/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170516.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 16, 2017, Vol. 21, No. 135 Headlines 5 STAR INVESTMENT: Trustee Selling South Bend Property for $33.5K 8760 SERVICE: Hires Merrick Baker as Attorneys ADVANCED SOLIDS: Sale of Furniture on Consignment Approved AFFINION GROUP: S&P Raises CCR to 'CCC+' on Debt Exchange AIMIA INC: S&P Lowers CCR to 'BB+' on Non-Renewal Plans ALLEN CONSTRUCTION: Hires Thornberry as Attorney ALLIED CONSOLIDATED: Discloses Additional Sources of Plan Payments AMAG PHARMACEUTICAL: Moody's Hikes Senior Unsecured Notes to Ba3 APOLLO MEDICAL: May Issue 2.5M Common Shares Under Incentive Plans ARABELLA EXPLORATION: Whitaker Chalk Represents Former Acting CFO ATIF INC: Creditors' Panel Hires Messana as Attorneys ATLANTICA YIELD: S&P Raises Corp. Credit Rating to 'BB-' AXALTA COATING: Moody's Rates $450MM Senior Secured Term Loan Ba1 AXALTA COATING: S&P Affirms 'BB' CCR; Outlook Remains Stable B.C.I. FINANCES: Files for Chapter 15 Amid Tax Avoidance Case BAB METAL: Voluntary Chapter 11 Case Summary BAIA LLC: Hearing on Plan Outline Approval Set for June 20 BEACH SEAFOOD: Hires Leon A. Williamson, Jr. as Counsel BEAR FIGUEROA: Hires Giron Law Office as Insolvency Counsel BLANKENSHIP FARMS: Trustee Selling Assets Thru Alexander Auction BON-TON STORES: Fails to Comply with Nasdaq Listing Requirements CAESARS ENTERTAINMENT: NJ Casino Commission Rules on Restructuring CAPSTONE PEDIATRICS: Latest Plan to Pay Unsecureds in 8 Years CASINO REINVESTMENT: S&P Affirms BB on 2005 Parking Fee Bonds CENTRAL GROCERS: Has Court's Nod to Use Cash Collateral CHALFONT ROCK: Hires Nathan Medvidofsky as Appraiser CHARLES WALKER: Trustee's Sale of Nashville Property for $210K CLIFFS NATURAL: Will Take Legal Action Over 'Inaccurate' Comments COATES INTERNATIONAL: Issues $45K Convertible Note to GS Capital COO COO'S NEST: Latest Plan Discloses New Source of Funding CREDITCORP: S&P Lowers ICR to 'CCC' on Increasing Refinancing Risk CSSH INC: To Pay Unsecured Creditors $195 per Month Under Plan DAVE'S AUTOMOTIVE: Hires Darby Law as Counsel DELIVERY AGENT: Wants Plan Exclusivity Extended to July 12 DEWEY & LEBOUEF: Sanders Likely to Appeal on Double Jeopardy EQUIAN BUYER: S&P Affirms 'B' Rating on Increased Term Loan ESPLANADE: VEREIT-Led Auction on June 5 Approved FANNIE MAE: Reports Net Income of $2.77 Billion for First Quarter FARMACIA SAN JUSTO: Gets Approval of Plan to Exit Bankruptcy FINJAN HOLDINGS: Hosts Q1 Shareholder Update Call FLYGLO LLC: Hires Fishman Haygood as Special Counsel FRANKFORD RESTAURANT: Hires Bielli & Klauder as Counsel FRANZEN INT'L: Adds New Provision on Treatment of Unsecured Claims FREEDOM ACADEMY: S&P Raises Rating on 2016 Revenue Bonds to 'BB+' FTE NETWORKS: Benchmark Head Has 9.18% Stake as of April 20 FTE NETWORKS: Benchmark Principal Reports 18% Stake as of April 20 GARDENS REGIONAL: ASMG Has Deal to Buy Hospital for $6.7 Million GARRETSON TILE: Hires Jennings Auction Group as Auctioneer GLOBAL UNIVERSAL: Unsecured Insiders to Recoup 100% Over 12 Months GRANDPARENTS.COM: Hires EisnerAmper as Financial Advisor GREAT LAKES: Moody's Affirms B3 Corporate Family Rating GREAT LAKES: S&P Revises Outlook to Stable & Affirms 'B-' CCR GREEN FUEL: J. Casey to Retain Interest, Latest Plan Says HALFWAY TO CONCORD: Hires Watson LLC as Attorney HANCOCK FABRICS: June 12 Plan Confirmation Hearing Set HANCOCK FABRICS: Wants Exclusive Solicitation Extended to June 30 HEXION INC: Incurs $42 Million Net Loss in First Quarter HOLIDAY SUPERMARKETS: Sale of Supermarket Assets for $135K Approved IHEARTCOMMUNICATIONS INC: Incurs $388 Million Net Loss in Q1 INT'L BANK OF AZERBAIJAN: Files for Court Protection in U.S. INTERMODAL EQUIPMENT: Rally Buying Dallas Assets for $178K INTERSTATE PROPERTIES: Voluntary Chapter 11 Case Summary ION GEOPHYSICAL: Incurs $23.02 Million Net Loss for First Quarter IRON BRIDGE: Unsecured Creditors to Get 70% Over 10 Years ISLA BONITA: Revises Provision on Treatment of FirstBank Claim JOHN CURTIN: Sale of Sea Girt Property for $1.68M Approved JOSEPH SLABY: Zieglers Buying Arcadia Property for $960K KEMPLON MARINE: Hires Mark S. Roher as Counsel KENDALL LAKE: June 8 Hearing on 2nd Amended Disclosure Statement KINEMED INC: Oxeia Buying BPF License for $475K KSM INTERNATIONAL: Court Okays Disclosures, Confirms Plan LAS VEGAS JOHN: Court Confirms Ch. 11 Plan of Liquidation LENSAR INC: Completes Strategic Financial Restructuring M.A. GONZALEZ: Plan Outline Okayed, Plan Hearing on May 30 MAGELLAN CHRISTIAN: Unsecureds to Recoup 100% Plus 4.5% per Annum MARINA BIOTECH: Continues to Offer 2.2-M Common Shares MARINE ACQUISITION: S&P Affirms 'B' CCR Amid Term Loan Add-On MARRONE BIO: PRIMECAP Management Holds 8.8% Stake as of April 30 MARSH SUPERMARKETS: 44 Locations Business as Usual MARSH SUPERMARKETS: Proposes June 12 Auction for Stores MCCLATCHY CO: Reports $95.6 Million Net Loss for First Quarter MEDEX TRANSPORTATION: Hires Villeda Law as Attorney MELINDA CORTEZ: Wisne Buying San Francisco Property for $759K MESA OIL: Has Interim OK to Use Cash Collateral; Hearing on May 18 METROPARK USA: Oak Point Buying Interchange Claim for $10K MICHAELS USED CARS: Hires Caldwell & Riffee as Counsel MID-STATE PLUMBING: Disclosures Okayed; Plan Hearing on June 21 MINI MASTER: Disclosure Statement Hearing Set for June 7 MOLYCORP MINERALS: Court Refuses to Cut Response Time for Oaktree MOLYCORP MINERALS: ERP to Acquire Mountain Pass Rare Earths Mine MOSES INC: Unsecured Creditors to Get $1.1-Mil. Under Plan NATIONAL AIR CARGO: Founder Offers to Pay About $12M in Debt NEWARK WATERSHED: Demands Add'l. Docs From Trenk DiPasquale NINE WEST: S&P Lowers CCR to 'CCC-' on Likely Restructuring NORTHEAST ENERGY: PPL to Auction Personal Property NOTIS GLOBAL: Marcum Responds to Dismissal OLYMPIA OFFICE: Hires Demasco Sena & Jahelka as Accountants PACHECO BROTHERS: May Continue Using Cash Collateral PARAGON OFFSHORE: Fee Examiner Taps Bielli & Klauder as Counsel PARAGON OFFSHORE: Unsecureds to be Paid 30% Under Latest Plan PARALLAX HEALTH: Acquires Behavioral Health IP From ProEventa PASS BUSINESS: Disclosures Okayed; Plan Hearing on June 15 PAUL NGUYEN: Sale of Garden Grove Property for $1.4M Approved PLZ AEROSCIENCE: S&P Affirms 'B' CCR; Outlook Stable PREFERRED CONCRETE: Unsecureds to Get 10% for 10 Payments PUERTO RICO: Government Debt Restructuring Won't Affect PRIIA QUADRANGLE PROPERTIES: Names Craig Geno as Attorney RACEWAY MARKET: Beal Bank Tries to Block Approval of Plan Outline RACEWAY MARKET: FFB Objects to Disclosure Statement REGAL CINEMAS: Moody's Assigns Ba1 Rating to New Sr. Term loan REVOLUTION ALUMINUM: To Sell Pineville Property to Pay Creditors RIVER NORTH: Unsecured Creditors to Get 30% of 2018-2021 Profit ROOT9B HOLDINGS: Sells IPSA's Investigative Due Diligence Practice ROTHSTEIN ROSENFELDT: 11th Cir. Heard Appeal on Gibraltar Suit ROZEL JEWELER'S: Court Confirms Chapter 11 Plan RUPARI FOOD: Obtains Final Approval of Cash Collateral Use RXI PHARMACEUTICALS: Continues to Offer 12.8M Common Shares SAVANNA ENERGY: Reports Q1 Results, Enters Into Amended Waiver SCOTT A. BERGER: Unsecureds to Recover 25% Under Plan SEMLER SCIENTIFIC: Extends Maturity of $1.5M Notes by 1 Year SEMLER SCIENTIFIC: William H.C. Chang Reports 23.4% Stake SHIRLEY MCCLURE: Reactory Buying Gaylord Property for $250K SITEONE LANDSCAPE: Term Loan Repricing Credit Pos, Moody's Says SIXTY SIXTY CONDO: Must File Amended Plan & Disclosures by May 23 SMART WORLDWIDE: S&P Puts 'B' CCR on CreditWatch Positive SOUTHERN SANDBLASTING: Hires Kevin Riles Commercial as Broker SPENDSMART NETWORKS: Extends $275K Note Maturity to July 2017 SUNEDISON INC: Chubb Companies Object to Disclosure Statement SUNEDISON INC: Shareholder Group Voices Concerns Over Disclosures SURGERY CENTER: Moody's Affirms B3 CFR, Outlook Developing TIDEWATER INC: Enters Into Restructuring Support Agreement TIMOTHY MCCLINCY: Wong Buying Federal Way Property for $425K TITANS OF MAVERICKS: Asset Auction Scheduled for June 1 TITANS OF MAVERICKS: Athletes Want New, More Professional Owner TLC HEALTH: Patient Census Decreased, PCO 19th Report Says TOISA LIMITED: Creditors Seek Appointment of Committee TONGJI HEALTHCARE: Amends Form 10-K to Disclose Accountant Fees TOWERSTREAM CORP: Stockholders OK Two Proposals at Special Meeting TRANSMAR COMMODITY: FCStone-Led Auction of Forward Book on June 20 TYHEE NWT: GoldMining to Buy Yellowknife Gold, Big Sky Projects WAVE SYSTEMS: Aurea CEO Addresses Jive Employees Concerns WELLMAN DYNAMICS: Weil Gotshal Gets 50% Slash on Fees WEST CORP: Moody's Puts B1 CFR Under Review for Downgrade WEST SEATTLE LODGE: U.S. Trustee Unable to Appoint Committee WESTMORELAND COAL: Will File Form 10-Q Within Extension Period YONKERS RACING: Moody's Puts B2 CFR on Review for Upgrade YONKERS RACING: S&P Revises Outlook to Pos. & Affirms 'B' CCR [*] CA Global, BMA Liquidators to Auction Smith & Wollensky Assets [*] Kenneth Noble Joins McGuireWoods as Partner in New York [^] Large Companies with Insolvent Balance Sheet ********* 5 STAR INVESTMENT: Trustee Selling South Bend Property for $33.5K ----------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real estate commonly known as 2046 Hollywood Place, South Bend, St. Joseph County, Indiana, to Brandon Arizpe for $33,500. On March 23, 2016, the Court entered its Order Granting Motion for Joint Administration, consolidating the Debtors' Bankruptcy Cases for purposes of administration only. On June 24, 2016, the Court entered its Agreed Order Granting Trustee's Motion for Substantive Consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered Order Granting Application to Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy Estates' Broker, authorizing the employment of Tiffany Group Real Estate Advisors, LLC as real estate brokers with respect to the sale of real estate in these bankruptcy cases. Pursuant to the agreement between the Trustee and Tiffany Group approved by the Court. Tiffany Group is entitled to receive a commission of 5% of the total purchase price for all sales that were obtained solely through the efforts of the Tiffany Group. Prior to the Petition Date, on Nov. 5, 2015, the United States Securities Exchange Commission ("SEC") filed a complaint against the Debtors' sole owner, Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte Temporary Restraining Order, asset freeze and other emergency relief in the SEC Action. Prior to the Petition Date, 5 Star Investment Group II, LLC, was the sole owner of the real Estate. It is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. The Real Estate is also subject to a first priority investor mortgage in favor of Joni Leman dated Dec. 3, 2012 ("Investor Mortgage"). The Investor Mortgage was recorded on Dec. 18, 2012 in the Office of the Recorder of St. Joseph County (Indiana), as Instrument No. 1240224. On May 11, 2017, pursuant to the sole efforts of the Tiffany Group, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchaser for the total purchase price of $33,500. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represent delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Further, it provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_Investment_737_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $33,500 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (i) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (ii) disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to Tiffany Group (approximately $1,675), second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Lien and the Drain/Ditch Lien, and third to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (iii) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchaser can be reached at: Brandon Arizpe 118 Academy PI South Bend, IN 46616 About 5 Star Investment Group 5 Star Investment Group, LLC, and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtor's counsel is Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. 8760 SERVICE: Hires Merrick Baker as Attorneys ---------------------------------------------- 8760 Service Group, LLC and Pelham Property, LLC seek authorization from the U.S. Bankruptcy Court for the Western District of Missouri to employ Merrick, Baker & Strauss, P.C. as attorneys. The Debtors require Merrick Baker to: (a) advise the Debtors with respect to their rights, powers and duties in these cases; (b) assist and advise the Debtors in their consultations with the U.S. Trustee relating to the administration of these cases; (c) assist the Debtors with investigation of assets, liabilities and financial condition of the operation of the Debtors' business in order to maximize the value of the Debtors' assets for the benefit of all creditors; (d) assist the Debtors in their analysis of and negotiation with any third party concerning matters related to, among other things, the terms of a plan of reorganization; (e) assist and advise the Debtors with respect to any communications with the general creditor body regarding significant matters in this case; (f) commence and prosecute necessary and appropriate action and/or proceedings on behalf of the Debtors; (g) review, analyze or prepare on behalf of the Debtors, all necessary applications, motions, answers, orders, reports, schedules, pleadings and other documents; (h) represent the Debtors at all hearings and other proceedings; (i) confer with other professional advisors retained by the Debtors in providing advice to the Debtors; and (j) perform all other necessary legal services in this case as may be requested by the Debtors in this Chapter 11 proceeding. Merrick Baker will be paid at these hourly rates: Attorneys $250 Secretary/Paralegal $25 Merrick Baker will also be reimbursed for reasonable out-of-pocket expenses incurred. Merrick Baker currently holds a retainer of $16,841, which is the remainder of the $25,000 retainer remaining after Merrick Baker offset the $3,434 filing fees for these cases, and Merrick Baker's prepetition fees incurred prior to the commencement of the case of $4,725. Victor F. Weber, associate of Merrick Baker, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Merrick Baker can be reached at: Victor F. Weber, Esq. Bruce E. Strauss, Esq. MERRICK, BAKER & STRAUSS, P.C. 1044 Main Street - Suite 500 Kansas City, MO 6410 Tel: (816) 221-8855 Fax: (816) 221-7886 E-mail: victor@mbslaw.psemail.com About 8760 Service Group Founded in 2010, 8760 Service Group -- https://www.8760sg.com/ -- provides maintenance, outage, and emergency repair services for the power, manufacturing and bio-fuel industries. Pelham Property, LLC and its affiliate 8760 Service Group, LLC d/b/a 8760 Energy Services, LLC, filed Chapter 11 petitions (Bankr. W.D. Mo. Case Nos. 17-20453 and 17-20454, respectively) on May 1, 2017. The petitions were signed by Stacey "Buck" Barnes, president. The cases are assigned to Judge Dennis R. Dow. At the time of filing, debtor Pelham Property estimated less than $50,000 in assets and $1 million to $10 million in liabilities, while debtor 8760 Service Group estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Victor F. Weber, Esq. at Merrick, Baker & Strauss, P.C. ADVANCED SOLIDS: Sale of Furniture on Consignment Approved ---------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's consignment sale by H. Lancaster Co. of residential furniture from multiple rental properties the Debtor owns in New Mexico for their minimum prices. The sale is free and clear of all liens, claims and encumbrances. The time period for H. Lancaster to sell the items pursuant to the terms of the The Order Granting Authority to Sell Personal Property Free and Clear of All Liens, Claims and Encumbrances pursuant to the Consignment Agreement with H. Lancaster Co. was entered on Feb. 6, 2017. The Debtor has no liens against the furniture, and is authorized to use the net sales proceeds to assist it with its reorganization efforts and the payment of creditors of the Estate. A copy of the list of furniture to be sold and their minimum prices attached to the Order is available for free at: http://bankrupt.com/misc/Advanced_Solids_99_Order.pdf About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. AFFINION GROUP: S&P Raises CCR to 'CCC+' on Debt Exchange --------------------------------------------------------- S&P Global Ratings, on May 12, 2017, raised its corporate credit rating on Affinion Group Holdings Inc. to 'CCC+' from 'SD' (selective default). The rating outlook is negative. Affinion recently completed its offer to exchange certain unsecured debt (old debt) for a new senior cash 12.5%/payment-in-kind (PIK) step-up to 15.5% note issued by its wholly owned subsidiary Affinion Group Inc. and 28% of diluted equity. At the same time, S&P is assigning its 'CCC+' issue-level rating and '3' recovery rating to Affinion Group Inc.'s new senior secured credit facility, comprising a $110 million revolving credit facility and a $1.34 billion term loan. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%: rounded estimate: 55%) of principal in the event of a payment default. S&P also assigned its 'CCC-' issue-level rating and '6' recovery rating to Affinion Group Inc.'s new $532.6 million payment-in-kind (PIK) step up notes. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default. S&P also withdrew its issue-level and recovery ratings on the company's 7.875% senior unsecured notes, which were fully repaid following the exchange; and its senior secured first lien $80 million revolver, term loan, senior secured second lien term loan, and senior secured international notes, which were refinanced with the new credit facilities. S&P expects the remaining 13.5% senior subordinated notes, and 13.75%/14.5% senior unsecured payment-in-kind (PIK) toggle notes to be exchanged for additional new PIK step-up notes over the next 60 to 90 days. S&P has raised the issue-level ratings on these notes to 'CCC-' from 'D'. The recovery rating on these notes remains unchanged at '6'. The upgrade follows Affinion's completion of its recent exchange offer on certain senior unsecured notes, which S&P viewed as a distressed exchange, and refinancing of its senior secured credit facilities. The 'CCC+' corporate credit rating reflects the company's high pro forma adjusted leverage of over 9.5x and S&P's view that, absent a meaningful improvement in operating performance, the company's capital structure is unsustainable. The negative rating outlook indicates S&P's view that Affinion's capital structure is unsustainable because the company depends on favorable business and economic conditions to grow and manage its high debt leverage. Although the restructuring alleviates its near-term debt maturity risks, the company faces the prospect of increased leverage due to the PIK feature under the new notes. S&P could lower the corporate credit rating if it believes the company's cash flows deteriorate such that S&P believes a default or a distressed exchange is likely within the next 12 months. An upgrade is unlikely over the next 12 months. S&P could revise the outlook to stable if the company successfully grows its core business and meaningfully reduces its leverage. AIMIA INC: S&P Lowers CCR to 'BB+' on Non-Renewal Plans ------------------------------------------------------- S&P Global Ratings said it lowered its long-term corporate credit rating on Montreal-based marketing and loyalty analytics provider Aimia Inc. to 'BB+' from 'BBB-'. S&P Global Ratings also lowered its global scale rating to 'B+' from 'BB' and its Canada scale rating to 'P-4(High)' from 'P-3' on the company's preferred shares. S&P's 'BBB-' issue-level rating on the secured debt is unchanged (one notch above the corporate credit rating). S&P assigned a '2' recovery rating to the debt, indicating its expectation of substantial (70%-90%, rounded estimate 80%) recovery in a default scenario. As of March 31, 2017, there was about C$450 million of secured debt outstanding. Finally, S&P Global Ratings placed all of its ratings on Aimia on CreditWatch with negative implications. "These rating actions follow Air Canada's announcement that the company will not renew its contract with Aimia when it expires on June 30, 2020, "said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos. The Aeroplan program drives a significant portion of Aimia's EBITDA and cash flow, and S&P believes the announcement increases the risk that gross billings will decline and redemptions increase through 2020. S&P believes this structural change could materially weaken the company's medium-term cash flow and growth, and raise significant uncertainty about the company's long-term outlook for sustained growth and profitability, factors that do not support an investment-grade rating, in S&P's opinion. The CreditWatch listing reflects the risk that S&P could lower its ratings on Aimia by one or more notches. S&P expects to resolve the CreditWatch placement within the next couple of months following S&P's review of Aimia's plans to manage potentially rising reward redemptions; mitigate potentially lower attractiveness of the Aeroplan program to its members; and, more important, demonstrate sufficient liquidity, financial flexibility, and capital market access to support Aimia's debt obligations and address investments required to transition the business. ALLEN CONSTRUCTION: Hires Thornberry as Attorney ------------------------------------------------ Allen Construction International, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Thornberry & Associates, LLC as attorney for the Debtor. The Debtor requires Thornberry to: a. advise the Debtor regarding its rights; b. advise and assist the Debtor with respect to financial agreements and litigation; c. review and advise the Debtor regarding the pending litigation matters; d. advise the Debtor as to actions to collect and recover property for the benefit of the debtor's estate; e. prepare on behalf of the debtor the necessary applications, motions, complaints, answers, pleadings, orders, reports, notices, schedules, and other documents, as well as reviewing all Civil litigation files; f. counsel the Debtor in connection with all aspects of litigation; and g. perform all other legal services for the debtor which may be necessary in the civil cased. Thornberry will be paid at these hourly rates: Thomas Thornberry $300 Support Staff $90 Thomas Thornberry, Esq., sole member of Thornberry & Associates, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Thornberry may be reached at: Thomas Thornberry, Esq. Thornberry & Associates, LLC 972 E Broadway Stratford, CT 06615 Phone: (203) 380-8189 Fax: (203) 212-3939 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. ALLIED CONSOLIDATED: Discloses Additional Sources of Plan Payments ------------------------------------------------------------------ Allied Consolidated Industries, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Ohio its latest disclosure statement, which explains the company's proposed plan to exit Chapter 11 protection. The company disclosed in the court filing additional sources of funds for its Chapter 11 plan of reorganization, which include income from the operations of Allied Industrial Scrap, Inc. and Allied-Gator, Inc. According to ACI, the official appointed to manage the creditor trust will oversee the operations until all claims in Classes 1 to 5, the allowed Class 6 claim of Michael Ramun, and those not classified under the plan are paid in full. The company also cited as sources of funds its manufacturing facility in Youngstown, Ohio; scrap inventory and equipment; and approximately 300 acres of industrial estate. A copy of the second amended disclosure statement is available for free at: https://is.gd/tZ3azu About Allied Consolidated Industries Co-founded on March 7, 1973, by current president, John R. Ramun, and his father, Michael Ramun, Allied Erecting and Dismantling, Inc., provided industrial dismantling of decommissioned industrial facilities. In 1985, Allied Industrial Scrap, Inc., Allied Industrial Equipment, Inc., Allied Industrial Development Corporation, and Allied Industrial Contracting, Inc., came into being. The Allied companies' complex at 1999 Poland Avenue, Youngstown, Ohio includes a 25,000 square foot office building and a new 218,000 square foot machine shop, office, and training facility. Allied Consolidated Industries, Inc. is the parent company. President John R. Ramun is a 75% shareholder and his brother, Michael D. Ramun, is a 25% shareholder. Allied Consolidated Industries, Allied Erecting and Dismantling, Allied Gator, Inc., and Allied Industrial Scrap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 16-40675) on April 13, 2016. The petitions were signed by John R. Ramun, president. The Court approved the retention of Suhar & Macejko, LLC, as Counsel for the Debtors on May 12, 2016. The Court entered an agreed order approving the retention of Inglewood Associates, LLC as turnaround managers on May 13, 2016. The Court approved the retention of Eckert Seamans Cherin & Mellott, LLC, as special counsel on July 18, 2016. The Debtors have sought approval to employ Landmark Real Estate Services, LLC, as the non-exclusive real estate broker in Connection with the listing for sale of 240 acres of properties for a listing period through June 30, 2017. On May 16, 2016, the United States Trustee filed a notice of appointment of an Official Committee of Unsecured Creditors. On June 30, 2016, the bankruptcy court granted the committee's application to retain counsel. On July 11, 2016, the bankruptcy court entered an order granting substantive consolidation of the estates of the debtor companies. AMAG PHARMACEUTICAL: Moody's Hikes Senior Unsecured Notes to Ba3 ---------------------------------------------------------------- Moody's Investors Service upgraded the rating on AMAG Pharmaceutical Inc.'s senior unsecured notes to Ba3 from B3. At the same time, Moody's affirmed the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the SGL-1 Speculative Grade Liquidity Rating. The outlook remains stable. Ratings upgraded: $500 million senior unsecured notes due 2023 to Ba3 (LGD2) from B3 (LGD4) Ratings affirmed: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD Speculative Grade Liquidity Rating, at SGL-1 The outlook is stable. The upgrade of the senior unsecured notes reflects changes in AMAG's capital structure that improve the position of unsecured creditors in the loss given default (LGD) waterfall. These changes include the issuance of $300 million of senior unsecured convertible notes due 2022, full repayment of the senior secured term loan due 2021, and partial repayment of the existing 2.5% convertible notes due 2019. The Ba3 rating on AMAG's senior unsecured notes reflects its seniority relative to the convertible notes that arises from guarantees to the senior notes provided by certain subsidiaries. The convertible notes are not guaranteed by any subsidiaries. The net impact of the transactions is deleveraging by approximately 0.5x, which together with interest cost savings is credit positive. However, the ratings remain constrained by the potential for a significant decline in Makena sales if AMAG faces a delay in introducing its new version of Makena prior to generic competition that could ensue in February 2018. RATINGS RATIONALE The B2 rating reflects AMAG's small size within the pharmaceutical industry and its high revenue concentration in Makena. The rating is also constrained by the risk of substantial market share erosion in Makena if generic competition enters following the expiration of Orphan Drug Exclusivity in February 2018. The rating is supported by AMAG's high profit margins and low capital requirements which result in very strong cash flow. Moody's expects that Makena will continue to grow rapidly in absence of generic competition, driven by increased FDA oversight and scrutiny of compounding pharmacies that distribute competing products. The company's life cycle management program involves the goal of launching a sub-cutaneous version of Makena, potentially by year-end 2017. AMAG is also working on life cycle management of its iron deficiency anemia drug Feraheme, potentially expanding the market size beyond those patients with chronic kidney disease. Recent product acquisitions include bremelanotide and Intrarosa, both in the women's health category. Moody's believes that AMAG will continue to be acquisitive. While over time acquisitions will improve business diversity, the company's acquisitive strategy raises execution and integration risk. Incorporating acquisitions, Moody's anticipate that AMAG's debt/EBITDA will remain in the 4.0 to 5.0 times range. The stable rating outlook reflects Moody's expectation that AMAG will continue solid financial performance in 2017 and that its lifecycle management programs will not face any material setbacks. The ratings could be upgraded if AMAG successfully commercializes a new version of Makena and sees strong uptake in the product. Other factors that would contribute to positive rating pressure include improving revenue diversity through new product introductions, continuation of good cash flow, and debt/EBITDA sustained below 4.0x. Conversely, the ratings could be downgraded if AMAG is unsuccessful in the life cycle management effort and Makena faces significant revenue erosion. In particular, a downgrade could occur if debt/EBITDA is sustained above 5.0x. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Headquartered in Waltham, Massachusetts, AMAG Pharmaceuticals, Inc. ("AMAG") is a specialty pharmaceuticals company with a focus primarily in maternal health and the treatment of anemia. Revenue for the twelve months ended March 31, 2017 were $562 million. APOLLO MEDICAL: May Issue 2.5M Common Shares Under Incentive Plans ------------------------------------------------------------------ Apollo Medical Holdings, Inc., filed a Form S-8 registration statement with the Securities and Exchange Commission to register 2,497,500 shares of common stock issuable under the Company's 2010 Equity Incentive Plan and 2015 Equity Incentive Plan. The proposed maximum aggregate offering price is $24.53 million. A full-text copy of the prospectus is available for free at: https://is.gd/k0SeVQ About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc. (OTCMKTS:AMEH) -- http://www.apollomed.net/-- provides hospitalist services in the Greater Los Angeles, California area. Apollo Medical reported a net loss of $9.34 million on $44.0 million of net revenues for the year ended March 31, 2016, compared with a net loss of $1.80 million on $33.0 million of net revenues for the year ended March 31, 2015. As of Dec. 31, 2016, Apollo had $16.78 million in total assets, $11.08 million in total liabilities and $5.69 million in total stockholders' equity. ARABELLA EXPLORATION: Whitaker Chalk Represents Former Acting CFO ----------------------------------------------------------------- Whitaker Chalk Swindle & Schwartz, PLLC, filed on May 12, 2017, a verified statement pursuant to Bankruptcy Rule 2019, saying that William B. Heyn, who formerly served as acting chief financial officer of Arabella Exploration, LLC, engaged the Firm to file proofs of claim for himself individually and on behalf of three of his business entities, DBTEX Management, LLC, Dragon Blue, Incorporated and BZB Investments, Inc. However, Mr. Heyn and the Heyn Entities are not a group other than the fact that all of the Heyn Entities are controlled and managed by Mr. Heyn. For purposes of the Debtor's bankruptcy, any notices to Mr. Heyn or the Heyn Entities may be directed to their counsel, Robert A. Simon, Whitaker Chalk Swindle & Schwartz, PLLC. The claims of Mr. Heyn and the Heyn Entities are each general unsecured claims against Debtor. The respective proof of claim numbers are: a. William B. Heyn -- $159,274.47, Proof of Claim No. 10 b. BZB Investments, Inc. -- $319,164.25, Proof of Claim No. 11 c. Dragon Blue, Incorporated -- $304,665.60, Proof of Claim No. 12 d. DBTEX Management, LLC -- $192,374.48, Proof of Claim No. 13 About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. No trustee, examiner or committee has been appointed in the case. On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479). The case is being jointly administered with that of Arabella Exploration. ATIF INC: Creditors' Panel Hires Messana as Attorneys ----------------------------------------------------- The Official Committee of Unsecured Creditors of ATIF, Inc. seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to retain Messana, P.A. as attorneys to the committee, nunc pro tunc to April 18, 2017. The Committee requires Messana PA to: (a) advise the Committee with respect to its rights, duties and powers in this bankruptcy case; (b) assist and advise the Committee in its consultations with the Debtor relating to the administration of this bankruptcy case; (c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; (d) assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor, and of the operation of the Debtor's business; (e) assist the Committee in its analysis of, and negotiations with the Debtor or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, and the terms of a plan of reorganization for the Debtor; (f) assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this bankruptcy case; (g) represent the Committee at all hearings and other proceedings; (h) review, analyze, and advise the Committee with respect to all applications, orders, statements of operations and schedules filed with the Court; (i) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (j) communicate with the Office of the United States Trustee and other constituencies regarding the bankruptcy case; and (k) perform such other services as may be required and are 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. Messana PA will be paid at these hourly rates: Thomas M. Messana $575 Brett D. Lieberman $375 Partner $375-$575 Associates $275 Paralegals $175-$195 Messana PA will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas M. Messana, partner of Messana PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Messana PA can be reached at: Thomas M. Messana, Esq. Brett D. Lieberman, Esq. MESSANA, P.A. 401 East Las Olas Blvd, Suite 1400 Ft. Lauderdale, FL 33301 Tel: (954) 712-7400 Fax: (954) 712-7401 About ATIF Inc. ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. The petition was signed by Gerard A. McHale, chief executive officer. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns LLP serves as the Debtor's legal counsel. ATLANTICA YIELD: S&P Raises Corp. Credit Rating to 'BB-' -------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Atlantica Yield PLC to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P Global Ratings raised its ratings on the company's senior secured debt to 'BB+' from 'BB'; the recovery rating on this debt is unchanged at '1', indicating expectations for very high (90%-100%; rounded estimate: 95%) recovery for investors in a default scenario. In addition, S&P Global Ratings raised its ratings on Atlantica's senior unsecured debt to 'BB-' from 'B+'. The recovery rating on this debt is also unchanged, at '3', indicating expectations for meaningful (50%-70% range; rounded estimate: 65%) recovery in a default scenario. "The upgrade reflects our financial risk profile assessment revision on Atlantica to aggressive from highly leveraged," said S&P Global Ratings credit analyst Tatenda Chirusa. With the restructuring at Abengoa S.A., its 41.5% owner, and the securing of the majority of the pending waiver, S&P believes the risk of cash being trapped at its projects and the company not meeting S&P's base-case projections has fallen. S&P believes Atlantica will have access to the majority of the distributions at the assets and S&P is forecasting higher distributions than usual in 2017 and 2018 due to the release of cash that was previously trapped at Mojave and Solana. In S&P's base-case scenario, it expects 3.0x-3.5x debt to EBITDA and funds from operations (FFO)-to-debt of 25%-30%, mainly following stable distributions from the majority of assets. Although these metrics would correspond to a significant financial risk profile assessment, S&P's assessment of an aggressive financial risk profile for Atlantica also reflects the company's below-average funding and capital structure. Specifically, despite the legal limits of Abengoa's influence, there are credit risks due to its affiliation--namely, market perception--which S&P believes could hurt its ability to raise capital, a fundamental part of operating a yieldco. Although Atlantica has received waivers and forbearances, the cross-default language in the project finance loans could hurt the company's credit quality. This is particularly important given the challenging market conditions yieldcos have faced over the past two years and considering Atlantica has debt coming due in 2018 and 2019. S&P acknowledges that the market for yieldcos has somewhat improved over that time and the company refinanced the $294 million of its revolver tranche B that was coming due in December 2017. Atlantica has received additional waivers on some of its main assets that were yet to receive waivers. S&P believes Abengoa's restructuring reduces the chances of its potential bankruptcy, which would have affected Atlantica through the cross-default provisions on some of the assets. Therefore, S&P believes the risk of cash trapped at the projects has fallen. The stable outlook reflects S&P's expectation that Atlantica's portfolio of contracted assets will continue to operate under long-term contracts with investment-grade counterparties and generate fairly predictable cash flows to support holding-company debt obligations. The outlook also reflects S&P's expectation that the company will receive waivers on any pending or future covenant violations and continue to distance itself from sponsor Abengoa. S&P is expecting base-case metrics debt-to-EBITDA 3.0x-3.5x and of FFO-to-debt of 25%-30% during our two-year outlook period. A downgrade could occur if debt-to-EBITDA stays above 4.0x and FFO-to-debt consistently falls below 20% over our two-year outlook period. This could result from a significant reduction in cash flows from the company's projects following a decline in operating performance and asset reliability, higher-than-expected operating costs, unfavorable weather events, or increased leverage at the corporate level. In addition, S&P would consider lowering the rating if any developments at Abengoa that results in covenant violations at Atlantica are not resolved and cured in a reasonable amount of time. S&P would consider upgrading Atlantica if debt-to-EBITDA stays below 3.0x and FFO-to-debt moves materially higher and is sustained above 20%. This could result from increased cash flows from new projects or new acquisitions or deleveraging by paying down the credit facility or low credit facility balances. In addition, S&P would consider raising the rating if Atlantica can completely distance itself from Abengoa via amendment or removal of the cross-default, or change of ownership provisions. AXALTA COATING: Moody's Rates $450MM Senior Secured Term Loan Ba1 ----------------------------------------------------------------- Moody's Investors Service assigns Ba1 ratings to the $450 million incremental senior secured first lien term loans of Axalta Coating Systems Ltd.'s wholly owned subsidiaries -- Axalta Coating Systems Dutch Holding B B.V., and the co-borrower, Axalta Coating Systems U.S. Holdings Inc. The proceeds from the new term loans will be used to finance the acquisition of assets related to Valspar's North American Industrial Wood Coatings business for $420 million and to pay transaction-related expenses. The transaction, which is subject to the closing of the Valspar Corporation and the Sherwin-Williams Company merger as well as customary regulatory approvals, is expected to close mid-year. Valspar is required to divest the assets to satisfy regulators related to the pending acquisition of Valspar by Sherwin-Williams. "The acquisition is a good strategic fit with Axalta's Performance Coatings segment and is consistent with Axalta's competencies, technology and geographic presence," according to Joseph Princiotta, VP, Senior Credit Officer at Moody's. "The acquisition, which does not overly stress the balance sheet, also facilitates diversification away from the auto OEM market and supports growth in Axalta's industrial coatings business." Axalta Coating Systems Dutch Holding B B.V (co-issuer Axalta Coating Systems U.S. Holdings Inc) -- Assignment -- Senior Secured 1st Lien Term Loan B due 2024, Assigned Ba1 (LGD2) RATINGS RATIONALE The acquired wood coatings business had revenues of roughly $225 million in 2016 and is a leading producer of wood coatings to the OEM and aftermarket industrial wood markets, including building products, cabinetry and furniture in North America. As part of the transaction, Axalta will acquire two manufacturing sites as well as R&D assets, branded products, personnel and the underlying intellectual property of Valspar's NA Industrial Wood Coatings business. The transaction will add about a half a turn to Axalta's gross leverage, which was near 4 times (including Moody's adjustments) at year end 2016 but is projected to recover to this level by year end 2017, pro forma for the acquired wood products business. Axalta's Ba3 CFR reflects leading positions in performance and transportation coatings, strong margins overall but especially in the refinish segment, highly competitive technology, geographic diversity, and long and stable customer relationships. The rating also reflects Moody's expectations for further operational improvements, despite the recent and near-term foreign exchange headwinds, that support Axalta's credit profile and the rationale for the CFR, which was upgraded to Ba3 in August of 2016. The upgrade reflected the company's strong margin growth, positive free cash flow, steady debt reduction and metrics improvement over the last few years, Moody's added. Factors constraining the ratings include what is still relatively high leverage (despite the meaningful improvement on this front), significant exposure to the cyclical OEM automotive industry, exposure to raw material price swings, and material Euro and Chinese Yuan exposure. Positive free cash flow has allowed for debt reduction; total debt has been reduced by over $300 million over the last two years to $3,264 million at December 31, 2016. Over this same time period, Axalta has improved its adjusted EBITDA margin by several percentage points to 22.3% at December 31, 2016. Moody's notes Axalta's board approved a $675 million share buyback program in February 2017; the pace at which this program is used could impact the pace of further debt eduction and leverage improvement. The program has no expiration date. Moody's believes that Axalta is likely to experience favorable operating trends over the next several years, assuming a stable macroeconomic environment and new auto builds at a pace consistent with industry consensus of roughly 2-3% global growth. Moody's believes that further sales and profit growth is possible from ongoing productivity improvements and modest volume growth resulting from new contract wins, market share gains, robust investment in R&D and select market penetration into previously underserved markets. Completion of a new manufacturing site in Argentina in 2016 and new manufacturing projects underway in China and India should support additional volume growth, Moody's added. Axalta's liquidity profile is excellent due to the company's undrawn $400 million revolver, cash balances of roughly $535 million, and projected positive free cash flow generation. Moody's does not expect any drawings (aside from L/Cs) on the revolver over the next 12 months, barring additional acquisitions of meaningful scale. The stable outlook reflects Moody's expectation that Axalta will continue to achieve earnings and EBITDA growth going forward, organically and from additional bolt-on acquisitions, and to continue to generate positive free cash flow for further debt reduction. The company is targeting net leverage of 2.5-3.0x (which roughly equates to Moody's adjusted gross leverage of 3.6x-4.1x at current cash balance levels). Moody's could upgrade the ratings if leverage (including Moody's adjustments) were to fall sustainably below 3.5x, retained cash flow to adjusted debt is sustained above 15%, and free cash flow to adjusted debt is sustained at low double-digit rates. A downgrade is unlikely given Moody's current view of the company and its metrics and end markets. However, negative surprises that alter the fundamentals in the auto OEM or refinish markets and result in sustainable leverage approaching 4.5x could cause Moody's to reconsider the appropriateness of the Ba3 rating. The assigned Ba1 rating on the new senior secured term loans, at two notches above the CFR, is not well-positioned in the Ba1 category and would likely drop to one notch above the CFR in the event new secured debt is added to the capital structure, or if total debt fails to trend lower overtime. The incremental term loans of $450 million increase the secured debt in the capital structure to roughly $2.4 billion and notches the ratings on the roughly $1.4 billion in unsecured notes down to B1, which is also not well-positioned at one notch below the CFR and would also likely be downgraded, for the same reasons. The principal methodology used in this rating was Global Chemical Industry Rating Methodology published in December 2013. AXALTA COATING: S&P Affirms 'BB' CCR; Outlook Remains Stable ------------------------------------------------------------ S&P Global Ratings said that it affirmed all issue-level ratings on Philadelphia-based Axalta Coating Systems Dutch Holding B B.V. following the company's $450 million incremental term loan B issuance. The recovery ratings and 'BB' corporate credit rating are unchanged. The outlook remains stable. The affirmed ratings include the 'BBB-' issue-level ratings on the senior secured debt. The recovery rating remains '1', indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The affirmed ratings also include the 'BB-' issue-level ratings on the senior unsecured notes. The recovery rating remains '5', indicating S&P's expectation for modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default. The company plans to use proceeds from the incremental term loan to fund the acquisition of the North American industrial wood business from Valspar Corp. RATINGS LIST Axalta Coating Systems Dutch Holding B B.V. Corporate credit rating BB/Stable/-- Issue-Level Rating Affirmed; Recovery Rating Unchanged Axalta Coating Systems Dutch Holding B B.V. Senior Secured BBB- Recovery Rating 1 (95%) Senior Unsecured $450 mil incremental term ln B BB- Recovery Rating 5 (20%) B.C.I. FINANCES: Files for Chapter 15 Amid Tax Avoidance Case ------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that BCI Finances PTY Ltd. and three other related companies asked a New York bankruptcy court for Chapter 15 protection, hoping to avoid obstructions in the process of winding down. Liquidator John Sheahan and Ian Russell Lock are asking the bankruptcy court to recognize the companies' wind down proceedings taking place in Australia, where they are seeking more than $120 million in relation to tax avoidance claims against the companies' directors, Law360 relates. About BCI Finances B.C.I. Finances PTY Ltd. is an Australian borrowing and lending entity that operated within a complex group of companies targeted by Australian authorities for 25 years of tax avoidance. B.C.I. Finances Pty Limited (in Liquidation) and three affiliates, Binqld Finances Pty Limited (in Liquidation), E.G.L. Development (Canberra) Pty Limited (in Liquidation), and Ligon 268 Pty Limited (in Liquidation) filed Chapter 15 petitions (Bankr. S.D.N.Y. Lead Case No. 17-11266) on May 9, 2017, to seek recognition of their winding down proceedings in Australia. John Sheahan and Ian Russell Lock, the foreign representatives, signed the Chapter 15 petitions. The Hon. Sean H. Lane presides over the Chapter 15 cases. Robert N. H. Christmas, Esq., and Christopher J. Fong, Esq., at Nixon Peabody LLP, in New York, serve as counsel to the petitioners. BAB METAL: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: BAB Metal Recycling, LLC dba Southwest Metal Recycling 9435 Ronda Lane Houston, TX 77074 Case No.: 17-60038 About the Debtor: Southwest Metal Recycling is a full service metal recycler in southwest Houston. It buys ferrous and non-ferrous metals. The Company specializes in meeting the needs of electricians, plumbers, pipefitters, sheet metal shops, fabricators, machine shops and engineers. Web site: http://www.southwestmetalrecyclinghouston.com/ Chapter 11 Petition Date: May 14, 2017 Court: United States Bankruptcy Court Southern District of Texas (Victoria) Judge: Hon. David R. Jones Debtor's Counsel: Johnie J Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston, TX 77208-1301 Tel: 713-956-5577 Fax: 713-956-5570 E-mail: jjp@walkerandpatterson.