/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170425.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 25, 2017, Vol. 21, No. 114 Headlines 1201 ERNSTON ROAD: Seeks August 8 Plan Exclusivity Extension 5310 BAYHAM: Seeks to Hire Maxwell Dunn as Legal Counsel ABENGOA BIOENERGY: Wants to File Chapter 11 Plan by July 18 ABENGOA KANSAS: Unsecureds to Get 95% Under Liquidation Plan ACADEMY LTD: Moody's Revises Outlook to Neg. & Affirms B2 CFR ADAMIS PHARMACEUTICALS: Prices $15M Public Common Stock Offering ADAMIS PHARMACEUTICALS: Registers Additional $457,526 Securities ADAMS RESOURCES: Case Summary & 20 Largest Unsecured Creditors AEROSPACE HOLDINGS: Hearing on Asset Sale Set for May 1 AIR MEDICAL: Moody's Affirms B3 Corporate Family Rating AP EXHAUST: Moody's Assigns B3 CFR & Rates $315MM 1st Lien Loan B2 AP XPRESS: Taps Gilman & Edwards as Legal Counsel AVAYA INC: Tries to Fight BlackBerry's Bid for Relief From Stay BEACH SEAFOOD: Case Summary & 20 Largest Unsecured Creditors BRUCE FINDER: Wilmington Savings Buying Assets Via $646K Credit Bid BURKEEN TRUCKING: May 25 Disclosure Statement Hearing CARESTREAM HEALTH: S&P Puts 'B' CCR on Watch Neg. on Divestiture CASTLE ARCH: Trustee Can Auction Mohave Property Through Statewide CHARLES WALKER: Wilson Buying Nashville House and Lot for $210K CHEE CHEE: Dave Black Buying Spokane Properties for $450K CLAIRE'S STORES: Provides Supplemental Financial Information CLINE GRAIN: Spouses Clines Want to Use Cash Collateral CORTLAND HABITATS: U.S. Trustee Unable to Appoint Committee CUMBERLAND VALLEY: Seeks to Hire Berkshire as Real Estate Broker CUSTOM SOFTWARE: Unsecureds to Recover 20%-30% Under Plan DART MUSIC: May 22 Deadline for Bids, May 29 Auction Set DEAN FOODS: Egan-Jones Hikes Sr. Unsec. Ratings to BB DEEP HARBOR FARM: Taps Russack Associates as Legal Counsel DEL RESTAURANT: Unsecureds to Get 10% in 4 Bi-Annual Payments DEVON ENERGY: Moody's Hikes Corporate Family Rating to Ba1 DEXTERA SURGICAL: Amends Prospectus of Common Stock & Warrants DOLPHIN DIGITAL: Files Notice of Exempt Offering of Securities DOLPHIN DIGITAL: Incurs $37.2 Million Net Loss for 2016 EATERIES INC: Seeks Approval of $500K DIP Loan, Use Cash Collateral EATERIES INC: Taps Crowe & Dunlevy as Legal Counsel EATERIES INC: Taps D.R. Payne as Financial Advisor & Accountant ECOSPHERE TECHNOLOGIES: Incurs $7.97 Million Net Loss for 2016 ENLINK MIDSTREAM: Moody's Hikes Corporate Family Rating to Ba1 ENVISAGE DEVELOPMENT: Voluntary Chapter 11 Case Summary ERIE STREET INVESTORS: Has Interim OK to Use Cash Until May 12 FARMERS GRAIN: Taps Angstman Johnson as Legal Counsel FLORIDA GLASS: Chapter 11 Plan and Disclosure Statement Filed FLYGLO LLC: Case Summary & 20 Largest Unsecured Creditors FORBES ENERGY: Prepackaged Joint Plan Declared Effective FRESH & EASY: Selling Liquor License No. 539705 for $10K FRESH ICE CREAM: Seeks to Hire Anchin Block as Accountant FUNCTION(X) INC: Wetpaint.com Stories Now on Apple News GARY DEAN ROGERS: Johnson Buying Personal Property for $144K GENERAL MOTORS: SC Tosses Request to Review Bankruptcy Ruling GENERAL WIRELESS: Defends Bonus Plans Against Panel & US Trustee GLYECO INC: Closes Amended Sale-Leaseback Transaction With NFS GRANDPARENTS.COM: Has Interim OK on Financing, Cash Collateral Use GREAT BASIN: Amends 2017 Exchange Agreements GREAT BASIN: Has 1.8M Outstanding Common Shares as of April 21 GREEN FUEL: Unsecured to be Paid in Full at 3.5% in 60 Months GREYSTONE LOGISTICS: Reports Third Quarter Results of Operations GRIFFIN SIGNS: Hearing on Disclosures Approval Set for May 18 HALT MEDICAL: U.S. Trustee Unable to Appoint Committee HAPPY JACK'S: Unsecureds to Get $50,000 Per Year in 2025 & 2026 HARRINGTON & KING: Unsecureds to Get 25% in 5 Years HIDALGO INDUSTRIAL: Allowed to Use Cash Collateral Until May 3 HOOPER HOLMES: John Pappajohn Owns 14.8% Stake as of April 6 I.O. METRO: Case Summary & 20 Largest Unsecured Creditors IHEARTCOMMUNICATIONS INC: Supplements Offering Circular IMAGEWARE SYSTEMS: Amends Form 10-K to Add Disclosures IMH FINANCIAL: JPMorgan Holds 25.77% Equity Stake as of April 11 INTEGRATED STRUCTURES: Settles Carpenters' Claim for $355K INTERLEUKIN GENETICS: Reports $7.4 Million Net Loss for 2016 IREP MONTGOMERY-MRF: Plan Exclusivity Period Extended to July 31 ISAACSON IMPLEMENT: U.S. Trustee Unable to Appoint Committee JPS COMPLETION: Sale of Midland Property to Cooper for $100K Okayed JTRL LLC: Seeks to Hire Calaiaro Valencik as Legal Counsel KEMET CORP: Completes Acquisition of NEC Tokin KENDALL LAKE: Asks Court to Move Plan Filing Deadline to June 22 KIWA BIO-TECH: Swings to $963K Profit in 2016 LAPS ENTERPRISES: Unsecureds to be Paid in Full from Property Sale LAST CALL: Court Extends Plan Filing Deadline to June 6 LILY ROBOTICS: Committee Taps DAK Group as Financial Advisor LIVE OAK HOLDING: Trustee Taps Pacific Commercial as Broker LOMAX HACKING: Seeks to Hire Grant Company as Accountant LYONDELL CHEMICAL: Blavatnik Claims Over Basell Merger Tossed MANNINGTON MILLS: S&P Affirms BB- CCR & Revises Outlook to Stable MAXUS ENERGY: 31 Group Buying MUSE's Neptune for $15.3M MAXUS ENERGY: Wants OK to Sell 15% of Neptune to 31 Group MIDWEST ASPHALT: Wants to Continue Using Callidus Cash Collateral MOUNTAIN DIVIDE: Wants Exclusivity Moved to June Amid Mediation NABORS DRILLING: Ex-Worker's Suit Doesn't Merit Exception to Stay NATIONAL OILWELL: Egan-Jones Lowers Sr. Unsec. Ratings to BB NATURE'S CHOICE: Swift Does Not Consent to Use of Cash Collateral NORTHERN OIL: Life Time Chairman Holds 7.29% Stake as of April 18 NOVATION COMPANIES: Plan Solicitation Period Extended to June 30 NOVATION COS: Seeks to Expand Scope of Deloitte Tax Services NUVERRA ENVIRONMENTAL: Term Loan Facility Hiked by $3.5 Million OCWEN FINANCIAL: Moody's Puts B3 CFR on Review for Downgrade OCWEN FINANCIAL: S&P Lowers ICR to 'B-' on Regulatory Issues ONIX CAPITAL: Wants Creditors' Bid for Involuntary Bankr. Rejected OUTER HARBOR: Has Until June 26 to File Plan PAE HOLDING: Moody's Affirms B3 CFR; Outlook Stable PANDA TEMPLE: April 28 Meeting Set to Form Creditors' Panel PANDA TEMPLE: Court OKs $1.6M of $10M Proposed DIP Loan PANDA TEMPLE: Prepetition Lenders Will Own Company Post-Emergence PAUL NGUYEN: Cohen Buying Garden Grove Property for $1.4 Million PAWS AND CLAWS: Court Extends Plan Filing Period to May 15 PAYLESS HOLDINGS: Taps Guggenheim Securities as Investment Banker PAYLESS HOLDINGS: Taps Retail Consulting as Real Estate Advisor PICO HOLDINGS: Century Offers $11.35 for UCP; Bidding Begins PMO CARE PLLC: Seeks Authorization on Cash Collateral Use PSH PROPERTIES: Seeks to Hire Tarbox Law as Legal Counsel PURPLE HOUSE: Seeks to Hire Russack Associates as Legal Counsel RELIABLE HUMAN: U.S. Trustee Unable to Appoint Committee RELIANCE INTERMEDIATE: S&P Puts 'BB+' CCR on CreditWatch Positive REVOLUTION ALUMINUM: Taps Beau Box as Broker & Manager ROBISON TIRE: Chapter 11 Plan and Disclosure Statement Filed ROSETTA TAXI: Seeks to Hire Sommerstein as Legal Counsel RUPARI HOLDING: Taps Donlin Recano as Administrative Agent RUPARI HOLDING: Taps Kinetic Advisors as Financial Advisor RUPARI HOLDING: Tony Roma's Tries to Block Bid Procedures Okay RV COLLISION: Principals Pay $10,000 Initial Retainer to Voorhees RWK ELECTRIC: Taps Dickinson Wright as Receivables Counsel SAEXPLORATION HOLDINGS: Wins $20 Million of New Project Awards SAMUEL MOORE: Tanney Buying Bethel Park Property for $185K SANDY TRANS: Taps Sommerstein as Legal Counsel SAVANNA ENERGY: Enters Into Temporary Waiver Agreement SEGHO TRANS: Seeks to Hire Sommerstein as Legal Counsel SELINSKY PALMS: Case Summary & Unsecured Creditor SKYY LABORATORY: U.S. Trustee Unable to Appoint Committee SOUTHEAST ALABAMA FABRICARE: Involuntary Chapter 11 Case Summary STILLWATER MINING: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+ SUCCESS INC: AS Peleus to Get More than $976K Under Latest Plan SUNCOR ENERGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ SUNEDISON INC: Court Snubs Bid for Discovery SUNPOWER BY RENEWABLE: Court Extends Plan Exclusivity to May 9 SUNPOWER BY RENEWABLE: Court Extends Plan Exclusivity to May 9 SUNVALLEY SOLAR: Incurs $999K Net Loss for 2016 SWIFT ENERGY: Egan-Jones Withdrew 'D' LC Sr. Unsec. Rating SWING HOUSE: 7175 WB Seeks Termination of Exclusivity Periods TECK RESOURCES: Egan-Jones Upgrades Sr. Unsec. Ratings to BB TERESA GIUDICE: Fights Ex-Counsel's Bid to Dismiss Malpractice Suit THAT FURNITURE: U.S. Trustee Unable to Appoint Committee TILGHMAN ISLAND INN: Taps Russack Associates as Legal Counsel TITAN CONSTRUCTION: Unsecureds to be Paid in Full in 6 Years TRANSGENOMIC INC: Completes Bridge Financing for Precipio Merger TRI-CITY COMMUNITY: Unsecureds to Recoup 17% Under Liquidating Plan TRONOX INC: 2nd Circuit Junks Bid to Reopen Kerr-McGee Lawsuit ULTRA PETROLEUM: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings UNITY RESPIRATORY: U.S. Trustee Unable to Appoint Committee VENOCO LLC: May 4 Meeting Set to Form Creditors' Panel VERDUGO ENTERPRISES: Involuntary Chapter 11 Case Summary VILLAGE NEWS: Taps Rosenstein & Associates as Legal Counsel WALLACE RUSH: Can Use Paycheck Cash Collateral WAYNE PERRY: U.S. Trustee Unable to Appoint Committee WESTINGHOUSE ELECTRIC: Utilities Object to Adequate Assurance Pay WHITEWAVE FOODS: Moody's Ups Senior Unsecured Notes from B1 WILLIAMS COS: Egan-Jones Hikes Sr. Unsec. Ratings to BB- WILSON'S OUTDOOR: Seeks to Hire Joe R. Pyle as Auctioneer YRC WORLDWIDE: Egan-Jones Cuts Sr. Unsec. Ratings to B- ZUCKER GOLDBERG: Disclosures OK'd; Plan Hearing on May 25 [*] CohnReznick Capital Markets Changes Name to CohnReznick Capital [*] Sheriff Scott Israel Can't Dodge Ex-Worker's False Arrest Suit [^] Large Companies with Insolvent Balance Sheet ********* 1201 ERNSTON ROAD: Seeks August 8 Plan Exclusivity Extension ------------------------------------------------------------ 1201 Ernston Road Realty Corp., requests the U.S. Bankruptcy Court for the District of New Jersey to extend the time periods in which only the Debtor may file a plan of reorganization until August 8, 2017, and to solicit acceptances of such plan until October 6, 2017. The Debtor intends to use any additional time to complete its due diligence efforts, including marketing the Property for sale, finalizing negotiations, and subsequently submitting a viable, good faith plan. The Debtor avers that it is in the process of finalizing interviews of three commercial brokers to select the best and most experienced realtor to aggressively market for sale the Debtor's commercial real property located at 1201 Ernston Road, South Amboy, New Jersey, while maximizing a return for the estate. On April 21, 2017, the Debtor filed an application to employ Ray Brooks Realty, Inc. as the Debtor's realtor. Although the Debtor has made progress in connection with its reorganization efforts, additional time is required to prepare and finalize a plan. Currently, the Debtor is still working on a potential plan of reorganization or liquidation, seeking a result that will be fair, equitable, and transparent to all of its creditors. A hearing will be held on May 9, 2017 at 10:00 a.m. to consider the Debtor's request for exclusivity extension. About 1201 Ernston Road Realty Corp. 1201 Ernston Road Realty Corp., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-10549) on Jan. 10, 2017, disclosing both assets and liabilities to be between $500,000 to $1 million. The Petition was signed by Ana Orisini, President. The Debtor is represented by Anthony Sodono III, Esq. at Trenk DiPasquale Della Fera & Sodono, P.C. The Debtor employs RJAC and Associates, LLC, as accountant. 5310 BAYHAM: Seeks to Hire Maxwell Dunn as Legal Counsel -------------------------------------------------------- 5310 Bayham, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Maxwell Dunn PLC to, among other things, assist in any potential sale of its assets, prepare a bankruptcy plan, assist in setting up structure of plan payments, and represent the Debtor in adversary cases. The hourly rates charged by the firm are: Brenda Maxwell Attorney $350 Ethan Dunn Attorney $300 Tierney Eaton Attorney $200 Anthony Smith Paralegal $115 LaTamara Chavis Paralegal $105 Hend Alhakam Legal Assistant $65 Ethan Dunn, Esq., disclosed in a court filing that he and other professionals employed by the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ethan D. Dunn, Esq. Maxwell Dunn, PLC 24725 W. 12 Mile Rd., Suite 304 Southfield, MI 48034 Phone: (248) 246-1166 Email: edunn@maxwelldunnlaw.com About 5310 Bayham LLC 5310 Bayham, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-44836) on March 31, 2017. The petition was signed by Randal A. Manny, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ABENGOA BIOENERGY: Wants to File Chapter 11 Plan by July 18 ----------------------------------------------------------- Abengoa Bioenergy US Holding, LLC and its debtor affiliates request the U.S. Bankruptcy Court for the Easter District of Missouri to extend the exclusive periods within which to file and solicit acceptances of a chapter 11 plan by 90 days, or through July 18, 2017 and September 18, 2017, respectively. The Debtors relate that since the commencement of their chapter 11 cases, the Debtors and their professionals have undertaken substantial efforts to accomplish three major tasks: (1) assuring smooth transition to operating as debtors in possession in chapter 11 cases; (2) restarting two ethanol production facilities that had been shuttered in late 2015 due to the lack of funding; and (3) consummating a sale process for substantially all of the Debtors' assets. The Debtors further relate that they have consummated the sale of substantially all of their assets, and after the consummation of the sale, they have worked diligently with the Committee, and their respective advisors to formulate a consensual chapter 11 plan. Eventually, on January 25, 2017 the Debtors and the Committee filed Joint Plans of Liquidation along with the Disclosure Statement. However, these filings have been subsequently amended and modified from time-to-time. Consequently, the Court approved a Third Amended Disclosure Statement after a hearing on February 27, 2017. The Confirmation Hearing has been scheduled for April 26, 2017 at 10:00 a.m. However, on March 13, 2017, the Committee filed a Complaint for Subordination of Interest and Objection to the Claims of Compania Espanola de Financiacion del Desarrollo, Cofides, S.A., thereby initiating an adversary proceeding against Compania Espanola de Financiacion del Desarrollo, Cofides, S.A under Adversary Case No. 17-04040. As such, the Debtors and the Committee have been involved in extensive litigation surrounding Cofides' claims and the confirmation of the Plan, including the Adversary Case, since the approval of the Disclosure Statement. Because of ongoing discovery among the Parties, the Court has entered an Amended Confirmation Hearing and Adversary Proceeding Scheduling Order, postponing the Confirmation Hearing until May 17, 2017 at 10:00 a.m. The Debtors believe that maintaining their exclusive right to file and solicit votes on the Plan is critical to their ability to complete this process and achieve their remaining goals as efficiently and expeditiously as possible without the risk of the substantial additional costs and disruption that could follow an expiration of the Exclusivity Periods. Accordingly, the Debtors request an extension of the Exclusivity Periods to allow them to continue to focus on finalizing the progress to date. A hearing will be held on April 26, 2017 at 10:00 a.m. to consider the Debtors' request for exclusivity extension. About Abengoa Bioenergy US Holding Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary Case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. The Troubled Company Reporter, on March 14, 2016, reported that the Office of the U.S. Trustee appointed seven creditors of Abengoa Bioenergy US Holding LLC and its affiliates to serve on the official committee of unsecured creditors. The Office of the U.S. Trustee on June 14 appointed three creditors of Abengoa Bioenergy Biomass of Kansas LLC to serve on the official committee of unsecured creditors. The Creditors' Committee of Abengoa Bioenergy US Holdings, et al., retained Lovells US LLP as counsel, Thompson Coburn LLP as local counsel, and FTI Consulting, Inc., as Financial Advisor. The Creditors' Committee of Abengoa Bioenergy Biomass of Kansas, LLC, retained Baker & Hostetler LLP as counsel, Robert L. Baer as local counsel, and MelCap Partners, LLC as financial advisor and investment banker. ABENGOA KANSAS: Unsecureds to Get 95% Under Liquidation Plan ------------------------------------------------------------ Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas will convene a hearing on May 22, 2017, at 9:00 a.m. to consider approval of the disclosure statement and chapter 11 plan of liquidation filed by Abengoa Bioenergy Biomass of Kansas LLC. Objections to the Disclosure Statement shall be filed and served on or before May 17, 2017. Under the liquidating plan, class 2 Allowed General Unsecured Claim shall receive its Pro Rata share of remaining Cash. Distributions to holders of Allowed General Unsecured Claims shall be made as soon as practicable as the Liquidating Trustee may determine in its sole discretion. Estimated recovery for this class is 95%. On the Effective Date, the Liquidating Trustee shall sign the Liquidating Trust Agreement and, in his capacity as Liquidating Trustee, accept all Liquidating Trust Assets on behalf of the beneficiaries thereof, and be authorized to obtain, seek the turnover, liquidate, and collect all of the Liquidating Trust Assets not in his or her possession. The Liquidating Trust will then be deemed created and effective without any further action by the Bankruptcy Court or any Person as of the Effective Date. The holders of General Unsecured Claims against the Debtor entitled to Distributions shall be the beneficiaries of the Liquidating Trust. Such beneficiaries shall be bound by the Liquidating Trust Agreement. The interests of the beneficiaries in the Liquidating Trust shall be uncertificated and nontransferable except upon death of the interest holder or by operation of law. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ksb16-10446-812.pdf Co-Counsel to the Debtor: Vincent P. Slusher, Esq. David E. Avraham, Esq. DLA PIPER LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas 75201-4629 Telephone: (214) 743-4500 Facsimile: (214) 743-4545 vince.slusher@dlapiper.com david.avraham@dlapiper.com -- and -- R. Craig Martin, Esq. Kaitlin M. Edelman, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 craig.martin@dlapiper.com kaitlin.edelman@dlapiper.com -- and -- Christine L. Schlomann, Esq. Richard W. Engel, Jr., Esq. Erin M. Edelman, Esq. ARMSTRONG TEASDALE LLP 2345 Grand Blvd., Suite 1500 Kansas City, Missouri 64108 Telephone: (816) 472-3153 Facsimile: (816) 221-0786 cschlomann@armstrongteasdale.com rengel@armstrongteasdale.com eedelman@armstrongteasdale.com About Abengoa Bioenergy US Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC. ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. About Abengoa Bioenergy Biomass of Kansas On March 23, 2016, three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed an involuntary petition under chapter 7 of the Bankruptcy Code. The case was converted to a case under chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Bioenergy Biomass of Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding the debtor and its known creditors do not warrant transferring the case. The Debtor is represented by Christine L. Schlomann, Esq., Richard W. Engel, Jr., Esq., and Erin M. Edelman, Esq., at Armstrong Teasdale LLP, Vincent P. Slusher, Esq., David E. Avraham, Esq., R. Craig Martin, Esq., and Kaitlin M. Edelman, Esq., at DLA Piper LLP (US). Petitioning creditor Brahma Group, Inc. is represented by W. Rick Griffin, Esq. -- wrgriffin@martinpringle.com -- and Samantha M Woods, Esq. -- smwoods@martinpringle.com -- at Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Robert M. Pitkin, Esq. -- rPitkin@hab-law.com -- and Danne W Webb, Esq. -- dwebb@hab-law.com -- at Horn Aylward & Bandy LLC. The Official Committee of Unsecured Creditors is represented in the Kansas bankruptcy case by Adam L. Fletcher, Esq., Michelle Manzoian, Esq., Alexis C. Beachdell, Esq., Michael A. VanNiel, Esq., and Kelly S Burgan, Esq., at Baker & Hostetler LLP and Robert L. Baer, Esq., at Cosgrove, Webb & Oman. ACADEMY LTD: Moody's Revises Outlook to Neg. & Affirms B2 CFR ------------------------------------------------------------- Moody's Investors Service changed Academy Ltd.'s outlook to negative from stable and affirmed all of the company's ratings, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating ("PDR") and B2 senior secured term loan rating. The negative outlook reflects the risk that Academy may not be able to reverse its 2016 earnings declines in the near term, resulting in continued high leverage and diminished free cash flow generation. Declines in management adjusted EBITDA over the past five quarters accelerated in 4Q 2016, mainly reflecting execution missteps with the private label assortment resulting in clearance activities, as well as weak consumer demand in oil and gas markets, lower firearms sales following the election, and liquidation sales at bankrupt competitors. However, Moody's believes that ongoing general weakness in bricks-and-mortar retail particularly within apparel has also been a factor in the company's weak recent performance. Moody's anticipates that earnings should improve in 2017 as Academy corrects its private label assortment, leading to leverage reduction from 7 times to mid-6 times (Moody's-adjusted). Moody's expects the company to have good near-term liquidity including a return to positive free cash flow as a result of EBITDA growth and lower CapEx. Moody's took the following rating actions on Academy, Ltd: - Corporate Family Rating, affirmed at B2; - Probability of Default Rating, affirmed at B2-PD; - $1.825 billion ($1.698 billion outstanding) Senior Secured Term Loan B due 2022, affirmed at B2 (LGD4); - Outlook changed to Negative from Stable RATINGS RATIONALE Academy's B2 CFR reflects the company's high leverage, aggressive financial policies and geographic concentration. In 2016, same store sales decreased in the low-single-digit range and management adjusted EBITDA was down 23 percent. Operating risk remains elevated given weak traffic trends and pricing pressure in apparel and footwear, which represent a little less than half of Academy's revenue and a slightly greater portion of merchandise margin dollars. However, Moody's expects performance to improve in 2017 as merchandising issues roll off and as management works to improve profitability. Moody's believes that sporting goods stores are better protected than apparel retailers from the consumer shift to e-commerce, as a result of the need for a physical location visit for gun purchases and preference for physical locations for large hard goods items. Academy's scale, strong market position in its regions, good liquidity and ability to curtail new store CapEx provide key support to the rating. The ratings could be downgraded if same store sales continue to decline, earnings do not recover in the next few quarters, or free cash flow does not improve meaningfully. Quantitatively, debt/EBITDA sustained above 6.5 times (Moody's-adjusted) or EBIT/interest below 1.25x could lead to a downgrade. The outlook could revert to stable if the company regains a large majority of the earnings lost in 2016. While a ratings upgrade is currently unlikely, the ratings could be upgraded if the company exhibits sustained positive same store sales growth and employs conservative financial policies such that adjusted debt/EBITDA (Moody's-adjusted) is sustained below 5 times and EBIT/interest is sustained above 1.75 times. Academy, Ltd. is a leading sports, outdoor and lifestyle retailer with a broad assortment of hunting, fishing and camping equipment and gear along with sports and leisure products, footwear, and apparel. The company operates 228 stores under the Academy Sports + Outdoors name primarily located in Texas and the southeastern United States. The company generated approximately $4.7 billion of revenues for the twelve months ended January 28, 2017. Academy has been controlled by an affiliate of Kohlberg Kravis Roberts & Co L.P. ("KKR") since 2011. The principal methodology used in these ratings was Retail Industry published in October 2015. ADAMIS PHARMACEUTICALS: Prices $15M Public Common Stock Offering ---------------------------------------------------------------- Adamis Pharmaceuticals Corporation announced the pricing of its underwritten public offering of 4,285,715 shares of its common stock at a public offering price of $3.50 per share, resulting in gross proceeds of approximately $15,000,000, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the company. The offering is expected to close on April 26, 2017, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriters a 30-day option to purchase up to 642,857 additional shares of its common stock to cover over-allotments, if any. Raymond James & Associates, Inc., is acting as the sole book-running manager for the proposed offering, and Maxim Group LLC is acting as a co-manager for the offering. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, without limitation, expenditures relating to research, development and clinical trials relating to the Company's products and product candidates, capital expenditures, hiring additional personnel, acquisitions of new technologies or products, the repayment, refinancing, redemption or repurchase of existing or future indebtedness or capital stock and working capital. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss applicable to common stock of $20.81 million on $6.47 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss applicable to common stock of $13.57 million on $0 of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Adamis had $37.78 million in total assets, $12.50 million in total liabilities and $25.27 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Registers Additional $457,526 Securities ---------------------------------------------------------------- Adamis Pharmaceuticals Corporation filed a Form S-3 registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-3 (Registration No. 333-196976), which was declared effective by the Commission on July 2, 2014, and is being filed solely for the purpose of registering an additional $457,526 amount of securities of the Company. The Company previously registered an aggregate principal amount of $50,000,000 of Common Stock, Preferred Stock, Warrants and Units on the Registration Statement on Form S-3 (Registration No. 333- 196976). A full-text copy of the prospectus is available for free at: https://is.gd/UHJJ6S About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss applicable to common stock of $20.81 million on $6.47 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss applicable to common stock of $13.57 million on $0 of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Adamis had $37.78 million in total assets, $12.50 million in total liabilities and $25.27 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADAMS RESOURCES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Adams Resources Exploration Corporation 17 S. Briar Hollow Lane, Suite 100 Houston, TX 77027 Case No.: 17-10866 Business Description: The Company is engaged in the development of the Haynesville Shale in East Texas and now own interest in a large number of producing dry gas wells. It also has interest in 405 wells and 131,236 gross developed acres in seven states. Web site: http://www.adamsexploration.com Chapter 11 Petition Date: April 21, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtor's Counsel: William A. Hazeltine, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: 302-428-8191 Fax: 302-428-8195 E-mail: Bankruptcy001@sha-llc.com - and - William D. Sullivan, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 E-mail: bsullivan@sha-llc.com Estimated Assets: $1 million to $10 million Estimated Debts: $50 million to $100 million The petition was signed by John Riney, president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SEM Operating Company, LLC $466,451 909 ESE Loop 323, Suite 777 Tyler, TX 75701 Kristi Gordon Tel: 903-526-5800 Email: krgordon@sequiturenergy.com FDL Operating, LLC $10,834 Email: smeux@fdlenergy.com Enervest Operating, LLC $3,566 Email: ramiller@enervest.net VSO Petroleum Consultants, Inc. $1,398 Lafayette County Tax Assessor $807 Permian Resources, LLC $540 Email: danielle.elliott@permianresources.com Sheridan Production Company $311 Email: jointinterest@sheridanproduction.com Enlink LIG LLC Disputed & Email: fneurer@neurnerpate.com Unliquidated Enlink Processing Services, LLC Disputed & Email: fneuner@neurpate.com Unliquidated Enlink Midstream Operating, LP Disputed & Email: fneurer@neurerpate.com Unliquidated Crosstex Energy Services, LP Disputed & Email: bmayeuax@neunerpate.com Unliquidated Crosstex LIG, LLC c/o Neuner Pate Disputed & Email: bmayeaux@neurpate.com Unliquidated Crosstex Processing Services LLC Disputed & Email: bmayeaux@neurpate.com Unliquidated Occidental Chemical Corporation Disputed & Email: christopher@curryandfriend.com Unliquidated Texas Brine Company, LLC Disputed & Email: cchocheles@shergarner.com Unliquidated Le Petite Chateau de Luxe and Disputed & Philip L. Desourmeaux Unliquidated Email: lpoole@tcmlawfirm.com Acadian Gas Pipeline System Disputed & Email: jpercy@joneswalker.com Unliquidated K/S/D Promix, LLC Disputed & Email: jpercy@joneswalker.com Unliquidated Pontchartrain Natural Gas System Disputed & Email: jpercy@joneswalker.com Unliquidated Florida Gas Transmission Company, LLC Disputed & Unliquidated AEROSPACE HOLDINGS: Hearing on Asset Sale Set for May 1 ------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has approved the notice procedures for the sale of substantially all of Aerospace Holdings, Inc., et al.'s assets. The hearing on the sale will be held on May 1, 2017, at 3:00 p.m. (Prevailing Eastern Time). Objections to the transactions contemplated by the Purchase Agreement must be filed by April 28, 2017, at 12:00 p.m. (Prevailing Eastern Time). The Debtors are required to file a proposed sale court order and purchase agreement by April 26, 2017, at 12:00 p.m. A copy of the court order is available at: http://bankrupt.com/misc/deb17-10635-119.PDF Vince Sullivan, writing for Bankruptcy Law360, reports that Aerospace Holdings said it will abandon a Chapter 11 auction of its assets in favor of a private sale to its post-petition lender and competitor Harlow Aerostructures LLC. Aerospace Holdings had resolved objections to the proposed debtor-in-possession financing package through a global settlement that will see its stalking horse and DIP lender up its cash offer, the report states, citing Matthew L. Hinker, Esq., at Greenberg Traurig LLP, the attorney for Aerospace Holdings. About Aerospace Holdings Aerospace Holdings, Inc., designs and manufactures a wide variety of products, including machined parts, fabricated components, and tooling for the commercial aerospace and defense markets. The company encompasses a full spectrum of precision manufacturing capabilities for any scale, from individual prototypes to large lot production. The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10635) on March 27, 2017. The petition was signed by Matthew Sedigh, chief restructuring officer. The Debtor estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig, LLP as counsel. AIR MEDICAL: Moody's Affirms B3 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service affirmed Air Medical Group Holdings, Inc.'s Corporate Family Rating at B3, Probability of Default Rating at B3-PD and senior unsecured note rating at Caa2. Moody's downgraded the existing senior secured first lien term loan rating to B3 from B2. The term loan will be amended to include a proposed $750 million add-on. The rating outlook remains stable. The affirmation follows the proposed debt-financed acquisition of Air Medical Resources Group Inc. (AMRG) for approximately $750 million, which will be funded with the add-on term loan. "While the acquisition will increase debt to EBITDA to approximately 6.4 times from 6.0 times, the higher leverage is manageable considering the company's strong cash flow" said Moody's Analyst Todd Robinson. He added "The acquisition will strengthen Air Medical's business profile through increased scale and broader geographic diversity, and strengthens the company's overall market position". The downgrade of the first lien term loan to B3 from B2 reflects the incremental add-on term loan, which increases the size of the overall first lien debt in the company's capital structure. The greater portion of first lien debt resulted in an increase in Moody's estimate of the loss given default for this instrument. The following ratings were affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $370 million senior unsecured notes due May 2023 at Caa2 (LGD 6 from LGD 5) The following rating was downgraded: First lien senior secured term loans due April 2022 to B3 (LGD 3) from B2 (LGD 3). The rating outlook remains stable. RATINGS RATIONALE Air Medical's B3 Corporate Family Rating is constrained by the company's high financial leverage, aggressive financial policies, and significant bad debt expense. The rating also reflects risks associated with the potential for adverse weather conditions, which have historically stifled operating performance. However, the rating is supported by solid growth prospects, high margins, and the company's position as a leading provider of community-based air ambulance services in the United States. The stable outlook reflects Moody's view that the company's weak credit metrics will improve modestly over the next 12 to 18 months. The outlook is also based on Moody's expectation that the company will maintain at least an adequate liquidity profile. Ratings could be upgraded if debt to EBITDA is sustained below 6.0 times, free cash flow to debt is sustained above 4%, and the company demonstrates a disciplined financial policy and acquisition strategy. Conversely, ratings could be downgraded if leverage materially increases or if operating margins, cash flow or liquidity deteriorates. Furthermore, material debt-financed acquisitions or shareholder distributions could result in a downgrade. The principal methodology used in these ratings was that for the Business and Consumer Service Industry published in October 2016. Air Medical provides emergency air medical transportation services in the United States. The company collaborates with hospital systems, medical centers and EMS agencies to offer access to emergency medical care. Air Medical is owned by Kohlberg Kravis Roberts & Co. L.P. ("KKR"). Pro-forma revenues are approximately $1.3 billion. AP EXHAUST: Moody's Assigns B3 CFR & Rates $315MM 1st Lien Loan B2 ------------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating to AP Exhaust Acquisition, LLC. In addition, Moody's assigned a B2 rating to the company's proposed $315 million first lien senior secured credit facility. AP Acquisition will also have a $125 million second lien senior secured term loan (unrated). The proceeds from the term loans along with new equity will be used to complete the simultaneous acquisition and merger of AP Exhaust Products, Inc. and CWD, LLC which will form AP Acquisition. A stable rating outlook was assigned. Issuer: AP Exhaust Acquisition, LLC Assignments: Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD $315 million Senior Secured First Lien Term Loan due 2024, Assigned B2 (LGD3) Outlook Action: Outlook, Assigned Stable This is a newly initiated rating and this is Moody's first press release on this issuer. RATINGS RATIONALE The B3 CFR reflects AP Acquisition's modest size relative to other global automotive suppliers, no track record operating as one company, exposure to cyclical end markets, significant customer concentration and high leverage. These challenges are offset by AP Acquisition's good niche market position in its top two products, positive projected free cash flow, adequate liquidity profile and reasonable interest coverage. The company derives a majority of revenue in the aftermarket where revenue generation is more stable than in the new vehicle market as it is associated with replacement parts of already existing vehicles. Most recently, the company has lost a portion of its business with one of its largest customers due to the change in management but has regained some of its business and is now back to the industry fill rates. Moody's believes that revenue growth will be in low single digits and that the earnings are vulnerable to changing customer and competitor actions. Moody's projects that AP Acquisition's high debt-to-EBITDA leverage (7.6x pro forma for the transaction 2016E incorporating Moody's standard adjustments and accounts receivable program) will decline over the next 12 months as the company continues to grow, but that leverage is vulnerable to swings based on potential EBITDA volatility and event risk under partial private equity ownership.. The stable rating outlook reflects Moody's expectation that the company's operating results will improve modestly over the next 12 to 18 months and result in gradually improved credit metrics. Moody's also assumes the company will generate positive free cash flow. The ratings could experience upward pressure if the company significantly increases its scale and improves its free cash flow, while maintaining strong margins and a debt-to-EBITDA leverage ratio below 5.0x. A downgrade could occur if deteriorating operating results, debt financed acquisitions or shareholder dividends result in the debt-to-EBITDA leverage ratio remaining above 6.0x, EBITA / Interest coverage sustained below 1.25x or weaker than expected free cash flow. A significant reduction in borrowing availability or liquidity could also result in a downgrade. AP Acquisition (d/b/a APC Aftermarket) is a domestically focused emissions manufacturer and brake and chassis distributor in the automotive aftermarket. The company's products include drums and rotors, catalytic converters, friction, chassis, calipers and other products. Revenue for the 12 months ended September 2016 was approximately $517 million. Harvest Partners, LP and Audax Group will be the owners of AP Acquisition when the debt financing and acquisition are completed. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. AP XPRESS: Taps Gilman & Edwards as Legal Counsel ------------------------------------------------- AP Xpress Bus Company, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Gilman & Edwards, LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and represent the Debtor in defense of any proceedings initiated against it to reclaim property. The firm received an initial retainer of $17,000 from the Debtor. Gilman does not have an interest adverse to the Debtor, according to court filings. The firm can be reached through: Richard L. Gilman, Esq. 8401 Corporate Dr. Suite 450 Landover, MD 20785 Tel: (301) 731-3303 Fax: (301) 731-3072 Email: rgilman@gilmanedwards.com About AP Xpress Bus Company AP Xpress Bus Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-14756) on April 5, 2017. The petition was signed by Arthur Peterson, owner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. AVAYA INC: Tries to Fight BlackBerry's Bid for Relief From Stay --------------------------------------------------------------- Avaya Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York an objection to BlackBerry Limited and BlackBerry Corporation's motion for relief from automatic stay. On July 27, 2016, BlackBerry commenced an action in the U.S. District Court for the Northern District of Texas, captioned BlackBerry Ltd. v. Avaya Inc., Case No. 3:16-cv-02185. In the action, BlackBerry seeks treble damages, attorney's fees, and injunctive relief for Avaya's alleged infringement of eight Blackberry patents. BlackBerry seeks to have the Texas District Court proceed with the Action in order to enjoin alleged postpetition violations and to liquidate unsecured prepetition claims against Avaya. In the alternative, BlackBerry requests an order confirming that the automatic stay does not bar its claims to the extent that BlackBerry seeks injunctive relief for alleged postpetition patent infringement. Both requests should be denied, the Debtor said. Lifting the stay to force the Debtors to defend BlackBerry's Action cannot help but disrupt and possibly derail the Debtors' reorganization efforts. The Debtors said that it comes as no surprise, therefore, that BlackBerry cannot show the requisite "good cause" to lift stay and, instead, falls short of the Second Circuit's Sonnax test by a wide margin. According to the Debtors, BlackBerry fails to even address six of the Sonnax Factors, four of which weigh heavily against lifting the stay: Avaya does not have insurance to pay for defense of the Action (Sonnax Factor No. 5); Avaya is the only defendant in the Action (Sonnax Factor No. 6); judgment claims arising from the Action may be subject to equitable subordination (Sonnax Factor No. 8); and the Action is in its nascent stages (Sonnax Factor No. 11). The two remaining factors ignored by BlackBerry are, at best, neutral (Sonnax Factors Nos. 3 and 9). The Debtors stated, "As to the six Sonnax Factors it does address, BlackBerry comes nowhere close to meeting its prima facie burden. This is so because (a) the continued prosecution of a complex, time-consuming patent litigation at the same time that the Debtors are attempting to confirm a plan of reorganization would deprive Debtors of the 'breathing spell' afforded by the automatic stay and would undoubtedly prompt others to file their own lift stay motions (See Part I (C), infra, discussing Sonnax Factors Nos. 2 and 7); (b) BlackBerry would not suffer comparable harm from denial of the Motion, particularly given the lethargic pace at which it has pursued the Action to date, and fails to set forth even one credible reason that its claims should be treated differently from those of other unsecured creditors (See Part I (F), infra, discussing Sonnax Factor No. 12); (c) judicial economy and efficiency do not weigh in favor of lifting the stay since, among other things, the Texas District Court has expended few resources on the case and, in fact, was considering transfer to the Northern District of California when Avaya filed for bankruptcy (See Part I (E), infra, discussing Sonnax Factor No. 10); (d) the Texas District Court is not a specialized tribunal for purposes of hearing patent infringement cases (See Part I (D), infra, discussing Sonnax Factor No. 4); and (e) BlackBerry concedes that, regardless of what happens in the Action, it would still be required to go through the claims allowance process in this Court (See Part I (B), infra, discussing Sonnax Factor No. 1)." BlackBerry, according to the Debtors, fares no better on its alternative argument that its postpetition claims of infringement are not subject to the automatic stay. Because the subject patents were issued prepetition and the infringement Action was brought prepetition, the automatic stay applies to the Action notwithstanding the inclusion of ongoing claims for infringement. Moreover, preserving the stay would be an appropriate exercise of the Court's equitable powers under Section 105(a) of the Bankruptcy Code or Section 959(a) of Title 28 of the U.S. Code because there is no question that the prosecution of the Action would interfere with Avaya's restructuring process. A copy of the Objection is available at: http://bankrupt.com/misc/nysb17-10089-407.pdf The Ad Hoc First Lien Group joined in the Debtors' Objection. The Ad Hoc First Lien Group agrees with the Debtors that Blackberry has failed to satisfy its factual and legal burdens for the lifting of the automatic stay. The Ad Hoc First Lien Group is represented by: Ira S. Dizengoff, Esq. Philip C. Dublin, Esq. Naomi Moss, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: idizengoff@akingump.com pdublin@akingump.com nmoss@akingump.com About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors disclosed $5.52 billion in assets and $6.35 billion in liabilities as of September 30, 2016. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP as financial services consultant. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. BEACH SEAFOOD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Beach Seafood Market, Inc. 17650 San Carlos Blvd. Ft. Myers Beach, FL 33931-3033 Case No.: 17-03395 Business Description: The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). It owns the Skip One Beach Seafoods Restaurant located at 17650 San Carlos Blvd Fort Myers Beach, FL 33931-3033 that is now closed. Chapter 11 Petition Date: April 21, 2017 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Leon A. Williamson, Jr., Esq. LAW OFFICE OF LEON A. WILLIAMSON, JR., P.A. 306 S. Plant Avenue, Ste. B Tampa, FL 33606 Tel: 813-253-3109 Fax: 813-253-3215 E-mail: leon@lwilliamsonlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis L. Henderson, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb17-03395.pdf BRUCE FINDER: Wilmington Savings Buying Assets Via $646K Credit Bid ------------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on April 25, 2017, at 10:00 a.m., to consider Bruce Finder Sales, Inc.'s sale of substantially all assets to Wilmington Savings Fund Society for the credit bid claimed to be due to it. During the course of the bankruptcy, the Debtor has negotiated a sale of all of is assets, excluding preference actions to June Finder Trust ("Secured Lender") via credit Bid pursuant to Section 363. The Lender is now controlled by the Secured Creditor, a co-debtor on the loan and a shareholder of the Debtor. The Debtor will list the assets for sale in the Chicago Tribune for three weekly publications for sale pursuant to an auction and will be subject to higher and best offers, should any potential bidder meet or exceed the credit bid proposed by the Secured Lender. The Secured Lender will liquidate the Debtor's Assets and has offered to pay to the Debtor's creditor 10% of the net proceeds of the liquidation. Other secured creditors of lower priority will have the ability to credit bid once they have satisfied the outstanding obligations of the Secured Lender. The Debtor believes the sale is in the best interest as the Secured Lender has the resources to sell the assets and it will relieve the Debtor of the cost associated with paying rent in excess of $25,000 per month, payroll and other expenses. The Debtor has valued all of its assets at a $590,449. The sale of the Property is the best price that can be obtained for the Property. The Property is encumbered by a first priority UCC lien now held by the Secured Lender with an amount claimed of approximately $645,512 plus interest and fees. The Debtor is proposing to sell the Property free and clear of all liens, with the liens to attach to the proceeds of the sale, which will be distributed in accordance with the proposed Debtor's Plan. The Property will be auctioned off at Law office of Allan Fridman, 555 Skokie Blvd #500, Northbrook, Illinois on May 18, 2017 at 10:00 a.m. The Debtor will conduct the Auction pursuant to the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: May 16, 2017 b. Minimum Bids for the Property: $590,449 c. Should no entity submit a Minimum Bid for a Property, then the original counterparty to the settlement agreement governing such Property will be deemed the Successful Bidder. d. Bid Increments: $10,000 e. Sale Hearing: May 23, 2017 at 10:00 a.m. (EST) f. Objection Deadline: May 16, 2017 at 4:00 p.m. A copy of the proposed notice is available for free at: http://bankrupt.com/misc/Bruce_Finder_42_Sales.pdf The Debtor asks the Court to enter an Order (i) approving the Notice of sale of the Property; (ii) setting the matter for a hearing on the approval of the sale; and (iii) for such other and different relief the Court deems proper and just. About Bruce Finder Sales Based in Cicero, Illinois, Bruce Finder Sales, Inc., doing business as BFS Metals, is a metal service center engaging in the sales of metal related products used in maintenance and construction industry for the past 26 years. Bruce Finder Sales filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-02122) on Jan. 25, 2017. Bradley Finder, president, signed the petition. The Debtor disclosed total assets at $1.10 million and total liabilities at $1.18 million as of Dec. 31, 2016. The case is assigned to Judge Deborah L. Thorne. The Debtor is represented by Allan O. Fridman, Esq., at the Law Office of O. Allan Fridman. BURKEEN TRUCKING: May 25 Disclosure Statement Hearing ----------------------------------------------------- Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western District of Tennessee will convene a hearing on May 25, 2017, 9:30 a.m. to consider approval of the disclosure statement filed by Burkeen Trucking Company Inc. on April 12, 2017. Objections to the disclosure statement can be filed at any time prior to the actual approval of the disclosure statement. About Burkeen Trucking Burkeen Trucking Company Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-11822) on August 31, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Thomas Harold Strawn, Jr., Esq. at The Law Office of Strawn & Edwards, PLLC. The petition was signed by Billy Burkeen, president. No official committee of unsecured creditors has been appointed in the case. CARESTREAM HEALTH: S&P Puts 'B' CCR on Watch Neg. on Divestiture ---------------------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Rochester, N.Y.