/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200205.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 5, 2020, Vol. 24, No. 35 Headlines 12600 ROLATOR: Voluntary Chapter 11 Case Summary 790 WARWICK LLC: Seeks to Hire Ilevu Yakubov as Counsel AMERICAN BLUE RIBBON: May Use Up to $10M of Interim DIP Funds AMERICAN BLUE RIBBON: Seeks to Obtain $20M of Revolving Credit AMERICAN BLUE: Feb. 6 Meeting Set to Form Creditors' Panel ANDES INDUSTRIES: U.S. Trustee Forms 2-Member Committee APPROACH RESOURCES: Court Denies Appointment of Equity Committee ARCHDIOCESE OF SANTA FE: Wants to Move Exclusivity Period to June 3 AURORA COMMERCIAL: Needs More Time to Resolve Litigation Claims AZEGLIO INC: Mercedes to Be Paid in Installments in Plan AZEGLIO INC: To Seek Plan Confirmation on March 5 BETTER CHOICE: Accumulated Deficit Casts Going Concern Doubt BL RESTAURANTS: Feb. 5 Meeting Set to Form Creditors' Panel BL RESTAURANTS: May Borrow Up to $8M of Revolver DIP Funds BL RESTAURANTS: Seeks OK on $22M DIP Revolver Credit Facility BRIGGS & STRATTON: Moody's Lowers Corp. Family Rating to B3 C.T.W. REALTY: Amends Plan as Part of Collaboration With Wilmington CCO HOLDINGS: Fitch Rates Unsec. Notes Due 2030 'BB+' CHAMBERS OF TUCSON MALL: U.S. Trustee Unable to Appoint Committee CHARTER COMMUNICATIONS: Moody's Rates Unsec. Notes Due 2030 'B1' CHINA FISHERY: Kirkland & Ellis Updates on Noteholders CLARKRANGE HUNTING: U.S. Trustee Unable to Appoint Committee COASTAL INTERNATIONAL: Unsec. Creditors to Recover 38% in 10 Years COCOA EXPO: No Impaired Classes in Plan COLLEGE OF NEW ROCHELLE: Amends Plan as Campus Sold for $32M COLLEGE OF NEW ROCHELLE: Mercy Has Limited Objection to Disclosures CONTINENTAL CAST: U.S. Trustee Forms 2-Member Committee COTTAGE CAR: Unsecured Creditors to Get 100% in 36 Months DALTON LOGISTICS: Case Summary & 20 Largest Unsecured Creditors DAN MAZZOLA: Exclusivity Period Extended to March 21 DASA ENTERPRISES: No More Lump Sum Payment for Unsecureds EARTH FARE: Case Summary & 30 Largest Unsecured Creditors EMAGIN CORP: Amends 2018 Report; RSM Raises Going Concern Doubt ESSEX REAL ESTATE: Hires Harris Law Practice as Counsel F & T SPIRITS: Proposes Public Auction of Shrewsbury Equipment FAIRWAY GROUP: Court OK'd $3.5M Cash Use on Emergency Basis FAIRWAY GROUP: May Borrow up to $15M on Interim Basis FALLS EVENT: Court OKs Premium Financing on McMinnville Property FILIPINO COMMUNITY: Unsecureds to Recover 100% in Plan FLOYD SQUIRES: Liquidating Agent Selling Eureka Property for $120K FOCUSED ENTERPRISES: Seeks to Hire Charles Wertman as Attorney FREEPORT-MCMORAN: Egan-Jones Lowers Senior Unsecured Rating to BB FROG POND GRADING: Hires Beane Swaringen as Accountant FRUTTA BOWLS: Unsecureds, Franchisee Get $375,000 in Plan GENERATION NEXT: Committee Hires Garman Turner as Counsel GRIFFON CORP: Fitch Affirms B+ LongTerm IDR, Outlook Stable HAWAII MOTORSPORTS: Hires Patten Peterman as Attorney HIGH BRASS FARM: March 12 Hearing on Disclosure Statement HIGH TIDE TRANSPORT: Unsecureds to Get Full Payment in 7 Years HOLLAND FERTILIZER: Modifies Plan to Resolve UCB Objection HUSKY III HOLDING: Moody's Assigns B3 CFR, Outlook Negative INSYS THERAPEUTICS: Liquidating Plan Confirmed by Judge JOSEPH E. POLE: Child Crisis Buying Mesa Properties for $1.25M JUAN ALFARO: Unsec. Creditors to Be Paid on Effective Date of Plan K3D PROPERTY: U.S. Trustee Forms 4-Member Committee KAISER AND ASSOCIATES: Court Confirms Plan of Reorganization KHAN AVIATION: Trustee Selling Cessna Aircraft for $2.57 Million LICK INDUSTRIES: Plan to Pay Creditors Only Visionary, Says UST LITTLE SPOON: March 11 Plan & Disclosure Hearing Set LIVE OAK HOLDING: Trustee Selling Assets to San Diego County LRB REALTY: Vargas Buying Jupiter Condo Unit A-110 for $1.35M LUCKY'S MARKET: Held Meeting to Form Creditors' Panel on Feb. 4 LUNA DEVELOPMENTS: U.S. Trustee Objects to Disclosure Statement MANHATTAN COMPANY: Liquidating Plan Has $500K Distribution Fund MANN REALTY: $199K Sale of Susquehanna Property to Georges Approved MARINE BUILDERS: New Washington Objects to Disclosure Statement MARINE BUILDERS: WesBanco Bank Objects to Disclosure Statement MILLMAC CORP: Proposes Auction of Bartow Business Equipment MONTICELLO PIZZA: U.S. Trustee Unable to Appoint Committee MRS. G'S LOUNGE: Unsecureds to Get Paid from Property Refinancing MWM OIL: Jordon Oil Buying Select Assets for $1.1K MYLABDFW LLC: Integrated Lab Selling All Assets to Pro-Tech MYLABDFW LLC: Pro-Tech Buying All Assets for $443K NAVISTAR INT'L: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+ NEUROMETRIX INC: Has $3.8MM Net Loss for Year Ended Dec. 31, 2019 NRP LEASE HOLDINGS: U.S. Trustee Unable to Appoint Committee O'LINN SECURITY: March 3 Disclosure Statement Hearing Set OAKLEY GRADING: Trustee Proposes Auction of Remaining Equipment OELWEIN HEALTHCARE: U.S. Trustee Unable to Appoint Committee OMNI BAY COLONY: Case Summary & 20 Largest Unsecured Creditors OPEN TEXT: Moody's Rates New $1.6BB Senior Notes Ba2 PA CO-MAN: Case Summary & 20 Largest Unsecured Creditors PANTHERA ENTERPRISES: Seeks More Time to File Chapter 11 Plan POET TECHNOLOGIES: Completes Optical Interposer Dev. Project PREMIER ON 5TH: U.S. Trustee Unable to Appoint Committee PUERTO RICAN PARADE: Liquidating Plan Has 100% for Creditors PURDUE PHARMA: Exclusivity Period Extended to July 13 QUALITY REIMBURSEMENT: Seeks More Time to Exclusively File Plan QUORUM HEALTH: OHA Strategic, et al. Have 1.9% Stake as of Dec. 31 REMNANT OIL: Hires Modrall Sperling as Special Counsel RICARDO RODRIGUEZ: Son Buying Laredo Office Property for $250K RICHLAND FARMS: Selling Personal Property for $99K RIVERBEND ENVIRONMENTAL: Hires Harper Rains as Accountant ROBERT M. RYCE, SR: Donating Maysville Property to Church RUBY'S DINER: Plan Settlement Reached With Pillsbury Winthrop SFP FRANCHISE: Held Meeting to Form Creditors' Panel on Feb. 4 SHOPPINGTOWN MALL: March 5 Hearing on Disclosure Statement Set SLANDY INC: March 31 Filing Deadline of Plan and Disclosures SMARTER TODDLER: Has Until March 24 to Exclusively File Plan SOUTHLAND ROYALTY: Feb. 10 Meeting Set to Form Creditors' Panel SOUTHLAND ROYALTY: Gets Interim OK on DIP Loan and Cash Use SOUTHLAND ROYALTY: Seeks to Obtain DIP Loan from Citibank, Barclays ST. STEPHENS: Church Buying Property; Confirmed 2016 Plan Replaced STAK DESIGN: Case Summary & 20 Largest Unsecured Creditors STAR CHAIN: Newco Buying Star 39's Newk's Restaurants for $1.45M STOREWORKS TECHNOLOGIES: U.S. Trustee Forms 2-Member Committee SUMMIT VIEW: Unsecured Creditors to Recover 100% in Plan THOMAS HEALTH: U.S. Trustee Forms 6-Member Committee THURSTON MANUFACTURING: Jensen Buying Nebraska Equipment for $825K TIDE MILL: Court Grants Request for $2.95M DIP Financing TRUDY'S TEXAS: Seeks to Hire Barron & Newburger as Counsel UCOAT IT: CK Holding Buying Royal Oak Assets for $15K UNIT CORP: Extends Expiration of Exchange Offer Until March 30 VETERINARY CARE: U.S. Trustee Forms 5-Member Committee VIDANGEL INC: Trustee Selling Application Papers for $25K WALNUT STREET: Sunrise Buying All Assets for $2 Million WC 901 EAST: Case Summary & 12 Unsecured Creditors WD-I ASSOCIATES: UST Asks Compliance With Absolute Priority Rule WHITE STONE: Voluntary Chapter 11 Case Summary WINE UTOPIA: Selling Liquor Licenses to Coppola & Palaka YIELD10 BIOSCIENCE: Regains Compliance with Nasdaq Bid Price Rule ZVG@PALISADES LLC: Seeks to Hire Goldberg Weprin as Counsel ********* 12600 ROLATOR: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 12600 Rolator Road, LP 5300 Town and Country Blvd., 265 Frisco, TX 75034 Business Description: 12600 Rolator Road, LP is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 20-40372 Debtor's Counsel: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th Street 805 Plano, TX 75075 Tel: (972) 578-1400 Email: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rudy DeMoor, managing member, Rolator Road GP, LLC. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/LzY0tn 790 WARWICK LLC: Seeks to Hire Ilevu Yakubov as Counsel ------------------------------------------------------- 790 Warwick LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Office of Ilevu Yakubov, as counsel to the Debtor. 790 Warwick LLC requires Ilevu Yakubov to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession; b. assist the Debtor in preparation of its schedules of assets and liabilities, statement of financial affairs and other reports and documentation required pursuant to the Bankruptcy Code and the Bankruptcy Rules; c. represent the Debtor at all hearings on matters pertaining to its affairs as a debtor-in-possession; d. prosecute and defend litigated matters that may arise during the Chapter 11 case; e. counsel and represent the Debtor in connection with the assumption or rejection of executor contracts and leases, administration of claims and numerous other bankruptcy- related matters arising from the Chapter 11 case; f. counsel the Debtor with respect to various general and litigation matters relating to the Chapter 11 case; g. assist the Debtor in obtaining approval of a disclosure statement, confirmation of a plan of reorganization, and all other matters related thereto; and h. perform all other legal services that are necessary and desirable for the efficient and economic administration of the Debtor's Chapter 11 case. Ilevu Yakubov will be paid at these hourly rates: Partners $425 Assocaites $250 to $450 Ilevu Yakubov fee is capped at $35,000. Ilevu Yakubov will also be reimbursed for reasonable out-of-pocket expenses incurred. Ilevu Yakubov, partner of the Law Office of Ilevu Yakubov, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ilevu Yakubov can be reached at: Ilevu Yakubov, Esq. LAW OFFICE OF ILEVU YAKUBOV 8002 Kew Gardens Road, Suite 300 Queens, NY 11415 Tel: (718) 772-8704 E-mail: Leo@YakubovLaw.com About 790 Warwick 790 Warwick LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-47439) on Dec. 11, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Ilevu Yakubov, partner of the Law Office of Ilevu Yakubov. AMERICAN BLUE RIBBON: May Use Up to $10M of Interim DIP Funds ------------------------------------------------------------- The Hon. Laurie Selber Silverstein authorized American Blue Ribbon Holdings, LLC and debtor affiliates to borrow up to $10,000,000 under the DIP revolving credit facility from Cannae Holdings, Inc., on an interim basis. Judge Silverstein ruled that: (a) The DIP lender is granted valid, binding, fully and automatically perfected, continuing, enforceable and non-avoidable liens and security interests in the DIP collateral. (b) The DIP liens, subject to the administrative carve-out and senior permitted liens, shall have the following priorities: * a first-priority perfected lien on, and security interest in, all DIP collateral that are not subject to a valid, perfected, enforceable and unavoidable lien or security interest on the Petition Date, or subject to a valid lien or security interest existing on the Petition Date that is later perfected; * a junior perfected lien on, and security interest in, all DIP collateral that is subject to a permitted prior lien. (c) the DIP lender is granted an allowed super-priority administrative expense claim for all DIP obligations, junior only to the administrative carve-out. A copy of the interim DIP order is available at https://is.gd/ip6vFl from PacerMonitor.com at no charge. Final hearing on the motion is set on Feb. 24, 2020 at 10 a.m. Objections are due by 4 p.m. of Feb. 14, 2020. About American Blue Ribbon Based in Nashville, Tennessee, American Blue Ribbon Holdings, LLC -- http://www.americanblueribbonholdings.com/-- operates two distinct regional family dining restaurant brands -- Village Inn and Bakers Square, as well as a bakery operation, Legendary Baking. Founded in 1958 and 1969, respectively, Village Inn and Bakers Square are full-service sit-down family dining restaurant concepts that feature a variety of menu items for all meal periods. As of the Petition Date, in connection with the family dining business, the Debtors operate 97 restaurants in 13 states, franchise 84 Village Inn restaurants, and maintain an e-commerce presence as well. Legendary Baking is the Debtors' manufacturing operation that produces pies in two Debtor-owned production facilities. Legendary Baking provides those pies to the Family Dining Business for sale in Village Inn and Bakers Square restaurants while also selling pies to other restaurants, independent bakers, and customers. American Blue Ribbon Holdings and four affiliates – (1) Legendary Baking, LLC, (2) Legendary Baking Holdings, LLC, (3) Legendary Baking of California, LLC, and (4) SVCC, LLC - each filed Chapter 11 petitions (Bankr. D.Del. Lead Case No. 20-10161) on January 27, 2020. As of the Petition Date, American Blue Ribbon Holdings estimated between $100 million and $500 million in assets and between $50 million and $100 million in liabilities. The petitions were signed by Kurt Schnaubelt, chief financial officer. Judge Laurie Selber Silverstein is assigned to the cases. Young Conaway Stargatt & Taylor, LLP and KTBS LAW LLP represent the Debtors as counsel. Epiq Corporate Restructuring, LLC is the Debtors' claims and noticing agent. AMERICAN BLUE RIBBON: Seeks to Obtain $20M of Revolving Credit -------------------------------------------------------------- American Blue Ribbon Holdings, LLC and debtor affiliates seek permission from the Bankruptcy Court to obtain a $20 million super-priority DIP revolving credit facility from Cannae Holdings, Inc., ($10 million of which will be made available on an interim basis) to fund their working capital requirements and to pay for goods services and capital expenditures in the ordinary course of business, among others. The material terms of the DIP financing are: * Borrowers: American Blue Ribbon Holdings, LLC, as lead borrower; Legendary Baking, LLC; Legendary Baking Holdings, LLC; Legendary Baking of California, LLC; SVCC, LLC * DIP Lender: Cannae Holdings, Inc. * Commitment: $20 million senior secured, super-priority revolving credit facility Interim Borrowing: $10 million * Interest Rate: Non-Default Rate: Prime Rate plus 6.00% (10.75%) Default Rate: Prime Rate plus 8.00% (12.75%) * Maturity Date: The earliest to occur of: (a) October 27, 2020, (b) the effective date of a plan in the Chapter 11 cases, (c) the effective date of a dismissal of the Chapter 11 cases, and (d) the date of any termination of the revolving commitment period * Other Fees: (a) Upfront Fee: $200,000, (b) Commitment Fee: On a per annum basis, 0.25% times the actual daily amount by which the amount of the revolving commitment exceeds the aggregate outstanding amount of all loans, (c) DIP Lender's Fees: Certain pre-petition and post-petition fees, costs, disbursement and expenses of the DIP lender in accordance with the DIP credit documents and the interim order, including fees of the DIP lender's professionals. * Administrative Carve-out: The sum of: (a) all incurred or accrued professional fees and expenses of professionals for both the borrowers and the Unsecured Creditors Committee to the extent allowed by the Bankruptcy Court, and incurred or accrued through the date of service by the DIP Lender of a carve-out trigger notice; (b) all accrued and unpaid fees, disbursements, costs and expenses incurred by the professionals for the Borrowers from and after the date of service of a Carve-Out Trigger Notice up to $400,000 in the aggregate less any remaining amount of allowable pre-petition retainers received by such professionals; (c) all accrued and unpaid fees, disbursements, costs and expenses incurred by the professionals for the Unsecured Creditors Committee from and after the date of service of a Carve-Out Trigger Notice, in an aggregate amount not to exceed $100,000; and (d) allowed administrative expenses for fees payable to the Office of the United States Trustee and the Clerk of the Bankruptcy Court. To secure the prompt payment and performance of all obligations, each borrower grants to the DIP Lender a continuing security interest in and lien upon all property and assets of said borrower except for the excluded property, which relate to certain receivables under a financing agreement. The DIP Lender is granted liens in the DIP collateral subordinate only to (i) the administrative carve-out, and (ii) permitted prior liens. The DIP Lender is also granted a super-priority administrative expense claim. A copy of the DIP motion is available free of charge at https://is.gd/Zilh2r from PacerMonitor.com. About American Blue Ribbon Based in Nashville, Tennessee, American Blue Ribbon Holdings, -- http://www.americanblueribbonholdings.com/-- operates two distinct regional family dining restaurant brands -- Village Inn and Bakers Square, as well as a bakery operation, Legendary Baking. Founded in 1958 and 1969, respectively, Village Inn and Bakers Square are full-service sit-down family dining restaurant concepts that feature a variety of menu items for all meal periods. As of the Petition Date, in connection with the family dining business, the Debtors operate 97 restaurants in 13 states, franchise 84 Village Inn restaurants, and maintain an e-commerce presence as well. Legendary Baking is the Debtors' manufacturing operation that produces pies in two Debtor-owned production facilities. Legendary Baking provides those pies to the Family Dining Business for sale in Village Inn and Bakers Square restaurants while also selling pies to other restaurants, independent bakers, and customers. American Blue Ribbon Holdings, LLC and four affiliates – (1) Legendary Baking, LLC, (2) Legendary Baking Holdings, LLC, (3) Legendary Baking of California, LLC, and (4) SVCC, LLC - each filed Chapter 11 petitions (Bankr. D.Del. Lead Case No. 20-10161) on January 27, 2020. As of the Petition Date, American Blue Ribbon Holdings, LLC estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. The petitions were signed by Kurt Schnaubelt, chief financial officer. Judge Laurie Selber Silverstein is assigned to the cases. Young Conaway Stargatt & Taylor, LLP and KTBS LAW LLP represent the Debtors as counsel. Epiq Corporate Restructuring, LLC, is the Debtors' claims and noticing agent. AMERICAN BLUE: Feb. 6 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- Andrew R. Vara, United States Trustee for Region 3, will hold an organizational meeting on Feb. 6, 2020, at 10:00 a.m. in the bankruptcy case of American Blue Ribbon Holdings, LLC, et al. The meeting will be held at: The Doubletree Hotel 700 King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About American Blue American Blue Ribbon Holdings, LLC, is owned by ABRH, LLC. Its operations include Village Inn restaurants with 75 company owned locations and 84 franchised locations; Bakers Square with 22 company owned locations; and Legendary Baking with two manufacturing facilities producing over 25 million pies annually with over 75% of sales to third party customers. American Blue Ribbon Holdings, LLC, together with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10161) on January 27, 2020. At the time of the filing, the Debtors estimated assets of between $100 million to $500 million and liabilities of between $50 million to $100 million. The petitions were signed by Kurt Schnaubelt, chief financial officer. Hon. Laurie Selber Silverstein presides over the cases. Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ian J. Bambrick, Esq. of Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors as well as David A. Fidler, Esq., Jonathan M. Weiss, Esq., and Sasha M. Gurvitz, Esq. of KTBS Law LLP. Epiq Corporate Restructuring LLC acts as notice and claims agent to the Debtors. ANDES INDUSTRIES: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- The Office of the U.S. Trustee on Jan. 29, 2020, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Andes Industries, Inc., and PCT International, Inc. The committee members are: (1) FTI Consulting (Hong Kong) Limited Attn: Joe Fan Level 35 Oxford House, Taikoo Place 979 King's Road Quarry Bay, Hong Kong Phone: +86-21-23151108 Fax: +86-21-63523616 Email: joe.fan@fticonsulting.com (2) ABC Import Services, Inc. dba Arizona Customs Brokers Attn: R. Hornyan 2153 E. Jones Ave. Phoenix, AZ 85040 Phone: 602-273-0912 Fax: 602-273-1842 Email: rhornyan@arizonacustomsbroker.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Andes Industries and PCT International Creditors EZconn Corporation, Crestwood Capital Corporation, and Devon Investment Inc. filed involuntary bankruptcy petitions against Andes Industries, Inc. and PCT International, Inc. under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona. On Dec. 4, 2019, the Chapter 7 cases were converted to cases under Chapter 11 (Bankr. D. Ariz. Lead Case No. 19-14585). Judge Paul Sala oversees the cases. Sacks Tierney P.A. is the Debtors' legal counsel. APPROACH RESOURCES: Court Denies Appointment of Equity Committee ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas denied the motions filed by a group of shareholders to appoint a committee of equity security holders in the Chapter 11 cases of Approach Resources Inc. and its affiliates. The motions were filed by Chris Kappos III, Clarence Poisson, Jon Eastmam and Brekay Baykal. Except for Mr. Baykal, the shareholders did not appear at the Jan. 31 hearing. JPMorgan Chase Bank, N.A., debtor-in-possession agent, had earlier opposed the appointment of an equity committee, saying the shareholders are "significantly out of the money, have no prospect of a recovery, and have not provided evidence sufficient to meet the heavy burden of demonstrating that appointment of an equity committee is warranted." JPMorgan Chase Bank is represented by: William L. Wallander, Esq. Brad R. Foxman, Esq. Matthew J. Pyeatt, Esq. Vinson & Elkins LLP Trammel Crow Center 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Tel: 214-220-7700 Fax: 214-220-7716 E-mail: bwallander@velaw.com bfoxman@velaw.com mpyeatt@velaw.com - and - Andrew J. Geppert, Esq. 1001 Fannin, Suite 2500 Houston, TX 77002 Tel: 713.758.2222 Fax: 713-758-2346 E-mail: ageppert@velaw.com About Approach Resources Forth Worth, Texas-based Approach Resources Inc. -- https://www.approachresources.com/ -- is a publicly owned Delaware corporation. The company and its subsidiaries comprise an independent energy company focused on the exploration, development, production and acquisition of unconventional oil and gas reserves. Their principal operations are conducted in the Midland Basin of the greater Permian Basin in West Texas. Approach Resources Inc. and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 19-36444) on Nov. 18, 2019, listing $100 million to $500 million in assets and liabilities. The petitions were signed by Sergei Krylov, chief executive officer. The Hon. Marvin Isgur is the presiding judge. The Debtors tapped Thompson & Knight LLP as legal counsel; Perella Weinberg Partners LP as investment banker; Alvarez & Marsal North America, LLC as financial advisor; KPMG US LLP as tax advisor; and Epiq Corporate Restructuring LLC as claims, noticing and solicitation agent. ARCHDIOCESE OF SANTA FE: Wants to Move Exclusivity Period to June 3 ------------------------------------------------------------------- The Roman Catholic Church of the Archdiocese of Santa Fe asked the U.S. Bankruptcy Court for the District of New Mexico to extend its exclusivity period to file a plan to June 3 and the period to solicit acceptances for the plan to Aug. 3. The requested extension is intended to give the archdiocese enough time to negotiate a plan of reorganization. The archdiocese, with the assistance of a court-appointed mediator, has been in settlement discussions with the unsecured creditors' committee and various other groups with the goal of arriving at a consensual plan. About the Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Roman Catholic Church of the Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D. N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. The archdiocese reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and King Industries Corporation as accountant. AURORA COMMERCIAL: Needs More Time to Resolve Litigation Claims --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended the exclusive periods for Aurora Commercial Corp. and Aurora Loan Services LLC to file a Chapter 11 plan and solicit acceptances for the plan to April 18 and June 17, respectively. An extension of the exclusive periods will give the companies an opportunity to resolve the remaining litigation claims. To date, approximately $320 million in litigation claims have been asserted against the companies. The court disallowed and expunged $142 million in litigation claims, leaving approximately $178 million in claims outstanding, which the companies believe will be resolved shortly. About Aurora Commercial Corp. Aurora Commercial Corp. is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. that offers banking, loan servicing, and investor services. Aurora Commercial and its subsidiary Aurora Loan Services LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10843) on March 24, 2019. At the time of the filing, Aurora Commercial estimated assets of $50 million to $100 million and liabilities of less than $50,000. The Debtors tapped Togut, Segal & Segal LLP as legal counsel; Fox Rothschild LLP as special counsel; and Prime Clerk, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 13, 2019. The committee is represented by Pierce McCoy, PLLC. AZEGLIO INC: Mercedes to Be Paid in Installments in Plan -------------------------------------------------------- Azeglio, Inc., filed a Combined Plan of Reorganization and Disclosure Statement that provides for the restructuring the debt of Azeglio. All allowed sums due to the Internal Revenue Service, either as a priority claim or as a general unsecured claim will be paid in full on the effective date of the Plan. All allowed administrative claims shall be paid in full on the effective date of the Plan. Mercedes Benz Financial Services USA LLC will be paid the sum of $217,500 within three months of the effective date of the Plan from the proceeds of a loan that the debtor is seeking to obtain, or alternatively, if the debtor is not able to obtain a loan to pay $217,500 to Mercedes Benz Financial Services USA LLC within three months of the effective date of the Plan, then commencing on the first day of the beginning of the next month after the three months has expired, the Debtor will pay to Mercedes Benz Financial Services, USA LLC the sum of $217,500, plus interest accruing at 7.15% per annum (the contract rate) in monthly payments of $5,437.50 for 46 months until all $217,500 plus interest as aforesaid is paid in full. The Debtor will continue after the date of confirmation on the first of each month pay payments of $5,437.50 to Mercedes Benz Financial Services USA LLC, which shall be credited against the 46 payments required to be paid to Mercedes Benz Financial Services USA LLC. Mercedes Benz Financial Services USA LLC will retain its lien against the three vehicles that are its collateral until all $217,500 has been amortized. Prior to confirmation, the debtor will continue to pay $5,437.50 to Mercedes Benz Financial Services USA LLC on the first of each month. The Debtor says it has no other creditors. A full-text copy of the Combined Plan of Reorganization and Disclosure Statement dated Jan. 24, 2020, is available at https://tinyurl.com/w92asvu from PacerMonitor.com at no charge. Counsel for the Debtor: DAVID A. KASEN, ESQUIRE KASEN & KASEN, P.c. Society Hill Offce Park, Suite 3 1874 E. Marlton Pike Cherry Hill, New Jersey 08003 Tel: (856) 424-4144 Fax: (856) 424-7565 About Azeglio Inc. Azeglio Inc. has a small trucking business. It has three 2016 Freightliner Model 122D trucks. It hauls sand and stone with those three trucks. Azeglio, Inc., sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-18364) on April 25, 2019, estimating less than $1 million in both assets and liabilities. The Debtor is represented by Kasen & Kasen, P.C. AZEGLIO INC: To Seek Plan Confirmation on March 5 ------------------------------------------------- Judge Jerrold N. Poslusny, Jr., has ordered that the Disclosure Statement filed by Azeglio, Inc., is conditionally approved. A hearing will be held on March 5, 2020 at 10:00 a.m. (a date within 45 days of the filing of the Plan) for final approval of the Disclosure Statement (if a written objection has been timely filed) 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. Feb. 27, 2020, is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. Feb. 27, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan. About Azeglio Inc. Azeglio Inc. has a small trucking business. It has three 2016 Freightliner Model 122D trucks. It hauls sand and stone with those three trucks. Azeglio, Inc., sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-18364) on April 25, 2019, estimating less than $1 million in both assets and liabilities. The Debtor is represented by Kasen & Kasen, P.C. BETTER CHOICE: Accumulated Deficit Casts Going Concern Doubt ------------------------------------------------------------ Better Choice Company Inc. filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss available to common stockholders of $6,068,000 on $3,932,000 of net sales for the three months ended Sept. 30, 2019, compared to a net loss and comprehensive loss available to common stockholders of $1,437,000 on $3,981,000 of net sales for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $17,195,000, total liabilities of $14,465,000, and $10,277,000 in total stockholders' deficit. The Company has incurred losses over the last three years and has an accumulated deficit. According to the Company, these operating losses create substantial doubt about its ability to continue as a going concern for a period of twelve months from the date the consolidated financial statements are issued. A copy of the Form 10-Q is available at: https://is.gd/25vWhK Better Choice Company Inc., a pet wellness company, provides hemp-based raw cannabidiol infused and non-cannabidiol infused food, treats, and supplements in the United States. The company also offers dental care products and accessories for pets and pet parents. It primarily sells its products under the TruDog, RawGo, TruCat, OraPup, and Bona Vida brand names through its online portal, as well as online retailers and pet specialty stores. The company was founded in 2019 and is headquartered in Oldsmar, Florida. BL RESTAURANTS: Feb. 5 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- Andrew R. Vara, United States Trustee for Region 3, will hold an organizational meeting on Feb. 5, 2020, at 10:00 a.m. in the bankruptcy cases of BL Restaurants Holding, LLC, et al. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About BL Restaurants Founded in 1991, BL Restaurants Holdings, et al., operate gastrobars at various locations including lifestyle centers, traditional shopping malls, event locations, central business districts and other stand-alone specialty sites. BL Restaurants and three affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10156) on January 27, 2020. At the time of the filing, the Debtor estimated assets of between $50 million to $100 million and liabilities of between $100 million to $500 million. The petitions were signed by Howard Meitiner, chief restructuring officer. Domenic E. Pacitti, Esq., Michael W. Yurkewicz, Esq., Sally E. Veghte, Esq. of Klehr Harrison Harvey Branzurg LLP serve as counsel to the Debtors; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Bankruptcy Solutions Inc as notice and claims agent. BL RESTAURANTS: May Borrow Up to $8M of Revolver DIP Funds ---------------------------------------------------------- Judge Mary F. Walrath authorized BL Restaurants Holdings, LLC and affiliates to (a) borrow, on an interim basis, up to $8,000,000 under the Revolver Facility and Post-petition Letters of Credit and (b) permit to remain outstanding, and fund draws under, the full amount of the LC facility during the period from the entry of the interim order through and including the earliest to occur of (i) the entry of the final order, (ii) February 28, 2020, and (iii) the termination declaration date. As security for the DIP obligations, the Court grants the DIP Agent, for its own benefit and the DIP secured parties, security interests and liens on all property of the Debtors, provided, however, that with respect to the Debtors' non-residential real property leases, no liens or encumbrances shall be granted to such leases themselves, except as permitted in the applicable lease, but shall extend only to the proceeds realized upon the sale, assignment, termination or other disposition of said leases. The DIP liens granted to the DIP Agent shall be first priority senior liens that (i) are subject only to the pre-petition prior liens, and to the carve-out, and are senior to all pre-petition and post-petition liens of any other person or entity. In addition to the DIP Liens, and solely with respect to the pre-petition first lien roll-up, all of the DIP obligations shall constitute allowed super-priority administrative expense claims pursuant to Section 364(c)(1) of the Bankruptcy Code. Moreover, the Court also authorized the Debtors' use of the proceeds of credit extended under the DIP facility, as well as the cash collateral. The pre-petition first lien secured parties shall receive, among others, (i) pre-petition first lien roll-up, (ii) first lien adequate protection replacement liens, (iii) first lien adequate protection super-priority claims and (iv) further adequate protection in the form of compliance to the sale process deadlines and to the reporting requirements and (v) the right to credit bid - in consideration for the use of the pre-petition collateral, including cash collateral, as well as the priming of the pre-petition first liens. A copy of the interim DIP order is available at https://is.gd/ozDJGu from PacerMonitor.com free of charge. Final hearing is set for February 27, 2020 at 2 p.m. Objections to the proposed final order must be filed no later than Feb. 20, 2020 at 4 p.m. (prevailing Eastern time). About BL Restaurant Holdings Founded in 1991, BL Restaurants Holdings, LLC and affiliates -- BL Restaurant Operations, LLC, BL Restaurant Franchises, LLC, and BL Hunt Valley, LLC -- https://www.barlouie.com -- operate gastrobars at various locations including lifestyle centers, traditional shopping malls, event locations, central business districts and other stand-alone specialty sites. Each gastrobar operates under the "Bar Louie" brand name and offers a wide range of beer, liquor and curated food offerings. From 2010 through and as of the end of 2019, the Debtors had grown to 110 owned locations and 24 franchised locations through its franchising program, operating in 26 states and the District of Columbia. Headquartered in Addison, Texas, BL Restaurants and its affiliates, each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 20-10156) on January 27, 2020. On the Petition Date, the Debtors estimate between $50 million and $100 million in assets, and between $100 million and $500 million in liabilities, on a consolidated basis. The petitions were signed by Howard Meitiner, chief restructuring officer. Judge Mary F. Walrath is assigned to the case. Klehr Harrison Harvey Branzburg LLP is serving as the Debtors' general bankruptcy counsel. Configure Partners, LLC, is the Debtors' investment banker. Carl Marks Advisory Group LLC is the Debtors' restructuring advisor and Epiq Bankruptcy Solutions, Inc., the Debtors' notice, claims and balloting agent. BL RESTAURANTS: Seeks OK on $22M DIP Revolver Credit Facility ------------------------------------------------------------- BL Restaurants Holdings, LLC, and affiliates seek authority from the Bankruptcy Court to obtain senior secured priming and super-priority post-petition financing from a syndicate of lenders and Antares Capital LP, as agent. The DIP facility, if approved on a final basis, would consist of (i) a letter of credit facility composed of all existing pre-petition letters of credit and renewals thereof, (ii) a revolving credit facility for up to $22,000,000 in principal, which would include a sub-limit of $1,000,000 for letters of credit issued from and after the Petition Date, and (iii) upon entry of a final order, the pre-petition first lien roll-up, pursuant to a Senior Secured Priming and Super-priority DIP Credit Agreement. On an interim basis, the Debtors seek to (i) borrow an aggregate outstanding principal amount of up to $8,000,000 composed of advances under the revolver facility and the face amount of post-petition letters of credit, and (ii) permit to remain outstanding, and fund draws under, the full amount of the LC facility. The material terms of the DIP financing are: * Borrower: BL Restaurant Operations, LLC * Guarantors: BL Restaurants Holding, LLC and BL Restaurant Franchises, LLC * DIP Agent: Antares Capital LP * DIP Lenders: The financial institutions from time to time a party to the DIP Credit Agreement. * Commitment: (a) DIP revolving loan up to $8,000,000 on an interim basis and an aggregate of $22,000,000 on a final basis, (b) letters of credit sub-limit of $1,000,000; and (c) roll-up commitments for prepetition LIFO obligations and other prepetition obligations, solely upon a final order. * Interest Rates: Either Prime Rate plus 8.0% or LIBOR plus 9% per annum payable monthly in arrears on all obligations under the DIP Credit Agreement, including the roll-up loans. During any Event of Default, the applicable rate plus 2.0%. * Term: The earlier to occur of: (a) July 27, 2020; (b) the effective date of a plan of reorganization in the cases, (c) the termination declaration date, (d) the date of the consummation of the sale of all or substantially all of the assets or Stock of the Credit Parties pursuant to Section 363 of the Bankruptcy Code, and (e) the date all obligations are indefeasibly paid in full in cash under the DIP Credit Agreement and the other loan documents are terminated. * Fees: Arranger Fee of $50,000, Closing Fee of 3.0% of the DIP Revolving Loan Commitment ($22,000,000), and Unused Commitment Fee of 1%. * Milestones: The borrower must achieve each of these milestones: (a) on or prior to January 28, 2020, the Debtors shall file the Sale Procedures Motion and proposed form of Sale Procedures Order and a motion to approve the sale of substantially all of the Debtors’ assets to a stalking horse purchaser subject to higher and better offers and which shall be in form and substance reasonably acceptable to the DIP Agent (the “Sale Motion”); (b) the hearing on the Sale Procedures Motion shall be completed on or prior to February 26, 2020; (c) the Sale Procedures Order shall have been entered by this Court on or prior to February 28, 2020; (d) on or prior to March 18, 2020, all qualified bids shall be due; (e) the auction shall, if necessary, be commenced on or prior to March 20, 2020; (f) the hearing on the Sale Motion to approve the sale to the winning bidder shall have concluded on or prior to March 27, 2020; (g) an order approving an Acceptable Sale shall have been entered by this Court on or prior to March 31, 2020; (h) on or prior to April 22, 2020, such acceptable sale shall have been consummated pursuant to definitive documentation acceptable in form and substance to the DIP agent and requisite DIP lenders. As security for the DIP obligations, the Debtors ask the Court to grant the DIP Agent, for the benefit of itself and the other DIP secured parties: * liens on all of the DIP Collateral which shall be senior to the primed liens and shall be junior solely to any valid, enforceable, and non-avoidable Liens that are (i) in existence on the Petition Date, (ii) either perfected as of the Petition Date or perfected subsequent to the Petition Date solely to the extent permitted by Section 546(b) of the Bankruptcy Code, and (iii) senior in priority to the pre-petition first liens and pre-petition second liens after giving effect to any intercreditor or subordination agreement, and * super-priority administrative expense claims having recourse to all pre-petition and post-petition property of the Debtors' estates. The Debtor intends to use the proceeds of the DIP financing facility and cash collateral for (i) working capital (excluding capital expenditures), (ii) maintenance capital expenditures, (iii) payment of costs of administration of the Chapter 11 cases, (iv) permitted expenses, (v) the unpaid fees, costs, and disbursements of professionals in the Chapter 11 cases, (vi) pre-petition obligations as the agent consents to and the Bankruptcy Court approves, and (vii) the roll-up of the pre-petition obligations upon entry of the final order. The Debtors also ask the Bankruptcy Court to authorize use of cash collateral and provide adequate protection to the pre-petition secured parties. As adequate protection of the interests of the pre-petition secured parties against any diminution in value of interest in the pre-petition collateral, the Debtors seek authority to grant to the pre-petition secured parties: (a) additional and replacement, continuing, valid, binding, enforceable and automatically perfected post-petition security interests in and liens on the DIP collateral. (b) an allowed super-priority administrative expense claim in each of the cases and any successor Cases, to the extent provided by section 507(b) of the Bankruptcy Code, subject to the carve-out, the pre-petition prior liens and the DIP liens. (c) adequate protection interest, fees and expenses, (d) right to credit bid, with respect to any disposition of DIP Collateral, and subject to a final order, the right to credit bid up to the full amount of the DIP obligations and the pre-petition first lien obligations. As of the Petition Date, the Debtors owed, pursuant to the pre-petition first lien loan documents, (a) an aggregate principal amount of not less than $48,030,501.82 on the term loans, and an aggregate principal amount of not less than $14,409,875.00 with respect to revolving loans, plus (b) all obligations under any secured rate contract, plus (c) all accrued and hereafter accruing and unpaid interest thereon and any additional fees, expenses. With respect to prepetition second lien documents, the Debtors, as of the Petition Date, owe an aggregate principal amount of not less than $24.9 million, plus all prepetition accrued or post-petition accruing and unpaid interest thereon and any additional reasonable fees and expenses. A copy of the DIP motion is available at https://is.gd/RUdeGu from PacerMonitor.com free of charge. About BL Restaurant Holdings Founded in 1991, BL Restaurants Holdings, LLC and affiliates -- BL Restaurant Operations, LLC, BL Restaurant Franchises, LLC, and BL Hunt Valley, LLC -- https://www.barlouie.com -- operate gastrobars at various locations including lifestyle centers, traditional shopping malls, event locations, central business districts and other stand-alone specialty sites. Each gastrobar operates under the "Bar Louie" brand name and offers a wide range of beer, liquor and curated food offerings. From 2010 through and as of the end of 2019, the Debtors had grown to 110 owned locations and 24 franchised locations through its franchising program, operating in 26 states and the District of Columbia. Headquartered in Addison, Texas, BL Restaurants and its affiliates, each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 20-10156) on January 27, 2020. On the Petition Date, the Debtors estimate between $50 million and $100 million in assets, and between $100 million and $500 million in liabilities, on a consolidated basis. The petitions were signed by Howard Meitiner, chief restructuring officer. Judge Mary F. Walrath is assigned to the case. Klehr Harrison Harvey Branzburg LLP is serving as the Debtors' general bankruptcy counsel. Configure Partners, LLC, is the Debtors' investment banker. Carl Marks Advisory Group LLC is the Debtors' restructuring advisor and Epiq Bankruptcy Solutions, Inc., the Debtors' notice, claims and balloting agent. BRIGGS & STRATTON: Moody's