaks and summer camp. ARR Investments and three of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The petitions were signed by Alejandrino Rodriguez, president. At the time of filing, the Debtors were estimated to have under $10 million in both assets and liabilities. Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the Debtors' counsel. ASPEN LANDSCAPING: Feb. 6 Hearing on Disclosure Statement --------------------------------------------------------- A hearing on the adequacy of the Disclosure Statement filed by Aspen Landscaping Contracting, Inc., will be held before the Honorable Vincent F. Papalia at the following time and place: DATE AND TIME: Feb. 6, 2020 at 3:00 p.m. COURTROOM: 3B PLACE: U.S Bankruptcy Court, 50 Walnut, Newark, NJ 07102 Written objections to the adequacy of the Disclosure Statement will be filed and served no later than 14 days prior to the hearing before the Court. About Aspen Landscaping Contracting Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/ -- is a landscaping contractor located in Union, New Jersey serving commercial and residential clients. The company offers wetland mitigation, planting, hydroseeding, irrigation, railroad spraying, tree removal/pruning/clearing, erosion control/soil stabilization soil procurement and grading, and landfill work. Aspen Landscaping Contracting sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-31885) on Nov. 20, 2019 in Newark, New Jersey. In the petition was signed by Maria A. Fuentes, president, the Debtor was listed with total assets at $2,429,468 and total liabilities at $2,510,983. Judge Vincent F. Papalia oversees the case. MCMANIMON, SCOTLAND & BAUMANN, LLC, is the Debtor's counsel. SAX, LLP, serves as accountant to the Debtor. BARRE N9NE: Ordered to File Amended Plan & Disclosures by Feb. 4 ---------------------------------------------------------------- Judge Janet E. Bostwick on Jan. 14, 2020, convened a hearing on the motion filed by debtor Barre N9ne Studio LLC to conditionally approve Disclosure Statement and to combine the hearing on final approval of the Disclosure Statement and confirmation of the Plan of Reorganization. For reasons set forth on the record, the Court ordered the Debtor to file an Amended Combined Disclosure Statement and Chapter 11 Plan by Feb. 4, 2020 at 5:00 p.m. The Court has set the following tentative hearing and objection deadlines if the Plan is timely filed and the Court conditionally approves the disclosure statement in the Plan as adequate: * The Court will hold a hearing on the final approval of the disclosure statement and confirmation of the Plan on March 17, 2020 at 10:00 a.m. * The deadline for filing any objections to the adequacy of the disclosure statement or confirmation of the Plan will be March 6, 2020 at 5:00 p.m. * Ballots on the Plan will be required to be received by counsel to the Debtor by March 6, 2020 at 5:00 p.m. * Affidavits in lieu of testimony and any other pleadings in support of confirmation will be required to be filed by March 12, 2020 at 5:00 p.m. * The deadline for filing any Chapter 11 fee applications will be March 31, 2020 at 5:00 p.m. If any fee applications are filed, the applications will be set for hearing on April 27, 2020 at 11:00 a.m., with objections due by April 22, 2020 at 5:00 p.m. The Plan The Debtor filed a Plan of Reorganization on Dec. 27, 2019. Under the Plan the Debtor will (i) assume leases at the three locations; (ii) shall provide for payment of its postpetition claims due to the landlord at the Somerville location; (iii) will provide for payment in full of its secured equipment creditor, and (iv) provide for a distribution to the holders of Allowed Unsecured Claims. The Debtor will pay non-insider unsecuerd creditors in Class 7 claimants the sum of $15,000 to be distributed pro rata in three annual installments with the first distribution of $5,000 payable upon the Effective Date of confirmation. The Debtor estimates payments will result in a dividend distribution of approximately 20 percent. A copy of the Combined Plan and Disclosure Statement filed by the Debtor on Dec. 27, 2019, is available at https://tinyurl.com/v49artx About Barre N9ne Studio Barre N9ne Studio LLC operates 4 barre and fitness studios, teaching fitness classes in a group setting as well as offers one on one personal training. At the time of the commencement of the proceedings, the Debtor had locations in Danvers, Woburn, Somerville and Andover, Massachusetts. The Debtor's office is located at 9 Page Street, Danvers, Massachusetts. Barre N9ne Studio filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13241) on Sept. 24, 2019, estimating less than $1 million in both assets and liabilities. Nina M. Parker at PARKER & LIPTON is the Debtor's counsel. BAYTEX ENERGY: Moody's Assigns 'B2' Rating to $500MM Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Baytex Energy Corp.'s proposed US$500 million senior unsecured notes offering due 2027. The proceeds will be used to refinance all of the existing US$400 million notes due June 2021 and CAD$120 million of the CAD$300 million notes due July 2022. Concurrently, the company will repay the remaining CAD$180 million of its July 2022 notes with room under its $575 million credit facility. "Baytex's refinancing is credit positive since it materially extends the company's maturity profile, and provides the company greater financial flexibility" said Moody's analyst Jonathan Reid. Assignments: Issuer: Baytex Energy Corp. Senior Unsecured Regular Bond/Debenture, Assigned B2 RATINGS RATIONALE Baytex Energy's B1 corporate family rating (CFR) is supported by 1) solid retained cash flow/debt of about 45% expected in 2020; 2) sizeable production and reserves base with expected production of about 80,000 barrels of oil equivalent/day (boe/d, net of royalties) and reserves of around 260 MMboe; 3) solid leveraged full-cycle ratio of around 1.2x in 2020 that is supported by strong light oil margins; 4) geographic diversity with over one third of production coming from the Eagle Ford in the US, about one-quarter from the Viking in Saskatchewan and the balance from heavy oil in Alberta and Saskatchewan; and 5) positive free cash flow generation that Moody's expects will be primarily used to reduce debt. Baytex is adversely affected by 1) high F&D costs of about CAD$20/boe that reduce the portfolio's resiliency to commodity downturns; 2) exposure to weak Canadian heavy oil (WCS) prices and 3) weak debt to proved developed reserves in 2020 (US$10/boe). Baytex's senior unsecured notes are rated B2, one notch below the B1 CFR, due to the US$575 million revolving credit facility (unrated) that is first priority secured by Baytex assets and second priority secured by the Raging River assets, and the CAD$300 million term loan (unrated) that is first priority secured by Raging River assets and guaranteed on an unsecured basis by Baytex. Baytex's liquidity is good (SGL-2). Pro forma for the refinancing Baytex will have negligible cash and approximately CAD$340 million available under its approximately CAD$760 million (US$575 million authorization) secured revolving credit facility due April 2021, which is not subject to borrowing base redeterminations. Upon refinancing its 2021 notes the credit facility's maturity will automatically extend to June 2021. Moody's expects about CAD$100 million of positive free cash flow over the next four quarters. Since the company will use some of the proceeds from the new 2027 notes and room under its credit facilities to repay its July 2022 notes, the next significant debt maturities are its revolving credit facilities and CAD$300 million term loan due April 2021 (which will extend to June 2021 upon the repayment of the 2021 notes) and US$400 million senior notes due June 2024. Moody's expects Baytex to be in compliance with the two financial covenants applicable to the secured revolving credit facility through this period. Alternate liquidity is limited by the fact that all of the assets are pledged to the secured revolving credit facility and the Raging River assets are pledged to the term loan lenders. The stable outlook reflects Moody's view that Baytex's credit metrics will remain strong and that production will be sustained around 80,000 boe/d. The ratings could be upgraded if production is sustained above 85,000 boe/d (around 80,000 boe/d as of LTM Q3/2019), retained cash flow to debt is above 40% (40% as of LTM Q3 2019), debt to proved developed reserves trends towards $US/boe (US$12.5/boe as of LTM Q3 2019), LFCR above 1.5x (0.9x as of LTM Q3 2019), and the company maintains at least break even cash flow. The ratings could be downgraded if the company experienced a material decrease in production (around 80,000 boe/d as of LTM Q3/2019) or proved reserves (118 MMboe as of LTM Q3 2019), if retained cash flow to debt falls below 20% s below 10% (40% as of LTM Q3 2019), if debt to PD is sustained above US$13/boe (US$12.5/boe as of LTM Q3 2019), or if LFCR falls towards 1x (0.9x as of LTM Q3 2019). Baytex Energy Corp. is a publicly listed Calgary, Alberta-based independent exploration and production (E&P) company with production of about 80,000 boe/d (production and reserves are net of royalties). BENTWOOD FARMS: Turf Today to Provide $100K Capital, $1.5M Loan --------------------------------------------------------------- On Dec. 21, 2019, Debtor Bentwood Farms, LLC filed a Second Amended Plan of Reorganization. The Plan sets forth the proposed reorganization of the Debtor's chapter 11 estate (the Estate) and the distribution of recoveries to creditors of the Estate. Turf Today, Inc. approached the Debtor during its Chapter 11 case with a proposal to acquire 100% of the company's membership interests. Turf Today, or its designee, intends to continue operating the Debtor, focusing on its turf farming business while shedding its row crop operations. After reaching accord with the Debtor's owner, Charlie B. Baucom, on acquisition of the equity interests, the Debtor and Turf Today worked to reach agreements with the Debtor's major creditors to enable the company to exit Chapter 11 on a more stable financial footing. Upon the effective date of the Plan, Turf Today will provide new capital in the amount of $100,000 and will extend an unsecured credit facility to the Reorganized Debtor of up to $1.5 million, with interest at the rate of 5% per annum. The payment terms of the Plan Funding Loan will be interest-only for one year, with payments of principal and interest beginning March 31, 2021, and continuing for 48 months until paid in full, with no prepayment penalty. The Debtor believes that it will be able to successfully reorganize by expanding its turf grass operations with the financial assistance and guidance of Turf Today as its owner. The Reorganized Debtor will have sufficient funds on hand to pay all allowed administrative claims and other obligations due on the Effective Date as a result of the Plan Funding Loan. Further, with ready access to operating capital and increased acreage, the Reorganized Debtor's projected revenues will be sufficient to meet all of its ongoing operating expenses and debt service obligations during the term of the Plan. A full-text copy of the Second Amended Plan is available at https://tinyurl.com/unq3pap from PacerMonitor.com at no charge. The Debtor is represented by: Moon Wright & Houston, PLLC Richard S. Wright Cole Hayes 121 West Trade Street, Suite 1950 Charlotte, North Carolina 28202 Telephone: (704) 944-6560 Facsimile: (704) 944-0380 About Bentwood Farms Bentwood Farms, LLC, is a North Carolina limited liability company having a corporate headquarters located at 1101 Circle Drive, Monroe, NC 28110. The Company operates in the crop farming industry. Bentwood Farms filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-31823) on Dec. 7, 2018. In the petition signed by Charlie B. Baucom, president, the Debtor estimated less than $50,000 in assets and less than $10 million in liabilities. Judge Craig J. Whitley oversees the case. The Debtor is represented by Moon Wright & Houston, PLLC. GreerWalker LLP, is the financial advisor. BJ'S WHOLESALE: S&P Alters Outlook to Positive, Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on BJ's Wholesale Club Holdings Inc. to positive from stable and affirmed its 'B+' issuer credit rating. At the same time, S&P affirmed its 'BB-' issue-level rating on the company's term loan. The '2' recovery rating remains unchanged, indicating S&P's expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. S&P expects continued sales and EBITDA growth over the next 12 months. The positive outlook reflects S&P's belief that BJ's will maintain its good operating performance because of management's strategic initiatives, including disciplined cost and inventory management and investments in its omni-channel and customer engagement. The rating agency also believes the company's recently announced financial policy will likely support deleveraging over the next 12 months through both EBITDA growth and debt repayment. The positive outlook on BJ's reflects S&P's expectation that the company's operating performance will improve due to its membership engagement, operating initiatives, and debt repayment, which will support continued deleveraging, including adjusted leverage in the low 4x area over the next year. "We could raise our rating on BJ's if we expect it to sustain adjusted debt leverage in the low 4x area or better. This could occur if its operating initiatives support continued low-single digit percent sales growth and adjusted EBITDA margins in the mid- to high-6% area over the next several quarters. This scenario would likely coincide with a profitable expansion of its store base," S&P said. "We could revise our outlook on BJ's to stable if we believe its adjusted leverage will remain in the mid-4x area or higher. Under this scenario, we would expect intensifying competition, merchandising missteps, and an unsuccessful new store expansion to pressure sales its growth and reduce its EBITDA to the low 6% area. We could also revise our outlook to stable if we expect the company to adopt more shareholder-friendly financial policy initiatives," the rating agency said. BLACKJEWEL LLC: Court Wants Discovery Bid Trimmed ------------------------------------------------- Judge Frank Volk of the U.S. Bankruptcy Court in Charleston, West Virginia, directed lawyers for Blackjewel LLC and the official committee of unsecured creditors appointed in the case to narrow their proposed investigation into the pre-bankruptcy transactions involving the Company's founder and former CEO, Jeff Hoops, Jonathan Randles reports for The Wall Street Journal. Hoops' counsel called the proposed inquiry "a blanket fishing expedition." Judge Frank told the parties at Wednesday's hearing to meet and confer over the next two weeks. About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BLUE CHIP: HRP Buying Round Rock Hotel for $10 Million ------------------------------------------------------ Blue Chip Hotels Asset Group - Round Rock, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the hotel it owned located at 2340 North Interstate Highway 35, Round Rock, Williamson County, Texas to Hotel Reposition Partners, LLC ("HRP") for approximately $9,915,200, free and clear of all encumbrances, subject to overbid. Objections, if any, must be filed within 21 days from the date of Notice. The Debtor is currently not operating the Property. It purchased the Property in 2017, and shortly thereafter began renovations. The Property has been shut down since at least January of 2019, but the Debtor has attempted to complete renovations satisfactory for the opening under its pending franchise agreement. On Dec. 14, 2019, the Court entered the Agreed Order Granting Motion For Relief from Stay, which allows HRP the right to post and foreclose the Property and related assets pledged to HRP on Jan. 7, 2019 subject to the agreements stated in the Order. By the Motion, the Debtor respectfully asks entry of an order approving the sale of the Property to HR. The proposed Sale would transfer the Property, together with all furniture, fixtures, equipment and other personal property assets to HRP. The purchase price for the Sale Property would be as follows: a. HRP would credit bid the full amount of its pre-petition debt (inclusive of pre and post-petition interest at the default rate, costs and attorneys' fees, including the outstanding amount of post-petition financing approved by the Final Order Authorizing the Debtor to Obtain Post-Petition Financing, and Granting Liens and Super-Priority Administrative Expense Status; b. payment of the Property's 2019 ad valorem taxes (by payment directly to the taxing authority), and the payment of the valid and allowed lien held by MTAG Services, LLC against the Debtor's real estate for 2018 ad valorem taxes by payment directly to MTAG; c. plus a cash payment to the Debtor of $100,000. All liens not satisfied as a result of the sale will attach to the proceeds of the Sale. The total estimated consideration for the Sale and transfer of the Sale Property would be approximately $9,915,200. The Holiday Inn Express® & Suites Hotel Conversion License Agreement dated June 26, 2019 (as may have been amended) between Holiday Hospitality Franchising, LLC ("HHF"), on the one hand, and the Debtor, on the other hand, is not being transferred or assigned as part of the sale of the Property. The Sale results in the satisfaction of a substantial amount of the secured debt in the case and provides proceeds of $100,000 to the Debtor. To the extent that the sale does not close, then HRP may proceed to foreclose the Property and other assets of the Debtor. The proposed sale is subject to any higher and/or better bid being submitted for the Property. Any such bid would need to be communicated to Debtor and HRP's counsel by 5:00 p.m. on Dec. 30, 2019 and would need to be closed prior to Jan. 7, 2020, when the foreclosure sale scheduled by HRP and as allowed by the Order is permitted. Any potential purchaser, other than HRP will be required to provide a deposit of $100,000 prior to being considered to bid on the Sale Property. Anyone interested in submitting a higher and/or better bid for the Property should immediately contact the Debtor's counsel, Vickie L. Driver. HRP will be permitted to credit bid its debt at any sale scheduled for the Sale Property. About Blue Chip Hotels Asset Group Blue Chip Hotels Asset Group - Round Rock, LLC is a privately held company in the traveler accommodation industry. Blue Chip Hotels Asset Group - Round Rock, LLC, based in Round Rock, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-32642) on Aug. 5, 2019. In the petition signed by Navin Patel, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Stacey G. Jernigan oversees the case. Crowe & Dunlevy, P.C., serves as bankruptcy counsel to the Debtor. The Debtor also hired National Hospitality Consulting Group, as financial advisor; Mr. Manoj Patel, as chief restructuring officer. BODY RENEW II: Court Orders Privacy Ombudsman Amid Memberships Sale ------------------------------------------------------------------- Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, filed motions to sell free and clear of liens. The sale motions contemplate sale of certain membership contracts between individuals and the Debtors, which include personally identifiable information as defined by Chapter 11 11 U.S.C. Sec. 101(41A). Based on the Sale Motions, the United States Trustee's objection to the Sale Motions and the agreement of the Debtors, Debtors' primary secured lender and the Official Committee of Unsecured Creditors all by counsel, and it otherwise appearing proper, it appears to the Court that a consumer privacy ombudsman should be appointed. Accordingly, the Court ordered that: 1) The United States Trustee will appoint a consumer privacy ombudsman, pursuant to Section 332 of the Bankruptcy Code; 2) The consumer privacy ombudsman may appear and be heard on any issue regarding the proposed use, sale, transfer, etc. of personally identifiable information in accordance with Chapter 11 U.S.C. Secs. 332, 363(b)(1); 3) The consumer privacy ombudsman may retain counsel and other professionals if retention is necessary, with retention subject to Court approval under standards equivalent to those set forth in 11 U.S.C. Sec. 327; 4) The consumer privacy ombudsman and any professional retained by the ombudsman under any Order of this Court shall be compensated and reimbursed for expenses under the same procedures for interim compensation and reimbursement of expenses applicable in these cases. Compensation and reimbursement of the consumer privacy ombudsman shall be determined under 11 U.S.C. Sec. 330, and compensation and reimbursement of the consumer privacy ombudsman's professionals shall be determined under standards equivalent to those set forth in 11 U.S.C. Sec. 330. Counsel for the Debtors: James P. Campbell, Esq. Campbell Flannery, P.C. 1602 Village Market Boulevard #225 Leesburg, Virginia 20175 Tel: (703) 771-8344 Fax: (703) 777-1485 E-mail: JCampbell@CampbellFlannery.com A full-text copy of the Order is available at https://tinyurl.com/wkg43fk from PacerMonitor.com at no charge. About Body Renew Winchester Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, are privately held companies in the health and fitness clubs and gyms business. Body Renew Winchester II and Body Renew Winchester filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-50547 and 19-50548) on June 27, 2019. The petitions were signed by Jeremy W. Wright, manager. The Debtors were each estimated to have $50,000 in assets and $1 million to $10 million in liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtors' counsel. A committee of unsecured creditors was appointed on July 22, 2019. The committee is represented by Hirschler Fleischer, P.C. BODY RENEW II: Thomson Named Consumer Privacy Ombudsman ------------------------------------------------------- In the Chapter 11 case of Body Renew Winchester, II LLC, the Bankruptcy Court authorized the appointment of a consumer privacy ombudsman under 11 U.S.C. Sec. 332 by order entered Dec. 3, 2019. The Acting United States Trustee has determined that Lucy L. Thomson is qualified to hold the position and she is a disinterested person under 11 U.S.C. Sec 101(14). Therefore, the United States Trustee appoints Lucy L. Thomson as the Consumer Privacy Ombudsman in Body Renew Winchester, II LLC's case. The CPO can be reached at: Lucy L. Thomson The Willard, Suite 400, 1455 Pennsylvania Ave., NW Washington, D.C. 20004 A full-text copy of CPO Appointment is available at https://tinyurl.com/v2sa2v6 from PacerMonitor.com at no charge. About Body Renew Winchester Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, are privately held companies in the health and fitness clubs and gyms business. Body Renew Winchester II and Body Renew Winchester filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-50547 and 19-50548) on June 27, 2019. The petitions were signed by Jeremy W. Wright, manager. The Debtors were each estimated to have $50,000 in assets and $1 million to $10 million in liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtors' counsel. A committee of unsecured creditors was appointed on July 22, 2019. The committee is represented by Hirschler Fleischer, P.C. BODY RENEW: Thomson Named Consumer Privacy Ombudsman ---------------------------------------------------- The Bankruptcy Court authorized the appointment of a consumer privacy ombudsman under 11 U.S.C. Sec. 332 by order entered Dec. 3, 2019. The Acting United States Trustee has determined that Lucy L. Thomson is qualified to hold the position and she is a disinterested person under 11 U.S.C. Sec 101(14). Therefore, the United States Trustee appoints Lucy L. Thomson as the Consumer Privacy Ombudsman in Body Renew Winchester, LLC's case. The CPO can be reached at: Lucy L. Thomson The Willard, Suite 400, 1455 Pennsylvania Ave., NW Washington, D.C. 20004 A full-text copy of the Notice of CPO Appointment is available at https://tinyurl.com/qp9paon from PacerMonitor.com at no charge. About Body Renew Winchester Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, are privately held companies in the health and fitness clubs and gyms business. Body Renew Winchester II and Body Renew Winchester filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-50547 and 19-50548) on June 27, 2019. The petitions were signed by Jeremy W. Wright, manager. The Debtors were each estimated to have $50,000 in assets and $1 million to $10 million in liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtors' counsel. A committee of unsecured creditors was appointed on July 22, 2019. The committee is represented by Hirschler Fleischer, P.C. BRILLIANT ENVIRONMENTAL: Jan. 30 Hearing on Disclosure Statement ---------------------------------------------------------------- A hearing on the adequacy of the Disclosure Statement filed by Brilliant Environmental Services, LLC, will be held before the Honorable Kathryn C. Ferguson at the following time and place: DATE AND TIME: Jan. 30, 2020 @ 2:00 p.m. COURTROOM: Courtroom No. 2 PLACE: Clarkson S. Fisher Courthouse, 402 East State St., Trenton, NJ Written objections to the adequacy of the Disclosure Statement will be filed and served no later than 14 days prior to the hearing before this Court. About Brilliant Environmental Services Brilliant Environmental Services is a full-service environmental consulting and contracting firm. The Company offers a wide array of environmental services to residential, commercial, industrial, and municipal/public clients, including investigation, remediation, brownfields redevelopment, and underground storage tank services. Brilliant Environmental Services, LLC, based in Jackson, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-19682) on May 13, 2019. In the petition signed by Philip Brilliant, managing member, the Debtor disclosed $542,706 in assets and $1,076,034 in liabilities. The Hon. Kathryn C. Ferguson overseesthe case. The Debtor hired Gillman Bruton & Capone, LLC, as bankruptcy counsel to the Debtor. BRUGNARA PROPERTIES: Dolphin Buying San Francisco Property for $14M ------------------------------------------------------------------- Janina M. Hoskins, the duly appointed and acting Chapter 7 Trustee of the estate of Brugnara Properties VI, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property at 224 Sea Cliff Avenue, San Francisco, California to from Dolphin Real Estate, LLC for $13.5 million, together with the Buyer agreeing to pay the transfer tax which will be owed to the City and County of San Francisco upon the closing of the transaction in the approximate sum of $375,000, subject to higher and better bids. The Property, which is located in the Sea Cliff district in San Francisco, is comprised of a four-story house with a total of approximately 8,000 square feet in a picturesque location. The Property has been subject to multiple disputes during this case and in prior Chapter 11 cases filed by the Debtor. The Debtor has refinanced the Property on various occasions using hard money loans and dismissing its prior cases. However, in the course of the fourth Chapter 11 case, the Debtor filed an action against taxing agencies, arguing that liens in favor of those agencies should not be asserted against this Property. The Debtor asserted that if it were successful, the taxing agency liens would not encumber the Property; therefore, the Property could be refinanced. The Debtor lost the adversary proceeding at issue, resulting in very substantial obligations attaching to the Property. Over the course of the case, numerous delays occurred. She was initially appointed as a Chapter 11 Trustee, evaluated the Debtor's refinance capabilities and concluded, in conformity with the relevant provision of the Bankruptcy Code, that the case should be converted to a case under Chapter 7 of the Bankruptcy Code. Upon that conversion and upon the Court approving the Trustee's motion to reject an employment agreement between Kay Brugnara, in her capacity as president of the Debtor and the Debtor, the Debtor, along with Ms. Brugnara and others, filed appeals before the United States District Court. All of those appeals were resolved and dismissed. Ultimately, the taxing agencies, the Internal Revenue Service and the Franchise Tax Board ("FTB") prevailed and have established liens against the Property. The Trustee has filed the Motion to sell the Property free and clear of liens for various reasons. Notwithstanding very substantial delays that occurred in the case, including those resulting from a government shut-down, the Trustee, through her real estate broker, has marketed the Property extensively and obtained a qualified buyer, subject to higher and better bids. The Trustee believes that she and her broker have done all they can to market the Property and that the results of an auction will determine the highest and best price available for the Property. The parties have executed their San Francisco Purchase Agreement, Addendum No. 1, Counter Offer No. 1 and Addendum No. 2. The Trustee has agreed, subject to Bankruptcy Court approval, that in the event that the Buyer is not the successful buyer, the Trustee will pay a $50,000 break-up fee to the Buyer. The minimum starting overbid is $13.7 million0 (together with payment of the transfer tax, as noted), with minimum increments thereafter of $50,000. The deadline for submitting qualified overbids is 12:00 Noon on Jan. 3, 2020. The Trustee will only consider overbids from qualified buyers. It is an all-cash transaction. Prior to overbidding, an overbidder must demonstrate the ability to close the transaction to the sole and complete satisfaction of the Trustee and provide a non-refundable deposit (if the successful bidder) of $375,000. In the event a qualified overbidder or overbidders is obtained, an auction will be held on Jan. 6, 2020. Qualified overbidders may participate by telephone. Overbids must be submitted in writing on terms equal to or better than the proposal from the Buyer, e.g., all cash and close of escrow within 10 days of Court approval. Any overbidder should contact the Trustee's real estate broker, Anne Herrera, Sotheby's International Realty (Anne.Herrera@Sothebyshomes.com); (415) 601-3353. Pursuant to an agreement between the Trustee and her broker, the Trustee agreed to pay a 5% real estate commission upon the closing of a sale of the Property. While the agreement provided for no dual agency, the Buyer is represented by Sotheby's International, the same brokerage firm that represents the Trustee. The Trustee does not know if the agent at the office where Anne Herrera, the Trustee’s agent, works utilizes another broker's services. That matter is being investigated. However, the Trustee has concluded that under the very unique circumstances of the case, and considering that if there are successful overbidders, it is possible that another real estate firm will represent the overbidder, the commission as proposed should be paid. After extensive marketing under adverse conditions and the exchange of offers and counter-offers, the Trustee has brought the best offer to the table, subject to higher and better bids. The Trustee believes it is a unique Property being sold under very adverse conditions and with a multitude of problems. Accordingly, the sale should go forward as contemplated and subject to overbid. The Trustee is proposing to sell the Property free and clear of the following liens, with these liens to reattach to the net proceeds of sale to the extent and validity as existed prior to the sale: a. World Savings Bank, FSB, its Successors and/or Assigns, including but not limited to Wells Fargo Bank. A deed of trust to secure an original indebtedness of $7.5 million recorded April 12, 2007 as Document No. 2007-368040, Book/Reel J368, Page/Image 0206 of Official Records. b. Natural Software Systems Inc., Money Purchase Pension Plan as to an undivided 65% interest and Tanya Waltimyer, a married woman as her sole and separate property as to an undivided 35% interest, as assignees of Saxe Mortgage, et al. A deed of trust to secure an original indebtedness of $1.7 million recorded July 12, 2013 as Document No. 2013-705008, Book/Reel K937, Page/Image 0178 of Official Records. c. United States of America, Internal Revenue Service. The title report reflects the IRS liens as a federal tax lien in favor of the United States of America, recorded Aug. 21, 2014 as Document No. 2014-929393 of Official Records. The Trustee believes that the total amount owed to the IRS was approximately $1,809,609, in conformity with Claim No. 2-2 filed on Nov. 22, 2017, together with any interest accruals thereafter. Based on more recent information gathered, the Trustee believes that the amount owed is no less than $2,025,000. d. Dakota Note, LLC. A deed of trust to secure an original indebtedness of $1.2 million recorded July 21, 2015 as Document No. 2015-093637 of Official Records. e. PSG Capital Partners, Inc. A deed of trust to secure an original indebtedness of $1.5 million recorded Nov. 16, 2016 as Document No. 2016-358201 of Official Records. f. California Home Loans / Paul Greenfield. A deed of trust to secure an original indebtedness of $300,000 recorded Dec. 01, 2016 as Document No. 2016-365937 of Official Records. g. State of California Franchise Tax Board. A lien in favor of the State of California, evidenced by a Certificate issued by the State of California Franchise Tax Board, recorded Jan. 26, 2017 as Document No. 2017-401460 of Official Records. h. Any alleged possessory rights in favor of Kay Brugnara / Luke Brugnara or her family or Kay Brugnara individually and as officer, director or shareholder of Brugnara Properties VI, Inc. i. San Francisco Department of Public Health Lien for garbage in favor of San Francisco Department of Public Health Environmental Health, Solid Waste Program. j. United States of America, Internal Revenue Service. A federal tax lien in favor of the United States of America, recorded Sept. 25, 2019 as Document No. 2019-835441 of Official Records. k. San Francisco Department of Public Health. Lien for garbage in favor of San Francisco Department of Public Health Environmental Health, Solid Waste Program in the amount of $463, recorded Sept. 25, 2019 as Document No. 2019-836122 of Official Records. l. San Francisco Department of Public Health. Lien for delinquent Water, Utility Tax, and Wastewater Charges in favor of San Francisco Department of Public Health Environmental Health, Solid Waste Program in the amount of $5,666, recorded Oct. 17, 2019 as Instrument No. 19-845439 of Official Records. This lien is to be paid from escrow. Any sale order obtained will be free and clear of any liens in favor of Paul Greenfield, whose address is 2597 Flagstone Drive, San Jose, California, 95132. Because Mr. Greenfield has asserted liens on his behalf, the Trustee agrees that a sale order will include a provision noting the sale is free and clear of any unrecorded lien or interest in favor of Mr. Greenfield. Exhibit B to the Hoskins Declaration is an "Amended 12-12-2019" title report issued by First American Title Co. The Buyer has requested and the Trustee has agreed to seek an order selling free and clear of any liens that are recorded after the Dec.r 12, 2019 date of the title report until and including the date of closing. Any liens asserted against the Property would be asserted in violation of Bankruptcy Code Section 362(a)(4). Accordingly, the Trustee will request that the sale order include such a provision, if necessary. The Trustee asks that the order approving the proposed sale of the Property waives the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h). A hearing on the Motion was set for Jan. 10, 2020 at 10:30 a.m. About Brugnara Properties VI On Sept. 17, 2010, Brugnara Properties VI, sought bankruptcy protection (Bankr. N.D. Cal. Case No. 10-33637), which case was converted to a Chapter 7 liquidation. The Debtor filed another Chapter 11 case on Dec. 31, 2014 (Bankr. N.D. Cal. Case No. 14-31867), which has been dismissed by a judge. Brugnara Properties VI, a company San Francisco, California, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30501) on May 22, 2017. Katherine Brugnara, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $10 million to $50 million. Ruth Elin Auerbach, Esq., who has an office in San Francisco, California serves as the Debtor's legal counsel in the most recent Chapter 11 case. Janina M. Hoskins was appointed Chapter 11 Trustee of Brugnara Properties. The Trustee hired Dentons US LLP, as counsel, and Bachecki, Crom & Co., LLP, Certified Public Accountants, as accountant. BW NHHC HOLDCO: Moody's Lowers CFR to 'Caa2', Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded BW NHHC Holdco's Corporate Family Rating rating to Caa2 from Caa1, and its Probability of Default Rating to Caa2-PD/LD from Caa1-PD. Moody's also downgraded the first lien senior secured credit facility ratings to Caa1 from B3, and the second lien secured term loan rating to Ca from Caa3. Moody's also appended an "/LD" designation to Elara's Caa2-PD Probability of Default Rating to reflect a limited default resulting from its recently completed debt exchange, which will be removed after three business days. The outlook is stable. This rating action concludes the review of Elara's ratings initiated on November 26, 2019. The downgrade reflects the significant erosion of operating performance and liquidity in Elara Caring's recent financial results. The company has faced challenges integrating multiple legacy businesses following the merger of Great Lakes and Jordan Health in 2018. While the recently completed debt transactions improve external liquidity access, Moody's continues to view the company's liquidity as weak in the context of significant changes to Medicare reimbursement for home health services that began January 1, 2020. There is significant uncertainty around the impact of the new regulations and Moody's believes there is a high likelihood that there will be, at least temporarily, some disruption to billing and collections across the home health industry as a result of the changes. The downgrade also reflects the company's very high financial leverage and Moody's expectations the company will continue to have negative free cash flow. On December 30, 2019, Elara Caring exchanged most if its second lien term loan for a new junior lien PIK loan (unrated). Moody's considered this transaction to be a distressed exchange, which is a default under the rating agency's definition. These transactions do not constitute an event of default under any of the company's debt agreements. Ratings downgraded: Corporate Family Rating to Caa2 from Caa1 Probability of Default Rating to Caa2-PD/LD (LD appended) from Caa1-PD Senior secured first lien revolving credit facility expiring 2023 to Caa1 (LGD3) from B3 (LGD3) Senior secured first lien term loan due 2025 to Caa1 (LGD3) from B3 (LGD3) Senior secured second lien term loan due 2026 to Ca (LGD 6) from Caa3 (LGD5) Outlook is changed to stable from rating under review. RATINGS RATIONALE Elara's Caa2 Corporate Family Rating credit profile is constrained by the continued integration and financial risk associated with the mergers from 2018. The company's financial leverage is high even when making significant adjustments related to the acquisitions. Adjusted debt/EBITDA has increased to 11.1 times due to softness on the top line, higher overall costs and slower realization of expected synergies from the mergers. Further, the increasing debt balances due to the PIK interest will make it increasingly challenging to reduce leverage over time. The rating is also constrained by the company's high exposure to Medicare and Medicaid and longer-term risks associated with changes to the way that the government pays for post-acute and in-home services. The rating is supported by the good long-term demand outlook for the company's services. Government and private insurance companies will increasingly look for ways to manage patients in their home, which is the lowest cost care setting. Further, the industry benefits from very low capital requirements. Elara Caring's liquidity is weak. By converting the second lien term loan to a PIK loan, Elara lowered its interest costs by about $30 million per year. Despite this, Moody's expects negative material negative free cash flow in 2020 and reliance on the $75 million revolver. The recent debt transaction provided for covenant relief in 2020, however Moody's expects covenant cushion will be tight again beginning in 2021 absent significant improvement in earnings. Environmental considerations are not considered material to the overall credit profile of Elara. Moody's believes there is social risk, as home health is subject to rising social and regulatory risk as government and other payors seek ways to reduce the overall costs of healthcare in the US. Given its high percentage of revenue generated from Medicare and Medicaid, Elara Caring is exposed to regulatory changes. Elara Caring is also exposed to wage inflation, particularly as it must maintain a large workforce with both skilled labor (nurses, therapists), of which there are shortages, and unskilled labor, which is experiencing rising minimum wage in certain markets. In terms of governance, Elara Caring is owned by private equity sponsors, and as such, Moody's expects leverage to remain high and financial policies will benefit shareholders. The equity sponsors recently demonstrated support for the company by infusing capital to curtail Elara's liquidity challenges. That said, the sponsors chose to support the company through a junior lien debt instrument, as opposed to cash equity. Further, the company has had a poor track record of execution over the last 18 months, but Elara Caring has recently changed its management team to address some of these challenges. Moody's views these changes positively. The stable outlook reflects Moody's view that the default probability is appropriately captured at the current rating level of Caa2. The ratings could be downgraded if Elara Caring experiences further operating or cash flow disruption, or challenges related to the recent changes in reimbursement. Further weakening of liquidity, reduced recovery prospects for creditors, or an increased likelihood of default could also lead to a downgrade. The ratings could be upgraded if the company demonstrates material improvement in revenue trends, earnings and cash flow. A material reduction in leverage that leads to increased confidence in the sustainability of the capital structure, coupled with a significant improvement in cash flow and liquidity could lead to an upgrade. Further, the company would need to resolve its merger integration issues and demonstrate that it can successfully navigate the Medicare reimbursement changes. Elara Caring provides skilled home health, personal care and hospice services, primarily to Medicare and Medicaid patients. The company has revenue of about $1 billion. The company is privately owned by Blue Wolf Capital Partners LLC and Kelso & Company. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CAH ACQUISITION 5: PCO Files Final Report Amidst Sale ----------------------------------------------------- The Patient Care Ombudsman directed to monitor the quality of patient care provided at CAH Acquisition Company No. 5, LLC's Hillsboro Community Hospital said that given the interval timing for PCOs third reporting cycle relative to Debtor's anticipated sale completion, the PCO filed a short summary of remote monitoring efforts. Should sale completion not occur as anticipated in early December 2019, PCO will revisit the need for an additional site visit and a lengthier report. In this interim reporting cycle, the PCO remained engaged in remote review of quality dashboard data and phone and email follow-up with interim leadership. Several personnel have resigned and set their termination date contemporaneous with the anticipated date that new leadership will assume responsibility for Debtor's facility. As the sale finalization approaches, nursing staff coverage has proven challenging with the DON regularly stepping in to a patient care nursing role and given the significant number of staff transitions happening, the PCO reached out to the Kansas Department of Health & Environment team members who have been previously engaged with the Debtor and its interim leadership as they rebounded from difficult circumstances associated with the previous facility management. Certainly, the staff at the hospital have consistently demonstrated a level of grit and resiliency that is commendable to the highest degree. It is the PCO's hope that the new leadership will continue to nurture the remaining dedicated team members and provide immediate, broad support to back-fill these various important vacancies to avoid any care delivery gaps. The PCO can be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, Arizona 85737 Tel: (520) 744-7061 Fax: (520) 575-4075 E-mail: sgoodman@pivothealthaz.com A full-text copy of the PCO's Third and Final Report is available at https://tinyurl.com/rnspunz from PacerMonitor.com at no charge. About CAH Acquisition Co. #5 CAH Acquisition Co. #5, LLC, also known as Hillsboro Community Hospital, offers a broad range of services including emergency, surgery services, radiology, laboratory, inpatient care, rehabilitation services and swing bed. Also offered at Hillsboro Community Hospital are EEGs and EKGs, treadmill, nerve conduction, and sleep apnea studies. The Debtor previously sought bankruptcy protection (Bankr. W.D. Mo. Case No. 11-44743) on Oct. 10, 2011. CAH Acquisition Co. #5 filed a voluntary Chapter 11 petition (Bankr. W.D. Mo. Case No. 19-10359) on March 13, 2019. In the petition signed by Kathy Hammons, chief executive officer of the court-appointed receiver, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Bruce E. Strauss, Esq., at Merrick, Baker & Strauss, P.C., represents the Debtor. On March 26, 2019, Brent King was appointed as Chapter 11 trustee. The trustee is represented by Stevens & Brand, LLP. The Office of the U.S. Trustee on July 9, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. CAROLINA CARBONIC: Fifth Interim Cash Collateral Order Entered -------------------------------------------------------------- Judge Catharine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina entered a fifth interim order authorizing Carolina Carbonic & Hydrotesting, Inc. to use cash collateral to pay operational needs, adequate protection payments and other expenses in the ordinary course of its business, pursuant to a budget. The budget provides for $32,477 in total expenses for the month of January 2020 and $25,091 in total expenses for the month of February 2020. The Internal Revenue Service is granted a lien in the property which was held prepetition having the same priority and rights in the collateral as it had prepetition including postpetition accounts and accounts receivable. The Debtor will also pay the IRS a monthly adequate protection of $1,125 until the confirmation of a Plan of Reorganization. The North Carolina Department of Revenue will be adequately protected by continuing to allow it to maintain a security interest in the property which was held prepetition having the same priority and rights in the collateral as it had prepetition including postpetition accounts and accounts receivable. About Carolina Carbonic Carolina Carbonic and Hydrotesting, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-10899) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $100,000. The Law Firm of Ivey, McClellan, Gatton & Siegmund is the Debtor's counsel. Judge Catharine R. Aron is assigned to the case. CEDAR HAVEN: Quality of Care Positive, Says PCO's 2nd Report ------------------------------------------------------------ Margaret Barajas, the patient care ombudsman, submitted a preliminary 2nd 60-day report for Cedar Haven Healthcare Center pursuant to Bankruptcy Code. Cedar Haven Healthcare Center offers skilled nursing care services in Lebanon, Lebanon County, Pennsylvania, under a regular license issued by the PA Department of Health. The population they serve is primarily geriatric. The home has a capacity of 324 beds, of which 292 beds are currently occupied. There is a slight increase from the last report, and the census is based on the number of available beds. During this reporting period, the Lebanon County Office of the Ombudsman conducted facility coverage visits with the residents on 10/21, 10/25, 11/01, 11/11, 11/14, 11/22, 11/29, 12/10, and 12/16 and were completed by certified ombudsmen Weimer and Agee. In addition, both certified ombudsmen were onsite for resident council meetings on 11/05 and 12/03. These visits average 2-3 hours each, with interaction with an average of 30 different residents per visit. Administrator Steven Zablocki reports 17 new hires, including LPNs, nurse aides, and dietary aides. There is also a new Assistant Director of Nursing and Admissions Director. Vendors continue to be cooperative throughout this process; none have discontinued service. Recent major maintenance included replacing a 24-foot span of drain in the kitchen. As a result, the residents were served cold-plate breakfast and lunch items. The Lebanon County ombudsmen have a regular presence at this facility, as demonstrated by the level of comfort the residents have in identifying them and conversing with them freely. The Ombudsman will continue to monitor this through regular communication with the residents. The Ombudsmen continue to encourage residents to attend and participate in resident council meetings and food committee meetings in order to assure that their concerns are heard in a timely manner by those in a position to resolve their concerns. Therefore, the State Long-Term Care Ombudsman is confident that the facility will work closely with the local ombudsmen, when appropriate, to respond to resident concerns throughout the bankruptcy process and will continue to have the local ombudsman conduct weekly site visits and meet with residents to ensure their quality of care and life continue to be positive. PCO can be reached at: Margaret Barajas Pennsylvania Department of Aging Office of the Long-Term Care Ombudsman 555 Walnut Street, 5th Floor Harrisburg, PA 17101 Tel:(717) 783-8975 E-mail: aging.pa.gov A full-text copy of the PCO's 2nd Report is available at https://tinyurl.com/yfh2sph5 from PacerMonitor.com at no charge. About Cedar Haven Acquisition Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ -- is a licensed skilled nursing facility located in Lebanon, Pa., that offers professionally supervised nursing care and related medical and health services to persons whose needs are such that they can only be met in a nursing facility on an inpatient basis because of age, illness, disease, injury, convalescence or physical or mental infirmity. It was formed in 2014 through the sale of Cedar Haven Healthcare Center by the Lebanon County Commissioners to Cedar Haven. Cedar Haven Acquisition and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-11736) on Aug. 2, 2019. At the time of the filing, Cedar Haven Acquisition estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtors. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 20, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cedar Haven Acquisition, LLC and its affiliates. CELLA III: Unsecureds Get Full Payment with 4% Interest in 4 Years ------------------------------------------------------------------ Debtor Cella III, LLC, filed an amended chapter 11 plan of reorganization that says unsecured creditors will recover 100% with interest by December 2023. On Sept. 4, 2019, Debtor, M&C Partnership, LLC, Wild Horse of Old Military Road, LLC, Florida Street Market, LLC, Horizon Security and Vault Complex, Inc. and George A. Cella, III filed that certain Complaint for Damages and Declaratory Relief against Girod LoanCo, LLC (Adv. No. 19-1129). The complaint seeks damages against Girod for unfair trade practices and breach of the parties' agreements, a reduction in the amount of Girod's claim filed in this case and avoidance of Girod's mortgage against the Cella III Real Estate. On Dec. 18, 2019, the parties entered into a Joint Stipulation providing for the dismissal of claims by plaintiffs other than Debtor, and providing the Debtor leave to amend its complaint within 21 days or by January 9, 2020. Girod shall be paid its pro rata share of proceeds from Causes of Action and Net Revenue, with interest calculated at the rate of 4% from the Effective Date, which amounts shall be payable on the anniversary date of the Effective Date. Class 3 Allowed Claims will be paid in full no later than Dec. 31, 2023. The holder of each Allowed Unsecured Claim will be paid their respective pro rata share of the proceeds from Causes of Action and Net Revenue, with interest calculated at the rate of 4% from the Effective Date, payable on each anniversary date of the Effective Date. Class 5 Allowed Claims shall be paid in full no later than Dec. 31, 2023. Generally, the Plan provides for the continued operation of the business of the Debtor, with payments to creditors from Net Revenue and the proceeds of the Equity Contribution. A full-text copy of the Disclosure Statement for its Amended Chapter 11 Plan is available at https://tinyurl.com/tyh645g from PacerMonitor.com at no charge. The Debtor is represented by: THE CONGENI LAW FIRM, L.L.C. Leo D. Congeni 650 Poydras Street, Suite 2750 New Orleans, LA 70130 Telephone: 504-522-4848 Facsimile: 504-910-3055 About Cella III LLC Cella III, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel; Sternberg, Naccari & White, LLC as special counsel; and Patrick J. Gros, CPA, APAC as accountant. CLARE OAKS: Exclusivity Period Extended Until March 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois extended the exclusive periods for Clare Oaks to file a Chapter 11 plan and solicit acceptances for the plan to March 31 and May 30, respectively. It is taking longer than Clare Oaks anticipated for the company, bondholders and unsecured' committee to come to terms with a potential buyer or plan sponsor regarding a sale of substantially all of the company's assets or other reorganization transaction. In order to provide sufficient time for the parties to work collectively toward such a transaction, Clare Oaks needs to extend the exclusivity periods, according to court filings. About Clare Oaks Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit corporation that operates a continuing care retirement community. Its facilities and services include independent living, assisted living, skilled nursing, rehabilitation, and memory care services. Clare Oaks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. It previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011 . At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Donald R. Cassling oversees the case. The Debtor tapped Polsinelli PC as legal counsel; Solic Capital Advisors LLC as financial advisor; and Stretto LLC as claims and balloting agent and as administrative advisor. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on June 28, 2019. The committee tapped Perkins Coie, LLP as its legal counsel. CLAY RIVERVIEW: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Clay Riverview LLC 87-10 Queens Blvd., 1st Floor Elmhurst NY 11373 Business Description: Clay Riverview LLC is a privately held company engaged in activities related to real estate. Chapter 11 Petition Date: January 21, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-40381 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: William Zou, Esq. LAW OFFICES OF XIAN FENG ZOU 136-20 37 Avenue, Suite 10D Flushing, NY 11354 Tel: 718-661-9562 E-mail: xfzou@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bo Jin Zhu, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/JeLdaL CLU AMBOY: Feb. 4, 2020 Plan Confirmation Hearing Set ----------------------------------------------------- On Dec. 12, 2019, debtor CLU Amboy, LLC's attorney Anthony Sodono III filed with the U.S. Bankruptcy Court for the District of New Jersey a disclosure statement referring to a plan. On Dec. 26, 2019, Judge Christine M. Gravelle approved the disclosure statement and established the following dates and deadlines: * Written acceptances, rejections or objections to the Plan will be filed with the attorney for the plan proponent not less than seven days before the hearing on confirmation of the plan. * Feb. 4, 2020, at 2:00 p.m. is fixed as the date and time for the hearing on confirmation of the Plan. A full-text copy of the corrected order is available at https://tinyurl.com/uv6ahe2 from PacerMonitor.com at no charge. About Clu Amboy LLC Clu Amboy, LLC was formed as a limited liability company in New Jersey on September 30, 2013. It owned a storage facility located at 1 Amboy Avenue, Woodbridge, New Jersey 07095, which was its sole tangible asset. It also uses the trade name Amboy Cold Storage. All of its income was derived from leases and contract service agreements for storage space at the facility. On Oct. 25, 2017, CLU Amboy sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-31647). CLYDE EVANS: Court Confirms Amended Plan ---------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Western Division, convened a hearing for the Amended Plan filed by debtor Clyde Evans Land Company. On Dec. 26, 2019, Judge Mary Ann Whipple ordered that: * Pursuant to 11 U.S.C. Sec. 1129, the Plan filed by the Debtor on Sept. 10, 2019, is confirmed. * Pursuant to 11 U.S.C. Sec. 1127, the Plan is modified so that the terms set forth in the Agreed Order entered by the Court at Docket Number 168 are incorporated into the Plan. AS reported in the Troubled Company Reporter, Clyde Evans Land Company filed an amended Chapter 11 plan and accompanying disclosure statement to modify the treatment of the Secured Claim of U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust, 2016-2. Under the proposed Plan, the Claim of Velocity, or any amended claim of Velocity, shall be considered fully satisfied upon the Sale of Cable Road Property and Velocity shall not be entitled to assert any Claim in this case, whether as a secured claim or unsecured claim, upon the Sale of the Cable Road Property. A full-text copy of the Amended Disclosure Statement dated September 10, 2019, is available at https://tinyurl.com/yycbsvxz from PacerMonitor.com at no charge. A full-text copy of the Order Confirming the Plan is available at https://tinyurl.com/wqt2svq from PacerMonitor.com at no charge. About Clyde Evans Land Co. Clyde Evans Land Company Inc. owns and operates commercial real estate properties. The company was incorporated in 1976 and is based in Lima, Ohio. Clyde Evans Land Company Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.18-33906) on Dec. 18, 2018. In the petition signed by Dave Evans, president, the Debtor estimated assets of $1 million to $10 million in assets and liabilities of the same range. The case is assigned to Judge Mary Ann Whipple. The Debtor is represented by Steven L. Diller, Esq., at Diller and Rice, LLC. CONNECT INSURANCE: Trustee Sought in Involuntary Cases ------------------------------------------------------ Petitioning creditor 160 Royal Palm, LLC, requests that the Bankruptcy to Court appoint a chapter 11 trustee in the Chapter 11 cases of: 1. South Atlantic Regional Center, LLC 2. United States Regional Economic Development Authority, LLC 3. United States Regional Economic Development Authority, Inc., and 4. Connect Insurance Group, Inc. 160 Royal was the owner of the real property located at 160 Royal Palm Way, Palm Beach, Florida comprising an uncompleted hotel/condominium project. Joseph Wash, Sr. controlled the Debtors and Non-debtor USREDA Holdings LLC. Prior to the installation of its current manager, Cary Glickstein, 160 Royal was controlled by Robert Matthews, and during the time when 160 Royal was controlled by Matthews, Matthews, along with Walsh and others, used the Palm House Property in a fraudulent scheme whereby dozens of foreign nationals were enticed into investing over $600,000 each with the promise of returns on such investments and the granting of United States visas under the EB-5 visa program. SARC and USREDA LLC conspired and participated in the Palm House Scheme of Walsh and Matthews to the detriment of the investor victims, who ended up losing their investments and not receiving EB-5 visas. The Palm House Scheme is the subject of two lawsuits filed in the United States District Court for the Southern District of Florida. On Nov. 22, 2019, the 160 Royal filed involuntary petitions against each of SARC, USREDA LLC, USREDA Inc., and CIG. None of the Debtors have filed an answer or otherwise responded to the involuntary petitions. Hence, 160 Royal requests that the Court appoint a single chapter 11 trustee pursuant to the Bankruptcy Code is warranted in each of the cases because Walsh, who is an individual that has absconded and is absent from the United States, and who is an individual implicated in at least two instances of fraud and dishonesty involving EB-5 investors in South Florida, ultimately, owns or at least controls, each of the Debtors. Here, according to 160 Royal, the Debtors have failed to even respond to the involuntary petitions filed against them last month, much less assume the duties of chapter 11 debtors in possession. According to 160 Royal, having the same chapter 11 trustee serve in each of the cases will reduce costs and duplication of efforts. Moreover, it adds that because the bodies of creditors in the involuntary cases will likely be substantially similar in composition, the same trustee in both cases will avoid duplication of effort and competition with respect to dominion over assets. A full-text copy of the Motion for a Chapter 11 Trustee is available at https://tinyurl.com/yzcq2ks3 from PacerMonitor.com at no charge. About Connect Insurance South Atlantic Regional Center, LLC, is a Florida corporation owned and managed by Joseph Wash, Sr. SARC is a United States Citizen and Immigration Services designated Regional Center. South Atlantic Regional Center and its affiliates United States Regional Economic Development Authority, LLC, United States Regional Economic Development Authority, Inc., and Connect Insurance Group, Inc., were subject to involuntary Chapter 11 petitions (Bankr. S.D. Fla. Case No. 19-25762, 19-25767, 19-25780, and 19-25799) filed by 160 Royal Palm, LLC in November 2019. The Petitioning Creditor's Counsel: Philip J. Landau, Esq. Eric Pendergraft, Esq. SHRAIBERG, LANDAU & PAGE, P.A. 2385 N.W. Executive Center Dr # 300 Boca Raton, FL 33431 Tel: (561) 443-0800 E-mail: plandau@slp.law ependergraft@slp.law CORETECH INDUSTRIES: SDI Granted Summary Judgment on Secured Status ------------------------------------------------------------------- Southwest Dynamics, Inc., filed a motion for summary judgment seeking to establish the validity of an alleged statutory mechanic’s lien for services it rendered to install and repair several pieces of industrial equipment in a facility formerly leased by the Debtor CoreTech Industries, LLC. On Dec. 31, 2019, the Bankruptcy Court granted the summary judgment to SDI and partial summary judgment to the Reorganized Debtor is denied. With regard to SDI's MSJ, the bankruptcy court has determined that SDI's summary judgment evidence establishes a properly perfected statutory mechanic’s lien and, alternatively, a constitutional lien. However, because the Reorganized Debtor has an alleged $150,000 counterclaim that remains unadjudicated, the size of SDI's overall claim and, thus, the enforceability of SDI's lien, cannot yet be determined. Accordingly, further proceedings are necessary to resolve the amount of SDI's secured claim. The U.S. Bankruptcy Court for the Northern District of Texas on Dec. 31, 2019, ruled that SDI's MSJ is granted such that SDI's claim -- whatever the amount -- is entitled to secured status. First, with regard to a statutory lien, there are two discrete issues before the court: (1) whether the work Mr. Richard Bomer performed satisfied the elements of Section 53.021(a) of the Texas Property Code, so as to entitle SDI to a statutory mechanic's lien; and, if so, (2) whether SDI properly perfected that lien in accordance with Section 53.052(a) of the Texas Property Code. The summary-judgment evidence demonstrates that Mr. Bomer performed services pursuant to a contract with the Debtor and that the Debtor owned the machines Mr. Bomer installed and serviced. In SDI’s MSJ, SDI asserts that the parties entered into an oral agreement whereby Southwest would install and service heavy-duty lathes, reconditioned electronic systems and other equipment for CoreTech, which CoreTech had recently purchased. A full-text copy of the Memorandum Opinion and Order dated Dec. 31, 2019, is available at https://tinyurl.com/yf2lyu44 from PacerMonitor.com at no charge. About CoreTech Industries CoreTech Industries, LLC, is a machine shop located at 8300 S. Central Expressway in Dallas, Texas. Its principal owner is Richard Arn. CoreTech Industries, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-34196) on Dec. 18, 2018. In the petition signed by Richard Arn, Managing Member, the Debtor estimated assets and liabilities in the range of $500,001 to $1 million. The Debtors tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as its counsel. CORFISH CREATIVE: Feb. 6, 2020 Plan & Disclosure Hearing Set ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey convened a hearing to consider the small business Plan and Disclosure Statement dated December 30, 2019, filed by debtor CorFish Creative, LLC. On Dec. 31, 2019, Judge Jerrold N. Poslusny, Jr. conditionally approved the Disclosure Statement and established the following dates and deadlines: * Jan. 30, 2020, is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. * Jan. 30, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan under D.N.J. LBR 3018-1(a). * Feb. 6, 2020, at 10:00 am is the hearing for final approval of the Disclosure Statement and for confirmation of the Plan before the Honorable Jerrold N. Poslusny, Jr. United States Bankruptcy Court, District of New Jersey, 400 Cooper Street Camden, NJ 08101, in Courtroom 4C. A full-text copy of the Order dated Dec. 31, 2019, is available at https://tinyurl.com/ye9mtpnj from PacerMonitor.com at no charge. A full-text copy of the Small Business Debtor's Combined Plan of Liquidation and Disclosure Statement dated Dec. 30, 2019, is available athttps://tinyurl.com/v7s88o4 from PacerMonitor.com at no charge. About Corfish Creative Corfish Creative, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-16756) on April 3, 2019. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor hired Deiches & Ferschmann as its legal counsel. CORRIDOR MEDICAL: PCO Sees No Care Decline in 5th Report -------------------------------------------------------- Susan N. Goodman, as the Patient Care Ombudsman, was directed to evaluate and report on the patient care services provided by the Corridor Medical Services, Inc. businesses no less than every sixty days. The PCO has filed her Fifth Report regarding continued monitoring efforts and a limited site visit completed during this interim reporting period. The PCO has continued to periodically check in with operational and clinical leadership, and engaged in a limited site visit associated with other case travel to minimize travel expenses to Debtors' estates. Further, the PCO traveled with a radiology technologist in the San Antonio metropolitan area and observed RT interacting with long-term-care residents and staff members at facilities. The RT denied concerns associated with the necessary equipment and tools required to engage in her role. The PCO also reached out to the account manager who works in the San Antonio area maintaining and developing customer business. Unfortunately, the PCO was not able to shadow this individual on the date of the site visit and no concerns noted. The PCO's limited review did not demonstrate patient care decline or impact as contemplated under 11 U.S.C. Sec. 333(b). Accordingly, the expense associated with broader site visits across multiple metropolitan areas is not warranted at this juncture. If definitive case resolution does not occur this reporting cycle, however, PCO will plan on engaging in a larger site visit in early 2020 since it will have been one year since that level of site visit was completed. PCO can be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Fax: (520) 575-4075 E-mail: sgoodman@pivothealthaz.com A full-text copy of the PCO's 5th Report is available at https://tinyurl.com/w5reo62 from PacerMonitor.com at no charge. About Corridor Medical Services Corridor Medical Services, Inc., provides mobile imaging and laboratory diagnostic services. It offers digital x-ray, ultrasound, EKG, and lab services to nursing homes, hospice centers, assisted living facilities, clinics, surgery centers, home-bound patients, and any place with patients who are restricted to travel. Corridor Medical Services and its affiliates Correctional Imaging Services, LLC and CMMS Lab LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case Nos. 18-11569 to 18-11571) on Nov. 30, 2018. Corridor Medical Services was estimated to have up to $50,000 in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. The cases are assigned to Judge Tony M. Davis. Barron & Newburger, PC, is the Debtors' counsel. CORT & MEDAS: Amends Plan Amidst Priority Dispute ------------------------------------------------- Amidst a competing plan filed by its secured creditor, Cort & Medas, LLC, has filed its First Amended Plan of Reorganization of Cort & Medas, LLC, as Modified dated Jan. 2, 2020, with the United States Bankruptcy Court for the Eastern District of New York. On June 6, 2019, the Secured Creditor filed a proof of claim asserting that as of the Petition Date, $2,159,964.89 was due to Secured Creditor. (Claim 7-1). On Oct. 14, 2019, the Debtor filed a Plan and Disclosure Statement. On Aug. 12, 2019, the Debtor filed the motion to approve its Disclosure Statement. Thereafter, the Secured Creditor filed an objection to the Debtor's Disclosure Statement, and ESCDC filed a response to the Debtor's Disclosure Statement. On Dec. 3, 2019, the Debtor filed an Amended Plan and Amended Disclosure Statement. On Oct. 14, 2019, the Secured Creditor filed its own Plan and Disclosure Statement. On Nov. 8, 2019, the Secured Creditor filed a motion to approve its Disclosure Statement. On Dec. 4, 2019, the Debtor and ESCDC filed objections to the Secured Creditor's Disclosure Statement. On Dec. 10, 2019, the Secured Creditor filed reply papers in response to the Debtor's and ESCDC's opposition. At the Dec. 11, 2019 hearing, the Court adjourned all matters and directed a supplemental briefing as to whether Secured Creditor has priority of over ESCDC's claims (the "Priority Dispute"). ESCDC alleges that $571,099.74 of the default interest in the Judgment of Foreclosure and Sale awarded to 1414 Lender, is subordinate to ESCDC's claim based upon the terms of the Third-Party Agreement. 1414 Lender alleges that the determination regarding the priority of entitlement to payment, as between 1414 Lender and the ESCDC, was previously litigated and adjudicated pursuant to the Judgment of Foreclosure and Sale. In addition, 1414 Lender alleges that ESCDC was not only named as a defendant, but it voluntarily appeared in the Foreclosure Action as a party defendant, by counsel and has waived all claims. As the Priority Dispute remains unresolved, ESCDC and 1414 Lender will not be able to determine appropriate credit bidding. As such, a motion to approve sale and bidding procedures for the sale of the Property (the "Sale Motion") will not be filed until the court issues a decision on the Priority Dispute or ESCDC and 1414 Lender reach a resolution on the Priority Dispute. The Sale Motion will be filed by the Debtor within 10 days after the Court issues a decision on the Priority Dispute or ESCDC and 1414 Lender reach a resolution on the Priority Dispute on notice to all parties with an opportunity to object. The Debtor's Plan treatment of claims consider two scenarios: -- Class 3 Claimed Amount of $2,325,397.98. Impaired. * Scenario #1. In the event that the Bankruptcy Court determines that the 1414 Secured Lender Default Interest is not subordinate to the ESCDC Secured Claim based upon the terms of the Third-Party Agreement, and subject to the provisions of Article 7 of the Plan with respect to Disputed Claims, and subject to the holder of the 1414 Lender’s right to credit bid at the Sale. * Scenario #2. A. In the event that the Bankruptcy Court determines that the 1414 Secured Lender Default Interest is subordinate to the ESCDC Secured Claim based upon the terms of the Third-Party Agreement, and subject to the provisions of Article 7 of the Plan with respect to Disputed Claims, and subject to the holder of the 1414 Lender’s right to credit bid at the Sale; in full satisfaction, release and discharge of the 1414 Lender Secured Claim, on the Effective Date the holder of the 1414 Lender Secured Claim shall receive a Cash distribution from the Net Sale Proceeds up to the full Allowed amount of the Allowed 1414 Lender Secured Claim (calculated through the Effective Date) less the amount of the Default Interest; and B. To the extent that any funds are available from the Net Sale Proceeds after full payment to the holder of the holder of the Allowed ESCDC Secured Claim; the holder of the Allowed 1414 Lender Secured Claim shall be paid a Cash distribution from the Net Sale Proceeds up to the full amount of the 1414 Secured Lender Default Interest. -- Class 4 Claimed Amount of $757,039.27. Impaired. * Scenario #1. In the event that the Bankruptcy Court determines that the 1414 Secured Lender Default Interest is not subordinate to ESCDC's Allowed Secured Claim based upon the terms of the Third-Party Agreement, and subject to the provisions of Article 7 of the Plan with respect to Disputed Claims, after full payment of the Allowed 1414 Lender's Secured Claim, and subject to the holder of the ESCDC Secured Claim's right to credit bid at the Sale; in full satisfaction, release and discharge of the ESCDC Secured Claim; on the Effective Date, the holder of the ESCDC Secured Claim shall receive a Cash distribution from the Net Sale Proceeds up to the full amount of the Allowed ESCDC Secured Claim (calculated through the Effective Date). * Scenario #2. In the event that the Bankruptcy Court determines that the 1414 Secured Lender Default Interest is subordinate to the ESCDC Secured Claim based upon the terms of the Third-Party Agreement, and subject to the provisions of Article 7 of the Plan with respect to Disputed Claims, after payment of the Allowed 1414 Lender's Secured Claim, less the amount of the 1414 Secured Lender Default Interest ($571,099.74), and subject to the holder of the ESCDC Secured Claim's right to credit bid at the Sale; in full satisfaction, release and discharge of the ESCDC Secured Claim; on the Effective Date the holder of the Allowed ESCDC Secured Claim shall be paid a Cash distribution from the Net Sale Proceeds up to the full Allowed amount of the Allowed ESCDC Secured Claim (calculated through the Effective Date) A full-text copy of the First Amended Disclosure Statement for First Amended Plan of Reorganization as Modified dated January 3, 2020, is available at https://tinyurl.com/yeyyy2o2 from PacerMonitor.com at no charge. Counsel for the Debtor: Joel Shafferman SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue, 9th Floor New York, New York 10010 Tel: (212) 509-1802 About Cort & Medas Associates Cort & Medas Associates, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41313) on March 6, 2019. At the time of the filing, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Carla E. Craig. Shafferman & Feldman LLP is the Debtor's legal counsel. CORUS ENTERTAINMENT: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------------- S&P Global Ratings revised its outlook on Toronto-based media company Corus Entertainment Inc. to stable from negative. At the same time, S&P affirmed its 'BB' long-term issuer credit rating on the company, and its 'BB+' issue-level rating, with a '2' recovery rating, on Corus' senior secured debt. A prudent capital allocation policy should support Corus' deleveraging trend, according to S&P. "The outlook revision reflects our view that the company's debt repayment plans, spurred by its ability to generate meaningful discretionary cash flow, should lead to improved credit measures over the next 12 months, while Corus pursues an operational turnaround amid structural changes in the underlying industry," S&P said. S&P believes the lower leverage (about 3.2x at fiscal 2021 from 3.7x in fiscal 2018) mitigates risks related to the company's plans to address uneven revenue growth at Corus' legacy media segments. While S&P's forecast leverage measures include only mandatory debt amortization of about C$75 million-C$80 million, should the company pay down additional debt given projected discretionary cash flow after shareholder remuneration of about C$140 million, the rating agency expects leverage improvement by about 0.1x-0.2x over the next 12 months. This view is supported by the company's publicly articulated leverage target of below 3x. The stable outlook reflects S&P's view that Corus' ability to successfully execute on its organic growth strategy and its debt repayment plans will lead to S&P's adjusted debt-to-EBITDA in the low 3x area over the next 12 months. Furthermore, the rating agency believes Corus' debt-repayment strategy is the key to creating balance-sheet capacity to address negative industry conditions, while the company is in the midst of driving organic topline growth to support its positive FOCF generation. "We could lower the rating in the next 12 months if Corus' adjusted debt-to-EBITDA approaches 4x. We believe this scenario could result from topline pressure stemming from increasing shifts in media consumption and increasing online advertising penetration, leading to lower EBITDA generation. Alternatively, we could also lower the rating if the company adopts an aggressive financial policy in terms of using free cash flow for shareholder remuneration ahead of material debt repayment, thus creating lower balance-sheet capacity to absorb any operational underperformance," S&P said. "Given our expectation of a tougher operating environment, we are unlikely to raise the ratings within the next 12 months. However, we could raise the ratings if Corus improves its operating and financial performance despite secular industry pressures, enabling it to sustain adjusted debt-to-EBITDA approaching 2.5x. At the same time, we would expect Corus to commit to stronger credit measures when taking material shareholder remuneration into consideration, for it to be commensurate with a higher rating," the rating agency said. CR COMMERCIAL: Feb. 11, 2020 Plan Confirmation Hearing Set ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona convened a hearing to consider the Amended Disclosure Statement filed by Debtor CR Commercial Contractors, Inc. On Dec. 31, 2019, Judge Eddward P. Ballinger, Jr. conditionally approved the Disclosure Statement and established the following dates and deadlines: * Feb. 11, 2020, at 11:00 a.m. in Courtroom 703, at the U.S. Bankruptcy Court, 230 N. First Ave., Phoenix, AZ 85003 is the hearing to consider whether to confirm the Plan. * Feb. 4, 2020, is the deadline for any party desiring to object to confirmation of the Plan to file a written objection. * The Confirmation Hearing is the deadline for any creditor to file a complaint objecting to the discharge of an individual debtor pursuant to 11 U.S.C. Sec. 1141. A full-text copy of the order dated Dec. 31, 2019, is available at https://tinyurl.com/yz978nxc from PacerMonitor.com at no charge. The Debtor is represented by: Allan D. NewDelman, Esq. ALLAN D. NEWDELMA, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 About CR Commercial Contractors Based in Phoenix, Arizona, CR Commercial Contractors, Inc. -- http://crcontractors.com/-- a privately held company that offers general contractor services, filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-02937) on March 18, 2019. In the petition signed by COO Douglas R. Terrill, the Debtor disclosed total assets of $881,104 and total liabilities of $2,268,945. The case is assigned to Judge Eddward P. Ballinger Jr. The Debtor is represented by Allan D. Newdelman, Esq., Phoenix, Ariz. No official committee of unsecured creditors has been appointed in the Debtor's case. DAVID & SUKI: Feb. 11 Hearing on Amended Disclosure Statement ------------------------------------------------------------- A hearing to consider approval of the Amended Disclosure Statement in support of the Chapter 11 Plan filed by David & Suki, Inc., is scheduled to be held on Feb. 11, 2020 at 11:00 a.m. in Courtroom III, United States Bankruptcy Court, 200 S. Washington St., 3rd Floor, Alexandria, VA 22314. If no timely objection has been filed opposing the Amended Disclosure Statement, the Court may approve it without holding a hearing. In contrast to their treatment under a Chapter 7 liquidation scenario, the Debtor's creditors would fare much better under the treatment proposed by the Plan. The administrative expenses and priority tax claims would be paid in full, and the prepetition creditors holding nonpriority unsecured claims would share pro rata in periodic distributions totaling $228,000 for a return of approximately 8% on account of the allowed amount of their claims. The Plan treats claims as follows: * The secured claim of EagleBank in the amount of $2,534,543.70 in Class 1 is IMPAIRED. The Claim of this Creditor purports to be fully secured by all of the Debtor's assets. This Creditor shall have an Allowed Secured Claim of $105,691.85. The Debtor will pay the Allowed Secured Claim of this Creditor, without interest, in 60 equal monthly payments of $1,761.53 beginning with the 15th day of the month following the month in which the Effective Date occurs. Until this Creditor has been paid the full amount of its Allowed Secured Claim, it shall retain all of the liens securing its Allowed Claims. This Creditor will also have an Allowed Unsecured Claim in the amount of $2,428,851.85, which is treated in Class 3, where it will share pro rata with the holders of Allowed Unsecured Claims. * Allowed Nonpriority Claims, which consist of the following nine claims totaling $2,861,811.21, is IMPAIRED. The Debtor will pay these Allowed Nonpriority Claims by distributing $228,000 pro rata among the holders, as follows. The Debtor will pay $9,500 per quarter, beginning with the last day of the third month after the month in which the Effective Date occurs and every three months thereafter, for a period of six years, i.e. 24 payments of $9,500 each, totaling $228,000, without interest, infull satisfaction of the Allowed Claims of this Class, representing a return of approximately 8% to the holders of Allowed Nonpriority Claims. The source of the funds to be paid to the holders of Administrative Expenses and Allowed Claims provided for under the Plan will be the Debtor’s earnings from its business operations. A full-text copy of the Amended Disclosure Statement dated Jan. 3, 2020, is available at https://tinyurl.com/yftf8b5q from PacerMonitor.com at no charge. The Debtor's counsel: Steven B. Ramsdell Tyler, Bartl & Ramsdell, P.L.C. 300 N. Washington St., Suite 310 Alexandria, VA 22314 Tel: (703) 549-5003 About David & Suki David & Suki, Inc. is a privately-held company whose principal place of business is located at 5863 N. Washington Blvd. Arlington, Virginia. David & Suki sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-11631) on May 4, 2018. In the petition signed by David A. Hicks, president, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the case. The Debtor hired Tyler, Bartl & Ramsdell, PLC as its legal counsel; and the Law Office of William B. Lawson, P.C., as special counsel. DESERT LAND: Trustee's May 19 Auction of Assets Set --------------------------------------------------- Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Nevada authorized the bidding procedures proposed by Kavita Gupta, the Trustee for Desert Land, LLC and its affiliates, in connection with the sale or sales of the Debtors' assets. The Trustee is authorized to proceed with the Sale(s) of the Debtors' assets identified in Lots 1, 2, 3, 4, 5, and 6 in paragraph 1 of the Bidding Procedures in accordance with the Bidding Procedures, and is authorized to take any and all actions reasonably necessary or appropriate to implement the Bidding Procedures in accordance with the following timeline: a. Deadline to File/Serve Sale Motion and Executory Contracts Motion - April 14, 2020 b. Deadline for Submission of Offers - April 30, 2020 c. Hearing, if Necessary, on Bidder Qualifications/Objection to Exclusion of Bidder(s) - May 14, 2020 at 1:30 p.m. d. Auction - May 19, 2020 at 9:30 a.m. e. Sale Approval Hearing - May 19, 2020, immediately following Auction As further described in the Bidding Procedures, the deadline for submission of bids will be 5:00 p.m. (PPT) on April 30, 2020. Any disputes or objections to the selection of Qualified Bid(s), Successful Bid(s), Backup Bid(s) or Second Backup Bid(s) will be resolved by the Court at a hearing to be conducted on May 14 2020 at 1:30 p.m. The Court will direct and preside over the Auction in accordance with the Bidding Procedures. The Auction, to the extent that an Auction is necessary under the Bidding Procedures, will take place in the Courtroom of the Hon. Gary Spraker at 9:30 a.m. (PPT) on May 19, 2020. The Auction will be conducted openly and all creditors and parties in interest will be permitted to attend. At the Auction, any secured creditor who has a valid and perfected lien on any Lot in the Debtors' estates will automatically be a Qualified Bidder without complying with any of the requirements of Paragraph 6 of the Bidding Procedures, including but not limited to, without providing a Bid by the Bid Deadline, a Deposit, Proof of Funds, or a PSA, etc., and will have the right to credit bid at the Auction all or a portion of its Secured Claim for the purchase of the Lot subject to its lien. In the event of a competing Qualified Bid, any Stalking Horse Bidder selected prior to the Bid Deadline will be entitled, but not obligated, to submit overbids and will be entitled in any such overbids to include the full amount of the Bid Protections in lieu of cash and for purposes of evaluating the overbid equal to cash in the same amount, subject to the limitations set forth. In the event the Secured Creditor entitled to credit bid is the Successful Bidder(s) at the Auction, such Secured Creditor will not be required to pay the Bid Protections. The Trustee is authorized to enter into a Stalking Horse Purchase Agreement, subject to higher or otherwise better offers at the Auction as provided in the Bidding Procedures. The Bid Protections contained in the Bidding Procedures are approved. The Trustee is authorized to pay any and all amounts owing to the Stalking Horse Bidder on account of the Stalking Horse Bidder's Bid Protections upon the Trustee's consummation of the Sale with a purchaser other than such Stalking Horse Bidder. Within three business days after the entry of this Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Trustee will serve the the Bidding Procedures Order and Bidding Procedures upon the Office of the United States Trustee and all creditors and parties-in-interest in the Debtors' cases. The Trustee will give notice the Stalking Horse Notice to the Notice Parties identified within five business days after said agreement is entered into. Any objections by a Notice Party to the Stalking Horse Purchase Agreement (other than the Bid Protections, which are approved by the Bidding Procedures Order), will be filed and served within three business days after service of the Stalking Horse Notice, and the Court will conduct a hearing on the objection to the Stalking Horse Purchase Agreement within seven calendar days, or as soon as practicable thereafter. Any objections to the Stalking Horse Purchase Agreement may be filed under seal without any further order of the Court. The Trustee is authorized at any time prior to the Bid Deadline to make an application to the Court and obtain a hearing on seven calendar days' notice, or as soon as practicable thereafter, to withdraw any parcel of the Debtors' assets in Lots 1, 2, 3, 4, 5 or 6 and dispose of such parcel(s) in a manner other than governed by the Bidding Procedures. In addition to providing notice required by the Federal Rules of Bankruptcy Procedure, the Trustee will provide notice of such Withdrawal Application, but not the terms of any proposed alternative disposition, to all Potential Bidders who have executed a Confidentiality Agreement, and any Potential Bidder that the Trustee has agreed to waive the requirement for entry into a Confidentiality Agreement. The Withdrawal Application may be filed under seal without any further order of the Court. On April 14, 2020, the Trustee will file the Sale Motion setting forth the circumstances under which the Court can approve the sale(s) to the Successful Bidder(s), Backup Bidder(s), and Second Backup Bidder(s) at the Auction free and clear of liens, determine that a purchaser is a “"good-faith" purchaser for purposes of Bankruptcy Code section 363(m), and waive the stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Sale Objection Deadline is April 28, 2020. On April 14, 2020, the Trustee will file the Executory Contracts Motion. The Contract Objection Deadline is April 28, 2020. Any objection to the ability of a Stalking Horse Bidder or other buyer to provide adequate assurance of future performance may be asserted at the May 19, 2020 Sale Hearing. I*n the event that the Successful Bidder(s) cannot or refuses to consummate the Sale, the Trustee may, in accordance with the Bidding Procedures, designate the Backup Bid(s) or Second Backup Bid(s) to be the new Successful Bid and the Backup Bidder or Second Backup Bidder(s) to be the new Successful Bidder(s), and the Trustee will be authorized, but not required, to consummate the transaction with such backup bidders without further order of the Court. Any and all objections to the conduct of the Auction must be raised at the Sale Hearing. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the Court, for good cause shown, orders that the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/r6knxao from PacerMonitor.com free of charge. About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. The Debtor and its affiliates sought and obtained the conversion of the case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. DIGNITY GROUP: $165K Sale of Dallas Home to Guel Approved --------------------------------------------------------- Judge Stacy G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized The Dignity Group, LLC's sale of a home at 4835 Burnside Avenue, Dallas, Texas to Rodolfo Torres Guel for $$165,000. The sale is free and clear of all liens, interests, claims and encumbrances, except for the liens that secure 2020 ad valorem taxes which will remain attached to the Property. At Closing, the Debtor will cause and instruct the title company coordinating the sale of the Property to pay in full from the proceeds of the sale of the Property, and the Debtor is authorized and directed to pay, the amounts as follows: A. all reasonable, customary and usual costs of Closing in the sale of the Property including, without limitation, title policy cost, ad valorem real property taxes for years prior to 2020, attorney and documents fees, and a real estate commission; B. the amount necessary to pay the lien claim of DFW on the Property; and C. All remaining proceeds will be paid to Debtor to be held in the DIP account. The sale is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(g). About The Dignity Group The Dignity Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 19-32633) on Aug. 5, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Eric A. Liepins, P.C., is the Debtor's legal counsel. DONALD KLEIN: Sale of Livestock at Local Sale Barns Approved ------------------------------------------------------------ Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the District of Nebraska authorized Donald Duane Klein and Norma Jean Klein to sell up to 200 head of livestock, i.e., a mixture of open cows and 2019 calves, at local sale barns, free and clear. The proceeds of sale of the livestock will be held in trust pending the hearing currently set for Jan. 15, 2020, at 1:00 p.m., when it will be determined whether any input costs are entitled to be paid ahead of McCook National Bank's secured claims. The case is In re Donald Duane Klein and Norma Jean Klein, (Bankr. D. Neb. Case No. 19-40963-TLS). DOUGHERTY'S HOLDINGS: Proposes Auction Sale of Three Pharmacies --------------------------------------------------------------- Dougherty's Holdings, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the auction sale of their pharmacies located at (i) 5959 Royal Ln #515, Dallas, Texas 75230, (ii) 6090 Campbell Road, Suite 100, Dallas, Texas 75248, and (iii) 622 E Wyandotte Ave., McAlester, Oklahoma 74501. After opening in 1929, the Debtors own and operate two retail pharmacy stores in Dallas, Texas and one in McAlester, Oklahoma. A beloved Dallas institution, the Debtors are the area's oldest, largest, and most-recognized full-service pharmacy serving customers across Texas. The retail stores are approximately 2,500 to 12,000 square feet in size, and offer health screenings, serves prescription needs, offers wellness and holistic care products, health & beauty products, home medical supplies and equipment, and gifts for sale. Due in part to a decrease in prescriptions being filled, increased competition from national pharmacy chains, increased operating expenses and overhead, downward pricing pressure from insurance providers, carriers, and a decrease in reimbursements for higher priced prescriptions, the Debtors do not have sufficient liquidity to continue their business outside the protection of the Court and have been forced to ask relief pursuant to chapter 11 of the Bankruptcy Code. Prior to the Petition Date, the Debtors engaged in an extensive marketing process and worked to maximize value and market the Debtors' Pharmacies in the greatest way possible. CVS Pharmacy, Walgreens Pharmacy, and Kroger were among the parties that the Debtors reached out to regarding the sale of the Pharmacies. The Debtors have drafted a template asset purchase agreement for potential purchasers to utilize in submitting their bids. The Debtors previously filed its Bid Procedures Motion. In accordance with the procedures requested in the Bid Procedures Motion, the Debtors intend to ask approval at a hearing to be held on Jan. 15, 2020, at 10:30 a.m. of a sale of the Pharmacies. At the Approval Hearing, the Debtors will request entry of an order approving the sale of the applicable assets. Pursuant to Section 365 of the Bankruptcy Code, the Debtors ask authority to assume certain executory contracts and/or unexpired leases and to assign the Debtors' rights, title and interest in, to and under those contracts and leases and rights thereunder to the purchaser named pursuant to the Bid Procedures, subject to, and at the time of, the close of the Sale. A list of the potential Desired 365 Contracts that the Debtors may ask to assume and assign to the purchaser, as applicable, is described on Exhibit A. The Debtors' Pharmacies will be sold as set forth in the Bid Procedures Motion. The sale will be free and clear of all liens, claims, and encumbrances. The parties intend to close the sale as soon as practicable after the entry of the final order approving the Motion. The Debtors do not anticipate an objection to the sale, and thus ask that the Court waives the 14-day stay periods under Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d). A copy of the Bidding Procedures Motion is available at https://tinyurl.com/tokwx85 from PacerMonitor.com free of charge. About Dougherty's Holdings Dougherty's Holdings, Inc., and its subsidiaries own and operate two retail pharmacy stores in Dallas, Texas and one in McAlester, Oklahoma. The retail stores are approximately 2,500 - 12,000 square feet in size, and offer health screenings, serve prescription needs, offer wellness and holistic care products, health & beauty products, home medical supplies and equipment, and gifts for sale. Each of the Debtors, with Dougherty's Holdings, Inc., being the lead case (Bankr. N.D. Tex. Lead Case No. 19-32841) sought Chapter 11 protection on Aug. 28, 2019 in Dallas, Texas. The subsidiaries include (i) Dougherty's Pharmacy, Inc. [Texas]; (ii) Dougherty's Pharmacy Forest Park, LLC; (iii) Dougherty's Pharmacy McAlester, LLC; and (iv) Dougherty's Pharmacy, Inc. [Delaware]. The petitions signed by Steward Edington, president/CEO, disclosed assets valued between $1 million and $10 million and liabilities within the same range. The Hon. Harlin DeWayne Hale oversees the cases. PRONSKE & KATHMAN, P.C., serves as the Debtors' bankruptcy counsel. INTEGRITY PHARMACY CONSULTANTS LLC is the Debtors' valuation expert. DURR MECHANICAL: Further Fine-Tunes Liquidating Plan ---------------------------------------------------- Durr Mechanical Construction, Inc., further fine-tuned its proposed Chapter 11 plan, filing a Second Amended Chapter 11 Plan of Liquidation. The Plan treats claims as follows: * Class 2 Claims – Secured Claims: Class 2 consists of the Allowed Secured Claims against the Debtor. Class 2 consists of the Allowed Secured Claims of Zurich, the Secured Banks, the IRS, and New York State in the order of priority of such secured liens and to the extent of the value of the collateral. Each claimant will receive payment in full of the Allowed Class 2 Claim. Allowed Class 2 Claims shall be paid from Available Funds, subordinate and subject to approved carve outs, reserves and/or operating funds1 for (i) the U.S. Trustee fees and (ii) the Liquidating Trustee for fees and expenses in connection with the Liquidating Trust. * Class 3 Claims - Secured Claims against certain property of the Debtor: Class 3 consists of the Allowed Secured Claims against specific property and/or collateral of the Debtor, which includes without limitation, vehicles financed to own and mechanic's liens, as applicable. After receipt of revenues and/or realization of proceeds relating to such creditors specific collateral, subject to and in accordance with the Liquidating Trust, from and to the extent of Available Funds, each Holder of an Allowed Class 3 Claim, to the extent of the value of such Holder's collateral and in accordance with the priorities under the Bankruptcy Code and applicable non-bankruptcy law, shall receive payment in full of the Allowed Class 3 Claim., or as otherwise agreed with the creditor. Class 3 Claims for the Debtor's two financed vehicles shall continue to receive monthly payments (in accordance with an approved cash collateral budget) in the same amount of its monthly payments as and for adequate protection. * Class 4 Claims – Priority (Non-Tax) Claims: On the Effective Date, or as soon as reasonably practicable after receipt of the recoveries from any claims of the estate, including without limitation, the Affirmative Claims, subject to and in accordance with the Liquidating Trust, from and to the extent of Available Funds, each Holder of an Allowed Class 4 Claim, and in accordance with the priorities under the Bankruptcy Code, will receive payment in full of the Allowed Class 4 Claim. Allowed Class 4 Claims will be paid from Available Funds, subordinate and subject to approved carve outs, reserves and/or operating funds for (i) the U.S. Trustee fees and (ii) the Liquidating Trustee for fees and expenses (including any of his Professionals or the Debtor's employees as set forth herein) in connection with the Liquidating Trust, and after payment in full of allowed Administrative Expense Claims, Allowed Claims in Class 2 and Allowed Claims in Class 3 (relating to such creditor's subject collateral), except as otherwise agreed with the holder of such Claims. Class 4 Claims are impaired, and the Holders of Allowed Class 4 Claims are entitled to vote to accept or reject the Plan. A black-lined copy of the Debtor's Proposed Second Amended Chapter 11 Plan of Liquidation dated Jan. 3, 2020, is available at https://tinyurl.com/ydnbf9eo from PacerMonitor.com at no charge. Attorneys for the Debtor: Adam P. Wofse Gary F. Herbst LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, New York 11793 (516) 826-6500 About Durr Mechanical Durr Mechanical Construction, Inc. -- http://www.durrmech.com/-- is a mechanical contracting company headquartered in New York. It offers commercial HVAC, scheduling and cost control, BIM drafting, erecting and setting equipment, process piping, power piping, and emergency services. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor was estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities. LaMonica Herbst & Maniscalco, LLP, led by Michael Thomas Rozea, and Adam P. Wofse, serves as counsel to the Debtor. DYNASTY ACQUISITION: Fitch Affirms 'B' IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings affirmed Dynasty Acquisition Co., Inc.'s Issuer Default Rating at 'B'. Fitch has also affirmed the company's long-term ratings of the senior first lien ABL facility, senior first lien revolver, and senior first lien term loan B at 'BB'/'RR1'. The Rating Outlook is Stable. The rating and outlook are largely supported by the company's moderate insulation from economic cyclicality, strong market position, authorizations on widely used engine types, valuable portfolio of certifications, relatively predictable revenue stream, high barriers to entry protecting against new entrants, vertical integration within the maintenance process, and contract and geographic diversification. The company's variable cost structure and adequate liquidity also factored into the rating. Concerns to the rating and outlook include the company's significant and constant execution risk, and material degree of customer and supplier concentration. Other concerns include size compared to some competitors including OEMs and in-house airline MRO operations, its dependence on the OEMs and engine authorizations, and private equity ownership, which could influence the company's future capital deployment strategy or financial structure. The company's management team has indicated a focus on deleveraging, but growth via acquisitions is also a potential concern. KEY RATING DRIVERS Strong Market Position, Supported by Certifications: Fitch believes StandardAero's market position is strong and defensible. It is one of the largest independent commercial aviation maintenance, repair and operation (MRO) companies in the world, and has longstanding relationships with all of the largest aerospace engine original equipment manufacturers (OEMs). The company's main focus is engine repair and overhaul for commercial, military and business jet aircraft. Performing such work requires OEM authorizations and regulatory certifications -- one for each engine program -- that are expensive and take a significant amount of time for new market entrants to acquire. Fitch believes the company's wide range of program certifications, coupled with its strong OEM relationships, is a major differentiator compared with peers and creates a defensible barrier against competition. Predictable Revenue: SA's rating is supported by its relatively predictable revenue and generally positive cash flow generation driven by regulator-required periodic maintenance. Most of SA's contracts span more than 10 years and often last through the life of an engine. When the contacts come up for re-negotiation, SA has been able to retain all of its contracts due to the company's consistent execution and longstanding customer relationships. Approximately 50% of total revenue is provided under long-term agreements, with the other 50% being short cycle sales, mostly with long-term customers. Organic Growth Expected: Fitch expects SA's revenue will continue to grow over the next three to four years as the company integrates its recent acquisitions, while it is also well positioned to take advantage of legacy certifications. The agency believes future revenue and cash flow will be supported by engine programs such as the PW127, CF34 and CFM56, for which MRO volumes are expected to grow significantly over the next several years. In particular, the CFM56 is an important program, as it is the largest engine program in the industry, and demand for additional MRO capacity will be high over the foreseeable future. Long Term Positive Cash Flow, Near Term Challenges: Fitch projects SA's FCF margin will exceed 1% annually beginning in 2020, after negative flows in 2018 and 2019. Fitch expects financial results will normalize and working capital cash outflows related to supply chain delays will reverse. Growth capex should also steadily decline after periods of elevated spending in 2017 and 2018 to support capacity expansion initiatives. Supplemental Acquisitions: Fitch expects SA will continue to supplement organic growth with incremental bolt-on acquisitions, in line with its strategy over the past few years. Fitch believes the company will be able to partially fund future purchases with internally generated cash. However, the company has recently drawn on its ABL facility to fund transactions, and the facility could remain a funding source going forward depending on the magnitude of the transactions. Fitch believes the company could pursue tactical transactions in order to acquire additional certifications or improve diversification. Contract and Geographic Diversification: Fitch believes diversification across programs, geography and end-markets further reduces the risks arising from a potential regional economic shock or loss of any individual contract. The company estimates it has a top three market share on more than a dozen of the world's largest engine programs, including the CF34, PW 100/150 and CFM56, which should continue to grow over the next several years. SA has more than 40 locations in 10 countries, with around 35%-40% of sales occurring outside of the U.S. It also services several end-markets including military, energy, helicopters, airlines & fleets, and business aviation. The company's recent acquisitions resulted in additional diversification by geography, particularly into Asia, Africa, the UK, and Europe through the Vector acquisition, and by contract with new components business and Pratt & Whitney and SAFRAN certifications. Sustainable Leverage with Deleveraging Capacity: Fitch calculates SA's pro forma 2020 adjusted leverage (adjusted debt/EBITDAR) at 5.4x, which the agency considers to be in line with other similarly rated companies. Fitch believes it is a sustainable leverage level, with some deleveraging capacity. While the agency assigns a relative high importance to the company's financial structure, Fitch also believes this concern is offset by the company's strategic profile, moderate cyclicality and capacity to reduce debt over the next few years given its predictable revenue and cash flow. Risks to deleveraging include potential debt funded acquisitions, failure to execute on outstanding contracts or extended periods of negative FCF. Execution Risk Could Harm Reputation: Fitch considers continued operational execution to be a priority for SA. Fitch expects instances of poor execution would likely diminish the company's currently strong reputation and could result in customers switching to SA's competitors. Mitigating this risk is the fact that SA does not have a history of material contract cancellations over the past several years, and has a very experienced management team, which Fitch believes would be capable of navigating potential challenges. Customer Concentration Enhances Execution Risk: Fitch believes the likelihood of significant customer loss is negligible in the near term, though the potential future risk is amplified by the company's degree of customer concentration, despite its diversified portfolio of contracts and certifications. Fitch estimates around 40% of revenue is derived from the company's top four customers, with GE representing between 15% and 20% of sales. While much of the revenue derived from these top customers is subcontracted work stemming from other end-customers, poor execution on one or more contracts for one these major customers could lead to reduced work allocation. The loss of one of these OEMs as customers would likely result in negative rating momentum. Moderate Cyclicality: Fitch estimates SA is less exposed to cyclical declines than similarly rated aerospace peers, as revenue is more closely tied to available seat miles (ASMs; or, for kilometers, ASKs) than to passenger traffic or airline profitability, which tend to be more volatile than miles flown. Regulatory maintenance requirements result in relative revenue stability in instances when passenger traffic declines. Between 2003 and 2017, ASMs increased at a rate of approximately 1.3% per year in the U.S., and only declined during two of the 15 years, with the most notable occurring in 2009 by 6.3%. Fitch also believes that the company's variable cost structure would provide some inherent flexibility during a period of challenging market conditions. Necessity of Future Authorizations: While the company has historically maintained strong relationships with customers and OEMs, Fitch recognizes the company must continue to win future authorizations over the long term to maintain operations. Fitch believes the OEMs benefit from SA absorbing much of the required demand for MRO services on maturing engines so OEMs can focus their resources on new development programs. However, the OEMs maintain a certain degree of buying power over SA, and a change in the relationship could hinder the company's ability to win future authorizations as maturing engines exit the fleet. DERIVATION SUMMARY StandardAero is well positioned as the largest independent MRO provider in the world, though competition exists from OEMs and in-house airline MRO operations, including higher-rated General Electric Company (BBB+/Negative), Honeywell International, Inc. (A/Stable), Rolls Royce plc (BBB+/Stable), MTU Aero Engines AG (BBB/Stable), and Delta Air Lines (BBB-/Stable), among others. The company's leverage and financial structure are important factors to the rating, and are generally in line with mid-B category aerospace companies such as The NORDAM Group (B/Stable). The rating is also supported by the company's moderate insulation from broader market cyclicality compared to OEs, and its stable and predictable revenue stream, which Fitch considers strong for the rating. The company's leading market position was also an important factor in deriving the rating, and is reinforced by the company's portfolio of certifications and diversification. No country ceiling, parent/subsidiary linkage or operating environment factors were in effect for these ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenue in 2019 and 2020 increased due to acquisition completed in 2019; double digit sales growth in 2019 and 2020 stemming from contracted backlog, primarily related to an increase in demand for CF34 and CFM56 MRO services, ramp up of RB211 platform, and AE1107 and AE2100 military contracts; -- EBITDA margins remain somewhat pressured in 2019, but steadily increase to between 13.0% and 13.5% through 2022 as the company executes on outstanding backlog; -- Significant cash outflows from working capital result in negative FCF in 2019; working capital flows begin to reverse in mid-2020 and into 2021, resulting in FCF margins above 2%; -- Approximately 50%-60% of capex is related to maintenance capex, which is expected to remain relatively steady throughout forecast period; Fitch expects potential new contract wins, certifications or acquisitions in 2020 and 2021 would result in growth capex remaining elevated during this period; -- Company takes advantage of 100% PIK interest on unsecured notes in through mid-2020 and 50% PIK interest through mid-2021; -- Fitch expects minimal excess FCF is used for debt repayment; -- Fitch forecasts the company deploying excess cash towards bolt-on, strategic acquisitions and internal investment in the company; acquisitions considered were up to $100 million in magnitude and predominantly funded through the company's ABL facility, which was paid down and re-borrowed for each transaction; -- No dividends projected in its forecasts; -- Approximately 25% cash tax rate; -- Company refinances outstanding ABL borrowings when the facility matures. Recovery Assumptions: The recovery analysis assumes that SA would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. A 10% administrative claim is assumed in the recovery analysis. In Fitch's recovery analysis, potential default is assumed to come from a combination of one or more of the following scenarios: a materially negative hit to the company's reputation affects its ability to win new business; loss of customer(s) or contract cancellations cause several periods of significant cash outflows; or the company incurs significant cash costs resulting from failure to integrate one or more acquisitions. Fitch assumes SA will receive a going-concern recovery multiple of 6.5x EBITDA under this scenario. Fitch considers this multiple to be towards the upper middle range of recovery multiples assigned to companies in the Aerospace & Defense sector. Fitch's recovery assumptions are based on SA's industry-leading reputation, variable cost structure, solid and predictable backlog, diversified contract and certification portfolio, strong market position, and high industry barriers to entry. Fitch also considered the meaningful execution risk and potential for cost overruns, though unlikely. Fifty-nine percent of industrial and manufacturing defaulters had exit multiples in the range of 5.0x to 8.0x according to the "Industrial, Manufacturing, Aerospace and Defense Bankruptcy Enterprise Values and Creditor Recoveries" report published by Fitch in August of 2019. Within the report, Fitch observed that more than 90% of the bankruptcy cases analyzed were resolved as a going concern. Most of the defaulters observed in the Fitch report were smaller in scale, had less diversified product lines or customer bases and were operating with leveraged capital structures. Fitch assumes $420 million as the going concern EBITDA in the analysis. This represents an average of 2018 EBITDA and Fitch's forecast of 2019 EBITDA, which Fitch believes would be a reasonable going concern expectation upon emergence, as this would likely represent a loss of one or more major customer or contract from backlog, which are expected to grow significantly over the next several years. Fitch generally assumes a fully drawn first lien revolver in its recovery analyses since credit revolvers are tapped as companies are under distress. Fitch assumed the company's $300 million ABL revolver was fully drawn, which demonstrates the contraction of the borrowing base as a company becomes distressed. This differs from its previous analysis, which assumed 85% drawn, in line with other examples observed in bankruptcy studies, due to the company's significant outstanding balance and usage to finance bolt-on acquisitions. The 'BB' rating and Recovery Rating of 'RR1' on the first lien term loan, ABL revolver and senior secured revolver are based on Fitch's recovery analysis under a going concern scenario, which indicates strong recovery prospects for the term loan in the range of 91% to 100%. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Adjusted leverage below 5.0x for a sustained period; -- Sustained FCF margin greater than 2%; -- FFO fixed charge coverage ratio greater than 3.0x over a sustained period. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Material contract cancellations caused by weakened reputation; -- Sustained negative FCF; -- Adjusted leverage greater than 6.0x over a sustained period. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch believes that StandardAero's liquidity will fluctuate between $250 million and $400 million over the rating horizon, comprised of between $20 million to $55 million in cash, as well as a combination of availability under its ABL facility and revolving credit facility. Liquidity, along with internally generated cash, should be sufficient to cover near-term expenses such as working capital growth, debt amortization and capex. The company's capital structure includes a senior secured ABL facility, senior first lien revolver and senior first lien term loan B. The company also has $640 million of private unsecured notes with a PIK feature for the first two years, which provides some additional financial flexibility. ESG CONSIDERATIONS Otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. EXACTECH INC: S&P Affirms 'B-' ICR on Improved Liquidity Position ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Exactech Inc. and 'B-' issue-level ratings on its first-lien senior secured revolver and term loan. "Our affirmation reflects our view that the company will continue generating negative cash flow in 2020, but will achieve a break-even cash flow by 2021 and will have sufficient liquidity to support the cash burn for two years," S&P said. The affirmation reflects S&P's view that despite ongoing cash flow deficits, Exactech Inc.'s aggressive capital spending will fuel steady annual growth of about 10% and help it increase operating leverage. This will result in adjusted EBITDA margins sustained at about 17%-18% and leverage of less than 5.5x in 2020 and 2021, despite ongoing pricing pressures within the sector. While S&P expects Exactech to continue generating cash flow deficits through 2020, the rating agency thinks the company's aggressive growth strategy will eventually result in break-even cash flow by 2021 and positive cash flow in 2022. S&P also expects the company's revolver capacity and cash on hand to be enough to cover the cash burn for 2020 and 2021. In December 2019, Exactech improved its liquidity position by increasing the size of its first-lien term loan and using the proceeds to repay the outstanding $35 million revolver balance. The stable outlook reflects S&P's view that increased capital spending will fuel revenue and EBITDA growth, maintaining leverage below 5.5x in 2020-2021 and eliminating cash flow deficits by 2021. The rating agency also projects that the company will have sufficient liquidity sources to cover the projected cash flow deficits over the next 18 months. "We could lower the rating if we see margin pressure resulting in significant and sustained cash flow deficits without prospects for improvement, leading us to believe that the company cannot obtain additional funding and its capital structure is unsustainable. We could also lower the rating if its growth investments do not improve the business as much as expected such that the company needs to rely on outside financing to fuel its growth plan for an extended period of time," S&P said. "Although unlikely in the next 12 months, we could consider a higher rating if the company establishes a track record of generating sustained and significant free cash flow. This could result from a material EBITDA margin expansion, likely driven by an increase in scale and improved operating leverage. This scenario, however, is not in our base-case forecast," the rating agency said. FC BACKGROUND: $9.5-Mil. Sale to Fund Liquidating Plan ------------------------------------------------------ FC Background, LLC, doing business as FC Construction Services, has proposed a Chapter 11 Plan of Liquidation. Pursuant to Section 1128 of the Bankruptcy Code, the Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan on Jan. 29, 2020 at 9:30 a.m., Central Time, in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. Ballots are due 4:00 P.M., Central Time, on Jan. 24, 2020. Objections, if any, to confirmation of the Plan be filed and served on or before 4:00 p.m., Central Time, on Jan. 24, 2020, in the manner described under Section XV of this Disclosure Statement. The Debtor will liquidate through the Plan by using the proceeds obtained from the sale of its Assets to the purchaser, which the Bankruptcy Court has already approved. Pursuant to the Asset Purchase Agreement, the Debtor will sell substantially all of its Assets to the Purchaser for $9.5 million in cash, including, but not limited to, the following assets: i. all Inventory; ii. all Equipment; iii. certain executory contracts and leases; iv. the Transferred Permits; v. all Intellectual Property; vi. all Accounts Receivable; vii. all Pre-Paid Expenses; viii. all Documents and other books and records; ix. all goodwill, claims, causes of action, and other intangible property, other than the claims related to the litigation styled FC Background, LLC v. First Mercury Insurance Company and Eldorado Insurance Agency, Inc.; x. all cash and cash equivalents; xi. all telephone numbers and listings; and xii. all Avoidance Actions; The Plan provides for the following recoveries for creditors: * Class 1.A – Secured Claims: Gulf Coast Bank and Trust Claims Number of Claimants: 1 Amount of Claims: Estimated to be $3.7 million Estimated Payment: 100% This Sub-Class is Impaired and Entitled to Vote * Class 1.D - Secured Claims: Equipment Lease Claims Number of Claimants: Approximately 10 Amount of Claims: Estimated to be $800,000.00 Estimated Payment: 100% This Sub-Class is Impaired and Entitled to Vote * Class 2 – General Unsecured Claims Number of Claimants: Approximately 250 Amount of Claims: Approximately $6.2 million Estimated Payment: Pro Rata Shares of the Cash Consideration Following Full Payments to Unclassified Claims and Class 1 Claims. This Class is Impaired and Entitled to Vote * Class 4 – Old Equity Interests Number of Claimants: Approximately 3-10 Amount of Claims: Approximately $2.2 million Estimated Payment/Value: $0 This Class is Impaired and Deemed to Reject the Plan It is the Debtor's intention to consummate the previously approved sale to the Purchaser on the Effective Date of the Plan. Thus, on the Effective Date of the Plan, substantially all Assets of the Debtor will vest in the Purchaser as contemplated in the Sale Order, Asset Purchase Agreement and corresponding provisions of the Plan. The only assets remaining in the Estate following the consummation of the Sale to Purchaser will be the Cash Consideration of $9.5 million and the Reorganized Debtor’s Retained Assets. A full-text copy of the Disclosure Statement dated Jan. 3, 2020, is available at https://tinyurl.com/yjtbwrk3 from PacerMonitor.com at no charge. Counsel for the Debtor: Mark E. Andrews Aaron M. Kaufman Jane A. Gerber DYKEMA GOSSETT PLLC 1717 Main Street, Suite 4200 Dallas, Texas 75201 Tel: (214) 462-6400 Fax: (214) 462-6401 E-mail: mandrews@dykema.com akaufman@dykema.com jgerber@dykema.com About FC Background FC Background, LLC -- http://www.fc-cs.com/-- is a services provider conducting worker screening, badging, tracking, and access control programs on construction projects such as light rail, sports arenas, airports, hospitals, K-12 schools, colleges, universities, and miscellaneous industrial construction. The company is doing business as FC Construction Services. FC Background, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-32037) on June 19, 2019. In the petition signed by its chief executive officer, Ira D. Walker, the Debtor estimated assets of less than $50 million and debt of $50 million. Judge Stacey G. Jernigan is assigned to the case. Mark Edward Andrews, Esq., at Dykema Gossett PLLC, is the Debtor's counsel. The Debtor tapped ClearCap Strategic Advisors, LLC, as broker; Still Burton to prepare its 2018 tax return; and Clifford K. Nkeyasen, PLLC as special counsel. FC BACKGROUND: Jan. 29, 2020 Plan & Disclosures Hearing Set ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, convened a hearing to consider the motion of debtor FC Background, LLC, d/b/a/ FC Construction Services, for an order conditionally approving the Disclosure Statement filed in support of its Chapter 11 Plan. On Dec. 31, 2019, Judge Stacey G.C. Jernigan conditionally approved the Disclosure Statement and established the following dates and deadlines: * Jan. 24, 2020, at 4:00 p.m., is the last date and time by which ballots for accepting or rejecting the Plan must be received by the Voting Agent. * Jan. 29, 2020, 9:30 am, is the hearing on final approval of the Disclosure Statement and confirmation of the Plan. * Jan. 24, 2020, at 4:00 p.m., is the deadline to file objections to confirmation of the Plan or final approval of the Disclosure Statement. * Jan. 17, 2020, is the deadline for the Debtor to file the Plan Supplement and all exhibits and schedules to the Plan and/or appendices to the Disclosure Statement with the Court. A full-text copy of the Order is available at https://tinyurl.com/sxvvenf from PacerMonitor.com at no charge. The Debtor is represented by: Dykema Gossett PLLC 1717 Main Street, Suite 4200 Dallas, Texas 75201 Attn: Aaron M. Kaufman or Jane A. Gerber About FC Background FC Background, LLC -- http://www.fc-cs.com/-- is a services provider conducting worker screening, badging, tracking, and access control programs on construction projects such as light rail, sports arenas, airports, hospitals, K-12 schools, colleges, universities, and miscellaneous industrial construction. The company is doing business as FC Construction Services. FC Background, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-32037) on June 19, 2019. In the petition signed by its chief executive officer, Ira D. Walker, the Debtor was estimated to have assets of less than $50 million and debt of $50 million. Judge Stacey G. Jernigan is assigned to the case. Mark Edward Andrews, Esq., at Dykema Gossett PLLC, is the Debtor's counsel. The Debtor tapped ClearCap Strategic Advisors, LLC, as broker; Still Burton to prepare its 2018 tax return; and Clifford K. Nkeyasen, PLLC as special counsel. FLEXERA SOFTWARE: S&P Affirms 'B-' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Flexera Software LLC, and its 'B-' issue-level rating on the company's existing $25 million revolving credit facility and approximately $1.1 billion of first-lien term loan debt (pro forma for the $210 million first-lien add-on). Flexera plans to issue a $210 million add-on to its first-lien debt and use proceeds to repay its $150 million second-lien debt as well as use $60 million for an acquisition of a software compliance solutions provider. The rating on Flexera reflects S&P's view of the company's financial risk, with pro forma adjusted leverage in the 7x area. S&P expects the company to generate free cash flow of about $40 million in fiscal 2019, improving to greater than $50 million in fiscal 2020, and to use its free cash flow for additional tuck-in acquisitions. With the proposed transaction, Flexera should save about $1.5 million in interest expense annually. The stable outlook reflects S&P's expectation that Flexera will continue to deliver consistent operating performance over the next 12 months, with modest revenue and EBITDA growth, due to continued adoption of its ITAM, SLO, and data analysis products. The rating agency also expects that the company will generate free cash flow of greater than $50 million over the next 12 months. "We could lower the rating if the company fails in its merger and acquisitions strategy or if there are customer and revenue losses in core business segments, resulting in weakened liquidity and negative free cash flow such that we view the capital structure as unsustainable," S&P said. "We could raise the issuer credit rating to 'B' if Flexera continues to generate EBITDA growth, uses free cash flow for debt reduction, adjusted leverage falls to less than 7x, and free cash flow to debt stays above 5%," the rating agency said. FOX SUBACUTE: U.S. Trustee Appoints Barajas as PCO -------------------------------------------------- Andrew R. Vara, Acting United States Trustee, has appointed Margaret Barajas as the Patient Care Ombudsman for Fox Subacute At Mechanicsburg, LLC. Sec. 333 of the Bankruptcy Code provides that the Patient Care Ombudsman shall: (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) file the report with the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the debtor as per the Consent Order Authorizing the United States Trustee to Appoint a Patient Care Ombudsman pursuant to 11 U.S.C Sec. 333 of the Bankruptcy Code dated Oct. 31, 2007; (3) if such ombudsman determines that the quality of patient care provided to patients of the debtor is declining significantly or is otherwise being materially compromised, file with the court a motion or a written report, with notice to the parties in interest immediately upon making such determination; and (4) will maintain any information obtained by such ombudsman under Section 333 of the Bankruptcy Code that relates to patients as confidential information. A full-text copy of the Notice of the PCO Appointment is available at https://tinyurl.com/tfxk9en from PacerMonitor.com at no charge. About Fox Subacute Fox Subacute At Mechanicsburg, LLC is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease as well as in pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg, and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute At Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Cunningham, Chernicoff & Warshawsky, P.C., led by Robert E. Chernicoff, Esq., is the Debtors' legal counsel. Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. FRED'S INC: Ombudsman Appointment Ordered Amid IP Assets Sale ------------------------------------------------------------- Through the IP Sale Motion, Fred's Inc., et al., sought to sell certain of their intellectual property assets. The Debtors received at least one bid under the IP Sale Motion and are finalizing or have finalized an asset purchase agreement with a buyer for certain of the Debtors' intellectual property assets, including the Debtors' customer list(s). The Debtors believe that the appointment of a consumer privacy ombudsman in connection with the IP Sale Motion is necessary or otherwise appropriate under Section 332 of the Bankruptcy Code for Fred's Inc. The Debtors, the Committee, and the U.S. Trustee consent to entry of the order. Accordingly, the Court ordered that pursuant to Section 332 of the Bankruptcy Code, the Acting United States Trustee for the District of Delaware is directed to appoint a consumer privacy ombudsman in connection with the IP sale. About Fred's Inc. Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/ -- has been an integral part of the communities it serves throughout the southeastern United States. Fred's mission is to make it easy AND exciting to save money. Its unique discount value store format offers customers a full range of value-priced everyday items, along with terrific deals on closeout merchandise throughout the store. Fred's, Inc., and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in Delaware. In the petitions signed by Joseph M. Anto, CEO, the Debtors disclosed $474,774,000 in assets and $380,167,000 in liabilities as of May 4, 2019. The Hon. Christopher S. Sontchi oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel; Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy Solutions LLC as claims and noticing agent; and Berkeley Research Group, LLC, as financial advisor. GREENWOOD VETERINARY: Order Excusing Appointment of PCO Entered --------------------------------------------------------------- Greenwood Veterinary Associates, PLC LLC, filed a motion seeking an order that the appointment of a patient care ombudsman is unnecessary in the case. No timely responses were filed to the motion. The Bankruptcy Court has ordered that to the extent Debtor may be considered to operate a health care business within the meaning of 11 U.S.C. Sec. 101(27A), the appointment of a patient care ombudsman is excused. A full-text copy of the order is available at https://tinyurl.com/sms6qo8 from PacerMonitor.com at no charge. About Greenwood Veterinary Associates Greenwood Veterinary Associates filed a voluntary Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-55866) on Nov. 14, 2019, listing under $1 million in both assets and liabilities, and is represented by Jeffrey H. Bigelman, Esq. and Yuliy Osipov, Esq., at Osipov Bigelman, P.C. H. TRENT ELSON: Court Confirms Plan of Reorganization ----------------------------------------------------- On Dec. 17, 2019, the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, convened a hearing to consider approval of the Disclosure Statement and confirmation of the Plan of Reorganization of debtor H. Trent Elson Underground Sprinkler System, Inc. On Dece. 30, 2019, Judge Jerry A. Funk ordered that: * The Debtor's Disclosure Statement is approved. * The Debtor's Plan of Reorganization dated November 4, 2019, and amended in open court is confirmed. The Plan was amended as follows in open court: Internal Revenue Service Class 2 is amended to provide a 5% compounded daily interest rate, that the creditor retains any lien rights pursuant to 11 U.S.C. Sec. 1129(b)(2)(A)(i) despite confirmation of the plan and to include a default provision in the Plan stating that if default is not cured within 14 days of the Service mailing a letter of default to Debtor, the IRS shall have the right to resume collection action on the full unpaid tax liabilities (not just the unpaid plan balance) using any and all administrative collection provisions of the Internal Revenue Code, as set forth in 11 U.S.C. Sec. 1123(a)(5)(G) and 1123(d). Under the Plan, unsecured creditors will receive $1,000 per month for 60 months. A full-text copy of the Order Confirming the Plan dated Dec. 30, 2019, is available at https://tinyurl.com/ygmzfvof from PacerMonitor.com at no charge. About H. Trent Elson Underground Sprinkler System H. Trent Elson Underground Sprinkler System, Inc., is a Jacksonville-based irrigation company that has encountered serious Internal Revenue Service trouble over the past decade or more due to irregularities with a former bookkeeper and accountant. The issues with the IRS have resulted in lost business opportunities for Trent Sprinkler over the past decade and a substantial decline in income potential. H. Trent Elson Underground Sprinkler System filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-02510) on July 3, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP. HAWAII MOTORSPORTS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Hawaii Motorsports LLC dba Maui Motorcyle Co. fdba Lahaina Harley-Davidson Boutique & Rentals 150 Diary Rd. Kahului, HI 96732 Business Description: Hawaii Motorsports LLC is a motorcycle dealer in Kahului, Hawaii. Chapter 11 Petition Date: January 22, 2020 Court: United States Bankruptcy Court District of Montana Case No.: 20-10006 Judge: Hon. Benjamin P. Hursh Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN 2817 2nd Avenue N, St 300 Billings, MT 59101 Tel: 406-252-8500 Email: apatten@ppbglaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barry Usher, manager. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/yLnZyM HENLEY PROPERTIES: Expects Sale to Result to 100% Plan ------------------------------------------------------ Small business chapter 11 debtor Henley Properties, LLC, filed a Combined Liquidating Plan and Disclosure Statement. This Plan proposes to pay creditors of the Debtor from the sale of assets. The Debtor is in the process of obtaining contracts for sale of individual parcels of real estate. Although no purchase price has been established, Debtor anticipates that the sale will yield proceeds sufficient to pay the balance owed both classes of secured creditors in full. Unsecured creditors, if any, holding allowed claims will receive distributions, which the proponent of the Plan will pay in full. The Plan specifically provides: * Class 2 - Secured Claim of Simmons Bank. IMPAIRED. Simmons Bank is owed a total of $585,958.30. Simmons will be paid in full from the sale of the properties on or before June 30, 2020. The Debtor will continue to pay Simmons bank the monthly interest only payment of $1,865.00 until the sale of the properties is complete. * Class 5A – General Unsecured Creditors Internal Revenue Service. IMPAIRED. The Internal Revenue Service is owed a general unsecured claim in the amount of $1,804.73. The IRS unsecured claim will be paid in full in monthly payments over 55 months. * Class 5B - Missouri Department of Revenue. IMPAIRED. The Missouri Department of Revenue is owed a general unsecured claim of $1,231.66. The Missouri Department of Revenue unsecured claim will be paid in monthly payments over 55 months. * Class 6 – Equity Security Holders of the Debtor. IMPAIRED. The equity security holders will receive their interest in the Debtor free and clear of claims at such time as all secured priority and unsecured creditors are fully paid. Payments and distributions under the Plan will be funded by sale proceeds from the purchaser or purchasers of the properties. A full-text copy of the Combined Liquidating Plan and Disclosure Statement dated January 3, 2020, is available at https://tinyurl.com/y9mqbw5o from PacerMonitor.com at no charge. Attorneys for the Debtor: Mariann Morgan CHECKETT & PAULY, P.C. 517 South Main Street Carthage, Missouri 64836 Tel: (417) 358-4049 About Henley Properties Henley Properties, LLC, owns and operates weddings and events venue. Henley Properties sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 19-30422) on Aug. 6, 2019. In the petition signed by Floyd W. Henley and Rebecca L. Henley, members, the Debtor disclosed total assets at $2,973,329 and $1,192,562 in debt. The case is assigned to Judge Brian T. Fenimore. The Debtor tapped Mariann Morgan, Esq., at Checkett & Pauly as counsel. HOLLY ENERGY: Moody's Rates New $500MM Unsec. Notes 'B1' -------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Holly Energy Partners, L.P.'s proposed $500 million notes due 2028. The notes proceeds are expected to be used to refinance its $500 million senior notes due 2024, and therefore, the transaction will be debt neutral. HEP's other ratings and stable outlook remain unchanged. "HEP's bond offering will extend its maturity profile with no impact on leverage, and is a credit positive transaction," said Arvinder Saluja, Moody's Vice President - Senior Analyst. Assignments: Issuer: Holly Energy Partners, L.P. Senior Unsecured Notes, Assigned B1 (LGD5) RATINGS RATIONALE HEP's B1 rating on the proposed senior unsecured notes reflects their subordination to its $1.4 billion senior secured credit facility which is likely to remain highly utilized, more than it has been historically. Because of the size of the priority claim and junior position of the senior unsecured notes in the capital structure relative to the senior secured credit facility, Moody's rates the notes two notches below the Ba2 Corporate Family Rating (CFR). HEP's Ba2 CFR reflects its stable cash flow from pipeline, terminal, and tankage assets supported in large part by long-term favorable take-or-pay contracts with HollyFrontier Corp. (HFC, Baa3 stable) that have limited commodity risk. HFC owns HEP's general partner interest and is its refining parent. HEP has low growth capital spending requirements and modest financial leverage that Moody's expects to remain about 4x through 2020. HEP's beneficial relationship with HFC has provided favorable growth opportunities. The buy-in of HFC's incentive distribution rights simplified HEP's corporate structure and has the potential to reduce its cost of capital. The rating is restrained by HEP's relatively modest scale of operations and its modest geographic diversification. HEP's rating also considers the growth and distribution requirements inherent in the MLP business model, and some execution risk in its growth capital projects that will bring additional cash flow and improve diversification. The ratings could be upgraded if HEP's size and scale continue to increase such that EBITDA approaches $500 million, while maintaining Debt/EBITDA around 4x and distribution coverage above 1x. The ratings could be downgraded if Debt/EBITDA is above 5x; HEP's business profile becomes materially riskier through acquisitions or growth capital projects; if contract coverage of revenue declines; or if the distribution coverage falls below 1x. A rating downgrade of HFC could also result in a downgrade of HEP. Headquartered in Dallas, Texas, Holly Energy Partners, L.P. is a master limited partnership that was formed to acquire, own, and operate substantially all of the crude oil and refined product pipelines, terminals, and tankage assets of HollyFrontier Corp. HFC owns 57% of HEP though its limited partner (LP) interest and non-economic general partner (GP) interest. HOOVER & ASSOCIATES: Has Until June 1 to File Plan & Disclosures ---------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania ordered debtor Hoover & Associates, Inc., to file a Plan of Reorganization/Liquidation and Disclosure Statement (or solely a Plan if it meets the statutory requirements of 11 U.S.C. Sec. 1125(f)) by June 1, 2020. A full-text copy of the Order dated Dec. 31, 2019, is available at https://tinyurl.com/ygpt4vu6 from PacerMonitor.com at no charge. About Hoover & Associates Hoover & Associates, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-24661) on Dec. 2, 2019, estimating less than $50,000 in assets and less than $100,000 in liabilities. The Debtor's counsel is Shawn N. Wright, Esq., in Pittsburgh, Pennsylvania. INTERRA INNOVATION: Permitted to Use Cash Collateral on Final Basis ------------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized InTerra Innovation, Inc. to use cash collateral to pay the expenses as set forth on the Budget, subject to the terms and conditions of the Final Order. As adequate protection for any diminution in the value of the collateral in which Bank of America, N.A. and Banc of America Leasing & Capital, LLC, for itself as a lender and as agent of Navitas Credit Corp., held valid, perfected, enforceable security interests as of the Petition Date: (a) The Lenders are granted a post-petition adequate protection lien to the extent of any actual diminution in the value of the Lenders' Collateral in which such Lenders held valid, perfected, enforceable security interests as of the Petition Date, in all of the Debtor's prepetition and post-petition assets, including, but not limited to, accounts, inventory, equipment, general intangibles, goods, motor vehicles, motor vehicle accessions, real estate, and leasehold interests as well as all products and proceeds thereof. (b) If and to the extent the Adequate Protection Lien is determined by the Bankruptcy Court to have been inadequate protection to any Lender entitled to such adequate protection, then such affected Lenders will have a claim under section 503(b) and, pursuant to section 507(b) of the Bankruptcy Code to the extent of such a shortfall in adequate protection with priority over all other claims entitled to