/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170501.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 1, 2017, Vol. 21, No. 120 Headlines 1776 AMERICAN: Seeks Approval to Expand Scope of REMAX Services 5 STAR INVESTMENT: Trustee Selling Indiana Properties for $42K ADPT DFW HOLDINGS: Seeks to Hire DLA Piper as Special Counsel ADPT DFW HOLDINGS: Seeks to Hire Epiq as Claims Agent ADPT DFW HOLDINGS: Seeks to Hire FTI Consulting, Appoint CRO ADVANCED BIOMEDICAL: Disclosures Approved; May 31 Plan Hearing ALLWAYS EAST: Sale of Residual Assets to Phoenix for $10K Approved AMERICAN AIRLINES: Pay Raise Pressures Credit Metrics, Fitch Says AMERICAN CONTAINER: Hearing on Plan Outline Approval Set for May 30 AMERICAN CONTAINER: Lease and Sale of Properties to Fund Plan AMERICAN INDEPENDENT: A.M. Best Cuts Finc'l. Strength Rating to C+ ANDROS DEVELOPMENT: Taps Bast Amron as New Legal Counsel ARABELLA EXPLORATION: Affiliate Taps Miller Johnson as Co-Counsel ARABELLA EXPLORATION: Affiliate Taps Murphy as Special Counsel ARABELLA EXPLORATION: Affiliate Taps Ray Battaglia as Co-Counsel ASCENA RETAIL: Moody's Lowers Corporate Family Rating to Ba3 AVANTOR INC: Moody's Puts B2 CFR on Review for Downgrade AVENICA INC: Seeks to Hire Shipkevich as Legal Counsel AZTEC OIL: Fisher & Livingston's Amended Plan Outline Approved B&B REAL ESTATE: Hearing on Disclosures Approval Set for June 13 BARIA AND SONS: Wants to Use Chemical Bank Cash Collateral BE MY GUEST: Taps Frances Caruso as Bookkeeper BLUE BEE: Asks Court to Move Plan Filing Deadline to August 16 CAESARS ENTERTAINMENT: Fitch Withdraws 'CC' Issuer Default Rating CCC OF FAIRPLAY: PCO Files Final Report CERRITOS REFERENCE: Plan Outline Okayed, Plan Hearing on July 13 CHANNEL TECHNOLOGIES: Committee Taps Winthrop Couchot as Counsel CHANNEL TECHNOLOGIES: Plan Exclusivity Extended to June 19 CHARLES WALKER: Examiner's Sale of Westcliffe Property Approved CHINA FISHERY: Sale of Pacific Voyager Vessel Approved CHINACAST EDUCATION: Seeks Compromise to Settle Norton Rose Claim COLD SPY: Wants to Use Direct Capital Collateral COLORADO CHOICE: A.M. Best Lowers Financial Strength Rating to C++ CONSOLIDATED CONTAINER: Moody's Assigns B3 Corporate Family Rating CORONADO GROUP: Moody's Assigns B3 Rating to $200MM Term Loan CORPORATE RESOURCE: $2M Settlement With Del Monte Approved CRESTWOOD HOLDINGS: Moody's Withdraws B3 Rating on $350MM Sr. Loan D&D TREE SERVICE: Can File Plan of Reorganization Until June 27 DEER MEADOWS: U.S. Trustee Appoints Wesley H. Avery as CPO DIOCESE OF NEW ULM: Hires Felhaber Larson as Counsel DIOCESE OF NEW ULM: Hires James Young & Associates as Accountant DIOCESE OF NEW ULM: Hires Valley Properties as Broker DIRECTBUY HOLDINGS: Consumer Liquidation's 401K Plan Terminated EAST VILLAGE PROPERTIES: To Hire Robinson Brog as Legal Counsel ELAN MEDICAL: May 18 Hearing on PCO Appointment Set ELBARDI INTERNATIONAL: Taps Correa Business as Legal Counsel ENERGY TRANSFER: Fitch Affirms BB Junior Subordinated Notes Rating EQUIAN BUYER: Moody's Assigns B2 CFR; Outlook Stable ERWIN ENTERPRISES: Seeks to Hire Barron & Newburger as Counsel ERWIN ENTERPRISES: Taps Robert Kruckemeyer as Special Counsel EXELA TECHNOLOGIES: Moody's Assigns B3 Corporate Family Rating FAUSER ENERGY: Seeks Authorization on Cash Collateral Use FIRST NBC BANK: FDIC as Receiver; Whitney Bank Assumes Deposits FLORIDA ORGANIC: Taps Markarian Frank as Legal Counsel FRANZEN INTERNATIONAL: Horizon Bank Tries to Block Disclosures OK FUSE LLC: Moody's Cuts CFR to Caa1 Amid Drop in Subscriber Base GALLANT CAPITAL: Seeks to Hire Shipkevich as Legal Counsel GARDEN OF EDEN: Exclusive Plan Filing Deadline Extended to June 26 GARRETSON TILE: Hires J. Goeffrey Sturgill, Jr. as Accountant GENERAL WIRELESS: Committee Taps Berkeley as Financial Advisor GENTLEPRO HOME: Wants Authorization to Use IRS Cash Collateral GOING VENTURES: Seeks to Hire Eagle Point as Accountant GOODMAN NETWORKS: Wants Plan Confirmation Hearing Moved to May 2 GRAND ABBACO DEVELOPMENT: Trustee Taps Meland Russin as Counsel GREENE TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee GURKARN DIAMOND: Unsecureds to Get Share of $500 per Month for 1 Yr HAITIAN FIRST CHURCH: Israel Buying Brooklyn Property for $2.5M HARROGATE INC: Fitch Cuts Rating on $10.68MM 1997 Rev. Bonds to BB ICC HOLDINGS: A.M. Best Assigns 'bb' Issuer Credit Rating J&M FOOD: Hires LaGanke Firm as Co-Counsel JAGUAR HOLDING: $550 Mil. PIK Toggle Notes Get Moody's Caa1 JEANETTE GUTIERREZ: Sale of San Antonio Property for $58K Approved JEFFERSON COUNTY, AL: Fitch Affirms BB+ on $395MM Sewer Warrants JERRY DAVIS: Browers Buying Santa Rosa Property for $26K JORDAN BUILDERS: Plan Outline Okayed, Plan Hearing on May 25 KENNETH MANIS: Sale of Baxter Properties Approved KINGDOM REAL ESTATE: Lonesome Dove Tries to Block Disclosures OK LANDS' END: Moody's Cuts CFR to B3; Revises Outlook to Negative LEVEL 1: Ch.11 Trustee Hires Zimmerman Kiser as Attorneys LEVEL 8 APPAREL: Exclusive Plan Filing Period Extended to July 12 LUCKY # 5409: Wants to Move Plan Filing Deadline to August 8 MACIEJ PAINT: Wants to Use Premier Bank Cash Until Aug. 31 MAHOPAC FARMS: Taps Goldberg Weprin as Legal Counsel MARBLES HOLDINGS: CPO Files Report on Sale of PII MASONITE INTERNATIONAL: Moody's Ups Corporate Family Rating to Ba2 MENCO PACIFIC: Sale of 14 Vehicles to CarMax Approved MICHAEL D. COHEN: Appeal Delays Plan Filing Until January 2018 MIDWEST ASPHALT: Wants Exclusivity Period Extended By 120 Days MILLER MARINE: U.S. Trustee Unable to Appoint Committee MOLYCORP MINERALS: ERP-led Auction of All U.S. Assets on June 14 N-STYLE PERSPECTIVE: Taps Donahoe & Young as Legal Counsel NEW YORK CRANE: Committee Taps Dominion Aircraft as Broker NOBLE HOLDING: Moody's Lowers Corporate Family Rating to B2 ON-CALL STAFFING: Seeks July 25 Extension of Plan Filing Deadline PATEL REALTY: Hires Harvey Marcus as Bankruptcy Attorney PATSCO L.P.: 714 Ventures Buying Pittsburgh Property for $370K PAWN AMERICA: U.S. Trustee Appoints 3 Members to Committee PAYLESS HOLDINGS: Seeks to Hire Alvarez & Marsal, Appoint CRO PIONEER HEALTH: Lifebrite Buying All Assets of Early and Monroe POST GREEN: Seeks to Hire Lubin Olson as Rreal Estate Counsel POST GREEN: Seeks to Hire St. James Law as Legal Counsel POWELL VALLEY HEALTH: Unsecureds to Get Share of $10,000 in Cash PURE FOODS: Seeks to Hire Rathbone Barton as Special Counsel R.E.S. NATION: To Settle Remaining REP Disputed Claims Under Plan RAMOS REALTY: Disclosure Statement Hearing Set for June 6 RANDY BALDERAS: Sale of Equipment to Pay Lienholders Approved RESHETAR REALTY: Genesis Buying Springfield Property for $80K ROBISON TIRE: June 15 Hearing to Approve Plan Outline ROSE HILL ESTATE: Taps Barton Law Firm as Legal Counsel RUPARI HOLDING: Hires Donlin Recano as Claims and Noticing Agent SANCTUARY CARE: NBR Buying Rye's Assets for $9.65 Million SEASONS PARTNERS: Taps Christopher Linscott as Accountant SEASONS PARTNERS: Taps Steven Cole as Appraiser SERVICIOS DE DESCUENTO: Taps Tamarez CPA as Accountant SEVENTY SEVEN: Moody's Drops Caa1 CFR After PTEN Merger Closes SHAWERMA EXPRESS: Selling Assets for $150K SHELTER ISLAND: Taps Goldberg Weprin as Legal Counsel SIGEL'S BEVERAGES: Taps Candy & Schonwald as Tax Service Provider SLEEP DOCTOR: Must File Plan, Disclosure Statement on August 14 SUNGEVITY INC: Creditors' Panel Hires Goldin as Financial Advisor SUNGEVITY INC: Panel Hires Brown Rudnick as Co-counsel SUNGEVITY INC: Panel Taps Morris James as Counsel SUNIVA INC: U.S. Trustee Forms 5-Member Committee SYNCHRONOSS TECHNOLOGIES: Moody's Puts B1 CFR on Review TANDOORI AT TRANSIT: Seeks to Hire Cash Realty as Auctioneer TRANSMAR COMMODITY: Wants June 29 Extension of Plan Exclusivity TRENDSETTER HR: Zurich Tries to Block Approval of Disclosures TRES AMIGOS MEXICAN: Taps Thomas Bible as Legal Counsel TRUCK HERO: Gets Moody's B2 CFR After Fund Buys Controlling Stake TUL INVESTMENTS: Court Rejects Disclosure Statement UNILIFE CORPORATION: Taps Leydig Voit as Special Patent Counsel VANGUARD NATURAL: Wants Plan Exclusivity Extended to Aug. 15 VP LITTCO INC: Wants Interim Authorization on Cash Collateral Use VPH PHARMACY: To Auction All Assets on May 24 WONDERWORK INC: Seeks to Hire BDO USA as Auditor YESHIVAH OHEL: Unsecureds to be Paid in Full Under Five Star Plan [^] BOND PRICING: For the Week from April 24 to April 28 ********* 1776 AMERICAN: Seeks Approval to Expand Scope of REMAX Services --------------------------------------------------------------- 1776 American Properties IV LLC filed an application seeking court approval to expand the scope of services of REMAX Executives. In its application, the company asked the U.S. Bankruptcy Court for the Southern District of Texas to authorize the firm to market and sell nine more residential properties located in Edison Park in Bellaire, Texas. The properties are owned by 1776 American Properties V LLC, an affiliate of the company. 1776 American also asked the court to allow REMAX to sell certain apartment units owned by Hazelwood Management Services, and raw land owned by the company and one of its affiliates. REMAX will be paid a maximum commission of 6% of the sale price for any sale that is ultimately approved and closes (with 3% going to any buyer's broker), according to court filings. About 1776 American Properties IV LLC 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Texas Lead Case No. 17-30422) on Jan. 27, 2017. The petition was signed by Jeff Fisher, director of manager. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $50,000. The case is assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC serves as the Debtor's bankruptcy counsel. The Debtor hired REMAX Executives as real estate agent. 5 STAR INVESTMENT: Trustee Selling Indiana Properties for $42K -------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real estate (i) commonly known as 910 West Borley Street, Mishawaka, St. Joseph County, Indiana ("Borley Street") for $15,000; and (ii) commonly known as 2138 Thornhill Drive, South Bend, St. Joseph County, Indiana ("Thornhill Drive") for $27,000 to William Watterud. On March 23, 2016, the Court entered its Order Granting Motion for Joint Administration, consolidating the Debtors' Bankruptcy Cases for purposes of administration only. On June 24, 2016, the Court entered its Agreed Order Granting Trustee's Motion for Substantive Consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered Order Granting Application to Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy Estates’ Broker, authorizing the employment of Tiffany Group Real Estate Advisors, LLC as real estate brokers with respect to the sale of real estate in these bankruptcy cases. Pursuant to the agreement between the Trustee and Tiffany Group approved by the Court, Tiffany Group is entitled to receive a commission of 5% of the total purchase price for all sales that were obtained solely through the efforts of the Tiffany Group. Prior to the Petition Date, on Nov. 5, 2015, the United States Securities Exchange Commission ("SEC") filed a complaint against the Debtors' sole owner, Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte Temporary Restraining Order, asset freeze and other emergency relief in the SEC Action. Prior to the Petition Date, the Debtor, 5 Star Investment Group II, LLC, was the sole owner of the Borley Street. Borley Street is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. Borley Street is also subject to these investor mortgages: a. A first priority mortgage in favor of Abraham Raber dated March 28, 2013. The Raber Mortgage was recorded on April 9, 2013 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1310358. b. A second priority mortgage in favor of Freeman E. Yoder dated Sept. 30, 2013. The Yoder Mortgage was recorded on Oct. 16, 2013 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1331552. c. A third priority mortgage in favor of Midland IRA, Inc. FBO John Cook #1535402 dated July 25, 2014. The Midland Mortgage was recorded on Aug. 27, 2014 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1421125. Prior to the Petition Date, the Debtor, 5 Star Investment Group V, LLC, was the sole owner of the Thornhill Drive. Thornhill Drive is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. Thornhill Drive is also subject to these investor mortgages: a. A first priority mortgage in favor of Amos Lengacher dated Feb. 1, 2013. The Lengacher Mortgage was recorded on Feb. 12, 2013 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1304259. b. A second priority mortgage in favor of John M. Stoltzfus dated Oct. 17, 2013. The Stoltzfus Mortgage was recorded on Oct. 29, 2013 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1332861. c. A third priority mortgage in favor of Homer A. & Marilyn K. Riffey Revocable Living Trust dated Oct. 22, 2013. The Riffey Mortgage was recorded on Nov. 13, 2013 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1334485. d. A fourth priority mortgage in favor of Amanda Marie Graber dated Oct. 22, 2013. The Graber Mortgage was recorded on Nov. 13, 2013 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1334486. On April 24, 2017, pursuant to the sole efforts of the Tiffany Group, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchaser for the total purchase price of $42,000. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests; provided however, the Real Estate is to be sold subject to Permitted Exceptions. It also provides that any portion of the Tax Liens that represent delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Liens that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Moreover, it provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_708_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $42,000 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (i) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement; (ii) disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to Tiffany Group (approximately $2,100); second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Liens; and third to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (iii) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h). The Purchaser can be reached at: William Watterud 611 S. Main Street South Bend, ID 46544 About 5 Star Investment Group 5 Star Investment Group, LLC, and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The cases are assigned to Judge Harry C. Dees, Jr. The Debtor's counsel is Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. ADPT DFW HOLDINGS: Seeks to Hire DLA Piper as Special Counsel ------------------------------------------------------------- ADPT DFW Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire DLA Piper LLP (US) to serve as special counsel to the company and its affiliates with respect to securities law and related disclosure obligations, ongoing litigation, and general corporate and regulatory matters. The primary DLA attorneys and paraprofessionals expected to provide the services and their hourly rates are: Steven Napolitano Partner $1,060 Thomas Califano Partner $1,000 Chris Paci Partner $1,020 David Clarke Partner $1,015 Merle Cowin Teitelbaum Partner $845 Dennis Williams Partner $805 Karen Nelson Partner $690 Sanjay Shirodkar Of Counsel $770 Stephen Alicanti Associate $730 Rachel Nanes Associate $680 Andrew Perlman Associate $585 Mordechai Sutton Associate $580 Yohami Lam Guerra Paralegal $305 Thomas Califano, Esq., at DLA Piper, disclosed in a court filing that his firm does not represent any interest adverse to the Debtors or their bankruptcy estates. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Califano disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements. Mr. Califano also disclosed that his firm has provided the Debtors a prospective budget and staffing plan for the period April 19 to July 19, 2017. The firm can be reached through: Thomas R. Califano, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: thomas.califano@dlapiper.com About ADPT DFW Holdings Adeptus Health LLC -- www.adpt.com -- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC (Bankr. N.D. Tex. Case No. 17-31432) and its affiliates each filed separate Chapter 11 bankruptcy petitions on April 19, 2017, listing $798.67 million in total assets and $453.48 million in total debts as of Sept. 30, 2016. The petitions were signed by Andrew Hinkelman, chief restructuring officer. Judge Stacey G. Jernigan presides over the case. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors hired DLA Piper LLP (US) as special counsel; FTI Consulting Inc. as chief restructuring officer; and Houlihan Lokey, Inc. as investment banker. No trustee, examiner, or committee of creditors has been appointed in these cases. ADPT DFW HOLDINGS: Seeks to Hire Epiq as Claims Agent ----------------------------------------------------- ADPT DFW Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Epiq Bankruptcy Solutions, LLC as official claims agent. The services to be provided by the firm include overseeing the distribution of notices, and the processing of proofs of claim filed in the Chapter 11 cases of ADPT and its affiliates. The firm's professionals and their hourly rates are: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Communication Consultant $395 Kathryn Tran, senior consultant of Epiq, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Tran Epiq Bankruptcy Solutions, LLC 777 Third Avenue, 12th Floor, New York, NY 10017 Tel: (646) 282-2493 About ADPT DFW Holdings Adeptus Health LLC -- www.adpt.com -- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC (Bankr. N.D. Tex. Case No. 17-31432) and its affiliates each filed separate Chapter 11 bankruptcy petitions on April 19, 2017, listing $798.67 million in total assets and $453.48 million in total debts as of Sept. 30, 2016. The petitions were signed by Andrew Hinkelman, chief restructuring officer. Judge Stacey G. Jernigan presides over the case. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors hired DLA Piper LLP (US) as special counsel; FTI Consulting Inc. as chief restructuring officer; and Houlihan Lokey, Inc. as investment banker. No trustee, examiner, or committee of creditors has been appointed in these cases. ADPT DFW HOLDINGS: Seeks to Hire FTI Consulting, Appoint CRO ------------------------------------------------------------ ADPT DFW Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire FTI Consulting, Inc. and appoint the firm's senior managing director as chief restructuring officer. FTI and its senior managing director Andrew Hinkelman will provide these services to the company and its affiliates: (a) Liquidity Forecasting (1) evaluate current liquidity position and expected future cash flows at the subsidiary and consolidated level; (2) assist management in evaluating minimum cash requirement levels at the subsidiary and joint venture level; (3) assist with management and control of cash disbursements; (4) advise the Debtors on cash conservation measures and assist with implementation of cash forecasting and reporting tools as requested; and (5) assist in the preparation of weekly and monthly reporting in accordance with the existing credit agreement and any potential debtor-in-possession credit facility. (b) Restructuring/Other Advisory Services (1) assess potential EBITDA and net cash flow based on location, joint venture, go-forward product line strategy, and other restructuring initiatives; (2) analyze long-term capital needs to effectuate a sale transaction or restructuring; (3) assist with working capital management; (4) participate in the development of strategy to negotiate with key stakeholders in order to effectuate a restructuring; (5) assist the Debtors in developing strategy relating to customers and vendors; (6) assist the Debtors and, if necessary, other advisors in developing strategy relating to existing and prospective capital providers in conjunction with a sale transaction or restructuring; and (7) assist with sizing any DIP financing requirements and presenting cash flows and other diligence information to potential lenders. (c) Asset Sales (1) assist with data collection and information gathering related to third-party due diligence relating to potential transactions with financial and strategic buyers; and (2) advise and assist the Debtors and the professionals they have retained in developing, negotiating and executing Chapter 11 strategy, section 363 sales, or other potential sales of all or portions of their assets. (d) Chapter 11 Planning and Execution Services (1) assist the Debtors in contingency planning; (2) assist the Debtors' personnel with the communications and negotiations with lenders, creditors, and other parties-in-interest; (3) advise and assist the Debtors in the compilation and preparation of financial information, statements, schedules, and monthly operating reports as required by the court or the Office of the U.S. Trustee; (4) assist the Debtors and other advisors with the formulation of a Chapter 11 plan of reorganization or liquidation and the preparation of the corresponding disclosure statement; (5) assist the Debtors in the preparation of a liquidation valuation for a reorganization plan or negotiation purposes; (6) assist the Debtors in managing and executing the reconciliation process involving claims filed by all creditors; and (7) provide testimony in the Debtors case as necessary or appropriate at their request. FTI will receive a monthly advisory fee of $140,000 for the services of the CRO. Meanwhile, the hourly rates for additional personnel range from: Senior Managing Directors $840 - $1,050 Directors/Managing Directors $630 - $835 Consultants/Senior Consultants $335 - $605 Administrative/Paraprofessionals $135 - $265 The firm will also be paid a completion fee of $200,000 payable upon either the confirmation of a plan of reorganization or liquidation; or the sale of substantially all of the Debtors' assets. Moreover, FTI is entitled to a success fee up to $500,000 based on recoveries to unsecured creditors. Mr. Hinkelman 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: Andrew Hinkelman FTI Consulting, Inc. One Front St., Suite 1600 San Francisco, CA 94123 Tel: 415-283-4214 / 415-283-4200 Fax: 415-283-4700 / 415-293-4497 Email: andrew.hinkelman@fticonsulting.com About ADPT DFW Holdings Adeptus Health LLC -- www.adpt.com -- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC (Bankr. N.D. Tex. Case No. 17-31432) and its affiliates each filed separate Chapter 11 bankruptcy petitions on April 19, 2017, listing $798.67 million in total assets and $453.48 million in total debts as of Sept. 30, 2016. The petitions were signed by Andrew Hinkelman, chief restructuring officer. Judge Stacey G. Jernigan presides over the case. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors hired DLA Piper LLP (US) as special counsel; FTI Consulting Inc. as chief restructuring officer; and Houlihan Lokey, Inc. as investment banker. No trustee, examiner, or committee of creditors has been appointed in these cases. ADVANCED BIOMEDICAL: Disclosures Approved; May 31 Plan Hearing -------------------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California approved the fifth amended disclosure statement describing the joint plan of reorganization, dated April 19, 2017, filed by Advanced Biomedical, Inc., and Reach Laboratories LLC. Ballots accepting or rejecting the Plan must be returned by no later than 5:00 p.m. Pacific Daylight Time on May 15, 2017. Any objections to the confirmation of the Plan must be filed with the Court and served by no later than May 15, 2017. The hearing where the Court will determine whether or not to confirm the Plan will take place on May 31, 2017, at 2:00 p.m. in Courtroom 6C of the U.S. Bankruptcy Court, Central District of California, Santa Ana Division, located at 411 West Fourth Street, Santa Ana, California 92701. About Advanced Biomedical Advanced Biomedical, Inc., dba Pathology Laboratories Services, Inc., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 14-15938) on October 1, 2014, and is represented by Robert Sabahat, Esq., at Madison Harbor ALC, in Irvine, California. At the time of its filing, the Debtor's estimated assets was $100,000 to $500,000 and estimated liabilities was $1 million to $10 million. The petition was signed by Cyrus Karimi, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ALLWAYS EAST: Sale of Residual Assets to Phoenix for $10K Approved ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Allways East Transportation, Inc.'s private sale of de minimis residual business assets to Phoenix Transportation Services, Inc., for $10,000. The sale is free and clear of any and all claims, liens, encumbrances and other interests in the Residual Assets of whatever kind or nature. If any Person which has filed statements or other documents or agreements evidencing Liens on, interests in, all or any portion of the Residual Assets will not have delivered to the Debtor or Purchaser, after 10 business days' written demand, the Debtor is authorized and directed, and the Purchaser is authorized, to execute and file such statements, instruments, releases and other documents on behalf of such Person or entity with respect to the Residual Assets. A copy of the list of the Residual Assets which Phoenix has offered to purchase attached to the Order is available for free at: http://bankrupt.com/misc/Allways_East_275_Order.pdf The Order will be effective immediately upon entry, for cause, and the Debtor and the Purchaser are authorized to close the Sale immediately upon entry of the Order. About Allways East Transportation Headquartered in Yonkers, New York, Allways East Transportation Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22589) on April 28, 2016. The petition was signed by Marlaina Koller, vice president. Judge Robert D. Drain presides over the case. Erica Feynman Aisner, Esq., and Julie Cvek Curley, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets and liabilities at $1 million and $10 million at the time of the filing. AMERICAN AIRLINES: Pay Raise Pressures Credit Metrics, Fitch Says ----------------------------------------------------------------- The mid-contract pay increase proposed by American Airlines (BB-/Stable) for its pilots and flight attendants will put pressure on the company's profit and leverage metrics in the near term, according to Fitch Ratings, though Fitch does not anticipates taking a negative rating action at this time. American's announcement is the latest in an industry that has seen broadly rising labor rates pressuring operating margins. Southwest, Delta, Hawaiian, and Allegiant have all recently signed new labor agreements with their pilots that included meaningful pay increases. Meanwhile, JetBlue and Spirit remain in negotiations with their pilots. Higher labor rates are a primary contributor to Fitch's forecast of lower industry profits in 2017, compared with the peak levels seen in 2015 and 2016. American's headroom within its current rating is limited given its aggressive cash deployment strategy and higher leverage versus many of its 'BB' category rated peers. However, Fitch still anticipates that metrics will improve in 2018 and beyond as cost pressures normalize and capital spending moderates. In its last full rating review of American in December, Fitch laid out negative rating action triggers that included adjusted leverage sustained above 4.5x. Higher labor costs, rising oil prices and a soft but improving unit revenue environment may cause leverage to remain at or above the 4.5x level for longer than anticipated. Fitch expects leverage to decline below that level by 2018 or 2019, depending on a sustained, healthy operating environment and American's ability to contain unit costs beyond 2017. American remains comfortably above other negative ratings triggers, including liquidity and profit margins. Concerns for American are also offset by the possibility of improving free cash flow (FCF) over the next several years as capex comes down from peak levels. Fitch's FCF forecast is supported by American's decision to defer deliveries of its A350s, pushing its first delivery from 2018 to 2020, and reducing planned capex by $1.1 billion in the 2018-2020 period. American has also exhibited better unit revenue trends compared to its peers over the last two quarters, which Fitch views as a positive credit factor. American announced in a press release on April 26 that it was offering pay increases of 8% to its pilots and 4% to its flight attendants to bring wages for those groups in line with industry averages. Both labor groups are operating under existing collective bargaining agreements not set to be renegotiated until December 2019 for the flight attendants and January 2020 for the pilots. AMERICAN CONTAINER: Hearing on Plan Outline Approval Set for May 30 ------------------------------------------------------------------- The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the Western District of Tennessee has scheduled for May 30, 2017, at 11:00 a.m., the hearing to consider the approval of American Container, Inc.'s disclosure statement dated April 21, 2017, referring to the Debtor's Chapter 11 plan dated April 21, 2017. Objections to the Disclosure Statement must be filed by May 22, 2017. About American Container American Container, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed by Steve Harris, president. The Debtor is represented by Russel W. Savory, Esq., at Beard & Savory, PLLC. The case is assigned to Judge Paulette J. Delk. The Debtor disclosed total assets at $2.55 million and total debts at $4.30 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of American Container, Inc. AMERICAN CONTAINER: Lease and Sale of Properties to Fund Plan ------------------------------------------------------------- American Container, Inc., filed with the U.S. Bankruptcy Court for the Western District of Tennessee a disclosure statement explaining its plan of reorganization. At the time the Debtor filed its Chapter 11 case, it was essentially out of money and unable to pay or make deposits for insurance covering its employees and building. One of its secured creditors, U.S. Corrugated, had taken steps to enforce its security interested in accounts receivable and equipment. In order to avoid forfeiture of its business assets, the Debtor enlisted D&D Packaging, Inc. to acquire the U.S. Corrugated loan and security interests. Additionally, in order to preserve the remaining value of its business assets and retain as many employees as possible, the Debtor leased its business premises to D&D. D&D, in turn, has paid all necessary adequate protection payments to Renasant Bank and during the case has taken no action to enforce or collect on the secured debt that the Debtor owes to it. The Debtor has negotiated an Asset Purchase Agreement for substantially all of its non-leased equipment with D&D and has sought court approval of certain sale procedures. The goal of the Sale Process is to assure that the Debtor obtains the highest price possible for the property in connection with the sale. Under the plan, Class 8 Allowed Unsecured Non-priority Claims will be paid a pro rata distribution from available funds of the Debtor remaining after payment of all other amounts pursuant to the Plan. This Class is impaired. The Plan will be implemented through a combination of the sale of the Debtor's equipment in the Sale Process, the lease and sale of Debtor's real estate and payments made to or behalf of the Debtor by D&D Packaging, Inc., and the proceeds and income derived therefrom. A full-text copy of the Disclosure Statment is available at: http://bankrupt.com/misc/tnwb16-26399-105.pdf About American Container American Container, Inc., filed a chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed by Steve Harris, president. The Debtor is represented by Russel W. Savory, Esq., at Beard & Savory, PLLC. The case is assigned to Judge Paulette J. Delk. The Debtor disclosed total assets at $2.55 million and total debts at $4.30 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of American Container, Inc. AMERICAN INDEPENDENT: A.M. Best Cuts Finc'l. Strength Rating to C+ ------------------------------------------------------------------ A.M. Best has downgraded the Financial Strength Rating (FSR) to C+ (Marginal) from B+ (Good) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "b-" from "bbb-" of American Independent Companies pool (AIC) (Conshohocken, PA). The outlook of these Credit Ratings (ratings) remains negative. Concurrently, A.M. Best has withdrawn the ratings as the group's management has requested to no longer participate in the A.M. Best's interactive rating process. The rating actions reflect the significant strengthening of the group's loss reserves related to its non-standard auto book of business in each of the past three years, which substantially exceeded the group's projections and expectations. The reserve action produced a downturn in AIC's operating results in 2014 – 2016, and has resulted in a significant reduction in the group's policyholder surplus in recent years. As a result, the group's overall risk-adjusted capitalization has declined substantially. The negative outlooks on the ratings reflect the uncertainty of the company's corrective actions to reverse adverse reserve development. If adverse reserve development continues, the potential exists for lower overall risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR). The FSR has been downgraded to C+ (Marginal) from B+ (Good) and the Long-Term ICR to "b-" from "bbb-", each with a negative outlook, and withdrawn for the following members of the American Independent Companies pool: -- American Independent Insurance Company -- Omni Insurance Company -- Omni Indemnity Company -- Apollo Casualty Company -- Delphi Casualty Company -- Bankers Independent Insurance Company -- Personal Service Insurance Company ANDROS DEVELOPMENT: Taps Bast Amron as New Legal Counsel -------------------------------------------------------- Andros Development Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire a new legal counsel. The Debtor proposes to hire Bast Amron LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and negotiate with creditors on the preparation of a bankruptcy plan. The firm will replace Marrero, Chamizo, Marcer Law LP, which represented the Debtor at the time of its bankruptcy filing. Jeffrey Bast, Esq., the attorney at Bast Amron designated to represent the Debtor, will charge $525 per hour. The Debtor has not funded a retainer in connection with its bankruptcy case, according to court filings. Mr. Bast 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: Jeffrey P. Bast, Esq. Brett M. Amron, Esq. Morgan B. Edelboim, Esq. Bast Amron LLP SunTrust International Center One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Tel: 305.379.7904 Fax: 305.379.7905 Email: jbast@bastamron.com Email: bamron@bastamron.com Email: medelboim@bastamron.com About Andros Development Corp. Based in Coral Gables, Florida, Andros Development Corp. owns a vacant lot located at 3560 Grand Ave Miami, Florida, valued at $818,750. Each of Julio C. Marrero and Orlando Benitez, Jr. owns a 45% equity stake in the Debtor. The other 10% is held by Phillip Muskat. Andros Development is an affiliate of Grand Abbaco Development of Village West Corp and Nassau Development of Village West, Corp., each of which filed for bankruptcy protection on March 27, 2016, and Oct. 2, 2015, respectively. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-13760) on March 28, 2017. The petition was signed by Phillip Muskat, officer and shareholder. The case is assigned to Judge Laurel M. Isicoff. At the time of the filing, the Debtor disclosed $1.64 million in assets and $5.53 million in liabilities. ARABELLA EXPLORATION: Affiliate Taps Miller Johnson as Co-Counsel ----------------------------------------------------------------- An affiliate of Arabella Exploration, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Miller Johnson. The firm will provide these legal services as co-counsel to Arabella Operating LLC: (a) advising Arabella Operating regarding its rights, powers and duties in the continued management and operation of its financial affairs and property; (b) assisting in the preparation of schedules and statement of affairs; (c) attending meetings and negotiating with representatives of creditors; (d) advising Arabella Operating regarding the conduct of its case; (e) advising Arabella Operating on matters related to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (f) taking all necessary actions to protect and preserve Arabella Operating 's estate, including negotiating and facilitating its assets, defending any actions commenced against the estate, and objecting to claims filed against the estate; (g) assisting in formulating and prosecuting a Chapter 11 plan and disclosure statement; and (h) appearing before the bankruptcy court and the Office of the U.S. Trustee. The hourly rates charged by the firm are: Members $300 - $495 Non-Associate Attorneys $300 - $495 Associates $190 - $300 Paralegals $155 - $195 The attorneys designated to represent Arabella Operating are: John Piggins $460 Robert Wolford $420 David Hall $370 Rachel Hillegonds $300 The firm currently serves as co-counsel to Arabella Exploration whose case is jointly administered with that of Arabella Operating. Miller Johnson was paid a retainer of $65,000 on behalf of Arabella Exploration prior to its bankruptcy filing. The firm has not received additional retainer in connection with its representation of Arabella Operating. Rachel Hillegonds, Esq., disclosed in a court filing that her firm does not have any interest adverse to Arabella Operating's bankruptcy estate or creditors. Miller Johnson can be reached through: Rachel L. Hillegonds, Esq. Miller Johnson P.O. Box 306 Grand Rapids, MI 49501-0306 Tel: (616) 831-1700 Email: hillegondsr@millerjohnson.com About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. No trustee, examiner or committee has been appointed in the case. On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479). The case is being jointly administered with that of Arabella Exploration. ARABELLA EXPLORATION: Affiliate Taps Murphy as Special Counsel -------------------------------------------------------------- An affiliate of Arabella Exploration, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Murphy Mahon Keffler Farrier LLC. The firm will provide these legal services as special counsel to Arabella Operating LLC: (a) identify the oil and gas assets owned by Arabella Operating; (b) determine the ownership interest of Arabella Operating to its oil and gas assets and the status of its title to such interest; (c) review the contracts and agreements that affect Arabella Operating's oil and gas assets; (d) determine the validity and priority of any liens that have been filed against the assets; (e) assist Arabella Operating in identifying transfers of oil and gas assets which it may have made prior to filing its bankruptcy case; and (f) assist in the sale and divestiture of the Debtor's oil and gas assets. The hourly rates charged by the firm are: J. Patrick Murphy $450 Mary Ann Fisher $400 Partners $400 - $450 Non-Associate Attorneys $400 - $450 Paralegals $100 J. Patrick Murphy, Esq., disclosed in a court filing that the firm does not hold any interest adverse to Arabella Operating's bankruptcy estate or creditors. The firm currently serves as special counsel to Arabella Exploration whose case is jointly administered with that of Arabella Operating. The firm can be reached through: J. Patrick Murphy, Esq. Murphy Mahon Keffler Farrier LLC 505 Pecan Street, Suite 201 Fort Worth, TX 76102 About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. No trustee, examiner or committee has been appointed in the case. On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479). The case is being jointly administered with that of Arabella Exploration. ARABELLA EXPLORATION: Affiliate Taps Ray Battaglia as Co-Counsel ---------------------------------------------------------------- An affiliate of Arabella Exploration, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire the Law Offices of Ray Battaglia, PLLC. Battaglia will serve as co-counsel with Miller Johnson, another law firm tapped by Arabella Operating, LLC to be its legal counsel. The firm will: (a) take all necessary actions to protect and preserve Arabella Operating's estate, including the negotiation of disputes in which it is involved, and analysis and preparation of objections to claims filed against the bankruptcy estate; (b) prepare court papers; (c) assist in the preparation and negotiation of a bankruptcy plan; (d) challenge the extent, validity or priority of liens; and (e) analyze or prosecute any Chapter 5 and other causes of action. The firm currently provides legal services to Arabella Exploration whose case is jointly administered with that of Arabella Operating. The billing rate for Raymond Battaglia, Esq., a managing member of the firm, is $450 per hour. Mr. Battaglia 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: Raymond W. Battaglia, Esq. Law Offices of Ray Battaglia, PLLC 66 Granburg Circle San Antonio, TX 78218 Tel: 210-601-9405 Fax: (210) 855-0126 Email: rbattaglialaw@outlook.com About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. No trustee, examiner or committee has been appointed in the case. On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479). The case is being jointly administered with that of Arabella Exploration. ASCENA RETAIL: Moody's Lowers Corporate Family Rating to Ba3 ------------------------------------------------------------ Moody's Investors Service downgraded Ascena Retail Group, Inc.'s Corporate Family Rating (CFR) to Ba3 from Ba2, Probability of Default Rating (PDR) to Ba3-PD from Ba2-PD, and senior secured term loan rating to Ba3 from Ba2. The Speculative Grade Liquidity Rating was affirmed at SGL-2. The ratings outlook remains stable. The downgrade reflects the recent deterioration in Ascena's revenue and earnings, and Moody's view that given challenging apparel retail conditions results are unlikely to improve meaningfully in the next 12-24 months. High-single-digit decreases in traffic have been a key driver of Ascena's persistent mid-single-digit declines in same store sales. Moody's believes that Ascena's business transformation initiatives including cost reduction, omnichannel and fleet optimization, can significantly benefit earnings over time. However, in the near term continued price competition and traffic declines will likely offset these efforts. Moody's believes that the CFR is well positioned in the Ba3 category and can withstand modest potential further earnings declines. Ascena's conservative financial policies prioritizing debt repayment, good liquidity, and potential to turn around results with business transformation efforts provide key credit support. Moody's took the following rating actions on Ascena Retail Group, Inc.: -- Corporate Family Rating, downgraded to Ba3 from Ba2 -- Probability of Default Rating, downgraded to Ba3-PD from Ba2- PD -- Speculative Grade Liquidity Rating, affirmed at SGL-2 -- $1.8 billion ($1.597 billion outstanding) senior secured first lien term loan B due 2022, downgraded to Ba3 (LGD3) from Ba2 (LGD3) -- Outlook, remains Stable RATINGS RATIONALE Ascena's Ba3 CFR reflects the company's large scale and diversified portfolio of women's apparel brands. With six out of its seven key brands generating revenues near the $1 billion mark, the company is the third largest rated specialty apparel retailer. Ascena's track record of debt repayment and good liquidity, including solid free cash flow generation and ample revolver availability also support the rating. Lease-adjusted leverage stood at 4.1 times and EBIT/interest expense at 1.3x as of January 28, 2017. Over the next 12-24 months, Moody's anticipates that credit metrics will remain near current levels, reflecting lower debt and interest expense levels due to debt repayment, offset with flat to modestly declining earnings. Moody's believes that Ascena will continue to face a difficult retail environment and meaningful execution risk from implementing a wide range of transformation initiatives. However, the ratings incorporate Moody's view that given its scale and financial flexibility, the company has an opportunity for significant operational improvement. The stable outlook reflects Moody's expectations for flat to modestly declining earnings over the next 12-24 months, good liquidity, and conservative financial policies including debt repayment. The ratings could be upgraded if the company returns to earnings growth, while maintaining conservative financial policies and good liquidity. Quantitatively, the ratings could be upgraded if Ascena achieves and maintains debt/EBITDA below 4 times and EBIT/interest expense approaches 1.75 times. The ratings could be downgraded if revenues and earnings continue to deteriorate meaningfully, if liquidity declines or the company's financial policies become more aggressive, including share repurchases in the absence of meaningful earnings improvement. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 4.5 times or EBIT/interest expense approaches 1.1 times. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc. operates approximately 4,900 women's specialty retail stores throughout the United States, Canada and Puerto Rico under the brands Justice, Lane Bryant, maurices, dressbarn, Catherines, Ann Taylor, LOFT and Lou & Grey. Revenue for the twelve months ended January 28, 2017 was $6.9 billion. AVANTOR INC: Moody's Puts B2 CFR on Review for Downgrade -------------------------------------------------------- Moody's Investors Service placed the B2 Corporate Family Rating (CFR) of Avantor Inc. on review for downgrade. Moody's also placed the B1 first lien Term Loan and Revolving credit facility and the Caa1 2nd lien Term Loan, all issued by Avantor's subsidiary: Avantor Performance Materials Holdings, LLC, on review for downgrade. Ratings Placed on review for Downgrade: Issuer: Avantor, Inc. -- Corporate Family Rating, B2 -- Probability of Default Rating, B2-PD Issuer: Avantor Performance Materials Holdings, LLC -- Gtd Senior Secured 1st Lien Revolving Credit Facility due 2022, B1 (LGD3) -- Gtd Senior Secured 1st Lien Term Loan due 2024, B1 (LGD3) -- Gtd Senior Secured 2nd Lien Term Loan due 2025, Caa1 (LGD6) Outlook Actions: Issuer: Avantor Performance Materials Holdings, LLC -- Outlook, to RUR from Stable Issuer: Avantor, Inc. -- Outlook, to RUR from Stable RATINGS RATIONALE The review is prompted by the recent acquisition of Puritan Products, which will further stretch leverage after two sizable dividends to the equity sponsor over the past seven months. Avantor's leverage trajectory is inconsistent with Moody's expectations and raises the question of whether the B2 CFR is still appropriate for Avantor. In this context, Moody's said the following in its most recent press release in February, 2017: "Moody's would change the outlook to negative or downgrade the CFR if metrics fail to trend favorably over the next few quarters, which could occur if the company were to make near term acquisitions or if the current favorable trends in operations were to reverse, which Moody's don't expects to happen. If leverage fails to trend towards 5 times in the medium term, or if free cash flow were to deteriorate to neutral or near neutral, Moody's would consider a downgrade to the ratings." The review will focus on the extent to which the expectation of achieving 5 times leverage is still valid and will attempt to assess the next strategic and financial actions of the private equity owner as it relates to Avantor. The review will also focus on recent results as well as the details and strategic fit of the recently announced acquisition of Puritan Products, including the impact on debt, earnings and credit metric estimates. Avantor's operational headquarters are located in Pennsylvania, USA. The company has approximately 1,900 employees producing over 30,000 products across four broad product categories (biopharmaceuticals, biomaterials, research and diagnostics, and advanced technologies). In September 2016, the company completed a merger with Nusil, a leader in specialty silicone materials used by medical device manufacturers to produce implantable and non-implantable medical devices. The combined company on a pro forma basis has $690 million of sales. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. AVENICA INC: Seeks to Hire Shipkevich as Legal Counsel ------------------------------------------------------ Avenica Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Shipkevich PLLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, help prepare a bankruptcy plan, and assist in financial transactions. The hourly rates charged by the firm are: Partners/Of Counsel $500 Junior Associates $350 Paraprofessionals $100 Irene Costello, Esq., managing partner at Shipkevich, disclosed in a court filing that she and her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Irene Costello, Esq. Shipkevich PLLC 65 Broadway, Suite 508 New York, NY 10006-2538 Email: icostello@shipkevich.com About Avenica Inc. Avenica, Inc. is a service company that provides staffing and day-to-day operations for Gallant Capital Markets. Avenica sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41813) on April 14, 2017. The petition was signed by Salvatore Bucellato, CEO. Judge Elizabeth S. Stong is the case judge. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. No trustee, examiner or committee has been appointed in the Debtor's case. AZTEC OIL: Fisher & Livingston's Amended Plan Outline Approved -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court gave conditional approval to Aztec Oil & Gas creditors Franklin Fisher, Jr. and Livingston Growth Fund Trust's proposed Second Amended Disclosure Statement. The order states, "The Disclosure Statement as supplemented is conditionally approved. The Plan Proponents shall file a conforming copy of the Disclosure Statement by May 5, 2017. The Plan Proponents are authorized to solicit votes with respect to the proposed Plan. The Court will conduct an evidentiary hearing to consider (i) final approval of the Disclosure Statement; (ii) confirmation of the Plan; and (iii) the Debtor's motion to convert to chapter 7 on July 26, 2017." As reported in the April 12, 2017 edition of the TCR, Franklin Fisher, Jr., and Livingston Growth Fund Trust, creditors of Aztec Oil & Gas, Inc., and Azetec Energy, LLC, filed with the Court an amended disclosure statement dated April 3, 2017, describing their competing Chapter 11 plan of liquidation for the Debtors. Under the Plan, all remaining assets and rights of the Debtors will vest in Aztec Oil & Gas, Inc., with all litigation claims then being transferred to the Litigation Trust. The Litigation Trust will investigate and prosecute claims for the benefit of the unsecured claims of all entities, pro rata. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-31895-189.pdf About Aztec Oil & Gas Houston, Texas-based Aztec Oil & Gas, Inc. (Bankr. S.D. Tex. Case No. 16-31895) and affiliates Aztec Energy, LLC (Bankr. S.D. Tex. Case No. 16-31896), Aztec Operating Company (Bankr. S.D. Tex. Case No. 16-31897), Aztec Drilling & Operaring LLC (Bankr. S.D. Tex. Case No. 16-31898), Aztec VIIIB Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31899), Aztec VIIIC Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31900), Aztec XA Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31901), Aztec XB Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31902), Aztec XC Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31903), Aztec XI-A Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31904), Aztec XI-B Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31905), Aztec XI-C Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31907), Aztec XI-D Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31908), Aztec XII-A Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31909), Aztec XII-B Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31910), Aztec XII-C Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31911), Aztec Comanche A Oil & Gas LP (Bankr. S.D. Tex. Case No. 16-31912), and Aztec Comanche B Oil & Gas, LP (Bankr. S.D. Tex. Case No. 16-31913) filed separate Chapter 11 bankruptcy petitions on April 13, 2015. The petitions were signed by Jeremy Driver, president. Judge David R. Jones presides over Aztec Oil & Gas' case. Judge Marvin Isgur presides over the cases of Aztec Energy, LLC, and Aztec Operating Company. Kristin Nicole Rhame, Esq., at Christin, Smith & Jewell, LLP, serves as the Debtors' bankruptcy counsel. Aztec Oil & Gas, Inc., estimated assets between $100,000 and $500,000 and its liabilities between $500,000 and $1 million. Aztec Energy, LLC, and Aztec Operating Company each estimated their assets and liabilities at up to $50,000 each. B&B REAL ESTATE: Hearing on Disclosures Approval Set for June 13 ---------------------------------------------------------------- The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has scheduled for June 13, 2017, at 9:30 a.m. the hearing to consider the approval of B & B Real Estate General Partnership's amended disclosure statement dated April 24, 2017, referring to the amended Chapter 11 plan dated April 24, 2017. Objections to the Amended Disclosure Statement must be filed by May 30, 2017. About B & B Real Estate B & B Real Estate General Partnership is a Pennsylvania partnership which is principally involved in the development and leasing of its real estate. At the time of the filing of its Chapter 11 bankruptcy, the Debtor owned a single parcel of real estate located at 117 Rose Street, Scotrun, Monroe County, Pennsylvania. The parcel of land is 2.54 acres and includes a commercial building which is primarily used for a gym and fitness center. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. M.D. PA. Case No. 16-02183) on May 23, 2016. The Hon. Robert N. Opel II presides over the case. Law Office of Philip W. Stock represents the Debtor as counsel. In its petition, the Debtor estimated $1.51 million in assets and $2.01 million in liabilities. The petition was signed by Robert C. Bishop, general partner. BARIA AND SONS: Wants to Use Chemical Bank Cash Collateral ---------------------------------------------------------- Baria and Sons, LLC, asks the U.S. Bankruptcy Court for the Western District of Michigan to authorize the use of the cash collateral of The Bank of Holland, now known as Chemical Bank, on an interim basis for a single discrete expense, namely paying the license and application fee for a delivery permit, and regular use of cash collateral for purchasing a new line of inventory, without providing additional adequate protection to its pre-petition secured lenders. Objections, if any, must be filed within 21 days. Prior to filing, the Debtor entered into two loan agreements with the Bank, which were supported by mortgages against the real estate, owned by debtor, and a security interest in all assets. Prior to filing, the Debtor took a number of ill advised loans at interest rates as high as 52% per year from LQD Business Finance, LLC, who purportedly took a security interest in all assets, but may not have properly perfected its interest. The Debtor maintains a deposit account with Bank, and has opened its DIP accounts at the Bank. The Debtor entered into various Notes and or renewals of Notes with Bank, and the relationship is currently governed by: a. Sept. 3, 2014 Promissory Note with a face amount $315,000, Maturity Date of approximately Sept. 1, 2019; fixed interest of 4.730% on a 360 day year, with payments of $3,309 per month. b. Sept. 3, 2014 Promissory Note with a face amount of $185,000, Maturity Date of approximately Sept. 1, 2019, fixed interest of 4.730% on a 360 day year, with payments of $1,200 per month. c. A Business Loan Agreement and Commercial Security Agreement both dated Sept. 3, 2014, which govern the terms of the relationship and grant Bank a security interest in all assets, including a mortgage on the real property. d. The Debtor currently believes that Bank has a properly perfected security interest in all of its assets, including the Debtor's liquor license, except for liquor inventory. e. The Bank is overly secured. The Debtor's real property is worth an estimated $650,000 based on its depreciation schedules; though at the section 341 meeting of creditors, the Bank indicated that its appraisal from 2014 stated a value of $232,000 for the real estate. Its liquor license is estimated to be worth $100,000, and its non-liquor inventory is worth approximately $95,000. The Debtor believes that the current combined balance on the two notes to Chemical Bank is approximately $450,000. f. The Debtor does not propose additional adequate protection for Bank, but presently the Bank is adequately protected under an earlier Order of the Court (DN 42) as follows: (i) the Debtor continues making its regularly scheduled mortgage payments to the Bank in the amounts of $3,309 and $1,200 each month on the 15th day of each month, beginning with March 2017; and (ii) the Debtor maintains all deposit accounts at the Bank. The Debtor has opened its DIP bank accounts at the Chemical Bank. As LQD does not hold a perfected security interest in the Debtor's deposit accounts or any cash collateral, and either LQD, its agent, or one with its apparent authority, converted or embezzled approximately $40,000 of the Debtor's revenue between Feb. 21, 2017 and March 4, 2017. The Debtor proposes no payments or adequate protection of any kind for LQD and is filing an adversary proceeding against LQD seeking damages, avoidance of certain transfers, and a determination of LQD's claim, among other things. Until the adversary proceeding is resolved, LQD should receive nothing. On the date of filing, the Debtor's bank accounts were at Chase Bank, and had been at Chase Bank for approximately two years. The Bank is adequately protected by the Order (DN 42), and all provisions of that Order will continue to govern the Bank's security interests, and rights to payment. The Debtor asks to use a portion of its revenue as necessary to pay for specific expenses outside of the ordinary course of business, and therefore, the Motion asks expanded authority to use cash Collateral. However, the request is for a modest amount and does not impact the Bank's status as being adequately protected in any meaningful way. The Debtor's sales have continued in their growth and it expects the trend to continue through August, and taper off beginning in September. A copy of the Debtor's initial Monthly Report, and the hand-written cash flow reports for April 1, 2017 through April 15, 2017 attached to the Motion is available for free at: http://bankrupt.com/misc/miwb17-00970_73_Cash_Baria_&_Sons.pdf The Debtor's cash flow reports for April 1, 2017 through April 15, 2017 reflect these total weekly cash payouts: a. Week of April 1, 2017 through April 8, 2017: (i) tobacco - $3,827; (ii) grocery-pop newspaper - $3,465; (iii) liquor - $8,966; (iv) beer and wine - $5,699; (v) repairs and maint - $15; and (vi) other - $4,327. b. Week of April 9, 2017 through April 15, 2017: (i) tobacco - $4,400; (ii) grocery-pop newspaper - $2,720; (iii) liquor - $6,498; (iv) beer and wine - $7,400; (v) repairs and maint - $571; and (vi) other - $567. The Debtor asks entry of an Order authorizing the use of Cash Collateral to (i) procure a beer, wine and spirits delivery license with a cost not to exceed $1,170; (ii) publish the service to potential customers via print and social media with a cost not to exceed $500; (iii) add premium cigars to its inventory at a cost not to exceed $3,000; (iv) pay the cost outlay for the initial procurement of cigars. The Debtor asserts that once the inventory of premium cigars is established and sales commence, the monthly procurement of additional cigar inventory will be in the ordinary course of business and not require an Order, aside from the more general Order (as may be extended from time to time) permitting the use of cash collateral and granting adequate protection. About Baria and Sons, LLC Baria and Sons, LLC operates a convenience and liquor store in Spring Lake, Michigan, serving a diverse clientele. The company sells a wide variety of liquor, from economy brands to relatively high end brands. It also has a large and carefully selected variety of craft beers for sale, including mix and match six packs. It sells various packaged grocery items, sodas, energy drinks, water and brewed coffee. Its customers range from those passing through to locals who live in high end lake homes to economy housing. Baria and Sons, LLC filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 17-00970), on March 6, 2017. The Petition was signed by Gurinder Baria, General Manager. The Debtor is represented by James R. Oppenhuizen, Esq. at Oppenhuizen Law Firm, PLC. At the time of filing, the Debtor had estimated both assets and liabilities to be between $500,000 and $1 million each. No Trustee or Examiner has been appointed in the Debtor's Chapter 11 case and no Committees have been designated. BE MY GUEST: Taps Frances Caruso as Bookkeeper ---------------------------------------------- Be My Guest, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a bookkeeper. The Debtor proposes to hire Frances Caruso to prepare and review financial reports, including its monthly operating statements and provide other services related to its Chapter 11 case. Mr. Caruso will be paid an hourly fee of $50, and will be reimbursed for work-related expenses. In a court filing, Mr. Caruso disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About Be My Guest Be My Guest, LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10692) on March 22, 2017. The petition was signed by Lucy Balan, authorized member. Douglas J. Pick, Esq. of Pick & Zabicki LLP represents the Debtor. The Hon. Sean H. Lane presides over the case. As of date of filing, Be My Guest had $500,000 to $1 million estimated assets and $1 million to $10 million estimated liabilities. BLUE BEE: Asks Court to Move Plan Filing Deadline to August 16 -------------------------------------------------------------- Blue Bee, Inc. d/b/a ANGL requests the U.S. Bankruptcy Court for the Central District of California to extend the Debtor's exclusive periods to file a plan of reorganization and obtain acceptances, to and including August 16, 2017 and October 16, 2017, respectively. The Court has previously extended the Debtor's exclusive periods to file a Plan and obtain acceptances thereof, pursuant to an Order entered on February 7, 2017. Without the requested extension, the Debtor's exclusivity periods would expire on May 17, 2017 and July 17, 2017, respectively. The Debtor submits that at the outset of its bankruptcy case, the Debtor believed it was critical that it first identify the core Retail Stores around which it might ultimately be able to reorganize before the Debtor could begin exploring and formulating the terms of a feasible plan of reorganization. Accordingly, the Debtor relates that shortly after the Petition Date, it began the process of analyzing the financial performance of each of its twenty-one Retail Stores so as to determine which of the Retail Stores were currently profitable or potentially profitable if rent concessions could be successfully negotiated with the landlords, and which of the Retail Stores were not profitable and therefore needed to be closed on an expeditious basis. Ultimately, as a result of the Debtor's analysis of the business operations of the Retail Stores and negotiation with certain of its landlords for rent concessions and other lease modifications, the Debtor ultimately elected to close and reject the corresponding leases for, eight of its Retail Stores, leaving the Debtor with a total of 13 currently operating Retail Stores. While the Debtor has sought and obtained Court authority to assume the leases for three of the Operating Retail Stores, the Debtor submits that it has not yet sought to assume or reject the leases for the ten other Operating Retail Stores. The Debtor anticipates that it will complete its analysis of these ten Remaining Retail Stores and will be bringing motions seeking to either assume or reject the leases for the Remaining Retail Stores by May 17, 2017. However, the Debtor also anticipates that it may be filing a motion to further extend the deadline for assuming or rejecting such leases in the event that the Debtor requires additional time to make a final determination regarding the assumption or rejection of the leases for all or some of the ten Remaining Retail Stores, and to the extent that the landlords under such leases consent. The Debtor tells the Court that once it has made a final determination regarding the assumption or rejection of the leases for its Remaining Retail Stores, and has had sufficient time to evaluate its business operations and accurately forecast its sales revenue and expenditures to formulate and ultimately support a plan of reorganization, the Debtor will be in a position to formulate and file a plan of reorganization in this case. The Debtor hopes to file a plan of reorganization and disclosure statement within the next ninety days. About Blue Bee, Inc. Blue Bee, Inc., d/b/a ANGL, filed a chapter 11 petition (Bankr. C.D. Cal. Case No. 16-23836) on Oct. 19, 2016. The petition was signed by Jeff Sungkak Kim, president. The Debtor is represented by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP. The case is assigned to Judge Sandra R. Klein. The Debtor estimated assets and liabilities at $1 million to $10 million. Blue Bee is a retailer doing business under the "ANGL" brand offering stylish and contemporary women's clothing at reasonable prices to its fashion-savvy customers. As of the bankruptcy filing date, the Debtor owns and operates 21 retail stores located primarily in shopping malls throughout the state of California. Since the opening of its first Retail Store in 1992 along Melrose Avenue in Los Angeles, California, the Debtor has focused on bringing designer fashion to a wider audience. CAESARS ENTERTAINMENT: Fitch Withdraws 'CC' Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has maintained the Rating Watch Positive for Caesars Entertainment Corp. and related entities. Fitch has chosen to withdraw the ratings of Caesars and related entities for commercial reasons. RATING SENSITIVITIES Ratings sensitivities are no longer relevant given withdrawal. FULL LIST OF RATING ACTIONS Fitch has maintained the Rating Watch Positive for the following ratings and subsequently withdrew all of the ratings: Caesars Entertainment Corp. (CEC) -- Long-Term Issuer Default Rating (IDR) 'CC'. Caesars Entertainment Resort Properties, LLC (CERP) -- Long-Term IDR 'B-'; -- Senior secured first-lien credit facility 'B+/RR2'; -- First-lien notes 'B+/RR2'; -- Second-lien notes 'CCC/RR6'. Caesars Growth Properties Holdings, LLC (CGPH) -- Long-Term IDR 'B-'; -- Senior secured first-lien credit facility 'BB-/RR1'; -- Second-lien notes 'B-/RR4'. Corner Investment PropCo, LLC (The Cromwell) -- Long-Term IDR 'B-'; -- Senior secured credit facility 'B+/RR2'. CCC OF FAIRPLAY: PCO Files Final Report --------------------------------------- Kim Bridges, as Long Term Care Ombudsman for CCC of Fairplay, LLC, filed a Final Status Report on April 21, 2017, wit the United States Bankruptcy Court for the District of South Carolina. The Report noted that on April 9, 2017, the Administrator, Mary Dunmoyer, gave notice that as of April 7, 2017 the facility was officially closed, and on April 11, 2017, the Administrator emailed that all the nine residents had been discharged from the facility. Eight of the residents were transferred to other facilities and one resident was discharged home. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/scb16-03240-96.pdf About CCC of Fairplay CCC of Fairplay, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 16-03240) on June 30, 2016. The Debtor seeks to hire Skinner Law Firm, LLC, as its legal counsel. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CCC of Fairplay, LLC. The United States Bankruptcy Court for the District of South Carolina granted the application of the United States Trustee for the appointment of A. Dale Watson of the State Long Term Care Ombudsman Program as the patient care ombudsman for CCC of Fairplay, LLC. CERRITOS REFERENCE: Plan Outline Okayed, Plan Hearing on July 13 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will consider approval of the Chapter 11 plan of Cerritos Reference Laboratory, Inc., at a hearing on July 13. The hearing will be held at 8:30 a.m., at Department 1575 of the U.S. Bankruptcy Court, Central District of California, Los Angeles Division. The court had earlier approved Cerritos' disclosure statement, allowing the company to start soliciting votes from creditors. The order set a May 13 deadline for creditors to cast their votes accepting or rejecting the plan. The deadline to file a notion for confirmation of the plan is May 25. Objections are due by June 8. Cerritos' latest restructuring plan filed on Feb. 23 proposes to pay unsecured creditors 50% of their claims in two years. About Cerritos Reference Cerritos Reference Laboratory, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14824) on April 14, 2016. The petition was signed by Arturo Pamintuan, president. The case is assigned to Judge Sandra R. Klein. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. On Dec. 15, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CHANNEL TECHNOLOGIES: Committee Taps Winthrop Couchot as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Channel Technologies Group, LLC seeks court approval to hire legal counsel. In a filing with the U.S. Bankruptcy Court for the Central District of California, the committee proposes to hire Winthrop Couchot Golubow Hollander LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, investigate the Debtor's financial condition, and assist in the investigation of a bankruptcy plan. The hourly rates charged by the firm for the services of its attorneys range from $425 to $750. The firm's paralegal charges $175 per hour. Robert Opera, Esq., at Winthrop, 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: Robert E. Opera, Esq. Andrew B. Levin, Esq. Winthrop Couchot Golubow Hollander LLP 660 Newport Center Drive, Fourth Floor Newport Beach, CA 92660 Tel: (949) 720-4100 Fax: (949) 720-4111 Email: ropera@wcghlaw.com Email: alevin@wcghlaw.com About Channel Technologies Group Headquartered in Santa Barbara, California, Channel Technologies Group, LLC, designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. CTG is a privately owned California limited liability company founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings, LLC, a Delaware limited liability company, from Alta Properties, Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of CTG's member interests. BWP is majority-owned by Blue Wolf Capital Fund II, L.P. (the Company's pre-petition lender), which is an investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is a member-managed LLC. Charles Miller is the manager. CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter Carroll. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Fernald Law Group LLP as special counsel; CR3 Partners, LLC as restructuring advisor; and Prime Clerk LLC as noticing, claims and balloting agent. On April 7, 2017, the U.S. Trustee appointed three creditors to serve on the Official Committee of Unsecured Creditors. CHANNEL TECHNOLOGIES: Plan Exclusivity Extended to June 19 ---------------------------------------------------------- The Hon. Peter H. Carroll of the U.S. Bankruptcy Court for the Central District of California has extended, at the behest of Channel Technologies Group, LLC, the Debtor's exclusive right to: -- file a plan of reorganization through and including June 19, 2017, and -- solicit acceptances from creditors for its plan through and including Aug. 18, 2017. As reported by the Troubled Company Reporter on April 17, 2017, the Debtor asked the Court for the extensions, saying that while it has been expeditiously acting for the benefit of the estate and its creditors, it is not yet in a position to proceed with a plan. The Debtor is currently evaluating whether a Chapter 11 plan would be cost-effective and whether another exit strategy would be more beneficial and appropriate in its case. About Channel Technologies Group Headquartered in Santa Barbara, California, Channel Technologies Group, LLC, designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. CTG is a privately owned California limited liability company founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings, LLC, a Delaware limited liability company, from Alta Properties, Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of CTG's member interests. BWP is majority-owned by Blue Wolf Capital Fund II, L.P. (the Company's pre-petition lender), which is an investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is a member-managed LLC. Charles Miller is the manager. CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter Carroll. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Fernald Law Group LLP as special counsel; CR3 Partners, LLC as restructuring advisor; and Prime Clerk LLC as noticing, claims and balloting agent. On April 7, 2017, the U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. CHARLES WALKER: Examiner's Sale of Westcliffe Property Approved --------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized C. Randel Lewis, the Examiner for the Craig J. Walker and Susan Ann Walker and in the Walker III-Voss, LLC, to sell the real estate known as 104 North Adams Boulevard, Westcliffe, Colorado, to Lynn Branam and Sarah A. Branam for $275,000. The sale is free and clear of liens, claims, and interests. The employment of Custer County Realty, Inc., and the proposed sale commission of 6% payable to Custer County Realty are approved. Craig J. Walker and Susan Ann Walker sought Chapter 11 protection (Bankr. D. Colo. Case No. 15-18281) on July 24, 2015. CHINA FISHERY: Sale of Pacific Voyager Vessel Approved ------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved China Fishery Group's Chapter 11 trustee's motion for an order authorizing (a) the private sale of non-debtor vessel Pacific Voyager (currently owned by Sustainable Fishing Resources, a non-debtor subsidiary of CFG Peru Singapore) and (b) the Chapter 11 trustee to consent to and take all corporate actions desirable or necessary in connection therewith. As previously reported, "[T]he Chapter 11 Trustee seeks entry of an order (i) authorizing the Chapter 11 Trustee to take all corporate governance actions desirable or necessary to effectuate the private sale of the Pacific Voyager pursuant to a Memorandum of Agreement ('MoA') and Letter Agreement Regarding Pacific Voyager ('Side Letter,' together with the MoA, the 'Sale Agreement') by and between SFR and Arctic Raven Pelagic A/S or its nominee ('Arctic Raven' or the 'Buyer'); and (ii) approving the Sale Transaction pursuant to the terms of the Sale Agreement. The sale of the Pacific Voyager will provide the Peruvian OpCos and the Debtor's estate with additional necessary liquidity. Moreover, entry of an Order approving the Chapter 11 Trustee's proposed actions provides finality and security to Arctic Raven as buyer of the Pacific Voyager. The proceeds from the Sale Transaction will be used to repay Copeinca for intercompany loans totalling approximately $2,000,000 USD for various expenses including but not limited to regulatory fees, taxes, customs, inspection and maintenance fees of the SFR Vessels, legal fees, and rental property fees; as well as to potentially pay administrative costs such as U.S. Trustee quarterly fees and fees and expenses for professionals who have not yet received any payment in these cases." About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The cases are assigned to Judge James L. Garrity Jr. At the time of the filing, China Fishery Group estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP as conflict counsel; Goldin Associates, LLC, as financial advisor; and RSR Consulting LLC as restructuring consultant. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CHINACAST EDUCATION: Seeks Compromise to Settle Norton Rose Claim ----------------------------------------------------------------- ChinaCast Education Corporation filed with the U.S. Bankruptcy Court for the Southern District of New York a first amended disclosure statement referring to its first amended plan of reorganization, dated April 21, 2017. On Feb. 28, 2017, the Debtor filed the Debtor's Motion for Entry of an Order Authorizing the Debtor to Obtain Post-Petition Secured, Superpriority Financing Pursuant to 11 U.S.C. sections 105, 362 and 364, Bankruptcy Rule 4001(c) and Local Bankruptcy Rule 4001-2. The DIP Financing Motion was filed by the Debtor to obtain financing necessary to pay the Norton Rose Cure Claim and the other administrative costs that are required to be paid in order for the Plan to be confirmed. According to the amended disclosure statement, the DIP Financing Motion was granted by order of the Bankruptcy Court dated March 27, 2017. Shortly after the Court granted the DIP Financing Motion, the Debtor borrowed the full amount of the available $324,000 of the DIP Financing. On Feb. 28, 2017, the Debtor filed its Application for Entry of an Order Authorizing the Employment and Retention of Norton Rose Fulbright Hong Kong as Special Litigation Counsel for the Debtor and Debtor-in-Possession Nunc Pro Tunc to the Petition Date to represent the Debtor in Recovery Actions in Hong Kong. The Norton Rose Retention Application was granted by order of the Bankruptcy Court dated March 27, 2017. In connection with the Norton Rose Retention Application, the Debtor also filed the Debtor's Motion for Entry of an Order Authorizing and Approving Assumption of Engagement Agreements Between Debtor and Norton Rose Fulbright Hong Kong. By the Norton Rose Assumption Motion, the Debtor sought authority to assume certain engagement agreements between the Debtor and Norton Rose Fulbright Hong Kong and to cure, before plan confirmation, certain defaults thereunder. On March 27, 2017, the Bankruptcy Court entered an order denying the Norton Rose Assumption Motion, without prejudice. Thereafter, the Debtor filed the Debtor's Motion for Entry of an Order Approving Compromise with Norton Rose Fulbright Hong Kong Pursuant to Federal Rule of Bankruptcy Procedure 9019(a). Pursuant to the Norton Rose Compromise Motion, the Debtor seeks approval of a compromise resolving the pre-petition claim of Norton Rose in the amount of $474,215.59, which compromise provides for the payment of $150,000 to Norton Rose when the Norton Rose Compromise Motion was granted, with Norton Rose retaining the balance of $324,215.59 as a General Unsecured Claim. As of the date of this Disclosure Statement, the Norton Rose Compromise Motion was pending. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-13121-82.pdf The Troubled Company Reporter previously reported that Class 6 General Unsecured Claims -- estimated at $12,367,282 -- is impaired by the Plan. Estimated recovery for this class is unknown. Shares in assets remaining after unclassified claims and Classes 1-3 are paid in full pari passu with Classes 4 and 5. About Chinacast Education ChinaCast Education Corp. owned and operated three universities in China: the Foreign Trade and Business College of Chongqing Normal University, the Lijiang College of Guangxi Normal University and the Hubei Industrial University Business College, in addition to internet-based interactive distance learning applications, multimedia education content delivery, and vocational training courses. Chinacast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on Nov. 9, 2016. The petition was signed by Douglas Woodrum, chief financial officer. The case is assigned to Judge Mary Kay Vyskocil. Klestadt Winters Jureller Southard & Stevens, LLP represents the debtor as its bankruptcy counsel. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. The Office of the U.S. Trustee has not yet appointed an official committee of unsecured creditors. COLD SPY: Wants to Use Direct Capital Collateral ------------------------------------------------ Cold Spy on the Inside, LLC, doing business as Tune Up Plus, asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize its use of the collateral of Direct Capital Corp. to maintain its automotive repair business. Objections, if any, must be filed within 14 days after service of the Notice. In September 2014, the Debtor and Direct Capital entered into the Agreement, whereby the Debtor would lease the Collateral from Direct Capital in exchange for monthly payments of $1,067 for 60 months, plus a security deposit of $1,066, an advance payment with tax of $1,067, processing fees of $99 and one final buyout payment of $1. The Debtor uses the Collateral in its business operations. As of the Petition Date, the Debtor owed approximately $34,115 to Direct Capital. The obligation owed is secured by the Collateral and it has a recorded UCC-1 with the State Corporation Commission of the Commonwealth of Virginia. In connection with its business, the Debtor has various obligations for taxes, payroll, utilities, parts, and other costs associated with the business operations. In order to continue its operations, it needs to use the Collateral to generate income to pay the expenses of the case and its operations. Direct Capital has consented to the use of the Collateral and the proposed monthly payment, which is a reduction of the monthly amount set forth in the Agreement. The Debtor will continue to use these Collateral, which is collateral for the obligation owed to Direct Capital, as well as addressing payments due to Direct Capital, which come due to Direct Capital on a monthly basis: (i) alignment machine, CEMB, Part #: DWA1000XL, located at the Norfolk location of the Debtor; (ii) alignment machine, CEMB, Part #: DWA1000XL, located at the Hampton location of the Debtor; (iii) alignment machine, CEMB, Part #: DWA1000XL, located at the Virginia Beach location of the Debtor; and (iv) alignment machine, CEMB, Part #: DWA1000XL, located at the Chesapeake location of the Debtor. Direct Capital has asked that the Debtor ask the relief in order to protect its interests. According to the Debtor, the use of the collateral should help in preserving the estate for all parties-in-interest; and the Collateral is used in the normal business operations of the Debtor, which is providing auto repairs and services to the public located throughout the Hampton Roads/Tidewater area. The main provisions of the proposed use of the Collateral are: (i) the Debtor will use the Collateral in its normal business operations during the pendency of its bankruptcy case; and (ii) it may use the Collateral, subject to the terms imposed by the Court pursuant to any order allowing the use and adequate protection provided by it. The Debtor, as adequate protection for the use of the Collateral, and as satisfaction for the payments that become due to Direct Capital, the Debtor will pay $900/month, which payments will begin immediately, until the obligation is satisfied, or as a result of further order entered in the case governing the obligation owed to Direct Capital, with the monthly payments being remitted by the 15th day of each month. The Debtor asks the Court to enter an order allowing it to use the Collateral and make monthly adequate protection payments to Direct Capital, as proposed; and for such other and further relief as the Court deems just and proper. A full-text copy of the Motion is available for free at: http://bankrupt.com/misc/Cold_Spy_28_Sales.pdf About Cold Spy on the Inside Cold Spy on the Inside, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-71004) on March 22, 2017. The case is assigned to Judge Stephen C. St. John. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. No trustee, receiver or creditors' committee has been appointed. COLORADO CHOICE: A.M. Best Lowers Financial Strength Rating to C++ ------------------------------------------------------------------ A.M. Best has downgraded the Financial Strength Rating to C++ (Marginal) from B (Fair) and the Long-Term Issuer Credit Ratings to "b+" from "bb+" of Colorado Choice Health Plans (Colorado Choice) (Alamosa, CO). These Credit Ratings (ratings) remain under review with the implication revised to developing from negative. The rating actions reflect a significant deterioration in Colorado Choice's absolute and risk-adjusted capital at year-end 2016. The company reported a $4.8 million net loss for the year driven by sizeable premium growth and its persistently high loss ratio. At year-end 2016, the capital and surplus was $1.6 million, while annual premium exceeded $92 million resulting in risk-based capital falling below 50% company action level. Furthermore, a substantial portion of Colorado Choice's capital at year-end 2016 was comprised of subordinated debentures. The company entered into an agreement to merge with Melody Health Insurance (Melody Health) in November 2016; however, the approval and closing of the transaction is not expected until second quarter 2017. While Colorado Choice anticipates a capital contribution from Melody Health to bring the risk-based capital above 200% upon closing of the transaction, A.M. Best is concerned that Colorado Choice may not be able to meet its financial obligations to policyholders should the closing of the transaction be delayed or if the terms of the anticipated capital contribution are changed. If the capital contribution is not received as currently planned, an additional rating downgrade is likely. Conversely, if the transaction closes and the capital contribution as specified above is provided, A.M. Best may consider an upgrade for the ratings. CONSOLIDATED CONTAINER: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Consolidated Container Company LLC (New) (CCC). Moody's also assigned a B3 rating to the First Lien Senior Secured Term Loan due in 2024. The ratings outlook is stable. The proceeds from the new loan will be used to finance the acquisition of rigid packaging manufacturer, Consolidated Container, by Loews Corporation (A3 stable) from Bain Capital. The purchase price is supported by an approximately $625 million equity investment by Loews Corporation. The transaction is expected to close in May 2017. The existing ratings of Consolidated Container Company LLC including the Caa1 CFR are not affected and will be withdrawn upon closing of the transaction. Moody's took the following actions: Assignments: Issuer: Consolidated Container Company LLC (New) -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3-PD -- Senior Secured First Lien Term Loan, Assigned B3 (LGD 4) Outlook Actions: Issuer: Consolidated Container Company LLC (New) -- Outlook, Assigned Stable Consolidated Container Company LLC: Withdraw all ratings and Outlook following close of transaction The ratings are subject the transaction closing as proposed and the receipt and review of the final documentation. RATINGS RATIONALE The upgrade of the Corporate Family Rating to B3 from Caa1 reflects the reduction in debt resulting from the buyout and equity investment by Loews Corporation (A3 stable). The proposed reduction in debt improves credit metrics to a level commensurate with the rating category as outlined in the rating triggers. The resulting reduction in interest expense is also expected to improve the company's weak free cash generation and provide improved liquidity. The B3 Corporate Family Rating reflects the company's concentration of sales, significant percentage of commoditized products and percentage of business that is not under contract. CCC has a high concentration of sales by both product line and customer. The rating also reflects the strong competition in the industry and fragmented structure that will make it difficult to meaningfully improve earnings. . The company's product line contains a significant percentage of commoditized products. Approximately 20% of the business by volume is not under long-term contract and subject to market forces. The rating is supported by the company's on-going cost reduction initiatives, long-standing relationships with certain well-established manufacturers and significant percentage of plants co-located on the customer's premises. Despite a small revenue base, CCC has scale relative to many competitors. Approximately 80% of business by volume is under contract with raw material cost pass-through provisions, but other costs are not passed through on all contracts and lags in passing through costs can be significant. Moody's expects CCC's high debt-to-leverage (approximately over 5.5x for the fiscal year ended December 2016 pro forma for the transaction and including Moody's standard adjustments) to remain within the rating category over the next 12 to 18 months. Moody's expects CCC will pursue acquisitions and while increased scale and a stronger market position would be beneficial, acquisitions create integration risk and will likely limit de-leveraging. The ratings could be upgraded if CCC sustainably improved its credit metrics within the context of a stable competitive and operating environment. In particular, management will need to execute on their operating plan and demonstrate that any improvements in credit metrics are sustainable. Specifically, the ratings could be upgraded if debt/EBITDA declines below 5.5 times, EBITDA to interest expense increases above 3.0 times and funds from operations to debt increases above 8.5%. The ratings could be downgraded if there is a deterioration in credit metrics, liquidity or the operating and competitive environment. The ratings could also be downgraded if financial aggressiveness increases. Specifically, the ratings could be downgraded if debt/EBITDA is above 6.0 times, EBITDA to interest expense declines below 2.0 times and funds from operations to debt is below 6.0%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Based in Atlanta, Georgia, Consolidated Container Company LLC is one of the leading domestic manufacturers of rigid plastic containers for mostly branded consumer products and beverage companies and a supplier of recycled resin. Revenues for the twelve months ended December 31, 2016 were $788 million which were predominantly generated domestically. The company will now be owned by Loews Corporation. CORONADO GROUP: Moody's Assigns B3 Rating to $200MM Term Loan ------------------------------------------------------------- Moody's Investors Service assigned a first time B3 rating to the proposed $200 million First Lien Term Loan B to be issued by Coronado Group LLC (Coronado). Moody's also assigned the Corporate Family Rating (CFR) of B3 and the Probability of Default Rating (PDR) of B3-PD. The outlook is stable. The proceeds of the issuance are expected to be used to pay dividends to Coronado's shareholders. The company began to receive funding from The Energy & Minerals Group (EMG), a Texas-based PE firm, in 2012. The company had been funded by 100% equity to date, from both EMG and Coronado's management. The company's three metallurgical coal mine complexes were acquired from Lehman Brothers, Cliffs Natural Resources, and CONSOL Energy. Issuer: Coronado Group LLC Assignments -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3-PD -- $200M Senior Secured Term Loan B, Assigned B3 (LGD4) Outlook Actions: -- Outlook, Assigned Stable RATINGS RATIONALE While Moody's acknowledge the low-cost position of the company's mines, particularly Buchanan long wall operation, the ratings reflect the significant operational concentration with roughly 70% of production coming from Buchanan, and the inherent volatility of the metallurgical coal markets. The B3 CFR further reflects the company's ownership of one of the most productive, and efficient metallurgical coal mining complexes in the United States, Buchanan, acquired from CONSOL Energy in March 2016. In addition to low-vol met coal production from Buchanan, the company also produces high-vol met coal from the Logan mining complex and mid-vol met coal from Greenbrier. All three complexes are located in Central Appalachia and in 2016 had a combined production of 7.4 million short tons, with roughly 90% of it sold as metallurgical coal to the domestic and international steelmakers. The metallurgical coal benchmark settlements have fluctuated between $82 and $285/mt over the past year, and the ratings incorporate pricing sensitivities of $175 average for 2017, $120 for 2018 and 2019 in the base case and $95 in a stress case. Moody's does not views the recent surge in metallurgical coal prices as sustainable. The recent upturn is attributable primarily to temporary supply disruptions and operating days restrictions at mines in China, weather events in Australia and a stimulus-driven increase in demand from the Chinese steel sector. While the price rally provides long-awaited relief to the metallurgical coal producers, Moody's believes that the market will normalize by the end of 2017. In April 2017, spot prices for the low-vol met coal tracked at around $170. The ratings reflect our expectations that the company Debt/ EBITDA, as adjusted, would be maintained at below 2x, assuming positive free cash flows in 2017 are directed towards debt repayment, and met benchmark prices are sustained at around $120 per tonne beyond 2017. Current ratings assume that following dividend payout of $300 million in 2017, the company will not make any further major distributions to its shareholders over the medium term. The ratings further reflect, however, potential uncertainty in future financial policies of the company, e.g. with respect to any future acquisitions. The ratings also reflect potential volatility in margins and increase in leverage should metallurgical coal prices retreat to the low levels observed in 2015 and 2016. The B3 rating on the senior secured term loan, in line with the CFR, reflects the preponderance of secured debt in the capital structure, along with the $100 million ABL revolver. The company has adequate liquidity, including cash balance of roughly $90 million at December 31, 2016 and expected full availability under the $100 million ABL facility. The senior secured term loan is not expected to have any financial covenants. Moody's expects positive free cash flows over the next twelve months at current prices. Moody's note, however, that free cash flows could turn negative at some of the pricing levels observed over the past two years while the industry was in distress. The stable outlook reflects our expectation of positive free cash flows. The ratings could be upgraded if metallurgical coal markets were to show more stability and predictability. The ratings could also be upgraded in the event of material growth in scale and diversity. The ratings could be downgraded if Debt/ EBITDA, as adjusted, increased above 5x, if free cash flows turned negative, or if liquidity deteriorated. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Headquartered in Beckley, West Virginia, Coronado Group LLC (Coronado) operates seven active mines within three main mining complexes, which consist of one longwall mine and two continuous mines in the Central Appalachian region. The company produces and exports metallurgical ("met") coal for a customer base of blast furnace steel producers. For the twelve months ended December 31, 2016, the company generated $439 million in revenues. CORPORATE RESOURCE: $2M Settlement With Del Monte Approved ---------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Corporate Resource Services' Chapter 11 trustee's motion for entry of an order approving a settlement agreement with Del Monte Fresh Production and Del Monte Fresh Produce As previously reported, "As part of the ongoing administration of the jointly administered estates before the Court in these cases, the Trustee seeks authority to settle the largest -- and perhaps most contentious -- litigation over the collection of accounts receivable, for an affirmative recovery in the amount of $2,000,000 by the estates of TS Staffing Services and Diamond Staffing Services, the 'Estates.' The proposed settlement arises in litigation commenced prior to the filing of these chapter 11 cases, by DMI as plaintiff in the United States District Court for the Southern District of Florida, against TS Staffing Services, ('TSS'), seeking damages in excess of $12,000,000 for alleged breaches, acts and omissions in connection with a contract to provide temporary labor for certain tomato farming operations in Florida and Virginia. The Trustee believes and respectfully avers to this Court that the proposed settlement is in the best interest of the Estates, providing an immediate $2,000,000 lump-sum payment. Should Del Monte fail to make the $2,000,000 payment within five days of this Court's final approval of the Settlement Agreement, the Trustee will become entitled to the entry of a final consent judgment against DMI and DMNA, jointly and severally, in the amount of $2,750,000." About Corporate Resource Services Corporate Resource Services, Inc., is a provider of corporate employment and human resource solutions, headquartered in New York. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. The case is before Judge Martin Glenn. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. The CRS Debtors' cases were transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329), on August 18, 2015, and assigned to Judge Glenn. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The CRS Debtors tapped Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel; Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; Carter Ledyard & Milburn LLP, as special SEC counsel; SSG Capital Advisors as financial advisors and investment bankers; and Rust Omni LLC as claims agent. James S. Feltman has been appointed as Chapter 11 trustee for the CRS Debtors and for TS Employment. He has tapped Togut, Segal & Segal LLP as counsel; and Jenner & Block LLP and Greenberg Traurig, P.A., as special counsel. CRESTWOOD HOLDINGS: Moody's Withdraws B3 Rating on $350MM Sr. Loan ------------------------------------------------------------------ Moody's Investors Service withdrew the B3 rating that was assigned on March 24, 2017 for Crestwood Holdings LLC's (Holdings) proposed $350 million Senior Secured Term Loan due 2022. The company withdrew the term loan and the debt was never issued. RATINGS RATIONALE Issuer: Crestwood Holdings LLC. Ratings Withdrawn: -- $350 million Senior Secured Term Loan due 2022, rated B3 (LGD 3) Please refer to Moody's Withdrawal Policy on www.moodys.com. Holdings is a private holding company owned primarily by a fund managed by First Reserve Corporation (First Reserve). Holdings indirectly controls Crestwood Midstream Partners LP (Ba3 negative). D&D TREE SERVICE: Can File Plan of Reorganization Until June 27 --------------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia extended the exclusive period during which only D & D Tree Service Inc. may file a Plan of Reorganization and Disclosure Statement through and including June 27, 2017. The Troubled Company Reporter has earlier reported that the Debtor sought further extension of its exclusive plan, saying that, since the Petition Date, Southwest Georgia had experienced a significant number of violent storms and other natural disasters, thus increasing the need for the Debtor's services. The Debtor had thus been unable to meet with its counsel to develop a Plan of Reorganization. The Debtor's current exclusive plan filing period was slated to expire on April 28, absent an extension. About D & D Tree Service, Inc. D & D Tree Service Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 16-11382) on November 1, 2016. The Petition was signed by Walter D. Edwards,Jr., President. The Debtor is represented by Kenneth W. Revell, Esq. at Zalkin Revell, PLLC. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $50,000 to $100,000 in estimated liabilities. DEER MEADOWS: U.S. Trustee Appoints Wesley H. Avery as CPO ---------------------------------------------------------- Gail Brehm Geiger, the Acting United States Trustee for Region 18, files an appointment before the U.S. Bankruptcy Court for the District of Oregon naming Wesley H. Avery as the Consumer Privacy Ombudsman for Deer Meadows, LLC. The Appointment was made pursuant to the order dated April 20, 2017, directing the United States Trustee to appoint a consumer privacy ombudsman for the Debtor. Wesley H. Avery can be reached at: Wesley H. Avery 758 E. Colorado Blvd, Ste. 210 Pasadena, CA 91101-2105 About Deer Meadows, LLC Deer Meadows filed a Chapter 11 petition (Bankr. D. Ore. Case No. 16-33768) on Sept. 30, 2016. The petition was signed by Kristin Harder, manager. The case is assigned to Judge Peter C. McKittrick. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor tapped Stephen T. Boyke, Esq., at the Law Office of Stephen T. Boyke, as counsel. The Debtor also hired JCH Consulting Group, Inc. as real estate broker; and Ogden Murphy Wallace PLLC as special counsel. Gail Brehm Geiger, the Acting United States Trustee for the District of Oregon, appointed Suzanne Koenig, as the Patient Care Ombudsman for Deer Meadows, LLC. No trustee, examiner or committee has been appointed in the case. DIOCESE OF NEW ULM: Hires Felhaber Larson as Counsel ---------------------------------------------------- The Diocese of New Ulm seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ Felhaber, Larson, Fenlon & Vogt, PA, as counsel. The Debtor requires Felhaber to provide advice and represent the Debtor in the course of this bankruptcy case. The compensation agreed to be paid by the Debtor to Felhaber for its representation is the hourly rates customarily charged by Felhaber, plus expenses. The Debtor owed Felhaber approximately $500.00 for prepetition services. As a part of its agreement to provide services to the Debtor postpetition, Felhaber has agreed to waive its claim for these prepetition fees. Dennis J. Merley, Esq., shareholder at Felhaber, Larson, Fenlon & Vogt, PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Felhaber may be reached at: Dennis J. Merley, Esq. Felhaber, Larson, Fenlon & Vogt, PA 220 South 6th St, Suite 2200 Minneapolis, MN 55402 Tel: (612) 373-8434 Email: dmerley@felhaber.com About Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The petition was signed by Monsignor Douglas L. Grams, vice general. The case is assigned to Judge Robert J. Kressel. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. DIOCESE OF NEW ULM: Hires James Young & Associates as Accountant ---------------------------------------------------------------- The Diocese of New Ulm seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ James Young & Associates, Ltd., as accountant. The Debtor requires James Young & Associates Ltd. to provide periodic assistance with the Debtor's financial records and a yearly fiscal review of the Debtor's financial records. The Debtor proposes that the compensation for James Young & Associates be on an hourly rate. The source of all payments to James Young & Associates, Ltd. will be from earnings or other current income of the Debtor. In the bankruptcy case, James Young & Associates, Ltd. has not received, and will not receive, a transfer of property other than such payments made to James Young & Associates, Ltd. by the Debtor. James Young, CPA, principal of James Young & Associates, Ltd, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. James Young & Associates may be reached at: James Young, CPA James Young & Associates, Ltd 101 Main St S, Suite 206 Hutchinson, MN 55350 Tel: 320-587-4747 Fax: 320-587-504 About Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The petition was signed by Monsignor Douglas L. Grams, vice general. The case is assigned to Judge Robert J. Kressel. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. DIOCESE OF NEW ULM: Hires Valley Properties as Broker ----------------------------------------------------- The Diocese of New Ulm seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ Valley Properties, Inc., as real estate broker. The Debtor owns a number of real estate parcels. Prior to the bankruptcy filing date, the Debtor entered into an annual listing agreement with Valley Properties for the marketing of certain real estate parcels located in the Oak Bluffs Sixth Addition in New Ulm, Minnesota. Pursuant to the annual listing agreement, the Debtor agreed to pay Valley Properties $1,250 per lot as their commission. As of the Filing Date, the Diocese owned six remaining Oak Bluffs Sixth Addition parcels, but five of the parcels were sold prepetition pursuant to purchase agreements. The Debtor recently filed a Motion for Order Authorizing the Assumption of Executory Contracts and the court approved the assumption of the five purchase agreements. The Debtor believes it is in the best interest of the estate to continue to market the remaining Oak Bluffs Sixth Addition parcel. The Debtor requires Valley Properties, Inc. to represent or assist the Diocese in marketing, locating buyers for, and negotiate the sale of certain real property. The compensation agreed to be paid by the Debotr to Valley Properties for its real estate services in the form of a commission for each parcel sold. LaNaye Kral, broker and partner at Valley Properties, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Valley Properties may be reached at: LaNaye Kral Valley Properties, Inc. 826 N Broadway New Ulm, MN 56073 Tel: 507-354-1986 About Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The petition was signed by Monsignor Douglas L. Grams, vice general. The case is assigned to Judge Robert J. Kressel. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. DIRECTBUY HOLDINGS: Consumer Liquidation's 401K Plan Terminated --------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved DirectBuy Holdings' affiliated Debtor Consumer Liquidation's motion for an order approving the (i) termination of its 401(k) plan and (ii) implementation of procedures in connection therewith. As previously reported, "By this motion, UCCI respectfully requests entry of an order approving its termination of the 401 (k) Plan, effective as of March 16, 2017. UCCI submits that sound business justification exists to terminate the 401 (k) Plan. As a result of the elimination of its work force and impending wind down, UCCI can no longer justify the costs associated with maintaining the 401(k) Plan. As an integral component of UCCI's efforts to maximize value for its estate and creditor by, among other things, eliminating unnecessary operating costs, UCCI has determined that it is in the best business interests to avoid the accrual of any further obligations related to the 401(k) Plan. If the 401(k) Plan is not terminated, UCCI's estate will incur additional, unwarranted costs in connection with the ongoing administration of the 401(k) Plan." About DirectBuy Holdings DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is a membership buying club that operates under a franchise business model. DirectBuy Holdings, Inc., United Consumers Club, Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution, Inc., U.C.C. Trading Corporation, National Management Corporation, and UCC of Canada, Inc., each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016. The petitions were signed by Michael P. Bornhorst, chief executive officer. DirectBuy Holdings estimated $100 million to $500 million in assets and liabilities. Judge Christopher S. Sontchi presides over the cases. Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C., are serving as counsel to the Debtors. Carl Marks & Co. serves as the Debtors' financial advisor. Prime Clerk LLC is the claims and noticing agent. The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to commence proposal proceedings under the Bankruptcy and Insolvency Act to obtain an Order from the Ontario Superior Court of Justice approving proposals to be made by the Canadian Subsidiaries to their respective creditors under Part III of the BIA. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five creditors of DirectBuy Holdings, Inc., to serve on the official committee of unsecured creditors. Saul Ewing LLP has been tapped as counsel and Emerald Capital Advisors as financial advisors. An ad hoc committee of prepetition noteholders, which include Bayside DirectBuy, LLC, is being represented by Weil, Gotshal Manges LLP and Pepper Hamilton LLP. EAST VILLAGE PROPERTIES: To Hire Robinson Brog as Legal Counsel --------------------------------------------------------------- East Village Properties LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Robinson Brog Leinwand Greene Genovese & Gluck P.C. The firm will serve as legal counsel to East Village and its affiliates in connection with their Chapter 11 cases. The services include advising the Debtors regarding their duties under the Bankruptcy Code, negotiating with creditors, and preparing a plan of reorganization. The hourly rates charged by the firm range from $400 to $700 for shareholders, $250 to $465 for associates, and $175 to $300 for paralegals. Robinson Brog will be paid a post-petition retainer of $100,000, and $32,000 for the filing fees from funds being held in escrow by secured lender EVF 1 LLC. Upon the filing of a plan, the firm will be paid a retainer of $100,000 from those funds. A. Mitchell Greene, Esq., at Robinson, 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: A. Mitchell Greene, Esq. Robinson Brog Leinwand Greene Genovese & Gluck P.C. 875 Third Avenue New York, NY 10022 Local: (212) 603-6300 Toll-free : (800) 431-1473 Email: info@robinsonbrog.com About East Village Properties East Village Properties, LLC, and its affiliates own 15 multi-family residential apartment buildings in the east village of New York City. The Debtors sought Chapter 11 protection (Bankr. S.D. N.Y. Lead Case No. 17-22453) on March 28, 2017, estimating assets and liabilities of less than $50,000. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager. Judge Robert D. Drain is assigned to the case. ELAN MEDICAL: May 18 Hearing on PCO Appointment Set --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California entered an Order directing Elan Medical Corporation to appear on May 18, 2017, and show cause why the appointment of a Patient Care Ombudsman is not necessary. Pursuant to Section 333(a)(1) of the Bankruptcy Code, the Court will order, not later than 30 days after the commencement of the case, the appointment of a patient care ombudsman unless the Court finds that such appointment is not necessary for the protection of the patients under the specific facts of the case. Elan Medical Corporation filed a Chapter 11 petition (Bankr. E.D. Cal. Case Number 17-22713) on April 24, 2017. The Debtor is represented by: Sarah M. Stuppi, Esq. 1630 N Main St #332 Walnut Creek, CA 94596 Tel: (415) 786-4365 ELBARDI INTERNATIONAL: Taps Correa Business as Legal Counsel ------------------------------------------------------------ Elbardi International Plaza C LLC seeks approval from the U.S. Bankruptcy Court in Puerto Rico to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Correa Business Consulting Group, LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and negotiate with creditors for the purpose of arranging the liquidation of its assets or for proposing a reorganization plan. Luis Correa Gutierrez, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $150. Mr. Gutierrez received a retainer of $4,000 from the Debtor prior to its bankruptcy filing. In a court filing, Mr. Gutierrez disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Correa Business can be reached through: Luis Correa Gutierrez, Esq. Correa Business Consulting Group, LLC Ext. Roosevelt, 468 Calle Arrigoitia San Juan, PR 00918 Tel: 787-373-1185/ Fax: 787-724-0353 Email: lcorrea@correalawoffice.com About Elbardi International Plaza Elbardi International Plaza C LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01142) on February 22, 2017. The petition was signed by Jesus Urdaneta, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ENERGY TRANSFER: Fitch Affirms BB Junior Subordinated Notes Rating ------------------------------------------------------------------ Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of Sunoco Logistics Partners L.P. and its operating partnership, Sunoco Logistics Partners Operations L.P. (both entities collectively referred to as SXL) to 'BBB-' from 'BBB'. The senior unsecured rating for SXL has also been downgraded one notch to 'BBB-'. At the same time, the Long-Term IDR and senior unsecured ratings for Energy Transfer Partners, LP (ETP) has been affirmed at 'BBB-'. These actions follow the announcement that ETP unitholders have voted to approve the merger with SXL. Fitch has also affirmed the senior unsecured rating for Regency Energy Partners, LP at 'BBB-'. The Long-Term IDR and senior unsecured rating for Panhandle Eastern Pipe Line Co. (Panhandle) has also been affirmed at 'BBB-' and junior subordinated notes at 'BB'. The Rating Outlooks for all entities are Stable. Fitch has removed SXL from Rating Watch Negative. KEY RATING DRIVERS The rating action follows the announcement that ETP unitholders have voted to approve the merger with SXL. The transaction is expected to close on April 28, 2017 and upon closing, SXL will change its name to "Energy Transfer Partners, LP" and on May 1, 2017 is expected to begin to trade under the ticker "ETP". Energy Transfer Equity LP (ETE; 'BB'/Stable Outlook), the general partner and sponsor of the merged entity will also have a somewhat simplified organizational structure. Management believes that the combination will allow for more efficient capitalization of commercial synergies and for cost reductions across the two partnerships. Fitch generally agrees that the combination will benefit from its significant size and scale and should be able to operate assets as a single platform, which will allow for at least some of the expected cost and operational synergies. The ratings are reflective of the combined MLP's size, scale, and geographic diversity, adequate liquidity, limited near term maturities, and Fitch's expectations for improved credit metrics as current projects come online and future growth spending and distribution growth is rationalized. Combined SXL/ETP will pay SXL's distribution rate, currently $0.52 per unit per quarter, going forward resulting in significant savings of distributable cash flow. The combined partnership will have the ability to use this excess cash for growth capital funding which should help decrease leverage at the combined entity more quickly than would have been possible as separate standalone partnerships. Large Diversified Asset Base: The combined entity has geographic and business line diversity that provide a solid operating asset base and a decent platform for growth within most of the major U.S. production regions. It owns and operates roughly 62,500 miles of natural gas, crude and natural gas liquids (NGL) pipelines, 65 processing plants, treating plants and fractionators, significant compression, and large scale, underground liquid and natural gas storage. While commodity price exposure and counterparty risks are relatively limited, some businesses are subject to both counterparty and volumetric risks, namely the midstream business. The midstream segment is focused on gathering, compression, treating, blending, and processing. It is geographically located in the Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Permian Basin in West Texas and New Mexico, the Barnett Shale and Woodford Shale in North Texas, the Bossier Sands in East Texas, the Marcellus Shale in West Virginia and Pennsylvania, and the Haynesville Shale in East Texas and Louisiana. With low commodity prices, production could be challenged in several of these regions, but geographic diversity should help. The potential effect on pipeline system utilization and related re-contracting risk resulting from changing natural gas supply dynamics is a longer term concern. Relatively Stable, Consistent Cash Flows: As ETP has grown its large asset base the percentage of gross margin supported by fee-based contracts has gradually increased, with the partnership moving from roughly 76% either fee based or hedged for 2015 (71% fee/5% hedged) up to 90% in 2016, due in part to new projects coming online with heavy fee-based components. Counterparty exposure is significantly weighted toward investment grade names. Fitch expects the combined entities going forward to maintain a high level of fee-based or hedged cash flow in excess of 75%. Supportive Sponsor: Fitch expects ETE to continue to be a supportive sponsor of its major operating partnership. ETE has committed to providing the partnership with incentive distribution right waivers previously given to ETP totalling over $930 million through 2019, which will help support liquidity needs at the partnership. Fitch notes that even with this merger, there remains four separate publicly traded entities within the ETE family (ETE, ETP/SXL, PennTex Midstream Partners, LP [PTXP; NR], and Sunoco, LP [SUN; 'BB-'/Rating Watch Positive]) and the potential for further structural simplification. The combined SXL/ETP entity will still have incentive distribution payments which increase the equity cost of capital and can be prohibitive to growth spending. While these payments are not expected to be overly burdensome for the combined SXL/ETP in the near term, Fitch believes they could provide a catalyst for further interfamily transactions. High Leverage: Fitch expects 2017 leverage on a consolidated basis of roughly 5.4x to 5.7x improving modestly to between 4.2x and 4.7x annually through 2019 as projects are completed and come online. With the combined entities capital spending is expected to remain high over the next two years as ETP/SXL works through several large scale projects including Rover Pipeline; Mariner East 2; Revolution Pipeline system; and LoneStar Frac V which are all expected to be in service by 2019. Adequate Distribution Coverage: Fitch expects the combined entity to have distribution coverage at or above 1.0x for 2017 and going forward. Completion of projects on time and on budget, along with SXL's lower per unit distribution should put the combined entities is a position to grow distributions to unitholders that it would not have been in with SXL and ETP remaining standalone entities. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the merged entity include: -- Growth spending consistent with management guidance. -- Growth spending is high but declining in 2017-2019 versus spending seen in 2016. Proceeds from debt and equity issuances used to fund spending in a balanced manner. Growth projects completed on time at an average 8.0x EBITDA multiple. -- Flat distribution in 2017 with slight to moderate distribution growth in outer years. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- A material improvement in credit metrics with the combined partnership's adjusted leverage below 4.0x on a consolidated basis for a sustained period of time along with distribution coverage above 1.0x. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Weakening credit metrics with adjusted consolidated leverage (debt/adjusted EBITDA) above 5.0x on a sustained basis (2018 and beyond) would likely lead to a downgrade to 'BB+'. Fitch now expects adjusted consolidated leverage for 2017 to be above 5.0x, driven by high growth capital spending, but improve to below 5.0x in 2018 and beyond as projects are completed. Material delays or cost overruns on projects could lead to a negative ratings action; -- Continued distribution coverage below 1.0x. Fitch expects 2017 distribution coverage to be above 1.0x following the merger, sustained distribution coverage below 1.0x would lead to a negative ratings action; -- Increasing commodity exposure above 30% could lead to a negative rating action if leverage were not appropriately decreased to account for increased earnings and cash flow volatility. LIQUIDITY Liquidity Adequate: SXL and ETP have sufficient liquidity in the near term with significant revolver availability being freed up subsequent to yearend. The combined entities currently and in the near term are expected to maintain separate credit facilities. SXL has a $2.5 billion revolver due 2020 and a $1.0 billion 364-day credit facility due December 2017 and ETP has a $3.75 billion revolver due 2019. At the end of 2016, SXL had approximately $1.3 billion in borrowings outstanding on its revolver due 2020. In December 2016, SXL entered into a $1.0 billion 364-day facility with a total lending capacity of $1.0 billion, including a $630 million term loan. The 364-day credit facility is expected to be terminated and repaid in connection with the completion of the ETP and SXL merger. As of Dec. 31, 2016, the ETP credit facility had $2.78 billion outstanding, and the amount available for future borrowings was $813 million after taking into account letters of credit of $160 million and commercial paper borrowings of $777 million. Availability under both revolvers has been freed up since Dec. 31, 2016. In January 2017, ETP completed an offering of $1.5 billion in senior unsecured notes and sold $568 million in equity to ETE. Proceeds from both transactions went to refinance current maturities, repay borrowings outstanding under ETP's revolving credit facility and to fund growth capital expenditures. Additionally, subsequent to year-end 2016, the sale of a portion of the Bakken Pipeline project brought in $2.0 billion in cash to ETP and SXL. In association with the sale, ETP received $1.2 billion in cash and SXL $800 million. Proceeds from the sale were used to pay down revolver borrowings at each partnership freeing up a significant amount of availability under each revolver. SXL's revolver and 364-day facility limit leverage (as defined by the bank agreement) to 5.0x at the end of each quarter. With certain acquisitions, leverage could temporarily increase to 5.5x. The bank definition of EBITDA gives pro forma credit for acquisitions and material projects. The definition of debt carves out borrowings used for contango trades up to $500 million. As of Dec. 31, 2016, bank defined leverage was 4.4x, leaving some cushion for the bank covenant. SXL's future maturities are manageable and the next bond maturity is $250 million due in 2020. ETP's revolving credit facility contains a financial covenant that provides that on each date ETP makes a distribution, the leverage ratio, as defined in the credit agreement, shall not exceed 5x, with a permitted increase to 5.5x during a specified acquisition period, as defined in the credit agreement. ETP is currently in compliance with this covenant. As per the covenant EBITDA definition, ETP is permitted a material project adjustment which adds back incremental EBITDA for projects currently under construction. This gives ETP a fair amount of headroom with regard to its leverage covenant. As of Dec. 31, 2016, bank defined leverage was 4.3x. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Sunoco Logistics Partners L.P. -- Long-Term Issuer Default Rating (IDR) to 'BBB-' from 'BBB'. Sunoco Logistics Partners Operations L.P. -- Long-Term IDR to 'BBB-' from 'BBB'; -- Senior unsecured debt to 'BBB-' from 'BBB'; -- Senior unsecured bank facilities to 'BBB-' from 'BBB'; -- Short-Term IDR and Commercial paper (CP) to 'F3' from 'F2'. Debt issued by Sunoco Logistics Partners Operations L.P. is guaranteed by Sunoco Logistics Partners L.P. The Outlook for both entities is Stable. Fitch has affirmed the following ratings: Energy Transfer Partners, LP -- Long-Term IDR at 'BBB-'; -- Senior unsecured rating at 'BBB-'; -- Short-Term IDR and CP at 'F3'; -- Junior subordinated notes at 'BB'. Regency Energy Partners, LP -- Senior unsecured rating at 'BBB-'. Panhandle Eastern Pipe Line Co. -- Long-Term IDR at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Junior subordinated notes at 'BB'. The Rating Outlook for the listed entities is Stable. EQUIAN BUYER: Moody's Assigns B2 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned ratings to Equian Buyer Corp., including a B2 Corporate Family Rating ("CFR"), a B2-PD Probability of Default Rating, and B2 instrument ratings on the healthcare-payment-integrity services provider's new $325 million first-lien term loan and $30 million first-lien revolving credit facilities. Proceeds from the term loan will be used to repay $291 million of existing, higher priced term loan debt, with the excess used for fees and for $21 million of incremental balance sheet cash. The rating outlook is stable. Assignments: Issuer: Equian Buyer Corp. -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior secured bank credit facilities, maturing 2022 and 2024, Assigned B2, LGD3 -- Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR takes into account Equian's high, approximately 5.3 times debt-to-EBITDA leverage (including Moody's standard adjustments), small revenue scale, and, given the acquisition-driven formation of the company in late 2015, its lack of significant, consistent operating history. Equian's good free cash flow, good profitability, as well as Moody's-expected steady, mid-single-digit percentage revenue growth and profit expansion will allow for moderate deleveraging. The rating reflects niche strengths within the payment integrity continuum serving the healthcare, property and casualty, and workers' compensation industries. Moody's believes that the healthcare industry's structure -- with favorable demographics, medical-inflation-driven market growth, ever increasing complexity of the healthcare payment ecosystem, and higher penetration of outsourced services -- partly offsets Equian's company-specific structural deficiencies (such as limited financial statements and the lack of an integrated operating history) and risks posed by a likely continuation of the company's active acquisition track record as it looks to build scale and service capabilities. Moody's believes that Equian faces formidable competition from larger, more diversified players who offer true end-to-end services across the healthcare-payment-claims lifecycle. Equian also faces elevated risks under private equity ownership including the potential for debt-funded acquisitions and shareholder distributions. Expected free cash flow represents mid-single-digit-percentage of debt, good for the ratings category. Moody's views Equian's liquidity as good, as reflected in its opening cash balance (after the proposed refinancing, which would add $21 million to the company's existing cash balance) of about $57 million, Moody's-expected free cash flow of about $20 million in 2017, and an undrawn $30 million revolver. The cash sources provide good coverage of the approximate $3 million of required annual term loan amortization. Equian will also have good covenant flexibility with no term loan financial maintenance covenants and a springing maximum first lien net leverage ratio, based on the level of revolver borrowings, that Moody's does not expect will be triggered over the next 12 to 15 months absent meaningful acquisitions. The stable outlook reflects Moody's view that robust demand for outsourced payment integrity services and Equian's recent, strong customer retention levels will allow for steady, mid- to upper-single-digit revenue growth and modest deleveraging, to below 5.0 times by the end of 2018. The ratings could face downward pressure if revenue growth falls short of the steady, mid- to high-single-digit percentages that Moody's anticipates, or if Moody's expects debt-to-EBITDA leverage will be sustained above 6.0 times. Liquidity deterioration could also lead to a downgrade. Moody's would consider a ratings upgrade if Equian builds significant operating scale, while maintaining margins, and if leverage is sustained below 4.0 times. Equian Buyer Corp. and its subsidiaries ("Equian") provide healthcare payment integrity ("PI") services to, primarily, claims payors in the commercial healthcare and workers' compensation insurance segments. Equian provides prepayment services and subrogation and datamining/audit (postpayment) services to its customers with a focus on ensuring that the correct financial party is responsible and that claims are paid using appropriate codes, quantities, and prices. Moody's expects the company to realize 2017 revenues of approximately $255 million, a nearly 10% increase over pro-forma 2016 revenues. Private equity firm New Mountain Capital owns Equian as the result of a late 2015 acquisition. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ERWIN ENTERPRISES: Seeks to Hire Barron & Newburger as Counsel -------------------------------------------------------------- Erwin Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Barron & Newburger P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, review claims, and assist in the preparation and implementation of a bankruptcy plan. Barbara Barron, Esq., and Stephen Sather, Esq., the attorneys designated to represent the Debtor, will charge $495 per hour. The hourly rates for other attorneys who may work on the case range from $175 to $475. Support staff will charge $40 to $100 per hour. Barron received a retainer in the amount of $7,500, which was paid by the Debtor's member Kenny Erwin. Mr. Sather 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: Stephen W. Sather, Esq. Barron & Newburger P.C. 7320 N. MoPac Expressway Greystone II, Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Email: ssather@bn-lawyers.com About Erwin Enterprises LLC Erwin Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10406) on April 7, 2017. The petition was signed by Kenneth Erwin, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ERWIN ENTERPRISES: Taps Robert Kruckemeyer as Special Counsel ------------------------------------------------------------- Erwin Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a special counsel. The Debtor proposes to hire Robert Kruckemeyer, Esq., to litigate claims in an adversary case (Case No. 17-8005) pending in the U.S. Bankruptcy Court for the Southern District of Texas. Mr. Kruckemeyer will charge $375 per hour for his services. In a court filing, Mr. Kruckemeyer disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Kruckemeyer maintains an office at: Robert Kruckemeyer, Esq. 919 Milam Street, Suite 1700 Houston, TX 77002 Tel: (713) 860-0547 Email: bob@kruckemeyerlaw.com About Erwin Enterprises LLC Erwin Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10406) on April 7, 2017. The petition was signed by Kenneth Erwin, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. EXELA TECHNOLOGIES: Moody's Assigns B3 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned Intermediate Co. LLC (dba Exela Technologies, Inc.) a first time B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) in connection with a proposed reverse initial public offering (IPO) merger between SourceHOV Holdings, Inc., Novitex Holdings, Inc. and Quinpario Acquisitions Corp. 2, a publicly traded special purpose acquisition company. Concurrently, Moody's assigned a B2 rating to Exela's proposed $625 million first lien bank credit facility (including $525 million term loan B and $100 million revolver), a B2 rating to the company's proposed $525 million senior secured notes, and a Caa2 rating to the company's proposed $300 million senior unsecured notes. Moody's also assigned a Speculative Grade Liquidity rating of SGL-3. The rating outlook is stable. The merger of SourceHOV and Novitex with complementary businesses, creates a stronger competitor in the business process outsourcing (BPO) market with approximately $1.4 billion in combined pro forma revenues in 2016. With technology-enabled services across multiple industries, the merger creates opportunities for the company to cross-sell services across the combined customer footprint and realize cost savings through improved capacity utilization in data centers and business process consolidation. Management has identified approximately $70 million in cost synergies that the company expects to realize within 24 months of closing. Proceeds from the proposed debt financing along with new and rollover equity will be used to refinance all of the existing debt at SourceHOV and Novitex, and fund related fees and expenses related to the merger. The transaction is subject to approval by Quinpario's shareholders and a minimum $275 million new cash equity investment needed to consummate the business combination. The cash will fund transaction fees and expenses and an approximate $145 million reduction in debt relative to the amounts currently outstanding at SourceHOV and Novitex. Quinpario has no operations. At closing, the former holders of SourceHOV (HGM Group) will be the largest shareholders while the former equity holders of Novitex (Apollo), Quinpario's stockholders, Quinpario's founders, and other investors will hold a minority stake. The current ratings of SourceHOV (Caa1 negative) and Novitex (B3 stable) are not affected and the ratings at those entities will be withdrawn upon closing of transaction. Moody's assigned the following ratings: Issuer: Intermediate Co. LLC -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- Proposed $100 million first lien senior secured revolving credit facility due 2022 at B2 (LGD3) -- Proposed $525 million first lien senior secured term loan B due 2023 at B2 (LGD3) -- Proposed $525 million first lien senior secured notes due 2023 at B2 (LGD3) -- Proposed $300 million senior unsecured notes due 2024 at Caa2 (LGD5) -- Speculative Grade Liquidity Rating at SGL-3 -- Outlook at Stable The assigned first-time ratings remain subject to Moody's review of the final terms and conditions of the proposed financing and merger transaction that is expected to close by June 2017. RATINGS RATIONALE Exela's B3 CFR reflects the company's high pro forma debt-to-EBITDA leverage, estimated at 6.3 times (Moody's adjusted and excluding future cost savings and synergies not yet implemented for the combined company) at December 31, 2016 and elevated integration risk associated with the combination of two businesses, SourceHOV and Novitex, which are currently experiencing operating headwinds. Revenue is also moderately exposed to economic downturns including sensitivity to cyclical activities such as mortgage applications and marketing communications. Deleveraging over the next 12-24 months is predicated on management's ability to successfully integrate both companies and realize large cost savings and synergies, while reversing the negative revenue trends. Although leverage will be high for the rating on close of the transaction, Moody's estimates that the company will be able to improve on this measure over the next 12-18 months, with debt-to-EBITDA expected to moderate towards the mid 5.0 times range by 2018 based on an improved operating margin. However, these leverage projections assume Exela achieves the majority of its planned synergies and cost savings from the merger, while maintaining stable topline. The company is also exposed to event risks under majority private equity ownership including debt-funded acquisitions and shareholder distributions. Exela's rating is supported by the merged company's greater scale, increased breadth of services and revenue diversity, as well as the combined position as a global provider of information and transaction processing solutions in the BPO market. With enhanced global scale, Exela will be able to attract a larger customer base and realize costs advantages and efficiencies while creating value for its clients. The rating additionally considers Exela's recurring revenue base driven by multi-year contracts and high renewal rates, its asset-light operating model with highly variable cost structure and adequate liquidity. Exela's SGL-3 Speculative Grade Liquidity rating reflects Moody's expectation that the company will have adequate liquidity over the next 12-15 months. The company is expected to generate annual positive cash flow of around $50-70 million and have full availability under its new $100 million revolver (undrawn at closing) over the next 12 months. Cash flow is nevertheless sensitive to the timing of client project onboarding and the timing and outlays related to cost saving initiatives. Exela's credit facilities (revolver and term loan B) will include a first lien net leverage ratio financial maintenance covenant that requires covenant compliance tests every quarter. The financial covenant will be set with a 30% cushion to EBITDA (not to exceeed 3.9 tmes). Because credit agreement EBITDA consists of significant pro forma cost and synergy estimates, an inability to fully translate such savings into EBITDA would erode the covenant cushion. The revolver, term loan and secured notes will be supported by guarantees and asset pledges from all material domestic subsidiaries. The revolver and term loan will also have a guarantee from Intermediate Holdings LLC, an intermediate holding company, but this is not deemed material enough to warrant a rating differential relative to the secured notes. Quinpario Acquisition Corp. 2, the expected audited entity, will not guarantee the debt instruments, but Moody's expects it will receive sufficient information to monitor the activities of the borrowing group and maintain ratings going forward. The stable rating outlook reflects Moody's expectation that management will successfully integrate both businesses and achieve the bulk of planned cost savings and synergy benefits in a timely manner, which will be the principal driver of anticipated deleveraging and free cash flow growth over the next 12-18 months. Moody's anticipates flat sales, synergy-driven margin expansion, and credit metric improvement with debt-to-EBITDA leverage trending to around 5.5 times within 18 months of closing. The ratings could be downgraded if Exela cannot translate planned cost savings and synergy benefits into higher EBITDA, revenue declines, or if the company fails to generate meaningful free cash flow. The ratings could also be downgraded if debt-to-EBITDA (Moody's adjusted) approaches 7.0 times or liquidity deteriorates. Although not expected in the near term given integration risk, Moody's would consider an upgrade if Exela is able to demonstrate sustained organic growth and margin expansion, while maintaining good liquidity with balanced financial policies. Quantitatively, the ratings could be upgraded if Moody's believes that the company will maintain debt-to-EBITDA (Moody's adjusted) below 5.5 times and free cash flow to total debt in a mid-to-high single digit percentage range. Intermediate Co. LLC is a global provider of information and transaction processing solutions to document and information-intensive end markets, such as financial services and healthcare. The company will operate in three segments: Information and Transaction Processing Solutions -- 76% of 2016 pro forma revenue, Healthcare Solutions -- 17% of 2016 pro forma revenue, and Legal & Loss Prevention Services -- 7% of 2016 pro forma revenue. Exela is being formed through the combination of operating companies SourceHOV LLC and Novitex Enterprise Solutions into special purpose acquisition company Quinpario Acquisitions Corp. 2, and is expected to be a publicly traded company on Nasdaq under the symbol. HandsOn Global Management and Apollo Global Management will be the majority shareholders of the combined company. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. FAUSER ENERGY: Seeks Authorization on Cash Collateral Use --------------------------------------------------------- Fauser Oil Co., Inc., Fauser Transport, Inc., Ron's L.P. Gas Service, LLC, and Fauser Energy Resources, Inc., ask the U.S. Bankruptcy Court for the Northern District of Iowa for interim authorization to use prepetition collateral, including cash collateral. Fauser Oil and Fauser Energy are indebted to Flint Hills Resources in the approximate amount of $983,000 as of the Petition Date, subject to adjustment for mutual credits for taxes paid and other adjustments made to claims in the ordinary course of the petroleum fuel business, and further subject to the Court entering a final order determining the allowed claim of Flint Hills. The Debtors contend that the Flint Hills lien is a species of a purchase money lien in that it claims a lien in the products it sold to Fauser Energy and any proceeds thereof. However, Fauser Oil and Fauser Energy believe that no product existed on April 4, 2017 to which the lien could attach. Fauser Oil and Fauser Energy estimate that about $125,000 of the proceeds of the sale of the Flint Hills' products remained in the relevant bank account on the day Flint Hills perfected its lien. While Fauser Oil and Fauser Energy do not immediately require the use of the Flint Hills Cash Collateral, but they will need to use cash assets that may be commingled with the Flint Hills Cash Collateral to operate in the ordinary course. Accordingly, Fauser Oil and Fauser Energy propose an interim arrangement until the extent, validity and amount of the Flint Hills secured claim, if any, is determined -- to create a new separately identified bank account, and to deposit into it the sum of $130,000, with this amount being earmarked as the adequate protection for traceable proceeds and interim cash collateral of the sale of Flint Hills' product as those proceeds existed on April 4, 2017. Fauser Oil and Fauser Energy are also indebted to Iowa Department of Revenue in the estimated amount of $1,650,000 as of the Petition Date. Such amount is subject to adjustment as a result of Fauser Oil's and Fauser Energy's timely filing of tax returns with IDOR that define the actual amount of Fauser Oil's and Fauser Energy's assertion of IDOR’s allowed tax claim in this case, and further subject to the Court entering a final order determining the allowed claim of IDOR. IDOR, on April 13, 2017, issued levies and froze the bank accounts of one or more of Fauser Oil, claiming jeopardy in collecting fuel taxes that were not yet past due, or in some instances, not due at all. The amount of the levy was $1,194,991. The Debtors contend that IDOR levy caught about $478,000 in the bank accounts it froze. Fauser Oil and Fauser Energy do not concede that the levy and any amounts frozen in bank accounts under the levy constitute a valid and enforceable lien in favor of IDOR. Although Fauser Oil and Fauser Energy do not immediately require the use of the IDOR Cash Collateral, but they will need to use cash assets in those bank accounts that may be co-mingled with the IDOR Cash Collateral to operate in the ordinary course. Consequently, Fauser Oil and Fauser Energy propose, as an interim arrangement until the extent, validity and amount of the IDOR levy claims, if any, are determined -- to create a new separately identified bank account and to deposit the sum of $480,000, with this amount being earmarked as the adequate protection for the maximum amount of the levy and interim cash collateral of IDOR as of the Petition Date. A full-text copy of the Debtors' Motion, dated April 24, 2017, is available at https://is.gd/Brbr2Z The Debtors are represented by: James D. Sweet, Esq. Rebecca R. DeMarb, Esq. Sweet DeMarb LLC One North Pinckney Street, Suite 300 Madison, WI 53703 Phone: (608) 310-5500 Fax: (608) 310-5525 -- and -- Yara El-Farhan Halloush, Esq. HALLOUSH LAW OFFICE, P.C. 1930 Saint Andrews Court NE Cedar Rapids, IA 52402 Telephone: (319) 560-9430 E-mail: yelfarhan1@hotmail.com About Fauser Energy Resources Elgin, Iowa-based Fauser Energy Resources, Inc. -- http://www.fauserenergy.com/-- supplies and delivers propane and fuel products to residential and commercial customers throughout the Midwest. Fauser Energy Resources and its affiliates Fauser Oil Co., Inc., Fauser Transport, Inc., and Ron's L.P. Gas Service, LLC, filed Chapter 11 petitions (Bankr. N.D. Iowa Case Nos. 17-00463, 17-00466, 17-00464 and 17-00467, respectively) on April 24, 2017. On the Petition Date, the Debtors filed a motion for joint administration of their chapter 11 cases. Sweet DeMarb LLC is serving as counsel to the Debtors, with the engagement led by James D. Sweet, Esq. and Rebecca R. DeMarb, Esq. Yara El-Farhan Halloush, Esq. of Halloush Law Office, P.C., is the Debtors' local co-counsel. FIRST NBC BANK: FDIC as Receiver; Whitney Bank Assumes Deposits --------------------------------------------------------------- First NBC Bank, New Orleans, was closed April 28, 2017, by the Louisiana Office of Financial Institutions, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Whitney Bank, Gulfport, Mississippi. No depositor is losing money as a result of this transaction. At the time of closing, the receiver immediately transferred all transactional deposit accounts—checking, savings, NOW, and money market—of First NBC Bank to Whitney Bank. Whitney Bank also assumed certificates of deposit (CDs) securing loans. The FDIC will mail checks for time deposit accounts, including all other CDs, individual retirement accounts (IRAs), and brokered deposits, directly to account holders on Monday, May 1. Checks will reflect accrued interest. Customers with savings accounts, checking accounts, and money market deposit accounts will have access to their funds as usual. Banking activities, such as direct deposit, check writing, and ATM and debit card use, will continue as normal. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. Whitney Bank will reopen all 29 branches of First NBC Bank for normal business hours as Whitney Bank in Louisiana (24 branches) and as Hancock Bank In Florida (five branches). Depositors with transactional accounts of First NBC Bank will automatically become depositors of Whitney Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage up to applicable limits. Customers of First NBC Bank should continue to use their existing branch until they receive notice from Whitney Bank that it has completed systems changes to allow other Whitney Bank branches to process their accounts as well. As of December 31, 2016, First NBC Bank had approximately $4.74 billion in total assets and $3.54 billion in total deposits. As of early April, the FDIC estimates $1.6 billion were in transactional deposit accounts. Whitney Bank paid a $35 million premium for the deposits it assumed. Earlier this year, First NBC Bank sold assets and deposits, including nine branches, to Whitney Bank. In addition to assuming the transactional deposit accounts of the failed bank, Whitney Bank agreed to purchase approximately $1 billion of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. Customers with questions about the transaction should call the FDIC toll-free at 1-800-913-3062. The phone number will be operational this evening until 9 p.m., Central Time (CT); on Saturday from 9 a.m. to 6 p.m., CT; on Sunday from noon to 6 p.m., CT; on Monday from 8 a.m. to 8 p.m., CT; and thereafter from 9 a.m. to 5 p.m., CT. Interested parties also can visit the FDIC's website at https://www.fdic.gov/bank/individual/failed/firstnbc.html At the time of closing, the FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $996.9 million. Compared to other alternatives, Whitney Bank's acquisition was the least costly resolution for the FDIC's DIF. First NBC Bank is the fourth FDIC-insured institution to fail in the nation this year, and the first in Louisiana. The last FDIC-insured institution closed in the state was Central Progressive Bank, Lacombe, on November 18, 2011. Congress created the Federal Deposit Insurance Corporation in 1933 to restore public confidence in the nation's banking system. The FDIC insures deposits at the nation's banks and savings associations, 5,913 as of December 31, 2016. It promotes the safety and soundness of these institutions by identifying, monitoring and addressing risks to which they are exposed. The FDIC receives no federal tax dollars -- insured financial institutions fund its operations. FLORIDA ORGANIC: Taps Markarian Frank as Legal Counsel ------------------------------------------------------ Florida Organic Aquaculture, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Markarian Frank & Hayes to, among other things, give legal advice regarding its duties under the Bankruptcy Code and negotiate with creditors in the preparation of a bankruptcy plan. The firm received a retainer in the amount of $21,717, of which $1,717 was used to pay the filing fee and $5,000 for its pre-bankruptcy legal services. Malinda Hayes, Esq., the attorney designated to represent the Debtor, disclosed in a court filing that she and her firm do not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Malinda L. Hayes, Esq. Markarian Frank & Hayes 2925 PGA Blvd., Suite #204 Palm Beach Gardens, FL 33410 Tel: 561-626-4700 Fax: 561-627-9479 Email: malinda@businessmindedlawfirm.com About Florida Organic Aquaculture Based in Jupiter, Florida, Florida Organic Aquaculture, LLC is engaged in shrimp cultivation using energy-efficient and sustainable aquaculture techniques. Florida Organic Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-15012) on April 24, 2017. The petition was signed by Clifford Morris, managing member. The case is assigned to Judge Erik P. Kimball. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. FRANZEN INTERNATIONAL: Horizon Bank Tries to Block Disclosures OK ----------------------------------------------------------------- Horizon Bank, SSB, filed with the U.S. Bankruptcy Court for the Western District of Texas an objection to Franzen International, LLC's disclosure statement dated March 6, 2017, referring to the Debtor's plan of reorganization. The Bank, which filed its proof of claim for the amount of $573,791.29 on Nov. 7, 2016, complains that the Disclosure Statement does not disclose: (i) the debt of All American Excavation, Inc., to the Bank which the Bank claims the Debtor has guaranteed; and (ii) the security interest that the Bank claims in the Debtor's equipment. Whether or not Debtor agrees with the claims asserted by the Bank, the existence of the asserted claims by the Bank, the fact that Debtor will have to litigate these claims, the possibility that Bank may prevail on these claims, and Debtor's treatment of these claims in the Plan if the Bank does prevail should all be disclosed. The Disclosure Statement, the Bank says, does not contain adequate information because of the failure to disclose the claims of the Bank and to address how such claims would be treated under the Plan should the Bank prevail on its claims. The omission of the Bank's claims in the Disclosure Statement and Plan is material and could severely impact the viability of Debtor's Plan, and without the inclusion of these claims, the Bank and other creditors will not be able to determine the feasibility of the Plan. The Objection is available at: http://bankrupt.com/misc/txwb16-51583-79.pdf As reported by the Troubled Company Reporter on March 20, 2017, the Debtor filed with the Court a disclosure statement dated March 6, 2017, referring to the Debtor's plan of reorganization. The Reorganized Debtor will pay $40,000 annually, increasing to $50,000 in 2021, pro rata to holders of Class 11 General Unsecured Claims, which will be paid in annual installments commencing on Dec. 31, 2017, and continuing on the same date of each successive year until allowed Class 11 Claims are paid in full with interest at 5% simple interest. The Bank is represented by: C. Daniel Roberts, Esq. C. DANIEL ROBERTS & ASSOCIATES, P.C. 1602 E. Cesar Chavez Austin, Texas 78702 Tel: (512) 494-8448 Fax: (512) 494-8712 E-mail: droberts@cdrlaw.net About Franzen International Franzen International, LLC, based in New Braunfels, Texas, was formed in June 2007. At its inception, the Debtor was a site work, excavation, utility and land development contractor focused on commercial property development. As oil and gas exploration exploded in the Eagle Ford Shale, Franzen expanded to service the burgeoning market for oil field site work. By 2011, fifty percent of Franzen's billings were for oil field site work. The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51583) on July 13, 2016. The Hon. Craig A. Gargotta presides over the case. Raymond W. Battaglia, Esq., at Law Offices of Ray Battaglia, PLLC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Travis Franzen, managing member. FUSE LLC: Moody's Cuts CFR to Caa1 Amid Drop in Subscriber Base --------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating ("CFR") for Fuse, LLC to Caa1 from B3 due to weak performance of the company's original productions and subscriber attrition. Moody's also downgraded the Probability of Default Rating (PDR) to Caa1-PD from B3-PD and downgraded the ratings for senior secured bonds due 2019 to Caa1 from B3. The outlook is stable. The following rating actions were taken: Downgrades: -- Issuer: Fuse, LLC -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Probability of Default Rating, Downgraded to Caa1-PD from B3- PD Senior Secured Notes due 2019, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Action: Issuer: Fuse, LLC -- Outlook is Stable RATINGS RATIONALE Fuse, LLC's Caa1 ratings reflect the company's high leverage, weak performance of its original productions, attrition in subscriber base and continued negative free cash flow. Moody's expects negative free cashflow over the next 12-18 months to continue, as Fuse continues to re-align its programming line-up under a new Chief Content Officer. The company's revenue base is supported by the carriage agreements with its distribution partners, with built-in inflation-based escalators, while a portion of revenue continues to rely on economically volatile advertising sales. The company rebranded its networks in September 2015 and launched several new original shows, however, due to weaker than expected ratings, only two shows will be returning in the 2017 season. Leverage remains high over 7x total debt / cash EBITDA (incorporating Moody's standard adjustments) and is expected to decline only slightly over the course of 2017, as incremental programming spend may be reduced from previous levels, while incremental revenue from carriage contract escalators may provide for additional incremental EBITDA contribution. However, if subscriber attrition continues, the company may not be able to get its expected advertising revenue, and weak viewer ratings may cause pressure in renewing its carriage contracts at the same levels upon their expiration in 2019-2020. Other factors impacting the credit rating are the company's relatively small size of $121 million in revenues and its minimal revolver of $10 million (undrawn, unrated), providing for little external liquidity. Moody's views the company's liquidity as somewhat limited, as Moody's expects its leverage to be at or above the declining financial covenant triggers over the next 12-18 months, likely with limited ability to borrow on the small revolver. Fuse provides English language content targeted at young Latinos and multi-cultural population of the United States, and Moody's believes growth in this population, currently underserved by mainstream English language television, positions the company well for potentially improving cash flow from both pay television distributors and advertisers. However, these same factors draw other competitors as well. Fuse faces significant competition for viewers, for channel placement and carriage fees from pay television distributors, and for advertising dollars, in many cases from much larger companies with far more financial flexibility to invest in content. The contractual stream of revenue from affiliate partners (estimated at about 70% of total revenue) lends some near-term stability and creates revenue visibility over the next few years, as majority of the contracts have been renewed through 2019 or later at same or better terms, in some cases adding incremental network carriage onto its contracts with distribution partners. Despite some of the favorable factors listed above, high leverage and negative free cash flows suggest that the company is under-capitalized. Moody's forecasts leverage to decline slightly to low 7x debt/cash EBITDA through 2017, with negative free cash flow generation over the course of the year as programming investments continue, with uncertain performance expectations of Fuse original shows. Moody's adjusts EBITDA to incorporate programming expenses on a cash basis. The company thus far has managed its liquidity position via internally generated cash, and has not had a need to rely on its $10mm revolver. The stable outlook incorporates limited improvement to the company's program line-up and with some expected deterioration of the liquidity position amidst programming line-up recalibration. Moody's expects negative free cash flow to continue over the next 12-18 months, with leverage declining slightly due to tight cost controls and built-in carriage fee escalators. Given the weak operating performance and the continued negative free cash flow expectation, an upgrade is unlikely over the next few years. Moody's would consider a positive action with evidence of meaningful EBITDA growth, traction with affiliates and advertisers, and confidence that the company will be able to refinance its debt when it comes due in 2019. An upgrade would also require expectations for adequate liquidity and sustainable positive free cash flow. Substantial deterioration of the liquidity, as well as increasingly negative free cash flow, along with inability to comply with revolver covenants likely would likely warrant a negative ratings action. Evidence of lack of traction with advertisers or distributors such that Moody's expects the company to receive affiliate fees at a lower rate or for a smaller number of pay television subscribers could also have negative ratings implications. Fuse, LLC does business as Fuse and FM networks and provides a mixture of original and acquired English language entertainment, music and lifestyle content targeted at Latinos. Fuse reaches approximately 66 million Nielsen homes, while FM reaches approximately 38 million Nielsen homes through distribution partners including AT&T U-verse, Comcast, Cox, Dish Network, Direct TV, Charter, Spectrum, Cablevision and Verizon FIOS. The company's original content is also available via digital platforms such as Hulu, Youtube, its own website and distributor on-demand offerings. The principal financial shareholders in Fuse, LLC are Columbia Capital and Rho Capital Partners. The company maintains headquarters in Los Angeles, California. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in February 2017. GALLANT CAPITAL: Seeks to Hire Shipkevich as Legal Counsel ---------------------------------------------------------- Gallant Capital Markets seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Shipkevich PLLC. The firm will advise the Debtor regarding its duties under the Bankruptcy Code, assist in financial transactions, prepare a bankruptcy plan, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Partners/Of Counsel $500 Junior Associates $350 Paraprofessionals $100 In a court filing, Irene Costello, Esq., managing partner at Shipkevich, disclosed that she and her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Irene Costello, Esq. Shipkevich PLLC 65 Broadway, Suite 508 New York, NY 10006-2538 Email: icostello@shipkevich.com About Gallant Capital Markets Gallant Capital Markets is a foreign exchange broker incorporated in the British Virgin Islands. Gallant Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41814) on April 14, 2017. The petition was signed by Salvatore Bucellato, CEO. Judge Elizabeth S. Stong is the case judge. At the time of the filing, the Debtor estimated assets and liabilities at $1 million to $10 million. No trustee, examiner or committee has been appointed in the Debtor's case. GARDEN OF EDEN: Exclusive Plan Filing Deadline Extended to June 26 ------------------------------------------------------------------ Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive period during which only Garden of Eden Enterprises, Inc. and its affiliated Debtors may file a Plan of reorganization, and solicit acceptances to that Plan, to and including June 26, 2017 and August 24, 2017. The Troubled Company Reporter reported that the Debtors needed additional time to evaluate a possible closure of one of their store locations and the effects of moving forward and formulating a plan of reorganization with their remaining locations. The Debtors, in consultation with the Official Committee of Unsecured Creditors, had been in the process of making a determination as to whether or not to close one of its store locations. As such, the Debtors averred that an extension will enable them to evaluate their businesses and formulate and negotiate a plan of reorganization with its secured creditors and the Committee. About Garden of Eden Enterprises Garden of Eden Enterprises, Inc., Broadway Specialty Food, Inc., Coskun Brothers Specialty, and Garden of Eden Gourmet Inc. filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-12488, 16-12490, 16-12491, 16-12492, respectively) on Aug. 29, 2016. The petitions were signed by Mustafa Coskun, president. The cases are assigned to Judge James L. Garrity Jr. Doing business as Garden of Eden, the Debtors operate three upscale full-service specialty-food retail stores at leased premises in New York. The Debtor Garden of Eden Enterprises is the parent operating company of the Debtors, and maintains its place of business at 720 Anderson Avenue, Cliffside Park, New Jersey 07010. Clifford A. Katz, Esq., and Scott K. Levine, Esq., of Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, serve as counsel to the Debtors. At the time of filing, the Debtors disclosed $8.05 million in assets and $8.29 million in liabilities. A list of the Debtors' 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb16-12488.pdf U.S. Trustee William K. Harrington on Sept. 15, 2016, appointed three creditors to serve on the official committee of unsecured creditors of Garden of Eden Enterprises, Inc., et al. The Official Committee retained Sullivan & Worcester LLP as counsel, effective October 6, 2016. GARRETSON TILE: Hires J. Goeffrey Sturgill, Jr. as Accountant ------------------------------------------------------------- Garretson Tile Company, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ J. Goeffrey Sturgill, Jr., CPA, PC as accountant for the Debtor-in-possession. The Debtor requires JGS to: a. file necessary tax returns, tax reports, lend any assistance needed by the Debtor-in-Possession; and b. assist and prepare the returns and reports required by the Court and the Office of the United States Trustee. JGS accountants who will work on the Debtor's case and their hourly rates are: J. Goeffrey Sturgill, Jr., CPA, Principal $250 Cheyenne Gulden, Senior Accountant $125 Stacie Hagerman, Administrative $60 J. Goeffrey Sturgill, Jr., CPA, principal at J. Goeffrey Sturgill, Jr., CPA, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. JGS may be reached at: J. Goeffrey Sturgill, Jr., CPA J. Goeffrey Sturgill, Jr., CPA, PC 139 Baltimore Street Gettysburg, PA 17325 Phone: 717-334-6728 About Garretson Tile Company Gettysburg, Pennsylvania, Garretson Tile Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Pa. Case No. 17-01051) on March 19, 2017. The petition was signed by Gregory A. King, president. The case is assigned to Judge Robert N. Opel II. At the time of the filing, the Debtor disclosed $1.65 million in assets and $2.26 million in liabilities. GENERAL WIRELESS: Committee Taps Berkeley as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of General Wireless Operations Inc. seeks court approval to hire a financial advisor. In a filing with the U.S. Bankruptcy Court for the District of Delaware, the committee proposes to hire Berkeley Research Group LLC to, among other things, (a) monitor the "going out of business" process; (b) review offers received, if any, for assets of General Wireless and its affiliates; (c) develop a periodic monitoring report to enable the committee to evaluate the Debtors' liquidity and wind- down activities on an ongoing basis; (d) assist the committee with respect to any use of cash collateral arrangements negotiated; (e) assist the committee in its analysis and monitoring of the Debtors' and non-debtor affiliates' financial affairs; (f) prepare valuation analyses of the Debtors' businesses and assets; (g) evaluate the Debtors' intangible asset portfolio and develop strategies to maximize returns; (h) assist the committee in reviewing and evaluating any court filing; (i) attend committee meetings and court hearings as may be required; (j) assist the committee in identifying and reviewing any preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders or third parties; (k) analyze intercompany or related party transactions; (l) develop strategies to maximize recoveries from the Debtors' assets and assist the committee with such strategies; (m) review and provide analysis of any bankruptcy plan and disclosure statement relating to the Debtors; (n) monitor the Debtors' claims management process, analyze claims, analyze guarantees, and summarize claims by entity; (o) monitor wind-down of both the Debtors and non-debtor entities; (p) render other general business consulting or assistance as the committee or its counsel may deem necessary; and (q) provide other potential services, including expert testimony and forensic work. The firm's standard hourly rates range from $650 to $980 for managing directors; $480 to $705 for directors; $260 to $475 for professional staff; and $120 to $425 for support staff. The BRG professionals expected to provide the services and their standard hourly rates are: David Galfus $980 Robert Duffy $975 Steven Coulombe $975 Mark Renzi $895 Andrew Nolan $615 Jonathan Emerson $475 David Galfus, managing director of Berkeley, 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: David Galfus Berkeley Research Group LLC 250 Pehle Avenue, Suite 301 Saddle Brook, NJ 07663 Phone: 201.587.7100 Fax: 201.587.7102 Email: eordway@thinkbrg.com 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. On March 17, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Kelley Drye & Warren LLP as its lead counsel, and Klehr Harrison Harvey Branzburg LLP as its local counsel. GENTLEPRO HOME: Wants Authorization to Use IRS Cash Collateral -------------------------------------------------------------- Gentlepro Home Health Care, Inc., asks the U.S. Bankruptcy Court for the Northern District of Illinois for authorization to use the cash collateral in which the Internal Revenue Service has an interest. The Debtor provides home health care services, including nursing and rehabilitation therapy to individuals throughout the Chicagoland area. The proposed monthly budget reflects total estimated expenses of $73,580. The Debtor owes certain sums of money to the IRS, portions of which are secured by a federal tax lien. As of the Petition Date, according to the proof of claim filed by the IRS, there remains due and owing from the Debtor to the IRS the total secured amount of $86,352. The IRS asserts a perfected lien on substantially all of the Debtor's prepetition assets, including but not limited to, cash on hand, inventory, equipment, accounts receivable, and general intangibles, together with the proceeds thereof. The Debtor tells the Court that it does not have sufficient available working capital to finance its ongoing postpetition business operations. Accordingly, the Debtor believes that use of its cash collateral will allow it to operate as a going concern, and thus, maximize the value of the estate for all creditors. On the contrary, the Debtor claims that it could not continue to operate its business, and will incur immediate and irreparable harm to its estate in the absence of immediate authorization of the use of cash collateral. Accordingly, the Debtor proposes to: (1) make monthly adequate protection payments to the IRS; (2) grant the IRS with replacement lien on all of the Debtor's assets; and (3) grant the IRS an administrative expense claim pursuant to Section 507(b) of the Code. A hearing on the Debtor's Motion for interim and final orders authorizing the use of cash collateral will be held on May 2, 2017 at 9:30 a.m. A full-text copy of the Debtor's Motion, dated April 24, 2017, is available at https://is.gd/jB3Sxh A copy of the Debtor's Budget is available at https://is.gd/j2uG1Q About Gentlepro Home Health Care Gentlepro Home Health Care, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11377) on April 11, 2017. Edith Querubin, president, signed the petition. The case is assigned to Judge Janet S. Baer. The Debtor is represented by Joshua D. Greene, Esq. at the firm of Springer Brown, LLC. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. GOING VENTURES: Seeks to Hire Eagle Point as Accountant ------------------------------------------------------- Going Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an accountant. The Debtor proposes to hire Eagle Point Accounting to, among other things, prepare or review tax returns, construct its books and records, prepare monthly operating reports and provide other tax-related services. The hourly rates charged by the firm range from $100 to $150. Gary Mosley, an accountant and principal of Eagle Point, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Gary Mosley Eagle Point Accounting 810 Jackson Street Locust Grove, GA 30248 Phone: 678-583-9706 Fax: 470-878-6400 About Going Ventures LLC Going Ventures LLC, which operates under the name Going Aire LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-12747) on March 7, 2017. Carl Bradley Copeland, manager, signed the petition. Judge Laurel M. Isicoff is the case judge. The Debtor is represented by David R. Softness, Esq. of David R. Softness, P.A. At the time of filing, the Debtor had total assets of $72,900 and total liabilities of $1.01 million. No trustee, examiner or statutory committee has been appointed in the Debtor's Chapter 11 case. GOODMAN NETWORKS: Wants Plan Confirmation Hearing Moved to May 2 ---------------------------------------------------------------- BankruptcyData.com reported that Goodman Networks filed with the U.S. Bankruptcy Court an emergency motion adjourning the hearing to consider confirmation of the Debtors' chapter 11 plan and approval of related disclosure statement. The motion explains, "The Debtors now seek to continue the Confirmation Hearing to May 2, 2017. As previously disclosed in various filings (including the Disclosure Statement and the Debtors' voluntary petitions) and discussed at the March 29 hearing in these cases, the State of Texas has asserted a tax claim against Goodman Networks Incorporated in excess of $34 million (the 'Disputed Tax Liability'). The Debtors have disputed the Disputed Texas Tax Liability, and have asserted that all or a portion of the claim, to the extent it is valid and enforceable, is reimbursable by AT&T. The Debtors, in consultation with the Consenting Noteholders, the Consenting Equityholders, and AT&T, have determined that, rather than going forward with confirmation on April 20, 2017, it would be in the parties' best interests to adjourn the Confirmation Hearing. This additional time will allow parties to continue discussions regarding a mutually acceptable resolution of the Disputed Texas Tax Liability or reach an agreement on the waiver of the condition precedent to the Plan. In advance of filing this motion, the Debtors also consulted with the Texas Comptroller of Public Accounts, which does not object to the requested adjournment." The Court scheduled an April 20, 2017 hearing on the emergency motion. About Goodman Networks Goodman Networks, along with two of its affiliates, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-31575) on March 13, 2017, citing decreased demands for its services and increased debt as a result of a series of strategic acquisitions in 2013. The Debtors commenced the Chapter 11 cases after reaching an agreement with 75% noteholders and 80% shareholders on the terms of a comprehensive balance-sheet restructuring. The Debtors, which provide end-to-end network infrastructure and professional services to telecommunications industry, and installation and maintenance services for satellite communications, have $325 million of outstanding debt in the form of 12.125% senior secured notes due July 2018, as disclosed in the bankruptcy filing. In its petition, Goodman Networks estimated $100 million to $500 million in both assets and liabilities. The petitions were signed by John Debus, interim chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general counsel, Haynes and Boone, LLP as local counsel, Jefferies LLC as financial advisor, FTI Consulting, Inc. as restructuring advisor, June Creek Interests as crisis manager and Kurtzman Carson Consultants, LLC as noticing, claims and balloting agent. On the Petition Date, the Debtors filed a plan of reorganization and related disclosure statement. Under the Plan, the secured notes claims of $325 million will receive their pro rata share of $25 million in cash, $112.5 million of new 8% senior secured notes due 2022, new payment-in-kind preferred stock in reorganized Goodman having an initial liquidation value of $80 million and shares of new common stock in Reorganized Goodman representing 42% of the common stock of Reorganized Goodman on the Effective Date. All holders of existing Goodman Interests will maintain ownership (on a pro rata basis) of 7.9 percent of the common stock in Reorganized Goodman. General unsecured claims will be paid in full in cash. Administrative claims, priority tax claims and secured claims will be paid in full in cash. The Plan will be funded from cash on hand and issuance and distribution of the New Secured Notes, issuance and distribution of the New PIK Preferred Stock and issuance and distribution of the New Common Stock and dilution of interests in Goodman. In conjunction with the RSA and the Debtors' prepetition solicitation process, the Debtors also engaged with MidCap Financial Trust, the administrative agent and lender, regarding The treatment of the Debtors' prepetition revolving credit facility. After good-faith negotiations, the Credit Facility Lender agreed to forbear from exercising remedies with respect to certain defaults in return for the pay-down of all outstanding amounts under the Credit Facility on March 8, 2017. In addition, the Credit Facility Lender has committed to provide a $25 million post-emergence revolving credit facility on substantially the same terms as the prepetition Credit Facility. The Exit Facility will ensure that the Debtors' reorganized balance sheet is appropriately capitalized. On a post-reorganization basis, the transactions in the Plan would result in a reduction of outstanding funded indebtedness by more than $212.5 million as well as significantly reducing interest expense. Counsel to the Consenting Noteholders: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036 Michael S. Stamer, Esq. Meredith Lahaie, Esq. Sara Lynne Brauner, Esq. GRAND ABBACO DEVELOPMENT: Trustee Taps Meland Russin as Counsel --------------------------------------------------------------- The Chapter 11 trustee for Grand Abbaco Development of Village West Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel. Drew Dillworth, the court-appointed trustee, proposes to hire Meland Russin & Budwick P.A. to give legal advice regarding his duties under the Bankruptcy Code, and provide other legal services related to the Debtor's Chapter 11 case. Meland Russin and Peter Russin, Esq., the firm's attorney designated to provide the services, do not represent any interest adverse to the trustee or the Debtor, according to court filings. The firm can be reached through: Peter D. Russin, Esq. Meland Russin & Budwick P.A. 200 South Biscayne Boulevard, Suite 3200 Miami, FL 33131 Office: 305.358.6363 Direct: 305.375.6075 Fax: 305.358.1221 Email: prussin@melandrussin.com About Grand Abbaco Development Grand Abbaco Development of Village West Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-14286) on March 27, 2016. The Debtor is represented by Michael Marcer, Esq., at Marrero, Chamizo, Marcer Law, LP. No official committee of unsecured creditors has been appointed in the Debtor's case. GREENE TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Greene Technologies Incorporated as of April 27, according to a court docket. About Greene Technologies Incorporated Greene Technologies Incorporated filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y.. Case No. 17-60389) on March 31, 2017. Edward J. Fintel and Associates represents the Debtor as counsel. The Debtor disclosed total assets of $795,274 and total liabilities of $1.01 million. The petition was signed by Carol M. Rosenkrantz, president. Edward J. Fintel, Esq., at Edward J. Fintel & Associates serves as the Debtor's attorney. GURKARN DIAMOND: Unsecureds to Get Share of $500 per Month for 1 Yr ------------------------------------------------------------------- Gurkarn Diamond Hotel Corporation filed with the U.S. Bankruptcy Court for the Western District of Texas its first amended disclosure statement dated April 24, 2017, explaining its plan of reorganization. Class 7 Allowed General Unsecured Claims -- estimated at $11,800 -- is impaired by the Plan. Each holder of an Allowed General Unsecured Claim will be paid their pro rata share of $500 a month over 12 months, starting on the 15th of the third full month following the Effective Date. Insider Unsecured Claims, including that of Satinder Gill, will be paid nothing under this Plan. The Debtor has not filed claims and objections and may object to certain of the unsecured claims. The Debtor proposes to repay creditors as the result of a reorganized and streamlined business model. Priority claims and unsecured claims will be paid in full under the Plan. An equity auction will be conducted to ensure the Plan does not violate the absolute priority rule. The funds necessary for the satisfaction of the creditors' claims will be generated from Debtor's income and the contributions to be made by the Equity Interest Holders called for by the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-70183-76.pdf As reported by the Troubled Company Reporter on March 27, 2017, the Debtor filed with the Court its first disclosure statement explaining its plan of reorganization, dated March 14, 2017, which proposes to pay priority claims and unsecured claims in full. Class 7 under the plan consists of the Allowed General Unsecured Claims and is estimated to be approximately $20,000. Each holder of an Allowed General Unsecured Claim will be paid their pro rata share of $1,000 a month over 24 months, starting on the 15th of the third full month following the Effective Date. About Gurkarn Diamond Hotel Gurkarn Diamond Hotel Corporation filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-70183) on Nov. 14, 2016. The case is assigned to Judge Ronald B. King. The petition was signed by Satinder S. Gill, partner member. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. HAITIAN FIRST CHURCH: Israel Buying Brooklyn Property for $2.5M --------------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York will convene a hearing on May 24, 2017 at 3:00 p.m. to consider Haitian First Church of Brethren, Inc.'s sale of the real property known as and located at 1781-1787 Flatbush Avenue, Brooklyn, New York, Block 7618, Lot 34, to David Israel, or an entity to be formed by him, for $2,525,000, subject to higher and better offers. The objection deadline is May 17, 2017. The Property, owned by the Debtor, consists of a land and buildings. The Debtor and the Purchaser entered into Contract of Sale, dated April 19, 2017, for the sale and purchase of the Property. The Purchaser has given the Debtor's counsel the sum of $100,000, which is being held in escrow. If Purchaser is the successful bidder it will pay the balance of the purchase price at the closing. The Contract does not have a financing contingency and is an all cash purchase. Because the Debtor is a religious corporation, the sale must be approved by the New York State Attorney General. Special Counsel estimates that the approval should be obtained by mid-June. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Haitian_First_199_Sales.pdf By order dated March 25, 2016, the Court approved a sale of the Property to Mission of Mount Olives Church of God, Inc. Because the pastor of the Debtor died and after his death it was discovered that he never obtained approval of the Debtor's board for the sale, that sale did not proceed to closing. By letter dated Oct. 13, 2016, the prior seller cancelled its contract to purchase the Property. The Purchaser came to the Debtor through Geo Real Estate Group, Inc. The Debtor has agreed to pay Geo a commission of $100,000, subject to approval by the Court. The Debtor is filing an application to retain Geo effective Jan. 1, 2017. The offer made by the Purchaser is the highest offer received by Geo by a party willing to sign a contract. Because the sales price for the Property is more than sufficient to pay all creditors in full, the Debtor has decided not to incur the expense of advertising the Property for sale, but Geo and the Debtor will continue to market the Property. By order dated Nov. 16, 2015, the Court authorized the Debtor to retain Kurt L. Roth of Dickler & Roth LLP as Special Real Estate Counsel. Roth has made several appearances before the Court and will take all necessary steps to insure that the sale will close. Because of the extra work in negotiating and preparing two contracts, in dealing with the Debtor on contract issues, and in making several court appearances, as well as representing the Debtor at the closing on the sale of the Property, the Debtor asks that Special Real Estate Counsel receive a fee of $10,000 instead of the $6,500 previously approved by the Court, and that such fee is reasonable. The $2,525,000 purchase price is greater than the aggregate amount of all liens on the Property. The Debtor owed D.A.M. Nevada $1,465,985, as of Nov. 30, 2016, and the amount that will be owed in June 2017 will be no more than $1,550,000. Atlantic Northeast District, Church of the Brethren holds the second mortgage on the Property with a current balance of approximately $100,000. The Debtor owes real estate taxes and water charges of approximately $70,000. The sales price is far in excess of the liens on the Property. The only filed unsecured claim is Con Ed for $82. Therefore, the Property will be sold free and clear of any liens, claims and encumbrances. The Debtor believes that an immediate sale of the Property is in the best interests of the estate for numerous reasons. The Court granted D.A.M. Nevada relief from the automatic stay by order dated July 20, 2015. Although as of the date of the Motion, no foreclosure sale has been scheduled, D.A.M. Nevada holds a judgment of foreclosure and is ready to schedule a sale if the Debtor does not sell the Property. Interest continues to accrue on the judgment, on the second mortgage, and on the real estate taxes. The Debtor does not have the money to pay the judgment, so sale of the Property is in the best interests of the Debtor's estate and its creditors. The Debtor believes that the sale to Purchaser or to any other entity that makes a higher and better offer at the Sale Hearing represents the highest and best value that can reasonably be obtained for the estate from the Property. Accordingly, the Debtor asks the Court to enter an Order (i) approving the Contract and authorizing the Debtor to enter into and consummate the Contract; (ii) authorizing the Debtor to sell the Property, free and clear of all liens, claims, encumbrances and interests, except as set forth in the Contract of Sale, to the Purchaser or to such entity that submits a higher and better offer at the Sale Hearing; (iii) approving fees of $10,000 to Kurt L. Roth, as special real estate counsel to the Debtor; and the broker's commission to Geo of $100,00; and (iv) granting the Debtor such other and further relief as may be just and proper. The Purchaser can be reached at: David Israel 2774 Coney Island Ave. Brooklyn, NY 11235 About Haitian First Church of the Bretheren Haitian First Church of the Bretheren, Inc., sought Chapter 11 protection (Bankr. E.D. N.Y. Case No. 14-43609) on July 15, 2014. Judge Carla E. Craig is assigned to the case. The Debtor disclosed assets at $850,000 and liabilities at $1 million. The petition was signed by Verel Montauban, president. The Debtor tapped Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, as counsel. HARROGATE INC: Fitch Cuts Rating on $10.68MM 1997 Rev. Bonds to BB ------------------------------------------------------------------ Fitch Ratings has downgraded the rating on the following bonds issued on behalf of Harrogate, Inc. to 'BB' from 'BB+': -- $10,680,000 of New Jersey Economic Development Authority revenue refunding bonds series 1997. The Rating Outlook is Stable. SECURITY The bonds are secured by a gross revenue pledge, a mortgage on certain property and equipment and a debt service reserve fund. KEY RATING DRIVERS DECLINING LIQUIDITY POSITION: The downgrade to 'BB' reflects Harrogate's weak unrestricted liquidity position, which has declined significantly over the past four years. The community's 54 days cash on hand (DCOH), 22.8% cash to debt, and 1.7x cushion ratio at Feb. 28, 2017 (two-month interim) were all below Fitch's below investment grade (BIG) medians of 256 days, 34.9% and 4.4x, respectively. SLOWLY REBOUNDING OCCUPANCY: The Stable Outlook reflects the improvement in Harrogate's independent living unit (ILU) occupancy to 82% through the interim period, from 75% at the end of 2015, due to strong ILU sales in 2016, particularly in the second half of the year. Management is budgeting to have 40 move-ins in 2017, which should further support occupancy improvement. WEAK OPERATING PROFITABILITY: Lower occupancy in the beginning of 2016 pressured Harrogate's operating performance, resulting in a 118% operating ratio and a 11.7% net operating margin (NOM)-adjusted (improved from the prior year, but still weak for the category) in 2016 (unaudited). Operating ratio improved through the interim period to 98.7% due to incremental monthly fees resulting from improved occupancy. MANAGEABLE DEBT BURDEN: A key credit strength is Harrogate's manageable debt burden with maximum annual debt service (MADS) constituting only 8.5% of 2016 revenues, compared to Fitch's 'BIG' median of 15.8%. Given the weak operating performance, Harrogate's debt service coverage was a thin 1.4x in 2016. However, given the lower debt burden and the increase in IL occupancy through the interim period, Fitch expects debt service coverage to improve. LONGER TERM CAPITAL PLANS: Harrogate is in the process of developing a master facilities plan (MFP), which could include a replacement of its health care center, construction of additional ILUs and assisted living units (ALUs), including memory care beds. The plan is in the early development phase, but preliminary costs range from $20 to $28 million, likely to be funded via a debt issuance. Harrogate does not have debt capacity at its current rating level. RATING SENSITIVITIES CONTINUED OCCUPANCY IMPROVEMENT EXPECTED: Fitch expects Harrogate, Inc. to sustain the improved occupancy trend exhibited over the last eight months, which should improve cash flow and help stabilize the balance sheet over the medium to longer term. CREDIT PROFILE Harrogate is a type 'A' continuing care retirement community (CCRC) located in Lakewood, New Jersey with 254 ILUs and 68 skilled nursing facility (SNF) beds. Harrogate has a client services agreement with Life Care Services (LCS). Total revenues in 2016 were $16.2 million (December 31 year end). DECLINING LIQUIDITY POSITION Harrogate's unrestricted cash and investments declined to just $2.4 million at Feb. 28, 2017, from $14.2 million at Dec. 31, 2013. The year-over-year decline is attributed to weak operating profitability and cash flows, heavy plant reinvestment over the recent years, as well as timing of entrance fee refunds ($1.0 million refunded through Feb.). Capital expenditures averaged 163.4% over the past four years and were at 220.3% in 2015, significantly above Fitch's 'BIG' median of 79.5%. Harrogate has historically deferred major renovations, which has resulted in a very high average age of plant of 22.7 years in 2014. Average age, while still elevated, improved to 19.5 years in 2016. The plant reinvestment was necessary to enhance marketability, but had a significant negative impact on Harrogate's liquidity ratios. Harrogate's balance sheet position has historically been considered a credit strength, as it was more in line with Fitch's investment grade medians. The significant decline in liquidity is a major driver for the downgrade to 'BB'. Harrogate does not have a DCOH covenant. OCCUPANCY AND PROFITABILITY Harrogate's ILU occupancy improved to 82% through the interim period as a result of a stabilized marketing department and continued apartment renovations, which have increased the marketability of the campus. Harrogate had a record 53 move-ins in 2016, which generated strong net entrance fee receipts of $4.1 million, offsetting the significant operating loss of $1.7 million for the year, and resulting in an improved NOM-adjusted of 11.7%. Management is budgeting to receive $3.2 million in net entrance fee receipts in 2017, which is feasible given the recent sales momentum. Harrogate's operating ratio has averaged 110.9% over the past four years, high even for a Type-A community. ILU occupancy improvement, as well as a renewed focus on driving outside admits into the skilled nursing facility (SNF), resulted in an improved operating ratio of 98.7% through the interim. SNF occupancy improved to 93% through the interim compared to 80% in 2016 and should be accretive to the bottom line if maintained. MANAGEABLE DEBT BURDEN Harrogate's MADS of $1.35 million equated to a manageable 8.5% of total 2016 revenues favorable to the 'BIG' median of 15.8%. Harrogate's debt to net available of 5.5x was also solid for the rating category. Although Harrogate's overall debt burden remains manageable, its weak operating profitability resulted in low debt service coverage of 1.4x in 2016. LONGER TERM CAPITAL PLANS Harrogate's deferred capital spending over the years has resulted in an elevated average age of plant of 19.5 years in 2016. Harrogate began to address the high average age of plant with a number of apartment consolidations and renovations starting in 2014. Approximately 88% of the community's $4.1 million in capital expenditures in 2016 were used for apartment renovations, which has helped improve occupancy on the campus. Fitch believes that the apartment combination and renovation initiative is necessary for Harrogate to satisfy market demand and stay competitive in its service area. Harrogate is in the process of developing a master facilities plan (MFP), which could include a replacement of its health care center, construction of additional ILUs and ALUs (including memory care beds). The plan is in the early development phase but preliminary costs range from $20 to $28 million and will likely be funded via a debt issuance. Fitch notes that Harrogate does not have capacity at the current rating level for an issuance of such magnitude. DEBT PROFILE The 1997 bonds are fixed rate with a level debt service and MADS of $1.35 million. There are no swaps outstanding. ICC HOLDINGS: A.M. Best Assigns 'bb' Issuer Credit Rating --------------------------------------------------------- A.M. Best has assigned a Long-Term Issuer Credit Rating (Long-Term ICR) of "bb" to ICC Holdings, Inc. [NASDAQ: ICCH] (Rock Island, IL), a recently formed publicly traded holding company for the demutualization of Illinois Casualty Company (Rock Island, IL). The outlook assigned to the Credit Rating (rating) is positive. ICC Holdings owns 100% of Illinois Casualty. In its initial public offering, the company closed at $35 million. The transaction closed on March 24, 2017, and the stock begins trading on March 28, 2017. Concurrently, A.M. Best has affirmed the Financial Strength Rating (FSR) of B++ (Good) and the Long-Term ICR of "bbb" of Illinois Casualty. The outlook of the FSR is stable, while the outlook of the Long-Term ICR remains positive. Illinois Casualty's ratings and positive Long-Term ICR outlook reflect its improving risk-adjusted capitalization and recent trend in favorable operating performance under the current management team. These positive rating factors are offset partially by the company's elevated expense ratio and below-average return measures. A.M. Best expects additional capital resulting from the demutualization to further improve the company's capital position and leverage ratios. J&M FOOD: Hires LaGanke Firm as Co-Counsel ------------------------------------------ J&M Food Services LLC seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ James M. LaGanke PLLC as co-counsel and litigation counsel for the Debtor. The Debtor requires LaGanke Firm to: a. advise the Debtor regarding its powers and duties as debtor-in-possession in the continued management and operation of its business; b. take necessary action to protect and preserve the Debtor's estate, including prosecute actions on the Debtor's behalf, defend any action commenced against the Debtor and represent the Debtor's interest in negotiations concerning litigation in which the Debtor is involved, including, but not limited to, objections to claims filed against the estate; c. negotiate, solicit, and obtain court approval on the Debtor's behalf for the plan of reorganization, disclosure statement, and all related agreements and/or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; d. appear before the Bankruptcy Court and the United States Trustee, and protect the interest of the Debtor's estate; and e. pursue the State Court Litigation either in this Court or in Superior Court. The Debtor will compensate LaGanke Firm at the rate of $400. LaGanke Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James M. LaGanke, Esq., James M. LaGanke PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. LaGanke Firm may be reached at: James M. LaGanke, Esq. James M. LaGanke PLLC 13236 N. 7th Street, Suite 4-257 Phoenix, AZ 85022-5343 Phone: (602) 993-5490 Fax: (602) 283-5122 E-mail: jameslaganke@aol.com About J&M Food Services J&M Food Services LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01466) on February 18, 2017. The petition was signed by Maggie Liao, managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. JAGUAR HOLDING: $550 Mil. PIK Toggle Notes Get Moody's Caa1 ----------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family Rating and B2-PD Probability of Default Rating of Jaguar Holding Company II (a parent company of Pharmaceutical Product Development, LLC (collectively, "PPD")) in conjunction with the company's recapitalization transaction. Moody's assigned a Caa1 rating to the proposed $550 million senior unsecured holdco PIK toggle notes issued by Eagle Holding Company II, LLC, a parent company of Jaguar Holding Company II. Proceeds from the notes will be used in conjunction with equity from new and existing sponsors to make a distribution to affiliates of The Carlyle Group and Hellman & Friedman, management, and to fund related fees and expenses. Moody's also upgraded the existing secured credit facilities to Ba3 from B1 because of the additional junior capital being added to the capital structure. At the same time, Moody's affirmed the existing Caa1 rating on the unsecured notes due 2023. The rating outlook is stable. At the close of the transaction, Moody's will withdraw the Corporate Family Rating, Probability of Default Rating, and outlook on Jaguar Holding Company II. Moody's is reassigning these ratings at Eagle Holding Company II, LLC which will be the issuer of the proposed notes and the highest level entity with rated debt going forward. "The proposed recapitalization will increase leverage by about a turn to the high 7.0 times debt to EBITDA range -- very high for the B2," stated Morris Borenstein, Moody's Assistant Vice President. "However, given the company's strong revenue and earnings growth outlook, PPD's leverage will improve to around 7.0 times over the next 12 months." Eagle Holding Company II, LLC: Ratings assigned: Corporate Family Rating of B2 Probability of Default Rating of B2-PD $550 million senior unsecured notes due 2022, Caa1 (LGD6) The outlook is stable. Jaguar Holding Company II: Ratings upgraded: $3,194 million senior secured term loan to Ba3 due 2022 (LGD3) from B1 (LGD3) $300 million senior secured revolving credit facility due 2020 to Ba3 (LGD3) from B1 (LGD3) Rating affirmed: $1,125 million senior unsecured notes due 2023 at Caa1 (LGD5) Ratings affirmed, to be withdrawn at the close of the transaction: Corporate Family Rating of B2 Probability of Default Rating of B2-PD The outlook is stable. RATINGS RATIONALE PPD's B2 CFR rating reflects the company's very high financial leverage and aggressive financial policies, including a significant amount of shareholder dividends paid since the company's leveraged buyout. The rating also reflects risks inherent in the CRO industry, which is highly competitive, has high reliance on the pharmaceutical industry, and is subject to cancellation risk. The B2 rating is supported by PPD's significant scale, leading breadth of services and strong reputation, which Moody's believes gives the company competitive advantages over many peers in the highly fragmented CRO industry. The rating is also supported by Moody's view that PPD has good revenue and earnings growth prospects due to increased outsourcing of R&D by the pharmaceutical industry and a healthy biotechnology funding environment. Finally, the B2 rating is also supported by Moody's expectation for adequate interest coverage, positive free cash flow and good liquidity. While not anticipated, Moody's could upgrade the ratings if PPD's adjusted debt to EBITDA is expected to be sustained below 5.5 times and free cash flow to debt is expected to be sustained above 8%. Moody's could downgrade the ratings if industry growth is expected to slow or company-specific challenges indicate that leverage will not decline from current levels. Further, if free cash flow to debt is expected to be negative for a sustained period, or liquidity is expected to materially worsen, Moody's could downgrade the ratings. PPD is a global contract research organization. The company provides Phase I through Phase IV clinical development, post-approval services as well as laboratory services to pharmaceutical, biotechnology and academic customers, among others. PPD is primarily owned by The Carlyle Group and Hellman & Friedman. Net service revenues for the twelve months ended December 31, 2016 approximated $2.5 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. JEANETTE GUTIERREZ: Sale of San Antonio Property for $58K Approved ------------------------------------------------------------------ Judge of the U.S. Bankruptcy Court for the Western District of Texas authorized Jeanette M. Gutierrez's private sale of the real property she owns located at 1219 Upland, San Antonio, Texas, more particularly described as Lot 3, Block 27, New City Block 10661, recorded in the Real Property Records of Bexar County, Texas, to Casas DJMAK, Quinlan Investments, LLC for $58,000. The sale is free and clear of all liens and interests, except for ad valorem taxes. The ad valorem tax lien for year 2016 and prior pertaining to the subject property will attach to the sales proceeds and that the closing agent will pay all ad valorem tax debt owed incident to the subject property immediately upon closing and prior to any disbursement of proceeds to any other person or entity. The ad valorem taxes for year 2017 pertaining to the subject property will be prorated