Lowers Corp. Family Rating to B3 ----------------------------------------------------------- Moody's Investors Service downgraded Briggs & Stratton Corporation's corporate family rating and probability of default rating, to B3 and B3-PD, from B2 and B2-PD, respectively. Concurrently, all ratings for Briggs & Stratton were placed under review for downgrade, including the Caa1 rating on the company's senior unsecured notes due December 2020. The speculative grade liquidity rating was downgraded to SGL-4 from SGL-3, denoting Moody's expectation that the company will maintain a weak liquidity profile over the next twelve to eighteen months. The downgrade of the CFR to B3 reflects Moody's expectation that financial leverage will remain elevated due to higher than typical revolver borrowings, including during its seasonal peak periods, and that targeted margin improvements will take longer than previously anticipated to realize. The company's financial performance continues to evidence the lingering effect of adverse events, including the Sears bankruptcy, unfavorable weather conditions across its three key geographic regions, and other operational issues experienced in its prior fiscal year. Accentuating these developments is a secular trend away from do-it-yourself lawn care, which Moody's believes will persist. The downgrade to SGL-4 from SGL-3 is based primarily on the now near-term maturity of the company's $195 million senior unsecured notes that come due on December 15, 2020, as well as the springing maturity of its $625 million revolver. Revolver borrowings at December 29, 2019 totaled $428 million. "Although the most recent revolver amendment and dividend suspension provide the company with incremental liquidity during its peak borrowing period, the sizable upcoming notes maturity and even sooner springing maturity of its revolver increase the company's credit risk profile," said Gigi Adamo, Moody's Vice President. The review will focus on the extent to which Briggs & Stratton is able to restore both its operating profile during its peak selling season over the next two quarters and, of equal importance, its liquidity profile. The improvement in liquidity will be a paramount consideration given current refinancing risk associated with the company's near-term unsecured notes maturity. The following rating actions were taken: Downgrades: Issuer: Briggs & Stratton Corporation Corporate Family Rating, Downgraded to B3 from B2; Placed Under Review for further Downgrade Probability of Default Rating, Downgraded to B3-PD from B2-PD; Placed Under Review for further Downgrade Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 On Review for Downgrade: Issuer: Briggs & Stratton Corporation Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Caa1 (LGD5) Outlook Actions: Issuer: Briggs & Stratton Corporation Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Briggs & Stratton's B3 CFR reflects Moody's expectation that the company will maintain very high leverage (well above 6.0x from estimated 10.0x level for the calendar period ended 12/29/2019, including Moody's standard adjustments), improved but still low profitability, and flat-to-modest growth in its residential business. Importantly, the company's public statements on meaningful inventory reduction and anticipated asset sales that could potentially be used to effect repayment of the upcoming December 2020 maturity of its unsecured notes are also considered. Debt-to-EBITDA is expected to moderately improve during the second half of the company's fiscal year ending June 28, 2020, but remain at meaningfully higher than historical levels, well exceeding 6.0x. At the same time, the ratings also anticipate low single-digit sales growth as well as meaningful inventory reduction that should also bolster liquidity. The realization of benefits from the company's business optimization program (BOP) to be concluded by mid-calendar year should also provide some support for margin improvement. Normalization of unfavorable weather conditions that negatively affected the company's operating results in fiscal 2019, combined with improved operating efficiencies, suspension of the share repurchase program, the recently announced suspension of the dividend, and some progress towards reducing excess inventory would provide longer term benefits to the company's credit profile. From a corporate governance perspective, the recent dividend suspension combined with the company's share repurchase program suspension last year reflect fiscally conservative measures taken to preserve liquidity. However, this is tempered by Moody's view that the company faces execution risk and Moody's expects free cash flow (after dividends) to be breakeven to marginally negative in fiscal 2020, albeit likely turning positive thereafter as costs from the BOP abate. The ratings could be downgraded if the company does not meaningfully improve free cash flow generation and reduce revolver borrowings. Debt-to-EBITDA sustained above 7.0x (Moody's-adjusted basis), EBITA-to-interest sustained below 1.0x, and/or more aggressive financial policies evidenced by increased shareholder distributions or debt funded acquisitions could pressure the ratings. A deterioration in liquidity, including continued heavy revolver usage or heightened uncertainty about the company's ability to refinance the entire December 2020 notes maturity could also lead to further ratings downgrades. An upgrade is unlikely without significant improvement in operating performance, including sustained revenue growth, EBITDA margins above 6% and annual free cash flow of at least $25 million. A balanced financial policy with low funded debt levels (debt-to-EBITDA sustained below 5.5x) and a strong ability to fund dividends and share repurchases from cash flow, along with good liquidity including the refinancing and extension of upcoming maturities at a manageable cost, would also be necessary for an upgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Headquartered in Wauwatosa, WI, Briggs & Stratton Corporation is the world's largest producer of gasoline engines for outdoor power equipment and is a leading designer, manufacturer and marketer of power generation, pressure washers, lawn and garden, turf care and job site products. Engines are used primarily by the lawn and garden equipment industry. Revenue for the fiscal year ended September 30, 2019 totaled $1.9 billion. C.T.W. REALTY: Amends Plan as Part of Collaboration With Wilmington ------------------------------------------------------------------- C.T.W. Realty Corp. filed a Third Amended Plan and a Third Amended Disclosure Statement on Jan. 25, 2020. Previously, Wilmington Trust, N.A., as Trustee for the Benefit of the Holders of LLCM 2017-LC26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-LC26 filed its own proposed plan and disclosure statement. The Bankruptcy Court conducted an in-chambers telephone conference on Jan. 7, 2020 to express the Bankruptcy Court's strong preference that only one reorganization plan be presented to creditors for voting. The Debtor and Wilmington Trust agree that the auction sale will proceed as outlined in the Debtor's Disclosure Statement, that the Debtor reserves its right to seek Reinstatement of the Wilmington Trust mortgage, that Wilmington Trust reserves all rights to object to Reinstatement while at the same time supporting the auction sale of the Debtor's property and that the Bankruptcy Court will be requested to approve the sale of the property and will make determinations at the confirmation hearing on whether or not Reinstatement is permitted, under what terms and conditions and whether the Debtor has met those terms and conditions. The Class 1 Secured Claim of Wilmington Trust will be treated as follows: (a) Sale. In the event of a Sale, the Allowed Secured Claim of Wilmington Trust will be paid in full in Cash from the Distribution Fund;provided,however, that if the value of the Property is less than the amount of the Allowed Secured Claim of Wilmington Trust, the balance of such Claim which is not secured by the Property shall be treated as a Class 3 General Unsecured Claim. (b) Refinancing. In the event of a Refinancing, the Allowed Secured Claim of Wilmington Trust shall be paid in full in Cash from the Distribution Fund. (c) Reinstatement. Wilmington Trust's Mortgage may, at the Debtor's discretion, subject to Wilmington Trust's reserved objections, be Reinstated pursuant to Section 1124(2) of the Bankruptcy Code. As set forth below in section V.E., the Debtor will file a notice in the Chapter 11 Case on or before [ ], 2020 which will notify creditors of its decision to pursue a sale, a Refinancing, or a Reinstatement. If the Bankruptcy Court determines that Reinstatement cannot occur, then if no Refinancing occurs, the Sale will proceed as provided in subsection 4(a) above. (d) Right to Vote. The Bankruptcy Court shall determine the effect of any ballot that Wilmington Trust may submit. Class 3 Allowed General Unsecured Claims will be treated as follows: (a) Sale. In the event of a Sale, each holder of an Allowed Class 3 General Unsecured Claim shall receive one or more distributions on a Pro Rata basis, up to 100% of such Allowed General Unsecured Claim, in full and final satisfaction of such Allowed General Unsecured Claim, from the remaining proceeds of the Distribution Fund, if any,promptly after the payment in full in Cash of all of the following: (a) Administrative Claims, (b) Fee Claims, (c) the Class 1 Claim, (d) the Class 2 Claim, and (e) Priority Tax Claims, with no post-Petition Date interest thereon. (b) Refinancing or Reinstatement. In the event the Debtor determines to Refinance the Allowed Secured Claim of Wilmington Trust or Reinstate Wilmington Trust's Mortgage pursuant to Section 3.1 of the Plan, each Class 3 Allowed Claim shall be paid in full in Cash from the proceeds of the Distribution Fund. (c) Right to Vote. In the event of a Sale, Class 3 is Impaired, and holders of a Class3 Claim are entitled to vote to accept or reject the Plan. In the event of a Refinancing of the Allowed Secured Claim of Wilmington Trust or the Reinstatement of Wilmington Trust's Mortgage, Class 3 will be Unimpaired and holders of Allowed general unsecured Claims will be deemed to accept the Plan and not be entitled to vote. Wilmington Trust previously filed its own plan of reorganization, believing that plan would provide greater value to creditors. The Debtor disputed that assertion. The Bankruptcy Court held a telephonic conference during which the Bankruptcy Court expressed its strong preference to consider just one plan and to urge the Debtor and Wilmington Trust to collaborate so that one plan could be presented that would preserve the parties' rights regarding pursuit of and objection to Reinstatement and assure that a Sale will occur if Reinstatement does not occur, whether because of Bankruptcy Court determination or otherwise. This Amended Disclosure Statement is the product of that collaboration. Accordingly, the Debtor believes that its Plan, which preserves Reinstatement (subject to Wilmington Trust's reservation of objections), preserves the Debtor’s optionality and will maximize value for all creditors. A full-text copy of the Third Amended Disclosure Statement dated January 25, 2020, is available at https://tinyurl.com/smpqzh6 from PacerMonitor.com at no charge. Counsel for Debtor and Debtor-In-Possession: Steven B. Smith Meaghan Millan HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Telephone: (212) 592-1400 Facsimile: (212) 592-1500 About C.T.W. Realty Corp. C.T.W. Realty Corp. is a single asset real estate company which was formed for the ownership and management of that certain commercial property located at 55-59 Chrystie Street, New York, NY 10002. On May 6, 2019, Wilmington Trust, N.A., as Trustee for the Benefit of the Holders of LCCM2017-LC26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, filed Motion To Excuse Compliance By Receiver With 11 U.S.C. Sec. 543. On June 4, 2019, the Court entered an order granting the Receiver Motion. C.T.W. Realty Corp., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11425) on May 1, 2019. In the petition was signed by Gary M. Tse, president, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Steven B. Smith, Esq., at Herrick Feinstein LLP, serves as bankruptcy counsel to the Debtor. CCO HOLDINGS: Fitch Rates Unsec. Notes Due 2030 'BB+' ----------------------------------------------------- Fitch Ratings assigned 'BB+'/'RR4' ratings to CCO Holdings, LLC's benchmark issuance of senior unsecured notes due 2030. CCOH is an indirect, wholly owned subsidiary of Charter Communications, Inc. CCOH's Long-Term Issuer Default Rating is currently 'BB+'. The Rating Outlook is Stable. The company is expected to use net proceeds from the offering for general corporate purposes, including the repayment of certain indebtedness, potential buybacks of Class A common stock of Charter or common units of Charter Communications Holdings, LLC (CCH), a subsidiary of Charter , and to pay related fees and expenses. As of Dec. 31, 2019, Charter's stock buyback program had authority to purchase an additional 1.4 billion of its Class A common stock and/or CCH common units. Charter had approximately $74.9 billion of debt outstanding as of Dec. 31, 2019, including $52.8 billion of senior secured debt, pro forma for expected debt repayment using net proceeds from debt issuance in 4Q19. KEY RATING DRIVERS Leading Market Position: Charter Communications, Inc. is the third-largest multichannel video programming distributor (MVPD) in the U.S. behind Comcast Corp. and AT&T (through its DirecTV subsidiary) and the second largest cable MVPD behind Comcast. Fitch continues to view Charter's May 2016 merger with Time Warner Cable, Inc. (TWC) and acquisition of Bright House Networks, LLC (the transactions) positively and believes they strengthen Charter's overall credit profile. Credit Profile: Charter's 29.2 million customer relationships as of Dec. 31, 2019 position it as one of the largest MVPDs in the U.S., providing the company with significant scale benefits. LTM revenue and EBITDA totalled approximately $45.8 billion and $16.9 billion, respectively. Fitch estimates total Fitch-calculated gross leverage was 4.4x, while secured leverage was 3.1x for LTM Dec. 31, 2019, pro forma for expected debt repayment. Improving Operating Momentum: Charter's operating strategies are positively affecting its operating profile, resulting in a strengthened competitive position. The market-share-driven strategy focusing on enhancing the overall competitiveness of its video service and leveraging its expanding all-digital infrastructure is improving subscriber metrics, growing revenue and ARPU, and stabilizing operating margins. Fitch also believes the expansion of Charter's mobile service offerings under a mobile virtual network operator agreement with Verizon Communications Inc. should offer potential future bundling benefits, which should eventually offset the near term infrastructure spending. Integration Execution: Charter's ability to manage the simultaneous integration of the transactions while limiting disruptions in existing systems is captured in the company's improved cable operating performance. Although Fitch continues to expect Charter to realize the full $1 billion of its expected run-rate transaction integration synergies by 2020, system-wide wireless rollout costs are expected to be a drag on near-term total margins. However, cable-adjusted EBITDA margins, excluding wireless revenues and operating costs, improved to 40.5% in fourth-quarter 2019 (4Q19) from 37.5% in 4Q17 . Cable adjusted EBITDA of $17.4 billion in FY19 grew 6.6% over FY18. Debt Capacity Growth: Charter maintains a target net leverage range of 4.0x‒4.5x and up to 3.5x senior secured leverage. Fitch expects Charter to continue creating debt capacity and remain within its target leverage, primarily through EBITDA growth. Proceeds from prospective debt issuances under debt capacity created are expected to be used for shareholder returns (as of Dec. 31, 2019, Charter's stock buyback program had authority to purchase up to $1.4 billion of its Class A common stock and/or CCH's common units) along with internal investment and accretive acquisitions. Fitch does not expect Charter to maintain significant cash balances, resulting in Fitch-calculated total gross leverage roughly equating to total net leverage over the rating horizon. DERIVATION SUMMARY Charter is well positioned in the MVPD space given its size and geographic diversity. With 29.2 million customer relationships, Charter is the third-largest U.S. MVPD after AT&T Inc., through its DirecTV and U-verse offerings, and Comcast Corporation. Both AT&T (A-/Stable) and Comcast (A-/Stable) are rated higher than Charter due primarily to lower target and actual total leverage levels and significantly greater revenue size, coverage area and segment diversification. Charter's ratings should be held in check as the company expects to continue issuing debt under additional debt capacity created by EBITDA growth while remaining within its target total net leverage range of 4.0x-4.5x. Proceeds from prospective debt issuance under this additional debt capacity are expected to be used for shareholder returns along with internal investment and accretive acquisitions. No country ceiling, or parent/subsidiary aspects affect the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenues grow mid-single-digits over the rating horizon driven by an improvement in overall customer relationships and mid-single-digit ARPU growth; -- Continued low-single-digit video customer declines driven by the increasingly competitive environment; -- HSD customer growth at 5%-7% annually should more than offset video losses, with HSD total revenues surpassing video total revenues over the rating horizon; -- Wireless revenues are not expected to comprise a significant near-term revenue source; -- EBITDA margin shows slow improvement as integration benefits are offset somewhat by wireless roll out costs; -- Capex at low 20% as a percentage of revenues due to system-wide wireless infrastructure investments; -- Charter grows FCF to $4.5 billion by 2021 from $2.7 billion in 2018; -- Charter issues sufficient debt to fund annual maturities and take advantage of debt capacity created by EBITDA growth; -- Fitch expects Charter to remain at the high end of its target net leverage of 4.0x-4.5x creating approximately $4 billion to $5 billion of additional annual debt capacity for either shareholder returns or accretive acquisitions; -- Annual shareholder returns are expected to grow to $9.6 billion by 2021 from $6.3 billion in 2018; -- Fitch does not include any M&A activity given the lack of transformational acquisition opportunities. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Demonstrating continued progress in closing gaps relative to industry peers in service penetration rates and strategic bandwidth initiatives; -- A strengthening operating profile as the company captures sustainable revenue and cash flow growth, and the reduction and maintenance of total leverage below 4.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A leveraging transaction or adoption of a more aggressive financial strategy that increases leverage over 5.0x in the absence of a credible deleveraging plan; -- Perceived weakening of its competitive position or failure of the current operating strategy to produce sustainable revenue, cash flow growth and strengthening operating margin. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch regards Charter's liquidity position and overall financial flexibility as satisfactory given the rating. Charter's financial flexibility will improve in step with the continued growth in FCF generation. The company's liquidity position as of Dec. 31, 2019 comprised $3.5 billion of cash and was supported by full availability under its $4.75 billion revolver, $249 million of which matures in March 2023 and $4.5 billion in February 2025, and anticipated FCF generation. Charter's maturity schedule thorough 2022 is manageable, with $0.3 billion remaining due in 2020 (pro forma for the repayment of its $1.5 billion of 5.000% notes due February 2020 and $2.0 billion of 3.579% notes due July 2020 that were prefunded with debt issuance in 4Q19), $2.0 billion in 2021 and $4.5 billion in 2022. Thereafter, annual bond maturities range from $2.8 billion (2029) to $5.3 billion (2025) through 2029. Charter will have to dedicate a significant portion of potential debt issuance during that period to servicing annual maturities, which could reduce cash available for share repurchases, especially in the event of market dislocation. Although Fitch expects Charter would be able to access capital markets to meet its upcoming maturities, the company's liquidity profile could be weakened if a market dislocation is severe enough to hinder the company's ability to access the market. CCO is the public issuer of Charter's senior secured debt, and CCOH is the public issuer of Charter's senior unsecured debt. All of CCO's existing and future secured debt is secured by a first-priority interest in all of CCO's assets and is guaranteed by all of CCO's subsidiaries, including those that hold the assets of Charter, TWC, Bright House and CCOH. All of CCOH's existing and future debt is structurally subordinated to CCO's senior secured debt and is neither guaranteed by nor pari passu with any secured debt. With Charter's Fitch-calculated secured leverage expected to remain below 4.0x over the rating horizon and strong underlying asset value, Fitch does not view structural subordination as impairing recovery prospects at the unsecured level. Thus, Charter's unsecured notes are not notched down from the Issuer Default Rating. 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. CHAMBERS OF TUCSON MALL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- The Office of the U.S. Trustee on Jan. 28, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The Chambers of Tucson Mall, LLC. About The Chambers of Tucson Mall The Chambers of Tucson Mall, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-15701) on Dec. 14, 2019, listing under $1 million in both assets and liabilities. Charles Richard Hyde, Esq., at the Law Offices Of C.R. Hyde, is the Debtor's legal counsel. CHARTER COMMUNICATIONS: Moody's Rates Unsec. Notes Due 2030 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Charter Communications, Inc.'s (Ba2 stable) senior unsecured notes due 2030, issued at CCO Holdings, LLC and CCO Holdings Capital Corp. The proceeds of the notes will be used to repay existing debt, fund potential share repurchases, pay related transaction fees and expenses, and for general corporate purposes. All existing ratings, including the Ba2 Corporate Family Rating and all instrument ratings, are unaffected by the issuance and refinancing. The outlook is stable. The notes will be general unsecured obligations of the issuer, effectively subordinated in right of payment to any future secured debt of the Issuers, to the extent of the value of the assets securing such debt, equal in right of payment to existing senior notes and any future unsubordinated, unsecured debt of the Issuers, senior in right of payment to any future subordinated debt of the Issuers; and structurally subordinated to all debt and other liabilities (including trade payables) of CCO Holdings' subsidiaries, including indebtedness under the Credit Agreement, the CCO Notes and the Existing Time Warner Cable LLC Notes. The Notes will not be guaranteed. Moody's views the transaction as credit neutral. Moody's expects the proceeds from the note offerings will be used repay future maturities and fund potential share repurchases. Moody's believes any incremental leverage (net of repayment) will not materially change the credit profile. Additionally, Moody's doesn't expect the transaction (regardless of use) to materially change the proportional mix of secured and unsecured debt, or the resultant creditor claim priorities in the capital structure. Assignments: Issuer: CCO Holdings, LLC Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE Charter's credit profile is supported by the Company's substantial scale and share of the US market which is protected by a superior, high-speed network. Charter is the second largest cable company in the United States, serving over 29 million customers across 41 states. It provides video, data, voice, and mobile wireless services, which produce over $45 billion in revenue principally from over 50 million primary service units (PSU's). Broadband demand drives growth and profitability, providing an operating hedge to weakness in video and voice services while solid free cash flows support good financial flexibility. The credit profile is constrained by a financial policy that tolerates high absolute debt levels and elevated financial leverage. Charter's financial policy remains a key driver of the credit profile as management has stated that it would like to keep management calculated net debt-to-EBITDA in the 4.0-4.5x range. Charter is also challenged by declining voice and video services which is experiencing secular decline from intense competition. Lower video penetration is likely to continue for the foreseeable future. Charter has also just begun offering mobile wireless services through its MVNO with Verizon Communications Inc., making it a true quad-player. While Moody's anticipates this service to add scale, diversify revenues, increase subscribers and help reduce churn / increase retention, Moody's also expects wireless start-up costs to be a burden on profits and cash flows with steady-state economics that are less favorable than the existing cable model. The senior secured credit facilities and senior secured notes at Charter Communications Operating, LLC, Time Warner Cable LLC, and Time Warner Cable Enterprises LLC are rated Ba1 (LGD3), one notch above the Ba2 CFR. Secured lenders benefit from junior capital provided by the senior unsecured bonds at CCO Holdings, Inc. The senior unsecured notes at CCO Holdings, Inc. are the most junior claims and are rated B1 (LGD5), and are subordinated to the secured obligations of its subsidiaries. The instrument ratings reflect the probability of default of the company, as reflected in the Ba2-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the particular instruments' ranking in the capital structure. Estimated lease rejection claims and trade payables are unrated, and do not affect the instrument level ratings given their insignificance to the total quantum of obligations. The stable outlook reflects its expectation that debt, revenues, and EBITDA will near $76 billion, $47-48 billion, and $17-18 billion, respectively by the end of 2020 (all Moody's adjusted). Moody's projects EBITDA margins in mid-30% range will produce free cash flows of more near $4.5 billion. Key assumptions include capex to revenue near 15% and average borrowing costs of near 5.5%. Moody's expects video PSU's to fall by low single digit percent, and data PSU's to rise by mid-single digit percent. Moody's assumes ramping the mobile wireless business will be a net cash cost of over $1 billion (over the next 12 to 18 months). Moody's expects key credit metrics to remain stable or improve, with leverage projected to fall within its tolerances, and free cash flow to debt to improve, approaching 6% by 2020. Moody's expects liquidity to remain good. Charter is a public company. The largest shareholders are Liberty Broadband Corporation and Advance/Newhouse, and institutional investors. The Company has 13 directors on its Board, including the CEO, with the majority of the members deemed independent. Management has maintained a 4.0-4.5x net debt leverage target, despite the capacity to delever further with a more conservative financial policy. Leverage, which is currently near 4.5x (Moody's adjusted, 2019 year-end), will remain relatively unchanged with any improvement over the next 12-18 month likely to be marginal, driven principally by modest EBITDA growth. Based on historical patterns, Moody's doesn't expect Charter to voluntarily or materially reduce debt with free cash flow, but assume maturities will be refinanced/rolled over with excess cash flow used for share repurchases and other corporation transactions. The SGL-2 liquidity rating reflects good liquidity with positive free cash flow, a largely undrawn $4.75 billion revolver facility, and only incurrence-based financial covenants. Alternate liquidity is constrained with a largely secured capital structure. Moody's would consider an upgrade if: -- Leverage (Moody's adjusted debt/EBITDA) is sustained below 4.0x, and -- Free cash flow-to-debt (Moody's adjusted) is sustained above 5% An upgrade would also be conditional on a high level of confidence that further deterioration in the voice and video business, and or losses in mobile services will not materially change the credit profile of the business. Moody's would consider a downgrade if: -- Leverage (Moody's adjusted debt/EBITDA) is sustained above 4.5x, or -- Free cash flow-to-debt (Moody's adjusted) is sustained below low single digit percent Moody's would also consider a negative rating action if further deterioration in the voice and video services, and or losses in mobile services materially and unfavorably changed the credit profile of the Company. Charter Communications, Inc., headquartered in Stamford, Connecticut, provides video, data, phone, and wireless services to approximately 52.2 million U.S. homes and businesses, penetrating approximately 35% (Moody's calculation of the triple-play-equivalent) of homes passed in its footprint. Across this footprint, Charter serves approximately 27.3 million residential and 2.0 million commercial customers under the Spectrum brand, making it the second-largest U.S. cable company behind only Comcast Corporation (Comcast, A3 stable). Revenue in 2019 was approximately $45.8 billion. The principal methodology used in this rating was Pay TV published in December 2018. CHINA FISHERY: Kirkland & Ellis Updates on Noteholders ------------------------------------------------------ In the Chapter 11 cases of China Fishery Group Limited (Cayman), et al., the law firm of Kirkland & Ellis LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group that it is representing. K&E's representation of certain entities that hold, or that act as investment manager of or advisor to certain funds, controlled accounts, and/or other entities that hold or are beneficial owners of the 9.75% Senior Notes Due 2019, the Club Loan Facility obligations that matured as of 2018, and claims arising under that certain $35 million facility letter dated August 26, 2014 among Bank of America, N.A., China Fisheries International Limited (Samoa), and South Pacific Shipping Agency Limited (BVI). K&E previously represented certain entities in their capacities as holders of the Senior Notes. K&E represents only the Ad Hoc Group, and does not represent or purport to represent any entity other than the Ad Hoc Group, in connection with the Debtors' chapter 11 cases. In addition, the Ad Hoc Group does not represent or purport to represent any other entity in connection with the Debtors' chapter 11 cases at this time. As of Feb. 3, 2020, the Committee Members and their disclosable economic interests are: Burlington Loan Management DAC Pinnacle 2 Eastpoint Business Park Dublin 3 Ireland * $65,571,000 principal amount of Senior Notes * $53,250,000 principal amount of Club Loans Cowell & Lee Asia Credit Opportunities Fund 15-01 Ruttonjee House 11 Duddell Street Central Hong Kong People's Republic of China * $47,282,000 principal amount of Senior Notes Monarch Alternative Capital LP 50-52 Welbeck Street 1st Floor London, United Kingdom W1G 9HL * $32,101,000 principal amount of Senior Notes * $115,629,369 principal amount of Club Loans * $30,998,083.56 of CF Facility Claims VCFG, LLC 3600 West 80th Street Suite 225 Minneapolis, MN 55431 * $80,000,000 principal amount of Club Loans SC Lowy Primary Investments, Ltd. 8 Queens Road Central 17th Floor Hong Kong People's Republic of China * $9,874,000 principal amount of Senior Notes * $18,500,000 principal amount of Club Loans Arkkan Capital Management Limited 8 Queens Road Central 23rd Floor Hong Kong People's Republic of China * $7,000,000 principal amount of Senior Notes * $12,000,000 principal amount of Club Loans Deutsche Bank, London Branch c/o: Deutsche Bank AG Hong Kong Branch 61/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong * $185,000 principal amount of Senior Notes * $18,173,076.63 principal amount of Club Loans Counsel to the Ad Hoc Group can be reached at: KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Patrick J. Nash, Jr., P.C., Esq. Gregory F. Pesce, Esq. Heidi M. Hockberger, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/7Puvhs About China Fishery Group China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group was estimated to have assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CLARKRANGE HUNTING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on Jan. 30, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Clarkrange Hunting Lodge, LLC. About Clarkrange Hunting Lodge Clarkrange Hunting Lodge, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-07696) on Nov. 27, 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. Judge Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, is the Debtor's legal counsel. COASTAL INTERNATIONAL: Unsec. Creditors to Recover 38% in 10 Years ------------------------------------------------------------------ Debtor Coastal International, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, a Chapter 11 Plan of Reorganization and a Disclosure Statement. Holders of Class 2 Priority Unsecured Claims will receive monthly payments over the course of approximately 1 year with no interest. The Reorganized Debtor shall have the right to pay the Allowed Claims in Class 2 the full amount of their claims at any time without premium or penalty of any kind. The total amount of Class 2 Claims is approximately $80,000. Holders of Class 3 Allowed General Unsecured Claims will receive monthly payments over the course of 10 years, with the totality of the payments over the course of those 10 years totaling $3.5 million which equals approximately 38% recovery on the total amount of the Class 4 Claims plus 1.53% interest (federal default judgment rate) on the 38% total. The total amount of Class 3 Claims is $9,221,953. Presently, the largest unsecured creditor in Class 4 consists of GES, Debtor's direct competitor. Debtor disputes the amount of the Claim of GES as it includes postjudgment interest that GES is not entitled to under state law. Further, Debtor will file a proceeding in the Bankruptcy Court disputing the amount (and possibly the priority) of the Claim of GES. Class 4 — Equity Interests: Coastal International Holdings, LLC will retain its 100% interest in the Reorganized Debtor. All of the Claims against and/or Interests in third parties that constitute property of the Estate shall be revested in the Reorganized Debtor. From and after the Effective Date, the Debtor may dispose of assets free of any restrictions contained in Sections 361, 363, 364, or 365 of the Bankruptcy Code, provided however, that disposition of any proceeds is made in accordance with the Plan. Following the Effective Date, the Reorganized Debtor shall have absolute authority to prosecute, waive, adjust or settle any claims without the need for approval by the Court. The Plan will be funded from (a) future business income and assets of the Reorganized Debtor and (b) the New Value Contribution. Coastal International Holdings, LLC (Principal) will provide $500,000 in the form of a New Value Contribution to fund the Plan which will be advanced by the Principal on or before the Effective Date. In exchange for the New Value Contribution, the Principal will retain a 100% Interest in the Reorganized Debtor. The Principal will be the sole shareholder of the Reorganized Debtor after the Effective Date. A full-text copy of the Disclosure Statement dated January 15, 2020, is available at https://tinyurl.com/roc5ahf from PacerMonitor.com at no charge. The Debtor is represented by: Jeffrey I. Golden Reem J. Bello WEILAND GOLDEN GOODRICH LLP 650 Town Center Drive, Suite 600 Costa Mesa, California 92626 Telephone: 714-966-1000 Facsimile: 714-966-1002 E-mail: jgolden@wgllp.com rbello@wgllp.com About Coastal International Coastal International, Inc., is a Nevada corporation formed in 1984, which provides trade show installation and dismantling services in the exhibit and event industry. Its operations extend into major cities across the United States, and the Company maintains a staff of trained, full-time employees to handle most any installation and dismantling project from start to finish. Coastal generated approximately $24 million in revenues during 2018. Coastal International sought creditor protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.19-13584) on Sept. 15, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case has been assigned to Judge Theodor Albert. The Debtor tapped Weiland Golden Goodrich LLP as counsel; and Finestone Hayes LLP, as co-counsel. COCOA EXPO: No Impaired Classes in Plan --------------------------------------- Cocoa Expo Sports Center, LLC, owner of the Coastal Florida Sports Park, in Cocoa, Florida, has proposed a Chapter 11 plan that will be funded by: A. Equity Infusion. The Debtor is concluding negotiations for equity infusions as follows: 1. Discussions with Major League Baseball player Miguel Cabrera contemplate a sale of a 30% interest in the Debtor for a capital contribution in the amount of $20 million. The Debtor projects closing prior to May 1, 2020. 2. Discussions with Signature Development and Construction Inc., contemplate a sale of a 35% interest in Debtor for a capital contribution in the amount of $27.5 million. The Debtor projects a closing prior to May 1, 2020. B. New Financing. In addition to new capital, the Debtor is concluding negotiations with JD Euroway Bancorp for additional financing in the amount of $27.5 million. The Debtor projects a closing prior to May 1, 2020. C. Sale. The Debtor has executed an agreement with Whitecap Sports Group for the marketing and sale of the Complex. Whitecap estimates up to a 6-month marketing period with a sale price in excess of $30 million. Under the Plan, the reorganized Debtor will: (i) continue to operate the business of Debtor in the ordinary course; (ii) receive capital contributions; and(iii) distribute cash payments. The Debtor may request the Court to determine the value of assets and Secured Claims. The value determined by the Court may be materially different than assessed or appraised values. Over $44 million has been invested in the Complex. The tax assessed value of Debtor's real estate is approximately $14.5 million. In 2015, the Bank of Washington's appraiser estimated the value of the Complex in excess of $90 million. The Debtor's gross revenue was approximately: (a) $1.3 million for year ended 2018; and (b) $1.1 million for the period Jan. 1, 2019 through Dec. 11, 2019. There are no impaired classes under the Plan. UDF XIV SPE B, LLC's $3.1 million secured claim; Urban Development Fund XXIII, LLC's $7.2 million secured claim claim; Bank of Washington's $13.8 million secured claim; Terry John Wilson and Kaitlin Marie Johnson's secured claim of $1 million; unsecured claims totaling $31,000; and equity interests are all unimpaired under the Plan. The Debtor believes that, after the confirmation of the Plan, the Debtor will be able to perform its obligations under the Plan and continue to operate its business without further financial reorganization. A full-text copy of the Disclosure Statement dated Jan. 27, 2020, is available at https://tinyurl.com/svhbqys from PacerMonitor.com at no charge. Attorneys for the Debtor: David R. McFarlin Fisher Rushmer, P.A. 390 N. Orange Ave., Suite 2200 Post Office Box 3753 Orlando, FL 32802-3753 Telephone (407) 843-2111 Facsimile (407) 422-1080 E-mail: dmcfarlin@fisherlawfirm.com About Cocoa Expo Sports Center Cocoa Expo Sports Center, LLC -- http://www.cocoaexpo.com/-- is a Florida limited liability company formed in 2011. It owns a sports complex located at 500 Friday Road, Cocoa, FL 32926 known as Coastal Florida Sports Park. The Sports Complex consists of more than 50 acres. The Sports Complex serves as a venue for youth athletic games, high school events, college sporting events, and college and professional recruiting. The Debtor previously sought bankruptcy protection on Jan. 23, 2017 (Bankr. M.D. Fla. Case No. 17-00441). On Nov. 5, 2019, UDF XIV SPE B, LLC; Urban Development Fund and Deego Productions, Inc., filed an involuntary Chapter 11 petition with respect to the company (Bankr. M.D. Fla. Case No. 19-07295) in Orlando, Florida. Akerman LLP represents the petitioners. An order for relief was entered on Dec. 11, 2019. The Court entered an order terminating Debtor's exclusive right to file a plan. Bank of Washington has filed a motion requesting: (a) dismissal of the case; (b) stay relief; or (c) abstention. COLLEGE OF NEW ROCHELLE: Amends Plan as Campus Sold for $32M ------------------------------------------------------------ The College of New Rochelle filed an Amended Chapter 11 Plan and an Amended Disclosure Statement on Jan. 22, 2020. Prior to the Petition Date, the Debtor engaged A&G Realty Partners, LLC and B6 Real Estate Advisors, LLC to market the Debtor's largest asset, the New Rochelle Campus. The sale of the Campus was a substantial endeavor, not only by the Debtor, but by all other interested parties including the DIP Lender and Pre-Petition Lenders. The bid procedures with respect to the Sale of the Campus were approved by the Bankruptcy Court by Order dated October 17, 2019. After the approval of the bid procedures, the marketing efforts continued, resulting in a stalking horse bid of $21 million by Northeast Education Development Corp. Thereafter, an auction was conducted on November 21, 2019, concluding on November 22, 2019. Based on the auction, the Debtor determined to sell the Campus to the Trustees of the Masonic Hall and Asylum Fund for $32 million. The Sale was approved by the Court by Order dated November 27, 2019. It is anticipated that the closing of the Sale will occur in January 2020. The Lien structure against the various parcels of the Campus is a complicated one, with different parties holding Liens of various priorities against each of the different parcels. Because oft he complexity, the Pre-Petition Lenders have been negotiating the Intercreditor Agreement which, if executed, will provide for the allocation of the net proceeds of the Sale and the Remaining Cash. The Amended Plan treats claims as follows: * Allowed Other Priority Claims-Class 1. Each holder of an Allowed Other Priority Claim shall be paid their Pro Rata share of any funds remaining in the Distribution Fund after payment in full of Allowed Superpriority Claims, Administrative Claims, Professional Fee Claims, Priority Tax Claims and Secured Deficiency Claims. Other Priority Claims are estimated to amount to $1,100.00, subject to objection. * Allowed Pre-Petition Lender Secured Claims — Class 2. Class 2 consists of the Allowed Pre-Petition Lenders Secured Claims, estimated by the Debtor to amount to $48,450,103. Upon the later of entry of the Confirmation Order or execution of the Intercreditor Agreement, the Pre-Petition Lenders shall be paid from the net proceeds of the Sale and the Remaining Cash in accordance with the allocation of Sale proceeds and Remaining Cash set forth therein. * Allowed Taxing Authority Secured Claims in Class 3. Class 3 consists of the Allowed Taxing Authority Secured Claims in the Debtor's estimated amount of $13,200,000. Such Claims will also be paid initially from the net proceeds of the Sale and Remaining Cash either upon execution of the Intercreditor Agreement or further Order of the Bankruptcy Court. * Allowed Other Secured Claims in Class 4. Claimants within this Class are identified as Wells Fargo Vendor Financial Services, Hewlett Packard, Toyota Financial Services and PS Mercado Elevator Co. Such Claimants have security interests in the collateral included in their financing statements filed against the Debtor's Assets or, in the case of PS Mercado, a mechanics' lien against the Campus. * Allowed Student Refund Claims in Class 5. The Debtor is still receiving student loan monies from Governmental Units. Upon final receipt by the Debtor or the Liquidation Trustee of such monies, and after retention by the Debtor of tuition payments due from any such students to the Debtor, holders of such Allowed Student Refund Claims shall be paid the full amount of such Claims from the Student Refund Account in satisfaction of their Allowed Student Refund Claims. * Allowed Annuity Claims in Class 6. After reconciliation of the Allowed Annuity Claims by the Debtor or Liquidation Trustee, the holders of such Claims shall be paid in full from the Annuity Account. * Allowed Perkins Claims in Class 7, the amount of which cannot be estimated until the Debtor completes the accounting of monies due to Governmental Units in payment of such Claims. Upon a final accounting by the Debtor or Liquidation Trustee of monies due to any Governmental Unit in payment of Perkins Claims, such Governmental Unit shall be paid the lesser of (a) the amount of their filed Perkins Claim, (b) the amount determined by the accounting, and (c) such other amount as is agreed to by the Debtor and such Governmental Unit. Ifthe amount of any Filed Perkins Claim is greater than the amount determined by the accounting, the Perkins Claim shall be treated as a Disputed Claim in accordance with Article VII of the Plan. * Allowed Nursing Claims in Class 8. Class 8 under the Plan consists of Allowed Nursing Claims, the amount of which also cannot be estimated until the Debtor completes its accounting of such Claims. Upon a final accounting by the Debtor or the Liquidation Trustee of monies due to any Governmental Unit in payment ofNursing Claims, such Govemmental Unit shall be paid the lesser of (a) the amount of their Filed Nursing Claim, (b) the amount determined by the accounting, and (c) such other amount as is agreed to by the Debtor and such Governmental Unit. Ifthe amount of any Filed Nursing Claim is greater than the amount determined by the accounting, the Nursing Claim shall be treated as a Disputed Claim in accordance with Article VII of the Plan. * Allowed Secured Deficiency Claims in Class 9. Class 9 of the Plan consists of Allowed Secured Deficiency Claims of Citizens Bank, the NRIDA Bond Trustee and the Taxing Authorities. As set forth above, the Debtor estimates that Secured Deficiency Claims will amount to approximately $21 million, plus the deficiency to the Taxing Authorities. Such Claimants will be paid from the liquidation of Assets against which they hold a Lien. * Allowed General Unsecured Claims in Class 10. Class 10 of the Plan consists of General Unsecured Claims. Holders of such Claims shall receive their Pro Rata share of any funds remaining in the Distribution Fund after the payment of all Allowed Superpriority Claims, Administrative Claims, Professional Fee Claims, Priority Tax Claims, Other Priority Claims, Other Secured Claims and Secured Deficiency Claims. It is not anticipated that there will be any distribution to creditors holding Allowed General Unsecured Claims. * Allowed Penalty Claims in Class 11. Class 11 under the Plan consists of Allowed Penalty Claims, who shall receive their Pro Rata share of the Distribution Fund remaining after payment of all other Claimants in this case. A full-text copy of the Amended Disclosure Statement dated January 22, 2020, is available at https://tinyurl.com/sv9llq6 from PacerMonitor.com at no charge. Counsel for The College of New Rochelle: Matthew G. Roseman, Esq. Bonnie L. Pollack, Esq. CULLEN & DYKMAN LLP 100 Quentin Roosevelt Boulevard Garden City, NYI 1530 Tel: (516) 357-3700 About the College of New Rochelle Founded by the Ursuline Sisters in 1904, The College of New Rochelle comprises four schools: the school of arts & sciences, the school of nursing & healthcare professions, the graduate school and the school of new resources for adult learners. CNR provided education to underprivileged and first-generation college students at its historic home in New Rochelle, Westchester County, New York. The College expanded to operate satellite campuses at five other locations in the Bronx, Brooklyn, Harlem and Yonkers. The College of New Rochelle shut operations in August 2019 and on Sept. 20, 2019, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-23694) in White Plains, New York. In the petition signed by Mark Podgainy, interim chief restructuring officer, the Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtor tapped CULLEN & DYKMAN, LLP as bankruptcy counsel; HOGAN MARREN BABBO & ROSE, LTD., as regulatory counsel. GETZLER HENRICH & ASSOCIATES is the restructuring advisor. A&G REALTY PARTNERS and B6 REAL ESTATE ADVISORS are marketing the Debtor's assets. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. COLLEGE OF NEW ROCHELLE: Mercy Has Limited Objection to Disclosures ------------------------------------------------------------------- Mercy College submitted a limited objection to the Disclosure Statement for Chapter 11 Plan Filed by the College of New Rochelle. Mercy submitted a limited Objection to CNR's Disclosure Statement because neither the Disclosure Statement, nor the Plan it describes, adequately addresses the disposition of the Endowment Funds, the DOE LOC Funds or the Mercy Lease and associated Security Deposit, nor do they adequately address the treatment of Mercy's interests in respect thereof. While Mercy anticipates that a consensual resolution can be reached with respect to CNR's proposed treatment of the Endowment Funds, the DOE LOC Funds, and the Mercy Lease and associated Security Deposit, Mercy submits that the Disclosure Statement, as submitted to the Court on December 27, 2019, fails to contain adequate information as required by section 1125(b) of the Bankruptcy Code with respect to each of these matters, as well as with respect to the treatment of Mercy’s interests therein. Counsel to Mercy College: Stephen A. Donato, Esq. Grayson T. Walter, Esq. One Lincoln Center 110 West Fayette Street Syracuse, New York 13202 Tel: 315-218-8000 E-mail: sdonato@bsk.com gwalter@bsk.com About the College of New Rochelle Founded by the Ursuline Sisters in 1904, The College of New Rochelle comprises four schools: the school of arts & sciences, the school of nursing & healthcare professions, the graduate school and the school of new resources for adult learners. CNR provided education to underprivileged and first-generation college students at its historic home in New Rochelle, Westchester County, New York. The College expanded to operate satellite campuses at five other locations in the Bronx, Brooklyn, Harlem and Yonkers. The College of New Rochelle shut operations in August 2019 and on Sept. 20, 2019, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-23694) in White Plains, New York. In the petition signed by Mark Podgainy, interim chief restructuring officer, the Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtor tapped CULLEN & DYKMAN, LLP as bankruptcy counsel; HOGAN MARREN BABBO & ROSE, LTD., as regulatory counsel. GETZLER HENRICH & ASSOCIATES is the restructuring advisor. A&G REALTY PARTNERS and B6 REAL ESTATE ADVISORS are marketing the Debtor's assets. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. CONTINENTAL CAST: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- The Office of the U.S. Trustee on Jan. 30, 2020, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Continental Cast Stone, LLC and Maglicon, LLC. The committee members are: (1) Ben Bolan Sethmar Transportation, Inc. 7381 W. 133rd St., Suite 402 Overland Park, KS 66213 913-884-1249 (phone) 503-265-8679 (fax) bolan@sethmartrans.com (2) Roy L. Johnson Architectural Solutions/Services, LLC 7840 S. Windermere Cr. Littleton, CO 80120 303-596-9556 (phone) rjohnson@1123@msn.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Continental Cast Stone LLC and Maglicon LLC Continental Cast Stone, LLC -- http://www.continentalcaststone.com/ -- doing business as CCSM Acquisition LLC was established in 1986. It is a manufacturer of cast stone and has offices in Kansas, South Carolina, Chicago, and California. Its affiliate Maglicon, LLC owns and leases to Continental the land upon which the company operates the manufacturing facility in Kansas. Continental Cast and Maglicon filed Chapter 11 bankruptcy petitions (Bankr. D. Kan. Lead Case No. 19-21752) on Aug. 20, 2019. In the petitions signed by Bryan Hinkle, member, Continental Cast and Maglicon each was estimated to have assets and liabilities at $1 million to $10 million. Judge Robert D. Berger oversees the cases. Mann Conroy, LLC is the Debtors' counsel. COTTAGE CAR: Unsecured Creditors to Get 100% in 36 Months --------------------------------------------------------- Cottage Car Wash, LLC, field a Second Amended Chapter 11 Plan of Reorganization on Jan. 27, 2020. The Debtor's Plan is a “bootstrap” or stand-alone plan. It relies on the future income of the Debtor to pay its obligations under the Plan. The Plan contemplates the satisfaction of the secured creditor through a restructuring of the Debtor's obligations. The Plan also contemplates: (i) the satisfaction of all administrative and priority claims; (ii) the satisfaction of the allowed claim of Granite State Economic Development Corporation; and (iii) and the payment of a 100% dividend to the holders of allowed general unsecured claims over a thirty-six month period from the Effective Date of the Plan. Class 5 Allowed General Unsecured Claims totaling $8,200 are impaired. Each holder of an Allowed Class 5 claim will be paid deferred cash payments equal to 100% of such Allowed Claims payable over 36 months from the Effective Date. Such deferred payments shall be made in equal quarterly installments and made without interest. A full-text copy of the Second Amended Chapter 11 Plan of Reorganization dated Jan. 27, 2020, is available at https://tinyurl.com/tyhauda from PacerMonitor.com at no charge. Attorney for the Debtor: David B. Madoff (BBO# 552968) MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxboro, MA 02035 Tel: (508) 543-0040 About Cottage Car Wash Based in Norfolk, Massachusetts, Cottage Car Wash, LLC, filed a voluntary Chapter 11 petition (Bankr. D. Mass. Case No. 19-11013) on March 28, 2019. In the petition signed by Michael Brabants, manager, the Debtor had total assets of $2,200,000 and total liabilities of $1,674,366. The case is assigned to Hon. Melvin S. Hoffman. The Debtor's counsel is David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, in Foxborough, Massachusetts. DALTON LOGISTICS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Dalton Logistics, Inc. 22857 Lantern Hills Dr. Kingwood, TX 77339 Business Description: Dalton Logistics, Inc. is a privately held company in the general freight trucking industry. Chapter 11 Petition Date: February 3, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-30902 Judge: Hon. David R. Jones Debtor's Counsel: Deirdre Carey Brown, Esq. HOOVER SLOVACEK LLP 5051 Westheimer Suite 1200 Houston, TX 77056 Tel: 713-977-8686 E-mail: brown@hooverslovacek.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Meredith, 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/3fXwVf DAN MAZZOLA: Exclusivity Period Extended to March 21 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio on Feb. 3 issued an order granting Dan Mazzola, Inc. final extension of its exclusivity period. In its order, the court extended to March 21 the period during which only the company can file a Chapter 11 plan of reorganization, and to May 21 the period during which the company can solicit acceptances for the plan. About Dan Mazzola Dan Mazzola, Inc. is a corporation located in Stow, Ohio. It operates the last independently owned and operated Rockne's restaurant location. Dan Mazzola filed a voluntary Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-52271) on Sept. 21, 2018. In the petition signed by Daniel Mazzola, president, the Debtor estimated under $100,000 in assets and liabilities under $1 million. Judge Alan M. Koschik oversees the case. Peter G. Tsarnas, Esq., at Goldman & Rosen, Ltd., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed. DASA ENTERPRISES: No More Lump Sum Payment for Unsecureds --------------------------------------------------------- Judge Jerry A. Brown has ordered that the Supplemental Disclosure for the Amended Plan of Reorganization with modifications dated Jan. 23, 2020, of Dasa Enterprises, Inc., is approved. The hearing on confirmation of the Modified Plan will be held before the Honorable Jerry A. Brown in Courtroom B-705, Hale Boggs Federal Building, 500 Poydras Street, New Orleans, Louisiana on Monday, March 2, 2020 At 2:00 p.m. Feb. 24, 2020, is fixed as the last day for filing and serving written objections to confirmation of the Modified Plan. Feb. 24, 2020, is fixed as the last day for filing and serving acceptances or rejections of the Modified Plan. The Plan has been amended and modified by virtue of the Modified Plan. Generally, the Modified Plan amends the Amended Plan in three respects: * First, Class 3 Deficiency Claim of Girod Titling Trust will receive payment of Net Revenues for three years, and such right will have priority over Class 5 General Unsecured Creditors’ rights to Net Revenues. * Second, Class 5 General Unsecured Creditors will not no longer be entitled to a lump sum payment. Instead, they shall receive their pro rata share of Net Revenues, which distributions shall be subordinate to payment of Class 3 Deficiency Claim. * Third, the Equity Contribution by Sidney Abusch shall be $40,000. About Dasa Enterprises Based in New Orleans, LA, DASA Enterprises, Inc., is a single asset real estate debtor as defined in 11 U.S.C. Section 101(51B). The Company previously sought bankruptcy protection on March 18, 2014 (Bankr. E.D. La. Case No. 14-10609). DASA Enterprises filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11064) on April 22, 2019. In the petition signed by Sidney Abusch, president, the Debtor disclosed $1,865,000 in assets and $2,364,019 in liabilities. The Hon. Jerry A. Brown oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as bankruptcy counsel to the Debtor. Patrick J. Gros, CPA, APAC, serves as accountant to the Debtor. EARTH FARE: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Earth Fare, Inc. 220 Continuum Drive Fletcher, NC 28732 Business Description: Founded in 1975 in Asheville, North Carolina, Earth Fare -- www.earthfare.com -- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court District of Delaware Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Earth Fare, Inc. (Lead Case) 20-10256 EF Investment Holdings, Inc. 20-10255 Judge: Judge Karen B. Owens Debtors' Counsel: M. Blake Cleary, Esq. Pauline K. Morgan, Esq. Sean T. Greecher, Esq. Shane M. Reil, Esq. Allison Mielke, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street, Wilmington, Delaware 19801 Tel: (302) 571-6600 E-mail: mbcleary@ycst.com pmorgan@ycst.com sgreecher@ycst.com sreil@ycst.com amielke@ycst.com Debtors' Financial & Restructuring Advisor: FTI CONSULTING, INC. Debtors' Disposition Advisory Services Provider: MALFITANO ADVISORS, LLC Debtors' Notice, Claims, Solicitation & Balloting Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/earthfare/dockets Earth Fare's Estimated Assets: $100 million to $500 million Earth Fare's Estimated Liabilities: $100 million to $500 million EF Investment's Estimated Assets: $100 million to $500 million EF Investment's Estimated Liabilities: $100 million to $500 million The petitions were signed by Charles Goad, chief restructuring officer. Copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/198YMK https://is.gd/rs4Bgm Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. UNFI Trade $9,597,958 1 Albion Road, Ste 101 Lincoln, RI 02865 Christopher Dibello Tel: 401-528-8634 ext. 31180 Email: cdibello@unfi.com 2. Inland Seafood Trade $6,202,266 PO Box 450669 Atlanta, GA 31145 Dale Borne Tel: 404-350-5850 ext. 4578 Email: dale.borne@inlandseafood.com; carter.ball@inlandseafood.com 3. Albert's Trade $5,892,652 PO Box 877 Swedesboro, NJ 08085 Christopher Dibello Tel: 401-528-8634 ext. 31180 Email: cdibello@unfi.com 4. Crosset Company, Trade $5,253,567 Cincinnati PO Box 932305 Cleveland, OH 44193 Greg Kurkjian Tel: 800-347-4902 Email: tslaughter@castellinicompany.com; mslayor@crosset.com; crossetaccounting@crosset.com 5. Gourmet Foods Trade $2,328,328 International 29205 Network Place Chicago, IL 60673 Christopher Eastwood Tel: 404-688-1315 ext. 3047 Email: ceastwood@gfifoods; jfoster@gfifoods 6. Southeastern Products Inc. Trade $1,023,672 145 Southchase Blvd. Fountain Inn, SC 28644 Colleen Teodosio Tel: 864-233-9023 Email: cteodosio@seretail.com 7. First Source, LLC Trade $957,258 3612 La Grange Parkway Toano, VA 23168 Cathalene Worelds Tel: 757-566-5360 Email: cathalene.worelds@first-source.com; amandajo.fuccella@first-source.com 8. Bunzl Distribution Trade $822,747 Southeast, LLC PO Box 402337 Atlanta, GA 30384 Brian Barrett Tel: 336-665-1500 Email: brian.barrett@bunzlusa.com; karen.martin@bunzlusa.com 9. St. Johns Parkway Land Trust Trade $765,944 120 Shops Blvd Jacksonville, FL 32216 Jim McCarthy Tel: 904-479-1767 Email: info@nflt.org 10. Hissho Sushi Trade $687,625 Lwin Family Co dba Hissho Sushi Lockbox, Dept 223 PO Box 4458 Houston, TX 77210-4458 Daniel Rutherford Tel: 704-926-2200 Email: danielrutherford@hisshosushi.com 11. Stores Consulting Group Professional $665,561 James Sweeney Services 106 Bound Brook Ave. Piscataway, NJ 08854 Email: rmarino@storesconsulting.com; jsweeney@storesconsulting.com 12. Amex Trade $644,711 PO Box 981535 El Paso, TX 79998 Celia Coulombre Tel: 800-528-2122 Email: celia.coulombe@aexp.com 13. Zero Zone Trade $576,054 Box 78067 Milwaukee, WI 52378 John Duimstra Tel: 262-392-6400 Email: john.duimstra@zero-zone.com 14. Homestead Creamery, Inc. Trade $556,788 PO Box 506 Wirtz, VA 24184 Mike Grisetti Tel: 540-721-5808 Email: homesteadcreamery@juno.com; donna@homesteadcreameryinc.com 15. CWB Holdings, Inc. Trade $424,504 1720 S. Bellair St., #600 Denver, CO 80222 Darrin Walvoord Tel: 720-439-6940 Email: Darrin.walvoord@charlottesweb.com 16. Hussman Corporation Trade $356,735 26372 Network Place Chicago, IL 60673 Tina ODonnell Tel: 704-821-7586 Email: tina.odonnell@hussmann.com 17. Garden of Life, Inc. Trade $350,922 4200 Northcorp Parkway, Suite 200 Palm Beach Gardens, FL 33410 Erik Schmitt Tel: 800-622-8986 Email: keyaccounts@gardenoflife.com; cnunez@gardenoflife.com 18. Piedmont Graphics Trade $295,306 PO Box 4509 Greensboro, NC 27404-4509 Angie Melton Tel: 336-230-0040 Email: wmcdearmon@piedmontgraphics.com; amelton@piedmontgraphics.com; thayes@piedmontgraphics.com 19. Nutraceutical Corporation Trade $267,772 Attn: Accounts Receivable PO Box 12850 Ogden, UT 84412 Kara Mitchell Tel: 800-669-8877 Email: keyaccount@nutracorp.com; credits@nutracorp.com; kara.mitchell@nutracorp.com 20. OneSource Magazine Dist. LLC Trade $235,552 401 E. 124th Ave. Thornton, CO 80241 Thomas Tarbert Tel: 800-541-5542 Email: danw@onesourcedist.com; iselad@onesourcedist.com 21. Instacart Trade $216,188 50 Beale Street, Suite 600 San Francisco, CA 94105 Sagar Sanghvi Tel: 888-246-7822 Email: ar@instacart.com 22. Frontier Natural Products Trade $202,599 3021 78th Street Norway, IA 52318 Molly Trimble Tel: 800-669-3275 Email: orders@frontiercoop.com; accountsreceivable@frontiercoop.com; molly.trimble@frontiercoop.com 23. Pangea-CDS, Inc. Trade $195,860 1411 W. 19th Street Suite 675 Gardena, CA 90248 Lundy Smith Tel: 310-626-4208 Email: sedelman@pangea-cds.com 24. ADPLEX, Inc. Trade $194,727 490 Gallimore Dairy Road Suite 104 Greensboro, NC 57409 Ken Schwertner Tel: 281-821-5522 Email: kschwertner@adplex.com 25. National Water Services Trade $193,837 PO Box 29387 Santa Fe, NM 87592 Ramon Lovato Tel: 505-471-5200 Email: accounting@freshpure.com 26. Hubert Company Trade $193,262 25401 Network Place Chicago, IL 60673 Mark Rudy Tel: 800-543-7374 Email: kshires@hubert.com 27. BREIT MP EP II LLC Trade $179,830 PO Box 27627 San Diego, CA 92198-1627 Tel: 858-613-1800 Email: pattyr@starpointproperties.com 28. Gemini Place Towne Trade $173,885 Center LLC c/o Colliers International 8800 Lyra Dr #650 Fairfield, OH 45018-1300 Ashley Sealy Tel: 614-436-9800 Email: ashley.seasly@colliers.com; keith.shoup@colliers.com; candace.vradenburg@colliers.com 29. Gaia Herbs, Inc. Trade $170,728 PO Box 639306 Cincinnati, OH 45263-9306 Angela Mcelwee Tel: 800-831-7780 ext. 5916 Email: cs@gaiaherbs.com; maz@gaiaherbs.com 30. Paul Weiss Rifkind Professional $170,558 Wharton & Garrison LLP Service 1285 6th Ave. New York, NY 10019-6064 Alice Eaton Tel: 212-373-3570 Email: aeaton@paulweiss.com; blavin@paulweiss.com EMAGIN CORP: Amends 2018 Report; RSM Raises Going Concern Doubt --------------------------------------------------------------- On Jan. 30, 2020, eMagin Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a net loss of $9,542,000 on $26,235,000 of total net revenues for the twelve months ended Dec. 31, 2018, compared to a net loss of $7,783,000 on $22,031,000 of total net revenues for the year ended in 2017. The Amendment No. 2 on Form 10-K/A amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 of eMagin Corporation filed with the Securities and Exchange Commission n March 28, 2019. This Amendment No. 2 is being filed to amend Item 8 of the Original Filing in order to (i) include a revised audit opinion of RSM US LLP, the Company's independent registered accounting firm for the two year period ended Dec. 31, 2018, to add language required by PCAOB Standards 2415 and 3101, and (ii) revise Note 2 to the Company's Consolidated Financial Statements, "Inventories", to add language required by FASB Accounting Standard Update 2015-11 ("ASU 2015-11"). The audit report of RSM US LLP states that the Company has an accumulated deficit and suffered recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $25,416,000, total liabilities of $7,447,000, and $17,969,000 in total stockholders' equity. A copy of the Form 10-K/A is available at: https://is.gd/0e337L eMagin Corporation designs, develops, manufactures, and markets organic light emitting diode (OLED) displays on-silicon micro displays; virtual imaging products that utilize OLED micro displays; and related products. It offers super video graphics array (SVGA) + OLED micro displays; digital SVGA OLED-XL; super extended graphics array OLED-XL/XLS and OLED-XL; video graphics array OLED-XL; and widescreen ultra-extended graphics array OLED-XL/XLS. The company also provides design reference kits, which include a micro display and associated electronics to help original equipment manufacturers (OEMs) evaluate micro display products; near-eye virtual imaging modules that incorporate its OLED-on-silicon micro displays with its lenses and electronic interfaces for integration into OEM products; immersive head mounted display products; and night vision smartphone camera attachment and goggles. It serves OEMs in the military, aviation, and consumer market sectors. The company sells its products directly in North America, Asia, and Europe; and through distributors in Asia and South Korea. eMagin Corporation was founded in 1996 and is headquartered in Hopewell Junction, New York. ESSEX REAL ESTATE: Hires Harris Law Practice as Counsel ------------------------------------------------------- Essex Real Estate Partners, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Harris Law Practice LLC, as counsel to the Debtor. Essex Real Estate requires Harris Law Practice to: a. assist in the examination and preparation of records and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; b. prepare applications and proposed orders to be submitted to the Court; c. identify and prosecute claims and causes of action assertable by the Debtor on behalf of the estate; d. examine of proofs of claim anticipated to be filed and the possible prosecution of objections to certain of such claims; e. advise the Debtor and prepare documents in connection with the contemplated ongoing operations of the Debtor's business, if any; f. assist and advise the Debtor in performing other official functions as set forth in Section 521, et seq., of the Bankruptcy Code; and g. advise and prepare a Plan of Reorganization, Disclosure Statement and related documents and confirmation of said Plan. Harris Law Practice will be paid on a contingency basis which is conditioned on a successful quiet title action under NRS 106.240 against NexBank SSB and sale of the Debtor's real property, or if a settlement is reached between the Debtor and NexBank resulting in a payment of proceeds on account of the real property. Harris Law Practice will be paid 3% of the gross proceeds, due and payable from the monies received by the majority interest holder in the Debtor, specifically Royal Essex, LLC. The 3% contingency fee will be paid by Royal Essex, LLC from its share of any proceeds. Harris Law Practice will be paid at these hourly rates: Stephen R. Harris $550 Paraprofessionals $150 to $300 Harris Law Practice will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen R. Harris, a partner at Harris Law Practice, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harris Law Practice can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside Dr, Ste 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@harrislawreno.com About Essex Real Estate Partners Essex Real Estate Partners, LLC, based in Reno, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-51486) on Dec. 27, 2019. In the petition signed by Jeri Coppa-Knudson, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., a Harris Law Practice, LLC, serves as bankruptcy counsel to the Debtor. F & T SPIRITS: Proposes Public Auction of Shrewsbury Equipment -------------------------------------------------------------- F & T Spirits Enterprises, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a notice of their proposed public auction of liquor inventory and equipment located at 1099 Broad Street, Shrewsbury, New Jersey. Landlord, Treasure Island Plaza, LLC, represented by David L. Bruck, Esq., of Greenbaum, Rowe, Smith & Davis, LLP, filed a Motion for Relief from Stay. Northeast Bank, represented by Jay Samuels, Esq., of Windels Marx Lane & Mittendorf, LLP, asserts a secured lien on certain of the assets of the Debtor's estate including, but not limited to, the liquor inventory and equipment. The Debtor asks approval of the sale of the liquor inventory and equipment at the Landlord's premises. The sale of liquor inventory and equipment will be made pursuant to public auction to be conducted at the Treasure Island location. The Debtor will file an Application for retention of an auctioneer to assist it in maximizing the recovery to its estate. The sales will be made subject to higher and better offers. F&T asks entry authorizing it to sell the liquor inventory and equipment at auction as agreed upon by the Bank and the Landlord. The agreement was placed on the record before the Court on Jan. 7, 2020 and is memorialized in a certain Consent Order executed by the Landlord's counsel, the Bank's counsel and the Debtor's counsel dated Jan. 8, 2020. In order for the Debtor to be in compliance with the Consent Order, the Application is filed asking to expedite the sales process which will reduce the administrative expenses incurred and allow the Debtor to secure the necessary permits from the New Jersey Division of Alcoholic Beverage Control ("ABC") to conduct the sale by Jan. 31, 2020. The sales will be free and clear of all liens, claims and encumbrances, if any, with valid liens, claims and encumbrances, if any, to attach to the proceeds of sales pursuant to the Consent Order and any regulatory authority of the ABC. About F & T Spirits Enterprises Frank Helmka and Teresa Helmka sought Chapter 11 protection (Bankr. D.N.J. Case No. 18-32272) on Nov. 9, 2018. Privately held wholesalers of wines and liquors F & T Spirits Enterprises Inc. and Wine Utopia, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-32364 and 19-32365) on Nov. 27, 2019. The entities are owned by the Helmkas. The cases are jointly administered under Case No. 18-32272. Judge Christine M. Gravelle is the presiding judge. The Debtors tapped Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., as counsel. FAIRWAY GROUP: Court OK'd $3.5M Cash Use on Emergency Basis ----------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York, pursuant to a bridge order, authorized Fairway Group Holdings Corp., and debtor affiliates to use up to $3.5 million of cash collateral in the aggregate, on emergency basis, in order to pay for critical good and services delivered to the Debtor after the Petition Date. A copy of the bridge order is available at https://is.gd/fiQcm6 from PacerMonitor.com at no charge. About Fairway Group Holdings Corp. Fairway -- https://www.fairwaymarket.com/ -- is a food retailer operating 14 supermarkets across the New York, New Jersey and Connecticut tri-state area, including two with freestanding wine and liquor stores (the Stamford and Pelham locations) and two with in-store wine and liquor stores (the Woodland Park and Paramus locations). The company's flagship store is located at Broadway and West 74th Street, on the Upper West Side of Manhattan, featuring a cafe, Sur la Route, and state of the art cooking school. Fairway's stores emphasize an extensive selection of fresh, natural, and organic products, prepared foods, and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway Group Holdings Corp. and 25 affiliated companies sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on Jan. 23, 2020. In the petitions signed by CEO Abel Porter, the Debtors were estimated to have $100 million to $500 million in assets and liabilities. Judge James L. Garrity, Jr., is assigned to the cases. Weil, Gotshal & Manges LLP is serving as the Debtor's counsel. Peter J. Solomon and Mackinac Partners, LLC are the Debtors' financial advisor. Omni Agent Solutions is the Debtors' claims, noticing, & solicitation agent. FAIRWAY GROUP: May Borrow up to $15M on Interim Basis ----------------------------------------------------- Judge James L. Garrity, Jr., authorized Fairway Group Holdings Corp., and debtor affiliates to borrow, on an interim basis, up to $15 million pursuant to the DIP financing agreement entered between the Debtors and certain of their pre-petition secured lenders, from entry of the interim order through and including the earliest to occur of (i) entry of the final DIP order and (ii) the DIP termination date. The DIP Agent, for the benefit of itself and the DIP lenders, (i) is granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected post-petition security interests in and liens on all real and personal property, with respect to the DIP obligation and; (ii) an allowed super-priority administrative expense claim in each of the Chapter 11 cases (and any successor cases) with priority over any and all administrative expense claims and unsecured claims against the Debtors or their estates. Moreover, the Court authorized the Debtors to use the cash collateral, pursuant to the budget, until the DIP termination date. As adequate protection, the pre-petition loan parties are granted continuing, valid, binding, enforceable and perfected post-petition security interests in and liens on the DIP collateral solely to the extent against any aggregate diminution in value of their interests in the prepetition collateral. The adequate protection liens, subject to the carve-out and otherwise junior only to (1) permitted liens and (2) the DIP liens, will be senior to all other security interests in, liens on, or claims against any of the DIP collateral. A copy of the interim DIP order is available at https://is.gd/2ceVgR from PacerMonitor.com free of charge. Final hearing on the motion is set for February 20, 2020 at 2 p.m. (Eastern Standard Time). Objection must be filed no later than February 13, 2020. About Fairway Group Holdings Corp. Fairway -- https://www.fairwaymarket.com/ -- is a food retailer operating 14 supermarkets across the New York, New Jersey and Connecticut tri-state area, including two with freestanding wine and liquor stores (the Stamford and Pelham locations) and two with in-store wine and liquor stores (the Woodland Park and Paramus locations). The company's flagship store is located at Broadway and West 74th Street, on the Upper West Side of Manhattan, featuring a cafe, Sur la Route, and state of the art cooking school. Fairway's stores emphasize an extensive selection of fresh, natural, and organic products, prepared foods, and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway Group Holdings Corp. and 25 affiliated companies sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on Jan. 23, 2020. In the petitions signed by Abel Porter, chief executive officer, the Debtors were estimated to have $100 million to $500 million in assets and liabilities on the Petition Date. Weil, Gotshal & Manges LLP represents the Debtors as counsel. Peter J. Solomon and Mackinac Partners, LLC are the Debtors' financial advisor. Omni Agent Solutions is the Debtors' claims, noticing and solicitation agent. Judge James L. Garrity, Jr., is assigned to the case. FALLS EVENT: Court OKs Premium Financing on McMinnville Property ---------------------------------------------------------------- Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah authorized Michael F. Thomson, Chapter 11 Trustee for the bankruptcy estate of The Falls Event Center LLC and debtor affiliates, to enter into a premium finance agreement with FIRST Insurance Funding, a Division of Lake Forest Bank & Trust Company, N.A. FIRST, or its successors or assigns, is granted a first priority lien on and security interest in unearned premiums pursuant to the terms of the premium finance agreement. The premium finance agreement relates to the commercial property insurance of a property of The Falls at McMinnville, LLC, one of the debtor affiliates. A copy of the order is available at https://is.gd/yRcozS from PacerMonitor.com free of charge. About The Falls Event Center The Falls Event Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11, 2018. At the time of the filing, the Debtor was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million. Judge R. Kimball Mosier oversees the case. Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as restructuring advisors. On July 27, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the case. In November 2018, Judge R. Kimball Mosier entered an order appointing Michael F. Thomson as Chapter 11 trustee. DORSEY & WHITNEY LLP is the Trustee's counsel. On April 30, 2019, the Court appointed Jones Lang Lasalle Americas, Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate Broker for the Trustee. FILIPINO COMMUNITY: Unsecureds to Recover 100% in Plan ------------------------------------------------------ The Filipino Community Center, Inc., owner of the FilCom Center on two acres of real property located in Waipahu, Hawaii, says it has a Chapter 11 plan that will be implemented through the release of restrictions from donor Eddie Flores, Jr., on the use of $195,000 which funds are in the Debtor's possession. Under the Plan, Class 3 Allowed General Unsecured claims, with $63,709.88 in claims filed or scheduled that could be allowed general unsecured claims, will receive 100% of their allowed claims, payable without interest on or before the date which is the six-month anniversary after the Effective Date. A full-text copy of the Disclosure Statement dated Jan. 22, 2020, is available at https://tinyurl.com/vzjgtvu from PacerMonitor.com at no charge. Attorneys for the Debtor: CHUCK C. CHOI ALLISON A. ITO CHOI & ITO Attorneys at Law 700 Bishop Street, Suite 1107 Honolulu, Hawaii 96813 Tel: (808) 533-1877 Fax: (808) 566-6900 E-mail: cchoi@hibklaw.com aito@hibklaw.com About The Filipino Community Center The Filipino Community Center, Inc. -- http://www.filcom.org/-- is a tax-exempt, non-profit organization whose mission is to develop, own and operate a community center that provides social, economic and education services; and to promote and perpetuate Filipino culture and customs in the State of Hawaii. The Company owns and operates The Filipino Community Center (the "FilCom Center") on two acres of real property located in Waipahu, Hawaii. The FilCom Center contains 26,000 square feet of usable space, including an 6,000 square foot ballroom, a conference room, two meeting rooms, a music room, a courtyard, and 13,404 square feet of office space which make up 12 commercially-used office spaces. The leased premises are managed by Avalon Commercial, LLC. The Filipino Community Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 18-00109) on Feb. 2, 2018. In the petition signed by CEO Franz D. Juan, the Debtor was estimated to have assets and liabilities of $1 million to $10 million. Judge Robert J. Faris is the presiding judge. The Debtor tapped Choi & Ito as its legal counsel. FLOYD SQUIRES: Liquidating Agent Selling Eureka Property for $120K ------------------------------------------------------------------ Janina M. Hoskins, the Liquidating Agent of the estate of the Floyd E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 1410 Union Street, Eureka, California to Caleb Salstrom or his designee for $120,000, subject to higher and better bids. A hearing on the Motion is set for Feb. 5, 2020 at 10:30 a.m. The Property will be sold free and clear of liens. Subject to Court approval and higher and better bids, the Liquidating Agent has accepted an offer of $120,000 from the Buyer for the Property, with an initial deposit of $3,600 and the balance to be paid at the close of escrow, with escrow to close within 30 days after entry of an order approving the sale. Exhibit A is a copy of a California Residential Purchase Agreement and Joint Escrow Instructions, together with copies of the Seller Counter Offer No. 1, Addendum No. 1 and Contingency Removal No. 1. Any and all terms of the Sale Agreement, including, but not limited to the payment of any commissions, are subject to the approval of the United States Bankruptcy Court for the Northern District of California and overbid. The Buyer is purchasing the Property on an "as is, where is" basis, with no warranties or representation. The Property is occupied. The Liquidating Agent has no obligation to remove tenants; only to give notice. Any dispute over the terms of the Sale Agreement will be resolved by the Court. The sale is subject to overbids, with a minimum overbid in the sum of $130,000 all cash, on the same terms and conditions as the Sale Agreement, with the overbid deadline being set three days prior to the Court hearing on the Motion. If a qualified overbid is received, an auction will be held before the Court, unless directed otherwise by the Court. The Property is subject to various interests in favor of the City of Eureka, a municipal corporation, including four abstracts of judgment for various sums and a notice of pending action. The Liquidating Agent believes she can sell free and clear of these liens or encumbrances, and that, the City of Eureka will consent to the sale and execute those documents as may be necessary to satisfy the title company prior to closing. At the City of Eureka's request, it is possible the Liquidating Agent will request paragraphs in an order authorizing the sale of the Property that removes the City of Eureka's liens only as to the Property and not to other properties encumbered by the liens in favor of the City of Eureka. Further, any sale order will provide that the City of Eureka will not be prevented from enforcing any rights or remedies against the Property based upon any condition or violation that arises or continues from and after the closing. To the extent any of the liens are disputed, any disputed amounts will reattach to the net proceeds of sale to be held by the Liquidating Agent pending further order of the Court. The Liquidating Agent asks an order authorizing her to direct payment from escrow of the following standard expenses: (i) a real estate broker's commission not to exceed 6% of the total sales price, which will be split with the Buyer's broker; and (ii) standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. The Liquidating Agent asks that the sale provide that the order is effective upon entry and the stay otherwise imposed under Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. FOCUSED ENTERPRISES: Seeks to Hire Charles Wertman as Attorney -------------------------------------------------------------- Focused Enterprises Ltd. seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Charles Wertman P.C., as attorney to the Debtor. Focused Enterprises requires Charles Wertman to: a) assist the Debtor in administering the bankruptcy case; b) make such motions and court appearances or taking such action as may be appropriate or necessary under the Bankruptcy Code; c) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; d) negotiate with the Debtor's creditors in formulating a plan of reorganization for the Debtor in this case; e) draft and prosecute the confirmation of the Debtor's plan of reorganization in this case; f) render such additional services as the Debtor may require in the bankruptcy case. Charles Wertman will be paid at these hourly rates: Attorneys $400 Paraprofessionals $175 Charles Wertman will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles Wertman, a partner at the Law Offices of Charles Wertman P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Charles Wertman can be reached at: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. 