priority under section 507(a)(2), with the sole exception of quarterly fees due to the U.S. Trustee. (c) The Debtor will maintain all necessary insurance, including, without limitation, fire, hazard, comprehensive, public liability, and workmen's compensation, and obtain such additional insurance in an amount as is appropriate for the business in which the Debtor is engaged, naming the Lenders as loss payee and additional insured with respect thereto. (d) The Lenders will have the right to inspect their collateral, as well as the Debtor's books and records during normal business hours. (e) The Debtor will maintain the Lenders' collateral in good condition and will not permit waste to occur with respect to the Lenders' collateral. (f) The Debtor will pay any and all taxes, municipal charges, or other amounts accruing upon or with respect to the Lenders' collateral from and after the Petition Date if such amounts, if unpaid, would have priority over the Lenders' security interest in the Lenders' collateral under applicable law. (g) The Debtor will make monthly adequate protection payments to Bank of America on behalf of the Lenders in the amount of $25,000 on the 15th of each month. About InTerra Innovation InTerra Innovation, Inc. -- http://www.interra-innovation.com/-- is a specialty construction materials company focused on providing innovative solutions for the design, manufacture, delivery and installation of products for the construction industry throughout the United States. It offers mobile mixing, specialty grouting, thermal grouting, lightweight cellular concrete, and concrete and specialty pumping. InTerra sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13469) on Oct. 11, 2019. In the petition signed by Frederick P. Hooper, president, the Debtor was estimated to have assets ranging between $1 million to $10 million and debts of the same range. The Hon. Frank J. Bailey is the case judge. InTerra tapped Ruberto, Israel & Weiner, P.C., serves as the Debtor's counsel. J & C CORP: Plan & Disclosures Hearing Reset to March 11, 2020 -------------------------------------------------------------- On Dec. 26, 2019, Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico granted the urgent motion of Debtor J & C Corporation Inc. to extend time to confirm the small business plan and to reschedule the hearing. The hearing on final approval of the disclosure statement and confirmation of the plan scheduled for Jan. 8, 2019, isrescheduled, for cause, for March 11, 2020, at 9:00 a.m., at the United States Court, Jose V. Toledo Federal Building and US Courthouse, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. The term to confirm the plan is extended, for cause, until May 19, 2020. About J & C Corporation J & C Corporation Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-04176) on July 24, 2019. At the time of the filing, the Debtor had estimated assets of between $500,001 and $1 million and liabilities of between $100,001 and $500,000. The case is assigned to Judge Mildred Caban Flores. The Debtor tapped Modesto Bigas Mendez, Esq., as its legal counsel. J.L. SMITH: Has Plan to Repay All Non-Insider Claims ---------------------------------------------------- JL Smith Academy Austin, LLC, filed a Chapter 11 plan. The Debtor's main source of income has always been the tuition paid to the School and this will continue to be the case. The distribution to General Unsecured Creditors in a hypothetical Chapter 7 liquidation of the Debtor's property is estimated at 17.4%, as almost all of the estimated liquidation proceeds are needed to pay Secured, Administrative and other Priority Claims. Total available to unsecured creditors in a Chapter 7 liquidation is $16,973.11 and unsecured claims total $97,551.19, not including insider claims or claims that may arise for prepaid tuition). The Plan proposes to repay all non-insider claims 100%, with the exception of Middleton Construction's unsecured claim of $25,000 which Middleton Construction has agreed to waive as part of the Chapter 11 Plan. The Plan specifically treats unsecured claims as follows: * Class 5 - Allowed Unsecured Claims of Middleton Construction, LLC. IMPAIRED. Middleton Construction, LLC has agreed to waive payment of the Allowed Amount of its Unsecured Claim during the term of the Plan. * Class 6 Claim – Allowed General Unsecured Claims against the Debtor. The Debtor is not aware that there are any other Unsecured Claims against it. If there are, then they shall be paid in equal monthly installments pro rata beginning on the Effective Date. If the total Allowed Amount of all Other Unsecured Claims is $5,000 or less, Class 6 is not Impaired. If the total Allowed Amount of all Other Unsecured Claims is $5,000.01 or more, Class 6 is Impaired. * Class 7 - Allowed Unsecured Claims of KMA and LMP. IMPAIRED. KMA and LMP have agreed to waive payment of the Allowed Amounts of their Unsecured Claim during the term of the Plan. Holders of Class 8 - Allowed Interest of KMP and LMP in the Debtor will retain their Equity Interest in the Debtor, but shall not receive any distributions on account of such interest during the term of the Plan. The Reorganized Debtor will continue to operate the School. The income from the School will be used to fund the operating expenses of the School and the net income will be used to pay the amounts necessary to fund the Plan payments. Any shortfall in net income needed to fully fund the Plan will be funded by the principals of the Debtor. A full-text copy of the Amended Disclosure Statement dated January 3, 2020, is available at https://tinyurl.com/yg9s3777 from PacerMonitor.com at no charge. Attorneys for the Debtor: Frank B. Lyon TWO FAR WEST PLAZA, Suite 170 3508 Far West Boulevard Austin, Texas 78731 Tel: 512-345-8964 Fax: 512-697-0047 E-mail: frank@franklyon.com About JL Smith Academy J.L. Smith Academy Austin, LLC, operates a private school and daycare facility at 11530 Manchaca Road, Austin, TX 78748. The School opened in August 2012 at the same location where it exists today. J.L. Smith Academy Austin, LLC, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-10681) on May 23, 2019. In the petition signed by Andrew Karr, president, KMA Brokerage & Dev., Inc. manager, the Debtor was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Frank B. Lyon, Esq., at Frank B. Lyon -Attorney At Law, is the Debtor's counsel. JANE STREET: Moody's Assigns 'Ba2' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a Ba2 Corporate Family Rating to Jane Street Group, LLC and affirmed its Ba3 senior secured first lien term loan. The rating outlook remains stable. Affirmations: Issuer: Jane Street Group, LLC Senior Secured 1st Lien Term Loan, Affirmed Ba3 Assignment: Issuer: Jane Street Group, LLC Corporate Family Rating, Assigned Ba2 Outlook Actions: Issuer: Jane Street Group, LLC Outlook, Remains Stable RATINGS RATIONALE Moody's said the Ba2 CFR reflects Jane Street's highly profitable credit profile and its strong level of retained capital. Moody's said that Jane Street's partnership-like culture and key executives' high level of involvement in control and management oversight provides an effective risk management framework. Jane Street has an inherently high level of operational and market risk in its relatively narrow market making activities, that in the event of a risk management failure could result in severe losses and a deterioration in liquidity and funding. Jane Street is also reliant on prime brokerage relationships to ensure the appropriate functioning of some of its business activities, said Moody's. Moody's said Jane Street's Ba3 senior secured loan was issued by Jane Street's holding company, and accordingly this rating is a notch below Jane Street's Ba2 CFR because obligations at the holding company are structurally inferior to Jane Street's operating companies, where the preponderance of the group's debt and debt-like obligations reside. The stable outlook is based on Moody's assessment that Jane Street's credit profile will continue to benefit from the firm's strong profitability. Moody's also expects that Jane Street's leaders will continue to place a high emphasis on maintaining an effective risk management and controls framework. Moody's does not have any particular governance concerns for Jane Street, and does not apply any corporate behavior adjustment in its standalone assessment of Jane Street's creditworthiness. FACTORS THAT COULD LEAD TO AN UPGRADE -- Improved quality and diversity of profitability and cash flows from development of lower-risk business activities -- Reduced reliance on key prime brokerage relationships FACTORS THAT COULD LEAD TO A DOWNGRADE -- Increased risk appetite or failure to effectively evolve the risk management and controls environment to meet the challenges posed by rapid growth -- Adverse changes in corporate culture or management quality -- Reduced profitability from changes in market or regulatory environment -- Significant reduction in retained capital KAUMANA DRIVE: Hilo Facilities Adequate, Says PCO 1st Report ------------------------------------------------------------ Jacqueline Gardner, as the Patient Care Ombudsman for Kaumana Drive Partners LLC, commonly referred to as the Legacy Hilo Rehabilitation and Nursing Center, has submitted her initial report. During the initial period, the Ombudsman was able to review the current Organizational Chart, and had prior knowledge of the Hawaii State Department Health for both State Licensure and Medicare/Medicaid Certification and the survey of the Facility completed February 8, 2019. The PCO's observations: 1. On Oct. 24, 2019, the PCO conducted a random visits in the facility on 5 other occasions with both patients, family members, physicians, and staff. The Debtor is the owner of a 100-bed skilled nursing facility with 120 employees in Hilo, Hawaii. The Facility was completed in 2015 and, as a result shows little wear and the 48,597 square foot of interior space is in good to excellent repair compared to other facilities. The design of the Facility is well-suited for the myriad of services provided to its patients and also has training rooms for staff that were in use during my visits. The Debtor provides specialized services to its patients through licensed professionals, including room and board, nursing care provided by registered professional nurses, physical therapy, occupational therapy, speech therapy, social services, medications, supplies, equipment, and other services necessary to the health of the patient. 2. On Oct. 28, the PCO returned for another random visit at 2:00 pm to 3:10 p.m. and spoke with prospective purchasers from Ohana Pacific, the Administrator Tammy Silva, and the head of housekeeping. Housekeeping reported that paper towels were running low, but the Facility stock of paper towels had not yet run out. 3. On Nov. 7, 2019, the PCO visit the Facility from 1:00 p.m. to 2:00 p.m. and spoke with housekeeping, the patient activity staff, 2 nurses as well as 3 patients and two 2 families. No concerns or problems were reported in any area of care and all supplies were reported as adequate; particularly the paper towels and dry wipes for patient care have arrived. 4. On Nov. 20, 2019, the PCO participated in a tour of the Facility with the U.S. Trustee's office, Debtor’s counsel, Ohana Pacific counsel, and Ombudsman's counsel that was conducted by Administrator Silva. 5. On Dec. 3, 2019, the PCO unannounced visit from 1:00 p.m. to 2:00 p.m., and spoke with the Nursing Supervisor, the Locum Tenens Physician, the Maintenance Supervisor, one of the kitchen workers, and the head of housekeeping. Therefore, PCO concludes that the facility is adequate for the needs of the patients and has adequate staff and programs to meet patient needs. It has demonstrated a willingness to address the issues that arose and implemented prompt corrective action. Both employees and management have worked towards maintaining a very organized Facility and are proud of their achievements. The Ombudsman conducted timely, random on-site visits to monitor the status of the facility and can state that there are no issues of importance to report regarding patient care at the facility. Counsel for Jacqueline Gardner, the PCO: Barbara L. Franklin 45-3438 Mamane Street, Bldg. #2 Honoka'a, Hawaii 96727 Tel: (808) 775-0530 Fax: (808) 775-1040 E-mail: Barbara@Island-law.com A full-text copy of the PCO's Initial Report is available at https://tinyurl.com/qlqkpow from PacerMonitor.com at no charge. About Kaumana Drive Partners Kaumana Drive Partners, LLC, owner of a skilled nursing care facility in Hilo, Hawaii, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 19-01266) on Oct. 6, 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 is assigned to Judge Robert J. Faris. The Debtor tapped Choi & Ito, Attorneys at Law as its legal counsel. KRISU HOSPITALITY: Bhakta Says Assets Hidden, Wants Trustee ----------------------------------------------------------- Mukesh Bhakta is asking the Bankruptcy Court to order a trustee to take over management of Krisu Hospitality, LLC. Krisu Hospitality owns the La Quinta hotel, located in Pampa, Gray County, Texas. The timing of the Chapter 11 case was driven by a posted foreclosure sale for Nov. 5, 2019 against the single asset of the DIP. The Debtor was the owner and holder of a judgment against Mukesh Bhakta in the face amount of $3,195,882.17, bearing interest at 5% per annum from August 31, 2017. The judgment, with post judgment interest was $3,562,210.13 as of Dec. 16, 2019. Subsequent to the filing of the petition for relief, the Amarillo Court of Appeals reversed and remanded the judgment. The $3.5 million judgment against Mukesh Bhakta were not disclosed in the Debtor's statement of financial affairs. But, prior to removal to the Bankruptcy Court as Adversary, Krisu Hospitality, LLC a was plaintiff in a fraudulent transfer claim. The DIP received an initial payment in the amount of $50,000 payment from Combine Lodging, LLC and Sunil Chaudhari under the settlement agreement, payable into the trust account of Briana Cooper, attorney for the Debtor in the state court cases. The trust account of Briana Cooper, which held funds in which the Debtor had a claim was not disclosed in the SOFA. If those funds are still in the trust account of Briana Cooper, that was not disclosed in either the Schedules or Statement of Financial Affairs. The settlement agreement with Combine Lodging, LLC and Sunil Chaudhari also included a $245,000 promissory note, secured by a third lien deed of trust. The Debtor also settled with KenedyExtended Stay, LLC for $10,000.00. The settlement funds were wired into the trust account of Briana Cooper, attorney for the DIP in the state court cases. Notwithstanding the Debtor having the opportunity to fully disclose all assets and liabilities, the Debtor has not fully disclosed all his assets and liabilities. While the judgment was on appeal, the Debtor collected $100,000 from Mukesh Bhakta, who did not successfully file supersedeas bond against the judgment, the Debtor will owe back that sum, immediately, to Mukesh Bhakta. Based on the Schedules and Statement of Financial Affairs, the Debtor has no way to refund that money to Mukesh Bhakta and will be in postpetition default on an unsecured claim. Bhakta claims that being a bad faith filing, the Court should appoint a Chapter 11 trustee for Krisu Hospitality. Attorneys for Manjula Bhakta: Frederic M. Wolfram THE WOLFRAM LAW FIRM, P.C. FirstBank Southwest Tower 600 S. Tyler St., Suite 1406 Amarillo, Texas 79101-2353 Tel: 806-372-3449 Fax: 806-372-3324 E-mail: eric@wolframlaw.com A full-text copy of Chapter 11 Trustee Appointment is available at https://tinyurl.com/slz235y from PacerMonitor.com at no charge. About Krisu Hospitality Krisu Hospitality, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Krisu Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-20347) on Nov. 4, 2019, disclosing assets of less than $50 million and debt under $10 million. Judge Robert L. Jones is assigned to the case. SWINDELL LAW FIRM is the Debtor's counsel. LAMAR MEDIA: Moody's Affirms 'Ba2' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a Baa3 rating to Lamar Media Corporation's proposed senior secured credit facility (consisting of a $750 million revolver and $600 million term loan B). The Ba2 rating on the existing senior unsecured notes, and Ba3 rating on the senior subordinated notes were affirmed. Parent company, Lamar Advertising Company's Ba2 corporate family rating was also affirmed and the outlook remains stable. The new revolver due 2025 will be increased to $750 million from $550 million and is expected to have approximately $140 million drawn pro forma for the transaction. The new $600 million term loan B due 2027 refinances the existing term loan B and the existing term loan A is anticipated to be refinanced with additional unsecured debt in the near term. Pro forma leverage is expected to remain at 4.1x as of Q3 2019 (excluding Moody's standard adjustments for lease expenses). The transaction extends the maturity date of its secured credit facility, lowers interest expense and reduces the amount of required amortization payment following the repayment of the term loan A and the lack of required amortization payment on the new term loan B. The ratings on the existing senior secured debt (including the revolver, term loan A and B) will be withdrawn after repayment. Assignments: Issuer: Lamar Media Corporation $750 million senior secured revolving credit facility due 2025, Assigned Baa3 (LGD2) $600 million senior secured term loan B due 2027, Assigned Baa3 (LGD2) Affirmations: Issuer: Lamar Media Corporation senior unsecured notes, Affirmed Ba2 (LGD4) senior subordinated notes, Affirmed Ba3 (LGD5) Issuer: Lamar Advertising Company Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Unchanged: Issuer: Lamar Advertising Company Speculative Grade Liquidity Rating, SGL-2 Outlook Actions: Issuer: Lamar Advertising Company Outlook, Remains Stable Issuer: Lamar Media Corporation Outlook, Remains Stable RATINGS RATIONALE Lamar's Ba2 CFR reflects its market presence as one of the largest outdoor advertising companies in the US, the high-margin business model, and strong free cash flow generation prior to dividend payments. The ability to convert traditional static billboards to digital provides growth opportunities as well as the potential for higher EBITDA margins. As a pure play outdoor advertising company, Lamar provides mainly local advertising and derives revenues from a diversified customer base, with no single advertiser accounting for more than 2% of the company's billboard advertising revenue. Compared to other traditional media outlets, the outdoor advertising industry is not likely to suffer from disintermediation and benefits from restrictions on the supply of billboards which help support advertising rates and high asset valuations. Pro forma leverage is 4.1x (excluding Moody's lease adjustments) which leaves little room at the existing ratings for additional leveraging transactions or weakness in operating results. While Lamar operates as a REIT and is expected to distribute to shareholders the vast majority of its cash flow, Moody's projects Lamar will pursue a relatively moderate financial policy and seek to maintain leverage levels in the existing range. The company has a long history of acquisitions and Moody's expects Lamar will continue to make acquisitions going forward that could be funded with additional debt or equity. As Lamar converts static boards to digital, the company will be more sensitive to changes in advertising demand given the shorter term contract period compared to static boards. Moody's expects more volatility in earnings during periods of economic weakness than what was experienced historically when its assets were more likely to be subject to longer term contracts. The speculative grade liquidity rating of SGL-2 reflects Moody's expectation that Lamar will maintain a good liquidity position over the next year. The pro forma cash balance is expected to be approximately $20 million and the company will have access to the upsized $750 million revolver due in 2025 which is projected to have approximately $140 million drawn at closing. Lamar also has a $175 million A/R securitization facility that was used to help fund an acquisition in 2018. Moody's projects that the company will spend about $128 million in capex in 2019, up modestly from the $118 million spent in 2018, and payout approximately $385 million in dividends in 2019. Free cash flow as a percentage of debt was 3% LTM as of Q3 2019. Moody's projects limited debt repayment going forward as there is no required amortization payment on the term loan B and operating cash flow is expected to be used for dividends, capex, or additional acquisitions. Lamar has an At-the-Market (ATM) offering program which sold $21 million in equity YTD as of Q3 2019. The ATM program could be used to boost liquidity or help finance acquisitions. Assets sales of outdoor billboards that typically trade at very high valuations could also be a source of liquidity if needed. The required secured debt covenant ratio is expected to be 4.5x applicable to the revolving credit facility only. The term loan B will be covenant lite. Moody's projects that Lamar will maintain a significant cushion of compliance. Lamar also has the ability to issue unlimited incremental term loan or revolver debt subject to compliance with the 4.5x secured debt covenant. The $535 million senior subordinated note due 2023 became callable in May 2018. The rating outlook is stable due to its expectation of organic revenue and EBITDA growth in the low to mid single digit percentage range over the next 12 months. Moody's also anticipates that the company's operating cash flow will be directed to dividends, capex, or additional acquisitions. While leverage is expected to decline modestly from current levels, it has the potential to be negatively impacted by additional debt funded acquisitions. The required distribution of 90% of taxable income from a REIT qualified subsidiary and elevated leverage levels for the rating limit upward rating pressure. However, an upgrade could occur if leverage was maintained below 2.5x on a sustained basis (excluding Moody's standard lease adjustments) with confidence that the board of directors intended to maintain leverage below this level. Also required would be a balanced financial policy between debt and equity holders, free cash flow after distributions of 10% of debt, and a good liquidity position. A ratings downgrade would occur if leverage was sustained above 4x (excluding Moody's standard lease adjustment) over the next year due to a debt financed acquisition or a material decline in advertising spend. Failure to maintain an adequate liquidity position or elevated risk of a covenant violation could also lead to negative rating pressure. A refinancing of the existing $535 million senior subordinated notes due 2023 (callable as of May 2018) with additional secured or senior unsecured debt could also result in a downgrade of the existing senior secured or senior unsecured debt ratings. The secured debt facility was rated Baa3, one level below the Baa2 rating indicated by Moody's Loss Given Default Methodology (LGD). The model was overridden to reflect the ratings sensitivity to the amount drawn on the upsized revolver and the high leverage level for the existing Ba2 CFR. The senior subordinated note was rated Ba3 which is one notch higher than the B1 rating indicated by the LGD Methodology due to the significant asset value and above average expected recovery rate in the event of default. Lamar Advertising Company (Lamar), with its headquarters in Baton Rouge, Louisiana, is one of the leading owner and operators of advertising structures in the U.S. and Canada. Lamar is publicly traded, but the Reilly family has voting control of the company. Lamar generated revenues of approximately $1.7 billion in the LTM period ending Q3 2019. LAZER CONSTRUCTION: Unsec. Creditors to Get 100% in Payment Plan ---------------------------------------------------------------- Lazer Construction Company, Inc., filed a Second Amended Disclosure Statement under 11 U.S.C. Sec. 1125 in support of its Plan of Reorganization. Lazer Construction intends to auction its equity interests with an opening offer to be made by its majority shareholder, Ousley Lacy. All prepetition 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. Based on the Claims Register and Debtor's Schedules, the Debtor has approximately $3,257,302.12 in general unsecured claims. The Plan pays claims as follows: * Class 2 – Bank of the West – Impaired. As of the filing of the Plan, the debt owed to Bank of the West was $17,478.36 in arrears. The Class 2 claim arrearage shall be paid in 60 minimum monthly installments of $291.31 until paid in full. * Class 3 – Daimler Truck Financial – Impaired. As of the filing of the Plan, the debt owed to Daimler Truck Financial was $5,884.50 in arrears. The Class 3 claim arrearage shall be paid in 60 minimum monthly installments of $98.08.00 until paid in full. * Class 4 – DeLage Landen Financial Services - Impaired. As of the filing of the Plan, the debt owed to DeLage Landen Financial Services was $30,510.48 in arrears. The Class 4 claim arrearage shall be paid in 60 minimum monthly installments of $429.42 until paid in full. * Class 6 – Ford Motor Credit - Impaired. As of the filing of the Plan, the debt owed to Ford Motor Credit was $3,569.79 in arrears. The Class 6 claim arrearage shall be paid in 9 monthly minimum installments of $396.64 until paid in full. * Class 7 – Iberia Bank - Impaired. As of the filing of the Plan, the debt owed to Iberia Bank is $956,055.24. Class 7 claim shall be paid through LeShun Development’s refinancing of its building. LeShun Development’s sole source of income is the rent owed by the Debtor of $3,500.00 monthly. As consideration for entering into a three month forbearance agreement with Iberia Bank to provide sufficient time to close on the refinancing, the Debtor will pay $4,000.00 monthly to Iberia Bank. * Class 8 – Komatsu Financial – Impaired. As of the filing of this Chapter 11 Case, the unaccelerated past due monthly payments owed to Komatsu Financial totaled $47,551.05 (the “Class 8 Pre-Petition Arrearage Claim”). The Class 8 Pre-Petition Arrearage Claim shall be paid in 60 consecutive monthly installments of $792.52 each until paid in full. Any arrearage shall bear interest at the Plan Rate of 6.0%. * Class 9 – Kubota Finance – Impaired. As of the filing of the Plan, the debt owed to Kubota Finance was $13,506.00 in arrears. The Class 9 claim arrearage shall be paid in 60 monthly minimum installments of $225.10 until paid in full. * Class 10 – Navitas Credit Corp – Impaired. As of the filing of the Plan, the debt owed to Navitas Credit Corp was $2,079.00 in arrears. The Class 10 claim arrearage shall be paid in 8 monthly installments of $259.87 until paid in full. * Class 11 – PNC Equipment Finance – Impaired. As of the filing of the Plan, the debt owed to PNC Equipment Finance was $3,764.12 in arrears. The Class 11 claim arrearage shall be paid in 24 minimum monthly installments of $156.84 until paid in full. * Class 13 – Wells Fargo Bank, NA – Impaired. As of the filing of the Plan, the line of credit debt owed to Wells Fargo Bank, NA is approximately $727,781.93 in arrears. The Class 13 claim shall be paid in monthly installments of $10,000.00 until paid in full commencing on the first payment date under the underlying note following the Effective Date. * Class 14 – Wells Fargo Vendor Financial Services, LLC– Impaired. As of the filing of the Plan, equipment financing obligations is approximately $7,373.30 in arrears. The Class 14 arrearage claim shall be paid in 24 monthly installments of $307.22 until paid in full commencing on the first day of the month following the Effective Date of the Plan. * Class 15 – Wells Fargo Financial Leasing, Inc. – Impaired. As of the filing of the Plan, the lease obligation is approximately $8,868.54 in arrears. The Class 15 arrearage claim shall be paid in 24 monthly installments of $369.52 commencing on the first day of the month following the Effective Date of the Plan until paid in full. * Class 17 – Unsecured Creditors – Impaired. The Debtor intends to pay all of its estimated $3,257,302.12 unsecured claims 100.0% of the Allowed Claim as of the Effective Date. 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. Class 18 – Equity – Impaired. Class 18 consists of the ownership interest in the Debtor. These parties shall receive nothing under the Plan unless and until all other classes are paid in full. 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 commence payments on the first day of the quarter following the Effective Date To the extent the Debtor's net profits exceed its current projections, the minimum payments in any given year may be supplemented by additional payments until all Allowed Claims are paid in full. The current equity owners' interest will be terminated and the Reorganized Debtor will be able to continue business operations while providing a payment to unsecured creditors and addressing all secured obligations and past due taxes. A full-text copy of the Second Amended Disclosure Statement dated Jan. 3, 2020, is available at https://tinyurl.com/yfcrnxjd from PacerMonitor.com at no charge. Counsel for the Debtor: Kimberly A. Bartley WALDRON & SCHNEIDER, PLLC 15150 Middlebrook Drive Houston, Texas 77058 Tel: 281-488-4438 Fax: 281-488-4597 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. LIONS GATE: S&P Downgrades ICR to 'B' on Lower Growth Expectations ------------------------------------------------------------------ S&P Global Ratings' lowered the issuer credit rating on Lions Gate Entertainment Corp. to 'B' from 'B+', and removed it from CreditWatch negative, where the rating agency placed it on Oct. 22, 2019. It also lowered issue-level ratings on Lions Gate's secured debt to 'B+' from 'BB-' and the company's unsecured notes to 'CCC+' from 'B-'. The downgrade reflects S&P's expectation for elevated leverage over the next two years as a result of challenging secular pressures in the TV and film production industry coupled with more operating volatility from Starz's new carriage agreement with Comcast Corp. Specifically, S&P expects profitability to be pressured by higher marketing and content spending, ongoing expansion costs for Starz, and the possibility that revenue and earnings could become unstable as the company continues to shift its Starz distribution to an a la carte model domestically. S&P's stable outlook reflects its expectation that Lions Gate will grow revenue in the mid-single-digit percentage area in fiscal 2020 and remain flat in 2021 due to the timing of its motion picture and television content production slate coupled with lowered expectations for growth in Starz. The rating agency believes leverage will remain elevated over the next two years as a result of continued content production and marketing expenses that will pressure EBITDA margin expansion. It expects leverage to decline to the high-6x area in fiscal 2021 from the 8x area in fiscal 2020, with FOCF to debt being maintained near 10% area over the next two years. "We could lower the issuer credit rating if the company faces additional operating challenges such as organic revenue declines due to increased competition in the film and TV industry, declining subscribers, or unfavorable pricing dynamics with its business partners such that it cannot manage its cost structure and its EBITDA generation and cash flow suffer. In this scenario, we could expect FOCF to debt to fall below 5% and leverage to remain above 7.5x," S&P said. "We could raise the rating if the company grows organic revenue at a high-single-digit percentage rate while expanding EBITDA margins and cash flow through superior cost management and operational efficiencies. Under this scenario, we would expect leverage to remain below 5.5x and FOCF to debt to remain in mid-teens percentage area as a result of organic revenue growth, better-than-expected cost management, and voluntary debt prepayments," the rating agency said. LIZAMA CARRIERS: Case Summary & 17 Unsecured Creditors ------------------------------------------------------ Debtor: Lizama Carriers, LLC 1634 E. Irving Blvd., Suite A Irving, TX 75060 Business Description: Lizama Carriers, LLC -- https://www.lizamacarriers.com -- is a privately held company in the general freight trucking industry. Chapter 11 Petition Date: January 22, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-40283 Debtor's Counsel: Joseph Acosta, Esq. FISHERBROYLES, LLP 4514 Cole Avenue Suite 600 Dallas, TX 75205 Tel: 214-614-8939 Email: joseph.acosta@fisherbroyles.com Total Assets: $3,267,357 Total Liabilities: $4,870,039 The petition was signed by Nelson Lizama, manager. A copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/gJI1xN M & C PARTNERSHIP: Unsecureds to 100% in 6 Months in Plan --------------------------------------------------------- Debtor M & C Partnership, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a plan of reorganization. This chapter 11 case was precipitated by a foreclosure action styled Girod LoanCo, LLC v. M & C Partnership, LLC, No. 795-614, Section "K", 24th J.D.C., Parish of Jefferson, State of Louisiana, filed on May 24, 2019. The plaintiff, Girod provided few details in the Petition it filed to commence the M & C Partnership's Foreclosure Action regarding the basis for the foreclosure, other than its allegation that the "indebtedness evidenced by [the Riverwalk Development, LLC and Florida Street Market, LLC notes] is past due, owing and in default." M & C Partnership, however, was not a direct obligor on any notes held by Girod. Class 2 consists of the Allowed Secured Claim of Girod LoanCo, LLC. The Allowed Girod Secured Claim will be reinstated and rendered unimpaired in accordance with Section 1124 of the Bankruptcy Code. On the Confirmation Date, in full satisfaction, settlement, release, discharge of, and in exchange for the allowed unsecured claims. The holder of each allowed unsecured claim will be paid the full amount of their allowed claim no later than six months after the Effective Date. George A. Cella, III, shall retain his existing equity interests in the Debtor. Generally, the Plan provides for the continued operation of the business of the Debtor, with payments to creditors from rental income and the proceeds of the Causes of Action. A full-text copy of the disclosure statement dated December 31, 2019, is available at https://tinyurl.com/rddlmzs from PacerMonitor.com at no charge. The Debtor is represented by: THE CONGENI LAW FIRM, L.L.C. Leo D. Congeni 650 Poydras St., Suite 2750 New Orleans, LA 70130 Telephone: 504-522-4848 Facsimile: 504-910-3055 E-mail: leo@congenilawfirm.com About M & C Partnership M & C Partnership, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11529) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Elizabeth W. Magner oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as the Debtor's bankruptcy counsel. Patrick J. Gros, CPA, APAC, is the Debtor's accountant. MCCLATCHY CO: S&P Lowers Senior Secured Note Ratings to 'CCC-' -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based newspaper publisher The McClatchy Co. to 'CC' from 'CCC-' and its issue-level ratings on the company's senior secured notes to 'CCC-' from 'CCC'. S&P's issue-level ratings on the company's senior unsecured notes remain 'C', and it placed all of its ratings on CreditWatch with negative implications. The downgrade reflects the missed interest payment and McClatchy's entry into a forbearance agreement with its lenders giving it 30 days to pursue a debt restructuring with its lenders and the PBGC. S&P believes a debt restructuring by McClatchy is inevitable, likely within the next 90 days. S&P would likely view debt restructuring that delays or defers debt or interest payments, or converts debt to equity, as a selective default. The negative CreditWatch reflects S&P's expectation that a restructuring or default within the next 90 days is inevitable barring unforeseen developments. If the company fails to make its interest payment during its 30-day grace period or engages in a distressed exchange, S&P would lower its issuer credit rating to 'SD' (selective default) and the issue-level ratings on the company's first-lien debt to 'D'. MCDERMOTT INTERNATIONAL: Case Summary & 50 Unsecured Creditors -------------------------------------------------------------- Two hundred twenty-five affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- McDermott International, Inc. (Lead Case) 20-30336 757 North Eldridge Parkway Houston, TX 77079 850 Pine Street LLC 20-30398 A & B Builders, Ltd. 20-30450 Aiton & Co Limited 20-30412 Arabian CBI Co Ltd. 20-30401 Arabian CBI Tank Manufacturing Company Ltd. 20-30403 Asia Pacific Supply Co. 20-30402 Atlantic Contingency Constructors II, LLC 20-30404 Atlantis Contractors Inc. 20-30410 Catalytic Distillation Technologies 20-30555 CB&I (US) Holdings, Limited 20-30414 CB&I Brazil Holdings, Inc. 20-30466 CB&I Canada Ltd. 20-30406 CB&I Clearfield, Inc. 20-30419 CB&I Cojafex B.V. 20-30417 CB&I Connecticut, Inc. 20-30412 CB&I Constructors Limited 20-30430 CB&I El Dorado, Inc. 20-30425 CB&I Energy Services, LLC 20-30473 CB&I Europe B.V. 20-30457 CB&I Fabrication, LLC 20-30479 CB&I Finance Company Limited 20-30422 CB&I Financial Resources LLC 20-30439 CB&I Global Operations International, Pte. Ltd. 20-30408 CB&I Global Operations US Pte. Ltd. 20-30411 CB&I Global, L.L.C. 20-30443 CB&I Group Inc. 20-30484 CB&I Group UK Holdings 20-30485 CB&I Holdco International, LLC 20-30507 CB&I Holdco, LLC 20-30511 CB&I Holdings (UK) Limited 20-30461 CB&I Holdings B.V. 20-30488 CB&I Houston 06 LLC 20-30452 CB&I Houston 07 LLC 20-30455 CB&I Houston 08 LLC 20-30459 CB&I Houston 09 LLC 20-30400 CB&I Houston 10 LLC 20-30407 CB&I Houston 11 LLC 20-30409 CB&I Houston 12 LLC 20-30415 CB&I Houston 13 LLC 20-30426 CB&I Houston LLC 20-30428 CB&I International One, LLC 20-30456 CB&I International, Inc. 20-30464 CB&I International, LLC 20-30471 CB&I Lake Charles, L.L.C. 20-30476 CB&I Laurens, Inc 20-30481 CB&I LLC 20-30486 CB&I London 20-30416 CB&I Matamoros, S. de R. L. de C.V. 20-30413 CB&I Middle East Holding, Inc. 20-30418 CB&I Nederland B.V. 20-30423 CB&I North Carolina, Inc. 20-30489 CB&I Offshore Services, Inc. 20-30492 CB&I Oil & Gas Europe B.V. 20-30440 CB&I Paddington Limited 20-30434 CB&I Power Company B.V. 20-30447 CB&I Power International, Inc. 20-30496 CB&I Power Limited 20-30436 CB&I Power, LLC 20-30500 CB&I Project Services Group, LLC 20-30433 CB&I Rio Grande Holdings, L.L.C. 20-30503 CB&I Rio Grande Valley Fabrication & Manufacturing, L.L.C. 20-30506 CB&I Rusland B.V. 20-30468 CB&I Singapore Pte. Ltd 20-30475 CB&I Storage Tank Solutions LLC 20-30437 CB&I STS Delaware LLC 20-30442 CB&I STS Holdings LLC 20-30444 CB&I Tyler LLC 20-30451 CB&I UK Limited 20-30469 CB&I Walker LA, L.L.C. 20-30514 CBI Americas Ltd. 20-30458 CBI Company B.V. 20-30493 CBI Company Ltd. 20-30463 CBI Company Two B.V. 20-30498 CBI Constructors Pty. Ltd. 20-30429 CBI Eastern Anstalt 20-30432 CBI Holdco Two Inc. 20-30472 CBI Overseas (Far East) Inc. 20-30477 CBI Overseas, LLC 20-30483 CBI Panama, S.A. 20-30424 CBI Services, LLC 20-30491 CBI UK Cayman Acquisition Limited 20-30478 CBI US Holding Company Inc. 20-30494 Central Trading Company Ltd 20-30497 Chartering Company (Singapore) Pte. Ltd. 20-30502 Chemical Research and Licensing, LL 20-30518 Chicago Bridge & Iron (Antilles) N.V. 20-30441 Chicago Bridge & Iron Company 20-30499 Chicago Bridge & Iron Company 20-_____ Chicago Bridge & Iron Company (Delaware) 20-30501 Chicago Bridge & Iron Company B.V. 20-30510 Chicago Bridge de Mexico, S.A. de C.V. 20-30445 Comet II B.V. 20-30516 Constructors International, L.L.C. 20-30504 CSA Trading Company Ltd 20-30508 Eastern Marine Services, Inc. 20-30446 EDS Equipment Company, LLC 20-30512 Environmental Solutions (Cayman) Ltd. 20-30454 Environmental Solutions Holding Ltd. 20-30465 Environmental Solutions Ltd. 20-30470 HBI Holdings, LLC 20-30515 Highland Trading Company, Ltd. 20-30358 Horton CBI, Limited 20-30362 Howe-Baker Engineers, Ltd 20-30346 Howe-Baker Holdings, L.L.C 20-30338 Howe-Baker International Management, LLC 20-30340 Howe-Baker International, L.L.C. 20-30347 Howe-Baker Management, L.L.C. 20-30351 Hydro Marine Services, Inc 20-30341 International Consultants, L.L.C. 20-30349 J. Ray Holdings, Inc 20-30354 J. Ray McDermott (Aust.) Holding Pty. Limited 20-30360 J. Ray McDermott (Norway), AS 20-30369 J. Ray McDermott (Qingdao) Pte. Ltd 20-30356 J. Ray McDermott De Mexico, S.A. De C.V. 20-30365 J. Ray McDermott Far East, Inc. 20-30348 J. Ray McDermott Holdings, LLC 20-30380 J. Ray McDermott International Vessels, Ltd. 20-30367 J. Ray McDermott International, Inc. 20-30420 J. Ray McDermott Solutions, Inc. 20-30487 J. Ray McDermott Technology, Inc. 20-30523 J. Ray McDermott Underwater Services, Inc. 20-30427 J. Ray McDermott, S.A. 20-30431 Lealand Finance Company B.V. 20-30339 Lummus Arabia Ltd Co. 20-30343 Lummus Consultants International Limited 20-30337 Lummus Consultants International LLC 20-30342 Lummus Gasification Technology Licensing LLC 20-30350 Lummus Technology B.V. 20-30345 Lummus Technology Heat Transfer B.V. 20-30352 Lummus Technology International LLC 20-30353 Lummus Technology LLC 20-30355 Lummus Technology Overseas LLC 20-30357 Lummus Technology Services LLC 20-30359 Lummus Technology Ventures LLC 20-30363 Lutech Project Solutions B.V. 20-30361 Lutech Projects B.V. 20-30364 Lutech Resources B.V. 20-30368 Lutech Resources Canada Ltd. 20-30370 Lutech Resources Inc. 20-30366 Lutech Resources Limited 20-30344 Matrix Engineering, Ltd. 20-30521 Matrix Management Services, LLC 20-30522 McDermott (Amazon Chartering), Inc. 20-30435 McDermott Arabia Company Limited 20-30438 McDermott Asia Pacific Pte. Ltd. 20-30520 McDermott Asia Pacific Sdn. Bhd. 20-30448 McDermott Australia Pty. Ltd. 20-30460 McDermott Blackbird Holdings, LLC 20-30490 McDermott Caspian Contractors, Inc. 20-30449 McDermott Cayman Ltd. 20-30474 McDermott Eastern Hemisphere, Ltd 20-30480 McDermott Engineering, LLC 20-30335 McDermott Finance L.L.C. 20-30495 McDermott Gulf Operating Company, Inc. 20-30453 McDermott Holdings (U.K.) Limited 20-30482 McDermott International Investments Co., Inc. 20-30462 McDermott International Management, S. de RL. 20-30467 McDermott International Marine Investments N.V. 20-30373 McDermott International Trading Co., Inc. 20-30374 McDermott International Vessels, Inc. 20-30376 McDermott Investments, LLC 20-30386 McDermott Marine Construction Limited 20-30371 McDermott Marine Mexico, S.A. de C.V. 20-30378 McDermott Middle East, Inc. 20-30382 McDermott Offshore Services Company, Inc. 20-30384 McDermott Old JV Office, Inc. 20-30387 McDermott Overseas Investment Co. N.V. 20-30383 McDermott Overseas, Inc. 20-30395 McDermott Serviços Offshore do Brasil Ltda. 20-30389 McDermott Subsea Engineering, Inc. 20-30388 McDermott Subsea, Inc. 20-30399 McDermott Technology (2), B.V 20-30397 McDermott Technology (3), B.V. 20-30405 McDermott Technology (Americas), Inc. 20-30391 McDermott Technology (US), Inc. 20-30305 McDermott Technology, B.V. 20-30372 McDermott Technology, LLC 20-30509 McDermott Trinidad Ltd 20-30377 McDermott, Inc. 20-30513 Netherlands Operating Company B.V. 20-30385 North Atlantic Vessel, Inc. 20-30390 North Ocean 105 AS 20-30394 Novolen Technology Holdings C.V. 20-30392 Nuclear Energy Holdings, L.L.C. 20-30517 Oasis Supply Company, Ltd. 20-30393 Oceanic Contractors, Inc 20-30519 Offshore Pipelines International, Ltd 20-30396 OPI Vessels, Inc. 20-30524 Oxford Metal Supply Limited 20-30375 Pike Properties II, Inc. 20-30381 Pipework Engineering and Developments Limited 20-30379 Prospect Industries (Holdings) Inc. 20-30526 S C Woods, L.L.C. 20-30539 Servicios de Fabricacion de Altamira, S.A. de C.V. 20-30543 Servicios Profesionales de Altamira, S.A. de C.V.20-30547 Shaw Beneco, Inc. 20-30530 Shaw Connex, Inc 20-30531 Shaw Dunn Limited 20-30536 Shaw E & I International Ltd. 20-30551 Shaw Energy Services, Inc. 20-30542 Shaw Fabricators, Inc. 20-30527 Shaw Far East Services, LLC 20-30529 Shaw Group UK Limited 20-30532 Shaw Home Louisiana, LLC 20-30554 Shaw International Inc. 20-30556 Shaw International Management Services Two, Inc. 20-30557 Shaw JV Holdings, L.L.C 20-30558 Shaw Managed Services, LLC 20-30559 Shaw Management Services One, Inc. 20-30560 Shaw NC Company, Inc. 20-30534 Shaw Nuclear Energy Holdings (UK), Inc. 20-30538 Shaw Overseas (Middle East) Ltd. 20-30545 Shaw Power Delivery Systems, Inc. 20-30549 Shaw Power Services Group, L.L.C 20-30553 Shaw Power Services, LLC 20-30528 Shaw Power Technologies, Inc. 20-30533 Shaw Process Fabricators, Inc. 20-30537 Shaw Services, L.L.C. 20-30541 Shaw SSS Fabricators, Inc 20-30546 Shaw Transmission & Distribution Services International, Inc. 20-30550 Shaw Transmission & Distribution Services, Inc. 20-30535 SparTEC, Inc. 20-30540 TVL Lender II, Inc. 20-30544 Varsy International N.V. 20-30548 Whessoe Piping Systems Limited 20-30552 Business Description: McDermott International, Inc. -- https://www.mcdermott.com -- provides engineering, procurement, construction, and installation and technology services for customers in the energy industry. The Company was founded in 1923 and is headquartered in Houston, Texas. Chapter 11 Petition Dates: January 21 & 22, 2020 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. Marvin Isgur Debtors' Local Legal Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Kristhy M. Peguero, Esq. Veronica A. Polnick, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com vpolnick@jw.com Debtors' General Bankruptcy Counsel: Joshua A. Sussberg, P.C. Christopher T. Greco, P.C. Anthony R. Grossi, Esq. KIRKLAND & ELLIS LLP (NEW YORK) 601 Lexington Avenue New York, NY 10022 Tel: 212.446.4800 Fax: 212.446.4900 Email: joshua.sussberg@kirkland.com christopher.greco@kirkland.com anthony.grossi@kirkland.com - and - James H.M. Sprayregen, P.C. John R. Luze, Esq. Marc Kieselstein, P.C. KIRKLAND & ELLIS LLP (CHICAGO) 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862.2000 Fax: (312) 862.2200 Email: james.sprayregen@kirkland.com marc.kieselstein@kirkland.com john.luze@kirkland.com Debtors' Investment Banker: EVERCORE GROUP L.L.C. Debtors' Restructuring Advisor: ALIXPARTNERS, LLP Debtors' Operational Advisor: AP SERVICES, LLC Debtors' Panamanian Counsel: ARIAS, FABREGA & FABREGA Debtors' Corporate Legal Counsel: BAKER BOTTS L.L.P. Debtors' Claims, Noticing & Solicitation Agent and Administative Advisor: PRIME CLERK https://cases.primeclerk.com/mcdermott Total Assets as of September 30, 2019: $8,754,000,000 Total Debts as of September 30, 2019: $9,863,000,000 The petitions were signed by John R. Castellano, chief transformation officer. A copy of McDermott International's petition is available for free at PacerMonitor.com at: https://is.gd/NO3GRM Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- -------------- 1. UMB Bank, N.A. 10.625% Notes $1,398,222,222 Attn: Mariner Kemper, Chairman, Due 2024 President and Chief Executive Officer 1010 Grand Boulevard Kansas City, MO 64106 Tel: 816-842-2222 Fax: 816-860-3689 2. Greensill Capital UK Ltd. Working $34,798,024 Attn: Lex Greensill, CEO; Capital James Doran, MD Financing One Southampton Street Covenant Garden London WC2R OLR United Kingdom Tel: 44-20-3436-2000 Email: jamesd@greensill.com 3. H Butting GMBH Co KG Trade Payable $28,132,766 Attn: Stefan FUß, Personnel Management Butting Group Gifhorner Straße 59 Knesebeck 29379 Germany Tel: 49-5834-50-0 Email: andrea.kiel@butting.de; stefan.fuss@butting.de 4. Bomac Contractors Ltd. Trade Payable $13,561,121 Attn: Ronald W. Harris, Vice President