/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170503.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 3, 2017, Vol. 21, No. 122 Headlines 5 C HOLDINGS: Wants Interim Approval on Cash Collateral Use ADAMS TRACTOR: Disclosures OK'd; Plan Hearing on June 29 ADPT DFW HOLDINGS: Taps Norton Rose Fulbright as Counsel ADVANCED MICRO: Stockholders Elect Eight Directors AHMAD SALEHZADEH: Selling White Plains Condo Apartments for $410K ALLCORP INC: Taps Robert R Redfern for Tax Services ALLEN CONSTRUCTION: Taps K. Haley & Associates as Counsel ALLY FINANCIAL: Posts $214 Million Net Income for First Quarter ALPHA NURSING: U.S. Trustee Names Thomas Mackey as PCO AMERIFORGE GROUP: S&P Lowers CCR to 'D' on Chapter 11 Filing ANDERSON SHUMAKER: Can Continue Using Cash Collateral until June 1 ARCONIC INC: Board Appoints David P. Hess as Director ASSUREDPARTNERS INC: Moody's Rates $1.1BB First-lien Term Loan B2 ASSUREDPARTNERS INC: S&P Affirms 'B' CCR Over 1st-Lien Repricing AURORA DIAGNOSTICS: S&P Cuts CCR to CC on Proposed Exchange Offer AUTO INC: Case Summary & 20 Largest Unsecured Creditors AV HOMES: S&P Affirms 'B-' CCR & Rates $300MM Unsec. Notes 'B-' BETH MBURU: Creditor Seeks Trustee Appointment, Ch. 7 Conversion BIOSTAGE INC: Stockholders OK Five Proposals at Annual Meeting BOART LONGYEAR: Chapter 15 Case Summary BOWER CONTRACTING: Taps Martinez & Associates as Accountant C & R EVENTS: Taps Adams and Reese as Legal Counsel C & S COMPANY: Randy Sugarman Appointed Chapter 11 Trustee CADILLAC NURSING: PCO Files 8th Report CATASYS INC: Files Fifth Amended Form S-1 Prospectus with SEC CLIFFS NATURAL: May Issue Add'l 15 Million Shares Under 2015 Plan CLIFFS NATURAL: Stockholders Elect 9 Directors CLIFFS NATURAL: Swings to $29.8-Mil. Net Loss in First Quarter COATES INTERNATIONAL: Gets $43,000 from Note Issuance COCRYSTAL PHARMA: Amends 2016 Form 10-K to Add Part III COPIA PARTNERS: Taps Lefkovitz as Legal Counsel CTI BIOPHARMA: Has $10.6M Est. Net Financial Standing at March 31 DAKOTA PLAINS: Files Plan of Liquidation DELCATH SYSTEMS: CEO Reports Clinical and Commercial Progress DEVOE'S MUSIC: Case Summary & 19 Largest Unsecured Creditors EASTERN STAR: Taps Arlena Jackson as Accountant EATERIES INC: Has Interim OK on $200K DIP Loan, Cash Collateral Use EMAS CHIYODA: Committee Hires Akin Gump as Bankruptcy Counsel EMAS CHIYODA: Committee Taps Alvarez & Marsal as Financial Advisors FOLTS HOME: Resident Falls Remain Ongoing Issue, PCO Says FOOTE AVENUE: Taps James Joyce as Legal Counsel GABRIELLE LAVERNE BROWN: U.S. Trustee Names Joseph Rodrigues as PCO GARY DEAN ROGERS: Selling Lubbock Property for $154K GATOR EQUIPMENT: Seeks to Refinance Regions' Debt Under New Plan GENTLEPRO HOME: Can Use CAN Capital Cash Collateral Until May 25 GEORGE STREET: Allowed to Use DBTCA Cash Collateral Until May 12 GRAFTECH INTERNATIONAL: Incurs $26.3M Net Loss in First Quarter GRAND ABBACO: Approval of Drew Dillworth as Ch. 11 Trustee Sought GREAT BASIN: Principal Amount of Series B Notes Down to $1.4M GRIER BROS: Taps Herbert C. Broadfoot as Legal Counsel GULFMARK OFFSHORE: Class A Common Stock Delisted from NYSE GYMBOREE CORP: 3 Executives Received $640,000 Retention Bonuses HAVEN CHICAGO: Wants Plan, Disclosures Deadline Extended to June 2 HAVEN REAL ESTATE: Wants June 2 Deadline for Plan, Disclosures HELIOPOWER INC: Wants to Use Sierra Nevada Solar Cash Collateral HERMAN ROSS: Creditor Seeks Trustee Appointment HIGH COUNTRY FUSION: Case Summary & 18 Top Unsecured Creditors HUNTWICKE CAPITAL: Amends Oct. 31 2016 Form 10-Q to Correct Errors I.O. METRO: May 8 Meeting Set to Form Creditors' Panel IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offer Anew JIM HANKINS: Lesikar Buying All Assets for $560K KE KAILANI: Case Summary & 8 Unsecured Creditors KING & QUEEN: Hires John C. Gordon as Counsel LAW-DEN NURSING: Patient Care Ombudsman Files 5th Report LIGHTING SCIENCE: Craig Cogut Reports 92.3% Stake as of April 24 LIGHTING SCIENCE: Sold $4.4 Million Securities to LSGC III LOUISIANA CRANE: CBSL Seeks Rejection of Disclosure Statement LOUISIANA CRANE: DLL Wants Disclosure Statement Rejected LOUISIANA CRANE: Siemens Financial Objects to Disclosure Statement LSB INDUSTRIES: Robotti Reports 8.2% Stake as of April 17 LTI HOLDINGS: Moody's Rates New $805-Mil. Secured Loans 'B2' MICROVISION INC: Signs $24M Deal with Technology Company MILK HOUSE: Case Summary & Unsecured Creditor MOIN LLC: Plan to be Funded from Operation Revenues MONDO WINE: Taps Linda Hamilton as Accountant MRI INTERVENTIONS: Reports 44% Increase in Revenue for Q1 MRI INTERVENTIONS: Signs License Agreement with Acoustic NAKED BRAND: Incurs $10.8 Million Net Loss in Fiscal 2017 NEW JERSEY MICRO-ELECTRONIC: Case Summary & 10 Unsecured Creditors NEXT GROUP: Will Sell Back AIM to DKM for $1 NICE CAR: Seeks Interim Authorization on Cash Collateral Use NICK STELLEY: Committee Taps Young Cotter as Legal Counsel NOTIS GLOBAL: Removes Marcum LLP as Accountants ONTARIO CENTURY: Sale of Chicago Condo Unit to Marc for $884K OK'd PENICK PRODUCE: Wants to Use BancorpSouth Cash Collateral PERFORMANCE SPORTS: Canadian Monitor Files 8th Report PHARMACOGENETICS DIAGNOSTIC: Can Use SYB Cash Until June 30 PLANDAI BIOTECHNOLOGY: EMA Financial Holds 4.9% Stake as of Dec. 31 PRESIDIO INC: S&P Raises CCR to 'B+' on Lower Leverage PRESSURE BIOSCIENCES: Issues $250,000 Debenture to Bellridge PUERTO RICO: Could Be Headed for Largest Public Sector Bankruptcy ROBERT BRUNNER: Eric E. Bononi Named Chapter 11 Trustee ROBINSON OUTDOOR: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee SANCTUARY CARE: Seeks Interim Authority to Use Cash Collateral SCIENTIFIC GAMES: Reports $100.8 Million Net Loss for 1st Quarter SEQUA CORP: S&P Lowers CCR to 'SD', Off CreditWatch Negative SHEFFIELD AVENUE: Has Interim OK to Use Cash Collateral Thru May 12 SMITH FARM: Northstar Bank to Get $14,069.49 per Month Under Plan SOUTHCO ENTERPRISES: Case Summary & 13 Largest Unsecured Creditors SUNEDISON INC: Seeks OK of JPY1.59BB Settlement With BCPG LLC SUNEDISON INC: Selling Interests in 352 Energy Projects for $7.8M SUNEDISON INC: Selling Interests in 80 Energy Projects for $3.8M SUNRISE TRUCKING: Case Summary & 11 Unsecured Creditors TOWN SPORTS: Current Cash Will Be 'Sufficient' for at Least 1 Year US DATAWORKS: Case Summary & 9 Largest Unsecured Creditors USG CORP: Fitch Rates New $500MM Sr. Unsecured Notes 'BB+/RR2' USG CORP: Moody's Rates Proposed $500MM Sr. Unsecured Notes Ba2 USG CORP: S&P Gives BB+ Rating on New $500MM Unsec. Notes Due 2027 WEST SEATTLE LODGE: Taps Marc Stern as Legal Counsel WESTMORELAND RESOURCE: GP Declares Distributions for Q1 2017 WEX INC: Moody's Revises Outlook to Stable & Affirms Ba3 CFR WONDERWORK INC: U.S. Trustee Directed to Appoint Ch. 11 Examiner WTE S&S AG: Can Continue Using Cash Collateral Through June 3 YOU'RE PUTTING ME: Taps Thompson Law Group as Legal Counsel ZOOMPASS HOLDINGS: MNP LLP Raises Going Concern Doubt ********* 5 C HOLDINGS: Wants Interim Approval on Cash Collateral Use ----------------------------------------------------------- 5 C Holdings, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to use cash collateral on an interim basis. The Debtor intends to file a Plan of Reorganization and operate its business as part of its Chapter 11 case. The Debtor proposes to use the profit generated by its business to fund its Plan of Reorganization. In the interim, the Debtor needs to use cash collateral to pay expenses incurred by it in the normal course of its business, specifically from Petition Date through December 31, 2017 consistent with Budget. The Budget reflects income of $1,110,000 and expenses of $1,042,525 from April 2017 through December 2017. The Debtor believes that the items included in the Budget are necessary to the continued operation of its business, which includes payments of $1,000 per month to Tri Counties Bank on its secured claim and $12,000 per month to other secured creditors. The Debtor submits that the use of cash collateral will permit the Debtor to operate its business and conduct its reorganization efforts without interruption or delay. Otherwise, the Debtor will not be able to operate its business or conduct its reorganization without use of cash collateral. The Debtor is indebted to Tri Counties Bank in an outstanding balance of approximately $50,213, which is secured by the Debtor's personal property including equipment, machinery, accounts receivable, deposit accounts and other personal property. The Debtor asserts that the value of Tri Counties Bank's collateral is $472,757 as of April 25, 2017. The Debtor will provide Tri Counties Bank with replacement lien on postpetition assets of the like, kind and to the same extent as existed before the Debtor filed its Chapter 11 case. Additionally, the Debtor will make adequate protection payments of $1,000 per month to Tri Counties Bank and comply with all non-monetary requirement included in its agreements with Tri Counties Bank such as maintaining and insuring Tri Counties Bank's collateral. A hearing on the Debtor's use of cash collateral will be held on May 10, 2017 at 1:30 p.m. A full-text copy of the Debtor's Motion, dated April 25, 2017, is available at http://tinyurl.com/m32fozb 5 C Holdings, Inc. is represented by: Leonard K. Welsh, Esq. Law Offices of Leonard K. Welsh 4550 California Avenue, Second Floor Bakersfield, CA 93309 Telephone: (661) 328-5328 Telephone: (661) 760-9900 Email: lwelsh@lkwelshlaw.com About 5 C Holdings, Inc. 5 C Holdings, Inc. owns and operates a drilling and oilfield service business. The Debtor was incorporate in March 2009 and operates its business in the State of California. Cami Hogg is the sole officer, director and shareholder of the Debtor. Mrs. Hogg's husband, Casey, is employed by the Debtor. Mr. and Mrs. Hogg have forty years of experience in the petroleum business. 5 C Holdings, Inc. filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-11591), on April 25, 2017. The case is assigned to Judge Fredrick E. Clement. The Debtor is represented by Leonard K. Welsh, Esq. at the Law Offices of Leonard K. Welsh. ADAMS TRACTOR: Disclosures OK'd; Plan Hearing on June 29 -------------------------------------------------------- The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida has approved Adams Tractor & Landscaping Services, Inc.'s disclosure statement dated Feb. 17, 2017, referring to the Debtor's plan of reorganization. A confirmation hearing will be held on June 29, 2017, at 1:30 p.m. Any objections to the plan confirmation must be filed seven days before the hearing. June 15, 2017, is fixed as the last day for filing written acceptances or rejections of the Plan. About Adams Tractor & Landscaping Services Adams Tractor & Landscaping Services, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-03191) on Aug. 22, 2016. The Debtor is represented by Thomas C. Adam, Esq., at Adam Law Group, P.A. The Debtor is a Florida Corporation in St. Augustine, Florida. The Debtor's primary business includes the design and installation of commercial and residential landscapes, excavation, waste and debris hauling, and related services. ADPT DFW HOLDINGS: Taps Norton Rose Fulbright as Counsel -------------------------------------------------------- ADPT DFW Holdings LLC seeks authorization from the US Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Norton Rose Fulbright US LLP as counsel. Professional services to be rendered by the counsel are: (a) providing advice to the Debtors with respect to their powers and duties as debtors in possession in the continued operation of their businesses and the management of their properties; (b) preparing, on behalf of the Debtors, applications, motions, answers, orders, reports, memoranda of law, and other papers in connection with the chapter 11 cases; (c) representing the Debtors in negotiations with creditors, equity holders, joint venture partners, and parties in interest, including governmental agencies and authorities; and (d) performing other necessary or appropriate legal services in connection with the chapter 11 cases. NRFUS and the Debtors have agreed that the standard rate structure utilized by the Firm will apply to fees charged in connection with this case. Generally, the Counsel's hourly billing rates for domestic offices range from $550 to $1,125 for partners; from $420 to $820 for senior associates; from $475 to $940 for senior counsel; from $220 to $850 for counsel; from $210 to $760 for associates; from $270 to $460 for patent agents; from $655 to $1,150 for of counsel; from $150 to $465 for paralegals; and from $210 to $415 for senior paralegal. Louis R. Strubeck, Jr., partner at the law firm of Norton Rose Fulbright US LLP, attests that NRFUS is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. The Firm can be reached through: Louis R. Strubeck, Jr., Esq. Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201-7932 Telephone: (214) 855-8000 Facsimile: (214) 855-8200 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 MICRO: Stockholders Elect Eight Directors -------------------------------------------------- Advanced Micro Devices, Inc., held its 2017 annual meeting of stockholders on April 26 at which the stockholders: (a) elected John E. Caldwell, Nora M. Denzel, Nicholas M. Donofrio, Joseph A. Householder, Michael J. Inglis, John W. Marren, Lisa T. Su and Ahmed Yahia to the Company's Board of Directors; (b) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 30, 2017; (c) approved the amendment and restatement of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan; (d) approved the Advanced Micro Devices, Inc. 2017 Employee Stock Purchase Plan; (e) approved, on a non-binding basis, the compensation of the Company's named executive officers; and (f) recommended, on a non-binding basis, that the stockholder advisory vote on compensation paid to the Company's named executive officers should continue to occur every year. Based on these results, the Board has decided that the Company will continue to hold a non-binding advisory vote on the compensation of the Company's named executive officers every year. The Company is required to hold a stockholder advisory vote on frequency at least once every six years. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., (NASDAQ:AMD) is a global semiconductor company. AMD -- http://www.amd.com/-- offers x86 microprocessors, as a standalone central processing unit (CPU) or as incorporated into an accelerated processing unit (APU), chipsets, and discrete graphics processing units (GPUs) for the consumer, commercial and professional graphics markets, and server and embedded CPUs, GPUs and APUs, and semi-custom System-on-Chip (SoC) products and technology for game consoles. AMD incurred a net loss of $497 million for the year ended Dec. 31, 2016, following a net loss of $660 million for the year ended Dec. 26, 2015. * * * In March 2017, S&P Global Ratings said it raised its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices to 'B-' from 'CCC+'. "Our upgrade reflects our view of the Company's capital structure as sustainable following a series of deleveraging transactions, a return to revenue growth, and improving, if still weak, profitability," said S&P Global Ratings credit analyst James Thomas. In March 2016, Fitch Ratings downgraded and withdrew the ratings for AMD including the Long-term Issuer Default Rating (IDR) to 'CCC' from 'B-'. Fitch has withdrawn AMD's ratings for commercial reasons. The downgrade reflects prospects for negative free cash flow (FCF) over the intermediate term and the consequent liquidity issues and refinancing risk that could develop as the 2019 and 2020 debt maturities approach. AHMAD SALEHZADEH: Selling White Plains Condo Apartments for $410K ----------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on May 23, 2017 at 10:00 a.m. to consider Ahmad Salehzadeh's sale of his right, title and interest in two condominium apartments and the rights appurtenant thereto, located at 312 Main Street, White Plains, New York: (i) apartment 3C to Amir Hanna for $205,000 and (ii) 5C to Akrim Wassef for $205,000. The Debtor owns the two Condo Apartments at 312 Main Street in White Plains, New York, a building known as "The Wellington." Neither the Debtor nor any of his family members occupies either o the Condo Apartments. The Condo Apartments were purchased as investments. Apartment 3C is a two-bedroom, one-bathroom condominium apartment. There is no mortgage-lien on the Apartment. The sale price is $205,000. The Debtor has no relationship with Mr. Hanna except with respect to the purchase agreement for Apartment. Apartment 5C is also a two-bedroom, one-bathroom condominium apartment. The sale price is $205,000. The Debtor has no relationship with Mr. Wassef except with respect to the purchase agreement for Apt. 5C. JP Mortgage Chase holds a mortgage on Apt. 5C with a principal balance due of approximately $120,000 which will be paid off with accrued interest through the date of Closing at the Closing. The Apartments will be transferred free and clear of all liens. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Ahmad_Salehzadeh_140_Sales.pdf The Debtor's assets other than his residence consist chiefly of interests in various Subway franchises and six apartments in White Plains, including the two the Condo Apartments that are the subject of the Application. The Debtor's financial reversals were caused by a combination of factors, most notably setbacks in his business, tax issues based upon an audit and the general downturn in the economy. The Debtor's only other significant asset is his home in Greenwich, Connecticut where he resides with his extended family. The Debtor has entered into a loan modification with Nationstar Mortgage, LLC to reduce the burden of his monthly mortgage-payments, which the Court approved on Nov. 14, 2016. The Debtor is submitting an amended plan of reorganization, the disclosure statement for which is to be submitted so as to be heard by the Court on the same day as the Motion. The Plan is proposed jointly by the Debtor and the five of his corporations that have filed their own bankruptcy petitions and is predicated upon the sale of all six of the Apartments and of each of the five Subway franchisees. As to the Condo Apartments, the Plan assumes that they are sold and the net proceeds of sale are included in the Debtor's Estate before it is consummated. The Debtor is making a separate application made returnable as the same day as the Motion for the Court's approval of his sale of three other apartments (in the form of shares in a co-operative association), at 10 Franklin Avenue, White Plains. The Debtor intends to use the proceeds of their sales to finance the Plan. The sales will garner proceeds that are greater than the liens upon the respective Condo Apartments, and the proceeds will at closing be paid to pay off all lien-holders and extinguish all of their liens. After paying off the obligations that underlie the respective liens and all customary closing-costs, including recording fees and attorney's fees, as well as the 5% brokerage commissions which are subject to Court approval, the proceeds of the sales will be cash in the Estate for distribution as provided for in the Plan. The prices at which he proposes to sell them are, he believes, fair, the product of substantial efforts to get the highest price possible. Under all of the circumstances, it is the Debtor's judgment that selling the Condo Apartments pursuant to the terms of the proposed sales, are in his best interests and in the best interests of the Estate. Accordingly, the Debtor respectfully asks the Court to approve the relief sought. The Purchasers can be reached at: Amir Hanna Akram Wassef 352 Dowling Drive Yorktown Heights, NY 10598 The Purchasers are represented by: Frank J. Peters, Esq. 520 North State Road Briarcliff Manor, NY 10510 Ahmad Salehzadeh sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-22666) on May 14, 2014. ALLCORP INC: Taps Robert R Redfern for Tax Services --------------------------------------------------- Allcorp Inc. seeks approval from the US Bankruptcy Court for the Eastern District of Arkansas, Little Rock Division, to employ Robert R. Redfern, CPA, PA, to provide tax preparation services annually. The Debtor will pay Redfern a flat fee of $6,000.00 annually for the preparation and filing of the corporate income tax return for the Debtor. Robert R. Redfern attests that neither he or his firm holds nor represents any interest adverse to the debtor or the estate in the matter in which they are to be engaged. The Accountant can be reached through: Robert R. Redfern, CPA, PA Robert R Redfern CPA & Co 908 East 8th Street Danville, AR 72833 Phone: (479) 641-7207 About Allcorp Inc Allcorp, Inc., based in Little Rock, AR, filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 16-13943) on July 27, 2016. The Hon. Phyllis M. Jones presides over the case. Stanley V. Bond, Esq., at Bond Law Office, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Alexander P. Golden, IV, president. ALLEN CONSTRUCTION: Taps K. Haley & Associates as Counsel --------------------------------------------------------- Allen Construction International, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire K. Haley & Associates, LLC. The firm will represent the Debtor in nine civil cases pending in the Connecticut state court. Karen Haley, Esq., will charge an hourly fee of $200 for her services while the firm's support staff will charge $100 per hour. Ms. Haley disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Karen Haley, Esq. K. Haley & Associates, LLC 36 Trumbull Street New Haven, CT 06511 About Allen Construction International Based in Milford, Connecticut, Allen Construction International, LLC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30134) on Feb. 1, 2017. In its petition, the Debtor disclosed $3.64 in assets and $361,517 in liabilities. The petition was signed by Jesse Allen, managing member. Judge Ann M. Nevins presides over the case. Joseph J. D'Agostino, Jr., LLC serves as the Debtor's bankruptcy counsel. No trustee, examiner or committee has been appointed in the Debtor's case. ALLY FINANCIAL: Posts $214 Million Net Income for First Quarter --------------------------------------------------------------- Ally Financial reported first quarter 2017 financial results for the quarter ended March 31, 2017. Net income for the third quarter was $214 million, compared to net income of $250 million for the first quarter of 2016, as increased net financing revenue from the loan portfolio was offset by declines in net lease revenue and increases in provision expense for loan loss and non-interest expense. Net financing revenue, including $16 million of OID, improved to $979 million, up $28 million from a year ago, due to the expansion of retail loan and commercial margins as well as higher volumes. Noninterest expense up $68 million from a year ago, largely driven by higher weather losses in the insurance business and expenses related to the addition and integration of Ally Invest and Clearlane, and the growth of Ally's direct-to-consumer mortgage offering. NIM of 2.60%, including OID of 4 bps, up 1 bp year-over-year and up 4 bps quarter-over-quarter. Excluding OID, NIM was 2.64%, improving 1 bp year-over-year, as a result of higher asset yields. Other revenue increased $20 million year-over-year driven by asset sales and contributions from the corporate finance and Ally Invest businesses. Provision expense increased $51 million year-over-year largely due to the continued shift to originate a more profitable full credit spectrum portfolio mix. Auto originations for the quarter totaled $8.9 billion, roughly flat from $9.0 billion a year ago. Annualized net charge-offs increased year-over-year to 86 bps, driven by a 46 bps increase in retail auto net charge-offs. Ally Chief Executive Officer Jeffrey Brown commented on the financial results: "In the first quarter, Ally continued to execute on its strategic objectives while navigating shifting auto industry dynamics and investing for the future. We posted solid profitability in the first quarter, but it fell short of our expectations of delivering strong year-over-year earnings growth given softer used vehicle values and higher insurance weather losses." "We continue to approach the auto market in a thoughtful and cautious manner, and remain constructive with respect to market opportunities we see to further improve portfolio risk-adjusted returns. We're mindful of an environment where new vehicle sales are plateauing, used vehicle prices are declining and credit losses are increasing. These dynamics have been incorporated into our planning for some time, as well as our plan to deliver strong earnings growth given significant positive offsets such as increasing asset yields, creating a more efficient funding base, and diversifying and expanding our consumer and commercial product mix." "The Ally banking and deposit franchise continues to excel as we posted record first quarter total deposit growth of $5.5 billion, including $3.4 billion of retail. This consistent deposit growth adds customers to the Ally family, reduces the need to refinance high-cost unsecured maturities and remains an important driver of EPS growth." "We remain centered around our plan to deliver attractive long-term shareholder returns. Key ingredients include a 15% Adjusted EPS compound annual growth rate, 12% Core ROTCE, significant distributions to shareholders and demonstrating the value of the Ally digital banking brand through diversification and smart asset growth." Ally recently introduced Clearlane, an online auto lender exchange, expanding Ally's direct-to-consumer capabilities and providing an end-to-end digital platform for consumers seeking financing and dealers looking to drive online sales. Clearlane enhances and builds upon the platform acquired with the purchase of BlueYield in 2016. Ally's online brokerage and digital wealth management franchise, which is being rebranded from TradeKing to Ally Invest, is on track for a second quarter public launch, delivering customers a unique and integrated banking and wealth management platform, with both self-directed and managed investment products. Ally Home Loans, Ally's direct-to-consumer mortgage business, broadened its product suite in the first quarter with the addition of the HomeReady mortgage loan, a Fannie Mae product designed to serve creditworthy, low- to moderate-income borrowers. The Ally CashBack Credit Card program, a co-brand consumer product, was introduced in June 2016. Performance continues to be in line with expectations and the Ally CashBack Credit Card remains a key component of Ally's digital consumer product suite. Ally hired an experienced team in the healthcare real estate space in the first quarter as the corporate finance business continues to make strategic investments in sectors with strong competitive dynamics and attractive risk-adjusted return opportunities. Pre-tax income of $288 million was $49 million lower year-over-year. Results reflect a modest decline in net financing revenue driven by lower lease gains, higher provision expense and higher noninterest expense as the company continues to invest and diversify its auto business while executing on its strategy of serving as a full credit spectrum lender to Ally's more than 18,000 dealer relationships nationwide. Net financing revenue was approximately $4 million lower year-over-year as declines in net lease revenue were largely offset by increases in retail and commercial revenue. The net lease yield declined to 5.71%, 4 bps lower quarter-over-quarter and 95 bps lower year-over-year. Provision expense was $7 million lower quarter-over-quarter due to seasonality and up $59 million year-over-year as Ally continues to grow and optimize its auto business by focusing on risk-adjusted returns. Estimated retail auto originated yieldsB increased 86 bps over two years from 5.3% in 1Q 15 to 6.1% in 1Q 17. Consumer originations of $8.9 billion with 85% funded through Ally Bank, up from 75% in the first quarter of 2016. Used volume at $4.2 billion or 48% of total originations. Originations also included $3.7 billion of new retail and $0.9 billion of leases. Auto earning assets up $2.8 billion year-over-year to $115.0 billion as growth in the commercial and retail auto portfolios outpaced declines in operating lease assets. Commercial earning assets up $4.6 billion year-over-year to $38.9 billion driven by higher dealer inventories and vehicle mix shift. Pre-tax income of $40 million in the quarter, down $10 million from a year ago, with higher insurance premium income from price increases and higher floorplan balances more than offset by weather losses in late March that were $16 million higher year-over-year. Total investment income was $35 million, up $1 million from the prior year period, and up $3 million quarter-over-quarter. Written premiums were up $18 million year-over-year at $240 million, with rate increases offsetting the continued shift toward dealer reinsurance. Pre-tax income of $9 million in the quarter, compared to $2 million in the prior year period. Net financing revenue was up $14 million year-over-year to $34 million, with total assets up $0.9 billion in the past year driven by bulk mortgage purchases. Non-interest expense increased $9 million year-over-year as the result of asset growth and the expansion of Ally's direct-to-consumer mortgage product which launched in fourth quarter 2016. Provision expense declined by $2 million year-over-year to $1 million, reflecting favorable credit performance, while provision expense was $9 million higher quarter-over-quarter given the reserve release in fourth quarter 2016. Pre-tax income of $25 million in the quarter, compared to $11 million in the prior year period. Net financing revenue up $6 million year-over-year to $34 million driven by continued asset growth, with total assets of $3.4 billion, up from $2.8 billion in the prior year. Total other revenue was up $12 million year-over-year driven by equity investment gains and continued strong loan syndication and fee income. Paid a third consecutive $0.08 per share quarterly common dividend and executed $169 million of share repurchases, including shares withheld to cover income taxes on employee share-based incentive compensation. Ally's board of directors approved a $0.08 per share dividend for the second quarter. Total equity of $13.4 billion at quarter-end, compared to $13.3 billion at the end of the prior quarter. Preliminary fully phased-in Basel III Common Equity Tier 1 (CET1) capital ratioC increased to 9.3% as a result of continued profitability and deferred tax asset utilization. Consolidated cash and cash equivalents of $4.3 billion at quarter-end, down from $5.9 billion at the end of the fourth quarter. Included in this quarter's cash balance are $2.1 billion at Ally Bank and $0.5 billion at the insurance subsidiary. Approximately $2.6 billion in unsecured debt matured in the quarter. U.S. auto term securitizations totaled approximately $3.0 billion for the quarter, including Ally's first floorplan securitization since 2015. Additionally, during the quarter, Ally renewed approximately $1.25 billion in credit facilities. Approximately 75% of Ally's total assets and 85% of total consumer auto originations were funded at Ally Bank in the first quarter. Deposits now represent approximately 58% of Ally's funding portfolio, improving from 51% a year ago. Retail deposits at Ally Bank increased to $70.0 billion at quarter-end, up $3.4 billion for the quarter and up $11.0 billion year-over-year, with growth predominately being driven by savings products. Total deposits increased $5.5 billion quarter-over-quarter, including $1.0 billion of higher deposits from Ally Invest. Deposit customer base grew 15% year-over-year, totaling nearly 1.3 million customers at quarter-end, while adding 56,000+ customers over the prior quarter, the highest quarterly customer growth in four years. Average customer balance ended the quarter at $54.9 thousand. Millennials continue to comprise the largest generation segment of new customers at 55%. A full-text copy of the press release is available for free at: https://is.gd/lIcVR5 About Ally Financial Inc. Ally Financial Inc. (NYSE: ALLY) is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. * * * As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it revised its outlook on Ally Financial to stable from positive and affirmed the 'BB+' long-term issuer credit rating. "The revised outlook reflects weakening credit conditions in the vehicle finance industry, in our view, which represents the majority of Ally's business," said S&P Global Ratings credit analyst Matthew Carroll. As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed Ally Financial's Long-Term Issuer Default Rating at 'BB+', Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer lending-focused internet banks, which comprises four publicly rated firms. As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALPHA NURSING: U.S. Trustee Names Thomas Mackey as PCO ------------------------------------------------------ Judy A. Robbins, the United States Trustee, notified the U.S. Bankruptcy Court for the Western District of Texas of the appointment of Thomas A. Mackey, PhD, APRN-BC, FAAN FAANP, as the Patient Care Ombudsman for Alpha Nursing & Therapy, LLC. The U.S. Trustee's Notice of Appointment was made pursuant to the Order dated April 24, 2017, directing the appointment of a PCO for the Debtor. Mr. Mackey will be paid at an hourly rate of $350.00 per hour. Mr. Mackey, a licensed nurse practitioner, assured the Court that he is a "disinterested person" as the term is defined under the Bankruptcy Code. Thomas Mackey can be reached at: Thomas A. Mackey, PhD, APRN-BC, FAAN FAANP 2883 Palomino Springs Bandera, Texas 78003 Email: tmackey70@gmail.com Alpha Nursing & Therapy, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 17-50668) on March 24, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Johnny W. Thomas, Esq. AMERIFORGE GROUP: S&P Lowers CCR to 'D' on Chapter 11 Filing ------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Houston-based oilfield services company Ameriforge Group Inc. d/b/a AFGlobal Corp. to 'D' from 'CCC-'. At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'D' from 'CCC-'. The '4' recovery rating is unchanged, indicating S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery of principal in the event of a payment default. S&P also lowered its issue-level rating on the company's second-lien debt to 'D' from 'C'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible (0%-10%, rounded estimate: 5%) recovery of principal in the event of a payment default. S&P then withdrew all ratings on Ameriforge at the company's request. The 'D' ratings reflect Ameriforge's announcement that it has filed for protection under Chapter 11 under the U.S. Bankruptcy Code, where it will implement a negotiated settlement with bondholders and lenders. ANDERSON SHUMAKER: Can Continue Using Cash Collateral until June 1 ------------------------------------------------------------------ Judge Donald R Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois inked a Third Interim Order authorizing Anderson Shumaker Company to use the cash collateral of Associated Bank, N.A. and Forest Park National Bank & Trust Co. The Debtor is authorized to use cash collateral solely in accordance with the Third Interim Order and the approved Budget. The approved Budget during the week ending April 22, 2017 through week ending June 2, 2017 reflects total expenses of approximately $1,853,897. The Debtor is directed to maintain authorized cash collateral only in accounts with Associated Bank. However, the Debtor is authorized to maintain no more than $10,000 in its account with Forest Park National Bank & Trust Co., and directed to transfer immediately any funds above such amount to the Debtor's operating account maintained with Associated Bank. Associated Bank has previously made loans and other financial accommodations to the Debtor. The Debtor is indebted and liable to Associated Bank in the aggregate principal amount of at least $11,086,103, as of the Petition Date. As security for the payment of the Debtor's obligations, Associated Bank has been granted security interests in and liens upon the mortgaged premises, and all or substantially all of the Debtor's tangible and intangible personal property and assets. As such, Associated Bank holds a valid, duly perfected, first-priority liens upon and security interest in and to all of the cash of the Debtor derived from the Prepetition Liens to the extent of its prepetition liens. Associated Bank is granted a replacement lien in the prepetition collateral and in the post-petition property of the Debtor, of the same nature and to the same extent and in the same priority it had in the prepetition collateral, and to the extend such liens and security interests extend to the property. Associated Bank is also granted an additional continuing valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interest in and lien on all cash or cash equivalents of the Debtor. In addition, Associated Bank will be deemed to have an allowed superpriority adequate protection claim to the extent that the adequate protection lien will not adequately protect its interest against the diminution in value of the prepetition collateral. The replacement and adequate protection liens and superpriority adequate protection claim will be subject to the Carve-Out, which consists of: (a) the unpaid fees of the Clerk of the Bankruptcy Court or District Court, and the U.S. Trustee; and (b) the aggregate allowed unpaid fees and expenses payable to professional persons retained pursuant to Court Order by the Committee in an amount not to exceed $25,000. The Debtor is directed, among other things, to: (a) furnish Associated Bank and the Committee with all financial data and documents required under the Prepetition Loan Documents; (b) provide Associated Bank and the Committee with a weekly actual-to-budget report for the prior week; (c) provide Associated Bank and the Committee with current accounts receivable aging, inventory and accounts payable reports; (d) maintain and pay premiums for insurance to cover the collateral from fire, theft, and water damage, and maintain the collateral in good repair; (e) make available to Associated Bank evidence of that which constitues its collateral or cash collateral; (f) timely file with the Court all monthly operating reports required under the Code; and (g) permit Associated Bank to inspect the Debtor's books and records. The Debtor is authorized to use the cash collateral until the earliest to occur of: (a) June 1, 2017; (b) the conversion of any of the Debtor's bankruptcy case to a case under Chapter 7 of the Bankruptcy Code; (c) the appointment of a trustee or examiner or other representative with expanded powers for any Debtor; (d) the occurrence of the effective date or consummation of a plan of reorganization; (e) the Debtor's non-compliance with any term or provision of the Third Interim Order and the Debtor's failure to cure such non-compliance; or (f) the filing of any adversary proceeding by the Debtor or the Committee against either of Associated Bank and Forest Park Bank, or an adversary proceeding challenging the validity, enforceability or priority of the prepetition liens, prepetition loan documents or prepetition loan debt by any party in interest. The hearing to consider entry of a final order on the use of cash collateral will take place on May 30, 2017 at 10:00 a.m. The objection deadline has been set on May 28, 2017. A full-text copy of the Third Interim Order, dated April 26, 2017, is available at http://tinyurl.com/mlb96ag About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. The petition was signed by Richard J. Tribble, chief executive officer. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $10 million to $50 million in estimated liabilities. The case is assigned to Judge Donald R Cassling. The Debtor is represented by Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar. The Debtor hires RSM US LLP as accountant. U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five creditors of Anderson Shumaker Company to serve on the official committee of unsecured creditors. The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group. The Committee retained Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq. at Freeborn & Peters LLP as legal counsel. ARCONIC INC: Board Appoints David P. Hess as Director ----------------------------------------------------- On March 6, 2017, Arconic Inc. filed a Current Report on Form 8-K reporting the appointment of David P. Hess as a director of the Company, effective as of March 10, 2017. The Prior Report did not include information regarding the committees of the Company's Board of Directors on which Mr. Hess would serve, because the information was unavailable at that time. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed for the purpose of providing that information. On April 21, 2017, the Arconic Board appointed David P. Hess to serve on the Executive Committee, effective as of April 21, 2017. A full-text copy of Form 8-K is available for free at: https://is.gd/Gjj8PE About Arconic Inc. Arconic Inc., formerly Alcoa Inc., is engaged in lightweight metals engineering and manufacturing. Arconic reported a net loss of $941 million for the year ended Dec. 31, 2016, following a net loss of $322 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Arconic had $20.03 billion in total assets, $14.89 billion in total liabilities and $5.14 billion in total equity. "For the 2016 annual period, Arconic adopted changes issued by the FASB related to the evaluation of an entity's ability to continue as a going concern. Previously, under GAAP, continuation of a reporting entity as a going concern was presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Even if an entity's liquidation was not imminent, there may have been conditions or events that raised substantial doubt about the entity's ability to continue as a going concern," as disclosed in the Company's Form 10-K report for the year ended Dec. 31, 2016. ASSUREDPARTNERS INC: Moody's Rates $1.1BB First-lien Term Loan B2 ----------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to AssuredPartners, Inc's replacement $1.1 billion first-lien term loan maturing in October 2022. The new loan will refinance an existing loan of the same amount and maturity date, but the new loan will carry a lower interest spread. The rating agency expects to withdraw the rating on the existing loan once the refinancing closes in mid-May. The rating outlook for AssuredPartners is stable. RATINGS RATIONALE AssuredPartners' ratings (B3 corporate family) reflect its growing market presence in middle market insurance brokerage; good diversification across clients, producers, insurance carriers and product lines; and healthy EBITDA margins, said Moody's. Additionally, Moody's anticipates improvement to emerge in AssuredPartners' organic growth in 2017 as a result of steps the company has taken to offset P&C commercial lines pricing pressure. AssuredPartners' strengths are tempered by its elevated financial leverage, driven by its high volume of acquisitions. The March 2017 purchase of California-based Keenan & Associates (Keenan) represents the company's largest acquisition to date, exposing it to heightened integration and contingent risks, particularly since California limits the enforceability of producer non-compete agreements. AssuredPartners' existing and acquired operations face potential liabilities from errors and omissions in the delivery of professional services. Giving effect to the proposed refinancing and the recent Keenan acquisition, AssuredPartners' pro forma debt-to-EBITDA ratio for 2016 would have been in the range of 7x-7.5x, with (EBITDA - capex) interest coverage slightly below 2x, based on Moody's estimates. These metrics include Moody's accounting adjustments for operating leases, deferred earnout obligations and run-rate earnings from recently completed acquisitions. Moody's expects the company to reduce its debt-to-EBITDA ratio over the next few quarters through gradual EBITDA growth and modest amortization of the first-lien term loan. The performance-based deferred earnout arrangements promote growth among the company's acquired brokers, but they also add to AssuredPartners' financial leverage and near-term cash outflows. Factors that could lead to an upgrade of AssuredPartners' ratings include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following rating (and loss given default (LGD) assessment): $1.1 billion replacement senior secured first-lien term loan maturing in October 2022 at B2 (LGD3). Moody's maintains the following ratings (and LGD assessments): Corporate family rating at B3; Probability of default rating at B3-PD; $202.5 million senior secured first-lien revolving credit facility expiring in October 2020 at B2 (LGD3); $447 million senior secured second-lien term loan maturing in October 2023 at Caa2 (LGD5). The rating outlook for AssuredPartners is stable. Upon closing of the new term loan, Moody's expects to withdraw the B2 rating on AssuredPartners' existing first-lien term loan since this loan will be repaid/terminated. The principal methodology used in this rating was Insurance Brokers and Service Companies published in December 2015. Based in Lake Mary, Florida, AssuredPartners ranks among the 15 largest US insurance brokers. The company generated total revenues of $614 million in 2016. ASSUREDPARTNERS INC: S&P Affirms 'B' CCR Over 1st-Lien Repricing ---------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' long-term corporate credit rating on AssuredPartners Inc. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $1.123 billion first-lien term loan with a '2 (70%)' recovery rating. "We are affirming our corporate credit rating on AssuredPartners because its business fundamentals remain sound and we expect its financial profile to benefit modestly from the company's announced repricing action" said Joseph Marinucci S&P Global Ratings credit analyst. The company intends to achieve moderate interest cost savings on the first-lien term loan, which currently has a rate of L+4.25% with a floor of 1%. S&P continues to rate the term loan 'B+' with a recovery rating of '2 (70%)', reflecting S&P's expectation for substantial recovery in the event of a default. In S&P's view, the repricing does not meaningfully impact its assessment of the company's valuation in the event of default. Overall, S&P expects the repricing to be leverage neutral and to improve the company's ongoing interest expense slightly. Furthermore, S&P expects AssuredPartners' key credit metrics to remain supportive of the existing ratings. The stable outlook on AssuredPartners reflects S&P's expectations that the company's credit metrics will show very limited change over the next 12 months with perhaps some deleveraging due to improved cash flow from increased operational scale. In 2017 S&P expects top-line growth to be driven by acquisition activity; however S&P believes this trend will moderate in 2018 and mergers and acquisitions will have much less of an effect on top-line growth. S&P's outlook anticipates revenue growth of 35%-40% and EBITDA margins of 27%-29%, resulting in an adjusted debt-to-EBITDA ratio of 6.5x-7.5x, a funds from operations-to-debt ratio of 6%-8%, and EBITDA interest coverage of 2.5x-3x (pro forma for mergers and acquisitions) in 2017-2018. S&P could revise its competitive assessment to weak and lower its rating in the next 12 months if organic growth or cash flow generation were to deteriorate, indicating strained strategic execution and an increased risk of higher-than-expected financial leverage and weaker-than-expected EBITDA coverage, such as pro forma financial leverage above 8x and EBITDA coverage below 2x. Although unlikely in the next 12 months, S&P could raise the ratings if cash flow generation could with moderate debt repayment were to improve credit protection measures. Under this scenario, S&P would look for the company to sustain financial leverage of less than 5.0x and EBITDA coverage in the upper 3.0x area. -- S&P has updated its recovery analysis of AssuredPartners; the recovery ratings are unchanged. -- S&P has valued the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA. -- S&P's simulated default scenario contemplates a default in 2020 reflecting intense competition in the brokerage marketplace resulting in significantly lower commissions and margins. -- S&P believes that, if the company were to default, it would offer greater value through reorganization than liquidation. -- Simulated year of default: 2020 -- EBITDA at emergence: $163 million -- EBITDA multiple: 6x -- Net enterprise value (after 5% administrative costs): $928 million -- Collateral value available to secured creditors: $928 million -- Secured first-lien debt: $1.3 billion -- Recovery expectations: 70% -- Second-Lien Debt: $473 million -- Secured first-lien debt deficiency claim: $366 million -- Recovery Expectation: 0% AURORA DIAGNOSTICS: S&P Cuts CCR to CC on Proposed Exchange Offer ----------------------------------------------------------------- S&P Global Ratings lowered its long-term corporate credit rating on U.S. anatomic pathology laboratory services provider Aurora Diagnostics Holdings LLC to 'CC' from 'CCC'. The outlook is negative. S&P's 'CC' senior unsecured issue-level and '6' recovery ratings on the company's senior notes are unchanged. S&P's '6' recovery rating indicates its expectation for minimal recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. S&P's senior secured issue rating on operating subsidiary Aurora Diagnostic LLC's senior secured credit facility remains 'CCC+' , with a '2' recovery rating. S&P's '2' recovery rating indicates its expectation for substantial (70%-90%, rounded: 80%) recovery in the event of payment default. Aurora Diagnostics Holdings LLC announced further details surrounding its private exchange offer for all of its outstanding 10.750% senior notes due 2018. The old notes will be exchanged for a combination of new 12.250% increasing rate senior notes due 2020 (consisting of 10.75% cash interest and 1.50% payment in kind interest) and warrants to purchase up to 15% of the company's equity interests. S&P expects the exchange transaction will be completed by May 30, 2017. The purpose of the exchange is to avoid a springing maturity (October 2017) on its term loan, which requires the bonds to be refinanced or extended by this time. "We view this transaction as a distressed exchange given the company's very high leverage, minimal free cash flow, and near-term maturity profile, as well as modest incremental compensation [in the form of payment in kind interest and warrants] to bondholders," said S&P Global Ratings credit analyst Shannan Murphy. The negative outlook reflects S&P's expectation that it will lower the corporate credit rating to 'SD' (selective default) and the senior unsecured notes rating to 'D' (default) when the proposed transaction is complete, which S&P believes will occur by the end of May 2017. Subsequently, S&P expects to reassess the corporate credit rating to reflecting the new capital structure, and to assign a rating to the new notes due 2020. AUTO INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Auto, Inc. dba Auto Towing Denver, LLC dba Auto Towing Houston, LLC dba Auto Towing of Dallas, LLC dba Auto Trans, Inc dba Auto Towing of Houston, LLC dba Auto Towing, Inc dba Auto Towing of San Antonio, LLC dba Auto Towing San Antonio, LLC dba Auto Trans, Inc. dba Auto, Towing Inc dba Auto Towing Dallas, LLC dba Auto Services, Inc dba Auto Service, Inc dba Auto Towing of Denver, LLC P.O. Box 760819 San Antonio, TX 78245 Case No.: 17-50969 Business Description: Auto, Inc. is a towing company offering services to residents in Denver, Houston, Dallas and San Antonio. Chapter 11 Petition Date: April 27, 2017 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Stine, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb17-50969.pdf AV HOMES: S&P Affirms 'B-' CCR & Rates $300MM Unsec. Notes 'B-' --------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B-' corporate credit rating on AV Homes Inc. The outlook remains stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating on the company's $300 million unsecured notes due 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. "The affirmation of the 'B-' corporate credit rating takes into account that leverage will rise to 5.75x pro forma for the proposed transaction," said S&P Global Ratings credit analyst Thomas O'Toole. "The company will use $200 million of the proceeds from the $300 million unsecured notes to pay off existing debt and the remaining capital toward land acquisition and development in 2017 as it expands its platform and geographic reach in subsequent years." S&P's ratings reflect AV Homes' status as one of the smallest homebuilders that S&P rates, with exposure to a limited number of markets, below-average profitability, and ownership by a financial sponsor (TPG Capital). AV Homes has made strides in recent years toward improving its overall business through the acquisition and integration of several small regional homebuilders as well as through organic growth. In fiscal 2016, the company closed 2,465 homes, up from 953 in 2014. Due to its small size, the company struggles to compete with larger, better capitalized builders and does not derive much competitive advantage from its brand. AV focuses its product strategy on active adult communities and entry-level and move-up single-family detached homes. The company constructs homes in just three states in the U.S., with Florida accounting for 50% of revenues, the Carolinas 31%, and Arizona 19%. Although there is geographic concentration risk to Florida, it has improved from approximately 72% in 2014. The company has increased its overall size, and it has gained leverage on its cost structure, with sales, general, and administrative as a percent of total revenue at 12.9% in 2016, compared with 15.4% in 2015. Still, it has higher operating leverage than its peers and is more vulnerable to sales declines and weakness in market fundamentals. S&P expects the company to continue to reduce its geographic concentration and achieve sales growth in the mid-single digits in 2017. S&P's forecast incorporates that U.S. GDP will grow slightly below 2.5% annually over the next two years and that U.S. housing starts will rise to 1.3 million in 2017 and 1.4 million in 2018. More specific assumptions include: -- The number of home closings in 2017 is roughly flat, and average selling price increases in line with the recent national average, by approximately the mid-single digits. -- The number of active selling communities rises steadily throughout the year, primarily boosting 2018 revenue growth. -- Sales rise in the mid-single-digit percent in 2017 as solid demand fundamentals and limited supply in the company's primary markets support continued price appreciation. The company is setting the stage for more significant growth in 2018 through increased capital allocation toward land spending and development that will support a higher number of communities. S&P expects sales to rise approximately 25% in 2018. -- EBITDA will remain relatively flat year over year in 2017 as cost increases related to materials, land, and labor outweigh the moderate increase in revenue. S&P expects approximately 25% growth in EBITDA year over year in 2018 as an increase in active selling communities in 2017 supports a higher number of closings in 2018. Based on these assumptions, S&P projects that debt to EBITDA will be approximately 5.75x and funds from operations (FFO) to debt will be 5% at the end of 2017. In 2018, S&P forecasts that debt to EBITDA will improve to below 5x and FFO to debt will increase to approximately 10%. The stable outlook reflects S&P's view that AV Homes controls sufficient land and has enough liquidity to increase the size of its platform through organic and acquisitive growth. S&P projects that debt to EBITDA will be over 5x at the end of 2017, in line with the rating. S&P could raise the rating if AV can successfully expand its community count and generate enough operating leverage to reduce debt to EBTIDA below 5x for a sustained period of time, and if S&P perceives the risk of the company's financial sponsor increasing leverage to be low. Although unlikely, S&P could lower the rating if liquidity becomes constrained, covenant headroom tightens, or EBITDA fails to meaningfully cover interest obligations. This could happen if the company fails to generate sales momentum in newly opened communities and incurs materially higher costs and delays in expected closings, which would meaningfully affect EBITDA. BETH MBURU: Creditor Seeks Trustee Appointment, Ch. 7 Conversion ---------------------------------------------------------------- Khanda, LLC, a creditor of Beth W. Mburu, asks the U.S. Bankruptcy Court for the District of Massachusetts to enter an order directing the appointment of a Chapter 11 Trustee for Beth W. Mburu, or, an order converting the Chapter 11 bankruptcy case to one under Chapter 7. According to the creditor, the Debtor continues to be late on court ordered adequate protection payments to the Creditor. The Creditor has also asked from the Debtor her past monthly operating reports, but the reports have yet to be received. The creditor asserts that there is cause to appoint a Chapter 11 Trustee under Section 1104 of the Bankruptcy Code, namely incompetence and gross mismanagement of the Debtor, for the appointment of a Chapter 11 Trustee. Alternatively, the Motion provides that there is a cause for conversion under 1112 of the Code. The Creditor is represented by: Michael Van Dam, Esq. VAN DAM LAW LLP 233 Needham Street, Suite 540 Newton, MA 02464 Tel: 617-969-2900 Fax: 617-964-4631 Beth W. Mburu is an individual who owns and manages a multi-unit property in Dorchester, Massachusetts, in addition to her own residence. The Debtor also has additional income from his employment as a nurse. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 14-15586). BIOSTAGE INC: Stockholders OK Five Proposals at Annual Meeting -------------------------------------------------------------- Biostage, Inc., held its annual meeting of stockholders on April 26, 2017, at which the stockholders: (i) elected James J. McGorry as Class I director for a three- year term, such term to continue until the Company's annual meeting of stockholders in 2020 and until such Director's successor is duly elected and qualified or until his earlier resignation or removal; (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017; (iii) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock to 120,000,000; (iv) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company's common stock at a ratio of not less than 1-for-2 and not greater than 1-for- 20, with the exact ratio of, effective time of and decision whether or not to implement a reverse stock split to be determined by the Company's Board of Directors; and (v) approved an amendment to the Company's 2013 Equity Incentive Plan to increase the number of shares of the Company's common stock available for issuance pursuant to the 2013 Plan by 4,000,000 shares. Following the 2017 Annual Meeting, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State for the State of Delaware. The Charter Amendment increased the number of authorized shares of the Company's common stock from 60,000,000 to 120,000,000. The Charter Amendment became effective on April 26, 2017. About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $4.55 million in total assets, $2.77 million in total liabilities and $1.77 million in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BOART LONGYEAR: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtors: Name Case No. ---- -------- Boart Longyear Limited 17-11156 26 Butler Boulevard, Burbridge Business Park Adelaide Airport South Australia 5950 Boart Longyear Management Pty Limited 17-11158 Boart Longyear Australia Pty Limited 17-11159 Votraint No. 1609 Pty Limited 17-11160 Business Description: Established in 1890, Boart Longyear is a provider of drilling services, drilling equipment, performance tooling and instrumentation for mining and drilling companies. It also has a substantial presence in aftermarket parts and service, energy, mine de-watering, oil sands exploration, production drilling, and down- hole instrumentation. The Global Drilling Services division operates for a diverse mining customer base spanning a wide range of commodities, including copper, gold, nickel, zinc, uranium, and other metals and minerals. The Global Products division designs, manufactures and sells drilling equipment, performance tooling, down-hole instrumentation and parts and services. Boart Longyear is headquartered in Salt Lake City, Utah, USA, and listed on the Australian Securities Exchange in Sydney, Australia (ASX:BLY). Web site: http://www.boartlongyear.com/ Chapter 15 Petition Date: April 27, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Foreign Representative: Fabrizio Rasetti, senior vice president and general counsel of Boart Longyear Limited Debtors' Counsel: Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Dennis C. O'Donnell, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: ddunne@milbank.com efleck@milbank.com dodonnell@milbank.com Estimated Assets: Not Indicated Estimated Debts: Not Indicated BOWER CONTRACTING: Taps Martinez & Associates as Accountant ----------------------------------------------------------- Bower Contracting, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Martinez & Associates, Inc. Martinez will provide accounting services, including the preparation of tax returns, to Bower Contracting and its president David Bower who also filed for Chapter 11 protection. Steven Martinez, a certified public accountant and member of the firm, will charge $100 per hour for his services. The hourly rates for staff accountants who may work on the Debtors' accounts range from $50 to $75 per hour. Mr. Martinez 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: Steven P. Martinez Martinez & Associates, Inc. 514 2nd Street Alamosa, CO 81101 About Bower Contracting Based in Mosca, Colorado, Bower Contracting, Inc. and David Ray Bower, president, filed Chapter 11 petitions (Bankr. D. Colo. Case No. 16-21735 and 16-21737) on December 2, 2016. In its petition, Bower Contracting estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The petition was signed by Mr. Bower. Judge Thomas B. McNamara presides over the cases. Jeffrey S. Brinen, Esq. of Kutner Brinen, P.C. serves as bankruptcy counsel. A list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/cob16-21735.pdf No official committee of unsecured creditors has been appointed in the Debtors' cases. C & R EVENTS: Taps Adams and Reese as Legal Counsel --------------------------------------------------- C & R Events Enterprise LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire legal counsel. The Debtor proposes to hire Adams and Reese LLP to give legal advice regarding the administration of its Chapter 11 case, and provide other legal services related to the case. As of April 13, Adams and Reese was owed nothing for work performed prior to the Debtor's bankruptcy filing since the latter paid for the firm's pre-bankruptcy services from a $25,000 retainer. The firm provided those services related to the Debtor's insolvency issues. Henry Shelton, III, Esq., disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Henry C. Shelton, III, Esq. Adams and Reese LLP 6075 Poplar Avenue, Suite 700 Memphis, TN 38119 Tel: (901) 524-5271 Fax: (901) 524-5371 Email: henry.shelton@arlaw.com About C & R Events Enterprise Based in Memphis, Tennessee, C & R Events Enterprise LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-23363) on April 13, 2017. The petition was signed by Francisco DaSilva, owner and manager. At the time of the filing, the Debtor disclosed $1.87 million in assets and $1.09 million in liabilities. The case is assigned to Judge David S. Kennedy. C & S COMPANY: Randy Sugarman Appointed Chapter 11 Trustee ---------------------------------------------------------- Tracy Hope Davis, the United States Trustee, filed a Notice before the U.S. Bankruptcy Court for the District of Nevada, informing of the appointment of Randy Sugarman as the Chapter 11 Trustee for C & S Company, Inc. The Notice was made pursuant to the Court's order dated April 7, 2017, directing the U.S. Trustee to appoint a chapter 11 trustee for the Debtor. The Chapter 11 bond for the case is initially set at $550,000.00. The Notice provides that the bond may require adjustment as the trustee collects and liquidates assets of the estate. The trustee is likewise directed to inform the Office of the United States Trustee when changes to the bond amount are required or made. Randy Sugarman can be reached at: Randy Sugarman SUGARMAN & COMPANY LLP 500 Sansome Street, Suite 600 San Francisco, CA 94111 Phone: (415) 395-7500 Fax: (415) 658-2858 About C & S Company C & S Company filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14155) on July 28, 2016. The petition was signed by Stacey Lindburg, president. The Debtor disclosed total assets at $120,000 and total liabilities at $2.42 million. The Debtor is represented by David J. Winterton, Esq., at David Winterton & Associates, Ltd. CADILLAC NURSING: PCO Files 8th Report -------------------------------------- Deborah L. Fish, as the Patient Care Ombudsman for Cadillac Nursing Home, Inc., has filed an Eighth Report for the period January 4, 2017 to April 4, 2017. The PCO reported that during the visitations, the facility's dining rooms, laundry, bathrooms and residents' rooms were clean or in the process of being cleaned. The PCO added that there were no strong foul odors. Meanwhile, there have been no significant changes to the facility's security since the PCO's last report. The PCO also reported that the administration and the nursing staff have confirmed that the Debtor has maintained its relationship with its suppliers and that there were no interruptions in service, nor any changes in medical supplies. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/mieb16-41554-288.pdf About Cadillac Nursing Home Cadillac Nursing Home, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16-41554) on Feb. 8, 2016. The petition was signed by Bradley Mali, as president. The cases are pending before the Honorable Thomas J. Tucker. The Debtor listed estimated assets and liabilities $1 million to $10 million. The Debtor is represented by Michael E. Baum, Esq., and Kim K. Hillary, Esq., of Schafer & Weiner PLLC in Bloomfield Hills, Mich. The Debtor, doing business as St. Francis Nursing Center, is a privately owned and licensed long term skilled nursing facility located at 1533 Cadillac Boulevard., Detroit, Mich. It consists of 81 licensed beds, located within the Debtor-owned facility. It employs nearly 84 full and part-time employees. CATASYS INC: Files Fifth Amended Form S-1 Prospectus with SEC ------------------------------------------------------------- Catasys, Inc. filed with the Securities and Exchange Commission an amendment to its Form S-1 registration statement relating to the offering of 1,785,714 of shares of common stock, $0.0001 par value per share, based on the last reported sale price for its common stock as reported on the OTCQB Marketplace on April 21, 2017. The Company's common stock is quoted on the OTCQB Marketplace under the symbol "CATS". On April 21, 2017, the last reported sale price for its common stock as reported on the OTCQB Marketplace was $8.40 per share, as adjusted to reflect the 1:6 reverse stock split of the Company's common stock that will be effected in connection with this offering. The Company's common stock has been approved for listing on The NASDAQ Capital Market under the symbol "CATS", subject to notice of issuance. A full-text copy of Catasys' prospectus is available at: https://is.gd/MLTuXB About Catasys, Inc. Catasys, Inc. provides big data based analytics and predictive modeling driven behavioral healthcare services to health plans and their members through its OnTrak solution. Catasys' OnTrak solution -- contracted with a growing number of national and regional health plans -- is designed to improve member health and, at the same time, lower costs to the insurer for underserved populations where behavioral health conditions cause or exacerbate co-existing medical conditions. The solution utilizes proprietary analytics and proprietary enrollment, engagement and behavioral modification capabilities to assist members who otherwise do not seek care through a patient-centric treatment that integrates evidence-based medical and psychosocial interventions along with care coaching in a 52-week outpatient treatment solution. Catasys reported a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Catasys had $3.10 million in total assets, $28.43 million in total liabilities and a total stockholders' deficit of $25.32 million. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLIFFS NATURAL: May Issue Add'l 15 Million Shares Under 2015 Plan ----------------------------------------------------------------- Cliffs Natural Resources Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 15,000,000 Common Shares under the Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan for which a previously filed registration statement on Form S-8 relating to the Plan is effective. A full-text copy of the Form S-8 prospectus is avaible for free at: https://is.gd/2w4oyt About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported net income attributable to common shareholders of $174.1 million for the year ended Dec. 31, 2016, compared to a net loss attributable to Cliffs common shareholders of $788 million for the year ended Dec. 31, 2015. As of March 31, 2017, Cliffs Natural had $1.92 billion in total assets, $2.62 billion in total liabilities and a $703 million total deficit. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources' Corporate Family Rating (CFR) and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1' and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. CLIFFS NATURAL: Stockholders Elect 9 Directors ---------------------------------------------- At the 2017 annual meeting of shareholders of Cliffs Natural Resources Inc. held on April 25, 2017, the shareholders: (a) elected John T. Baldwin, Robert P. Fisher, Jr., Lourenco Goncalves, Susan M. Green, Joseph A. Rutkowski, Jr., Eric M. Rychel, Michael D. Siegal, Gabriel Stoliar and Douglas C. Taylor as directors for a term that will expire on the date of the 2018 annual meeting of Shareholders; (b) approved an amendment to the Third Amended Articles of Incorporation to increase the number of authorized Common Shares; (c) approved the Amended and Restated 2015 Equity and Incentive Compensation Plan; (d) approved the 2017 Executive Management Performance Incentive Plan; (e) approved on an advisory basis the named executive officers' Compensation; (f) recommended, on an advisory basis, that advisory vote will be held every year to approve the Named Executive Officers' Compensation; and (g) ratified Deloitte & Touche LLP as independent registered public accounting firm for 2017. Amended and Restated 2015 Equity and Incentive Compensation Plan The A&R 2015 Equity Plan amends and restates in its entirety the Company's 2015 Equity and Incentive Compensation Plan, as amended. The Company's 2015 Equity and Incentive Compensation Plan was last approved by Shareholders at the 2015 Annual Meeting. The A&R 2015 Equity Plan increases the number of common shares authorized for issuance under the Amended 2015 Equity Plan by 15,000,000 shares. The A&R 2015 Equity Plan authorizes, subject to adjustment, up to 27,900,000 of the Company's common shares to be issued pursuant to stock options, appreciation rights, restricted shares, restricted share units, performance shares, performance units and certain other awards based on or related to the Company's common shares, plus cash incentive awards, for the purpose of providing the officers and other key employees incentives and rewards for performance. Officers and key employees of the Company and its subsidiaries, as selected by the Compensation and Organization Committee of the Board of Directors of the Company, are eligible for awards under the A&R 2015 Equity Plan. The A&R 2015 Equity Plan will be administered by the Compensation and Organization Committee. A summary of the material changes from the 2015 Equity Plan is as follows: * The 2015 Equity Plan did not permit common shares to be withheld and delivered under the 2015 Equity Plan in connection with benefits under the 2015 Equity Plan in excess of minimum statutory withholding requirements. The Amended 2015 Equity Plan (and the A&R 2015 Equity Plan) have changed this to allow common shares to be so withheld and delivered in excess of minimum statutory withholding requirements (but not in excess of maximum statutory withholding requirements). * The A&R 2015 Equity Plan provides for a total of 27,900,000 common shares to be issued or transferred with respect to awards under the A&R 2015 Equity Plan (consisting of 12,900,000 common shares authorized by Shareholders in 2015 and an additional 15,000,000 common shares authorized by Shareholders at the Annual Meeting). * The 2015 Equity Plan provided that dividends on restricted shares and dividend equivalents on RSUs must be deferred and paid contingent on the earning of the underlying award only with respect to performance-based awards. The A&R 2015 Equity Plan extends this requirement that dividends on restricted shares and dividend equivalents on RSUs must be deferred and paid contingent on the earning of the underlying award to service-based awards (including other share-based awards and not just performance-based awards). * The 2015 Equity Plan provides for its termination on May 19, 2025. The A&R 2015 Equity Plan will terminate on April 24, 2027. Subject to adjustment as described in the A&R 2015 Equity Plan, total awards under the A&R 2015 Equity Plan are limited to 27,900,000 shares, plus any shares returned to the A&R 2015 Equity Plan. These shares may be shares of original issuance or treasury shares or a combination of the foregoing. No further awards may be made under the Company's plans preceding the 2015 Equity Plan. The A&R 2015 Equity Plan also provides that, subject to adjustment as described in the A&R 2015 Equity Plan: * the aggregate number of common shares actually issued or transferred upon the exercise of incentive stock options will not exceed 27,900,000 common shares; * no participant will be granted stock options and/or SARs, in the aggregate, for more than 1,000,000 common shares during any calendar year; * no participant will be granted awards of restricted shares, RSUs, performance shares and/or other stock-based awards that are intended to qualify as "qualified performance- based compensation" under Section 162 (m) of the Internal Revenue Code of 1986, as amended, in the aggregate, for more than 1,000,000 common shares during any calendar year; * no participant in any calendar year will receive an award of performance units and/or other awards payable in cash that are intended to qualify as "qualified performance- based compensation" under Section 162(m) of the Code, having an aggregate maximum value as of their respective grant dates in excess of $20,000,000; * no participant in any calendar year will receive a cash incentive award that are intended to qualify as "qualified performance-based compensation" under Section 162(m) of the Code having an aggregate maximum value in excess of $10,000,000; and * awards that do not comply with the applicable minimum vesting periods provided for in the A&R 2015 Equity Plan (as further described below) will not result in the issuance or transfer of more than 5% of the maximum number of common shares available under the A&R 2015 Equity Plan. The A&R 2015 Equity Plan contains fungible share counting mechanics, which generally means that awards other than stock options and SARs will be counted against the aggregate share limit as two common shares for every common share that is actually issued or transferred under such awards. This means, for example, that only 13,950,000 common shares could be issued in settlement of RSU awards from the 27,900,000 common shares authorized under the A&R 2015 Equity Plan. If any common shares issued or transferred pursuant to an award granted under the A&R 2015 Equity Plan are forfeited, or an award granted under the A&R 2015 Equity Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part), the common shares issued or transferred pursuant to, or subject to, such award (as applicable) will, to the extent of such cancellation, forfeiture, expiration, or cash settlement, again be available for issuance or transfer as described in the A&R 2015 Equity Plan. The following common shares will not be added back to the aggregate share limit under the A&R 2015 Equity Plan: (1) shares tendered or otherwise used in payment of an option's exercise price; (2) shares withheld or otherwise used by the Company to satisfy tax withholding obligations; and (3) shares that are repurchased by us with stock option proceeds. Further, all common shares covered by SARs that are exercised and settled in shares, whether or not all common shares covered by the SARs are actually issued to the participant upon exercise, will be considered issued or transferred pursuant to the A&R 2015 Equity Plan. If a participant elects to give up the right to receive compensation in exchange for common shares based on fair market value, such common shares will not count against the aggregate share limit under the A&R 2015 Equity Plan. The A&R 2015 Equity Plan provides that, except for awards under which up to an aggregate of 5% of the maximum number of common shares that may be issued or transferred under the A&R 2015 Equity Plan: * Time-based restrictions on stock options, SARs, restricted shares, RSUs and other share-based awards may not lapse solely by the passage of time sooner than after one year, unless the Compensation Committee specifically provides for those restrictions to lapse sooner, including (1) by virtue of the retirement, death or disability of a participant or (2) in the event of a change in control only where either (A) within a specified period of time a participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such awards are not assumed or converted into replacement awards in a manner described in the applicable award agreement; and * Restrictions on stock options, SARs, restricted shares, RSUs and other share-based awards that lapse upon the achievement of management objectives may not lapse sooner than after one year, and the performance period for performance shares and performance units must be at least one year, unless the Compensation Committee specifically provides in a grant for earlier lapse or modification, including by virtue of the retirement, death or disability of a participant or a double- trigger change in control. 2017 Executive Management Performance Incentive Plan On April 25, 2017, the Shareholders of the Company also approved the Cliffs Natural Resources Inc. 2017 Executive Management Performance Incentive Plan. The 2017 EMPI Plan provides a competitive annual incentive compensation opportunity to selected executives based on achievement against one or more key objectives and thereby align actual pay results with the Company's short-term business performance. The 2017 EMPI Plan provides for payment of compensation to our chief executive officer and certain of our other most highly compensated employees in the form of awards that may qualify as "qualified performance-based compensation" for purposes of Section 162(m) of the Code. (Section 162(m) generally limits the deduction that a publicly traded company may take for compensation that it pays to such employees). The maximum annual award to any participant under the 2017 EMPI Plan is $7,500,000 and no award payout that has been deferred will (between the date as of which the award payout is deferred and the payment date) increase by a factor greater than a reasonable rate of interest or one or more predetermined actual investments. Grants are only awarded by the Compensation Committee based on performance criteria described in the 2017 EMPI Plan and awards are subject to negative discretion on the part of the Committee to reduce final payouts. Because the Shareholders of the Company approved the 2017 EMPI Plan, the 2017 EMPI Plan is effective for the fiscal year that began on Jan. 1, 2017, and for each fiscal year thereafter until terminated. About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported net income attributable to common shareholders of $174.1 million for the year ended Dec. 31, 2016, compared to a net loss attributable to Cliffs common shareholders of $788 million for the year ended Dec. 31, 2015. As of March 31, 2017, Cliffs Natural had $1.92 billion in total assets, $2.62 billion in total liabilities and a $703 million total deficit. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources' Corporate Family Rating (CFR) and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1' and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. CLIFFS NATURAL: Swings to $29.8-Mil. Net Loss in First Quarter -------------------------------------------------------------- Cliffs Natural Resources Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $29.8 million on $461.6 million of revenues for the three months ended March 31, 2017, compared with net income of $116.8 million on $305.5 million of revenues for the three months ended March 31, 2016. As of March 31, 2017, Cliffs Natural had $1.92 billion in total assets, $2.62 billion in total liabilities and a $703 million total deficit. Total debt at the end of the first quarter of 2017 was $1.6 billion, approximately $900 million lower than $2.5 billion total debt at the end of the prior-year quarter. Cliffs had net debt of $1.3 billion at the end of the first quarter of 2017, compared to $2.4 billion of net debt at the end of the first quarter of 2016. The Company had no borrowings on its asset-based lending facility at the end of the first quarter of 2017 or 2016. For the first quarter of 2017, adjusted EBITDA was $92 million, a 156 percent increase compared to $36 million reported in the first quarter of 2016. Lourenco Goncalves, Cliffs' chairman, president and chief executive officer, said, "During the first quarter, we put our finishing touches on what has been a remarkable operational, commercial and financial transformation of this company. Over the last two and half years, Cliffs has transformed itself into a lean and focused company, with a strong balance sheet and a lot less to pay in interest expense. This is particularly evident in our strong first quarter results, which exceeded our expectations in revenues, EBITDA and earnings per share." Mr. Goncalves concluded: "We expect 2017 to be a phenomenal year of EBITDA and free cash flow generation." U.S. Iron Ore pellet sales volume in the first quarter of 2017 was 3.1 million long tons, a 63 percent increase when compared to the first quarter of 2016 as a result of increased customer demand. As Cliffs' management previously guided, first-quarter revenues per ton of $79.35 decreased by 5 percent compared to the prior-year quarter. The decrease is a result of carryover pricing impacts from both 2015 and 2016, and changes in customer mix. The majority of tons sold in the first quarter are from products shipped under the prior-year contract pricing. Contracts that have been priced based on 2017 pricing have been favorable to prior year due to higher benchmark iron ore and hot-rolled coil steel pricing. Cash cost of goods sold and operating expense rate in U.S. Iron Ore was $58.57 per long ton, a 7 percent decrease from $62.88 per long ton in the prior year's first quarter. The decrease was primarily due to having no idled active mines during the first quarter of 2017, compared to having two idled mines during the prior-year quarter. Capital expenditures during the quarter were $28 million compared to $10 million in the prior-year quarter. The increase was driven primarily by spending related to the Mustang Project at the United Taconite mine. Based on the assumption that iron ore and steel prices will average for the remainder of 2017 their respective April month-to-date averages, Cliffs expects to generate approximately $380 million of net income and $700 million of adjusted EBITDA1 for the full-year 2017. This new outlook incorporates revised assumptions around Asia Pacific Iron Ore revenue realizations, which are impacted by the lower IODEX price, larger iron ore content discounts, and lower lump premiums. A full-text copy of the Form 10-Q is available for free at: https://is.gd/LbyGWR About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported net income attributable to common shareholders of $174.1 million for the year ended Dec. 31, 2016, compared to a net loss attributable to Cliffs common shareholders of $788 million for the year ended Dec. 31, 2015. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources' Corporate Family Rating (CFR) and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1' and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. COATES INTERNATIONAL: Gets $43,000 from Note Issuance ----------------------------------------------------- Coates International, Ltd., received on April 21, 2017, the net proceeds of a securities purchase agreement and related convertible promissory note, dated April 19, 2017, in the face amount of $43,000 and no cents issued to Power Up Funding Group, Ltd. The Promissory Note matures in January 2018 and provides for interest at the rate of eight percent per annum. The Note may be converted into unregistered shares of the Company's common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Company incurred expenses amounting to $3,000 in connection with this transaction. The Conversion Price will be equal to 61% multiplied by the Market Price, as defined. The Market Price will be equal to the average of the three lowest closing bid prices of the Company's common stock on the OTC Pink Sheets during the ten trading-day period ending one trading day prior to the date of conversion by the Holder. The Conversion Price is subject to adjustment for changes in the capital structure such as stock dividends, stock splits or rights offerings. The number of shares of common stock to be issued upon conversion shall be equal to the aggregate amount of principal, interest and penalties, if any divided by the Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Company will be tradable by relying on an exemption under Rule 144 of the U.S. Securities and Exchange Commission. The Conversion Price is subject to adjustment in the event of any of the following: 1. During the period when a Major Announcement by the Company relating to a merger, consolidation, sale of the Company or substantially all of its assets or tender offer is in effect, as defined. 