11 Sunrise Plaza, Suite 304 Valley Stream, NY 11580 Tel: (515) 359-1334 Fax: (516) 977-3142 E-mail: cwertmanlaw@gmail.com About Focused Enterprises Ltd. Focused Enterprises Ltd., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-46837) on November 13, 2019, disclosing under $1 million in both assets and liabilities. The Debtor hired the Law Offices of Charles Wertman P.C., as attorney. FREEPORT-MCMORAN: Egan-Jones Lowers Senior Unsecured Rating to BB ----------------------------------------------------------------- Egan-Jones Ratings Company, on January 30, 2020, downgraded the foreign currency senior unsecured rating on debt issued by Freeport-McMoRan Incorporated to BB from BB+. Freeport-McMoRan Incorporated, often called Freeport, is a mining company based in the Freeport-McMoRan Center, in Phoenix, Arizona. FROG POND GRADING: Hires Beane Swaringen as Accountant ------------------------------------------------------ Frog Pond Grading & Paving, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Beane Swaringen & Company, PLLC, as accountant to the Debtor. Frog Pond Grading requires Beane Swaringen to: -- conduct an examination of the Debtor's finances duties as debtor-in-possession; -- develop a plan of reorganization for the repayment of arrearage and refinance of the debts in the bankruptcy case; and -- assist with other general accounting matters. Beane Swaringen will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie Moxley, partner of Beane Swaringen & Company, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Beane Swaringen can be reached at: Julie Moxley BEANE SWARINGEN & COMPANY, PLLC, 236 Market Street, Suite 130 Locust, NC 28097 Tel: (704) 888-6884 About Frog Pond Grading & Paving Frog Pond Grading & Paving, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 19-31725) on December 20, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Brian P. Hayes, Esq., at Ferguson, Hayes, Hawkins & Demay, PLLC. FRUTTA BOWLS: Unsecureds, Franchisee Get $375,000 in Plan --------------------------------------------------------- Frutta Bowls Franchising, LLC, and its official committee of unsecured filed a Combined Plan of Reorganization and Disclosure Statement that proposes to treat claims and interests as follows: * Class 1 Ongoing Business Claims. IMPAIRED. A pro rata share of $375,000, Net Recoveries related to Independent Estate Claims and Franchise Claims, and distributions on account of a 50% ownership in the Reorganized Debtor and affiliated companies. * Class 2 Other Unsecured Creditors. IMPAIRED. A pro rata share of: $375,000, contributed by Current Equity to be ratably shared with Class 1, with such sum allocable to this Class to first fund liquidation of Claims in this Class to the extent necessary. Will receive pro rata distribution of the Net Recoveries on account of prosecution of any Independent Estate Claims to be ratably shared with Class 1, with such sum allocable to this Class to first fund liquidation of Claims in this Class to the extent necessary. * Class 3 Equity Interest holders. IMPAIRED. Brooke Gaglianoand Patrick Gagliano will collectively receive 50% of FB Holdco (57% Brooke, 43% Patrick)and they will also collectively: (i) make an additional financial contribution of $375,000 (the "Old Equity Contribution"). The Old Equity Contribution will be paid as follows: (i) a lump sum of $15,000to be paid upon the Effective Date; (ii) the remaining amount due of $360,000to be paid pursuant to Note with Debtor as follows: $300,000 to be paid over four years with interest at a rate of 5% (personal to the Old Equity Holders) and $60,000 to be paid over 4 years with interest at a rate of 5% (recourse solely to the membership interest allocated to Brooke Gagliano and Patrick Gagliano). The Debtor identified $500,001 to $1 million in assets on the Petition Date. The assets consisted of cash, deposits, prepaid expenses, accounts receivable, office furniture, office equipment, leasehold improvements, intellectual property rights and other related intangibles, and an unliquidated malpractice claim. The Plan will be funded by the Debtor's operations, a lump sum to be contributed by equity, monies to be paid over time by equity, the contribution of IP Rights and Distribution Rebate Rights, as well as 50% equity to be distributed amongst Holders of Class 1 Claims and Compliant Franchisees with assumed contracts that are currently operating and fully compliant with their respective franchise agreements and amounts due thereunder. The Plan may also be funded by litigation proceeds from assigned Franchise Claims and Independent Estate Claims. A full-text copy of the Combined Plan of Reorganization and Disclosure Statement dated Jan. 27, 2020, is available at https://tinyurl.com/w7pkkzk from PacerMonitor.com at no charge. Counsel for the Debtor: Joel Schwartz, Esquire SPADEA LIGNANA 222 New Road, Suite 402 Linwood, New Jersey 08221 Tel: (609) 677-9454 Fax: (609) 677-9455 Counsel for the Official Committee of Unsecured Creditors: Robert M. Schechter, Esq. Rachel A. Parisi, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07952 Tel: (973) 538-4006 Fax: (973) 538-5146 E-mail: rmschechter@pbnlaw.com raparisi@pbnlaw.com About Frutta Bowls Franchising Frutta Bowls Franchising is a fast-casual franchise committed to becoming an active lifestyle brand within every local community. Frutta Bowls filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 19-13230) on Feb. 15, 2019, listing under $1 million in both assets and liabilities. The case is assigned to Judge Michael B. Kaplan. Spadea Lignana is the Debtor's counsel. A committee of unsecured creditors was appointed in the Debtor's case. Porzio, Bromberg & Newman, P.C., is the committee's counsel. GENERATION NEXT: Committee Hires Garman Turner as Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors of Generation Next Franchise Brands, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to retain Garman Turner Gordon LLP, as Nevada counsel to the Committee. Generation Next requires Garman Turner to: a. assist, advise, and represent the Committee as its Nevada counsel in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; b. assist, advise, and represent the Committee as its Nevada counsel in analyzing the Debtors' assets and liabilities; c. assist, advise, and represent the Committee as its Nevada counsel in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors; d. represent the Committee as its Nevada counsel on the issues concerning the appointment of a trustee or examiner for any of the Chapter 11 Cases under section 1104 of the Bankruptcy Code; e. represent the Committee as its Nevada counsel on the issues concerning the dismissal or conversion of any of the Chapter 11 Cases under sections 1112 and 305(a) of the Bankruptcy Code; f. assist, advise, and represent the Committee as its Nevada counsel in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of the creditors represented by the Committee; g. assist, advise, and represent the Committee as its Nevada counsel in the evaluation of claims and on any litigation matters, including avoidance actions and claims against any of the Debtors or their members, managers, directors and/or officers, as applicable and any other party; and h. provide such other services to the Committee as its Nevada counsel as may be necessary in the Chapter 11 Cases, including on behalf of the Committee as authorized by Court Order, the Bankruptcy Code or Bankruptcy Rules, prosecuting objections to exemption claims in Ritter, fraudulent transfer actions pursuant to Sections 544, 548 and 550 of the Bankruptcy Code, preference actions pursuant to Section 547 of the Bankruptcy Code and such other motions and adversary proceedings which are in the best interest of the creditors of the Chapter 11 Cases. Garman Turner will be paid at these hourly rates: Attorneys $455 to $800 Associates $265 to $400 Paraprofessionals $160 to $195 Garman Turner will also be reimbursed for reasonable out-of-pocket expenses incurred. William M. Noall, partner of Garman Turner Gordon LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Garman Turner can be reached at: William M. Noall, Esq. Mark M. Weisenmiller, Esq. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Tel: (725) 777-3000 Fax: (725) 777-3112 E-mail: wnoall@gtg.legal mweisenmiller@gtg.legal About Generation Next Franchise Brands Generation Next Franchise Brands, Inc. is a holding company that owns three operating subsidiaries: Reis & Irvy's, Inc., Print Mates, Inc., and 19 Degrees, Inc. The companies primarily develop and operate unattended retail platforms and related technology through franchise, licensing, wholesale, and corporate owned business models. Generation Next Franchise Brands and its affiliates filed voluntary Chapter 11 petitions (Bankr. D. Nev. Lead Case No. 19-17921) on Dec. 15, 2019. The petitions were signed by Ryan Polk, chief executive officer. As of Sep. 24, 2019, Generation Next estimated $15,800,000 in assets and $45,000,000 in liabilities. The Debtors tapped Larson Zirzow Kaplan & Cottner as general bankruptcy counsel; McDonald Hopkins LLC as co-counsel with Larson Zirzow; and Sutter Securities, Inc. as investment banker. The U.S. Trustee for Region 17 on Jan. 7, 2020, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Generation Next Franchise Brands, Inc. and its affiliates. The Committee hires Garman Turner Gordon LLP, as Nevada counsel. GRIFFON CORP: Fitch Affirms B+ LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings affirmed Griffon Corporation's Long-Term Issuer Default Rating at 'B+', senior secured credit facility at 'BB+'/'RR1', and senior unsecured notes at 'B+'/'RR4'. The Rating Outlook is Stable. KEY RATING DRIVERS Consumer and Building Products Focus: The ratings reflect Griffon's solid position within consumer and professional products (45% of fiscal 2019 sales) and home and building products (40% of sales), and niche position in advanced radar and communication systems (15% of sales). The company benefits from the diversity associated with selling into the residential and commercial construction and defense markets, though its results are most closely tied to the residential repair and remodeling market. Continued Deleveraging: Financial leverage improved in fiscal 2019 (ended September), with debt/EBITDA ending the fiscal year at 5.3x compared with 6.7x at the end of fiscal 2018. This improvement was driven by higher earnings from healthy organic revenue growth and the impact of recent acquisitions. Fitch expects debt/EBITDA to gradually improve over the next several years to the mid-4x by the end of fiscal 2022 driven by EBITDA margin growth and modest debt repayment from FCF. Acquisition activity is expected to be limited over the near term as the company integrates its recent acquisitions, with cash flow focused primarily on debt reduction. Below Average Margins: Griffon generates below-average margins relative to other diversified industrials and building products companies, reflecting competitive conditions within its markets and its significant exposure to the big box retail channel. EBITDA margins improved in fiscal 2019 to 9.5% from 8.6% in fiscal 2018, and Fitch believes there is some additional upside to the company's margins over the next few years from savings related to the integration of recent acquisitions. Weak FCF: Below average margins have resulted in weak FCF after dividends in recent years. Fitch estimates that elevated capex and growth in working capital will result in FCF of 1%-2% of revenues over the next two years. The bulk of this cash flow is expected to be used for debt repayment and occasional bolt-on acquisitions. Moderate Growth Potential: Griffon's home and building products businesses are tied to the repair and replacement market, with less exposure to new construction. Growth in this segment has been offset by recent weakness in the defense electronics business. Fitch believes the consolidated business can generate low single-digit organic growth over time, supplemented by acquisitions. Strengths and Concerns: Rating strengths include end-market diversity, strong positions in niche building products and defense markets, and moderate long-term growth potential. Rating concerns include limited pricing power, customer concentrations, weak free cash flow, elevated leverage and potential integration challenges related to the ClosetMaid and CornellCookson acquisitions. DERIVATION SUMMARY With $2.2 billion in revenue, Griffon is smaller than other diversified building products companies such as Fortune Brands Home and Security (Long-Term IDR: BBB/Stable), Masco Corporation (BBB-/Positive) and USG Corporation (NR). However, Griffon has a solid market presence in its end markets of tools, outdoor décor, garage doors and defense electronics. The company's EBITDA margin of 9.5% in fiscal 2019 is well below its larger industry peers, reflecting competitive market conditions and its significant customer concentrations with big box retailers. The company also has higher financial leverage than these peers. Relative to other diversified industrials in the 'B' category, Griffon is larger than Zinc-Polymer Parent Holdings, LLC (B/Stable) and The Hillman Companies (B-/Stable), and has lower leverage than both entities. Griffon has EBITDA margins that are in-line with Zinc-Polymer and lower than Hillman. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Sales are forecast to grow at a 2.5% annual rate over the forecast horizon. -- EBITDA margins are expected to improve gradually, approaching 10% longer term. -- Capital expenditures as a percent of revenues are assumed to range from 2%-3% annually. -- FCF tracks at 1%-2% of revenues, and is directed to debt repayment over the medium term. -- Debt/EBITDA improves from 5.3x at the end of fiscal 2019 to around 4.5x in fiscal 2022. Recovery Assumptions The recovery analysis assumes that Griffon would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Griffon's going concern EBITDA estimate of $173 reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company. The going-concern EBITDA reflects a potential weakening of housing market as well as the potential for the loss of a significant customer, given Griffon's large customer concentrations. An EV multiple of 6x is used to calculate a post-reorganization valuation and reflects a mid-cycle multiple. Transactions involving building products companies include a 10.3 multiple on the 2015 buyout of Lafarge and an 8.0x multiple on the 2015 buyout of Woodcraft Industries. In addition, Griffon is estimated to have paid around 7.4x EBITDA for ClosetMaid and 10x EBITDA for CornellCookson. The secured revolving credit facility is assumed to be fully drawn upon default. The credit facility and other secured loans are senior to the senior unsecured notes in the waterfall. The analysis results in 'RR1' for the secured revolver (fully drawn at $400 million), representing outstanding recovery prospects (91%-100%). The waterfall also indicates a 'RR4' for the senior unsecured notes, corresponding to average recovery prospects (31%-50%). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Maintenance of a more conservative financial posture leading to a reduction in debt/EBITDA to below the mid-4x range and FFO-adjusted leverage to below the mid-5x range on a sustained basis; -- An improvement in FCF margins to above 4%. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A continued aggressive financial posture, with share repurchases in excess of FCF; -- Debt/EBITDA is sustained above the mid-5x range and FFO-adjusted leverage above the mid-6x range on a sustained basis; -- A FCF margin consistently below 2%. LIQUIDITY AND DEBT STRUCTURE Liquidity: As of Dec. 31, 2019, Griffon had total liquidity of $294 million, consisting of $65 million of cash and $229 million in available funds under its senior secured revolver, net of outstanding borrowings and letters of credit. As of Jan. 30, 2020, Griffon upsized its revolver to $400 million from $350 million and extended its maturity to March 22, 2025. Griffon's maturity schedule consists of $1 billion of senior unsecured notes that mature in March 2022 and the revolver maturing in March 2025. The maturity of the revolver moves to Dec. 1, 2021 if the senior notes have not been fully repaid prior to that date with new debt maturing on or after June 23, 2025. Capital Structure: As of Dec. 31, 2019, the company total debt was $1.2 billion, and was composed of $1 billion of senior unsecured notes, $100 million drawn under the company's senior secured revolver, and approximately $55 million of other secured debt (foreign term loans and capital leases). SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed in the company's public filings. 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. HAWAII MOTORSPORTS: Hires Patten Peterman as Attorney ----------------------------------------------------- Hawaii Motorsports LLC, seeks authority from the U.S. Bankruptcy Court for the District of Montana to employ Patten Peterman Bekkedahl & Green, PLLC, as attorney to the Debtor. Hawaii Motorsports requires Patten Peterman to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Patten Peterman will be paid at these hourly rates: Attorneys $175 to $350 Paralegals $110 to $160 Patten Peterman will also be reimbursed for reasonable out-of-pocket expenses incurred. James A. Patten, partner of Patten Peterman Bekkedahl & Green, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Patten Peterman can be reached at: James A. Patten, Esq. Molly S. Considine, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN, P.L.L.C. 2817 2nd Avenue North, Ste. 300 Billings, MT 59103-1239 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: apatten@ppbglaw.com mconsidine@ppbglaw.corr About Hawaii Motorsports Hawaii Motorsports LLC is a motorcycle dealer in Kahului, Hawaii. Hawaii Motorsports LLC, based in Kahului, HI, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-10006) on Jan. 22, 2020. In the petition signed by Barry Usher, manager, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Benjamin P. Hursh is the presiding judge. James A. Patten, Esq., at Patten Peterman Bekkedahl & Green, PLLC, serves as bankruptcy counsel to the Debtor. HIGH BRASS FARM: March 12 Hearing on Disclosure Statement --------------------------------------------------------- A hearing on the adequacy of the Disclosure Statement filed by High Brass Farm Land Holdings LLC will be held before the Honorable Michael B. Kaplan at the following time and place: DATE AND TIME: March 12, 2020 at 10:00 am COURTROOM: #8 PLACE: U.S. Bankruptcy Court 402 East State Street Trenton, New Jersey 08608 No creditor or other party in interest shall be heard in opposition to the adequacy of the Disclosure Statement without good cause, unless such party will have served and filed such objection within the aforementioned time and effected service upon the parties. About High Brass Farm Land Holdings High Brass Farm Land Holdings LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). High Brass Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-25217) on Aug. 6, 2019. In the petition signed by its member, Michael J. Merbler, the Debtor was estimated to have assets ranging from $1 million to $10 million and liabilities of the same range. Judge Michael B. Kaplan has been assigned to the case. The Debtor is represented by Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP. HIGH TIDE TRANSPORT: Unsecureds to Get Full Payment in 7 Years -------------------------------------------------------------- Debtor High Tide Transport, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Combined Disclosure Statement and Chapter 11 Plan of Reorganization. Class 1 consists of the Mercedes-Benz Financial Services USA LLC's Secured Claim regarding the 2015 Freightliner CA125SLP VIN 3859 and the 2014 Freightliner CA125SLP VIN 8770. The Debtor will pay the value as laid on in the Motion for Relief from Stay (Doc. No. 25), $63,750, over 60 months with 5% interest per annum. The monthly principal and interest payment will be $1,203.04. The remaining amounts of the claims, if any, will receive distribution in Class 3. Class 2 consists of the Priority Claim of the Internal Revenue Service (Proof of Claim 1). In full satisfaction of its Class 2 Claims, the Debtor will pay the full priority portion of the claim on the 1st of the Month following the Order Confirming Plan becoming final and non-appealable. Any General Unsecured portion will be treated in Class 3. Class 3 consists of the All General Unsecured Creditors as provided on the attached Claims Breakdown. The full amount of unsecured claims, as stated on the attached Claims Breakdown, will be paid in full in equal quarterly payments over 84 months. There is no prepayment penalty and the Class may be paid in full at any time. The estimated quarterly payment is $1,887.60. Class 4 consists of the Equity Security Holders. Equity Security Holders shall retain their interest in the Debtor but will receive no distribution on any loans or debts owed by the Debtor. Any debts owed to Equity Security Holders shall be deemed void. Given the refined debt service as provided in this Plan, the Debtor will continue its operations which will cover the required new debt service payments. A full-text copy of the Combined Disclosure Statement and Plan dated Jan. 14, 2020, is available at https://tinyurl.com/rp4rr4s from PacerMonitor.com at no charge. The Debtor is represented by: Law Offices of Jason A. Burgess Jason A. Burgess 1855 Mayport Road Atlantic Beach, Florida 32233 Tel: (904) 372-4791 About High Tide Transport High Tide Transport LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03196) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. The case has been assigned to Judge Jerry A. Funk. The Debtor is represented by The Law Offices of Jason A. Burgess, LLC. HOLLAND FERTILIZER: Modifies Plan to Resolve UCB Objection ---------------------------------------------------------- Debtor Holland Fertilizer Company, Inc., filed Modifications to its Plan of Reorganization. On Dec. 20, 2019, United Community Bank ("UCB") filed proofs of claim numbers 20 - 22 which asserted claims of $202,991.86, $46,197.56, and $10,989.21 respectively (the "UCB Claims"). The Debtor scheduled UCB as the Holder of Class 2 Secured Claims. On Jan. 7, 2020, UCB filed an objection to the Plan. UCB and the Debtor have conferred regarding the Plan. The Debtor files the Modification to resolve the UCB Objection to the Plan and to clarify the effects of the Plan. The changes in this Modification do not materially or adversely affect the rights of any parties in interest which have not had notice and an opportunity to be heard with regard thereto. Pursuant to the Modification, Article 4.2 of the Plan will be amended and restated in its entirety: * Class 2A: United Community Bank asserts a secured claim of $10,955.84. To secure the Class 2A Secured Claim, UCB asserts liens upon and a security interest in a 2012 International 4300 Regular Cab VIN 3HAMMAAN9CL436855 and a 2011 International 4300 Regular Cab 3HAMMAANXBL434336. Pursuant to the Interim Order Granting Debtor’s Motion Requesting Authorization to Use Cash Collateral, Debtor has been making principal and interest payments on the Class 2A Claim such that the outstanding balance of Class 2A as of January 13, 2020, is $6,668.03 and said amount is stipulated to by UCB and Debtor as stated in the Confirmation Order, or as determined by the Court. The Debtor will pay the Class 2A Secured Claim as follows: Beginning on the 27th day of the month following the Confirmation Date, the Debtor will make principal and interest payments to UCB. The monthly payment amount of the Class 2 Secured Claim will be $1,115.68. The Debtor will continue to make principal and interest payments on the 27th day of each month through and including May 27, 2020. On June 27, 2020, the Debtor will make a final payment of any accrued but unpaid interest as well as any remaining principal outstanding on the Class 2A Secured Claim. Interest will accrue at the rate of 4.570% per annum. UCB will retain its lien on the Class 2A Collateral and said lien will be valid and fully enforceable to the same extent, validity, and priority as existed on the Filing Date. Upon receipt of payment in full of the Class 2A Secured Claim, UCB will release its lien on the Class 2A Collateral. The Debtor is authorized to sell its assets free and clear of liens and pay the proceeds of such sale in the order of priority of liens as described in the Sale Procedures (as defined below) to the extent of the proceeds. Specifically, the Debtor is authorized to sell any asset free and clear of any asserted lien by UCB, and pay any proceeds from the sale of any such asset in accordance with the Sale Procedures. * Class 2B: UCB asserts a secured claim of $46,176.21. To secure the Class 2B Secured Claim, UCB asserts liens upon and security interest in (a) a 2015 Bobcat S-650 Skid Steer Loader with Fertilizer Bucket (b) a 10/T Doyle reconditioned vertical blender and (c) a 54122.RAV660-16 Truck Spread ALJ815781. Pursuant to the Interim Order Granting Debtor's Motion Requesting Authorization to Use Cash Collateral, the Debtor has been making principal and interest payments on the Class 2B Claim such that the outstanding balance of Class 2B as of January 13, 2020, is $39,625.64 and said amount is stipulated to by UCB and Debtor as stated in the Confirmation Order, or as determined by the Court. The Debtor will pay the Class 2B Secured Claim as follows: Beginning on the 16th day of the month following the Confirmation Date, the Debtor will make principal and interest the payments to UCB. The monthly payment amount of the Class 2 Secured Claim will be $1,843.65. The Debtor will continue to make principal and interest payments on the 16th day of each month through and including Dec. 16, 2021. On Jan. 16, 2022, the Debtor will make a final payment of any accrued but unpaid interest as well as any remaining principal outstanding on the Class 2B Secured Claim. Interest will accrue at the rate of 5.5% per annum. UCB will retain its lien on the Class 2B Collateral and said lien shall be valid and fully enforceable to the same extent, validity, and priority as existed on the Filing Date. Upon receipt of payment in full of the Class 2B Secured Claim, UCB will release its lien on the Class 2B Collateral. The Debtor is authorized to sell its assets free and clear of liens and pay the proceeds of such sale in the order of priority of liens as described in the Sale Procedures to the extent of the proceeds. Specifically, Debtor is authorized to sell any asset free and clear of any asserted lien by UCB, and pay any proceeds from the sale of any such asset in accordance with the Sale Procedures. * Class 2C: UCB asserts a secured claim in the amount of $202,991.86. To secure the Class 2C Secured Claim, UCB asserts liens upon and security interest in all of Debtor's material assets, as more particularly described in the UCC Financing Statement. Pursuant to the Interim Order Granting Debtor’s Motion Requesting Authorization to Use Cash Collateral, Debtor has been making interest payments on the Class 2C Claim such that the outstanding balance of Class 2C as of January 13, 2020 is $202,709.64, such that $202,709.64 plus reasonable attorneys’ fees and costs in the amount of $14,560.50 shall constitute the Class 2C Secured Claim. The Debtor will pay the Class 2C Secured Claim as follows: Beginning on the 27th day of the month following the Confirmation Date and continuing on the 27th day of each succeeding month until the Class 2C Secured Claim is paid in full, the Debtor will make interest payments to UCB. On or before the 20th day of each month Debtor is required to make an interest payment, UCB will provide the Debtor in writing (by letter or email) with the interest calculation (including the then outstanding principal amount and the interest payment then due). In addition, the Debtor will make annual principal reduction payments of $25,000 on or before June 1 of each year following the Confirmation Date. On or before June 1, 2022, the Debtor will make a final payment of all amounts due and owing under the Class 2 Secured Claim. Interest will accrue at the rate of 5.030% per annum. UCB will retain its lien on the Class 2C Collateral and said lien shall be valid and fully enforceable to the same extent, validity, and priority as existed on the Filing Date. Upon receipt of payment in full of the Class 2C Secured Claim, UCB shall release its lien on the Class 2C Collateral. There will be no pre-payment penalty. Debtor understands and acknowledges that there is no obligation of UCB to extend any further credit under the Class 2C loan documents. The Debtor is authorized to sell its assets free and clear of liens and pay the proceeds of such sale in the order of priority of liens as described in the Sale Procedures to the extent of the proceeds. Specifically, the Debtor is authorized to sell any asset free and clear of any asserted lien by UCB, and pay any proceeds from the sale of any such asset in accordance with the Sale Procedures. A full-text copy of the Plan Modification dated Jan. 14, 2020, is available at https://tinyurl.com/t4nvs7k from PacerMonitor.com at no charge. The Debtor is represented by: JONES & WALDEN, LLC Leon S. Jones Thomas T. McClendon 21 Eighth Street, NE Atlanta, Georgia 30309 Tel: (404) 564-9300 E-mail: ljones@joneswalden.com tmcclendon@joneswalden.com About Holland Fertilizer Holland Fertilizer Company, Inc., a Georgia corporation, operates a fertilizer and feed store. Holland Fertilizer Company filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-42115) on Sept. 13, 2019. Jones & Walden, LLC, is the Debtor's counsel. HUSKY III HOLDING: Moody's Assigns B3 CFR, Outlook Negative ----------------------------------------------------------- Moody's Investors Service assigned ratings to Husky III Holding Limited, consisting of a B3 corporate family rating, B3-PD probability of default rating and a Caa2 rating to its proposed $450 million holdco senior PIK Toggle Notes. Moody's also affirmed the Ba3 rating on Husky Injection Molding System Ltd.'s super priority revolving credit facility, the B2 rating on Husky IMS's secured term loan B and the Caa2 rating on Husky IMS's senior unsecured notes. Husky III's outlook is negative. Husky III is the parent company of Husky IMS. Upon the closing of the PIK Toggle Notes transaction, the B3 CFR, B3-PD probability of default rating and stable outlook currently assigned to Husky IMS will be withdrawn. Proceeds from the proposed PIK Toggle Notes will be used to fund a dividend payment to Platinum Equity, the owner of Husky III. Assignments: Issuer: Husky III Holding Limited Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD6) Affirmations: Issuer: Husky Injection Molding Systems Ltd Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD1) Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD6 to LGD5) Outlook Actions: Issuer: Husky III Holding Limited Outlook, Assigned Negative To Be Withdrawn At Close: Issuer: Husky Injection Molding Systems Ltd, Probability of Default Rating, B3-PD Corporate Family Rating, B3 Outlook, Stable RATINGS RATIONALE Husky III (B3 CFR) is constrained by: (1) the planned dividend that will increase leverage by a turn to over 8x pro forma December 2019 and signals the potential for future releveraging transactions; (2) its expectation that leverage will be sustained above 7x over the next 12 to 18 months; (3) narrowly-focused business with cyclical demand for its plastic injection molding equipment; (4) increasing regulatory measures to reduce environmental pollution caused by single-use plastics; and (5) exposure to technology risks. Husky III benefits from: (1) strong global market position in the injection molding pre-form market which gives it primary supplier status to many of the world's largest beverage brands; (2) large installed base with good recurring revenue from parts and aftermarket services; (3) good geographic diversity; (4) strong margins driven by sizeable parts and aftermarket business and recent operational improvements; and (5) very good liquidity and lack of refinancing risk until 2023. The negative outlook reflects the execution risks associated with the de-levering of Husky III's balance sheet through its cost reduction initiatives. Husky III's rating would be considered for upgrade if the company demonstrates material growth in revenue and orders over time, and sustains adjusted Debt/EBITDA below 6x (8.1x pro forma FY2019E) and EBITA/Interest above 3x (2.1x pro forma FY2019E). Husky III's rating would be downgraded if liquidity weakens, possibly from negative free cash flow generation, or if adjusted Debt/EBITDA is sustained above 8x (8.1x pro forma FY2019E,) and EBITA/Interest below 1x (2.1x pro forma FY2019E,). Additional debt funded dividends to its private owner could also lead to a downgrade. Husky III has very good liquidity. Sources exceed $350 million compared to uses in the form of mandatory term loan repayment of $21 million in the next four quarters. Husky III's liquidity is supported by unrestricted cash of $28 million at Q3/2019, almost full availability under its $250 million revolving credit facility due in 2023 and its expected free cash flow exceeding $100 million in the next four quarters. The revolver has no applicable financial covenant unless drawings exceed a certain threshold, at which point a first lien leverage covenant comes into effect. Moody's does not expect the covenant to be applicable in the next four quarters. Even if the covenant becomes applicable, cushion should exceed 30%. Husky III has limited ability to generate liquidity from asset sales. Husky III is exposed to increasing environmental risks stemming from the consumer and regulatory trends towards reducing the environmental impact of plastic waste and plastic packaging. However, Husky IMS's machines and molds can now handle 100% recycled plastic and the beverage industry continue to be committed to the usage of PET packaging, especially using recycled material. Husky IMS argues that recycled PET relative to glass and aluminum containers provides the least carbon impact. The governance considerations Moody's makes in Husky III's credit profile include the private-equity ownership and the potential for an aggressive capital structure in comparison to public corporations, as evidenced by the debt-financed dividends considered in the transaction. Husky III has four classes of debt: (1) $250 million super priority revolver due 2023 (rated Ba3); (2) $2.1 billion (face value) secured term loan B due 2025 (rated B2); (3) $630 million senior unsecured notes due 2026 (rated Caa2); and (4) the proposed $450 million senior holdco PIK toggle notes due 2025 (rated Caa2). The revolver's super priority position causes it to be rated three notches above the B3 corporate family rating, while the term loan, which is ranked below the revolver, is rated one notch above the CFR. The unsecured notes and the holdco PIK toggle notes are both rated two notches below the CFR to reflect their junior position in the debt capital structure. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Husky III is the holding company parent of Husky Injection Molding Systems Limited, a global manufacturer of plastic injection molding equipment and related components and services for consumer products companies. The majority of revenues are derived from polyethylene terephthalate (PET) beverage containers, for which Husky IMS makes machines and molds for pre-forms (a plastic pre-form is subsequently heated and blow-molded into the final container shape). Husky III is wholly owned by Platinum Equity. INSYS THERAPEUTICS: Liquidating Plan Confirmed by Judge ------------------------------------------------------- Judge Kevin Gross on Jan. 16, 2020, entered findings of fact, conclusions of law, and an order confirming the Second Amended Joint Chapter 11 Plan of Liquidation of debtors Insys Therapeutics, Inc.; IC Operations, LLC; Insys Development Company, Inc.; Insys Manufacturing, LLC; Insys Pharma, Inc.; IPSC, LLC; and IPT 355, LLC. Ballots were sent to holders of Claims in Class 3 (Convenience Class Claims), Class 4 (Trade and Other Unsecured Claims), Class 5 (Insurance Related Claims), Class 6 (Hospital Claims and NAS Monitoring Claims), Class 7 (DOJ Claims), Class 8(a) (State Claims), Class 8(b) (Municipality/Tribe Claims), and Class 9 (Personal Injury Claims) – the Classes of Claims entitled to vote to accept or reject the Plan (the "Voting Classes"). The Debtors were not required to solicit votes from the holders of Claims or Interests in Class 1 (Secured Claims) and Class 2 (Other Priority Claims) (the "Unimpaired Classes") as each such Class is Unimpaired under the Plan and is conclusively presumed to have accepted the Plan. The Debtors were not required to solicit votes from the holders of Class 10 (510(a)/(b) Subordinated Claims), Class 11 (510(c) Subordinated Claims), Class 12 (Intercompany Claims) and Class 13 (Equity Interests) (collectively, the "Fully Impaired Classes") as such holders are not entitled to receive a distribution under the Plan on account of their Claims or Interests, and, thus, pursuant to Section 1126(g) of the Bankruptcy Code, such Classes are deemed to reject the Plan. Pursuant to Section 5.6 of the Plan, the Liquidating Trustee may be selected by mutual agreement of the Creditors' Committee and the SMT Group Representatives. The Creditors' Committee and the SMT Group Representatives have selected a Liquidating Trustee for each of the Insys Liquidation Trust and the Victims Restitution Trust in lieu of the single Liquidating Trustee. Ms. Carmin Reiss has been selected as the initial Liquidating Trustee for the Victims Restitution Trust and Mr. William Henrich has been selected as the initial Liquidating Trustee for the Insys Liquidation Trust. Under the Plan, holders of Trade and Other Unsecured Claims in Class 4 totaling $50 million will have an estimated recover of 5.6 percent to 8.2 percent. Each such holder will receive, from the Insys Liquidation Trust, its Pro Rata share of Estate Distributable Value attributable to Class 4, which amount is calculated by multiplying the Category 1 Distributions by the Private Group Plan Distribution Percentage for Class 4. A full-text copy of the Second Amended Plan of Liquidation dated Jan. 14, 2020, is available at https://tinyurl.com/vebbrnp from PacerMonitor.com at no charge. A full-text copy of the Order Confirming the Plan dated Jan. 16, 2020, is available for free at https://tinyurl.com/uxulczv The Debtors are represented by: WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer Ronit J. Berkovich Candace M. Arthur Brenda L. Funk Olga F. Peshko 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - RICHARDS, LAYTON & FINGER, P.A. John H. Knight Paul N. Heath Amanda R. Steele Zachary Shapiro One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Baintends to conduct the asset sales in accordance with Section 363 of the U.S.nkruptcy Code (D. Del. Lead Case No. 19-11292). Insys Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. After selling substantially all of their assets, the Debtors filed a Chapter 11 Plan and Disclosure Statement. JOSEPH E. POLE: Child Crisis Buying Mesa Properties for $1.25M -------------------------------------------------------------- Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona authorized Joseph E. Pole's sale of 60% interest in the commercial properties located at 804 and 828 N. Country Club Drive, Mesa, Arizona to Child Crisis Arizona for $1.25 million. EWJ Enterprises, Inc., an Arizona corporation holds title to parcel one, Edward D. Pole, a married man, as his sole and separate property, holds title to parcel two, and The Edward Pole and Warina Pole Irrevocable Trust holds title to parcel three. Edward Pole passed away in 2005 and Warina Pole passed away in 2014. On April 21, 2017, the Debtor filed an adversary proceeding case number 2:17-ap-00234-EPB for a determination of removed claim or cause and for turnover of property against his brother and co-owner of the commercial properties John Pole and John Pole's business Speedy Food N. Gas, LLC. The Debtor filed a previous Motion to Approve Sale of Property Located at 804 N. Country Club Drive, Mesa, AZ 85201, Gas Station and Liquor Store on Nov. 20, 2017 and an objection was filed by John Pole on Dec. 27, 2017. On May 18, 2018, a Motion to Approve Compromise/Settlement Between Plaintiffs and Defendants was filed wherein the parties agreed to resolve all outstanding issues and agreed to list the commercial properties and business for sale. On Dec. 19, 2018, the adversary proceeding was dismissed without an order to approve the Settlement Agreement being uploaded by the Debtor's former counsel Dean O'Connor. On July 25, 2019, John Pole filed a Motion to Reopen Adversary Proceeding and to Waive Filing Fees to have an Order entered approving the Settlement Agreement. Said Order was signed on Sept. 18, 2019. On May 6, 2019, Menlo Group Commercial Real Estate sent John Pole's real estate agent Tony Doan a letter of intent from a "Confidential Arizona Entity" offering to purchase the commercial properties. Since that date, the Debtor, John Pole and the now known buyer Child Crisis, an Arizona corporation, have negotiated a deal to sell the commercial properties to Child Crisis for $1.25 million, thru the Letter of Intent. John Pole refused to sign an LOI that did not include payment by the Debtor for his attorneys' fees, one-half of property taxes, and one-half of secured creditor delinquencies. Child Crisis will deposit $50,000 of Initial Earnest Money Deposit with the Escrow Agent upon Opening of Escrow. It will have 120 days from the Opening of Escrow to determine that the Properties are satisfactory for its intended use. The properties will be sold "as-is"/"where is," with no warranties expressed or implied. The underlying sales transaction will be free and clear of all liens, claims, and interests. The liens, claims, and interests of creditors in the title commitment, if any, will attach to the Sale proceeds. There is a mortgage in favor of Vantex Capital, LLC, an Arizona limited liability company for approximately $400,000 affecting parcel 1. The Debtor requested a pay-off statement for this loan from John Pole and to date no statement has been provided. John Pole states the loan has for no explained reason increased to approximately $440,000. He should pay for any delinquent or increased loans taken since the Settlement Agreement was signed in May 2018. There are real estate taxes/liens for approximately $30,000 affecting parcels 1, 2 and 3 that should be paid from John Pole's proceeds per the Management and Operations Agreement dated July 15, 2008 executed by John Pole, Joseph Pole, and Warina Pole ("Shareholders") and EWJ Enterprises, Inc., an Arizona corporation, detailing that John Pole would create a successor entity controlled exclusively by John Pole to run the EWJ Corporation and pay its debts as they came due. On Aug. 1, 2008, John Pole executed a Lease Agreement between EWJ Corporation as the landlord and his successor entity Speedy Food N. Gas, LLC as the tenant. Under section 5, the Lease Agreement required EWJ Corporation to pay all taxes, including without limitation real estate and personal property taxes and assessments assessed, levied, confirmed, or imposed during the term of the Lease whether or not now customary or within the contemplation of the Lessor and Lessee. John Pole had an obligation as the sole authority to manage EWJ Corporation as the landlord and pay its bills including the real property taxes on an annual basis which he has not done for several years now. There is a 3% commission based upon the purchase price of the Properties that will be paid to Child Crisis' broker Menlo Group. Title to parcels one and two are held in the name of Edward Pole and The Edward Pole and Warina Pole Irrevocable Trust and a probate case must be opened to transfer title to both parcels at closing. Debtor as the personal representative of his parents' wills has hired attorney Dwight O. Watland of Watland and Allen, PLLC at an hourly rate of $480 and attorney Watland has agreed to be paid at the closing. The stay pursuant to Fed. R. Bankr. P. 6004(h) will be waived and Child Crisis may close on the Properties with WFG National Title Insurance Co. immediately after entry of an Order approving the Motion and the 120 day Feasibility Period expires. From the proceeds of the sale, the Debtor respectfully asks that the Court to authorize him to pay the following: (i) any outstanding real estate taxes/liens of approximately $30,000 on parcels 1, 2 and 3 per his obligations to pay said taxes as the sole authority required to pay EWJ Corporation’s taxes and has failed to do so for several years; (ii) any delinquent or increased loans taken since the Settlement Agreement was signed in May 2018; (iii) the 3% commission of Child Crisis' broker Menlo Group; and (iv) the attorneys' fees to Dwight O. Watland for services rendered in the probate case of the Debtor's deceased parents' estate. The Debtor's net proceeds from the sale after splitting closing costs, prorations and selling expenses with John Pole will be paid to Simmons & Greene, P.C.'s IOLTA account for payment to creditors in this case or further order of the Court. A copy of the Agreements is available at https://tinyurl.com/yx7e65mn from PacerMonitor.com free of charge. Joseph E. Pole sought Chapter 11 protection (Bankr. D. Ariz. Case No. 16-11522) on Oct. 6, 2016. The Debtor tapped Dean William O'Connor, Esq., at Dean W. O'Connor PLLC as counsel. JUAN ALFARO: Unsec. Creditors to Be Paid on Effective Date of Plan ------------------------------------------------------------------ Debtor Juan Alfaro Design, Inc., filed a First Amended Disclosure Statement in connection with the solicitation of acceptances or rejections of the Debtor's First Amended Plan of Liquidation dated Jan. 15, 2020. The Debtor currently holds cash and will generate further cash as a result of its operations. In the Plan, Administrative and Priority Claims will be paid in full and the remaining funds will be disbursed in Cash on