and Chief Financial Officer Beaumont Office - Corporate Office 1020 Lindbergh Drive Beaumont, TX 77707 Tel: 409-842-2125 Email: ronald.harris@bo-mac.com 5. ST Corporation Trade Payable $12,922,019 Attn: Takashi Suzuki, President and CEO 1-4-10 Shimo-Ochiai, Shinjuku Ward Tokoy 161-8540 Japan 6. Trinidad Offshore Fabricators Trade Payable $12,512,334 Unlimited Attn: Javed Mohammed, General Manager Labdico Industrial Estate, 7B St. New Jersey, Brighton LA Brea Trinidad, West Indies Tel: 985-868-1950 Email: info@tofcott.com 7. AllSeas Marine Contractors SA Trade Payable $12,505,016 Attn: Johan Vermeer Route De Pra De Plan 18 Case Postale 411 Chatel-Saint-Denis 1618 Switzerland Tel: 41-21-948-3500 Fax: 41-21-948-3599 8. Zakher Marine Saudi Co Ltd. Trade Payable $11,073,177 Attn: Ali El Ali, Managing Director Plot 103, Area 16 ZMI Yard, ICADII Musafah Abu Dhabi United Arab Emirates Tel: 9712-5515151 9. David E. Harvey Builders Inc. Trade Payable $10,141,649 Attn: Kelly M. Hall, CEO and Kevin Rogge, President 3630 Westchase Houston, TX 77042 Tel: 713-783-8710 Fax: 713-783-5313 10. Eisenbau Kramer GMBH Trade Payable $9,591,703 Attn: Dr. Boris Wernig, Managing Director Karl-Kramer-Strasse 12 57223 Kreuztal-Kredenbach PO Box 40 20, 57263 Hilchenbach Kreuztal-Kredenbach 57223 Germany Tel: 49-0-27-32-580-0 Fax: 49-0-27-32-588-102 Email: info@ebkpipe.com 11. Nexans Norway AS Trade Payable $7,951,439 Attn: Christopher Guerin, CEO P.O. Box 6450 Etterstad Oslo N-0605 Norway Tel: 47-22-88-61-00 Fax: 47-22-88-62-60 Email: firmapost@nexans.com; langhus.resepsjon@nexans.com norge.kundeservice@nexans.com tilbud.marketlines@nexans.com 12. Scandinavian Fittings and Trade Payable $7,479,930 Flanges AS Attn: Tore Christiansen, CEO Jacob Askelandsv.5 P.O. Box 1175 Sandnes 4391 Norway Tel: 47-51-63-96-15 Fax: 47-51-63-96-01 Email: tc@sffgroup.com 13. Samkang Mt Co. Ltd. Trade Payable $7,445,023 Attn: Moo-Suk Song, CEO 51-1 Naesan 3-GIL Donghae-Myeon, Goseong-Gun Gyeosongsangam-DO 638-842 Tel: 82-55-673-7014 Fax: 82-55-673-7055 14. JDR Cable Systems Ltd. Trade Payable $7,095,544 Attn: Richard Turner, CEO Littleport Innovation Park 177 Wisbech Road Littleport, Cambridgeshire CB6 1RA United Kingdom Tel: 44-0-1353-860-022 Fax: 44-135-386-1388 Email: rturner@jdrglobal.com 15. SSAB Trade Payable $6,579,896 Attn: Hakan Buskhe, CEO Klarbergsviadukten 70 D6 PO Box 70 Stockholm 101 21 Sweden Tel: 44-0-1353-860-022 Fax: 44-135-386-1388 Email: rturner@jdrglobal.com 16. Office Pavillion Trade Payable $6,478,191 Attn: Celina Perez, Katie Klyng- Cunningham, Mollie Ellerkamp, Monika Patel, Shelly Liles PO Box 4346 Houston, TX 77210 Email: cperez@ophouston.com; kcunningham@ophouston.com; mellerkamp@ophouston.com; mpatel@ophouston.com; sliles@ophouston.com Office Pavillion 10030 Bent Oak Dr. Houston, TX 77040 17. Brandsafway LLC Trade Payable $6,207,652 Attn: Bill Hayes, President and CEO 1325 Cobb International Drive Ste. A-1 Kennesaw, GA 30152 Tel: 678-285-1400 Fax: 770-514-0285 18. Larsen Toubro Ltd. Trade Payable $5,578,907 Attn: S.N. Subrahmanyan, CEO L&T House N.M. Marg, Ballard Estate Mumbai, Maharashtra 400 001 India Tel: 91-22-67525656 Fax: 91-22-67525893 Email: igrc@larsentoubro.com 19. Apache Industrial Services Trade Payable $5,482,641 Attn: Mike Knigin, CEO 250 Assay Street Suite 500 Houston, TX 77044 Tel: 713-450-9307 Fax: 713-450-2447 20. Oceanwide Houston Inc. Trade Payable $5,329,897 11767 Kay Freeway, Suite 400 Houston, TX 77079 Tel: 832-328-7001 Email: info@oceanwideamerica.com steve@oceanwideamerica.com Oceanwide Houston Inc. Attn: Steve Makin Avenida Tulum, Manzana 1, Lote 40 Y 42 Supermanzana 2 Cancun Quintana ROO 77500 Mexico 21. MZJV GPX Trade Payable $5,213,005 3752 S Gulfway Dr. Sabine Pass, TX 77655 22. Tata Consultancy Services Trade Payable $5,175,138 Limited Attn: AP Contact1; Anil Bisht; PO Contact1; Prakash Kasappa; Pravin Munnaluri; Ramit Arora 9th Floor, Plot No. 241/242 Nirmal Building Barrister Rajani Patel Marg, Nariman Point Mumbai, Maharashtra 400021 India Tel: 91-22-6656-8484 Fax: 91-22-6656-8494 Email: anil.bisht@tcs.com; prakash.k@tcs.com; pravinkumar.m@tcs.com; ramit.arora@tcs.com 23. Jubail Energy Services Co Jesco Trade Payable $5,059,502 Attn: Gabriel Angel Monti, CEO Jubail Energy Services Company (JESCO) P.O. Box 10997 Jubail Industrial City 31961 Kingdom of Saudi Arabia Tel: 966-013-350-4999 Fax: 966-13-350-4696 Email: sales@jesco.com.sa 24. Sun Industrial Group LLC Trade Payable $4,774,855 Attn: Jarrett "Smiley" Smith 2437 Westwood Rd Westlake, LA 70669 Tel: 337-436-2324 Fax: 337-419-0957 25. Mitsubishi Corporation Trade Payable $4,517,854 Attn: Takehiko Kakiuchi Mitsubishi Shoji Building 3-1, Marunouchi 2-Chome, Chiyoda-Ku Tokyo 100-8086 Japan Tel: 81-3-3210-2121 26. Technip France SA Trade Payable $4,106,004 Attn: Eric Le-Guerch; Marcela Santini; Stephane Pradat 6-8 Allee De L'Arche Paris La Defense Cedex 92973 France Tel: 33-0-1- 47 78 21 21 Fax: 33-1-47-78-33-40 Email: eric.le-guerch@technipfmc.om; masantini@technip.com; stephane.pradat@technipfmc.com 27. Dresser Rand India PVT Ltd. Trade Payable $3,926,222 Attn: Duncan Reed 382330 187 GIDC Estate Naroda Ahmedabad, GJ 382330 India Tel: 91-79-22805566 Email: duncan.reed@siemens.com 28. Huta Hegerfeld Saudia Ltd. Trade Payable $3,656,456 Attn: Marwan Abi Karam P.O. Box 1830, Lotus Building Prince Sultan Street Al Zahra'a District Jeddah 21441 Saudi Arabia Tel: 966-12-6623205/6852413 Fax: 966-6831838 Email: engg@huta.com.sa 29. Tranship Transportes Martimos Trade Payable $3,569,469 Ltda Attn: Alexandre Krzonkalla Rosangela Gomes Praca Quinze De Novembro 34 5 Andar Centro Rio De Janeiro 27930-070 Brazil Tel: 55-21-2242-4242 Fax: 55-21-2224-1444 Email: alexandre@tstranship.com.br; rgomez@tranship.com.br Tranship Transportes Maritimos Ltda Attn: Alexandre Krzonkall, Rosangela Gomez Rua Mario Trilha, 208 Parte-ILHA Da Conceicao Niteroi Rio De Janeiro 24050-190 Brazil 30. JPower Systems Saudi Co Ltd. Trade Payable $3,559,571 Sumitomo Electric Industries, Ltd. Attn: Hikaru Hoshino, IINO Daisuke, Regan Panganiban, Yanagawa Hiroyuki 4-5-33, Kitahama, Chuo-Ku Osaka 541-0041 Japan Tel: 81-0-6-6220-4141 Email: hoshino-hikaru@sei.co.jp; iino-daisuke@sei.co.jp; regan-panganiban@gr.sei.co.jp; yanagawa-hiroyuki@sei.co.jp 31. Industrie Meccaniche Di Trade Payable $3,394,854 Bagnolo SRL Attn: Claudia Dossena Strada Paullese, 2 Bagnolo Cremasco (CR), Lombardy 26010 Italy Tel: 39-0373-237611 Fax: 39-0373-648550 32. W Industries of Texas LLC Trade Payable $3,345,585 Attn: Tommy Lynn 6602 Petropark Jersey Village, TX 77041 Tel: 281-921-3080 Fax: 713-856-9671 Email: tommy_lynn@w-industries.com W Industries of Texas LLC Attn: Michael Bain, P.E. 11500 Charles Road Houston, TX 77041 33. Doosan Mecatec Co Ltd. Trade Payable $3,324,974 Attn: Nicoel SEO 259, Jeokhyeon-Ro, Seongsan-Gu Changwon 51708 South Korea Email: amnesia1@doosan.com 34. Baker Concrete Construction Inc. Trade Payable $3,229,187 Attn: Dan Baker, CEO 900 North Garver Road Monroe, OH 45050 Tel: 513-539-4000 Fax: 513-539-4380 35. Morrisshea Bridge Company Trade Payable $2,892,976 Attn: Richard Shea, CEO 609 South 20th Street Irondale, AL 35210 Tel: 205-956-9518 Fax: 205-956-9579 Email: info@morrisshea.com 36. Wholesale Electric Trade Payable $2,839,479 Supply Co. Attn: Andrew Pratt, Christopher Barnett, Wyatt Adams 4040 Gulffreeway Houston, TX 77004 Tel: 713-748-6100 Fax: 713-749-8415 Email: cbigroup@wholesaleelectric.com; cbarnett@wholesaleelectric.com; wadams@wholesaleelectric.com 37. Oracle America Inc. Trade Payable $2,744,676 Attn: Chad Perniciaro, JD Edmonds, Jason Minor, Kartheek Teja, Kevin Fidler, Laura Lee Marsiglio, Lucia Radu, Michele Lukic P.O. Box 203448 Dallas, TX 75320 Tel: 650-506-7000 Fax: 650-506-7370 Email: chad.perniciaro@oracle.com; jd.edmonds@oracle.com; jason.minor@oracle.com; kartheek.g@oracle.com; kevin.fidler@oracle.com; laura.lee.marsiglio@oracle.com; lucia.radu@oracle.com; michele.lukic@oracle.com 38. MMR Constructors Inc. Trade Payable $2,729,320 Attn: Jeramiah Blum and Steve Bieber 15961 Airline Highway Baton Rouge, LA 70817 Tel: 225-756-5090 Fax: 225-753-7012 39. Insight Direct USA Inc. Trade Payable $2,572,424 Attn: Kenneth T. Lamneck, CEO Glynis Bryan CFO 6820 S. Harl Ave. Tempe, AZ 85283 Tel: 800-467-4448 Email: glynis.bryan@insight.com 40. Stork Technical Services Trinidad Trade Payable $2,450,840 and Tobago Limited Attn: Darryl Mohan-Seenath, Ana-Lisa Allen, Ray Duncan, Shashi Maharajh Stork Headoffice-Utrecht Van Deventerlaan 121 Utrecth 3528-AG Netherlands Tel: 31-0-88-089-10 00 Fax: 31-0-666 4733 Email: ray.duncan@stork.com; shashi.maharajh@stork.com; darryl.mohan-seenath@stock.com; ana-lisa.allen@stock.com Stork Technical Services Trinidad and Tobago Limited Attn: Darryl Mohan-Seenath, Ana-Lisa Allen, Ray Duncan, Shashi Maharajh 403 Pacific Avenue California Trinidad & Tobago 41. Chevron Lummus Global Trade Payable $2,433,818 Attn: Dr. Mal Maddock 1515 Broad Street Bloomfield, NJ 7003 Tel: 973-893-2953 Fax: 973-893-2412 Chevron Lummus Global 100 Chevron Way Bldg 10, Third FL Richmond CA 94802 42. Aveva Inc. Trade Payable $2,383,826 Attn: Mike Knigin, CEO 250 Assay Street Suite 500 Houston, TX 77044 Tel: 713-450-9307 Fax: 713-450-2447 44. United Rentals Atlanta Trade Payable $2,377,065 Attn: Michael J. Kneeland, Chairman 100 First Stamford Place Ste 700 Stamford CT 06902 Tel: 203-622-3131 Fax: 203-622-6080 45. Yokogawa Europe Solutions BV Trade Payable $2,373,357 Attn: Chrispijin M Euroweg 2 3825 HD Amersfoort Amersfoot Utrecht 3825 HD Netherlands Tel: 31-0-88-4641000 Fax: 31-0-88-464111 Email: martin.chrispijn@nl.yokogawa.com 46. Siemens AS Trade Payable $2,336,653 Attn: Bernardo Garrozi Cardoso STRE Aker VEI 88 OSLO 596 Norway Tel: 49-69-6682-6664 Fax: 49-89-636-00 Email: bernardo.garrozi@siemens.com 47. Eaton Corporation Trade Payable $2,336,299 Attn: Ivana Djordjevic 14120 Ballantyne Corp Place Charlotte, NC 28277 Email: ivanadjordjevic@eaton.com 48. Locar Guindastes E Transportes Trade Payable $2,333,785 Intermodais Ltda Attn: Jose Henrique Bravo Alves & Marcio Amaral De Oliveira Rua Joao Pedro Blumenthal, 300 Guarulhos SP 7224150 Brazil Tel: 0800-770-0618 Email: lcitacao@locar.com.br; marcio.oliveira@locar.com.br 49. Abahsain Consolidated Co Trade Payable $2,275,951 for Energy Power Ltd. Attn: Salah Abahsain Salah Abahsain Group King Abdulaziz St., P.O. Box 10800 Dammam 31443 Kingdom of Saudi Arabia 50. Marlin Navegacao SA Trade Payable $2,264,074 Attn: Alexandre Borges, Felipe Carvalho, Harold Cruz, Rodrigo Vainer Praca Floriano, 19-1401 Centro Rio De Janeiro 20031-924 Brazil Tel: 55-21-3590-2445 Email: alexandre.borges@marlinnav.com.br; felipe.carvalho@marlinnav.com.br; haroldo.cruz@marlinnav.com.br; rodrigo.vainer@marlinnav.com.br MEYZEN FAMILY: Trustee to Auction La Cremaillere's Wine Collection ------------------------------------------------------------------ Fred Stevens, Chapter 11 Trustee for Meyzen Family Realty Associates, LLC and La Cremaillere Restaurant Corp., asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the public auction of La Cremaillere's fine wine collection. MFRA owns the real property located at 45 Bedford-Banksville Rd., Bedford, New York 10506 ("Premises"), and La Cremaillere operates a French restaurant at the Premises. The Debtors are owned in equal percentages by husband and wife Robert Meyzen and Barbara Meyzen. La Cremaillere is a fine French restaurant that has been in continued operation since the 1940's. The Wine consists of a significant valuable collection of fine wines, primarily from the French Bordeaux region, that has been collected by La Cremaillere's current owner over the past 50 years. The Wine collection is currently stored in the wine cellar of the Restaurant and will be moved to Zachys' climate-controlled warehouse, located at 39 Westmoreland Avenue, White Plains, New York 10606, around the week of December 16. The collection consists of over 1,000 bottles, ranging in size from 750ml to 6L and in vintages from 1966 to 2016. Most of the Wines are from France's Bordeaux region. After approximately five months of operation under the Trustee's watch, the parties appear to be in agreement that any restructuring is at least highly unlikely and that the responsible liquidation of the Debtors' assets presents the best possible exit strategy. Upon consultation with the Debtors' major stakeholders, the Trustee has determined in his business judgment that a public auction sale of the Wine is the best way to maximize value for the estate. Just prior to filing the Motion, the Trustee filed an application to retain Zachys Wine Auctions, Inc., an experienced and highly-regarded auctioneer specializing in fine wines, to assist the Trustee in marketing and selling the Wine. The federal and state taxing authorities asserting security interests in the assets to be auctioned were consulted on and approved of the retention of Zachys and the sale of the Wine by this method. The Trustee proposes, upon Zachys' guidance, that the public auction be conducted as both (i) an electronic, online auction commencing on Jan. 9, 2020 and concluding on Jan. 19, 2020, and (ii) a live auction to be held from March 5, 2020 through March 6, 2020. The Trustee believes that proceeding along the lines proposed will allow creditors and potential bidders sufficient time to inspect the Wine and submit a bid while allowing the Trustee to maximize value and facilitate any potential reorganization as promptly as practicable. Accordingly, the Trustee respectfully asks that the proposed sale of the Wine by Auction through Zachys be approved. The Wine will be sold to ultimate purchasers free and clear of any and all liens, claims or encumbrances. After payment of any amounts due to Zachys as set forth in the Zachys Application, the resulting proceeds of the Auction will be held by the Trustee subject to any and all liens, claims and encumbrances, and will not be used for any purpose without an order of the Court permitting such use. At the Trustee's discretion, as advised by Zachys, the Wine will be offered for sale in bulk and in lots. The Wine will be sold "as is, where is," without any representations of any kind or nature whatsoever. Zachys will collect any applicable sales tax from buyers, and prepare all reporting forms, certificates, reports and other documentation required in connection with the payment of all applicable sales taxes to the appropriate taxing authorities, and Zachys will process all of the foregoing. Zachys will pay the same to the appropriate taxing authorities in accordance with applicable law. Upon the conclusion of the last Auction, title to the Wine will be transferred to the successful bidder(s) pursuant to invoices generated by Zachys, free and clear of all liens, claims and encumbrances, with such liens, claims and encumbrances to apply to the Proceeds with the same force, priority and effect that they had against the Wines. In addition, as required by Local Rule 6004-1(f), Zachys will file a report with the Bankruptcy Court summarizing the results of the Auction and stating the fees and expenses to be paid to Zachys in accordance with the Order approving the Zachys Application. The report will be served only on the Trustee, the US Trustee and any other interested party who specifically requests a copy. About Meyzen Family Realty Meyzen Family Realty Associates, LLC owns a property located at 46 BedfordBanksville Road, Bedford, N.Y., from which La Cremaillere Restaurant Corp. as lessee operates its business. The company valued the property at $2.8 million. Meyzen sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23419) on Sept. 13, 2018. La Cremaillere filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22823) on April 17, 2019. At the time of the filing, Meyzen disclosed $2.8 million in assets and $1.45 million in liabilities. La Cremaillere disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Robert D. Drain oversees the cases. The Debtors tapped Bruce H. Bronson Jr., Esq., at Bronson Law Offices, P.C., as their counsel. NELCO REALTY: Exclusivity Period Until Jan. 31 ---------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended until Jan. 31 the period during which only Nelco Realty Holdings Inc. can file its Chapter 11 plan of reorganization and disclosure statement. The company needs additional time to resolve certain issues prior to filing the plan, including its agreement with major creditor, Virginia Dorris, which has not yet been finalized. In the event the agreement should fail, the court will hold a final evidentiary hearing in the related adversary proceeding on March 17 to determine the classification and amount of Ms. Dorris' claim. About Nelco Realty Holdings Nelco Realty Holdings Inc., a lessor of real estate properties, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-08216) on Aug. 29, 2019. In the petition signed by Richard T. Conard, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Richard John Cole, III, Esq., at Cole & Cole Law, P.A., is the Debtor's counsel. NEUROPROTEXEON INC: Sets Bidding Procedures for All Assets ---------------------------------------------------------- NeuroproteXeon, Inc., and three debtor subsidiaries, ask the U.S. Bankruptcy Court for the District of Delaware to authorize (i) the bidding procedures in connection with the sale of all or substantially all of the Debtors' assets; (ii) the procedures for the potential assumption and assignment of the Potentially Assumed Contracts, and the form and manner of notice thereof; and (iii) them to select a Stalking Horse Purchaser and to provide Bid Protections to such Stalking Horse Purchaser (if necessary). The NPXE Group's business is highly capital intensive and does not yet generate positive cash flow. Despite substantial effort, the Debtors have failed to obtain additional financing or investments necessary to complete the Phase III Study, which was temporarily suspended in September 2019. Other than the proceeds of the Prepetition JMB Loan, the Debtors have little, if any, remaining cash on hand to continue their business. Accordingly, they commenced these chapter 11 cases to preserve the value of their intangible and fixed assets and market and sell their assets as promptly as practicable to the bidder who submits the highest or otherwise best bid. The Debtors have been actively trying to raise additional capital since 2018 and engaged WG Partners LLP and Cenkos Securities Plc as joint brokers and placement agents to attract potential investors through an initial public offering on the London Stock Exchange and subsequently, a private placement. Unfortunately, their initiatives were unable to attract the investment the Debtors in their business judgement believed was necessary. In October 2019, the Debtors engaged Emerald Capital Advisors as their financial advisor to seek necessary funding. After substantial time and effort, Emerald was able to obtain a commitment from JMB to provide a modest loan to bridge the Debtors through the bankruptcy filing, and provide a post-petition credit facility to fund their operations, a sale process and a potential auction in the context of a chapter 11 proceeding. The Debtors have also engaged Lincoln Partners Advisors, LLC, subject to the Court's approval, as their investment banker during the chapter 11 cases to run a post-petition marketing process and auction of the Assets. In addition to their Assets to be sold, the Debtors are party to various license agreements, including the MNK License Agreement and the Linde License Agreement. Each provides that the consent of MNK and Linde, respectively, to the assignment of the license agreement is not required in connection with the sale of substantially all of the Debtors' assets. Additionally, IP2IPO Innovations Limited (formerly known as Imperial Innovations Limited) has consented to the assumption and assignment of the Debtors' rights under the Imperial License. As of the date of the Motion, the Debtors have not entered into a Stalking Horse APA for their Assets. They intend to run a robust post-petition marketing process and anticipate that such efforts will ultimately result in securing a purchaser for the Assets. Accordingly, the Bidding Procedures also permit them to select a Stalking Horse Purchaser in their business judgment (upon consultation with the Consultation Parties) up to and including Jan. 28, 2020. This flexibility will allow the Debtors to continue to work towards securing a stalking horse bid as a backstop to the sale process while enabling the post-petition sale process, including a marketing campaign and auction, to proceed as efficiently and economically as possible, consistent with the terms of the Bidding Procedures. Contemporaneously with the Motion, the Debtors filed the DIP Motion asking approval of the JMB DIP Facility with JMB. Although the Debtors expect that access to the JMB DIP Facility will provide them sufficient liquidity to consummate the Sale, time is of the essence. Given the significant costs associated with the ongoing operations of the Debtors' business and their current financial condition, the DIP Lender has established these strict milestones for the sale process: a. 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 in its sole discretion; b. Within one day of the Petition Date, file a motion, to approve bidding procedures for the Sale in form and substance acceptable to the Lender, it is sole discretion; c. Within one day of the Petition Date, file a motion to retain a financial advisor in form and substance acceptable to the Lender, it is sole discretion; d. Within one day of the Petition Date, file a motion to retain an investment banker for the purpose of marketing the Collateral and conducting the Sale in form and substance acceptable to the Lender, it is sole discretion; e. Within five days of the Petition Date, cause such 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; f. Within 24 days of the Petition Date, obtain an order of the Bankruptcy Court, in form and substance acceptable to the Lender in its sole discretion, approving the Bid Procedures; g. Within 24 days of the Petition Date, obtain an order of the Bankruptcy Court, in form and substance acceptable to the Lender in its sole discretion, approving retention of the financial advisor. h. Within 24 days of the Petition Date, obtain an order of the Bankruptcy Court, in form and substance acceptable to the Lender in its sole discretion, approving retention of the investment banker; i. Within 25 days of the Petition Date, obtain entry of the Final Order; j. Name a stalking horse bidder that is acceptable to Lender in its reasonable discretion no later than Jan. 28, 2020. k. Commence and conclude auction in accordance with Bid Procedures no later than Feb. 21, 2020. l. 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 Feb. 24, 2020. m. Close the Sale no later than Feb. 26, 2020. The Debtors are in the process of soliciting bids for all of their Assets, or any number or combination thereof, in accordance with the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 19, 2020 b. Initial Bid: Such bid must equal at least (i) the value of the purchase price set forth in such Stalking Horse Bid, plus (ii) the amount of the Bid Protections provided to such Stalking Horse Purchaser, plus (iii) $100,000 c. Deposit: 10% of the purchase price provided for in the Modified APA d. Auction: The Auction will be held on Feb. 21, 2020 at 9:00 a.m. (ET) at Ashby & Geddes, 500 Delaware Avenue, 8th Floor, Wilmington, Delaware 19801, or such other date and time as the Debtors (after consultation with the Consultation Parties) may notify Qualifying Bidders who have submitted Qualifying Bids. e. Bid Increments: $100,000 f. Sale Hearing: Feb. 24, 2020 at TBD (ET) g. Sale Objection Deadline: Jan. 29, 2020 at 4:00 p.m. (ET) h. Closing: Feb. 26, 2020 As set forth in the Bidding Procedures, the Debtors may accept a Stalking Horse Bid from the Stalking Horse Purchaser and enter into a Stalking Horse APA with the Stalking Horse Purchaser. Absent further order of the Court, the Stalking Horse APA will limit the break-up fee to an amount no greater than 3% of the Stalking Horse Bid and expense reimbursement in an amount not to exceed $250,000. In the event that the Debtors determine that the Bid Protections must exceed these amounts, the Debtors will request that the Court hold a hearing on the approval of any such greater Bid Protections on an expedited basis. The Debtors will file the Stalking Horse Notice no later than Jan. 28, 2020 identifying the Stalking Horse Purchaser and the Bid Protections and attaching a copy of the Stalking Horse APA, which competing Qualifying Bidders must then use as the basis to submit their Qualifying Bids. Consistent with the Milestones, as well as the Debtors' need to consummate a sale of the Assets as quickly and efficiently as possible, the Debtors propose the following key dates and deadlines for the sale process: a. Jan. 8, 2020 - Assumption Notice Deadline b. Jan. 21, 2020 at 5:00 p.m. (ET) - Deadline to Submit Non-Binding Indications of Interest c. Jan. 28, 2020 - Deadline to File and Serve Stalking Horse Notice and Stalking Horse APA d. Jan. 29, 2020 at 4:00 p.m. (ET) - Sale Objection Deadline e. Jan. 29, 2020 at 4:00 p.m. (ET) - Cure Objection Deadline f. Feb. 19, 2020 - Bid Deadline g. Feb. 20, 2020 - Deadline to Designate Qualifying Bids h. Feb. 20, 2020 - Deadline to Designate Baseline Bid i. Feb. 20, 2020 - Deadline to File and Serve Reply to Sale Objections j. Feb. 21, 2020 at 9:00 a.m. (ET) - Auction k. As soon as reasonably practicable after the Auction - Deadline to File and Serve Post-Auction Notice l. As soon as reasonably practicable after the Auction - Deadline to File Proposed Sale Order and Successful Bidder's APA m. At or before the Sale Hearing - Contract Objection Deadline n. Feb. 24, 2020 at (TBD) (ET) - Sale Hearing o. Feb. 26, 2020 - Closing of the Sale The Debtors also ask approval of the Sale Notice. Within two business day after entry of the Bidding Procedures Order, the Debtors shall file and serve the Sale Notice on all Sale Notce Parties. Theywill also post the Sale Notice and the Bidding Procedures Order on the website of their proposed claims and noticing agent, Omni Agent Solutions, located at https://www.omniagentsolutions.com/NeuroproteXeon. In connection with the Sale, the Debtors may aask to assume and assign to the Successful Bidder (or their designated assignee(s)) the Potentially Assumed Contracts in accordance with the Assumption and Assignment Procedures. At the Sale Hearing, the Debtors will ask Court approval of the assumption and assignment to the Successful Bidder of the Selected Assumed Contracts. They reserve any and all rights with respect to any Potentially Assumed Contracts that are not ultimately designated as Selected Assumed Contracts. The sale will be free and clear of all Encumbrances. Any Encumbrances asserted against the Assets be transferred to and attach to the proceeds of such Sale, solely to the extent any such proceeds exist after payment in full of obligations owing by the Debtors under the DIP Loan Documents in accordance with the terms and conditions of the DIP Order. The Debtors ask for authorization to select a Stalking Horse Purchaser and enter into a Stalking Horse APA, in the exercise of their business judgment and in accordance with the Bidding Procedures, and to offer Bid Protections, including a Break-Up Fee and Expense Reimbursement, is appropriate in these circumstances. They respectfully reserve the right to ask approval of a break-up fee and expense reimbursement in excess of the Bid Protections on an expedited basis. Among the Potentially Assumed Contracts are various license agreements, including the MNK License Agreement and the Linde License Agreement. Each provides that the consent of MNK and Linde, respectively, to the assignment of the license agreement is not required in connection with the sale of substantially all of the Debtors' assets. Additionally, IP2IPO Innovations has consented to the assumption and assignment of the Debtors' rights under the Imperial License. Accordingly, they respectfully ask the Court approves the proposed assumption and assignment of the Potentially Assumed Contracts and find that all anti-assignment provisions are unenforceable under section 365(f) of the Bankruptcy Code. The Debtors propose that the DIP Lender, in its capacity as such, who holds claims that are secured by valid, binding, enforceable, non-avoidable and perfected liens on and security interests in substantially all of the Assets pursuant to the terms of the DIP Order, be entitled to credit bid all or a portion of the DIP Obligations under section 363(k) of the Bankruptcy Code and as provided for in the DIP Order and Bidding Procedures. Finally, any delay in the Debtors' ability to consummate the Sale would be detrimental to the Debtors, their creditors and estates and would impair their ability to take advantage of the substantial cost-savings that can be achieved by an expeditious closing of the Sale. They ask that the Court waives the 14-day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. A copy of the Bidding Procedures is available at https://tinyurl.com/wswnqo9 from PacerMonitor.com free of charge. 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 Dec. 16, 2019. In the petitions signed by James McAuliffe, CFO, NeuroproteXeon was estimated to have less than $50,000 in assets and less than $10 million in liabilities. Judge Mary F. Walrath is assigned to the cases. 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. NULIFE MULHOLLAND: US Trustee Asks for Patient Care Ombudsman ------------------------------------------------------------- The United States Trustee's Application for order directing the appointment of a patient care ombudsman for NuLife Mulholland LLC came on for hearing. No response was filed to the application and the appearances were made as reflected on the record. Accordingly, the Court has ordered that the United States Trustee is directed to appoint a disinterested patient care ombudsman pursuant to Bankruptcy Code. The Ombudsman will perform the duties and may apply for compensation herein. A full-text copy of the order is available at https://tinyurl.com/yk2xk65o from PacerMonitor.com at no charge. About Nulife Mulholland NuLife Mulholland LLC owns and operates an addiction treatment center in California. The Company owns in fee simple 11.2 acres with 7400 square foot house and 800 square foot guest house located in Calabasas, California having an appraised value of $7 million. The Company also owns in fee simple a two-acre lot with small vineyard valued at $750,000. NuLife sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12407) on Sept. 24, 2019. In the petition signed by its managing member, John D. Meints, Jr., the Debtor disclosed $8,028,177 in assets and $5,180,697 in debt. Judge Martin R. Barash is assigned to the case. The Law Offices of Robert M. Yaspan serves as the Debtor's counsel. PARK MONROE: Northeast Brooklyn Plan Effective Dec. 24, 2019 ------------------------------------------------------------ The effective date of Northeast Brooklyn Partnership's Amended Chapter 11 Plan confirmed by order dated December 13, 2019, occurred on Dec. 24, 2019. As reported in the Troubled Company Reporter, Northeast Brooklyn Partnership, a debtor-affiliate of Park Monroe Housing Development Fund Corporation, has filed a Chapter 11 plan. The Plan provides for the Debtor to sell its key assets, the Debtor's five residential buildings in Brooklyn, New York, and pay creditors from the proceeds of sale. General unsecured claims will be paid by the Debtor, in cash, on a pro-rata basis. The Debtor projects an estimated distribution of approximately 6 cents on the dollar on General Unsecured Claims. A full-text copy of the Amended Disclosure Statement dated Oct. 29, 2019, is available at https://tinyurl.com/yxgmubas from PacerMonitor.com at no charge. A full-text copy of the notice dated Dec. 27, 2019, is available at https://tinyurl.com/yef8kxxk from PacerMonitor.com at no charge. Northeast Brooklyn is represented by: ARCHER & GREINER, P.C. Allen G. Kadish Harrison H.D. Breakstone 630 Third Avenue New York, New York 10017 Tel: (212)682-4940 E-mail: akadish@archerlaw.com hbreakstone@archerlaw.com About Park Monroe Housing Development Park Monroe Housing Development Fund Corporation is a not-for-profit and tax-exempt corporation that develops a housing project for persons of low income, pursuant to Section 573 of Article XI of the New York Private Housing Finance Law. The Company's primary tangible assets are located at 477 Saratoga Avenue a/k/a 1352-1354 East New York Avenue, Brooklyn, N.Y.; 1350 Park Place, Brooklyn, N.Y.; 180 Grafton Street, Brooklyn, N.Y.; 257 Mother Gaston Boulevard, Brooklyn, N.Y.; and 249-251 Mother Gaston Boulevard, Brooklyn, N.Y. 984-988 Greene Avenue Housing Development Fund is a not-for-profit corporation whose tangible assets are properties located at 984-988 Greene Avenue, Brooklyn, N.Y. Its assets are used consistent with its charitable purposes of providing affordable housing units for families of low income in the central sections of Brooklyn, N.Y. Northeast Brooklyn Partnership is a for-profit partnership whose primary tangible assets are properties located at 409 Kosciuszko Street, Brooklyn, N.Y.; 403 Kosciuszko Street, Brooklyn, N.Y.; 399 Kosciuszko Street, Brooklyn, N.Y.; 397 Kosciuszko Street, Brooklyn, N.Y.; 675 Halsey Street, Brooklyn, N.Y.; and 671 Halsey Street, Brooklyn, N.Y. Park Monroe and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 19-40820 to 19-40823) on Feb. 11, 2019. The petitions were signed by Jeffrey E. Dunston, president and CEO. At the time of filing, the Debtors were each estimated to have assets and liabilities under $10 million. The Debtors are represented by Allen G. Kadish, Esq., of Archer & Greiner, P.C. PDC ENERGY: S&P Upgrades ICR to 'BB' on Close of SRC Acquisition ---------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Denver-based PDC Energy Inc. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised the rating on PDC's unsecured notes to 'BB' from 'BB-'. The recovery rating is '3', reflecting its expectation of meaningful (50%-70%; rounded estimate: 65% cap) recovery in the event of default. The upgrade reflects S&P's expectation that PDC's financial measures will improve following the close of its acquisition of SRC Energy Inc., combined with the company's increased contiguous acreage position in the DJ Basin, which should provide some economies of scale and help support improved financial measures. S&P expects PDC will continue to maintain a modest financial policy, indicated by its all-stock transaction with SRC. In addition, the rating agency expects the company to increase its oil-weighted production over time to 40%-42%, which will continue to support cash flow and profitability measures. The stable outlook reflects S&P's expectation that PDC Energy will maintain a conservative financial policy and align spending with cash flows while continuing to develop its DJ Basin and Permian Basin assets over the next 12 months. As a result, the rating agency forecasts the company will maintain FFO to debt of at least 60% over the same period. "We could lower the rating on PDC Energy if a period of lower commodity prices led to a decline in profitability or if management pursued a more aggressive spending plan, resulting in weaker credit measures, including FFO to debt below 45% on an ongoing basis," S&P said. "We could raise our rating on PDC Energy if the company increased its proved developed reserves to levels more comparable with higher-rated peers, while maintaining moderate credit measures and at least adequate liquidity. In addition, we would want to see PDC Energy generate free cash flow and establish a track record as a larger company while continuing to build-out its Delaware Basin assets, providing for regional diversification," the rating agency said. PG&E CORP: Has Deal with Ad Hoc Noteholder Committee on Exit Plan ----------------------------------------------------------------- PG&E Corporation and Pacific Gas and Electric Company said Wednesday they have reached an agreement with all claim holders who executed commitment letters in support of the alternative Chapter 11 Plan of Reorganization filed by the Ad Hoc Committee of Senior Unsecured Noteholders in PG&E's Chapter 11 cases. The Ad Hoc Noteholder Committee will withdraw its Alternative Plan of Reorganization and support the PG&E Plan upon entry of an order approving the Restructuring Support Agreement (RSA) by the Bankruptcy Court. The agreement resolves all issues related to the treatment of pre-petition funded debt of the Utility, including post-petition interest amounts and make-whole premiums, under PG&E's Chapter 11 Plan of Reorganization. "Reaching a resolution with the bondholder group is a positive development to move forward with our Plan of Reorganization. This agreement helps achieve our goals of fairly compensating wildfire victims, protecting customers' bills and emerging from Chapter 11 as the utility of the future that our customers and communities expect and deserve," said CEO and President of PG&E Corporation Bill Johnson. "Over the last several months, we made significant progress in our Chapter 11 cases. We have settled with all pre-petition wildfire victims' groups—individuals, insurance companies and public entities—and we've now reached an agreement with the bondholder group. We remain focused on working with key stakeholders, including elected officials and our state regulator, on how PG&E will look, act, and be held accountable as we emerge from Chapter 11," said Johnson. PG&E and the Consenting Noteholders have agreed to the treatment of all pre-petition Utility funded debt under the PG&E Plan through a combination of: -- New notes to be issued by the Utility in satisfaction of existing high-coupon, long-dated senior notes, senior notes with near-term maturities, and funded bank debt (including revolving loans, term loans, and the pollution control bonds); -- Reinstatement of all other senior notes; and -- Customary debt placement fees and reimbursements. The new notes to be issued under the PG&E Plan will save the company's customers approximately $1 billion. Savings are achieved by replacing high-coupon, long term notes with newly issued, lower cost debt. This will reduce the weighted average coupon of PG&E's debt, consistent with the guidance given to the California Public Utilities Commission (CPUC) in PG&E's cost of capital proceedings. Further, customers will have certainty with respect to financing costs without paying hedging fees. The pre-petition debt addressed by the settlement represents PG&E's normal course borrowings for infrastructure investments, among other things, financed through the capital markets before it filed for Chapter 11. The agreement is subject to a number of conditions, including that the debt to be issued by the Utility have an investment grade rating at emergence from Chapter 11, and is to be implemented pursuant to the PG&E Plan, which is subject to confirmation by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code. The agreement is also subject to, among other things, the holders of at least two-thirds of the principal amount of each class of notes being refinanced signing the agreement by January 28, 2020. Bankruptcy Court approval of the agreement would be yet another important step to put PG&E on a sustainable path forward to resolve the Chapter 11 cases by the June 30, 2020 deadline to participate in the State of California's go-forward wildfire fund established by Assembly Bill (AB) 1054. The agreement follows previous settlements with the Official Committee of Tort Claimants and major groups of wildfire victims. PG&E has reached agreements with all pre-petition wildfire victims' groups—individuals, insurance companies and public entities. These include: -- A settlement valued at approximately $13.5 billion to resolve all remaining wildfire claims, including individual claims, relating to the 2015 Butte Fire, the 2017 Northern California Wildfires (including the 2017 Tubbs Fire), and the 2018 Camp Fire pursuant to the terms of the PG&E Plan. The PG&E Plan has the support of the Official Committee of Tort Claimants and firms representing approximately 70% of all individual wildfire victims. -- Settlements with two major groups of wildfire claims holders, including a $1 billion settlement with cities, counties, and other public entities, and an $11 billion agreement with insurance companies and other entities that have already paid insurance coverage for claims relating to the 2017 and 2018 Northern California wildfires. Overview of the PG&E Plan The PG&E Plan would accomplish these: -- Position the company to attract low cost capital in support of its wildfire mitigation plan; -- Put PG&E on a path to help the state meet its clean energy goals and become the company that customers and communities expect and deserve; -- Compensate wildfire victims from a trust funded for their benefit in the amount of approximately $13.5 billion in accordance with the terms of the Tort Claimants RSA; -- Compensate insurance subrogation claimants from a trust funded for their benefit in the amount of $11 billion in accordance with the terms of the Subrogation Claims Settlement and RSA; -- Pay $1 billion in full settlement of the claims of certain public entities like cities and counties relating to the wildfires, as previously announced; -- Satisfy in full all pre-petition funded debt obligations, all pre-petition trade claims and all prepetition employee-related claims; -- Assume all power purchase agreements and community choice aggregation servicing agreements; -- Assume all pension obligations, other employee obligations, and collective bargaining agreements with labor; and -- Provide for funding PG&E's future participation in the state wildfire fund established by AB 1054. PG&E is committed to working with all stakeholders to confirm and implement the PG&E Plan, to obtaining regulatory approval from the CPUC consistent with AB 1054, and to achieving confirmation of the Plan by the Bankruptcy Court in advance of June 30, 2020. PG&E expects to amend its Plan of Reorganization in the coming weeks. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PLAINS END: Fitch Hikes Sr. Sec. Bonds to BB+, Outlook Stable ------------------------------------------------------------- Fitch Ratings upgraded Plains End Financing LLC's senior secured bonds to 'BB+' from 'BB'. Fitch has also affirmed the subordinated secured bonds at 'B+'. The Rating Outlook for both the senior secured and subordinate secured bonds is Stable. RATING RATIONALE The upgrade reflects the successful completion of three planned major maintenance events at the two gas peaking facilities in 2019. The final major maintenance event is slated for completion in January 2020; the cost of which is fully covered under the project's long-term maintenance and service agreement (LTSA), and represents the final planned major maintenance activity through the project's power purchase agreements (PPA) and debt tenor. The upgrade also reflects the project's continued stable financial performance, evidenced by its low dispatch levels and improved coverage metrics that are supported by a stabilized cost profile. The ratings reflect expectations of continued stable operations and cost profile. The project benefits from a fixed-price tolling agreement with an investment-grade counterparty. However, the cash flow profile is susceptible to fluctuations in project dispatch and operating costs, resulting in an average rating case debt service coverage ratio (DSCR) of 1.34x for the senior notes through the senior debt's maturity in 2028. Additionally, the junior note's three-notch rating difference reflects potential refinance risk, structural subordination, and a minimum consolidated rating case coverage of 1.10x through the subordinated debt's maturity in 2023. KEY RATING DRIVERS Operational Stability Mitigates Cost Increases - Operation Risk: Midrange The project consisting of two peaking facilities (PEI and PEII) was designed to provide backup generation for nearby wind projects due to the intermittency of wind resources. Operating costs fluctuate based on the level of dispatch and, in the past, heightened dispatch substantially accelerated the timing of planned major maintenance events. However, dispatch has decreased from the 2008 high and future operating risk is partially mitigated by strong availability and a stabilized cost profile. Low Supply Risk - Supply Risk: Stronger The PPAs with Public Service Company of Colorado (PSCo; A-/Stable) are tolling-style agreements. Under the contracts, all variable fuel expenses are passed through to PSCo, subject to heat rate adjustments. The contracts represent a stronger attribute that limits the fuel supply risk to the project. Stable Contracted Revenues - Revenue Risk: Midrange The project benefits from stable and predictable revenues under two 20-year fixed price PPAs with a strong utility counterparty, PSCo. Under the tolling-style agreements, PEI and PEII receive substantial capacity payments that account for approximately 88% of consolidated revenues. However, energy margins may not sufficiently fund accelerated overhaul expenses resulting from increased dispatch. Typical Structural Features- Debt Structure: Midrange (Senior) Plains End's senior debt has standard structural features, including a forward and backward looking dividend lock-up at 1.20x consolidated DSCR, a six-month debt service reserve, and is both fully amortizing and fixed rate. Refinance Risk for Subordinated Debt- Weaker (Subordinate) While the senior debt benefits from a typical project finance structure, the 'B+' rating on the subordinate notes reflects the potential for refinance risk in 2023 if the project is unable to meet target amortization amounts. Under the Fitch rating case, which demonstrates the effect of reduced cash flow to the subordinate tranche, sufficient cushion remains to repay the sub notes by 2023. If the project only pays the minimum amortization payments, there would be a balloon in 2023 for the outstanding amount. Plain's End management team has confirmed that the project has met all target amortization to date. Financial Profile Historical average coverage ratios have remained consistent with Fitch's rating case metrics. Under Fitch's rating case, which incorporates increased dispatch to accelerate costs as well as a 5% increase in operating costs and a 10% increase for major maintenance, the average senior DSCR is 1.34x with a minimum of 0.92x during the final year. The consolidated DSCR for the subordinate bonds averages 1.13x with a minimum of 1.10x. PEER GROUP Mackinaw Power, LLC (BBB-/Stable) is a portfolio of natural gas-fired plants that operates under tolling agreements similar to Plains End. However, Mackinaw benefits from adequate cost recovery from higher dispatch. Mackinaw's average rating case DSCR is 1.46x, resulting in the higher rating. Lower rated projects typically exhibit higher sensitivity to operational stresses and have lower rating case coverages. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- For the senior bonds, improvements in cost savings, structural revenue enhancements, or any other material improvements to cash flow resulting in coverage exceeding 1.4x on average in the rating case. -- For the subordinate bonds, improvements in cost savings, structural revenue enhancements, or any other material improvements to cash flow resulting in a consolidated coverage profile exceeding 1.2x in the rating case. Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- Sustained increased dispatch that accelerates major maintenance, or any increase in costs, that negatively impacts cash flow and financial metrics to below rating case expectations. CREDIT UPDATE September (3Q) 2019 YTD operating performance was favourable with overall dispatch low at less than 1%, leading to energy and ancillary revenues that represented approximately 0.3% and 12.0% of total revenues, respectively. Management attributes the lower dispatch levels to the increased presence of hydro and renewable power facilities and anticipates dispatch levels to remain level at approximately 1%. Plant availability remained high at 99.9% and capacity payments, the project's largest source of income, remained stable at about 88.0% of total revenues. Fitch views favorably that the project has continued benefiting from a low capacity factor as sustained increases in dispatch and resulting energy sales may not fully compensate for the increases in associated maintenance costs. 3Q 2019 YTD revenues were generally stable as capacity payments exceeded budget with ancillary revenues performing 1.2% below budget, leading to total revenues that exceeded budgeted expectations. A combination of lower operation and maintenance costs and lower than budgeted payroll expenses led to a decrease in operating expenses relative to management's 3Q 2019 YTD estimates. Additionally, the project's planned deposit into its major maintenance reserve account was made in accordance with budget, experiencing no unplanned escalation in quantum. YTD operating results through November 2019 show that the project's operational and financial performance has remained stable. Total operating revenues have remained within 0.1% of budget at $22.8 million, while operating expenses have remained under budget. The project's availability has remained strong at nearly 100% and capacity factor has remained under budget (0.4% for PEI, 0.7% for PE2). Fitch views Plains End's performance favorably, and believes that the project's fiscal 2019 performance is likely to represent another year of solid financial and operational performance. PEII completed two 12,000 hour major maintenance overhauls and one 16,000 hours overhaul in 2019, with no abnormal conditions identified. Plains End plans to complete the remaining 12,000 hour overhaul in January 2020, representing the last planned major maintenance through the life of the project's PPAs. All major maintenance is covered under the project's LTSA. The scheduled nature of the final overhaul should minimize any impact to availability. Management has advised that any further major maintenance would require the plant's running hours to increase such that capacity factor reaches a level of 4-5% over for a duration of several years. As such, there are no further major overhauls expected for PEI and PEII over the remaining debt term due to the expected low dispatch of the project. Fitch is awaiting final results for 4Q 2019; however, 3Q 2019 YTD performance led to a Fitch-calculated DSCR of 1.37x (senior) and 1.12x (consolidated). Fitch views the project's 3Q 2019 performance favorably, as the 2019 Fitch base case estimated DSCR of 1.36x (senior) and 1.11x (consolidated), although the Fitch base case metrics were estimated for fiscal year end performance. The project is poised to perform approximately at the Fitch base case level for fiscal 2019, should the project's solid performance persist through the close of 4Q 2019. FINANCIAL ANALYSIS Fitch's base case assumes a forced outage rate of 0.8%, 99.2% availability, an average heat rate of 9,036 Btu/kWh, consolidated capacity factor of 1.6%, and a 2.5% cost escalator. The resulting profile produces an average senior DSCR of 1.38x and minimum of 0.95x. The final year of repayment is adequately supported by liquidity available in the debt service reserve account. On a consolidated basis for evaluation of the subordinate bonds, the DSCR averages 1.16x with a minimum of 1.13x. Fitch's rating case assumes a forced outage rate of 1.0%, 99.0% availability, consolidated capacity factor of 1.6%, and elevated costs 5.0% above the base case. Major maintenance reserve deposits are also elevated. The resulting profile produces an average senior DSCR of 1.34x and minimum of 0.92x and, for the subordinate bonds, an average consolidated DSCR of 1.13x and a minimum of 1.10x. Plains End consists of two peaking facilities located in Arvada, Jefferson County, Colorado with a combined capacity of 228.6MW, used primarily as a back-up for wind generation, as well as other generation sources. The project is indirectly owned by Tyr Energy (50%), John Hancock (35%) and Prudential (15%). Combined cash flows from both plants service the obligations under the two bond issues. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of Environmental, Social and Governance (ESG) credit relevance is a score of 3. This signals that ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. PLATINUM PROPERTY: Case Summary & 4 Unsecured Creditors ------------------------------------------------------- Debtor: Platinum Property Holdings Incorporated 5235 W. Lake St. Chicago, IL 60644 Business Description: Platinum Property Holdings Incorporated is a privately held company in Chicago, Illinois. Chapter 11 Petition Date: January 21, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-01792 Judge: Timothy A. Barnes Debtor's Counsel: Ben Schneider, Esq. SCHNEIDER & STONE 8424 Skokie Blvd. Suite 200 Skokie, IL 60077 Tel: 847-933-0300 E-mail: ben@windycitylawgroup.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Adiran Searcy, president. A copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/Rqmz21 RADIOLOGY PARTNERS: S&P Rates New $610MM Unsecured Notes 'CCC+' --------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating and '6' recovery rating to the proposed $610 million senior unsecured notes issued by Radiology Partners Inc., a subsidiary of Radiology Partners Holdings LLC. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. At the same time, S&P revised its recovery estimates on the first-lien debt to 60% from 55% based on higher enterprise value due to higher fixed charges available to the first-lien debtholders. The company will use the proceeds from this proposed issuance to refinance its revolver borrowings and repay all of existing second-lien term loan. S&P's view on 'B' issuer credit rating and negative outlook on Radiology Partners Holdings LLC remains unchanged and continues to reflect the company's aggressive growth strategy in a very fragmented industry, narrow scope of its business and significant reimbursement risk. RECOVERY ANALYSIS Key analytical factors: -- RP's capital structure consists of a $300 million first-lien revolver due 2024, $1.4 billion first-lien term loans due 2025, and $610 million senior unsecured notes due 2028. -- In S&P's simulated default scenario, it assumes the revolver will be 85% drawn, LIBOR of 250 basis points at default. -- Given the continued demand for its services, S&P believes RP would remain a viable business and would therefore reorganize rather than liquidate following a hypothetical payment default. Consequently, it has used an enterprise value methodology to evaluate recovery prospects. -- S&P valued the company on a going-concern basis using a 5.5x multiple of its projected EBITDA at default, which is consistent with the multiple used for similar health care services companies. Simulated default assumptions: -- Simulated year of default: 2023 -- EBITDA at emergence: $200.7 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1,048.5 million -- Collateral value available to secured creditors: $1,048.5 million -- Secured first-lien debt: $1,652 million -- Recovery expectations: 50%-70%; rounded estimate: 60% -- Total value available to unsecured claims: $0 million -- Total unsecured claims: $1,250 million -- Recovery expectations: 0%; rounded estimate: 0% RENTPATH LLC: S&P Withdraws 'CCC-' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings withdrew its ratings on RentPath LLC, including the 'CCC-' issuer credit rating because of insufficient information. On Jan. 17, 2020, S&P withdrew all its ratings on U.S.-based online apartment listing company RentPath LLC (CCC-/Negative/--), including the ratings on the company's senior secured first-lien and second-lien debt. The withdrawal is because of a lack of sufficient information of quality needed to maintain the ratings. RIVOLI & RIVOLI: May Continue Using Cash Collateral Until March 31 ------------------------------------------------------------------ Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York authorized Rivoli & Rivoli Orthodontics, P.C., to use cash collateral in the ordinary course of its business through March 31, 2020 in accordance with the Fifth Interim Order and with those income and expense projections set forth in the budget within a 1% variance. A further hearing on the Debtor's use of cash collateral will be held on Jan. 30, 2020 at 9:00 a.m. The Debtor may use the cash collateral in which the Secured Creditors -- Internal Revenue Service, the Lyons National Bank, the New York State Department of Taxation and Finance and Spring Pines Dental Care, LLP -- have or claim lines or security interests. The Secured Creditors are granted rollover replacement liens in post-petition assets of the Debtors, of the same relative priority and on the same types and kinds of collateral as they possessed pre-petition, to the extent of cash collateral actually used and not paid down by the Debtors, effective as of the date of the filing of the case. In addition, the Debtor will continue making monthly adequate protection payments: (a) to the IRS in the amount of $11,500; (b) to Lyons Bank in the amount of $2,000; (c) NYS Tax in the amount of $1,000; and (d) to Spring Pines in the amount of $2,000. A copy of the Fourth Interim Order is available for free at https://is.gd/PydAee from Pacermonitor.com About Rivoli & Rivoli Orthodontics Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com/ -- offers orthodontic services with locations in Spencerport, Rochester, Webster, and Brockport New York. Rivoli & Rivoli Orthodontics, P.C. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-20627) on June 21, 2019. In the petition signed by Peter S. Rivoli, president, the Debtor estimated $233,492 in assets and $1,778,831 in liabilities. Daniel F. Brown, Esq. at Andreozzi Bluestein LLP, is the Debtor's counsel. RL BROOKS TRUCKING: Schultz Buying Trailer & Tractor for $40K ------------------------------------------------------------- RL Brooks Trucking, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of (i) a 1996 Peterbuilt tractor, VIN 1XPADB0X0TN394073, and (ii) a 2013 Eager Beaver trailer, VIN 35G112SFZ476EL078911, to Jerome Schultz for a total price of $40,000, subject to higher and better offers. The Debtor operates an over the road trucking company specializing in the oil and gas industry. The Assets are property of the estate. The Debtor's investigation into the matter reveals that Northwest Bank has a lien against the Assets. Northwest is a financial institution with notice to its counsel, James F. Grenen, Esquire, Grenen & Birscic, P.C., One Gateway Center, Ninth Floor, 420 Duquesne Boulevard, Pittsburgh, Pennsylvania 15222. Northwest, through counsel, has consented to the sale of the Assets. The Debtor has received an offer to purchase the Assets from the Buyer, 308 Lellock Road, Punxsutawney, Pennsylvania 15767, for a total price of $40,000. The proposed purchaser has no relationship with the Debtor and/or its counsel. The Debtor believes and therefore avers that the best interests of the estate and its creditors will be served by the Court authorizing the sale of the Assets, free and clear of all third party interests, liens, claims, charges and/or encumbrances against the same, specifically including but not limited to Northwest, including but not limited to its security interest. To assure that the sale is a sale for the market value of the Assets, higher and better offers for said Assets, as one lot, will be accepted at the time of the hearing on the sale of the Asset. Both items being exposed to sale must be purchased as one lot and not as individual items. Bidding at the time of hearing will be in $500 increments. The Debtor belied and therefore avers that the aforesaid method of sale is fair and reasonable, and in the best interest of this estate, and that a higher and better price would not be obtained through continued marketing of the Assets. The Assets will be sold free and clear of all liens, security interests, claims, charges, interests, and all encumbrances of any kind or nature whatsoever, all of which will be divested from the Assets and attach to the proceeds of the sale. The sale of the Assets will be a sale of the Assets in "as is, where is" condition without any representations or warranties of any kind whatsoever. The successful buyer will be required to deposit a nonrefundable deposit in the amount of 10% of the purchase price at the time of the approval of the sale by the Court, with the balance to be paid at closing, which will occur on out before 30 days from the sate the Order of Sale becomes final, time being of the essence, with all such payments to be paid to the Debtor's counsel by certified check, cashier's check or wire transfer made payable to the Bankruptcy Estate of RL Brooks Trucking, LLC, to be held in escrow and disbursed in accordance with the Order of Court approving the within sale. Possession will be delivered at closing, which will occur within said time frame at a mutually agreeable time at the offices of Spence, Custer, Saylor, Wolfe & Rose, LLC, 1067 Menoher Boulevard, Johnstown, Pennsylvania 15905, or such other location as may be agreed upon in writing by the parties. Title will be conveyed by a DIP's Quitclaim Bill of Sale. The Debtor and its representatives are specifically authorized to convey title to the Assets and execute any and all documents necessary to effectuate the transfer of the Assets. In the event of the failure of the purchaser to lose within the required time frame, (or such extensions, not to exceed 30 days as the Debtor, in its sole and exclusive discretion, may accord to the Purchaser), for other than the inability/refusal of the Debtor to close, the Debtor, may, at its option, declare a default, retain the deposit for the benefit to the estate, and re-sell the Assets, in which case the purchaser will be liable for any deficiency, unless said failure or refusal to close is the result of the failure of the Debtor/Estate to have complied with the terms of the Motion and related Order. Sales tax, transfer fees or any other such fee, if any are due as a result of the sale, will be paid by the Buyer. The proceeds of the sale of the Assets will be used as follows, to wit: a. First, to the costs of sale, specifically including but not limited to payment for advertising, printing, mailing and notice fees; the Debtor's counsel fees incurred in filing and drafting the sale motion, representing the Estate at the hearing and obtaining an order authorizing the sale, Bill of Sale preparation fees and closing on the same and other such costs as may be properly incurred to effect said closing; b. Next, the sum of $5,000 to the Bankruptcy Estate of RL Brooks Trucking, LLC to be held in an estate account pending further Order of Court; and c. The remaining funds will be paid to liens against the Assets in the order of their priority with any funds payable on disputed liens to be held in escrow pending resolution of any disputes related to the same. A hearing on the Motion was set for Jan. 10, 2020 at 11:00 a.m. About RL Brooks Trucking RL Brooks Trucking, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70617) on Oct. 2, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffery A. Deller. Kevin J. Petak, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, is the Debtor's legal counsel. ROCKPOINT GAS: S&P Downgrades ICR to 'B+' on Weak Credit Metrics ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Calgary, Alta.-based Rockpoint Gas Storage Partners L.P. (Rockpoint) to 'B+' from 'BB-' and its issue-level rating on the senior secured debt of the company's subsidiary, Rockpoint Gas Storage Canada Ltd. to 'B+' from 'BB-'. The '4' recovery rating on the debt is unchanged. S&P revised its forecasts on Rockpoint to reflect weaker forecast financial metrics. The rating agency is forecasting debt-to-EBITDA of close to 6.0x, compared with 5.0x-5.5x in its previous forecast, which is above its expected leverage for the rating. The weakness in credit metrics can be attributed to the persistent weak market and access conditions that include transportation curtailments on TC Energy Corp.'s (BBB+/Stable/--) NGTL system in Alberta. S&P forecasts EBITDA of about $80 million-$90 million for the fiscal year ending March 31, 2020, compared with its previous forecast of $90 million-$100 million. This is due to the fact that Rockpoint has not been able to fully capitalize on Alberta's higher storage values as a result of the transportation curtailments. S&P's negative outlook also reflects the uncertainty pertaining to the company's ability to obtain commercially acceptable contracts during the rating agency's outlook period. The negative outlook reflects S&P Global Ratings' expectation that financial metrics will remain under pressure over the next 12 months and cash flow generation will remain volatile in the absence of a material pickup in longer-term contracts. "We could lower the rating if debt-to-EBITDA further deteriorates below 6.0x. This could occur if there is a protracted contraction in natural gas seasonal spreads or if the North American gas market forward prices remain lower than spot prices for a long period, discouraging gas storage. In addition, the absence of a material increase in longer-term contracts and improved contracting strategy will increase cash flow volatility and overall business risk and could result in further rating actions," S&P said. "We could revise the outlook to stable during our outlook horizon if debt-to-EBITDA declined and was sustained below 5.5x. This could result from a significant increase in longer-term storage contracts, which would improve cash flow stability," the rating agency said. RYAN HINTON: $230K Sale of Five Trailers to Millsource Approved --------------------------------------------------------------- Judge Terry L. Myers of the U.S. Bankruptcy Court for the District of Idaho authorized Ryan Hinton, Inc. (a) to assume the Lease with Vehicle Lenders Group, LLC ("Trucklenders") for two 2018 IMCO 50' Tanderm Trailers, also known as Trailers 010 and 012, as follows: (i) Trailer 010 - 2018 IMCO 50' Tanderm Trailer, VIN 1M9S50280J1041010; and (ii) Trailer 012 - 2018 IMCO 50' Tanderm Trailer, VIN 1M9S50284J1041012; and (b) to sell the following five Trailers to Millsource, Inc., doing business as Woodgrain Distribution, for $230,000 ($46,000 each): (i) Trailer 010; (ii) Trailer 012; (iii) Trailer 016 - 2018 IMCO Trailer, VIN 1M9S50281J1041016; (iv) Trailer 034 - 2017 IMCO Trailer, VIN 1M9S50280H1041034; and (v) Trailer 036 - 2017 IMCO Trailer, VIN 1M9S50284H1041036. A hearing on the Motion was held on Dec. 19, 2019. The Debtor's assumption of the Lease is contingent on the sale of the Trailers, on the terms set forth in the Motion as modified by the Stipulation, which have been approved by the Court. The Debtor is authorized to distribute and will distribute the proceeds at closing of the Sale of the Trailers as set out in the Motion and modified by the Stipulation as follows: a) $46,000 to Engs Commercial Finance Co. from the proceeds of Trailer 016 in full satisfaction of its claim; b) $92,000 to Trucklenders from the proceeds of Trailers 010 and 012 in full satisfaction of its claim; c) $92,000.00 to D.L. Evans Bank from the proceeds of Trailers 034 and 036 to pay down the Debtor's loan balances owed to D.L. Evans Bank for which Trailers 034 and 036 were collateral; and d) $0 to the Debtor. The sale is free and clear of all Liens, Claims, Encumbrances and Interests (including, as applicable). All Liens, Claims, Encumbrances and Interests, to the extent not paid at closing, will attach to the proceeds of the Sale. The Sale of the Trailers will be "As Is, Where Is" without warranty of any kind from the Debtor or bankruptcy estate. The closing will occur as soon as practicable after entry of the Order. As authorized by Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon its entry. The Purchaser: MILLSOURCE, INC. 300 NW 16th St. Fruitland, ID 83619 About Ryan Hinton Ryan Hinton Inc. -- https://ryanhintoninc.com/ -- is a family-owned company that offers over-the-road (OTR) trucking services. Ryan Hinton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 19-40481) on May 20, 2019. At the time of the filing, the Debtor disclosed $4,417,715 in assets and $5,821,757 in liabilities. The case is assigned to Judge Jim D. Pappas. Angstman Johnson is the Debtor's legal counsel. Dicks & Workman Attorneys at Law, APC, is special counsel. RYAN HINTON: $65K Sale of Two Trailers to Cenarrusa Approved ------------------------------------------------------------ Judge Terry L. Myers of the U.S. Bankruptcy Court for the District of Idaho authorized Ryan Hinton, Inc. (a) to assume the Lease with Engs Commercial Finance Co. for two 2016 Western Tandem Bin Hopper/Trailers, also known as Trailers 654 & 656, as follows: (i)Trailer 654 - 2016 Western 38 Tandem Two Bin Hopper/Grain Trailer, VIN 5DN133825GB001654; and (ii) Trailer 656 - 2016 Western 18 Tandem One Bin Hopper/Trailer, VIN 5DN231828GB001656; and (b) to sell the Trailers to Cenarrusa Farms, Inc. for $65,000. The Debtor's assumption of the Lease resolves the Motion to Compel Assumption or Rejection of Equipment Lease filed by Engs on Nov. 20, 2019. Its assumption of the Lease is contingent on the sale of the Trailers, on the terms set forth in the Motion, which have been approved by the Court. The sale is free and clear of all Liens, Claims, Encumbrances and Interests. All Liens, Claims, Encumbrances and Interests, to the extent not paid at closing, will attach to the proceeds of the Sale. The Debtor is authorized to distribute and will distribute the proceeds at closing of the Sale of the Trailers 654 & 656 as follows: (i) $51,794to Engs in full satisfaction of its claim; and (ii) $13,206 to the Debtor. The Sale of the Trailers will be "As Is, Where Is" without warranty of any kind from the Debtor or bankruptcy estate. Closing will occur as soon as practicable after entry of the Order. As authorized by Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon its entry. The Purchaser: CENARRUSA FARMS, INC. P.O. Box 164 Carey, ID 83320 About Ryan Hinton Ryan Hinton Inc. -- https://ryanhintoninc.com/ -- is a family-owned company that offers over-the-road (OTR) trucking services. Ryan Hinton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 19-40481) on May 20, 2019. At the time of the filing, the Debtor disclosed $4,417,715 in assets and $5,821,757 in liabilities. The case is assigned to Judge Jim D. Pappas. Angstman Johnson is the Debtor's legal counsel. Dicks & Workman Attorneys at Law, APC, is special counsel. SANTA FE IMPORTS: Selling Vehicles, Furniture Fixtures & Equipment ------------------------------------------------------------------ Santa Fe Imports Inc., asks the Bankruptcy Court for the District of New Mexico to authorize the sale of vehicles, furniture fixtures and equipment to Garcia Go Motors, LLC. As further set forth in the Purchase Agreement, Garcia will pay: (1) $100,000, less (i) all allowed manufacturer holdback and other dealer discounts and allowances received or receivable by the Debtor on the new vehicle inventory purchased by Garcia and (ii) less a 5% discount on the invoice price of the Debtor's 2019 new vehicles; (2) $100,000 for the Debtor's Mazda-specific shop equipment, signs and tools, less the replacement price of any required Mazda items; (3) 100% of dealer net price as shown in the manufacturer's then-current OEM dealer parts and accessories catalog price actually received by the Debtor within six months prior to closing, less (i) manufacturer discounts actually received by the Debtor for such items; (4) The Debtor's actual cost for its fluid inventory at closing; (5) A to-be determined lump sum for the Debtor's Parts other than OEM Mazda Parts; (6) Any and all 2019 new Mazda vehicles at actual invoiced cost, plus (i) actual cost of any dealer-installed accessors, less (ii) actual wholesale cost of replacing any missing items, less (iii) a 5% discount on all 2019 models; and (7) A to-be-determined price for the Debtor's used vehicle inventory. Pre-petition, the Debtor was franchised with both Mazda Motor of America, Inc. and Volvo. On the Petition Date, the Debtor was in the process of winding down its Volvo operations, and terminating its franchise agreement. Shortly after the Petition Date, the Debtor completed the return of its new Volvo inventory to Volvo for credit on its floorplan of over $1 million. As of Dec. 11, 2019, only approximately 36 vehicles remain in the Debtor's inventory. In addition to the Vehicles, its principal physical asset are 13 shop lifts, scheduled at $5,000 per lift, one air compressor, scheduled at $8,000, and its remaining shop tools and equipment, scheduled at $17,500 ("Equipment"). While the Debtor also has various office furniture and furnishings, these are of de minimis value ("Furniture and Fixtures"). The Debtor leases the real property it operates out of, from CDR Investments, Ltd. Co., a New Mexico limited liability company. One parcel of the leased property is owned by CDR and is being purchased by an entity related to Garcia in a separate transaction. The second, smaller parcel, is sub-leased by CDR to the Debtor from Montoya-Sena, LLC, a New Mexico limited liability company. The Debtor is a party to a Dealer Agreement with Mazda, which enables it to act as a dealer for new Mazda vehicles. By the Motion, the Debtor asks Court approval to enter into the Purchase Agreement, and authorize the sale of the Vehicles, Furniture Fixtures and Equipment to Garcia and assume the Dealer Agreement and assign it to Garcia. As further set forth in the Purchase Agreement, Garcia will pay the agreed purchase price. The Debtor is continuing to prepare the schedules to the Purchase Agreement setting forth the details of the Purchase Price. Information which is not yet available is marked as such on Exhibit A and will be filed with the court once it is available. The Trustee asks permission to sell the Assets free and clear of liens, claims, and interests, and that such liens, claims and interests attach to the proceeds of the sale. Bank of America, N.A. has a validly perfected security interest in all of the Debtor's accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, intellectual property, instruments and inventory, whether now owned or existing or thereafter acquired or arising, wherever located, books and records relating to the foregoing, and cash and non-cash proceeds and products thereof. While the Debtor asserts that the Bank's lien is subject to offset for legal claims it has against the Bank, the Debtor does not dispute the perfection of the Bank's lien. The amount asserted by the Bank as its remaining balance is believed to be in excess of $3 million, significantly in excess of the amount of the proceeds of the proposed sale. In addition, as set forth in the Order Granting Debtor in Possession's Motion to Authorize Payment to Sandia Area Credit Union and K. Gusterman, entered Nov. 26, 2019, the Debtor is holding $14,056 in trust for K. Gusterman and Sandia Area Credit Union relating to a trade-in transaction. The Debtor is also holding $15,357 in trust for a payoff of a lien by Chase Auto Finance on a 2016 Mazda CX-5 VIN JM3KE4BY8G0829503, which had been sold pre-petition by the Debtor. The Debtor is aware of no other, similar amounts. Since the Assets to be sold represent virtually all of the physical property of the Debtor, in order to ensure an orderly wind-down of the Debtor's operations and of this case, the Debtor proposes the following procedure for disposition of the proceeds of the sale: a. At closing, the Purchase Price will be deposited into the Debtor's bank account at Bank of America, N.A. and will not use or otherwise move such proceeds except as set forth; b. After closing, the Debtor will pay from the Bank of America account its administrative expenses through the closing date in accordance with the budget approved in the forthcoming Order on Debtor’s Second Motion for Use of Cash Collateral, including but not limited to vendor and employee claims, as well as the amounts to Kerstin Gusterman and Sandia Area Credit Union previously authorized by this Court if not already paid, $15,356 relating to the sale of VIN JM3KE4BY8G0829503, to Chase Auto Finance, if not already paid, as well as any amounts necessary to finalize any post-petition trade-ins not yet paid off at the time of closing; c. After closing, the Debtor will also pay from the Bank of America account its one half share of the independent parts inventory set forth in paragraph 1.3 of the Purchase Agreement, without the need for further court approval; d. Promptly after payment of such expenses is completed, the Debtor will file with the Court a report of all administrative expenses paid from the sale proceeds in accordance with paragraph b above; e. Promptly after closing, the Debtor's professionals will file fee applications; f. After final approval of the Debtor's professional fees, such fees will be paid from the proceeds of the sale; and g. After payment of administrative expenses through the closing date and professional fees, the net proceeds of the Debtor's liquidation will be disbursed to Bank of America, N.A. To the extent that the Court deems it necessary for approval of the foregoing procedure, the Debtor asks that the payment of such administrative expenses be de surcharged to the Bank as the reasonable, necessary costs and expenses of preserving, or disposing of the Assets. As a part of the Purchase Agreement, the Debtor will assume and assign the Dealer Agreement and its informal sub-lease from CDR of the Montoya-Sena property to Garcia. The informal sublease is not in default and may be freely assigned. No written Sublease exists. CDR, which shares common ownership with the Debtor, will cooperate with Montoya-Serna and Garcia to the extent necessary to, at Garcia's discretion, either (1) terminate its lease with Montoya-Sena to pave the way for execution of a new lease between Montoya-Sena or (2) to assign its lease with Montoya-Sena to Garcia or its nominee. The Debtor is current on its monetary obligations under the Dealer Agreement with Mazda, but, under the Dealer Agreement, a sale of the Debtor's assets without Mazda's approval is an event of default. Assignment of the Dealer Agreement is therefore subject to approval by Mazda. A copy of the Agreement is available at https://tinyurl.com/v5y3gxm from PacerMonitor.com free of charge. The Purchaser: GARCIA GO MOTORS, LLC c/o Edward T. Garcia 8301 Lomas Blvd. NE Albuquerque, NM 87110 About Santa Fe Imports Santa Fe Imports Inc., which conducts business as Santa Fe Mazda Volvo, is an automobile dealer in Santa Fe, N.M. It offers new and used cars, vans, trucks, sport utility vehicles, parts and accessories. Santa Fe Imports sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11985) on Aug. 29, 2019 in Albuquerque, New Mexico. In the petition signed by Tersila Sanchez-Careswell, general manager, the Debtor estimated both assets and liabilities at $1 million to $10 million. The Hon. David T. Thuma oversees the Debtor's case. Askew & Mazel, LLC is the Debtor's bankruptcy counsel. SHERRILYN KENYON: Trustee's Online Auction of Personal Property OKd ------------------------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Timothy G. Niarhos, the Trustee of Sherrilyn Woodward Kenyon's online auction sale of (a) the following vehicles: (i) 2015 Audi R8, VIN WUAVNAFG7F7002056 (ii) 2014 Porsche Cayman, VIN WP0AB2A86EK190669; (iii) 2014 Chevrolet Corvette, VIN G1YF3D78E5111196; and (iv) 1964 1/2 Ford Mustang, VIN 5F08D1572; (b) designer purses; and (c) furs. The Trustee having received an informal objection from Lawrence Kenyon, and the counsel for the Trustee has resolved the informal objection. McLemore Auction Co. is currently preparing an auction of personal property owned by the Debtor and Lawrence Kenyon. The only items of personal property that will be included in said auction are the four vehicles, designer purses and furs. The Trustee reserves the right to file motions to sell other personal property of the Debtor in the future. The sale will be free and clear of all liens, under the terms and conditions set forth in the Trustee's Motion to Sell Property, dated Nov. 27, 2019. Sherrilyn Woodward Kenyon sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 19-04897) on July 31, 2019. The Debtor tapped Lefkovitz and Lefkovitz, PLLC as counsel. SITEONE LANDSCAPE: Moody's Alters Outlook on B1 CFR to Positive --------------------------------------------------------------- Moody's Investors Service changed the outlook for SiteOne Landscape Supply Holding, LLC to positive from stable, affirmed the company's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B2 rating for its $450 million first lien senior secured term loan due 2024. Moody's also assigned an SGL-2 Speculative Grade Liquidity Rating for SiteOne. The change in the outlook to positive from stable reflects Moody's expectations that over the next 12 to 18 months the company will continue to strengthen its business profile, including improving its revenue scale, expanding geographic footprint and strengthening its market position nationally and locally, both through organic growth and acquisitions. This is expected to be accomplished as the company maintains conservative financial policies and operates with leverage in the 3.0x to 4.0x range (Moody's-adjusted), improves free cash flow, and maintains operating margin stability. Over the next year, Moody's expects SiteOne to benefit from stable operating trends in its residential and commercial end markets yielding organic revenue growth in the low to mid-single digits. The assignment of SiteOne's SGL-2 reflects Moody's expectations of a good liquidity profile over the next 12 to 18 months, characterized by positive free cash flow, maintenance of at least 50% of revolver availability under its $375 million credit facility expiring in 2024 and no near term maturities. The following rating actions were taken: Issuer: SiteOne Landscape Supply Holding, LLC: Corporate Family Rating, affirmed at B1; Probability of Default Rating, affirmed at B1-PD; Speculative Grade Liquidity Rating, assigned SGL-2; Outlook, changed to positive from stable. Issuers: SiteOne Landscape Supply Holding, LLC and SiteOne Landscape Supply, LLC (as co-borrowers): $450 million first lien senior secured term loan due 2024, affirmed at B2 (LGD4); RATINGS RATIONALE The company's B1 Corporate Family Rating reflects: 1) Moody's expectation of stable conditions in its residential, commercial, and repair & remodeling end markets over the next 12 to 18 months that will contribute low to mid-single digit organic revenue growth; 2) the recurring nature of landscape services, driving demand for products SiteOne sells; 3) lower cyclicality of its maintenance and repair work representing about 40% of the business; 4) the company's national presence, leading market position in a fragmented market, breadth of product and service offering, and diverse customer and supplier base; 5) track record of increase in scale nationally and in local markets and strengthening of market breadth both organically and through acquisitions. However, SiteOne's rating is constrained by its: 1) active acquisitive growth strategy that leads to higher debt levels and could present integration challenges, particularly given the company's fast acquisition pace; 2) debt leverage profile that stood at 3.7x and a track record of debt to EBITDA maintained in the range of 3.0x to 4.0x; 3) thin operating margins that are common to companies in the distribution business; and 4) exposure to cyclical end markets. The ratings could be upgraded if the company exercises conservative financial policies as it relates to distributions and debt financed acquisitions, maintains organic revenue growth and scale expansion with stable operating margins, while continuously driving leverage towards 3.0x. Additionally, the company would need to maintain a good liquidity profile, accompanied by robust positive free cash flow. The ratings could be downgraded if the company experiences end market weakness and declines in revenues and operating margin resulting in adjusted debt to EBITDA approaching 5.0x or EBITDA less capital expenditures to interest expense declining below 2.0x. A significant debt-financed acquisition, acquisition integration challenges, shareholder friendly policies, or a weakening in liquidity could also pressure the ratings. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. SiteOne Landscape Supply Holding, LLC, headquartered in Roswell, Georgia and formerly known as John Deere Landscapes, is a national wholesale distributor of landscaping supplies in the U.S. and Canada. The company offers approximately 120,000 SKUs, including irrigation supplies, landscape accessories, fertilized and nursery products, hardscapes, and maintenance supplies and operates in 185 markets through over 550 branch locations in 45 states in the U.S. and six provinces in Canada. Its customers include residential and commercial landscape professionals. In the twelve months ended September 30, 2019, SiteOne generated approximately $2.3 billion in revenues. SOMERVILLE BREWING: Allowed to Use Cash Collateral Until Feb. 19 ---------------------------------------------------------------- Judge Frank J.Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Somerville Brewing Company to use cash and other collateral in which Cambridge Trust Company and Massachusetts Growth Capital Corporation and other secured creditors assert an interest. The Debtor may use cash collateral only to meet and satisfy the Debtor's ongoing business and operational and administrative expenses through Feb. 19, 2020, as specifically set forth in the Budget. The Debtor is not required to make adequate protection payments to CTC or MGCC through Feb. 19. CTC and MGCC are granted valid, binding and enforceable, fully perfected liens on, and security interests in, all of the Debtor's assets to the same extent, priority and enforceability of the liens and security interests held by CTC and MGCC in its collateral as of the Petition Date. CTC and MGCC is also granted an allowed administrative expense claim to the extent of any diminution in value of its interest in the collateral. CTC and MGCC previously filed an objection to the Debtor's cash collateral motion but has consented thereafter upon the terms of this Order. A copy of the Order is available at https://is.gd/R5Smtc from PacerMonitor.com free of charge. About Somerville Brewing Co. Somerville Brewing Company, a/k/a Slumbrew, d/b/a American Fresh Brewhouse, produces a wide variety of traditional and experimental Slumbrew brand beer styles. Somerville Brewing Company filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13300) on Sept. 27, 2019 in Boston, Massachusetts. In the petition signed by Jeffrey Leiter, the Debtor's president and treasurer, the Debtor was estimated to have assets between $1 million to $10 million and liabilities within the same range as of the bankruptcy filing. The Hon. Frank J. Bailey is the case judge. Parker & Lipton is the Debtor's counsel. SOUTH ATLANTIC: Trustee Sought in Involuntary Cases --------------------------------------------------- Petitioning creditor 160 Royal Palm, LLC, requests that the Bankruptcy to Court appoint a chapter 11 trustee in the Chapter 11 cases of: 1. South Atlantic Regional Center, LLC 2. United States Regional Economic Development Authority, LLC 3. United States Regional Economic Development Authority, Inc., and 4. Connect Insurance Group, Inc. 160 Royal was the owner of the real property located at 160 Royal Palm Way, Palm Beach, Florida comprising an uncompleted hotel/condominium project. Joseph Wash, Sr. controlled the Debtors and Non-debtor USREDA Holdings LLC. Prior to the installation of its current manager, Cary Glickstein, 160 Royal was controlled by Robert Matthews, and during the time when 160 Royal was controlled by Matthews, Matthews, along with Walsh and others, used the Palm House Property in a fraudulent scheme whereby dozens of foreign nationals were enticed into investing over $600,000 each with the promise of returns on such investments and the granting of United States visas under the EB-5 visa program. SARC and USREDA LLC conspired and participated in the Palm House Scheme of Walsh and Matthews to the detriment of the investor victims, who ended up losing their investments and not receiving EB-5 visas. The Palm House Scheme is the subject of two lawsuits filed in the United States District Court for the Southern District of Florida. On Nov. 22, 2019, the 160 Royal filed involuntary petitions against each of SARC, USREDA LLC, USREDA Inc., and CIG. None of the Debtors have filed an answer or otherwise responded to the involuntary petitions. Hence, 160 Royal requests that the Court appoint a single chapter 11 trustee pursuant to the Bankruptcy Code is warranted in each of the cases because Walsh, who is an individual that has absconded and is absent from the United States, and who is an individual implicated in at least two instances of fraud and dishonesty involving EB-5 investors in South Florida, ultimately, owns or at least controls, each of the Debtors. Here, according to 160 Royal, the Debtors have failed to even respond to the involuntary petitions filed against them last month, much less assume the duties of chapter 11 debtors in possession Having the same chapter 11 trustee serve in each of the cases will reduce costs and duplication of efforts. Moreover, because the bodies of creditors in the involuntary cases will likely be substantially similar in composition, the same trustee in both cases will avoid duplication of effort and competition with respect to dominion over assets. A full-text copy of the Motion for a Chapter 11 Trustee is available at https://tinyurl.com/yzcq2ks3 from PacerMonitor.com at no charge. About South Atlantic Regional South Atlantic Regional Center, LLC, is a Florida corporation owned and managed by Joseph Wash, Sr. SARC is a United States Citizen and Immigration Services designated Regional Center. South Atlantic Regional Center and its affiliates United States Regional Economic Development Authority, LLC, United States Regional Economic Development Authority, Inc., and Connect Insurance Group, Inc., were subject to involuntary Chapter 11 petitions (Bankr. S.D. Fla. Case No. 19-25762, 19-25767, 19-25780, and 19-25799) filed by 160 Royal Palm, LLC in November 2019. The Petitioning Creditor's Counsel: Philip J. Landau, Esq. Eric Pendergraft, Esq. SHRAIBERG, LANDAU & PAGE, P.A. 2385 N.W. Executive Center Dr # 300 Boca Raton, FL 33431 Tel: (561) 443-0800 E-mail: plandau@slp.law ependergraft@slp.law SOUTHERN FOODS: Proposes to Pay Amounts Owed to Milk Vendors ------------------------------------------------------------ Southern Foods Group, LLC, and its debtor-affiliates, ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize (i) them to pay, in their sole discretion, the Bonded Claims, and (ii) their financial institutions to receive, process, honor, and pay checks or wire transfers used by the Debtors to pay the foregoing. In the ordinary course of business, the Debtors are required under certain states' regulations to maintain surety bonds assuring, inter alia, the payment for milk purchased in such states. The Debtors have obtained such surety bonds ("Bonds") covering milk purchases in California, Michigan, New Jersey, New York, Nevada, Pennsylvania, Tennessee, Vermont, and Wisconsin ("Bonded States"). Establishment and maintenance of the Bonds are a requirement of licensure to do business as a milk distributor, dealer, or purchaser in these states. Both pre- and post-petition, the Debtors have purchased milk from milk vendors in the Bonded States ("Bonded-State Milk Vendors"). While the Debtors are making timely payments to satisfy their post-petition obligations, the Debtors have not paid certain of these Bonded-State Milk Vendors in respect of outstanding pre-petition amounts. In particular, the Debtors owe approximately $76 million in pre-petition obligations to two Bonded-State Milk Vendors ("Bonded Claims"), the Dairy Farmers of America ("DFA") and Land O'Lakes. The Debtors estimate that approximately $61 million of the Bonded Claims is allocable to goods received by the Debtors during the 20-day period prior to the Petition Date, and thus would be entitled to administrative expense status pursuant to section 503(b)(9) of the Bankruptcy Code. The Debtors plan to satisfy approximately $16 million of the Bonded Claims from the amounts authorized by the Court in the Final Order Authorizing (i) Debtors to Pay Prepetition Critical Vendor Claims and 503(b)(9) Claims in the Ordinary Course of Business, (ii) Debtors to Return Goods, and (iii) Financial Institutions to Honor and Process Related Checks and Transfers ("Critical Vendors Order"), but require additional authority to satisfy the remaining approximately $60 million of Bonded Claims. If the Debtors fail to satisfy these pre-petition obligations, the Bonded States would be reasonably expected to draw from the Bonds to cover the payments owed to the Bonded-State Milk Vendors. Indeed, the Debtors have received correspondence from certain state regulators during the first 30 days of the post-petition period demanding that outstanding payments promptly be made to Bonded-State Milk Vendors. If the regulators in the Bonded States draw down on the Bonds, the Debtors will be required by state regulations to secure replacement surety bonds for those that have been drawn to cover outstanding debts to Bonded-State Milk Vendors. In addition, to the extent that the Bonds are not sufficient to cover amounts owed to Bonded-State Milk Vendors, or that the Debtors are unable to post the requisite collateral for new or replacement surety bonds, there is a significant risk that regulators could revoke the Debtors' license to operate in their respective states. It would cause significant and irreparable harm to the Debtors and to their estates -- thus also injuring their creditors -- that would far outweigh the cost of payment of the Bonded Claims. Accordingly, the Debtors ask authority to make up to $60 million in payments to satisfy the pre-petition Bonded Claims. If granted by the Court, the relief requested in the Motion would be incremental to the authority granted in the Critical Vendors Order. The Debtors respectfully ask that the Court authorizes them to pay the full amount of the Bonded Claims. They submit that the relief requested in this Motion represents a sound exercise of their business judgment, is within their ordinary course of business, is necessary to avoid immediate and irreparable harm, and is justified under section 363 of the Bankruptcy Code. The Debtors also ask that all applicable financial institutions be authorized to (a) receive, process, honor, and pay all checks presented for payment of, and to honor all fund transfer requests made by the Debtors related to, the claims that the Debtors request authority to pay in this Motion, regardless of whether the checks were presented or fund transfer requests were submitted before, on, or after the Petition Date and (b) rely on the Debtors' designation of any particular check as approved by the Proposed Order. Pursuant to Local Rule 9013-1(i), the Debtors respectfully ask expedited consideration of the Motion. Expedited relief is necessary as failure to pay the Bonded Claims could result in immediate and irreparable harm, including but not limited to Bonded States drawing from the Bonds, necessitating their replacement with additional collateral, and the revocation of certain of the Debtors' licenses. Finally, the Debtors ask that, to the extent applicable to the relief requested in the Motion, the Court waives the stay imposed by Bankruptcy Rule 6004(h). A hearing on the Motion was set for Dec. 20, 2019 at 9:00 a.m. About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. The Debtors posted estimated assets and liabilities of $1 billion to $10 billion. Judge David Jones presides over the cases. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is financial advisor to the Debtors, Evercore Group LLC is investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. SOUTHERN INYO: Four Complaints Addressed, Says PCO 24th Report -------------------------------------------------------------- Joseph Rodrigues, the California State Long-Term Care Ombudsman, the Patient Care Ombudsman for the Southern Inyo Healthcare District case, submitted a 24th report for the period of October 16, 2019 to December 5, 2019. Eastern Sierra Area Agency on Aging is the designated Long-Term Care Ombudsman Program for Inyo and Mono Counties and Paulette Erwin is the local representative of the Office of the State LTC Ombudsman. Southern Inyo Hospital District is located at 501 E. Locust Street,Lone Pine, California.The California Department of Public Health, Licensing and Certification Division, licenses this facility as a Skilled Nursing Facility. SNFs provide housing, meals, medical care, personal care, social services, and social activities to people who have physical or behavioral conditions that prevent them from living alone. The licensed capacity of the facility is 33, with a current occupancy of 25. The local Ombudsman Program has not received any concerns involving vendors, utilities, or external support factors that may impact resident care, and conducted 6 visits during the reporting period. During these visits, the Ombudsman representative noted the facility appeared to be clean with no overwhelming odors. The temperature in the facility was comfortable for residents. The staff was visible and actively assisting residents. Residents appeared well-groomed and comfortable. Four complaints received during this reporting period include the following: 1. A complaint related to the safety of the vehicle being used to transport residents to medical appointments. The vehicle also received a complete inspection and routine maintenance was performed. 2. A complaint related to the infection control practices and policies of the facility. The Ombudsman representative spoke with the Hospital Director of Nursing, Shannon Jimerson. Then, Ms. Jimerson took immediate action to ensure the facility was practicing strategies to prevent and control the spread of infections. 3. A complaint related toa staff member not treating a resident with dignity and respect. The Ombudsman representative spoke with the Hospital Director of Nursing, Shannon Jimerson. Ms. Jimerson took steps to ensure the residents individual needs and preferences were accommodated. 4. A complaint related to lost personal property. The Ombudsman representative met with the resident, but she was unable to provide consent to investigate the complaint. The Ombudsman representative spoke to the resident's daughter, who has the durable power of attorney for health care, and spoke with the Social Services Director,Stacy Young, about the facility's theft and loss policy. Ms. Young scheduled an optometrist appointment for the resident and agreed the facility would pay for the replacement glasses. Therefore, the residents were satisfied with the outcome of this complaint, and the Patient Care Ombudsman has no recommendations for the court at this time. PCO can be reached at: JOSEPH RODRIGUES State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 1300 National Drive, Suite 200 Sacramento, California 95834 Telephone: (916)419-7510 Facsimile: (916)928-2503 A full-text copy of the PCO's 24th Report is available at https://tinyurl.com/qvwn7ad from PacerMonitor.com at no charge. About Southern Inyo Healthcare District Southern Inyo Healthcare District is a special district formed under the California Local Healthcare District Law, Cal. Health and Safety Code Sec. 32000, et seq., located in Lone Pine, California. As of the commencement of its Chapter 9 Case, the District owned and operated three facilities -- namely, an emergency and acute care facility with four beds, a skilled nursing facility with 33 beds, and an out-patient medical clinic. Southern Inyo Healthcare District sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.16-10015) on Jan. 4, 2016. The petition was signed by Alan Germany, the CRO. At the time of the filing, Southern Inyo Healthcare District was estimated to have assets and debt of $1 million to $10 million. SPERLING RADIOLOGY: Says Patients' Ombudsman Unnecessary -------------------------------------------------------- Sperling Radiology, P.C., P.A., d/b/a Sperling Prostate Center, requests that the Court determine that the appointment of an ombudsman is not necessary for the protection of patients under the specific facts of this case. The Debtor is a medical practice in Delray Beach, Florida providing effective techniques in prostate cancer diagnosis and treatment. Operations at the facility are out-patient, meaning that the patients do not stay at the Debtor's facility overnight and are not overly dependent on the Debtor. Dan Sperling is the sole medical doctor and maintain professional liability insurance. The extent of coverage is as follows: (i) Florida: $500,000 per claim limit/$1,500,000 aggregate limit; (ii) New York: $1,300,000 per claim limit/$3,900,000 aggregate limit. The Debtor does not dispute that it is a health care business within the meaning of section 101(27A) of the Bankruptcy Code. However, the Debtor avers that the appointment of an ombudsman is unnecessary under the specific facts of the case. The Debtor notes that it is inspected annually by the Florida Department of Health to ensure compliance with applicable rules and regulations. The Debtor has always been found to be compliant with said rules and regulations. The Debtor cannot bear the administrative burden of an ombudsman while attempting to successfully reorganize. Attorneys for the Debtor: SHRAIBERG, LANDAU & PAGE, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, Florida 33431 Telephone: 561-443-0800 Facsimile: 561-998-0047 E-mail: plandau@slp.law pdorsey@slp.law jlanphear@slp.law A full-text copy of Motion is available at https://tinyurl.com/ydvrero5 from PacerMonitor.com at no charge. About Sperling Radiology P.C. Sperling Radiology P.C., P.A., is a privately held company in Delray Beach, Florida that offers radiology services. Sperling Radiology filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-26480) on Dec. 10, 2019. In the petition signed by Sam Farbstein, chief operating officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Philip J. Landau, Esq. at Shraiberg, Landau & Page, P.A., is the Debtor's counsel. SSW INTERNATIONAL: Case Summary & 12 Unsecured Creditors -------------------------------------------------------- Five affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- SSW International, Inc. 20-20232 FDBA Magnetics International, Inc. Building 5, Suite 400, 651 Holiday Drive Pittsburgh, PA 15220 SSW Holdings, Inc. 20-20233 FDBA ISSI Holding, Inc. Building 5, Suite 400, 651 Holiday Drive Pittsburgh, PA 15220 SSW Company 20-20234 FDBA ISSI Company Building 5, Suite 400, 651 Holiday Drive Pittsburgh, PA 15220 SSW, Inc. 20-20235 FDBA International Steel Services, Inc. Building 5, Suite 400, 651 Holiday Drive Pittsburgh, PA 15220 SSW Partnership 20-20236 FDBA American Iron Oxide Company Building 5, Suite 400, 651 Holiday Drive Pittsburgh, PA 15220 Chapter 11 Petition Date: January 21, 2020 Court: United States Bankruptcy Court Western District of Pennsylvania Debtors' Counsel: Paul M. Singer, Esq. Luke A. Sizemore, Esq. REED SMITH LLP 225 Fifth Avenue Suite 1200 Pittsburgh, PA 15222 Tel: 412-288-3131 Fax: 412-288-3063 E-mail: psinger@reedsmith.com lsizemore@reedsmith.com SSW International's Estimated Assets: $1 million to $10 million SSW International's Estimated Liabilities: $100,000 to $500,000 SSW Holdings, Inc.'s Estimated Assets: $1 million to $10 million SSW Holdings, Inc.'s Estimated Liabilities: $0 to $50,000 SSW Company's Estimated Assets: $1 million to $10 million SSW Company's Estimated Liabilities: $0 to $50,000 SSW, Inc.'s Estimated Assets: $1 million to $10 million SSW, Inc.'s Estimated Liabilities: $0 to $50,000 SSW Partnership's Estimated Assets: $1 million to $10 million SSW Partnership's Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Walter Sieckmann, chief executive officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/qzJFZi https://is.gd/9XkTAG https://is.gd/SnweEd https://is.gd/gG7kSS https://is.gd/ydK80w Consolidated List of Debtors' 12 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Babst, Calland, Clements & Professional $150,611 Zomnir, P.C. Services Two Gateway Center 603 Stanwix Street 6th Floor Pittsburgh, PA 15222 Leonard Fornella, Esq. Tel: (412) 394-5400 Email: lfornella@bccz.com 2. U.S. Environmental Consent Order $50,000 Protection Agency Region 5 77 West Jackson Blvd. Chicago, IL 60604 Cynthia King, Esq. Tel: (312) 886-3713 3. Schneider Downs Professional $33,310 One PPG Place Services Suite 1700 Pittsburgh, PA 15222-5416 Daniel P. Phillips Tel: (412) 261-3644 Email: dphillips@schneiderdowns.com 4. Porter County Treasurer Property $30,000 P.O. Box 2150 Taxes Valparaiso, IN 46384-2150 Michelle Clancy Tel: (219) 465-3470 Email: jalbarran@porterco.org 5. Jon K. Voss Litigation $12,750 452 Hickory Square Road Claim Connellsville, PA 15425 Jon K. Voss Attn: Samuel Cordes Tel: (412) 338-1163 Email: sjcordes@rothmangordon.com 6. Internal Revenue Service Taxes and $10,820 2970 Market Street Penalties Philadelphia, PA 15222 Tel: (800) 829-3903 7. Rothman Gordon P.C. Litigation $8,500 310 Grant Street Claim Suite 300 Pittsburgh, PA 15219 Samuel J. Cordes Tel: (412) 338-1163 Email: sjcordes@rothmangordon.com 8. Corporation Service Company Professional $647 251 Little Falls Drive Services Wilmington, DE 19808-1674 Diane Moon Tel: (800) 927-9801 EXT 63479 Email: diane.moon@cscglobal.com 9. MKS Services, Inc. Litigation Unliquidated 1951 Lincoln Highway Claim North Versailles, PA 15217 Lynn A. Katofsky Tel: (412) 825-5480 10. PVS Chemicals, Inc. Litigation Unliquidated 10900 Harper Avenue Claim Detroit, MI 48213 Jonathan S. Taub Tel: (313) 921-1378 Email: jtaub@pvschemicals.com 11. PVS Steel Services, Inc. Litigation Unliquidated 10900 Harper Avenue Claim Detroit, MI 48213 David A. Nicholson Tel: (313) 921-1378 Email: dnicholson@pvschemicals.com 12. PVS ISSI, Inc. Litigation Unliquidated 10900 Harper Avenue Claim Detroit, MI 48213 David A. Nicholson Tel: (313) 921-1378 Email: dnicholson@pvschemicals.com STATUE OF LIBERTY: Feb. 10 Auction of Jersey City Property Set -------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized Statue of Liberty Harbor North Redevelopment Urban Renewal, LLC's (i) comprehensive procedures facilitating the expeditious marketing program aimed at either (i) the Sale of its owned real property located at 20 Avenue E, Jersey City, New Jersey, also known as 155 Marin Blvd., Master Unit 2, Jersey City, New Jersey, Block 15907 and Lot 3-C0002; or (ii) procurement of financing necessary to satisfy or refinance amounts due to EFM Transfer Agent, LLC who holds a mortgage on the Property, pay the Debtor's other creditors, and complete hotel construction, or, in the alternative, finance the Debtor's obligations to afford the Debtor with additional opportunity to procure construction financing. The Sale Hearing and the Financing Hearing are set for Feb. 19, 2020 at 10:00 a.m., or as soon thereafter as the counsel may be heard. Unless otherwise waived by the Debtor, in its discretion, the Debtor will solicit and receive bids for the proposed Transaction in accordance with the bidding procedures, which Bidding Procedures are approved in all respects. In the event the Debtor receives one or more Qualifying Bids on or before the Bid Deadline, it is is authorized to conduct an auction on Feb. 10, 2020 at 10:00 a.m. (ET) at the offices of Montgomery McCracken Walker & Rhoads, 437 Madison Avenue, 24th Floor, New York, NY 10022 (or such other location as may be identified by the Debtor to Qualified Bidders prior to the Auction). To the extent that, prior to the Auction, the Debtor enters into a Stalking Horse Agreement with an Interested Party that contemplates the payment of a break-up fee/expense reimbursement, the Debtor is hereby authorized to either (i) agree to such Proposed Break-Up Fee, subject to the Court's approval at the Sale Hearing or Financing Hearing (as applicable); or (ii) to the extent that the proposed Stalking Horse requires Court approval as a condition of the stalking horse bid, file and service a notice on the Notice Parties scheduling an expedited hearing seeking approval of such Proposed Break-Up Fee to be heard within five business days after the filing of such notice (or at such expedited time as the Court can accommodate such hearing request). However, regardless of which approval process the Debtor pursue for the Proposed Break-Up Fee, the amount of such Break-Up Fee requested will not exceed 2% of the transaction consideration to be received by the Debtor under the Stalking Horse Agreement. The Debtor, at or before the Auction, upon notice to Qualified Bidders (either prior to or at the Auction) may modify the Bidding Procedures as it reasonably determines to be in the best interests of the Debtor and its estate and creditors. Pursuant to Bankruptcy Rules 2002(i) and 2002(k), notice of the issuance and entry of the Order approving the Bidding Procedures, and the scheduling of the applicable Transaction Hearing, and the other provisions of the Order will be deemed adequate and sufficient if (a) a copy of the Order and (b) a copy of the Motion, is served by the Debtor within three days after entry of the Order to the Notice Parties. The Objection Notice Parties Deadline is Feb. 18, 2020 at 11:00 a.m. (ET). Following the Auction, and no later than Feb. 12, 2020, the Debtor will file the Auction Results Notice. No later than seven days prior to the Financing Hearing, the Debtor will file the Supplemental Financing Filing. As further set forth in the, and absent further order of the Court, the following timeline and deadlines in connection with the Bidding Procedures are approved: a. Bid Deadline - Feb. 4, 2020 at 3:00 p.m. (ET). The Good Faith Deposit is at least 10% of the value of the aggregate consideration being provided in the Bid. b. Auction - Feb. 10, 2020 at 10:00 a.m. (ET) at the offices of Montgomery McCracken Walker & Rhoads, 437 Madison Avenue, 24th Floor, New York, NY 10022 (or such other location as may be identified by the Debtor to Qualified Bidders prior to the Auction. The bidding at the Auction will begin with the Auction Baseline Bid, continue with an initial minimum increment of no less than $1 million, with each subsequent overbidding increment being no less than $250,000. c. Deadline for Debtor to Auction Results Notice - Feb. 12, 2020 d. Deadline to Object to Motion/Successful Bid, other than with respect to Necessary Financing - Feb. 18, 2020 at 11:00 a.m. (ET) e. Deadline for Debtor to file the Supplemental Financing Filing (if applicable) - Feb. 12, 2020 f. Deadline to Object to Necessary Financing (if applicable) - Feb. 18, 2020 at 11:00 a.m. (ET) g. Sale Hearing (if applicable) - Feb. 19, 2020 at 10:00 a.m. (ET) h. Financing Hearing (if applicable) - Feb. 19, 2020 at 10:00 a.m. (ET) Except with respect to the terms of the Order approving the Debtor's retention and employment of Jones, Lange, LaSalle Americas, Inc. a special real estate consultant to the Debtor, absent further order of the Court, the Debtor will not be liable for or responsible to pay any brokerage commission to any party other than to JLL in respect of the Sale or Necessary Financing. A copy of the Bidding Procedures is available at https://tinyurl.com/u3cp8hf from PacerMonitor.com free of charge. The case is In re Statue of Liberty Harbor North Redevelopment Urban Renewal, LLC (Bankr. D.N.J. Case No. 19-30106 (VFP)). STONE OAK MEMORY: PCO Sees No Issues in 1st Visit ------------------------------------------------- Pivot Health Law, LLC's Susan N. Goodman, the patient care ombudsman appointed for Stone Oak Memory Care, LLC, submitted a first interim report, detailing her initial site visit and plans for further follow-up. The PCO observations: 1. The Debtor's facility is licensed to serve 45 memory-impaired residents and set up as a large square with four resident neighborhoods or halls coming off a central lobby/all-purpose area—two neighborhoods coming off either side of this central area. 2. The halls are themed to assist memory-impaired residents with location finding. Each hall has its own laundry room with two residential size washing machines and two dryers. 3. Contiguous to the laundry room is a bathroom/shower area with a walk-in shower, a whirlpool tub, and a private toilet room. Behind the lobby/all-purpose area is a central, enclosed garden patio that is readily accessible to residents. Off one side of this patio is an activity/sun room that is glassed in like a greenhouse giving it an indoor patio feel. Behind the central patio is the dining area. 4. The dining area has two dining rooms -- one for independent eaters and one for those who require assistance. At the time of PCO's site visit, the census was 35 despite PCO's visit being pre-planned, circumstances were such that the Executive Director, the Director of Healthcare, and the Business Development Director from the newly placed management company were all busy with time sensitive follow-up relative to operational occurrences. Accordingly, the PCO was not able to spend as much time with this leadership team as would be typical for an initial site visit and will attempt to do so on the second site visit. Rather, the PCO will prioritize reviewing this documentation along with clinical paperwork on the second site visit, recognizing that the new management team was getting situated individually at the same time as the Debtor transitioned to a new management company for operational support. Therefore, PCO will plan on the maximum, 60-day interval between site visits unless remote monitoring data suggests a need to shorten this interval. The PCO can be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Fax: (520) 575-4075 E-mail: sgoodman@pivothealthaz.com A full-text copy of the PCO's 1st Report is available at https://tinyurl.com/srwgh3j from PacerMonitor.com at no charge. About Stone Oak Memory Care Stone Oak Memory Care, LLC, d/b/a Autumn Leaves of Stone Oak, owns and operates an adult memory care facility in Dallas, Texas. Stone Oak Memory Care sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-52375) on Sept. 30, 2019 in San Antonio, Texas. The petition was signed by Darryl Freling, Pres. of MedProperties Stone Oak Mgr, LL. As of the Petition Date, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Ronald B. King oversees the Debtor's case. The LAW OFFICES OF RAY BATTAGLIA, PLLC, is counsel to the Debtor. HMP Advisory Holdings, LLC d/b/a Harney Partners, is the financial advisor. SUGARLOAF HOLDINGS: $21M Cash Sale of All Assets to Triple C Okayed ------------------------------------------------------------------- Judge Kevin R. Anderson of the U.S. the Bankruptcy Court for the District of Utah authorized Sugarloaf Holdings, LLC's sale of substantially all assets to Triple C Farms, L.L.C. for $20,719,813, cash. The sale is free and clear of all Encumbrances. The APA and all of the terms and conditions thereof, are approved. The Debtor is also immediately authorized to distribute from the proceeds of the Sale, directly from the escrow, to BOTW and AGCO Finance, LLC, the full amount of their asserted secured claims. The Debtor is authorized to instruct the escrow agent to disburse directly from the escrow the full amount of BOTW's asserted claim to BOTW and the full amount of the AGCO Finance, LLC's asserted claim to AGCO Finance, LLC. Further, BOTW and AGCO Finance, LLC are hereby ordered and required to release their security interests and reconvey all deeds of trust, as applicable in the Debtor's property through the escrow, conditioned only upon receipt through the escrow of payment of the full amount of their asserted secured claims. A copy of the APA is available at https://tinyurl.com/usear45 from PacerMonitor.com free of charge. About Sugarloaf Holdings Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a privately-held company in Lehi, Utah, whose business consists of farming and ranching operations. Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-27705) on Oct. 15, 2018. In the petition signed by David J. Gray, manager, the Debtor disclosed $21,067,619 in total assets and $15,666,618 in total debt. The case is assigned to Judge Kevin R. Anderson. The Debtor is represented by Parsons Behle & Latimer. The Debtor tapped Berkeley Research Group as its financial advisor; Dwayne Asay and Squire & Company, PC, as accountants; and J. Philip Cook and J. Philip Cook, LLC, as forensic real estate professionals. SWITCH LTD: Moody's Raises CFR to 'Ba3', Outlook Positive --------------------------------------------------------- Moody's Investors Service upgraded Switch, Ltd.'s corporate family rating to Ba3 from B1, its probability of default rating to Ba3-PD from B1-PD and its senior secured bank credit facility rating to Ba3 from B1. Switch's speculative grade liquidity rating is maintained at SGL-2. Switch's outlook remains positive based on the company's solid financial position and growth upside from data center builds and continued expansion within the company's four US regional markets. The upgrade reflects Moody's projections of strong financial performance supported by solid colocation and connectivity growth, with revenue at both segments growing in excess of about 13% in the third quarter of 2019 compared to the same period in 2018. Moody's expects full year revenue growth of around 12% for 2019 with increasing demand driving higher growth in 2020 from facility and market expansions, including the commercial launch of operations in the company's newest regional campus in Atlanta. The upgrade also reflects Moody's expectation that Switch will maintain sufficient liquidity to fund growth capital spending and that leverage (Moody's adjusted) will remain below 4x. Upgrades: Issuer: Switch, Ltd. Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Corporate Family Rating, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Switch, Ltd. Outlook, Remains Positive RATINGS RATIONALE Switch's Ba3 CFR reflects its strong growth profile, contracted recurring revenue, high margins, efficient capital investment, low churn and the company's market position operating some of the world's largest data centers providing retail colocation and interconnection services. The company's rating is also supported by its patent protected technology, innovative data center design concepts and value proposition that differentiates it from competitors. In addition, the company has a solid asset base relative to its debt load and owns the majority of its assets, which should allow for significant operating leverage as the business continues to scale. These factors are offset by the company's moderate scale, improving but still concentrated customer profile, moderate leverage and negative free cash flow resulting from stabilized but still high capital intensity associated largely with success-based growth. Moody's expects Switch's negative free cash flow, the result of capital investments to support growth, to steadily decline throughout 2020 and into 2021. Moody's believes the company can execute its business plan while maintaining leverage below 4x. Moody's has maintained an SGL-2 speculative grade liquidity rating on Switch primarily supported by its cash balances and $500 million revolver despite its expectation of negative free cash flow over the next 12 months. As of September 30, 2019, Switch had $52 million of cash on hand and $430 million available under its revolver, with an additional $50 million drawn in October 2019. Moody's anticipates the company will rely on its cash balances and utilize its revolver to finance its cash flow deficit for the next 12-18 months. Moody's expects capital spending to be about 60% and 57% of revenue in 2019 and 2020, respectively, down from capital spending levels near 70% of revenue in 2018 and higher in prior years. However, Moody's notes that if liquidity becomes strained, Switch can pull back on current or future growth based capital spending and estimates that maintenance capital spending will range at low single-digit levels as a percentage of revenue. The company also has a quarterly dividend and an annual cash tax distribution that negatively, but only nominally, impacts free cash flow. The instrument ratings reflect the probability of default of Switch, as reflected in the Ba3-PD probability of default rating, an average expected family recovery rate of 50% at default given the capital structure with only a springing financial covenant related to the revolver, and loss given default assessment of the debt instruments in the capital structure based on a priority of claims. The senior secured credit first lien facilities comprise most of the capital structure and are rated Ba3, in line with the corporate family rating. The positive outlook reflects Moody's expectation that the company will increase its scale through steady revenue and EBITDA growth, maintain leverage below 3.75x (Moody's adjusted) on a sustained basis and prudently fund future organic or any M&A-related growth. Moody's expects Switch will continue to fund cash shortfalls from organic growth by drawing down on its $500 million revolver. Moody's could upgrade Switch's ratings following continued strong bookings trends, steady revenue and EBITDA growth execution in both new and existing markets, and if leverage remains below 3.75x (Moody's adjusted) on a sustained basis. The rating could be downgraded if liquidity deteriorates or if leverage is sustained above 4.5x (Moody's adjusted). Also, the ratings could face pressure if the company engages in shareholder friendly activity that pressures its credit metrics or liquidity. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Switch, Ltd. provides colocation space and related services to global enterprises, financial companies, government agencies and others that conduct critical business on the internet. Switch also licenses its intellectual property to data center equipment manufacturers. The company operated 11 data centers across three campuses as of September 30, 2019. TARRANT COUNTY: Submits Self-Report in Lieu of Ombudsman -------------------------------------------------------- On Dec. 6, 2019, the Bankruptcy Court entered the agreed order authorizing Tarrant County Senior Living Center, Inc., to self-report in lieu of the Court's appointment of a patient care ombudsman under 11 U.S.C. Sec. 333, which excused the appointment of a patient care ombudsman and required the Debtor to self-report. Tim Stuteville, Interim Executive Director of the Debtor, submitted the Debtor's report for the period Nov. 5, 2019 through Dec. 20, 2019, indicating: * There are 190 staff members employed at The Stayton at Museum Way. * During the Initial Reporting Period, The Stayton at Museum Way had no material complaints raised by vendors regarding payment or ordering issues. * The Stayton at Museum Way had three terminations and seven new hires during the Initial Reporting Period. * During the Initial Reporting Period, no material care concerns were reported to The Stayton at Museum Way. * During the Initial Reporting Period, The Stayton at Museum Way had no plans to re-open, close, or open a new facility. A full-text copy of the Self-Report is available at https://tinyurl.com/us39hpu from PacerMonitor.com at no charge. About Tarrant County Senior Living Center Incorporated in 2006, Tarrant County Senior Living Center, Inc., doing business as The Stayton at Museum Way -- https://www.thestayton.com/ -- is a not-for-profit corporation that has built a senior living retirement community in Fort Worth, Texas. Stayton operates a continuing care retirement community that offers its senior residents a continuum of care in a campus-style setting, providing living accommodations and related health care and support services to a target market of individuals aged 62 and older. Stayton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33756) on Nov. 5, 2019. In the petition signed by CRO Louis E. Robichaux IV, the Debtor was estimated to have assets ranging between $100 million and $500 million and liabilities of the same range. The Hon. Stacey G. Jernigan is the case judge. The Debtor tapped DLA Piper LLP (US) as bankruptcy counsel; Gilmore Bell, Esq., as bond counsel; Louis E. Robichaux IV at Ankura Consulting Group, LLC as chief restructuring officer; and EPIQ Corporate Restructuring, LLC as claims and solicitation agent. TAYLOR SMITH: United States Seeks Conversion, Dismissal or Trustee ------------------------------------------------------------------ In the Chapter 11 case of Taylor Smith Consulting, LLC, the United States of America moves for: (a) conversion of the Chapter 11 case to one under chapter 7, (b) dismissal of the case, or (c) the appointment of a chapter 11 trustee The Debtor owes more than $7.2 million to the IRS for unpaid payroll taxes, penalties, and interest. The Debtor also does not have sufficient income to confirm a plan that pays the IRS's claim. The United States moves for conversion, dismissal, or the appointment of a trustee based on both the absence of a reasonable likelihood of rehabilitation and prepetition gross mismanagement. At the first-day hearing on Nov. 26, 2019, the parties discussed with the Court the dire financial condition of the Debtor. The United States files this motion per that discussion on the record, although if the Debtor's December monthly operating report shows a dramatically improved financial condition, the United States may ask the Court to carry the hearing on this motion to a future date. Assuming that the Debtor paid $15,000 per month to the IRS in a plan, the United States calculates that it would take more than 22 years to repay $7,223,197 at 5% interest. This would not comply with 11 U.S.C. Sec. 1129)(a)(9). Hence, the United States requests that the Court convert this case to chapter 7. In the alternative, the United States requests that the Court dismiss this case. In the second alternative, the United States requests that the Court order the appointment of a chapter 11 trustee. A full-text copy of the Motion is available at https://tinyurl.com/yh5lxxs6 from PacerMonitor.com at no charge. About Taylor Smith Consulting Taylor Smith Consulting LLC, a Houston-based company that provides full-service staffing, contracting and management consulting services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-36553) on Nov. 25, 2019. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. Judge Christopher M. Lopez oversees the case. Susan Tran Adams, Esq., at Corral Tran Singh, LLP, is the Debtor's legal counsel. TECNICENTROS MUNDIAL: Court Confirms Amended Reorganization Plan ---------------------------------------------------------------- On Aug. 7, 2019, debtor Tecnicentros Mundial Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization, and on Oct. 2, 2019, it filed a First Amended Plan of Reorganization. On Oct. 23, 2019, after due notice and a hearing held on Oct. 23, 2019, the Court entered an order that for the reasons stated during the hearing, the Court approved the disclosure statement in support of the First Amended Plan. On Nov. 12, 2019, the Debtor and creditors Oriental Bank and M. Miller & Sons, LLC, filed an urgent motion informing the Court that (a) the parties reached an agreement whereby Miller & Sons withdrew a complaint against Oriental Bank and the Debtor under Adversary Case No. 19-00437, (b) the Debtor withdrew its objections to Miller & Sons' proof of claims, and (c) the Debtor, Oriental Bank, and M. Miller resolved all other controversies to allow the Court to scheduled a confirmation hearing. On, Dec. 17, 2019, the Court conducted a hearing to consider confirmation of the Amended Plan. On Dec. 26, 2019, Judge Enrique S. Lamoutte ordered that: * The Amended Plan and each of its provisions are approved and confirmed under Section 1129 of the Bankruptcy Code. * The Asset Sale contemplated in the Amended Plan is approved. On the effective date and subject to the closing of the Asset Sale, all Purchased Assets shall be sold and transferred to, and vested in, the Purchaser free and clear of all liens, claims, rights, liabilities, encumbrances and other interests. * The classification of Claims and interests for purposes of the distributions to be made under the Amended Plan shall be governed solely by the terms of the Amended Plan. * The Debtor is authorized to enter into and effectuate the transactions contemplated by the Amended Plan and may take any actions as may be necessary or appropriate to effect the wind down of its business, as and to the extent provided in the Amended Plan. A full-text copy of the Order Confirming the Plan is available at https://tinyurl.com/rslysne from PacerMonitor.com at no charge. About Tecnicentros Mundial Based in San Juan, Puerto Rico, Tecnicentros Mundial, Inc., a distributor of tires and tubes for passenger and commercial vehicles, filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-04471) on Aug. 6, 2019. In the petition signed by Jacklin Tirado Rivera, vice-president, the Debtor had total assets of $3,459,283 and total liabilities of $8,891,276. The case is assigned to Hon. Enrique S. Lamoutte Inclan. William Vidal Carvajal, Esq., in San Juan, Puerto Rico, is the Debtor's counsel. Luis Carrasquillo, CPA, is the financial advisor. TEPA PROPERTIES: Creditor Opposes Cash Use, Wants Trustee --------------------------------------------------------- Secured Creditor, La Aurora Management, Inc., moves for the entry of an order prohibiting TEPA Properties' use of its cash collateral and for the entry of an order granting it prospective in rem stay relief or, in the alternative, to convert this case to Chapter 7 or appoint a Chapter 11 Trustee for Tepa Properties LLC. La Aurora is a secured creditor by virtue of four mortgage liens on commercial real property owned by the Debtor located at 8800 SW 56 Street, Miami, Florida. The Real Property and La Aurora loans to the Debtor, and the Debtor mortgaged to La Aurora consists of a commercial lot containing a little less than two acres, on which there is situated a restaurant building consisting of about 13,000 square feet, and based on prior appraisals has an estimated value of about $5,400,000.00 and is more particularly described as a portion of Tract B of Hidden Valley, according to the plat thereof as recorded in Plat Book 90 at Page 82 of the Public Records of Dade (now Miami-Dade) County, Florida. The Purchase Money Loans - On August 29, 2013, La Aurora sold the Real Property to the Debtor and provided the Debtor with a credit facility whereby the Debtor executed and delivered to La Aurora a Balloon Promissory Note for the principal sum of $2,000,000.00. In connection with the above loans the Debtor executed and delivered to La Aurora an Assignment of Leases, Rents and Other Property wherein the Debtor assigned to La Aurora, among other things, all rents, income and profits derived from the use of the Real Property. As a result of the Debtor's breach of the payment obligations under the above referenced loans La Aurora initiated a state court foreclosure action on August 27, 2018, La Aurora Management, Inc. On Oct. 30, 2019, a Final Judgment of Foreclosure was entered in favor of La Aurora in the amount of $5,006,477.00 that set a judicial sale of the Real Property for December 4, 2019. The judicial sale set for Dec. 4, 2019, was stopped by the filing of this bare bones Chapter 11 bankruptcy in the evening of Dec. 3, 2019. The Debtor's Pre-Petition and Continued Use of the Real Property. The Debtor through an affiliated company, Chambao USA, LLC, operates a restaurant business out of the Real Property known as Chambao Restaurant. Chambao USA, LLC appears to have the same corporate structure as the Debtor, in that its manager is Mr. Gerardo Arquero Pereda and its Sole Member is Entreplatos USA, LLC. The Debtor's use of the property either directly or through its affiliate, Chambao USA LLC, appears to be nothing more than a scheme by its principals to usurp all cash and income generated by the Real Property while ignoring their basic financial and legal obligations. Based on the information provided by the Debtor’s Bare Bones petition this appears to be a single asset real estate case that has been filed in bad faith. The income generated by the Real Property is La Aurora’s cash collateral, and the Debtor is prohibited from using the cash collateral without La Aurora's consent or an order from this Court. La Aurora has not consented to the Debtor's use of its cash collateral and the Court has not authorized the use of the cash collateral. In fact, as of the filing of this motion the Debtor has not requested or moved the Court for an Order authorizing the use of cash collateral. Based on the Debtor's prepetition actions and the bad faith filing of this bankruptcy, La Aurora believes that the Debtor is collecting and using its cash collateral without La Aurora's consent or the Court's authorization. Under the circumstances of this case, La Aurora requests that the Court waive the 14-day stay period provided by Rule 4001. and the Court to appoint a Chapter 11 Trustee, pursuant to chapter 11 trustee if a party in interest proves cause, including fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the debtor by current management, or if such appointment is in the interests of creditors. Attorney for La Aurora: Alberto M. Cardet, Esquire 1330 Coral Way #301 Miami FL 33145 Tel: 305-403-7783 Fax: 1-855-787-6875 E-mail: alcardet@gmail.com A full-text copy of the Motion is available at https://tinyurl.com/yjwgmy4f from PacerMonitor.com at no charge. About Tepa Properties Tepa Properties LLC manages commercial real estate. Tepa filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-26228), on Dec. 3, 2019. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Gerardo Arquero Pereda, member manager. Judge A. Jay Cristol oversees the case. The Debtor is represented by Clara G. Martinez, Esq., at Clara Martinez Law PA. TWIN CARE HOME: Debtor Agrees to Appointment of Ombudsman --------------------------------------------------------- On Dec. 13, 2019, the United States Trustee filed a stipulation he entered with debtor Twin Care Home, Inc., regarding the appointment of a patient care ombudsman. The Court ordered that the stipulation is approved and the U.S. Trustee is directed to appoint a disinterested person as a patient care ombudsman pursuant to Sec. 333 (a)(2) of the Bankruptcy Code. A full-text copy of PCO Appointment is available at https://tinyurl.com/yeglqkvd from PacerMonitor.com at no charge. About Twin Care Home Based in Los Angeles, California, Twin Care Home, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-22666) on Oct. 28, 2019, estimating less than $1 million in both assets and liabilities. Dana M. Douglas, Esq., is the Debtor's counsel. U.S. REGIONAL: Trustee Sought in Involuntary Cases -------------------------------------------------- Petitioning creditor 160 Royal Palm, LLC, requests that the Bankruptcy to Court appoint a chapter 11 trustee in the Chapter 11 cases of: 1. South Atlantic Regional Center, LLC 2. United States Regional Economic Development Authority, LLC 3. United States Regional Economic Development Authority, Inc., and 4. Connect Insurance Group, Inc. 160 Royal was the owner of the real property located at 160 Royal Palm Way, Palm Beach, Florida comprising an uncompleted hotel/condominium project. Joseph Wash, Sr. controlled the Debtors and Non-debtor USREDA Holdings LLC. Prior to the installation of its current manager, Cary Glickstein, 160 Royal was controlled by Robert Matthews, and during the time when 160 Royal was controlled by Matthews, Matthews, along with Walsh and others, used the Palm House Property in a fraudulent scheme whereby dozens of foreign nationals were enticed into investing over $600,000 each with the promise of returns on such investments and the granting of United States visas under the EB-5 visa program. SARC and USREDA LLC conspired and participated in the Palm House Scheme of Walsh and Matthews to the detriment of the investor victims, who ended up losing their investments and not receiving EB-5 visas. The Palm House Scheme is the subject of two lawsuits filed in the United States District Court for the Southern District of Florida. On Nov. 22, 2019, the 160 Royal filed involuntary petitions against each of SARC, USREDA LLC, USREDA Inc., and CIG. None of the Debtors have filed an answer or otherwise responded to the involuntary petitions. Hence, 160 Royal requests that the Court appoint a single chapter 11 trustee pursuant to the Bankruptcy Code is warranted in each of the cases because Walsh, who is an individual that has absconded and is absent from the United States, and who is an individual implicated in at least two instances of fraud and dishonesty involving EB-5 investors in South Florida, ultimately, owns or at least controls, each of the Debtors. Here, according to 160 Royal, the Debtors have failed to even respond to the involuntary petitions filed against them last month, much less assume the duties of chapter 11 debtors in possession. According to 160 Royal, having the same chapter 11 trustee serve in each of the cases will reduce costs and duplication of efforts. Moreover, it adds that because the bodies of creditors in the involuntary cases will likely be substantially similar in composition, the same trustee in both cases will avoid duplication of effort and competition with respect to dominion over assets. A full-text copy of the Motion for a Chapter 11 Trustee is available at https://tinyurl.com/yzcq2ks3 from PacerMonitor.com at no charge. About Connect Insurance South Atlantic Regional Center, LLC, is a Florida corporation owned and managed by Joseph Wash, Sr. SARC is a United States Citizen and Immigration Services designated Regional Center. South Atlantic Regional Center and its affiliates United States Regional Economic Development Authority, LLC, United States Regional Economic Development Authority, Inc., and Connect Insurance Group, Inc., were subject to involuntary Chapter 11 petitions (Bankr. S.D. Fla. Case No. 19-25762, 19-25767, 19-25780, and 19-25799) filed by 160 Royal Palm, LLC in November 2019. The Petitioning Creditor's Counsel: Philip J. Landau, Esq. Eric Pendergraft, Esq. SHRAIBERG, LANDAU & PAGE, P.A. 2385 N.W. Executive Center Dr # 300 Boca Raton, FL 33431 Tel: (561) 443-0800 E-mail: plandau@slp.law ependergraft@slp.law UBIOME INC: Consumer Privacy Ombudsman Ordered ---------------------------------------------- The Court has considered the certification of counsel filed by Alfred T. Giuliano, the appointed chapter 7 trustee for the estate of UBiome Inc., regarding the need for appointment of a consumer privacy ombudsman in the chapter 7 case, and the Court has determined that the requirements of Bankruptcy Code are implicated in connection with the sale hearing scheduled for Dec. 19, 2019. After due deliberation, the Court has determined that the relief requested in the COC is in the best interests of the Debtor, its estate, and creditors; and good and sufficient cause having been shown. The Court ordered that the United States Trustee shall appoint a consumer privacy ombudsman in accordance with 11 U.S.C. Sec. 332(a) no later than the date that is 7 days before the Sale Hearing. The Ombudsman shall perform the functions set forth and shall be compensated pursuant to the Bankruptcy code upon approval by the Court of a request for compensation. A full-text copy of Order is available at https://tinyurl.com/ucfymq4 from PacerMonitor.com at no charge. 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. In October 2019, the Bankruptcy Court converted the Chapter 11 bankruptcy case to a Chapter 7 liquidation. UBIOME INC: Elise Frejka Named Consumer Privacy Ombudsman --------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, pursuant to Bankruptcy Code and the Court's order on December 4, 2019 directing, inter alia, the appointment of a consumer privacy ombudsman, has appointed Elise S. Frejka as the Consumer Privacy Ombudsman for uBiome Inc. Sec. 332(b) and (C) of the Bankruptcy Code provide that the consumer privacy ombudsman may appear and be heard at such hearing and shall provide to the court information to assist the court in its consideration of the facts, circumstances, and conditions of the proposed sale or lease of personally identifiable information information may include presentations: (1) the Debtor's privacy policy; (2) the potential losses or gains of privacy to consumers if such sale or such lease is approved by the court (3) the potential costs or benefits to consumers if such sale or such lease is approved by the court; and (4) the potential alternatives that would mitigate potential privacy losses or potential costs to consumers. The PCO can be reached at: Elise S. Frejka Frejka PLLC 420 Lexington Avenue, Suite 310, New York, NY 10170 Telephone: (212) 641-0848; E-mail: efrejka@frejka.com A full-text copy of Notice of PCO Appointment is available at https://tinyurl.com/tohctcj from PacerMonitor.com at no charge. 