3. A merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event being consummated. The Company is not permitted to pay dividends or make other distributions of capital or repurchase or otherwise acquire any shares of its capital stock without the Holder's consent and is subject to certain restrictions on new borrowings, while there is a remaining outstanding balance related to the convertible promissory note. These notes may be prepaid during the first six months the notes are outstanding by paying a prepayment penalty equal to 30% during the first 60 days, increasing in 5% increments each month thereafter, to a maximum of 50%. The Company has reserved 1,057,377,049 shares of its unissued common stock for potential conversion of the convertible note. The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Registrant believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Registrant by the Holder. About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on Aug. 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates reported a net loss of $8.35 million on $29,200 of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.20 million on $94,200 of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Coates had $2.36 million in total assets, $7.55 million in total liabilities and a total stockholders' deficiency of $5.19 million. MSPC, in Cranford, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COCRYSTAL PHARMA: Amends 2016 Form 10-K to Add Part III ------------------------------------------------------- Cocrystal filed with the Securities and Exchange Commission an amended annual report on Form 10-K/A for the year ended Dec. 31, 2016, to include the information required by and not included in Part III of the 2016 Form 10-K because the Company does not intend to file its definitive proxy statement within 120 days of the end of our fiscal year ended Dec. 31, 2016. Part III of the Form 10-K contains information regarding: Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services A full-text copy of the Form 10-K/A is available for free at: https://is.gd/IsqoFC About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market- focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company's primary business going forward is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Subsequent funding was provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals Industries, Ltd., or Teva, in 2011. The Company's focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating the Company's research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Cocrystal Pharma reported a net loss of $74.87 million on $0 grant revenues for the year ended Dec. 31, 2016, compared to a net loss of $50.12 million on $78,000 of grant revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Cocrystal Pharma had $124.88 million in total assets, $22.56 million in total liabilities and $102.31 million in total stockholders' equity. COPIA PARTNERS: Taps Lefkovitz as Legal Counsel ----------------------------------------------- Copia Partners LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire legal counsel. The Debtor proposes to hire Lefkovitz & Lefkovitz to give legal advice regarding its duties under the Bankruptcy Code, prepare a bankruptcy plan, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Steven Lefkovitz $525 Associate Attorneys $375 Paralegals $125 The firm received an initial retainer fee in the amount of $21,500. Steven Lefkovitz, Esq., 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Copia Partners LLC Founded in 2012, Copia Partners -- http://www.copiaproducts.com/-- is a manufacturer of consumable licensed products for babies and disposable table wares. The Company is based in Memphis, Tennessee. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-23736) on April 26, 2017. The petition was signed by Wade Whitley, CEO. At the time of the filing, the Debtor disclosed $1.16 million in assets and $2.29 million in liabilities. The case is assigned to Judge Jennie D. Latta. CTI BIOPHARMA: Has $10.6M Est. Net Financial Standing at March 31 ----------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company reported total estimated and unaudited net financial standing of $10.6 million as of March 31, 2017. The total estimated and unaudited net financial standing of CTI Consolidated Group as of March 31, 2017, was $11.8 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $7.0 million as of March 31, 2017. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $7.7 million as of March 31, 2017. During March 2017, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of March 31, 2017, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of March 2017, the Company's common stock, no par value, outstanding decreased by 1,345 shares. As a result, the number of issued and outstanding shares of Common Stock as of March 31, 2017, was 28,224,447. A full-text copy of the press release is available for free at: https://is.gd/50teAo About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biophrma reported a net loss attributable to common shareholders of $52 million on $57.40 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $122.6 million on $16.11 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $63.84 million in total assets, $56.08 million in total liabilities and $7.75 million in total shareholders' equity. "We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. Additionally, we have resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement in October 2016, and we will no longer be eligible to receive cost sharing or milestone payments for pacritinib's development from Baxalta. We have incurred a net operating loss every year since our formation. As of December 31, 2016, we had an accumulated deficit of $2.2 billion, and we expect to incur net losses for the foreseeable future. Our available cash and cash equivalents were $44.0 million as of December 31, 2016. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2017. This raises substantial doubt about our ability to continue as a going concern," the Company stated in its annual report for the year ended Dec. 31, 2016. DAKOTA PLAINS: Files Plan of Liquidation ---------------------------------------- BankruptcyData.com reported that Dakota Plains Holdings filed with the U.S. Bankruptcy Court a Joint Plan of Liquidation and related Disclosure Statement. According to the Disclosure Statement, "[T]he Debtors conducted an auction of substantially all of their assets on January 23, 2017. BioUrja Trading, LLC (the 'Purchaser') provided the highest and best bid in the amount of $10.850 million. Following a hearing on January 27, 2017, the Bankruptcy Court entered the Sale Order, which, among other things, approved the auction results and authorized the sale of substantially all of the Debtors' assets to the Purchaser. Following the closing of the sale of substantially all of the Debtors assets, the Debtors will no longer operate, but will continue to liquidate any remaining assets and claims up until such assets are transferred to the Liquidating Trust in accordance with the Plan." About Dakota Plains Holdings Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) -- http://www.dakotaplains.com/-- is an energy company operating the Pioneer Terminal transloading facility. The Pioneer Terminal is centrally located in Mountrail County, North Dakota, for Bakken and Three Forks related Energy & Production activity. Dakota Plains Holding and six of its wholly owned subsidiaries filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No. 16-43711) on Dec. 20, 2016, initiating a process intended to preserve value and accommodate an eventual going-concern sale of Dakota Plains' business operations. The petitions were signed by Marty Beskow, CFO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, Dakota Plains Holdings disclosed $3.08 million in assets and $75.38 million in liabilities. Baker & Hostetler LLP has been tapped as the Debtors' legal counsel. Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association serves as co-counsel. Canaccord Genuity Inc. serves as the Debtors' financial advisor and investment banker, Carlson Advisors as accountant, James Thornton as special purpose counsel. The U.S. Trustee has been unable to appoint an official unsecured creditors committee. DELCATH SYSTEMS: CEO Reports Clinical and Commercial Progress ------------------------------------------------------------- Delcath Systems, Inc., announced that Jennifer K. Simpson, Ph.D., MSN, CRNP, president and chief executive officer, has issued a Letter to Stockholders providing a business update. The full text of the Letter, which has also been posted to the Company's website, is as follows. Dear Shareholders: The development of oncology therapeutics is a long and sometimes difficult path, but one of great reward when promising new therapies are brought to patients in need. I am writing you to affirm Delcath's unwavering commitment to advancing our innovative percutaneous hepatic perfusion (PHP) therapy and to highlight the important role this therapy can play in treating patients with cancers of the liver. Oftentimes these patients face limited treatment options. Toward that end, I'd like to update you on our progress and plans for the future, as well as to review some of the challenges we faced last year. Our clinical development programs now provide us with two viable paths to U.S. market approvals. We believe that it is through these trials that shareholder value will ultimately be realized. As such, our focus in 2017 remains on advancing the programs for our innovative Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS), as well as on our commercialization efforts for CHEMOSAT in Europe. The year began with a number of significant developments toward these twin goals, and we are positioned for further advancement of these programs throughout the balance of the year. Our priority for the year is expanding the number of clinical sites and enrolling patients into our global FOCUS Phase 3 clinical trial in hepatic dominant ocular melanoma (the FOCUS Trial). We initiated the FOCUS Trial in January 2016 under a Special Protocol Assessment (SPA) agreement with the U.S. Food and Drug Administration (FDA), which indicates that the design of this trial adequately addresses objectives that, if met, will support regulatory requirements for approval of Melphalan/HDS in this indication. Throughout 2016 we established a network of participating clinical trial sites that now includes 20 prestigious cancer research centers across the U.S. and Europe that are open for patient enrollment. We are continuing to expand this network and expect to have up to 40 clinical centers participating globally in this pivotal study by the end of the summer of 2017. I'd also like to highlight that the clinical potential of Melphalan/HDS in the treatment of ocular melanoma liver metastases was repeatedly supported by compelling clinical data presented and published throughout the past year. Most recently, a single-center retrospective review was published in the American Journal of Clinical Oncology in which the authors found that investigational PHP with Melphalan/HDS offered promising results with a doubling of overall survival (OS) and significantly longer progression-free survival (PFS) and hepatic PFS than other targeted therapies. In addition, an oral presentation at the Regional Cancer Therapies 12th International Symposium reported data from a retrospective, multicenter study demonstrating that 45.7% of patients with ocular melanoma that metastasized to the liver who underwent PHP using investigational Melphalan/HDS experienced a complete or a partial response. That same study further showed that among those who responded to treatment, OS was projected to be more than three years. The projected 657-day median OS and 1,207-day median OS in patients with a partial or a complete response is very impressive, and we believe speaks to the potential of our system to provide a meaningful and durable response in a disease that has an average survival of only six to eight months. We continue to be encouraged that results such as these have been presented or published on several occasions over the last two years, as they provide us with considerable confidence in the potential of the FOCUS Trial to support FDA approval in the U.S. We believe the FOCUS trial represents our fastest path to U.S market approval, and that PHP with Melphalan has the potential to treat up to 2,000 patients with ocular melanoma liver metastases in the U.S. and Europe annually. Another major clinical goal for 2017 is to advance PHP with Melphalan/HDS for the treatment of intrahepatic cholangiocarcinoma (ICC). Toward this end, we announced a new SPA with the FDA for the design of a pivotal trial in that indication. As with the FOCUS Trial, this SPA agreement indicates that this trial design adequately addresses objectives that, if met, will support regulatory requirements for approval of Melphalan/HDS in the treatment of ICC. The ICC pivotal trial is a randomized, controlled study comparing the efficacy, safety and pharmacokinetics of Melphalan/HDS treatment administered sequentially following Cisplatin/Gemcitabine (the current standard-of-care) compared with Cisplatin/Gemcitabine alone in approximately 295 ICC patients at approximately 40 clinical sites in the U.S. and Europe. The primary endpoint is OS and secondary and exploratory endpoints include safety, PFS, overall response rate (ORR) and quality-of-life measures. This is an important program because the current standard of care, surgical resection, is not possible for an estimated 80% to 90% of the approximately 14,000 patients in the U.S. and Europe diagnosed with ICC each year. The promising outcomes and observations for PHP with Melphalan/HDS in the treatment of ICC identified by European investigators at our global Key Opinion Leader Forum last year were discussed at length with the FDA, and provide us with considerable confidence in the potential of our therapy as a treatment for this rare and difficult-to-treat tumor type. We expect the European investigators to submit a manuscript of their data to a peer-reviewed journal for publication later this year. We intend to initiate the ICC study this fall. The trial is designed to be cost-effective, utilizing many trial sites already participating in our FOCUS Trial, and will be pursued in a financially prudent manner. Given the sequential nature of the trial design, our investment will be modest in 2017 as the Melphalan/HDS segment of the study will not begin until late in the year. Commercially, we continue to make steady progress with CHEMOSAT in Europe. Although they remain modest, product sales increased 18% in 2016, to $2.0 million, and were driven by the establishment of ZE diagnostic-related group (DRG) reimbursement for CHEMOSAT procedures in Germany. Throughout 2016 we worked with local and regional hospitals in Germany to support their negotiations for reimbursement levels, and we are pleased with the rates that have been established. With coverage under the ZE system now in place, we expect product sales growth from this market in 2017. Elsewhere in Europe our commercial efforts are focused on building the clinical and pharmacoeconomic data to support reimbursement applications in other key markets. We expect that the positive negotiations for coverage in Germany will support our efforts for payment levels in other markets such as the U.K. and the Netherlands. Securing reimbursement coverage in additional European markets remains critical to future revenue growth for CHEMOSAT. Though more robust revenue growth in Europe remains contingent on wider reimbursement, our market access efforts in Europe have yielded significant achievements thus far. Of note, SPIRE Southampton Hospital in the U.K. recently surpassed 100 treatments with CHEMOSAT since beginning procedures in December 2013. This includes a record eight treatments on a single patient. Since introducing CHEMOSAT in 2012, we have built a significant network of expertise in Europe that has led to the steady flow of abstracts, presentations and publications. These efforts have also established deep relationships with major cancer research centers in Europe that are participating in our pivotal clinical trials. To fund the ongoing development of our clinical and commercial programs, last year we secured $35 million in committed financing through a securities purchase agreement with two institutional investors, which consisted of senior convertible notes and common stock purchase warrants. This committed financing was the best option available to the Company at that time, and it has provided the resources necessary to advance our clinical development programs toward market approvals where shareholder value ultimately resides. We are regularly evaluating additional alternatives for capital and are committed to acting in the best, long-term interest of our shareholders in all that we do. Recently, we entered into separate warrant repurchase agreements under which each investor agreed to a Controlled Account Release, in an aggregate amount of $7,876,312, in exchange for cancellation of the Warrants issued under the original agreement. This transaction simplifies our capital structure, and we continue to expect that the cash remaining in the Controlled Accounts after the warrant repurchase will be sufficient to fund our operating activities through the end of 2017. On behalf of Delcath's management team and Board of Directors, I thank you for your support as we continue to build Delcath into a leading interventional oncology company bringing life-saving therapy to patients suffering with cancers of the liver who have few treatment options. We look forward to reporting on our continued clinical and commercial progress. Sincerely, Jennifer K. Simpson, Ph.D., MSN, CRNP President and Chief Executive Officer About Delcath Systems Delcath Systems, Inc. is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. The Company has commenced a global Phase 3 FOCUS clinical trial for Patients with Hepatic Dominant Ocular Melanoma (OM) and a global Phase 2 clinical trial in Europe and the U.S. to investigate the Melphalan/HDS system for the treatment of primary liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC). Melphalan/HDS has not been approved by the U.S. Food & Drug Administration (FDA) for sale in the U.S. In Europe, its system has been commercially available since 2012 under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath Systems reported a net loss of $17.97 million on $1.99 million of product revenue for the year ended Dec. 31, 2016, compared to a net loss of $14.70 million on $1.74 million of product revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Delcath had $35.23 million in total assets, $36.72 million in total liabilities and a total stockholders' deficit of $1.49 million. Grant Thornton LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2016, has an accumulated deficit of $279.2 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DEVOE'S MUSIC: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: DeVoe's Music, Inc. 51 E. Main St. Lansdale, PA 19446 Case No.: 17-13100 Business Description: The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor has been in the musical instrument sales and service business since 1924. For more information, please visit the Company's website at http://www.devoesmusic.net Chapter 11 Petition Date: May 1, 2017 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Eric L. Frank Debtor's Counsel: Ellen M. McDowell, Esq. MCDOWELL POSTERNOCK APELL & DETRICK, PC 46 West Main Street Maple Shade, NJ 08052 Tel: (856) 482-5544 Fax: (856) 482-5511 E-mail: emcdowell@mcdowellposternocklaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Armand H. DeVoe, Jr., authorized representative. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb17-13100.pdf EASTERN STAR: Taps Arlena Jackson as Accountant ----------------------------------------------- Eastern Star Baptist Church seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire an accountant. The Debtor proposes to hire Arlena Jackson, a certified public accountant, to prepare its income tax returns and provide other accounting services related to its Chapter 11 case. Ms. Jackson will charge $15 per hour for her services. Ms. Jackson does not hold or represent any interest adverse to the Debtor, according to court filings. Ms. Jackson maintains an office at: Arlena Jackson 1423 Main Street, North Little Rock, AR 72114 About Eastern Star Baptist Church Based in North Little Rock, Arkansas, Eastern Star Baptist Church sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 17-10643) on Feb. 3, 2017. The petition was signed by Calvert Jackson, trustee and chairman. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Ben T. Barry. James F. Dowden, Esq., at James F. Dowden, P.A., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. EATERIES INC: Has Interim OK on $200K DIP Loan, Cash Collateral Use ------------------------------------------------------------------- Judge Sarah A Hall of the U.S. Bankruptcy Court for the Western District of Oklahoma entered a Corrected Interim Order authorizing Eateries, Inc., and GRP of Zanesville, LLC, to use cash collateral on a limited basis. The Debtors are also authorized to obtain interim postpetition loans and other extensions of credit from Spirit Bank, in an amount not to exceed $200,000 and subject to the Budget on an interim basis for the period from April 25, 2017 through May 12, 2017. The approved Budget reflects total operating costs of approximately $322,965 and total administrative costs of $2,500. Spirit Bank is granted first priority claims, liens and security interests, and the protections of good faith credit providers to secure the Loan Facility, senior to all other liens and security interests, to secure repayment of principal and any other extensions of credit, interest, fees, expenses, and any fees and expenses of Spirit Bank, but subject only to prior liens, if any, and the CarveOut. Additionally, on account of the Loan Facility, Spirit Bank is granted a superpriority administrative claims and all other benefits and protections allowable under Bankruptcy Code, senior in right to all other administrative claims against the Debtors. Judge Hall acknowledged that the Debtors are without sufficient funds, other than cash collateral, to operate for fifteen or more days until the Final Hearing on the Motion can be held. She further acknowledged that the Debtors' inability to timely pay the costs and expenses will result in immediate and irreparable harm to their assets. The Debtors are indebted to Fresh Capital, LLC, Fiesta Holdings, Inc. and Practical Investors, LLC pursuant to certain documents. Pursuant to the Pre-Petition Claim Documents, Fresh Capital, Fiesta Holdings and Practical Investors hold a valid, enforceable, and allowable claim against the Debtors, as of the Petition Date, in an aggregate amount of at least $1,300,000 of unpaid principal, which claim is secured by properly perfected first priority liens and security interests in, any and all assets and property of the Debtors, now owned or hereafter acquired, real and personal, and the proceeds and products thereof. The Debtors' primary and critical trade creditor, Performance Food Group, Inc., provides food and other supplies to the Debtors' restaurants which are critical to maintaining operations. The Debtors' trade payables to Performance Food Group have a revolving balance of approximately $375,000. Eateries Inc. is giving Performance Food Group a consensual, nonpriority lien and security interest on all of Eateries' assets, with the consent of Spirit Bank and the Secured Creditors, Fresh Capital, Fiesta Holdings and Practical Investors. Performance Food Group, has agreed to subordinate all of its pre-petition claim and all of its rights in the Pre-Petition Collateral to the claims and liens granted to Spirit Bank. Performance Food Group also consents to the use of any cash collateral. Fresh Capital, Fiesta Holdings and Practical Investors have also agreed to subordinate all of their respective PrePetition Claim and all of its rights in the Pre-Petition Collateral to the claims and liens granted to Spirit Bank. The Debtors are directed to maintain, with financially sound and reputable insurance companies, insurance of the kind covering the collateral, and in accordance with the Loan Facility Documents, covering such risks in amounts as will be satisfactory to Spirit Bank and name Spirit Bank as loss payee. The Debtors are also directed to provide to Spirit Bank all of the documentation and reports required under the Loan Agreement and the other Loan Facility Documents. Spirit Bank consents to a carve out from its collateral: (a) all fees required to be paid to the clerk of the Bankruptcy Court and to the Office of the U.S. Trustee plus interest at the statutory rate; (b) for the payment of the reasonable professional fees and expenses of Case Professionals in an amount not to exceed such amounts that are found to be reasonable by the Court, plus (c) an aggregate amount not to exceed $30,000 to be used to pay fees earned and expenses incurred subsequent to the occurrence of an Event of Default. A final hearing on the Motion will take place on May 12, 2017, at 9:30 a.m. Any objection to the entry of a final order on the Motion must be filed on or before May 9, 2017. A full-text copy of the Corrected Interim Order, dated April 26, 2017, is available at https://is.gd/V46ULH A copy of the Cash Basis DIP Budget is available at https://is.gd/SGWcuD Attorneys for SpiritBank: Kevin Blaney, Esq. Eric G. Odom, Esq. BLANEY TWEEDY & TIPTON, PLLC 204 N. Robinson Avenue, Suite 1250 Post Office Box 657 Oklahoma City, OK 73101-0657 Telephone: (405) 235-8445 Facsimile: (405) 236-3410 Email: kblaney@btlawokc.com eric@btlawokc.com Fresh Capital, LLC, Practical Investors, LLC and Fiesta Holdings, Inc. are represented by: Jared D. Giddens, Esq. J. Dillon Curran, Esq. CONNER & WINTERS, LLP 1700 One Leadership Square 211 N. Robinson Oklahoma City, Oklahoma 73102 Telephone: (405) 272-5711 Facsimile: (405) 232-2695 Email: jgiddens@cwlaw.com dcurran@cwlaw.com Performance Food Group, Inc. is represented by: Bradford Sandler, Esq. Pachulski Stang Ziehl & Jones, LLP 919 N Market Street, 17th Floor Wilmington, DE 19801 Tel.: 302.652.4100 Fax: 302.652.4400 Email: bsandler@pszjlaw.com About Eateries and GRP of Zanesville Eateries, Inc., doing business as Garfield's Restaurant & Pub and doing business as S&B Burger Joint of Carbondale, IL, owns 11 different restaurants on leased premises. Hestia Holdings, LLC, holds a 100% stake in the Company. Eateries, Inc., and its affiliate GRP of Zanesville, LLC, filed Chapter 11 petitions (Bankr. W.D. Okla. Case Nos. 17-11444 and 17-11445, respectively) on April 18, 2017. The petitions were signed by William C. Liedtke, III, vice president. The cases are jointly administered and assigned to Judge Sarah A. Hall. Eateries, Inc., estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. GRP of Zanesville estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Mark A. Craige, Esq. and Lysbeth George, Esq. at Crowe & Dunlevy, A Professional Corporation. Eateries, Inc., previously filed sought Chapter 11 protection on Dec. 28, 2012 (Bankr. W.D. Okla. Case No. 12-16224) and on May 11, 2009 (Bank. W.D. Okla. Case No. 09-12499). To date, an official committee of unsecured creditors has not yet been appointed in the new cases. EMAS CHIYODA: Committee Hires Akin Gump as Bankruptcy Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of EMAS Chiyoda Subsea Limited seeks approval from the US Bankruptcy Court for the Southern District of Texas, Houston Division, to retain Akin Gump Strauss Hauer & Feld LLP as its counsel. Services to be rendered by the Counsel are: (a) advise the Committee with respect to its rights, duties and powers in the Debtors' Chapter 11 Cases; (b) assist and advise the Committee in its consultations and negotiations with the Debtors relative to the administration of the Debtors' Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, vessel leases, bareboat charters, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Debtors' Chapter 11 Cases; (g) represent the Committee at all hearings and other proceedings before this Court; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; (k) assist the Committee in its review and analysis of all of the Debtors' various agreements; (l) prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or the Debtors' Chapter 11 Cases; (m) investigate and analyze any claims against the Debtors' non-debtor affiliates; and (n) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The current hourly rates charged by Akin Gump for professionals and paraprofessionals are: Charles R. Gibbs Partner/Financial Restructuring Department $1,250.00 Sarah Link Schultz Partner/Financial Restructuring Department $1,175.00 Joanna F. Newdec Senior Counsel/Financial Restructuring Department $925.00 Eric C. Seitz Senior Attorney/Financial Restructuring Department $795.00 Robert J. Shannon Associate/Financial Restructuring Department $675.00 Eric T. Haitz Associate/Financial Restructuring Department $500.00 Akin Gump responds to the questions set forth in Section D of the Revised UST Guidelines: (a) Akin Gump did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case; (c) Akin Gump did not represent any member of the Committee prior to its retention by the Committee, except as disclosed in the Gibbs Declaration with respect to Serimax; (d) Akin Gump expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Akin Gump reserves all rights; and (e) The Committee has approved Akin Gump's proposed hourly billing rates. The Akin Gump attorneys and paraprofessionals staffed on the Debtors' Chapter 11 Cases, subject to modification depending upon further development, are set forth above in paragraph 13. Charles R. Gibbs, partner of the firm of Akin Gump Strauss Hauer & Feld LLP, attests that Akin Gump is a "disinterested person" within the meaning of Bankruptcy Code section 101(14). The Firm can be reached through: Charles R. Gibbs. Esq. Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4624 Phone: 214-969-2800 Fax: 214-969-4343 Email: cgibbs@akingump.com About Emas Chiyoda Subsea Limited EMAS CHIYODA Subsea Limited (Bankr. S.D. Tex., Case No. 17-31146) and its affiliates filed voluntary Chapter 11 petitions on Feb. 27, 2017. The Company is an international heavy lift subsea, offshore and onshore contractor offering engineering, procurement, construction, transportation, installation, and commissioning services at every stage of the project lifecycle to deliver complex construction projects for customers. The case is assigned to Judge Marvin Isgur. The Debtors are represented by George N. Panagakis, Esq., Justin M. Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill, Esq., and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in London. The Debtors' co-counsel is John F. Higgins, Esq., Joshua W. Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle, Esq., and Eric M. English, Esq., at Porter Hedges LLP, in Houston, Texas. The Debtors' managerial service provider is KPMG Services PTE. LTD. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions, LLC, WongPartnership LLP, as special Singapore counsel. The Debtor's estimated assets is $500 million to $1 billion and its estimated Liabilities is $100 million to $500 million. Judy A. Robbins, the U.S. Trustee for Region 7, on March 21 appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to serve on the official committee of unsecured creditors. EMAS CHIYODA: Committee Taps Alvarez & Marsal as Financial Advisors ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of EMAS Chiyoda Subsea Limited seeks approval from the US Bankruptcy Court for the Southern District of Texas, Houston Division, to retain Alvarez & Marsal North America, LLC as financial advisors to the Committee. Services to be rendered by the Advisor are: (a) assist in the review of cash flow budgets, liquidity and operating results; (b) assist in the review of Court disclosures, including the Schedules of Assets and Liabilities, the Statements of Financial Affairs, Monthly Operating Reports, and Periodic Reports; (c) assist in the review of the Debtors' proposed Debtor-In-Possession financing; (d) assist in the review of the Debtors' cost/benefit evaluations with respect to the assumption or rejection of executory contracts and/or unexpired leases; (e) assist in the analysis of any assets and liabilities and any proposed transactions for which Court approval is sought; (f) assist in the review of the Debtors' proposed key employee retention plan and key employee incentive plan; (g) attend meetings with the Debtor, the Debtors' lenders and creditors, the Committee and any other official committees organized in these chapter 11 cases, the U.S. Trustee, other parties in interest, and professionals hired by the same, as requested; (h) assist in the review of any tax issues; (i) assist in the investigation and pursuit of avoidance actions; (j) assist in the review of the claims reconciliation and estimation process; (k) assist in the review of the Debtors' business plan; (l) assist in the review of the sales or dispositions of the Debtors' assets; (m) assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 cases; and (n) render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these chapter 11 cases. A&M will be entitled to a fixed monthly basis of $150,000 per month for the pendency of the proceedings. In addition to the foregoing Monthly Fees, A&M will be entitled to a completion fee of $750,000. The Completion Fee will be considered earned and payable, subject to the Court's approval, upon the earliest to occur of the confirmation of a chapter 11 plan of reorganization or liquidation, and the sale of substantially all of the Debtors' assets. In addition to the Monthly Fee and Completion Fee, A&M will be entitled to reimbursement of actual and necessary expenses incurred by A&M. A&M is currently performing certain restructuring and financial advisory services for Potential Party in Interest Gulfmark Offshore Inc. and certain of its affiliates. Gulfmark is an unsecured creditor in the Debtors' cases. It is A&M's understanding that, other than an existing Gulfmark claim against the EMAS estate, there is no ongoing business relationship or perceived dispute between Gulfmark and the Debtors. Kirkland & Ellis LLP is identified a Potential Party in Interest in the Chapter 11 Cases. K&E currently represents A&M and/or its affiliates in matters unrelated to the Debtors and these Chapter 11 Cases and represents certain of the same clients as A&M. In addition, certain partners or other persons or entities associated with K&E have invested in A&M Capital Partners, LP. Further, as part of its diverse practice, A&M appears in numerous cases, proceedings and transactions that involve many different professionals, including attorneys, accountants and financial consultants, who may represent claimants and parties-in-interest in the Debtors' cases. Mark Greenberg, Managing Director with Alvarez & Marsal North America, LLC, attests that A&M does not represent any other entity having an interest adverse to the Committee in connection with this case, and therefore believes it is eligible to represent the Committee under section 1103(b) of the Bankruptcy Code. The Firm can be reached through: Mark Greenberg Alvarez & Marsal North America, LLC 600 Madison Avenue, 8th Floor New York, NY, 10022 Tel: +1 212 759 4433 Fax: +1 212 759 5532 Email: mgreenberg@alvarezandmarsal.com About Emas Chiyoda Subsea Limited EMAS CHIYODA Subsea Limited (Bankr. S.D. Tex., Case No. 17-31146) and its affiliates filed voluntary Chapter 11 petitions on Feb. 27, 2017. The Company is an international heavy lift subsea, offshore and onshore contractor offering engineering, procurement, construction, transportation, installation, and commissioning services at every stage of the project lifecycle to deliver complex construction projects for customers. The case is assigned to Judge Marvin Isgur. The Debtors are represented by George N. Panagakis, Esq., Justin M. Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill, Esq., and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in London. The Debtors' co-counsel is John F. Higgins, Esq., Joshua W. Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle, Esq., and Eric M. English, Esq., at Porter Hedges LLP, in Houston, Texas. The Debtors' managerial service provider is KPMG Services PTE. LTD. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions, LLC, WongPartnership LLP, as special Singapore counsel. The Debtor's estimated assets is $500 million to $1 billion and its estimated Liabilities is $100 million to $500 million. Judy A. Robbins, the U.S. Trustee for Region 7, on March 21 appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to serve on the official committee of unsecured creditors. FOLTS HOME: Resident Falls Remain Ongoing Issue, PCO Says --------------------------------------------------------- Krystal Wheatley, the Patient Care Ombudsman appointed for Folts Home, et al., has filed a First Report before the U.S. Bankruptcy Court for the Northern District of New York on April 12, 2017. The PCO noted that a total number of reported incidents of resident falls for the previous month of February and March are 40 and 30, respectively. The PCO shared her concern of a staff shortage that could create an environment for more falls to occur and requested a copy of the staff schedule for review. On April 3, 2017, the PCO made the Department of Health aware of the high volume of falls in the facility. Moreover, The PCO notified the Department Of Health of the observed injury on the second-floor resident seen on April 5, 2017. Although it appeared the facility took appropriate measures following the fall incident of the observed resident, the PCO wanted to update the DOH with falls being an ongoing issue in the facility. The PCO also wanted to inform DOH of the staffing complaints throughout the facility that may potentially be contributing to the high volume of falls reported. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/nynb17-60139-110.pdf About Folts Home Folts Home is a New York not-for-profit corporation and the owner of a 163-bed long-term residential health care and rehabilitation facility located at 100-122 North Washington Street, Herkimer, New York. In addition to long-term skilled nursing and residential care, Folts Home provides memory care to residents with dementia, palliative care and respite care and operates an adult day care program. Folts Home also offers rehabilitation services, such as physical, occupational and speech therapy, on both inpatient and out-patient bases. Currently, Folts Home has approximately 218 active employees. Approximately 124 of the employees are full-time, 60 are part-time and 34 employees are employed on a per diem basis. None of Folts Home's employees are represented by labor unions. Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a New York not-for-profit corporation and the owner of an 80-bed adult residential center that was constructed in 1998 and is located at 104 North Washington Street, Herkimer, New York. FAH residents reside in separate apartments and are provided services such as daily meals, laundry, housekeeping and medication assistance. FAH has approximately 22 active employees. Approximately 12 are full-time employees and 10 are part-time employees. None of FAH's employees are represented by labor unions. Folts Home and FAH currently have average daily censuses of 145 and 69, respectively. Folts Home has 3 major payors: Medicare, Medicaid and Excellus/Blue Cross. The majority of FAH residents Are government subsidized, with 58% covered by Social Security Insurance and 42% private pay. Folts Home and Folts Adult Home, Inc., filed separate, voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case Nos. 17-60139 and 17-60140, respectively) on Feb. 16, 2017. The Chapter 11 cases are being jointly administered under Bankruptcy Rule 1015(b) pursuant to an order of the Court. Folts Home and Folts Adult Home, Inc., through duly-appointed receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, continue to operate their skilled nursing home and adult residence businesses, respectively, and manage their properties as debtors in possession. William K. Harrington, the U.S. Trustee for Region 2, appointed Krystal Wheatley as patient care ombudsman for the Debtors. FOOTE AVENUE: Taps James Joyce as Legal Counsel ----------------------------------------------- Foote Avenue Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire legal counsel. The Debtor proposes to hire James Joyce, Esq., to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Mr. Joyce will charge an hourly rate of $250 for his services. In a court filing, Mr. Joyce disclosed that he does not hold or represent any interest adverse to the Debtor's bankruptcy estate. Mr. Joyce maintains an office at: James M. Joyce, Esq. 4733 Transit Road Buffalo, NY 14043 Phone: (716) 656-0600 Email: jmjoyce@lawyer.com About Foote Avenue Construction Foote Avenue Construction, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-10652) on April 3, 2017. The petition was signed by John Noe, officer and member. The case is assigned to Judge Carl L. Bucki. GABRIELLE LAVERNE BROWN: U.S. Trustee Names Joseph Rodrigues as PCO ------------------------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 17, notified the U.S. Bankruptcy Court for the Northern District of California of the appointment of Joseph Rodrigues as Patient Care Ombudsman for Gabrielle Laverne Brown, dba Sonoma Serenity House. The Appointment was made pursuant to the Court's Order for Appointment of Health Care Ombudsman and Order to Show Cause about the Appointment of Chapter 11 Trustee. Joseph Rodrigues can be reached at: Joseph Rodrigues State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 1300 National Drive, Suite 200 Sacramento, CA 95834 Tel.: (916) 419-7510 Gabrielle Laverne Brown filed a pro se Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10255) on April 6, 2017. GARY DEAN ROGERS: Selling Lubbock Property for $154K ---------------------------------------------------- Gary Dean Rogers asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of his interest in real property including improvements commonly referred to as 5006 Jarvis Street, Lubbock, Texas, to Bingkun Ma and Xiangge Wang for $153,500. Objections, if any, must be submitted 21 days from the date of service. The Debtor owns the Lubbock Property. A single-family home is located on the Lubbock Property. It has been on the market since approximately August 2016. The proposed sale price is the highest and best written offer the Debtor has received since the Lubbock Property has been on the market. The Buyers have entered into a One to Four Family Residential Contract (Resale) with the Debtor to purchase the Lubbock Property, with the sale being contingent upon the Court's approval for $153,500. The sale will be made free and clear of all liens, claims, interests and encumbrances. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Gary_Rogers_230_Sales.pdf To the best of the Debtor's knowledge, there are no consensual liens on the Lubbock Property. The Debtor's listing agent for the sale is Rod Reynolds of Lyons Realty. The application to employ Lyons Realty was granted on Sept. 22, 2016. The Buyers are represented by a realtor in the transaction. Under the Residential Real Estate Listing Agreement, Exclusive Right to Sell, Lyons Realty is to be paid a commission equal to 5% of the Purchase Price at closing. Pursuant to the Contract, Lyons Realty is to pay 3% commission to the Buyers' broker from its commission. No more than a total of 5% in commissions will be paid. At closing to the extent that there are ad valorem taxes due and owing on the Lubbock Property, such claims will be paid in full. Further, the Debtor asks to pay all other normal and customary closing costs and fees. In the exercise of his business judgment, the Debtor has determined that the proposed sale to Buyer, is, at present, the highest and best offer under the circumstances and will maximize the value to the estate. Accordingly, the Debtor asks that the Court (i) approves the sale to the Buyers pursuant to the terms of the Contract; (ii) authorizes the payment at closing of the Broker's commission under the Contract, ad valorem taxes and other customary closing fees and costs; and (iii) for other such relief as the Debtor may be entitled. The Purchasers can be reached at: Bingkun Ma and Xiangge Wang EXIT REALTY OF LUBBOCK Attn: Rosa McGuire Telephone: (806) 771-3900 Facsimile: (806) 771-3948 E-mail: rosa@lubbockrealestateonline.com About Gary Dean Rogers Gary Dean Rogers -- also known as G D Rogers, doing business as Rogers Construction, doing business as Rogers General Construction -- sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10404) on April 4, 2016. Wayne Kitchens, Esq., at Hughes Watters Askanase, LLP, serves as counsel. GATOR EQUIPMENT: Seeks to Refinance Regions' Debt Under New Plan ---------------------------------------------------------------- Gator Equipment Rentals of Iberia, LLC, et al., filed with the U.S. Bankruptcy Court for the Western District of Louisiana an amended and supplemented disclosure statement dated April 21, 2017, in support of the Debtors' joint Chapter 11 plan of reorganization. The Debtors and Regions Bank have engaged in productive discussions concerning the restructuring of debt owed to Regions Bank. The latest Plan contemplates a roughly 18-month period in which Debtors (or Reorganized Debtors) will seek financing to retire the Regions Bank debt. The Debtors recognized the risks associated with this plan. However, the Debtors have been advised by their financial advisors that such refinancing is possible and likely. Thus, Debtors are confident that they will be able to refinance the Regions Bank debt with the timeframe contemplated in the Plan. In the event Debtors (or Reorganized Debtors) are unable to obtain refinancing, the Plan contemplates an auction of Reorganized Debtors as a going concern with the purchaser at auction assuming Reorganized Debtors' obligation under the Plan. However, should such going-concern sale be unsuccessful, Reorganized Debtors will be liquidated through an asset sale with any liens attaching to the proceeds of such sale. Class 1 under the latest plan consists of the allowed secured claims of Regions Bank. Regions Bank's Secured Claim shall be fixed and Allowed, as of the Petition Date, in the amount of (a) $4,446,988.62, plus (b) interest accruing at the rate of $1,061.36 per diem thereafter, plus (c) attorneys' fees and costs from August 31, 2016, until the Petition Date, plus (d) attorneys' fees and costs from the Petition Date until the Confirmation Date to the extent allowed pursuant to Bankruptcy Code § 506(b), plus (e) any additional fees, costs and expenses due under the Regions Loan Documents after the Confirmation Date. The latest plan also modified the classes of the claimants and their treatment. A new class consists of the allowed Iberia general unsecured claims. Classified in Class 6, each holder of an allowed Iberia general unsecured claim shall receive 100% of such Claim. Each Holder of an allowed Iberia general unsecured claims shall be paid in equal quarterly installments beginning on the 15th day of the calendar quarter after the Class 1 Claim of Regions Bank has been paid in full and continuing on the 15th of each succeeding calendar quarter thereafter for 19 calendar quarters until such holder has received an amount equal to one 100% percent of such Claim. Each holder of an allowed Iberia general unsecured may elect to have their claim reduced to a maximum amount of $500 and thereafter be treated as a Class 6 claim. This class is impaired. Property of the estates, together with any property of Debtors that is not Property of the estates and that is not specifically disposed of pursuant to the Plan, shall revest in Debtors on the Confirmation Date. All such property shall become the property of Reorganized Debtors on the Effective Date, free and clear of any and all liens, claims, and interests except as provided otherwise under the Plan. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-51667-282.pdf The Troubled Company Reporter previously reported that holders of general unsecured claims in Iberia Class 2, Fourchon Class 1, and Crane Class 3 will receive 100% of their allowed claims. Each holder of Allowed Claims in Iberia Class 2, Fourchon Class 1, and Crane Class 3 will be paid in equal quarterly installments beginning on the 15th day of the calendar quarter after the Gator Class 1 Claim of Regions Bank has been paid in full and continuing on the 15th of each succeeding calendar quarter thereafter for 19 calendar quarters until the holder has received an amount equal to 100% of the claim. The Debtors estimate that the aggregate amount of Allowed Iberia Class 2, Fourchon Class 1, and Crane Class 3 Claims is $309,917.66. About Gator Equipment Rentals of Iberia Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment Rentals, LLC, are engaged in the equipment rental business. Most of the equipment rented is used in the construction and oil and gas industries. The Debtors filed Chapter 11 petitions (Bankr. W.D. La. Lead Case Nos. 16-51667) on Dec. 5, 2016. Judge Robert Summerhays oversees the Debtors' cases. The Debtors are represented by Paul Douglas Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown LLC. They also have employed BlackBriar Advisors, LLC to provide a chief restructuring officer; and Gordon Brothers Asset Advisors, LLC as equipment appraisers. Gator Equipment Rentals of Iberia and Gator Equipment Rentals of Fourchon each listed under $50,000 in assets and between $1 million and $10 million in liabilities. Gator Crane Service, and Gator Equipment Rentals listed between $1 million and $10 million in both assets and liabilities. GENTLEPRO HOME: Can Use CAN Capital Cash Collateral Until May 25 ---------------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Gentlepro Home Health Care, Inc. to use the cash collateral until May 25, 2017 on an interim basis. The Debtor has acknowledged that there exists a valid lien upon its assets, and the cash proceeds thereof by CAN Capital who holds a security interest in substantially all the assets of the Debtor by way of lien duly filed of which the amount of $79,014 is still due and owing, as of the Petition Date. Judge Baer acknowledged that an immediate need exists for the Debtor to use the pre-petition collateral, including the cash collateral since the Debtor is unable to obtain, on an immediate basis, credit allowable under the Code. CAN Capital will receive a security interest in and replacement lien upon all of the Debtor's now or hereafter acquired property, real or personal, whether in existence before or after the Petition Date including, without limitation, accounts receivable, inventory, machinery and equipment, and the proceeds and products thereof, to the extent actually used and for the diminution in value of CAN Capital's collateral. Such replacement lien will be the same lien as existed as the pre-petition valid liens of record. The Debtor is directed to make interim monthly adequate protection payments to CAN Capital in the amount of $1,400. The payments are provisional pending a final order. In addition to and as a supplement to the foregoing protections, the Debtor will maintain insurance covering the full value of all collateral, and will permit on site inspection of such collateral, policies of insurance, and financial statements, including monthly operating reports. Moreover, the Debtor will maintain a separate operating account, where the Debtor will deposit and maintain all cash and all proceeds of accounts receivable, inventory, contract rights, and general intangibles. The final hearing on the use of cash collateral will take place on May 25, 2017 at 10:00 a.m. A full-text copy of the Interim Order, dated April 25, 2017, is available at http://tinyurl.com/l2wvscy About Gentlepro Home Health Care Gentlepro Home Health Care, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11377). The Petition was signed by Edith Querubin, President. The case is assigned to Judge Janet S. Baer. The Debtor is represented by Joshua D. Greene at the firm of Springer Brown, LLC. At the time of filing, the Debtor had $50,000 to $100,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. GEORGE STREET: Allowed to Use DBTCA Cash Collateral Until May 12 ---------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois signed an Agreed Order authorizing George Street Investors, LLC to use cash collateral to pay post-petition expenses to third parties during the period of April 5, 2017 through May 12, 2017. The Receiver, Daniel J. Hyman of Millennium Properties Real Estate, Inc. is authorized to use cash collateral to pay post-petition expenses to third parties in accordance with that certain Order Appointing Receiver for Non-Residential Property entered in the Circuit Court of Cook County, in Case No. 2016 CH 11079 as consolidated with Case No. 2016 CH 11080 on December 16, 2016. The approved Budget provides the Debtor's cash needs of approximately $32,652 for the period beginning April 5, 2017 through May 14, 2017. In return for the Debtor's continued interim use of cash collateral, Deutsche Bank Trust Company Americas, as Trustee for the Registered Holders of UBS-Citigroup Commercial Mortgage Trust 2012-C1, Commercial Mortgage Pass-through Certificates, Series 2012-C1, by Rialto Capital Advisors, LLC, as Special Servicer and Attorney-in-Fact is granted following adequate protection for their asserted security interests and liens in the rents derived from the property located at 2852-56 N. Southport, Chicago, Illinois, and continuing around the corner to 1411 W. George Street, Chicago, Illinois: (a) The Debtor and/or the Receiver will permit Deutsche Bank full and reasonable access to inspect, review and photocopy or otherwise duplicate the Debtor's books, records and place of business; (b) The Debtor and/or the Receiver will maintain and pay premiums for adequate insurance to cover the Property from fire, theft and water damage. (c) The Debtors and/or the Receiver will make available to Deutsche Bank evidence of that which constitutes its collateral or proceeds. (d) The Debtors and/or the Receiver will provide Deutsche Bank a variance report reflecting the actual cash receipts and disbursements for the preceding week from those reflected in the Budget for that week; (e) The Debtors and/or the Receiver will provide Deutsche Bank additional financial reporting as to its rental income and expenditures, and the status of its operations. (f) The Debtors and/or the Receiver will properly maintain the Property in good repair and properly manage the Property, including, without limitation, in accordance with the Order Appointing Receiver; (g) Deutsche Bank is granted a valid, perfected and enforceable replacement liens and security interests in post-petition rents, proceeds and any other collateral of the Debtor, in the same priority and to the same extent as existed pre-petition. A final hearing on the Debtor's Motion is scheduled to take place on May 11, 2017 at 2:00 p.m. A full-text copy of the Agreed Order, dated April 25, 2017, is available at http://tinyurl.com/kpum3k7 Deutsche Bank Trust Company Americas is represented by: Edward S. Weil, Esq. Jonathan E. Aberman, Esq. Maria A. Diakoumakis, Esq. Mark A. Silverman, Esq. DYKEMA GOSSETT PLLC 10 South Wacker Drive, Suite 2300 Chicago, Illinois 60606 Telephone: (312) 876-1700 Facsimile: (312) 876-1155 Email: eweil@dykema.com jaberman@dykema.com mdiakoumakis@dykema.com msilverman@dykema.com Daniel J. Hyman, the Receiver, is represented by: Richard C. Perna, Esq. Fuchs & Roselli, Ltd. 440 West Randolph, Ste. 500 Chicago, IL 60606 Telephone: (312) 651-2409 Facsimile: (312) 651-2489 Email: rperna@frltd.com About George Street Investors George Street Investors, LLC, is the owner of real property located at 2852-56 N. Southport, Chicago, Illinois, and continuing around the corner to 1411 W. George Street, Chicago, Illinois, consisting of eight residential apartments and ground floor retail. George Street Investors sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-10806) on April 5, 2017, estimating assets and liabilities in the range of $1 million to $10 million. The petition was signed by Arthur Holmer, managing member of Weiland Ventures, LLC. Judge Timothy A. Barnes is assigned to the case. The Debtor tapped Scott R Clar, Esq., at Crane, Heyman, Simon, Welch & Clar, as counsel. GRAFTECH INTERNATIONAL: Incurs $26.3M Net Loss in First Quarter --------------------------------------------------------------- Graftech International Ltd. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $26.34 million on $104.7 million of net sales for the three months ended March 31, 2017, compared to a net loss of $36.37 million on $95.57 million of net sales for the three months ended March 31, 2016. As of March 31, 2017, Graftech had $1.16 billion in total assets, $607.74 million in total liabilities and $555.88 million in total stockholders' equity. The Company believes that it has adequate liquidity to meet its needs. As of March 31, 2017, it had cash and cash equivalents of $18.5 million, long-term debt of $369.2 million, short-term debt of $10.4 million and stockholder's equity of $556 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/OxJGMs About Graftech International Headquartered in Independence, Ohio, Graftech International Ltd. -- http://www.graftech.com-- is a manufacturer of a broad range of high quality graphite electrodes, products essential to the production of electric arc furnace steel and various other ferrous and nonferrous metals. Graftech reported a net loss of $235.8 million on $437.9 million of net sales for the year ended Dec 31, 2016. Graftech had a net loss of $33.5 million on $193.1 million of net sales for the period Aug. 15, 2015, through Dec. 31, 2015, and its predecessor had a net loss of $120.6 million on $339.9 million of revenue for Jan. 1 to Aug. 14, 2015. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit rating on GrafTech International two notches to 'CCC+' from 'B'. Graftech carries a 'Ba3' corporate family rating from Moody's Investors Service. GRAND ABBACO: Approval of Drew Dillworth as Ch. 11 Trustee Sought ----------------------------------------------------------------- Guy G. Gebhardt, the Acting United States Trustee for Region 21, asks the U.S. Bankruptcy Court for the Southern District of Florida to enter an order approving the appointment of Drew M. Dillworth as Chapter 11 Trustee for Grand Abbaco Development of Village West Corporation. The Acting U.S. Trustee has consulted with: (a) Morgan B. Edelboim, Counsel for non-debtor affiliates of Debtor; (b) Paul Joseph McMahon, Counsel for Island Holiday, LLC, interested party; (c) Julio Marrero, Shareholder of Debtor; and (d) Drew M. Dillworth, Chapter 11 Trustee for affiliate-debtor Nassau Development of Village, Case No. 15-27691-AJC, and Peter Russin, counsel for Drew M. Dillworth, regarding the appointment of the Chapter 11 Trustee. 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. GREAT BASIN: Principal Amount of Series B Notes Down to $1.4M ------------------------------------------------------------- As previously disclosed, on April 17, 2017, Great Basin Scientific, Inc., entered into new 2017 Series B Senior Secured Convertible Notes, for an aggregate principal amount of $6.2 million. The notes are not convertible at the option of the holder until Oct. 17, 2017, at a fixed conversion price of $3.00 per share. The Series B Notes may be mandatorily converted into shares of the Company's common stock at any time at the Company's sole option, subject to the satisfaction of customary equity conditions, at the mandatory conversion price then in effect. On April 21, 2017, $1.5 million was released from the restricted cash accounts and returned to the Series B Note holders thereof. Pursuant to the terms of the Series B Notes, the holder's principal amount of the Series B Notes was reduced on a dollar for dollar basis for each dollar of restricted cash released to the holder. Accordingly, the principal amount of the remaining Series B Notes was reduced from $2.9 million to $1.4 million, which remains available for conversion at the Company's sole discretion pursuant to the terms of the Series B Notes. About Great Basin Great Basin Scientific Inc. is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin Scientific reported a net loss of $89.14 million on $3.04 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $57.89 million on $2.14 million of revenues for the year ended Dec. 31, 2015. The Company's independent accountants BDO USA, LLP, in Salt Lake City, Utah, have expressed "substantial doubt" about the Company's ability to continue as a going concern noting that the Company has incurred substantial losses from operations, has negative operating cash flows and has a net capital deficiency. As of Dec. 31, 2016, Great Basin had $73.39 million in total assets, $129.4 million in total liabilities and a total stockholders' deficit of $55.98 million. GRIER BROS: Taps Herbert C. Broadfoot as Legal Counsel ------------------------------------------------------ Grier Bros. Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Herbert C. Broadfoot II, PC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, conduct examinations, and represent the Debtor in connection with the preparation of a bankruptcy plan. Broadfoot charges $375 per hour for the services of its attorneys. Prior to the Debtor's bankruptcy filing, the firm received a retainer in the amount of $20,000, of which $1,717 was paid to the Clerk of the Court at the time of filing and $1,000 was paid to the firm for its pre-bankruptcy services. Herbert Broadfoot, Esq., disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Herbert C. Broadfoot, II, Esq. Herbert C. Broadfoot II, PC Suite 200 3343 Peachtree Road, NE Atlanta, GA 30326 Tel: (404) 926-0058 Fax: (404) 926-0055 Email: bert@hcbroadfootlaw.com About Grier Bros. Enterprises Based in Atlanta, Georgia, Grier Bros. Enterprises, Inc. provides trucking or transfer services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-56817) on April 13, 2017. The petition was signed by Wayne Grier, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. GULFMARK OFFSHORE: Class A Common Stock Delisted from NYSE ---------------------------------------------------------- The New York Stock Exchange LLC filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing or registration of GulfMark Offshore, Inc.'s class A common stock on the Exchange. About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. GulfMark incurred a net loss of $202.97 million in 2016 following a net loss of $215.23 million in 2015. The Company's balance sheet at Dec. 31, 2016, showed $1.05 billion in total assets, $604.3 million in total liabilities and $449.6 million in total stockholders' equity. KPMG LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company expects to be in violation of certain of their financial covenants which will result in the Company's debt becoming subject to acceleration, which raise substantial doubt about its ability to continue as a going concern. * * * In March 2017, S&P Global Ratings lowered its corporate credit rating on U.S.-based offshore service provider GulfMark Offshore to 'D' from 'CCC-'. "Gulfmark has entered into a 30-day-grace period to make the March 15 interest payment on its 6.375% senior unsecured notes due 2022," said S&P Global Ratings credit analyst Kevin Kwok. "The 'D' corporate credit and issue-level ratings reflect our expectation that company will not make the interest payment within the 30-day-grace period, and will instead seek a debt restructuring," he added. In March 2017, Moody's Investors Service downgraded GulfMark's Corporate Family Rating (CFR) to 'Ca' from 'Caa3', Probability of Default Rating (PDR) to 'Ca-PD' from 'Caa3-PD', and senior unsecured notes to 'C' from 'Ca. GYMBOREE CORP: 3 Executives Received $640,000 Retention Bonuses --------------------------------------------------------------- The Compensation Committee of the Board of Directors of The Gymboree Corporation authorized individual retention bonus awards for certain senior executive officers, including three of the Company's named executive officers, Andrew North, chief financial officer; Kimberly Sentovich, executive vice president of Stores and Logistics; and Elizabeth Schumacher, executive vice president, general manager of Gymboree and Gymboree Outlet, who are each eligible to receive a retention bonus under the agreement in the amount of $205,000, $222,500 and $212,500, respectively. The retention bonuses were paid on April 21, 2017. Each recipient's retention bonus entitlement is set forth in a retention bonus agreement in a form approved by the Committee. Recipients are required to repay the after-tax value of the unvested portion of his or her retention bonus if the recipient's employment terminates before Feb. 3, 2018, other than if the recipient is terminated by the Company without "cause" or upon the recipient's death or disability. The retention bonus will vest and no longer be subject to repayment upon achievement of certain milestones through Feb. 3, 2018. About The Gymboree Corporation San Francisco-based The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of Oct. 29, 2016, the Company operated a total of 1,300 retail stores: 591 Gymboree stores (541 in the United States, 49 in Canada and 1 in Puerto Rico), 174 Gymboree Outlet stores (173 in the United States and 1 in Puerto Rico), 150 Janie and Jack shops (149 in the United States and 1 in Puerto Rico), and 385 Crazy 8 stores in the United States. The Company also operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ The Company was taken private by Bain Capital in 2010 in a deal valued at about $1.8 billion. Gymboree Corp. reported net income attributable to the Company of $70.68 million for the 26 weeks ended July 30, 2016. For the year ended Jan. 30, 2016, the Company reported a net loss attributable to the Company of $10.17 million compared to a net loss attributable to the Company of $574.10 million for the year ended Jan. 31, 2015. As of Jan. 28, 2017, Gymboree had $755.49 million in total assets, $1.36 billion in total liabilities and a total deficit of $609.14 million. * * * In January 2017, S&P Global Ratings lowered its corporate credit rating on The Gymboree Corp. to 'CC' from 'CCC+'. The outlook is negative. "The downgrade reflects significant near-term refinancing requirements, limited liquidity, and continuing weak operating performance. We expect further profitability erosion in the upcoming quarters and we believe the company could announce a distressed debt restructuring transaction over the next two quarters," said credit analyst Samantha Stone. As reported by the TCR on Nov. 7, 2016, Moody's Investors Service downgraded The Gymboree Corporation's Corporate Family Rating to Caa3 from Caa1 and Probability of Default Rating to Caa3-PD from Caa1-PD. The downgrade of the Corporate Family Rating to Caa3 reflects Gymboree's weak operating performance and deteriorating liquidity. Net sales and EBITDA fell 4% and 49%, respectively, in the quarter ended July 30, 2016 due to weak customer traffic and margin pressure from inventory clearance activity. HAVEN CHICAGO: Wants Plan, Disclosures Deadline Extended to June 2 ------------------------------------------------------------------ Haven Chicago LP asks the U.S. Bankruptcy Court for the NOrthern District of Illinois to extend the time to file its plan and disclosure statement until June 2, 2017. A hearing to consider the Debtor's request is set for May 12, 2017, at 11:00 a.m. The Court has set a deadline of May 2, 2017, to file the Plan and Disclosure Statement. The Debtor's management has been requested by counsel fro Sehoy Energy LP and Dean Ketcham to provide documents and submit examination under Bankruptcy Rule 2004. The Debtor has voluntarily responded to the request and the Debtor's principal, Albert Adriani, agreed to and has submitted to examination, but there is an ongoing dispute regarding document production. In order to avoid the additional cost and expense of preparing the Plan and Disclosure Statement that may be opposed and in an attempt to resolve the document dispute prior to filing the Plan, the Debtor requests an extension to and including June 2, 2017, to file the Plan and Disclosure Statement. The Debtor assures the Court that it is current with its reporting obligations and other obligations under the Bankruptcy Code. The Debtor's monthly operating reports indicate that the Debtor has a positive cash position since filing. The Debtor requests a continuance to prepare and file an appropriate Plan and Disclosure Statement. As reported by the Troubled Company Reporter on March 16, 2017, the Court previously extended, at the behest of the Debtor, the time for the Debtor to file a plan and disclosure statement to May 2, 2017. About Haven Chicago LP Haven Chicago LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35506) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Jack B. Schmetterer. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Richard G. Larsen, Esq., at Springer Brown, LLC, serves as the Debtor's bankruptcy counsel. HAVEN REAL ESTATE: Wants June 2 Deadline for Plan, Disclosures -------------------------------------------------------------- Haven Real Estate Focus Fund LP asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the time for the Debtor to file its plan and disclosure statement until June 2, 2017. A hearing to consider the Debtor's request will be held on May 12, 2017, at 11:00 a.m. The Court has set a deadline of May 2, 2017, to file the Plan and Disclosure Statement. The Debtor's management has been requested by counsel for Sehoy Energy LP and Dean Ketcham to provide documents and submit to examination under the Bankruptcy Rule 2004. The Debtor has voluntarily responded to the request and the Debtor's principal, Albert Adriani, agreed to and has submitted to examination, but there is an ongoing dispute regarding document production. In order to avoid the additional cost and expense of preparing the Plan and Disclosure Statement that may be opposed and in an attempt to resolve the document dispute prior to filing the Plan, the Debtor requests an extension to and including June 2, 2017, to file the Plan and Disclosure Statement. The Debtor assures the Court that it is current with its reporting obligations and other obligations under the Bankruptcy Code. About Haven Real Haven Real Estate Focus Fund LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Pamela S. Hollis. The Debtor hires Springer Brown, LLC, as legal counsel. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HELIOPOWER INC: Wants to Use Sierra Nevada Solar Cash Collateral ---------------------------------------------------------------- Heliopower Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to use cash collateral on an interim basis. The Debtor depends on the revenues from the solar business, in part, to maintain its business operations, payroll and all other necessary expenses for the business. The Debtor claims that if it is denied the ability to use the revenues, the Debtor will be unable to maintain its solar business and the income stream generated therefrom. Moreover, the Debtor claims that without the ability to use the cash collateral, including the revenues, it will be forced to abandon its solar business to the detriment of the estate, its creditors and other parties in interest. Accordingly, the Debtor proposes that the Court authorize the use of cash collateral on an interim basis in accordance with the Budget. The proposed budget for the use of cash during the next 8 months, from May 2017 through December 2017, reflects total expenses of approximately $6,629,353. The Budget provides for payment of postpetition operating expenses and expenses of administrating the Chapter 11 Case including, mainly, costs and expenses necessary to maintain and operate the restaurant, other expenses in respect of the Debtor's day-to-day operations, and professional fees and expenses associated with the administration of this Chapter 11 Case. In exchange for the use of cash collateral, the Debtor will maintain a detailed accounting of all expenses funded by the cash collateral generated by its business. The Debtor will also timely file its monthly operating reports as required in its Chapter 11 bankruptcy case. Sierra Nevada Solar, Inc. loaned the Debtor $182,218 in exchange for a security interest in the Debtor's assets, pursuant to a business loan agreement . The Debtor asserts that Sierra Nevada Solar will be adequately protected by virtue of the Debtor's continued operation of its business and the expenditure of cash maintaining its business, as the Debtor anticipates generating positive cash flow from operating its business. Thus, new cash and cash-generating assets, including accounts receivable, will become available for replacement liens at a greater rate than cash is spent. Accordingly, Sierra Nevada Solar will be provided with post-petition replacement liens and security interests to the extent of any diminution in value of the prepetition collateral, but subject to the Carve-Out rights and security interests granted to any debtor in possession lender. To the extent that such contractors or entities other than Sierra Nevada Solar, hold valid, duly perfected, non-avoidable liens that are superior to all other liens on the relevant collateral, the Debtor also proposes that such entities be granted replacement liens on the proceeds of such Other Lienholders' collateral, to the extent of the diminution of value of such collateral, which liens will have the same priority, validity, force and effect as the lien that they replace. A full-text copy of the Debtor's Motion, dated April 25, 2017, is available at https://is.gd/GuvoSP A copy of the Debtor's Budget is available at https://is.gd/deLEnR About Heliopower Inc. Founded in 2001 and based in Murrieta, California, HelioPower operates as a solar system integrator. It sells and installs renewable energy systems and remote power solutions for residential, commercial, and field applications. Web site: http://www.heliopower.com/ Heliopower Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-12099), on April 25, 2017. The Petition was signed by Maurice Rousso, president. The Debtor is represented by Samuel A. Schwartz, Esq. at Schwartz Flansburg PLLC. At the time of filing, the Debtor had estimated both assets and liabilities ranging from $1 million to $10 million. HERMAN ROSS: Creditor Seeks Trustee Appointment ----------------------------------------------- Randi Ross, a creditor of Herman Ross, asks the U.S. Bankruptcy Court for the District of Nevada to enter an Order directing the appointment of a Chapter 11 Trustee for the Debtor. According to the creditor, the Debtor has been under the protection from his creditors by the United States Bankruptcy Code since June of 2016 and has never made any effort to comply with the requirements of the Bankruptcy Code. The Debtor never made any payments to a Chapter 13 trustee and the Operating Reports required by the Bankruptcy Rules have not been filed, the creditor said. The creditor added that the filings required by the Bankruptcy Code to accompany the small business filing have likewise, not been filed. Moreover, the Creditor stated that the Debtor's filings and schedules show that he has made $240,000.00 a year from his company, not counting all the additional prerequisites that the company pays for him which he doesn't include in his income. The one Operating Report which the Debtor filed shows receipts of $24,000.00 and expenditures of $24,000.00. The Creditor complained that receipts do not jibe with the Debtor's schedules and statements. Therefore, the Creditor asserts that it would be in the best interest of the Creditors to appoint a trustee to run the business for the Debtor so that its value can be recovered for the Creditors. The Creditor is represented by: William L. McGimsey, Esq. WILLIAM L. McGIMSEY A Professional Corp. 7473 W. Lake Mead Blvd., Suite 100 Las Vegas, NV 89128 Tel.: (702) 382-9948 Email: lawoffices601@lvcoxmail.com The Chapter 11 bankruptcy case is, In re: Herman Ross (Bankr. D. Nev. Case No. 16-13395). HIGH COUNTRY FUSION: Case Summary & 18 Top Unsecured Creditors -------------------------------------------------------------- Debtor: High Country Fusion Co., Inc. P.O. Box 509 Fairfield, ID 83327 Case No.: 17-40347 Business Description: High Country Fusion -- http://hcfusion.com -- is engaged in the sale and service of specialty plastic products. It manufactures high density polyethylene (HDPE), custom fabricated, and standard polyethylene pipes. Chapter 11 Petition Date: April 27, 2017 Court: United States Bankruptcy Court District of Idaho (Twin Falls) Judge: Hon. Jim D Pappas Debtor's Counsel: Joseph M Meier, Esq. COSHO HUMPHREY, LLP P. O. Box 9518 1501 S. Tyrell Lane Boise, ID 83707-9518 Tel: (208) 344-7811 Fax: (208) 338-3290 Email: jmeier@cosholaw.com Total Assets: $9.98 million Total Debts: $7.01 million The petition was signed by Steven Wilson, president. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/idb17-40347.pdf HUNTWICKE CAPITAL: Amends Oct. 31 2016 Form 10-Q to Correct Errors ------------------------------------------------------------------ Huntwicke Capital Group Inc. filed with the Securities and Exchange Commission an amendment no. 1 to its quarterly report on Form 10-Q for the period ended Oct. 31, 2016, to correct errors related to the accounting treatment of (i) certain advances relating to the acquisition of Huntwicke Advisors, LLC, that were accounted for as capital when they were actually expenses of the Company and should have been expensed, (ii) the Company's failure to disclose the issuance of one share of Series A Preferred Stock on March 23, 2016, and, (iii) the Company's disclosure relating to the purchase of Huntwicke Advisors, LLC and Huntwicke Securities LLC by the Company from WS Advantage LP that contained incorrect share issuance. The Company agreed to issue to WS Advantage a total of 1,384,923 shares of common stock versus 96,199 shares of common stock as previously reported. As restated, the Company reported a net loss of $78,111 on $96,417 of rental revenue for the three months ended Oct. 31, 2016, compared to a net loss of $91,103 on $64,017 of rental revenue for the three months ended Oct. 31, 2015. For the six months ended Oct. 31, 2016, the Company reported a restated net loss of $119,907 on $174,785 of rental revenue compared to a net loss of $133,586 on $126,835 of rental revenue for the six months ended Oct. 31, 2015. The Company's restated balance sheet as of Oct. 31, 2016, showed $5.19 million in total assets, $2.01 million in total liabilities and $3.18 million in total stockholders' equity. A full-text copy of the Form 10-Q/A is available for free at: https://is.gd/0NqiBn About Huntwicke Capital Huntwicke Capital Group Inc., formerly known as Magnolia Lane Income Fund, was incorporated in the state of Delaware on May 12, 2009. The Company was formed to commence business as a stock agent in the wool trade. On May 13, 2013, the Company entered into a stock purchase agreement with Ian Raleigh and Michael Raleigh and Magnolia Lane Financial, Inc., whereby the Purchaser purchased from the Sellers, 10,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing approximately 69.57% of the issued and outstanding shares of the Company. As a result, the Purchaser became the majority shareholder of the Company. Magnolia Lane reported a net loss of $197,969 for the year ended April 30, 2016, compared to a net loss of $187,294 for the year ended April 31, 2015. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2016, citing that the Company has used cash in operations of $22,835 and an accumulated deficit of $707,094 at April 30, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. I.O. METRO: May 8 Meeting Set to Form Creditors' Panel ------------------------------------------------------ William T. Neary, United States Trustee for Region 6, will hold an organizational meeting on May 8, 2017, at 11:00 a.m. in the bankruptcy case of I. O. Metro, LLC d/b/a Erdos at Home. The meeting will be held at: Office of the U. S. Trustee Earl Cabell Federal Building 1100 Commerce Street, Room 976 Dallas, Texas 75242 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About I.O. Metro I.O. Metro, LLC is a household furniture retailer is a global information technology consulting, services and outsourcing company. The Company sought bankruptcy protection on April 21, 2017 (Bankr. N. D. Tx , Case No. 17-31607). The petition was signed by Gregg Stewart, CRO. Hon. Stacey G. Jernigan presides over the case. The Debtors listed total assets of $1 million to $10 million and total liabilities of $10 million to $50 million. John C. Leininger, Esq. of Shapiro Bieging Barber Otteson LLP serves as lead bankruptcy counsel to the Debtors, and Saul Ewing LLP serves as local counsel. IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders --------------------------------------------------------------- iHeartCommunications, Inc., announced that it is extending the private offers to holders of certain series of iHeartCommunications' outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes. The Exchange Offers and Consent Solicitations were previously scheduled to expire on April 28, 2017, at 5:00 p.m., New York City time, and will now expire on May 12, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on May 12, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced will now expire at 5:00 p.m., New York City time, on May 12, 2017. As of 5:00 p.m., New York City time, on April 26, 2017, an aggregate principal amount of approximately $30.9 million of Existing Notes, representing approximately 0.4% of outstanding Existing Notes, had been tendered into the Exchange Offers. The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1. The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933. The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IHeartcommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had $12.86 billion in total assets, $23.74 billion in total liabilities and a total shareholders' deficit of $10.88 billion. * * * iHeartCommunications carries a 'Caa2' Corp. corporate family rating from Moody's Investors Service. As reported by the TCR on Dec. 15, 2016, Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. According to the report, the downgrade reflects the increasing likelihood that iHeart will look to restructure its debt within a year or two. The TCR reported on March 17, 2017, that S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offer Anew -------------------------------------------------------------- iHeartCommunications, Inc., announced that it is extending the deadline for participation in the private offers to lenders under its Term Loan D and Term Loan E facilities to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on May 12, 2017. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers. The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5. The Term Loan Offers, which are only available to lenders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933. The new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Term Loan Offers will only be distributed to lenders of Existing Term Loans that complete and return a letter of eligibility. Lenders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Term Loan Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IHeartcommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had $12.86 billion in total assets, $23.74 billion in total liabilities and a total shareholders' deficit of $10.88 billion. * * * iHeartCommunications carries a 'Caa2' Corp. corporate family rating from Moody's Investors Service. As reported by the TCR on Dec. 15, 2016, Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. According to the report, the downgrade reflects the increasing likelihood that iHeart will look to restructure its debt within a year or two. The TCR reported on March 17, 2017, that S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." JIM HANKINS: Lesikar Buying All Assets for $560K ------------------------------------------------ Jim Hankins Air Service, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of substantially all assets outside the ordinary course of business to Woody Lesikar for $560,000, plus ad valorem taxes. In the exercise of its best business judgment, the Debtor has made the decision to liquidate substantially all of its assets in an effort to generate cash to pay the indebtedness of creditors. The Debtor has received an offer for the assets from the Purchaser in the amount of $560,000, plus ad valorem taxes, which is to be paid in full, in cash, at closing. The Purchaser is not purchasing cash, accounts receivable, the "fuel farm" or Debtor's building it constructed at its current location. All other assets are being sold on an "as is, where is" basis. The Debtor, in the exercise of its best business judgment, has made the decision to accept the offer to sell the assets to the Purchaser. There are no valid liens, claims and security interests in, to or upon the assets. The purchaser needs 60 days after closing to finish the removal of the assets. The Purchaser needs 60 days after closing to finish the removal of the assets. The Purchase Price, in the exercise of the Debtor's best judgment, is fair and reasonable, the Purchaser is a good faith purchaser, and the sale of the assets is in the best interests of the Debtor, all creditors and all parties-in-interest. The sale of the assets is justified, as it will further the liquidation of the Debtor's assets. Accordingly, the Debtor asks the Court to approve the sale for the fair, reasonable and appropriate contract price of $560,000, and authorize it to execute all commercially reasonable documents necessary to execute and consummate the sale free and clear of interests. About Jim Hankins Air Service Jim Hankins Air Service, Inc. sought protection under Chapter 11 Of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-00678) on Feb. 24, 2017. The petition was signed by Bruce Moss, vice president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $50,000. KE KAILANI: Case Summary & 8 Unsecured Creditors ------------------------------------------------ Debtor: Ke Kailani Development, LLC 33 Reyburn Drive Katonah, NY 10536 Case No.: 17-22662 Business Description: The Debtor is a Limited Liability Corporation formed under the laws of Hawaii that had been engaged in the business of developing a high end fee simple luxury community. The Chapter 11 case has been filed to enable the Debtor to reorganize its financial affairs and be able to confirm a Plan of Reorganization. The Debtor's principal assets are located at its principal place of business at 33 Reyburn Drive Katonah, NY 10536. It currently has no employees. Chapter 11 Petition Date: May 1, 2017 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Joel Shafferman, Esq. SHAFFERMAN & FELDMAN, LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: 212 509-1831 Email: joel@shafeldlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Michael Fuchs, managing member. A copy of the Debtor's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-22662.pdf KING & QUEEN: Hires John C. Gordon as Counsel --------------------------------------------- King & Queen LLC seeks approval from the US Bankruptcy Court for the District of Maryland, Baltimore Division, to employ additional counsel. The Debtor wishes to employ John C. Gordon, a practitioner duly admitted to the practice of law in this Court. The professional services Counsel has or will render to to Debtor are: (a) conducted a thorough review of the debtor's financial situation, including many hours of consultation with the debtor's sole member and spent many hours gathering financial information regarding the debtor's obligations, thoroughly reviewed the state court receivership action, read and analyzed copies of all deeds of trust on the debtor's real properties, all requisite to developing and articulating to debtor a coherent bankruptcy strategy. (b) conduct thorough review and correction as necessary of all pleadings previously filed in this case will provide the Debtor with legal advice concerning her powers and duties as Debtor-in-possession; (c) prepare as necessary, all applications, answers, orders, reports and other legal papers to be filed by the Debtor; (d) file, prosecute or defend adversary proceedings regarding the debtor or the estate; (e) finalize and file the disclosure statement and plan of reorganization; and (f) perform all other legal services for the debtor and the estate which may be necessary. The Debtor paid $1,200.00 to Counsel for work done and completed prior the application. The Debtor and Counsel have agreed to Counsel's hourly rate of $310.00 and an hourly rate of $200.00 for his legal assistant, with a cap on fees in this case of $20,000.00. John C. Gordon attests that he has no connection with the debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee, other than as may be disclosed herein, in the Application, or in the Rule 2016(b) statement all as filed or to be filed by the undersigned. He represents no interest adverse to the Debtor or Debtor-in-Possession, or the estate in the matters upon which he is to be engaged. The Counsel can be reached through: John C. Gordon, Esq. 532 Baltimore and Annapolis Boulevard Severna Park, MD 21146 Tel: (410) 340-0808 Fax: (410) 544-1244 Email: johngordon@me.com jcglaw@icloud.com About King & Queen LLC King & Queen, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-17120) on May 24, 2016. The Debtor estimated assets of less than $50,000, and liabilities of less than $500,000. Walter Timothy Sutton, Esq., at Cooper & Tuerk LLP serves as the Debtor's bankruptcy counsel. On Dec. 14, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. An amended disclosure statement was filed on March 9, 2017. LAW-DEN NURSING: Patient Care Ombudsman Files 5th Report -------------------------------------------------------- Deborah L. Fish, the patient care combudsman appointed for Law-Den Nursing Home, Inc., filed a Fifth Report with the U.S. Bankruptcy Court for the Eastern District of Michigan regarding the status of the Debtor's quality of patient care covering the period from February 28, 2017, to April 20, 2017. The PCO reported that the Debtor has maintained all of its services and is delivering similar quality care to essentially the same patient population. Based on the Report, the Debtor has increased its Medicare residents since the bankruptcy filing. Moreover, the PCO reported that there had been no material changes to the staff at the facility; however, the Debtor is always hiring staff. Moreover, the PCO reported that there continues to be CNA turnover; however, it is not unusual at the Debtor's facilities. The Report also cited that the Debtor's staffing ratio is in compliance with State requirements. Meanwhile, during the visitation, the PCO noted that the facility was generally clean and that there have been no changes to the security since the last report. As regards the supplies, the PCO reported that the administrative staff has confirmed that the Debtor has maintained its relationship with its pre-petition suppliers and that there have been no interruptions in service, nor any changes in medical supplies. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/mieb16-52058-141.pdf About Law-Den Nursing Home Law-Den Nursing Home, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-52058) on August 30, 2016. The petition was signed by Todd Johnson, administrator. The Debtor is represented by Clinton J. Hubbell, Esq., at Hubbell Duvall PLLC, in Southfield, Michigan. The case is assigned to Judge Phillip J. Shefferly. At the time of its filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million. The Debtor taps David E. Jerome and the Law Offices of Jerome & McLean as labor relations counsel, and Michigan Business Advisor as accountants. Daniel M. McDermott, United States Trustee for Region 9, submitted a Notice of Appointment of Patient Care Ombudsman before the United States Bankruptcy Court for the Eastern District of Michigan naming Deborah L. Fish as the Patient Care Ombudsman in the bankruptcy case of Law-Den Nursing Home, Inc. LIGHTING SCIENCE: Craig Cogut Reports 92.3% Stake as of April 24 ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock, par value $.001 per share, of Lighting Science Group Corporation as of April 24, 2017: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- LED HOLDINGS, LLC 20,972,495 9.6% PP IV (AIV) LED, LLC 154,089,828 70.8% PEGASUS PARTNERS IV (AIV), L.P. 154,089,828 70.8% PP IV LED, LLC 154,089,828 70.8% PEGASUS PARTNERS IV, L.P. 263,894,242 82% LSGC HOLDINGS LLC 154,089,828 70.8% LSGC HOLDINGS II LLC 92,056,785 30% LSGC HOLDINGS III LLC 329,727,518 60.3% LSGC HOLDINGS IIIA, LLC 47,368,422 17.9% PCA LSG HOLDINGS, LLC 52,217,318 19.4% PEGASUS INVESTORS IV, L.P. 263,894,242 82% PEGASUS CAPITAL PARTNERS IV, L.P. 5,000,000 2.2% PEGASUS INVESTORS IV GP, L.L.C. 268,894,242 82.3% PEGASUS PARTNERS V, L.P. 329,727,518 60.3% PEGASUS INVESTORS V, L.P. 329,727,518 60.3% PEGASUS CAPITAL PARTNERS V, L.P. 5,000,000 2.2% PEGASUS INVESTORS V (GP), L.L.C. 334,727,518 60.6% PEGASUS CAPITAL, LLC 655,839,080 92.2% CRAIG COGUT 658,005,745 92.3% On April 24, 2017, Lighting Science issued and sold 4,400 units of its securities to LSGC Holdings III for $1,000 per Series J Security, or aggregate consideration of $4,400,000. Each Series J Security consists of (a) one share of Series J Convertible Preferred Stock of the Issuer, par value $0.001 per share, and (b) a warrant to purchase 2,650 shares of common stock of the Issuer, par value $0.001 per share, at an exercise price of $0.001 per share, subject to certain adjustments pursuant to the terms and conditions set forth in the Warrant Agreement, dated as of April 24, 2017, by and among the Issuer and LSGC Holdings III. The Issuer issued the Series J Securities pursuant to the Series J Preferred Stock Subscription Agreement, dated as of Jan. 27, 2017, by and among the Issuer and LSGC Holdings III, as amended. LSGC Holdings, as a controlling member of LED Holdings may be deemed to be the beneficial owner of shares of common stock of the Issuer held by LED Holdings. Each of LSGC Holdings, PPIV, PIIV, PIGP, PCLLC and Mr. Cogut disclaims beneficial ownership of the shares of common stock held by LED Holdings, as to which this Schedule 13D, as may be amended, relates, other than any securities directly held by such persons, as applicable, and this filing shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose. PPV is the sole member of LSGC Holdings III, and LSGC Holdings III is the managing member of LSGC Holdings IIIa. PIV is the general partner of PPV, and PIVGP is the general partner of PIV and PCPV. PCLLC is the sole member of PIVGP and, as disclosed above, PCLLC may be deemed to be directly or indirectly controlled by Mr. Cogut. Each of PPV, PIV, PIVGP, PCLLC and Mr. Cogut disclaims beneficial ownership of any securities of the Issuer held by LSGC Holdings III, LSGC Holdings IIIa and PCPV, as to which this Schedule 13D, as may be amended, relates, other than any securities directly held by such persons, as applicable, and this filing shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes. A full-text copy of the regulatory filing is available at: https://is.gd/xJVaj5 About Lighting Science Lighting Science Group Corporation is a provider of light emitting diode (LED) lighting technology. The Company designs, develops, manufactures and markets illumination solutions that use LEDs as exclusive light source. The Company's product portfolio includes offerings, such as replacement lamps, luminaires and biological lighting. LED-based retrofit lamps (replacement bulbs) are used in existing light fixtures, as well as LED-based luminaires (light fixtures). Lighting Science reported a net loss of $259,447 on $1.01 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $52,120 on $1.53 million of total revenues for the year ended in 2015. As of Dec. 31, 2016, Lighting Science had $30.68 million in total assets, $56.70 million in total liabilities, $543.99 million in redeemable preferred stock and a $570 million total stockholders' deficit. LIGHTING SCIENCE: Sold $4.4 Million Securities to LSGC III ---------------------------------------------------------- As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on Feb. 2, 2017, Lighting Science Group Corporation entered into a Series J Preferred Stock Subscription Agreement with LSGC Holdings III LLC on Jan. 27, 2017. On April 24, 2017, the Company entered into Amendment No. 1 to Series J Preferred Stock Subscription Agreement. The Subscription Agreement Amendment increased the number of Series J securities the Company may issue pursuant to the Subscription Agreement to approved purchasers between Jan. 27, 2017, and Dec. 31, 2017, from an aggregate of 15,000 Series J Securities to an aggregate of 25,000 Series J Securities. On April 24, 2017, pursuant to the Amended Subscription Agreement, the Company issued and sold 4,400 Series J Securities to Holdings III for aggregate proceeds of $4,400,000. Each Series J Security consists of (x) one share of Series J Convertible Preferred Stock of the Company, par value $0.001 per share, and (y) a warrant to purchase 2,650 shares of common stock of the Company, par value $0.001 per share, at an exercise price of $0.001 per share. The Series J Warrant issued to Holdings III as part of the Series J Securities contains substantially identical terms as the warrants previously issued to PCA LSG Holdings, LLC on Jan. 3, 2014. The proceeds from the April 2017 Offering will be used by the Company for general corporate purposes and to repay its outstanding obligations pursuant to its Loan and Security Agreement, dated April 25, 2014 (as amended) with ACF Finco I LP, as assignee of FCC, LLC, d/b/a First Capital. Pursuant to the Subscription Agreement and as previously reported, the Company (i) issued 3,000 units of Series J Securities to Holdings III for $1,000 per Series J Security, or aggregate consideration of $3,000,000 on January 27, 2017 and (ii) issued 7,000 Series J Securities to Holdings III for $1,000 per Series J Security, or aggregate consideration of $7,000,000 on Feb. 3, 2017. As of April 24, 2017, an aggregate of 14,400 Series J Securities have been issued under the Amended Subscription Agreement (including the 4,400 Series J Securities issued in the April 2017 Offering), and the Company may issue up to an additional 10,600 Series J Securities to approved purchasers between Jan. 27, 2017, and Dec. 31, 2017, under the Amended Subscription Agreement. The Company intends to issue and sell additional Series J Securities in connection with the closing of its pending joint venture with MLS Co., Ltd. as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on March 24, 2017. Each share of Series J Preferred Stock is convertible at any time, at the election of the holder thereof, into the number of shares of Common Stock equal to the quotient obtained by dividing (a) $1,000 by (b) the $0.95 conversion price of the Series J Preferred Stock, subject to adjustment in accordance with the terms set forth in the Amended and Restated Certificate of Designation of Series J Preferred Stock. Upon the consummation of a qualified public offering where (i) the gross proceeds received by the Company and any selling stockholders in the offering are no less than $100 million and (ii) the market capitalization of the Company immediately after consummation of the offering is no less than $500 million, each outstanding share of Series J Preferred Stock will automatically convert into the number of shares of Common Stock equal to the greater of (a) the number of Optional Conversion Shares or (b) the quotient obtained by dividing (x) $2,000 (subject to adjustment in accordance with the terms set forth in the Series J Certificate of Designation) by (y) the price per share of Common Stock paid by the public in the QPO. The shares of Series J Preferred Stock and the Series J Warrants issued on April 24, 2017, were issued by the Company pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the safe harbors for sales provided by Regulation D promulgated thereunder. About Lighting Science Lighting Science Group Corporation is a provider of light emitting diode (LED) lighting technology. The Company designs, develops, manufactures and markets illumination solutions that use LEDs as exclusive light source. The Company's product portfolio includes offerings, such as replacement lamps, luminaires and biological lighting. LED-based retrofit lamps (replacement bulbs) are used in existing light fixtures, as well as LED-based luminaires (light fixtures). Lighting Science reported a net loss of $259,447 on $1.01 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $52,120 on $1.53 million of total revenues for the year ended in 2015. As of Dec. 31, 2016, Lighting Science had $30.68 million in total assets, $56.70 million in total liabilities, $543.99 million in redeemable preferred stock and a $570 million total stockholders' deficit. LOUISIANA CRANE: CBSL Seeks Rejection of Disclosure Statement ------------------------------------------------------------- Central Bank of St. Louis objects to the disclosure statement in connection with the plan of reorganization, dated March 8, 2017, filed by Louisiana Crane & Construction, LLC. CBSL objects to the approval of the Debtor's Disclosure Statement on the same grounds set forth in the Limited Objection of Amegy Bank Business Credit, A Division of ZB, N.A. to the Disclosure Statement dated March 8, 2017. CBSL adopts as its own the arguments made by the Amegy objection. In particular, CBSL complains that the Disclosure Statement fails to provide information concerning the Debtor's post-petition financing and the Debtor's plans and needs for exit financing. It also fails to estimate administrative expense claims and does not provide information that would allow claim holders to estimate the date when payments under the Plan will begin after confirmation. Without this information, CBSL cannot assess the value of its claims in the event of the confirmation of the Plan or more generally an informed judgment about the Plan. Thus, Central Bank of St. Louis, respectfully requests that the Court sustains the objections of CBSL and deny approval of the Disclosure Statement until such objections have been corrected in compliance with Bankruptcy Code section 1125. CBSL also prays for such other and further relief to which it may be justly entitled. Attorneys for Central Bank of St. Louis: J. Eric Lockridge (#30159) eric.lockridge@keanmiller.com Wade R. Iverstine (#31793) wade.iverstine@keanmiller.com KEAN MILLER LLP 400 Convention Street, Suite 700 P. O. Box 3513 (70821-3513) Baton Rouge, LA 70802 Telephone: (225) 387-0999 The Troubled Company Reporter previously reported that the cash required to be distributed under the Plan to the holders of allowed administrative claims and allowed claims on the Effective Date (or on the later date when the claims become allowed claims) will be provided by (i) the cash held by the Debtor on the Effective Date; and (ii) the Reorganized Debtor's operations. The Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-50876-488.pdf About Louisiana Crane Headquartered in Eunice, Louisiana, Louisiana Crane & Construction, LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Douglas D. Marcantel, chief financial officer. Judge Robert Summerhays presides over the case. Michael A. Crawford, Esq., who has an office in Baton Rouge, Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22 appointed three creditors of Louisiana Crane & Construction, LLC, to serve on the official committee of unsecured creditors. LOUISIANA CRANE: DLL Wants Disclosure Statement Rejected -------------------------------------------------------- De Lage Landen Financial Services, Inc., objects to the disclosure statement, dated March 8, 2017, filed by Louisiana Crane & Construction, LLC, because it lacks adequate information. DLL complains that the disclosure statement lacks sufficient information concerning the proposed payment of DLL's Class 15 secured claim. Specifically, Crane proposes to make monthly payments to DLL at the "Secured Lender Rate" based upon the "Secured Lender Amortization." In turn, the Secured Lender Amortization is 60 months for equipment lenders. However, neither the Disclosure Statement nor the Plan state when this sixty-month period will begin or end with respect to DLL. The Disclosure Statement also lacks sufficient information concerning Crane's pre-bankruptcy debt structure. Louisiana Crane does not describe how it came to owe the IRS some $8.4 million (with about $6.5 million being a priority tax claim). Even less, Louisiana Crane does not describe how it intends to pay the IRS over $6.5 million in priority tax claims on or before June 27, 2021. In addition, the Disclosure Statement contains little financial projection information from which creditors can evaluate risk factors associated with the proposed plan and further determine whether the proposed plan is actually feasible. For the said reasons, the Disclosure Statement fails to provide adequate information about material aspects of the Plan and fails to disclose material risk factors associated with the Plan. As a result, the Disclosure Statement does not satisfy the minimum standards required by section 1125 of the Bankruptcy Code, and should not be approved. Counsel for De Lage Landen Financial Services, Inc.: William S. Robbins (24627) Brandon A. Brown (25592) Ryan J. Richmond (30688) STEWART ROBBINS & BROWN, LLC 620 Florida Street, Suite 100 Baton Rouge, LA 70801-1741 Tel.: (225) 231-9998 Fax: (225) 709-9467 Email: wrobbins@stewartrobbins.com bbrown@stewartrobbins.com rrichmond@stewartrobbins.com The Troubled Company Reporter previously reported that under the Plan, each Allowed Class 17 creditor will receive creditor's pro rata share of $1.50 million plus interest at the rate of 6% per annum. The Allowed Class 17 creditors will receive their pro rata share of the Fund based upon: (a) an amortization of five years; (b) a final payment of all unpaid principal and interest on the fifth anniversary of the Effective Date of the Plan; and (c) quarterly payments with the first payment 90 days after the Effective Date. In addition, the Allowed Class 17 creditors will share pro rata in the Class 17 Excess Payment on an annual basis. Class 17 creditors may elect to accept on the Effective Date a cash payment equal to 2% of the creditor's allowed claim which amount will be paid on the later of: (i) the Effective Date; or (ii) when the claim is allowed. Estimated percentage recovery under this class is 20%, if any exist and are allowed. The Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-50876-488.pdf About Louisiana Crane Headquartered in Eunice, Louisiana, Louisiana Crane & Construction, LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Douglas D. Marcantel, chief financial officer. Judge Robert Summerhays presides over the case. Michael A. Crawford, Esq., who has an office in Baton Rouge, Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22 appointed three creditors of Louisiana Crane & Construction, LLC, to serve on the official committee of unsecured creditors. LOUISIANA CRANE: Siemens Financial Objects to Disclosure Statement ------------------------------------------------------------------ Siemens Financial Services, Inc., filed with the U.S. Bankruptcy Court for the Western District of Louisiana an objection to the disclosure statement dated March 8, 2017, filed by Louisiana Crane & Construction, LLC. Siemens Financial contends that the Disclosure Statement does not provide adequate information by which Siemens Financial can make an informed judgment regarding the Proposed Plan and whether to vote in favor of or against the Proposed Plan. Further, while the Proposed Plan and Disclosure Statement define Secured Lender Plan Rate (as the lower of 5% or the contract rate of interest) and Secured Lender Amortization (as 60 months for loans secured by equipment), the Disclosure Statement and Proposed Plan fail to state when the Debtor's Proposed Plan payments begin. In addition, the definition of Effective Date in the Disclosure Statement and Proposed Plan is unclear as written because of the inclusion of the words "selected by the Debtor that is." In the event the Debtor wishes to define the term "Effective Date" as 30 days after confirmation of the Plan becomes final, then the Disclosure Statement and Proposed Plan can simply state this without additional language in both Sections VI.A.1 and 2 of the Disclosure Statement and Proposed Plan. For the reasons, Siemens Financial (a) objects to the Disclosure Statement on the basis that the Disclosure Statement fails to provide adequate information to allow Siemens Financial to make an informed judgment regarding the Proposed Plan, (b) requests that any disclosure statement and plan proposed by the Debtor (including, without limitation, the Proposed Plan currently proposed by the Debtor) and/or confirmed by the Bankruptcy Court include provisions containing the clarifications identified as necessary in the Objection, and (c) requests that the Court grant such other and further relief as the Court deems just and proper. Attorneys for Siemens Financial Services, Inc.: David S. Rubin, Esq. KANTROW SPAHT WEAVER AND BLITZER (APLC) P.O. Box 2997/445 North Blvd. Suite 300 Baton Rouge, LA 70821-2997 Telephone: 225-383-4703 Facsimile: 225-343-0630 As reported by the Troubled Company Reporter on May 17, 2017, under the plan, each Allowed Class 17 creditor will receive creditor's pro rata share of $1.50 million plus interest at the rate of 6% per annum. The Allowed Class 17 creditors will receive their pro rata share of the Fund based upon: (a) an amortization of five years; (b) a final payment of all unpaid principal and interest on the fifth anniversary of the Effective Date of the Plan; and (c) quarterly payments with the first payment 90 days after the Effective Date. In addition, the Allowed Class 17 creditors will share pro rata in the Class 17 Excess Payment on an annual basis. Class 17 creditors may elect to accept on the Effective Date a cash payment equal to 2% of the creditor's allowed claim which amount will be paid on the later of: (i) the Effective Date; or (ii) when the claim is allowed. Estimated percentage recovery under this class is 20% if any exist and are allowed. The Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-50876-488.pdf About Louisiana Crane Headquartered in Eunice, Louisiana, Louisiana Crane & Construction, LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Douglas D. Marcantel, chief financial officer. Judge Robert Summerhays presides over the case. Michael A. Crawford, Esq., who has an office in Baton Rouge, Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22 appointed three creditors of Louisiana Crane & Construction, LLC, to serve on the official committee of unsecured creditors. LSB INDUSTRIES: Robotti Reports 8.2% Stake as of April 17 --------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of LSB Industries, Inc. as of April 17, 2017: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- Robert E. Robotti 2,334,011 8.2% Robotti & Company, Incorporated 2,324,011 8.2% Robotti & Company Advisors, LLC 2,304,958 8.1% Robotti & Company, LLC 18,883 LTI HOLDINGS: Moody's Rates New $805-Mil. Secured Loans 'B2' ------------------------------------------------------------ Moody's Investors Service assigned B2 ratings to LTI Holdings, Inc. (Boyd)'s new $75 million 1st lien revolver and $730 million 1st lien term loan facility. The company's $285 million 2nd lien term loan facility was rated Caa2. The company's Corporate Family Rating (CFR) was affirmed at B3 while its Probability of Default (PDR) rating was affirmed at B3-PD. The rating outlook is stable. Proceeds from the debt issuance will be used to refinancing current debt and fund the acquisition of Aavid Purchaser Corp., a designer and manufacturer of thermal management solutions, as well as related fees and expenses. The acquisition of Aavid will nearly double Boyd's revenue base. The following rating actions were taken: Assignments: Issuer: LTI Holdings, Inc. (Boyd) -- Senior Secured first lien Revolving Credit Facility, Assigned B2 (LGD 3) -- Senior Secured first lien term loan, Assigned B2 (LGD3) -- Senior Secured second lien term loan, Assigned Caa2 (LGD 5) Outlook Actions: Issuer: LTI Holdings, Inc. (Boyd) -- Outlook, Remains Stable Affirmations: Issuer: LTI Holdings, Inc. (Boyd) -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 RATINGS RATIONALE The B3 Corporate Family Rating reflects the company's still modest size following the aquisition, significant leverage, and qualitative concerns related to the cyclical and short lived end markets. The rating incorporates the mix of end market products serving both short term product cycles and longer term product cycles. Some products have short product lives and need continuous new product wins. The rating benefits from positive free cash flow and Moody's expectations for deleveraging in 2017 (approximating 6x including Moody's adjustments) and to a greater degree in 2018. The acquisition is anticipated to create the combined company with a global scale, a more diversified customer and product base, as well as to provide cross-selling opportunities. Moreover the combined entity should have the opportunity to improve manufacturing efficiencies thereby improving margins. Customer concentration will be reduced post the transaction. Moody's does not anticipates any single customer to be larger than 10% of revenues. While Boyd had been underperforming Moody's 2016 expectations, this was mostly because of weakness in certain large mobile clients. Moody's anticipates these same key clients will see improved demand for their products and that this will in turn drive higher demand for component manufacturers like Boyd. Through synergies, cross selling, cost improvement, and additional synergies Moody's expects leverage to improve by at least half a turn at the end of 2018 from over 6x estimated for 2017. LTI Holdings has adequate liquidity with projected cash balances of close to $10 million at year end, expectations of positive free cash flow in 2018, and availability under a $75 million revolving credit facility with no borrowings expected at year end 2017. Required amortization under the term loan is around $7.3 million per year with an excess cash flow sweep to be applied annually. The term loan does not have any financial maintenance covenants but a maximum first lien leverage covenant applies under the revolver should utilization of its commitment exceed 35%. The secured leverage ratio level is to be set to have 35% cushion to the company's projected closing date EBITDA. The company should have sufficient flexibility over the rating horizon. The B2 rating of the first lien credit facilities reflects expected recovery rates that benefit from junior capital beneath their claims to absorb losses in downside scenarios. The Caa2 rating on the second lien term loan reflects lower recovery prospects given its subordinated position to a significant level of senior claims. The stable ratings outlook reflects Moody's views that new product introductions for a few of its key customers will improve profitability and strengthen cash flows over the next eighteen months. Moody's also anticipates good liquidity and positive free cash flow generation. The ratings could be upgraded if the acquisition results in significantly improved end market diversification, better customer diversification, and to the degree that leverage declines below five times. The company's ratings could be downgraded if leverage is expected to reach seven times for several periods, and negative free cash flow was to be experienced, or if EBITA/Interest was trending towards 1.25 times. The loss of one of any major customer, with volume not replaced, could also drive negative ratings pressure. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. LTI Holdings, Inc. is a California-based manufacturer of precision products (e.g. gaskets, seals, and thermal, impact & RFI/EMI protection components) converted from engineered polymer and composite raw materials and supplier of engineered, specialty material-based energy management and sealing solutions. The Company maintains production facilities operating throughout the United States of America, Europe and Asia. Aavid is a designer and manufacturer of thermal management solutions focused on dissipating heat to prevent failure in a wide range of electronic and industrial systems. Pro-forma 2017 revenues are projected to be over $700 million for the combined entity. MICROVISION INC: Signs $24M Deal with Technology Company -------------------------------------------------------- MicroVision disclosed that it received a $6.7 million order in March 2017 for its small form factor display engine for a customer in Asia that plans to embed these engines in a smartphone. The Company expects to begin shipping engines to this customer early in the third quarter of this year. This display engine is part of MicroVision's engine line of business, which includes two additional scanning engines for interactivity and 3D LiDAR sensing that are scheduled for commercial availability later in 2017 and 2018 respectively. MicroVision also announced in April 2017 that it has been awarded a development and supply contract for a laser beam scanning (LBS) system by a technology company. Under this agreement, MicroVision would develop a new generation of MEMS, ASICs and related firmware for a high resolution, LBS-based product the technology company is planning to produce. MicroVision would receive up to $24 million including $14 million in fees for development work that is expected to span 21 months and an upfront payment for other items. The development fees would be paid contingent on completion of milestones in 2017 and 2018. This contract was awarded in the second quarter and is not reflected at all in the first quarter financial results. MicroVision also announced its financial and operating results for the first quarter of 2017. For the three months ended March 31, 2017, MicroVision reported a net loss of $5.64 million on $792,000 of total revenue compared to a net loss of $3.55 million on $3.70 million of total revenue for the three months ended March 31, 2016. Operating loss for the quarter was $5.6 million, compared to a loss of $3.6 million for the same quarter one year ago. As of March 31, 2017, MicroVision had $14.82 million in total assets, $12.67 million in total liabilities and $2.15 million in total shareholders' equity. In the first quarter 2017 cash used in operations was $6.7 million compared to $3.0 million for the same period in 2016. As of March 31, 2017, backlog was $8.5 million and cash and cash equivalents were $7.7 million. A full-text copy of the press release is available for free at: https://is.gd/eqQXrQ About MicroVision Redmond, Washington-based MicroVision, Inc., is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. MicroVision reported a net loss of $16.47 million for the year ended Dec. 31, 2016, compared to a net loss of $14.54 million for the year ended Dec. 31, 2015. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MILK HOUSE: Case Summary & Unsecured Creditor --------------------------------------------- Debtor: The Milk House, L.L.C. 2324 Shore Road Yadkinville, NC 27055 Case No.: 17-50460 Business Description: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Contemporaneously, the Debtor's members Wiley Walter Shore and Shelby Jean Matthews Shore also sought bankruptcy petition. Chapter 11 Petition Date: April 27, 2017 Court: United States Bankruptcy Court Middle District of North Carolina (Winston-Salem) Judge: Hon. Lena M. James Debtor's Counsel: Thomas W. Waldrep, Jr., Esq. WALDREP LLP 101 S. Stratford Road, Suite 210 Winston-Salem, NC 27104 Tel: 336-717-1280 Fax: 336-717-1340 E-mail: notice@waldrepllp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Walter Shore, managing member. The Debtor listed Duke Energy as its unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ncmb17-50460.pdf MOIN LLC: Plan to be Funded from Operation Revenues --------------------------------------------------- Moin, LLC, d/b/a A & M Food Mart, filed with the U.S. Bankruptcy Court for the Western District of Texas a combined disclosure statement and plan of reorganization. The Plan is based upon the Debtor's belief that the continuing operation of its assets and business will result in the maximum recovery possible for holders of claims. The Debtor believes that the best alternative in terms of maximizing dividends to all parties lies in implementing the Plan. The Debtor's plan for continued operation of the business is to operate generally as it has in the past. The revenues from operations will be used to make fixed payments to the secured and unsecured creditors. However, the owner of the property has contemplated the sale of the business. Although it is not officially on the market, if the owner receives a written contract on the property which is of sufficient amount to pay off a substantial amount of the Debtor's debt, the owner may consider such an offer. Class 3 under the plan is the Allowed Claim of Cherokee CAD. An objection to this claim has been filed with the Court. The Debtor contends that there are no monies due and owing to the taxing authority. However, in the event the Court allows the Claim, this creditor will be paid in full, with interest to be paid at the rate of 12% per annum. The Debtor will make monthly payments of $500 per month to this creditor until paid in full. The first payment will commence 30 days after the Effective Date. The Debtor will be the disbursing agent. Class 5 under the plan are Allowed Unsecured Claims Against the Debtor. There are no claims in this class. The Debtor will continue to do business as it did pre-petition until confirmation of the plan. If the plan is confirmed, the reorganized Debtor will continue to operate as it did pre-filing. The Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-60065-24.pdf The Debtor is represented by: John A. Montez, Esq. MONTEZ & WILLIAMS, P.C. 3809 W. Waco Drive Waco, TX 76710 (254) 759-8600 (254) 759-8700 FAX Email: johna.montez@yahoo.com About Moin LLC Moin, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60065) on February 1, 2017. The petition was signed by Amer Mohiuddin, President. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. MONDO WINE: Taps Linda Hamilton as Accountant --------------------------------------------- Mondo Wine Estate LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an accountant. The Debtor proposes to hire Linda Hamilton, a certified public accountant, to prepare its tax returns and provide other accounting services related to its Chapter 11 case. No retainer has been paid by the Debtor to the proposed accountant. Ms. Hamilton, however, received a retainer of $750 from an entity related to the Debtor. Ms. Hamilton disclosed in a court filing that she does not hold any interest adverse to the Debtor's bankruptcy estate. Ms. Hamilton maintains an office at: Linda Hamilton 1538 Oak Street Paso Robles, CA 93446 Phone: (805) 227-4436 Fax: (805) 227-6362 Email: linda@ljhamiltoncpa.com About Mondo Wine Estate Mondo Wine Estate LLC, based in Paso Robles, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10509) on March 24, 2017. In its petition, the Debtor estimated $2.7 million in assets and $2.24 million in liabilities. The petition was signed by Carl Douglas Mondo, managing member. The Hon. Peter Carroll presides over the case. William C. Beall, Esq., at Beall & Burkhardt, APC, serves as the Debtor's bankruptcy counsel. MRI INTERVENTIONS: Reports 44% Increase in Revenue for Q1 --------------------------------------------------------- MRI Interventions, Inc., announced financial results for the first quarter ended March 31, 2017. The Company reported a net loss of $1.65 million for the three months ended March 31, 2017, compared to a net loss of $2.04 million for the three months ended March 31, 2016. Frank Grillo, president and CEO of MRI Interventions, stated: "We are very pleased to begin 2017 with another quarter of record results. In addition to 44% revenue growth over the first quarter of 2016, we achieved: * A record 146 procedures in the first quarter, our eighth quarter in a row of growth in procedure volume; * Two systems sales closed, three new systems evaluations initiated, and four accounts completed their first procedures with ClearPoint; * Installed base reached 49 accounts; and * Continued expense control and leverage of our resources, resulting in a 16% decrease in our use of cash to fund operations "This momentum has carried into the second quarter, where we see continued strength in neurosurgery procedure growth at our existing centers, and our pipeline for new accounts remains on track. We believe we have increased our market opportunities with two exciting new relationships. These relationships are intended to leverage and expand our MRI guided surgical platform into additional unmet medical needs, which include: * Jointly with Mayo Clinic, designing and developing MRI- guided, minimally invasive therapies for stroke. The initial focus of the collaboration is the development and commercialization of a novel, MRI-guided product for the treatment of intra cerebral hemorrhage ("ICH"). * Jointly with Acoustic Medsystems, developing an innovative ablation technology and procedure for the treatment of locally advanced, non-resectable pancreatic cancer. "We believe continued growth in our core neuro-navigation business and these two new technology development agreements hold tremendous promise for our company. We look forward to further increasing utilization and broadening our product line to include additional therapeutic treatments where the power of MRI-guided imaging can bring value to patients, surgeons and hospitals." Total revenues were $2.0 million for the three months ended March 31, 2017, an increase of $613,000, or 44%, compared with $1.4 million for the same period in 2016. This increase was due primarily to an increase in the Company's disposable product sales. ClearPoint disposable product sales increased $559,000, or 51%, to $1.7 million for the three months ended March 31, 2017, compared with $1.1 million for the same period in 2016. This growth in disposable sales reflected a record 146 ClearPoint Neuro Navigation System procedures performed in the 2017 first quarter. ClearPoint reusable product sales were $259,000 for the three months ended March 31, 2017, compared with $262,000 for the same period in 2016. Reusable products consist primarily of computer hardware and software bearing sales prices that are appreciably higher than those for disposable products and historically have fluctuated from period to period. Gross margin on product revenues for the three months ended March 31, 2017, was 61%, compared to gross margin of 49% for the same period in 2016. The increase in gross margin was due primarily to product mix differences between the three months ended March 31, 2017, and 2016 in the equipment configuration of hardware and software in ClearPoint systems sold during those respective periods. The increase in gross margin also reflected greater production efficiencies achieved during the three months ended March 31, 2017, due to higher sales and production volumes relative to the same period in 2016. Research and development costs were $558,000 during the three months ended March 31, 2017, compared to $657,000 during the same period in 2016, a decrease of $99,000, or 15%. The decrease was due primarily to decreases in personnel costs, professional fees and product development costs. Selling, general and administrative expenses were $2.1 million during the three months ended March 31, 2017, compared with $2.0 million during the same period in 2016, an increase of $76,000, or 4%. The increase was primarily attributable to increases in personnel costs associated with additions to the Company's clinical specialist group, and increased professional fees, partially offset by a decrease in stock-based compensation costs. The Company's operating loss for the three months ended March 31, 2017 declined $580,000, or 30%, to $1.4 million, as compared with $1.9 million for the same period in 2016. During the three months ended March 31, 2017, and 2016, the Company recorded a loss of $93,000 and a gain of $160,000, respectively, resulting from changes in the fair value of derivative liabilities. For the three months ended March 31, 2017, such derivative liabilities related to: (a) the issuance of warrants in connection with 2012 and 2013 private placement transactions; and (b) an amendment, in June 2016, of the Company's note payable to Brainlab AG to add contingent conversion terms and potential down round pricing protection of warrants issued in connection with that note as discussed further below. For the three months ended March 31, 2016, derivative liabilities were limited to the issuance of warrants in connection with the 2012 and 2013 private placement transactions. Net interest expense during the three months ended March 31, 2017, and 2016 was $213,000 and $345,000, respectively, a decrease of $132,000, or 38%. This decrease was due to the reduction of principal balances of the note payable to Brainlab, resulting from the restructuring of that note, and to holders of junior secured notes payable that were issued in 2014, resulting from the conversion into equity of certain of those notes. Reflecting the effects of these non-cash items, net loss for the three months ended March 31, 2017, was $1.7 million, as compared with $2.0 million for the same period in 2016. In April 2016, the Company entered into a securities purchase agreement with Brainlab under which a note payable to Brainlab in the principal amount of $4.3 million was restructured and, among other items, the Company: (i) entered into a patent and technology license agreement with Brainlab for software relating to the Company's SmartFrame device, in consideration for the cancellation of $1.0 million of the principal amount of the Brainlab Note; and (ii) issued to Brainlab, in consideration for the cancellation of approximately $1.3 million of the principal amount of the Brainlab Note, equity units, consisting of shares of the Company's common stock and warrants to purchase shares of common stock. The restructured note matures on Dec. 31, 2018. On June 30, 2016, the Company entered into an amendment with Brainlab, with respect to the Brainlab Note, under which the parties agreed that, in the event the Company closes a qualified public offering: (i) $500,000 of the principal balance of the note, plus all unpaid accrued interest on that amount, will automatically convert into the security offered in the qualified public offering; and (ii) the exercise price for 34,957 shares of common stock underlying warrants issued in connection with the note will be reduced as provided in the Amendment. On Aug. 31, 2016, the Company entered into amendments with the two holders of the 2014 Junior Secured Notes that provided, in the event the Company were to close a private equity offering, for: (a) the conversion to equity of an aggregate of $1.75 million of principal based on the private offering price; and (b) a reduction in the exercise price for shares of common stock that may be purchased upon exercise of warrants issued in connection with the issuance of such notes based the private offering's terms for warrant exercise pricing. On Sept. 2, 2016, the Company completed a private equity offering, resulting in the principal conversion and reduction of the warrant exercise price. As previously announced, on July 21, 2016, the Company's Board of Directors approved a 1-for-40 reverse stock split of its issued common stock, which was effectuated on July 26, 2016. All disclosure of common shares and per share data in the accompanying condensed consolidated financial statements have been adjusted retroactively to reflect the reverse stock split for all periods presented. As of March 31, 2017, MRI Interventions had $6.19 million in total assets, $8.39 million in total liabilities and a $2.20 million total stockholders' deficit. A full-text copy of the press release is available for free at: https://is.gd/OZFVND About MRI Interventions Based in Irvine, Calif., MRI Interventions, Inc., is a medical device company. The Company develops and commercializes platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging (MRI) guidance. It has two product platforms: ClearPoint system, which is used to perform minimally invasive surgical procedures in the brain and ClearTrace system, which is under development, to be used to perform minimally invasive surgical procedures in the heart. MRI Interventions incurred a net loss of $8.06 million for the year ended Dec. 31, 2016, compared to a net loss of $8.44 million for the year ended Dec. 31, 2015. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MRI INTERVENTIONS: Signs License Agreement with Acoustic -------------------------------------------------------- MRI Interventions, Inc., announced it has signed a license and collaboration agreement with Acoustic MedSystems, Inc., a developer of novel ultrasound ablation technologies and systems. Under the agreement, MRI Interventions and AMS will co-develop real-time, MRI-guided ultrasonic ablation therapies with an initial focus on the treatment of pancreatic cancer. Development of these therapies will further expand the capabilities and addressable market for MRI Interventions' revolutionary MRI-guided surgical platform. Pancreatic cancer is a debilitating form of cancer, with over 50,000 patients diagnosed each year in the United States. In approximately half of these patients, the cancer has metastasized to other locations in the body, and is not treatable surgically. In cases where the cancer has not metastasized, the tumor is often complex in shape, location, and structure. Due to these complexities, it is estimated that surgeons are unable to surgically resect these otherwise local pancreatic tumors in approximately 15,000 - 20,000 patients per year. MRI Interventions and AMS believe an MRI-guided ultrasound ablation therapy can provide a promising, new treatment approach for these patients. "Part of our strategic plan is to expand the breadth of our technology to encompass other therapies that can benefit from real time MRI guidance, navigation and targeting," said Frank Grillo, president and chief executive officer of MRI Interventions. "By combining our know-how in MRI-guided procedures with AMS's ability to utilize ultrasonic energy to ablate complex tumors, we believe we can provide a therapy for these patients, which will enable surgeons to reduce the size and shape of the tumor with ablation, and then resect previously unresectable pancreatic cancer. We look forward to further developing this exciting technology with AMS." The initial product development effort will combine MRI Interventions' technology related to real-time MRI guidance and thermometry, with AMS's technology for controlled ultrasonic ablation. Both companies have achieved 510(k) clearance for their respective technologies in other fields, and will work together to develop new product candidates for the pancreatic cancer application. As part of the agreement, MRI Interventions receives an exclusive license to AMS's technology in the field of pancreatic cancer, and will work collaboratively with AMS to develop MRI guided ultrasound ablation products that can shape and conform thermal therapy treatment to pancreatic cancer. About MRI Interventions Based in Irvine, Calif., MRI Interventions, Inc., is a medical device company. The Company develops and commercializes platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging (MRI) guidance. It has two product platforms: ClearPoint system, which is used to perform minimally invasive surgical procedures in the brain and ClearTrace system, which is under development, to be used to perform minimally invasive surgical procedures in the heart. MRI Interventions incurred a net loss of $8.06 million for the year ended Dec. 31, 2016, compared to a net loss of $8.44 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company had $7.40 million in total assets, $8.15 million in total liabilities and a total stockholders' deficit of $756,069. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NAKED BRAND: Incurs $10.8 Million Net Loss in Fiscal 2017 --------------------------------------------------------- Naked Brand Group Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of US$10.78 million for the year ended Jan. 31, 2017, compared with a net loss of US$19.06 million for the year ended Jan. 31, 2016. The fiscal year 2017 net loss included $5.3 million in non-cash stock option compensation charges, compared to $5.6 million of non-cash stock option compensation charges in fiscal year 2016. For the year ended Jan. 31, 2017, net sales increased by 32.6% to US$1.8 million, compared to US$1.4 million for the year ended Jan. 31, 2016. Gross margin was 20.5% for the fiscal year 2017, compared to 7.1% for the fiscal year 2016. For the three months ended Jan. 31, 2017, the Company reported a net loss of US$2.59 million on US$549,900 of net sales compared to a net loss of US$10.58 million on US$451,300 of net sales for the three months ended Jan. 31, 2016. As of Jan. 31, 2017, Naked Brand had US$3.68 million in total assets, US$2.36 million in total liabilities and US$1.32 million in total stockholders' equity. Total cash and cash equivalents at Jan. 31, 2017, were US$0.9 million compared to US$4.8 million at Jan. 31, 2016. Subsequent to fiscal year-end, the Company completed an "at-the-market" offering for gross proceeds of US$5.5 million through the sale of 2,189,052 shares of the Company's common stock at an average price of $2.51 per share. The Company ended fiscal year 2017 with US$2.2 million of inventory on hand compared to US$0.9 million for the same period of fiscal 2016. The increase was the result of the procurement of additional collections, including the women's intimates and Wade X Naked collections. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2017, stating that the Company incurred a net loss of $10,798,503 for the year ended Jan. 31, 2017, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/tiLyEA About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York. NEW JERSEY MICRO-ELECTRONIC: Case Summary & 10 Unsecured Creditors ------------------------------------------------------------------ Debtor: New Jersey Micro-Electronic Testing, Inc. 1240 Main Avenue Clifton, NJ 07011 Case No.: 17-18977 Business Description: Based in Clifton, NJ, New Jersey Micro- Electronic Testing, Inc. -- http://njmetmtl.com/-- provides professional electronic component testing to the commercial, military, aerospace, industrial and automotive fields worldwide for nearly 40 Years. The Company posted gross revenue of $2.25 million in 2016 compared to gross revenue of $2.59 million in 2015. Chapter 11 Petition Date: May 1, 2017 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtor's Counsel: Matteo Percontino, Esq. NORRIS MCLAUGHLIN & MARCUS, PA 400 Crossing Boulevard, 8th Floor Bridgewater, NJ 08807 Tel: 908-722-0700 E-mail: mpercontino@nmmlaw.com - and - Bruce J. Wisotsky, Esq. NORRIS MCLAUGHLIN & MARCUS, PA 400 Crossing Boulevard Ste 8th Floor Bridgewater, NJ 08807 Tel: 908-252-4347 E-mail: bwisotsky@nmmlaw.com Total Assets: $483,782 Total Liabilities: $4.68 million The petition was signed by Giacomo Federico, president. A copy of the Debtor's list of 10 unsecured creditors is available for free at http://bankrupt.com/misc/njb17-18977.pdf NEXT GROUP: Will Sell Back AIM to DKM for $1 -------------------------------------------- Next Group Holdings, Inc. signed a Purchase and Sale Agreement with Dean Keatin Marketing, LLC and related parties to sell back AIM (Accent Intermedia, LLC) to DKM. This Agreement will release NXGH from approximately $1.9 million in debt and other obligations. NXGH acquired AIM from DKM when it signed the previous "Purchase and Sale Agreement" on July 22, 2016. As per the Agreement, NXGH will sell, transfer and deliver to DKM, 100% of the capital stock of Transaction Processing Products, Inc. and all AIM venture debt, for $1. DKM will indemnify and hold harmless NXGH for any and all liabilities or costs incurred by NXGH arising from AIM prior to July 7, 2016, including the approximate $2 million in payables currently being carried by AIM. Upon execution, this $2 million in payables will be removed from the consolidated financial statements of NXGH. NXGH is responsible for any and all costs associated with the termination of any employee of AIM that occurred after July 7, 2016, to the date of this Agreement. As per the Agreement, NXGH will be entitled to 45% of the gross proceeds of any settlement or judgment obtained by AIM, DKM, TPP or any of their assignees or successors in interest from its litigation against ComData, Inc./FleetCor. The parties have agreed to use their best efforts to complete all pre-closing due diligence and enter into a definitive agreement. About Next Group Holdings Next Group Holdings, Inc., formerly Pleasant Kids, Inc., through its operating subsidiaries, is engaged in the business of using its technology and certain licensed technology to provide mobile banking, mobility and telecommunications solutions to underserved, unbanked and emerging markets. Its subsidiaries are Meimoun and Mammon, LLC (100% owned), Next Cala, Inc (94% owned). NxtGn, Inc. (65% owned) and Next Mobile 360, Inc. (100% owned). Additionally, Next Cala, Inc. has a 60% interest in NextGlocal, a joint venture formed in May 2016. Pleasant Kids reported a net loss of $1.82 million for the year ended Sept. 30, 2015, following a net loss of $1.72 million for the year ended Sept. 30, 2014. As of Sept. 30, 2016, Next Group had $4.79 million in total assets, $9.04 million in total liabilities, all current, a total stockholders' deficit of $1.62 million, and $2.62 million in total non-controlling interest in subsidiaries. Anton & Chia, LLP, in Newport Beach, California, issued "going concern" qualification on the consolidated financial statements for the year Sept. 30, 2015, citing that the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company's ability to continue as a going concern. NICE CAR: Seeks Interim Authorization on Cash Collateral Use ------------------------------------------------------------ Nice Car, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral on an interim basis. The Debtor proposes to use cash collateral which may include cash-on-hand and cash to be generated from the continued operations of its business, including the collection of its accounts receivable and the sale of inventory. In addition, the Debtor proposes to use the cash collateral during the Interim Period solely to pay the ordinary, necessary and reasonable expenses of operating its business exclusively in accordance with and subject to the Budget. The Budget includes a four month estimate of the costs and expenses of administering the Case, including payments under the Carve-Out. The Budget provides total expenses in the aggregate sum of $630,762 for the month of May 2017 through August 2017. The Debtor is currently indebted to Stirling Financial LLC in the sum of $20,978,653, secured by the Debtor's intangibles and all proceeds thereof, including but not limited to all accounts, chattel paper, documents, instruments, promissory notes and tangibles, including inventory. Accordingly, the Debtor will grant Stirling Financial the following adequate protection: (a) additional and replacement valid, binding, enforceable, nonavoidable, and automatically perfected postpetition security interests in and liens, on all property of the Debtor and the Debtor's estate, whether now owned or hereafter acquired or existing and wherever located, including proceeds and all products of the foregoing; (b) an allowed administrative expense claim in the Case ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any postpetition Diminution in Value; (c) monthly adequate protection payment of $10,000. The first Adequate Protection Payment shall be due on or before May 20th, 2017; (d) the Debtor will permit representatives, agents, and employees of Stirling Financial to: (i) have access to and inspect the Debtor's assets; (ii) examine the Debtor’s books and records; and (iii) to discuss the Debtor's affairs, finances, and condition with the Debtor's officers and financial advisors. The Adequate Protection Liens, the Superpriority Claim and the Adequate Protection Payment, will be subject and subordinate to the following expenses: (a) all fees required to be paid to the Clerk of the Bankruptcy Court and to the U.S. Trustee plus interest at the statutory rate; and (b) all accrued but unpaid costs, fees, and expenses incurred by persons or firms retained by the Debtors, to the extent allowed at any time whether allowed by interim order, procedural order, or otherwise in an aggregate amount not to exceed $90,000. The Debtor's authorization to use cash collateral will terminate upon the expiration of the Remedies Notice Period following an event of default. The following events will each constitute an event of default: (i) the violation of or failure by the Debtor to perform, in any respect, any of the terms, provisions, conditions, covenants, or obligations under the Interim Order, including the Budget; (ii) obtaining of credit or the incurring of indebtedness that is secured by a security interest, mortgage or other lien on all or any portion of the Postpetition Collateral which is equal or senior to any security interest, mortgage or other lien of Stirling Financial, or entitled to priority administrative status which is equal or senior to that granted to Stirling Financial; (iii) the institution of a Challenge after a party in interest has been granted standing by order of the Court; (iv) any lien or security interest purported to be created under the Prepetition Loan Documents will cease to be, or will be asserted by the Debtor not to be, a valid and perfected lien on or security interest in any Prepetition Collateral, with the priority required by the Prepetition Loan Documents or the Interim Order; (v) entry of an order by the Court granting relief from or modifying the automatic stay (a) to allow any creditor to execute upon or enforce a lien on or security interest in any Postpetition Collateral, or (b) with respect to any lien of or the granting of any lien on any Postpetition Collateral to any state or local environmental or regulatory agency or authority; (vi) the reversal, vacatur, or modification of the Interim Order; dismissal of the Case or conversion of the Case to a case under chapter 7, or appointment of a Chapter 11 trustee or examiner with enlarged powers or other responsible person; (vii) the sale of any portion of the Debtor's assets outside the ordinary course of business without the prior written consent of Stirling Financial, in its sole discretion; (viii) the Debtor's failure to obtain entry of the Final Order by May 26, 2017; (ix) the Debtor's failure to file a plan of reorganization by May 26, 2017; (x) the Debtor's failure to obtain confirmation of the Plan by July 31, 2017; (xi) the granting of any motion providing for reconsideration, stay, or vacatur of the Interim Order; or (1) the Debtor will assert in any pleading filed in any court that any material provision of the Interim Order is not valid and binding for any reason, or (2) any material provision of the Interim Order will, for any reason, cease to be valid and binding without the prior written consent of Stirling Financial. A full-text copy of the Debtor's Motion, dated April 25, 2017, is available at http://tinyurl.com/mp4j9e2 About Nice Car, Inc. Founded in 1977, Nice Car -- https://nicecar1977.com/ -- is a family owned and operated full service used car dealer. The Debtor's business is located in Hollywood, Broward County, Florida and serves customers throughout the South Florida area. Steven Kerzer is the 100% shareholder of the Debtor and the Debtor's president. Nice Car, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-15001), on April 24, 2017. The petition was signed by Steven Kerzer, president. The case is assigned to Judge Raymond B Ray. The Debtor is represented by Robert F. Reynolds, Esq. at Slatkin & Reynolds, P.A. At the time of filing, the Debtor had estimated assets and liabilities ranging from $10 million to $50 million. NICK STELLEY: Committee Taps Young Cotter as Legal Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Nick Stelly Welding, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire legal counsel. The committee proposes to hire Young, Cotter & Meade, LLC to, among other things, give legal advice regarding the administration of the Debtor's Chapter 11 case, investigate the Debtor's financial condition, and assist in negotiations in connection with the formulation of a bankruptcy plan. The firm will receive an hourly rate of $300 for its services. Young, Cotter does not represent any interest adverse to the committee and the Debtor's bankruptcy estate. The firm can be reached through: Adam G. Young, Esq. Young, Cotter & Meade, LLC 315 S. College Road, Suite 163 Lafayette, LA 70503 Phone: 337-261-8800 33Fax: 7-234-3133 Email: adam@ycmlawfirm.com About Nick Stelly Welding Nick Stelly Welding, LLC, a company based in Rayne, Louisiana, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 17-50142) on February 9, 2017. The petition was signed by Nicholas Stelly, owner. At the time of the filing, the Debtor disclosed $1.78 million in assets and $3.12 million in liabilities. The case is assigned to Judge Robert Summerhays. Weinstein & St. Germain, LLC is the Debtor's bankruptcy counsel. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. NOTIS GLOBAL: Removes Marcum LLP as Accountants ----------------------------------------------- Notis Global, Inc., dismissed Marcum, LLP, as its principal accountant effective April 21, 2017. The report of Marcum on the Company's consolidated financial statements for the fiscal years ended Dec. 31, 2014, and 2015 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Marcum's report for the years ended Dec. 31, 2014, and 2015 included an explanatory paragraph raising substantial doubt about the Company's ability to continue as a going concern. As disclosed in Item 9A of the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2015, the Company's management and Board identified certain matters that constituted material weaknesses in the Company's internal control over financial reporting and such weakness was advised by Marcum. The Company said that during the fiscal years ended Dec. 31, 2014, and 2015, and the subsequent period through April 21, 2017, the date of dismissal, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, nor were there any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K. The Company engaged Sadler, Gibb & Associates, LLC as its new principal accountant effective as of April 21, 2017. During the fiscal years ended Dec. 31, 2014, and 2015, and the subsequent interim period through April 21, 2017, neither the Company nor anyone on its behalf engaged Sadler, Gibb regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or any matter that was either the subject of a "disagreement" or a "reportable event," both as such terms are defined in Item 304 of Regulation S-K. The decision to dismiss Marcum and to engage Sadler Gibb was recommended and approved both by the Company's Audit Committee of the Board of Directors and by the Board of Directors. About Notis Global Headquartered in Los Angeles, Notis Global, Inc., provides specialized services to the hemp and marijuana industry. The Company enters into joint ventures and operating and management agreements with its partners and conducts consulting services for its clients. The Company also acts as a distributor of hemp products processed by its contract partners. Furthermore, the Company owns and manages real estate used by its contract partners for cultivation centers and dispensaries. As of June 30, 2016, Notis Global had $7.14 million in total assets, $24.54 million in total liabilities and a total stockholders' deficit of $17.39 million. Notis Global reported a net loss of $50.44 million in 2015 following a net loss of $16.54 million in 2014. Marcum LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant working capital deficit and an accumulated deficit as of Dec. 31, 2015, and has incurred a significant net loss and negative cash flows from operations for the years ended Dec. 31, 2015, and 2014. The foregoing matters raise substantial doubt about the Company's ability to continue as a going concern. ONTARIO CENTURY: Sale of Chicago Condo Unit to Marc for $884K OK'd ------------------------------------------------------------------ Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Ontario Century Property, LLC's sale of commercial condominium unit #200 located at 182 West Lake Street, Chicago, Illinois, to Marc Realty Capital, LLC, for $884,000. The Debtor is authorized to pay from the sales proceeds all necessary closing costs incurred with the sale including title charges, escrow fees, recording fees, real estate tax payments and prorations, real estate broker1 s commission, and attorneys' fees to special counsel. All liens, claims and encumbrances will attach to the net sales proceeds and that the net sales proceeds will be held in a joint order escrow at Chicago Title and Trust Co. The notice of the motion to sell pursuant to Bankruptcy Rule 2002(a)(2) be, and is, reduced to five days for good cause shown. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Ontario_Century_142_Order.pdf About Ontario Century Property Ontario Century Property, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-34713) on Oct. 13, 2015. At the Date of filing, the Debtor was the recorded title owner of one Commercial condominium unit and three residential condominium units. The Debtor estimated assets of $0 to $50,000 and $500,001 to $1 million in liabilities. Joel A. Schechter, Esq., at Law Offices of Joel Schechterm, serves as the Debtor's counsel. PENICK PRODUCE: Wants to Use BancorpSouth Cash Collateral --------------------------------------------------------- Penick Produce Company, Inc., Penick Business, LP, and Penick, LP seek interim authorization from the U.S. Bankruptcy Court for the Northern District of Mississippi to use cash collateral in which BancorpSouth asserts a valid and perfected first priority security interest. The Debtors maintain that they have an immediate need to use cash collateral for the purpose of meeting necessary expenses incurred in the ordinary course of their businesses, including payroll, operating expenses, costs of acquiring and maintaining inventory and costs associated with their restructuring and these proceedings during the period set forth in the Budget. As reflected in the Budget, the Debtors' operations show a projected net operating disbursements in the aggregate sum of $1,052,141 spanning the week ending May 7, 2017 through the week ending July 30, 2017. The Debtors assert that their inability to use cash collateral on the interim would likely jeopardize the viability of the ongoing operations of their businesses and would most certainly cause irreparable harm to their estates. The Debtors further assert that interruption of operations will threaten termination of a significant source of funds available to the Debtors, making a resulting liquidation a virtual certainty. BancorpSouth asserts liens and security interests on several categories of the Debtors' assets, including (a) a security interest in inventory, accounts receivable and equipment owned by the Debtor Penick Produce Co., Inc.; (b) deed of trust liens on numerous parcels of real property located in the First Judicial District of Chickasaw County, Mississippi, and Calhoun County, Mississippi, both owned by the Debtor Penick Business, L.P., and (c) assignment of a life insurance policy. the Debtors are believe that the lien and security rights asserted against to them primarily arise under several loan documents to which one or more of the Debtors are party: (a) Under the Line Note and related loan documents, BancorpSouth is owed approximately $2,700,000, as of the Petition Date, and as security, Bancorpsouth asserts liens and security interests in working capital assets having an approximate value of $4,900,000 as of the Petition Date and real property assets having an approximate value believed to be between $5,000,000 and $6,500,000. (b) Under Term Loan 1, BancorpSouth is owed approximately $1,200,000 as of the Petition Date, and and as security, Bancorpsouth asserts liens on the Term Loan 1 Collateral having an approximate value believed to be between $2,000,000 and $2,750,000. (c) Under Term Loan 2, BancorpSouth is owed approximately $655,000 as of the Petition Date, and as security, Bancorpsouth asserts liens on the Term Loan 2 Collateral having an approximate value believed to be between $2,000,000 and $3,000,000. The Debtors assert that the value of the collateral securing their loans to BancorpSouth provides a substantial equity cushion such that, notwithstanding any other factors, BancorpSouth's interests in the Debtors' properties and assets is more than sufficiently adequately protected by this equity cushion. However, the Debtors propose to grant a conditional continuing and/or replacement lien to BancorpSouth in postpetition assets, having the same respective priority as the pre-petition liens, to secure any postpetition diminution in value thereof to the extent such interests are entitled to adequate protection against such diminution under the Bankruptcy Code. In addition, the Debtors do not believe that the value of the assets or property that BancorpSouth asserts to be collateral is depreciating in value from use or from passage of time, nor will BancorpSouth's collateral position be diminished such that its substantial equity cushion will erode in any material amount. Consequently, the Debtors submit that no further conditional adequate protection is required. A full-text copy of the Debtor's Motion, dated April 26, 2017, is available at http://tinyurl.com/moaendl The Debtors are represented by: Douglas C. Noble, Esq. McCraney Montagnet Quin Noble PLLC 602 Steed Road, Suite 200 Ridgeland, Mississippi 39157 Telephone: (601) 707-5725 Facsimile: (601) 510-2939 Email: dnoble@mmqnlaw.com About Penick Produce Company, Inc. Penick Produce Company, Inc., and its affiliates Penick Business, LP, and Penick, LP filed separate Chapter 11 petitions (Bankr. N.D. Miss. Case Nos. 17-11522, 17-11523 and 17-11524, respectively), on April 26, 2017. The Debtor is represented by Douglas C. Noble, Esq. at McCraney Montagnet Quin Noble PLLC. The Debtors have filed their Motion for Order Directing Joint Administration of Affiliated Cases, requesting that these affiliated cases be jointly administered but not substantively consolidated. No committees have been appointed and no request for appointment of a trustee or examiner has been made in any of the Debtors' cases. PERFORMANCE SPORTS: Canadian Monitor Files 8th Report ----------------------------------------------------- BankruptcyData.com reported that Ernst & Young, Performance Sports Group's Court-appointed monitor in the Canadian proceedings, filed with the U.S. Bankruptcy Court an eighth report, which states: "Providing the Canadian Court with information regarding the restructuring proceedings to date and the Debtors' requests for an extension of the stay of proceedings granted in favor of the Debtors in the Canadian Proceedings (the 'Stay of Proceedings'), the suspension of the Monitor's obligation to file certain financial reports with the Canadian Court and the Debtors' obligation to hold annual general meetings for the duration of the Stay of Proceedings, and approving the fees and disbursements of the Monitor and its counsel. The Applicants and the Monitor are seeking an order: a) extending the Stay of Proceedings to August 1, 2017; b) suspending the Monitor's obligation to file quarterly reports with the Court; c) approving the Monitor's Reports and activities as set out in the Reports; d) approving the fees and disbursements of the Monitor for the Monitor Fee Period and of its Canadian counsel, TGF, and its U.S. counsel, A&O, for the Counsel Fee Period; and e) sealing Confidential Exhibit 'D' attached to each of the Counsel Fee Affidavits. The Monitor supports the relief sought." About Performance Sports Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10 appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee appointed a committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. * * * As reported by the Troubled Company Reporter, effective as of February 27, 2017, the Company consummated the sale of substantially all of the assets of the Company and its North American subsidiaries, including its European and global operations, pursuant to an asset purchase agreement, dated as of October 31, 2016, as amended, by and among the Sellers, 9938982 Canada Inc., an acquisition vehicle co-owned by affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and the designated purchasers party thereto, for a base purchase price of US$575 million in aggregate, subject to certain adjustments, and the assumption of related operating liabilities. The transaction was the culmination of the process commenced by the Sellers pursuant to creditor protection proceedings launched on Oct. 31, 2016, in the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code, as amended. The Company conducted a court-supervised sale and auction process as part of its Canadian and U.S. court proceedings. The bid made by the Purchaser served as the "stalking horse" bid for purposes of the process and was ultimately determined to be the successful bid in accordance with the related court approved bidding procedures. In accordance with, and pursuant to, the terms and conditions of the Agreement, the Company has changed its name to "Old PSG Wind-down Ltd." from "Performance Sports Group Ltd." effective as of March 20, 2017. PHARMACOGENETICS DIAGNOSTIC: Can Use SYB Cash Until June 30 ----------------------------------------------------------- Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky entered a Fifth Agreed Order authorizing Pharmacogenetics Diagnostic Laboratory, LLC to continue to use, in its ordinary course of business, cash collateral through June 30, 2017 on an interim basis. The Debtor was authorized to use cash collateral solely to pay normal trade payables, payroll, insurance premiums, taxes and utilities that are necessary to preserve and maintain the assets and business operations of the Debtor as set forth in the Budget. As adequate protection for its claims of security for the use of cash collateral by the Debtor, Stock Yards Bank & Trust Company is granted security interest in the following: (a) A continued security interest in and to all prepetition accounts receivable of the Debtor. (b) A first priority security interest to the same extent, validity, and priority as its prepetition security interest in and to all post-petition accounts receivable of the Debtor in possession and proceeds thereof, which will be senior to any liens granted to Dr. Roland Valdes to secure debtor in possession financing. (c) A first priority security interest to the same extent, validity, and priority as its prepetition interest in the inventory of the Debtor and the Debtor in possession and the proceeds thereof, which will be senior to any liens granted to Dr. Roland Valdes to secure debtor in possession financing. In addition, the Debtor is directed, among other things, to: (a) timely make all adequate protection payments to Stock Yards Bank; (b) provide Stock Yards Bank a report detailing the uses of cash by the Debtor for the prior week and an aging of all accounts receivable by customer; (c) maintain adequate insurance on its assets including general liability coverage naming Stock Yards Bank as a lender's loss payee; and (d) not dispose of any Stock Yards Bank's collateral outside of the ordinary course of business without Stock Yards Bank's prior, written consent. In the event that the adequate protection granted to Stock Yards Bank under the Fifth Agreed Order fails to adequately protect Stock Yards Bank's interests in the cash collateral and/or the post-petition collateral, Stock Yards Bank is granted an administrative expense claim, having priority over any and all other administrative expense, other than fees payable to the U.S. Trustee and the Debtor's counsel, Proposed Accountant, and any Official Creditors' Committee in an amount not to exceed $125,000. A full-text copy of the Fifth Agreed Order, dated March 9, 2017, is available at http://tinyurl.com/ml5dhvz About Pharmacogenetics Diagnostic Pharmacogenetics Diagnostic Laboratory, LLC, d/b/a PGXL Laboratories d/b/a PGX Laboratories, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-33404) on Nov. 8, 2016. The petition was signed by Dr. Roland Valdes, Jr., president/CEO. The case is assigned to Judge Thomas H. Fulton. The Debtor estimated assets at $500,000 to $1 million, and liabilities at $10 million to $50 million at the time of the filing. The Debtor's bankruptcy attorney is Charity Bird Neukomm, Esq., at Kaplan & Partners LLP. The Debtor tapped Kathie McDonald-McClure, Esq. of Wyatt, Tarrant & Combs, LLP as special counsel in matters relating to intellectual property and to a post-payment Medicare audit. The Debtor also engaged Robert L. Brown, Esq. at Bingham Greenebaum Doll LLP as special counsel regarding corporate matters. The Debtor hired William G. Meyer III and Strothman and Company as accountant. PLANDAI BIOTECHNOLOGY: EMA Financial Holds 4.9% Stake as of Dec. 31 ------------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, EMA Financial, LLC, disclosed that as of April 19, 2017, it beneficially owns 9,610,968 shares of common stock of Plandai Biotechnology, Inc., representing 4.9% of total shares outstanding. EMA Financial, LLC owns a Convertible Note which is convertible into shares of Common Stock pursuant to the terms of the Note, which conversions is limited pursuant to the Ownership Limitation. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 4.9% of the total issued and outstanding shares of Common Stock, the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation. A full-text copy of Schedule 13G/A is available at: https://is.gd/ruWJVS About Plandai Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai reported a net loss of $10.07 million on $92,900 of revenues for the year ended June 30, 2015, compared to a net loss of $16.04 million on $266,000 of revenues for the year ended June 30, 2014. As of March 31, 2016, Plandai had $6.62 million in total assets, $17.1 million in total liabilities, and a stockholders' deficit of $10.4 million. Pritchett, Siler & Hardy P.C., in Farmington, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company Company suffered a loss from operations during the years ended June 30, 2015 and 2014, has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. PRESIDIO INC: S&P Raises CCR to 'B+' on Lower Leverage ------------------------------------------------------ S&P Global Ratings said that it raised its corporate credit rating on Greenbelt, Md.-based Presidio Inc. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating to 'B+' from 'B' on the company's $740 million senior secured term loan due in 2022 and $50 million revolving credit facility due in 2020. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of payment default. S&P also raised its issue-level rating to 'B-' from 'CCC+' on the company's $250 million 10.25% senior unsecured notes due in 2023. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default. In addition, S&P withdrew its ratings on the company's $150 million 10.25% subordinated notes due in 2023. Presidio repaid the notes with proceeds from its March 2017 IPO. S&P's upgrade of Presidio reflects the firm's ongoing progress in reducing leverage and growing EBITDA since its IPO in March 2017. The company used IPO proceeds to redeem its subordinated notes due in 2023 and $97.5 million senior unsecured notes due in 2023. Given this appreciable reduction in debt, coupled with a full-year of Netech Corp. EBITDA and organic growth, S&P anticipates fiscal-year 2017 adjusted debt to EBITDA to be in the mid-3x area. Presidio acquired Netech's assets in 2016. The stable outlook reflects S&P's expectation that Presidio will maintain its market position, expand customer relationships, and achieve consistent operating performance over the next 12 months. The outlook also reflects S&P's expectation that leverage will remain below 4x. S&P could lower its rating if leverage is sustained above 5x because of declines in profitability resulting from pricing pressure from competitors or suppliers, debt-financed acquisitions, or shareholder returns. S&P views an upgrade as unlikely over the next 12 months, given the company's financial sponsor ownership structure. S&P would consider higher ratings if Presidio's financial sponsorship relinquishes board control, ownership drops below 40%, and adjusted leverage remains below 4x. PRESSURE BIOSCIENCES: Issues $250,000 Debenture to Bellridge ------------------------------------------------------------ On April 19, 2017, Bellridge Capital LP lent Pressure BioSciences, Inc. $250,000 with a 10% original issue discount for total proceeds to the Company of $225,000. In connection with Loan, the Company issued a debenture to the Investor due on November 19, 2017 with an interest rate of 10%. The Debenture is only convertible into shares of the Company's common stock if the Company is in default under the Debenture. The Debenture is a short-term debt obligation that is material to the Company. The Debenture may be prepaid in accordance with the terms set forth in the Debenture. The Debenture also contains certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission. If an event of default occurs, the amount of the principal and interest rate due under the Debenture increases and, at the option of the Investor and in their sole discretion, the Investor can consider the Debenture immediately due and payable. The Investor made the Loan upon the Company's request pursuant to a Securities Purchase Agreement dated March 14, 2017 between the Company and the Investor. Pursuant to the SPA, the Company was originally required to issue 250,000 shares of its common stock to the Investor in connection with the Loan. On April 19, 2017 the Company and the Investor entered into a letter agreement pursuant to which, in lieu of issuing 250,000 shares upon closing, the Company and the Investor agreed that the Company would initially issue 25,000 shares. In addition, until the Debenture is repaid, the Company will, over the next one hundred eighty (180) days, issue 75,000 shares to the Investor every sixty (60) days for a total issuance of 250,000 shares. For the sake of clarity, no shares other than the initial 25,000 will be issued to the Bellridge if the Debenture is fully paid by June 18, 2017. A full-text-copy of Form 8-K is available for free at: https://is.gd/mGJYLv About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences incurred a net loss of $2.7 million for the year ended Dec. 31, 2016, compared to a net loss of $7.41 million for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $1.62 million in total assets, $10 million in total liabilities and a total stockholders' deficit of $8.38 million. MaloneBailey LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has a working capital deficit and has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PUERTO RICO: Could Be Headed for Largest Public Sector Bankruptcy ----------------------------------------------------------------- Puerto Rico could file the largest public sector bankruptcy in U.S. history as it faces a midnight deadline to reach a restructuring deal with hedge funds on its $70 billion in defaulted debt. According to the Financial Times, the Puerto Rican government had been granted a respite from litigation until May 1, 2017, under Congressionally approved rescue legislation passed last year, known as PROMESA. FT reports that Congress has not acted to extend the stay of litigation and U.S. president Donald Trump recently expressed disdain for what he characterized as a "bailout" of Puerto Rico when Democrats refused to agree to a funding bill without the inclusion of additional healthcare aid for the territory. Bankruptcy Filing? Chriss W. Street, writing for Breitbart News, reports that Puerto Rico is set to file for bankruptcy after vulture capitalist hedge funds that bought big pieces of the island's $73 billion in defaulted debt for pennies-on-the-dollar refused to take a $24 billion haircut. Breitbart News reports that Puerto Rico made a last-ditch offer to try to avoid a May 1, 2017 bankruptcy filing, but failed to negotiate a financial restructuring that would force creditors to take a 23 percent loss on their general obligation bonds and a 42 percent loss on their Cofina sales-tax-backed debt, according to EMMA, the Municipal Securities Rulemaking Board website. According to the Breitbart report, Puerto Rico's bond defaults last summer caused the Obama administration to team-up with a bipartisan majority in Congress to pass "The Puerto Rico Oversight, Management and Economic Stability Act" (PROMESA), which turned over the island's finances to a federally appointed committee and created a "Title III" bankruptcy process. PROMESA gave the control board de facto authority to sell government assets, consolidate agencies, and fire government workers to restructure the island's balance sheet. It also put a retroactive stay on bondholder lawsuits to grab assets liens. Puerto Rico Catholic Archbishop Roberto Gonzalez Nieves and Reverend Heriberto Martinez, the head of the Puerto Rico Bible Society, issued a joint statement, "If the oversight board and Governor do not act by April 28th, we fear that Puerto Rico could be held hostage by predatory actors and 'vulture' funds." According to reports, thousands of protesters marched in San Juan on Monday, in May Day protests fueled by anger over the out-of-control-debt and resulting cuts in services. The island is preparing to "cut public employee benefits, increase tax revenue, hike water rates and privatize government operations, among other things," The Associated Press reports. The unpopular steps are driven by the same oversight board that has been negotiating the future of Puerto Rico's debt payments, NPR reports. According to NPR, the debt was born out of a 25-year economic disaster that left the territory running a deficit year after year, taking out loans just to keep the lights on. Breitbart News recounts that prior to Puerto Rico, the largest public sector bankruptcies were: $19 billon on July 18, 2013 by the City of Detroit, Michigan; $4.2 on November 9, 2011 by Jefferson County, Alabama; and $2.6 billion on December 6, 1994 by Orange County, California. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. Ricardo Antonio "Ricky" Rossello Nevares is the governor-elect of Puerto Rico. Rossello is the son of former governor Pedro Rossello. ROBERT BRUNNER: Eric E. Bononi Named Chapter 11 Trustee ------------------------------------------------------- Judge Gregory Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania entered an Order approving the appointment of Eric E. Bononi, Esq., as the Chapter 11 Trustee for Robert E. Brunner. The Order dated April 27, 2017, was made pursuant to the U.S. Trustee's selection of Eric E. Bononi, Esq., as the Chapter 11 Trustee for the Debtor. The Chapter 11 bankruptcy case is, In re: Robert E. Brunner (Bankr. W.D. Pa. Case Number 15-23710 GLT). ROBINSON OUTDOOR: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee ---------------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Robinson Outdoor Products, LLC. The Order was made pursuant to Associated Bank's motion to appoint a trustee for the Debtor. About Robinson Outdoor Products Based in Robinson Cannon Falls, Minnesota, Outdoor Products, LLC -- http://www.robinsonoutdoors.com/-- designs and produces hunting apparel for hunters. Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-30904), on March 28, 2017. The petition was signed by Scott Shultz, president. The case is assigned to Judge William J Fisher. Yvonne R. Doose, Esq. and Steven B Nosek, Esq. at Steven B Nosek, P.A., are serving as counsel to the Debtor. At the time of filing, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. SANCTUARY CARE: Seeks Interim Authority to Use Cash Collateral -------------------------------------------------------------- Sanctuary Care, LLC and Sanctuary at Rye Operations, LLC seek authorization from the United States Bankruptcy Court for the District of New Hampshire for the interim use of cash collateral to avoid immediate and irreparable harm pending a final hearing. The Debtors also seek authorization from the Court for the use of cash collateral on a final basis through a closing on the sale of substantially all of its assets, which must occur before June 15, 2017. Camden National Bank holds senior liens on the Debtors' cash collateral and New Hampshire Community Loan Fund holds junior liens on the cash collateral. Based on the Debtors' review of the summary report obtained from the New Hampshire Secretary of State's office, no other creditor holds liens on the cash collateral. Camden National Bank has consented to the Debtors' use of cash collateral, however New Hampshire Community Loan Fund has not yet consented to the Debtors' cash collateral use. But the Debtors believe that cause exists for the Court to authorize the use of cash collateral after notice and a hearing, to the extent that New Hampshire Community Loan Fund refuses to give consent. The proposed Budget provides total cash use in the aggregate sum of $1,059,526 covering the period from April 23, 2017 through July 16, 2017. As shown on the proposed Budget, use of the cash collateral on an interim and final basis is necessary to: (1) make payroll to Debtors' employees essential to its continued operations; (2) pay insurance premiums as necessary to ensure continuation of the necessary insurance coverage; (3) pay vendors, suppliers and utilities for ongoing supplies and services; (4) pay other ordinary and necessary expenses to prevent an immediate cessation of the business; and (5) pay the Debtors' professionals and the fees of the U.S. Trustee. The Debtors are indebted to Camden National Bank in an outstanding balance of approximately $12,703,907, as of April 18, 2017, with $3,127 accruing daily. To secure the obligations under the Senior Note, Camden National Bank holds a first priority security interests and liens on all of the assets of the Debtors, including without limitation, the Debtors' cash collateral. The Debtors are also indebted to the NHCL Fund in an outstanding balance of approximately $3,791,698 as of April 21, 2017. To secure the obligations under the Subordinated Note, the NHCL Fund holds second priority security interests and liens on all of the assets of the Debtors, including without limitation, the Debtors' cash collateral. Consequently, the Debtors propose to provide Camden National Bank and the NHCL Fund with adequate protection in the form of replacement liens on all cash collateral acquired by the Debtor after the petition date, which will have the same priority as their respective pre-petition liens. The Debtors also propose to provide Camden National Bank and the NHCL Fund with weekly financial reporting, comparing the revenues and expenses projected in the Budget to actual results, along with other financial reporting that may be requested by Camden National Bank and the NHCL Fund. The Debtors will also provide copies of the reporting to the U.S. Trustee and to any appointed official committee of unsecured creditors. The Debtors assert that even with the use of cash collateral, they will still need additional borrowing from Camden National Bank to fund their operational shortfalls. Therefore, the Debtors have also filed a motion with the Court requesting authority to borrow from Camden National Bank. Accordingly, the Debtors propose to provide additional protections that are justified by Camden National Bank's pre-petition and post-petition support of that has enabled the Debtors to protect the health and safety of its elderly residents, pay salary and benefits to employees, remain current on payments to vendors, and facilitate a going concern sale to maximize value for the estates. Specifically, the Debtors relate that between August 2016 and the petition date, Camden National Bank loaned the Debtors approximately $450,000 to fund operational shortfalls. Post-petition, Camden National Bank has agreed to advance up to $500,000 of additional financing to pursuant to the DIP Credit Agreement pending before the Court. Finally, Camden National Bank has also agreed to fund Stay Bonuses for certain of the Debtors' key employees in the discretion of the CRO to facilitate an orderly transition of the Debtors' assets to a purchaser of substantially all of the Debtors' assets on or before June 15, 2017. In recognition of this support, the Debtors have agreed to the following additional protections for Camden National Bank in the final order granting the Debtors' Cash Collateral Motion: (1) an acknowledgement of the validity, perfection, and priority of Camden National Bank's pre-petition liens and the amount of the indebtedness owed to Camden National Bank; (2) waiver of the estates' right to seek to surcharge Camden National Bank's collateral pursuant to Bankruptcy Code section 506(c), beyond the amounts described in the Budget; and (3) a general release of any claims or causes of action that the Debtor may have against Camden National Bank. A full-text copy of the Debtors' Motion, dated April 26, 2017, is available at https://is.gd/hkOp66 A copy of the Debtor's Budget is available at https://is.gd/O0udI5 About Sanctuary at Rye Operations, LLC and Sanctuary Care, LLC Sanctuary at Rye Operations, LLC and and its affiliate Sanctuary Care, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017. The Petition was signed by Alice Katz, chief restructuring officer. The Debtor is represented by Peter N. Tamposi, Esq. at the Tamposi Law Group. The Company owns Sanctuary Care, a memory assisted adult care facility located in Rockingham County, New Hampshire. At the time of filing, the Debtors had estimated assets and liabilities as follows: Total Total Assets Liabilities --------- ----------- Sanctuary at Rye $382,830 $16,610,000 Sanctuary Care $5,010,000 $16,050,000 SCIENTIFIC GAMES: Reports $100.8 Million Net Loss for 1st Quarter ----------------------------------------------------------------- Scientific Games Corporation reported results for the first quarter ended March 31, 2017. "Our continued steady improvement in revenue and margin are a direct result of our focus on creating innovative products that drive demand and our commitment to operational excellence," said Kevin Sheehan, chief executive officer of Scientific Games. "This is a great start to the year, with all three of our business segments contributing to growth. We have a tremendous global team firmly focused on unlocking the power of our brands, strengthening our commitment to innovation, and executing a disciplined fiscal approach to enhance long-term shareholder value. We are building for our future." Michael Quartieri, chief financial officer of Scientific Games, added, "All across our global businesses, we are improving our operational excellence that parlays our strength in innovation to drive enhanced financial results and stronger cash flow. We expect these initiatives will drive profitable growth and increased cash flow that will provide further opportunities to deleverage in 2017 and beyond." For the three months ended March 31, 2017, the Company reported a net loss of $100.80 million on $725.40 million of total revenue compared to a net loss of $92.3 million on $682 million of total revenue for the same period in 2016. As of March 31, 2017, Scientific Games had $7.07 billion in total assets, $9.06 billion in total liabilities and a total stockholders' deficit of $1.99 billion. Total gaming revenue increased $18.3 million, or 4 percent, compared to the year-ago period, inclusive of a $5.1 million unfavorable foreign exchange impact. Operating income improved $34.1 million to $77.5 million. The increase primarily reflected the benefit of the higher revenue, lower selling, general and administrative expense and lower depreciation and amortization compared to the 2016 first quarter. AEBITDA increased to $209.7 million with an AEBITDA margin of 47.7 percent, reflecting the higher revenue and lower cost structure compared to prior year. Gaming operations revenue declined 7 percent, largely reflecting an 832 unit reduction in the ending installed base of WAP, premium, and daily-fee participation gaming machines coupled with a $1.72 per unit decline in the average daily revenue compared to the prior year. On a quarterly sequential basis, gaming operations revenue was flat. A 322 unit decline of lower-earning units in the installed footprint of WAP, premium, and daily-fee participation units was offset by a $1.73 increase in the average daily revenue per unit. The ending installed base of other participation and leased units decreased by 632 units compared to the prior year, primarily reflecting the conversion of VLTs at a casino in New York and a decrease in the installed base of units in U.K. betting shops, partially offset by the installation of VLTs in Greece. The average daily rate declined by $0.42 per unit, largely reflecting the initial ramp up of VLTs in Greece and an unfavorable foreign exchange impact related to the U.K. installed base. On a quarterly sequential basis, the installed footprint was essentially flat. Gaming machine sales revenue increased 16 percent year over year, reflecting a 24 percent increase in shipments of new units and higher average selling price, partially offset by lower sales of parts, game conversion kits and used units. U.S. and Canadian shipments increased 1,497 units, or 34 percent, to 5,862 gaming machines, including 3,139 replacement units, 250 VLTs to Oregon, and 2,723 gaming machines for new casino openings and expansions, inclusive of 861 VGTs for the Illinois market. In the prior-year period, U.S. and Canadian shipments totaled 4,365 units, which comprised 3,092 replacement units, 840 VLTs to Oregon, and 433 VGTs for the Illinois market. International shipments increased 114 units, or 5 percent, to 2,497 units, including 2,073 replacement units and 424 units for new casino openings, up from 2,383 units in the prior year. The average sales price increased to $17,015 from $16,719 in the prior year, reflecting a favorable mix of units. Gaming systems revenue increased to $61.5 million, primarily reflecting an increase in hardware sales, including shipment of innovative new iVIEW4 player-interface display units. Table products revenue increased to $49.9 million, principally reflecting growth in leased shufflers, proprietary table games, and progressives, including the benefit from the acquisition of DEQ Systems Corp. completed on Jan. 18, 2017. Total lottery revenue increased $1.4 million, inclusive of a $2.0 million unfavorable foreign exchange impact. Revenue in the prior year included incremental sales benefit from a $1.6 billion Powerball jackpot. Operating income increased $8.1 million, primarily reflecting higher revenue coupled with lower selling, general and administrative expense and lower depreciation and amortization. AEBITDA increased to $85.3 million and AEBITDA margin increased to 45.1 percent, largely reflecting the lower cost structure. Instant games revenue increased $6.1 million, or 5 percent, driven by higher revenue from licensed and player-loyalty products and from price-per-unit based contracts. Services revenue decreased $6.1 million, primarily reflecting lower retail sales of multi-state games compared to sales in the prior year, which had benefited from incremental sales associated with a record $1.6 billion Powerball jackpot. Product sales revenue increased to $9.9 million from the prior-year period, reflecting higher U.S. and international hardware sales. The Company signed two new three-year contracts to provide Norsk Tipping (Norway's national lottery) with interactive casino and eInstant games. Additionally, the Missouri Lottery extended its current instant games contract for three additional years; the Arizona Lottery extended its current instant games contract for one additional year; and the Iowa Lottery extended its instant games contract for one additional year and its lottery systems contract for two additional years. A full-text copy of the press release is available for free at: https://is.gd/gISBMu About Scientific Games Scientific Games Corporation (NASDAQ:SGMS) is a leading developer of technology-based products and services and associated content for worldwide gaming, lottery and interactive markets. The Company's portfolio includes gaming machines, game content and systems; table games products and shufflers; instant and draw-based lottery games; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and interactive content and services. For more information, please visit ScientificGames.com. Scientific Games reported a net loss of $353.7 million on $2.88 billion of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $1.39 billion on $2.75 billion of total revenue for the year ended Dec. 31, 2015. * * * In November 2014, Moody's Investors Service downgraded Scientific Games Corporation's Corporate Family Rating to 'B2' from 'B1' following the announcement that the company had completed its merger with Bally Technologies, Inc. As reported by the TCR on Aug. 9, 2016, S&P Global Ratings lowered its corporate credit rating on Scientific Games to 'B' from 'B+'. The outlook is stable. "The downgrade of Scientific Games reflects our forecast for lower EBITDA growth and weaker credit measures than we previously expected," said S&P Global Ratings credit analyst Ariel Silverberg. SEQUA CORP: S&P Lowers CCR to 'SD', Off CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Sequa Corp. (Sequa) to 'SD' from 'CC' and removed all ratings from CreditWatch, where they were placed with negative implications on April 4, 2017. At the same time, S&P lowered its issue-level rating on the company's $350 million senior unsecured notes to 'D' from 'C'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. S&P also affirmed its 'B-' issue-level rating on the new first-lien revolver and term loan issued by subsidiary Sequa Mezzanine Holdings LLC. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in a default scenario. The 'CCC' issue-level rating on its new second-lien term loan is also affirmed. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate 5%) in a default scenario. The affirmations reflect S&P's belief that the company will continue to meet its obligations on these securities. The downgrade follows Sequa's completion of an exchange offer for its senior unsecured notes due 2017. Under the updated terms of the offer, approximately $320 million of the $350 million of senior notes were exchanged for new preferred equity. "We view the offer as a distressed exchange due to the fact that it is likely the company would default on the existing securities over the near term if the exchange did not occur," said S&P Global Ratings analyst Tennille Lopez. "In addition, we believe investors will receive less than what was promised on the original securities." Certain noteholders did not consent to the exchange, leaving approximately $30 million of notes outstanding. The company plans to use the proceeds from a $20 million increase in the new term loan (now $920 million) and balance sheet cash to redeem the outstanding notes. The proceeds from the new term loan and $190 million of equity from The Carlyle Group (the company's equity sponsor) and other investors were used to repay the company's existing bank debt as part of the transaction. SHEFFIELD AVENUE: Has Interim OK to Use Cash Collateral Thru May 12 ------------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois signed an Agreed Order authorizing Sheffield Avenue Investors, Inc. to use cash collateral to pay post-petition expenses to third parties during the period of April 5, 2017 through May 12, 2017. The Receiver, Daniel J. Hyman of Millennium Properties Real Estate, Inc. is authorized to use cash collateral to pay post-petition expenses to third parties in accordance with that certain Order Appointing Receiver for Non-Residential Property entered in the Circuit Court of Cook County, in Case No. 2016 CH 11079 as consolidated with Case No. 2016 CH 11080 on December 16, 2016. The approved Budget provides the Debtor's cash needs of approximately $16,169 for the period beginning April 5, 2017 through May 14, 2017. In return for the Debtor's continued interim use of cash collateral, Deutsche Bank Trust Company Americas, as Trustee for the Registered Holders of UBS-Citigroup Commercial Mortgage Trust 2012-C1, Commercial Mortgage Pass-through Certificates, Series 2012-C1, by Rialto Capital Advisors, LLC, as Special Servicer and Attorney-in-Fact is granted following adequate protection for their asserted security interests and liens in the rents derived from the property located at 2954 N. Sheffield Avenue, Chicago, Illinois: (a) The Debtor and/or the Receiver will permit Deutsche Bank full and reasonable access to inspect, review and photocopy or otherwise duplicate the Debtor's books, records and place of business; (b) The Debtor and/or the Receiver will maintain and pay premiums for adequate insurance to cover the Property from fire, theft and water damage. (c) The Debtors and/or the Receiver will make available to Deutsche Bank evidence of that which constitutes its collateral or proceeds. (d) The Debtors and/or the Receiver will provide Deutsche Bank a variance report reflecting the actual cash receipts and disbursements for the preceding week from those reflected in the Budget for that week; (e) The Debtors and/or the Receiver will provide Deutsche Bank additional financial reporting as to its rental income and expenditures, and the status of its operations. (f) The Debtors and/or the Receiver will properly maintain the Property in good repair and properly manage the Property, including, without limitation, in accordance with the Order Appointing Receiver; (g) Deutsche Bank is granted a valid, perfected and enforceable replacement liens and security interests in post-petition rents, proceeds and any other collateral of the Debtor, in the same priority and to the same extent as existed pre-petition. A final hearing on the Debtor's Motion is scheduled to take place on May 11, 2017 at 2:00 p.m. A full-text copy of the Agreed Order, dated April 25, 2017, is available at http://tinyurl.com/kec4yeu Deutsche Bank Trust Company Americas is represented by: Edward S. Weil, Esq. Jonathan E. Aberman, Esq. Maria A. Diakoumakis, Esq. Mark A. Silverman, Esq. DYKEMA GOSSETT PLLC 10 South Wacker Drive, Suite 2300 Chicago, Illinois 60606 Telephone: (312) 876-1700 Facsimile: (312) 876-1155 Email: eweil@dykema.com jaberman@dykema.com mdiakoumakis@dykema.com msilverman@dykema.com Daniel J. Hyman, the Receiver, is represented by: Richard C. Perna, Esq. Fuchs & Roselli, Ltd. 440 West Randolph, Ste. 500 Chicago, IL 60606 Telephone: (312) 651-2409 Facsimile: (312) 651-2489 Email: rperna@frltd.com Sheffield Avenue Investors Sheffield Avenue Investors, Inc., is the owner of real property located at 2954 N. Sheffield Ave., Chicago, Illinois consisting of 12,200 square feet of predominantly commercial medical tenants with ground floor retail and medical tenant. Sheffield Avenue Investors sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-10810) on April 5, 2017, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Arthur Holmer, managing member of Weiland Ventures, LLC. Judge Benjamin A. Goldgar is assigned to the case. The Debtor tapped Scott R Clar, Esq., at Crane, Heyman, Simon, Welch & Clar, as counsel. SMITH FARM: Northstar Bank to Get $14,069.49 per Month Under Plan ----------------------------------------------------------------- Smith Farm, LLC, filed with the U.S Bankruptcy Court for District of Colorado an amended disclosure statement dated April 26, 2017, referring to the Debtor's plan of reorganization dated April 26, 2017. Class 1 is impaired under the Plan and consists of the Allowed Secured Claim of Northstar Bank of Colorado evidenced by two promissory notes. The Debtor owes approximately $2,404,600 plus any accrued interest, fees or costs alleged to be owed to the Class 1 creditor on the note(s) which are secured by a lien on the Debtor's real property valued at $4,278,000. The approximate amount of $126,646 plus any accrued interest, fees or costs alleged to be owed to the Class 1 creditor is owed on the second note which is secured by personal property. The Debtor reserves the right to object to the allowability of the Class 1 creditor's claim(s). The Allowed Secured Claim of the Class 1 creditor will be paid by combining the amounts owed on the two promissory notes, approximately $2,531,246, and the Class 1 creditor retaining its liens recorded against the Debtor's Real Property and Personal Property which fully secures its claim to the same extent and in the same priority as its pre-petition lien(s) and receiving a combined monthly payment of principal and interest at the Market Rate of Interest amortized over a period of 25 years commencing on the Effective Date unless payments shall have commenced earlier. The Debtor proposes 4.5% per annum as the Market Rate of Interest in its Plan. The Debtor estimates each monthly payment to be approximately $14,069.49. The first monthly payment of principal and interest will be due on the Effective Date and will continue monthly thereafter until the Allowed Secured Claim of the Class 1 creditor is paid in full. The Debtor will be entitled to sell and substitute Personal Property collateral of equal value in the ordinary course of business such as the sale of cull cows, bull heifers, or equipment. Any proceeds realized from a sale of the Debtor's Real Property will be paid to the Class 1 creditor. The Debtor does not acknowledge the validity of the Class 1 creditor's claim of a security interest in cow rental proceeds and reserves the right to litigate this issue. Upon payment in full, the lien(s) of the Class 1 creditor recorded against the Debtor's Assets will be released and the Debtor will own its Assets free and clear of the liens of the Class 1 creditor. The Debtor estimates that the Effective Date of its Plan will be Aug. 1, 2017. The Reorganized Debtor will appoint Marylu Smith-Dischner to implement the provisions of the Confirmed Plan. Marylu Smith-Dischner will not be compensated for her services in implementing the provisions of the Confirmed Plan. Ms. Smith-Dischner will be compensated for operating and managing the Debtor's business. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/cob16-21062-80.pdf As reported by the Troubled Company Reporter on Jan. 24, 2017, the Debtor filed with the Court a disclosure statement explaining its plan of reorganization, which proposed to pay unsecured creditors in full with interest at 1% per annum. About Smith Farm Smith Farm, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.Colo. Case No. 16-21062) on November 11, 2016. Hon. Joseph G. Rosania Jr presides over the case. Weinman & Associates, PC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Marylu Smith-Dischner, manager. SOUTHCO ENTERPRISES: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Southco Enterprises, Inc. 4213 Mint Way Dallas, Tx 75237 Case No.: 17-31782 Business Description: Southco Enterprises -- www.primepackinc.com -- is a privately held company in Dallas, TX, involved in the business of tank truck cleaning services. The Debtor's principal assets are located at 570 Josh Mitchell Road, Big Lake, TX 76932. Chapter 11 Petition Date: May 1, 2017 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Nathan Matthew Johnson, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 239-4260 Fax: (214) 237-3380 E-mail: njohnson@spectorjohnson.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Edward Alexander, sole director. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb17-31782.pdf Pending cases filed by affiliates: Debtor Petition Date Court Case No. ------ ------------- -------- -------- Prime Pack, Inc. 4/27/2017 N.D. Tex 17-31622 Al-Kel Alliance, Inc. 5/01/2017 N.D. Tex 17-31779 SUNEDISON INC: Seeks OK of JPY1.59BB Settlement With BCPG LLC ------------------------------------------------------------- BankruptcyData.com reported that SunEdison filed with the U.S. Bankruptcy Court a motion for entry of an order authorizing and approving its entry into a settlement agreement with BCPG PLC. The motion explains, "On January 29, 2016, the Sellers (each of which is a Debtor) and the non-Debtor SunEdison Affiliates entered into that certain Asset Purchase Agreement with the Purchaser (the 'Purchase and Sale Agreement', and the transaction set forth therein, the 'Sale Transaction'), pursuant to which the Purchaser purchased (a) 100% of the issued and outstanding shares in SunEdison Japan Corporation, a joint-stock company organized under the laws of Japan from the US Seller and (b) 100% of the issued and outstanding shares of each of the following, from the TK Holdco Seller: (i) SunEdison Japan Debt Financing and (ii) SunEdison TK Investor 1, each a Singapore private company limited by shares. To fully and finally resolve all claims arising under the Purchase and Sale Agreement, including any and all amounts that may come due in the future, the Parties entered into the Settlement Agreement, which provides for a single payment from Purchaser to the SUNE Parties of approximately JPY1.59 billion (approximately US$14 million) (the 'Settlement Payment'). The Settlement Agreement contains a mutual release of all claims arising out of or related to the Purchase and Sale Agreement." The Court scheduled a May 18, 2017 hearing to consider the settlement motion. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNEDISON INC: Selling Interests in 352 Energy Projects for $7.8M ----------------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on May 18, 2017 at 10:00 a.m. (PET) to consider the private sale by SunEdison, Inc. and affiliates ("Company") of their interests in approximately 352 renewable energy projects (and certain real property related thereto) to Longroad Solar Portfolio Holdings, LLC in exchange for (i) approximately $7,800,000 in cash and (ii) the replacement of letters of credit in an aggregate outstanding amount of approximately $42,850,000 ("L/Cs"). Objections, if any, must be filed on May 12, 2017 at 4:00 p.m. (PET). At the start of the Chapter 11 Cases, SunEdison was one of the world's leading developers of renewable-energy solution. Its businesses were global enterprises with substantial development activities on six continents at the time of filing. Through the Sale Transaction, the Company proposes to sell its interests in approximately 352 renewable energy projects (and certain real property related thereto) to the Buyer in exchange for (i) approximately $7,800,000 in cash and (ii) the replacement of letters of credit in an aggregate outstanding amount of approximately $42,850,000 ("L/Cs"). The Debtors' commercial and industrial business unit primarily develops distributed generation community solar projects and sells the output of those projects under power purchase agreements to large commercial and industrial organizations. There are multiple financing structures through which the Company, as solar developer, finances its commercial and industrial projects and its utility-scale projects, including through a sale leaseback structure and a partnership flip structure. The sale leaseback structure and the partnership flip structure allow the investor/tax equity investor to benefit from federal incentives for business that invest in solar projects, including certain investment tax credits and favorable depreciation. The benefits accruing to the tax equity investor allow the Company to achieve a low cost of capital to finance development of the projects. Pursuant to the Purchase and Sale Agreement, dated April 27, 2017, Sun Edison LLC and Fotowatio Renewable Ventures, Inc. ("Sellers") seek to transfer the Purchased Assets (consisting of the Equity Interests in the Acquired Companies and the SLB Sites) to the Buyer. The Acquired Companies and their subsidiaries are either lessees (in the case of the sale leaseback projects) or equity partners (in the case of the partnership flip projects) of approximately 352 of the Company's projects. The Projects that are subject to a sale lease back structure ("SLB Projects") are leased from six tax equity investors ("Lessors") and have a total power generating capacity of approximately 270 megawatts. The Projects that are subject to a partnership flip structure ("PF Projects") involve a single tax equity investor ("PF TE Investor") and have a total power generating capacity of approximately 23.88 megawatts. The Projects are a combination of (i) rooftop solar projects and ground mount solar projects installed at private retail businesses and public and governmental facilities and (ii) utility-scale solar projects. The terms of the sale leaseback transactions are generally governed by the Master Lease Agreements between the Acquired Companies and/or their subsidiaries and the Lessors. In certain cases, the Master Lease Agreements are entered into on a "fund" or "portfolio" basis, whereby each such Master Lease Agreement relates to multiple Projects. In other cases, the Master Lease Agreements relate to a single Project or a smaller group of Projects within a larger "fund" or "portfolio." The terms of the partnership flip transactions are generally governed by limited liability company agreements ("PF TE LLC Agreements") between an Acquired Company and the PF TE Investor. The PF TE LLC Agreements are entered into by certain Acquired Companies that act as a holding company of a "fund" or "portfolio," and such holding company's subsidiaries own the Projects in such "fund" or "portfolio." The Acquired Companies' (and their applicable affiliates') obligations under the Master Lease Agreements, certain power purchase agreements with respect to the Projects, and certain agreements to purchase and sell SRECs are backed by letters of credit posted by the Debtors. The letters of credit in an aggregate amount of approximately $42,850,000 support the Projects. In the case of L/Cs that back obligations under the Master Lease Agreements, such L/Cs can be drawn on by the Lessors in the event that the Acquired Companies or their applicable subsidiaries default under their obligations under the Master Lease Agreements, including their obligation to timely make lease payments. The L/Cs are obligations under the DIP Facility. As a condition to closing under the Purchase and Sale Agreement, the Company has agreed to enter into one or more special warranty deeds with respect to three parcels of real property located in New Mexico and North Carolina, each of which is a site of an SLB Project ("SLB Sites"). Each special warranty deed will transfer the ownership in each such parcel of real property from certain Sun Edison, LLC Affiliates to the Buyer. The transfer of the SLB Sites is necessary to complete the Company's transfer of the SLB Projects to the Buyer in their entirety. The power generation capacity of certain of the Projects also gives rise to solar renewable energy certificates ("SRECs") which are tradable, state-specific certificates for each megawatt-hour of electricity generated by a solar facility. In certain markets, regulated utilities must purchase and retire SRECs to meet their state-mandated renewable portfolio standards. The Sellers are party to (i) certain contracts to purchase SRECs from the Acquired Companies and (ii) separate contracts to sell such SRECs to affiliated or third-party buyers ("SREC Contracts"). In connection with the Sale Transaction, the Sellers and the Buyer determined that certain SREC Contracts would be assigned to the Buyer and that certain other SREC Contracts would be rejected. Debtor Fotowatio is a lender with respect to approximately $9,700,000 of mezzanine and project level indebtedness that has been incurred by certain Acquired Companies and their subsidiaries within one of the Company's partnership flip funds ("Intercompany Claims"). In connection with the Sale Transaction and the transfer of the PF Projects to the Buyer, the Purchase and Sale Agreement provides that the Intercompany Claims will be waived and the Acquired Companies will have no further liabilities to Fotowatio on account of the Intercompany Claims. The Intercompany Claims Settlement constitutes a material inducement to the Buyer, without which the Buyer has indicated it would not purchase equity interests in the PF Projects from the Sellers. In addition, it is a closing condition pursuant to the Purchase and Sale Agreement that the Sellers and the Acquired Companies execute a Termination and Mutual Release Agreement to ensure that the Sellers and the Acquired Companies hold no claims against each other following consummation of the Sale Transaction. Other than with respect to the Intercompany Claim, the Sellers are not aware of any valuable claims or causes of action against the Acquired Companies. As set forth in the Disclosure Schedules to the Purchase and Sale Agreement, the Sale Transaction is conditioned upon receipt of third party consents to nearly 113 contracts which include approximately 10 Master Lease Agreements, approximately 55 SREC Contracts, approximately 22 power purchase agreements, approximately two PF TE LLC Agreements, and two site leases. Although the requisite consents to the Sale Transaction have not yet been obtained, the Debtors believe that they are well positioned to obtain such consents with respect to Buyer within the timeframes set forth in the Purchase and Sale Agreement. The extraordinary provisions under the Sale Guidelines are: a. Private Sale: The sale of the Purchased Assets pursuant to the Purchase and Sale Agreement does not contemplate an auction or a further competitive bidding process. The Debtors believe that a private sale of the Purchased Assets to the Buyer provides the best opportunity to maximize value, particularly given the extensive marketing process already conducted. b. Releases: Fotowatio will waive its Intercompany Claims against the Acquired Companies that own the PF Projects. The Sellers will also enter into a Termination and Mutual Release Agreement pursuant to which the Sellers and the Acquired Companies will provide mutual releases. c. Relief from Bankruptcy Rule 6004(h): The Debtors seek relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). d. Good Faith Deposit: No good faith deposit is being required of the Buyer. e. Sale Free and Clear: The Purchased Assets will be transferred free and clear of all interests. f. Requested Finding as to Successor Liability: The Buyer asks a finding that it is not and will not be deemed a successor to the Seller as a result of the consummation of the Sale Transaction. A copy of the Purchase and Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/SunEdison_Inc_2859_Sales.pdf Prior to execution of the Purchase and Sale Agreement, in connection with a potential sale process for the assets of the Company, Rothschild, Inc. identified and developed a list of potentially interested parties and solicited such parties' interest in a sale transaction, including the Buyer. After discussions with the parties that submitted binding offers, including the Buyer, the Debtors determined in their business judgment that the offer by the Buyer was the highest and/or best offer available for the SLB Projects, and entered into the Purchase and Sale Agreement. During negotiations with the Buyer with respect to the SLB Projects, the Buyer also expressed interest in the PF Projects. Specifically, the Buyer's offer to purchase the equity interests in the PF Projects (subject to the Intercompany Claims Settlement) resulted in an increase to the consideration payable to the Sellers of approximately $3,200,000. In addition, the PF TE Investor for the PF Projects is also a Lessor for approximately 208 of the SLB Projects. The Debtors therefore believe that the sale of the Purchased Assets to the Buyer will maximize the value of the Purchased Assets for the benefit of their creditors, stakeholders, and other parties in interest. Pursuant to the Purchase and Sale Agreement, the Company has agreed to sell the Purchased Assets for an aggregate purchase price of $7,800,000 in cash. The Sale Transaction is structured such that the sale of certain groups of Acquired Companies may close prior to the closing of other Acquired Companies, with a portion of the cash consideration payable upon each closing, with the substantial majority of consideration payable upon the consummation of a "core closing." In addition, each closing under the Purchase and Sale Agreement is conditioned upon the full and unconditional release of the Debtors of their obligations under the applicable L/Cs. Therefore, the closings contemplated by the Sale Transaction are expected to result in the aggregate retirement of $42,850,000 of obligations under the DIP Facility. In addition, the Sale Transaction contemplates that the existing Operation and Maintenance Agreements and other affiliate arrangements among the Companies will be terminated (if not previously terminated) and replaced with new agreements with Buyer or its affiliates. The Debtors believe that the Purchase and Sale Agreement represents the highest and/or best offer under the circumstances, and that the private sale of the Purchased Assets pursuant to the Sale Transaction is in the best interests of the Debtors, their creditors, their estates, their stakeholders, and other parties in interest. Accordingly, the Debtors respectfully ask the entry of the Sale Order authorizing and approving (i) the private sale of the Purchased Assets to the Buyer and (ii) related relief. The Debtors and the Buyer intend to commence the closings provided for under the Sale Transaction as soon as reasonably practicable. Accordingly, they respectfully ask that the Court waives the 14-day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought herein justifies immediate relief. The Purchaser can be reached at: LONGROAD SOLAR PORTFOLIO HOLDINGS, LLC c/o LONGROAD ENERGY HOLDINGS, LLC 133 Federal Street, Suite 1202 Boston, MA 02110 Attn: General Counsel Facsimile: (857) 350-3182 E-mail: contracts@longroadenergy.com The Purchaser is represented by: Jonathan D. Morris, Esq. MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York City, NY 10178 Facsimile: (212) 309-6001 E-mail: jonathan.morris@morganlewis.com About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNEDISON INC: Selling Interests in 80 Energy Projects for $3.8M ---------------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on May 18, 2017 at 10:00 a.m. (PET) to consider the private sale by SunEdison, Inc. and affiliates ("Company") of their interests in approximately 80 renewable energy projects to Silicon Ranch Corp. for (i) approximately $3,800,000 in cash; (ii) the replacement of a letter of credit in an aggregate outstanding amount of approximately $1,200,000 ("L/C"); and (iii) the return of approximately $1,000,000 of cash collateral. Objections, if any, must be filed on May 12, 2017 at 4:00 p.m. (PET). At the start of the Chapter 11 Cases, SunEdison was one of the world's leading developers of renewable-energy solution. Its businesses were global enterprises with substantial development activities on six continents at the time of filing. Through the Sale Transaction, the Company proposes to sell its interests in approximately 80 renewable energy projects to the Buyer in exchange for (i) approximately $3,800,000 in cash; (ii) the replacement of a letter of credit in an aggregate outstanding amount of approximately $1,200,000 ("L/C"); and (iii) the return of approximately $1,000,000 of cash collateral posted to support certain obligations under applicable power purchase agreements. The Company's commercial and industrial business unit primarily develops distributed generation community solar projects and sells the output of those projects under power purchase agreements to large commercial and industrial organizations. There are multiple financing structures through which the Company, as solar developer, finances its commercial and industrial projects and its utility-scale projects, including through a sale leaseback structure. In addition, the Company may provide development and other services to the project. The sale leaseback structure allows the lessor/tax equity investor to benefit from federal incentives for business that invest in solar projects, including certain investment tax credits and favorable depreciation. The benefits accruing to the tax equity investor allow the Company to achieve a low cost of capital to finance development of the projects. Pursuant