the Effective Date or through the Plan Administrator on the appropriate Distribution Dates. The Debtor believes the Plan is the simplest and least expensive mechanism to distribute the Debtor's assets to make a distribution to creditors. There are no secured claims in Class 1. Allowed Unsecured Claims in Class 2 will be paid on the effective date of the Plan. The Debtor will fund the Plan and distributions by using cash on hand in its Debtor in Possession bank account and from future operations. The Debtor's primary assets consist of cash on hand, equipment and tools, and proceeds generated by its business. A full-text copy of the Amended Disclosure Statement dated Jan. 15, 2020, is available at https://tinyurl.com/ruzlvvg from PacerMonitor.com at no charge. The Debtor is represented by: LAW OFFICE OF ANTHONY M. VASSALLO 305 Fifth Avenue | Suite 1B Brooklyn, NY 11215 Tel: (347) 464-8277 Fax: (866) 334-9752 E-mail: tony@amvasslaw.com About Juan Alfaro Design Juan Alfaro Design, Inc., was founded by Juan Alfaro in November 2009 as a metal design and fabrication business. It has completed over $14 million in work within the five boroughs of New York City. Its clients are some of the most prominent and reputable retail shops, architects, and designers in the area Juan Alfaro Design, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42177) on April 10, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $1 million. The case is assigned to Judge Carla E. Craig. Balisok & Kaufman, PLLC, is the Debtor's counsel. Silverstein & Saperstein, is special counsel. K3D PROPERTY: U.S. Trustee Forms 4-Member Committee --------------------------------------------------- Paul Randolph, acting U.S. trustee for Region 8, on Jan. 31, 2020, appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of K3D Property Services, LLC. The committee members are: (1) Junior's Building Materials, Inc. Junior's Building Materials, Inc. 75744 Battlefield Parkway Ringgold, GA 30736 Phone: 706 937 3400 Email: juniors@juniorsbm.com Email: oboehm@catt.com Counsel: William Foster, PLLC 901 Mountain Creek Rd., Ste 4716 Chattanooga, TN 37405 Phone: 423 877 4250 Email: wfoster@ffadlaw.com (2) Big Woody's Tree Service LLC 4018 Alabama Road Apison, TN 37202-9789 Phone: 423 827 8964 Email: watkins_tree@icloud.com Counsel: William G. Colvin 801 Broad Street, Suite 428 Chattanooga, TN 37402 Phone: 423 265 8804 Email: bcolvin@williamgcolvinlaw.com (3) Peter and Peggy LaRochelle 1001 Smith Spring St. Signal Mtn, TN 37377 Phone: 423 605 9396 Email: pslarochelle@gmail.com Email: larochelle.peterbooth@gmail.com Counsel: David Fulton 620 Lindsay Street, #240 Chattanooga, TN 37403 Phone: 423 648 1880 Email: djf@sfglegal.com (4) Pro Builders Ent., Inc. P.O. Box 23382 Chattanooga, TN 37422 Phone: 423 802 6235 Email: probuiltin@gmail.com Counsel: Aubrey Harper 3330 Roberts Rd. Chattanooga, TN 37416 Phone: 931 607 2299 Email: aubreyharper2007@comcast.net Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About K3D Property Services K3D Property Services, LLC, offers a variety of services, including home remodeling, basement finishing, drywall installation and finishing, tile installation, carpet installation, wall framing, bathroom remodeling, kitchen remodeling, deck installation and maintenance, interior and exterior painting, commercial painting, wallpaper and popcorn ceiling removal, deck staining, concrete floor coatings, and metal roof painting. K3D Property Services filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 19-15361) on Dec. 23, 2019. The petition was signed by Kenneth Morris, managing member. At the time of the filing, the Debtor had estimated $1 million to $10 million in both assets and liabilities. Judge Shelley D. Rucker oversees the case. The Debtor tapped Farinash & Stofan and The Fox Law Corporation, Inc. as bankruptcy counsel; The Law Offices of Stephan Wright PLLC as special counsel; and Lucove, Say & Co. as accountant. KAISER AND ASSOCIATES: Court Confirms Plan of Reorganization ------------------------------------------------------------ On Oct. 28, 2019, debtor Kaiser and Associates, DDS, P.A. filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, a Plan of Reorganization. On Jan. 14, 2020, Judge David M. Warren ordered that: * The Disclosure Statement filed by the Debtor on October 28, 2019, is approved. * The Plan, as modified, is confirmed under the provisions of Section 1129(a). * All objections to claims, fee applications and adversary proceedings will be filed with the Court within 60 days of the Effective Date, which will be 15 days from the date of the entry of the Confirmaiton Order, except that services rendered post-confirmation by professionals shall not be subject to the fee application process. * Within 30 days of substantial consummation of the Plan, as defined by Section 1101(2), the Debtor shall file a final report, in a format prescribed by the Bankruptcy Administrator, reflecting the payments made for all costs of administration and each class of creditor, and a motion for the entry of a Final Decree pursuant to Rule No. 3022, F.R.B.P. * The Debtor shall pay to the Clerk, United States Bankruptcy Court, the sum of $0.00 for court costs. The Debtor shall continue to pay quarterly fees until it applies for its Final Decree. As reported in the TCR, according to its Disclosure Statement, Kaiser And Associates, DDS, P.A., will make payments under the Chapter 11 Plan from revenue generated by the continued operation of the Debtor's business. Under the Plan, general unsecured creditors each with claims of $1,001 or greater will receive a total of $20,000, payable in quarterly installments, over a period of 60 months with interest accruing at the federal judgment rate. Small general unsecured creditors -- each holding claims in the amount of $1,000 or less -- will be paid their allowed pro rata share of $20,000, with payments to be be made in two equal installments. According to the Disclosure Statement, unsecured claims in the case total $126,876.72. A full-text copy of the Disclosure Statement dated Oct. 28, 2019, is available at https://tinyurl.com/yxd2wnno from PacerMonitor.com at no charge. A full-text copy of the Order Confirming the Plan dated Jan. 14, 2020, is available at https://tinyurl.com/rgunqmu from PacerMonitor.com at no charge. The Debtor is represented by: JASON L. HENDREN REBECCA F. REDWINE BENJAMIN E.F.B. WALLER HENDREN, REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Telephone: (919) 420-7867 Facsimile: (919) 420-0475 About Kaiser and Associates Kaiser and Associates, DDS, P.A., is a North Carolina professional association that operates a dental practice. Kaiser and Associates, DDS, P.A., sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-01944) on April 30, 2019, estimating less than $1 million in both assets and liabilities. HENDREN REDWINE & MALONE, PLLC, is the Debtor's counsel. KHAN AVIATION: Trustee Selling Cessna Aircraft for $2.57 Million ---------------------------------------------------------------- Kelly Hagan, the Chapter 11 trustee for Khan Aviation, Inc. and its affiliates, asks the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of its a Cessna model 560 aircraft bearing serial number 5600783 with two Pratt & Whitney Canada PW535B engines along with miscellaneous personal property associated with the aircraft to 600418 Saskatchewan Ltd. for $2.57 million. Among the assets of the estate is the Aircraft. The Trustee asks approval to sell the Aircraft free and clear of all liens, interests and encumbrances with liens and encumbrances attaching to the proceeds of the sale. The Aircraft is encumbered by a security interest granted to PNC Equipment Finance, LLC dated Jan. 20, 2017 securing an obligation in the approximate amount of $1.7 million. All undisputed obligations secured by the PNC Security Agreement will be paid in full at closing. Any disputed amounts secured by the PNC Security Agreement will be held by the Trustee until the agreement of the parties or further order of the Court. The Trustee does not dispute the PNC Security Agreement but she has not reviewed a final payoff from PNC and reserves a right to object to such amount. In addition, the Aircraft is encumbered by a security interest granted to KeyBank National Association dated July 19, 2019 securing obligations in excess of $100 million. The KeyBank Security Agreement is in dispute and is subject to an adversary proceeding being prosecuted by the Trustee, being Adversary Proceeding 19-80119-swd. The Adversary Proceeding asserts that the Security Agreement should be voided on various grounds. The Granting of the Security Agreement was done within the 90 days of the Petition Date to secure obligations of separate entities referred to as the Interlogic Borrowers. The Trustee does not believe that the Aircraft is encumbered by any other obligation except the obligation to PNC and to KeyBank, if not avoided. KeyBank consents to the sale set forth in the Motion. Any transfer taxes or other taxes or fees imposed upon the Seller as the result of the sale of the Aircraft will be paid from the sale proceeds. The Trustee has hired Goshen Air Center, to assist in the sale of the Aircraft. The Broker has been very active in obtaining offers for the Trustee on the Aircraft and was instrumental in bringing the accepted offer to the Trustee. The Trustee has accepted an offer for the Aircraft in the amount of $2.57 million pursuant to the Aircraft Purchase Agreement. He has reviewed sales comparisons for similar Aircraft as well as appraisals of the aircraft and believes that the purchase price for the Aircraft is fair and reasonable. The Trustee asks approval for the payment of ordinary closing costs including fees and taxes imposed upon the sale of the Aircraft, and customary fees charged by Insured Aircraft Title Service, LLC who acts as escrow agent in the transfer of the Aircraft to the Buyer. All valid liens, interests and encumbrances attaching to the Aircraft will attach to the net proceeds from the sale. The Trustee will not utilize the net proceeds from the sale without the consent of KeyBank or further order of the Court. The transfer of the Aircraft will be "as is, where is" and free and clear of all liens, interests and encumbrances. The Trustee believes that a sale of the Aircraft is in the best interest of the estate and creditors. The Trustee also asks the approval of the Broker's commission which is 2.5% of the gross sales price. He asks the Court's approval to pay the Broker's Commission at closing. After the payment of all undisputed liens, closing costs, fees and taxes, Broker's Commission and the like, the sale proceeds will be held by the Trustee subject to a determination of the validity and extent of the attachment of the KeyBank Security Agreement and PNC Security Agreement to the sale proceeds of the Aircraft. Finally, the Trustee asks the Court to waive the 14-day stay period set forth in Federal Rules of Bankruptcy Procedure, Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/tkadvjk from PacerMonitor.com free of charge. About Khan Aviation Khan Aviation, Inc. and its affiliates, GN Investments LLC, KRW Investments Inc., NJ Realty LLC, NAK Holdings LLC, and Sarah Air LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case Nos. 19-04261, 19-04262, 19-04264, 19-04266, 19-04267 and 19-04268) on Oct. 8, 2019. The cases are jointly administered with that of Najeeb Ahmed Khan (Bankr. W.D. Mich. Case No. 19-04258), which is the lead case. Judge Scott W. Dales presides over the cases. The Debtors are represented by Robert F. Wardrop, II, Esq., at Wardrop & Wardrop, P.C. Kelly Hagan was appointed as Chapter 11 trustee for the Debtors' bankruptcy estates. The trustee is represented by Hagan Law Offices, PLC. At the time of the filing, the Debtors' estimated assets and liabilities are as follows: Debtors Assets Liabilities ------- -------------------- ---------------------- Khan Aviation $1-mil. to $10-mil. $1-mil. to $10-mil. GN Investments $1-mil. to $10-mil. $100-mil. to $500-mil. KRW Investments $10-mil. to $50-mil. $100-mil. to $500-mil. NJ Realty $1-mil. to $10-mil. $100-mil. to $500-mil. NAK Holdings $1-mil. to $10-mil. $100-mil. to $500-mil. Sarah Air $500,000 to $1-mil. $100-mil. to $500-mil. LICK INDUSTRIES: Plan to Pay Creditors Only Visionary, Says UST --------------------------------------------------------------- Andrew R. Vara, United States Trustee, objects to the First Amended Plan of Reorganization and Disclosure Statement of Debtor Lick Industries, LLC, and states as follows: * The Plan does not attempt to maximize the assets for creditors. It only attempts to maximize the benefits for the Debtor's principal. * The Plan is fundamentally unfair. The Debtor is making minimal or no payments to its creditors while it maintains the benefits of owning the property. * The Debtor is not planning to make any payments to the taxing authority, other secured creditors, or the unsecured creditors during this time period. The Debtor will only make payments to these entities if the properties sell. * The Debtor's proposal to pay its secured creditors in full is not rooted in fact. The Debtor has taken no action to hire a broker, market the properties, obtain new financing, or pursue its claim against Rockies Renovations. The Debtor's promise to pay its creditors is merely visionary. * The U.S. Trustee requests clarification in any order confirming plan that it is not an Administrative Claim but will be treated as laid out in section C(a)(A)(2) of the Plan. A full-text copy of U.S. Trustee's objection to disclosure and plan dated January 16, 2020, is available at https://tinyurl.com/sfrkcau from PacerMonitor.com at no charge. About Lick Industries Lick Industries, LLC, is a Michigan Limited Liability Company in the business of purchasing residential real estate in need of repairs, completing such repairs, and subsequently selling the rehabilitated real estate for a profit. Lick Industries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-51017) on July 30, 2019, estimating under $1 million in both assets and liabilities. Yuliy Osipov, Esq., at Osipov Bigelman, P.C., represents the Debtor. LITTLE SPOON: March 11 Plan & Disclosure Hearing Set ---------------------------------------------------- On Jan. 2, 2020, debtor Little Spoon Enterprises LLC filed with the U.S. Bankruptcy Court for the District of Maryland at Greenbelt a Plan of Reorganization and a Disclosure Statement. On Jan. 16, 2020, Judge Lori S. Simpson ordered that: * March 11, 2020, at 10:00 a.m. in Courtroom 3D of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770 is the hearing to consider the approval of the Disclosure Statement, combined with the hearing of confirmation of the Plan Sponsor's Plan of reorganization. * Feb. 21, 2020, is fixed as the last day for filing and serving written objections pursuant to Federal Bankruptcy Rules 3017(a) and for filing and serving written objections to confirmation of the Plan pursuant to Federal Bankruptcy Rule 3020(b)(1). * Feb. 21, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan. A full-text copy of the order dated January 16, 2020, is available at https://tinyurl.com/ubgdfeb from PacerMonitor.com at no charge. The Debtor is represented by: Augustus T Curtis Cohen, Baldinger & Greenfeld, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 About Little Spoon Enterprises Little Spoon Enterprises LLC was organized as a Maryland limited liability company by three family members who reside in Charles County, Maryland, Jennifer Sylvestre, Joshua Spooner, and Hannah Mccuen. The company operated three restaurants, the Sweet Frog location, as well as two Korean barbecue restaurants, known as "Spoons Korean and American Barbeque," located at 234 Rosewick Road, LaPlata, Maryland 20646 ("Spoons"), and "Spoons of Waldorf," located at 11481 Berry Road, Waldorf Maryland 20603 (the "Waldorf Restaurant"). Shortly after commencing the operation of the restaurants, however, the Debtor began to experience cash flow problems with both of the barbecue restaurants Little Spoon Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-13014) on March 8, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Lori S. Simpson. Cohen, Baldinger & Greenfeld, LLC, is the Debtor's counsel. LIVE OAK HOLDING: Trustee Selling Assets to San Diego County ------------------------------------------------------------ Richard M. Kipperman, the Chapter 11 trustee for the bankruptcy estate of Live Oak Holding, LLC, asks the U.S. Bankruptcy Court for the Southern District of California to authorize the private sale of (a) Live Oak Springs Water Co., a water utility; (b) approximately 27 acres of real property located at 37820 Old Highway 80, Boulevard, California with APNs 609-050-03-00, 609-050-06-00, 609-086-03-00, 609-071-01-00, and 609-090-07-00 occupied by the Water Company and the improvements thereon (including groundwater wells and three 20,000 gallon water storage tanks); and (c) all assets owned by the Water Company and/or owned by the Debtor and used by the Water Company, including, but not limited to, machinery, equipment, hardware, materials, fixtures, trade fixtures, storage units, vehicles, tools, and books and records, to the County of San Diego pursuant to their Agreement for the Purchase and Sale of Assets, dated as of Sept. 19, 2019. A hearing on the Motion is set for Feb. 5, 2020 at 10:00 a.m. The sale will free and clear of any Liens and Encumbrances, with the Liens and Encumbrances to attach to the net sale proceeds in the preexisting order of priority. The Trustee asks the Court to waive the 14-day stay provided in Federal Rule of Bankruptcy Procedure 6004(h). About Live Oak Holding Live Oak Holding, LLC, at the time of its filing, owned 115.85 acres near Boulevard, California on which it had previously operated various businesses, including a water company, campground, restaurant and bar, off-road vehicle race track and mobile home park. Live Oak Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 13-11672) on Dec. 3, 2013. In the petition signed by Nazar Najor, member, the Debtor reported assets of $1.81 million and liabilities of $2.07 million. The case is assigned to Judge Laura S. Taylor. The Debtor had Ruben F. Arizmendi, Esq., at Arizmendi Law Firm, as its legal counsel. On Jan. 30, 3014, Richard M. Kipperman was appointed as the Chapter 11 trustee. The Trustee is represented by Mintz Levin Cohn Ferris Glovsky and Popeo P.C. On June 1, 2017, the Court appointed Pacific Commercial Management, Inc., as the Trustee's real estate broker. LRB REALTY: Vargas Buying Jupiter Condo Unit A-110 for $1.35M ------------------------------------------------------------- LRB Realty, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the real property located at 4600 N. Military Trail N, A-110, Jupiter, Florida, legally described as Commons at Abacoa Condominium Unit A-110 (PCN 30-4241-2422-001-1100), to Alberto Vargas or an entity to be formed for $1.35 million. The Debtor is the owner of a commercial condominium unit that is pledged as collateral for a loan owed to U.S. Bank. U.S. Bank obtained a judgment of foreclosure on April 17, 2019, in the amount of $1,047,791. The Small Business Administration holds a second mortgage in the approximate amount of $50,000. Outstanding property taxes total approximately $120,000. The Debtor has recently executed a sales contract for the property to sell the property for $1.35 million. The parties have executed their contract. The sale of the property should result in all secured creditors being satisfied at closing. The sale of the property is in the best interest of the Debtor and its creditors. A copy of the Contract is available at https://tinyurl.com/rsjvddb from PacerMonitor.com free of charge. About LRB Realty LRB Realty, LLC, a privately held company based in Jupiter, Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 19-22206) on Sept. 13, 2019, estimating $1 million to $10 million in both assets and liabilities. The Hon. Erik P. Kimball oversees the case. The Debtor is represented by Brian K. McMahon, Esq. LUCKY'S MARKET: Held Meeting to Form Creditors' Panel on Feb. 4 --------------------------------------------------------------- Andrew R. Vara, United States Trustee for Region 3, scheduled an organizational meeting on Feb. 4, 2020, in the bankruptcy cases of Lucky's Market Parent Company LLC, et al., at the Sheraton Suites Wilmington Downtown, 422 Delaware Avenue, Wilmington, DE 19801. The sole purpose of the meeting was to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Lucky's Market Lucky's Market Parent Company, LLC -- https://www.luckysmarket.com -- together with its owned direct and indirect subsidiaries, is a specialty grocery store chain offering a broad range of grocery items through the Company's "L" private label. Each of the Company's stores has full-service departments, which include produce, meat, seafood, culinary, apothecary, beer/wine/spirits, and grocery. In addition to the Stores, the Company operates a produce warehouse in Orlando, Florida to supply nearly all produce for the Company's Florida and Georgia stores. Lucky's Market Parent and 21 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del., Lead Case No. 20-10166) on January 27, 2020. At the time of the filing, the Debtors estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The petitions were signed by Andrew T. Pillari, chief financial officer. Judge John T. Dorsey presides over the cases. Christopher A. Ward, Esq. and Liz Boydston, Esq., of Polsinelli PC serve as counsel to the Debtors. Alvarez & Marsal acts as financial advisor; PJ Solomon as investment banker; and Omni Agent Solutions as notice and claims agent. LUNA DEVELOPMENTS: U.S. Trustee Objects to Disclosure Statement --------------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, filed an objection to the Disclosure Statement of debtor Luna Developments Group, LLC filed by Receiver Alan Barbee. The U.S. Trustee complains that: * The Disclosure Statement does not address whether all interested parties were properly served with the Order Setting Confirmation Hearing, particularly where it appears that some of the parties-in-interest in the instant case reside outside the United States. * The Disclosure Statement does not indicate whether there are priority tax claims and to the extent there are priority tax claims, the Disclosure Statement does not provide an estimate of such claims. * The Disclosure Statement does not provide any information regarding whether or not there is any risk of the Bal Harbour Claim being disallowed or receiving $0 distribution. * The Disclosure Statement does not provide sufficient information regarding the source of any funds that will be required to implement the Plan, for example in the event that the Bal Harbour Claim is disallowed or receives $0 distribution. A full-text copy of U.S. Trustee's objection to disclosure dated January 14, 2020, is available at https://tinyurl.com/wdm9tcp from PacerMonitor.com at no charge. About Luna Developments Group The receiver for Luna Developments Group, LLC, a company based in West Palm Beach, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-11169) for Luna Developments on Jan. 28, 2019. In the petition signed by Alan Barbee, the receiver appointed by a Florida state court, the Debtor disclosed $5,000,000 in assets and $3,366,816 in liabilities. The Hon. Erik P. Kimball oversees the case. Robert C. Furr, Esq., at Furr Cohen, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. MANHATTAN COMPANY: Liquidating Plan Has $500K Distribution Fund --------------------------------------------------------------- Debtor The Manhattan Company of New York LLC proposes the First Amended Liquidating Chapter 11 Plan pursuant to the provisions of Chapter 11 of the Bankruptcy Code. Holders of Class 3 Allowed Non-Insider General Unsecured Claims will receive in cash a pro rata distribution from the Plan Distribution Fund after payment of all non-classified Claims, Class 1 Tax Priority Claims and 2 Non-Tax Priority Claims. Class 5 Interest holders shall receive no distribution under the Plan. Class 5 Interests are impaired and are deemed to reject the Plan. The Plan shall be funded by the Plan Distribution Fund. After the Effective Date, the Disbursing Agent shall effectuate payments commencing on and after the Plan Distribution Date as provided for under the Plan. Plan Distribution Fund means those monies from the settlement of the Debtor's Adversary Proceeding against Skanska USA and Skanska Walsh Joint Venture under the Settlement Agreement. The Plan Distribution fund equals $500,000. Effective on the Effective Date, all persons and entities who have held, hold or may hold Administrative Claims or Claims against or Interests in the Debtor are enjoined from taking any of the following actions against or affecting the Debtor, the assets of the Debtor or the Plan Distribution Funds with respect to such Claims, Interests or Administrative Claims, except as otherwise set forth in the Plan and other than actions brought to enforce any rights or obligations under the Plan or appeals, if any, from the Confirmation Order or other pending appeals or order of the Bankruptcy Court: * Commencing, conducting or continuing in any manner, directly or indirectly, any suit, action, arbitration, or other proceeding of any kind against the Debtor, the assets of the Debtor or the Plan Distribution Funds; * Asserting any setoff, right of subrogation, or recoupment of any kind, directly or indirectly, or against the Debtor, the assets of the Debtor or the Plan Distribution Funds; and * Proceeding in any manner and any place whatsoever that does not conform to or comply with the provisions of the Plan. On the Effective Date, title to and possession of any and all property of the estate, real or personal, including but not limited to the Plan Distribution Funds, shall be vested in the Reorganized Debtor free and clear of all liens, claims, interests and encumbrances of any kind, subject to and except as otherwise provided in the Plan. A full-text copy of the First Amended Liquidating Chapter 11 Plan dated Jan. 14, 2020, is available at https://tinyurl.com/ump8t2q from PacerMonitor.com at no charge. Proposed Substitute Attorney for the Debtor: DAVIDOFF HUTCHER & CITRON LLP Robert L. Rattet, Esq. 605 Third Avenue New York, New York 10158 Tel: (212) 557-7200 About Manhattan Company of New York The Manhattan Company of New York, LLC, is a privately held company in the nonresidential building construction industry. Manhattan Company of New York sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-71107) on Feb. 14, 2019. At the time of the filing, the Debtor disclosed $4,092,125 in assets and $3,028,878 in liabilities. Judge Alan S. Trust oversees the case. Davidoff Hutcher & Citron LLP is the Debtor's counsel. MANN REALTY: $199K Sale of Susquehanna Property to Georges Approved ------------------------------------------------------------------- Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized the private sale by Markian R. Slobodian, the Chapter 7 Trustee of Mann Realty Associates, Inc., of the improved real estate located at 4612 Fargreen Road, Susquehanna Township, Dauphin County, Pennsylvania, Parcel No. 62-009-005-000-0000, to Curtis M. George and Samette B. George or their assigns for $199,000. The sale is free and clear of all liens and interests of creditors. The Trustee will distribute of the proceeds of the sale of the Real Property, to the extent of available funds, as follows: a. Realtor's commission of 6% to Iron Valley Real Estate of Central PA pursuant to Section 326 of the Bankruptcy Code as more fully set forth in the Contract attached to the Trustee's Application to Employ Real Estate Broker; b. Trustee will be reimbursed for all costs and expenses advanced or incurred by the Trustee necessary to manage and sell the Real Property, including, but not limited to, title or lien search fees, payment of utility bills, insurance, cleaning fees, refuse removal fees, personal property removal fees, winterization and dewinterization expenses, homeowner association fees, eviction fees, maintenance and repair costs, security costs, professional fees, appraiser fees and expenses, federal and state taxes, including, specifically, capital gains and depreciation recapture income taxes, Court filing fees, noticing fees, and all other out of pocket expenses; c. All closing costs including any real estate transfer taxes which are the responsibility of the Seller pursuant to the terms of the Sale Agreement; d. Past due real estate taxes and present real estate taxes pro rated to the date of settlement; e. Municipal claims, including past due sewer, water, or refuse charges, if any, and any present municipal claims pro rated to the date of settlement; f. The Trustee will deposit the sum of $10,000.00 into the Trustee's bank account for the Debtor's bankruptcy estate for the benefit of unsecured creditors and administrative claims; g. Remaining funds will be applied to the claim of S&T Bank secured by a first priority mortgage lien on the Real Property; and h. No additional distributions from sale proceeds will be made to junior lienholders or other parties except as set forth. The Order will be effective immediately and will not be subject to the Stay otherwise imposed by Bankruptcy Rule 6004(h). The Trustee is authorized to sign all deeds and other documents needed to transfer good title to the Real Property to the Buyer. About Mann Realty Associates Mann Realty Associates, Inc., previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00080) on Jan. 10, 2017. The petition was a "pro se" filing, or case filed without attorney. The Debtor is an affiliate of Kimbob, Inc., which sought bankruptcy protection on March 1, 2017 (Case No. 17-00836). Mann Realty Associates again filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017. In the petition signed by Robert M. Mumma, II, its president, the Debtor was estimated to have assets between $10 million and $50 million and debt between $1 million and $10 million. Judge Robert N. Opel II is the presiding judge. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. MARINE BUILDERS: New Washington Objects to Disclosure Statement --------------------------------------------------------------- The New Washington State Bank (NWSB) objects to the Disclosure Statement filed by Debtors Marine Builders, Inc., and Marine Builders Corporation. NWSB is the Debtors' largest creditor and has filed two claims in MBI's case and one claim in MBC's case. The three claims total $2,291,894. A $2,269,065 claim against MBI is secured by certain equipment, cash collateral, and real estate pledged by a third party. NWSB's $16,325 and $6,504 claims against MBI are secured by cash collateral and a vehicle. These claims and the security for these claims are acknowledged by the Debtors in the Disclosure Statement. Since the filing of the Plan, NWSB has requested information from the Debtors about the sale process. To date, two and a half months after the filing of the Disclosure Statement and the Plan, no Sale Motion has been filed by the Debtors and the Debtors have not furnished NWSB with the necessary financial information. The Disclosure Statement also does not include any financial projections for the Debtors or the Reorganized Debtor, making it impossible for NWSB to evaluate whether the proposed treatment of NWSB under the Plan adequately protects NWSB's interests. Since the filing of the Plan, NWSB has requested relevant financial information, which has not been provided by the Debtors. The lack of financial projections for the Debtors or the Reorganized Debtor also renders it impossible for NWSB to make an informed judgment about the Plan as proposed. Without projections, NWSB and every other creditor is left to speculate about the Reorganized Debtor's prospects and the sufficiency of the Plan with limited information and no certainty. A full-text copy of NWSB's objection to disclosure dated Jan. 16, 2020, is available at https://tinyurl.com/rlw6qcz from PacerMonitor.com at no charge. The New Washington State Bank is represented by: Edward M. King Bryan J. Sisto FROST BROWN TODD LLC 400 W. Market Street, 32nd Fl. Louisville, KY 40202 Telephone: (502) 589-5400 Facsimile: (502) 581-1087 E-mail: tking@fbtlaw.com About Marine Builders Marine Builders -- http://www.marinebuilders.net/-- is a family-owned and operated company in the boat building business. With 26-acre site and 14,000-square-foot of fabrication shop, Marine Builders has both new construction and repair capabilities. Founded in 1972, Marine Builders manufactures custom vessels, ranging from work boats and barges to dry docks and excursion vessels. Its subsidiary, Marine Industries Corporation, primarily operates in the marine supplies business. Marine Builders and Marine Industries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Ind. Lead Case No. 19-90632) on April 25, 2019. In the petitions signed by David A. Evanczyk, president and CEO, the Debtors were each estimated to have $1 million to $10 million in both assets and liabilities. The cases are assigned to Judge Basil H. Lorch III. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, represents the Debtors. MARINE BUILDERS: WesBanco Bank Objects to Disclosure Statement -------------------------------------------------------------- WesBanco Bank, Inc., objects to the approval of the Disclosure Statement for debtors Marine Builders, Inc.'s and Marine Industries Corporation's Plan Of Reorganization Under Chapter 11 Of The Bankruptcy Code. According to WesBanco, while the Disclosure Statement does provide some information, it does not provide enough to satisfy the Debtors' burden under Section 1125(b). WesBanco submits that the Debtors must supplement the topics which are insufficient and provide the information and analysis of other topics which are missing from the Disclosure Statement. WesBanco points out that: * The Debtors' Statements of Financial Affairs show transfers of at least $630,144 which may be subject to avoidance. The Disclosure Statement, however, does not identify these transfers, nor does it make any assessment of the value of these potential claims. An assessment must be made and disclosed so that the creditors will understand the significant value which is not being pursued. * Similar to the lack of projections for the success of the plan, the Debtors should provide more detail on the anticipated future of the company. * The Disclosure Statement should provide an assessment of the amounts to be distributed to the various parties based on the filed claims which the Debtors do not intend to challenge. * The Disclosure Statement also mischaracterizes the guaranties provided by the insiders of the debt owed to WesBanco. David W. Evanczyk guaranteed the full and punctual payment and satisfaction of 60% of the principal amount owed by Marine Builders to WesBanco, as well as interest, collection costs, expenses and attorneys' fees incurred. Similarly, David A. Evanczyk and Byron S. Evanczyk guaranteed the full and punctual payment and satisfaction of 25% of the principal amount owed by Marine Builders to WesBanco, as well as interest, collection costs, expenses and attorneys' fees incurred. A full-text copy of WesBanco's Objection dated January 16, 2020, is available at https://tinyurl.com/qu49gwp from PacerMonitor.com at no charge. WesBanco is represented by: Brian R. Pollock STITES & HARBISON PLLC 400 West Market Street, Suite 1800 Louisville, KY 40202-3352 Telephone: (502) 587-3400 E-mail: bpollock@stites.com About Marine Builders Marine Builders -- http://www.marinebuilders.net/-- is a family-owned and operated company in the boat building business. With 26-acre site and 14,000-square-foot of fabrication shop, Marine Builders has both new construction and repair capabilities. Founded in 1972, Marine Builders manufactures custom vessels, ranging from work boats and barges to dry docks and excursion vessels. Its subsidiary, Marine Industries Corporation, primarily operates in the marine supplies business. Marine Builders and Marine Industries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Ind. Lead Case No. 19-90632) on April 25, 2019. In the petitions signed by David A. Evanczyk, president and chief executive officer, the Debtors were estimated to have $1 million to $10 million in both assets and liabilities. The cases are assigned to Judge Basil H. Lorch III. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, represents the Debtors as counsel. MILLMAC CORP: Proposes Auction of Bartow Business Equipment ----------------------------------------------------------- Millmac Corp. asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize sale of business equipment located at its 3390 US Highway 17 N., Bartow, Florida, facility through an absolute auction free and clear of all liens, claims, and encumbrances. The Debtor provides solutions to shipbuilding, ship repair, and marine equipment manufacturing companies, as well as dredging services to local governments, marina developers, and residential builders. Prior to the Petition Date, the Debtor entered into a Credit Agreement pursuant to which JPMorgan Chase Bank, N.A. agreed to extend credit pursuant to that certain line of Credit Agreement and Line of Credit Note dated April 8, 2016, to the Debtor in the maximum amount of $325,000. As of Petition Date, the Debtor was indebted to Chase on the Line of Credit in the approximate amount of $324,654. Pursuant to the Loan Documents, the Debtor granted Chase a security interests in accounts receivable, equipment, and general intangibles of the Debtor. On Dec. 31, 2019, the Debtor filed its application to for authorization to employ Jeff Peterson with Junktiques Auctions, LLC as an auctioneer to sell excess equipment to the Motion, which is located at 3390 US Highway 17 N., in Bartow, Florida. A list of the Equipment to be sold at the auction is described on Exhibit A. The Debtor leases the Bartow Facility from Oldcastle Precast, Inc. ("OPI"). The lease with OPI was for 12 months and terminated on Dec. 10, 2019. While OPI agreed to leasing the Bartow Facility on a month to month basis, the Debtor has determined that it makes economic sense to move the operations to a less expensive site. At the present time, the Debtor contemplates an absolute auction to be conducted by the Auctioneer beginning at 8:00 a.m. (EST) on Jan. 12, 2020. The Auctioneer will transfer title to the Equipment in "as is" condition and will not make any warranties as to the operation of the Equipment. The net auction proceeds, after payment of Auctioneer's 17% compensation, will be used by the Debtor for future business operations of as set forth in the 13-week budget as contemplated in the cash collateral motion. The Debtor believes that the Auction will encourage bidding for the Equipment and is appropriate under the relevant standards governing auction proceedings and bidding incentives in bankruptcy proceedings. It asks that the Court waives the 14-day stay set forth in Rule 6004(g) of the Federal Rules of Bankruptcy Procedure and provide that the order granting the Motion be immediately applicable. The Debtor has filed the Motion on an emergency basis because it will be moving to a smaller facility in January 2020, which will reduce the Debtor's expenses and benefit the estate. Absent expedited relief, it would be forced to incur the expense of transporting and storing the Equipment. To avoid these cost, the Debtor asks emergency relief. Consistent with the emergency relief requested, the Debtor also will be filing a motion to shorten the 21-day notice period required by Fed. R. Bankr. P. 2002. A copy of the Exhibit A is available at https://tinyurl.com/vrrcgdg from PacerMonitor.com free of charge. A hearing on the Motion is set for Jan. 15, 2020 at 9:30 a.m. About Millmac Corporation Millmac Corporation is a provider of specialized marine labor, ship repair and dredging for industrial and residential uses. Based in Bartow, Fla., Millmac Corporation filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 19-11877) on Dec. 18, 2019. In the petition signed by Michael J. Miller, president, the Debtor disclosed $1,308,639 in assets and $1,619,039 in liabilities. Susan Heath Sharp, Esq., at Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal counsel. MONTICELLO PIZZA: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Jan. 28, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Monticello Pizza Co. LLC. About Monticello Pizza Monticello Pizza Co., LLC, which conducts business under the name Little Caesars, sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-43750) on Dec. 16, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Kathleen H. Sanberg oversees the case. Steven B. Nosek, P.A., is the Debtor's legal counsel. MRS. G'S LOUNGE: Unsecureds to Get Paid from Property Refinancing ----------------------------------------------------------------- Debtor Mrs. G's Lounge & Restaurant, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Plan of Reorganization and Disclosure Statement. Class One consists of a Secured Claim held by Marlin Business Bank. The Class One Claim Holder's Secured Claim is $45,000, as scheduled by the Debtor. The claim is secured by the Debtor's Business Equipment. The security agreement between the holder of the Class Once Claim and the Debtor will be extended beyond the original terms of the agreement for a period of one year. Class Two are holders of General Unsecured Claims, including allowed deficiency claims of creditors in prior classes, disputed claims and the claims of creditors not otherwise classified under the Plan. The Class 2 Claim pool is $500,200, consisting of Sea Breeze Syrups and Jeffrey Cooper. The $500,000 claim filed by Jeffrey Cooper is disputed. The Class Two Claim pool will be paid the full allowed amount of their claims through a refinance of the Property within a year of the effective date of the Plan. The Claim filed by Jeffrey Cooper is the subject of an ongoing dispute. Cooper will only be paid the allowed amount of his claim after the appropriate judicial proceeding in accordance with the treatment of the Class Two Claim Holders. The Plan will be funded from a combination of (i) income earned from ongoing operations and (ii) a refinance of the Property. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures, and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. A full-text copy of the combined plan and disclosure dated January 14, 2020, is available at https://tinyurl.com/rfpjcok from PacerMonitor.com at no charge. The Debtor is represented by: David E. Sklar, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP P.O. Box 2031 1599 Hamburg Turnpike Wayne, NJ 07470 About Mrs. G's Lounge Mrs. G's Lounge & Restaurant, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-23883) on July 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David L. Stevens, Esq., at Scura Wigfield Heyer & Stevens, LLP. MWM OIL: Jordon Oil Buying Select Assets for $1.1K -------------------------------------------------- RAG Oil Co., Inc. and MWM Oil Co., Inc. ask authority from the U.S. Bankruptcy Court for the District of Kansas to sell to Jordon Oil Management Inc. of (i) a gun barrel on the Paulsen lease for $500, (i) the equipment at the tank battery on the Ray lease for $300, and (iii) the equipment at the tank battery on the Ramsey lease for $300. The Assets nominal value, and there is a legal obligation to remove the Assets from the referenced leases if the Assets are not sold. Accordingly, the Debtors propose to accept the offer and complete the sale, subject to Court approval. The Assets will be sold "as-is, where-is," without warranties or representations of any kind; warranties of merchantability and fitness for a particular purpose are expressly disclaimed. The Debtors propose to sell the Assets free and clear of liens and encumbrances of record, with all liens and encumbrances in the Assets transferred to the net proceeds of sale, after payment of costs of sale. They further ask for an order authorizing that the proceeds of sale be disbursed to Midland National Bank (Class 3 creditor) pursuant to the Confirmed Plan. A hearing on the Motion is set for March 12, 2020 at 10:30 a.m. The objection deadline is Jan. 30, 2020. About RAG Oil Co., Inc. Based in Towanda, Kansas, RAG Oil Co., Inc. & MWM Oil Company, Inc. filed voluntary bankruptcy petitions under Chapter 11 (Bankr. D. Kan. Case No. 19-11405 & Case No. 19-11404, respectively) on July 26, 2019. The Debtors are represented by William B. Sorensen, Jr. at Morris Laing Evans Brock And Kennedy. MYLABDFW LLC: Integrated Lab Selling All Assets to Pro-Tech ----------------------------------------------------------- Integrated Lab Solutions, an affiliate of MyLabDFW, LLC, asks of the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of substantially all assets to Pro-Tech Precision Labs, LLC pursuant to their Asset Purchase Agreement. In exchange, the Buyer will assume and/or satisfy up to $75,000 of the note in the amount of $517,000 in principal and interest payable to WHD in full satisfaction of any liens against the Assets that are securing such note. WHD will retain the balance of the note along with any liens secured by any assets not included in the Assets as well as any guarantees. As additional consideration, the Buyer agrees to pay ILS a royalty of $2 for each lab processing procedure as the revenue is collected by the Buyer. The $2 per procedure royalty will be due and payable within 15 days after each month based on Buyer’s revenue receipts. The Royalty will continue until the Buyer has paid ILS a total of $25,000. The Buyer will provide Seller with a monthly accounting of the Royalty calculation. The First National Bank of McGregor holds a first lien on most of the Assets pursuant to a UCC‐1s filed on Dec. 7, 2017 and May 3, 2019. The Bank filed a proof of claim in the amount of $511,981. WHD Ventures, LLC purchased the Bank's note. Any and all liens upon the Assets will attach to any sales proceeds to the same extent and validity as existed prior to the Petition Date. The Debtor proposes to sell the Assets to the Buyer upon the following terms: a. No Contingencies; b. No brokerage fees or other costs of sale; c. The Buyer will assume and/or satisfy up to $75,000 of the note in the amount of $517,000 in principal and interest payable to WHD in full satisfaction of any liens against the Assets that are securing such note. WHD will retain the balance of the note along with any liens secured by any assets not included in the Assets as well as any guarantees; d. As additional consideration, Buyer agrees to pay ILS a royalty of $2 for each lab processing procedure as the revenue is collected by the Buyer. The $2 per procedure royalty will be due and payable within 15 days after each month based on Buyer’s revenue receipts. The Royalty will continue until the Buyer has paid ILS a total of $25,000. The Buyer will provide the Seller with a monthly accounting of the Royalty calculation; e. The Buyer accepts Assets in "as‐is" condition; f. Contingent upon Bankruptcy Court approval; and g. Sale must be free and clear of all liens, claims and interests. The proposed sale of the Assets will maximize the proceeds to be received by the ILS Bankruptcy estate. Time is of the essence to effectuate the proposed sale. ILS asks the Court waives the 14-day stay of order set forth in Bankruptcy Rule 6004(h) and order that the final relief requested in the Motion may be immediately available upon the entry of an order approving the sale of the Assets to a final purchaser. A copy of the APA is available at https://tinyurl.com/v34ohgf from PacerMonitor.com free of charge. About MyLabDFW and Integrated Lab Solutions MyLabDFW, LLC, owner of medical laboratory testing facilities, and its affiliate Integrated Lab Solutions, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-42920) on July 18, 2019. At the time of the filing, MyLabDFW reported zero assets and liabilities of $2,240,548. Integrated Lab Solutions was estimated to have assets of less than $50,000 and liabilities of less than $100,000. DeMarco Mitchell, PLLC, is the Debtors' counsel. MYLABDFW LLC: Pro-Tech Buying All Assets for $443K -------------------------------------------------- MyLabDFW, LLC, asks of the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of substantially all assets to Pro-Tech Precision Labs, LLC pursuant to their Asset Purchase Agreement. In exchange, the Buyer agrees that, subject to final court approval, it will assume the lease agreement with Waters as modified on terms mutually agreed upon between Waters and the Buyer for all the Water's equipment previously purchased by MyLab under a capital lease obligation. The total consideration to be paid to Waters by the Buyer under the new capital lease obligation is approximately $418,000. The Buyer will also pay MyLab $20,000 in cash at closing for all the remaining Assets except the accounts receivable, and $5,000 in cash at closing for all MyLab's accounts receivable. These parties assert a lien, claim, interest or encumbrance in the Assets: a. Origin Bank holds a first lien on the Assets pursuant to a UCC‐1 filed on Aug. 28, 2018. MyLab's bankruptcy schedules list the amount of Origin's claim against MyLab at approximately $2.2 million. b. Waters Technologies Corp. holds a purchase money security interest in a Waters Xevo TQD Systems and all associated hardware, software and maintenance agreements pursuant to the terms of a capital lease agreement with MyLab. Waters filed a proof of claim in the amount of $545,096. Any and all liens upon the Assets will attach to any sales proceeds to the same extent and validity as existed prior to the Petition Date. The Debtor proposes to sell the Assets to the Buyer upon the following terms: a. No Contingencies; b. No brokerage fees or other costs of sale; c. The Buyer agrees that, subject to final court approval, it will assume the lease agreement with Waters as modified on terms mutually agreed upon between Waters and Buyer for all the Water's equipment previously purchased by MyLab under a capital lease obligation. The total consideration lo be paid to Waters by Buyer under this new capital lease obligation is approximately $418,000. As a result of the Buyer entering into the new lease obligation with Waters, MyLab will be relieved of its remaining liability to Waters in its entirety; d. The Buyer will pay MyLab $20,000 in cash at closing for all the remaining Assets except the accounts receivable; e. The Buyer will pay MyLab $5,000 in cash at closing for all MyLab's accounts receivable; f. The Buyer accepts Assets in "as‐is" condition; g. Contingent upon Bankruptcy Court approval; and h. Sale must be free and clear of all liens, claims and interests. The proposed sale of the Assets will maximize the proceeds to be received by the MyLab Bankruptcy estate. Time is of the essence to effectuate the proposed sale. MyLab asks the Court waives the 14- day stay of order set forth in Bankruptcy Rule 6004(h) and order that the final relief requested in the Motion may be immediately available upon the entry of an order approving the sale of the Assets to a final purchaser. A copy of the APA is available at https://tinyurl.com/rbhwkdm from PacerMonitor.com free of charge. About MyLabDFW and Integrated Lab Solutions MyLabDFW, LLC, owner of medical laboratory testing facilities, and its affiliate Integrated Lab Solutions, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-42920) on July 18, 2019. At the time of the filing, MyLabDFW reported zero assets and liabilities of $2,240,548. Integrated Lab Solutions was estimated to have assets of less than $50,000 and liabilities of less than $100,000. DeMarco Mitchell, PLLC, is the Debtors' counsel. NAVISTAR INT'L: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+ -------------------------------------------------------------- Egan-Jones Ratings Company, on January 31, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Navistar International Corporation to B+ from B. Headquartered in Lisle, Illinois, Navistar International Corporation (formerly International Harvester Company) is an American holding company that owns the manufacturer of International brand commercial trucks, IC Bus school, and commercial buses, Workhorse brand chassis for motor homes and step vans, and is a private-label designer and manufacturer of diesel engines for the pickup truck, van, and SUV markets. The company is also a provider of truck and diesel engine parts and service. NEUROMETRIX INC: Has $3.8MM Net Loss for Year Ended Dec. 31, 2019 ----------------------------------------------------------------- NeuroMetrix, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss applicable to common stockholders of $3,773,014 on $9,272,522 of revenues for the year ended Dec. 31, 2019, compared to a net income applicable to common stockholders of $23,605 on $16,090,138 of revenues for the year ended in 2018. The audit report of Moody, Famiglietti, & Andronico, LLP, states that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $6,893,686, total liabilities of $4,363,452, and stockholders' equity of $2,530,234. A copy of the Form 10-K is available at: https://is.gd/MHDoy7 NeuroMetrix, Inc., a healthcare company, develops and markets products for the detection, diagnosis, and monitoring of peripheral nerve and spinal cord disorders. The Company develops wearable neuro-stimulation therapeutic devices and point-of-care neuropathy diagnostic tests to address chronic health conditions, including chronic pain, sleep disorders, and diabetes. It operates in the United States, Europe, Japan, China, the Middle East, and Mexico. The Company has a strategic collaboration with GlaxoSmithKline. NeuroMetrix, Inc. was founded in 1996 and is headquartered in Waltham, Massachusetts. NRP LEASE HOLDINGS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 cases of NRP Lease Holdings LLC and its affiliates, according to court dockets. About NRP Lease Holdings NRP Lease Holdings, LLC and its debtor-affiliates are privately held companies based in Jacksonville Beach, Fla. NRP Lease Holdings and its affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-04607) on Dec. 5, 2019. The petition was signed by Henry P. Woodburn III, manager. At the time of filing, NRP Lease and Adventure Holdings were each estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. Richard R. Thames, Esq., at Thames Markey & Heekin, P.A., is the Debtors' counsel. O'LINN SECURITY: March 3 Disclosure Statement Hearing Set --------------------------------------------------------- March 3, 2020, at 1:30 pm in 3420 Twelfth Street, Riverside Bankruptcy Court, Riverside, CA 92501 is the hearing where the Court will consider the adequacy of the information contained in the proposed Original Disclosure Statement describing the Original Chapter 11 Plan of debtor O'Linn Security Incorporated. Local Bankruptcy Rule 3017-1 provides that any objection must be filed and served on the proponent not less than 14 days before the hearing, unless otherwise ordered by the Court. A full-text copy of the notice dated January 16, 2020, is available at https://tinyurl.com/tcjvpo2 from PacerMonitor.com at no charge. The Debtor is represented by: THE FOX LAW CORPORATION, INC. Steven R. Fox, SBN 138808 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818)774-3545 Fax: (818)774-3707 E-mail: srfox@foxlaw.com About O'Linn Security O'Linn Security Incorporated sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-17085) on Aug. 13, 2019, estimating both assets and liabilities of less than $1 million. The case is assigned to Judge Scott C. Clarkson. Steven R. Fox, Esq., and W. Sloan Youkstetter, Esq., at The Fox Law Corporation, Inc., serve as the Debtor's counsel. OAKLEY GRADING: Trustee Proposes Auction of Remaining Equipment --------------------------------------------------------------- Theo D. Mann, the Chapter 11 trustee for Oakley Grading and Pipeline, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to shorten time for consideration of and schedule an expedited hearing on his proposed sale of its remaining pieces of equipment belonging to the Debtor's estate via a public online auction conducted by Ritchie Bros. Auctioneers (America) Inc. via the Iron Planet online auction platform. The sale will be free and clear of all liens, claims, encumbrances and interests. On May 22, 2019, the Trustee filed a Motion to Sell ("Second Sale Motion"), which the Court granted on June 19, 2019. The Sale Motion contains the same terms as the First and Second Sale Motion and proposes to have Ritchie Bros. sell the remaining equipment owned by Debtor. The Court will be hearing other matters in the case on Jan. 8, 2020. The next available hearing date is Feb. 12, 2020. The Trustee asks the entry of an order shortening the applicable notice periods and allowing a hearing on the Sale Motion to be heard at the Jan. 8, 2020 hearing. Given that the proposed auction is scheduled to occur prior to the date of the next available hearing, the Trustee submits that a prompt hearing to consider the relief requested in the Sale Motion is necessary. About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for Debtor. The trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. OELWEIN HEALTHCARE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on Jan. 30, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Oelwein Community Healthcare Foundation. About Oelwein Community Oelwein Community Healthcare Foundation is a non-profit group that provides health care services. It is the owner of a real property located at 2405 Rock Island Road, Oelwein, Iowa, having an appraised value of $3.97 million. Oelwein Community filed for Chapter 11 bankruptcy protection (Bankr. N.D. Iowa Case No. 19-01726) on Dec. 10, 2019. In the petition signed by W. Wayne Saur, president, the Debtor reported $4,024,812 in assets and $7,750,439 total liabilities. The Debtor is represented by Ronald C. Martin, Esq., at Day Rettig Martin, P.C. OMNI BAY COLONY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Omni Bay Colony, L.P. 160 Lookout Ridge c/o Omni G.P., LLC, General Partner Georgetown, TX 78626 Business Description: Omni Bay Colony, L.P. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 3, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-10178 Judge: Hon. Christopher H. Mott Debtor's Counsel: Ron Satija, Esq. HAJJAR PETERS LLP 3144 Bee Caves Rd Austin, TX 78746-5560 Tel: (512) 637-4956 E-mail: rsatija@legalstrategy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Drew Hall, executive V.P. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/PKqhUo OPEN TEXT: Moody's Rates New $1.6BB Senior Notes Ba2 ---------------------------------------------------- Moody's Investors Service affirmed Open Text Corp.'s Ba1 Corporate Family Rating, and assigned a Ba2 rating to the proposed $1.6 billion of new senior notes. The SGL-1 speculative grade liquidity rating is unchanged. The rating outlook is stable. Open Text will primarily use net proceeds from the debt issuance to repay outstanding revolver borrowings and refinance $800 million of senior notes due 2023. RATINGS RATIONALE The proposed refinancing will enhance Open Text's liquidity and modestly increase leverage. Pro forma for the refinancing and including Moody's estimates of the full year of the Carbonite's EBITDA, Open Text's total debt to EBITDA (Moody's adjusted) will be approximately low 3x. Open Text completed the acquisition of Carbonite on December 24, 2019, which was financed with cash and revolver borrowings. The affirmation of the Ba1 CFR reflects Open Text's good operating scale, leading position in the large Enterprise Information Management (EIM) software market, a high proportion of recurring revenues, and strong EBITDA margins. But Open Text faces strong competition and many of its product segments are mature. The company continues to adapt to the ongoing shift toward cloud computing and subscription-based software purchases. Moody's expects organic revenue growth in the low single digits over the next 12 to 18 months driven by growth in cloud services. The rating incorporates Open Text's acquisitive history and reliance on acquisitions to sustain growth. The company has a strong track record of integrating acquisitions and growing profitability and operating cash flow. The stable ratings outlook reflects Moody's expectation that Open Text will maintain balanced financial policies, including very good liquidity and managing leverage in 3x to 3.5x range (Moody's adjusted). Moody's expects free cash flow (after dividends) in the mid-teens percentages of total adjusted debt over the next 12 to 18 months. The SGL-1 speculative grade liquidity rating reflects Open Text's very good liquidity with $675 million of cash balances, access to an undrawn $750 million revolving credit facility after the refinancing and Moody's estimates of about $600 million in free cash flow over the next 12 months. Given Open Text's moderately high leverage, acquisitive growth strategy and weak organic growth profile, Moody's does not expect a rating upgrade over the next 12 to 24 months. The ratings could be upgraded over time if Open Text generates sustained organic growth in the mid-single digit rates and demonstrates a commitment to more conservative financial policies such that total debt to EBITDA (Moody's adjusted) is sustained below 3x, incorporating potential for acquisitions. Conversely, the rating could be downgraded if Open Text pursues a large acquisition that results in significant increase in leverage and integration risk, or changes in financial policies or operating challenges cause total debt to EBITDA (Moody's adjusted) above mid 3x and free cash flow to total debt ratio below mid-teens percentages on a sustained basis. The new senior notes are being issued at Open Text Corporation (the "Parent") and its wholly owned indirect subsidiary Open Text Holdings Inc. Both senior notes are rated Ba2 and will be guaranteed on a senior unsecured basis by the Parent and the Parent's wholly-owned subsidiaries that borrow or guarantee the obligations under the Parent's existing senior secured credit facilities. Assignments: Issuer: Open Text Corp. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) Issuer: Open Text Holdings Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) Outlook Actions: Issuer: Open Text Corp. Outlook, Remains Stable Issuer: Open Text Holdings Inc. Outlook, Assigned Stable Affirmations: Issuer: Open Text Corp. Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Secured Bank Credit Facility, Affirmed Baa2 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Upgraded to (LGD4) from (LGD5) Open Text Corporation is a leading provider of Enterprise Information Management software and services that support digital initiatives of its customers. The principal methodology used in these ratings was Software Industry published in August 2018. PA CO-MAN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Pa Co-Man, Inc. 100 Fleet Street, Suite 201 Pittsburgh, PA 15220 Business Description: Pa Co-Man, Inc. manufactures snack food products. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 20-20422 Debtor's Counsel: Robert O Lampl, Esq. ROBERT O LAMPL LAW OFFICE Benendum Trees Building 223 Fourth Avenue, 4th Floor Pittsburgh, PA 15222 Tel: 412-392-0330 E-mail: rlampl@lampllaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Peter Tsudis, 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/6t8ksp PANTHERA ENTERPRISES: Seeks More Time to File Chapter 11 Plan ------------------------------------------------------------- Panthera Enterprises, LLC asked the U.S. Bankruptcy Court for the Northern District of West Virginia to extend the exclusivity period to file a Chapter 11 plan to March 13 and the period to solicit acceptances for the plan to May 10. The company's current exclusive filing period expired on Jan. 13 while it can solicit acceptances for the plan until March 11. About Panthera Enterprises Panthera Enterprises, LLC, formerly known as TENX Group LLC, provides electrical work and services. Based in Old Fields, W.Va., Panthera Enterprises filed for Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 19-00787) on Sept. 13, 2019, listing between $10 million and $50 million in assets and liabilities. Judge Patrick M. Flatley oversees the case. The Debtor is represented by Robert S. Bernstein, Esq. at Bernstein-Burkley, P.C. POET TECHNOLOGIES: Completes Optical Interposer Dev. Project ------------------------------------------------------------ POET Technologies Inc. announced updates related to multiple recent developments across the Company. In January, POET completed its proof of concept project with its existing North American-based networking customer. As previously announced, POET received orders in 2018 from this customer to provide initial device prototypes of its Optical Interposer platform to systematically address specific integration requirements under a paid development program. At its Annual General Meeting in September, the Company disclosed that it had successfully completed all but one of an eight-step project and that it expected to complete the final milestone by the end of 2019. POET recently completed this final deliverable and is now engaged in follow-on discussions aimed at products to be designed, qualified and incorporated into the customer's product portfolio. "The low loss coupling of light from a laser into our waveguides (which are additionally configurable as Coarse Wavelength Division Multiplexing (CWDM) multiplexers or de-multiplexers) through passive wafer scale placement techniques and then into fiber demonstrates the complete functionality of the Optical Interposer platform technology. Moreover, we believe our wafer scale integrated athermal CWDM filters represent an industry first," commented Dr. Suresh Venkatesan, chairman & CEO. "With optical losses at a fraction of that of other materials, our waveguides and filters enable the fabrication, assembly and testing of integrated optical engines at wafer-scale, providing maximum flexibility across a broad range of applications, from datacom to co-packaged optics." Additionally, the Company provided an update regarding the remaining payments related to the sale of its Singapore-based subsidiary, DenseLight. POET negotiated a delay in the payment schedule from the Buyer, due in part to an unrelated third-party expressing interest in acquiring DenseLight in late December. The payment of Tranche 1, which occurred in November, transferred a 30% interest in DenseLight to the Buyer, with the remaining 70% going into escrow. Over the past several weeks, POET negotiated with the Buyer to split Tranche 2 into two parts, with 2a due at the end of January and 2b due at the end of February. The Tranche 2a payment of US$4.75 million will initiate the transfer of an additional 19% of DenseLight shares from escrow to the Buyer (bringing the total to 49%), while the 2b payment of US$8.25 million will transfer an additional 32% (for a total of 81%). The final Tranche 3 payment of US$5 million for the remaining 19% is due at the end of May. The unrelated third party continues to be in confidential discussions with all parties to participate in the current transaction. Responding to the coronavirus outbreak, the PRC government has extended the Lunar New Year holiday to February 2 (February 9 in Shanghai) resulting in the closure of all government offices. Once reopened and final approval is received for the Overseas Direct Investment (ODI) applications previously underway, POET expects immediate disbursement of the 2a payment. Receipt of the 2b payment is anticipated to be delayed beyond February due to the extended holiday's disruption of the ODI application process. Furthermore, the Company announced the appointments of James Lee as vice president & general manager of POET Technologies, Pte. Ltd., the Company's recently opened Singapore-based subsidiary, and Edward Cornejo, Vice President of Technical Marketing. Lee came to POET from IMEC in Belgium, where he was vice president of Logic Technology. Previously, he held increasingly responsible positions over a 19-year career with GLOBALFOUNDRIES. Cornejo has over 30 years of experience in the optical components industry in senior marketing and engineering roles at Lucent, OpNext (now Lumentum), and MACOM. POET Technologies will be hosting analysts and strategic partners in conjunction with the Optical Fiber Communications (OFC) Conference & Exhibition on March 8 – 12 in San Diego, California. About POET Technologies POET Technologies -- http://www.poet-technologies.com/-- is a developer and manufacturer of optical light source products for the sensing and data communications markets. Integration of optics and electronics is fundamental to increasing functional scaling and lowering the cost of current photonic solutions. POET believes that its approach to hybrid integration of devices, utilizing a novel dielectric platform and proven advanced wafer-level packaging techniques, enables substantial improvements in device cost, efficiency and performance. Optical engines based on this integrated approach have applications ranging from data centers to consumer products. POET is headquartered in Toronto, with operations in Ottawa, Silicon Valley, the United Kingdom, and Singapore. POET reported net losses of US$16.32 million in 2018, US$12.80 million in 2017, and US$13.22 million in 2016. As of Sept. 30, 2019, the Company had US$26.37 million in total assets, US$11.53 million in total liabilities, and US$14.84 million in shareholders' equity. Marcum LLP, in New Haven, CT, the Company's auditor, issued a "going concern" qualification in its report dated April 29, 2019, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PREMIER ON 5TH: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Premier on 5th, LLC as of Jan. 29, 2020, according to a court docket. About Premier on 5th Premier on 5th, LLC, owns in fee simple a real property in Sarasota, Fla. Premier on 5th sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-12098) on Dec. 27, 2019. At the time of the filing, the Debtor disclosed $1,195,000 in assets and $494,132 in liabilities. Timothy W. Gensmer, P.A., is the Debtor's legal counsel. PUERTO RICAN PARADE: Liquidating Plan Has 100% for Creditors ------------------------------------------------------------ Puerto Rican Parade Committee of Chicago, Inc., filed a Second Amended Plan of Liquidation and a Disclosure Statement. According to Second Amended Disclosure Statement, at the time of distribution, the following claims shall be paid in the following order as long as funds are not exhausted: (1) Administrative Claims including fees of the United States Trustee and the Debtor's counsel; (2) The Court Ordered Secured Claim of Carmen Martinez as provided in the final order in Adversary 19 A 30 in the amount of $369,237; (3) The Court Ordered Secured Claim of Chicago Running & Special Events Management Inc. as provided in the final order in Adversary 19 A 32 in the amount of $35,000; (4) the priority claim of the Internal Revenue Service ($1,556.13); and (5) General Unsecured Claims ($103,086.80). These payments total $503,879.93. Besides payment to the United States Trustee of $8,000 (estimate) through the first quarter of 2020, litigation costs regarding court reporters to SmithAmundsen LLC of $3,500 and Spanish interpreter fees of approximately $1,000 the only remaining expense of the estate is the Debtor's counsel attorney fees which will be done by Motion. It is anticipated that based on the above any excess funds available in this Bankruptcy Estate will be paid to the Illinois Attorney General's State Projects and Court Ordered Distribution Fund, to be placed in an interest-bearing account and held therein for distribution to such bona fide registered Illinois charitable organization(s) relating to the Puerto Rican culture and/or heritage, as the Illinois Attorney General, in the Illinois Attorney General's sole discretion, shall select. In summary, the Debtor proposes to pay the allowed claims (by agreement with these creditors). The Plan also proposes to pay Administrative Claims, Secured Claims (after entry of a final order by the Court), the Internal Revenue Service and all allowed Unsecured Claims in full. All distributions under the Plan will be made from the $622,803.03 currently being held in trust as a result of the sale of real estate and any additional funds that are paid to the Debtor as a result of litigation. A full-text copy of the Second Amended Disclosure Statement dated Jan. 22, 2020, is available at https://tinyurl.com/qo5xkr8 from PacerMonitor.com at no charge. The Debtor's counsel: Paul M. Bach Penelope N. Bach Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808 About Puerto Rican Parade Committee Puerto Rican Parade Committee of Chicago, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-03480) on Feb. 6, 2017. In the petition signed by Angel Medina, president, the Debtor estimated assets of less than $1 million. The case is assigned to Judge Carol A. Doyle. Paul M. Bach, Esq., and Penelope N. Bach, Esq., at the Bach Law Offices, serve as the Debtor's bankruptcy counsel. PURDUE PHARMA: Exclusivity Period Extended to July 13 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended the exclusive periods for Purdue Pharma L.P. and its affiliates to file a Chapter 11 plan and solicit acceptances for such plan to July 13 and Sept. 9, respectively. About Purdue Pharma L.P. Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A. represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. QUALITY REIMBURSEMENT: Seeks More Time to Exclusively File Plan --------------------------------------------------------------- Quality Reimbursement Services, Inc. asked the U.S. Bankruptcy Court for the Central District of California to extend to April 10 the period during which only the company can file a Chapter 11 plan, and to June 9 the period during which it has the exclusive right to solicit acceptances for the plan. Quality Reimbursement filed its plan of reorganization and disclosure statement on Jan. 31. The company said it expects its creditors to support the plan. About Quality Reimbursement Services Quality Reimbursement Services, Inc. -- http://www.qualityreimbursement.com/-- has been reviewing Medicare and Medicaid cost reports for more than 12 years. Its corporate office is located in Arcadia (CA). The company also has offices located in Birmingham, Ala.; Scottsdale, Ariz.; Los Angeles, Calif.; Colorado Springs, Colo.; Jacksonville, Fla.; Chicago, Ill.; Detroit and Shelby Township, Mich.; Guttenberg, N.J.; Dallas/Fort Worth, Texas; and Spokane, Wash. Quality Reimbursement Services filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-20918) on Sept. 13, 2019. In the petition signed by James C. Ravindran, president and chief executive officer, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Julia W. Brand oversees the case. Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, represents the Debtor. The Office of the U.S. Trustee appointed a committee of unsecured creditors in the Debtor's case on Oct. 22, 2019. The committee hired Buchalter, a Professional Corporation, as its legal counsel. QUORUM HEALTH: OHA Strategic, et al. Have 1.9% Stake as of Dec. 31 ------------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, these entities and individuals reported that as of Dec. 31, 2019, they beneficially own 621,270 shares of common stock of Quorum Health Corporation, which represents 1.89 percent of the shares outstanding: * OHA Strategic Credit Master Fund II, L.P. * OHA Strategic Credit II GenPar, LLC * OHA Global PE GenPar, LLC * OHA Global PE MGP, LLC * Oak Hill Advisors, L.P. * OHA (UK) LLP * Oak Hill Advisors GenPar, L.P. * Oak Hill Advisors MGP, Inc. * Glenn R. August A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/KOYRVp About Quorum Health Headquartered in Brentwood, Tennessee, Quorum Health -- http://www.quorumhealth.com/-- is an operator of general acute care hospitals and outpatient services in the United States. As of Sept. 30, 2019, the Company owned or leased 24 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,038 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company's net operating revenues are attributable to its hospital operations business. The Company's headquarters are located in Brentwood, Tennessee, a suburb south of Nashville. Shares in Quorum Health Corporation are traded on the NYSE under the symbol "QHC." More information about the Company can be found on its website at www.quorumhealth.com. Quorum Health incurred net losses attributable to the Company of $200.24 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of Sept. 30, 2019, Quorum Health had $1.52 billion in total assets, $1.72 billion in total liabilities, $2.27 million in redeemable noncontrolling interest, and a total deficit of $203.36 million. * * * As reported by the TCR on Nov. 19, 2019, S&P Global Ratings lowered the issuer credit rating on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC-' from 'CCC'. The downgrade follows the company's revision of guidance due to the deterioration in revenue-cycle management ahead of the transition to R1 RCM, a slower-than-expected pace of divestitures, and greater prospects for a covenant violation and possible debt restructuring. Moody's Investors Service downgraded the ratings on Quorum Health Corporation, including the Corporate Family Rating to Caa2 from B3, the TCR reported on Nov. 21, 2019. The downgrade of the CFR reflects growing uncertainty as to whether Quorum's divestiture plan will be completed in the months ahead and when the company's earnings will rebound. REMNANT OIL: Hires Modrall Sperling as Special Counsel ------------------------------------------------------ Remnant Oil Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Modrall Sperling, LLP, as special counsel to the Debtors. Remnant Oil requires Modrall Sperling to assist the Debtors in reviewing the proposed sale of certain assets located in New Mexico, and provide legal advice as to New Mexico law relating to such sale. The Firm will not provide any advice regarding bankruptcy related issues. Modrall Sperling will be paid at these hourly rates: Earl DeBrine $475 Chris Killion $360 Haley Adams $275 Lance Hough $275 Modrall Sperling will be paid a retainer in the amount of $5,000. The Debtors owe the Firm $64,202.91 for prepetition services. The Firm timely filed a proof of claim against the Debtors in connection with the prepetition amounts outstanding. The Debtors also owe the Firm $5,009.72 for postpetition services rendered. Modrall Sperling will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher H. Killion, a partner at Modrall Sperling, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Modrall Sperling can be reached at: Christopher H. Killion, Esq. MODRALL SPERLING, LLP 500 Fourth Street NW, Suite 1000 Albuquerque, NM 87102 Tel: (505) 848-1800 About Remnant Oil Company Remnant Oil Company, LLC -- https://www.remnantoil.com/ -- was formed specifically to acquire and exploit conventional oil and gas assets within the Permian Basin. Remnant Oil Operating currently owns and operates 480 wells and a leasehold portfolio of 47,162 gross acres in Eddy, Lea, and Chaves counties, New Mexico. Remnant subdivides this leasehold into two groups of properties: the Caprock properties and the non-Caprock properties. Remnant Oil Company and Remnant Oil Operating filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-70106) on July 16, 2019. The petitions were signed by CEO E. Will Gray II. At the time of the filing, Remnant Oil Company was estimated to have $10 million to $50 million in both assets and liabilities while Remnant Oil Operating was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Bernard R. Given, II, Esq., at Loeb & Loeb LLP, serves as the Debtors' bankruptcy bankruptcy counsel; and Modrall Sperling, LLP, is special counsel. RICARDO RODRIGUEZ: Son Buying Laredo Office Property for $250K -------------------------------------------------------------- Ricardo Rodriguez and Dianna G. Rodriguez ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of two office spaces more particularly described as Units 100 and 101, Building B, McPherson Professional Park Condos, and a 9.615% undivided interest in the common elements of Lots 13-18, Vista Hermosa Subdivision, City of Laredo, Webb County, Texas, located at 5411 McPherson, Laredo, Texas, to Ricardo Rodriguez, Jr., or his assigns for $250,000. Objections, if any, must be filed within 21 days from the Motion service. On the petition date, the Debtors owned three pieces of real estate consisting of: (1) their home at 410 St. James, Laredo, Texas, 78045; (2) a house at 1608 Ebony, Pharr, Texas; and (3) the Office Property. The Office Property was used pre-petition and during the Chapter 11 case by Mr. Rodriguez as an office for his insurance brokers business. Unit 100 has a county assessed value of $156,000. Unit 101 has a county assessed value of $149,640. The secured creditor is Plains Capital Bank. Their lien on the offices is approximately $36,414. The Debtors are unaware of any liens on the Property other than the mortgage lien to Plains Capital Bank and possibly unpaid ad valorem property taxes. The Debtors have asked their son, the Purchaser, to purchase the offices. He has agreed to do this for a purchase price of $250,000. Mr. Rodriguez Jr., has applied for a bank a loan to fund the purchase price. The bank is in the process of having an appraisal performed on the Property. Mr. Rodriguez Jr. has the resources to make a sufficient down payment for the sale to close for the $250,000 purchase price irrespective of whatever the Bank's appraisal justifies as a loan for the purchase of the Property. Mr. Rodriguez Jr. realizes the need to help his parents resolve their financial problems and plans to close on the property within 30 days of the Court signing the proposed order on the Motion. The sale will be made free and clear of all liens, claims, interests and encumbrances. The Debtors also ask authority to pay certain closing expenses and fees from the sales proceeds. Any unpaid liens, claims, interests and encumbrances will attach to the sale proceeds in their existing state and priority and subject to all defenses thereto. Except for the foregoing, the sale will be made "as is, where is" with no representations or warranties of any kind. The Debtors ask authority to pay the estate's share of any closing expenses in connection with the sale. These expenses include (i) outstanding ad valorem taxes due on the Property for 2019 and a pro-rated amount for 2020; (ii) the costs of a title policy; and (iii) any miscellaneous expenses/charges incident to closing the sale; and (iii) payment of the Plains Capital Mortgage lien. All other proceeds will be held pending further Court order. Ricardo Rodriguez and Dianna G. Rodriguez sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-50126) on Aug. 13, 2018. The Debtor tapped Carl Michael Barto, Esq., at Law Office of Carl M. Barto as counsel. RICHLAND FARMS: Selling Personal Property for $99K -------------------------------------------------- Richland Farms Partnership and Richland Farms, Inc. filed with the U.S. Bankruptcy Court for the District of Minnesota a notice of its proposed sale of the following personal property: (i) JD 2210 Field Cultivator, Serial No. 1N02210XKD0755357, to Nick Intermill for $40,000, and (ii) JD 1990 Drill to Steve Rodke for $58,750. The Debtor is the current record owner of the Assets and the Assets are property of the bankruptcy estate. It believes the assets may be subject to security interests, including the blanket security interest asserted by Plains Commerce Bank. The equipment is also subject to the purchase of money security interest of John Deere. The Debtor seeks authority to sell the personal property free and clear of all such security interests. The liens of the holders of such security interests and leases will retain their priority, and to the same extent as enjoyed by the secured creditors prior to the Petition Date. The proceeds of the liquidation of the assets will be distributed, after the payment of the costs and expenses of sale, to the holders of secured claims against such assets, if any, in accord with applicable non-bankruptcy law. The farm equipment to be sold is fully secured and the sales proceeds will be paid to John Deere Credit with excess paid to Plains Commerce Bank. It is believed the creditors with interest is the collateral agrees to the sale. The Debtor has sent the notice to all the counsel of record in the case, all scheduled creditors in the case, all parties entitled to notice under Local Rule 9013-3, and all other known parties with an interest in the matter. If testimony is required, the following parties may be called to testify at the hearing on the Motion regarding the facts set forth: Lisa Sixta and Randy Sixta. The Debtor asks the Court for an order (a) authorizing the sale of the Assets free and clear of all liens, encumbrances, and other interests, (b) waiving the 14-day stay of the Order otherwise required under Fed. R. Bankr. P. 6004(h) to make the Order effective immediately, and (c) for such other and further relief as the Court deems just and equitable. A hearing on the Motion is set for Jan. 29, 2020 at 11:00 a.m. About Richland Farms Partnership Richland Farms Partnership is a privately held company in the crop farming business. Richland Farms Partnership and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (jointly administered under Bankr. D. Minn. Case No. 19-30153) on Jan. 18, 2019. At the time of the filing, the Debtors were estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. The cases are assigned to Judge Katherine A. Constantine. Robert L. Russell, Attorney at Law and Ahlgren Law Office, PLLC, serve as the Debtors' counsel. RIVERBEND ENVIRONMENTAL: Hires Harper Rains as Accountant --------------------------------------------------------- Riverbend Environmental Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Harper Rains Knight & Company, P.A., as accountant to the Debtor. Riverbend Environmental requires Harper Rains to: a. assume primary responsibility for the filing of necessary tax returns; b. prepare monthly operating reports; and c. provide other general accountant services as the Debtor may require from time-to-time. Harper Rains will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen Smith, partner of Harper Rains Knight & Company, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harper Rains can be reached at: Stephen Smith HARPER RAINS KNIGHT & COMPANY, P.A. 1052 Highland Colony Parkway, Suite 100 Ridgeland, MS 39157 Tel: (601) 605-0722 Fax: (601) 605-0733 About Riverbend Environmental Services Riverbend Environmental Services, LLC, based in Fayette, MS, sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 19-03828) on Oct. 25, 2019. In the petition signed by Jackie McInnis, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Katharine M. Samson oversees the case. Craig M. Geno, Esq., of the Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel to the Debtor. Watkins & Eager, PLLC is special counsel. ROBERT M. RYCE, SR: Donating Maysville Property to Church --------------------------------------------------------- Robert Michael Ryce, Sr. asks the U.S. Bankruptcy Court for the District of Maryland to authorize him to donate the real property and improvements known as 374 and 375 Possum Hollow Road, Maysville, West Virginia to The Local Board of Trustees of the Petersburg Church of God. The Debtor listed in his bankruptcy schedules that he owned both the Properties, as tenants by the entireties with his non-filing spouse. He listed the value of 374 as $69,000 and the value of 375 as $35,000 in his schedules. Both 374 and 375 have been listed for sale since the Debtor's case was filed. The Debtor has not had any offers to purchase either one of the Possom Hollow properties, in spite of the fact that he significantly reduced the listing price for the sale of the properties. Both 374 and 375 have been vacant