/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161123.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, November 23, 2016, Vol. 20, No. 327 Headlines 1250 OCEANSIDE: Grant of Lender's Summary Judgment Bid Recommended 3324 N. CLARK: Hires Wexler as Special Counsel 344 SOUTH STREET: Unsecureds' Payment to Start Dec. 2016 36 WEST 38TH: Hires Cushman & Wakefield as Real Estate Advisor 435 ANN STREET: Court Approves Disclosure Statement 531 TUNXIS HILL: Plan Confirmation Hearing on Dec. 20 925 N. DAMEN: Hires Wexler as Special Counsel A.H. COOMDS: Hires Cohne Kinghorn as Special Counsel ACCURIDE CORP: S&P Raises CCR to 'B', Off CreditWatch Positive ALICIA BEARD: Disclosures OK'd; Plan Confirmation Hearing on Jan. 5 AMERICAN APPAREL: Taps Prime Clerk as Claims and Noticing Agent ANATOLY DERIN: Disclosures Okayed, Plan Hearing on Dec. 13 ARMATO PAVING: Selling Assets to Pay U.S. Bank in Full ARTURO E. BOBADILLA: Unsecureds To Get $200 for 20 Quarters ASCENT GROUP: Dec. 7 Hearing for PCO Appointment Set ASSOCIATED THIRD: Taps Levene Neale as Bankruptcy Counsel ATP OIL: Court Dismisses Intervenors' LOWLA Complaints AUTO TRANSPORT: Hires Andrew Moher as General Bankruptcy Counsel AUTO TRANSPORT: Names Timothy Kelley as Accountant AUTO TRANSPORT: Taps Erika Lopez as Bookkeeper AVENUE C TENANTS: Hires Barry Mallin as Real Estate Counsel AVENUE C TENANTS: Hires Damon CPAs as Accountants BANDERA POINTE: Hires Colglazier as Real Estate Broker BASIC ENERGY: Hires Andrews Kurth as Corporate Counsel BEAR CREEK PARTNERS: Can Use DOF IV REIT Cash Until Dec. 5 BETH MBURU: Unsecureds To Recoup 100% Over Four Years BIRCH COMMUNICATIONS: S&P Affirms 'B' CCR; Outlook Stable BMC MASONRY: Hires RJ Montgomery as Auctioneer BONNIE LEE MAES: Disclosures Okayed, Plan Hearing on Dec. 19 BOSS INVESTMENTS: Hires Kelly Warner as Counsel BPS US HOLDINGS: Hires Ordinary Course of Professionals BPS US HOLDINGS: Hires Prime Clerk as Administrative Agent BPS US HOLDINGS: Hires Young Conaway as Co-counsel BUMBLE BEE: Moody's Lowers CFR to B3 & Changes Outlook to Neg. C&J ENERGY: King & Spalding Representing Equity Security Holders C.H.I. OVERHEAD: S&P Lowers Rating on 1st-Lien Term Loan to 'B' C.H.I.R. CORPORATION: Court Prohibits Cash Collateral Use C.H.I.R. CORPORATION: Unsecured Creditors to Get 1% Under Plan CAESARS ENTERTAINMENT: Court Approves 1st Lien Notes Repayment Plan CARIBBEAN COMMERCIAL: Voluntary Chapter 11 Case Summary CDR STRAINERS: Hires Showalter as Special Litigation Counsel CERVANTES INC: Hearing on Plan Disclosures Set For Dec. 13 CHRISTOPHER LAMONT: Unsecureds to be Paid in Full Within 4 Months CJ HOLDING: Gardner Denver Buying Total E&S Assets for $17.5M COMMERCIAL FLOOR CARE: Selling SaniGLAZE Franchise for $37.5K CONSTELLATION ENTERPRISES: US Trustee Balks at Case Dismissal Bid CONTROL VALVE: Court Allows Cash Collateral Use on Final Basis COOK INVESTMENTS: Voluntary Chapter 11 Case Summary CORNERSTONE TOWER: Unsecureds To Get $23,256 Bi-annually For 7 Yrs. CORPORATE RISK: S&P Alters Outlook to Pos. on Kroll Ontrack Deal CUZCO DEVELOPMENT: May Avoid JCCHO Master Lease, Court Says CYCLE SHACK: Exit Plan Sets Aside $35K for Unsecured Creditors DANA HOLDING: Moody's Retains Ba3 CFR Over Brevini Group Deal DEDA ENTERPRISES: Ch.11 Trustee Hires Brunetti Rougeau as Counsel DESERT SPRINGS: Sale of Two Cathedral City Parcels Approved DETROIT PUBLIC SCHOOLS: Moody's Raises Issuer Rating to B2 DIRECT MEDIA: Voluntary Chapter 11 Case Summary EDWARD M. WILKE: Unsecureds To Recoup 0.005% Under Plan EDWIN GORDON BOND: Disclosures Okayed, Plan Hearing on Jan. 12 EIG MANAGEMENT: S&P Affirms 'BB+' ICR; Outlook Stable EIGHT MILE: Unsecureds To Recoup 3% Under Plan ELIZARDO CRUZ: Unsecureds To Recover 5% Under Plan ELOY LEAL: Court Approves Disclosure Statement EMPYREAN TOWERS: Hires Tony Ruch as Special Counsel EP ENERGY: S&P Lowers Rating on Priority-Lien Term Loan to 'B-' ESPRESSO DREAM: Selling Four New York Coffee Shop Assets for $230K EVERGREEN HEALTH: Hires Strobl & Sharp as Bankruptcy Counsel FELAHY LAW GROUP: Hearing on Plan Disclosures Approval on Dec. 15 FIRST PENTECOSTAL: Hires Matthews & Nulty as Accountant FLETCHER INTERNATIONAL: 2d Circ. Won't Vacate Trustee's Appointment GABEL LEASE: U.S. Trustee Forms 3-Member Committee GARRETT PROPERTIES: Disclosure Statement Hearing on Dec. 21 GEORGE RETOS: Disclosure Statement Hearing on Dec. 13 GERALD YEBOAH OMARI: Files Amended Disclosure Statement GOLFSMITH INT'L: Seeks Approval of Key Employee Retention Plan GOUVIS RESTAURANT: Case Summary & 12 Unsecured Creditors GRAND PANAMA: Hearing on Disclosure Statement Set For Dec. 15 GREENHUNTER RESOURCES: Wants Exclusivity Extended Thru Jan. 13 GULF COAST: Brannen Buying Miramar Beach Property for $430K HEATHER HILLS: Hires Johnson Pope as Counsel HECK INDUSTRIES: Mack Financial Services To Recoup 100% Under Plan HERCULES OFFSHORE: Plan Confirmation Order Entered HERCULES OFFSHORE: Unit Closes $65 Million Sale of Rigs HOCHHEIM PRAIRIE: S&P Affirms B+ Financial Strength Rating & ICR HUGHES CONTRACTING: Hires Philip Nizer as Labor Claims Counsel IMX ACQUISITION: Delays Filing of Q3 Financial Report IMX ACQUISITION: Nov. 29 Final Hearing on $8-Mil. Tannor DIP Loan INDRA HOLDINGS: Moody's Lowers CFR to Caa2; Outlook Stable INT'L SHIPHOLDING: Auction of Specialty Business Segment on Dec. 15 ISAM HIJAZI: Disclosures OK'd; Plan Confirmation Hearing on Jan. 4 JAMES A. CRIPE: Colfin MF5 Objects to Disclosure Statement JOHN CALADO: Disclosures Get Prelim. OK; Plan Hearing on Dec. 20 JOHN LEWIS BLEWETT: Unsecureds To Recover 25% Under Plan JOSEPH KOKROKO: Disclosures OK'd; Plan Hearing on Jan. 5 JYR'S EL MAGUEY: U.S. Trustee Unable to Appoint Committee KAISER GYPSUM: Asbestos Committee Hires Higgins as Co-Counsel KEEN EQUITIES: Disclosures OK'd; Plan Hearing on Dec. 7 KEY ENERGY: Dec. 6 Hearing on Bid to Reject Severance Deals KKR FINANCIAL: S&P Lowers Rating on Preferred Notes to 'BB' LEGENDS COLLISION: Seeks Court Approval to Use Cash Collateral LENEXA HOTEL: Hires Lentz Clark Deines as Counsel LESLIE ROGER SAUNDERS: To Object to IRS, MDOR Claims LIVE OAK LOUNGE: Plan Outline Hearing on Nov. 29 LIVE WELL: Plan Confirmation Hearing on Jan. 12 LIZA HAZAN: S & S Collections Tries To Block Disclosures Approval LOU WEBBER TIRE: U.S. Trustee Unable to Appoint Committee LOWELL & SONS: Hires Edwin S. Brown as Accountant LUCAS ENERGY: Alan Dreeben Holds 11% Equity Stake as of Nov. 4 LUCAS ENERGY: Ilios Oil Reports 4% Equity Stake as of Nov. 4 LUCAS ENERGY: RAD2 Minerals, et al, Own 30% Stake as of Nov. 10 M. A. GONZALEZ: Voluntary Chapter 11 Case Summary MANUEL A. NOYA: Unsecureds To Receive $95,000 Under Plan MAPPIN LOJAS: Seeks U.S. Recognition of Brazilian Proceeding MARK CAREY COMEAUX: Unsecureds To Recover 66.69% Under Plan MAXIMUM LIFT: Hires Oliveras as Accountant MAYA RESTAURANTS: Hires Calaiaro Valencik as Counsel MBTI OF PUERTO RICO: U.S. Trustee Forms 3-Member Committee MCNEILL GROUP: Hires Spadaccini as Special Counsel MHM HOLDINGS: Voluntary Chapter 11 Case Summary MICHAEL ZELLERS: Hearing For Plan Outline Approval on Nov. 30 MONTREIGN OPERATING: Moody's Assigns B3 CFR & Rates $375MM Loan B2 MONTREIGN OPERATING: S&P Rates $375MM 1st-Lien Term Loan 'B-' NEVADA GAMING: Hires Maxim Hotel as Real Estate Broker NEVADA GAMING: Wants $374K DIP Loan from NGC Stephanie Property NEW YORK CRANE: Disclosure Statement Hearing Set for Nov. 28 NEW YORK CRANE: Nov. 28 Hearing for Ch. 11 Trustee Appointment Set NEXTSTEP DEVELOPMENT: Hires Marcus & Millichap as Broker NXT CAPITAL: Moody's Assigns B1 Rating on $300MM Sr. Sec. Loan NXT CAPITAL: S&P Retains BB- Rating on Upsize of Sr. Sec. Loan OCWEN FINANCIAL: Moody's Assigns B2 Rating on New Sr. Sec. Loan PARAGON OFFSHORE: Court Enters Written Confirmation Denial Order PARAGON OFFSHORE: Stilley Out, Taylor In as CEO PATRIOT METALS: Hires Tate as Special Counsel PAVEL SAVENOK: Klyachenko Buying Skyline 65% Interest for $500K PETERS MACHINE: U.S. Trustee Unable to Appoint Committee PHARMACOGENETICS DIAGNOSTIC: Has Until March 8 To File Ch 11 Plan PREMIERE GLOBAL: S&P Revises Outlook to Stable & Affirms 'B' CCR Q AND Q REALTY: Submits Amended Expense Tables for Cash Use QUALITY DISCOUNT: Submits Memorandum to Support Cash Use Motion RECYCLING GROUP: Voluntary Chapter 11 Case Summary RELIABLE HUMAN: Wants to Use Cash Collateral ROBERT DOKKEN: Disclosures Conditionally OK'd; Hearing on Feb. 23 RUBEN OCASIO PINO: Plan Confirmation Hearing Set for Dec. 14 SABLE NATURAL: Sec. 341 Creditors Meeting Set for Dec. 15 SAILING EMPORIUM: Peoples Bank Seeks Appointment of Ch. 11 Trustee SANTA ROSA ANIMAL: Seeks to Use Bank of America Cash Collateral SCHOPF'S HILLTOP: Disclosures Okayed, Plan Hearing on January 19 SIGA TECH: Completes Rights Offering, PharmAthene Judgment Paid SLAYTON FAMILY: Wants to Use Quik Capital Cash Collateral SOUTHERN SEASON: Sale of Assets at NC Stores for $30K Approved SPECTACULARX INC: Allowed to Use Cash Collateral on Interim Basis SPECTRASCIENCE INC: Posts $777K Net Loss for Q3 2016 ST. MICHAEL'S MEDICAL: Hearing on Plan Disclosures Set For Dec. 8 STAR WEST: Moody's Affirms B1 Rating on $446MM Sr. Facilities STEALTH SOFTWARE: Hires Andante Law Group as Counsel STONE PANELS: Wants Retroactive Approval of Cash Collateral Use STRIDE ACADEMY: S&P Lowers Rating on 2016 A&B Revenue Bonds to 'B-' SUTTON 58 OWNER: Court Approves Dec. 13 Auction for Stalled Project TESORO CORP: S&P Puts 'BB+' CCR on CreditWatch Positive TESORO CORPORATION: Moody's Affirms Ba1 CFR; Outlook Positive TESORO LOGISTICS: Moody's Affirms Ba2 CFR; Outlook Positive TO & FRO: Hires Friedman as Accountant TRASK DEVELOPERS: Patel Buying Garden Grove Property for $1.2M TREND COMPANIES: Can Use Cash Collateral on Interim Basis TRIANGLE USA: Gibson, Young Stop Representing Franklin, Prudential UNITED METALS: Unsecureds Get $704.44 Per Month For 5 Yrs. UNITED REHABILITATION: Disclosure Statement Hearing on Dec. 20 UPPER ROOM BIBLE: Hires Stewart Robbins as Attorney US ENERGY MANAGEMENT: Unsecureds To Recover 100% Within 6 Yrs. VAL COLE: Hires Dean W. Greer as Counsel VANGUARD HEALTHCARE: Wants BCF Premium Finance Agreement Approved VILLAS DEL MAR: BPPR Wants to Prohibit Cash Collateral Use WESTERN REFINING: Moody's Puts B1 CFR Under Review for Upgrade WESTERN REFINING: S&P Puts 'B+' CCR on CreditWatch Positive WHITE MOUNTAIN: Plan Confirmation Hearing on Dec. 13 XTERA COMMUNICATIONS: Files for Bankruptcy on Liquidity Issues XTERA COMMUNICATIONS: Seeks Court OK of $7.4M DIP Financing Deal ********* 1250 OCEANSIDE: Grant of Lender's Summary Judgment Bid Recommended ------------------------------------------------------------------ Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii recommended that the district court grant summary judgment in favor of the defendants on all claims in the adversary proceeding captioned WILLIAM BATISTE, et al., Plaintiffs, v. SUN KONA FINANCE I, LLC, et al., Defendants, Adv. Pro. No. 16-90014 (Bankr. D. Haw.). The adversary proceeding grew out of a failed real estate development called Hokuli'a. The Hokuli'a project got underway, and the developers were able to sell some of the house lots. Among the purchasers was a group now led by William Batiste (the "Batiste creditors"). In 2008, the debtors' primary lender declared default and began to exercise its remedies. Sun Kona Finance I, LLC (SKFI) eventually purchased about $600 million of debt and the related security interests in the Hokuli'a project. In the meantime, several of the lot purchasers, including the Batiste creditors, asserted claims against the developers. The purchasers alleged that the developers had breached their promises to complete the Hokuli'a development. In 2013, the debtors, which own the Hokuli'a project, commenced chapter 11 cases. On August 15, 2013, the debtors and SKFI proposed a plan of reorganization. The Batiste creditors raised a number of objections during the confirmation process, arguing that the SKFI claims should be disallowed or subordinated, so that lot owners would be paid in full before SKFI. The Bays Lung Rose & Holma law firm represented the Batiste creditors throughout. On May 12, 2014, less than half an hour before the plan confirmation hearing was to begin, the parties signed a term sheet settling the confirmation dispute. The term sheet included the following provision: "SKFI and the Davis creditors will not oppose an administrative expense claim by the Bays firm in the amount of $250,000 for making a substantial contribution to the case." Upon withdrawal of the Davis and Batiste creditors' objections, the plan was confirmed without a contested hearing. The Batiste creditors filed a claim for reimbursement of a portion of their attorneys' fees and costs as administrative expenses. The debtors filed an objection. SKFI did not file an objection, but its lead bankruptcy counsel, James A. Wagner, signed a declaration that the debtors submitted in support of their objection. On June 22, 2015, the bankruptcy case was closed. On September 1, 2015, the Batiste creditors sued SKFI in Hawaii state court, alleging that SKFI breached the term sheet and committed fraud, and that punitive damages were warranted. SKFI removed the case to the federal district court, and that court referred the case to the bankruptcy court for pretrial matters. The Batiste creditors moved for partial summary judgment on their claim for breach of contract. SKFI moved for summary judgment on the entire complaint. Count 1 of the complaint alleged breach of contract by SKFI for opposing the Batiste creditors' administrative expense application. The Batiste parties argued that SKFI breached the settlement agreement by opposing the Bays firms' motion for compensation. But SKFI did not oppose the motion; rather, its counsel provided an evidentiary declaration in support of the debtor's objection. The settlement agreement did not preclude counsel for SKFI from providing evidence relevant to the Batiste creditors' reimbursement claim. Therefore, Judge Faris concluded that SKFI did not breach the term sheet when Mr. Wagner signed a declaration that the debtors submitted in support of their objection and spoke about the declaration at the hearing. Because there is no genuine dispute as to any material fact, the judge recommended that the district court grant summary judgment in favor of SKFI on Count 1. Count 2 of the complaint alleged that SKFI committed fraud. The Batiste creditors contended that SKFI made express and implied representations that it would not oppose the claim for reimbursement in order to induce the Batiste creditors to dismiss the adversary proceeding and release various claims affiliated with the debtors and SKFI. Judge Faris found that the Batiste creditors have offered no evidence that SKFI committed fraud in connection with the agreement. The judge noted that SKFI made no representation that the debtor would not oppose the application or that its counsel would not provide evidence respecting such an objection. Judge Faris also concluded that the Batiste creditors knew that the debtor might object to the application because the debtor's counsel insisted, and the Batiste creditors agreed, that the debtor retain that right. Therefore, the judge recommend that the district court grant summary judgment in favor of SKFI on Count 2. Count 3 of the complaint sought punitive damages for the breach of contract and fraud claims. The Batiste creditors alleged that SKFI's conduct was willful, wanton, and with reckless disregard for their rights, therefore punitive damages are recoverable. Judge Faris held that, because there was no breach of contract and no fraud, there is no basis for punitive or any other damages. Therefore, the judge recommend that the district court grant summary judgment in favor of SKFI on Count 3. The bankruptcy case is In re 1250 OCEANSIDE PARTNERS, Chapter 11, Debtor, Case No. 13-00353 (Bankr. D. Haw.). A full-text copy of Judge Faris' November 2, 2016 proposed findings and recommended decision is available at https://is.gd/YLvmry from Leagle.com. 1250 Oceanside Partners is represented by: Simon Klevansky, Esq. Alika L. Piper, Esq. Nicole D. Stucki, Esq. KLEVANSKY PIPER, LLP Davies Pacific Center, Suite 1707 841 Bishop Street Honolulu, HI 96813 Tel: (808)536-0200 Fax: (808)237-5758 Email: sklevansky@kplawhawaii.com apiper@kplawhawaii.com nstucki@kplawhawaii.com -- and -- Tom E. Roesser, Esq. CARLSMITH BALL LLP ASB Tower, Suite 2100 1001 Bishop Street Honolulu, HI 96813 Tel: (808)523-2500 Fax: (808)523-0842 Email: troesser@carlsmith.com Office of the U.S. Trustee., U.S. Trustee, is represented by: Curtis B. Ching, Esq. OFFICE OF THE UNITED STATES TRUSTEE 1132 Bishop Street, Room 602 Honolulu, HI 96813-2830 Tel: (808)522-8150 Fax: (808)522-8156 About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. The Honolulu Star-Advertiser reports that U.S. Bankruptcy Judge Robert Faris on May 12 confirmed the bankruptcy-exit plan by 1250 Oceanside Partners and two affiliates. 1250 Oceanside Partners on May 12, 2014 won court approval of a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Debtors' Third Amended Joint Plan of Reorganization became effective July 1, 2014. 3324 N. CLARK: Hires Wexler as Special Counsel ---------------------------------------------- 3324 N. Clark Street, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Law Offices of Saul R. Wexler as special counsel to the Debtor. 3324 N. Clark requires Wexler to perform legal services pre-petition relating to certain building code violations alleged by the City of Chicago and investigate potential causes of action against a tenant and against an architect relating to the real property located at 3324 N. Clark Street, Chicago, Illinois. Wexler will be paid at the hourly rate of $400. Wexler will also be reimbursed for reasonable out-of-pocket expenses incurred. Saul R. Wexler, member of the Law Offices of Saul R. Wexler, 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. Wexler can be reached at: Saul R. Wexler, Esq. LAW OFFICES OF SAUL R. WEXLER 70 W Madison Street Chicago, IL 60602 Tel: (312) 558-9191 About 3324 N. Clark Street 3324 N. Clark Street, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-30934) on Sept. 28, 2016. The petition was signed by Simone Singer Weissbluth, manager of WMW Investments, LLC, the manager of the Debtor. The case is assigned to Judge Donald R. Cassling. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. No trustee, examiner, or official committee of unsecured creditors has been appointed. 344 SOUTH STREET: Unsecureds' Payment to Start Dec. 2016 -------------------------------------------------------- 344 South Street Corporation filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania an amended disclosure statement dated Nov. 9, 2016, referring to the Debtor's plan of reorganization dated Sept. 12, 2016. General unsecured creditors are classified in Class 3, and will receive a distribution of 35% of their allowed claims, to be distributed as follows in equal monthly interval payments starting Dec. 1, 2016, and ending on Nov. 17, 2020. The Debtor will fund the Plan through cash flow from operations of the business. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb15-18278-82.pdf As reported by the Troubled Company Reporter on Sept. 22, 2016, the Debtor filed with the Court a disclosure statement describing a plan of reorganization that proposed that general unsecured creditors be paid $152,716 or 35% of their claims. These creditors will receive equal monthly payments beginning on Nov. 12, 2016, and ending on Nov. 12, 2020. About 344 South Street 344 South Street Corp. has operated as a restaurant, serving Spanish and Mexican cuisine in Philadelphia's South Street District. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 15-18278) on Nov. 17, 2015, and is represented by Raheem S. Watson, Esq., at Watson LLC, in Philadelphia, Pennsylvania. At the time of the filing, the Debtor estimated assets and liabilities below $500,000. 36 WEST 38TH: Hires Cushman & Wakefield as Real Estate Advisor -------------------------------------------------------------- 36 West 38th Street, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Cushman & Wakefield as real estate advisor. The Debtor is a Delaware limited liability corporation that holds title to a parcel of undeveloped land located at 36 West 38th Street, New York, New York (the "Bryant Park Property"). The Debtor requires Cushman & Wakefield to: (a) review and update the offering document with market study, analysis of competitors, financial projections, discussion of value enhancement opportunities, location description, physical description, maps, graphics and photographs; (b) review and update the investment summary that is used to establish preliminary interest; (c) broad e-mail blast to thousands of investors and developers targeting the NYC market; (d) distribute the summary and a new confidentiality agreement to target investors; (e) provide access to all property-level diligence material, underwriting data and updated market information; (f) personal calls and marketing outreach to top investment groups followed by in-person meetings to respond to questions and market the properties; (g) accompany investors to on-site inspections; and (h) set a bid date, analyze offers, share background on bidders and assist in identifying the top bidders and work with the Debtor to complete the Sale on the best possible terms. Cushman & Wakefield and Robert Douglas ("RD") will each receive the same compensation in respect of the sale of the Bryant Park Property. Cushman & Wakefield will be paid in accordance with the following compensation structure: If the Only Bid Received is a Credit Bid by UBS: -- Flat Advisory Fee: RD and Cushman & Wakefield have agreed to waive the 1% Advisory Fee that each would receive in connection with the Sale in the event that no Qualified Bids are received, and to accept, subject to final Bankruptcy Court approval, an Advisory Fee of $25,000 for each advisor. -- Costs: Cushman & Wakefield and RD will each receive reimbursement of all out-of pocket expenses, provided that such out-of-pocket expenses shall not exceed $20,000 each. If a Qualified Bid is Received: -- Advisory Fee: In the event that a Qualified Bid is received and the Bryant Park Property is sold to the Qualified Bidder, then Cushman & Wakefield and RD shall be deemed to have earned and shall each be paid an advisory fee, subject to Bankruptcy Court approval, calculated as follows: - Cushman & Wakefield and RD shall each receive 1% of the aggregate amount or implied valuation of any such Sale. -- Costs Cushman & Wakefield and RD shall each receive reimbursement of all out-of pocket expenses, provided that total out-of-pocket expenses shall not exceed $20,000 for each advisor. Robert A. Knakal, chairman of New York Investment Sales at Cushman & Wakefield, 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 estate. Cushman & Wakefield can be reached at: Robert A. Knakal CUSHMAN & WAKEFIELD 275 Madison Avenue, Third Floor New York, NY 10016 Tel: (212) 660 7777 E-mail: robert.knakal@cushwake.com 36 West 38th Street, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. Case No. 15-12480) on Sept. 3, 2015. 435 ANN STREET: Court Approves Disclosure Statement --------------------------------------------------- The Hon. Robert E. Grant of the U.S. Bankruptcy Court for the Northern District of Indiana has approved 435 Ann Street, LLC's amended disclosure statement dated Sept. 26, 2016, referring to the Debtor's plan of reorganization. As reported by the Troubled Company Reporter on Oct. 5, 2016, the Debtor filed an amended disclosure statement dated Sept. 26, 2016, which proposes to pay unsecured claims, totaling $526, using proceeds from any recovery from an adversary proceeding it filed against FCO, LLC, et al. 435 Ann Street, LLC, which owns real estate located at 435 Ann Street, in New Haven, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 15-11407) on June 8, 2015, and is represented by Scot T. Skekloff, Esq., at Skekloff & Skekloff, LLP. The Debtor's property consists of an office building with three tenants. 531 TUNXIS HILL: Plan Confirmation Hearing on Dec. 20 ----------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has approved 531 Tunxis Hill Associates, LLC's first amended disclosure statement dated Nov. 4, 2016, referring to the Debtor's plan of reorganization dated Nov. 4, 2016. Written objections to the Plan must be filed with the Court no later than Dec. 13, 2016. Dec. 13 is also the last day for returning written ballots of acceptance or rejection of the Plan. Dec. 20, 2016, at 11:00 a.m. is fixed as the date of the hearing to consider confirmation of the Plan. On or before Nov. 15, 2016, the plan proponent will mail: (1) the Plan or a court-approved summary ; (2) the Disclosure Statement; and (3) a copy of the court order to all creditors and equity security holders. The Report of Ballots and Administrative Expenses will be filed with the Court on or before Dec. 16, 2016. About 531 Tunxis Hill Associates 531 Tunxis Hill Associates, LLC, owns single asset piece of real estate known as 531 Tunxis Hill Road located in Fairfield, Connecticut. The Debtor filed a Chapter 11 petition (Bankr. N.D. Conn. Case No. 15-51468) on Oct. 20, 2015. The petition was signed by Nicholas J. Gramigna, Jr., president. The Debtor is represented by Michael A. Carbone, Esq., and James G. Verillo, Esq., at Zeldes, Needle & Cooper, P.C. The Debtor estimated assets and debts at $100,001 to $500,000 at the time of the filing. 925 N. DAMEN: Hires Wexler as Special Counsel --------------------------------------------- 925 N. Damen, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Law Offices of Saul R. Wexler as special counsel to the Debtor. 925 N. Damen requires Wexler to: a. represent the Debtor's interests in the administrative hearings at the Building Hearings Division, Administrative Hearings Department, City of Chicago, with respect to certain building code violations; and b. to defend the Debtor and other Defendants in a lawsuit pending in the Circuit Court of Cook County, Chancery Division, entitled Flavius Schiopu and G7 Investments, LLC vs. Weissbluth, et al., Case No. 16 CH 10211. Wexler will be paid at the hourly rate of $400. Wexler will also be reimbursed for reasonable out-of-pocket expenses incurred. Saul R. Wexler, member of the Law Offices of Saul R. Wexler, 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. Wexler can be reached at: Saul R. Wexler, Esq. LAW OFFICES OF SAUL R. WEXLER 70 W Madison Street Chicago, IL 60602 Tel: (312) 558-9191 About 925 N Damen 925 N. Damen, LLC, based in Chicago, Ill., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-35387) on November 4, 2016. The Hon. Jack B. Schmetterer presides over the case. Ariel Weissberg, Esq., at Weissberg & Associates, Ltd., serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Simone Singer Weissbluth, manager of WMW Investments, LLC, the Manager of Debtor. A list of the Debtor's four unsecured creditors is available for free at http://bankrupt.com/misc/ilnb16-35387.pdf A.H. COOMDS: Hires Cohne Kinghorn as Special Counsel ---------------------------------------------------- A.H. Coombs, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Utah to employ Cohne Kinghorn, P.C. as special litigation counsel. As of the Petition Date, the Debtor was party to a Loan Workout Agreement dated October 13, 2013, with the lender GVS Holdings, LLC ("GVS"). The Debtor has potential claims against GVS related to the Loan Workout Agreement and the underlying transaction. The Debtor requires the Cohne Kinghorn to: a. assist and advise the Debtor in connection with claims by and against GVS, and represent the Debtor in contested matters, adversary proceedings and other legal proceedings; and b. render legal advice and services to the Debtor regarding such other non-bankruptcy matters as may arise from time to time related to the GVS Claims. Cohne Kinghorn lawyers who will work on the Debtor's case and their hourly rates are: George Hofman $320 Kimberley L. Hansen $230 Cohne Kinghorn will also be reimbursed for reasonable out-of-pocket expenses incurred. George Hofman of Cohne Kinghorn, P.C., assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Cohne Kinghorn may also seek to represent CHC Development Co., Inc., as special litigation counsel in matters related to the GVS Claims. Cohne Kinghorn may be reached at: George Hofmann, Esq. Kimberley L. Hansen, Esq. Cohne Kinghorn, P.C. 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 Facsimile: (801) 363-4378 About A. H. Coombs, LLC CHC Development Co., Inc., was incorporated in 1976 to develop and operate a business as the Green Valley Spa Resort.????A.H. Coombs, LLC, was created about the same time to own and hold the real property where CHC would operate the Spa Resort. CHC Development Co. and A.H. Coombs, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Utah. Case No. 16-25558 and 16-25559) on June 25, 2016.????The petitions were signed by Alan H. Coombs, president.????CHC estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing.????A.H. Coombs estimated assets and debt at $0 to $50,000 at the time of the filing. ACCURIDE CORP: S&P Raises CCR to 'B', Off CreditWatch Positive -------------------------------------------------------------- S&P Global Ratings said that it has raised its corporate credit rating on Accuride Corp. to 'B' from 'B-' and removed the rating from CreditWatch, where S&P placed it with positive implications on Oct. 19, 2016. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's secured term loan due 2023. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; upper half of the range) in the event of a payment default. In addition, S&P withdrew its 'B-' issue-level rating and '4' recovery rating on the company's senior notes because they were redeemed. "The upgrade follows the close of Crestview Partners' acquisition of Accuride and reflects the company's improved incremental cash flow (from the $11 million of expected interest expense savings under the transaction) and the extension of its debt maturities," said S&P Global credit analyst Michael Durand. "In our view, this transaction will allow Accuride to deleverage because a portion of the proceeds will be used to repay its debt." S&P expects the company's debt-to-EBITDA metric to improve to around 4.0x by year-end 2016 from 5.2x as of June 30, 2016. S&P believes that the financial policies of the company's new financial sponsor will support these more favorable credit metrics. The stable outlook on Accuride reflect that, following its acquisition by Crestview, S&P expects the company to maintain a lower level of leverage such that its debt-to-EBITDA metric will remain close to 4x over the next year. Although S&P assumes that North American class 8 commercial vehicle production will remain weak in 2017, S&P believes the class 5-7 market will remain steady. In addition, S&P notes that Accuride has increased the proportion of its revenue that is derived from the nondiscretionary aftermarket. S&P could lower its ratings on Accuride during the next 12 months if the company's debt-to-EBITDA metric exceeds 5x or its free operating cash flow-to-debt ratio declines to less than 5% on a sustained basis. This could occur if the U.S. economy weakens in 2017, if commercial truck demand declines by more than S&P anticipates, if the company loses significant business from its major customers, or (less likely) if Crestview takes a more aggressive financial stance. Although unlikely over the next year, S&P could raise its ratings on Accuride if the company improves its profitability such that its EBITDA margins remain comfortably above 15% or if its international growth strategy provides it with increased geographic diversity. ALICIA BEARD: Disclosures OK'd; Plan Confirmation Hearing on Jan. 5 ------------------------------------------------------------------- The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the Northern District of California has approved Alicia Beard's disclosure statement dated Oct. 20, 2016, referring to the Debtor's plan of reorganization dated Oct. 20, 2016. A hearing on the confirmation of the Plan is set for Jan. 5, 2017, at 1:30 p.m. The deadline for the Debtor to mail the ballots for acceptance or rejection of the Plan (to impaired creditors), and to serve Notice thereof to all creditors and parties-in-interest is Nov. 30, 2016. The deadline for impaired creditors to return completed ballots to the Debtor is Dec. 30, 2016. The deadline for creditors and parties-in-interest to file and serve objections to confirmation of the Plan is Dec. 30, 2016. The deadline for the Debtor to file voting ballot tabulations is Jan. 3, 2017. As reported by the Troubled Company Reporter on Oct. 27, 2016, the Debtor filed a proposed combined plan of reorganization and disclosure statement dated Oct. 20, 2016, providing that general unsecured creditors will receive 100% of their allowed claims in 20 quarterly payments over five years. Taxes and other priority claims would be paid in full. Alicia Beard filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 16-50855) on March 23, 2016. Nam H. Le, Esq., at Jaurigue Law Group serves as the Debtor's bankruptcy counsel. AMERICAN APPAREL: Taps Prime Clerk as Claims and Noticing Agent --------------------------------------------------------------- American Apparel, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as claims and noticing agent, nunc pro tunc to the November 14, 2016 petition date. The Debtors require Prime Clerk to: (a) prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtors and the Court, including (i) notice of the commencement of these chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims and exhibits for claims objections, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(1), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party in interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within 7 business days of service which includes (i) either a copy of the notice served or the docket numbers and titles of the pleadings served, (ii) a list of persons to whom it was mailed with their addresses, (iii) the manner of service and (iv) the date served; (g) Process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk- with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor and (vii) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (k) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (n) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (o) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and call center; (p) monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (q) if these chapter 11 cases are converted to cases under Chapter 7 of the Bankruptcy Code, contact the Clerk's office within 3 days of notice to Prime Clerk of entry of the order converting the cases; (r) 30 days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (s) within 7 days of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims, Registers as of the date immediately before the close of the chapter 11 cases; and (t) at the close of these chapter 11 cases, (i) box and transport all original documents, in proper format, as provided by the Clerk's office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Prime Clerk will be paid at these hourly rates: Analyst $30-$45 Technology Consultant $35-$70 Consultant/Sr. Consultant $65-$160 Director $175-$195 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $40,000. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, 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. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3RD Ave., 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About American Apparel, LLC. American Apparel Inc. is one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, court document shows. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. ANATOLY DERIN: Disclosures Okayed, Plan Hearing on Dec. 13 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York will consider approval of the Chapter 11 plan of reorganization of Anatoly Derin at a hearing on December 13. The hearing will be held at 10:30 a.m., at Courtroom 3585, 271-C Cadman Plaza East, Brooklyn, New York. The court on November 3 approved the Debtor's disclosure statement, allowing her to start soliciting votes from creditors. The order set a December 6 deadline for creditors to file their objections to confirmation of the plan, and a December 9 deadline to cast their votes. The Plan offers general unsecured creditors a pro rated payment of 15% of the total amount of unsecured debt over a period of 60 months. Class IV Unsecured Claim will consist of the claims of general unsecured creditors in the Debtor's case totaling approximately $38,776.86. The Plan will be financed from income generated from the Debtor's self-employment. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb15-41495-52.pdf About Anatoly Derin Anatoly Derin, an IT specialist and resident of Brooklyn, New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-41495) on April 3, 2015. The Debtor is represented by Alla Kachan, Esq. ARMATO PAVING: Selling Assets to Pay U.S. Bank in Full ------------------------------------------------------- Armato Paving filed with the U.S. Bankruptcy Court for the Northern District of Illinois a third amended disclosure statement for the Debtor's liquidating plan dated Nov. 8, 2016. Under the Plan, U.S. Bank's $15,471.97 Class 1 claim will be paid in full upon the sale of real estate collateral. Class 3 Unsecured Creditors totaling $201,297.66 will be paid pro rata balance, if any, after payment of second priority and administrative claims. The source of funds for payments are the sale of the Debtor's assets. This is a liquidating plan in which the sale of the property is proposed to resolve debt. All creditors in each class are treated equally. There are no insider pre-petition creditors who are secured or who will receive any payment whatsoever. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb15-25824-93.pdf About Armato Paving Armato Paving, Inc., is a privately held Illinois corporation engaged in operating a paving company in Chicago Heights, IL. Under existing management, the Debtor has operated the business since 1999. On July 29, 2015, the Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 15-25824). Richard G. Larsen, Esq., at Springer Brown, LLC -- rlarsen@springerbrown.com -- serves as counsel to the Debtor. ARTURO E. BOBADILLA: Unsecureds To Get $200 for 20 Quarters ----------------------------------------------------------- Arturo Enrique Bobadilla filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement in support of the Debtor's plan of reorganization. On the Effective Date, each holder of Class III General Unsecured Claims will receive, in full and final satisfaction of their respective claims, a pro rata share of $200 per quarter for payments one through 20 to be paid from the New Value payment of the Debtor pursuant to the payment schedule established in the Debtor's Disclosure Statement payment will commence upon the latter of (i) the Effective Date or, (ii) the date on which a court order approving payment of allowed unsecured claim becomes a final court order and be paid according to this schedule: 1st Payment of $200 due by Dec. 10, 2016 2nd Payment of $200 due by March 10, 2017 3rd Payment of $200 due by June 10, 2017 4th Payment of $200 due by Sept. 10, 2017 5th Payment of $200 due by Dec. 10, 2017 6th Payment of $200 due by March 10, 2018 7th Payment of $200 due by June 10, 2018 8th Payment of $200 due by Sept. 10, 2018 9th Payment of $200 due by Dec. 10, 2018 10th Payment of $200 due by March 10, 2019 11th Payment of $200 due by June 10, 2019 12th Payment of $200 due by Sept. 10, 2019 13th Payment of $200 due by Dec. 10, 2019 14th Payment of $200 due by March 10, 2020 15th Payment of $200 due by June 10, 2020 16th Payment of $200 due by Sept. 10, 2020 17th Payment of $200 due by Dec. 10, 2020 18th Payment of $200 due by March 10, 2021 19th Payment of $200 due by June 10, 2021 20th Payment of $200 due by Sept. 10, 2021 Class III Claims are impaired. Funds to be used to make cash payments under the Plan will derive from these income sources: (i) the Debtor's rental income generated by the investment properties, and (ii) income derived from his occupation as a contractor. The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-19061-49.pdf The Plan was filed by the Debtor's counsel: Elias Leonard Dsouza, Esq. DCS LAW GROUP, P.A. 111 N. Pine Island Road Suite 205 Plantation, Florida 33324 Tel: (954) 358-5911 Fax: (954) 357-2267 E-mail: dtdlaw@aol.com Website: www.DsouzaLegalGroup.com Arturo Enrique Bobadilla filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-19061) on June 27, 2016. Elias Leonard Dsouza, Esq., serves as the Debtor's bankruptcy counsel. ASCENT GROUP: Dec. 7 Hearing for PCO Appointment Set ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas sets a hearing on December 7, 2016, to determine the issue of whether or not a patient care ombudsman will be appointed for Ascent Group, LLC. As stated in the Order to show cause regarding the appointment of a patient care ombudsman, the Court will order the appointment of a patient care ombudsman within 30 days after the commencement of the case, unless the Court finds that the appointment of such ombudsman is not necessary for the protection of patients under the specific facts of the case. About Ascent Group Ascent Group, LLC, d/b/a Physicians ER Oak Lawn filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34436), on November 14, 2016. The Petition was signed by Karen Kuo, member. The case is assigned to Judge Stacey G. Jernigan. The Debtor is represented by Marcus Alan Helt, Esq., Gardere Wynne Sewell LLP. At the time of filing, the Debtor had estimated $1 million to $10 million in both assets and liabilities. ASSOCIATED THIRD: Taps Levene Neale as Bankruptcy Counsel --------------------------------------------------------- Associated Third Party Administrators seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel, effective October 17, 2016. The Debtor requires Levene Neale to: (a) advise the Debtors with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtors; (b) advise the Debtors with regard to certain rights and remedies of their bankruptcy estates and the rights, claims and interests of creditors; (c) represent the Debtors in any proceeding or hearing in the Bankruptcy Court involving their estates unless the Debtors are represented in such proceeding or hearing by other special counsel; (d) conduct examinations of witnesses, claimants or adverse parties and represent the Debtors in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of Levene Neale's expertise or which is beyond Levene Neale's staffing capabilities; (e) prepare and assist the Debtors in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtors' use, sale or lease of property outside the ordinary course of business; (f) represent the Debtors with regard to obtaining use of debtor in possession financing and/or cash collateral including, but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor in possession financing and/or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor in possession financing and/or cash collateral; (g) assist the Debtors in their anticipated asset sale process; (h) assist the Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and (i) perform any other services which may be appropriate in Levene Neale's representation of the Debtors during their bankruptcy cases. Levene Neale will be paid at these hourly rates: Ron Bender $595 Eve Karasik $575 Jacqueline James $555 Lindsey Smith $425 Paraprofessionals $250 Levene Neale will also be reimbursed for reasonable out-of-pocket expenses incurred. During the one-year period prior to the Petition Date, the Debtors paid the total sum of $75,000 to Levene Neale for legal services in contemplation of and in connection with the Debtors' chapter 11 cases (the "Retainer"), which Retainer is in addition to the chapter 11 bankruptcy filing fee for each of the Debtors Ron Bender, founding and managing partner of Levene Neale, 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. Levene Neale can be reached at: Ron Bender, Esq. Jacqueline L. James, Esq. Eve H. Karasik, Esq. Lindsey L. Smith, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: rb@lnbyb.com jlj@lnbyb.com ehk@lnbyb.com lls@lnbyb.com About Associated Third Party Administrators Associated Third Party Administrators and its affiliate, Allied Fund Administrators, LLC, are jointly the 6th largest third party administration provider in the U.S. ATPA operates in a niche segment of the third party benefits administration industry focusing on clients subject to Taft-Hartley (union) regulations. ATPA provides billing, record keeping, accounting, claims processing, reporting, adjudication, determination and other services related to employee benefits under labor/management trusts, employer benefit plans and collective bargaining agreements. ATPA was founded in 1994 as a result of the consolidation of two long-established and well-regarded employee benefits administration companies, C.W. Sweeney & Co. and Glen Slaughter & Pension Services, Inc. ("UBPSI"), a Delaware corporation, in 2007, which has not sought bankruptcy relief. UBPSI owns all of ATPA's stock. In 2014, ATPA acquired the membership interest of AFA, a specialist in Taft-Harley Act administration, by and through which ATPA operates its trust benefits administration business. Associated Third Party Administrators sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-23679) on Oct. 17, 2016. Judge Sandra R. Klein is assigned to the case. ATPA estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. ATPA tapped Ron Bender, Esq., Jacqueline L James, Esq., Eve H Karasik, Esq. and Lindsey L Smith, Esq. at Levene, Neale, Bender, Yo & Brill LLP as counsel. The petition was signed by Henry D. Ritter, president and chief executive officer. ATP OIL: Court Dismisses Intervenors' LOWLA Complaints ------------------------------------------------------ Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, dismissed the intervenors' complaints in the adversary proceeding captioned DIAMOND OFFSHORE COMPANY, Plaintiff(s). v. BENNU OIL & GAS, LLC, Defendant(s), Adversary No. 12-3425 (Bankr. S.D. Tex.). Diamond Offshore Company initiated the lawsuit to determine (1) its ownership of an overriding royalty interest (ORRI) in certain oil and gas leases it acquired pursuant to a conveyance and farmout agreement it entered into with ATP Oil & Gas Corp. in May 2009, and (2) its ownership of the proceeds of production attributable to that ORRI. Service providers to ATP intervened in the suit, seeking to establish a privilege under the Louisiana Oil Well Lien Act (LOWLA) on proceeds from oil and gas production attributable to Diamond's ORRI. These Intervenors are: (1) Champion Technologies, Inc., (2) Offshore Energy Services, Inc., (3) Barry Graham Oil Service, L.L.C., (4) Harvey Gulf International Marine, L.L.C., (5) Hornbeck Offshore Services, L.L.C., (6) Expeditors & Production Services, Inc., (7) EPS Cargo Handlers, Inc., and (8) Franks' Casing Crew & Rental Tools, Inc. On August 19, 2016, the Court, in OHA Investment Corp. v. Bennu Oil & Gas LLC. 2016 WL 6247613 (Bankr. S.D. Tex.), issued a Report and Recommendation in which it concluded that a privilege under LOWLA attaches to a subsequently transferred overriding royalty interest if the transferee was provided actual notice of the privilege by the claimant before the transferee acquired the royalty interest. Diamond Offshore moved to dismiss the complaints in intervention, arguing that the Court's conclusion requires dismissal of the intervenors' complaints. Judge Isgur found that none of the iIntervenors' complaints alleged that the claimant provided Diamond Offshore with actual notice of its privilege under LOWLA before Diamond Offshore purchased its ORRI. The judge also found that no Intervenor has filed a reply requesting an opportunity to file an amended complaint that would cure the deficiency. Accordingly, the intervenors' complaints were dismissed. The bankruptcy case is IN RE: ATP OIL & GAS CORPORATION, Chapter 7, Debtor(s), Case No. 12-36187 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's November 1, 2016 memorandum opinion is available at https://is.gd/4ZUbTK from Leagle.com. ATP Oil & Gas Corporation is represented by: Bonnie N. Hackler, Esq. HALL ESTILL ET AL 320 South Boston Avenue, Suite 200 Tulsa, OK 74103-3706 Tel: (918)594-0400 Fax: (918)594-0505 -- and -- Charles Stephen Kelley, Esq. MAYER BROWN LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002-2730 Tel: (713)238-3000 Fax: (713)238-4888 Email: ckelley@mayerbrown.com -- and -- Timothy Aaron Million, Esq. HUGHES WATTERS ASKANSE 1201 Louisiana, 28th Floor Houston, TX 77002 Tel: (713)759-0818 Fax: (713)759-6834 Email: tmillion@hwa.com -- and -- Kay A. Theunissen, Esq. MAHTOOK & LAFLEUR 600 Jefferson St, 10th Floor Lafayette, LA 70501 Tel: (337)266-2189 Fax: (337)266-2303 Rodney D. Tow, Trustee, is represented by: Timothy Micah Dortch, Esq. Lauren Tow, Esq. COOPER & SCULLY, P.C. 900 Jackson, Suite 100 Dallas, TX 75202 Tel: (214)712-9500 Fax: (214)712-9540 Email: micah.dortch@cooperscully.com lauren.tow@cooperscully.com -- and -- Julie Mitchell Koenig, Esq. COOPER & SCULLY, P.C. 815 Walker St., Suite 1040 Houston, TX 77002 Tel: (713)236-6800 Fax: (713)236-6880 Email: julie.koenig@cooperscully.com -- and -- William James Hotze, Esq. Kyung Shik Lee, Esq. Charles M. Rubio, Esq. Jason M. Rudd, Esq. DIAMOND MCCARTHY LLP Two Houston Center 909 Fannin Street, 15th Floor Houston, TX 77010 Tel: (713)333-5100 Fax: (713)333-5199 Email: whotze@diamondmccarthy.com klee@diamondmccarthy.com crubio@diamondmccarthy.com -- and -- Theresa D. Mobley, Esq. Timothy L. Wentworth, Esq. Sean Thomas Wilson, Esq. CAGE, HILL & NIEHAUS, LLP 5851 San Felipe Street, Suite 950 Houston, TX 77057 Tel: (713)789-0500 Fax: (713)974-0344 Email: tmobley@cagehill.com tim.wentworth@cagehill.com seanwilson@cagehill.com US Trustee is represented by: Nancy Lynne Holley, Esq. Christine A. March, Esq. OFFICE OF THE US TRUSTEE 515 Rusk Street, Suite 3516 Houston, TX 77002 Tel: (713)718-4650 Fax: (713)718-4670 About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation was an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order on June 26, 2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. AUTO TRANSPORT: Hires Andrew Moher as General Bankruptcy Counsel ---------------------------------------------------------------- Auto Transport Leasing, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Andrew A. Moher and The Law Offices of Andrew A. Moher as general bankruptcy counsel. The Debtor requires the law firm to: (a) advise and consult with the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights, remedies, and responsibilities with regard to the estate's assets and claims of creditors and other parties in interest; (b) appear for, prosecute, defend, and represent the Debtor's interest in suits arising in or related to the case; and (c) assist in the preparation of pleadings, motions, notices, and orders as required for the orderly administration of the estate, and to consult with and advise the Debtor in connection with the operation of, or termination of the business of the Debtor. The firm will be paid at these hourly rates: Andrew A. Moher $350 Paralegal $120 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. A retainer of $15,000 was paid on October 12, 2016, of which $2,975 was billed pre-petition. In addition, the Debtor paid the $1,717 court filing fee. Mr. Moher 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 estate. The firm can be reached at: Andrew Moher, Esq. LAW OFFICE OF ANDREW A MOHER 10505 Sorrento Valley Rd, Suite 430 San Diego, CA 92121 Tel: (619) 269-6204 Fax: (619) 923-3303 E-mail: amoher@moherlaw.com Auto Transport Leasing, Inc., based in Murrieta, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 16-19243) on October 18, 2016. The Hon. Scott H. Yun presides over the case. Andrew Moher, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Steven L. Cocking, CEO. A list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-19243.pdf AUTO TRANSPORT: Names Timothy Kelley as Accountant -------------------------------------------------- Auto Transport Leasing, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Timothy M. Kelley as accountant. The Debtor requires Mr. Kelley to advise and consult with the Debtor concerning tax planning and tax advice, and to prepare annual tax returns for the Debtor. Mr. Kelley will be compensated at $295 per hour. Mr. Kelley will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Kelley 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 estate. The accountant can be reached at: Timothy M. Kelley 3911 Merrill Avenue Riverside, CA 92506 Tel: (951) 683-1400 Auto Transport Leasing, Inc., based in Murrieta, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 16-19243) on October 18, 2016. The Hon. Scott H. Yun presides over the case. Andrew Moher, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Steven L. Cocking, CEO. A list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-19243.pdf AUTO TRANSPORT: Taps Erika Lopez as Bookkeeper ---------------------------------------------- Auto Transport Leasing, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Erika Lopez as bookkeeper. The Debtor requires Ms. Lopez to advise and consult with the Debtor concerning financial statements, cash flow projections, profit-loss statements, and to prepare monthly operating reports. Ms. Lopez will be compensated at $25 per hour. Ms. Lopez will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. Lopez 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 estate. The bookkeeper can be reached at: Erika Lopez 27854 Adams Avenue Sun City, CA 92585 Tel: (951) 570-4803 E-mail: lerica927@hotmail.com Auto Transport Leasing, Inc., based in Murrieta, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 16-19243) on October 18, 2016. The Hon. Scott H. Yun presides over the case. Andrew Moher, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Steven L. Cocking, CEO. A list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-19243.pdf AVENUE C TENANTS: Hires Barry Mallin as Real Estate Counsel ----------------------------------------------------------- Avenue C Tenants HDFC seeks authorization from the U.S. Bankruptcy Court for the southern District of New York to employ Barry Mallin & Associates PC as special real estate counsel. The Debtor operates a mixed-use property located at 73-75 Avenue C, New York, New York (the "Property"), which consists of 16 affordable, rent-stabilized apartments and two commercial spaces. The Property is currently subject to a foreclosure action initiated. The Debtor continues to operate its business and manage its property as a debtor in possession. On July 28, 2016, the Debtor filed its Plan of Reorganization of Avenue C Tenants HDFC and on August 25, 2016 the Debtor filed its Disclosure Statement for the Plan. The Debtor requires Barry Mallin to provide advice and counsel regarding the Debtor's proposed conversion from its current corporate status as an HDFC (Housing Development Fund Companies) to a housing cooperative so that it may sell two vacant properties to fund its Plan. Attorneys at Barry Mallin will be paid $350 an hour for their services. Barry Mallin will also be reimbursed for reasonable out-of-pocket expenses incurred. Aside from the hourly rates, Barry Mallin charges a flat fee for certain services and depending on the type of transfer to be effectuated. Barry Mallin requesting a retainer in the amount of $1,500. Barry Mallin, partner at Barry Mallin & Associates PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Barry Mallin may be reached at: Barry Mallin Barry Mallin & Associates PC 132 Nassau Street New York, NY 10038 Phone: 212-285-1200 Fax: 212-285-1202 About Avenue C Tenants Avenue C Tenants HDFC operates a mixed-use property located at 73-75 Avenue C, New York, New York (the "Property"), which consists of 16 affordable, rent-stabilized apartments and two commercial spaces.????The Property is currently subject to a foreclosure action initiated by NYCTL 2013-A TRUST and The Bank of New York Mellon as Collateral Agent and Custodian, which claim has been assigned to NYCTL 1998-2 Trust and The Bank of New York Mellon as Collateral Agent and Custodian, the holder of a real estate tax lien against the Property.????As a result of New York City Department of Housing Preservation and Development's Community Management Program, the Debtor was created as an HDFC and was issued a deed to the Property in 1981. Avenue C Tenants HDFC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-11209) on April 29, 2016.????The Hon. Stuart M. Bernstein presides over the case.????Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as counsel to the Debtor.????In its petition, the Debtor disclosed assets of $2.04 million and liabilities of $1.28 million.????The petition was signed by Herman Hewitt, senior vice president. AVENUE C TENANTS: Hires Damon CPAs as Accountants ------------------------------------------------- Avenue C Tenants HDFC seeks authorization from the U.S. Bankruptcy Court for the southern District of New York to employ Donald Damon, CPA as accountants to the Debtor. The Debtor operates a mixed-use property located at 73-75 Avenue C, New York, New York, which consists of 16 affordable, rent-stabilized apartments and two commercial spaces. The Property is currently subject to a foreclosure action initiated. The Debtor continues to operate its business and manage its property as a debtor in possession. On July 28, 2016, the Debtor filed its Plan of Reorganization of Avenue C Tenants HDFC (the "Plan") and on August 25, 2016 the Debtor filed its Disclosure Statement for the Plan (the "Disclosure Statement"). The Debtor seeks authority to employ Damon as its accountant to prepare tax returns for years ending 2013, 2014 and 2015. Upon completion of its missing tax returns, the Debtor is confident it will be able to procure exit financing sufficient to satisfy the claims of the Trusts. Once a commitment for exit financing is obtained, the Debtor will then seek to amend the Plan to provide for a reorganization premised on exit financing. Damon CPAs and professional who will work on the Debtor's case and their hourly rates are: Donald Damon $400 Barry Milberg $450 other employees $250-$450 Damon is also requesting a retainer in the amount of $7,500. Donald Damon, CPA, 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. Damon may be reached at: Donald Damon, CPA 2019 Court North Drive Melville, NY 11747 Tel: 631-213-2007 Mobile: 631-921-1180 Fax: 631-782-2283 E-mail: don@ddcpaco.com About Avenue C Tenants Avenue C Tenants HDFC operates a mixed-use property located at 73-75 Avenue C, New York, New York, which consists of 16 affordable, rent-stabilized apartments and two commercial spaces.????The Property is subject to a foreclosure action initiated by NYCTL 2013-A TRUST and The Bank of New York Mellon as Collateral Agent and Custodian, which claim has been assigned to NYCTL 1998-2 Trust and The Bank of New York Mellon as Collateral Agent and Custodian, the holder of a real estate tax lien against the Property.????As a result of New York City Department of Housing Preservation and Development's Community Management Program, the Debtor was created as an HDFC and was issued a deed to the Property in 1981. Avenue C Tenants HDFC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-11209) on April 29, 2016.????The Hon. Stuart M. Bernstein presides over the case.????Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as counsel to the Debtor.????In its petition, the Debtor disclosed assets of $2.04 million and liabilities of $1.28 million.????The petition was signed by Herman Hewitt, senior vice president. BANDERA POINTE: Hires Colglazier as Real Estate Broker ------------------------------------------------------ Bandera Pointe Hospitality, LP, seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Colglazier Properties, Inc. as real estate broker to the Debtor. Bandera Pointe requires Colglazier to: a. market the Debtor's real property for sale known as 1.436 acres, Lot 1, Block 1, New City Block 19069, Addersley Subdivision, San Antonio, Bexar County, Texas; b. show the property to potential purchasers; c. assist in the closing of the sale of the real property; and d. assist the Debtor's bankruptcy counsel in matters relevant to the sale of the real property. Colglazier will be paid 6% commission of the sales price. Colglazier will also be reimbursed for reasonable out-of-pocket expenses incurred. John Durbin, member of Colglazier Properties, 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. Colglazier can be reached at: John Durbin COLGLAZIER PROPERTIES, INC. 1000 E. Basse Road, Suite 100 San Antonio, TX 78209 Tel: (210) 821-5644 About Bandera Pointe Bandera Pointe Hospitality, LP, based in San Antonio, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52021) on September 6, 2016. The Hon. Ronald B. King presides over the case. William B. Kingman, Esq., at the law office of William B. Kingman, PC, as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Alpesh Patel, manager. BASIC ENERGY: Hires Andrews Kurth as Corporate Counsel ------------------------------------------------------ Basic Energy Services, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Andrews Kurth Kenyon LLP as corporate counsel, nunc pro tunc to October 25, 2016. The Debtors require AK to render: a. general corporate and securities representation, including periodic reporting and filings with the U.S. Securities and Exchange Commission, Section 16 reporting, correspondence and advice with respect to the New York Stock Exchange, governance matters, potential offerings of debt and equity securities and potential rights offerings; b. financing and general business transactions representation, including negotiation and drafting of new debt instruments, negotiation of amendments, waivers and forbearances to existing debt instruments, matters related to the perfection of securities interests and oil and gas matters; c. labor and employment matters, including regulatory representation with respect to an audit by the U.S. Department of Labor and employee retention and hiring matters; d. benefits and compensation matters, including drafting and amending equity incentive plans and related grant agreements, drafting and negotiating management incentive plans; e. environmental matters; f. intellectual property matters; g. general litigation matters; and h. ancillary bankruptcy-related matters. AK will be paid at these hourly rates: Partners and Counsel $475-$1,300 Associates $325-$725 Paraprofessionals $225-$395 Within the year prior to the Petition Date, AK has received $1,493,034.60 in total fees from the Debtors. Of this amount, $199,688.50 related to advice on restructuring matters and $1,293,346.10 related to all other representative matters. AK has received and holds a retainer as security for payment for services to be performed and reimbursement of related expenses of $101,713.52. Timothy A. "Tad" Davidson II, Esq., partner of the law firm Andrews Kurth Kenyon LLP, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. AK may be reached at: Timothy A. "Tad" Davidson II, Esq. Andrews Kurth Kenyon LLP 600 Travis, Suite 4200 Houston, TX 77002 Phone: +1.713.220.3810 Fax: +1.713.220.4285 About Basic Energy Services Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)-- http://www.basicenergyservices.com/??