to the Purchase and Sale Agreement, dated dated April 27, 2017, Sun Edison, LLC ("Seller") seeks to transfer the Purchased Assets (consisting of (i) the Equity Interests in the Acquired Companies and (ii) the Assigned SREC Contracts) to the Buyer. The Acquired Companies and their subsidiaries are lessees of approximately 80 of the Company's projects ("SLB Projects") and are leased from a single tax equity investors ("Lessor") and have a total power generating capacity of approximately 77 megawatts. The SLB Projects are a combination of (i) rooftop solar projects and ground mount solar projects installed at private retail businesses and public and governmental facilities and (ii) utility-scale solar projects. The terms of the sale leaseback transactions are governed by the Master Lease Agreement between the Acquired Companies and/or heir subsidiaries and the Lessor. The Acquired Companies' (and their applicable affiliates') obligations under the Master Lease Agreement as well as certain power purchase agreements with respect to the SLB Projects are backed by a letter of credit and cash collateral posted by the Debtors. Specifically, the letter of credit applicable to the SLB Projects is in an aggregate amount of approximately $1,200,000, and certain power purchase agreement obligations are supported by approximately $1,000,000 of cash collateral. The L/C can be drawn on by the counterparty to certain power purchase agreements in the event that the Acquired Companies or their applicable subsidiaries default under their obligations under such power purchase agreements. The L/C is an obligation under the Debtors' DIP Facility. The cash collateral can be drawn on by the power purchase agreement offtaker in the event that the Company defaults on its obligations under the applicable power purchase agreements. The power generation capacity of the SLB Projects also gives rise to solar renewable energy certificates ("SRECs") which are tradable, state-specific certificates equivalent to 1 megawatt of electricity generated by a solar facility. The Sellers are party to (i) certain contracts to purchase SRECs from the Acquired Companies and (ii) separate contracts to sell such SRECs to affiliated or third-party buyers. In connection with the Sale Transaction, the Seller and the Buyer determined that certain SREC Contracts would be assigned to Buyer and/or that certain other SREC Contracts would be rejected. It is a closing condition pursuant to the Purchase and Sale Agreement that the Seller and the Acquired Companies execute a Termination and Mutual Release Agreement to ensure that they hold no claims against each other following consummation of the Sale Transaction. The Seller is not aware of any valuable claims or causes of action against the Acquired Companies. As set forth in the Disclosure Schedules to the Purchase and Sale Agreement, the Sale Transaction is conditioned upon receipt of numerous third party consents, including 25 Master Lease Agreements, approximately eight SREC Contracts, approximately nine power purchase agreements. The Seller has been advised by the Buyer and the Lessor that the Buyer is the Lessor's preferred transferee for the Purchased Assets. Although the requisite consents to the Sale Transaction have not yet been obtained, based on the foregoing, the Seller believes that it is well positioned to obtain such consents with respect to Buyer within the timeframes set forth in the Purchase and Sale Agreement. The extraordinary provisions under the Sale Guidelines are: a. Private Sale: The sale of the Purchased Assets pursuant to the Purchase and Sale Agreement does not contemplate an auction or a further competitive bidding process. The Debtors believe that a private sale of the Purchased Assets to the Buyer provides the best opportunity to maximize value, particularly given the extensive marketing process already conducted and the superior offer provided by the Buyer as compared to other offers received. b. Releases: The Seller will also enter into a Termination and Mutual Release Agreement pursuant to which the Sellers and the Acquired Companies will provide mutual releases. c. Relief from Bankruptcy Rule 6004(h): The Debtors seek relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). d. Good Faith Deposit: No good faith deposit is being required of the Buyer. e. Sale Free and Clear: The Purchased Assets will be transferred free and clear of all interests. f. Requested Finding as to Successor Liability: The Buyer asks a finding that it is not and will not be deemed a successor to the Seller as a result of the consummation of the Sale Transaction. A copy of the Purchase and Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/SunEdison_Inc_2858_Sales.pdf Prior to execution of the Purchase and Sale Agreement, Rothschild, Inc. identified and developed a list of potentially interested parties and solicited such parties' interest in a sale transaction, including the Buyer. Following an expedited due diligence review by the Buyer of the Purchased Assets, the Seller determined in its business judgment to proceed with the Buyer and executed the Purchase and Sale Agreement. The Debtors therefore believe that the sale of the Purchased Assets to the Buyer will maximize the value of the Purchased Assets for the benefit of their creditors, stakeholders, and other parties in interest. The closing under the Purchase and Sale Agreement is conditioned upon the full and unconditional release of the Debtors of their obligations under the $1,200,000 L/C and the replacement of the $1,000,000 of cash collateral supporting obligations under applicable power purchase agreements. In addition, the Sale Transaction contemplates that the existing Operation and Maintenance Agreements and other affiliate arrangements among the Companies will be terminated (if not previously terminated) and replaced with new agreements with the Buyer or its affiliates. The Debtors respectfully ask the entry of the Sale Order authorizing and approving (i) the private sale of the Purchased Assets to the Buyer and (ii) related relief. The Debtors and the Buyer intend to commence the closings provided for under the Sale Transaction as soon as reasonably practicable. Accordingly, they respectfully ask that the Court waives the 14-day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought herein justifies immediate relief. The Purchaser can be reached at: SILICON RANCH CORP. 150 Third Avenue South, Suite 2000 Nashville, TN 37201 Attn: Reagan Farr, Richard Johnson Facsimile: (615) 577-4604 The Purchaser is represented by: William Greason, Esq. CHADBOURNE & PARKE LLP 1301 Avenue of the Americas New York City, NY 10019 Facsimile: (646) 710-5527 About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNRISE TRUCKING: Case Summary & 11 Unsecured Creditors ------------------------------------------------------- Debtor: SunRise Trucking Inc. 8421 McKissick Meadows Rd. Princeton, TX 75407 Case No.: 17-40860 Business Description: SunRise Trucking is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is engaged in specialized freight trucking. Its owners, Michael Chad & Ladona Dalebout, sought bankruptcy protection on March 31, 2017 (Bankr. E.D. Tex. Case No. 17-40655). Chapter 11 Petition Date: April 27, 2017 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Michael Chad Dalebout, director. A copy of the Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/txeb17-40860.pdf TOWN SPORTS: Current Cash Will Be 'Sufficient' for at Least 1 Year ------------------------------------------------------------------ Fitness clubs operator Town Sports International Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the quarter ended March 31, 2017. Patrick Walsh, chairman and chief executive officer of TSI, commented: "We continue to experience Adjusted EBITDA growth compared to the prior year and our comparable club revenue turned positive for the first time since 2012 with a 0.7% increase. Additionally, we are excited to open the Company's new flagship location at Astor Place in New York City in May and continue to look for other acquisition opportunities." The Company reported a net loss of $2.93 million on $99.08 million of revenues for the three months ended March 31, 2017, compared to a net loss of $6.92 million on $101.34 million of revenues for the three months ended March 31, 2016. The Company's balance sheet at March 31, 2017, showed $239.3 million in total assets, $326.7 million in total liabilities and a total stockholders' deficit of $87.41 million. "We experienced declining revenue from members in the past several years as the fitness industry was highly competitive in the geographic regions in which we competed. Also, the prior strategy of converting to a low-cost gym resulted in additional revenue pressure for the past few years. New members joined at lower monthly rates and cancellations of members paying higher rates negatively impacted our results and liquidity. In response to this, we implemented cost-savings initiatives in 2015, 2016 and 2017, which mitigated the impact the decline in revenue had on our profitability and cash flow from operations," the Company said in the filing. "We continue to recover from our prior strategy of converting to a low-cost gym. We focus on increasing membership in existing clubs to increase revenue. We may consider additional actions within our control, including the sale of certain assets, club acquisitions, additional club closures and entering into arrangements with revenue generating partnerships, some of which will utilize a "shop-in-shop" concept. We may also consider additional strategic alternatives, including opportunities to reduce TSI, LLC's existing debt and further cost-savings initiatives. Our ability to continue to meet our obligations is dependent on our ability to generate positive cash flow from a combination of initiatives, including those mentioned above. Failure to successfully implement these initiatives could have a material adverse effect on our liquidity and our operations, and we would need to implement alternative plans that could include additional asset sales, additional reductions in operating costs, further reductions in working capital, debt restructurings and deferral of capital expenditures. There can be no assurance that such alternatives would be available to us or that we would be successful in their implementation. "As of March 31, 2017, we had $59.9 million of cash and cash equivalents. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents. Although we deposit our cash with more than one financial institution, as of March 31, 2017, $36.7 million was held at one financial institution. We have not experienced any losses on cash and cash equivalent accounts to date and we do not believe that, based on the credit ratings of the aforementioned institutions, we are exposed to any significant credit risk related to cash at this time. "Historically, we have satisfied our liquidity needs through cash generated from operations and various borrowing arrangements. Principal liquidity needs have included the acquisition and development of new clubs, debt service requirements, debt purchases and other capital expenditures necessary to upgrade, expand and renovate existing clubs. We believe that our existing cash and cash equivalents, cash generated from operations and our existing credit facility will be sufficient to fund capital expenditures, working capital needs and other liquidity requirements associated with our operations through at least the next 12 months." A full-text copy of the Form 10-Q is available for free at: goo.gl/sbJZVz About Town Sports New York-based Town Sports International Holdings, Inc. is one of the leading owners and operators of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 151 fitness clubs as of March 31, 2016, comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12 Washington Sports Clubs (one of which is partly-owned), five Philadelphia Sports Clubs, and three clubs located in Switzerland, and three BFX Studio locations. In addition, the Company also has one partly-owned club that operated under a different brand name in Washington, D.C. as of March 31, 2016. These clubs collectively served approximately 553,000 members as of March 31, 2016. Town Sports posted net income of $8.04 million for the year ended Dec. 31, 2016, compared to net income of $21.15 million for the year ended Dec. 31, 2015. * * * As reported by the TCR on March 14, 2016, Standard & Poor's Ratings Services said it raised its corporate credit rating on Town Sports International Holdings to 'CCC+' from 'SD'. Town Sports carries a 'Caa2' corporate family rating from Moody's Investors Service. US DATAWORKS: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: US Dataworks, Inc. 14090 S.W. Freeway, Suite 300 Sugar Land, TX 77478 Case No.: 17-32765 About the Debtor: US Dataworks is a software and technology provider serving the financial services sector. Web site: http://www.usdataworks.com/ Chapter 11 Petition Date: May 1, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Debtor's Counsel: Wayne Kitchens, Esq. HUGHES WATTERS ASKANASE LLP Total Plaza 1201 Louisiana, 28th Floor Houston, TX 77002 Tel: 713-759-0818 Fax: 713-759-6834 E-mail: jwk@hwallp.com wkitchens@hwa.com Total Assets: $2.67 million Total Liabilities: $3.98 million The petition was signed by John N. Penrod, chairman and CEO. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-32765.pdf USG CORP: Fitch Rates New $500MM Sr. Unsecured Notes 'BB+/RR2' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB+/RR2' rating to USG Corporation's (NYSE: USG) offering of $500 million senior unsecured notes due 2027. These notes will be guaranteed on a senior unsecured basis by certain of the company's current and future domestic subsidiaries and will be pari passu with USG's existing $350 million senior unsecured notes due 2025. The company intends to use the net proceeds from the offering to complete the tender offer and pay related costs for its $500 million 7.75% senior unsecured notes (not guaranteed by domestic subsidiaries) due 2018. KEY RATING DRIVERS The rating for USG reflects the company's leading market position in all of its core businesses, strong brand recognition, its large manufacturing network, sizeable gypsum reserves, and strong credit metrics. Risks include the cyclicality of the company's end markets, some customer concentration, excess capacity currently in place in the U.S. wallboard industry, and volatility of wallboard shipments and pricing. The Stable Outlook reflects Fitch's expectation that demand will continue to grow during the next 12-18 months as the moderate recovery in the residential and nonresidential construction sectors is maintained. The Stable Outlook also reflects the company's adequate liquidity position. SUSTAINED IMPROVEMENT IN CREDIT METRICS AND CASH FLOW USG's operating and credit metrics have shown sustained improvement over the past four years. USG has taken steps to reduce its cost structure and lower its break-even point. In 2016, the company reported EBITDA margin (excluding cash distributions from its USG Boral Building Products [UBBP] joint venture) of 18.3% on $3 billion of revenues. By comparison, USG reported EBITDA margin of 17% on revenues of $5.1 billion during 2005 and 19.8% EBITDA margin on $5.8 billion of revenues in 2006. The company achieved improved profitability despite lower construction activity and meaningfully reduced wallboard industry demand. Leverage has declined significantly due to EBITDA growth as well as debt reduction. Debt to EBITDA improved to 1.8x at the end of 2016 from 3.8x at year-end 2015 and 4.5x at the end of 2014. Funds from operations (FFO)-adjusted leverage improved to 2.6x at the end of 2016 from 4.6x at year-end 2015 and 5.9x at year-end 2014. In 2016, USG reduced debt by $1.1 billion with cash on hand and proceeds from the sale of its distribution business for $675 million. Fitch expects debt to EBITDA will remain at or below 2.0x, which is consistent with management's leverage target of net debt to EBITDA ratio of between 1.5x-2.0x. FFO-adjusted leverage is projected to remain around 2.5x. Interest coverage increased to 3.9x during 2016 from 3.6x in 2015 and 2.8x in 2014. Fitch expects interest coverage will be at or above 8x for the next few years. Fitch believes that these strong metrics provide sufficient cushion to allow the company to sustain the 'BB+' rating through the cycle. Furthermore, the company's credit profile has been enhanced with the sale of its distribution business (which had exhibited more cyclical characteristics compared to its Gypsum and Ceilings businesses) and USG has taken steps to reduce its cost structure, allowing the company to lower its break-even point. USG has generated strong free cash flow (FCF) during the past two years. USG reported FCF of $290 million (9.6% of revenues) during 2016 compared with $237 million (6.3%) during 2015 and $40 million (1.1%) during 2014. Fitch expects the company will generate FCF margins of 7.5%-8.5% in the next few years. CAPITAL ALLOCATION STRATEGY Fitch believes the company will be disciplined in its capital allocation strategy and will focus on maintaining a strong balance sheet while investing in growth initiatives, returning cash to shareholders, and exploring acquisition opportunities. The company has allocated about $300 million to invest in its advanced manufacturing program over a four-year period which seeks to standardize and automate production across its Gypsum and Ceilings businesses. Management expects about $100 million of annual incremental EBITDA at the conclusion of the advanced manufacturing initiatives. In 2017, the company expects to spend about $200 million on capital expenditures, which includes about $70 million allocated for advanced manufacturing projects. By comparison, USG spent about $83 million on capex in 2016 and $87 million during 2015. In February 2017, the company's board approved a share repurchase program to buy back up to $250 million of its common stock. Management expects to execute the $250 million program over the next 12-18 months. During the first quarter of 2017, the company repurchased $25 million of its stock. USG expects to fund the share repurchases with FCF. Fitch expects USG will explore acquisition opportunities but will remain disciplined and thoughtful in evaluating potential acquisition targets. ADEQUATE LIQUIDITY USG has adequate liquidity with $341 million of cash, $69 million of short-term marketable securities, $24 million of long-term marketable securities, and $125 million of borrowing availability under its $180 million secured revolver as of March 31, 2017. The company's liquidity will be enhanced with the refinancing of its $500 million of senior notes coming due in January 2018 with the new notes due 2027. Additionally, the company amended its revolving credit facility and increased the borrowing capacity to $220 million and extended the maturity from October 2019 to May 2022. STRONG MARKET POSITION USG maintains a strong market position in all of its core business. According to the company, it has the #1 market position in the wallboard industry in North America. USG's Ceilings business has the #2 market position worldwide and its UBBP international joint venture also has the #1 or #2 position in most of its markets in Asia, Australasia and the Middle East. SALE OF DISTRIBUTION BUSINESS In October 2016, USG completed the sale of its distribution business (which consisted of L&W Supply Corporation and its subsidiaries) to American Builders & Contractors Supply Co., Inc. (ABC Supply) for $675 million. The company used the net proceeds, together with cash on hand, to pay down $1.1 billion of debt. For the latest 12 months (LTM) ending June 30, 2016, Fitch estimates that this business segment had sales of $1.47 billion and EBITDA of roughly $51 million. Management estimates that about 70% of L&W's revenues were from non-wallboard products and about 50% were from non-USG products. USG's sales to legacy L&W Supply branches will be governed under a supply agreement and will be stepped down in an orderly manner over the near term. Overall, Fitch views this transaction positively as the loss of earnings from this business segment is more than offset by the debt reduction from the sales proceeds. Additionally, the disposition of the distribution business lowers the company's overall exposure to the more volatile new construction market (residential and nonresidential). CUSTOMER CONCENTRATION On a worldwide basis, for each of the years ended Dec. 31, 2016, 2015, and 2014, The Home Depot accounted for 23%, 23% and 22% of USG's net consolidated sales, respectively. Additionally, L&W (distribution business sold to ABC Supply) accounted for 19%, 18% and 18% of its consolidated net sales, respectively. Both USG's Gypsum and Ceilings segments had net sales to these customers in each of those years. Fitch believes that USG benefits from the large retail network of The Home Depot as well as the extensive distribution network of ABC Supply. However, these customers also have significant bargaining power, which could limit USG's ability to raise prices. Additionally, large home improvement stores also sometimes request product exclusivity, which may limit USG's ability to offer certain of its products to other distribution channels/customers. WALLBOARD MARKET Wallboard shipments have steadily grown during the last six years after declining more than 53% between 2005 and 2010. Industry wallboard shipments in the U.S., as reported by the Gypsum Association, grew about 12% to 25 billion square feet (sf) during 2016 compared with 22.3 billion sf during 2015. USG estimates industry capacity utilization rates improved further this year but excess capacity remains, averaging approximately 75% during 2016. Industry capacity utilization averaged about 68% during 2015 and 66% during 2014. Fitch expects wallboard shipments will increase by mid-single digits while wallboard prices improve compared with 2016 levels. MODEST IMPROVEMENT IN CONSTRUCTION MARKETS USG markets its products primarily to the construction industry. Within its Gypsum segment, management estimates that about 50% of volume demand is from the residential repair and remodel sector, 39% from new residential construction, 6% from new commercial construction, and 5% from other activities. For its Ceilings segment, about 71% of the segment's sales were directed to the commercial repair and remodel segment, 27% to the new commercial construction market, and 2% to new residential construction. Fitch expects residential construction spending to experience another year of moderate growth in 2017 as first-time buyers will continue to drive housing starts, and rising home prices support remodelling spending. Total housing starts are projected to grow 7% while new home sales are forecast to expand 10% in 2017. Existing home sales are projected to rise 1.7% this year. Home improvement spending is also forecast to increase 4% while private non-residential construction is expected to improve 5% in 2017. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for USG include: -- U.S. construction spending increases 5.7% during 2017 and by the mid-single digits in 2018; -- Sales improve to the low mid-single digits during 2017 and 2018; -- EBITDA margins (excluding cash distributions from UBBP JV) between 17%-18% during 2017 and 2018; -- FCF margin of 7.5%-8.5% during 2017 and 2018; -- No further debt reduction; -- Debt to EBITDA at or below 2x at year-end 2017 and 2018; -- EBITDA to interest at or above 8x during the next few years. RATING SENSITIVITIES A negative rating action may be considered if there is a sustained erosion of profits and cash flows due either to weak residential and commercial construction activity, meaningful and continued loss of market share, and/or continued materials and energy cost pressures resulting in margin contraction, including EBITDA margins of less than 12%, debt to EBITDA approaching 3.0x, FFO adjusted leverage sustained above 4x and interest coverage below 5x. Although unlikely in the intermediate term, positive rating actions may be considered if the company commits to these strong credit metrics, including debt to EBITDA consistently at or below 2x, FFO adjusted leverage below 3x, and interest coverage sustained above 7x, and the expectation that the company can maintain metrics close to these levels through the cycle. Fitch will also consider USG's liquidity position in assessing positive rating actions. FULL LIST OF RATINGS Fitch currently rates USG Corporation as follows: -- Issuer Default Rating 'BB+'; -- Secured bank credit facility 'BBB-/RR1'; -- Senior unsecured guaranteed notes 'BB+/RR2'; -- Senior unsecured notes 'BB+/RR3'. The Rating Outlook is Stable. RECOVERY RATINGS (RR) Fitch's RR of 'RR1' for USG's $220 million secured revolving credit facility indicates outstanding recovery prospects for holders of this debt issue. Fitch's 'RR2' rating for USG's unsecured guaranteed notes indicates superior recovery prospects. ($350 million of unsecured notes and the $500 million notes offering are guaranteed on a senior unsecured basis by certain of USG's domestic subsidiaries.) The 'RR3' for USG's senior unsecured notes ($500 million outstanding) that are not guaranteed by the company's subsidiaries indicates good recovery. USG CORP: Moody's Rates Proposed $500MM Sr. Unsecured Notes Ba2 --------------------------------------------------------------- Moody's Investors Service upgraded USG Corporation's Speculative Grade Liquidity Rating to SGL-1 from SGL-2 following the company's recent announcement that increased and extended its revolving credit facility, removing the primary liquidity rating constraint. In a related rating action, Moody's assigned a Ba2 rating to the company's proposed $500 million guaranteed senior unsecured notes due 2027. Proceeds from the notes and some cash on hand will be used to redeem the company's non-guaranteed senior unsecured notes due 2018, at which time the Ba3 rating assigned to these notes will be withdrawn. Moody's expects the proposed Notes due 2027 will rank pari passu to the company's existing guaranteed senior unsecured notes due 2025, which are rated Ba2 as well. Moody's also downgraded the company's industrial revenue bonds (not guaranteed) to B1 from Ba3. USG's Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating are not impacted by these rating actions. The rating outlook remains positive. The following ratings/assessments are affected by action: Corporate Family Rating remains Ba2; Probability of Default Rating remains Ba2-PD; Guaranteed senior unsecured notes due 2025 affirmed at Ba2 (LGD4 from LGD3); Guaranteed senior unsecured notes due 2027 assigned Ba2 (LGD4); Industrial revenue bonds with various maturities (not guaranteed) downgraded to B1 (LGD6) from Ba3 (LGD5); Speculative Grade Liquidity Rating upgraded to SGL-1 from SGL-2. RATINGS RATIONALE The upgrade of USG's Speculative Grade Liquidity Rating to SGL-1 from SGL-2, reflects Moody's view that the company will have a very good liquidity profile over the next 12 months. USG syndicated a new $220 million revolving credit facility maturing in 2022, replacing its existing $180 million maturing 2019 and removing a heretofore liquidity rating constraint. The revolving credit facility is governed by a borrowing base. It is secured by a first lien substantially all of the company's most liquid assets, including accounts receivable, and inventory. The revolver also benefits from the various credit-friendly protections common to well-structured asset-based loans and from a priority of payment relative the unsecured notes. There are no borrowings under the revolver nor do Moody's anticipates any given USG's cash balances. Pro forma availability totaled about $183 million at 1Q17, after taking into account no borrowings, $37 million in letter-of-credit commitments, and limitations of the borrowing base formula. Although Moody's does not expects any drawdowns, Moody's believes revolver availability is undersized relative to USG's revenues. The principal financial covenant in USG's asset-based revolving credit facility agreement is based on revolver availability. If borrowing availability is less than the amount equal to 10% of the lesser of (1) the aggregate revolver commitment and (2) aggregate borrowing base, USG will be required to satisfy and maintain a fixed-charge coverage ratio of not less than 1.0x for the remaining life of the transaction or until minimum availability threshold is satisfied. This covenant includes adjustments that are not considered in Moody's fixed-charge coverage calculations. Moody's projects USG will maintain more than sufficient availability under its revolving credit facility such that the fixed-charge covenant will not be triggered over the next 12 months. The Ba2 rating assigned to the $350 million guaranteed senior unsecured notes due 2025 and to the proposed $500 million senior unsecured notes due 2027 -- identical to the Corporate Family Rating -- reflect their collective position as the preponderance of debt in USG's debt capital structure. These notes are pari passu to each other. USG's material domestic operating subsidiaries provide guarantees. The downgrade of USG's industrial revenue bonds with various maturities to B1 from Ba3 results from higher levels of guaranteed notes, resulting in lower recovery values for debt not guaranteed by USG's subsidiaries. Moody's views the IRB's as structurally subordinated to USG's $220 million revolving credit facility and $850 million in guaranteed senior unsecured notes. Positive upward momentum could occur if USG continues to perform well, delivering key credit metrics that support a higher rating. - Adjusted debt-to-EBITDA remaining below 3.0x - adjusted free cash flow-to-debt remaining well above 10% throughout the cycle could support positive rating actions. USG must also demonstrate an ability to weather the volatility in its key end markets, as well as maintain a sound balance between capital returned to shareholders and capital used for growth opportunities. Stabilization of ratings may result if USG's operating performance falls below expectations, resulting in the following credit metrics (ratios include Moody's standard adjustments) and characteristics: - Debt-to-EBITDA sustained above 4.5x - EBITA-to-interest expense approaching 3.0x - Significant deterioration in the company's liquidity profile - Larger-than-projected return of capital to shareholders - Large debt-financed acquisitions The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. USG Corporation, headquartered in Chicago, IL, is a North American manufacturer of primarily wallboard, and ceiling tiles and ceiling grids for commercial applications. Pro forma revenues excluding L&W Supply Corp. for the 12 months through March 31, 2017 totaled approximately $3.0 billion. USG CORP: S&P Gives BB+ Rating on New $500MM Unsec. Notes Due 2027 ------------------------------------------------------------------ S&P Global Ratings said that it assigned its 'BB+' issue-level rating (the same as the corporate credit rating) and '3' recovery rating to Chicago-based USG Corp.'s proposed $500 million senior unsecured notes due 2027. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. USG intends to use all or a portion of the net proceeds from this offering to complete the tender offer of the 7.75% senior notes due 2018 and to pay related costs and expenses. The company also intends to use net proceeds and cash on hand to redeem any of the 2018 notes that remain outstanding after completion of the tender offer. In addition, the company has increased its asset-based lending (ABL) facility commitment to $220 million with a maturity of 2022. There will be no outstanding balance at close. The corporate credit rating on USG Corp. is 'BB+' with a stable outlook. RECOVERY ANALYSIS Key analytical factors -- With the sale of L&W Supply completed, S&P Global Ratings' simulated default scenario contemplates a reorganization value for the company of $1.2 billion, reflecting emergence EBITDA of about $235 million and a 5x multiple that is within the 5x to 6x range that S&P generally uses for building products companies. -- The company's proposed senior unsecured notes have a recovery rating of '3'. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. -- The issue-level rating on the proposed notes is 'BB+', in line with the 'BB+' corporate credit rating and S&P's notching guidelines for a '3' recovery rating. -- Speculative grade companies with corporate credit ratings of 'BB-' or higher generally have recovery ratings capped at '3' because their recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt before default. -- For purposes of S&P's default scenario, it assumed aggregate borrowings of about $95 million under the ABL facility, representing 60% usage of the $220 million commitment less approximately $35 million in undrawn letters of credit. Simulated default assumptions -- Year of default: 2022 -- EBITDA at emergence: $235 million -- Implied enterprise valuation (EV) multiple: 5x -- Gross EV: $1.2 billion Simplified waterfall -- Net EV (after 5% administrative costs): $1.1 billion -- Estimated priority claims (60% usage of $220 million ABL facility, net of about $35 million of undrawn letters of credit): $95 million -- Remaining value: $1 billion -- Estimated senior unsecured claims: $875 million -- Recovery expectation: 50% to 70% (Rounded estimate: 65%) Ratings List USG Corp. Corporate Credit Rating BB+/Stable/-- New Rating Senior Unsecured $500 mil sr notes due 2027 BB+ Recovery Rating 3(65%) WEST SEATTLE LODGE: Taps Marc Stern as Legal Counsel ---------------------------------------------------- West Seattle Lodge, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Marc Stern, Esq., as its legal counsel. Mr. Stern will charge $400 per hour for his services. He has not received funds from the Debtor or its principal in connection with his employment. In a court filing, Mr. Stern disclosed that he does not represent any interest adverse to the Debtor's bankruptcy estate. Mr. Stern maintains an office at: Marc S. Stern, Esq. 1825 NW 65th Street Seattle, WA 98117 Phone: (206) 448-7996 Email: marc@hutzbah.com About West Seattle Lodge Based in Seattle, Washington, West Seattle Lodge LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-10842) on February 27, 2017. The petition was signed by Shawn Roten, manager. At the time of the filing, the Debtor disclosed $54,891 in assets and $1.16 million in liabilities. The case is assigned to Judge Timothy W. Dore. The Debtor hired Vortman & Feinstein, P.S. as bankruptcy counsel. WESTMORELAND RESOURCE: GP Declares Distributions for Q1 2017 ------------------------------------------------------------ Westmoreland Resources GP, LLC, general partner of Westmoreland Resource Partners, LP, declared a cash distribution for all unitholders and warrant holders of $0.1333 per unit for the quarter ended March 31, 2017. Additionally, the Board declared a distribution of Series A Convertible units to be issued in lieu of a $0.1333 cash distribution to holders of Series A Convertible units. The distribution will be paid on May 15, 2017, to all unitholders and warrant holders of record as of the close of business on May 8, 2017. "Brokers and nominees should treat one hundred percent (100.0%) of WMLP's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, WMLP's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate." About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP -- http://www.westmorelandMLP.com/-- is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. Westmoreland Resource reported a net loss of $31.58 million on $349.34 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $33.68 million on $384.70 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Westmoreland Resource had $386.90 million in total assets, $415.01 million in total liabilities and a total deficit of $28.11 million. WEX INC: Moody's Revises Outlook to Stable & Affirms Ba3 CFR ------------------------------------------------------------ Moody's Investors Service affirmed WEX Inc's Ba3 corporate family, senior unsecured debt, and senior secured bank credit facility ratings and changed the outlook to stable from negative. Issuer: WEX Inc. -- LT Corporate Family Rating, Affirmed Ba3 -- Senior Secured Bank Credit Facility, Affirmed Ba3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 -- Outlook, Changed To Stable From Negative RATINGS RATIONALE The Ba3 ratings reflect WEX's strong market position in its core fleet payment solutions business, which has been further strengthened by its acquisition of Electronic Funds Source LLC (EFS), as well as the company's attractive operating margins and strong profitability. The ratings also reflect WEX's strong and stable asset quality metrics related to its charge card receivables, which approximately 70% of the company's tangible asset base. Balancing these positive factors are a number of credit challenges which include the company's higher financial leverage resulting from the acquisition, while declining, fleet revenue dependence on gas and diesel fuel prices, and weak capital position due to its negative tangible equity position. The change in outlook follows the closing and largely complete integration of the company's EFS acquisition along with Moody's expectations that company-reported bank covenant debt / EBITDA will fall below 4.0x by the end of the year. Moody's expects that the company will remain acquisitive with company-reported bank covenant debt/EBITDA possibly increasing up to as high as 4.50x to 4.75x at the time of any future acquisitions. The ratings could be upgraded in the event that company-reported bank covenant debt/EBITDA decreases below 3.5x and is expected to remain below such level at the same time the financial performance continues to be strong with net income / assets above 2.5% and charge-offs to assets remaining below 1.5%. The ratings could be downgraded in the event that company-reported bank covenant debt/EBITDA increases above 5.0x and is expected to remain at such level for three or more quarters, or if company-reported bank covenant debt/EBITDA rises above 5.5x. A weakening of profitability whereby net income/assets fell below 2.0% or declining asset quality with charge-offs rising above 2.0% would also put downward pressure on the ratings. The principal methodology used in these ratings was Finance Companies published in December 2016. WONDERWORK INC: U.S. Trustee Directed to Appoint Ch. 11 Examiner ---------------------------------------------------------------- Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York entered an Order directing the U.S. Trustee to appoint an independent examiner for Wonderwork, Inc. The Order was made following the Court's determination that there is a cause for the appointment of an examiner and the imposition of certain temporary controls for the Debtor. The Court further ordered that the appointed Examiner must, as soon as practical, file on the docket a written report of his or her investigation within the time period, but in no event later than 90 days from the date of his or her appointment, unless such time is extended by the Court. Likewise, the Court noted that the Examiner may retain attorneys, accountants and/or other professionals if he or she determines that such professionals are necessary to discharge his or her duties, with such retention to be subject to Court approval. 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. WTE S&S AG: Can Continue Using Cash Collateral Through June 3 ------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized WTE-S&S AG Enterprises LLC to use cash collateral on an interim basis during the period from May 8, 2017 through June 3, 2017. The Debtor is authorized to make the expenditures set forth on the Budget, which provides total disbursements in the amount of $35,150 during the period of week ending May 1, 2017 through the week ending May 29, 2017. State Bank of Chilton have consented to the Debtor's continued use of cash collateral. In return for the Debtor's continued interim use of cash collateral, State Bank of Chilton is granted the following adequate protection for its purported secured interests in the Debtor's property: (a) The Debtor will permit State Bank of Chilton to inspect its books and records; (b) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; (c) The Debtor will make available to State Bank of Chilton evidence of that which constitutes its collateral or proceeds; (d) The Debtor will properly maintain its assets in good repair and properly manage its business; (e) State Bank of Chilton will be granted a valid, perfected, enforceable security interests in the Debtor's post-petition assets, including all proceeds and products which become property of the estate to the extent and priority of its alleged pre-petition liens, but only to the extent of any diminution in the value of such assets from the Petition Date through June 3, 2017. A final hearing on the Debtor's use of cash collateral is scheduled on May 30, 2017 at 10:00 a.m. A full-text copy of the Order, dated April 25, 2017, is available at http://tinyurl.com/lxny9re About WTE-S&S AG Enterprises LLC WTE-S&S AG Enterprises, LLC, is a limited liability company formed for the purpose of constructing an anaerobic digester on the largest dairy farm in Door County, Wisconsin, so as to generate electricity from harnessing methane extracted from animal waste. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip, manager and designated representative. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. The case is assigned to Judge Donald R. Cassling. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million at the time of the filing. YOU'RE PUTTING ME: Taps Thompson Law Group as Legal Counsel ----------------------------------------------------------- You're Putting Me On, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire legal counsel. The Debtor proposes to hire Thompson Law Group, P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, prosecute actions to protect its estate, and provide other legal services related to its Chapter 11 case. The firm will charge $250 per hour for the services of its attorneys, $90 per hour for paralegals, and $45 per hour for the general office staff. Brian Thompson, Esq., 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: Brian C. Thompson, Esq. Thompson Law Group, P.C. 125 Warrendale-Bayne Road, Suite 200 Warrendale, PA 15086 Phone: (724) 799-8404 Fax: (724) 799-8409 Email: bthompson@thompsonattorney.com About You're Putting Me On You're Putting Me On, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21720) on April 26, 2017. The case is assigned to Judge Carlota M. Bohm. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. ZOOMPASS HOLDINGS: MNP LLP Raises Going Concern Doubt ----------------------------------------------------- Zoompass Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $13.98 million on $221,021 of net revenue for the year ended December 31, 2016 The Company's independent accountants MNP LLP states that the Company has incurred losses from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $11.36 million, total liabilities of $2.31 million, and a total stockholders' equity of $9.04 million. A full-text copy of the Company's Form 10-K is available at: http://bit.ly/2oUXprE Zoompass Holdings, Inc., formerly known as UVIC, INC., through its subsidiaries, offers financial technology services including both platform and mobile money solutions. ********* 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 ***