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian A. Brand, managing member. The Debtor failed to include a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb17-60038.pdf BAIA LLC: Hearing on Plan Outline Approval Set for June 20 ---------------------------------------------------------- The Hon. David E. Rice of the U.S. Bankruptcy Court for the District of Maryland has scheduled for June 20, 2017, at 11:00 a.m. the hearing to consider the disclosure statement referring to BAIA, LLC and Ridgeville Plaza, Inc.'s Chapter 11 plan dated May 1, 2017. Objections to the Disclosure Statement must be filed by June 7, 2017. About Baia, LLC Baia, LLC, is a limited liability company organized in 2006 with principal place of business located in Carroll County, Maryland. It owns, leases and manages commercial real property located at 1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401 S. Main Street, Mt. Airy, MD 21771. Baia, LLC, filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-26941) on Dec. 30, 2016. The petition was signed by Frank Illiano, president. The case is assigned to Judge David E. Rice. The Debtor is represented by James Greenan, Esq., at McNamee, Hosea, et al. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $10 million to $50 million. BEACH SEAFOOD: Hires Leon A. Williamson, Jr. as Counsel ------------------------------------------------------- Beach Seafood Market, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Law Office of Leon A. Williamson, Jr. PA as counsel for the Debtor. The Debtor requires Williamson to: a. take all action necessary to protect and preserve the estate of the Debtor including the prosecution of actions on its behalf, and objecting to claims filed against the Estate, if appropriate; b. prepare, on behalf of the Debtor, applications, answers, orders, reports and papers, required in connection with the administration of the Estate; c. counsel the Debtor with regard to its rights and obligations as Debtor in Possession; d. prepare and file schedules of assets and liability; e. prepare and file a Plan of Reorganization and Disclosure Statement; and f. perform all other necessary legal services in connection with this Chapter 11 case. Leon A. Williamson, Jr., Esq., Law Office of Leon A. Williamson, Jr. PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, and does not represent any interest adverse to the Debtor and its estates. Williamson can be reached at: Leon A. Williamson, Jr. Law Office of Leon A. Williamson, Jr. PA 306 South Plant Ave., Suite B Tampa, FL 33606 Tel: (813) 253-3109 Fax: (813) 253-3215 E-mail: Leon@LwilliamsonLaw.com About Beach Seafood Market Beach Seafood Market, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-03395) on April 21, 2017. The Law Office of Leon A. Williamson, Jr. PA represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Dennis L. Henderson, president. BEAR FIGUEROA: Hires Giron Law Office as Insolvency Counsel ----------------------------------------------------------- Bear Figueroa LLC seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of Lionel Giron as general insolvency counsel. The Debtor requires Giron Law Office to: (a) advise the Debtor on matters relating to administration of the Estate, and on the Debtor's rights and remedies with regard to the Estate's assets and the claims of secured and unsecured creditors; (b) appear for, prosecute, defend, and represent the Debtor's interest in suits arising in or related to this case, including any adversary proceedings against the applicant; (c) assist in the preparation of such pleadings, applications, schedules, orders, and other documents as are required for the orderly administration of this Estate; and (d) represent Debtor in any adversary proceeding to recover assets of the bankruptcy estate. The law firm will be paid at these hourly rates: Kevin Tang $350 Lionel E. Giron $350 James Drake $350 Alma Perez $125 Claudia Gallegos $125 Counsel $350 Paralegal $125 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Tang, associate of Giron Law Office, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Giron Law Office can be reached at: Kevin Tang, Esq. LAW OFFICES OF LIONEL E. GIRON 337 N. Vineyard Ave., Suite 100 Ontario, CA 91764 Tel: (909) 397-7260 Fax: (909) 397-7277 E-mail: notices@lglawoffice.com About Bear Figueroa Headquartered in Culver City, California, Bear Figueroa LLC owns a property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003, valued at $2.9 million. For 2016, the Debtor recorded gross revenue of $265,000 compared to gross revenue of $250,000 during the prior year. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 17-14249) on April 6, 2017, listing $2.9 million in total assets and $1.93 million in total liabilities. The petition was signed by Denise Johnson, managing member. Judge Vincent P. Zurzolo presides over the case. Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed by the United States Trustee. BLANKENSHIP FARMS: Trustee Selling Assets Thru Alexander Auction ---------------------------------------------------------------- Marianna Williams, the Chapter 11 Trustee of Blankenship Farms LP, asks from the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the public auction of real and personal property of the estate free and clear of all interests, liens, claims and encumbrances. Since her appointment, the Trustee has proceeded to investigate the business, assets, and operations of the Debtor. The Debtor's previous business operations consisted primarily of a row crop and cattle farming operation. However, since the filing of the petition, due to lack of funding, loss of equipment and other assets pursuant to Orders of the Court, there is no current farming operation. In the filing of the Motion, the Trustee asks an Order of the Court authorizing her to sell the real and personal property of the Estate, other than in the ordinary course of business, free and clear of liens, claims and encumbrances via Public Sale. Included in the Assets to be sold via public sale are tracts of real property and personal property consisting of equipment and motor vehicles. Farm Credit Mid-America, FLCA, is the holder of asserted liens on much of the Real Property and Personal Property of the Debtor. Pursuant to an order entered by the Court on April 20, 2017, the Court partially granted Farm Credit's motion to lift the automatic stay imposed as to Personal Property subject to its lien and continued the matter regarding lifting of the automatic stay as to Real Property on which Farm Credit asserts a lien to be heard in connection with the Sale Motion. The Johnson Farm listed is currently subject to a pending motion filed in the case on Feb. 3, 2017, by secured creditors Karen Gulledge, Mack Evans Johnson, Nathan Daryl Johnson and Joe Lee Johnson, seeking termination of the Automatic Stay as to the Johnson Farm. In order to fulfill her fiduciary obligation to creditors, the Trustee proposes that the Public Sale of Real Property and Personal Property owned by the Debtor be sold at auction to the highest bidder. Two tracts of the Real Property, consisting of the Belton Farm and Keymon Farm are owned as tenants-in-common between the Debtor, owing 1/2 interest, and Jeremy Pearcy and wife, Holly Pearcy owing 1/2 undivided interest. The Pearcys have consented to the sale of their 1/2 undivided interests in the Belton Farm and the Keymon Farm. A copy of the list of Assets to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Blankenship_Farms_226_Sales.pdf The Trustee proposes that Marvin E. Alexander of Alexander Auction & Real Estate Sales conduct the public auction with the assistance of Alan Evans of Evans Real Estate. The Trustee has filed a Motion to Appoint the Auction Company simultaneously with the Motion. To ensure that the Debtor's Bankruptcy Estate realizes maximum value from the sale of the Assets, the Trustee asserts that the Public Sale must be in the form of a public auction. The Public Sale is supported by ample business justification and is reasonable and appropriate under the circumstances of the case. The proposed auction is designed to foster an open, competitive and fair sale process, while maximizing the value the Trustee hopes to obtain for the Assets. The Auction Company will be responsible for advertising the Public Sale through its normal marketing process, by publication and electronic means throughout Middle and West Tennessee and the Mid-South. The auction will be conducted at the date and time advertised for the Public Sale. All bidding for the Assets will be concluded at the Public Sale. All bidders at the Public Sale will be deemed to have consented to the jurisdiction of the Court and to have waived any right to jury trial in connection with any disputes related to the Public Sale, the sale of Assets and the construction and enforcement of any bids submitted during the auction process. The Auction Company proposes to charge a Buyer's Premium of 10% on each parcel of Real Property and item of Personal Property sold at the Public Sale as compensation for its services along with reimbursement of expenses as agreed with the Trustee and approved by the Court. Upon completion of the Public Sale, the Trustee proposes to pay the costs of the sale and expenses of the Auction Company in accordance with an order to be entered by the Court. In addition, the Trustee proposes to distribute the net proceeds of sale from the Assets to creditors that have an undisputed secured interest in the Real Property or Personal Property, in order of priority, as of the date of closing. Any co-owner will be paid the co-owner's interest in the property at closing or as soon as practicable thereafter, to the extent there are net proceeds after satisfaction of any secured lien on the Real Property sold. With regard to the parcels of Real Property sold, the Winning Bidder will be required to submit to the Trustee on the day of sale a deposit consisting of 10% of the winning bid. If for any reason the Winning Bidder fails to consummate the sale of the parcel of Real Property, the offer of the second highest or best bid (subject to the same reservations) will be automatically deemed as submitted the highest and best bid and the Trustee is authorized to effect the sale of the parcel of Real Property to such offer without further Order from the Court. If such failure to consummate the purchase of a parcel of Real Property is the fault of the Winning Bidder, the Winning Bidder's deposit will be forfeited to the Trustee, and the Trustee specifically reserves the right to seek all available damages from the defaulting bidder. The Auction Company has indicated that the timing of the sale of the Real Property is critical to maximize its value. In addition, it appears that the insurance on some of the items of Personal Property may have lapsed. As such it is necessary to expedite the hearing on the Sale Motion in order to proceed with the Public Sale at the earliest possible date convenient to the Court. Accordingly, the Trustee asks that hearing be held expeditiously for the Court to enter an Order authorizing and scheduling the Public Sale that is 30 days following the entry of the Order authorizing and approving the Public Sale and bid procedures. The Trustee proposes to sell the Assets and submits that an orderly auction of such assets is the best way to maximize the value of the Assets for the benefit of creditors and all parties-in-interest. Accordingly, the Trustee asks the Court to approve the relief sought and related relief. About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of Debtor. The case is assigned to Judge Jimmy L. Croom. Robert Campbell Hillyer, Esq., at Butler Snow LLP, serves as counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC, serves as farm equipment appraiser, and Brasher Accounting is the accountant. Marianna Williams was appointed as Trustee in the case on March 9, 2017. The trustee hired Baker Donelson Bearman Caldwell & Berkowitz, PC, as legal counsel. BON-TON STORES: Fails to Comply with Nasdaq Listing Requirements ---------------------------------------------------------------- The Bon-Ton Stores, Inc., received two staff deficiency letters from The Nasdaq Stock Market on May 1, 2017. One letter notified the Company that for the past 30 consecutive business days prior to the date of the letter, the market value of "publicly held" shares of the Company was less than $15 million, which does not meet the requirement for continued listing on The Nasdaq Global Select Market, as required by Nasdaq Listing Rule 5450(b)(3)(C). The other letter notified the Company that for the past 30 consecutive business days prior to the date of the letter, the closing bid price for the Company's common stock was below $1 per share, which does not meet the requirement for continued listing on The Nasdaq Global Select Market, as required by Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rules 5810(c)(3)(D) and 5810(c)(3)(A), Nasdaq has provided the Company with 180 calendar days, or until Oct. 30, 2017, to regain compliance with the MVPHS Rule and the Minimum Bid Price Rule, respectively. To regain compliance with the MVPHS Rule, the market value of the Company's publicly held shares must meet or exceed $15 million for a minimum of ten consecutive business days during the 180-day grace period. To regain compliance with the Minimum Bid Price Rule, the closing bid price for the Company's common stock must be at least $1 for a minimum of ten consecutive business days during the 180-day grace period. The Company is presently evaluating possible courses of action to regain compliance with the Minimum Bid Price Rule and the MVPHS Rule. If the Company does not regain compliance with both rules by Oct. 30, 2017, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq will provide written notice that the Company's common stock is subject to delisting from The Nasdaq Global Select Market. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel. If the Company regains compliance with both rules by Oct. 30, 2017, Nasdaq will provide written confirmation to the Company and close the matter. However, there can be no assurance that the Company will be able to regain compliance or that the Company will be able to maintain its Nasdaq listing. The notification has no immediate effect on the Company's listing on the Nasdaq Global Select Market or on the trading of the Company's common stock. About The Bon-Ton Stores, Inc. The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 263 stores, which includes nine furniture galleries and four clearance centers, in 25 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc. is an active and positive participant in the communities it serves. For further information, please visit http://investors.bonton.com. Bon-Ton Stores reported a net loss of $63.41 million on $2.60 billion of net sales for the fiscal year ended Jan. 28, 2017, compared to a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016. As of Jan. 28, 2017, Bon-Ton Stores had $1.50 billion in total assets, $1.52 billion in total liabilities and a total shareholders' deficit of $22.78 million. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores's Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'CCC'. The outlook remains negative. "The upgrade reflects our view of Bon-Ton's somewhat improved liquidity after refinancing its A-1 ABL term loan tranche with an extended maturity to March 2021 and enhanced liquidity from the additional $50 million in borrowing capacity to address upcoming debt maturity in 2017. CAESARS ENTERTAINMENT: NJ Casino Commission Rules on Restructuring ------------------------------------------------------------------ Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc. ("CEOC") on May 11, 2017, disclosed that the New Jersey Casino Control Commission ("Commission") ruled on matters related to the restructuring of CEOC. These rulings are important milestones in the ongoing efforts to complete CEOC's restructuring. The Commission ruled that the entities that will own the real property assets of Caesars Atlantic City and Bally's Park Place will be licensed as casino service industry enterprise licensees in connection with serving as landlords under a Lease Agreement. The Commission also approved the Lease Agreement between these entities and Caesars Atlantic City and Bally's Park Place. Further approvals of matters required to complete the restructuring and the merger of Caesars Entertainment and Caesars Acquisition Company are pending before the New Jersey Division of Gaming Enforcement and the Commission. Caesars Entertainment anticipates these rulings to be forthcoming by early third quarter of 2017. Caesars Entertainment and Caesars Acquisition Company continue to engage with their respective regulators in jurisdictions where approvals are required for the merger and other aspects of CEOC's restructuring. In addition to regulatory approvals, the merger is subject to approval by stockholders of both companies and other customary closing conditions, and CEOC's restructuring is subject to the completion of the merger, certain financing activities, continuing oversight by the United States Bankruptcy Court, and other customary closing conditions. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed an official committee of second priority noteholders and an official unsecured creditors' committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. The examiner retained Winston & Strawn LLP, as his counsel; Alvarez & Marsal Global Forensic and Dispute Services, LLC, as financial advisor; and Luskin, Stern & Eisler LLP, as special conflicts counsel. * * * On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern District of Illinois confirmed the Third Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc. and its affiliated debtors. CAPSTONE PEDIATRICS: Latest Plan to Pay Unsecureds in 8 Years ------------------------------------------------------------- General unsecured creditors of Capstone Pediatrics, PLLC will be paid in full over a period of eight years, according to the company's latest Chapter 11 plan of reorganization. The original plan proposed to pay general unsecured creditors in full over 15 years. According to the latest plan, beginning on the first business day of the first year following the effective date of the plan, and on the first day of each month thereafter, Capstone will make equal monthly amortized payments of principal and interest sufficient to pay allowed Class 7 general unsecured claims in full over a period of eight years. The principal balance of Class 7 claims will bear interest from the effective date at a rate of 3.5% per annum, according to Capstone's latest disclosure statement filed on May 2 with the U.S. Bankruptcy Court for the Middle District of Tennessee. A copy of the first amended disclosure statement is available for free at https://is.gd/tXvAcv About Capstone Pediatrics Capstone Pediatrics, PLLC, aka Centennial Pediatrics, is a physician-owned pediatric practice headquartered in Nashville, Tennessee. The Company was formerly known as Centennial Pediatrics. It was acquired by Dr. Gary Griffieth and his sister, Winnie Toler, in late 2013 from Dr. Edward Hamilton, who was convicted on a misdemeanor fraud. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-09031) on Dec. 18, 2015. The Debtor estimated its assets at $1 million to $10 million and liabilities at $10 million to $50 million. The petition was signed by Gary G. Griffieth, chief executive officer. Judge Randal S Mashburn presides over the case. Griffin S Dunham, Esq., at Emerge Law PLC serves as the Debtor's bankruptcy counsel. The Debtor hired Legacy Strategy Group as its consultant. On Feb. 20, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CASINO REINVESTMENT: S&P Affirms BB on 2005 Parking Fee Bonds ------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative on Casino Reinvestment Development Authority (CRDA), N.J., series 2005A (tax-exempt) and 2005B (taxable) parking fee revenue bonds. At the same time, S&P Global Ratings affirmed its 'BB' rating on the bonds. "We base the outlook revision on our view of stabilizing debt service coverage in 2016," said S&P Global Ratings credit analyst David Hitchcock. The bonds are secured by $2.50 out of a $3.00 statutory parking fee collected at 12 casinos in Atlantic City, of which seven remain open, as well as a $1.00 casino contractual fee collected at 11 of the original 12 casinos. The rating reflects what S&P views as these credit weaknesses: -- Pledged revenue is generated primarily from a narrow base of a limited number of parking lots connected to certain casino hotels, which is subject to potential volatility due to the discretionary nature of visitor traffic; -- Previous declines in pledged revenue following closure of four of 12 casino hotels in 2014, and potential revenue decline in 2017 because of the Trump Taj Mahal closure in October 2016 that could push debt service coverage slightly below 1x. However, S&P expects the Taj Mahal to reopen under new ownership as a Hard Rock Cafe hotel casino in the summer of 2018, at which time there could be revenue gains; -- Increased competition from casino openings in neighboring states, especially Pennsylvania, which has weakened Atlantic City casinos gross revenue performance and made the city less attractive as a gaming destination; and -- The fixed rate nature of the pledged parking fees and other pledged taxes, which the authority cannot raise. These weaknesses are somewhat offset, in S&P's opinion, by: -- Stabilized debt service coverage at currently sufficient 1.11x maximum annual debt service (MADS) in 2016, following similar 1.13x coverage in 2015, as the result of only a 2% decline in pledged revenue in 2016. This represents relative stabilization following a 12% drop in pledged revenue in 2015 and a 22% drop in 2014. Although S&P believes debt service coverage is vulnerable to falling below 1x in 2017 due to the Trump Taj Mahal closure, this is balanced against potential improvement in coverage when the Hard Rock Cafe opens; -- A fully funded debt service reserve that could cushion potential declines to below 1x annual debt service coverage, and a short and eight-year final maturity; and -- Efforts by the state, local government agencies, and the CRDA to diversify Atlantic City's economy and stabilize the revenue base. Several new developments have occurred in the past year. In addition to the Trump Taj Mahal closure (and planned reopening as a Hard Rock Cafe casino), Showboat casino, which closed in 2014, resumed operations in summer 2016 as a non-casino hotel. As well, a state referendum in November 2016 rejected expansion of casino gaming to northern New Jersey, which posed the threat of new competition. The stable outlook reflects debt service coverage that has stabilized at an adequate level in 2016, a fully funded debt service reserve, and the already speculative-grade rating level, although S&P believes it is possible coverage could dip below 1x in 2017 following the Trump Taj Mahal closure, in advance of a potential rebound in pledged revenue when the facility reopens as a Hard Rock Cafe casino hotel. Should it appear that pledged revenues will dip substantially below 1x annual debt service coverage for a sustained period that could exhaust the debt service reserve during the remaining eight-year maturity, S&P could take negative rating action. S&P could also take negative rating action should another casino that contributes pledged revenue close. If debt service coverage materially improves, S&P could take positive ration action during our two-year outlook horizon. CENTRAL GROCERS: Has Court's Nod to Use Cash Collateral ------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware has issued an emergency bridge order granting Central Grocers, Inc. and its debtor affiliates' request to use, pending a further hearing, cash collateral to, among other things, permit the continuation of their business pending their orderly wind down and sale. As reported by the Troubled Company Reporter on May 12, 2017, the Debtors sought authorization from the Court for immediate use of the cash collateral. The Debtors submit that they have commenced the Chapter 11 cases in order to facilitate a parallel process of selling substantially all of their assets while also closing stores that ultimately have no value and cannot be sold in the sale process, all while preventing further dissipation of assets due to the involuntary Chapter 7 petition filed against Central Grocers. The Debtors believe that a sale of substantially all of their assets would repay substantial amounts to the Debtors' prepetition secured creditors and allow for the continued operation of significant portions of its business as a going concern under new ownership, thereby maximizing value for all parties in interest. About Central Grocers Joliet, Illinois-based Central Grocers, Inc. -- http://www.central-grocers.com/-- is a supplier to independent grocery stores in the Midwestern United States. Formed in 1917, Central Grocers is organized as a retail cooperative (co-op) owned by the independent supermarket retailers that Central supplies. Central Grocers is the seventh largest grocery cooperative in the United States. It supplies over 400 stores in the Chicago area with groceries, produce, fresh meat, service deli items, frozen foods, ice cream and exclusively the Centrella Brand distributor. Sales have grown to $2.0 billion per year over the past 94 years. Central Grocers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4, 2017. Eleven affiliates of the company also filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to 17-11003). The petitions were signed by Donald E. Harer, chief restructuring officer. The cases are assigned to Judge Brendan Linehan Shannon. Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy counsel. The Debtors have also hired Richards, Layton & Finger P.A. as local counsel; Lavelle Law, Ltd., as general corporate counsel; Conway Mackenzie Inc. as financial advisor; and Peter J. Solomon Company as investment banker. At the time of the filing, the Debtors estimated their assets and debts at $100 million to $500 million. CHALFONT ROCK: Hires Nathan Medvidofsky as Appraiser ---------------------------------------------------- Chalfont Rock, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Nathan Medvidofsky of Valuation Appraisals, Inc. as appraiser to the Debtor's two investment properties in Boulder, Colorado which it rents out for residential purposes. The Debtor requires Mr. Medvidofsky to: (a) prepare an appraisal of the properties; (b) prepare for and testify at the confirmation hearing; and (c) review and testify about any appraisal prepared by the secured creditors. The Appraiser requires the Debtor to pay the firm at the time the appraisals are performed. The cost for both appraisals total $1,790. In addition, the Appraiser charges $150 an hour for trial preparation and $195 an hour to testify. Nathan Medvidofsky, owner of Valuation Appraisals, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The Appraiser can be reached at: Nathan Medvidofsky VALUATION APPRAISALS, INC. 9590 W. 14th Avenue Lakewood, CO 80215 Tel: (303) 233-8303 Fax: (303) 233-8220 E-mail: nhm@valuate.net About Chalfont Rock Chalfont Rock, LLC owns two investment properties in Boulder, Colorado, which it rents out for residential purposes. Chalfont sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-12343) on March 16, 2016. The Debtor hired Buechler & Garber, LLC, as its legal counsel. CHARLES WALKER: Trustee's Sale of Nashville Property for $210K -------------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized the private sale of John C. McLemore, Trustee of Charles E. Walker, of the house and lot at 321 Bowwood Drive, Nashville, Tennessee, map and parcel: 119 04 0 143.00, to Andrew Wilson for $210,000. The sale is free and clear of all liens with the liens that may exist attaching to the proceeds of the sale. The 14-day stay of the sale of the property following the entry of the Order set out in FRBP 6004(h) is waived. The Trustee will file a report of sale as required by FRBP 6004(f). Charles E. Walker sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 16-10413) on Feb. 29, 2016. CLIFFS NATURAL: Will Take Legal Action Over 'Inaccurate' Comments ----------------------------------------------------------------- Cliffs Natural Resources Inc. disclosed it has already instructed its outside legal counsel to pursue appropriate legal action against all parties involved in the publication of "inaccurate" and "materially misleading" remarks regarding Lourenco Goncalves' previous share purchases. Cliffs said these comments were intended to manipulate the Company's share price. On May 4, 2017, Barron's Ben Levisohn and Axiom Capital Management's Gordon Johnson reported the open market purchase of 200,000 Cliffs shares made on May 3 by Mr. Goncalves, the Company's chairman, president and CEO. In particular, Cliffs noted, Barron's and Axiom inaccurately reported that Mr. Goncalves' last open market share purchase occurred in March 2015 when, in fact, Mr. Goncalves has made multiple significant open market purchases of Cliffs shares since March 2015, totaling 300,000 shares, including two purchases in May 2015 and one purchase in May 2016. The Company maintained that all of these purchases were reflected in Form 4's filed with the United States Securities and Exchange Commission. "Both Barron's and Axiom would have been well aware of these later trades from publicly available information at the time their comments were made," Cliffs stated in a regulatory filing with the SEC. "Cliffs believes that such materially misleading misstatements are an intentional attempt to manipulate Cliffs' share price to support the "bearish" position Mr. Johnson's firm Axiom has historically taken with respect to Cliffs' stock." 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. COATES INTERNATIONAL: Issues $45K Convertible Note to GS Capital ---------------------------------------------------------------- Coates Internatinal, Ltd. received the net proceeds of a Securities Purchase Agreement and related convertible promissory note, dated May 3, 2017, in the face amount of $45,000 issued to GS Capital Partners, LLC. The Promissory Note matures in May 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 $4,500 in connection with this transaction. The Conversion Price will be equal to 65% multiplied by the Market Price, as defined. The Market Price will be equal to the lowest closing daily Volume Weighted Average Price of the Company's common stock on the OTC Pink Sheets during the 12 trading-day period ending one trading day prior to the date of conversion by the Holder. The number of shares of common stock to be issued upon conversion will 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. These note may be prepaid with a prepayment penalty equal to 15% during the first 60 days, 20% during the next 90 days and 30% during the next 30 days the note is outstanding. The Company has reserved 461,538,333 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 Company believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Company 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. COO COO'S NEST: Latest Plan Discloses New Source of Funding ----------------------------------------------------------- Coo Coo's Nest, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia its latest Chapter 11 plan in which the company disclosed a new source of funding for the plan. The latest plan contemplates the company and Leif Johnson, part owner and operator of Bite Bistro & Bar, entering into a lease arrangement. Under the agreement, Mr. Johnson will lease Coo Coo's Nest's real property in Cumming to create a start-up restaurant and bar business. As part of the deal, the company will be provided up to 50% of the equity interests in any entity formed by the tenant related to the deal in exchange for the tenant's interest in the company. Funding of the plan will be from rent payments under the lease and distributions to Coo Coo's Nest on account of its equity interests in the tenant, according to the company's disclosure statement for its first amended plan filed on May 2. A copy of the disclosure statement is available for free at: https://is.gd/AeHdcu About Coo Coo's Nest Coo Coo's Nest, LLC is a limited liability company with its principal place of business in Cumming, Forsyth County, Georgia. The Debtor owns real property located at 1920 Freedom Parkway, Cumming. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-21483) on July 29, 2016, disclosing under $1 million in both assets and liabilities. Lamberth, Cifelli, Ellis & Nason, P.A. serves as the Debtor's legal counsel. CREDITCORP: S&P Lowers ICR to 'CCC' on Increasing Refinancing Risk ------------------------------------------------------------------ S&P Global Ratings said it lowered its issuer credit rating on Creditcorp to 'CCC' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue rating on Creditcorp's 12% senior notes due July 2018 to 'CCC' from 'B-'. S&P's recovery rating on these notes is '4', reflecting its expectation for average recovery (45%-50%) in a simulated default scenario. "The downgrade reflects what we believe is an increasing likelihood that Creditcorp may default within the next 12 months," said S&P Global Ratings credit analyst Gaurav Parikh. Although S&P recognizes that the company is transitioning toward products that have less regulatory risk, S&P believes these lower-yielding, longer-term loans may not be entirely compatible with the company's existing capital structure. The company had $45 million in cash at year-end 2016, and S&P expects cash earnings of roughly $20 million to $25 million per year in each of the next two years. Considering the regulatory risks Creditcorp and its peers face, S&P believes the company may be challenged to refinance its debt. Thus, it is likely to pursue a distressed debt exchange or repurchase in advance of the maturity. S&P expects leverage to remain about 5.0x and EBITDA coverage to remain below 2.0x for the next 12 months. Based on S&P's leverage calculation, which is adjusted for operating leases, leverage was 4.4x in 2016. In December 2016, the company purchased and retired $2.9 million in principal of the senior secured notes in the open market for $2.3 million, implying a purchase price of 79% of par. In November 2016, Creditcorp's revolver was amended, and the maximum draw was reduced to $15 million from $30 million. The amendment also waived the financial covenants through the second quarter of 2017. Had the covenants not been waived, the company would have breached its maximum net leverage, measured as debt to EBITDA, covenant of 3.25x. Any such default would have triggered cross-default provisions, which would have accelerated the repayment obligations. As of December 2016, the company had nothing drawn on its revolver, which matures in January 2018. Creditcorp's revenue declined 4.6% to $377.3 million in 2016, but adjusted EBITDA dropped 36% to $24.8 million from $38.6 million in 2015. S&P believes the steep drop in EBITDA highlights the risk of the company's repositioning strategy into less profitable products, albeit ones with less regulatory risk. Revenues from store-based payday advances (35% of revenues) declined by 14% to $135 million because of store closures, and automobile title loans (21% of revenues) decreased by 20% to $79.5 million as a result of decreased demand. The decline was mitigated by a 33% increase in store-based unsecured consumer loans and lines of credit to $58 million, which accounts for 15% of revenue. S&P's base-case forecast also assumes that: -- Revenues decline by mid-to-high single digits in 2017 as the company exits less profitable stores and realigns its product offering; -- EBITDA margins remain below average because of higher provisions, repositioning to less profitable products, and increased compliance costs; and -- A decline in originations as consumers may not qualify under tighter underwriting standards. S&P expects that CreditCorp's liquidity sources will exceed uses by more than 1.2x during the next 12 months, based on S&P's expectations of moderate funds from operations and no significant capital expenditures or dividend payments. S&P believes that the company would not be able to sustain low-probability adversities and could have difficulty refinancing its 2018 debt. Additionally, S&P's projections indicate that, if EBITDA were to decline by 10%, the firm would breach its covenants, if restored. Principal liquidity sources: -- Cash on balance sheet of $45 million (as of December 2016) -- S&P's estimate of funds from operations for next two years of $20 million-$25 million Principal liquidity uses: -- Assumed capital expenditures of about $4 million-$7 million -- $162 million of debt maturities over the next 12-18 months -- Net loans originations of about $70 million-$85 million S&P's negative outlook reflects increased refinancing risk related to Creditcorp's secured notes maturing in July 2018 and its deteriorating financial performance. S&P could lower its rating over the next six to 12 months if it expects the company to have difficulty servicing its interest, or if the company undertakes a distressed debt exchange or buys back a sizable portion of its debt at a discount to par. An upgrade is unlikely over the next 12 months. However, S&P could raise the ratings if the company is able to refinance its 2018 notes and sustain EBITDA coverage above 2.0x with a product offering aligned with new Consumer Financial Protection Bureau rules. -- S&P's simulated default scenario contemplates a payment default in 2018 as a result of weak financial performance that impedes the company's ability to generate sufficient cash flows and EBITDA to service its debt. S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 4x to value the company. -- Simulated year of default: 2018 -- EBITDA at emergence: $23.7 million -- EBITDA multiple: 4.0x -- Net enterprise value (after 5% administrative costs): $90.1 million -- Priority claims: $9.3 million -- Collateral value available to secured creditors: $80.7 million -- Senior secured notes: $172 million -- Recovery expectations: 45%-50% Note: All debt amounts include six months of prepetition interest. CSSH INC: To Pay Unsecured Creditors $195 per Month Under Plan -------------------------------------------------------------- CSSH, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a supplement to its plan of reorganization and disclosure statement to resolve objections by the Court, the U.S. Trustee and certain of the creditors. The supplement corrects clerical errors, supplies greater financial information, summarizes that amount necessary to fund the Plan, and provides the Debtor's projection of income and expense. The Debtor provides this additional information: 1. 2016 Fiscal year. The Debtor has filed his 2016 11208 tax return. This return reflects gross annual income of $814,694 or about $67,000 per month in gross sales. The return also reflects a loss for the year of $3500 total. However, after deducting non cash tax deductions the Debtor had earned income of $36,000 or about $3000 per month for tax year 2016; and 2. Post Petition Performance. Post petition the Debtor has filed all required monthly financials. These financials provide this pertinent information: a) gross sales have averaged $57,795 per month or approximately 14% less than on average for 2016 as a whole; and b) net profit has averaged $2897 or almost exactly the same as 2016 as a whole after backing out non cash deductions. This ability to maintain profitability in light of the 14% decrease in gross sales reflects the efforts of the Debtor to cut costs and streamline the successful operation of the restaurant. As a result of negotiation with the State of Michigan Department of Treasury and the Michigan Unemployment Insurance Agency the amounts required to be paid by the Debtor on a monthly basis have changed and now total: IRS $200 State of Michigan priority $868 State of Michigan secured $272 MIAU Priority $162 MIAU Secured $498 Unsecured Creditor $195 ------ $2,195 A copy of the Supplement is available at: http://bankrupt.com/misc/mieb16-32129-85.pdf As reported by the Troubled Company Reporter on April 18, 2017, the Debtor on April 6, filed another version of the disclosure statement explaining its Chapter 11 plan of reorganization proposing to pay the State of Michigan's secured claim in the amount of $41,508.65 with payments of $500 per month to the State until the claim is paid in full. Interest will accrue at the rate of 4.5%. Payments will commence 180 days from confirmation. About CSSH Inc. CSSH, Inc., operates a Mediterranean Restaurant in Flint, Michigan. The restaurant is operated by the corporation's sole shareholder Carmel Halloun. The restaurant, which also does some catering, employs 12 full and part-time employees. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-32129) on Sept. 14, 2016. The case is assigned to Judge Daniel S. Oppermanflint. The Debtor is represented by George E. Jacobs, Esq. DAVE'S AUTOMOTIVE: Hires Darby Law as Counsel --------------------------------------------- Dave's Automotive & Truck Rental, Inc. filed an ex parte application to the U.S. Bankruptcy Court for the District of Nevada, seeking permission to employ Darby Law Practice, Ltd. as counsel, nunc pro tunc to the April 7, 2017 petition date. The Debtor requires Darby Law to: (a) advise the Debtor of its rights, powers and duties as debtors and debtors in possession in the continued operation of business and management of its properties; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtor's estate; (d) attend meetings and negotiations with representatives of creditors, equity holders or prospective investors or acquirers and other parties in interest; (e) appear before the Court, any appellate courts and the Office of the United States Trustee to protect the interests of the Debtor; (f) pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and (g) perform all other necessary legal services in connection with the Chapter 11 case. Darby Law will be reimbursed for reasonable out-of-pocket expenses incurred. Kevin A. Darby, partner of Darby Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Darby Law can be reached at: Kevin A. Darby, Esq. Tricia M. Darby, Esq. DARBY LAW PRACTICE, LTD. 4777 Caughlin Parkway Reno, NV 89519 Tel: (775) 322-1237 Fax: (775) 996-7290 E-mail: kevin@darbylawpractice.com tricia@darbylawpractice.com Dave's Automotive & Truck Rental, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-50410) on April 7, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin A. Darby, Esq. of Darby Law Practice, Ltd. DELIVERY AGENT: Wants Plan Exclusivity Extended to July 12 ---------------------------------------------------------- DA Liquidating Corp., fka Delivery Agent, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend the exclusive periods for filing a plan of reorganization through and including July 12, 2017, and for soliciting acceptances of the plan through and including Aug. 11, 2017. A hearing is set for June 21, 2017, at 10:00 a.m. (ET) to consider the Debtors' request. Objections must be filed by May 25 at 4:00 p.m. (ET). As reported by the Troubled Company Reporter on Jan. 5, 2017, Judge Laurie Selber Silverstein extended the Debtors' exclusivity periods for filing a chapter 11 plan and soliciting acceptances to the plan through May 13, 2017 and July 12, 2017, respectively. The Debtors sought the extensions of their exclusivity periods, telling the Court that they do not know yet the universe of claims against their estates, and their negotiations with creditors remain incomplete because none of the Bar Dates has passed yet. The Debtors tell the Court that sufficient cause exists to extend the Exclusivity Periods by 60 days. The Debtors are evaluating the disposition of these Chapter 11 cases, and the outcome of the conversion hearing may be determinative of the disposition. On May 1, 2017, HALO Branded Solutions, Inc., the purchaser of substantially all of the assets of Debtor Clean Fun Promotional Marketing, Inc., asked the Court to convert the Chapter 11 cases to cases under Chapter 7 liquidation. The hearing on that request is set for May 23 at 10:30 a.m. ET. Because the current Exclusivity Period expires prior to the conversion hearing, the Debtors believe it appropriate to extend the Exclusivity Periods to ensure that the Debtors maintain exclusivity until the conversion hearing and a short period thereafter to allow for an orderly conversion or other disposition of the Chapter 11 cases. About Delivery Agent, Inc. Headquartered in San Francisco, California, Delivery Agent, Inc., turns audiences into revenue generating customers for brands, device manufacturers, and media companies worldwide. It offers ShopTV, a technology that allows audiences to engage with and transact directly from advertisements and television shows through Web, mobile, and advanced television applications; a cloud-based shopping platform, which enables omni-channel commerce for its clients with simplicity; eCommerce platform for omni-channel shopping; relevant and personalized product offers to viewers based on the content they are watching with the help of contextual database; and advertising solutions. Delivery Agent, Inc., and affiliates MusicToday, LLC, Clean Fun Promotional Marketing, Inc., and Shop the Shows, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12051) on Sept. 15, 2016. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors hired Pachulski Stang Ziehl & Jones LLP as local Counsel; Keller & Benvenutti LLP as general counsel; Arch & Beam Global, LLC as financial advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 29, 2017, appointed seven creditors of Delivery Agent, Inc., to serve on the official committee of unsecured creditors. The Committee employs Pepper Hamilton LLP as counsel; and Carl Marks Advisory Group LLC as financial advisors, nunc pro tunc to Oct. 3, 2016. DEWEY & LEBOUEF: Sanders Likely to Appeal on Double Jeopardy ------------------------------------------------------------ Andrew Strickler of Bankruptcy Law360 reports that Joel Sanders, the lone Dewey & LeBoeuf LLC executive convicted at the fraud case retrial, is likely to argue he faced double jeopardy after having been acquitted of a host of charges during the first failed trial. That, in turn, could pave the way for a broader indictment of the entire case as flawed, Law360 notes. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) in 2012 to complete the wind-down of its operations. The Firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its Chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc., was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1%, respectively. EQUIAN BUYER: S&P Affirms 'B' Rating on Increased Term Loan ----------------------------------------------------------- S&P Global Ratings said that it affirmed its issue-level ratings on Equian Buyer Corp., which include a $30 million revolving commitment and upsized $425 million term loan, both rated 'B' and with a '3' recovery rating, which indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of payment default. The affirmation comes as a result of the company's planned issuance of up to a $100 million delayed draw facility increase to its $325 million first-lien term loan. The facility is available to finance acquisitions and will expire 120 days after closing unless utilized. S&P's ratings on Equian reflect its substantial debt burden and small scale as a provider of technology-enabled payment integrity services to clients operating in the domestic health care and insurance industries. The ratings also reflect the likelihood that New Mountain Capital will continue to influence financial governance that will hinder significant balance sheet strengthening. Equian provides an array of technology-enabled services across the pre- and post-payment markets, with leading capability in the subrogation segment. The company serves a diversified client portfolio in the health care, workers compensation, and property and casualty verticals. RATINGS LIST Equian Buyer Corp. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged Equian Buyer Corp. Equian LLC Senior Secured B Recovery Rating 3(60%) ESPLANADE: VEREIT-Led Auction on June 5 Approved ------------------------------------------------ Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the bidding procedures of Esplanade HL, LLC ("EHL") and its debtor-affiliates, in connection with EHL's sale of commercial real property located at 2360 South Randall Road in Algonquin, Illinois, to VEREIT Acquisitions, LLC, or its designee or assignee, for $6,264,000, subject to overbid. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Esplanade_HL_146_Order.pdf The Assumption and Assignment Procedures for the assumption and assignment of the Lease are authorized, approved, and made part of the Order as fully set forth. The Debtor is authorized and empowered to take such steps, expend such sums of money, and do such other things as may be necessary to implement and effect the terms and requirements established by the Order. Subject to the final determination of the Court, the Debtor is authorized to (a) determine (after consultation with First Midwest Bank), in its discretion, which of the Qualified Bids submitted for the Auction is the highest or otherwise best offer, and (b) properly reject any and all bids that, in the Debtor's discretion (after consultation with First Midwest Bank), are (i) inadequate or insufficient; (ii) not in conformity with the requirements of the Bankruptcy Code, or the terms and conditions of the Bidding Procedures; or (iii) contrary to the best interests of the Debtor, its estate, and creditors. The Break-up Fee and other bid protections as set forth in the Bidding Procedures are approved and the Debtor is authorized and directed to pay any and all amounts owing to the Purchaser in accordance with the terms of the Bidding Procedures, including the Break-up Fee, without further order of the Court. If the Purchaser becomes entitled to payment from the Debtor under the Bidding Procedures for the Break-up Fee, the Break-up Fee will be paid upon consummation, and from the proceeds, of a transaction with a buyer other than the Purchaser. The Auction Notice is sufficient to provide effective notice of the Bidding Procedures, the Auction, and the Sale to all interested parties, is approved. Within three days of the entry of the Order, the Debtor will serve the Auction Notice to all Notice Parties. The Auction will be held on June 5, 2017 at 10:00 a.m. (CST) at the Offices of Goldstein & McClintock LLLP, 111 W. Washington, Suite 1221, Chicago, Illinois, or such other location designed by the Seller in advance of the Bid Deadline. On June 7, 2017 at 10:30 a.m. (CT) or as soon thereafter as counsel may be heard, the Sale Hearing will be held to consider the issuance and entry of an Order, inter alia, approving the Sale of the Property of the Debtor free and clear of liens, claims, and encumbrances. About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct. 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case is assigned to Judge Donald R Cassling. 9501 W. 144th Place's case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors have requested the joint administration of their cases. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. FANNIE MAE: Reports Net Income of $2.77 Billion for First Quarter ----------------------------------------------------------------- Federal National Mortgage Association, a/k/a Fannie Mae, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $2.77 billion on $27.38 billion of total interest income for the three months ended March 31, 2017, compared to net income of $1.13 billion on $27.33 billion of total interest income for the three months ended March 31, 2016. As of March 31, 2017, Fannie Mae had $3.30 trillion in total assets, $3.30 trillion in total liabilities and $3.37 billion in total stockholders' equity. Fannie Mae expects to pay $2.8 billion in dividends to Treasury in June 2017. With the expected June 2017 dividend payment, Fannie Mae will have paid a total of $162.7 billion in dividends to Treasury. Fannie Mae was the largest provider of liquidity to the mortgage market in the first quarter of 2017, providing approximately $136 billion in mortgage financing that enabled families to buy, refinance, or rent homes. Fannie Mae is focused on providing value to the housing finance system by: * delivering increased speed, simplicity, and certainty to customers and serving their needs by building a company that is efficient, innovative, and continuously improving; * implementing innovations that deliver greater value and reduced risk to lenders, such as the company's Day 1 Certainty initiative with verification tools to expand representation and warranty relief; and * helping make predictable long-term fixed-rate mortgages, including the 30-year fixed-rate mortgage, available to families across the country. Fannie Mae continues to increase the role of private capital in the mortgage market and reduce the risk to Fannie Mae's business, taxpayers, and the housing finance system through its credit risk transfer transactions. As of March 31, 2017, approximately 26 percent of the loans in the Company's single-family conventional guaranty book of business, measured by unpaid principal balance, were covered by a credit risk transfer transaction. "Across our business, we are creating new ways to help our customers make the mortgage process easier and safer, and provide options that are affordable to more borrowers," said Timothy J. Mayopoulos, president and chief executive officer. "Both the market and our operations continued to strengthen, and our progress was reflected in another profitable quarter. We look forward to advancing our vision to create a digital mortgage process, and make new strides in our efforts to encourage the creation of affordable multifamily housing." Net revenues, which consist of net interest income and fee and other income, were $5.6 billion for the first quarter of 2017, compared with $6.2 billion for the fourth quarter of 2016. The Company has two primary sources of net interest income: (1) the guaranty fees it receives for managing the credit risk on loans underlying Fannie Mae mortgage-backed securities held by third parties; and (2) the difference between interest income earned on the assets in its retained mortgage portfolio and the interest expense associated with the debt that funds those assets. Net interest income was $5.3 billion for the first quarter of 2017, compared with $5.8 billion for the fourth quarter of 2016. The decrease in net interest income for the first quarter of 2017 was due primarily to lower amortization income from mortgage prepayments due to lower refinance activity and lower interest income due to a decline in the average balance of the Company's retained mortgage portfolio as the company continued to reduce this portfolio. In recent periods, an increasing portion of Fannie Mae's net interest income has been derived from guaranty fees rather than from the Company's retained mortgage portfolio assets. This shift has been driven by both the guaranty fee increases the Company implemented in 2012 and the reduction of the Company's retained mortgage portfolio. More than 75 percent of the Company's net interest income in the first quarter of 2017 was derived from its guaranty business. The Company expects that guaranty fees will continue to account for an increasing portion of its net interest income. Net fair value losses were $40 million in the first quarter of 2017, compared with net fair value gains of $3.9 billion in the fourth quarter of 2016. Net fair value losses for the first quarter of 2017 were due primarily to losses on Connecticut Avenue Securities debt reported at fair value resulting from tightening spreads between Connecticut Avenue Securities yields and LIBOR during the quarter. Net fair value losses for the first quarter of 2017 were partially offset by gains on the Company's risk management derivatives due primarily to increases in longer-term swap rates during the first quarter of 2017. Net fair value gains in the fourth quarter of 2016 were due primarily to increases in longer-term interest rates positively impacting the value of the Company's risk management derivatives. Net fair value gains in the fourth quarter of 2016 also were driven by gains on commitments to sell mortgage-related securities driven by a decrease in prices as interest rates increased during the commitment periods in the quarter. The estimated fair value of the Company's derivatives and securities may fluctuate substantially from period to period because of changes in interest rates, the yield curve, mortgage and credit spreads, implied volatility, and activity related to these financial instruments. Credit-related income (expense) consists of a benefit or provision for credit losses and foreclosed property expense. Credit-related income was $179 million in the first quarter of 2017, compared with credit-related expense of $1.4 billion in the fourth quarter of 2016. Credit-related income in the first quarter of 2017 was driven primarily by an increase in actual and forecasted home prices. Credit-related expense in the fourth quarter of 2016 was due primarily to a provision for credit losses driven primarily by an increase in actual and projected interest rates during the quarter. The increase in actual and projected interest rates in the fourth quarter of 2016 increased the impairment on the Company's individually impaired loans primarily related to concessions provided on its modified loans, which was the driver of the provision for credit losses for the quarter. VARIABILITY OF FINANCIAL RESULTS Fannie Mae expects to remain profitable on an annual basis for the foreseeable future; however, certain factors, such as changes in interest rates or home prices, could result in significant volatility in the Company's financial results from quarter to quarter or year to year. Fannie Mae's future financial results also will be affected by a number of other factors, including: the Company's guaranty fee rates; the volume of single-family mortgage originations in the future; the size, composition, and quality of its retained mortgage portfolio and guaranty book of business; and economic and housing market conditions. Although Fannie Mae expects to remain profitable on an annual basis for the foreseeable future, due to the Company's limited and declining capital reserves (which decrease to zero in 2018) and the potential for significant volatility in its financial results, the company could experience a net worth deficit in a future quarter. If Fannie Mae experiences a net worth deficit in a future quarter, the company will be required to draw additional funds from Treasury under the senior preferred stock purchase agreement to avoid being placed into receivership. The Company's expectations for its future financial results do not take into account the impact on its business of potential future legislative or regulatory changes, which could have a material impact on the Company's financial results, particularly the enactment of housing finance reform legislation, corporate income tax reform legislation, and changes in accounting standards. For example, the current Administration proposes reducing the U.S. corporate income tax rate. Under applicable accounting standards, a significant reduction in the U.S. corporate income tax rate would require the company to record a substantial reduction in the value of its deferred tax assets in the quarter in which the legislation is enacted. Thus, if legislation significantly lowering the U.S. corporate income tax rate is enacted, the Company expects to incur a significant net loss and net worth deficit for the quarter in which the legislation is enacted and could potentially incur a net loss for that year. If the company experiences a net worth deficit in a future quarter, it will be required to draw additional funds from Treasury under the senior preferred stock purchase agreement in order to avoid being placed into receivership. SUMMARY OF FIRST QUARTER 2017 BUSINESS SEGMENT RESULTS Fannie Mae's two reportable business segments -- Single-Family and Multifamily -- engage in complementary business activities in pursuing Fannie Mae's vision to be America's most valued housing partner and to provide liquidity, access to credit, and affordability in all U.S. housing markets at all times, while effectively managing and reducing risk to Fannie Mae's business, taxpayers, and the housing finance system. In support of this vision, Fannie Mae is focused on: advancing a sustainable and reliable business model that reduces risk to the housing finance system and taxpayers; providing reliable, large-scale access to affordable mortgage credit for qualified borrowers and helping struggling homeowners; and serving customer needs by building a company that is efficient, innovative, and continuously improving. Single-Family Business * Single-Family net income was $2.3 billion in the first quarter of 2017, compared with $4.5 billion in the fourth quarter of 2016. Net income for the first quarter of 2017 was driven primarily by net interest income and credit-related income. * Single-Family net interest income was $4.8 billion in the first quarter of 2017, compared with $5.2 billion in the fourth quarter of 2016. The decrease in net interest income for the first quarter of 2017 was due primarily to lower amortization income from mortgage prepayments due to lower refinance activity and lower interest income due to a decline in the average balance of the Company's single-family retained mortgage portfolio as the Company continued to reduce this portfolio. * Single-Family credit-related income was $184 million in the first quarter of 2017, compared with credit-related expense of $1.5 billion in the fourth quarter of 2016. Credit-related income in the first quarter of 2017 was driven primarily by an increase actual and forecasted home prices. * Single-Family net fair value losses were $12 million in the first quarter of 2017, compared with net fair value gains of $4.0 billion in the fourth quarter of 2016. Net fair value losses for the first quarter of 2017 were due primarily to losses on Connecticut Avenue Securities debt reported at fair value resulting from tightening spreads between Connecticut Avenue Securities yields and LIBOR during the quarter. These fair value losses were partially offset by gains on the Company's risk management derivatives due primarily to increases in longer-term swap rates during the first quarter of 2017. Multifamily Business * Multifamily net income was $431 million in the first quarter of 2017, compared with $548 million in the fourth quarter of 2016. Net income in the first quarter of 2017 was driven primarily by net interest income. * Multifamily net interest income was $590 million in the first quarter of 2017, compared with $627 million in the fourth quarter of 2016. The decrease in net interest income was due primarily to a decline in the average balance of the multifamily retained mortgage portfolio, as well as lower amortization income due to lower prepayments in the first quarter of 2017. The decrease in net interest income was partially offset by higher guaranty fee income as the Company's multifamily guaranty book of business grew and loans with higher guaranty fees became a larger part of its book, while loans with lower guaranty fees continued to liquidate. * Multifamily net fair value losses were $28 million in the first quarter of 2017, compared with $98 million in the fourth quarter of 2016. Net fair value losses in the first quarter of 2017 were driven primarily by losses on our multifamily commitments to sell mortgage-related securities as a result of increases in prices during the commitment periods. * Multifamily new business volume totaled $17.4 billion for the first quarter of 2017, of which approximately 62 percent counted toward FHFA's 2017 multifamily volume cap. BUILDING A SUSTAINABLE HOUSING FINANCE SYSTEM In addition to continuing to provide liquidity and support to the mortgage market, Fannie Mae has invested significant resources toward helping to maintain a safer and sustainable housing finance system for today and build a safer and sustainable housing finance system for the future. The Company is pursuing the strategic goals identified by its conservator, the Federal Housing Finance Agency (FHFA). These strategic goals are: maintain, in a safe and sound manner, credit availability and foreclosure prevention activities for new and refinanced mortgages to foster liquid, efficient, competitive, and resilient national housing finance markets; reduce taxpayer risk through increasing the role of private capital in the mortgage market; and build a new single-family infrastructure for use by Fannie Mae and Freddie Mac and adaptable for use by other participants in the secondary market in the future. ABOUT FANNIE MAE'S CONSERVATORSHIP AND AGREEMENTS WITH TREASURY Fannie Mae has operated under the conservatorship of FHFA since Sept. 6, 2008. Treasury has made a commitment under a senior preferred stock purchase agreement to provide funding to Fannie Mae under certain circumstances if the company has a net worth deficit. Pursuant to this agreement and the senior preferred stock the company issued to Treasury in 2008, the Director of FHFA has directed Fannie Mae to pay dividends to Treasury on a quarterly basis since entering into conservatorship in 2008. The chart below shows the funds the company has drawn from Treasury pursuant to the senior preferred stock purchase agreement, as well as the dividend payments the company has made to Treasury on the senior preferred stock, since entering into conservatorship. Fannie Mae expects to pay Treasury a dividend of $2.8 billion for the second quarter of 2017 by June 30, 2017, calculated based on the Company's net worth of $3.4 billion as of March 31, 2017, less the current capital reserve amount of $600 million. In August 2012, the terms governing the Company's dividend obligations on the senior preferred stock were amended. The amended senior preferred stock purchase agreement does not allow the company to build a capital reserve. Beginning in 2013, the required senior preferred stock dividends each quarter equal the amount, if any, by which the Company's net worth as of the end of the immediately preceding fiscal quarter exceeds an applicable capital reserve amount. The capital reserve amount is $600 million for each quarter of 2017 and will decrease to zero in 2018. The amount of remaining funding available to Fannie Mae under the senior preferred stock purchase agreement with Treasury is currently $117.6 billion. If the company were to draw additional funds from Treasury under the agreement in a future period, the amount of remaining funding under the agreement would be reduced by the amount of the Company's draw. Dividend payments Fannie Mae makes to Treasury do not restore or increase the amount of funding available to the company under the agreement. Fannie Mae is not permitted to redeem the senior preferred stock prior to the termination of Treasury's funding commitment under the senior preferred stock purchase agreement. A full-text copy of the Form 10-Q is available for free at: https://is.gd/n2mivN About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for future support and capital investments of up to $100 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FARMACIA SAN JUSTO: Gets Approval of Plan to Exit Bankruptcy ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Puerto Rico on May 2 confirmed the plan proposed by Farmacia San Justo Inc. to exit Chapter 11 protection. The court gave the thumbs-up to the plan after finding that it complies with section 1129 of the Bankruptcy Code. In the same filing, the court also gave final approval to the disclosure statement, which explains the company's plan of reorganization. Under the latest plan filed on April 21, holders of Class 3 general unsecured claims of $4,000 or less will be paid 45% of their claims on the effective date of the plan. Meanwhile, holders of Class 3 general unsecured claims in excess of $4,000 will be paid 45% of their claims through 72 equal monthly installments of $6,985.88. Payments will start on the 30th day of the month following the effective date. About Farmacia San Justo Based in Saint Just, Puerto Rico, Farmacia San Justo, Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-05624) on July 14, 2016. The petition was signed by Hector O. Rodriguez, president. In its petition, the Debtor estimated $0 to $1.30 million in both assets and liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Office, as bankruptcy counsel, and Luis R. Carrasquillo & Co., P.S.C. as financial consultant. The Debtor filed a Chapter 11 plan of reorganization on January 10, 2017, and a disclosure statement on January 18, 2017. The disclosure statement was conditionally approved by the court on January 20, 2017. FINJAN HOLDINGS: Hosts Q1 Shareholder Update Call ------------------------------------------------- Finjan Holdings, Inc., hosted a shareholder update call to discuss its first quarter 2017 results along with its focus on other strategic objectives on Monday, May 15, 2017. An archived audio replay of the conference call will be available for 2 weeks beginning at 4:30 pm Pacific Time on May 15, 2017, and can be accessed by dialing 1-844-512-2921 and providing access code 10002991. International callers can access the replay by dialing 1-412-317-6671. The call will also be archived on Finjan's investor relations website. About Finjan Finjan Holdings, Inc., formerly known as Converted Organics -- http://www.finjan.com/-- is an online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Finjan had $18.30 million in total assets, $3.93 million in total liabilities, $13.48 million in redeemable preferred stock and $886,000 in total stockholders' equity. FLYGLO LLC: Hires Fishman Haygood as Special Counsel ---------------------------------------------------- FlyGlo, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Fishman Haygood LLP as special counsel, nunc pro tunc to April 23, 2017. Fishman has served pre-petition as litigation counsel for the Debtor in connection with two of the Debtor's service providers, CFM and ACMC, regarding various billing disputes and regarding damage to one of the Debtor's leased planes as a result of a "hot start" of the plane's engine. The Debtor anticipates that Fishman's services in this case will be limited to: a. matters relating to CFM, ACMC and Amanda Air Ab involving contracts and agreements between the parties; b. existing litigation relating to the "hot start"claim; and c. handling post-peteitition payments disputes. Fishman's lawyers and professionals who will work on the Debtor's case and their hourly rates are: Brent B. Barriere $475 Loretta Mince $395 D. Skylar Rosenbloom $325 Associates $200-$280 Paralegals $150 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brent B. Barriere, Esq., attorney in the law firm of Fishman Haygood LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fishman may be reached at: Brent B. Barriere, Esq. Fishman Haygood LLP 201 St. Charles Avenue, Suite 4600 New Orleans, LA 70170-4600 Tel: (504) 556-5525 Mobile: (504) 556-5525 Fax: (504) 586-5250 About FlyGlo, LLC FlyGlo, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 17-11015) on April 23, 2017. The Hon. Elizabeth W. Magner presides over the case. Heller, Draper, Patrick, Horn & Dabney, LLC represents the Debtor as counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Calvin C. "Trey" Fayard, III, chief executive officer. FRANKFORD RESTAURANT: Hires Bielli & Klauder as Counsel ------------------------------------------------------- Frankford Restaurant Holdings, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Bielli & Klauder, LLC as counsel to the Debtor. The Debtor requires BK to: a. give the Debtor legal advice with respect to its powers and duties as Debtor and Debtor-in-Possession; b. prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; c. represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under section 362(a) of the Bankruptcy Code; d. assist the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto, which the Debtor may be required to file in this case; e. assist the Debtor in the preparation of a plan of reorganization and disclosure statement; f. assist the Debtor with any potential sales of its assets pursuant to section 363 of the Bankruptcy Code; and g. perform all other legal services for the Debtor which may be necessary herein. BK lawyers and professionals who will work on the Debtor's case and their hourly rates are: Thomas D. Bielli, Partner $325 David M. Klauder, Partner $325 Nella M. Bloom, of Counsel $325 Cory P. Stephenson, Associate $295 Amy M. Huber, Paralegal $125 BK will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas D. Bielli, Esq., a partner with the law firm of Bielli & Klauder, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. BK may be reached at: Thomas D. Bielli, Esq. David M. Klauder, Esq. Cory P. Stephenson, Esq. Bielli & Klauder, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Phone: (215) 642-8271 Fax: (215) 754-4177 E-mail: tbielli@bk-legal.com dklauder@bk-legal.com cstephenson@bk-legal.com Frankford Restaurant Holdings, Inc. filed a chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 17-13208) on May 4, 2017, pending before the Hon. Ashely M Chan. FRANZEN INT'L: Adds New Provision on Treatment of Unsecured Claims ------------------------------------------------------------------ Franzen International, LLC, filed its latest Chapter 11 plan of reorganization, which contains additional provisions on the treatment of Class 12 general unsecured claims. The estimated amount of allowed Class 12 claims under the latest plan ranges from $305,000 to $975,000. According to the latest plan, unsecured creditors would be paid in full in seven years if the allowed claims are at the low end of the range. However, in the unlikely event that claims are allowed at the high end of the range, unsecured creditors would be paid over approximately 20 years. The reorganized company will pay $40,000 annually, increasing to $50,000 in 2021, to be distributed pro rata to holders of allowed Class 12 claims. These claims will be paid in annual installments commencing on December 31, 2017, and continuing on the same date of each successive year until the claims are paid in full with interest at 5% simple interest, according to Franzen's latest disclosure statement filed on May 2 with the U.S. Bankruptcy Court for the Western District of Texas. A copy of the first amended disclosure statement is available for free at https://is.gd/QEt6z2 About Franzen International Franzen International, LLC, based in New Braunfels, Texas, was formed in June 2007. At its inception, the Debtor was a site work, excavation, utility and land development contractor focused on commercial property development. As oil and gas exploration exploded in the Eagle Ford Shale, Franzen expanded to service the burgeoning market for oil field site work. By 2011, fifty percent of Franzen's billings were for oil field site work. The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51583) on July 13, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Travis Franzen, managing member. The Hon. Craig A. Gargotta presides over the case. Raymond W. Battaglia, Esq., at Law Offices of Ray Battaglia, PLLC, as bankruptcy counsel. On March 6, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. FREEDOM ACADEMY: S&P Raises Rating on 2016 Revenue Bonds to 'BB+' ----------------------------------------------------------------- S&P Global Ratings raised its rating on Phoenix Industrial Development Authority, Ariz.'s series 2016 fixed-rate education facility revenue bonds, issued for Freedom Academy, one notch to 'BB+' from 'BB'. The outlook is stable. S&P Global Ratings raised the rating based on its criteria, titled "U.S. Public Finance Charter Schools: Methodology And Assumptions," published Jan. 3, 2017, on RatingsDirect, and view of maximum annual debt service coverage for fiscal 2016 that was better than pro forma projections. In addition, Freedom has successfully transitioned to its new facility, which resolves prior concerns over relocation and construction risk. "We believe a positive rating action is unlikely over the one-year outlook period due to the school's small enrollment base and current management and governance structure. However, we could raise the rating or revise the outlook to positive if the school's operations were to grow, resulting in improved days' cash on hand and maximum annual debt service coverage above 2x in consecutive years," said S&P Global Ratings credit analyst Melissa Brown. "We could lower the rating if Freedom's demand were to weaken, resulting in a deterioration of the financial profile to levels we no longer consider commensurate with its peers, or if overlap at the board level were to have an effect on the school's ability to operate effectively, straining the enterprise or financial profiles." The stable outlook reflects S&P Global Ratings' opinion that during the next year, the charter school will maintain a steady financial profile by continuing to generate positive revenue over expenses, keep its healthy maximum annual debt service and debt service coverage for the rating, and sustain its stable cash. The rating service expects the school's demand profile will continue to reflect excellent academics and growing enrollment. Revenue of Freedom, as defined in governing bond documents, primarily per-pupil funding from Arizona, secures the bonds. FTE NETWORKS: Benchmark Head Has 9.18% Stake as of April 20 ----------------------------------------------------------- Fred Sacramone disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of April 20, 2017, he beneficially owns 9,162,815 shares of common stock of FTE Networks, Inc. representing 9.18% based on 99,509,249 shares of Common Stock outstanding as of April 21, 2017, as reported by FTE Networks, Inc. Mr. Sacramone is the president of Benchmark Builders Inc., a subsidiary of FTE. On March 9, 2017, FTE entered into a Stock Purchase Agreement, as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of the April 20, 2017, with Benchmark Builders Inc., a privately held New York corporation, and Benchmark's shareholders. The Stock Purchase Agreement provided for the acquisition by FTE of 100% of the issued and outstanding capital stock of Benchmark. On April 20, 2017, at the closing of the transactions contemplated by Stock Purchase Agreement, 8,912,815 shares of Common Stock were issued to Mr. Sacramone. In addition, on that date, FTE granted to Mr. Sacramone an option to purchase 250,000 of Common Shares at a purchase price of $0.88 per share. Such option expires on April 20, 2027. Mr. Sacramone said he may, at any time and from time to time, review or reconsider its position and/or change his purpose and/or formulate plans or proposals with respect thereto. A full-text copy of the regulatory filing is available at: https://is.gd/bo53XO About FTE Networks FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss of $6.23 million for the year ended Dec. 31, 2016. The Company also reported a net loss of $3.55 million for the year ended Sept. 30, 2015. As of Dec. 31, 2016, FTE Networks had $14.73 million in total assets, $24.59 million in total liabilities, $437,380 in total temporary equity and a $10.30 million total stockholders' deficiency. FTE NETWORKS: Benchmark Principal Reports 18% Stake as of April 20 ------------------------------------------------------------------ Brian P. McMahon disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of April 20, 2017, he beneficially owns 18,075,630 shares of common stock, par value $0.001 par value per share, of FTE Networks, Inc. representing 18.16% based on 99,509,249 shares of Common Stock outstanding as of April 21, 2017, as reported by FTE. Mr. McMahon is a principal of Benchmark Builders Inc., a subsidiary of FTE that is located at 237 West 35th Street, Suite 901, New York, New York 10001. On March 9, 2017, FTE entered into a Stock Purchase Agreement, as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of the April 20, 2017, with Benchmark Builders Inc., a privately held New York corporation, and Benchmark's shareholders. The Stock Purchase Agreement provided for the acquisition by FTE of 100% of the issued and outstanding capital stock of Benchmark. On April 20, 2017, at the closing of the transactions contemplated by Stock Purchase Agreement, 17,825,630 shares of Common Stock were issued to Mr. McMahon. In addition, on that date, FTE granted to Mr. McMahon an option to purchase 250,000 of Common Shares at a purchase price of $0.88 per share. Such option expires on April 20, 2027. Mr. McMahon said he may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. A full-text copy of the regulatory filing is available at: https://is.gd/Ig9Gig About FTE Networks FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss of $6.23 million for the year ended Dec. 31, 2016. The Company also reported a net loss of $3.55 million for the year ended Sept. 30, 2015. As of Dec. 31, 2016, FTE Networks had $14.73 million in total assets, $24.59 million in total liabilities, $437,380 in total temporary equity and a $10.30 million total stockholders' deficiency. GARDENS REGIONAL: ASMG Has Deal to Buy Hospital for $6.7 Million ---------------------------------------------------------------- Gardens Regional Hospital and Medical Center, Inc., doing business as Gardens Regional Hospital and Medical Center, filed with the U.S. Bankruptcy Court for the Central District of California its Asset Purchase Agreement with American Specialty Management Group, Inc., in connection with the sale of substantially all assets for $6,700,000. A hearing on the Motion was held on May 3, 2017. The Asset Purchase Agreement, with the First Amendment To Asset Purchase Agreement, the Interim Leaseback Agreement and the Post-Closing Interim Management Agreement with Business Associate Agreement, is to be executed by the Debtor and American Specialty in accordance with the proposed Order A) Authorizing The Sale Of Certain Of The Debtor's Assets To Winning Bidder American Specialty Management Group, Inc., [Or Backup Bidder Promise Hospital Of East Los Angeles, L.P. In The Event That The Sale To The Winning Bidder Is Not Consummated] Free And Clear Of Liens, Claims, Encumbrances, And Other Interests; (B) Approving The Assumption And Assignment Of An Unexpired Lease Related Thereto; And (C) Granting Related Relief lodged May 8, 2017. If the sale were to proceed with back up bidder Promise Hospital, the Asset Purchase Agreement, Post-Closing Interim Leaseback Agreement and the Post-Closing Interim Management Agreement with Business Associate Agreement attached to the Debtor's Notice Of Motion And Motion To Approve Terms And Conditions Of A Private Sale Of Certain Of The Debtor's Assets To Promise Hospital Of East Los Angeles, L.P., In Accordance With Sections 363(b) And (f) Of The Bankruptcy Code (Docket #706) would then be executed. The salient terms of the APA are: a. Purchased Assets: The Seller will sell, assign, transfer, convey and deliver to the Buyer, and the Buyer will purchase, receive and accept from Seller, all of the following rights, assets and properties owned or leased by Seller, whether tangible or intangible, real, personal or mixed, movable or fixed, and wherever located: (i) the Hospital Lease, including all security deposits held under the Hospital Lease, and all claims, causes of action, rights and defenses against the Hospital Landlord under or relating to the Hospital Lease; (ii) all rights, to the extent assignable or transferable, to all licenses, permits, approvals (including pending approvals), registrations and other licenses, permits, approvals and registrations issued to the Seller by any Governmental Authority relating to the ownership, development or operations of the Hospital and the Hospital Premises ("Licenses and Permits"); (iii) all inventory and supplies, including without limitation, all medical supplies, drugs, housekeeping, janitorial and office supplies, food, and other disposables and consumables; (iv) subject to the rights of the Hospital Landlord of the Hospital Lease, all equipment, machinery, furniture and furnishings, fixtures, tools, vehicles and other tangible personal property at the Hospital Premises; (v) all motor vehicles, including without limitation, the motor vehicles listed; (vi) all of the Assumed Contracts, all amounts payable to Seller under the Assumed Contracts, all security deposits held by counterparties to the Assumed Contracts or by Seller, and all claims, causes of action, rights and defenses against counterparties to the Assumed Contracts; (vii) all rights, to the extent assignable or transferable, in all express or implied warranties, representations and guaranties of any manufacturer, vendor or contractor in connection with the Purchased Assets; (viii) subject to the rights of the Hospital Landlord of the Hospital Lease, all books and records, whether in electronic or written form, relating to any of the foregoing, including without limitation, all survey, engineering and environmental reports, maintenance and repair records, seismic compliance records, and hospital, laboratory, pharmacy and OSHPD inspection and survey reports, certifications and waivers with respect to the Hospital, the Hospital Premises and the assets described; (ix) all plans, specifications, "as is" drawings, and other drawings related to any improvements made, or proposed to be made, to the Hospital Premises; and (x) any other assets listed in Schedule 2.1(j). b. Purchase Price: (i) cash payment to Seller of $6,700,000; (ii) assumption by the Buyer at Closing of the Hospital Lease Cure Obligation; plus (iii) cash payments by the Buyer to the counterparties to the Authorized Assumed Contracts in amounts equal to the Cure Amounts under their respective Authorized Assumed Contracts, which amounts will be paid by Buyer within seven calendar days after the Closing Date; plus (iv) if the Seller has paid the Hospital License Renewal Fees, reimbursement to the Seller of the Hospital License Renewal Fees in the amount of 61,357. c. Allocation of Purchase Price: Prior to the Closing Date, the Seller and the Buyer will mutually agree to allocate the Purchase Price among the Purchased Assets in accordance with applicable rules and regulations. All tax returns and reports filed by them will be consistent with such allocation, as will be final and binding upon them pursuant to the Section 3.3. The Purchase Price allocation will be for tax purposes only and will not have any effect on any distribution or disbursement of funds to secured or unsecured creditors in the Chapter 11 Case. d. Closing: The closing of the sale will take place at 10:00 a.m., local time, on the second Business Day after the conditions set forth in Article 7 and Article 8 of the Agreement have been satisfied or waived, at the offices of Buyer's counsel, or at such other date, time or place as the Buyer and the Seller will agree, but which date will be no later than two Business Days after the foregoing conditions have been so fulfilled or waived, time being of the essence. Regardless of the actual time of the Closing on the Closing Date, the Closing will be deemed effective as of 12:01 a.m. local time on the Closing Date. e. Terms: Free and clear of all Liens, Claims and Interests f. Seller: Gardens Regional Hospital and Medical Center, Inc. g. Buyer: American Specialty Management Group, Inc. A full-text the APA is available for free at: http://bankrupt.com/misc/Gardens_Regional_795_Sales.pdf The Purchaser can be reached at: AMERICAN SPECIALTY MANAGEMENT GROUP, INC. 4120 Dale Road Modesto, CA 95356 Attn: Gurpreet Singh, M.D. The Purchaser is represented by: M. Jonathan Hayes, Esq. SIMON RESNIK AND HAYES LLP 15233 Ventura Blvd, Suite 250 Sherman Oaks, CA 914003 Telephone: (818) 783-6251 Facsimile: (818) 827-4919 About the Hospital Gardens Regional Hospital and Medical Center, Inc., formerly known as Tri-City Regional Medical Center, doing business as Gardens Regional Hospital and Medical Center leases a 137- bed, acute care hospital doing business at 21530 South Pioneer Boulevard, Hawaiian Gardens, Los Angeles, California. It provides a full range of inpatient and outpatient services, including, but not limited to, medical acute care, general surgical services, bariatric surgery services (for weight loss), spine surgery services, orthopedic and sports medicine and joint replacement services, wound care and pain management services, physical therapy, respiratory therapy, outpatient ambulatory services, diagnostic services, radiology and inpatient/outpatient imaging services, laboratory and pathology services, geriatric services, and community wellness and education programs. Gardens Regional filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-17463) on June 6, 2016, estimating its assets between $1 million and $10 million, and liabilities between $10 million and $50 million. The petition was signed by Brian Walton, chairman of the Board. Judge Ernest M. Robles presides over the case. Samuel R Maizel, Esq., and John A Moe, Esq., at Dentons US LLP, serve as the Debtor's bankruptcy counsel. GARRETSON TILE: Hires Jennings Auction Group as Auctioneer ---------------------------------------------------------- Garretson Tile Company, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Jennings Auction Group as auctioneer. The Debtor requires Jennings to auction of inventory and some specialty equipment (personal and real property) at 1540 Chambersburg Road, Gettysburg, PA 17325. The Debtor and Jennings have agreed on a commission of 5% of the gross sales proceeds plus costs of advertising and costs to secure and clean up the real property for sale. As to the personal property, the parties have agreed on a commission of 10% of the gross sales proceeds plus costs of advertising and costs of labor to assemble and organize the personals property for sale. B.J. Jennings of Jennings Auction Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jennings may be reached at: B.J. Jennings Jennings Auction Group 15 Hykes Mill Road York Haven, PA 17370 Tel: (717) 268-0020 About Garretson Tile Company Gettysburg, Pennsylvania, Garretson Tile Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-01051) on March 19, 2017. The petition was signed by Gregory A. King, president. The case is assigned to Judge Robert N. Opel II. At the time of the filing, the Debtor disclosed $1.65 million in assets and $2.26 million in liabilities. GLOBAL UNIVERSAL: Unsecured Insiders to Recoup 100% Over 12 Months ------------------------------------------------------------------ Global Universal Group Ltd. filed with the U.S. Bankruptcy Court for the Eastern District of New York a first amended disclosure statement dated May 3, 2017, in connection with the Debtor's first amended Chapter 11 plan. Class 5 Allowed Unsecured Non-Priority General Claims (Non-Insiders) and Class 6 Allowed Unsecured Non-Priority General Claims (Insiders) are impaired by the Plan. Class 5 consists of all General Unsecured Claims. Under the Plan, holders of Allowed General Unsecured Claims will receive cash, equal to 100% of the allowed amount of their claims over 12 months without interest or any contractual fees, charges or penalties. Class 6 consists of all General Unsecured Claims. Under the Plan, holders of Allowed General Unsecured Claims will receive cash, equal to 100% of the allowed amount of their claims without interest or any contractual fees, charges or penalties, only after all other claims in the case are paid, or otherwise reserved pending the resolution of disputes. This Plan expressly contemplates the sale of the Debtor's primary asset -- a fee simple interest in that certain multi-space commercial real property located at 34-20 Linden Place, Flushing, New York 11354 -- on or after the Effective Date although the sale may occur before Confirmation. In the event the sale takes place after Confirmation of the Plan. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb17-40473-37.pdf As reported by the Troubled Company Reporter on April 24, 2017, the Debtor filed with the Court a disclosure statement dated April 14, 2017, referring to the Debtor's plan of reorganization, stating that all distributions to holders of allowed claims provided for under the Plan would be funded and paid from a distribution fund comprised of (a) the net sale proceeds from the sale and, to the extent necessary and recoverable, (b) any distributions made to the Debtor on account of the surplus funds as of the Effective Date through the date of completion of all distributions contemplated under the Plan, and (c) any other cash on hand as of the Effective Date through the date of completion of all Distributions contemplated under the Plan. About Global Universal Group Ltd. Based in Flushing, New York, Global Universal Group Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40473) on Feb. 2, 2017. David Wong, president, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $10 million to $50 million. The case is assigned to Judge Nancy Hershey Lord. No official committee of unsecured creditors has been appointed in the Debtor's case. GRANDPARENTS.COM: Hires EisnerAmper as Financial Advisor -------------------------------------------------------- Grandparents.com, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ EisnerAmper LLP as accountants and financial advisor to the Debtors. The Debtors require EisnerAmper to: a. monitor the activities of the Debtors; b. assist in or the preparation of and/or review the monthly operating reports, budgets and projections; c. interact with the Creditors' Committee and its retained professionals (the "Creditors"), should one be appointed; d. as required, attend meetings with the Debtors and their counsel, meetings with Creditors, and Court hearings; e. assist in the preparation of the Plan of Liquidation and Disclosure Statement; f. prepare a valuation report on the Debtors; and g. provide other assistance as the Debtors and their counsel may deem necessary. EisnerAmper will be paid at these hourly rates: Partner $510-$540 Director $450-$480 Senior Manager $380-$400 Manager $320-$330 Senior $80-$290 Staff Assistants/Paraprofessionals $205-$260 EisnerAmper will also be reimbursed for reasonable out-of-pocket expenses incurred. Ira Spiegel, CPA, director of EisnerAmper LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. EisnerAmper may be reached at: Ira Spiegel, CPA EisnerAmper LLP 750 Third Avenue New York, NY 10017 Phone: (212) 891-4061 About Grandparents.com, Inc. New York-based Grandparents.com, Inc., together with its consolidated subsidiaries, is a family-oriented social media company that through its Web site, http://www.grandparents.com/, serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Granparents.com, Inc. and Grand Cards LLC filed separate Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The Hon. Laurel M. Isicoff presides over the cases. The Debtors listed combined assets of $1 million and combined liabilities of $24.9 million. The Debtors are represented by Steven R. Wirth, Esq. and Eyal Berger, Esq., at Akerman LLP. GREAT LAKES: Moody's Affirms B3 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service affirmed its ratings for Great Lakes Dredge & Dock Corporation, including the company's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned a Caa1 rating to the company's proposed $325 million issuance of senior unsecured notes due 2022, and affirmed its SGL-3 speculative grade liquidity rating. The Caa1 ratings for the company's existing senior unsecured notes ($275 million) which are being refinanced will be withdrawn upon closing of the transaction. Excess net proceeds from the offering will be used to term out current borrowings under the company's unrated asset-based revolving credit facility (about $44 million). The ratings outlook is stable. "The recapitalization of senior notes follows the company's December 2016 arrangement of a new ABL facility and is an important step in addressing mounting refinancing risk, which had weighed heavily on Great Lakes' credit profile," said Natalia Gluschuk, Moody's lead analyst for the company. "Even so, the company's ratings remain somewhat constrained by relatively muted expectations with respect to free cash flow generation and modest liquidity provisions," added Gluschuk. The following ratings have been assigned for Great Lakes Dredge & Dock Corporation: $325 million Senior Unsecured Notes due 2022 at Caa1 (LGD4) The following ratings have been affirmed for Great Lakes Dredge & Dock Corporation: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Speculative Grade Liquidity Rating at SGL-3 The ratings outlook is stable. The following rating remains unchanged and will be withdrawn for Great Lakes Dredge & Dock Corporation upon closing of the transaction: $275 million (including $25 million add-on) 7.375% Senior Unsecured Notes due 2019, at Caa1 (LGD5) RATINGS RATIONALE Great Lakes' B3 Corporate Family Rating broadly reflects the company's volatile earnings and relatively muted cash flow generation, weak interest coverage, the high fixed-cost nature of the dredging industry, and significant customer concentration. Pro forma leverage as measured by adjusted debt-to-EBITDA at March 31, 2017 was approximately 5.3x. Interest coverage as measured by EBITA-to-interest over the comparable prior year period was only about 0.6x. The company's operational performance is susceptible to a number of factors that are beyond management control, including adverse weather conditions, unexpected project delays, changes in the shipping industry, and government funding priorities. The company's non-US operations also contribute to costs associated with fleet mobilization to overseas destinations, differences in environmental conditions and foreign regulatory frameworks. These factors are counterbalanced by Great Lakes' strong market position in the domestic dredging industry, high barriers to entry created by the Jones Act, the sizable amount of capital required to enter the dredging business, and a stable dredging backlog that enhances revenue visibility. The company operates a large and diverse fleet of equipment in the US compared to domestic competitors that will be further improved following completion of the new Articulated Tug & Barge (ATB) hopper dredge in 2017. Free cash flow is expected to improve in 2017-18 as the capital spending associated with construction of the new ATB vessel winds down and improved efficiencies offered by the same flow through to earnings. Moody's also expects that the ATB will give the company an advantage in future bids because of its incremental volume and comparatively efficient operating costs against an already large fleet of vessels. As well, the ratings also take into account expectations for improvement in the company's environmental and infrastructure business. This segment experienced weak performance and operating losses in recent years. To address this, Great Lakes divested certain loss generating and non-core assets associated with the service business lines of Terra Contracting Services, LLC in November 2016. Great Lakes' SGL-3 liquidity rating reflects Moody's expectation that the company will maintain a merely adequate liquidity profile over the intermediate term. The stable ratings outlook is supported by the robust demand in the dredging market and Great Lakes' strong market position within the industry. Moody's expects the company will continue to execute on its sizeable dredging backlog and generate new business from current bidding activity, both domestically and abroad. The ratings could be upgraded if the company improves liquidity through sustainable positive free cash flow generation and maintenance of higher cash reserves and ample revolver availability, and maintains a healthy backlog supporting revenue visibility. Quantitative indications of a stronger credit profile include EBITA-to-Interest coverage of at least 1.0x and Debt-to-EBITDA of 4.5x or less, both on a Moody's-adjusted and sustained basis. Great Lakes' ratings could be downgraded should the company experience a meaningful decline in earnings performance or financial metrics, such as Debt-to-EBITDA exceeding 6.0x. A deterioration in the company's liquidity profile, including persistent negative free cash flow or limited access to its ABL in the absence of more meaningful cash reserves could also result in a negative ratings action. The principal methodology used in these ratings was Construction Industry published in March 2017. Great Lakes Dredge & Dock Corporation, headquartered in Oak Brook, Illinois is the largest provider of dredging services in the United States, with a portion of revenues generated abroad. The company also performs specialty contracting services domestically, principally including environmental and infrastructure services. Revenue for the twelve month period ended March 31, 2017 was approximately $775 million. GREAT LAKES: S&P Revises Outlook to Stable & Affirms 'B-' CCR ------------------------------------------------------------- S&P Global Ratings said that it has revised its outlook on Great Lakes Dredge & Dock Corp. to stable from developing and affirmed its 'B-' corporate credit rating on the company. At the same, S&P assigned its 'B-' issue-level rating and '4' recovery rating to the company's proposed $325 million senior unsecured notes due 2022. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a payment default. S&P intends to withdraw its 'B-' issue-level rating and '4' recovery rating on the company's existing $275 million senior unsecured notes due 2019 following the completion of the transaction. "The outlook revision reflects our belief that Great Lakes' credit measures will remain relatively steady over the next year as the company's environmental and infrastructure segment continues to stabilize," said S&P Global Ratings credit analyst Michael Durand. "Additionally, the company's recent refinancing of its revolver extended the maturity of the facility to December 2019 from June 2017." Great Lakes is also planning to issue $325 million of senior unsecured notes due 2022, the proceeds of which it will use to refinance its existing $275 million senior unsecured notes and partially pay down the borrowings under its existing asset-based lending (ABL) revolver. The leverage neutral transaction will extend the company's debt maturity profile and improve its liquidity. S&P notes the recent hiring of a new CEO and the completion of the company's effort to refresh its board of directors (which now includes eight directors, four added in the last year). In S&P's opinion, Great Lakes has positioned itself to maintain a more stable operating performance going forward. S&P assumes that the company's new articulated tug and barge (ATB) will become fully operational near the end of the second quarter of 2017 and expect that Great Lakes will generate over $20 million in annual incremental EBITDA from operating efficiencies. The stable outlook on Great Lakes reflects S&P's expectation that the company will maintain an adjusted debt-to-EBITDA metric of around 4x with positive free operating cash flow over the next year. S&P believes that the company will improve its operating performance in 2017 by executing on the backlog of projects in its dredging business while its environmental and remediation business continues to stabilize. S&P could raise its ratings on Great Lakes over the next 12 months if an improved operating performance allows the company to maintain leverage of comfortably below 4x while sustaining positive FOCF such that its FOCF-to-debt ratio remains above 5%. S&P could lower its ratings on Great Lakes in the next 12 months if the company's cash flow turns meaningfully negative because of project delays or cost overruns, for example, or if S&P come to view the company's financial obligations and capital structure as unsustainable over the long term. GREEN FUEL: J. Casey to Retain Interest, Latest Plan Says --------------------------------------------------------- Green Fuel Technologies' managing member will retain his interest in the company under its latest plan to exit Chapter 11 protection. John Casey, managing member, and Kelly Casey will retain their interest, which is classified in Class 7 under the plan, since all creditors will receive payment in full, according to the company's latest disclosure statement filed on May 2 with the U.S. Bankruptcy Court in Arizona. Green Fuel also disclosed in the filing that the Caseys have agreed to waive their $1.75 million general unsecured claim, which they contributed from 2008 to January 20, 2017. Moreover, the Caseys have contributed post-petition funds in the approximate amount of $30,000 to help pay key suppliers, which will be treated as new value from existing equity under the plan. The company does not believe it will be necessary to receive any additional equity contributions from the Caseys, according to the latest disclosure statement. A copy of the first amended disclosure statement is available for free at https://is.gd/shE55F About Green Fuel Technologies Based in Phoenix, Arizona, Green Fuel Technologies was established as an alternative energy company in 1999. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-00594) on Jan. 20, 2017. The petition was signed by John Casey, managing member. The case is assigned to Judge Brenda Moody Whinery. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Pernell W. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as bankruptcy counsel to the Debtor. On April 11, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay Class 6 unsecured claims in full with interest at the rate of 3.5% per annum over 60 months. HALFWAY TO CONCORD: Hires Watson LLC as Attorney ------------------------------------------------ Halfway To Concord, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ the Law Firm of Watson LLC as attorney to the Debtor. The Debtor requires Watson to: a. prepare and file Schedules, Statement of Financial Affairs and other related forms; b. represent the debtor in possession at all meetings of creditors, hearings, pretrial conferences, and trials in this case or any litigation arising in connection with the case (whether in state or federal court); c. prepare, file and present to the court any pleading requesting or opposing relief; d. prepare, file and present to the court a disclosure statement and plan of arrangement under Chapter 11 of the Bankruptcy Code; e. review claims made by creditors and interested parties, including preparation and prosecution of any objections to claims as appropriate; f. prepare and present a final accounting and motion for final decree closing this case; and g. perform other legal services for the Debtor which may be necessary. The Debtor will compensate Watson at $250 per hour. Raheem S. Watson, Esq., principal of the law firm of Watson, LLC, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Watson may be reached at: Raheem S. Watson, Esq. Watson, LLC 1700 Market Street, Suite 1005 Philadelphia, PA 19103 Tel: (215) 703-5380 Fax: (215) 703-5410 About Halfway To Concord Inc. Halfway To Concord, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-12784) on April 20, 2017. The petition was signed by Dominic DiVentura, owner. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. HANCOCK FABRICS: June 12 Plan Confirmation Hearing Set ------------------------------------------------------ Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on May 5, 2017, approved the second amended disclosure statement with respect to Hancock Fabrics, Inc., et al.'s second amended joint Chapter 11 plan of liquidation. Meta Advisors LLC will serve as the Responsible Person under the Second Amended Disclosure Statement. Meta is an affiliate of Kelley Drye and Warren LLP, counsel to the Official Committee of Unsecured Creditors member DDR Corporation. The Responsible Person will retain Mr. Joseph Marchese as financial advisor to assist in managing the winddown of the estates and litigation counsel to serve as counsel in connection with the Sykel Litigation and any litigation or contested matter involving members of the Post-Effective Date Committee. The Sykel Litigation is the adversary proceeding by the Debtors against Sykel Enterprises, a Division of Fabrique Innovations, Inc., and filed in the Bankruptcy Court on or about March 24, 2016, (Adversary Proceeding No. 16- 50418). The PBGC has advised the Debtors that the total amount of the PBGC's asserted Senior Claims, other than General Unsecured Claims, is $800,657, comprised of $540,869 in asserted Claims allegedly having the priority set forth in 11 U.S.C. Section 507(a)(2) and $259,788 in asserted Claims allegedly having the priority set forth in 11 U.S.C. Section 507(a)(5). The Debtors said it is willing to consent to the PBGC being a member of the Post-Effective Date Committee. The Confirmation Hearing is scheduled to be conducted on June 12, 2017, at 10:30 a.m. Objections to confirmation of the Plan must be filed on or before June 6, 2017. The Debtors must reply to the objections no later than June 7. A blacklined version of the Second Amended Disclosure Statement dated May 5, 2017, is available at: http://bankrupt.com/misc/deb16-10296-1622.pdf Mr. Marchese may be reached at: Joseph Marchese Financial Planning Concepts of America, Inc. 1110 South Avenue, Suite 301 Staten Island, NY 10314 Tel: 718-667-5050 Fax: 718-874-0049 About Hancock Fabrics Hancock Fabrics, Inc., is a specialty fabric retailer operating stores under the name "Hancock Fabrics". Hancock has 4,500 full-time and part time employees. The Baldwyn, Mississippi-based company is one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of October 31, 2015 and an internet store under the domain name http://www.hancockfabrics.com/ Hancock Fabrics, Inc. and six of its affiliates, retailer of fabric, sewing and accessories, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb. 2, 2016. Dennis Lyons, the senior vice president and chief administrative officer, signed the petitions. Judge Brendan Linehan Shannon is assigned to the jointly administered cases. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Richards, Layton & Finger, P.A., as local counsel, Clear Thinking Group LLC as financial advisor, Retail Consulting Services, Inc., d/b/a Real Estate Advisors as real estate advisors and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Debtors disclosed total assets of $151.4 million and total debts of $182.1 million. The Debtors owe its trade vendors approximately $21.2 million as of Jan. 31, 2016. Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen LLP serve as counsel to the Official Committee of Unsecured Creditors. HANCOCK FABRICS: Wants Exclusive Solicitation Extended to June 30 ----------------------------------------------------------------- Hancock Fabrics, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the period during which the Debtors have the exclusive right to solicit acceptances of a Chapter 11 plan through and including June 30, 2017. The Debtors request this brief extension to permit them to complete the solicitation process that has commenced following the May 5, 2017 entry of the court order approving, inter alia, the Debtors' second amended disclosure statement for debtors' second amended joint Chapter 11 plan of liquidation and seek confirmation of their second amended joint chapter 11 plan of liquidation at the hearing set for June 12, 2017, at 10:30 a.m., without the delay or expense of a contested plan process. A hearing to consider the Debtors' request will be held on June 12, 2017, at 10:30 a.m. (ET). Objections to the request must be filed by May 25 at 4:00 p.m. (ET). The Debtors say that they are asking for the extension of the Exclusive Solicitation Period purely out of an abundance of caution as a result of developments during the Disclosure Statement approval process. Plan solicitation is underway and the Debtors believe that the Plan process is presently proceeding on a consensual basis. During the negotiations with the Official Committee of Unsecured Creditors threatened that it might seek to file its own liquidating plan if the Debtors did not accede to its demands. The Debtors relate that they, their professionals, and Kurtzman Carson Consultants, LLC, the voting agent appointed by the Court in these Chapter 11 cases have all devoted significant efforts to preparing to confirm the Plan at or in connection with the plan confirmation hearing. In particular, parties-in-interest have received notice of the plan confirmation hearing pursuant to the solicitation procedures order and voting of creditors in Plan Classes 5 A-G (Other Secured Claims) and Classes 6 A-G (General Unsecured Claims) has commenced. A contested plan process will materially diminish or impair recovery for all creditors through the considerable related costs to the Estates, the Debtors say. Further, the Plan Effective Date would be delayed, resulting in unnecessary administrative costs and prolonging the period before creditors receive distribution on their allowed claims. The Debtors may engage in further discussions with the Creditors' Committee, as well as other parties in interest, during the Plan process. It is imperative to the efficient and cost-effective conclusion of these Chapter 11 cases that no party seek to derail or delay the Plan confirmation process by asserting threats of a competing plan during the course of these discussions. The requested extension will permit the Debtors to complete the Plan confirmation process as scheduled, focusing on the productive use of Estate assets. The Debtors submit that more than sufficient cause exists to grant the relief requested herein and extend the Exclusive Solicitation Period through and including June 30, 2017. The Debtors have wound down their business and affairs by (i) selling substantially all of their inventory and related assets through the auction, (ii) concluding the store closing sales, (iii) closing the sale of their IP assets, (iv) selling the property, (v) selling their interest in that certain class action interchange fee litigation, (vi) negotiating the assumption and assignment or termination of numerous unexpired leases, (vii) rejecting other burdensome executory contracts and unexpired leases, (viii) selling substantially all other assets of the bankruptcy estates, (ix) terminating the Debtors' pension plan, (x) vacating the now-former corporate headquarters offices, (xi) significantly reducing personnel and expenses to complete the winddown with a very limited staff, (xii) filing 13 claims objections, (xiii) filing their Plan and Disclosure Statement, (xiv) obtaining court approval of the Disclosure Statement, (xv) commencing voting on the Plan and (xvi) seeking confirmation of the Plan at a hearing set for June 12, 2017. During the first year of these large and complex Chapter 11 cases, the Debtors sold all or substantially all of their assets, closed all of their retail locations and the distribution center, reduced total headcount from more than 4000 employees to fewer than 15, terminated their pension plan, commenced four adversary proceedings to protect estate assets, filed 14 extensive claims objections, and filed their Plan and Disclosure Statement. The Debtors have now obtained court approval of their Disclosure Statement and are actively soliciting votes from applicable creditor classes on the Plan that is set for confirmation hearing in June 2017. The request will permit the Debtors to complete the Plan solicitation process without the delay and expense that would result if exclusivity were terminated and creditors were subjected to a competing plan process. The Debtors anticipate being able to confirm the Plan and complete tasks necessary to declare the Plan Effective Date within the requested extension of the Exclusive Solicitation Period. These cases are sufficiently large and complex to warrant the extension of the Exclusive Solicitation Period. As of the Petition Date, the Debtors conducted business operations with 263 stores across 37 states and employed thousands of full-time and part-time individuals. The size and complexity of the Debtors' business, assets, and employee relationships have necessitated significant effort by the Debtors' management, employees and advisors since the Petition Date. Transitioning a large operation through the stages of Chapter 11 has been a significant undertaking, and the Debtors have done so while seeking to maximize the value of their assets for the benefit of their stakeholders. The Debtors have made meaningful progress in these cases. Among other accomplishments, the Debtors have obtained necessary interim and final "first and second day" relief to minimize operational disruption, prepared and timely filed their Schedules, established general and administrative claims bar dates (which have now occurred), reconciled substantially all claims, filed fourteen extensive objections to claims, commenced four adversary proceedings (two of which have been settled and an agreement in principle has been reached with respect to a third), worked with their advisors to analyze the value of their assets and sold substantially all of their assets. Of particular importance, the Debtors have filed their Plan and Disclosure Statement, received Court approval of the Disclosure Statement, and are currently soliciting votes regarding the Plan in preparation for the Plan Confirmation Hearing on June 12, 2017. From the Petition Date, the Debtors made known their intention to sell their assets. Within the first two months following the Petition Date, the Debtors had closed a sale for substantially all of their operational assets, significantly reduced the number of retail locations, obtained post-petition financing and administered estate assets (including going-out-of-business sales) pursuant to Court order. Within the first year of these Chapter 11 cases, the Debtors closed all retail locations and their distribution center, disposed of all leases, and sold their corporate headquarters, intellectual property and substantially all remaining assets. The Debtors have achieved significant results that benefit the estates' stakeholders. The Debtors have also obtained court approval of their Disclosure Statement and, through the Voting Agent, are actively soliciting votes on their Plan. They are making material progress towards an expeditious and efficient conclusion of these cases. The plan confirmation hearing is set for June 12, 2017, and, assuming confirmation of the Plan at or in connection with this hearing, the Debtors anticipate that the Plan Effective Date will occur shortly thereafter. About Hancock Fabrics Hancock Fabrics, Inc., is a specialty fabric retailer operating stores under the name "Hancock Fabrics". Hancock has 4,500 full-time and part time employees. The Baldwyn, Mississippi-based company is one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of Oct. 31, 2015, and an internet store under the domain name http://www.hancockfabrics.com/ Hancock Fabrics, Inc. and six of its affiliates, retailer of fabric, sewing and accessories, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb. 2, 2016. Dennis Lyons, the senior vice president and chief administrative officer, signed the petitions. Judge Brendan Linehan Shannon is assigned to the jointly administered cases. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Richards, Layton & Finger, P.A., as local counsel, Clear Thinking Group LLC as financial advisor, Retail Consulting Services, Inc. dba Real Estate Advisors as real estate advisors and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors disclosed total assets of $151.4 million and total debts of $182.1 million. The Debtors owe its trade vendors approximately $21.2 million as of Jan. 31, 2016. Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen LLP serve as counsel to the Official Committee of Unsecured Creditors. HEXION INC: Incurs $42 Million Net Loss in First Quarter -------------------------------------------------------- Hexion Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $42 million on $870 million of net sales for the three months ended March 31, 2017, compared to a net loss of $44 million on $909 million of net sales for the three months ended March 31, 2016. As of March 31, 2017, Hexion had $2.12 billion in total assets, $4.69 billion in total liabilities, and a $2.57 billion total deficit. "We are a highly leveraged company," the Company stated in the report. "Our primary sources of liquidity are cash flows generated from operations and availability under the ABL Facility. Our primary liquidity requirements are interest, working capital and capital expenditures." At March 31, 2017, the Company had $3.58 billion of outstanding debt and $362 million in liquidity consisting of the following: * $107 million of unrestricted cash and cash equivalents (of which $95 million is maintained in foreign jurisdictions); * $235 million of borrowings available under its ABL Facility ($350 borrowing base less $81 million of outstanding borrowings and $34 million of outstanding letters of credit); and * $20 million of time drafts and borrowings available under credit facilities at certain international subsidiaries The Company's net working capital (defined as accounts receivable and inventories less accounts payable) at March 31, 2017, and Dec. 31, 2016, was $433 million and $309 million, respectively. The increase in net working capital of $124 million from Dec. 31, 2016, was primarily due to increases in accounts receivable of $91 and inventory of $39 million. Both of these increases were primarily the result of increased volumes in the first quarter of 2017 compared to the fourth quarter of 2016 due to market conditions and seasonality, as well as raw material price inflation. These increases to net working capital were partially offset an increase in accounts payable of $6 million, largely related to raw material price inflation and the timing of vendor payments. To minimize the impact of seasonal changes in net working capital on cash flows, the Company continues to review inventory safety stock levels, focus on accelerating receivable collections by offering incentives to customers to encourage early payment or through the sale of receivables at a discount and negotiate with vendors to contractually extend payment terms whenever possible. The Company periodically borrows from the ABL Facility to support its short-term liquidity requirements, particularly when net working capital requirements increase in response to the seasonality of its volumes in the summer months. As of March 31, 2017, there were $81 million of outstanding borrowings under the ABL Facility. 2017 Refinancing Transactions On Feb. 8, 2017, the Company issued $485 million aggregate principal amount of New First Lien Notes and $225 million aggregate principal amount of New Senior Secured Notes. Upon the closing of these offerings, the Company satisfied and discharged its obligations under the Old Senior Secured Notes by depositing the net proceeds from these offerings, together with cash on its balance sheet, with the trustee for the Old Senior Secured Notes for the purpose of redeeming all of our outstanding Old Senior Secured Notes, which redemption occurred on March 10, 2017. In December 2016, the Company amended and restated the ABL Facility, with modifications to, among other things, permit the refinancing of the Old Senior Secured Notes. In connection with the issuance of the new notes in February 2017, certain lenders under the ABL Facility provided extended revolving facility commitments in an aggregate principal amount of $350 million with a maturity date of Dec. 5, 2021 (subject to early maturity triggers), the existing commitments were terminated and the size of the ABL Facility was reduced from $400 million to $350 million. Short-Term Outlook The following factors will impact 2017 cash flows: * Interest and Income Taxes: The Company expects cash outflows in 2017 related to interest payments on its debt of approximately $300 million, with the largest components being paid in the second and fourth quarters, and income tax payments between $25 million and $35 million. * Capital Spending: Capital spending in 2017 is expected to be between $100 million and $110 million, a significant decrease from 2016 due to the completion of large strategic growth projects in 2016, as well as its recent divestitures and restructuring activities at certain facilities. * Working Capital: In the first quarter of 2017, the Company's net working capital increased by $124 million due primarily to sequential volume increases. During the year, the Company expects an increase in the first half and a decrease in the second half, consistent with historical trends. Overall, the Company anticipates working capital to increase slightly overall during 2017, as compared to 2016. The Company plans to fund these outflows with available cash and cash equivalents, cash from operations, available borrowings under its ABL Facility, as well as other liquidity actions. Based on the Company's liquidity position as of March 31, 2017, and projections of operating cash flows through the remainder of 2017 and into 2018, the Company expects to have sufficient liquidity to fund its operations for the next twelve months. Depending upon market, pricing and other conditions, including the current state of the high yield bond market, as well as the Company's cash balances and available liquidity, the Company or its affiliates, may seek to acquire additional notes or other indebtedness of the Company through open market purchases, privately negotiated transactions, tender offers, redemption or otherwise, upon such terms and at such prices as we or the Company's affiliates may determine (or as may be provided for in the indentures governing the notes), for cash or other consideration. The Company expects to have adequate liquidity to fund its ongoing operations for the next twelve months from cash on its balance sheet, cash flows provided by operating activities and amounts available for borrowings under its credit facilities. A full-text copy of the Form 10-Q is available for free at: https://is.gd/fKDKFz About Hexion Inc. Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a producer of thermoset resins (epoxy, formaldehyde and acrylic). The Company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Hexion reported a net loss of $38 million on $3.43 billion of net sales for the year ended Dec. 31, 2016, compared to a net loss of $39 million on $4.14 billion of net sales for the year ended Dec. 31, 2015. * * * The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings Services lowered its corporate credit rating on Momentive Specialty by one notch to 'CCC+' from 'B-'. "The downgrade follows MSC's significant use of cash in the first half of 2014 and our expectation that lackluster cash flow from operations and elevated capital spending will cause free operating cash flow to be significantly negative in 2014 and 2015," said Standard & Poor's credit analyst Cynthia Werneth. As reported by the TCR on Jan. 24, 2017, Moody's Investors Service lowered the Corporate Family Rating (CFR) of Hexion Inc. to 'Caa2'. Hexion's 'Caa2' CFR reflects its elevated leverage of over 9 times, weak cash flow from operations and negative free cash flow. HOLIDAY SUPERMARKETS: Sale of Supermarket Assets for $135K Approved ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Holiday Supermarkets, Inc., to sell its supermarket assets at 7938 Dungan Road, Philadelphia, Pennsylvania, to Gary's Market, Inc., for $135,000. The sale is free and clear of all liens, claim, encumbrances, and interests. The Debtor will deposit the proceeds, together with all cash on hand, at its Dungan Road and Mayfair store locations as of the date of the closing, excluding cash that is earmarked for lottery, money orders, trust fund tax obligations and ATM transactions ("Operational Cash"), into a DIP account where they will remain until further order of the Court. The minimum Operational Cash to be deposited in the account will be $1,000 per week for three weeks commencing on the closing date. C&S Wholesale Grocers, Inc. and the PPCB are authorized, and will have standing, to request disbursement of the proceeds from the account by motion upon notice to all creditors and parties in interest. About Holiday Supermarkets Holiday Supermarkets, Inc., operates two supermarkets in the City of Philadelphia. Holiday Supermarkets filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 16-17541) on Oct. 26, 2016, estimating under $1 million in assets and liabilities. The Debtor is represented by David A. Scholl, Esq., at Law Office of David A. Scholl. IHEARTCOMMUNICATIONS INC: Incurs $388 Million Net Loss in Q1 ------------------------------------------------------------ iHeartCommunications, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $388.21 million on $1.32 billion of revenue for the three months ended March 31, 2017, compared to a net loss attributable to the Company of $88.49 million on $1.36 billion of revenue for the three months ended March 31, 2016. As of March 31, 2017, iHeartCommunications had $12.27 billion in total assets, $23.56 billion in total liabilities and a total stockholders' deficit of $11.29 billion. "We are a true multi-platform, 21st-century media company, leveraging our leading broadcast radio, digital, outdoor, mobile, social, live events and data businesses to continue to innovate for the benefit of our marketing partners," said Bob Pittman, chairman and chief executive officer of iHeartMedia, Inc. "This quarter the iHeartMedia segment improved its innovative programmatic solution by introducing SmartAudio - a digital data product for advertisers that combines the massive scale of broadcast radio with the power of digital data and more informed audience targeting. At Outdoor, we continue to enhance our data analytics capabilities and automated ad-buying while staying focused on building out our digital networks." Rich Bressler, president, chief operating officer and chief financial officer, said: "Our consolidated revenues, operating income and OIBDAN declined in the first quarter. Adjusting for sales and foreign exchange, however, our revenues increased. At the iHeartMedia segment, this quarter marked the sixteenth consecutive quarter of year-over-year increases in revenue. We remain focused on balancing financial discipline with investments to grow our businesses while continuing to work on our capital structure." iHeartMedia, Inc.'s Key Financial Highlights The Company's key financial highlights for the first quarter of 2017 include: * Consolidated revenue decreased 2.4%. Consolidated revenue increased 1.6%, after adjusting for a $12.8 million impact from movements in foreign exchange rates and the $40.6 million impact of the outdoor markets and businesses sold. - iHM revenues increased $18.3 million, or 2.5%. Revenues increased $27.3 million, or 3.8%, excluding political revenue. - Americas outdoor revenues decreased $3.1 million, or 1.1%. Revenues increased .7 million, or 0.2%, after adjusting for a $1.4 million impact from movements in foreign exchange rates and a $5.2 million impact from the sale of nonstrategic markets. - International outdoor revenues decreased $41.2 million, or 13.4%. Revenues increased $8.3 million, or 3.1%, after adjusting for a $14.2 million impact from movements in foreign exchange rates and a $35.4 million impact from the sale of its businesses in Australia and Turkey. * Operating income decreased $306.7 million, or 72.9%, primarily due to the net gain of $278.3 million on the sale of nonstrategic Americas outdoor markets in the first quarter of 2016 compared to the net gain of $28.6 million on the sale of its Americas outdoor Indianapolis market in the first quarter of 2017. * OIBDAN decreased 21.3% and decreased 19.0%, excluding the impact from movements in foreign exchange rates and the impact of the outdoor markets and businesses sold. A full-text copy of the Form 10-Q is available for free at: https://is.gd/8A1e2Q About iHeartMedia, Inc. / iHeartCommunications, Inc. iHeartMedia, Inc. (PINK: IHRT), the parent company of iHeartCommunications, 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 35 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications, Inc., reported a net loss attributable to the Company of $296.3 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. * * * 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." INT'L BANK OF AZERBAIJAN: Files for Court Protection in U.S. ------------------------------------------------------------ The foreign representative with respect to the judicial reorganization proceeding in the Republic of Azerbaijan concerning the International Bank of Azerbaijan sought Chapter 15 protection in the U.S. Bankruptcy Court for the Southern District of New York to aid the restructuring of some $3.3 billion in debt. IBA is the largest commercial bank in Azerbaijan. The Bank maintains an international presence through subsidiaries in Russia and Georgia and representative offices in London and Frankfurt. The Bank is also a member of the World Economic Forum's Community of Global Growth Companies and various other international financial organizations. IBA was established on December 30, 1992 under the laws of Azerbaijan as an open joint stock company with the primary purpose of commercial lending and borrowing. The Bank is majority-owned by the government of Azerbaijan. Throughout 2014-2016, the Bank and its customers were negatively impacted by adverse economic conditions that acutely affected the economy of Azerbaijan. These included a drop in oil prices and the resulting devaluation of the Azerbaijani Manat (the "AZN"). Despite several capital infusions from the government of Azerbaijan in 2014-2015 to ensure regulatory and debt-covenant compliance, the Bank suffered substantial losses in 2016. To maintain the Bank's financial stability, IBA and the government of Azerbaijan arranged for the transfer of the Bank's non-performing assets from the Bank to an existing government-backed non-banking credit institution—a solution similar to the "good bank-bad bank" model utilized in the United States following the 2007 financial crisis. But these steps were not sufficient. In 2017, the Bank determined that it needed to restructure its remaining indebtedness in a formal proceeding. On April 17, 2017, IBA's Supervisory Board adopted the Supervisory Board Resolution authorizing the Bank to petition for the commencement of a voluntary restructuring proceeding under the Restructuring Provisions of the Azeri Law on Banks. On May 4, 2017, following approval of the Bank's petition by the Azeri Financial Markets Supervisory Authority ("FMSA") (the Bank's principal financial regulator), the Azeri Court issued an order formally commencing the Azeri Restructuring Proceeding (the "Azeri Commencement Order"). U.S. Lawsuits Gunel Bakhshiyeva, the foreign representative, filed with the New York Court a verified petition seeking recognition of IBA's restructuring as "foreign main proceeding". In addition, in light of imminent risks to the Bank's day-to-day transactions with certain U.S. financial institutions, the petitioner is simultaneously seeking relief on an emergency basis in its Motion for Provisional Relief pursuant to 11 U.S.C. Sec. 1519, 1521(a)(7), and 362 The Bank now seeks ancillary relief in this Chapter 15 Proceeding in order to (i) safeguard from attachment or set-off four U.S.