--provides well site services to more than 2,000 land-based oil and natural gas producing companies throughout the United States. Basic Energy Services, Inc. and 27 affiliated companies filed petitions (Bankr. D. Del. Lead Case No. 16-12320) on Oct. 25, 2016. The cases have been assigned to Judge Kevin J. Carey. The Debtors have filed a fully consensual Joint Prepackaged Chapter 11 Plan and Disclosure Statement and began soliciting votes to accept or reject such Prepackaged Plan and Disclosure Statement before the Petition Date. The Debtors are seeking Court approval of the Disclosure Statement and Prepackaged Plan on Dec. 7, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as legal counsel; Richards, Layton & Finger, P.A. as Delaware counsel; and Moelis & Company LLC as financial advisor. KPMG LLP serves as auditor and tax consultant; AP Services, LLC serves as crisis managers; and Epiq Bankruptcy Solutions, LLC as administrative agent. Counsel to the Prepetition Term Loan Lenders and certain of the DIP Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson & Corroon LLP. Counsel to U.S. Bank National Association, as Prepetition Term Loan Agent and acting as administrative agent and collateral agent, are Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler LLP. A consortium of lenders led by U.S. Bank is extending a superpriority secured multiple delayed-draw term loan facility to the Debtors in an aggregate principal amount of $90 million. Counsel to Bank of America, N.A., in its capacity as the Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath, Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq. An ad hoc group of holders that own or manage with the authority to act on behalf of the beneficial owners of the Company's 2019 Senior Notes and the 2022 Senior Notes, consists of: -- Ascribe Capital LLC,?????????? -- Brigade Capital Management, L.P. and????????????? -- Silver Point Capital, L.P., and????????????? -- other entities that may join such ad hoc group from time??to time. Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver & Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and Michael D. DeBaecke, Esq., at Blank Rome LLP. BEAR CREEK PARTNERS: Can Use DOF IV REIT Cash Until Dec. 5 ---------------------------------------------------------- Kelly M. Hagan, Chapter 11 Trustee of Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II LLC, sought and obtained from Judge John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan, authorization to continue using cash collateral until Dec. 5, 2016. DOF IV REIT Holdings, LLC, the only entity with an interest in the cash collateral to be used by the Chapter 11 Trustee, consented to the continued use of the same. DOF IV REIT has a secured claim in the amount of $25,687,034. The Court previously entered a Final Order authorizing the use of cash collateral until Nov. 30, 2016. Debtor Bear Creek Partners II, LLC owns what is known as the Bear Creek Meadows Apartments, a 240-unit multi-family apartment property. Debtor Bear Creek Retail Partners II LLC owns what is known to as the Bar Creek Crossings. Both properties are located in Bear Creek Township Emmet County, Michigan. The Chapter 11 Trustee contended that it was necessary for her to continue using the cash collateral beyond Nov. 30, 2016 and up to a point in time when she consummates the sale of the Debtor's assets. The Chapter 11 Trustee further contended that she required the immediate postpetition use of cash collateral in order to continue to operate and maintain the Debtors' properties in an orderly manner during the pendency of the chapter 11 cases. The Chapter 11 Trustee related that her ability to use cash collateral will allow her to, among other things, maintain business relationships with vendors and suppliers, pay the fees of management for the maintenance of the property, pay the fees of leasing staff responsible for keeping the property fully leased, and satisfy other ordinary operational costs, including rent, taxes and insurance, pending a sale of the Debtor's assets. The Chapter 11 Trustee anticipated that she will receive minimum net proceeds in the amount of $27.8 million from the sale of the Debtors' assets. DOF IV REIT was granted replacement liens and adequate protection liens. A full-text copy of the Chapter 11 Trustee's Motion, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/BearCreek2016_1602553jtg_329.pdf A full-text copy of the Order, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/BearCreek2016_1602553jtg_330.pdf About Bear Creek Partners II Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos. 16-02553 and 16-02554) on May 6, 2016. Each Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtors are represented by Jay L. Welford, Esq., at Jaffe, Raitt, Heuer & Weiss, PC and Robert R. Wardrop, Esq., at Wardrop & Wardrop PC. Lawyers at Wardrop & Wardrop, P.C., represent the creditors' committee. Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee for the Debtors' estates. Her own law firm, Hagan Law Offices PLC, serves as the Trustee's counsel. BETH MBURU: Unsecureds To Recoup 100% Over Four Years ----------------------------------------------------- Beth W. Mburu filed with the U.S. Bankruptcy Court for the District of Massachusetts an amended disclosure statement regarding the Debtor's plan of reorganization dated Nov. 9, 2016. General unsecured creditors are classified in Class 4, and will receive a distribution of 100% of their allowed claims, to be distributed as: 4% on the effective date and then four annual payments of 24% of their claim commencing on the Effective Date of the Plan. The Debtor may prepay. Payments and distributions under the Plan will be funded b salary and rental income from the Debtor's property. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab14-15586-270.pdf The Plan was filed by the Debtor's counsel: Herbert Weinberg, Esq. Rosenberg & Weinberg 805 Turnpike Street, Suite 2014 North Andover, MA 01845 Tel: (978) 683-2479 E-mail: hweinberg@jrhwlaw.com Beth W. Mburu is an individual who owns and manages a multi-unit property in Dorchester, Massachusetts, in addition to her own residence. The Debtor also has additional income from his employment as a nurse. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 14-15586). BIRCH COMMUNICATIONS: S&P Affirms 'B' CCR; Outlook Stable --------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Atlanta-based Birch Communications Holdings Inc. The outlook is stable. At the same time, S&P affirmed the 'B' issue-level rating on the company's secured debt, with a recovery rating of '3', indicating S&P's expectation for substantial (50%-70%; upper half of the range) recovery in the event of payment default. S&P removed all ratings from CreditWatch, where it had placed them with negative implications on Sept. 30, 2016 because of the company's tight leverage covenant cushion under its senior secured bank credit facility. "The ratings affirmation reflects our expectation that Birch no longer faces a potential near-term covenant breach," said S&P Global Ratings credit analyst Scott Tan. Birch recently amended its financial maintenance covenants in its senior secured credit facility agreement, which increased the maximum net leverage ratio to 4.25x from 3.5x in 2016. The amended covenant steps down to 4.0x in June 2017 and 3.75x in September 2018. S&P now expects about a 20% cushion to its adjusted EBITDA in 2016 compared to potential covenant violations pre-amendment. Additionally, S&P expects similar cushion levels in 2017 and believe the company's amendment removes any risk of covenant breach over the next two years. The stable outlook reflects S&P's expectation that leverage will remain under 4x over the next year despite its expectation for revenue declines and some margin compression. BMC MASONRY: Hires RJ Montgomery as Auctioneer ---------------------------------------------- BMC Masonry, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ R.J. Montgomery & Assoc., Inc. as auctioneer with regards to marketing and selling the Debtor's assets and personal property. RJ Montgomery will be charging all successful bidders a 15% buyer's premium as commission. RJ Montgomery will also be reimbursed $1,500 as out-of-pocket expenses for advertising and labor. Richard J. Montgomery 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 estate. RJ Montgomery can be reached at: Richard J. Montgomery R.J. MONTGOMERY & ASSOC., INC. 695 Amelia Street Plymouth, MI 48170 Tel: (734) 459-2323 Fax: (734) 459-2524 About BMC Masonry BMC Masonry, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-54170) on Oct. 17, 2016. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. BONNIE LEE MAES: Disclosures Okayed, Plan Hearing on Dec. 19 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Oregon is set to hold a hearing on Dec. 19 to consider approval of Bonnie Lee Mae's proposed Chapter 11 plan dated October 5. The hearing will be held at 1:30 p.m., at Courtroom 4, 7th Floor, 1001 SW 5th Avenue, Portland, Oregon. The court on November 3 approved the disclosure statement which explains the plan, allowing the Debtor to start soliciting votes from creditors. The order requires creditors to cast their votes and file their objections to confirmation of the plan no later than seven days before the hearing. About Bonnie Lee Maes Bonnie Lee Maes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 15-35768). BOSS INVESTMENTS: Hires Kelly Warner as Counsel ----------------------------------------------- Boss Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Kelly Warner, PLLC, as counsel to the Debtor. Boss Investments requires Kelly Warner to: a. give the Debtor legal advice and assistance as to its powers and duties as a debtor-in-possession in the continued operation of its affairs; b. provide legal advice and assistance to the Debtor as is necessary to preserve and protect assets, to arrange for a continuation of the working capital and other financing, to prepare all necessary applications, answers, orders, reports and other legal documents, including the drafting of a plan of reorganization and disclosure statement and other related pleadings and documents; and c. provide other legal services as may be necessary during the course of the bankruptcy proceedings. Kelly Warner will be paid at these hourly rates: Daniel R. Warner $325 Paralegal $150 Legal Assistant $70 Kelly Warner will be paid a retainer in the amount of $30,000. Kelly Warner will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel R. Warner, member of Kelly Warner, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kelly Warner can be reached at: Daniel R. Warner, Esq. Aaron M. Kelly, Esq. KELLY WARNER, PLLC 8283 N. Hayden Road, Suite 229 Scottsdale, AZ 85258 Tel: (480) 331-9397 Fax: (866) 961-4984 Email: dan@kellywarnerlaw.com aaron@kellywarnerlaw.com About Boss Investments Boss Investments, LLC, based in Gilbert, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-12290) on October 26, 2016. The Hon. Madeleine C. Wanslee presides over the case. Daniel R. Warner, at Kelly Warner, PLLC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Harris, manager. No official committee of unsecured creditors has been appointed in the case. BPS US HOLDINGS: Hires Ordinary Course of Professionals ------------------------------------------------------- BPS US Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ these professionals in the ordinary course: Professional Name Services ----------------- -------- Alston & Bird LLP Provide legal services related to intellectual property Baker & Mckenzie Provide legal services, including regarding foreign law Banner & Witcoff, Ltd. Manage patent portfolio for hockey sticks Black Helterline LLP Provide legal services relating to employee immigration matters C.V. Snb???React U.A. Provide services, including customs registration and legal services, related to the Debtors' anti???counterfeiting efforts CBIZ Tofias Provide Tax Services including preparation of US tax returns Davies Ward Phillips & Vineberg LLP Provide legal services related to advertising and competition Davis, LLP Provide legal services related to labor and employment in Canada Deloitte & Touche Provide Canadian and US Tax Services Dinse Knapp & Mcandrew P.C. Provide services for Vermont business filings and serve as designee for service of process in Vermont DLA Piper(Canada) LLP Provide legal services related to labor and employment in Canada Dykema Gossett Pllc Provide legal services related to consumer protection Edwards Wildman Palmer LLP Provide legal services related to labor and employment Fasken Martineau Dumoulin LLP Provide legal services related to regulatory approvals for products Gestion Recherche Conseil(GRC) Provides tax services including relating to the calculation of tax credits in Canada Goulston & Storrs Provide legal services related to use of independent service providers in Asia Honigman Miller Schwartz & Cohn LLP Provide legal support for litigation matter in Michigan IP Breach Ltd Provide services, including customs registration and training, related to Debtors' anti???counterfeiting efforts Kelley Drye & Warren LLP Provide legal services related to competition and advertising Kestenberg Siegal Lipkus LLP Provide legal services related to anti???counterfeiting efforts in Canada LightGabler LLP Provide legal services relating to employment matters Lindquist & Vennum LLP Provide local legal advice related to Bloomington, MN retail store Locke Lord LLP Provide legal services related to labor and employment Loyens & Loeff Provide legal/tax advice Mcguire Woods Provide legal services related to customs Mclane Graf Raulerson Provide miscellaneous legal services related to operations in NH Nixon Peabody LLP Provide legal services relating to IP and creditor???side bankruptcy matters Perkins Coie LLP Provide legal services relating to patents and patent litigation Pierce Atwood LLP Provide miscellaneous legal services including management of trademark portfolio for Easton, Cascade and Maverik PWC Provide assistance related to internal control classifications Rice Dolan & Kershaw Provide legal services related to an ongoing product liability claim in RI involving an Itech goalie mask RSM US LLP (formerly McGladrey) Provide assistance testing Sarbanes???Oxley controls Russin & Vecchi Provide legal services related to lease in Taiwan Ryan ULC Provide consulting services regarding recapturing Canadian taxes Schmitt & Orlov Provide legal services related to anti???counterfeiting in China Shusaku Yamamoto Outside Counsel-Japan Skadden Arps Slate Meagher Provide miscellaneous legal services related to mergers, acquisitions and litigation Smart & Biggar Provide legal services related to IP portfolio Strongin Rothman & Abrams,LLP Provide legal services, including on litigation in Connecticut Superior Court Tax Credit Co. Provides tax services relating to the calculation of tax credits in the US Torys LLP Provide legal services related to regulatory and competition issues in Canada Valuation Research Corp.(VRC) Provide valuation services related to goodwill & intangible assets About BPS US Holdings Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. BPS US HOLDINGS: Hires Prime Clerk as Administrative Agent ---------------------------------------------------------- BPS US Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk, LLC as administrative agent to the Debtors. BPS US Holdings requires Prime Clerk to: a. assist with, among other things, solicitation, balloting, 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 Debtors' schedules of assets and liabilities and statements 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 Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Claims and Noticing Rates Analyst $30-$45 Technology Consultant $55-$95 Consultant/Senior Consultant $60-$170 Director $175-$195 COO and Exec Vice President No charge Solicitation, Balloting and Tabulation Rates Solicitation Consultant $190 Director of Solicitation $210 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, member of Prime Clerk, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Prime Clerk can be reached at: Michael J. Frishberg PRIME CLERK, LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About BPS US Holdings Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. BPS US HOLDINGS: Hires Young Conaway as Co-counsel -------------------------------------------------- BPS US Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as co-counsel to the Debtors. BPS US Holdings requires Young Conaway to: a. provide legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of the cases, bearing in mind that the Court relies on co-counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. review, comment, and prepare drafts of documents to be filed with the Court as co-counsel to the Debtors; c. appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d. perform various services in connection with the administration of the bankruptcy cases, including, without limitation, (i) prepare agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitor the docket for filings and coordinating with Paul Weiss on pending matters that need responses; (iii) prepare and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; (iv) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the bankruptcy cases; and (v) coordinate with Paul Weiss on any necessary responses; e. prepare and prosecute chapter 11 plans; and f. perform all other services assigned by the Debtors, in consultation with Paul Weiss, to Young Conaway as co- counsel to the Debtors. Young Conaway will be paid at these hourly rates: Pauline K. Morgan $850 Sean T. Greecher $550 Justin H. Rucki $460 Shane M. Reil $345 Casey Cathcart, Paralegal $235 Young Conaway will be paid a retainer in the amount of $100,000. Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. Pauline K. Morgan, member of Young Conaway Stargatt & Taylor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Young Conaway can be reached at: Pauline K. Morgan, Esq. Sean T. Greecher, Esq. Justin H. Rucki, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 About BPS US Holdings Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. BUMBLE BEE: Moody's Lowers CFR to B3 & Changes Outlook to Neg. -------------------------------------------------------------- Moody's Investors Service downgraded Bumble Bee Holdings, Inc.'s Corporate Family Rating and Probability of Default Rating to B3 from B2 and to B3-PD from B2-PD, respectively. As a result of this rating action, the company's senior secured notes due December 2017 were downgraded to B3 from B2 and its senior unsecured Holdco PIK Toggle notes were downgraded to Caa2 from Caa1. The outlook has been changed to negative from stable. The downgrade primarily reflects a deterioration in the company's liquidity profile related to upcoming debt maturities in 2017, including the company's unrated $225 million ABL that is set to mature on June 15, 2017, and the company's $485 million 9% senior secured notes set to mature on Dec. 15, 2017. Refinancing concerns are exacerbated by an ongoing investigation by the US Department of Justice (DOJ) into potential antitrust violations in the packaged seafood industry. Bumble Bee recently booked a $22.5 million charge representing its estimated liability to resolve the DOJ matter, but a final resolution could vary materially from this estimate. If the judgment is ultimately greater than $15 million and is not stayed within 30 days, it will be deemed a technical default under the company's ABL agreement, and the company will be required to seek a waiver from lenders to avoid acceleration of the ABL debt. If a waiver is not obtained and the debt is accelerated under the ABL, cross default provisions in the company's indentures and credit agreements would result in an event of default on the senior secured and senior unsecured Holdco PIK notes and a potential acceleration of debt repayment. The B3 rating assumes there is a greater than 50% probability that the company will be successful in obtaining a waiver, if necessary, because of its attractive asset valuation, which is supported by a high degree of brand recognition, healthy margins and solid free cash flow generating capabilities. Recent performance has been challenged but the rating agency believes this is temporary and expects improvement over the coming quarters. Nevertheless, according to Moody's AVP - Analyst Brian Silver, "Bumble Bee's ratings are constrained by its weak liquidity profile, which is largely a function of upcoming debt maturities that have yet to be addressed. The ratings are also weighed down by the risk that a resolution of the current DOJ investigation tied to alleged violations of US antitrust regulations could be higher than management's current estimates." The negative outlook reflects the company's weak liquidity profile and uncertainty around litigation, including an ultimate settlement amount with the DOJ (if any) and the company's financial flexibility after addressing its upcoming debt maturities if litigation is still ongoing. These ratings have been downgraded at Bumble Bee Holdings, Inc.: Corporate Family Rating to B3 from B2; Probability of Default Rating to B3-PD from B2-PD; $485 million 9% senior secured notes due 2017 to B3 (LGD4) from B2 (LGD4). The rating outlook is negative These ratings were downgraded at Bumble Bee Holdco S.C.A., a parent company of Bumble Bee Holdings, Inc.: $133 million senior unsecured Holdco PIK toggle notes due 2018 to Caa2 (LGD6) from Caa1 (LGD6). RATINGS RATIONALE The B3 Corporate Family Rating reflects Bumble Bee's heightened refinancing risk, as there has not yet been any resolution in the company's ongoing legal overhang from both the US Department of Justice (DOJ) investigation into potential antitrust violations in the packaged seafood industry (with no claims asserted at this time) and a number of civil class action complaints alleging violations of the Sherman Antitrust Act. The company's ABL is set to mature on June 15, 2017, and its secured notes mature on Dec. 15, 2017. The rating also incorporates Bumble Bee's high financial leverage, aggressive financial policies, limited category diversification, and the commodity-like nature of the North American shelf stable seafood industry. The rating is supported by Bumble Bee's top-tier position in the North American shelf stable seafood category, well-established brand names, and low cost sourcing capabilities. In addition, the rating benefits from Bumble Bee's historical ability to maintain relatively healthy margins in a challenging operating environment, given its ability to raise/maintain prices and focus on cost saving initiatives. The rating incorporates Moody's expectations that the company will generate positive free cash flow during the next twelve months and continue to pay down debt over time, but liquidity is weak due to the upcoming debt maturities. The ratings could be upgraded if Bumble Bee is able to successfully refinance its upcoming debt obligations. Also, the company would be expected to improve its leverage and approach 5.0 times prior to upward ratings consideration. Alternatively, the ratings could be downgraded if Bumble Bee's liquidity deteriorates and the company fails to refinance its debt obligations during 1H17. Also, if leverage approaches 8.0 times and/or there is increasing reliance on its ABL facility the ratings could face pressure. Finally, if there is a material adverse resolution stemming from litigation matters the ratings could be downgraded. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. Bumble Bee Holdings Inc., headquartered in San Diego, California, is believed to be the largest producer and marketer of shelf stable seafood in North America and maintains a leading share in many segments of the US and Canadian shelf stable seafood categories, including albacore tuna, light meat tuna, salmon, sardines, clams and other specialty seafood products. The company's products are primarily branded under the Bumble Bee name in the US and Clover Leaf and Brunswick names in Canada. Bumble Bee was acquired by Lion Capital in December 2010. Bumble Bee's revenues for the twelve months ending Oct. 1, 2016 were approximately $919 million. C&J ENERGY: King & Spalding Representing Equity Security Holders ---------------------------------------------------------------- King & Spalding LLP filed on Nov. 3, 2016, a verified statement stating that it has been retained by each of the equity security holders in the Chapter 11 case of C&J Energy Services, Ltd., pursuant to separate engagement letters to seek the appointment of an official committee of equity security holders for C&J. Each of the Equity Holders has also asked K&S to take the actions as may be appropriate, for at least the period while the request for an appointment of an Equity Committee is being considered, as may be necessary to protect its equity interest in the bankruptcy case. Additional equity security holders of C&J may seek to retain K&S. K&S does not believe that it is required to file a Bankruptcy Rule 2019 statement with respect to the separate engagement of the Firm by each of the Equity Holders. To the extent, a Bankruptcy Rule 2019 statement would be required, the verified statement should be deemed the requisite Bankruptcy Rule 2019 statement. As of the date of Nov. 3, 2016, K&S represents these equity security holders of C&J Energy Services, Ltd.: a. D. E. Shaw Galvanic Portfolios, L.L.C. 1166 Avenue of the Americas, Ninth Floor New York, New York 10036 Holdings: 4,967,828 shares of common stock in C&J b. Nantahala Capital Management, LLC 19 Old Kings Highway S., Suite 200 Darien, Connecticut 06820 Holdings: 2,687,045 shares of common stock in C&J c. Union Square Park Capital Management LLC 1251 Avenue of the Americas, Floor 34, New York, New York 10020 Holdings: 999,943 shares of common stock in C&J d. Cornwall Capital Management LP 570 Lexington Avenue, 10th Floor New York, New York 10022 Holdings: 2,500,000 shares of common stock in C&J e. Sound Point Capital Management, L.P. 375 Park Avenue 33rd Floor New York, New York 10152 Holdings: 500,000 shares of common stock in C&J The counsel for the Equity Holders can be reached at: Edward L. Ripley, Esq. KING & SPALDING LLP 1100 Louisiana, Suite 4000 Houston, TX 77002-5213 Tel: (713) 751-3200 Fax: (713) 751-3290 E-mail: eripley@kslaw.com -- and -- Arthur Steinberg, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, New York 10036 Tel: (212) 556-2100 Fax: (212) 556-2222 E-mail: asteinberg@kslaw.com About C&J Energy C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors' cases are pending before Judge David R. Jones. The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel to the Debtors. Investment bank Evercore is the Debtors' financial advisor, and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc., serves as the claims, noticing and balloting agent. U.S. Trustee Judy A. Robbins appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of CJ Holding Co., et al. The Committee hired Greenberg Traurig, LLP, as counsel for the Committee, Conway MacKenzie, Inc., to serve as its financial advisor, Carl Marks Advisory Group LLC as investment banker. C.H.I. OVERHEAD: S&P Lowers Rating on 1st-Lien Term Loan to 'B' --------------------------------------------------------------- S&P Global Ratings lowered its issue-level ratings on Arthur, Ill.-based C.H.I. Overhead Doors Inc.'s first-lien term loan and revolving credit facility to 'B' from 'B+'. S&P also revised its recovery ratings to '3' from '2' on the same debt. The revision follows the company's announcement that it plans to increase its first-lien term loan due 2022 by $115 million to refinance its existing second-lien term loan due 2023. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; at the upper end of the range) recovery in the event of a payment default. S&P revised the recovery rating because of lower recovery prospects for first-lien lenders due to the $115 million add-on of incremental first-lien debt, which will amount to $428.6 million outstanding pro forma for the transaction. The company will use the proceeds of the add-on to retire its $115 million second-lien term loan. S&P expects to withdraw the rating on the second-lien term loan upon close. S&P's 'B' corporate credit rating and stable outlook are unchanged. RECOVERY ANALYSIS Key analytical factors: -- S&P's updated recovery analysis incorporates the proposed $115 million add-on to C.H.I.'s existing first-lien term loan due 2022 (and associated $40 million revolving credit facility due 2020) and the subsequent repayment of its existing $115 million second-lien term loan due 2023. -- Given this pro forma capital structure, S&P has revised its recovery ratings on C.H.I.'s $435 million first-lien term loan due 2022 and $40 million revolving credit facility due 2020 to '3' from '2'. At the same time, S&P has lowered its issue-level ratings on the term loan and credit facility to 'B' from 'B+', in accordance with S&P's notching guidelines. -- S&P continues to assess recovery prospects for lenders on the basis of a gross reorganization value for C.H.I. of approximately $300 million, reflecting an emergence EBITDA of $55 million and a 5.5x multiple. -- The $55 million emergence EBITDA is intended to reflect a through-the-cycle EBITDA level, as well as a considerable rebound from S&P's estimate of its hypothetical default- level EBITDA of about $40 million, which S&P feels is appropriate given the nature of C.H.I.'s business and exposure to cyclical construction end markets. -- The EBITDA multiple remains 5.5x, which is consistent with S&P's previous analysis and is in line with other companies in the building materials industry. S&P also believes the company's demonstrated ability to achieve above-average margins (due to its highly specialized products) is supportive of the multiple, as well as its somewhat large market share (within its niche market) and exposure to the relatively more stable repair and remodeling segment of the broader construction market. -- S&P's recovery analysis continues to assume that, in a hypothetical bankruptcy scenario, 85% of the company's $40 million revolving credit facility would be drawn. Simulated default and valuation assumptions -- Year of default: 2019 -- EBITDA at emergence: $55 million -- Implied enterprise valuation (EV) multiple: 5.5x -- Gross EV: $305 million Simplified waterfall -- Net EV (after 5% administrative costs): $290 million -- Estimated first-lien claims (85% usage of $40 million revolving credit facility: $35 million; first-lien term loan: $430 million): $465 million -- Recovery expectation: 50% to 70% (upper end of range) -- Recovery rating: '3' Note: The estimated first-lien debt claim reflects payment of scheduled amortization of 1% per year on the term loan through 2018. All estimated claims include an assumption for accrued but unpaid interest outstanding at default. RATINGS LIST C.H.I. Overhead Doors Inc. Corporate Credit Rating B/Stable/-- Downgraded; Recovery Rating Revised To From C.H.I. Overhead Doors Inc. Senior Secured B B+ Recovery Rating 3H 2H C.H.I.R. CORPORATION: Court Prohibits Cash Collateral Use --------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida denied C.H.I.R. Corporation's Cash Collateral Motion, without prejudice. A full-text copy of the Order, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/CHIRCorp2016_1620921lmi_73.pdf About C.H.I.R. Corporation C.H.I.R. Corporation, a single asset real estate business, filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20921) on Aug. 5, 2016. The petition was signed by Caryle Anthony DeCruise, president and director. The Debtor is represented by Richard R. Robles, Esq., at the Law Offices of Richard R. Robles, P.A. The case is assigned to Judge Robert A. Mark. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. C.H.I.R. CORPORATION: Unsecured Creditors to Get 1% Under Plan -------------------------------------------------------------- General unsecured creditors of C.H.I.R. Corporation will receive a pro rata share of 1% of their claims under the company's proposed Chapter 11 plan of reorganization. The restructuring plan filed on Nov. 3 with the U.S. Bankruptcy Court for the Southern District of Florida proposes to pay Class 10 general unsecured claims within five business days of the effective date of the plan. The plan will be funded from C.H.I.R.'s income from rental of its real properties and from its equity security holders' contribution. The company also expects to have an influx of capital from a potential new investor, according to the disclosure statement explaining the plan. C.H.I.R. owns two parcels of real property located at 12001 and 12101 NW 27th Avenue, Miami, Florida. The properties are both rented. Due to several judgments, including a $2.8 million judgment in favor of a creditor, C.H.I.R. filed for Chapter 11 protection to reorganize and retain its real properties. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/CHIRCorp_DS11032016.pdf About C.H.I.R. Corporation C.H.I.R. Corporation, based in Miami, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20921) on August 5, 2016. Hon. Robert A Mark presides over the case. Richard R. Robles, Esq. as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Caryle Anthony DeCruise, president and director. CAESARS ENTERTAINMENT: Court Approves 1st Lien Notes Repayment Plan ------------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Caesars Entertainment Operating Company's motion to repay certain first lien note obligations and make a cash distribution to holders of secured first lien notes claims to pay down $103.5 million in principal amounts outstanding under the first lien notes indentures. As previously reported, "The Bond RSA, which solidifies this support, is a comprehensive compromise between the Debtors, CEC, and the First Lien Noteholders. For their part, the Debtors agreed to use good-faith efforts to seek authority to repay, in cash, $103.5 million of the principal amount outstanding under the First Lien Notes Indentures. Because of the First Lien Noteholders' oversecured position in the Debtors' capital structure, the Debtors otherwise would be required to re-pay these amounts eventually, whether pursuant to a chapter 11 plan, in a chapter 7 liquidation, or otherwise. Any such repayments, if paid, would reduce dollar-for-dollar the amounts owed on account of the Secured First Lien Notes Claims under the Amended Plan (or any other chapter 11 plan), and such amounts would reduce any postpetition interest accruing on such amounts. Until such payments are made, interest continues to accrue on the full $6.35 billion principal amount outstanding under the first lien notes (the 'First Lien Notes'), increasing the amount owed on account of the First Lien Notes." About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the disclosure statement explaining the second amended joint Chapter 11 plan of reorganization of Caesars Entertainment Operating Company Inc. and it debtor-affiliates. The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time) as last day for any holder of a claim entitled to vote to accept or reject the Debtors' plan. A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, to confirm the Debtors' plan. Objections to confirmation, if any, were due Oct. 31. CARIBBEAN COMMERCIAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Caribbean Commercial Investment Bank Ltd. c/o FTI Consulting William Tacon and Ian Morton P.O. Box 993 Palm Grove House, 4th Floor Wickham's Cay I, Road Town, Tortola VG1110 British Virgin Islands Case No.: 16-13311 Chapter 11 Petition Date: November 22, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtor's Counsel: James C. McCarroll, Esq. Jordan W. Siev, Esq. Kurt F. Gwynne, Esq. REED SMITH, LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 521-5400 Fax: (212) 521-5450 E-mail: jmccarroll@reedsmith.com jsiev@reedsmith.com kgwynne@reedsmith.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by William Tacon, foreign representative. Caribbean Commercial Bank (Anguilla) Ltd. is the sole shareholder of the Debtor. CCB was incorporated pursuant to the laws of Anguilla as a privately-owned company. On April 22, 2016, Eastern Caribbean Central Bank appointed a receiver for the CCB pursuant to Section 137 of Anguilla's Banking Act, No. 6 of 2015. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb16-13311.pdf CDR STRAINERS: Hires Showalter as Special Litigation Counsel ------------------------------------------------------------ CDR Strainers & Filters, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Showalter Law Firm as special litigation counsel to the Debtors. On August 31, 2016, Enterprise Crude Pipeline LLC filed an Original Statement and Petition for Condemnation in the County Court of Law of Austin County, Texas. In the Condemnation Proceeding, Enterprise seeks to acquire a permanent right-of-way, easement, and temporary workspace easement on, in, over, under, through and across 1226 FM to place a pipeline and other facilities for the transportation of oil, oil products, minerals, and petroleum. CDR Strainers requires Showalter to: a. file pleadings in the Condemnation Proceeding and the bankruptcy case and to represent the Debtor's estate's interests in the Condemnation Proceeding; b. assist the Debtor and its bankruptcy counsel where necessary to negotiate and consummate non-routine sales of assets of the estate, and to institute any necessary proceedings in regard thereto; c. aid the Debtor and its bankruptcy counsel with regarding to any litigation against the Debtor; d. render legal advice and assistance with regarding to matters involving property of the estate; and e. assist in resolution of title problems associated with the estate's property. Showalter will be paid a 40% contingency fee and an additional 10% in the event of a trial where the percentage fee shall be calculated on the amounts recovered in excess of the first written offer made by Enterprise Crude. David Showalter, member of Showalter Law Firm, 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. Showalter can be reached at: David Showalter, Esq. SHOWALTER LAW FIRM 1117 FM 359 Road, Suite 200 Richmond, TX 77406 Tel: (281) 341-5577 About CDR Strainers CDR Strainers & Filters, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31997) on April 18, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Susan Tran, Esq., at Corral Tran Singh LLP. No official committee of unsecured creditors has been appointed in the case. CERVANTES INC: Hearing on Plan Disclosures Set For Dec. 13 ---------------------------------------------------------- The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey has scheduled for Dec. 13, 2016, at 2:30 p.m., the hearing to consider the adequacy of Cervantes, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Objections to the adequacy of the Disclosure Statement must be filed no later than 14 days prior to the hearing. About Cervantes, Inc. Cervantes, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 15-29040) on Oct. 8, 2015. Hon. Stacey L. Meisel presides over the case. Trenk, Dipasquale, Delia Fera & Sodono, PC represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Hector Alvarez, president. CHRISTOPHER LAMONT: Unsecureds to be Paid in Full Within 4 Months ----------------------------------------------------------------- Christopher Robin Lamont filed with the U.S. Bankruptcy Court for the Southern District of California a Chapter 11 plan of reorganization that proposes to pay unsecured creditors in full. The restructuring plan proposes to pay Class 2 general unsecured creditors 100% of their allowed claims in four equal monthly installments starting on the first quarter following the effective date of the plan, according to the Debtor's disclosure statement filed on Nov. 3. A copy of the disclosure statement is available for free at https://is.gd/iarVK4 About Christopher Robin Lamont Christopher Robin Lamont sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Calif. Case No. 15-07271). The case was filed to prevent the foreclosure sale of the Debtor's property in California. The Debtor lost his job, which caused him to fall behind on payments on the real property located at 2253 Cambridge Avenue Cardiff by the Sea, California. Prior to losing his job, the Debtor had been making payments to Ida Spector, the titleholder of the real property located at 916 Red Granite Road Chula Vista, California. The payments were in exchange for a 50% ownership interest in the Red Granite property. Bayview Home Loans is the creditor holding separate liens against each property. CJ HOLDING: Gardner Denver Buying Total E&S Assets for $17.5M ------------------------------------------------------------- CJ Holding, Co., and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the private sale of Total E&S, Inc.'s assets to Gardner Denver Petroleum Pumps, LLC for $17,500,000. A hearing on the Motion is set for Dec. 5, 2016 at 2:00 p.m. (CT). The Debtors employ substantial quantities of fracturing pumps, including power ends, and fluid ends in the conduct of their hydraulic fracturing service business. In about 2013, the Debtors decided to seek to reduce the resultant costs by taking the manufacture, repair and refurbishment of such items "in house." Thereafter, production was initiated at E&S. The endeavor, however, ultimately proved not to yield net savings. Accordingly, when the opportunity presented itself instead to obtain such items on a very favorable basis from Gardner Denver, from whom items of known high quality could be obtained at a cost that would yield the net savings that "in house" production had not, the Debtors' decided to proceed with Gardner Denver in lieu of continuing "in-house" manufacture. The Transactions substantially benefit the Debtors' estates by permitting the Debtors to procure an exclusive supply of products necessary to operate the Debtors' business at a cost that is substantially lower than the Debtors' presently incur by manufacturing such products "in house." Moreover, the Transactions allow the Debtors to sell at fair market value the machinery, inventory and other products that they will no longer need after ceasing "in house" manufacturing. In sum, the Transactions present a "win-win" situation for the Debtors' estates: they obtain uniquely favorable pricing from an industry leader under the Supply Agreement and they obtain $17,500,000 (subject to adjustments under the Asset Purchase Agreement) for machinery and products they will no longer need. The Debtors filed these chapter 11 cases on July 20, 2016. They now seek authority to enter into the Transaction Documents and consummate the sale free and clear of all liens, claims, encumbrances, and interests, and enter into the License, pursuant to section 363 of the Bankruptcy Code. Moreover, the Debtors seek, to the extent entry into the Supply Agreement and the License Agreement do not constitute ordinary course transactions, authority to enter into and consummate the Supply Agreement and the License Agreement. While the Asset Purchase Agreement, the License Agreement and the Supply Agreement are three separate agreements with varying counter-parties, together they constitute an integrated transaction requiring the Court to consider these Transaction Documents together. Indeed, the Asset Purchase Agreement and the License Agreement would not have been entered into separately from the Supply Agreement and vice versa ??? consummation of each agreement is contingent upon the consummation of the others as a business matter. In the Debtors' business judgment, consummating the Transactions is in the best interests of the Debtors and their estates. The Board of Directors of E&S has approved the terms of the Asset Purchase Agreement and the Board of Directors of C&J Spec-Rent Services, Inc. has approved the terms of the License Agreement. Board of Directors approval is not necessary with respect to the Supply Agreement. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/CJ_Holding_813_Sales.pdf The key terms and conditions of the Asset Purchase Agreement and the License Agreement are: a. Parties: i. Asset Purchase Agreement: Seller: Total E&S, Inc. Parent: C&J Energy Services, Ltd. Purchaser: Gardner Denver Petroleum Pumps, LLC ii. Supply Agreement: Supplier: Gardner Denver Petroleum Pumps, LLC Buyer: CJ Holding, Co. Guarantor: C&J Energy Services, Ltd. iii. License Agreement: Licensor: C&J Spec-Rent Services, Inc. Licensee: Gardner Denver Petroleum Pumps, LLC b. Assets: i. Pursuant to the Asset Purchase Agreement, E&S will sell all inventory related to its fracturing pump, power end and fluid end manufacturing, repair and refurbishment business ("Business") as set forth on Schedule 2.1(b) thereto and certain machinery related to the Business set forth on Schedule 2.1(a) thereto, but excluding the machinery not set forth thereon, certain finished goods, intellectual property, claims and insurance policies ("Purchased Assets"). ii. Pursuant to the Supply Agreement, CJ Holding and C&J, Ltd. agree that Gardner Denver will be the exclusive supplier of Covered Goods, as defined therein to include, inter alia, fracturing pumps, power ends, fluid ends and related consumables for the hydraulic fracturing business, with certain minor exceptions relating to fluid ends, and subject to certain buyer opt outs set forth therein. iii. Pursuant to the License Agreement, Licensor licenses to Gardner Denver for a period that is coterminous with the Supply Agreement the technology set forth on Schedule A thereto which, because of the confidential and proprietary nature of the information reflected thereon, is being filed under seal. c. Purchase Price: i. Asset Purchase Agreement: The total Purchase Price under the Asset Purchase Agreement is $17,500,000, subject to certain price adjustments relating to property taxes, wear-and-tear on machinery and/or to inventory being below a target value. ii. Supply Agreement: The business terms of the Supply Agreement, which is being filed under seal, are confidential. For purposes of the Motion, the Debtors can disclose that, in their business judgment, they believe the pricing and other terms to be highly favorable. iii. License Agreement: The License Agreement does not call for the making of a separate payment from the Purchase Price under the Asset Purchase Agreement in exchange for its grant of the license, but it does provide the applicable Debtor a right of first offer for an exclusive purchase right with respect to products Gardner Denver produces based on the licensed technology and for a royalty payable to the Licensor for Gardner Denver's sale of such products to third parties. d. Assumed Obligations: With respect to the Asset Purchase Agreement, Gardner Denver assumes all liabilities with respect to the Purchased Assets arising after Closing. With respect to Supply Agreement and License Agreement, no liabilities with respect to the Purchased Assets arising after Closing will be assumed. e. Guaranty: With respect to the Asset Purchase Agreement, Parent is primarily a party for purposes of the representations and warranties. With respect to the Supply Agreement, Parent guarantees the full payment and performance of CJ Holding under the agreement. With respect to the License Agreement, none. The Debtors have determined that a private sale of the Purchased Assets to Gardner Denver is in the best interests of their estates and their stakeholders. A public auction would cause significant delay, and require the Debtors' estates to incur substantial additional administrative costs. Execution and consummation of the Supply Agreement and the License Agreement constitute a sound exercise of the Debtors' business judgment. As set forth, the Supply Agreement and the License Agreement are key elements of the integrated, value-accretive Transactions. Without such agreements, the sale will not be consummated, and the value associated with the sale and the other transactions contemplated by the Transaction Documents will not accrue to the Debtors' estates. The Supply Agreement, which the Debtors intend to become effective immediately and will provide significant cost savings to them, will not become effective until the Order approving the Transactions is effective, and therefore it is in the best interests of the Debtors and their estates to consummate the Transactions promptly. Accordingly, the Debtors respectfully request that the Court waive the 14-day stay imposed by Bankruptcy Rule 6004(h), as the Debtors' estates would benefit from immediate relief. The Purchaser: GARDNER DENVER PETROLEUM PUMPS, LLC 222 E. Erie St., Suite 500 Milwaukee, WI 53201 Attn: Andrew Schiesl E-mail: andy.schiesl@gardnerdenver.com The Purchaser is represented by: Taurie M. Zeitzer, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 E-mail: TZeitzer@paulweiss.com About C&J Energy C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors' cases are pending before Judge David R. Jones. The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel to the Debtors. Investment bank Evercore is the Debtors' financial advisor, and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc., serves as the claims, noticing and balloting agent. U.S. Trustee Judy A. Robbins appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of CJ Holding Co., et al. The Committee hired Greenberg Traurig, LLP, as counsel for the Committee, Conway MacKenzie, Inc., to serve as its financial advisor, Carl Marks Advisory Group LLC as investment banker. COMMERCIAL FLOOR CARE: Selling SaniGLAZE Franchise for $37.5K ------------------------------------------------------------- Commercial Floor Care, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the assumption, assignment and sale of SaniGLAZE Franchise to Specialty Floor Solutions, LLC, for $37,500. The Debtor is the owner of the Franchise Agreement for the Greater Montgomery Area Territory dated Sept. 28, 2006 ("SaniGLAZE Franchise") entered into by and between Debtor, as franchisee, and SaniGLAZE International, LLC, as franchisor. ServisFirst Bank has a first priority security interest in all intangible assets of the Debtor, including the SaniGLAZE Franchise. The Debtor has received an offer from the Purchaser to purchase the SaniGLAZE Franchise for $30,000 ($25,000 to be paid at closing, with the remaining $5,000 to be paid on May 1, 2017) ("Non-Contingent Purchase Price"), plus an additional payment of $7,500 that is contingent upon the renewal of the Veterans Administration contract for the Montgomery and Tuskegee Veterans Administration facilities for the U.S. Government fiscal year 2018, as may be pro-rated ("Contingent Purchase Price"). The Debtor and the Purchaser entered into an Assignment of Franchise Agreement ("Sale Agreement"). A copy of the Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Commercial_Floor_57_Sales.pdf Attached the Sale Agreement is a Consent and Assignment and Assumption of Franchise Agreement ("Consent") entered into by Debtor, Purchaser, and SaniGLAZE, pursuant to which SaniGLAZE has consented to the Debtor's assumption and assignment of the SaniGLAZE Franchise to Purchaser on the terms and conditions therein. The effectiveness of both the Sale Agreement and the Consent are subject to the Court's approval as sought. In its Chapter 11 petition, the Debtor scheduled the value of the SaniGLAZE Franchise as being approximately $58,702 according to its historical cost as listed on the Debtor's balance sheet. However, this value also included service of the Birmingham area, which is no longer covered by the SaniGLAZE Franchise. The Debtor intends to use the sales proceeds to fund its Plan of Reorganization as follows: a. $9,518 to be disbursed to Class 4 claimant, Milliken, to cure the royalty arrearage in furtherance of the Debtor's assumption of Milliken's Franchise Agreement. b. $5,000 to be used as working capital and assist with funding of the Chapter 11 plan. c. $10,482, plus any future proceeds paid to Debtor under the Sale Agreement (including, without limitation, the $5,000 of the Non??Contingent Purchase Price to be paid on May 1, 2017, and the Contingent Purchase Amount, if applicable), to be disbursed to Class 1 claimant, ServisFirst Bank, in satisfaction of its lien against the SaniGLAZE Franchise. The Debtor avers that ServisFirst Bank consents to the sale of the SaniGLAZE Franchise and the Debtor's proposed use of the sale proceeds as provided for. The Debtor further asks the Court to approve the Debtor's release of SaniGLAZE as provided for in the Consent. The Debtor avers that it is not aware of any claims or causes of action that it or its estate has against SaniGLAZE and, pending approval of the Court, the Debtor has agreed to release SaniGLAZE in consideration for SaniGLAZE's consent to the assumption and assignment of the SaniGLAZE Franchise as contemplated and in consideration for SaniGLAZE's release of the Debtor as provided for in the Consent. Pursuant to the terms of the SaniGLAZE Franchise and applicable law, SaniGLAZE's consent is necessary for Debtor to assume and assign the SaniGLAZE Franchise as contemplated. The Debtor avers that providing SaniGLAZE with a release in consideration for SaniGLAZE's consent to the assumption and assignment of the SaniGLAZE Franchise (and in consideration for SaniGLAZE's release of the Debtor) is fair and reasonable based on the facts and circumstances, and is in the best interests of the estate. The Debtor further avers that it has already proposed to assume and assign the SaniGLAZE Franchise in its Plan of Reorganization and asks that the sale be consummated prior to or in conjunction with the confirmation of the Debtor's Plan. About Commercial Floor Care Commercial Floor Care, LLC, operates a commercial carpet and textile floor cleaning business with expertise in high-tech cleaning systems and floor tile repair and replacement services. The Debtor has been in business for 11 years and operates as a Millicare, Sani-Glaze and Solid franchisee. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-02266) on June 6, 2016, estimating less than $500,000 in assets and $500,000 to $1 million in debt. Steven D Altmann, Esq., at Najjar Denaburg, P.C., serves as counsel to the Debtor. J. Thomas Corbett is the bankruptcy administrator. CONSTELLATION ENTERPRISES: US Trustee Balks at Case Dismissal Bid ----------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the Constellation Enterprises case and the Internal Revenue Service filed with the U.S. Bankruptcy Court separate objections to the Debtors' motion for entry of an order dismissing the Chapter 11 case under certification of counsel. The U.S. Trustee asserts, "The Dismissal Motion seeks approval of a procedure for allowance and payment of employee claims in a manner that is at odds with the Bankruptcy Code and Bankruptcy Rules and does not afford due process to employee claimants. Expediency and cost cannot justify eliminating procedural protections and due process. The Dismissal Motion is silent as to the process for unsecured creditors' claims to be allowed and paid by the GUC Trust, should the settlement with the Committee be approved, and does not require that payment to unsecured creditors be made prior to dismissal. Without the critical information regarding how the GUC Trust will be implemented, a determination that dismissal is in the best interest of the creditors cannot be made." About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on May 16, 2016. The petitions were signed by William Lowry, chief financial officer. The Debtors estimated assets between $1 million and $10 million and debts between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP, serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. CONTROL VALVE: Court Allows Cash Collateral Use on Final Basis -------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Control Valve Specialists, Inc., to use cash collateral on a final basis. McCormick 1901, LLC and the Internal Revenue Service are granted replacement security interests in and liens upon all post-petition assets of the Debtor and the estate on which McCormick and the IRS held valid and perfected liens as of the Petition Date, and all their proceeds, rents, products and distributions, in the same priority held prior to the Petition Date. The Debtor is directed to pay McCormick ongoing postpetition interest in the amount of $300 per week, commencing on Nov. 1, 2016. The Debtor was also directed to pay the IRS ongoing postpetition interest in the amount of $1,354 per month, commencing on Nov. 14, 2016. The payments to McCormick and the IRS will end upon the occurrence of: -- the confirmation date of a plan of reorganization; -- the date the Chapter 11 Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or -- the appointment of a Chapter 11 Trustee. The Debtor was ordered to grant McCormick a first priority lien on three unencumbered vehicles, and was directed to deliver the certificates of title for each vehicle to McCormick within 10 days from the entry of the Final Order. A full-text copy of the Final Order, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/ControlValve2016_1612521_50.pdf About Control Valve Specialists Based in Houma, Louisiana, Control Valve Specialists, Inc., is an aftermarket parts manufacturer and supplier specializing in control valve parts for industrial plants, refineries, and other oil and gas companies. Robert Moate is the 100% equity owner. Control Valve filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12521) on Oct. 12, 2016, disclosing under $1 million in both assets and liabilities. Kristal M. Richard, the vice president, signed the petition. The Debtor's petition estimated $500,000 to $1 million in assets and debt. But the balance sheet attached to the petition disclosed $2,007,558 in assets and $3,903,113 in liabilities as of Oct. 12, 2016. No official committee of unsecured creditors has been appointed in the case. COOK INVESTMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Cook Investments NW Fern LLC 16-15833 307 N Olympic Ave Suite 211 Arlington, WA 98223-1351 Cook Investments NW LLC 16-15834 307 N Olympic Ave Suite 211 Arlington, WA 98223-1351 Cook Investments NW Darr LLC 16-15836 307 N Olympic Ave Suite 211 Arlington, WA 98223-1351 Cook Investments NW ARL LLC 16-15837 307 N Olympic Ave Suite 211 Arlington, WA 98223-1351 Cook Investments NW, SPNWY, LLC 16-44782 1331 208th Street E Spanaway, WA 98387 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 21, 2016 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Marc Barreca (16-15833, 16-15836, 16-15837) Hon. Timothy W. Dore (16-15834) Hon. Brian D Lynch (16-44782) Debtors' Counsel: James L. Day, Esq. BUSH KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101 Tel: 206-292-2110 E-mail: jday@bskd.com - and - Katriana L Samiljan, Esq. BUSH KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101 Tel: 206-292-2110 E-mail: ksamiljan@bskd.com Estimated Estimated Assets Liabilities ---------- ----------- Cook Investments NW Fern LLC $1M-$10M $1M-$10M Cook Investments NW LLC $0-$50K $1M-$10M Cook Investments NW Darr LLC $1M-$10M $1M-$10M Cook Investments NW ARL LLC $1M-$10M $1M-$10M Cook Investments NW, SPNWY, LLC $1M-$10M $1M-$10M The petitions were signed by Michael L. Cook, sole member. The Debtors did not include a list of their largest unsecured creditors when they filed the petitions. A full-text copy of Cook Investments NW Fern's petition is available for free at http://bankrupt.com/misc/wawb16-15833.pdf A full-text copy of Cook Investments NW LLC's petition is available for free at http://bankrupt.com/misc/wawb16-15834.pdf A full-text copy of Cook Investments NW Darr LLC's petition is available for free at http://bankrupt.com/misc/wawb16-15836.pdf A full-text copy of Cook Investments NW ARL LLC's petition is available for free at http://bankrupt.com/misc/wawb16-15837.pdf A full-text copy of Cook Investments NW, SPNWY's petition is available for free at http://bankrupt.com/misc/wawb16-44782.pdf CORNERSTONE TOWER: Unsecureds To Get $23,256 Bi-annually For 7 Yrs. ------------------------------------------------------------------- Cornerstone Tower Service, Inc., filed with the U.S. Bankruptcy Court for the District of Nebraska a disclosure statement referring to the Debtor's plan of reorganization. The projected excess income in the amount of $23,256 bi-annually will be paid to holders of Class 3A Unsecured Claims to commence six months from the date of confirmation of the Plan for a period of seven years to be distributed to the unsecured creditors in pro rata shares. The Debtor will request a claims bar date and any creditors filing a claim, subject to the Debtor's objection, which is allowed will share pro rata with other unsecured creditors. The Debtor expects income from business operations in order to fund and execute the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/neb16-40787-153.pdf The Plan was filed by the Debtor's counsel: John C. Hahn, Esq. WOLFE, SNOWDEN, HURD, LUERS & AHL, LLP Attorneys at Law Wells Fargo Center 1248 "O" Street, Suite 800 Lincoln, NE 68508-1424 Tel: (402) 474-1507 Headquartered in Grand Island, Nebraska, Cornerstone Tower Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 16-40787) on May 13, 2016, estimating its assets at between $1 million and $10 million and liabilities at between $1 billion and $10 billion. The petition was signed by James Scheer, president. Judge Thomas L. Saladino presides over the case. John C. Hahn, Esq., at Jeffrey, Hahn, Hemmerling & Zimmerman serves as the Debtor's bankruptcy counsel. On June 20, 2016, the U.S. Trustee for the District of Nebraska appointed the Committee of Unsecured Creditors. On Aug. 24, 2016, the U.S. Trustee filed an Amended Committee appointment. The Committee currently consists of three members. The Committee hired Koley Jessen, P.C., L.L.O., as its legal counsel. CORPORATE RISK: S&P Alters Outlook to Pos. on Kroll Ontrack Deal ---------------------------------------------------------------- S&P Global Ratings said that it revised its outlook on U.S.