/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200909.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, September 9, 2020, Vol. 24, No. 252 Headlines 670 KNABB LLC: Seeks to Hire Baumeister Denz as Counsel AMAZING ENERGY: Seeks to Hire Ternan Law Firm as Special Counsel AMBERSON NATURAL: Hires Davis & Santos as Special Counsel AMERICAN CENTER: U.S. Trustee Objects to Third-Party Releases AND INK 1: Seeks to Hire Tarpy Cox as Legal Counsel APC AUTOMOTIVE: Completes Chapter 11 Restructuring ASHFORD INC: Board Decides to Waive Fees Under Loan Agreements ASHFORD INC: Receives Noncompliance Notice from NYSE American ASHFORD INC: Reports $16.7 Million Net Loss for Second Quarter ASTRIA HEALTH: Committee Says Lapis/UMB-Backed Plan Deeply Flawed BEL AIRE PROPERTIES: Case Summary & 3 Unsecured Creditors BILTMORE 24: Unsecured Creditors to be Paid in Full Over 5 Years BIONANO GENOMICS: Acquires Diagnostics Services Provider Lineagen BIONANO GENOMICS: Adjourns Special Meeting Until Sept. 29 BIONANO GENOMICS: Appoints Tech Executive Stewart as its CFO BIONANO GENOMICS: Incurs $8.07 Million Net Loss in Second Quarter BJ SERVICES: Taps Mr. Schnur of Ankura as Financial Advisor CALIFORNIA PIZZA: Consenting Lenders Agree to Fund $107.7MM CEC DEVELOPMENT: Prepackaged Liquidating Plan Confirmed by Judge CENTRO EVANGELISTICO: Seeks Court Approval to Hire Realtor CHISHOLM OIL: 2nd Lien Lenders Object to Plan 'Death Trap' CINEMEX USA: Hires Deloitte Tax to Provide Tax Services CITIES GRILL: Former Property Bought by Atlantis for $1.6 Million CLYDE J. SUTTON, JR: Bennetts Buying Lewisburg Property for $120K COMMUNITY PROVIDER: Hires CohnReznick Capital as Investment Banker CONGOLEUM CORP: Sept. 28 Auction of All Assets Set CUPID CANDIES: $360K Sale of All Assets to Brown Sugar Approved DALRADA FINANCIAL: Incurs $1.04 Million Net Loss in Third Quarter DANNYLAND LLC: Authorized to Use Cash Collateral DAVIDSTEA INC: Receives Noncompliance Notice from Nasdaq DENBURY RESOURCES: Unsecureds be Paid in Full or be Reinstated DIGITALTOWN INC: Case Summary & 20 Largest Unsecured Creditors DLT RESOLUTION: Incurs $77K Net Loss in Second Quarter EAGLE ENTERPRISES: Sept. 24 Plan Confirmation Hearing Set ELMORE REALTY: Counsel to File Amended Bid to Sell Holland Property FORBCO SIZZLER: FAT Brands Buying W & J Assets for $100K FOX PROPERTY: May Use Cash Collateral Thru Feb. 2021 FRANCESCA'S HOLDINGS: Terminates Computershare Rights Agreement FREEMAN MOBILE ORTHODONTICS: Has Interim OK to Use BofA Cash FREEMAN MOBILE: Has Interim OK to Use Woodforest Collateral GJK FL ENTERPRISES: Has Until Sep. 14 to File Plan & Disclosure GOODNO'S JEWELRY: Combined Liquidating Plan Confirmed by Judge GREATER BLESSED: Unsecureds to be Paid in Full over 5 Years GREENPOINT TACTICAL: Plan to be Funded by Minerals Sale Proceeds GROUPE DYNAMITE: Chapter 15 Case Summary HOLBROOK/SEARIGHT: Hires James E. Dickmeyer as Legal Counsel IFS SECURITIES: Sept. 17 Plan & Disclosure Hearing Set IMPERIAL ROI: Proposes Sale of Dallas Property INTEGRITY HOME: Amended Plan of Reorganization Confirmed by Judge K.G. IM LLC: Seeks to Hire Davis & Gilbert as Special Counsel K.G. IM LLC: Seeks to Hire Omni as Administrative Agent LADAN INC: Unsecured Creditors to Have 8.75% Recovery in Plan LBJ HEALTHCARE: Unsecured Creditors to Recover 5% over 5 Years LEVEL SOLAR: Unsecureds to Get Paid from Creditor Trust Proceeds LIQUID COLLECTIVE: Trustee Asks Approval of Agreement with MBC LONE STAR HOTELS: Hires Joseph T. Joseph Accountant MEDCOAST MEDSERVICE: IRS Has Issues With Plan Redline MIA & ASSOCIATES: Hires R.J. Parham as Special Counsel MOHAMMAD REZA ASSADI: Selling Lee County Properties for $277K MOOD MEDIA: Gets Court Approval to Hire Investment Bankers MOOD MEDIA: Taps Berkeley Research as Financial Advisor MOOD MEDIA: Unsecured Creditors be Paid in Full in Prepack Plan MURPHY SHIPPING: Gets Approval to Hire Wiley Law Group as Counsel NEW YORK OPTICAL: May Use Cash Collateral NICHOLS EXECUTIVE: Case Summary & 2 Unsecured Creditors NTS W. USA: Hires Mr. Ryniker of Ryniker Consultants as CRO OHIO CITY NAILS: Seeks to Hire Donald Butler as Attorney PESCRILLO NIAGARA: Unsecureds Guaranteed 10% in Plan RALPH MARRA: Mar Buying RJRM's Hoosick Falls Property for $260K RETAIL SOLUTIONS: Gets Approval to Hire Allen Barnes as Counsel RGN-CULVER CITY I: Voluntary Chapter 11 Case Summary RIVERBEND ENVIRONMENTAL: $5.13M Cash Sale of Assets to Greenway OKd ROCHESTER DRUG: Sept. 23 Auction of Settled Antitrust Suit Claims ROSEGARDEN HEALTH: Trustee Selling Assets to Waterbury for $8.1K RVT INC: Has Until Nov. 30 to File Plan & Disclosures SANAM CONYERS: Covington's Plan to be Funded by Continued Operation SEMBLANCE MEDSPA: Seeks to Hire Nolan Heller as Counsel SHARING ECONOMY: Incurs $676,642 Net Loss in First Quarter SIMPLY ESSENTIALS: Hires Wandro & Associates as Special Counsel SIMPLY ESSENTIALS: Seeks to Hire Wanger Jones as Bankruptcy Counsel SN TEAM: Seeks to Hire Timothy Thomas as Counsel SUNEX INTERNATIONAL: Sept. 10 Plan Confirmation Hearing Set THOMPSON NATIONAL: Unsecureds Creditors to Receive $25K per Year TIME DEFINITE: SBA Says PPP Loan Excluded From Plan TONOPAH SOLAR: Unsecured Creditors to Have 100% Recovery in Plan VIDANGEL INC: Trustee Hires Expert Witness in Warner Bros. Suit VIDANGEL INC: Trustee Taps Scalar LLC as Stock Valuation Advisor WRW INC: Seeks to Hire C. Scott Kirk as Legal Counsel WRW INC: Seeks to Hire Greg W. Isley, CPA as Accountant ********* 670 KNABB LLC: Seeks to Hire Baumeister Denz as Counsel ------------------------------------------------------- 670 Knabb LLC seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Baumeister Denz LLP, counsel to the Debtor. 670 Knabb LLC requires Baumeister Denz to: a. render general advice concerning the Debtor's and creditor's rights and various other questions that have arisen so far in connection with the Debtor's pending Chapter 11 proceedings; b. advise the Debtor of its obligations as debtor in possession under the Code; c. file notices of bankruptcy in pending state court foreclosure actions; d. appear at initial debtor interview with U.S. Trustee and various other matters. Baumeister Denz will be paid at the hourly rate of $300. Prior to filing of the Petition, Katherine Cichocki, sole member of the Debtor, tendered the sum of $10,000 to Baumeister Denz for legal services rendered prior to the commencement of, and to be rendered in connection with, this Chapter 11 proceeding. Baumeister Denz will also be reimbursed for reasonable out-of-pocket expenses incurred. Arthur G. Baumeister, Jr., partner of Baumeister Denz LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Baumeister Denz can be reached at: Arthur G. Baumeister, Jr., Esq. BAUMEISTER DENZ LLP 172 Franklin Street, Suite 2 Buffalo, NY 14202 Tel: (716) 852-1300 E-mail: abaumeister@bdlegal.net About 670 Knabb LLC 670 Knabb LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns five residential vacant lands and a single family residence in Elma, N.Y., having an aggregate current value of $2.13 million. 670 Knabb sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10932) on July 15, 2020. At the time of the filing, Debtor disclosed total assets of $2,136,357 and total liabilities of $1,065,000. Judge Carl L. Bucki oversees the case. Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP, is the Debtor's legal counsel. AMAZING ENERGY: Seeks to Hire Ternan Law Firm as Special Counsel ---------------------------------------------------------------- Amazing Energy MS, LLC and its affiliates seek authority from the U.S. Bankruptcy Court from the Southern District of Mississippi to employ Ternan Law Firm, PLLC. The firm will serve as special counsel for Amazing Energy MS' affiliate, Amazing Energy LLC, in three separate lawsuits involving AAPIM, LLC and a group of creditors including Arnold Jed Miesner, managing member of JLM GP, LLC. The firm's services will be provided mainly by Jack Ternan, Esq., who will be paid at the rate of $500 per hour. Ternan Law neither holds nor represents any adverse interest with respect to the matters for which the firm is to be employed, according to court filings. The firm can be reached through: Jack G. B. Ternan, Esq. Ternan Law Firm, PLLC 1400 Preston Road, Suite 400 Plano, TX 75093 Phone: 972-665-9939 Email: JT@ternanlawfirm.com About Amazing Energy Amazing Energy MS, LLC, Amazing Energy Holdings, LLC and Amazing Energy, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case Nos. 20-01243, 20-1245 and 20-01244) on April 6, 2020. On July 13, 2020, the cases were transferred to the U.S. Bankruptcy Court for the Eastern District of Texas and were assigned new case numbers (20-41558 for Amazing Energy MS, 20-41563 for Amazing Energy Holdings and 20-41561 for Amazing Energy LLC). The cases are jointly administered under Case No. 20-41558. At the time of the filing, Amazing Energy MS and Amazing Energy Holdings disclosed assets of between $1 million and $10 million and liabilities of the same range while Amazing Energy, LLC estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Brenda T. Rhoades oversees the cases. Debtors are represented by Heller, Draper, Patrick, Horn & Manthey, LLC and Wheeler & Wheeler, PLLC. AMBERSON NATURAL: Hires Davis & Santos as Special Counsel --------------------------------------------------------- Amberson Natural Resources LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Davis & Santos, P.C., as special counsel to the Debtor. The Debtor is engaged in litigation with James A. McAllen ("McAllen") and certain entities affiliated with McAllen (collectively with McAllen, the "McAllen Entities") regarding interests the Debtor owns in Cannon Grove Investments, LLC ("Cannon Grove"). Cannon Grove owns several tracts of real property (the "CG Properties") in Hidalgo County, Texas. The Debtor and Jon Christian Amberson ("JCA"), the Debtor's manager and himself a debtor before this court in Case Number 20-51324, defended against claims the McAllen Parties asserted in Texas state court that were subsequently referred to arbitration (the "Arbitration"). Amberson Natural requires Davis & Santos to act as special counsel and provide legal services to the Debtor for the Arbitration and subsequent litigation. Davis & Santos will be paid at these hourly rates: Jason Davis, Founding Partner $595 Caroline Newman Small, Managing Partner $475 Associates $300 to $450 Paralegals $150 Davis & Santos will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Davis, partner of Davis & Santos, 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. Davis & Santos can be reached at: Jason Davis, Esq. DAVIS & SANTOS, P.C. 719 S Flores St. San Antonio, TX 78204 Tel: (210) 853-5882 About Amberson Natural Resources Amberson Natural Resources, LLC, based in San Antonio, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-51302) on July 20, 2020. In the petition signed by Jon Christian Amberson, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. WICK PHILLIPS GOULD & MARTIN LLP, serves as bankruptcy counsel to the Debtor. AMERICAN CENTER: U.S. Trustee Objects to Third-Party Releases ------------------------------------------------------------- Andrew R. Vara, the United States Trustee for Regions 3 and 9 objects to the Fourth Modified Plan of Reorganization of American Center for Civil Justice, Inc. In support of the Objection, the United States Trustee states: * The Debtors are seeking certain third-party releases in various sections of the Plan. It appears that the third-party releases may be nonconsensual third-party releases. * The Debtor has not established that the third-party releases are necessary to the success of the Debtor’s reorganization, fair to the enjoined parties or given for reasonable consideration. * As the Debtor's officers, directors, members, attorneys and advisors are receiving an exculpation, they should be removed from the third party releases set forth in sections IVA(3)(a)(1), (2) and (3), IVF, IVG and IVI of the Plan. * The discharge provision is overbroad as it requires the dismissal of litigation against the Non-Debtor Parties and discharges certain affiliates of the Debtor. A full-text copy of the United States Trustee's objection to disclosure statement dated July 28, 2020, is available at https://tinyurl.com/y4eckt4t from PacerMonitor at no charge. About American Center for Civil Justice American Center for Civil Justice, Inc., is a tax-exempt organization that provides legal services. The organization defends human and civil rights by advocating and aiding lawsuits by victims of oppression, acts of violence and other injustices. American Center for Civil Justice filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-15691) on March 23, 2018. In the petition signed by Elie Perr, president, the company was estimated to have $10 million to $50 million in assets and liabilities. The Honorable Christine M. Gravelle oversees the case. Timothy P. Neumann, Esq., of Broege, Neumann, Fischer & Shaver LLC, is the Debtors' counsel. AND INK 1: Seeks to Hire Tarpy Cox as Legal Counsel --------------------------------------------------- And Ink 1, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Tarpy Cox Fleishman & Leveille, PLLC as its legal counsel. Debtor requires legal assistance in all matters related to its Chapter 11 bankruptcy, including litigation in the bankruptcy, federal and state courts. The firm's attorneys and paralegals will be paid at hourly rates as follows: Thomas Leveille $350 Ed Shultz $300 Seth Oakes $250 Paralegal $75 - $95 Tarpy Cox received an initial retainer of $7,500, plus the filing fee of $1,717. The firm has been paid $1,500 for services through Aug. 16 and $6,000 remains in its trust account. The firm will also be reimbursed for out-of-pocket expenses incurred. Lynn Tarpy, Esq., a partner at Tarpy Cox, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Tarpy Cox can be reached at: Lynn Tarpy, Esq. Tarpy Cox Fleishman & Leveille, PLLC 1111 N. Northshore, Suite N-290 Knoxville, TN 37919 Tel: (865) 588-1096 About And Ink 1 LLC And Ink 1, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the owner of fee simple title to a medical building and office located at 1612 Downtown West Blvd., Knoxville, Tenn., valued at $1.86 million. And Ink 1 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 20-31904) on Aug. 14, 2020. In the petition signed by Fran Incandela, member, Debtor disclosed $1,867,500 in assets and $1,903,749 in liabilities. Tarpy Cox Fleishman & Leveille, PLLC is Debtor's legal counsel. APC AUTOMOTIVE: Completes Chapter 11 Restructuring -------------------------------------------------- APC Automotive Technologies, LLC, together with certain of its subsidiaries announced that it has successfully implemented the debt restructuring set out in the Restructuring Support Agreement with its asset-based lenders, term loan lenders, and significant equity holders, following confirmation of the Company's chapter 11 plan of reorganization by the U.S. Bankruptcy Court for the District of Delaware on July 10, 2020, which became effective today, July 24, 2020. As part of the restructuring, the Company has reduced the debt on its balance sheet by more than $290 million and secured a new $50 million senior secured term loan to finance its go-forward operations. The current management team, including CEO Tribby Warfield, will continue to lead the Company forward and advance its strategic, operational, and growth transformation initiatives. "Our successful completion of this restructuring will allow us to better serve our customers and invest in our growth for years to come," said Tribby Warfield, Chief Executive Officer of the Company. "As we said at the outset of this process, this milestone reflects our continued confidence and that of our stakeholders that we are on track for sustainable, long-term success. We look forward to continuing to build out our culture of high performance, accountability, and contribution that will enable us to deliver that success to our teammates, customers, suppliers, and the aftermarket as a whole." Parties with questions about APC’s restructuring and emergence from chapter 11 may contact its Claims and Solicitation agent, Stretto, at 855.260.9397 (toll-free in the U.S.) or 949.407.8590 or visit https://cases.stretto.com/APC. Kirkland & Ellis LLP, Jefferies LLC, and WeinsweigAdvisors LLC served as advisors to the Company through the restructuring. About APC Automotive APC Automotive Technologies Intermediate Holdings, LLC and its affiliates are aftermarket suppliers of brake, chassis, exhaust, and emissions parts for passenger vehicles, trucks, and commercial vehicles. They were formed through the merger of AP Exhaust and Centric in 2017. On June 3, 2020, APC Automotive Technologies and its 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11466). Templar Energy was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel; Jefferies Group, LLC as financial advisor; Weinsweigadvisors, LLC as restructuring advisor; Ernst & Young LLP as tax advisor; and Bankruptcy Management Solutions, Inc. as notice, claims and balloting agent and as administrative advisor. ASHFORD INC: Board Decides to Waive Fees Under Loan Agreements -------------------------------------------------------------- As previously reported in the current report on Form 8-K, filed by Ashford Inc. with the Securities and Exchange Commission on March 20, 2020, Lismore Capital II LLC, a subsidiary of the Company, entered into an agreement whereby Lismore, acting as agent for Braemar Hotels & Resorts Inc., sought to potentially refinance, modify or seek forbearances of Braemar's existing mortgage and mezzanine loans and credit facility with Bank of America, N.A., as administrative agent. Additionally, on July 1, 2020, Lismore entered into an amended and restated agreement, effective as of April 6, 2020, with Ashford Hospitality Trust, Inc. and its affiliates whereby Lismore, acting as agent for Ashford Trust, sought to potentially refinance, modify or seek forbearances of Ashford Trust's existing mortgage and mezzanine loans. Pursuant to the terms of the Braemar Agreement, the fees Lismore would be entitled to, absent waiver, with respect to a $435 million loan secured by the Seattle Marriott Waterfront, The Clancy San Francisco, The Notary Hotel and the Chicago Sofitel Magnificent Mile, are: (i) a $543,750 fee paid upon execution of the Braemar Agreement and not subject to clawback; (ii) a $543,750 fee payable in monthly installment payments and subject to clawback; and (iii) a $1,087,500 success fee payable only in connection with a signed forbearance or other agreement. On Aug. 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service, the independent members of the Company's board of directors decided to waive the fees described in clauses (ii) and (iii) of the previous sentence, with respect to the BAML 4-Pack loan. Pursuant to the terms of the Amended Ashford Trust Agreement, the fees Lismore would be entitled to, absent waiver, with respect to the Rockbridge loan portfolio, a $144 million loan secured by Courtyard Billerica, Hampton Inn Columbus Easton, Hampton Inn Phoenix Airport, Homewood Suites Pittsburgh Southpointe, Hampton Inn Pittsburgh Waterfront, Hampton Inn Pittsburgh Washington, Residence Inn Stillwater and Courtyard Wichita, are: (i) a $180,000 fee paid upon the execution of the Amended Ashford Trust Agreement; (ii) a $180,000 fee payable in monthly installment payments and subject to clawback; and (iii) a $360,000 success fee payable only in connection with a signed forbearance or other agreement. On Aug. 25, 2020, in light of the fact that Ashford Trust subsequently agreed to transfer the Rockbridge Portfolio hotels to the lender in a deed-in-lieu transaction, the independent members of the Company's board of directors decided to waive the fees described in clauses (ii) and (iii) of the previous sentence, with respect to the Rockbridge Portfolio loan. Pursuant to the terms of the Amended Ashford Trust Agreement, the fees Lismore would be entitled to, absent waiver, with respect to a $25 million loan secured by the La Posada de Santa Fe, are: (i) a $31,250 fee paid upon the execution of the Amended Ashford Trust Agreement; (ii) a $31,250 fee payable in monthly installment payments and subject to clawback; and (iii) a $62,500 success fee payable only in connection with a signed forbearance or other agreement. On Aug. 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service, the independent members of the Company's board of directors decided to waive the fees described in clauses (ii) and (iii) of the previous sentence, with respect to the La Posada Loan. About Ashford Headquartered in Dallas, Texas, Ashford -- http://www.ashfordinc.com/-- provides global asset management, investment management and related services to the real estate and hospitality sectors. Ashford reported a net loss attributable to common stockholders of $30.22 million for the year ended Dec. 31, 2019, compared to net income attributable to common stockholders of $4.98 million for the year ended Dec. 31, 2018. ASHFORD INC: Receives Noncompliance Notice from NYSE American ------------------------------------------------------------- Ashford Inc. received a letter from the NYSE American LLC dated Aug. 26, 2020, notifying that the Company is no longer in compliance with NYSE American continued listing standards. Specifically, the letter states that the Company is not in compliance with the continued listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide. Section 1003(a)(i) requires a listed company to have stockholders' equity of $2 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. Section 1003(a)(ii) requires a listed company to have stockholders' equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company reported a stockholders' deficit of $159.1 million as of June 30, 2020, and has had losses from continuing operations and/or net losses in each of its five most recent fiscal years, except for the fiscal year ended Dec. 31, 2018. However, Section 1003(a) states that the NYSE American will not normally consider suspending dealings in, or removing from the list, the securities of a listed company which is below standards (i) and (ii) of Section 1003(a) if the listed company is in compliance with the following two standards: (1) total value of market capitalization of at least $50 million; or total assets and revenue of $50 million each in its last fiscal year, or in two of its last three fiscal years; and (2) the listed company has at least 1.1 million shares publicly held, a market value of publicly held shares of at least $15 million and 400 round lot shareholders. As of Aug. 26, 2020, the Company was in compliance with the first standard because it had total assets and total revenue of at least $50 million in its last fiscal year and was in compliance with the second standard, except that the current market value of publicly held shares was below $15 million. The Company must submit a plan of compliance by Sept. 25, 2020 addressing how it intends to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide by Feb. 26, 2022, or sooner if the NYSE American determines that the nature and circumstances of the Company's continued listing status warrant a shorter period of time. The Company intends to fully comply with the NYSE American's requests and will submit its Plan accordingly. The Company's stock will continue to be listed on the NYSE American while the Company evaluates its various alternatives. The Company's receipt of such notification from the NYSE American does not affect the Company's business, operations or reporting requirements with the U.S. Securities and Exchange Commission. About Ashford Headquartered in Dallas, Texas, Ashford -- http://www.ashfordinc.com/-- provides global asset management, investment management and related services to the real estate and hospitality sectors. Ashford reported a net loss attributable to common stockholders of $30.22 million for the year ended Dec. 31, 2019, compared to net income attributable to common stockholders of $4.98 million for the year ended Dec. 31, 2018. ASHFORD INC: Reports $16.7 Million Net Loss for Second Quarter -------------------------------------------------------------- Ashford Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $16.73 million on $45.60 million of total revenues for the three months ended June 30, 2020, compared to a net loss attributable to common stockholders of $3.16 million on $63.47 million of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss attributable to common stockholders of $203.06 million on $179.44 million of total revenues compared to a net loss attributable to common stockholders of $5.74 million on $126.79 million of total revenues for the six months ended June 30, 2019. As of June 30, 2020, the Company had $616.01 million in total assets, $295.82 million in total liabilities, $475.66 million in series D convertible preferred stock, $3.68 million in redeemable noncontrolling interests, and a total deficit of $159.16 million. The Company has determined that there is substantial doubt about the Company's ability to continue as a going concern for at least one year after Aug. 7, 2020 (the date the financial statements are issued). U.S. generally accepted accounting principles require that in making this determination, the Company cannot consider any remedies that are outside of the Company's control and have not been fully implemented. As a result, the Company could not consider future potential fundraising activities, whether through equity or debt offerings, disposition of assets or the likelihood of obtaining debt waivers as the Company could not conclude they were probable of being effectively implemented. Further, the Company could not consider continued cash payment of advisory fees and other revenue from Ashford Trust and Braemar, two of the Company's key customers, due to the uncertainty of future payment of such fees because each of Ashford Trust and Braemar currently exhibits conditions that create substantial doubt about the ability for each to continue as a going concern. Also, the continued cash payment of such advisory fees and other revenue remains subject to the discretion of the independent board members of each of Ashford Trust and Braemar, which is not within the Company's control. As such, the Company's ability to remain in compliance with the financial covenants related to its Term Loan Agreement, as amended, for the next twelve months is outside of management's control. Accordingly, the Company has classified the entire $35.0 million outstanding under its Term Loan Agreement, as amended, as a current liability on its condensed consolidated balance sheet which resulted in a negative $40.0 million working capital position as of June 30, 2020. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1604738/000160473820000040/ainc2020q210-q.htm About Ashford Headquartered in Dallas, Texas, Ashford -- http://www.ashfordinc.com/-- provides global asset management, investment management and related services to the real estate and hospitality sectors. Ashford reported a net loss attributable to common stockholders of $30.22 million for the year ended Dec. 31, 2019, compared to net income attributable to common stockholders of $4.98 million for the year ended Dec. 31, 2018. ASTRIA HEALTH: Committee Says Lapis/UMB-Backed Plan Deeply Flawed ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the chapter 11 cases of Astria Health and its affiliated debtors, to the Motion for an Order Approving Disclosure Statement proposed by the Debtors. In support of the Objection, the Committee represents as follows: * The Debtors' Plan, negotiated among the Debtors and their secured creditors Lapis Advisers, LP and UMB Bank, N.A. (the "Plan Proponents") to the Committee's exclusion, is deeply flawed and fails to meet the confirmation requirements of section 1129 of the Bankruptcy Code. * The proposed Plan allocates all of the Debtors’ distributable value to the reorganized Debtors and the Debtors' secured creditors while providing the Class 4 general unsecured creditors only a pro rata share of any proceeds of the estates’ avoidance actions arising under chapter 5 of the Bankruptcy Code, which would result in the mere redistribution of potential litigation proceeds within the general unsecured class. * The Committee intends to demonstrate through discovery to be conducted in this contested matter that the Debtors' total enterprise value exceeds the secured debt and administrative and priority claims as of the projected effective date of the Plan. This “excess” value should be shared by the Class 4 general unsecured creditors consistent with the provisions of section 1129 of the Bankruptcy Code. The Committee objects to the approval of the Disclosure Statement on the ground that it does not contain "adequate information" as required by section 1125(b) of the Bankruptcy Code to the extent that it omits information regarding the Committee's opposition to the Plan. A full-text copy of the Committee's objection dated July 30, 2020, is available at https://tinyurl.com/yxsa2x8x from PacerMonitor.com at no charge. Co-Counsel for the Official Committee of Unsecured Creditors: SILLS CUMMIS & GROSS P.C. Andrew H. Sherman Boris Mankovetskiy One Riverfront Plaza Newark, NJ 07102 Telephone: (973) 643-7000 E-mail: asherman@sillscummis.com bmankovetskiy@sillscummis.com POLSINELLI PC Jane Pearson 1000 Second Avenue, Suite 3500 Seattle, WA 98104 Telephone: (206) 393-5415 E-mail: jane.pearson@polsinelli.com About Astria Health Astria Health and its subsidiaries -- https://www.astria.health/-- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. BEL AIRE PROPERTIES: Case Summary & 3 Unsecured Creditors --------------------------------------------------------- Debtor: Bel Aire Properties 1088 East 390 South American Fork UT 84003 Business Description: Bel Aire Properties is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: September 8, 2020 Court: United States Bankruptcy Court District of Utah Case No.: 20-25412 Judge: Hon. Kimball R. Mosier Debtor's Counsel: Deborah R. Chandler, Esq. ANDERSON & KARRENBERG 50 W. Broadway, Suite 700 Salt Lake City, UT 84101 Tel: 801 534 1700 Email: dchandler@aklawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Sabins, member. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4WK2T5Y/Bel_Aire_Properties__utbke-20-25412__0001.0.pdf?mcid=tGE4TAMA BILTMORE 24: Unsecured Creditors to be Paid in Full Over 5 Years ---------------------------------------------------------------- Debtors Biltmore 24, LLC; Gray Blue Sky Scottsdale Residential Phase 1, LLC; Gray Guarantors I, LLC; Gray Guarantors II, LLC; and Gray Guarantors III, LLC filed the Disclosure Statement in connection with the solicitation of acceptances for the Amended Plan of Reorganization dated July 28, 2020. This is a Plan of Reorganization which contemplates a series of sales or real estate owned by the Debtors to fund a restructuring of the Debtors’ financial obligations. It is not a Liquidating Plan. Reliant Group, a $2 billion apartment fund in San Francisco, was the only group able to move forward on anything within the 90-day window Gray had to provide a Plan of Reorganization. They have submitted a letter of intent to buy the GG-III fee-simple property at Desert Ridge, also known as Parcel 2H, for $11,000,000. It was expected that Reliant would release sufficient nonrefundable earnest money upfront to make the $521,016 payment due on July 20 and pay the rent due ASLD on July 8, but Reliant ultimately decided against it given the uncertainty of the Court approving the Plan and/or the standalone sale of GG-III at what Reliant considers a heavily discounted price. The 2017 CBRE appraisal previously provided the Court for this land was $11,060,000. Reliant Group is also interested in buying the Biltmore land but ran out of time to complete their underwriting on top of the GG-III underwriting before the Debtors had to file the Plan. Gray's prior testimony assumed Reliant would provide letters of intent for both GG-III and Biltmore as part of a more robust Plan of Reorganization. Class 3 General Unsecured Claims will receive, in full and complete settlement, satisfaction and discharge of such Allowed Claim, five equal annual payments, which will total the full amount of the holder's Allowed Claim. The first payment will be made nine months after the Effective Date. Class 4 Emerald Equities will be entitled to close escrow on the Gray Blue Sky Property when the Court approves a sales contract which remains to be negotiated, mediated, or determined by the Court. The older of Class 4 is not entitled to any other payment or transfer or property. Class 5 Equity holder will retain its interest(s) in each of the Debtors, subject to full and complete payment to the holders of the Class 2 (A)-(C) and Class 3 claims. The proceeds from the liquidation of various assets and claims will be the source of recovery to creditors. The monies will be disbursed by a Plan Agent. The proposed Plan Agent is Mr. Bruce Gray. A full-text copy of the Amended Plan of Reorganization dated July 28, 2020, is available at https://tinyurl.com/y4kb5xzm from PacerMonitor at no charge. Counsel for Debtors: Law Offices of MICHAEL W. CARMEL, LTD. 80 East Columbus Avenue Phoenix, Arizona 85012-2334 Telephone: (602) 264-4965 Arizona State Bar No. 007356 Facsimile: (602) 277-0144 E-mail: Michael@mcarmellaw.com About Biltmore 24 Investors Biltmore 24 Investors SPE LLC and its affiliates, Gray Blue Sky Scottsdale Residential Phase I LLC, Gray Guarantors I LLC, Gray Guarantors II LLC, and Gray Guarantors III LLC, listed their businesses as single asset real estate (as defined in 11 U.S.C. Section 101(51B) and were formed for the purpose of real estate acquisition and ownership. On April 21, 2020, Biltmore 24 and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 20-04130). The petitions were signed by Bruce Gray, manager. At the time of the filing, the Debtors had estimated assets of between $10 million and $100 million and liabilities of between $50 million and $500 million. Judge Brenda K. Martin oversees the cases. Michael W. Carmel, Ltd. is the Debtors' bankruptcy counsel. Debtors also hired Kutak Rock, LLP, Beus Gilbert McGroder, PLLC and Cohen Dowd Quigley as their special counsel. BIONANO GENOMICS: Acquires Diagnostics Services Provider Lineagen ----------------------------------------------------------------- Bionano Genomics, Inc., has acquired Lineagen Inc., a Salt Lake City, Utah based genetic diagnostic company, further supporting its market leadership in digital cytogenetics and comprehensive genetic diagnostics for pediatric neurodevelopmental disorders. Bionano aims to revolutionize clinical genome testing and genomics research by making comprehensive structural variation analysis a routine process that is accurate, streamlined, efficient and cost effective. Bionano's Saphyr genome imaging platform has been shown to outperform the current gold standard methods for clinical cytogenetic testing, karyotyping, chromosomal microarray (CMA) and fluorescence in-situ hybridization (FISH). Lineagen specializes in pediatric neurodevelopmental disorders, including autism spectrum disorder and developmental delay, and has developed proprietary technology and commercialized multiple LDTs. With the acquisition of Lineagen, Bionano adds CLIA-certified diagnostic testing services along with expertise in commercializing cytogenetic assays, genetic counseling, third party payor contracts and reimbursement. "Lineagen has been a pioneer in clinical testing for structural variations in patients with neurodevelopmental disorders, including autism spectrum disorder, developmental delay and other constitutional genetic diseases. These are indications where the information provided by Lineagen's menu of assays can significantly improve management and they are core areas of strategic and clinical interest to Bionano. This acquisition adds that business and accelerates our efforts to bring Saphyr to clinical testing within a CLIA environment by adding essential skills and relationships with physicians and payors in place at Lineagen," said Erik Holmlin, PhD, chief executive officer of Bionano Genomics. "We believe the incredible talent and clinical experience at Lineagen, working together with Alka Chaubey, recently appointed as our first Chief Medical Officer, will help drive the development and launch of a menu of genomic assays based on Saphyr's simple, straightforward workflow. By doing so, we provide a roadmap for others to follow, setting Saphyr on track to consolidate and enhance existing cytogenetic workflows around the world. I want to thank Michael Paul, the founder and CEO of Lineagen, and his board, investors and employees for believing in the power of this combination. Our work is just beginning." Michael Paul, PhD, chief strategy officer of Bionano and former CEO of Lineagen added, "Bionano Genomics is a natural fit for Lineagen. Beginning with the commercial introduction of our FirstStepDx Plus assay over nine years ago, which is based on structural variation detection, Lineagen demonstrated that we could innovate in the established field of cytogenetics by combining proprietary content, interpretation software, and genomics databases with state-of-the-art genome analysis technology. Bionano's Saphyr system for comprehensive structural variation analysis allows the combined companies to expand and accelerate this innovation process and develop, validate and introduce novel tests that outperform those based on traditional sequencing or cytogenetic technologies. Together with Erik and the Bionano team, we are eager and committed to continue our mission of serving individuals with ASD and other disorders of childhood development, their families, and providers with advanced genetic diagnostic solutions. It is time to get to work." Bionano paid approximately $9.6 million in consideration for Lineagen, consisting of 6,167,510 shares of Bionano's common stock, approximately $1.7 million in cash and assumption of approximately $2.9 million in liabilities. Concurrent with the closing of the merger, Bionano also paid approximately $1.1 million to satisfy outstanding principal and accrued interest amounts due pursuant to a Paycheck Protection Program loan issued to Lineagen under the Coronavirus Aid, Relief, and Economic Security Act. Lineagen was advised by EVOLUTION Life Science Partners in connection with the merger. About Bionano Genomics Headquartered in San Diego, CA, Bionano -- http://www.bionanogenomics.com/-- is a genome analysis company providing tools and services based on its Saphyr system to scientists and clinicians conducting genetic research and patient testing. The Company developed and market the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that enables researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and to streamline the evaluation of changes in chromosomes, which is known as cytogenetics. Its commercial offering includes the Saphyr system, which is comprised of an instrument, chip consumables, reagents and a suite of data analysis tools, and genome analysis services to provide access to data generated by the Saphyr system for researchers who prefer not to adopt the Saphyr system in their labs. Bionano reported a net loss of $29.82 million for the year ended Dec. 31, 2019, compared to a net loss of $18.50 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $27.20 million in total assets, $21.37 million in total liabilities, and $5.84 million in total stockholders' equity. Deloitte & Touche, LLP, in San Diego, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 10, 2020, citing that the Company has recurring losses from operations and is not in compliance with the covenants included in its loan agreement with its lender that raise substantial doubt about its ability to continue as a going concern. BIONANO GENOMICS: Adjourns Special Meeting Until Sept. 29 --------------------------------------------------------- Bionano Genomics, Inc., held a special meeting of stockholders on Aug. 31, 2020, at which the stockholders approved Proposal 2, which sought approval to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1. At the time of the Special Meeting, there were insufficient votes to pass Proposal 1, which sought approval to amend the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 200,000,000 to 400,000,000. In accordance with the authority granted pursuant to the approval of Proposal 2, the Special Meeting was adjourned with respect to Proposal 1 to allow additional time for voting. The Special Meeting will reconvene at 10:00 a.m. Pacific Time on Sept. 29, 2020. In light of the COVID-19 pandemic, to support the health and well-being of the Company's stockholders, employees and directors, and taking into account recent federal, state and local guidance, the reconvened Special Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. The Company's stockholders of record as of the Record Date, can attend the reconvened Special Meeting by visiting www.virtualshareholdermeeting.com/BNGO2020, where they will be able to listen to the meeting live, submit questions and vote online. During the period of adjournment the Company will continue to accept stockholder votes on Proposal 1. About Bionano Genomics Headquartered in San Diego, CA, Bionano -- http://www.bionanogenomics.com/-- is a genome analysis company providing tools and services based on its Saphyr system to scientists and clinicians conducting genetic research and patient testing. The Company developed and market the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that enables researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and to streamline the evaluation of changes in chromosomes, which is known as cytogenetics. Its commercial offering includes the Saphyr system, which is comprised of an instrument, chip consumables, reagents and a suite of data analysis tools, and genome analysis services to provide access to data generated by the Saphyr system for researchers who prefer not to adopt the Saphyr system in their labs. Bionano reported a net loss of $29.82 million for the year ended Dec. 31, 2019, compared to a net loss of $18.50 million for the year ended Dec. 31, 2018. Deloitte & Touche, LLP, in San Diego, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 10, 2020, citing that the Company has recurring losses from operations and is not in compliance with the covenants included in its loan agreement with its lender that raise substantial doubt about its ability to continue as a going concern. BIONANO GENOMICS: Appoints Tech Executive Stewart as its CFO ------------------------------------------------------------ Christopher Stewart has joined Bionano Genomics, Inc. as its chief financial officer, effective Sept. 1, 2020. Chris has a breadth of experience in finance, accounting, and strategic planning for commercial-stage operating businesses. He has overseen financial management for technology companies with both product and service models. Chris is also experienced in leading various business functions, including finance, IT, human resources, and investor relations, and has demonstrated leadership through major financing events and acquisitions. Additionally, he has in-depth operational knowledge of the semiconductor industry, which utilizes similar manufacturing processes and types of manufacturing partners that are used to make Saphyr chips. Bionano said scaling Saphyr consumable production and use is a cornerstone of Bionano's growth plans, and improving the margins of Saphyr consumables is a key to Bionano's path to profitability. The Company believes Chris' experience in scaling revenues in high-growth tech companies and the semiconductor industry will contribute greatly to his service to Bionano as its chief financial officer, and that this expertise will be instrumental to executing our business plan, including global expansion of its Saphyr business and service offering. Chris joins Bionano most recently from Tesla, where he served as Head of the Maxwell Ultracapacitors business unit after Maxwell Technology was acquired by Tesla. Prior to this acquisition, he served as vice president of finance & information technology at Maxwell Technologies, a then publicly traded company. Prior to Maxwell Technologies, he served as vice president, finance at entropic communications, a publicly traded company and a leader in semiconductor solutions and as chief financial officer of V-ENABLE (now xAD), a leader in targeted mobile advertising. Chris has demonstrated extensive mergers and acquisition experience as well as experience with public finance and financial reporting. Erik Holmlin, PhD, CEO of Bionano Genomics commented: "We are thrilled to have Chris Stewart join us as Chief Financial Officer. He is a hands-on finance executive with over 20 years of experience at companies ranging from startups to large public companies. Importantly, he is familiar with both products and services and has a very strong finance and operations background. He arrives at a perfect time, as we just completed our acquisition of Lineagen and brought Alka Chaubey on board as our Chief Medical Officer, setting us up for the next phase in Bionano's growth. His leadership in scaling high-growth tech companies will be invaluable as Bionano embarks on our next phase of global expansion of our Saphyr, consumables and services business and as we strive to make Saphyr the future of digital cytogenetics." In connection with Mr. Stewart's appointment as CFO, the Company and Mr. Stewart entered into an employment agreement, effective as of Sept. 1, 2020. Pursuant to the terms of his Employment Agreement, Mr. Stewart is entitled to an initial annualized base salary of $54,080 for calendar year 2020, and commencing on Jan. 1, 2021, an annual base salary of $305,000. Mr. Stewart will also be entitled to a discretionary cash bonus of up to $30,500 for calendar year 2020 and an annual discretionary cash bonus of up to 30% of Mr. Stewart's then-current base salary thereafter. About Bionano Genomics Headquartered in San Diego, CA, Bionano -- http://www.bionanogenomics.com/-- is a genome analysis company providing tools and services based on its Saphyr system to scientists and clinicians conducting genetic research and patient testing. The Company developed and market the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that enables researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and to streamline the evaluation of changes in chromosomes, which is known as cytogenetics. Its commercial offering includes the Saphyr system, which is comprised of an instrument, chip consumables, reagents and a suite of data analysis tools, and genome analysis services to provide access to data generated by the Saphyr system for researchers who prefer not to adopt the Saphyr system in their labs. Bionano reported a net loss of $29.82 million for the year ended Dec. 31, 2019, compared to a net loss of $18.50 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $27.20 million in total assets, $21.37 million in total liabilities, and $5.84 million in total stockholders' equity. Deloitte & Touche, LLP, in San Diego, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 10, 2020, citing that the Company has recurring losses from operations and is not in compliance with the covenants included in its loan agreement with its lender that raise substantial doubt about its ability to continue as a going concern. BIONANO GENOMICS: Incurs $8.07 Million Net Loss in Second Quarter ----------------------------------------------------------------- Bionano Genomics, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.07 million on $1.18 million of total revenue for the three months ended June 30, 2020, compared to a net loss of $7.66 million on $2.17 million of total revenue for the same period a year ago. For the six months ended June 30, 2020, the Company reported a net loss of $18.58 million on $2.32 million of total revenue compared to a net loss of $15.52 million on $4.03 million of total revenue for the six months ended June 30, 2019. As of June 30, 2020, the Company had $27.20 million in total assets, $21.37 million in total liabilities, and $5.84 million in total stockholders' equity. The Company has experienced recurring net losses from operations, negative cash flows from operating activities, financial covenant breaches, and significant accumulated deficit since its inception and expects to continue to incur net losses into the foreseeable future. The Company had an accumulated deficit of $121.2 million as of June 30, 2020. The Company had cash and cash equivalents of $17.2 million as of June 30, 2020. Management expects operating losses and negative cash flows to continue for at least the next year as the Company continues to incur costs related to research and commercialization efforts. Management has prepared cash flow forecasts which indicate that based on the Company's expected operating losses, negative cash flows and debt obligations, there is substantial doubt about the Company's ability to continue as a going concern within twelve months after the date these financial statements are issued. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1411690/000141169020000017/bngo-20200630.htm About Bionano Genomics Headquartered in San Diego, CA, Bionano -- http://www.bionanogenomics.com/-- is a genome analysis company providing tools and services based on its Saphyr system to scientists and clinicians conducting genetic research and patient testing. The Company developed and market the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that enables researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and to streamline the evaluation of changes in chromosomes, which is known as cytogenetics. Its commercial offering includes the Saphyr system, which is comprised of an instrument, chip consumables, reagents and a suite of data analysis tools, and genome analysis services to provide access to data generated by the Saphyr system for researchers who prefer not to adopt the Saphyr system in their labs. Bionano reported a net loss of $29.82 million for the year ended Dec. 31, 2019, compared to a net loss of $18.50 million for the year ended Dec. 31, 2018. Deloitte & Touche, LLP, in San Diego, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 10, 2020, citing that the Company has recurring losses from operations and is not in compliance with the covenants included in its loan agreement with its lender that raise substantial doubt about its ability to continue as a going concern. BJ SERVICES: Taps Mr. Schnur of Ankura as Financial Advisor ----------------------------------------------------------- BJ Services, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Mr. Anthony Schnur of Ankura Consulting Group, LLC, as financial advisor to the Debtors. BJ Services requires Ankura to: (a) provide financial advisory services to the Debtors, including assisting in (i) securing use of cash collateral and developing budgets related thereto, (ii) the orderly and efficient liquidation of their assets, (iii) the formulation, development, negotiation, and approval of a plan of liquidation or reorganization, and (iv) preparing reporting required by the Bankruptcy Code and the Court; and (b) designate Anthony Schnur as Chief Restructuring Officer. Ankura will be paid at these hourly rates: Senior Managing Directors $1,015 to $1,100 Managing Directors $900 to $990 Senior Directors $760 to $870 Directors $610 to $725 Senior Associates $495 to $575 Associates $410 to $460 Ankura will be paid a monthly fee for the CRO in the amount of $125,000. Ankura will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony Schnur, partner of Ankura Consulting Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ankura can be reached at: Anthony Schnur ANKURA CONSULTING GROUP, LLC 2 Houston Center, 909 Fannin St., Suite 2450 Houston, TX 77010 Tel: (713) 646-5000 E-mail: tony.schnur@ankura.com About BJ Services BJ Services, LLC and its affiliates -- https://www.bjservices.com/ -- are providers of pressure pumping and oilfield services for the petroleum industry. Headquartered in Tomball, Texas, the Debtors operate through two segments, hydraulic fracturing and cementing. The Debtors primarily serve customers in upstream North American oil and natural gas shale basins in the completion of new wells and in remedial work on existing wells. BJ Services and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33627) on July 20, 2020. In the petition signed by CEO Warren Zemlak, the Debtor was estimated to have assets at $500 million to $1 billion and $500 million to $1 billion in debt. The cases are assigned to Judge Marvin Isgur. The Debtors tapped Joshua A. Sussberg, P.C., at Kirkland & Ellis LP; Christopher T. Greco, P.C., at Kirkland & Ellis International LP; Samantha G. Lawrence, Esq., and Joshua M. Altman, Esq., as their General Bankruptcy Counsel. The Debtors tapped Jason S. Brookner, Esq., Paul D. Moak, Esq., Amber M. Carson, Esq., at Gray Reed & McGraw LLP as their co-Bankruptcy Counsel. Ankura Consulting Group, LLC, is the financial advisor. Mr. Anthony Schnur of Ankura Consulting Group, LLC, is the Debtors' CRO. CALIFORNIA PIZZA: Consenting Lenders Agree to Fund $107.7MM ----------------------------------------------------------- California Pizza Kitchen, Inc. (CPK) and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Disclosure Statement for the Joint Chapter 11 Plan of Reorganization dated July 30, 2020. On July 29, 2020, certain Holders of First Lien Secured Claims and Priority First Lien Claims, certain Holders of the Debtors’ Existing Equity Interests, and the Debtors entered into a restructuring support agreement that sets forth the principal terms of a restructuring of the Debtors. The Restructuring Support Agreement contemplates a comprehensive financial restructuring of the Debtors that will substantially deleverage the Debtors’ balance sheet. Under the Restructuring Support Agreement, certain lenders under the Debtors’ first lien debt facilities have agreed to backstop a $65.5 million new money investment and equitize all but $50.0 million of the outstanding first lien debt. The Plan will reduce the Debtors’ debt obligations from approximately $403 million to approximately $174 million upon emergence, with maturities effectively extended through 2024. The Debtors will also have discharged substantial second lien and unsecured debt obligations that have accumulated in part as a result of the COVID-19 pandemic. As part of the Restructuring Support Agreement, the Consenting Lenders agreed to fund a new money senior secured credit facility in an aggregate amount of approximately $107.7 million, consisting of $46,875,0005 of new money loans. The DIP Facility and certainty on exit financing are key components of the Restructuring Support Agreement and critical to preserving and maximizing value for the Debtors’ Estates. In parallel with the Restructuring Transactions, the Plan and Disclosure Statement contemplate a sale and marketing process to solicit bids for a sale transaction of all or substantially all of the Debtors’ assets in accordance with the terms and conditions of the Restructuring Support Agreement. Class 5 General Unsecured Claims. On the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive treatment consistent with section 1129(a)(7) of the Bankruptcy Code. Class 8 Existing Equity Interests. Each such Existing Equity Interest shall be cancelled, released, and extinguished without any distribution, and will be of no further force or effect. The Debtors shall fund distributions under the Plan, as applicable, with: (a) the New Common Stock; (b) the Exit Facilities; and (c) the Debtors’ Cash on hand. Each distribution and issuance of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain securities in connection with the Plan, including the New Common Stock, will be exempt from SEC registration. A full-text copy of the Disclosure Statement dated July 30, 2020, is available at https://tinyurl.com/y4e5a744 from PacerMonitor.com at no charge. About California Pizza California Pizza Kitchen, Inc. is a casual dining restaurant chain that specializes in California-style pizza. Since opening its doors in Beverly Hills in 1985, CPK has grown from a single location to more than 200 restaurants worldwide. CPK's traditional dine-in locations are full-service restaurants that serve pizza, salads, pastas and other California-inspired fare, alongside a curated selection of wines and a menu of handcrafted cocktails and craft beers. Though the Company's dine-in restaurants are the primary way the Company serves its customers, CPK also has a number of "off-premises" services and licensing agreements that allow customers to get their favorite CPK dishes on the go. For more information, visit http://www.cpk.com. California Pizza Kitchen, Inc. filed Chapter 11 Petition (Bankr. S.D. Tex. Case No. 20-33752) on July 29, 2020. Hon. Marvin Isgur oversees the case. At the time of filing, Debtors have $100 million to $500 million estimated assets and $500 million to $1 billion estimated liabilities. Proposed Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Matthew C. Fagen, Esq. Francis Petrie, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com matthew.fagen@kirkland.com francis.petrie@kirkland.com -and- Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Genevieve Graham, Esq. Veronica A. Polnick, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 E-mail: mcavenaugh@jw.com kpeguero@jw.com ggraham@jw.com vpolnick@jw.com CEC DEVELOPMENT: Prepackaged Liquidating Plan Confirmed by Judge ---------------------------------------------------------------- Judge Michael E. Romero has entered an order approving Disclosure Statement and confirming First Amended Joint Prepackaged Plan of Liquidation of Debtors CEC Development Borrower, LLC, CEC Renewable Assets, LLC, and CEC Renewable Assets Development, LLC. The Plan was proposed by the Debtors in good faith and not by any means forbidden by law, because they proposed the Plan with a reasonable belief in the likelihood that the Plan would achieve its intended results, which are consistent with the purposes of the Bankruptcy Code. The Plan accordingly satisfies the requirements of section 1129(a)(3) of the Bankruptcy Code. The Plan does not discriminate unfairly and is fair and equitable with respect to each Impaired Class that has not accepted the Plan and therefore meets the confirmation requirements of section 1129(b) of the Bankruptcy Code because the Plan provides, with respect to the Class of General Unsecured Claims, that no Holder of any Claim or Interest that is junior to the Claims of such Class will receive or retain under the Plan on account of such junior Claim or Interest any property. The Plan sale of the Acquired Interests pursuant to the CED MIPA is appropriate and satisfies sections 363 and 1123(b)(5)(D) of the Bankruptcy Code. A full-text copy of the Plan Confirmation Order dated July 30, 2020, is available at https://tinyurl.com/yxeez45p from PacerMonitor at no charge. The Debtors are represented by: WADSWORTH GARBER WARNER CONRARDY, P.C. David V. Wadsworth Aaron J. Conrardy Lindsay S. Riley 580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 About CEC Development CEC Development Borrower, LLC, a Colorado limited liability company, filed a Chapter 11 petition (Bankr. D. Col. Case No.20-14573) on July 2, 2020. At the time of filing, CEC Development has $11,153,338 total assets and $39,138,763 total liabilities. The Hon. Michael E. Romero oversees the case. David V. Wadsworth, Esq., of WADSWORTH GARBER WARNER CONRARDY, P.C., is the Debtors' Counsel. CENTRO EVANGELISTICO: Seeks Court Approval to Hire Realtor ---------------------------------------------------------- Centro Evangelistico La Roca, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Richard Tobin, a realtor at Premier Hotel Realty, LLC. Debtor needs the services of a realtor to market and sell its real property located at 20851 Gulfstream Road, Cutler Bay, Fla. Mr. Tobin will get a 6 percent commission on the sales price. Mr. Tobin disclosed in court filings that he and his firm are "disinterested persons" as that term is defined under Section 101(14) of the Bankruptcy Code. The realtor can be reached at: Richard Tobin Premier Hotel Realty, LLC 1600 S Federal Hwy #900 Pompano Beach, FL 33062 Phone: +1 954-543-5411 About Centro Evangelistico La Roca Centro Evangelistico La Roca, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-17654) on July 15, 2020. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,001 and $1 million. Judge Laurel M. Isicoff oversees the case. Debtor has tapped Sagre Law Firm, P.A. as its legal counsel. CHISHOLM OIL: 2nd Lien Lenders Object to Plan 'Death Trap' ---------------------------------------------------------- FS Energy and Power Fund, FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, and FS Investment Corporation IV (collectively, the "Second Lien Term Loan Lenders") filed a limited objection and reservation of rights to the motion of Chisholm Oil & Gas and its Debtor Affiliates for Entry of Order Approving Disclosure Statement. In support of the objection, the Second Lien Term Loan Lenders are: * The Disclosure Statement does not include "adequate information" within the meaning of section 1125 of the Code because it does not include disclosure that the Plan suffers from defects, and that the Plan may not be confirmed absent the affirmative vote of the Second Lien Term Loan Lenders. * The Plan violates the Code's absolute priority rule through a class skipping "death trap." It is appropriate for the Court to review and eliminate improper "death trap" provisions in a proposed chapter 11 plan before solicitation because by their nature they undermine the voting rights of creditors and could thwart the confirmation process. * Under the proposed agreement to be included in a revised plan, trade creditors would be separately classified and receive their pro rata share of $3,000,000 while the Second Lien Term Loan Lenders would still receive their pro rata share of 3% of the New Equity and Warrants. * The Plan, with the proposed modifications, will provide disparate treatment to similarly situated classes of creditors, violating section 1123(a)(4) of the Code and failing to satisfy section 1129(a)(1) and section 1129(b) of the Code and cannot be confirmed. A full-text copy of Second Lien Term Loan Lenders' objection to disclosure dated July 28, 2020, is available at https://tinyurl.com/yyywulp2 from PacerMonitor at no charge. Counsel to Second Lien Term Loan Lenders: Laura Davis Jones James E. O'Neill PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com joneill@pszjlaw.com About Chisholm Oil & Gas Chisholm Oil and Gas Operating, LLC, is an exploration and production company focused on acquiring, developing, and producing oil and natural gas assets in the Anarkado Basin in Oklahoma in an area commonly referred to as the Sooner Trend Anadarko Basin Canadian and Kingfisher County. Chisholm Oil and Gas Operating and its affiliates sought Chapter 11 protection (Bankr. Lead Case No. 20-11593) on June 17, 2020. In the petition signed by CFO Michael Rigg, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. The Hon. Brendan Linehan Shannon presides over the cases. The Debtors have tapped Weil, Gotshal & Manges, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel; Evercore Group, LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and Omni Agent Solutions as claims and noticing agent. CINEMEX USA: Hires Deloitte Tax to Provide Tax Services ------------------------------------------------------- Cinemex USA Real Estate Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Deloitte Tax, LLP to provide tax services. The firm's services are as follows: a. Tax Advisory Engagement Letter. Pursuant to the terms of the Tax Advisory Engagement Letter, Deloitte Tax will perform certain tax advisory services for Debtors on foreign, state and tax matters through Dec. 31, 2021. b. Tax Compliance Engagement Letter. Pursuant to the terms of the Tax Compliance Engagement Letter, Deloitte Tax will prepare Debtors' 2019 federal, state and local income tax returns and assist in calculating the amounts of extension payments and in preparing the extension requests, for such tax returns. In addition, the firm will assist in calculating 2020 quarterly estimated tax payments as needed. c. Tax Restructuring Work Order. Pursuant to the terms of the Tax Restructuring Work Order, Deloitte Tax will provide certain services related to debt discharge and other tax issues arising in connection with the Chapter 11 cases as follows: i. advise Debtors as they consult with their legal and financial advisors on the cash tax effects of bankruptcy and the post-bankruptcy tax profile, including plan of reorganization tax costs, and the cash tax effects of the Chapter 11 filing and emergence transaction. This would include obtaining an understanding of Debtors' financial advisors' valuation model to consider the tax assumptions contained therein; ii. advise Debtors regarding the bankruptcy emergence process from a tax perspective, including analyzing various structuring alternatives and modification of debt; iii. advise Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code (IRC) Section 108, including cancellation of debt income generated from the bankruptcy emergence transaction; iv. advise Debtors on post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on Debtors' operating projections, including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; v. advise Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post- bankruptcy asset or stock sales; vi. advise Debtors on the effects of tax rules under IRC Sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization, and Debtors' ability to qualify for IRC Section 382(l)(5); vii. advise Debtors as to the treatment of post-petition interest for federal and state income tax purposes, including the applicability of the interest limitations under IRC Section 163(j); viii. advise Debtors on the state and federal income tax treatment of pre-bankruptcy and post-petition reorganization costs including restructuring related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; ix. advise Debtors on their evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the bankruptcy, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; x. advise Debtors on state income tax treatment and planning for bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculations, adjustments to tax attributes and limitations on tax attribute utilization; xi. advise Debtors on responding to tax notices and audits from various taxing authorities; xii. assist Debtors in identifying potential tax refunds and advise them on procedures for tax refunds from tax authorities; xiii. advise Debtors on income tax return reporting of bankruptcy issues and related matters; xiv. assist Debtors in documenting as appropriate, the tax analysis, development of their opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter (does not include preparation of information for tax provision or financial reporting purposes); xv. advise Debtors regarding other state, federal or international income tax questions that may arise in the course of the engagement; xvi. advise Debtors regarding non-U.S. tax implications and structuring alternatives; xvii. advise Debtors regarding their efforts to calculate tax basis in the stock in each of their subsidiaries or other entity interests and tax basis in assets by legal entity; xviii. advise Debtors in their review and analysis of the tax treatment of items adjusted for financial reporting purposes as a result of "fresh start" accounting as required for the emergence date of the U.S. financial statements in an effort to identify the appropriate tax treatment of adjustments to equity (including issuance of new equity, options, or warrants); and other tax basis adjustments to assets and liabilities recorded; and xix. advise Debtors regarding other state or federal income tax questions (e.g., ability to take worthless stock deduction) that may arise in the course of the engagement. Pursuant to the terms of the Tax Advisory Engagement Letter, the hourly rates for the Deloitte Tax professionals are as follows: Partner/Principal/ Managing Director $1040 Senior Manager $925 Manager $780 Senior $650 Staff $530 Intern $340 Pursuant to the Tax Compliance Engagement Letter, Deloitte Tax's fee for the preparation of tax returns, including the preparation of extension requests and quarterly estimates, is $55,000. In addition, the firm estimates that the fee for the preparation of additional state and local tax returns will be between $1,400 and $2,600 for each separate and combined or unitary return based on the level of information requested on the tax return. Pursuant to the terms of the Tax Restructuring Work Order, the hourly rates for the Deloitte Tax professionals are as follows: Professional Level Hourly Rates Hourly Rates for National Tax and Bankruptcy Specialists Partner/Principal/ Managing Director $1,040 $1,100 Senior Manager $925 $980 Manager $780 $830 Senior $650 $690 Staff $530 $560 Jennifer Hufford, tax managing director at Deloitte Tax, disclosed in court filings that the firm is a "disinterested person" as such term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jennifer A. Hufford Deloitte Tax LLP 1033 Demonbreun Street, Suite 400 Nashville, TN 37203 Tel: +1 615 259 1800 About Cinemex USA Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA, Inc., a company that operates a movie theater chain, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-14695 and 20-14696) on April 25, 2020. On April 26, 2020, CB Theater Experience, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-14699). The cases are jointly administered under Case No. 20-14695. At the time of the filing, Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Debtors have tapped Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP as bankruptcy counsel; Province, Inc. as financial advisor; and Omni Agent Solutions as noticing, balloting and administrative agent. The U.S. Trustee for Region 21 appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Berger Singerman, LLP. CITIES GRILL: Former Property Bought by Atlantis for $1.6 Million ----------------------------------------------------------------- Richard Craver, reports that the former Cities Grill & Bar property at 2438 S. Stratford Road in Winston-Salem, North Carolina, has been sold for $1.6 million to Atlantis Foods Holdings LLC, according to a filing with the Forsyth County Register of Deeds. The seller was Winston-Salem Acquisitions LLC of Fort Lauderdale, Fla. It spent $2.6 million in December 2018 to buy the property from a bankruptcy trustee. An Atlantis spokesman said that the company bought the 8,746-square-foot restaurant building and the 3.54 acres it sits on as an investment, with potential plans to lease or sell it. The restaurant, which opened in 2000, closed for good in January 2019. Cities filed for Chapter 11 bankruptcy protection in August 2016. It had faced foreclosure but was released from bankruptcy protection in late 2016 after its attorney told the bankruptcy court that the owners could get a new loan. About Cities Grill and Bar Cities Grill and Bar, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50876) on Aug. 25, 2016. The petition was signed by Sammy Ballas, vice president. The case is assigned to Judge Catharine R. Aron. The Debtor disclosed total assets at $3.28 million and total liabilities at $3.01 million. The Debtor is represented by Kenneth Love, Esq., at Karrenstein, Love, and Dillenbeck. CLYDE J. SUTTON, JR: Bennetts Buying Lewisburg Property for $120K ----------------------------------------------------------------- Judge Shelley Rucker of the U.S. Bankruptcy Court for the Eastern District of Tennessee will convene a telephonic hearing on Sept. 21, 2020 at 9:30 a.m. (Telephone Number: (877) 810-9415, Access Code: 1138859) to consider the proposed sale by Clyde James Sutton, Jr. and Alice Carolyn Sutton of their real property located at 1041 Finley Beech Road, Lewisburg, Tennessee to Thomas Cody Bennett and Rachel Bennett for $120,000, cash at closing, pursuant to their Purchase Agreement, dated July 7, 2020. The property was scheduled with a value of $90,000. It will be sold free and clear of liens, claims, encumbrances and other interests. A search of the title of the Property discloses that Heritage South Community Credit Union is the holder of a first mortgage against the Property as a part of a package of properties securing loans to the Debtors of approximately $1.2 million. Through the sales of properties subject to the security interest of Heritage, with the approval of Heritage, the present outstanding balance to Heritage is approximately $950,000. Additionally, property taxes to Marshall County are owed, estimated to be approximately $1,750. The Purchasers are represented by Keller Williams Russell Realty and pursuant to the contract are entitled to a 3% commission calculated on the sales price. The closing of the sale is set for Sept. 15, 2020. By agreement, the closing has been extended to Sept. 22, 2020. A copy of the Agreement is available at https://tinyurl.com/y3lv8fw2 from PacerMonitor.com free of charge. Clyde James Sutton, Jr. and Alice Carolyn Sutton sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 20-10332) on Jan. 28, 2020. The Debtors tapped Paul Jennings, Esq., as counsel. COMMUNITY PROVIDER: Hires CohnReznick Capital as Investment Banker ------------------------------------------------------------------ Community Provider of Enrichment Services, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Central District of California to employ CohnReznick Capital Market Securities, LLC as their investment banker. Debtors require the services of an investment banker to pursue one or more transactions including, without limitation, a sale of their assets. The firm's services are as follows: (a) evaluate the business, operations and financial position of Debtors; (b) prepare Debtors for a transaction and recommend financial and strategic alternatives with respect to the transaction; (c) assist in the preparation of materials to be provided to potential bidders, prepare Debtors for the marketing process, and contact prospective bidders; (d) assist Debtors in establishing criteria for potential bidders, identify, screen and rank prospective bidders, and evaluate proposals received from potential bidders; (e) advise Debtors on negotiations with potential bidders and their advisors, including negotiations for potential stalking horse proposals, designing sales procedures and running an auction, if necessary; (f) direct and coordinate the due diligence process; (g) provide timely reporting to Debtors and their stakeholders; (h) assist Debtors and their advisors through the closing process; and (i) advise Debtors on other matters that may arise from time to time. CohnReznick received a one-time retainer of $50,000. The firm will receive a fee equal to the greater of $200,000 or 3 percent of the consideration in a transaction involving the sale of Community Providers' affiliates Novelles Developmental Services, Inc. and CPES California, Inc., plus 3 percent of the consideration in a transaction involving the sale of Community Providers' assets. Jeffrey Manning, a managing director at CohnReznick, disclosed in court filings that his firm is a disinterested person under Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey R. Manning CohnReznick Capital Markets Securities, LLC 420 Lexington Avenue, Ste. 2533 New York, NY 10017 Phone: 917-472-1286 About Community Provider of Enrichment Services Community Provider of Enrichment Services, Inc., which conducts business under the name CPES, is a community human services and healthcare organization based in Tucson, Ariz. It offers a full range of community-based behavioral health services, substance abuse treatment, foster care, and intellectual and developmental disability supports with locations throughout Arizona and California. For more information, visit https://www.cpes.com/ CPES and its affiliate, Novelles Developmental Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-10554) on April 24, 2020. On Aug. 11, 2020, another affiliate, CPES California, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15456) At the time of the filing, CPES reported $1 million to $10 million in both assets and liabilities while Novelles Developmental Services disclosed assets of $100,000 to $500,000 and liabilities of the same range. CPES California disclosed assets of $1 million to $10 million and liabilities of $100,001 to $500,000. Judge Deborah J. Saltzman oversees the cases. Debtors have tapped Faegre Drinker Biddle & Reath LLP as their legal counsel and CohnReznick Capital Market Securities, LLC as their investment banker. CONGOLEUM CORP: Sept. 28 Auction of All Assets Set -------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized Congoleum Corp.'s bidding procedures in connection with the sale of all or substantially all assets to Congoleum Acquisition, LLC for $28.5 million, plus outstanding amount due to the ABL Lender (estimated at $13.6 million), subject to overbid. A hearing on the Motion was held on Sept. 3, 2020 at 1:00 p.m. (EST). The form of asset purchase agreement is reasonable and appropriate to serve as the basis for the Debtor's solicitation of higher or otherwise better bids for the Acquired Assets. The final form of asset purchase agreement and the Debtor's request to consummate the sale transaction pursuant thereto will be subject to approval at the Sale Approval Hearing. The proposed sale of the Acquired Assets to the Stalking Horse Bidder pursuant to the Stalking Horse APA will be subject to higher or otherwise better offers. In connection with the Debtor's solicitation of higher or otherwise better offers, the Debtor is authorized, subject to further approval at the Sale Approval Hearing, to enter into an asset purchase agreement with potential interested purchasers substantially in the same form as the Stalking Horse APA. In conjunction with the provisions of the Order, the procedures governing the assumption and assignment of executory contracts and unexpired leases are authorized, approved and made part of the Order. The form of Notice of the Debtor's Intent to Assume and Assign Certain Executory Contracts and Unexpired Leases and of the Associated Cure Amounts is approved. No later than Sept. 9, 2020, the Debtor will serve the Notice of Possible Assumption and Assignment on all non-debtor parties to the Assumed Contracts. The deadline of objections thereto is Sept. 23, 2020 at 5:00 p.m. Subject to approval of an asset purchase agreement to be considered at the Sale Approval Hearing and the closing thereof, the Stalking Horse Bidder will ask Court approval of Expense Reimbursement up to the aggregate amount of $175,000, upon submission of written documentation supporting the requested Expense Reimbursement for such due diligence fees/expenses (including attorneys' fees) to counsel to the Debtor, the Official Committee of Unsecured Creditors and the U.S. Trustee prior to the Sale Approval Hearing, with the opportunity of such parties to object to such submission. No later than Sept. 9, 2020, the Debtor will the Sale Notice, together with copies of the Order and each of the Exhibits thereto, upon all Sale Notice Parties. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 25, 2020 at 5:00 p.m. b. Initial Bid: For any Bid seeking to acquire all or materially all of the Acquired Assets, such bid much include a purchase price (taking into account any assumption of liabilities, including but not limited to liabilities associated with the Seller Pension Plans) of no less than $43,025,000, comprised of Purchase Price to be paid by the Stalking Horse Bidder of approximately $28.5 million, plus outstanding amount due to the ABL Lender (estimated at $13.6 million) plus a minimum overbid amount of $925,000 which represents (a) a reimbursement of actual, reasonable and necessary expenses of the Stalking Horse Bidder in the amount of $175,000, and (b) an overbid in the amount of $750,000. c. Deposit: 10% of the cash portion of the Purchase Price d. Auction: If a Qualified Bid other than that submitted by the Stalking Horse Bidder has been received by the Debtor, the Debtor will conduct an auction with respect to the Acquired Assets. The Auction will commence on Sept. 28, 2020, at 10:00 a.m. (PET). Before the commencement of the Auction, the Debtor will select the highest or otherwise best bid to serve as the starting point for the auction sale. e. Bid Increments: $500,000 f. Sale Hearing: Sept. 30, 2020 at 11:30 a.m. g. Sale Objection Deadline: Sept. 25, 2020 at 5:00 p.m. h. Closing: Oct. 14, 2020 i. The sale of the Acquired Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description, free and clear of all liens, claims and interests. A copy of the Bidding Procedures is available at https://tinyurl.com/y39l5vdu from PacerMonitor.com free of charge. About Congoleum Corp. Founded in 1886, Congoleum Corporation -- https://www.congoleum.com/ -- manufactures and sells vinyl sheet and tile products for both residential and commercial markets. Its products are used in remodeling, manufactured housing, new construction, commercial applications and recreational vehicles. Congoleum was started in 1828, in Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth, sold to manufacturers of floorcloth, which was a precursor to linoleum. The Company first filed for Chapter 11 protection on Dec. 31, 2003 (Bankr. D.N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Congoleum's reorganization plan became effective as of July 1, 2010. By operation of the reorganization plan, American Biltrite's ownership interest in Congoleum was eliminated and new shares in Congoleum were issued to certain of Congoleum's prepetition creditors. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors. Congoleum Corporation again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13, 2020. The petition was signed by Christopher O'Connor, chief executive officer/president. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Michael B. Kaplan presides over the present case. In the present case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W. Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor. B. Riley FBR, Inc. serves as financial advisor and investment banker to the Debtor; Phoenix Management Services, LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent. CUPID CANDIES: $360K Sale of All Assets to Brown Sugar Approved --------------------------------------------------------------- Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Cupid Candies, Inc.'s sale of substantially all assets to Brown Sugar Bakery, Inc. for $350,000, pursuant to their Asset Purchase Agreement. The sale is free and clear of all liens, claims, and encumbrances with valid liens attaching to the sale proceeds. Upon closing, the Debtor will hold the entire sale proceeds in the DIP account, and no disbursements will be made from the sale proceeds except as authorized by Court order or by a confirmed plan of liquidation and that the purchaser under the APA is entitled to possession of the Property described in the APA, free of any claims of any creditors of the Debtor. A copy of the APA is available at https://tinyurl.com/y23l77jl from PacerMonitor.com free of charge. About Cupid Candies Cupid Candies, Inc., is a family-run candy manufacturer that has three retail outlets in Chicago. It has been in business since 1936. Due to various factors and loss of important accounts, its financial condition deteriorated commencing in 2015, and it fell behind on its obligations to the Illinois Department of Revenue (the "IDR") and the Internal Revenue Service (the "IRS"). Cupid Candies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-16842) on June 12, 2019. In the petition signed by its president, John P. Stefanos, the Debtor was estimated to have assets of less than $50,000 and debts of less than $1 million. The Debtor is represented by William J. Factor, Esq., of FactorLaw. DALRADA FINANCIAL: Incurs $1.04 Million Net Loss in Third Quarter ----------------------------------------------------------------- Dalrada Financial Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.04 million on $351,324 of revenues for the three months ended March 31, 2020, compared to net income of $1.80 million on $34,407 of revenues for the three months ended March 31, 2019. For the nine months ended March 31, 2020, the Company reported a net loss of $1.47 million on $400,807 of total revenues compared to net income of $1.11 million on $34,407 of total revenues for the nine months ended March 31, 2019. As of March 31, 2020, the Company had $1.45 million in total assets, $15.79 million in total liabilities, and a total stockholders' deficit of $14.34 million. As of March 31, 2020, the Company has a working capital deficit of $14,746,043 and an accumulated deficit of $106,423,939. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, related parties, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. The Company said these factors raise substantial doubt regarding the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/725394/000168316820002133/dalrada_10q-033120.htm About Dalrada Dalrada, through its operating subsidiaries, Dalrada Health and Dalrada Precision, has set forth a company mandate focused and dedicated to identifying, addressing and solving real-world global problems by means of the identification and acquisition of companies and products producing innovation-focused and technologically centered solutions on a global level. In doing so, Dalrada strives to deliver next-generation manufacturing, engineering, healthcare products and services. dbbmckennon, in San Diego, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Jan. 30, 2020, citing that the Company has had recurring losses, used cash flows from operating activities and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. DANNYLAND LLC: Authorized to Use Cash Collateral ------------------------------------------------ Dannyland LLC and SL Capital Fund, LLC have advised the U.S. Bankruptcy Court for the Western District of Kentucky, Paducah Division that they have reached an agreement regarding Dannyland's Motion for Authority to Use Cash Collateral and now desire to memorialize the terms of this agreement into an Agreed Order. The parties agree that Dannyland is allowed to use a portion of the monthly income derived from its rental properties located on Limerick Drive in Paducah, McCracken County, Kentucky, to pay its ongoing monthly expenses which include monthly insurance premium payments, lawn care and grounds keeping for rental properties, and normal operating expenses for Dannyland and legal fees for evictions. In addition, Dannyland is be permitted to make a one-time payment of $189.00 to Kentucky Secretary of State for the reinstatement of Dannyland, LLC. The Court has approved the parties' agreement. SL Capital is represented in the case by: Jackie M. Matheny, Jr., Esq. DENTON LAW FIRM PLLC P O BOX 969 Paducah, KY 42002 A full-text copy of the order is available for free at https://bit.ly/2DS37Ib from PacerMonitor.com. About Dannyland LLC Based in Paducah, Kentucky, Dannyland, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 20-50336) on June 26, 2020, listing under $1 million in both assets and liabilities. Samuel J. Wright, Esq. at Farmer & Wright, PLLC, represents the Debtor as counsel. Judge Alan C. Stout oversees the case. DAVIDSTEA INC: Receives Noncompliance Notice from Nasdaq -------------------------------------------------------- DAVIDsTEA Inc. received a notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC indicating that the Company's stockholders' equity of $(17,604,000), as reported in its Quarterly Report on Form 10-Q for the period ended May 2, 2020 does not satisfy the Nasdaq Global Market continued listing requirement set forth in Nasdaq Listing Rule 5450(b)(1)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum of $10,000,000 in stockholders' equity. The Stockholders' Equity Notice has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on the Nasdaq Global Market under the symbol "DTEA" at this time. The Company has 45 calendar days from the date of the Stockholders' Equity Notice to submit to Nasdaq a plan to regain compliance with Nasdaq Listing Rule 5450(b)(1)(A). The Company is in the process of reviewing potential actions and responses regarding the non-compliance set forth in the Stockholders' Equity Notice and currently anticipates timely submitting such a plan to Nasdaq. If the Company's plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Stockholders' Equity Notice for the Company to provide evidence of compliance. If the plan is not accepted or the Company is not granted an extension, the Company will then consider actions appropriate to the circumstances, which may include applicable appeals to a Nasdaq Listing Qualifications Panel. There can be no assurance that the Company will be able to regain compliance with the Nasdaq Listing Rule 5450(b)(1)(A); if unsuccessful, the Company's shares will be delisted. On Aug. 10, 2020, the Company received a notification letter from the Staff of Nasdaq indicating that that the closing bid price for the Company's common stock had been below $1.00 for the previous 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Bid Price Notice has no immediate effect on the listing of the Company's common stock on Nasdaq and its common stock will continue to trade on the Nasdaq Global Market under the symbol "DTEA" at this time. The Company has a period of 180 calendar days from the date of the Bid Price Notice to regain compliance with Nasdaq Listing Rule 5810(c)(3)(A). The Company has until Feb. 8, 2021, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 or higher for a minimum of ten consecutive business days during the 180-day compliance period, and in such case, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed. If the Company does not regain compliance before Feb. 8, 2021, the Company may be eligible for an additional 180 calendar days, provided the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, except for the minimum bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company is not eligible or it appears to Nasdaq that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide written notice to the Company that the Company's common stock will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq's determination to delist its common stock, but there can be no assurance that Nasdaq would grant the Company's request for continued listing. About DAVIDsTEA DAVIDsTEA is a branded retailer and mass wholesaler of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts and accessories on our e-commerce platform at www.davidstea.com and through 18 Company-owned and operated retail stores in Canada. A selection of DAVIDsTEA products is also available in more than 2,500 grocery stores and pharmacies across Canada. The Company is headquartered in Montreal, Canada. DAVIDsTEA reported a net loss of C$31.20 million for the year ended Feb. 1, 2020, compared to a net loss of C$33.54 million for the year ended Feb. 2, 2019. Ernst & Young LLP, in Montreal, Canada, the Company's auditor since 2011, issued a "going concern" qualification in its report dated June 15, 2020, citing that the Company has suffered recurring losses from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. DENBURY RESOURCES: Unsecureds be Paid in Full or be Reinstated -------------------------------------------------------------- Denbury Resources Inc. and its debtor affiliates propose a joint prepackaged chapter 11 plan of reorganization for the resolution of the outstanding claims against, and equity interests in, the Debtors. Class 3 Pipeline Lease Claims and Class 4 RBL Claims / Hedge Claims will be paid in full or reinstated. Class 5 Second Lien Note Claims totaling $1.593 billion will receive 95 percent of the new DNR Equity. Class 6 Convertible Note Claims totaling $225.7 million will receive (i) 5% of the New DNR Equity, and (ii) the Convertible Notes Warrant Package. Class 7 consists of all Subordinated Notes Claims totaling $245.7 million will receive its Pro Rata share of the Subordinated Notes Warrant Package if Class 7 votes to accept the Plan. Holders of Subordinated Notes Claims will not receive any distribution on account of such Claims, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect if Class 7 votes to reject the Plan. Class 8 General Unsecured Claims will receive, at the option of the applicable Debtor: (i) payment in full in Cash; (ii) Reinstatement; or (iii) such other treatment rendering such Allowed General Unsecured Claim Unimpaired. Class 11 Existing Equity Interests will receive its Pro Rata share of the Existing Equity Warrant Package if (A) Class 7 votes to accept the Plan and (B) Class 11 votes to accept the Plan. Holders of Existing Equity Interests will not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect if either Class 7 or Class 11 votes to reject the Plan. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations; (2) the proceeds from the Exit Facility; (3) the New DNR Equity; and (4) the Warrants, as applicable. On the Effective Date, the Reorganized Debtors shall enter into the Exit Facility, the terms of which will be set forth in the Exit Facility Documents, provided that the Debtors or the Reorganized Debtors, as applicable, determine that entry into the Exit Facility is in the best interests of the Reorganized Debtors, provided, further, such determination is reasonably acceptable to the Required Consenting Second Lien Noteholders. A full-text copy of the Joint Prepackaged Plan of Reorganization dated July 30, 2020, is available at https://tinyurl.com/y3mm8m4v from PacerMonitor.com at no charge. Counsel to the Debtors: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Joshua A. Sussberg, P.C. Christopher Marcus, P.C. Rebecca Blake Chaikin E-mail: jsussberg@kirkland.com cmarcus@kirkland.com rebecca.chaikin@kirkland.com - and - Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Attention: David Eaton E-mail: deaton@kirkland.com - and - Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Attention: Matthew D. Cavenaugh E-mail: mcavenaugh@jw.com About Denbury Resources Headquartered in Plano, Texas, Denbury Resources Inc. -- http://www.denbury.com/--is an independent oil and natural gas company with onshore production and development activities in the Gulf Coast and Rocky Mountains regions. The Company's goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to carbon dioxide enhanced oil recovery (CO2 EOR) operations. Denbury filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33801) on July 30, 2020. The Hon. David R. Jones oversees the case. At the time of filing, the Debtors have $4,607,091,000 Total Assets as of March 31, 2020 and $3,117,646,000 Total Debts as of March 31, 2020. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel; EVERCORE GROUP L.L.C. as financial advisor; and ALVAREZ & MARSAL NORTH AMERICA, LLC as restructuring advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. DIGITALTOWN INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: DigitalTown, Inc. 202 N Cedar Ave Ste 1 Owatonna, MN 55060-2306 Business Description: DigitalTown, Inc. is a developer of on-line locally-based platform. Chapter 11 Petition Date: September 8, 2020 Court: United States Bankruptcy Court District of Minnesota Case No.: 20-32155 Judge: Hon. Katherine A. Constantine Debtor's Counsel: Joseph Dicker, Esq. JOSEPH W. DICKER, P.A. 1406 W Lake St. Ste 209 Minneapolis, MN 55408-2653 E-mail: joe@joedickerlaw.com Total Assets: $2,501 Total Liabilities: $3,524,789 The petition was signed by Sam Ciacco, CEO. 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://www.pacermonitor.com/view/HGOXDKI/DigitalTown_Inc__mnbke-20-32155__0001.0.pdf?mcid=tGE4TAMA DLT RESOLUTION: Incurs $77K Net Loss in Second Quarter ------------------------------------------------------ DLT Resolution, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $76,836 on $549,453 of revenue for the three months ended June 30, 2020, compared to a net loss of $14,150 on $113,358 of revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $405,738 on $977,800 of revenue compared to a net loss of $898,191 on $235,367 of revenue for the same period in 2019. As of June 30, 2020, the Company had $4.56 million in total assets, $3.19 million in total liabilities, and $1.36 million in total stockholders' equity. The Company had an accumulated deficit of $4,653,230 and a working capital deficit of $219,782 as of Dec. 31, 2019. The Company said these matters raise substantial doubt about its ability to continue as a going concern. The Company said that continuation of its existence depends upon its ability to obtain additional capital. Management's plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1420368/000147793220004696/dlti_10q.htm About DLT Resolution DLT Resolution Inc. currently operates in three high-tech industry segments: Blockchain Applications; Telecommunications; and Data Services which includes Image Capture, Data Collection, Data Phone Center Services, and Payment Processing. DLT Resolution reported a net loss attributable to common stockholders of $1.04 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $329,282 for the year ended Dec. 31, 2018. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 27, 2020, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. EAGLE ENTERPRISES: Sept. 24 Plan Confirmation Hearing Set --------------------------------------------------------- Eagle Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Disclosure Statement. On July 28, 2020, Judge Catherine Peek McEwen ordered that: * The Disclosure Statement is conditionally approved subject to the rights of parties to object. * Sept. 24, 2020 at 3:30 p.m. in Tampa, FL − Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Any written objections to the Disclosure Statement shall be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. * Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. * Objections to confirmation shall be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. A full-text copy of the order dated July 28, 2020, is available at https://tinyurl.com/y6kvcmky from PacerMonitor.com at no charge. About Eagle Enterprises Eagle Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07116) on July 29, 2019. In the petition, Eagle Enterprises was estimated to have assets of less than $1 million and liabilities of less than $500,000 as of the bankruptcy filing. The case is assigned to Judge Catherine Peek Mcewen. Eagle Enterprises is represented by Michael Barnett, P.A. ELMORE REALTY: Counsel to File Amended Bid to Sell Holland Property ------------------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts ordered Elmore Realty Services, LLC's counsel to file with the Court a Second Amended Motion to Sell and a Second Amended Notice of Sale in connection with the sale of the real property located at 33 Lee Avenue, Holland, Massachusetts to Lee Ave Peninsula Trust for $350,000. The Debtor proposed to sell the Property free and clear of all liens, encumbrances, charges and claims of every kind and description. A status conference was held. About Elmore Realty Services Elmore Realty Services, LLC, sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-30151) on Feb. 27, 2019. In the petition signed by Jennifer Elmore, manager, the Debtor was estimated to have assets and liabilities in the range of $500,001 to $1 million. The Debtor tapped Louis S. Robin, Esq., at Law Offices of Louis S. Robin as counsel. FORBCO SIZZLER: FAT Brands Buying W & J Assets for $100K -------------------------------------------------------- W & J Higgins Investments L.P., an affiliates of Forbco Sizzler Partners, L.P., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of its assets used in connection with its business operations to FAT Brands Management LLC or assignee for $100,000, cash, pursuant to the Asset Purchase Agreement, subject to higher and better offers. The Debtor operates a restaurant located at 1461 Rimpau Avenue, Corona, California 92879, Sizzler #847, as a franchisee of Sizzler USA Franchise, Inc., or an affiliate thereof. The Debtor is the tenant under a lease for Corona which has not expired or been terminated. On Feb. 13, 2013, the Court entered an order confirming the Debtors' second amended chapter 11 plan. Upon confirmation of the Plan, the Corona Lease was assumed by the Debtor. The Debtor received a notice from Sizzler that the franchise agreement for the Store was terminated by Sizzler -- which the Debtor disputes is valid or binding upon the Debtor. The Debtor attempted to settle its dispute with Sizzler, but no settlement has been consummated with Sizzler to date. Accordingly, its ability to sell the Store as a Sizzler franchise has been greatly impaired, all to the detriment of the Debtor and its creditors. After receiving notice of the purported termination of the Corona franchise, Sizzler demanded the Debtor assign its rights to the Corona Lease and premises pursuant to Article 16 of the Corona franchise agreement. The Debtor refused. Sizzler attempted to negotiate a new lease with the Corona landlord with the goal of taking possession of the Corona premises notwithstanding the Debtor's possession of the premises. It is the Debtor's understanding Sizzler intends to reopen Corona as one of Sizzler's corporate stores. The landlord notified the Debtor of Sizzler's attempted negotiations for the lease of premises currently let to the Debtor. In response, the Debtor notified the Corona landlord that the premises remained in possession of the Debtor subject to the unexpired, existing Corona Lease. It is the Debtor's understanding Sizzler contends the Corona Lease cannot be assigned by the Debtor. The Debtor retained National Franchise Sales ("NFS") to market Corona for sale. Pursuant to the terms of the engagement, NFS will receive a broker commission of $20,000 from Sale proceeds. NFS received a proposed purchase agreement from a potential buyer on July 2, 2020 for Corona. The proposed Purchase Agreement provides for, among other things, a sale of the Assets and an assignment of the lease for the Restaurant. The proposed sale price is $100,000. W & J believes the asset purchase agreement constitutes a letter of intent to buy the Assets and does not require W & J to transfer the Sizzler franchise agreement to the Buyer. In the exercise of its business judgment, and subject to Court approval, the Debtor has entered into the Purchase Agreement for the sale of the Assets. The Purchase Agreement is a "stalking horse" purchase offer subject to higher and better bids. The Debtor believes that the sale of the Assets presents the best opportunity for the Debtor to maximize value for its creditors. The material terms of the Sale under the Purchase Agreement are: 1. Purchase Price: The consideration to be paid on or before the day prior to the Closing Date consists of (i) an amount equal to $100,000 (minus the $5,000 deposit); (ii) all escrow fees and costs associated with the Transaction, (iii) any sales or transfer taxes that may be assessed, and (iv) the Assumed Liabilities as defined in, and as set forth in Article II of the Purchase Agreement. 2. Deposit Amount: $5,000. Within two business days after the Execution Date, the Buyer will deliver the Good Faith Deposit to Capitol City Escrow. 3. Purchased Assets: The Debtor's right, title and interest in and to the assets and properties described in the Purchase Agreement, solely to the extent that the same are located on the premises of Corona or are used in connection with the Business operated at Corona and do not constitute "Excluded Assets" pursuant to Section 1.2 of the Agreement. The Debtor proposes to sell the Corona Assets free and clear of any and all pledges, security interests, liens, claims, encumbrances, and interests. Since the confirmation of its Plan, the Debtor has entered into a security agreement with SCG Lending, LLC, which encumbers the assets of the Debtor and Forbco. The Debtor has reached an agreement for the release of the SCG lien in exchange for $10,000. Also, the Debtor’s assets are secured by a lien of the IRS, which has not been valued, but is likely worth $0. Because all lien issues have not been resolved, the Debtor proposes to retain the net sales proceeds (i.e., after payment of NFS' commission) in a segregated account pending an agreement on the payment of liens and other claims of its creditors. If necessary, the Debtor will place the net proceeds in its counsel's trust account. The Debtor does not expect there to be any capital gains taxes incurred from the sale. See Higgins Dec. The Debtor proposes the following procedure to allow for overbids prior to the Court's approval of the sale of the Corona Assets to ensure that the Corona Assets are sold for the best possible price: a. Bid Deadline: Sept. 1, 2020 at 4:00 p.m. (PST) b. Deposit: $10,000 made payable to W & J Higgins Investments LP c. Auction: At the hearing on the Motion, only the Buyer and any party who is deemed a Qualifying Bidder will be entitled to bid. d. Bid Increments: $5,000 The proposed Sale is the result of extensive marketing of the Corona Assets. It is the Debtor's business judgment that, after considering potential alternatives, the proposed Sale is in the best interest of the Debtor and its creditors. The Debtor assumed the Corona Lease in the confirmed chapter 11 plan. It intends to assign the Corona lease to the Buyer and the Buyer has provided adequate assurance of performed to the Corona landlord. The Debtor proposes the pay NFS upon the closing of the Sale. NFS' services has greatly enhanced the value of the Debtor's assets and NFS could seek a surcharge of the creditors' liens, if necessary. As such, the Debtor asks the Court authorizes payment to NFS from the Sale proceeds. Finally, the Debtor asks the Court to waive the stay imposed by Rule 6004(h). A hearing on the Motion is set for Sept. 1, 2020 at 2:30 p.m. A copy of the Agreement is available at https://tinyurl.com/yyynnus6 from PacerMonitor.com free of charge. About Forbco Sizzler Partners Chapter 11 cases were filed by Forbco Sizzler Partners, L.P. (Bankr. C.D. Cal. Case No. 11-11439), doing business as Sizzler, and its affiliates, Forbco Management Corp. (Bankr. C.D. Cal. Case No. 11-11428), W & J Higgins Investments L.P. (Bankr. C.D. Cal. Case No. 11-11442, and L & G Restaurants, LLC (Bankr. C.D. Cal. Case No. 11-11444) on Jan. 31, 2011. The Debtor tapped Robert E. Opera, Esq., at Winthrop Couchot Professional Corp. as counsel. In the petition signed by Ronald Jeffrey Higgins, power of attorney, Forbco Sizzler was estimated to have assets and liabilities in the range of $1,000,001 to $10,000,000. FOX PROPERTY: May Use Cash Collateral Thru Feb. 2021 ---------------------------------------------------- Fox Property Holdings, LLC sought and obtained entry of an order from the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorizing the Debtor to use cash collateral in accordance with the Debtor's operating budget for September 1, 2020 through and including February 28, 2021. The Debtor's only known secured creditors are Dayco Funding Corp. and Luxor Properties, Inc., who together are owed the principal sum of $7,700,000 under a loan secured by a Deed of Trust recorded on May 21, 2016. Pursuant to the proof of claim filed by the Lender in the Debtor's bankruptcy case, which claim is denominated as Claim No. 6 in the claims register for the Debtor's case, the Lender contends that the balance of the Loan due as of the Petition Date was $8,349,115.20. The Debtor is generating rent revenue of around $91,000 per month, and anticipates continuing to generate this level of rent revenue throughout the period covered by its operating budget. As reflected in an appraisal report previously submitted by the Debtor in connection with its first cash collateral motion, the Debtor believes that its commercial real property in San Bernardino, has a market value of at least $16,000,000. The Debtor says the Lender and any other secured creditor are adequately protected by a significant equity cushion in the Property. Notwithstanding, as further adequate protection, the Debtor proposes that the Lender and any other secured creditor with an interest in the Debtor's cash be granted valid, enforceable, non-avoidable and fully perfected replacement lien on, and security interest in, the Debtor's cash and rent revenue generated by the Property, to the extent of any diminution in value of such creditors' interests in the Debtor's pre-petition collateral, and to the same extent, validity, scope and priority of its pre-petition lien. A full-text copy of the motion is available for free at https://bit.ly/2PQfrLx from PacerMonitor.com. About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor was estimated to have assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan oversees the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel; and Park & Lim as special litigation counsel. FRANCESCA'S HOLDINGS: Terminates Computershare Rights Agreement --------------------------------------------------------------- Francesca's Holdings Corporation entered into an amendment to the Rights Agreement, dated as of Aug. 1, 2019, between the Company and Computershare Trust Company, N.A., as rights agent. The Amendment accelerates the expiration of the rights set forth in the Rights Agreement to purchase the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share, from 5:00 p.m., New York City time, on Aug. 1, 2022, to 5:00 p.m., New York City time, on Aug. 1, 2020, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company's common stock, par value $.01 per share, pursuant to the Rights Agreement will expire. About Francesca's Holdings Francesca's Holdings Corporation -- http://www.francescas.com/-- is a specialty retailer which operates a nationwide-chain of boutiques providing customers a unique, fun and personalized shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. Today, francesca's operates approximately 702 boutiques in 47 states and the District of Columbia and also serves its customers through francescas.com. Francesca's reported a net loss of $25.02 million for the fiscal year ended Feb. 1, 2020, compared to a net loss of $40.94 million for the fiscal year ended Feb. 2, 2019. Ernst & Young LLP, in Houston, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated May 1, 2020, citing that the COVID-19 pandemic has caused a material adverse effect on the Company's sales, results of operations, and cash flows, and the Company has stated that substantial doubt exists about its ability to continue as a going concern. FREEMAN MOBILE ORTHODONTICS: Has Interim OK to Use BofA Cash ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, has granted Freeman Mobile Orthodontics' Expedited Motion to Use Cash Collateral of Bank of America on an interim basis until August 28, 2020. The Debtor will pay $6,758.94 to the Lender as further adequate protection on a monthly basis until further order of the Court. As a condition of permitting the Debtor to use Cash Collateral, the Debtor will operate strictly in accordance with the Budget, not to exceed ten percent above the amount of any line item shown in the Budget. A continued hearing on the use of Cash Collateral of the Lender was set for August 25, 2020 by telephone. A full-text copy of the order is available for free at https://bit.ly/2Q4cM17 from PacerMonitor.com. About Freeman Mobile Orthodontics Freeman Orthodontics is a Fort Lauderdale, Florida-based orthodontics specialist that provides cutting-edge, high quality and friendly orthodontic care to patients in different communities in Florida. It takes pride in providing patients with specialized and personalized service because it recognizes the different needs of patients. It features the newest technological advances in dental industry like brackets, braces, clear aligners, accelerated orthodontics, and many more. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. FREEMAN MOBILE: Has Interim OK to Use Woodforest Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, has granted Freeman Mobile Orthodontics' Expedited Motion to Use Cash Collateral of Woodforest National Bank on an interim basis until August 28, 2020. As adequate protection for the use of Cash Collateral and for any diminution in value of the Lender's prepetition collateral the Lender is granted a valid, perfected lien upon, and security interest in, all property of the Debtor generated post-petition to the same extent and in the same order of priority of any valid pre-petition lien. The Debtor will pay $12,500.00 to the Lender as further adequate protection on a monthly basis until further order of the Court. The court was slated to conduct a continued hearing on the use of Cash Collateral on August 25, 2020 by telephone. A full-text copy of the order is available for free at https://bit.ly/2PTkuL8 from PacerMonitor.com. About Freeman Mobile Orthodontics Freeman Orthodontics is a Fort Lauderdale, Florida-based orthodontics specialist that provides cutting-edge, high quality and friendly orthodontic care to patients in different communities in Florida. It takes pride in providing patients with specialized and personalized service because it recognizes the different needs of patients. It features the newest technological advances in dental industry like brackets, braces, clear aligners, accelerated orthodontics, and many more. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. GJK FL ENTERPRISES: Has Until Sep. 14 to File Plan & Disclosure --------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, has entered an order within which Debtor GJK FL Enterprises, LLC shall file its Disclosure Statement and Plan of Reorganization on or before Sept. 14, 2020. A copy of the order dated July 28, 2020, is available at https://tinyurl.com/y4n3zavn from PacerMonitor.com at no charge. About GJK FL Enterprises GJK FL Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01341) on Feb. 18, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A., is the Debtor's counsel. A+ Accounting and Tax is the Debtor's accountant. GOODNO'S JEWELRY: Combined Liquidating Plan Confirmed by Judge -------------------------------------------------------------- Judge Janice D. Lloyd has entered an order granting final approval of Disclosure Statement, as amended, and confirming Combined Plan of Liquidation of Debtor Goodno's Jewelry, Inc. Upon review of the files and records, and upon the representations of counsel for Debtor, the statements of counsel for the UST and 36 North concerning resolution of each objection, the Court concludes that the requirements for final approval of the disclosure statement have been satisfied, and the requirements for confirmation of the plan under 11 U.S.C. Sec. 1129 have been satisfied. A full-text copy of the order dated July 28, 2020, is available at https://tinyurl.com/yyqhskxk from PacerMonitor.com at no charge. About Goodno's Jewelry Goodno's Jewelry, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-14103) on Oct. 5, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of between $50,001 and $100,000. The Debtor is represented by: B DAVID SISSON LAW OFFICES OF BDAVID SISSON 305 E Comanche St. / P.O. Box 534 Norman OK 73070-0534 Tel: 405.447.2521 Fax: 405.447.2552 E-mail: sisson@sissonlawoffice.com GREATER BLESSED: Unsecureds to be Paid in Full over 5 Years ----------------------------------------------------------- Greater Blessed Assurance Apolostic Temple, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, a Disclosure Statement with regard to Plan of Reorganization dated July 30, 2020. The purpose of the Plan is to restructure the Debtor’s obligations so that allowed claims can be satisfied in full over time by the Debtor's cash flow from member tithings, member donations, income from governmental vouchers and any other income derived by the School operated by the Debtor and from the Radio Station operated by the Debtor. The Debtor believes that the reorganization contemplated by the Plan is in your best interests and the best interests of the Debtor's Creditors with legitimate claims. Class 1 Allowed Secured Claim of Third World Missions, Inc. will be paid with a 25 Year Amortization at an interest rate of 2.6%, the present average interest rate for commercial loans with a 10-year balloon and no prepayment penalty. The Debtor shall retain the legal title subject to a Mortgage in Favor of Third World Missions, Inc., and this Plan, upon confirmation, shall serve as enforceable evidence of a binding contract for same, notwithstanding any state law defenses to the contrary. Class 2 Unsecured Claims will be paid over time, with an interest rate of two percent (2%) per annum to be paid in full over a five (5) year period. The Plan will be funded by the Reorganized Debtor’s: (a) cash on hand, weekly tithing of members, unrestricted member donations and miscellaneous income derived from the operation of the schools and radio station. A full-text copy of the disclosure statement dated July 30, 2020, is available at https://tinyurl.com/yy5rxxmp from PacerMonitor at no charge. Counsel for the Debtor: David Marshall Brown, Esq. DAVID MARSHALL BROWN, P.A. 6078 Tower Road Tallassee, Tennessee 37878 Tel: (865) 984-9780 E-mail: DavidBrownFLL@gmail.com About Greater Blessed Assurance Apolostic Temple, Inc. Greater Blessed Assurance Apostolic Temple Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-00148) on Jan. 10, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired David Marshall Brown, P.A., as counsel. GREENPOINT TACTICAL: Plan to be Funded by Minerals Sale Proceeds ---------------------------------------------------------------- Greenpoint Tactical Income Fund LLC ("GPTIF") and GP Rare Earth Trading Account LLC ("GPRE") filed with the U.S. Bankruptcy Court for the Eastern District of Wisconsin a Consolidated Disclosure Statement for Chapter 11 Plan of Reorganization dated July 30, 2020. General Unsecured Claims against GPTIF totaling $1,545,000 will be paid in cash 50% of their claims on the Effective Date, and 50% of their claims one year following the Effective Date of the Plan. Such claims are considered impaired, and therefore holders of non-insider general unsecured claims will be eligible to vote on the Plan. Equity Class A Interests Retaining. Class A Interests includes all equity holders, Members, except the Managing Members of the Debtors and Erik J. Hallick. Holders of Equity Class A Interests are retaining their interests with the same legal rights they enjoyed when these chapter 11 cases were commenced. Such interest holders are considered unimpaired, and do not vote because unimpaired interest holders are deemed to have accepted the Plan. Equity Class A Interests Who Elect Redemption. Equity Class A Interest Holders are being offered an enhancement to their interests in the form of redemption options, provided they agree to accept the Plan, and they will be asked to return a ballot indicating that they have accepted the Plan and which redemption option they wish to elect. Those who elect redemption agree to full releases. Class C Claim. Interest of Hallick, to the extent allowed, in an amount to be determined. The Class C Claim of Hallick is unimpaired because it is based upon damages arising from the purchase or sale of securities, and therefore subordinated by law to all other equity interests. Hallick is also being provided an option to elect treatment as an unimpaired Class 2A.I or 2A.II Equity provided he abandons his claim for damages and agrees that the value of his interest is equal to his NIC in GPTIF. GPRE General Unsecured Claims against PGRE totaling $130,000 will be paid in cash in full on the Effective Date. Such claims are considered unimpaired, and therefore holders of general unsecured claims do not vote and are deemed to have accepted the Plan. The 100% of the equity ownership of GPRE by GPTIF shall remain with GPTIF. Such interest holder is considered unimpaired, does not vote and is deemed to have accepted the Plan. The Debtors continue to expect to primarily fund the Plan from proceeds of anticipated sales of Minerals. However, the Debtors are in the process of securing and may seek Court approval of a Debtor-in-possession and exit financing facility to provide up to $10 million in liquidity in order to backstop anticipated proceeds from Mineral sales, the timing of which has been slowed considerably by the impact of the COVID-19 pandemic. GPTIF also has direct and indirect ownership of and investment in a variety of affiliates and other business entities, that in the aggregate it believes to have a contemporaneous fair market value of approximately $19,000,000. Should the opportunity arise during these chapter 11 cases, it is also possible that the Debtors would receive upstream liquidity or, if appropriate, propose for sale of one or more of such interests in order to have alternative sources for funding the payment of claims and making redemptions pursuant to the Plans. A full-text copy of the consolidated disclosure statement dated July 30, 2020, is available at https://tinyurl.com/yxqlfuwk from PacerMonitor at no charge. About Greenpoint Tactical Income Fund Greenpoint Tactical Income Fund LLC is Wisconsin limited liability company with its principal place of business in Madison, Wisconsin. Greenpoint Tactical Income Fund is a private investment fund. GP Rare Earth Trading Account LLC is wholly owned subsidiary of Greenpoint Tactical Income Fund. GP Rare Earth is the entity that holds the gems and minerals. Greenpoint Tactical Income Fund LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-29613) on Oct. 4, 2019. The petition was signed by Hon. Michael G. Halfenger. At the time of filing, Greenpoint Tactical estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. GP Rare Earth estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. The Debtors are represented by: STEINHILBER SWANSON LLP Michael P. Richman Claire Ann Richman 122 W Washington Ave, Suite 850 Madison, WI 53703 TEL: (608) 630-8990 FAX: (608) 630-8991 E-mail: mrichman@steinhilberswanson.com E-mail: crichman@steinhilberswanson.com GROUPE DYNAMITE: Chapter 15 Case Summary ---------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Groupe Dynamite Inc. (Lead Debtor) 20-12085 5592 Ferrier Street Montreal, Quebec, H4P 1M2 GRG USA LLC 20-12083 GRG USA Holdings Inc. 20-12084 Business Description: Groupe Dynamite -- https://groupedynamite.com -- is a Montreal-based privately held global retailer designing and creating accessible fashion since 1975. The retailer's two leading clothing and accessory brands, Garage and Dynamite, are at the core of its success. The Company operates more than 400 stores in Canada and worldwide and employs over 5,200 people. Chapter 15 Petition Date: September 8, 2020 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Christopher S. Sontchi Foreign Proceeding: Proceedings pursuant to sections 9, 11, 11.51, 11.52, and 23 of the CCAA Foreign Representative: Groupe Dynamite Inc. Andrew Lutfy Executive Chairman of the Board 5592 Ferrier Street Montreal, Quebec, H4P 1M2 Canada Foreign Representative's Counsel: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com - and - Patrick J. Nash, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: patrick.nash@kirkland.com - and - AnnElyse Scarlett Gains, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 1301 Pennsylvania Avenue N.W. Washington, D.C. 20004 Tel: (202) 389-5000 Fax: (202) 389-5200 Email: annelyse.gains@kirkland.com Debtors' Claims Agent: OMNI AGENT SOLUTIONS https://cases.omniagentsolutions.com/documents?clientid=CsgAAncz+6b+1Gu1cEW/BBHXAS0PTZ94FryEJV8xq3V9H/Wc2P5QmhzU5GVCYf339gppOCeGGss=&tagid=1227 Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of Groupe Dynamite Inc.'s petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PMQJ2GQ/Groupe_Dynamite_Inc_and_Groupe__debke-20-12085__0001.0.pdf?mcid=tGE4TAMA HOLBROOK/SEARIGHT: Hires James E. Dickmeyer as Legal Counsel ------------------------------------------------------------ Holbrook/Searight, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire James E. Dickmeyer, PC as its legal counsel. Debtor requires legal assistance to administer its bankruptcy estate, prosecute actions on behalf of the estate, and assist in the formulation of a Chapter 11 reorganization plan. The firm's services will be provided by James Dickmeyer, Esq., who will be paid at the rate of $350 per hour. Mr. Dickmeyer disclosed in court filings that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James E. Dickmeyer, Esq. James E. Dickmeyer PC 121 Third Avenue, PO Box 908 Kirkland, WA 98083-0908 Tel: (425) 889-2324 About Holbrook/Searight Holbrook/Searight LLC, a privately held company in Edmonds, Wash., filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 20-12038) on July 30, 2020. Timothy R. Holbrook, managing member, signed the petition. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Marc Barreca oversees the case. James E. Dickmeyer, PC is Debtor's legal counsel. IFS SECURITIES: Sept. 17 Plan & Disclosure Hearing Set ------------------------------------------------------ IFS Securities, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, a motion for the Entry of an Order Approving the Disclosure Statement on an Interim Basis. On July 28, 2020, Judge Lisa Ritchey Craig granted the motion and ordered that: * The Disclosure Statement, as amended, is approved on an interim basis. * Ballots will be distributed to the claimholders in Class 2, who are entitled to vote to accept or reject the Plan. * Sept. 7, 2020 is fixed as the last day to execute all Ballots in order to be counted as votes to accept or reject the Plan. * Sept. 17, 2020 at 2:00 p.m. is the hearing on the final approval of the Disclosure Statement and confirmation of the Plan. * Sept. 7, 2020 is fixed as the last day to file objections to final approval of the Disclosure Statement and/or confirmation of the Plan. A full-text copy of the order dated July 28, 2020, is available at https://tinyurl.com/y6qzltyb from PacerMonitor at no charge. Counsel for the Debtor: GREENBERG TRAURIG, LLP John D. Elrod 3333 Piedmont Road, NE, Suite 2500 Atlanta, Georgia 30305 Telephone: (678) 553-2259 Facsimile: (678) 553-2269 E-mail: elrodj@gtlaw.com About IFS Securities IFS Securities, Inc., an Atlanta-based broker and dealer, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 20-65841) on April 24, 2020. At the time of filing, IFS was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. John D. Elrod, Esq., of Greenberg Traurig, LLP, is the Debtor's counsel. IMPERIAL ROI: Proposes Sale of Dallas Property ---------------------------------------------- Imperial ROI, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the real property located at 8621 Hidden Meadow Drive, Dallas, Texas. The Debtor currently is in the business of renting residential property, not selling it. However, in the past, the Debtor (more than two years ago) bought real property, rehabilitated same and sold same to third parties in the DFW real estate market. Out of an abundance of caution, the Debtor asks authority to sell the Property under Section 363(b)(1), but in a manner that is generally customary as to sales of residential real property, use of a MLS real estate broker located in and that operates in DFW where the Property is located. The Property is subject to one of the largest secured claims in the case held by Orchard Breeze RE, LLC's. It also has ad valorem taxes that have accrued for 2020, though they are not yet due. Lastly, the Property is subject to a mechanics and materialmen's lien by West Fork Capital, LLC who has unpaid bills for services rendered and supplied utilized in the rehabilitation/refurbishment of the Property, which lien can be perfected per 11 U.S.C. Section 546(b) and otherwise applicable state law, as work on the Property has been continuing and is almost finished. The Debtor believes it can sell the Property, pay off all of the referenced secured claims (as to ad valorem taxes payment in the manner customary for such accrued but not yet due obligation), as well as normal and customary costs of sale, from the proceeds. Furthermore, its President, Andy Williams and the affiliate entity Recon Realty PBC, has agreed, pending Court approval, to act as its real estate broker in selling the Property, and likewise to escrow/set aside and then transfer any commission that Applicant (or Andy Williams) may earn from any sale of the Property directly back into the Debtor, either through an additional Section 364 lending motion of similar ilk to that approved on an interim basis as to Andy Williams in the case or as a contribution of capital in concert with the Debtor's coming plan of reorganization all for the purpose providing additional capital for the Debtor's effort to improve or recast its other rental properties in Gatesville so that they may be brought on line as income generators as soon as possible in order to produce more revenue for the estate and its creditors. The Debtor asserts that the Property with appropriate MLS real estate broker based marketing will sell for an amount that is greater than the amount of the liens attached or able to attach to same, or has obtained or likely can obtain consent from Orchard to sell the Property free and clear of Orchard's lien and West Fork's putative lien. Based on the foregoing, the Debtor asks that the Court enters an order (i) authorizing it to begin efforts to market and sell the Property effective Aug. 10, 2020; and (ii) for such other and further relief as the Court may deem just and proper. The objection deadline is Aug. 31, 2020. About Imperial ROI Imperial ROI, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-31868) on July 6, 2020, listing under $1 million in both assets and liabilities. Hon. Harlan D. Hale oversees the case. Rochelle McCullough, LLP is the Debtor's counsel. INTEGRITY HOME: Amended Plan of Reorganization Confirmed by Judge ----------------------------------------------------------------- Judge Catherine Peek McEwen has entered findings of fact, conclusions of law and order approving Disclosure Statement and confirming the Amended Plan of Reorganization filed by Business Restructuring Solutions, LLC for Citrus Home Health, Inc., a Debtor Affiliate of Integrity Home Health Care, Inc. The Plan satisfies the requirements of 11 U.S.C Sections 1122, 1123(a)(1), 1123(a)(6), and 1129(a)(7) through (a)(9) and 1129(a)(12). The claims and equity interests placed in each class are substantially similar to other claims and equity interests, as the case may be, in each such class. The Plan is fair and equitable with respect to Class 3 of the Plan. All Class members who voted to accept the Plan; therefore, the CramDown Motion was denied as moot. The Plan satisfies the requirements set forth within Section 1129(b)(2). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act and no governmental entity has objected to the confirmation of the Plan on any such grounds. Therefore, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. A copy of the order dated July 28, 2020, is available at https://tinyurl.com/y3ypv33e from PacerMonitor.com at no charge. About Integrity Home Health Care Integrity Home Health Care, Inc., a provider of home health care Services, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-00014) on Jan. 2, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Catherine Peek McEwen oversees the case. The Debtors are represented by Jennis Law Firm. K.G. IM LLC: Seeks to Hire Davis & Gilbert as Special Counsel ------------------------------------------------------------- K.G. IM, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Davis & Gilbert LLP, as special corporate counsel to the Debtors. K.G. IM, LLC requires Davis & Gilbert to provide legal services to the Debtor in various matters including, but not limited to corporate governance, negotiating asset sales, securities law compliance and filings, employment, regulatory, tax, and other matters from time to time necessary and appropriate. Davis & Gilbert will be paid at these hourly rates: Partners $455 to $650 Associates $275 to $455 Legal Assistants $190 to $215 Prior to petition date, Davis & Gilbert was paid a retainer of $75,000 which is currently being held as security for post-petition fees and services, including for legal services rendered in contemplation of or in connection with these bankruptcy filings. Davis & Gilbert has not been paid fees from the Debtors during the 90 days preceding the Petition Date. As of the Petition Date, Davis & Gilbert was owed $359,381.37 for unpaid fees and expenses incurred prior to the Petition Date. Davis & Gilbert will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Gallagher, partner of Davis & Gilbert LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Davis & Gilbert can be reached at: Brian Gallagher, Esq. DAVIS & GILBERT LLP 1740 Broadway New York, NY 10019 Tel: (212) 468-4800 Fax: (212) 468-1888 E-mail: bgallagher@dglaw.com About K.G. IM, LLC K.G. IM, LLC, based in New York, NY, and its debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D.N.Y. Lead Case No. 20-11723) on July 29, 2020. The Hon. Martin Glenn presides over the case. In the petition signed by Gerald Katzoff, manager, the Debtor was estimated $50 million to $100 in assets and $10 million to $50 million in liabilities. ALSTON & BIRD LLP, serves as bankruptcy counsel to the Debtor. TRAXI LLC, and DAVIS & GILBERT LLP, serve as special counsel. K.G. IM LLC: Seeks to Hire Omni as Administrative Agent ------------------------------------------------------- K.G. IM, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Omni Agent Solutions, as administrative agent to the Debtors. K.G. IM, LLC requires Omni to: a. assist with, among other things, claims management and reconciliation, plan solicitation, balloting, disbursements, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back- offices and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtor's schedules of assets and liabilities and statement of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) application, as may be requested from time to time by the Debtor, the Court or the Office of the Clerk of the U.S. States Bankruptcy Court (the "Clerk"). Omni will be paid at these hourly rates: Analyst $35 to $50 Consultants $65 to $160 Senior Consultants $165 to $200 Solicitation and Equity Services $205 Technology/Programming $85 to $135 Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul H. Deutch, executive vice president of Omni Agent Solutions, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Omni can be reached at: Paul H. Deutch Omni Agent Solutions, Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: (212) 302-3580 Fax: (212) 302-3820 About K.G. IM, LLC K.G. IM, LLC, based in New York, NY, and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11723) on July 29, 2020. The Hon. Martin Glenn presides over the case. In the petition signed by Gerald Katzoff, manager, the Debtor was estimated to have $50 million to $100 in assets and $10 million to $50 million in liabilities. ALSTON & BIRD LLP, serves as bankruptcy counsel to the Debtors. TRAXI LLC, and DAVIS & GILBERT LLP, serve as special counsel. LADAN INC: Unsecured Creditors to Have 8.75% Recovery in Plan ------------------------------------------------------------- Ladan, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Combined Plan of Reorganization and Disclosure Statement dated July 30, 2020. The Debtor proposes to pay general unsecured creditors a pro-rata portion of $440,025, likely to result in a 8.75% recovery of allowed claims in quarterly payments over 20 quarters. Taxes and other priority claims would be paid in full. If the Plan is confirmed, the payments promised in the Plan constitute new contractual obligations that replace the Debtor's pre-confirmation debts. Creditors may not seize their collateral or enforce their post-confirmation debts so long as Debtor performs all obligations under the Plan. If the Debtor defaults in performing Plan obligations, any creditor can file a motion to have the case dismissed or converted to a Chapter 7 liquidation, or enforce their non-bankruptcy rights as modified by the confirmed Plan. Upon confirmation of the Plan, the Debtor will be discharged from all pre-confirmation debts (with certain exceptions) whether or not the Debtor makes all Plan payments. Class 2(b) Undisputed General Unsecured Claims. Creditors will receive a pro-rata share of a fund totaling $440,025, created by Debtor’s payment of $20,001.25 per quarter for a period of 20 quarters, starting with the first full quarter following the Effective Date of the Plan, with two additional $20,000 payments made on the 15th of the month for the first two months of the Plan. Pro-rata means the entire amount of the fund divided by the entire amount owed to creditors with allowed claims in this class. Creditors in this class may not take any collection action against Debtor so long as Debtor is not in material default under the Plan. This class is impaired and is entitled to vote on confirmation of the Plan. The Debtor does not dispute any of the claims in this class. Pursuant to the provisions of 11 U.S.C. Section 1141, entry of the Bankruptcy Court’s Order confirming the Plan shall constitute a discharge of all pre-confirmation debts of the Debtor. The obligations to creditors that Debtor undertakes in the confirmed Plan replace those obligations to creditors that existed prior to the Effective Date of the Plan. Debtor’s obligations under the confirmed Plan constitute binding contractual promises that, if not satisfied through performance of the Plan, create a basis for an action for breach of contract under California law. To the extent a creditor retains a lien under the Plan, that creditor retains all rights provided by such lien under applicable non-Bankruptcy law. A full-text copy of the combined plan and disclosure statement dated July 30, 2020, is available at https://tinyurl.com/y6dbudrc from PacerMonitor at no charge. Attorneys for Ladan: GOODRICH & ASSOCIATES JEFFREY J. GOODRICH, SBN 107577 336 Bon Air Center, #335 Greenbrae, CA 94904 Tel: (415) 925-8630 About Ladan Inc. Ladan, Inc. -- http://ludwigsfinewine.com/-- is a private held company that owns and operates wine, beer, and liquor stores. Ladan, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30130) on Feb. 6, 2020. The case is assigned to Judge Dennis Montali. In the petition signed by Magid Nazari, president, the Debtor had $258,503 in assets and $7,672,414 in liabilities. Jeffrey Goodrich, Esq., at GOODRICH & ASSOCIATES, is the Debtor's counsel. LBJ HEALTHCARE: Unsecured Creditors to Recover 5% over 5 Years -------------------------------------------------------------- Debtor LBJ Healthcare Partners, Inc., filed a Joint Second Amended Disclosure Statement and a Plan of Reorganization dated July 30, 2020. The Debtor has recently obtained dramatic increases in its compensation for patients from the Department of Health Services which has resulted in another approximate $10,400/month in income, with another $5,850/month expected by the end of calendar 2020, which should increase the net to the Debtor to $16,250/month. CLASS #2b General unsecured claims that are not included in CLASS #2a will be paid 5% of their claims. They will be paid beginning the first relevant date after the Effective Date over 5 years in equal monthly installments with interest at the rate of 3% per annum. A full-text copy of Second Amended Disclosure Statement dated July 30, 2020, is available at https://tinyurl.com/y52ws2wb from PacerMonitor.com at no charge. The Debtor is represented by: Robert M. Aronson LAW OFFICE OF ROBERT M. ARONSON 444 S. Flower St., Suite 1700 Los Angeles, CA 90071 Telephone: (213) 688-8945 Facsimile: (213) 688-8948 E-mail: robert@aronsonlawgroup.com About LBJ Healthcare Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc., formerly doing business as Bayshore Villa Healthcare Partners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-15197) on April 21, 2016, disclosing $49,370 in assets and $1.27 million in liabilities. The petition was signed by Brian Buenviaje, president and CEO. Judge Vincent P. Zurzolo oversees the case. Robert M. Aronson, Esq., at the Law Office of Robert M. Aronson, serves as the Debtor's bankruptcy counsel. Constance Doyle was appointed patient care ombudsman for the Debtor. Subsequently, Tamar Terzian was appointed as the PCO on February 21, 2018. LEVEL SOLAR: Unsecureds to Get Paid from Creditor Trust Proceeds ---------------------------------------------------------------- Chapter 11 Trustee filed a Disclosure Statement for its First Amended Plan of Liquidation of debtor Level Solar Inc. dated July 28, 2020. The Plan provides for the transfer of all of the Debtor's Assets, including Causes of Action and Preserved Estate Claims, into the Creditor Trust to be liquidated by the Creditor Trust. The Plan further provides that the Estate's Cash on hand as of the Effective Date, which will include certain payments received from various parties in connection with settlements pursuant to Bankruptcy Rule 9019, and the Creditor Trust Proceeds will be used to make all distributions pursuant to the terms of the Plan, including distributions to Unsecured Creditors. The settlement agreement provides that Firstar and the Project Funds agree to waive any initial distribution on account of their Allowed Claims under any confirmed chapter 11 plan filed by the Trustee until such time as all other General Unsecured Claims against the Debtor have received a 10 percent distribution on account of their claims; provided, however, that such waiver will have no limitation on Firstar and the Project Funds' rights to receive future distributions of any kind on account of such claims under any such chapter 11 plan. Class 4 consists of all Allowed General Unsecured Claims against the Debtor. Holders of Allowed General Unsecured Claims will receive, in full and final satisfaction, settlement, and discharge and in exchange for each Allowed General Unsecured Claim, a pro rata share of any remaining Creditor Trust Proceeds after payment of the Allowed Claims in Classes 1, 2 and 3. Class 6 Common Equity Interests will be cancelled and their holders will receive nothing of value under this Plan. The payments under the Plan will be paid from the Estate's cash on hand as of the Effective Date, which will include certain payments received from various parties in connection with settlements pursuant to Bankruptcy Rule 9019. The payments due under the Plan to Holders of Classes 1, 2, and 3 Claims will be paid from the Estate's Cash on hand as of the Effective Date. The remaining payments due under the Plan to Holders of Claims in Class 4 will be paid from the Creditor Trust Proceeds. A full-text copy of Trustee's First Amended Plan of Liquidation dated July 28, 2020, is available at https://tinyurl.com/y6fh5f9d from PacerMonitor at no charge. Counsel for Chapter 11 Trustee: SilvermanAcampora LLP Anthony C. Acampora 100 Jericho Quadrangle, Suite 300 Jericho, New York 11753 Tel: (516) 479-6300 Fax: (516) 937-7002 E-mail: AAcampora@SilvermanAcampora.com About Level Solar Based in New York, Level Solar Inc. operates under the solar-energy installation industry. Incorporated in 2013, the company has operations in Long Island, New York City and Massachusetts. Level Solar filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-13469) on Dec. 4, 2017. At the time of the filing, the Debtor was estimated to have assets of between $50 million and $100 million and debt of between $1 million and $10 million. Michael Conway, Esq., at Shipman & Goodwin LLP, is the Debtor's bankruptcy counsel. Akin Gump Strauss Hauer & Feld LLP serves as corporate counsel. Ronald J. Friedman, Esq., was appointed Chapter 11 trustee for the Debtor. The Trustee tapped SilvermanAcampora LLP as his legal counsel. LIQUID COLLECTIVE: Trustee Asks Approval of Agreement with MBC -------------------------------------------------------------- Harvey Sender, Chapter 7 Trustee for the estate of Liquid Collective, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize (i) the Agreement between Milwaukee Brewing Co. ("MBC") and the estate regarding MBC's distribution of the remaining supply of SUP!; and (ii) MBC to deposit checks for the supply in its bank account. Prior to filing the Chapter 11 case, Liquid Collective owned "Sup!," a brand of hard seltzer water. Liquid Collective entered a business relationship with MBC, under which MBC produced and packaged the seltzer water, using its own money to purchase ingredients and materials, and to pay its employees. It was to use its relationships with distributors to distribute the seltzer to retailers, and the parties would split the proceeds from sales. The exact terms of the agreement were in dispute, and at the time of the bankruptcy filing, there was no formal agreement between Liquid and MBC defining the terms of their business relationship, including how the proceeds of SUP! sales would be distributed. Nonetheless, MBC had already begun shipping SUP! to distributors, and at the time of the bankruptcy filing, had produced and packaged an additional 21,000 cases of SUP!, which was in the possession of a third-party storage facility. SUP! has a limited shelf life, and MBC was concerned that the 21,000 cases would be spoiled if not sold quickly. MBC and Liquid Collective agreed that the product should be sold before it lost its value, and entered into an agreement, under which the product would be sent to distributors. The proceeds from sales would be placed in escrow with a third party bank. The bank was to distribute $4 per case to Liquid, and the remainder (estimated to be around $15 per case) to MBC. The parties agreed to use First Business Bank in Brookfield, Wisconsin ("FBB"), as escrow agent. FBB prepared an escrow agreement, under which it was to be paid a fee from the proceeds. Liquid Collective's bankruptcy was converted to Chapter 7 before the escrow agreement could be signed. As with the original business agreement, the lack of a formalized agreement did not prevent the parties from operating as if the agreement were in place. MBC has been sending the product to distributors, who have been submitting payment to FBB. MBC believes that it has enough product to fulfill distributor agreements until the end of August. FBB is in possession of checks from distributors for sales of SUP. Because Liquid Collective and MBC did not open an escrow account before the case was converted, FBB has not deposited the checks, and is awaiting instruction as to where it should deposit the checks. The Trustee has reviewed the terms of the distribution and escrow agreements. Following further negotiation and changes in some terms, he has concluded that the distribution agreement provides the best opportunity for the Estate to liquidate what remains of the 21,000 cases of SUP!, and to receive Liquid's share of the proceeds from those sales. He also reviewed the escrow agreement, which would have required the Estate and MBC to pay significant bank fees to