in accordance with the Real Estate Purchase Contract and will become the responsibility of the Purchaser and the year 2017 ad valorem tax lien will be retained against the subject property until said taxes are paid in full. The remaining proceeds from each sale, if any, will be held in trust by the title insurance company that closes the sale, or by the Debtor's attorney, David T. Cain, in trust in his IOLTA account, pending further order of the Court. The Order is not stayed pursuant to Bankruptcy Rule 6004(g). About Jeanette M. Gutierrez Jeanette M. Gutierrez and her spouse own and operate a couple of businesses San Antonio, Texas, including GP Auto Sales, Inc., which is involved in used car sales; Gutierrez P. Enterprises, LLC, which owns and rents several residual rental properties in San Antonio, Texas; and FCRE, Inc. Jeanette M. Gutierrez sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-52100g) on Aug. 31, 2015. The Debtor tapped David T. Cain, Esq., at the Law Office of David T. Cain as counsel. JEFFERSON COUNTY, AL: Fitch Affirms BB+ on $395MM Sewer Warrants ---------------------------------------------------------------- Fitch Ratings has affirmed the following ratings for Jefferson County, AL's (the county) warrants: -- $395 million senior lien sewer revenue current interest warrants series 2013-A at 'BB+'; -- $65.6 million senior lien sewer revenue capital appreciation warrants series 2013-B at 'BB+'; -- $180.6 million senior lien sewer revenue convertible capital appreciation warrants series 2013-C at 'BB+'; -- $808.6 million subordinate lien sewer revenue current interest warrants series 2013-D at 'BB'; -- $62.5 million subordinate lien sewer revenue capital appreciation warrants series 2013-E at 'BB'; and -- $402.4 million subordinate lien sewer revenue convertible capital appreciation warrants series 2013-F at 'BB'. The Rating Outlook is Stable. SECURITY The senior lien warrants are payable from gross system revenues of the county's sanitary fund, which does not include sewer tax revenues that are used for operations. The subordinate lien warrants are payable from system revenues after payment of the senior lien warrants. KEY RATING DRIVERS EXCEEDINGLY HIGH DEBT BURDEN: System debt levels are exceptionally high, even with the substantial reduction in system debt achieved by the exit from bankruptcy in 2013. Further, the very slow pace of debt amortization and use of capital appreciation warrants will result in an elevated debt burden for decades even without additional borrowings. FINANCIAL SELF-SUFFICIENCY: The county's exit from bankruptcy in 2013 returned the county's sanitary sewer fund to an adequate financial position starting in fiscal 2014. The county's sewer fund ended fiscal 2016 with $7 million in unrestricted cash (or 45 days cash on hand) and all-in debt service coverage (DSC) of 2x. INCLINING DEBT SERVICE STRUCTURE: Sewer system cash flows are expected to be sufficient to generate healthy all-in DSC of at least 1.5x and meet capital demands through 2023. In 2024 and beyond, DSC is projected to be modest at around 1.25x as a result of back-loaded debt service, which will provide insufficient remaining cash flow to support known capital needs. COMMISSION SUPPORTED RATES: The Approved Rate Structure (ARS) adopted by the county commission in 2013 approved annual rate adjustments through final maturity of the warrants (2053). Ongoing support of the Commission to implement the annual rate increases authorized by the ARS, and any additional future rate adjustments that may be required to meet the rate covenant on the warrants, is key to the ratings. ONGOING LITIGATION RISK: Litigation is ongoing regarding the bankruptcy court's authority to enforce the ARS. While Fitch continues to assess the risk of potential litigation to credit quality, the ratings reflect the political will and authority of the County Commission to enforce the ARS and produce sufficient revenues to pay warrantholders. Less rating support is placed on the authority of the bankruptcy court to enforce the ARS in the absence of Commission action to do so in the future. FLAT CUSTOMER BASE: The county provides sewer service to a large service area across the entire county with an economy that continues to diversify. Flat customer growth precludes growth-related capital needs but burdens the existing customer base with substantial existing debt and infrastructure reinvestment costs. RATING SENSITIVITIES HINDRANCES TO APPROVED RATE STRUCTURE (ARS): Any action that limits or repeals the ARS would be viewed as a material weakening of Jefferson County's ability to operate the sewer system and meet obligations to warrantholders. Downward rating pressure would be expected to follow in turn. UNLIKELY NEAR-TERM UPWARD MOVEMENT: The rating is unlikely to move upwards over the near-term given the long-term capital demands of the system, back-loaded debt and rate sensitivity beyond increases in the ARS. CREDIT PROFILE Jefferson County is located in northeastern Alabama and has an estimated population of around 660,000 people, which has been flat since at least 2000. The county provides retail wastewater collection, treatment, and disposal service to a 440-square-mile area that includes 23 municipalities within the county (including the cities of Birmingham and Bessemer) as well as unincorporated parts of the county and very small portions of Shelby and St. Clair Counties. The cities of Birmingham and Bessemer bill customers directly for sewer service on behalf of Jefferson County and account for 91% of customers. The county declared bankruptcy in November 2011 following default on its sewer warrants, general obligation warrants and lease obligations. The chapter 9 plan of adjustment was approved by the bankruptcy court on Nov. 22, 2013 allowing the county to exit bankruptcy. The bankruptcy plan allowed the county to restructure its debt by issuing the senior and subordinate series 2013 warrants. SIGNIFICANT LEVERAGE REMAINS System leverage ratios are exceptionally high despite the reduction in system obligations negotiated with creditors under the plan of adjustment. Debt per customer is $13,577 (as compared to Fitch's national median or $1,756 per customer) while debt to net plant is high at 82% (Fitch sector median is 45%). System leverage will be a key credit concern for some time given the use of capital appreciation warrants and the back-loaded debt structure that yields a minimal principal amortization rate of 4% and 9% in the 10-year and 20-year horizons, respectively. Such slow amortization will constrict the system's capacity to absorb any future debt that may be needed for system capital purposes and will also absorb much of the annual rate increases approved in the ARS through the term of the warrants. Favorably, the system has no variable interest rate risk or exposure to swap termination payments, both of which were major contributors to the county's prior bankruptcy filing. RETURN TO FINANCIAL SUFFICIENCY IN 2014 The county's 2014 audit indicated a return to financial sufficiency of the sewer system. The bankruptcy plan included the forgiveness of $1.4 billion in outstanding debt and the 2013 warrants restructured repayment of the remaining debt through 2053, providing significant debt service payment relief in the early years. As a result, full debt service was paid and all-in DSC was healthy at 1.8x. In addition, the 2014 audit was completed by March 31, 2015 and newly required quarterly statements have also been provided in a timely manner. This represents improved disclosure from the past years of delayed audits with material concerns. All other material audit concerns have been resolved and the county's fiscal 2016 audit includes no qualifications or modifications. CONTINUED STABLE FINANCIAL PERFORMANCE TO DATE AS EXPECTED Audited results for both fiscal year 2016 and 2015 registered all in debt service coverage 2x and 1.9x, respectively. Liquidity levels continue to be weaker at just 45 days of cash on hand. Actual DSC has exceeded the original 2013 feasibility forecast which anticipated fiscal 2016 of 1.6x. The county's financial staff, under the direction of the chief financial officer, continues to build upon work done in the past three years to modernize and clean up the internal accounting processes within the county. In 2015, the county implemented a new accounting system that it believes will further improve financial reporting. INCLINING DEBT SERVICE STRUCTURE CREATES OUT-YEAR PRESSURE Favorable financial performance through fiscal 2023 is in large part due to a back-loaded debt structure and the use of capital appreciation bonds. Debt service increases nearly 70% in fiscal 2024 from the prior year to over $140 million and then continues to escalate 3% annually through fiscal 2039. This large jump in debt service costs is concerning. Based on the 2013 feasibility report (the most recent forecast available), all-in DSC is projected to fall to 1.25x, with annual rate increases. In addition, annual cash flow will be inadequate to fund the system's known capital needs. Fitch is concerned about the system's practical ability to increase rates above those contemplated in the ARS to cover the shortfall in meeting basic ongoing capital expenses in 2024 and thereafter. Fitch further believes the risk of enhanced environmental requirements regarding sewer treatment and discharges is likely over the long term. To the extent these regulations translate into additional capital and/or operating expenses, system financial projections will be strained even further. COMMISSION SUPPORT FOR APPROVED RATE INCREASES IS KEY Implementation of the ARS is a key credit factor supporting the ratings on the 2013 warrants. The ARS was adopted by the County Commission (the commission) in October 2013. The October 2013 resolution enacting the ARS approved four annual rate increases of 7.89% effective on Nov. 1, 2014 and Oct. 1, 2015-2017. All rates have been adopted as outlined in the ARS through fiscal 2017. Thereafter, the October 2013 resolution provides for annual 3.49% increases beginning Oct. 1, 2018 and continuing as long as the 2013 sewer revenue warrants are outstanding. The commission retains its ability to make additional rate adjustments through the enactment of adjusting resolutions as long as the rate covenant is maintained. The adoption of the ARS is a credit positive in that it alleviates some political pressure to act on raising rates in the future. Nevertheless, Fitch remains concerned regarding the implementation of future rate increases given the political backlash that may ensue from the prolonged escalation in rates associated with the ARS. In addition, Fitch is concerned that the resulting cost of service from the ARS implementation severely limits the county's ability to increase rates beyond the level permitted by the ARS to meet expected shortfalls in capital spending needs in fiscal 2024 and thereafter through either pay-as-you-go capital or through servicing additional debt. An average sewer bill in fiscal 2016 is approximately $65 per month (based on Fitch's standard usage of 6,000 gallons), which accounts for a high 1.7% of median household income. The ARS was incorporated into the plan of adjustment, at the county's request, in order to allow the bankruptcy court to retain jurisdiction. The county believes that, as a result, the ARS will be enforceable by the court. Litigation is ongoing that challenges the bankruptcy court's authority to enforce the ARS. Fitch's ratings are based on ongoing support of the elected County Commission to enforce and uphold the ARS and the rate covenant with warrantholders. Any indication of the commission's intent to do otherwise would pressure the rating. Fitch views the ongoing community discord and legal challenges regarding the ARS as concerns to credit quality in that they could pressure future support from the commission to uphold the ARS. JERRY DAVIS: Browers Buying Santa Rosa Property for $26K -------------------------------------------------------- Jerry H. Davis asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the sale of the real property he owns known as Lots Number 9 and 10 located in Santa Rosa County, Florida, to John T. Brower, Sr. and Janet C. Brower, or their designee, for $25,500. The property is subject to a mortgage in favor of United Bank which mortgage secures a debt with an unpaid balance of approximately $3,800,000. The Debtor has received an offer to purchase the said property from the Buyers for $25,500 cash, free and clear of liens. He has agreed to accept said offer, subject to the Court's approval. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Jerry_Davis_125_Sales.pdf The Debtor is of the opinion that the proposed purchase price is fair and reasonable for that the property has been on the market for several months and the Buyer would close on the sale previously approved by the Court. From the gross sales proceeds, the Debtor proposes to pay (i) all closing costs and fees required to be paid by Seller under the terms of the Purchase Agreement, except for no commission payable to Patty Helton Davis or to PHD Realty; (ii) all ad valorem taxes required to be paid by Seller under the Purchase Agreement; and (iii) the balance to United Bank, to be applied against the debt secured by the mortgage against said property. The Debtor is of the opinion that the sale of said property under these circumstances and the use of the proceeds as described are in the best interest of all creditors. The Debtor asks the Court to enter an Order authorizing him to (i) sell the property to the Buyers or their designee, free and clear of liens, in accordance with the terms of the Purchase Agreement, except for no payment of a sales commission to Patty Helton Davis or PHD Realty; and (ii) use the proceeds of the sale as set forth. Jerry H. Davis sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-04461) on Dec. 23, 2016. The Debtor tapped Irvin Grodsky, Esq., as counsel. JORDAN BUILDERS: Plan Outline Okayed, Plan Hearing on May 25 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan of reorganization of Jordan Builders, Inc. and Mtg. at a hearing on May 25. The hearing will be held at 10:30 a.m. at Courtroom A, 4th Floor, 300 North Hogan Street, Jacksonville, Florida. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on April 13. The order required creditors to file their ballots accepting or rejecting the plan no later than 14 days before the hearing on confirmation of the plan. Objections must be filed seven days before the hearing About Jordan Builders Jordan Builders, Inc. and Mtg. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-00495), estimating less than $1 million in assets and debt. The Debtor is represented by Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP. No official committee of unsecured creditors has been appointed in the Debtor's case. KENNETH MANIS: Sale of Baxter Properties Approved ------------------------------------------------- Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Kenneth D. and Jenider N. Manis' sale of real properties in Baxter, Tennessee consisting of five unimproved lots and one house. The Debtors are authorized to sell the real properties located at the following addresses for the following minimum sale prices: (i) 130 Rachelle Place, Baxter, Tennessee for $14,600(Building Lot); (ii) 134 Rachelle Place, Baxter, Tennessee for $14,600 (Building Lot); and (iii) 795 Buffalo Valley Road, Baxter, Tennessee for $11,900 (Building Lot). Said sale will be free and clear of the interests of any lien holder; however, said lien will attach to the proceeds of the sale and will be distributed pursuant to the priority of lienholders. Putnam 1st Mercantile Bank is the lienholder of 130 and 134 Rachelle Place, Baxter, Tennessee; and 795 Buffalo Valley Road, Baxter, Tennessee. Putnam 1st Mercantile Bank believes that the sale price represents the fair market value of the properties and has agreed to release its lien on each of the Properties as long as all proceeds are applied to the loan. From the sale proceeds, the Debtors propose to pay the costs of the closing attorney, an owner's title insurance policy, the deed tax and all outstanding property taxes, the total of which is estimated to be approximately $650 per property. The Debtor has proposed the sale of the following remaining properties in Baxter, Tennessee: (i) 308 Valley Pointe for $13,300 (Building Lot); (ii) 312 Valley Pointe for $12,000 (Building Lot); and the 775 Buffalo Valley Road for $69,000 (House). No determination regarding the acceptable minimum sale prices has been made and that the hearing on the Motion to sell for the remaining properties will be continued until May 2, 2017 at 9:00 a.m. Should any creditor or party in interest have an objection, said objection should be filed by April 25, 2017. About Kenneth and Jennifer Manis Kenneth D. Manis and Jennifer N. Manis sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-00788) on Feb. 6, 2017. The Debtor tapped Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lekovitz, as counsel. KINGDOM REAL ESTATE: Lonesome Dove Tries to Block Disclosures OK ---------------------------------------------------------------- Creditor Lonesome Dove Joint Venture filed with the U.S. Bankruptcy Court for the Northern District of Texas an objection to Kingdom Real Estate Holdings & Wealth Management, LLC's first disclosure statement dated March 30, 2017, referring to the Debtor's plan of reorganization. Lonesome Dove complains that: a. the Disclosure Statement failed to disclose claims by Lonesome Dove; b. the Disclosure Statement failed to specify if credit- bidding will be allowed; c. the Disclosure Statement failed to discuss the flow easement; d. the provided bidding process is improper; e. the Disclosure Statement failed to disclose how much cash the Debtor needs; f. lack of information showing feasibility; g. the Disclosure Statement failed to disclose the speculative nature of getting the flow easement relaxed; h. the Disclosure Statement failed to identify the source of value; i. the Disclosure Statement failed to identify the source of cash; j. the Disclosure Statement failed to disclose the nature of the accounts receivable; h. the Disclosure Statement failed to accurately disclose the funding source; i. the Disclosure Statement failed to discuss claims against Jabez j. the Disclosure Statement failed to disclose the lack of operations; k. the Disclosure Statement failed to disclose the current ownership of the Debtor; l. the Disclosure Statement failed to adequately discuss alternative funding sources; m. the Disclosure Statement failed to adequately identify income sources; and n. the Disclosure Statement failed to disclose anticipated professional fees. The essence of the Debtor's Plan is to force Lonesome Dove to sell the Grapevine Property to Mr. Aflatouni for $198,000. The Debtor's Schedules reflect Lonesome Dove as an unsecured creditor with a disputed claim for $850,000. At the 341 Meeting, Mr. Aflatouni testified that he had never met or even spoken with the representative of Lonesome Dove. Both Class 4 (Lonesome Dove) and Class 5 (Jabez) hold liens on the Grapevine Property. Pursuant to the Plan, over $1 million of these claims will be treated as unsecured and fall to Class 6. In an attempt to satisfy the absolute priority requirements of Section 1129(b)(2)(B), the Plan calls for an auction of the equity in the reorganized Debtor. Creditors should know if Lonesome Dove and Jabez will be allowed to credit bid their deficiencies at this auction. The Objection is available at: http://bankrupt.com/misc/txnb16-44990-32.pdf As reported by the Troubled Company Reporter on April 17, 2017, the Debtor has filed a Chapter 11 plan of reorganization that proposes to set aside $100,000 to pay its unsecured creditors. Under the Plan, creditors holding Class 6 general unsecured claims allowed by the court will receive a monthly payment of $5,000 for 20 months. These creditors assert $1.65 million in total claims. Lonesome Dove is represented by: Mark B. French, Esq. Law Office of Mark B. French 1901 Central Drive, Suite 704 Bedford, TX 76021 Tel: (817) 268-0505 Fax: (817) 796-1396 E-mail: mark@markfrenchlaw.com About Kingdom Real Estate Holdings Kingdom Real Estate Holdings & Wealth Management, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-44990) on Dec. 30, 2016. The petition was signed by John Aflatouni, managing member. The case is assigned to Judge Russell F. Nelms. Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. LANDS' END: Moody's Cuts CFR to B3; Revises Outlook to Negative --------------------------------------------------------------- Moody's Investors Service downgraded Lands' End, Inc.'s Corporate Family Rating (CFR) to B3 from B2 and Probability of Default Rating (PDR) to B3-PD from B2-PD. Moody's also downgraded the company's senior secured term loan to B3 from B2. The company's Speculative Grade Liquidity Rating (SGL) was affirmed at SGL-1 and the outlook was changed to negative. The downgrade reflects weaker than anticipated operating performance that has resulted in credit metrics well beyond the ranges of the previously stated downgrade triggers. Moody's estimates lease adjusted debt to EBITDA for the LTM period ended January 27, 2017 at around 9.3 times with interest coverage (EBIT/Interest Expense) just below 1 time. However leverage for funded debt (excluding Moody's standard adjustments) is in excess of 12 times. LTM revenue was in line with our prior forecast (down around 6% from prior year), however EBITDA (before Moody's standard adjustments) missed our forecast by almost 50% and was below prior year by EBITDA by over 60%. Year-over-year EBITDA declines were largely driven by worsening operating margins that included an almost 3% decline in gross margin and SG&A costs that declined on a dollar basis, but were almost 2% higher as a percentage of sales. The negative outlook reflects Moody's expectation that the company will be challenged to meaningfully reverse recent trends and credit metrics in a difficult retail environment, which could drive ratings lower over the next 12-24 months. Moody's took the following rating actions: Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD $515 million ($501 million outstanding) senior secured term loan B due 2021, Downgraded to B3 (LGD4) from B2 (LGD4) Speculative Grade Liquidity Rating, Affirmed at SGL-1 Outlook, Changed to Negative from Stable RATINGS RATIONALE Lands' End's B3 CFR reflects its high leverage and weak interest coverage resulting from ongoing weak operating trends and its 2014 spin-off from Sears. The rating also reflects Moody's expectation that operating performance will continue to be pressured by a highly promotional retail environment which will weigh on credit metrics over the next 12-24 months. Lands' End presence in Sears stores is also a risk, given Sears' continuing operation struggles including store base contraction and its long-term track record of negative comparable store sales. However, with only 12% of sales generated in these shops (for fiscal 2016), Moody's believes this risk is modest for Lands' End as a whole. The rating is supported by Lands' End's very good liquidity profile that includes substantial balance sheet cash and revolver availability. In addition, the company generates approximately 86% of its revenue from its direct to consumer business, which positions it well to capitalize on the continued growth in online apparel spending. In addition, the direct to consumer business includes Lands' End's International and Outfitter business - providing corporate and school uniforms - which Moody's believes provide additional diversification. Lands' End Liquidity is very good as reflected by its SGL-1 Speculative Grade Liquidity Rating. As of January 27, 2017 the company had cash of approximately $213 million and access to an undrawn $175 million Asset-Based Revolving credit facility ("ABL") with about $155 million of borrowing availability after accounting for letters of credit. While Moody's anticipates negative free cash flow, Moody's believes the company's cash position and availability under its revolver will be more than sufficient to cover cash needs over the next 12-18 months. Moody's note, free cash flow beyond 2017 will be highly dependent on working capital fluctuations and capital spend which will be elevated in 2017 as a result of anticipated ERP and other technology investments. The ABL facility contains a springing fixed charge coverage test of 1.0x if availability were to fall below a certain threshold. Moody's does not expects the company to trigger this covenant over the next 12-18 months. The term loan has no financial maintenance covenants. The nearest debt maturity is in 2019, when its ABL expires. Alternative sources of liquidity are limited as all meaningful assets are pledged to the company's ABL and Term Loan B. The B3 rating assigned to the secured term loan reflects its second lien on the company's accounts receivable and inventory (the $175 million asset-based revolver has a first lien on these assets) and a first lien on substantially all other assets of the company. A ratings upgrade would require a reversal of recent operating trends, including a return to stable revenue and earnings growth, resulting in leverage below 6.5 times and interest coverage (EBIT/Interest Expense) sustained above 1.4 times. An upgrade would also require the company to maintain at least a good liquidity profile. Ratings could be downgraded if the company fails to stabilize revenue and earnings declines, resulting in a deterioration in the company's liquidity profile, including continued negative free cash flow or a meaningful reduction in cash or availability under the revolver. In addition, interest coverage (EBIT/Interest Expense) remaining below 1.0 times could also result in a downgrade. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in Dodgeville, Wisconsin, Lands' End Inc. is a multi-channel retailer of clothing, footwear and accessories for men, women and children with products sold through catalogs, online through websites in the US and overseas as well as through 216 Lands' End Shops at Sears and 14 standalone Lands' End stores. Revenue for the twelve month period ended January 27, 2017 was approximately $1.3 billion. LEVEL 1: Ch.11 Trustee Hires Zimmerman Kiser as Attorneys --------------------------------------------------------- Richard B. Webber II, the Chapter 11 Trustee for Level 1 Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for authority to employ Zimmerman, Kiser & Sutcliffe, P.A. as his attorneys. The Chapter 11 Trustee requires Zimmerman Kiser to: a. prepare legal documents necessary for this Court's approval for the settlement of any claim that the estate asserts; b. review certain claims and file objections due to the complicated legal issues at hand; c. attend evidentiary hearings on behalf of the bankruptcy estate; d. prepare any adversary proceeding necessary for the Trustee to perform his duties as outlined in the United States Bankruptcy Code; e. draft and file a Plan of Reorganization or Liquidation and related Disclosure Statement and for all other matters related to a Chapter 11 Confirmation Hearing and Substantial Consummation. The Debtor will compensate Zimmerman Kiser standard hourly rate of $275. Bradley J. Anderson, Esq., attorney with the law firm of Zimmerman, Kiser & Sutcliffe, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Zimmerman Kiser may be reached at: Bradley J. Anderson, Esq. Richard B. Webber II, Esq. Zimmerman, Kiser & Sutcliffe PO Box 3000 Orlando, FL 32802-3000 Phone: (407)563-4328 Facsimile: (407)425-2747 About Level 1, Inc. Level 1, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07454) on Nov. 15, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David R. McFarlin, Esq., at Fisher Rushmer, P.A. LEVEL 8 APPAREL: Exclusive Plan Filing Period Extended to July 12 ----------------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York extended Level 8 Apparel, LLC, and its affiliated Debtors' exclusive periods to: -- file a plan of reorganization through July 12, 2017, and -- solicit acceptances with respect to that plan through September 10, 2017. As previously reported by the Troubled Company Reporter, the Debtors sought exclusivity extension due to some unresolved contingencies which must be addressed before they can propose a plan of reorganization, which include the Nassau County Action and the Internal Revenue Service's claim. The Debtors related that they are defendants and cross claim defendants in an action pending in the Supreme Court of New York, Nassau County. The alleged damages for the Plaintiffs' claims and cross-claims against the Debtors in the Stuart's Action range from $8 Million (Plaintiffs' claims) to $1.2 Million (Lister Defendants' claims). Although the Debtors believed their defenses in the Nassau County Action are valid and will be sustained, the Debtors found it necessary that these claims must be liquidated prior to the formulation and submission of a plan of reorganization, especially in light of the aggregate amounts of the claims therein, which would be approximately $9.2 million. The Debtors maintained that if such claims are adjudicated in the plaintiff's and cross claimant's favors, it would drastically alter the proposed payout to unsecured creditors in any plan -- as those amounts would comprise approximately five times the next largest unsecured creditor, Weihei Textile, who holds a claim of approximately $1.9 million. In addition, the IRS had filed an amended proof of claim in the Debtors case, asserting a secured claim of $422,259 and an unsecured claim of $12,346. However, on March 3, 2017, counsel for the Debtor received a phone call from a Ms. B. Fisher of the IRS who stated that there were additional taxes, interest and penalties that were due to the IRS over and above the aforementioned amounts set forth in the IRS's proof of claim. Ms. Fisher forwarded documents to the Debtors' counsel that do not appear to reflect additional tax liabilities, but rather duplicate the liabilities reflected in the proof of claim. Counsel for the Debtors had since conferred with the IRS' counsel in this case, AUSA Sharanya Mohan, and the parties are in the process of resolving this matter. About Level 8 Apparel Level 8 Apparel LLC is an outerwear design, import/manufacturing company that produces, among other things, men's and women's outerwear garments. It holds licenses to produce and sell Elie Tahari men's outerwear, Tahari men's outerwear, and On Five men's and women's apparel and outerwear. It also has a private label division, which produces apparel for large vertical retailers such as Costco, Express, Urban Outfitters, Lane Bryant, and others. Its principal place of business is located at 250 West 39th Street, Suite 502, New York, NY. Level 8 Apparel LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13164) on Nov. 14, 2016. The petition was signed by Frank Spadaro, president. The case is assigned to Judge James L. Garrity Jr. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor is represented by Steven Soulios, Esq., Ruta Soulios Stratis LLP. No trustee or examiner or statutory committee has been appointed in the Chapter 11 case. LUCKY # 5409: Wants to Move Plan Filing Deadline to August 8 ------------------------------------------------------------ Lucky # 5409, Inc. and its affiliated Debtors ask the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive periods to file and confirm Chapter 11 plans of reorganization to and including August 8, 2017 and October 6, 2017, respectively. The Court has previously extended the deadlines for the Debtors to file and confirm a Chapter 11 plan to May 8, 2017 and July 6, 2017, respectively. Now, the Debtors require further extension of their exclusivity periods in order to allow for the resolution of their litigation with IHOP Restaurants LLC in a related adversary proceeding (Adv. No. 16-00547). The Debtors assert that the outcome of the adversary proceeding between the Debtors and IHOP Restaurants directly affects the substance of the Debtor's Chapter 11 plan. As such, the Debtors cannot file and confirm a Chapter 11 plan until the adversary case is resolved. The Debtors submit that IHOP Restaurants LLC has agreed to the requested exclusivity extension. A hearing on the Debtor's Motion will be held on May 4, 2017 at 10:00 a.m. About Lucky # 5409 Azhar Chaudhry is an individual and franchisee of an International House of Pancakes restaurant located at 7240 W. 79th Street, Bridgeview, Illinois 60455 (IHOP-Bridgeview). IHOP-Bridgeview is operated through the corporate entity, Lucky # 5409, Inc. Chaudhry is the sole shareholder and president of Lucky. IHOP Bridgeview's day-to-day operations are run by the restaurant's manager, Ron Matin. Lucky # 5409, Inc. and Azhar Chaudhry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-16264 and 16-16273) on May 13, 2016. The cases are jointly administered under Case No. 16-16264. The petitions were signed by Azhar M. Chaudhry, president. The Debtors estimated assets at $500,001 to $1 million and liabilities at $100,001 to $500,000 at the time of the filing. The Debtors are represented by Kevin H. Morse, Esq., at Arnstein & Lehr LLP. The Debtor hired Tax Consulting Inc. as accountant. MACIEJ PAINT: Wants to Use Premier Bank Cash Until Aug. 31 ---------------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota will convene a hearing on May 10, 2017 at 9:30 a.m. to consider the use by Maciej Paint Corp., doing business as Industrial Painting Specialists, Inc., of the cash collateral of Premier Bank on an interim basis from May 21, 2017 to Aug. 31, 2017. Objections, if any, must be filed on May 5, 2017. The Debtor operates a painting shop. It has been in business for 20 years. Prebankruptcy assets consist of cash, accounts receivable, office equipment, industrial equipment and inventory. The only creditor with an interest in cash collateral is Premier Bank. The Debtor's cash needs are set forth on the verified Rule 4001-2 Statement. It needs to use cash collateral to meet its ordinary expenses as estimated in the cash flow analysis, and will suffer immediate and irreparable harm if it is unable to use cash collateral. The Debtor's cash flow projections reflect these monthly expenses from May 01, 2017 through Aug. 31, 2017: Month Ending Total Expenses ------------ -------------- May 31, 2017 $173,068 June 30, 2017 $206,568 July 31, 2017 $173,068 Aug. 31, 2017 $173,068 The value of the Debtor's assets will not materially increase or decrease over the period in which it seeks to use cash collateral. The Debtor believes it will enter into a further cash collateral Stipulation with Premier Bank which will provide adequate protection to Premier Bank. The Debtor and Premier Bank filed a Stipulation for the Use of Cash Collateral and the Court conducted another hearing on the Debtor's Motion on Feb. 8, 2017 and entered an Order to approve the Motion and the Stipulation between the Debtor and Premier Bank. The Stipulation between the Debtor and Premier Bank expires May 20, 2017. The Debtor needs the ongoing use of cash to operate its business from May 21, 2017 to Aug. 31, 2017. The Debtor may enter into an extension of the Stipulation with Premier Bank. The parties are discussing a Stipulation but as of the date of the filing of the Motion no agreement has been reached. In the event a stipulation is reached prior to the hearing, the Debtor will ask approval of the stipulation without further notice or hearing and give notice to all interested parties. The Debtor tenders the following as adequate protection of the interest of the Secured Creditor: (i) the Debtor will use cash to pay ordinary and necessary expenses and administrative expenses for the items and in the amounts as estimated in Rule 4001-2 Statement. Its actual use of funds will not vary materially from the terms set forth in said Rule 4001-2 Statement; (ii) the Debtor will grant Premier Bank a replacement lien, to the extent of the Debtor's use of cash collateral, in all post-petition in the same type of lien of Premier Bank in pre-petition assets including post-petition cash, cash equivalent income, issues, profits, rents, accounts receivable, instruments, contract rights, deposit accounts, books and records, inventory, receivables and equipment; and (iii) the Debtor will carry insurance on its assets. The Debtor will continue to pay $11,463 per month to Premier Bank. The Debtor asks the Court for an Order (i) authorizing the use of Premier Bank's Cash Collateral; (ii) approving adequate protection; and (iii) granting such other relief the Court deems just and proper. A copy of the Debtor's cash flow projections attached to the Motion is available for free at: http://bankrupt.com/misc/mnb17-30094_53_Cash_Maciej_Paint.pdf Maciej Paint Corporation, d/b/a Industrial Painting Specialist, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.MN. Case No. 17-30094) on Jan. 13, 2017. The petition was signed by Carol Maciej, president. The Debtor is represented by Steven B. Nosek, Esq., at the Law Office of Steven B. Nosek, PA. The case is assigned to Judge Katherine A. Constantine. At the time of the filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. MAHOPAC FARMS: Taps Goldberg Weprin as Legal Counsel ---------------------------------------------------- Mahopac Farms LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel. The Debtor proposes to hire Goldberg Weprin Finkel Goldstein LLP to give legal advice regarding its responsibilities under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Partners $550 Associates $250 - $425 Paralegals $90 - $120 Goldberg received a retainer in the amount of $10,000 prior to the Debtor's bankruptcy filing. Kevin Nash, Esq., disclosed in a court filing that his firm does not represent any creditor and is "sufficiently disinterested" to serve as the Debtor's legal counsel. The firm can be reached through: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway New York, NY 10036 Tel: (212)-301-6943 Fax: (212)-422-6836 Email: Tdonovan@gwfglaw.com Email: knash@gwflglaw.com About Mahopac Farms LLC Mahopac Farms LLC operates the 24,000 square-foot Key Food supermarket located at the Lake Plaza Shopping Center in Mahopac, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40678) on February 16, 2017. The petition was signed by Mike Hassen, manager. The case is assigned to Judge Elizabeth S. Stong. At the time of the filing, the Debtor disclosed $1.84 million in assets and $809,036 in liabilities. MARBLES HOLDINGS: CPO Files Report on Sale of PII ------------------------------------------------- Elise S. Frejka, the Consumer Privacy Ombudsman, appointed for Marbles Holdings, LLC, et al., has filed a Report with the U.S. Bankruptcy Court for the Northern District of Illinois regarding the proposed sale of personally identifiable information (PII) of the Debtors' consumers to Spin Master, Ltd. The Ombudsman believes that the recommendations in the Report, if incorporated in any order approving the Sale, strike an appropriate balance between the privacy rights of the consumers and practical considerations associated with the sale of the Individual Customer Information. Moreover, the Ombudsman said the consumer information collected by the Debtors is not of a sensitive nature because most of the information is available from public sources. The Ombudsman noted that the Debtors are not seeking authority to sell financial information or credit or debit card numbers, which minimizes any risk of identity theft associated with the Sale. In the Ombudsman's opinion, the PII at issue does not rise to the level of requiring affirmative opt-in consent to the Sale. However, the Report stated that the scope of the PII to be transferred should be limited to only those consumers who opted in to the receiving marketing materials. A full-text copy of the CPO Report is available for free at: http://bankrupt.com/misc/ilnb17-03309-248.pdf About Marbles Holdings Marbles LLC is a privately-held company engaged in the development, curating, wholesaling and retail sale of unique brain-stimulating games, puzzles, software, and books. Its principal place of business and principal office are located at 1918 North Mendell Street, Chicago, Illinois. Marbles Holdings, LLC, along with Marbles LLC and Marbles Brain Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 17-03309) on Feb. 3, 2017. Adelman & Gettleman LTD. serves as bankruptcy counsel, while Garden City Group LLC acts as noticing, claims and solicitation agent. The Debtors have also tapped Hilco IP Services LLC dba Hilco Streambank to help monetize its intellectual property, and Gordon Brothers Retail Partners, LLC in connection with the store closing sales at its retail stores. At the time of the filing, Marbles Holdings and Marbles LLC estimated assets of $1 million to $10 million and liabilities of $10 to $50 million. Marbles Brain Workshop estimated assets of less than $500,000 and liabilities of less than $50,000. On February 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP and Freeborn & Peters LLP serve as lead counsel and local counsel to the committee, respectively. Berkeley Research Group, LLC is the financial advisor. No trustee or examiner has been appointed. MASONITE INTERNATIONAL: Moody's Ups Corporate Family Rating to Ba2 ------------------------------------------------------------------ Moody's Investors Service upgraded Masonite International Corporation's Corporate Family Rating to Ba2 from Ba3 and Probability of Default Rating to Ba2-PD from Ba3-PD. Concurrently, Moody's upgraded the rating on the company's $475 million 5.625% senior unsecured notes to Ba3 from B1 and its Speculative-Grade Liquidity (SGL) Rating to SGL-1 from SGL-2. The rating outlook was changed to positive from stable. The upgrade of the Corporate Family Rating to Ba2 reflects strong and improved operating performance as well as Masonite's conservative financial policy and prudent balance sheet management. Moreover, the rating reflects that Moody's expects further strengthening of the company's credit metrics over the next two years as Masonite is not anticipated to divert from its current operating strategy and financial policy. Over the next 12 to 18 months, Moody's projects Masonite's debt to EBITDA to remain below 2.0x, EBITA to interest expense to be greater than 6.0x, and EBITA margins to reach 11.0%. All of these metrics will be strong for the Ba2 rating category. Moody's expects operating performance to continue to benefit from Masonite's focus on investing in its infrastructure, digital capabilities, and transforming its ability to interface with customers. In addition, Masonite's ability to be the trend-setter in its industry, both in technology and door design, is expected to continue to provide a boost to its revenues above the average industry growth rate. The company has been able to execute most of these initiatives over the last couple of years with no new debt capital, resulting in rapidly improving financial results and key credit metrics that warrant the upgrade with a positive outlook. The following rating actions were taken: Corporate Family Rating, upgraded to Ba2 from Ba3; Probability of Default Rating, upgraded to Ba2-PD from Ba3-PD; $475 million 5.625% senior unsecured notes due 2023, upgraded to Ba3 (LGD4) from B1 (LGD4); Speculative-Grade Liquidity Rating, upgraded to SGL-1 from SGL-2; The rating outlook was changed to positive from stable. RATINGS RATIONALE Masonite's Ba2 Corporate Family Rating is supported by its conservative financial policy, strong balance sheet, and good credit metrics that continue to improve. Debt to EBITDA was 2.4x at the end of 2016 and Moody's projects this figure to decline below 2.0x over the next 12 to 18 months. The company has taken a prudent approach to debt this economic cycle with only $475 million of unadjusted debt on its balance sheet in the form of an unsecured note and EBITA interest coverage that Moody's projects to exceed 6.0x in the next 18 months. The rating is further supported by Masonite's strong market position as one of only two vertically integrated interior molded door manufacturers in North America. Its strong competitive position has and will continue to benefit from innovative uses of technology, a customer-focused operating model, and trend-setting products. Masonite has significantly improved profitability over the past several years, with EBITA margins of 9.3% at the end of 2016 up from 2.0% in 2012, and Moody's expects further expansion to 11.0% by 2018 as the company uses automation and facility redesigns to drive efficiency by reducing labor cost and maximizing economies of scale. The rating also considers Masonite's globally diversified sales, 35% of which come outside of the United States, and growing free cash flow generation. Moody's projects Masonite to generate over $300 million of free cash flow in fiscal 2017 and 2018 combined. At the same time, the Ba2 rating considers Masonite's cyclical end markets. It derives 40% of its revenues from residential new construction, 45% from repair and remodeling, and 15% from architectural (commercial) construction. Downturns in the construction sector have been very pronounced in the past, however, in the short term this risk is mitigated by a continued recovery in US single family home construction and to a lesser extent, repair and remodeling. Additionally, the rating considers Masonite's historically active acquisition strategy. While the company will prioritize organic investment in using its free cash flow, Moody's expects it to also devote some to bolt-on acquisitions as well as for returns to shareholders. The company's Speculative-Grade Liquidity ("SGL") Rating of SGL-1 reflects Moody's expectations that the company's liquidity profile will remain very good over the next 12 months. The SGL rating takes into consideration internal liquidity, external liquidity, covenant compliance and alternate sources of liquidity. Moody's projects the company to be able to cover all working capital and maintenance CAPEX from its funds from operations in each quarter in 2017, generating over $150 million of free cash flow. Its liquidity position is supported by its existing $72 million cash balance at year end 2016 and from a lack of debt maturities until its notes mature in 2023. Masonite's SGL rating is also supported by its $150 million asset-based revolver expiring in April 2020 that had no outstanding borrowings at the end of 2016. The revolver is subject to borrowing base limitations however, and had $130 million available for borrowing at year end. The facility is secured by a first lien on the US and Canadian accounts receivables and inventory, excluding any receivables the company borrows against via its accounts receivables sales facility. The principal covenant in the bank credit agreement is a springing fixed charge coverage test of 1.0x that is tested if the revolver's availability falls below $10 million. Moody's does not expects this to be tested but if it were, Masonite would be comfortably in compliance with a fixed charge ratio of 4.9x at the end of 2016. Masonite's debt capital structure is largely unsecured, giving the company alternative liquidity options should they become necessary. The positive outlook reflects Moody's expectations that Masonite will continue to improve profitability while maintaining its strong liquidity profile and low debt leverage as it benefits from end market growth and its operational improvements. The company's ratings could be upgraded if the company's sales grow past $2 billion, tangible equity increases above $500 million and gross margins expand above 24%. Furthermore, the ratings upgrade would require the company to maintain its conservative financial policy, including maintaining debt to EBITDA below 3x, limiting shareholder returns, prioritizing cash flow for internal use, and avoiding large debt funded acquisitions. Ratings could be downgraded if: 1) Masonite's debt to EBITDA increases and is sustained above 3x and EBITA to interest expense falls below 4x; 2) the company engages in substantial debt funded acquisitions and/or shareholder friendly transactions that alter the company's capital structure, financial policy, and/or operating strategy; 3) the company's profitability and liquidity deteriorate. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Masonite International Corporation is one of the largest manufacturers of doors in the world. It offers interior and exterior doors for both residential and commercial end uses. Revenues for 12 months ended January 1, 2017 totaled almost $2.0 billion. MENCO PACIFIC: Sale of 14 Vehicles to CarMax Approved ----------------------------------------------------- Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central District of California authorized Menco Pacific, Inc.'s sale of 14 vehicles to CarMax. A hearing on the Motion was held on April 7, 2017, at 9:30 a.m. The vehicles being sold are: (i) Chevrolet Silverado 1500 4D Extended Cab, VIN 1GCRCPE0XBZ382469; (ii) 2011-Chevrolet Silverado 1500 4D Extended Cab, VIN 1GCRCPE01BZ208497; (iii) 2011-Chevrolet Silverado 2500 4D Extended Cab , VIN 1GC2CVCG9BZ466238; (iv) 2011-Chevrolet Silverado 2500 4D Extended Cab, VIN 1GC2CVCG0BZ457380; (v) 2012-Chevrolet Equinox 4D Sport Utility LS, VIN 2GNALBEK7C6337303; (vi) 2012-Chevrolet Silverado 2500 4D Extended Cab, VIN 1GC2CVCGXCZ274134; (vii) 2012-Chevrolet Silverado 2500 4D Extended Cab, VIN 1GC2CXCG7CZ336620; (viii) 2013-Chevrolet Silverado 2500 4D Extended Cab, VIN 1GC2CVCGXDZ242365; (ix) 2013-Chevrolet Silverado 1500 4D Extended Cab, VIN 1GCRCPEA5DZ159364; (x) 2011-Chevrolet Silverado 2500 4D Extended Cab, VIN 1GC2CVCG0BZ465429; (xi) 2013-Chevrolet Silverado 1500 4D Extended Cab, VIN 1GCRCREA4DZ130174; (xii) 2013-Chevrolet Silverado 2500 4D Extended Cab, VIN 1GC2CVCG7DZ260287; (xiii) 2012-Jeep Grand Cherokee SRT8 Sport Utility 4D, VIN 1C4RJFDJ2CC111789; and (xiv) 2012-Trailer, VIN 4RACS1218CK047656. The sale is free and clear of any and all liens, claims, encumbrances and interests affecting the Vehicles, including free and clear of any and all writs of attachment in favor of Jon Blumenthal issued by the Superior Court of California, County of San Diego, in case number 37-2015-00038113-CUBC-CTL. The Debtor is authorized to expend up to $2,500 of the sale proceeds for transportation of the Vehicles to CarMax with the remaining sale proceeds to be placed in a segregated cash collateral account with no disbursement until further Court Order. Other than the Transportation Costs, any and all liens, claims and encumbrances affecting the Vehicles will attach to the proceeds realized from the sale thereof with the same priority, validity and effect as those liens, claims and encumbrances had immediately prior to the filing date of these chapter 11 proceedings. The automatic stay provisions of 11 U.S.C. Section are modified to the extent necessary to permit the consummation of the transactions contained in the Order. About Menco Pacific Menco Pacific, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-12791) on Sept. 26, 2016. The petition was signed by Oscar Ruben Mendoza, president. The case is assigned to Hon. Maureen Tighe. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. MICHAEL D. COHEN: Appeal Delays Plan Filing Until January 2018 -------------------------------------------------------------- Michael D. Cohen, M.D., P.A. and Michael David Cohen and Shari Lee Cohen seek from the U.S. Bankruptcy Court for the District of Maryland an extension of their exclusive plan filing period and their exclusive plan solicitation period through and including January 31, 2018, and February 26, 2018, respectively. The Debtors claim that their cases are inextricably intertwined, considering that the main creditors of the Cohens also are creditors of Michael D. Cohen, M.D., P.A., and the Cohens cannot reorganize their financial affairs without Dr. Cohen's income from Michael D. Cohen, M.D., P.A. The Debtors therefore anticipate filing a joint Chapter 11 plan of reorganization at the appropriate time. The Debtors relate that the need for bankruptcy relief arose from enforcement of a judgment obtained in a suit filed in 2012 against the Debtors in the Circuit Court for Baltimore County, by Dawn Richardson, a former non-physician employee. Ms. Richardson claimed ownership and lost profits in a company known as Skin, Inc. The Debtors further relate that in May 2016, the Circuit Court entered a judgment against the Debtors for $1,275,000. Subsequently, on September 9, 2016, the Debtors filed a notice of appeal, and relief from the automatic stay has been granted by the Bankruptcy Court for the limited purpose of permitting the prosecution of the Appeal to proceed in the Maryland Court of Special Appeals. The Debtors submits that the briefs are already in the process of being filed in the Appeal, and oral argument is scheduled for October 2017. The appellate counsel for the Debtors expects that a decision may be rendered in or about January 2018. Accordingly, the Debtors need to have the Exclusive Periods extended until the Appeal is decided by the Maryland Court of Special Appeals because the outcome of the Appeal will significantly impact the requirements of a Chapter 11 plan. The Debtors also need additional time to continue its efforts to improve the financial performance of the medical practice. About Michael D. Cohen, M.D., P.A. Based in Maryland, Michael D. Cohen, M.D., P.A. d/b/a Cosmetic Surgery Center of Maryland d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Debtors cases are jointly administered under (Bankr. D. Md. Case No. 16-22231). The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MIDWEST ASPHALT: Wants Exclusivity Period Extended By 120 Days -------------------------------------------------------------- Midwest Asphalt Corporation asks the U.S. Bankruptcy Court for the District of Minnesota for a 120-day extension to the deadline for the Debtor to file a plan for reorganization. The Debtor's Plan exclusivity period is set to expire May 12, 2017, absent an extension. The Court will hold a hearing on the Debtor's request at 10:00 a.m. on May 10, 2017. The Debtor says that the size and complexity of its case warrants extra time to work through and address the various issues involved. An extension will grant all parties the opportunity to gain critical information regarding the Debtor's performance through its busy season, negotiate with creditors, find financing (if needed), and put forth a confirmable plan. The Debtor as a construction contractor with tens of millions of dollars in gross annual sales has presented the Court with novel legal issues resulting in multiple hearings and memoranda exploring the issues. The aggressive involvement of a key creditor has also increased the complexity of the case and taxed the resources of the Debtor. The primary secured creditor Callidus Capital has objected to nearly every single motion sought by the Debtor. The actively adversarial nature of this case has resulted in numerous hearings for individual motions and sub-motions. Callidus Capital has insisted on exercising, if not exceeding, the limits of authority granted by the Court to examine the Debtor. As the Debtor has expressed in prior motions, Callidus Capital has overwhelmed the Debtor with onerous requests for information and clarifications -- including hours of depositions and daily on-site visits. Responding to the every whim of Callidus Capital has taxed the Debtor's limited resources. The Debtor's role as a construction contractor brings the complicating issue of mechanics liens into the bankruptcy context. This has resulted in multiple hearings on payment of prepetition claims, requiring exploration of novel legal issues and extensive financial documentation. The seasonality of the Debtor's business has also complicated the cash collateral issue by resulting in demand for extensive financial projections and monitoring. The Debtor is now entering its busy season, and the ability for the Debtor to successfully reorganize is dependent upon a successful busy season. The Debtor tells the Court that extending the Exclusivity Period through the Debtor's busy period will clarify the Debtor's actual performance during this critical period and permit all parties to consider a plan for reorganization with a better understanding of the relevant financial factors. The Debtor has made good faith progress towards reorganization (arranging DIP financing, making personnel changes, and shoring up customer and vendor relationships), has been paying bills as they become due, and has not made any previous requests for extension. The Debtor assures the Court that it has made significant progress towards reorganization. However, the Debtor cannot reasonably prepare a plan for reorganization under the circumstances by May 12, 2017. Presentation of alternate plans by other parties would further undermine the already fragile relationships upon which the Debtor's successful reorganization relies. The motion for Exclusive Period extension was filed by the Debtor's counsel: Thomas J. Flynn, Esq. Alexander J. Beeby, Esq. LARKIN HOFFMAN DALY & LINDGREN LTD. 8300 Norman Center Drive, Suite 1000 Minneapolis, Minnesota 55437-1060 Tel: (952) 835-3800 E-mail: tflynn@larkinhoffman.com abeeby@larkinhoffman.com 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. MILLER MARINE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Miller Marine Yacht Service, Inc., as of April 28, according to a court docket. About Miller Marine Yacht Services Miller Marine Yacht Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-50113) on March 31, 2017. The petition was signed by Willian M. Miller, president. The Debtor disclosed total assets of $3.3 million and total liabilities of $2.03 million. The Hon. Karen K. Specie presides over the case. The Debtor is represented by Charles M. Wynn, Esq. at Charles M. Wynn Law Offices, PA. MOLYCORP MINERALS: ERP-led Auction of All U.S. Assets on June 14 ---------------------------------------------------------------- Paul E. Harner, Trustee of Molycorp Minerals, LLC and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with sale of Minerals Debtors' assets within the United States to ERP Strategic Minerals, LLC for $1,200,000. A hearing on the Motion is set for May 15, 2017 at 10:00 a.m. (ET). Objection deadline is May 8, 2017 at 4:00 p.m. (ET). The Sale Hearing is set for June 23, 2017 at 2:00 p.m. (ET). The principal assets of the Minerals Debtors are surface rights and certain mineral rights to a rare earth minerals mine and a rare earth extraction facility located in San Bernardino County, California ("Mountain Pass Mine"). The Mountain Pass Mine was devoted to extracting rare earth minerals and producing rare earth concentrates, rare earth oxides and SorbX and PhosFIX, a line of proprietary rare earth-based water treatment products. The products generated by the Minerals Debtors were used in oil refinery catalyst, automotive, water purification and hybrid and electric vehicle applications. During these chapter 11 cases, the Mountain Pass Mine was transitioned into a state of care and maintenance pursuant to a limited operations plan required by the Minerals Debtors and 15 of their affiliates ("Plan Debtors")'s postpetition financing facility. The Trustee was appointed in these cases and charged with one primary task: to actively pursue a sale of the assets of the Minerals Debtors associated with the rare earth minerals mine and processing facility ("Processing Facility") located in the Mountain Pass Mine in order (a) to maximize the value of the Minerals Debtors' estates for the benefit of all creditors, and (b) to achieve, if possible, maintenance of the Mountain Pass Mine as a going concern, to avoid triggering substantial environmental reclamation and remediation obligations. Nevertheless, following a comprehensive sales and marketing processes overseen by the Trustee, the Trustee has reached agreement with the Stalking Horse Bidder to acquire substantially all of the assets of the Minerals Debtors associated with the Mountain Pass Mine, and to assume substantially all of the environmental obligations and liabilities without any contingencies associated with acquisition by the Stalking Horse Bidder of the Oaktree Equipment or the Mineral Rights. It is the understanding of the Trustee, however, that the Stalking Horse Bidder is in active discussions to acquire the balance of the equipment associated with the Processing Facility, owned by OCM MLYCo CTB Ltd. and leased to the Minerals Debtors ("Oaktree Equipment"); and believes it can operate the Processing Facility without the Mineral Rights, if that ultimately proves necessary. The relevant dates and proposed deadlines in connection with the Bidding Procedures and Sale are: a. May 8, 2017 at 4:00 p.m. - Deadline for objections to the Bidding Procedures; b. May 15, 2017 at 10:00 a.m. (ET) - Bidding Procedures Hearing; c. May 19, 2017 - Proposed deadline for filing and service of the Assumption and Assignment Notice; and Date of publication of the notice of Auction; d. May 29, 2017 at 4:00 p.m. - Deadline for filing objections to the assumption and assignment of executory contracts and unexpired leases and proposed cure amounts, except as to adequate assurance of future performance; e. June 9, 2017 at 4:00 p.m. - Deadline for filing objections to the Sale; and Deadline for filing objections to the proposed assumption and assignment of executory contracts and unexpired leases on adequate assurance grounds; f. June 12, 2017 at 5:00 p.m. - Deadline for submitting Qualified Bids due with good faith Deposit, proof of financial ability to pay and mark-up of the Purchase Agreement; g. June 14, 2017 - Auction to take place at the Philadelphia offices of Ballard Spahr LLP; h. June 19, 2017 at 4:00 p.m. - Deadline to submit supplemental objections based solely on issues arising from the Auction; i. June 21, 2017 at 4:00 p.m. - Deadline for Trustee to file replies to objections; j. June 23, 2017 at 2:00 p.m. - Sale Hearing; and k. July 6, 2017 - Proposed Closing Date. The Trustee's sale process is being managed by Batuta Capital Advisors, LLC. Batuta's strategy was to conduct a focused marketing effort to identify parties best suited to serve as a stalking horse bidder in connection with a project of this type. It is through these efforts that Batuta has identified the Stalking Horse Bidder as a potential purchaser. Following initial negotiations, the Minerals Debtors and the Stalking Horse Bidder have executed an Asset Purchase Agreement. The salient terms of the Purchase Agreement are: a. Purchaser: The Stalking Horse Bidder/Purchaser b. Sellers: The Trustee, on behalf of the Minerals Debtors c. Purchased Assets: The Purchaser will acquire from the Minerals Debtors all of the Purchased Assets d. Assumed Liabilities: the Purchaser will assume the following liabilities and obligations of the Minerals Debtors: (i) all Liabilities arising and accruing on or after the Closing from the ownership or operation of the Purchased Assets by Purchaser; (ii) all Liabilities of the Debtors under the Purchased Contracts; (iii) all Environmental Liabilities, except for Excluded Pre-Closing Fines; (iv) all Mining Liabilities, except for Excluded PreClosing Fines; (v) any Transfer Taxes; and (vi) all Liabilities to the extent specifically listed on a schedule to the Purchase Agreement. e. Purchase Price: $1,200,000, in cash, plus the assumption of the Assumed Liabilities f. Deposit: $500,000 g. Liens and Encumbrances: Free and clear of all liens and and Excluded Liabilities h. "As Is, Where Is" Transaction: The Sale will be on an "as is, where is" basis and the Purchaser acknowledges and agrees that the Trustee is not making any representations or warranties whatsoever, express or implied. i. Expense Reimbursement: Not to exceed $150,000 j. Expenses: Each of the Trustee and Purchaser will bear its own expenses incurred in connection with the negotiation and execution of the Agreement and the Transaction Documents and the consummation of the Transaction and all proceedings incident thereto. k. Closing Date: No later than five business days following the satisfaction or waiver of the conditions to Closing The salient terms of bidding procedures proposed by the Plan Debtors and approved by the Court in connection with the Purchase Agreement are: a. Bid Deadline: June 12, 2017 at 5:00 p.m. (ET) b. Good Faith Deposit: 10% of the proposed purchase price c. Auction: June 14, 2017 at 10:00 a.m. (ET) at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, Pennsylvania d. Minimum Overbid: The bidding will start at the purchase price, plus the Expense Reimbursement for the Stalking Horse Bidder, plus $50,000, and other terms proposed in the Baseline Bid, and will proceed thereafter in increments of $50,000. e. "As Is, Where Is": The Sale will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description by the Trustee, the Minerals Debtors, their agents or the bankruptcy estates. A copy of the Purchase Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Molycorp_Minerals_253_Sales.pdf The Trustee believes that the Bidding Procedures are appropriately tailored to ensure that the bidding process is fair and reasonable and will yield the maximum value for the Minerals Debtors' estates and creditors. Accordingly, the Trustee believes the Court should approve the Bidding Procedures. As part of the Bidding Procedures Order, the Trustee is also asking authority to enter, if applicable, into the Purchase Agreement and to pay the Expense Reimbursement to such Stalking Horse Bidder. The Expense Reimbursement is designed to compensate the Stalking Horse Bidder for the substantial investment of time and a significant commitment of resources necessary to negotiate and prepare the Transaction Documents, the Motion, the Bidding Procedures Order, and the Sale Order. As part of the Sale, the Debtors may assume and assign certain of their executory contracts and unexpired leases to one or more Purchasers. The deadline for objecting to the assumption and assignment of the applicable Assumed and Assigned Agreement will be no less than one day prior to the Sale Hearing. The Trustee submits that the Assumption and Assignment Notice provides adequate notice of the proposed assumption and assignment of counterparties' contracts and/or leases and should be approved. The Trustee has a sound business justification for the Sale of the Purchased Assets. Not only is the proposed Sale the best method of maximizing the recovery for the creditors, it may be the only means for those creditors to obtain a cash distribution in these cases. The fairness and reasonableness of the consideration to be paid by the Successful Bidder will be demonstrated by adequate "market exposure" and an open and fair auction process—the best means for establishing whether a fair and reasonable price is being paid. Accordingly, the Trustee asks the Court to approve the relief requested, and grant such other and further relief as the Court deems proper. The Purchaser can be reached at: ERP STRATEGIC MINERALS, LLC 15 Appledore Lane Natural Bridge, VA 24578 Attn: Thomas M. Clarke E-mail: tom.clarke@kissito.org The Purchaser is represented by: Oscar N. Pinkas, Esq. DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 E-mail: oscar.pinkas@dentons.com About Molycorp Inc. and Molycorp Minerals Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent are earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp retained investment banking firm Miller Buckfire & Co. and financial advisory firm AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP served as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. The Creditors Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as attorneys. On Nov. 9, the U.S. Trustee disbanded the committee following the resignation of committee members Wilmington Savings Fund Society FSB, MP Environmental Services Inc., Computershare Trust Company of Canada, Veolia Water North America Operating Services LLC, Delaware Trust Company, Wazee Street Capital Management, Plymouth Lane Partners (Master) LP, and United Steelworkers. * * * Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware on April 8, 2016, issued a findings of fact, conclusions of law, and order confirming the Fourth Amended Joint Plan of Reorganization of Molycorp, Inc., and its debtor affiliates. On April 13, 2016, Judge Sontchi directed the appointment of a Chapter 11 trustee to oversee the operations of Industrial Minerals LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF Speedwagon Inc. Each of the bankruptcy cases of the companies are no longer jointly administered with Molycorp's case under Case No. 15-11357. On May 2, 2016, the Court entered an order in the Molycorp Minerals Debtors' cases approving the appointment of Paul E. Harner as chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy estates. On Aug. 31, 2016, Molycorp reported that its confirmed Fourth Joint Amended Plan became effective as of that date. Molycorp emerged from Chapter 11 protection as a newly reorganized business, now known as Neo Performance Materials. N-STYLE PERSPECTIVE: Taps Donahoe & Young as Legal Counsel ---------------------------------------------------------- N-Style Perspective, 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 Donahoe & Young LLP to, among other things, assist in negotiating transactions affecting property of its bankruptcy estate, and assist in the preparation and implementation of a bankruptcy plan. The firm will charge $500 per hour for the services of its senior partners; $375 per hour for junior partners; $300 per hour for associate or consultant attorneys; $100 to $150 per hour for law clerks and paralegals; and $60 per hour for non-attorney legal assistants. As of April 25, Donahoe received a total of $8,000 as retainer. The firm will receive an additional payment of $2,000, according to its agreement with the Debtor. Mark Young, Esq., at Donahoe, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Mark T. Young, Esq. Taylor F. Williams, Esq. Donahoe & Young LLP 25152 Springfield Court, Suite 345 Valencia, CA 91355-1081 Tel: 661.259.9000 Fax: 661.554.7088 Email: myoung@donahoeyoung.com Email: twilliams@donahoeyoung.com About N-Style Perspective Inc. Based in Valencia, California, N-Style Perspective Inc. designs and produces graphics for motorsports vehicles. N-Style sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14020) on April 1, 2017. The petition was signed by Robert A. Healy, president. The case is assigned to Judge Barry Russell. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. NEW YORK CRANE: Committee Taps Dominion Aircraft as Broker ---------------------------------------------------------- The official committee of unsecured creditors of New York Crane & Equipment Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire a broker. The committee proposes to hire Dominion Aircraft, Inc. in connection with the sale of an aircraft owned by LJ Ventures LLC. As compensation, the firm will get 5% of the gross sales price to be paid at closing, and will receive reimbursement for work-related expenses. The term of the employment agreement will be for a period of three months, and can be extended for another month until terminated by either Dominion Aircraft or the committee, or until the aircraft is sold. Dominion Aircraft President Oreste Scioscia, Sr. 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: Oreste V. Scioscia, Sr. Dominion Aircraft, Inc. 815 7th Street McKees Rocks, PA 15136 Tel: 412-331-4969 Mobile: 412-996-9990 Fax: 412-771-7027 Email: rusty@airview.com About New York Crane New York Crane & Equipment Corp., J.F. Lomma Inc. (De.), J.F. Lomma Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 16-40043) on Jan. 6, 2016. The corporate Debtors operate crane, trucking and rigging companies doing business in New York City and other parts of the country. The petitions were signed by James F. Lomma as president. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Judge Carla E. Craig presides over the cases. The Debtors have hired Goldberg Weprin Finkel Goldstein LLP as their counsel; LaMonica Herbst & Maniscalco, LLP as special counsel; Robert L. Friedbauer CPA PC as accountant; Marcum LLP as financial advisor; and Pro Star Pilatus Center LLC as Broker in relation to an Aircraft Remarketing Agreement. James Lomma is the president and sole shareholder of the corporate Debtors. The Debtors employ LaMonica Herbst & Maniscalco, LLP as special litigation and conflicts counsel to James F. Lomma. On February 12, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Togut, Segal & Segal LLP as its counsel. On December 9, 2016, the Debtors filed an amended disclosure statement, which explains their proposed Chapter 11 plan of reorganization. The plan proposes to pay general unsecured creditors in full. NOBLE HOLDING: Moody's Lowers Corporate Family Rating to B2 ----------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating (CFR) and senior unsecured debt ratings of Noble Holding International Limited and Noble Drilling Corporation, the rated subsidiaries of Noble Corporation (Noble, Cayman Island) to B2 from B1. At the same time, Moody's downgraded NHIL's Probability of Default Rating to B2-PD from B1-PD and affirmed NHIL's SGL-2 Speculative Grade Liquidity Rating. The rating outlook is negative. "The downgrade to B2 reflects Noble's deteriorating credit metrics in 2017 and 2018 due to low utilization rates and a weak re-contracting market that is likely to persist well into 2018, potentially driving leverage to near 10x," noted John Thieroff, Moody's Vice President. "The negative outlook reflects Noble's challenge in late 2018 into early 2019 as it seeks to negotiate a new credit facility with the potential that liquidity could be significantly diminished from its current good level as a result." Issuer: Noble Holding International Limited Downgrades: -- Corporate Family Rating, Downgraded to B2 from B1 -- Probability of Default Rating, Downgraded to B2-PD from B1-PD -- Senior Unsecured Regular Bond/Debentures, Downgraded to B2 (LGD 4) from B1 (LGD 4) -- Backed Senior Unsec. Shelf, Downgraded to (P)B2 from (P)B1 Affirmed: -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: -- Outlook, changed to Negative from Stable Issuer: Noble Drilling Corporation Downgrades: -- Backed Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD 4) from B1 (LGD 4) RATINGS RATIONALE Noble's B2 CFR reflects the company's deteriorating leverage, margins and cash flow metrics in 2017 and 2018 as its contracted revenue backlog rolls off and rigs are re-contracted at lower dayrates while overall fleet utilization remains at historically low levels. The B2 rating is supported by the company's relatively newer rig fleet that is predominantly high specification, placing Noble in a good competitive position to operate in all major global offshore markets without requiring significant further capital investments. The rating is also supported by the company's contracted revenue backlog which provides a measure of downside protection in 2017 and, to a lesser extent, 2018, its good liquidity and manageable debt maturities through 2019. The company's agreement with Shell is favorable, establishing a minimum dayrate for three of its drillships through at least April 2022, which provides some buffer from very low spot market pricing. Noble's SGL-2 rating reflects the company's good liquidity through mid-2018. At December 31, 2016, the company had $726 million of cash and full availability under its $2.4 billion unsecured revolving credit facility. The revolver matures in January 2020 and has a covenant limiting the ratio of debt to total tangible capitalization (as defined in the agreement) to 60%. The company has good headroom under this covenant, which Moody's expects to be maintained through the first half of 2018. Moody's expects Noble to generate modest free cash flow in 2017, in part due to considerably reduced capital spending following completion of the Noble Lloyd Noble in 2016 and a tax restructuring-related working capital uplift. The cash balance and revolving credit facility provide ample liquidity to address debt maturities and maintenance level capex, in case cash flows fall short of forecasts. The company had $300 million of senior notes maturing in the first quarter of 2017 which it intended to repay in cash, along with $250 million in 2018, and $202 million in 2019. The outlook is negative, reflecting Moody's concerns that meaningful and sustained offshore drilling recovery, particularly in the deepwater, could lag into the second half of 2018 or beyond. If so, Noble's high leverage and thin interest coverage would prove problematic as it seeks to negotiate a new credit facility in late 2018 into early 2019. The ratings could be downgraded if it appears Debt/EBITDA won't fall below 8x in 2019 or EBITDA/Interest coverage approaches 1x. An upgrade is unlikely given Moody's expectations for rising financial leverage over the next few years. If Noble can sustain Debt/EBITDA below 6x beyond 2018 in an improving offshore drilling market and renegotiate its credit facility in a manner that provides at least adequate liquidity then the ratings could be upgraded. Noble Holding International Limited (Noble) is a wholly owned subsidiary of Noble Corporation plc (Noble plc) and is the issuer of the substantial majority of the company's rated debt. Noble plc, incorporated under the laws of England and Wales, is a leading international offshore oil and gas drilling contractors. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. ON-CALL STAFFING: Seeks July 25 Extension of Plan Filing Deadline ----------------------------------------------------------------- On-Call Staffing, Inc., requests the U.S. Bankruptcy Court for the Northern District of Mississippi to extend its exclusive period in which to file a Disclosure Statement and Plan of Reorganization to and including July 25, 2017 and a concomitant extension of 60 days within which to obtain Plan confirmation. The Debtor submits that it is unable to finalize its proposed Plan within the initial statutory exclusivity period, which was slated to expire on April 26, 2017, due to the ongoing settlement negotiations regarding the litigation in the District Court. About On-Call Staffing On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-13823) on Oct. 28, 2016. The Debtor is represented by J. Walter Newman, IV, Esq., at Newman & Newman. The petition was signed by its President, Lee Garner III. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. PATEL REALTY: Hires Harvey Marcus as Bankruptcy Attorney -------------------------------------------------------- Patel Realty, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Office of Harvey I Marcus as attorney for the Debtor-in-Possession. The Debtor requires Harvey I Marcus to counsel, attend meetings as required, prepare and file of Chapter 11 Disclosure and Plan as required, and negotiate with creditors as required. The Debtor agreed to compensate Harvey I Marcus $8,500 retainer based upon $350 hourly rate paid pre-filing and subsequent fee applications as appropriate. Harvey I Marcus, Esq., Law Office of Harvey I Marcus, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harvey I Marcus may be reached at: Harvey I Marcus, Esq. Law Office of Harvey I Marcus 250 Pehle Avenue, Suite 200 Saddle Brook, NJ 07663 Tel: 201-384-2200 Fax: 888-565-0403 E-mail: him@lawmarcus.com About Patel Realty, LLC Patel Realty, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-17376) on April 11, 2017. The Hon. Christine M. Gravelle presides over the case. the Law Office of Harvey I. Marcus represents the Debtor as counsel. The Debtor disclosed total assets of $1.14 million and total liabilities of $427,233. The petition was signed by Navin Patel, managing member. PATSCO L.P.: 714 Ventures Buying Pittsburgh Property for $370K -------------------------------------------------------------- PATSCO, L.P., doing business as PATSCO, Ltd., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of its interest in real estate identified as lot and block number 313-C-100, Streets Run Road, Lot #3, Borough of West Mifflin, Pittsburgh, Allegheny County, Pennsylvania, to 714 Ventures, Inc. for $370,000, subject to higher and better offers. A hearing on the Motion is set for June 13, 2017 at 2:30 p.m. The objection deadline is May 19, 2017. Among the assets of the estate is the Debtor's interest in the property. The Debtor has signed a Standard Agreement for the Sale of Real Estate with the Purchaser. Under the terms of the agreement, the Debtor is to sell the property and business at the property to the Purchaser for the price of $370,000, subject to the terms and conditions set forth in the agreement. The sale delineates the purchase price as $200,000 for the real estate and $170,000 for the storage business. Because of the nature of the property and business, the sale cannot be separated into separate agreements or offers. The sale is subject to the approval of the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/PATSCO_134_Sales.pdf The lien creditors are (i) mortgage in favor of NexTier Bank; (ii) delinquent and current taxes owing to Allegheny County; (iii) delinquent and current taxes to the Borough of West Mifflin; and (iv) delinquent and current taxes owing to the West Mifflin Area School District. The sale is an "as-is" sale, a judicial one, and free and clear of all liens and encumbrances, and claims against the Debtor. The Debtor reserves 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 not subject to transfer taxes pursuant to 11 U.S.C. Section 1146(a) and is to a "bona fide" purchaser in accordance with the holding of In re: Abbots Dairies of Pennsylvania, Inc., 788 F.2d 143 C.A.3 (Pa) 1986. The Debtor has employed Maria Gillot Werner and Remax South, Inc. as the real estate agent for the sale of the property, and that employment has been approved by the Court. The Court will accept higher and better offers at the time of sale. Any successful bidder will post a deposit of $10,000 in certified funds, be prepared to close in 30 days, and will have to make a higher or better offer than the terms of the pending agreement. The sale is in the best interest of all parties since it will help the Debtor to fund its Chapter 11 Plan. Accordingly, the Debtor asks the Court to (a) approve the sale of the property to the Purchaser or to any higher bidder; and (b) authorize to pay the following from the total sales price of the real estate and business: (i) all normal and ordinary settlement charges; (ii) the mortgage balance to NexTier Bank; (iii) any unpaid real estate taxes on the property; (iv) Real Estate Commission to Maria Gillot Werner and Remax South in the amount of $22,200, subject to any share to be paid to the Purchaser's agent; (v) the Debtor's attorney, Francis E. Corbett, the amount of $2,500 is approved by the Court for legal fees and any additional amounts as reimbursement for advertising or filing expenses related to the sale; and (vi) the net proceeds of the sale are to be held in escrow by the attorney for the Debtor, pending further Order of Court. PATSCO, L.P., filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 15-24405) on Dec. 2, 2015. The Debtor owns properties located at Streets Run Road, West Mifflin, and West Run Road, HomesteadThe Debtor is represented by Francis E. Corbett, Esq. -- fcorbett@fcorbettlaw.com -- in Pittsburg, Pennsylvania. PAWN AMERICA: U.S. Trustee Appoints 3 Members to Committee ---------------------------------------------------------- The U.S. Trustee for Region 12 on April 26 filed an amended notice of appointment of unsecured creditors' committee in the Chapter 11 cases of Pawn America Minnesota, LLC and its affiliates. The agency announced that these unsecured creditors serve as members of the committee: (1) AllOver Media, LLC 16355 36th Ave N., Suite 700 Minneapolis, MN 55446 Contact Person: Shaun Nugent Phone: 763-762-2060 Email: shaun.nugent@allovermedia.com (2) E-Commworks, Inc. 2960 Winnetka North Suite 211 Crystal, MN 55429 Contact Person: Gerald Meier Phone: 763-231-1322 Email: gmeier@e-commworks.com (3) Computer Integration Technologies, Inc. 2375 Ventura Dr Suite A Woodbury, MN 55125 Contact Person: Brian Olson Phone: 651-450-0333 Email: brian.olson@cit-net.com The U.S. Trustee previously appointed four members to the Creditors' Committee: AllOver Media, LLC, The Nerdery, LLC, E-Commworks, Inc., and Computer Integration Technologies, Inc. Shaun Nugent of AllOver Media was designated as acting chairperson pending selection by the committee members of a permanent chairperson. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Pawn America Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is engaged in the business of retail sale of used merchandise, antiques, and secondhand goods. It currently operates 24 stores in Minnesota, Wisconsin, South Dakota, and North Dakota and employs more than 500 people. The Company also founded and operates Payday America, CashPass and MyBridgeNow. Pawn America Minnesota, LLC, d/b/a Pawn America, and its affiliates Pawn America Wisconsin, LLC, d/b/a Pawn America, and Exchange Street, Inc. d/b/a Pawn America, filed Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31145, 17-31146, and 17-31147, respectively), on April 12, 2017. The petitions were signed by Bradley K. Rixmann, chief manager. The Debtor is represented by Robert T. Kugler, Esq., Edwin H. Caldie, Esq., Phillip J. Ashfield, Esq., and Andrew J. Glasnovich, Esq. at Stinson Leonard Street LLP. The Debtor Taps BGA Management, LLC as financial and turnaround consultant At the time of filing, the Debtors had estimated assets and liabilities, as follows: Estimated Estimated Assets Liabilities ---------- ----------- Pawn America Minnesota LLC $10M-$50M $10M-$50M Pawn America Wisconson LLC $10M-$50M $10M-$50M Exchange Street Inc. $10M-$50M $10M-$50M The Debtors filed for Chapter 11 to preserve the going concern value of the businesses. The Debtors said the bankruptcy process will allow them to assess their collective footprint and thereby eliminate unprofitable stores and move forward with a strengthened business through a plan of reorganization. PAYLESS HOLDINGS: Seeks to Hire Alvarez & Marsal, Appoint CRO ------------------------------------------------------------- Payless Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Alvarez & Marsal North America, LLC and appoint the firm's managing director as chief restructuring officer. A&M and its managing director Robert Campagna will provide these services to the company and its affiliates: (a) perform a financial review of the Debtors; (b) prepare information to assist in evaluating restructuring options and directing the Debtors through a bankruptcy; develop forecasts and information for obtaining court approval to use cash collateral or debtor-in-possession financing; (c) assist in preparing legal papers and provide expert testimony acceptable to A&M; (d) assist in the identification and implementation of cost reduction and operations improvement opportunities; (e) assist in the performance of cost/benefit analyses related to executory contracts and the assumption or rejection of each; (f) assist the merchandising team in the negotiation of interim and long-term vendor agreements; (g) assist in the discussions with and providing information to potential investors, secured lenders, official committees, the U.S. trustee; and (h) assist in communications with creditors. The Debtors will pay A&M a flat monthly rate of $150,000 for the services provided by the CRO. Meanwhile, the hourly rates for additional personnel range from: (a) Restructuring Advisory (i) Managing Director $800 - $975 (ii) Director $625 - $775 (iii) Analysts/Associate $375 - $600 (b) Claims Management Services (i) Managing Director $725 - $800 (ii) Director $550 - $650 (iii) Analysts/Associate $350 - $475 In addition, A&M will be entitled to incentive compensation in the amount of $1.5 million payable upon the consummation of a plan of reorganization, or the sale, transfer or other disposition of all or most of the assets and equity of the Debtors. The fee is subject to an increase of $0.4 million to the extent certain levels of rent savings from landlord concessions on ongoing lease obligations on an annual run-rate basis are achieved. Mr. Campagna disclosed in a court filing that his firm does not have any interest adverse to the Debtors' bankruptcy estates, creditors and equity security holders. The firm can be reached through: Robert A. Campagna Alvarez & Marsal North America, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Phone: +1 212-759-4433 Fax: +1 212-759-5532 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 Prime Clerk LLC as claims, balloting and administrative agent; Osler, Hoskin & Harcourt LLP as CCAA counsel; Retail Consulting Services Inc. as real estate advisor; and Guggenheim Securities, LLC as investment banker. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PIONEER HEALTH: Lifebrite Buying All Assets of Early and Monroe --------------------------------------------------------------- Pioneer Health Services, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of substantially all assets owned by Pioneer Health Services of Early County, LLC ("Early") to Lifebrite Hospital Group of Early, LLC; and substantially all assets owned by Pioneer Health Services of Monroe County, Inc. ("Monroe") to Lifebrite Hospital Group of Aberdeen, LLC. Early operates the hospital and related facilities at Early County and has operated it continuously since its acquisition. Despite implementing a range of strategic initiatives, Early has not generated the kind of income and cash flow necessary to justify its exit strategy as being one capable of confirmation of an "internal" plan of reorganization. Monroe operates the hospital and related facilities at Monroe County and has operated it continuously since its acquisition. Despite implementing a range of strategic initiatives, Monroe has not generated the kind of income and cash flow necessary to justify its exit strategy as being one capable of confirmation of an "internal" plan of reorganization, especially given its debt structure. After Early and Monroe failed to significantly increase profitability post-petition, the Debtor made the decision to try to sell them as the exit strategy for that particular hospital and related assets. SOLIC Capital Advisors, upon being retained as the Debtor's financial advisor on July 1, 2016, began compiling an electronic data room for Early and Monroe containing historical operating, financial, legal and regulatory facility related information. SOLIC has received numerous expressions of interest, a letter of intent and it has conducted extensive negotiations and discussions with various interested parties for the sale of Early, for the sale of Monroe, and for the sale of the combined Early and Monroe entities. SOLIC received an asset purchase agreement for the purchase of Early from Lifebrite of Early dated as of March 24, 2017, as well as an asset purchase agreement for the purchase of Monroe from Lifebrite of Aberdeen also dated as of March 24, 2017. Additionally, disclosure schedules related to the Early transaction and the Monroe transaction were also prepared by Early and Lifebrite of Early and by Monroe and Lifebrite of Aberdeen, respectively. The Buyers' proposals represent the highest and best bids received, with the Movant, the Buyers in mutual agreement on the terms of the asset purchase agreements. The proposals represent the best opportunities for the Early and Monroe facilities to continue to operate and to preserve their going concern value, to retain employment of as many employees as possible and to generate the greatest return to creditors and parties in interest of Early and Monroe. As required by the Lifebrite of Early and Lifebrite of Aberdeen agreements, the Debtor filed its Bid Procedures Motion seeking approval of Lifebrite of Early and Lifebrite of Aberdeen as "stalking horses," approving bidding procedures, scheduling an auction and sales hearings and related matters. The Court entered the Bid Procedures Order on April 24, 2017 which describes the form of bids, and approves the selection of Lifebrite of Early and Lifebrite of Aberdeen as Stalking Horse Bidders. The Bid Procedures Order scheduled the Motion for hearing on June 23, 2017 at 9:00 a.m., scheduled an auction of the assets of Early and Monroe, and established certain deadlines for the filing of overbids, sale objections and related matters. The auction of assets is scheduled for June 22, 2017, at the Court at 1:30 p.m. The Bid Procedures Order not only approves and establishes bid procedures in connection with the sale of the assets of Early and Monroe, it also establishes Lifebrite of Early and Lifebrite of Aberdeen as the "Stalking Horse Bidder" in connection with the transactions that are contemplated by and between the Debtor and Lifebrite of Early and Lifebrite of Aberdeen. As noted, the Debtor and Lifebrite of Early and Lifebrite of Aberdeen negotiated the APAs. These APAs not only establish the terms and conditions of the contemplated sales from the Debtor to Lifebrite of Early and Lifebrite of Aberdeen, they will be used as the template APAs for any other interested purchasers or bidders who elect to make a bid for the Assets. All interested bidders who desire to extend an offer for the assets, will be afforded that opportunity by submitting a Qualified Bid for the assets by the Bid Deadline of May 23, 2017. The Debtor asks authority to assume and assign certain contracts and leases to the ultimate purchaser. Further, as soon as practicable, and in no event later than the Bid Deadline, the Qualified Bidders will designate in the APAs and/or any competing APA that has been filed or submitted, those contracts and leases as to which any bidder desires that the Debtor assume, and then assign, to the ultimately successful purchaser. Objections to any such motions to assume and assign are due by June 16, 2017 and will be heard and considered by the Court at the Sale Hearing on June 23, 2017. Accordingly, in the event there are contracts and/or leases that are designated, the Debtor will immediately prepare and file, by May 24, 2017, a Motion to Assume and Assign Assumed Contracts or Assumed Leases. Any amounts necessary to cure any existing defaults in connection with any contracts or leases will be paid by in accordance with the APAs. A prompt sale of the Assets will likely enable the Debtor to realize good value for the Assets. The Debtor believes that the terms and conditions set forth in the Motion, and in the Bid Procedures Order, are fair and equitable to all interested purchasers and the Debtor, and thus reflect a transaction that will ultimately result in a successful sale of its. The Debtor believes that any material delay in consummating the proposed sale of the Assets will result in a reduction in the value of the Debtor's Assets. Accordingly, the Debtor at this time asks authority to sell the Assets free and clear of liens, claims, encumbrances and interests. About Pioneer Health Services Pioneer Health Services, Inc., and its debtor-affiliates, including Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, commenced a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. Joseph S. McNulty III, president, signed the petitions. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as special counsel to the Debtor. Pioneer Health Services estimated $10 million to $50 million in assets and liabilities. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19, 2017, appointed three creditors of Pioneer Health Services to serve on the official committee of unsecured creditors. The Committee retained Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. POST GREEN: Seeks to Hire Lubin Olson as Rreal Estate Counsel ------------------------------------------------------------- Post Green Fell LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Lubin Olson & Niewiadomski LLP as its real estate counsel. The firm will advise and assist the Debtor in analyzing and implementing a sale or refinance of its properties located in San Francisco, California. Michael Muzzy and Gerald Murphy, the firm's employees who are expected to provide the services, will charge $490 per hour and $525 per hour, respectively. Mr. Murphy 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: Gerald M. Murphy, Esq. Lubin Olson & Niewiadomski LLP The Transamerica Pyramid 600 Montgomery Street, 14th Floor San Francisco, CA 94111 Phone: 415-981-0550 Email: gmurphy@lubinolson.com About Post Green Fell LLC Based in San Francisco, California, Post Green Fell LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-30314) on April 4, 2017. The petition was signed by Laurence F. Nasey, manager. The case is assigned to Judge Dennis Montali. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The Debtor says it has no unsecured creditors. The Debtor is an affiliate of 624 Stanyan Street, LLC that sought bankruptcy protection (Bankr. N.D. Cal. Case No. 16-30965) on Sept. 1, 2016. POST GREEN: Seeks to Hire St. James Law as Legal Counsel -------------------------------------------------------- Post Green Fell LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire St. James Law, P.C. to, among other things, oversee the administration of claims, evaluate its secured debts, and assist in the formulation and implementation of a bankruptcy plan. The firm will charge an hourly rate of $595. It received a pre-payment deposit of $50,000, of which $4,144.75 was used to pay the filing fee and the firm's pre-bankruptcy services. St. James does not hold or represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Michael St. James, Esq. St. James Law, P.C. 22 Battery Street, Suite 888 San Francisco, CA 94111 Tel: (415) 391-7566 Fax: (415) 391-7568 Email: michael@stjames-law.com About Post Green Fell LLC Based in San Francisco, California, Post Green Fell LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-30314) on April 4, 2017. The petition was signed by Laurence F. Nasey, manager. The case is assigned to Judge Dennis Montali. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The Debtor says it has no unsecured creditors. The Debtor is an affiliate of 624 Stanyan Street, LLC that sought bankruptcy protection (Bankr. N.D. Cal. Case No. 16-30965) on Sept. 1, 2016. POWELL VALLEY HEALTH: Unsecureds to Get Share of $10,000 in Cash ---------------------------------------------------------------- Powell Valley Health Care, Inc., filed with the U.S. Bankruptcy Court for the District of Wyoming a disclosure statement dated April 24, 2017, in support of the Debtor's Chapter 11 plan of reorganization dated April 24, 2017. Class 8 - Other Unsecured Claims -- estimated at $0 -- are impaired by the Plan. Each holder of an Allowed Other Unsecured Claim will receive its pro rata share of $10,000 in cash within 30 days after final adjudication of all contested Other Unsecured Claims. Estimated recovery is unknown. All Cash necessary for the Debtor to make payments and Plan Distributions in its capacity as Disbursing Agent will be obtained from the Debtor's existing Cash balances, and its operations. The Debtor has attached detailed projections in the Disclosure Statement that establish the Debtor's ability to satisfy its obligations under the Plan. All Cash necessary for the Personal Injury Trustee to make payments and Plan Distributions in its capacity as Disbursing Agent will be obtained from the Personal Injury Trust Assets in accordance with the terms of the Personal Injury Trust. The Disclosure Statement is available at: http://bankrupt.com/misc/wyb16-20326-498.pdf About Powell Valley Health Care, Inc. Powell Valley Health Care, Inc., provides healthcare services to the greater-Powell, Wyoming community. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo. Case No. 16-20326) on May 16, 2016. The petition was signed by Michael L. Long, CFO. The case is assigned to Judge Cathleen D. Parker. The Debtor estimated assets and debts at $10 million to $50 million at the time of the filing. The Debtor is represented by Bradley T. Hunsicker, Esq., at Markus Williams Young & Zimmermann LLC. The Debtor has retained Hammond Hanlon Camp, LLC as its financial advisor and investment banker. The United States Trustee appointed Larry Heiser, Veronica Sommerville, Michelle Oliver, and Joetta Johnson to serve on the Official Committee of Unsecured Creditors. The Creditors' Committee tapped Spencer Fane LLP as counsel and EisnerAmper LLP as its accountant. No trustee or examiner has been appointed in the case. PURE FOODS: Seeks to Hire Rathbone Barton as Special Counsel ------------------------------------------------------------ Pure Foods, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Rathbone Barton Olsen PC as its special counsel. Rathbone will represent the Debtor in responding to discovery requests from the official committee of unsecured creditors, and in other corporate matters. Coni Rathbone, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $450. The firm's associates Kim Tellin, Esq., and George Dingeldien, Esq., will also be available to assist the Debtor if necessary. Ms. Tellin and Mr. Dingeldien will charge $280 per hour and $250 per hour, respectively. Rathbone does not hold or represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Coni Rathbone, Esq. Rathbone Barton Olsen PC 4949 Meadows Road, Suite 600 Lake Oswego, OR 97035 Phone: 503-941-9621 Email: crathbone@rbolawpc.com About Pure Foods Inc. Pure Foods, Inc., a company based in Atlanta, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Tenn. Case No. 17-30236) on January 30, 2017. The petition was signed by John P. Frostad, CEO. The case is assigned to Judge Suzanne H. Bauknight. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. On February 16, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Blakeley LLP as its legal counsel. R.E.S. NATION: To Settle Remaining REP Disputed Claims Under Plan ----------------------------------------------------------------- R.E.S. Nation, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a small business first amended disclosure statement describing its first amended plan of reorganization, dated April 21, 2017, which proposes to pay unsecured trade creditors 100% of their allowed claims. The largest claims against the Debtor are the claims of retail energy providers, all of which the Debtor previously disputed. The latest plan asserts that the Debtor has resolved the claims of Term Power & Gas, LLC, d/b/a ENCOA and AP Gas & Electric (MD), LLC; however, the Debtor continues to dispute the remaining claims of other REPs. To resolve all of the ongoing litigation against the Debtor and to provide the Debtor a path forward, the Plan will settle and compromise the remaining disputed claims of REPs by allowing them at 40% of the amount alleged, and paying them 100% of this allowed amount, to be paid under the same distribution plan as Class 3 creditors. The REP Claims are classified in Class 4. The Debtor's post-confirmation revenue will consist of revenue from its REP contracts and subcontracts. The Plan contemplates that on the Effective Date, the Debtor will pay $50,000 to its counsel as an additional retainer, and will pay $4,875 to the U.S. Trustee to cover first quarter 2017 fees. Furthermore, it is anticipated that an initial payment in the amount of $56,341 will be due to Bank of America on April 21, 2017, pursuant to a Final Cash Collateral Order entered on April 19, 2017. After satisfying the Class 2 claims and administrative expense claims, which is expected to take one year, the Debtor will commence making $12,190 monthly payments to the Reserve Account for the remainder of the Plan term. The Reserve Account is meant both to provide an operating reserve for the Debtor and to fund payments to the unsecured creditors. Funds are not allowed to be withdrawn from the Reserve Account except for (a) operating expenses that the Debtor has insufficient cash flow to cover, or (b) distributions under the Plan. The previous version of the plan stated that an adequate protection payment in the amount of $22,500 will be due to Bank of America either on or some time prior to the Effective Date. After satisfying the Class 2 claims and administrative expense claims, which is expected to take one year, the Debtor will commence making $16,083 monthly payments to the Reserve Account for the remainder of the Plan term. The hearing at which the Court will determine whether to finally approve the Disclosure Statement and confirm the Plan will take place on May 3, 2017 at 2:00 p.m., and continue if necessary on May 4, 2017 at 10:00 a.m., in Courtroom 403, at the U.S. Courthouse, 515 Rusk Avenue, Houston, Texas 77002. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-34744-130.pdf About R.E.S. Nation R.E.S. Nation, LLC, represents commercial and industrial businesses that buy electricity in deregulated service territories, where R.E.S. procures customers for retail energy providers pursuant to written agreements with the provider and is paid a commission over time during the term of the customer agreement. R.E.S. Nation, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34744), on Sept. 23, 2016. The petition was signed by Jeffrey Nowling, manager. The Debtor tapped Susan C. Matthews, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, APC. At the time of filing, the Debtor estimated assets and liabilities at up to $50,000. U.S. Trustee Judy A. Robbins on Nov. 10 disclosed in a court filingthat no official committee of unsecured creditors has been appointed in the Chapter 11 case of R.E.S. Nation, LLC. RAMOS REALTY: Disclosure Statement Hearing Set for June 6 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland is set to hold a hearing on June 6, at 11:00 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of Ramos Realty, LLC. The hearing will take place at Courtroom 9D, U.S. Courthouse, 101 West Lombard Street, Baltimore, Maryland. Objections are due by May 17. The plan filed on April 10 proposes to pay general unsecured creditors 100% of their claims allowed by the court over five years. Payments will start one month after the effective date of the plan. About Ramos Realty LLC Ramos Realty, LLC, is a Maryland limited liability company registered at 118 Cherry Valley Road, Baltimore, Maryland 21136. It is a real estate construction and management company developing and rehabbing properties in the state of Maryland and throughout the east coast. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 16-23901) on October 18, 2016, disclosing assets and liabilities of less than $1 million. The Debtor is represented by Jasmin Marie Torres, Esq., at Torres & Associates, LLC. On April 10, 2017, the Debtor filed a Chapter 11 plan and disclosure statement. RANDY BALDERAS: Sale of Equipment to Pay Lienholders Approved ------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized Randy Benavides Balderas' sale of various items of equipment for the minimum cash sales prices as set forth. The sale is free and clear of all liens, claims and encumbrances. The net proceeds from the sale of the equipment is to be paid to the respective lienholders in partial satisfaction of the respective outstanding debts, with the exception of the nine light towers which are not subject to the liens of creditors, with those proceeds to be used by the Debtor in his reorganization efforts. The Atascosa County and Charlotte ISD ad valorem tax liens will attach to the sale proceeds and from said sale proceeds Debtor will pay to Atascosa County the sum of $7,209, plus applicable statutory interest incident to Atascosa County Tax Account No. 20630140 and 163525 for 2016 and prior ad valorem taxes. Additionally, Debtor will pay to Charlotte ISD in the amount of $9,115, plus applicable statutory interest incident to Charlotte ISD Tax Account No. 163525 and 76505 for 2016 and prior ad valorem taxes. Said payments will be made on a pro-rata basis as items of equipment are sold within 15 days of receipt of the net sales proceeds and prior to disbursement of these sale proceeds to any other person or entity. Atascosa County and Charlotte ISD will retain their ad valorem tax liens against the business personal property remaining in the possession of the Debtor to secure the year 2017 ad valorem taxes. A copy of the list of equipment to be sold and their minimum sales prices attached to the Order is available for free at: http://bankrupt.com/misc/Randy_Balderas_76_Order.pdf Randy Benavides Balderas sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52554) on Nov. 3, 2016. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc. as counsel. RESHETAR REALTY: Genesis Buying Springfield Property for $80K ------------------------------------------------------------- Reshetar Realty, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the private sale of undeveloped property located at Lot 18 in the Springton Knoll subdivision at Woodbyne Road, Springfield Township, Bucks County, Pennsylvania, Tax Parcel # 42-17-59-19, to Genesis Builders for $80,000. A hearing on the Motion is set for May 17, 2017 at 9:30 a.m. The Debtor is in the business of acquiring properties for future development. Currently, the Debtor owns the Property. Prior to the Petition Date, the Debtor commenced a business relationship with Signature Home, by J.T. Maloney, Inc. ("Signature Homes"), which contemplated the sale of various building lots in the subdivision known as Springton Knoll, located on Woodbyne Road in Springfield Township, Pennsylvania. The Debtor was also negotiating with Aspen Mill Properties, LLC and Jim Case for the purchase of certain lots in the Springton Knoll Subdivision. From May 2012 to December 2012, Aspen and Case successfully built and sold houses on three of the Debtor's lots. In December 2012, Aspen and Case negotiated and purchased two additional lots from the Debtor. The Debtor was also working with a real estate broker regarding the sale of its Property to a potential home buyer. The Debtor avers that Aspen and Case began to interfere with the its business relationship with Signature Homes. Aspen and Case wrongfully filed a lis pendens against the Debtor's Property in November 2013. In 2014, Aspen commenced litigation against the Debtor and Robin Reshetar in the Court of Common Pleas of Bucks County, Pennsylvania captioned Aspen Mill Properties, LLC, v. Reshetar Realty, Inc.; and Robin Reshetar, Case No 2014-06901. Aspen seeks damages totaling $154,202 related to the sale of certain lots and ownership of the Debtor's Property. The Debtor denies any and all liability to Aspen and assets counterclaims against Aspen in that litigation seeking damages in excess of $1,100,000. On Jan. 19, 2017, Aspen filed a proof of claim in the amount of $154,202. It wrongfully filed a lis pendens against the Property and has taken the position, which the Debtor opposes, that it has an interest in its real property. The Debtor has filed an Objection to Aspen's proof of claim in which it alleges significant counter claims against Aspen and the Case. Aspen's intent in filing the lis pendens was solely to disrupt the Debtor's ability to conduct business and to sell the Property, and it wrongful and intentional actions have forced the Debtor to file the instant Chapter 11 Bankruptcy in order to sell the Property free and clear of the lis pendens and pay creditors. Since the Petition Date, the Debtor has been carefully reviewing its finances and operations, and has spent significant time analyzing its operations and the claims against it. A significant part of the Debtor's efforts were aimed at selling its Property. It has been attempting to market and sell the Property prior to and during the bankruptcy proceeding. On Dec. 31, 2016, the Court entered an Order granting the Application of the Debtor to employ Re/Max Services, Inc. as its realtor. The Debtor seeks to sell the Property at private sale and has sought the highest and best offers on the Property. On Feb. 20, 2017, the Debtor and the Buyer, entered into a Contract for Sale for the Property for the sum of $80,000, to which the Debtor asks Court approval, free and clear of all liens, claims and encumbrances with closing to take place within 10 days of the entry of the order approving the sale of the Property. On Feb. 20, 2017, the Parties executed the Contract requiring Court approval of the Contract. The salient terms of the Contract are: a. The Buyer will pay to the Seller the lump sum of $80,000 in immediately available funds for the Property. b. The initial deposit of $1,000 was paid by the Buyer to the Seller and is being held in escrow by Re/Max. c. The due diligence period has expired and there are no remaining contingencies pertaining to the Contract for Sale. d. The remaining sum of $79,000 will be paid by the Buyer to the Seller at settlement. e. The sale will be free and clear of all liens claims and encumbrances, if any, with such liens claims and encumbrances attaching to the proceeds of the sale. f. The Settlement will be scheduled for the later of (i) May 3, 3017 or (ii) 10 days after the entry of a final order of the Court approving the sale of the Property. A copy of the Contract of Sale of Real Estate and the Addendum attached to the Motion is available for free at: http://bankrupt.com/misc/Reshetar_Realty_78_Sales.pdf In connection with the marketing of the Property, the Debtor has utilized the real estate brokerage services of Re/Max. The Contract was procured with the assistance of Re/Max and Re/Max's commission on the sale is $4,800, 6% of the sale price to be paid from the sale proceeds at closing. The Debtor has determined that the Property is encumbered by the following secured claims: (i) a secured claim of Palisades School District in the amount of $812 (as evidenced by proof of claim number 4 on the court's official claims register, filed on March 6, 2017); and (ii) a secured claim of the Pennsylvania Department of Revenue in the amount of $13,885 (as evidenced by proof of claim number 2 on the court's official claims register, filed on Dec. 20, 2016). The Debtor has determined the Property is encumbered by the lis pendens placed on the Property by Aspen. The Debtor filed a Motion to Approve its Disclosure Statement and Plan of Reorganization on March 10, 2017. The Plan provides at paragraph (i) 2.1 for the treatment of the IRS claim; (ii) 2.2 for the treatment of secured claims; (iii) 2.3 for the treatment of general unsecured vendor claims; and (iv) 2.4 for the treatment of the general unsecured litigation claims. The Debtor's soon to be confirmed Plan provides for the sale of the Property as contemplated by the Debtor in the Contract for Sale. The Debtor proposes to pay the net proceeds remaining from the sale of the Property after payment of the costs outlined, to its priority, secured, and unsecured creditors as contemplated in its Plan. The Debtor firmly believes that creditors will receive more value through a private sale of the Property at the market rate than through efforts to either (i) continue to market the property pursuant to the Plan in hopes of obtaining a potential higher offer, which could result in an increase in the amount of real estate taxes to be paid at closing and increase in the amount of the commissions owed to the real estate brokers therefore reducing any additional benefit of a subsequent higher offer; or (ii) sell the Property at public auction which may not generate a higher purchase price and the purchase price would be reduced by an auctioneer fee and costs associated with an auction sale. The Debtor believes that a sale of the Properties and related assets will best serve the interests of creditors by procuring the almost instant cash infusion of in excess of $70,000, and by preventing the further loss and diminution in value to the Property. Accordingly, the Debtor respectfully asks that the Court allows the Debtor to sell the Property free and clear of any lien claim or encumbrance. In addition, the Debtor asks that the Court waive the 14-day stay pursuant to Fed. R. Bankr. P. 6004(h). The Purchaser can be reached at: GENESIS BUILDERS 617 Main Street Front Hellertown, PA 18055 About Reshetar Realty Reshetar Realty, Inc., is in the business of acquiring properties for future development. Currently the Debtor owns undeveloped property located at Lot 18 in the Springton Knoll subdivision at Woodbyne Road, Tax Parcel No. 42-17-59-19. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-17899) on Nov. 10, 2016. Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP serves as bankruptcy counsel. Douglas E. Estep, P.A., serves as the Debtor's accountant. The Debtor says assets and liabilities are both below $1 million. ROBISON TIRE: June 15 Hearing to Approve Plan Outline ----------------------------------------------------- The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi has granted Robison Tire Company, Inc.'s request to extend the Debtor's exclusive plan filing period through and including April 21, 2017. The Extension Order was entered by the Court on April 25, one day after the Debtor delivered Chapter 11 plan and disclosure statement. As reported by the Troubled Company Reporter on April 10, the Debtor asked the Court for the Extension, saying that it was yet in negotiations regarding plan treatment with its secured creditors. In another Order dated April 26, the Court set the hearing to approve the Disclosure Statement for June 15 at 1:30 p.m. in Gulfport. 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 employed 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. ROSE HILL ESTATE: Taps Barton Law Firm as Legal Counsel ------------------------------------------------------- Rose Hill Estate, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire legal counsel. The Debtor proposes to hire Barton Law Firm, P.A. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Barbara George Barton $400 Christine Brimm $325 Megan Jankowski $125 Connie Fraser $125 Amanda Cristaldi $125 Barbara George Barton, Esq., disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Barbara George Barton, Esq. Barton Law Firm, P.A. 3955 Highway 17 Bypass, Suite D P.O. Box 2746 Murrells Inlet, SC 29576 Phone: (803) 256-6582 Fax: (803) 779-0267 About Rose Hill Estate LLC Rose Hill Estate, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 17-01864) on April 13, 2017. The petition was signed by Stephen G. Mueller, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. RUPARI HOLDING: Hires Donlin Recano as Claims and Noticing Agent ---------------------------------------------------------------- Rupari Holding Corp., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Donlin, Recano & Company, Inc. as claims and noticing agent, nunc pro tunc to the April 10, 2017 petition date. The Debtors require Donlin Recano to: (a) prepare and serve required notices and documents in these cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court including: (i) notice of the commencement of the cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; (ii) notice of any claims bar date; (iii) notices of transfers of claims; (iv) notices of objections to claims and objections to transfers of claims; (v) notices of any hearings on a disclosure statement and confirmation of any chapter 11 plan, including under Bankruptcy Rule 3017(d); (vi) notice of the effective date of any chapter 11 plan; and (vii) all other notices, orders, pleadings, publications, and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders, and other parties in interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(i), (j), and (k), and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party in interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount, and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders, or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within 7 business days of service which includes: (i) either a copy of the notice served or the docket number(s) and titles of the pleadings served; (ii) a list of persons to whom it was mailed with their addresses; (iii) the manner of service; and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the name and address of the claimant and agent, if applicable, who filed the claim; (iv) the amount asserted; (v) the asserted classifications of the claim; (vi) the applicable Debtor; and (vii) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (k) arrange for the delivery, by messenger or overnight delivery, of all of the court-filed proofs of claim to the offices of Donlin Recano, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding the cases as directed by the Debtors or the Court, including through the use of a website and/or call center; (o) if these cases are converted to chapter 7, contact the Clerk within 3 days of the notice to Donlin Recano of entry of the order converting the cases; (p) 30 days prior to the closure of these cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Donlin Recano and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of these cases; (q) within 7 days of notice to Donlin Recano of entry of an order closing these cases, provide to the Court the final version of the Claims Register as of the date immediately before the close of these cases; and (r) at the close of these cases, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk. Donlin Recano will be paid at these hourly rates: Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Website Development $90 Donlin Recano will also be reimbursed for reasonable out-of-pocket expenses incurred. Before the filing of these cases, on April 6, 2017, the Debtors paid Donlin Recano a retainer of $15,000 in connection with prepetition services. Roland Tomforde, chief operating officer of Donlin Recano, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Donlin Recano can be reached at: Roland Tomforde DONLIN, RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 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. SANCTUARY CARE: NBR Buying Rye's Assets for $9.65 Million --------------------------------------------------------- Sanctuary Care, LLC ("SC"), and Sanctuary at Rye Operations, LLC ("SRO"), ask the U.S. Bankruptcy Court for the District of New Hampshire to authorize the sale of substantially all their assets to NBR Acquisition Rye, LLC, or its assignee, for $9,650,000, subject to higher and better offers. The Debtors' Disclosure Statement and the Sale Notice describe their Assets, and their value in the sale and a hypothetical liquidation. It explains that the Debtors intend to dismiss these cases or convert them to cases under chapter 7 of the Bankruptcy Code after the Sale. Finally, it explains to creditors why the Sale satisfies the "best interests of creditors" test. The Debtors are each New Hampshire limited liability companies with a principal place of business at 295 Lafayette Road, Rye, New Hampshire. SC was established in 2007 to construct and own real property in Rye, New Hampshire. SRO is the tenant of SC and operates a memory assisted senior living facility at 295 Lafayette Rd., Rye, New Hampshire ("Real Property"). Pursuant to an agreement dated June 29, 2012, SC leased the Real Property to SRO for a term of 50 years. The Debtors' Assets include the Real Property; substantially all of their tangible and intangible personal property now or hereafter used in connection with the use, operation, maintenance, or management of their business. Based on the UCC Lien Reports provided by the New Hampshire Secretary of State, the following parties assert liens on the Debtor's personal property Assets: Camden National Bank ("Senior Lender") and New Hampshire Community Loan Fund ("Subordinated Lender"). Additionally, based on a title search in the Rockingham County, New Hampshire registry of deeds, the following parties assert liens on the Real Property: the Senior Lender and the Subordinated Lender. The Senior Lender consents to the Sale of the Assets pursuant to the APA free and clear of its interests. The Debtors' do not yet know whether the Subordinated Lender consents to the sale free and clear of its interests. Before the commencement of these cases, the Debtors undertook diligent and active efforts to determine the value of what is now the property of the estate and establish the parameters of an acceptable offer for the Assets. In August 2016, the Debtors retained The Vinca Group, LLC, whose principal is Alice Katz, as their chief restructuring officer ("CRO"). Since the CRO's retention, it has managed all aspects of the Debtors' day-to-day financial affairs and operations, exercising all powers delegated under the Debtors' organizational documents to the manager of the limited liability companies. Prior to filing for bankruptcy, the Debtors took all necessary limited liability company actions to authorize the CRO to file their bankruptcy cases, manage the cases, and the run a sale process. Based on the CRO's extensive pre-petition role with the Debtors, the Debtors believe that the retention of the CRO is a transaction in the ordinary course of business that does not require the Court's approval under Bankruptcy Code section 363(c)(1). Prior to filing bankruptcy, the Debtors entered into a Letter of Intent with another potential purchaser, but was unable to reach the terms of a final deal. NBR is the only person or entity that has entered into an APA with the Debtors. Each Debtor is a fiduciary of its bankruptcy estate and has determined, in its reasonable business judgment, that (i) the APA is fair and reasonable; (i) the Purchase Price and method of payment represents the fair market value of the Assets; and (iii) the sale as described in the APA is in the best interest of the creditors and each Debtor. The Debtors and NBR entered into Asset Purchase Agreement, dated March 8, 2017, for the sale and purchase of Assets. The sale process designed by the Debtors will assure that the Purchase Price paid for the Assets is the best possible price. NBR will pay the Debtor $9,650,000 or more in immediately available funds at the Closing, subject to customary closing adjustments. The APA provides that the Purchase Price payable by NBR is expressly subject to higher and better offers. The Debtor will advertise the sale of Assets. If a Qualified Bid is submitted to purchase the Assets, the Debtors will conduct an auction to determine the highest and best Qualified Bid. A Qualified Bid must meet the requirements set forth in the Bid Procedures, including that it must exceed the amount of the Purchase Price under the APA by the sum of at least $300,000. The $300,000 additional bid amount will satisfy the $250,000 break-up fee payable to NBR pursuant to the terms of the APA plus an additional $50,000 which will benefit the estate. A Qualified Bid must also be submitted by a Buyer that demonstrates its financial ability to close the transaction and that it will be able to obtain all necessary permits and approvals to operate the Debtors' Assets. In the Debtors' opinion, the robust process will yield the best Purchase Price that the market will bear. In any event, they believe that the Purchase Price in the APA, even if it is not increased by the process, is greater than the liquidation value of their Assets, and thus the process is in the best interests of their creditors. It is anticipated that the Buyer will hire many of the Debtors' current employees. At the Buyer's option, the Debtors will either (i) pay to any employee hired by Buyer the amount of all accrued employee benefits for such employee accruing prior to the Closing Date; or (ii) give the Buyer a credit against the Purchase Price in such amount and Buyer will assume those obligations. Additionally, the Senior Lender has agreed to fund "stay bonuses" for certain of the Debtors' key employees from the sale proceeds. The identity of the key employees and the amount of their bonuses will be in the discretion of the CRO and will be paid from the sale proceeds at Closing in the amount identified in the Budget. The executory contracts the Debtor intends to assume and assign to the Buyer likely consist of several service contracts and patient agreements ("Executory Contracts"). The Debtors will file with the Court a list of all Executory Contracts enumerating the asserted necessary cure payments by the Bid Deadline. The Buyer will then, five days before the Closing Date, identify which of the Executory Contracts the Buyer wishes to assume. Any Executory Contracts not identified by the Buyer will be considered rejected as of the Closing Date. The Debtors expects each counterparty to an Assigned Contract to consent to the assumption and assignment of the Assigned Contract and the Sale. The Debtor operates an assisted living facility for elderly patients suffering from memory loss. As set forth in their cash collateral and post-petition financing budget, they will have access to sufficient funds to safely operate its facility provided that the closing occurs on June 15, 2017. To the extent that the Buyer needs additional time to close, the APA provides that the Buyer may extend the Closing Date by no more than 30 days by paying the Debtor $75,000 to fund operations through the extended Closing Date. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Sanctuary_Care_11_sales.pdf The Debtors cannot continue to operate with its present debt burden, as evidenced by their cash collateral and post-petition financing budget. They have been unable to service their secured indebtedness for the past year and have required additional lending from the Senior Lender in order to pay regular operating expenses since August 2016. The alternative to a sale is therefore a foreclosure by their lenders, which would result in the termination of all employees and require all the patients to be relocated. Under these circumstances, the Purchase Price set forth in the APA far exceeds the value that would be obtained through liquidation of the Assets. Thus, there is an articulated business justification and good, indeed compelling, business reasons for consummating the transaction prior to a plan of reorganization. Accordingly, the Debtors ask the Court to authorize the proposed sale of Assets to the Buyer free and clear of all liens, claims, encumbrances, and other interests, subject to higher and better offers in accordance with the provisions of the bid procedures approved by the Court. It is clear that the Debtors must be able to close on the transaction as soon as possible after approval of the Sale Motion by the Court in order to avoid the potential that they run out of cash and are unable to meet their basic operating expenses. Under these exigent circumstances, the Debtors ask the Court to waive the 14-day automatic stay imposed by Bankruptcy Rule 6004(h). The Purchaser can be reached at: NBR ACQUISITION RYE, LLC 15 Third Avenue Burlington, MA 01803 Attn: James C. Coughlin, Managing Member Telephone: (781) 238-4851 Facsimile: (781) 272-0846 E-mail: jim@northbridgecos.com The Purchaser is represented by: Frank A. Appicelli, Esq. CARLTON FIELDS One State Street, Suite 1800 Hartford, CT 06103 Telephone: 860-392-5015 Facsimile: 860-392-5058 E-mail: fappicelli@carltonfields.com About Sanctuary Care Sanctuary Care, LLC, is a memory assisted adult care facility located in Rockingham County, New Hampshire. Sanctuary at Rye Operations, LLC and Sanctuary Care, LLC each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Case No. 17-10590 and 17-10591) on April 25, 2017. The petitions were signed by Alice Katz, chief restructuring officer. Sanctuary at Rye disclosed assets at $382,830 and liabilities at $16,610,000. Sanctuary Care disclosed assets at $5,010,000 and liabilities at $16,050,000. The Debtors tapped Peter N. Tamposi, Esq., at The Tampose Law Group, as counsel. SEASONS PARTNERS: Taps Christopher Linscott as Accountant --------------------------------------------------------- Seasons Partners LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire an accountant. The Debtor proposes to hire Christopher Linscott, a certified public accountant, to, among other things, review its financials, provide expert testimony, and prepare expert report related to feasibility and confirmation of its plan of reorganization. Mr. Linscott will be paid on an hourly basis, with a $15,000. His rates range from $95 to $335 per hour. The retainer will be paid to Mr. Linscott on behalf of the Debtor's equity security holder, and all fees are personally guaranteed by Christian and Brett Pezzuto, who act on behalf of the Debtor's sole member through its manager. Mr. Linscott is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Seasons Partners LLC Seasons Partners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01746) on Feb. 27, 2017. The petition was signed by Christian Pezzuto, manager of Seasons Wetmore LLC. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The case is assigned to Judge Brenda Moody Whinery. Gerald Smith, Esq., John Smith, Esq., Grant Cartwright, Esq., and Cody Vandewerker, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC, serve as the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the case. SEASONS PARTNERS: Taps Steven Cole as Appraiser ----------------------------------------------- Seasons Partners LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire an appraiser. The Debtor proposes to hire Steven Cole to prepare an appraisal report of its real property and business, and provide expert testimony. Mr. Cole will be paid a flat fee of $4,750 for the preparation of the report, and an hourly fee of $200 for any additional work. Mr. Cole is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Seasons Partners LLC Seasons Partners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01746) on Feb. 27, 2017. The petition was signed by Christian Pezzuto, manager of Seasons Wetmore LLC. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The case is assigned to Judge Brenda Moody Whinery. Gerald Smith, Esq., John Smith, Esq., Grant Cartwright, Esq., and Cody Vandewerker, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC, serve as the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the case. SERVICIOS DE DESCUENTO: Taps Tamarez CPA as Accountant ------------------------------------------------------ Servicios De Descuento En Compra Inc. dba SEDECO dba The Outlet seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Tamarez CPA, LLC as accountant. The Debtor's Plan Administrator and Liquidating Trustee will rely on Tamarez CPA for general accounting, tax and financial counseling services in connection with the bankruptcy petition. More specifically, Tamarez CPA will provide assistance in the preparation of the monthly operating reports, as well as business consulting services in the development of reorganization strategies and tax preparation services. Tamarez CPA will be paid at these hourly rates: Albert Tamarez-Vasquez $150 CPA Supervisor $100 Senior Accountant $85 Staff Accountant $65 The hourly rate does not include the sales and use tax imposed by Act 72 of May 2015, currently 4% of billed fee. Tamarez CPA will also be reimbursed for reasonable out-of-pocket expenses incurred. Albert Tamarez-Vasquez assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Tamarez CPA can be reached at: Albert Tamarez-Vasquez TAMAREZ CPA, LLC P.O. Box 194136 San Juan, PR 00919-4136 Tel: (787) 795-2855 Fax: (787) 200-7912 E-mail: atamarez@tamarezcpa.com Servicios De Descuento En Compra Inc., a retailer, filed a Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 09-00832) on Feb. 6, 2009, before the Hon. Enrique S Lamoutte Inclan, and was represented by Fernando E Longo Quinones, Esq., at Berrios & Longo Law Office; and Charles A Curpill, Psc Law Office. An official committee of unsecured creditors was appointed in the case. The panel was represented by Rafael A. Ojeda Diez, Esq., and Felix M Zeno Gloro, Esq. Wigberto Lugo Mender was appointed as Chapter 11 Trustee and is represented in the case by Andres Garcia Arregui, Esq., and Eduardo J Capdevila Diaz, Esq., at Garcia Arregui & Fullana PSC. A plan was confirmed in the case on Sept. 21, 2010. SEVENTY SEVEN: Moody's Drops Caa1 CFR After PTEN Merger Closes --------------------------------------------------------------- Moody's Investors Service withdrew its ratings on Seventy Seven Operating LLC (SSO), the operating subsidiary of Seventy Seven Energy, Inc., following SSE's merger with Patterson-UTI Energy, Inc. (PTEN, unrated). PTEN repaid SSO's term loans as part of the transaction. Ratings Withdrawn: Issuer: Seventy Seven Operating LLC -- Corporate Family Rating: Caa1 -- Probability of Default: Caa1-PD -- Senior Secured Term Loan due 2020: Caa1(4/20/2017) -- Senior Secured Incremental Term Loan due 2021: Caa2(4/20/2017) RATINGS RATIONALE Please refer to the Moody's Investors Service's Policy for Withdrawal of Credit Ratings, available on its website, www.moodys.com. SHAWERMA EXPRESS: Selling Assets for $150K ------------------------------------------ Capital Investments, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of assets and the assumption of an operating lease and grounds to the potential purchasers. The Debtor filed a voluntary Chapter 11 petition on March 15, 2016 and continues to operate its business and manage its property as debtor-in-possession. The affairs of the Debtor have been managed by Dawoud Murad, who was appointed as the Debtor Designee. The Debtor's main and exclusive business activity is the operation of a restaurant in a leased facility. Prior to the filing of the petition for relief, and through the pendency of these proceedings, there has been a dispute between the two stockholders, Dawoud Murad, on the one hand, and Johni Kattan, on the other hand. The dispute does not appear to lend itself to a resolution, and may (in the absence of some form of resolution before the Court (whether through the Motion or a conversion of the proceeding)) eventually lead to the dissolution of the Debtor-corporation. The Debtor has obtained a contract to sell its assets to four individuals ("Potential Purchasers") for the price of $150,000. Incident to the proposed sale, the Debtor will assign its interest in the operating lease to the Potential Purchasers. Its obligations under the contract are expressly contingent upon approval of the Court as requested in the pleading. The proceeds of the proposed transaction will be sufficient to pay all administrative, priority, and general unsecured claims; moreover, the Debtor anticipates that the proceeds will yield an approximate, estimated dividend to Messrs. Kattan and Murad of approximately $25,000 each. The proposed sale is in the best interests of the estate in that the terms of the sale are fair and reasonable, the proposed sale terms have been property negotiated and proposed in good faith, and the Potential Purchasers are involved in an "arm's-length" transaction with the Debtor. The Court may authorize the proposed sale as Mr. Kattan, in a dissolution proceeding, could be compelled to accept a money satisfaction for his interest in the Debtor. The Debtor asks the Court to enter an Order: (i) authorizing the sale of its assets to the Potential Purchasers for the price of $150,000; (ii) authorizing the assignment of the Debtor's operating lease to the Potential Purchasers; and (iii) granting such other and further relief as may be requisite. Counsel for Debtor: John P. Forest, II, Esq. ALLRED BACON HALFHILL & YOUNG, P.C. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 352-1300 About Shawerma Express Shawerma Express, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 16-10936) on March 15, 2016, disclosing under $1 million in both assets and liabilities. The Debtor tapped John Paul Forest II, Esq., at Allred Bacon Halfhill & Young, PC, as counsel. SHELTER ISLAND: Taps Goldberg Weprin as Legal Counsel ----------------------------------------------------- Shelter Island Farms LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with their Chapter 11 cases. The Debtors propose to hire Goldberg Weprin Finkel Goldstein LLP to, among other things, represent them in a lawsuit they filed against certain entities that allegedly violated their sale contracts. The case is pending before the bankruptcy court. The hourly rates charged by the firm are: Partners $550 Associates $250 - $425 Paralegals $90 - $120 Goldberg received a retainer in the amount of $25,000 prior to the Debtors' bankruptcy filing. Kevin Nash, Esq., disclosed in a court filing that his firm is "sufficiently disinterested" to serve as the Debtors' legal counsel. Goldberg Weprin can be reached through: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway New York, NY 10036 Tel: (212)-301-6943 Fax: (212)-422-6836 Email: Tdonovan@gwfglaw.com Email: knash@gwflglaw.com About Shelter Island Farms Based in South Ozone Park, New York, Shelter Island Farms LLC, Massapequa Farms LLC, and Ferry Rd. Realty LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 17-40779 to 17-40781) on February 22, 2017. The petitions were signed by Mike Hassen, manager. At the time of the filing, Shelter Island Farms and Massapequa Farms disclosed $3.75 million in assets and $458,475 in liabilities. Ferry Rd. Realty disclosed $3 million in assets and $458,475 in liabilities. SIGEL'S BEVERAGES: Taps Candy & Schonwald as Tax Service Provider ----------------------------------------------------------------- Sigel's Beverages, L.P. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Candy & Schonwald, PLLC. The firm will assist the Debtor in the preparation of its income tax returns for calendar or fiscal year 2016. The hourly rates charged by the firm are: Members $330 Senior Accountants $250 - $300 staff accountants $125 - $200 Clerical/Administrative $100 Terrance Eckert, a certified public accountant, 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: Terrance S. Eckert Candy & Schonwald, PLLC 3116 Live Oak Street, Dallas, TX 75024 Phone: 214-826-6660 Fax: (214) 826-6925 The Debtor is represented by: Gerrit M. Pronske, Esq. Melanie P. Goolsby, Esq. Jason P. Kathman, Esq. Pronske Goolsby & Kathman, P.C. 901 Main Street, Suite 610 Dallas, TX 75202 Telephone: (214) 658-6500 Telecopier: (214) 658-6509 Email: gpronske@pgkpc.com Email: mgoolsby@pgkpc.com Email: jkathman@pgkpc.com About Sigel's Beverage Sigel's Beverage, L.P. engages in the wholesale distribution and retail of alcoholic beverages. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-34118) on October 20, 2016. The petition was signed by Anthony J. Bandiera, chief executive officer of Milan General Investments, Inc., general partner of the Debtor. At the time of the filing, the Debtor estimated $10 million to $50 million in assets and liabilities. Judge Barbara J. Houser presides over the Debtor's case. The Debtor hired Bridgepoint Consulting, LLC as financial and restructuring advisor. On December 31, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. SLEEP DOCTOR: Must File Plan, Disclosure Statement on August 14 --------------------------------------------------------------- Judge James W. Boyd of the U.S. Bankruptcy Court for the Western District of Michigan approved the stipulation between Sleep Doctor, LLC, and the U.S. Trustee with regard to setting a date by which the Debtor must file a proposed plan of reorganization and disclosure statement. The Court, thus, ordered the Debtor to file a proposed plan of reorganization and disclosure statement by August 14, 2017. About Sleep Doctor Sleep Doctor, LLC, is a mattress retailer throughout Western Michigan with 13 store locations. The majority of stores are located in West Michigan and Debtor's headquarters are in Kent County. Debtor employs approximately 49 people to market and sell it products. Sleep Doctor, LLC filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 09-05102), on April 29, 2009. The petition was signed by Roger A. Wardell, managing member. The case is assigned to Judge James D. Gregg. At the time of filing, the Debtor estimated assets at $500,001 to $1,000,000 and liabilities at $1,000,001 to $10,000,000. A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/miwb09-05102.pdf No trustee or examiner has been appointed in the Debtor's Chapter 11 case and no Committees have been appointed. SUNGEVITY INC: Creditors' Panel Hires Goldin as Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Sungevity, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Goldin Associates, LLC as financial advisor to the Committee, nunc pro tunc to March 22, 2017. The Committee requires Goldin to: (a) manage the Chapter 11 bankruptcy process, including assisting the client in evaluating and implementing strategic and tactical options throughout the proceedings; (b) review Debtors' cash management strategies and processes; (c) review Debtors' budgets, financial forecasts and business plans of the Debtors and the non-debtors, including foreign affiliates; (d) review financial aspects of motions and negotiations with other stakeholders involved in the Bankruptcy; (e) review the Debtors' Section 363 sales processes and procedures as well as assisting with identifying potential interested parties; (f) perform and review valuations, as appropriate and necessary, of the Debtors' assets; (g) review the Debtors' post-petition DIP financing arrangements and related budgets; (h) review Statement of Financial Affairs, Schedule of Assets and Liabilities and Monthly Operating Reports and other bankruptcy reporting; (i) review Debtors' claims process; (j) review and analyze financial aspects of claims that could be asserted on behalf of the estate, including, without limitation, potential causes of actions, avoidance claims and claims against current and former insiders, affiliates, lenders, professionals, and third parties; (k) analyze potential recoveries to the various creditor classes and interests under a proposed plan of reorganization; (l) assist in reviewing, evaluating and formulating proposals respecting a plan of reorganization, plan of liquidation or any other plan of distribution; (m) provide litigation support, including investigative and forensic review services as requested by the Committee; (n) review and analyze historical transactions between and among the Company's various entities, including intercompany claims with non-debtor affiliates and its insiders and affiliates; (o) upon mutual agreement of the parties, Goldin may be available to provide declarations, reports and testimony in connection with the Engagement ("Testimony"); and (p) such other additional matters as Counsel may request. Goldin will be paid at these hourly rates: Senior Managing Director/ Senior Special Advisor $900-$950 Managing Director/Senior Advisor $700-$900 Director $600-$700 Vice President $500-$600 Associate $350-$500 Analyst $300-$350 Goldin will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary Polkowitz, managing director of Goldin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Goldin can be reached at: Gary Polkowitz GOLDIN ASSOCIATES LLC 350 Fifth Avenue The Empire State Building New York, NY 10118 Tel: (212) 593-2255 Fax: (212) 888-2841 E-mail: gpolkowitz@goldinassociates.com About Sungevity Sungevity, Inc, Sungevity SD, LLC, Sungevity Development, LLC, Sungevity International Holdings, LLC and their subsidiaries and affiliates -- http://www.sungevity.com/-- provide sales, marketing, system design, installation, maintenance, financing services, and post-installation services for solar energy systems in the U.S., the U.K., and Europe. Sungevity is a privately-held technology company that, until relatively recently, was successfully pursuing growth strategies. Sungevity Inc. and three of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del., Case No. 17-10561) on March 13, 2017. The petitions were signed by Andrew Birch, chief executive officer. The Debtors estimated $100 million to $500 million in both assets and debts. Hon. Laurie Selber Silverstein presides over the case. The Debtors have tapped Morrison & Foerster LLP as general counsel; Young Conaway Stargatt & Taylor LLP as local counsel; AlixPartners LLC as financial advisor; Ducera Securities LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 22, 2017, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Sungevity, Inc., and its affiliates. SUNGEVITY INC: Panel Hires Brown Rudnick as Co-counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of Sungevity, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Brown Rudnick LLP as co-counsel for the Committee, nunc pro tunc to March 22, 2017. The Committee requires Brown Rudnick to: (a) assist and advise the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases; (b) represent the Committee at hearings to be held before the Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of the Court; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) review and analyze pleadings, orders, schedules, and other documents filed and to be filed with the Court by interested parties in these cases; advise the Committee as to the necessity, propriety, and impact of the foregoing upon these cases; and give consent or object to pleadings or orders on behalf of the Committee, as appropriate; (e) assist the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; (f) confer with the professionals retained by the Debtors and other parties in interest, as well as with such other professionals as may be selected and employed by the Committee; (g) coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in- interest in these cases; (h) participate in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiate and, if necessary or advisable, formulate a plan of reorganization for the Debtors; and (j) assist the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee's duties pursuant to section 1103 of the Bankruptcy Code. Brown Rudnick will be paid at these hourly rates: Steven D. Pohl $1,100 Sunni P. Beville $845 Christopher M. Floyed $540 Attorneys $335-$1,360 Paraprofessional $285-$420 Brown Rudnick will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven D. Pohl, member of Brown Rudnick, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court will hold a hearing on the application on May 2, 2017, at 11:00 a.m. Objections were due April 25, 2017. Brown Rudnick can be reached at: Steven D. Pohl, Esq. Sunni P. Beville, Esq. Christopher M. Floyed, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Tel: (617) 856-8200 Fax: (617) 856-8201 About Sungevity Sungevity, Inc, Sungevity SD, LLC, Sungevity Development, LLC, Sungevity International Holdings, LLC and their subsidiaries and affiliates -- http://www.sungevity.com/-- provide sales, marketing, system design, installation, maintenance, financing services, and post-installation services for solar energy systems in the U.S., the U.K., and Europe. Sungevity is a privately-held technology company that, until relatively recently, was successfully pursuing growth strategies. Sungevity Inc. and three of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del., Case No. 17-10561) on March 13, 2017. The petitions were signed by Andrew Birch, chief executive officer. The Debtors estimated $100 million to $500 million in both assets and debts. Hon. Laurie Selber Silverstein presides over the case. The Debtors have tapped Morrison & Foerster LLP as general counsel; Young Conaway Stargatt & Taylor LLP as local counsel; AlixPartners LLC as financial advisor; Ducera Securities LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 22, 2017, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Sungevity, Inc., and its affiliates. SUNGEVITY INC: Panel Taps Morris James as Counsel ------------------------------------------------- The Official Committee of Unsecured Creditors of Sungevity, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Morris James LLP as counsel to the Committee, nunc pro tunc to March 22, 2017. The Committee requires Morris James to: (a) provide legal advice and assistance to the Committee in its consultations with the Debtors relative to the Debtors' administration of its liquidation and reorganization; (b) review and analyze all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtors or third parties, advise the Committee as to their propriety, and, after consultation with the Committee, take appropriate action; (c) prepare necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Committee; (d) represent the Committee at hearings held before the Court and communicate with the Committee regarding the issues raised, as well as the decisions of the Court; and (e) perform all other legal services for the Committee which may be reasonably required in this proceedings. Morris James will be paid at these hourly rates: Jeffrey R. Waxman, Partner $545 Eric J. Monzo, Partner $450 Brenna A. Dolphin, Associate $275 Jamie Dawson, Paralegal $220 Morris James will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey R. Waxman, partner of Morris James, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court will hold a hearing on the application on May 2, 2017, at 11:00 a.m. Objections were due April 25, 2017. Morris James can be reached at: Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Fax: (302) 571-1750 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com About Sungevity Sungevity, Inc, Sungevity SD, LLC, Sungevity Development, LLC, Sungevity International Holdings, LLC and their subsidiaries and affiliates -- http://www.sungevity.com/-- provide sales, marketing, system design, installation, maintenance, financing services, and post-installation services for solar energy systems in the U.S., the U.K., and Europe. Sungevity is a privately-held technology company that, until relatively recently, was successfully pursuing growth strategies. Sungevity Inc. and three of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del., Case No. 17-10561) on March 13, 2017. The petitions were signed by Andrew Birch, chief executive officer. The Debtors estimated $100 million to $500 million in both assets and debts. Hon. Laurie Selber Silverstein presides over the case. The Debtors have tapped Morrison & Foerster LLP as general counsel; Young Conaway Stargatt & Taylor LLP as local counsel; AlixPartners LLC as financial advisor; Ducera Securities LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 22, 2017, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Sungevity, Inc., and its affiliates. SUNIVA INC: U.S. Trustee Forms 5-Member Committee ------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 27 appointed five creditors of Suniva, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Wacker Chemie AG c/o Wacker Chemical Corporation Attn: Gregory Brabec 553 Wacker Boulevard Charleston, TN 37310-0446 Tel: (423) 780-8334 Fax: (517) 264-1398 (2) Woongjin Energy Co., LTD. Attn: Inbong Jeong 37, Techno 2-ro, Yuseong-gu Daejeon, 34012, Korea Tel: 82-42-939-8023 Fax: 82-42-939-8099 (3) Guangzhou Ruxing Technology Development, Co., Ltd. Attn: David Fan 1b Ruifa Road, Huangpu District Guangzhou, China 510530 Tel: +86-20-2806-9999 Fax: +86-20-285-9995 (4) Veritiv Operating Company Attn: Darin Bell 1000 Abernathy Road, NE Building 400, Suite 1700 Atlanta, GA 30320 Tel: (770) 391-8355 (5) Heraeus Precious Metals North America Conshohocken LLC Attn: Kim Jessum 24 Union Hill Road W. Conshohocken, PA 19428 Tel: (215) 944-9983 Fax: (215) 944-9986 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Suniva, Inc. Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. -- http://www.suniva.com/-- is a manufacturer of PV solar cells with manufacturing facilities at its metro-Atlanta, Georgia headquarters as well as in Saginaw, Michigan. Impacted by Chinese manufacturers who are able to flood the U.S. market for solar cells and modules with cheap imports, on April 7, 2017, Suniva, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-10837). The case is assigned to Hon. Kevin Gross. Kilpatrick, Townsend & Stockton LLP is serving as general counsel to the Debtor. Potter Anderson & Corroon LLP is serving as Delaware counsel, with the engagement led by Stephen R. McNeill, Jeremy William Ryan. Garden City Group, LLC, is the claims and noticing agent. Suniva estimated $10 million to $50 million in assets and $100 million to $500 million in debt. SYNCHRONOSS TECHNOLOGIES: Moody's Puts B1 CFR on Review ------------------------------------------------------- Moody's Investors Service placed the credit ratings of Synchronoss Technologies, Inc. on review for downgrade, following the company's announced management changes and reduced revenue and margin guidance for 2017. The affected ratings placed on review are the B1 Corporate Family Rating ("CFR"), B1-PD Probability of Default Rating ("PDR"), and the Ba3 rating on the company's senior secured bank credit facility. The company's SGL1 rating is unchanged at this time, however, the rating could be lowered if the announced changes affect the company's short term liquidity. The ratings along with a positive outlook were assigned in connection with the company's acquisition of Intralinks Inc. earlier in 2017. RATINGS RATIONALE The ratings review is triggered by the abrupt change in management, including multiple changes in the CFO position over a short period, coming shortly after Synchronoss completed the Intralinks acquisition. In addition, the revised revenue and operating margin guidance stands to delay the expected deleveraging at the company, which supported the B1 CFR. The ratings review will also focus on any changes to the company's strategy outlined at the time of the merger and new management's commitment to future deleveraging. Following the Intralinks acquisition, Synchronoss has high adjusted debt to EBITDA leverage, at well over 6 times at closing and pro forma for the sale of the activation business. Moody's could lower the ratings at the completion of the review, if the rating agency believes that the company will not proceed along the plans it outlined at the time of the Intralinks merger, it experiences integration challenges or leverage reduction is delayed. The following ratings were placed on review for downgrade: Issuer: Synchronoss Technologies Inc. B1 Corporate Family Rating B1-PD Probability of Default Rating Ba3 (LGD 3) Senior Secured Credit Facilities Based in Bridgewater, NJ, Synchronoss is a leading provider of information and data services catering to telecom carriers and enterprise customers. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TANDOORI AT TRANSIT: Seeks to Hire Cash Realty as Auctioneer ------------------------------------------------------------ Tandoori at Transit, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire an auctioneer. The Debtor proposes to hire Cash Realty & Auctions in connection with the sale of the equipment and other personal property previously used in the operation of its restaurant business. Cash Realty will receive 10% of the gross sale proceeds. These commissions will be retained by the firm at the conclusion of each auction, subject to final allowance upon application to the court. Additionally, Cash Realty will be reimbursed for its expenses, which the firm estimates at $1,400. Eric Monahan, an auctioneer employed with Cash Realty, 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: Eric Monahan Cash Realty & Auctions 210 Sawyer Ave. Buffalo, NY 14150 Phone: 716-885-2200 Fax: 716-885-9162 Email: info@cashauction.com About Tandoori at Transit Tandoori at Transit, Inc. is based in Williamsville, New York, and operates a restaurant and banquet hall facilities serving Royal Indian cuisine. It sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10413) on March 7, 2016. At the time of filing, Tandoori at Transit estimated $50,000 to $100,000 in assets and $1 million to $10 million in debt. Ravi Sabharwal, vice-president of Tandoori at Transit, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10362) on Feb. 29, 2016. His wife, Rita Sabharwal, owns 100 percent of the stock and is the chief executive officer of Tandoori at Transit. On March 28, 2016, the court ordered the joint administration of the cases. The Debtors are represented by Daniel F. Brown, Esq., at Andreozzi, Bluestein, Weber, Brown, LLP. TRANSMAR COMMODITY: Wants June 29 Extension of Plan Exclusivity ---------------------------------------------------------------- Transmar Commodity Group Ltd. asks the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive periods during which the Debtor may file a plan and solicit acceptances of the plan by 60 days each, through and including June 29, 2017, and Aug. 28, 2017, respectively. A hearing to consider the Debtor's request is set for May 11, 2017, at 10:00 a.m. (EST). Objections to the request must be filed by May 4, 2017 at 4:00 p.m. (prevailing Eastern Time). The Debtor currently has a 120-day period to exclusively file a plan and a 180-day period to solicit acceptances to the plan. The Debtor submits that cause exists for the Court to extend the Exclusive Periods. The Debtor says that these factors all weigh in favor of granting an extension at this time: -- the Debtor's bankruptcy case is a complex case, with complicated issues, many creditors, many counterparties to commodities contracts and various affiliated entities located both domestically and around the world; -- in addition to various affiliated entities that conduct business around the world, the Debtor has assets located around the world; -- the Debtor owes its pre-petition lending group more than $360 million; -- certain affiliates of the Debtor, including Euromar Commodities GmbH, are currently in foreign insolvency proceedings, thereby adding to the complexity of the Debtor's bankruptcy case; -- since the Petition Date, the Debtor has been diligently working with its prepetition lenders and the Committee. Although the Debtor is winding down its operations, the Debtor has made significant progress in this regard in working with its pre-petition lenders and the Committee; -- over the past few weeks, the Debtor's management team, employees and advisors have been responding to the voluminous discovery requests by its pre-petition lenders; -- among other things, the Debtor has had preliminary discussions with its prepetition lenders concerning a potential liquidating plan. Further, the Debtor is advised that discussions concerning a liquidating plan have taken place between the Debtor's pre-petition lenders and the Committee; and -- at all times during the first three months of the bankruptcy case, the Debtor has acted in good faith and has been paying its debts as those debts come due. The Debtor believes that the proposed extension of exclusivity will provide sufficient additional time to allow the Debtor to negotiate with its pre-petition lenders and the Committee and formulate a confirmable Chapter 11 plan of liquidation. About Transmar Commodity Group Ltd. Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625), on Dec. 31, 2016. The Petition was signed by was signed by Peter G. Johnson, chairman, president and chief executive officer. At the time of filing, the Debtor had estimated both assets and liabilities ranging between $100 million to $500 million each. The Debtor is represented by Joseph L. Schwartz, Esq., Tara J. Schellhorn, Esq., and Rachel F. Gillen, Esq., at Riker Danzig Scherer Hyland & Perretti LLP. The Debtor has engaged Tracy L. Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J. Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, as local counsel; and GORG as German special counsel.. The Debtor has hired DeLoitte Transactions and Business Analytics LLP as its restructuring advisor; and Donlin, Recano & Company, Inc., as its claims and noticing agent. The Office of the U.S. Trustee has appointed three creditors of Transmar Commodity Group Ltd. to serve on the official committee of unsecured creditors. TRENDSETTER HR: Zurich Tries to Block Approval of Disclosures ------------------------------------------------------------- Zurich American Insurance Company and American Zurich Insurance Company filed with the U.S. Bankruptcy Court for the Northern District of Texas an objection to Trendsetter HR, LLC, et al.'s corrected amended disclosure statement in support of the Debtors' corrected amended joint consolidated plan of reorganization. The centerpieces of the Amended Plan are: (a) the Plan Funding (the reorganized Debtors' obligation to pay $4 million over five years); (b) Dan Bobst's Equity Funding of $250,000; (c) purported Plan Security posted by Dan Bobst to secure the Plan Funding; and (d) a purported auction of the Debtors' equity. Zurich complains that the Disclosure Statement fails to provide critical information related to these issues and other terms and conditions of the Amended Plan. Zurich says that the Disclosure Statement should not be approved because the Amended Plan, as described in the Disclosure Statement, is patently unconfirmable for two independent reasons. Zurich complains that: a. the Debtors' Amended Plan violates the absolute priority rule, even taking into account the Debtors' purported equity auction. In a half-hearted attempt to satisfy the "new value" exception to the absolute priority rule, the Debtors propose an equity auction with no marketing of the "auction" whatsoever and propose that the Debtors be fully in charge of the sale process. In other words, the Debtors yet again seek to favor Dan Bobst by proposing an equity sale designed to elicit no competitive bids. The Debtors' motives behind proposing the faux sale of the Debtors' equity are transparent and twofold: Dan Bobst does not want to pay market price to keep his companies, while at the same time he seeks to shield himself and his affiliated companies from avoidance action exposure from the actions that would certainly be filed by an independent creditor trust or Chapter 7 trustee; and b. the Amended Plan contains non-consensual non-debtor releases which are expressly prohibited under Fifth Circuit law. Therefore, the Amended Plan is unconfirmable as a matter of law, and the Court should deny approval of the Disclosure Statement on that basis too. The Disclosure Statement is represented by: http://bankrupt.com/misc/txnb16-34457-210.pdf As reported by the Troubled Company Reporter on April 26, 2017, the Debtors filed with the Court a disclosure statement dated April 17, 2017, in support of the Debtors' amended joint consolidated plan of reorganization. The Amended Disclosure Statement revised the estimated amount of Class 8 Unsecured Claims. Class 8 Claims are estimated between $3 million and $13.5 million. These claims are impaired by the Plan. The holders will recover 25%-75%. Zurich is represented by: Thomas A. Connop, Esq. Jonathan D. Kandelshein, Esq. LOCKE LORD LLP 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 Tel: (214) 740-8572 Fax: (214)-756-8216 E-mail: tconnop@lockelord.com jkandelshein@lockelord.com -- and -- Margaret M. Anderson, Esq. Ryan Schultz, Esq. FOX SWIBEL LEVIN & CARROLL LLP 200 West Madison Street, Suite 3000 Chicago, Illinois 60606 Tel: (312) 224-1224 Fax: (312) 224-1201 E-mail: panderson@foxswibel.com rschultz@foxswibel.com About Trendsetter HR Trendsetter HR LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.Tex. Case No. 16-34457) on November 17, 2016. The Hon. Stacey G. Jernigan presides over the case. Ackerman LLP represents the Debtor as counsel. The Debtor also hired as counsel Davor Rukavina, Esq., Thomas D. Berghman, Esq., and Jason A. Enright, Esq., at Munsch Hardt Kopf & Harr, P.C. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Daniel W. Bobst, president. Trendsetter HR's case is jointly administered with Trend Personnel Services, Inc., and TSL Staff Leasing, Inc. Trendsetter HR is the lead case. TRES AMIGOS MEXICAN: Taps Thomas Bible as Legal Counsel ------------------------------------------------------- Tres Amigos Mexican Restaurant, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Law Office of W. Thomas Bible, Jr. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and institute legal action to recover its assets. W. Thomas Bible, Esq., and Robert Wilkinson, Esq., will be paid an hourly fee of $250. Meanwhile, the hourly rate for paralegals is $105. The firm received an initial retainer in the amount of $2,315. The firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. Thomas Bible can be reached through: W. Thomas Bible, Jr., Esq. Law Office of W. Thomas Bible, Jr. 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Phone: (423) 424-3116 Fax: (423) 553-0639 Email: tom@tombiblelaw.com About Tres Amigos Mexican Restaurant Tres Amigos Mexican Restaurant, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 17-11500) on April 5, 2017. The petition was signed by Janet Hamill, owner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. TRUCK HERO: Gets Moody's B2 CFR After Fund Buys Controlling Stake ----------------------------------------------------------------- Moody's Investors Service assigned ratings to Truck Hero, Inc. including a Corporate Family Rating ("CFR") and a Probability of Default Rating at B2 and B2-PD, respectively. Truck Hero is the parent company of Tectum Holdings, Inc. The rating action follows the announcement that affiliates of CCMP Capital Advisors, LP ("CCMP") have successfully completed the acquisition of a controlling interest in Truck Hero. In a related action Moody's assigned a B1 rating to Truck Hero's proposed first lien senior secured credit facilities, including a $100 million revolving credit, a $675 million term loan; and a Caa1 to the proposed $250 million second lien senior secured term loan. The rating outlook is negative. Proceeds from the new term loans, along with equity from CCMP, rollover equity from affiliates of TA Associates (the existing owners), and rollover equity from existing management, are expected to be used to refinance the already funded acquisition of Truck Hero, and pay related fees and expenses. Ratings Assigned: Truck Hero, Inc. Corporate Family Rating, B2; Probability of Default, B2-PD; $100 million first lien senior secured revolving credit facility, B1 (LGD3); $675 million first lien senior secured term loan facility, B1 (LGD3); $250 million second lien senior secured term loan facility, Caa1 (LGD5); Outlook: Negative. The ratings of Tectum Holdings, Inc. will be withdrawn upon the completion of the transaction. RATINGS RATIONALE Truck Hero's B2 Corporate Family Rating incorporates the company's high leverage, aggressive history of acquisitions, modest revenue base, and discretionary demand nature of its narrow product portfolio. Pro forma for the transaction, debt/EBITDA at December 31, 2016 is estimated at about 8.2x (7.4x, including certain management assumptions). The company's growth over past three years has included 7 acquisitions. Yet, despite this acquisitive growth, Truck Hero's size is considered modest (at $632 million) under the Global Automotive Supplier Industry Methodology. Truck Hero manufactures truck bed covers, bed liners, and caps for the pick-up truck aftermarket, and sells truck accessory products through its online retail business. Truck Hero's portfolio of products are primarily light truck related, discretionary in nature, and not related to a vehicle's overall performance. Product demand also is partially related to new truck sales and thus is affected by economic and fuel price trends. The ratings also are supported by the company's demonstrated track record of good organic annual revenue growth at approximately 16% for the over the past three years. Truck Hero's acquisitions over the past several years have resulted in further revenue growth and a breadth of branded product offerings with well established niche product market positions. The consistent demand of pick-up trucks with 4-doors has broadened their usefulness from work related task to family travel which has supported demand for truck accessories. Truck Hero's EBITA margins over the recent years in the mid-teens are expected to continue over the intermediate-term. The negative rating outlook reflects Moody's expectation that Truck Hero's leverage will remain high for the rating category over the intermediate-term and that the opportunity to reduce debt over the near-term with modest free cash flow generation likely will be offset by acquisitions to expand product offerings. Truck Hero is expected to have a good liquidity profile over the near-term supported by a $100 million revolving credit facility and expected free cash flow generation. Pro forma for the transaction, Truck Hero is estimated to have only nominal amounts of cash on hand. FCF/Debt is anticipated to be in the high single digits as a percentage of debt over the next 12-18 months. As such, the revolving credit facility should remain unused during this time frame. The financial maintenance covenant for the senior secured credit facilities is expected to include a maximum springing first lien net leverage ratio test which is not expected to trigger over the next 12-18 months. Truck Hero's ratings could be upgraded or the outlook changed to stable if the company integrates its recent acquisitions resulting in EBITA/interest expense approaching 3.5x and Debt/ EBITDA sustained below 4.5x on a run-rate basis. Truck Hero's ratings could be downgraded if the company is unable to integrate its recent acquisitions, or if product sales decrease due to weak economic conditions, or competitive pressures. A deterioration in liquidity, or a financial policy focused on debt funded acquisitions, or shareholder distributions rather than debt reduction could also lower the company's rating. Lower ratings could arise if EBITA/interest expense is maintained at about 1.5x, or if Debt/ EBITDA is sustained at above 7.x on a run-rate basis. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Truck Hero, Inc. is a wholly-owned subsidiary of Truck Holdings, Inc. (a non-operating holding company). The company manufactures truck bed covers, bed liners, truck caps, and sells truck accessory products through its online retail business throughout the United States and Canada. Revenues for 2016 were $632 million. The company was acquired by affiliates of CCMP Capital Advisors, LP from affiliates of TA Associates. TUL INVESTMENTS: Court Rejects Disclosure Statement --------------------------------------------------- Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central District of California issued an order denying approval of the disclosure statement describing the chapter 11 plan of reorganization filed by Tul Investments, Inc. About Tul Investments Tul Investments, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Cal. Case No. 16-12869) on October 3, 2016. The petition was signed by Yuval Stelmach, president. The case is assigned to Judge Maureen Tighe. The Debtor is represented by Matthew Abbasi, Esq., at Abbasi Law Corp. At the time of the filing, the Debtor disclosed $1,500 in assets and $2.3 million in liabilities. UNILIFE CORPORATION: Taps Leydig Voit as Special Patent Counsel --------------------------------------------------------------- Unilife Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Leydig, Voit & Mayer, Ltd. as special counsel. The firm will provide legal services attendant to protecting the intellectual property of Unilife and its affiliates. The hourly rates charged by the firm are: Pamela Ruschau $500 Charles Cohen $465 Steven Courtright $350 Robert Holland $195 Leanna Bultema $195 Pamela Ruschau, Esq., a member of Leydig, disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtors and their bankruptcy estates. The firm can be reached through: Pamela J. Ruschau, Esq. Two Prudential Plaza, Suite 4900 180 North Stetson Avenue Chicago, IL 60601 About Unilife Corporation Unilife Corporation -- http://www.unilife.com-- is a U.S.-based developer and commercial supplier of injectable drug delivery systems. Unilife has a portfolio of innovative, differentiated products with a primary focus on wearable injectors. Products within each platform are customizable to address specific customer, drug and patient requirements. Unilife Corporation and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 17-10805) on April 12, 2017. The petitions were signed by John Ryan, chief executive officer. The Debtor disclosed total assets of $82.98 million and total liabilities of $201.07. Judge Laurie Selber Silverstein presides over the case. Cozen O'Connor, Esq. represents the Debtor as bankruptcy counsel. The Debtor hired SSG Advisors, LLC as investment banker, and Rust Consulting/Omni Bankruptcy as claims and noticing agent. VANGUARD NATURAL: Wants Plan Exclusivity Extended to Aug. 15 ------------------------------------------------------------ Vanguard Natural Resources, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to extend their exclusive period to file a Chapter 11 plan to Aug. 15, 2017, and their exclusive period to solicit acceptances to the Chapter 11 plan to Oct. 16, 2017. A hearing to consider the Debtors' request is scheduled for May 19, 2017, at 9:00 a.m., prevailing Central Time. Less than three months ago, Vanguard commenced these Chapter 11 cases in the midst of a liquidity crisis. Since then, Vanguard has worked to stabilize its business operations, seek new capital to fund its emergence from Chapter 11, and reach consensus with certain stakeholders on the terms of its plan of reorganization. On Feb. 25, 2017, Vanguard filed its proposed Chapter 11 plan and related disclosure statement, which have the support of substantial holders of Vanguard's prepetition Second Lien Notes and Senior Notes. Notwithstanding, Vanguard is continuing to negotiate with key stakeholders who have not yet agreed on the terms of the Plan, including the RBL Lenders. Vanguard has made substantial progress with the steering committee of the RBL Lenders and other creditor constituencies with respect to the terms and provisions of an acceptable plan. Vanguard believes that approval of the disclosure statement and confirmation of the Chapter 11 plan of reorganization are within reach. Given the large size of the Chapter 11 cases and the scope of Vanguard's business, the Debtors content that a 75-day extension of the Exclusive Periods is warranted. These Chapter 11 cases involve 14 different Debtors, business operations in 11 states, thousands of creditors, and active participation by both preferred and common equity holders. Vanguard's Chapter 11 cases -- listing total debt at more than $1.8 billion -- are some of the largest in a string of recently filed energy bankruptcy cases in the Southern District of Texas. As part of its reorganizational efforts, Vanguard is also seeking to sell certain assets, a large portion of which are subject to sale in Vanguard's recently approved motion for bidding procedures to sell assets in Glasscock County, Texas. The litigation over the Glasscock Assets has been time intensive and complex. Vanguard previously sought and obtained extensions of time to file its respective schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statement of financial affairs. The Court also granted Vanguard an extension of time in which to file for removal of civil actions. Vanguard believes that an expeditious restructuring and emergence from Chapter 11 is crucial to preserving the value of its businesses and is in the best interests of the estates and all its stakeholders. To that end, Vanguard has repeatedly demonstrated its continuing commitment toward an expeditious restructuring. Central to Vanguard's restructuring efforts was entering a Restructuring Support Agreement with holders of the Senior Notes and the Second Lien Notes, filing a plan and disclosure statement, and obtaining approval of the Backstop Commitment Agreement. Vanguard achieved those goals; however, there is still more work to do to exit Chapter 11 in the most orderly and beneficial manner to all parties in interest. The motion for extension of the Exclusivity Periods was filed by: Chris L. Dickerson, Esq. Todd M. Schwartz, Esq. PAUL HASTINGS LLP 71 South Wacker Drive, Suite 4500 Chicago, IL 60606 Tel: (312) 499-6000 Fax: (312) 499-6100 E-mail: chrisdickerson@paulhastings.com toddschwartz@paulhastings.com -- and -- James T. Grogan, Esq. Danny Newman, Esq. PAUL HASTINGS LLP 600 Travis Street, 58th Floor Houston, TX 77002 Tel: (713) 860-7300 Fax: (713) 353-2801 E-mail: jamesgrogan@paulhastings.com dannynewman@paulhastings.com About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VP LITTCO INC: Wants Interim Authorization on Cash Collateral Use ----------------------------------------------------------------- VP Littco Inc., d/b/a Glass Doctor of Peoria & Bloomington, asks the U.S. Bankruptcy Court for the Central District of Illinois for interim authorization to use cash collateral. The Debtor's primary secured lender is First-Mid Illinois Bank & Trust. First-Mid Illinois Bank & Trust holds a security interest in most of the Debtor's personal property assets, including accounts receivable and deposit accounts pursuant to a Business Manager Agreement. The Business Manager Agreement purports to be a factoring agreement providing for sale of the Debtor's accounts. However, because the Agreement requires repurchase of accounts upon demand of First-Mid Illinois if they are delinquent, the Debtor asserts that the Business Manager Agreement is a secured loan agreement. The Debtor says it needs immediate use of the cash collateral to stay a going concern. As such, the Debtor requests that it be allowed to use the accounts receivable and its deposit accounts -- other than the Reserve Account provided for by the Business Manager Agreement held in a deposit account First-Mid Illinois -- on an interim basis pursuant to the attached cash collateral budget pending a final determination of the sale/secured loan argument should First-Mid Illinois choose to raise it. The cash collateral Budget for May 2017 through October 2017 contemplates total operating expenses in the aggregate sum of $764,187. The Debtor suggests that a postpetition lien to replace the loss of any prepetition receivables and a lien against the Debtor-In-Possession deposit accounts in favor of First-Mid Illinois would be appropriate to protect First-Mid Illinois' interests. A full-text copy of the Debtor's Motion, dated April 24, 2017, is available at https://is.gd/tupoh4 A copy of the Debtor's Budget is available at https://is.gd/W2HLIS VP Littco Inc.'s counsel: Sumner A. Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton Blvd., Suite 1600 Peoria, IL 61602 Telephone: (309) 673-5535 Facsimile: (309) 673-5535 E-mail: sbnotice@mtco.com About VP Littco Inc. VP Littco Inc., d/b/a Glass Doctor of Peoria & Bloomington, operates a glass installation and repair business, for both commercial and residential customers, under a franchise agreement. VP Littco Inc. filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-80599) on April 24, 2017. Rafool, Bourne & Shelby, P.C., is serving as counsel to the Debtor. VPH PHARMACY: To Auction All Assets on May 24 --------------------------------------------- VPH Pharmacy, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the bidding procedures in connection with the sale of substantially all assets by public auction on May 24, 2017 at 10:00 a.m. (ET). The Debtor is a closed-door pharmacy that provides medications and consulting services to approximately 60 different assisted living centers, children's foster care facilities, adult foster care facilities, retirement communities and long term care facilities. For some of these facilities, medications are needed daily. As of the Petition Date, there were approximately 1,500 patients that relied on the Debtor to timely deliver their medication. The Debtor leases the building and property located at 5376 Miller Road, Swartz Creek, Michigan. The Debtor was formed in 2005. Prior to the Petition Date, the Debtor was operated by Devenkumar C. Patel who is currently serving a prison sentence in West Virginia, and therefore, cannot operate the day to day affairs of the Debtor. Prior to his incarceration, on Dec. 2, 2016, Mr. Patel and his wife, Amee Patel, executed a Durable Power of Attorney. Pursuant to the Power of Attorney, Mrs. Patel has the legal authority to act on behalf of the Debtor. Certain of the Debtor's customers are nursing homes in which Mrs. Patel has an ownership interest. Gene R. Kohut was retained as the Chief Restructuring Officer of the Debtor ("CRO") on Jan. 6, 2017. Cardinal Health 110, LLC and its affiliates alleges that it has a first-priority, secured lien on a majority of the Debtor's assets. On the Petition Date, the Debtor filed its DIP Financing Motion where it sought to borrow $150,000 from Winrose Plus Group, Inc. ("DIP Lender"). Upon a stipulation of the Debtor, Cardinal Health and other interested parties, the Court entered an order approving the financing. On Feb. 7, 2017, a revised financing order was entered. On Feb. 28, 2017, the Debtor, Cardinal Health, the DIP Lender and other interested parties entered into a stipulation ("Second Financing Order") which provided another $150,000 of financing from the DIP Lender. However, on March 6, 2017, the DIP Lender refused to provide additional funds to the Debtor, as set forth in the Second Financing Order. As a result of the DIP Lender's failure to provide additional funds, the Debtor was unable to continue its operations. Therefore, on March 13, 2017, the Debtor outsourced its business to Innovative Pharmaceutical Solutions Group, LLC solely on a temporary, interim basis in an effort to ensure patient safety and preserve accounts receivable owed by its customers to the Debtor. Notwithstanding the temporary outsourcing arrangement, all of the assets subject to the outsourcing arrangement remain property of the Debtor's estate and are subject to sale under the Motion. The Debtor continues to undertake efforts to maximize the value of its estate for the benefit of creditors. The Debtor has determined that the best method to provide the highest return to its estate and creditors is to conduct a public auction of its assets. The Debtor desires to sell its assets to the highest and best bidder pursuant to the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Purchase Price: A cash purchase price for the Purchased Assets, including a cash payment for some or substantially all of the Debtor's assets, payable in full at closing. b. Earnest Money Deposit: 10% of the proposed purchase price for the Purchased Asset c. Purchased Assets: The purchased assets may include all of the tangible and intangible assets and personal property owned by the Debtor that are used to operate and conduct the Debtor's business operations. d. Bid Deadline: May 17, 2017 e. Auction: The Auction will commence at 10:00 a.m. (ET) on May 24, 2017, and be held at the offices of Jaffe Raitt Heuer & Weiss, P.C., 27777 Franklin Road, Suite 2500, Southfield, Michigan. f. Bidding at the Auction will commence with the highest and best Qualified Bid. g. Incremental Bid Amount: $10,000 h. Sale Hearing: June 30, 2017 i. Closing: June 30, 2017 A copy of the Bidding Procedures and the Proposed Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/VPH_Pharmacy_151_Sales.pdf The Debtor submits that the procedures contemplated, and the Proposed Purchase Agreement, are in the best interest of the Debtor's estate and will increase the likelihood that the value of its assets will be maximized pursuant to the auction process. The Proposed Purchase Agreement provides for the sale of the Purchased Assets free and clear of all liens, claims and interests, with liens to transfer to proceeds of sale in the same manner and priority, and subject to the same defenses, as existed prepetition. Cardinal Health supports the relief requested. Accordingly, the Debtor asks the Court to approve the Bidding Procedures and the Proposed Purchase Agreement. The Debtor further asks that the Court schedules a Sale Hearing on the proposed sale at which it will consider entering the Sale Order approving a sale to the Successful Bidder. The Debtor has executory contracts and unexpired leases that a purchaser may deem necessary to the successful operation of the Debtor's business. Conversely, the Debtor may have contracts associated with the business or its assets that may interfere with the sale or are deemed detrimental to its estates, and upon the sale of the Purchased Assets will no longer be beneficial to the Debtor. The Debtor asks the Court to approve the assumption and assignment of Assumed Contracts and Assumed Leases. The counterparties to the Assumed Contracts and Assumed Leases will file any objections to the assumption and assignment of the Assumed Contracts and Assumed Leases or the Cure Amount at least three business days prior to the Sale Hearing. The Debtor respectfully asks that the Court: (i) approves the Bidding Procedures; (ii) schedules the Sale Hearing; and (iii) grants such other relief that is just and equitable in the matter. Time is of the essence in completing the transaction. Accordingly, the Debtor asserts that cause exists to waive the requirements of Bankruptcy Rules 6004(g) and 6006(d), and the Debtor asks that the Order approving the sale provides that it will be effective immediately and that the 14-day stay under Bankruptcy Rule 6004(h) will not apply to the sale transaction. About VPH Pharmacy, Inc. VPH Pharmacy, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-30077) on Jan. 13, 2017. The Hon. Daniel S. Opperman presides over the case. The Dragich Law Firm PLLC serves as counsel to the Debtor. Dalto Consulting, Inc., is the Debtor's financial advisor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amee Patel, attorney in fact for Devenkumar C. Patel, sole shareholder. The U.S. trustee for Region 9 on March 3, 2017, appointed three creditors to serve on the official committee of unsecured creditors. WONDERWORK INC: Seeks to Hire BDO USA as Auditor ------------------------------------------------ Wonderwork, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an auditor and tax advisor. The Debtor proposes to hire BDO USA, LLP to provide these services related to its Chapter 11 case: (a) audit the statement of financial position of the Debtor as of June 30, 2016, and related documents; (b) prepare the federal Form 990 for filing no later than May 15, 2017; and (c) consult with the Debtor regarding its auditing and tax- related services. The firm will be paid a flat fee of $120,000 for its auditing services, and $5,000 for tax-related services. For additional accounting services that are outside the scope of services to be provided by BDO USA pursuant to its agreement with the Debtor, the firm will charge these hourly rates: Partners/Directors $500 - $650 Senior Managers $400 - $500 Managers $300 - $400 Senior $220 - $300 Staff $150 - $200 Adam Cole, managing partner of Greater New York Health and Non-Profit Practices of BDO, 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: Adam Cole BDO USA, LLP 100 Park Avenue New York, NY 10017 Phone: 212-885-8000 Fax 212-697-1299 The Debtor is represented by: Aaron R. Cahn, Esq. Pamela A. Mann, Esq. Carter Ledyard & Milburn LLP 2 Wall Street New York, NY 10005 Tel: (212) 732-3200 Fax: (212) 732-3232 About Wonderwork Inc. Wonderwork, Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13607) on December 29, 2016. The petition was signed by Brian Mullaney, chief executive officer. At the time of filing, the Debtor estimated assets and liabilities of $10 million to $50 million. YESHIVAH OHEL: Unsecureds to be Paid in Full Under Five Star Plan ----------------------------------------------------------------- NY Five Star Equity Corp., a secured creditor of Yeshiva Ohel Moshe, filed a motion with the U.S. Bankruptcy Court for the Eastern District of New York to schedule a combined hearing on the adequacy of their disclosure statement and the confirmation of their proposed chapter 11 plan of reorganization. The Debtor is a not-for-profit religious corporation that operates from a building located at 7914 Bay Parkway, Brooklyn, New York 11214. The Debtor operates a synagogue with 400 to 500 congregants. In addition, the Debtor operates a school that provides general and Judaic studies to students from pre-kindergarten through eighth grade. The Debtor has not filed a plan that has been accepted by each impaired class of claims or interests. Moreover, the exclusive period within which the Debtor may file an acceptable plan expired on or about Feb. 12, 2017, and the Debtor did not seek an extension thereof. Thus, Five Star seeks the Court's approval to hold a Combined Hearing on June 27, 2017 at 10:30 a.m. (ET), or as soon thereafter as the Court's calendar permits. Five Star submits that a Combined Hearing held on or about June 27, 2017 at 10:30 a.m. (ET) will afford all parties in interest sufficient notice of the Combined Hearing and will give each party a fair opportunity to review the Five Star Plan and Five Star Disclosure Statement and, if necessary, file an appropriate objection. Under Five Star's plan, Class 4 will consist of Allowed General Unsecured Claims. Holders of Allowed Class 4 Claims will be paid the Allowed Amount in full in Cash from the New York Property Sale Proceeds that remain after payment to holders of Allowed Administrative Claims and the Allowed Claims in Classes 1, 2, and 3 in accordance with the terms of the Plan and as soon as practicable after the closing of the sale of the Property. In the event remaining Property Sale Proceeds are insufficient to satisfy the Allowed General Unsecured Claims in full, such Allowed General Unsecured Claims shall be paid in full in Cash from the Stock Sale Proceeds following a sale of some or all of the shares of stock in the Debtor's Brokerage Account. This Class is unimpaired. The Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-16-43681-129.pdf Attorneys for NY Five Star Equity Corp: Seth H. Lieberman, Esq. Eric M. Fishman, Esq. Matthew W. Silverman, Esq. PRYOR CASHMAN LLP 7 Times Square New York, NY 10036 Telephone: (212) 421-4100 Facsimile: (212) 326-0806 Yeshivah Ohel Moshe filed for chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-43681) on August 16, 2016. [^] BOND PRICING: For the Week from April 24 to April 28 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CASL 5.250 15.548 12/30/2019 A. M. Castle & Co CASL 7.000 58.000 12/15/2017 American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019 Amyris Inc AMRS 6.500 53.575 5/15/2019 Armstrong Energy Inc ARMS 11.750 55.260 12/15/2019 Armstrong Energy Inc ARMS 11.750 56.750 12/15/2019 Avaya Inc AVYA 10.500 15.375 3/1/2021 Avaya Inc AVYA 10.500 16.000 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bank of America Corp BAC 4.650 99.755 5/3/2017 Bon-Ton Department Stores Inc/The BONT 8.000 40.500 6/15/2021 CEDC Finance Corp International Inc CEDC 10.000 23.750 4/30/2018 Caesars Entertainment Operating Co Inc CZR 5.750 74.875 10/1/2017 Calvert Social Investment Foundation Inc CALVRT 1.000 97.990 5/15/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 40.500 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 40.625 5/30/2020 Cinedigm Corp CIDM 5.500 28.625 4/15/2035 Claire's Stores Inc CLE 9.000 46.250 3/15/2019 Claire's Stores Inc CLE 8.875 11.000 3/15/2019 Claire's Stores Inc CLE 6.125 41.500 3/15/2020 Claire's Stores Inc CLE 9.000 46.000 3/15/2019 Claire's Stores Inc CLE 7.750 14.375 6/1/2020 Claire's Stores Inc CLE 6.125 40.750 3/15/2020 Claire's Stores Inc CLE 9.000 46.375 3/15/2019 Claire's Stores Inc CLE 7.750 14.375 6/1/2020 Cobalt International Energy Inc CIE 2.625 38.500 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 27.938 5/1/2019 Emergent Capital Inc EMGC 8.500 42.682 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 6.500 13.500 11/15/2024 Energy Future Holdings Corp TXU 11.250 30.000 11/1/2017 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Holdings Corp TXU 10.875 29.500 11/1/2017 Energy Future Holdings Corp TXU 10.875 29.500 11/1/2017 Energy Future Holdings Corp TXU 5.550 6.500 11/15/2014 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 35.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 30.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 34.875 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 26.500 8/15/2017 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 7.875 69.563 6/15/2017 GenOn Energy Inc GENONE 9.500 61.505 10/15/2018 GenOn Energy Inc GENONE 9.500 62.188 10/15/2018 GenOn Energy Inc GENONE 9.500 62.135 10/15/2018 Global Brokerage Inc GLBR 2.250 34.000 6/15/2018 Goodman Networks Inc GOODNT 12.125 40.000 7/1/2018 Gymboree Corp/The GYMB 9.125 4.250 12/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Horsehead Holding Corp ZINC 10.500 80.250 6/1/2017 Illinois Power Generating Co DYN 7.000 32.000 4/15/2018 Illinois Power Generating Co DYN 6.300 36.625 4/1/2020 Iracore International Holdings Inc IRACOR 9.500 52.000 6/1/2018 Iracore International Holdings Inc IRACOR 9.500 52.000 6/1/2018 IronGate Energy Services LLC IRONGT 11.000 37.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 36.125 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 36.125 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 36.125 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 37.250 6/1/2020 James River Coal Co JRCC 7.875 1.383 4/1/2019 Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Levi Strauss & Co LEVI 6.875 103.529 5/1/2022 Lumbermens Mutual Casualty Co KEMPER 9.150 0.867 7/1/2026 MF Global Holdings Ltd MF 3.375 28.125 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Memorial Production Partners LP / Memorial Production Finance Corp MEMP 7.625 38.000 5/1/2021 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.521 10/1/2020 Mirant Mid-Atlantic Series B Pass Through Trust GENONE 9.125 91.500 6/30/2017 NRG REMA LLC GENONE 9.237 74.002 7/2/2017 Nine West Holdings Inc JNY 6.875 23.625 3/15/2019 Nine West Holdings Inc JNY 8.250 26.000 3/15/2019 Nine West Holdings Inc JNY 8.250 23.375 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 9.000 1/29/2020 Permian Holdings Inc PRMIAN 10.500 29.250 1/15/2018 Permian Holdings Inc PRMIAN 10.500 29.250 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 30.867 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 30.867 4/1/2021 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Qwest Corp CTL 6.500 100.374 6/1/2017 RAAM Global Energy Co RAMGEN 12.500 1.750 10/1/2015 Rex Energy Corp REXX 8.875 42.102 12/1/2020 River Rock Entertainment Authority RIVER 9.000 27.000 11/1/2018 Rolta LLC RLTAIN 10.750 22.750 5/16/2018 Samson Investment Co SAIVST 9.750 7.280 2/15/2020 SquareTwo Financial Corp SQRTW 11.625 8.000 4/1/2017 SunEdison Inc SUNE 2.375 0.938 4/15/2022 SunEdison Inc SUNE 5.000 30.000 7/2/2018 SunEdison Inc SUNE 3.375 0.938 6/1/2025 SunEdison Inc SUNE 2.000 0.938 10/1/2018 SunEdison Inc SUNE 2.750 0.938 1/1/2021 SunEdison Inc SUNE 0.250 0.938 1/15/2020 SunEdison Inc SUNE 2.625 1.125 6/1/2023 TMST Inc THMR 8.000 17.500 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 67.125 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 67.125 2/15/2018 TerraVia Holdings Inc TVIA 5.000 42.000 10/1/2019 TerraVia Holdings Inc TVIA 6.000 67.750 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Trans-Lux Corp TNLX 8.250 20.125 3/1/2012 UCI International LLC UCII 8.625 6.875 2/15/2019 Unifrax I LLC / Unifrax Holding Co FRAX 7.500 100.250 2/15/2019 Unifrax I LLC / Unifrax Holding Co FRAX 7.500 99.750 2/15/2019 Vanguard Operating LLC VNR 8.375 57.250 6/1/2019 Violin Memory Inc VMEM 4.250 7.000 10/1/2019 Walter Energy Inc WLTG 9.500 0.314 10/15/2019 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.500 0.314 10/15/2019 Walter Energy Inc WLTG 9.500 0.314 10/15/2019 Walter Energy Inc WLTG 9.500 0.314 10/15/2019 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Investment Management Corp WAC 4.500 32.250 11/1/2019 iHeartCommunications Inc IHRT 6.875 71.000 6/15/2018 iHeartCommunications Inc IHRT 10.000 83.000 1/15/2018 rue21 inc RUE 9.000 13.000 10/15/2021 rue21 inc RUE 9.000 21.050 10/15/2021 ********* 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 ***