/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170323.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 23, 2017, Vol. 21, No. 81 Headlines 262 BROAD STREET: Hearing on Plan Outline Set for April 27 611 COMMERCIAL: Disclosures OK'd; Plan Hearing on May 4 ACME DEVELOPMENT: Disclosures Conditionally OK'd; April 18 Hearing AK STEEL: Unit Commences Offering of $400 Million Senior Notes ALLIED CONSOLIDATED: Full Payment for Unsecureds Under Plan BALTYK CONSTRUCTION: Taps Sussman Law as Counsel BILLYS ROADHOUSE: April 18 Plan Confirmation Hearing BOEGEL FARMS: Has Interim Authority to Use Cash Through July 31 BOEGEL FARMS: Wants to Sell and Use Rabo and SBB Cash Collateral BREVARD EYE: Case Summary & 20 Largest Unsecured Creditors C & S COMPANY: Unsecureds to be Paid in Full Over 60 Months CAESARS ENTERTAINMENT: Fitch to Withdraw 'B-' Long-Term IDR CAESARS ENTERTAINMENT: Moody's Assigns (P)Ba3 Corp. Family Rating CAESARS ENTERTAINMENT: S&P Assigns 'B+' CCR; Outlook Positive CASCELLA & SON: May Use Cash Collateral Until April 30 CASCO INVESTMENTS: Unsecureds to be Paid in Full Plus 4.75% CASH CAPITAL: Has Final Approval to Obtain Financing, Use Cash CATASYS INC: Appoints Marc Cummins & Richard Berman as Directors CKP INVESTMENT: Has Final Authority to Use Cash Collateral CLINICA SANTA ROSA: Bank Seeks to Bar Access to Cash Collateral CREDITCORP: S&P Lowers ICR to 'B-' on Financial Weakness CRYSTAL LAKE GOLF: Has Until June 9 to Use Cash Collateral CRYSTAL LAKE GOLF: May Use Cash Collateral Through June 9 CVC INC: To Employ Scott B. Riddle as Attorney CYPRESS WAY: Seeks Approval to Use Creif Cash Collateral DORCH COMMUNITY: April 18 Plan Confirmation Hearing EARLY LIGHT: S&P Lowers Rating on 2014 School Bonds to 'BB' EAST COAST FOODS: Court OK Hope & IRS Pacts for Cash Collateral Use ECI HOLDCO: S&P Revises Outlook to Negative & Affirms 'B' CCR ENPRO INDUSTRIES: S&P Gives 'BB-' Rating on $150MM Unsecured Notes ESPLANADE HL: Can Continue Using FMB Cash Collateral Until April 12 ESTERLINE TECHNOLOGY: Moody's Cuts Corporate Family Rating to Ba2 EXTENDED STAY: S&P Affirms 'BB-' CCR; Outlook Remains Stable FANNIE MAE & FREDDIE MAC: Director Raphael W. Bostic Will Resign FEDERAL-MOGUL HOLDINGS: Moody's Rates New Sr. Secured Notes B1 FEDERAL-MOGUL HOLDINGS: S&P Assigns 'B-' Rating on EUR715MM Notes FIRST PHOENIX-WESTON: Unsecureds to Get 100% Under Sabra Plan FOLTS HOME: U.S. Trustee Unable to Appoint Committee FORESIGHT ENERGY: Prices Private Offering of $425M Secured Notes FORESIGHT ENERGY: Prices Private Offering of $425M Secured Notes FREDDIE MAC: Director Bostic Moving to FRB of Atlanta GARRETSON TILE: Case Summary & 20 Largest Unsecured Creditors GREEKTOWN HOLDINGS: S&P Lowers Rating on Secured Debt to 'B' GREENHUNTER RESOURCES: Files Chapter 11 Plan of Liquidation HANSELL MITZEL: Has Interim Approval to Use Cash Collateral HARTFORD COURT: Has Until April 10 to Use Hinsdale Cash Collateral HHGREGG INC: Doesn't Have Floor Bid for Proposed April Auction HUNTWICKE CAPITAL: Needs More Time to Complete Jan. 31 Form 10-Q HUNTWICKE CAPITAL: Needs More Time to Complete Jan. 31 Form 10-Q KING & QUEEN: To Sell Maryland Property to Fund Amended Plan LAKE SHORE ALTERNATIVE: March 27 First Creditors Meeting in Canada LILY ROBOTICS: May Use Spark's Cash Collateral Until March 31 MARBURN STORES: Hearing on Plan Outline OK Set for April 13 MCNEILL GROUP: Bucks County to Get $4,486 Per Month for 2 Years MCNEILL PROPERTIES: Says Provident Bank's Claim is Over Secured METROPOLITAN BAPTIST: Directed to Correct Errors in Plan Outline MILLENNIUM LAB: Loses Bid to Dismiss Plan Confirmation Appeal NAS HOLDINGS: Unsecureds to Recoup 100% Under Plan NEOVIA LOGISTICS: S&P Lowers CCR to 'SD' on PIK Exchange Offer NET ELEMENT: Further Amends Acquisition Agreement With Maglenta NICKLAS LLC: Court Moves Time of April 6 Plan Confirmation Hearing NORTHWEST GOLD: Case Summary & Unsecured Creditor NPC INT'L: S&P Affirms 'B-' CCR & Rates New 1st Lien Loans 'B' NRMT LLC: Seeks to Employ Wilcox as Counsel OCH-ZIFF CAPITAL: S&P Lowers ICR to 'BB' on Higher Leverage PARAGON OFFSHORE: Cancels Unissued Shares under Bonus Plans PARAGON OFFSHORE: de Groot & Hammersley's Equity Panel Bid Pending PARAGON OFFSHORE: Objections to Equity Panel Bid PARAGON OFFSHORE: Reports $338 Million Net Loss for 2016 PAUL'S LIQUOR: April 26 Disclosure Statement Hearing PEABODY ENERGY: Wins Confirmation of Chapter 11 Plan PRESIDIO DEVELOPERS: To Hire Don Coker as Expert Banking Witness PRIME GLOBAL: Expects to Report First Quarter Revenue of $327K PROGRESSIVE ACUTE: Files Chapter 11 Plan of Liquidation PROMOMANAGERS INC.: Wants to Use Collateral to Keep Consulting Biz. R.B.K. TRUCKING: April 26 Plan Confirmation Hearing REGIS GALERIE: Court Allows Cash Collateral Use Through June 4 RESHETAR REALTY: Asks Court to Approve Disclosure Statement RJR TOWING: Seeks to Employ Wilcox as Counsel SANTA CRUZ PLUMBING: Wants to Use Secured Creditors Cash Collateral SEANERGY MARITIME: Terminates Registration of Securities SEMLER SCIENTIFIC: Incurs $2.55 Million Net Loss in 2016 SIXTY SIXTY CONDOMINIUM: Unsecureds to Get 100% Under Plan SPECTRUM HEALTHCARE: Intends to Continue Using Cash Until May 27 SQUARETWO FINANCIAL: Case Summary & 30 Top Unsecured Creditors SQUARETWO FINANCIAL: Set to Emerge From Ch. 11 Under New Ownership SQUARETWO FINANCIAL: Set to Emerge From Ch. 11 Under New Ownership STATE DRIVE-IN: Creditors to Get $924 Per Month Under Revised Plan T&H PLASTICS: Court Confirms Plan of Reorganization TCC GENERAL: May Use Cash Collateral Until June 30 UNIFRAX HOLDING: S&P Gives 'B' Rating on New $735MM Sr. Facilities UNIQUE MOTORSPORTS: Has Final Order to Use Cash Collateral V & V SUPERMARKETS: Wants Court Approval for Cash Collateral Use VALUEPART INC: Has Until May 6 to Use Cash Collateral VEGA ALTA: Files Plan Addendum to Clarify Liquidation Analysis VWELLWEST INC: Seeks Court Approval to Use IRS Cash Collateral WEST CONTRA COSTA: U.S. Trustee Forms 3-Member Committee WEST SEATTLE LODGE: Has Until March 24 to Use Cash Collateral WILDWOOD CREST: Seeks Cash Collateral to Maintain Bungalows [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 262 BROAD STREET: Hearing on Plan Outline Set for April 27 ---------------------------------------------------------- The Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey will hold on April 27, 2017, at 11:00 a.m. a hearing to consider the approval of 262 Broad Street Corp.'s disclosure statement and confirmation of the Debtor's plan of liquidation. Objections to the Plan and Disclosure Statement must be filed no later than seven days prior to the hearing. About 262 Broad Street 262 Broad Street Corp. sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-23139) on July 14, 2015. The Debtor estimated assets and liabilities in the range of $0 to $50,000. The Debtor tapped Steven D. Pertuz, Esq., at Law Offices of Steven D. Pertuz as counsel. The petition was signed by Evelyn G. Morales, president/authorized officer. 611 COMMERCIAL: Disclosures OK'd; Plan Hearing on May 4 ------------------------------------------------------- The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has approved 611 Commercial, Inc.'s amended disclosure statement filed on Jan. 16, 2017, referring to the amended Chapter 11 plan filed on Jan. 16, 2017. A hearing to consider the confirmation of the Plan is set for May 4, 2017, at 9:30 a.m. Objections to the Plan must be filed by April 17, 2017. Acceptances or rejections of the Plan must also be filed by April 17, 2016. The last day for filing with the Court a tabulation of ballots accepting or rejecting the Plan is April 27, 2017. As reported by the Troubled Company Reporter on Jan. 23, 2017, the Debtor filed with the Court an amended disclosure statement dated Jan. 16, 2017, referring to the Debtor's amended Chapter 11 plan of reorganization dated Jan. 16, 2017. Class 6 Gerald Gay's Claims are unimpaired under the Plan and will retain his interest in any remaining assets. About 611 Commercial Inc. 611 Commercial, Inc., sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 14-04173) on Sept. 9, 2014. The petition was signed by Gerald Gay, president. The Honorable John J. Thomas is assigned to the case. Philip W. Stock, Esq., at the Law Office of Philip W. Stock serves as the Debtor's counsel. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million. ACME DEVELOPMENT: Disclosures Conditionally OK'd; April 18 Hearing ------------------------------------------------------------------ The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has conditionally approved Alex Badalamenti and ACME Development, LLC's disclosure statement referring to the Debtors' first amended plan of reorganization. A hearing to consider the approval of the Disclosure Statement and confirmation of the Plan is set for April 18, 2017, at 10:00 a.m. Objections to the Disclosure Statement and the Plan must be filed by April 11, 2017. Responses to the objection must be filed no later than two days prior to the Hearing. Creditors who want to vote on the Plan will return an originally-executed ballot to the Debtors' counsel by April 11, 2017. Alex Badalamenti and ACME Development, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 15-14413) on March 13, 2015. AK STEEL: Unit Commences Offering of $400 Million Senior Notes -------------------------------------------------------------- AK Steel Holding Corporation announced that its subsidiary, AK Steel Corporation, has commenced a registered offering of $400,000,000 aggregate principal amount of senior notes due 2027. The New Notes will be fully and unconditionally guaranteed by AK Holding, AK Steel's direct parent, and by AK Tube LLC, AK Steel Properties, Inc. and Mountain State Carbon, LLC, three wholly-owned subsidiaries of AK Steel. The New Notes will be unsecured senior obligations of AK Steel and the Guarantors. AK Steel intends to use the net proceeds of the offering, together with cash on hand and/or borrowings under its revolving credit facility, to finance AK Steel's cash tender offer, also announced, for any and all of AK Steel's outstanding 7.625% Senior Notes due 2020. The Offering will be made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission. The joint book-running managers for the Offering are BofA Merrill Lynch, Wells Fargo Securities, Citigroup, Goldman, Sachs & Co., BMO Capital Markets, Credit Suisse and Deutsche Bank Securities. Simultaneously with the Offering, AK Steel has commenced the Tender Offer pursuant to an Offer to Purchase, dated March 16, 2017, and a related Letter of Transmittal. Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, AK Steel is offering to purchase for cash any and all of its outstanding Old Notes. Holders of Old Notes who validly tender their Old Notes on or prior to 5:00 p.m., New York City time, March 22, 2017, will be eligible to receive the aggregate purchase price equal to $1,021.25 per $1,000 principal amount of Old Notes tendered. Tendered Old Notes may be validly withdrawn on or prior to the Expiration Time. Following the Withdrawal Deadline, holders who have tendered their Old Notes may not withdraw such Old Notes unless AK Steel is required to extend withdrawal rights under applicable laws. AK Steel's obligation to accept for purchase and to pay for the Old Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the receipt of proceeds from the offering of the New Notes. In addition to the applicable consideration, all holders of Old Notes accepted for purchase will also receive accrued and unpaid interest on those Old Notes from the last interest payment date to, but not including, the date such Old Notes are repurchased. If any Old Notes remain outstanding following the completion of the Tender Offer, AK Steel intends to promptly redeem such Old Notes in accordance with the terms of the Old Notes and the applicable indenture. None of AK Steel, AK Steel's Board of Directors, the dealer manager, the depositary and the information agent makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Old Notes, and, if so, the principal amount of Old Notes to tender. AK Steel has retained BofA Merrill Lynch to serve as the sole dealer manager for the Tender Offer. AK Steel has also retained Global Bondholder Services Corporation to serve as the information agent and depositary. For additional information regarding the terms of the Tender Offer, please contact BofA Merrill Lynch at (980) 388-3646 or toll free (888) 292-0070. Requests for documents and questions regarding the tender of Old Notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 or toll free (866) 470-4500, by mail at 65 Broadway, Suite 404, New York, New York 10006, Attention: Corporation Actions, or by visiting www.gbsc-usa.com/AKSteel/. AK Holding, along with certain of its subsidiaries, has filed a registration statement (including a prospectus) with the SEC relating to the Offering. Before you invest, you should read the prospectus supplement and accompanying prospectus in that registration statement and other documents AK Holding and AK Steel have filed with the SEC for more complete information about AK Holding, AK Steel and the Offering. You may review electronic copies of these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, AK Holding, AK Steel, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus supplement and accompanying base prospectus if you request it by contacting BofA Merrill Lynch at Attention: Prospectus Department, One Bryant Park, New York, NY, 10036 (1-800-294-1322 or dg.prospectus_distribution@bofasecurities.com); Wells Fargo at Attention: Client Support, 608 2nd Avenue, South Minneapolis, MN 55402, telephone: (800) 645-3751 Opt 5, or email: wfscustomerservice@wellsfargo.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling (800) 831-9146; Goldman Sachs & Co. at Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or email prospectus-ny@ny.email.gs.com; BMO Capital Markets at 3 Times Square, New York, NY 10036, Attn: High Yield Syndicate, telephone: (212) 702-1882; Credit Suisse at Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, telephone: 1-800-221-1037, or email: newyork.prospectus@credit-suisse.com; or Deutsche Bank Securities at Attention: Prospectus Group, 60 Wall Street, New York, New York 10005-2836, email: prospectus.cpdg@db.com, telephone (800) 503-4611. A full-text copy of the free writing prospectus is available at: https://is.gd/S4hUDp About AK Steel AK Steel is a producer of flat-rolled carbon, stainless and electrical steel products and carbon and stainless tubular products, primarily for automotive, infrastructure and manufacturing, electrical power generation and distribution markets. Headquartered in West Chester, Ohio (Greater Cincinnati), the company employs approximately 8,500 men and women at eight steel plants, two coke plants and two tube manufacturing plants across six states (Indiana, Kentucky, Michigan, Ohio, Pennsylvania and West Virginia) and one tube plant in Mexico. * * * S&P Global Ratings said it affirmed its 'B' corporate credit rating on AK Steel Corp. Moody's Investors Service upgraded AK Steel Corporation's Corporate Family Rating (CFR) and Probability of Default Rating to B2 and B2-PD from B3 and B3-PD respectively. ALLIED CONSOLIDATED: Full Payment for Unsecureds Under Plan ----------------------------------------------------------- Allied Consolidated Industries, Inc., as the substantively consolidated Debtor and as the successor to Allied Erecting & Dismantling Co., Inc., Allied Industrial Scrap, Inc., and Allied-Gator, Inc., and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Northern District of Ohio their first disclosure statement describing their joint plan of reorganization. General Unsecured Creditors are classified in Class 5, and those who hold Claims in that Class will receive 100% of their Allowed Claims, to be distributed when funds are available. The Plan contemplates that there will be no change in the management of the Reorganized Debtor. The Plan also contemplates that the management's salaries and compensation will not change during the Plan and that no dividends, bonuses, or other forms of additional compensation will be paid to management and/or equity holders. Under the Plan, most of the Debtor's property will be placed in the control of a Creditor Trust, managed by Inglewood Associates LLC and John Lane as the Creditor Trustee who will have full control and power to determine which transactions should be entered into, what property should be sold or leased and at what price, and will make all distributions to Creditors. -- The Litigation Claims will become property of the Reorganized Debtor, subject to all recovery rights in the Creditor Trust; -- The major asset is the Allied Erecting & Dismantling Co., Inc. real estate. In order to effectively liquidate that asset it must be marketed for an appropriate period estimated to be up to 24 months; -- The Plan creates 6 classes of Claims and one of Interests. Distributions will be 100% of Allowed Claims. All unsecured Claims in Classes 1 through 5 and the Class 6 Claim of Michael D. Ramun shall accrue interest from the Petition Date until paid in full at the applicable federal judgment rate. The Plan will be funded from the following sources: (a) Sales of Trust Assets other than Cash on Hand and Operations Income. The Creditor Trustee will sell any Trust Assets other than the Cash on Hand or Operations Income free of any lien, claim or encumbrance (such lien, claim or encumbrance being transferred to the proceeds of sale) to raise funds to make payments under the Plan. (b) Cash on Hand. $$675,073 is estimated to be the amount of funds available for distribution on the Effective Date. (c) Excess Equipment Proceeds. The net proceeds from the public auction of the Debtor's excess equipment held on Dec. 1, 2016, and other equipment sales in the amount of $1,840,334 not part of the Cash on Hand. (d) Operations Income. Net income from the scrap processing operations of Allied Industrial Scrap, Inc. and the ongoing sales and other operations of the Reorganized Debtor i.e, the hydraulic shear business known as Allied Gator. As soon as all Claims in Classes 1 through 5 and the Michael D. Ramun Class 6 Claim have been paid in full, the Reorganized Debtor's obligation to contribute the Operations Income to the Trust shall automatically cease. (e) Recovery from Norfolk Litigation. (f) The Causes of Action. (g) Proceeds from the Assumption and Assignment of the Fairless Agreements. (h) Recovery from U.S. Steel. Any right to recover from U.S. Steel as a result of the Reorganized Debtor prevailing in the U.S. Steel Appeal or the New U.S. Steel Suit until all funds paid to U.S. Steel from the Creditor Trust are recovered, provided the Creditor Trust has not been terminated as a result of full payment to all Classes of Claims other than Class 2. (i) Proceeds. All net proceeds (after actual costs of sale) from any disposition of any of the Trust Assets regardless of whether the Creditor Trust holds legal and/or equitable title to any Trust Asset. The Disclosure Statement is available at: http://bankrupt.com/misc/ohnb16-40675-314.pdf About Allied Consolidated Industries Co-founded on March 7, 1973 by current president, John R. Ramun, and his father, Michael Ramun, Allied Erecting and Dismantling, Inc. provided industrial dismantling of decommissioned industrial facilities. In 1985, Allied Industrial Scrap, Inc., Allied Industrial Equipment, Inc., Allied Industrial Development Corporation, and Allied Industrial Contracting, Inc., came into being. The Allied companies' complex at 1999 Poland Avenue, Youngstown, Ohio includes a 25,000 square foot office building and a new 218,000 square foot machine shop, office, and training facility. Allied Consolidated Industries, Inc. is the parent company. President John R. Ramun is a 75% shareholder and his broter, Michael D. Ramun, is a 25% shareholder. Allied Consolidated Industries, Allied Erecting and Dismantling, Allied Gator, Inc., and Allied Industrial Scrap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 16-40675) on April 13, 2016. The petitions were signed by John R. Ramun, president. The Court approved the retention of Suhar & Macejko, LLC as counsel for the Debtors on May 12, 2016. The Court entered an agreed order approving the retention of Inglewood Associates, LLC as turnaround managers on May 13, 2016. The Court approved the retention of Eckert Seamans Cherin & Mellott, LLC, as special counsel on July 18, 2016. The Debtors have sought approval to employ Landmark Real Estate Services, LLC as the non-exclusive real estate broker in connection with the listing for sale of 240 acres of properties for a listing period through June 30, 2017. On May 16, 2016, the United States Trustee filed a notice of appointment of an Official Committee of Unsecured Creditors. On June 30, 2016, the bankruptcy court granted Committee's application to retain counsel. On July 11, 2016, the bankruptcy court entered an order granting substantive consolidation of the estates of the debtor companies. BALTYK CONSTRUCTION: Taps Sussman Law as Counsel ------------------------------------------------ Baltyk Construction, Corp. seeks approval from the US Bankruptcy Court for the Eastern District of New York to employ The Law Offices of Jeremy S. Sussman as counsel. The Debtor requires Bankruptcy Counsel to: a. advise the Debtor with respect to its rights, duties, and obligations as debtor-in-possession; b. assist the Debtor to prepare and file any schedules, statements and declarations required under the Bankruptcy Code, Bankruptcy Rules, and Local Rules; c. assist the Debtor to prepare and file its monthly operating reports and meet its other administrative obligations in connection with this Bankruptcy Case; d. represent the Debtor at the initial case conference, initial debtor meeting, and section 341 meeting of creditors; e. represent the Debtor at hearings, status conferences, and mediation sessions, as necessary; f. prosecute avoidance actions and other adversary proceedings on behalf of the Debtor's estates, as necessary; g. assist the Debtor in negotiating settlements with its creditors; h. assist the Debtor to file a disclosure statement and chapter 11 plan and solicit acceptances thereof. The Debtor seek to pay the Sussman Law Firm on an hourly basis: (a) $350 per hour for Mr. Sussman; (b) $250-$325 per hour for associates, depending on their level of experience, and (c) $100 per hour for legal assistants. All time will be billed in tenths of an hour. In addition, the Sussman Law Firm shall invoice the Debtor's estates for all out of pocket expenses reasonably incurred in connection with the Bankruptcy Case, at cost. Jeremy S. Sussman, principal attorney for The Law Offices of Jeremy S. Sussman, attests that his firm does not represent any interest adverse to the Debtor's estates and is "disinterested" as that term is defined in section 101 of the Bankruptcy Code. The Firm can be reached through: Jeremy S. Sussman, Esq. The Law Offices of Jeremy S. Sussman 225 Broadway, Suite 3800 New York, NY 10007 Tel: (646) 322-8373 About Baltyk Construction, Corp Baltyk Construction, Corp. filed a voluntary Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-44128) on September 15, 2016. The Debtor is represented by Jeremy S Sussman, Esq. of The Law Offices of Jeremy S. Sussman. BILLYS ROADHOUSE: April 18 Plan Confirmation Hearing ---------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania conditionally approved the disclosure statement explaining Billys Roadhouse, Inc.'s plan of reorganization dated March 6, 2017, and scheduled for April 18, 2017, at 1:30 P.M., the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan. Objections to the Disclosure Statement and to confirmation of the Plan must be filed on or before April 10. Unsecured Class 11 includes the claims of the general unsecured creditors which claims are in the aggregate amount of $48,654.16. Under the Plan, the claimants will be paid 50% of their claims over a period of four years in equal annual installments. The first annual payment in the aggregate amount of $6,081.77 will be made one year after the Plan Effective Date and the amount will be paid each year for the three years after the first payment. The Debtor will fund its Plan out of ongoing business operations and the profits generated therefrom. Copies of the Disclosure Statement and Plan are available at: http://bankrupt.com/misc/pawb16-21969-59.pdf http://bankrupt.com/misc/pawb16-21969-59-1.pdf Billys Roadhouse, Inc., operates a bar/restaurant in Wexford, Pennsylvania. The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-21969) on May 25, 2016. The Debtor is represented by Robert O. Lampl, Esq. BOEGEL FARMS: Has Interim Authority to Use Cash Through July 31 --------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Boegel Farms, LLC and Three Bo's, Inc., to use cash collateral through July 31, 2017 on an interim basis. Security State Bank asserted an interest in the Debtors' cash collateral, as well as all other equipment, accounts, inventory and personal property of the The Warren L. Boegel Trust UTA 2/07/07. RABO AgriFinance LLC also asserted an interest in the cash collateral, in addition to its interest in rents, pursuant to its loan and security documents with the Debtors. The Debtors are authorized to use Cash Collateral to pay expenses of their farming operation in accordance with the budget. The Debtors were also authorized to sell wheat and other grain inventory, and to use the proceeds from these sales, the proceeds from any receivables pledged to Security State Bank, and the proceeds of checks made payable to the Debtors from Gavilon Grain, LLC under a forward contract. The Debtors agreed to defer the use of rental income in the sum of $312,320 pledged to RABO AgriFinance. The Debtors are directed to deposit any rents constituting the cash collateral of RABO AgriFinance in a segregated account, and will not spend such rents, unless otherwise agreed to by RABO AgriFinance. Security State Bank is granted granted a post-petition lien in the Debtors' crops to be planted postpetition to the extent of any cash collateral used by the Debtors. The Debtors had anticipated generating $1,126,307 of positive cash flow through the end of 2017, which the Debtors expected to be utilized for payments to their respective secured creditors. In addition, the Debtors had anticipated the sale of real property that has been secured to both RABO AgriFinance and Security State Bank. In addition, Security State Bank will receive: (a) an additional and replacement continuing valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interest in and lien on any and all presently owned and after acquired personal property and all other assets of the Debtors and the estate; (b) an allowed superpriority administrative expense claim in the case and any Successor Case; and (c) payments from the proceeds from the liquidation of secured assets to Security State Bank and/or RABO AgriFinance at the closing of the sale of any such transaction, with such payments to be made to Security State Bank and/or RABO AgriFinance according to their relative priorities in the assets as of the Petition Date. Such postpetition replacement and adequate protection liens, as well as the superpriority administrative expense claim granted to Security State Bank will be subject to the Carve Out, which consists of: (1) statutory fees payable to the U.S. Trustee; (2) pursuant to Section 726(b) of the Bankruptcy Code, claims allowed by a final order of the Bankruptcy Court under Section 503(b) of the Bankruptcy Code that are incurred after the conversion of the Chapter 11 case to a case under Chapter 7 of the Bankruptcy code in an amount not to exceed $5,000; (3) the allowed and paid professional fees and disbursements incurred by the Debtors in an amount not to exceed $100,000; and (4) up to $10,000 of other professional fees and disbursements incurred prior to the entry of the Final Order and, subsequent to the entry of a Final Order, such amounts as are provided in the Budget, by an Statutory Committee for any professionals retained by final order of the Court or for any certified public accountants retained by the Debtors and appointed by the Court. A final evidentiary hearing with respect to the Motion is scheduled for March 29, 2017 at 9:00 a.m. A full-text copy of the Preliminary Interim Order, dated March 16, 2017, is available at https://is.gd/QlzrvA Attorney for Security State Bank: Bruce J. Woner, Esq. WONER, REEDER & GIRARD, P.A. PO Box 67689 Topeka, KS 66667-0689 Tel: 785.235.5330 Fax: 785.235.1615 fax E-mail: woner@wrglaw.com Attorneys for RABO AgriFinance, LLC Michael Johnson, Esq. RAY QUINNEY & NEBEKER, P.C. 36 South State Street, Suite 1400 Salt Lake City, UT 84111 Tel: 801.323.3363 Fax: 801.532.7543 E-mail: mjohnson@rqn.com -- and -- William A. Wells, Esq. YOUNG, BOGLE, McCAUSLAND, WELLS & BLANCHARD, P.A. 100 North Main, Suite 1001 Wichita, KS 67202-3392 Tel: 316.265.7841 Fax: 316.265.3596 fax E-mail: b.wells@youngboglelaw.com About Boegel Farms LLC Boegel Farms, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 17-10222) on February 23, 2017. The petition was signed by Jack Boegel, president. The case is assigned to Judge Robert E. Nugent. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The Debtor is represented by David Prelle Eron, Esq. at Eron Law, P.A. The Debtor retains Roger Schulz and Cathleen Mueller of Schulz and Leonard, P.C. as its accountant. No trustee has been appointed in the Debtor's case. BOEGEL FARMS: Wants to Sell and Use Rabo and SBB Cash Collateral ---------------------------------------------------------------- Boegel Farms, LLC, and Three Bo's, Inc., ask the U.S. Bankruptcy Court for the District of Kansas to authorize the (i) sale of stored grain and harvested feed products, all grown and harvested in 2016; (ii) surcharge of collateral; and (iii) interim use of collateral. Rabo Agrifinance, Inc. and Security State Bank ("SSB") may hold security interests in the 2016 Crops. The Debtors routinely sell crops in the ordinary course of their farming operation. The 2016 Crops hold a value of approximately $1,089,700, plus receivables and cash equivalents from the 2016 Crops in the additional amount of approximately $200,000. The Debtors also anticipate receiving rents in the amount of $637,240 for land rentals during 2017. The Debtors only source of funds that can be used to generate a crop in 2017 is the 2016 Crops and the rent proceeds. The nature, extent, and validity of the various competing liens against the 2016 Crops and the land rents have not been fully determined at this time. Tentatively, it appears that the total amount of the claims secured by the 2016 Crops is over $16,500,000. Thus, the 2016 Crops are substantially over-encumbered. Of this amount, the Rabo claim represents over $13,000,000, and that claim also appears to be secured by the land rents. Nonetheless, the SSB and the Rabo loans are substantially oversecured by other collateral, having a net available equity of more than $31,000,000. Prohibiting use of the cash collateral would destroy Debtors' ability to continue operations while preparing to reorganize and liquidate property for the benefit of their creditors. The Debtors propose to use the cash collateral on an interim basis in accordance with the proposed Budget. The Budget projects a total crop sales of 2,211,367 in 2017, a total operating expenses of 1,666,799, a total operating income of 507,567, a total other income of 618,740, and a net income of 1,126,307. The Budget demonstrates that Debtors anticipate generating proceeds of more than $1,000,000 in excess of their farm expenses for the 2017 crop year (inclusive of income taxes, but excluding debt service payments). Even after making their debt service payments (which will build equity in the creditors' remaining collateral) and funding taxes and administrative expenses, the Debtors anticipate that they will be able to fund all expenses out of the 2017 crop (thus leaving a similar surplusage in 2018). The Debtors propose to provide SSB (and Rabo to the extent they are secured by the 2016 Crops) with a replacement lien against the 2017 crops and any insurance proceeds or governmental program payments in an amount equal to their current secured position vis a vis the 2016 Crops. Rabo will also be provided with a replacement lien on the rents. The Debtors further propose to provide to such creditors with a priority administrative claim to the extent of any reduction in value of such creditor's claim accruing as a result of the usage of the proceeds from the sale of the 2016 Crops. As such, the secured creditors will be adequately protected. The Debtors ask that the Court authorize the Debtors to use the proceeds generated by the sales in the amounts specified for the Debtors' immediate needs in planting the 2017 crop and other necessary farm operating expenses. The Debtors also seek to surcharge SSB's collateral, the 2016 Crops, for expenses that will be incurred in growing and harvesting the 2017 wheat that has already been planted, and which serves as SSB's collateral. The Debtors also seek to use rents generated from the real estate in which Rabo holds a security interest to pay the ongoing farming expenses. The Debtors ask authority to use the land rents and the 2016 Crops and proceeds therefrom, as necessary, to fund all expenses listed in the Budget. To the extent necessary, the Debtors also request authority to use the funds held on deposit, over $130,000 between all three Debtors on the Petition Date, to fund the expenses listed on the Budget. The Debtors ask that such usage be authorized in the amounts designated by month, with a variance of up to two months, as weather and market conditions fluctuate. The Debtors ask authority to sell the 2016 Crops, deposit any proceeds into the segregated bank account, collect and deposit existing receivables from grain sales in the same fashion, and use the proceeds as designated in the attached Budget, subject to a variance of up to 10% on any given line item in any given month. The Debtors also ask an order compelling SSB to endorse the grain proceeds check in the amount of $8,503, and authorizing the Debtors to deposit and use the proceeds therefore as set forth. The Debtors pray for entry of an order authorizing the surcharge of SSB's collateral (the 2016 Crops) in order to grow, harvest, and market the 2017 wheat crop, authorizing post-petition use of cash collateral on an interim basis as specifically set forth, and for such other and further relief as the Court deems proper. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/kasb17-10222_23_Cash_Three_Bos_Inc.pdf About Boegel Farms LLC Boegel Farms, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 17-10222) on Feb. 23, 2017. The petition was signed by Jack Boegel, president. The case is assigned to Judge Robert E. Nugent. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. No trustee has been appointed in the Debtor's case. BREVARD EYE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Brevard Eye Center, Inc. 17-01828 665 S. Apollo Boulevard Melbourne, FL 32901 Brevard Surgery Center, Inc. 17-01829 665 S. Apollo Boulevard Melbourne, FL 32901 Medical City Eye Center, P.A. 17-01830 214 E. Marks Street Orlando, FL 32803 THMIH, Inc. 17-01831 665 S. Apollo Boulevard Melbourne, FL 32901 Business Description: Medical City Eye Center has been serving East Central Florida as The Brevard Eye Center for over 28 years and serving Downtown Orlando as Yager Eye Institute for over 50 years. Being known as the Space Coast's leading eye care professionals, the Company's reputation for professionalism and excellence in service through techniques and technology has placed it at the top of the eye care spectrum. The convenience of six locations placed throughout East Central Florida with extended hours along with Saturday appointments, offers its patients easy accessibility. For more information, please visit www.medicalcityeye.com Chapter 11 Petition Date: March 21, 2017 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: Geoffrey S Aaronson, Esq. AARONSON SCHANTZ BEILEY P.A. Bank of America Tower 100 Southeast 2nd Street - 27th Floor Miami, FL 33131 Tel: (786) 594-3000 Fax: (305) 675-3880 E-mail: gaaronson@aspalaw.com - and - Samuel J Capuano, Esq. AARONSON SCHANTZ BEILEY P.A. Miami Tower, 100 S.E. 2nd Street 27th Floor Miami, FL 33131 Tel: 786-594-3000 Fax: 305-424-9336 E-mail: scapuano@aspalaw.com Estimated Estimated Assets Liabilities ---------- ----------- Brevard Eye Center $1M-$10M $10M-$50M Brevard Surgery Center $1M-$10M $10M-$50M Medical City Eye Center $1M-$10M $10M-$50M THMIH, Inc. $1M-$10M $10M-$50M The petitions were signed by Dr. Rafael Trespalacios, president. A copy of Brevard Eye Center's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01828.pdf A copy of Brevard Surgery Center's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01829.pdf A copy of Medical City Eye Center's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01830.pdf A copy of THMIH, Inc.'s list of five unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01831.pdf C & S COMPANY: Unsecureds to be Paid in Full Over 60 Months ----------------------------------------------------------- C & S Company filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement to accompany the Debtor's plan of reorganization. A hearing to consider the approval of the Disclosure Statement is set for May 3, 2017, at 9:30 a.m. Class 4 unsecured claims are impaired by the Plan. Class 4 will be paid in full over 60 months of quarterly payments. The Debtor will be funded from the cash flow of the business. The Debtor will take its disposable income from the operations of the business. The Debtor will pay its disposable income towards plan payments, paid quarterly for a period of five years from the Effective Date. The Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-14155-144.pdf About C & S Company C & S Company is an excavation company which specializes in underground utility work. The Debtor was founded in 1983 and purchased by Stacey and Brad Lindburg in July 2003. The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14155) on July 28, 2016. The petition was signed by Stacey Lindburg, president. The Debtor disclosed total assets at $120,000 and total liabilities at $2.42 million. The Debtor is represented by David J. Winterton, Esq., at David Winterton & Associates, Ltd. CAESARS ENTERTAINMENT: Fitch to Withdraw 'B-' Long-Term IDR ----------------------------------------------------------- Fitch Ratings plans to withdraw Caesars Entertainment Corp.'s and related entities' ratings on or about April 21, 2017 for commercial reasons. Fitch currently rates Caesars and its subsidiaries as follows: Caesars Entertainment Corp. (CEC) -- Long-Term IDR 'CC'. Caesars Entertainment Resort Properties, LLC (CERP) -- Long-Term IDR 'B-'; -- Senior secured first-lien credit facility 'B+/RR2'; -- First-lien notes 'B+/RR2'; -- Second-lien notes 'CCC/RR6'. Caesars Growth Properties Holdings, LLC (CGPH) -- Long-Term IDR 'B-'; -- Senior secured first-lien credit facility 'BB-/RR1'; -- Second-lien notes 'B-/RR4'. Corner Investment PropCo, LLC (The Cromwell) -- Long-Term IDR 'B-'; -- Senior secured credit facility 'B+/RR2'. All of the above ratings are currently on Rating Watch Positive. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch believes investors benefit from increased rating coverage by Fitch, and the agency is providing approximately 30 days' notice to the market of the upcoming withdrawal of Caesars' ratings. Ratings are subject to analytical review and may change up to the time Fitch withdraws the ratings. Fitch's last rating action for the above referenced entities was on Dec. 8, 2016. Fitch maintained the ratings for Caesars and its related entities on Rating Watch Positive. CAESARS ENTERTAINMENT: Moody's Assigns (P)Ba3 Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned new provisional ratings to Caesars Entertainment Operating Company, LLC, including a provisional Corporate Family Rating of (P)Ba3, and a provisional rating of (P) Ba3 on both the proposed $1,235 million 7-year secured term loan, and $200 million 5-year revolving credit facility. The outlook is stable. The proceeds of the proposed secured term loan will be used to finance the company's exit from bankruptcy pursuant to the plan of reorganization approved on January 17, 2017 by the U.S. Bankruptcy Court for the Northern District of Illinois. The provisional ratings are assigned pending closing of the plan of reorganization and emergence from bankruptcy which is expected to occur in mid to late 2017. Upon emergence, Caesars Entertainment Corporation ("CEC") will wholly own New CEOC, Caesars Entertainment Resorts Properties ("CERP"), and Caesars Growth Partners ("CGP"). New CEOC will operate 18 domestic casino resorts pursuant to two 15-year triple net master leases with a newly formed real estate investment trust ("REIT"). New CEOC will also own and operate one domestic casino, nine international properties and manage another seven resorts on behalf of third party owners. The following rating actions were taken: Assignments: Issuer: Caesars Entertainment Op. Co. LLC -- Corporate Family Rating, Assigned (P)Ba3 -- Senior Secured Bank Credit Facility, Assigned (P)Ba3 (LGD3) Outlook Actions: Issuer: Caesars Entertainment Op. Co. LLC -- Outlook, Assigned Stable RATING RATIONALE The (P)Ba3 Corporate Family Rating reflects New CEOC's large scale of operations in terms of revenues and number of properties operated, a high level of geographic diversification relative to its regional gaming peers, improving profitability, and ability to generate free cash flow after capital spending and mandatory debt amortization. The ratings consider an improved governance structure post emergence with eight independent directors out of the total eleven proposed board members and elimination of control by the original LBO sponsors. Additionally, New CEOC will benefit over time from its relationship with a newly formed real estate investment trust ("REIT"). New CEOC will operate 18 domestic casino resorts pursuant to two 15 year triple net master leases with the REIT. The REIT can present opportunities for the company to secure new management contracts from assets acquired by the REIT or New CEOC can sell and leaseback assets it acquires via reciprocal rights of first refusal. The ratings consider New CEOC's high financial leverage (pro-forma lease adjusted debt/EBITDAR is 6.0x) and New CEOC's position within the highly leveraged CEC corporate family. Also, as part of the plan of reorganization, CEC will issue $1.1 billion convertible securities that will need to partially rely on support from its three operating subsidiaries to service interest prior to conversion. While the company has funded capex equal to approximately 4% of revenues over the past four years, Moody's believes some catch up investment is needed. New CEOC will generate sufficient cash flow to support investment spending needs. Over the next 12-18 months, Moody's expects New CEOC's lease adjusted debt/EBITDAR will decline to approximately 5.7x due to EBITDA growth and debt reduction and fixed charge coverage (defined as EBITDAR-capex/interest+rent) will remain around 1.4x. While this coverage is healthy, the fixed nature of New CEOC's contracted lease payments to the REIT reduces the company's operating flexibility and in turn, increases its earnings volatility if revenues decline significantly. The stable rating outlook reflects Moody's view that gaming industry revenues will increase between 1%-2% with a greater flow through to earnings and that New CEOC will generate free cash flow that will largely be applied to debt reduction. Ratings would be considered for an upgrade if lease-adjusted debt/EBITDAR and adjusted EBIT/interest drops below 5.0x and increases above 1.5x, respectively. Ratings could be lowered if gaming industry revenues show signs of sustained deterioration, if lease-adjusted debt/EBITDAR rises above 6.2x or if coverage declines below 1.3x. Ratings could also be downgraded if CEC relies on New CEOC to a material degree to support debt service on the convert. New CEOC's senior bank debt will be secured by non-REIT assets and guaranteed by wholly owned subsidiaries. The term loan is covenant-lite and the revolver is subject to net first lien debt/EBITDA test if utilization reaches 30%. There is an excess cash flow sweep with step downs and liberal restricted payment baskets. Caesars Enterprise Services, LLC ("CES"), is a joint venture among CEOC, CERP and a subsidiary of CGP, provides certain corporate and administrative services to these entities pursuant to a shared services arrangement. Each entity pays its share of costs and capex for shared services. CES will own and license the major IP assets including Total Rewards, to CEOC. Moody's does not consider the lease payments from New CEOC to the newly formed REIT as a form of credit support for Loss Given Default purposes given that the lease is structured as a master lease. In a master lease, the rejection of one lease requires the rejection of all leases. As a result, the benefit of being able to reject individual leases -- typically considered a form of credit support to more senior funded debt -- is not available. New CEOC creditors are incentivized to maintain the master lease as it is their primary asset. New CEOC will operate 18 domestic casino resorts pursuant to two 15 year triple net master leases with a newly formed real estate investment trust ("REIT"). New CEOC will also own and operate one domestic casino, nine international properties and manage another seven resorts on behalf of third party owners. New CEOC generated approximately $4.7 billion in 2016. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. CAESARS ENTERTAINMENT: S&P Assigns 'B+' CCR; Outlook Positive ------------------------------------------------------------- S&P Global Ratings said that it assigned its 'B+' corporate credit rating to Las Vegas-based Caesars Entertainment Operating Company LLC (new CEOC). The rating outlook is positive. At the same time, S&P assigned its 'BB' issue-level rating and '1' recovery rating new CEOC's proposed $1.4 billion senior secured credit facility, consisting of a $200 million revolving credit facility due in 2022 and a $1.235 billion senior secured term loan due in 2024. The '1' recovery rating reflects S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) for lenders in the event of a payment default. New CEOC, which will be the new entity post emergence of CEOC, plans to use the proceeds from the new credit facility to support CEOC's emergence from bankruptcy. Additional sources of funds for the restructuring include the issuance of $1.1 billion in convertible notes at parent company Caesars Entertainment Corp. (CZR) to existing lenders. S&P will treat the convertible notes as debt because the instrument is not mandatorily convertible into common stock within a period of one-year from issuance. As part of the reorganization, Caesars Acquisition Corp. (CACQ) will merge with and into CZR, with CZR as the surviving entity. CACQ's subsidiary, Caesars Growth Partners (CGP) will become a wholly owned subsidiary of CZR. CZR will use $2.95 billion in cash from the sale of the social and mobile games business at CACQ, $1.35 billion of cash at CEOC and CGP, and $126 million of insurance proceeds from CZR to effectuate the restructuring. S&P's 'B+' corporate credit rating on new CEOC takes into account a consolidated view of CZR (the ultimate parent of the group) and includes new CEOC, Chester Downs and Marina LLC, Caesars Entertainment Resort Properties LLC (CERP), and CGP (including Caesars Growth Properties Parent LLC, CGPP, and Caesars Growth Properties Holdings LLC, CGPH). S&P considers all of these entities to be core to CZR. CZR, CERP, and Chester Downs and Marina remain on CreditWatch with positive implications at 'CCC-', and CGP remains on CreditWatch positive at 'B-'. S&P expects the corporate credit ratings on these entities will be raised to 'B+' with a positive outlook upon the completion of the new CEOC financing, progress toward required regulatory approval, and S&P's ability to conclude that planned financing at the new real estate company controlled by CEOC creditors will be completed in a manner that supports a successful emergence. The 'B+' rating on new CEOC reflects S&P's expectation that CZR's consolidated leverage will improve to the high-5x area in 2018 from the high-6x area at the end of 2017, through a combination of EBITDA growth in 2018 and an expectation that the company will generate free cash flow that could be used for debt repayment. S&P's forecast for leverage incorporates its view that CZR's EBITDA will grow in the mid-single–digit percentages in 2018 as a result of the investments CZR is making in its portfolio coupled with S&P's good outlook for the Las Vegas market. S&P expects these reinvestment projects (primarily hotel room renovations in Las Vegas and the addition of nongaming amenities at Chester Downs) and the impact of new competition in certain regional markets (e.g., Baltimore) will result in modest disruption in 2017, reducing EBITDA this year. Notwithstanding S&P's expectation for modestly lower EBITDA in 2017, its operating expectations coupled with the company's new pro forma organizational and capital structure will allow it to generate good levels of discretionary cash flow (DCF), which could be used for debt repayment (at least $400 million annually). Additionally, S&P expects capital spending will begin to decrease in 2018 and beyond as CZR completes the bulk of its extensive reinvestment program. While CZR has indicated it would like to undertake acquisitions and development opportunities to grow in future periods, S&P believes it has refinancing opportunities, in addition to anticipated improved cash flows from EBITDA growth and lower maintenance levels of capital spending in future periods, to build in a greater cushion with respect to S&P's 6x leverage upgrade threshold to provide some flexibility to pursue these opportunities. Specifically, CZR has indicated its intent to pursue refinancing opportunities to address high-cost debt at its CERP and CGPH subsidiaries put in place before the CEOC bankruptcy and at a time when consolidated CZR was burning cash. As a result, this debt is subject to higher interest rates than similar debt at other gaming peers. S&P's corporate credit rating takes into account a consolidated view of CZR (the ultimate parent of the group) and includes new CEOC, Chester Downs and Marina, CERP, and CGP (including CGPP and CGPH). S&P considers all of these entities to be core to CZR. S&P believes CZR's willingness to contribute cash to support the CEOC restructuring (through merging with CACQ and using cash from the sale of its social and mobile games business) and its willingness to guarantee future lease payments that new CEOC will make to a newly created real estate investment trust that will be controlled by former CEOC creditors (Propco) support S&P's assessment that new CEOC is integral to CZR's strategy. New CEOC will manage a majority of the company's regional casino assets, which function as feeder markets for CZR's Las Vegas properties. Additionally, Caesars Palace, CZR's premier asset in Las Vegas and in its entire portfolio, resides within CEOC. S&P believes that CZR views new CEOC and all the other entities listed above as integral to its identity and future strategy, and that it will manage the properties as a single portfolio. This is supported by the inclusion of all its properties in these entities in the Total Rewards player loyalty program, the use of a shared services agreement to manage these various entities, common management, and the use of the same brands or common brands across the various entities. CZR is a large and well-diversified U.S. gaming operator, with a portfolio of assets across most major regional gaming markets and a meaningful position on the Las Vegas Strip. It owns or operates properties in most major U.S. gaming markets under brand names including Caesars, Harrah's, and Horseshoe, which are well established and recognized in regional gaming markets. CZR's brands coupled with an industry-leading customer loyalty program support CZR's market leading or second place position in the majority of its markets and allow it to capture greater revenue share than its fair share of slot machines and table game seats in many of its markets. S&P believes its strong Total Rewards player loyalty program allows Caesars to consolidate customers' play at its properties because CZR offers customers an option to earn points that can be used across a large portfolio of assets, particularly in Las Vegas, a market S&P views favorably because it caters to a large number of visitors with high propensities to spend on nongaming and gaming amenities. In addition to geographic diversity, CZR also benefits from good diversity of gaming and nongaming revenue, with over 40% of its total revenue generated from nongaming sources. S&P believes that CZR's reinvestment program over the past two years while CEOC has been in bankruptcy and the investments that CGP made in the assets that it purchased from CZR in 2014 have improved asset quality, in particular with regards to its hotel rooms in Las Vegas. CZR anticipates that almost 60% of its room base in Las Vegas will have been renovated over the past three years by the end of 2017. S&P believes the room renovations, coupled with its view that dynamics are still favorable on the Las Vegas Strip for continued average daily rate growth and high occupancy because of no new supply growth over the next two years, strong visitation to the market, and continued growth in convention visitation, should support continued good growth in revenue per available room (RevPAR) at CZR's properties. Furthermore, pro forma for CZR's new capital structure, S&P expects the company will generate sufficient cash flow to reinvest appropriately in its assets to maintain asset quality and its competitive position going forward as well. CZR's new CEOC subsidiary will no longer own its real estate (comprising most of CZR's regional gaming facilities and Caesars Palace in Las Vegas) and will be subject to a large fixed rent expense of approximately $640 million annually under the master lease with Propco. S&P believes CZR compares favorably to other regional gaming operating companies such as Penn National Gaming and Pinnacle Entertainment Inc. in terms of operating efficiency and profitability because only about half of S&P's forecast CZR EBITDA before rent expense (EBITDAR) will be subject to a large fixed rent payment and the other half will be generated by owned assets. CZR's owned asset portfolio will consist of a broad portfolio of properties across the Las Vegas Strip (which benefit from a favorable tax rate) and a select number of regional gaming assets in markets like New Orleans, Laughlin, Nev., and Atlantic City, N.J. (If Propco exercises its option to purchase Harrah's New Orleans, Harrah's Laughlin, and Harrah's Atlantic City, CZR's owned real estate will be further concentrated in Las Vegas.) Notwithstanding these strengths, CZR is exposed to high levels of anticipated cash flow volatility over the economic cycle because of a concentration in destination markets (about half of its EBITDAR is generated in Las Vegas) and gaming's reliance on consumer discretionary spending. Additionally, CZR is exposed to a high degree of competition in Las Vegas and across many regional gaming markets, which can drive increases in marketing and promotional spending. S&P's base case assumes: -- S&P believes modest economic improvement will drive visitation to, and spending at, U.S. casinos. S&P forecasts U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018, and U.S. consumer spending growth of 2.5% in 2017 and 2.3% in 2018. -- Regional gaming revenue will grow in the low–single-digit percentages through 2018, generally in line with broader growth in the local economy and S&P's expectations for growth in consumer spending. S&P expects gaming revenue growth in U.S. regional markets to be largely correlated to consumer spending growth given the maturity of most markets, except where the introduction of new competition nearby hurts the market. -- Gaming revenue on the Las Vegas Strip grows in the low- single-digit percentage area through 2017, while RevPAR grows in the low- to mid-single-digit percentages through 2017. High-end international gaming spending, which primarily affects Caesar Palace, remains somewhat volatile over that time period, but convention business remains strong. -- S&P has assumed new CEOC's net revenue and property EBITDAR declines in the low–single-digit percentage area in 2017, mainly due to disruptions related to room renovation at Caesars Palace in Las Vegas, which will reduce the number of room nights available, coupled with disruption at Chester Downs as CZR renovates the property to add more nongaming amenities. Beginning in 2018, S&P is factoring in low– single-digit percentage growth in revenue and EBITDA, driven by consumer spending growth, stable regional gaming markets where most of the properties are located, and the benefit from room renovations and improved room rates at Caesars Palace. -- S&P expects CERP to benefit from improving Las Vegas visitation and average daily rates in the market. S&P expects recent and ongoing room renovations to drive further improvement in room rates through 2018 but expect that disruption from planned renovations in 2017 could dampen growth this year because of a disruption in the room inventory in 2017. S&P is forecasting low-single-digit percentage revenue growth and relatively flat EBITDA growth across the portfolio in 2017, and mid-single-digit revenue and EBITDA growth in 2018. Like CERP, S&P expects CGP to benefit from refurbishment at some of its properties, and that increased rates should drive margin improvement. However, S&P expects 2017's performance to be weakened as a result of new competition (MGM National Harbor) to its Horseshoe Baltimore casino. On a consolidated basis, S&P expects CZR's net revenue to be flat to down slightly in 2017 and grow in the low-single-digit percentage area in 2018. S&P expects property EBITDAR to fall in the low– single-digit percentages in 2017 and mid-single-digit growth in 2018. S&P expects annual rent expense to be around $640 million annually through 2018. -- The company's new pro forma organizational and capital structure will allow it to generate good levels of DCF, which could be used for debt repayment (at least $400 million annually). Based on these assumptions, S&P arrives at these credit measures: -- Debt to EBITDA improves to the high-5x area in 2018 from the low-6x area in 2017. S&P's measure of leverage includes the estimated $5 billion finance obligation related to new CEOC's lease of real estate from Propco as debt and nets against debt cash above $700 million, which is the level of cash S&P believes is inaccessible for debt repayment. S&P intends to net cash against CZR's debt as S&P expects sponsors will own less than 40% of the company (the level at which S&P considers a company to be financial–sponsor- controlled) and that a majority of the board of directors will be independent following the merger and restructuring. EBITDA coverage of interest is around 2x through 2018. S&P's measure of interest coverage includes the majority of new CEOC's $640 million annual lease payment in interest expense. -- Funds from operations (FFO) to debt in the high–single-digit percent area through 2018. -- Free operating cash flow (FOCF) to debt and DCF to debt both about 4% on average through 2018, largely because of elevated capital spending related to planned room renovations in Las Vegas over the next two years and S&P's assumption that CZR will not make distributions to shareholders. CZR, including new CEOC, has an adequate liquidity profile enterprisewide, based on the company's expected sources and uses of cash over the next 12-24 months and incorporating S&P's operating performance expectations. S&P expects sources of liquidity to exceed uses by at least 1.2x and believe they would exceed uses even if EBITDA underperforms S&P's forecast by 15%. S&P believes the company has a sound relationship with banks, given the bank debt at various subsidiaries as well as its ability to secure a commitment from several banks for the new CEOC credit facility and S&P's expectation that the new CEOC credit facility will be covenant lite. Although CZR's largest subsidiary, CEOC, is in bankruptcy, S&P expects that pro forma for CEOC's emergence as new CEOC and the merger of CZR and CACQ, CZR will have a satisfactory standing in credit markets. It will have put in place a sustainable capital structure allowing it to generate FOCF, and the restructuring will resolve existing bankruptcy and litigation risks. S&P believes CZR's position as the leading U.S. regional gaming operator, with good brand recognition and a strong customer loyalty program, will support its satisfactory standing in credit markets. Principal liquidity sources: -- Approximately $1.357 billion cash and cash equivalents on the balance sheet as of Dec. 31, 2016, pro forma for the CEOC restructuring and merger of CZR and CAC. Pro forma for the proposed financing transaction, S&P expects new CEOC to have full availability under its proposed $200 million revolver. Availability of $230 million under CERP's $270 million revolving credit facility and full availability under CGPH's $150 million revolving credit facility as of Dec. 31, 2016. -- S&P's expectation for FFO of about $1 billion annually through 2018, pro forma for a full year of the new CEOC lease expense. Principal liquidity uses: -- Estimated enterprisewide capital expenditures (capex) ranging from $540 million to $670 million, incorporating both maintenance and project capital spending, including room renovations. In S&P's cash flow forecast, it has assumed capex at the high end of this range and capital spending to remain elevated at $500 million-$550 million in 2018 as the company completes its Las Vegas room renovation program. After 2018, S&P has assumed capital spending of about 5% of revenue. Amortization payments under new CEOC's proposed term loans of about $12.4 million annually and approximately $50 million in amortization payments across other pieces of consolidated CZR's capital structure, including among other facilities the CERP and CGPH term loans. -- Minimum payments under the financing obligation to Propco of roughly $640 million annually. These payments include a sizeable portion that will be recognized as interest expense and is already subtracted from S&P's FFO forecast. S&P has assumed that $65 million-$70 million is accounted for as amortization and the remainder as interest. Covenants S&P expects new CEOC's credit facility to be covenant lite, with no financial maintenance covenants on the term loan and a maximum net first-lien leverage covenant that will apply to the revolving credit facility only if the utilization on the revolver equals 30% of the revolving credit facility commitment. While the level of the covenant has not yet been set, S&P expects it will be a good cushion relative to management's forecast EBITDA and that the company will maintain adequate cushion. Under S&P's base-case forecast, it do not expect new CEOC to draw on its revolver nor the covenant to be tested over the near term. Related companies including CERP and CGPH also both have maximum leverage covenants under their credit facilities, and S&P expects these entities to maintain at least adequate (greater than 15%) cushion with regard to their financial maintenance covenants. The positive outlook reflects S&P's expectation that CZR can improve consolidated net leverage (including the estimated finance obligation associated with the new CEOC lease) to below 6x, the level at which S&P would consider raising the rating by one notch, by the end of 2018. S&P could raise the rating one notch to 'BB-' if it believes CZR will sustain leverage under 6x, factoring in the company's financial policy and its desire to acquire or develop additional gaming properties. While S&P's base case operating performance assumptions alone support improvement in leverage to below 6x by the end of 2018, S&P believes CZR has other potential opportunities to improve leverage faster than it currently anticipates. This includes through the possible conversion into equity portions of the convertible note that former creditors will receive in the restructuring and the company's intentions to attempt to address higher-cost debt at its subsidiaries to reduce interest expense and increase DCF available for debt repayment or other investments. At a rating a notch higher, S&P would also expect CZR to maintain EBITDA interest coverage of around 2x and DCF to debt above 3%. S&P could revise the outlook to stable if it no longer believes CZR will improve and sustain leverage under 6x. This would most likely result from some level of operating underperformance relative to S&P's assumptions and a more aggressive approach to acquisitions and development opportunities. While less likely given S&P's base-case operating assumptions and forecast credit measures, it would lower the rating one notch if it expects CZR will sustain leverage over 7x. CASCELLA & SON: May Use Cash Collateral Until April 30 ------------------------------------------------------ The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has granted Cascella & Son Construction, Inc., permission to use cash collateral on a preliminary basis, until April 30, 2017, at 5:00 p.m., to the extent necessary to avoid immediate and irreparable harm to Debtor and to grant adequate protection to creditors as may be necessary to Debtor's secured creditors. Any objection to the continued use of cash collateral must be filed by April 20, 2017, at 5:00 p.m. A hearing on the continued use of cash collateral will be held on April 25, 2017, at 10:00 a.m. As adequate protection for the cash collateral use, TD Bank fka Hudson Valley Bank, First Niagra Bank fka New Alliance Bank, the IRS and the Town of Monroe are granted post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against property, subject only to the carve-out. As security for the adequate protection claim the Debtor grants to TD Bank, First Niagra, the IRS and the Town of Monroe an enforceable and perfected replacement lien and security interest in the post-petition assets of the Debtor's estate equivalent in nature, priority and extent to the liens and security interests of TD Bank, First Niagra, the IRS and the Town of Monroe in the prepetition collateral and the proceeds and products, subject to the carve out. A copy of the court order and the Budget is available at: http://bankrupt.com/misc/ctb14-50518-236.pdf About Cascella & Son Construction Cascella & Son Construction, Inc., filed a chapter 11 petition (Bankr. D. Conn. Case No. 14-50518) on April 7, 2014. The petition was signed by Todd Michael Cascella, president. The Debtor is represented by James M. Nugent, Esq., at Harlow, Adams, and Friedman. The case is assigned to Judge Alan H.W. Shiff. The Debtor disclosed $0 in assets and $3.48 million in liabilities at the time of the filing. CASCO INVESTMENTS: Unsecureds to be Paid in Full Plus 4.75% ----------------------------------------------------------- Casco Investments, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated March 13, 2017, for the Debtor's plan of reorganization. Under the Plan, within 30 days of the Effective Date, holders of Allowed Class 4 Unsecured Claims (Unsecured Claims Not Otherwise Classified) will be paid in full, plus post-petition and post-confirmation interest at the rate of 4.75% from the Shareholder Plan Contribution. Class 4 is impaired by the Plan. The primary source of the funds necessary to implement the Plan initially will be exclusively provided by Gianfranco Napolitano as set forth in the Shareholder Funding Agreement. At the present time, the Debtor believes that the Reorganized Debtor will have sufficient funds to pay in full the expected payments required under the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-26517-37.pdf Casco Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26517) on Dec. 13, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of Mark S. Roher, P.A. CASH CAPITAL: Has Final Approval to Obtain Financing, Use Cash -------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas on March 1, 2017, authorized on a final basis Cash Capital Pizza Huts, Inc. and affiliates to obtain postpetition secured financing from INTRUST Bank, N.A., and to use the prepetition cash collateral. The Debtors are authorized to enter into DIP financing agreement in the amount of $400,000 on the terms set forth in the amended term sheet presented at the initial court hearing on Jan. 25, 2017, and to use cash collateral and proceeds of the DIP loan for the purposes set forth in the DIP Financing Agreement and the budget, a copy of which, along with the final court order, is available at http://bankrupt.com/misc/ksb17-10076-146.pdf The Court previously authorized on Feb. 14 the Debtors to obtain post-petition secured financing from INTRUST and to use cash collateral. A copy of the court order and the budget is available for free at http://bankrupt.com/misc/ksb17-10076-114.pdf The Debtors are also authorized to provide adequate protection for any post-petition diminution in value of INTRUST's interest in the pre-petition collateral, including without limitation that caused by the Debtors' use of cash collateral, including without limitation for purposes of the carve-out, a post-petition claim jointly and severally against the Debtors' estates. As security for the post-petition claim, the operating entities are authorized to and are deemed to grant to INTRUST a valid, binding and enforceable lien, mortgage and security interest in all of the operating entities' presently owned or hereafter acquired property and assets, including Chapter 5 causes of action. About Capital Pizza Huts Capital Pizza Huts, Inc. and its affiliates WK Capital Enterprises, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of New Hampshire, Inc., are operators of Pizza Hut restaurants. The central business office location for the operation of the restaurants is at 3445 North Webb Road, Wichita Kansas. Capital Pizza Huts, Inc., operates approximately 88 Pizza Hut franchise restaurants in Maine, New Hampshire, New Jersey, North Carolina, Tennessee, Vermont and Virginia. Capital Pizza Huts, Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Kan. Case Nos. 17-10073 to 17-10076) on Jan. 23, 2017. The petitions were signed by Kenneth Jay Wagnon, president. WK Capital disclosed $1.82 million in total assets and $19.52 million in liabilities. The Debtors tapped Edward J. Nazar, Esq., of Hinkle Law Firm, LLC, as bankruptcy counsel and Dan W. Forker, Jr., Esq., at Forker Suter Robinson & Bell, LLC, as co-counsel. The Debtors hired Bradley Tidemann and JP Weigand & Sons, Inc., as their realtor; and Robert L. Simmons of MarshallMorgan, LLC, as Broker. No trustee has been appointed and the Debtors remain in possession. The 11 U.S.C. Sec. 341 meeting of creditors is initially set for Feb. 17, 2017. CATASYS INC: Appoints Marc Cummins & Richard Berman as Directors ---------------------------------------------------------------- The board of directors of Catasys, Inc. appointed Marc Cummins and Richard J. Berman to serve on the Board of Directors and its Audit Committee, effective March 11, 2017. There are no arrangements or understandings between Messrs. Cummins or Berman and any other person pursuant to which they were appointed as directors of the Company. There are no transactions to which the Company is a party and in which Messrs. Cummins or Berman have a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Cummins previously served on the Board of Directors until his resignation on Dec. 15, 2010, and Mr. Berman has not previously held any position at the Company. Neither individual has family relations with any directors or executive officers of the Company, according to a Form 8-K report filed with the Securities and Exchange Commission. About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Catasys had $3.10 million in total assets, $28.43 million in total liabilities and a total stockholders' deficit of $25.32 million. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CKP INVESTMENT: Has Final Authority to Use Cash Collateral ---------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized CKP Investment, LLC to use the cash collateral of the Bank of Hope and the U.S. Small Business Administration on a final basis. The Debtor was authorized to collect, receive and use all cash funds in the amounts and for the expenses set forth on the monthly budget. The approved budget provides total expenses amounting to $10,759. Consequently, the Debtor was directed to account each month to Bank of Hope and the U.S. SBA for all funds received. The Bank of Hope and the U.S. SBA were granted valid, binding, enforceable, and perfected liens co-extensive with their respective pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor co-extensive with their pre-petition liens. In addition, the Bank of Hope and the U.S. SBA were granted replacement liens and security interests, co-extensive with their pre-petition liens. The Debtor was also directed to maintain insurance on the collateral of Bank of Hope and the U.S. SBA and pay taxes when due. A full-text copy of the Final Order, dated March 14, 2017, is available at https://is.gd/AbH1xL About CKP Investment, LLC CKP Investment, LLC, based in Millers Cove, Tex., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-50002) on January 5, 2017. The petition was signed by Chan K. Park, president/managing member. The Hon. Brenda T. Rhoades presides over the case. In its petition, the Debtor declared $1.54 million in total assets and $1.96 million in total liabilities. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorner, PLLC. No request has been made for the appointment of a trustee or examiner and no official committee has yet been appointed. CLINICA SANTA ROSA: Bank Seeks to Bar Access to Cash Collateral --------------------------------------------------------------- Oriental Bank asks the U.S. Bankruptcy Court for the District of Puerto Rico to prohibit Clinica Santa Rosa, Inc., from using collateral. Prior to the Petition Date, the Debtor and the Bank entered into a number of credit relationships pursuant to which the Debtor provided as collateral to bank assets including, among others, the Debtor's accounts receivables. The Debtor has valued the accounts receivables collateral as of the date of the petition at $259,211. The Bank has used this value of prepetition accounts receivables as an estimate of the value of part of its collateral for its proof of claim subject to an amendment based on more accurate information. The total amount of the claim is $3,223,690. The bank tried to perform an audit of the prepetition accounts receivables; but the necessary information was not readily available. The Debtor provided a detailed report of accounts dated Nov. 30, 2016 for a total amount of $922,350 but this sum included post petition accounts. The Debtor also provided a trial balance as of Oct. 31, 2016 with accounts receivables totaling $3,886,045 under the Sabiamed system, and $3,369,309 under the Structured system. These amounts are significantly different from the amount reported by the Debtor. The Bank has not consented to the use of cash collateral nor has the Debtor obtained authorization to use it. The Debtor should have segregated any amounts received for payment of prepetition accounts, and the Debtor is obliged to provide for a full accounting of the payments. The Bank asks the Court that Debtor be prohibited from using cash collateral without the consent of the Bank, and that any and all funds received by the Debtor for prepetition accounts be segregated in a separate account, and the Debtor should provide a full accounting for the payments received for payment of prepetition accounts. Counsel for Oriental Bank: William Santiago-Sastre, Esq. DE DIEGO LAW OFFICES, PSC PO Box 79552, Carolina, PR.00984-9552 Telephone: (787) 622-3942 Facsimile: (787) 622-3941 E-mail: wssbankruptcy@gmail.com About Clinica Santa Rosa Clinica Santa Rosa, Inc., engaged in a healthcare business, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-09033) on Nov. 14, 2016. The petition was signed by Fernando Alarcon Ocasio, president. At the time of the filing, the Debtor estimated assets at $1 million to $10 million and liabilities $10 million to $50 million. The Debtor is represented by Antonio I. Hernandez Santiago, Esq. The U.S. Trustee for the District of Puerto Rico appointed Edna Diaz De Jesus and the Patient Care Ombudsman for Clinica Santa Rosa. CREDITCORP: S&P Lowers ICR to 'B-' on Financial Weakness -------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit rating on Creditcorp to 'B-' from 'B'. The outlook is negative. "At the same time, we lowered the issue ratings on Creditcorp's 12% senior notes due July 2018 to 'B-' from 'B'." said S&P Global Ratings credit analyst Gaurav Parikh. S&P's recovery rating on these notes remains '4', reflecting its expectation for average recovery (45%-50%) in a simulated default scenario. The downgrade reflects ongoing financial weakness reflected by the company's steep decline in loan originations and EBITDA coupled with ongoing regulatory uncertainty surrounding lending products that constitute a majority of the firm's receivables and revenue. Although S&P recognizes that the company is transitioning toward products that have less regulatory risk, S&P believes these lower yielding loans may not be entirely compatible with the company's existing capital structure. S&P expects leverage to remain above 5.0x and EBITDA coverage to remain below 2.0x for the next 12 months. Based on S&P's leverage calculation, which is adjusted for operating leases, leverage was 5.0x for 12 months ending September 2016. S&P's negative outlook reflects Creditcorp's deteriorating financial performance, debt refinancing risk, CFPB regulatory overhang, high loan losses, and increased compliance costs. S&P expects leverage to remain above 5.0x over the next 12 months and EBITDA coverage below 2.0x. S&P could lower its rating over the next 12 months if it expects interest coverage to drop below 1.0x or if the company consummated a distressed debt exchange, which S&P could view as tantamount to a default under its criteria. An upgrade is unlikely over the next 12 months. However, S&P could revise the outlook to stable if the pending CFPB regulations are less stringent than expected and the company is able to refinance its 2018 notes. Over time, S&P could raise the rating if the company is able to sustain leverage below 5.0x with a product offering aligned with new CFPB rules. CRYSTAL LAKE GOLF: Has Until June 9 to Use Cash Collateral ---------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized Crystal Lake Golf Club, LLC's use of cash collateral of Pentucket and the United States through June 9, 2017 at 2:00 p.m. The Debtor be, and is, authorized to collect and use cash collateral in which Pentucket and the United States claim security interests for the purposes and on the terms and amounts proposed in the Budget for the periods set forth in the Budget to the extent required to pay actual and reasonable expenses incurred post-petition in the ordinary course of business, in accordance with the Debtor's Budget. The approved Budget projects total expenses in the amount of $13,300 for the month of March, $56,470 for the month of April, $84,870 for the month of June and $105,135 for the month of June. In no event will the Debtor use any of the Secured Creditors' cash Collateral to pay any items not contained in the Budget, except as approved by the Court after written notice to the Secured Creditors and to the United States Trustee. Absent their written consent, the Secured Creditors and the United States Trustee will be given an opportunity to object to the proposed use with at least seven days' notice. As adequate protection to Pentucket and the United States for the Debtor's use of Collateral in which they claim an interest: a. the Secured Creditors are granted a security interest on the PrePetition Collateral. The lien granted to the Secured Creditors will be perfected as of the Petition Date, will maintain the same priority, validity, and enforceability as liens held by the Secured Creditors on the Petition Date, and may not be primed by any other lien or encumbrance, whether by order of the Court or the passage of time; b. the Debtor will continue to pay to Pentucket $10,818 monthly on or before the 1st day of each month; c. the Debtor will continue to pay to the United States $2,700 monthly on or before the 1st day of each month; and d. the Debtor will maintain adequate insurance coverage, will notify the United States Trustee and Pentucket's counsel at least five business days prior to any decrease, expiration, cancellation, or termination of coverage and shall timely pay its insurance premiums as the same become due. Permission to use cash collateral will expire on June 9, 2017. The Debtor will a proposed budget and form of order for further use of cash collateral and adequate protection with the Court on May 31, 2017, at 4:30 p.m. The Court will hold a further hearing on the use of Cash Collateral and adequate protection on June 8, 2017, at 2:00 p.m. Any objections to the Proposed Further Order on the use of Cash Collateral and adequate protection will be filed no later than 4:30 p.m. on June 6, 2017. If no objection is filed, then the Court may enter a further order without a hearing. A copy of the Order dated March 6, 2017 is available for free at: http://bankrupt.com/misc/mab16-41324_116_Cash_Crystal_Lake_Golf_Club_LLC.pdf About Crystal Lake Golf Club LLC Crystal Lake Golf Club, LLC, filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-41324) on July 27, 2016. The petition was signed by Michael J. Maroney, managing member. The case is assigned to Judge Christopher J. Panos. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Richard A. Mestone, Esq., at Mestone & Associates LLC. The Debtor employed Jeffrey M. Dennis, CPA, as accountant. CRYSTAL LAKE GOLF: May Use Cash Collateral Through June 9 --------------------------------------------------------- Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts extended Crystal Lake Golf Club, LLC's use of cash collateral through June 9, 2017. A copy of the court order and the cash collateral is available at: http://bankrupt.com/misc/mab16-41324-116.pdf A hearing was held on the Motions on Feb. 24, 2017, at which time the terms of further cash collateral usage were presented to the Court and certain conditions for continued use of the collateral and the continuation of this case with the Debtor remaining as a debtor-in-possession as opposed to being converted to Chapter 7 or dismissed were put on the record. The hearing on the conversion motion is continued to June 8, 2017, at 2:00 p.m. The Debtor will file a proposed budget and form of order for further use of cash collateral and adequate protection with the Court on or before May 31, 2017, at 4:30 p.m. The Court will hold a further hearing on the use of cash collateral and adequate protection on June 8, 2017, at 2:00 p.m. Any objections to the proposed further court order on the use of cash collateral and adequate protection will be filed no later than 4:30 p.m. on June 6, 2017. As adequate protection to Pentucket Bank and the United States for the Debtor's use of collateral in which they claim an interest: (a) the secured creditors are hereby granted a security interest on the prepetition collateral. The lien granted to the secured creditors will be perfected as of the Petition Date, will maintain the same priority, validity, and enforceability as liens held by the secured creditors on the Petition Date, and may not be primed by any other lien or encumbrance, whether by order of the Court or the passage of time; (b) the Debtor will continue to pay to Pentucket Bank $10,818 monthly on or before the 1st day of each month; (c) the Debtor will continue to pay to the United States $2,700 monthly on or before the 1st day of each month; and (e) the Debtor will maintain adequate insurance coverage, will notify the U.S. Trustee and Pentucket Bank's counsel at least five business days prior to any decrease, expiration, cancellation, or termination of coverage and shall timely pay its insurance premiums as the same become due. The secured creditors will have the right to inspect the non-cash collateral during normal business hours. The Debtor is permitted to and will pay over to the City of Haverhill's Tax Collector, not later than May 31, 2017, all amounts accrued and unpaid post-petition, together with penalties and interest, if any, including, on account of post-petition real and personal property taxes. The Debtor is permitted to and shall pay over to the United States Treasury, not later than May 31, 2017, all amounts accrued and unpaid post-petition, together with penalties and interest, if any, including, on account of post-petition taxes. The Debtor is permitted to and will pay over to the Commonwealth of Massachusetts, not later than May 31, 2017, all amounts accrued and unpaid post-petition, together with penalties and interest, if any, including, on account of post-petition taxes. The Debtor will adequately withhold funds necessary to meet its state and federal payroll tax, unemployment, and sales tax obligations as they accrue, file required returns on a timely basis, and pay over to the U.S. Treasury and the Commonwealth of Massachusetts, on account of post-petition taxes all amounts due as they come due. The Debtor is permitted to and will pay over to the U.S. Trustee at its earliest opportunity, and in any event not later than March 17, 2017, any U.S. Trustee fee arrearage and will pay any and all such fees not yet due as and when they become due. On Feb. 28, 2017, the Debtor requested an extension of time from March 1, 2017, to March 3, 2017, to file a proposed order incorporating all provisions stated on the record at the hearing held on Feb.24, 2017, concerning the U.S. Trustee's motion to convert, Pentucket Bank's motions for relief, and the Debtor's request for further use of cash collateral. Pentucket Bank is represented by: Christopher M. Dube, Esq. MCLANE MIDDLETON, PROFESSIONAL ASSOCIATION 900 Elm Street, PO Box 326 Manchester, NH 03101 Tel: (603) 628-1437 Fax: (603) 625-5650 E-mail: christopher.dube@mclane.com About Crystal Lake Golf Club LLC Crystal Lake Golf Club, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-41324) on July 27, 2016. The petition was signed by Michael J. Maroney, managing member. The case is assigned to Judge Christopher J. Panos. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Richard A. Mestone, Esq., at Mestone & Associates LLC. The Debtor employed Jeffrey M. Dennis, CPA, as accountant. CVC INC: To Employ Scott B. Riddle as Attorney ---------------------------------------------- CVC, Inc. seeks approval from the US Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to employ the Law Office of Scott B. Riddle, LLC and Scott B. Riddle, Esq. as its attorneys. The professional services that said attorneys will be required to render are: (a) To advise Debtor with respect to its rights, powers, duties, and obligations as a Debtor-In-Possession in the administration of this case, the operation of its business, and the management of its property; (b) To prepare pleadings, applications, and conduct examinations incidental to administration; (c) To advise and represent Debtor in connection with all applications, motions, or complaints for reclamation, adequate protection, sequestration, relief from stays, appointment of a trustee or examiner, and all other similar matters; (d) To develop the relationship of the status of Debtor-in- Possession to the claims of creditors in these proceedings; (e) To advise and assist the Debtor-in-Possession in the formulation and presentation of a Plan of Reorganization pursuant to chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; and (f) To perform any and all other legal services incident and necessary herein. The Debtor has agreed to compensate Riddle at his standard hourly billing rate of $350.00 per hour for legal services rendered or to be rendered on its behalf in contemplation of, and in connection with, said proceedings. Scott B. Riddle, managing member of the Law Office of Scott B. Riddle, LLC, attests that he does not, and has not, represented any interest adverse to the Debtor, nor has he had any connections with the Debtor, its creditors, any party in interest or their respective attorneys or accountants except as set out in the Application. The Firm can be reached through: Scott B. Riddle, Esq. Law Office of Scott B. Riddle, LLC 3340 Peachtree Rd #1530 Atlanta, GA 30326 Phone: +1 404-815-0164 About CVC Inc CVC Inc filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-53692) on March 1, 2017. The Debtor is represented by Scott B. Riddle, Esq. of Law Office of Scott B. Riddle, LLC. CYPRESS WAY: Seeks Approval to Use Creif Cash Collateral -------------------------------------------------------- Cypress Way LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral. The Debtor owns a multi-family apartment complex located at 3025 Sunrise Highway, Islip Terrace, New York. The Debtor purchased the Property in March of 2016 using the proceeds from a $6,450,000 note and mortgage made by Creif 102 LLC. The Debtor contends that its Loan Agreement with Creif 102 LLC is evidenced and secured by, among other documents: (a) An Amended and Restated Noted in the original principal amount of $6,450,000; (b) A Consolidated Mortgage; and (c) A Pledge and Security Agreement executed by BCH Capital LLC and the Lender as additional security to the mortgage. The Debtor asserts that based on its schedules and estimates as well as on the Property's cash flow, the Creif 102 LLC is oversecured. Nevertheless, the Debtor proposes to these forms of adequately protection to Creif 102 LLC with respect to the cash collateral utilized during its chapter 11 cases: (a) the Debtor will maintain the value of the Property through payment of the normal monthly expenditures, including property taxes, in accordance with the Budget, (b) the Debtor will maintain the cash it collects over and above the expenditures in its debtor in possession account pending further order of the Court, and (c) to the extent that Creif 102 LLC does not have a postpetition security interest in the Debtor's postpetition assets, the Debtor will grant Creif 102 LLC a security interest in such assets to the extent of any diminution of cash collateral, subject and subordinate to, among other things, the fees of the U.S. Trustee and the professional fees of the Debtor's professionals. The Debtor estimates gross revenues under its three month budget for the Property will be approximately $157,000, or approximately $50,000 per month. The Debtor's monthly Budget is relatively static and the Debtor anticipates the monthly expenses provided for in the Budget will recur each month within a normal variance. The Budget reflects total operating of approximately $32,529 for the month of March, $52,125 for the month of April, and $27,750 for the month of May. Currently, the Debtor has insufficient cash to meet its ongoing obligations necessary to maintain and operate the Property. Specifically, the Debtor requires the use of cash collateral in order to pay for ordinary expenses such as utilities, taxes, insurance, and maintenance for the Property. The Debtor contends that without access to the cash collateral and their anticipated rental revenue income, the Debtor's ability to reorganize their financial affairs, as well as its creditors will be adversely affected. A full-text copy of the Debtor's Motion, dated March 16, 2017, is available at https://is.gd/hXUAEI About Cypress Way LLC Cypress Way LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22383) on March 15, 2017. The petition was signed by David Goldwasser, manager. The case is assigned to Judge Robert D. Drain. The Debtor is represented by Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C. At the time of filing, the Debtor had assets and liabilities estimated to be between $1 million to $10 million each. The Debtor's affiliate, BCH Capital LLC, also filed a voluntary petition (Bankr. S.D.N.Y. Case No. 17-22384) for relief under Chapter 11 of the Bankruptcy Code. An application for joint administration of these two chapter 11 cases is currently pending. No trustee, examiner or creditors committee has been appointed in these cases. DORCH COMMUNITY: April 18 Plan Confirmation Hearing --------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina has conditionally approved the disclosure statement filed by Dorch Community Care Center LLC on Jan. 5, 2017, referring to the Debtor's Chapter 11 plan filed on Jan. 5, 2017. A hearing on the final approval of the Disclosure Statement and confirmation of the Plan is set for April 18, 2017, at 9:30 a.m. Objections to the Disclosure Statement and plan confirmation must be filed by April 11, 2017. April 11, 2017, is also the last day for filing written acceptances or rejections of the Plan. Ballots accepting or rejecting the Plan will be counted only if received by the Court on or before April 11, 2017. By April 11, 2017, the Plan, the Disclosure Statement and a ballot, generally conforming to Official Form 314, will be mailed to creditors, equity security holders, and other parties in interest, and shall be transmitted to the U.S. Trustee. About Dorch Community Care Center Dorch Community Care Center LLC provides housing and assisted care in the Clarendon County area. The Center operates at maximum capacity and houses 13 residents. The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-04486) on Sept. 2, 2016, and is represented by J. Carolyn Stringer, Esq., at Stringer Law. Sheila Brooks, MSW, the Regional Long Term Care Ombudsman for Dorch Community Care Center LLC, is patient care ombudsman for the Debtor. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dorch Community Care Center LLC. EARLY LIGHT: S&P Lowers Rating on 2014 School Bonds to 'BB' ----------------------------------------------------------- S&P Global Ratings lowered its rating on the Utah Charter School Finance Authority's series 2014 charter school revenue bonds, issued for Early Light Academy Inc. (ELA), to 'BB' from 'BB+'. The outlook is stable. "We lowered the rating based on the U.S. Not-for-Profit Charter Schools methodology, which was published on Jan. 8, 2017, on RatingsDirect," said S&P Global Ratings credit analyst James Gallardo. "We assessed Early Light Academy's financial profile as vulnerable, with an extremely high debt load of approximately $19 million, translating to a very weak maximum annual debt service (MADS) debt burden equal to 25.1% of fiscal 2016 operating expense. In our opinion, this represents significant leverage, which will remain elevated as the school has limited capacity for growth over the next few years. We assessed Early Light Academy's enterprise profile as adequate, characterized by satisfactory demand with steady enrollment, a modest wait list, good academics, and a stable management team. Combined, we believe these credit factors lead to an indicative stand-alone credit profile of 'bb' and a final long-term rating of 'BB'," S&P said. The stable outlook reflects S&P's expectation that, during the next two years, ELA will maintain positive operating performance and sustain MADS coverage and liquidity at levels consistent with fiscal 2016 financial performance. S&P also anticipates the school's demand profile will continue to reflect excellent academics and current enrollment levels. Early Light Academy is located in Salt Lake County, approximately 20 miles south of Salt Lake City. It was incorporated in May 2008 and serves students in kindergarten through ninth grade. EAST COAST FOODS: Court OK Hope & IRS Pacts for Cash Collateral Use ------------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California approved the Stipulations for the use of cash collateral entered into by the Chapter 11 Trustee for East Coast Foods, Inc., and the Bank of Hope, as successor-in-interest to Wilshire Bank, and the Internal Revenue Service, respectively. Bank of Hope and the Trustee had voluntarily withdrawn the Relief from Automatic Stay pursuant to the Bank of Hope Stipulation. However, the Trustee, the Committee and Bank of Hope reserved all equitable and legal rights with regard to the propriety of the application of proposed adequate protection payments to interest owed on the Debtor's principal obligation to Bank of Hope. The IRS will receive a postpetition replacement lien for its asserted secured claim of $74,307 against the Debtor's assets in the same extent, validity, and priority as any lien held by the IRS as of the petition date and to the extent that the use of cash collateral results in a diminution of the value of such lien. A full-text copy of the Order, dated March 16, 2017, is available at https://is.gd/D5Q8mu About East Coast Foods East Coast Foods Inc., a California corporation, is the owner and operator of four Roscoe' Chicken N' Waffles restaurants in Los Angeles area. East Coast Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25, 2016. The petition was signed by Herbert Hudson, president. The case is assigned to Judge Sheri Bluebond. The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, APC. The Debtor estimated assets of less than $50,000 and debts of $10 million to $50 million. The Office of the U.S. Trustee on April 29 appointed five creditors of East Coast Foods, Inc., to serve on the official committee of unsecured creditors. Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's estate on Sept. 28, 2016. ECI HOLDCO: S&P Revises Outlook to Negative & Affirms 'B' CCR ------------------------------------------------------------- S&P Global Ratings said that it has revised its outlook on St. Louis-based ECI Holdco Inc. to negative from stable and affirmed its 'B' corporate credit rating on the company. At the same time, S&P affirmed its 'B' issue-level rating on ECI subsidiary Electrical Components International Inc.'s senior secured credit facilities. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "The outlook revision reflects the potential that we may downgrade ECI if its operating performance does not improve such that it sustains leverage of more than 6.5x and a funds from operations (FFO)-to-debt ratio of well below 12%, or if the company pursues additional debt-financed acquisitions that prevent it from deleveraging," said S&P Global credit analyst Christopher Corey. In February 2017, the company completed a $135 million add-on to its term loan to fund the acquisition of Fargo Assembly Co. This -- along with the proposed $60 million debt-financed dividend distribution -- reflects the very aggressive financial policies of its private-equity owner, KPS Capital Partners, which will further stretch its credit metrics. The negative outlook on ECI reflects that S&P could downgrade the company over the next 12 months if its operating performance doesn't trend upward in 2017 and its credit metrics fail to improve to S&P's expected levels for the current rating. S&P could consider downgrading ECI if challenges in integrating Fargo, deteriorating conditions in its end markets, or customer contract cancelations render it unable to improve its forecasted S&P Global adjusted EBITDA margin by 60 basis points (bps)-80 bps, which could also lead its adjusted debt-to-EBITDA to remain above 6.5x. Additionally, S&P could lower its ratings on ECI if the company continues to pursue sizable debt-funded acquisitions or engages in another debt-funded dividend recapitalization such that its adjusted debt-to-EBITDA metric remains above 6.5x. Furthermore, if the company sustains negative free cash flow, it would indicate to S&P that it is facing liquidity concerns, which could also lead to a downgrade. S&P could revise its outlook on ECI to stable if the company increases its sales and profit, reduces its debt leverage to 6x, and maintains financial policies that would allow it to sustain its debt leverage at that level. In addition, S&P would need to believe that the company would consistently generate positive free operating cash flow before S&P would revise its outlook to stable. ENPRO INDUSTRIES: S&P Gives 'BB-' Rating on $150MM Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '4' recovery rating to Charlotte, N.C.-based EnPro Industries Inc.'s proposed $150 million senior unsecured notes due 2022. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery in a payment default scenario. S&P expects EnPro to use the proceeds from the proposed notes to repay its outstanding revolver borrowings, which should provide the company with increased availability to fund its future capital requirements, including potential contributions toward the settlement of previously-disclosed asbestos claims and other general corporate purposes. S&P's recovery analysis does not include the impact of EnPro subsidiary Garlock Sealing Technologies' (GST) expected reconsolidation into the company. All of S&P's other ratings on EnPro remain unchanged. S&P expects the company's leverage to improve to the 3x-4x range (from about 5x as of the end of 2016) after GST is reconsolidated later this year. In 2010, GST filed for Chapter 11 bankruptcy protection due to the costs of defending and resolving its asbestos claims. In March 2016, the company reached a settlement agreement with committees for current and future asbestos claimants. The proposed settlement plan is subject to necessary approvals and consents, and the company expects the plan to become effective in the second half of 2017. While the plan will lead to the reconsolidation of GST into EnPro, S&P do not expect that the transaction will affect its fair assessment of the company's business risk profile, given GST's relatively modest scale, the limited scope of its operations, and its exposure to similar industrial markets as EnPro. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a default amid a sustained economic downturn. An unexpected and severe downturn would hamper demand for the company's sealing and engineered products and lead to a significant deterioration in its operating performance and cash flow generation, eventually resulting in a payment default in 2021. -- S&P's recovery analysis assumes that, in a simulated default scenario, after satisfying any unpaid priority administrative expenses and other senior claims, the recovery prospects on the company's senior unsecured notes would be in the 30%-50% range. Simulated default assumptions -- Year of default: 2021 -- EBITDA at emergence: $91.7 million -- EBITDA multiple: 5.5x -- The revolver is 85% drawn at default. -- S&P incorporates the company's asbestos liability into S&P's analysis, which it treats as an unsecured claim that is pari passu with the company's unsecured debt. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $479.2 million -- Valuation split (obligors/nonobligors): 60%/40% -- Value available to first-lien debt claims: $412.1 million -- Senior first-lien debt claims: $291.1 million -- Recovery expectation: Not applicable -- Total value available to unsecured claims: $188.1 million -- Senior unsecured debt and pari passu unsecured claims: $573.2 million -- Recovery expectations: 30%-50% (rounded estimate: 30%) -- Structurally subordinated debt claims: $378 million -- Recovery expectations: Not applicable RATINGS LIST EnPro Industries Inc. Corporate Credit Rating BB-/Stable/-- New Rating EnPro Industries Inc. $150M Snr Unsecd Nts Due 2022 BB- Recovery Rating 4(30%) ESPLANADE HL: Can Continue Using FMB Cash Collateral Until April 12 ------------------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Esplanade HL, LLC and its affiliated debtors to use the cash collateral of First Midwest Bank for the period from March 13,2017 through April 12, 2017. Judge Doyle ordered that no Debtor may use the cash collateral of another Debtor. The approved Budget covers the period from March 13,2017 through April 12, 2017, and projects total expenses of $26,692 for Belvidere, $35,186 for Esplanade HL, $53,775 for Esplanade Drive, and $168,500 for 9501 W. 144th Place. Big Rock Ranch, LLC agreed to make monthly payments of $1,828 to First Midwest. Judge Doyle granted First Midwest valid, binding and properly perfected postpetition security interests and replacement liens on the prepetition collateral, in addition to all existing security interests and liens and held by First Midwest in and to the prepetition collateral, but only to secure the amount equal to the collateral diminution and subject to the payment of the U.S. Trustee's fees and payment of all expenses in the Debtors' proposed Budget. Judge Doyle directed the tenants of each of the Debtors' respective properties to pay rents, as follows: (a) Belvidere tenants will pay rents to the Belvidere; (b) Esplanade HL will pay rents to the Esplanade HL; (c) Esplanade Drive tenants will pay rents to Esplanade; and (d) 9501 W. 144th Place tenants will pay rents to 9501 W. 144th Place. The final hearing to consider the Debtor's use of cash collateral has been set for April 19, 2017 at 10:30 a.m. A full-text copy of the Sixth Interim Order, entered on March 16, 2017, is available at https://is.gd/AjmQDt About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on October 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. At the time of the Chapter 11 filing, Esplanade HL's case was assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case was assigned to Judge Donald R Cassling. 9501 W. 144th Place's case was assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case was assigned to Judge Janet S. Baer. Big Rock Ranch's case was assigned to Judge Deborah L. Thorne. Eventually, the cases were jointly administered with Esplanade HL as the lead case, and assigned to Judge Doyle. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. All the other Debtors estimated assets and liabilities at $1 million to $10 million. No request has been made for the appointment of a trustee or examiner, and no statutory committee of unsecured creditors has been appointed in the Debtors' chapter 11 cases. ESTERLINE TECHNOLOGY: Moody's Cuts Corporate Family Rating to Ba2 ----------------------------------------------------------------- Moody's Investors Service has downgraded ratings of Esterline Technology Corp., including the Corporate Family Rating to Ba2 from Ba1, and the senior unsecured to Ba3 from Ba2. The Speculative Grade Liquidity Rating has been affirmed at SGL-2. In a related action, Moody's assigned a CFR of Ba2, Probability of Default of Ba2-PD and stable outlook at the company's TA Mfg Limited (UK) subsidiary, the rated debt issuer, and will subsequently withdraw the CFR, Probability of Default and outlook at Esterline level. The rating outlook is stable. This concludes the review for downgrade that commenced on January 11th. RATINGS RATIONALE The CFR of Ba2 reflects Esterline's comparative position among suppliers within the aerospace/defense sector on key characteristics of relative scale and the tier within the supply chain for most of its products, as well as its comparatively weaker asset return metrics yet solid financial leverage. Esterline is a mid-tier supplier and has a still developing position within the aerospace and defense sector, with healthy R&D spending and presence on numerous aircraft platforms. The company's progression away from a holding company business model and toward an operating model required facilities consolidation, information system and process enhancements. Furthermore, the US Department of State alleged civil violations related to Esterline's compliance with export trade control regulations and progress toward a resolution complicated the operational restructuring work. Nonetheless, profit margin, return, and cash flow leverage metrics have weakened steadily. The EBITDA margin was 15.7% as of the last twelve months ended December 31, 2016, down nearly 300 basis points from 18.6% at fiscal year-end 2012. Free cash flow to debt was 10.6% as of December 31, 2016, down from 16.0% at year-end 2012. Debt to EBITDA was 3.1x as of December 31, 2016 and is expected to be in the high-2x range by year-end 2017, a strong level and in line with most other suppliers also at the same rating level. Margin compression in recent years followed inefficiency from operational disruptions and non-recurring costs, factors that should subside. EBITDA margin could expand by 100 bps to the mid 16% range this year, with the opportunity for higher margin should the ongoing lean program achieve its aim. Credit metrics should improve somewhat over the next few years, and the company has flexibility for investment activity that could help raise returns over time. Other supportive considerations include solid interest coverage, and the lack of scheduled dividend which helps support the free cash flow potential. The rating outlook is stable. Free cash flow in excess of $125 million in the 2017 fiscal year, up from $100 million last fiscal year, seems achievable and should help Esterline meet its $100 million debt reduction plan. The higher free cash flow generation rate will lessen the extent of future investment-related borrowings. In Moody's view, acquisition spending, at times above the free cash flow generation rate but likely below a level that would incur substantial external financing, will remain central to Esterline's long-term plans. Upward rating movement would depend on greater scale and importance as a supplier to original aerospace equipment manufacturers. Expectation of R&D spending sustained at 5% of sales or higher with return on assets exceeding the mid-single digit percent range (which assumes steady or rising goodwill). A good liquidity profile and solid credit metrics, such as low-2x debt to EBITDA, would also likely accompany upward rating movement. Downward rating pressure would mount with materially reduced liquidity, or debt to EBITDA above mid-3x, or free cash flow to debt declining below 10% rather than improving as expected. The following summarizes today's rating action: Downgrades: Issuer: Esterline Technologies Corp. -- Probability of Default Rating, Downgraded to Ba2-PD from Ba1- PD -- Corporate Family Rating, Downgraded to Ba2 from Ba1 Issuer: TA Mfg Limited (UK) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3(LGD5) from Ba2(LGD5) Assignments: Issuer: TA Mfg Limited (UK) -- Probability of Default Rating, Assigned Ba2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned Ba2 Outlook Actions: Issuer: Esterline Technologies Corp. -- Outlook, Changed To Stable From Rating Under Review Issuer: TA Mfg Limited (UK) -- Outlook, Changed To Stable From No Outlook Affirmations: Issuer: Esterline Technologies Corp. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Concurrently, a corporate family rating of Ba2 with a stable rating outlook has been assigned to TA Mfg. The ratings of Esterline Technology Corp., which has no rated debt, will be subsequently withdrawn pursuant to Moody's standard practice of maintaining family level ratings at the highest entity within the corporate structure that has rated debt. Esterline Technologies Corporation, headquartered in Bellevue, Washington, is a specialized manufacturing company principally serving aerospace and defense customers. Revenues for the fiscal year ended September 30, 2016 were about $2 billion. Esterline is the ultimate parent of TA Mfg and guarantees TA Mfg's notes. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. EXTENDED STAY: S&P Affirms 'BB-' CCR; Outlook Remains Stable ------------------------------------------------------------ S&P Global Ratings said it affirmed all ratings, including its 'BB-' corporate credit rating, on Charlotte, N.C.-based Extended Stay America Inc. The outlook remains stable. Extended Stay announced that financial sponsor owners Centerbridge Partners L.P., Paulson & Co. Inc., and The Blackstone Group L.P. closed a secondary offering for 25 million paired shares, bringing the sponsors' total aggregate equity ownership to 30.6%, below S&P's 40% threshold for assumed sponsor control. "Our revision of Extended Stay's financial policy assessment score to neutral from FS-5 is based on its financial sponsor owners Centerbridge Partners L.P., Paulson & Co. Inc., and The Blackstone Group L.P. having sold down their equity stakes through a series of secondary offerings, the latest of which has reduced their ownership to a combined 30.6%, below our 40% threshold for assumed sponsor control," said S&P Global Ratings credit analyst Daniel Pianki. The revision has no current effect on the corporate credit rating and debt-level ratings. However, the revision removes a constraint on future ratings upside, since S&P believes financial sponsors frequently extract cash or otherwise increase leverage over time. Despite S&P's base-case forecast for leverage in the high-3x area in 2018 and the favorable revision of the financial policy score, S&P is not currently signaling rating upside in the outlook because it would like to see a larger cushion compared to S&P's 4x debt to EBITDA upgrade threshold, and because funds from operations (FFO) to debt remains below our upgrade threshold of 20%. S&P believes the company's 3.5x net leverage policy indicates its desire to reduce leverage further, which could support ratings upside after 2017. The stable outlook reflects S&P's expectation for sustained improvement in operating performance that enables the company to maintain a good cushion compared to our adjusted debt to EBITDA below 5x and FFO to adjusted debt above 12% thresholds over the next two years. In addition, S&P expects EBITDA coverage of interest expense to remain good, above 5x, over the same period. FANNIE MAE & FREDDIE MAC: Director Raphael W. Bostic Will Resign ---------------------------------------------------------------- Freddie Mac announced that Raphael W. Bostic will resign from Freddie Mac's board of directors, effective May 31, 2017, to assume the role of president and chief executive officer of the Federal Reserve Bank of Atlanta. Bostic notified the Company of his upcoming resignation on March 15, 2017. He joined Freddie Mac's board of directors in January 2015. A leading real estate economist with extensive public policy, academic and research expertise, Bostic served on the board's Risk Committee and Compensation Committee. "Raphael has been an insightful and valuable member of Freddie Mac's board of directors," said Freddie Mac Chairman Christopher S. Lynch. "His expertise, experience in public policy matters and passionate interest in access to credit, affordability and other housing issues have been vital to us. Although his tenure on the Freddie Mac board has been brief, our directors recognize his significant contributions, and I am confident he will be an exemplary leader of the Federal Reserve Bank of Atlanta." "My time on Freddie Mac's board of directors has been very gratifying," Bostic said. "It has been a privilege to have contributed to Freddie Mac's progress in becoming a stronger company and in helping to build a better housing finance system. I want to thank my fellow board members and the management team and wish the company success going forward." Bostic served as the Assistant Secretary for Policy Development and Research at the U.S. Department of Housing and Urban Development (HUD) from 2009 to 2012. In that Senate-confirmed position, he was a principal advisor to the Secretary of HUD on policy and research. Since 2015, Bostic has served as the Chair of the Department of Governance, Management, and the Policy Process at the Sol Price School of Public Policy at the University of Southern California. From 2012 to 2015, Bostic was the Bedrosian Chair in Governance and Public Enterprise at the Sol Price School of Public Policy at USC. From 2001 to 2009, he served in various positions at USC, including as a professor at the School of Policy, Planning, and Development. He is currently a trustee of Enterprise Community Partners and a member of the Board of the Lincoln Institute of Land Policy, and he was an Advisory Board member of the National Community Stabilization Trust between 2012 and 2015. Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since its creation by Congress in 1970, the Company has made housing more accessible and affordable for homebuyers and renters in communities nationwide. Freddie Mac is building a better housing finance system for homebuyers, renters, lenders and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac and Freddie Mac’s blog FreddieMac.com/blog. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for future support and capital investments of up to $100 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FEDERAL-MOGUL HOLDINGS: Moody's Rates New Sr. Secured Notes B1 -------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to Federal-Mogul Holdings, LLC's new senior secured notes. The new notes are expected to be used to refinance the company's existing senior secured tranche B term loan, paydown a portion of the senior secured asset based revolving credit facility, and pay related fees and expenses. In a related action Moody's affirmed Federal-Mogul's Corporate Family Rating and Probability of Default Rating at B2 and B2-PD, respectively, and affirmed the B1 rating of the existing senior secured tranche C term loan The rating outlook is stable. The Speculative Grade Liquidity Rating is SGL-3. Ratings Assigned B1 (LGD3), to the new Euro senior secured fixed-rate notes, due 2022; B1 (LGD3), to the new Euro senior secured floating-rating notes, due 2024. The total amount to be issued is expected to be Euro 715 million. Ratings affirmed: Federal-Mogul Holdings, LLC B2, Corporate Family Rating; B2-PD, Probability of Default Rating; SGL-3, Speculative Grade Liquidity Rating; Ba2 (LGD1), $600 million senior secured asset based revolver due December, 2018; B1 (LGD3), $1.9 billion senior secured tranche C term loan due April 2021; Rating outlook, Stable. The following rating is unaffected and will be withdrawn upon completion of the transaction: B1 (LGD3), $700 million ($684 million remaining) senior secured tranche B term loan due April 2018. RATINGS RATIONALE Federal Mogul's B2 Corporate Family Rating (CFR) continues to reflect the company's high leverage, exposure to cyclical automotive vehicle production, balanced by its competitive position as a leading global automotive parts supplier to original equipment manufacturers and the automotive aftermarket. The company has made substantial progress on its restructuring activities over the recent years, resulting in improved profit margins and modest positive free cash flow generation at about 3% of adjusted debt. EBITA margin improved to 4.8% in 2016 (inclusive of Moody's standard adjustments) compared to 3.0% in 2015, while free cash flow generation improved to positive levels. Debt/EBITDA leverage at year-end 2016 approximated 6.1x (5.4x excluding the adjustment for factored accounts receivables). Moody's expects Federal-Mogul to continue to execute operating efficiency actions over the near-term with related costs somewhat offsetting credit metric improvement over the near-term. As such, continued modest free cash flow generation is unlikely to materially reduce debt leverage over the near-term. Yet, the completion of the proposed transaction is a credit positive, as it addresses the January 2018 accelerated maturity date under the revolving credit facility. With the completion of the refinancing, the revolving credit facility maturity remains December 2018. The stable rating outlook incorporates Moody's expectation of gradual improvement in operating performance over the near-term supported by increased liquidity pro forma for the proposed transaction. Federal-Mogul's SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation of an adequate liquidity profile over the next 12-15 months supported by cash on hand and continued positive free cash generation. Cash at December 31, 2016 was $300 million of which $166 million was held by foreign subsidiaries. Free cash generation improved to modest positive levels in 2016 (to the low single digits as a percentage of adjusted debt) supported by the company's accounts receivable factoring. Free cash flow is expected to remain modestly positive through 2017. Federal-Mogul had $213 million of unused revolver availability as of December 31, 2016. This availability increases to about $283 million pro forma for the refinancing transaction. Moody's believes this level of availability is modest given the sizable revenue base and scale of the company. With the completion of the transaction, the asset based revolving credit facility will mature in December 2018. The asset based revolving credit facility has a springing fixed charge coverage test when availability deteriorates below certain thresholds. Moody's anticipates that the company will not trigger this threshold over the next twelve months. The senior secured term loans do not have financial maintenance covenants. The new senior secured Euro notes also are not expected to have financial covenants. Weighing on the company's liquidity profile are the amount of accounts receivable sold through factoring, which Moody's considers an uncommitted short-term funding. At December 31, 2016, $487 million of accounts receivable were sold through factoring during the year. Future events that have potential to drive a higher rating include the continuation of positive operating trends resulting in EBITA/Interest coverage approaching 2.5x, and Debt/EBITDA leverage approaching 5.5x. Future events that have potential to drive Federal-Mogul's ratings lower include deterioration in automotive industry conditions without offsetting restructuring actions; or lower profitability resulting from market share losses, pricing pressure or material increases in raw materials costs that cannot be passed on to customers. Consideration for a lower rating could arise if any combination of these factors were to result in EBITA/Interest coverage approaching 1.0x or debt/EBITDA being sustained above 6.5x. Liquidity deterioration could also lead to a downgrade. The principal methodology used in this rating was the Global Automotive Supplier Industry published in June 2016. Federal-Mogul Holdings, LLC, headquartered in Southfield, MI is a leading global supplier of products and services to the world's manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets. The company's products and services enable improved fuel economy, reduced emissions and enhanced vehicle safety. Federal-Mogul is controlled by affiliates of Icahn Enterprises L.P. Revenues in 2016 were $7.4 billion. FEDERAL-MOGUL HOLDINGS: S&P Assigns 'B-' Rating on EUR715MM Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '4' recovery rating to Michigan-based Federal-Mogul Holdings LLC's proposed EUR715 million senior secured notes. The notes will be issued in two tranches, with one tranche of fixed-rate notes due 2022 and one tranche of floating-rate notes due 2024. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 35%) recovery for secured lenders in the event of a payment default. The company plans to use the proceeds from the bond offering to fully repay its tranche B term loan due 2018 and repay about $70 million of borrowings under its unrated asset-based revolving credit facility. The proposed notes will rank pari passu in right of payment with all of Federal Mogul's existing and future senior indebtedness and will have access to the same collateral as the company's term loan facility. All of S&P's other ratings on Federal Mogul, including S&P's 'B-' corporate credit rating, remain unchanged. S&P expects that the company's gross margins will remain stable at 20% or better and anticipate that its free operating cash flow will stay positive in 2017. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario anticipates a default in 2019 due to reduced demand for Federal-Mogul's products caused by renewed economic weakness in the U.S. and Europe. This scenario also envisions that the company's original equipment manufacturing and aftermarket channels remain highly competitive and commodity prices continue to escalate. S&P expects that these conditions will reduce the company's volumes, revenue, gross margins, and net income, causing its liquidity to decline. Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $440 million -- EBITDA multiple: 4.5x -- LIBOR and Euribor rise to 250 basis points -- Asset-based lending (ABL) facility is 60% drawn Simplified waterfall -- Net enterprise value after admin. expenses (5%): $1.881 billion -- Obligor/nonobligor valuation split: 30%/70% -- Estimated priority claims: $402 million -- Collateral value available to secured debt: $809 million -- Estimated first-lien claim: $2.626 billion -- Recovery range: 30%-50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Federal-Mogul Holdings LLC Corporate Credit Rating B-/Stable/-- New Ratings Federal-Mogul Holdings LLC Senior Secured EUR350M Fixed-Rate Nts Due 2022 B- Recovery Rating 4(35%) EUR365M Floating-Rate Nts due 2024 B- Recovery Rating 4(35%) FIRST PHOENIX-WESTON: Unsecureds to Get 100% Under Sabra Plan ------------------------------------------------------------- First Phoenix-Weston LLC and FPG & LCD, L.L.C., filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a disclosure statement for the plan of reorganization dated March 13, 2017, proposed by Sabra Phoenix Wisconsin, LLC. Under the Plan proposed by Sabra Phoenix, Class 7 General Unsecured Claims will recover 100% within 30 days after the Effective Date, compared with the 21-month expected recovery proposed by the Debtors' plan of reorganization. Class 3A Sabra Secured Claim against Weston will recover 100% on the Effective Date after credit bid. Class 6A Sabra Deficiency Claim will recover 50% over seven years, with 8% interest, subject to increase in the event of a Weston overbid; Sabra Phoenix agrees to waive distribution if Sabra Phoenix is the Weston purchaser. In the Debtors' Plan, Class 3A will recover 100% over 35 years, with 4.65% interest and a balloon payment after 10 years, while Class 6A Sabra Deficiency Claim will recover 100% over 35 years, with 4.65% interest and a balloon payment after 10 years. While Class 6B Sabra Option Claim is not addressed by the Debtors' Plan, Sabra Phoenix's Plan proposes that the claim holder will recover 50% over seven years, with 8% interest, subject to increase in the event of a Weston overbid; Sabra Phoenix agrees to waive distribution if Sabra Phoenix is the Weston purchaser. The Plan proposes to appoint an agent to hold the tangible and intangible assets of Weston and FPG during the period between entry of the confirmation court order and the Effective Date. During this period, the Plan Agent will be authorized to, among other things, (1) hold the tangible and intangible assets of Weston and FPG following entry of the interim period; (2) operate Weston and FPG's businesses during the interim period; (3) hold any and all licenses and certifications in the name of Weston and FPG during the interim period, including authority to provide consent to the DHS and CMS to review license or certification applications submitted by FPG Purchaser and Weston Purchaser; (4) conduct the Weston Auction and the FPG Auction; (5) wind down the affairs of Weston and FPG; and (6) carry out all other duties and responsibilities described in the Plan Agent Agreement. The Plan Agent may employ one or more professionals as the Plan Agent deems necessary and shall engage the Manager to manage and operate the Debtors' businesses during the interim period. The Plan proposes to sell all of the assets of Weston through an auction to be conducted by the Plan Agent, an independent third-party. Through the Plan, Sabra Phoenix submitted an opening bid for the Weston Assets pursuant to which Sabra shall purchase the Weston Assets by $13 million credit bid of the Allowed Sabra Claim, and will assume the claim liabilities described in Articles II and IV of the Plan pursuant to the Weston Asset Purchase Agreement to be filed as a Supplemental Plan Document. The Plan also proposes to sell all the assets of FPG through an auction to be conducted by the Plan Agent. Through the Plan, Sabra Phoenix submitted an opening bid for the FPG Assets pursuant to which Sabra Phoenix will purchase the FPG Assets for the dollar amount equal to the sum of the FPG Assumed Liabilities, in accordance with the FPG Asset Purchase Agreement to be filed as a Supplemental Plan Document. The Plan establishes bidding procedures whereby interested parties can submit bids for the purchase of the Weston Assets and the FPG Assets. The bidding process will be overseen by the Plan Agent. The Plan also establishes procedures for both the Weston Auction and the FPG Auction in the event a party other than Sabra Phoenix submits a bid for the Weston Assets and the FPG Assets. In the event there is an auction, the auction will be conducted by Plan Agent. If an auction is conducted, the proceeds of the Weston Auction will be used to satisfy the Sabra Phoenix secured debt. In addition, the Weston Purchaser will be required to assume and pay certain Plan liabilities. Creditors not otherwise paid in full stand to receive more in the event of a Weston Overbid. If an auction is conducted, the proceeds of the FPG Auction, will be used to pay certain plan liabilities. Creditors not otherwise paid in full stand to receive more in the event of an FPG Overbid. The Disclosure Statement is available at: http://bankrupt.com/misc/wiwb-16-12820-255.pdf As reported by the Troubled Company Reporter on March 1, 2017, the Court approved the joint disclosure statement filed by First Phoenix-Weston LLC and FPG & LCD, L.L.C., referring to the Debtors' plan of reorganization. The Debtors' Joint Disclosure Statement dated Feb. 20, 2017, states that the Allowed Secured Claim of Class 3C All-Lines Leasing against Weston -- estimated at $7,171 -- will be paid by Weston in equal monthly installments of principal and interest at 4% per annum, amortized over five years from the Effective Date. There are no Class 3C Claims against FPG. Weston will retain the equipment against which All-Lines holds a lien position. Sabra Phoenix's Plan was filed by its counsel: Frank W. DiCastri, Esq. Lindsey M. Greenawald, Esq. HUSCH BLACKWELL LLP 555 E. Wells Street, Suite 1900 Milwaukee, WI 53202 Tel: (414) 273-2100 E-mail: frank.dicastri@huschblackwell.com lindsey.greenawald@huschblackwell.com -- and -- Iana A. Vladimirova, Esq. HUSCH BLACKWELL LLP 33 E. Main Street, Suite 300 Madison, WI 53701-1379 Tel: (608) 255-4440 E-mail: iana.vladimirova@huschblackwell.com About First Phoenix-Weston First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in 2010 to organize, develop, and manage an assisted living and skilled nursing care facility near three major regional hospitals in Central Wisconsin including St. Clare's Hospital, which is just a block away. The Facility combines an assisted living facility together with a skilled nursing facility in a resort-like atmosphere for its patients. The business is commonly known as the "Stoney River" assisted living and rehab. The Facility is comprised of two integrated businesses: a 35-unit skilled nursing rehabilitation center (commonly referred to as the skilled nursing facility, or "SNF"), and a 60- unit assisted living facility (the "ALF"). First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and 16-12821) on Aug. 15, 2016. The petitions were signed by Philip Castleberg, as part-owner. The Debtors estimate assets and liabilities in the range of $10 million to $50 million. Michael Best & Friedrich LLP serves as counsel to the Debtors. FOLTS HOME: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on March 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Folts Home and Folts Adult Home, Inc. About Folts Home Folts Home is a New York not-for-profit corporation and the owner of a 163-bed long-term residential health care and rehabilitation facility located at 100-122 North Washington Street, Herkimer, New York. In addition to long-term skilled nursing and residential care, Folts Home provides memory care to residents with dementia, palliative care and respite care and operates an adult day care program. Folts Home also offers rehabilitation services, such as physical, occupational and speech therapy, on both inpatient and out-patient bases. Currently, Folts Home has approximately 218 active employees. Approximately 124 of the employees are full-time, 60 are part-time and 34 employees are employed on a per diem basis. None of Folts Home's employees are represented by labor unions. Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a New York not-for-profit corporation and the owner of an 80-bed adult residential center that was constructed in 1998 and is located at 104 North Washington Street, Herkimer, New York. FAH residents reside in separate apartments and are provided services such as daily meals, laundry, housekeeping and medication assistance. FAH has approximately 22 active employees. Approximately 12 are full-time employees and 10 are part-time employees. None of FAH's employees are represented by labor unions. Folts Home and FAH currently have average daily censuses of 145 and 69, respectively. Folts Home has 3 major payors: Medicare, Medicaid and Excellus/Blue Cross. The majority of FAH residents are government subsidized, with 58% covered by Social Security Insurance and 42% private pay. Folts Home and Folts Adult Home, Inc., filed separate, voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. N.Y. Case Nos. 17-60139 and 17-60140, respectively) on Feb. 16, 2017. The Chapter 11 cases are being jointly administered under Bankruptcy Rule 1015(b) pursuant to an order of the Court. Folts Home and Folts Adult Home, Inc., through duly-appointed receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, continue to operate their skilled nursing home and adult residence businesses, respectively, and manage their properties as debtors in possession. William K. Harrington, the U.S. Trustee for Region 2, appointed Krystal Wheatley as the Patient Care Ombudsman for the Debtors. FORESIGHT ENERGY: Prices Private Offering of $425M Secured Notes ---------------------------------------------------------------- Foresight Energy LP disclosed that its wholly owned subsidiaries, Foresight Energy LLC and Foresight Energy Finance Corporation have priced their previously announced offering of 11.50% Second Lien Senior Secured Notes due 2023, in an aggregate principal amount of $425 million. The Notes will be guaranteed by the wholly-owned domestic restricted subsidiaries of the Company that guarantee the Credit Facilities. The Offering of the Notes is expected to close on or about March 28, 2017, subject to certain closing conditions. In addition to the Notes, the Company also announced that it has agreed to terms on an $825 million senior secured first-priority five-year term loan, representing an increase of $75 million from the previously announced size, and a $170 million senior secured first-priority four-year revolving credit facility. The aggregate principal amount of the Notes represents a $75 million decrease from the previously announced aggregate principal amount of the Notes, corresponding to the increase in the Term Loan, and the maturity of the Notes represents a one-year reduction in the previously announced maturity of the Notes. The Issuers intend to use the net proceeds from the Notes and borrowings under the Term Loan, together with an equity contribution from Murray Energy Corporation and cash on hand, to refinance the following indebtedness: * the Issuers' Second Lien Senior Secured PIK Notes due 2021; * the Issuers' Second Lien Senior Secured Exchangeable PIK Notes due 2017; and * the Company's outstanding credit facilities, including the revolving credit facility and the term loan. The Offering will be made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or outside the United States, only to non-U.S. investors pursuant to Regulation S of the Securities Act. The Notes to be issued in the Offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. About Foresight Energy Foresight Energy L.P. mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight reported a net loss of $178.6 million in 2016 following a net loss of $38.68 million in 2015. * * * In September 2016, S&P Global Ratings raised its issuer credit rating on St. Louis-based Foresight Energy L.P. to 'B-' from 'D'. The outlook is negative. "The recent restructuring, including exchange of the senior notes, along with associated amendments resolves the previous conditions of default, waives certain amortization requirements, and restores Foresight's access to its revolving credit facility with revised covenants. While we view this restructuring as a positive development and continue to consider Foresight's business risk profile to be among the strongest in the beleaguered coal space, in our view, the company's capital structure could become unsustainable," S&P said. As reported by the TCR on March 6, 2017, Moody's Investors Service upgraded Foresight Energy L.P.'s Corporate Family Rating (CFR) to 'B3' from 'Caa1', and its probability of default rating (PD) to 'B3-PD' from 'Caa1-PD'. "The upgrade reflects the improved industry conditions and the company's solid contracted position, which drives Moody's expectations that Debt/ EBITDA, as adjusted, will decline from 5.9x at September 30, 2016 to roughly 4.5x by the end of 2017", says Anna Zubets-Anderson, the lead analyst for Foresight. The TCR reported by the TCR on March 3, 2017, that Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to Foresight Energy LP and Foresight Energy LLC. Foresight Energy LLC's new senior secured first lien term loan and new revolving credit facility ratings are 'B+/RR2' and the new second lien notes rating is 'CCC/RR6'. The facilities are to be guaranteed by Foresight Energy LP. FORESIGHT ENERGY: Prices Private Offering of $425M Secured Notes ---------------------------------------------------------------- Foresight Energy LP disclosed that its wholly owned subsidiaries, Foresight Energy LLC and Foresight Energy Finance Corporation have priced their previously announced offering of 11.50% Second Lien Senior Secured Notes due 2023, in an aggregate principal amount of $425 million. The Notes will be guaranteed by the wholly-owned domestic restricted subsidiaries of the Company that guarantee the Credit Facilities. The Offering of the Notes is expected to close on or about March 28, 2017, subject to certain closing conditions. In addition to the Notes, the Company also announced that it has agreed to terms on an $825 million senior secured first-priority five-year term loan, representing an increase of $75 million from the previously announced size, and a $170 million senior secured first-priority four-year revolving credit facility. The aggregate principal amount of the Notes represents a $75 million decrease from the previously announced aggregate principal amount of the Notes, corresponding to the increase in the Term Loan, and the maturity of the Notes represents a one-year reduction in the previously announced maturity of the Notes. The Issuers intend to use the net proceeds from the Notes and borrowings under the Term Loan, together with an equity contribution from Murray Energy Corporation and cash on hand, to refinance the following indebtedness: * the Issuers' Second Lien Senior Secured PIK Notes due 2021; * the Issuers' Second Lien Senior Secured Exchangeable PIK Notes due 2017; and * the Company's outstanding credit facilities, including the revolving credit facility and the term loan. The Offering will be made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or outside the United States, only to non-U.S. investors pursuant to Regulation S of the Securities Act. The Notes to be issued in the Offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. About Foresight Energy Foresight Energy L.P. mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight reported a net loss of $178.6 million in 2016 following a net loss of $38.68 million in 2015. * * * In September 2016, S&P Global Ratings raised its issuer credit rating on St. Louis-based Foresight Energy L.P. to 'B-' from 'D'. The outlook is negative. "The recent restructuring, including exchange of the senior notes, along with associated amendments resolves the previous conditions of default, waives certain amortization requirements, and restores Foresight's access to its revolving credit facility with revised covenants. While we view this restructuring as a positive development and continue to consider Foresight's business risk profile to be among the strongest in the beleaguered coal space, in our view, the company's capital structure could become unsustainable," S&P said. As reported by the TCR on March 6, 2017, Moody's Investors Service upgraded Foresight Energy L.P.'s Corporate Family Rating (CFR) to 'B3' from 'Caa1', and its probability of default rating (PD) to 'B3-PD' from 'Caa1-PD'. "The upgrade reflects the improved industry conditions and the company's solid contracted position, which drives Moody's expectations that Debt/ EBITDA, as adjusted, will decline from 5.9x at September 30, 2016 to roughly 4.5x by the end of 2017", says Anna Zubets-Anderson, the lead analyst for Foresight. The TCR reported by the TCR on March 3, 2017, that Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to Foresight Energy LP and Foresight Energy LLC. Foresight Energy LLC's new senior secured first lien term loan and new revolving credit facility ratings are 'B+/RR2' and the new second lien notes rating is 'CCC/RR6'. The facilities are to be guaranteed by Foresight Energy LP. FREDDIE MAC: Director Bostic Moving to FRB of Atlanta ----------------------------------------------------- Freddie Mac announced that Raphael W. Bostic will resign from Freddie Mac's board of directors, effective May 31, 2017, to assume the role of president and chief executive officer of the Federal Reserve Bank of Atlanta. Bostic notified the Company of his upcoming resignation on March 15, 2017. He joined Freddie Mac's board of directors in January 2015. A leading real estate economist with extensive public policy, academic and research expertise, Bostic served on the board's Risk Committee and Compensation Committee. "Raphael has been an insightful and valuable member of Freddie Mac's board of directors," said Freddie Mac Chairman Christopher S. Lynch. "His expertise, experience in public policy matters and passionate interest in access to credit, affordability and other housing issues have been vital to us. Although his tenure on the Freddie Mac board has been brief, our directors recognize his significant contributions, and I am confident he will be an exemplary leader of the Federal Reserve Bank of Atlanta." "My time on Freddie Mac's board of directors has been very gratifying," Bostic said. "It has been a privilege to have contributed to Freddie Mac's progress in becoming a stronger company and in helping to build a better housing finance system. I want to thank my fellow board members and the management team and wish the company success going forward." Bostic served as the Assistant Secretary for Policy Development and Research at the U.S. Department of Housing and Urban Development (HUD) from 2009 to 2012. In that Senate-confirmed position, he was a principal advisor to the Secretary of HUD on policy and research. Since 2015, Bostic has served as the Chair of the Department of Governance, Management, and the Policy Process at the Sol Price School of Public Policy at the University of Southern California. From 2012 to 2015, Bostic was the Bedrosian Chair in Governance and Public Enterprise at the Sol Price School of Public Policy at USC. From 2001 to 2009, he served in various positions at USC, including as a professor at the School of Policy, Planning, and Development. He is currently a trustee of Enterprise Community Partners and a member of the Board of the Lincoln Institute of Land Policy, and he was an Advisory Board member of the National Community Stabilization Trust between 2012 and 2015. Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since its creation by Congress in 1970, the Company has made housing more accessible and affordable for homebuyers and renters in communities nationwide. Freddie Mac is building a better housing finance system for homebuyers, renters, lenders and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac and Freddie Mac’s blog FreddieMac.com/blog. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for future support and capital investments of up to $100 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. GARRETSON TILE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Garretson Tile Company, Inc. 1540 Chambersburg Road Gettysburg, PA 17325 Case No.: 17-01051 Type of Business: Garretson Tile Company, Inc. is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: March 19, 2017 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Robert N Opel II Debtor's Counsel: Lawrence G. Frank, Esq. LAW OFFICE OF LAWRENCE G. FRANK 100 Aspen Drive Dillsburg, PA 17019 Tel: 717 234-7455 Fax: 717 432-9065 Email: lawrencegfrank@gmail.com Total Assets: $1.65 million Total Liabilities: $2.26 million The petition was signed by Gregory A. King, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb17-01051.pdf GREEKTOWN HOLDINGS: S&P Lowers Rating on Secured Debt to 'B' ------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on Detroit-based gaming operator Greektown Holdings LLC's secured debt (consisting of a proposed $50 million revolver due 2022 and a proposed upsized $400 million term loan due 2024) to 'B' from 'B+', and revised the recovery rating to '3' from '2', following the company's announcement that it is seeking to upsize its term loan by $25 million. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. The corporate credit rating remains 'B' with a stable outlook. Recovery prospects for secured lenders under the upsized credit facility are lower than S&P previously assumed because of a higher amount of secured debt outstanding under S&P's simulated default scenario from the incremental $25 million term loan. S&P's enterprise valuation is unchanged from its recent analysis. The company plans to use the proceeds from the incremental term loan to reduce the amount of paid-in-kind preferred equity issued in the capital structure by $25 million, which is leverage neutral because S&P treats the preferred equity as debt in its analysis. As a result, the transaction has no meaningful impact on S&P's base-case forecast or credit measures. RECOVERY ANALYSIS Key analytical factors: -- S&P has revised its recovery rating on the proposed $450 million senior secured credit facility (consisting of a $50 million revolver due 2022 and an upsized $400 million term loan due 2024) to a '3' from a '2'. S&P's simulated default scenario contemplates a default as a result of a significant decline in cash flow from prolonged economic weakness and increased competition in the Detroit market and, to a lesser extent, the Ohio market. -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 6x to value the company— slightly lower than that of peers because of Greektown's weaker market position. -- S&P assumes the $50 million RCF is 85% drawn at the time of default Simplified waterfall -- Emergence EBITDA: $53 million -- Multiple: 6x -- Gross recovery value: $319 million -- Net recovery value for waterfall after admin. expenses (5%): $303 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien debt: $443 million -- Value available for first-lien claim: $303 million -- Recovery expectation: 50% to 70% (rounded estimate 65%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Greektown Holdings LLC Corporate Credit Rating B/Stable/-- Downgraded; Recovery Rating Revised Greektown Holdings LLC To From Senior Secured B B+ Recovery Rating 3(65%) 2(70%) GREENHUNTER RESOURCES: Files Chapter 11 Plan of Liquidation ----------------------------------------------------------- GreenHunter Resources, Inc., et al., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated March 13, 2017, for the Debtors' plan of liquidation. The Plan provides for the establishment of a Liquidating Trust that will pursue certain litigation and seek to collect and liquidate certain assets, including the Debtors' receivables. The Liquidating Trust will be established for the purpose of receiving, holding, liquidating and distributing the Debtors' assets to the holders of allowed claims as provided in the Plan and Confirmation Order and to make other payments called for in the Plan, with no objective to continue or engage in the conduct of a trade or business. Class 6 - Unsecured Claims will be reviewed by the Liquidating Trustee and are subject to objection by him. Each holder of an Allowed Unsecured Claim will receive in full satisfaction, settlement, and release of and in exchange for the allowed claim, the holder's pro rata share of cash distributed by the Liquidating Trust to the holders of Allowed Unsecured Claims after payment in full of holders of Administrative Claims and Claims in Classes 1–5 as well as the cost of administration of the Trust. As of the filing of the Disclosure Statement, there are approximately $13 million in Class 4 Unsecured Claims that have been scheduled and for which proof of claim have been filed, not including deficiency claims of holders of secured claims. The plan proponents have not reviewed the claims. Class 6 Unsecured Claims are impaired under the Plan. On the Effective Date, the Liquidating Trust Assets will be deemed to have been transferred by the Debtors to the Liquidating Trust, free and clear of all liens, claims, and encumbrances, but subject to any obligations imposed by the Plan. All transfers of property under the Plan will be deemed to have been made in accordance with any applicable provisions of non-bankruptcy law governing the transfer of property by a corporation or trust that is not a moneyed, business, or commercial corporation or trust. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-40956-313.pdf 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. HANSELL MITZEL: Has Interim Approval to Use Cash Collateral ----------------------------------------------------------- Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington entered an interim order authorizing Hansell Mitzel, LLC, to use the cash collateral to maintain its properties to avoid immediate and irreparable harm to the properties. The Debtor will continue to maintain insurance on their assets as the same existed as of the Petition Date and to pay property taxes assessed postpetition. The Debtor will segregate rents and profits collected from or on account of the PIPGP Building, the Cascade Building, the Markwood Property, the Blackburn/Gunn Property, and the North Hill Triplex, and will not use such Cash Collateral for any purposes not related to the expenses, maintenance, and improvements of those properties as set forth in the Budgets. The final hearing on the matter is set for March 24, 2017 at 9:30 a.m. About Hansell Mitzel, LLC Hansell/Mitzel LLC, d/b/a Hansell Mitzel Homes, d/b/a Resort Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 16-16311) on Dec. 21, 2016. Hon. Timothy W. Dore presides over the case. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Daniel R. Mitzel, managing member. John R Rizzardi, Esq., at Cairncross & Hempelmann, P.S., serves as bankruptcy counsel to the Debtor. HARTFORD COURT: Has Until April 10 to Use Hinsdale Cash Collateral ------------------------------------------------------------------ Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Hartford Court Development, Inc., to use the cash collateral of Hinsdale Bank & Trust Co., as successor-in-interest to Suburban Bank and Trust, through April 10, 2017. The Debtor's use of Cash Collateral is limited to the expenses outlined in the March 2017 One-Month Budget Projection for operations of the Debtor's business and the administration of the Chapter 11 Case, plus no more than 10% of any proposed expense payment. The Budget contemplates a total income of $12,598, a total operating expenses of $9,903. The Debtor will deposit all post-petition rents in its possession or control into the DIP Account. This provision will not apply to security deposits received by Debtor which will be separately held. As adequate protection for the interests of Lender in the Cash Collateral, the Lender will have and is granted valid and perfected security interests in, and liens on all assets of the Debtor of any nature whatsoever and wherever located, tangible or intangible, whether now or hereafter acquired, including without limitation, rents and proceeds of the foregoing, wherever located, including insurance and other proceeds, excluding proceeds of any avoidable transfer actions instituted through the case. Under the circumstances, the adequate protection provided is reasonable and sufficient to protect the interests of the Lender; provided, however, that nothing herein contained will affect or impair the Lender's right to seek additional adequate protection of its interests. As additional adequate protection for the Debtor's use of the Properties and the Cash Collateral, the Debtor will make monthly payments to the Lender, provided however, that such payments are provisional, in the amount of $4,866 per month commencing on March 10, 2017 and thereafter on the 10th day of each month going forward. The Debtor's use of Cash Collateral is authorized only through April 10, 2017 unless terminated prior to the date upon an occurrence of the Termination Date, and may not be extended other than on the express written consent of the Lender or order of the Court. A status hearing on Debtor's use of Cash Collateral will be held on April 7, 2017 at 10:30 a.m. A copy of the Budget attached to Second Interim Order is available for free at: http://bankrupt.com/misc/ilnb17-01356_30_cash_Hartford_Court_Development_Inc.pdf About Hartford Court Development, Inc. Hartford Court Development, Inc. is an Illinois corporation that owns and manages 14 residential condominiums and their related parking spaces, all located in the 5300 block of North Cumberland Avenue, Chicago, IL. Hartford Court Development, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-01356), on January 17, 2017. The Petition was signed by Paula Walega, President. The case is assigned to Judge Jack B. Schmetterer. The Debtor is represented by David P. Lloyd, Esq. at David P. Lloyd, Ltd. At the time of filing, the Debtor estimated assets and liabilities at $500,000 to $1 million each. HHGREGG INC: Doesn't Have Floor Bid for Proposed April Auction -------------------------------------------------------------- Lillian Rizzo and Soma Biswas, writing for The Wall Street Journal Pro Bankruptcy, reported that a deal between Hhgregg Inc. and a mystery bidder has fallen apart, leaving the bankrupt appliance retailer without a floor bid for its proposed April auction. According to the report, the Indianapolis-based retailer said it has terminated the "nonbinding term sheet with an anonymous party," which contemplated a sale for all of its of its assets. Hhgregg, which sought bankruptcy protection on March 6, said in court papers it had signed a term sheet with an anonymous interested party, but had yet to reach an asset purchase agreement, the report related. While the buyer had yet to be named, the company considered it to be a critical vendor to Hhgregg, the report said. Although the pact with the lead bidder has fallen apart, the anonymous bidder hasn't necessarily walked away, the report said, citing a person familiar with the matter said. The unidentified bidder is still interested in Hhgregg, along with other bidders that are circling the retailer, the person noted, according to the report. The deal is still being negotiated, and could later be revived, the person said, the report added. The report noted that Chief Executive Robert J. Riesbeck said the company "received strong interest" from potential buyers, according to a public filing. Private-equity firms are among the interested buyers, the person added, the report said. About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated its assets and liabilities at $100 million to $500 million. The Debtors have retained Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker and Donlin, Recano & Company, Inc. as claims and noticing agent. The Office of the U.S. Trustee on March 10 appointed eight creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Gregg Appliances Inc., an affiliate of hhgregg, Inc. The Justice Department's bankruptcy watchdog appointed Renee Weiss, Esq., as chairperson of the committee. The committee members selected Jeff Keim as vice-chairperson. HUNTWICKE CAPITAL: Needs More Time to Complete Jan. 31 Form 10-Q ---------------------------------------------------------------- Huntwicke Capital Group Inc. was unable, without unreasonable effort or expense, to file its quarterly report on Form 10-Q for the period ended Jan. 31, 2017, by the March 17, 2017, filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended Jan. 31, 2017, to be incorporated in the Quarterly Report. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. About Huntwicke Capital Huntwicke Capital Group Inc., formerly known as Magnolia Lane Income Fund, was incorporated in the state of Delaware on May 12, 2009. The Company was formed to commence business as a stock agent in the wool trade. On May 13, 2013, the Company entered into a stock purchase agreement with Ian Raleigh and Michael Raleigh and Magnolia Lane Financial, Inc., whereby the Purchaser purchased from the Sellers, 10,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing approximately 69.57% of the issued and outstanding shares of the Company. As a result, the Purchaser became the majority shareholder of the Company. Magnolia Lane reported a net loss of $197,969 for the year ended April 30, 2016, compared to a net loss of $187,294 for the year ended April 31, 2015. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2016, citing that the Company has used cash in operations of $22,835 and an accumulated deficit of $707,094 at April 30, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. HUNTWICKE CAPITAL: Needs More Time to Complete Jan. 31 Form 10-Q ---------------------------------------------------------------- Huntwicke Capital Group Inc. was unable, without unreasonable effort or expense, to file its quarterly report on Form 10-Q for the period ended Jan. 31, 2017, by the March 17, 2017, filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended Jan. 31, 2017, to be incorporated in the Quarterly Report. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. About Huntwicke Capital Huntwicke Capital Group Inc., formerly known as Magnolia Lane Income Fund, was incorporated in the state of Delaware on May 12, 2009. The Company was formed to commence business as a stock agent in the wool trade. On May 13, 2013, the Company entered into a stock purchase agreement with Ian Raleigh and Michael Raleigh and Magnolia Lane Financial, Inc., whereby the Purchaser purchased from the Sellers, 10,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing approximately 69.57% of the issued and outstanding shares of the Company. As a result, the Purchaser became the majority shareholder of the Company. Magnolia Lane reported a net loss of $197,969 for the year ended April 30, 2016, compared to a net loss of $187,294 for the year ended April 31, 2015. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2016, citing that the Company has used cash in operations of $22,835 and an accumulated deficit of $707,094 at April 30, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. KING & QUEEN: To Sell Maryland Property to Fund Amended Plan ------------------------------------------------------------ King & Queen, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a small business amended disclosure statement explaining its plan of reorganization, dated March 9, 2017, a copy of which is available at: http://bankrupt.com/misc/mdb16-17120-42.pdf The Debtor has real estate property located at 1155 Washington Blvd., Baltimore, MD; 1124 Washington Blvd., Baltimore, MD; and 2666 Dulany Street, Baltimore, MD, has a current market value of approximately $261,377 and has a disputed blanket mortgage in the amount of $185,000. This latest restructuring plan asserts that 1124 Washington Boulevard is being leased at an amount of $1,200 per month. After the trustees' fees are paid and additional operating expenses for insurance, electric, and repair are paid on the properties, approximately $312 per month remains. This is the source of the payments under the plan. The plan calls for the sale of 1124 Washington Boulevard to pay all outstanding debt except for the amount allegedly owed to SFC LLC which is disputed. The prior Plan provided that creditors of the Debtors will be paid from Natalie Morgan Tao, the Debtor's wages/income, cash flow from operations, and from future income generated by the business. Class III under the new plan is the unsecured priority claim of the IRS. The Debtor shall pay the holder of Class III claim the sum of $24,960 as follows: at the rate of $100 per month for the next 12 months. The Debtor shall pay the holder of Class III claim the lump sum of $23,760 for the following 10 months. The full claim shall be paid. The initial plan previously proposed to pay the IRS $250 per month for the next 50 months and pay the agency the sum of $1,240 for the following 10 months. The Debtor said it will be bringing a declaratory action to avoid S.F.C. LLC's secured claim. Also, the Debtor said it will pay the holder of Class II claim (The City of Baltimore) the lump sum of $69,899.42 for the following month. In contrast, the prior Plan said the Debtor will pay the holder of Class II claim the sum of $5,859.95 for the following 10 months. King & Queen, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-17120) on May 24, 2016, estimating its assets at up to $50,000 and its liabilities at between $100,001 and $500,000. Walter Timothy Sutton, Esq., at Cooper & Tuerk LLP serves as the Debtor's bankruptcy counsel. LAKE SHORE ALTERNATIVE: March 27 First Creditors Meeting in Canada ------------------------------------------------------------------ The bankruptcies of Lake Shore Alternative Financial Asset Corporation Limited and Lake Shore Alternative Financial Corporation 2006 Limited took place on March 13, 2017, and the first meeting of creditors will be held March 27, 2017, at the offices of Ernst & Young Inc. 222 Bay Street, 30th Floor, Toronto, Ontario, at these times: a) Lake Shore Alternative Financial Asset Corporation at 11:00 a.m. b) Lake Shore Alternative Financial Assets Corporation 2006 Limited at 11:20 a.m. For more information, contact: Ernst & Young Inc. Ernst & Young Tower Toronto-Dominion Centre P.O. Box 251, 222 Bay Street Toronto, Ontario, M5K 1J7 Contact: Philip Kan Tel: 416-943-2277 Fax: 416-943-3300 Email: philip.kan@ca.ey.com LILY ROBOTICS: May Use Spark's Cash Collateral Until March 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted Lily Robotics, Inc., interim authorization to use the cash collateral of Spark Capital IV, L.P., as successor in interest to the prepetition secured lender SVB Financial Group, until March 31, 2017. A hearing to consider the continued use of cash collaeral is set for March 27, 2017, at 11:00 a.m. (ET). Objections to the continued cash collateral use must be filed by 4:00 p.m. (ET), March 20, 2017. As of the Petition Date, there is approximately $3,777,777.78 in principal and interest outstanding. The Loan is secured by substantially all of the Debtor's assets, except for intellectual property but including the proceeds of intellectual property of the Debtor. The Prepetition Secured Lender consents to the Debtor's use of the cash collateral in exchange for the adequate protection. The Prepetition Secured Lender understands that the Debtor's ability to continue its asset preservation and sale preparations in an orderly manner and to properly process customer refunds and sell its assets is dependent on its ability to fund the postpetition expenses set forth in the budget. Use of the cash collateral is essential to the Debtor's ability to pay its expenses as it advances efforts for a successful sale of its assets. The Debtor admits that as of the Petition Date, (1) it is truly and justly indebted and liable to the Prepetition Secured Lender pursuant to the Loan and Security Agreement, by and among the Prepetition Secured Lender and the Debtor, dated as of Dec. 14, 2015, in the original principal amount of $4,000,000, (2) as of the Petition Date, there is approximately $3,777,777.78 in principal and interest outstanding under the Loan and Security Agreement due and owing absolutely with no portion subject to avoidance, recharacterization, recovery, attack, offset, counterclaim, defense, or claim of any kind pursuant to the U.S. Bankruptcy Code or other applicable law, and (3) the Prepetition Debt is validly secured with a first priority lien on substantially all of the assets of the Debtor, except for intellectual property but including the proceeds of intellectual property. The Loan was scheduled to mature in November 2019. As adequate protection for any use or diminution in the value of the Prepetition Secured Lender's respective interest in the prepetition collateral, the Debtor (i) will comply with the Budget and will not make any disbursements other than those set forth in the Budget, subject to a weekly variance not to exceed 15% of the budgeted amounts of total cash disbursements for such week by category and in the aggregate; and (ii) will deliver to the Prepetition Secured Lender, on the first business day of each week, a weekly variance report setting forth Budget-to-actual comparisons for the immediately prior week. The Budget may be modified with the prior written consent of the Prepetition Secured Lender, without further order of the Court, or upon order of the Court as necessary. Each modified budget will be filed with the Court. As further adequate protection of the Prepetition Secured Lender's interest, the Debtor will not grant a lien on any of its assets, except as provided in the DIP financing motion. A copy of the court order and the Budget is available at: http://bankrupt.com/misc/deb17-10426-31.pdf About Lily Robotics Based in Atherton, California, Lily Robotics, Inc., develops a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. The Debtor sells its products through its Website internationally. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets as of Dec. 31, 2016, and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Prime Clerk LLC as is the Debtor's claims and noticing agent. MARBURN STORES: Hearing on Plan Outline OK Set for April 13 ----------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey will hold on April 13, 2017, at 11:00 a.m. a hearing to consider the approval of Marburn Stores, Inc.'s disclosure statement. About Marburn Stores Marburn Stores, Inc., specializes in curtains, draperies and window treatments, and also carries a complete line of home furnishings. Marburn Stores filed a Chapter 11 petition (Bank. D. N.J. Case No. 15-14411) on March 13, 2015. The Debtors disclosed total assets of $7.25 million and debts of $2.85 million. The petition was signed by Edwin F. Hund, president and CEO. The Debtor is represented by Donald W Clarke, Esq., and Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C. MCNEILL GROUP: Bucks County to Get $4,486 Per Month for 2 Years --------------------------------------------------------------- McNeill Group, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a second amended disclosure statement dated March 13, 2017, referring to the Debtor's plan of reorganization. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-14943-233.pdf Under the Plan, the Class 2 Secured Claim of Bucks County Tax Claim Bureau is impaired. As of the Petition Date, the Class 2 Claim was $111,097.53. Commencing on the Effective Date, the Class 2 Claimaint will receive 24 equal monthly payments of $4,486 in full settlement, satisfaction, release and discharge of the real estate tax claim. The Plan will be funded through the Debtor's ongoing operations. As reported by the Troubled Company Reporter on March 15, 2017, the Debtor filed with the Court a first amended disclosure statement dated March 1, 2017, referring to the Debtor's plan of reorganization. Class 4 Provident Bank's Unsecured Claim is impaired by the Plan. Provident will be entitled to a claim equal to all attorneys' fees and expenses which amount is estimated at $200,000. Commencing on the Effective Date, Provident will receive $500 a month for the first six months, then $1,500 a month thereafter until the Provident Attorney Fee Claim is paid in full. About McNeill Group McNeill Group, Inc., and McNeill Properties V, LLC, filed Chapter 11 petitions (Bankr. E.D. Pa. Lead Case No. 16-14943) 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. MCNEILL PROPERTIES: Says Provident Bank's Claim is Over Secured --------------------------------------------------------------- McNeill Properties V, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a third amended disclosure statement dated March 13, 2017, referring to the Debtor's third plan of reorganization. The Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-14944-183.pdf The Class 1 secured claim of the lender, The Provident Bank, is impaired. Provident entered into four separate loans with the Debtor pre-petition in the aggregate and original principal amount of $9,995,000. The Loans are secured by the Debtor's real property and all personal property included within the real property. As of the Petition Date, the aggregate amount due and owing to Provident was $9,890,115.49. The Provident Claim includes interest through July 12, 2016. In addition to the Provident Claim, Provident will be entitled to a claim equal to all attorney fees and expenses which amount is estimated at $200,000. The treatment and consideration to be received by Class 1 will be in full settlement, satisfaction, release, and discharge of its respective claims and liens against the Debtor. The Debtor releases any claim it may have against Provident. Class 1 is over secured. The Debtor will continue to make adequate protection payments to Provident on the Provident Claim pending confirmation and through the Effective Date. The adequate protection payments will not reduce the Provident Claim. The Provident Claim and the Provident Attorney Fee Claim will be memorialized in definitive documents to be executed by the parties. Commencing the first day of the first calendar month after the Effective Date and continuing for 11 months, payments on the Provident Claim will be in the amount of $50,000. Interest will continue to accrue and be paid on the Provident Claim at the interest rate of 6.50%. Commencing on the 13th month after the Effective Date, the Debtor will increase its payments by $8,000, making the new payment $58,000 on the Provident Claim, such that monthly payments are applied first to interest and then to principal. Interest will continue to accrue and be paid on the Provident Claim at a floating rate of prime (using the WSJ prime rate) plus 250 basis points, adjusted monthly. In addition, when the Debtor has paid in full the line items on its budget for (i) Professional Fees attorney, (ii) Real Estate Tax Payment, and (iii) Sales Tax Payment, Provident will receive those payments that would otherwise be paid to those claimants to be applied to principal. Commencing after the Effective Date, to the extent the Debtor's projected net cash flow is exceeded by 20%, Provident will receive 75% of the excess cash over the 20% with the remaining 25% percent to go back to the Debtor on a quarterly basis. The Provident excess payment will be due 25 days after the quarter's end. The excess cash can only be used for reinvestment into the Debtor, capital purchases, and administrative expenses. Any money received on behalf of the loss of business claim will be excluded from excess cash. To the extent the Provident Attorney Fee Claim is not paid in full by McNeil] Group, Inc., the Provident Attorney Fee will be paid in full upon the 61th monthly anniversary of the Effective Date of the Plan. If the Debtor fails to make any of the Plan payments to Provident on the Provident Claim or the Provident Attorney Fee Claim, including the payment for Post-Petition Taxes, and the non- payment continues for 10 business days, the Debtor will be in default on the 11th day and a default interest rate of 9% will accrue on the Provident Claim. In the event that a default continues for 60 calendar days without a cure, Sean Southard, Esq., is appointed as independent seller to pursue and consummate a sale of the gym. At the time of Confirmation, Edward J. McNeiIl, Jr., will pledge 100% his interest in the Debtor in favor of Provident or its designee to be used solely as a remedy in the event that there is a continuing default under the Plan. The Plan will be funded through the Debtor's ongoing operations. As reported by the Troubled Company Reporter on March 15, 2017, the Debtor filed with the Court a second amended disclosure statement dated March 1, 2017, referring to the Debtor's plan of reorganization. Class 2, which consists of the real estate taxes due and owing to Lawrence Township for the real property at 4152 Quakerbridge Road, Lawrenceville, New Jersey, is impaired by the Plan. As of the Petition Date, the Class 2 Claim was $116,463.73. Commencing on the Effective Date, the Class 2 claimant will receive 24 equal monthly payments of $5,317 in full settlement, satisfaction, release and discharge of the real estate tax claim. About McNeill Properties V McNeill Group, Inc., and McNeill Properties V, LLC, filed Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 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. METROPOLITAN BAPTIST: Directed to Correct Errors in Plan Outline ---------------------------------------------------------------- Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the District of Columbia approved the Second Amended Disclosure Statement explaining Metropolitan Baptist Church's Chapter 11 plan, but certain typographical errors must be corrected by way of a Third Amended Disclosure Statement. April 26, 2017, at 10:30 a.m., is fixed as the date and time for the hearing on confirmation of the Plan. April 19 is fixed as the last day for filing written objections to confirmation of the Plan. By no later than April 24, the Debtor must file with the clerk of court a summary of the completed ballots with a certification that the ballot summary sets forth an accurate and complete tabulation of all ballots received by the debtor as to rejection and acceptance of the Plan, by class of creditors and interests with number and total amount of claims or interests in each category. About Metropolitan Baptist Church Headquartered in Largo, Maryland, Metropolitan Baptist Church is a not-for-profit religious corporation, originally incorporated in the District of Columbia in 1892. Metropolitan Baptist Church sought the Chapter 11 protection (Bankr. D. D.C. Case No. 16-00040) on Feb. 5, 2016. The petition was signed by Harry T. Jones, Jr., Chair, Board of Trustees. The Debtor estimated assets in the range of $1 million to $10 million and $10 million to $50 million. Judge Martin S. Teel, Jr., presides over the case. Wendell W. Webster, Esq., at Webster & Fredrickson, PLLC, serves as the Debtor's counsel. MILLENNIUM LAB: Loses Bid to Dismiss Plan Confirmation Appeal ------------------------------------------------------------- Judge Leonard P. Stark of the U.S. District Court for the District of Delaware denied without prejudice Millennium Lab Holdings II, LLC, and its affiliates's motion to dismiss the appeal filed by ISL Loan Trust and certain affiliated funds from an order entered by the U.S. Bankruptcy Court for the District of Delaware confirming the Debtors' Amended Prepackaged Joint Chapter 11 Plan. Judge Stark also remanded to the Bankruptcy Court for further proceeding. The appeal of the Confirmation Order concerns a matter of some controversy: the approval of nonconsensual third-party releases as part of a Chapter 11 plan of reorganization. Here, the Plan released a non-debtor, third-party's direct, non-bankruptcy, common law fraud and RICO claims against non-debtor equity holders. The issues on appeal include, among other things, (1) whether the Bankruptcy Court had subject matter jurisdiction to approve the nonconsensual third-party releases, and (2) whether the Bankruptcy Court had constitutional authority to permanently release the claims post-Stern. Judge Stark held, "There appears to be no dispute between the parties that the Appellants' state common law fraud and RICO claims are non-bankruptcy claims between non-debtors, which do not "stem[] from the bankruptcy itself" and would not "necessarily be resolved in the claims allowance process." Despite the Debtors' reliance on Charles Street, the Court is not persuaded that these claims involve matters of "public rights," which could be assigned to a non-Article III court. Rather these are claims "between two private parties" based on state common law or statutes that are not closely intertwined with a federal regulatory program. Thus, the Appellants appear to be entitled to Article III adjudication of these claims, and Stern dictates that no final order could be entered on these claims by an Article I court, barring consent of the parties. The Court is further persuaded by the Appellants' argument that the Plan's release, which permanently extinguished Appellants' claims, is tantamount to resolution of those claims on the merits against Appellants. The Court does not agree with the Debtors that the Plan release did not run afoul of Stern because it was not a final adjudication of the claims. If Article III prevents the Bankruptcy Court from entering a final order disposing of a non-bankruptcy claim against a non-debtor outside of the proof of claim process, it follows that this prohibition should be applied regardless of the proceeding." Andrew Scurria and Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that the case is being closely watched in corporate bankruptcy circles. Like many companies, Millennium resorted to bankruptcy as a way to clear up legal problems, the report related. Voya's victory in preserving its appeal rights means companies operating under a cloud of scandal may have to work harder to win over creditors to settlement deals, the report further related. It's not clear that the ruling will have any effect on Millennium, a drug-testing company which emerged from a clouded past and bankruptcy and remains in operation, the report said. According to the report, the appeal grew out of Voya's decision to stand apart from dozens of other Millennium lenders, who agreed to a settlement embodied in the 2015 chapter 11 plan. In order to reel in funding from Millennium's departing owners, TA Associates and James Slattery, lenders had to agree not to sue them, the report added. To earn their legal immunity, TA and Mr. Slattery agreed to cover the cost of a $256 million Justice Department settlement involving fraud charges related to Millennium’s government billing practices, the report said. Paying off the Justice Department was essential to Millennium's continued operation, as an unpaid settlement could have cost the company its right to bill government programs, the report noted. While TA and Mr. Slattery weren't under bankruptcy protection, and weren't defendants in the Justice Department action, they bargained for immunity from lender lawsuits as the price for funding the Justice Department settlement, the report said. The bankruptcy judge found the payments justified the chapter 11 plan that embodied the settlement, which meant Voya had to go along, the report further related. That ruling must be revisited with an eye toward delineating the limits of a bankruptcy court's authority when it comes to determining the legal rights of litigants outside the bankruptcy proceeding, under the decision issued, the report noted. A full-text copy of Judge Stark's Memorandum Opinion dated March 17, 2017, is available at: http://bankrupt.com/misc/deb15-12284-415.pdf About Millennium Lab Millennium Lab Holdings II, LLC, Millennium Health, LLC and Rxante, LLC, providers of laboratory-based diagnostic testing focused on drugs of abuse and clinical medication monitoring, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284, 15-12285 and 15-12286, respectively) on Nov. 10, 2015. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of more than $1 billion. Judge Laurie Selber Silverstein has been assigned the cases. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez & Marsal as financial advisor; and Prime Clerk LLC as claims and noticing agent. NAS HOLDINGS: Unsecureds to Recoup 100% Under Plan -------------------------------------------------- NAS Holdings, Inc., filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a disclosure statement dated March 13, 2017, referring to the Debtor's plan of reorganization dated March 13, 2017. Each holder of Class D General Unsecured Claims will be paid 100% of the claim within 14 days of plan confirmation. Under this class, Discover Bank will be paid $526.11. This class is impaired. Funds for implementation of the Plan will be derived from the Debtors' income, specifically from an operating agreement the Debtor shares with a related entity BGSO, Inc., which operates a franchise of Brixx Woodfired Pizza. The Disclosure Statement is available at: http://bankrupt.com/misc/ncmb16-50346-223.pdf About NAS Holdings, Inc. NAS Holdings, Inc., sought Chapter 11 protection (Bankr. M.D.N.C. Case No. 16-50346) on April 1, 2016. The petition was signed by Neeket Vadgama, vice president. The Debtor is represented by Kenneth Love, Esq., at Love and Dillenbeck Law, PLLC. The case is assigned to Judge Catharine R. Aron. The Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. The Debtor is a holding company, running three franchises of Brixx Wood Fired Pizza in Greensboro and Winston Salem, North Carolina and in Marietta, Georgia. The Bankruptcy Administrator was unable to form a creditors' committee in the Debtor's Chapter 11 cases. NEOVIA LOGISTICS: S&P Lowers CCR to 'SD' on PIK Exchange Offer -------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on U.S.-based logistics provider Neovia Logistics LP and Neovia Logistics Intermediate Holdings LP to 'SD' from 'CC' and removed all ratings from CreditWatch, where they were placed with negative implications on Jan. 11, 2017. Neovia Logistics LP has completed an exchange offer for its 10%/10.75% senior unsecured payment-in-kind (PIK) toggle notes due in 2018. S&P considers this to be a distressed exchange (and thus the equivalent of a default) based on its criteria and the final transaction terms. At the same time, S&P lowered its issue-level rating on the senior unsecured PIK toggle notes issued by Neovia's subsidiaries to 'D' from 'C'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. Additionally, S&P affirmed its issue-level rating of 'CC' on the $465 million senior secured notes maturing in 2020 issued by the company's subsidiaries. The '4' recovery rating is unchanged, indicating S&P's expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of a payment default. S&P's rating on the senior secured notes reflects its expectation that the company will continue to meet its obligations on the senior secured notes. The downgrade follows Neovia's completion of an exchange plan for its senior unsecured PIK toggle notes due in 2018. Under the terms of the offer, the company will exchange $620.40 in principal amount of new exchange notes and $379.60 in cash from capital contributed by its owners for each $1,000 par bond retired. The maturity on the new exchanged senior PIK notes will be in 2020 and subject to an interest rate step-up on April 1, 2018. The notes will also be subject to an interest rate step-down that is dependent on the total net leverage ratio of the company. Neovia has also received covenant relief on its revolving credit facility as part of this transaction. S&P views the proposed transaction as a distressed exchange under its criteria due to the fact that it is probable the company would default on the existing securities over the near term if the exchange did not occur, the exchange pushes out the maturity on the new notes, and S&P believes that the value of the exchange consideration is less than promised full payment. NET ELEMENT: Further Amends Acquisition Agreement With Maglenta --------------------------------------------------------------- Net Element, Inc., a Delaware corporation, and TOT Group Europe, Ltd. and TOT Group Russia LLC, each a subsidiary of Net Element, Inc., a Delaware corporation, entered into the Second Amendment to the Acquisition Agreement with Maglenta Enterprises Inc. and Champfremont Holding Ltd. related to the Acquisition Agreement dated as of May 20, 2015, among the Sellers, the Purchasers and the Target Companies parties to thereto. The Second Amendment further amended the Acquisition Agreement dated as of May 20, 2015, among the Sellers, the Purchasers and the Target Companies parties. Pursuant to the Second Amendment, the parties reconciled the amounts, the calculations, the methodology, the procedures of review and approval, the process and dates of payments in cash and issuances of Consideration Shares in respect to the Deferred Consideration (specifically, the second, third, fourth, fifth Installments and Extra Payment (each as defined in the Acquisition Agreement)). The first paragraph of Section 2.7 and Sub-Sections 2.7.1 through and inclusive of 2.7.5 of the Acquisition Agreement were amended in their entirety to reflect the terms set forth in Annex 1 to the Second Amendment. The Second Amendment stipulated that none of the procedures and/or remedies shall be applicable with respect to any party thereto or the Company in connection with any performance or non-performance, delay or failure to reconcile the Deferred Consideration pursuant to the first paragraph of Section 2.7 and Sub-Sections 2.7.1 through and inclusive of 2.7.5 of the Acquisition Agreement. A full-text copy of the Second Amendment to the Acquisition Agreement among TOT Group Europe, Ltd., TOT Group Russia LLC, Maglenta Enterprises Inc., Champfremont Holding Ltd. and the Target Companies parties to thereto (and acknowledged and agreed to by the Company) is available for free at https://is.gd/DSedLO About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.2 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Net Element had $23.39 million in total assets, $16.82 million in total liabilities and $6.56 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NICKLAS LLC: Court Moves Time of April 6 Plan Confirmation Hearing ------------------------------------------------------------------ The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the Middle District of Pennsylvania entered an amended order approving Nicklas, LLC's third amended disclosure statement in support of the Debtor's plan of reorganization filed on Feb. 13, 2017. The hearing to consider the confirmation of the Plan has been moved to 10:00 a.m., on April 6, 2017, instead of 9:30 a.m., as previously reported by the Troubled Company Reporter. March 22, 2017, is the last day for filing written acceptances or rejections of the Plan. March 22, 2017, is also the last day for filing objections to the confirmation of the Plan. March 29, 2017, is the last day for the Debtor to file with the Court a tabulation of ballots accepting or rejecting the Plan. As reported by the TCR, the Debtor filed with the Court the Third Amended Disclosure Statement, which states that Lehman Family Foundation has been granted a second priority mortgage lien on the property located at 100 Sunset Boulevard W., Chambersburg, in Franklin County, Pennsylvania, to collateralize the sum of approximately $566,000. The amount known as the New Lehman Loan will be then paid in full, together with interest at the rate of 3% per annum, over a 25-year amortization. Regular monthly payments will start as of the Effective Date. It is believed that these monthly payments will be approximately $2,685 per month. The amount of the New Lehman Loan is believed to be approximately $566,000. About Nicklas LLC Nicklas LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-02742) on June 26, 2015. The Petition was signed by one of its member, Rebecca D. Nicklas. The Debtor's counsel is Robert E. Chernicoff, Esq. at Cunningham, Chernicoff & Warshawsky P.C. of 2320 North Second Street, Harrisburg, PA. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $500,000 to $1 million in estimated liabilities. NORTHWEST GOLD: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: Northwest Gold LLC PO Box 336 Ester, AK 99725-0336 Case No.: 17-00100 About the Debtor: The Debtor has a fee simple interest in a property located at 351 Parks Hwy, Ester, AK 99725 in ground mineral value of @1,100 acres of patented mining claims, Cripple Creek-Ester, valued at $12.26 million. It also has a fee simple interest in a property located at 351 Parks Hwy, Ester, AK 99725-0336. The property includes 3500 sq ft house, insulated gold shop, insulated shop/garage & acreage with a valuation of $2 million (exclusive of mineral value). Airport Equipment Rentals holds a secured claim of $6.2 million and Walter Wigger holds a secured claim of $4.4 million against the Debtor. Richardson Fabrication is the Debtor's sole unsecured creditor holding a claim of $165,000. The Company recorded gross revenue of $174,465 in 2016 and gross revenue of $107,374 in 2015. Chapter 11 Petition Date: March 21, 2017 Court: United States Bankruptcy Court District of Alaska (Fairbanks) Debtor's Counsel: Erik LeRoy, Esq. ERIK LEROY 500 L Street, Suite 302 Anchorage, AK 99501 Tel: (907) 277-2006 E-mail: erik@alaskanbankruptcy.com Total Assets: $26.02 million Total Debt: $12.01 million The petition was signed by Robert Knappe, Jr., manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/akb17-00100.pdf NPC INT'L: S&P Affirms 'B-' CCR & Rates New 1st Lien Loans 'B' -------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Overland Park, Kan.-based NPC International Inc. The outlook is stable. S&P assigned its 'B' issue-level ratings to the company's new first-lien secured revolver and term loan. The recovery ratings on these facilities is '2', indicating S&P's expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. S&P also assigned its 'CCC' issue-level rating to the company's new second-lien term loan. The recovery rating is '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. "The affirmation and improved business risk profile assessment, which we revised to weak from vulnerable, reflect our expectations that NPC should be able to successfully integrate the 202 additional Wendy's restaurants (62 are under asset purchase agreement and 140 are under exclusive negotiation) as NPC has a long history of growth through acquisitions, having most recently acquired about 40 Wendy's units in 2016," said credit analyst Olya Naumova. "The acquisition positions the company as the largest franchisee of both Pizza Hut and Wendy's brands, further diversifies revenue and EBITDA contribution away from the historically underperforming Pizza Hut segment, and diversifies its exposure to commodities, moving into proteins and away from cheese." The stable outlook on NPC reflects S&P's expectation for continued stable cash flows and modest market share gain through increased concept and commodity diversification, improved promotional strategies and enhanced digital interaction with customers. S&P expects leverage in the mid-5x area and believe the ability to decrease capex spending to maintenance levels provides moderate downside cushion to the rating. S&P could consider a positive rating action if the company successfully integrates additional acquired Wendy's restaurants and sustains positive same-store sales, gross margins, and EBITDA growth all resulting in leverage in the low-5x range. This could occur if gross and EBITDA margins expand more than 100 basis points above our expectations in 2017. Another way for this to occur is if the company lowers debt levels and consequently, interest expense. S&P could lower its rating if NPC's operating performance continues to weaken as a result of slower than expected revitalization of the Pizza Hut segment and underperformance of Wendy's segment with overall continued negative same-store sales, causing NPC's gross margin to erode rather than improve in the coming year. This would result in leverage above 6x, decreased liquidity, negative FOCF, and S&P's reassessment of capital structure as unsustainable in the long term. NRMT LLC: Seeks to Employ Wilcox as Counsel ------------------------------------------- NRMT, LLC seeks approval from the US Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to employ Robert D. Wilcox and Wilcox Law Firm as counsel. The Firm's professional services would be related to the representation of the Debtor in bankruptcy and related litigation, including the development and implementation of a Chapter 11 plan of reorganization. The Firm's fees will be computed on an hourly basis for services rendered. Mr. Wilcox's hourly rate is $325.00 per hour. Mr. Wilcox will be assisted by one or more other attorneys, with partner rates ranging from $225.00 to $400.00 per hour and associate rates ranging from $165.00 to $235.00 per hour. Robert D. Wilcox attests that neither he nor the Firm holds any interest adverse to the Debtor. Neither he nor the Firm has any connection with the Debtor other than as its counsel in this matter, nor do they have any connection with the United States Trustee. He believes both he and the Firm are "disinterested persons" under Section 327 of the Bankruptcy Code. The Firm can be reached through: Robert D. Wilcox Elizabeth R. P. Bowen WILCOX LAW FIRM 820 AIA North, Suite W-15 Ponte Vedra Beach, FL 32082 Telephone: (904) 405-1248 Email: rw@wlflaw.com eb@wlflaw.com About NRMT, LLC NRMT LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-00702) on March 1, 2017. The Debtor is represented by Robert D. Wilcox, Esq. of Wilcox Law Firm. OCH-ZIFF CAPITAL: S&P Lowers ICR to 'BB' on Higher Leverage ----------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit ratings on Och-Ziff Capital Management Group LLC, OZ Management L.P., OZ Advisors L.P., OZ Advisors II L.P.(collectively, these three partnerships are referred to as the operating group), and Och-Ziff Finance Co. LLC to 'BB' from 'BB+'. The outlook is negative. At the same time, S&P lowered its senior unsecured debt rating to 'BB' from 'BB+' and revised its recovery rating to '4' (indicating expected recovery prospects of 45%) from '3'. "The downgrade reflects the expense guidance Och-Ziff recently provided on compensation and noncompensation costs, as well as the stable assets under management (AUM) the company has been reporting in the last few months against a rallying market, suggesting that the company is continuing to experience asset outflows." said S&P Global Rating credit analyst Sebnem Caglayan. Och-Ziff said that in 2017, it expected base salaries and benefits to be $100 million to $105 million and noncompensation expenses, including interest expense, to be $140 million to $155 million. S&P believes that performance will be below its initial forecast for the next 12 months, in part because of negative operating leverage. When S&P factors the newest expense guidance into its key credit metrics calculation, S&P expects weighted debt to EBITDA to be 3.0x-4.0x, versus 2.0x-3.0x previously. The negative outlook reflects that S&P expects the company to maintain leverage of 3.0x-4.0x while AUM and EBITDA continue to decline in the next 12 months. The negative outlook also incorporates S&P's expectation that there is a one-in-three likelihood that it could downgrade Och-Ziff in the next 12 months if continued significant outflows and lagging investment performance result in a further reduction in AUM and EBITDA, which would lead to a deterioration in S&P's our assessment of the company's business risk or in higher leverage, such that debt to EBITDA exceeds 4.0x on a sustained basis. Additionally, to the extent the company experiences further outsize operational risk events, S&P may lower the rating to reflect potentially weaker governance than peers. S&P could revise the outlook to stable in the next 12 months if the company reverts to positive net flows for several consecutive quarters while stabilizing investment performance. An upgrade is highly unlikely unless S&P believes the improvement in asset flows and investment performance will be significant enough to result in leverage below 3.0x on a sustained basis. PARAGON OFFSHORE: Cancels Unissued Shares under Bonus Plans ----------------------------------------------------------- Paragon Offshore plc filed filed with the Securities and Exchange Commission Post-Effective Amendments to deregister all shares of the Company's ordinary shares, $0.01 par value per share, that remain un-issued under these Registration Statements on Form S-8: -- Registration Statement on Form S-8 (No. 333-198139), pertaining to the registration of an aggregate of 500,000 Shares, issuable under the Paragon Offshore plc 2014 Director Omnibus Plan, filed with the Commission on August 14, 2014. -- Registration Statement on Form S-8 (No. 333-198140), pertaining to the registration of an aggregate of 8,475,340 Shares, issuable under the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan, filed with the Commission on August 14, 2014. -- Registration Statement on Form S-8 (No. 333-203979), pertaining to the registration of an aggregate of 1,000,000 Shares, issuable under the Paragon Offshore plc 2014 Director Omnibus Plan, filed with the Commission on May 8, 2015. -- Registration Statement on Form S-8 (No. 333-203980), pertaining to the registration of an aggregate of 3,200,000 Shares, issuable under the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan, filed with the Commission on May 8, 2015. In anticipation of the approval and effectiveness pursuant to an order of the Bankruptcy Court of the Company's chapter 11 plan of reorganization, the offerings pursuant to the Registration Statements have been terminated. In accordance with the undertaking made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Company hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements. About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. 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. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. * * * In February 2017, Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a third joint Chapter 11 plan and disclosure statement. Each holder of an allowed Class 5 General Unsecured Claim will be entitled to receive cash in the amount equal to the lesser of (a) 26% of the amount of the holder's allowed claim and (b) its pro rata share of $5,000,000, or a higher amount as may be agreed between the Debtors and the requisite lenders. This class is impaired by the Plan. Plan distributions of cash will be funded from the Debtors' and the Reorganized Debtors' cash collateral or unencumbered cash, as the case may be, in accordance with the terms of the Plan. A copy of the Third Joint Plan is available at: http://bankrupt.com/misc/deb16-10386-1234.pdf PARAGON OFFSHORE: de Groot & Hammersley's Equity Panel Bid Pending ------------------------------------------------------------------ Marcel de Groot, based in Antwerpen, Belgium; and Michael Richard Hammersley, based in Greensboro, North Carolina, disclosed that they may be deemed to beneficially own 4,336,483 shares or roughly 4.92% of the Paragon Offshore, plc's Common Stock, $1.00 par value, as of March 20, 2017, according to a regulatory filing with the U.S. Securities and Exchange Commission by Mr. Hammersley's Brightleaf Advisory Group, LLP. Brightleaf disclosed that both Messrs. de Groot and Hammersley are currently seeking an Equity Committee in regard to the proceedings filed by Paragon Offshore, plc., and their related subsidiaries under Chapter 11 of the United States Bankruptcy Code. No Equity Committee has been appointed. Further, Messrs. de Groot and Hammersley also have filed a claim against Paragon Offshore, plc., and each of its subsidiaries in the amount of $1,100,000,000. This claim has also been filed against each member of the Management of Paragon Offshore, plc., as well as each member of the current Board of Directors of Paragon Offshore, plc., as well as PriceWaterhouseCoopers, LLP as auditor for Paragon Offshore, plc. de Groot and Hammersley Nominate 3 Board Members In an amended Schedule 14N filing last month, Messrs. de Groot and Hammersley disclosed that they may be deemed to own in the aggregate 4,448,483 shares -- which constitutes approximately 5% -- of the outstanding Common Stock of Paragon Offshore, plc. Mr. de Groot beneficially owns 4,336,483 shares of Common Stock and Mr. Hammersley beneficially owns 112,000 shares of Common Stock. Messrs. de Groot and Hammersley also indicated that they nominated Mr. Randall D. Stilley, Mr. Mark B. Slaughter, and Mr. Robert Joe Tondu to the Board of Directors of Paragon Offshore. The nomination shall be considered at the meeting to be held at the request to establish this requisition. The principal business of Messrs. de Groot and Hammersley is making investments for their own accounts as well as serving as the manager of these accounts. Shares of Paragon Offshore, plc, Common Stock owned directly by the Nominee Mr. Randall D. Stilley were purchased with personal funds at an average price of $3.00 per share. The Schedule 14N filing provided biographical information of the Nominees: (A) Randall D. Stilley Randall D. Stilley, 63, is a proven leader with restructuring, startup and turnaround experience; and is adept in public and private company environments. He was President and Chief Executive Officer of Paragon Offshore plc (NYSE: PGN) from its inception in February 2014 to November 2016. Mr. Stilley has 40 years of direct Oil Field Services industry experience. From May 2011 to February 2014 he was Managing Partner at SEH Offshore, LLC, a privately held entity. He also served as President and Chief Executive Officer of Seahawk Drilling, Inc. (NASDQ: HAWK) from September 2008 to May 2011. Earlier, he was one of the founders, and served President and Chief Executive Officer of Hercules Offshore, Inc. (NASDAQ: HERO) from October 2004 to July 2008. From December 2003 to October 2004, Mr. Stilley was President and Chief Executive Officer of Seitel, Inc. Before Seitel, Mr. Stilley was President of the Oilfield Services Group at Weatherford International, Inc. (NYSE: WFT) from 1998 to 2000. Prior to joining Weatherford, Mr. Stilley served in a variety of senior management positions with Halliburton Company for 22 years (1976-1998) (NYSE: HAL), including Vice President of Completions & Production Enhancement and Vice President of Asia Pacific/China. He is a registered professional engineer in the State of Texas, and a member of the Society of Petroleum Engineers. Mr. Stilley served as a director and non-executive Chairman of ThruBit Logging Solutions from October 2007 until December 2011 when the company was sold to Schlumberger (NYSE: SLB). He served as a director and member of the Executive Committee of the International Association of Drilling Contractors from 2005-2016. He also served as a director and member of the executive committee of the National Ocean Industries Association from 2004 until 2012. He is a director of several non-profit organizations including Theatre Under The Stars, Boys and Girls Country of Houston, the Boys and Girls Country Endowment, and the Hobby Center Foundation. Mr. Stilley received a Bachelor of Science Degree in Aerospace Engineering from the University of Texas at Austin in 1976. Directorships for the past ten years: Hercules Offshore, Inc.(NASDAQ) (2004 to 2008), ThruBit Logging Solutions LLC (2007 to 2011), Seahawk Drilling, Inc. (NASDAQ) (2009 to 2011), Paragon Offshore plc 2014-2016 (NYSE). Mr. Stilley Nominee beneficially owns 33,500 shares of Common Stock that he purchased in December of 2014 with personal funds. (B) Mark B. Slaughter Mark B. Slaughter, 58, is a proven leader in both public and private company settings, with startup, turnaround and mergers and acquisitions experience gained in the oilfield services and remote communications industries. Mr. Slaughter most recently was the chief executive officer, president and a board member at RigNet, Inc. (NASDAQ: RNET), a leading global provider of remote communications solutions to the oil and gas industry, with Paragon Offshore plc as a premier client. Over his nine-year tenure at RigNet from August 2007 through January 2016, he took a troubled, but promising, $50 million private equity backed business through a successful IPO to a peak valuation of over $1 billion. From January 2007 to July 2007, he served as president and chief operating officer at RigNet. Before RigNet, Mr. Slaughter served in executive and management roles at Halliburton Company, Reliant Energy, United Technologies and Stratos Global Corporation. He serves on the boards of two non-profit organizations: Boys and Girls Country of Houston; and the Center for Christianity in Business at Houston Baptist University. Named a 2014 EY Entrepreneur of the Year region winner and national finalist, he completed United Technologies Executive Program at the University of Virginias Darden Graduate School of Business and attended Stanford Law Schools Directors College. Mr. Slaughter is the recipient of the 2016 Lifetime Achievement Award in Energy from the Houston Technology Center. He holds an A.B. from Harvard College and an MBA from Stanford Universitys Graduate School of Business. Directorships for the past ten years: RigNet, Inc. (Nasdaq: RNET) from 2010 to 2016; and Geoforce Inc. from 2014 through current. (C) Robert Joe Tondu Mr. Tondu, 66, is the CEO and sole shareholder of Tondu Corporation, a business development and investment company that develops, owns, and operates electric energy production facilities and manages the Tondu family private investment office Tondu Corporation was started by Mr. Tondu in 1978 and has invested over $240 million in power plant projects in the US and Canada. Over his career Mr. Tondu has been responsible for assembling and leading numerous major project development teams. These efforts involved defining innovative strategies to address first-of-a-kind challenges in contract creation, public involvement, marketing, and creative financing. In addition, Mr. Tondu has taken an active role in energy public policy and was instrumental in the creation of legislation supporting the development of the energy policy framework and the renewable energy initiatives for the State of Michigan. Prior to the creation of Tondu Corporation, Mr. Tondu worked as a geologist in the Southern Division of Getty Oil Company and was actively involved in drilling oil and gas wells throughout the Texas onshore and bay water Gulf Coast. After leaving Getty Oil in 1978 and the formation of the predecessor of Tondu Corporation, Mr. Tondu directed the companys exploration and development of oil and gas assets in Texas and Louisiana. This effort involved identifying and leasing drilling prospects, raising investment capital, and managing the drilling and production of oil and gas wells. Mr. Tondu has a wide range of business investment experience including investments in electric power marketing, real estate development, steel manufacturing, medical technology research, and venture capital. Mr. Tondu received a Bachelor of Science in geology from Grand Valley State College in 1973 and a Master of Science in geology in 1976 from the University of Texas at Austin. The Nominees Mark B. Slaughter and Robert Joe Tondu presently are, and if elected as directors of the Company, the Nominees would be, independent directors within the meaning of Section 301 of the Sarbanes-Oxley Act of 2002. The Nominees are not a member of the Company's compensation, nominating or audit committee that is not independent under any such committees applicable independence standards. About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. 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. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. * * * Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a third joint Chapter 11 plan and disclosure statement. Each holder of an allowed Class 5 General Unsecured Claim will be entitled to receive cash in the amount equal to the lesser of (a) 26% of the amount of the holder's allowed claim and (b) its pro rata share of $5,000,000, or a higher amount as may be agreed between the Debtors and the requisite lenders. This class is impaired by the Plan. Plan distributions of cash will be funded from the Debtors' and the Reorganized Debtors' cash collateral or unencumbered cash, as the case may be, in accordance with the terms of the Plan. A copy of the Third Joint Plan is available at: http://bankrupt.com/misc/deb16-10386-1234.pdf PARAGON OFFSHORE: Objections to Equity Panel Bid ------------------------------------------------ Saying that shareholders have not provided any evidence beyond mere speculation that equity is substantially likely to receive a meaningful distribution in their chapter 11 cases, Paragon Offshore plc and its affiliated debtors ask the Delaware Bankruptcy Court to deny the request of the Unofficial Equity Committee for the appointment of an official committee of equity security holders. The Debtors contend that mere speculation is not enough to satisfy the Shareholders' heavy burden to show that extraordinary circumstances exist here to warrant appointment of an equity committee. The Debtors insist they are insolvent, and there is a $1.337 billion gap at the midpoint value before equity could begin to realize a recovery. Equity has no likelihood of any recovery, let alone a substantial likelihood of a meaningful recovery, they assert. The Shareholders argue that appointment is warranted because the cases are complex due to the U.K. Administration and they lack adequate representation. The Debtors tell the Court that the U.K. Administration itself is irrelevant for purposes of determining whether the Shareholders will receive a recovery in these chapter 11 cases; it is a mere implementation tool for effectuating the treatment of Parent Equity Interests that is proposed under the New Plan. The Debtors also note that the Shareholders are adequately represented. Throughout these chapter 11 cases, the Debtors have used their good faith efforts to provide the best recovery possible in these chapter 11 cases for the interests of all stakeholders, including old equity as appropriate. Now, the Debtors can no longer continue to risk the reorganization of the overall enterprise to try to get a recovery to the Shareholders. Further, the Shareholders have provided no compelling evidence or reason as to why the Debtors should place their restructuring in such a precarious position. On January 30, 2017, Dr. Bijan Badihian, Stephan Anderson, Randall D. Stilley, and Michael R. Hammersley sent a request, by and through their counsel, of which they retained for the limited engagement of requesting the appointment of an Equity Committee to Ms. Natalie Cox, Esq. in the Office of the United States Trustee for the District of Delaware. On February 8, the Official Committee of Unsecured Creditors sent a reply to the request that the Official Unsecured Committee had no objection to this request, and had some of the same concerns that the Equity Holders had. On February 9, the Debtors by and through their counsel, sent their reply objecting to the request of the Equity Holders. Also on February 9, the Secured Lenders, by and through their counsel, sent a reply to the Equity Holders request, also objecting to the formation of an Official Equity Committee. On February 14, the Equity Holders sent a reply letter to the United States Trustee countering the objections of the Debtors and the Secured Lenders. On February 17, the counsel of the Equity Holders sent along a letter from the Office of the United States Trustee's decision to deny the appointment of an Official Equity Committee. The United States Trustee did not state a reason for this denial and reserved the right to change this decision at any time. On Mach 9, the Equity Holders filed their Request for Appointment with the Bankruptcy Court. They informed the Court that, since the filing of the 8-K by Paragon on January 18, 2017, they have taken upon themselves to prove that the clear path laid out by Judge Christopher Sontchi in his ruling on Paragon's Second Plan was accomplishable. They Unofficial Equity Committee solicited the assistance of former Chief Executive Officer, Randall D. Stilley to put forth a cost cutting plan that will allow for the successful emergence of the Debtor in these cases. Some of the elements of this plan include: (i) an efficiency implementation plan that will eliminate $45 million a year in frivolous spending; (ii) the settlement of the claims against Petrobras for no less than $65 million; (iii) a renegotiated Noble Settlement that includes a one-time 'make whole' cash payment from Noble Corp., plc., to the parties under the SENIOR SECURED TERM LOAN AGREEMENT, dated as of July 18, 2014, in the principal amount of $650,000,000.00; as well as a one-time cash payment from Noble Corp., plc., to the parties under that certain SENIOR NOTES INDENTURE, dated as of July 18, 2014, in the amount of $285,000,000.00; (iv) a debt for equity swap with the Bondholders that allows for Bondholders to receive 47% of the equity in the Reorganized Debtor; (v) Modify the SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 17, 2014 to include a $165 million cash pay down with the balance of approximately $631 million, including approximately $87 million of outstanding letters of credit, converted to a term loan due in 2021 at an interest rate of LIBOR plus 4.50% with a 1.00% LIBOR floor. The minimum liquidity covenant will be reduced from $110 million to $103 million and the holiday on the maximum net leverage ratio and the minimum interest coverage ratio financial covenants will be extended to the first quarter of 2019 when they will be reintroduced with a cushion; (vi) Existing shareholders to retain 53% of the equity in the Reorganized Debtor. The Shareholders have set up a Web site at http://www.paragonoffshoreshareholders.com/ The Debtors and their Lenders lodged objections to the Request. DC Capital Advisors ltd. filed a Joinder to the Request. JPMorgan Chase Bank, N.A., as Revolver Agent under the Revolver Facility and as Collateral Agent; and Cortland Capital Market Services LLC, as Successor Administrative Agent for the Term Loan Lenders submit a joint objection to the Request. They contend that in light of the stark economic realities and based upon the Court's confirmation decision and the substantial evidentiary record developed over the course of two plan confirmation trials in these Chapter 11 Cases, the Equity Holders cannot establish that the extraordinary relief of an offrcial equity committee is warranted in these Chapter 11 Cases. They also point out that the Third Joint Plan provides, among other things, for conversion of significant portion of the claims of Revolver Lenders, Term Lenders and the Noteholders into equity of the reorganized Debtors and provides for the extinguishment of Existing Equity Interests through an administration proceeding in the U.K. While the Noteholders do not support the Third Joint Plan, there can be no dispute that there is no value for existing equity. Creditors Committee to Defer The Official Committee of Unsecured Creditors tells the Bankruptcy Court that it agrees that there is an "odoriferous" nature to the "sudden assertion" by the Debtors' secured lenders of a brand new $617 million adequate protection claim, that the Debtors are "generously compromising" for a $352 million cash payment. The Official Committee views the Secured Lenders' alleged adequate protection claim, and the Debtors' proposed settlement of it, as unsupportable, both as a matter of fact and law. The Creditors Committee also says the Request and Joinder raise numerous legitimate concerns in respect of the Noble Settlement. The Official Committee similarly questions the value of the settlement in relation to the changed legal and factual circumstances since the Court's denial of the confirmation of the Second Plan of Reorganization. The Official Committee, as an independent fiduciary, vigorously opposes the Noble Settlement. Finally, as DC Capital points out, the Official Committee opposes the Third Plan and has concerns about the divergent path these cases have recently taken. With all of that said, when earlier asked by the United States Trustee for its views on the appointment of an Official Equity Committee, the Official Committee relayed its similar concerns and deferred to the judgment of the United States Trustee as to whether appointment of an Official Equity Committee was warranted. That judgment having been made, the Official Committee similarly defers to the judgment of the Court as to whether the issues raised in the Request and Joinder justify departing from the United States Trustee's prior determination. A hearing on the Request is set for March 27 in Wilmington, Delaware. About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. 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. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014: Sandeep Qusba, Esq. Kathrine A. McLendon, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Delaware counsel to JPMorgan Chase Bank, N.A.: Landis Rath & Cobb LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Adam G. Landis, Esq. Kerri K. Mumford, Esq. Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014: Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, NY 10019 Scott D. Talmadge, Esq. Benjamin Mintz, Esq. Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C.: Potter Anderson & Corroon LLP 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, DE 1899 Jeremy W. Ryan, Esq. Ryan M. Murphy, Esq. D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024: Morgan, Lewis, & Bockius LLP 101 Park Avenue New York, NY 10178 James O. Moore, Esq. Glenn E. Siegel, Esq. Joshua Dorchak, Esq. * * * Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a third joint Chapter 11 plan and disclosure statement. Each holder of an allowed Class 5 General Unsecured Claim will be entitled to receive cash in the amount equal to the lesser of (a) 26% of the amount of the holder's allowed claim and (b) its pro rata share of $5,000,000, or a higher amount as may be agreed between the Debtors and the requisite lenders. This class is impaired by the Plan. Plan distributions of cash will be funded from the Debtors' and the Reorganized Debtors' cash collateral or unencumbered cash, as the case may be, in accordance with the terms of the Plan. A copy of the Third Joint Plan is available at: http://bankrupt.com/misc/deb16-10386-1234.pdf PARAGON OFFSHORE: Reports $338 Million Net Loss for 2016 -------------------------------------------------------- Paragon Offshore plc has filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Paragon Offshore posted a net loss of $338,356,000 in 2016, narrower compared to a net loss of $999,612,000 for 2015 and $646,805,000 for 2014. Total operating revenues continue to slide. Paragon Offshore posted revenues of $636,176,000 for 2016, against $1,492,428,000 in revenues in 2015 and $1,993,762,000 in 2014. The Company had total assets of $1,903,731,000 against total liabilities of $2,736,488,000 as of December 31, 2016. In a press statement, Paragon reported a fourth quarter 2016 net loss of $244.4 million, or a loss of $2.78 per diluted share, as compared to fourth quarter 2015 net loss of $23.3 million, or $0.27 per diluted share. Results for the fourth quarter of 2016 included a $129.9 million, or $1.48 per share, non-cash asset impairment charge primarily related to six jackups and other capital spares. Excluding this charge, Paragon's adjusted net loss for the fourth quarter of 2016 was $114.5 million, or a loss of $1.30 per diluted share. The Company's 2016 financial and operating results include: -- operating revenues totaling $636 million; -- net loss of $338 million or a loss of $3.87 per diluted share; -- pre-tax impairment charge of $130 million; and -- net cash from operating activities totaling $253 million The Company on January 18, 2017, announced that it reached agreement in principle with a steering committee of lenders under its Revolving Credit Agreement and an ad hoc committee of lenders under its Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors. On February 7, 2017, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company's existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Revolver Lenders and lenders under our Term Loan Agreement of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to holders of the Company's Senior Notes of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan. Existing shareholders of the Company will not receive a recovery under the New Plan. The New Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court. The Company has been and remains in discussions with the Bondholders, who have currently not agreed to support the New Plan, and therefore, there is no guarantee that the New Plan will be approved. A copy of the 2016 Annual Report is available at https://goo.gl/OQkGaQ A copy of the Company's press statement announcing its fourth quarter and annual financial results is available at https://goo.gl/gLmqjC About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. 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. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. * * * Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a third joint Chapter 11 plan and disclosure statement. Each holder of an allowed Class 5 General Unsecured Claim will be entitled to receive cash in the amount equal to the lesser of (a) 26% of the amount of the holder's allowed claim and (b) its pro rata share of $5,000,000, or a higher amount as may be agreed between the Debtors and the requisite lenders. This class is impaired by the Plan. Plan distributions of cash will be funded from the Debtors' and the Reorganized Debtors' cash collateral or unencumbered cash, as the case may be, in accordance with the terms of the Plan. A copy of the Third Joint Plan is available at: http://bankrupt.com/misc/deb16-10386-1234.pdf PAUL'S LIQUOR: April 26 Disclosure Statement Hearing ---------------------------------------------------- The hearing to consider the approval of the disclosure statement explaining Paul's Liquor, Inc.'s plan of reorganization will be held on April 26, 2017, at 10:30 A.M. The Troubled Company Reporter previously reported that Class 4 General Unsecured Claims will not be paid in full. These claims will be paid a total of $100,000, approximately 10% of the total amount due. Payment to this class will be made in pro rata distributions in three equal annual payments of $33,333. Payments will be made each year commencing two years after the effective date of the Plan. This class is impaired. Based on the Debtor's projected budget and funding, the Debtor's operations moving forward will generate sufficient monies to meet the required funding under the Plan, rendering the Plan feasible. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/dcb16-00453-51.pdf About Paul's Liquor Paul's Liquor, Inc., is a family owned and operated retail liquor store. It has been selling wine, beer and spirits throughout Washington, DC, and the surrounding communities for more than 33 years. It has operated from the same location-5205 Wisconsin Avenue, Washington, DC-since 1985. In addition to its brick and mortar storefront sales, Debtor also makes sales through the Internet, shipping wine, beer and alcohol across the country where permissible. It is jointly owned and operated by the families of Rick Bellman and Steve Bellman. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 16-00453) on Sept. 2, 2016. The petition was signed by Rick Bellman, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Richard L. Gilman, Esq., at Gilman & Edwards, LLC, serves as the Debtor's bankruptcy counsel. PEABODY ENERGY: Wins Confirmation of Chapter 11 Plan ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri on March 17, 2017, entered an order confirming Peabody Energy Corp.'s Second Amended Join Plan of Reorganization as revised March 15, 2017. The Plan will become effective when certain conditions are satisfied or waived, including: (a) the documents governing the Reorganized Debtors' new $950 million senior secured term loan must have been duly executed and delivered by the Reorganized Debtors parties thereto, and all conditions precedent to the consummation of the Exit Facility must have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Facility must have occurred; (b) the conditions precedent to the consummation of the Rights Offering and the Private Placement must have been satisfied or waived by the parties thereto, and the Reorganized Debtors must have received (or will receive simultaneously with the consummation of the Plan) the amounts required to be funded thereunder in the aggregate gross amount of not less than $1.5 billion; (c) all documents and agreements necessary to implement the Plan must have been executed; and (d) the Debtors must have received all authorizations, consents, legal and regulatory approvals, rulings, letters, no-action letters, opinions or documents that are necessary to implement the Plan and that are required by law, regulation or order. The date on which all conditions to the effectiveness of the Plan have been satisfied or waived will be the "Effective Date" of the Plan. It is possible that amendments could be made to the Plan prior to the Effective Date. In a press statement dated March 16, Peabody Energy said the judge presiding over the company's Chapter 11 process has ruled that he intends to confirm the company's amended plan of reorganization after finalization of language regarding a settlement with the U.S. Department of Justice. The plan, which received overwhelming support from creditors with an overall approval rate of 93 percent and unanimous acceptance by all 20 voting classes, articulates Peabody's strategy to emerge from the Chapter 11 process with a strong balance sheet, well positioned to build a successful future for the company's stakeholders. Peabody expects to emerge from Chapter 11 in early April 2017, less than one year after commencing the Chapter 11 process. "Peabody has accomplished the goals set out nearly a year ago, against an industry backdrop that has strengthened. Today's confirmation marks a major milestone in Peabody's journey and one of the final steps toward our successful emergence from Chapter 11," said Peabody President and Chief Executive Officer Glenn Kellow on March 16. "I would like to thank the Peabody team and all parties involved for their hard work. While there is no question that this has been a difficult process, we can all be proud of the broad consensus reached by so many stakeholders and the rapid way so many came together to agree to a path forward for the new Peabody. Today's outcome further builds on our momentum as we move to emergence and position Peabody for long-term success." Under the Amended Plan, General Unsecured Claims: -- against Peabody Energy will receive a pro rata share of $5 million in cash plus an amount of additional cash (up to $2 million) not otherwise paid to holders of Convenience Claims. -- against the Encumbered Guarantor Debtors will receive (1) Reorganized Peabody Common Stock and subscription rights in the Rights Offering or (2) at the election of the claim holder, cash from a pool of $75 million in cash to be paid by the Debtors and the Reorganized Debtors into a segregated account in accordance with the terms set forth in the Plan. "Encumbered Guarantor Debtors" means all Debtors entities (other than Peabody Energy and Gib 1 and the Gold Field Debtors (each as defined below)) that serve as guarantors under the Company's first lien credit agreement, second lien notes and unsecured senior notes and are subject to liens under the first lien credit agreement and the second lien notes. -- against the Gold Fields Debtors will receive Units in the Gold Fields Liquidating Trust. "Gold Fields Debtors" means five legacy Debtor entities that have no current operations and that had been conducting environmental clean-up and performing remediation obligations related to non-coal mining activities. -- against Peabody Holdings (Gibraltar) Limited ("Gib 1") will have no recoveries. -- against the Unencumbered Debtors will receive Cash in the amount of such holder's allowed claim, less any amounts attributable to late fees, postpetition interest or penalties. "Unencumbered Debtors" means the Debtor entities that do not guaranty, and are not subject to the liens arising under, the Company's first lien credit agreement or the second lien notes indenture, nor are they guarantors of the unsecured senior notes. Holders of First Lien Lender Claims will be paid in full in cash or will receive a combination of cash and a replacement secured first lien term loan. Holders of Second Lien Notes Claims will receive a combination of (1) $450 million of cash, first lien debt or new second lien notes and (2)(a) new common stock, par value $0.01 per share, of Reorganized Peabody Common Stock and (b) subscription rights in the Rights Offering. In the past year, Peabody has reduced pre-filing debt levels by more than $5 billion, lowered fixed charges related to hedging and take-or-pay commitments, decreased royalty payments and sold non-core assets. The company has done so while achieving record results in safety and costs, continuing to serve global coal customers, minimizing impacts upon employees and communities, strengthening the Australian platform, restoring the land and securing bonding assurances, obtaining exit financing on attractive terms and further aligning employees in a shared future. Peabody's plan of reorganization will become effective upon emergence, at which time the company's existing equity under the ticker symbol BTUUQ will be extinguished with no value. Following emergence, Peabody expects its new equity to trade on the New York Stock Exchange. A copy of the Amended Plan dated March 15 is available at https://goo.gl/9rFiuc A copy of the Court's Confirmation Order is available at https://goo.gl/Du9hcS About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PRESIDIO DEVELOPERS: To Hire Don Coker as Expert Banking Witness ---------------------------------------------------------------- Presidio Developers, LLC seeks approval from the US Bankruptcy Court for the Northern District of Florida, Pensacola Division, to hire Don Coker as expert banking witness. Mr. Coker shall provide on an "as needed" basis, case review, investigation, research, reports, calculations, consultation, advice, opinions, deposition testimony by either side for any purpose, presence and consultation at depositions of others, courtroom testimony, stand-by time, travel time, and other reasonable services that may be needed in conjunction with the case at hand. The Debtor shall pay to Mr. Coker the sum of $495.00 per hour payable in advance upon estimated work completion times and schedules as well as estimated travel expenses for any required trips. Don Coker attests he does not have any other connection with the Debtor; and represent any interest adverse to the Debtor. Mr. Coker can be reached through: Don Coker 423 Latimer Street Woodstock, GA 30188-5052 Tel.: 770-852-2286 About Presidio Developers Presidio Developers, LLC is a real estate investment and development firm focused on urban infill real estate projects primarily in the Western United States with a concentration in the San Francisco Bay Area. Presidio filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 12-30783) on May 29, 2012. The Debtor is represented by David Luther Woodward, Esq., at Law Offices Of David Luther Woodward PA; and William L Martin, III, Esq., at Keefe, Anchors & Gordon, P.A. PRIME GLOBAL: Expects to Report First Quarter Revenue of $327K -------------------------------------------------------------- Prime Global Capital Group Incorporated filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended Jan. 31, 2017. The Company was unable to file the subject report in a timely manner because it was not able to timely complete its financial statements without unreasonable effort or expense. The Company's Consolidated Statements of Operations are expected to reflect net revenues of approximately $326,576 for the three month period ended Jan. 31, 2017, compared with net revenues of $412,749 for the same period ended Jan. 31, 2016. The Company is expected to have cost of revenue of approximately $131,702 for the three month period ended Jan. 31, 2017, as compared to $172,414 for the same period ended Jan. 31, 2016. The Company also decreased its general and administrative expenses from $129,945 for the three months ended Jan. 31, 2016, to approximately $111,472 for the same period ended Jan. 31, 2017. Accordingly, the Company expects to have income from operations of approximately $83,402 for the three-month period Jan. 31, 2017, as compared to a $110,390 from the same period ended Jan. 31, 2016. About Prime Global Kuala Lumpur, Malaysia-based Prime Global Capital Group Inc (OTCBB:PGCG), through its subsidiaries, is engaged in the operation of a durian plantation, leasing and development of the operation of an oil palm plantation, commercial and residential real estate properties in Malaysia. Prime Global reported a net loss US$1.59 million for the year ended Oct. 31, 2015, compared to a net loss of US$1.33 million for the year ended Oct. 31, 2014. As of July 31, 2016, the Company had US$48.2 million in total assets, U$18.3 million in total liabilities and US$29.8 million in total equity. Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2015, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Oct. 31, 2015. All these factors raise substantial doubt about its ability to continue as a going concern. PROGRESSIVE ACUTE: Files Chapter 11 Plan of Liquidation ------------------------------------------------------- Progressive Acute Care, LLC, et al., filed with the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement relating to its joint chapter 11 plan of orderly liquidation, a full--text copy of which is available at: http://bankrupt.com/misc/lawb16-50740-66.pdf The Plan provides for the treatment of Claims against and Equity Interests in each of the four Debtors in the Chapter 11 Cases (PAC, PAC Winn, PAC Avoyelles and PAC Oakdale). The classes of Claims against and Equity Interests in each of the Debtors are treated as against a single consolidated Estate without regard to the separate legal existence of the Debtors. The Plan will not result in the merger or otherwise affect the separate legal existence of each Debtor, other than with respect to voting and distribution rights under the Plan. Allowed Claims held against one Debtor will be satisfied from the Assets of all Debtors and the Estates, and each Claim against a Debtor will be treated as a Claim against the consolidated Estate of all Debtors for all purposes including, but not limited to, voting and distribution; provided, however, that no Claim will receive value in excess of 100% of the Allowed amount of such Claim under the Plan. The Plan incorporates the Plan Term Sheet entered into by and among, the Debtors, the Committee, and Business First Bancshares, Inc. and approved by the Settlement Agreement Approval Order. The key elements of the Plan Term Sheet, as incorporated into the Plan, include: -- A $1 million Priority Reserve to be established for payment of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims; -- BFB Secured Claim to be allowed in the amount of $10,137,410.25 of principal plus interest and attorneys' fees accrued through the date of confirmation of the Plan; -- BFB to receive a maximum BFB Distribution Amount in the amount of $10,300,000, of which amount $9,500,000 has been disbursed to BFB as of the filing of this Disclosure Statement, leaving up to $800,000 to be disbursed on account of the BFB Distribution Amount; -- The first $100,000 of FMP Payments received by the Estates to be disbursed on account of the BFB Distribution Amount, leaving the remainder of the FMP Payments to be administered by theLiquidation Trust pursuant to the terms of the Plan; -- The remaining $700,000 of the BFB Distribution Amount to be satisfied from a 50% share of any remainder of the Priority Reserve and each cash distribution from the Liquidation Trust; and -- Holders of General Unsecured Claims to be paid Pro Rata Share of (i) 50% of any remainder of the Priority Reserve and each cash distribution from the Liquidation Trust until the BFB Distribution Amount is paid and (ii) the Liquidation Trust Assets remaining available for distribution after Cash distributions from such Assets on account of the BFB Distribution Amount. The Plan Term Sheet estimated that the Debtors would collect FMP Payments in the amount of $666,509. However, after the Settlement Agreement Approval Order was entered, the Buyer asserted rights in the FMP Payments. The Debtors, the Buyer, and the Committee resolved the dispute over the FMP Payments by the FMP Payment Settlement Agreement, according to which the Debtor is now entitled to collect at least $295,000 of the FMP Payments. Allowed Non-Lender Secured Claims against the Debtors shall be treated in one of the following ways at the Liquidation Trustee's election: the rights of the holder shall be reinstated, the holder shall retain a lien and receive deferred cash payments totaling at least the value of the claim as of the Effective Date, the collateral securing the claim shall be surrendered to the holder, or the holder shall be paid cash equal to the amount of the claim. Holders of Allowed Intercompany Claims shall not receive or retain any property or rights under the Plan on account of such Claims. All Cash necessary to make payments and Plan Distributions under the Plan shall be obtained from the Priority Reserve and the liquidation of Liquidation Trust Assets (including the proceeds of any Tort Claims and related Insurance Policies). About Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The Debtors are represented by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC. The case is assigned to Judge Robert Summerhays. The Debtors retained Solic Capital Advisors, LLC, as their Financial Advisor. The Debtors estimated assets and debts at $10 million to $50 million at the time of the filing. PROMOMANAGERS INC.: Wants to Use Collateral to Keep Consulting Biz. ------------------------------------------------------------------- Promomanagers, Inc., asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the use of cash and non-cash collateral in order to continue to operate its consulting business. The Debtor is the owner of an on-line business which provides custom imprinted promotional products, corporate gifts, promotional items and corporate apparel to clients worldwide. The company specializes in providing high quality custom backpacks, promotional holiday gifts, custom USB drives and totes and other items, delivered directly to the customer by the vendor, but with shipping paid by the Debtor. In the course of its operations, the Debtor asks the use of the prepetition cash and non-cash collateral in order to continue to operate the business and to accept and fulfill orders placed. The Debtor has no source of income other than the proceeds from its sales and if it is not permitted to use such proceeds, it will be unable to operate in the ordinary course. The Debtor requests use of the prepetition cash and non-cash collateral in order to continue to operate its consulting business. The Debtor is indebted the Commonwealth of Massachusetts Department of Revenue, which claims are outstanding in the sum of $28,990 and secured by tax liens recorded with the Secretary of State on March 15, 2016 and Sept.26, 2016 ("MDOR"). The Debtor requests an emergency and preliminary hearing on the Motion not later than March 8, 2017 in order to be able to operate the business from the revenues to be received and able to make payment for deposits for utilities and adequate protection payment to be offered to the MDOR. Based upon historical and projected expenses, the Debtor asks to utilize cash collateral as set forth in the proposed Budget for the month of March 2017. The Budget is based, in part, upon historical information as well as projected income and expenses due to the factors surrounding the filing. The Budget contemplates projected sales in the amount of $25,000 and expenses in the amount of $24,671. The Debtor is willing to grant a replacement lien to the MDOR on the revenues acquired by the Debtor in the course of operating the business after the petition date of the same type, nature or description encompassed within their pre-petition liens, with such liens to be of the same priority as their perfected, prepetition lien. The Debtor has no unencumbered assets to fund post-petition operation of its business, pay expenses or wages. The Debtor believes that its continued operation is in the best interest of the estate in that it will preserve the fair market value of the business and thereby increase the likelihood of reorganization which reorganization will be fruitless in the event of the inability to use cash and noncash collateral. Accordingly, the Debtor asks the Court to authorize the use of cash and non-cash collateral and to provide replacement liens on the cash proceeds from the rents and consulting services provided by the Debtor. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/mab17-10747_8_Cash_Promomanagers_Inc.pdf Counsel for the Debtor: Nina M. Parker,Esq. Marques C. Lipton PARKER & ASSOCIATES 10 Converse Place, Suite 201 Winchester, MA 01890 Telephone: (781)729-0005 E-mail: nparker@ninaparker.com mlipton@ninaparker.com About Promomanagers Promomanagers, Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 17-10747) on March 6, 2017. The petition was signed by Heather Simard, President. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Nina M. Parker, Esq., at Parker & Associates as counsel. R.B.K. TRUCKING: April 26 Plan Confirmation Hearing --------------------------------------------------- Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved the disclosure statement explaining R.B.K. Trucking, Inc.'s disclosure statement and fixed April 26, 2017, at 2:00 p.m., as the hearing on final approval of the Disclosure Statement and for the hearing on confirmation of the Plan. Any objections to the Disclosure Statement or Confirmation must be filed seven days before the hearing date. R.B.K. Trucking, Inc. owns and operates a transportation business. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-01898) on May 20, 2016. The Debtor is represented by Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC. The Debtor hired Stephen Barnier as accountant. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of R.B.K. Trucking, Inc. REGIS GALERIE: Court Allows Cash Collateral Use Through June 4 -------------------------------------------------------------- Judge Laurel E. Davis of the U.S. Bankruptcy Court for the District of Nevada authorized Regis Galerie, Inc., to continue using cash collateral in which Wells Fargo Bank, N.A. and/or American Express Bank may hold an interest, through June 4, 2017. The Debtor is authorized to use Cash Collateral in accordance with the Budget, with an allowed variance for each line item of 10%, and as otherwise authorized by the Order. The approved Budget covers the period from Dec. 5, 2016 through June 4, 2017. The Budget provides for total expenses in the amount of $2,091,222. All other provisions of the Supplemental Order Authorizing Use of Cash Collateral and the Second Supplemental Order Authorizing Use of Cash Collateral will remain in effect. A continued hearing on the Motion will be held on May 16, 2017 at 9:30 a.m. The Order will be effective immediately upon entry by the Court. A full-text copy of the Order dated March 6, 2017 is available for free at: http://bankrupt.com/misc/nvb16-14899_146_Cash_REGIS_GALERIE_Inc.pdf About Regis Galerie, Inc. Regis Galerie, Inc., filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14899) on Sept. 5, 2016. The petition was signed by Samuel Dweck, president. The Debtor is represented by Bryan M. Veillion, Esq., at Marquis Aurbach Coffing, and Michael L. Gesas, Esq., at Arnstein & Lehr, LLP. The case is assigned to Judge Laurel E. Davis. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. RESHETAR REALTY: Asks Court to Approve Disclosure Statement ----------------------------------------------------------- Reshetar Realty, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a motion for an order approving the disclosure statement referring to the Debtor's plan of reorganization dated March 10, 2017. Under the Plan, Class 1 Allowed Priority Tax Claim will receive periodic cash payments commencing on the Effective Date, in the Debtor's discretion, in an aggregate amount equal to the Allowed Priority Tax Claim plus interest over a period not exceeding Priority Tax Claim, and only to the extent of cash proceeds from liquidation of the Debtor's assets. Class 1 Claims total $203,287.21. However, the Debtor believes that the Class 1 Claim is inaccurate. The Class 1 claimant has already reduced the total tax claims for the 2013 and 2014 tax periods to $4,680.00 based upon recently filed tax returns. The Debtor believes that the Class 1 Claim will be further reduced or eliminated. Under the Plan, Class 2 Allowed Secured Claims of Palisades School District and the Pennsylvania Department of Revenue are secured by liens on the Debtor's property. The secured claims will receive payment in full satisfaction of their allowed secured claims from the net proceeds of the sale of the Debtor's property. Under the Plan, Class 3 Unsecured Vendor Claims will receive cash payments on or after the Effective Date as determined by the Debtor, or upon the Class 3 Claim becoming an allowed claim by final court order of the Court whichever is later, from the balance of the sale proceeds and the causes of action, after payment of the Debtor's the Administrative Claims, Priority Tax Claims, and Secured Claims, and the net proceeds of the Causes of Action to be shared pro rata among the Class 3 Claimants for all allowed Class 3 Claims. Under the Plan, in the event that Class 4 Unsecured Litigation Claims are allowed some claim against the Debtor's estate, the treatment and consideration to be received by holders of Class 4 Allowed Claims will be in full settlement, satisfaction, release and discharge of their respective claims, and will only receive their pro rata share of the funds available for distribution, if at all, on or after the Effective Date as determined by the Debtor, or upon the Class 4 Claim becoming an allowed claim by Final Order of the Court whichever is later, from the balance of the sale proceeds and the net proceeds of the Causes of Action, after payment of the Debtor's Administrative Claim, Priority Tax Claim, Secured Claims, and Class 3 Claims. About Reshetar Realty Reshetar Realty, Inc., is in the business of acquiring properties for future development. Currently the Debtor owns undeveloped property located at Lot 18 in the Springton Knoll subdivision at Woodbyne Road, Tax Parcel No. 42-17-59-19. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-17899) on Nov. 10, 2016. Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP serves as bankruptcy counsel. Douglas E. Estep, P.A., serves as the Debtor's accountant. The Debtor says assets and liabilities are both below $1 million. RJR TOWING: Seeks to Employ Wilcox as Counsel --------------------------------------------- RJR Towing, LLC seeks approval from the US Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to employ Robert D. Wilcox and Wilcox Law Firm as counsel. The Firm's professional services would be related to the representation of the Debtor in bankruptcy and related litigation, including the development and implementation of a Chapter 11 plan of reorganization. The Firm's fees will be computed on an hourly basis for services rendered. Mr. Wilcox's hourly rate is $325.00 per hour. Mr. Wilcox will be assisted by one or more other attorneys, with partner rates ranging from $225.00 to $400.00 per hour and associate rates ranging from $165.00 to $235.00 per hour. Robert D. Wilcox attests that neither he nor the Firm holds any interest adverse to the Debtor. Neither he nor the Firm has any connection with the Debtor other than as its counsel in this matter, nor do they have any connection with the United States Trustee. He believes both he and the Firm are "disinterested persons" under Section 327 of the Bankruptcy Code. The Firm can be reached through: Robert D. Wilcox Elizabeth R. P. Bowen WILCOX LAW FIRM 820 AIA North, Suite W-15 Ponte Vedra Beach, FL 32082 Telephone: (904) 405-1248 Email: rw@wlflaw.com eb@wlflaw.com About RJR Towing RJR Towing in Jacksonville, FL is an auto towing and road services. RJR Towing filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-00701) on March 1, 2017. The Debtor is represented by Robert D. Wilcox, Esq. of Wilcox Law Firm. SANTA CRUZ PLUMBING: Wants to Use Secured Creditors Cash Collateral ------------------------------------------------------------------- Santa Cruz Plumbing, Inc., asks the U.S. Bankruptcy Court for the Northern District of California to use the proceeds of accounts receivable and available cash to continue its operations. The Debtor filed the case on Feb. 10, 2017. At the time of the filing of the petition, the Debtor had about $25,000 in cash and $540,000 in collectible accounts receivables which were subject to 16 liens exceeding, in the aggregate, $1.3 million. The Debtor asks authority to use such cash collateral for the purpose of continuing to secure and perform on larger contracts. The Debtor intends to offer creditors a replacement lien for the use of cash collateral on post-petition receivables and to pay creditors having a secured lien adequate protection payments of $13,000/month distributed pro-rata as to the amount of a creditor's secured position. Authority for use of cash collateral is requested until the case is confirmed, converted, dismissed or there is a default with failure to cure. The Debtor's assets at the time of filing consisted of these: a. Cash Deposits (end of day balance 2-10-2017): $25,961.24 i. PayPal - $4,114 ii. Chase - $3,095 iii. SC Co. Bank (x1199) - $18,498.21 iv. SC Co. Bank (x8563) - $254.21 b. Lease Deposit: $2,000 c. Pre-paid FTB Tax: $800 d. Accounts Receivable ("AR"): 626,013 e. Less AR over 90 days: $86,632 f. Office Furniture and Fixtures: $3,000 g. Vehicles: $122,200 h. Machinery and Equipment: $27,559 Some of the Debtor's customers pay by check at the time services are rendered. Others pay by Paypal. The larger customers, however pay on terms. In order to secure ongoing work from the larger customers and general contractors and therefore maximize revenue, the Debtor must use existing cash collateral to fund projects pending receipt of the receivables. The Debtor proposes to provide all fully secured creditors (creditors a-j in the table below) a replacement lien for the use of all prepetition cash collateral that is used by granting these creditors a lien in post-petition receivables. Hence, these creditors' equity position would not be impaired. Creditors will have the same priority in such replacement lien as these creditors had prepetition and as set forth. Further, Debtor proposes to pay secured creditors, as adequate protection, their pro-rata share of $13,000/month commencing on April 15, 2017 as follows: No Assets Amount Amount Value Securing Proposed Amt. per UCC per Other Debt APO Pmt. source a. 1 FC Partners, LP $0 $98,167 $772,901 $1,651 (Pioneer Park) b. Knight Capital Funding $0 $0 $674,734 $0 c. EDD $55,549 $674,734 $934 d. EDD $40,412 $619,185 $680 e. ACH Capital $29,732 $578,773 $500 f. Ferguson $0 $66,315 $549,041 $1,115 g. EDD $48,361 $482,726 $813 h. EDD $12,081 $434,366 $203 i. Pace Supply $14,223 $422,284 $239 j. IRS $790,224 $408,061 $6,863 k. IRS $120,244 $0 l. 2 CapCall, LLC $0 $198,766 $0 m. IRS $40,740 $0 n. Corp Serv. Co. $0 $30,000 $0 (Yellowstone; MCA) o. Corp. Service Co. $0 $0 p. Security National Ins. $21,9236 The Debtor contends that Knights Capital was paid in full, but its lien has not been released. The identity of Corp. Services Co. lien filed on July 29, 2016 is not yet known. Security National Ins. agrees that any lien is fully under-secured and a priority. The Debtor proposes that these payments continue until the sooner of confirmation, dismissal, conversion or the failure to cure a default after 10 days written notice to the Debtor and the Debtor's counsel. The Debtor respectfully asks the Court to authorize the relief sought. About Santa Cruz Plumbing, Inc. Santa Cruz Plumbing, Inc. filed a Chapter 11 petition (Court + Case No. 17-50324), on February 10, 2017. The petition was signed by Jason Stewart Allison, president. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Lars T. Fuller, Esq. at The Fuller Law Firm, PC. At the time of filing, the Debtor disclosed total assets of approximately $772,930 and total liabilities of approximately $3.72 million. A list of the Debtor' 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb17-50324.pdf SEANERGY MARITIME: Terminates Registration of Securities -------------------------------------------------------- Seanergy Maritime Holdings Corp. filed with the U.S. Securities and Exchange Commission (i) a registration statement on Form F-1 (File No. 333-214322) on Oct. 28, 2016, which was amended by pre-effective amendments filed on Nov. 29, 2016, Dec. 5, 2016, and Dec. 6, 2016, and that was declared effective on Dec. 7, 2016, and (ii) a registration statement on Form F-1 (File No. 333-214967) on Dec. 8, 2016, that became effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act. The Registration Statements covered the offering of an aggregate of (i) $17,250,000 of common shares, (ii) $23,000,000 of class A warrants and common shares underlying the class A warrants and (iii) $1,078,125 of Representative's Warrants and common shares underlying the Representative's Warrants. The Company granted the underwriters in the offering a 45-day option to purchase additional common shares and/or class A warrants. Pursuant to the Registration Statements, the Company has sold an aggregate of (i) 11,300,000 common shares with an offering price of $16,950,000 calculated pursuant to Rule 457 under the Securities Act, (ii) class A warrants to purchase 11,500,000 common shares with an offering price of $23,000,000 calculated pursuant to Rule 457 under the Securities Act and (iii) Representative's Warrants to purchase 565,000 common shares with an offering price of $1,059,375 calculated pursuant to Rule 457 under the Securities Act. The Company filed post-effective amendments to the Registration Statements to remove from registration under the Registration Statements $300,000 of common shares, Representative's Warrants for $18,750 of common shares and the common shares underlying such Representative's warrants that remain unsold under the Registration Statements and remove from registration under the Registration Statements $300,000 of common shares, Representative's Warrants for $18,750 of common shares and the common shares underlying such Representative's warrants that remain unsold under the Registration Statements. The Company is removing from registration these securities as its offering of these securities terminated on Jan. 27, 2017. About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. For the year ended Dec. 31, 2015, the Company reported a net loss of US$8.95 million on US$11.2 million of net vessel revenue compared to net income of US$80.3 million on US$2.01 million of net vessel revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Seanergy had US$203.60 million in total assets, US$184.45 million in total liabilities and US$19.15 million in stockholders' equity. Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reports a working capital deficit and estimates that it may not be able to generate sufficient cash flow to meet its obligations and sustain its continuing operations for a reasonable period of time, that in turn raise substantial doubt about the Company's ability to continue as a going concern. SEMLER SCIENTIFIC: Incurs $2.55 Million Net Loss in 2016 -------------------------------------------------------- Semler Scientific, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.55 million on $7.43 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $3.07 million in total assets, $5.99 million in total liabilities and a total stockholders' deficit of $2.91 million. The Company had cash of $622,000 at Dec. 31, 2016, compared to cash of $405,000 at Dec. 31, 2015, and total current liabilities of $3,229,000 at Dec. 31, 2016, compared to $4,108,000 at Dec. 31, 2015. As of Dec. 31, 2016, the Company had negative working capital of approximately $1,637,000. BDO USA, LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has negative working capital, a stockholders' deficit, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/KQ9oSA About Semler Scientific Semler Scientific, Inc., provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. SIXTY SIXTY CONDOMINIUM: Unsecureds to Get 100% Under Plan ---------------------------------------------------------- Sixty Sixty Condominium Association, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a plan of reorganization and accompanying disclosure statement, contemplating one of two options being advanced: bulk sale of units to a bulk purchaser, or a rental program managed by a manager. The Debtor relates that it has been negotiating with potential purchasers and/or managers of virtually all of its assets through an organized process, which would permit residential owners to "opt-in" to a sale or management program for their units. Each holder of an allowed Class 9 Unsecured Claim will receive a distribution sufficient to pay the allowed claim 100% of the value of the claim as of the Petition Date funded by: (i) the Commercial Unit Owners' Capital Contribution; and (ii) the Residential Unit Owners' Capital Contributions on the later of (i) the Effective Date; or (ii) the Closing Date. A full-text copy of the Disclosure Statement dated March 17, 2017, is available at http://bankrupt.com/misc/flsb16-26187-150.pdf Sixty Sixty Condominium Association, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on December 5, 2016, listing $100,000 to $500,000 in total assets, and $1 million to $10 million in liabilities. The petition was signed by Maria Velez, president of the Board of Directors. The Hon. Robert A Mark presides over the case. Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor as counsel. Juda Eskew & Associates, PA serves as the Debtor's accountant. Sixty Sixty Condominium is a mixed-use hotel/residential building located at 6060 Indian Creek Drive in Miami Beach, Florida. It is a not-for-profit corporation. It is responsible for, among other things, the management, operation, and maintenance of the Condominium's "Common Elements", and other obligations imposed by state statute. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Sixty Sixty Condominium Association, Inc. as of March 1, according to a court docket. SPECTRUM HEALTHCARE: Intends to Continue Using Cash Until May 27 ---------------------------------------------------------------- Spectrum Healthcare, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Connecticut for t authority to use its cash collateral for the next approximate two-month period, or until May 27, 2017, on the same terms and conditions that are set forth in the Seventh Cash Collateral Order. The Debtors intend to use cash collateral to pay those items set forth in its proposed Budget. The consolidated budget of the Debtors for the period April 1, 2017 through May 27, 2017 reflects total cash disbursement of approximately $8.5 million. Each of the affiliated Debtors specific cash needs are as follows: Spectrum Healthcare $599,413 Spectrum Healthcare Derby $1,955,915 Spectrum Healthcare Hartford $2,138,387 Spectrum Healthcare Manchester, LLC $2,029,500 Spectrum Healthcare Torrington, LLC $1,786,465 The Debtors believe that these parties have or may claim an interest in the cash collateral: (a) MidCap Funding IV Trust, formerly known as MidCap Funding IV, LLC, as assignee of MidCap Financial, LLC; (b) CCP Finance I, LLC, as assignee of Nationwide Health Properties, LLC -- lender under the NHP Loan; (c) CCP Park Place 7541 LLC and CCP Torrington LLC, as assignees of NHP with respect to the NHP Lease; (d) Midland States Bank, as assignee of Love Funding Corporation; (e) the Secretary of Housing and Urban Development as additional secured party with LFC, now Midland; and (f) the State of Connecticut, Department of Revenue Services. The Debtors relate that they have been diligently pursuing a sale of their facilities and corresponding assets since the early stages of their chapter 11 cases, and at the behest of their major secured creditor and other creditor groups. As such, a series of sale milestones has been set to establish a track to complete the sale process, and it has been made an event of default under the Seventh Cash Collateral Order if the following deadlines are not met: (a) The Debtors' failure to identify a stalking horse bidder for their assets or facilities on or before the date that is two weeks after receipt of the Debtors' receipt of the change of ownership reports for each of the Debtors' facilities; (b) The Debtors' failure to file a motion to establish sale procedures on or before the date that is five days after the Stalking Horse Identification Date; (c) The Debtors' failure to obtain court approval of sale procedures on or before the date that is thirteen days after the Stalking Horse Identification Date; (d) The Debtors' failure to obtain court approval of a sale on or before March 31, 2017; (e) The Debtors' failure to close on any court-approved sale on or before April 6, 2017. The Debtors submit that they have received the change of ownership reports for their Manchester, Derby facilities on March 6, 2017, and for their Torrington facility only on March 13, 2017, and thus, it is not possible for the Debtors to meet the March 31, 2017 sale approval deadline and April 6, 2017 closing deadline set forth under the Seventh Cash Collateral Order. Accordingly, the Debtors propose the following modification of these deadline so that more time will be provided for the Debtors to accommodate an orderly and value-maximizing sale process: (a) the deadline for filing a sales procedure motion will be 10 days from the Stalking Horse Identification Date, (b) the deadline for court approval of the sale(s) will be May 15, 2017; and (c) the deadline for closing will be May 19, 2017. In addition, the Debtors propose these terms for its use of cash collateral: (a) granting of replacement liens to the Secured Parties in the assets of the Debtors that are generated post-petition to the same validity, priority and extent of the Secured Parties' respective liens and security interests in the accounts receivable, deposit accounts, cash and other assets of the Debtors giving rise to the creation of the cash collateral sought to be used hereby; and (b) for Midcap, the payment of adequate protection payments of $5,000 per week. A full-text copy of the Debtor's Motion, dated March 16, 2017, is available at https://is.gd/Vey4tu A copy of the Debtor's Budget is available at https://is.gd/JP6rZB About Spectrum Healthcare Spectrum Healthcare, LLC, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on October 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. The Debtors hire JoAnn C. Silvia, Esq. at Michalik Bauer Silvia & Ciccarillo, LLP as special collections counsel; C. Scott Schwefel, Esq. at Shipman, Shaiken & Schwefel LLC as special counsel to continue the Superior Court appeal of the property tax assessment for Spectrum Derby's facility and initiate appeals of the property tax assessment of the Debtors' facilities; and Dena Castricone, Esq. at Murtha Cullina, LLP as special counsel to represent Spectrum Healthcare Hartford LLC before the Department of Public Health and the Centers for Medicare and Medicaid Services. At the time of filing, the Debtors listed these assets and liabilities: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. William K. Harrington, the United States Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum Healthcare Torrington, LLC. The Official Committee of Unsecured Creditors retains James Berman, Esq. at Zeisler & Zeisler, P.C. as local counsel; and Fred Stevens, Esq. at Klestadt Winters Jureller as its legal counsel. SQUARETWO FINANCIAL: Case Summary & 30 Top Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- SquareTwo Financial Services Corporation 17-10659 dba Fresh View Solutions fka SquareTwo Commerical Funding Corporation d/b/a CACSI fka Collect America Commercial Services, Inc. fka Guardian Financial Corporation 6300 South Syracuse Way, Suite 300 Centennial, CO 80111 CACV of New Jersey, LLC 17-10660 Astrum Financial, LLC 17-10661 Autus, LLC 17-10662 CACH, LLC 17-10663 CACV of Colorado, LLC 17-10664 CA Internet Marketing, LLC 17-10665 Candeo, LLC 17-10666 Collect Air, LLC 17-10667 Collect America of Canada, LLC 17-10668 Healthcare Funding Solutions, LLC 17-10669 Orsa, LLC 17-10670 SquareTwo Financial Canada Corporation 17-10671 CCL Financial Inc. 17-10672 Preferred Credit Resources Limited 17-10673 Metropolitan Legal Administration Services, Inc.17-10674 ReFinance America, Ltd. 17-10675 SquareTwo Financial Corporation 17-10676 Type of Business: SquareTwo Financial -- http://www.squaretwofinancial.com-- is primarily engaged in the business of acquisition, management and collection of charged-off consumer and commercial accounts receivable that are purchased from financial institutions, finance and leasing companies, and other issuers in the United States and Canada. Chapter 11 Petition Date: March 19, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Matthew A. Feldman, Esq. Paul V. Shalhoub, Esq. Robin Spigel, Esq. Debra C. McElligott, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax (212) 728-8111 Email: mfeldman@willkie.com pshalhoub@willkie.com rspigel@willkie.com dmcelligott@willkie.com Debtors' CCAA Counsel: D.J. Miller, Esq. Asim Iqbal, Esq. Mitch Grossell, Esq. THORNTON GROUT FINNIGAN LLP 100 Wellington Street West Suite 3200, Toronto-Dominion Centre, Toronto, ON M5K 1K7 Canada E-mail: djmiller@tgf.ca aiqbal@tgf.ca mgrossell@tgf.ca Debtors' Restructuring Advisor: ALIXPARTNERS, LLP 909 Third Avenue New York, NY 10022 https://www.alixpartners.com/ Tel: 212.490.2500 Fax: 212.490.1344 Debtors' Investment Bankers: KEEFE, BRUYETTE & WOODS, INC. 787 Seventh Avenue, New York NY 10019 - and - MILLER BUCKFIRE & CO. 787 Seventh Avenue New York, NY 10019 Debtors' Claims & Noticing Agent: PRIME CLERK LLC 830 Third Avenue New York, NY 10022 Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petition was signed by J.B. Richardson, Jr., authorized signatory. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Oracle America, Inc. Trade Payable $745,074 Legal Department 500 Oracle Parkway Redwood Shores, CA 94065 General Counsel Tel: 303-272-7602 Email: kavitha.venkatesh@oracle.com NICE Systems, Inc. Trade Payable $339,450 Legal Department 461 From Road, 3rd Floor Paramus, NJ 07652 General Counsel Tel: 201-964-2600 Email: ieff.levenberg@nice.com Lowery, Arthur Todd Note $207,368 c/o Erma Lowery 24 Cherry Lane Drive Englewood, CO 80110 Arthur Todd Lowery Email: slowery@lowerylawgroup.com Microsoft Corporation Trade Payable $142,384 Email: dhoward@microsoft.com DMC Portfolio, LLC Trade Payable $100,093 Email: bpayne@buchananstreet.com Redacted Settlement $88,580 U.S. Bancorp Trade Payable $33,280 Email: paul.lam@usbank.com LexisNexis Risk Solutions Trade Payable $25,006 Email: angela.dicenso@lexisnexis.com Capital One Refund $20,189 Email: john.finneran@capitalone.com MBNA Refund $15,851 Diesel USA Refund $14,134 Portfolio Recovery Associates Refund $14,113 Email: clagow@portfoliorecovery.com Cambece, James A. Account $13,573 Email: acambece@cambecelaw.com Profit Participation ViaWest, Inc. Trade Payable $12,700 Email: bill.heuston@viawest.com Redacted Refund $11,345 Redacted Refund $11,260 Arrow Financial Services, LLC Refund $9,621 Redacted Refund $9,526 Redacted Refund $8,855 Redacted Refund $7,660 CSGA Refund $7,017 Redacted Refund $6,921 Redacted Refund $6,836 Redacted Refund $6,560 Redacted Refund $6,372 Redacted Refund $6,000 Redacted Refund $5,400 Redacted Refund $5,353 Wells Fargo Card Services Trade Payable $5,275 Redacted Refund $5,061 SQUARETWO FINANCIAL: Set to Emerge From Ch. 11 Under New Ownership ------------------------------------------------------------------ SquareTwo Financial Services Corporation, together with 17 of its affiliates, filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on March 19, 2017. On the Petition Date, the Debtors also filed their joint prepackaged Chapter 11 plan which contemplates a sale of their portfolio of assets to Resurgent Holdings LLC. The Debtors commenced the Chapter 11 cases after receiving support from holders of 100% of Class 3 Claims (First Lien Lender Claims), 100% of Class 4 Claims (1.25 Lien Lender Claims) and over 99% in amount and 93% in number of Class 5 Claims (1.5 Lien Lender Claims). "The commencement of these Chapter 11 cases represents the culmination of the prepetition Recapitalization and subsequent marketing and auction process that took place in the months leading up to the Petition Date," said J.B. Richardson, Jr., chief operating officer of SquareTwo Financial. Shortly after the Petition Date, SquareTwo Financial, as proposed foreign representative of the Debtors, intends to file an application with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act for recognition of their Chapter 11 cases as foreign main proceedings under Part IV of the CCAA. Recapitalization Transactions Mr. Richardson related that beginning in early 2015, in response to their financial results and concerns about long-term liquidity, the Debtors began considering options to recapitalize their balance sheet. As a result, the Debtors entered into a series of transactions in May 2016 that resulted in their current capital structure. Pursuant to the Recapitalization, the Debtors sought to improve their capital structure by (a) repaying amounts outstanding under their then-existing secured credit facilities and (b) making an exchange offer for their then-outstanding second lien notes. The Debtors entered into the Recapitalization as an initial step to improve their capital structure. In early June 2016, the Debtors engaged professionals to, among other things, analyze their business model and organizational structure with the goal of, among other things, understanding the future potential of their processes and capabilities. In particular, of concern was a Jan. 1, 2017, springing maturity under each of their secured prepetition credit facilities, which required the outstanding secured second lien notes to be paid down to no more than $1 million by Jan. 1, 2017. In or around July 2016, the Debtors explored the viability of a sale or other restructuring, and in August 2016, the Debtors engaged Keefe, Bruyette & Woods, Inc. as their financial advisor and began a prepetition marketing process. However, after months of negotiations and multiple exchanges of draft key definitive documentation, the Debtors were unable to resolve to their satisfaction open business and legal issues during the period of exclusivity. The Debtors ultimately determined that the most value-maximizing approach was to proceed with a restructuring involving a new money investment from Resurgent Holdings LLC through a Chapter 11 restructuring and the Canadian Recognition Proceeding. The Prepackaged Plan To effectuate the proposed restructuring transaction, the Debtors, the Plan Investor, and the secured lenders under the Debtors' prepetition secured credit facilities representing (i) 100% in principal amount and number of holders of their First Lien Financing Facility, (ii) 100% in principal amount and number of holders of their 1.25 Lien Credit Facility, and (iii) approximately 83.2% in principal amount of their 1.5 Lien Credit Facility extensively negotiated the Joint Prepackaged Chapter 11 Plan for SquareTwo Financial Services Corporation and Its Affiliated Debtors and a plan funding agreement. Among other things, the Prepackaged Plan provides for: (a) a new money investment in cash from Resurgent of $405.1 million, subject to purchase price adjustments, which the Debtors estimate will result in a final purchase price of approximately $264 million, in exchange for 100% of the equity of CACH, LLC, CACV of Colorado, LLC, and SquareTwo Financial Canada Corporation; (b) holders of claims under the First Lien Financing Agreement and 1.25 Lien Credit Agreement to receive payment of their claims owed as of the Petition Date in full in cash (plus postpetition interest at a combination of the default and non-default rates as set forth in the Prepackaged Plan) in full and final satisfaction of their respective claims; (c) holders of claims under the 1.5 Lien Credit Agreement to receive their pro rata share of the Remaining Cash in full and final satisfaction of their claims; and (d) SquareTwo to effectuate the Prepackaged Plan, including the winding down and dissolution of Astrum Financial, LLC; Autus, LLC; CACV of New Jersey, LLC; CA Internet Marketing, LLC; Collect Air, LLC; Collect America of Canada, LLC; Orsa, LLC; ReFinance America, Ltd.; Healthcare Funding Solutions, LLC; Candeo, LLC; SquareTwo; SquareTwo Financial Services Corporation (d/b/a Fresh View Solutions) and the provision of transition services to the Plan Investor. In addition to distributions on account of the Prepetition Secured Lender Claims, the Prepackaged Plan provides for: (a) the payment in full in cash of Allowed (i) Administrative Expense Claims, (ii) Priority Tax Claims, and (iii) Fee Claims; and (b) reinstatement or payment in full, as applicable, of (x) Priority Non-Tax Claims, (y) Other Secured Claims, and (z) Canadian Claims and Assumed U.S. Liabilities. Under the Prepackaged Plan, holders of (i) Claims under the Second Lien Indenture, (ii) General Unsecured Claims against the U.S. Debtors, and (iii) Existing U.S. Interests will not receive a recovery on account of their Claims and/or Interests. The Dissolving Debtors will be liquidated and no distributions other than as set forth above are expected to be made. The U.S. Debtors either are borrowers or guarantors under the Second Lien Indenture. The Canadian Debtors are neither borrowers nor guarantors thereunder. Accordingly, as part of the terms of the Restructuring Support Agreement, the Consenting Lenders have agreed to support and vote in favor of the Prepackaged Plan (which proposes to compromise the First Lien Lender Claims, the 1.25 Lien Lender Claims and the 1.5 Lien Lender Claims) and have agreed that all undisputed unsecured claims against the Canadian Debtors either will be, subject to Bankruptcy Court approval, paid in the ordinary course during the pendency of these Chapter 11 cases, or be unimpaired and reinstated under the Prepackaged Plan. In addition, as part of the Proposed Restructuring Transactions, on the Effective Date, Debtor SquareTwo Financial Canada Corporation shall repurchase for a lump sum cash payment all equity securities of Debtor CCL Financial Inc. held by Christopher D. Walker, Debtor SquareTwo Financial Canada Corporation's current president and chief executive officer. On March 3, 2017, the Debtors began soliciting votes to accept or reject the Prepackaged Plan from the holders of claims in Class 3 (First Lien Lender Claims), Class 4 (1.25 Lien Lender Claims), and Class 5 (1.5 Lien Lender Claims), the only classes of claims entitled to vote on the Prepackaged Plan. The holders of claims in Class 1 (Priority Non-Tax Claims), Class 2 (Other Secured Claims), Class 7B (Canadian General Unsecured Claims), and Class 8B (Existing Canadian Interests) were deemed to accept the Prepackaged Plan and were not entitled to vote. Additionally, the holders of claims in Class 6 (Second Lien Lender Claims), Class 7A (U.S. General Unsecured Claims), and Class 8A (U.S. Existing Interests) were deemed to reject the Prepackaged Plan and were not entitled to vote. First Day Motions To enable the Debtors to operate effectively and to avoid the adverse effects of the Chapter 11 filings, the Debtors have filed, or will file in the near term, various motions and applications. The Debtors are seeking permission to, among other things, obtain $58.5 million debtor-in-possession financing and use cash collateral, utilize existing cash management system, pay prepetition claims of employees and prohibit utility companies from discontinuing services. A full-text copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/3_SQUARETWO_Declaration.pdf About SquareTwo SquareTwo Financial Corporation, founded in 1994 -- http://www.squaretwofinancial.com-- is a privately held corporation headquartered in Centennial, Colorado. The Debtors' primary business is to acquire, manage, and collect charged-off consumer and commercial accounts receivable, which are accounts that credit issuers have charged off as uncollectible, but that remain owed by the borrower and subject to collection. The Debtors first started purchasing debt in 1998. Since then, they have invested approximately $2.7 billion in acquiring Charged-Off Accounts, representing over $39 billion in face value of accounts. The Debtors' annual cash proceeds have steadily increased over this period, from $8.7 million in 1999, their first full year of operations, to $310.5 million in 2016. The Debtors operate their business through a series of subsidiaries of their parent company, SquareTwo Financial Corporation. Debtors CACH, LLC d/b/a Fresh View Funding, CACV of Colorado, LLC, and Preferred Credit Resources Limited purchase Charged-Off Accounts from financial institutions, finance and leasing companies, and other credit issuers in the United States and Canada. Debtors SquareTwo Financial Services Corporation d/b/a Fresh View Solutions and CCL Financial Inc. are licensed collection agencies that collect amounts owed on Charged-Off Accounts. There are twelve additional subsidiaries with no or nominal operations. The Debtors also operate through several Canadian subsidiaries, directly owned by U.S. Debtor Collect America of Canada LLC, that exclusively purchase and collect Canadian Charged-Off Accounts (mainly consumer debt). The Debtors' Canadian operations are an integral part of their business, accounting for 22.0% of the Debtors' total adjusted EBITDA and 9.2% of their total revenues from Jan. 1, 2016, through Sept. 30, 2016. The Canadian business also represented 10.8% of the Debtors' assets for the period from Jan. 1, 2016, through Dec. 31, 2016. The Debtors maintain their headquarters in Centennial, Colorado, as well as offices in Overland Park, Kansas; Newmarket, Ontario; and Montreal, Quebec. The Debtors also maintain data centers in Centennial, Colorado and Lisle, Illinois, which provide key information technology services (including supporting the eAGLE platform). As of March 6, 2017, the Debtors had approximately 283 employees, none of whom are represented by a union or covered by a collective bargaining agreement. Approximately 198 of these employees work in the Centennial office in executive, operations, business development, and corporate services functions. In 2009 and thereafter, certain of the Debtors were named as defendants in several lawsuits, some of which have been filed as class actions. Specifically, a number of persons commenced class actions against certain of the Debtors and their Law Firms that, among other things, challenged the Debtors' debt collection practices. As of the Petition Date, several such class actions (or purported class actions) are pending against one or more of the Debtors in one or more jurisdictions. As of the Petition Date, there is approximately (a) $41 million in aggregate principal amount plus accrued but unpaid interest and fees outstanding under the First Lien Revolving Credit Facility, (b) $16.3 million in aggregate principal amount outstanding plus accrued but unpaid interest and fees outstanding under the 1.25 Lien Term Loan Facility, (c) $191.5 million in aggregate principal amount outstanding plus accrued but unpaid interest and fees outstanding under the 1.5 Lien Term Loan Facility, and (d) $19.1 million in principal amount of Second Lien Notes remains outstanding plus accrued and unpaid interest. The cases are pending before the Honorable James L. Garrity, Jr., and the Debtors have requested joint administration of the cases under Case No. 17-10659. SQUARETWO FINANCIAL: Set to Emerge From Ch. 11 Under New Ownership ------------------------------------------------------------------ SquareTwo Financial Services Corporation, together with 17 of its affiliates, filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on March 19, 2017. On the Petition Date, the Debtors also filed their joint prepackaged Chapter 11 plan which contemplates a sale of their portfolio of assets to Resurgent Holdings LLC. The Debtors commenced the Chapter 11 cases after receiving support from holders of 100% of Class 3 Claims (First Lien Lender Claims), 100% of Class 4 Claims (1.25 Lien Lender Claims) and over 99% in amount and 93% in number of Class 5 Claims (1.5 Lien Lender Claims). "The commencement of these Chapter 11 cases represents the culmination of the prepetition Recapitalization and subsequent marketing and auction process that took place in the months leading up to the Petition Date," said J.B. Richardson, Jr., chief operating officer of SquareTwo Financial. Shortly after the Petition Date, SquareTwo Financial, as proposed foreign representative of the Debtors, intends to file an application with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act for recognition of their Chapter 11 cases as foreign main proceedings under Part IV of the CCAA. Recapitalization Transactions Mr. Richardson related that beginning in early 2015, in response to their financial results and concerns about long-term liquidity, the Debtors began considering options to recapitalize their balance sheet. As a result, the Debtors entered into a series of transactions in May 2016 that resulted in their current capital structure. Pursuant to the Recapitalization, the Debtors sought to improve their capital structure by (a) repaying amounts outstanding under their then-existing secured credit facilities and (b) making an exchange offer for their then-outstanding second lien notes. The Debtors entered into the Recapitalization as an initial step to improve their capital structure. In early June 2016, the Debtors engaged professionals to, among other things, analyze their business model and organizational structure with the goal of, among other things, understanding the future potential of their processes and capabilities. In particular, of concern was a Jan. 1, 2017, springing maturity under each of their secured prepetition credit facilities, which required the outstanding secured second lien notes to be paid down to no more than $1 million by Jan. 1, 2017. In or around July 2016, the Debtors explored the viability of a sale or other restructuring, and in August 2016, the Debtors engaged Keefe, Bruyette & Woods, Inc. as their financial advisor and began a prepetition marketing process. However, after months of negotiations and multiple exchanges of draft key definitive documentation, the Debtors were unable to resolve to their satisfaction open business and legal issues during the period of exclusivity. The Debtors ultimately determined that the most value-maximizing approach was to proceed with a restructuring involving a new money investment from Resurgent Holdings LLC through a Chapter 11 restructuring and the Canadian Recognition Proceeding. The Prepackaged Plan To effectuate the proposed restructuring transaction, the Debtors, the Plan Investor, and the secured lenders under the Debtors' prepetition secured credit facilities representing (i) 100% in principal amount and number of holders of their First Lien Financing Facility, (ii) 100% in principal amount and number of holders of their 1.25 Lien Credit Facility, and (iii) approximately 83.2% in principal amount of their 1.5 Lien Credit Facility extensively negotiated the Joint Prepackaged Chapter 11 Plan for SquareTwo Financial Services Corporation and Its Affiliated Debtors and a plan funding agreement. Among other things, the Prepackaged Plan provides for: (a) a new money investment in cash from Resurgent of $405.1 million, subject to purchase price adjustments, which the Debtors estimate will result in a final purchase price of approximately $264 million, in exchange for 100% of the equity of CACH, LLC, CACV of Colorado, LLC, and SquareTwo Financial Canada Corporation; (b) holders of claims under the First Lien Financing Agreement and 1.25 Lien Credit Agreement to receive payment of their claims owed as of the Petition Date in full in cash (plus postpetition interest at a combination of the default and non-default rates as set forth in the Prepackaged Plan) in full and final satisfaction of their respective claims; (c) holders of claims under the 1.5 Lien Credit Agreement to receive their pro rata share of the Remaining Cash in full and final satisfaction of their claims; and (d) SquareTwo to effectuate the Prepackaged Plan, including the winding down and dissolution of Astrum Financial, LLC; Autus, LLC; CACV of New Jersey, LLC; CA Internet Marketing, LLC; Collect Air, LLC; Collect America of Canada, LLC; Orsa, LLC; ReFinance America, Ltd.; Healthcare Funding Solutions, LLC; Candeo, LLC; SquareTwo; SquareTwo Financial Services Corporation (d/b/a Fresh View Solutions) and the provision of transition services to the Plan Investor. In addition to distributions on account of the Prepetition Secured Lender Claims, the Prepackaged Plan provides for: (a) the payment in full in cash of Allowed (i) Administrative Expense Claims, (ii) Priority Tax Claims, and (iii) Fee Claims; and (b) reinstatement or payment in full, as applicable, of (x) Priority Non-Tax Claims, (y) Other Secured Claims, and (z) Canadian Claims and Assumed U.S. Liabilities. Under the Prepackaged Plan, holders of (i) Claims under the Second Lien Indenture, (ii) General Unsecured Claims against the U.S. Debtors, and (iii) Existing U.S. Interests will not receive a recovery on account of their Claims and/or Interests. The Dissolving Debtors will be liquidated and no distributions other than as set forth above are expected to be made. The U.S. Debtors either are borrowers or guarantors under the Second Lien Indenture. The Canadian Debtors are neither borrowers nor guarantors thereunder. Accordingly, as part of the terms of the Restructuring Support Agreement, the Consenting Lenders have agreed to support and vote in favor of the Prepackaged Plan (which proposes to compromise the First Lien Lender Claims, the 1.25 Lien Lender Claims and the 1.5 Lien Lender Claims) and have agreed that all undisputed unsecured claims against the Canadian Debtors either will be, subject to Bankruptcy Court approval, paid in the ordinary course during the pendency of these Chapter 11 cases, or be unimpaired and reinstated under the Prepackaged Plan. In addition, as part of the Proposed Restructuring Transactions, on the Effective Date, Debtor SquareTwo Financial Canada Corporation shall repurchase for a lump sum cash payment all equity securities of Debtor CCL Financial Inc. held by Christopher D. Walker, Debtor SquareTwo Financial Canada Corporation's current president and chief executive officer. On March 3, 2017, the Debtors began soliciting votes to accept or reject the Prepackaged Plan from the holders of claims in Class 3 (First Lien Lender Claims), Class 4 (1.25 Lien Lender Claims), and Class 5 (1.5 Lien Lender Claims), the only classes of claims entitled to vote on the Prepackaged Plan. The holders of claims in Class 1 (Priority Non-Tax Claims), Class 2 (Other Secured Claims), Class 7B (Canadian General Unsecured Claims), and Class 8B (Existing Canadian Interests) were deemed to accept the Prepackaged Plan and were not entitled to vote. Additionally, the holders of claims in Class 6 (Second Lien Lender Claims), Class 7A (U.S. General Unsecured Claims), and Class 8A (U.S. Existing Interests) were deemed to reject the Prepackaged Plan and were not entitled to vote. First Day Motions To enable the Debtors to operate effectively and to avoid the adverse effects of the Chapter 11 filings, the Debtors have filed, or will file in the near term, various motions and applications. The Debtors are seeking permission to, among other things, obtain $58.5 million debtor-in-possession financing and use cash collateral, utilize existing cash management system, pay prepetition claims of employees and prohibit utility companies from discontinuing services. A full-text copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/3_SQUARETWO_Declaration.pdf About SquareTwo SquareTwo Financial Corporation, founded in 1994 -- http://www.squaretwofinancial.com-- is a privately held corporation headquartered in Centennial, Colorado. The Debtors' primary business is to acquire, manage, and collect charged-off consumer and commercial accounts receivable, which are accounts that credit issuers have charged off as uncollectible, but that remain owed by the borrower and subject to collection. The Debtors first started purchasing debt in 1998. Since then, they have invested approximately $2.7 billion in acquiring Charged-Off Accounts, representing over $39 billion in face value of accounts. The Debtors' annual cash proceeds have steadily increased over this period, from $8.7 million in 1999, their first full year of operations, to $310.5 million in 2016. The Debtors operate their business through a series of subsidiaries of their parent company, SquareTwo Financial Corporation. Debtors CACH, LLC d/b/a Fresh View Funding, CACV of Colorado, LLC, and Preferred Credit Resources Limited purchase Charged-Off Accounts from financial institutions, finance and leasing companies, and other credit issuers in the United States and Canada. Debtors SquareTwo Financial Services Corporation d/b/a Fresh View Solutions and CCL Financial Inc. are licensed collection agencies that collect amounts owed on Charged-Off Accounts. There are twelve additional subsidiaries with no or nominal operations. The Debtors also operate through several Canadian subsidiaries, directly owned by U.S. Debtor Collect America of Canada LLC, that exclusively purchase and collect Canadian Charged-Off Accounts (mainly consumer debt). The Debtors' Canadian operations are an integral part of their business, accounting for 22.0% of the Debtors' total adjusted EBITDA and 9.2% of their total revenues from Jan. 1, 2016, through Sept. 30, 2016. The Canadian business also represented 10.8% of the Debtors' assets for the period from Jan. 1, 2016, through Dec. 31, 2016. The Debtors maintain their headquarters in Centennial, Colorado, as well as offices in Overland Park, Kansas; Newmarket, Ontario; and Montreal, Quebec. The Debtors also maintain data centers in Centennial, Colorado and Lisle, Illinois, which provide key information technology services (including supporting the eAGLE platform). As of March 6, 2017, the Debtors had approximately 283 employees, none of whom are represented by a union or covered by a collective bargaining agreement. Approximately 198 of these employees work in the Centennial office in executive, operations, business development, and corporate services functions. In 2009 and thereafter, certain of the Debtors were named as defendants in several lawsuits, some of which have been filed as class actions. Specifically, a number of persons commenced class actions against certain of the Debtors and their Law Firms that, among other things, challenged the Debtors' debt collection practices. As of the Petition Date, several such class actions (or purported class actions) are pending against one or more of the Debtors in one or more jurisdictions. As of the Petition Date, there is approximately (a) $41 million in aggregate principal amount plus accrued but unpaid interest and fees outstanding under the First Lien Revolving Credit Facility, (b) $16.3 million in aggregate principal amount outstanding plus accrued but unpaid interest and fees outstanding under the 1.25 Lien Term Loan Facility, (c) $191.5 million in aggregate principal amount outstanding plus accrued but unpaid interest and fees outstanding under the 1.5 Lien Term Loan Facility, and (d) $19.1 million in principal amount of Second Lien Notes remains outstanding plus accrued and unpaid interest. The cases are pending before the Honorable James L. Garrity, Jr., and the Debtors have requested joint administration of the cases under Case No. 17-10659. STATE DRIVE-IN: Creditors to Get $924 Per Month Under Revised Plan ------------------------------------------------------------------ State Drive-In Cleaners, Inc., filed a first corrected first amended disclosure statement dated March 17, 2017, a full-text copy of which is available at: http://bankrupt.com/misc/ctb16-50502-90.pdf The March 17 version of the Disclosure Statement provides that the aggregate monthly plan payments to creditors under the proposed Plan are $924.24 per month, compared to $917.19 per month under the February 9 version of the Disclosure Statement. The Debtor anticipates that the quarterly fees will cease after the second quarter of 2017 or approximately July of 2017. The Debtor further anticipates that the plan payments will commence in May of 2017, leaving a two-three month period where the debtor's net income is less than the required monthly plan payments. The monthly differential during that period would be $170.31 per month. Mr. Raclyn has deposited into the Debtor's account the sum of $510.93 from his personal funds to cover a 3-month shortfall under the plan. The Debtor is proposing to pay Class 3 Allowed Unsecured Priority Claim of the Internal Revenue Services in the amount of $1,138.74 with interest at 3% for 45 months commencing 30 days from the effective date of the plan at the monthly amount of $26.79. The prior plan provides that the same claim will be paid in the amount of $1,138.74 with interest at 3% for 60 months at the monthly amount of $20.46. About State Drive-In Cleaners State Drive-In Cleaners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 16-50502) on April 12, 2016. Thomas V. Battaglia Jr., Esq., at the Law Office of Thomas V. Battaglia, Jr., serves as the Debtor's bankruptcy counsel. T&H PLASTICS: Court Confirms Plan of Reorganization --------------------------------------------------- The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas has confirmed T&H Plastics, Inc.'s plan of reorganization and approved the Debtor's disclosure statement. The Class 3 Claim of Iberia Bank is an allowed claim and will be paid a total of $63,200.16 with no interest as follows: (i)months 1-12 at $600 per month; and (i) months 13-30 at $3,111.12. The Class 2 claim of Iberia Bank is an allowed claim and will be paid as provided for in the Class 2 of the Plan. The Plan does not impair, diminish or otherwise impact the existing personal guarantees of the Iberia Bank indebtedness. Iberia Bank has reached a written agreement with the guarantors of the Iberia Bank indebtedness regarding their guarantee obligations. As reported by the Troubled Company Reporter on Feb. 6, 2017, the Debtor filed with the Court a small business disclosure statement referring to the Debtor's plan of reorganization dated Jan. 30, 2017. Class 5 General Unsecured Claims -- estimated at $604,000 -- is impaired by the Plan. The Debtor will make seven annual installment payments to all creditors with allowed claims in this class. The first installment payment will be made 13 months after the Effective Date of the Plan. The amount of the annual installment payment will be $15,000. This payment will be disbursed to creditors with allowed claims in this class on a pro rata basis. The Plan will be funded by the Reorganized Debtor through future income and continued operation of the business. The Debtor believes the Plan is feasible based on the projections attached hereto as well as the increase in business and diversification of offerings. Additionally, the owners will personally contribute $12,597 to the Debtor as a new capital contribution to help fund the Plan. About T&H Plastics T&H Plastics, Inc., is a for-profit corporation and was incorporated with the Texas Secretary of State on Jan. 31, 2003. The Debtor's principals, Antonio Mendoza and Hector Gomez, have been in the business of plastic recycling since 1984 and 1982 respectively. In 2003, they formed T&H Plastics, Inc., after their previous employer closed Houston Operations. T&H Plastics started operating in the same leased premises that the previous business was leasing prior to 2003. Since 2003, Messrs. Mendoza and Gomez have cultivated relationships with auto parts manufacturers in Mexico from whom they import a large portion of the plastic that they recycle. Some of these vendors supply raw materials to T&H Plastics for low or no cost due to the expense of disposal that they would face. T&H Plastics is diversifying their offerings of plastic recycling services including processing materials for other companies, brokering, toll work which includes compounding and extruding, and regrinding services. T&H Plastics filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-32525) on May 17, 2016. TCC GENERAL: May Use Cash Collateral Until June 30 -------------------------------------------------- The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California has approved TCC General Contracting, Inc.'s third supplement to the Debtor's motion to use cash collateral on an interim and final basis. The Debtor is authorized to use cash collateral, in the amounts specified in the budget, for the period Feb. 17, through June 30, 2017, and the June 30th date may be extended by a written agreement between Windset Capital Corporation and Debtor, and approved by the Court. As reported by the Troubled Company Reporter on Feb. 3, 2017, the Debtor sought authority from the Court to use cash collateral. The Debtor wants to use its monies in the ordinary course of business, to operate its business, to honor existing and future contracts for work, to pay employees, to pay rent and utilities and pay other expenses through plan confirmation pursuant to its proposed budget. The Debtor identifies three entities who assert interests in estate monies: (1) Windset Capital, which is owed $86,959, and is fully secured by the Debtor's cash collateral; (2) IOU Financial, which is owed $34,490, and is fully secured by the Debtor's cash collateral; and (3) Knight Capital Funding, which is owed $78,872, however, it appears to the Debtor that Knight Capital's lien does not attach to equity in cash collateral. The Debtor may deviate from the expenses listed in the budget and the revised budget as to any one category by as much as 15% per period without notice to the secured creditors. Should it be necessary for the Debtor to exceed the approved amounts by a greater percentage, the Debtor will need to obtain approval from the secured creditors. If they do not object to the variance within 48 business hours, then the variance will be deemed approved. The Debtor may roll forward any unused expense allowance week to week by category. To the extent gross revenues exceed projected gross revenues, the Debtor is authorized to use the excess and apply up to 75% of excess (beyond the projected gross revenues) to costs of goods sold. As further adequate protection, the secured creditors are granted replacement liens in all post-petition assets of the Debtor, other than avoidance power actions and recoveries. The replacement liens granted to the secured creditors will have the same extent, validity and priority (and will be subject to the same defenses) as were their respective liens and security interests in prepetition collateral. About TCC General Contracting TCC General Contracting, Inc., operates a water and fire restoration company in Lancaster, California. It employs 30 employees and, based on gross revenues year to date, would realize gross revenues of perhaps $3.3 million. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-18301) on June 22, 2016. The bankruptcy petition was signed by Thomas C. Conroy IV, president. The Debtor is represented by Steven R. Fox, Esq., at the Law Offices of Steven R. Fox. The case is assigned to Judge Sheri Bluebond. The Debtor estimated assets and debt at $500,000 to $1,000,000. UNIFRAX HOLDING: S&P Gives 'B' Rating on New $735MM Sr. Facilities ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Unifrax Holding Co.'s proposed $735 million senior secured credit facilities, which comprise a $75 million revolver due 2022, a $460 million term loan due 2024, and a $200 million euro-equivalent term loan due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. Unifrax will use the proceeds from the proposed senior secured facilities, along with $36 million of cash on hand, to refinance its existing senior secured credit facilities and senior unsecured notes. When the transaction closes, S&P will withdraw all of its ratings on the company's senior secured credit facility due 2018 and senior unsecured notes due 2019. All of S&P's other ratings on Unifrax remain unchanged. RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario assumes a payment default in 2020 arising from a sustained and significant decline in demand for the company's industrial and automotive applications, which would cause its sales and EBITDA to deteriorate. The gross emergence enterprise value of $429 million is based on emergence EBITDA of $78 million and a valuation multiple of 5.5x -- S&P's recovery analysis assumes that in a hypothetical bankruptcy scenario, the residual value would be sufficient to provide the company's senior secured lenders with recovery prospects in the 30%-50% range in the event of a payment default. Simulated default assumptions: -- Simulated year of default: 2020 -- Revolver is 85% drawn Simplified Recovery Waterfall -- Emergence EBITDA: $78 million -- Multiple: 5.5x -- Gross recovery value: $429 million -- Net recovery value after admin expenses (5%): $407 million -- Obligor/nonobligor valuation split: 37%/63% -- Estimated first-lien claims: $728 million -- Recovery range: 30%-50% (rounded estimate: 55%) Note: All debt amounts include six months of prepetition interest RATINGS LIST Unifrax Holding Co. Corporate Credit Rating B/Stable/-- New Rating Unifrax GMBH Unifrax I LLC Unifrax Ltd Unifrax UK Holdco Ltd $75M Revolver Due 2022 B Recovery Rating 3(55%) Unifrax I LLC $460M Term Loan Due 2024 B Recovery Rating 3(55%) $200M euro-equivalent Trm Ln Due 2024 B Recovery Rating 3(55%) UNIQUE MOTORSPORTS: Has Final Order to Use Cash Collateral ---------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas issued an order authorizing Unique Motorsports, Inc's final use of NextGear Capital, Inc. and Grand South Bank, doing business as CarBuckscash, cash collateral to fund payroll obligations and pay other operating expenses. All Cash Collateral received by or on behalf of Debtor will be deposited into the Debtor in possession account and be accounted for in the filing of its monthly operating reports. The Debtor's right to use Cash Collateral under the Final Order will commence on entry of the Final Order. As adequate protection of the Secured Lender's interest, if any, in the Cash Collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code to the extent of any diminution in value from the use of the Collateral, the Court grants the Secured Lenders replacement security liens on and replacement liens on the Debtor's motor vehicles that were financed by the Secured Lenders under the terms of their respective floor plans as of the Petition Date ("Replacement Liens"), whether such property was acquired before or after the Petition Date. Further, such Replacement Liens will be equal to the aggregate diminution in value of the Collateral, if any, that occurs from and after the Petition Date. The Replacement Liens will be of the same validity and priority as the liens of the Secured Lenders on the prepetition Collateral. NextGear has a valid and perfected, non‐avoidable first priority lien on the following automobile: 2008 Ford F250, VIN 1FTSW21RX8EA07312, as well as the proceeds, products, offspring, or profits of the NextGear Vehicle. Upon the sale of the NextGear vehicle, Debtor will pay NextGear all principal, interest, fees, and other charges due NextGear for the NextGear vehicle by the earlier of (i) 48 hours after the disposition by sale or otherwise of the NextGear vehicle; or (ii) 24 hours from the Debtor's receipt of payment for the NextGear vehicle. CarBucks has a valid and perfected, non‐avoidable first priority lien on the following automobiles: 2013 Ford F150, 2006 Ford F250, 2007 Ford F250, 2006 Jeep Cherokee, 1995 Chevrolet Corvette, as well as the proceeds, products, offspring, or profits of the CarBucks vehicles. Upon the sale of the CarBucks vehicles, the Debtor will pay CarBucks all principal, interest, fees, and other charges due CarBucks for the CarBucks vehicles by the earlier of (i) 48 hours after the disposition by sale or otherwise of any of the CarBucks vehicles; or (ii) 24 hours from the Debtor's receipt of payment for the sold CarBucks vehicles. The Debtor will keep all motor vehicles securing Secured Lenders' indebtedness insured. About Unique Motorsports Unique Motorsports, Inc., filed a chapter 11 petition (Bankr. E.D. Tex. Case No. 17-40218) on Feb. 3, 2017. The Debtor is represented by Robert T. DeMarco, Esq. and Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC. The Debtor is a Powerstroke diesel performance and repari facility located in Lewisville, Texas. The Debtor also provides a wide range of other vehicle services, including window tinting, audio video installation, and routine maintenance. The Debtor is also a licensed car dealership with a small inventory of trucks and cars. No trustee or examiner has been appointed, and no official committee of unsecured creditors has yet been established. V & V SUPERMARKETS: Wants Court Approval for Cash Collateral Use ---------------------------------------------------------------- V. & V. Supermarkets, Inc., d/b/a Foodtown of Lake Hiawatha, seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral. The proposed 13-week Budget for the period from March 22, 2017 through June 14, 2017, reflects total operating cash disbursements of approximately $2,919,575 and total non-operating cash use in the aggregate amount of $83,676. The Debtor identifies Mariner's Bank, C&S Wholesale Grocers, Inc., and the State of New Jersey as its major secured creditors. The remaining debt owed on the first Mariner Bank's Loan is approximately $474,068, secured by a blanket lien on the Debtor's assets. Besides the blanket lien on the Debtor's assets, Mariner Bank has Personal Guarantees that are secured by the Chadwick Property and the vacant land and private residence at the 129 Troy Property. C&S Wholesale Grocers, Inc., is owed the approximate amount of $350,000 as of the Petition Date. C&S Wholesale has a blanket lien on the Debtor's assets to secure the Debtor's obligations under the Supply Agreement. The State of New Jersey, Division of Taxation asserts certain monies totaling approximately $502,218 with regard to delinquent State taxes, which have been reduced because of a garnishment. The Debtor relates that since July 1, 2015, the Division has garnished monthly rent of proceeds in the amount of $1,750 from the Debtor's commercial tenant, Me and Him, LLC, t/a Hiawatha Pharmacy. The Debtor asserts that its Secured Creditors will be adequately protected during the pendency of its bankruptcy case by an equity cushion based on the value of the Debtor's assets considering that Mariner Bank and C&S Wholesale have blanket lien on all of the Debtor's assets. . A full-text copy of the Debtor's Motion, dated March 16, 2017, is available at https://is.gd/J3V6U4 V. & V. Supermarkets, Inc., is represented by: Richard D. Trenk, Esq. Irena M. Goldstein, Esq. Robert S. Roglieri, Esq. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, NJ 07052 Phone: (973) 243-8600 About V. & V. Supermarkets, Inc. V. & V. Supermarkets, Inc., d/b/a Foodtown of Lake Hiawatha, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-15174) on March 16, 2017. The Debtor is represented by Richard D. Trenk, Esq., Irena M. Goldstein, Esq., and Robert S. Roglieri, Esq. at Trenk, DiPasquale, Della Fera & Sodono, P.C. No trustee, examiner, or creditors' committee have been appointed in the Debtor's case. VALUEPART INC: Has Until May 6 to Use Cash Collateral ----------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized ValuePart, Inc., to use cash collateral of ACF FinCo I LP and Skokie Investrade on an interim basis to fund working capital, operating expenses, capital expenditures, fixed charges, payroll, and other general corporate purposes arising in the Debtor's ordinary course of business, necessary for the orderly maintenance and operation of the Debtor's business as a going concern. The Debtor's right to use the Lenders' cash collateral will commence on the Petition Date and expire at the earlier of 5:00 p.m. (CST) on the last day of the time period set forth in the Budget or a final hearing on the Debtor's motion to use cash collateral. Notwithstanding such expiration or other termination, or modification, the Lenders are entitled to the liens, priorities and other rights provided. The approved Budget reflects these total operating disbursements: Week of Total Disbursement ------- ------------------ 3/11/17 $832,185 3/18/17 $752,568 3/25/17 $1,018,061 4/01/17 $673,975 4/08/17 $904,145 4/15/17 $692,873 4/22/17 $758,265 4/29/17 $855,006 5/06/17 $1,279,062 The Debtor is authorized to use the Lenders' cash collateral in accordance with the Budget provided, however, total disbursements under the Budget may not exceed 5% on a total-disbursements cumulative basis and 10% on a line-item cumulative basis. Unless otherwise authorized by the Court, the Debtor will not make any payments or sales on inventory to any customers, suppliers or vendors other than ValuePart Changtai Machinery Production Co. and Florida Track & Power, Inc. that are directly or indirectly owned or controlled by any shareholders, officers, directors, members, insiders, employees, or principals of the Debtor without the prior written consent of the Senior Lender. Nothing in the Sixth Interim Order prevents the Lenders from consenting to the use of cash collateral for the payment of ordinary-course post-petition expenses of the estate. The adequate protection provided to the Lenders in the Sixth Interim Order is only to the extent that the Lenders' asserted liens and security interests in the Debtor's pre-Petition Date property are perfected, valid, and not avoidable as of the Petition Date. Subject to the Court so finding, the following Adequate Protection is provided to the Lenders as adequate protection of the Lenders' asserted pre-Petition Date security interests in the Debtor's pre-Petition Date collateral: a. Immediately upon the entry of the Sixth Interim Order, the Debtor will pay to the Senior Lender the $50,000 payment that was due to be paid in February 2017 pursuant to Paragraph 3.a of the Fifth Interim Order Authorizing Debtor's Use Of Cash Collateral And Granting Adequate Protection And Related Relief. b. The Debtor will pay to the Senior Lender: (i) by no later than the first business day of each month with the first payment due March 1, 2017, timely and current monthly payments of accrued interest at the non-default rate in the amount approximated in the Budget as "Adequate Protection for Ares;" plus (ii) by no later than the 20th calendar day of each month with the first payment due March 20, 2017, $100,000 to be applied by the Senior Lender only to outstanding unpaid principal, irrespective of whether such amount is included in the Budget. c. Lenders are each granted, from and after the Petition Date, Replacement Liens and security interests in all of the Debtor's assets, including, without limitation, all accounts and inventory acquired by the Debtor after the Petition Date. d. As of the date of this Interim Order, the Replacement Liens will be valid, perfected, enforceable and effective against the Debtor and its successors and assigns. e. The Replacement Liens in favor of the Senior Lender will constitute a paramount and perfected first priority liens and security interests in such property. f. The Lenders will each have all the rights and remedies of a secured creditor in connection with the liens and security interests granted by the Sixth Interim Order, except to the extent that such rights and remedies may be affected by the Bankruptcy Code, or otherwise. An interim hearing to consider further relief will be scheduled for April 25, 2017, at 9:00 a.m. (PCT). By no later than May 1, 2017, the Debtor and the Committee will file their objection, if any, to the Proof of Claim and any action, objection or challenge to the validity, priority, and enforceability, of the Senior Lender's liens in the collateral securing the obligations set forth in the Proof of Claim. About Valuepart Incorporated ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34169), on Oct. 27, 2016. The petition was signed by Isa Passini, vice president. The case is assigned to Judge Harlin DeWayne Hale. The Debtor estimated assets and liabilities at $10 million to $50 million. ValuePart is a Chicago-based distributor of aftermarket replacement parts for off-highway earthmoving equipment manufacturers such as Caterpillar, Case, Komatsu, Deere, International, Bobcat and Hitachi, along with many others. At the time of the bankruptcy filing, the Debtor operated from eight locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto, and employed approximately 70 employees. Although headquartered in Vernon Hills, Illinois, the Debtor's largest distribution center is located in Dallas, Texas. The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP. The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the Debtor's Claims and Noticing Agent is Upshot Services LLC. The Office of the U.S. Trustee appointed these creditors to serve on the Official Committee of Unsecured Creditors: Federal Mogul, Kunshan Taiheiya Precision Machinery, Pukdoo Industrial Co., Ltd, and Modena Parts S.R.L. VEGA ALTA: Files Plan Addendum to Clarify Liquidation Analysis -------------------------------------------------------------- Vega Alta Community Health, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico an addendum to the disclosure statement dated Feb. 6, 2017, and to the reorganization plan dated Feb. 6, 2017. On March 8, 2017, the U.S. Trustee office filed an objection to the Disclosure Statement and Plan. The purpose of the addendum to Disclosure Statement and Reorganization plan is to provide the following information: a. the Debtor will clarify Article IV, "Liquidation Analysis", pages 12 and 13. The Debtor will explain why the corporation reached to the conclusion that they have zero liquidation value under a Chapter 7 liquidation value analysis. In the Attached Exhibit A, debtor informed that the corporation has approximately $924,151 in accounts receivables. The Debtor estimated that they can only recover approximately $284,868. The Debtor will explain the basis of those estimates in the Article IV Liquidation Analysis of the Disclosure Statement; b. the Debtor will clarify Article V, "Summary of the Plan Classification and Treatment of Claims, Class four", pages 16 and 17. In page 17 of the Disclosure Statement, the Debtor disclosed that the corporation will initiate aggressive actions to collect accounts receivables and that they expects to collect approximately from $25,000 to $50,000. With this addendum to Disclosure Statement and Reorganization Plan, debtor will provide additional information how debtor arrived at these figures; and c. the Debtor will clarify Article XIII, "Means of Execution of the Plan and Management of the Debtor", page 24. The Debtor will explain the reason why at this moment, according with the Debtor's Monthly Operating Reports, the Debtor appears with feasibility problems. The Addendum is available at: http://bankrupt.com/misc/prb16-08128-64.pdf About Vega Alta Vega Alta Community Health, Inc., provides primary medical services to the residents of Vega Alta and nearby areas. The Debtor, based in Catano, Puerto Rico, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08128) on Oct. 11, 2016. Jaime Rodriguez Perez, at Jaime Rodriguez Law Office, PSC, serves as bankruptcy counsel. In its petition, the Debtor listed $25,582 in assets and $1.47 million in liabilities. The petition was signed by Luis M Gonzalez Bermudez, president. VWELLWEST INC: Seeks Court Approval to Use IRS Cash Collateral -------------------------------------------------------------- Vwellwest, Inc., asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize its use of cash collateral. The Debtor tells the Court that it is unable to obtain unsecured credit and has an urgent requirement for the use of cash collateral. The proposed one-month budget projects total operating expenses of approximately $63,164. The Department of Treasury – Internal Revenue Service asserts a security interest in all of the Debtor's accounts receivables, inventory, deposits, office equipment, equipment and all proceeds therein to secure the indebtedness owed by the Debtor to the IRS. The IRS asserts a secured lien in the amount of $274,471 for certain of the assessed tax debts. Accordingly, the Debtor proposes to initially made monthly adequate protection payments to the IRS in the amount of $3,500 consisting of principal and interest on the outstanding debt. In addition, the IRS will be granted valid, binding, enforceable and perfected liens and security interests in and on any of the Debtor's postpetition collateral to the same extent, validity and priority held by the IRS prior to the Petition Date and to the extent of the diminution in the amount of the IRS' Cash Collateral used by the Debtor after the Petition Date. A full-text copy of the Debtor's Motion, dated March 16, 2017, is available at https://is.gd/P4tmM9 A copy of the Debtor's Budget is available at https://is.gd/MxSUzF The Debtor is represented by: Laxmi P. Sarathy, Esq. 2235 W. Washington Blvd, Unit 1 Chicago, IL 60612 Tel: 312-720-8464 Fax: 312-873-4774 About Vwellwest Inc. Vwellwest, Inc., is an active Arizona Corporation, operating a home health care business in Arizona. Its principle business operations, including all of its financial activities, are conducted in its business location located at 651 Amersale Drive, Suite 105, Naperville, IL 60563. Vwellwest, Inc. filed a Chapter 11 petition (Bankr N.D. Ill. Case No. 17-03335) on Feb. 5, 2017. The petition was signed by Jenneth Panaligan, Vice President. The case is assigned to Judge Janet Baer. The Debtor is represented by Laxmi P. Sarathy, Esq. At the time of filing, the Debtor had assets and liabilities between $100,000 and $500,000. WEST CONTRA COSTA: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17 on March 21 appointed three creditors of West Contra Costa Healthcare District to serve on the official committee of unsecured creditors. The committee members are: (1) California Nurses Association 155 Grand Avenue Oakland, CA 94612 (2) Rex Shelton, Vice President Conduent, Inc. fka Xerox Consultant Co. Inc. 5225 Auto Club Drive Dearborn, MI 48126 (3) Sharon Sanders 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. Based in Pinole, California, West Contra Costa Healthcare District dba Doctors Medical Center San Pablo/Pinole filed for Chapter 9 protection on Oct. 20, 2016 (Bankr. N.D. Ca. Case No. 16-42917). Samuel R. Maizel, Esq., at Dentons US LLP, represents the Debtor in its case. The Debtor estimated assets of between $10 million and $50 million, and debts of between $50 million and $100 million. WEST SEATTLE LODGE: Has Until March 24 to Use Cash Collateral ------------------------------------------------------------- Judge Timothy W. Dore of the Bankruptcy Court Western District of Washington to authorized West Seattle Lodge, LLC to use the cash collateral of CBC Partners I, LLC, ("CBC") to pay ongoing normal operating expenses through March 24, 2017. The CBC and the Debtor contend that the CBC extended a non-revolving credit ("Loan") to Debtor on June 10, 2016, evidenced, in part, by a Secured Promissory Note dated as of June 10, 2016, in the stated principal amount of $825,000 ("Note"), plus accrued interest at a fixed rate of 13.5%. The CBC and the Debtor contend that Debtor's obligations under the Loan are secured by a security interest in favor of the CBC in and to all of Debtor's presently owned and thereafter acquired inventory, accounts, general intangibles, rights to payment, and equipment, together with all products and proceeds of the foregoing. The CBC and the Debtor contend that the CBC filed UCC-1 financing statements with the Washington Department of Licensing on June 10, 2016, under file number 2016-162- 7346-2, with respect to the Collateral owned by the Debtor. The CBC and the Debtor contend that Debtor remains indebted to CBC for the unpaid principal balance owing on the Note in the amount of $850,000, plus interest, attorney's fees, costs, and other expenses owing under the Loan Documents. The Debtor asserts that substantially all of the estate's revenue is derived from proceeds of sale of inventory, which, together with all of the estates' cash on hand as of the date of filing and any postpetition proceeds of the CBC's prepetition collateral, constitute Cash Collateral. The Debtor solely to the extent expressly authorized in the operations of the Debtor's business is authorized to use Cash Collateral as set forth in the Budget for the month of March, 2017; provided, however, that such authority will expire at the close of business on March 24, 2017, unless extended by further order of the Court. The approved operating Budget for the month of March 2017 projects a total operating expense in the amount of 129,518, including $52,100 for payroll. The Debtor will be in compliance with its obligations related to the Budget so long as the actual expenditures paid with Cash Collateral do not exceed the corresponding expense line item set forth in the Budget by more than 10%, and the total amount of Cash Collateral used does not exceed the total amount set forth in the Budget for all expenses by more than 5% of the overall Budget on a monthly basis. The CBC will retain all of its pre-petition security interests in all pre-petition collateral, including, without limitation, the Cash Collateral. The Debtor is authorized and directed to provide adequate protection of CBC's interest in the Cash Collateral as set forth in the Order, by granting, on behalf of the estate of the Debtor, the "Replacement Liens" in the same order and priority as existed pre-petition. On an interim basis, the Replacement Liens will be valid, perfected and enforceable security interests and liens on the Cash Collateral and post-petition proceeds thereof without further filing or recording of any document or instrument or any other action. The Order will take effect upon entry by the Court. A hearing on further or final use of cash collateral will be set for March 24, 2017 at 1:30 p.m. The parties may file any further responses by March 17, 2017. About West Seattle Lodge West Seattle Lodge, LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 17-10842) on Feb. 27, 2017. The petition was signed by Shawn Roten, manager. Judge Timothy W. Dore is assigned to the case. The Debtor estimated assets at $54,891 and liabilities at $1.16 million. The Debtor tapped Larry B. Feinstein, Esq., at Vortman & Feinstein as counsel. WILDWOOD CREST: Seeks Cash Collateral to Maintain Bungalows ----------------------------------------------------------- Wildwood Crest LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Washington to use its cash collateral. The Debtor owns and operates the Wildwood Crest Bungalows, consisting of real property located at 131 Barnacle St, Ocean Shores, WA 98569. The Bungalows are residential condominiums that are operated as short-term vacation rentals. Accordingly, the Debtor requests the use of rents to continue to allow payment of all general operations, staffing, payroll, bills, utilities, and other operating expenses for which the Debtor estimates a monthly minimum budget of approximately $2,188. The Debtor submits that the real properties are secured as follows: CREDITOR Amount of Claim -------- --------------- Alan and Karel Bland $29,244 Dean Enell $60,727 Equity Trust Co. $60,727 Glenn Parker $18,032 ROKAB Investments, LLC $419,429 Staples Family Living Trust $174,138 Thielsen Capital Mgmt Co. $12,021 Tim Sawabe $35,942 Tax Priority Claims of Grays Harbor County, WA $38,145 The Deeds of Trust securing these obligations contain an assignment of rents clause. The Debtor requires the use of room rents for an effective reorganization. The Debtor asserts that its Secured Creditors will be adequately protected during the pendency of its bankruptcy case by an equity cushion based on the value of its properties that are worth an estimated $960,000, as against the total amount of secured claim of approximately $810,260. A hearing on the Debtor's use of cash collateral will be held on April 6, 2017 at 9:00 a.m. Any responses to are due on March 30, 2017. A full-text copy of the Debtor's Motion, dated March 16, 2017, is available at https://is.gd/7oKACo About Wildwood Crest Wildwood Crest LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-44155) on Oct. 5, 2016. The petition was signed by Laurie Kazimir, member. The Debtor is represented by Larry B. Feinstein, Esq. at Vortman & Feinstein. At the time of the filing, the Debtor estimated assets and liabilities between $500,000 and $1 million. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Integrated Support Services, Inc. Bankr. E.D. Pa. Case No. 17-11752 Chapter 11 Petition filed March 9, 2017 See http://bankrupt.com/misc/paeb17-11752.pdf Filed Pro Se In re Josephine Jose Edralin Bankr. N.D. Cal. Case No. 17-10175 Chapter 11 Petition filed March 13, 2017 represented by: Iain A. Macdonald, Esq. MACDONALD FERNANDEZ LLP E-mail: iain@macfern.com In re RV Collision And Restoration, LLC Bankr. M.D. Fla. Case No. 17-01590 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/flmb17-01590.pdf represented by: Tyler S Van Voorhees, Esq. TYLER S. VAN VOORHEES LAW, LLC E-mail: tyler@wmrlegal.com In re Retail Designs, LLC Bankr. M.D. Fla. Case No. 17-02044 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/flmb17-02044.pdf represented by: Michael R Dal Lago, Esq. DAL LAGO LAW E-mail: mike@dallagolaw.com In re Center Designs, LLC Bankr. M.D. Fla. Case No. 17-02045 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/flmb17-02045.pdf represented by: Michael R Dal Lago, Esq. DAL LAGO LAW E-mail: mike@dallagolaw.com In re Everett's Automotive, LLC Bankr. N.D. Ill. Case No. 17-07795 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/ilnb17-07795.pdf represented by: Joel A Schechter, Esq. LAW OFFICES OF JOEL SCHECHTER E-mail: joelschechter@covad.net In re God's Love Christian Church, Inc. Bankr. S.D. Ind. Case No. 17-01517 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/insb17-10517.pdf represented by: Troy P Tyson, Esq. TYSON LAW FIRM, P.C. E-mail: troy@tysonlawfirmpc.com In re India Bazar LLC Bankr. D. Mass. Case No. 17-10848 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/mab17-10848.pdf represented by: Praven Shenoy, Esq. BABANIKAS, ZIEDMAN & KING, P.C. E-mail: ps@bzklaw.com In re John Gordon Scott Bankr. W.D. Mich. Case No. 17-01136 Chapter 11 Petition filed March 13, 2017 represented by: Jeffrey C. Alandt, Esq. LAW OFFICE OF JEFFREY C. ALANDT, PLLC E-mail: jalandtecf@gmail.com In re Maria Alanis Bankr. D. Nev. Case No. 17-11155 Chapter 11 Petition filed March 13, 2017 represented by: Michael J. Harker, Esq. E-mail: notices@harkerlawfirm.com In re Roosevelt Properties Inc. Bankr. E.D.N.Y. Case No. 17-71450 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/nysb17-71450.pdf Filed Pro Se In re The Machine, LLC Bankr. D. Utah Case No. 17-21843 Chapter 11 Petition filed March 13, 2017 See http://bankrupt.com/misc/utb17-21843.pdf represented by: Paul Lydolph, III, Esq. LAW OFFICE OF PAUL LYDOLPH E-mail: paul@lydolhplaw.com In re Nature's Choice Landscape Supply, Inc. Bankr. N.D. Ill. Case No. 17-07949 Chapter 11 Petition filed March 14, 2017 See http://bankrupt.com/misc/ilnb17-07949.pdf represented by: Gina B Krol, Esq. COHEN & KROL E-mail: gkrol@cohenandkrol.com In re Arsenal Investments, LLC Bankr. S.D. Ind. Case No. 17-01606 Chapter 11 Petition filed March 14, 2017 See http://bankrupt.com/misc/insb17-01606.pdf represented by: Christopher J. McElwee, Esq. MONDAY RODEHEFFER JONES & ALBRIGHT E-mail: cmcelwee@mrjalaw.com In re Jim Sutton Enterprises, LLC Bankr. S.D. Ind. Case No. 17-90361 Chapter 11 Petition filed March 14, 2017 See http://bankrupt.com/misc/insb17-90361.pdf represented by: Eric C. Redman, Esq. REDMAN LUDWIG PC E-mail: ksmith@redmanludwig.com In re J. Cioffi Leasing & Trucking, Inc. Bankr. D.N.J. Case No. 17-14967 Chapter 11 Petition filed March 14, 2017 See http://bankrupt.com/misc/njb17-14967.pdf represented by: Christopher J. Balala, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP E-mail: cbalala@scuramealey.com In re Gregory Lee Crockett Bankr. M.D. Tenn. Case No. 17-01746 Chapter 11 Petition filed March 14, 2017 represented by: M. Todd Jackson, Esq. JACKSON & ASSOCIATES PC E-mail: todd@toddjacksonlaw.com In re Ronald Eugene Baier and Susan Allie Baier Bankr. D. Ariz. Case No. 17-02450 Chapter 11 Petition filed March 15, 2017 represented by: Kenneth L. Neeley, Esq. NEELEY LAW FIRM, PLC E-mail: ecf@neeleylaw.com In re Amador Martinez Cuevas Bankr. C.D. Cal. Case No. 17-10653 Chapter 11 Petition filed March 15, 2017 represented by: Michael R Lewis, Esq. Lewis & Ham Llp E-mail: mlewis@lewishamlaw.com In re WIA Marketing LLC Bankr. C.D. Cal. Case No. 17-13144 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/cacb17-13144.pdf Filed Pro Se In re TMTM Inc. Bankr. N.D. Cal. Case No. 17-30239 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/canb17-30239.pdf represented by: Robert L. Goldstein , Esq. LAW OFFICES OF ROBERT L. GOLDSTEIN E-mail: rgoldstein@taxexit.com In re Heather Bliss Bankr. D. Conn. Case No. 17-50281 Chapter 11 Petition filed March 15, 2017 represented by: John A. Pinheiro, Esq. E-mail: pinheirojohna@gmail.com In re G.F.M. Operations, Inc. Bankr. S.D. Fla. Case No. 17-13067 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/flsb17-13067.pdf represented by: Ben R. Hetfeld, Esq. LAW OFFICE OF BEN R. HETFELD E-mail: bhetfeld@aol.com In re Oasis Moving & Storage Inc. Bankr. D. Nev. Case No. 17-11224 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/nvb17-11224.pdf represented by: Timothy P. Thomas, Esq. LAW OFFICES OF TIMOTHY P. THOMAS, LLC E-mail: tthomas@tthomaslaw.com In re Donald Nix LLC Bankr. D.N.J. Case No. 17-14989 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/njb17-14989.pdf represented by: Ellen R. Greenberg, Esq. E-mail: elleng543@yahoo.com In re BUA Management Inc. Bankr. W.D.N.Y. Case No. 17-10479 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/nywb17-10479.pdf Filed Pro Se In re D.C. Sales & Service, Inc. Bankr. W.D. Pa. Case No. 17-70205 Chapter 11 Petition filed March 15, 2017 See http://bankrupt.com/misc/pawb17-70205.pdf represented by: Brian P. Cavanaugh, Esq. STEWART MCARDLE & SORICE, LLC E-mail: bcavanaugh@greensburglaw.com In re Willie Calvin Clayton Bankr. S.D. Tex. Case No. 17-31626 Chapter 11 Petition filed March 15, 2017 represented by: James Q. Pope, Esq. THE POPE LAW FIRM E-mail: ecf@thepopelawfirm.com In re Nicholas Kaye and Lori Kaye Bankr. E.D. Wis. Case No. 17-22124 Chapter 11 Petition filed March 15, 2017 represented by: Dayten P. Hanson, Esq. HANSON & PAYNE, LLC E-mail: dph@hansonpayne.com In re American River Detail Auto Body Bankr. E.D. Cal. Case No. 17-21729 Chapter 11 Petition filed March 16, 2017 See http://bankrupt.com/misc/caeb17-21729.pdf Filed Pro Se In re Eric Matthew Schmidt and Kelli Brooke Schmidt Bankr. N.D. Cal. Case No. 17-50629 Chapter 11 Petition filed March 16, 2017 represented by: Charles B. Greene, Esq. LAW OFFICES OF CHARLES B. GREENE E-mail: cbgattyecf@aol.com In re Dennis J. Huelbig, Jr. Bankr. D. Nev. Case No. 17-11251 Chapter 11 Petition filed March 16, 2017 See http://bankrupt.com/misc/nvb17-11251.pdf Filed Pro Se In re Little Zion Church Bankr. E.D. Pa. Case No. 17-11861 Chapter 11 Petition filed March 16, 2017 represented by: Deon B. Browning, Esq. BROWNING LEGAL GROUP E-mail: deon@browninglg.com In re Kathryn Ann Simmons Bankr. S.D.W. Va. Case No. 17-20127 Chapter 11 Petition filed March 16, 2017 represented by: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE E-mail: joecaldwell@frontier.com In re Village News, Inc. Bankr. C.D. Cal. Case No. 17-12082 Chapter 11 Petition filed March 17, 2017 See http://bankrupt.com/misc/cacb17-12082.pdf represented by: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES E-mail: robert@thetemeculalawfirm.com In re Kermit Wayne Aycock and Eva Powell Aycock Bankr. E.D.N.C. Case No. 17-01325 Chapter 11 Petition filed March 17, 2017 represented by: George M. Oliver, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC E-mail: efile@ofc-law.com In re Lytle Trucking, LLC Bankr. D. Neb. Case No. 17-40371 Chapter 11 Petition filed March 17, 2017 See http://bankrupt.com/misc/neb17-40371.pdf represented by: John C. Hahn, Esq. WOLFE, SNOWDEN, HURD, LUERS & AHL, LLP E-mail: bankruptcy@wolfesnowden.com In re Doris Bohorquez Bankr. D.N.J. Case No. 17-15194 Chapter 11 Petition filed March 17, 2017 Filed Pro Se In re Jayram Realty Corp. Bankr. E.D.N.Y. Case No. 17-71576 Chapter 11 Petition filed March 17, 2017 See http://bankrupt.com/misc/nysb17-71576.pdf Filed Pro Se In re Steven Jacob Traub Bankr. D.N.M. Case No. 17-10628 Chapter 11 Petition filed March 17, 2017 represented by: Edward Alexander Mazel, Esq. ASKEW & MAZEL, LLC Email: edmazel@askewmazelfirm.com In re Fernhill Realty Corp. Bankr. W.D.N.Y. Case No. 17-10505 Chapter 11 Petition filed March 17, 2017 See http://bankrupt.com/misc/nywb17-10505.pdf Filed Pro Se In re Karen Lee Freeman Bankr. M.D. Tenn. Case No. 17-01874 Chapter 11 Petition filed March 17, 2017 represented by: M. Todd Jackson, Esq. JACKSON & ASSOCIATES PC E-mail: todd@toddjacksonlaw.com In re Gulf Coast Hospice of Houston, Ltd. Bankr. S.D. Tex. Case No. 17-31653 Chapter 11 Petition filed March 17, 2017 See http://bankrupt.com/misc/txsb17-31653.pdf represented by: Timothy Webb, Esq. WEBB ASSOCIATES E-mail: timwebblaw@aol.com In re Herbert Vanzell Woodard Bankr. E.D.N.C. Case No. 17-01336 Chapter 11 Petition filed March 19, 2017 represented by: John G. Rhyne, Esq. E-mail: johnrhyne@johnrhynelaw.com In re Village Pub and Grub Bankr. S.D. Fla. Case No. 17-13316 Chapter 11 Petition filed March 20, 2017 See http://bankrupt.com/misc/flsb17-13316.pdf represented by: Adam D. Farber, Esq. LAW OFFICES OF FARBER + ELAM, LLC E-mail: afarber@adamfarberlaw.com In re Travelers of America, Inc. Bankr. S.D. Fla. Case No. 17-13341 Chapter 11 Petition filed March 20, 2017 See http://bankrupt.com/misc/flsb17-13341.pdf represented by: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: Chad@cvhlawgroup.com In re Stepping Stones, Inc. Bankr. N.D. Miss. Case No. 17-11015 Chapter 11 Petition filed March 20, 2017 See http://bankrupt.com/misc/msnb17-11015.pdf represented by: Robert Gambrell, Esq. GAMBRELL & ASSOCIATES, PLLC E-mail: rg@ms-bankruptcy.com In re Aubrey L. Meade, Jr. Bankr. E.D.N.C. Case No. 17-01360 Chapter 11 Petition filed March 20, 2017 represented by: J.M. Cook, Esq. J.M. COOK, P.A. E-mail: J.M.Cook@jmcookesq.com In re Mattison Avenue Ventures, LLC Bankr. D.N.J. Case No. 17-15424 Chapter 11 Petition filed March 20, 2017 See http://bankrupt.com/misc/njb17-15424.pdf represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: morrlaw@aol.com In re Andrea Satty Bankr. S.D.N.Y. Case No. 17-10681 Chapter 11 Petition filed March 20, 2017 represented by: Bruce Weiner, Esq. ROSENBERG, MUSSO & WEINER, LLP E-mail: courts@nybankruptcy.net In re Donald E. Wohlk, Jr. and Cindy L. Wohlk Bankr. W.D. Wis. Case No. 17-10878 Chapter 11 Petition filed March 20, 2017 represented by: Mark N. Mathias, Esq. FREUND LAW OFFICE E-mail: freundlaw@fastmail.fm ********* 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. 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The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. 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