FBB. The parties have agreed that it would be preferable for the money to be deposited directly into MBC's account. MBC will pay the Estate its share of the proceeds, and provide accounting to show that the Estate is receiving its proper share of the proceeds. Under the terms of the Agreement Regarding Sale of SUP! Brand Hard Seltzer and Distribution of Proceeds, MBC will continue to fulfill distributor agreements until its present supply of SUP! is gone. Proceeds from sale of SUP! will be deposited in MBC's bank account at FBB. MBC will distribute $4 per case sold to the bankruptcy estate, and the remainder to MBC. It will provide an accounting to show that the Estate has received its proper share of the proceeds. The agreement applies only to the present supply of SUP! The parties understand that the Estate intends to sell Liquid Collective's interest in SUP! at auction, at which point the buyer will be free to negotiate future distribution and payment agreements. The Trustee believes that the arrangement is in the best interest of creditors. It will allow the Estate to receive proceeds from the sale of product which is declining in quality and may be rendered valueless in a short amount of time. Based on rough estimates, if the Estate receives $4 per case, the Estate could bring in over $80,000 for distribution to creditors. Absent an agreement, the amount available to the Estate may be far less. Acting quickly to resolve this problem is in the best interest of creditors. The Trustee did not seek bids for the remaining supply of SUP!, or for the right to distribute that supply. The lack of competitive bidding is appropriate in the case because of the limited shelf life of the product, which necessitates a quick sale to maximize benefit to creditors. It simply makes sense to continue under a pre-existing agreement rather than negotiate a new sale agreement, when time is of the essence. The Trustee proposes that MBC will distribute $4 for each case of SUP! sold to the Estate, and will distribute the remainder to MBC, without further court approval. He believes that the distribution of assets is fair, and that the terms he is accepting represent the best return possible for the Estate. The agreement is typical of distribution agreements, was negotiated at arms-length, and should not pose concern to creditors. A copy of the Agreement is available at https://tinyurl.com/y6sndyfq from PacerMonitor.com free of charge. About Liquid Collective Liquid Collective LLC sells organic beverages. It makes and sells Sup Harz Seltzer, which comes in in flavors such as cucumber, lemon, peach and black cherry. On May 7, 2020, Liquid Collective sought Chapter 11 protection (Bankr. D. Colo. Case No. 20-13146). The Debtor was estimated to have assets and liabilities of $1 million to $10 million. Davis Law Group LLC is the Debtor's counsel. The case was converted to Chapter 7 on July 10, 2020. LONE STAR HOTELS: Hires Joseph T. Joseph Accountant --------------------------------------------------- Lone Star Hotels, LLC d/b/a Comfort Suites, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Joseph T. Joseph, P.C., as accountant to the Debtor. Lone Star Hotels requires Joseph T. Joseph to: a. assist the Debtors in the analysis of the Debtors' financial position, assets, and liabilities; b. assist the Debtors in the accounting of all receipts and disbursement from the estate and the preparation of all necessary reports in relation thereto; c. assist the Debtors in the development of a plan of reorganization and in the preparation of an accompanying disclosure statement, any amendments to the plan or disclosure statement, and any related agreements and documents; d. assist the Debtors in the preparation of a final report and final accounting of the administration of the estate; e. perform all other accounting services and providing all other financial advice to the Debtors in connection with this Chapter 11 case as may be required or necessary. Joseph T. Joseph will be paid at these hourly rates: Accountants $150 Staffs $75 Joseph T. Joseph will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph T. Joseph, a partner of Joseph T. Joseph, 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 Debtors and their estates. Joseph T. Joseph can be reached at: Joseph T. Joseph, Esq. JOSEPH T. JOSEPH, P.C. 8303 Southwest Freeway, Suite 335 Houston, TX 77074 Tel: (713) 271-3300 About Lone Star Hotels, LLC d/b/a Comfort Suites Based in Bay City, Texas, Lone Star Hotels LLC is a privately held company in the traveler accommodation industry. It conducts business under the name Comfort Suites. Lone Star Hotels sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-32450) on May 4, 2020. The petition was signed by Kulwant Kaur Sandhu, the Debtor's managing member. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Jeffrey P. Norman oversees the case. Joyce W. Lindauer Attorney, PLLC is Debtor's legal counsel. MEDCOAST MEDSERVICE: IRS Has Issues With Plan Redline ----------------------------------------------------- The United States of America, on behalf of its agency the Internal Revenue Service, opposes to the Disclosure Statement describing Reorganization Plan, Redline Version, of debtor MedCoast Medservices, Inc. The United States claims that the Disclosure Statement Redline and Chapter 11 Plan Redline fail to fully provide for the secured claim of the IRS. The Disclosure Statement Redline and Chapter 11 Plan Redline do not provide for deferred cash payments totaling at least the allowed amount of such claim, as of the effective date of the Plan. The United States points out that the Disclosure Statement Redline and Plan Redline fail to provide adequate information regarding the administrative tax claims of the United States. The Disclosure Statement Redline does not provide for the payment of the United States’ Administrative Claim of $113,511.94. The United States asserts that the Disclosure Statement Redline and Plan Redline continue to fail to provide sufficient information regarding the Effective Date of the Plan. There is still inadequate information provided in the Disclosure Statement Redline and Plan Redline regarding the Effective Date of the Plan. The United States further asserts that the Disclosure Statement Redline and Plan Redline continue to fail to provide adequate information regarding the tax consequences of the Reorganized Debtor. The creditors should be provided with sufficient information regarding the possible tax consequences of the transactions for the Debtor to emerge as a Reorganized Debtor. A full-text copy of the United States' objection dated July 28, 2020, is available at https://tinyurl.com/y6fwyn8r from PacerMonitor.com at no charge. About MedCoast Medservice MedCoast Medservice Inc. -- https://www.medcoastambulance.com/ --provides emergency and non-emergency transportation to all of Los Angeles, Orange County and South Bay areas. MedCoast Medservice is a corporation whose primary business concerns the transport of individuals (patients) to and from their homes or places of need to hospitals, physicians, and/or health care providers. It operates from a rented facility located at 14325 Iseli Road, Santa Fe Springs, Calif. MedCoast Medservice filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-19334) on Aug. 9, 2019. In the petition signed by Artina Safarian, its president, the Debtor disclosed assets at $952,016 and liabilities at $2,615,768, of which approximately $1,303,754 is owed for payroll taxes to the Internal Revenue Service. Judge Sheri Bluebond is the case judge. The Debtor tapped Henry D. Paloci III PA as its legal counsel, and Riley Akopians & MSA CPAS, LLP as its accountant. David Gottlieb was appointed as Debtor's Chapter 11 trustee. The Trustee tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as his bankruptcy counsel and Sherwood Partners, Inc., as his financial advisor. MIA & ASSOCIATES: Hires R.J. Parham as Special Counsel ------------------------------------------------------ MIA & Associates Realty Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of R.J. Parham, as special counsel to the Debtor. MIA & Associates requires R.J. Parham to provide legal defenses to a forcible entry and detainer suit filed against the Debtor by JRDS Investments, LLC. R.J. Parham will be paid at the hourly rate of $300. R.J. Parham will also be reimbursed for reasonable out-of-pocket expenses incurred. R.J. Parham, partner of the Law Office of R.J. Parham, 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. R.J. Parham can be reached at: R.J. Parham, Esq. LAW OFFICE OF R.J. PARHAM 916 Wilkins St. Hempstead, TX 77445 Tel: (979) 826-4838 About MIA & Associates Realty Group MIA & Associates Realty Group, LLC is the fee simple owner of four real properties located in Texas having a total current value of $1.4 million. On May 20, 2020, MIA & Associates Realty Group filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32708). At the time of the filing, Debtor was estimated to have $1,406,088 in total assets and $880,823 in total liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor has tapped Fuqua & Associates, P.C. as its legal counsel. The Law Office of R.J. Parham, is special counsel. MOHAMMAD REZA ASSADI: Selling Lee County Properties for $277K ------------------------------------------------------------- Mohammad Reza Assadi asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property and improvements located at County Rd 103 (Tract 2, 12.24 acres) Paige, Lee County, Texas to Stanberry Relators for $116,280; and (ii) the real property and improvements located at County Rd 103 (Tract 5, 14.12 acres) Paige, Lee County, Texas to Van Zandt Properties for $160,000. The Debtor own two different undeveloped real properties (1) in Travis County, Texas, and (2) in Lee County, Texas. The Travis County Property is a 1.03 acres of Lake Austin view property, appraised for $750,000. The Lee County property consists of the following: (i) Tract 1 - 13.43 acres ($110,800); (ii) Tract 2 - 12.24 acres ($99,700); and (iii) Tract 5 - 14.12 acres ($146,400). The estimate Debtor equity in each one of his properties, and non-avoidable liens and Property Taxes due each one of the Debtor's properties: Lien Holder Travis County Lee County Equity (Est.) Property Property Appraised Values $750,000 $356,800 FirstLienHolder Ozona Bank -$281,602 FirstLienHolder Amir Batoei -$ 13,243 Property Taxes $0 -$ 11,616 Past Due The Debtor have explored multiple alternatives to restructure their financial affairs for the benefit of creditors and parties in interest since the outset of these Chapter 11 Cases. They believe the selling his properties will maximize the value for their creditors. Including Adversary No. 20-01041 and Adversary No. 20-01042, prior to the Petition Date, the Debtor entered into the a listing agreement with Broker Vance Powell and their agent Vance E. Powell, III, MAI, SRPA, SRA, to market The Travis County Property to sell for $795,000. On Aug. 5, 2020 , the Debtor has sought and obtained an Order of the Court approving the employment of the Broker Vance Powell to sell the Travis County Property. The Debtor believe that the Broker, with their particular expertise will enable the Debtor to obtain the highest and best offer available under the circumstances, for Travis County Property. On July 26, 2020, the Debtor enter into TREC form Contract of Sale for the sale of the Lee County Property for $116,280. The Buyer is Stanberry Realtors and a Sept. 21, 2020 or sooner closing. The sales price for Tract 2 of Lee County property will be reduced approximately by $13,243 to Amir H Batoei, and $11,616 (past due property taxes) and $2,000 (pro rata portion of 2020 property taxes) and less title policy, survey and misc closing cost of estimated $5,000. The Contract also provides for a 2% commission to be paid to Stanberry Relators for amount of $2,326. The net proceeds estimated to be $82,096. On July 27, 2020, the Debtor enter into TREC Form Contract of Sale for the sale of the Tract 5 of Lee County Property for $160,000. The Buyer is Van Zandt Properties and a Sept. 30, 2020 or sooner closing. The sales price for Tract 5 of Lee County Property will be reduced by $,3000 (pro rata portion of 2020 property taxes) and less title policy, survey and Misc closing cost of estimated $5,000. The Contract also provides for a 3% commission to be paid to Van Zandt Properties for amount of $4,800. The net proceeds estimated to be $147,200. The total net proceeds of sell of Tracts 2 and 5 is estimated to be $229.296, less U.S. Trustee fees. The Debtor has identify few other purchasers for Tract 1 (asking Price $127,000) of the Lee County Property, however not able to finalize the deal with any of potential buyers, one of reasons the part of the bridge on the road to Tract 1 has being washed out need to repair would cost about $7,000 before he able to get contract for full asking price. The Debtor proposes to receive $15,000 of net proceeds, in order to repair the bridge on Tract 1 and to up keep and maintain and clear brushes and grass in both Lee County and Travis County properties, to bring out best natural features like trees, water elements and open space of each property , and plus any excess amount enable the Debtor to pay post-petition obligation and administrative expenses. The Debtor proposes the reminder of both sale proceeds will be hold in escrow by Texas Country Title (Giddings) located at 103 S. Main Street, Giddings, Texas 78942, and Escrowed Funds will be held and will not be distributed until further order of the Court. The purpose Sale proceeds with the proposed purchase prices for Tract 1 and Tract 2 will pay all non-avoidable liens and the property taxes in full for Lee County Property. The proposed transaction provides for the satisfaction of the claims of all non-avoidable secured claims and will produce a substantial return to the Debtor’s estate under the existing allocation of sale proceeds. The sale of the properties will be free and clear of any liens, claims, interests, and encumbrances. Finally, to implement the foregoing sale process successfully, the Debtor asks a waiver of any stay of the order granting the relief requested pursuant to under Bankruptcy Rules 6004(h). In light of the Debtor current financial condition, the Sale Transaction(s) contemplated should be consummated as soon as practicable to allow the Debtor to maximize value for their estates and creditors. A copy of the Contracts is available at https://tinyurl.com/y4vwlghn from PacerMonitor.com free of charge. Mohammad Reza Assadi sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-10766) on July 7, 2020. The Debtor tapped Laurie Boyd, Esq., as counsel. MOOD MEDIA: Gets Court Approval to Hire Investment Bankers ---------------------------------------------------------- Mood Media Corporation and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire PJ Solomon, LP and PJ Solomon Securities, LLC as their investment bankers. The firms will provide general financial advisory services and other necessary services in case Debtors determine to undertake a transaction such as financing, restructuring or the sale of their assets. In case Debtors pursue a restructuring or sale, the firms will: (i) assist Debtors in developing a restructuring plan, which may be a plan under Chapter 11; (ii) assist Debtors in structuring any new securities to be issued under the plan; (iii) assist Debtors in negotiations with entities or groups affected by the plan; and (iv) participate in court hearings. Meanwhile, the firms will provide the following services in case Debtors pursue a financing: (i) assist Debtors in structuring a financing and identifying and contacting potential investors; (ii) assist Debtors in preparing a memorandum to be used in soliciting potential investors; and (iii) assist Debtors in negotiations with potential investors. The firms will be compensated as follows: (a) Debtors will pay the firms a financial advisory fee of $125,000 per month. Fifty percent of the aggregate amount of the monthly fees actually paid to the firms following payment of the third monthly fee shall be credited once against any transaction fee payable to the firms. (b) Upon the consummation of a restructuring, Debtors will pay the firms a transaction fee equal to (i1) $2.75 million for a restructuring effected pursuant to a prepackaged Chapter 11 plan and (ii) $3.5 million for any restructuring other than a prepackaged Chapter 11 plan. In the event that the reorganized Debtors retain the firms in respect of a sale following consummation of a restructuring, 50 percent of the restructuring transaction fee will be credited once against any future sale transaction fee to be paid to the firms. Following the payment of a restructuring transaction fee, Debtors are not obligated to pay, and the firms are not entitled to earn, any fees associated with any transaction following consummation of a restructuring, unless the reorganized Debtors retain the firms under a separate engagement letter. (c) If any credit facility amendment is effected, Debtors will pay the firms a fee equal to $750,000. If a restructuring is consummated within 18 months following a credit agreement amendment, 50 percent of the credit facility amendment fee actually paid will be credited once against the restructuring transaction fee. If a sale is consummated within 24 months following a credit facility amendment, 50 percent of the credit facility amendment fee actually paid will be credited once against the sale transaction fee. (d) If Debtors consummate any financing, the firms will be paid a financing fee equal to the applicable percentage of the gross proceeds of, or if greater, maximum lending or funding commitment under such transaction: i. 1.0 percent for senior secured debt (including, without limitation, any debtor-in-possession financing); ii. 2.0 percent for junior secured debt or any unsecured debt, including subordinated or mezzanine debt, or unitranche debt (i.e., combining different types of debt such as senior and subordinated into one instrument); iii. 4.0 percent for common, preferred or other equity, including without limitation, securities or debt convertible into equity or equity-linked debt; and (e) Upon the consummation of a sale, Debtors will pay the firms the following fees: i. At the closing of a "WholeCo sale," a transaction fee equal to an amount to be determined according to the schedule set forth on the engagement letter. ii. At the closing of an international sale, a transaction fee equal to the following: (a) If Debtors' international business is sold, transferred or divested in a single transaction (e.g., a platform sale or sale of all territories), a fee of $2.0 million plus 2.5 percent of that portion of aggregate consideration in excess of $60 million; or (b) If Debtors' international business is not sold, transferred or divested in a single transaction (e.g., a sale of individual markets, regions or pieces of the international business), a fee equal to an amount to be determined according to the schedule set forth on the engagement letter. iii. At the closing of a North American sale, a transaction fee equal to an amount to be determined according to the schedule set forth on the engagement letter. Mark Hootnick, managing director at PJ Solomon, LP, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Hootnick holds office at: Mark Hootnick PJ Solomon, L.P. 1345 Avenue of the Americas 31st Floor New York, NY 10105 Telephone: (212) 508-1665 Email: mhootnick@pjsolomon.com About Mood Media Corp. Mood Media Corp. is a global provider of in-store audio, visual and other forms of media and marketing solutions to more than 400,000 commercial locations around the world and across a broad range of industries. It is an international business with operations in the United States and in over 40 other countries throughout the world. Visit https://us.moodmedia.com for more information. On July 30, 2020, Mood Media and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 20-33768). Mood Media's international subsidiaries are not part of the Chapter 11 filing. At the time of the filing, Debtors disclosed assets of between $500 million and $1 billion and liabilities of the same range. The Hon. Marvin Isgur is the case judge. Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel, Jackson Walker LLP as local counsel, PJ Solomon LP and PJ Solomon Securities LLC as investment banker, and Berkeley Research Group LLC as financial advisor. Prime Clerk, LLC is the claims agent. MOOD MEDIA: Taps Berkeley Research as Financial Advisor ------------------------------------------------------- Mood Media Corporation and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Berkeley Research Group, LLC as their financial advisor. The firm will provide the following services: a) advise and assist Debtors in developing supporting materials and models for their cash flow forecast, budget and multi-year projection; b) assist with liquidity management, cash conservations strategies and the development of financial models; c) provide advice to Debtors related to restructuring activities such as negotiations with existing lenders and stakeholders; and f) provide other services as requested by Debtors' management or board of directors. Berkeley's standard hourly rates are as follows: Managing Director $795 - $1,095 Director $600 - $835 Professional Staff $285 - $740 Support Staff $125 - $260 Berkeley is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Stephen Coulombe Berkeley Research Group, LLC 2200 Powell St. Ste. 1200 Emeryville, CA 94608 Phone: (510) 285-3300 About Mood Media Corp. Mood Media Corp. is a global provider of in-store audio, visual and other forms of media and marketing solutions to more than 400,000 commercial locations around the world and across a broad range of industries. It is an international business with operations in the United States and in over 40 other countries throughout the world. Visit https://us.moodmedia.com for more information. On July 30, 2020, Mood Media and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 20-33768). Mood Media's international subsidiaries are not part of the Chapter 11 filing. At the time of the filing, Debtors disclosed assets of between $500 million and $1 billion and liabilities of the same range. The Hon. Marvin Isgur is the case judge. Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel, Jackson Walker LLP as local counsel, PJ Solomon LP as investment banker, and Berkeley Research Group, LLC as financial advisor. Prime Clerk, LLC is the claims agent. MOOD MEDIA: Unsecured Creditors be Paid in Full in Prepack Plan --------------------------------------------------------------- Mood Media Corporation and its Debtor Affiliates proposed a joint prepackaged plan of reorganization for the resolution of the outstanding claims against and equity interests in the Debtors dated July 30, 2020. Class 3 First Lien Claims totaling $301.7 million will receive (i) $200 million of new loans under the Exit Term Loan Facility; and (ii) 100% of the New Common Equity, subject to dilution by the Management Incentive Plan and the Warrants. Class 4 Second Lien PIK Claims totaling $330.2 million will each receive its pro rata share of the warrants, subject to dilution by the Management Incentive Plan. Class 5 General Unsecured Claims will (i) be paid in full in cash in the ordinary course of business, (ii) be Reinstated, or (iii) receive such other treatment as reasonably agreed to by the Debtors and the Required Consenting First Lien Lenders. Class 8 Existing Equity Interests will be cancelled, released, and extinguished and will be of no further force or effect, and Holders of Existing Equity Interests will not receive any distribution on account of such Interests. The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan; provided that the Reorganized Debtors may consolidate Allowed Claims on a per Class basis for voting purposes. SoundExchange and the Debtors agree that, on the Effective Date, SoundExchange shall receive an Allowed General Unsecured Claim in the amount of $5 million plus undisputed accrued and unpaid amounts due to SoundExchange in the ordinary course of business as of the Petition Date; provided, however, that, if Holders of Allowed Second Lien PIK Claims receive a recovery in excess of 25 percent as set forth in the Disclosure Statement, SoundExchange shall receive such additional amounts necessary such that its recovery is equal to the percentage recovery actually received by Holders of Allowed Second Lien PIK Claims. On a postpetition basis, the Debtors will pay undisputed accrued and unpaid amounts due to SoundExchange in the ordinary course. The Reorganized Debtors shall enter into the Exit Term Loan Facility, the terms of which will be set forth in the Exit Term Loan Documents. Confirmation of the Plan will be deemed approval of the Exit Term Loan Facility and the Exit Term Loan Documents, and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and other payments provided for therein and authorization of the Reorganized Debtors to enter into and execute the Exit Term Loan Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Term Loan Facility. A full-text copy of the Joint Prepackaged Plan of Reorganization dated July 30, 2020, is available at https://tinyurl.com/y2xnpapr from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh Veronica A. Polnick Genevieve Graham JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com vpolnick@jw.com ggraham@jw.com - and - Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. Christopher T. Greco, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: edward.sassower@kirkland.com joshua.sussberg@kirkland.com christopher.greco@kirkland.com - and - W. Benjamin Winger KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: benjamin.winger@kirkland.com About Mood Media Corp. Mood Media Corporation -- https://us.moodmedia.com/ -- is a global provider of in-store audio, visual, and other forms of media and marketing solutions to more than 400,000 commercial locations around the world and across a broad range of industries. Mood is an international business with operations in the United States and in over 40 other countries throughout the world. On July 30, 2020, Mood Media Corp. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-33768). The Debtor was estimated to have $500 million to $1 billion in assets and liabilities. The Company's international subsidiaries are not part of the Chapter 11 filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as bankruptcy counsel; PJ SOLOMON, L.P., as investment banker; and BERKELEY RESEARCH GROUP LLC as restructuring advisor. JACKSON WALKER L.L.P. is the local counsel. PRIME CLERK LLC is the claims agent. MURPHY SHIPPING: Gets Approval to Hire Wiley Law Group as Counsel ----------------------------------------------------------------- Murphy Shipping & Commercial Services, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Wiley Law Group, PLLC as its legal counsel. The firm will provide the following services: (a) assist in negotiations for final resolution of the disputed derivative claims against Debtor, which stemmed from the transfers made by its founder; (b) advise Debtor of its powers and duties in its Chapter 11 case; (c) appear in court and attend meetings; and (d) perform all other legal services, including but not limited to, legal advice in areas such as corporate, bankruptcy, tort, employment, governmental, intellectual property and secured transactions. Wiley Law agreed to a total compensation of $40,000, of which $20,000 was paid to the firm for services rendered prior to Debtor's bankruptcy filing. The firm also received the amount of $1,717 for the filing fee. Kevin Wiley, Sr., Esq., at Wiley Law Group, disclosed in court filings that he and his firm are disinterested persons as defined in Section 101(14) of the Bankruptcy Code. Wiley Law Group can be reached through: Kevin S. Wiley, Sr. Kevin S. Wiley, Jr. The Wiley Law Group, PLLC 325 North St. Paul Street, Suite 2750 Dallas, TX 75201 Tel. (469) 484-5016 Fax (469) 484-500 Email: kevin.wileysr@tx.r.com kwiley@lkswjr.com About Murphy Shipping Murphy Shipping & Commercial Services, Inc. is a Houston-based full-service logistics company that conducts business under the name Murphy Global Logistics. Visit http://www.murphyship.comfor more information. Murphy Shipping filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34049) on Aug. 12, 2020. Murphy Shipping President Jerry Rowell signed the petition. At the time of the filing, Debtor disclosed $1,576,696 in assets and $82,947 in liabilities. Debtor has tapped The Wiley Law Group, PLLC as its legal counsel. NEW YORK OPTICAL: May Use Cash Collateral ----------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Ford Lauderdale Division, has granted New York Optical-International, Inc.'s Emergency Motion to Authorize Use of Cash Collateral and to Set Preliminary Hearing Pursuant to 11 U.S.C. Section 363 and F.R.B.P. 4001 concerning claim of creditor, JP Morgan Chase Bank N.A. The parties agree that JPMorgan has a pre-petition claim against the Debtor in the amount of $681,068.00 which is secured by a properly perfected first lien on all assets of the Debtor. The Debtor has agreed to timely perform all obligations of a debtor-in-possession required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and the Orders of the Court. Each creditor with a security interest in cash collateral shall have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. A hearing on the Debtor's continued use of cash collateral is scheduled for September 30, 2020 before Judge Scott M. Grossman. A full-text copy of the court's order is available for free at https://bit.ly/3iCY65a from PacerMonitor.com. About New York Optical New York Optical-International, Inc., doing business as Tuscany Eyewear, offers optical products. New York Optical International was a long-standing Florida-based frame distributor with a specialist market within the U.S., Latin American and Caribbean Islands. Tuscany Eyewear has one location -- a new 15,000 square foot corporate headquarters and warehouse conveniently located at the intersection of two major expressways and within easy distance of two major international airports. It comprises a showroom, administration offices, warehouse, sales and marketing departments. It sought protection under Chapter 11 Bankruptcy (Bankr. S.D. Fla. Case No. 20-17961) on July 22, 2020. The case is assigned to Judge Scott M. Grossman. David W. Langley, Esq. at David W. Langley is the Debtor's counsel. NICHOLS EXECUTIVE: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Nichols Executive Enterprises, Inc. 11301 W Olympic Blvd Ste 485 Los Angeles, CA 90064 Business Description: Nichols Executive Enterprises, Inc. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns a single family home in Los Angeles, California, having a current value of $2.27 million. Chapter 11 Petition Date: September 7, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-18166 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Anthony O. Egbase, Esq. A.O.E. LAW & ASSOCIATES, APC 350 South Figueroa St Ste 189 Los Angeles, CA 90071 Tel: 213-620-7070 Email: info@aoelaw.com Total Assets: $2,274,600 Total Liabilities: $496,651 The petition was signed by Shawn Sheppard, chief executive officer. A copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LP6JVHY/Nichols_Executive_Enterprises__cacbke-20-18166__0001.0.pdf?mcid=tGE4TAMA NTS W. USA: Hires Mr. Ryniker of Ryniker Consultants as CRO ----------------------------------------------------------- NTS W. USA Corp., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Brian Ryniker of Ryniker Consultants, LLC, as chief restructuring officer to the Debtor. NTS W. USA requires Ryniker Consultants to: a. serve as CRO, responsible and with authority, for all of the duties of the Debtor's chief executive officer, for all aspects of the Debtor's day-to-day operations and finances; b. exercise authority over all members of management and staff with the authority to hire, terminate, and change the compensation and benefits of all employees; c. prepare and present to the Debtor's Representative a preliminary action plan and timeline and a monthly operating budget for the Company; d. retain and oversee other outside consultants in connection with the sale or reorganization of the Debtor; e. maintain communications regularly with the Debtor Representative and certain other creditors; f. identify and seek to recover assets of the Debtor; g. take such other steps as are necessary to manage and wind down the affairs of the Debtor, on a prompt and cost- efficient basis. Ryniker Consultants will be paid at the hourly rate of $200 to $400. Prior to the Petition Date, Ryniker Consultants received a $100,000 retainer from the Debtor. Prior to commencement of the Debtor's chapter 11 case, Ryniker Consultants drew down $10,660 for services performed before the Petition Date, leaving a balance retainer of $89,340. Ryniker Consultants will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Ryniker, partner of Ryniker Consultants, 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. Ryniker Consultants can be reached at: Brian Ryniker Ryniker Consultants, LLC 156 Dubois Avenue Sea Cliff, NY 11579 Tel: (646) 341-3926 E-mail: brian@rynikerllc.com About NTS W. USA Corp. NTS W. USA Corp., based in Central Valley, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-35769) on July 22, 2020. The Hon. Cecelia G. Morris presides over the case. In the petition signed by CRO Brian K. Ryniker, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. ARENT FOX LLP, serves as bankruptcy counsel to the Debtor. Stretto is the administrative advisor. OHIO CITY NAILS: Seeks to Hire Donald Butler as Attorney -------------------------------------------------------- Ohio City Nails, Inc., has filed an amended application with the U.S. Bankruptcy Court for the Northern District of Ohio seeking approval to hire Donald Butler, Esq. Mr. Butler will provide the following services: a. advise Debtor as to its rights, duties and power; b. prepare and file court documents; c. represent Debtor at all hearings, meetings of creditors, conferences, trials and other court proceedings; and d. perform other necessary legal services. The attorney will be paid at the rate of $125 per hour for his services while the paralegal assisting him will be paid at $75 per hour. Debtor will also reimburse the attorney for work-related expenses incurred. Mr. Butler disclosed in a court filing that he and his firm are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Butler holds office at: Donald Butler, Esq. 1220 West 6th St., Ste 203 Cleveland, OH 44113 Telephone: (216) 621-7260 Facsimile: (216) 241-1312 Email: butdon@aol.com About Ohio City Nails Ohio City Nails, Inc., a Cleveland, Ohio-based nail salon, sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 20-13542) on July 29, 2020. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $50,001 and $100,000. Judge Arthur I. Harris oversees the case. Donald Butler, Esq. is the Debtor's legal counsel. PESCRILLO NIAGARA: Unsecureds Guaranteed 10% in Plan ---------------------------------------------------- Debtors Ralph T. Pescrillo ("RTP"), Pescrillo Niagara, LLC ("Niagara"), and Pescrillo New York LLC ("PNY") filed with the U.S. Bankruptcy Court for the Western District of New York a Joint Disclosure Statement describing Plan of Reorganization. RTP commenced a bankruptcy case by filing a voluntary Chapter 11 petition on March 6, 2020. Niagara commenced a bankruptcy case by filing a voluntary Chapter 11 petition under the Code on March 6, 2020. PNY commenced a bankruptcy case by filing a voluntary Chapter 11 petition under the Code on April 9, 2018. By order dated April 30, 2020, the Debtors were granted leave to file a single consolidated disclosure statement for distribution to classes of creditors of all three Debtors and a single plan of reorganization for all three Debtors. The Plan may provide for the Debtors to reorganize by continuing to operate, to liquidate by selling assets of the estate, or a combination of both. The Debtors are the party proposing the Plan. As of the date of this Disclosure Statement, there have been eight claims filed in RTP and the only claim(s) which may be subject of a formal objections are the NYS Workers Compensation Board [POC 3] and/or Paralegal Services of Buffalo [POC 2]; there have been no claims filed in Niagara; and, there have been seven claims filed in PNY, of which none are deemed objectionable. Unsecured Creditors shall receive a fixed percentage of 10 percent. This Plan is a commitment to pay this percentage regardless of future revenues, expenses, or the total allowed claims. If Debtor is unable to pay this percentage then that will be a default under the Plan. Class IX Ralph T. Pescrillo equity interest holder shall retain his equity. Payments and distributions under the Plan will be funded by the rent generated by the “going concern.” Subject to the terms of the Restructuring Support Agreement, if the Restructuring Transactions are not consummated, the Debtors thereafter will consider all available restructuring alternatives, including filing an alternative chapter 11 plan, converting to a chapter 7 plan, commencing section 363 sales of the Debtors’ assets and any other transaction that would maximize the value of the Debtors’ estates. The terms of any alternative restructuring proposal may be less favorable to Holders of Claims against the Debtors than the terms of the Plan as described in this Disclosure Statement. A full-text copy of the joint disclosure statement dated July 28, 2020, is available at https://tinyurl.com/y2kvmbk6 from PacerMonitor.com at no charge. The Debtors are represented by: GLEICHENHAUS, MARCHESE & WEISHAAR, PC Michael A. Weishaar, Esq. 930 Convention Tower Buffalo, New York 14202 Tel: (716) 845-6446 Fax: (716) 845-6475 E-mail: mweishaar@gmwlawyers.com About Pescrillo Niagara Pescrillo Niagara, LLC, a domestic limited liability company in Niagara Falls, N.Y., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10379) on March 6, 2020, listing under $1 million in assets and liabilities. Judge Michael J. Kaplan oversees the case. Debtor hired Gleichenhaus, Marchese & Weishaar PC as its legal counsel. RALPH MARRA: Mar Buying RJRM's Hoosick Falls Property for $260K --------------------------------------------------------------- Ralph Brian Marra asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property consisting of adjoining parcels, identified on the Residential Purchase Contract, located at Old Route 22, Hoosick Falls, New York to Mar Indico, LLC for $260,000. The Debtor owns 100% of the ownership interests in RJRM Properties, LLC. RJRM is an entity that owns the Real Property. The Real Property consists of approximately 300 acres. The Contract for the Real Property is in the amount of $260,000. The sale will be appropriately free and clear of encumbrances. The Real Property was listed for sale on the Multiple Listing Service in the amount of $299,000 for approximately four months and was marketed by broker/realtor Berkshire Hathaway HomeServices Blake. The Realtor, per its application to be employed filed with the Court, is to receive 6% of the total purchase price as compensation for services. The Debtor and the Realtor are of the opinion that $260,000 is the fair market value for the Real Property based on comparable sales as seen on MLS. The Debtor asks that the Court approves the sale of the Real Property, in the amount of $260,000 and for the sale proceeds to be deposited into the trust account of its bankruptcy counsel. The Debtor asks an expedited hearing on the Motion because the Buyer has indicated that time is of the essence and the Debtor is concerned that if the sale is not approved by the Court quickly, the Buyer will move on to similarly situated property nearby. Additionally, at the hearing on the Motion, the Debtor will ask that the Court enters an order waiving the 14-day stays set forth in Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure and providing that the orders granting the Motion be immediately enforceable and that the transaction with the Debtor's Ownership Interests in RJRM may occur immediately. Ralph Brian Marra sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-02370) on March 19, 2019. The Debtor tapped Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, as counsel. RETAIL SOLUTIONS: Gets Approval to Hire Allen Barnes as Counsel --------------------------------------------------------------- Retail Solutions, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Allen Barnes & Jones, PLC as its legal counsel. The firm will provide the following services: a. advise Debtor regarding its reorganization; b. represent Debtor in negotiations involving secured and unsecured creditors; c. represent Debtor at court hearings; and d. prepare legal papers necessary to Debtor's reorganization. The firm will be paid at hourly rates as follows: Michael A. Jones, Member $425 Philip J. Giles, Member $325 Cody D. Vandewerker, Associate $300 David B. Nelson, Associate $285 Paralegals and Law Clerks $115 - $195 Debtor paid Allen Barnes a retainer of $161,717, of which $39,973.85 was applied to pre-bankruptcy fees and costs, including the Chapter 11 filing fee. Allen Barnes does not represent interests adverse to Debtor and its estate in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Michael A. Jones, Esq. Allen Barnes & Jones, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Tel: 602-256-6000 E-mail: mjones@allenbarneslaw.com About Retail Solutions LLC Retail Solutions, LLC, a company that provides business consulting services, filed its volutary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-09357) on Aug. 14, 2020. Jed Bradshaw, manager, signed the petition. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Madeleine C. Wanslee oversees the case. Michael A. Jones, Esq., at Allen Barnes & Jones, PLC, represents Debtor as legal counsel. RGN-CULVER CITY I: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: RGN-Culver City I, LLC 3000 Kellway Drive Suite 140 Carrollton, TX 75006 Business Description: RGN-Culver City I, LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: September 8, 2020 Court: United States Banrkuptcy Court District of Delaware Case No.: 20-12086 Debtor's Counsel: Ian J. Bambrick, Esq. FAEGRE DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 467-4200 Email: Ian.Bambrick@faegredrinker.com Debtor's Financial Advisor: ALIXPARTNERS Debtor's Restructuring Advisor: DUFF & PHELPS, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James S. Feltman, responsible officer. The Debtor filed an empty list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NCF5JBA/RGN-Culver_City_I_LLC__debke-20-12086__0001.0.pdf?mcid=tGE4TAMA RIVERBEND ENVIRONMENTAL: $5.13M Cash Sale of Assets to Greenway OKd ------------------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi (i) authorized Riverbend Environmental Services, LLC's (i) private sale of its solid waste landfill, real property and other assets located primarily in Jefferson County, Mississippi; Warren County, Mississippi; and East Baton Rouge Parish, Louisiana, other than those assets specifically excluded, and all easements and rights appurtenant thereto, as designated in the Asset Purchase Agreement, to Greenway Environmental Services, LLC, for $5.13 million, cash; (ii) authorized the Purchaser's operation of the Purchased Assets as designated in the Operation Agreement as required by the Mississippi Department of Environmental Quality ("MDEQ") in the Agreed Order and authorizing the Debtor's joinder in such Agreed Order; and (iii) granted the Purchaser a superpriority administrative expense claim for its Operations Period Expenses and Breakup Fee, and a senior, priming lien in all of the Debtor's real property for its Remediation Expenses, in the event that the proposed sale is not closed with the Purchaser as required under the Agreement, and for its Breakup Fee, in the event that a Sale should be closed with a different purchaser. A hearing on the Motion was held on Sept. 4, 2020. Upon Closing, the proceeds from the Sale will be placed into a separate, segregated, interest-bearing, United States Trustee authorized DIP bank account, and such proceeds will not be disbursed until further order of the Court. Any new DIP bank account opened to hold the Debtor's sale proceeds will be subject to the United States Trustee's Chapter 11 Operating Guidelines and Reporting Requirements. Upon Closing, the Escrowed Funds will be deposited into escrow in accordance with the Agreement and Escrow Agreement. In accordance with those agreements, the Purchaser will have a first priority security interest in such Escrowed Funds and related account(s). The sale is free and clear of all Interests of any kind or nature whatsoever, including, without limitation, all Claims, Liens and Encumbrances, with all such Interests to attach to the net proceeds of the Sale attributable to the Purchased Assets against which such Interests are asserted. The Operations Agreement is approved as being in the best interest of the Estate and the Debtor is authorized to execute the Operations Agreement and carry out any reasonable act necessary to effectuate same. The Purchaser is authorized to operate the Purchased Assets under the Agreement, MDEQ Agreed Order, and Operations Agreement. The Purchaser is also authorized to make the Operations Period Funding for Operations Period Expenses and its Required Capital Expenditures Funding of Required Capital Expenditures. The Purchaser will manage the day-to-day operations of the Landfill during the Operations Period as stated under Section 8.01 of the Agreement, the MDEQ Agreed Order, and the Landfill Operations Agreement. The Purchaser will be entitled to a superpriority administrative expense claim, with priority over all administrative expenses of the kind, for up to $500,000 of its Operations Period Funding, with reasonable increases subject to Court approval, and such funding will be repaid from (a) the Debtor's unencumbered cash, (b) a reduction in the purchase price of no more than the Escrowed Funds, or (c) the Escrowed Funds, provided however, that such claim does not extend to or include the $200,000 of the Purchase Price allocated to the covenant of non-competition. Up to $500,000 of actual amounts funded by Purchaser as Required Capital Expenditures Funding will be secured by a senior, priming lien as to all Real Property, save and except Part of Lot 13 & 14 of the Magnolia Plantation Survey located in Part of Section 20, Township 15 North, Range 3 East, Warren County, Mississippi, but such lien will be waived upon the successful Closing of the Sale to Purchaser. The amount of the priming lien granted will be calculated as follows: (a) 100% of the first $250,000 of such funding, but only (b) 50% of the subsequent $250,000 of such funding until such time as MDEQ certifies the completion of Cell 1-4(C) insofar it such Cell 1-4(C) can receive "out-of-bounds waste," at which time the percentage will increase to 100%. The Breakup Fee is approved by the Court in the amount of $300,000, rather than the 5% sought by the Debtor and the Purchaser. The automatic stay pursuant to Bankruptcy Code section 362 is modified, lifted, and annulled with respect to the Debtor and the Purchaser to the extent necessary, without further order of the Court, to (a) allow the Purchaser to deliver any notice provided for in the Agreement, and (b) allow the Purchaser to take any and all actions permitted under the Agreement or the Order. A copy of the Agreement is available at https://tinyurl.com/y6etkyhp from PacerMonitor.com free of charge. 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. ROCHESTER DRUG: Sept. 23 Auction of Settled Antitrust Suit Claims ----------------------------------------------------------------- Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York authorized Rochester Drug Co-Operative, Inc.'s proposed bidding procedures in connection with the sale of settled putative consolidated class action antitrust litigation claims to AF Recovery, LLC for $2.375 million, subject to the terms of their Purchase and Sale Agreements dated as of Aug. 11, 2020, subject to higher and better offers. The Purchaser is designated as the stalking horse bidder for the Settled Claims, the Purchase Agreement is deemed a Qualified Bid for the Settled Claims, and the Purchaser is deemed a Qualified Bidder for the Settled Claims. In the event of a competing Qualified Bid for the Settled Claims, the Purchaser will be permitted, but not obligated, to submit overbids and will be entitled to credit bid the value of the Break-Up Fee in any such overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 18, 2020 at 4:00 p.m. (ET) b. Initial Bid: Includes a cash only purchase price for the Settled Claims that exceeds the $2.375 million Stalking Horse Bid by the amount of $100,000 ((a) the Break-Up Fee ($50,000), plus (b) $50,000, as set forth in detail in the Purchase Agreement c. Deposit: 10% of the Qualified Bidder's proposed Purchase Price d. Auction: If more than one Qualified Bid for the Settled Claims is timely received by the Debtor in accordance with the Bidding Procedures, the Auction will take place telephonically on Sept. 23, 2020 at 10:00 a.m. (ET), or on such other date and time as the Debtor will notify all Qualified Bidders and other invitees. e. Bid Increments: $50,000 f. Sale Hearing: Oct. 2, 2020 at 11:00 a.m. (ET) g. Sale Objection Deadline: Sept. 29, 2020 at 4:00 p.m. (ET) h. Break-Up Fee: $50,000 The Notice of Auction and Sale Hearing is approved. Three business days after entry of the Bidding Procedures Order, the Debtor will cause (a) a copy of the Notice of Auction and Sale Hearing, and (b) a copy of the Bidding Procedures Order, with Exhibits, upon all the Notice Parties. Subject to the terms of any final order authorizing the Debtor to use cash collateral in the Chapter 11 Case, the Debtor is authorized to take such steps and incur and pay such expenditures as may be necessary or appropriate to effectuate the terms of the Bidding Procedures Order. The stay provided for in Bankruptcy Rule 6004(h) is waived and the Bidding Procedures Order will be effective immediately upon its entry. A copy of the Bidding Procedures, the Notices, and the APA is available at https://tinyurl.com/y4xwfakv from PacerMonitor.com free of charge. About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc. is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC as the claims and noticing agent. ROSEGARDEN HEALTH: Trustee Selling Assets to Waterbury for $8.1K ---------------------------------------------------------------- Jon P. Newton, the duly appointed Chapter 11 Trustee for the jointly administered estates of The Rosegarden Health and Rehabilitation Center, LLC and Bridgeport Health Care Center, Inc., asks the U.S. Bankruptcy Court for the District of Connecticut to authorize the sale of the supplies, equipment and furniture listed on Exhibit A, to Waterbury Gardens Nursing and Rehab, LLC for $8,084, free and clear of liens, claims, charges and encumbrances. The Trustee, in accordance with the Bridgeport Health Closure Order, has been winding down the business operations of Bridgeport Health. As part of that wind-down, he rejected the pre-petition lease entered into by Bridgeport Health, as tenant, and Bridgeport Health Care Realty Co. ("BHCR"), as landlord, and subsequently surrendered the Bridgeport facilities to BHCR. In connection with the rejection of that lease, the Trustee, with the assistance of his COO, negotiated the terms and conditions of a Temporary Use License, the purpose of which was to provide a new location for Bridgeport Health. The new location was 470 Wheelers Farm Road, Milford, Connecticut. The Trustee obtained Court authority to enter into the License Agreement, and the operations of Bridgeport Health were moved from Bridgeport to Milford. The License Agreement is scheduled to expire on Aug. 21, 2020. The Trustee is preparing to vacate the Milford space by that date. Bridgeport Health owns the Property. The Property is located at Bridgeport Health's current location in Milford, Connecticut. The Trustee, through his staff, values the Property, in the aggregate, at $8,084, as reflected on Exhibit A, with supplies estimated at 50% of replacement cost, and equipment and furniture estimated at 20% of replacement cost. With respect to the supplies, a 50% figure was used because there are no warranties, and the supplies are essentially an incongruous collection of odds and ends. Some of the replacement toner and drums are nearing their expiration dates. With respect to the equipment and furniture, which are all secondhand, a 20% figure was used as the secondhand market for office furnishings appears to be a buyers' market due to pandemic closures and downsizing. Also, the condition of these items varies signiﬁcantly. With the Bridgeport Health Closure Order and the planned surrendering of the Milford space, the Trustee no longer needs any of the Property. Accordingly, the Trustee, along with his COO, considered the available options in disposing of the Property. Toward that end, the Trustee's COO contacted Timothy J. Coburn, in his capacity as the State Court appointed receiver of a nursing home known as Waterbury Gardens Nursing and Rehab, LLC of Waterbury, CT, doing business as Waterbury Gardens Nursing and Rehab, thinking that the Receiver may well have use for the Property at Waterbury Gardens. This belief was premised, in large part, because the Property came from a skilled nursing facility, and would likely be of interest to another such facility; and the sale of all of the Property to a single buyer could well save money for Bridgeport Health and its estate. Waterbury Gardens is currently the subject of a receivership in the Superior Court for the State of Connecticut, Judicial District of Hartford, docket number HHD-CV-19-6110528. The COO shared the estimated value of the Property with the Receiver, who indicated his willingness to purchase the Property, as he could indeed utilize much of the Property in conducting business at Waterbury Gardens. Upon hearing of the communications between the COO and the Receiver, and the Receiver's willingness to pay fair value for the Property, the Trustee concluded that a proposed sale of the Property to the Receiver made good business sense. The Trustee has filed separate motio asking Court authority to sell the Property to Waterbury Gardens, acting through the Receiver, outside the ordinary course of business, for the purchase price of $8,084, subject to the following. Certain of Bridgeport Health's employees (not the COO), have expressed an interest in a few items of the Property at the listed prices (e.g., round folding tables and two of the mini-refrigerators). It is the Trustee's intention to sell such desired items to the employees at the prices listed, with the Receiver purchasing the balance for WaterburyGardens. The Receiver consents to the approach. According to a recently conducted UCC search in the State of Connecticut, several entities may claim a lien, and security interest, in Bridgeport Health's personal property. Such entities include the following: People's; the State of Connecticut Department of Labor; the Internal Revenue Service; Butterworth and Scheck, Inc.; Supersonic Funding; Liberty Bank; and Corporation Service Co., as Representative Agent. In addition, the Bridgeport Tax Collector may claim a lien as well, as may the State of Connecticut Department of Revenue Services. By the Motion, the Trustee asks an order of the Court authorizing him to sell the Property to Waterbury Gardens, through the Receiver (though with some items being sold to employees), free and clear of all Liens. A copy of the Exhibit A is available at https://tinyurl.com/y3helrge from PacerMonitor.com free of charge. About The Rosegarden Health and Rehabilitation Center LLC Located in Waterbury, Connecticut, Bridgeport Health Care Center and The Rosegarden Health and Rehabilitation Center LLC -- http://www.bridgeporthealthcarecenter.com/-- provide long and short-term nursing care and rehabilitation services. Bridgeport offers nursing care, Alzheimer's care, rehab/physical therapy, wound care, dietary, respite care, and hospice care. Rosegarden services include 24-hour nursing care, APRN on Staff, short-term/long-term rehab, physical therapy, speech therapy, occupational therapy, IV therapy/medical/incontinence management, CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services, respiratory care, among others. Bridgeport Health Care and Rosegarden sought Chapter 11 protection (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on April 18, 2018. In the petitions signed by their chief financial officer, Chaim Stern, Bridgeport estimated assets and liabilities of less than $50 million, and Rosegarden Health estimated assets and liabilities of less than $10 million. The Hon. Julie A. Manning is the case judge. Richard L. Campbell, Esq., at White and Williams LLP, serves as the Debtors' counsel. William K. Harrington, the United States Trustee for Region 2, appointed Joseph J. Tomaino as patient care ombudsman in the cases. The PCO hired Barbara H. Katz, as counsel. Jon Newton was appointed Chapter 11 trustee for the Debtors. The Trustee is represented by Reid and Riege, P.C. RVT INC: Has Until Nov. 30 to File Plan & Disclosures ----------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California, Riverside Division, has entered an order within which the deadline for debtor RVT, Inc., to file a plan and disclosure statement is extended to and including Nov. 30, 2020. A full-text copy of the order dated July 28, 2020, is available at https://tinyurl.com/yxgx8u5l from PacerMonitor.com at no charge. The Debtor is represented by: OAK TREE LAW Julie J. Villalobos, Esq. Larry Fieselman, Esq. 10900 183rd Street, Suite 270 Cerritos, CA 90703 Telephone: (562)741-3938 Facsimile: (888)408-2210 E-mail: Julie@oaktreelaw.com Larry@oaktreelaw.com About RVT Inc. Based in Fontana, California, RVT Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-17552) on Aug. 28, 2019, listing under $1 million in both assets and liabilities. The Hon. Mark S. Wallace is the case judge. OAKTREE LAW represents the Debtor. SANAM CONYERS: Covington's Plan to be Funded by Continued Operation ------------------------------------------------------------------- Covington Lodging, Inc., formerly doing business as America's Best Value Inn, and currently doing business as OYO Hotel Covington, a Debtor Affiliate of Sanam Conyers, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Divisiion, a Disclosure Statement for Plan of Reorganization dated July 30, 2020. Class C are the general unsecured claims of less than $1,000, which will be paid in full on the Effective Date. Class D are the remaining general unsecured claims, which will be