since the Debtor filed the case. There are no liens on either of the Properties. As long as the Debtor and his non-filing spouse own the Properties they are required to pay real property taxes, in the approximate annual amount of $1,800, insurance, in the approximate annual amount of $1,500 and lawn maintenance, in the approximate annual amount of $1,600. In addition, the Properties require, and will require, maintenance in order to prevent them from falling into a state of complete and total disrepair. The Properties are in West Virginia and the Debtor, as well as his non-filing spouse, do not have the ability to travel to West Virginia on any regular basis to check on the Properties. It is their desire to divest themselves of these properties so as to avoid the continued cost of ownership. The Debtor reached out to The Petersburg Church of God, located at 13 Myrtle Avenue, Petersburg, West Virginia, with regard to whether they may have an interest in receiving a gift of the Properties. The Church has agreed, subject to the approval of the Court, to accept both 374 and 375 as a gift. The Debtor will receive a significant tax benefit for the gift of these Properties to the Church. Neither the Debtor, nor his non-filing spouse have any relationship to the Church. It appears from the documents prepared in anticipation of making the gift, that the Properties are actually owned by the Ryce Living Trust, which is a revocable trust created by trust agreement executed June 29, 2000, Robery M. Ryce and Doris E. P. Ryce as Trustees. The Debtor has obtained loan modifications for all properties for which there were arrears with the exception of one, that being the real property and improvements known as 5590 Smallwood Church Road, Indian Head, Maryland 20640. Their plan payments are solely going to cure the arrears on this property. Pursuant to the Debtor's scheduled, the value of his assets, less the Properties at issue, are valued at over $1 million more than his liabilities. There will be no prejudice to creditors if the Debtor's Motion to donate the Properties is granted. Other than the tax benefit from the donation, neither the Debtor nor his non-filing spouse, will receive any benefit from the donation. It is in their best interest, and the Debtor's Estate if the relief requested is granted. Objections, is any, must be filed within 21 days from the date the Motion was served. Robert Michael Ryce, Sr. sought Chapter 11 protection (Bankr. D. Md. Case No. 15-25505) on Nov. 8, 2015. The Debtor's Chapter 11 plan was confirmed on June 29, 2017. RUBY'S DINER: Plan Settlement Reached With Pillsbury Winthrop ------------------------------------------------------------- Ruby's Diner, Inc., et al., and affiliate Ruby's Franchise Systems, Inc., submitted a Third Amended Joint Disclosure Statement to, among other things, incorporate a settlement with Pillsbury Winthrop Shaw Pittman LLP. The Plan now has the support of the major constituencies in the Chapter 11 Cases Pursuant to the Pillsbury Settlement, as set forth in Section VI.E.9 herein and Article VI.I of the Plan, certain of the Pillsbury Claims shall be Allowed and treated as Unsecured Claims, each in the amount of $658,096, as follows: Ruby's Huntington Beach (Class 11(c)(i) - Proof of Claim No. 8), Ruby's Oceanside (Class 11(c)(ii) - Proof of Claim No. 8), Ruby’s Palm Springs (Class 11(c)(iii) - Proof of Claim No. 8) and SoCal Diners (Class 11(c)(v) - Proof of Claim No. 11)). In accordance with the Pillsbury Settlement, Pillsbury will be paid the amount of $300,000 on the Effective Date of the Plan from the distributions on account of its Allowed Unsecured Claims against the HOP Restaurant Entities and SoCal Diners, with the difference to come from the Effective Date payment to the RDI Professionals. The Pillsbury Claims filed against RDI (Proof of Claim No. 176) and SoCal Diners (Proof of Claim No. 12) shall be waived. Any claims held by Pillsbury against the D&Os in connection with the sale of the Laguna Beach restaurant shall be assigned to the RDI Professionals The Plan Proponents anticipate that the Effective Date will be on or about March 8, 2020. The Plan treats unsecured claims as follows: * Class 11(c)(i) - The Allowed General Unsecured Claims against Ruby's Huntington Beach are designated as Class 11(c)(i). The Allowed General Unsecured Claims against Ruby's Huntington Beach will be paid the total amount of $113,118.78 (the "Huntington Beach Unsecured Distribution Amount"), on a pro rata basis, on the Effective Date of the Plan. Allowed General Unsecured Claims against Ruby's Huntington Beach shall also be entitled to a pro rata share of any distributions to which Ruby's Huntington Beach is entitled to on account of its Allowed Class 11(a) Claim against RDI. Class 11(c)(i) includes the Allowed US Foods Unsecured Claims against Ruby's Huntington Beach as provided by the US Foods Settlement. and the Allowed Unsecured Claim of Pillsbury as provided by the Pillsbury Settlement. Based on Ruby's Huntington Beach's estimate as to the ultimate allowability of the Class 11(c)(i) Claims, the percentage distribution to the holders of Allowed Class 11(c)(i) Claims is estimated to be approximately 9%, plus any pro rata share of any distributions that may be made to the holders of Allowed Class 11(a) Claims. * Class 11(c)(ii) - The Allowed General Unsecured Claims against Ruby's Oceanside are designated as Class 11(c)(ii). The Allowed General Unsecured Claims against Ruby's Oceanside will be paid the total amount of $62,397.43 (the "Oceanside Unsecured Distribution Amount") on a pro rata basis, on the Effective Date of the Plan. Allowed General Unsecured Claims against Ruby's Oceanside shall also be entitled to a pro rata share of any distributions to which Ruby's Oceanside is entitled to on account of its Allowed Class 11(a) Claim against RDI. Class 11(c)(ii) includes the Allowed US Foods Unsecured Claims against Ruby's Oceanside as provided by the US Foods Settlement and the Allowed Unsecured Claim of Pillsbury as provided by the Pillsbury Settlement. Based on Ruby's Oceanside's estimate as to the ultimate allowability of the Class 11(c)(ii) Claims, the percentage distribution to the holders of Allowed Class 11(c)(ii) Claims is estimated to be approximately 5.2%, plus any pro rata share of any distributions that may be made to the holders of Allowed Class 11(a) Claims. * Class 11(c)(iii) - The Allowed General Unsecured Claims against Ruby's Palm Springs are designated as Class 11(c)(iii). The Allowed General Unsecured Claims against Ruby's Palm Springs will be paid the total amount of $24,413.78 (the "Palm Springs Unsecured Distribution Amount"), on a pro rata basis, on the Effective Date of the Plan. Allowed General Unsecured Claims against Ruby's Palm Springs shall also be entitled to a pro rata share of any distributions to which Ruby's Palm Springs is entitled to on account of its Allowed Class 11(a) Claim against RDI. Class 11(c)(iii) includes the Allowed US Foods Unsecured Claims against Ruby’s Palm Springs as provided by the US Foods Settlement and the Allowed Unsecured Claim of Pillsbury as provided by the Pillsbury Settlement. Based on Ruby's Palm Spring's estimate as to the ultimate allowability of the Class 11(c)(iii) Claims, the percentage distribution to the holders of Allowed Class 11(c)(iii) Claims is estimated to be approximately 2.2%, plus any pro rata share of any distributions that may be made to the holders of Allowed Class 11(a) Claims. A full-text copy of the Third Amended Joint Disclosure Statement dated Jan. 6, 2020, is available at https://tinyurl.com/yeew8ttf from PacerMonitor.com at no charge. Attorneys for Ruby’s Diner, Inc.: William N. Lobel PACHULSKI STANG ZIEHL & JONES LLP 650 Town Center Drive, Suite 1500 Costa Mesa, California 92626 Telephone: (714) 384-4740 Facsimile: (714) 384-4741 E-mail: wlobel@pszjlaw.com About Ruby's Diner Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc., along with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, RDI was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. Ruby's Franchise Systems, Inc., the creator of Ruby's Diner, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-13324) on Sept. 6, 2018, estimating less than $50,000 in assets and $1 million to $10 million in liabilities. The RDI Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. The RDI Debtors retained Donlin Recano & Company, Inc., as their claims, noticing and balloting agent. RFS tapped Theodora Oringher PC as general insolvency counsel and Armory Consulting Co. as its financial advisor. On Sept. 19, 2018, the U.S. Trustee appointed an Official Committee of Unsecured Creditors in the RDI Chapter 11 Case. The Committee is represented by Winthrop Golubow Hollander, LLP as its insolvency counsel and Force 10 Partners as its financial advisor. No official committee was appointed in the RFS Chapter 11 case. SFP FRANCHISE: Held Meeting to Form Creditors' Panel on Feb. 4 -------------------------------------------------------------- Andrew R. Vara, United States Trustee for Region 3, scheduled an organizational meeting on Feb. 4, 2020, in the bankruptcy cases of SFP Franchise Corporation and Schurman Fine Papers at the Sheraton Hotel, 422 Delaware Avenue, Wilmington, DE 19801. The sole purpose of the meeting was to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Schurman Retail Group Schurman Retail Group -- http://www.srgretail.com-- was founded in 1950 as an importer and wholesaler of fine greeting cards offering its products through wholesale, franchise, retail, and online channels. Schurman Retail Group, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10134) on January 23, 2020. At the time of the filing, the Debtor estimated assets of between $ $10 million to $50 million and liabilities of between $50 million to $100 million. The petition was signed by The petition was signed by Craig M. Boucher, chief restructuring officer. Adam G. Landis, Esq., Matthew B. McGuire, Esq., Nicolas E. Jenner, Esq. of Landis Rath & Cobb LLP are Debtor's counsel. Omni Agent Solutions is the Debtors' Claims & Noticing Agent. SHOPPINGTOWN MALL: March 5 Hearing on Disclosure Statement Set -------------------------------------------------------------- Judge Carlota M. Bohm has ordered that on March 5, 2020 at 2:30 p.m., to consider the approval of the Disclosure Statement will be held in Courtroom B, 54th Floor U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219 . Feb. 27, 2020 is the last day for filing and serving Objections to the Disclosure Statement and to file a Request for Payment of an Administrative Expense. About Shoppingtown Mall NY Shoppingtown Mall NY LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. Judge Carlota M. Bohm oversees the case. Bernstein-Burkley, P.C. is the Debtor's legal counsel. SLANDY INC: March 31 Filing Deadline of Plan and Disclosures ------------------------------------------------------------ Judge Caryl E. Delano in Tampa, Florida, has entered an order setting a March 31, 2020 deadline for Slandy, Inc., to file a plan and disclosure statement. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. A full-text copy of the Order dated Jan. 22, 2020, is available at https://tinyurl.com/rqarxe6 at no charge. About Slandy Inc. Slandy, Inc. d/b/a Executive Care -- https://north-pinellas.executivehomecare.com/ -- provides a full range of in-home care services to clients who are residing in a hospitals, assisted living or skilled nursing facilities that may need extra personal attention. These home care services can range from companion care and personal care to 24/7 and Live-In care, and more. Slandy, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-11554) on Dec. 6, 2019. In the petition signed by Andrew E. Corbett, president, the Debtor disclosed $193,351 in assets and $1,041,442 in liabilities. Buddy D. Ford, Esq. at Buddy D. Ford, P.A., is the Debtor's counsel. SMARTER TODDLER: Has Until March 24 to Exclusively File Plan ------------------------------------------------------------ Judge Shelley Chapman of the U.S. Bankruptcy Court for the Southern District of New York extended Smarter Toddler Group, LLC's exclusive periods to file a Chapter 11 plan of reorganization and to seek acceptances for the plan to March 24 and May 24, respectively. The company has explored several strategic transactions which it hopes will result in the formulation of a plan of reorganization in the coming months. About Smarter Toddler Group Smarter Toddler Group, LLC -- https://www.smartertoddler.net/ -- is a child care - pre school in New York. It offers early childhood education, top tier private preschools, pre-k, child day care centers, nursery, infant childcare, baby activities, toddler enrichment classes, art, music, movement classes, science, yoga, dance, languages, sign language, literacy, kindergarten prep, GNT gifted and talented test prep tutoring, G&T preparation. Smarter Toddler Group sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13097) on Sept. 27, 2019, in Manhattan, New York. In the petition signed by Kettia Ming, manager, the Debtor was estimated to have assets between $1 million and $10 million, and liabilities of the same range. Judge Shelley C. Chapman is assigned the case. Storch Amini PC is the Debtor's legal counsel. SOUTHLAND ROYALTY: Feb. 10 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andrew R. Vara, United States Trustee for Region 3, will hold an organizational meeting on Feb. 10, 2020, at 10:30 a.m. in the bankruptcy case of Southland Royalty Company, LLC. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Southland Royalty Southland Royalty Company LLC -- http://www.southlandroyaltyco.com -- is a privately-held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Southland Royalty Company LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10158) on January 27, 2020. At the time of the filing, the Debtor estimated assets of between $100 million to $500 million and liabilities of between $500 million to $1 billion. The petition was signed by Frank A. Pometti, chief restructuring officer. Shearman & Sterling LLP serves as general counsel to the Debtor; Young Conaway Stargatt & Taylor LLP as Delaware counsel; PJT Partners Inc. as investment banker; AP Services LLC as interim management services provider; and Epiq Corporate Restructuring LLC as claims and noticing agent. SOUTHLAND ROYALTY: Gets Interim OK on DIP Loan and Cash Use ----------------------------------------------------------- Judge Karen B. Owens authorized Southland Royalty Company LLC to borrow, on an interim basis, up to $10,000,000 from Citibank, N.A., as administrative agent and collateral agent, and the other financial institutions that are, from time to time, lenders under the DIP Credit Agreement. Moreover, the Court granted the Debtor access to the cash collateral. Pursuant to the interim order: (a) any amounts repaid under the DIP revolver facility may be re-borrowed, and any proposed use of the proceeds of DIP loans or use of cash collateral must be consistent with the terms and conditions of this interim order and the DIP loan documents and the budget. (b) as security for the DIP obligations, the DIP Agent, for itself and the other DIP secured parties valid binding, permanent, perfected, continuing, enforceable, and non-avoidable security interests and liens, which are first priority senior liens, subordinate only to the pre-petition prior liens and the carve-out, and are senior to all pre-petition and post-petition liens or other interests. (c) the DIP obligations shall constitute allowed super-priority administrative claims pursuant to Section 364(c)(1) of the Bankruptcy Code. (d) the pre-petition RBL agent shall receive adequate protection liens and super-priority claims for the use of the pre-petition RBL collateral, including the cash collateral, as well as the priming of the pre-petition RBL liens. A copy of the interim order is available at https://is.gd/Okkxzp from PacerMonitor.com at no charge. Final hearing on the motion is scheduled on Feb. 26, 2020 at 1:30 p.m. (prevailing Eastern time). Objections are due by Feb. 12, 2020. About Southland Royalty Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/ -- is a privately-held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Headquartered in Fort Worth, the Company conducts its business across four states, with the majority of operations in Wyoming and New Mexico. The Debtor was formed principally to produce and extract hydrocarbons in the Wamsutter field of the Green River Basin and in the San Juan Basin. The company sought Chapter 11 protection (Bankr. D.Del. Case No.: 20-10158) on January 27, 2020. In the petition signed by Frank A. Pometti, chief restructuring officer, the Debtor estimated between $100 million to $500 million in assets, and between $500 million and $1 billion in liabilities. Shearman & Sterling LLP represents the Debtor as general bankruptcy counsel. Young Conaway Stargatt & Taylor, LLP is Delaware counsel to the Debtor, while AP Services, LLC is the Debtor's interim management services provider. PJT Partners Inc. acts as the Debtor's investment banker and Epiq Corporate Restructuring, LLC is the Debtor's claims and noticing agent. SOUTHLAND ROYALTY: Seeks to Obtain DIP Loan from Citibank, Barclays ------------------------------------------------------------------- Southland Royalty Company LLC seeks permission from the Bankruptcy Court to obtain up to $70 million of super-priority credit facility from Barclays and other pre-petition RBL lenders, with Citibank, N.A., as administrative agent, and Citi and Barclays, as joint lead arrangers. The DIP financing consists of $35 million of new money DIP loans ($10 million of which will be made available upon entry of an interim order) and, upon entry of the final order, roll-up of $35 million of the loans outstanding under the pre-petition RBL credit agreement held by the DIP lenders. Salient terms of the DIP financing are: * Borrower: Southland Royalty Company, LLC * Arrangers: Citi and Barclays * Administrative Agent: Citibank, N.A. * Collateral Agent: Citibank, N.A. * DIP lenders: Citi, Barclays, and any other pre-petition RBL lenders that agree to make loans. * Commitment: The DIP Facility will be a super-priority committed credit facility in an aggregate principal amount not to exceed $70 million consisting of: (i) a new money revolving loan facility in the aggregate principal amount of up to $35 million and (ii) upon entry of the final order, a $35 million roll-up of a portion of loans outstanding under the pre-petition RBL credit agreement held by the DIP lenders. * Interest Rates: The Borrower may elect to request either "Eurodollar Loans" or "Base Rate Loans" at these interest rates: Eurodollar Loan. London Interbank Offered Rate (as adjusted) ("LIBOR") + 5.50% per annum Base Rate Loan. Base Rate + 4.50% per annum Default Interest Rate at the applicable Eurodollar Loan or Base Rate Loan interest rate + 2.00% default interest rate. * Terms: The DIP Facility will be payable in full in cash on the maturity date, which shall be the earliest of: (i) six months after the Petition Date; (ii) the effective date of an approved plan of reorganization satisfactory to the DIP agent and required DIP lenders; (iii) the closing of a sale of substantially all of the equity or assets of the Debtor; and (iv) the date of acceleration of the DIP loan and termination of the DIP commitments. * Chapter 11 Milestones: (a) the Debtor shall have obtained approval of the interim order by the date that is no later than 5 days after the Petition Date; (b) the Debtor shall have obtained approval of the final order by the date that is no later than 40 days after the Petition Date; (c) the Debtor shall have circulated a "teaser" for the marketing and sale of the Debtor's assets and properties to potential buyers by February 3, 2020; (d) the Debtor shall have provided: (i) by February 17, 2020 a draft management presentation to the DIP agent, and (ii) by February 24, 2020 access to the data room to any potential buyer who signs and delivers to the Debtor a customary non-disclosure agreement in form and substance reasonably satisfactory to the Debtor prior to said date; (e) the Debtor shall have either: (i) concluded the marketing process, selected a stalking horse (if any) acceptable to the DIP agent, the required DIP lenders, the pre-petition RBL agent and a majority of the pre-petition RBL lenders for the sale of all or substantially all of the Debtor's assets and obtained an order from the Bankruptcy Court approving bidding procedures and conducted the auction in accordance with said approved bidding procedures; or (ii) filed a plan of reorganization and a related disclosure statement, in the case of (i) and (ii) on or before the date that is 120 days after the Petition Date, and (f) unless an approved plan of reorganization approved by the DIP agent and the required DIP lenders is consummated prior to said date, the approved sale shall be consummated by the date that is no later than 170 days after the Petition Date. * Liens and Priorities: Subject to the carve-Out, the DIP obligations shall be secured by the following security interests and liens on all of the Debtor's property except for certain excluded assets : - perfected and non-avoidable priming first priority liens on and security interest in all DIP Collateral that is not otherwise subject to a valid, perfected and non-avoidable security interest or lien in existence as of the Petition Date or a valid and non-avoidable security interest or lien in existence on of the Petition Date that is perfected post-petition. - a perfected and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the pre-petition prior liens, which DIP Lien shall be junior only to the pre-petition prior liens and the carve-out; - perfected and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral (including cash collateral), which will be senior to the pre-petition RBL adequate protection liens, and senior and priming to (i) the pre-petition RBL liens, and (ii) any liens that are junior to the pre-petition RBL liens or the RBL adequate protection liens, after giving effect to any inter-creditor or subordination agreements and shall be junior only to the pre-petition prior liens. Use of Cash Collateral The Debtor also seeks authority to use the cash collateral of the DIP agent, DIP lenders and the pre-petition RBL secured parties. As adequate protection, the Prepetition RBL Agent, for the benefit of all Prepetition RBL Secured Parties, shall receive: * valid, binding, enforceable and perfected replacement liens on and security interests in the DIP collateral, including, subject to the entry of the final order, the proceeds of avoidance actions, which liens and security interests shall be junior and subordinate only to the DIP liens, the pre-petition prior liens, and the carve-out; * allowed super-priority administrative expense claims in the Chapter 11 case having priority over all administrative expenses; * reimbursement to the pre-petition RBL agent of any and all fees, costs, expenses and charges, whether incurred before or after the Petition Date, including the reasonable and documented fees and expenses of Willkie Farr & Gallagher LLP and Bracewell LLP, Richards, Layton & Finger, P.A., and RPA Advisors as financial advisor. As of the Petition Date, the Debtor has $540 million in total funded debt obligations outstanding (exclusive of accrued and unpaid interest) under the pre-petition RBL facility. The proceeds of the DIP facility and cash collateral will be used, among other things, (a) to pay related transaction costs, fees and expenses, (b) to provide working capital and for other general corporate purposes of the Debtor in accordance with the budget, (c) to make adequate protection payments, (d) to pay obligations arising from or related to the carve-out, and (e) to pay restructuring costs incurred in the Debtor's Chapter 11 case. A copy of the DIP motion is available at https://is.gd/GRoCtL from PacerMonitor.com free of charge. The Debtor later sought and obtained permission to file the proposed DIP financing letters under seal. About Southland Royalty Co. Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/ -- is a privately-held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Headquartered in Fort Worth, the Company conducts its business across four states, with the majority of operations in Wyoming and New Mexico. The Debtor was formed principally to produce and extract hydrocarbons in the Wamsutter field of the Green River Basin and in the San Juan Basin. The company sought Chapter 11 protection (Bankr. D.Del. Case No. 20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A. Pometti, the Debtor was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Shearman & Sterling LLP is the Debtor's general bankruptcy counsel. Young Conaway Stargatt & Taylor, LLP is Delaware counsel to the Debtor, while AP Services, LLC is the Debtor's interim management services provider. PJT Partners Inc. acts as the Debtor's investment banker and Epiq Corporate Restructuring, LLC is the Debtor's claims and noticing agent. ST. STEPHENS: Church Buying Property; Confirmed 2016 Plan Replaced ------------------------------------------------------------------ St. Stephens Economic Development Corporation filed a Third Amended Plan of Reorganization on Jan. 22, 2020. This Plan replaces the Second Amended Plan of Reorganization of St. Stephens Economic Development Corporation that was confirmed by order entered August 12, 2016. The Prior Confirmed Plan governs the rights of the Debtor and all creditors with respect to any acts that take place before approval of this amended Plan. The confirmed Plan provided for sale of the Roosevelt Property to a purchaser that would operate a not-for-profit adult day care center acceptable to the Maryland Department of Health, so as not to trigger the Right of Recovery, Subsequent to confirmation of the Plan, SSEDC has attempted to locate a purchaser for the Roosevelt Property that would be acceptable to the State of Maryland as a not-for-profit operator of an adult daycare center. Over the last three years, SSEDC and its real estate broker have shown the Roosevelt Property to 130 potential purchasers. To date, the Debtor has received no offers for the Roosevelt Property which would satisfy the requirements of the Plan that the purchaser be a not-for-profit operator of an adult daycare center acceptable to the State of Maryland However, SSEDC has received an offer to purchase the Roosevelt Property from a church which does not wish to use the property as an adult daycare center. By this motion, the Debtor seeks this Court's approval of such a sale and approval of amendments to the Plan changing the distribution of proceeds from the sale to the State of Maryland, PrinsBank and the IRS. SSEDC proposes to sell the Roosevelt Property to The Church in Columbia together with the following fixtures and equipment: refrigerator, white door, fire extinguishers, mini-blinds, curtains, dishwasher, stacked washer & dryer (collectively, "Assets") at a purchase price of $900,000. The Third Amended Plan proposes to treat outstanding claims as follows: * Class 1 Claim of Acquired Capital. Unless the holder of the Class 1 claim agrees to less favorable treatment or the lien or security interest of Acquired Capital is avoided, the holder of the Class 1 claim shall receive the net proceeds from Acquired Capital’s foreclosure sale of the Mayfield Property in full satisfaction of its Allowed Claim. IMPAIRED. * Class 2 Claim of U.S. for unpaid taxes. The Class 2 claim of the IRS shall be considered satisfied in full by the payments received by the IRS under the Prior Confirmed Plan before approval of this amended Plan. IMPAIRED. * Class 3 Claim of Greenwich. The holder of the Class 3 claim shall receive in full satisfaction of its claim at closing of the sale of the Roosevelt Property, $350,000 from the proceeds of the sale of the Roosevelt Property. IMPAIRED. * Class 4 interest of State of Maryland in the Roosevelt Property. The holder of the Class 4 interest shall receive in full satisfaction of its rights under the Restrictive Covenant at closing of the sale of the Roosevelt Property, $387,000 from the proceeds of the sale of the Roosevelt Property. IMPAIRED. * Class 5 General Claims. Unless a holder of a Class 5 claim agrees to less favorable treatment, each holder of a Class 5 Allowed Claim shall receive such holder's pro rata share of distributions from the Distribution Account. IMPAIRED. Payments required to be made to the holders of Administrative Expenses (except those arising in the ordinary course of business) and claims in Class 5 shall be paid from the funds in the Distribution Account. The Proceeds from the sale of the Roosevelt Property, after payment of the Class 2, Class 3 and Class 4 claims and interests, shall be deposited into the Distribution Account. A full-text copy of the Third Amended Plan of Reorganization dated January 22, 2020, is available at https://tinyurl.com/u3bdvmw from PacerMonitor.com at no charge. Attorney for the Debtor: James C. Olson (07973) 10451 Mill Run Circle, Suite 400 Owings Mills, MD 21117 Tel: (410) 356-8852 E-mail: jolson@jamesolsonattorney.com About St. Stephens Economic The St. Stephens Economic Development Corporation was formed in 1998 to address the need for affordable day care and economic improvement services to families in the greater Elkridge area of Howard County. From 1998 to 2006, it worked on plans and fundraising for an 8,000 square foot child day-care center that would serve children from 6 weeks of age to 18 years. St Stephens constructed a child day care center at 7739 Mayfield Avenue, Elkridge, Maryland ("Mayfield Property"). On December 13, 2003, SSEDC acquired real property at 7320 Roosevelt Boulevard, Eldridge, Maryland ("Roosevelt Property"), for the purpose of constructing an adult day-care center. This project was financed with a grant from the Board of Public Works of The State of Maryland in the amount of $487,000, pursuant to Subtitle 7 of Title 24 of the Health-General Article of the Annotated Code of Maryland,which was subject to recovery if the Roosevelt Property ceased being used as a not-for-profit adult day-care center ("Right of Recovery"). St. Stephens Economic Development Corp sought Chapter 11 protection (Bankr. D. Md. Case No. 15-13360) on March 10, 2015. In the petition signed by Rev. Alicia D. Byrd, authorized representative, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. James C. Olson, Esq., in Owings Mills, Maryland, is the Debtor's counsel. STAK DESIGN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: STAK Design, Inc. 407 113th Street Arlington, TX 76011 Business Description: STAK Design, Inc. -- http://www.stakdesign.com-- is a custom design, engineering, and manufacturing firm. The Company works directly with architects, designers, developers, and general contractors for custom millwork, retail displays, kiosks, RMUs, specialty environments, and custom tradeshow exhibits. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-30424 Judge: Hon. Harlin Dewayne Hale Debtor's Counsel: J. Mark Chevallier, Esq. MCGUIRE, CRADDOCK & STROTHER, P.C. 2501 N. Harwood, #1800 Dallas, TX 75201 Tel: 214-954-6800 E-mail: mchevallier@mcslaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stanley Zalenski, 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/OnoRXp STAR CHAIN: Newco Buying Star 39's Newk's Restaurants for $1.45M ---------------------------------------------------------------- US Star 39, LLC, an affiliate of Star Chain, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the private sale of Newk's Restaurants to Newco Dining, LLC for $1.45 million. Debtor Star 39 is the franchisee for six Newk's Eatery locations in Tennessee under certain franchise agreements with Newk's Franchise Co., LLC. The Debtor eases space from various landlords under commercial leases for the properties where the Newk's Restaurants are located. After negotiation between Debtor Star 39 and the Proposed Purchaser, which is an affiliate of the Franchisor, the parties entered into an Asset Purchase Agreement dated as of Jan. 8, 2020. The APA establishes the terms and conditions for the sale of the Newk's Restaurants by Debtor Star 39 to the Proposed Purchaser. The Proposed Purchaser has agreed to provide the following consideration in exchange for the Purchased Assets: a cash payment in the amount of $1.45 million, which will be paid to Debtor Star 39 and held in escrow pending further order of the Court. Debtor Star 39 believes that the sale to the Proposed Purchaser represents the highest and best offer for the sale of the Purchased Assets and will create the most value for the estate. It asks that all costs of preserving and selling the assets of Star 39, including without limitation all cure costs and administrative costs of the Debtors' attorneys and financial advisors, be surcharged against the collateral of the secured party or parties holding a lien on or security interest in such collateral. The sale under the APA is also conditioned on the execution and approval of a Release Agreement. The Proposed Purchaser will only agree to the terms of the Asset Purchase Agreement if the Release Agreement is also executed and approved, and vice-versa. The genesis of any potential dispute the Release Agreement would resolve stems from a $600,000 earnest money payment paid by Star Chain, Inc., on April 11, 2019, pursuant to an Asset Purchase and Sale Agreement dated Nov. 15, 2018 for the purchase of certain Newk's Eatery restaurants located in Florida, by and among Newco Dining, LLC (as the seller), and Star Chain, Inc. and Omer Casurluk (as the buyers), as amended by (i) that First Amendment to Asset Purchase and Sale Agreement dated April 11, 2019 by and among Newco Dining, LLC, Star Chain, Inc., and Omer Casurluk and (ii) that Second Amendment to Asset Purchase and Sale Agreement dated July 23, 2019 by and among Newco Dining, LLC, Star Chain, Inc., Omer. Casurluk, US Star 40, LLC, and US Star 43, LLC. A dispute may potentially arise regarding whether Star Chain may be entitled to recoup the Earnest Money, and the parties agreed to resolve that potential dispute on the terms set forth in the Release Agreement, provided that such agreement is conditioned on execution and approval of the APA. Under the Release Agreement, the Proposed Purchaser would pay $400,000 to Star Chain in complete satisfaction of all claims related to the Earnest Money and otherwise. Mutual releases would be executed by (i) the Proposed Purchaser, on the one hand, and (ii) Omer Casurluk; US Star 39, LLC; Star Chain, Inc.; US Star 40, LLC; and US Star 43, LLC, on the other hand. In order to assume and assign the Leases to the Proposed Purchaser, Debtor Star 39 intends to cure defaults and pay all amounts due to the Landlords under the Leases immediately after closing out of the Purchase Price. It intends to file, in short order, a notice identifying the Designated Contracts, as well as the amount Star 39 believes would be required to cure each such Designated Contract, and asks that any counterparty to any such Lease or contract which disputes the proposed cure amount, objects to adequate assurance of future performance, or otherwise objects to the assignment must file any such objection no later than three days prior to the Court's hearing on the Motion. Debtor Star 39 is aware of the following security interests, liens, and/or encumbrances on the Purchased Assets: (i) Byline Bank asserts a security interest in substantially all of the business assets of Star 39 and asserts a claim in the amount of $3,482,823 as of the Petition Date; (ii) Fox Capital Group, Inc. asserts a claim of approximately $460,400 (which is disputed) and asserts that its claim is secured by all of Star 39's assets, and (iii) US Foods, Inc. asserts a security interest in all of Star 39's assets, but the amount of its claim (if any) is unliquidated. As a condition to the closing of the sale, the APA requires that the interests of any party, including any secured creditor or lien holder, in the Purchased Assets will be unconditionally released, terminated, and discharged and that any security interests, liens or encumbrances attach to the sale proceeds. A copy of the Agreement is available at https://tinyurl.com/ugbmnzm from PacerMonitor.com free of charge. About Star Chain Star Chain, Inc., is a Georgia-based company that operates as the management company for all affiliated "US Star" debtors. The affiliated "US Star" debtors operate approximately four dozen restaurants with franchisors Captain D's, Checkers, Newk's, and Yogli Mogli. The Debtors' membership interests are owned by the same person, Omer Casurluk. The Debtors have common secured creditors and are part of one business operation. On Oct. 2, 2019, Star Chain, Inc., as Lead Debtor, and 26 other affiliates sought Chatper 11 protection (Bankr. N.D. Ga. Lead Case No. 19-65768) in Atlanta, Georgia. In the petition signed by Omer Casurluk, manager, Star Chain, Inc., was estimated to have assets at $1 million to $10 million, and liabilities at $10 million to $50 million. The Hon. Wendy L. Hagenau is the case judge. Wiggam & Geer, LLC is counsel to the Debtors. Rountree Leitman & Klein, LLC, is Wiggam & Geer's co-counsel. STOREWORKS TECHNOLOGIES: U.S. Trustee Forms 2-Member Committee -------------------------------------------------------------- The U.S. Trustee for Region 12 on Jan. 29, 2020, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of StoreWorks Technologies, Ltd. The committee members are: (1) Xenia 6418 Hill A. Way Court Edina, MN 55439 Contact Person: Troy Lynn Stelzer Phone: (612) 518-9560 Email: Troy.Stelzer@xeniaretail.com (2) Engineered Network Systems, LLC. 14451 Ewing Avenue Burnsville, MN 55306 Contact Person: David Trembath Phone: (952) 767-1005 Email: dtrembath@ens-co.com Troy Stelzer of Xenia has been designated as acting chairperson of the committee pending selection of a permanent chairperson. Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About StoreWorks Technologies StoreWorks Technologies, Limited -- https://www.storeworks.com/ -- is a computer systems design company located in Eden Prairie, Minn., with a goal to revolutionize retail operation through the application of technology. StoreWorks provides comprehensive solutions to retailers in these segments: kiosk, mobility payments, digital signage, store-level peripherals, back office revolution and network infrastructure. StoreWorks Technologies sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-43814) on Dec. 20, 2019. In the petition signed by CEO Anil Konkimalla, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Judge Katherine A. Constantine oversees the case. Fredrikson & Byron, P.A. is the Debtor's legal counsel. SUMMIT VIEW: Unsecured Creditors to Recover 100% in Plan -------------------------------------------------------- The small business chapter 11 debtor SUMMIT VIEW, LLC, filed a plan of reorganization and a disclosure statement. Non-insider general unsecured creditors in Class 6 will receive a distribution equal to approximately 100% of their allowed claims if allowed by the Court or agreed to by the Debtor. The non-insider general unsecured creditors with an allowed claim, shall be paid by the Debtor in equal monthly installments over the 24-month term of the Plan, or upon the sale of the Debtor's Real Property, whichever occurs first. Unsecured creditors owed $185,285.00 (approximate) will receive equal monthly payments of $7,720 per month beginning upon the Effective Date of the Plan and continuing each month thereafter for a total of 24 months or until the Debtor sells its Real Property. All insider creditors agree to subordinate their claims until non-insider allowed claims are paid their 100% distribution and will receive no distributions but will be eligible to vote. The secured creditor, Standard Pacific of Florida d/b/a Lennar Homes, owed $1,149,152, in Class 2 will be paid in full by equal monthly payments of principal and interest at the fixed rate of 5.5% over 30 years in the amount of $6,324.76 per month. The first payment will begin on the Effective Date of the Plan and continue monthly thereafter for 24 months. All claims of the Debtor's equity security holders shall be subordinated and will not be paid until all other creditors have been paid in full first. Payments and distributions under the Plan will be funded by the post confirmation proceeds, cash flow from operations and future income. A full-text copy of the Disclosure Statement dated Jan. 22, 2020, is available at https://tinyurl.com/s49rlg5 from PacerMonitor.com at no charge. Attorney for Debtor: Alberto F. Gomez, Jr. 401 E. Jackson Street, Ste. 3100 Tampa, FL 33602 Telephone: 813-225-2500 Facsimile: 813-223-7118 E-mail: Al@jpfirm.com About Summit View Summit View, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It previously filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 09-06495) on April 2, 2009. Summit View sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-10111) on Oct. 24, 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 Debtor tapped Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP as bankruptcy counsel. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is special counsel. THOMAS HEALTH: U.S. Trustee Forms 6-Member Committee ---------------------------------------------------- The Office of the U.S. Trustee on Jan. 29, 2020, appointed six creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Thomas Health Systems Inc. and its affiliates. The committee members are: (1) Pension Benefit Guaranty Corporation Attn: Kendra Muraya Michael Strollo 1200 K Street NW Washington, DC 20005 202-326-4000 (Phone) 202-326-4112 (Fax) muraya.kendra@pbgc.gov strollo.michael@pbgc.gov (2) Security America Attn: Chris Signorelli P.O. Box 4525 Charleston, WV 25364 304-925-4747 (Phone) 304-925-4700 (Fax) csignorelli@securityamerica.com (3) Kanawha County Emergency Ambulance Authority Attn: E. Taylor George 601 Brooks Street Charleston, WV 25301 304-342-1107 (Phone) 304-344-5600 tgeorge@mlclaw.com (4) Arthrex, Inc. Attn: Christopher Corwin 1370 Creekside Blvd. Naples, Florida 34108 239-591-6922 (Phone) 239-598-5550 (Fax) christopher.corwin@arthrex.com (5) Beckman Coulter, Inc. Attn: Kirk Burkley 250 S. Kraemer Blvd. Brea, CA 92882-8000 412-456-8108 (Phone) 412-456-8135 (Fax) kburkley@bernsteinlaw.com (6) Colonial Consulting Group, Inc. (CCG) Attn: Raymond P. Carpenter 625 Colonial Park Drive, Suite 100 Roswell, GA 30075 800-444-2801 (Phone) 770-643-0412 (Fax) rcarpenter@rclaw.us.