-based Carestream Health Inc. on CreditWatch with negative implications. Carestream Health announced it has entered into an agreement to sell its dental digital business to a private investment fund. The dental digital segment represents about 20% of Carestream's revenue, and has higher EBITDA contribution margins and growth rates compared to the company overall. In S&P's view, the company's remaining businesses are less diversified, less profitable, have lower scale, and are facing secular revenue declines due to the falloff in the film businesses. "The CreditWatch listing indicates that we could lower the rating following the receipt of more complete details on the transaction, including the amount and use of net proceeds, the full impact of the divestiture on EBITDA and capital expenditures, and the EBITDA and cash flow generation prospects of the remaining business," said S&P Global Ratings credit analyst Alice Kedem. The CreditWatch also reflects our preliminary assessment that the proposed divestiture of the company's dental digital segment may weaken its business risk profile and cash flow generation to a level that is inconsistent with the current 'B' rating. The dental digital segment represents about 20% of revenue, and has higher EBITDA contribution margins and growth rates than the company overall. In S&P's view, the company's remaining business mix is less diversified, less profitable, has lower scale, and faces secular revenue declines due to the falloff in the film businesses. As a result S&P is revising its assessment of the company's business risk profile to weak from fair. The company is required to use the proceeds to reduce debt or otherwise reinvest the proceeds. S&P assumes either way any change in debt leverage will be limited, and that debt leverage will remain above 5x. S&P expects to resolve the CreditWatch within 90 days, upon receiving updated information from the company around strategic plans, operating performance, cash flow prospects, as well as how these developments will affect the company's credit measures. S&P could lower the corporate credit rating if it believes that Carestream will experience persistent and substantial revenue declines or if the company continues to divest assets without materially reducing debt leverage. CASTLE ARCH: Trustee Can Auction Mohave Property Through Statewide ------------------------------------------------------------------ Judge Joel T. Marker of the United States District Court for the District of Utah authorized the public sale of D. Ray Strong, Trustee of the Consolidated Legacy Debtors Liquidating Trust and the Chapter 11 Trustee, and post-confirmation estate representative for the consolidated bankruptcy estates of Castle Arch Real Estate Investment Co., LLC, CAOP Managers, LLC, Castle Arch Kingman, LLC, Castle Arch Smyrna, LLC, Castle Arch Secured Development Fund, LLC, and Castle Arch Star Valley, LLC("Legacy Debtors"), of real property located in Mohave County, Arizona, including interests related to such land which is referred to in the Legacy Debtors' consolidated case as the "Kingman Property." The sale of the Kingman Property at public auction is free and clear of all interests. The Real Estate Auction Agreement, including Auction Procedures outlined in the Motion and that Agreement are approved. The Trustee is authorized to pay from the gross proceeds of the sale property taxes and the costs of sale, including compensation to Statewide as provided for in the Real Estate Auction Agreement. A copy of the Real Estate Auction Agreement and Auction Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Castle_Arch_1340_Sales.pdf About Castle Arch Real Estate Castle Arch Real Estate Investment Company, LLC, in Salt Lake City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35082) on Oct. 17, 2011, together with several affiliates. The petitions were signed by Trent Waddoups, CEO/president. Judge Joel T. Marker presides over the case. Michael L. Labertew, Esq., at Labertew & Associates, LLC, served as counsel to the Debtors. In its petition, Castle Arch Real Estate Investment Company scheduled $2,818,931 in assets, and $40,863,600 in debt. The other filing affiliates are CAOP Managers, LLC; Castle Arch Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch Opportunity Partners I, LLC; and Castle Arch Opportunity Partners II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and 11-35246, (Substantively Consolidated), Case Nos. 11-35241 and 11-35240, (Jointly Administered). On May 3, 2012, the Court entered an order appointing D. Ray Strong as the Chapter 11 bankruptcy Trustee for CAREIC, and in that capacity he managed each of the other Legacy Debtors. Peggy Hunt, Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah, argue for the Chapter 11 Trustee. On Feb. 8, 2013, the Court entered an Order substantively consolidating the Legacy Debtors. On June 7, 2013, the Bankruptcy Court entered an order confirming the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated Feb. 25, 2013. The Confirmation Order designated the Trustee as the post-confirmation estate representative for the Legacy Debtors. The Confirmed Plan became effective on July 22, 2013. CHARLES WALKER: Wilson Buying Nashville House and Lot for $210K --------------------------------------------------------------- John C. McLemore, Trustee of Charles E Walker, asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the private sale of house and lot located at 321 Bowwood Drive, Nashville, Tennessee, (map and parcel: 119 04 0 143.00) to Andrew Wilson for $210,000, subject to overbid. A hearing on the Motion is set for May 16, 2017 at 9:00 a.m. The objection deadline is May 10, 2017. The property was appraised by the Metro Tax Assessor in 2013 for $121,700. It is being sold subject to a lease that expires Aug. 1, 2017. The purchase price was agreed to by the Trustee after consulting with the Debtor. The Trustee has received $10,000 earnest money. A minimum upset bid of $5,000 will be accepted. An upset bid may be entered by filing an objection to sale with the Court which states the objecting party is increasing the bid by at least $5,000. The Trustee, his employees and Court officials are prohibited from bidding. The law office of Mudter & Patterson conducted title searches which showed no liens filed by Tennessee Department of Revenue or the Internal Revenue Service on the property. It is the opinion of the Trustee that this is the best outcome for the estate. It is anticipated that there is sufficient equity in the property to pay all 506(c) expenses and that the sale will result in a distribution being made to unsecured creditors. The sale is an "arm's-length" transaction. The Trustee has made application to the Court for the appointment of Bill Colson Auction & Realty Co. as agent for the sale. The agent will be paid 6% of gross proceeds for real property. No expenses will be reimbursed. Upon receipt of the agent's report of sale, payment of Bill Colson Auction's commission will be paid. The Trustee asks that the Court enters an Order authorizing him to proceed with the sale of the property free and clear of all liens. The Trustee further asks that the 14-day stay of the sale of the property following the entry of the Order as provided for in FRBP 6004(h) be waived. The Purchaser can be reached at: Andrew Wilson 228A Elberta St. Nashville, TN 37210 The Trustee can be reached at: John C. McLemore, Esq. 2000 Richard Jones Rd., Suite 250 Nashville, TN 37215 Telephone: (615) 383-9495 Facsimile: (615) 292-9848 E-mail: jmclemore@gmylaw.com Charles E. Walker sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 16-10413) on Feb. 29, 2016. CHEE CHEE: Dave Black Buying Spokane Properties for $450K --------------------------------------------------------- Chee Chee's Artistry in Hair, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale of real properties in Spokane, Washington commonly known as 314 W. Francis and 6309 N. Whitehouse, to Dave Black Properties, LLP, for $450,000. The Debtor and the Buyer executed the Commercial & Investment Real Estate Purchase & Sale Agreement and related agreements for the sale and purchase of the properties for $450,000, payable in cash at closing. The properties are to be sold free and clear of any and all claims, liens, or interests, including, but not limited to, Spokane County Treasurer, JP Morgan Chase Bank N.A., Banner Bank, and United States of America, Internal Revenue Service, including the sales proceeds. The Debtor asks the Court for an Order approving the Purchase and Sale Agreement. The Debtor further asks the Court for an Order authorizing the disbursement of the proceeds of sale, in part, at closing as follows: a. From the sale of 6309 N. Whitehouse Street, Spokane, Washington: i. The reasonable costs and expenses at closing, including providing a title insurance policy and the closing fee due Drew Bodker; ii. To any delinquent and prorated real estate taxes and assessments due the Spokane County Treasurer, State of Washington until paid in full; iii. The secured claim of JP Morgan Chase Bank, N.A. until paid in full; and iv. The remaining sale proceeds to Southwell & O'Rourke, P.S. to be distributed pursuant to the Debtor's confirmed Chapter 11 Plan of Reorganization. b. From the sale of 314 W. Francis Avenue, Spokane, Washington: i. The reasonable costs and expenses at closing, including providing a title insurance policy and the closing fee due Drew Bodker; ii. To any delinquent and prorated real estate taxes and assessments due the Spokane County Treasurer, State of Washington until paid in full; iii. The secured claims of Banner Bank until paid in full; iv. The secured claims of the United States of America, Internal Revenue Service, until paid in full; and v. The remaining sale proceeds to Southwell & O'Rourke to be distributed pursuant to the Debtor's confirmed Plan. The Debtor asks the Court for an Order fixing the time period to object to the Notice of Debtor's Motion to 10 days from the date of the mailing of the Notice, which includes time for mailing. About Chee Chee's Artistry Chee Chee's Artistry in Hair, Inc. filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 16-00034) on Jan. 7, 2015. The Debtor's counsel is Kevin O'Rourke, Esq. of Southwell and O'Rourke. CLAIRE'S STORES: Provides Supplemental Financial Information ------------------------------------------------------------ Claire's Stores, Inc. furnished to the Securities and Exchange Commission schedules containing certain supplemental financial information as of and for the 12 month ended Jan. 28, 2017, respecting (i) the Company and its subsidiaries (excluding CLSIP Holdings LLC and CLSIP LLC, which have been designated as "unrestricted subsidiaries" under the Company's debt agreements), (ii) Claire's (Gibraltar) Holdings Limited and its subsidiaries, and (iii) CLSIP Holdings LLC and CLSIP LLC that has been provided to lenders of these entities under existing credit agreements. For the fiscal year ended Jan. 28, 2017, Claire's Stores and its subsidiaries (excluding unrestricted subsidiaries) reported net income of $53.89 million on $1.31 billion of net sales. As of Jan. 28, 2017, Claire's Stores and its subsidiaries (excluding unrestricted subsidiaries) had $1.85 billion in total assets, $2.45 billion in total liabilities and a $601.95 million stockholders' deficit. As of Jan. 28, 2017, Claire's (Gibraltar) Holdings Limited had $665.55 million in total assets, $259.95 million in total liabilities and $405.60 million in stockholders' equity. For fiscal year ended Jan. 28, 2017, Claire's (Gibraltar) Holdings Limited reported a net loss of $153.11 million on $476.33 million of net sales. A full-text copy of the Supplemental Financial Information is available for free at https://is.gd/hQAUNt About Claire's Stores Hoffman Estates, Ill.-based Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35. The Company operates through its stores under two brand names: Claire's and Icing. As of July 30, 2016, Claire's Stores, Inc. operated 2,801 stores in 17 countries throughout North America and Europe, excluding 806 concession locations. The Company franchised 596 stores in 29 countries primarily located in the Middle East, Central and Southeast Asia, Central and South America, Southern Africa and Eastern Europe. Claire's Stores reported net income of $53.89 million on $1.31 billion of net sales for the fiscal year ended Jan. 28, 2017, compared to a net loss of $236.43 million on $1.40 billion of net sales for the fiscal year ended Jan. 30, 2016. As of Jan. 28, 2017, Claire's Stores had $2 billion in total assets, $2.51 billion in total liabilities and a stockholders' deficit of $517.32 million. * * * In October 2016, Moody's Investors Service downgraded to 'Ca' from 'Caa3' the corporate family rating of Claire's Stores, Inc., and took rating actions on various instruments. The outlook remains negative. "These rating actions result from Claire's closing its exchange offer, which we characterized as a distressed exchange, as well as new credit facilities which were issued in tandem with the closing of the exchange," stated Moody's Vice President Charlie O'Shea. In October 2016, S&P Global Ratings raised its corporate credit rating on Claire's Stores to 'CC' from 'SD'. "The rating action follows our review of Claire's capital structure, its liquidity position following the recent debt exchange, and our expectations for future restructuring actions. The company issued approximately $179 million of new term loans that were used to cancel roughly $575 million of notes and extend the debt maturities," said credit analyst Samantha Stone. "The transaction is estimated to save the company $24 million in annual cash interest savings." CLINE GRAIN: Spouses Clines Want to Use Cash Collateral ------------------------------------------------------- Allen L Cline and Teresa A. Cline, and Michael B. Cline and Kimberly A. Cline ask the U.S. Bankruptcy Court for the Southern District of Indiana for authorization to use cash collateral. The Debtors, along with Metropolitan Life Insurance Company, Wells Fargo Bank, National Association, and Dennis & Janet O'Hair, have filed an Agreed Entry Authorizing and Approving the Lease of Debtors' Real Estate on April 14, 2017, whereby the Parties agreed that the Debtors could enter into a lease of their farm ground, with their grown children so long as certain conditions are met -- mainly, those conditions center around the use of the cash rents that are the subject of the Debtor's cash collateral Motion. Pursuant to the Agreed Entry and under the farm lease, the Debtors are to be paid $264,430 on or before April 15, 2017. In addition, under the Agreed Entry the Debtor will deposit the cash collateral in a new debtor-in-possession account, which the Debtors agree will be segregated and no withdrawals will be made unless and until the Debtors obtain further order of the Court. The Debtors seek authority to pay the following expenses from the cash collateral: (i) property taxes in May 2017; (ii) insurance renewal in June 2017; (iii) a second installment of real estate taxes in November 2017; and (iv) payment to the O'Hairs in the amount of $5,091 for the year 2017 as adequate protection, plus other reasonable fees and expenses as allowed by further order of the Court. The Debtors claim that it will provide copies of the actual property tax invoices and insurance renewal invoice once generated, and the Debtors' counsel will circulate to counsel for all the other Parties for their approval and authorization. The Debtors will also file a notice of approval and disbursement of the monies from its Cash Collateral Account for the payment of the actual amounts for these expenses. The Debtors aver that they have obtained consent to use the cash collateral from two of the three parties whom could assert a perfected security interest therein -- Metropolitan Life Insurance Company and Wells Fargo Bank, National Association. The Internal Revenue Service may also assert a lien on the cash collateral pursuant to tax liens filed against Allen and Terri in Montgomery County, Indiana and Putnam County, Indiana.The Debtors submit that they have not discussed this request with the IRS as the IRS' tax lien is significantly junior to Met Life's and Wells Fargo's liens which collectively total more than $7,000,000. The Debtors are unaware of any other parties who may assert a perfected lien on the cash collateral. Although the Debtors are also receiving cash rents for real estate they are purchasing on land contract from the O'Hairs and Everett L. Bamish and Mary E. Bamish, however, the Debtors do not believe either party has a perfected lien in the cash collateral. A full-text copy of the Debtor's Motion, dated April 19, 2017, is available at https://is.gd/pJnCIS About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, INc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court order the joint administration of all the Debtors' cases under Case No. 17-80004. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Cline Grain, Inc. $0-$50K $1M-$10M Cline Transport, Inc. $500K-$1M $1M-$10M New Winchester Properties $10M-$50M $1M-$10M No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CORTLAND HABITATS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Cortland Habitats, Inc. and its debtor-affiliates as of April 21, according to a court docket. The Debtors are represented by: Michael J. Macco, Esq. Macco & Stern LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Tel: 631-549-7900 Fax: 631-549-7845 Email: csmith@maccosternlaw.com - and - Kenneth A. Reynolds, Esq. McBreen & Kopko 500 North Broadway, Suite 129 Jericho, NY 11753 Tel: (516) 364-1095 Fax: (516) 364-0612 Email: kreynolds@mklawnyc.com About Cortland Habitats Cortland Habitats Inc., College Hill Realty LLC, Campus Habitats LLC and Committed 2 Cortland LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 17-71523 to 17-71526) on March 15, 2017. On March 15, 2017, CEO Jeff D. Grodinsky, who holds a 100% interest in Cortland Habitats, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-71522). The petitions were signed by Mr. Grodinsky. The cases are assigned to Judge Alan S. Trust. At the time of the filing, Cortland Habitats and the three other companies estimated their assets and liabilities at $1 million to $10 million. CUMBERLAND VALLEY: Seeks to Hire Berkshire as Real Estate Broker ---------------------------------------------------------------- Cumberland Valley Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire a real estate broker. The Debtor proposes to hire Berkshire Hathaway Homesale, LLC in connection with the sale of vacant lots located along West Coover Street, Mechanicsburg, Pennsylvania. The firm will receive a commission of 5% of the sales price, plus $295 upon consummation of the sale. Jason Manges, a real estate agent employed with Berkshire, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason Manges Berkshire Hathaway Homesale, LLC 3435 Market Street Camp Hill, PA 17011 Phone: 717-761-7900/717-554-5003 Email: jmanges@homesale.com About Cumberland Valley Development, Inc. Cumberland Valley Development, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 17-01025) on March 17, 2017. The Hon. Robert N. Opel II presides over the case. Purcell, Krug & Haller represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Steven E. Westhafer, president. CUSTOM SOFTWARE: Unsecureds to Recover 20%-30% Under Plan --------------------------------------------------------- Custom Software, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined plan and disclosure statement dated April 17, 2017. Class 21 general unsecured claims in excess of $1,000 and any portions of other claims asserted as priority or secured which are entitled to unsecured treatment against the estate, excluding Class 22 claims, that were timely filed, to the extent the same are allowed, approved and ordered paid by the Court. Commencing at the end of the first quarter of 2018 and continuing quarterly for the year 2018, the Class 20 creditors will share a pro rata distribution of $5,000 per quarter. Commencing at the end of the first quarter of 2019 and continuing quarterly for the year 2019, the Class 20 creditors will share a pro rata distribution of $15,000 per quarter. Commencing at the end of the first quarter of 2020 and continuing quarterly for the year 2020, 2021 and 2022, the Class 20 creditors will share a pro rata distribution of $20,000 per quarter. Projected recovery under the Plan will vary based on the amount of allowed claims, including deficiency claims but is anticipated to be between 20% and 30%. Class 21 is impaired by the Plan. Preliminary financial projections available to the Debtor, as of the date of filing of the Plan, show that the Reorganized Debtor will be able to make the payments contemplated in treatment of creditors. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mieb16-20173-164.pdf About Custom Software Custom Software, Inc. -- dba M33 Access, TWD Communications, Net4Kids.com, Inc. -- based in Rose City, Mich., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-20173) on Feb. 5, 2016, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Daniel S. Opperman presides over the case. Rozanne M. Giunta, Esq., at Lambert Leser, Attorneys At Law, serves as counsel to the Debtor. The petition was signed by Glenn A. Wilson Sr., president. DART MUSIC: May 22 Deadline for Bids, May 29 Auction Set -------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Dart Music, Inc.'s bid procedures in connection with the sale of substantially all assets at an auction. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Dart_Music_88_Order.pdf The deadline for a Potential Bidder to submit bids will be May 22, 2017 at 5:00 p.m. (PCT). The Auction will be held on May 29, 2017 at the offices of Nelson Mullins Riley & Scarborough, LLP, 150 Fourth Ave. North, Suite 1100, Nashville, Tennessee at 9:00 a.m. (PCT). The Court will hold a hearing on June 6, 2017 at 9:00 a.m. (PCT) at which time the Court will consider the approval of the Sale Transaction as set forth in the Motion, approve the Successful Bidder(s), and confirm the results of the Auction, if any. Objections to the Sale Transaction must be filed by June 5, 2017 at 5:00 p.m. (PCT). At least five days prior to the auction and following the submission of the Qualified Bids, the Debtor, with further approval by the Court, may enter into the Stalking Horse Agreement, subject to higher and better offers at the Auction, with any Stalking Horse Bidder to establish the Stalking Horse Bid at the Auction. With Court approval, the Stalking Horse Agreement may contain certain customary terms and conditions, including expense reimbursement and a break-up fee in an amount to be determined by the Debtor. At least five days prior to the Auction, the Debtor will distribute the Stalking Horse Agreement, if any, to the parties submitting the other Qualified Bids. The Debtor's obligation, if any, to pay a Break-Up Fee and Expense Reimbursement as provided will survive termination of the Stalking Horse Bid. The Sale Hearing may be adjourned from time to time without further notice to the Sale Notice Parties, creditors or other parties in interest other than by announcement of the adjournment in open court or an entry of a notice of such adjournment on the Court's docket. Within five business days after entry of the Order, the Debtor (or its agents) will: a. Provide Sale Notice to the Sale Notice Parties that have previously expressed, or who the Debtor believes may express, a bona fide interest in purchasing the Assets; b. Publish the Sale Notice on one occasion each in USA Today; c. Cause the Sale Notice to be published on www.dartdata.io. d. No later than 21 days before the Auction, the Debtor will file with the Court and serve on each counterparty an executory contract or unexpired lease the Cure Notice. The Cure Notice will include the Cure Amount for each such executory contract or unexpired lease. A list of the Cure Amounts will also be posted on the Website. e. Any counterparty to the Designated Contracts will file and serve any objections to (i) the proposed assumption and assignment set forth in the Cure Notice and (ii) if applicable, the proposed Cure Amount, no later than the Bid Deadline, five days before the Auction. Notwithstanding this deadline, any counterparty to a Selected Contract, will have until the time of the Sale Hearing to object based solely on lack of adequate assurances to any assumption, assignment, or rejection by the Successful Bidder. f. At the Sale Hearing, only the Selected Contracts will be subject to approval by the Court, and the Debtor will reserve its right for all other contracts. Within five hours of completion of the Auction, the Debtor will file notice with the Bankruptcy Court of the identity of the Successful Bidder at the Auction. The Debtor will also serve notice of the identity of the Successful Bidder by fax, email, or overnight delivery to all counterparties to any Selected Contracts. About Dart Music Dart Music, Inc., sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-01300) on Feb. 27, 2017. The petition was signed by Chris McMurtry, chief executive officer. The Debtor estimated assets in the range of $50,000 to $100,000 and $1 million to $10 million in debt. The case is assigned to Judge Randal S. Mashburn. The Debtor tapped Shane Gibson Ramsey, Esq., at Nelson Mullins Riley & Scarborough LLP, as counsel. DEAN FOODS: Egan-Jones Hikes Sr. Unsec. Ratings to BB ----------------------------------------------------- Egan-Jones Ratings Company, on February 23, 2017, raised the senior unsecured ratings on debt issued by Dean Foods Co to BB from BB-. Dean Foods is an American food and beverage company that specializes in dairy products. DEEP HARBOR FARM: Taps Russack Associates as Legal Counsel ---------------------------------------------------------- Deep Harbor Farm, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Russack Associates, LLC to, among other things, give legal advice on the continued management of its property, assist in the preparation of a bankruptcy plan, and represent the Debtor in litigation. The hourly rates charged by the firm are: Senior Attorney $450 Managing Partner $375 Paralegal $200 Secretary/Receptionist No charge Prior to the Debtor's bankruptcy filing, Russack Associates received $2,500 for filing fees and preliminary legal work related to the case. Daniel Staeven, Esq., disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Daniel A. Staeven, Esq. Russack Associates LLC 100 Severn Ave. Suite 101 Annapolis, Maryland 21403 Tel: 410-505-4150 Fax: 410-510-1390 Email: dan@russacklaw.com About Deep Harbor Farm LLC Based in Tilghman, Maryland, Deep Harbor Farm LLC owns a 2,016-square-foot single family home located at 21730 Deep Harbor Farm Road, Sherwood, Maryland. Deep Harbor Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-15336) on April 17, 2017. The petition was signed by Alexander Doty, sole member. The case is assigned to Judge Thomas J. Catliota. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. DEL RESTAURANT: Unsecureds to Get 10% in 4 Bi-Annual Payments ------------------------------------------------------------- Del Restaurant Corp. d/b/a Lenny's Pizza filed with the U.S. Bankruptcy Court for the Eastern District of New York a small business disclosure statement describing its plan of reorganization, dated April 14, 2017. Class 4 under the proposed plan is the general unsecured claims. The Debtor shall pay holders of Allowed Class 4 Claims approximately 10% of the amount of their Allowed Class 4 Claims within 2 years after the Effective Date, without interest in 4 bi-annual payments. The Debtor estimates that the total amount of Allowed Class 4 Claims will be approximately $120,000. This class is impaired under the plan. Payments to creditors under the plan will be made from the Debtor's ongoing business operations and cash on hand on the Effective Date. Based on the five-year projections, the Debtor will have sufficient cash flow to fund the plan. The Disclosure Statement is available at: http://bankrupt.com/misc/nyeb8-16-72807-47 About Del Restaurant Corp. Del Restaurant Corp., doing business as Lenny's Pizza, filed a chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-72807) on June 24, 2016. The petition was signed by Leonard Lubrano, president. Robert J. Spence, Esq., at Spence Law Office, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. DEVON ENERGY: Moody's Hikes Corporate Family Rating to Ba1 ---------------------------------------------------------- Moody's Investors Service upgraded Devon Energy Corporation's (Devon) Corporate Family Rating (CFR) to Ba1 from Ba2, its Probability of Default Rating (PDR) to Ba1-PD from Ba2-PD, and its senior unsecured debt ratings to Ba1 from Ba2. Concurrently, Moody's affirmed Devon's SGL-1 Speculative Grade Liquidity (SGL) Rating. The rating outlook is stable. "Devon has significantly reduced its debt balances while maintaining strong liquidity," commented Amol Joshi, Moody's Vice President. "Devon needs to effectively develop its higher-return STACK and Delaware Basin assets, while managing the decline profile of its legacy assets and controlling capital spending, in order to improve its historically weak capital efficiency." Issuer: Devon Energy Corporation Ratings Upgraded: Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Senior Unsecured Bonds/Debentures, Upgraded to Ba1 (LGD4) from Ba2 (LGD4) Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba2 Subordinate Shelf, Upgraded to (P)Ba2 from (P)Ba3 Preferred Stock Shelf, Upgraded to (P)Ba3 from (P)B1 Ratings Affirmed: Speculative Grade Liquidity Rating, Affirmed SGL-1 Senior Unsecured Commercial Paper, Affirmed NP Outlook Action: Outlook, Remains Stable Issuer: Devon Financing Corporation U.L.C. Ratings Upgraded: Backed Senior Unsecured Bond/Debenture, Upgraded to Ba1 (LGD4) from Ba2 (LGD4) Backed Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba2 Outlook Action: Outlook, Remains Stable Issuer: Devon Financing Trust II Ratings Upgraded: Backed Preferred Stock Shelf, Upgraded to (P)Ba3 from (P)B1 Outlook Action: Outlook, Remains Stable RATINGS RATIONALE The Ba1 CFR reflects the significant size and scale of Devon's E&P operations with a diversified geographic presence across key onshore hydrocarbon basins in North America. Devon has a mix of oil versus natural gas production as well as shale versus conventional properties providing some commodity price optionality and a manageable overall portfolio decline rate. Moody's expects the company will likely improve its cash flow-based leverage metrics in 2017 after a number of steps that the company took in 2016 in order to shore up its credit profile, including significant debt reduction, capital spending cuts, issuing equity, reducing its dividend, and pursuing non-core asset sales. The Ba1 rating also reflects improving capital efficiency from very weak levels as the company primarily focuses on drilling its STACK and Delaware Basin acreage. The rating is further supported by Devon's interest in the EnLink companies, which owns a sizeable and valuable midstream business and represents a source of alternative liquidity. Devon's Ba1 CFR is constrained by its weak operating margins due to a sizeable component of lower margin heavy oil and legacy production base, and significant capital required to develop its higher growth assets. Devon's SGL-1 rating reflects a very good liquidity profile through 2017 that is supported by its large undrawn credit facility, material cash balances, and an unsecured capital structure. While Devon is striving to spend within cash flow, the company's liquidity profile incorporates Moody's expectation that Devon will outspend cash flow in 2017. At December 31, 2016, Devon had no commercial paper outstanding, zero drawings under its revolver ($57 million in letters of credit outstanding under the revolver, and total letters of credit outstanding of $140 million), and cash balances approaching $2 billion. Devon has a $3 billion unsecured revolving credit facility that matures in October 2019 (except for $30 million of the facility that matures in October 2017 and $164 million of the facility that matures in October 2018) and has same day availability for up to the full facility size. Drawings under the facility are not subject to a material adverse change clause. The revolver has only one material financial covenant requiring debt/total capitalization of less than 65%. Devon has considerable cushion under this covenant, with debt/total capitalization of 19% at December 31, 2016. In addition, total capitalization is adjusted to add back non-cash financial write-downs such as asset impairments. The credit facility does contain a material adverse effect clause with respect to litigation; however, if the litigation is disclosed in Devon's SEC filings or the credit facility's Disclosure Schedules this condition would be satisfied. After completing tender offers to repurchase $2.1 billion of debt securities using proceeds from asset sales during 2016, Devon has a manageable debt maturity schedule until its revolver matures. The stable outlook reflects Moody's expectation that Devon's capital efficiency will improve as the company focuses on its higher-return STACK and Delaware Basin assets. Devon's rating could be upgraded if the company improves its leverage metrics and capital efficiency with RCF/Debt above 30% and a leveraged full cycle ratio (LFCR) above 1.5x, while production remains stable. Deteriorating capital efficiency below 1x LFCR could lead to a downgrade. A downgrade is also possible if RCF/Debt drops below 15%. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Devon Energy Corporation, headquartered in Oklahoma City, Oklahoma, is a large independent exploration and production company with a focus on onshore oil and gas properties in the US and Canada. DEXTERA SURGICAL: Amends Prospectus of Common Stock & Warrants -------------------------------------------------------------- Dextera Surgical Inc. filed an amended Form S-1 registration statement in connection with the offering of 2,000,000 shares of common stock, 7,140 shares of Series B convertible preferred stock and warrants to acquire 4,500,000 shares of common stock (and 13,500,000 shares of common stock issuable upon conversion of the Series B convertible preferred stock and exercise of the warrants). Each investor purchasing common stock will also receive a warrant to purchase 0.5 of a share of the Company's common stock with an assumed exercise price of $1.12 per whole share, for each share of common stock purchased. The shares of common stock and warrants are immediately separable and will be issued separately. The Company is also offering to those purchasers, whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of its outstanding common stock following the consummation of this offering the opportunity to purchase, if they so choose, in lieu of the shares of the Company's common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%), 7,140 shares of Series B convertible preferred stock, each initially convertible at any time at the holder's option into a number of shares of common stock equal to $1,000 divided by the combined public offering price per share of common stock and related warrant, at a public offering price of $1,000 per share of Series B convertible preferred stock. Each investor purchasing Series B convertible preferred stock will also receive a warrant to purchase a number of shares of our common stock equal to 50% of the number of the shares of common stock initially issuable upon conversion of the Series B convertible preferred stock purchased. The shares of Series B convertible preferred stock and warrants are immediately separable and will be issued separately. All share numbers included in the prospectus are based upon an assumed public offering price of $1.02, the closing price of the Company's common stock on April 18, 2017. The Company's common stock is listed on the Nasdaq Capital Market under the symbol "DXTR." The Company does not intend to list the Series B convertible preferred stock or warrants to be sold in this offering on any stock exchange. Ladenburg Thalmann is the sole book-running manager. Craig-Hallum Capital Group is the co-manager. In connection with the Offering, the Company furnished to the SEC an investor presentation describing the Company and its breakthrough technologies that enhances minimally invasive surgery. Dextera has two propriety medical technology platforms advancing minimally invasive surgery, the MicroCutter and PAS-Port & C-Port. A new management team has reengineered MicroCutter and revamped commercialization strategy. A copy of the April 2017 Investor Presentation is available for free at: https://is.gd/FqOGwA About Dextera Surgical Inc. Dextera Surgical Inc., formerly Cardica, Inc., is focused on the commercialization and development of microcutter product line intended for use by surgeons. The Company is engaged in commercializing and developing MicroCutter XCHANGE 30 based on its staple-on-a-strip technology for use by thoracic, pediatric, bariatric, colorectal and general surgeons. Its MicroCutter XCHANGE 30 is a cartridge based microcutter device with around five millimeter shaft diameter and around 30 millimeter staple line cleared for use in the United States for specific indications for use, and in the European Union for a range of indications for use. Dextera reported a net loss of $15.98 million for the fiscal year ended June 30, 2016, following a net loss of $19.18 million for the year ended June 30, 2016. As of Dec. 31, 2016, Dextera had $8.86 million in total assets, $8.45 million in total liabilities and $418,000 in total stockholders' equity. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DOLPHIN DIGITAL: Files Notice of Exempt Offering of Securities -------------------------------------------------------------- Dolphin Digital Media Inc. filed with the Securities and Exchange Commission on April 17, 2017, a notice of exempt offering of securities provided by Regulation D and Section 4(6) under the Securities Act. As disclosed in the filing, a total of 4 investors have already invested in the equity securities offering. The date of first sale occurred on March 20, 2017. The total offering amount of $28,000,003 was sold. A full-text copy of the Form D is available for free at https://is.gd/MST9GP About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. Dolphin Digital reported a net loss of $4.05 million on $2.99 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $1.87 million on $2.07 million of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Dolphin Digital had $22.68 million in total assets, $39.61 million in total liabilities, and a total stockholders' deficit of $16.92 million. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and does not have sufficient working capital. These events raise substantial doubt about the Company's ability to continue as a going concern. DOLPHIN DIGITAL: Incurs $37.2 Million Net Loss for 2016 ------------------------------------------------------- Dolphin Digital Media Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $37.19 million on $9.367 million of total revenue for the year ended Dec. 31, 2016, following a net loss of $8.836 million on $3.1 million of total revenue in 2015, and a net loss of $1.87 million on $2.07 million of total revenue in 2014. As of Dec. 31, 2016, Dolphin Digital had $14.20 million in total assets, $46.07 million in total liabilities and a $31.87 million total stockholders' deficit. The Company has incurred net losses of $37.19 million and $8.836 million, respectively for the years ended Dec. 31, 2016 and 2015. The Company has generated negative cash flows from operations for the years ended Dec. 31, 2016 and 2015 of $14.92 million and $7.065 million, respectively. Further, the Company has a working capital deficit for the years ended Dec. 31, 2016 and 2015 of $31.42 million and $43.34 million, respectively, that is not sufficient to maintain or develop its operations, and it is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is planning to raise any necessary additional funds through loans and additional issuance of its Common Stock. There is no assurance that the Company will be successful in raising additional capital. If the Company is unable to obtain additional funding from these sources within the next twelve months, it could be forced to liquidate. On Feb. 16, 2017, the Company sold 100,000 shares of its Common Stock for $5.00 per share. During 2017, it has also received loans from its CEO in the amount of $420,000. On April 10, 2017, the Company signed two promissory notes with one debtholder for an aggregate amount of $300,000. The promissory notes bear interest at 10.00% per annum and have a maturity date of Oct. 10, 2017. The Company currently has the rights to several scripts that it intends to obtain financing to produce and release during 2017 and 2018. It expects to earn a producer and overhead fee for each of these productions. There can be no assurances that such productions will be released or fees will be realized in future periods. The Company is currently working on producing a variety of digital projects which it intends to fund through private investors on a project basis and expects to derive additional revenues from these productions in the third quarter of 2017. There can be no assurances that such income will be realized in future periods. On March 30, 2017, the Company acquired 42West LLC, a limited liability company incorporated in the State of Delaware. 42West is an entertainment public relations agency offering talent publicity, strategic communications and entertainment content marketing. The Company expects to derive revenues from this wholly owned subsidiary and will seek to identify additional revenue streams from the combined companies. BDO USA, LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company, accordin to BDO USA, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K filing is available at: https://is.gd/W7IpJB About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the-art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. EATERIES INC: Seeks Approval of $500K DIP Loan, Use Cash Collateral ------------------------------------------------------------------- Eateries, Inc., and GRP of Zanesville, LLC, ask the U.S. Bankruptcy Court for the Western District of Oklahoma for authorization to obtain postpetition loans and other extensions of credit from Spirit Bank, in an amount not to exceed $500,000 and annual review provisions on a final basis in accordance with the terms and conditions set forth in the Secured Super-Priority Credit Agreement. The Debtors claim that they do not have sufficient available sources of working capital or cash to continue the operation of its business during the Chapter 11 proceedings without access to the Loan Facility. The Debtors further claim that the proposed Loan Facility will, on an interim basis, fund a portion of their necessary restructuring costs and other essential costs as the Debtors move toward confirmation of their plans. These costs include, among other things, the Debtors' operating expenses, professional fees, insurance, taxes, and other miscellaneous costs. Accordingly, the Debtors also request for an emergency interim authorization to use the proceeds of the Loan Facility, in an amount not to exceed $200,000, in accordance with the Budget, pending the Final Hearing. A summary of certain terms and conditions set forth in the Loan Agreement and the Financing Order are as follows: A. Facility Amount: Not to exceed at any time the aggregate principal amount of $500,000 and annual review by Spirit Bank. B. Termination Date: Earlier of the occurrence of an Event of Default or April 26, 2021, subject to the annual review by Spirit Bank. C. Interest Rate: A fixed per annum rate of 5.0%. D. Collateral and Security: Spirit Bank ill be granted: (a) First priority claims, liens and security interests in any and all assets and properties of the Debtors,now owned or after acquired ,real and personal,and the proceeds and products thereof, which will be senior to all other liens and security interests, to secure all obligations under the Loan Facility, but subject only to prior liens, if any, and the Carve-Out. (b) Superpriority administrative claims and all other benefits and protections allowable under the Bankruptcy Code, which will be senior in right to all other administrative claims against the Debtors, except for the Carve-Out. E. Purpose for and Duration of the Loan Facility: (a) To maintain the Debtors' assets, operate its business, provide financial information, and pay employee compensation, payroll taxes, overhead, and other expenses necessary to maximize the value of the Debtors and to file and obtain confirmation of a plan. (b) Spirit Bank's consent commitment to provide credit under the Loan Agreement and the Financing Order, will be effective upon entry of the Financing Order to and including the earlier of: (i) notice of the occurrence of an Event of Default; or (ii) the date of the Final Hearing, unless otherwise extended by agreement of the Debtor and the Spirit Bank. F. Carve-Out. Spirit Bank consents to a carve-out from its Collateral for the payment of: (a) reasonable fees and expenses of all professionals hired by the Debtors or who otherwise seek to be paid by the Debtors as a part of the Debtor's case, approved by the Court (b) an aggregate amount not to exceed $10,000 to be used to pay fees earned and expenses by counsel for the Committee. G. Approval of additional financing: (a) Approve the assumption of an executory contract with Performance Food Group to continue to provide food stuffs and other raw materials essential to the continued operations of the Debtors' business. (b) Approve the grant of a lien to Performance Food Group that is subordinate to the liens proposed to be granted to Spirit Bank and subordinate to the existing liens of Fiesta Holdings, Inc., Fresh Capital, LLC, and Practical Investors, LLC. However, if a nominee of Fiesta Holdings, Fresh Capital and Practical Investors is not the ultimate buyer at the sale of the Debtors' assets that will be proposed in a Section 363 sale or the Debtors' Chapter 11 Plan, and the nominee does not assume the PFG Contract as a part of such sale, then the liens of Fiesta Holdings, Fresh Capital and Practical Investors will be subordinate to the lien of Performance Food Group that will be granted under the Financing Order. (c) Approve other general terms of the agreement with Performance Food Group. The Debtors have prepetition secured debts to Fiesta Holdings, Fresh Capital, and Practical Investors, in an aggregate amount of at least $1,700,000 of unpaid principal, as of the Petition Date, secured by properly perfected first-priority liens and security interests in, any and all assets and property of the Debtors, now owned or hereafter acquired, real and personal, and the proceeds and products thereof. Fiesta Holdings, Fresh Capital, and Practical Investors each assert a first-priority perfected lien and security interest in the cash collateral pursuant to the applicable provisions of the Pre-Petition Claim Documents. Fiesta Holdings, Fresh Capital, and Practical Investors have agreed to subordinate all of their prepetition claims and all of its rights in the prepetition collateral to the claims and liens granted to Spirit Bank. To the extent necessary,Fiesta Holdings, Fresh Capital, and Practical Investors have also consented to the use of any cash collateral. A hearing will be held on the Debtor's Amended Motion on April 25, 2017 at 1:30 p.m. If necessary, the final hearing on any interim orders entered regarding the Debtor's use of cash collateral will be held on May 12, 2017, at 9:30 a.m. A full-text copy of the Debtor's Amended Motion, dated April 19, 2017, is available at https://is.gd/Uhxser About Eateries and GRP of Zanesville Eateries, Inc., doing business as Garfield's Restaurant & Pub and doing business as S&B Burger Joint of Carbondale, IL, owns 11 different restaurants on leased premises. Hestia Holdings, LLC, holds a 100% stake in the Company. Eateries, Inc., and its affiliate GRP of Zanesville, LLC, filed Chapter 11 petitions (Bankr. W.D. Okla. Case Nos. 17-11444 and 17-11445, respectively) on April 18, 2017. The petitions were signed by William C. Liedtke, III, vice president. The cases are jointly administered and assigned to Judge Sarah A. Hall. Eateries, Inc., estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. GRP of Zanesville estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Mark A. Craige, Esq. and Lysbeth George, Esq. at Crowe & Dunlevy, A Professional Corporation. Eateries, Inc., previously filed sought Chapter 11 protection on Dec. 28, 2012 (Bankr. W.D. Okla. Case No. 12-16224) and on May 11, 2009 (Bank. W.D. Okla. Case No. 09-12499). To date, an official committee of unsecured creditors has not yet been appointed in the new cases. EATERIES INC: Taps Crowe & Dunlevy as Legal Counsel --------------------------------------------------- Eateries, Inc. and GRP of Zanesville, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire legal counsel. The Debtors propose to hire Crowe & Dunlevy to give legal advice regarding their duties under the Bankruptcy