paid in full. Initially, a fund of $2,000 per month will be distributed pro-rata to claimants, but after Class A priority claims are paid, distributions will increase to $4,000.00 per month. There remains pending before the Court an Adversary Proceeding against Western World Insurance for claims arising from the water damage to the Hotel. If there is a recovery from this Adversary proceeding, the net recovery will be applied to first to pay the balance of any outstanding Class A priority claims, and then applied toward the payment of Class D General Unsecured Claims. Class F Equity Security Interests will retain their equity interests, but will not be entitled to receive any distributions or payments until all Plan payments to all senior classes of unsecured creditors have been paid in full. The Plan will be funded from income earned in the operation of the Hotel. Post confirmation management of Debtor will remain the same as current management and compensation of such management will remain the same as currently established until the Plan has been fully funded. A full-text copy of the disclosure statement dated July 30, 2020, is available at https://tinyurl.com/y6spg5ze from PacerMonitor at no charge. Attorneys for Debtor: Danowitz Legal, PC 300 Galleria Parkway, Suite 960 Atlanta, GA 30339 Tel: 770-933-0960 About Janam Madison Janam Madison owns and operates a single hotel located at 1972 Eaton Rd. Madison, GA 30650 d/b/a Red Roof Inn and Suites which was purchased in February 2016 for $1,850,000. The Hotel has 56 guest rooms. At the time the Hotel was acquired, Sunita Patel contributed approximately $300,000 and financed the balance of the purchase through loans with NOA Bank and the U.S. Small Business Administration. Equity interests are held by Sunita Patel, having 80 membership units, and Galaxy Management, having 20 membership units. Galaxy Management, LLC, in turn, is owned 100% by Sunita Patel. Janam Madison Lodging, Inc., along with related debtor entities, filed a Chapter 11 petition on March 26, 2019 in the U.S. Bankruptcy Court for the Northern District of Georgia. Their cases are jointly administered In re Sanam Conyers Lodging, LLC (Bankr. Lead Case No. 19-54798). Judge Wendy L. Hagenau oversees the cases. Danowitz Legal, PC, is the Debtors' counsel. SEMBLANCE MEDSPA: Seeks to Hire Nolan Heller as Counsel ------------------------------------------------------- Semblance Medspa, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Nolan Heller Kauffman LLP, as counsel to the Debtor. Semblance Medspa requires Nolan Heller to: a. give the Debtor legal advice with respect to its powers and duties as debtor in possession of the continued operation of the business and management of its property; b. prepare on the behalf of the Debtor in possession in necessary applications, answers, reports, orders, disclosure statement and plan, and other legal papers; c. represent the Debtor in litigations; d. represent the Debtor in various transactional and other legal matters as may be required or desirable; and e. perform all legal services for the Debtor as may be necessary herein. Nolan Heller will be paid at these hourly rates: Partners $350 Associates $285 to $330 The Debtor paid Nolan Heller a retainer in the amount of $15,000, plus $1,717 filing fee. Nolan Heller will also be reimbursed for reasonable out-of-pocket expenses incurred. Justin A. Heller, a partner of Nolan Heller Kauffman LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nolan Heller can be reached at: Justin A. Heller, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, NY 12207 Tel: (518) 449-3300 E-mail: jheller@nhkllp.com About Semblance Medspa Semblance Medspa LLC provides medical spa services in Albany, New York. It offers body sculpting & contouring, skin tightening, injectables, laser skin rejuvination, aesthetic treatments, PRP treatments, laser hair removal, laser vein treatment, skin care products, and IV hydration. Semblance Medspa LLC, based in Albany, NY, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 20-11110) on Aug. 19, 2020. The Hon. Robert E. Littlefield Jr. presides over the case. In the petition signed by Farah Sajid, owner, the Debtor disclosed $462,553 in assets and $1,551,854 in liabilities. NOLAN HELLER KAUFFMAN LLP, serves as bankruptcy counsel to the Debtor. SHARING ECONOMY: Incurs $676,642 Net Loss in First Quarter ---------------------------------------------------------- Sharing Economy International Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $676,642 on $26,447 of revenues for the three months ended March 31, 2020, compared to a net loss of $24.92 million on $3,789 of revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $5.10 million in total assets, $14.02 million in total liabilities, and a total stockholders' deficit of $8.92 million. The net cash used in operations were approximately $365,392 for the three months ended March 31, 2020. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for twelve months from Aug. 31, 2020 (the date of this report). The Company may seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from bank loans, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. Management believes that these matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/819926/000121390020024480/f10q0320_sharingeconomy.htm About Sharing Economy Hong Kong-based Sharing Economy International Inc. is engaged in the design, manufacture and distribution of a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry. The Company's products feature a high degree of both automation and mechanical-electrical integration. Its products are used in dyeing yarns such as pure cotton, cotton-polyester, terylene, polyester wool, poly-acrylic fiber, nylon, cotton ramie, and wool yarn. The Company reported a net loss of $27.51 million for the year ended Dec. 31, 2019, compared to a net loss of $42.96 million for the year ended Dec. 31, 2018. Audit Alliance LLP, in Singapore, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 24, 2020, citing that the Company's minimal activities raise substantial doubt about its ability to continue as a going concern. SIMPLY ESSENTIALS: Hires Wandro & Associates as Special Counsel --------------------------------------------------------------- Simply Essentials, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Wandro & Associates, Inc. as its special counsel. Wandro & Associates will represent Debtor in matters relating to its involuntary Chapter 7 filing in the U.S. Bankruptcy Court for the Northern District of Iowa. The Chapter 7 petition was filed by a group of creditors including Pop's Poultry Farm, LLC. Debtor will pay the firm on an hourly basis. Terry Gibson, Esq., at Wandro & Associates, disclosed in court filings that the firm does not hold interests adverse to Debtor and is a disinterested person within the meaning of Section 327 of the Bankruptcy Code. The firm can be reached through: Terry Gibson, Esq. Wandro & Associates, Inc. 2501 Grand Ave. B Des Moines, IA 50312 Phone: 515.281.1475 Email: tgibson@2501grand.com About Simply Essentials LLC Simply Essentials, LLC, a company that owns and operates a chicken processing plant, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-12633) on Aug. 10, 2020. The petition was signed by David B. Pitman, secretary of Pitman Farms, Inc., sole member and manager. At the time of the filing, Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Rene Lastreto II oversees the case. Wanger Jones Helsley PC serves as Debtor's legal counsel. SIMPLY ESSENTIALS: Seeks to Hire Wanger Jones as Bankruptcy Counsel ------------------------------------------------------------------- Simply Essentials, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Wanger Jones Helsley, PC as its bankruptcy counsel. The firm will assist Debtor in negotiations and in the preparation of a bankruptcy plan and will provide other legal services in connection with its Chapter 11 case. The firm's billing rates range from $180 to $595 per hour. Its paralegals and law clerks have billing rates ranging from $125 to $180 per hour. Riley Walter, Esq., at Wanger Jones, disclosed in court filings that the firm does not hold interests adverse to Debtor and is a disinterested person within the meaning of Section 327 of the Bankruptcy Code. The firm can be reached through: Riley C. Walter, Esq. Wanger Jones Helsley PC 265 E. River Park Circle, Suite 310 Fresno, CA 93720 Phone: (559) 233-4800 Email: rwalter@wjhattorneys.com About Simply Essentials LLC Simply Essentials, LLC, a company that owns and operates a chicken processing plant, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-12633) on Aug. 10, 2020. The petition was signed by David B. Pitman, secretary of Pitman Farms, Inc., sole member and manager. At the time of the filing, Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Rene Lastreto II oversees the case. Wanger Jones Helsley PC serves as Debtor's legal counsel. SN TEAM: Seeks to Hire Timothy Thomas as Counsel ------------------------------------------------ SN Team LLC has filed a supplemental application with the U.S. Bankruptcy Court for the District of Nevada seeking approval to hire Timothy Thomas, LLC. Timothy Thomas, LLC substituted Andersen Law Firm, Ltd. into the case as Debtor’s counsel on July 21, 2020, signed by the Debtor and Andersen Law Firm. On July 27, 2020, the Court signed the Order on the substitution. The Debtor requires legal advice regarding negotiations with creditors, creation of a plan of reorganization, protection of the Debtor's rights, analysis of asset valuation, analysis of claims and objections to the claims filed against the Debtor, analysis of the claims held by the Debtor, and proper performance under its duties under the Bankruptcy Code, the Bankruptcy Rules and the United States Trustee guidelines. Timothy Thomas 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. Prior to the filing of the Chapter 11 case, the firm received a pre-petition retainer if $7,000. Timothy Thomas, Esq., 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. Timothy Thomas can be reached at: Timothy P. Thomas, Esq. Law Office of Timothy Thomas, LLC 1771 E. Flamingo Rd. B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 E-mail: tthomas@tthomaslaw.com About SN Team LLC SN Team LLC is a Nevada limited liability company with principal place of business in Clark County, Las Vegas. SN Team filed a Chapter 11 petition (Bankr. D. Nev. Case No. 20-10812) on Feb. 13, 2020. Judge August B. Landis oversees the case. In the petition signed by Wendy J. Merrill, managing member, the Debtor was estimated to have between $500,000 and $1,000,000 in assets, and between $100,000 and $500,000 in liabilities. Andersen Law Firm, Ltd., represents the Debtor. SUNEX INTERNATIONAL: Sept. 10 Plan Confirmation Hearing Set ----------------------------------------------------------- On July 16, 2020, the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, conducted a hearing to consider approval of the Disclosure Statement for Plan of Liquidation of Debtor Sunex International, Inc. On July 28, 2020, Judge Paul G. Hyman, Jr. approved the Disclosure Statement and ordered that: * Sept. 10, 2020 at 10:00 a.m. in the United States Bankruptcy Court, United States Courthouse, 299 E. Broward Boulevard, Courtroom 301, Fort Lauderdale, Florida 33301 is the hearing to consider confirmation of the Plan. * Aug. 19, 2020 is the last day for filing and serving fee applications. * Aug. 26, 2020 is the last day for filing and serving objections to confirmation of the Plan. * Aug. 26, 2020 is the last day for filing a ballot accepting or rejecting the Plan. A copy of the order dated July 28, 2020, is available at https://tinyurl.com/yxfuyx3v from PacerMonitor at no charge. The Debtor is represented by: Michael D. Seese, Esq. 101 N.E. 3rd Avenue, Suite 1270 Ft. Lauderdale, FL 33301 Tel. (954) 745-5897 About Sunex International Founded in 1985, Sunex International --http://www.sunexintl.com/-- is a supplier of architectural products and complete turn-key building materials for builders, architects, and designers throughout the Caribbean and South Florida. Pompano Beach, Fla.-based Sunex International, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April 3, 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. Judge Raymond B. Ray oversees the case. Michael D. Seese, Esq., at Seese P.A., is the Debtor's bankruptcy counsel. THOMPSON NATIONAL: Unsecureds Creditors to Receive $25K per Year ---------------------------------------------------------------- Thompson National Properties, LLC, filed a First Amended Disclosure Statement describing its First Amended Chapter 11 Plan dated July 30, 2020. Class 3-A General Unsecured Claims Against the Debtor, excluding the General Unsecured Claim of the Cohen Parties under the Cohen Judgment, total approximately $1,667,016. After payment of ongoing operating expenses, Administrative Expenses, and Priority Tax Claims, Class 3-A will share with Class 3-B in the Pro Rate Share of the unencumbered cash on hand and unencumbered funds to be received from the Funding Entities and/or Post-Confirmation Estate Claims. The Liquidating Trustee will make interim pro rata share distributions of cash to holders of allowed claims at least once each calendar year provided there is at least $25,000 available for distribution. The Cohen Parties have no perfected lien against assets of the Estate and so their Claim has been classified as and will receive treatment as a Class 3-B General Unsecured Claim. Class 3-B shall share with Class 3-A in the Pro Rata Share of the unencumbered cash on hand and unencumbered funds to be received from the Funding Entities and/or Post-Confirmation Estate Claims if payment of ongoing operating expenses, Administrative Expenses, and Priority Tax Claims. The Liquidating Trustee shall make interim Pro Rata Share Distributions of Cash to holders of Allowed Claims at least once each calendar year provided there is at least $25,000 available for Distribution. The total of Class 3-A and Class 3-B Claims is $6,763,828. Although initially there may not be funds available for distribution to General Unsecured Claims from the Funding Entities, there may be funds available from the pursuit of Causes of Action. In addition, once the Debtor's tax returns are filed, the Priority Tax Claim of the Internal Revenue may be reduced as the Proof of Claim filed by the Internal Revenue Service (Claim 51) includes estimated taxes of over $25,000. A full-text copy of the First Amended Disclosure and Plan dated July 30, 2020, is available at https://tinyurl.com/y3uhypx4 from PacerMonitor.com at no charge. Counsel for the Debtor: Leonard M. Shulman SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 E=mail: lshulman@shulmanbastian.com About Thompson National Properties Thompson National Properties LLC -- http://www.tnpre.com/-- is a real estate advisory company, specializing in acquisitions for high net worth investors and their joint venture partners, along with 3rd party property management, asset management and receivership advisory services. Headquartered in Costa Mesa, California, TNP was founded in April 2008 and has three regional offices. As of August 16, 2013, TNP manages a portfolio of 106 commercial properties, in 24 states, totaling approximately 11.02 million square feet, on behalf of over 6,000 investor/owners/lenders with an overall purchase value of $1.2 billion. TNP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13728) on Sept. 26, 2019. The case is assigned to Judge Scott C Clarkson. In the petition signed by CEO Anthony W. Thompson, the Debtor had $983,766 in assets and $12,990,235 in debt. Leonard M. Shulman, Esq., at Shulman Hodges & Bastian, LLP, is the Debtor's counsel. TIME DEFINITE: SBA Says PPP Loan Excluded From Plan --------------------------------------------------- The United States of America, on behalf of the U.S. Small Business Administration ("SBA"), objects to the Second Joint Disclosure Statement and Fourth Amended Chapter 11 Plan of Reorganization of debtors Time Definite Services, Inc.'s and Time Definite Leasing, LLC. The United States claims that the Second Disclosure Statement fails to disclose that the Debtor obtained a PPP Loan and such information is necessary for a hypothetical investor to make an informed decision about whether to accept or reject the Fourth Amended Plan. The United States asserts that the Court should deny confirmation under 11 U.S.C. Sec. 1129(a)(2) because the Second Disclosure Statement fails to provide adequate information as required by 11 U.S.C. Sec. 1125(b), and the Debtor failed to provide adequate notice to the SBA and Lender. The United States further asserts that the SBA acted well within Congress' delegation of authority when it excluded debtors in bankruptcy from the PPP. The United States points out that the Lender likely would not have approved the Loan to the Debtor had it known about the Debtor’s pending bankruptcy, the Lender could have ensured that the Debtor sought the Court’s approval first and obtained an administrative expense claim under § 364(b) or (c). The United States says that because the Debtor obtained the PPP loan through a misrepresentation on its bankruptcy status on its PPP Application, the PPP Loan should be excepted from discharge under section 523(a)(2)(B) as incorporated into section 1141(d)(6). A full-text copy of the United States' objection to plan and disclosure dated July 28, 2020, is available at https://tinyurl.com/y2jllopw from PacerMonitor.com at no charge. About Time Definite Services Time Definite Services, Inc., is a provider of refrigerated trucking and individualized logistics. Its affiliate Time Definite Leasing LLC provides truck renting and leasing services. Time Definite Services and Time Definite Leasing filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-06564) on July 12, 2019. In the petition signed by Michael Suarez, president, Time Definite Services disclosed $21,898,781 in assets and $22,555,177 in liabilities. Judge Michael G. Williamson oversees the case. Buddy D. Ford, P.A. is the Debtors' counsel. TONOPAH SOLAR: Unsecured Creditors to Have 100% Recovery in Plan ---------------------------------------------------------------- Tonopah Solar Energy, LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Chapter 11 Plan dated July 30, 2020. The Plan and this Disclosure Statement are the result of months of extensive and vigorous negotiations among the Debtor, the U.S. Department of Energy (“DOE”), the U.S. Department of Justice (“DOJ”) and ACS Servicios Comunicaciones y Energía S.L. (“ACS”), Cobra Thermosolar Plants, Inc. (“CPI”) and Cobra Energy Investment, LLC (“CEI”, and together with ACS and CPI, “Cobra”). The culmination of these negotiations was entry into the Restructuring Support Agreement, upon which the Plan is premised, by and among the Debtor and Cobra. The Restructuring Support Agreement provides for the restructuring of the Debtor through the filing of the chapter 11 case with the Bankruptcy Court and the confirmation of the Plan. The Debtor firmly believes the Restructuring Support Agreement puts the Debtor on firm footing to prosecute the chapter 11 case expeditiously to conclusion. The Plan contemplates a restructuring that provides for, among other things: (a) a $200 million cash payment, plus potential deferred payments pursuant to the terms of a $100 million contingent note to be guaranteed by ACS, to the DOE, acting through the Secretary of Energy on the Effective Date of the Plan, with Cobra funding the Debtor’s obligations under the Plan through new debt financing and an equity contribution to be provided on the Effective Date; (b) mutual releases by the Debtor, Cobra, and the DOE of all Claims on the terms set forth in the Plan; (c) Cobra or an affiliate thereof to own 100% of the Company as one of the conditions of and upon the Effective Date; and (d) the unimpairment of all other Claims. As a result of the restructuring, the Debtor will emerge from bankruptcy with a significantly deleveraged balance sheet and free of costly, uncertain and timeconsuming litigations with Cobra. Class 4 General Unsecured Claims are unimpaired -- 100% projected recovery. Each holder of an Allowed General Unsecured Claim shall receive treatment that leaves unaltered the legal, equitable, or contractual rights to which the holder of such Allowed General Unsecured Claim is entitled; or otherwise leaves such Allowed General Unsecured Claim unimpaired. Class 5 Existing Interests will be discharged, cancelled, released and extinguished, and holders thereof shall not receive or retain any distribution under the Plan on account of such Existing Interests. The Debtor shall continue to exist after the Effective Date as Reorganized TSE in accordance with the laws of the State of Delaware and pursuant to the Amended Constituent Documents for the purposes of satisfying its obligations under the Plan and the continuation of its business. On or after the Effective Date, Reorganized TSE, in its discretion, may take such action as permitted by applicable law and the Amended Constituent Documents as Reorganized TSE may determine is reasonable and appropriate. In consideration for Cobra's commitments and undertakings under the Plan, the New Common Units shall be issued on the Effective Date and distributed to Cobra on the Effective Date or as soon as practicable thereafter, in accordance with the Plan and the terms of the Amended Constituent Documents. All of the New Common Units issuable in accordance with the Plan, when issued, shall be duly authorized, validly issued, fully paid, and non-assessable. The issuance of the New Common Units is authorized without the need for any further limited liability company, or other similar action and without any further action by any holder of an Allowed Claim or Interest. For purposes of the Plan, the New Common Units shall have an aggregate deemed value equal to $100 million. Such deemed value is equal to the amount that will be drawn by DOE on the Cobra Backstop Letter of Credit pursuant to Section 5.3 of the Plan less the $100 million term loan component of the Exit Credit Facility. A full-text copy of the Disclosure Statement dated July 30, 2020, is available at https://tinyurl.com/y2eswc6z from PacerMonitor at no charge. About Tonopah Solar Energy Tonopah Solar Energy, LLC owns and operates a net 110-megawatt concentrated solar energy power plant located near Tonopah in Nye County, Nevada. The Power Plant is also known as the Crescent Dunes Solar Energy Project. The Project is the first utility-scale concentrated solar power plant in the United States to be fully integrated with energy storage technology. The Power Plant uses solar power technology to concentrate and convert sunlight into heat energy, which is stored and converted, through a series of heat exchangers, to generate high-pressure steam. Tonopah Solar Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-11884) on July 30, 2020. The Hon. Karen B. Owens oversees the case. At the time of filing, the Debtor was estimated to have $500 million to $1 billion in assets and $100 million to $500 million in liabilities. The Debtor tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and WILLKIE FARR & GALLAGHER LLP as counsel. VIDANGEL INC: Trustee Hires Expert Witness in Warner Bros. Suit --------------------------------------------------------------- George Hofmann, the Chapter 11 trustee for Vidangel, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire John O'Connor of O'Connor and Associates as an expert witness in a litigation involving Warner Bros. Entertainment Inc. and six other film studios. The trustee needs assistance of an expert to review the motion for attorneys' fees filed by the creditors in the U.S. District Court for the Central District of California (Case No. 16-cv-04109) and provide an expert opinion in case he objects to the request. The rate for Mr. O'Connor's services is $545 per hour while the rate for the firm's associates who may also provide services is $395 per hour. Mr. O'Connor disclosed in court filings that the firm and its members and employers are "disinterested persons." O'Connor and Associates can be reached through: John D. O'Connor O'Connor and Associates 201 Mission Street, Suite 710 San Francisco, CA 94105 Phone: 415-693-9960 Fax: 415-692-6537 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, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson oversees the case. Debtor has tapped Parsons Behle & Latimer as its bankruptcy counsel; Durham Jones & Pinegar, Baker Marquart LLP, and Stris & Maher LLP as special counsel; Call & Jensen, P.C. as special counsel; and Tanner LLC as auditor and advisor. Analysis Group, Inc. is Debtor's economic consulting expert. George Hofmann is the Chapter 11 trustee appointed in Debtor's bankruptcy case. The trustee has tapped Cohne Kinghon, P.C. as his bankruptcy counsel, Berkeley Research Group as valuation advisor, and Hashimoto Forensic Accounting, LLC as accountant and financial advisors. Call & Jensen, P.C., TraskBritt P.C., Magleby Cataxinos & Greenwood P.C., and Kaplan, Voekler, Cunningham & Frank, PLC serve as special counsel for the bankruptcy trustee. On Sept. 4, 2020, Judge Kevin R. Anderson confirmed the Chapter 11 plan of reorganization proposed by Disney Enterprises, Inc. and other creditors for Debtor. VIDANGEL INC: Trustee Taps Scalar LLC as Stock Valuation Advisor ---------------------------------------------------------------- George Hofmann, the Chapter 11 trustee for Vidangel, Inc., received approval from the U.S. Bankruptcy Court for the District of Utah to hire Scalar, LLC as his stock valuation advisor. The firm's services will include: a. assistance in the valuation of Debtor's stock for issuing deferred compensation in compliance with IRC Section 409A and ASC 718; and b. conducting a valuation of Debtor's stock on a fair market basis. The firm will receive a flat fee of $3,000. Matt Tillotson of Scalar, LLC disclosed in court filings that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matt Tillotson Scalar, LLC 874 E Pioneer Road Draper, UT 84020 Phone: 801-361-9384 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, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson oversees the case. Debtor has tapped Parsons Behle & Latimer as its bankruptcy counsel; Durham Jones & Pinegar, Baker Marquart LLP, and Stris & Maher LLP as special counsel; Call & Jensen, P.C. as special counsel; and Tanner LLC as auditor and advisor. Analysis Group, Inc. is Debtor's economic consulting expert. George Hofmann is the Chapter 11 trustee appointed in Debtor's bankruptcy case. The trustee has tapped Cohne Kinghon, P.C. as his bankruptcy counsel, Berkeley Research Group as valuation advisor, and Hashimoto Forensic Accounting, LLC as accountant and financial advisors. Call & Jensen, P.C., TraskBritt P.C., Magleby Cataxinos & Greenwood P.C., and Kaplan, Voekler, Cunningham & Frank, PLC serve as special counsel for the bankruptcy trustee. On Sept. 4, 2020, Judge Kevin R. Anderson confirmed the Chapter 11 plan of reorganization proposed by Disney Enterprises, Inc. and other creditors for Debtor. WRW INC: Seeks to Hire C. Scott Kirk as Legal Counsel ----------------------------------------------------- WRW, Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire C. Scott Kirk, Attorney at Law, PLLC as its legal counsel. The firm will assist Debtor in the preparation of a plan of reorganization and will provide other legal services in connection with its Chapter 11 case. The firm's services will be provided mainly by C. Scott Kirk, Esq., who will be paid at the rate of $300 per hour. Paralegal services will be billed at the rate of $100 per hour. Mr. Kirk disclosed in court filings that he and his firm neither represent nor hold any adverse interest to Debtor and its bankruptcy estate. The firm can be reached through: C. Scott Kirk, Esq. C. Scott Kirk, Attorney at Law, PLLC 1025C Director Court Greenville, NC 27858 Phone: (252) 689-6249 Email: scott@csklawoffice.com About WRW Inc. WRW, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02833) on Aug. 14, 2020. At the time of the filing, Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Joseph N. Callaway oversees the case. C. Scott Kirk, Attorney at Law, PLLC is Debtor's legal counsel. WRW INC: Seeks to Hire Greg W. Isley, CPA as Accountant ------------------------------------------------------- WRW, Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Greg W. Isley, CPA, PA as its accountant. The firm's services will include the preparation of Debtor's federal and state tax returns and bookkeeping records for 2019. The services will be provided mainly by Greg Isley, a certified public accountant, who will be paid at the hourly rate of $250. Accounting and support services will be billed at the rate of $125 per hour. Mr. Isley disclosed in court filings that he and his firm neither represent nor hold any interest adverse to Debtor and its bankruptcy estate. The firm can be reached through: Greg W. Isley, CPA Greg W. Isley, CPA, PA 9205 Baileywick Rd., Suite 101 Raleigh, NC 27615 Phone: +1 919-676-1998 About WRW Inc. WRW, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02833) on Aug. 14, 2020. At the time of the filing, Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Joseph N. Callaway oversees the case. C. Scott Kirk, Attorney at Law, PLLC is Debtor's legal counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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