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Thomas Health System Thomas Health System, Inc., is a non-stock, non-profit corporation incorporated under the laws of the State of West Virginia. Formed in 2006, Thomas Health System is the consolidated parent entity and holding company whose primary function is to serve as the controlling body of the affiliated debtors. Thomas Health System and its affiliated debtors collectively form a 391-bed hospital system that employs nearly 1,700 individuals and an estimated 250 clinicians. Thomas Health System sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 20-20007) on Jan. 10, 2020. At the time of the filing, Thomas Health System had estimated assets of between $1 million and $10 million and liabilities of between $100 million and $500 million. Judge Frank W. Volk oversees the case. The Debtors tapped Whiteford, Taylor & Preston, LLP as bankruptcy counsel; Frost Brown Todd LLC as local counsel; Force Ten Partners, LLC, as financial advisor; Splic Capital Advisors, LLC and Solic Capital, LLC as investment banker; and Omni Management Group as claims, notice and solicitation agent. THURSTON MANUFACTURING: Jensen Buying Nebraska Equipment for $825K ------------------------------------------------------------------ Thurston Manufacturing Co. asks the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of its Nebraska facility equipment as outlined in Exhibit 1 to Layton Jensen for $825,000. On Oct. 25, 2019, the Debtor ceased manufacturing operations at its Thurston, Nebraska facility and significantly reduced its workforce. It has only retained essential employees as it continues to winddown the business. The Debtor believes it has a sound business justification to sell its Nebraska Equipment now that it has ceased operations at its facility in Thurston, Nebraska and the Nebraska Equipment is no longer being used. It has determined that the continued maintenance and upkeep of the Nebraska Equipment is now financially burdensome and is no longer necessary as the Debtor's business winddowns. The Debtor marketed the Nebraska Equipment on its own to maximize the proceeds from a sale of the same. It engaged in a wide ranging and thorough marketing process to solicit offers for the Nebraska Equipment to obtain the greatest value from sale. As part of that process, the Debtor had nine potential buyers express interest in the Nebraska Equipment. Of these potential buyers, six entered into written purchase offers. The list was further narrowed to the three primary interested buyers with the highest offers. The Debtor accepted the written offer of one potential buyer, Jensen. The Buyer is a Director and Shareholder of the Debtor. The Buyer is an insider as defined by 11 U.S.C. Section 101(31). The Debtor and the Buyer propose to enter into an agreement for the sale of the Nebraska Equipment for $825,000. The Buyer's offer to purchase the Nebraska Equipment is $100,000 higher than the next highest bid received by the Debtor. The sale will be free and clear of all Interests, with any such Interests to attach to the proceeds thereof. The Buyer's offer is fair and reasonable and constitutes the highest and best offer. The Debtor and the Buyer have neither engaged in any fraud, collusion, nor attempted to take advantage of other bidders and have negotiated at arms'-length. The proposed sale is being transacted in good faith and has been negotiated with the Buyer's separate legal counsel. The proposed sale of the Nebraska Equipment will be the result of arms'-length, extensive and lengthy marketing process and represents an opportunity to achieve a value-maximizing transaction. The Debtor reserves the right to file and serve any supplemental pleading or declaration that the Debtor deems appropriate or necessary in support of their request for entry of the Order authorizing the sale of the Nebraska Equipment before the Transaction finalized. To implement the foregoing successfully, the Debtor asks a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the requirements under Local Rule 6004-1. The objection deadline is Jan. 28, 2020. A copy of the Contract is available at https://tinyurl.com/wx8n6er from PacefrMonitor.com free of charge. About Thurston Manufacturing Co Thurston Manufacturing Co., a company based in Thurston, Neb., filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Shon Hastings oversees the case. Elizabeth M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy counsel. TIDE MILL: Court Grants Request for $2.95M DIP Financing -------------------------------------------------------- Judge Lori S. Simpson authorized Tide Mill LLC to obtain $2,950,000 of post-petition financing from Lone Star Hard Money. The Debtor may pay, out of the loan proceeds, (a) reasonable and necessary costs of closing the loan, (b) mortgage broker's commission at 2.5% of the gross loan proceeds and (c) claims of all holders of outstanding liens against the subject property identified in the motion, including the claims of Lynk Investments, LLC, Rialto Capital Advisors, Charles County, Maryland, and Wilbarger, LLC. The Court directed the Debtor to pay $40,000 into escrow with the Debtor's counsel at the closing of the DIP loan, which amount will be retained pending payment of all claims in the case and administrative expenses of the Debtor's Chapter 11 case. A copy of the consent order is available at https://is.gd/dnyRCl from PacerMonitor.com free of charge. About Tide Mill LLC Tide Mill LLC is a privately held company in Bowie, Maryland, created for developing certain commercial real property located in Charles County, Maryland. Tide Mill LLC filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 19-22014) on Sept. 9, 2019. The Hon. Wendelin I. Lipp oversees the case. In its petition, the Debtor disclosed up to $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by James Register, managing member. The Debtor lists Rialto Capital Advisors as its sole unsecured creditor holding a claim of $44,604. Cohen, Baldinger & Greenfeld, LLC, represents the Debtor. TRUDY'S TEXAS: Seeks to Hire Barron & Newburger as Counsel ---------------------------------------------------------- Trudy's Texas Star, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Barron & Newburger, PC, as counsel to the Debtor. Trudy's Texas requires Barron & Newburger to: a. advise the Debtor of its rights, powers, and duties as a debtor-in-possession continuing to manage its assets; b. review the nature and validity of claims asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such claims; c. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and review all financial and other reports to be filed in the Chapter 11 case; d. advise the Debtor concerning and prepare responses to, applications, motions, complaints, pleadings, notices, and other papers which may be filed in the Chapter 11 case; e. counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; f. perform all other legal services for and on behalf of the Debtor which may be necessary and appropriate in the administration of the Chapter 11 case and the Debtor's business; and g. work with professionals retained by other parties in interest in the bankruptcy case to attempt to obtain approval of a consensual plan of reorganization of the Debtor. Barron & Newburger will be paid at these hourly rates: Attorneys $175 to $495 Support Staff $40 to $100 Barron & Newburger received a retainer in the amount of $6,700. Stephen Truesdell paid an initial retainer of $1,500 from his personal funds on January 16, 2020. An additional retainer of $5,2000 was paid by Stephen Truesdell on January 22, 2020. The Firm applied $5,000 of such amount to pre-petition fees and wrote down the remaining amount owed. As of the petition date, the Firm is holding $1,700 to apply to the filing fee and is not owed for fees and expenses incurred prior to the date of filing. The Debtor has agreed to pay an additional retainer of $1,500 per week until such time as a plan is confirmed or the case is dismissed or converted. Barron & Newburger will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen W. Sather, partner of Barron & Newburger, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Barron & Newburger can be reached at: Stephen W. Sather, Esq. BARRON & NEWBURGER, PC 7320 N. Mopac Expy., Ste. 400 Austin, TX 78731 Tel: (512) 476-9103 E-mail: ssather@bn-lawyers.com About Trudy's Texas Star Trudy's Texas Star, Inc. operates a chain of restaurants. Trudy's Texas Star, Inc., based in Austin, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-10108) on January 22, 2020. The Hon. Tony M. Davis presides over the case. Stephen W. Sather, Esq., at Barron & Newburger, PC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Stephen Truesdel, authorized representative. UCOAT IT: CK Holding Buying Royal Oak Assets for $15K ----------------------------------------------------- UCoat It America, LLC, filed with the U.S. Bankruptcy Court for the District of Michigan to authorize the sale of assets located at 191 1 Bellaire Ave., Royal Oak, Michigan to CK Holding Co., LLC for $15,000, subject to higher and better offers. The Debtor is the owner of the following property: (i) office furniture, equipment, computers, racking, trade show equipment, as set forth in Schedule 1-A as attached to the Asset Purchase Agreement; (ii) inventory, consisting soley of returns and applications supplies in nominal amounts, as set forth in Schedule l-B to the Asset Purchase Agreement; (iii) web addresses, web accounts, telephone number, including twitter, youtube and facebook accounts and addresses as set forth in Schedule l-E to the Asset Purchase Agreement; and (iv) industry standard non-proprietary epoxy formulas. The Debtor's property is impressed with a UCC lien filed by the liens filed by Michigan Department of Treasury in the amount of $32,153. NASCAR claims a lien in the amount of$74,637. NASCAR's claimed lien is defective and disputed. No other party has a secured interest in the Debtor's assets. The terms and conditions of the sale are contained in the Purchase Agreement. The proposed purchaser is a Michigan limited liability company, whose members are John Carafelly and Melissa Kwapich, who are issue of the sole member of the Debtor company, and are therefore insiders under the Bankruptcy Code. CK Holding proposes to pay the Debtor's estate $15,000 for the Assets, subject to higher and better offers which the Debtor will solicit. The Debtor has been in poor financial condition for more than five years, failing to pay federal and state withholding and matching funds and state sales tax for approximately the same period of time. The Debtor moved is offices from a high-visibility location in Auburn Hills to a (far cheaper) family owned building in Royal Oak in 2018, and eliminated several employees before filing Chapter 1 Since the Petition Date in January 2019, the Debtor's total profits are $18,530. In November 2019, profits were $112. In the months of February, April, July, October 2019 the Debtor incurred losses totaling $51,649. While it has paid withholding taxes and sales taxes post-petition, the Debtor does not now project profits will increase in the near future in an amount to allow it to propose a feasible plan of reorganization. For these reasons, as well as other reasons, such as the continued employment of five persons, the Debtor determined that it would be in its best interest and the best interests of its creditors to sell its assets as a going concern. The Debtor asks authority to sell the real property free and clear of all liens, claims, encumbrances and interests of any kind or nature. Other than as provided in the Motion and notwithstanding anything stated to the contrary in the Purchase Agreement, the sale of assets will be on an "as is, where is" basis without any representations or warranties of any kind, nature or description by the Debtor, including any warranties of merchantability or fitness for a particular purpose. The sale to CK Holding or higher bidder, will be closed at the offices of counsel for the Debtor as soon as possible following the entry of the Order approving the sale. The Debtor proposes to sell the Assets subject free and clear of any and all liens, claims and interests, including but not limited to any setoff or recoupment claims or encumbrances. The Debtor proposes to market test the sale by a bidding process with CK Holding as a stalking horse bidder, with an auction to occur on Feb. 28, 2019 at 1:00 p.m. at the offices of the Debtor's attorney Don Darnell, at 8080 Grand St., Dexter, Michigan. It further proposes to advertise the Auction and for a period of 14 consecutive days ending no later than Feb. 25, 2020 in the Crain's Detroit Business and the Detroit Free Press. The Debtor asks that the Court enters the Bidding Procedures Order approving the procedures detailed. It further asks the Court approves the Asset Purchase Agreement. It further asks the Court schedules a Sale Hearing. In order to qualify to participate in the Auction, any third party (other than the Stalking Horse) that is interested in acquiring all or substantially all of the Purchased Assets must submit an "Initial Overbid" ion Feb. 25, 2020. Any such Initial Overbid must provide for purchase price in an amount greater than the purchase price in the Asset Purchase Agreement plus at least an additional $1,000, and include a cashiers’ check or certiﬁed check in the amount of $15,000 to be held as a deposit. The only party that holds a lien on the Debtor's assets, the State of Michigan Department of Treasury, may be partially paid based on the proposed sale, and will be fully paid by the party that submits the best and highest bid at auction. NASCAR claims a lien in the amount of $74,637. NASCAR's claimed lien is defective and disputed and will not be paid from proceeds of the sale. Time is of the essence in completing this transaction. Accordingly, the Debtor asserts that cause exists to waive the requirements of Bankruptcy Rules 6004(h) and 6006(d), and it asks that the Bidding Procedures Order the Order Approving the Sale provides that it will be effective immediately and that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) will not apply to the Bidding Procedures Order or the sale transaction. A copy of the Bidding Procedures and the APA is available at https://tinyurl.com/t48xhrp from PacerMonitor.com free of charge. About UCoat It America UCoat It America, LLC is a privately-owned company based in Royal Oak, Michigan. It was founded in 1999 with the primary goal of providing a true, commercial-grade epoxy floor coating system that was widely available to the do-it-yourself customer. UCoat It America filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-40388) on Jan. 11, 2019, listing under $1 million in assets and liabilities. The case is assigned to Judge Maria L. Oxholm. Donald C. Darnell, Esq., at Darnell, PLLC, is the Debtor's bankruptcy counsel. UNIT CORP: Extends Expiration of Exchange Offer Until March 30 -------------------------------------------------------------- Unit Corporation has extended the expiration date for its previously announced offer to exchange any and all of its outstanding 6.625% Senior Subordinated Notes due 2021 (CUSIP No. 909218AB5/ISIN US909218AB56) for newly issued 10.000% Senior Secured Notes due 2024 and 7.000% Junior Secured Notes due 2025, upon the terms and conditions set forth in the prospectus relating to the Exchange Offer included in Amendment No. 2 to the Registration Statement filed with the Securities and Exchange Commission. The Expiration Date was previously 11:59 p.m., New York City time, on Friday, Jan. 31, 2020 and will now be 11:59 p.m., New York City time, on Monday, March 30, 2020, unless further extended. All references to the Expiration Date in the Prospectus were amended such that the Expiration Date will be 11:59 p.m., New York City time, on Monday, March 30, 2020. Accordingly, holders who tender their Old Notes prior to such time will receive the Early Exchange Consideration, which means for each $1,000 principal amount of Old Notes validly tendered (and not withdrawn) prior to the Expiration Date, either $735 principal amount of Senior Secured Notes or $1,000 principal amount of the Junior Secured Notes, depending upon the election of the holder. Other than the extension of the Expiration Date, the terms and conditions of the Exchange Offer remain as set forth in the Prospectus. Prior to the Expiration Date, the Company will update the prospectus with an additional prospectus supplement to incorporate the applicable information contained in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2019 and the financial statements for the year ended Dec. 31, 2019. The Company will pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of Old Notes validly tendered for exchange and not validly withdrawn under the Exchange Offer to retail brokers that are appropriately designated by their clients to receive this fee; provided that such fee will only be paid with respect to the first $200,000 aggregate principal amount of Old Notes exchanged by an individual beneficial holder. BofA Securities is acting as dealer manager in connection with the proposed Exchange Offer and Consent Solicitation. Holders of the Old Notes may contact BofA Securities toll-free at (888) 292-0070 or collect at (980) 388-4813 with questions they may have regarding the Exchange Offer. Global Bondholder Services Corporation is serving as information and exchange agent for the proposed Exchange Offer and Consent Solicitation. About Unit Corporation Unit Corporation -- http://www.unitcorp.com/-- is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production, contract drilling, and gas gathering and processing. Unit's Common Stock is listed on the New York Stock Exchange under the symbol UNT. Unit Corporation reported a net loss attributable to the company of $45.29 million for the year ended Dec. 31, 2018. For the nine months ended Sept. 30, 2019, Unit Corp reported a net loss attributable to the company of $218.90 million. * * * As reported by the TCR on Nov. 15, 2019, Moody's Investors Service downgraded Unit Corporation's Probability of Default Rating to Ca-PD from B3-PD, Corporate Family Rating to Caa1 from B3, and senior subordinated notes to Caa2 from Caa1. The downgrade of the PDR reflects Unit's proposed debt exchange offer, which Moody's views to be a distressed exchange. The Caa1 CFR and Caa2 rating on the 2021 notes reflect Moody's view on expected recovery, which is likely to be in the 80%-90% range. Prior to the exchange offer, Unit was contending with depressed commodity prices, looming maturities in a challenged refinancing environment and declining cash flow, Moody's said. As reported by the TCR on Jan. 21, 2020, Fitch Ratings downgraded the Long-Term Issuer Default Rating of Unit Corporation to 'CC' from 'CCC+'. Fitch's downgrade and watch reflect the company's heightened refinancing and liquidity risks associated with pro-longed operational deterioration since its bond exchange announcement. VETERINARY CARE: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------ Henry Hobbs Jr., acting U.S. trustee, on Jan. 31, 2020, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Veterinary Care, Inc. and TVET Management, LLC. The committee members are: (1) James Kelly, DVM 13506 Douglas Llame Road Houston, TX 77044 832-248-6398 Jkelly1841@att.net (2) Lynn Stucky, DVM 5885 Canyon Road Sanger, TX 76266 940-231-1614 stuckyzoo@aol.com (3) Beshoy Rafla, DVM 521 Spotswood Gravel Hill Road Monroe, NJ 08831 646-667-8531 Drrafla2010@gmail.com (4) Boehringer Ingelheim P.O. Box 281348 Atlanta, GA 30384 706-552-2426 markbounds@boehringer-ingelhein.com (5) Robert Foley, DVM 858 Cedar Road North Bellmore, NY 11710 646-675-8445 foleydvm@hotmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Veterinary Care Veterinary Care Inc., which conducts business under the name, Vitalpet, offers pet care services. Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr. Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-35736) against Veterinary Care, Inc. on Oct. 10, 2019. The petitioners are represented by Richard L. Fuqua, Esq., at Fuqua & Associates, P.C., in Houston. On Nov. 18, 2019, TVET Management LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-36430). On Nov. 19, 2019, the court ordered the joint administration of Veterinary Care's and TVET's bankruptcy cases. The cases are jointly administered under Case No. 19-35736. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Okin Adams LLP as their legal counsel, and The Claro Group, LLC as their financial advisor. Douglas Brickley, managing director of Claro Group, is the chief restructuring officer. VIDANGEL INC: Trustee Selling Application Papers for $25K --------------------------------------------------------- George Hofmann, the Chapter 11 Trustee of VidAngel, Inc., asks the U.S. Bankruptcy Court for the District of Utah to authorize him to enter into an agreement with Studio Brokerage for the sale of copies of certain documents related to registration of a crowdfunding "broker-dealer" with FINRA and the SEC for $25,000. The Debtor was formed in 2013 to allow its customers to watch movies and television shows without being subjected to visual or audio content the customer finds objectionable, such as violence, obscenity, or nudity. Although the Debtor's initial business model centered around its video-filtering services, the Debtor quickly realized that there was demand for unique, original, wholesome content that could be enjoyed by the Debtor's subscribers. To that end, the Debtor began producing, licensing, and streaming original content, including films and a "Dry Bar Comedy" series. More recently, the Debtor entered into a Video-on-Demand and Subscription Video-on-Demand License Agreement with The Chosen, LLC for the licensing of certain physical media, video-on-demand and subscription-video-on-demand content related to the work or series of works titled "The Chosen." The Chosen Series is an episodic television series based on the gospels of the Bible and tells the story of the life of Jesus Christ primarily from the perspectives of those who met him throughout his life. Season 1 of the Chosen Series was officially released by the Debtor in December, 2019, although there were limited releases prior to the official release date. The Chosen Series appears to be selling very well, although the Trustee does not yet have official numbers for sales. The Chosen Series has also received favorable ratings and reviews, including a 9.9 IMDB score. The Chosen Series is anticipated to be a multi-season episodic series. According to the Debtor, the first season of the Chosen Series was the #1 crowdfunded media project in entertainment history, having raised over $10 million from more than 16,000 investors in its initial offering of shares ("Initial Offering"), and an additional $1 million (approximately) in a subsequent offering ("Subsequent Offering"). The Licensor needs to begin work on season 2 of the Chosen Series. To do this, the Licensor intends to do another round of crowdfunding. The Debtor, through a previously-owned subsidiary, VAS Portal, LLC, assisted the Licensor in the Subsequent Offering. VAS Portal acted as the intermediary through which a "Regulation A+" offering was made. As a "funding portal" entity, VAS Portal was easier to create and qualify for FINRA registration. However, VAS Portal is authorized to raise only $1,070,000 per 12-month period. The Licensor requires between $8 million to $10 million to create season 2 of the Chosen Series. At approximately the same time that it created VAS Portal, the Debtor created another entity, VAS Brokerage, LLC, to register with FINRA and the SEC as a "broker-dealer." A "broker-dealer" is subject to more registration and due-diligence requirements than a "funding portal," but is also able to perform additional functions, such as (i) offering investment advice or recommendations, (ii) soliciting purchases, sales, or offers to buy securities offered or displayed on its website, (iii) compensating employees, agents, or others for the solicitation and sale of securities displayed or referenced on its website, and (iv) holding, managing, possessing, or otherwise handling investor funds or securities. Importantly, a "broker-dealer" is not subject to the same monetary cap as a funding portal. The Debtor was unable to complete its registration of VAS Brokerage as a broker-dealer with FINRA because of the uncertainty surrounding its status as a Debtor in bankruptcy and its ongoing litigation with the Copyright Creditors. Specifically, the Trustee understands that FINRA contacted the Debtor and informed it that its application would be unsuccessful, and that it should withdraw the application and save the application fee. Although its efforts to register VAS Brokerage with FINRA were unsuccessful, the Debtor prepared voluminous legal documents and application papers in the registration process ("Application Papers"). There is a time-sensitive need to begin the crowdfunding process soon, so that season 2 of the Chosen Series can be produced for a release in 2020. Neal S. Harmon Co. ("NSHC") and Jeffrey Harmon, Inc. ("JHI") are separate companies that are owned by two of the Debtor's principals, Neal Harmon and Jeffrey Harmon, respectively. NSHC and JHI have formed, and are the sole members of, an entity known as Studio Brokerage, LLC. Studio Brokerage has offered to purchase copies of the Application Papers from the Debtor for $25,000. Studio Brokerage intends to apply for "broker-dealer" status with FINRA, and if successful, start the next round of crowdfunding with the Licensor for season 2 of the Chosen Series. Studio Brokerage's purchase of copies of the Application Papers from the Debtor is without prejudice to its ongoing use or sale of the Application Papers, including subsequent sales of copies of the Application Papers. Subject to the Court's approval, the Trustee has entered into a sale agreement with Studio Brokerage for the sale of copies of the Application Paper. Under the Agreement, Studio Brokerage will pay $25,000 to the Trustee to purchase a set of copies of the Application Papers. The sale of the Assets to Studio Brokerage is "as is, where is," in all respects, and the Trustee provides Studio Brokerage with no representations or warranties of any kind. The Agreement requires that an order approving the sale of the Assets be entered by the Court on Jan. 31, 2020, and also requires that the 14-day stay under Bankruptcy Rule 6004(h) be waived. These conditions are based on the need for the financing efforts for season 2 of the Chosen Series to begin immediately. By the Motion, the Trustee asks the Court to authorize and approve of the Agreement, including waiving the stay otherwise required under Bankruptcy Rule 6004(h). Moreover, it is important to the Debtor’s ongoing business prospects that season 2 of the Chosen Series be produced and released in 2020, so that the Debtor can continue to benefit under the License Agreement. The Trustee believes that the Agreement helps the Debtor's chance to successfully reorganize. It is in the best economic interests of the Debtor and its creditors for the Debtor to continue to distribute the Chosen Series. The Debtor and the Trustee anticipate that the Chosen Series will be a significant driver of business to the Debtor. The Trustee asks the Court to approve the Agreement. A copy of the Agreement is available at https://tinyurl.com/rdbdedj from PacerMonitor.com free of charge. About VidAngel Inc. Based in Provo, Utah, VidAngel, Inc. is an entertainment platform empowering users to filter language, nudity, violence, and other content from movies and TV shows on modern streaming devices such as iOS, Android, and Roku. The company's newly launched service empowers users to filter via their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as well as enjoy original content produced by VidAngel Studios. Its signature original series, Dry Bar Comedy, now features the world's largest collection of clean standup comedy, earning rave reviews from fans nationwide. VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal Harmon, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson oversees the case. The Debtor tapped J. Thomas Beckett, Esq., at Parsons Behle & Latimer, as bankruptcy counsel; Durham Jones & Pinegar, Baker Marquart LLP, and Stris & Maher LLP as special counsel; and Tanner LLC as auditor and advisor. The Debtor also hired economic consulting expert Analysis Group, Inc. WALNUT STREET: Sunrise Buying All Assets for $2 Million ------------------------------------------------------- Walnut Street Partners, LLC, asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of substantially all of assets to Sunrise Investments Corp. for $2 million, subject to overbid. The Debtor owns a commercial building, located at 101, 103, 105 SE, Magellan Drive, Blue Springs, Missouri. The Building was leased to one tenant but is currently vacant as the tenant went out of business. The Building is the Debtor's primary asset. The Building is subject to the lien of Equity Bank. At the time the case was filed, Equity Bank had scheduled a foreclosure, which has been stayed as a result of the Petition. The Debtor has been attempting to lease or sell the Building since the tenant vacated in December 2017. While there has been some interest, there have been no Viable purchasers or tenants, until recently. However, the strongest potential purchaser has now declined to make an offer. On Oct. 15, 2017, the Debtor entered into a Real Estate Sales Contract with Sunrise, a Kansas corporation, under which Sunrise has offered to purchase the Building, including improvements and fixtures, for $2 million, pursuant to their Contract, as amended on Jan. 7, 2020. The Debtor proposes to sell the Assets to Sunrise, free and clear of liens and encumbrances, which liens and encumbrances to attach to the sale proceeds. The Debtor did not utilize the services of a realtor or commercial broker in locating Sunrise and therefore, no commission is or will be due or payable to any party for the sale. During the year preceding the Petition Date, the Debtor employed Winbury Realty of K.C. LLC, doing business as Colliers International (Winbury) to assist it in its sale efforts; Winbury has agreed that it will not, upon sale of the Assets, be entitled to a fee from the Debtor or the proceeds of the sale. Pursuant to the Contract, Sunrise and the Debtor have agreed to a sale of the Assets to Sunrise for a purchase price of $2 million. The terms of the sale will be memorialized in the Order approving the Sale and, if requested by a competing bidder or Sunrise, in an Asset Purchase Agreement, in a form agreeable to the successful purchaser. Sunrise is purchasing the property in an "as is" condition and agrees to accept said property in its present condition. If Sunrise is not the winning bidder at the auction for the sale of the Assets, Sunrise will be entitled to receive $10,000 as a break-up fee, payable from the sale proceeds. Should parties other than Sunrise desire to submit competing offers to purchase the Assets, those offers will be subject to the following terms and conditions: a) Any purchase offer for all of the Assets must be submitted in an initial amount not less than $2,085,000. b) Any subsequent bids will be in minimum increments of $75,000, or such lesser amount as the Debtor considers appropriate, which may be determined at the sale hearing. c) Any competing bid will be on terms which are no more burdensome or conditional to the Debtor or less burdensome or conditional to the bidder than are the terms of the Contract. d) Any competing bid will not be contingent upon either receipt of financing necessary to its consummation, or upon completion of any due diligence. e) In order to participate in any bidding or auction process conducted at the Sale Hearing, a competing bidder must have already provided to the Debtor's counsel or appear with: (i) appropriate evidence of its financial ability to consummate a contract should such party be the successful bidder at the hearing on the motion; and (ii) a cashier's check in the amount of $25,000 as and for an earnest money deposit, which deposit will be refundable should the bidding process not result in a sale to the competing bidder. f) Any competing bidder must be able to perform under and enter into a contract substantially similar to the Contract no later than 30 days after the Sale Hearing. g) Any person who desires to submit a competing bid prior to the hearing on the Motion and who desires to conduct a due diligence investigation with the Debtor's cooperation will be entitled to conduct such due diligence investigation. h) The competing bidder will not tender an offer which is contingent on completion of due diligence or obtaining financing. The Assets are, either in part or in whole, subject to the lien of Equity Bank, whose lien will attach to the proceeds of the sale to the extent of its interest. To the best of its knowledge, the Debtor does not owe any Real Property or other taxes and therefore, none will be paid upon sale of the Assets. The Debtor therefore asks that it be authorized to complete and to conduct the sale to Sunrise, and that upon closing of the sale, all net sale proceeds be paid to Equity Bank to the extent of its interest, for application against the indebtedness owed to Equity Bank, as agreed upon between the Debtor and Equity Bank or as determined by the Court. A copy of the Contract is available at https://tinyurl.com/vmqlzuq from PacerMonitor.com free of charge. About Walnut Street Partners Walnut Street Partners, LLC, owns a building located at 101. 103. 105 SE Magellan Drive, Blue Springs, MO 64014 having an appraised value of $3.6 million. Walnut Street Partners sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 19-42377) on Sept. 13, 2019. In the petition signed by Karl Sigler, managing member, the Debtor disclosed total assets of $4,210,397 and total liabilities of $3,548,548. The case is assigned to Judge Brian T. Fenimore. The Debtor tapped Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., as counsel. WC 901 EAST: Case Summary & 12 Unsecured Creditors -------------------------------------------------- Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- WC 901 East Cesar Chavez, LLC 20-10252 814 Lavaca Street Austin, TX 78701 WC Hirshfeld Moore, LLC 20-10247 814 Lavaca Street Austin, TX 78701 WC 805-809 East Sixth, LLC 20-10251 814 Lavaca Street Austin, TX 78701 WC 1212 East Sixth, LLC 20-10253 814 Lavaca Street Austin, TX 78701 WC 320 Congress, LLC 20-10249 814 Lavaca Street Austin, TX 78701 WC 9005 Mountain Ridge, LLC 20-10254 814 Lavaca Street Austin, TX 78701 WC 103 East Fifth, LLC 20-10248 814 Lavaca Street Austin, TX 78701 WC 422 Congress, LLC 20-10250 814 Lavaca Street Austin, TX 78701 Business Description: The Debtors are primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: February 3, 2020 Court: United States Bankruptcy Court District of Delaware Judge: Hon. John T. Dorsey Debtors' Counsel: Joseph J. McMahon, Jr., Esq. CIARDI CIARDI & ASTIN 1204 N. King Street Wilmington, DE 19801 Tel: (302) 658-1100 x 3 Email: jmcmahon@ciardilaw.com WC 901 East Cesar's Estimated Assets: $10 million to $50 million WC 901 East Cesar's Estimated Liabilities: $10 million to $50 million WC Hirshfeld Moore's Estimated Assets: $10 million to $10 million WC Hirshfeld Moore's Estimated Liabilities: $10 million to $50 million WC 805-809 East's Estimated Assets: $1 million to $10 million WC 805-809 East's Estimated Liabilities: $10 million to $50 million WC 1212 East Sixth's Estimated Assets: $10 million to $50 million WC 1212 East Sixth's Estimated Liabilities: $10 million to $50 million WC 320 Congress' Estimated Assets: $10 million to $50 million WC 320 Congress' Estimated Liabilities: $10 million to $50 million WC 9005 Mountain's Estimated Assets: $10 million to $50 million WC 9005 Mountain's Estimated Liabilities: $10 million to $50 million WC 103 East Fifth's Estimated Assets: $10 million to $50 million WC 103 East Fifth's Estimated Liabilities: $10 million to $50 million WC 422 Congress' Estimated Assets: $10 million to $50 million WC 422 Congress' Estimated Liabilities: $10 million to $50 million The petitions were signed by Brian Elliott, corporate counsel. Copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/zRgHgd https://is.gd/9X48ZZ https://is.gd/c9ALbz https://is.gd/JT4qUv https://is.gd/eIWra5 https://is.gd/HVO2oW https://is.gd/86gqdO https://is.gd/vQGcT2 Consolidated List of Debtors' 12 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. AT&T $393 PO Box 105414 Atlanta, GA 30348-5414 2. Austin Deep Tissue Center, Inc. Unknown 320 Congress Avenue, Suite A2 Austin, TX 78701 3. Burnpile LLC Unknown 1800A Cinnamon Path Austin, TX 78704; 8006 Willet Trail, Austin, TX 787445 4. Chatham Hedging Advisors Unknown 235 Whitehorse Lane Kennett Square PA 1934 5. Jos. A. Bank Clothiers, Inc. Unknown 320 Congress Avenue, Suite A1 Austin, TX 78701 6. Spectrum/Charter Communications $125 PO Box 60074 City of Industry, CA 91716-0074 7. Texas Gas $62 PO Box 219913 Kansas City, MO 64121-9913 8. Wells Fargo Bank, N.A. Unknown 401 South Tryon Street, Eighth Floor, MAC D1050-084 Charlotte, NC 28202-4200 9. World Liquor & Tobacco Unknown 805 East 6th Street Austin, TX 78702 10. City of Austin $11,904 PO Box 2267 Austin, TX 78783-2267 11. Texas Comptroller of Unknown Public Accounts Revenue Accounting Division-Bankruptcy PO Box 13528 Capitol Station Austin, TX 78711 12. Travis County Tax Assessor Unknown Attn: Bluce Elfant 5501 Airport BlvdAustin, TX 78751 WD-I ASSOCIATES: UST Asks Compliance With Absolute Priority Rule ---------------------------------------------------------------- The United States Trustee objects to the Disclosure Statement of Debtor WD-I Associates, LLC, filed on August 5, 2019. In its objection, the U.S. Trustee points out that: * The Disclosure Statement and Plan provide that Class 4 (Equity Security Holders) will be deemed unimpaired and retain their shares. It is not clear, however, how that treatment complies with the absolute priority rule and it is not clear what value those shares would even have if the sale closes. * The Disclosure Statement reflects that the Debtor's balance sheet reflected $1,423,311.90 in amounts to the Debtor from affiliates and further discloses that while the Debtor has requested information as to these Receivables, from Wheeler Real Estate Company, it has not received any update. * The Disclosure Statement and Plan contemplate the establishment of a liquidating trust to pursue avoidance actions and outstanding collections (including the Receivables, amounts due from affiliates and other amounts). The Disclosure Statement and Plan, however, do not contemplate disclosing the identity of the Liquidating Trustee. * The Disclosure Statement and Plan need to be amended to clarify the entity responsible post-confirmation to file monthly operating reports and pay ongoing UST quarterly fees. A full-text copy of U.S. Trustee's objection to the Disclosure Statement dated Jan. 14, 2020, is available at https://tinyurl.com/wuyhwdh from PacerMonitor.com at no 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 oversees the case. Kevin Campbell, Esq. at Campbell Law Firm, P.A. is the Debtor's counsel. WHITE STONE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: White Stone Foods, LLC DBA Long John Silver's DBA A&W Restaurants 2563 Jardin Manor Weston, FL 33327 Business Description: White Stone Foods, LLC is a privately held company in the fast food restaurant business. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-11531 Judge: Hon. Scott M. Grossman Debtor's Counsel: Brian S. Behar, Esq. BEHAR, GUTT & GLAZER, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, FL 33004 Tel: 305-931-3771 E-mail: bsb@bgglaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John S. Robles, managing member. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/Wg27kN WINE UTOPIA: Selling Liquor Licenses to Coppola & Palaka -------------------------------------------------------- Wine Utopia, LLC and F & T Spirits Enterprises, Inc. filed with the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of plenary retail distribution liquors licenses and plenary retail consumption liquor license to Carl Coppola and Justin Palaka. The sale will be free and clear of all Liens, with Liens, if any, to attach to the proceeds. A hearing on the Motion is set for Feb. 4, 2020 at 10:00 a.m. The objection deadline is at least seven days prior to the hearing date. About Wine Utopia Privately held wholesalers of wines and liquors F & T Spirits Enterprises Inc. and Wine Utopia, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-32364 and 19-32365) on Nov. 27, 2019. The entities are owned by the Helmkas. The cases are jointly administered under Case No. 18-32272. Judge Christine M. Gravelle is the presiding judge. The Debtors tapped Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., as counsel. YIELD10 BIOSCIENCE: Regains Compliance with Nasdaq Bid Price Rule ----------------------------------------------------------------- Yield10 Bioscience, Inc. has received a letter from The Nasdaq Stock Market LLC notifying the Company that it has regained compliance with the Nasdaq Capital Market's minimum bid price continued listing requirement. The letter noted that as of Jan. 30, 2020, the Company evidenced a closing bid price of its common stock in excess of the $1.00 minimum requirement for at least ten consecutive trading days. Accordingly, the Company has regained compliance with Nasdaq Marketplace Rule 5550(a)(2) and Nasdaq considers the matter closed. About Yield10 Bioscience Yield10 Bioscience, Inc. is an agricultural bioscience company which uses its "Trait Factory" to develop high value seed traits for the agriculture and food industries to achieve step-change improvements in crop yield to enhance global food security and develop specialty crop products. Yield10 has an extensive track record of innovation based around optimizing the flow of carbon in living systems. The "Trait Factory" has two components: the "GRAIN" computational modeling platform, which is used to identify specific gene changes designed to improve crop performance, and the deployment of those changes into crops using genome-editing or traditional agricultural biotechnology approaches. The purpose of the "Trait Factory" is to engineer precise alterations to gene activity and the flow of carbon in plants to produce higher yields with lower inputs of land, water or fertilizer. Yield10 is advancing several yield traits it has developed in crops such as canola, soybean and corn. Yield10 is headquartered in Woburn, MA and has an Oilseeds Center of Excellence in Saskatoon, Canada. Yield10 Bioscience reported a net loss of $9.17 million in 2018 following a net loss of $9.39 million in 2017. As of Sept. 30, 2019, the Company had $9.42 million in total assets, $6.80 million in total liabilities, and $2.62 million in total stockholders' equity. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 28, 2019, citing that the Company has suffered recurring losses from operations and has diminishing capital resources, which raises substantial doubt about its ability to continue as a going concern. ZVG@PALISADES LLC: Seeks to Hire Goldberg Weprin as Counsel ----------------------------------------------------------- ZVG@Palisades LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP, as counsel to the Debtor. ZVG@Palisades LLC requires Goldberg Weprin to: a. provide the Debtors with necessary legal advice in connection with the operation and rehabilitation of their business during the Chapter 11 cases, and their responsibilities and duties as debtors-in-possession; b. represent the Debtors in all proceedings before the Bankruptcy court and the U.S. Trustee; c. review and prepare all necessary legal papers, petitions, orders, applications, motions, reports and plan documents on the Debtor's behalf; d. represent the Debtors in all litigation involving the landlord and lender; and e. perform all other legal services for the Debtors which may be necessary to obtain a successful conclusion of the Chapter 11 cases. Goldberg Weprin will be paid at these hourly rates: Partners $575 Associates $275 to $425 Goldberg Weprin will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin J. Nash, a partner at Goldberg Weprin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Goldberg Weprin can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway New York, NY 10036 Tel: (212) 221-57000 E-mail: knash@gwfglaw.com About ZVG@Palisades LLC ZVG @ Palisades LLC, as assignee, is the would-be purchaser of certain real property located in Orangetown, NY pursuant to contract of sale, dated April 4, 2019, as amended. More particularly, the property in question is located at 234 Route 9W, Orangetown, New York, and is improved by a hotel and conference center. The current owner of the Property is HNA Training Center NY, LLC. The Debtor sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-45511) on Sept. 12, 2019 in Brooklyn, New York. At the time of filing, the Debtor was estimated with both assets and liabilities at $10 million to $50 million. The petition was signed by Yechiel Meyer Frenkel, manager. The case is assigned to Judge Carla E. Craig. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP represents the Debtor. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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