Code, and provide other legal services related to their Chapter 11 cases. The firm will be compensated at its regular hourly rates, and will be reimbursed for work-related expenses. Prior to their bankruptcy filing, the Debtors paid Crowe & Dunlevy a retainer in the amount of $75,000, of which $50,000 was applied for services rendered for bankruptcy planning and restructuring work. The firm holds a balance of $25,000. Mark Craige, Esq., at Crowe & Dunlevy, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark A. Craige, Esq. Crowe & Dunlevy A Professional Corporation 321 South Boston Avenue Tulsa, OK 74103-3313 Tel: 918.592.9800 Fax: 918.592.9801 Email: mark.craige@crowedunlevy.com -- and -- Lysbeth L. George, Esq. Crowe & Dunlevy A Professional Corporation Braniff Building 324 North Robinson Avenue, Suite 100 Oklahoma City, OK 73102-8273 Tel: (405) 234-3245 Fax: (405) 272-5203 Email: lysbeth.george@crowedunlevy.com About Eateries Inc. Eateries, Inc. and GRP of Zanesville, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 17-11444) on April 18, 2017. The petitions were signed by William C. Liedtke, III, vice-president. The cases are assigned to Judge Sarah A. Hall. The Debtors have employed Crowe & Dunlevy as bankruptcy counsel and D.R. Payne & Associates, Inc. as financial advisor and accountant. At the time of the filing, Eateries estimated assets of less than $1 million and liabilities of $1 million to $10 million. GRP of Zanesville estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Eateries, which operates under the names Garfield's Restaurant & Pub and S&B Burger Joint of Carbondale, IL, owns 11 different restaurants on leased premises. Meanwhile, GRP of Zanesville is a small business debtor. Hestia Holdings, LLC holds 100% stake in Eateries. Eateries previously filed a Chapter 11 petition on Dec. 28, 2012 (Bankr. W.D. Okla. Case No. 12-16224) and on May 11, 2009 (Bank. W.D. Okla. Case No. 09-12499). EATERIES INC: Taps D.R. Payne as Financial Advisor & Accountant --------------------------------------------------------------- Eateries, Inc. and GRP of Zanesville, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire a financial advisor and accountant. The Debtors propose to hire D.R. Payne & Associates, Inc. to provide these services in connection with their Chapter 11 cases: (a) assist in the preparation of schedules, statement of financial affairs, initial report, and monthly operating reports; (b) analyze the financial projections and assumptions utilized in a bankruptcy plan and disclosure statement; (c) prepare a feasibility analysis of the plan; (d) assist in the evaluation of the Debtors' business and financial aspects; (e) assist the Debtors in any asset sale process; and (f) assist the Debtors with financial projections, loan budget, overall case budget, analysis and discharge of their obligations. D.R. Payne has no connection with the Debtors and their creditors, which is adverse to the interests of the bankruptcy estates, according to court filings. The firm can be reached through: David R. Payne D.R. Payne & Associates, Inc. 119 North Robinson Avenue, Suite 400 Oklahoma City, OK 73102 Phone: (405) 272-0511 About Eateries Inc. Eateries, Inc. and GRP of Zanesville, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 17-11444) on April 18, 2017. The petitions were signed by William C. Liedtke, III, vice-president. The cases are assigned to Judge Sarah A. Hall. The Debtors have employed Crowe & Dunlevy as bankruptcy counsel and D.R. Payne & Associates, Inc. as financial advisor and accountant. At the time of the filing, Eateries estimated assets of less than $1 million and liabilities of $1 million to $10 million. GRP of Zanesville estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Eateries, which operates under the names Garfield's Restaurant & Pub and S&B Burger Joint of Carbondale, IL, owns 11 different restaurants on leased premises. Meanwhile, GRP of Zanesville is a small business debtor. Hestia Holdings, LLC holds 100% stake in Eateries. Eateries previously filed a Chapter 11 petition on Dec. 28, 2012 (Bankr. W.D. Okla. Case No. 12-16224) and on May 11, 2009 (Bank. W.D. Okla. Case No. 09-12499). ECOSPHERE TECHNOLOGIES: Incurs $7.97 Million Net Loss for 2016 -------------------------------------------------------------- Ecosphere Technologies, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $7.973 million on $91,157 total revenue for the year ended Dec. 31, 2016, compared with a net loss of $23.06 million on $721,179 total revenue in 2015, and a net loss of $11.49 million on $1.11 million of total revenues in 2014. During the 2016 period, the Company had field services revenue of $33,854 from an Ozonix water treatment demonstration for a power utility company. In addition, the Company had $32,303 of aftermarket part and product sales and $25,000 related to the recognition of deferred revenue from licensing fees received in 2016. As of Dec. 31, 2017, Ecosphere Technologies has $2,361,584 in total assets, $15,141,890 in total liabilities, total redeemable convertible cumulative preferred stock of $3,968,783 and a $16,749,089 total stockholders' deficit. Salberg & Company, P.A., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. Ecosphere Technologies reported a net loss of $7,973,214 and $23,067,761 in 2016 and 2015, respectively, and cash used in operating activities of $3,137,122 and $1,761,946 in 2016 and 2015, respectively. At Dec. 31, 2016, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $12,909,114, $15,948,881 and $139,872,236 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. The Company is working on a number of initiatives which, if consummated, can provide liquidity: * As a result of the recently announced SOGS product and services line, the Company and SOGS have begun discussions with multiple, commercial licensed growers that the Company expects could generate significant contracts and liquidity for the Company moving forward. * The Company is currently evaluating multiple opportunities to take SOGS public in order to provide liquidity for its shareholders. Assuming that SOGS is able to raise capital and become publicly reporting, it will pay Ecosphere $0.8 million of proceeds. In addition, Ecosphere will receive ongoing monthly management fees from SOGS. * During the summer of 2017, the Company expects to complete Phase 1 of its Cannatech Agriculture Center in Washington State. The Company expects for the business model of EDC to generate significant monthly, recurring, long-term revenue for the shareholders of Ecosphere and is a potential source of liquidity. The Company and EDC expect to replicate this business model, not only in Washington State, but in locations throughout the United States that are geographically, politically and economically well positioned. * The Company and EDC are seeking to raise the remaining $1.2 million balance of an offering of a percentage of EDC Phase 1 revenues generated in connection with the Washington Cannatech Agriculture Center project. * The Company continues to have ongoing discussions with potential strategic partners and licensees of its multi-patented and proven Ozonix and Ecos PowerCube technologies. The Company also continues to engage in numerous pilots and demonstrations to demonstrate the effectiveness of its Ozonix technology, when conventional water treatment methods can’t effectively compete. A full-text copy of Form 10-K is available for free at https://is.gd/G9amMH About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. ENLINK MIDSTREAM: Moody's Hikes Corporate Family Rating to Ba1 -------------------------------------------------------------- Moody's Investors Service upgraded EnLink Midstream Partners, LP's Corporate Family Rating (CFR) to Ba1 from Ba2, its Probability of Default Rating (PDR) to Ba1-PD from Ba2-PD, and its senior unsecured notes ratings to Ba1 from Ba2. Concurrently, Moody's affirmed EnLink LP's SGL-3 Speculative Grade Liquidity (SGL) Rating. The rating outlook is stable. "EnLink LP's upgrade follows the upgrade of Devon Energy's ratings, the controlling owner of EnLink LP's general partner," commented Amol Joshi, Moody's Vice President. "While minimum volume commitments (MVCs) are protecting EnLink LP's margins amidst declining volumes in the Barnett Shale over the near-term, the company's growth in the STACK could largely offset margin decline after its Barnett MVCs expire at the end of 2018." Issuer: EnLink Midstream Partners, LP Ratings Upgraded: Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Senior Unsecured Bonds/Debentures, Upgraded to Ba1 (LGD4) from Ba2 (LGD4) Ratings Affirmed: Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Action: Outlook, Remains Stable RATINGS RATIONALE EnLink LP's Ba1 CFR is consistent with the rating of its controlling owner, Devon Energy Corporation (Devon, Ba1 stable), reflecting its high customer concentration risk with Devon, combined with Devon's controlling ownership. EnLink's credit profile benefits from a high proportion of fee-based revenue and significant minimum volume commitments that help provide volume stability and support cash flow visibility through the end of 2018, and an increasingly coordinated growth strategy with Devon. These strengths are partially offset by EnLink LP's concentration in the mature Barnett Shale, where volumes have been in decline, and the need to continue to offset this exposure through growth in other regions such as the STACK, which entails execution risk. The rating is also restrained by the inherent risks associated with its high-payout master limited partnership (MLP) business model. The SGL-3 rating reflects Moody's view that EnLink LP will have adequate liquidity through 2017, although the company's MLP structure reduces its financial flexibility because of ongoing distributions. Growth capital expenditures in 2017 are expected to approach $650 million. EnLink LP will fund its projected negative free cash flow using asset sale proceeds, at-the-market (ATM) equity issuances and revolver drawings. While EnLink LP's next long-term debt maturity is not until April 2019, the company recently issued notice to redeem its 7.125% senior unsecured notes due 2022 at 103.6% of principal amount, plus accrued and unpaid interest, for roughly $174 million due on June 1, 2017. In addition, the company does have a $250 million installment payment associated with its Tall Oak acquisition due in January 2018. At December 31, 2016, EnLink LP had $120 million drawn and $11.5 million in letters of credit under its $1.5 billion unsecured revolving credit facility, which matures in March 2020. The credit facility is only subject to customary MACs on matters such as litigation, taxes, environmental liabilities and legal compliance. Financial covenants include a maximum total leverage covenant of 5.0x (relaxed to 5.5x for the quarter of an acquisition and the three following quarters). Moody's expects the company to remain in covenant compliance through 2017. EnLink LP's capital structure is comprised of an unsecured revolving credit facility and unsecured notes. EnLink LP's unsecured notes do not benefit from upstream guarantees from operating subsidiaries and are, as a result, structurally subordinated to the obligations of EnLink LP's subsidiaries. Despite this structural subordination, the unsecured notes are rated in-line with the CFR as these obligations are not material in size relative to the unsecured notes to warrant notching below the CFR. Enlink LP's stable outlook reflects the stable outlook on its controlling owner, Devon. An upgrade of Devon's ratings could lead to EnLink LP being considered for an upgrade. In addition, Enlink LP needs to maintain leverage around 4.5x and distribution coverage of at least 1.1x. For an upgrade, there will also need to be sufficient visibility regarding the profitable execution of Enlink LP's ongoing build-out of its STACK assets, to offset the expected margin decline within its Barnett Shale assets after their MVCs expire. Ratings would likely be downgraded if Devon were to be downgraded. EnLink LP's ratings could also be downgraded if debt/EBITDA increased to above 5.5x, or distribution coverage dropped below 1x for a sustained period. Material debt levels incurred at EnLink Midstream, LLC (EnLink GP) would also pressure EnLink LP's rating. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. EnLink Midstream Partners, LP is a publicly traded master limited partnership headquartered in Dallas, Texas. ENVISAGE DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Envisage Development Partners, LLC 837 Fillmore Street San Francisco, CA 94117 Case No.: 17-30396 About the Debtor: The Debtor's principal assets are located at 438 29th St. and 42 Farragut Ave. San Francisco, CA. Chapter 11 Petition Date: April 23, 2017 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Leonardo D. Drubach, Esq. LD LAW OFFICES 6442 Coldwater Canyon Ave., Suite 211 Northwood Hollywood CA 91406 P.O. Box 8061 Tel: (818) 477-4740 E-mail: zlaw578@yahoo.com leo@ldlawo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Rowson, managing member. The Debtor did not submit a list of its 20 largest unsecured creditors at the time of the bankruptcy filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb17-30396.pdf ERIE STREET INVESTORS: Has Interim OK to Use Cash Until May 12 -------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Erie Street Investors, LLC, LaSalle Investors, LLC, and WSC Parking Fund I to use cash collateral to pay postpetition expenses during the period of April 5, 2017, through May 12, 2017 on an interim basis. The Debtors' approved operating budget for the period beginning April 3, 2017, through May 14, 2017, contemplate total cash needs of approximately $141,505 for Erie Street Investors, $90,705 for LaSalle Investors and $108,486 for WSC Parking Fund. Deutsche Bank Trust Company Americas, as Trustee for the Registered Holders of UBS-Citigroup Commercial Mortgage Trust 2011-C1, Commercial Mortgage Pass-through Certificates, Series 201-C1, by Rialto Capital Advisors, LLC is granted following adequate protection for their purported secured interests in the rental income derived from the respective property of the Debtors located at 343 W. Erie St., Chicago, IL, 747 LaSalle St., Chicago, IL and 600 S. Clark St., Chicago, IL: (a) The Debtors will permit Deutsche Bank to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records. (b) The Debtors will maintain and pay premiums for adequate insurance to cover the Property from fire, theft and water damage. (c) The Debtors will, upon reasonable request, make available to Deutsche Bank evidence of that which purportedly constitutes its collateral or proceeds. (d) The Debtors will provide Deutsche Bank a weekly variance report reflecting the actual cash receipts and disbursements for the preceding week from those reflected in the Budget. (e) The Debtors will provide Deutsche Bank upon request additional financial reporting as to its rental income and expenditures, and the status of its operations. (f) The Debtors will properly maintain the Property in good repair and properly manage the Property. (g) Deutsche Bank is granted a postpetition replacement lien upon the same asset Deutsche Bank asserted a lien prior to the Petition Date, but only to the extent of Deutsche Bank's prepetition liens. A full-text copy of the Agreed Order, dated April 19, 2017, is available at https://is.gd/nif3D0 Deutsche Bank Trust Company Americas is represented by: Edward S. Weil, Esq. Jonathan E. Aberman, Esq. Maria A. Diakoumakis, Esq. Mark A. Silverman, Esq. DYKEMA GOSSETT PLLC 10 South Wacker Drive, Suite 2300 Chicago, Illinois 60606 Telephone: (312) 876-1700 Facsimile: (312) 876-1155 E-mail: eweil@dykema.com jaberman@dykema.com mdiakoumakis@dykema.com msilverman@dykema.com About Erie Street Investors LaSalle Investors and WSC Parking Fund I Affiliated debtors Erie Street Investors, LLC, LaSalle Investors, LLC and WSC Parking Fund I filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-10554, 17-10557 and 17-10561, respectively) on April 3, 2017. Arthur Holmer, managing member of Weiland Ventures, LLC, signed the petitions At the time of filing, the Debtors' assets and liabilities are estimated as follows: Estimated Estimated Assets Liabilities --------- ----------- Erie Street Investors $10M-$50M $10M-$50M LaSalle Investors $10M-$50M $10M-$50M WSC Parking Fund $1M-$10M $1M-$10M The cases are assigned to Judge Deborah L. Thorne, Judge Carol A. Doyle, and Judge LaShonda A. Hunt, respectively. The Debtors are represented by Scott R Clar, Esq., at Crane, Heyman, Simon, Welch & Clar. FARMERS GRAIN: Taps Angstman Johnson as Legal Counsel ----------------------------------------------------- Farmers Grain LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire legal counsel. The Debtor proposes to hire Angstman Johnson to review claims of creditors, prepare a disclosure statement and plan of arrangement, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm range from $195 and $325 for attorneys, and $95 and $120 for paralegals. Matthew Christensen, Esq., the attorney at Angstman Johnson who will be primarily responsible for representing the Debtor, will charge $275 per hour. Mr. Christensen received a retainer from the Debtor of $32,000. Pre-filing fees and expenses drawn against the retainer total $6,439.50, leaving $25,560.50 remaining in the retainer, which is being held in his firm's client trust account. In a court filing, Mr. Christensen disclosed that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew T. Christensen, Esq. Angstman Johnson 3649 N. Lakeharbor Lane Boise, ID 83703 Tel: (208) 384-8588 Fax: (208) 853-0117 Email: mtc@angstman.com Email: info@angstman.com About Farmers Grain LLC Based in Nyssa, Oregon, Farmers Grain LLC buys and sells grain, dry, soya, and inedible beans. Farmers Grain holds a fee simple interest in a real property located at 110, 114, & 255 King Ave. in Nyssa, including all structures and other fixtures valued at $4.13 million. Farmers Grain sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-00450) on April 18, 2017. The petition was signed by Galen Jantz, manager. The case is assigned to Judge Terry L. Myers. At the time of the filing, the Debtor disclosed $14.10 million in assets and $15.55 million in liabilities. FLORIDA GLASS: Chapter 11 Plan and Disclosure Statement Filed ------------------------------------------------------------- Florida Glass of Tampa Bay, Inc., filed a Chapter 11 Plan of Liquidation and Disclosure Statement on April 17, 2017. A corrective order conditionally approving the Disclosure Statement was also subsequently by the Court on April 20. The hearing to consider confirmation of the Plan is scheduled for June 7, 2017. Parties-in-interest have until May 31 to file formal written objections to confirmation. Florida Glass had sought and obtained an order from the Bankruptcy Court extending its exclusive plan filing period and exclusive solicitation through April 17 and June 16, 2017, respectively. The Debtor related that the mediation process in its cases was impassed and was thus not concluded on March 31, 2017. The original intention of the parties was that the Debtor would file a plan and disclosure statement within 14 days of conclusion of mediation. That day fell on a Friday, April 14. The Debtor said the Plan is substantially complete now; however it sought a few more days to complete all analysis necessary to file a confirmable plan and a disclosure statement with adequate information for consideration by all parties-in-interest. About Florida Glass of Tampa Bay, Inc. Florida Glass of Tampa Bay, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-06874) on Aug. 9, 2016. The petition was signed by Joseph Muraco, president. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Debtor is represented by Leon A. Williamson, Jr., Esq., at the Law Office of Leon A. Williamson, Jr., P.A. Trenam Kemker Scharf Barkin Frye O'Neill & Mullis, P.A. serves as special counsel to the Debtor. The U.S. Trustee has been unable to appoint an official unsecured creditors committee in the case. FLYGLO LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: FlyGLO, LLC 940 Gravier Street New Orleans, LA 70112 Case No.: 17-11015 Business Description: Founded in 2013, flyGlo operates a a fleet of three, 30-passenger Saab 340B aircraft. It offers daily non-stop services between its base in New Orleans to Shreveport, Huntsville, Little Rock, Memphis and Destin-Fort Walton Beach. Web site: http://www.flyglo.com Chapter 11 Petition Date: April 23, 2017 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK, HORN & DABNEY, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 E-mail: dsd@hellerdraper.com Debtor's Special Counsel: FISHMAN HAYGOOD LLP Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Calvin C. "Trey" Fayard, III, chief executive officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Alandia Air $920,381 Torggatan 22100 Mariehamm, Finaland American Express $67,376 Ameristate Bank $28,858 Arkansas Times $5,345 Aviation Inventory $262,097 Resources 12240 E. FM Road 917 Alvarado, TX 76009 Bond/Maroch PR $60,081 Eastern Aviation $63,511 Empire Airlines $242,366 GE Engine Services LLC $979,380 1 Neumann Way Cincinatti, OH 45215 Nola Aviation $142,147 Nortech $19,366 PrimeFlight $70,735 Proforma $121,218 Radixx $19,375 SAAB $56,846 Shreveport Airport Authority $33,712 SkyCap $5,521 Valtim Marketing Solutions $9,401 William Lardent LLC $11,770 Worldwide Aircraft Services $16,465 FORBES ENERGY: Prepackaged Joint Plan Declared Effective -------------------------------------------------------- The effective date of Forbes Energy Services Ltd., et al.'s prepackaged joint plan of reorganization occurred on April 13, 2017. The distribution record date was fixed as April 12, 2017. Professionals or other entities asserting a professional fee claim for services rendered through the Effective Date must file by June 12, 2017, and serve on the Reorganized Debtors and other entities who are designated by the Bankruptcy Rules, the confirmation court order or other order of the Court an application for final allowance of the professional fee claim. As reported by the Troubled Company Reporter on April 5, 2017, Forbes Energy Services on March 31, 2017, disclosed that the plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code of Forbes and its domestic subsidiaries has been confirmed by the Court. About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, Snow Spence Green LLP as local counsel, and Winstead PC as corporate and securities counsel. Alvarez & Marsal Holdings, LLC, serves as financial advisor, Kurtzman Carson Consultants LLC as solicitation and balloting consultants, and BDO USA, LLP, as tax and audit services provider. FRESH & EASY: Selling Liquor License No. 539705 for $10K -------------------------------------------------------- Fresh & Easy, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a notice that it is selling Liquor License (No. 539705) to City of Industry Supermarket, LLC, for $10,000. The objection deadline is April 21, 2017 at 5:00 p.m. (ET) On Dec. 3, 2015, the Court entered a Miscellaneous Asset Sale Order, authorizing the Debtor to sell or transfer certain miscellaneous assets pursuant to the procedures set forth in the Miscellaneous Asset Sale Order. Pursuant to that Order, the Debtor proposes to sell the Liquor License to the Buyer pursuant to the Purchase Agreement. The Debtor proposes to sell the Liquor License to the Buyer on an "as is, where is" basis, free and clear of all liens, claims, interests, and encumbrances. A copy of the Purchase Agreement and Miscellaneous Asset Sale Order attached to the Notice is available for free at: http://bankrupt.com/misc/Fresh_&_Easy_2096_Sales.pdf The known parties holding liens or other interest in the Liquor License are: (i) Wells Fargo Bank, National Association; (ii) Womble Carlyle Sandridge & Rice LLP; (iii) California Department of Alcoholic Beverage Control Headquarters; (iv) California State Board of Equalization; (v) State of California Franchise Tax Board; (vi) Industry East Land Retail II, LLC; and (vii) Jason Kho. If no objections are received by the Debtor by the Objection Deadline, then the Debtor may proceed with the proposed sale in accordance with the terms of the Miscellaneous Asset Sale Order. About Fresh & Easy Fresh & Easy, LLC, a chain of grocery stores in the Southwest United States, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 15-12220) on Oct. 30, 2015. The petition was signed by Peter McPhee, the CFO. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $100 million. Judge Christopher S. Sontchi is assigned to the case. The Debtor has engaged Norman L. Pernick, Esq., Kate J. Stickles, Esq., and David W. Giattino, Esq., at Cole Schotz P.C. as counsel; Epiq Bankruptcy Solutions, LLC, as claims and noticing agent; DJM Realty Services, LLC; and CBRE Group, Inc., as real estate consultants; and FTI Consulting, Inc., as restructuring advisors. The Official Committee of Unsecured Creditors hired Fox Rothschild LLP and ASK LLP as counsel. * * * The Debtor has undertaken the process of liquidating the estate's assets located at its retail locations and distribution center with the assistance of Hilco Merchant Resources, LLC, and Industrial Assets Corp., respectively, has engaged DJM Realty Services, LLC, and CBRE, Inc., to market its leasehold interests, and has recently engaged Hilco Streambank to assist with the disposition of its intellectual property. As part of the claims process, a bar date of Feb. 19, 2016, was established by the Court for creditor claims. FRESH ICE CREAM: Seeks to Hire Anchin Block as Accountant --------------------------------------------------------- The Fresh Ice Cream Company LLC has filed an amended application seeking approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an accountant. The Debtor proposes to hire Anchin, Block & Anchin LLP to provide tax accounting services related to its Chapter 11 case. The firm's compensation was not disclosed in the amended application. Anchin Block is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to the court filing. The firm can be reached through: Gregory Wank Anchin, Block & Anchin LLP 1375 Broadway New York, NY 10018 Phone: 212.840.3456 Fax: 212.840.7066 About The Fresh Ice Cream Company The Fresh Ice Cream Company LLC owns and operates a frozen dairy and non-dairy product distribution company under the ice cream brand name Steve's Ice Cream. It distributes frozen dairy and non-dairy products to over 12 national retailers including Whole Foods throughout the Northeast and West Coast. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40716) on Feb. 17, 2017. The petition was signed by David Stein, managing member. The case is assigned to Judge Elizabeth S. Stong. At the time of the filing, the Debtor disclosed $1.32 million in assets and $6.31 million in liabilities. Jonathan S. Pasternak, Esq., and Erica R. Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's bankruptcy counsel. On March 8, 2017, the U.S. trustee for Region 2 appointed an official committee of unsecured creditors. The committee hired Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, as counsel. FUNCTION(X) INC: Wetpaint.com Stories Now on Apple News ------------------------------------------------------- On April 17, 2017, Function(x) Inc. issued a press release relating to the availability of Wetpaint.com stories on Apple News. Wetpaint.com, (owned by Function(x) – NASDAQ: FNCX) a leading online destination for entertainment news for millennial women covering the latest in television, music, and pop culture, is now publishing on Apple News. Taking advantage of Apple's relaunched design, Wetpaint.com gains a significant new distribution channel, while fans get the convenience of Wetpaint.com on their iPhone and iPad. Wetpaint.com offers a captivating News experience, clean presentation, and puts all the stories that interest you in one place. You can save favorites, share with friends, and vote and rate stories. As you do, News learns about your preferences and makes recommendations for stories that interest you. A full-text copy of the regulatory filing is available at: https://is.gd/7Xvek6 About Function(x)Inc. Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Dec. 31, 2016, Function(x) had $31.80 million in total assets, $27.94 million in total liabilities and $3.85 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. GARY DEAN ROGERS: Johnson Buying Personal Property for $144K ------------------------------------------------------------ Gary Dean Rogers asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of his interest in various items of personal property, including vehicles, to Eddie Johnson or his designee for $143,600. All of the Property is used, and the majority of it was formerly utilized in the Debtor's oilfield services business. The Property is non-income producing. The Buyer has offered to purchase the Property for cash upon approval of the proposed sale by the Court. The total purchase price for the Property is $143,600. The sale will be "as is, where is, with no representations or warranties of any kind, express or implied," and free and clear of all liens, claims, interests and encumbrances. The Debtor is unaware of any consensual liens on the Property. At closing the Debtor asks for authority to pay all normal and customary closing costs and fees, if any. The Debtor has not employed a broker or agent to facilitate the sale of the Property, and no commissions or other fess will be due when the Property is sold. In the exercise of his business judgment, the Debtor has determined that the proposed sale to the Buyer, is, at present, the highest and best offer under the circumstances and will maximize the value to the estate. A copy of the list of personal property to be sold is available for free at: http://bankrupt.com/misc/Gary_Roger_225_Sales.pdf About Gary Dean Rogers Gary Dean Rogers -- also known as G D Rogers, doing business as Rogers Construction, doing business as Rogers General Construction -- sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10404) on April 4, 2016. Wayne Kitchens, Esq., at Hughes Watters Askanase, LLP, serves as counsel. GENERAL MOTORS: SC Tosses Request to Review Bankruptcy Ruling ------------------------------------------------------------- On April 24, 2017, the U.S. Supreme Court turned down GM's request to review the Second Circuit's ruling striking down the bankruptcy shield for the car company as it relates to hundreds of victims of the ignition switch defect in GM vehicles. The Second Circuit had determined that GM's bankruptcy, without notifying its customers whose vehicle had the defective ignition switch, violated those customers' due process rights. Robert Hilliard, lead counsel for the victims killed and injured by GM's defective ignition switch states, "Hundreds of death and injury cases have been frozen in place for years as GM wrongly tried to hide behind a fake bankruptcy. Even when GM told the world it was owning up to its mistakes and doing right by those they killed and injured, they were still ordering their lawyers to spare no expense or legal maneuver to try and stop these victims from having their day in Court. Now, GM can hide no more. These cases are factually some of the most tragic stories, and also some of the strongest in terms of clear liability of GM's intentional misconduct. Each case will soon be sent back to its local venue and each one will be tried to a verdict. As the federal MDL bellwether process involving these types of vehicles is completed, the entirety of the docket of cases that were trapped by GM's bankruptcy are able to be tried in the victim's home state. I am hopeful that long overdue justice will finally be achieved for these remaining victims." About HMG Hilliard Munoz Gonzales LLP (HMG) -- http://www.hmglawfirm.com-- specializes in mass torts, personal injury, product liability, commercial and business litigation, and wrongful death. Hilliard Munoz Gonzales LLP has been successfully representing clients in the United States and Mexico since 1986. Bob Hilliard obtained the Largest Verdict in the country in 2012 and the #1 verdict in Texas in 2013. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GENERAL WIRELESS: Defends Bonus Plans Against Panel & US Trustee ---------------------------------------------------------------- General Wireless Operation, Inc., d/b/a RadioShack, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a response to the objections filed by the Official Committee of Unsecured Creditors and the U.S. Trustee to the proposed key executive incentive plan and key employee retention plan. A hearing will be held on April 24, 2017, at 10:30 a.m. (ET). The Debtors claim that the Objections principally assert, in error, that the KEIP program proposed by the Debtors is not a true incentive plan. "Rather, they assert that it is a disguised retention plan that does not contain meaningfully challenging performance metrics and does not demonstrate that the Key Executives must make substantial additional efforts to contribute to the realization of the Distributable Proceeds that form the basis of the KEIP plan incentives. The Objections also incorrectly assert that the structure, costs and development of the KEIP fail to satisfy the requirements of Sections 363(b)(1) and 503(c)(3) of the Bankruptcy Code and are not otherwise justified by the facts and circumstances of these cases," the Debtors say. The KEIP program, according to the Debtors, is constructed with a single goal -- the maximization of Distributable Proceeds to fund creditor recoveries. The Debtors developed the KEIP targets with the assistance of CR3 Partners (their third-party compensation consultant) and in consultation with the Debtors' second lien lenders, arguably the creditor group most directly impacted by the amount of Distributable Proceeds realized. "To achieve the highest thresholds for Distributable Proceeds requires the Key Executives to not only maximize the value of the GOB Sales but also to aggressively manage the administrative costs of the Debtors' operations to achieve the targeted benchmarks. The KEIP does not reward the Key Executives for simply remaining with the company, rather it requires the Key Executives to perform over and above their normal responsibilities," the Debtors state. The Debtors assure the Court that the Key Executives have indeed performed and continue to perform. "Despite the additional pressures of these Chapter 11 cases and the loss of many of the Debtors' employees, the Key Executives have chosen to directly manage the GOB sales without the assistance of a third party liquidator and with a much leaner financial advisory arrangement than is seen in other chapter 11 cases. These combined challenges require the Key Executives to work 12-14 hour days, six or seven days a week. This effort is not in vain -- they have resulted in recoveries from the GOB sales approximately 25%-30% higher than estimates from a third party liquidator and the realization of over $20 million in additional value to the Debtors' estates," the Debtors say. A copy of the Response is available at: http://bankrupt.com/misc/deb17-10506-495.pdf As reported by the Troubled Company Reporter on April 20, 2017, the Debtors asked the Court for approval of their key executive incentive plan and key employee retention plan, saying that they made the request to (a) provide appropriate incentives to certain key executives of the company to maximize the value of the Debtors' assets in the sale and reorganization process and (b) preserve the value of the Debtors throughout the sale and reorganization process through a retention program designed to provide an incentive for key employees to stay on during the stress and uncertainty of the Debtors' sale process and potential reorganization. About General Wireless Operations Based in Fort Worth, Texas, General Wireless Operations Inc., doing business as RadioShack -- http://www.RadioShack.com/-- operates a chain of electronics stores. Its predecessor, RadioShack Corp., then with 4,000 locations, sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10197) in February 2015 and announced plans to close underperforming stores. In March 2015, General Wireless, a Standard General affiliate, won court approval to purchase RadioShack Corp.'s assets, gaining ownership of around 1,700 RadioShack locations. Two years later, General Wireless commenced its own bankruptcy case, announcing plans to close 200 of 1,300 remaining stores. General Wireless Operations Inc., and its affiliates based in Fort Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10506) on March 8, 2017. In its petition, General Wireless estimated $100 million to $500 million in both assets and liabilities. Bradford Tobin, SVP and general counsel, signed the petitions. The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin Management Partners & Company, Inc. as financial advisor; and Prime Clerk, LLC, as claims and noticing agent. GLYECO INC: Closes Amended Sale-Leaseback Transaction With NFS -------------------------------------------------------------- On April 13, 2017, GlyEco, Inc. and its wholly owned subsidiary, Recovery Solutions & Technologies, Inc., closed an amended sale-leaseback transaction with NFS Leasing, Inc., wherein the Company sold $1,700,000 of certain operational equipment used in the Company's glycol recovery and recycling operations pursuant to a bill of sale, as amended, and simultaneously entered into a master equipment lease agreement, as modified with NFS for the lease of the Equipment by the Company. Pursuant to the Lease Agreement, the lease term is for 48 months commencing on May 1, 2017. During the Lease Term, the Company is obligated to make monthly rental payments of $44,720.16 to NFS. The agreements are effective as of March 31, 2017. At the conclusion of the Lease Term, the Company may repurchase the Equipment from NFS for $1. The Company intends to use a portion of the financing to repay the $1,000,000, 5 percent Notes due May 31, 2017, and the balance for general corporate and working capital purposes. The Lease Agreement contains terms and provisions customary for transactions of this type, including obligations relating to the use, operation and maintenance of the Equipment. The Lease Agreement also contains customary events of default (each, an “Event of Default”), including nonpayment of amounts due under the lease, assignments for the benefit of creditors, bankruptcy or insolvency, or inaccuracy of representations and warranties. In the event that an Event of Default occurs, NFS may exercise one or more remedies specified in the Lease Agreement. The obligations of the Company to NFS under the Lease Agreement are secured by substantially all of the assets of GlyEco and RS&T pursuant to two security agreements between the Lessor and each of GlyEco and RS&T. On April 6, 2017, GlyEco issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2016. "The Company's financial performance for the quarter ended December 31, 2016, was, by several financial measures, one of our best quarters of 2016 and a significant improvement over the fourth quarter of 2015," said Ian Rhodes, GlyEco's President and Chief Executive Officer. "The WEBA, RS&T and Dow asset acquisitions in December 2016 capped off a year of meaningful progress and have given us significant momentum for 2017 and beyond." The Company's sales were $5.59 million for 2016, compared to $7.36 million for 2015, a decrease of $1.77 million, or 24%. The decrease in sales was due to the impact of the closure of our former Elizabeth, New Jersey processing center in 2015, partially offset by the addition of new customers. The Company realized a gross profit of $308,000 for 2016, compared to a gross loss of $803,000 for 2015, as cost of goods sold decreased primarily as a result of the closure of our Elizabeth, New Jersey processing facility in December 2015 and year over year improvements in operations, which are primarily attributable to significant production improvements. A full-text copy of the Form 10-K is available for free at: https://is.gd/lTEbMS About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GRANDPARENTS.COM: Has Interim OK on Financing, Cash Collateral Use ------------------------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized and empowered Grandparents.com, Inc., and Grand Card LLC to obtain credit from VB Funding, LLC, on an interim basis and based on the consent of VB Funding, to use the proceeds of the Interim DIP Loan constituting cash collateral. The Debtors are authorized to advance funds not exceeding the amount of $44,598 during the period from the Petition Date through April 28, 2017 for the payment of the current and necessary expenses, including payments to the U.S. Trustee for quarterly fees, as set forth in the budget. The approved budget shows total cash out in the aggregate sum of $1,116,993 for the period from April 21, 2017 through July 28, 2017, which specifically includes $24,209 for the week ending April 21, 2017 and $54,485 for the week ending April 28, 2017. The Debtors are required to provide VB Funding with bi-weekly Reconciliation Reports. Grandparents.com acknowledges that as of the Petition Date, it owes VB Funding at least $9,827,622, which is secured by a first priority lien in all the assets of the Debtors. In addition, Grand Card and non-debtor Grandparents Insurance Solutions, LLC, both wholly-owned subsidiaries of Grandparents.com, are guarantors under the Loan Documents. As adequate protection of the rights and interests of VB Funding in respect of the Debtors' use of any of cash collateral, VB Funding will be granted a valid, binding, enforceable, non-avoidable and perfected priority replacement security interest in and lien on all currently owned or hereafter acquired assets and/or properties of Debtors in the same types of collateral and to the same extent and priority existing as of the petition date. Judge Mark held that the replacement liens will be subordinate to VB Funding's valid, binding, enforceable, non-avoidable and perfected first-priority priming lien against all the of the Debtors' post-petition assets up to the total amount of the advances made under the DIP Loan. As security for the DIP Indebtedness, VB Funding is granted a valid, perfected, first priority priming lien against all real and personal property of the Debtors now owned or hereafter acquired and all other property of whatever kind and nature, in each case, together with the proceeds, products, rents and profits of the pledged assets. In addition, VB Funding is granted an administrative expense in the amount of the Interim DIP Loan with the highest priority and will have priority over all other costs and expenses of administration of any kind, and will at all times be senior to the rights of the Debtors, however, such expense claim will be Subject only to any claims by the U.S. Trustee for quarterly fees. The Debtors will permit GP and VB Funding LLC to visit and inspect any of the properties of any Debtor, including the Debtors' respective financial and accounting records, and to make copies and take extracts therefrom, and to discuss any Debtors' affairs, finances and business with such Debtors' officers and independent public accountants as may be reasonably requested. The Debtors will promptly provide to Lender any information or data reasonably requested to monitor the Debtors' compliance with the covenants and the provisions of the Loan Documents and the Interim Order. The Loan Documents are modified and supplemented by the Interim Order to require that the Debtors will: (A) adhere to the Approved Budget, (B) provide Lender with bi-weekly reports which reflect their actual receipts and expenditures for the prior 2 week term, and the percentage variance per line item to the Approved Budget, and (C) request the following timeline for the sale being proposed by the Debtors by separate motion: - Proposed hearing on Bid Procedures April 19, 2017 - Advertisements to begin April 28, 2017 - Notice of Executory contracts May 1, 2017 - Bid Deadline May 31, 2017 - File Notice of Qualified Bidders June 1, 2017 - Assignment/Cure Objection Deadline May 31, 2017 - Deadline to Object to sale and Designation of Qualification May 31, 2017 - Proposed Auction and Sale Hearing June 2, 2017 (at least 30 days after approval of Bid Procedures) - Notice of Accepted Service Contracts June 1, 2017 (five days prior to Closing) - Closing June 8, 2017 (or 3rd day after resolution of conditions precedent) - Proration Notification June 7, 2017 - Date by which closing must occur June 8, 2017 - Deadline for 30 day closing ext. June 7, 2017 VB Funding's obligation to provide the Interim DIP Loan and VB Funding's consent to the use of the cash collateral will terminate upon the earlier of: (a) closing of a Section 363 sale of substantially all of the Debtors' assets; (b) failure to adhere to the Approved Budget, (c) failure to timely provide any of the Reconciliation Reports, when due, (d) failure to request the Sale Timeline, or (e) June 15, 2017. The Preliminary Hearing is continued to April 28, 2017 at 11:00 a.m. A full-text copy of the Interim Order, dated April 21, 2017, is available at https://is.gd/rPool2 About Grand Card and Grandparents.com The Grand Card -- http://www.grand-card.com/-- is a universal cash rebate and discount rogram delivering rebates and savings to cardholders on pharmaceuticals and consumer products and services. This patent pending card consolidates all rebates and savings offers onto one debit card. Cardholders activate rebates and discounts automatically when buying specific products. Cash back rebates loaded to the card can then be used for any purchase wherever MasterCard is accepted in the United States. Grand Card LLC is an alliance between Grandparents.com and OPUS Health, a division of IMS Health Inc., a global technology company. New York-based Grandparents.com, Inc., together with its consolidated subsidiaries, is a family-oriented social media company that through its Web site, http://www.grandparents.com/, serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Granparents.com, Inc. and Grand Cards LLC filed separate Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The cases are assigned to Judge Laurel M Isicoff. The Debtors are represented by Steven R. Wirth, Esq. and Eyal Berger, Esq., at Akerman LLP. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Grand Card LLC $361,913 $11.26M Grandparents.com $673,568 $13.69M GREAT BASIN: Amends 2017 Exchange Agreements -------------------------------------------- On April 7, 2017, Great Basin Scientific, Inc., entered into Exchange Agreements, each by and between the Company and a holder of senior secured convertible notes, dated July 1, 2016 and/or Series F Convertible Preferred Stock, $0.001 par value and/or warrants to purchase, in the aggregate, approximately 1,200 shares of our common stock, as described in the Current Report on Form 8-K, dated April 10, 2017. On April 17, 2017, the Company amended the 2017 Exchange Agreements, pursuant to those certain Amendment and Exchange Agreements, each by and between the Company and a holder of senior secured convertible notes, dated July 1, 2016, 2017 Series B Senior Secured Convertible Notes and/or Series F Convertible Preferred Stock, $0.001 par value and/or warrants to purchase, in the aggregate, approximately 1,200 shares of our common stock to effect several changes: On April 17, 2017, the Company exchanged (i) $20,320,613 in aggregate principal amount of Existing Notes for an equal aggregate principal amount of new 2017 Series A Senior Secured Convertible Notes and (ii) 4,974 shares of its Existing Preferred Stock, with an aggregate stated value of $4,974,000 for a new 2017 Series A Senior Secured Convertible Note with an aggregate principal amount equal to the stated value of the Existing Preferred Stock exchanged. The principal changes to the New Series A Notes are: a. The New Series A Notes have a fixed conversion price of $3.00. b. The New Series A Notes are not convertible until October 17 2017, the six month anniversary of the exchange date. c. The New Series A Notes have no conversion price resets, conversion price economic adjustments, Adjustment Exchange or mandatory conversion provisions. d. The 110% redemption premium for option redemption of the New Series A Notes has been reduced to 100%. e. The maturity date of the New Series A Notes was extended to April 17, 2020. f. The New Series A Notes are only being issued in one form. On April 17, 2017, the Company (i) exchanged $6.2 million in aggregate principal amount of Existing Series B Notes for an equal aggregate principal amount of new 2017 Series B Senior Secured Convertible Notes and (ii) $10 million in aggregate principal amount of Series B Notes was cancelled in exchange for the return of $10 million of restricted cash to the holder thereof. The principal changes to the New Series B Notes are: a. Only $6.2 million in aggregate principal of New Series B Notes remains outstanding. b. The New Series B Notes have a fixed conversion price of $3.00. c. The New Series B Notes are not convertible at the option of the holder thereof until October 17, 2017, the six month anniversary of the exchange date. d. The New Series B Notes have no conversion price resets or conversion price economic adjustments. e. The maturity date of the New Series B Notes was extended to April 17, 2020. f. The 110% redemption premium for option redemption of the New Series A Notes has been reduced to 100%. g. The New Series B Notes may be mandatorily converted into shares of our common stock at any time at our sole option, subject to the satisfaction of customary equity conditions, at the Mandatory Conversion Price then in effect. h. All proceeds of any Mandatory Conversion of New Series B Notes will be kept by the Company (the holder's right to have a portion of its notes redeemed with some of the proceeds has been eliminated). On April 17, 2017 all of the Existing Warrants have been cancelled for no additional consideration. As long as any Series A Notes or Series B Notes remains outstanding, the Company agreed not to consummate any variable rate transaction. A full-text copy of the Form 8-K is available for free at https://is.gd/jSJAdO About Great Basin Great Basin Scientific Inc. is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin Scientific reported a net loss of $89.14 million on $3.04 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $57.89 million on $2.14 million of revenues for the year ended Dec. 31, 2015. The Company's independent accountants BDO USA, LLP, in Salt Lake City, Utah, have expressed "substantial doubt" about the Company's ability to continue as a going concern noting that the Company has incurred substantial losses from operations, has negative operating cash flows and has a net capital deficiency. As of Dec. 31, 2016, Great Basin had $73.39 million in total assets, $129.38 million in total liabilities and a total stockholders' deficit of $55.98 million. GREAT BASIN: Has 1.8M Outstanding Common Shares as of April 21 -------------------------------------------------------------- On April 17 through April 21, 2017, certain holders of 2017 Series B Senior Secured Convertible Notes dated April 17, 2017, were issued shares of Great Basin Scientific, Inc. common stock, par value $0.0001 per share, pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended, in connection with mandatory conversions at the election of the Company pursuant to the terms of the Series B Notes. In connection with the conversions, the Company issued 246,600 shares of Common Stock. As per the terms of the Series B Notes, the Conversion Shares immediately reduced the principal amount outstanding of the Series B Notes by $334,860 based upon a conversion price between $1.08 and $1.44 per share. The issuance of the Conversion Shares pursuant to the conversion of the Series B Notes is exempt from registration under the Securities Act pursuant to the provisions of Section 3(a)(9) thereof as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. As of April 21, 2017, a total principal amount of $0.3 million of the Series B Notes has been converted into shares of Common Stock and released to the Company from its restricted cash accounts. Approximately $2.9 million in Series B Note principal remains available for conversion at the Company's sole discretion pursuant to the terms of the Series B Notes. As of April 21, 2017, there are 1,816,268 shares of Common Stock issued and outstanding. About Great Basin Great Basin Scientific Inc. is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin Scientific reported a net loss of $89.14 million on $3.04 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $57.89 million on $2.14 million of revenues for the year ended Dec. 31, 2015. The Company's independent accountants BDO USA, LLP, in Salt Lake City, Utah, have expressed "substantial doubt" about the Company's ability to continue as a going concern noting that the Company has incurred substantial losses from operations, has negative operating cash flows and has a net capital deficiency. As of Dec. 31, 2016, Great Basin had $73.39 million in total assets, $129.38 million in total liabilities and a total stockholders' deficit of $55.98 million. GREEN FUEL: Unsecured to be Paid in Full at 3.5% in 60 Months ------------------------------------------------------------- Unsecured creditors of Green Fuel Technologies will receive full payment of their claims under the company's proposed plan to exit Chapter 11 protection. The restructuring plan proposes to pay Class 6 unsecured claims in full with interest at the rate of 3.5% per annum. The company will make monthly payments on a pro rata basis over 60 months. Starting on the effective date of the plan, Green Fuel will begin making interest-only payments to unsecured creditors for 12 months in the amount of $2,249.12 per month. Beginning on the 13th month of the plan, the company will pay the principal, plus interest, in the amount of $17,068.38 per month for 48 months. Unsecured creditors assert a total of $771,127.35 in claims. The plan will be funded by the future operation of the company and from its excess monthly income. John Casey, managing member, and Kelly Casey will contribute additional funds, if necessary, to cover any shortfalls in the plan payments, according to the company's disclosure statement filed on April 11 with the U.S. Bankruptcy Court in Arizona. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/GreenFuel_DS041117.pdf About Green Fuel Technologies Based in Phoenix, Arizona, Green Fuel Technologies was established as an alternative energy company in 1999. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-00594) on Jan. 20, 2017. The petition was signed by John Casey, managing member. The case is assigned to Judge Brenda Moody Whinery. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Pernell W. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as bankruptcy counsel to the Debtor. GREYSTONE LOGISTICS: Reports Third Quarter Results of Operations ---------------------------------------------------------------- On April 17, 2017, Greystone Logistics, Inc. issued a press release regarding results of operations for Greystone Logistics, Inc., for the three-month and nine-month periods ended Feb. 28, 2017. Tulsa-based Greystone Logistics reported sales for the three months ended Feb. 28, 2017 totaled $8,693,851 compared to $5,280,480 for the prior period for an increase of $3,413,371, or 65%. Sales for the nine months ended Feb. 28, 2017 were $25,759,823 compared to $15,270,671 for the prior period for an increase of $10,489,152, or 69%. There continues to be a backlog of sales for a broad range of the company's products. Greystone recorded net income attributable to common stockholders (after preferred dividends and income attributable to variable interest entities) for the three months ended February 28, 2017 of $773,667, or $0.03 per share, compared to a net loss attributable to common stockholders of $(200,528), or $(0.01) per share, for the prior period. For the nine months ended February 28, 2017, Greystone recorded net income attributable to common stockholders (after preferred dividends and income attributable to variable interest entities) of $697,337, or $0.02 per share, compared to a prior period net loss attributable to common stockholders of $(314,263), or $(0.01) per share. EBITDA was $2,476,394 for the quarter ended February 28, 2017 and $4,480,780 for the nine months ended February 28, 2017. "I am pleased to report that the implementation of previous discussed operating efficiencies, cost containment strategies and extra production capacity produced significantly improved gross profit margins on record sales for Greystone's third quarter," stated CEO Warren Kruger. Kruger continued, "The increased production throughput helped lower fixed costs allocation per pallet produced thus driving increased margins on greater sales volume. The fourth quarter of our corporate year has historically been strong and with our backlog I look for that trend to hold. We will continue to invest in equipment and facilities to drive growth and shareholder value." A full-text copy of the Form 8-K is available for free at: https://is.gd/rVjwWM About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. Greystone reported net income attributable to common stockholders of $271,726 on $26.34 million of sales for the year ended May 31, 2016, compared to net income attributable to common stockholders of $57,565 on $22.3 million of sales for the year ended May 31, 2015. GRIFFIN SIGNS: Hearing on Disclosures Approval Set for May 18 ------------------------------------------------------------- The Hon. Jerrold N. Poslusny Jr. of the U.S. Bankruptcy Court for the District of New Jersey will hold on May 18, 2017, at 10:00 a.m., a hearing to consider the adequacy of Griffin Signs, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Objections to the adequacy of the Disclosure Statement must be filed no later than 14 days prior to the hearing. About Griffin Signs Headquartered in Cinnaminson, New Jersey, Griffin Signs, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 15-29780) on Oct. 21, 2015, estimating its assets and liabilities at between $1 million and $10 million. Judge Jerrold N. Poslusny Jr. presides over the case. John E. Kaskey, Esq., at Braverman Kaskey P.C. serves as the Debtor's bankruptcy counsel. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. HALT MEDICAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on April 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Halt Medical, Inc. About Halt Medical Inc. Halt Medical, Inc. sought bankruptcy protection (Bankr. D. Del., Case No. 17-10810) on April 12, 2017. Kimberly Bridges-Rodriguez, president and CEO, signed the petition. Judge Laurie S. Silverstein presides over the case. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Drinker Biddle & Reath LLP represents the Debtor. Donlin, Recano & Company, Inc. serves as claims and noticing agent. HAPPY JACK'S: Unsecureds to Get $50,000 Per Year in 2025 & 2026 --------------------------------------------------------------- Happy Jack's Petroleum, Inc., filed with the U.S. Bankruptcy Court for the District of Nebraska a disclosure statement dated April 17, 2017, referring to the Debtor's plan of reorganization. In the final two years of the Plan -- 2025 and 2026 -- the Debtor will make annual payments of $50,000 to the Class Eight unsecured creditors who are no longer doing business with the Debtor. The claims of general unsecured creditors consist primarily of the unsecured claims of trade creditors. The Debtor estimates that the claims will, upon final allowance and determination, total approximately $1.7 million, but that estimate is subject to change and should not be considered binding on the Debtor. As part of its reorganization, the Debtor intends to enter into a written lease with a company known as Integrated Business Works to lease the land upon which the Debtor's "C" store sits. Integrated Business Works is owned by Vicki Hill, a 40% shareholder of the Debtor. The Debtor also leases trucks from Jack Hill. Pursuant to the Plan, the Debtor intends o enter into a written lease and purchase of those trucks from Jack Hill. One of the Debtor's equity interest holders, Wade B. Hill, is a lessor under a lease with NKC Railnet. The Debtor intends to take over obligations for the lease. A number of assumptions are made by the Debtor in its ability to craft a workable Plan. The first assumption by the Debtor is that hte commodities market will remain stable and the Debtor will be able to buy and sell fuel at a reasonable price without a sharp uptick in the market. The second assumption is that the Debtor will be able to actually procure fuel or obtain funds to satisfy its obligations in any given year of the Plan. The Debtor has discussed re-amortizing its mortgage note with its principal secured creditor to reduce yearly payments by approximately $12,000. The Debtor has also discussed with its secured creditor the possibility of lowering the interest rate on its operating note. The Disclosure Statement is available at: http://bankrupt.com/misc/neb16-41395-75.pdf About Happy Jack's Petroleum, Inc. Happy Jack's Petroleum, Inc. dba Happy Jack's, dba Happy Jack's C Store, dba Happy Jack's Travel Stop, based in Brule, Nebraska, is a family owned and operated company that owns and maintains a convenience store and bulk fuel hauling. The Debtor filed a Chapter 11 petition (Bankr. D. Neb. Case No. 16-41395) on Sept. 16, 2016. The petition was signed by Wade Hill, vice president. Judge Thomas L. Saladino presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., of Gross & Welch, P.C., L.L.O., serve as the Debtor's bankruptcy counsels. The Debtor employs McPherron, Skiles & Loop, CPAs, P.C., as accountants. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/neb16-41395.pdf No committee of unsecured creditors has been appointed in the case. HARRINGTON & KING: Unsecureds to Get 25% in 5 Years --------------------------------------------------- Unsecured creditors of The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. may get as much as 25% of their claims in five years, according to the companies' proposed Chapter 11 plan of reorganization. Under the plan, the companies will contribute annual cash flow to an escrow account to be established for creditors holding Class 3 unsecured claims, each of whom will receive a pro rata share of the funds. Unsecured creditors could recover as much as $25% of the amount owed to them by 2022 assuming total contributions of approximately $2 million. The companies estimate that the total amount of unsecured claims will be approximately $7.7 million. Most of the unsecured claims are comprised of those asserted by Pension Benefit Guaranty Corp., trade creditors, Judith Lovaas who is owed $638,000, and employees of H&K Chicago who have claims for unpaid medical bills. Meanwhile, the companies will sell their property located at 5658 Fillmore Avenue, Chicago, Illinois, after confirmation of the plan, and will use the net proceeds to pay Inland Bank on account of its Class 1 secured claim. Under the plan, all secured claims will be paid in full over five years, according to the companies' disclosure statement filed on April 11 with the U.S. Bankruptcy Court for the Northern District of Illinois. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/Harrington&King_DS041117.pdf About The Harrington & King Perforating The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. manufacture perforating metal sheets and rolled coils of varying gauges and types to produce hole patterns of various sizes, shapes, and spacing. Most of the work is done to customer specifications and consists of high value-added jobs, not typical of most metal punching. The products are used in automotive, acoustics, architecture, food and pharmaceutical straining and filtering, interior design, manufacturing, safety flooring, pollution control, transportation and mining cleaning and grading, electronics and other fields. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 16-15650) on May 7, 2016. The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer. The cases are jointly administered under Case No. 16-15650. The Debtors estimated assets and liabilities in the range of $1 million to $10 million. The cases are assigned to Judge Deborah L. Thorne. The Debtors hired William J. Factor, Esq., at The Law Office of William J. Factor, Ltd., as bankruptcy counsel. The Debtors tapped Patricia A. Shlonsky, Esq., and Ulmer & Berne LLP as special counsel; Miles P. Cahill, Esq. at Spiegel & Cahill, P.C. as special workers' compensation counsel; Vito Mitria and the Beacon Management Advisors LLC as financial advisor; and Larry Goldwasser and Cushman & Wakefield of Illinois, Inc. as real estate broker. The official committee of unsecured creditors retained Thomas R. Fawkes, Esq. and Brian J. Jackiw, Esq. of Goldstein & McClintock LLLP as its legal counsel. The committee also hired John B. Pidcock and Conway MacKenzie, Inc. as its financial advisor. HIDALGO INDUSTRIAL: Allowed to Use Cash Collateral Until May 3 -------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas entered a Third Interim Order authorizing Hidalgo Industrial Services, Inc., to use cash collateral April 19, 2017 through May 3, 2017. The Debtor is authorized to use cash collateral in accordance with the Budget, which reflects total cash disbursements amounting to $208,460. All other terms and provisions of the First Interim Order and Second Interim Order, including the grant of automatically perfected replacement liens to the Internal Revenue Service and Frost Bank to compensate for any diminution in the IRS's or Frost Bank's interest in the Cash Collateral will remain in full force and effect. The objection filed by BOKF, NA d/b/a Bank of Texas has been overruled, without prejudice. The final hearing to consider the Debtor's use of cash collateral will be held on May 3, 2017 at 2:30 p.m. A full-text copy of the Third Interim Order, dated April 19, 2017, is available at https://is.gd/qJQUTI About Hidalgo Industrial Services Hidalgo Industrial Services, Inc., is a Texas corporation originally incorporated in 1992. Hidalgo offers a full line of construction services such as general construction, mechanical/HVAC, plumbing, process & utility piping, industrial ventilation, excavation, concrete: foundations and site paving, interior finish, structural steel erection. Hidalgo Industrial Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-40735) on Feb. 26, 2017. D. W. Johnson, CFO, signed the petition. At the time of filing, the Debtor had both assets and liabilities estimated to be between $10 million to $50 million. The case is assigned to Judge Mark X. Mullin. Jeff P. Prostok, Esq., and Clarke V. Rogers, Esq., at Forshey & Prostok LLP, is serving as counsel to the Debtor. Paul Johnson, Esq., at Pope Hardwicke, Christie, Schell, Kelly & Taplett LLC, was tapped by the Debtor as special counsel, to represent the Debtor in 10 separate lawsuits, most of which were filed in district courts in Tarrant County, Texas. Robert Lynn Company was also tapped as real estate broker. No creditors' committee has been appointed in the Debtor's case by the U.S. Trustee. Further, no trustee or examiner has been requested or appointed in the Debtor's case. HOOPER HOLMES: John Pappajohn Owns 14.8% Stake as of April 6 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, John Pappajohn disclosed that as of April 6, 2017, he beneficially owns 1,750,930 shares of common stock of Hooper Holmes, Inc., representing 14.81 percent of the shares outstanding. These shares were acquired by Mr. Pappajohn beginning on Sept. 2, 2016, and up through April 6, 2017. The amount excludes shares issuable upon exercise of warrants held by Mr. Pappajohn, which are not exercisable until Sept. 3, 2017. The percentage calculation is based on 11,816,025 shares of common stock outstanding as of March 8, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/lPYhyn About Hooper Holmes Hooper Holmes, Inc., provides health risk assessment services and wellness as well as health improvement services with its acquisition of Accountable Health Solutions, Inc. (AHS). The Olathe, Kansas-based Company provides these services to individuals as part of health and wellness programs offered through corporate and government employers, and to clinical research organizations. Hooper Holmes reported a net loss of $10.32 million on $34.27 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.87 million on $32.11 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Hooper Holmes had $14.25 million in total assets, $17.11 million in total liabilities, and a total stockholders' deficit of $2.86 million. KPMG LLP, in Kansas City, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company's ability to continue as a going concern. I.O. METRO: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: I.O. Metro, LLC d/b/a Erdos at Home 2250 Elm Street, #200 Dallas, TX 75226 Case No.: 17-31607 Nature of Business: A household furniture retailer Chapter 11 Petition Date: April 21, 2017 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: John C. Leininger, Esq. SHAPIRO BIEGING BARBER OTTESON LLP 5400 LBJ Freeway, Suite 930 Dallas, TX 75240 Tel: (214) 377-0146 E-mail: jcl@sbbolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Gregg Stewart, CRO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb17-31607.pdf IHEARTCOMMUNICATIONS INC: Supplements Offering Circular ------------------------------------------------------- In anticipation of the scheduled expiration of the offers by iHeartCommunications, Inc., iHeartMedia, Inc., CC Outdoor Holdings, Inc. and Broader Media, LLC that commenced on March 15, 2017, to exchange iHeartCommunications' outstanding series of Priority Guarantee Notes and Senior Notes due 2021 and to amend iHeartCommunications' outstanding term loans D and E, on April 20, 2017, the Issuers delivered supplements to the offering circular and consent solicitation statement to holders of Existing Notes and to the term loan confidential information memorandum to eligible lenders of Existing Term Loans. Excerpts from the supplement, dated April 20, 2017, to the amended and restated offering circular and consent solicitation statement, dated April 14, 2017, are available for free at: https://is.gd/vM6HUQ Preliminary Financial Results of iHeartMedia for the Three Months Ended March 31, 2017 Consolidated revenue decreased $32.5 million, or 2.4%, during the first quarter of 2017 as compared to the first quarter of 2016. Revenue growth from the Company's iHM business was offset by lower revenue generated by its Americas and International outdoor businesses as a result of the sales of certain U.S. outdoor markets and international businesses. Consolidated revenue increased $20.9 million, or 1.6%, after adjusting for a $12.8 million impact from movements in foreign exchange rates and the $40.6 million impact from the sale of outdoor markets and businesses. Consolidated direct operating and SG&A expenses increased $29.6 million, or 3.0%, during the first quarter of 2017 as compared to the first quarter of 2016. Consolidated direct operating and SG&A expenses increased $73.6 million, or 7.7%, in the first quarter after adjusting for an $11.7 million impact of movements in foreign exchange rates and the $32.2 million impact from the sale of the outdoor markets and businesses. Consolidated operating income decreased $306.7 million, or 72.9%, during the first quarter of 2017 as compared to the first quarter of 2016, primarily due to the net gain of $278.3 million on the sale of non-strategic Americas outdoor markets in the first quarter of 2016 compared to the $28.6 million net gain on the sale of our Americas outdoor Indianapolis market in the first quarter of 2017. Consolidated OIBDAN decreased 21.3% to $232.1 million during the first quarter of 2017 as compared to the first quarter of 2016. After adjusting for the movements in foreign exchange rates and the impact of the sale of outdoor markets and businesses, the Company's OIBDAN decreased 19.0% in the first quarter of 2017 as compared to the first quarter of 2016. iHeartMedia Liquidity and Financial Position As of March 31, 2017, the Company had $365.0 million of cash on its balance sheet, including $200.6 million of cash held by its subsidiary, CCOH. As of March 31, 2017, the Company had borrowed $305.0 million and had $38.3 million of outstanding letters of credit under iHeartCommunications' receivables-based credit facility. As of March 31, 2017, this facility had a borrowing base of $421.2 million, resulting in $77.9 million of excess availability. However, any incremental borrowing under iHeartCommunciations' receivables-based credit facility may be further limited by the terms contained in iHeartCommunications’ material financing agreements. For the year ended Dec. 31, 2016, the Company adopted a new accounting standard that requires it to evaluate on a quarterly basis whether there is substantial doubt about its ability to continue as a going concern for a period of 12 months following the date its financial statements are issued. A substantial amount of its cash requirements are for debt service obligations. Although the Company has generated operating income, it incurred net losses and had negative cash flows from operations for the years ended Dec. 31, 2016, and 2015, as well as for the quarter ended March 31, 2017. Its current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities given iHeartCommunications' indebtedness and related interest expense. During the quarter ended March 31, 2017, the Company spent $570.4 million of cash on payments of principal and interest on our debt, net of facility draws and proceeds received, and anticipate having approximately $1.7 billion of cash interest payment obligations for the full year 2017. At March 31, 2017, the Company had debt maturities totaling $316.5 million, $324.2 and $8,369.0 million in 2017, 2018 and 2019, respectively. The Company's debt maturities at March 31, 2017, include $305.0 million outstanding under its receivables based credit facility, which matures on Dec. 24, 2017, and $112.1 million of 10% Senior Notes due Jan. 15, 2018. Based on the significance of the forecasted future negative cash flows, including the maturities of the $305.0 million receivables based credit facility and the $112.1 million 10% Senior Notes due January 15, 2018, and the uncertainty of the outcomes of the Exchange Offers and Term Loan Offers, management anticipates that our financial statements to be issued for the three months ended March 31, 2017, will include disclosure indicating there will be substantial doubt as to our ability to continue as a going concern for a period of 12 months following the date the first quarter 2017 financial statements are issued as a result of uncertainty around its ability to refinance or extend the maturity of our receivables based credit facility, to achieve its forecasted results, and to achieve sufficient cash interest savings from the pending Exchange Offers and Term Loan Offers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IHeartcommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had $12.86 billion in total assets, $23.74 billion in total liabilities and a total shareholders' deficit of $10.88 billion. * * * iHeartCommunications carries a 'Caa2' Corp. corporate family rating from Moody's Investors Service. As reported by the TCR on Dec. 15, 2016, Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. According to the report, the downgrade reflects the increasing likelihood that iHeart will look to restructure its debt within a year or two. The TCR reported on March 17, 2017, that S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." IMAGEWARE SYSTEMS: Amends Form 10-K to Add Disclosures ------------------------------------------------------ Imageware Systems, Inc. filed an amendment no. 1 on Form 10-K/A to its annual report for the year ended Dec. 31, 2016, originally filed with the Securities and Exchange Commission on March 31, 2017. The sole purpose of the Amendment is to include information previously omitted from Items 10, 11, 12, 13, and 14 of Part III of the Original Filing, in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after fiscal year end. Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services A full-text copy of the Form 10-K/A is available for free at: https://is.gd/x5r9JG About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems reported a net loss of $10.87 million on $3.81 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Imageware had $5.68 million in total assets, $6.94 million in total liabilities and a total shareholders' deficit of $1.26 million. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring operating losses and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMH FINANCIAL: JPMorgan Holds 25.77% Equity Stake as of April 11 ---------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, JPMorgan Chase & Co. and JPMorgan Chase Funding Inc. disclosed that as of April 11, 2017, they beneficially own 5,595,148 shares of common stock, par value $0.01 per share, of IMH Financial Corporation representing 25.77 percent of the shares outstanding. The amount beneficially owned by the reporting persons consists of shares of the Company's common stock issuable upon conversion of 5,595,148 shares of Series B-2 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc. The percentage reflected is based on 21,709,524 outstanding common shares (including Issuer's Class B1, Class B2, Class B3, Class B4 and Class C common shares and assuming conversion of the Series B-2 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc.) reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on April 14, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/lWDWKb About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss attributable to common shareholders of $12.25 million on $33.68 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $18.90 million on $32.49 million of total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, IMH Financial had $146.3 million in total assets, $77.44 million in total liabilities, $32.14 million in redeemable convertible preferred stock and total stockholders' equity of $36.67 million. INTEGRATED STRUCTURES: Settles Carpenters' Claim for $355K ---------------------------------------------------------- Integrated Structures Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York its latest disclosure statement, which explains its proposed plan to exit Chapter 11 protection. In the latest filing, the company disclosed the agreement it made with NYC District Council of Carpenters Benefit Funds to resolve their dispute over alleged non-payment of benefits to the fund. Under the deal, the claim of Carpenters will be allowed in the amount of $355,000. In return, Carpenters will drop its objection to the disclosure statement, and will support court approval of Integrated Structures' restructuring plan. If the court approves the settlement, Integrated Structures' bankruptcy case will also be settled and discontinued, according to its latest disclosure statement. The company also disclosed in the document that the estimated amount of Class 3 general unsecured claims entitled to receive disbursement under the plan has been increased from $1 million to $1.35 million. A copy of the second amended disclosure statement dated April 4 is available for free at: https://is.gd/6NoPIe Integrated Structures is represented by: Gabriel Del Virginia, Esq. 30 Wall Street, 12th Floor New York, NY 10005 Tel: (212) 371-5478 Fax: (212) 371-0160 Email: gabriel.delvirginia@verizon.net About Integrated Structures Corp. Integrated Structures Corp. is a heavy construction contractor. It provides services as a general contractor in the structural steel and masonry and stone areas, and as a subcontractor on major construction projects in the Metropolitan New York City area. Integrated Structures Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-75420) on December 16, 2015. The petition was signed by Francis Lee, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. On July 31, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay unsecured creditors 40% of their claims in 60 months. INTERLEUKIN GENETICS: Reports $7.4 Million Net Loss for 2016 ------------------------------------------------------------ Interleukin Genetics, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $7.4 million on $2.5 million total revenue for the year ended Dec. 31, 2016, following a net loss of $7.89 million on $1.44 million of total revenue in 2015, and a net loss of $6.33 million on $1.81 million of total revenue in 2014. The Company has experienced net operating losses since its inception through Dec. 31, 2016. The Company had net losses of $7.4 million and $7.9 million for the years ended Dec. 31, 2016 and 2015, respectively, contributing to an accumulated deficit of $136.4 million as of Dec. 31, 2016. In addition, the Company's current liabilities exceed its current assets as of Dec. 31, 2016, and the Company has primarily relied on external financing to fund its operations. As of Dec. 31, 2016, Interleukin Genetics had $3.8 million in total assets, $6.7 million in total liabilities, and a $2.8 million total stockholders' deficit. As of March 31, 2017, the Company has cash of approximately $791,000, and has no access to credit. The Company has accounts payable and accrued expenses of $1.1 million, and owes $3.6 million in principal payments to Horizon. The Company estimates that $5.5 million in additional capital would be required to maintain the Company's operations for one year from March 31, 2017. Grant Thornton LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. It said, "The Company has incurred recurring losses and negative cash flows from operations and as of December 31, 2016 the Company's current liabilities exceeded its current assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-K is available for free at https://is.gd/N6Mwtl About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. IREP MONTGOMERY-MRF: Plan Exclusivity Period Extended to July 31 ---------------------------------------------------------------- Judge Dwight H. Williams, Jr. of the U.S. Bankruptcy Court for the Middle District of Alabama has extended the time period during which only IREP Montgomery-MRF LLC may file a chapter 11 plan through July 31, 2017. In an Extension Motion dated April 10, 2017, the Debtor sought a 90-day extension of its exclusive plan filing period. The Debtor owns a mixed materials recovery facility, which, prior to its closure, was processing the municipal solid waste for the City of Montgomery and the Municipal Solid Waste Disposal Authority. The Debtor related that prior to filing the case, it negotiated an asset purchase agreement with the City and the Authority. The Debtor intends to sell its assets under Section 363 of the Bankruptcy Code utilizing the City and the Authority as a "stalking horse bidder" under the APA. Before the Petition Date, about 20 different companies had expressed an interest in operating or purchasing the Facility. Given this scenario, the parties envisioned that the Sec. 363 motion would be filed fairly quickly after the commencement of the case and the Debtor would be able to assess fairly quickly whether a plan might be beneficial. Since the filing, the Tien Trust has taken an active role in the case in hopes of generating further interest in the Facility. The Tien Trust has hired a consulting firm to examine the Facility, and to try and generate further interest. Representatives of the Debtor and the City have met with representatives of the Tien Trust and are engaged in discovery. The Debtor has appeared for a Rule 2004 examination as has one representative of the City. Further depositions are contemplated. While the hearing on the 363 Motion is presently scheduled for May 9, 2017, the City and the Tien Trust have filed a motion to continue that hearing. For these reasons, the Debtor maintained that its exclusivity extension request is warranted. About IREP Montgomery-MRF Based in Montgomery, Alabama, IREP Montgomery-MRF, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 16-32279) on August 20, 2016. The petition was signed by Kyle Mowitz, manager. The case is assigned to Judge Dwight H. Williams Jr. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. The Debtor is represented by Clyde Ellis Brazeal, III, Esq., at Jones Walker LLP. ISAACSON IMPLEMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Isaacson Implement Company, Inc. as of April 21, according to a court docket. About Isaacson Implement Company Based in Nerstrand, Minnesota, Isaacson Implement Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30382) on Feb. 10, 2017. The petition was signed by David Isaacson, president. The case is assigned to Judge William J Fisher. At the time of the filing, the Debtor disclosed $5.92 million in assets and $1.84 million in liabilities. Mark J. Kalla, Esq., at Lapp, Libra, Thomson, Stoebner & Pusch, Chartered, is serving as bankruptcy counsel to the Debtor. Judd, Ostermann & Demro, Ltd., has been tapped as accountant, and Rich Advice, LLC, as consultant. JPS COMPLETION: Sale of Midland Property to Cooper for $100K Okayed ------------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized JPS Completion Fluids, Inc.'s sale of real property located at 1904 Cotton Flat Rd., Midland, Texas, to Cooper Construction Co., Inc., for $100,000. The sale is free and clear of all liens, claims, encumbrances and interests. All of Seller's reasonable costs of sale are approved for payment at closing from proceeds of the sale, including but not limited to escrow fees, broker’s commissions, tax pro rations, title policy, and other closing costs. Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry and the 14-day stays under such rule is waived. About JPS Completion Fluids JPS Completion Fluids, Inc., a domestic corporation with principal place of business in Mathis, San Patricio County, Texas, provided chemicals and other completion fluids for the oil and gas industry. JPS sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-51110) on May 11, 2016. The petition was signed by Sergio Garza, vice president. Judge Craig A. Gargotta is assigned to the case. The Debtor estimated assets and liabilities of $1 million to $10 million. Nathaniel Peter Holzer, Esq., at the Jordan Hyden Womble Culbreth & Holzer PC, serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the case. JTRL LLC: Seeks to Hire Calaiaro Valencik as Legal Counsel ---------------------------------------------------------- JTRL, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Calaiaro Valencik to give legal advice regarding its rights and obligations during its reorganization, prepare a bankruptcy plan, give advice regarding possible preference actions, and provide other legal services. The hourly rates charged by the firm are: Donald Calaiaro $350 David Valencik $300 Staff Attorney $250 Paralegal $100 There was no retainer paid at the commencement of the case. The Debtor will pay monthly until a retainer of $7,500 is deposited in escrow. Donald Calaiaro, Esq., the attorney designated to represent the Debtor, does not represent any interest adverse to its bankruptcy estate, according to court filings. Calaiaro Valencik can be reached through: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. Calaiaro Valencik 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Phone: (412) 232-0930 Email: dcalaiaro@c-vlaw.com Email: dvalencik@c-vlaw.com About JTRL LLC JTRL, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. The petition was signed by Joanne Teti, sole member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. KEMET CORP: Completes Acquisition of NEC Tokin ---------------------------------------------- KEMET Corporation disclosed it has completed the acquisition, through its wholly owned subsidiary, KEMET Electronics Corporation, of NEC TOKIN Corporation. The acquisition of NEC TOKIN was completed pursuant to the previously announced Feb. 23, 2017, Definitive NEC TOKIN Stock Purchase Agreement between KEC and NEC Corporation. Pursuant to the Agreement, KEC paid NEC JPY 16.2 billion, or approximately $149.2 million, for all of the outstanding shares of NEC TOKIN it does not already own. The purchase price was comprised of JPY 6.0 billion (approximately $55.3 million) plus one-half of an amount determined to be the excess net cash proceeds from the announced sale of NEC TOKIN's electro-mechanical devices business, after the repayment of outstanding indebtedness of NEC TOKIN and after the payment of taxes, fees and expenses relating to the sale of the EMD business. The excess cash calculation is subject to working capital adjustments pursuant to a master sale and purchase agreement for the EMD business. Effective as of April 19, NEC TOKIN has changed its name to TOKIN Corporation. "We look forward to shaping our future together with TOKIN," stated Per Loof, the Company's chief executive officer. "This begins a new transformative chapter for both KEMET and TOKIN. It is an exciting time for all our stakeholders: customers, investors and, indeed, our employees. We look forward to addressing together the opportunities and challenges of developing and designing the next level of technologies that will enable us to exceed the future demands of our customers driven by the global electronic industry," continued Loof. As previously announced, based on current estimates, after all payments to NEC (and net of taxes, fees and expenses), the acquisition effectively results in a net cash inflow to the Company, on a consolidated basis, of approximately $38.6 million and 100% ownership of the shares of NEC TOKIN. KEMET's consolidated combined cash on the balance sheet (including TOKIN Corporation), post-closing, is approximately $269.1 million. For details of the Agreement, please refer to the Company’s Form 8-K filed on Feb. 23, 2017. About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET reported a net loss of $53.6 million on $735 million of net sales for the fiscal year ended March 31, 2016, compared with a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. As of Dec. 31, 2016, Kemet Corporation had $662.5 million in total assets, $572.1 million in total liabilities and $90.44 million in total stockholders' equity. * * * KEMET carries a 'Caa1' corporate family rating, with stable outlook, from Moody's and a 'B-' issuer credit rating with stable outlook from Standard and Poor's. KENDALL LAKE: Asks Court to Move Plan Filing Deadline to June 22 ---------------------------------------------------------------- Kendall Lake Towers Condominium Association, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive periods for the Debtors to: -- file a plan of reorganization to June 22, 2017, and -- solicit acceptances for the plan to August 21, 2017, without prejudice to the Debtor's right to seek additional extensions of the exclusive periods if necessary. The Court has previously extended the Debtors' exclusivity for 90 days, which would expire on April 23, 2017. The Debtor relates that it has successfully negotiated a settlement with the undisputed claims at a mediation held on December 5, 2016. Accordingly, an amended plan had been filed on January 13, 2017. However, the Court denied the disclosure statement, mainly because of the objections raised by the disputed creditors involving budget and projection issues. Thereafter, the Debtor further relates that it has been actively working on the objections and the counterclaim adversary cases to the claims of Hartog's group of disputed claims, as well as on an improved budget and projections for use in a second amended plan. The Debtor is planning on filing a second amended plan and disclosure statement prior to expiration of the period, but the period to solicit acceptances will expire unless extended. As such, the Debtor requires more time to negotiate with creditors for a consensual plan and disclosure. In addition, the Debtor has complex maintenance and repair issues which must be factored in the plan. About Kendall Lake Towers Kendall Lake Towers Condominium Association, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-12114) on Feb. 16, 2016. The Petition was signed by Frank Landrian, Manager. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, PA. At the time of the filing, the Debtor estimated its assets and debts at $500,001 to $1 million. Guy Gebhardt, acting U.S. trustee for Region 21, on May 3, 2016, appointed three creditors of Kendall Lake Towers Condominium Association, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Lisa M. Castellano, Esq. at Becker & Poliakoff, P.A.; (2) Andres Cuevas of York Miami Holdings, LLC, as Assignee of Cuevas & Associates, PA; and (3) Santiago J. Muinos, Esq. of Muinos & Morales, PL. KIWA BIO-TECH: Swings to $963K Profit in 2016 --------------------------------------------- Kiwa Bio-Tech Products Group Corp filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $963,296 on $9,617,845 revenue for the year ended Dec. 31, 2016, following net losses of $677,358 in 2015 and $707,556 in 2014. Since inception of the Company's ag-biotech business in 2002, it has relied on the proceeds from the sale of equity securities and loans from both unrelated and related parties to provide the resources necessary to fund operations and the execution of business plan. During fiscal 2016 and 2015, the Company raised $1,053,358 and $148,009 in total from stock purchase agreements and related party loans. To some extent, these advances improved our short-term liquidity. However, as of Dec. 31, 2016, the Company's current liabilities substantially exceeded current assets by $5,729,622, reflecting a current ratio of 0.4451, whereas current liabilities exceeded current assets by $11,103.261, reflecting a current ratio of 0.0043 as of Dec. 31, 2015. During the years ended Dec. 31, 2016 and 2015, the Company did not issue any shares resulting from the conversion of principal of the 6% Notes into common stock. The Company still requires additional working capital to accomplish its business objectives and to sustain its operations. Continuously, the Company intends to raise additional capital through the issuance of debt or equity securities to fund the development of its planned business operations, although there can be no assurance that it will be successful in obtaining this financing. DYH & Company issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company's current liabilities substantially exceeded its current assets by $5,729,622 at Dec. 31, 2016. Although the Company reported net income approximately $963,296 for its fiscal year ended Dec. 31, 2016, it had an accumulated deficit of $19,489,400 as of Dec. 31, 2016. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. About Kiwa Bio-Tech Kiwa Bio-Tech Products Group Corporation develops, manufactures, distributes and markets bio-technological products for agriculture. The Company has acquired technologies to produce and market bio-fertilizer. The Company has developed over six bio-fertilizer products with bacillus spp and/or photosynthetic bacteria as its ingredients. The Company's products contain ingredients of both photosynthesis and bacillus bacteria which are protected by patents. LAPS ENTERPRISES: Unsecureds to be Paid in Full from Property Sale ------------------------------------------------------------------ LAPS Enterprises USA, LLC, filed a Chapter 11 plan of reorganization, which proposes to pay unsecured claims in full from the proceeds generated from the sale of its property located in Fort Pierce, Florida. Under the plan, Class 3 general unsecured creditors will be paid $830 upon the sale of the property to the extent they are not yet paid in full from the refinancing provided by Top Dog Consulting LLC. The property is expected to be sold within one year of the effective date of the restructuring plan, which is 15 days after the plan is confirmed by the bankruptcy court. All payments to creditors under the plan will be made monthly. LAPS Enterprises will get the funds to make cash payments from its income from business operations, according to the company's disclosure statement filed on April 4 with the U.S. Bankruptcy Court for the Southern District of Florida. A copy of the disclosure statement is available for free at https://is.gd/wbsBmt About LAPS Enterprises USA LAPS Enterprises USA, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26152) on December 5, 2016. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor is represented by David L. Merrill, Esq., at Merrill PA. No official committee of unsecured creditors has been appointed in the Debtor's case. LAST CALL: Court Extends Plan Filing Deadline to June 6 ------------------------------------------------------- Judge Kevin Gross extended Last Call Guarantor, LLC, et al.'s exclusive plan filing period and exclusive solicitation period through June 6, 2017, and August 7, 2017, respectively. As previously reported by The Troubled Company Reporter, the Debtors said it is premature for them to develop or negotiate an appropriate exit strategy in their cases with the ongoing transitioning of their business to Fun Eats and Drinks, LLC, as purchaser. The Debtors also said they intend to use the requested exclusivity extension to complete the transition of their business to the Purchaser and to consult with the Unsecured Creditors Committee to formulate an appropriate exit strategy in their cases. About Last Call Guarantor, LLC Headquartered in Dallas, Texas, and with operations in 25 states, Last Call Guarantor, LLC, et al., own and operate sports bar and casual family-dining restaurants under three well-recognized concepts, namely Fox & Hound, Bailey's Sports Grille, and Champps. They operate 48 Fox & Hound locations, nine Bailey's locations, and 23 Champps locations. They have franchise agreements with five franchisees for Champps Restaurants. The Company has more than 4,700 full and part-time employees. On Aug. 10, 2016, each of Last Call Guarantor, LLC, Last Call Holding Co. I, Inc., Last Call Operating Co. I, Inc., F&H Restaurants IP, Inc., KS Last Call Inc., Last Call Holding Co. II, Inc., Last Call Operating Co. II, Inc., Champps Restaurants IP, Inc. and MD Last Call Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11844 to 16-11852). The petitions were signed by Roy Messing, the CRO. Last Call Guarantor estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Nancy A. Peterman, Esq., Matthew Hinker, Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP, represent the Debtors as counsel; Epiq Systems, Inc., as claims and noticing agent; Newmark Midwest Region, LLC, dba Newmark Grubb Knight Frank, as real estate consultant; and SSG Advisors, LLC, as investment banker to the Debtors. Judge Kevin Gross is assigned to the cases. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 23, 2016, appointed seven creditors of Last Call Guarantor, LLC, et al., to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP, to serve as counsel. Protiviti Inc. serves as the committee's financial advisor. * * * On September 29, 2016, the Bankruptcy Court approved the sale of substantially all Last Call Guarantor, LLC's assets to Fun Eats and Drinks, LLC for $26.79 million. LILY ROBOTICS: Committee Taps DAK Group as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of Lily Robotics, Inc. seeks approval from the U.S. Bankruptcy Court in Delaware to hire a financial advisor. The committee proposes to hire The DAK Group, Ltd. to provide these services in connection with the Debtor's Chapter 11 case: (a) identify and contact on the committee's behalf potential buyers to effect a sale of all or substantially all of the Debtor's assets; (b) assist in negotiations with potential buyers, evaluate offers made and assist in the structuring of a final agreement; (c) assist the committee in its analysis and monitoring of the Debtor's financial affairs; (d) review the Debtor's proposed financing and budgets, proposed plan and other relief sought by the Debtor; and (e) attend committee meetings, court hearings and auctions. DAK Group's requested compensation will be the lower of (i) its actual hourly rates expended by each professional at their hourly billing rate per month, or (ii) $50,000 per month, plus expenses. Nonworking travel time will be billed at half of the hourly rate. The normal and customary hourly rates charged by the firm are: Senior Managing Director $685 Director $465 Senior Associate $325 Associate $250 In addition, DAK Group will be paid a 5% transaction fee in the event of a sale of the Debtor's assets. Sheon Karol, managing director of DAK Group, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheon Karol The DAK Group, Ltd. 195 Rt. 17 South Rochelle Park, NJ 07662 Phone: 201.712.9555 Email: info@dakgroup.com About Lily Robotics Based in Atherton, California, Lily Robotics, Inc. is the developer of the Lily Camera, 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. Lily Robotics sells its products internationally through its Web site at https://www.lily.camera/ Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets 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 is the Debtor's claims and noticing agent. On March 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its lead counsel, and Richards, Layton & Finger, P.A. as its Delaware and conflicts counsel. No trustee or examiner has been appointed in the case. LIVE OAK HOLDING: Trustee Taps Pacific Commercial as Broker ----------------------------------------------------------- The Chapter 11 trustee for Live Oak Holding, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire a real estate broker. Richard Kipperman, the court-appointed trustee, proposes to hire Pacific Commercial Management, Inc. in connection with the sale of Live Oak Springs Water Company. Pacific Commercial will receive a commission of 10% of the sale price if the buyer is represented by a broker. The commission will be divided equally between the firm and the buyer's broker. If the buyer is not represented by a broker, the firm will receive 8% of the sale price. The commission will be paid from escrow at the closing of the sale. Michael McNally, president of Pacific Commercial, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Michael P. McNally Pacific Commercial Management, Inc. 2725 Congress Street, Suite 1-E San Diego, CA 92110 Phone: (858) 450-6886 Fax: (858) 450-6626 Email: PacComMgt@aol.com The trustee is represented by: Abigail V. O'Brient, Esq. Christopher J. Green, Esq. Mintz Levin Cohn Ferris Glovsky and Popeo P.C. 3580 Carmel Mountain Road, Suite 300 San Diego, CA 92130 Tel: 858-314-1500 Fax: 858-314-1501 Email: avobrient@mintz.com Email: cjgreen@mintz.com About Live Oak Holding Live Oak Holding, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Calif. Case No. 13-11672) on December 3, 2013. The petition was signed by Nazar Najor, member. At the time of the filing, the Debtor estimated assets of less than $1.81 million and liabilities of less than $2.07 million. The case is assigned to Judge Laura S. Taylor. The Debtor hired Ruben F. Arizmendi, Esq., at Arizmendi Law Firm as its legal counsel. The Debtor, at the time of its filing, owned approximately 115.85 acres near Boulevard, California on which it had previously operated various businesses, including a water company, campground, restaurant and bar, off-road vehicle race track and mobile home park. On January 30, 3014, Richard M. Kipperman was appointed as the Chapter 11 trustee. The trustee is represented by Mintz Levin Cohn Ferris Glovsky and Popeo P.C. Lauren Najor was hired as bookkeeper for the Debtor's water company. LOMAX HACKING: Seeks to Hire Grant Company as Accountant -------------------------------------------------------- Lomax Hacking Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an accountant. The company proposes to hire Grant Company, CPA, PC to, among other things, assist in the preparation of tax returns, monthly operating reports and other financial reports required in connection with the Chapter 11 cases of the company and its affiliates. Grant Company will charge an hourly rate of $125 for its services. Gerald Grant, a certified public accountant and owner of Grant Company, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gerald Grant Grant Company, CPA, PC 109-71 Francis Lewis Blvd Queens Village, NY 11429 Phone: (718) 740-7950 Fax: (718) 740-7884 About Lomax Hacking Lomax Hacking Corp. and its affiliates filed for bankruptcy (Bankr. E.D.N.Y. Case No. 15-41787) on April 21, 2015. The Debtors listed $1 million to $10 million in assets and liabilities. The Debtors are represented by Jeremy S. Sussman, Esq., at The Law Office of Jeremy S. Sussman, in New York. On Sept. 30, 2016, the Debtors filed a disclosure statement and joint Chapter 11 plan of reorganization, which is premised on retaining ownership and control of their Medallion, taxicabs and taxicab equipment, and making payments to creditors from revenues of their businesses. LYONDELL CHEMICAL: Blavatnik Claims Over Basell Merger Tossed ------------------------------------------------------------- A Manhattan federal judge on Friday, April 21, 2017, threw out claims seeking more than $3 billion from Len Blavatnik and his holding company, Access Industries and related entities, in the multi-year lawsuit challenging the 2007 merger of Lyondell Chemical Company and Basell Industries. In his 173-page ruling, U.S. Bankruptcy Judge Martin Glenn said, "No amount of mental gymnastics can substantiate a recovery on an intentional fraudulent transfer claim brought against Blavatnik . . ." Judge Glenn validated Mr. Blavatnik's long-held position that the merger created incremental synergistic value and that the combined company's 2009 bankruptcy filing was the product of "unforeseeable" events that included "the tragic collapse of a large crane at the Houston refinery, two hurricanes, and of course, the Great Recession." The court went on to note, "The Trustee's challenge to the projected synergies, quite simply, failed miserably." "It is gratifying that the Court has rejected each and every one of the Trustee's many claims based on the 2007 merger after a thorough review of the facts and the law," said Alejandro Moreno, general counsel of Access Industries. "Even though every other defendant settled, we remained firm in our belief that the claims against Mr. Blavatnik, Access entities, and Access personnel challenging the strategic rationale for and financing of the merger were meritless and based entirely on hindsight. Our position that the decision to acquire Lyondell and merge it with Basell was sound has now been completely vindicated." "While the Court held that an Access entity should partially refund approximately $7 million on account of a commitment fee for an undrawn credit facility, that claim in no way impugns the judgment or integrity of Mr. Blavatnik, Access or LBI's management with respect to the merger or operation of the combined company during the unprecedented challenges faced by the global business during the Great Recession," Mr. Moreno said. Access Industries and Mr. Blavatnik are represented by Richard I. Werder, Jr. and Susheel Kirpalani of Quinn Emanuel Urquhart & Sullivan. About Access Industries Founded in 1986 by Len Blavatnik, an American entrepreneur and philanthropist, Access Industries -- http://www.accessindustries.com-- is a privately-held industrial group with strategic investments in the United States, Europe and South America. With corporate offices in New York, London and Moscow, its holdings include a number of market-leading companies in the Natural Resources and Chemicals, Media and Telecommunications, Technology and E-commerce, and Real Estate sectors. About Lyondell Chemical Rotterdam, Netherlands-based LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MANNINGTON MILLS: S&P Affirms BB- CCR & Revises Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' corporate credit rating on Mannington Mills Inc. At the same time, S&P revised the outlook to stable from negative. Mannington Mills' recent operating performance and credit metrics have improved due to favorable luxury vinyl tile (LVT) plant performance, plant efficiency improvements, and incremental sales, resulting in better profit margins and reduced adjusted debt to EBITDA of 4.2x as of Dec. 31, 2016. S&P also affirmed its 'BB-' issue-level rating on the company's term loan. The recovery rating is unchanged at '3', indicating S&P's expectation for meaningful (50% to 70%, rounded estimate: 65%) recovery in the event of default. "The stable outlook reflects our expectation of moderately improving operating performance in the next 12 months driven by increased sales volumes in the commercial and residential segments and continued efficiency improvements to the Madison LVT plant," said S&P Global Ratings credit analyst Vania Dimova. "We expect the company to operate at adjusted debt to EBITDA of about 4x and funds from operations to debt of about 17% in the next 12 months." S&P would lower the rating if operational or production problems materially affect customer service and fulfillment or weaker-than-expected market conditions affect cash flow generation so that adjusted EBITDA drops below $70 million while keeping adjusted debt relatively stable. This would be consistent with adjusted debt to EBITDA increasing above 5x on sustained basis. S&P would also lower the rating if Mannington pursued debt-funded acquisitions or shareholder distributions such that the total adjusted debt increased over $450 million, keeping EBITDA levels relatively stable with current expectations. S&P could raise the rating if adjusted debt to EBITDA improved and remained below 3x and FFO to debt improved to more than 30%. S&P believes this could occur if gross margins rose by 400 basis points (bps) and if the company increased its market share in its less penetrated markets, such as residential carpeting. MAXUS ENERGY: 31 Group Buying MUSE's Neptune for $15.3M ------------------------------------------------------- Maxus Energy Corp., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of Maxus (U.S.) Exploration Co. ("MUSE")'s 15% non-operating working interest in an oil and gas field in the deepwaters of the Gulf of Mexico, known as "Neptune," to 31 Group, LLC for $15,350,000. A hearing on the Motion is set for May 10, 2017 at 11:00 a.m. (ET). The objection deadline is May 3, 2017 at 4:00 p.m. (ET). The Debtors' current business operations consist generally of managing the Property, collecting onshore oil and gas royalties from the Debtors' overriding royalty interests, and providing environmental remediation management services. As set forth in the Plan and the Disclosure Statement, dated April 19, 2017, the Debtors are in the process of liquidating their assets. MUSE's primary asset is its ownership of the 15% non-operating working interest in three oil and gas leases relating to Neptune. Neptune is operated by non-affiliate BHP Billiton Petroleum (Deepwater) Inc. ("Operator") pursuant to the Operating Agreement. The working interest requires MUSE to pay its percentage of operating expenses and capital expenditures that are billed by the Operator. In exchange, MUSE receives revenues generated from third-party contracts to purchase the oil, gas, and liquids that are produced at Neptune. Prior to the Petition Date, MUSE granted to the Operator liens and security interests to secure payment of its share of expenses under the terms of the Operating Agreement. The Bureau of Safety and Environmental Enforcement ("BSEE") calculates decommissioning (i.e., plugging and abandonment) liability for Gulf of Mexico properties, including Neptune. BSEE has calculated the total amount of decommissioning liability for Neptune of $190,892,139. MUSE's proportionate share of liability, based on its Property would be $28,633,821. Pursuant to the Assignment, the Purchaser will assume all plugging and abandonment liability. Based on current estimates of future oil prices and production, Neptune's reserves will decline to a point where it will cease to be operated profitably in early 2023. On Dec. 15, 2016, the Court entered the Retention Order order granting the Debtors' application to retain EnergyNet as sales broker and consultant with respect to the potential sale of the Debtors' rights, title, and interests in and to certain oil and gas properties. As part of EnergyNet's Engagement Agreement, upon the closing of any sale of the specified oil and gas properties, including the Property, the Debtors are obligated to pay EnergyNet the Sale Success Fee from the proceeds of the Sale based on the total gross sales price pursuant to an agreed upon commission schedule. Pursuant to the Retention Order, the Debtors, as part of the motion to approve the Sale, will seek approval of the Sale Success Fee on an interim basis, subject to the Court's approval of EnergyNet's final fee application. The amount of the Sale Success Fee is $250,921. Other than the Sale Success Fee, the Debtors have no further obligation to pay EnergyNet additional fees or retainers. The Sale Success Fee is reasonable and consistent with the compensation provided for in the Retention Order and the Debtors should therefore be authorized to pay the Sale Success Fee directly from the Sale Proceeds. The Debtors, with EnergyNet's assistance, solicited bids from numerous interested parties, received the highest and best bid from the Purchaser, and are now seeking approval of the Sale to the Purchaser. The auction opened on Feb. 24, 2017 and closed on March 23, 2017. The Debtors and the Purchaser have negotiated the terms for the Neptune Purchase. The salient terms of the Neptune Purchase are: a. Purchased Assets: MUSE's 15% non-operating working interest in an oil and gas field in the deepwaters of the Gulf of Mexico, known as "Neptune" b. Purchase Price: $15,350,000 in cash c. Deposit: $1,500,000 d. Closing Date: Within 14 days after entry of the Sale Order e. Assumption of Obligations: Subject to the terms of the Sale Order, Assignee assumes all covenants, terms, and provisions, express or implied, contained in the Leases and Designated Contracts. f. Effective Date of the Sale: March 1, 2017 g. Subrogation of Warranties and Indemnities: To the extent transferable, the Debtor assigns and grants to Assignee and Assignee's successors and assigns, without recourse, the full power and right of substitution and subrogation in and to all covenants and warranties and in and to all rights to indemnification given or made with respect to the interests or any part thereof by proceeding owners, venders, contractors or others. h. EnergyNet Fee: The Sale Success Fee will be paid on the Closing Date from the sale proceeds, but, notwithstanding the foregoing, the Sale Success Fee will be subject to the Court's approval of EnergyNet's final fee application. A copy of the Assignment and Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Maxus_Energy_1240_Sales.pdf As part of the Sale, the Debtors intend to assume the Designated Contracts and assign such Designated Contracts to the Purchaser. Any Designated Contract Counterparty may file an objection to the proposed assumption and assignment no later than 4:00 p.m. (PET) on May 5, 2017. The Purchaser reserves the right prior to closing to (i) reject any contract or agreement previously designated for assumption and assignment and (ii) have the Debtor assume and assign any contract previously rejected. Objections to the proposed rejection must be filed no later than 4:00 p.m. (PET) on May 5, 2017. Accordingly, the Debtors ask to authorize them to assume and assign all of the Designated Contracts. The Debtors ask that the Court (i) enter an order approving the sale of Property to the Buyer free and clear of all liens, claims, encumbrances, and other interest, (ii) authorizes the payment of the Sale Success Fee to EnergyNet, (iii) approve the assumption and assignment and rejection of certain executory contracts and unexpired leases of nonresidential real property, (iv) waive the requirements of Bankruptcy Rule 6004(h), and (v) grants such other and further relief as the Court deems just and proper. The Purchaser has expressed significant interest in closing the transaction as soon as practicable. Due to such facts and the posture of the Debtors' bankruptcy cases in general, the Debtors ask that the Sale Order be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived. The Purchaser can be reached at: Ken Goggans, President 31 GROUP, LLC 3021 Ridge Rd., Ste. 156 Rockwall, TX 75032 About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MAXUS ENERGY: Wants OK to Sell 15% of Neptune to 31 Group --------------------------------------------------------- Maxus Energy Corporation, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for approval of the sale of debtor Maxus (U.S.) Exploration Company's 15% non-operating working interest in an oil and gas field in the deepwaters of the Gulf of Mexico, known as "Neptune," to 31 Group, LLC, free and clear of all liens, interests, claims, and encumbrances. A hearing on the sale is set for May 10, 2017, at 11:00 a.m. (ET). Objections must be filed by May 3, 2017, at 4:00 p.m. (ET). The Debtors ask that the Court authorize the payment of a success fee to EnergyNet.com, Inc. The Court previously authorized the Debtors' retention of EnergyNet to market the Property. Following a robust online sealed bid auction process, EnergyNet received the highest and best bid from the Purchaser to purchase the Property for $15,350,000. The Purchase Price exceeds the Debtors' sale projections for the Property and receipt of the funds will allow the Debtors to satisfy its secured obligations and utilize any excess funds for distributions to creditors upon confirmation. The Purchaser has provided the Debtors with the highest and best price for the Property. The Debtors respectfully request that the Court enter an order approving and authorizing the sale of the Property to the Purchaser free and clear of all liens, interests, claims, and encumbrances, permitting the Debtors to pay EnergyNet its Sale Success Fee, approving the assumption or rejection of certain unexpired leases and executory contracts related to the Property, and waiving the requirements of Bankruptcy Rule 6004(h). A copy of the Motion is available at: http://bankrupt.com/misc/deb16-11501-1240.pdf About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MIDWEST ASPHALT: Wants to Continue Using Callidus Cash Collateral ----------------------------------------------------------------- Midwest Asphalt Corporation seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to continue using its cash collateral. The Debtor submits that the Court has previously authorized it to use cash collateral through April 17, 2017. Accordingly, the Debtor has prepared a Budget covering April through December 2017, which provides total cash use in the aggregate sum of $18,931,489. The Debtor requires the use of cash collateral in order to carry on its business activities, to pay for its current operations, including purchases, insurance, utilities, payroll, and payroll taxes and rent. The Debtor believes that with its continue operations, it will be able to obtain a confirmed plan and reorganization in accordance with existing rules and statutes. The secured creditors of the Debtor are: (1) Callidus Capital Corporation, has a blanket lien on all of the Debtor's assets, except for titled equipment and mortgage on portion of value of the real estate, to secure a loan in the approximate outstanding balance of $15 million, as of the Petition Date; (2) Allegiance Capital, LLC, has a lien on certain specified equipment in the amount of $114,435, pursuant to an Equipment Loan; (3) Caterpillar Financial Services, has a lien on certain specified equipment in the amount of $35,036, pursuant to an Equipment Loan; (4) Kinetic Leasing, has a lien on certain specified equipment in the amount of $43,322, pursuant to an Equipment Loan/Capital Lease; (5) Kraus-Anderson Capital, Inc., has a lien on certain specified equipment in the amount of $299,431, pursuant to an Equipment Loan; (6) Scottrade Bank Equipment Finance, has a lien on certain specified equipment in the amount of $319,993, pursuant to an Equipment Loan; (7) Susquehanna.com, has a lien on certain specified equipment in the amount of $45,100, pursuant to an Equipment Loan; and (8) Blaine Johnson, has a blanket lien on all of the Debtor's assets, to secure a loan in the amount of $2.1 million, but its lien is subordinated to Callidus Capital. The Debtor maintains that among the creditors with secured claims, only Callidus Capital has a lien in cash collateral along with the post-petition loans of MAC Investment – Chanhassen LLC. The Debtor asserts that, because it is still in its winter season, the value of its cash collateral is expected to be reduced due to current operational expenses, pending the summer season. However, the Debtor projects that the value of collateral securing the cash collateral, going forward will be in excess of the value of cash collateral as of the filing date, and will continue to rise as the summer season gets into full swing. The Debtor will continue to offer Callidus Capital new liens in all its unencumbered assets as set forth in the First Cash Collateral Order. Specifically, the Debtor proposes to continue grant liens in the (i) Unencumbered Vehicle Collateral, as adequate protection of Callidus Capital's position, (ii) the equity in all equipment financed outside of Callidus Capital, (iii) the cash value in life insurance, and (iv) the value in Chapter 5 claims. The Debtor is also willing to grant a mortgage in the equity in real estate owned by the Debtor. In addition, the Debtor proposes to grant Callidus Capital a replacement lien or a security interest in any new assets, materials and accounts receivable, generated from the use of cash collateral, with the same type, priority, dignity, and validity of prepetition liens or security interests, as well as liens in the Additional Post-Petition Collateral. As additional adequate protection, the Debtor proposes: (1) to maintain insurance on all of the property in which Callidus Capital and all other secured creditors claim a security interest; (2) to pay all post-petition federal and state taxes, including timely deposit of payroll taxes; (3) provide Callidus Capital and all other secured creditors, access during normal business hours for inspection of their collateral and the Debtor's business records; and (4) all cash proceeds and income of the Debtor will be deposited into a Debtor in Possession Account. The court will hold a hearing on the Debtor's continued use of cash collateral on May 3, 2017 at 9:00 a.m. Any response to the Debtor's motion is due no later than April 28, 2017. A full-text copy of the Debtor's Motion, dated April 19, 2017, is available at https://is.gd/UtA6az About Midwest Asphalt Midwest Asphalt Corporation, based in Hopkins, Minnesota, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-40075) on Jan. 12, 2017. The petition was signed by Blair Bury, president. The Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman. The case is assigned to Judge Katherine A. Constantine. The Debtor estimated assets and debt at $10 million to $50 million at the time of the filing. Daniel M. McDermott, the U.S. Trustee for Region 12, on Feb. 2, 2017, appointed two creditors of Midwest Asphalt Corporation to serve on the official committee of unsecured creditors. The committee members are: (1) WD Larson/Allstate Peterbilt; and (2) Tiller Corporation. The U.S. Trustee, on March 16, 2017, added LSREF2 Cobalt LLC to the Committee. The Committee tapped Matthew R. Burton, Esq. at Leonard, O'Brien, Spencer Gale & Sayre, Ltd., as legal counsel. MOUNTAIN DIVIDE: Wants Exclusivity Moved to June Amid Mediation --------------------------------------------------------------- Mountain Divide, LLC asks the U.S. Bankruptcy Court for the District of Montana to extend its exclusive plan filing period and exclusive solicitation period through June 12, 2017 and August 12, 2017. The Debtor's exclusive plan filing period expired on April 12, absent an extension. This is the Debtor's second extension request. The Debtor related that on April 6 and 7, it participated in a mediation with Wells Fargo, certain lien creditors, and the Unsecured Creditors Committee, the Hon. Leif Clark as mediator in Billings, Montana. The mediation of the respective parties interests is ongoing but the Debtor believes that it is likely that the constituent parties through the mediator will continue to work together to seek a resolution resulting in a settlement pursuant to which the Debtor fully anticipates proposing a consensual Plan and Disclosure Statement. Given the progress made at the mediation, the Debtor said it requires additional time to negotiate with key constituents, resolve the remaining issues, and file a plan and disclosure statement. About Mountain Divide Headquartered in Cut Bank, Montana, Mountain Divide LLC owns oil and gas properties. The company was incorporated in 2012. Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont. Case No. 16-61015) on Oct. 14, 2016. The petition was signed by Patrick M. Montalban, manager. The Debtor is represented by Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The case is assigned to Judge Ralph B. Kirscher. The Debtor estimated assets at $1 million to $10 million and liabilities at $50 million to $100 million at the time of the filing. The Debtor hired Roberta Anner-Hughes, Esq. at Anner-Hughes Law Firm as special counsel. The official committee of unsecured creditors hired Worden Thane P.C. as legal counsel. * * * On January 20, 2017, the Bankruptcy Court authorized the Debtor to sell substantially all its assets to Future Acquisition Company, LLC for $4 million. FAC's subsequent assignee to the sale is Future Acquisition North Dakota (FAND). The sale transaction with FAND closed on February 16, 2017. NABORS DRILLING: Ex-Worker's Suit Doesn't Merit Exception to Stay ----------------------------------------------------------------- Melissa Daniels, writing for Bankruptcy Law360, reports that the Ninth Circuit found that a lawsuit by Jeremy Porter, a former Nabors Drilling USA LP worker, doesn't merit a governmental unit exception to an automatic bankruptcy stay now thar the Debtor has filed for Chapter 11 protection. Law360 relates that the Ninth Circuit froze proceedings in the appeal of a Private Attorneys General Act claims denial. Mr. Porter, Law360 recalls, sued the Debtor under PAGA over allegedly unpaid wages the Debtor owes, and then appealed a decision to dismiss his claims. NATIONAL OILWELL: Egan-Jones Lowers Sr. Unsec. Ratings to BB ------------------------------------------------------------ Egan-Jones Ratings Company, on February 23, 2017, downgraded the senior unsecured ratings on debt issued by National Oilwell Varco Inc. to BB from BB+. National Oilwell Varco Inc. is primarily engaged in the design, manufacture and sale of comprehensive systems, components and products used in oil and gas drilling and production, as well as in distributing products and providing supply chain integration services to the upstream oil and gas industry. NATURE'S CHOICE: Swift Does Not Consent to Use of Cash Collateral ----------------------------------------------------------------- Swift Financial Corp., doing business as Swift Capital, asks the U.S. Bankruptcy Court for the Northern District of Illinois to prohibit Nature's Choice Landscape Supply, Inc.'s use of nonestate property owned by Swift and the use of cash collateral in which Swift holds an interest. A hearing on the Motion is set for April 25, 2017 at 9:30 a.m. Swift, a corporation organized and existing under the laws of the State of Delaware, is in the business, inter alia, of purchasing future receivables from various merchants. It pays merchants a contractually agreed upon the Purchase Price in exchange for a contractually agreed-upon amount of the merchant's future receivables ("Amount Sold"). A specified percentage of the merchant's future receivables are thereafter paid to Swift on a daily or weekly basis as agreed by the parties ("Purchased Percentage") by way of ACH debits from the merchant's pre-approved deposit account until such time as the Amount Sold is paid in full. The merchant is authorized to use a portion of collections provided it is compliance with the terms and conditions contained in the contract and is not in breach of the representations and warranties set forth therein. By contract dated Dec. 11, 2015, Swift and the Debtor entered into a Future Receivables Sales Agreement ("FRSA"). Under the FRSA, Swift paid the Purchase Price of $100,000 to the Debtor in consideration of the Debtor's sale to Swift of the Amount Sold of $132,900. The Purchased Percentage of the future receivables was 10%. A copy of the FRSA attached to the Motion is available for free at: http://bankrupt.com/misc/ilnb17-07949_19_Cash_Natures_Choice.pdf The FRSA requires the Seller of its Future Receivables to maintain a deposit account approved by Swift into which all collections of the Future Receivables are to be deposited, and the Seller irrevocably authorizes Swift to ACH debit the account on a weekly basis the Specified Percentage or the Alternative Daily Amount. The Debtor and Swift agreed that the Specified Percentage is 10%, and that it would be remitted to Swift on a weekly basis through ACH debits. As a result, 90% of all collections are available to the Debtor to operate its business, which presumably was expanded and/or stabilized by Swift's payment of the $100,000 Purchase Price. The FRSA defines Future Receivables broadly and includes any form of funds and receipts received by the Debtor in the operation of its business. The Seller also represents, warrants, and covenants that, inter alias it will not change the approved depository account without Swift's consent; it will not interfere with or circumvent payments to Swift; it will provide Swift with full financial disclosures when requested, including but not limited to copies of bank statements; it will not sell any of its assets outside of the ordinary course of business; it will not re-sell its future receivables to another party; it will not conduct business under any other name or change its place of business; and it will not sell the business without prior notice. On March 26, 2015, Swift perfected the security interest granted to it through the filing of a UCC Financing Statement with the Illinois Secretary of State as Document Number 20161418. The Debtor breached its representations, warranties, and covenants, by, inter alia, interfering with Swift's ability and right to initiate ACH debits from the approved account. Accordingly, Swift exercised its right to commence an arbitration proceeding against the Debtor and the guarantor in 2016. On March 2, 2017, the arbitrator entered an award in favor of Swift and against the Debtor and the guarantor in the amount of $126,628, plus reimbursement of certain fees and costs in the amount of $7,361. In its Schedules, the Debtor incorrectly lists Swift as the holder of two unsecured claim in the aggregate amount of $129,016. The Debtor admits Swift's claims are not disputed, contingent, or unliquidated. In fact, Swift holds a secured claim in the amount of $133,988. For months, the Debtor has been in default of its obligations under the FRSA, has failed and refused to pay the Purchased Percentage to Swift, has converted property owned by Swift, and has been in breach of its representations, warranties, and covenants contained in the FRSA. Swift owns the Future Receivables, and the Debtor is not authorized to use any portion of the Future Receivables and the proceeds thereof. The Future Receivables are not property of the estate. The Debtor had funds on deposit on the Petition Date. Such funds undoubtedly were proceeds of Future Receivables owned by the Movant. The Debtor has continued to operate its business since the Petition Date and undoubtedly has converted property owned by the Movant for its own use and benefit. The Movant has never consented to the use of cash collateral. The Debtor has neither segregated cash collateral as required by the Bankruptcy Code nor offered adequate protection to the Movant in respect thereto. Accordingly, Swift respectfully asks the Court to prohibit any further use of non-estate property and the use of cash collateral by the Debtor, and require the Debtor to segregate cash collateral and an accounting pursuant to Section 363(c)(4). Swift Financial Corp. is represented by: Charles S. Stahl, Jr., Esq. SWANSON, MARTIN & BELL, LLP 2525 Cabot Drive, Suite 204 Lisle, IL 60532 Telephone: (630) 799-6990 Facsimile: (630) 799-6901 E-mail: cstahl@smbtrials.com - and - Troy M. Sphar, Esq. SWANSON, MARTIN & BELL, LLP 330 North Wabash Avenue, Suite 3300 Chicago, IL 60611 Telephone: (312) 321-9100 Facsimile: (312) 321-0990 E-mail:tsphar@smbtrials.com About Nature's Choice Landscape Supply, Inc. Nature's Choice Landscape Supply, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-07949) on March 14, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Gina B. Krol, Esq., at Cohen & Krol. NORTHERN OIL: Life Time Chairman Holds 7.29% Stake as of April 18 ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Bahram Akradi reported that as of April 18, 2017, he beneficially owns 4,612,500 shares of common stock of Northern Oil and Gas, Inc. representing 7.29 percent of the shares outstanding calculated based on 63,251,197 shares of Common Stock issued and outstanding as of Feb. 28, 2017, as reported in the Company's annual report on Form 10-K filed on March 2, 2017, for the year ended Dec. 31, 2016. Mr. Akradi has purchased the Subject Shares for aggregate consideration (including brokerage commissions) of $21,936,040. He also has sold shares of Common Stock for aggregate consideration (including brokerage commissions) of $2,197,869. "The Reporting Person expects to engage in discussions with management, the board and other shareholders of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, governance, management, strategy and future plans of the Issuer, which discussions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. "The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Person, and industry conditions, the Reporting Person may take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of the Subject Shares and/or otherwise changing his intention with respect to any and all matters referred to in this Item 4." Mr. Akradi is chairman of the Board, president and chief executive officer of Life Time Fitness, Inc. Life Time is a privately held, comprehensive health and lifestyle company that offers a personalized and scientific approach to long-term health and wellness through its portfolio of distinctive resort-like destinations, athletic events and health services. Life Time, known as the "Healthy Way of Life Company," helps members achieve their goals with the support of a team of dedicated professionals and an array of proprietary health assessments. The address of Life Time's corporate offices is 2902 Corporate Place, Chanhassen, MN 55317. A full-text copy of the regulatory filing is available at: https://is.gd/HycvPq About Northern Oil Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $293.5 million on $144.9 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $975.4 million on $275.05 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet as of Dec. 31, 2016, showed $431.5 million in total assets, $918.95 million in total liabilities, and a total stockholders' deficit of $487.4 million. * * * As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade follows the announcement by the company that it has retained financial advisors Tudor, Pickering, Holt & Co. to help it review strategic alternatives," said S&P Global Ratings credit analyst Brian Garcia. "We believe this increases the likelihood the company could engage in a transaction we would view as a distressed exchange, where holders of the company's unsecured debt could receive less than the promised value," he added. As reported by the TCR on March 24, 2016, Moody's Investors Service downgraded Northern Oil and Gas, Inc's Corporate Family Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD from B3-PD, and the ratings on its senior unsecured notes to Caa3 from Caa1. At the same time, Moody's lowered the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the ratings review commenced on Jan. 21, 2016. The ratings outlook is negative. "Weak oil and natural gas prices will diminish NOG's cash flows in 2017, when it no longer benefits from commodity price hedges," stated James Wilkins, a Moody's vice president. "Leverage will increase sharply and credit metrics will deteriorate." Northern Oil carries a 'Caa2' corporate family rating from Moody's Investors Service. NOVATION COMPANIES: Plan Solicitation Period Extended to June 30 ---------------------------------------------------------------- Judge David Rice entered a consent order in the cases of Novation Companies, Inc., et al., extending the Debtors' exclusive solicitation period through June 30, 2017. The Official Committee of Unsecured Creditors in the case has consented to the June 30 deadline, Jason W. Harbour, Esq., of Hunton & Williams LLP, as counsel to the Committee, noted. The Debtors originally sought a July 17, 2017 extension of its plan solicitation period, as reported by The Troubled Company Reporter. The Debtors' Plan provides for the authorization of the transactions contemplated by a Stock Purchase Agreement by and among Novation Holdings, Inc., a wholly-owned subsidiary of the Novation (NHI) and Butler America, LLC, the owner of Healthcare Staffing, Inc. (HCS), which owns and operates a healthcare staffing solutions business. Under the Plan, all creditors' claims are to be paid in full from proceeds from the HCS cash flow as well as cash flow from the Plan Debtors' residual and over-collaterization bond holdings, estimated to be approximately $50 million. The Disclosure Statement contains projections of future cash flows and establishes the Plan's feasibility. As reported in the April 19, 2017 edition of The Troubled Company Reporter, Judge Rice has approved the Debtors' disclosure statement as containing "adequate information." A court hearing to consider confirmation of the plan is scheduled for May 31 and parties-in-interest have until May 22 to cast a vote on the plan, and May 24 to file formal objections on plan confirmation. About Novation Companies, Inc. Novation Companies, Inc. and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. The cases are assigned to Judge David E. Rice. In its petition, NCI lists assets of $33 million and liabilities of $91 million. As of the petition date, NCI and its subsidiaries have in excess of $32 million in cash, marketable securities and other current assets. Headquartered in Kansas City, Missouri, Novation Companies (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, debtor NMI claims to have originated more than $11 billion annually in mortgage loans. After the Debtors ceased their lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. The Debtors have five full-time employees and one part-time employee. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On August 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has hired Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation Services, LLC, as valuation expert. NOVATION COS: Seeks to Expand Scope of Deloitte Tax Services ------------------------------------------------------------ Novation Companies, Inc. asked the U.S. Bankruptcy Court for the District of Maryland to authorize Deloitte Tax LLP to continue and expand the scope of its services. The company and Deloitte have recently entered into two additional engagement letters each dated January 23, 2017. One engagement letter allows the firm to continue providing income tax provision services for the current fiscal year, and charge these hourly rates: National Tax and Non-Specialist Restructuring Specialist -------------- ------------------------ Partner $500 $700 Principal $500 $700 Managing Director $500 $700 Senior Manager $450 $600 Manager $400 $510 Senior $330 $400 Staff $250 $305 The other engagement letter relates to additional tax services Deloitte will provide to Novation and its affiliates, which include reviewing and preparing the 2016 federal tax return, according to court filings. About Novation Companies, Inc. Novation Companies, Inc. and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. The cases are assigned to Judge David E. Rice. In its petition, NCI lists assets of $33 million and liabilities of $91 million. As of the petition date, NCI and its subsidiaries have in excess of $32 million in cash, marketable securities and other current assets. Headquartered in Kansas City, Missouri, Novation Companies (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, debtor NMI claims to have originated more than $11 billion annually in mortgage loans. After the Debtors ceased their lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. The Debtors have five full-time employees and one part-time employee. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as co-counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On August 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped Alvarez & Marsal Valuation Services, LLC, as valuation expert to the Committee. On April 11, 2017, the court approved the Debtors' disclosure statement, which explains their proposed Chapter 11 plan of reorganization. Both documents were filed on February 14, 2017 A court hearing to consider confirmation of the plan is scheduled for May 31, 2017. NUVERRA ENVIRONMENTAL: Term Loan Facility Hiked by $3.5 Million --------------------------------------------------------------- Nuverra Environmental Solutions, Inc., entered into an Eighth Amendment (Increase Amendment) to Term Loan Credit Agreement by and among the lenders named therein, Wilmington Savings Fund Society, FSB, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Credit Agreement, dated April 15, 2016, by and among Wilmington, the Term Loan Lenders, and the Company, by increasing the Term Loan Lenders' commitment and the principal amount borrowed by the Company under the Term Loan Agreement from $65,800,000 to $69,320,000. The Eighth Amendment Additional Term Commitment is in partial satisfaction of the requirement to fund Supplemental Term Loans. Pursuant to the Eighth Term Loan Agreement Amendment, the Company is required to use a portion of the net cash proceeds of the Eighth Amendment Additional Term Commitment of $3.52 million to pay the fees, costs and expenses incurred in connection with the Eighth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. The Company intends to use the additional liquidity provided by the Eighth Amendment Additional Term Commitment to fund its business operations until the filing of a prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code. As a condition to the effectiveness of the Eighth Term Loan Agreement Amendment, the Company was required to enter into a letter agreement with the agent under the Company's asset-based lending facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Eighth Amendment Additional Term Commitment deposited in the Company's Master Account, subject to the terms of such letter agreement. The Eighth Term Loan Agreement Amendment requires the Company, among other things, to (i) comply with the terms and conditions of the previously disclosed Restructuring Support Agreement; and (ii) within five days of the Eighth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under the Company's Term Loan Agreement and to pay all premiums for those title policies. Letter Agreement On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, the Company and Wells Fargo entered into a letter agreement regarding the Eighth Amendment Additional Term Commitment. Pursuant to the Eighth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Eighth Amendment Additional Term Commitment that are deposited in the Company's Master Account, subject to the terms of such Eighth Amendment Letter Agreement. In addition, the Eighth Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Eighth Amendment Additional Term Commitment, such Eighth Amendment Additional Term Commitment will be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders. Intercreditor Agreement Amendments On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, the Company acknowledged and agreed to the terms and conditions under Amendment No. 6 to Intercreditor Agreement, dated April 18, 2017, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as pari passu collateral agent, Wells Fargo, as administrative agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement. On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, the Company acknowledged and agreed to the terms and conditions under Amendment No. 6 to Intercreditor Agreement, dated April 18, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as administrative agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as collateral agent under the indenture governing the 2021 Notes. The Sixth Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Sixth Amendment permit the Eighth Amendment Additional Term Commitment by increasing the Term Loan Cap from $72,380,000 to $76,252,000. The Term Loan Cap is higher than the commitment under the Term Loan Agreement, as it includes, in addition to the Lenders' commitment under the Term Loan Agreement, origination fees paid in kind and a 10% cushion. Defers $2-Mil. Interest Payment On April 17, 2017, the Company elected to exercise its 30-day grace periods and defer making the approximately $2 million in cash interest payments due April 17, 2017, on its 9.875% Senior Notes due 2018, and the approximately $9 million in cash interest payments due April 17, 2017 on its 12.5%/10.0% Senior Secured Second Lien Notes due 2021. Under the indenture governing the 2018 Notes and the indenture governing the 2021 Notes, the Company has a 30-day grace period following the April 17, 2017, interest payment date to make the interest payments before an event of default would occur. The occurrence of an event of default under the 2018 Notes Indenture would also constitute an event of default under the Company's ABL Facility, Term Loan Agreement, and 2021 Notes Indenture, and the occurrence of an event of default under the 2021 Notes Indenture would also constitute an event of default under the Company's ABL Facility, Term Loan Agreement, and 2018 Notes Indenture. As previously disclosed, the Company is in default under its ABL Facility and such default constitutes an event of cross-default under the Term Loan Agreement, 2018 Notes Indenture, and 2021 Notes Indenture. The lenders under the ABL Facility and Term Loan Agreement and the trustees and noteholders under the 2018 Notes Indenture and 2021 Notes Indenture have not yet exercised their rights and remedies in respect of such defaults; however, they may choose to do so at any time. The Company does not have sufficient liquidity to repay the obligations under the ABL Facility, Term Loan Agreement, 2018 Notes Indenture, or 2021 Notes Indenture. As such, the holders of the Company's indebtedness may initiate foreclosure actions at any time. As previously disclosed, the Company intends to file a prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code in order to restructure its outstanding indebtedness, as described in the Restructuring Support Agreement, dated as of April 9, 2017, by and among the Company and its subsidiaries and the holders of over 80% of the 2021 Notes. About Nuverra Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra reported a net loss attributable to common shareholders of $168.85 million for the year ended Dec. 31, 2016, following a net loss attributable to common shareholders of $195.45 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Nuverra had $342.60 million in total assets, $511.67 million in total liabilities and a total shareholders' deficit of $169.06 million. Hein & Associates LLP, in Denver, Colorado, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred recurring losses from operations and has limited cash resources, which raises substantial doubt about the Company's ability to continue as a going concern. OCWEN FINANCIAL: Moody's Puts B3 CFR on Review for Downgrade ------------------------------------------------------------ Moody's Investors Service has placed the following ratings on review for downgrade: Ocwen Financial Corporation (Ocwen) -- B3 Corporate Family Rating, B2 Senior Secured Bank Credit Facility, Caa1 Senior Unsecured Debt, Caa1 Senior Secured Debt Altisource Solutions S.a.r.l. (Altisource) -- B3 Corporate Family Rating, B3 Senior Secured Bank Credit Facility RATING RATIONALE The rating actions follow a cease and desist order issued to Ocwen by the North Carolina Commissioner of Banks (Commissioner) and a consortium of state mortgage regulators on April 20, 2017. The cease and desist order stemmed from the findings of a multi-state examination by the state regulators that concluded Ocwen had violated state and federal laws. The order seeks to prohibit Ocwen from acquiring new mortgage servicing rights (MSRs) and originating new residential mortgages serviced by Ocwen. Also on April 20, 2017, the Consumer Financial Protection Bureau's (CFPB) announced that it had filed suit against Ocwen alleging widespread servicing errors and violations of federal consumer financial laws. The CFPB also is seeking a court order to compel Ocwen to modify its servicing practices, provide relief for consumers and pay penalties. At the same time, the Florida Attorney General filed a similar lawsuit against Ocwen. The heightened regulatory scrutiny that Ocwen is facing could result in actions that restrict their activities, the levying of monetary fines or judgments, or additional actions that negatively affect their credit strength. In addition, Altisource's ratings are driven in large part by their reliance on Ocwen from which Altisource earns approximately 75% of its total revenues -- either directly from Ocwen or related to the portfolios serviced by Ocwen. Therefore, any changes to Ocwen's ratings would likely result in changes to its ratings. During the review, Moody's will assess the impact of the possible regulatory and legal actions against Ocwen on the financial strength of both companies. Ocwen's ratings could be downgraded in the event that regulatory action or litigation materially restricts the company's business activities, management or governance, or harms its franchise and reputation. In addition, the ratings could be downgraded if 1) the company's servicing performance or financial fundamentals weaken, 2) the company is subject to additional regulatory or legal action resulting in material fines or judgments, or 3) the company is terminated as servicer or as subservicer on a large percentage of loans it services. In the event that Ocwen's ratings are downgraded, the ratings of Altisource would likely also be downgraded. In addition, negative ratings pressure on Altisource's ratings could result in the event of a material reduction in net income or increase in leverage. In addition, negative pressure on Altisource's ratings could result if the volume of non-GSE loans that Ocwen services declines significantly, if the company's financial metrics materially deteriorate for an extended period of time or if it loses its contract with Ocwen. Given the review for possible downgrade, an upgrade to Ocwen or Altisource's ratings are unlikely at this time. The principal methodology used in these ratings was Finance Companies published in December 2016. OCWEN FINANCIAL: S&P Lowers ICR to 'B-' on Regulatory Issues ------------------------------------------------------------ S&P Global Ratings said it lowered its long-term issuer credit rating on OCWEN Financial Corp. to 'B-' from 'B'. In addition, S&P lowered its ratings to 'B+' from 'BB-' on Ocwen's senior secured debt, to 'B-' from 'B' on its senior second-lien debt, and to 'CCC' from 'CCC+' on its senior unsecured notes. S&P placed all of the ratings on CreditWatch with negative implications. "The rating actions follow the Consumer Financial Protection Bureau's (CFPB) announcement that it is suing Ocwen for allegedly failing borrowers throughout the mortgage servicing process," said S&P Global Ratings credit analyst Diogenes Mejia. State regulators of 20 states have also concurrently filed a cease and desist order that may prevent Ocwen from purchasing mortgage servicing rights (MSRs) and originating mortgage loans in their states. State regulators are alleging that Ocwen could not reconcile consumer escrow accounts and engaged in willful and ongoing unlicensed activity in certain states. The CFPB alleges that Ocwen serviced loans using error-riddled information, illegally foreclosed on homeowners, failed to credit borrowers' payments, botched escrow accounts, mishandled hazard insurance, bungled borrowers' private mortgage insurance, deceptively signed up and charged borrowers for add-on products, failed to assist heirs in seeking foreclosure alternatives, failed to adequately investigate and respond to borrower complaints, and failed to provide complete and accurate information to new servicers. Given the serious nature of these allegations, the impact the cease and desist order will have on originations, and the possible regulatory fines that may follow, S&P believes Ocwen's business has weakened. S&P believes the immediate financial impact of restrictions on the company's origination activities is relatively modest given that originations generated only roughly 10% of revenues in 2016. The company also has not been able to purchase new MSRs since a 2014 restriction by the state of New York, so there is no incremental impact due to new restrictions. That being said, S&P sees heightened risk that the company's servicing business could suffer with the new allegations. S&P expects to resolve the CreditWatch after it gather further information regarding the ongoing litigation. S&P also expects to assess the impact the litigation may have on Ocwen's business and its relationship with New Residential. If the allegations of the CFPB and states pressure Ocwen's business such that its ability to service its obligations is at risk, S&P could lower the rating. S&P could also lower the rating if New Residential were to announce its intention to transfer its MSRs to a different servicer for the portfolio that Ocwen currently services. ONIX CAPITAL: Wants Creditors' Bid for Involuntary Bankr. Rejected ------------------------------------------------------------------ Carolina Bolado, writing for Bankruptcy Law360, reports that Melanie Damian, Esq., at Damian & Valori LLP, who was appointed receiver of Onix Capital LLC and seven other companies owned by fugitive Alberto Chang-Rajii, asked a Florida federal judge to reject creditors' request to file an involuntary bankruptcy, arguing that a receivership is preferable to creditors and investors. A bankruptcy would be more costly and less efficient than a receivership, Law360 relates, citing Ms. Damian. As reported by the Troubled Company Reporter on April 20, 2017, Carolina Bolado, writing for Bankruptcy Law360, reported that four creditors of a group of companies linked to Mr. Chang-Rajii asked U.S. District Judge Marcia G. Cooke for permission to file an involuntary bankruptcy petition against the Debtor. OUTER HARBOR: Has Until June 26 to File Plan -------------------------------------------- Judge Laurie Selber Silverstein has extended Outer Harbor Terminal, LLC's exclusive plan filing period through June 26, 2016, and its exclusive solicitation period through through August 24, 2017. As previously reported by The Troubled Company Reporter, the Debtor sought the extension to finalize and resolve its claim dispute with Kawasaki Kisen Kaisha, Ltd. (K-Line) and complete its plan of liquidation process. About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- was a joint venture of Ports America and Terminal Investment Ltd. The Oakland, California-based port operator filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. It announced plans to wind down operations and leave Oakland to concentrate on its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. The Chapter 11 petition was signed by Heather Stack, chief financial officer. The Hon. Laurie Selber Silverstein is the case judge. The Debtor listed $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. PAE HOLDING: Moody's Affirms B3 CFR; Outlook Stable --------------------------------------------------- Moody's Investors Service has affirmed the ratings of PAE Holding Corporation, including the corporate family rating of B3. Concurrently, the first lien term loan rating of B2 and second lien term loan rating of Caa2 have also been affirmed. To pay for the pending acquisition of FCi Federal ("FCi") --provider of adjudication support, eligibility verification and business process outsourcing services--, $95 million of incremental first lien and $58 million of incremental second lien will be issued. The rating outlook continues at stable. RATINGS RATIONALE The B3 CFR reflects PAE's high financial leverage and low (but improving) profit margin compared to defense services peers, against a well-known reputation and the good level of revenue stability that stems from PAE's base operations/mission support work. Debt/EBITDA on a Moody's adjusted basis and pro forma for the pending acquisition is estimated in the low 6x range, but the calculation is made complicated by limited financial information of FCi and special charges associated with PAE's financing transactions. PAE's debt load has nearly doubled since 2015 following subsequent acquisition, ownership change and balance sheet recapitalization activity. While the company's income and free cash flow performance has improved, the track record of steady performance is brief. Further, PAE has historically supported the US Department of State and United Nations, organizations whose budgets could face pressure based on the Trump Administration's spending priorities. The rating outlook is stable. PAE's acquisitions over several years have diversified the portfolio, adding profit opportunity of fixed price contracts and greater degree of revenue from direct labor (as opposed to revenue from subcontractor labor or materials purchased on behalf of the government). Efficiency initiatives have advanced and a firmer US defense budgetary setting is emerging. The company's annual free cash flow generation should be $70 million or higher near-term, permitting debt prepayment and/or reducing the reliance on debt for subsequent acquisitions. Following the FCi acquisition, assets supporting the $100 million borrowing based revolver will expand and over-collateralize the facility. The line is modestly sized versus PAE's scale, but overcollateralization adds confidence of steady backstop liquidity should working capital volatility increase or business unexpectedly suffer. The following rating actions were taken: Outlook Actions: Issuer: PAE Holding Corporation -- Outlook, Remains Stable Affirmations: Issuer: PAE Holding Corporation -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior Secured Bank Credit Facility, Affirmed B2 (LGD 3) -- Senior Secured Bank Credit Facility, Affirmed Caa2 (LGD 5) Upward rating momentum would depend on a record of revenue growth, a rising backlog trend and debt to EBITDA approaching the low 5x range with free cash flow to debt nearing 10%. Downward rating pressure would follow unfavorable contract developments, low free cash flow or high dependence on the revolving credit facility. A highly leveraging acquisition could pressure the rating, particularly if PAE's free cash flow generation appears to be muted (e.g. less than $30 million p.a.). PAE Holding Corporation is a holding company that is owned by entities of Platinum Equity, LLC. Through its subsidiary, Pacific Architects and Engineers Incorporated, PAE provides contract support services to US government agencies, international organizations, and foreign governments. Revenues in 2016 were $2.2 billion. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. PANDA TEMPLE: April 28 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on April 28, 2017, at 1:00 p.m. in the bankruptcy case of Panda Temple Power, LLC. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtor's case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Panda Temple Panda Temple Power, LLC's main asset is the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full base-load capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. Panda Temple Power Intermediate Holdings II, LLC, is a holding company with no assets other than its ownership interests in Temple I. On April 17, 2017, Panda Temple Power, LLC and Panda Temple Power Intermediate Holdings II, LLC each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del.). The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested that their cases be jointly administered under Case No. 17-10839. Anuradha Sen, senior vice president, head of finance, signed the petitions. Panda Temple Power, LLC, estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Richards, Layton & Finger, P.A., is serving as the Debtors' counsel, with the engagement led by John H. Knight, Esq., Paul N. Heath, Esq., Brendan J. Schlauch, Esq., and Christopher M. De Lillo, Esq. Latham & Watkins LLP is also onboard as the Debtors' attorneys, with the engagement led by Keith A. Simon, Esq., and Annemarie V. Reilly, Esq. Ducera Partners LLC is the financial advisor. Prime Clerk LLC is the claims and noticing agent. PANDA TEMPLE: Court OKs $1.6M of $10M Proposed DIP Loan ------------------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reports that the Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware approved only $1.6 million of the initially requested $10 million interim draw on the DIP loan that secured lenders offered to Panda Temple Power LLC. Law360 relays that the $20 million debtor-in-possession loan plan got short-circuited, after close questioning by the Court and an accelerated, $5.7 million revenue hedge payment by an investor wary of DIP lender restrictions. As reported by the Troubled Company Reporter on April 21, 2017, the Debtors filed with the Court a motion to obtain postpetition secured debtor-in-possession financing in an aggregate principal amount of up to $10 million on an interim basis and a total of $20 million on a final basis from certain of their prepetition secured lenders. The Debtors also seek approval to use cash collateral of the prepetition secured parties and grant adequate protection to the secured parties. About Panda Temple Panda Temple Power, LLC's main asset is the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full base-load capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. Panda Temple Power Intermediate Holdings II, LLC, is a holding company with no assets other than its ownership interests in Temple I. On April 17, 2017, Panda Temple Power, LLC and Panda Temple Power Intermediate Holdings II, LLC each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del.). The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested that their cases be jointly administered under Case No. 17-10839. Anuradha Sen, senior vice president, head of finance, signed the petitions. Panda Temple Power, LLC, estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Richards, Layton & Finger, P.A., is serving as the Debtors' counsel, with the engagement led by John H. Knight, Esq., Paul N. Heath, Esq., Brendan J. Schlauch, Esq., and Christopher M. De Lillo, Esq. Latham & Watkins LLP is also onboard as the Debtors' attorneys, with the engagement led by Keith A. Simon, Esq., and Annemarie V. Reilly, Esq. Ducera Partners LLC is the financial advisor. Prime Clerk LLC is the claims and noticing agent. PANDA TEMPLE: Prepetition Lenders Will Own Company Post-Emergence ----------------------------------------------------------------- Panda Temple Power, LLC, owner and operator of a natural gas-fueled, combined-cycle power plant in Temple, Texas, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on April 17, 2017, less than three years after the Plant commenced its operations. Debtors Panda Temple Power and Panda Temple Power Intermediate Holdings II, LLC and certain of their prepetition lenders had reached an agreement on a consensual plan of reorganization under which the Prepetition Lenders will acquire 100% of the ownership interest in the reorganized companies. Pursuant to the Restructuring Support Agreement, dated as of April 17, 2017, certain of the Prepetition Lenders will provide debtor-in-possession financing in the principal amount of $20,000,000. The proceeds of the DIP Facility will be used solely in accordance with a budget in form and substance satisfactory to the requisite lenders. Other than pursuant to critical vendor payment or similar first day relief, holders of general unsecured claims will not receive any recovery under the Plan on account of their claims. Holders of equity interests in Parent will not receive any recovery under the Plan. The Debtors have agreed to comply with these restructuring milestones: (i) entry of the Interim DIP Order by April 21, 2017; (ii) filing of a Plan, Disclosure Statement, and Disclosure Statement Motion by April 26, 2017; (iii) filing of an RSA Assumption Motion by April 27, 2017; (iv) entry of the Final DIP Order by May 12, 2017; (v) entry of the Disclosure Statement Order by May 31, 2017; (vi) commencement of Plan Solicitation by June 2, 2017; (vii) entry of the Confirmation Order by July 7, 2017; (viii) the Debtors' and Panda O&M's entry into an Amended O&M Agreement by July 7, 2017; and (ix) the occurrence of the Plan Effective Date by July 14, 2017. The Debtors' obligations under the RSA are subject to a "fiduciary out," pursuant to which they may terminate the RSA as necessary in accordance with their fiduciary duties. "After full consideration of the Debtors' potential strategic and financial alternatives (with the assistance of their advisors) and discussions with certain potential investors, including existing equity holders, it became clear that there were no viable out-of-court refinancing or restructuring options for the Debtors to pursue," said Alison R. Zimlich, chief financial officer, chief risk officer, and treasurer of Panda Temple. "Faced with a lack of viable financing options and dwindling liquidity, and after extensive discussions with their advisors, the Debtors determined that filing for chapter 11 was in their best interest and in the best interest of their creditors," she added. As of the Petition Date, there is approximately $398.7 million in principal outstanding under the Prepetition Credit Facility dated as of March 6, 2015, with Wilmington Trust, National Association, as successor administrative agent, MUFG Union Bank, N.A., as collateral agent, Credit Suisse AG, Cayman Islands Branch, as Project L/C Issuing Bank, Credit Suisse Issuing Bank and Goldman Sachs Bank USA, each as a DSR L/C Issuing Bank, and certain lenders. The Debtors have unsecured trade debt in the approximate amount of $4.2 million for prepetition goods and services. According to Ms. Zimlich, the Debtors experienced revenue, cash flow, and liquidity challenges due in large part to deteriorating market conditions within the Electric Reliability Council of Texas, Inc. ("ERCOT"), a competitive wholesale electricity market in which the Debtors are participants. She added that the increasing strain on the Debtors' liquidity has prevented them from meeting the financial covenants under the Prepetition Credit Agreement and threatened their ability to continue to service their debts. On Dec. 31, 2016, the Debtors failed to maintain a debt service coverage ratio of not less than 1.10:1.00 for the relevant measurement period, and ultimately on March 31, 2017, Temple I failed to make a scheduled interest payment under the Prepetition Credit Agreement of approximately $7.35 million and a scheduled principal payment of $950,000. As of the Petition Date, the Debtors had only approximately $2,000 of cash on hand. Temple I entered into forbearance agreements, dated as of Jan. 12, 2017, and Feb. 13, 2017, with the Prepetition Lenders in order to allow time for the Debtors to explore various strategic alternatives. However, despite the Debtors actively pursuing and examining a number of potential strategic alternatives, they ultimately proved unsuccessful, Ms. Zimlich disclosed. Lawsuit Versus ERCOT The Debtors are participants in the electricity market operated by ERCOT, which is subject to oversight from the Public Utility Commission of Texas and the Texas legislature. ERCOT is an independent system operator that manages the flow of electric power to 24 million customers in the state of Texas, representing approximately 90 percent of Texas' electrical load. ERCOT ensures that electrical supply equals demand in the market by regulating the power generated by various power plants. ERCOT bases its regulations on future projections, which it sets forth in its capacity, demand, and reserves reports. On Feb. 29, 2016, the Debtors and certain of their affiliates filed a lawsuit against ERCOT alleging that ERCOT sponsored false and misleading CDR Reports in 2011 and 2012 concerning the need for capacity in the ERCOT market that induced them and their affiliates to invest nearly $2.2 billion to build new power plants in Texas. The Debtors disclosed that at the time of construction of the Temple I Facility, ERCOT's CDR Reports depicted a scarcity of supply (meaning forecasts reflected the potential for generators to earn high scarcity prices). However, after the commencement of construction of the Temple I Facility, ERCOT changed its forecasting methodology and inputs to depict an oversupply of electric energy in the market. "This had the effect of depressing the price of power in the spot market, which also had the effect of depressing prices in the forward market," asserted Ms. Zimlich. "As a result, large commercial purchasers of power had less need to hedge against higher energy prices by locking in a price for future power with generators like Temple I." The Debtors and their affiliates assert claims against ERCOT for, among other things, negligent misrepresentation, fraud, and breach of duty. In April 2016, ERCOT filed an answer to the Debtors' complaint, in which it denied each of the allegations. The lawsuit is currently pending in the District Court of Grayson County, Texas under the caption Panda Power Generation Infrastructure Fund, LLC (d/b/a Panda Power Funds), et al. v. ERCOT, No. CV-16-0401. A trial has been scheduled for Feb. 6, 2018. About Panda Temple Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein, and are jointly administered under Case No. 17-10839. The Debtors have hired Richards, Layton & Finger, P.A. and Latham & Watkins LLP as attorneys; Ducera Partners LLC as financial advisors; and Prime Clerk LLC as claims & noticing agent. PAUL NGUYEN: Cohen Buying Garden Grove Property for $1.4 Million ---------------------------------------------------------------- Paul Chieu Nguyen asks the U.S. Bankruptcy Court for the Central District of California to authorize the bid procedures in connection with the sale of his right, title and interest in industrial real property located at 10632 A Trask Avenue, Garden Grove, California, (APN 930-62-460); and 10632 B Trask Avenue, Garden Grove, California, (APN 930-62-461), to The Cohen Family Trust, or Assignee, for $1,430,000, subject to overbid. A hearing on the Motion is set for May 11, 2017 at 11:00 a.m. On May 23, 2016, the Court entered an Order authorizing the joint administration of the Debtor's case with the related case of In re Trask Developers, LLC. The Debtor's case has been designated as the Lead Case. On May 23, 2016, the Court also entered an Order authorizing the Debtor's employment of Voit Real Estate Services to serve as his broker for the purpose of marketing the Property for sale. On Dec. 1, 2016, the Court confirmed the Debtor and Trask's ("Debtors") First Amended Joint Chapter 11 Plan of Reorganization (as Modified on Nov. 4, 2016). The Joint Plan provides for payment in full of all Allowed Claims of the Debtors' Estates, generated from the sale and/or refinance of some or all of the Debtors' industrial real property. Following the Effective Date of the Joint Plan, the Debtor retained Randy Wind of The Wind Group Commercial Real Estate Advisors ("Broker"), to replace Voit as the listing agent for the Property and for the 10532 and 10632 Trask Avenue properties. On March 30, 2017, he filed a motion to approve the sale of the 10532 property, with a hearing scheduled for April 20, 2017. He did not receive any timely opposition to the proposed sale and the Court approved the sale at the hearing. Based on the proceeds generated from the sale of the 10592 property, and the anticipated proceeds from the sale of the 10552 and 10532 properties (upon closing), the Debtor anticipates the proposed Sale will generate sufficient proceeds to satisfy all outstanding secured claims against the 10632 Property in full. Moreover, he believes there is more than adequate equity in the 10632 Property to satisfy all remaining claims of both Paul and Trask's bankruptcy estates in full. The Debtor and the Buyer executed Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, dated April 1, 2017, and "Addendum One – Additional Terms and Clarifications" for the sale and purchase of the Property. The proposed Sale to the Buyer is subject to approval of the Court, the consent of American Plus Bank, and to qualified overbids. The Buyer has offered to purchase the Property for $1,430,000, cash, and has already deposited $50,000 into escrow. The Property is being sold on an "as is, where is" basis, with no warranties, recourse, contingencies or representations of any kind, and free and clear of liens, claims, and interests. Upon the removal of Buyer's contingencies, the Buyer will deposit another $50,000 into escrow. The Buyer will have three business days following the entry of the Court's Order approving the Motion to deposit the remainder of the Purchase Price into escrow. However, the sale of the Property is subject to overbid pursuant to these proposed Overbid Procedures: a. Initial Overbid: Must be a net amount of at least $25,000 more than the current selling price of $1,430,000, taking into account payment of the Buyer's actual out-of-pocket costs and any brokers' commission exceeding the 4% seller's broker commission b. Buyer's Expense Reimbursement: up to $10,000 c. Overbid Deadline: May 9, 2017 at 12:00 p.m. (PST) d. Overbid Increments: $15,000 e. Bid Deposit: $100,000 f. Auction: An auction will be conducted at the hearing set for the Motion, either in the courtroom or elsewhere, as ordered by the Court. The Debtor submits that the bidding procedures are reasonable, appropriate, and satisfy the business judgment rule. The bidding procedures will result in a fair and reasonable price for the Property. Subject to Court approval, the Debtor asks approval for the Sale of the Property, to the Buyer, or any successful qualified Overbidder, free and clear of all liens, claims, and encumbrances. As part of the approval of the Sale of the Property, he also asks authority to pay certain costs of sale (estimated to be $14,300), the broker's commission (estimated to be $57,200), association fees, the Buyer's Expense Reimbursement, if any, and accrued real property taxes upon the close of escrow. As of the filing of the Motion, the Debtor is aware of the following asserted liens or other interests in the Property: (i) a tax lien asserted by the OC Tax against the Property (estimated to be $196,951.92); and (ii) two cross-defaulted liens held by the Bank in the original principle amount of $500,000 and $1,762,000. Any undisputed claims of the OC Tax and Bank will be paid from the proceeds of the sale. Any net sales proceeds remaining after payment in full of the foregoing claims and interests will be paid directly from escrow to SulmeyerKupetz's client trust account, to assist Kirk Nguyen, the designated disbursing agent under the Joint Plan, to distribute the sales proceeds to all remaining creditors in accordance with the Joint Plan and Confirmation Order and thereafter to distribute any surplus to the Debtor. The facts reflect that the Debtor's decision to sell the Property is supported by sound business judgment because the price is fair and the Sale will maximize the value of the Property for the benefit of his Estate and effectuate the provisions of the Joint Plan. The sale price is fair based upon the extensive marketing of the Property, listing prices of comparable parcels of real property, and the Broker's inspection of the Property. The sale price of $1,430,000, subject to overbid opportunity, will ensure that the highest and best value is achieved from the sale and maximize the proceeds available to satisfy all remaining outstanding claims. The Debtor asks the Court to waive the 14-day stay prescribed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure to expedite the consummation of the Sale and the infusion of the net sale proceeds to the Estate. Moreover, the deadline to pay all secured claims in full is fast approaching and waiver will help to avoid the potential for default. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Paul_Nguyen_168_Sales.pdf The Buyer can be reached at: THE COHEN FAMILY TRUST Philip C. Cohen Principal/Trustee 9838 Research Drive Irvine, CA 92618 Telephone: (949) 790-3160 Facsimile: (949) 790-3177 E-mail: pcohen@leeirvine.com About Paul Chieu Nguyen Paul Chieu Nguyen sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11619) on April 15, 2016. The Debtor estimated assets and liabilities of $1,000,001 to $10 million. The Debtor tapped David S Kupetz, Esq., at Sulmeyer Kupetz, as counsel. PAWS AND CLAWS: Court Extends Plan Filing Period to May 15 ---------------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina extended the exclusive time by which Paws and Claws Pet Inn, LLC must file a plan of reorganization and disclosure statement to and including May 15, 2017, and the exclusive time by which the plan of reorganization must be accepted to and including July 14, 2017. The Troubled Company Reporter has previously reported that the Debtor sought an extension of its exclusivity periods as it intends to propose a liquidating plan that would involve the sale of substantially all of the estate's assets, and needs 60 days in order to allow time for a tenant to make her bid and for the Debtor to establish procedures for a sale. The Debtor told the Court that the tenant on its property in Rougemont has indicated her intention to make an offer to purchase the assets of the estate, and there have been discussions about the tenant serving as the stalking horse bidder in an auction pursuant to section 363 of the Bankruptcy Code. About Paws and Claws Pet Inn, LLC Paws and Claws Pet Inn, LLC, filed a Chapter 11 petition (Bankr. M.D. N.C. Case No. 16-81010) on November 14, 2016. The Petition was signed by Patricia R. Williford, Member/Manager. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor is represented by James C. White, Esq. at the law office of Parry Tyndall White. The Debtor tapped Donna Ray Berkelhammer, Esq., at Berkelhammer Law PC, dba Legal Direction as special counsel. PAYLESS HOLDINGS: Taps Guggenheim Securities as Investment Banker ----------------------------------------------------------------- Payless Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire an investment banker. The company proposes to hire Guggenheim Securities, LLC to provide these services in connection with its Chapter 11 case and those of its affiliates: (a) provide financial advice and assistance to the Debtors in developing and seeking approval of any transaction, including a plan of reorganization; (b) participate in the negotiation with creditors, investors and other parties with respect to any transaction; (c) participate in hearings before the bankruptcy court; (d) review and analyze the business, financial condition and prospects of the Debtors; (e) evaluate the Debtors' liabilities, debt capacity and strategic and financial alternatives; (f) evaluate from a financial and capital markets point of view of alternative structures and strategies for implementing the transaction; (g) advise the Debtors in connection with discussions with their lenders and other creditors with respect to a transaction; (h) prepare offering, marketing or other transaction materials concerning the Debtors and the transaction for distribution and presentation to creditors or investors; (i) identify, solicit and review proposals received from the investors and other prospective counterparties; and (j) negotiate such transaction with the investors and, if requested by the Debtors, other transaction counterparties. Guggenheim Securities and the Debtors have agreed on these terms of compensation: (a) A non-refundable monthly cash fee of $150,000, payable in advance commencing on December 1, 2016, and continuing on the first day of each month thereafter. (b) Upon the consummation of a restructuring transaction, a $7 million fee. However, in the case of a "restructuring transaction fee" payable in connection with a pre- packaged or similar plan, 100% of such fee will be payable prior to the commencement of the bankruptcy case; and in the case of a restructuring transaction fee payable in connection with a pre-arranged or similar plan, 50% of the fee will be payable prior to the commencement of the case, with the remaining 50% to be payable promptly upon the consummation of the transaction. Guggenheim will only be entitled to one restructuring transaction fee. (c) If the Debtors consummate any financing transaction, a fee equal to the sum of: (i) 1% of the aggregate face amount of any new debt obligations (other than any excluded debt portion) to be issued or raised by the Debtors secured by first priority liens over their assets, plus (ii) 3% of the aggregate face amount of any other new debt obligations (other than any excluded debt portion) to be issued or raised by the Debtors, plus (iii) 5% of the aggregate face amount or stated value of any new capital issued or raised by the Debtors in any equity financing, and (iv) with respect to any other securities or indebtedness issued that is not otherwise covered by (i) to (iii) above, such financing fees, underwriting discounts, placement fees or other compensation as customary under the circumstances and agreed in advance by the Debtors and Guggenheim. More than one financing fee may be payable to Guggenheim. In addition to fees, the Debtors will reimburse the firm for work-related expenses provided that the total amount will not exceed $25,000 per month without their prior approval. Guggenheim is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Stuart Erickson Guggenheim Securities, LLC 330 Madison Avenue New York, NY 10017 Phone: 212-739-0700 About Payless Holdings Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PAYLESS HOLDINGS: Taps Retail Consulting as Real Estate Advisor --------------------------------------------------------------- Payless Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire a real estate advisor. The company proposes to hire Retail Consulting Services, Inc. to provide real estate advisory and disposition services in connection with its Chapter 11 case and those of its affiliates. Specifically, the firm will: (a) prepare a lease portfolio book organized by landlord and by store showing current lease terms, sales, profits, and occupancy cost and store contribution percentages relative to sales; (b) create a site ranking report by contribution, revenues, and occupancy costs; (c) perform a rejection claim analysis; (d) undertake an in-depth analysis of all assigned leased real estate assets; (e) contact each designated landlord with respect to negotiation of the said goals and parameters such as rent reductions, term modifications, lease extensions and any other modification deemed necessary for all of the Debtors' leaseholds, or designated properties; (f) work with landlords and the Debtors to document all lease modification proposals, and provide status reports that will reflect current progress; (g) attend court hearings and meetings when requested to do so by the Debtors; (h) coordinate all real estate matters with the Debtors and their counsel with respect to the real estate action plan, progress and ongoing modifications to the plan; (i) perform desktop leasehold valuations for certain assets; (j) negotiate waivers, reductions or payout terms for pre- bankruptcy cure amounts owed to landlords at the time of assumption of a lease; and (k) conduct negotiations with respect to mitigating the lessor's allowed rejection claims. The additional real estate disposition services to be provided by the firm will include: (i) creating a marketing program and budget; (ii) using all professional contacts, mailing lists and other resources available to RCS to market the identified disposition properties; (iii) preparing and disseminating marketing materials; (iv) communicating with parties who have expressed an interest in a disposition property and will endeavor to locate additional parties who may have an interest in the purchase of a disposition property; (v) responding to and providing information necessary to negotiate with and solicit offers from prospective purchasers or settlements from landlords, and making recommendations to the Debtors as to the advisability of accepting particular offers or settlements. Moreover, RCS will have the sole authority to offer for disposition, on terms and conditions established by the Debtors, all properties designated in writing by the Debtors for sale or other disposition on an "exclusive right to sell" basis. The principal terms of the fee structure are: (i) Retainer Credit. Under a previous engagement, RCS was paid a non-refundable retainer fee of $200,000, which had been earned and paid prior to the petition date; provided the prior payment will also serve as a non-refundable retainer such that that the prior payment may be applied against future fees payable to the firm after $800,000 in fees have been paid to the firm. In other words, after RCS receives payment of $800,000 in fees on account of the post-petition services to be rendered pursuant to the engagement letter, the Debtors will receive a credit for the next $200,000 in fees otherwise payable. (ii) Reduction Fee. For renegotiating the terms of any of the Debtors' leases, RCS will be entitled to percentage commission fee compensation or the so-called reduction fee based on the rate schedule provided in the engagement letter (ranging between 0% to 4.5%) of the difference between (1) the original lease terms prior to any rent or other occupancy cost, and (2) the reduced rent renegotiated by RCS. (iii) Disposition Properties Transaction Fee. The services provided by RCS will include the marketing and sale on an exclusive right to sell basis those real property interests, including leases, designated by the Debtors. The firm will be entitled to receive an amount equal to a rate of 4% of gross proceeds until such time as the Debtors have realized $500,000 of gross proceeds, and thereafter the rate will be 3%. RCS will be paid an hourly fee for real estate consulting services, which are beyond the scope of the engagement letter; litigation support; and time spent as a witness in any contested matter. The hourly rates are: President $750 Senior Vice-President $650 Vice-President $550 Paralegal $375 Administrators $250 The firm will also receive reimbursement for work-related expenses. Meanwhile, marketing expenses must be pre-approved by the Debtors and their obligation to pay marketing expenses will not exceed $5,000. Ivan Friedman, president and chief executive officer of Retail Consulting, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ivan L. Friedman Retail Consulting Services, Inc. 460 West 34th Street, 4th Floor New York, NY 10001 Tel: 212-239-1100 Fax: 212-268-5484 About Payless Holdings Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PICO HOLDINGS: Century Offers $11.35 for UCP; Bidding Begins ------------------------------------------------------------ Homebuilder Century Communities, Inc., is offering $11.35 per share to purchase UCP. The activist bloggers at http://www.ReformPICONow.comprovide details. "Century offers UCP shareowners $5.32 in cash and 0.2309 shares of Century Communities for each UCP share owned. The deal is worth about $11.35 per UCP share, depending on Century's stock price. Tangible book value of UCP is about $12.13 per share; the discount is about 5%. Both the UCP and Century Boards have approved the deal. Both Boards will recommend it to their shareowners. PICO Holdings, majority owner of UCP, has entered into a Voting Agreement, whereby it will vote its roughly 57% stake in favor of the transaction. Per the Agreement and Plan of Merger, UCP must terminate all conversations and interactions with other potential UCP purchasers. UCP may not actively solicit or seek an alternative transaction. The bloggers explain, "While this may sound like a strict 'No Shop' clause, one legally-versed member of our panel commented, 'That just means UCP and its bankers can't make outbound calls.' If another bidder comes forward with a viable bid superior to the Century offer, UCP may pursue it. During that process, UCP must keep Century intimately informed. Century may match any alternative offer. If the Century deal is called off in favor of a superior transaction, Century will collect a $7 million termination fee. Within 3 weeks, Century will file with the SEC its 2017 Proxy Statement combined with the transaction's S-4. This document will contain the 'Deal Narrative,' which will provide many clarifications." As shareholders in both PICO and UCP, the bloggers are pleased. They said, "We view this transaction as an enormous positive for both UCP and PICO shareowners. If we had to guess, we'd say that UCP was probably talking to multiple potential purchasers. Century was the most aggressive and demanded certain protections and rights. UCP readily agreed. As a result, there's now a floor on the UCP share price, the October debt maturity has a solution, and UCP is effectively in play. We view a forthcoming superior offer as likely, given that we estimate the fair market value of UCP's assets to be greater than $11.75 -- which is the deal price plus the termination fee." "We believe UCP will garner a higher price for several reasons. First, we believe that the fair market value for UCP's assets is higher than Century's offer. Second, UCP and Century enjoy almost no overlap; an in-market strategic buyer can offer a higher price expecting to realize efficiencies. Third, we believe that no real bidding has taken place, as potential acquirers were scared off by tumultuous change and uncertain leadership at UCP. Fourth, the UCP portfolio has scarcity value; it's not every day that a large builder can write one check to snatch 6,638 owned and controlled lots in some of America's best housing markets. Last, UCP's poor corporate governance and management present an unusual cost saving opportunity; no UCP executive or director need be retained." The bloggers ponder what PICO will do with its UCP proceeds? "At current prices, PICO stands to receive roughly $118 million in value. Upon closing, PICO will receive roughly $55 million in cash and 2.4 million Century shares. PICO must hold its Century shares for 60 days after the merger. Between Day 61 and Day 210 following the merger, PICO may sell 5% of Century outstanding shares every 50 days. After 210 days have elapsed, PICO may sell its Century shares at will. "We speculate that PICO will unload its Century stake at the first opportunity, which would be a sale of roughly 1.25 million Century shares on Day 61 and a sale of the remaining roughly 1.15 million shares on Day 111. There are a few reasons for this prediction. First, we believe that Daniel Silvers and his Board are aware that homebuilding is a tough business, characterized by low profitability, low barriers to entry, substantial operating risk and volatile industry conditions. Second, we believe that our large shareowner Directors Eric Speron and Greg Bylinsky will demand a return of capital. Third, no PICO representative will join the Century Board, which would be unusual for a 9% owner with long term intentions. Last, monetization and return of capital are the only mandates PICO has today." The bloggers reverse engineer UCP CEO Dustin Bogue's bonus and express dissatisfaction. "Century will pay Mr. Bogue a one-time deal bonus of three times the sum of base salary and average annual bonus for the past three fiscal years, which totals to $1,972,639. If our math is correct, Chairman Michael Cortney and Director Peter Lori, members of the dubiously configured UCP Compensation Committee, awarded Mr. Bogue a bonus of $266,639 for 2016. Given that UCP's annual metrics were below industry averages and UCP destroyed over $20 million in economic value, we find a bonus payment inappropriate and irrational. Messrs. Cortney and Lori continue to prove to UCP owners why they are unfit to steward a public corporation. We will wait for the UCP 2017 Proxy Statement to verify." The bloggers compliment the PICO Board. "PICO has efficiently resolved what could have been an enormous headache. If UCP had gone corporate governance rogue, it could have been 2 years to monetization. Now, PICO gets a floor for its UCP stake, liquidity to monetize and a de facto auction to sell UCP to the highest and best bidder." "In this situation, there is not much blame or credit to distribute. Fate simply smiled upon UCP and PICO shareowners -- something that has rarely happened in the last 5 years." PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $676 million in assets and $428 million in shareholder equity as of December 31, 2016. Amundi and River Road Asset Management LLC collectively own more than 16% of PICO. Other activists at http://ReformPICONow.com/(RPN) have taken to the Internet to advance the shareholder cause. PMO CARE PLLC: Seeks Authorization on Cash Collateral Use --------------------------------------------------------- PMO Care PLLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Washington to use cash collateral in which certain parties assert a security interest. The Debtor represents that it has insufficient funds to operate its business as it holds no unencumbered funds nor sources of unencumbered funds. As such, the present circumstances require the Debtor to make use of cash collateral in order to maintain its ongoing business for the benefit of its estate and creditors, in order to avoid immediate and irreparable harm to its business pending a final hearing. The Debtor claims that without use of cash collateral, it will be unable to pay its ongoing operating expenses, including payroll. The Debtor intends to use cash collateral in accordance with the Budget, which sets forth expenses as follows: Total Expenses -------------- Apr 2017 $146,035 May 2017 $163,088 June 2017 $187,680 July 2017 $194,426 August 2017 $185,849 September 2017 $182,468 The Debtor owes HomeStreet Bank, Inc., Small Business Association 7A business loan, in the approximate sum of $890,000, secured by a first position security interest in the Debtor's assets, including accounts, equipment, inventory and general intangibles, pursuant to a Commercial Security Agreement. The SBA loan required that Jill Franskousky, as the current sole Member, provide a personal guarantee. In order to fund this Mrs. Franskousky obtained a second mortgage to her primary residence, and marital homestead, which is located in Florida. The Debtor has purchased PMO Care from Martin Shultz, on or before December of 2015 as a member stock purchase of an LLC. The terms of the agreement was a purchase price of approximately $2.2 million based solely on Mr. Shultz' projections. Upon closing Mr. Shultz received $675,000 and holds a $1.5 million subordinate note with the primary financing being provided by HomeStreet Bank's 7A SBA loan program in the approximate amount of $935,000. The Debtor proposes to provide adequate protection of the interests of the parties asserting interests in its cash collateral, specifically HomeStreet Bank, by granting HomeStreet Bank liens in assets of the same kind, type, and nature as the prepetition collateral in which HomeStreet Bank held a lien that is acquired after the Petition Date and all proceeds of the postpetition collateral, to the extent of any diminution in HomeStreet Bank's interests in prepetition collateral as a result of the Debtor use of cash collateral. In addition, all obligations subject to the postpetition liens have priority in payment over all other administrative expenses of the estate, to the extent that the postpetition liens are insufficient to compensate HomeStreet Bank for any diminution in the value of its interests as a result of the Debtor's use of cash collateral. HomeStreet Bank will also be granted a replacement lien in post-petition assets of the same type in which its prepetition lien attached, in the same priority and validity as its prepetition lien, as necessary to secure the diminution in HomeStreet Bank's interest, if any, as a result of the Debtor's use of cash collateral. As further adequate protection, the Debtor will maintain insurance on its assets as the same existed as of the Petition Date and will provide meaningful reporting to HomeStreet Bank during the case. A full-text copy of the Debtor's Motion, dated April 19, 2017, is available at https://is.gd/Poyd7y About PMO Care PLLC Based in Bellevue, Washington, PMO Care PLLC, doing business as Integra Health -- http://www.integra-hc.com/-- provides treatment for patients suffering from opioid addiction. Integra also gives chemical dependency counseling and education. PMO Care PLLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-11606) on April 7, 2017. Jill G Franskousky, the CEO, signed the petition. Judge Christopher M Alston is the case judge. Tuella O Sykes, Esq., at the Law Offices of Tuella O. Sykes, is serving as counsel to the Debtor. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. PSH PROPERTIES: Seeks to Hire Tarbox Law as Legal Counsel --------------------------------------------------------- PSH Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. The Debtor proposes to hire Tarbox Law, P.C. to prepare a plan of reorganization, assist in the sale of its assets, and provide other legal services related to its Chapter 11 case. Max Tarbox, Esq., disclosed in a court filing that he has no connection with creditors or other parties that hold interests adverse to the Debtor. The firm can be reached through: Max Ralph Tarbox, Esq. Tarbox Law, P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806)686-4448 Email: jessica@tarboxlaw.com About PSH Properties LLC PSH Properties, LLC is a small nonresidential building operator located in Lubbock, Texas. PSH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-50102) on April 10, 2017. The petition was signed by David Hodges, managing member. The case is assigned to Judge Robert L. Jones. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. PURPLE HOUSE: Seeks to Hire Russack Associates as Legal Counsel --------------------------------------------------------------- Purple House, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Russack Associates, LLC as its legal counsel. The firm will provide the Debtor with legal advice on the continued management of its property, assist in the preparation of a bankruptcy plan, represent the Debtor in litigation, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Senior Attorney $450 Managing Partner $375 Paralegal $200 Secretary/Receptionist No charge Russack Associates received $2,500 for filing fees and preliminary legal work related to the case prior to the Debtor's bankruptcy filing. In a court filing, Daniel Staeven, Esq., disclosed that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Daniel A. Staeven, Esq. Russack Associates LLC 100 Severn Ave. Suite 101 Annapolis, MD 21403 Tel: 410-505-4150 Fax: 410-510-1390 Email: dan@russacklaw.com About Purple House LLC Based in Tilghman, Maryland, Purple House LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-15339) on April 17, 2017. The petition was signed by Alexander Doty, sole member. The case is assigned to Judge Thomas J. Catliota. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. The Debtor's primary asset is located at Tilghman Road Lot 105x Tilghman, Maryland. RELIABLE HUMAN: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Reliable Human Services, Inc. as of April 21, according to a court docket. About Reliable Human Services Reliable Human Services, Inc. was incorporated on October 24, 2006 in Minnesota. The Debtor provides home health care services for clients who require assistance on a daily basis while living in their home or with a family member. It provides care for clients on Medical Assistance, UCare, Medica and BlueCross. The Debtor, which is owned by its executive director Christian K. Kolleh, employs 20 nurses and 90 personal care attendants. The company's office is located at 5701 Shingle Creek Parkway, Suite 470, Brooklyn Center, Minnesota. The Debtor filed a Chapter 11 petition (Bankr. D. Minn. Case No. 16-43368) on November 15, 2016. The petition was signed by Christian K. Kolleh, president. The Debtor is represented by Steven B. Nosek, Esq., Steven B. Nosek, P.A. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $500,000 to $1 million. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay unsecured creditors 5% of their claims. RELIANCE INTERMEDIATE: S&P Puts 'BB+' CCR on CreditWatch Positive ----------------------------------------------------------------- S&P Global Ratings said it placed its 'BB+' long-term corporate credit rating on Reliance Intermediate Holdings L.P. (RIHLP) and subsidiary Reliance L.P. (collectively, Reliance) on CreditWatch with positive implications. At the same time, S&P Global Ratings placed its 'BB-' issue-level rating on RIHLP's US$375 million notes on CreditWatch with positive implications. S&P Global Ratings also affirmed its 'BBB-' issue-level rating on Reliance L.P.'s senior secured notes, and does not expect to change this rating once it resolves its CreditWatch on the other ratings. "The CreditWatch placement on Reliance reflects our view that an upgrade is likely to occur on close of the transaction plan for Cheung Kong Property Holdings Ltd., via its subsidiary CKP (Canada) Holdings Ltd., to acquire Reliance from investment funds managed by Alinda Capital Partners LLC for C$2.82 billion," said S&P Global Ratings credit analyst Alessio Di Francesco. "We expect the transaction to close within the next three months," Mr. Di Francesco added. S&P's CreditWatch placement incorporates its view that the incoming owners belong to a group with a stronger credit profile than Reliance. Furthermore, S&P believes this group will be a long-term investor and is likely to provide support to Reliance should it fall into financial difficulty. S&P believes distribution policies under Cheung Kong Properties' ownership will be more conservative than those of Alinda. As such, S&P forecasts adjusted debt-to-EBITDA will be below 5x at year-end 2017 and continue to improve through 2018. S&P also assumes that Reliance is likely to hedge a portion of its foreign currency exposure on the U.S.-dollar-denominated notes issued at RIHLP. S&P intends to resolve this CreditWatch on close of the acquisition, which S&P expects to occur within the next three months. At that time, S&P would likely raise its long-term corporate credit rating on Reliance by one notch. REVOLUTION ALUMINUM: Taps Beau Box as Broker & Manager ------------------------------------------------------ Revolution Aluminum Propco, LLC has filed an application seeking approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Beau Box Real Estate. The firm will serve as real estate broker in connection with the sale of the Debtor's real property located in Pineville, Louisiana; and as manager, with authority as limited by the Articles of Organization and the terms of the proposed order granting the application. As manager, Beau Box will have the authority to market the real property or the Debtor's business; accept any offer to purchase or lease the property or the business; and execute documents to consummate the sale. The firm, however, will not be authorized to direct the Debtor's legal counsel to take or not take any actions except to direct them to prepare and file pleadings for approval of any sale or lease of the property. Box will receive a commission of 6% on the first $2 million sales price of the property, and a commission of 2% on any amount above the first $2 million. The firm has not received any payments from the Debtor in the one-year period prior to the bankruptcy filing. The firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. Box can be reached through: Beau J. Box Beau Box Real Estate Baton Rouge Office 5500 Bankers Avenue Baton Rouge, LA 70808 Tel: 225.237.3343 Fax: 225.237.3344 About Revolution Aluminum Propco Ryan & Associates, Inc., Engineered Products, Inc., and Tina J. Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case No. 16-81024) against Revolution Aluminum Propco, LLC on Sept. 15, 2016. The court entered an order officially placing the Debtor in bankruptcy on Feb. 1, 2017. The petitioning creditors are represented by Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell. The Debtor is represented by Steffes, Vingiello & McKenzie, LLC. On March 16, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Gold Weems Bruser Sues & Rundell, APLC, as counsel. No trustee or examiner has been appointed although a motion filed by the petitioning creditors to appoint a trustee is pending. ROBISON TIRE: Chapter 11 Plan and Disclosure Statement Filed ------------------------------------------------------------ Robison Tire Company, Inc. on April 24, 2017, filed a Chapter 11 plan and Disclosure Statement. Judge Katharine M. Samson ruled that Robison Tire's deadline to file a plan of reorganization and disclosure statement is March 31, 2017. The Debtor previously sought for an extension through April 21, 2017. About Robison Tire Since the early 1970's, Robison Tire Co., Inc., has been an authorized wholesaler and retailer of a number of the brands, including Armour, Bridgestone, Goodyear, Hankook, Hercules and Toyo. Robison Tire Co., Inc. sought the Chapter 11 protection (Bankr. S.D. Miss. Case No. 16-51183) on July 14, 2016. The petition was signed by Michael Windham, president. Judge Katharine M. Samson is assigned to the case. The Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. Jarrett Little, Esq. at Lentz & Little, PA serves as the Debtor's Counsel, while Corlew Munford & Smith, PLLC acts as special counsel. The Debtor employs Taylor Auction & Realty, Inc. as auctioneer and appraiser; and Molloy-Seidenburg & Co., P.A. as accountant. No official committee of unsecured creditors has been appointed in the case. ROSETTA TAXI: Seeks to Hire Sommerstein as Legal Counsel -------------------------------------------------------- Rosetta Taxi, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire legal counsel. The Debtor proposes to hire the Law Offices of John F. Sommerstein to assist in the preparation of a Chapter 11 plan of reorganization, and provide other legal services related to its bankruptcy case. John Sommerstein, Esq., will charge an hourly fee of $375. He received a retainer of $4,500, plus $1,717, which was used to pay the filing fee. Mr. Sommerstein disclosed in a court filing that he and each member of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Sommerstein, Esq. Law Offices of John F. Sommerstein 98 North Washington Boston, MA 02114 Phone: (617) 523-7474 Email: jfsommer@aol.com About Rosetta Taxi Inc. Rosetta Taxi, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-11371) on April 17, 2017. The petition was signed by Raymond Kario, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. RUPARI HOLDING: Taps Donlin Recano as Administrative Agent ---------------------------------------------------------- Rupari Holding Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire an administrative agent. The company proposes to hire Donlin, Recano & Company, Inc. to provide these services: (a) assist in the solicitation, balloting, tabulation and calculation of votes, and in the preparation of reports required for confirmation of a plan of reorganization; (b) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; (c) handle requests for documents in connection with the balloting services; (d) gather data and assist in the preparation of schedules of assets and liabilities of Rupari and its affiliates; (e) provide a confidential data room, if requested; and (f) manage and coordinate any distributions pursuant to a confirmed plan of reorganization or otherwise. The hourly rates charged by the firm are: Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Roland Tomforde, chief operating officer of Donlin, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Roland Tomforde Donlin, Recano & Company, Inc. 6201 15th Avenue Brooklyn, New York 11219 Tel: (212) 481-1411 About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. No trustee, examiner, or official committee of unsecured creditors has been appointed in the Debtors' chapter 11 cases. RUPARI HOLDING: Taps Kinetic Advisors as Financial Advisor ---------------------------------------------------------- Rupari Holding Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire a financial advisor and investment banker. The company proposes to hire Kinetic Advisors LLC to provide these services in connection with its Chapter 11 case and those of its affiliates: (a) analyze cash position and evaluate financial results; (b) assist with cash flow modeling and projections, and prepare 13-week cash budgets; (c) identify critical issues regarding key stakeholders; (d) arrange Chapter 11 financing as necessary; (e) manage sale process; (f) assist in negotiating with constituents; (g) analyze and negotiate claims; (h) analyze executory contracts; and (i) manage closing and provide expert testimony. Kinetic Advisors will receive a monthly fee in the amount of $125,000 until the termination of the employment or the closing of the transaction. Regardless of whether the transaction is consummated out of court or in Chapter 11, the firm will receive a fee equal to 1.5% of the transaction value (i) during the term of the employment, or (ii) during the tail period (defined as 18 months from termination of the engagement). The fee will be no less than $500,000 and paid from the sale proceeds at closing. Sudhin Roy, senior managing director of Kinetic, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sudhin Roy Kinetic Advisors LLC 805 Third Avenue, Floor 14 New York, NY 10022 Phone: 917.338.1260 Fax: 917.591.7191 Email: info@kineticadvisors.com About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. No trustee, examiner, or official committee of unsecured creditors has been appointed in the Debtors' chapter 11 cases. RUPARI HOLDING: Tony Roma's Tries to Block Bid Procedures Okay -------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that Tony Roma's filed with the U.S. Bankruptcy Court for the District of Delaware an objection to proposed bid procedures that would govern a bankruptcy auction for the assets of Rupari Food Services Inc. The licensing agreement between the two companies was no longer valid and couldn't be included in a stalking horse package, Law306 relates, citing Tony Roma's. According to the report, Romacorp Inc., Tony Roma's parent company, said it had ended the licensing agreement that let the Debtor make and sell meat products using the trademarks of Tony Roma's. About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. No trustee, examiner, or official committee of unsecured creditors has been appointed in the Debtors' chapter 11 cases. RV COLLISION: Principals Pay $10,000 Initial Retainer to Voorhees ----------------------------------------------------------------- RV Collision and Restoration, LLC has filed an amended application with the U.S. Bankruptcy Court for the Middle District of Florida to hire Tyler S. Van Voorhees Law, LLC as its legal counsel. The Debtor disclosed that payment of the initial retainer to the firm was made by its principals, Sergio and Armando Salinas, using their personal funds. Going forward, the Debtor will be expected to pay its own attorney fees and costs, according to the court filing. Meanwhile, Tyler Van Voorhees, Esq., disclosed in a declaration that the amount paid as initial retainer is $10,000. The attorney also disclosed that he will be charging the Debtor an hourly fee of $250 for his services. About RV Collision and Restoration RV Collision and Restoration, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01590) on March 13, 2017, listing under $1 million in both assets and liabilities. RWK ELECTRIC: Taps Dickinson Wright as Receivables Counsel ---------------------------------------------------------- RWK Electric Co., Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Dickinson Wright, PLLC as special counsel. Dickinson will represent the Debtor in the collection of pre-bankruptcy receivables. The hourly rates charged by the firm are: J. Gregory Cahill $350 Associate Attorney $225 Law Clerk/Paralegal $175 The Debtor has not provided a retainer to J. Gregory Cahill, Esq., the attorney at Dickinson who will be primarily responsible for representing the Debtor. Mr. Cahill does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. Dickinson can be reached through: J. Gregory Cahill, Esq. Dickinson Wright PLLC 1850 North Central Avenue, Suite 1400 Phoenix, AZ 85004 Tel: 602-285-5000/602-889-5350 Fax: 844-670-6009 Email: Gcahill@dickinsonwright.com About RWK Electric Co. RWK Electric Co., Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-14195) on Dec. 16, 2016. The petition was signed by Rodney W. Kawulok, president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Allen Barnes & Jones, PLC represents the Debtor as counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. SAEXPLORATION HOLDINGS: Wins $20 Million of New Project Awards -------------------------------------------------------------- SAExploration Holdings, Inc., announced new project awards for onshore logistical support and seismic data acquisition services in North and South America, collectively valued at approximately $20 million. All the projects are expected to be performed during the second half of 2017. The projects are located in Colombia and Canada. All projects will cover different, yet equally challenging terrain and require specialized knowledge of the surrounding environments. SAE will provide a full suite of in-house logistical services in advance of and throughout the life of these projects, which will utilize currently available equipment and personnel. No new capital expenditures are required to execute these projects. About SAExploration Holdings SAExploration Holdings, Inc. (NASDAQ: SAEX) and its subsidiaries are internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones between land and water, and offshore in depths reaching 3,000 meters, the Company offers a full-suite of logistical support and in-field data processing services. The Company operates crews around the world that are supported by over 29,500 owned land and marine channels of seismic data acquisition equipment and other leased equipment as needed to complete particular projects. SAExploration reported a net loss attributable to the Company of $25.03 million on $205.56 million of revenue from services for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $9.87 million on $228.13 million of revenue from services for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $201.65 million in total assets, $163.59 million in total liabilities and $38.06 million in total stockholders' equity. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. In September 2016, Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. SAMUEL MOORE: Tanney Buying Bethel Park Property for $185K ---------------------------------------------------------- Samuel A. Moore and Laurie Moore ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of real property identified as 5311 Brightwood Road, Bethel Park, Pennsylvania, to John R. Tanney for $185,000, subject to higher and better offers. A hearing on the Motion is set for May 11, 2017 at 10:30 a.m. The objection deadline is May 6, 2017. The Debtors and the Buyer executed an agreement of sale. The sale was subject to a financing contingency. The Buyer paid a good faith hand money deposit of $5,000 which was deposited in the IOLTA account of Mr. Moore. The lien creditors are: a. A mortgage in favor of PNC Bank, dated Feb. 14, 2002, and which was recorded on Feb. 21, 2002, at MBV 22252, pg 239, in the Recorder's Office of Allegheny County, in the face amount of $110,000. This mortgage was granted to National City Bank and it was assigned to PNC Bank. The Debtors have filed an objection to the claim of PNC Bank at Document 205; at the time the Motion was filed the amount due is still in dispute. b. A federal tax lien filed at FTL 14-1432 filed on Dec. 2, 2014, in the face amount of $80,291; c. A federal tax lien filed at FTL 07-1571 filed on Aug. 20, 2007, in the face amount of $52,680; d. A federal tax lien filed at FTL 13-1289 filed on Nov. 20, 2013, in the face amount of $35,115; e. A federal tax lien filed at FTL 13-1290 filed on Nov. 20, 2013, in the face amount of $23,886; f. A federal tax lien filed at FTL 13-1291 filed on Nov. 20, 2013, in the face amount of $519; g. A federal tax lien filed at FTL 08-0175 filed on Feb. 13, 2008, in the face amount of $23,182; h. Allegheny County real estate taxes which are liens on the subject property; i. Municipality of Bethel Park real estate taxes which are liens on the subject property; and j. Unpaid Bethel Park School District real estate taxes which are liens on the subject property. The sale is an "as is, where is," free and clear of all liens and encumbrances and claims against the Debtors. The Debtors reserve the right to challenge the validity of any lien or claim at the time of distribution if there are proceeds of sale. The sale is to "bona fide" purchasers in accordance with the holding of In re: Abbots Dairies of Pennsylvania, Inc., 788 F.2d 143 C.A.3 (Pa) 1986. The Buyer was retained as a real estate broker in the case who is not claiming a real estate commission in the transaction. The Estate will accept higher and better offers at the time of sale. Any bidder will post a non-refundable deposit of $5,000 in certified funds; and will be able to close the sale within 30 days of the Order being entered. The sale is in the best interest of all parties since it will help the Debtors to fund their Chapter 11 Reorganization. Accordingly, the Debtors ask the Court to (a) approve the proposed sale to the Buyer; (b) the settlement and transfer of the property under a sale in order to enable to help the Debtors to fund a Plan; (c) to pay (i) all normal and ordinary settlement charges; (ii) Calaiaro Valencik the fee of $2,000 for legal fees related to the sale; (iii) any unpaid real estate taxes to Allegheny County, Bethel Park Township, and Bethel Park School District, and any lienable claims which would impair clear title; (iv) Calaiaro & Valencik for reimbursement for all for all costs of mailing and copying, and advertising expense, or related to the sale; and (v) $1,350 for U.S. Trustee fees; and (d) escrow the balance pending the confirmation of the Chapter 11 Plan or Order authorizing distribution of any part of the proceeds. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Samuel_Moore_218_Sales.pdf The Purchaser can be reached at: John R. Tanney Telephone: (412) 925-5551 Facsimile: (412) 360-7875 E-mail: john.tanney@exprealty.com Counsel for Debtor: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. CALAIARO VALENCIK 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Telephone: (412) 232-0930 Samuel A. Moore and Laurie A. Moore sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 15-21568) on April 30, 2015. SANDY TRANS: Taps Sommerstein as Legal Counsel ---------------------------------------------- Sandy Trans, Inc. has filed an application seeking approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire legal counsel. The Debtor proposes to hire the Law Offices of John F. Sommerstein to help prepare its plan of reorganization, and provide other legal services related to its Chapter 11 case. John Sommerstein, Esq., will charge an hourly fee of $375. He received a retainer of $4,500, plus $1,717, which was used to pay the filing fee. In a court filing, Mr. Sommerstein disclosed that he and each member of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Sommerstein, Esq. Law Offices of John F. Sommerstein 98 North Washington Boston, MA 02114 Phone: (617) 523-7474 Email: jfsommer@aol.com About Sandy Trans Inc. Sandy Trans, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-11372) on April 17, 2017. The petition was signed by Raymond Kario, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. SAVANNA ENERGY: Enters Into Temporary Waiver Agreement ------------------------------------------------------ Savanna Energy Services Corp. (SVY) on April 24, 2017, disclosed that, in connection with the acquisition by Total Energy Services Inc. of more than 50% of the outstanding common shares of Savanna pursuant to Total's offer to purchase all of the common shares of Savanna (the "Change of Control"), Savanna has issued a Notice of Change of Control and Change of Control Offer (the "Offer") to repurchase the outstanding Cdn. $107.085 million aggregate principal amount of 7.00% senior unsecured notes of Savanna due 2018 (the "Notes") at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on such Notes up to, but excluding, the date of purchase. The Offer is open for acceptance by the holders of the Notes until 4:00 p.m. (Calgary time) on Thursday, June 22, 2017. Savanna has entered into an agreement with Phillips, Hager & North Investment Management ("PH&N"), which holds Cdn. $60 million aggregate principal amount of Notes, whereby PH&N has agreed that it will not tender its Notes to the Offer. Should a holder of Notes elect not to tender its Notes to the Offer, such Notes will remain outstanding as obligations of Savanna and will mature as originally set out in the indenture governing such Notes. The Board of Directors of Savanna has not made any recommendations with respect to whether holders of the Notes should tender their Notes under the Offer. Each holder must decide whether to tender their Notes under the Offer. Holders are urged to evaluate carefully all information regarding the Notes at http://www.sedar.com/and to consult their own investment, legal, tax and other professional advisors and to make their own decision whether to tender their Notes. Savanna is continuing to review its refinancing options, specifically through engagement with Total with respect to all possible options, and expects that any such refinancing required for the repurchase of any Notes tendered to the Offer prior to expiry of the Offer will be available to Savanna. Savanna also disclosed it has entered into a temporary waiver agreement (the "Waiver") with the lenders of its syndicated credit facilities (the "Credit Facilities"). Pursuant to the Waiver, such lenders have: (a) acknowledged certain defaults under the Credit Facilities that have occurred as a result of the Change of Control and the previously announced demand for payment pursuant to Savanna's second lien credit facility; and (b) waived such defaults until the earliest to occur of: (i) 2 business days immediately preceding the date of any repayment or redemption of the Notes, (ii) the occurrence of any other default or event of default under the Credit Facilities or other credit document, and (iii) May 15, 2017. About Savanna Savanna is a contract drilling and oilfield services company operating in North America and Australia providing a broad range of drilling, well servicing and related services with a focus on fit for purpose technologies and industry-leading Aboriginal relationships. SEGHO TRANS: Seeks to Hire Sommerstein as Legal Counsel ------------------------------------------------------- Segho Trans., Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire the Law Offices of John F. Sommerstein as its legal counsel. The firm will assist the Debtor in the preparation of a Chapter 11 plan of reorganization, and will provide other legal services related to its bankruptcy case. John Sommerstein, Esq., will charge $375 per hour for his services. He received a retainer of $4,500, plus $1,717, which was used to pay the filing fee. In court papers, Mr. Sommerstein disclosed that he and each member of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Sommerstein, Esq. Law Offices of John F. Sommerstein 98 North Washington Boston, MA 02114 Phone: (617) 523-7474 Email: jfsommer@aol.com About Segho Trans. Inc. Segho Trans., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-11373) on April 17, 2017. The petition was signed by Raymond Kario, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. SELINSKY PALMS: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: Selinsky Palms Apartment, LLC 510 W. Tidwell Rd. Houston, TX 77091 Case No.: 17-32434 Business Description: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns Crestmont Village Apartments located 5638 Selinsky Road, Houston, Texas 77048 valued at $2.7 million. Chapter 11 Petition Date: April 21, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Samuel L Milledge, Esq. THE MILLEDGE LAW FIRM, PLLC 2500 East T. C. Jester Blvd, Ste 510 Houston, TX 77008 Tel: 713-812-1409 Fax: 713-812-1418 E-mail: milledge@milledgelawfirm.com Total Assets: $2.7 million Total Liabilities: $607,500 The petition was signed by Amrikh Singh, manager. The list of top 20 unsecured claims contains only one entry: The Milledge Law Firm, PLLC, holding a claim of $7,500. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb17-32434.pdf SKYY LABORATORY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of SKYY Laboratory LLC as of April 21, according to a court docket. About Skyy Laboratory LLC Skyy Laboratory, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-01195) on Feb. 23, 2017. The petition was signed by Corey Lee, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. E. Covington Johnston, Jr., Esq., at Johnston & Street, PLLC, serves as the Debtor's legal counsel. SOUTHEAST ALABAMA FABRICARE: Involuntary Chapter 11 Case Summary ---------------------------------------------------------------- Alleged Debtor: Southeast Alabama Fabricare, Inc. dba Village Cleaners 700 West Carroll St Dothan, AL 36301 Case Number: 17-10825 Business Description: Village Cleaners opened in 1965 as Village One Hour Cleaners at it's original 1,000 sq. ft. location on Fortner St. in Dothan, Alabama. It remained a small neighborhood drycleaner until 1989 when it was purchased by the Morrow family. Since then, Village Cleaners has grown to 7 locations and 65 employees making them the largest dry cleaning operation in the Tri-State area. In August 2005, Village Cleaners moved into its new 13,000 sq. ft. state of the art processing facility located at 700 W. Carroll St. in Dothan. This facility is the second largest dry cleaning plant in the state of Alabama and by far the most modern in the area. Village Cleaners exclusively uses European dry cleaning equipment, the finest and most expensive in the industry. Web site: http://www.villagecleanersinc.com/ Involuntary Chapter 11 Petition Date: April 21, 2017 Court: United States Bankruptcy Court Middle District of Alabama (Dothan) Judge: Hon. William R. Sawyer Alleged Creditors' Counsel: Russell N. Parrish, Esq. FARMER, PRICE, HORNSBY & WEATHERFORD PO Drawer 2228 Dothan, AL 36302 Tel: 334-793-2424 Fax: 334-793-6624 E-mail: rparrish@fphw-law.com Alleged Creditors Nature of Claim Claim Amount ----------------- --------------- ------------ SunSouth Bank Business Debt $1,162,357 108 Jamestown Blvd Dothan, AL 36301 LPW, Inc. Business Debt $61,810 211 Fox Hollow Way Dothan, AL 36301 STILLWATER MINING: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on February 28, 2017, upgraded the senior unsecured ratings on debt issued by Stillwater Mining Co. to B+ from B. Stillwater Mining Company is a palladium and platinum mining company with headquarters located at Littleton, Colorado, United States. It is the only palladium and platinum producer in the USA. SUCCESS INC: AS Peleus to Get More than $976K Under Latest Plan --------------------------------------------------------------- Success Inc. filed with the U.S. Bankruptcy Court for the District of Connecticut its latest disclosure statement, which explains its proposed plan to exit Chapter 11 protection. In the latest filing, the company disclosed that its objection to AS Peleus LLC's had been resolved by stipulation, which provided that the creditor will have an allowed secured claim of $976,469.85 as of the petition date. After application of post-petition "adequate protection" payments, AS Peleus will be paid in full through monthly payments made by Success Inc. in an amount necessary to fully amortize its secured claim over a 20-year period. Success Inc. will start construction of residential units at its property located in Stratford, Connecticut, within four months after it obtains zoning approval and building permits. Commencing upon occupancy of the residential units, the company will make additional monthly payments to AS Peleus in an amount equal to 70% of the net increased rental income from tenants up to a total monthly payment of $10,000. Until paid, the secured creditor will retain its lien, according to Success Inc.'s latest disclosure statement filed on April 4. A copy of the third amended disclosure statement is available for free at: https://is.gd/N8osK1 About Success Inc. Success, Inc. was incorporated on April 24, 1996, for the purpose of acquiring and managing real estate properties, both with existing buildings on them as well as vacant properties, residential as well as commercial. The Debtor currently owns four parcels of real property in Connecticut. Two of these properties are single family residential units, one is a commercial property and one is a vacant parcel of land. The Debtor filed a Chapter 11 petition (Bankr. D. Conn. Case No. 16-50884) on July 1, 2016. The petition was signed by Gus Curcio, Sr., president. The Debtor is represented by Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith, P.C. The case is assigned to Judge Julie A. Manning. The Debtor estimated assets and debts at $1 million to $10 million at the time of the filing. No unsecured creditors' committee, trustee or examiner has been appointed in the Debtor's case. On November 21, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. SUNCOR ENERGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ --------------------------------------------------------- Egan-Jones Ratings Company, on February 27, 2017, upgraded the senior unsecured ratings on debt issued by Suncor Energy Inc. to BB+ from BB. Suncor Energy is a Canadian integrated energy company based in Calgary, Alberta. It specializes in production of synthetic crude from oil sands. SUNEDISON INC: Court Snubs Bid for Discovery -------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that the Hon. Stuart Bernstein of the U.S. Bankruptcy Court for the Southern District of New York denied SunEdison Inc.'s request for a round of discovery to probe claims that it and its clean energy yieldcos owe $231 million under a 2014 wind energy deal, saying it appeared to be an "end-run" around the discovery process in the state case. According to Law360, Judge Bernstein gave the Debtor two weeks to file a brief making a case for why it should be allowed to conduct deposition. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been engaged as special counsel. The Debtors retained Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc., also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNPOWER BY RENEWABLE: Court Extends Plan Exclusivity to May 9 -------------------------------------------------------------- Judge Laura E. Davis extended Sunpower by Renewable Energy Electric, Inc.'s exclusive plan filing period through May 9, 2017, and its exclusive solicitation period through July 8, 2017. About Sunpower by Renewable Energy Electric Sunpower by Renewable Energy Electric, Inc., fdba V.E.C. Inc., fdba Renewable Energy Electric, Inc., based in 7180 Dean Martin Drive, Suite 100, Las Vegas, Nevada, filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14459-led) on August 12, 2016. The petition was signed by Jason M. Vita, president. The case is assigned to Judge Laurel E. Davis. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $1 million to $10 million. The Debtor is a solar energy company and provides solar energy services, including the assessment and installation of solar panels to residential and commercial customers in Nevada, Arizona and California. The Debtor is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Flansburg PLLC. The U.S. Trustee has been unable to appoint an official unsecured creditors committee in the case. SUNPOWER BY RENEWABLE: Court Extends Plan Exclusivity to May 9 -------------------------------------------------------------- Judge Laura E. Davis extended Sunpower by Renewable Energy Electric, Inc.'s exclusive plan filing period through May 9, 2017, and its exclusive solicitation period through July 8, 2017. About Sunpower by Renewable Energy Electric Sunpower by Renewable Energy Electric, Inc., fdba V.E.C. Inc., fdba Renewable Energy Electric, Inc., based in 7180 Dean Martin Drive, Suite 100, Las Vegas, Nevada, filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14459-led) on August 12, 2016. The petition was signed by Jason M. Vita, president. The case is assigned to Judge Laurel E. Davis. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $1 million to $10 million. The Debtor is a solar energy company and provides solar energy services, including the assessment and installation of solar panels to residential and commercial customers in Nevada, Arizona and California. The Debtor is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Flansburg PLLC. The U.S. Trustee has been unable to appoint an official unsecured creditors committee in the case. SUNVALLEY SOLAR: Incurs $999K Net Loss for 2016 ----------------------------------------------- Sunvalley Solar, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $999,118 on $8,492,944 of revenue for the year ended Dec. 31, 2016 compared to net income of $195,811 on $5,788,177 of revenue for the year ended Dec. 31, 2015. The Company's gross revenues, as well as our cost of sales and operating expenses increased significantly in 2016 compared to 2015. One of the reasons for such increases was due to the acquisition of Rayco which had gross revenue of $1,204,913, cost of sales of $1,007,304 and operating expenses of $305,760 in 2016. In addition, the Company had approximately $1.5 million more sales in 2016 compared to 2015. Gross profit margin decreased from 26% in 2015 to 20% in 2016 was mainly due to Rayco having smaller customer projects with lower gross profit margin compared to large-scale customer commercial projects. In addition, the Company hired more installers in 2016 which increase its costs of sales. Its operating expenses increased $1,195,685 on top of Rayco's operating expenses of $305,760 in 2016 compared to 2015. One of the reason was the collection of All Fortune's recovery of bad debt expense of $874,689 recorded in 2015 to reduce its operating expenses by such amount. Other reasons for the increased operating expenses were for salary and wages increased by approximately $235,618 in 2016 as a result of salary compensation related to preferred stock issued during July 2015, telemarketing expense increased of $33,642 and insurance expense increased of $38,677. As of Dec. 31, 2017, Sunvalley Solar had $7,113,985 total assets, $5,246,413 total current liabilities, and $1,867,572 total stockholders' equity. Sadler, Gibb & Associates, LLC ssued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company has suffered net losses and has accumulated a significant deficit. These factors raise substantial doubt about the Comopany's ability to continue as a going concern. The filings are available for free at https://is.gd/W7KpoD About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported net income of $195,811 on $5.78 million of revenues for the year ended Dec. 31, 2015, compared with a net loss of $1.28 million on $3.31 million of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Sunvalley had $6.62 million in total assets, $5.38 million in total liabilities and $1.23 million in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has an accumulated deficit of $3.45 million, which raises substantial doubt about its ability to continue as a going concern. SWIFT ENERGY: Egan-Jones Withdrew 'D' LC Sr. Unsec. Rating ---------------------------------------------------------- Egan-Jones Ratings Company, on February 28, 2017, withdrew D local currency senior unsecured ratings and CCC+ foreign currency senior unsecured rating on debt issued by Swift Energy Co/Texas. Swift Energy Company is an independent oil and gas company that explores, develops, acquires, and operates oil and gas properties. The Company focuses on United States onshore and inland water areas of the Texas and Louisiana Gulf Coast. SWING HOUSE: 7175 WB Seeks Termination of Exclusivity Periods ------------------------------------------------------------- 7175 WB LLC wants to have the exclusivity periods in Swing House Rehearsal and Recording, Inc., et al.'s cases terminated. 7175 seeks a Bankruptcy Order: (i) directing that Swing House and Philip Joseph Jaurigui's May 8 Plan exclusivity period in their cases expire on its own terms, without further extension; and (ii) terminating the "follow-on" exclusivity period under 11 U.S.C. 1121(c)(3)) so that 7175 WB may file and seek acceptances for its own Plan. The Debtors' cases were commenced in order to avoid adverse litigation results in an action commenced by 7175 WB and then pending in the California Superior Court. The parties has since attempted to mediate their issues since early February 2017. 7175 WB said it has consistently requested that mediation involve meaningful discussion of a proposed Chapter 11 Plan, with the participation of all significant constituencies (including, but not limited to, Jonathan Mover -- who, along with Mr. Jaurigui, is a Swing House shareholder, whom 7175 WB understands to be a significant financial backer of Swing House's business, and who has played an active role in Swing House's Chapter 11 case). 7175 WB added that its preliminary research on the Debtors' cases indicates that: -- Swing House has growing revenues; -- Swing House has significant projected annualized EBITDA; and -- A number of claims in the case might be potentially misstated or misclassified. "These modest, uncomplicated Chapter 11 cases have been pending for nearly 6 months -- all without a Plan, and all without the apparent ability or willingness of the debtors to discuss any Plan with their largest (non-insider) general unsecured creditor," 7175 WB said in its court filing. In light of its inability to gain traction in meaningfully discussing a Plan, 7175 WB has concluded that it must seek the ability to file its own. A hearing will be convened on May 2, 2017, at 2:30 p.m., for the Court to consider the Exclusivity Termination Motion. 7175 WB LLC is represented by: MICHAEL D. GOOD, Esq. SOUTH BAY LAW FIRM 3655 Torrance Blvd., Suite 300 Torrance, CA 90503 Tel No: (310) 373-2075 Fax No: (310) 356-3229 Email: mgood@southbaylawfirm.com -- and -- JEFFREY L. PARKER, Esq. GREENBERG, WHITCOMBE, TAKEUCHI, GIBSON & GRAYVER, LLP 21515 Hawthorne Boulevard, Suite 450 Torrance, CA 90503 Tel No: (310) 540-2000 Fax No: (310) 540-6609 E-mail: jparker@gwtllp.com About Swing House Rehearsal Swing House Rehearsal and Recording, Inc. dba Swing House Studios filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24758), on November 8, 2016. The petition was signed by Philip Jaurigui, president and secretary. The case is assigned to Judge Robert N. Kwan. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor is represented by Kurt Ramlo, Esq. and Jeffrey S. Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. The Debtor hired Friedman, Kannenberg & Company, P.C. as accountant. TECK RESOURCES: Egan-Jones Upgrades Sr. Unsec. Ratings to BB ------------------------------------------------------------ Egan-Jones Ratings Company, on February 23, 2017, raised the senior unsecured ratings on debt issued by Teck Resources Ltd to BB from BB-. Teck Resources Limited, known as Teck Cominco until late 2008, is a Canadian metals and mining company. TERESA GIUDICE: Fights Ex-Counsel's Bid to Dismiss Malpractice Suit ------------------------------------------------------------------- Bill Wichert, writing for Bankruptcy Law360, reports that Teresa Giudice and John W. Sywilok, the trustee of her Chapter 7 estate, asked a state judge to deny the motion from James A. Kridel Jr. According to Law360, Ms. Giudice and Mr. Sywilok slammed her former attorney's motion to dismiss their malpractice action against him in New Jersey state court, saying the motion is part of his "litigation extravaganza" intended to delay the matter. About the Giudices In June 2010, Teresa Giudice, who portrays a role in Real Housewives of New Jersey, and her husband, Joe, filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New Jersey. The Giudices owe creditors $10.85 million. Chapter 7 trustee John Sywilok sued the Giudices. The suit claimed that the Debtors concealed key documents about their finances and business transactions. Mr. Sywilok also accused the couple of making false statements under oath about their assets, income and expenses. THAT FURNITURE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of That Furniture Outlet, Inc. as of April 21, according to a court docket. About That Furniture Outlet That Furniture Outlet -- http://www.thatfurnitureoutlet.com-- is a small organization in the furniture companies industry located in Minneapolis, Minnesota. The Debtor filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-40757), on March 19, 2017. The petition was signed by Andrew Johnson, president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge Kathleen H. Sanberg. The Debtor is represented by Jeffrey H. Butwinick, Esq., at Butwinick Law Office. KFLC, Inc. serves as its sales consultant. TILGHMAN ISLAND INN: Taps Russack Associates as Legal Counsel ------------------------------------------------------------- Tilghman Island Inn II, LLC seeks court approval to hire legal counsel in connection with its Chapter 11 case. In its application filed with the U.S. Bankruptcy Court for the District of Maryland, the Debtor proposes to hire Russack Associates, LLC to, among other things, give legal advice on the continued management of its property, represent it in litigation and assist in the preparation of a bankruptcy plan. The hourly rates charged by the firm are: Senior Attorney $450 Managing Partner $375 Paralegal $200 Secretary/Receptionist No charge Prior to the Debtor's bankruptcy filing, the firm received $2,500 for filing fees and preliminary legal work related to the case. Daniel Staeven, Esq., disclosed in a court filing, that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Daniel A. Staeven, Esq. Russack Associates LLC 100 Severn Ave. Suite 101 Annapolis, MD 21403 Tel: 410-505-4150 Fax: 410-510-1390 Email: dan@russacklaw.com About Tilghman Island Inn II Tilghman Island Inn II, LLC owns the Tilghman Island Inn, a 20-room inn featuring a gourmet waterfront restaurant, lounge, occasional live entertainment and private docks located at 21384 Coopertown Road, Tilghman, Maryland. Tilghman Island Inn II, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-15333) on April 17, 2017. The petition was signed by Alexander Doty, sole member. The case is assigned to Judge Thomas J. Catliota. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. TITAN CONSTRUCTION: Unsecureds to be Paid in Full in 6 Years ------------------------------------------------------------ Unsecured creditors of Titan Construction & Maintenance, LLC, will be paid in full under the company's proposed plan to exit Chapter 11 protection. The restructuring plan proposes to pay Class 5 unsecured creditors 100% of their allowed claims, without interest, in six years. Titan will make quarterly payments to unsecured creditors, with a total payment per year of $50,000. Class 5 consists of trade creditors and vendors which, together, assert as much as $290,000 in claims. The restructuring plan will be implemented through periodic payments and from contributions by members of the company, according to company's disclosure statement filed on April 4 with the U.S. Bankruptcy Court for the Middle District of Pennsylvania. A copy of the disclosure statement is available for free at https://is.gd/oKCKpm About Titan Construction & Maintenance Formed on November 22, 2005, Titan Construction & Maintenance LLC operates commercial property maintenance and contracting business in Harrisburg, Dauphin County, Pennsylvania. The Debtor has four full-time employees and two part-time employees, and taps subcontractors for additional manpower for larger jobs. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-01228) on March 29, 2017. The case is assigned to Judge Robert N. Opel, II. The Debtor is represented by Deborah A. Hughes, Esq., at Schiffman, Sheridan & Brown P.C. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. TRANSGENOMIC INC: Completes Bridge Financing for Precipio Merger ---------------------------------------------------------------- As previously reported on Oct. 13, 2016, Transgenomic, Inc., New Haven Labs Inc., a wholly-owned subsidiary of Transgenomic, and Precipio Diagnostics, LLC entered into an Agreement and Plan of Merger pursuant to which Precipio will become a wholly-owned subsidiary of Transgenomic, on the terms and subject to the conditions set forth in the Merger Agreement. On April 13, 2017, Transgenomic completed the sale of an aggregate of $1.15 million of promissory notes in a bridge financing pursuant to a securities purchase agreement. Transgenomic may receive additional investments of up to $100,000 in connection with the bridge financing. The financing is intended to help facilitate the completion of Transgenomic's merger with Precipio, which is expected to close during the second quarter of 2017. Transgenomic received net proceeds of $1,031,000 from the sale of the Bridge Notes. The Bridge Notes have an annual interest rate of 4% and a 90-day maturity. Transgenomic may repay the Bridge Notes at any time in cash upon payment of a 20% premium. In connection with the issuance of the Bridge Notes, Transgenomic issued warrants to acquire 1.15 million shares of Transgenomic common stock at an exercise price of $0.50 per share, subject to anti-dilution protection. The Purchase Agreement provides certain piggyback registration rights for the holders of the Bridge Warrants for a period of six months after the closing of the bridge financing. As part of the bridge financing, Transgenomic agreed to loan 50% of the net proceeds from the sale of the Bridge Notes to Precipio pursuant to a promissory note with an original principal amount of up to $561,500 upon substantially the same terms and conditions as the Bridge Notes. The payment of the Precipio Note is subordinated to the payment by Precipio of its secured $500,000 bank debt pursuant to a subordination agreement. Aegis Capital Corp. acted as placement agent for the bridge financing and received a placement agent fee of $84,000 and warrants to acquire 168,000 shares of Transgenomic common stock at an exercise price of $0.50 per share. The Aegis Warrants are identical to the Bridge Warrants except that the Aegis Warrants do not have anti-dilution protection. On April 17, 2017, Transgenomic issued a press release announcing the completion of the bridge financing. A full-text copy of the Form 8-K is available for free at: https://is.gd/AlN647 About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. TRI-CITY COMMUNITY: Unsecureds to Recoup 17% Under Liquidating Plan ------------------------------------------------------------------- Tri-City Community Action Program, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement explaining its chapter 11 liquidating plan, dated April 14, 2017, which proposes to pay general unsecured creditors a distribution of approximately 17% of their allowed claims. The Plan is a liquidation plan and does not contemplate the financial rehabilitation of the Debtor or the continuation of its operations. The major components of the Plan include: -- the sale of the Debtor's residential real properties located at 22 Charles Street, in Malden, Massachusetts, and 115 Washington Street, in Malden, Massachusetts, at which the Debtor has operated subsidized low income, pursuant to an asset purchase agreement whereby the purchaser of the Property will continue to operate the Property as low-income housing and will assume certain existing mortgage debt as specified in the Property APA; -- an agreement resolving disputes involving the Debtor, Eagle Bank, and the Massachusetts Department of Housing and Community Development arising out of prepetition application by Eagle Bank of certain funds made available to the Debtor under the federal Low Income Housing Energy Assistance Program administered by DHCD (LIHEAP Settlement Agreement), administering the Debtor's Chapter 11 case and to pay certain secured claims, priority claims, and a distribution to general unsecured creditors, and -- the transfer of the Debtor's interest in a $100,000 promissory note issued by 54 Eastern Ave Malden LLC and the causes of action held by the bankruptcy estate, to a Creditor Trust, to be administered by a Creditor Trustee for the benefit of the Debtor's general unsecured creditors holding allowed claims against the Debtor and its bankruptcy estate. The Plan is a "pot plan" for general unsecured creditors, in that it provides fixed or definable assets for distribution to holders of Allowed General Unsecured Claims (rather than a fixed percentage dividend). Because certain of the assets, such as the Avenue Note and Estate Causes of Action, are not yet liquidated, and because Allowed Claims have not yet been fixed (pending potential objections to asserted claims and resolution of such objections), the precise percentage distribution is not now known, or knowable. However, the Debtor currently anticipates that Class 7 Allowed General Unsecured Claims will total approximately $1.297 million and that funds available for distribution to Allowed Class 7 Claims will total approximately $224,500, excluding the Eastern Avenue Note and excluding any recovery on account of the Estate Causes of Action. Based on these assumptions, the Debtor currently anticipates that holders of Allowed Class 7 Claims will receive a distribution of approximately 17 percent of their allowed claims. The process of determining which Claims should be Allowed takes time. During the period when any Claim is Disputed, a reserve equal to the amount that would be paid if the Claim were Allowed in full must be set aside. In order to distribute as much Cash as quickly as possible, the Plan provides for interim distributions to creditors whose Claims have been Allowed. The Disclosure Statement is available at: http://bankrupt.com/misc/mab15-11569-141.pdf Headquartered in Malden, MA, Tri-City Community Action Program, Inc. filed for chapter 11 bankruptcy protection (Bankr. D. Ma. Case No. 15-11569) on April 23, 2015, estimating its assets at $100,000 to $500,000 and its liabilities at $1 million to $10 million. The petition was signed by Charles Harak, director. TRONOX INC: 2nd Circuit Junks Bid to Reopen Kerr-McGee Lawsuit -------------------------------------------------------------- Juan Carlos Rodriguez, writing for Bankruptcy Law360, reports that the Second Circuit has denied 4,300 people's request to revive their lawsuit against Tronox's former parent, Kerr-McGee Corp., for injuries they blame on toxic emissions from a Pennsylvania industrial plant. Law360 says that the anti-suit injunction is part of the $5 billion Tronox bankruptcy settlement. According to Law360, the Second Circuit ruled it has no jurisdiction to decide if 4,300 people are barred by an anti-suit injunction from filing a lawsuit against Kerr-McGee. About Tronox Inc. Tronox Inc., a/k/a New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represented the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants served as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until Sept. 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of Dec. 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated Nov. 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. ULTRA PETROLEUM: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on February 28, 2017, withdrew its D senior unsecured debt ratings on Ultra Petroleum Corp. Ultra Petroleum Corp. is an independent exploration and production company focused on developing its long-life natural gas reserves in the Green River Basin of Wyoming - the Pinedale and Jonah Fields and is in the early exploration and development stages in the Appalachian Basin of Pennsylvania. UNITY RESPIRATORY: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Unity Respiratory and Diabetic, Inc. as of April 21, according to a court docket. About Unity Respiratory and Diabetic Unity Respiratory and Diabetic, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01681) on March 1, 2017. The petition was signed by Wayne Perry, president. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $10 million. VENOCO LLC: May 4 Meeting Set to Form Creditors' Panel ------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 4, 2017, at 10:00 a.m. in the bankruptcy case of Venoco LLC. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtor's case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Venoco Venoco, Inc., the predecessor to the Debtors, was founded in 1992. The Debtors' corporate office and principal place of business is located at 370 17th Street, Suite 3900, Denver, Colorado 80202-1370. The Debtors also maintain a regional office and various operations in California, where the majority of their personnel are located. As of the Petition Date (and following the quitclaim of the SEF Leases), the Debtors held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. The majority of the Debtors' revenues are derived through sales of oil to competing buyers, including large oil refining companies and independent marketers. Nearly all of the Debtors' annual revenues are generated from sales to one purchaser, Tesoro. The Debtors' revenues from oil and gas sales were approximately $33.6 million on a rolling 12 month basis. On April 17, 2017, each of Venoco, LLC and six of its subsidiaries filed a voluntary petition with the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Proposed Lead Case No. 17-10828). The cases have been assigned to Judge Kevin Gross. The Debtors have hired Morris, Nichols, Arsht & Tunnell LLP and Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and turnaround advisor; Seaport Global Securities LLC as financial advisor; and Prime Clerk LLC as claims, noticing and balloting agent. As of the bankruptcy filing, the Debtors listed assets in the range of $10 million to $50 million and liabilities of up to $100 million. As of the Petition Date, the Debtors have approximately $25 million in cash, all of which is unrestricted. The Debtors anticipate that they will need all or substantially all of this cash to fund ongoing operational expenses, fund these cases and a sale process, and wind down their affairs. VERDUGO ENTERPRISES: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: Verdugo Enterprises, LLC aka Verdugo Gift Company 2924 W. Fairmount Avenue Phoenix, AZ Case Number: 17-04370 Business Description: Founded in 2006, Verdugo Gift Company offers a wide selection of Home Decor, Garden Decor, Toys and Giftware items at affordable prices. Verdugo Gift Company's objective is to provide its customers with quality products, affordable prices, unparalleled customer service and quick delivery of their order. Web site: http://verdugogiftco.com/ Involuntary Chapter 11 Petition Date: April 22, 2017 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Petitioners' Counsel: Jonathan P. Ibsen, Esq. CANTERBURY LAW GROUP, LLP 14300 N Northsight Blvd., Suite 129 Scottsdale, AZ 85260 Tel: 480-240-0040 Fax: 480-656-5966 E-mail: jibsen@clgaz.com A full-text copy of the involuntary petition is available for free at http://bankrupt.com/misc/azb17-04370.pdf Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Mario Medina Loans $174,839 13438 N. 124th Lane El Mirage, AZ 85335 Ricardo Ayala Loans $102,260 8804 N. 11th Avenue Phoenix, AZ 85020 Angel Lozada Loans $150,000 8622 W. Lewis Avenue Phoenix, AZ 85037 VILLAGE NEWS: Taps Rosenstein & Associates as Legal Counsel ----------------------------------------------------------- Village News, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Rosenstein & Associates to, among other things, give legal advice regarding its duties under the Bankruptcy Code, examine claims of creditors, determine treatment and payment of its pre-bankruptcy obligations, and prepare a plan of reorganization. Robert Rosenstein, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $375. Meanwhile, the Debtor will pay $350 per hour to other associates of the firm and $165 per hour to paralegals who will also be tapped to provide legal assistance. Prior to its bankruptcy filing, the Debtor paid the firm $1,717 for the filing fee, and $5,783 as retainer for future bankruptcy-related work. Mr. Rosenstein disclosed in a court filing that his firm does not hold any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Robert B. Rosenstein, Esq. Rosenstein & Associates 28600 Mercedes Street, Suite 100 Temecula, CA 92590 Tel: (951) 296-3888 Fax: (951) 296-3889 Email: robert@thetemeculalawfirm.com About Village News Inc. Village News, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12082) on March 17, 2017. The petition was signed by Julie Reeder, president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. WALLACE RUSH: Can Use Paycheck Cash Collateral ---------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Wallace, Rush, Schmidt, Inc.'s the use of the cash collateral of Paychex Advance, LLC for the purposes of operating its business in the ordinary course. A hearing on the Motion was held on April 19, 2017. The Debtor will pay to Paychex Advance, LLC, the amount of $500,000 within seven days of the Order to be applied to the existing principal balance due by the Debtor to Paychex for the use of its accounts receivable. A full-text copy of the Order is available for free at: http://bankrupt.com/misc/laeb17-10698_42_Cash_Wallace_Rush.pdf About Wallace, Rush, Schmidt Wallace, Rush, Schmidt, Inc., doing business as Wallace Resource Systems of Leachville, LLC, and Wallace Staffing and Labor, LLC, is a personnel resource company specializing in Natural Disaster Clean up/Recovery and Man-Made disasters which combined with its many years of experience in disaster clean up and restoration, supervision and administration expanding customer base. The Company specializes in job management and labor services for disaster restoration companies. It serves its clients nationwide 24/7. Wallace, Rush, Schmidt, Inc. sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-10698) on March 24, 2017. The petition was signed by Eddie Schmidt, vice president. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. Judge Jerry A. Brown is assigned to the case. The Debtor tapped Phillip K. Wallace, Esq., at Phillip K. Wallace, PLC, as counsel. WAYNE PERRY: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Wayne Perry, Inc. as of April 21, according to a court docket. About Wayne Perry Inc. Wayne Perry, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01682) on March 1, 2017. The petition was signed by Wayne Perry, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor is represented by Benjamin G. Martin, Esq., at the Law Offices of Benjamin Martin. WESTINGHOUSE ELECTRIC: Utilities Object to Adequate Assurance Pay ----------------------------------------------------------------- Commonwealth Edison Company, Connecticut Light and Power Company, Public Service Company of New Hampshire, Metropolitan Edison Company, Pennsylvania Power Company, West Penn Power Company, FirstEnergy Solutions Corp. and PECO Energy Company filed with the U.S. Bankruptcy Court for the Southern District of New York an objection to Westinghouse Electric Company LLC, et al.'s motion for approval of their proposed form of adequate assurance payment to Utility Companies. A hearing will be held on April 26, 2017, at 2:00 p.m. The Debtors' entire business enterprise, both in the U.S. and abroad, has experienced a severe liquidity crisis over the past year due at least in part to significant delays and cost overruns associated with two construction projects in Georgia and South Carolina. The Utility Companies said that while the full extent of the damage caused to the Debtors' business enterprise and goodwill is unknown, it is known that emergency funding provided by the Debtors' parent company to the Debtors and one of their non-debtor foreign affiliates, in the aggregate amount of $900 million, was not enough to solve the liquidity problem, and the Debtors needed additional funding, both for themselves and their foreign affiliates, just one month later. "Now, however, the Debtors are claiming that the postpetition financing they have obtained, in an amount less than their prior emergency funding, will provide them and their entire enterprise with sufficient liquidity to timely pay all of their expenses, including utility expenses, going forward. Nevertheless, the Debtors' own counsel clearly have concerns about the Debtors' ability to pay their post-petition creditors and have obtained a retainer of almost $2 million and a carveout from the post-petition lender's liens and superpriority claim status in the amount of $8 million upon an event of default (and in an unlimited amount prior to default)," the Utility Companies stated. According to the Utility Companies, it is clear that the two-week segregated bank account offered by the Debtors to the Utilities in the Utility Motion is woefully inadequate and should be rejected by the Court. The Utility Companies are requesting cash deposits (estimated prepayment of post-petition charges for FES) from the Debtors, which are deposit amounts that the Utility Companies are authorized to obtain from their customers pursuant to applicable state-law tariffs, regulations and/or contracts: (a) ComEd -- $24,172 (2-month); (b) CL&P -- $29,005 (2-month); (c) PSNH -- $252,608 (2-month); (d) MetEd -- $772 (2-month); (e) Penn Power -- $220,918 (2-month); (f) West Penn -- $371,346 (2-month); (g) FES -- $494,000; and (h) PECO -- $60,190 (2-month). A copy of the Objection is available at: http://bankrupt.com/misc/nysb17-10751-257.pdf The Utility Companies are represented by: Thomas R. Slome, Esq. Michael Kwiatkowski, Esq. MEYER, SUOZZI, ENGLISH & KLEIN, P.C. 990 Stewart Avenue, Suite 300 P.O. Box 9194 Garden City, New York 11530-9194 Tel: (516) 741-6565 Fax: (516) 741-6706 E-mail: tslome@msek.com mkwiatkowski@msek.com -- and -- Russell R. Johnson III, Esq. John M. Craig, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, Virginia 23103 Tel: (804) 749-8861 Fax: (804) 749-8862 E-mail: russj4478@aol.com About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S. based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. In their petition, the Debtors listed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, chief transition and development officer. The Hon. Michael E. Wiles presides over the cases. Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail, Esq., and David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP, serve as counsel to the Debtors. AlixPartners LLP serves as the Debtors' financial advisor. The Debtors' investment banker is PJT Partners Inc. Their claims and noticing agent is Kurtzman Carson Consultants LLC. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. WHITEWAVE FOODS: Moody's Ups Senior Unsecured Notes from B1 ----------------------------------------------------------- Moody's Investors Service upgraded the ratings of WhiteWave Foods Co.'s guaranteed senior unsecured notes to Baa1 from B1 and withdrew all other ratings of the company. This concludes Moody's ratings review that began on July 7, 2016 when Danone (Baa1, stable) signed a definitive merger agreement to acquire WhiteWave. The upgrade follows the April 12, 2017 closing of the acquisition, at which time Danone provided a guarantee of WhiteWave's senior unsecured notes due 2022. The following ratings have been upgraded: Issuer: WhiteWave Foods Co: $500mm Guaranteed Senior Unsecured Notes due 2022 to Baa1 from B1. The following ratings have been withdrawn: Issuer: WhiteWave Foods Co: Ba2 Corporate Family Rating; Ba2-PD Probability of Default rating; (P)B1 Senior Unsecured Shelf rating; SGL-2 Speculative Grade Liquidity Rating; RATINGS RATIONALE Upon closing of the transaction, WhiteWave's bank credit facilities were repaid and terminated, with WhiteWave's remaining outstanding $500 million senior unsecured notes due 2022 becoming irrevocably and unconditionally guaranteed on a senior unsecured basis by Danone. The Danone guarantee includes timely payment of principle and interest of the WhiteWave notes. As a result of the guarantee, under the terms of a previously received consent from senior unsecured noteholders, WhiteWave will no longer be required to report standalone financial statements. Because WhiteWave did not provide upstream guarantees to Danone's other obligations, the 2022 noteholders have a priority credit position relative to Danone's other unsecured noteholders with respect to WhiteWave's assets. However, Moody's will not distinguish between the 2022 notes and Danone's other group debt since WhiteWave's operations are not material enough relative to the total to warrant a rating above Baa1 and because there is no material protection in the 2022 note indenture against any upstream movement of WhiteWave's cash and assets. Furthermore, future debt issuances at the WhiteWave subsidiary level is not being contemplated. Company Profile WhiteWave Foods Company, based in Denver, Colorado, is a consumer packaged food and beverage company focused on high-growth product categories. It manufactures, markets, and distributes branded plant-based foods and beverages, coffee creamers and beverages, premium dairy and organic greens and produce throughout North America and Europe. LTM sales for the year ended December 31, 2016 totaled approximately $4.2 billion. WhiteWave is now a wholly-owned indirect subsidiary of Danone. Danone is a Paris-based diversified food and beverage company and the world leader in fresh dairy products. Danone's annual revenues will exceed EUR 27 billion (US $29 to $30 billion) proforma for the acquisition. The WhiteWave acquisition will approximately double Danone's scale in the US. The principal methodology used in these ratings was that for Global Packaged Goods published in January 2017. WILLIAMS COS: Egan-Jones Hikes Sr. Unsec. Ratings to BB- -------------------------------------------------------- Egan-Jones Ratings Company, on February 28, 2017, upgraded the senior unsecured debt ratings on debt issued by The Williams Cos Inc. to BB- from B+. The Williams Companies, Inc. is an energy company based in Tulsa, Oklahoma. Its core business is natural gas processing and transportation, with additional petroleum and electricity generation assets. WILSON'S OUTDOOR: Seeks to Hire Joe R. Pyle as Auctioneer --------------------------------------------------------- Wilson's Outdoor Services LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire an auctioneer. The Debtor proposes to hire Joe R. Pyle Complete Auction & Realty Service to conduct a public auction of its equipment. Joe R. Pyle has made a gross sales guarantee of $466,360 for the equipment, which is what the firm believes to be 80% of the total sale price. It anticipates that the total sale price will be approximately $559,600. The firm will also conduct a public auction of the equipment owned by the Debtor's principals, James and Michelle Wilson. It has made a gross sales guarantee of $196,868 for the equipment, which is what the firm believes to be 80% of the total sale price. The firm anticipates that the total sale price will be approximately $236,241.60. The principals of the Debtor will dedicate up to $20,000 of the proceeds from the sale of their equipment to fund a liquidating plan. These funds will be used to pay administrative expenses and unsecured claims, according to court filings. The firm will be paid a buyer's premium of 10% of the sale price, a fee of $14,485.05 for marketing and advertising expenses incurred in the promotion of the sale and sale preparation expenses incurred relative to the auction, not to exceed $4,635.22. Joe R. Pyle does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm maintains an office at: Joe R. Pyle Complete Auction & Realty Service 5546 Benedum Drive, Shinnston, 26431 Phone: (304) 592-6000 Toll Free: (888) 875-1599 About Wilson's Outdoor Services Wilson's Outdoor Services, LLC, operates an excavation business and provides services for companies in the energy industry. The Debtor also provides snow removal services in the winter months. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-22190) on June 14, 2016. The Debtor is represented by David Z. Valencik, Esq., and Donald R. Calaiaro, Esq., at Calaiaro Valencik. No official committee of unsecured creditors has been appointed in the case. On Nov. 14, 2016, the Debtor filed a Chapter 11 plan and a disclosure statement. The plan proposes to pay general unsecured creditors 100% of their claims over five years. YRC WORLDWIDE: Egan-Jones Cuts Sr. Unsec. Ratings to B- ------------------------------------------------------- Egan-Jones Ratings Company, on February 21, 2017, downgraded the senior unsecured ratings on debt issued by YRC Worldwide Inc. to B- from B. Headquartered in Overland Park, Kansas, YRC Worldwide Inc. is an American holding company of freight shipping brands YRC Freight, YRC Reimer, New Penn, USF Holland and USF Reddaway. ZUCKER GOLDBERG: Disclosures OK'd; Plan Hearing on May 25 --------------------------------------------------------- The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey has approved Zucker, Goldberg & Ackerman, LLC's second modified disclosure statement filed on April 13, 2017, referring to the Debtor's plan of reorganization. A hearing to consider the confirmation of the Plan is scheduled for May 25, 2017, at 10:00 a.m. Objections to the plan confirmation must be filed by May 17, 2017. Acceptances or rejections of the Plan must be filed by May 17, 2017. About Zucker, Goldberg & Ackerman, LLC Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg & Ackerman, LLC, was primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. On Aug. 17, 2015, an Official Committee of Unsecured Creditors was appointed by the Office of the United States Trustee. The Committee on Oct. 15, 2015, won approval to retain McCarter & English, LLP, to serve as Committee counsel, effective as Aug. 14, 2015. * * * The Debtor in December 2015 filed a "Plan of Orderly Liquidation" which provides for the wind down of the firm's business. The Plan was put on hold pending the issuance of a report by the examiner. The Court on Feb. 8, 2016, entered an order approving the Acting U.S. Trustee's appointment of former bankruptcy judge Donald H. Steckroth, Esq., as examiner. The Creditors Committee sought an examiner to investigate possible claims against current and former members of the bankrupt foreclosure law firm and related "insiders." [*] CohnReznick Capital Markets Changes Name to CohnReznick Capital ------------------------------------------------------------------- CohnReznick Capital Markets Securities has been known to create unprecedented firsts in delivering cutting edge services for our clients and industry partners. CohnReznick Capital says "We're excited to announce that we breakthrough another milestone, by announcing our new name, CohnReznick Capital." "CohnReznick Capital will continue to deliver on helping our clients breakthrough the dynamic and evolving renewable energy sector by simplifying project financing, capital raises, M&A, and special situations. We've appreciated the relationships and partnerships formed these last 9 years and look forward to our continued work with you in expanding markets and innovative and tailored financing opportunities for the industry. "We invite you to connect with us on Twitter (@CR_Capital), LinkedIn, Facebook and Instagram by clicking on the icons to the right and join us in our journey to expand the industry. "Thank you for naming us the industry's #1 renewable energy financial advisor in North America, as well as awarding us with the 2016 North American Wind Deal of the Year (IJ Global Magazine, 2016)." About CohnReznick Capital At CohnReznick Capital -- http://www.cohnreznickcapital.com-- its team creates unprecedented firsts, having successfully executed $12 billion in project and corporate transactions. As the #1 ranked renewable energy financial advisor by IJ Global Magazine, it deliver exceptional service for smart energy innovators, investment banks and global corporations. Its team of experts helps clients breakthrough a dynamic and evolving sector by simplifying project financing, M&A, capital raising and special situations. [*] Sheriff Scott Israel Can't Dodge Ex-Worker's False Arrest Suit ------------------------------------------------------------------ Braden Campbell, writing for Bankruptcy Law360, reports that U.S. Bankruptcy Judge Raymond B. Ray has ruled that Broward County Sheriff Scott Israel cannot escape a former employee Jennifer Bakowski's defamation and false arrest lawsuit by buying her rights to the litigation in Court. Law360 relates that Judge Ray granted trustee Marc P. Barmat's motion to sell Ms. Bakowski's lawsuit against Mr. Israel to Ms. Bakowski, finding Mr. Israel lacking in standing to block the sale as an unsuccessful bidder. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ABT2EUR EU 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ALSWF US 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE OU1 GR 98.6 (49.8) (31.0) ABV CONSULTING I ABVN US 0.0 (0.0) (0.0) ADVANCEPIERRE FO 1AC GR 1,247.0 (301.2) 185.0 ADVANCEPIERRE FO APFH US 1,247.0 (301.2) 185.0 ADVANCEPIERRE FO APFHEUR EU 1,247.0 (301.2) 185.0 AGENUS INC AGEN US 157.0 (39.1) 50.5 AGENUS INC AGENEUR EU 157.0 (39.1) 50.5 AGENUS INC AJ81 GR 157.0 (39.1) 50.5 AGENUS INC AJ81 QT 157.0 (39.1) 50.5 AGENUS INC AJ81 TH 157.0 (39.1) 50.5 ALTERNATE HEALTH AHG CN 0.0 (0.0) (0.0) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASCENT SOLAR TEC ASTIEUR EU 11.6 (11.9) (13.9) ASPEN TECHNOLOGY AST GR 267.4 (192.9) (226.6) ASPEN TECHNOLOGY AST TH 267.4 (192.9) (226.6) ASPEN TECHNOLOGY AZPN US 267.4 (192.9) (226.6) ASPEN TECHNOLOGY AZPNEUR EU 267.4 (192.9) (226.6) AUTOZONE INC AZ5 GR 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZ5 QT 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZ5 TH 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZO US 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZOEUR EU 8,902.6 (1,827.4) (291.5) AVID TECHNOLOGY AVD GR 249.6 (269.9) (86.9) AVID TECHNOLOGY AVID US 249.6 (269.9) (86.9) AVON - BDR AVON34 BZ 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP CI 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP GR 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP QT 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP TH 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP US 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP* MM 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP1EUR EU 3,418.9 (391.5) 506.6 AXIM BIOTECHNOLO AXIM US 1.4 (2.4) (1.6) BENEFITFOCUS INC BNFT US 180.4 (33.3) 4.2 BENEFITFOCUS INC BTF GR 180.4 (33.3) 4.2 BLUE BIRD CORP BLBD US 257.8 (93.1) (0.2) BOMBARDIER INC-B BBDBN MM 22,826.0 (3,489.0) 1,363.0 BOMBARDIER-B OLD BBDYB BB 22,826.0 (3,489.0) 1,363.0 BOMBARDIER-B W/I BBD/W CN 22,826.0 (3,489.0) 1,363.0 BRINKER INTL BKJ GR 1,498.1 (530.6) (245.5) BRINKER INTL BKJ QT 1,498.1 (530.6) (245.5) BRINKER INTL EAT US 1,498.1 (530.6) (245.5) BRINKER INTL EAT2EUR EU 1,498.1 (530.6) (245.5) BROOKFIELD REAL BRE CN 92.4 (31.3) 0.8 BUFFALO COAL COR BUC SJ 49.4 (21.7) (19.1) BURLINGTON STORE BUI GR 2,574.5 (49.8) (68.5) BURLINGTON STORE BURL US 2,574.5 (49.8) (68.5) BURLINGTON STORE BURL* MM 2,574.5 (49.8) (68.5) CADIZ INC 2ZC GR 67.1 (54.3) 11.0 CADIZ INC CDZI US 67.1 (54.3) 11.0 CAESARS ENTERTAI C08 GR 14,894.0 (1,418.0) (2,760.0) CAESARS ENTERTAI CZR US 14,894.0 (1,418.0) (2,760.0) CALIFORNIA RESOU 1CL TH 6,354.0 (557.0) (301.0) CALIFORNIA RESOU 1CLB GR 6,354.0 (557.0) (301.0) CALIFORNIA RESOU CRC US 6,354.0 (557.0) (301.0) CALIFORNIA RESOU CRCEUR EU 6,354.0 (557.0) (301.0) CAMBIUM LEARNING ABCD US 131.9 (61.3) (71.2) CAMPING WORLD-A C83 GR 1,563.8 (28.2) 266.8 CAMPING WORLD-A CWH US 1,563.8 (28.2) 266.8 CAMPING WORLD-A CWHEUR EU 1,563.8 (28.2) 266.8 CARDCONNECT CORP 55C GR 167.8 (2.7) 24.7 CARDCONNECT CORP CCN US 167.8 (2.7) 24.7 CARDCONNECT CORP CCNEUR EU 167.8 (2.7) 24.7 CASELLA WASTE CWST US 631.5 (24.6) (3.8) CASELLA WASTE WA3 GR 631.5 (24.6) (3.8) CHESAPEAKE ENERG CHK US 13,028.0 (1,203.0) (1,506.0) CHESAPEAKE ENERG CHK* MM 13,028.0 (1,203.0) (1,506.0) CHESAPEAKE ENERG CHKEUR EU 13,028.0 (1,203.0) (1,506.0) CHESAPEAKE ENERG CS1 GR 13,028.0 (1,203.0) (1,506.0) CHESAPEAKE ENERG CS1 QT 13,028.0 (1,203.0) (1,506.0) CHESAPEAKE ENERG CS1 TH 13,028.0 (1,203.0) (1,506.0) CHOICE HOTELS CHH US 852.5 (311.3) 81.2 CHOICE HOTELS CZH GR 852.5 (311.3) 81.2 CINCINNATI BELL CBB US 1,541.0 (121.7) (3.0) CINCINNATI BELL CBBEUR EU 1,541.0 (121.7) (3.0) CINCINNATI BELL CIB1 GR 1,541.0 (121.7) (3.0) CLEAR CHANNEL-A C7C GR 5,718.8 (932.8) 699.7 CLEAR CHANNEL-A CCO US 5,718.8 (932.8) 699.7 CLIFFS NATURAL R CLF US 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CLF* MM 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CLF2EUR EU 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CVA GR 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CVA QT 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CVA TH 1,923.9 (1,330.5) 433.5 CLOVIS ONCOLOGY C6O GR 364.6 (3.6) 213.8 CLOVIS ONCOLOGY C6O QT 364.6 (3.6) 213.8 CLOVIS ONCOLOGY C6O TH 364.6 (3.6) 213.8 CLOVIS ONCOLOGY CLVS US 364.6 (3.6) 213.8 CLOVIS ONCOLOGY CLVSEUR EU 364.6 (3.6) 213.8 COGENT COMMUNICA CCOI US 737.9 (53.3) 259.7 COGENT COMMUNICA OGM1 GR 737.9 (53.3) 259.7 CONTURA ENERGY I CNTE US 827.7 (4.6) 56.6 CPI CARD GROUP I CPB GR 264.4 (95.3) 57.1 CPI CARD GROUP I PMTS CN 264.4 (95.3) 57.1 CPI CARD GROUP I PMTS US 264.4 (95.3) 57.1 CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0) CURE PHARMACEUTI CURR US - (0.0) (0.0) DELEK LOGISTICS D6L GR 415.5 (13.3) 11.3 DELEK LOGISTICS DKL US 415.5 (13.3) 11.3 DENNY'S CORP DE8 GR 306.2 (71.1) (57.5) DENNY'S CORP DENN US 306.2 (71.1) (57.5) DOMINO'S PIZZA DPZ US 716.3 (1,883.1) 92.2 DOMINO'S PIZZA EZV GR 716.3 (1,883.1) 92.2 DOMINO'S PIZZA EZV QT 716.3 (1,883.1) 92.2 DOMINO'S PIZZA EZV TH 716.3 (1,883.1) 92.2 DUN & BRADSTREET DB5 GR 2,209.2 (987.8) (65.6) DUN & BRADSTREET DB5 TH 2,209.2 (987.8) (65.6) DUN & BRADSTREET DNB US 2,209.2 (987.8) (65.6) DUN & BRADSTREET DNB1EUR EU 2,209.2 (987.8) (65.6) DUNKIN' BRANDS G 2DB GR 3,227.4 (163.3) 182.2 DUNKIN' BRANDS G 2DB TH 3,227.4 (163.3) 182.2 DUNKIN' BRANDS G DNKN US 3,227.4 (163.3) 182.2 DUNKIN' BRANDS G DNKNEUR EU 3,227.4 (163.3) 182.2 ERIN ENERGY CORP ERN SJ 289.2 (224.6) (264.4) EVERI HOLDINGS I EVRI US 1,408.2 (107.8) (1.9) EVERI HOLDINGS I EVRIEUR EU 1,408.2 (107.8) (1.9) EVERI HOLDINGS I G2C GR 1,408.2 (107.8) (1.9) EVERI HOLDINGS I G2C TH 1,408.2 (107.8) (1.9) FAIRPOINT COMMUN FONN GR 1,230.8 (54.1) 7.3 FAIRPOINT COMMUN FRP US 1,230.8 (54.1) 7.3 FERRELLGAS-LP FEG GR 1,745.6 (696.5) (50.5) FERRELLGAS-LP FGP US 1,745.6 (696.5) (50.5) FIFTH STREET ASS 7FS TH 178.8 (5.5) - FIFTH STREET ASS FSAM US 178.8 (5.5) - FORESIGHT ENERGY FELP US 1,689.0 (154.6) (265.9) FORESIGHT ENERGY FHR GR 1,689.0 (154.6) (265.9) FRESHII 3FI GR 13.2 (10.2) (11.1) FRESHII FRHHF US 13.2 (10.2) (11.1) FRESHII FRII CN 13.2 (10.2) (11.1) FRESHII FRIIEUR EU 13.2 (10.2) (11.1) GAMCO INVESTO-A GBL US 149.2 (166.6) - GCP APPLIED TECH 43G GR 1,089.8 (139.0) 242.3 GCP APPLIED TECH GCP US 1,089.8 (139.0) 242.3 GCP APPLIED TECH GCPEUR EU 1,089.8 (139.0) 242.3 GIYANI GOLD CORP GGC NW 1.1 (0.2) (1.0) GNC HOLDINGS INC GNC US 2,062.6 (69.2) 490.1 GNC HOLDINGS INC IGN GR 2,062.6 (69.2) 490.1 GOGO INC G0G GR 1,246.2 (40.4) 353.7 GOGO INC GOGO US 1,246.2 (40.4) 353.7 GREEN PLAINS PAR 8GP GR 93.8 (64.2) 5.0 GREEN PLAINS PAR GPP US 93.8 (64.2) 5.0 GUIDANCE SOFTWAR GUID US 74.4 (0.1) (19.2) GUIDANCE SOFTWAR ZTT GR 74.4 (0.1) (19.2) H&R BLOCK INC HRB GR 2,577.6 (800.8) 648.2 H&R BLOCK INC HRB TH 2,577.6 (800.8) 648.2 H&R BLOCK INC HRB US 2,577.6 (800.8) 648.2 H&R BLOCK INC HRBEUR EU 2,577.6 (800.8) 648.2 HALOZYME THERAPE HALO US 261.5 (32.5) 201.9 HALOZYME THERAPE HALOEUR EU 261.5 (32.5) 201.9 HALOZYME THERAPE RV7 GR 261.5 (32.5) 201.9 HALOZYME THERAPE RV7 QT 261.5 (32.5) 201.9 HAMILTON LANE-A HLNE US 207.1 (103.6) - HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) - HCA HOLDINGS INC 2BH GR 33,758.0 (5,633.0) 3,252.0 HCA HOLDINGS INC 2BH TH 33,758.0 (5,633.0) 3,252.0 HCA HOLDINGS INC HCA US 33,758.0 (5,633.0) 3,252.0 HCA HOLDINGS INC HCAEUR EU 33,758.0 (5,633.0) 3,252.0 HELIX TCS INC HLIX US 4.3 (1.7) (0.9) HERON THERAPEUTI AXD2 GR 67.5 (21.3) 23.4 HERON THERAPEUTI HRTX US 67.5 (21.3) 23.4 HOVNANIAN-A-WI HOV-W US 2,145.3 (128.3) 1,266.8 HP INC 7HP GR 28,192.0 (4,327.0) (812.0) HP INC 7HP TH 28,192.0 (4,327.0) (812.0) HP INC HPQ CI 28,192.0 (4,327.0) (812.0) HP INC HPQ SW 28,192.0 (4,327.0) (812.0) HP INC HPQ TE 28,192.0 (4,327.0) (812.0) HP INC HPQ US 28,192.0 (4,327.0) (812.0) HP INC HPQ* MM 28,192.0 (4,327.0) (812.0) HP INC HPQCHF EU 28,192.0 (4,327.0) (812.0) HP INC HPQEUR EU 28,192.0 (4,327.0) (812.0) HP INC HPQUSD SW 28,192.0 (4,327.0) (812.0) HP INC HWP QT 28,192.0 (4,327.0) (812.0) IDEXX LABS IDXX US 1,530.7 (108.2) (89.0) IDEXX LABS IX1 GR 1,530.7 (108.2) (89.0) IDEXX LABS IX1 QT 1,530.7 (108.2) (89.0) IDEXX LABS IX1 TH 1,530.7 (108.2) (89.0) IMMUNOGEN INC IMGN US 198.9 (152.9) 143.1 IMMUNOGEN INC IMU GR 198.9 (152.9) 143.1 IMMUNOGEN INC IMU QT 198.9 (152.9) 143.1 IMMUNOGEN INC IMU TH 198.9 (152.9) 143.1 IMMUNOMEDICS INC IM3 GR 53.1 (75.2) 20.0 IMMUNOMEDICS INC IM3 QT 53.1 (75.2) 20.0 IMMUNOMEDICS INC IM3 TH 53.1 (75.2) 20.0 IMMUNOMEDICS INC IMMU US 53.1 (75.2) 20.0 INFOR ACQUISIT-A IAC/A CN 233.0 (5.5) 0.3 INFOR ACQUISITIO IAC-U CN 233.0 (5.5) 0.3 INNOVIVA INC HVE GR 379.0 (353.0) 178.0 INNOVIVA INC INVA US 379.0 (353.0) 178.0 INNOVIVA INC INVAEUR EU 379.0 (353.0) 178.0 INTERNAP CORP INAP US 430.6 (3.7) (15.9) INTERNATIONAL WI ITWG US 318.8 (14.4) 101.7 JACK IN THE BOX JACK US 1,258.6 (273.2) (118.2) JACK IN THE BOX JACK1EUR EU 1,258.6 (273.2) (118.2) JACK IN THE BOX JBX GR 1,258.6 (273.2) (118.2) JACK IN THE BOX JBX QT 1,258.6 (273.2) (118.2) JUST ENERGY GROU 1JE GR 1,287.8 (209.6) 104.5 JUST ENERGY GROU JE CN 1,287.8 (209.6) 104.5 JUST ENERGY GROU JE US 1,287.8 (209.6) 104.5 KERYX BIOPHARM KERX US 141.4 (8.3) 111.3 KERYX BIOPHARM KERXEUR EU 141.4 (8.3) 111.3 KERYX BIOPHARM KYX GR 141.4 (8.3) 111.3 KERYX BIOPHARM KYX TH 141.4 (8.3) 111.3 L BRANDS INC LB US 8,170.0 (727.0) 1,451.0 L BRANDS INC LB* MM 8,170.0 (727.0) 1,451.0 L BRANDS INC LBEUR EU 8,170.0 (727.0) 1,451.0 L BRANDS INC LTD GR 8,170.0 (727.0) 1,451.0 L BRANDS INC LTD QT 8,170.0 (727.0) 1,451.0 L BRANDS INC LTD TH 8,170.0 (727.0) 1,451.0 LAMB WESTON 0L5 GR 2,432.2 (650.9) 336.9 LAMB WESTON 0L5 TH 2,432.2 (650.9) 336.9 LAMB WESTON LW US 2,432.2 (650.9) 336.9 LAMB WESTON LW-WEUR EU 2,432.2 (650.9) 336.9 LANTHEUS HOLDING 0L8 GR 255.9 (106.5) 67.0 LANTHEUS HOLDING LNTH US 255.9 (106.5) 67.0 LINN ENERGY INC LNGG US 4,660.6 (2,397.0) (1,341.1) MADISON-A/NEW-WI MSGN-W US 854.1 (1,033.7) 217.3 MANNKIND CORP MNKD IT 107.1 (183.6) (14.6) MASCO CORP MAS US 5,137.0 (103.0) 1,474.0 MASCO CORP MAS* MM 5,137.0 (103.0) 1,474.0 MASCO CORP MAS1EUR EU 5,137.0 (103.0) 1,474.0 MASCO CORP MSQ GR 5,137.0 (103.0) 1,474.0 MASCO CORP MSQ TH 5,137.0 (103.0) 1,474.0 MCDONALDS - BDR MCDC34 BZ 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCD CI 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCD SW 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCD TE 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCD US 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCD* MM 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCDCHF EU 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCDEUR EU 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MCDUSD SW 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MDO GR 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MDO QT 31,023.9 (2,204.3) 1,380.3 MCDONALDS CORP MDO TH 31,023.9 (2,204.3) 1,380.3 MCDONALDS-CEDEAR MCD AR 31,023.9 (2,204.3) 1,380.3 MDC COMM-W/I MDZ/W CN 1,577.4 (442.4) (313.2) MDC PARTNERS-A MD7A GR 1,577.4 (442.4) (313.2) MDC PARTNERS-A MDCA US 1,577.4 (442.4) (313.2) MDC PARTNERS-A MDCAEUR EU 1,577.4 (442.4) (313.2) MDC PARTNERS-A MDZ/A CN 1,577.4 (442.4) (313.2) MDC PARTNERS-EXC MDZ/N CN 1,577.4 (442.4) (313.2) MEAD JOHNSON 0MJA GR 4,087.7 (472.1) 1,462.4 MEAD JOHNSON 0MJA TH 4,087.7 (472.1) 1,462.4 MEAD JOHNSON MJN US 4,087.7 (472.1) 1,462.4 MEAD JOHNSON MJNEUR EU 4,087.7 (472.1) 1,462.4 MEDLEY MANAGE-A MDLY US 122.4 (16.9) 34.9 MERITOR INC AID1 GR 2,394.0 (185.0) 154.0 MERITOR INC MTOR US 2,394.0 (185.0) 154.0 MERITOR INC MTOREUR EU 2,394.0 (185.0) 154.0 MERRIMACK PHARMA MACK US 81.5 (252.7) (30.8) MICHAELS COS INC MIK US 2,147.6 (1,698.4) 518.6 MICHAELS COS INC MIM GR 2,147.6 (1,698.4) 518.6 MIRAGEN THERAPEU 1S1 GR 7.5 4.7 3.7 MIRAGEN THERAPEU MGEN US 7.5 4.7 3.7 MIRAGEN THERAPEU SGNLEUR EU 7.5 4.7 3.7 MONEYGRAM INTERN 9M1N GR 4,597.4 (208.4) (11.5) MONEYGRAM INTERN 9M1N TH 4,597.4 (208.4) (11.5) MONEYGRAM INTERN MGI US 4,597.4 (208.4) (11.5) MONEYGRAM INTERN MGIEUR EU 4,597.4 (208.4) (11.5) MOODY'S CORP DUT GR 5,327.3 (1,027.3) 824.9 MOODY'S CORP DUT TH 5,327.3 (1,027.3) 824.9 MOODY'S CORP MCO US 5,327.3 (1,027.3) 824.9 MOODY'S CORP MCOEUR EU 5,327.3 (1,027.3) 824.9 MOTOROLA SOLUTIO MOT TE 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MSI US 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MSI1EUR EU 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MTLA GR 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MTLA TH 8,463.0 (952.0) 800.0 MSG NETWORKS- A 1M4 GR 854.1 (1,033.7) 217.3 MSG NETWORKS- A 1M4 TH 854.1 (1,033.7) 217.3 MSG NETWORKS- A MSGN US 854.1 (1,033.7) 217.3 MSG NETWORKS- A MSGNEUR EU 854.1 (1,033.7) 217.3 NATHANS FAMOUS NATH US 78.3 (67.3) 55.7 NATHANS FAMOUS NFA GR 78.3 (67.3) 55.7 NATIONAL CINEMED NCMI US 1,057.4 (181.2) 100.5 NATIONAL CINEMED NCMIEUR EU 1,057.4 (181.2) 100.5 NATIONAL CINEMED XWM GR 1,057.4 (181.2) 100.5 NAVIDEA BIOPHARM NAVB IT 12.5 (67.7) (59.0) NAVISTAR INTL IHR GR 5,394.0 (5,329.0) 683.0 NAVISTAR INTL IHR QT 5,394.0 (5,329.0) 683.0 NAVISTAR INTL IHR TH 5,394.0 (5,329.0) 683.0 NAVISTAR INTL NAV US 5,394.0 (5,329.0) 683.0 NEFF CORP-CL A NEFF US 648.4 (131.7) 16.8 NEFF CORP-CL A NFO GR 648.4 (131.7) 16.8 NEOS THERAPEUTIC NEOS US 80.1 (1.5) 33.6 NEW ENG RLTY-LP NEN US 190.6 (34.2) - NYMOX PHARMACEUT NYM GR 2.1 (0.6) 0.7 NYMOX PHARMACEUT NYMX US 2.1 (0.6) 0.7 OKTA INC 0OK GR 130.6 (15.7) (42.8) OKTA INC OKTA US 130.6 (15.7) (42.8) OKTA INC OKTAEUR EU 130.6 (15.7) (42.8) OMEROS CORP 3O8 GR 67.3 (37.4) 44.2 OMEROS CORP 3O8 TH 67.3 (37.4) 44.2 OMEROS CORP OMER US 67.3 (37.4) 44.2 OMEROS CORP OMEREUR EU 67.3 (37.4) 44.2 PENN NATL GAMING PENN US 4,974.5 (543.3) (137.1) PENN NATL GAMING PN1 GR 4,974.5 (543.3) (137.1) PHILIP MORRIS IN 4I1 GR 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 QT 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 TH 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM FP 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM US 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1 TE 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1CHF EU 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1EUR EU 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI EB 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI SW 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI1 IX 36,627.0 (10,557.0) 3,529.0 PINNACLE ENTERTA 65P GR 4,077.1 (372.9) (102.8) PINNACLE ENTERTA PNK US 4,077.1 (372.9) (102.8) PITNEY BOWES INC PBI US 5,837.1 (103.7) (2.4) PITNEY BOWES INC PBIEUR EU 5,837.1 (103.7) (2.4) PITNEY BOWES INC PBW GR 5,837.1 (103.7) (2.4) PITNEY BOWES INC PBW TH 5,837.1 (103.7) (2.4) PLANET FITNESS-A 3PL GR 1,001.4 (214.8) 8.0 PLANET FITNESS-A 3PL TH 1,001.4 (214.8) 8.0 PLANET FITNESS-A PLNT US 1,001.4 (214.8) 8.0 PLANET FITNESS-A PLNT1EUR EU 1,001.4 (214.8) 8.0 PROS HOLDINGS IN PH2 GR 227.7 (3.4) 76.9 PROS HOLDINGS IN PRO US 227.7 (3.4) 76.9 QUANTUM CORP QNT1 TH 229.7 (116.6) (39.2) QUANTUM CORP QNT2 GR 229.7 (116.6) (39.2) QUANTUM CORP QTM US 229.7 (116.6) (39.2) QUANTUM CORP QTM1EUR EU 229.7 (116.6) (39.2) RADIO ONE INC-A ROIA US 1,358.8 (58.7) 107.2 RADIO ONE-CL D ROIAK US 1,358.8 (58.7) 107.2 REATA PHARMACE-A 2R3 GR 89.1 (215.0) 27.7 REATA PHARMACE-A RETA US 89.1 (215.0) 27.7 REATA PHARMACE-A RETAEUR EU 89.1 (215.0) 27.7 REGAL ENTERTAI-A RETA GR 2,645.7 (838.9) (63.1) REGAL ENTERTAI-A RGC US 2,645.7 (838.9) (63.1) REGAL ENTERTAI-A RGC* MM 2,645.7 (838.9) (63.1) RESOLUTE ENERGY R21 GR 588.4 (75.7) (38.2) RESOLUTE ENERGY REN US 588.4 (75.7) (38.2) RESOLUTE ENERGY RENEUR EU 588.4 (75.7) (38.2) REVLON INC-A REV US 3,023.5 (614.8) 415.4 REVLON INC-A RVL1 GR 3,023.5 (614.8) 415.4 ROSETTA STONE IN RS8 GR 194.3 (1.7) (65.7) ROSETTA STONE IN RS8 TH 194.3 (1.7) (65.7) ROSETTA STONE IN RST US 194.3 (1.7) (65.7) ROSETTA STONE IN RST1EUR EU 194.3 (1.7) (65.7) RR DONNELLEY & S DLLN GR 4,284.7 (92.2) 965.8 RR DONNELLEY & S DLLN TH 4,284.7 (92.2) 965.8 RR DONNELLEY & S RRD US 4,284.7 (92.2) 965.8 RR DONNELLEY & S RRDEUR EU 4,284.7 (92.2) 965.8 RYERSON HOLDING 7RY GR 1,558.7 (49.3) 665.4 RYERSON HOLDING 7RY TH 1,558.7 (49.3) 665.4 RYERSON HOLDING RYI US 1,558.7 (49.3) 665.4 SALLY BEAUTY HOL S7V GR 2,109.9 (289.0) 687.4 SALLY BEAUTY HOL SBH US 2,109.9 (289.0) 687.4 SANCHEZ ENERGY C 13S GR 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C 13S TH 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C SN US 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C SN* MM 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C SNEUR EU 1,286.3 (696.1) 385.8 SBA COMM CORP 4SB GR 7,360.9 (1,995.9) (548.9) SBA COMM CORP SBAC US 7,360.9 (1,995.9) (548.9) SBA COMM CORP SBACEUR EU 7,360.9 (1,995.9) (548.9) SBA COMM CORP SBJ TH 7,360.9 (1,995.9) (548.9) SCIENTIFIC GAM-A SGMS US 7,087.4 (1,935.7) 424.2 SCIENTIFIC GAM-A TJW GR 7,087.4 (1,935.7) 424.2 SEARS HOLDINGS SEE GR 9,362.0 (3,824.0) 315.0 SEARS HOLDINGS SEE TH 9,362.0 (3,824.0) 315.0 SEARS HOLDINGS SHLD US 9,362.0 (3,824.0) 315.0 SEARS HOLDINGS SHLDEUR EU 9,362.0 (3,824.0) 315.0 SIGA TECH INC SIGA US 161.0 (287.4) 55.3 SILVER SPRING NE 9SI GR 447.1 (31.5) 15.2 SILVER SPRING NE 9SI TH 447.1 (31.5) 15.2 SILVER SPRING NE SSNI US 447.1 (31.5) 15.2 SILVER SPRING NE SSNIEUR EU 447.1 (31.5) 15.2 SIRIUS XM CANADA SIICF US 307.0 (127.9) (152.0) SIRIUS XM CANADA XSR CN 307.0 (127.9) (152.0) SIRIUS XM HOLDIN RDO GR 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN RDO QT 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN RDO TH 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN SIRI SW 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN SIRI US 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN SIRIEUR EU 8,003.6 (792.0) (2,026.0) SLATE RETAIL R-U SRRTF US 1,114.6 (2.9) - SLATE RETAIL R-U SRT-U CN 1,114.6 (2.9) - SLATE RETAIL R-U SRT/U CN 1,114.6 (2.9) - SONIC CORP SO4 GR 571.7 (157.7) 38.2 SONIC CORP SONC US 571.7 (157.7) 38.2 SONIC CORP SONCEUR EU 571.7 (157.7) 38.2 STONE ENERGY COR SEQ2 GR 1,139.5 (637.3) 132.4 STONE ENERGY COR SGY US 1,139.5 (637.3) 132.4 STONE ENERGY COR SGY1EUR EU 1,139.5 (637.3) 132.4 STRAIGHT PATH-B 5I0 GR 9.9 (14.2) (7.4) STRAIGHT PATH-B STRP US 9.9 (14.2) (7.4) SUPERVALU INC SJ1 GR 4,474.0 (253.0) (747.0) SUPERVALU INC SJ1 QT 4,474.0 (253.0) (747.0) SUPERVALU INC SJ1 TH 4,474.0 (253.0) (747.0) SUPERVALU INC SVU US 4,474.0 (253.0) (747.0) SUPERVALU INC SVU* MM 4,474.0 (253.0) (747.0) SYNTEL INC SYE GR 443.6 (136.2) 134.5 SYNTEL INC SYE TH 443.6 (136.2) 134.5 SYNTEL INC SYNT US 443.6 (136.2) 134.5 SYNTEL INC SYNT* MM 443.6 (136.2) 134.5 SYNTEL INC SYNT1EUR EU 443.6 (136.2) 134.5 TAILORED BRANDS TLRD US 2,097.9 (107.6) 705.8 TAILORED BRANDS TLRD* MM 2,097.9 (107.6) 705.8 TAILORED BRANDS WRMA GR 2,097.9 (107.6) 705.8 TAUBMAN CENTERS TCO US 4,010.9 (62.0) - TAUBMAN CENTERS TU8 GR 4,010.9 (62.0) - TEMPUR SEALY INT TPD GR 2,702.6 (4.6) 126.0 TEMPUR SEALY INT TPX US 2,702.6 (4.6) 126.0 TRANSDIGM GROUP T7D GR 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP T7D QT 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDG SW 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDG US 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDGCHF EU 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDGEUR EU 10,037.1 (1,874.6) 1,536.5 UBI BLOCKCHAIN I UBIA US 0.0 (0.4) (0.4) ULTRA PETROLEUM UPL US 1,540.9 (2,928.2) 383.2 ULTRA PETROLEUM UPLEUR EU 1,540.9 (2,928.2) 383.2 ULTRA PETROLEUM UPLMQ US 1,540.9 (2,928.2) 383.2 ULTRA PETROLEUM UPM GR 1,540.9 (2,928.2) 383.2 UNISYS CORP UIS US 2,021.6 (1,647.4) 45.7 UNISYS CORP UIS1 SW 2,021.6 (1,647.4) 45.7 UNISYS CORP UISCHF EU 2,021.6 (1,647.4) 45.7 UNISYS CORP UISEUR EU 2,021.6 (1,647.4) 45.7 UNISYS CORP USY1 GR 2,021.6 (1,647.4) 45.7 UNISYS CORP USY1 TH 2,021.6 (1,647.4) 45.7 UNITI GROUP INC 8XC GR 3,318.8 (1,321.9) - UNITI GROUP INC UNIT US 3,318.8 (1,321.9) - VALVOLINE INC 0V4 GR 1,865.0 (286.0) 266.0 VALVOLINE INC 0V4 QT 1,865.0 (286.0) 266.0 VALVOLINE INC 0V4 TH 1,865.0 (286.0) 266.0 VALVOLINE INC VVV US 1,865.0 (286.0) 266.0 VALVOLINE INC VVVEUR EU 1,865.0 (286.0) 266.0 VECTOR GROUP LTD VGR GR 1,404.0 (253.3) 509.3 VECTOR GROUP LTD VGR QT 1,404.0 (253.3) 509.3 VECTOR GROUP LTD VGR US 1,404.0 (253.3) 509.3 VERISIGN INC VRS GR 2,334.6 (1,200.6) 320.4 VERISIGN INC VRS TH 2,334.6 (1,200.6) 320.4 VERISIGN INC VRSN US 2,334.6 (1,200.6) 320.4 VERISIGN INC VRSNEUR EU 2,334.6 (1,200.6) 320.4 VERSUM MATER 2V1 GR 1,087.5 (134.2) 335.0 VERSUM MATER 2V1 TH 1,087.5 (134.2) 335.0 VERSUM MATER VSM US 1,087.5 (134.2) 335.0 VERSUM MATER VSMEUR EU 1,087.5 (134.2) 335.0 VIEWRAY INC 6L9 GR 48.8 (43.7) (1.3) VIEWRAY INC VRAY US 48.8 (43.7) (1.3) VIEWRAY INC VRAYEUR EU 48.8 (43.7) (1.3) WEIGHT WATCHERS WTW US 1,271.0 (1,202.9) (57.2) WEIGHT WATCHERS WTWEUR EU 1,271.0 (1,202.9) (57.2) WEIGHT WATCHERS WW6 GR 1,271.0 (1,202.9) (57.2) WEIGHT WATCHERS WW6 QT 1,271.0 (1,202.9) (57.2) WEIGHT WATCHERS WW6 TH 1,271.0 (1,202.9) (57.2) WELBILT INC 6M6 GR 1,769.1 (43.5) (4.9) WELBILT INC MFS1EUR EU 1,769.1 (43.5) (4.9) WELBILT INC WBT US 1,769.1 (43.5) (4.9) WEST CORP WSTC US 3,440.8 (441.8) 199.7 WEST CORP WT2 GR 3,440.8 (441.8) 199.7 WESTMORELAND COA WLB US 1,584.9 (690.1) (1.6) WESTMORELAND COA WME GR 1,584.9 (690.1) (1.6) WINGSTOP INC EWG GR 111.8 (74.6) (5.6) WINGSTOP INC WING US 111.8 (74.6) (5.6) WINMARK CORP GBZ GR 47.4 (2.3) 12.4 WINMARK CORP WINA US 47.4 (2.3) 12.4 WORKIVA INC 0WKA GR 143.1 (3.1) (1.8) WORKIVA INC WK US 143.1 (3.1) (1.8) YRC WORLDWIDE IN YEL1 GR 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YEL1 QT 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YEL1 TH 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YRCW US 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YRCWEUR EU 1,770.0 (416.2) 218.9 YUM! BRANDS INC TGR GR 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC TGR QT 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC TGR TH 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUM SW 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUM US 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUMCHF EU 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUMEUR EU 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUMUSD SW 5,478.0 (5,656.0) 113.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. 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. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***