-based pre-employment background screening and investigative and cyber security services provider Corporate Risk Holdings LLC to positive from negative. At the same time, S&P affirmed its 'CCC+' corporate credit rating on the company. S&P also affirmed its 'CCC+' issue-level rating on the company's first-lien facilities, including the $60 million revolving facility expiring in 2018, the $275 million term loan due in 2018, and the $825 million notes due in 2019. The '3' recovery rating on the first-lien facilities, which indicates S&P's expectation for creditors to receive meaningful (low end of the 50%-70% range) recovery in the event of payment default, is unchanged. S&P affirmed its 'CCC-' issue-level rating on the $96 million second-lien notes due in 2020. The '6' recovery rating on the second-lien notes, which indicates S&P's expectation for creditors to receive negligible (0%-10%) recovery in the event of payment default, is also unchanged. S&P estimates the company's adjusted debt was approximately $1.2 billion as of June 30, 2016, which includes S&P's adjustments for operating leases. The outlook revision reflects S&P's expectation that Corporate Risk Holdings will apply at least a part of the proceeds from the sale of Kroll Ontrack to LDiscovery for a cash payment of $410 million toward permanent debt reduction. S&P believes it could lead to debt-to-EBITDA leverage strengthening to near or below 6x over the next year, which may lead to an upgrade. S&P's ratings on Corporate Risk Holdings continue to reflect its high financial leverage and dependency on favorable conditions to support its high post-emergence debt burden. S&P views the sale of Kroll Ontrack as favorable overall, as it provides good financial flexibility. Before completion of the Kroll Ontrack transaction, S&P expects debt to EBITDA to be near 9x in 2016 but could improve to near or below 6x in 2017 as sales proceeds are applied to debt reduction. S&P also expects funds from operations (FFO) will approach $30 million in 2016 and improve to near $40 million in 2017 as EBITDA margins grow because of ongoing cost savings and as Kroll Ontrack's business is deconsolidated. S&P's ratings reflect the operations of HireRight and Kroll Advisory. HireRight has a narrow business and geographic focus and efficient operating platform in the competitive pre-employment and background screening industry. Kroll Advisory operates as a provider of investigative, compliance, due diligence, and cyber security services to its global clients. S&P's ratings reflect HireRight's participation in a highly fragmented industry, with low barriers to entry, where intense price competition could pressure revenue growth and lead to margin compression over time. S&P considers HireRight's reputation to be solid as it grew continuously despite a bankruptcy proceeding. Further, S&P expects both HireRight and Kroll Advisory will continue to benefit from tailwinds from increasing focus on minimizing employment hiring mistakes and heightened focus on corporate security. This expectation is based on the following key outcomes of S&P's forecast: -- U.S. real annual GDP growth of 1.5% in 2016 and 2.4% in 2017, and U.S. unemployment of 4.8% in 2016 and 4.5% in 2017. -- Revenue growth of about 5% in 2016 and decline about 18% in 2017 following the sale of Kroll Ontrack. -- EBITDA margin, per our guidelines, will be in the high-16% area in 2016 and widen to the mid-19% area in 2017, from the divesture Kroll Ontrack business. -- FFO near $30 million in 2016 and improving to about $40 million in 2017. -- Capital spending of about $30 annually. The positive outlook reflects S&P's view that Corporate Risk Holdings' credit metrics will improve subsequent to the sale of Kroll Ontrack. Although the company has not committed to prepaying any portion of its debt obligations, S&P expects that cash would be for debt reduction to lower its interest burden and improve financial flexibility. S&P could raise its ratings over the next year if debt-to-EBITDA leverage stays near or below 7x while maintaining at least an adequate liquidity assessment. S&P estimates this could occur if debt is reduced by at least $250 million (assuming current debt and EBITDA). S&P could consider revising the outlook to stable if its forecast for free operating cash flow (FOCF) is negative or if there is unanticipated pressure on liquidity. S&P estimates this could occur if EBITDA declines significantly from current levels. RATINGS SCORE SNAPSHOT Corporate Credit Rating: CCC+/Positive/-- Business risk: Vulnerable -- Industry risk: Intermediate -- Country risk: Very low -- Competitive position: Vulnerable Financial risk: Highly leveraged -- Cash flow/leverage: Highly leveraged Modifiers -- Liquidity: Less than adequate (no impact) -- Financial policy: FS-6 (no impact) CUZCO DEVELOPMENT: May Avoid JCCHO Master Lease, Court Says ----------------------------------------------------------- Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii granted the Cuzco Development U.S.A., LLC's motion for summary judgment in the adversary proceeding captioned CUZCO DEVELOPMENT U.S.A., LLC, Plaintiff, v. JCCHO HAWAII, LLC, Defendant, Adv. Pro. No. 16-90031 (Bankr. D. Haw.). On January 21, 2016, East West Bank, the holder of the first mortgage on Cuzco's 3.5 acre commercial property located at 805-919 Keeaumoku Street, Honolulu, Hawaii, filed a foreclosure action against Cuzco and other parties claiming an interest in the property, including JCCHO Hawaii, LLC. JCCHO claims an interest in the Keeaumoku property by virtue of a master lease. East West Bank filed a notice of pendency of action (NOPA) on January 27, 2016, with the Land Court. A month later, JCCHO filed an answer and cross-claim in the foreclosure case, demanding (among other things) specific performance of the master lease and a declaration that the master lease "is valid, binding and enforceable." JCCHO did not file its own NOPA. Cuzco commenced an adversary proceeding on July 15, 2016, to avoid JCCHO's master lease. Cuzco claimed that, as a hypothetical bona fide purchaser of the Keeaumoku property under 11 U.S.C. section 544(a)(3), it is entitled to avoid the master lease as to the Land Court parcels because the master lease is not noted on the transfer certificate of title (TCT). The complaint did not seek to avoid the master lease on the non-Land Court parcel or to invalidate the master lease under non-bankruptcy grounds. On August 17, 2016, JCCHO filed an answer and a counterclaim for unjust enrichment, breach of contract, breach of good faith and fair dealing, and tortious interference with business. Cuzco filed a motion for summary judgment on the complaint, but not on the counterclaim. The motion presented the question whether a chapter 11 debtor in possession may avoid a lease that was not filed in the Land Court. JCCHO acknowledged that the lease was not filed, but claimed that a notice of pendency of action filed by a mortgagee in a foreclosure action protects its interest. JCCHO argued that East West Bank's NOPA, which was noted on the TCT, was sufficient to bind a bona fide purchaser to the judgment in the foreclosure case, including a potential judgment in favor of JCCHO. Judge Faris predicted that the courts of Hawaii would hold that East West Bank's NOPA does not protect JCCHO's claims under the unfiled master lease. Judge Faris found that JCCHO filed a cross-claim and counterclaim in East West Bank's foreclosure case in which JCCHO sought affirmative relief (specific performance of the master lease and a declaration that the master lease "is valid, binding and enforceable") and new causes of action (breach of contract, breach of good faith and fair dealing, tortious interference with prospective economic advantage, and unjust enrichment). The judge held that in these circumstances, JCCHO was not entitled to rely on East West Bank's NOPA, but should have filed its own NOPA. Judge Faris concluded that JCCHO's failure to do so means that Cuzco, as a hypothetical bona fide purchaser of the Keeaumoku property, is entitled to avoid JCCHO's claims to the property. The bankruptcy case is In re CUZCO DEVELOPMENT U.S.A., LLC, Chapter 11, Debtor, Case No. 16-00636 (Bankr. D. Haw.). A full-text copy of Judge Faris' November 3, 2016 memorandum of decision is available at https://is.gd/lU1XP6 from Leagle.com. Cuzco Development U.S.A., LLC is represented by: Chuck C. Choi, Esq. Allison A. Ito, Esq. Neil J. Verbrugge, Esq. WAGNER CHOI & VERBRUGGE Office of the U.S. Trustee., U.S. Trustee, is represented by: Curtis B. Ching, Esq. OFFICE OF THE UNITED STATES TRUSTEE 1132 Bishop Street, Room 602 Honolulu, HI 96813-2830 Tel: (808)522-8150 Fax: (808)522-8156 About Cuzco Development Cuzco Development U.S.A., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on June 20, 2016. The petition was signed by Kay Nakano, responsible individual. The case is assigned to Judge Robert J. Faris. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. CYCLE SHACK: Exit Plan Sets Aside $35K for Unsecured Creditors -------------------------------------------------------------- Cycle Shack, Inc., will set aside $35,606 to pay its general unsecured creditors, according to the company's proposed plan to exit Chapter 11 plan protection. Under the restructuring plan, the company proposes to pay $2,010 to Class 2(a) general unsecured creditors who will receive on the effective date of the plan a single payment equal to the full amount of their allowed claims. Class 2(a) includes any creditor whose allowed claim is $250 or less, and any creditor in Class 2(b) whose allowed claim is larger than $250 but agrees to reduce its claim to $500. Meanwhile, Class 2(b) general unsecured creditors will receive $33,596 or 10% of their allowed claims 90 days from effective date, provided that the claims of C & S Properties and certain principals of Cycle Shack will be subordinated in full to unsecured claims. Funding of the plan will be made by Cycle Shack's principals primarily Homer Dyer, Grove Hoover, and Steven Reedy, according to the company's disclosure statement filed on Nov. 3 with the U.S. Bankruptcy Court Northern District of California. A copy of the disclosure statement is available for free at https://is.gd/Kz6sPE Cycle Shack is represented by: Iain A. Macdonald, Esq. Macdonald Fernandez LLP 221 Sansome Street, Third Floor San Francisco, CA 94104 Tel: (415) 362-0449 Fax: (415) 394-5544 About Cycle Shack Cycle Shack, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 15-30466) on April 14, 2015, estimating under $1 million in both assets and liabilities. It is represented by Iain A. Macdonald, Esq., at MacDonald Fernandez, LLP. DANA HOLDING: Moody's Retains Ba3 CFR Over Brevini Group Deal ------------------------------------------------------------- Moody's Investors Service said that Dana Holding Corporation's (Dana, Ba3 stable) announcement that it has entered into a definitive agreement to purchase the power-transmission and fluid power businesses of Brevini Group, S.p.A. is credit positive but does not currently impact Dana's Ba3 Corporate Family Rating nor stable rating outlook. Dana Holdings Corporation, headquartered in Maumee, Ohio, is a global manufacturer of driveline, sealing and thermal management products serving OEM customers in the light vehicle, commercial vehicle and off-highway markets. Revenue for the LTM period ending Sept. 30, 2016, was approximately $5.8 billion. DEDA ENTERPRISES: Ch.11 Trustee Hires Brunetti Rougeau as Counsel ----------------------------------------------------------------- Kyle Everett, the Chapter 11 Trustee of Deda Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Brunetti Rougeau LLP as bankruptcy counsel to the Trustee. Mr. Everett requires Brunetti Rougeau to: a. assist the Trustee with his analysis of the Debtors' financial condition, including evaluation of the Debtor's bankruptcy pleadings and financial disclosures; b. assist, advise and represent the Trustee in any consultations with creditors and parties in interest regarding the administration of the bankruptcy case; c. assist, advise and represent the Trustee in any manner relevant to the performance of the Trustee's duties, including, but not limited to, conducting discovery upon third parties regarding the Debtors' assets and liabilities; d. prepare and file documents and pleadings, as necessary, relating to the disposition of the Debtors' assets or the operation of the Debtors' business; e. advise the Trustee any financial matters and transactions and matters relating to the Debtors' operations and assets; f. assist, advise and represent the Trustee in any issues associated with the acts, conduct, assets, liabilities, and financial condition of the Debtors, and any other mattes relevant to this case or to the formulation of any plan of reorganization; g. assist, advise and represent the Trustee in the negotiation, formulation, preparation and submission of any plan of reorganization and disclosure statement; h. assist, advise and represent the Trustee in the performance of his duties as Trustee, the exercise of his powers under the Bankruptcy Code and the Bankruptcy Rules, and the Court's orders; i. assist, advise and represent the Trustee in any proceedings or hearings before the Court and in any action in any other court involving estate litigation; j. make court appearances on behalf of the Trustee in the case; and k. take such other actions and perform such other services as the Trustee may require of Brunetti Rougeau in connection with the Chapter 11 case, including litigation. Brunetti Rougeau will be paid at these hourly rates: Kenneth A. Brunetti $450 Gregory A. Rougeau $450 Paralegal $100-$200 Brunetti Rougeau will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory A. Rougeau, member of Brunetti Rougeau 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. Brunetti Rougeau can be reached at: Gregory A. Rougeau, Esq. BRUNETTI ROUGEAU LLP 400 California Street, Suite 1000 San Francisco, CA 94104 Tel: (415) 992-8940 Fax: (415) 263-9200 E-mail: grougeau@brlawsf.com About Deda Enterprises Deda Enterprises Inc., dba Home of Chicken and Waffles, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 14-44505) on November 10, 2014, disclosing under $1 million in both assets and liabilities. Gregory A. Rougeau, Esq., a Brunetti Rougeau LLP serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. DESERT SPRINGS: Sale of Two Cathedral City Parcels Approved ----------------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California authorized Desert Springs Financial, LLC's sale of a parcel of real property located at 68031 Ramon Road, Cathedral City, California, APN 680-190-033 ("Towers"), to GK Real Estate Group, LLC, for $2,290,000, subject only to the leasehold interests of 111 Smoke Shop; and the refinance of the adjacent parcel located at 68051 Ramon Road, Cathedral City, California, APN 680-190 -034 ("Bowling"), secured by a senior lien in favor Socotra Capital, subject only to the leasehold interests of Ramon Palm Lane, Inc. ("RPL"). A hearing on the Motion was held on Nov. 8, 2016 at 2:00 p.m. The objection raised at the time of the hearing by RPL, and Yun Hei Shin and the United States Trustee that service of the Notice and Motion was not in compliance with FRBP 2002(a)(2), 6004(a) and 4001(c)(1)(C) is overruled for the reasons stated by the Court on the record. The 14-day stay pursuant to FRBP Rule 6004(h) is waived. The Debtor is authorized to refinance debt secured by a 1st Trust Deed of senior or equal priority on the Bowling with a loan in the amount of $2,575,000 for a 36 month term at 10.5% per annum interest subject to loan origination fee of 2.75 points and fees of $2,050. Payments are interest only during the 3-year loan term. Said refinance is to fund and close on Dec. 8, 2016. The sale of Towers to G&K Real Estate for $2,290,000 must be completed on Dec. 8, 2016. The simultaneous escrows that have been opened are approved for the concurrent administration and processing of the refinance and the sale. Both escrows are to close simultaneously and concurrently. Neither escrow can close without closing the other. That Fidelity National Title, National Commercial Services, will serve as escrow officer/administrator pursuant to escrow instructions to collect and disburse funds for both the refinance and the purchase and coordinate recording of this order, liens, release of liens, and deeds of trust and other documents as necessary for the concurrent close on Dec. 8, 2016, of: a. Escrow #23087426 (68051 Ramon Rd., APN 680-190-034) and, b. Escrow #23079124 (68031 Ramon Rd., APN 680-190-033) such that refinance funds after payment of property taxes and liens specific to escrow #23087426 (APN 680-190-034) are instantly transferred to escrow #23079124 (APN 680-190-033) for immediate disbursement to secured creditors subject to the following: i. Pacific Premier Bank's lien will be paid in full. ii. RPL and Shin will be paid jointly $1,284,139 plus simple interest of 10% per annum from Nov. 8, 2016, to date of payment if paid prior to Dec. 1, 2016. If paid after Nov. 30, 2016, the amount will be reduced by the reduction of principle due to recoupment of the rent due Dec. 1, 2016, unless December rent is paid by Ramon Palm Lane, or its guarantor, Shin prior to said payment. iii. The difference between $1,607,159 and $1,284,139 plus $15,000 will be transferred to a third separate escrow to be held pending the Court's determination of the precise amount of the balance of the judgment and attorney fees and costs owed to RPL/Shin. RPL/Shin's judicial lien will attach to this amount pending the court determination. iv. J&K Drywall will be paid sufficient to release its judgment lien on the properties. Exact amount to be determined. v. The balance of any remaining funds from the two escrows will, upon closing of the concurrent escrows, be transferred to the third separate escrow pending Court approval for distribution. vi. Unsecured creditors will be paid pursuant to a confirmed Plan. No unsecured creditors are to be paid from escrow funds absent a confirmed Plan. All interested parties shall cooperate with each other and the escrow officer in the administration of escrow to properly and timely deliver and execute all documents necessary for release of funds to and from escrow and proper processing and recording of documents necessary for close of escrow such that title transfers will be free and clear of liens, claims, encumbrances, and interests on Dec. 8, 2016, in sequence as follows: a. Escrow #23087426 (Bowling) i. Cash payment will be disbursed to RPL and Shin in the full amount of principal and interest due. ii. RPL/Shin liens and claims will be released from all the Desert Springs assets other than APN 680-190-035 (the so-called vacant lot parcel) except that said liens will attach to that portion of the third escrow funds. iii. Socotra Capital or other lender will be granted a senior lien on APN 680-190-034. iv. Any property taxes due and/or government liens will be paid per escrow instructions. v. Balance of funds from this escrow will instantly transfer to: b. Escrow #23079124 (Towers) i. Cash payment will be disbursed to Pacific in satisfaction of its lien on all Desert Springs properties per Proof of Claim #3. ii. Pacific lien will be released from all Desert Springs properties. iii. Any property taxes due and/or government liens will be paid per escrow instructions. iv. Fees and commission will be disbursed to Mike Radlovic, Coldwell Banker Commercial-SC in the amount of $80,150. v. Any remaining funds in escrow after the above disbursement and payment of all fees and costs of escrow shall transfer to a separate third escrow account pending Court approval of distribution per the Court's determination as set forth in 5(b)(i)(3) a confirmed Plan and the Court approved application(s) for compensation of professionals and administrative costs, and resolution of any disputed claims for attorney fees and costs and any other remaining disputes as to calculation and distribution of said funds. c. Escrows #23087426 and #23079124 will close simultaneously - neither of these escrows may close without close of both escrows. d. Title to Towers will transfer to G&K Real Estate upon close of escrow. e. Title and possession to Bowling will be remained vested in Desert Springs upon close of escrow subject to the refinance lien and the lease between Desert Springs and RPL, which lease will remain in full force and effect as modified by the state court judgment entered in the Superior Court of the State of California, County of Riverside case #INC 10003583 on Dec. 23, 2015. The approval of the sale and refinance as set forth expires if the escrows are not closed on Dec. 8, 2016, unless the court, for good cause, extends the time. About Desert Springs Financial Desert Springs Financial LLC filed a chapter 11 petition (Bankr. N.D. Cal. Case No. 16-14859) on May 30, 2016. The single asset real estate debtor is represented by Wayne M. Tucker, Esq., at Orrock Popka Fortino Tucker & Dolen in Redlands, Calif. At the time of the filing, the Debtor disclosed $16.8 million in assets and $7.33 million in liabilities. DETROIT PUBLIC SCHOOLS: Moody's Raises Issuer Rating to B2 ---------------------------------------------------------- Moody's Investors Service has upgraded Detroit Pubic Schools' issuer rating to B2 from Caa1. The outlook is stable. The issuer rating reflects the district's general obligation (GO) equivalent rating as Moody's does not have an underlying rating on any of the district's outstanding debt. Detroit Public Schools (DPS) now operates as a distinct debt servicing entity, separate from Detroit Public Schools Community District (DPSCD), which is responsible for all operations and providing public education to Detroit's K-12 students. DPSCD has no Moody's rating and no debt. The upgrade to B2 reflects the achievable repayment framework to retire DPS' sizable outstanding obligations. The rating also reflects the district's challenged tax base and weak demographic profile, including low income levels, high unemployment, and continuing population loss. The significant leveraging of the tax base, which is coterminous to the City of Detroit (B2 stable), will likely face an escalating burden in 2024 when the city resumes pension contributions. Absent substantial economic improvement, the net overall leverage on this tax base will pose a persistent drag on DPS' rating. Rating Outlook The stable outlook reflects the expected lack of rating volatility on the credit given the restructuring of the district as a limited separate entity. DPS now exists for the sole purpose of paying off accumulated liabilities with existing dedicated revenue streams. Additional stability is provided by state commitment on outstanding capital debt, trustee intercept of revenues servicing accumulated operating debt, and district oversight by the Financial Review Commission (FRC), which also oversees operations of DPSCD and the city. Factors that Could Lead to an Upgrade Material tax base expansion and improved collection trends Stable to positive demographic trends Material moderation of outstanding liabilities Factors that Could Lead to a Downgrade Further significant tax base contraction or weakened collection trends Failure to stabilize population trends, local business activity, or resident income metrics Breakdown of enacted reforms and indication that district leadership may recommend filing for protection under Chapter 9 Legal Security The district's GOULT bonds are secured by the authorization and pledge to levy a tax unlimited as to rate and amount to pay debt service. The bonds are further secured under the SBQLP state enhancement program, which provides for the issuance of state loans to repay any portion of debt service not covered by the district's levy, which, in order to remain qualified under the state enhancement program, cannot exceed 13-mills. Repayment on the loans from the state also benefits from an unlimited tax pledge. The district's GOLT bonds are secured by a limited tax pledge, payable from all operating revenues of the district subject to a statutory trust and statutory lien on tax revenues collected by a third-party governmental entity and directly deposited to a trustee to first pay GOLT debt service before any other obligations. Use of Proceeds Not applicable. Obligor Profile Detroit Public Schools is a taxing authority which is coterminous with the boundaries of the City of Detroit. Effective July 1, 2016, the district transferred all fixed assets and operating responsibilities to the newly created Detroit Public Schools Community District (DPSCD) and assumed all outstanding liabilities. The district will remain in place until all obligations of the district are retired, at which point the district will dissolve and the taxing authority will transfer to the DPSCD. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. DIRECT MEDIA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Direct Media Power, Inc. aka DMP Teleservices Inc. 199 S Addison Road, Suite 102a Wood Dale, IL 60191 Case No.: 16-36934 Chapter 11 Petition Date: November 21, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes Debtor's Counsel: Adam S Tracy, Esq. THE TRACY FIRM, LTD. 2100 Manchester Road, Suite 615 Wheaton, IL 60187 Tel: (888) 978-9901 Fax: (630) 689-9471 E-mail: at@tracyfirm.com at@ibankattorneys.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dean Tucci, president. The Debtor did not submit a list of its largest unsecured creditors when it filed the petition. EDWARD M. WILKE: Unsecureds To Recoup 0.005% Under Plan ------------------------------------------------------- Edward M. Wilke and Taffy M. Watkins filed with the U.S. Bankruptcy Court for the District of Nevada an amended first disclosure statement referring to the Debtors' plan of reorganization dated Nov. 9, 2016. Class 3 General Unsecured Claims totaling $442,778 are impaired under the Plan. Holders of these claims are expected to recover .005%. On the Effective Date payments to creditors in Classes 1 through 3 will be funded from the Debtors' combined personal income. Payments to Class 3 creditors required under the Plan will be funded by the Debtors Disposable Monthly Income. These monthly or quarterly Distributions or the Plan Payment during the Plan Term will be $200 per month. The Debtors will make monthly distributions to Class 3 claims, in accordance with the terms of this Plan, during the entire plan term. Commencing on the first day of the first month following the Effective Date of the Plan, Debtors shall continue to make monthly plan payments to the Class 3 General Unsecured Creditors, until the completion of the plan term, which is on or about Jan. 1, 2021. It is estimated that this will require the Debtors to pay a maximum combined total of ($200 x 60 months = $12,000) to Class 3 General Unsecured Creditors. However, because the debtors have unpaid priority administrative claims there will be a very limited distribution to Class 3 general unsecured creditors' claims until all professional fees are paid. This monthly plan payment is not expected to increase throughout the plan term. Furthermore, the Debtor may pay off the total Plan Payment due to general unsecured creditors of $2,000 at any time after confirmation minus any plan payments tendered, which the debtor may then apply for a discharge. Administrative Professional Fee Claims total $2,000. The Debtors will be their own distribution agent. The Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-15641-14.pdf The Plan was filed by: Andrew J. Van Ness, Esq. HUNTER PARKER LLC 1428 S Jones Boulevard Las Vegas, NV 89146 Tel: (702) 686-9297 E-mail: hunterparkerllc@gmail.com Edward M. Wilke and Taffy M. Watkins filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-15641) on Oct. 19, 2016. Andrew J. Van Ness, Esq., at Hunter Parker LLC serves as the Debtor's counsel. EDWIN GORDON BOND: Disclosures Okayed, Plan Hearing on Jan. 12 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee will consider approval of the Chapter 11 plan of reorganization proposed by Edwin Gordon Bond, Jr. and his wife at a hearing on January 12. The hearing will be held at 10:00 a.m., at the Howard H. Baker, Jr. U.S. Courthouse, Courtroom 1-C, First Floor, Knoxville, Tennessee. The court on November 3 approved the Debtor's disclosure statement, allowing him to start soliciting votes from creditors. The order set a January 5 deadline for creditors to cast their votes and file their objections. Under the plan, holders of Class 4-A general unsecured claims -- totaling $978,690 -- will be paid $100 per month starting on the 10th day of the month following the effective date and ending on the 60th month after the effective date. The creditors are expected to get a total payout of $6,000. About Edwin Gordon Bond Edwin Gordon Bond, Jr., and Elizabeth Ann Bond receive income from husband's employment as a manager with BAE Systems Technology Solutions & Services, Inc., located in Charleston, South Carolina. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 15-33362) on Nov. 10, 2015. EIG MANAGEMENT: S&P Affirms 'BB+' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' long-term issuer credit rating on EIG Management Company LLC. The outlook is stable. S&P also affirmed its 'BB+' issue-level rating with a '3' recovery rating on the firm's first lien senior secured notes. However, S&P has revised its recovery expectations following the firm's debt amendment and now expects a recovery in the lower half of the 50-70% range. "The affirmations reflect our expectation that EIG will significantly increase its fundraising and earnings in 2017, helping to drive leverage down to between 1.5x-2.0x versus our expectation of 2.3x-2.5x for full-year 2016," said S&P Global Ratings credit analyst Clayton D Montgomery. S&P expects the firm's Energy Fund XVII to be the primary driver of earnings growth and deleveraging in 2017. Although the exact timing of the fundraise is unclear, S&P's base case scenario for next year incorporates a meaningful level of earnings growth derived from this fund as well as other smaller funds EIG is currently raising money for. In the third quarter, EIG amended its first lien senior secured notes due 2018. Under the amendment, the $52.5 million outstanding in notes will no longer amortize resulting in a single bullet payment due in July 2018. While S&P views this amendment as supportive of the firm's liquidity position over the near term, the firm will now have more debt outstanding than S&P previously projected pressuring our forecasted leverage and interest coverage metrics somewhat. S&P do not expect EIG's liquidity to improve meaningfully through year-end and into 2017. Instead, S&P believes that EIG's investment needs, distributions and equity redemption payments will continue to limit the firm's ability to build cash. EIG had $24 million in cash as of Sept. 30, down from $40 million at year-end 2015. Given the firm's debt amendment, S&P now believes more debt will be outstanding in its default scenario than it previously incorporated. Due to this, S&P has revised its recovery expectations on the firm's first lien notes. S&P's analysis suggests a recovery in the lower half of the 50-70% range versus its previous expectations of a recovery in the upper half of the 50-70% range. The stable outlook reflects S&P's expectation for EIG to demonstrate meaningful fee-paying AUM and EBITDA growth in 2017 driving leverage back below 2.0x. It also reflects S&P's expectation for the firm to continue to slowly expand and diversify its product offering, although S&P expects EIG to continue to be highly dependent on its core Energy Funds. S&P could lower the rating if the firm's earnings do not improve in-line with S&P's forecasts and it expects leverage to continue to remain over 2.0x. Furthermore, S&P could lower the ratings if it observes sustained underperformance in the firm's funds such that S&P believes the firm's brand and ability to raise future funds has been meaningfully harmed. An upgrade is unlikely over the next 12 months. However it is possible if EIG grows its fee-paying AUM substantially and demonstrates increased earnings diversification. An upgrade would also be contingent upon the firm improving leverage to below 1.5x and improving interest coverage to above 10x. EIGHT MILE: Unsecureds To Recoup 3% Under Plan ---------------------------------------------- Eight Mile Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined disclosure statement and plan of reorganization. The Debtor will pay a dividend of 3% to the Class 2 General Unsecured Claims, which will be paid over 60 monthly installments in the amount of $701.50. These payments, as with all plan payments, may be prepaid. The General Unsecured Claims total $1,403,010.28. The Debtor reasonably believes that its future operations will generate sufficient funds to satisfy its obligations under the Plan. To the extent that additional funds are necessary, third parties may provide such funds to the Reorganized Debtor. Other sources of cash may be explored and utilized by the Reorganized Debtor to the extent that cash infusions are necessary to meet the obligations of the Plan. It is also contemplated that the final payments under the Plan will be made by refinancing or selling the property, to the extent necessary. By way of example, the rents from Debtor's tenant, 875 Scrap Iron, will assist in funding the plan payments. If necessary, the Reorganized Debtor may, in its sole discretion, seek to obtain refinancing from either a lending institution or from other sources in an effort to satisfy the necessary cash payments described in the Plan. In the event that the Reorganized Debtor obtains financing, it will not obligate the Reorganized Debtor to accelerate any of the payments or obligations set forth in this Plan. There will be no prepayment penalty regarding plan payments. The Disclosure Statement is available at: http://bankrupt.com/misc/mieb16-51252-40.pdf About Eight Mile Holdings Eight Mile Holdings, LLC ,sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mich. Case No. 16-51252) on Aug. 11, 2016. The petition was signed by Joel Silverstein, member. The case is assigned to Judge Mark A. Randon. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Robert Bassel, Esq., who has an office in Clinton, Michigan, serves as the Debtor's counsel. ELIZARDO CRUZ: Unsecureds To Recover 5% Under Plan -------------------------------------------------- Elizardo Matos Cruz filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement referring to the Debtor's plan of reorganization. Class 4 General Unsecured Creditors will receive a distribution equal to 5% of its allowed claim pursuant to the terms and conditions of the Plan, that is during the six years following the effective date. Class 4 is impaired by the Plan. The Plan will be funded by cash on hand at the Effective Date. Future income from savings on reduction of operational expenses maintaining and increasing the services provided to patients will be used also for the payment plan. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-02354-53.pdf The Plan was filed by the Debtor's counsel: Luis D. Flores Gonzalez, Esq. LUIS D. FLORES GONZALEZ 121505 Attorney for Debtor Georgetti No. 80 Suite 202 RioPiedras, Puerto Rico 00925 Tel: (787) 758-3606 E-mail: ldfglaw@yahoo.com ldfglaw@coqui.net Elizardo Matos Cruz sought chapter 11 protection (Bankr. D.P.R. Case No. 16-02354) on March 29, 2016. The Debtor is represented by lawyers at Luis D Flores Gonzalez, Esq. ELOY LEAL: Court Approves Disclosure Statement ---------------------------------------------- The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas has approved Eloy Leal's disclosure statement filed on Oct. 6, 2016, for the Debtor's Chapter 11 plan of reorganization filed on Oct. 6, 2016. As reported by the Troubled Company Reporter on Oct. 25, 2016, the Court had earlier issued an order conditionally approving the Debtor's disclosure statement allowing him to start soliciting votes from creditors. Class 3 General Unsecured Class Unsecured portion of Internal Revenue Service are impaired. Distributions will be paid starting 60 days after Confirmation, over a ten-year period. Payments and distributions under the Plan will be funded by the normal operations of the insurance agency. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb15-44232-73.pdf Eloy Leal filed a voluntary petition for relief under Chapter 7 on Oct. 22, 2015. On April 11, 2016, the Debtor converted the case to a Chapter 11 case (Bankr. N.D. Tex. Case No. 15-44232). The Debtor is represented by Craig D. Davis, Esq., at Davis, Ermis & Roberts, P.C., in Arlington, Texas. EMPYREAN TOWERS: Hires Tony Ruch as Special Counsel --------------------------------------------------- Randy Sugarman, the Chapter 11 Trustee of Empyrean Towers, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Tony Ruch as special counsel to the Trustee. Mr. Sugarman requires Tony Ruch to represent the Debtor in all matters related to unlawful detainer and other tenant issues in the bankruptcy case. To the best of the Trustee's knowledge that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Tony Ruch can be reached at: Tony Ruch, Esq. LAW OFFICES OF TONY RUCH 1815 Egbert Ave San Francisco, CA 94124 About Empyrean Towers Empyrean Towers, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 15-42341) on July 30, 2015. The petition was signed by Alice Tse, manager. The Debtor is represented by Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes and Kuhner, P.C. The case is assigned to Judge Roger L. Efremsky. The Debtor disclosed total assets of $6 million and total debt of $5.2 million. EP ENERGY: S&P Lowers Rating on Priority-Lien Term Loan to 'B-' --------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on EP Energy LLC's priority-lien term loan due 2021 to 'B-' from 'B', and revised the recovery rating to '5' from '4'. The '5' recovery rating indicates S&P's expectation of modest (10%-30%; lower end of the range) recovery in the event of a payment default. The downgrade of the priority-lien term loan follows EP's announcement that it has upsized its senior secured note issuance, which is senior to the term loan, to $500 million from $350 million. As a result of the additional priority debt, recovery expectations for the priority-lien term loan fall to '5', indicating S&P's expectation of modest (10%-30%, lower end of range) recovery in the event of a payment default, from '4'. As a result, S&P lowered the related issue-level rating to 'B-' from 'B'. S&P used a company-provided midyear 2016 valuation of EP's reserves in S&P's recovery analysis, computed at its recovery price deck assumptions of $50 per barrel West Texas Intermediate crude oil and $3.00 per mmbtu Henry Hub natural gas. The recovery and issue-level ratings for the new senior secured notes, second-lien secured term loans and senior unsecured debt are unchanged. The 'B' corporate credit rating and negative outlook on EP are unaffected. RATINGS LIST EP Energy LLC Corporate credit rating B/Negative/-- Issue-Level Rating Lowered; Recovery Rating Revised To From EP Energy LLC Sr secd priority-lien term loan B- B Recovery Rating 5L 4L ESPRESSO DREAM: Selling Four New York Coffee Shop Assets for $230K ------------------------------------------------------------------ Espresso Dream, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the bidding procedures in connection with the sale of substantially all assets of its four coffee shops in New York for $230,000, subject to overbid. The Debtor owns and operates 5 coffee shops located throughout New York City. The Debtor was formed for the initial purpose of obtaining non-residential real property leases that could be used for food services operations. The Debtor obtained leases for 5 locations ("Store Locations"): a. Broadway, New York, New York ("1 Broadway"); b. 201 West 21st Street, New York, New York ("Chelsea"); c. 42 East 46th Street, New York, New York ("Roosevelt Hotel"); d. 8 West 46th Street, New York, New York ("West 46th Street"); and e. 2541 Broadway, New York, New York ("Upper West Side"). In 2013, the Debtor allowed one of its former, non-member managers, Shlomo Levi, to sublet informally (i.e., no written sublease) the Debtor's leaseholds so that he could operate them as Filicori branded coffee shops, independently of the Debtor. Mr. Levi, through his own entities, entered into separate agreements with Gruppo Industriale Filicori-Zecchini S.P.A. and Filicori Zecchini USA, Corp. to operate Filicori branded coffee shops at the locations informally sublet to him by the Debtor. The Debtor was never a party to any franchise agreement or any other contract with Filicori, and the Debtor was therefore not bound by any provisions of any franchise agreement, including non-compete provisions. The Debtor's arrangement with the Filicori Operator seemed to work well for a while but, in early 2016, the Debtor learned that Mr. Levi and Filicori had a falling out. The Debtor also had a dispute of its own with Mr. Levi and thereafter terminated him as a manager of the Debtor, terminated the informal sublease arrangements with Mr. Levi's entities (in one case going so far as to file a landlord-tenant proceeding to obtain warrant of eviction), and severed all ties with Mr. Levi. Upon information and belief based on court filings, in April 2016, Filicori held the Filicori Operator in default of the franchise agreements between those parties, and obtained an Arbitration Award terminating the franchise agreement and enforcing the non-compete provisions contained in the franchise and area distribution agreements. Thereafter, Filicori sought to confirm the Arbitration Award in the New York Supreme Court against certain of the Filicori Operator entities ("State Court Action"). On July 11, 2016, the State Court granted a preliminary injunction in aid of arbitration against the Filicori Operator that enjoined the Filicori Operator. On July 15, 2016, the state court entered a judgment against the Filicori Operator based on the preliminary injunction order. At some point thereafter, the Debtor resumed operations at the Store Locations, with a business plan to operate the Store Locations as a health conscious, price conscious small restaurant/cafe. As the Debtor has been finalizing the design and menu for its concept, in or to preserve cash flow, good will, and the jobs of the employees, in the interim it had admittedly resumed operations of the Store Locations as coffee shops, in some instance under the name Espresso Matto and others as Filicori Zecchini. Since the state court injunction did not bar the Debtor from going back into the food service business, including operating cafes, at the Store Locations under a different name with no connection to Filicori, the Debtor started doing so under the name Espresso Matto. On Aug. 15, 2016, Filicori obtained from the state court an Order/Warrant for Closing to Enforce Judgment dated Aug. 15, 2016. The enforcement of the Warrant was initially stayed based upon a chapter 11 bankruptcy filing by the Filicori Operator, but on Sept. 28, 2016, the Bankruptcy Court granted partial relief from the automatic stay imposed by the Filicori Operator's bankruptcy filing to permit the state court action to proceed with enforcement of the state court orders. That afternoon, the Sheriff of the City of New York executed upon the Warrant against the businesses that the Debtor was then operating at the Store Locations, which were abruptly closed by the Sheriff. The Sheriff also closed the Debtor's corporate office where all of its books and records are located. The Sheriff further locked the Debtor out of its storage facility located at 45 East 45th Street, New York, New York. The closure of the Debtor's Store Locations by the Sheriff prompted the Debtor to file the Chapter 11 Case and seek bankruptcy relief and protections to protect its valuable assets. Since the closure of the Store Locations, the Debtor's manager, Moshe Maman, was contacted by numerous parties interested in acquiring the leasehold interests in several of the Store Locations. The Debtor pursued these leads and procured offers on 4 of the leases and related assets ("Sale Assets"), which will provide value to the Debtor's estate. The offers are: Arrears Location Through 11/30/16 Offer Net Benefit -------- ---------------- ----- ----------- a. 1 Broadway $12,830 $5,000 $22,170 b. Chelsea $51,500 $60,000 $8,500 c. Roosevelt Hotel $28,691 $65,000 $36,309 d. Upper West Side $65,000 $100,000 $35,000 The Debtor is seeking to further maximize the value of the Sale Assets by seeking to retain Auction Advisors, LLC to, inter alia, market the Assets and conduct an auction sale. The Auctioneer will conduct an accelerated marketing campaign and implement an auction sale of the Assets on Nov. 29, 2016. The Debtor has received term sheets from the proposed purchasers on the Sale Assets. The Debtor is currently circulating a form of Asset Purchase Agreement ("APA") which it is finalizing with each respective purchaser. Prior to the Auction, the Debtor will file the executed the APA with each purchaser. A copy of the term sheets attached to the Motion is available for free at: http://bankrupt.com/misc/Espresso_Dream_45_Sales.pdf Subject to the Court's approval of higher and/or better offers through an auction process, the Debtor seeks approval to sell the Sale Assets on these terms and conditions: a. 1 Broadway: i. Seller: Espresso Dreams, LLC ii. Purchaser: Michael Ezekial, or his designee iii. Purchase Price: $35,000 iv. Deposit: $3,500, payable upon execution of the APA. v. Property (i) The Debtor's leasehold interest in the nonresidential real property lease for the retail space located at 1 Broadway, New York, New York; (ii) Equipment, furniture, and fixtures located at the premises; (iii) Non-perishable inventory; and (iv) Security Deposit in the amount of $30,954. vi. Representations and Warranties; Covenants: The representations and warranties and covenants are customary for a transaction of this type, including, without limitation, representations and warranties regarding the authority to enter into the sale transaction and the agreement to abide by all laws with respect to the sale, litigation, material contracts, permits, environmental matter, ownership of property, taxes and condition of the property, the best efforts of the parties, notices and consents, access to information and the risk of loss. vii. Closing Date: The closing of the transactions contemplated by the Agreement will take place no later than 3 business days following Court approval of the APA at the offices of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, or such other place as the parties will mutually agree. b. Chealsea: i. Seller: Espresso Dreams, LLC ii. Purchaser: Nathan Iluz, Simul, LLC, or their designee iii. Purchase Price: $60,000 iv. Deposit: $6,000, payable upon execution of the APA. v. Property: (i) The Debtor's leasehold interest in the nonresidential real property lease for the retail space located at 201 West 21st Street, New York, New York; (ii) Equipment, furniture, and fixtures located at the premises; (iii) Non-perishable inventory; and (iv) Security Deposit in the amount of $35,000. vi. Representations and Warranties; Covenants: The representations and warranties and covenants are customary for a transaction of this type, including, without limitation, representations and warranties regarding the authority to enter into the sale transaction and the agreement to abide by all laws with respect to the sale, litigation, material contracts, permits, environmental matter, ownership of property, taxes and condition of the property, the best efforts of the parties, notices and consents, access to information and the risk of loss. vii. Closing Date: The closing of the transactions contemplated by the Agreement will take place no later than 3 business days following Court approval of the APA at the offices of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, or such other place as the parties will mutually agree. c. Roosevelt Hotel: i. Seller Espresso Dreams, LLC ii. Purchaser: Nathan Iluz, Simul LLC, or their designee iii. Purchase Price: $65,000 iv. Deposit: $6,500, payable upon execution of the APA. v. Property: (i) The Debtor's leasehold interest in the nonresidential real property lease for the retail space located at 42 East 46th Street, New York, York; ii) Equipment, furniture, and fixtures located at the premises; (iii) Non-perishable inventory; and (iv) Security Deposit in the amount of $60,000. vi. Representations and Warranties; Covenants: The representations and warranties and covenants are customary for a transaction of this type, including, without limitation, representations and warranties regarding the authority to enter into the sale transaction and the agreement to abide by all laws with respect to the sale, litigation, material contracts, permits, environmental matter, ownership of property, taxes and condition of the property, the best efforts of the parties, notices and consents, access to information and the risk of loss. vii. Closing Date: The closing of the transactions contemplated by the Agreement will take place no later than 3 business days following Court approval of the APA at the offices of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, or such other place as the parties will mutually agree. d. Upper West Side: i. Seller: Espresso Dreams, LLC ii. Purchaser: Michael Ezekial, or his designee iii. Purchase Price: $100,000 iv. Deposit: $10,000, payable upon execution of the APA. v. Property: (i) The Debtor's leasehold interest in the nonresidential real property lease for the retail space located at 2541 Broadway, New York, New York; (ii) Equipment, furniture, and fixtures located at the premises; (iii) Non-perishable inventory; and (iv) Security Deposit in the amount of $90,000. vi. Representations and Warranties; Covenants: The representations and warranties and covenants are customary for a transaction of this type, including, without limitation, representations and warranties regarding the authority to enter into the sale transaction and the agreement to abide by all laws with respect to the sale, litigation, material contracts, permits, environmental matter, ownership of property, taxes and condition of the property, the best efforts of the parties, notices and consents, access to information and the risk of loss. vii. Closing Date: The closing of the transactions contemplated by the Agreement will take place no later than 3 business days following Court approval of the APA at the offices of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, or such other place as the parties will mutually agree. In order to ensure that the highest and best offer is received for the Sale Assets, the Debtor has established the proposed Bidding Procedures to govern the submission of competing bids at an auction. In summary, the Bidding Procedures provide that the auction will be an ascending, "live/open outcry" auction to be conducted on Nov. 29, 2016 at 12:00 p.m. (EST). The Aauction will be held at the offices of Auction Advisors in midtown Manhattan, 1350 Avenue of the Americas, 2nd Floor, New York, New York. Bidders will be given the opportunity to bid on any 1 property, or all 4 together. Bidders would need to prequalify financially and in order to participate at the Auction, must be prepared to post a hard deposit of $10,000 per property in the form of a bank check. Such initial deposit must be increased to 25% of bid amount by 10:00 a.m. on Nov. 30, 2016. The Auctioneer will have the discretion to adjust bidding increments at the Auction, based up on the bidding activity. All bids submitted for the purchase of the Sale Assets will remain open, and all deposits held in the attorney escrow account of the Debtor's counsel until the sale of the Sale Assets to the Successful Bidder is consummated. In the event that the Successful Bidder is unable to consummate on the sale of the Restaurant, the next highest and/or best bidder ("Backup Bidder") will then be required to consummate on the sale. In connection with the contemplated Sale, the Debtor is seeking to assume and assign its interest in nonresidential real property leases for the 4 store locations at 1 Broadway, Chelsea, Roosevelt Hotel, and Upper West Side. In order for the Debtor to assume these leases, the Debtor is required to cure all monetary defaults under the lease. The Debtor asserts the monetary cure amounts (through Nov. 30, 2016) for each location as follows: (i) 1 Broadway: $12,830; (ii) Chelsea: $51,500; (iii) Roosevelt Hotel: $28,691; and Upper West Side: $65,000. The Debtor submits that the deadline for the counter-parties to file a Notice of Counter-Cure Amount should be Nov. 25, 2016 at 4:00 p.m. (EST). In connection with the sale of Assets, the Debtor seeks authority to assume and assign the Debtor's interest in the nonresidential real property leases for 1 Broadway, Chelsea, Roosevelt Hotel, and Upper West Side ("Assumed Agreements"), to the Successful Bidder. To enable the Debtor to sell all of the Sale Assets, the Debtor asks authority to assume and assign the Assumed Agreements to the Successful Bidder following the Auction. To the extent the Stalking Horse bidders seek break-up fees, or expenses reimbursements, such request will be made by supplemental pleadings to be filed and determined at the Sale Approval Hearing to be scheduled by the Court. The Debtor is not operating and has no ability to generate a cash flow to pay any of its post-petition administrative expenses, including rent to its landlords. This reprieve expires on Nov. 30, 2016, at which point, without any payments being made to the landlords, sufficient cause may exists to grant relief from the automatic stay to the landlords. Thus, the Debtor requires and necessitates and expedited sale process by which the Sale Procedures Order is approved and entered the week of Nov. 21, 2016, and a hearing on Sale Approval no later than Nov. 30, 2016. Accordingly, the Debtor is seeking consideration of the Sale Procedures Order, and thereafter Sale Approval Order, on shortened notice. Therefore, the Debtor asks that the Court enter order shortening time pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy Procedure so that the hearing to consider entry of (a) the Bidding Procedures Order may be heard on Nov. 22, 2016, and (b) the Sale Approval Order may be heard on Nov. 30, 2016. The Purchaser of 1 Broadway and Upper West Side can be reached at: Michael Ezekial Spreads Sandwich Shop 441 Park Ave. South New York, NY 10016 Telephone: (212) 758-5555 About Espresso Dream Espresso Dream LLC filed a Chapter 11 petition (Bankr. S.D. N.Y. Case No.: 16-12749) on September 30, 2016, and is represented by Jonathan S. Pasternak, Esq., in White Plains, New York. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $500,000 to $1 million in estimated liabilities. The petition was signed by Moshe Maman, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. EVERGREEN HEALTH: Hires Strobl & Sharp as Bankruptcy Counsel ------------------------------------------------------------ Evergreen Health Services, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Strobl & Sharp, P.C. as bankruptcy counsel to the Debtors. Evergreen Health requires Strobl & Sharp to: (a) advise the Debtors with respect to their powers and duties as Debtors-in-Possession in the continued management and operation of the Health Services businesses and assets; (b) attend meetings and negotiate with representatives of creditors and other parties in interest; (c) take all necessary action to protect and preserve the Debtors' estate, including the prosecution of actions on the Debtors' behalf, the defense of any action commenced against the Debtors, negotiations concerning all litigation in which the Debtors are involved, and objections to claims filed against the Debtors' estates; (d) prepare on behalf of the Debtors all motions, applications, answers, orders, reports, and papers necessary to the administration of their estates; (e) negotiate and prepare on behalf of the Debtors a plan of reorganization, disclosure statement, and all related agreements and documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plan; (f) represent the Debtors in connection with obtaining post- petition loans; (g) advise the Debtors in connection with the sale of assets; (h) appear before this Court, any appellate courts, and the United States Trustee and protect the interests of the Debtors' estates before such Courts and the United States Trustee; (i) consult with the Debtors regarding tax matters, including the preparation of the Kelterborns' short year 2016 tax return, Form 1040, under Section 1398 of the Internal Revenue Code; (j) represent the Debtors before taxing authorities and other Regulatory agencies as required; and (k) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with the Chapter 11 case. Prior to the Petition Date, Strobl & Sharp received $6,546 for services rendered and the amount of $3,434 as filing fees. The Debtors deposited the amount of $4,500 to Strobl & Sharp's trust account on a monthly basis beginning on October 15, 2016. As of November 1, 2016, the Debtors have not made a deposit into Strobl & Sharp's client trust account. Lynn M. Briner, member of Strobl & Sharp, 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. Strobl & Sharp can be reached at: Lynn M. Briner, Esq. STROBL & SHARP, P.C. 300 East Long Lake Road, Suite 200 Bloomfield Hills, MI 48304-2376 Tel: (248) 540-2300 Fax: (248) 645-2690 E-mail: lbrimer@stroblpc.com About Evergreen Health Services Evergreen Health Services, Inc., filed a chapter 11 petition (Bankr. E.D. Mich. Case No. 16-53329) on Sept. 28, 2016, the same date that Janis Meredith-Kelterborn, the Debtor's sole shareholder, officer and director, filed a joint voluntary chapter 11 petition with her husband Richard Kelterborn. The Debtor is represented by Lynn M. Brimer, Esq. and Pamela S. Ritter, Esq., at Strobl & Sharp, P.C. FELAHY LAW GROUP: Hearing on Plan Disclosures Approval on Dec. 15 ------------------------------------------------------------------ Felahy Law Group, APC, filed with the U.S. Bankruptcy Court for the Central District of California a motion for court order approving the Debtor's amended disclosure statement referring to the Debtor's plan of reorganization. A hearing to consider the request is set for Dec. 15, 2016, at 1:30 p.m. Class 2 Unsecured Claims totaling $727,560.06 are impaired and will be paid a total amount of $22,500. Most likely, general unsecured creditors can expect payment on March 1, 2017, in the amount of $375 and continuing every month for 60 months. Creditors and interest-holders will be paid through future earnings from continued operations of the Debtor. Allen Felahy as an individual will be paying the monthly plan payment contemplated by the Debtor's Plan. These payments are a gift and not a loan to the Debtor. The Debtor's plan payment will be made monthly by Allen Felahy from an account he will establish with sufficient funds to pay the proposed plan payments for 60 months. The Disclosure Statement is available at: http://bankrupt.com/misc/cacb16-12068-97.pdf Felahy Law Group, APC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-12068) on Feb. 19, 2016, estimating less than $1 million in assets and debt. The Debtor is represented by Todd B. Becker, Esq., at Law Offices of Todd B Becker. FIRST PENTECOSTAL: Hires Matthews & Nulty as Accountant ------------------------------------------------------- First Pentecostal Prayer of Faith Church, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Matthews & Nulty, Inc., as accountant for Debtor-in-Possession. The Debtor requires Matthews & Nulty to: a. render accounting services, tax preparation and tax advise; and b. assist with monthly operating reports and cash flow projections for plan. The Debtor will compensate Matthews & Nulty at $100 per hour. Michael W. Nulty, CPA, member of Matthews & Nulty, 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 Debtor and its estates. Matthews & Nulty may be reached at: Michael W. Nulty, CPA Matthews & Nulty, Inc. 197 State Route 18, Suite 260 East Brunswick, NJ 08816 Phone: (732)257-8604 ?? About First Pentecostal First Pentecostal Prayer of Faith Church Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-30354) on October 25, 2016.????The petition was signed by Bishop Arthur C. Naylor, senior pastor.????The case is assigned to Judge Michael B. Kaplan. At the time of the filing, the Debtor disclosed $2.68 million in assets and $3.86 million in liabilities. FLETCHER INTERNATIONAL: 2d Circ. Won't Vacate Trustee's Appointment ------------------------------------------------------------------- The United States Court of Appeals for the Second Circuit affirmed the judgment of the district court, which affirmed the bankruptcy court's order denying Alphonse Fletcher, Jr.'s motions to (1) vacate the appointment of the Chapter 11 trustee, Richard J. Davis, and the professionals he retained, and (2) disgorge their fees and expenses. The Second Circuit first concluded that the bankruptcy court did not abuse its discretion in denying Mr. Fletcher's motion on the ground that Mr. Fletcher had repeatedly failed to file proper papers and comply with court orders in connection with his application. The Second Circuit found that Mr. Fletcher did not timely object to the appointment of the Trustee or the professional firms he retained as his counsel and special consultant. Mr. Fletcher raised his conflict-of-interest allegations well over a year after the court approved those appointments and only after the Trustee filed a report finding that Mr. Fletcher had defrauded his investors and proposed a liquidation plan that deeply subordinated Mr. Fletcher's claims. The Second Circuit also found that neither did the bankruptcy court abuse its discretion in determining that Mr. Fletcher's various filings did not give rise to any viable theory of conflict. The Second Circuit found that the Trustee's alleged conflicts of interest were primarily based on professional relationships between the firm at which he was formerly a partner, Weil Gotshal & Manges LLP, and entities in some way affiliated with the defendants in an unrelated litigation brought by Mr. Fletcher involving his cooperative apartment building. The appellate court held that Mr. Fletcher's conclusory accusations of fraud and attenuated allegations of conflict are fundamentally insufficient to remove a Chapter 11 trustee. The court also noted that neither did Mr. Fletcher plausibly allege actual injury to the debtor's interests. With respect to Mr. Fletcher's efforts to vacate the appointments of the retained professionals based on their connections with various third parties, the Second Circuit likewise found that Mr. Fletcher's conclusory allegations failed to raise any presently held conflict with the debtor's estate. For the same reasons, the Second Circuit held that the bankruptcy court did not abuse its discretion in denying Mr. Fletcher's request that it disgorge the Trustee's and the retained professionals' compensation or in declining to hold an evidentiary hearing. The appeals case is Alphonse Fletcher, Jr., Appellant, v. Richard J. Davis, Appellee, No. 15-2991-bk (2nd Cir.), relating to In the Matter of: Fletcher International, Limited. Fletcher International, Limited, Debtor. A full-text copy of the Second Circuit's November 3, 2016 summary order is available at https://is.gd/UkOv92 from Leagle.com. Michael Luskin, Esq. Lucia T. Chapman, Esq. Stephan E. Hornung, Esq. LUSKIN, STERN & EISLER LLP Eleven Times Square 8th Ave. & 41st St. New York, NY 10036 Tel: (212)597-8200 Email: luskin@lsellp.com chapman@lsellp.com hornung@lsellp.com About Fletcher International Fletcher International, Ltd., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. was managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case, has hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his counsel. The Chapter 11 trustee filed a proposed liquidating Plan in November 2013. The disclosure statement was approved on Jan. 17, 2014. Judge Gerber has confirmed the Second Amended Plan of Liquidation late in March 2014. GABEL LEASE: U.S. Trustee Forms 3-Member Committee -------------------------------------------------- The Office of the U.S. Trustee on Nov. 21 appointed three creditors of Gabel Lease Service, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Amerijet 418 S. Franklin St. Ness City, KS 67560-2022 Email: amerijet@theelitesuites.com (2) Thomas Larson Larson Engineering, Inc. 562 W. State Rd. 4 Olmitz, KS 67564 Email: thomas@larseneng.net (3) McDonald Tank Co. P.O. Box 1265 Great Bend, KS 67530 Email: lance@ruraltel.net Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Gabel Lease Service Gabel Lease Service, Inc. operates as a roustabout company in and around Ness City, Kansas. GLS also sells pumping units to customers. Due to the current economic climate, GLS's business suffered a significant decrease in cash flow. The drop in oil-and-gas prices has decreased the frequency in which GLS provides roustabout services to customers and decreased the number of customers willing to purchase pumping units from GLS. Early 2016, Larson Engineering, Inc., d/b/a Larson Operating Co., filed suit against GLS in Ness County District Court, alleging that it purchased 28 Gabel pumping units in 2008 and 2009 from GLS and took delivery of only 5 pumping unit over a 5-year period. Eventually, on Dec. 7, 2015, Larson claims it demanded the delivery of the remaining units and filed suit when GLS failed to do so. Facing the Larson Suit and other cash-flow problems, Gabel Lease Service filed a Chapter 11 petition (Bankr. D. Kan. 16-11948), on Oct. 5, 2016. The case is assigned to Judge Robert E. Nugent. The petition was signed by Brian Gabel, president. The Debtor is represented by Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million in estimated liabilities. GARRETT PROPERTIES: Disclosure Statement Hearing on Dec. 21 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of West Virginia is set to hold a hearing on December 21, at 1:30 p.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of reorganization of Garrett Properties LLC. The hearing will take place at the Bankruptcy Courtroom, Robert C. Byrd U.S. Courthouse, 300 Virginia Street East, Charleston, West Virginia. Objections are due by December 5. Under the plan, Class 3 general unsecured creditors will receive a distribution of 1% of their allowed claims. Payments will be funded both by the ongoing operating income of the Debtor and by sale of assets. About Garrett Properties Headquartered in Charleston, West Virginia, Garrett Properties, LLC, is a limited liability company. Since Aug. 17, 2004, the Debtor has been in the business of owning, holding and renting commercial and residential real estate. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Ronald G. Pearson presides over the case. James M. Pierson, Esq., at Pierson Legal Services serves as the Debtor's bankruptcy counsel. GEORGE RETOS: Disclosure Statement Hearing on Dec. 13 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania is set to hold a hearing on December 13, at 10:00 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan filed by George Retos on November 1. The hearing will take place at Courtroom D, 54th Floor, U.S. Steel Tower, 600 Grant Street, Pittsburgh, Pennsylvania. Objections are due by December 6, 2016. George Retos sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 15-24163) on November 13, 2015. The case is assigned to Judge Jeffery A. Deller. The Debtor is represented by Robert O Lampl, Esq. GERALD YEBOAH OMARI: Files Amended Disclosure Statement ------------------------------------------------------- Gerald Yeboah Omari filed with the U.S. Bankruptcy Court for the District of Maryland an amended disclosure statement, which explains his proposed plan to exit Chapter 11 protection. Under the latest restructuring plan, holders of Class 18 unsecured claims will be paid monthly at a pro rata share of cash distributions after payments of administrative expense claims, secured claims, and priority claims. Holders of Class 18 unsecured claims will receive a floor base of 10% minimum on their allowed amounts, with a surplus if any that is realized from reserves. Upon completion of payments, Class 18 claims will be discharged, according to the disclosure statement filed on November 3. A copy of the disclosure statement is available for free at https://is.gd/mCoR1m The Debtor is represented by: John D. Burns, Esq. The Burns Law Firm, LLC 6303 Ivy Lane; Suite 102 Greenbelt, Maryland 20770 Phone: (301) 441-8780 About Gerald Yeboah Omari Gerald Yeboah Omari is an accountant and real estate investor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 14-19725) on June 17, 2014. GOLFSMITH INT'L: Seeks Approval of Key Employee Retention Plan -------------------------------------------------------------- BankruptcyData.com reported that Golfsmith International Holdings filed with the U.S. Bankruptcy Court a motion for entry of an order approving the Debtors' key employee retention program (KERP). The motion explains, "To successfully implement the recent sale of substantially all of Golfsmith's assets, the sale of Golf Town and related transition services, and the orderly wind down of the Debtors' estates, the Debtors must retain certain key employees. These employees are crucial, based on their experience, institutional knowledge, expertise, and vendor relationships, to providing services supporting (i) the store liquidations and transactions currently taking place as part of the sale of assets recently approved by the Court, (ii) the Transition Services Agreement with the Canadian purchaser of Golf Town (the 'TSA'), and (iii) the wind-down of the Debtors' bankruptcy estates. Accordingly, subject to the Court's approval, the Debtors intend to adopt a Key Employee Retention Plan (the 'KERP') under which 127 of the Debtors' non-insider employees (collectively, the 'Key Employees') will be incentivized to remain employed by the Debtors. Moreover, the KERP will provide additional motivation for the Key Employees to accept the substantial additional responsibilities that they have been assigned in connection with the accelerated push-out of inventory to Golfsmith stores required in connection with the sale of Golfsmith. Accordingly, the Debtors submit that implementation of the KERP is essential to their efforts to maximize the value of their estates and should be approved. The maximum aggregate amount of Retention Bonuses that would be paid under the KERP is approximately $955,000, with an estimated average Retention Bonus per Key Employee of approximately $6,700. Significantly, $655,000 of the KERP will be funded from the Golf Town purchase price as consideration for the support services that Golfsmith is required to provide under the TSA." The Court scheduled a December 5, 2016 hearing to consider the KERP motion, with objections due by November 28, 2016. About Golfsmith International Headquartered in Austin, Texas, Golfsmith International Holdings, Inc., the parent company of Golfsmith International, Inc., is a holding company. The Company is a specialty retailer of golf and tennis equipment, apparel, footwear and accessories. The Company operates as an integrated multi-channel retailer, providing its customers the convenience of shopping in the retail stores across United States, through its Internet site, http://www.golfsmith.com/,and from its catalogs. The Company offers a product selection that features national brands, pre-owned clubs and its branded products. It offers a number of customer services and customer care initiatives, including its club trade-in program, 30-day playability guarantee, 115% low-price guarantee, its credit card, in-store golf lessons, and SmartFit, its club-fitting program. As of Jan. 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and 12 affiliates filed Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept. 14, 2016, and are represented by Mark D. Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal North America, LLC. The Debtors' investment banker is Jefferies LLC. The Debtors' claims, noticing and solicitation agent is Prime Clerk LLC. Pope Shamsie & Dooley LLP serves as tax accountants. At the time of filing, the Debtor had $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee hires Cooley LLP as lead counsel, Chaitons LLP as Canadian counsel, Polsinelli PC as Delaware counsel, Province, Inc. as financial advisor, and A&G Realty Partners as real estate advisor. GOUVIS RESTAURANT: Case Summary & 12 Unsecured Creditors -------------------------------------------------------- Debtor: Gouvis Restaurant, Inc. d/b/a Bright Star Diner P.O. Box 82 Central Valley, NY 10917 Case No.: 16-36975 Chapter 11 Petition Date: November 21, 2016 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Hon. Cecelia G. Morris Debtor's Counsel: Thomas Genova, Esq. GENOVA & MALIN, ATTORNEYS Hampton Business Center 1136 Route 9 Wappingers Falls, NY 12590-4332 Tel: (845) 298-1600 Fax: (845) 298-1265 E-mail: genmallaw@optonline.net Total Assets: $20,381 Total Liabilities: $1.07 million The petition was signed by Peter Gouvis, president. A copy of the Debtor's list of 12 unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-36975.pdf GRAND PANAMA: Hearing on Disclosure Statement Set For Dec. 15 ------------------------------------------------------------- The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida has scheduled for Dec. 15, 2016, at 10:00 a.m. Central Time the hearing to consider the approval of Grand Panama Resort Properties, LLC's disclosure statement dated Nov. 7, 2016, referring to the Debtor's plan of reorganization dated Nov. 7, 2016. Dec. 8, 2016, is the last day for filing and serving written objections to the disclosure statement. On or before Nov. 15, 2016, the debtor???in???possession or proponent of the plan will transmit the Disclosure Statement and Plan to any trustee, each committee appointed, the Securities and Exchange Commission and any party-in-interest who has requested or requests in writing a copy of the Disclosure Statement and Plan. Grand Panama Resort Properties, LLC, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-50218-KKS) on Aug. 11, 2016. The petition was signed by Chad Wade, registered agent. The Debtor is represented by Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A. The case is assigned to Judge Karen K. Specie. The Debtor has been engaged in rental vacation real estate at Grand Panama Beach Resort Condominium in Bay County, Florida. The Debtor disclosed $1.14 million in assets and $1.34 million in liabilities. GREENHUNTER RESOURCES: Wants Exclusivity Extended Thru Jan. 13 -------------------------------------------------------------- BankruptcyData.com reported that GreenHunter Resources filed with the U.S. Bankruptcy Court a motion to extend by 60 days the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including Jan. 13, 2017 and March 13, 2017, respectively. The motion explains, "This is the Debtors' third request for extension of the Exclusive Periods. The Debtors have made significant progress in the Chapter 11 cases. The Debtors have been in active negotiations with their secured creditors and have resolved such issues. The requested extensions of the Exclusive Periods will provide the Debtors and all other parties-in-interest an opportunity to develop fully the grounds upon which serious negotiations toward a Chapter 11 Plan can be based. At this point, the main issue in the case involves the lien of the Debtors' prepetition secured creditor. If that issue can be resolved, then the Debtors will be able to file a liquidating plan, which would be beneficial to the unsecured creditors. Accordingly, the Debtors should be granted a full and fair opportunity to negotiate, propose and seek acceptance of a Chapter 11 Plan." About Greenhunter Resources GreenHunter Resources, Inc., and 12 of its affiliates, providers of water management services, each filed a Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 16-40956) on March 1, 2016. Kirk J. Trosclair, the executive vice president and chief operating officer, signed the petitions. Judge Russell F. Nelms has been assigned the case. The Debtors disclosed total assets of $36.29 million and total debt of $29.05 million. The Debtors have about $6 million in unsecured debt. Singer & Levick, P.C., serves as the Debtors' counsel. GULF COAST: Brannen Buying Miramar Beach Property for $430K ----------------------------------------------------------- GulfCoast Specialty Products & Services, Inc., asks the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of real property located at 12889 U.S. Hwy 98 West, Suite 111A, Miramar Beach, Florida, to CF Brannen for $430,000. The Court entered an Order Granting Motion for Authority to Employ Realtor on Jan. 28, 2016 authorizing Brett Stuart of Real Estate International, Inc. to list, market and sell the property. The Order Granting Motion for Authority to Employ Realtor authorizes a sales commission of no more than 6%. The sale of the property is in the best interest of the bankruptcy estate and is necessary to the successful reorganization of the Debtor. The Debtor and the Buyer entered into Commercial Contract, dated Nov. 4, 2016. The Agreement provides for a $430,000 purchase price which Debtor believes to be the fair market value of the Property. A copy of the Commercial Contract attached to the Motion is available for free at: http://bankrupt.com/misc/GulfCoast_Specialty_137_Order.pdf The Debtor has received no other offers for the property. There is a mortgage which encumbers the property owned by Wells Fargo Bank, N.A. which has been provided a copy of the Agreement and a proposed Settlement Statement where in the minimum net proceeds of$398,171 would go to Wells Fargo at the closing. Counsel for Wells Fargo have reviewed the Consent Motion and a Consent Order and have no objection to the Motion or the entrance of the Consent Order. The sale of the property to the Buyer is in the best interests of the estate. The purchase price and sale terms for the property were negotiated in an arms-length transaction. The Debtor believes that the purchase price reflects the fair market value of the property. The Debtor asks the Court to approve the sale of the property free and clear of liens and encumbrances pursuant to 11 U.S.C. Section 363(f) with Wells Fargo receiving the net proceeds of the sale after payment of Broker's commission. The Purchaser can be reached at: CF Brannen Telephone: (305) 396-3088 About GulfCoast Specialty GulfCoast Specialty Products & Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Fla. Case No. 15-31056) on Oct. 19, 2015. The petition was signed by Wayne A. Bernheisel, president. At the time of the filing, the Debtor estimated its assets at $100,000 to $500,000 and debts at $1 million to $10 million. HEATHER HILLS: Hires Johnson Pope as Counsel -------------------------------------------- Heather Hills Estate, LLC seeks authorization from the U.S. Bankruptcy Court for the Midddle District of Florida to employ Johnson, Pope, Bokor, Ruppel & Burns, LLP as counsel to the Debtor. The Debtor requires JP to render all necessary legal services to the Debtor in this bankruptcy case. The JP lawyer who will work on the Debtor's case and his hourly rate is: Michael C. Markham, Esq. $395 JP will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael C. Markham, Esq., shareholder/partner in the law firm of Johnson, Pope, Bokor, Ruppel & Burns, 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. JP may be reached at: Michael C. Markham, Esq. Johnson, Pope, Bokor, Ruppel & Burns, LLP P.O. Box 1100 (33601-1100) 403 E. Madison, Street, Suite 400 Tampa, FL 33602 Telephone: 813-225-2500 Facsimile: 813-223-7118 About Heather Hills Estate, LLC Heather Hills Estate, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D.Fla. Case No. 16-09521) on November 4, 2016.??Johnson, Pope, Bokor, Ruppel & Burns, LLP represents the Debtor as counsel. HECK INDUSTRIES: Mack Financial Services To Recoup 100% Under Plan ------------------------------------------------------------------ Heck Industries, Inc., and Heck Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Louisiana a second amended disclosure statement for the Debtors' second amended joint plan of reorganization as of Nov. 9, 2016. The amendments made in this First Amended Disclosure Statement reflect certain revisions in the treatment of Class 1, 2, and 7 Allowed Claims in the Debtors' Second Amended Joint Plan resulting from additional negotiations and mediation efforts subsequent to the filing of the Debtors' original Plan and Disclosure Statement on Oct. 26, 2016. The total estimate of the allowed Class 3 Secured Claim of Mack Financial Services is $516,426, plus interest and reasonable fees, costs or charges provided for under the agreement, and allowed. The holder of the Class 3 Claim will receive the regular contractual monthly payments due to it under the pre-petition agreements and loan documents, with the first payment being made on the next regular monthly payment date under the Mack Loan Documents that occurs after the Effective Date and subsequent regular monthly payment shall be due on the same of each calendar month thereafter. All arrearages due to Mack, whether pre-petition or post-petition together with any unpaid interest, late charges and reasonable, actual attorney fees (as fixed by the Bankruptcy Court or by agreement between Mack and the Debtors) will be paid in full in additional regular monthly installments in the amount specified in the Mack Loan Documents on the same day of each calendar month after the original maturity date as fixed by the Mack Loan Documents. Estimated percentage recovery for Class 3 Claim is 100%. On and after the Effective Date, the Reorganized Debtors will continue to own and operate its business. Future periodic payments due to the Holders of Class 1, 2, 3, 4, 6, and 7 Claims and to holders of allowed Class 5 Claims selecting Option 2 as required by the Plan will be made by the Reorganized Debtors from revenues derived from those business operations. Unless already paid, the immediate cash payments due to the holders of Allowed Class 5 Claims selecting Option 1 as well as cash payments due to the holders of allowed Class 1 and 2 Claims will be paid from the BP Claim Proceeds currently being held in trust by Debtors' counsel as well as from the Debtors' cash on hand and proceeds of any sales of the Debtors' assets which have occurred during the pendency of this case and which proceeds have not been distributed as of the occurrence of the Effective Date. On and after the Effective Date, the Reorganized Debtors may operate their businesses, may use, acquire and dispose of property, may retain, compensate and pay any professionals or advisors, and compromise or settle any causes of action, claims or interests without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly imposed by the Plan and the Confirmation Order. After payment of all required initial one-time cash payments due under this Plan to Class 1 and 2 Claims, and the payment in full of the 58% one-time cash payments to the Class 5 Claims selecting Option 1, the remaining BP Claim Proceeds will be released to the Debtors by Debtors' counsel to be used as working capital and/or to fund distributions or dividends to Class 8 interests subject to the conditions precedent for same as set forth in the Plan. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/lamb16-10516-389.pdf About Heck Enterprises & Heck Industries Heck Enterprises, Inc., and Heck Industries, Inc., are both Louisiana corporations. Established in 1957 and purchased in 1959 by Wallace E. Heck, Sr., Industries was formerly known as Altex Ready-Mixed Concrete Corporation and is a concrete business which operates primarily in Louisiana (though Industries maintains a batch plant in Mississippi as well). Enterprises was created in 1986 as a holding company for numerous companies, including Industries, which is the sole remaining company owned by Enterprises. Heck Industries, Inc., the owner of a concrete supply business which has operated throughout Louisiana since 1957, sought Chapter 11 protection (Bankr. M.D. La. Case No. 16-10516) on April 29, 2016, in Baton Rouge, Louisiana. The Hon. Douglas D. Dodd is the case judge. William E. Steffes, Esq., Noel Steffes Melancon, Esq., and Barbara B. Parsons, Esq., at Steffes, Vingiello & McKenzie, L.L.C., serve as the Debtor's bankruptcy counsel. The Debtor estimated $1 million to $10 million in assets and debt. Heck Enterprises, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. La. Case No. 16-10514) on April 29, 2016. The petition was signed by Wallace E. Heck, Jr., president and chief executive officer. The Debtor is represented by Noel Steffes Melancon, Esq., Barbara B. Parsons, Esq., and William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC. The case is assigned to Judge Douglas D. Dodd. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. HERCULES OFFSHORE: Plan Confirmation Order Entered -------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware on Nov. 1, 2016, issued a memorandum decision determining to confirm the Modified Joint Prepackaged Chapter 11 Plan of Hercules Offshore, Inc. and certain of its U.S. domestic direct and indirect subsidiaries. On Nov. 15, 2016, the Court entered an order confirming the Plan. The Debtors are expected to consummate the Plan by December 2, 2016, according to an agreement with an ad hoc group of lenders. The Plan contemplates a controlled wind down of the operations of the Debtors and certain of the Company's other domestic and foreign direct and indirect subsidiaries. Pursuant to the Plan, all equity interests in the Company are being canceled and extinguished and a liquidation trust (referred to in the Plan as the Wind Down Entity, the "Wind Down Entity") is being formed to sell, monetize or otherwise dispose of the assets of the HERO Entities. Beneficial interests in the Wind Down Entity will be distributed to former holders of common stock of the Company upon consummation of the Plan. On November 2, 2016, Hercules filed documents with the Securities and Exchange Commission to terminate the registration of its securities. A copy of the Debtors' Modified Joint Prepackaged Chapter 11 Plan is available at https://goo.gl/WY5Jfv A copy of the Confirmation Order is available at https://goo.gl/bueqRE Equity Panel Lost Battle As reported by the Troubled Company Reporter, Bankruptcy Judge Kevin J. Carey overruled the objections filed by the Official Committee of Equity Security Holders and confirmed the Modified Joint Prepackaged Chapter 11 Plan. The Equity Committee's objections centered on: (1) "The Plan Releases and Exculpations Are Impermissible" regarding the Plan releasing claims held by the debtors and other third parties; (2) "The Plan Violates Section 1129(a)(3) of the Bankruptcy Code" because it is not proposed in good faith; (3) The Plan "Violates Section 1129(a)(7) of the Bankruptcy Code" (the "best interest test"); and (4) The Plan "Fails to Satisfy the Cramdown Standard Under Section 1129(b)" (collectively, the "Objections"). Judge Carey said that the releases granted to each of the debtors' and released lender parties' current and former "officers, directors, professionals, advisors, accountants, attorneys, investment bankers, consultants, employees, agents and other representatives" are appropriate. The judge concluded that the Special Committee and Board complied with their fiduciary duties, and ultimately chose the option that they believed would conserve the value of the estates and maximize recovery for all stakeholders, including equity holders. Judge Carey also held that the Plan does not violate the "best interests" test of Section 1129(a)(7) of the Bankruptcy Code. The judge found that the Equity Committee has offered no credible evidence, and that the debtors' liquidation analysis showed that, even in the high range of estimated liquidation values, there would be no excess value to distribute to holders of HERO Common Stock. Lastly, Judge Carey held that the Plan satisfies the cramdown standard under Section 1129(b). The judge found that the Plan is fair and equitable with respect to holders of equity interests in the subject classes. Judge Carey thus concluded that the Plan meets all other applicable requirements of section 1129(a), is fair and equitable, and does not discriminate unfairly with respect to holders of claims or equity interests. The judge found that the Equity Committee failed to create any doubt that the debtor has met its burden to demonstrate that the confirmation requirements are satisfied. The members of the Equity Committee and their equity holdings as of August 16, 2016 are: Centerbridge Credit Partners Master Fund, LP (1,710,352 shares of common stock), Archer Capital Management, LP (499,948 shares of common stock), and Lawrence Callahan (26,000 shares of common stock). A full-text copy of Judge Carey's November 1, 2016 opinion is available at http://bankrupt.com/misc/deb16-11385-465.pdf Amendment No. 3 to RSA The Company and certain of its subsidiaries on May 26, 2016, entered into a Restructuring Support Agreement with an ad hoc group of lenders representing approximately 99% of the obligations outstanding under the credit agreement entered into on November 6, 2015, among the Company and certain of its subsidiaries, as guarantors, and Jefferies Finance LLC, as administrative agent and collateral agent, and the lenders party thereto. The RSA sets forth, subject to certain conditions, the commitment to and obligations of, on the one hand, the HERO Entities, and on the other hand, each of the Ad Hoc Group Members -- and any successors or permitted assigns that become party thereto -- in connection with a controlled wind down of the HERO Entities' operations pursuant to, among other things, a pre-packaged plan. On November 2, 2016, the Company and the other HERO Entities entered into Amendment No. 3 to Restructuring Support Agreement with each of the Ad Hoc Group Members. Pursuant to the RSA Amendment: -- the outside date to enter a confirmation order with the Court is extended to November 11, 2016, which shall be a final order on or before November 25, 2016; -- the outside date to consummate the Plan is extended to December 2, 2016; -- the amount of the Rejection Lender Wind Down Claim (as defined in the Restructuring Support Agreement) is reduced by $32.5 million to $546.5 million; -- if the class of Company common stock votes to reject the Plan, the pro rata amount that each holder of HERO Common Stock receives is increased to also include the Rejection Shareholder Cash Distribution; -- under the terms of the Plan, holders of HERO Common Stock (except for holders of HERO Common Stock that are also First Lien Lenders that are parties to the Restructuring Support Agreement) are not deemed to be released or deemed to have given releases with respect to certain claims or causes of action under the Plan; if the class of HERO Common Stock holders vote to reject the Plan, and upon the payment in full of the Lender Wind Down Claim (as defined in the Restructuring Support Agreement), the two members of the Wind Down Entity Board (as defined in the Restructuring Support Agreement) designated by the Requisite Consenting Lenders (as defined in the Restructuring Support Agreement) shall be replaced by two members designated by the Equity Committee provided, that the Equity Committee shall have designated such members by 11:59 p.m. (Eastern Time) on October 11, 2016; -- if the class of HERO Common Stock holders vote to reject the Plan, the Wind Down Entity shall make distributions (i) first, on account of the Rejection Shareholder Cash Distribution, (ii) after the Rejection Shareholder Cash Distribution has been funded in full, on account of the Rejection Lender Wind Down Claim and (iii) after payment in full of the Rejection Lender Wind Down Claim, to holders of Wind Down Entity Interests on a pro rata basis; and -- the provisions relating to the severance and incentive plans for the Executives (as defined in the Restructuring Support Agreement) were comprehensively updated. The RSA Amendment was necessitated by a change to the timeline of the Debtors' chapter 11 cases occasioned by the agreement of the Debtors, the Ad Hoc Group and the official committee of equity security holders appointed in the Debtors' chapter 11 cases to participate in, and the determination by the Court to order, mediation with respect to certain objections filed to the Plan and related matters, as well as certain modifications to the Restructuring Support Agreement and the Plan that were agreed to by the parties. Court-ordered mediation before The Honorable Christopher S. Sontchi took place on September 6, 2016. In connection with the Mediation, the Debtors and the Ad Hoc Group reached a settlement, which related to, among other things, the First Lien Claim Reduction Amount -- $32,500,000 -- and the Rejection Shareholder Cash Distribution, which means an aggregate distribution of $15,000,000 in Cash to be made to holders of Class 7 HERO Common Stock on the Effective Date or as soon as reasonably practicable thereafter upon the Wind Down Entity Board determining that, through the proceeds of assets sales or the Claims reconciliation process, sufficient Cash is available to fund the Wind Down Entity and make such distribution. The Court hearing to consider the confirmation of the Plan, incorporating the Mediation Settlement, commenced on September 22, 2016 and concluded on September 27, 2016. On November 1, 2016, the Court issued an opinion confirming the Plan. Payment of Ad Hoc Group's Fees The November 15 Confirmation Order includes provisions for the payment of Fees and Expenses of the Ad Hoc Group, Certain Ad Hoc Group Members and the First Lien Agent. The Ad Hoc Group consists of certain funds managed by Luminus Energy Partners Master Fund, Ltd; Bowery Investment Management, LLC; Simplon International Ltd; Soros Fund Management LLC; T. Rowe Price Associates, Inc.; Third Avenue Management LLC; and Western Asset Management Company. Jefferies Finance LLC, serves as administrative agent and collateral agent under the First Lien Credit Agreement, and its successors and assigns. On the Effective Date, as per the terms of the Cash Collateral Order, the Debtors shall pay all unpaid reasonable and documented fees and expenses of Kirkland & Ellis LLP and White & Case LLP, as counsel to the Ad Hoc Group, White & Case LLP, as counsel to Luminus Management LLC and Soros Fund Management LLC, and Klehr, Harrison, Harvey, Branzburg LLP, as local counsel to the Ad Hoc Group, and reasonable and documented fees and expenses of other professionals retained by the Ad Hoc Group that have executed engagement letters with the Debtors, as well as reasonable fees and expenses incurred by the First Lien Agent, including the unpaid reasonable and documented (in summary form) fees and expenses of King & Spalding LLP, as restructuring counsel, White & Case LLP as counsel with respect to the administration of the First Lien Credit Agreement and other Loan Documents (as defined in the First Lien Credit Agreement), special maritime counsel and Bayard, P.A., as local counsel, in each case incurred in connection with the Restructuring. Axon Claims To the extent any Claims of Axon Pressure Products, Inc., Axon EP Inc. and/or Axon Energy Products AS against the Debtors or any of the Non-Debtors Subsidiaries, including without limitation, Claims for contribution and indemnity against Hercules Offshore, Inc., Hercules Drilling Company, LLC and/or SD Drilling LLC become Allowed Claims, the sole sources of recovery for Axon with respect to such Claims shall be: (1) a $2.0 million claims reserve for Axon; (2) Hercules's insurance policies, to the extent of the coverage and limits provided in those policies; and (3) recoveries, if any, Hercules obtains from Walter Oil & Gas Corporation or its insurers based on: (a) any and all indemnity rights, including rights of indemnity for defense, to be held harmless, and for breach of release, but not including any recovery to Hercules from Walter or its insurers for Hercules's own fees and costs (including, without limitation, fees and expenses of legal advisors); and/or (b) additional insured rights Hercules has against Walter and its insurers arising out of the blowout of the A-3 Well located in South Timbalier Block 220, on the Outer Continental Shelf in the Gulf of Mexico, which claims for recoveries, if any, Hercules undertakes to continue to prosecute in good faith and with due diligence. In addition, notwithstanding the disallowance or expungement of the proofs of Claim filed by Axon following prosecution of the section 502(e)(1)(b) objection filed by Hercules, Axon shall still be entitled to the recoveries, if any, provided in (2) and (3) above in this paragraph. Axon otherwise agrees that the release provisions contained in the Plan shall be binding on Axon. Certain Underwriter's at Lloyd's, London In connection with the assumption of Policy Number B070GA024940c and Policy Number UMRGU024940k, and the assignment of the Lloyd's Policies to the Wind Down Entity, the Debtors or the Wind Down Entity, as applicable, shall continue to maintain the rigs covered by the Lloyd's Policies in the same manner and in the same condition as such rigs were maintained by the Debtors prior to the assumption and assignment of the Lloyd's Policies until such time as the rigs are sold by the Debtors or the Wind Down Entity, as applicable, or the expiry of the policy, whichever is first. Texas Taxing Authorities Notwithstanding anything to the contrary contained within the Plan, any secured ad valorem tax Claims held by Cypress-Fairbanks Independent School District, Fort Bend Independent School District, Fort Bend County and Harris County for tax year 2016 shall be paid in the ordinary course of business prior to delinquency. The Texas Taxing Authorities shall retain their statutory liens securing their prepetition ad valorem tax Claims until such time as such Claims are paid in full. In the event the prepetition ad valorem tax Claims are not timely paid in the ordinary course of business, the Texas Taxing Authorities shall be have the right to pursue their state law remedies for collection of all such prepetition ad valorem tax Claims, penalties and interest due pursuant to the Texas Property Tax Code without further notice or order of the Court. Assuranceforeningen SKULD (Gensidig) Notwithstanding the assumption and assignment by the Debtors of certain certificates of insurance issued by Assuranceforeningen SKULD (Gjensidig), nothing in the Confirmation Order or the Plan shall prejudice the rights of SKULD to argue that (i) any certificates of insurance provided by SKULD to the Debtors were not executory contracts as of the Petition Date or (ii) such certificates of insurance may not be assigned by the Wind Down Entity without SKULD's consent. Oracle America, Inc. The limited objection to Confirmation filed by Oracle America, Inc. is resolved, provided that (i) the Debtors will amend the Schedule of Assumed Executory Contracts and Unexpired Leases in advance of the Effective Date to include descriptions of the Oracle contracts to be assumed as such descriptions are agreed to between the parties, and (ii) in the event the Debtors seek to assign the Oracle Agreements, the Debtors agree to execute any additional documentation required by Oracle, including entering into an assignment agreement, if necessary. About Hercules Offshore, Inc. Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries are providers of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. Hercules Offshore and 13 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11385 to 16-11398) on June 5, 2016. The petitions were signed by Troy L. Carson as vice president. The Debtors listed total assets of $1.06 billion and total debts of $521.37 million as of March 31, 2016. The Debtors have hired Michael S. Stamer, Esq., Philip C. Dublin, Esq., David H. Botter, Esq., and Kevin M. Eide, Esq., at Akin Gump Srauss Hauer & Feld LLP as general bankruptcy counsel and Robert J. Dehney, Esq., Eric D. Schwartz, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The U.S. Bankruptcy Court issued an order appointing Judge Christopher Sontchi as mediator to govern mediation procedures and assist in resolving certain objections related to confirmation of Hercules Offshore's Joint Prepackaged Chapter 11 Plan of Reorganization. On June 20, 2016, the U.S. Trustee for the District of Delaware appointed three members to the Equity Committee. The Equity Committee is represented by Hogan McDaniel and Kasowitz, Benson, Torres & Friedman LLP as co-counsel and Ducera Securities LLC as financial advisors. Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White & Case LLP and Klehr Harrison Harvey Branzburg LLP represent an ad hoc group of certain first lien lenders party to that certain credit agreement, dated as of Nov. 6, 2015, by and among Hercules Offshore, Inc., as borrower, the Subsidiary Guarantors as guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent, as creditors and parties-in-interest in the Debtors' Chapter 11 cases. HERCULES OFFSHORE: Unit Closes $65 Million Sale of Rigs ------------------------------------------------------- An affiliate of Hercules Offshore, Inc., closed the sale of three drilling rigs for $65 million cash. On Aug. 31, 2016, Hercules Offshore Middle East Ltd., a subsidiary of the Company, entered into a purchase and sale agreement with Advanced Energy Systems (ADES) S.A.E. On November 2, 2016, the Buyer completed the purchase from the Seller of three jack-up drilling rigs named Hercules 261, Hercules 262 and Hercules 266 in their entirety, together with everything onboard or onshore, if any, relating solely to such rigs, including all mentioned or unmentioned provisions, spare parts and equipment onboard, rig site inventory, drawings, operating manuals, maintenance records, service contracts and all other documents pertaining to them for $65,088,800 in cash. The gross proceeds received from the sale were consistent with the estimate that informed the Debtors' updated recovery analysis filed with the Court on Sept. 15, 2016, and the estimate as to total proceeds to be obtained by the Debtors and their non-Debtor affiliates set forth therein has not changed in any material respect since that filing was made. About Hercules Offshore, Inc. Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries are providers of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. Hercules Offshore and 13 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11385 to 16-11398) on June 5, 2016. The petitions were signed by Troy L. Carson as vice president. The Debtors listed total assets of $1.06 billion and total debt of $521.4 million as of March 31, 2016. The Debtors have hired Michael S. Stamer, Esq., Philip C. Dublin, Esq., David H. Botter, Esq., and Kevin M. Eide, Esq., at Akin Gump Srauss Hauer & Feld LLP as general bankruptcy counsel and Robert J. Dehney, Esq., Eric D. Schwartz, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The U.S. Bankruptcy Court issued an order appointing Judge Christopher Sontchi as mediator to govern mediation procedures and assist in resolving certain objections related to confirmation of Hercules Offshore's Joint Prepackaged Chapter 11 Plan of Reorganization. On June 20, 2016, the U.S. Trustee for the District of Delaware appointed three members to the Equity Committee. The Equity Committee is represented by Hogan McDaniel and Kasowitz, Benson, Torres & Friedman LLP as co-counsel and Ducera Securities LLC as financial advisors. Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White & Case LLP and Klehr Harrison Harvey Branzburg LLP represent an ad hoc group of certain first lien lenders party to that certain credit agreement, dated as of Nov. 6, 2015, by and among Hercules Offshore, Inc., as borrower, the Subsidiary Guarantors as guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent, as creditors and parties-in-interest in the Debtors' Chapter 11 cases. * * * The Bankruptcy Court for the District of Delaware on November 1, 2016, issued a memorandum decision determining to confirm the Modified Joint Prepackaged Chapter 11 Plan of Hercules Offshore, Inc. and certain of its U.S. domestic direct and indirect subsidiaries. On November 15, 2016, the Court entered an order confirming the Plan. The Debtors are expected to consummate the Plan by December 2, 2016, according to an agreement with an ad hoc group of lenders. The Plan contemplates a controlled wind down of the operations of the Debtors and certain of the Company's other domestic and foreign direct and indirect subsidiaries. Pursuant to the Plan, all equity interests in the Company are being canceled and extinguished and a liquidation trust (referred to in the Plan as the Wind Down Entity, the "Wind Down Entity") is being formed to sell, monetize or otherwise dispose of the assets of the HERO Entities. Beneficial interests in the Wind Down Entity will be distributed to former holders of common stock of the Company upon consummation of the Plan. HOCHHEIM PRAIRIE: S&P Affirms B+ Financial Strength Rating & ICR ---------------------------------------------------------------- S&P Global Ratings said it has affirmed its B+ financial strength and issuer credit rating of Hochheim Prairie Farm Mutual Insurance Assoc. (HPFMIC), and its subsidiary, Hochheim Prairie Casualty Insurance Co. (HPCIC) (collectively "Hochheim"). The outlook was revised to stable from negative. "The outlook revision is based on our view that capital and earnings of the company are likely to stabilize given various risk mitigation efforts, including non-renewal of unprofitable business, the company's push to get adequate rate increases, deductible increases, and demonstration of capital replenishment in the 3rd and to date 4th quarter," said S&P Global Ratings credit analyst Brian Suozzo. As a result, S&P expects that the company will be able to maintain its capital at the less than adequate stress level with current reinsurance coverage. "The ratings reflect our view of the group's business risk profile (BRP) as fair, due to its less than adequate competitive position assessment. We view its financial risk profile (FRP) as very weak, reflecting less than adequate capital and earnings, a moderate risk position, and a less than adequate financial flexibility. The fair BRP reflects our view that, while management has taken steps to mitigate its catastrophe exposure, the company's high geographic concentration in Texas continues to make it vulnerable to more frequent severe weather events such as tornadoes, windstorms and hailstorms. Our concern is partially mitigated by its significant reinsurance coverage resulting in lower earnings and balance sheet volatility. The very weak FRP reflects our revised view of capital and earnings to less than adequate from lower adequate as a reflection of a reduction in the amount of reinsurance coverage for property catastrophe losses for an extreme tail event. We have also amended our view of risk position to moderate from high because despite assuming more risk exposure directly we consider this in our capital and earnings assessment. Financial flexibility for the company remains weak because access to the capital markets is limited and volatile earnings with a small capital base magnify the difficulty the company would have to service these obligations," S&P noted. The outlook is stable. Although the company's limited geographic footprint and exposure to man-made and natural catastrophes will continue to restrict its ability to grow its capital, S&P Global Rating expects the strategic initiatives taken by management should improve their book of business, along with the reinsurance program help maintain capital in line with S&P's expectations during the next 12 months. S&P may lower its ratings in the next 12 months if the company incurs substantial losses that would materially reduce capital levels, if there is heightened potential for regulatory authorities to initiate supervisory actions, risk controls were to deteriorate, or if the company cannot purchase adequate reinsurance during the 2017 renewal cycle. S&P does not anticipate raising its ratings in the next 12 months. Any upgrade would depend on the company's ability to boost earnings and significantly grow its statutory surplus, leading to a sustained improvement in capital adequacy. HUGHES CONTRACTING: Hires Philip Nizer as Labor Claims Counsel -------------------------------------------------------------- Hughes Contracting Industries, Ltd., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Philip Nizer LLP as special counsel to the Debtors. Hughes Contracting requires Philip Nizer to review the claims which is a dispute with three labor organizations, and assist the Debtor's general bankruptcy counsel in objecting the said claims. Philip Nizer will be paid at the hourly rate of $475. Philip Nizer will also be reimbursed for reasonable out-of-pocket expenses incurred. Regina E. Faul, member of Philip Nizer 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. Philip Nizer can be reached at: Regina E. Faul, Esq. PHILIP NIZER LLP 666 5th Ave New York, NY 10103 Tel: (212) 977-9700 About Hughes Contracting Hughes Contracting Industries Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22463) on April 5, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Anne J. Penachio, Esq., at Penachio Malara LLP. IMX ACQUISITION: Delays Filing of Q3 Financial Report ----------------------------------------------------- Implant Sciences Corporation has informed the Securities and Exchange Commission that it was unable to file the Quarterly Report on Form 10-Q within 45 days of the Company's fiscal quarter ended Sept. 30, 2016, due to delays caused by its petitions filed for relief under Chapter 11 of the Bankruptcy Court with the United States Bankruptcy Court for the District of Delaware. The Company said it was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to enable its independent registered public accounting firm to complete its review of the financial statements to be contained in the Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2016. The Company intends to file Form 10-Q, along with the financial statements within the five-day extension period. The Company anticipates reporting a net loss of approximately $22,318,000 on revenues of approximately $8,188,000 for the fiscal quarter ended Sept. 30, 2016 as compared to a net loss of approximately $2,547,000 on revenues of approximately $14,393,000 for the corresponding prior year period. Results for the fiscal quarter ended Sept. 30, 2016 include approximately $18,053,000 of non-cash charges incurred as a result of the July 20, 2016 extension of the Company's credit facilities. A more detailed discussion of results of operations will be included in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-Q to be filed. On Oct. 28, 2016, Implant Sciences filed Amendment No. 1 on Form 10-K/A to amends the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016, originally filed on Oct. 14. "We are filing this Amendment to include the information required by Part III not included in the Original Filing as we will not file our definitive proxy statement within 120 days of our fiscal year ended June 30, 2016. In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment currently dated certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2)," the Company said. A copy of the Amendment No. 1 is available at https://goo.gl/eyWbJP About IMX Acquisition IMX Acquisition Corp., also known as Ion Metrics Inc., and its affiliates, comprise a leading designer and manufacturer of systems and sensors that detect trace amounts of explosives and drugs. Their products, which include handheld and desktop detection devices, are used in a variety of security, safety, and defense industries, including aviation, transportation, and customs and border protection. The Debtors have sold more than 5,000 of their detection products to customers such as the United States Transportation Security Administration, the Canadian Air Transportation Security Authority, and major airports in the European Union. IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del. Case No. 16-12238) on Oct. 10, 2016. The case is assigned to Judge Brendan Linehan Shannon. The Debtor estimated assets and liabilities in the range of $100 million to $500 million. The Debtor tapped Paul V. Shalhoub, Esq. and Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie Farr & Gallagher, LLP as counsel. The petition was signed by William J. McGann, president. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016, appointed Harold Coe and four others to serve on the official committee of equity security holders in the Chapter 11 cases of IMX Acquisition. Proposed Co-Counsel to the Official Committee of Equity Security Holders are William R. Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware. Tannor Partners Credit Fund, LP., the New DIP Lender, is represented in the case by Andrew M. Felner, Esq., at Sheppard, Mullin, Richter & Hampton, LP. IMX ACQUISITION: Nov. 29 Final Hearing on $8-Mil. Tannor DIP Loan ----------------------------------------------------------------- IMX Acquisition Corp., Implant Sciences, and their debtor-affiliates will return to the Delaware Bankruptcy Court on Nov. 29, 2016, for a hearing to seek final approval of their replacement DIP financing with Tannor Partners Credit Fund, LP. The Debtors held an auction for the final debtor-in-possession credit financing for the Borrowers in connection with the Chapter 11 Case, and received a higher and better offer for replacement debtor-in-possession credit financing from Tannor. In connection with the auction, on Nov. 7, the Borrowers terminated the Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of Oct. 10, 2016, as amended on Nov. 3, 2016, with the original lender, DIP SPV I, L.P. In connection with such termination, the Company paid $1,610,769 to the Original DIP Lender and its advisors to satisfy outstanding obligations under the Original DIP Agreement, including $74,354 for expense reimbursement for the Original DIP Lender's advisors. On Nov. 7, 2016, the Borrowers entered into a replacement Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement with the New DIP Lender, which DIP Agreement was approved by the Bankruptcy Court on an interim basis pursuant to an order dated as of the Effective Date for the initial loan amount of $5.7 million. Under the DIP Agreement, subject to the terms and conditions thereof, the New DIP Lender agreed to lend up to a total of $8.0 million to the Borrowers, with the initial installment of $5.7 million payable upon the Bankruptcy Court entering the interim order for the DIP Agreement and the remaining $2.3 million payable upon the Bankruptcy Court entering the final order the DIP Agreement. The loans under the DIP Agreement will accrue interest of 12% per annum, and shall be subject to a default interest rate of 12% above the applicable non-default rate (i.e., an aggregate of 24% per annum) at any time when there is an event of default under the DIP Agreement. The Borrowers have agreed in the DIP Agreement to pay fees to the New DIP Lender in an aggregate amount of 5.75% of the maximum loan amount, regardless of how long the DIP Loan was outstanding consisting of a closing fee of $35,000 at the time the initial loan is made and an exit fee upon the termination of the DIP Agreement of $425,000, minus any interest, other than default interest, paid to the New DIP Lender. The Borrowers are also required to reimburse the New DIP Lender for its fees and expenses in connection with the DIP Agreement and the loans thereunder. Interest on the loans and the expense reimbursement are payable monthly in arrears. The loans under the DIP Agreement have super-priority security status and are ahead of the Borrowers' other secured obligations owed to the investors under the Note Purchase Agreement, dated March 19, 2014, as amended, between the Borrowers, the investors named therein and BAM Administrative Services LLC, as administrative agent for the investors thereunder, and holders of the notes under each of the Credit Agreement, dated as of September 4, 2009, as amended, with DMRJ Group LLC and the Note and Warrant Purchase Agreement dated as of December 10, 2008, as amended, with DMRJ Group LLC, and Montsant Partners LLC, as partial assignee thereof. The loans and all other obligations are due and payable (i) upon the occurrence of an event of default that is not cured within the applicable cure periods and for which the New DIP Lender has given notice to accelerate the Borrowers' obligations under the DIP Agreement, (ii) the entry of an order converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (iii) the entry of an order in the Chapter 11 Case appointing a chapter 11 trustee or examiner, (iv) if the interim order for the DIP Agreement is modified at the final hearing for the DIP Agreement in a manner unacceptable to the New DIP Lender, (v) the effective date of a chapter 11 plan in the Chapter 11 Case, (vi) the approval by the Bankruptcy Court of an alternative financing transaction transferring the collateral other than the sale of the Borrowers' assets to L-3 Communications Corporation ("Buyer") under the asset purchase agreement, dated as of October 10, 2016 (as amended, the "Purchase Agreement"), by and among the Borrowers and Buyer or to another winning bidder in the Bankruptcy auction process (the "Sale"), (vii) the date of the closing of the Sale and (viii) the first business day after the 6 month anniversary of the DIP Agreement. The loans can be prepaid at any time and mandatory prepayments are required upon the disposition of assets outside of the ordinary course, the receipt of extraordinary receipts or the incurrence of any additional indebtedness. The DIP Agreement contains numerous customary events of default, including without limitation: (a) if the Borrowers fail to pay when due and payable any principal obligations; (b) if the Borrowers fail to pay when due and payable any interest or other obligations which failure is not cured within 4 business days after notice is provided to the Borrowers (the "Cure Period"); (c) if the Borrowers fail to comply with their covenants under the DIP Agreement including the Bankruptcy Court milestones described below: (with failures other than the financial performance covenants subject to the Cure Period) or under the interim or final orders for the DIP Agreement; (d) the entry or filing of an award, order or judgment in excess of $100,000; (e) if a Borrower is enjoined, restrained or prevented by court order form continuing to conduct all or any material part of the business affairs of the Borrowers, taken as a whole; (f) a default in other indebtedness in excess of $100,000; (g) a material breach of Borrowers' representations and warranties in the DIP Agreement; (h) if the security interests on the collateral are not valid and perfected liens (subject to the Cure Period); (i) if the DIP Agreement or other loan document is declared null and void other than due to New DIP Lender's breach, a proceeding shall be commenced seeking to establish the foregoing or a Borrower shall deny that they have any liability under the loan documents (in each case, subject to the Cure Period); (j) the Bankruptcy Court shall enter an order (i) amending, reversing, revoking, supplementing, altering, staying, vacating, rescinding or otherwise modifying the interim order or final order with respect to the DIP Agreement or any other order with respect to the Chapter 11 Case affecting in any material respect the DIP Agreement or other loan documents, (ii) appointing a chapter 11 trustee or an examiner, with enlarged powers relating to the operation of the business pursuant to Section 1104 of the Bankruptcy Code in the Chapter 11 Case, (iii) dismissing the Chapter 11 Case or converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (iv) granting relief from the automatic stay to any creditor holding or asserting a lien or reclamation claim on the assets of any Borrower to permit such creditor to foreclose upon or to reclaim the New DIP Lender's collateral with a value in excess of $100,000; (k) a motion shall be filed or supported by a Borrower seeking approval of any other super-priority claim in the Chapter 11 Case (other than the carve-outs for professionals and other payments as provided in the DIP Agreement and the interim order for the DIP Agreement) which is pari passu with or senior to the claims of the New DIP Lender against any Borrower unless after giving effect to the transactions contemplated by such motion, all obligations under the DIP Agreement are paid in full in cash; (l) the failure of the Bankruptcy Court to enter the interim order for the DIP Agreement within 5 business days after the filing of the related motion; (m) a motion shall be filed by a Borrower seeking (i) to obtain additional financing under Section 364 of the Bankruptcy Code and to use cash collateral of the New DIP Lender under Section 363(c) of the Bankruptcy Code without the consent of the New DIP Lender, (ii) to recover from any portions of the collateral any costs or expenses of preserving or disposing of such collateral under the Bankruptcy Code, or (iii) to take any other action or actions adverse to the New DIP Lender or its rights and remedies under the DIP Agreement or other loan documents or any of the documents evidencing or creating the New DIP Lender's interest in any of the collateral (except in each case of clauses (i) through (iii) such motion seeks to satisfy in full all obligations in cash); (n) the filing by any Borrower with the Bankruptcy Court of any plan other than a plan of reorganization that pays the New DIP Lender if full, a motion to approve bid procedures other than those in the Bid Procedures Order, or a motion to approve an alternative financing transaction transferring the collateral other than the Sale to Buyer or another winning bidder in the Bankruptcy auction process; (o) the entry by the Bankruptcy Court of an order approving an alternative debtor-in-possession financing transaction transferring the collateral other than the Sale to Buyer or another winning bidder in the Bankruptcy auction process; (p) the use by the Borrowers of cash collateral other than in accordance with the terms of an order approving its use entered by the Bankruptcy Court; (q) any of the foregoing shall occur other than as a result of the Chapter 11 Case and be continuing and uncured: (i) a material adverse change in the business, operations, results of operations, assets, liabilities or financial condition of the Borrowers, taken as a whole, (ii) a material impairment of the Borrowers' ability to perform their obligations under the DIP Agreement and other loan documents to which they are parties or the New DIP Lender's ability to enforce the obligations under the DIP Agreement or realize upon the collateral or (iii) a material impairment of the enforceability or priority of the New DIP Lender's liens with respect to a material portion the collateral as a result of an action or failure to act on the part of the Borrowers; (r) the occurrence of any material damage to or material loss of assets of the Borrowers taken as a whole (after application of any insurance as to which the applicable insurance company has accepted responsibility to cover such damage or loss, but inclusive of any deductible amount); (s) the termination of (i) the Purchase Agreement to the extent that there is not currently in effect a sale agreement with respect to another party that is the winning bidder in the Bankruptcy Court auction, or (ii) if another party is the winning bidder in the auction, such party's purchase agreement; (t) an order terminating exclusivity has been entered by the Bankruptcy Court or requested of the Bankruptcy Court unless actively contested by the Borrowers; (u) a change in a majority of the directors of the Company; (v) other than as a result of the Chapter 11 Case, there shall exist or have occurred on or after the Effective Date a material violation, default or failure to perform, comply with or observe any term, provision, covenant or agreement under any material Contract and such material contract is terminated or otherwise not in full force and effect (other than upon its expiration in accordance with its terms); or (w) (i) unless otherwise waived or consented to in writing by New DIP Lender, the subordination provisions relating to any subordinated debt shall fail to be enforceable by the New DIP Lender in accordance with the terms thereof, or the monetary obligations shall fail to constitute "senior debt" or (ii) any Borrower shall, directly or indirectly, disavow or contest in any manner (x) the effectiveness, validity or enforceability of any of any such subordination provisions, (y) that such subordination provisions exist for the benefit of the New DIP Lender or (z) that all payments of principal, premium or interest on the subordinated debt, or realized from the liquidation of any property of any Borrower, shall be subject to any such subordination provisions. The making of the initial loan of $5.7 million is subject to certain customary conditions, including without limitation, the entry, within 5 business days of the Effective Date, by the Bankruptcy Court of the interim order approving the DIP Agreement in form and substance acceptable to the New DIP Lender and such order shall be in full force and effect and not modified, amended, reversed, stayed or appealed, and Borrowers shall have paid the closing fee and any other amounts due and owing at the time of the initial loan. The making of the additional loans is also subject to certain customary conditions, including without limitation, the compliance with the Bankruptcy Court milestones for the Chapter 11 Case set forth in the DIP Agreement and the compliance with the performance covenants set forth therein, the accuracy of the Borrowers' representations and warranties as of such date, no default or event of default shall have occurred and be continuing, the Bankruptcy Court shall have entered the Bid Procedures Order within 25 days of the Petition Date and the final order approving the DIP Agreement within 25 days of the Effective Date, and such orders shall be in full force and effect and not modified or amended, reversed or stayed, and no action, proceeding, investigation, regulation or legislation shall have been instituted or threatened to enjoin, restrain or prohibit, or obtain damages in respect of, the DIP Agreement, which would make it inadvisable to consummate the transactions contemplated by the DIP Agreement. Under the DIP Agreement, the Borrowers make certain affirmative covenants customary for transactions of this nature, including without limitation covenants regarding financial statements and reporting, budget performance reporting, collateral reporting, maintenance of properties and permits, corporate existence, payment of taxes and maintenance of insurance, access and inspection, compliance with laws and avoidance of environmental liabilities, entry into or amendments to or termination of material contracts outside of the ordinary course, modifying existing indebtedness documents, maintaining a minimum amount of cash, meeting certain specified Chapter 11 Case milestones (including (1) the entry of the final order approving the DIP Agreement within 25 days after the Effective Date, (2) the entry of the final approving the Sale by December 19, 2016 and (3) the closing of the Sale and payment of the obligations under the DIP Agreement by February 2, 2017), compliance with the approved budget and notification of defaults and litigation. The Borrowers also have agreed to certain negative covenants customary for transactions of this nature, including without limitation covenants preventing the incurrence of additional indebtedness, the creation of liens, certain fundamental corporate transactions, disposal of assets outside of the ordinary course of business, changing the Borrowers' name or the nature of their business, prepaying other indebtedness or making payments under other debt other than as provided in the Bankruptcy Court orders, amending any material contract or lease outside of the ordinary course, any agreement evidencing permitted indebtedness or any Borrowers' governing documents, any change of control of the Borrowers (which includes a change in the majority of the Company's directors), restricted payments, changing its fiscal year or method of accounting, transactions with affiliates, using the loans other than as provided in the approved budget, pay any pre-Petition Date debt, make capital expenditures other than as set forth in the approved budget, significant changes to the Chapter 11 Case, proposing or supporting a plan of reorganization that fails to pay the obligations under the DIP Agreement as of the date of such plan or assume or guarantee any third party obligations. Additionally, the Borrowers are subject to certain financial covenants regarding the net cash receipts, aggregate expenditures and the generation of net cash flow, in each case, tested on a monthly basis. Under the DIP Agreement, the Borrowers make customary representations and warranties to the New DIP Lender for transactions of this nature, including in-depth representations and warranties by the Borrowers regarding their businesses, assets and liabilities, which are required to be true and correct as of the date of the initial loan and as of the date of each additional loan. Pursuant to the DIP Agreement, the Borrowers also agreed to indemnify, defend and hold harmless the New DIP Lender and its related persons from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of the DIP Agreement, any of the other loan documents, or the transactions contemplated thereby or the monitoring of Borrowers' compliance with the terms of the loan documents, (b) with respect to any investigation, litigation, or proceeding related to the DIP Agreement, any other loan document, or the use of the proceeds of the credit provided thereunder, or any act, omission, event, or circumstance in any manner related thereto and (c) for any environmental liabilities. A copy of the Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of Nov. 7, 2016, by and among Implant Sciences Corporation, C Acquisition Corp., Accurel Systems International Corporation, IMX Acquisition Corp. and Tannor Partners Credit Fund, LP, is available at https://goo.gl/3UpJE0 The DIP Lender may be reached at: Robert Tannor TANNOR PARTNERS CREDIT FUND, LP 150 Grand Street, Suite 401 White Plains, NY 10601 E-mail: rtannor@tannorpartners.com Amendments to Asset Purchase Agreement When they filed for bankruptcy, Implant Sciences and its subsidiaries, C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp., entered into an asset purchase agreement with L-3 Communications Corporation, a wholly-owned subsidiary of L-3 Communications Holdings Inc. Pursuant to the Purchase Agreement, the Sellers agreed to sell substantially all of their assets, including their explosives trace detection (ETD) business, to Buyer pursuant to a sale conducted under Section 363 of the Chapter 11 of the Bankruptcy Code. On Oct. 20, 2016, in response to an order of the Bankruptcy Court, the Sellers and Buyer entered into Amendment No. 1 to Asset Purchase Agreement, pursuant to which, among other things, the parties agreed that the Sellers may, under certain circumstances, engage in or enter into or otherwise participate in discussions and negotiations with any person or group (and its or their representatives, advisors and intermediaries) or furnish information relating to the Sellers' business in connection with an offer or proposal from any person (other than Buyer or any of its affiliates) relating to the direct or indirect acquisition of all or any portion of the Sellers' assets. A copy of the Amendment is available at https://goo.gl/AufHvV On Oct. 28, 2016, in response to an order of the Bankruptcy Court, the Sellers and Buyer entered into Amendment No. 2 to Asset Purchase Agreement, pursuant to which the parties agreed to modify certain provisions relating to the procedures to be followed in the Bankruptcy Court. The Amendment, among other things, require the Sellers to obtain approval of the Bid Procedures Order prior to 9:00 p.m. (New York City time) on Oct. 31, 2016, and the Sale prior to 9:00 p.m. (New York City time) on Dec. 19, 2016. A copy of the Amendment is available at https://goo.gl/7mw1zZ The Debtors and L-3 entered into a corresponding amendment to the DIP financing agreement with DIP SPV I, L.P. on Nov. 3, 2016 -- prior to the DIP loan auction -- pursuant to which, among other things, the parties agreed (i) to increase the loan amount to $8,000,000, (ii) modify certain of the Chapter 11 milestones and (iii) increase the related fees. A copy of the DIP Amendment is available at https://goo.gl/gO9U1k About IMX Acquisition IMX Acquisition Corp., also known as Ion Metrics Inc., and its affiliates, comprise a leading designer and manufacturer of systems and sensors that detect trace amounts of explosives and drugs. Their products, which include handheld and desktop detection devices, are used in a variety of security, safety, and defense industries, including aviation, transportation, and customs and border protection. The Debtors have sold more than 5,000 of their detection products to customers such as the United States Transportation Security Administration, the Canadian Air Transportation Security Authority, and major airports in the European Union. IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del. Case No. 16-12238) on Oct. 10, 2016. The case is assigned to Judge Brendan Linehan Shannon. The Debtor estimated assets and liabilities in the range of $100 million to $500 million. The Debtor tapped Paul V. Shalhoub, Esq. and Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie Farr & Gallagher, LLP as counsel. The petition was signed by William J. McGann, president. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016, appointed Harold Coe and four others to serve on the official committee of equity security holders in the Chapter 11 cases of IMX Acquisition. Proposed Co-Counsel to the Official Committee of Equity Security Holders are William R. Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware. Tannor Partners Credit Fund, LP., the New DIP Lender, is represented in the case by: Andrew M. Felner, Esq. Sheppard, Mullin, Richter & Hampton, LP 30 Rockefeller Plaza New York, New York 10112 E-mail: afelner@sheppardmullin.com Facsimile: (212) 655-1718 INDRA HOLDINGS: Moody's Lowers CFR to Caa2; Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded Indra Holdings Corp's Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa2-PD from Caa1-PD, and the rating on the senior secured first lien term loan to Caa2 from Caa1. The rating outlook remains stable. The downgrade reflects Moody's view that Totes' currently unsustainable capital structure combined with an overall weak liquidity profile create a heightened probability of default. The company's revenue declined by over 20% and management-adjusted EBITDA declined over 15% in fiscal year ended July 2016 (based on unaudited quarterly financial statements), leading to mid-8 times debt/EBITDA using the company's adjusted EBITDA calculations. Moody's anticipates that the new management team's turnaround efforts will be offset in the near term by competitive pressures and a challenging retail environment, resulting in additional earnings declines in the next 12-18 months and leverage increasing above 10 times. In addition, even though Totes has no near-term maturities, Moody's expects overall liquidity to remain weak in the next 12-18 months. Totes should have sufficient remaining availability on its revolver but any significant working capital or earnings deterioration could result in negative free cash flow generation (following modestly positive free cash flow generation in the past 3 fiscal years) and very constrained revolver availability in the peak borrowing periods, considering Totes' highly seasonal operations. Moody's took these rating actions on Indra Holdings Corp: Corporate Family Rating, downgraded to Caa2 from Caa1; Probability of Default Rating, downgraded to Caa2-PD from Caa1- PD; $245 million senior secured first lien term loan due 2021, downgraded to Caa2 (LGD4) from Caa1 (LGD4); Stable outlook RATINGS RATIONALE The Caa2 CFR reflects the company's currently unsustainable capital structure and weak liquidity profile as a result of deteriorating operating performance. Revenue has declined over 10% and management adjusted EBITDA over 25% on a cumulative basis since FYE July 2013, as a result of increased competition in the highly commoditized cold weather and rain categories, ongoing declines in the U.S. department store channel, pressures from the strong US dollar and macroeconomic weakness in Europe. Totes' new management team is focusing on product innovation, better wholesale account management, digital marketing, as well as cost cutting through headcount reduction and supply chain optimization. However, Moody's believes that regaining market share in Totes' highly competitive and mature categories will be difficult, and expects earnings to decline further in the coming fiscal year, leading to leverage above 10 times based on management adjusted EBITDA. The rating also reflects Totes' weak liquidity profile, including expectations for negative to breakeven free cash flow, very seasonal operations and expectations of high revolver borrowings and constrained ABL revolver availability. The rating is supported by the company's low fashion risk, well-recognized brands in niche product categories, established presence across diversified distribution channels and geographic diversification. The stable outlook reflects Moody' expectations for moderate declines in earnings and breakeven to modestly negative free cash flow, high revolver borrowings in peak periods but sufficient remaining availability over the next 12-18 months. The ratings could be downgraded if earnings or liquidity deteriorate more than anticipated, if the probability of a default increases or Moody's estimates of recovery decline. The ratings could be upgraded if the company succeeds in turning around its operations by reversing its operating performance declines. Based in Cincinnati, Ohio, Indra Holdings Corp is an international designer, marketer, and distributor of cold and wet weather accessories, slippers, sandals, headwear, and sunglasses with net revenues of approximately $309 million for the fiscal year ended July 2016. The company distributes umbrellas and related products primarily under the "Totes" and "Raines" brands, cold-weather products including gloves and hats under the "Isotoner", "Woolrich", "Manzella", "Grandoe" and C9 brands, and slippers and sandals under the "Isotoner" and "Acorn" brands as well as private labels. The company has been controlled by Freeman Spogli & Co. and Investcorp since May 2014. Totes' fiscal year ends on July 31. The principal methodology used in these ratings was Global Apparel Companies published in May 2013. INT'L SHIPHOLDING: Auction of Specialty Business Segment on Dec. 15 ------------------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized bidding procedures in connection with the sale of Specialty Business Segment of International Shipholding Corp., and its debtor-affiliates to J Line Corp. for $18,000,000, subject to overbid. A copy of the Bidding Procedures and Stalking Horse Agreement, attached to the Order is available for free at: http://bankrupt.com/misc/International_Shipholding_367_Order.pdf The Debtors are authorized to proceed with the Sale Transaction in accordance with the Bidding Procedures and are authorized to take any and all actions reasonably necessary or appropriate to implement the Bidding Procedures in accordance with this timeline: a. Bid Deadline: Dec. 8, 2016 at 5:00 p.m. (PET) b. Auction: Dec. 15, 2016 at 10:00 a.m. (PET) at the offices of counsel for the Debtors, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York c. Sale Objection Deadline: Dec. 19, 2016 at noon (PET) d. Sale Hearing: Dec. 20, 2016 at 10:00 a.m. (PET) Notwithstanding anything contained in the Stalking Horse Agreement, the Expense Reimbursement will not exceed $350,000. The Expense Reimbursement is approved as modified. In the event that Hemisphere Logistics, LLC ("HLL") (a) is determined by the Debtors to be a Qualified Bidder in accordance with the Bidding Procedures, (b) submits an Overbid in accordance with the Bidding Procedures, and (c) is not the Successful Bidder at the Auction, then, HLL will be entitled to an expense reimbursement up to a maximum of $350,000 for reimbursement of its reasonable, documented, out-of-pocket fees, costs, and expenses (including reasonable, documented attorneys' fees) actually incurred by it and/or its affiliates in connection with the formulation, negotiation, submission and pursuit at the Auction of its Overbid, including conducting due diligence related to the Sellers, the Company and the Assets ("HLL Expenses"), which expense reimbursement shall be paid after (i) HLL provides at least 10 days' notice to the Company and the Committee of the HLL Expenses, (ii) there are no objections by the Company or the Committee to HLL Expenses, and (iii) the sale to the Successful Bidder has closed. To the extent there are any objections to the HLL Expenses, such objections shall be specific and the non-objectionable portion of the HLL Expenses will be paid immediately. If either the Company or the Committee objects to any of the HLL Expenses, and such objections will be are specific and detailed, and the parties will seek to resolve such objections consensually amicably during over a 10-day period ("Resolution Period"); provided, however, that if such objections are not resolved during the Resolution Period, then HLL, the Company and the Committee will jointly move the Court for expedited consideration of any such unresolved objections. The Assumption and Assignment Procedures are approved. Any objection by a counterparty to an Assigned Contract must submit no later than 4:00 p.m. (PET) 14 days following the service of the Cure Notice. The Court approved the proposed form of the Sale Notice, the Publication Notice, the Post-Auction Notice and the Cure Notice. A copy of these Notices attached to the Motion is available for free at: http://bankrupt.com/misc/International_Shipbuilding_300_Sales.pdf Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the Court, for good cause shown, orders that the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry. About International Shipholding International Shipholding Corporation, through its subsidiaries, operates a fleet of U.S. and foreign flag vessels that provide international and domestic maritime transportation services to commercial and governmental customers. The company maintains its headquarters in Mobile, Alabama. International Shipholding Corporation filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors are represented by David H. Botter, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.1 million and total debt at $226.8 million as of March 31, 2016. William K. Harrington, the U.S. Trustee for the Southern District of New York, on Sept. 1, 2016, appointed three creditors to serve on the official committee of unsecured creditors of International Shipholding. The Committee hires Pachulski Stang Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as financial advisor. ISAM HIJAZI: Disclosures OK'd; Plan Confirmation Hearing on Jan. 4 ------------------------------------------------------------------ The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has approved Isam Hijazi's fourth amended disclosure statement referring to the Debtor's fourth amended Chapter 11 plan of reorganization. The hearing on the confirmation of the Plan will be held on Jan. 4, 2017, at 11:00 a.m. Objections to the confirmation of the Plan and objections to fee applications must be filed by Dec. 21, 2016, at 4:30 p.m. Dec. 21 is also the last day for creditors to submit ballots on the Plan. Nov. 30, 2016, by 4:30 p.m. is fixed as the last day for filing interim applications for compensation. As reported by the Troubled Company Reporter on Nov. 4, 2016, the Debtor filed with the Court the Fourth Amended Disclosure Statement regarding the Debtor's Fourth Amended Plan, which proposes that Class 2 East Boston Savings Bank Claim -- $189,349.62 -- be treated as secured in the amount of $189,349.62. As to the secured portion, the claim will be paid at an interest rate of 5.25% per annum based upon a 30-year amortization schedule and maturing 30 years from the Effective Date. Accordingly, the monthly payment will be $1,045.60. Isam Hijazi, a self-employed general contractor residing in Mashpee, Massachusetts, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 15-13903) on Oct. 8, 2015. Michael Van Dam, Esq., at Van Dam Law LLP serves as the Debtor's bankruptcy counsel. JAMES A. CRIPE: Colfin MF5 Objects to Disclosure Statement ---------------------------------------------------------- Colfin MF5 Funding, LLC, objected to James A. Cripe's fourth amended disclosure statement filed on Oct. 7, 2016, describing the Debtor's fourth amended plan of reorganization. The Debtor is indebted to Colfin pursuant to a prepetition loan facility in the amount of $1,212,000. The Loan is secured by a Multifamily Mortgage, Assignment of Rents and Security Agreement Fixture Filing covering the mobile home park commonly known as Wilderness Mobile Home Park located in Clarendon, Pennsylvania. Colfin complains that: a. the Disclosure Statement fails to provide adequate information. The Debtor's Disclosure Statement does not contain adequate information to allow creditors, like Colfin, to make an informed voting decision on the Plan; b. the Disclosure Statement describes a Plan that cannot satisfy the standards for confirmation: (i) the Debtor has not proposed the Plan in good faith. The Debtor has proposed to surrender the Property to Colfin, but notes that the Property cannot be surrendered until after the Debtor addresses the environmental issues raised by DEP. Further, the Debtor provides scant detail (cost, timing, etc.) regarding the remediation of the environmental issues at the Property. Accordingly, the Debtor's proposal to surrender the Property is an empty commitment. Further, the Debtor proposes a value for the Property that fails to take into account the significant environmental issues still present at the Property. Additionally, the Debtor's Value, and Colfin's subsequent deficiency claim, fails to account for the priming lien against the Property. This goes against the objectives and purposes of the Bankruptcy Code in protecting secured parties' interests; (ii) the Plan is not feasible for multiple reasons. First, the Debtor has provided projections for one year, when the Debtor proposes to extend payments to unsecured creditors, like Colfin, out for six years. Second, the Plan proposes to surrender the Property to Colfin, but fails to detail the unresolved environmental risks and costs associated with transferring the Property. Third, the Debtor does not have the funding to make the requisite payments on the date of confirmation. (iii) the Plan cannot be confirmed under the "cram-down" provisions of Section 1129(b). Colfin will not accept the Plan and both of Colfin's claims are impaired. Colfin is represented by: John F. Kroto, Esq. KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501 Tel: (814) 923-4966 Fax: (814) 453-4530 E-mail: jkroto@kmgslaw.com -- and -- Alan K. Mills, Esq. Jonathan D. Sundheimer, Esq. BARNES & THORNBURG LLP 11 South Meridian Street Indianapolis, IN 46204 Tel: (317) 236-1313 Fax: (317) 231-7433 E-mail: alan.mills@btlaw.com jsundheimer@btlaw.com As reported by the Troubled Company Reporter on Oct. 18, 2016, the Debtor filed with the Court an amended plan and accompanying disclosure statement proposing to pay holders of Class 3 Unsecured Claims $393.96 per month for 72 months, which payment payment will result to 10.4% recovery. About James A. Cripe James A. Cripe (Bankr. W.D. Pa. Case No. 15-10070) filed a Chapter 11 petition on Jan. 21, 2015. The case is assigned to Judge Thomas P. Agresti. The Debtor is represented by Gary Skiba, Esq. JOHN CALADO: Disclosures Get Prelim. OK; Plan Hearing on Dec. 20 ---------------------------------------------------------------- The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern District of Michigan has granted preliminary approval of John Benedict Calado's combined plan and disclosure statement dated Nov. 8, 2016. The hearing on objections to final approval of the First Amended Disclosure Statement and confirmation of the Plan will be held on Dec. 20, 2016, at 10:30 a.m. The deadline to return ballots on the Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Plan, is Dec. 15, 2016. The deadline for all professionals to file final fee applications is Jan. 20, 2017. Plan Sets Aside $105K for Unsecureds The Debtor's Plan proposes to set aside $105,000 to pay general unsecured claims. Under the plan, general unsecured creditors, which assert $738,222 in claims, will receive a portion of the proceeds from the sale of PPC Property Management, LLC's interest in WellPointe Management Company, LLC. The Debtor estimates the net sale proceeds to unsecured creditors will be approximately $90,000. In addition, unsecured creditors will receive five annual payments of $3,000 to be distributed on a pro rata basis. Payments will commence one year after the effective date of the plan. The Debtor is the 100% member of PPC Property, which owns 35 membership units in WellPointe. The Debtor expects a transaction will be completed within 180 days of the effective date, if not sooner. Aside from the sale proceeds, the restructuring plan will also be funded by the Debtor's net monthly income from employment, according to the disclosure statement dated November 8. A copy of the disclosure statement is available for free at https://is.gd/xquw6w The Debtor is represented by: Geoffrey T. Pavlic, Esq. Steinberg Shapiro & Clark 25925 Telegraph Rd., Suite 203 Southfield, MI 48033 Phone: (248) 352-4700 Email: pavlic@steinbergshapiro.com About John Benedict Calado John Benedict Calado sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-41545) on February 8, 2016. The case is assigned to Judge Marci B. McIvor. JOHN LEWIS BLEWETT: Unsecureds To Recover 25% Under Plan -------------------------------------------------------- John Lewis Blewett filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a disclosure statement explaining the Debtor's small business plan of reorganization dated Nov. 9, 2016. Class 6 Unsecured Claims will be paid 25% of each creditor's allowed claim, pro rata monthly, as funds are available after payment of the monthly payments of aforementioned classes. These creditors are impaired. The Debtor has significant monthly variations in his gross receipts and net income. Based on the monthly reports filed by the Debtor in his first Chapter 11 case and through September 2016 in this case, the Debtor's average net income has been sufficient to pay his expenses and Plan payments. Provided there is no reduction in income, this should allow sufficient income for the Debtor to fund the proposed Plan of Reorganization. Should the income from the nightclub be insufficient in a given month, the Debtor will use his government pension to make up any shortfall. The Disclosure Statement is available at: http://bankrupt.com/misc/tneb16-14027-48.pdf The Plan was filed by the Debtor's counsel: David J. Fulton, Esq. SCARBOROUGH & FULTON 701 Market Street, Suite 1000 Chattanooga, TN 37402 Tel: (423) 648-1880 Fax: (423) 648-1881 E-mail: DJF@sfglegal.com John Lewis Blewett is self-employed and operates a nightclub on Lee Hwy, Chattanooga, Tennessee. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-14027) on Sept. 22, 2016. David J. Fulton, Esq., at Scarborough & Fulton serves as the Debtor's bankruptcy counsel. JOSEPH KOKROKO: Disclosures OK'd; Plan Hearing on Jan. 5 -------------------------------------------------------- The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona has approved Joseph E. Kokroko's second amended disclosure statement referring to the Debtor's plan of reorganization. The hearing to consider the confirmation of the Plan will be held on Jan. 5, 2017, at 10:00 a.m. The last day for filing objections to confirmation of the Plan is fixed at five business days prior to the hearing. The written report by proponent will be filed three business days prior to the hearing. As reported by the Troubled Company Reporter on Oct. 31, 2016, the Debtor filed a second amended disclosure statement dated Oct. 24, 2016, referring to the Debtor's second amended plan of reorganization dated Oct. 24, 2016. Under the Plan, Class 5 -- Second Lien Claim of Ocwen Loan Servicing -- consists of the second lien claim of Ocwen to the extent of the value of the secured creditor's interest in the Debtors' interest in the real property known as 4416 North Camino Real, Tucson, Arizona 85718, the Debtor's principal residence, and evidenced by a promissory note and deed of trust -- is impaired. About Joseph Kokroko Joseph Kokroko is originally from Ghana, West Africa, and English is his second language. He came to the U.S. with his wife who worked for the Peace Corp. He and his wife had two children and also adopted one child. Over a period of years the Debtor has acquired nine residential properties. All of the properties are rented and two were recently used as an Assisted Living Facility. The Chapter 11 case was filed to prevent a foreclosure on his property at 2927 E. 4th Street, Tucson, Arizona. Joseph E. Kokroko filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-06782) on June 15, 2016. Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, serves as counsel to the Debtor. JYR'S EL MAGUEY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of JYR's El Maguey Corporation and El Pato, Inc. as of Nov. 21, according to a court docket. JYR's El Maguey Corporation and El Pato, Inc. filed Chapter 11 petitions (Bankr. W.D. Mo. Lead Case No. No. 16-42918) on October 21, 2016. The Debtors are represented by Bradley D. McCormack, Esq., at The Sader Law Firm, LLC. At the time of the filing, JYR's estimated assets and liabilities of less than $1 million. KAISER GYPSUM: Asbestos Committee Hires Higgins as Co-Counsel ------------------------------------------------------------- The Official Committee of Asbestos Personal Injury Claimants in the case of Kaiser Gypsum Company, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Western District of North Carolina to retain Higgins & Owens, PLLC, as local co-counsel to the Committee, effective as of October 25, 2016. The Committee requires Higgins to: (a) assist and advise the Committee in its consultations with the Debtors, unsecured creditors' committee (the "UCC"), and the Future Claimants' Representative (the "FCR"), relative to the overall administration of the estate; (b) represent the Committee at hearings to be held before this Court or Federal District Court or any appellate courts and communicating with the Committee regarding the matters heard and issues raised as well as the decisions and considerations of this Court and any other courts; (c) assist and advise the Committee in its examination and analysis of the Debtors' conduct and financial affairs and those of its affiliates; (d) review and analyze all applications, orders, operating reports, schedules and statements of affairs filed and to be filed with this Court by the Debtors or other interested parties in this case; advising the Committee as to the necessity and propriety of the foregoing and their impact upon the rights of asbestos-related claimants, and upon the cases generally; and after consultation with and approval of the Committee or its designee, consenting to appropriate orders on its behalf or otherwise objecting thereto; (e) assist the Committee in preparing appropriate legal pleadings and proposed orders as may be required in support of positions taken by the Committee and preparing witnesses and reviewing documents relevant thereto; (f) coordinate the receipt and dissemination of information prepared by and received from the Debtors' independent certified accountants or other professionals retained by them as well as such information as may be received from independent professionals engaged by the Committee, the UCC, and the FCR, as applicable; (g) assist the Committee in the solicitation and filing with the Court of acceptances or rejections of any proposed plan or plans of reorganization; (h) assist and advise the Committee with regard to communications to the asbestos-related claimants regarding the Committee's efforts, progress and recommendation with respect to matters arising in these cases as well as any proposed plan of reorganization; (i) assist the Committee generally by providing such other services as may be in the best interest of the creditors represented by the Committee; and (j) assist and advise the Committee with regard to the local rules and practice of the Court and the United States District Court for the Western District of North Carolina. Higgins will be paid at these hourly rates: Sara W. Higgins, Member $375 Raymond E. Owens, Jr., Member $425 Susan A. Kemmet, Paralegal $100 Higgins will also be reimbursed for reasonable out-of-pocket expenses incurred. Sara W. Higgins, member of Higgins & Owens, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Higgins can be reached at: Sara W. Higgins, Esq. HIGGINS & OWENS, PLLC 5925 Carnegie Blvd, Suite 530 Charlotte, NC 28209 Tel: (704) 295-4535 About Kaiser Gypsum Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. The companies are represented by Rayburn Cooper & Durham P.A. and Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special insurance counsel; NERA Economic Consulting as consultant; Miller Nash Graham & Dunn LLP as special environmental and insurance counsel; and PricewaterhouseCoopers LLP as financial advisors. At the time of the filing, Kaiser and Hanson estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Kaiser Gypsum Company, Inc. The Committee hires Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC. An Official Committee of Asbestos Personal Injury Claimants retained Caplin & Drysdale, Chartered, as its counsel. Lawrence Fitzpatrick, the Future Claimants' Representative, tapped Ankura Consulting Group, LLC as his claims evaluation consultant; Young Conaway Stargatt & Taylor, LLP as attorney; and Hull & Chandler, P.A. as local counsel. KEEN EQUITIES: Disclosures OK'd; Plan Hearing on Dec. 7 ------------------------------------------------------- The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York has approved Keen Equities LLC's disclosure statement referring to the Debtor's plan of reorganization. A hearing to consider confirmation of the Plan will be held on Dec. 7, 2016, at 10:30 a.m. Objections to confirmation of the Plan will be filed with the Clerk of the Bankruptcy Court and served on counsel to the Debtor, Goldberg Weprin Finkel Goldstein LLP, no later Dec. 1, 2016. The Debtor's reply to any timely filed objection to confirmation of the Plan will be filed no later than Dec. 5, 2016. Ballots accepting or rejecting the Plan must be returned so as to be received no later Dec. 1, 2016, at 5:00 p.m. (EST). The Debtor will file a ballot tabulation and certification of any acceptances or rejections of the Plan no later than Dec. 2, 2016. About Keen Equities Keen Equities, LLC, is a New York limited liability company consisting of 12 members/investors. Keen Equities is the owner of approximately 860 acres of vacant land (the Lake Anne property) situated close to the Hassidic community of Kiryas Joel, in Monroe, New York. The Lake Anne Property was purchased in 2006 with the goal of building residential homes to meet the growing needs of the Kiryas Joel community (the project). For many years, the project stalled because of resistance from the Village of South Blooming Grove. At various times, the Debtor pursued litigation to challenge certain local action and ultimately the Lake Anne Property became subject to foreclosure proceedings by the Greene Family. Keen Equities, LLC, sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 13-46782) on Nov. 12, 2013. The petition was signed by Y.C. Rubin, the manager. Judge Nancy Hershey Lord presides over the case. The Debtor disclosed total assets of $15.1 million and total liabilities of $6.84 million. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. KEY ENERGY: Dec. 6 Hearing on Bid to Reject Severance Deals ----------------------------------------------------------- The board of directors of Key Energy Services, Inc., on Nov. 11, 2016, approved the rejection of certain existing compensatory contracts with former officers of the Company pursuant to applicable sections of the United States Bankruptcy Code. The contracts in question relate to three former executive officers of the Company, but due to certain Securities and Exchange Commission disclosure requirements for executive officers, each of the former executive officers is still deemed to be a "named executive officer" of the Company at the time of this filing. The Company and/or Key Energy Services, LLC previously entered into an Amended and Restated Employment Agreement, as well as a Letter Agreement Regarding Continued Employment Terms with Mr. Richard J. Alario, the Company's former Chief Executive Officer. Mr. Alario's employment with the Company terminated on March 5, 2016. The Company previously entered into a Restated Employment Agreement and a Transition Agreement and General Release with Ms. Kim B. Clarke, the Company's former Senior Vice President, Administration and Chief People Officer. Ms. Clarke's employment with the Company terminated on March 31, 2016. The Company previously entered into a Restated Employment Agreement and a Separation and Release Agreement with Kimberly R. Frye, the Company's former Associate General Counsel. All relevant severance benefits potentially payable to Ms. Frye were governed by this employment agreement. Ms. Frye's employment with the Company was terminated on Oct. 28, 2015. The Company previously reported that the Company and certain of its domestic subsidiaries filed voluntary petitions for reorganization under chapter 11 of the Bankruptcy Court in the United States Bankruptcy Court for the District of Delaware (the "Court") on Oct. 24, 2016. As debtors in bankruptcy, with the approval of the Court, the Company has the right to reject certain executory contracts, in which case the former employee would have an unsecured claim for damages. Under Section 502(b)(7) of the Bankruptcy Code, the maximum allowable general unsecured claim of an employee for damages resulting from the debtor's termination of an employee's severance contract may generally be reduced to an amount that is equal to one year of compensation, notwithstanding the severance benefits provided within the applicable severance contract. The Board approved the rejection of the existing terms of the Severance Agreements on Nov. 11, 2016. Although the rejection will potentially modify the severance provided pursuant to the Severance Agreements, the Company believes that the former executive officers would continue to be entitled to certain health and life insurance benefits that were set forth in the Severance Agreements. The Board's rejection of the Severance Agreements remains subject to approval by the Court, and the former executive officers have been provided a notice period in which to object to the rejection. A hearing has been set for Dec. 6, 2016 in order for the Court to consider the Company's rejection of the Severance Agreements, therefore the Company cannot estimate the amount of severance that may become payable to the former executive officers with any certainty at this time. Last week, Key Energy delivered its financial report on Form 10-Q to the Securities and Exchange Commission. The Company said net loss narrowed to $130,752,000 in the third quarter ended Sept. 30, 2016, from a net loss of $640,161,000 for the same period in 2015. The Company posted a net loss of $305,168,000 for the first three quarters of 2016, compared to a net loss of $765,216,000 during the same period in 2015. Revenues were $102,406,000 during the third quarter of 2016, compared to $176,857,000 for the same period last year. Revenues the past three quarters were $308,506,000 compared to $642,152,000 during the same period in 2015. As of Sept. 30, 2016, the Company had total assets of $995,621,000 against total current liabilities of $1,090,615,000. On Oct. 18, 2016, the Company closed the sale of its Mexican businesses and related assets. A copy of the Form 10-Q Report is available at https://goo.gl/eQBjix A copy of the Debtors' 13-week cash collateral budget, through Jan. 22, 2017, is available at https://goo.gl/D2Y8hk About Key Energy Headquartered in Houston, Texas, Key Energy, Inc., claims to be the largest domestic onshore, rig-based well servicing contractor based on the number of rigs owned. The Company provides a full range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies including Chevron Texaco Exploration and Production. Each of Misr Key Energy Investments, LLC, Key Energy Services, Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-12306) on Oct. 24, 2016. Key's other domestic and foreign subsidiaries are not part of the bankruptcy filing. As of the second quarter of 2016, the Company had approximately $1.13 billion in total assets and approximately $1 billion in aggregate funded debt. As of the date of the Petition Date, the Debtors hold approximately $29.8 million in encumbered, unrestricted cash. The Debtors currently have approximately $13.4 million of trade debt and other debt owed to general unsecured creditors, as disclosed in court papers. The Debtors have hired Sidley Austin LLP as general bankruptcy counsel; Young, Conaway, Stargatt & Taylor, LLP, as Delaware counsel; PJT Partners LP as investment bankers; Alvarez and Marsal North America, LLC, as financial advisors; and Epiq Bankruptcy Solutions, LLC, as notice, claims, solicitation and voting agent. * * * Key Energy filed for Chapter 11 pursuant to the terms of a plan support agreement among Key, Platinum Equity and certain other holders of its 6.75% Senior Notes due 2021, collectively holding more than 89% of its outstanding Senior Notes, and certain lenders holding more than 87% of the principal amount of loans outstanding under Key's Term Loan Credit Agreement dated June 1, 2015. The PSA contemplates the reorganization of the Debtors pursuant to a prepackaged plan of reorganization. Key previously commenced a solicitation for acceptance of the Plan, which was accepted by voting holders of 99.89% in principal amount and 93.88% in number of Key's Senior Notes and voting holders of 100% in principal amount and 100% in number of loans under the Term Loan, constituting the requisite number of voting holders of the Senior Notes and term loans. Platinum Equity, a Los Angeles-based global investment firm with a unique focus on operations and extensive experience helping businesses in transition, as holder of a majority of the Company's Senior Notes, will become Key???s largest shareholder upon consummation of the Plan. The Plan contemplates that funded debt will be reduced from roughly $1 billion to approximately $250 million. Under the Joint Plan, Class 6 General Unsecured Claims are unimpaired and will recover 100%. KKR FINANCIAL: S&P Lowers Rating on Preferred Notes to 'BB' ----------------------------------------------------------- S&P Global Ratings said it affirmed its 'BBB' issuer credit rating on KKR Financial Holdings LLC and 'BBB' issue rating on its senior unsecured notes. At the same time, S&P lowered the rating on the company's perpetual preferred notes to 'BB' from 'BB+'. The outlook is stable. "As pre-crisis CLOs have been called and the portfolio has diminished in size, we believe KKR Financial Holding LLC's (KFN) importance to KKR & Co. L.P. (A/Stable/--) has declined," said S&P Global Ratings credit analyst Trevor Martin. "KFN's business has evolved to consist primarily of CLOs and credit-related co-investments primarily sourced and managed by KKR. We have reassessed our view of expected implicit support from KKR and now assess KFN as only moderately strategic to KKR. We still, however, factor in one notch of group support to KFN's stand-alone credit profile (SACP) due to our view of the likelihood of extraordinary support. The shared brand name, management team, and previous financial support (a $100 million revolving credit facility during the financial crisis, which remained undrawn) factor into our assessment. As a consequence of the reassessment of KFN's strategic importance to KKR & Co. we are lowering our preferred stock rating to 'BB' from 'BB+', consistent with our methodology for notching preferred stock off the SACP for subsidiaries that we do not view as at least strategically important". "We have decided to exclude non-recourse debt related to CLOs that are consolidated in KFN's financial statements, resulting in a more favorable view of KFN's leverage profile on a stand-alone basis. In our opinion, deconsolidating the CLO assets and liabilities from KFN's balance sheet provides a truer picture of the company's leverage and we believe that KFN would be unlikely to support its CLOs should they come under significant pressure. KFN's CLOs are typically about 8x-10x leveraged and therefore increase the company's consolidated leverage substantially. Moreover, some of the pre-crisis CLOs were quite large in terms of total assets. We previously believed that, on a consolidated basis, leverage would typically operate between 2.75x and 4.5x. However, after deconsolidating the assets and the liabilities of the CLOs, we believe debt to adjusted total equity (ATE) will be closer to 0.5x, which is extremely low relative to other finance companies. In our measure of ATE, we deduct equity in finance companies and structured finance vehicles. The remainder of the balance sheet is made up of real estate (legacy mortgage backed securities from its days as a mortgage REIT and equity investments in commercial real estate), natural resources, and leveraged loans and high yield bonds outside of its CLOs. We believe the portfolio is quite risky relative to assets banks would tend to hold," S&P noted. These changes offset and S&P is affirming its 'BBB' issuer credit rating on KFN and its senior unsecured debt. S&P's SACP for KFN is 'bbb-' and the ICR incorporates one notch of implicit support. S&P Global Rating's stable outlook on KFN balances S&P's positive viewpoint of the company's affiliation with KKR & Co. and its strong capital levels against S&P's view that the risk of the portfolio is elevated relative to peers'. Over the next 18-24 months, S&P expects the company to focus on adding CLOs if the market remains favorable. At the same time, S&P expects the company to realize some of the losses on investments that were previously written down in its portfolio. S&P could lower the rating if the company realizes losses in excess of S&P's expectations or if it believes asset quality has deteriorated further. S&P could also lower the ratings if debt-to-ATE surpasses 1.0x (excluding non-recourse debt related to consolidated CLOs) or if the company significantly shortens its debt maturity profile. S&P believes that an upgrade is unlikely over the next 18-24 months. LEGENDS COLLISION: Seeks Court Approval to Use Cash Collateral -------------------------------------------------------------- Legends Collision, LLC, asks the U.S. Bankruptcy Court for the District of Arizona for authorization to use cash collateral until Dec. 15, 2016. The Debtor owns and operates an auto collision body shop and auto repair company. First International Bank and Trust holds a first lien on certain of the Debtor's assets. The Debtor believes that Nextwave Funding holds a second line on certain of the Debtor's assets. The Debtor tells the Court that it wants to use, among others, the cash collateral, cash, deposit accounts, inventory, and accounts receivables, to allow it to continue its business operations during the course of its reorganization. The Debtor is willing to grant First International Bank and Trust, and to the extent appropriate, Nextwave Funding, postpetition replacement liens, in the same order of priority, in cash collateral, as adequate protection. The Debtor contends that First International Bank and Trust as wells as Nextwave Funding, are further adequately protected by the Debtor's continuation and preservation of the going concern value of its business and the non-cash collateral, such as equipment. The Debtor further contends that the estate holds otherwise unencumbered assets valued at approximately $423,516 at fair market value. The Debtor tells the Court that although the Lenders may object to the Debtor's use of cash collateral, the Lenders' interests are significantly protected by allowing the Debtor to continue to operate the business and to protect and preserve the value of its assets. A full-text copy of the Debtor's Motion, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/LegendsCollision2016_216bk12658bkm_36.pdf About Legends Collision Legends Collision, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-12658) on Nov. 3, 2016. The petition was signed by Jonathan J. Conner, managing member. The case is assigned to Judge Brenda K. Martin. At the time of the filing, the Debtor disclosed $625,087 in assets and $1.74 million in liabilities. LENEXA HOTEL: Hires Lentz Clark Deines as Counsel ------------------------------------------------- Lenexa Hotel, LP seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to employ Lentz Clark Deines PA as counsel. The Debtor requires LCD to represent it in its Chapter 11 bankruptcy proceedings. LCD will be paid at these hourly rates: Partners $325-$375 Associates $175-$200 Paralegals $90 LCD has received a retainer fee of $50,000. Since October 2012, LCD has been paid approximately $30,546.95 for professional services rendered and expenses incurred by the firm prior to, and in connection with, the commencement of the bankruptcy case, including the filing fee of $1,717.00. Carl R. Clark Esq., of Lentz Clark Deines PA, 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. LCD may be reached at: Carl R. Clark, Esq. Lentz Clark Deines PA 9260 Glenwood Overland Park, KS 66212 Telephone: (913)648-0600 Telecopier: (913)648-0664 E-mail: cclark@lcdlaw.com About Lenexa Hotel, LP Lenexa Hotel, LP filed a Chapter 11 bankruptcy petition (Bankr. D.Kans. Case No. 16-22172) on November 1, 2016.??Lentz Clark Deines PA represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Stephen J. Craig, president. LESLIE ROGER SAUNDERS: To Object to IRS, MDOR Claims ---------------------------------------------------- Leslie Roger Saunders, II, filed with the U.S. Bankruptcy Court for the District of Missouri a disclosure statement referring to the Debtor's plan of reorganization. Class 5 Unsecured Non-Priority Claim is impaired under the Plan. Class 5 presently consists of the Internal Revenue Service, Missouri Department of Revenue and Jackson County. The claims total about $10,703.28. The Debtor will file objections to the MDOR and IRS claims based on the Debtor's non-filed 2011 income tax returns. The Debtor did not have sufficient income to file in 2011. To the extent that extent it is determined that there are potential other general unsecured claims, the Debtor will have 60 days after confirmation of the Plan within which to object to any claim filed in the case. The Debtor will have an additional 30 days to object to any claim filed pursuant to the recovery of any avoidable transfer action. Any claim not objected to within the periods will be deemed accepted. The Plan will be funded with Debtor's wages and income from employment. The Debtor has provided projected his individual monthly operating reports for the last six months to show his ability to fund the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/mowb15-42416-11.pdf The Plan was filed by the Debtor's counsel: Susan Bratcher, Esq. 1201 NW Briarcliff Parkway, Suite 200 Kansas City, MO 64116 Tel: (816) 453-2240 Fax: (816) 455-6597 E-mail: bratcherlaw@gmail.com Leslie Roger Saunders, II, is a married individual who is employed as a car salesman in Lee's Summit, Missouri. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No. 15-42416). LIVE OAK LOUNGE: Plan Outline Hearing on Nov. 29 ------------------------------------------------ Live Oak Lounge, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to conditionally approve its filed disclosure statement and plan of reorganization. The Debtor seeks to sell its assets to a Buyer, a new company formed by Afallon Holdings, Inc., or a successor organization of the same principals who have funded the Debtor's operations for the last two years. The Debtor has been in consultation with its creditors, which include: (i) PlainsCapital, to whom Debtor owes approximately $22,810, and who holds a lien on inventory and the accounts receivable of Debtor; and (ii) the IRS, which claims a secured debt of $52,900 and total debt of $233,889, but which the Debtor seeks to reduce to $20,792 based on trust funds held at the time of filing in its accounts. Afallon Holdings is also owed a secured debt of $524,160, which the proposed plan does not pay, and which calls for Afallon or its successor to pay that which is required to ensure confirmation. It is intended that the Buyer will make payments under the proposed Plan of Reorganization as part of its duties, and receive title to the assets when PlainsCapital and the IRS are paid. It is expected that the Debtor's Landlord will object to the proposed plan and the IRS will dispute the amount it should be paid. The Debtor asserts that the Disclosure Statement be conditionally approved, as it contains adequate information with respect to the applicable subject areas identified, as necessary to proceed with Confirmation of the Plan in the manner proposed. The Debtor asks the Court to schedule the combined hearing for final approval of the disclosure statement and plan of reorganization on Nov. 29, 2016 at 9:30am. The Debtor also asks the Court to set Nov. 23, 2016 as the due date for creditors to return their ballots to Debtor's counsel. The Debtor further asks the Court to set a due date for objections to either the final approval of the disclosure statement or the plan of reorganization to be Nov. 23, 2016. About Live Oak Lounge Live Oak Lounge, LLC, is a Texas Limited liability company formed to provide an independent music venue, bar and restaurant in Fort Worth, Texas. On July 8, 2016, Live Oak Lounge, LLC, commenced a Chapter 11 case (Bankr. N.D. Tex. Case No. 16-42659). The petition was signed by Robert Johnson, managing member. The bankruptcy case was filed because Debtor's past mismanagement resulted in an IRS tax lien exceeding $200,000. The Debtor is represented by Warren V. Norred, Esq., at Norred Law, PLLC. The Debtor estimated assets at $0 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. LIVE WELL: Plan Confirmation Hearing on Jan. 12 ----------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Live Well Medical Centers Orlando, LLC's disclosure statement referring to the Debtor's plan of reorganization. An evidentiary hearing will be held on Jan. 12, 2017, at 2:45 p.m. Any party desiring to object to the Disclosure Statement or to the plan confirmation must file its objection no later than seven days before the date of the Confirmation Hearing. Creditors and other parties-in-interest will file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. The Debtor will file a ballot tabulation no later than four days before the date of the Confirmation Hearing. No later than 14 days after the date of service of the court order, the Debtor, through its counsel, will serve by mail a solicitation package upon all creditors, equity security holders, administrative claim applicants, the trustee (if any), attorney for the creditor's committee (if any), each member of the creditors committee (if any), Internal Revenue Service, Post Office Box 21126, Philadelphia PA 19114, The Securities and Exchange Commission, Branch of Reorganization, 175 West Jackson Street, Suite 900, Chicago, Illinois 60604???2601, United States Trustee, 400 West Washington Street, Suite 1101, Orlando, Florida 32801, attorneys who have appeared in this case and on professionals who have been employed by the Debtor or any official committee with the approval of the Court, and other parties-in-interest in the Debtor's case. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all attorneys, accountants, auctioneers, appraisers, and other professionals for compensation from the estate of the Debtor must file applications for the allowance of the claims with the Court allowing at least 21 days notice time prior to the date of the Confirmation Hearing. An election pursuant to 11 U.S.C. Section 1111(b) must be filed no later than 7 days before the date of the Confirmation Hearing. Live Well Medical Centers Orlando, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-03171) on May 12, 2016. The Debtor is represented by Thomas C. Adam, Esq., at Adam Law Group, P.A. LIZA HAZAN: S & S Collections Tries To Block Disclosures Approval ----------------------------------------------------------------- Unsecured creditor S & S Collections, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida an objection to Liza Hazan's disclosure statement referring to the Debtor's plan of reorganization. As reported by the Troubled Company Reporter on Sept. 12, 2016, the Debtor filed with the Court an amended disclosure statement that proposes that unsecured creditors holding allowed claims will receive distributions which the Debtor has valued at dividend of 41% to 100% of total allowed claims accrued for up to 60 months and paid every six months with the first payment due in month six, while undisputed unsecured claims are paid 100% within two years of the petition date, or by Jan. 11, 2018. The Disclosure Statement, according to S & S, does not provide sufficient analysis regarding the monetary amounts of the claims which comprise each different class of creditors. "The Debtor reserves objections to claims vaguely indicating that the Debtors current plan contemplates objections. Without such an analysis, it is difficult for the creditors to understand how much of the projected and sporadic income earned by Debtor as a consultant and by renting Debtor's Fisher Island home will be available for distribution to the unsecured creditors and what the pro-rations for those amounts will be. This information is necessary for the creditors to intelligibly decide how to vote on and whether to object to the Plan," S & S states. S & S claims that the Disclosure Statement is internally contradictory. In the Section identifying classes of equity interest holders, the Debtor seeks to avoid payment obligations to Fisher Island Community Association (FICA) even though the Debtor apparently recognizes that FICA has secured lien rights, S & S shares. According to S & S, the Debtor fails to specify the amount of the ongoing assessment obligations to both FICA and Valencia Estates which are the governing associations over the Fisher Island Property, other than to declare that there would be no payment through the Plan. The amount of the monthly assessments are necessary to evaluate the Plan. S & S says that with regard to creditor 6913 Valencia, LLC, there is no promissory note incorporated in the recorded mortgage and the Debtor has not disclosed the source of consideration and the identity of the holder for the alleged 6913 Valencia LLC lien, so that it should not be treated as either a secured or unsecured claim without Debtor's full disclosure and opportunity for the creditors to evaluate this claim which will impair the recovery of unsecured creditors. The Debtor is personally obligated to S & S to pay the legal fees for 6913 Valencia LLC by virtue of her control of the company and evidenced by the executed retainer agreement for its representation in the 2011 NLG lawsuit. Since the Debtor disputes Claim 13, "the Disclosure Statement should identify the parties and reasoning for the satisfaction of the mortgage lien by 6913 Valencia LLC. Should Debtor prove that she is not personally liable for Claim 13, the release of 6913 Valencia LLC's lien will impair recovery of the S & S claim. These issues need to be clarified," S & S states. According to S & S, the Debtor's dispute the Disclosure Statement contains very broad language regarding defenses and threats against of the creditor, S & S, Simon & Sigalos, LLP, and Michael Simon for representation in the 2008 NLG lawsuit. S & S describes the Debtor's disputes to Claim 13, (No. 16 in the Disclosure Statement) as scandalous and without any truth or merit. The Debtor alleges Mr. Simon's failure to appear at a hearing in April 2008, has allegedly created "very substantial claims". The Disclosure statement does not disclose nor provide any explanation, affidavit or verification in support of the dispute to the claim. The disputes and alleged defenses are time barred and waived by subsequent settlements with NLG and independent defaults and judgments against the Debtor. The Disclosure Statement, S & S claims, lacks any allegations or proof that that the Debtor complied with Debtor's payment obligations to NLG, (as well as the first mortgage which was in arrears, the tax collector, Valencia Estates and FICA), and the Debtor had the ability to cure any default so that a physical appearance by Debtor's state court counsel would have resulted in a different outcome. S & S intends to object to any provision of the Plan that would in any way result in a release or limitation on its rights to recovery from the non-Debtor, 6913 Valencia, LLC. S & S is represented by: Michael W. Simon, Esq. SIMON & SIGALOS, LLP 3839 N.W. Boca Raton Boulevard Suite 101 Boca Raton, FL 33431 Tel: (561) 447-0017 Fax: (561) 447-0018 E-mail: msimon@simonsigalos.com Liza Hazan filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10389) on Jan. 11, 2016, and is represented by Joel M. Aresty, Esq., in North Miami, Florida. LOU WEBBER TIRE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Lou Webber Tire, Inc. as of Nov. 21, according to a court docket. The Debtor is represented by: Jason A. Burgess, Esq. The Law Offices of Jason A. Burgess, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Phone: (904) 372-4791 Email: jason@jasonaburgess.com About Lou Webber Tire Lou Webber Tire, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-03574) on September 22, 2016. The petition was signed by Lewis L. Webber, Jr., president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. LOWELL & SONS: Hires Edwin S. Brown as Accountant ------------------------------------------------- Lowell & Sons, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Edwin S. Brown as accountant to the Debtors. Lowell & Sons requires Edwin S. Brown to prepare accurate Rule 2015 reports and consider the tax implications of any proposed Plan of Reorganization. Edwin S. Brown will be paid at the hourly rate of $195. Edwin S. Brown will be subject to a fee cap of $4,000. Edwin S. Brown will also be reimbursed for reasonable out-of-pocket expenses incurred. Edwin S. Brown, 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. Edwin S. Brown can be reached at: Edwin S. Brown PO Box 22528 Milwaukie, OR 97269 About Lowell & Sons, LLC Lowell & Sons, LLC, filed a Chapter 11 petition (Bankr. D. Ore. Case No. 16-33707) on Sept. 27, 2016. The petition was signed by Lorena N. Lowell, manager. The case is assigned to Judge Trish M. Brown. The Debtor disclosed $2.52 million in total assets and $2.60 million in total liabilities. The Debtor is represented by Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C. LUCAS ENERGY: Alan Dreeben Holds 11% Equity Stake as of Nov. 4 -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Alan W. Dreeben disclosed that as of Nov. 4, 2016, he beneficially owns 2,109,794 shares of common stock (includes 314,160 shares issuable upon conversion of Series B Redeemable Convertible Preferred Stock) of Lucas Energy, Inc., which represents 11 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/ajULmB About Lucas Energy Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to the Austin Chalk and Eagle Ford formations in South Texas. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Sept. 30, 2016, Lucas Energy had $71.32 million in total assets, $53.58 million in total liabilities and $17.74 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. LUCAS ENERGY: Ilios Oil Reports 4% Equity Stake as of Nov. 4 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Ilios Oil, LLC and John Benjamin Azar disclosed that as of Nov. 4, 2016, they beneficially own 664,102 shares of common stock of Lucas Energy, Inc., which represents 4 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/mFQ8cz About Lucas Energy Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to the Austin Chalk and Eagle Ford formations in South Texas. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Sept. 30, 2016, Lucas Energy had $71.32 million in total assets, $53.58 million in total liabilities and $17.74 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. LUCAS ENERGY: RAD2 Minerals, et al, Own 30% Stake as of Nov. 10 --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, the following entities disclosed beneficial ownership of shares of common stock of Lucas Energy, Inc. as of Nov. 4, 2016: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- RAD2 Minerals, Ltd. 4,837,385 24% RAD2 Management, LLC 4,837,385 24% Segundo Resources, LLC 414,120 2% Richard N. Azar, II 6,012,502 30% As of Nov. 10, 2016, the Reporting Persons beneficially own in aggregate 6,012,502 shares of Common Stock (which includes 1,842,120 shares of Common Stock issuable upon conversion of 258,000 shares of Series B Preferred Stock) representing 30% of the 20,369,047 shares of the Company's issued and outstanding Common Stock on such date (when accounting for the issuance of 1,842,120 shares of Common Stock upon the conversion of the 258,000 shares of Series B Preferred Stock). A full-text copy of the regulatory filing is available at: https://is.gd/b9zr6S About Lucas Energy Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to the Austin Chalk and Eagle Ford formations in South Texas. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Sept. 30, 2016, Lucas Energy had $71.32 million in total assets, $53.58 million in total liabilities and $17.74 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. M. A. GONZALEZ: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: M. A. Gonzalez Properties, LLC. 4700 Craig Ave. Metairie, LA 70003 Case No.: 16-12851 Chapter 11 Petition Date: November 21, 2016 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Markus E. Gerdes, Esq. GERDES LAW FIRM, L.L.C. P.O. Box 2862 Hammond, LA 70404 Tel: (985) 345-9404 Fax: (985) 543-0486 E-mail: angel@gerdeslaw.net gerdeslaw@i-55.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mario A. Gonzalez, manager. The Debtor has no unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/laeb16-12851.pdf MANUEL A. NOYA: Unsecureds To Receive $95,000 Under Plan -------------------------------------------------------- Manuel A. Noya filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement in support of the Debtor's Chapter 11 plan dated Nov. 13, 2016. Under the Plan, holders of Class C General Unsecured Claims will be paid a total of $95,000, in one payment of $5,000 on the Effective Date, and 36 consecutive monthly payments of $2,500, the first payment being made on the first day of the first month following the fourth anniversary of the Effective Date. The pro rata share of the claimed amount of any claims which are then subject to objections as to which a final court order has not been entered will be deposited in an interest bearing bank account until a final court order is entered. When final court orders are entered disallowing or allowing and liquidating all Class C claims, the remaining funds in the bank account will be distributed to the holders of all Class C claims pro rata. Payments on Class C claims will be mailed to the address of the creditor on the proof of claim (or, if allowed pursuant to the schedules, to the address on the schedules), unless the creditor files a change of address notice with the Court. Any check of $1,000 or less mailed to the proper address and returned by the post office as undeliverable, or not deposited within 180 days, will be void and the funds may be retained by the Debtor. This class is impaired. The Debtor will fund this Plan with income from wages/commissions and from income from real estate. The Debtor will retain the assets of the estate, and will pay ordinary living expenses, pay the operating expenses for the real estate, and pay the creditors the amounts set forth in the Plan from the proceeds. Consistent with the provisions of the Plan and subject to any releases, the Debtor reserves the right to start or continue any adversary proceeding permitted under the Bankruptcy Code and Rules to collect any debts, or to pursue claims in any court of competent jurisdiction. Except as expressly provided for in the Plan, nothing in the Plan will be deemed to constitute a waiver of any claim that the Debtor may assert against any other party, including the holder of any claim provided for in the Plan, and the allowance of any claim against the Debtor or the estate will not bar any claim by the Debtor against the holder of the claim. The Disclosure Statement is available at: http://bankrupt.com/misc/mdb14-19417-241.pdf The Plan was filed by the Debtor's counsel: Brett Weiss, Esq. CHUNG & PRESS, LLC 6404 Ivy Lane, Suite 730 Greenbelt, Maryland 20770 Tel: (301) 924-4400 E-mail: brett@BankruptcyLawMaryland.com Manuel A. Noya a is a 67 year-old individual resident of Baltimore County, Maryland. After attending Fordham University in New York City, he has worked as an independent insurance adjuster since 1970. Starting as an adjuster in New York, he rose to a Senior Adjuster, General Adjuster, Claims Manager and Executive Vice President of a large independent adjustment bureau. The Debtor currently resides in a house owned at 6422 Wilmot Drive, Reisterstown, Maryland 21136. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 14-1-9417). MAPPIN LOJAS: Seeks U.S. Recognition of Brazilian Proceeding ------------------------------------------------------------ Massa Falida de Mappin Lojas de Departamento S.A., Mappin Telecomunicoes Ltda. and Casa Anglo Brasileira S.A., sought protection under Chapter 15 of the Bankruptcy Code, seeking recognition in the U.S. courts of an insolvency proceeding in Brazil that started more than 15 years ago. Afonso Henrique Alves Braga, the court-appointed trustee responsible for foreign asset recovery and duly-authorized foreign representative of the Debtors, filed the petitions in the U.S. Bankruptcy Court for the District of Florida on Nov. 20, 2016. In July 1999, Mappin Lojas was placed into a formal Brazilian insolvency process by the Court of Justice of the State of Sao Paulo, Central Civil Court, 18th Civil Division pursuant to Brazilian Bankruptcy Decree-Law, number 7.661 of 1945 under the laws of the Federative Republic of Brazil. Subsequently, on March 23, 2000, the bankruptcy was extended to Mappin Telecomunicacoes and Casa Anglo. As disclosed in Court documents, the Debtors' fall into financial distress and eventually insolvency was widely suspected to have been the result of a fraud perpetrated by CEO Ricardo Mansur. Due to Mappin Lojas's failure to pay its debts as they fell due, a large number of creditors had petitioned for Mappin Lojas to be declared bankrupt and placed into insolvency proceedings. In October 1996, Mansur, a Brazilian businessman and bank owner, acquired Mappin Lojas and became its CEO. At that time, Mappin Lojas had approximately 9,000 employees and annual sales in excess of 1 billion Reais per year (approx. US$300,000,000). Mr. Braga concluded that Mansur had fraudulently misapplied assets based on among other evidence, a report from the Central Bank, which conclusion was corroborated by contemporaneous press coverage reporting that Mansur was a fraudster. On July 6, 2011, Mr. Braga applied to the Brazilian Court for an ex parte order, for among other relief, to pierce the corporate veil of the Debtors to hold Mansur and his assets personally liable for the debts of the Debtors pursuant to Article 50 of Law number 10.406, dated of 2.002, as amended. He also requested the Brazilian Court to reverse pierce the corporate veil of other, non-debtor entities owned and controlled by Mansur so that those assets would also be subject of the bankruptcy. Mr. Braga's application was granted by the Brazilian Court on Aug. 6, 2011. CEO's Extravagant Lifestyle According to Mr. Braga, despite the demise of the Debtors, Mansur continues to maintain an extravagant lifestyle through strategic asset planning and multiple relocations to avoid enforcement of his liability to Mappin creditors in the Brazilian Proceeding. "Despite being the majority shareholder and CEO of a company that had thrived for nearly a century in Brazil, only to become woefully insolvent after three years of his ownership and control, Mansur has continued to maintain a lavish lifestyle following the Debtors' demise," maintained Mr. Braga. Mr. Braga disclosed that following the commencement of the Brazilian Proceeding, Mansur relocated to London, England, where he continued to lead an abundant lifestyle, which included living in a multi-million dollar house in Kensington and maintaining a polo center. Most recently, Mansur once again moved himself and his assets from London to Miami Beach, Florida, shortly before Mr. Braga obtained orders from the Chancery Division of the English High Court that enabled him to commence an asset recovery campaign against Mansur in the UK. On Aug. 12, 2011, following shortly upon the issuance of the Aug. 6, 2011, Veil Piercing Order, the Brazilian Court issued an order authorizing Mr. Braga to take action abroad to identify and retrieve the assets of the Debtors' estate. On May 14, 2015, Mr. Braga applied to the UK Court to open proceedings to have the Brazilian Proceeding recognized under Article 15 of the UNCITRAL Model Law on Cross-Border Insolvency as adopted into UK law in Schedule 1 to the Cross-Border Insolvency Regulations 2006. On July 6, 2015, the UK Court recognized the Brazilian Proceeding under Articles 15 and 17 of the CBIR, and entrusted Mr. Braga with the administration, realization and distribution of the Debtors' assets located in the UK. Current Status of Brazilian Proceeding Based on the last report from Dr. Nelson Carmona, the court-appointed trustee responsible for the local asset recovery in Brazil, dated as of Jan. 28, 2016, at least 1,092 claims against Mappin have been admitted to proof in the sum of R$361,538,176 (approximately US$109,226,035). Of this sum, R$51,123,805 or US$15,445,258 of the total debt was already paid by the estate, leaving a balance of R$310,414,371 (approximately US$93,780,776) yet to be paid. Mr. Carmona is still considering claims which have been made by other ordinary unsecured creditors of Mappin. In addition, Mr. Carmona has been considering the claims submitted by the Brazilian tax authorities. Those claims, if admitted, will have preferential status. At a minimum, these are worth R$350,000,000 (approximately US$105,740,181). The total of the estimated debts of Mappin are, at a minimum, therefore, approximately R$700,000,000 (approximately US$211,480,000). The value of the assets of Mappin collected by the Trustees in Bankruptcy to date is approximately R$131,123,805 (approximately US$39,614,442). As such, the total of the estimated debts of the Debtors are, at a minimum, approximately R$380,000,000 (approximately US$114,803,625). By contrast, the value of the assets of the Debtors collected by the Trustees in Bankruptcy to date is approximately R$131,123,805 (approximately US$39,614,442). "The prospect of any further substantial recovery becoming available to the Debtors' creditors is largely dependent upon finding and retrieving valuable assets outside of Brazil that I have the right to recover for the benefit of the Debtors' Estate and their creditors," said Mr. Braga. "To that end, the value I will be able to realize post-recognition on behalf of the Debtors' creditors and Brazilian liquidation estate is highly dependent upon preventing Mansur from transferring assets in this District outside of the territorial jurisdiction of the United States following notice of these proceedings," he continued. Accordingly, Mr. Braga is seeking pre- and post-recognition relief entrusting him with the administration and realization of all assets of the Debtors located in the United States and suspending the right of Mansur or anyone else to transfer, encumber or otherwise dispose of any such assets. Mr. Braga is asking the Bankruptcy Court to recognize and enforce the Brazilian Court's Veil Piercing Order, and confirm that all assets within the territorial jurisdiction of the United States that are owned by Mansur are "assets of the debtor" that can and should be entrusted to Plaintiff for the benefit of the Debtors' Brazilian liquidation estate. A full-text copy of Afonso Henrique Alves Braga's declaration in support of the petitions is available for free at: http://bankrupt.com/misc/MAPPIN_Declaration.pdf About Mappin Lojas The Mappin chain of department stores was founded in 1774 in England. On Nov. 29, 1913, two brothers, Walter and Herbert Mappin, opened the first Mappin department store in Brazil. In 1990, Mappin Lojas became incorporated in Brazil, with its headquarters in Sao Paulo, Brazil, and began to operate the Mappin chain of department stores. The Mappin department stores quickly became known as one of the most popular department store chains in Brazil. Mappin Telecomunicacoes is an affiliate of Mappin Lojas. Mansur indirectly owns Mappin Lojas and Mappin Telecomunicacoes through Casa Anglo. The Chapter 15 cases are pending in the U.S. Bankruptcy Court Southern District of Florida before Judge Robert A Mark. Kobre & Kim LLP serves as the petitioner's counsel. MARK CAREY COMEAUX: Unsecureds To Recover 66.69% Under Plan ----------------------------------------------------------- Mark Carey Comeaux and Lisa Dugas Comeaux filed with the U.S. Bankruptcy Court for the Western District of Louisiana a second amended plan and disclosure statement. Class 6 General Unsecured Claims is impaired under the Plan. The Debtor proposes to pay $10,600 in five annual payments to General Unsecured Claims. No interest will be paid on Class 6 General Unsecured Claims. The first annual payment will be paid six months from the entry of the confirmation court order with the remaining four annual payments being paid on the same calendar date of each respective subsequent year. This will amount to payments of $53,000 over the course of the Plan. The payment proposed to unsecured creditors amounts to a 66.69% distribution. The claim amount of any creditor that options to a Class 7 Creditor will still be used in the disbursement calculation to the remaining Class 6 creditors. In other words, Class 6 creditors will only receive a disbursement of 66.69% of their timely filed claims. The Second Amended Plan is available at: http://bankrupt.com/misc/lawb15-20865-121.pdf As reported by the Troubled Company Reporter on Aug. 8, 2016, the Debtors filed a disclosure statement referring to the plan of reorganization, which proposes that general unsecured creditors get 14% of their claims. That plan proposed to pay $400 per quarter to Class 6 general unsecured creditors. This would amount to payments of $8,000 over the course of the plan. About Mark and Lisa Comeaux Mark Carey Comeaux and Lisa Dugas Comeaux sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 15-20865) on Oct. 6, 2015. MAXIMUM LIFT: Hires Oliveras as Accountant ------------------------------------------ Maximum Lift Parts of Puerto Rico, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Manuel A. Guzman Oliveras as accountant to the Debtor. Maximum Lift requires Oliveras to: a. prepare the monthly operating reports; b. prepare tax returns; c. prepare reports and analysis as required by the bankruptcy rules in order to offer adequate disclosures to creditors and attain confirmation of a Chapter 11 plan of reorganization. Oliveras will be paid at the hourly rate of $90. Oliveras will be paid a retainer in the amount of $5,000. Oliveras will also be reimbursed for reasonable out-of-pocket expenses incurred. Manuel A. Guzman Oliveras 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. Oliveras can be reached at: Manuel A. Guzman Oliveras PO Box 3205 Manati, PR 00674-3205 Tel: (787) 450-3064 About Maximum Lift Maximum Lift Parts of Puerto Rico Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 15-09812) on Dec. 11, 2015, listing under $1 million in assets and liabilities. The Hon. Brian K Tester presides over the case. MAYA RESTAURANTS: Hires Calaiaro Valencik as Counsel ---------------------------------------------------- Maya Restaurants, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as counsel to the Debtors. Maya Restaurants requires Calaiaro Valencik to: (a) prepare of the bankruptcy petition and attendance at the First meeting of creditors; (b) represent of the Debtor in relation to acceptance or rejection of executory contracts; (c) advise the Debtor with regard to its rights and obligations during the Chapter 11 reorganization; (d) advise the Debtor regarding possible preference actions; (e) represent of the Debtor in relation to any motions to convert or dismiss the Chapter 11; (f) represent of the Debtor in relation to any motions for relief from stay filed by creditors; (g) prepare of the Plan of Reorganization and Disclosure Statement; (h) prepare of any objection to claims in the Chapter 11; and (i) represent the Debtor in general. Calaiaro Valencik will be paid at these hourly rates: Donald R. Calaiaro $350 David Z. Valencik $300 Staff Attorney $250 Paralegal $100 Calaiaro Valencik will be paid a retainer in the amount of $2,100. Calaiaro Valencik will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald R. Calaiaro, member of Calaiaro Valencik, 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. Calaiaro Valencik can be reached at: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219 Tel: (412) 232-0930 Fax: (412) 232-3858 About Maya Restaurants Maya Restaurants, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-23901) on October 18, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Donald R. Calaiaro, at Calaiaro Valencik. MBTI OF PUERTO RICO: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------------- Guy Gebhardt, acting U.S. trustee for Region 21, on Nov. 21 appointed three creditors of MBTI of Puerto Rico Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Cooperativa de Ahorro y Credito de Barranquitas c/o Jose Angel Santini Bonilla, Esq. P.O. Box 552 Aibonito, PR 00705 Tel. (787) 202-9549 / (787) 735-0063 Fax: (787) 735-2310 Email: santilawoffice@yahoo.com (2) Servicios de Transportacion Juan Carlos, Inc. c/o Victor Gratacos Diaz, Esq. P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 Fax: (787) 746-3633 Email address: bankruptcy@gratacoslaw.com (3) True Guard Security, Inc. c/o Roberto Fournier, President 161 Ave. Ponce de Leon, Off 304 San Juan, PR 00917 Tel: (787) 367-0981 Email: empresasfournier@gmail.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About MBTI of Puerto Rico MBTI of Puerto Rico, Inc. sought protection under Chapter 11 of the the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08091) on Oct. 7, 2016.?? ?? The petition was signed by Barbara Alozo Vila, president. The case is assigned to Judge Edward A. Godoy. At the time of the filing, the Debtor disclosed $12.99 million in assets and $16.07 million in liabilities. MCNEILL GROUP: Hires Spadaccini as Special Counsel -------------------------------------------------- McNeill Group, Inc., and McNeill Properties V, LLC seek permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Spadaccini Law Firm, LLC as special counsel. Group is a publisher as well as a real estate company which owns the real property located at 385 Oxford Valley Road, Yardley, Pennsylvania. The Debtors require Spadaccini to (i) draft and negotiate commercial leases with respect to the Property and the Vacant Space; and (ii) render services any other issues involving the Property. Spadaccini will be paid at these hourly rates: Partners $325 Associates $225-$325 Law Clerks $75-$100 Legal Assistants $75-$100 Paralegals $75-$100 Dino Spadaccini, Esq., partner at The Spadaccini Law Firm, 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. Spadaccini may be reached at: Dino Spadaccini, Esq. Spadaccini Law Firm, LLC 98 Franklin Corner Road Lawrenceville, NJ 08648 Phone: 609.912.0100 Fax: 609.912.0400 About McNeill Group Publisher McNeill Group, Inc. and McNeill Properties V, LLC filed chapter 11 petitions (Bankr. E.D. Pa. Lead Case No. 16-14943 and 16-14944) on July 12, 2016. The petitions were signed by Edward J. McNeill, Jr., president. The Debtors are represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C.????The cases are assigned to Judge Jean FitzSimon (16-14943) and Judge Ashely M. Chan (16-14944). The Debtors each estimated assets and liabilities of $10 million to $50 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. MHM HOLDINGS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: MHM Holdings, LLC 630 Shephard Cincinnati, OH 45215 Case No.: 16-14345 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 21, 2016 Court: United States Bankruptcy Court Southern District of Ohio (Cincinnati) Judge: Hon. Beth A. Buchanan Debtor's Counsel: William B Fecher, Esq. 3700 Carew Tower 441 Vine Street Cincinnati, OH 45202 Tel: (513) 621-2666 Fax: 513-345-1756 E-mail: wbfecher@statmanharris.com - and - Alan J. Statman, Esq. STATMAN, HARRIS & EYRICH, LLC 441 Vine Street, Suite 3700 Cincinnati, OH 45202 Tel: 513-621-2666 E-mail: ajstatman@statmanharris.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Michael A. Story, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MICHAEL ZELLERS: Hearing For Plan Outline Approval on Nov. 30 ------------------------------------------------------------- Michael Zellers has filed with the U.S. Bankruptcy Court for the Central District of California a motion seeking court approval of his first amended disclosure statement referring to his proposed plan to exit Chapter 11 protection. A hearing forte Court to consider the Debtor's request is scheduled for Nov. 30, 2016, at 2:00 p.m. Following certain continuances and a court-approved mediation with certain parties, the Debtor has prepared his First Amended Disclosure Statement and First Amended Plan of Reorganization, which Debtor filed on Nov. 9, 2016. Per the Court's order entered Oct. 21, 2016, the amended statement was timely filed. Any opposition is due by Nov. 21, 2016, and any reply by Nov. 23, 2016. The Debtor estimates that his cash on hand (estimated approximately $20,000), ongoing employment income, and the anticipated release of sale proceeds funds (estimated approximately $311,373.48), he will have sufficient cash on hand on the Effective Date. About Michael Zellers Michael C. Zellers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 15-10290) on January 8, 2015. Leslie A. Cohen, Esq., J'aime K. Williams, Esq., and Brian A. Link, Esq., at Leslie Cohen Law, PC, serve as the Debtor's bankruptcy counsel. MONTREIGN OPERATING: Moody's Assigns B3 CFR & Rates $375MM Loan B2 ------------------------------------------------------------------ Moody's Investors Service assigned ratings to Montreign Operating Co., LLC, including a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. Concurrently, Moody's assigned a B2 rating to the company's proposed $375 million senior secured first lien term loan due 2022. The rating outlook is stable. All ratings are subject to final review of documentation. Proceeds from the $375 million first lien term loan along with a $57 million second lien PIK note (unrated), $70 million of vendor financing (unrated) and $301 million of cash equity invested to date will be used to finish the construction of the $684 million Montreign Resort Casino which is scheduled to open in March 2018. Montreign Resort Casino is a full scale casino located in the Town of Thompson, in Sullivan County, New York, that will be part of Adelaar, a $1.3 billion lodging, entertainment, and waterpark development. The casino will have 102 table games and 2,150 slot machines along with a 332 room hotel and convention and meeting space facility. Ratings assigned: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $375 million 6-year senior secured first lien term loan at B2 (LGD3) RATINGS RATIONALE Montreign's B3 Corporate Family Rating -- a rating typically assigned to ground up casino resort development projects -- considers that a significant amount of casino supply already exists within a 200 mile radius of where Montreign will be located. Montreign will be competing for customers with other large, established competitors in New York, Pennsylvania and Connecticut. The success of Montreign's casino relies on not only growing the gaming market in New York, but attracting players from the existing competitors. The ratings are supported by the high level of sponsor equity which at about 36% of development costs is higher than recently rated projects. Moody's expects debt/EBITDA after the first year of operations will be relatively high at between 5.0 times and 5.5 times, but is expected to gradually decrease to at or near 5.0 times as debt is repaid in subsequent years. Also supporting the rating is that almost half of the construction has been completed. Additionally, Montreign will have a favorable tax rate compared to nearby competitors. Montreign will be required to pay a 39% tax rate on slot revenue compared to 55% for Pennsylvania casinos and 60% to 75% for the New York racinos. The stable rating outlook is based on Moody's expectation that Montreign will have sufficient funds to complete construction, including an additional interest reserve that extends six months beyond the construction period and the appropriate level of contingency reserves typically provided for this type of development project. A ratings upgrade is not expected during the construction period. However, Montreign's ratings could be upgraded shortly after it opens if early results suggest it will achieve and maintain an annual run-rate debt/EBITDA at/or below 5.0 times. Ratings could be downgraded if the ramp-up performance of Montreign is slower than expected and results in debt/EBITDA above 6.0 times, for any reason. Montreign Operating Company, LLC -- an unrestricted subsidiary of Empire Resorts Incorporated (NASDAQ: NYNY) -- is developing a $684 million casino -- Montreign Resort Casino -- in the Town of Thompson, in Sullivan County, New York. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. MONTREIGN OPERATING: S&P Rates $375MM 1st-Lien Term Loan 'B-' ------------------------------------------------------------- S&P Global Ratings assigned Thompson, N.Y.-based gaming operator Montreign Operating Co. LLC's proposed $375 million first-lien term loan due 2022 S&P's 'B-' issue-level rating and a recovery rating of '3', indicating its expectation for meaningful (50% to 70%; upper half of the range) recovery for lenders in the event of a payment default. The company will use proceeds from the proposed term loan, along with $301 million in equity contributions from the parent company, N.Y.-based Empire Resorts Inc. (unrated), an expected $57 million capital contribution from its majority owner, and a $70 million vendor financing facility to fund the development and construction of the Montreign Resort Casino, establish an interest reserve to fund debt service through the construction period and the first four months after the casino opens, and fund transaction fees and expenses. Although the terms have yet to be finalized, the additional $57 million capital contribution could either be in the form of equity or debt. If, once the terms of the capital contribution are finalized and S&P believes the contribution is more debt-like in nature, it will treat it as debt in S&P's analysis and include it in credit measures. S&P notes that in the originally proposed financing structure earlier this year, this piece of capital was proposed to be a second-lien pay-in-kind (PIK) loan. "Our 'B-' corporate credit rating and stable outlook on Montreign are unchanged. Although there is a modestly lower amount of debt in the proposed financing transaction relative to our previous analysis, the rating reflects the vulnerability of a new gaming project to uncertain demand and the difficulties the company could face in managing initial costs. These factors could lead to poor profitability during the first several months of operations and difficulties ramping up cash flow quickly enough to satisfy fixed charges. We believe the Montreign project could face challenges in attracting the right type of customers to the property to support its ramp up given the focus on higher-end casino customers from the Northern New Jersey and greater New York City metro areas, in particular table game customers. We believe the company will need to invest significant marketing dollars to build out its database of high-end customers in a market with established competitors that already target similar customers. Furthermore, the company is opening a new gaming project during a time of the year when there is the potential for significant disruption from severe weather conditions, and there will still be construction ongoing at the hotel and surrounding Adelaar development, which could disrupt traffic and visitation to the resort casino during the first several months after it opens," S&P noted. S&P's base-case forecast anticipates that net revenue will be in the low-$300 million area in the first full year of operations (S&P expects the casino will open in early 2018) before ramping up to the low- to mid-$300 million area by the second full year of operations and gradually increasing thereafter, in line with U.S. GDP and consumer spending growth. S&P's forecast for EBITDA margins remains in the mid- to high-20% area in the first two years of operations. Incorporating the terms of the transaction, S&P expects EBITDA coverage of total interest will be around 2x in the first full year of operations and improve modestly in the second year of operations. EBITDA coverage of interest if the $57 million capital contribution were included as debt would be modestly weaker in the high-1x area in the first year and around 2x in the second year. Lease-adjusted debt to EBITDA will likely be in the mid- to high-4x area in the first year of operations and improve to the high-3x area by the second year. Incorporating the $57 million sponsor contribution as debt, lease-adjusted debt to EBITDA would be in the low to mid-5x in year 1 and mid-4x in year 2. The expected improvement in credit measures under both scenarios reflects the growth in EBITDA as the property ramps up operations and scheduled debt repayments, including excess cash sweep payments under the proposed credit agreement. "We do not believe that the form of the capital contribution, whether it be equity or debt-like in nature, would result in a change to our 'B-' corporate credit rating or stable outlook. We are unlikely to consider higher ratings until the casino opens and we can observe its operating performance. We could raise the rating one notch if the casino opens successfully in 2018 and generates enough cash flow to service the proposed capital structure and facilitate deleveraging such that debt to EBITDA tracks below 5x and EBITDA coverage of interest above 2x. In the event the casino's operating results upon opening are weaker than we expect, we could lower the rating if we believed the company was likely to experience a liquidity shortfall," S&P said. RECOVERY ANALYSIS Key analytical factors -- S&P assigned a 'B-' issue-level and '3' recovery rating to Montreign's senior secured first-lien term loan facility. S&P also assumes that Montreign will enter into a $15 million revolving credit facility that will be fully drawn at the time of default in addition to a $70 million vendor financing that is currently unrated. S&P's simulated default scenario contemplates a payment default in 2019 reflecting lower-than-expected revenues and cash flow as a result of the inability to generate sufficient customer traffic and increased competitive pressures from other casinos in the region (Pennsylvania, New Jersey, and Connecticut). S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 5.5x to value the company. Simulated default assumptions: -- Year of default: 2019 -- EBITDA at emergence: $61 million -- EBITDA multiple: 5.5x Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $320 million -- Priority claims (furniture, fixtures, and equipment facility): $57 million -- Secured debt (first-lien term loan and revolver): $410 million -- Recovery expectation: 50% to 70% (upper half of the range) Note: all debt amounts include six months of prepetition interest. RATINGS LIST Montreign Operating Co. LLC Corporate Credit Rating B-/Stable/-- New Rating Montreign Operating Co. LLC $375 mil. first-lien term loan due 2022 Senior Secured B- Recovery Rating 3H NEVADA GAMING: Hires Maxim Hotel as Real Estate Broker ------------------------------------------------------ Nevada Gaming Partners, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Maxim Hotel Brokerage, Inc. as real estate broker to the Debtor. Nevada Gaming requires Maxim Hotel to render all necessary real estate listing, marketing and sales services and undertake all efforts necessary to procure a buyer for the Debtor's property located at Klondike Sunset Casino, 444 W Sunset Road, Henderson, NV 89011. Maxim Hotel will be paid 3% commission of the gross sales price of the property. Bruce I. Familian, member of Maxim Hotel Brokerage, 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 Debtor and its estates. Maxim Hotel can be reached at: Bruce I. Familian MAXIM HOTEL BROKERAGE, INC. 1303 Avocado Avenue, Suite 225 Newport Beach, CA 92660 Tel: (949) 759-1155 About Nevada Gaming Partners Nevada Gaming Partners, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-15521) on October 12, 2016. The Hon Laurel E. Davis presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Bruce Familian, manager. Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is a gaming company that focuses on slot route operations, casino operations and refurbishment of slot machines. The Company operated 429 slot machines throughout the State of Nevada via its Slot Routes as of the bankruptcy filing date. The Company is doing business as Nevada Gaming Partners Management II, LLC, Nevada Gaming Centers, Nevada Gaming Partners Management II, Sarah's Kitchen, Nevada Gaming Partners, Evolve Gaming Management and Klondike Sunset Casino. The Debtor employed the law firms of Fox Rothschild LLP, The Bach Law Firm, LLC, and Moran Brandon Bendavid Moran. Henry & Horne, LLP serves as financial advisors. NEVADA GAMING: Wants $374K DIP Loan from NGC Stephanie Property --------------------------------------------------------------- Nevada Gaming Partners, LLC, asks the U.S. Bankruptcy Court for the District of Nevada for authorization to obtain postpetition financing from NGP Stephanie Property, LLC. The Debtor relates that its ability to obtain the post-petition financing is critical to its ability to continue as a going concern during the course of its chapter 11 bankruptcy case. The proceeds of the postpetition financing will be used to fund: (1) payments to critical vendors; (2) costs of administering the Debtor's estate, including the fees assessed by the Office of the U.S. Trustee, the fees of the Clerk of Court, and allowed fees and expenses of professionals of the estate; (3) costs and expenses for an anticipated section 363 sale of some or all of the Debtor's businesses; and (4) other operating expenses, to the extent that the Debtor's use of cash collateral is not adequate to fund payment for any or all of the same. The proposed DIP Financing has, among others, the following relevant terms: (1) Nature and Amount of Financing: Lender will lend to the Debtor up to $374,000 cash on a secured, super administrative priority basis. (2) Borrowing Limits: Borrowings under the Post-Petition Financing cannon exceed: (a) on and after the entry of the Interim DIP Order, and prior to the date of entry of the Final DIP Order, the sum of $150,000; and (b) on and after the date of entry of the Final DIP Order, the aggregate sum of $374,000. (3) Interest Rate: Interest accrues at a fixed rate of 10% per annum. In the event an Event of Default has occurred and is continuing, the interest will be at 10% per annum plus 5% from the date the occurrence of the Event of Default until the date the Event of Default is cured or waived. (4) Maturity Date: Earlier of Dec. 31, 2017 or Effective Date of a confirmed Reorganization Plan. (5) Liens: Upon the date of entry of each Post-Petition Financing Order, the Obligations of the Borrower under the Loan Documents will be secured by a first priority Lien on all unencumbered assets and property of the Borrower and a junior Lien on all assets and property of the Borrower that are encumbered by Liens as of the date of each of the Post-Petition Financing Orders. NGP Stephanie Property is an entity related to the Debtor by common ownership and management. It is also the Debtor's landlord. The Debtor contends that NGP Stephanie Property's claims under the Credit Agreement and any order approving the Debtor's Motion will constitute a superpriority administrative expense, and will have priority over administration expenses, subject to Carve-Out, and any superpriority claim provided to the Prepetition Lender Bank of Nevada and Western Alliance Bank, under any Cash Collateral Order. A full-text copy of the Debtor's Motion, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/NevadaGaming2016_1615521led_165.pdf About Nevada Gaming Partners Nevada Gaming Partners, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-15521) on Oct. 12, 2016. The petition was signed by Bruce Familian, manager. The Debtor is represented by Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP. Judge Laurel E. Davis presides over the case. The Debtor estimated $1 million to $10 million in both assets and liabilities. Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is a gaming company that focuses on slot route operations, casino operations and refurbishment of slot machines. The Company operated 429 slot machines throughout the State of Nevada via its Slot Routes as of the bankruptcy filing date. The Company is doing business as Nevada Gaming Partners Management II, LLC, Nevada Gaming Centers, Nevada Gaming Partners Management II, Sarah's Kitchen, Nevada Gaming Partners, Evolve Gaming Management and Klondike Sunset Casino. NEW YORK CRANE: Disclosure Statement Hearing Set for Nov. 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on Nov. 28, at 2:00 p.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization proposed by New York Crane & Equipment Corp. and its affiliated debtors. The hearing will take place at Conrad B. Duberstein Courthouse, Room 3529, 271-C Cadman Plaza East, Brooklyn, New York. Objections must be filed no later than seven days prior to the hearing. The Debtors on Nov. 4 filed a restructuring plan that proposes to pay holders of Class 2 general unsecured claims a cash dividend equal to 100% of their allowed claims on the effective date of the plan. Class 2 consists of claims held by the Debtors' regular vendors and service providers. These claims are scheduled in the total amount of $275,000. The plan will be internally funded by the Debtors utilizing all sources of revenue and assets (including cash, liquidation of operating equipment, sale of personal and real property, liquidation of bank and financial accounts, and collection of accounts receivable) as necessary, even to the point of the sale of significant assets by James Lomma, president of New York Crane, according to the disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/DS8JK1 About New York Crane New York Crane & Equipment Corp., J.F. Lomma, Inc. (De.), J.F. Lomma, Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-40043, 16-40044, 16-40045 and 16-40048, respectively. The petitions were signed by James F. Lomma as president. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Goldberg Weprin Finkel Goldstein LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the cases. The corporate Debtors operate crane, trucking and rigging companies doing business in New York City and other parts of the country. James Lomma is the president and sole shareholder of the corporate Debtors. On January 8, 2016, an order was entered providing for the joint administration of these related Chapter 11 cases. An official committee of unsecured creditors has been appointed, and has tapped Togut, Segal & Segal LLP as its counsel. NEW YORK CRANE: Nov. 28 Hearing for Ch. 11 Trustee Appointment Set ------------------------------------------------------------------ The United States Bankruptcy Court for the Eastern District of New York will conduct a hearing on November 28, 2016, on the motion of the Creditor, Bernadette Panzella, P.C., for an Order directing the appointment of a Chapter 11 Trustee for New York Crane & Equipment Corp. The hearing will be conducted before Honorable Carla E. Craig, Chief United States Bankruptcy Judge at the United States Court for the Eastern District of New York. The Creditor noted that cause exists for the appointment of a Chapter 11 Trustee due to the Debtor's fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the Debtor by the current management, either before or after the commencement of the case. The Creditor further noted that the appointment of a Chapter 11 Trustee would preserve the estate assets of the Debtor, for the benefit of the Creditors. The Creditor can be reached at: Bernadette Panzella, Esq. BERNADETTE PANZELLA, P.C. Amercian Felt Building 114 East 13th Street, Studio 5A New York, NY 10003 Tel.: 212-995-5353 Email: BernadettePanzellaPC@yahoo.com About New York Crane New York Crane & Equipment Corp., J.F. Lomma, Inc. (De.), J.F. Lomma, Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-40043, 16-40044, 16-40045 and 16-40048, respectively. The petitions were signed by James F. Lomma as president. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Goldberg Weprin Finkel Goldstein LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the cases. The corporate Debtors operate crane, trucking and rigging companies doing business in New York City and other parts of the country. James Lomma is the president and sole shareholder of the corporate Debtors. On January 8, 2016, an Order was entered providing for the joint administration of these related Chapter 11 cases. An Official Committee of Unsecured Creditors has been appointed, and has tapped Togut, Segal & Segal LLP as its counsel. NEXTSTEP DEVELOPMENT: Hires Marcus & Millichap as Broker -------------------------------------------------------- Nextstep Development, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Marcus & Millichap as real estate broker to the Debtor. Nextstep Development requires Marcus to: a. market the Debtor's real property for sale known as Econo Lodge Downtown South, 606 Division Avenue, San Antonio, TX 78214; b. show the property to potential purchasers; c. assist in the closing of the sale of the real property; and d. assist the Debtor's bankruptcy counsel in matters relevant to the sale of the real property. Marcus will be paid 3% commission of the sales price. Marcus will also be reimbursed for reasonable out-of-pocket expenses incurred. Allan Miller, member of Marcus & Millichap, 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. Marcus can be reached at: Allan Miller Marcus & Millichap 5001 Spring Valley Road, Suite 100 W Dallas, TX 75244 Tel: (972) 755-5200 About Nextstep Development Nextstep Development, Inc., doing business as Quality Inn Downtown South dba Econo Lodge Downtown South, filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52019) on Sept. 6, 2016. The petition was signed by Niraj Patel, director. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, PC. The case is assigned to Judge Craig A. Gargotta. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. NXT CAPITAL: Moody's Assigns B1 Rating on $300MM Sr. Sec. Loan -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to NXT Capital, Inc.'s $300 million senior secured Term Loan 'B' and $50 million secured revolving credit facility. The outlook for NXT's ratings remain positive. RATINGS RATIONALE The B1 rating assigned to NXT's senior secured Term Loan B and revolving credit facility reflects the facilities' priority in the company's capital structure, as well as the coverage provided by a pledge of holding company assets including stock in subsidiaries. The facilities are guaranteed by certain subsidiaries and governed by covenants including a maximum ratio of 4.5x debt to equity. Proceeds of the Term Loan B, which has a six-year tenor, will be used to refinance NXT's existing Term Loan B that has a maturity of September 2018. NXT's B1 corporate family rating reflects its modest but strengthening franchise positioning in US middle market and commercial real estate lending, experienced management, solid asset quality and profitability, strong capital position and multiple long-term funding sources. Credit concerns include NXT's reliance on secured funding, modest alternate liquidity and competitive disadvantages versus more established finance companies and regional banks in the broader SME and CRE sectors. The rating outlook is positive, which reflects Moody's expectation that NXT will continue to strengthen its franchise and generate solid profitability and asset quality, while maintaining strong capital buffers. Moody's could upgrade NXT's ratings if the company maintains or improves profitability trends, continues to demonstrate strong asset quality performance, maintains a ratio of tangible common equity to tangible managed assets above 20%, and if it further diversifies funding and improves alternate liquidity. Moody's could downgrade the ratings if NXT's asset quality and profitability deteriorate unexpectedly, leverage increases significantly above expectations, or growth significantly accelerates. NXT, with total assets of $3.8 billion at Sept. 30, 2016, is a provider of financing to US middle market companies as well as commercial real estate investors. The principal methodology used in this rating was "Finance Companies" published in October 2015. NXT CAPITAL: S&P Retains BB- Rating on Upsize of Sr. Sec. Loan -------------------------------------------------------------- NXT Capital Inc.'s existing issuer credit rating of BB- is unaffected by the company's decision to refinance and upsize its senior secured term loan B. Under the new credit agreement, NXT Capital Inc. is issuing a new $300 million senior secured term loan B and will also have access to $50 million revolving credit facility, which is expected to be undrawn at close. The proceeds from new issuance will be primarily used to retire the outstanding balance of $254 million on its existing term loan B. The new term loan B will amortize at 1% per annum and has a financial covenant of maximum leverage ratio of 4.50x, which will be tested on a quarterly basis. Additionally, the revolving credit facility includes a minimum unencumbered asset coverage ratio of 1.0x, which is tested on a monthly basis. All of the company's unencumbered assets, which mostly consist of its equity in funding facilities, secure the loan. While certain funding facilities are collateralized by commercial real estate and guaranteed by NXT Capital Inc. and NXT Capital LLC, S&P do not treat the related repurchase agreements as priority debt relative to the term loan B because holders of the term loan B have first priority on the company's unencumbered assets. The stable outlook incorporates S&P's expectations that over the next 12 months, NXT Capital Inc. will maintain its leverage, measured as debt-to-adjusted total equity (ATE) between 3.0x-3.75x. RATINGS LIST NXT Capital Inc. Issuer credit rating BB-/Stable/-- New Rating NXT Capital Inc. $300 mil Senior Secured Term Loan B due 2022 BB- OCWEN FINANCIAL: Moody's Assigns B2 Rating on New Sr. Sec. Loan --------------------------------------------------------------- Moody's Investors Service assigned a B2 Senior Secured Bank Credit Facility rating to Ocwen's proposed new senior secured term loan. Ocwen's other ratings include a B3 Corporate Family Rating, a B2 rating on its existing Senior Secured Bank Credit Facility, a Caa1 rating on its existing Senior Unsecured Notes and a Caa1 rating on Ocwen's proposed Senior Secured Notes. The outlook is negative. Issuer: Ocwen Financial Corporation Senior Secured Bank Credit Facility, Assigned B2 Rating Rationale On Nov. 16, 2016, Ocwen announced that it was refinancing its existing senior secured term loan, with the new term loan extending the maturity by approximately 3 years, a positive for the company. Previously, Ocwen announced an exchange offer for its senior unsecured notes, with the new notes extending the maturity by 3 years and receiving a second lien in the company's assets securing its senior secured term loan. The ratings reflect the company's very weak profitability, largely due to impact of high legal, regulatory, and servicing expenses. The company had net income of $9.5 million in the third quarter of 2016, its first profitable quarter since the second quarter of 2015. Moody's believes that the third quarter's profitability is not yet sustainable, and expect losses to continue into 2017 due to the expiration of HAMP, as well as Moody's expectation that servicing as well as legal and monitoring costs will remain elevated, though these costs were notably reduced in the third quarter of 2016. The company has lost $915 million over the last two years. As a result, its capital levels have significantly fallen with tangible common equity (TCE) to tangible assets of 8.7% as of Sept. 30, 2016, down from 12.6% as of Dec. 31, 2014. Ocwen's financial profile is also challenged by limited opportunities available in its core market, credit impaired residential mortgage servicing. The company is currently unable to acquire new mortgage servicing as part of its agreements with the New York Department of Financial Services and California Department of Business Oversight. In addition, the market for new transfers of credit impaired servicing is much smaller as delinquencies continue to rapidly decline. As a result, the company seeks to significantly grow its mortgage origination business as well as expand into other lending businesses such as the recent entry into dealer floor plan financing for independent auto dealers. Diversifying into markets outside of the company's expertise presents risks to the company's financial profile. The B2 ratings of the senior secured term loan, and the Caa1 ratings of the company's senior notes, reflect Moody's notching analysis which incorporates their priority of claim, strength of asset coverage as well as size with respect to one another. The negative outlook reflects our expectation that losses will continue into the first half of 2017 as servicing as well as legal and monitoring costs are expected to remain elevated. The company's capital levels will continue to decline until the company is able to curtail losses which will not occur until legal and regulatory expenses decline significantly. Given the negative outlook, an upgrade is unlikely at this time. The ratings could be upgraded in the event 1) the net income to total assets is expected to remain above 1% and 2) TCE to tangible assets rises above and is expected to remain above 10.0%. Ocwen's ratings could be downgraded in the event 1) the company reports or is expected to report sizeable losses in excess of $100 million for 2017, 2) TCE to tangible assets falls or is expected to fall below 5.0%, 3) there is a combination of increasing leverage and continued losses -- such that TCE to TMA falls below 6% while the company has not yet regained consistent profitability, 4) the company is subject to additional regulatory action resulting in material fines, 5) the company is terminated as servicer or as subservicer on a large percentage of loans it services, or 6) the company materially accelerates its expansion into new business ventures such as its recent entry into the automobile floor plan lending market. The principal methodology used in this rating was "Finance Companies" published in October 2015. PARAGON OFFSHORE: Court Enters Written Confirmation Denial Order ---------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order denying confirmation of Paragon Offshore's Amended Joint Chapter 11 Plan. The Court asserts, "As set forth in the Court's oral ruling on October 28, 2016, the question before the Court is simple is the Debtors' plan feasible? It is not. Based upon the evidence before the Court, the Debtors' business plan, even under its Downside Sensitivity analysis, is based upon unrealistic assumptions as to rig utilization and day rates and, thus, is not reasonable. Under the Debtors' proposed Modified Plan, the Debtors will either run out of cash altogether or, at best, breach their financial covenants under the reorganized debt - even though those covenants are lower than under the Original Plan. In addition, the Debtors have failed to establish that they will be able to refinance their debt when they meet their maturity wall in 2021. That is not to say the Debtors cannot reorganize. Indeed, the Debtors can and should be able to do so. It is also not to say that the Term Lenders' debt cannot be reinstated. It may, provided the Debtors can establish that the debt can be paid or refinanced at maturity, which is less than clear even if the Modified Plan is otherwise feasible. The main problem is that the Modified Plan, which is an improvement over the initial plan, still siphons $450 million in cash out of the estate, which is at least $150 to $200 million too much. That cash is needed for the Reorganized Debtors to be able to survive the challenging business environment of off-shore oil and gas production over the next several years and to be reasonably able to refinance their debt in 2021. At the end of the day, these cases are all about liquidity. The Debtors' Modified Plan robs the businesses of too much cash and does not preserve sufficient liquidity to meet the challenges of the next several years. These businesses can and should reorganize and recover but not under the Modified Plan." About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Stilley Out, Taylor In as CEO ----------------------------------------------- Paragon Offshore plc disclosed in a regulatory filing that effective Nov. 9, 2016, Randall D. Stilley was no longer serving as President and Chief Executive Officer of Paragon Offshore plc. In addition, effective Nov. 9, 2016, Mr. Stilley was no longer a member of the Board. On Nov. 9, 2016, the board of directors of the Company appointed Dean E. Taylor to serve as interim President and Chief Executive Officer. Mr. Taylor, age 67, has served as a member of the Board and as the chairperson of the Board's Nominating and Corporate Governance Committee since the Company's founding in 2014. He previously served in a variety of roles at Tidewater Inc. from 1978 through 2012, including Chief Executive Officer and Chairman of the Board. Tidewater, Inc., is a global provider of offshore service vessels to the energy industry. Mr. Taylor also serves on the board of directors of the American Bureau of Shipping and has previously served on the boards of Trican Well Service Ltd. and Whitney Holding Corporation. While serving as interim President and Chief Executive Officer, Mr. Taylor will remain on the Board but concurrently with his appointment as such, he resigned from his position on the Board's Nominating and Corporate Governance Committee and the Board's Compensation Committee. In connection with Mr. Taylor's appointment as interim President and Chief Executive Officer of the Company, as of Nov. 9, 2016, Paragon Offshore Services LLC -- a subsidiary of the Company who is not a debtor in the Company's previously announced chapter 11 cases -- and Mr. Taylor entered into an Employment Letter that, among other things, provides that Mr. Taylor will be paid a base salary of $800,000 per annum for his services and a one-time success bonus of $800,000 if Mr. Taylor is employed on the date of a Triggering Event. A "Triggering Event" will occur upon the earlier of (a) the "effective date" of a plan of reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") that is confirmed with respect to the Company; (b) the closing date of a sale of all or substantially all of the assets of the Paragon Debtors (as defined below), or a majority of the outstanding stock of the Company, in each case in one or more transactions under Section 363 of the Bankruptcy Code; or (c) conversion of the chapter 11 cases of any of the Paragon Debtors holding all or substantially all of the assets of the Company and its affiliates to a bankruptcy case under chapter 7 of the Bankruptcy Code. The "Paragon Debtors" are the Company and its affiliates that filed for bankruptcy protection under chapter 11 of the Bankruptcy Code, whose bankruptcy cases are currently pending in the United States Bankruptcy Court for the District of Delaware and jointly administered in Case No. 16-10386. If Mr. Taylor is terminated without Cause (as defined in the Employment Letter) (x) prior to Feb. 9, 2017 and a Triggering Event occurs within three months of such termination or (y) on or after February 9, 2017 and a Triggering Event occurs within six months of such termination, he will be entitled to the Success Bonus notwithstanding such termination provided that he executes and does not revoke a general release in a form provided by Paragon Offshore Services LLC. There are no other arrangements or understandings between Mr. Taylor and any other persons pursuant to which he was selected as interim President and Chief Executive Officer other than the Employment Letter. There are no family relationships between Mr. Taylor and any director or executive officer of the Company. The Company's letter agreement with Mr. Taylor is available at https://goo.gl/scydms Manz Out, Ahlstrom In as CFO Paragon Offshore plc disclosed in a regulatory filing that effective Nov. 9, 2016, Steven A. Manz was no longer serving as Chief Financial Officer of the Company. The board of directors of the Company on Nov. 9, 2016, appointed Lee M. Ahlstrom to serve as interim Chief Financial Officer. Mr. Ahlstrom, aged 48, has served as Senior Vice President of Investor Relations, Strategy and Planning of the Company since its founding in 2014. Mr. Ahlstrom has more than 20 years of experience in the oil and gas industry. Prior to his role at the Company, he served as Senior Vice President - Strategic Development and Vice President of Investor Relations and Planning of Noble Corporation. Prior to joining Noble, Mr. Ahlstrom held various management positions at UNOCAL Corporation and was an Engagement Manager with McKinsey & Company. Mr. Ahlstrom began his career with Exxon, where he held a variety of surface and subsurface engineering positions. Mr. Ahlstrom serves on the board of directors for the National Investor Relations Institute (NIRI) and holds NIRI's Investor Relations Charter (IRC(TM)) credential. There are no other arrangements or understandings between Mr. Ahlstrom and any other persons pursuant to which he was selected as interim Chief Financial Officer. There are no family relationships between Mr. Ahlstrom and any director or executive officer of the Company. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PATRIOT METALS: Hires Tate as Special Counsel --------------------------------------------- Patriot Metals, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Suzy Tate, PA as special counsel to the Debtor. Patriot Metals requires Tate to advise the Debtor as to any and all issues in connection with Joseph N. Perlman, and to represent the Debtor in the event litigation arises with Perlman. Tate will be paid at the hourly rate of $250-$300. Tate will also be reimbursed for reasonable out-of-pocket expenses incurred. Suzy Tate, member of Suzy Tate, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tate can be reached at: Suzy Tate, Esq. 14502 N. Dale Mabry Hwy., Suite 200 Tampa, FL 33618 Tel: (813) 264-1685 Fax: (813) 264-1690 E-mail: cbrouss@suzytate.com About Patriot Metals Patriot Metals, Inc. dba Patriot Metals Recycling filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-bk-06860-MGW), on August 8, 2016. The Debtor's counsel is James W. Elliott, Esq. at McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. of Tampa, Florida. No trustee or examiner has been appointed in this case and no official committees have been appointed. PAVEL SAVENOK: Klyachenko Buying Skyline 65% Interest for $500K --------------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Nov. 28, 2016, at 10:00 a.m., to consider Pavel Savenok's proposal to sell his 65% ownership interest in Skyline Plastering, Inc. to Peter Klyachenko for $500,000. The Debtor, through the Paul Savenok Revocable Trust dated April 23, 2003, is the 65% owner of the stock of Skyline, which is in the business of plastering and insulation systems for real estate throughout the Chicagoland area. Debtor has recently received an offer to purchase his shares of Skyline from Klyachenko, who is President of Skyline and minority shareholder, for the amount of $500,000, which has been accepted by the Debtor and subject to the Court's approval. A copy of the executed Stock Purchase Agreement, Promissory Note and Escrow Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Pavel_Savenok_182_Sales.pdf While Skyline generates substantial revenues, it has experienced cash flow problems over the past year and is now subject to a lawsuit from its union in the U.S. District Court for the Northern District of Illinois, Eastern Division, Case No. 16-CV-448, which seeks an audit of the corporation's accounts and seeks a judgment for at least $392,000 for delinquent contributions. Based on Skyline's recent financial issues, if the corporation were liquidated today, the Debtor believes that his stock would have little value. The purchase of the Debtor's stock by Klyachenko is part of an overall restructuring of Skyline where its primary lender, First Community Bank, is agreeable to taking a reduced payment on its loan in exchange for payment in full from a new loan generated by Klyachenko. First Community Bank is a creditor of the Debtor by virtue of the Debtor's guaranty of the debt due from Skyline, and if First Community Bank is paid off, it will reduce a potential claim due and owing from the Debtor. Thus, the Debtor believes that the proposed purchase is in the best interest of his estate and creditors as it is substantially more than would be received if his stock were sold otherwise. The Debtor originally filed a motion to approve the sale, which was denied by the Court as the agreement allowed the purchaser to obtain possession of the stock prior to the purchase price being paid. The current agreement resolves the various issues that the Court expressed at the first hearing. Specifically, $250,000 is paid at closing with the Purchaser only receiving half of the stock. The remaining stock is held in escrow until full payment is made, and if the payment is not paid in full, the stock is returned to the Debtor, or the Debtor has the option to pursue purchaser for the remaining amount due under the agreement. The proceeds from the sale will be used to fund the initial lump sum payments under the Debtor's plan of reorganization, which is set for confirmation on the presentment date of the Motion. In addition, the purchase price is much more than the Debtor would receive on the open market, as if Skyline were liquidated, the Debtor would receive very little for his shares, given the current financial problems of Skyline. The current Buyer is likely the only party motivated to purchase the stock given his position with the company and efforts to restructure the company. The Debtor asks that the court shorten the notice of the Motion so that notice is deemed adequate under the circumstances. Reducing the notice would allow the proposed sale to complete reasonably close to the time contemplated in the Stock Purchase Agreement which contemplates a closing date of Nov. 30, 2016. About Pavel Savenok Pavel Savenok is an individual residing in the State of Illinois, town of Wheaton. The Debtor holds an ownership interest in several business entities through the Paul Savenok Trust dated April 23, 2003. The Debtor's primary business affairs focus on construction, oil and gas well development, and patent consulting. The Debtor holds interests in Skyline Plastering, Inc., Stucco Molding, Inc., Royal Corinthian, Inc., and Fox Valley Contractors, LLC, which are in the construction business. The Debtor also holds an interest in PLS Energy, LLC, Farnham Development, LLC, and Cenco Development, LLC, which hold working interests in oil and gas wells in Louisiana that are in various stages of development. Finally, the Debtor holds an interest in Pavelid Technology, LLC, Sava Media, Inc., and Remote Media, LLC, which are holding companies for patent rights or are engaged in businesses involving the development of patent rights. Pavel Savenok filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-05998) on Feb. 23, 2015. The Debtor is represented by Joshua D. Greene, Esq., who has an office in Denver, Colorado. PETERS MACHINE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Peters Machine, Inc. as of Nov. 21, according to a court docket. Peters Machine, Inc., based in Decatur, IL, filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 16-71534) on September 20, 2016. The Hon. Mary P. Gorman presides over the case. Jonathan A Backman, Esq., at Law Office of Jonathan A. Backman, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Jerald L. Nelson, president. PHARMACOGENETICS DIAGNOSTIC: Has Until March 8 To File Ch 11 Plan ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky has given Pharmacogenetics Diagnostic Laboratory, LLC, until March 8, 2017, to file a Chapter 11 plan and disclosure statement. About Pharmacogenetics Diagnostic Laboratory Pharmacogenetics Diagnostic Laboratory, LLC, dba PGXL Laboratories dba PGX Laboratories, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-33404) on Nov. 8, 2016. The petition was signed by Dr. Roland Valdes, Jr., president/CEO. The case is assigned to Judge Thomas H. Fulton. The Debtor estimated assets at $500,000 to $1 million and liabilities at $10 million to $50 million at the time of the filing. The Debtor is represented by Charity Bird Neukomm, Esq., at Kaplan & Partners LLP. PREMIERE GLOBAL: S&P Revises Outlook to Stable & Affirms 'B' CCR ---------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Atlanta-based Premiere Global Services Inc. (PGi) to stable from negative and affirmed S&P's 'B' corporate credit rating on the company. S&P also affirmed its 'B' issue-level rating, with a recovery rating of '3', on the company's $550 million first-lien term loan maturing 2021 and $50 million revolving credit facility maturing 2020. The '3' recovery rating indicates S&P's expectations for meaningful (50%-70%; higher end of the range) recovery in the event of payment default. "The outlook revision to stable from negative reflects a significant reduction in PGi's leverage over the last year," said S&P Global Ratings credit analyst Kenneth Fleming. Debt to EBITDA has decreased from the high-6x area at the time of the leveraged buyout (LBO) by Siris in late 2015 to just over 5x as of Sept. 30, 2016, which is in line with 'B' rated peers of similar scale. PGi has dramatically reduced operating costs across all areas of the business including marketing, network related costs, and general and administrative expenses, and eliminated public company costs. As a result, EBITDA margin expanded more than 700 basis points (bps) in the first nine months of 2016 to 26%. Additionally, the company has paid off roughly $30 million of the $100 million bridge loan from its sponsor with cash generated from operations. PGi recently refinanced the balance of this loan with a new $70 million second-lien loan. The stable outlook reflects S&P's expectation that PGi will be able to offset declines in revenue with additional cost cutting measures. S&P expects the company will maintain adjusted leverage around 5x over the next year and generate around $40 million in free cash flow. Q AND Q REALTY: Submits Amended Expense Tables for Cash Use ----------------------------------------------------------- Q and Q Realty, LLC, submits to the U.S. Bankruptcy Court for the Eastern District of New York, its amended Monthly Expenses Table for the months of November 2016 and December 2016. The amended Monthly Expenses Tables provide for total expenses in the amount of $26,338 for each of the months of November 2016 and December 2016. The expenses listed in the tables include insurance, electric, repairs and maintenance, and water, among others. A full-text copy of the Debtor's Supplemental Statement, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/QandQRealty2016_11644044nhl_32.pdf A full-text copy of the Debtor's amended Monthly Expenses Table for November 2016, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/QandQRealty2016_11644044nhl_32_1.pdf A full-text copy of the Debtor's amended Monthly Expenses Table for December 2016, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/QandQRealty2016_11644044nhl_32_2.pdf About Q and Q Realty, LLC Q and Q Realty LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-44044) on Sept. 9, 2016. The petition was signed by Juan Galvan, managing member. The case is assigned to Judge Nancy Hershey Lord. The Debtor is represented by Robert L. Reda, Esq., at The Law Offices of Robert L. Reda, P.C. At the time of the filing, the Debtor disclosed $4 million in assets and $2.16 million in liabilities. QUALITY DISCOUNT: Submits Memorandum to Support Cash Use Motion --------------------------------------------------------------- Quality Discount Ice Cream Distributors, Inc., submitted to the U.S. Bankruptcy Court for the Southern District of California, a Memorandum of Points and Authorities to support its Cash Collateral Motion. The Debtor relates that it has an agreement with Bank of America that would permit the Debtor to use cash collateral in accord with a specific budget. The Debtor further relates that it will pay Bank of America $7,500 in November and December 2016, and at least $12,500 monthly thereafter, as adequate protection. The Debtor tells the Court that the stipulation saves the estate from the costs of obtaining approval to use cash collateral via an adversary process. The Debtor further tells the Court that it expects to pay Bank of America as set out in the stipulation and grow its business and increase revenue and profits during the period covered by the stipulation. The Debtor adds that it will be through the growth of the business that the Debtor plans to address the payment of its debts. The Debtor contends that Bank of America is owed more than $3,000,000 and that it holds a first priority lien on the Debtor's assets. A full-text copy of the Debtor's Memorandum of Points and Authorities, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/QualityDiscount2016_1601709la11_82.pdf About Quality Discount Ice Cream Distributors Farshad Yoghouti, Gholamreza Chitgari and Babak Afshin filed an involuntary chapter 11 petition on behalf of Quality Discount Ice Cream Distributors, Inc. (Bankr. S.D. Cal. Case No. 16-01709) on March 29, 2016. The Petitioners are represented by Kit James Gardner, Esq., at the Law Offices of Kit J. Garnder. The case is assigned to Judge Christopher B. Latham. Farshad Yaghouti asserts a claim in the amount of $2,348,000; Gholamreza Chitgari asserts a claim in the amount of $500,000; and Babak Afshin asserts a claim in the amount of $150,000. The alleged Debtor offers the wholesale distribution of confectionery and cold sweets. RECYCLING GROUP: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Recycling Group, LTD 630 Shephard Cincinnati, OH 45215 Case No.: 16-14347 Chapter 11 Petition Date: November 21, 2016 Court: United States Bankruptcy Court Southern District of Ohio (Cincinnati) Judge: Hon. Jeffery P. Hopkins Debtor's Counsel: William B Fecher, Esq. 3700 Carew Tower 441 Vine Street Cincinnati, OH 45202 Tel: (513) 621-2666 Fax: 513-345-1756 E-mail: wbfecher@statmanharris.com - and - Alan J. Statman, Esq. STATMAN, HARRIS & EYRICH, LLC 441 Vine Street, Suite 3700 Cincinnati, OH 45202 Tel: 513-621-2666 E-mail: ajstatman@statmanharris.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael A. Story, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ohsb16-14347.pdf RELIABLE HUMAN: Wants to Use Cash Collateral -------------------------------------------- Reliable Human Services, Inc., asks the U.S. Bankruptcy Court for the District of Minnesota for authorization to use cash collateral. The Debtor believes that its pre-bankruptcy assets are subject to several tax liens filed by the Internal Revenue Service and the Minnesota Department of Revenue. The Debtor contends that its assets may also be subject to security interest and claims asserted by Pearl Capital and Direct Capital Source. The Debtor says that the only two entities with an interest in cash collateral are the Internal Revenue Service and the Minnesota Department of Revenue. The Debtor tells the Court that it will suffer irreversible and irreparable harm if it is not able to use cash collateral. The Debtor further tells the Court that it needs to use cash collateral to meet the ordinary expenses of operating its business in accordance with its proposed budget and cash flow projections. The Debtor proposes to grant replacement liens to the Internal Revenue Service, the Minnesota Department of Revenue, Pearl Capital and Direct Capital Source. A full-text copy of the Debtor's Motion, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/ReliableHuman2016_1643368_7.pdf Pearl Capital can be reached at: PEARL CAPITAL Attn: Alan Miller 100 William Street, 9th Floor New York, NY 10038 Direct Capital Source can be reached at: DIRECT CAPITAL SOURCE Attn: Mike Mandel 500 West Putman Ave, #400 Greenwich CT 06830 About Reliable Human Services Reliable Human Services, Inc., filed a chapter 11 petition (Bankr. D. Minn. Case No. 13-44330) on Sept. 4, 2013. The petition was signed by Christian K. Kolleh, president. The Debtor is represented by Steven B. Nosek, Esq., at Steven B. Nosek, P.A. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. The Debtor operates a home health care business, and has been in business for several years. ROBERT DOKKEN: Disclosures Conditionally OK'd; Hearing on Feb. 23 ----------------------------------------------------------------- The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida has conditionally approved Robert S. Dokken Jr.'s disclosure statement dated July 6, 2016, referring to the Debtor's amended plan of reorganization. A plan confirmation hearing will be held on Feb. 23, 2017, at 10:00 a.m. Central Time. Objections to the confirmation must be filed and served seven days before the confirmation hearing. Feb. 16, 2017, is the last day for filing and serving written objections to the Disclosure Statement, and is fixed as the last day for filing acceptances or rejections of the Amended Plan. On or before Jan. 24, 2017, the Plan, the Disclosure Statement, ballot for accepting or rejecting the Amended Plan, and the court order conditionally approving the Disclosure Statement will be transmitted by mail by the attorney for the proponent of the Amended Plan sought to be confirmed to creditors, equity security holders and other parties-in-interest. As reported by the Troubled Company Reporter on July 12, 2016, the Debtor filed with the Court a Plan of Reorganization and accompanying Disclosure Statement, which propose that general unsecured creditors will be paid in full. Robert Dokken, a Chartered Financial consultant, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 14-50203) on June 17, 2014. According to WMBB.com, he owed more than $2 million to the IRS, and more than $500,000 to Prosperity Bank, which he cited as the reason for the bankruptcy filing. RUBEN OCASIO PINO: Plan Confirmation Hearing Set for Dec. 14 ------------------------------------------------------------ The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Reuben Ocasio Pino and Yelitza I. Rodriguez de Jesus' disclosure statement filed on Nov. 7, 2016, referring to the Debtors' plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on Dec. 14, 2016, at 9:00 a.m. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 10 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and the confirmation of the Plan must be filed on or before 10 days prior to the date of the hearing on confirmation of the Plan. General unsecured creditors are classified in Class 8, and will receive a distribution of $5,000.00 which equals approximately a 2.5% distribution of their allowed claims. Distributions to General Unsecured Creditors will be made via 60 monthly payments of $83.33 commencing on the first day of the 60th month following the Effective Date of the Plan. The Plan establishes that the Plan will be funded from the cash-flows generated by the Reorganized Debtor. The Debtor's cash-flows consist of the business income and revenue generated by the Debtor's DBA Ruben Haris Styling. The Debtor will contribute its cash flows to fund the Plan commencing on the Effective Date of the Plan and continue to contribute through the date that Holders of Allowed Class 1 to 8 Claims receive the payments specified for in the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-03030-79.pdf Ruben Ocasio Pino and Yelitza I. Rodriguez-De-Jesus filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-03030) on April 18, 2016. Jesus Enrique Batista Sanchez, Esq., at The Batista Law Group, PSC, serves as the Debtor's bankruptcy counsel. SABLE NATURAL: Sec. 341 Creditors Meeting Set for Dec. 15 --------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee scheduled to the case of Sable Natural Resources (f/k/a NYTEX Energy Holdings) a Section 341 Meeting of Creditors on Dec. 15, 2016. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Sable Natural Sable Natural Resources Corp. acquires, develops and produces oil and natural gas reserves from wells in carbonate reservoir. Sable Natural Resources filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 16-34422) on Nov. 11, 2016. The Company is represented by Joyce Lindauer of Joyce W. Lindauer Attorney, PLLC. The Debtor disclosed $20.24 million in assets and $3.19 million in liabilities. Subsidiary Sable Operating previously filed a Chapter 11 petition on Aug. 28, 2015 and emerged from that bankruptcy on Nov. 1, 2016. According to Sable Natural Resources petition, "Sable Natural Resources is in default of $1.95M Convertible Debentures and has not been able to cure the default." Court-filed documents further note, "Funds will be available for distribution to unsecured creditors." SAILING EMPORIUM: Peoples Bank Seeks Appointment of Ch. 11 Trustee ------------------------------------------------------------------ The Peoples Bank filed a motion asking the U.S. Bankruptcy Court for the District of Maryland to direct the appointment of a Chapter 11 Trustee for The Sailing Emporium, Inc. Peoples Bank is a Maryland banking corporation organized under the laws of the State of Maryland and a secured creditor in the Debtor's bankruptcy case by virtue of a properly perfected, first-priority security interest in the Debtor's property on Rock Hall Harbor in Rock Hall, Maryland. The bank tells the Court that the Debtor is not maintaining adequate insurance on its property and in the event Debtor fails to immediately obtain hazard insurance, Peoples Bank will incur monthly costs in the approximate amount of $1,826.77 for payments towards the $22,225.00 hazard insurance premium. Moreover, the Debtor has also been unable to pay its real estate taxes on its property. Also, Peoples Bank says it suspects that the majority of the revenue of the Debtor during the winter months (i.e. winter storage) was diverted from the Debtor to Cat's Paw, Inc., and subsequently used to pay the Debtor's counsel fees. The Cat's Paw, Inc., is a Maryland corporation that runs the gift shop located on the property. Thus, People's Bank asserts that the Debtor cannot be counted on to act in a fiduciary capacity towards its creditors. Also, it is in the best interests of the creditors and the integrity of the bankruptcy process that a Chapter 11 trustee be appointed to administer the case. About The Sailing Emporium The Sailing Emporium, Inc., filed a chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on November 1, 2016. The petition was signed by William Arthur Willis, president. The case is assigned to Judge Thomas J. Catliota. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. The Debtor owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. SANTA ROSA ANIMAL: Seeks to Use Bank of America Cash Collateral --------------------------------------------------------------- Santa Rosa Animal Hospital, P.A., asks the U.S. Bankruptcy Court for the Northern District of Florida for authorization to use cash collateral. The Debtor relates that Bank of America, N.A., has asserted that it holds a security interest in the Debtor's assets, including equipment, furnishings, goods and inventory, deposit accounts, account receivable and other assets. The Debtor tells the Court that its use of cash collateral is essential to the continuing operation of its business, to maintain the value of the estate and for an effective reorganization. The Debtor further tells the Court that the expenses incurred by the Debtor and for which cash collateral will be used will all be incurred in the normal and ordinary course of the Debtor's business. The Debtor's proposed Interim Budget provides for total expenses in the amount of $19,522.66. The Debtor proposes to make monthly adequate protection payments to Bank of America in the amount of $69.74, representing accruing interest on the value of the Debtor's assets subject to Bank of America's alleged secured claim, which the Debtor asserts is $16,361.04. The Debtor further proposes to grant Bank of America with a replacement lien in postpetition accounts and accounts receivable, in the same order of priority as existed prepetition. A full-text copy of the Debtor's Motion, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/SantaRosa2016_1631051jco_17.pdf A full-text copy of the Debtor's proposed Budget, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/SantaRosa2016_1631051jco_17_2.pdf Bank of America, N.A., can be reached at: BANK OF AMERICA, N.A. 70 Batterson Park Rd. Farmington, CT 06032 - and - BANK OF AMERICA, N.A. 2740 Airport Drive, Ste 300 Columbus, OH 43219 About Santa Rosa Animal Hospital Santa Rosa Animal Hospital, P.A., filed a chapter 11 petition (Bankr. N.D. Fla. Case No. 16-31051) on Nov. 9, 2016. The petition was signed by Cheryl L. Beck, DVM, president. The Debtor is represented by Natasha Z. Revell, Esq., at Zalkin Revell, Pllc. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. SCHOPF'S HILLTOP: Disclosures Okayed, Plan Hearing on January 19 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin will consider approval of the Chapter 11 plan of reorganization of Schopf's Hilltop Dairy, LLC, at a hearing on January 19. The hearing will be held at 10:00 a.m., at the U.S. Courthouse, Courtroom 133, 517 E. Wisconsin Avenue, Milwaukee, Wisconsin. The court on November 3 approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set a December 19 deadline for creditors to cast their votes and a January 6 deadline to file their objections. About Schopf's Hilltop Schopf's Hilltop Dairy, LLC, based in Sturgeon Bay, Wisconsin, filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 15-33333) on Dec. 14, 2015. Hon. Michael G. Halfenger presides over the case. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Dennis W. Schopf, member. The Debtor is represented by John W. Menn, Esq., Steinhilber, Swanson, Mares, Marone & McDermott. SIGA TECH: Completes Rights Offering, PharmAthene Judgment Paid --------------------------------------------------------------- SIGA Technologies, Inc., completed the a previously disclosed rights offering, pursuant to which it raised approximately $35.3 million in gross proceeds through the sale of 23,523,195 shares of its common stock. The final subscription price was $1.50 per share. The Company used the net proceeds of the Rights Offering, together with proceeds from the Loan and cash on hand, for the satisfaction of PharmAthene, Inc.'s judgment against the Company, payable by Nov. 30, 2016 pursuant to the Company's Third Amended Chapter 11 Plan as approved by the United States Bankruptcy Court for the Southern District of New York. The Rights Offering was made pursuant to a registration statement on Form S-1 previously filed with the Securities and Exchange Commission and declared effective by the SEC on October 21, 2016. A copy of the Prospectus is available at https://goo.gl/wn9oOb Through basic subscriptions and oversubscriptions, the Rights Offering was fully subscribed. An additional 708,530 shares at a valuation of $2.49 (the closing price of the Company's common stock on the OTC Pink Sheets on November 16, 2016) will be issued collectively to the parties backstopping the offering: -- ST Holdings One LLC ("MacAndrews"), which is a wholly owned subsidiary of MacAndrews & Forbes LLC, -- Blackwell Partners LLC - Series A, -- Nantahala Capital Partners Limited Partnership, -- Nantahala Capital Partners II Limited Partnership, -- Silver Creek CS SAV, L.L.C. and -- Nantahala Capital Partners SI, LP in payment of the 5% fee payable to the Backstop Parties in connection with the backstop agreement entered into between the Company and the Backstop Parties. Because the Rights Offering was fully subscribed, the Backstop Parties were not required to draw on such commitment. Steven M. Cohen, Executive Vice President, Chief Administrative Officer and General Counsel, at MacAndrews & Forbes disclosed in a regulatory filing that his firm and related entities may be deemed to beneficially own 30.8% of SIGA's common stock. He said, "On November 16, 2016, ST Holdings One purchased 5,854,212 shares of Common Stock in the Rights Offering, through its exercise of its basic subscription rights. In addition, it purchased 4,206,431 shares of Common Stock through its exercise of oversubscription rights. Also, on November 17, 2016, the Company delivered an additional 565,010 shares of Common Stock to ST Holdings One as fee for providing the backstop commitment under the Backstop Agreement. ST Holdings One funded the purchase price for these shares from cash on hand." A copy of MacAndrews' filing is available at https://goo.gl/TG7EUW The Company on Nov. 16 also announced the funding of its previously disclosed loan agreement, which, together with the proceeds of the Rights Offering, and with the use of cash on hand, enabled the Company to satisfy, in its entirety, the remaining portion of PharmAthene judgment. "This marks a significant milestone for SIGA. The Company has now fully satisfied the prior judgment, and is poised for future growth," said CEO Phil Gomez. As of September 30, 2016, a cumulative total of $115 million of payments have been made by the Company against the PharmAthene claim. As such, the obligation to PharmAthene as of September 30, 2016 is approximately $93.7 million. In October, the Company paid an additional $10 million against the PharmAthene obligation. As of October 31, 2016, the Company's remaining obligation to PharmAthene was approximately $83.7 million. Early this month, SIGA delivered to the Securities and Exchange its earnings report for the third quarter ended Sept. 30, 2016. The Company posted a Net and comprehensive loss of $9,243,642 for the quarter, compared to a net loss of $5,630,520 for the same period in 2015. The Company remains in the red the past three quarters, posting a net loss of $29,258,060. During the first three quarters of 2015, SIGA posted a net loss of $19,357,276. Revenues for the Sept. 30, 2016 quarter was $4,658,355. The revenues were on account of Research and development. During the third quarter of last year, the Company had revenues of $1,327,403. During the past three quarters, the Company posted revenues of $7,829,402 compared to $3,986,955 for the same three quarters last year. As of Sept. 30, 2016, the Company had total assets of $162,837,339 and total liabilities of $476,002,283. The Company admitted that its ability to continue as a going concern is impacted by the Delaware Supreme Court's ruling affirming the judgment in favor of PharmAthene, the magnitude of the remaining obligation to PharmAthene ($93.7 million) as of September 30, 2016, and by the uncertainty attendant to the exact impact of the Rights Offering and the Term Loan. "There can be no assurance that the Company will be able to finalize either the aforementioned Rights Offering or Term Loan, on satisfactory terms or at all. In addition, as of September 30, 2016, the Company has a net capital deficiency of $313 million. These factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said. A copy of the financial report on Form 10-Q is available at https://goo.gl/an0yS3 About SIGA Technologies SIGA Technologies, Inc. (OTCMKTS:SIGA), with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case was assigned to Judge Sean H. Lane. The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. A Statutory Creditors' Committee was represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at Proskauer Rose LLP. The Committee retained Guggenheim Securities, LLC, as its financial advisor and investment banker. Chapter 11 Bankruptcy SIGA commenced the chapter 11 case to preserve and to ensure its ability to satisfy its commitments under a contract with the U.S. Biomedical Advanced Research and Development Authority and to preserve its operations, which likely would have been jeopardized by the enforcement of a judgment stemming from the litigation with PharmAthene, Inc. On January 15, 2015, the Delaware Court of Chancery entered its Final Order and Judgment awarding PharmAthene approximately $195 million, including pre-judgment interest up to January 15, 2015. On January 16, 2015, the Company filed a notice of appeal of the Outstanding Judgment with the Delaware Supreme Court and, on January 30, 2015, PharmAthene filed a notice of cross appeal. On October 7, 2015, the Delaware Supreme Court heard oral argument, en banc. On December 23, 2015 the Delaware Supreme Court affirmed the Outstanding Judgment. The Bankruptcy Court for the Southern District of New York entered an order confirming the Debtor's Third Amended Chapter 11 Plan, dated April 7, 2016, and, as a result, SIGA emerged from chapter 11. The Plan was confirmed amid a challenge by current shareholders. This concludes the Troubled Company Reporter's coverage of SIGA Technologies until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SLAYTON FAMILY: Wants to Use Quik Capital Cash Collateral --------------------------------------------------------- Slayton Family Beef O'Brady's LLC and creditor Quik Capital, LLC, ask the U.S. Bankruptcy Court for authorization for the Debtor to use cash collateral. The Debtor tells the Court that it wants to use cash collateral and seeks the Court's approval for the grant of replacement liens relating to the Debtor's cash on hand and account receivables, and the grant of adequate protection, pursuant to the terms of a prepetition lending arrangement provided by creditor Quik Capital. The lending arrangement is a secured cash advance line of credit, with a payment determined by gross sales of product reported and paid through a secured credit card servicing agreement. Credit card receivable secures current debt of approximately $37,500. The Debtor tells the Court that it has determined that it can reorganize its business operations and that it is in the best interest of all of its creditors to do so. The Debtor further tells the Court that the Debtor urgently needs to continue with a credit card servicing network as majority of its sales are recorded and paid by credit card transactions. The Debtor relates that Quik Capital has agreed to reduce its credit card processing fee from 16% to five percent. The Debtor further relates that it needs to continue business operations, and is unable to obtain post-petition financing from any source other than the potential future credit card advances from Quik Capital after an interim period of 30 days from the Petition Date, in which the viability of the Debtor's business operations will be assessed by Quik Capital for future credit advances. The Debtor proposes to grant Quik Capital with a security interest in post-petition credit card receivables to compensate for its use of credit card processing services and to pay down to Quik Capital the prepetition debt based upon a reduced service or interest fee of five percent of gross sales of all credit card transactions per the terms of its prepetition loan documents. A full-text copy of the Consent Motion, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/SlaytonFamily2016_1640484kks_16.pdf Quik Capital LLC can be reached at: QUIK CAPITAL LLC 1111 N. West Shore Blvd., Suite 500 Tampa, FL 33607-4713 About Slayton Family Beef O'Brady's Slayton Family Beef O' Bradys LLC filed a chapter 11 petition (Bankr. N.D. Fla. Case No. 16-40484) on Nov. 7, 2016. The petition was signed by Harold D. Slayton, manager. The Debtor is represented by Robert C. Bruner, Esq., at Robert C. Bruner, attorney. The Debtor estimated assets at $0 to $50,000 and liabilities at $50,001 to $100,000 at the time of the filing. SOUTHERN SEASON: Sale of Assets at NC Stores for $30K Approved -------------------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina approved Southern Season, Inc.'s proposed private sale of tangible assets, except for inventory, located at the Debtor's stores in Raleigh, North Carolina and Asheville, North Carolina, and all tangible assets, including inventory, located at the Debtor's store in Charleston, South Carolina ("Supplemental Sale Assets") to Calvert Retail, L.P., for $30,000. On Aug. 21, 2016, the Court entered its Order (I) Approving the Asset Purchase Agreement between the Debtor and Calvert Retail, L.P., (II) Authorizing the Sale of Certain of the Debtor's Assets Free and Clear of Liens, Claims, Interests and Encumbrances, (III) Authorizing the Assumption and Assignment of a Certain Lease and (IV) Granting Related Relief ("Sale Order"). Any liens, claims, encumbrances or interests in the Supplemental Sale Assets are transferred to the sale proceeds. The Debtor is authorized to use and distribute the sale proceeds pursuant to the terms of decretal paragraph 29 of the Sale Order. About Southern Season Southern Season, Inc., was founded in 1975 and is a premier retail destination for specialty food and gifts. It currently operates its flagship retail store located in Chapel Hill, North Carolina, and its three "Taste of Southern Season" stores in Asheville, Raleigh, North Carolina and Charleston, South Carolina. Southern Season sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-80558) on June 24, 2016. The petition was signed by Clay Hammer, CEO. On Aug. 8, 2016, John Fioretti of ABTV was appointed as the Debtor's Chief Restructuring Officer. The CRO has the full and complete authority to manage the affairs of the Debtor. The Debtor is represented by John Paul H. Cournoyer, Esq., at Northen Blue, LLP, and Richard M. Hutson, II, Esq., at Hutson Law Offices, P.A. The case is assigned to Judge Benjamin A. Kahn. At the time of the filing, the Debtor disclosed $9.82 million in assets and $18.3 million in liabilities. SPECTACULARX INC: Allowed to Use Cash Collateral on Interim Basis ----------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized SpectaculaRX, Inc., to use Compass Bank's cash collateral on an interim basis. Judge Gargotta acknowledged that an immediate and critical need exists for the Debtor to obtain funds in order to continue the operation of its business. He further acknowledged that without such funds, the Debtor will not be able to pay its payroll and other direct operating expenses and obtain goods and services needed to carry on its business during this sensitive period in a manner that will avoid irreparable harm to the Debtor???s estate. The Debtor is indebted to Compass Bank in the amount of at least $177,101. Compass Bank has first priority, valid and perfected liens and security interests in substantially all of the Debtor's assets. Compass Bank is granted: (a) valid, binding, enforceable, and perfected liens co-extensive with Compass Bank's prepetition liens in all currently owned or after acquired property and assets of the Debtor; (b) first priority replacement liens and security interests, having priority over all other creditors, against the Debtor???s accounts receivable originating post-petition and any and all cash or other proceeds from those receivables on a dollar-for-dollar basis for each dollar of pre-petition cash or accounts receivable used by Debtor; and (c) an allowed super-priority administrative expense claim, with priority in payment over any and all administrative expenses, to the extent of any diminution in the value of Secured Lender???s interest in the Collateral and Cash Collateral. The Debtor is directed to pay to Compass Bank each monthly installment due and owing to Compass Bank in accordance with the applicable loan documents. The Debtor is ordered to maintain insurance on Compass Bank's collateral and pay taxes when due. A final hearing on the Debtor's Motion is scheduled on Dec. 5, 2016, at 10:00 a.m. A full-text copy of the Interim Order, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/SpectaculaRX2016_1652383cag_22.pdf Compass Bank is represented by: John J. Kane, Esq. KANE RUSSELL COLEMAN & LOGAN PC 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201-7207 Telephone: (214) 777-4200 E-mail: ecf@krcl.com About SpectaculaRX, Inc. SpectaculaRX, Inc., d/b/a Pearle Vision #8699, filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52383) on Oct. 19, 2016. The petition was signed by Virge Santiago, president. The Debtor is represented by Thomas Rice, Esq., at Pulman, Cappuccio, Pullen, Benson & Jones, LLP. The case is assigned to Judge Craig A. Gargotta. The Debtor disclosed total assets at $134,284 and total liabilities at $223,475, as of Sept. 30, 2016. SPECTRASCIENCE INC: Posts $777K Net Loss for Q3 2016 ---------------------------------------------------- SpectraScience, Inc., reported wider net loss of $777,100 for the three months ended September 30, 2016, from a net loss of $209,159 for the same period in 2015. For the first three quarters in 2016, the Company posted a net loss of $2,921,616 compared to a net loss of $2,662,111 for the same nine-month period in 2015. Revenues total $4,200 for the Sept. 30, 2016 quarter and $5,150 for the past three quarters. The Company posted $0 revenue in any of the quarters in 2015. The Company had $1,693,744 in total assets against $10,982,753 in total current liabilities at Sept. 30, 2016. Total mezzanine equity is $30,850 and accumulated deficit is $52,420,568 at Sept. 30, 2016. Historically, the Company's sources of cash have come from the issuance and sale of equity securities and debentures. The Company's historical cash outflows have been primarily used for operating activities including research, development, administrative and sales activities. Fluctuations in the Company's working capital due to timing differences of its cash receipts and cash disbursements also impact its cash flow. The Company expects to incur significant additional operating losses through at least the end of 2016, as it completes proof-of-concept trials, conducts outcome-based clinical studies and increases sales and marketing efforts to commercialize the WavSTAT4 System in Europe. If the Company does not receive sufficient funding, there is substantial doubt that the Company will be able to continue as a going concern. The Company may incur unknown expenses or may not be able to meet its revenue forecast, and one or more of these circumstances would require the Company to seek additional capital. The Company may not be able to obtain equity capital or debt funding on terms that are acceptable. Even if the Company receives additional funding, such proceeds may not be sufficient to allow the Company to sustain operations until it becomes profitable and begins to generate positive cash flows from operations. As of September 30, 2016, the Company had a working capital deficit of $10,503,770 and cash of $1,927, compared to a working capital deficit of $8,324,600 and cash of $127,493 as of December 31, 2015. In December 2011, the Company entered into an Engagement Agreement with Laidlaw & Company (UK) Ltd., which Engagement Agreement was amended in July 2012. Under the Engagement Agreement, Laidlaw agreed to assist the Company in raising up to $20.0 million in capital over a two-year period from the date of the Engagement Agreement. Subsequent to March 31, 2013, the Company has engaged other agents to assist the Company with raising capital and has commenced raising capital on its own. During the nine months ended September 30, 2016, the Company raised $1,185,000, net of transaction costs of $34,000, under these agreements. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the Engagement Agreements occur as expected, or if the Company is otherwise able to raise a similar level of funds, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company may not be able to find capital or raise capital or debt on terms that are acceptable. The holders of Convertible Debentures control the conversion of the Convertible Debentures and certain of the Convertible Debentures were not converted at their maturity constituting a potential default on the matured, but unconverted, Convertible Debentures. In the event of such default, principal, accrued interest and other related costs are immediately due and payable in cash. As of September 30, 2016, Convertible Debentures with a face value of $5,473,032 held by 75 individual investors are in default. None of these investors have served notice of default on the Convertible Debentures held by them. A copy of the Company's quarterly report on Form 10-Q is available at https://goo.gl/kl6TIQ About SpectraScience SpectraScience, Inc., develops and manufactures innovative Laser Induced Fluorescence spectrophotometry systems capable of determining whether tissue is normal, pre-cancerous or cancerous without removing tissue from the body. The WavSTAT Optical Biopsy System is SpectraScience's first product to incorporate its proprietary fluorescence technology for clinical use. The WavSTAT System carries the CE mark designation which allows for the sale and marketing in the European Union for the diagnosis of cancer. ST. MICHAEL'S MEDICAL: Hearing on Plan Disclosures Set For Dec. 8 ----------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey will hold on Dec. 8, 2016, at 11:00 a.m. the hearing on the adequacy of Saint Michael's Medical Center, Inc., et al.'s disclosure statement referring to the Debtors' Chapter 11 plan of orderly liquidation. Written objections to the adequacy of the Disclosure Statement must be filed no later than 14 days prior to the hearing. Under the Plan, Class 1C - Allowed Non-Trinity General Unsecured Claims, estimated to range $13,781,720 to $50,460,105, will receive on the Plan Distribution Date its Pro Rata Share of the following: (1) if the amount of Allowed Non- Trinity General Unsecured Claims against SMMC is greater than $100,000,000, then each holder of an Allowed Non-Trinity General Unsecured Claim will receive the following on the Plan Distribution Date: Cash in an amount equal to the sum of (i) the lesser of (a) 4% of the value of its Allowed Non-Trinity General Unsecured Claim and (b) its Pro Rata Share of $8,000,000 and (ii) the holder's Pro Rata Share of 70% of the remaining Assets of SMMC and its Estate available for distribution; (2) if the amount of Allowed Non-Trinity General Unsecured Claims against SMMC is between $100,000,000 and $75,000,000, then each holder of an Allowed Non-Trinity General Unsecured Claim will receive the following on the Plan Distribution Date: Cash in and amount equal to the sum of (i) 8% of the value of its Allowed Non-Trinity General Unsecured Claim and (ii) the holder's Pro Rata Share of 70% of the remaining Assets of SMMC and its Estate available for distribution; (3) if the amount of Allowed Non-Trinity General Unsecured Claims against SMMC is between $74,999,999 and $50,000,000, then each holder of an Allowed Non-Trinity General Unsecured Claim will receive the following on the Plan Distribution Date: Cash in an amount equal to the sum of (i) 12% of the value of its Allowed Non-Trinity General Unsecured Claim and (ii) the holder???s Pro Rata Share of 70% of the remaining Assets of SMMC and its Estate available for distribution; (4) if the amount of Allowed Non-Trinity General Unsecured Claims against SMMC is between $49,999,999 and $25,000,000, then each holder of an Allowed Non-Trinity General Unsecured Claim shall receive the following on the Plan Distribution Date: Cash in an amount equal to the sum of (i) 15% of the value of its Allowed Non-Trinity General Unsecured Claim and (ii) the holder???s Pro Rata Share of 70% of the remaining Assets of SMMC and its Estate available for distribution; and (5) if the amount of Allowed Non-Trinity General Unsecured Claims against SMMC is less than $25,000,000, then each holder of an Allowed Non-Trinity General Unsecured Claim will receive the following on the Plan Distribution Date: Cash in an amount equal to the sum of (i) 20% of the value of its Allowed Non-Trinity General Unsecured Claim and (ii) the holder's Pro Rata Share of 70% of the remaining Assets of SMMC and its Estate available for distribution. Estimated Recovery for Class 1C Claims is 20.5% to 59.1%. The Plan incorporates two extensively negotiated settlements that were previously approved by the Bankruptcy Court: * The Trinity Settlement Agreement by and among, the Debtors, the Committee and Trinity: The Trinity Settlement Agreement provided liquidity to fund the Chapter 11 Cases and excess funds to fund the proposed Plan. The Trinity Settlement Agreement provides, among other things, a $15 million DIP, repayment of which was waived; a preferred distribution to general unsecured creditors prior to Trinity sharing on account of its greater than $135 million unsecured claim; and funding of $750,000 for the reasonable costs of preparing and confirming a plan of liquidation. In return, Trinity received a release of all claims of the Debtor against Trinity and in the Trinity Settlement Agreement. * The BNYM Settlement Agreement by and among, the Debtors, the Committee and BNYM: The BNYM Settlement Agreement resolved the single largest claim against the Debtors -- an asserted secured claim in excess of $233 million by BNYM -- for $55.75 million, making possible the projected distribution in these cases. The BNYM Settlement Agreement provides, among other things, for the payment by the Debtors to BNYM in the amount of fifty-five million seven hundred and fifty thousand dollars ($55,750,000.00) from the proceeds of the sale of substantially all the Debtors' assets to the Buyer in exchange for a release of all claims, lien, encumbrances and interests of BNYM in, on and to the Debtors' pre-petition collateral and the remaining cash proceeds from the sale. A full-text copy of the Disclosure Statement dated November 3, 2016, is available at: http://bankrupt.com/misc/njb15-24999-993.pdf About Saint Michael's Medical Center Saint Michael's Medical Center, Inc., was incorporated in 2008 to acquire St. Michael's Medical Center and 2 other now defunct hospitals (Saint James Hospital and Columbus Hospital) was acquired from Cathedral Healthcare System Inc., a New Jersey nonprofit. SMMC is a second tier subsidiary of Trinity Health Corporation. The immediate sole corporate member of SMMC is Maxis Health System, a Pennsylvania not-for-profit corporation. Established by the Franciscan Sisters of the Poor in 1867, St. Michael's Medical Center is a 357- bed licensed regional tertiary-care, teaching, and research center in the heart of Newark, New Jersey's business and educational district and is accredited by The Joint Commission. On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The cases are pending before the Honorable Vincent F. Papalia, and the Debtors have requested that their cases be jointly administered under Case No. 15-24999. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. SMMC estimated $100 million to $500 million in assets and debt. United States Trustee Region 3, notified the United States Bankruptcy Court for the District of New Jersey of the appointment of Susan N. Goodman, RN JD, as patient care ombudsman in the Chapter 11 case of Saint Michael's Medical Center, Inc., and its debtor affiliates. The U.S. Trustee for Region 3, appointed seven creditors of Saint Michael's Medical Center Inc. and its affiliates to serve on the official committee of unsecured creditors. Andrew H. Sherman, Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at Sills Cummis & Gross PC, represent the Committee. STAR WEST: Moody's Affirms B1 Rating on $446MM Sr. Facilities ------------------------------------------------------------- Moody's Investors Service affirmed Star West Generation, LLC's B1 rating on its senior secured credit facilities consisting of $446 million in an outstanding senior secured term loan B due March 2020 and a $100 million revolving credit facility due March 2020 (mostly undrawn). Concurrently, Moody's revised Star West's rating outlook to negative from stable based on weakening re-contracting prospects owing to Moody's assessment of challenging market developments in the desert southwest electricity market region, best evidenced by the terms of a recent asset sale of a similar-sized combined cycle generating unit in the region. RATINGS RATIONALE Moody's outlook revision incorporates Moody's assessment of recent developments in the region where the Star West assets operate that have dimmed Star West's re-contracting prospects. Specifically, Calpine Corporation's announced sale of its South Point Energy Center (South Point) to NV Energy is a credit negative data point for Star West as South Point is the approximate size and in close proximity to the existing Griffith combined-cycle plant. Furthermore, Nevada Power Company (NPC: Baa1 stable), an operating subsidiary of NV Energy, is the current tolling off-taker for Griffith's energy and capacity contract which expires in September 2017. While the South Point transaction has not yet closed, the publicly disclosed price point for the transaction is $76 million, or $142 per kilowatt (KW) indicating the challenging market dynamics for power generation assets in the desert south west. If Griffith is unable to re-contract a meaningful portion of its nameplate capacity at its contract expiry date, we calculate that Griffith will likely generate merchant energy margins net of variable operations and maintenance (VOM) of around $15 million, compared to the contracted margins currently earned of approximately $50 million. The negative outlook also reflects market developments that could keep market power prices across the region tempered negatively affecting the profile for both Star West assets. Specifically, in October 2016, the investment grade off-taker for Arlington Valley, joined California's Energy Imbalance Market which connects other regional balancing area authorities and helps to smooth power prices through the region, particularly by opening up bottlenecks and reducing or substantially eliminating negative pricing in some regions. Overall, the effect is likely to lead to lower merchant power prices in the region. Moody's believes that other states in the region will join over time. If Griffith and Arlington Valley were to operate on a fully merchant basis, which would occur by November 2019 absent any re-contracting, Star West's ability to generate sufficient cash flow to fully cover its operating costs and debt service obligations would be challenged. That said, both plants continue to earn capacity and energy payments through the existing tolling arrangements in place and generate sufficient cash flow to cover debt service and make modest voluntary debt reduction payments through at least 2019 based on our calculations. Additionally, Star West remains in compliance with their interest coverage covenant, currently set at 1.6x and is expected to continue to do so as the test steps down over time. The affirmation of Star West's B1 rating is driven by the reliable cash flow stream currently generated through its summer-only tolls on its Griffith and Arlington Valley assets through September 2017 and October 2019, respectively. Positively, the predictability of this cash flow has enabled the project to repay debt in line with what was contemplated in the Moody's base case. By year-end 2016, Moody's anticipates the project will be able to make a meaningful optional debt reduction payment through its excess cash flow sweep provision bringing year-end debt levels to below $435 million, the level Moody's anticipated. Merchant margins generated by both plants remain largely negligible in the shoulder months, though in line with what Moody's anticipated, given the abundant surplus generation in the region. The assets continue to perform well operationally during the summer tolling season availing the issuer to full receipt of capacity payments. Barring operational issues, further optional debt reduction of $20 million through the cash sweep construct is likely during 2017. Financial metrics are fully consistent with B-rated project financing with funds from operations to debt (FFO/Debt) and debt service coverage ratios of around 9% and 1.9x, respectively. However these metrics do not incorporate the tail risk for this project where financial performance could fall precipitously should the assets operate solely on a fully merchant basis given the expectations for power prices. Positively, the B1 rating also acknowledges the level of borrowing capacity available to Star West under its $100 million secured revolving credit facility, which provides interim funding during the shoulder months of each year and will likely be utilized on a more permanent basis should re-contracting efforts at Griffith come up short. The rating is unlikely to be upgraded given the negative outlook and absent positive re-contracting developments in the next year, further downward pressure is likely. Further negative rating action would occur should Star West violates its interest coverage covenant, currently set at 1.6x but with gradual step downs or should Star West fail to adequately replenish revolver borrowings during the course of the year. The rating could also be downgraded should operating issues surface at either plant, particularly during the peak summer months when both plant earn most of their revenue and cash flow. The rating could be stabilized should sufficient capacity at either facility be re-contracted for a duration and at price levels that would enable meaningful debt reduction above and beyond the 1% mandatory amortization. Star West owns the 570 MW Griffith and the 579 MW Arlington Valley natural gas-fired, combined-cycle power generation projects in Arizona. Arlington is contracted on a summer-basis only through October 2019 with an investment grade utility while Griffith has a summer-only tolling agreement through September 2017 with NPC. The principal methodology used in these ratings was Power Generation Projects published in December 2012. STEALTH SOFTWARE: Hires Andante Law Group as Counsel ---------------------------------------------------- Stealth Software, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Andante Law Group, LLC as counsel to the Debtors. Stealth Software requires Andante Law Group to: a. provide legal advice to the Debtor; b. represent the Debtor as Debtor-in-Possession in the bankruptcy case; c. protect the estate; d. negotiate with creditors; e. prepare pleadings; and f. comply with the US Trustee guidelines. Andante Law Group will be paid a retainer in the amount of $8,000. Andante Law Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph E. Cotterman, member of Andante Law 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 Debtor and its estates. Andante Law Group can be reached at: Joseph E. Cotterman, Esq. ANDANTE LAW GROUP, LLC Scottsdale, AZ 85251 Tel: (480) 421-9449 Fax: (480) 522-1515 E-mail: joe@andantelaw.com About Stealth Software Stealth Software, LLC, based in Scottsdale, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-12787) on November 7, 2016. The Hon. Eddward P. Ballinger Jr. presides over the case. Joseph E. Cotterman, at Andante Law Group, LLC, as bankruptcy counsel. In its petition, the Debtor estimated $575,724 in assets and $1.40 million in liabilities. The petition was signed by Gerard Warrens, chief executive officer. STONE PANELS: Wants Retroactive Approval of Cash Collateral Use --------------------------------------------------------------- Stone Panels, Inc., and Stone Panels Holding Corp. ask the U.S. Bankruptcy Court for the Northern District of Texas for authorization to use cash collateral. The Debtors contend that they sold substantially all of their assets in a transaction that closed on Nov. 2, 2016. The Debtors further contend that their authorization to use cash collateral expired on Nov. 4, 2016, pursuant to the terms of the Final Cash Collateral Order. The Debtors tell the Court that they have been in discussions with The Private Bank regarding the limited continued use of Cash Collateral pursuant to the Budget. The Debtors further tell the Court that with the consent of The Private Bank, the Debtors were required to expend a limited amount of Cash Collateral for certain critical items related to post sale matters. For that reason, the Debtors seek the retroactive approval of the Budget. The proposed six-week Budget covers the period Nov. 5, 2016 through Dec. 16, 2016. The Budget provides for total expenses in the amount of $228,500. The Debtors relate that they continue to be in possession of approximately $1,700,000, which The Private Bank asserts to be cash collateral. The Official Committee of Unsecured Creditors disputes the debt claimed by The Private Bank and disputes that the funds on deposit are The Private Bank's cash collateral. A full-text copy of the Debtor's Motion, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/StonePanels2016_1632856hdh11_217.pdf About Stone Panels, Inc. Stone Panels, Inc., manufactures natural stone composite panels for exterior, interior, renovation, elevator, and specialty applications in the United States, France, Europe, and internationally. Stone Panels, Inc., and Stone Panels Holding Corp. filed chapter 11 petitions (Bankr. N.D. Tex. Lead Case Nos. 16-32856) on July 21, 2016. The petitions were signed by Tim Friedel, the president and CEO. Judge Barbara J. Houser is assigned to the cases. The operating company estimated its assets at $10 million to $50 million, the Holding company estimated its assets at less than $50,000, and both companies estimated their liabilities at $10 million to $50 million at the time of the filing. The Debtors have hired Waller Lansden Dortch & Davis LLP as counsel, Gray Reed & SSG Advisors, LLC, as investment banker and Bill Roberts of CR3 Partners as chief restructuring officer. The U.S. Trustee formed an Official Committee of Unsecured Creditors, with 4 members: Brookside Mezzanine Fund III, L.P., IMAP Global Logistics, Elite on Premise, and Brick-Works UK Ltd. The Official Committee of Unsecured Creditors is represented by Culhane Meadows, PLLC. STRIDE ACADEMY: S&P Lowers Rating on 2016 A&B Revenue Bonds to 'B-' ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'B-' from 'BB-' on the city of Saint Cloud, Minn.'s series 2016A and series 2016B lease revenue bonds, issued for the STRIDE Academy (academy). S&P Global Ratings also placed the rating on CreditWatch with negative implications. "The downgrade reflects our view of the heightened uncertainty with regards to the academy's charter, which currently extends through June 30, 2017," said S&P Global Ratings credit analyst Kaiti Wang. "On Nov. 10, 2016, the school's authorizer, Friends of Education, issued a notice of intent not to renew the school's charter because the school has not continued to improve pupil learning and student achievement based on declines in academic performance." Ms. Wang added. S&P understands the school is having a strategic planning session on Nov. 18, 2016 with its board to address the non-renewal notice, convince the current authorizer to renew, and explore other avenues to continue its charter. SUTTON 58 OWNER: Court Approves Dec. 13 Auction for Stalled Project ------------------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. Bankruptcy judge Sean Lane in New York sent the site of a proposed 950-foot luxury residential tower on Manhattan's East Side to the auction block, approving a sale process that seeks to place the controversial project into new hands by the end of the year. According to the report, David Schechtman, a Meridian Investment Sales broker handling the 267,000 square foot project, said a number of "credible and very accomplished developers" are looking at the land and other rights assembled for the building and that he is expecting the project to bring more than $700 a square foot. "It's a massive blank slate," he said in an interview with the WSJ. "We think there's going to be a lot of people who show up for this auction." The report related that the auction is slated to take place Dec. 13, with an option to push the process back to Dec. 20. Judge Lane is expected to consider final approval of the sale to the winning bidder within days of the auction and in time to wrap up the sale before the end of the year, the report further related. WSJ also noted that Judge Lane has yet to rule on a lawsuit developer Joseph Beninati brought against lenders led by N. Richard Kalikow. In a complaint filed in bankruptcy court in July, Mr. Beninati alleged Mr. Kalikow and family members strangled the project of financing as the site was being prepared for construction in a plot to "wrest control of the billion dollar project" and "reap the greedy reward of all its profit," the report related. Mr. Beninati is seeking at least $100 million in damages, the report said. About BH Sutton Mezz LLC and Sutton 58 Owner LLC New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million. Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, as its counsel. Both cases are jointly administered. TESORO CORP: S&P Puts 'BB+' CCR on CreditWatch Positive ------------------------------------------------------- S&P Global Ratings said it placed its 'BB+' corporate credit rating and 'BB+' senior unsecured issue-level rating on San Antonio, Texas-based Tesoro Corp. on CreditWatch with positive implications. The CreditWatch listing reflects S&P's expectation that the increased scale and diversity the transaction will provide will be only partly offset by somewhat weaker near-term credit measures. "We expect to resolve the CreditWatch listing when the transaction closes sometime in the first half of 2017. At close, Moody's would expect to raise the rating on Tesoro by one notch to 'BBB-'," said S&P Global Ratings credit analyst Michael Grande. TESORO CORPORATION: Moody's Affirms Ba1 CFR; Outlook Positive ------------------------------------------------------------- Moody's Investors Service affirmed Tesoro Corporation's ratings, including the Ba1 Corporate Family Rating, the Ba1-PD Probability of Default Rating (PDR), and the Ba2 senior unsecured notes ratings. The Speculative Grade Liquidity (SGL) rating was changed to SGL-2 from SGL-1. Tesoro's rating outlook remains positive. The rating action follows Tesoro's announcement to acquire Western Refining, Inc. (WNR, B1), parent of Northern Tier Energy, LLC (NTE, B1) and a logistics subsidiary, Western Refining Logistics LP (WNRL, B1). The acquisition is a mostly stock transaction valued over $6 billion, including assumption of roughly $1.8 billion WNR debt (including NTE). WNR wholly owns NTE and owns 55% of WNRL's outstanding units. Closing is expected in the first half of 2017. "The Western Refining acquisition will further build momentum Tesoro has towards achieving an investment grade rating," commented Arvinder Saluja, Moody's Vice President -- Senior Analyst. "The transaction improves scale and asset diversity, and opens new markets for Tesoro. However, integration leading to synergies will take time and entail execution risk amid a less favorable refining industry backdrop." RATINGS RATIONALE The acquisition of WNR is credit positive despite the modest increase in leverage from WNR and NTE debt, and from a potential cash outlay of about $400 million for the acquisition, assuming a maximum 10% cash election. Moody's expects Tesoro's consolidated debt to EBITDA to remain under 2.75x in 2017 although weakness in crack spreads is likely to continue into at least the first half of next year. The acquisition provides strategic benefits as well, including increased scale and crude sourcing advantages, exposure to PADD II and PADD III markets with associated logistics assets serving existing WNR refineries, and a material amount of potential commercial, operational, and financial synergies. Nonetheless, the achievement of synergies would not be immediate and entails integration and execution risk in a volatile environment for refining margins and crude prices. The transaction also needs regulatory approvals. Tesoro's Ba1 CFR reflects its reasonably large and diversified refining portfolio focused on the US West Coast and Midcontinent region, with meaningful logistics and retail assets that are well integrated into its refining system. Its distributions from Tesoro Logistics have become meaningful and are expected to increase, which will further diversify Tesoro's EBITDA generation. The company benefits from a good liquidity profile and sound financial policy when considering the inherent cyclicality and volatility in the refining sector and a rising capital spending program. The ratings are constrained by weakness in refining margins and by the acquisition related increase in leverage and, to some extent, integration risk. Tesoro also has significant crude distillation concentration in California, where it faces a strict regulatory environment despite the West Coast crack spreads which are expected to be more favorable in 2017 relative to elsewhere in the US. The positive outlook reflects Moody's expectation that Tesoro will generate strong levels of free cash flow, aided by meaningful and increasing contributions from TLLP and WNRL, to support improved credit metrics, while also balancing returning excess cash flow to shareholders. The ratings could be upgraded if the company demonstrates clear evidence of successful integration, if it is expected to sustain leverage below 2.5x beyond 2017, and if it maintains minimal amount of secured debt in its capital structure. The combined company needs to show continuation of relatively conservative financial philosophy, which balances targeting supportive credit metrics and returning excess cash to shareholders. In addition, for an upgrade, Tesoro would have to demonstrate a plan for delevering the combined company as the amount of assumed debt from this transaction is greater than at Tesoro (before considering the debt at its logistics subsidiary, Tesoro Logistics LP or TLLP, or at WNRL). The ratings could be downgraded if the integration leads to material operational disruption. Tesoro's ratings could also be negatively impacted as a result of materially increased leverage (resulting in retained cash flow to debt sustained below 10%, outside of a short term cyclical low) arising from any combination of significant unscheduled downtime, weaker than expected liquidity, or additional debt funded acquisitions or share repurchases. Tesoro's senior unsecured notes are rated Ba2, one notch below the Ba1 Corporate Family Rating, because of their contractual subordination to Tesoro's $2 billion secured revolving bank credit facility. The revolver contains a security fall away provision in the event Tesoro achieves an investment grade rating from either Moody's or Standard and Poor's. The revolver matures September 2020 and is secured by substantially all of Tesoro's crude oil and refined product inventories plus cash and receivables of its active domestic subsidiaries. Tesoro's SGL-2 rating reflects a good liquidity profile, based on the company's expected free cash flow generation through 2017 and healthy cash balances. As of Sept. 30, 2016, Tesoro had $890 million in cash (excluding cash at TLLP) and nearly full availability under its $2 billion secured borrowing base credit facility due September 2020, net of $4 million in outstanding letters of credit. Availability under the revolver is not subject to borrowing base redetermination. Moody's expects Tesoro to maintain high availability on the revolver into 2017 and use it temporarily in conjunction with the WNR acquisition. Covenant clearance on minimum interest coverage and maximum debt/capitalization ratios is expected to remain adequate. As of September 30, the company also had $44 million letters of credit outstanding under uncommitted letter of credit agreements for foreign crude oil purchases. Tesoro has an ongoing dividend of about $250 million annually which could increase by up to a third post-close. As of Sept. 30, Tesoro had a combined $1.1 billion remaining under its authorized share repurchase programs. Tesoro's next upcoming debt maturity is Oct. 1, 2017, when $450 million unsecured notes come due. Tesoro Corporation, an independent US refining and marking company, is headquartered in San Antonio, Texas. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. TESORO LOGISTICS: Moody's Affirms Ba2 CFR; Outlook Positive ----------------------------------------------------------- Moody's Investors Service changed the rating outlook for Tesoro Logistics, L.P.'s (TLLP) to positive from stable, and affirmed its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba3 ratings on its senior unsecured notes, and SGL-3 Speculative Grade Liquidity (SGL) rating. "Tesoro Logistics' positive outlook reflects the company's strong execution on its growth plans despite a challenging exploration and production environment," commented Arvinder Saluja, Moody's Vice President -- Senior Analyst. "The proposed Western Refining acquisition by TLLP's refining parent, Tesoro Corporation, is also likely to expand its set of growth opportunities." RATINGS RATIONALE The positive outlook reflects Moody's expectation that TLLP will continue to grow its scale and partnership cash flows by using a prudent mix of equity and debt funding for its projects. The outlook change also incorporates the credit positive nature of Tesoro Corporation's (Tesoro, Ba1 positive) proposed acquisition of Western Refining, Inc. (WNR). TLLP's Ba2 CFR reflects its growing size and scale, and decreasing customer concentration. TLLP's CFR also reflects its stable cash flows from meaningful levels of long-term, fee-based contracts with minimum volume commitments, and its growth potential from dropdowns and organic projects. TLLP's ratings recognize its importance to its general partner, Tesoro, as the MLP provides critical infrastructure and a coordinated growth strategy. Additional support from Tesoro is derived from supportive contract structures and its sizeable ownership stake in TLLP. The rating is restrained by TLLP's relatively short track record with its portfolio of assets generating third-party revenues, high distributions associated with its MLP structure, and lack of clarity about Tesoro's plans for how it expects to manage both TLLP and WNR's logistics subsidiary, Western Refining Logistics LP (WNRL). TLLP's ratings could be upgraded if the company is successful in growing its size and scale while maintaining a favorable business risk profile and sustaining lower financial leverage (debt/ EBITDA maintained at 4.5x or below). An upgrade could also be considered upon Tesoro's upgrade to investment grade. The ratings could be downgraded if debt/EBITDA were to be sustained above 5x or if the company acquired a significant amount of new assets with a weak business risk profile. If Tesoro's credit quality were to materially decline, this would also pressure TLLP's ratings. TLLP's senior unsecured notes are rated Ba3, reflecting their junior position to both senior secured first lien revolving credit facilities' priority claim to company assets. The size of the senior secured claims relative to TLLP's outstanding senior unsecured obligations results in the notes being rated one notch below the Ba2 CFR, consistent with Moody's Loss Given Default Methodology. The unsecured notes have upstream guarantees from substantially all of TLLP's subsidiaries. The SGL-3 rating reflects Moody's expectation for adequate liquidity through 2017. TLLP's liquidity is supported by $497 million of cash at Sept. 30, 2016, as well as a combined $1.2 billion of availability under its two first lien revolving credit facilities, which have a combined capacity of $1.6 billion. The liquidity profile is constrained by the company's high payout ratio and need to finance any material growth through external sources. Both credit facilities are secured by substantially all of TLLP's assets, and mature in January 2021. Financial covenants require the interest coverage ratio to be at least 2.5x; consolidated net debt to EBITDA to be no greater than 5x, with an expansion to 5.5x during an acquisition period; and senior secured debt to EBITDA to be no greater than 3.75x, with an expansion to 4x during an acquisition period. Moody's expects adequate covenant compliance headroom through 2017. Tesoro Logistics, L.P. is a master limited partnership headquartered in San Antonio, Texas. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. TO & FRO: Hires Friedman as Accountant -------------------------------------- To & Fro Transportation Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Joseph Friedman, CPA, as accountant for Debtor-in-Possession. The Debtor requires Friedman to assist the Debtor in preparing tax returns, monthly operating reports, and a Plan of Reorganization. The Debtor will compensate Friedman at $275 per hour. Joseph Friedman, CPA, 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. Friedman may be reached at: Joseph B. Friedman, CPA 414 Browning Ln Cherry Hill, New Jersey 08003-3106 E-mail: Joe@JoeFriedmanCPA.Biz About To & Fro Transportation To & Fro Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-30270) on October 24, 2016.????The petition was signed by Rodney L. Bush-Rowland, president.????At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. TRASK DEVELOPERS: Patel Buying Garden Grove Property for $1.2M -------------------------------------------------------------- Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on Dec. 15, 2016 at 11:00 a.m., to consider Trask Developers, LLC's bidding procedures in connection with the sale of real property located at 10592 Trask Avenue, Garden Grove, California, APN 099-641-11, to Suren Patel for $1,215,000, subject to overbid. A copy of the Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Trask_Developers_115_Sales.pdf On May 23, 2016, the Court entered an Order authorizing the joint administration of the Debtor's case with the related case of In re Paul Chieu Nguyen, bearing case no. 8:16-bk-11619-SC, which has been designated as the "Lead Case." Paul Chieu Nguyen is the chief executive officer of, and holds a 50% membership interest in, Trask. On May 23, 2016, the Court also entered an Order authorizing the Debtor's employment of Voit Real Estate Services to serve as its broker for the purpose of marketing the property for sale. A hearing on the Debtor's and Nguyen's First Amended Joint Chapter 11 Plan of Reorganization is currently set for hearing on Dec. 1, 2016. Accordingly, the Debtors anticipate that the Court will confirm the Joint Plan at the December 1st hearing. If approved, the Joint Plan provides for payment in full of all Allowed Claims of the Debtors' Estates, generated from the sale of some or all of the Debtors industrial real property. The Debtor seeks authority to sell the property for $1,215,000, cash, subject to overbid, which will result in the satisfaction of the secured claim of the Orange County Tax Collector and partial satisfaction of American Plus Bank secured claim. The proposed sale is made in conjunction with the Joint Plan and, if approved, will assist the Debtors in effectuating the provisions of the Joint Plan. Subject to Court approval, the Debtor seeks authority to pay certain costs of sale (estimated to be $7,051), the broker's commission (estimated to be $36,450), and accrued real property taxes upon the close of escrow. The Debtor is aware of these asserted liens or other interests in the property: (i) tax liens asserted by the Orange County Tax Collector (estimated to be $97,366); and (ii) cross-defaulted liens held by the Bank in the original aggregate amount of $2,639,000. Any undisputed claims of the Orange County Tax Collector will be paid from the proceeds of the sale. The Debtor does not anticipate any tax liability from the sale. The Property is being sold on an "as is, where is" basis, with no warranties, recourse, contingencies, or representations of any kind, and free and clear of all liens, claims, and encumbrances. The Buyer has offered to purchase the property for $1,215,000, cash, and has already deposited $10,000 into escrow. The Buyer will have 3 business days following entry of a final order approving the sale of the Property to deposit the remainder of the purchase price into escrow. However, the sale of the property is subject to overbid pursuant to the proposed "Overbid Procedures." The salient terms of the Overbid Procedures are: a. Overbid Amount: $1,245,000 b. Overbid Deadline: Dec. 13, 2016 at 12:00 p.m. (PST) c. Bid Increment: $15,000 d. Deposit: $50,000 e. Auction: If the Debtor timely receives a higher and better offer than the offer submitted by the Buyer, an auction will be conducted at the hearing set for the Motion, either in the courtroom or elsewhere, as ordered by the Court. All Qualified Bidders will be able to participate in an auction to be conducted at the hearing on the Motion as is necessary in order to increase their bid. The Debtor will request authority to sell the property to the bidder with the highest Overbid ("Winning Bidder"), and for authority to sell the property to the next highest bidder if the Winning Bidder fails to perform. To be considered the highest Overbid, any Overbid must be on the same terms and conditions of the Purchase Agreement. f. Tender of Balance of Purchase Price: The Winning Bidder's Deposit will be applied toward the total purchase price. The Winning Bidder must tender the balance of the total purchase price by transferring the amount of $50,00 Deposit to the Debtor's bankruptcy counsel's client trust account within 3 business days following entry of a final order approving the sale of the property to such buyer. In the event that the Winning Bidder does not tender the balance of the purchase price by such date and/or close the sale in accordance with the terms of the Purchase Agreement, (i) the sale to such buyer will be deemed terminated and cancelled without further order of the court, at the Debtor's election, (ii) the Deposit and any subsequent deposits will be forfeited to the bankruptcy estate, and (iii) the Debtor will be authorized to accept the offer made by the next highest Overbidder ("Back-Up Bidder") and close the sale of the property to such Back-Up Bidder. The Debtor reserves the right to reject any and all overbids that, in its business judgment, are insufficient. g. Agreement To Terms and Overbid Procedures: Any Overbidder's tender of the Deposit to the Debtor's bankruptcy counsel will serve as that Overbidder's agreement with these proposed overbid procedures and the terms of sale of the property. h. Back-Up Bidder: Should the Buyer or an Overbidder submit an overbid that is ultimately not deemed to be the successful final over bid for the property, any such party may agree that its last overbid may be deemed a back-up bid ("Back-Up Bid") should the Winning Bidder fail to timely close escrow. If such party so agrees, it will be deemed a "Back-Up Bidder," and these additional provisions will apply: (i) The Deposit of the Back-Up Bidder ("Back-Up Deposit") will be retained by the Debtor pending closing of the sale to the Winning Bidder. Should the sale to the Winning Bidder close, the Back-Up Deposit will be returned promptly. (ii) Should the sale to the Winning Bidder fail to close, the Back-Up Bidder will be notified in writing by the Debtor, after which notification the Back-Up Bidder will be able to "step into the shoes" of the Winning Bidder, subject to the price offered by the Back-Up Bidder at the hearing as approved by the Court. (iii) Should the Back-Up Bidder fail to timely consummate the purchase of the property, the Debtor will retain, for the benefit of the Estate, as liquidated damages for such failure, the Deposit tendered to the Debtor in connection with the Overbid and any additional monies paid towards the purchase price, which will be retained free and clear of any claims and interests. The Debtor believes that the sale of the property as set forth is in the best interests of the Estate. After solicitation of offers for the property over the past few months, the current offer from the Buyer is the best overall offer received to date. Moreover, the Overbid Procedures provide a process by which the Debtor could secure a higher price for the property. Based on the foregoing, the Debtor asks the Court that the Motion be granted in all respects, and for such other and further relief as the Court deems just and proper under the circumstances. Pursuant to Local Bankruptcy Rule 9013-1(f), any party opposing the relief requested in the Motion must file and serve a written opposition no later than 14 days prior to the hearing on the Motion. The Purchaser can be reached at: Suren Patel Trask Ave. Garden Grove, CA 92843 Telephone: (714) 539-5660 Facsimile: (714) 539-2665 E-mail: surenpatel@hotmail.com About Trask Developers Trask Developers LLC and Paul Chieu Nguyen, member and chief executive officer of the company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 16-11621) on April 15, 2016. The case is assigned to Judge Scott C. Clarkson. At the time of the filing, Trask Developers estimated assets at $1 million to $10 million and debt at $500,000 to $1 million. TREND COMPANIES: Can Use Cash Collateral on Interim Basis --------------------------------------------------------- Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western District of Kentucky authorized The Trend Companies of Kentucky, Inc., d/b/a The Trend Appliance Company, to use cash collateral on an interim basis. The Debtor is indebted to First Financial Bank, N.A. in the amount of $63,098 for a Promissory Note, and the amount of $116,886 for another Promissory Note, as well as all fees, costs, expenses and other charges with respect to the Promissory Notes. The indebtedness is secured by security interests in essentially all assets of the Debtor. First Financial Bank was granted an adequate protection claim against the Debtor's estate, as well as a replacement lien in and upon the prepetition collateral and all postpetition proceeds of the prepetition collateral, and the postpetition collateral and all its proceeds. The Debtor was directed to pay First Financial Bank the sum of $200 per month on the first Promissory Note, and $600 per month on the second Promissory Note, beginning on April 15, 2016. The Debtor was also directed to make monthly adequate protection payments to GE Appliances, in the amount of $2,000, beginning on Oct. 20, 2016, as adequate protection for the purchase money security interest held by GE Appliances. The final hearing on the Debtor's use of cash collateral is scheduled on Jan. 10, 2017. A full-text copy of the Order, dated Nov. 16, 2016, is available at http://bankrupt.com/misc/TrendCompanies2016_1630258acs_104.pdf First Financial Bank, N.A., is represented by: Jeffrey M. Hendricks, Esq. GRAYDON HEAD 1900 Fifth Third Center 511 Walnut Street Cincinnati, OH 45202 Telephone: (513) 629-2786 GE Appliances is represented by: Phillip A. Martin, Esq. Elizabeth B. Alphin, Esq. FULTZ MADDOX DICKENS, PLC 2700 National City Tower Louisville, KY 40202 Telephone: (502) 582-6000 About The Trend Companies of Kentucky The Trend Companies of Kentucky, Inc., filed a Chapter 11 petition (Bankr. W.D. Ky. Case No.16-30258), on Feb. 3, 2016. The petition was signed by Joseph Dumstorf, president. The case is assigned to Judge Alan C. Stout. The Debtor is represented by Neil Charles Bordy, Esq., at Seiller Waterman LLC. At the time of filing, the Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. TRIANGLE USA: Gibson, Young Stop Representing Franklin, Prudential ------------------------------------------------------------------ Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor, LLP, in connection with Triangle USA Petroleum Corporation, et al.'s Chapter 11 cases filed with the U.S. Bankruptcy Court for the District of Delaware a third supplemental verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On July 25, 2016, the Firms filed a verified statement pursuant to Federal Rule of Bankruptcy Procedure 2019. In the First Verified Statement, the Firms disclosed its representation of Chambers Energy Capital, Eaton Vance Management, Franklin Advisers, Inc., J.P. Morgan Securities LLC (with respect to only its Credit Trading group), Prudential Financial, Inc., Shenkman Capital Management, Inc. (on behalf of certain advisory accounts in its capacity as Investment Manager), and Southeastern Asset Management, Inc. in the Chapter 11 cases. On Sept. 13, 2016, the Firms filed the first supplemental verified statement pursuant to Federal Rule of Bankruptcy Procedure 2019. In the First Supplemental Verified Statement, the Firms disclosed that it no longer represents Franklin Advisers, Inc., in these Chapter 11 cases. On Sept. 27, 2016, the Firms filed the second supplemental verified statement pursuant to Federal Rule of Bankruptcy Procedure 2019. In the Second Supplemental Verified Statement, the Firms disclosed that they no longer represent Prudential Financial, Inc., in these Chapter 11 cases. In accordance with Bankruptcy Rule 2019, the Firms supplemented the First Verified Statement, the First Supplemental Verified Statement and the Second Supplemental Verified Statement to provide an updated list, a copy of which is available at https://is.gd/zYTLvT, of the names and addresses of, and the nature and amount of all disclosable economic interests held by, certain holders of the notes in relation to the Debtors. Additionally, the Firms disclosed that they have been retained by Wilmington Trust, National Association, in its capacity as Indenture Trustee under that certain Indenture, dated as of July 18, 2014, in respect of the Debtors' 6.75% Senior Notes due 2022, to serve as its special co-counsel. The Firms make no representation regarding the amount, allowance, or priority of such claims, and reserves all rights with respect thereto. The Firms also hold no disclosable economic interests in relation to the Debtors. Neither the filing of the Third Supplemental Verified Statement nor any subsequent appearance, pleading, claim, or suit is intended or will be deemed to waive: (i) the right to have orders in non-core matters entered only after de novo review by a district court; (ii) the right to trial by jury in any proceeding so triable in any case, controversy or adversary proceeding; or (iii) the right to have the reference withdrawn in any matter subject to mandatory or discretionary withdrawal of the Ad Hoc Noteholders and Indenture Trustee. In addition, all other rights, claims, actions, defenses, setoffs, or recoupments to which the Ad Hoc Noteholders and Indenture Trustee are or may be entitled under agreements, in law, or in equity, all of which rights, claims, actions, defenses, setoffs, and recoupments are expressly reserved, and nothing contained in the Third Supplemental Verified Statement should be construed as a limitation upon, or waiver of, any of the Ad Hoc Noteholders' and Indenture Trustee's rights to assert, file and amend their claims or statements of interests in accordance with applicable law and any orders entered in these Chapter 11 cases. The Firms reserve the right to amend or supplement this Third Supplemental Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. The Creditors and their economic interests are: Principal Amount Name and Address of Creditor 6.75% Senior Notes due 2022 ---------------------------- --------------------------- Chambers Energy Capital 600 Travis Street, Suite 4700 Houston, TX 77702 $9,000,000 Eaton Vance Management Two International Place Boston, MA 02110 $11,000,000 J.P. Morgan Securities LLC, with respect to only its Credit Trading group 383 Madison Avenue, Level 3 New York, NY 10179 $58,793,000 Shenkman Capital Management, Inc. on behalf of certain advisory accounts in its capacity as Investment Manager 461 Fifth Avenue, 22nd Floor New York, NY 10017 $42,375,000 Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN 38119 $188,292,000 The Firms can be reached at: Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: sbeach@ycst.com amagaziner@ycst.com -- and -- Matthew J. Williams, Esq. Shira D. Weiner, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166-0193 Tel: (212) 351-4000 Fax: (212) 351-4035 E-mail: mjwilliams@gibsondunn.com sweiner@gibsondunn.com About Triangle USA Petroleum Corporation Triangle USA Petroleum Corporation is an independent exploration and production company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. TUSA is a wholly owned subsidiary of Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor its affiliated company, RockPile Energy Services, LLC, is included in TUSA's Chapter 11 filing. Triangle USA Petroleum Corporation and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are pending before Judge Mary F. Walrath. The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as financial advisor, PJT Partners Inc. as investment banker and Prime Clerk LLC as claims & noticing agent. At the time of the filing, TUSA estimated assets in the range of $500 million to $1 billion and liabilities of up to $1 billion. UNITED METALS: Unsecureds Get $704.44 Per Month For 5 Yrs. ---------------------------------------------------------- United Metals Holding, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined disclosure statement and plan of reorganization. The Debtor will pay a dividend of 3% to the Class 2 General Unsecured Claims, which will be paid over 60 monthly installments in the amount of $704.44. These payments, as with all plan payments, may be prepaid. The General Unsecured Claims total $1,408,886.57. The Debtor reasonably believes that its future operations will generate sufficient funds to satisfy its obligations under the Plan. To the extent that additional funds are necessary, third parties may provide funds to the Reorganized Debtor. Other sources of cash may be explored and utilized by the Reorganized Debtor to the extent that such cash infusions are necessary to meet the obligations of the Plan. It is also contemplated that the final payments under the Plan will be made by refinancing or selling the property, to the extent necessary. By way of example, the rents from the Debtor's tenant, Silvers Metal Company, shall assist in funding the plan payments. If necessary, the Reorganized Debtor may, in its sole discretion, seek to obtain refinancing from either a lending institution or from other sources in an effort to satisfy the necessary cash payments described in the Plan. In the event that the Reorganized Debtor obtains financing, it will not obligate the Reorganized Debtor to accelerate any of the payments or obligations set forth in the Plan. There will be no prepayment penalty regarding plan payments. The Disclosure Statement is available at: http://bankrupt.com/misc/mieb16-51251-34.pdf About United Metals Holding United Metals Holding, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mich. Case No. 16-51251) on Aug. 11, 2016. The petition was signed by Steven T. Silverstein, member. The case is assigned to Judge Mark A. Randon. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Robert Bassel, Esq., who has an office in Clinton, Michigan, serves as the Debtor's bankruptcy counsel. UNITED REHABILITATION: Disclosure Statement Hearing on Dec. 20 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania is set to hold a hearing on December 20, at 9:30 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of The United Rehabilitation Services, Inc. The hearing will take place at Courtroom No. 2, Max Rosenn U.S. Courthouse, 197 South Main Street, Wilkes-Barre, Pennsylvania. Objections are due by December 8. Under the Debtors' first amended plan of reorganization, the Debtors will continue to market the real property at 489 West Broad Street, Hazleton, Pennsylvania, for sale. Once a suitable buyer is located, the Debtor will seek approval of the sale through the Court. The Debtor will pay at closing the realtor's commission, real estate taxes prorated, ordinary expenses of sale, and attorney fees and costs for seeking court approval of the sale and to complete the sale transaction. Proceeds will also be paid from closing to reimburse the holdback account for the post-confirmation expenses of the real property. The net proceeds of the sale will be paid to Class 2 Commonwealth of PA - UCTS -- estimated at $270,553.73 -- in full satisfaction of the lien. The lienholder will release its lien as part of the closing of the sale. UCTS will retain its liens on the real property until the obligation is paid. Within 60 days after the Effective Date the Debtor will make a lump sum distribution to creditors in the amount of no less than $625,000 which will pay creditors in this order: (i) priority claims; and (ii) the balance of the distributed, pro rata, to allowed Class 3 General Unsecured Claims. The Debtor will retain the remaining cash on hand in a holdback account for ongoing administrative expenses pending he receipt of additional funds from the sale of the real property, recovery of any claims for the unauthorized transfer, and any return from the draw on the letter of credit. Payments and distributions under the Plan will be funded from cash on hand, funds from sale of real property, any proceeds of litigation, and any recovery of unused draw on letter of credit. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb15-056147-101.pdf About United Rehabilitation The United Rehabilitation Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-05147) on Nov. 30, 2015. United continues as a debtor in possession at this time. The Hon. John J Thomas presides over the case. Lisa M. Doran, Esq., at Doran & Doran, P.C., serves as the Debtor's counsel. UPPER ROOM BIBLE: Hires Stewart Robbins as Attorney --------------------------------------------------- The Upper Room Bible Church, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Stewart Robbins & Brown, LLC as attorneys to the Debtor. The Upper Room Bible requires Stewart Robbins to: a. give the Debtor legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of the Debtor's business and management of the Debtor's property; and b. perform all legal services for the debtor-in-possession which may be necessary in the bankruptcy case. Stewart Robbins will be paid at these hourly rates: Ryan J. Richmond $315 Brandon A. Brown $350 P. Douglas Stewart, Jr. $360 William S. Robbins $350 Brooke Altazan $275 Staff $90 Stewart Robbins will be paid a retainer in the amount of $35,000. Stewart Robbins will also be reimbursed for reasonable out-of-pocket expenses incurred. Brandon A. Brown, member of Stewart Robbins & Brown, 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. Stewart Robbins can be reached at: Brandon A. Brown, Esq. STEWART ROBBINS & BROWN, LLC 620 Florida Street, Suite 100 Baton Rouge, LA 70801-1741 Tel: (225) 231-9998 Fax: (225) 709-9467 E-mail: bbrown@stewartrobbins.com About The Upper Room Bible The Upper Room Bible Church, Inc. filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12757), on November 8, 2016, listing under $1 million in assets and debts. The Debtor is represented P. Douglas Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown, LLC. US ENERGY MANAGEMENT: Unsecureds To Recover 100% Within 6 Yrs. -------------------------------------------------------------- U.S. Energy Management, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement for the Debtor's plan of reorganization dated Sept. 19, 2016. Holders of Class 4 Unsecured Claims and Rejection Claims that become allowed claims will receive a one-time payment of $1,000 within 180 days of the Effective Date, or 100% of allowed claim paid a pro rata share in equal quarterly payments within six years of the Effective Date or the date the claims become allowed claim as creditor elects. The estimated amount of Allowed Unsecured Claims is approximately $264,568. The Plan specifically contemplates use of proceeds to satisfy in this order, (1) unpaid administrative claims and tax claims that are or become allowed claims, (ii) secured claims to the extent they are or become allowed claims, (iii) unsecured claims that are or become allowed claims which will receive a pro rata share of in equal quarterly payments to be satisfied within six years of the Effective Date or the Date such claims become allowed claims whichever is later unless the on-time payment option is chosen. The Reorganized Debtor will retain all estate property, including all property of the Debtor, to the extent same are assets of the Debtor's bankruptcy estate, as well as all avoidance actions, but will not include any exempt property of the Debtor. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-31941-60.pdf The Plan was filed by the Debtor's counsel: Reedy Macque Spigner, Esq. Denise Turnbull, Esq. 555 Republic Drive, Suite 101 Plano, Texas 75074 Tel: (972) 881-0581 Fax: (972) 424-1309 US Energy Management, Inc., is a non-public corporation. Since 2009, the Debtor has been in the business of lighting design. US Energy Management is an energy management company established 4/2009. The Debtor specializes in energy efficient lighting design and implementation services for industrial, commercial, manufacturing, warehousing, retail, office and parking garages. The Debtor's designs lower electricity consumption and improve facility conditions through energy efficient lighting design and installation. The Debtor is owned and operated by Brad Hitchcock who owns a 50% share of the stock and Holly Hitchcock who owns the remaining 50% stock interest in Debtor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31941) on May 12, 2016, listing $100,001 to $1,000,000 in both assets and liabilities. Dan E. Martens, Esq., at the Law Office of Dan E. Martens serves as the Debtor's bankruptcy counsel. VAL COLE: Hires Dean W. Greer as Counsel ---------------------------------------- Val Cole Enterprises, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Firm of Dean W. Greer as counsel for the Debtor in Possession. The Debtor requires the Firm to: a. advise and consult with Debtor as to its powers and duties in the continued operation of its business and management of its properties during bankruptcy; b. take actions as may be necessary to preserve and protect the Debtor's assets, including, if required by the facts and circumstances, the prosecution of adversary proceedings and other actions on Debtor's behalf, the defense of actions commenced against Debtor, negotiations concerning litigation in which Debtor is involved, objection to the allowance of any objectionable claims filed against Debtor's estate and estimation of claims against the estates where appropriate; c. prepare, on behalf of the Debtor, necessary applications, motions, complaints, adversary proceedings, answers, orders, reports, and other pleadings and legal documents, in connection with matters affecting the Debtor and its estate; d. assist Debtor in the development, negotiation and confirmation of a plan of reorganization and the preparation of a disclosure statement in respect thereof; and e. perform other legal services that the Debtor may request in connection with this chapter 11 case and pursuant to the bankruptcy Code. The Firm will be paid at these hourly rates: Dean W. Greer, Esq. $300 Legal Assistant $75 The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dean W. Greer, Esq., of the Law Firm of Dean W. Greer, 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. The Firm may be reached at: Dean W. Greer, Esq. Law Firm of Dean W. Greer 2929 Mossrock, Suite 117 San Antonio, TX 78230 Phone: (210)342-7100 About Val Cole Enterprises, LLC Val Cole Enterprises, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-52493) on October 31, 2016. Hon. Craig A. Gargotta presides over the case.??The Law Firm of Dean W. Greer represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to??$10 million in both assets and liabilities. The petition was signed by James Downs, Jr., president. VANGUARD HEALTHCARE: Wants BCF Premium Finance Agreement Approved ----------------------------------------------------------------- Vanguard Healthcare, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the Middle District of Tennessee to approve its Commercial Insurance Premium Finance and Security Agreement with BankDirect Capital Finance. The Debtor relates that pursuant to the Premium Financing Agreement, BankDirect will provide financing to Vanguard Healthcare for the purchase of an insurance policy providing, among other things, workers' compensation and employers' liability insurance coverage essential for the operation of the Debtors' business. The Debtor tells the Court that under the Premium Financing Agreement, the amount financed is $866,541. The Debtor further tells the Court that under the Premium Financing Agreement, Vanguard Healthcare will become obligated to pay to BankDirect the sum of $880,865 in nine monthly installments of $97,874 each. The Debtors add that the first payment under the Premium Financing Agreement is due on Feb. 1, 2017, and the subsequent payments are due on or about the first day of each succeeding month. The Debtors contend that the use of any cash collateral to pay the obligations under the Premium Financing Agreement is consistent with the Court's Cash Collateral Order. Debtor Vanguard Healthcare will grant BankDirect a security interest in, among other things, the unearned premiums of the Policy, as collateral to secure the repayment of the indebtedness due under the Premium Financing Agreement. The Debtors and BankDirect agree that the following adequate protection is appropriate for their situation: (a) Vanguard Healthcare is authorized and directed to timely make all payments due under the Premium Financing Agreement and BankDirect will be authorized to receive and apply such payments to the indebtedness owed by Vanguard Healthcare to BankDirect as provided in the Premium Financing Agreement; and (b) If Vanguard Healthcare does not timely make any of the payments due under the Premium Financing Agreement as they become due, the automatic stay will automatically lift to enable BankDirect and/or third parties, including the insurance company providing the coverage under the Policy, to take all steps necessary and appropriate to cancel the Policy, collect the collateral and apply such collateral to the indebtedness owed to BankDirect by Vanguard Healthcare. The Debtors submit that the relief they are requesting is a sound exercise of their business judgment and will benefit the Debtors, their estates, their creditors, and all other parties in interest. A hearing on the Debtor's Motion is scheduled on Dec. 20, 2016 at 9:00 a.m. The deadline for the filing of responses to the Debtor's Motion is set on December 9, 2016. A full-text copy of the Debtor's Motion, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/VanguardHealthcare2016_316bk03296_655.PDF About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. The cases are assigned to Judge Randal S. Mashburn. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors have hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. The U.S. Trustee for Region appointed seven creditors of Vanguard Healthcare, LLC, to serve on the official committee of unsecured creditors. The committee members are Kindred Nursing Centers East, L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc., Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier, and Rezult Group, Inc. VILLAS DEL MAR: BPPR Wants to Prohibit Cash Collateral Use ---------------------------------------------------------- Secured Creditor Banco Popular De Puerto Rico asks the U.S. Bankruptcy Court for the District of Puerto Rico to prohibit Villas Del Mar Hau, Inc., from using Banco Popular's cash collateral. Banco Popular recounts that the Debtor had entered into various loan agreements where Banco Popular provided certain credit facilities to the Debtor. Banco Popular claims the loans are secured by, among other things, a real estate collateral which operates as a resort called Parador Villas del Mar Hau. The Debtor generates rents by renting hotel rooms within the Real Estate Collateral. Banco Popular tells the Court that under the Loan Documents, the Debtor granted it with a lien over, among other things, all of its pre- and post-petition rents and revenue generated by the Real Estate Collateral. Banco Popular further tells the Court that as of the Petition Date, it holds a valid, perfected, and secured claim in the amount of $1,409,903. Banco Popular says that its Stipulation, which was approved by the Court, allowed the Debtor to use cash collateral until Sept. 30, 2016, and that since the Stipulation End Date, Banco Popular had engaged in good faith efforts with the Debtor to attempt to reach an agreement whereby Banco Popular could have extended its consent to the use of its cash collateral and pave the way towards the potential confirmation of a consensual plan. Banco Popular further says that despite its best efforts, the Debtor has failed to provide Banco Popular with the information it requested as part of the discussions and that the parties have not been able to reach an agreement. Banco Popular asserts that the Debtor has not requested an order authorizing the use of cash collateral. Banco Popular further asserts that the Debtor has failed to provide it with adequate protection. It requests the Court to prohibit any and all use of the cash collateral and to direct the Debtor to deliver the cash collateral to Banco Popular. A full-text copy of Banco Popular De Puerto Rico's Motion, dated Nov. 18, 2016, is available at http://bankrupt.com/misc/VillasDelMar2015_1510146esl11_86.pdf Banco Popular de Puerto Rico is represented by: Luis C. Marini, Esq. Carolina Velaz-Rivero, Esq. O'NEILL & BORGES, LLC 250 Munoz Rivera Avenue, Suite 800 San Juan, PR 00918-1813 Telephone: (787) 764-8181 E-mail: luis.marini@oneillborges.com carolina.velaz@oneillborges.com About Villas Del Mar Hau Villas Del Mar Hau, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-10146) on Dec. 22, 2015. The petition was Myrna Hau Rodriguez, president/owner. The Debtor is represented by Victor Gratacos Diaz, Esq., at Gratacos Law Firm. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Debtor disclosed total assets of $3.80 million and estimated total debts of $4.46 million at the time of the filing. WESTERN REFINING: Moody's Puts B1 CFR Under Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Western Refining, Inc. (WNR), Northern Tier Energy, LLC's (NTE) and Western Refining Logistics, LP (WNRL) under review for upgrade following the announcement that Tesoro Corporation (Tesoro, Ba1 positive) has entered into an agreement to acquire WNR in a transaction valued at approximately $6.4 billion. Tesoro has stated it plans to refinance WNR's and NTE's outstanding roughly $1.8 billion of notes and term loans. These summarizes the rating actions. Moody's expects the ratings at WNR and NTE will be withdrawn after completion of the acquisition and refinancing of the debt. Issuer: Western Refining, Inc. Ratings placed under review: Corporate Family Rating, B1 Probability of Default Rating, B1-PD Senior Secured Term Loan B due 2020, B1 (LGD3) $500 million Secured Term Loan B-2 due 2023, B1 (LGD3) Senior Unsecured Notes due 2021, B3 (LGD5) Ratings unchanged: Speculative Grade Liquidity Rating, SGL-2 Outlook Action: Changed to Rating Under Review from stable Issuer: Northern Tier Energy, LLC Ratings placed under review: Corporate Family Rating, B1 Probability of Default Rating, B1-PD Senior Secured Notes due 2020, B1 (LGD 4) Ratings unchanged: Speculative Grade Liquidity Rating, SGL-3 Outlook Action: Changed to Rating Under Review from stable Issuer: Western Refining Logistics, LP Ratings placed under review: Corporate Family Rating, B1 Probability of Default Rating, B1-PD Senior Unsecured Notes due 2023, B3 (LGD5) Ratings unchanged: Speculative Grade Liquidity Rating, SGL-3 Outlook Action: Changed to Rating Under Review from stable RATINGS RATIONALE Under the acquisition terms announced, WNR shareholders will receive 0.4350 shares of Tesoro common stock per WNR common share with up to a 10% optional cash election. The $404 million maximum cash component of the purchase price can be financed from Tesoro's existing balance sheet cash. The debt at WNR and NTE will be refinanced with either proceeds from committed bridge financing or new debt issued prior to the close of the acquisition. The WNR acquisition will not impact WNRL's equity ownership or the outstanding WNRL debt. The transaction is expected to close in the first half 2017 and is subject to shareholder and regulatory approvals. The review of WNR's, NTE's and WNRL's ratings for upgrade reflects the planned acquisition by Tesoro and the positive impact on their respective credit profiles. The review will focus on the ultimate capital structure and leverage of the consolidated entities following the transaction, their position in Tesoro's corporate structure and whether there is sufficient information for Moody's analysis. Additionally, the review will consider Tesoro's financial philosophy, ability to de-lever and growth plans. Tesoro has been acquisitive, but the mostly equity purchase price will result in a reduction of Tesoro's leverage following the WNR acquisition. The principal methodology used in rating Western Refining, Inc. and Northern Tier Energy, LLC was the Refining and Marketing Industry published in November 2016. The principal methodology used in rating Western Refining Logistics, LP was the Global Midstream Energy published in December 2010. Western Refining, Inc., headquartered in El Paso, Texas, is an independent refining and marketing company that operates three refineries. Northern Tier Energy LLC (NTE), which is wholly-owned by Western Refining, Inc., operates the St. Paul Park (SPP) refinery and 165 retail convenience stores under the SuperAmerica brand. WNR owns the General Partner interest and a 52.6% LP interest in Western Refining Logistics, LP (WNRL) (as of Sept. 30, 2016). WESTERN REFINING: S&P Puts 'B+' CCR on CreditWatch Positive ----------------------------------------------------------- S&P Global Ratings said it placed its 'B+' corporate credit ratings on El Paso, Texas-based Western Refining Inc. and operating subsidiary Northern Tier Energy L.P. on CreditWatch with positive implications. S&P also placed its 'B+' senior secured rating and 'B' senior unsecured rating on Western and 'BB-' senior secured rating on Northern Tier on CreditWatch with positive implications. At the same time, S&P placed its 'B' corporate credit and senior unsecured issue ratings on MLP Western Refining Logistics on CreditWatch with positive implications. "The CreditWatch listing reflects our expectation that we will raise the ratings on Western and Northern Tier in line with those of Tesoro," said S&P Global Ratings credit analyst Michael Grande. "We view the increased scale and diversity the transaction provides as partly offset by somewhat weaker credit measures." Western Refining will become a wholly owned subsidiary of Tesoro and its operations will be integrated with Tesoro's, with Tesoro assuming Western's debt of about $1.7 billion. S&P expects to resolve the CreditWatch listing on Western, Northern Tier, and Western Refining Logistics when the transaction closes sometime in the first half of 2017. At close, S&P would expect to raise the rating on Western and Northern Tier four notches to 'BBB-', which will be in line with S&P's assessment of the pro forma consolidated group credit profile of Tesoro. S&P's corporate credit rating and senior unsecured issue rating on Western Refining Logistics would likely be raised one notch to 'B+'. WHITE MOUNTAIN: Plan Confirmation Hearing on Dec. 13 ---------------------------------------------------- The Hon. Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona has conditionally approved White Mountain Lodging, Inc.'s first amended disclosure statement referring to the Debtor's plan of reorganization. A hearing to consider the final approval of the Debtor's First Amended Disclosure Statement as well as the confirmation of the Debtor's First Amended Plan will be held on Dec. 13, 2016, at 10:00 a.m. The last day for filing written objections to the Debtor's conditionally approved First Amended Disclosure Statement and written objections to the confirmation of the Debtor's First Amended Plan is fixed at seven days prior to the plan confirmation hearing. The last day for creditors, equity security holders, and other parties in interest, to have submitted their ballots to the counsel for the Debtor for or against confirmation of the Plan is fixed at seven days prior to the plan confirmation hearing. Ballots will have been delivered to or received by the counsel for the Debtor by 5:00 p.m. (AZMST) seven days prior to the plan confirmation hearing. The Debtor will submit a vote tally on or before three days prior to the plan confirmation hearing. White Mountain Lodging, Inc., filed for Chapter 11 bankruptcy protection (Bankr. Ariz. Case No. 13-01121). The Debtor is represented by: William R. Richardson, Esq. RICHARDSON & RICHARDSON, P.C. 1745 South Alma School Road Corporate Center, Suite 100 Mesa, Arizona 85210-3010 Tel: (480) 464-0600 Fax: (480) 464-0602 E-mail: wrichlaw@aol.com XTERA COMMUNICATIONS: Files for Bankruptcy on Liquidity Issues -------------------------------------------------------------- BankruptcyData.com reported that according to documents filed by Xtera Communications and its affiliates with the Bankruptcy Court, "Over the course of the past nine months, the Debtors have experienced significant liquidity issues that have hindered their ability to make payments in the ordinary course of business. Revenues have declined in part due to the expiration of certain key contracts, revised terms on certain renewed contracts that are less favorable for the Debtors than prior contracts. The Debtors do not have sufficient liquidity to continue operating outside of bankruptcy, and the pursuit of a sale transaction during these chapter 11 cases presents the best available option to maximize value for the Debtors' estates." About Xtera Communications Xtera Communications and seven affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15, 2016. The Company sells telecommunications-related optical transport solutions. The Company disclosed $50.47 million in assets and $66.45 million in total debt as of the bankruptcy filing. The Company tapped Stuart Brown of DLA Piper as counsel; Cowen & Company as investment banker; and Epiq Systems Inc. as claims agent. XTERA COMMUNICATIONS: Seeks Court OK of $7.4M DIP Financing Deal ---------------------------------------------------------------- BankruptcyData.com reported that Xtera Communications filed with the U.S. Bankruptcy Court a motion for entry of interim and final orders authorizing the debtors to obtain post-petition financing, granting liens and providing super-priority administrative expense status, granting adequate protection and scheduling a final hearing. The D.I.P. facility consists of super-priority post-petition financing is made up of a term loan in the principal amount of up to $7,409,793. H.I.G. European Capital Partners is the D.I.P. lender, and Wilmington Trust is the administrative and collateral agent. The motion explains, "The agreement with H.I.G. contemplates approximately $7.4 million in senior debtor in possession financing secured by substantially all assets of the Debtors to fund the Debtors through a sale process. Additionally, an affiliate of H.I.G. is acting as stalking horse bidder to purchase all of the Debtor's assets for a purchase price of $10 million inclusive of amounts due under the DIP Financing. Upon entry of an interim order approving the DIP Facility, the entire principal amount of the DIP Loans will be available to be borrowed by the Debtors for immediate deposit into a blocked account held by the DIP Agent in trust for the DIP Lenders. The DIP Loans will bear interest at a rate of Adjusted LIBOR (subject to a 1.00% floor) plus 6% per annum, which interest shall be paid in cash monthly (or weekly, at the Borrower's option) and upon any repayment of prepayment of principal; provided that upon the occurrence of any event of default under the DIP Facility such interest rate margin shall automatically increase by an additional 2%." About Xtera Communications Xtera Communications Inc. sells high-capacity, cost-efficient optical transport solutions, supporting the high growth in global demand for bandwidth to telecommunications service providers. Xtera Communications Inc. and seven affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15, 2016. The petition was signed by Joseph R. Chinnici, chief financial officer. The Debtors disclosed $50.47 million in assets and $66.45 million in liabilities. The Debtors are represented by Stuart Brown, Esq., of DLA Piper. Cowen & Company serves as financial advisor and investment banker. Epiq Systems, Inc., has been tapped as claims agent. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. 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