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. In October 2019, the Bankruptcy Court converted the Chapter 11 bankruptcy case to a Chapter 7 liquidation. USF HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on USF Holdings LLC to negative from stable and affirmed its 'B' issuer credit rating on the company and 'B+' issue-level rating on the company's existing term loan B. USF planned to refinance in August 2019, but the refinancing did not go through. The company planned to issue senior notes to repay its outstanding term loan B (maturing December 2021) and outstanding ABL revolver borrowings. Concern about the auto cycle has resulted in a high yield market that is not as robust within the automotive segment. In addition, the GM strike has further delayed refinancing. S&P now believes there is a higher risk that the company is unable to refinance within the next six months. The negative outlook reflects USF's increased refinancing risk, as well as the ongoing tight covenant headroom. Although S&P thinks USF should be able to refinance, there is a chance that continued market weakness or lower profitability will affect USF's ability to refinance within the first half of 2020. "We could lower our ratings on USF within the next six months if the company does not successfully refinance. Although more unlikely, if the company does refinance, we could still lower our ratings over the next 12 months if we expect discretionary cash flow (DCF)-to-debt to decline below 5% and leverage above 5x on a sustained basis," S&P said. "We could revise the outlook back to stable if the company successfully refinances, resulting in improved liquidity with more cushion on the covenants and we expect DCF-to-debt to remain above 5%," the rating agency said. VALADOR INC: Wants to Continue Using Cash Collateral Until April 30 ------------------------------------------------------------------- Valador, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to continue using cash collateral in the ordinary course of the business for the period from Jan. 1, 2020 through 5 p.m. on April 30, 2020 and grant Essex Bank adequate protection as set forth in the Consent Order. The Debtor is indebted to Essex Bank in connection with a $3.5 million line of credit loan that Essex Bank previously provided to the Debtor. The indebtedness is secured by a first-priority security interest against all of the Debtor's inventory, equipment, accounts, accounts receivable, chattel paper, instruments, letter of credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights of payment and performance, general intangibles, payment intangibles, software, and all records relating to any of the foregoing and all products and proceeds of any of the foregoing. About Valador Inc. Headquartered in Herndon, Virginia, Valador, Inc., is a business that delivers solutions for collecting, maintaining, visualizing, and protecting its clients' information. It focuses on four key business areas: modeling and simulation, information assurance, management consulting, and software engineering. It employs innovative solutions such as the use of 3D immersive visualization to address its clients' complex challenges including decision support, strategic planning, risk management, safety and reliability, assessment of alternatives, and information security. Valador sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-14168) on Dec. 13, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Klinette H. Kindred. Richard Hall, Esq., is the Debtor's legal counsel. VICI PROPERTIES: Fitch Assigns BB Rating on New Sr. Unsec. Notes ---------------------------------------------------------------- Fitch Ratings assigned 'BB'/'RR4' ratings to VICI Properties L.P.'s proposed senior unsecured notes. VICI OP is a subsidiary of VICI Properties Inc. The Long-Term Issuer Default Rating for VICI OP, VICI and VICI Properties 1 LLC is 'BB'. The Rating Outlook is Stable. The senior unsecured notes are being issued in three tranches, maturing 2025, 2027, and 2030.The proceeds will be used to redeem $498 million of VICI's outstanding second-lien notes and to fund $3.2 billion of transactions associated with the Eldorado Resorts, Inc. (ERI) and Caesars Entertainment Corp. (CEC) merger. VICI will also use $1.3 billion of equity proceeds, which were raised through forward agreements as part of a larger $2.5 billion equity offering in June 2019.. The merger related transactions include the purchase of the real assets of Harrah's Atlantic City, Harrah's Laughlin and Harrah's New Orleans as well as lease modifications associated with Caesars Palace Las Vegas and Harrah's Las Vegas. The notes proceeds not used for the second-lien redemption will be kept in escrow until the merger between CEC and ERI finalizes. VICI's 'BB' IDR reflects the company's stable triple net lease (NNN) cash flows, good geographic asset diversification and conservative financial policy. Negatively, VICI's assets, except Margaritaville Bossier City, are fully encumbered by its senior secured credit facility. VICI has high tenant concentration; lower contingent liquidity relative to more traditional asset classes such as multi-family housing, office and retail; and, per Fitch's estimates, lower asset level rent coverage relative to gaming REIT peers. With respect to lease structuring, CEC related leases' asset-level coverage could improve accounting for merger synergies with ERI. VICI places more emphasis on corporate-level lease coverage where it compares well with peers. KEY RATING DRIVERS Stable NNN REIT Cash Flow: VICI benefits from a NNN structure with its tenants. CEC, soon to be acquired by ERI, will comprise 88% of VICI's total rent pro forma for the pending transactions. CEC leases regional gaming assets from VICI under a long-term master lease and CEC is responsible for capex of the properties. Caesars Palace Las Vegas and Harrah's Las Vegas are leased under a separate combined NNN master lease, pro forma for the ERI and CEC merger. The CEC leases will all be guaranteed by ERI, which will cover VICI leases with EBITDAR by approximately 3x pro forma for the pending transactions. VICI diversified its tenant mix with a series of acquisitions since its spin-off from CEC introducing Penn National Gaming, Hard Rock International, JACK Entertainment and Century Casinos into the tenant mix. These tenants will represent about 17% of VICI's rent on a pro forma basis. VICI's assets are geographically diverse throughout the U.S. with about 69% of the rent coming from less cyclical regional markets. Fitch views VICI's rent stability less favorably relative to peers given the lower asset/master lease level rent coverage estimated by Fitch and the lack of asset/master lease level coverage disclosure given limited disclosure by its tenants. Conservative Financial Policies: VICI has a conservative target leverage range of 5.0x-5.5x net debt/EBITDA and has shown willingness to issue equity to remain within the target range when making acquisitions. VICI raised $5.7 billion in equity since its spin-off to delever and to fund acquisitions. The company also tends to pre-fund the equity portion of its acquisitions in order to mitigate equity market risks with the company pricing $2.5 billion of equity to fund its pending transactions. Pro forma for these transactions closing, Fitch estimates that VICI will be within its target leverage range. Weaker Contingent Liquidity: VICI's capital structure is mostly encumbered with all assets, except Margaritaville Bossier City, being pledged to the senior secured credit facility. VICI has expressed interest in migrating toward a fully unsecured capital structure, which Fitch expects to occur over the next several years. Pro forma for the proposed notes issuance and the redemption of the second lien notes VICI's capital structure will be approximately 69% unsecured. More broadly, gaming REIT's contingent liquidity in the form of mortgage debt or asset sales is not as robust as that of the more traditional REIT asset classes. Gaming properties are a specialty property type that appeals to a smaller universe of institutional real estate investors and lenders than core commercial property sectors, such as office, industrial, retail and multifamily properties. There are examples of gaming companies accessing debt secured by specific assets in a time of stress. There are also examples of gaming assets in CMBS transactions, but Fitch views the through-the-cycle availability of capital from this avenue as weaker than secured mortgages from balance sheet lenders, including life insurance companies, and, to a lesser extent, banks. Lower Asset-Level Rent Coverage: VICI has lower asset-level rent coverage per Fitch's rough estimates based on limited disclosure made available by CEC. Per Fitch's estimates, the CEC leases have EBITDAR/rent coverage on a master lease level of well under 2x with a prospect of getting back to around 2x once the ERI/CEC merger synergies are realized. Recent transactions were done with initial asset-level rent coverage set at around 1.7x. VICI's leases are guaranteed by the tenants and the company places greater emphasis on corporate level rent coverage, which is solid. The ERI/CEC related transactions could reduce the rent coverage of the existing CEC leases notwithstanding the potential upside of the synergies from the merger with ERI ($500 million estimated by ERI). The Centaur asset put/call options would set rent at 1.3x coverage for the two Indiana assets. The assets would be inserted into VICI's main master lease diluting the coverage in that lease (excluding the ERI synergies). The Harrah's Las Vegas and Caesars Palace Las Vegas rents will also be increased. The two assets will be in one master lease with total rent of approximately $395 million. Pro forma for all of the pending or likely ERI related transactions, including the lease modifications and the acquisitions of the Centaur assets and the Atlantic City, Laughlin and New Orleans assets, rent coverage of the Caesars' two leases will be roughly 1.5x per Fitch's rough estimate. The merger synergies could potentially raise these coverage levels above 2x, but there is execution risk and uncertainty with respect to how the synergies will be allocated among Caesars properties. Caesars does not disclose information necessary to calculate asset/lease level rent coverage. The lack of disclosure plus the fact that Caesars-related leases will not have EBITDAR coverage tests for the annual escalators could make it difficult to detect coverage improvements or deterioration. Fitch believes that lower asset-level rent coverage increases the probability that a lease may potentially be renegotiated in a downturn. In VICI's case, the leases are guaranteed by the tenants' respective parent entities; however, the tenants generally have weaker credit profiles relative to VICI with the exception of Seminole Hard Rock International (BBB). Therefore, Fitch puts more emphasis on asset/lease level coverage. Independent Governance: VICI's governance is independent from Caesars following VICI's spin-off in 2017 with VICI's largest shareholders being large institutional investors including REIT-focused actively managed and index funds. VICI's board is largely independent, with the only non-independent director being its CEO, and is comprised of REIT, gaming, legal and investment professionals. VICI's CEO is a REIT veteran with experience at leisure and lodging REITs. VICI's management team includes one former Caesars executive, John Payne (COO). DERIVATION SUMMARY VICI's main peers are gaming REITs including Gaming and Leisure Properties Inc. (GLPI; BBB-) and MGM Growth Properties LLC (MGP; BB+). All three REITs have comparable credit metrics and share a leverage target range of 5.0x-5.5x. VICI is conservative with respect to issuing equity ahead of acquisitions and remaining within its targeted leverage range whereas GLPI and MGP may go outside their respective ranges, but would look to be within their ranges in less than 12 months. GLPI's 'BBB-' IDR reflects GLPI's longer track record as a public REIT with a fully unsecured capital structure; well laddered maturity schedule; mostly conservatively constructed leases featuring solid coverage and master lease structures; and best-in-class disclosure, made possible by its tenants' coverage disclosure. MGP's assets are encumbered with a senior secured credit facility but, like VICI, the company has made strides introducing unsecured debt into the capital structure with the majority of the capital being unsecured at this point. The asset level rent coverage of the master lease with MGM Resorts Entertainment (MGM) is solid at about 1.9x. MGM's majority stake in MGP is viewed negatively by Fitch, but there is enough separation through MGP's governance and debt documentation that the potential conflicts of interest are manageable. Nevertheless, MGP's IDR is unlikely to be more than two notches above MGM's as long as MGM has voting control over MGP. Outside gaming REITs, EPR Properties (BBB-), a leisure/entertainment oriented REIT, is VICI's closest peer. EPR also maintains a 5.0x-5.5x leverage target range. EPR has similar contingent liquidity issues as gaming REITs, but like GLPI, has a REIT-like balance sheet with an all-unsecured capital structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Fitch's base case incorporates pending transactions and the associated financings including the repayment of the second-lien debt; -- Full-year benefit of the rent in 2020 from Greektown ($55.6 million), JACK Cincinnati ($42.8 million), Century Casinos master lease assets ($25 million), Caesars/ERI merger related transactions ($253 million) and JACK Cleveland/Thistledown master lease assets with related $50 million loan ($70.4 million rent and interest). Rent grows at about 1.7% per year due to the escalators and no other M&A transactions assumed following the pending transactions; -- $1.3 billion equity and $2.5 billion unsecured notes issued in the first-half 2020 to close on the ERI and CEC merger transactions and redeem the second-lien notes; -- $24 million general and administrative expenses, $1 million of capex and $10 million EBITDA attributable to golf operations per year; -- 90% of FCF is paid out as dividends although the company targets a lower payout ratio of 75% of available funds from operations. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Track record of acquisitions with asset level rent coverage being closer to 2x; -- Improvement in Caesars' (or surviving entity following ERI merger) credit profile and its estimate of Caesars' lease coverage levels due to EBITDAR growth; -- Greater disclosure on rent coverage at asset or master lease level; -- Further migration toward increasing the unsecured debt mix; -- Diversification in tenant base; -- Greater staggering of the maturity schedule; -- Net debt/EBITDA remaining within the 5.0x-5.5x range or, absent VICI making progress with respect to the above sensitivities, net debt/EBITDA target being set at below 5.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Net debt/EBITDA sustaining above 5.5x; -- Significant deterioration in Caesars' (or surviving entity following the ERI merger) credit quality; -- Increased aggressiveness with respect to acquisition and lease underwriting, especially relating to transactions with Caesars or the surviving company following Caesars' merger with ERI. LIQUIDITY AND DEBT STRUCTURE VICI has solid liquidity with a $1 billion undrawn revolver maturing in 2024. VICI's high cash balances as of Sept. 30, 2019 will be used to close the acquisition of the JACK Cleveland/Thistledown assets. Longer-term, VICI will operate with roughly a quarterly dividend payment's worth of cash on hand. Pro forma for the redemption of the second-lien notes, the nearest maturity will be the term loan B maturing in 2024. A negative liquidity consideration is VICI's concentrated maturity profile with nearly a third of the debt maturing in 2024. Fitch estimates that more than a third of VICI's capital structure pro forma for the pending transactions will be unsecured. Fitch expects VICI to continue to migrate toward an unsecured debt structure over the next several years and to rely on unsecured notes and equity for future acquisitions. The pending and future issuances will also address VICI's concentrated maturity schedule. VICI's senior secured credit facility is issued out of VICI PropCo, which sits below the operating partnership (OP) entity. The OP is the issuer of the unsecured notes, which are guaranteed by VICI PropCo. The 'BBB-'/'RR1' rating on the senior secured credit facility reflects the facility's strong overcollateralization and tight covenants in the credit agreement and the anticipated notes indenture limiting senior secured debt. EXTERNAL APPEAL COMMITTEE OUTCOMES In accordance with Fitch's policies the Issuer appealed and provided additional information to Fitch that resulted in a rating action that is different than the original rating committee outcome. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. VICI has an ESG Relevance Score of 4 for Financial Transparency due to lower transparency around rent coverage relative to industry peers. VICI PROPERTIES: Moody's Hikes Rating on Sr. Unsecured Notes to Ba3 ------------------------------------------------------------------- Moody's Investors Service upgraded the senior unsecured debt rating of VICI Properties L.P. to Ba3 from B1 and all the ratings of VICI's wholly-owned subsidiary, VICI Properties 1 LLC, including the senior secured credit facilities to Ba2 from Ba3 and its second lien notes to Ba3 from B1. In the same rating action, Moody's assigned a Ba3 rating to VICI's $2.5 billion senior unsecured notes currently being marketed and affirmed its corporate family rating at Ba3. VICI's speculative grade liquidity rating of SGL-2 remains unchanged. The rating outlook was revised to stable from positive. Upgrades: Issuer: VICI Properties L.P. Gtd Senior Unsecured Notes, Upgraded to Ba3 from B1 Issuer: VICI Properties 1 LLC Gtd Senior Secured Term Loan B, Upgraded to Ba2 from Ba3 Gtd Senior Secured Revolving Credit Facility, Upgraded to Ba2 from Ba3 Gtd Senior Secured Regular Bond/Debenture, Upgraded to Ba3 from B1 Assignment: Issuer: VICI Properties L.P. Gtd Senior Unsecured Notes, Assigned Ba3 Affirmations: Issuer: VICI Properties L.P. Corporate Family Rating, Affirmed Ba3 Outlook Actions: Issuer: VICI Properties L.P. Outlook, Changed To Stable From Positive Issuer: VICI Properties 1 LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE The rating upgrade reflects VICI's capital mix shift to mostly unsecured debt in its capital structure with the proposed offering of up to $2.5 billion of unsecured bonds. For a speculative-grade REIT that has primarily issued unsecured debt, the senior unsecured debt rating is typically equal to the corporate family rating and the senior secured debt rating is typically one notch higher than the CFR. Pro-forma for the proposed bond offering, VICI's unsecured notes will be 61% of the REIT's capital structure and the senior secured term loan B and the senior secured revolving credit facility will be 27% and 13%, respectively. The proceeds from the proposed bond offering will be used primarily to fund the previously announced Eldorado acquisition and the remainder is to refinance the $498.5 million second lien notes. On June 24, 2019, VICI entered into a definitive agreement with Eldorado Resorts, Inc. (B1 Ratings Under Review) to acquire all of the land and real estate assets associated with Harrah's New Orleans, Harrah's Laughlin, and Harrah's Atlantic City for an aggregate purchase price of approximately $1.8 billion. These assets will be added to the non-Caesars Palace Las Vegas (Non-CPLV) Master Lease Agreement with an annual rent increase of $154 million at closing. Additionally, in exchange for $1.4 billion, the rent under the Caesars Palace Las Vegas (CPLV) Lease Agreement and the Harrah's Las Vegas (HLV) Lease Agreement will increase by $98.5 million. Eldorado will use the proceeds to partially finance its combination with Caesars Entertainment Corporation. While the proposed unsecured bond offering will cause the REIT's leverage to rise, Moody's expects VICI's Net Debt/ EBITDA on a pro forma basis to remain well below 6.0x, which is appropriate for VICI's existing rating category. VICI finished the third quarter of 2019 with TTM Net debt to EBITDA of 4.5x but Moody's expects management to operate near the mid 5.0x net debt to EBITDA level long-term. Following its IPO in February 2018, VICI used the net proceeds to pay down its revolving credit facility, partially redeem the second-lien notes, and pay down its Term Loan B. As a result, the REIT materially improved its leverage profile. The rating affirmation of VICI's CFR at Ba3 reflects its high quality and geographically diverse portfolio of properties, and solid cash flow, and prudent capital management policy. The stable cash flow is supported by the REIT's long-term triple net leases that are operated under the well-recognized names by leading industry operators such as Caesars Entertainment Corporation, Penn National Gaming, Inc. and Hard Rock International. These credit strengths are partially offset by VICI's negligible unencumbered assets pool and high secured debt to gross asset ratio. The low level of unencumbered asset weakens the REIT's financial position that is already hindered by the relative illiquidity of casino assets versus other real estate property types. Tenant concentration risk is also a concern, albeit improving modestly since the IPO, with acquisitions throughout regional gaming markets. The ratings also incorporate an experienced and independent management team with a long track record and strong knowledge of the gaming and hospitality sector. The bench strength should enhance VICI's ability to expand in the gaming and hospitality sector, while good corporate governance will help to sustain the prudent financial policy and expansion as the REIT seeks to diversify into non-gaming properties in order to fulfill its external portfolio growth expectations. The stable outlook incorporates this expectation. The gaming REIT sector is relatively new but the public REITs already owned approximately 40% of the industry based on gross gaming revenue. VICI's SGL-2 rating is supported by its cash flow generation, ample revolver availability, and a minimal near-term maturity schedule, which supports growth. At September, 30, 2019, VICI had $431 million unrestricted cash and $342.8 million of highly liquid short term investments held as available for sale securities, which are comprised of short-term investment grade commercial paper and discount notes issued by GSEs and FHLBs. On May 15, 2019, VICI amended its revolving credit facility to increase the borrowing capacity by $600 million to a total of $1.0 billion and extended the maturity date to May 2024. The $1.0 billion credit facility was fully available at September 30, 2019. Nonetheless, a mostly encumbered asset pool diminishes the REIT's liquidity position. Its unencumbered assets to gross assets were a modest 12.3% at September 30, 2019. The gaming sector is facing increased social responsibility scrutiny. Gaming operators continue to promote their products to individuals already identified as problem gamblers. Demographic and consumer preferences are also moving in a direction that does not favor traditional casino gaming. The risk to the REIT landlord is mitigated by the fact that casinos' sizable tax revenues will likely incentivize state and local governments to facilitate the process of replacing distressed gaming operators should that become necessary. While there are limited alternative uses for gaming properties, the limited number of licenses for gaming also provides a barrier to entry for new competitors and increases the attractiveness of these assets to gaming operators. An upgrade would require unencumbered assets to gross assets to approach 50% and a prudent growth strategy on a leverage neutral basis as the REIT seeks to diversify into non-gaming properties in order to fulfill its external portfolio growth expectations, while maintaining ample liquidity. The rating upgrade will also be predicated on net debt to EBITDA remaining below 5.5x and fixed charge coverage being above 3.5x, In addition, an upgrade will require VICI to reduce its secured debt to less than 20% of gross assets, most likely from its continued shift to an unsecured debt capital structure. Negative rating pressure would emerge if Moody's becomes more concerned about the credit profiles of VICI's large tenants. The ratings would also be lowered if VICI's financial performance were to deteriorate such that its net debt to EBITDA is approaching 6.0x, fixed charge coverage falls below 3.0x or if VICI reverses the current refinancing trend that has improved its secured debt to gross assets ratio. Sizable leveraged acquisitions would also lead to negative rating pressure. W.P. MURPHY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: W.P. Murphy, Inc. dba Murphy Readymix Concrete aka William P. Murphy Inc. 11695 E. FM 1518 N Schertz, TX 78154 Business Description: W.P. Murphy, Inc. manufactures ready-mixed concrete. Chapter 11 Petition Date: January 22, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-50145 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Dean W. Greer, Esq. DEAN W. GREER 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: (210) 342-7100 Email: dwgreer@sbcglobal.net Total Assets: $1,736,050 Total Liabilities: $4,762,941 The petition was signed by Kelly T. Murphy Perez, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/jt2NQF WALKER COUNTY: Patient Care Ombudsman Appointed ----------------------------------------------- Henry G. Hobbs, Jr., Acting United States Trustee for the Southern District of Texas appointed Susan N. Goodman, a disinterested person, as patient care ombudsman in the case of Walker County Hospital Corporation pursuant to 11 U.S.C. Sec. 333(a)(2)(A). The patient care ombudsman will have the duties specified in 11 U.S.C. Sec. 333(b) and (c), and Bankruptcy Rule 2015.1. The PCO can be reached at: Susan N. Goodman, RN JD Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Tel: (520) 971-7061 Fax: (520) 575-4075 E-mail: sgoodman@pivothealthaz.com A full-text copy of the order is available at https://tinyurl.com/uw8abd6 from PacerMonitor.com at no charge. About Walker County Hospital Corp. Walker County Hospital Corporation -- https://www.huntsvillememorial.com/ -- operates a community hospital in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-36300) on Nov. 11, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge David R. Jones. The Debtor tapped Waller Lansden Dortch & Davis, LLP and Morgan, Lewis & Bockius LLP as bankruptcy counsel; Healthcare Management Partners, LLC as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. WALL TO WALL: May Continue Using Cash Collateral Through May 3 -------------------------------------------------------------- Judge David W. Hercher of the U.S. Bankruptcy Court for the District of Oregon authorized Wall to Wall Tile & Stone-Oregon LLC and its affiliates to use cash collateral in accordance with the terms of Fifth Interim Order and the Budget. The Debtors may use cash collateral to fund the reasonable, necessary, and ordinary costs and expenses of their operations through the date that is the earlier of (a) May 3, 2020, or (b) entry of a subsequent order of the Court terminating Debtors' authority to use Cash Collateral. Wells Fargo Bank, National Association and Wells Fargo Equipment Finance, Inc. are each granted a replacement security interest in and lien upon their assets generated or acquired from and after the Petition Date of the same category, kind, character, and description as were subject to their respective lien on the Petition Date. Such Replacement Liens will be in addition to Wells Fargo Bank and Wells Fargo Equipment Finance's respective rights in the Collateral and will be senior in priority to any and all liens or security interests in the assets of Debtors and their estates, whenever granted. In addition, Wells Fargo Bank will be paid adequate protection payments in the amount of $23,000 per month. The Debtors will also make monthly payments to Wells Fargo Equipment Finance (a) the amount of $7,264.22 on the 15th day of each month; and (b) the amount of $56,620.04 on the last day of each month. About Wall to Wall Tile & Stone Based in Vancouver, Washington, Wall to Wall Tile & Stone, LLC -- http://walltowallcountertops.com/-- a granite and quartz stones supplier, and two affiliates filed a voluntary Chapter 11 petitions (Bankr. D. Oregon Lead Case No. 19-32600) on July 16, 2019. At the time of filing, Wall to Wall Tile & Stone's estimated assets and liabilities were $10 million to $50 million. The cases are assigned to Hon. David W. Hercher. The Debtors are represented by Timothy J. Conway, Esq., Michael W. Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Ore. The U.S Trustee for Region 18 on July 26, 2019, appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, and Arch & Beam Global, LLC as its financial advisor. WD-I ASSOCIATES: Jan. 28 Auction of Shopping Center Set ------------------------------------------------------- Judge John E. Waites of the U.S. Bankruptcy Court for the District of South Carolina authorized to WD-I Associates, LLC's bidding procedures in connection with the sale of seven parcels of real property in Hilton Head, South Carolina, together with the leases and the business operated thereon ("Shopping Center"), to Mid-Atlantic Commercial Properties, LLC for 18.75 million, subject to overbid. The form of the Purchase Agreement is approved. The Debtor will file a separate motion asking approval of the Contract with Drayton-Parker Companies, LLC, which motion will be scheduled for hearing on Jan. 28, 2019 at 9:30 a.m. at the same time and date as the hearing on the Sale Motion, which Parker Motion may be considered by the Court in the event that the person tendering the highest and best offer for the Shopping Center desires to receive as assignment of the Parker Contract. Subject to the conditions set forth herein and in the Purchase Agreement, the Stalking Horse Purchaser will be entitled to a break-up fee in the amount of $187,500, plus actual out-of-pocket costs, including reasonable attorneys' fees and reasonable expense of due diligence, not to exceed $100,000. In the event that the Stalking Horse Purchaser is entitled to the Break-up Fee, within two days after entry of the Sale Order it will provide passive notice of its Stalking Horse Expenses, with copies of the invoices supporting such expenses, to the Debtor, the Lenders and the U.S. Trustee and the Notice Parties. If any party objects to the amount or calculation of the Stalking Horse Expenses, such party will file an objection with the Bankruptcy Court within 14 days after receipt of such notice. Any order approving the Sale Motion will contain the following provisions: "Upon closing, the net cash proceeds from the sale will be distributed as follows: (1) To taxing authorities with statutory liens against the Property, in the amount of the statutory lien; (2) Commission to Brokers - 3% of the sale price totaling approximately $562,500; and (3) U.S. Quarterly Fees - 1% of disbursements, estimated to be no less than $187,500; (4) Set aside for Administrative Claimants - $100,000 of the sale proceeds will be set aside, in the Debtor's operating DIP account, to fund any potential administrative claims asserted against the Debtor, which amount will be available to pay allowed administrative claims asserted through the date of the Closing on the sale in addition to allowed professional fees associated with the sale, closing and closure of the Chapter 11. The funds remaining in the Debtor's operating DIP account, after payment of allowed administrative expense claims and the $200,000 carve out for non-priority, general unsecured claims as set forth, will continue to be subject to the lien of Bank of Arkansas and will be remitted to Bank of Arkansas until its claim is paid in full. (5) Unsecured Creditors - $200,000 of the sale proceeds will be paid into the Debtor's real estate debtor in possession account and used solely to pay allowed non-priority, general unsecured claims, including but not limited to any unsecured portion of the secured claims filed by the Subordinated Lenders, and will be used to satisfy allowed non-priority, general unsecured claims regardless of how the Debtor's bankruptcy case is ultimately resolved whether pursuant to a confirmed chapter 11 plan, dismissal or otherwise. Notwithstanding the foregoing, no deficiency claim of Bank of Arkansas will be paid from the $200,000. The provision will be binding on any trustee appointed in the bankruptcy case. (6) Secured Creditors - The balance of the proceeds will be paid to Bank of Arkansas until its claim is paid in full. In the event that the net sale proceeds (after the payment of the foregoing expenses) exceed the payoff to Bank of Arkansas, the balance will be paid to the Subordinated Lenders." The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 22, 2020 at 10:00 a.m. (EST) b. Initial Bid: Stalking Horse Bid plus $387,500 c. Deposit: $300,000 d. Auction: If the Debtor receives more than one Qualified Bid (in addition to the Stalking Horse Bid), the Court will conduct an auction (the “Auction”) with respect to the Shopping Center at 1100 Laurel Street, Columbia South Carolina, 29201 on Jan. 28, 2020, beginning at 9:30 a.m., local time. e. Bid Increments: $100,000 f. The Bank of Arkansas will be deemed a Qualified Bidder, may submit a Qualifying Bid on the Bid Deadline and may bid up to the full amount of its claim, including its principal, accrued interest and costs which totaled approximately $21.5 million as of the date of the filing of the Motion. A precise payoff will be available on the Auction Date. To the extent that the holder of a secured claim desires to credit bid as part of the purchase price, it must pay cash, as part of its Qualified Bid, for any expenses of sale (including but not limited to, any commission to Lee & Associates, any quarterly fees to the US Trustee incurred arising from the sale, any secured claim superior to such claim, $200,000 to fund a payment to the Unsecured creditors, $100,000 to set aside funds to pay administrative expense claims and any Break-Up Fee approved by the Court). In the event that the holder of a secured claim participates in the auction through a partial credit bid, it will not participate, in the approval process, during the auction or bid selection until it is no longer participating as a bidder at the auction. A copy of the Bidding Procedures is available at https://tinyurl.com/r3wc42u from PacerMonitor.com free of charge. About WD-I Associates, LLC WD-I Associates, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The company is the fee simple owner of land and improvements known as Sea Turtle Marketplace, which has an appraised value of $20.5 million. The property is located at 430 William Hilton Parkway, Hilton Head Island, S.C. WD-I Associates sought protection for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 19-02517) on May 7, 2019. In the petition signed by Jon Wheeler, manager of WD-I Management, LLC, the Debtor disclosed $22,809,092 in assets and $33,582,202 in total liabilities. Judge John E. Waites presides over the case. Kevin Campbell, Esq. at Campbell Law Firm, P.A. is the Debtor's counsel. WEEKS HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Weeks Holdings, LLC 7961 W. Sunset Ranch PL Tucson, AZ 85743 Business Description: Weeks Holdings, LLC is a privately held company in Tucson, Arizona. Chapter 11 Petition Date: January 22, 2020 Court: United States Bankruptcy Court District of Arizona Case No.: 20-00766 Judge: Hon. Scott H. Gan Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS, P.C. 3505 N. Campbell Ave. Suite 504 Tucson, AZ 85719 Tel: (520) 623-8330 Email: law@ericslocumsparkspc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sherre Weeks (sherreweeks@gmail.com), manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/6emqoY WESTPORT HOLDINGS: $750K Note From Buyer to Pay Off Unsecureds -------------------------------------------------------------- Debtors Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership by and through Jeffrey W. Warren, as Liquidating Trustee, filed a Second Amended and Restated Joint Plan of Liquidation Under Chapter 11 of the United States Bankruptcy Code dated as of December 31, 2019. The Plan provides for (i) the liquidation of the Purchased Assets after the Effective Date and in accordance with the Confirmation Order and a subsequent order of the Bankruptcy Court providing for the sale, under the Plan, of substantially all of the Purchased Assets free and clear of any and all Liens, except the Assumed Liabilities and the Permitted Exceptions, to a Buyer, (ii) the Distribution of the Cash Sale Proceeds to holders of allowed claims at or as soon as reasonably practicable following the Closing, and (iii) the teleases and issuance of the Bar Order and injunctions. The Buyer has not yet been identified. The Plan defines "Buyer" as the purchaser of the Purchased Assets pursuant to an Asset Purchase Agreement entered into between the Liquidating Trustee and such purchaser. Each Holder of an Allowed Class 14 Unsecured Claim will receive from the Buyer, in full and final satisfaction of such Holder's Allowed Class 14 Unsecured Claim, a Subordinated Unsecured Note in the face amount of the Holder's pro rata share of $750,000, pursuant to which such Holder shall receive pro rata quarterly payments of Buyer's Available Cash beginning on the last Business Day of the first full calendar quarter and continuing on the last Business Day of each subsequent calendar quarter until paid in full. The Plan provides for the implementation of the Mediated Settlement Agreement between the Debtors, their principals and Affiliates, and the Official Committee of Resident Creditors, and the Insider Release Parties, by the transfer of all operations of the Health Center to the New Health Center Operators and the appointment of the Liquidating Trustee to oversee the operations of the Facilities, market and sell the Facilities, and otherwise manage the orderly liquidation of the remaining assets of the Debtors' Estates and Westport Nursing Tampa, L.L.C. (WNT) for the benefit of creditors. The Liquidating Trustee will use the Cash Sale Proceeds to fund Distributions to Holders of Allowed Claims under the Plan. A full-text copy of the Amended Joint Plan of Liquidation dated Dec. 31, 2019, is available at https://tinyurl.com/yeyctp8k from PacerMonitor.com at no charge. The Liquidating Trustee is represented by: BUSH ROSS, P.A. Jeffrey W. Warren Adam Lawton Alpert 1801 N. Highland Ave. Tampa, FL 33602 Tel: (813) 224-9255 Fax: (813) 223-9620 E-mail: jwarren@bushross.com aalpert@bushross.com About Westport Holdings Tampa Westport Holdings Tampa, d/b/a University Village, is a care retirement community in Tampa, Florida. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end of life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr.M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016. Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy counsel. Broad and Cassel is the special counsel for healthcare and related litigation matters. Jeffrey Warren was appointed as examiner in the Debtors' cases. He is represented by Bush Ross, P.A. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 11, 2016, and an official committee of resident creditors on Dec. 29, 2016. The resident committee is represented by Jennis Law Firm. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Desarrolladora Villas De San Blas, S.E. Bankr. D.P.R. Case No. 20-00087 Chapter 11 Petition filed January 14, 2020 See https://is.gd/9R1u20 represented by: Alexis A. Betancourt Vincenty, Esq. LUGO MENDER GROUP, LLC In re Prometheus Health Imaging, Inc. Bankr. D. Del. Case No. 20-10091 Chapter 11 Petition filed January 15, 2020 See https://is.gd/FS48sp represented by: Peter F. Mayer, Esq. Email: pmayerlaw@pm.me In re IGI Restaurant, Inc. Bankr. E.D.N.Y. Case No. 20-40256 Chapter 11 Petition filed January 15, 2020 See https://is.gd/Ap7LBm represented by: Martin S. Fishman, Esq. LAW OFFICES OF MARTIN S. FISHMAN E-mail: fishmanlaw@verizon.net In re Dhaka Cab Corp. Bankr. E.D.N.Y. Case No. 20-70345 Chapter 11 Petition filed January 15, 2020 See https://is.gd/krq6l4 represented by: Thomas A. Farinella, Esq. LAW OFFICE OF THOMAS A. FARINELLA, PC E-mail: tf@lawtaf.com In re River Bend Marina, LLC Bankr. N.D. Ala. Case No. 20-40075 Chapter 11 Petition filed January 15, 2020 See https://is.gd/sI4xWI represented by: Robert D. McWhorter, Jr., Esq. INZER, HANEY, MCWHORTER & HANEY, LLC E-mail: rdmcwhorter@bellsouth.net In re Korilla LLC Bankr. E.D.N.Y. Case No. 20-40268 Chapter 11 Petition filed January 15, 2020 See https://is.gd/zsK5Eo represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: info@m-t-law.com In re Karen L. Bezzina Bankr. E.D.N.Y. Case No. 20-70342 Chapter 11 Petition filed January 15, 2020 represented by: Ronald Weiss, Esq. In re Steve Theotokas Bankr. E.D.N.Y. Case No. 20-40267 Chapter 11 Petition filed January 15, 2020 represented by: Craig A. Saunders, Esq. In re Todd A. Meagher Bankr. N.D. Tex. Case No. 20-40208 Chapter 11 Petition filed January 15, 2020 represented by: Stephanie Curtis, Esq. In re Big Kat Daddys, LLC Bankr. S.D. Tex. Case No. 20-30274 Chapter 11 Petition filed January 16, 2020 See https://is.gd/9NaGFz represented by: Nima Taherian, Esq. LAW OFFICE OF NIMA TAHERIAN E-mail: nima@ntaherian.com In re Eve s NY Limo Inc. Bankr. E.D.N.Y. Case No. 20-40285 Chapter 11 Petition filed January 16, 2020 See https://is.gd/SM0Vlm Filed Pro Se In re Cyber Solutions Inc. Bankr. D. Nev. Case No. 20-10240 Chapter 11 Petition filed January 16, 2020 See https://is.gd/FDwdaJ represented by: David J. Winterton, Esq. DAVID WINTERTON & ASSOCIATES, LTD E-mail: autumn@davidwinterton.com In re KIMJ Corp Bankr. E.D.N.Y. Case No. 20-40306 Chapter 11 Petition filed January 16, 2020 See https://is.gd/8cEuyE Filed Pro Se In re Moto Ride, LLC Bankr. E.D.N.Y. Case No. 20-70365 Chapter 11 Petition filed January 16, 2020 See https://is.gd/Ma8JFd represented by: Gary C. Fischof, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP E-mail: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com In re Optimum Choice Insurance Agency Bankr. C.D. Cal. Case No. 20-10517 Chapter 11 Petition filed January 16, 2020 See https://is.gd/uFBQYS represented by: Matthew D. Resnik, Esq. RESNIK HAYES MORADI, LLP E-mail: matt@rhmfirm.com In re George Theodore Huffman, Jr. Bankr. S.D. Ill. Case No. 20-40031 Chapter 11 Petition filed January 15, 2020 represented by: Bradley Olson, Esq. In re El San Juan City Island on 5th Ave LLC Bankr. S.D.N.Y. Case No. 20-10103 Chapter 11 Petition filed January 16, 2020 In re Jan Thomas Bankr. M.D. Fla. Case No. 20-00136 Chapter 11 Petition filed January 16, 2020 represented by: Undine George, Esq. In re Pari F. Kermani Bankr. C.D. Cal. Case No. 20-10111 Chapter 11 Petition filed January 16, 2020 represented by: Dana Douglas, Esq. In re Stephen C. Lawler and Jennifer K. Lawler Bankr. C.D. Ill. Case No. 20-80064 Chapter 11 Petition filed January 16, 2020 represented by: Sumner Bourne, Esq. In re Stephen Bruce Goldberg Bankr. D. Md. Case No. 20-10612 Chapter 11 Petition filed January 16, 2020 represented by: Richard Rosenblatt, Esq. In re Jamie Granado Bankr. D. Ariz. Case No. 20-00571 Chapter 11 Petition filed January 16, 2020 represented by: Christel Brenner, Esq. In re Therese Garcia Lopez Bankr. N.D. Cal. Case No. 20-30048 Chapter 11 Petition filed January 16, 2020 represented by: Arasto Farsad, Esq. In re Paul Se Won Kim Bankr. C.D. Cal. Case No. 20-10168 Chapter 11 Petition filed January 16, 2020 represented by: Vi Nguyen, Esq. In re JZM Trucking, Inc. Bankr. E.D. Mich. Case No. 20-40646 Chapter 11 Petition filed January 17, 2020 See https://is.gd/YtMra2 represented by: Robert N. Bassel, Esq. E-mail: bbassel@gmail.com In re Island Capital, Inc. Bankr. E.D. Ky. Case No. 20-70023 Chapter 11 Petition filed January 17, 2020 See https://is.gd/KVqhJ5 represented by: Noah R. Friend, Esq. NOAH R. FRIEND LAW FIRM, PLLC E-mail: noah@friendlawfirm.com In re Paper Blast Co. Bankr. N.D. Ill. Case No. 20-01366 Chapter 11 Petition filed January 17, 2020 See https://is.gd/YAR7yQ represented by: Ben Schneider, Esq. SCHNEIDER & STONE E-mail: ben@windycitylawgroup.com In re Baisley 17734 Corp Bankr. E.D.N.Y. Case No. 20-40326 Chapter 11 Petition filed January 17, 2020 See https://is.gd/nXgURh Filed Pro Se In re Batters Box Miami, LLC Bankr. S.D. Fla. Case No. 20-10638 Chapter 11 Petition filed January 17, 2020 See https://is.gd/cg6KDi represented by: Richard Siegmeister, Esq. RICHARD SIEGMEISTER, PA E-mail: rspa111@att.net In re Universal Health Foundation Bankr. C.D. Cal. Case No. 20-10531 Chapter 11 Petition filed January 17, 2020 See https://is.gd/67z0x1 represented by: Brandon J. Anand, Esq. ANAND LAW PC E-mail: brandon@anandlaw.com In re 129 Weirfield St Corp Bankr. E.D.N.Y. Case No. 20-40332 Chapter 11 Petition filed January 17, 2020 See https://is.gd/2AHnyy Filed Pro Se In re Dallas European Auto, LLC Bankr. E.D. Tex. Case No. 20-40175 Chapter 11 Petition filed January 17, 2020 See https://is.gd/HWgGex represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re James Rehm Clifford Bankr. D.P.R. Case No. 20-00151 Chapter 11 Petition filed January 17, 2020 represented by: Myrna Ruiz Olmo, Esq. In re David Gamburg Bankr. D.N.J. Case No. 20-10780 Chapter 11 Petition filed January 17, 2020 represented by: Douglas McGill, Esq. In re Dragan Podlesnik Bankr. N.D. Cal. Case No. 20-50082 Chapter 11 Petition filed January 17, 2020 represented by: David Boone, Esq. In re Desert Valley Steam Carpet Cleaning LLC Bankr. D. Ariz. Case No. 20-00570 Chapter 11 Petition filed Jan. 16, 2020 represented by: Christel Brenner, Esq. In re South Park Pharmacy LLC Bankr. W.D.N.Y. Case No. 20-10091 Chapter 11 Petition filed January 17, 2020 See https://is.gd/lTF2GD represented by: Thomas Denny, Esq. LAW OFFICE OF THOMAS DENNY E-mail: tomdennylaw@aol.com In re Hotel Payroll Inc. Bankr. E.D.N.Y. Case No. 20-40350 Chapter 11 Petition filed January 18, 2020 See https://is.gd/jfN1hh represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: info@m-t-law.com In re Apple Commuter Inc. Bankr. E.D.N.Y. Case No. 20-40349 Chapter 11 Petition filed January 18, 2020 See https://is.gd/cjOuTQ represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: info@m-t-law.com In re RTX Solutions, LLC Bankr. D. Minn. Case No. 20-40149 Chapter 11 Petition filed January 20, 2020 See https://is.gd/MnEULy represented by: Steven B. Nosek, Esq. STEVEN B. NOSEK, P.A E-mail: snosek@noseklawfirm.com In re Barley John's, Inc. Bankr. D. Minn. Case No. 20-30154 Chapter 11 Petition filed January 20, 2020 See https://is.gd/tl5UYJ represented by: Thomas J. Flynn, Esq. LARKIN HOFFMAN DALY & LINDGREN LTD E-mail: tflynn@larkinhoffman.com In re D. J. Guzzardo, Inc. Bankr. E.D. La. Case No. 20-10141 Chapter 11 Petition filed January 20, 2020 See https://is.gd/RezDPn represented by: Phillip K. Wallace, Esq. PHILLIP K.WALLACE, PLC E-mail: pkwallace@aol.com In re CRN Pool, LLC Bankr. W.D. Wash. Case No. 20-40157 Chapter 11 Petition filed January 20, 2020 See https://is.gd/iuUSoT represented by: Ashley M. McDow, Esq. FOLEY & LARDNER LLP E-mail: amcdow@foley.com In re Villa Tapia Citi Fresh Supermarket Corp Bankr. E.D.N.Y. Case No. 20-40357 Chapter 11 Petition filed January 20, 2020 See https://is.gd/NDp9LC represented by: Phillip Mahony Esq. STEINWAY LAW OFFICES E-mail: mahonylaw@outlook.com In re Cornerstone Healthcare Services, LLC Bankr. W.D. Wash. Case No. 20-40156 Chapter 11 Petition filed January 20, 2020 See https://is.gd/DSRoSH represented by: Ashley M. McDow, Esq. FOLEY & LARDNER LLP E-mail: amcdow@foley.com In re Brasserie Felix Inc. Bankr. E.D.N.Y. Case No. 20-40362 Chapter 11 Petition filed January 21, 2020 See https://is.gd/D67lal represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC 87 Walker Street, Second Floor New York, NY 10013 Tel: 212-620-0938 E-mail: info@m-t-law.com In re Glass Contractors, Inc. Bankr. E.D. Tex. Case No. 20-40185 Chapter 11 Petition filed January 21, 2020 See https://is.gd/dZCNGb represented by: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re Trattoria Montese, Inc. Bankr. D.N.J. Case No. 20-10975 Chapter 11 Petition filed January 21, 2020 See https://is.gd/l2Ctyi represented by: Richard Alexander, Esq. LAW OFFICE OF RICHARD ALEXANDER E-mail: richalexesqurie@gmail.com In re Jace & Ace, LLC Bankr. E.D. Tex. Case No. 20-40193 Chapter 11 Petition filed January 21, 2020 See https://is.gd/PXJxYE represented by: Susan B. Hersh, Esq. SUSAN B. HERSH, P.C. E-mail: Susan@susanbhershpc.com In re Jason Klima and Andrea Klima Bankr. E.D. Tex. Case No. 20-40192 Chapter 11 Petition filed January 21, 2020 represented by: Susan Hersh, Esq. In re Paul Lindsey Borrill Bankr. N.D. Cal. Case No. 20-50095 Chapter 11 Petition filed January 21, 2020 represented by: Brian Kandel, Esq. In re Piotr Palider Bankr. N.D. Ill. Case No. 20-01796 Chapter 11 Petition filed January 21, 2020 represented by: Ben Schneider, Esq. ********* 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. 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