-located "correspondent accounts" used to complete daily USD transactions with various other financial institutions -- U.S. Correspondent Accounts; (ii) guard against burdensome U.S. lawsuits by Bank of Azerbaijan creditors during the course of the Azeri Restructuring Proceeding; and (iii) complete the restructuring of its USD-denominated debt by obtaining U.S. judicial recognition of the Azeri Restructuring Proceeding and, ultimately, the plan approved in such proceeding by vote of the Bank's creditors and confirmation order of the Azeri Court. Accordingly, in support of the Azeri Restructuring Proceeding and to ensure the preservation of going-concern value through the uninterrupted continuation of operations, the Petitioner hereby seeks recognition of the Azeri Restructuring Proceeding as a foreign main proceeding. Owned by Azeri Government IBA was established under the laws of Azerbaijan as a private entity in December 30, 1992, in the form of an open joint stock bank, with the primary purpose of commercial lending and borrowing. In October 2013, the Bank's shareholders approved a capital increase program in order to ensure compliance with capitalization ratios under Basel I and prudential standards (and, derivatively, covenants in certain of the Bank's debt facilities). Accordingly, the Bank received several tranches of capital injections through 2014 and 2015, which increased ownership of the Bank by the government of Azerbaijan, primarily through holdings by the Azeri Ministry of Finance ("Azeri MoF") and CJSC Agrarcredit ("Agrarcredit"), a State-owned non-banking credit institution. As of the Azeri petition date, the Azeri MoF held 76.73% of the Bank's equity and Agracredit held 14.56%. Domestic Operations IBA is a full-service commercial bank offering a range of financial products and services via its network of 36 branches (all located in Azerbaijan), 42 sub-branches, 3 service outlets and 2 currency exchange points across the country, making the Bank one of the most geographically diverse among Azerbaijani banks and of critical importance to customers in the country's more remote regions. Due to its diverse geographic network, the Bank is also one of the largest employers among banks in Azerbaijan, having 1,780 employees as of Dec. 31, 2016. IBA holds approximately one-third of the domestic market share on the basis of each of assets, total gross loans, and total customer deposits. The Bank provides services to more than 10,000 corporate clients, comprised almost entirely of companies operating in Azerbaijan. Corporate banking includes project financing and the provision of credit facilities denominated in both Azerbaijani Manats ("AZN") and foreign currencies, predominantly U.S. dollars ("USD"), as well as transactional services including trade finance, foreign exchange and payment service loans. The Bank is also actively involved in trade financing through a number of different instruments including letters of credit, guarantees and collections. On account of its size and capabilities, the Bank facilitates a significant portion of Azerbaijan's total business activity, including its infrastructure projects. IBA is also the largest retail bank in Azerbaijan, with approximately 747,583 retail customers. Its retail services feature a range of products including loans, debit and credit cards and deposit and current accounts. The Bank has the largest number of payment cards in Azerbaijan and is the largest provider of money transfer services, measured by the value of transfers as of Dec. 31, 2016. Finally, IBA has an international presence through subsidiaries in Russia (International Bank of Azerbaijan - Moscow) and Georgia (International Bank of Azerbaijan - Georgia), representative offices in London and Frankfurt, and its participation as a member of World Economic Forum's Community of Global Growth Companies. It is presently a member of the Azerbaijan Banks Association (ABA), the Baku Interbank Currency Exchange (BICEX) and the Baku Stock Exchange (BSE). The Bank is also a member of international organizations including the International Payment System of American Express, Banking Association for Central and Eastern Europe (BACEE), Global Growth Companies Community (GCC), World Economic Forum (WEF), SWIFT, MasterCard International, VISA International and Reuters. U.S. Operations IBA's operations include a number of connections to the United States. First, the Bank has issued USD-denominated, New York law-governed debt, namely, USD715 million in loan facilities with Cargill Financial Services International, Inc. The Cargill Facilities total approximately 31% of the Bank's total Financial Indebtedness. Second, the Bank maintains a number of U.S. bank accounts in New York that it uses in its daily operations. As a foreign bank, IBA does not have an account with the U.S. Federal Reserve. It must therefore utilize correspondent accounts -- U.S. Correspondent Accounts -- at the New York branches of U.S.-based banks -- U.S. Correspondent Banks -- in order to transact in USD. Specifically, the Bank maintains correspondent accounts at the Bank of New York Mellon ("BNYM") (the "BNYM Correspondent Account"); Citibank N.A. ("Citibank") (the "Citibank Correspondent Account"); JP Morgan Chase Bank N.A. ("JPM") (the "JPM Correspondent Account"); Deutsche Bank Trust Company Americas ("Deutsche Bank") (the "DB Correspondent Account"). When clients deposit USD with IBA, those dollars are predominantly held in one of the U.S. Correspondent Accounts through IBA's account with one of the U.S. Correspondent Banks. IBA then utilizes the U.S. Correspondent Accounts to settle transactions in USD with other financial institutions. As of the Azeri petition date, IBA held a total of approximately USD50 million in the U.S. Correspondent Accounts, although this amount fluctuates significantly as the Bank carries out various USD transactions in the ordinary course of its business. The Bank routinely transfers funds in and out of the U.S. Correspondent Accounts for a variety of business reasons, including: (i) transfers to fulfill customer transactions in USD, (ii) transfers to achieve better terms of service with the correspondent bank, (iii) transfers to reduce cost and maximize returns related to the USD accounts, and (iv) various other ordinary course transfers to optimize the Bank's foreign currency transactions. Importantly, when the Bank's corporate clients send USD funds or direct their own transactional counterparties to send USD funds to their accounts with IBA, these additional funds are held by IBA in the U.S. Correspondent Accounts. For this reason, at any time, IBA's large corporate clients could effect transfers that drastically increase or decrease the amounts in the U.S. Correspondent Accounts. Ms. Bakhshiyeva, the foreign representative, asserts that the U.S. Correspondent Accounts are vital to the Bank's continuation as a going-concern. They allow the Bank to maintain USD deposits for its corporate clients and process transactions for those clients. Critical clients whose businesses regularly require access to the U.S. Correspondent Accounts include the State Oil Company of the Azerbaijan Republic (SOCAR), British Petroleum (BP), Azerbaijani Railways, Azerbaijani Airlines, and companies involved in the Baku-Tbilisi-Ceyhan and South Gas Corridor projects. Such projects relate to the Trans-Anatolian Natural Gas Pipeline and Trans-Adriatic Pipeline, which allow for Azerbaijan gas exports to Europe and are of great importance to the economy of Azerbaijan. Loss of access to these accounts would stop the Bank from transacting in USD, according to the foreign representative. This could destroy the Bank's reputation and key client relationships and seriously call into question the Bank's ability to continue as a going concern. That is why the Bank needs the Requested Relief. Assets and Liabilities As of June 30, 2016, the Bank held a total of AZN 14.2 billion in assets (USD8.34 billion), consisting of 36.2% loans and advances to customers; 23.2% receivables from banks and other financial institutions; 20% receivables from Agracredit; 16.1% cash and cash equivalents; 2.7% other assets; and 1.8% real property, equipment and intangibles. These assets include approximately USD 50 million as of the Azeri petition date held in the U.S. Correspondent Accounts, although as noted, this amount fluctuates daily as the Bank uses these accounts to effect various USD transactions. As of June 30, 2016, the Bank's liabilities totaled AZN 13.6 billion (US$7.99 billion), consisting of: i. 60% customer accounts ii. 14.6% other borrowed funds iii. 12.3% due to other banks iv. 5.8% debt securities in issue v. 5.7% subordinated debt vi. 1.6% other liabilities In addition to its customer deposits, the Bank had financial indebtedness at the time of the Azeri petition date of US$2.3 billion, consisting of the following substantial debt facilities: i. US$715 million in the Cargill Facilities; ii. approximately US$500 million in English Law-governed bonds (the "Eurobonds"); iii. US$256 million and EUR27 million owed under English law-governed bilateral loans with Credit Suisse AG; iv. US$250 million in private placement notes issued to Emerald Capital Limited, with recourse limited solely to the proceeds of a deposit placed by Emerald Capital Limited with the Bank, governed by English law; v. a US$205 million syndicated loan, governed by English law, with Citibank as agent and various financial institutions as lenders; vi. a US$111 million loan owed to FBME Bank Ltd. governed by the law of Istanbul; vii. a US$100 million subordinated loan agreement governed by English law with Rubrika Finance Company as lender, with limited recourse (the "Subordinated Loan"); viii. EUR86.8 million and US$1.9 million in trade finance liabilities, including letters of credit with various financial institutions, governed by foreign (non-U.S.) law; and ix. English law-governed bilateral loans with ABLV Bank, AS (US$8 million) and Sberbank of Russia (US$20 million). In addition, the Bank acts as depositee on a USD 1 billion deposit from the State Oil Fund of Azerbaijan ("SOFAZ"), the sovereign wealth fund of the Republic of Azerbaijan, that is also subject to the Bank's Restructuring Proceeding (the "Affected Deposit"). About IBA's Chapter 15 Case International Bank of Azerbaijan filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11311) on May 11, 2017. The Hon. James L. Garrity Jr. is the case judge. Gunel Bakhshiyeva, appointed as foreign representative, signed the Chapter 15 petition. Thomas MacWright, Esq., Richard Graham, Esq., Laura L. Femino, Esq., and Jason N. Zakia, Esq., at White & Case LLP, serve as U.S. counsel. INTERMODAL EQUIPMENT: Rally Buying Dallas Assets for $178K ---------------------------------------------------------- Intermodal Equipment Logistics, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of specific assets of their Dallas operation to Rally Intermodal, LLC for $178,000. Objections, if any, must be filed within 21 days of the date of service. The Debtor, after significant marketing, has identified the Buyer for the assets and contracts at its Dallas location. The parties entered into Purchase and Sale Agreement dated May 2, 2017. The assets being sold are encumbered by a note and lien payable to Moody National Bank. Moody has been involved in the negotiation of the sale, and agrees to the relief sought. The Debtor is asking that the assets be sold free and clear of any and all liens held by Moody, or any other party. It has entered into Settlement Agreement with Moody that resolves all currently outstanding issues. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Intermodal_Equipment_288_Sales.pdf Subject to and upon the terms and conditions of the Asset Purchase Agreement, the Buyer will purchase from the Seller, and the Seller will grant, transfer, sell, convey, assign and deliver to the Purchaser, free and clear of all claims, Liens and Encumbrances, all rights, title and interest of the Seller in and to the Acquired Assets listed in the Asset Purchase Agreement. At any time before the Closing, the Buyer may add one or more contracts or leases to the Assigned Contracts list set forth. In the event any Assigned Contracts are assigned to the Purchaser, the Seller will be responsible for payment of any and all amounts due under the Assigned Contracts as listed and all cure costs relating to the assignment of any such Assigned Contracts and further will be responsible for any and all other obligations arising out of the assignment. The proposed sale will result in $178,000 in gross proceeds. While the proceeds are not sufficient to satisfy the lien of Moody, Moody consents to the sale to which all parties believe to be the best and highest available use of the assets at this time. As such, the sale is in the best interest of the estate. Accordingly, the Debtor respectfully asks that the Court: (a) approves the sale of the Dallas assets pursuant to the terms of the attached Asset Purchase Agreement, and (b) awards such other and further relief to which the it may be justly entitled. The Debtor asks emergency consideration of the Motion. The Buyer and the Debtor ask an immediate closing date, and the Purchase and Sale Agreement requires Court approval. The Debtor further asks that the stay otherwise imposed by Fed. R. Bankr. P. 6004(g) be waived so that the sale may proceed and close immediately. The Purchaser can be reached at: RALLY INTERMODAL LOGISTICS, L.L.C. 1515 East Barbours Cut Blvd. Suite 146 LaPorte, TX 77571 The Purchaser is represented by: PORTS AMERICA 525 Washington Blvd, Suite 1660 Jersey City, NJ 07310 Attn: General Counsel About Intermodal Equipment Logistics Intermodal Equipment Logistics, LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 14-33371) on June 16, 2014. James W. Perouty, managing member, signed the petition. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Karen K. Brown. The Debtor tapped Johnie J Patterson, Esq., at Walker & Patterson, P.C., as counsel. INTERSTATE PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Interstate Properties, LLC PO Box 190 Bonita Springs, FL 34133-0190 Case No.: 17-04172 About the Debtor: The Debtor owns a real property located in Houston County, Dothan, AL 36303. Chapter 11 Petition Date: May 14, 2017 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Michael R Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: (239) 571-6877 E-mail: mike@dallagolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by William A. Abruzzino, managing member. The Debtor failed to include a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb17-04172.pdf Pending bankruptcy cases of affiliates: Debtor/Court Petition Date Case No. ------------ ------------- -------- Center Designs, LLC 3/13/17 17-02045 Covington Place Associates, LLC 4/03/17 17-02859 Retail Designs, LLC 3/13/17 17-02044 ION GEOPHYSICAL: Incurs $23.02 Million Net Loss for First Quarter ----------------------------------------------------------------- Ion Geophysical Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $23.02 million on $32.55 million of total net revenues for the three months ended March 31, 2017, compared to a net loss of $35.03 million on $22.66 million of total net revenues for the three months ended March 31, 2016. As of March 31, 2017, Ion Geophysical had $298.1 million in total assets, $266.4 million in total liabilities and $31.77 million in total equity. The Company reported a break-even Adjusted EBITDA for first quarter 2017, compared to $(17.2) million in the same period last year. Net cash flows from operations were $2.0 million during the first quarter 2017, compared to $2.5 million in first quarter 2016. Total net cash flows including investing and financing activities were $(3.0) million, compared to $(8.3) million in first quarter 2016. Brian Hanson, ION's president and chief executive officer, commented, "As indicated in our year-end earnings call, our first quarter revenues were up compared to one year ago, driven in part by our 3D multi-client Campeche reimaging program. We continue to receive very positive feedback on the unprecedented turnaround time and significant imaging improvements we have made in both subsalt and above-salt imaging. We are seeing a significant increase in the sales pipeline for this program, as customers are looking to evaluate the data to help them make informed decisions in advance of the upcoming bid rounds scheduled later this year. We also experienced a significant increase in data library sales primarily associated with our offshore South America and our onshore North America data libraries. "Regarding our patent litigation with WesternGeco, the District Court recently indicated in a ruling from the bench that we will be ordered to pay WesternGeco an additional $5 million, when a final order is issued by the District Court. This amount is in addition to the $20.8 million award previously paid by ION in November of last year. "We continue to believe that the E&P industry reached the bottom of this cycle during 2016 as we are now seeing leading indicators of recovery. Ocean Bottom Seismic (OBS) tender activity continues to pick up and there is renewed customer interest in underwriting new venture programs for the first time in two years. We recently sanctioned three programs, which met our conservative underwriting standards, to kick off in the next 90 days. We continue to believe 2017 will deliver a modest improvement over 2016 as the market recovers. We also believe we have positioned ourselves to take full advantage of what should be a more robust 2018." The Company's cash balance, excluding borrowings under the revolving credit facility at March 31, 2017, was $39.6 million. The Company had outstanding borrowings of $10.0 million and $9.5 million remained available under its maximum $40.0 million revolving credit facility at March 31, 2017. The current available amount has been reduced due to a decline in eligible receivables that collateralize the facility. Within the E&P Technology & Services segment, data library revenues were $10.6 million, a 148% increase from first quarter 2016; new venture revenues were $6.9 million, a 110% increase; and Imaging Services revenues were $5.8 million, a 6% increase. The increase in new venture revenues was the result of the Company's 3D multi-client Campeche reimaging program and the increase in data library sales was primarily related to the Company's offshore South America and onshore North America data libraries. Within the E&P Operations Optimization segment, Devices revenues were $5.0 million, a 7% decrease from first quarter 2016. Devices continues to be impacted by reduced seismic contractor activity. Optimization Software & Services revenues were $4.3 million, flat compared to the revenues from first quarter 2016. The OBS Services segment contributed no revenues during the first quarter 2017 as its crew and vessels have been idle since completion of a survey offshore Nigeria in the third quarter 2016. The crew and vessels have remained cold-stacked, significantly reducing costs, while OceanGeo actively pursues tenders for long-term work in 2017. Consolidated gross margin was 19%, compared to (39)% in first quarter 2016. Gross margin in E&P Technology & Services increased to 17%, up from (75)% one year ago. This increase was the result of the increase in revenues associated with the Company’s higher margin Campeche reimaging program and increase in data libraries sales. E&P Operations Optimization gross margin increased to 52% during the first quarter 2017, up from 49% in first quarter 2016. Consolidated operating expenses were $20.0 million, down 6% from $21.2 million in first quarter 2016. Operating margin was (43)%, compared to (133)% in first quarter 2016. The improvement in operating margin was the result of a higher margin revenue mix, together with the impact of the $95 million annualized cost reduction initiatives enacted during 2014 - 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Tw0Cev About ION Geophysical Headquartered in Delaware, ION Geophysical is a global, technology-focused company that provides geoscience technology, services and solutions to the global oil and gas industry. The Company's offerings are designed to allow oil and gas exploration and production companies to obtain higher resolution images of the Earth's subsurface during E&P operations to reduce their risk in exploration and reservoir development. ION Geophysical reported a net loss attributable to the Company of $65.14 million in 2016, a net loss attributable to the Company of $25.12 million in 2015 and a net loss attributable to the Company of $128.25 million in 2014. * * * As reported by the TCR on Oct. 10, 2016, S&P Global Ratings raised the corporate credit rating on ION Geophysical Corp. to 'CCC+' from 'SD'. The rating action follows ION's partial exchange of its 8.125% notes maturing in 2018 for new 9.125% second-lien notes maturing in 2021. In May 2016, Moody's Investors Service affirmed ION Geophysical's 'Caa2' Corporate Family Rating, and affirmed and appended its Probability of Default Rating (PDR) at 'Caa2-PD/LD'. IRON BRIDGE: Unsecured Creditors to Get 70% Over 10 Years --------------------------------------------------------- Iron Bridge Tools, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a plan of reorganization and accompanying disclosure statement. Class 6 composed of allowed claims of Unsecured Creditors who do not elect the treatment in Class 7 is impaired. Class 6 will receive payment in an amount equal to the greater of: (i) $1,000; or (ii) a pro rata share of the Discounted Fund made available for distribution solely to holders of Allowed Class 6 Claims, but in no event to exceed 25%. The Debtor's shareholder and Principal, Glenn Robinson, will be jointly liable for payment of $600,000 of the $1,360,000 Discounted Fund. Class 7 composed of allowed claims of Unsecured Creditors are impaired. Class 7 will be paid, by the Reorganized Debtor out of monthly Cash generated from the operation of the Reorganized Debtor, 70% of their Allowed Claims, over a period of 10 years from the Effective Date in 41 quarterly payments as follows: (i) the first 24 equal quarterly payments aggregating the lesser of 30% of the Allowed Claim or $90,000 per quarter; (ii) the next 16 quarterly payments aggregating the lesser of 40% of the Allowed Claim or $115,000 per quarter; and (iii) the last quarterly payment in any remaining amount of the distribution to equal a total distribution of 70% of the Allowed Claim. The payments will commence within 90 days of the Effective Date. Payments and distributions under the Plan will be funded by the Debtor's current and ongoing business operations, which the Debtor thinks are sufficient to meet the obligations of the Plan, as well as the partial funding of the Discounted Fund by or on behalf of Mr. Robinson. A cash payment amount of $1,360,000 will be deposited and distributed for distribution by the Reorganized Debtor to Class 6 creditors who have elected to receive a pro-rata discounted distribution. Along with other consideration, including but not limited to claim subordination and relinquishment of partial equity in the Debtor, and in exchange for the releases, retention of equity and contribution to the Plan, the Debtor's principal and prepetition shareholder will be jointly and severally liable for the payment of $600,000 of the $1,360,000 Discounted Fund pursuant to this Plan. $200,000 of the Discounted Fund will be paid by, borrowed by, or otherwise paid for the benefit of Glenn Robinson. A full-text copy of the Disclosure Statement dated May 5, 2017, is available at http://bankrupt.com/misc/flsb16-17505-226.pdf About Iron Bridge Tools, Inc. Iron Bridge Tools, Inc., is a Florida corporation, founded in 2006. The Debtor manufactures and wholesales hand tools with operations in Florida, Georgia, California, Canada and China. Iron Bridge Tools manufactures for major retailers and designers such as Home Depot, Skil, OVC, Best Buy, Target, OSH, Advance Auto Parts, ROSS, Carquest among others. The Debtor's current corporate headquarters is located at 6820 Lyons Technology Circle, Suite 250, Coconut Creek, Florida 33073. The Debtor receives substantially all of its income from importing, manufacturing and wholesaling hand tools, which includes licensing of major brands names such as Husky, Bosh, and Skil to name a few. Iron Bridge Tools, Inc., filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-17505) on May 25, 2016. The petition was signed by Glenn Robinson, president. The case is assigned to Judge Raymond B. Ray. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. The Debtor is represented by Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC. The Debtor employed Frank Smith, Esq., at FMS Lawyer Law Firm as its special litigation/transactional counsel; Dan M. Delarosa, Esq., as its Special Patent Counsel; Emil Braca, Esq., as its Special Intellectual Property Infringement and Investigation Counsel. The Debtor hired Michael Moecker & Associates, Inc. as its financial advisor. Guy Gebhardt, acting U.S. trustee for Region 21, on June 21 appointed three creditors of Iron Bridge Tools, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Bonnie Giourgas, (2) Michael Block, and (3) Tony Kriz. The Committee tapped Eyal Berger, Esq., at Akerman LLP as its legal counsel. ISLA BONITA: Revises Provision on Treatment of FirstBank Claim -------------------------------------------------------------- Isla Bonita Investment and Holding Co Inc. filed its latest Chapter 11 plan of reorganization, which contains additional provisions on the treatment of FirstBank de Puerto Rico's secured claim. Under the latest plan, the company increased the allowed amount of FirstBank's Class 1 secured claim to $447,508 from $325,000. The claim, which is secured by Isla Bonita's real property, will be paid in full over 300 months or 25 years. FirstBank will receive a monthly payment of $2,681.68, including interest at 5.25% per annum. The accumulated interests on the loan, which have accrued to approximately $85,000, will be included on a separate note that will be condoned if Isla Bonita complies with the payment terms. FirstBank can continue the foreclosure action if Isla Bonita does not comply with the payment terms. Meanwhile, the latest plan reduced the total amount of allowed Class 2 general unsecured claims to $5,137.45 from $5,269.03, according to the company's latest disclosure statement filed on May 2 with the U.S. Bankruptcy Court in Puerto Rico. A copy of the first amended disclosure statement is available for free at https://is.gd/3npWmm About Isla Bonita Isla Bonita Investment and Holding Co, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06580) on August 18, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jose Guillermo Gonzalez, Esq. No official committee of unsecured creditors has been appointed in the case. On February 28, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. JOHN CURTIN: Sale of Sea Girt Property for $1.68M Approved ---------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized the sale by John E. Curtin, III and Jacqueline H. Curtin of real property located at 222 Chicago Blvd., Sea Girt, Monmouth County, New Jersey, to Shore Home Builders, Inc., for $1,675,000. The Debtors are authorized to sell the Property on the terms and conditions of the contract of sale as modified. The proceeds of sale must be used to satisfy the liens for real estate taxes and other municipal liens and the mortgage held by secured creditor U.S. Bank National Association, as trustee, on behalf of the holders of the CSMC Mortgage-Backed-PassThrough Certificates, Series 2007-3. Until such satisfaction the Property is not free and clear of those liens. The sale is free and clear of all liens not described, including without limitation, the liens set forth on Schedule A and the tax liens of the United States of America, which liens will not be paid at closing from the proceeds of sale but which, to the extent such liens are valid, will attach to the proceeds of sale with the same priority as they had encumbered the Property. A copy of the Schedule A attached to the Order is available for free at: http://bankrupt.com/misc/John_Curtin_59_Order.pdf The net proceeds of sale will be held in the trust account of the attorneys for the Debtors-in-Possession pending further order of the Court. The following professional(s) may be paid at closing: (i) 2% of the Purchase Price or $33,500 to Sitar Realty Co. for listing and marketing the Property; and (ii) 2.5% of the Purchase Price or $41,875 to Berkshire Hathaway Home Services Signature Properties for producing the Buyer. Other closing fees payable by the Debtor may be satisfied from the proceeds of sale and adjustments to the price as provided for in the contract of sale may be made at closing. The 14-day stay of Bankr. Rule 6004(h) does not apply and the sale of the Property can be consummated upon entry of the Order. John E. Curtin, III, and Jacqueline H. Curtin sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-32503) on Nov. 27, 2016. The Debtor tapped Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, LLC, as counsel. JOSEPH SLABY: Zieglers Buying Arcadia Property for $960K -------------------------------------------------------- Joseph and Cindy Slaby ask the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of real property located at App. 240ac N3144, Paul Sonsalla Ln., Arcadia, Wisconsin, to Kenneth and Karen L. Ziegler for $960,000. The objection deadline is May 26, 2017. The previous motion to sell (docket #25) and signed order approving the sale (docket #29) fell apart and never took place. The Debtors and the Buyers entered into Offer to Purchase on April 17, 2017. The sale of the real estate as set forth in the Agreement is to be sold free and clear of liens with the liens attaching to the net proceeds being sold in the order of priority. A copy of the Agreement and the list of mortgages, liens, contracts and debts against the Property attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Slaby_41_Sales.pdf The proceeds from the sale will be used in this order: a. Closing costs related to the sale of the property including the title policy commitment, transfer fees, recording fees, commissions, utility charges against the property, inspections, real estate survey (if necessary) and the attorney fees/disbursements incurred by Pittman & Pittman Law Offices, LLC for the transaction not to exceed $1,500 and other payment of bills in reference to the sale of the property as necessary to close the transaction. b. Payment of any and all delinquent and accrued real estate taxes that are not covered by the Buyers in the Offer to Purchase. c. The net proceeds of the sale will be paid to the mortgages in order of priority. d. Any funds remaining thereafter will be held in the Pittman & Pittman Law Offices, LLC Trust Account to be disbursed by future motion/Court order. Joseph A Slaby and Cindy L Slaby sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 16-14136) on Dec. 12, 2016. The Debtor tapped Greg P. Pittman, Esq., at Pittman & Pittman Law Offices, LLC, as counsel. KEMPLON MARINE: Hires Mark S. Roher as Counsel ---------------------------------------------- Kemplon Marine, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Mark S. Roher, PA as counsel, nunc pro tunc to May 5, 2017. The Debtor requires the Firm to: a. give advice to the Debtor with respect to its powers and duties as Debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Mark S. Roher, Esq., president and sole shareholder of the law firm of Mark S. Roher, PA a/k/a The Law Office of Mark S. Roher, PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Mark S. Roher, Esq. The Law Office of Mark S. Roher, PA 101 NE Third Ave., Suite 1518 Fort Lauderdale, FL 33301 Tel: (954) 353-2200 Email: mroher@markroherlaw.com Kemplon Marine, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-15732) on May 5, 2017.. The Hon. John K Olson presides over the case. KENDALL LAKE: June 8 Hearing on 2nd Amended Disclosure Statement ---------------------------------------------------------------- The hearing to consider approval of the second amended disclosure statement explaining Kendall Lake Towers Condominium Association, Inc.'s plan is set for June 8, 2017, at 11:30 A.M. Deadline for objections to disclosure statement is June 1. The Debtor's latest disclosure statement for its proposed Chapter 11 plan of reorganization created a separate class for disputed general unsecured claims, and classified the secured claim of Miami-Dade County RER in Class 2. Disputed general unsecured claims in Class 4 will be paid into escrow and held by the association in a separate account pending allowance or disallowance of the claims. Holders of Class 4 claims will receive a dividend of 75%. Kendall will pay 10% of the claims on the effective date of the plan while the remainder will be paid in 60 equal monthly installments. Meanwhile, Miami-Dade County RER will be paid in full of its secured claim. It will receive a monthly payment of $538.33 for 60 months at 4% interest. The restructuring plan will be funded by the special assessment of unit owners, according to Kendall's second amended disclosure statement filed on May 2. A copy of the disclosure statement is available for free at https://is.gd/WzhaKe About Kendall Lake Towers Kendall Lake Towers Condominium Association, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-12114) on Feb. 16, 2016. The Petition was signed by Frank Landrian, Manager. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, PA. At the time of the filing, the Debtor estimated its assets and debts at $500,001 to $1 million. Guy Gebhardt, acting U.S. trustee for Region 21, on May 3, 2016, appointed three creditors of Kendall Lake Towers Condominium Association, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Lisa M. Castellano, Esq. at Becker & Poliakoff, P.A.; (2) Andres Cuevas of York Miami Holdings, LLC, as Assignee of Cuevas & Associates, PA; and (3) Santiago J. Muinos, Esq. of Muinos & Morales, PL. KINEMED INC: Oxeia Buying BPF License for $475K ----------------------------------------------- KineMed, Inc., asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale to Oxeia Biopharmaceuticals, Inc. of its rights as licensee, under the BPF KineMed License Agreement SUN 11031 (Synthetic Ghrelin) dated as of February 2016 ("BPF License"), including all rights under a related IND approved by the U.S. Federal Drug Administration and rights to purchase certain batches and supplies of the licensed compound (synthetic ghrelin) from a manufacturer ("Related Rights"), entered into between the Debtor and Biopharma Forest, Inc. pursuant to a certain Assumption And Assignment Agreement (SUN 11031), for an aggregate purchase price of $475,000. A hearing on the Motion is set for June 8, 2017 at 10:00 a.m. The Debtor's chapter 11 petition was filed after its secured lender, Midcap Financial Trust, as successor agent to MidCap Funding V, LLC, served on the Debtor notice of an intended foreclosure sale of its assets, scheduled for May 5, 2016. Prior to the Petition Date, the Debtor was focused on applying its assays of metabolic process across a host of diseases in order to de-risk and advance drug development, with a particular focus on muscle-wasting diseases and fibrotic diseases. Its primary assets were encompassed in an exclusive license ("Platform License") of biomarker platform technology developed by it ("Platform Technology"). On Feb. 3, 2017, the Court entered its order granting the Debtor's Motion (A) Sale of Biomarker Platform Technology Free and Clear of Liens; and (B) Assumption and Assignment of Platform License, and authorizing the Debtor to sell and assign to GlaxoSmithKline Intellectual Property Development Ltd. ("GSK") the Platform License in exchange for a cash purchase price and a sublicense of the Platform Technology back to the Debtor. The Debtor is in the process of completing that approved sale, which is expected to close in May 2017. The recent completion of the approved sale to GSK resulted in full satisfaction of the Debtor's secured obligations owing to MidCap, pursuant to a compromise agreement between the Debtor and MidCap, as earlier approved by the Court. The sale also produced net cash proceeds for the estate. The Debtor intends to reorganize through a plan of reorganization, coupled with new investment capital and based on development of new proprietary drugs through the use of the Platform Technology sublicensed from GSK. The sale and assignment proposed in the Motion will assist in preparation of a plan of reorganization by providing the Debtor with additional net cash proceeds, to be used either for the reduction of its postpetition secured financing, as described below, or for development purposes. Among the Debtor's other intellectual property assets are its rights as a licensee under the BPF License and the Related Rights ("Transferred Assets"), with respect to a compound known as synthetic ghrelin or SUN 11031. SUN 11031 is an appetitestimulating agent for possibly treating involuntary weight loss in Lou Gehrig's Disease ("ALS") and in the elderly, among other conditions. SUN 11031 has been approved by the FDA for entry into Phase 2 clinical trials in ALS. The Related Rights include the IND (investigational new drug) application approved by the FDA that entitles the Debtor to commence Phase 2 clinical trials of SUN 11031, and also includes as certain rights to purchase batches or samples of the compound from its manufacturer. The Debtor believes that development of SUN 11031 has great potential, and that the approved IND is of substantial value. However, the Debtor lacks the substantial capital that would be required to develop and de-risk the compound, which would require several years to complete. In addition, the BPF License contains significant deadlines for drug development and financing that the Debtor is unable to satisfy. Assumption of the BPF License without concurrent assignment to a third party with sufficient ability to perform under the license is therefore not feasible. Accordingly, in its chapter 11 case, the Debtor has sought an appropriate party to purchase its rights under the BPF License, with the cooperation of BPF. Those efforts identified two parties that made written proposals for the purchase of those rights. One of those two proposals, made by Oxeia, was significantly higher and better than the other proposal, upon terms approved by BPF. The Debtor therefore entered into further negotiations with Oxeia and BPF, and Oxeia conducted and completed its due diligence, resulting in the Assignment Agreement. Among the Debtor's obligations as a licensee under the BPF License is the obligation to commence development, and demonstrate adequate funding therefor, by deadlines set in the license. The Debtor cannot meet those deadlines, and BPF alleges that the Debtor is in default on that basis as well as other grounds. The Debtor believes that in the event of rejection of the BPF License, BPF would be liable for the return of a payment made by the Debtor on April 18, 2016, within 90 days prior to the Petition Date, in the amount of $51,079. The Debtor believes that such preference liability would be contested by BPF. The Debtor and BPF have agreed to release each other from any existing liabilities, including any liabilities arising from the BPF License or allegedly preferential transfers, as a compromise incorporated into the terms of the Assignment Agreement. In December 2014, the Debtor entered into a loan agreement with MidCap. The loan is secured by all of the Debtor's tangible and intangible personal property, which include the BPF License. The Debtor has entered into a settlement agreement with MidCap that provides for the reduction and elimination of MidCap's claim and liens, and that agreement has been approved by the Court. Following the Petition Date, on June 7, 2016, the Court entered its final order approving a secured postpetition loan provided by KineMed DIP Lenders, LLC ("DIP Lender"), a limited liability company composed of certain of the Debtor's shareholders. In conjunction with the postpetition financing, the Debtor and the DIP Lender entered into a loan agreement, a secured promissory note, and a security agreement. As approved by the Court, the DIP Lender's liens encumber all of the Debtor's tangible and intangible personal property, including the BPF License. It is the Debtor's understanding that the DIP Lender presently asserts a balance in excess of $570,000 owing under its loan, including principal, interest and allowed fees and other charges. As reflected in the DIP Lender's counsel's letter dated April 7, 2017, the DIP Lender has consented to a sale and assignment of its collateral to Oxeia, pursuant to the Assignment Agreement, free and clear of its liens, provided that the net proceeds of such sale will be encumbered by such liens to the same extent, priority and validity as presently exist. As of Oct. 24, 2016, the Debtor entered into the MidCap Agreement with MidCap, which the Court approved on Dec. 2, 2016. Under the terms of the MidCap Agreement, MidCap agreed to accept the amount of $1,000,000 in full satisfaction of its secured claim of roughly $4,000,000. Of that amount, $500,000 was paid earlier to MidCap from the Debtor's cash collateral account, leaving only $500,000 to be paid to MidCap from the net sale proceeds of the Platform License. That remaining amount was paid to MidCap upon the closing of the GSK sale, on May 2, 2017. Accordingly, MidCap no longer holds any lien against the BPF License, and therefore there is no need to sell free and clear of MidCap's lien. Under the terms of the Assignment Agreement, the Debtor, Oxeia and BPF have agreed upon these terms of sale and assignment, subject to Court approval: a. Assignment of BPF License: The Debtor will also assume and assign to Oxeia the BPF License and the Related Rights, and BPF will consent to such assumption and assignment. All post-closing obligations of the licensee under the BPF License will be the sole responsibility of Oxeia. b. Consideration Paid to Debtor: Concurrent with the assignment of the license to Oxeia, Oxeia will pay to KineMed the sum of $350,000 as consideration therefor. In addition, in the event that Oxeia purchases certain supplies or batches of SUN 11031 from BPF or the manufacturer, either at closing or in the future, Oxeia will pay to the Debtor the additional consideration of $125,000. c. Amendment of License: Concurrent with the assignment of the BPF License to Oxeia, Oxeia and BPF will enter into an amendment agreement, pursuant to which those parties will agree on multiple substantive and economic changes to the terms of the BPF License. d. Release of Claims: The Debtor, Oxeia and BPF will generally and mutually release each other from all claims, known or unknown, other than those arising under or preserved by the Assignment Agreement. Without limiting the generality of the foregoing, the mutual release will compromise all claims between the Debtor and BPF – the Debtor will effectively release any claims for preference or avoidance, and BPF will effectively release any claims of breach or delinquencies of the licensee. The assumption and assignment of the BPF License is an essential part of allowing the Debtor to effectuate a plan of reorganization, and is demonstrably more beneficial to the estate than any feasible alternative. As such, the assumption and assignment of the BPF License is well within the sound business judgment parameters discussed. BPF has consented to the sale and assignment of the BPF License. In addition, absent such consent, the Debtor believes that the terms of the license would provide consent as part of the restructuring of the Debtor. In any event, given BPF's express consent, the BPF License and the BPF Patents are assumable and assignable to Oxeia. The Debtor submits that the proposed transaction is supported by sound business reasons, is based on reasonable sale terms that are in its and its estate's best interests. The Debtor expects to propose a plan of reorganization to allow for the recapitalization of the Debtor, with its emergence from chapter 11 accompanied by a business plan capitalizing on de-risking proprietary compounds by use of the platform technology retained by sublicense within the Debtor. The plan is expected to provide for new capital for the reorganized company, together with the conversion of some or all debt to equity. Accordingly, the Debtor asks the Court to (i) approve the sale, assumption and assignment of the BPF License and the Related Rights to Oxeia pursuant to the Assignment Agreement, free and clear of the DIP Lender's liens; and (ii) authorize the release of claims between the Debtor and BPF, as set forth in the Assignment Agreement. A copy of the Assignment Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/KineMed_183_Sales.pdf About KineMed Inc. Headquartered in Emeryville, California, KineMed Inc. has developed and validated a proprietary drug development platform to clinically advance drugs more efficiently and with less risk for later sale/out-license. KineMed is creating a pipeline of high value drug assets in muscle-wasting and fibrotic diseases. The pipeline is focused on Phase 2 trials with synthetic Ghrelin, to address CKD & muscle wasting in the elderly. KineMed filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 16-41241) on May 4, 2016, estimating its assets at $10 million to $50 million and debts at $1 million to $10 million. The petition was signed by David M. Fineman, chairman and chief executive officer. Judge Roger L. Efremsky presides over the case. Merle C. Meyers, Esq., at Meyrs Law Group, PC, serves as the Debtor's bankruptcy counsel. The Debtor hired Gordian Investments LLC as investment banker, and FisherBroyles LLP as special counsel. KSM INTERNATIONAL: Court Okays Disclosures, Confirms Plan --------------------------------------------------------- The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado has approved KSM International, LLC's disclosure statement and confirmed the plan of reorganization. As reported by the Troubled Company Reporter on March 21, 2017, the Debtor filed with the Court a disclosure statement to accompany its plan of reorganization, dated March 10, 2017. Class 3, Unsecured Creditors, is impaired under the plan. Class 3 claimants will receive pro-rata distributions equal to 2.5% of the KSM Gross Revenue generated over two years commencing on the Effective Date less amount necessary to pay Unclassified Priority Claims and the Class 2 claim. Payments will be made semi-annually commencing 6 months from the Effective Date. About KSM International KSM International, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20499) on Oct. 25, 2016. The petition was signed by Kristin Morelli, manager. The Debtor is represented by Kutner Brinen P.C. Brock and Company CPAs, PC, serves as its accountant. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. LAS VEGAS JOHN: Court Confirms Ch. 11 Plan of Liquidation --------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada issued an order dated May 5, 2017, confirming Las Vegas John, L.L.C.'s Chapter 11 plan of liquidation, as amended, and a final order approving the disclosure statement explaining the Plan. The Plan is amended to resolve the issues raised by the U.S. Trustee. A full-text copy of the Confirmation Order is available at: http://bankrupt.com/misc/nvb16-142-73-158.pdf About Las Vegas John Las Vegas John, L.L.C., filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14273) on Aug. 3, 2016. The petition was signed by Dmitrios P. Stamatakos, managing member. The Debtor is represented by Matthew C. Zirzow, Esq., at Larson & Zirzow. The case is assigned to Judge August B. Landis. The Debtor estimated assets at $1 million to $10 million and debts at $500,000 to $1 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. LENSAR INC: Completes Strategic Financial Restructuring ------------------------------------------------------- LENSAR, Inc., a global leader in next generation femtosecond laser technology for refractive cataract surgery, and PDL BioPharma, Inc. on May 11 announced the completion of LENSAR's financial restructuring with a court-approved exit plan finalized on May 11, 2017. As part of the plan, PDL will convert most of its debt to an equity ownership position. LENSAR will become a wholly-owned subsidiary of PDL, and PDL will begin to consolidate LENSAR's financial statements. With the debt reduction, the LENSAR company balance sheet is significantly strengthened and, under PDL's new ownership, LENSAR is well positioned to support its future growth and continued leadership in the femtosecond laser assisted refractive cataract surgery sector. The reorganization agreement was confirmed by the bankruptcy court in Wilmington, Delaware. "This process has been necessary to achieve the full potential of our femtosecond technology and continue to deliver best-in-class service to our customers and their refractive cataract patients," said Nicholas Curtis, chief executive officer of LENSAR. "Importantly, our focused efforts have achieved this successful end-goal on schedule. We are extremely pleased with this outcome and look forward to continuing our strong partnership with PDL." Since announcing the reorganization under Chapter 11 in December 2016, LENSAR has maintained its normal business operations, including the commercial roll out in January 2017 of LENSAR's third system upgrade in less than two years. Most recently, LENSAR announced the FDA clearance of data integration to the LENSAR(R) Laser System with Streamline III™ from the popular Pentacam(R) tomographers from OCULUS. "PDL Biopharma remains committed to the success of LENSAR and its promising refractive cataract technology," said John P. McLaughlin, president and chief executive officer of PDL. "Working closely with the team at LENSAR, we have supported operations at an optimal level throughout this process. Consequently, important service, manufacturing and regulatory milestones have been achieved, positioning the company for success moving forward." About PDL BioPharma Inc. PDL BioPharma (NASDAQ: PDLI) seeks to optimize its return on investments so as to provide a significant return for its shareholders by acquiring and managing a portfolio of companies, products, royalty agreements and debt facilities in the biotech, pharmaceutical and medical device industries. In late 2012, PDL began providing alternative sources of capital through royalty monetization and debt facilities and in 2016, began making equity investments in commercial stage companies. PDL has committed over $1.4 billion and funded approximately $1.1 billion in these investments to date. About LENSAR, Inc. Lensar, Inc. -- http://www.lensar.com/-- is involved in next generation femtosecond laser technology for refractive cataract surgery. The LENSAR Laser System with Streamline II offers cataract surgeons automation and customization of essential steps of the refractive cataract surgery procedure with the highest levels of precision, accuracy, and efficiency, while optimizing overall visual outcomes. Lensar, Inc., filed a chapter 11 petition (Bankr. Del. Case No. 16-12808) on Dec. 16, 2016. The petition was signed by Nicholas T. Curtis, chief executive officer. The Debtor estimated $50 million to $100 million in assets and liabilities. Matthew Summers, Esq., at Ballard Spahr LLP, represents the Debtor. Epiq Bankruptcy Solutions, LLC, serves as notice and claims agent and administrative advisor. An official committee of unsecured creditors has not yet been appointed in the case. On Jan. 24, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. The plan, which proposes to pay general unsecured creditors in full, will be funded through exit loan to be provided by PDL Biopharma Inc. and cash on hand. M.A. GONZALEZ: Plan Outline Okayed, Plan Hearing on May 30 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Louisiana will consider approval of the Chapter 11 plan of reorganization for M.A. Gonzalez Properties, LLC, at a hearing on May 30. The hearing will be held at 10:00 a.m., at Courtroom B709, 500 Poydras Street, New Orleans, Louisiana. The court on May 2 approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order set a May 23 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. About M.A. Gonzalez Properties Based in Metairie, Louisiana, M.A. Gonzalez Properties, LLC filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12851) on Nov. 21, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Mario A. Gonzalez, manager. Judge Elizabeth W. Magner presides over the case. Markus E. Gerdes, Esq., at Gerdes Law Firm, L.L.C., as bankruptcy counsel. On March 21, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. MAGELLAN CHRISTIAN: Unsecureds to Recoup 100% Plus 4.5% per Annum ----------------------------------------------------------------- Magellan Christian Academies of Arizona, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement accompanying the plan of reorganization filed by S. Cary Forrester, the Chapter 11 Trustee, on May 3, 2017. Class 4 General Unsecured Claims -- estimated at $8,505.84 -- are impaired by the Plan. These claims will be paid within nine months after the Effective Date. The Allowed Class 4 Claims will be paid in full, together with interest at the rate of 4.5% per annum from and after the Petition Date, from Debtor's net monthly income, but only after allowed administrative claims, allowed Class 1 and 2 Priority Claims, and the allowed Class 3 Secured Claim have been paid in full. The funding source for the Plan is the net income generated from the operation of Debtor's business A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb14-12657-337.pdf Headquartered in Mesa, Arizona, Magellan Christian Academies of Arizona, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 14-12657) on Aug. 15, 2014, estimating its assets and liabilities at between $50,001 and $100,000 each. D. Lamar Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, P.C., serves as the Debtor's bankruptcy counsel. S. Cary Forrester was appointed as Chapter 11 Trustee for the Debtor and its estate on August 7, 2015. The Chapter 11 trustee can be reached at: FORRESTER & WORTH, PLLC 3636 North Central Avenue, Suite 700 Phoenix, AZ 85012 Tel: (602) 258-2728 Fax: (602) 271-4300 Email: SCF@FORRESTERANDWORTH.COM MARINA BIOTECH: Continues to Offer 2.2-M Common Shares ------------------------------------------------------ Marina Biotech, Inc. filed a post-effective amendment No. 4 to the Form S-3 on Form S-1 registration statement on May 5, 2017. Marina Biotech previously filed a shelf registration statement on Form S-3 on Aug. 2, 2010 (No. 333-168447) and a registration statement on Form S-3 on July 25, 2011. Commencing on Feb. 2, 2012, the Company's securities were delisted from the Nasdaq Global Market and began being quoted on the OTC Markets. Consequently, the Company was no longer eligible to use Form S-3. On Dec. 19, 2012, the Company filed a Post-Effective Amendment to Form S-3 on Form S-1 to amend each of the Registration Statements into a registration statement on Form S-1 to maintain the registration of certain securities previously registered on each of such Registration Statements, which Original Post-Effective Amendment was declared effective by the Securities and Exchange Commission on Feb. 11, 2013, and which was amended by the filing of a second Post-Effective Amendment on Jan. 28, 2013, and a third Post-Effective Amendment on Sept. 17, 2014. The Post-Effective Amendment to Form S-3 on Form S-1 was filed to update the information contained in the Original Post-Effective Amendment and the amendments thereto. Pursuant to Rule 429 under the Securities Act, the prospectus included in this registration statement is a combined prospectus, and this registration statement constitutes a post-effective amendment to each of the Registration Statements. The Registration Statements registered, in relevant part, the following securities: (i) the issuance of 637,500 shares of common stock, warrants to purchase up to 111,308 shares of common stock, and 111,308 shares of common stock issuable form time to time upon exercise of these warrants, issued pursuant to the Prospectus Supplement dated Feb. 10, 2011, filed with the SEC on Feb. 10, 2011; and (ii) the issuance from time to time of 4,461,200 shares of common stock upon exercise of the Series A Warrants offered pursuant to the registrant's May 2011 offering of common stock and warrants, issuable pursuant to the Prospectus dated Nov. 2, 2011. The Post-Effective Amendment No.4 was filed to continue the registration of: (i) 111,308 shares of common stock issuable from time to time upon exercise of the warrants issued in the February 2011 offering subject to the February 2011 Prospectus Supplement; and (ii) 2,100,545 shares of common stock issuable from time to time upon exercise of the Series A Warrants subject to the November 2011 Prospectus. All filing fees payable in connection with the registration of these securities were previously paid in connection with the filing of the Registration Statements. The Company's common stock is traded on the OTCQB under the symbol "MRNA". On May 3, 2017, the last reported sale price for the Company's common stock as reported on OTCQB was $0.38 per share. A full-text copy of the regulatory filing is available at: https://is.gd/in4T0B About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $837,143 on $0 of revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.11 million on $0 of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Marina Biotech had $6.18 million in total assets, $2.96 million in total liabilities and $3.21 million in total stockholders' equity. Squar Milner LLP, in Los Angeles, California, 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 and negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. MARINE ACQUISITION: S&P Affirms 'B' CCR Amid Term Loan Add-On ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Litchfield, Ill.–based Marine Acquisition Holdings Inc. (d/b/a SeaStar Solutions). The rating outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's proposed upsized and amended $370 million term loan B due 2021, which includes the proposed $70 million add-on. S&P expects the company to use proceeds from the term loan add-on to acquire a leading manufacturer of fuel tank and diurnal systems for the recreational boating market. The recovery rating on this debt remains '3', indicating S&P's expectation for meaningful recovery (50% to 70%; rounded estimate: 60%) for lenders in the event of a payment default. The recovery rating remains '3' because recovery prospects for lenders are not meaningfully impaired, despite additional secured debt in the capital structure, due to a higher assumed emergence valuation from the incremental EBITDA contribution from the acquisition. "We are affirming the 'B' corporate credit rating despite the proposed incremental leverage the company would assume upon close of the transaction because it does not meaningfully impair SeaStar's financial risk," said S&P Global Ratings credit analyst Jing Li. S&P views the acquisition favorably because it is a good fit that adds to SeaStar's portfolio of mission critical, engineered recreational boating components and the transaction adds modest incremental leverage compared to our previous base case forecast. The rating continues to incorporate S&P's view that financial sponsor-owned companies will periodically engage in debt-financed acquisitions or dividend recapitalizations. In addition, increased leverage from the proposed transaction remains below S&P's 7x adjusted debt to EBITDA downgrade threshold. The stable outlook reflects S&P's expectation for good revenue growth in the company's marine OEM and aftermarket channels, resulting in leverage improving to the mid-4x area in 2018. S&P also expects good EBITDA interest coverage in the 4x area through 2018. S&P could lower the rating if operating performance deteriorates meaningfully or if SeaStar increases leverage meaningfully to pursue a large acquisition or to fund additional distributions to shareholders, such that adjusted debt to EBITDA remains above 7x, EBITDA coverage of interest deteriorates to below 2x, or the company's liquidity becomes constrained. Ratings upside is limited given the company's financial sponsor ownership. However, S&P could consider raising the rating by one notch if it felt confident that SeaStar and its financial sponsors were willing to sustain leverage (including acquisitions and returns of capital to shareholders) below 5x adjusted debt to EBITDA. MARRONE BIO: PRIMECAP Management Holds 8.8% Stake as of April 30 ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, PRIMECAP Management Company disclosed that as of April 30, 2017, it beneficially owns 2,702,870 shares of common stock of Marrone Bio Innovations, Inc. representing 8.86 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/tPHxxR About Marrone Bio Marrone Bio makes bio-based pest management and plant health products. Bio-based products are comprised of naturally occurring microorganisms, such as bacteria and fungi, and plant extracts. The Company's current products target the major markets that use conventional chemical pesticides, including certain agricultural and water markets, where the Company's bio-based products are used as alternatives for, or mixed with, conventional chemical products. The Company also targets new markets for which (i) there are no available conventional chemical pesticides or (ii) the use of conventional chemical pesticides may not be desirable or permissible either because of health and environmental concerns (including for organically certified crops) or because the development of pest resistance has reduced the efficacy of conventional chemical pesticides. All of the Company's current products are approved by the United States Environmental Protection Agency and registered as "biopesticides." Marrone Bio reported a net loss of $31 million on $14 million total revenue for the year ended Dec. 31, 2016, compared with a net loss of $43.7 million on $9.8 million total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company had $46 million total assets, $76.2 total liabilities, and a $30.2 million total stockholders' deficit. Ernst & Young LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred losses since inception, has a net capital deficiency, and has additional capital needs that raise substantial doubt about its ability to continue as a going concern. MARSH SUPERMARKETS: 44 Locations Business as Usual -------------------------------------------------- Marsh Supermarkets, LLC, on May 11 disclosed that it has filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware, a step the Company has taken to enable its business operations to continue normally as it seeks a buyer for all or part of the 86-year-old grocery store chain. All of the Company's 44 locations will continue normal operations throughout this process. "While [Thurs]day's decision was extremely difficult, we believe this action is necessary to preserve the value of the business as we seek a sale," said Chief Executive Officer Tom O'Boyle. "After reviewing every alternative, we concluded that Chapter 11 clearly provides the most effective and efficient means to ensure the best recovery for the Company's stakeholders." The Company has retained Peter J. Solomon Company as investment bank to market its assets. The Chapter 11 filing permits daily operations to continue without interruption. The stores will remain open and serving customers, employees will continue to receive their usual salary and benefits, and goods and services purchased by the Company, after the May 11, 2017 filing date, will be paid for in the ordinary course of business. As is customary, the filing triggers an automatic stay, which precludes the Company from paying amounts owed for pre-petition goods and services without a Court order. The Company has asked the Bankruptcy Court's permission to use its available cash to fund operations during this period, since the Company's Secured Lenders have already agreed to allow the Company to do so. The Company expects to have sufficient liquidity to fund operations throughout the sale process. Besides use of its cash, the Company also has sought approval to pay its employees and provide benefits as normal, to continue customer programs as normal, and to continue the closing store sales at select locations. Marsh Supermarkets was founded in Muncie, Indiana, in 1931 by Ermal Marsh. Throughout its history, Marsh has been a leader in technology, becoming the nation's first grocery chain to ring up purchases with electronic scanners and the first to adopt a system that wirelessly delivers coupons to customers' smart phones as they shop. As a company that has long been a landmark in its region, Marsh is hoping to find the right buyer so that we can continue to serve families across Indiana and Ohio. In recent years, the Company has struggled to compete effectively against larger national and regional chains that have made the Indiana and Ohio grocery marketplace among the nation's most competitive. The crowded environment has led to price-cutting and other forms of promotional activity that have put profit margins under extreme pressure. Marsh has reacted this year by closing 21 unprofitable stores and, in late April, the sale of its in-store pharmacy business to Hook-SupeRx, L.L.C., a subsidiary of CVS Pharmacy. The result is a chain of 44 stores that Marsh believes can be a valuable acquisition or merger partner for a grocery company or other buyer. Marsh is represented by Robert S. Brady and Michael R. Nestor of the law firm Young Conaway Stargatt & Taylor, LLP. Lee Diercks, Partner of the Clear Thinking Group LLC, is acting as Chief Restructuring Officer and Clear Thinking Group LLC is acting as the Company's Financial Advisor. Headquartered in Indianapolis, Indiana, Marsh Supermarkets Holding, LLC is an independent grocery retailer with the substantial majority of their stores operating under the Marsh Supermarkets banner, and a handful of stores operate as O'Malia Food Markets. MARSH SUPERMARKETS: Proposes June 12 Auction for Stores ------------------------------------------------------- Marsh Supermarkets Holding, LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with their sale of substantially all assets by auction. The Debtors are an independent grocery retailer in Indiana and Ohio, and as of the Petition Date, they operate a total of 60 stores in Indiana and Ohio ("Remaining Stores"). Prior to the Petition Date, when they began experiencing financial difficulties, in addition to a number of other restructuring initiatives, the Debtors completed a comprehensive review of the performance of all of their retail stores to analyze, among other things, the profitability and viability of each store location. The results of this analysis led to the Debtors: (i) ceasing operations at and exiting 11 of their stores ("Dark Stores"); and (ii) planning an orderly liquidation of and exit from 19 underperforming and/or unprofitable Remaining Stores in an effort to conserve resources and maximize utility ("Closing Stores"). Accordingly, concurrently with the filing of the Motion, the Debtors have filed a motion asking to reject the Dark Stores effective as of Petition Date, and the Closing Stores Motion for authority to conduct closing store sales at the Closing Stores to the extent that such sales did not finish prior to the Petition Date. The rest of the Debtors' Remaining Stores collectively represent the Debtors' most valuable store locations ("Core Stores"). As part of their overall strategy for these chapter 11 cases, the Debtors have decided, in their business judgment, to sell all or substantially all of their Assets, including the Core Stores, in order to further maximize recoveries for the benefit of their estates and their creditors. In pursuit of the Sale, in September 2016, the Debtors engaged Peter J. Solomon Co. ("PJS") as their investment banking advisor to solicit interest from third parties in a going concern transaction. In total, PJS has thus far contacted more than 40 parties, approximately 35 of which have entered into confidentiality agreements in connection with receiving access to the Debtors' confidential information. Despite this interest, going concern buyers for the Debtors have not yet emerged, however, some of these parties are still engaged in active due diligence. The Debtors, with the assistance of PJS, are continuing to actively market the Assets for sale to potential buyers in connection with these chapter 11 cases. The Debtors seek authority to proceed with the robust bidding and auction process set forth in order to consummate a sale that will generate maximum value for the Assets. Additionally, the Bidding Procedures will provide clarity as to the bidding and auction process to all interested parties, and they create an appropriate timetable for the Sale, consistent with the milestones under the cash collateral order and the Debtors' current liquidity position. The salient terms of the Bidding Procedures are: a. Potential Bidder: Any person or entity that wishes to participate in the bidding process for the Assets who has, or can obtain, the financial wherewithal and any required internal corporate, legal or other authorizations to close a sale transaction and can provide adequate assurance of future performance under any executory contracts and unexpired leases to be assumed by the Debtors and assigned to such bidder in connection with the Sale. b. Qualifying Bid: Other than in the case of a bid submitted by the Stalking Horse Purchaser or the Senior Lien Agent, in its capacity as such, a bid must be received from a Qualifying Bidder on or before the Bid Deadline and satisfy each of the bid requirements, including, but not limited to, (i) a purchase price to be paid by such Qualifying Bidder; (ii) not propose payment in any form other than cash; (iii) state the liabilities proposed to be paid or assumed by such Qualifying Bidder; (iv) a Stalking Horse APA; be accompanied by a Modified APA that reflects any variations from the APA and, if applicable, a Stalking Horse APA; (v) a commitment to close the transactions contemplated by the Modified APA by June 19, 2017; (vi) in the event that there is a Stalking Horse Purchaser, the aggregate consideration proposed by the Qualifying Bidder must equal or exceed the sum of the amount of (A) any Stalking Horse Purchase Price, (B) any Break-Up Fee, (C) any Expense Reimbursement, and (D) $100,000; and (vii) provides a good faith cash deposit in an amount equal to 10% of the purchase price. c. Bid Deadline: June 7, 2017 at 5:00 p.m. (ET) d. Evaluation of Qualifying Bids: In the event that a bid is determined not to be a Qualifying Bid, the Qualifying Bidder will be notified by the Debtors and will have until June 8, 2017 at 5:00 p.m. to modify its bid to increase the purchase price or otherwise improve the terms of the Qualifying Bid for the Debtors. e. No Qualifying Bids: If no timely Qualifying Bids other than any Stalking Horse Purchaser's Qualifying Bid are submitted on or before the Bid Deadline, the Debtors will not hold an Auction and will request at the Sale Hearing that the Court approve the Stalking Horse APA and the transactions contemplated thereunder. f. Auction: The Auction will be held on June 12, 2017, at a time and location to be determined and announced by a filing on the docket of these chapter 11 cases, or such other date and time as the Debtors. g. Prior to the Sale Hearing, the Successful Bidder will complete and execute all agreements, contracts, instruments and other documents evidencing and containing the terms and conditions upon which the Successful Bid was made. h. Sale Hearing: June 15, 2017 The Debtors submit that the Bidding Procedures are fair, transparent and will derive the highest or best bids for the Assets. Therefore, the Debtors ask the Court to approve the Bidding Procedures, including, without limitation, the dates established thereby for the Auction and the Sale Hearing. The Bidding Procedures establish these key dates for the sale process: a. May 26, 2017 - Assumption Notice deadline b. May 29, 2017 - Deadline to Designate Any Stalking Horse Purchaser c. June 7, 2017 at 5:00 p.m. - Bid Deadline d. June 8, 2017 at 4:00 p.m. - Sale Objection Deadline; Contract Objection Deadline e. June 8, 2017 at 5:00 p.m. - Deadline for Qualifying Bidder to Submit Revised Bid if its Initial Bid was Not Deemed a Qualifying Bid f. June 9, 2017 - Deadline for Debtors to Designate Qualifying Bids g. June 11, 2017 - Deadline for Debtors to Designate Baseline Bid h. June 12, 2017 - Auction, at a time and location to be determined and announced by a filing on the docket of these chapter 11 cases, or such other date and time as the Debtors, after consultation with the Baseline Bidder and the Consultation Parties, may notify Qualifying Bidders who have submitted Qualifying Bids; provided that such other date and time is no earlier than two business days following the delivery of such notice i. June 13, 2017 - Deadline to File Notice of Successful Bidder j. June 13, 2017 - Deadline to Serve Notice of Successful Bidder and Successful Bidder's Adequate Assurance Information not later than two hours prior to the commencement of the Sale Hearing Adequate Assurance Objection Deadline for Successful Bidders Other Than the Stalking Horse Bidders and for Additional Contracts k. June 13, 2017 - Debtors' Deadline to Reply to Sale Objections l. June 15, 2017 - Sale Hearing The proposed timeline for the Sale is driven, in part, by the terms and provisions of the Cash Collateral Order. The Debtors respectfully submit that the timeline set forth in the Bidding Procedures are reasonable and necessary under the circumstances of these chapter 11 cases. Such timeline provides an approximately four-week period between the filing of the Motion and the Bid Deadline, which will allow parties in interest sufficient time to formulate bids for the Assets. To facilitate the Sale, the Debtors ask authority to assume and assign to any Stalking Purchaser or, absent any Stalking Horse Purchaser or in the event the Stalking Horse Purchaser is not the Successful Bidder, then to the Successful Bidder, the Assumed Contracts in accordance with the Assumption and Assignment Procedures. On May 26, 2017, the Debtors will serve Counterparties the Assumption Notice. Any Contract objection must be filed by 4:00 p.m. (ET) on June 8, 2017. The Debtors believe that the Bid Protections, which will represent, in the aggregate, no more than 3 of any Stalking Horse Purchase Price, are well within market, and fair and reasonable in amount in light of the size and nature of the proposed Sale, and the efforts that will be have been expended by any Stalking Horse Purchaser in connection with negotiating and entering into any Stalking Horse APA, which will serve as the baseline for other bids for the Assets. For this, the Debtors respectfully ask that the Court authorizes the Bid Protections. The Debtors propose that the Senior Lien Agent, in its capacity as such under the Senior Lien Credit Agreement, who holds claims that are secured by valid, binding, enforceable, non-avoidable and perfected liens on and security interests in substantially all of the Assets pursuant to the terms of the Cash Collateral Order, be entitled to credit bid all or a portion of the Senior Prepetition Obligations and as provided for in the Cash Collateral Order and the Bidding Procedures. The Debtors submit that their decision to consummate the Sale represents a reasonable exercise of their business judgment. Among other things, the Assets, which include the Core Stores, represent some of their most valuable store locations. The Debtors will continue to conduct an extensive and fulsome process to market the Assets. The open and fair auction and sale process contemplated by the Bidding Procedures will ensure that their estates receive the highest or best value available for the Assets by allowing the market to test the purchase price of the Assets, and will provide a greater recovery than would be provided by any other available alternative. Accordingly, the Debtors ask entry of: (a) the Bidding Procedures Order (i) scheduling a date for the Sale Hearing, (ii) authorizing and approving the Bidding Procedures, the Assumption and Assignment Procedures, and the Bid Protections, and the form and manner of notice thereof, and (iii) granting related relief; and (b) the Sale Order (i) authorizing and approving the Debtors’ entry into any Stalking Horse APA or, absent any Stalking Horse Purchaser or in the event the Stalking Horse Purchaser is not the Successful Bidder, then an APA with the Successful Bidder, (ii) authorizing and approving the Sale, free and clear of all Encumbrances, (iii) authorizing and approving the assumption and assignment of the Assumed Contacts to any Stalking Horse Purchaser or, absent any Stalking Horse Purchaser or in the event the Stalking Horse Purchaser is not the Successful Bidder, then to the Successful Bidder; and (iv) granting related relief. Any delay in the Debtors' ability to consummate the Sale would be detrimental to them, their creditors and estates, and would impair their ability to take advantage of the substantial cost-savings that can be achieved by an expeditious closing of the Sale. Therefore, the Debtors submit that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. A copy of the Stalking Horse APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Marsh_Supermarkets_16_Sales.pdf About Marsh Supermarkets Founded in 1931, Marsh Supermarkets is a retail food chain headquartered in Indianapolis, Indiana, with stores throughout Central Indiana and parts of western Ohio. A substantial majority of the stores are operating under the Marsh Supermarkets banner, and a handful of stores operate as O'Malia Food. Marsh was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP and certain independent investors. As of the Petition Date, Marsh operates a total of 60 stores in Indiana and Ohio, and have a workforce of approximately 4,400 employees. On May 11, 2017, Marsh Supermarkets Holding, LLC and 15 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11066). The cases are pending the Honorable Brendan Linehan Shannon, and the Debtors have requested joint administration under Case No. 17-1106. Young Conaway Stargatt & Taylor, LLP is serving as counsel to the Debtors. Clear Thinking Group is the restructuring advisors. Peter J. Solomon Company is the investment banker. Prime Clerk LLC is the claims and noticing agent. MCCLATCHY CO: Reports $95.6 Million Net Loss for First Quarter -------------------------------------------------------------- The McClatchy Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $95.57 million on $221.2 million of net revenues for the three months ended March 31, 2017, compared to a net loss of $12.74 million on $237.97 million of net revenues for the three months ended March 27, 2016. As of March 26, 2017, the Company had $1.74 billion in total assets, $1.72 billion in total liabilities, and $21.72 million in stockholders' equity. The company reported an adjusted net loss, which excludes severance and certain other items, in the first quarter of 2017 of $14.5 million, compared to an adjusted net loss of $7.9 million in the first quarter of 2016. Craig Forman, McClatchy's president and CEO, said, "No question the headwinds that have affected our industry for the past several years continued in the first quarter, including several retailer bankruptcies driving the loss of 40,000 retailing jobs. But at McClatchy, we are executing on our plan to accelerate the pace and cadence of our digital transformation while aligning our cost structure with the realities of the business environment. "This quarter also highlights the unwavering commitment to quality journalism that is McClatchy at its best." Forman added, "In all of our 30 newsrooms, we have dedicated ourselves to the kind of enterprise and ingenuity reflected in the projects recognized by the Pulitzer Committee, and we are grateful for our two Pulitzer Prizes this year -- bringing to 54 the number awarded to McClatchy in our 160-year history." McClatchy's Miami Herald, Washington DC Bureau, and expanding Video Lab teams, in collaboration with other media organizations, were honored with a Pulitzer Prize for Explanatory Reporting for their coverage of the Panama papers. In addition, the Miami Herald's Jim Morin was awarded a Pulitzer for Editorial Cartooning, Jim's second Pulitzer in this category. His work covered the national news including politics in 2016. Elaine Lintecum, McClatchy's vice president of finance and CFO, said, "We are optimistic about improvements in our adjusted EBITDA performance over the remainder of 2017. As we entered the first quarter of 2017 we anticipated lower advertising and weaker adjusted EBITDA results given our tougher comparisons to the digital growth in the first quarter of last year. However, the level of decline in adjusted EBITDA in the first quarter of 2017 does not reflect a trend that we expect to continue in the coming quarters. In the second quarter we launched our new audience management platform that we expect to help grow our digital-only subscribers and allow for enhanced subscription pricing optimization efforts. We also expect stronger results from our new digital marketing agency, exceleratetm, and coupled with our efforts to continue implementing efficiencies in our operations, we expect to report improving trends in adjusted EBITDA performance in the coming quarters." First Quarter Results Total revenues in the first quarter of 2017 were $221.2 million, down 7.0% compared to the first quarter of 2016. The rate of decline in total revenues improved by 130 basis points sequentially from the 8.3% realized in the fourth quarter of 2016 and by a half a percentage point from the first quarter of 2016. Total advertising revenues were $119.9 million, down 12.0% in the first quarter of 2017 compared to the first quarter of 2016. The decline in advertising revenues largely reflects the anticipated softness in traditional print advertising offset by improvements in direct marketing advertising and double-digit growth in digital-only advertising. Additionally, advertising attributable to the Easter holiday was recognized in the first quarter of 2016 while it fell in the second quarter of 2017. Digital-only advertising revenues grew 11.7% in the first quarter of 2017 while total digital advertising revenues were roughly flat compared to the same quarter last year. Direct marketing declined 1.6% in the first quarter of 2017 compared to a decline of 8.8% in the same period last year, and reflects a sequential improvement of one percentage point from the fourth quarter of 2016. The improvement was mainly attributable to new customers in the second half of last year at a few of the Company's markets and the impact of rolling over the elimination of certain products during 2016. Audience revenues were $91.4 million, up 0.8% in the first quarter compared to the same period in 2016. Digital-only audience revenues were up 10.9% due to pricing strategies implemented throughout 2016 and subscriber growth. The number of digital-only subscribers ended the quarter at 84,500, representing an increase of 7.8% from the first quarter of 2016. The strength in our digital-only audience results were achieved despite the necessity to slow sales of digital-only subscriptions during the first quarter as the company prepared to transition to a new audience management platform. The new audience management platform was operational as of April 24, 2017, and is a critical component of our audience revenue strategies in fiscal year 2017. Average total unique and local unique visitors to the company's online products grew to 69.1 million and 16.7 million, respectively, in the first quarter of 2017. These results represented growth of 27.5% in total unique visitors and 15.8% in local unique visitors in the first quarter of 2017 compared to the same quarter last year. Mobile users represented 60.4% of average total unique visitors in the first quarter of 2017 compared to 57.8% in the first quarter of 2016. Revenues exclusive of print newspaper advertising accounted for 74.4% of total revenues in the first quarter of 2017, an increase from 69.5% in the first quarter of 2016. Results in the first quarter of 2017 included the following items: * Non-cash impairment charge related to the write-down on the carrying value of our equity investment in CareerBuilder totaling $123 million ($76.8 million after-tax); * Severance charges totaling $3.9 million ($2.3 million after- tax); * Non-cash write-down of inventory totaling $2.0 million ($1.2 million after-tax); * Costs associated with reorganizing sales and other operations totaling $0.4 million ($0.2 million after-tax); * Gain on real estate transaction offset by charges associated with relocations of certain operations totaling $0.2 million ($0.1 million after-tax); * Costs related to co-sourcing information technology operations and other miscellaneous acquisition related costs totaling $0.3 million ($0.2 million after-tax); and * Net increase in taxes totaling $0.1 million for adjustments of certain deferred tax credits related to tax positions taken in prior years. Other First Quarter Business and Recent Highlights Real Estate Transactions: In the first quarter, the company announced that it entered into an agreement to sell and lease back the Sacramento, California, land and buildings, which is expected to close in the third quarter of 2017, subject to customary closing conditions. The sales agreement for the Columbia, South Carolina land and building which was announced simultaneously with the Sacramento property was terminated during the first quarter. The Columbia, South Carolina property is being marketed for a sales-leaseback transaction under the same terms as the previous transaction. In April, the company entered into a sales agreement for the Kansas City, Missouri downtown office facility. The sale is expected to close in the third quarter of 2017, subject to customary closing conditions. The company continues to market the Kansas City, Missouri production facility for a sales-leaseback transaction and has received interest in both the Columbia and Kansas City properties. On March 31, 2017, the company completed the sale of the San Luis Obispo, California, building and land for $9.0 million. Acquisition: As previously reported, the company acquired The Herald-Sun in Durham North Carolina, on Dec. 25, 2016. The purchase price was not disclosed, but after revenue and expense synergies, the acquisition is expected to be deleveraging to the company. CareerBuilder: The owners of CareerBuilder remain committed to the strategic review of this valuable business, which may include a range of possible outcomes. Throughout the first quarter of 2017, the owners of CareerBuilder reviewed several potential strategic outcomes. In March, the range of possible outcomes was narrowed and McClatchy determined there was sufficient indication that the carrying value of its investment in CareerBuilder should be reviewed for impairment. As a result, the company recorded an estimated non-cash impairment charge of approximately $123 million in the first quarter of 2017 using McClatchy's best estimate of fair value at this time. The value of the company's investment and other balances reflect only McClatchy's estimated value and should not be perceived as indicative of a potential strategic outcome or the level of values recorded by other owners. The company expects the strategic review of CareerBuilder to continue and has no estimate of timing on the completion of the process. Debt and Liquidity: Debt at the end of the first quarter 2017 was $873.7 million. The notes due September 2017 had a principal balance of $16.9 million outstanding with no other maturities coming due until December 2022. The company finished the quarter with $23.8 million in cash, resulting in net debt of $849.9 million. In addition, the Company has a $65 million revolving line of credit available for liquidity if needed. The leverage ratio at the end of the first quarter under the company's credit agreement was 5.44 times cash flow compared to a maximum leverage covenant of 6.0 times cash flow. The company expects its current deleveraging strategies to reduce this ratio over the course of the year. Outlook Looking to the second quarter and the remainder of 2017, the company reiterates the outlook provided in February 2017. The company expects to grow digital-only advertising revenue at a double-digit rate for all of 2017, improving on the full-year trend seen in 2016. The Company expects to obtain the digital growth through organic investments in digital solutions like exceleratetm, as well as other digital products and partnerships. Expenses are expected to include an estimated $10 million investment in exceleratetm throughout 2017, providing it with a larger sales force and with tools to drive revenue results in McClatchy's markets, as well as adjacent markets. Management also sees further potential in its video portfolio as well as Nucleus, which is expected to help drive results for larger retailers and national accounts. While the company believes in the value of print advertising, the declining trends in print advertising are not anticipated to subside in the remainder of 2017. Management believes that print advertising will continue to become a smaller portion of advertising and total revenue. Audience revenues are expected to be stable in 2017. Management remains committed to reducing operating expenses and will monitor costs throughout the year to achieve expense performance in line with revenue performance, despite the additional investments we are making in news and sales infrastructures. Strategies to continue our digital transformation and reduce legacy costs, include, among others, moving to regional publishers, centralizing audience functions, consolidating production and other functions and reinventing our newsrooms to have a digital-first work flow. These actions will result in initial implementation costs in the range of $15 million to $20 million, which may include accelerated depreciation and certain other non-cash costs. This compares to similar upfront costs of approximately $40 million in 2016 to further our digital transformation and continue our reduction of legacy costs. As noted earlier, management expects improving performance in adjusted EBITDA compared to the level of decline in the first quarter of 2017. Management will maintain its focus on monetizing real estate assets throughout 2017 with the goal of realizing approximately $100 million in proceeds in 2017. The proceeds achieved from the real estate transactions and cash from operations will be utilized to de-lever the company through debt reductions and further investment in the business. A full-text copy of the Form 10-Q is available for free at: https://is.gd/FUKjkD About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is a media company that provides both print and digital news and advertising services. Its operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Its owned newspapers include, among others, the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer, and The (Raleigh) News & Observer. The Company holds interest in digital assets which include CareerBuilder, LLC, Classified Ventures, LLC, HomeFinder, LLC, and Wanderful Media. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.16 million for the year ended Dec. 27, 2015. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEDEX TRANSPORTATION: Hires Villeda Law as Attorney --------------------------------------------------- Medex Transportation Services, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Villeda Law Group as attorney-of-record. The Debtor requires Villeda Law to: (a) provide legal advice to the Debtor on its powers and duties as Debtor in Possession; (b) review and negotiate claims made by the Debtor's creditors; (c) draft and file any necessary application, answers, motions, orders, and/or reports, and any other legal documents necessary in this proceeding; (d) prepare, file and serve a Disclosure Statement and Plan of Reorganization and any amendments or supplemental documents thereto and represent the Debtor in all Court hearings and other meeting with respect to case administration; (e) review and assert the avoidance of any mortgage or lien presently of record; and (f) assist, advise, and represent the Debtor in any litigation matters, including, but not limited to, adversary proceedings. Villeda Law will be paid at these hourly rates: Antonio Villeda $375 Christopher Cheatham $250 Mike Trevino $190 Paralegal $150 Legal Assistant $65 Other Staff $50 Villeda Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Antonio Villeda of Villeda Law assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Villeda Law can be reached at: Antonio Villeda, Esq. Christopher Cheatham, Esq. VILLEDA LAW GROUP 6316 North 10th Street, Bldg. B McAllen, TX 78504 Tel: (956) 631-9100 Fax: (956) 631-9146 E-mail: avilleda@mybusinesslawyer.com ccheatham@mybusinesslawyer.com About Medex Transportation Medex Transportation Services, Inc., is a privately held company in Mcallen, Texas providing ambulance services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-70151) on April 20, 2017. The petition was signed by Jose Luis Yruegas, president. The case is assigned to Judge Eduardo V Rodriguez. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. Antonio Villeda, Esq. of Villeda Law Group serves as the Debtor's legal counsel. MELINDA CORTEZ: Wisne Buying San Francisco Property for $759K ------------------------------------------------------------- Melinda Bilgera Cortez and Alex C. Cortez ask the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of real property commonly known as Unit 112-A Russ Street, San Francisco, California, identified as Lot 277, Block 3731 ("Subject Property"), to Michael Wisne for $759,000, subject to overbid. A hearing on the Motion is set for June 8, 2017 at 10:00 a.m. The Debtors filed the instant bankruptcy case to stop a foreclosure sale scheduled on the real property of the estate commonly known as 112-114A Russ Street, San Francisco, California ("Property"). They converted said Property into a condominium building prepetition; the only work that remained outstanding on the condominium conversion project was the finalization and recording of CC&Rs and related condo-map. The CC&Rs and final condo map were recorded on Feb. 22, 2017 in the San Francisco Assessor-Recorder's office as Doc 2017-K4111072-00. As of the Feb. 22, 2017 recording date, the Property was subdivided into the following four separate Parcel ID/ Lot-Block numbers: (i) Lot 276, Block 3731; (ii) the Subject Property; (iii) Lot 278, Block 3731; and (iv) Lot 279, Block 3731. As a result of the successful condo-conversation, all liens are now effectively cross-collateralized against each of these four condominium units: Claimant Recording No. Amount -------- ------------- ------ a. Yeva, Inc., doing business as 2013-J645804 Est. $1,498,680 Saxe Mortgage Co. ("SAXE") (as of 3/7/17) b. SAXE 2014-J894505 $2,494,468 (as of 3/7/17) c. Ann La Morena Rohlin 2015-K122503 $74,959 Claim 4-1 d. Boris Govzman, Sofia Fridman 2016-K184188 $130,000 and Natalie Govzman e. Arcon Construction Corp. 2016-K222980 $22,223 f. Franchise Tax Board 2016-K353319 $4,486 Chief Counsel Claim 6-1 Regarding the Subject Property, the total time on market was 79 days until they received the instant offer. While the Debtors held multiple open houses, the Buyer learned first saw the property via a private showing. The instant offer was received the same day as the price reduction to $759,000. Based on the foregoing, it is the Broker's professional opinion that a proposed sales price of $759,000 is fair market value. The Buyer is purchasing the Subject Property "as-is" with no condition or warranties except that the Debtors do not have any actual knowledge of any liens, security interests, or claims against them other than the liens identified in the preliminary title report. The Buyer has paid a deposit figure which is already held in escrow in the amount of $22,700. The anticipated closing date is by the end of July 2017 but with a potential close in late June 2017, as soon as the time to appeal an order approving sale free and clear has run. The Debtors move to sell free and clear due to a bona fide dispute. Said dispute is presently the subject of a lienstrip motion. Due to the fact that SAXE's senior lien exceeds net sale proceeds from the Subject Property, they haves filed a motion to lienstrip the cross-collateralized lien of the Franchise Tax Board as 100% unsecured to be allowed only as a general unsecured claim – as to the Subject Property only. The Debtors reasonably anticipate paying out of escrow the 5% broker commissions to be divided 50/50 between the Buyer's Broker and the Sellers' Broker, transfer taxes and certain reimbursements for costs advanced by the broker to finalize the condo conversion, as well as the payment any utility or local city taxes owed, to the extent said payments were not paid pre-petition, in order to deliver clear title to the Nominee. Additionally, there may exist certain statutorily "super-priority" local utility and city tax liens, which liens, if not already paid, would need to be paid out of escrow. Ms. Cortez estimates the total costs of said liens at $19,512 but maintains that said statutory liens were already paid in full pre-petition. The Debtors propose to apply the proceeds, after closing costs, to pay down the senior lien held by SAXE at the approximate figure of $715,855. The Debtors propose to have all net proceeds remain in the appropriate escrow or trust account, until the disputed lien controversies resolve. Accordingly, the Debtors ask authority to pay all items identified in the Seller's Estimated Closing Statement and any incidental ordinary costs necessary to close the transaction. Any and all parties are encouraged to overbid, pursuant to the schedule outlined in the accompany Notice and Opportunity for Overbid. It reasonable to anticipate overbids given the low level of comparable inventory in the South of Market space in San Francisco. The Debtors ask the Court to approve the sale of the Subject Property free and clear of all claims, liens and interests to the Buyer for the sum of $759,000, pursuant to the terms of the Purchase Agreement, or, in the alternative, to such qualified overbidder submitting a higher and better overbid pursuant to the overbid procedures being noticed by the Debtors. The Debtors ask the Court to waive the stay of the Order provided by Bankruptcy Rule 6004(h). A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Melinda_Cortez_94_Sales.pdf Melinda Bilgera Cortez and Alex C. Cortez sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 16-31253) on Nov. 20, 2016. The Debtors tapped Matthew D. Metzger, Esq., at Belvedere Legal, PC as counsel. MESA OIL: Has Interim OK to Use Cash Collateral; Hearing on May 18 ------------------------------------------------------------------ The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado has entered an interim order allowing Mesa Oil, Inc., to use cash collateral. A final hearing on the Debtor's request is set for 10:00 a.m. on May 18, 2017. Adequate protection of the secured creditors' interest in cash collateral proposed to be used by the Debtor in accordance with the budget is approved as follows: a. the Debtor will provide secured creditors, including the Colorado Department of Revenue, IRS and Vertex to the extent each secured creditor has properly perfected its interest, with a post-petition lien on all post-petition inventory and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of secured creditor's interest in the collateral. All replacement liens will hold the same relative priority to assets as did the prepetition liens; b. the Debtor will only use cash collateral in accordance with the Budget subject to a deviation on line item expenses not to exceed 15% without the prior agreement of the secured creditors or an order of the Court; c. the Debtor will keep all of the collateral fully insured and on or before May 10, 2017, will provide copies of such insurance policies to the United States Trustee and Secured Creditors. The Debtor will also provide a copy of its insurance certificate on or before May 17, 2017; d. the Debtor will provide secured creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; e. the Debtor will maintain in good repair all of the collateral; f. the Debtor is required to immediately employ a payroll service and provide evidence of the same to the U.S. Trustee and secured creditors with its Initial Financial Report; and g. the Debtor will provide evidence of payment of employment taxes for the latest payroll with its Initial Financial Report. As reported by the Troubled Company Reporter on May 11, 2017, the Debtor sought permission from the Court to use cash collateral, saying that in order to pay necessary operating expenses, the Debtor must immediately use cash collateral in which the IRS and Vertex may have an interest. The Debtor will be replacing its cash, and cash equivalents in the course of its daily operations. Additionally, the Debtor believes that the value of the assets is stable as long as the Debtor continues to operate. Therefore, the collateral base will remain stable. About Mesa Oil Headquartered in Commerce City, Colorado, Mesa Oil, Inc., doing business as Mesa Environmental -- http://www.mesaoil.com/-- collects and recycles used oil, and supplies burner fuel to the asphalt paving industry. It offers blended fuel oil, BTU value fuel, and specification fuel oil for asphalt hot mix plants. It serves customers in Montana, Wyoming, Utah, Colorado, Arizona, New Mexico, and Texas. Mesa Oil was founded in 1981. It is a fee owner of a land and building located at 20 Lucero Road, Belen, New Mexico 87002, valued at $1.02 million. Mesa Oil previously sought bankruptcy protection (Bankr. D. Colo. Case No. 10-33755) on Sept. 18, 2010. Mesa Oil filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-14004) on May 2, 2017, listing $2.93 million in total assets and $4.74 million in total liabilities. Lawrence Meers, president, signed the petition. Judge Elizabeth E. Brown presides over the case. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as the Debtor's counsel. METROPARK USA: Oak Point Buying Interchange Claim for $10K ---------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on June 2, 2017, at 10:00 a.m., to consider Metropark USA, Inc.'s sale of its claims or rights to payment in connection with facts and rights ("Interchange Claim") at issue in the class action case pending as In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL No. 1720 (E.D.N.Y.) ("Interchange Litigation") to Oak Point Partners, Inc. for $10,000, subject to overbid. The objection deadline is May 26, 2017 at 4:00 p.m. (ET). The Debtor is in the process of winding down its estate. The proceeds from the Interchange Claim are payable to the Debtor's Second Secured Lien Lenders. The Debtor and its Second Secured Lien Lenders entered into a Stipulation Regarding Global Resolution of Open Issues Between Debtor, Second Lien Lenders and Committee approved by the Court by Order entered on Jan. 18, 2013. Pursuant to the Stipulation, all funds collected by the estate with the exception of proceeds from Chapter 5 Claims or postpetition loans are proceeds of the Second Secured Lien Lenders' collateral and are deemed held in trust for the Second Secured Lien Lenders for payment to the Second Secured Lien Lenders. Accordingly, all proceeds from the sale of the Interchange Claim are payable to the Second Secured Lien Holders. The Debtor received inquiries from Cascade Settlement Services and Fair Harbor Capital several years ago to purchase the Interchange Claim, including an offer to purchase the Interchange Claim for $60,000 from Cascade ("Cascade Offer"). The Second Secured Lien Lenders, who are the sole beneficiaries of any proceeds from the sale of the Interchange Claim, did not accept the Cascade Offer. Subsequently, the Second Circuit Court of Appeals reversed approval of the settlement and de-certified the classes in the Interchange Litigation, leaving uncertainty as to the value or timing of any future claims settlement. The Debtor recently sent inquiries to Cascade and Fair Harbor to determine if they still had an interest in purchasing the Interchange Claim and received no response. Nevertheless, the Debtor is serving a copy of the Motion on Cascade and Fair Harbor in the event they want to make a higher and better offer for the purchase of the Interchange Claim. The Debtor proposes to sell its rights in the Interchange Claim to Oak Point in exchange for a payment of $10,000 to the Debtor's estate, pursuant to the Interchange Agreement, subject to higher and better offers. A copy of the Interchange Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Metropark_USA_702_Sales.pdf The Debtor ask that the Court orders that Debtor's counsel will file a Certification of such costs and fees on notice to the Second Secured Lien Lenders within 14 days of entry of an Order approving the sale and, if no objection is filed, such costs and fees will be allowed and paid from the proceeds of the sale without further Order of the Court. The Debtor submits that the sale of the Interchange Claim is a prudent exercise of its business judgment under the circumstances and is in the best interest of the Debtor's estate and its creditors. Given the uncertain status of Interchange Litigation, the purchase price proposed for the Interchange Claim represents a fair and reasonable sale price for such assets and is the highest and best offer for the sale of the Interchange Claim. While the Debtor previously received a higher offer from Cascade, the Cascade Offer was received before the Second Circuit rejected the settlement in the Interchange Litigation leaving uncertainty about the amount and timing of any payment on the Interchange Claim which significantly reduced the value of the Interchange Claim. The Debtor has endeavored to find other bidders for the Interchange Claim without success. The Debtor is aware of no other bidder. Accordingly, the Debtor asks the Court to approve the relief sought. The Debtor asks the Court to waive the 14-day stay required by Bankruptcy Rule 6004(h). The Purchaser can be reached at: OAK POINT PARTNERS, INC. 151 West 46th Street, 4th Fl. New York, NY 10036 - or - OAK POINT PARTNERS, INC. Eric Linn, President P.O. Box 1033 Northbrook, IL 60065-1033 (for regular mail and mail forwarding) 5215 Old Orchard Rd, Ste 965 Skokie, IL 60077 Telephone: (847) 577-1269 Facsimile: (847) 655-2746 (for overnight delivery) About Metropark USA Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25-35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e-commerce site located in Los Angeles, California. Metropark filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on April 26, 2011. The Debtor disclosed total assets of $28,933,805 and total debt of $28,697, 006 as of April 2 , 2011. CRG Partners Group, LLC, is the Debtor's financial advisor. The Debtor also tapped Great American Group Real Estate, LLC doing business as GA Keen Realty Advisors as special real estate advisor. Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP, in Irvine, Calif., represents the Official Committee of Unsecured Creditors. MICHAELS USED CARS: Hires Caldwell & Riffee as Counsel ------------------------------------------------------ Michael's Used Cars, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Caldwell & Riffee as counsel. The Debtor requires Caldwell & Riffee to: a. render legal advice to the Debtor with respect to its powers and duties as a debtor in possession and the management of its properties and operation of its business. b. prepare the Debtor's bankruptcy schedules and statement of financial affairs. c. prepare on behalf of the Debtor all necessary motions and other pleadings. d. represent the Debtor in contested matters, including adequate protection motions. e. represent the Debtor in connection with restructuring long term obligations. The Debtor will compensate Caldwell & Riffee at $300 per hour. Caldwell & Riffee will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph W. Cadwell, Esq., Jr., member of the law firm of Caldwell & Riffee, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Caldwell & Riffee may be reached at: Joseph W. Caldwell, Esq. Caldwell & Riffee 3818 MacCorkle Avenue, SE P. O. Box 4427 Charleston, WV 25364 Tel: (304) 925-2100 Fax: (304) 925-2193 Email: jcaldwell@caldwellandriffee.com Michael's Used Cars, Inc. filed a chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 17-50134) on May 2, 2017. MID-STATE PLUMBING: Disclosures Okayed; Plan Hearing on June 21 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana has approved Mid-State Plumbing, Inc.'s disclosure statement dated April 30, 2017, referring to the Debtor's Chapter 11 plan. A hearing to consider the confirmation of the Plan is set for June 21, 2017. Objections to the confirmation of the Plan must be filed by June 14, 2017. Acceptances or rejections of the Plan must be filed by June 14, 2017. As reported by the Troubled Company Reporter on May 8, 2017, the Debtor filed with the Court an amended disclosure statement dated April 30, 2017, referring to the Debtor's second amended plan of reorganization dated March 20, 2017. Under the Plan, the Class 1 Secured claim of Ford Motor Credit -- totaling $5,718.17 -- is impaired. The holder will be paid with interest at the rate of 5.25% in monthly installments of $500 each starting month 1 after the effective date and continuing until the claim has been paid in full. Creditor is oversecured and will be entitled to recover all fees and costs (including attorney's fees and costs) incurred in the Chapter 11 proceedings. The Debtor will continue to pay creditor in the amount of $500 per month until all fees and costs (including attorney's fees and costs) incurred in the Chapter 11 Proceedings have been paid in full. About Mid-State Plumbing Mid-State Plumbing, Inc., is a non-public corporation. Since 1978, the Debtor has been in the business of plumbing repair and contractor. The Debtor provides plumbing contracting and repair to residential and commercial properties throughout the Central Louisiana Area. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-80392) on April 5, 2016. The Debtor is represented by L. Laramie Henry, Esq. MINI MASTER: Disclosure Statement Hearing Set for June 7 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on June 7, at 9:00 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Mini Master Concrete Services Inc. Objections to the disclosure statement must be filed not less than 14 days prior to the hearing. About Mini Master Concrete Services Mini Master Concrete Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on December 22, 2016. The Debtor disclosed total assets of $15.78 million and total liabilities of $5.46 million. The petition was signed by Carmen M. Betancourt, president. Judge Mildred Caban Flores over the case. Charles A. Cuprill, PCS Law Offices represents the Debtor as counsel. On April 28, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay Class 4 general unsecured creditors approximately 1.75% of their claims from a $50,000 carve out to be reserved from the proceeds generated from the sale of the Debtor's assets. MOLYCORP MINERALS: Court Refuses to Cut Response Time for Oaktree ----------------------------------------------------------------- Vice Chancellor Tamika Montgomery-Reeves denied an Oaktree Capital Management LLC affiliate's motion to shorten response times before a hearing on a preliminary injunction that would bar Secure Natural Resources LLC from selling mineral rights it bought from Molycorp Minerals' open pit operations last year, Jeff Montgomery of Bankruptcy Law360 reports. Oaktree has a minority interest in Secure Natural through a limited liability company, the report notes. Secure Natural also filed its own objection to the mine sale in bankruptcy court, saying it wanted assurances that that the mine's sale plan makes explicit its rights of access to minerals that it purchased away from the larger mine tract, Law360 adds. About Molycorp Inc. and Molycorp Minerals Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent are earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp retained investment banking firm Miller Buckfire & Co. and financial advisory firm AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP served as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. The Creditors Committee tapped Ashby & Geddes, P.A., and Paul Hastings LLP as attorneys. On Nov. 9, the U.S. Trustee disbanded the committee following the resignation of committee members Wilmington Savings Fund Society FSB, MP Environmental Services Inc., Computershare Trust Company of Canada, Veolia Water North America Operating Services LLC, Delaware Trust Company, Wazee Street Capital Management, Plymouth Lane Partners (Master) LP, and United Steelworkers. * * * Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware on April 8, 2016, issued a findings of fact, conclusions of law, and order confirming the Fourth Amended Joint Plan of Reorganization of Molycorp, Inc., and its debtor affiliates. On April 13, 2016, Judge Sontchi directed the appointment of a Chapter 11 trustee to oversee the operations of Industrial Minerals LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF Speedwagon Inc. Each of the bankruptcy cases of the companies are no longer jointly administered with Molycorp's case under Case No. 15-11357. On May 2, 2016, the Court entered an order in the Molycorp Minerals Debtors' cases approving the appointment of Paul E. Harner as chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy estates. On Aug. 31, 2016, Molycorp reported that its confirmed Fourth Joint Amended Plan became effective as of that date. Molycorp emerged from Chapter 11 protection as a newly reorganized business, now known as Neo Performance Materials. MOLYCORP MINERALS: ERP to Acquire Mountain Pass Rare Earths Mine ---------------------------------------------------------------- ERP Strategic Minerals, LLC (ERP), a mining entity owned by Tom Clarke, has entered into an agreement with Oaktree Capital Management, L.P. ("Oaktree") for the equipment relating to the Mountain Pass Mine Rare Earths mine ("Mountain Pass") owned by Oaktree. This was an open issue to allowing the Mountain Pass mine sale to be completed more efficiently and ERP has addressed that issue in connection with its stalking horse bid. ERP has informed the Chapter 11 Trustee of this development. ERP was selected as the stalking horse bidder by the Chapter 11 trustee, Paul E. Harner, for Molycorp Minerals, LLC and related entities (the "Debtors") and entered into an asset purchase agreement with the Trustee to purchase substantially all the assets and the surface real property rights of the Debtors at Mountain Pass. The purchase agreement has been filed with the US Bankruptcy Court in Delaware, together with a sale motion seeking the Court’s approval of the sale under section 363 of the Bankruptcy Code. The Mountain Pass mine, located in San Bernardino County, California, approximately 50 miles south of Las Vegas, Nevada, is the only mine and processing facility for rare earths minerals in the United States. The mine has an operating history dating back to the 1950s and was most recently placed on care and maintenance after the Debtors filed for Chapter 11 bankruptcy protection in 2015. To assist with restarting the Mountain Pass mining and processing operations, ERP intends to assemble a consortium of highly experienced mining experts and professionals to support the restart. ERP is collaborating with Pala investments Limited and Peak Resources Limited, which have deep industry knowledge in the rare earths sector and substantial specialist mining expertise, regarding their involvement in the restart and operation of Mountain Pass. About Molycorp Inc. and Molycorp Minerals Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent are earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp retained investment banking firm Miller Buckfire & Co. and financial advisory firm AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP served as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. The Creditors Committee tapped Ashby & Geddes, P.A., and Paul Hastings LLP as attorneys. On Nov. 9, the U.S. Trustee disbanded the committee following the resignation of committee members Wilmington Savings Fund Society FSB, MP Environmental Services Inc., Computershare Trust Company of Canada, Veolia Water North America Operating Services LLC, Delaware Trust Company, Wazee Street Capital Management, Plymouth Lane Partners (Master) LP, and United Steelworkers. * * * Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware on April 8, 2016, issued a findings of fact, conclusions of law, and order confirming the Fourth Amended Joint Plan of Reorganization of Molycorp, Inc., and its debtor affiliates. On April 13, 2016, Judge Sontchi directed the appointment of a Chapter 11 trustee to oversee the operations of Industrial Minerals LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF Speedwagon Inc. Each of the bankruptcy cases of the companies are no longer jointly administered with Molycorp's case under Case No. 15-11357. On May 2, 2016, the Court entered an order in the Molycorp Minerals Debtors' cases approving the appointment of Paul E. Harner as chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy estates. On Aug. 31, 2016, Molycorp reported that its confirmed Fourth Joint Amended Plan became effective as of that date. Molycorp emerged from Chapter 11 protection as a newly reorganized business, now known as Neo Performance Materials. MOSES INC: Unsecured Creditors to Get $1.1-Mil. Under Plan ---------------------------------------------------------- Moses, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a first amended disclosure statement to accompany the Chapter 11 plan of reorganization dated Feb. 11, 2017. Holders of Class 6 General Unsecured Claims -- totaling $3,908,448 -- will be paid $1,151,911. This class is impaired. All payments under the Plan which are due on the Effective Date will be funded from the Equity Contribution of Louis Moses, proceeds from the repayment of the Louis Moses Note and by any and all remaining Cash retained by the Reorganized Debtor on the Effective Date. The source of funds to be paid by Louis Moses for repayment of the Louis Moses Note and payment of the Equity Contribution on the Effective Date is from life insurance policies held by Louis Moses. The funds necessary to ensure continuing performance under the Plan after the Effective Date will be funded from the Equity Contribution and derived from the Reorganized Debtor's continuing operating revenue. The Debtor's projections of post-petition operating revenue are set forth in the four-year pro forma attached to the Disclosure Statement. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb16-09889-138.pdf As reported by the Troubled Company Reporter on March 17, 2017, the Debtor previously filed a disclosure statement explaining its plan of reorganization. Each holder of an Allowed General Unsecured Claim (Class 6) would receive, starting on the 25th day of the month following the first full calendar quarter following the Effective Date, and on the 25th day of the month following each successive calendar quarter thereafter for a total period of 16 calendar quarters, net Distributable Cash generated from the Debtor's operations. About Moses, Inc. Moses, Inc., based in Phoenix, Arizona, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-09889) on Aug. 26, 2016. The petition was signed by Tom Guilfoy, chief restructuring officer. The Debtor is represented by Christopher C. Simpson, Esq., at Stinson Leonard Street LLP. The case is assigned to Judge Brenda Moody Whinery. The Debtor disclosed $1.22 million in total assets and $5.73 million in total liabilities. NATIONAL AIR CARGO: Founder Offers to Pay About $12M in Debt ------------------------------------------------------------ Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that Christopher Alf, and his wife, Lori, the founder of National Air Cargo Inc. has proposed to pay off the struggling military-transport contractor's debt with roughly $12 million, enabling it to leave bankruptcy after 2-1/2 years. According to the report, in court papers, the founders' offer would also pay off the roughly $10 million legal judgment won by aircraft provider Global BTG LLC in an aircraft-leasing dispute. Global BTG officials sued National Air Cargo in February 2011, saying the company unfairly walked away from a deal to use eight 747 cargo planes that was being arranged by Global BTG, the report related. National Air Cargo lawyers told a federal judge that the contribution from the founders would "ensure that the [company] and its employee's [sic] jobs are preserved," the report further related. In April, Global BTG called for Judge Kaplan to oust Mr. Alf, saying that the company has been "hemorrhaging cash" since the case was filed in October 2014, the report said. About National Air Cargo National Air Cargo, Inc. -- http://www.nationalaircargo.com/-- is incorporated in the state of New York and operates out of Orchard Park New York. The parent company is incorporated in the state of Florida. National Air Cargo, Inc. provides transportation and logistics solutions to get cargo quickly and safely to wherever it needs to be. The company filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 14-12414) on Oct. 17, 2014. The petition was signed by Brian T. Conaway, secretary, and VIP of Finance. The Hon. Michael J. Kaplan presides over the case. John A. Mueller, Esq., and Raymond L. Fink, Esq., at Harter Secrest & Emery LLP, serve as the company's bankruptcy counsel. The company estimated its assets and liabilities at $1 million to $10 million. NEWARK WATERSHED: Demands Add'l. Docs From Trenk DiPasquale ----------------------------------------------------------- Bill Wichert of Bankruptcy Law360 reports that Newark Watershed Conservation and Development Corp called on Trenk DiPasquale Della Fera & Sodono PC to immediately turn over additional documents after delays in meeting discovery demands related to a lawsuit alleging the firm and others enabled unlawful and wasteful conduct at the New Jersey water agency. About Newark Watershed Newark, New Jersey-based Newark Watershed Conservation and Development Corporation sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-10019) on Jan. 2, 2015. The petition was signed by Joseph M. Hartnett, interim executive director. The Hon. Donald H. Steckroth initially presided over the case. Following his retirement from the bench, the case was assigned to Judge Vincent F. Papalia. Donald W. Clarke, Esq., and Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C., represent the Debtor in its Chapter 11 case. The Debtor disclosed total assets of $202,489 and total liabilities of $2.07 million. NINE WEST: S&P Lowers CCR to 'CCC-' on Likely Restructuring ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on New York City-based footwear and jeanswear company Nine West Holdings Inc. to 'CCC-' from 'CCC'. The outlook remains negative. At the same time, S&P lowered its issue-level rating on the company's secured $445 million first-lien term loan due 2019 to 'CCC+' from 'B-'; the recovery rating is unchanged at '1', indicating S&P's expectation for very high (90%-100%, rounded estimate 95%) recovery in the event of payment default. Concurrently, S&P lowered its issue-level rating on the company's $300 million senior unsecured term loan due 2020 to 'C' from 'CC', recovery rating on this debt remains unchanged at '6', indicating S&P's expectation for negligible recovery (0%-10%, rounded estimate 0%) in the event of default. Finally, S&P lowered its issue-level rating on the company's approximately $700 million of senior unsecured notes due 2019 and thereafter to 'C' from 'CC'. The recovery rating is unchanged at '6', indicating S&P's expectation for negligible (0%-10%, rounded estimate 0%) recovery in the event of a default. As of Dec. 31, 2016, the company had approximately $1.5 billion of funded debt outstanding. "The downgrade on Nine West reflects our view of an increased likelihood that the company will complete a debt restructuring within the year, wherein investors will receive less value than the original principal obligation," said S&P Global Ratings credit analyst Suyun Qu. S&P believes the company's hiring of Lazard Frères & Co. LLC, an advisor, indicates its intent to restructure its debt given its weak cash flow generation, very high debt leverage, upcoming maturity of approximately $1 billon of debt in 2019, and the difficult retail environment for brick and mortar stores, which are its major customers. The negative outlook reflects S&P's view that there is an increasing likelihood that the company will pursue a debt restructuring within the next 6 to 12 months, given its most recent announcement in obtaining Lazard to evaluate a long-term capital structure solution for the company, in combination with the company's suppressed debt trading prices, and its highly unsustainable capital structure. S&P could lower its ratings on the company if a distressed debt exchange or restructuring were announced or if the company is unable to meet its principal and/or interest payments. S&P could also lower the ratings if the company's performance significantly deteriorates and it is unable to reduce its ABL revolver balance following its peak working capital quarters, such that availability under the revolver will be limited and liquidity issues arise, making default inevitable. S&P could revise the outlook to stable and possibly raise the ratings if it believed a distressed exchange were unlikely over the next 12 months, which most likely would be the result of an unexpected turnaround in operations, utilizing proceeds from asset sales to repay debt, or an unlikely cash equity infusion by its owner. An upgrade would also require S&P's expectation that the company can address 2019 maturities absent a subpar exchange. NORTHEAST ENERGY: PPL to Auction Personal Property -------------------------------------------------- Northeast Energy Management, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the public auction of personal property to be conducted by PPL Group, LLC. The Debtor is the owner of property located at 2018 S. 6th St. Indiana, PA and 8789 Rte. 422, Indiana, PA, which it proposes to sell at public auction. The lienholders whose liens are to be divested and shifted to the funds created by the sale are: a. S & T Bank, is a Pennsylvania banking institution with corporate offices and headquarters located at 800 Philadelphia Street, Indiana, is a secured creditor in this proceeding by virtue of a security interest in the Debtor's equipment and assets. b. The Dime Bank, is a State chartered banking institution conducting business in the Commonwealth of Pennsylvania, having an office located at 820-822 Church Street, Honesdale, Pennsylvania, is a secured creditor in the proceeding by way of a security interest in certain equipment of the Debtor. c. Ford Motor Credit Co., LLC, P.O. Box 62180, Colorado Springs, Colorado, is a secured creditor in this proceeding by virtue of a security interest in certain vehicles of the Debtor. d. Commonwealth of Pennsylvania Department of Revenue, Bankruptcy Division, P. O. Box 280946, Harrisburg, Pennsylvania, is a Pennsylvania taxing authority. The Debtor has entered into an Guarantee Auction Agreement with PPL which is in the process of being approved by the Court. The salient terms of the Agreement are: a. Auctioneers will pay a guaranteed amount of $3,350,000, which is payable $335,000 upon Court approval of the Agreement and the balance is to be paid one day prior to the scheduled sale; b. The sale proceeds will be distributed as follows: (i) the first $3,350,000 to Auctioneers to reimburse the guarantee price; (ii) the next $285,000 to Auctioneers to cover expenses and risk; (iii) all sales proceeds over $3,635,000 will be split 80% to Debtor and 20% to Auctioneers; (iv) Auctioneers will retain a 15% Buyer's premium and if an online Buyer, there will be an 18% Buyer's premium, 15% to Auctioneers and 3% to Bidspotter for providing the online service; (v) sale will take place within 60 days of Court approval which can be extended up to 120 days upon additional amount paid by Auctioneer; (vi) Auctioneers can make pre-auction sales with all proceeds paid over to the Debtor's counsel; and c. All sales are made "as is, where is." A copy of the list of assets to be sold and the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Northeast_Energy_118_Sales.pdf The exact date of the sale has not yet been determined but will occur sometime between July 1, 2017 and Aug. 31, 2017. The Debtor asks the Court to authorize the public sale auction of personal property free and divested of liens and encumbrances pursuant to the terms and provisions of the Agreement. The Auctioneers can be reached at: PPL GROUP, LLC 105 Revere Drive, Suite C Northbrook, IL 60062 Telephone: (224) 927-5300 Facsimile: (224) 927-5311 Attn: David Muslin, President E-mail: sales.pplgroupllc.com dmuslin@pplgroupllc.com - and - GORDON BROTHERS COMMERCIAL & INDUSTRIAL, LLC 800 Boylston St., 27th Fl. Boston, MA 02199 Attn: Robert Maroney, President E-mail: RMaroney@GordonBrothers.com About Northeast Energy Management Northeast Energy Management, Inc., based in Indiana, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16, 2017. The Hon. Jeffery A. Deller presides over the case. The petition was signed by Paul G. Ruddy, secretary. The Debtor estimated $1 million to $10 million in assets and liabilities. Michael J. Henny, Esq., at the Law Office of Michael J. Henny, serves as bankruptcy counsel to the Debtor. NOTIS GLOBAL: Marcum Responds to Dismissal ------------------------------------------ Marcum llp sent a letter to the U.S. Securities and Exchange Commission, saying, "We have read Item 4.01 of the Current Report on Form 8-K of Notis Global, Inc. dated April 27, 2017, and agree with the statements concerning our Firm contained in Item 4.01." Notis previously disclosed in a SEC filing that on April 21, 2017, it dismissed Marcum, LLP, as the Company's principal accountant effective on that date. 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. 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 the Company's 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 Company'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. The Registrant has made the contents of this Form 8-K available to Marcum and requested it to furnish a letter to the Securities and Exchange Commission as to whether Marcum agrees or disagrees with, or wishes to clarify the Registrant’s expression of its views. 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. OLYMPIA OFFICE: Hires Demasco Sena & Jahelka as Accountants ----------------------------------------------------------- Olympia Office, LLC et al., seek permission from the U.S. Bankruptcy Court for the Eastern District of New York to employ Demasco, Sena & Jahelka LLP as accountants to the Debtors and Debtors-in-Possession. The Debtors require Demasco Sena to: a. assist the Debtors in analyzing and objecting to claims including, but not limited to, the Noteholder's claim; b. assist the Debtors in the preparation of short and long-term projections (balance sheet, profit and loss, and cash flows); c. assist the Debtors in the preparation of financial statements, including tax returns, forms and audit reports; d. assist the Debtors, as necessary, with any disclosure statement and plan of reorganization; e. assist the Debtors with market research valuation services as requested; f. perform an investigation and analysis of potential recovery of claims; g. provide litigation support to the Debtors in connection with litigation that might be commenced to avoid and recover assets of the estates or pursue claims; h. prepare monthly operating reports and financial-related disclosures on behalf of the Debtors; i. prepare Federal, State, and Local tax returns and requisite disclosures on behalf of the Debtors; j. assist the Debtors in daily administrative and operational duties; and k. render such other general business consulting or other such assistance as the Debtors or their counsel may deem necessary. Demasco Sena will be paid at these hourly rates: Partner $340 Senior Tax Accountant $305 Staff Accountant $165 Manager $310 Senior Accountant $225 Support Staff $150 IT Manager $235 Accountant $190 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bob Jahelka, CPA, managing partner of Demasco, Sena & Jahelka LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Demasco Sena may be reached at: Bob Jahelka, CPA Demasco, Sena & Jahelka LLP 5788 Merrick Road Massapequa, NY 11758 Tel: (516) 541-6549 Fax: (516) 541-6563 About Olympia Office Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016. The petition was signed by Sung II Han, vice president. The Hon. Alan S Trust presides over the case. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The affiliates of Olympia Office LLC: WA Portfolio LLC; Mariners Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516 and 16-75517, respectively) on Nov. 28, 2016. At the time of filing, each of the debtor-affiliates had $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco LLP. The Debtors employ Mike Livingston and Kiemle & Hagood Company as real estate broker. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. PACHECO BROTHERS: May Continue Using Cash Collateral ---------------------------------------------------- The Hon. William J. Lafferty, III, of the U.S. Bankruptcy Court for the Northern District of California has authorized Pacheco Brothers Gardening, Inc.'s continued use of cash collateral. As reported by the Troubled Company Reporter on April 21, 2017, the Debtor sought permission from the Court to use the cash collateral through June 2017. In addition, the Debtor asked that it be allowed to continue to make payments to Direct Capital in the amount of $4,500 pursuant to the terms and conditions set forth in the Stipulation for Final Use of Cash Collateral and the Order Approving the Stipulation for Final Use of Cash. The Debtor intends to use any and all cash collateral of disputed secured creditor TDDC Ventures LLC and undisputed secured creditor Direct Capital to the extent that they have lien rights in the Debtor's accounts receivables. About Pacheco Brothers Gardening Pacheco Brothers Gardening Inc. provides commercial landscape maintenance, landscape installation, turf renovation and irrigation projects. It has been in business for over 35 years. The majority of the Company's business involves a wide variety of services ranging from mowing and trimming to irrigation repairs and troubleshooting. It has a number of East Bay municipal and public agency accounts as well as a mix of homeowner association, commercial accounts and school district accounts. Pacheco Brothers Gardening filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 17-40403) due to financial pressure brought on by several factors, including litigation cost relating to Tom Del Conte and TDDC Ventures LLC v. Pacheco Brothers Gardening, Inc., et al., Case No. HG15797608, currently pending in Alameda County Superior Court, unpaid vendors and operational difficulty due to its debt structure. At the time of the petition filing, the Debtor disclosed $1.36 million in assets and $2.78 million in liabilities. The petition was signed by Lynn Pacheco, secretary. The case is assigned to Judge William J. Lafferty. PARAGON OFFSHORE: Fee Examiner Taps Bielli & Klauder as Counsel --------------------------------------------------------------- David M. Klauder, the Fee Examiner of Paragon Offshore PLC, et al. seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Bielli & Klauder, LLC as counsel to the Fee Examiner, nunc pro tunc to April 20, 2017. The Fee Examiner requires Bielli & Klauder to: (a) review the Fee Applications and related invoices for compliance with: i. Sections 328, 329, 330 and 331 of the Bankruptcy Code; ii. Rule 2016 of the Bankruptcy Rules; iii. Local Rule 2016-2 of the Local Rules; iv. The United States Trustee Guidelines for Reviewing Applications for Compensation & Reimbursement of Expenses filed under 11 U.S.C. section 330 (the "UST Guidelines"); and v. The Fee Examiner Order and together with the Local Rules and the UST Guidelines, the "Guidelines"; (b) assist the Fee Examiner in any hearings or other proceedings before the Court to consider the Fee Applications including, without limitation, advocating positions asserted in the reports filed by the Fee Examiner and on behalf of the Fee Examiner; (c) assist the Fee Examiner with legal issues raised by inquiries to and from the Retained Professionals and any other professional services provider retained by the Fee Examiner; (d) where necessary, attend meetings between the Fee Examiner and the Retained Professionals; (e) assist the Fee Examiner with the preparation of preliminary and final reports regarding professional fees and expenses; (f) assist the Fee Examiner in developing protocols and making reports and recommendations; and (g) provide such other services as the Fee Examiner may request. Bielli & Klauder will be paid at these hourly rates: Thomas D. Bielli, Member $350 Nella M. Bloom, of Counsel $325 Cory P. Stephenson, Associate $205 Amy M. Huber, Paralegal $125 Bielli & Klauder will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas D. Bielli, member of Bielli & Klauder, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The Court will hold a hearing on the application on May 25, 2017, at 11:00 a.m. Objections, if any, are due May 18 at 4:00 p.m. Bielli & Klauder can be reached at: Cory P. Stephenson, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 E-mail: cstephenson@bk-legal.com About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. * * * Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a third joint Chapter 11 plan and disclosure statement. Each holder of an allowed Class 5 General Unsecured Claim will be entitled to receive cash in the amount equal to the lesser of (a) 26% of the amount of the holder's allowed claim and (b) its pro rata share of $5,000,000, or a higher amount as may be agreed between the Debtors and the requisite lenders. This class is impaired by the Plan. Plan distributions of cash will be funded from the Debtors' and the Reorganized Debtors' cash collateral or unencumbered cash, as the case may be, in accordance with the terms of the Plan. A copy of the Third Joint Plan is available at: http://bankrupt.com/misc/deb16-10386-1234.pdf PARAGON OFFSHORE: Unsecureds to be Paid 30% Under Latest Plan ------------------------------------------------------------- Unsecured creditors will recover approximately 30% of their claims under Paragon Offshore plc's latest plan to exit Chapter 11 protection. The plan filed on May 2 with the U.S. Bankruptcy Court in Delaware proposes to pay general unsecured creditors 30% of their Class 5 claims allowed by the court. The amount of allowed claims is estimated at $14 million. An earlier version of the plan proposed to pay general unsecured creditors between 23% and 28% of their claims, and estimated the total amount of allowed claims at $2.46 billion. It also classified general unsecured claims in Class 4. Under the latest plan, senior notes claims are classified in Class 4 and claimants will recover approximately 35%. The estimated amount of allowed Class 4 claims is $1.021 billion, according to Paragon Offshore's latest disclosure statement, which explains its fifth joint plan of reorganization. A copy of the disclosure statement is available for free at https://is.gd/KClRTV About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. PARALLAX HEALTH: Acquires Behavioral Health IP From ProEventa ------------------------------------------------------------- Pursuant to a written consent of Parallax Health Sciences, Inc.'s board of directors, the Company and its wholly-owned subsidiary, Parallax Behavioral Health, Inc., a Delaware corporation, entered into an Intellectual Property Purchase Agreement with ProEventa, Inc., a Virginia Corporation, to acquire 100% of certain Intellectual Property in the area of behavioral health technologies from ProEventa. The technologies of the Intellectual Property being acquired are the core products of ProEventa, and include R.E.B.O.O.T. (Reliable Evidence Based Outcomes Optimization Technologies) and COMPASS Mobile Application, whose platform features evidence-based content, decision support and real-time status updates for multiple stakeholders, all aimed at improving physical and behavioral health and wellness. The Purchase Agreement was executed by the Company and BHS, and the transaction closed on May 1, 2017. Pursuant to the Purchase Agreement, in exchange for 100% of the Intellectual Property, among other things, the Company will deliver to ProEventa on or prior to the Closing Date: 1. A Stock Purchase Agreement for ProEventa to purchase 2,500,000 shares of the Company's common stock, valued at $600,000, for cash in the amount of $2,500, or $.001 per share; 2. A Revenue Sharing Agreement, providing for a cash earn-out to be paid to the ProEventa shareholders of up to $3,000,000, to be derived from the net revenue generated from the Company's business operations; 3. A Royalty Agreement, providing for a royalty to be paid to ProEventa of 3% percent of the revenues generated from the Intellectual Property, up to $25,000,000 in revenues generated; and 4. A Limited License granted to ProEventa for the use of certain of the Intellectual Property technology at Grafton Schools. In conjunction with the Closing of the Purchase Agreement, the Company entered into a Consulting Agreement with James Gaynor for a term of three years. As consideration for the services provided under the Consulting Agreement, Gaynor was granted 1) the right to purchase 500,000 shares of the Company's common stock, valued at $120,000, for cash in the amount of $500, or $.001 per share, to be issued contemporaneous with the Closing of the transaction; and 2) options to purchase 1,000,000 shares of the Company's common stock at a strike price of $0.25 per share. The options vest annually over a three year period, commencing Sept. 1, 2017. In connection with the acquisition of the Intellectual Property, and pursuant to the terms and conditions of the Purchase Agreement, the Company issued 2,500,000 shares of its restricted common stock at $0.001 per share, for cash in the amount of $2,500. In connection with a Consulting Agreement, and pursuant to the terms and conditions of the Purchase Agreement, the Company issued 500,000 shares of its restricted common stock at $0.001 per share, for cash in the amount of $500. The Shares are being issued in reliance upon an exemption from registration afforded by Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. About ProEventa ProEventa, a Virginia Corporation, is the wholly owned subsidiary of Grafton Integrated Health Network, Inc., a non-profit Virginia corporation. ProEventa is a technology company focused on the development and commercialization of evidenced-based outcomes optimization technologies to support innovative data outcome solutions to companies. About Parallax Health Parallax Health Sciences, Inc., has its principal line of business in the bio-medical sector. The Company, through its subsidiary, Endeavor Sciences, Inc., is focused on the exploitation of a diagnostic and monitoring platform and processes. Its Target System (the systems includes the VT-1000 Desktop Analyzer, the Target Antigen Detection Cartridge and associated reagents) technology applies immunochemical and optical methods to detect and quantify analytes present in human specimens, including blood, urine, and feces. Its product line includes a previously Food and Drug Administration-cleared VT-1000 Desktop Analyzer and around a dozen FDA 510(k) cleared diagnostic tests. As of Sept. 30, 2015, Parallax Health had $31.40 million in total assets, $33.53 million in total liabilities and a total stockholders' deficit of $2.13 million. "The Company has incurred losses since inception resulting in an accumulated deficit of $3,704,186, and a working capital deficit of $1,228,502, and further losses are anticipated. The Company's ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms. There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern," as disclosed in the Company's quarterly report for the period ended Sept. 30, 2015. PASS BUSINESS: Disclosures Okayed; Plan Hearing on June 15 ---------------------------------------------------------- The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi has approved the disclosure statement Pass Business Terminal, LLC, filed on March 1, 2017, referring to the Debtor's plan of reorganization. A hearing on confirmation of the Plan will be held on June 15, 2017, at 1:30 p.m. Objections to the plan confirmation must be filed by June 6, 2017. Acceptance or rejection of the Plan must be filed by June 6. About Pass Business Terminal Pass Business Terminal, LLC, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 16-51767) on Oct. 11, 2016. The petition was signed by Roger L. Caplinger, owner. At the time of filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor is represented by Matthew Louis Pepper, Esq., at Matthew Perry, Attorney at Law. The Debtor hired Strick Trio Investments, LLC as its accountant and bookkeeper. PAUL NGUYEN: Sale of Garden Grove Property for $1.4M Approved ------------------------------------------------------------- Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California authorized Paul Chieu Nguyen's sale of his right, title and interest in industrial real property located at 10632 A Trask Avenue, Garden Grove, California, (APN 930-62-460); and 10632 B Trask Avenue, Garden Grove, California, (APN 930-62-461), to The Cohen Family Trust, or Assignee, for $1,430,000. The sale on an "as is, where is" basis, with no warranties, recourse, contingencies or representations of any kind; and free and clear of any and all liens, claims, encumbrances, and interests. The Debtor is authorized and directed to pay all applicable Brokers' commissions, real property taxes, association fees, Buyer's Expense Reimbursement, if applicable, and any other fees and costs of the Sale chargeable to the estate from the sale proceeds. The Debtor is authorized and directed to pay the outstanding property taxes of the Orange County Tax Collector ("OC Tax") against the Property, via wire transfer directly from escrow from the sale proceeds. The Debtor is authorized and directed to pay any outstanding amounts owing on the secured claim of American Plus Bank ("Bank"), secured by a deed of trust and assignment of rents recorded on Jan. 24, 2012, bearing Instrument Nos. 2012-037202, 2012-037203, 2012-037206, and 2012-037207, securing debt in the principal amount of $1,762,000, via wire transfer directly from escrow. The Debtor is authorized and directed to pay via wire transfer directly from escrow to SulmeyerKupetz, a Professional Corporation ("SK"), the amounts owing for SK's administrative claim, in accordance with the Court's: (i) Confirmation Order; and (ii) Final Fee Order, for all fees and costs approved pursuant to the Final Fee Order. Additionally, to the extent there are remaining sale proceeds from the Property after payment in full of the foregoing claims, Paul is authorized and directed to pay SK, via wire transfer directly from escrow, all fees and costs incurred post-Effective Date through and including close of escrow on the Property. Escrow is authorized and directed to distribute payment of all remaining net proceeds, after payment of the foregoing liens, claims, and interests, via wire transfer directly from escrow to SK's client trust account, to assist Kirk Nguyen, the designated disbursing agent under the Joint Plan, to distribute the net sale proceeds to all remaining creditors in accordance with the Joint Plan and Confirmation Order and thereafter to distribute any surplus to Paul. The 14-day stay prescribed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. Subject to payment in full of the secured claims of the OC Tax and Bank, escrow is authorized and directed to distribute the balance of the Sale proceeds in accordance with the Order. About Paul Chieu Nguyen Paul Chieu Nguyen sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11619) on April 15, 2016. The Debtor estimated assets and liabilities of $1,000,001 to $10 million. The Debtor tapped David S Kupetz, Esq., at Sulmeyer Kupetz, as counsel. PLZ AEROSCIENCE: S&P Affirms 'B' CCR; Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on PLZ Aeroscience Corp. The outlook is stable. At the same time, S&P raised its issue-level ratings on the company's senior secured debt to 'B+' from 'B' and revised S&P's recovery ratings on the facility to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%; rounded estimate 70%) recovery in the event of a payment default. "We raised the recovery rating on the company's senior secured debt, which led us to raise the issue-level rating on the senior secured debt based on improved earnings in 2016, and our expectation that a substantial portion of this improvement is sustainable," said S&P Global Ratings credit analyst Michael McConnell. Subsequently, S&P has reassessed the company's emergence EBITDA moderately higher, leading to improved recovery prospects. The company has expanded its portfolio in recent years with the acquisitions of chemical contract packager Apollo Technologies in 2015, and aerosol fillers and distributors Follmer Development Inc., and Par-way Group Inc. in 2016. These acquisitions and organic growth enabled the company to increase 2016 revenue by zbout 40% from 2015 levels. The stable rating outlook reflects S&P Global Ratings' expectation that PLZ Aeroscience Corp. will continue to maintain credit metrics appropriate for the current rating. S&P expects that PLZ's credit metrics will improve modestly over the next year, based on EBITDA contributions from its recent acquisitions and modest organic EBITDA growth through mid-single-digit percentage sales increases in its key business segments. S&P expects that the company will have adjusted funds from operations to debt of about 12%, adjusted debt to EBITDA of less than 5x, and that it will generate free cash flow that will support its ability to maintain adequate liquidity. S&P could raise the rating within the next 12 months if PLZ experiences continued growth and margin improvement such that funds from operations to debt consistently falls in the 12% to 20% range and debt to EBITDA falls below 5x, along with financial policies that S&P believes will support maintaining credit measures at these levels. S&P could also raise the ratings if improved cash flows allow PLZ to reduce debt at a quicker pace than we have factored into our base case scenario and the company's operating performance is in line with, or exceeds, S&P's expectations. S&P could lower its corporate credit rating on PLZ if the company's operating performance is well below S&P's expectations, such that cash flow generation declines, which S&P believes would cause liquidity to be constrained. This could occur if environmental concerns shift consumer preferences away from aerosol or if greater-than-expected integration costs from recent acquisitions lead to PLZ's EBITDA margins declining by 400 basis points over the next 12 months, which would cause adjusted debt to EBITDA to approach 7x. S&P could also lower the rating if the company's liquidity becomes less than adequate, without prospects for improvement. PREFERRED CONCRETE: Unsecureds to Get 10% for 10 Payments --------------------------------------------------------- Preferred Concrete & Excavating Inc. filed with the U.S. Bankruptcy Court for the Northern District of Illinois a third amended disclosure statement dated May 3, 2017,in support of the Debtor's fourth amended plan of reorganization. Under the Fourth Amended Plan, Class 21 General Unsecured Claims -- approximately $446,847.38 -- are impaired. Starting on the Effective Date, the class will receive, in full satisfaction, settlement and release and discharge of its unsecured claim a pro rata share of the unsecured dividend paid in semiannual installments and continuing and each Jan. 31st and July 31st of each following year for five years from the Effective Date. The Unsecured Dividend will start on the Effective Date and on each subsequent Jan. 31 and July 31 ending on Jan. 31, 2022, a total of 10% of the allowed amount of their claims, in equal semiannual installments, for a total of 10 payments. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-81114-138.pdf As reported by the Troubled Company Reporter on Feb. 15, 2017, the Debtor filed with the Court a second amended disclosure statement in support of its plan of reorganization, dated Feb. 10, 2017, which modified the classification of claims filed against the Debtor. The second amended disclosure statement removed the following classes of claims: Class 8 Priority Claims Laborers' Pension Health and Welfare, and Class 17 Unsecured Laborers Pension Health and Welfare. Class 21 General Unsecured Claims on the initial distribution date would receive, in full satisfaction, settlement and release and discharge of its unsecured claims pro rata receive, in full satisfaction, settlement and release and discharge of its unsecured claims pro rata share of unsecured dividend. This class would be paid according to the Unsecured Dividend option. Unsecured Dividend starting on July 31, 2017, and on each subsequent Jan. 31 and July 31 ending on Jan. 31, 2022, a total of 10% of the allowed amount of their claims, in equal semiannual installments, for a total of 10 payments. About Preferred Concrete Preferred Concrete & Excavating, Inc., is a union concrete contractor engaged in concrete in construction in Northern Illinois and surrounding areas for the past 14 years. The Debtor has approximately 10 employees. Preferred Concrete filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-81114) on May 4, 2016. The petition was signed by Gerald Hartman, president. The Debtor is represented by O. Allan Fridman, Esq., at the Law Office of O. Allan Fridman. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,000 to $500,000 at the time of the filing. PUERTO RICO: Government Debt Restructuring Won't Affect PRIIA ------------------------------------------------------------- The Puerto Rico International Insurers Association (PRIIA) on May 11, 2017, issued the following statement in response to the filing in the United States District Court for the District of Puerto Rico of a voluntary bankruptcy petition under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (PROMESA). Enacted by the United States Congress and signed into law by President Obama in 2016, PROMESA provides the legal framework for local Puerto Rico government entities to restructure debt obligations. "Puerto Rico's International Insurance Center operates under laws and regulations that insulate its member companies and their clients from any changes to Puerto Rico that Title III bankruptcy may bring about. Regulation of companies operating in the Center is provided by the Office of the Commissioner of Insurance of Puerto Rico, which receives funding from fees paid by its regulated entities. There is no change to the tax, regulatory, or other legal status of any licensed insurer operating in the Center as a result of the Title III filing. Puerto Rico's international insurers are open for business." In addition to the statement above, PRIIA member and CEO of Advantage Insurance Inc., Walter Keenan, added: "PROMESA was enacted to help grow Puerto Rico's economy. The International Insurance Center has brought jobs and investment capital to Puerto Rico and will continue to play an important role in the Commonwealth's return to prosperity. PROMESA recognizes the importance of growth engines, such as the International Insurance Center, and the law expressly preserves and continues the benefits our clients and companies enjoy today." Ralph Rexach, a PRIIA member and former Puerto Rico Commissioner of Insurance, explained: "Companies considering Puerto Rico's compelling tax incentives and modern system of insurance regulation should know that the Title III filing does not change what Puerto Rico has to offer. Insurance companies operating within the International Insurance Center receive contractual tax incentive grants that guarantee favorable taxation for at least 15 years. PRIIA member companies and potential new entrants to the Center can have confidence in the continuity of Puerto Rico's tax treatment provisions under both Puerto Rico and United States law." About PRIIA The Puerto Rico International Insurers Association (PRIIA) is the industry trade group representing insurance carriers, service providers and other participants in Puerto Rico's International Insurance Center. Founding members of PRIIA include Advantage Insurance Inc.; Madison Re I.I.; Ryan, LLC; and U.S. Commonwealth Life, A.I. More information about PRIIA and Puerto Rico's International Insurance Center can be found at http://www.PRIIA.org. About Ryan Ryan -- http://ryan.com-- is an award-winning global tax services firm, with the largest indirect and property tax practices in North America and the seventh largest corporate tax practice in the United States. With global headquarters in Dallas, Texas, the Firm provides a comprehensive range of state, local, federal, and international tax advisory and consulting services on a multi-jurisdictional basis, including audit defense, tax recovery, credits and incentives, tax process improvement and automation, tax appeals, tax compliance, and strategic planning. Ryan is a five-time recipient of the International Service Excellence Award from the Customer Service Institute of America (CSIA) for its commitment to world-class client service. Empowered by the dynamic myRyan work environment, which is widely recognized as the most innovative in the tax services industry, Ryan's multi-disciplinary team of more than 2,100 professionals and associates serves over 12,000 clients in more than 40 countries, including many of the world's most prominent Global 5000 companies. 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. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is posted at http://bankrupt.com/misc/17-01578-00001.pdf The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. QUADRANGLE PROPERTIES: Names Craig Geno as Attorney --------------------------------------------------- Quadrangle Properties, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as attorneys. The Debtor requires the law firm to: (a) advise and consult with the Debtor-in-possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor- in-possession; (b) evaluate and challenge claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; (c) appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; (d) represent the Debtor in court hearings and assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; (e) advise and consult with the Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning the Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and (f) perform such other legal services on behalf of the Debtor as they become necessary in this proceeding. The law firm will be paid at these hourly rates: Craig M. Geno $400 Associates $250 Paralegals $175 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the law firm a retainer of $11,717, which includes the $1,717 filing fee, less pre-petition time, to be applied to fees and expenses in this case. Craig M. Geno assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: Craig M. Geno, Esq. Jarret P. Nichols, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 Fax: (601) 427-0050 E-mail: cmgeno@cmgenolaw.com jnichols@cmgenolaw.com Quadrangle Properties, Inc., headquartered in Jackson, Mississippi, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-01469) on April 18, 2017. The petition was signed by R. Don Williams, president. The Hon. Edward Ellington presides over the case. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. Craig M. Geno, Esq. serves as the Debtor's legal counsel. RACEWAY MARKET: Beal Bank Tries to Block Approval of Plan Outline ----------------------------------------------------------------- Beal Bank USA, successor-in-interest to Irwin Bank and Trust Co., filed with the U.S. Bankruptcy Court for the Southern District of Indiana an objection to the disclosure statement for the Chapter 11 plan of Raceway Market Land, LLC. The Debtor has classified every claim and interest as unimpaired; however, the claim of Beal Bank is impaired. According to Beal Bank, the plan fails to: (a) leave the legal, equitable and contractual rights of the bank unaltered; (b) cure any default that occurred on or after commencement of the case and reinstate the maturity; and (c) specifically provide for the retention of Beal Bank's lien. As reported by the Troubled Company Reporter on April 27, 2017, the Debtor filed the Disclosure Statement, stating that unsecured creditors of Raceway Market Land, LLC, will receive full payment of their claims, according to the company's proposed Chapter 11 plan. The plan proposes to pay creditors holding Class 4 non-priority unsecured claims in full in cash on or before the effective date of the plan. The total amount of unsecured claims is estimated at $2,609,579. Beal Bank is represented by: Mark A. Warsco, Esq. ROTHBERG LOGAN & WARSCO LLP 505 East Washington Boulevard P.O. Box 11647 Fort Wayne, Indiana 46859-1647 Tel: (260) 422-9454 Fax: (260) 422-1622 E-mail: mwarsco@rlwlawfirm.com About Raceway Market Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total assets and $5.74 million in total liabilities. The petition was signed by Craig W. Johnson, president. Judge Robyn L. Moberly presides over the case. Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP serves as the Debtor's bankruptcy counsel. RACEWAY MARKET: FFB Objects to Disclosure Statement --------------------------------------------------- First Financial Bank objects to the approval of the disclosure statement explaining the Chapter 11 plan of Raceway Market Land, LLC. FFB is a secured creditor of the Debtor by virtue of a Mortgage dated August 31, 2007, and filed for record on September 20, 2007 as Instrument No. 2007-0137456 of the Marion County, Indiana records concerning the Debtor's property. FFB holds a second mortgage interest in the Property. FFB incorporates the arguments raised by Beal Bank USA in its Objection to the Disclosure Statement and joins in that objection. FFB is represented by: Jeffrey M. Hendricks, Esq. GRAYDON HEAD & RITCHEY LLP 312 Walnut Street, Suite 1800 Cincinnati, OH 45202-4060 Tel: (513) 621-6464 Fax: (513) 651-3836 E-mail: jhendricks@graydon.law Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total assets and $5.74 million in total liabilities. The petition was signed by Craig W. Johnson, president. Judge Robyn L. Moberly presides over the case. Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP, serves as the Debtor's bankruptcy counsel. REGAL CINEMAS: Moody's Assigns Ba1 Rating to New Sr. Term loan -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 instrument-level rating to the proposed senior secured term loan of Regal Cinemas Corporation, a wholly-owned subsidiary of Regal Entertainment Group (Regal). Proceeds from the new term loan will be used to refinance the existing $965.8 million term loan and an additional $150 million will be raised to support general corporate purposes, including potential tuck-in acquisitions. Pro forma for the add-on, excluding any potential EBITDA from acquisitions, Moody's adjusted debt/EBITDA is 4.6x as of March 31, 2017, which remains within Moody's 5.0 times tolerance for the rating. The new term loan coupon payment will be 50 basis points lower. All other terms under the amendment will remain wholly or materially unchanged, including maturity. Regal's B1 Corporate Family Rating (CFR), B3 senior unsecured rating, and SGL-1 Speculative Grade Liquidity Rating remain unchanged. The outlook remains stable. A summary of action follows: Assignments: Issuer: Regal Cinemas Corporation -- Senior Secured Term Loan, Assigned Ba1 (LGD2) RATINGS RATIONALE Regal's B1 corporate family rating incorporates the company's aggressive financial policies that tolerates moderate leverage and a high dividend payout leading to weak free cash flow conversion and debt coverage (FCF/debt) metrics. Additionally, the rating is constrained by a mature industry experiencing a secular decline in attendance and is dependent on a limited number of movie studios, an unpredictable and seasonal box office result, and emerging competitive threats. The rating is supported by the company's size and scale, being one of the world's largest cinema operators. The company enjoys a strong market position with a large circuit, high barriers to entry into the first-run window for theatrical distribution, pricing power, and good liquidity. In addition, the company's product has relatively strong entertainment value using a proven distribution model that delivers an inexpensive and unique out-of-home experience with sound and video quality that is hard-to-replicate in-home. The company sells movie tickets to over 200 million guests annually at a relatively inexpensive average ticket price of approximately $10. There are very few high-quality entertainment options for a similar time duration at equivalent prices. The stable outlook reflects Moody's expectations the company will maintain its share of the US box office, grow EBITDA, generate positive free cash flow, and sustain leverage below 5.0 times (Moody's adjusted debt/EBITDA), within Moody's leverage tolerances. Given the maturity of the industry, limited opportunities for growth, and the secular decline in attendance driven by the rise in competitive threats, an upgrade is unlikely. However, Moody's would considers an upgrade if leverage is sustained below 4x (Moody's adjusted) and free cash flow as a percentage of debt is sustained above 5%. Moody's would considers a negative rating action if leverage was sustained above 5x, or free cash flow were to be negative on a sustained basis. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. Regal Entertainment Group (Regal), headquartered in Knoxville, Tennessee and the parent of Regal Cinemas Corporation, operates 7,262 screens in 559 theatres, primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout 43 states in the US, along with Guam, Saipan, American Samoa and the District of Columbia. Revenue for the twelve months ended March 31,2017 was approximately $3.2 billion. REVOLUTION ALUMINUM: To Sell Pineville Property to Pay Creditors ---------------------------------------------------------------- Revolution Aluminum Propco, LLC, filed a Chapter 11 plan of liquidation that proposes to pay creditors from the sale of its 1,400-acre property in Pineville, Louisiana. The property is an industrial park and the former site of a paper mill. There are commercial infrastructures on the property in addition to raw land and timber. Holders of allowed Class 3 unsecured claims will receive a pro rata distribution from the sale proceeds after claims in Classes 1 and 2 and those not classified under the plan are paid in full. The total amount of Class 3 unsecured claims allowed by the court is estimated at $3,223,067.62. The estimated recovery for unsecured creditors is still unknown, according to the company's disclosure statement filed on May 2 with the U.S. Bankruptcy Court for the Western District of Louisiana. A copy of the disclosure statement is available for free at: https://is.gd/l9JBtx About Revolution Aluminum Propco Revolution Aluminum Propco, LLC is a Louisiana company established in 2015. It owns a real property comprised of approximately 1,400 acres in Pineville, Louisiana. The property, which is the Debtor's sole asset, is an industrial park and the former site of a paper mill. The Debtor is 100% owned by its parent company, Revolution Aluminum LLC, and is managed by Roger Boggs. Ryan & Associates, Inc., Engineered Products, Inc., and Tina J. Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case No. 16-81024) against the Debtor on Sept. 15, 2016. The court entered an order officially placing the Debtor in bankruptcy on Feb. 1, 2017. The petitioning creditors are represented by Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell. Steffes, Vingiello & McKenzie, LLC serves as the Debtor's bankruptcy counsel. The Debtor hired Beau Box Real Estate as real estate broker and manager. On March 16, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Gold Weems Bruser Sues & Rundell, APLC, as counsel. No trustee or examiner has been appointed although a motion filed by the petitioning creditors to appoint a trustee is pending. RIVER NORTH: Unsecured Creditors to Get 30% of 2018-2021 Profit --------------------------------------------------------------- River North 414 LLC filed with the U.S. Bankruptcy for the Northern District of Illinois, Eastern Division, filed a plan of reorganization and accompanying disclosure statement. Class 2 - River North Unsecured Claims, in the amount of $103,000, is impaired. Each holder of a Class 2 Claim will be paid its pro rata share of 30% of the Annual Profit of the Reorganized Debtor for each of the 2018-2021 fiscal years. Class 3 - River North Insider Unsecured Claims, in the amount of $1,350,000, is impaired. Each holder of a Class 3 Claim will be paid its pro rata share of 30% of the Annual Profit of the Reorganized Debtor for each of the 2018-2021 fiscal years. The Debtor's Chapter 11 Case was previously jointly administered with the case of Premium Themes, Inc., an Illinois corporation (Case No. 16-17325). Prior to April 20, 2016, PTI owned and operated a bar and restaurant named Red Ivy, in Chicago, Illinois. PTI entered into a termination of its lease for the Red Ivy space and closed its business prior to the Petition Date. PTI is seeking to dismiss it chapter 11 case, as it has sufficient funds to pay all its remaining creditors in full. A full-text copy of the Disclosure Statement dated May 5, 2017, is available at http://bankrupt.com/misc/ilnb16-17324-135.pdf About River North 414 River North 414 LLC and Premium Themes, Inc., based in Chicago, Illinois, sought Chapter 11 protection (Bankr. N.D Ill. Case Nos. 16-17324 and 16-17325) on May 24, 2016. The petitions were signed by Jesse T. Boyle, authorized officer. The cases are assigned to Judge Janet S. Baer. The Debtors are represented by Thomas R. Fawkes, Esq., at Goldstein & McClintock. The Debtors estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities at the time of the filing. ROOT9B HOLDINGS: Sells IPSA's Investigative Due Diligence Practice ------------------------------------------------------------------ root9B Holdings, Inc., has sold the Investigative Due Diligence Practice ("IDDP") of its wholly-owned subsidiary IPSA International Services, Inc., to Exiger Canada, Inc., for total consideration of $6 million and up to an additional $4 million by way of a three-year earn-out based on the achievement by IDDP of certain performance targets. Proceeds will be reduced by a Working Capital Adjustment, currently estimated to be in excess of $1.0m. The IDDP includes the sale of the stock of IPSA's Canadian subsidiary (IPSA International, Inc. Canada) located in Vancouver, BC and IPSA's London, Hong Kong and Miami offices, contracts and employees. For the past 15 years, IPSA's IDDP has provided services in matters of multi-jurisdictional corruption, bribery and due diligence investigations. The IDDP also performs due diligence related to travel, employment and settlement including for immigration, citizenship & visas; and is considered an industry pioneer in work related to citizenship by investment due diligence where it is considered a trusted leader by many of the largest and fastest growing programs operating in the world today. "We have made measurable progress in re-positioning RTNB's business to that of a pure-play cybersecurity company," said Joseph J. Grano, Jr., Chairman and CEO of RTNB. "The sale of our IDDP, along with our previously announced non-core divestitures, strengthens RTNB's overall financial positon and provides additional capital to fund the growth of our cybersecurity operations. We have great confidence in our team of cybersecurity professionals that is led by Eric Hipkins, the founder and CEO of our root9B LLC subsidiary who will become CEO of RTNB on May 25, 2017." "We continue to execute against our previously announced set of strategic initiatives, and this transaction is another meaningful step in that regard," said Dan Wachtler, president and COO of RTNB. "Kim Marsh has been my partner for nearly 15 years, and he and his team have built a great business for IPSA. We are confident however that each of us will be in a better position to grow our two distinct businesses as separate companies. While we still need to complete the divestiture of our remaining Anti-Money Laundering business, we can now more fully focus our internal resources on growing our cyber business and delivering long-term value to our shareholders." About Root9B root9B Holdings, Inc. (OTCQB: RTNB) -- http://www.root9bholdings.com/-- is a provider of Cybersecurity and Regulatory Risk Mitigation Services. Through its wholly owned subsidiaries root9B and IPSA International, the Company delivers results that improve productivity, mitigate risk and maximize profits. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a broad range of industries including local, state and government agencies. Root9B Technologies, Inc., changed its name to root9B Holdings effective Dec. 5, 2016, and relocated its corporate headquarters from Charlotte, NC to the current headquarters of root9B, its wholly owned cybersecurity subsidiary, in Colorado Springs, CO. root9B reported a net loss of $30.49 million on $10.24 million of net revenue for the year ended Dec. 31, 2016, compared with a net loss of $8.33 million on $11.16 million of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in total assets, $15.67 million in total liabilities, and stockholders' equity of $4.066 million. Cherry Bekaert LLP 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 has negative operating cash flows and will require additional financing to fund the continued operations. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern. ROTHSTEIN ROSENFELDT: 11th Cir. Heard Appeal on Gibraltar Suit -------------------------------------------------------------- Trustees of bankrupt law firm Rothstein Rosenfeldt Adler PA has brought to the U.S. Court of Appeals for the 11th Circuit their appeal on the lawsuit against Gibraltar Bank, et al., alleging that managerial misconduct permitted Scott Rothstein's Ponzi scheme to flourish. Carolina Bolado, writing for Bankruptcy Law360, reports that the trustee told the Eleventh Circuit that the "professional services exclusion" in a directors and officers insurance policy issued by Twin City Fire Insurance Co. and National Union Fire Insurance Co. of Pittsburgh policy to Gibraltar Private Bank and Trust should be construed narrowly only to bar conduct performed for customers, not for Scott Rothstein, who ran the scheme out of his law firm. The exclusion clause does not bar coverage of a $50 million judgment owed by Gibraltar Bank over its alleged role in enabling a $1.2 billion Ponzi scheme run out of Rothstein Rosenfeldt, the trustees told the Eleventh Circuit, Law360 cites. The Gibraltar lawsuit was originally filed in a Florida federal court in May 2013. Trustees Robert Furr and Michael Goldberg are represented by Jason S. Mazer, Cary D. Steklof and Colleen L. Smeryage of Ver Ploeg & Lumpkin PA. The case is Robert Furr et al. v. National Union Fire Insurance et al., case number 15-14716-CC, in the U.S. Court of Appeals for the Eleventh Circuit. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RRA won approval of an amended liquidating Chapter 11 plan pursuant to the Court's July 17, 2013 confirmation order. The revised plan, filed in May, is centered around a $72.4 million settlement payment from TD Bank NA. ROZEL JEWELER'S: Court Confirms Chapter 11 Plan ----------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania issued an order finally approving the disclosure statement and confirming the plan of small business of Rozel Jewelers, Inc. The Troubled Company Reporter, on April 6, 2017, reported that general unsecured creditors of Rozel Jeweler's Inc. will get 10.65% of their claims under the company's latest plan to exit Chapter 11 protection. An earlier version of the company's plan of reorganization proposed to pay 17% of general unsecured claims. Under the latest plan, Class 2 general unsecured creditors will receive a total distribution of $17,188 or approximately 10.65% of their claims over the life of the plan, according to Rozel's amended disclosure statement filed on March 23 with the U.S. Bankruptcy Court for the Western District of Pennsylvania. A copy of the amended disclosure statement is available for free at: https://is.gd/pBNIY4 About Rozel Jeweler's Headquartered in Conneaut Lake, Pennsylvania, Rozel Jeweler's, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10291) on March 31, 2016. The Debtor is represented by Daniel P. Foster, Esq., at Foster Law Offices. On Jan. 25, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2017, appointed five creditors of Royal Flush, Inc., to serve on an official committee of unsecured creditors. RUPARI FOOD: Obtains Final Approval of Cash Collateral Use ---------------------------------------------------------- Rupari Food Services, Inc., a producer of branded and private label restaurant-quality barbequed meats, including Tony Roma's(R) and Butcher's Prime(R) retail brands, on May 11, 2017, disclosed that it received court approval, subject to the submission of the agreed upon order, for a final cash collateral order that will provide ample liquidity to finance the company during the sale process. As previously announced, the company and a subsidiary of Carl Buddig & Company entered into an asset purchase agreement for the sale of the company, subject to higher or better bids. The Company expects the sale to close in June. "We are delighted to have achieved these key milestones along our path to a successful sale of our business that maximizes recoveries for our stakeholders, preserves jobs, and provides a seamless transition for our customers and vendors. We appreciate the support of our lenders, creditors' committee and other key stakeholders," stated Jack Kelly. In another development, Romacorp. Inc., the parent company of Tony Roma's, announced yesterday that it entered into a new license agreement with Ruprecht Company in violation of Rupari's exclusive rights under its license with Romacorp. This comes only one week after Rupari dismissed an adversary complaint without prejudice to refile the complaint in order to facilitate a consensual business solution between Rupari and Romacorp. "We are very disappointed that Romacorp took this action, which clearly interferes with our exclusive property rights under the Tony Roma's license and the automatic stay imposed by the Bankruptcy Code. Rupari spent millions of dollars marketing and developing the Tony Roma's brand over the past years with great success. We believe our license with Tony Roma's is in full force and effect notwithstanding Romacorp's wrongful attempt to terminate the license. We intend to pursue all available legal remedies against Romacorp and Ruprecht in consultation with our constituents," Jack Kelly added. However, the ultimate legal resolution of the dispute between Rupari and Tony Roma's has no impact on the Company's operations or supply of product to customers, nor will it impact the timing of the sale of the business in June. "Buddig remains committed to moving forward with the transaction," said Bob Buddig. The bid deadline for competing offers for the Rupari business is May 24, 2017 and a hearing to approve the sale of Rupari's business is scheduled for June 6, 2017. About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 17-10793) on April 10, 2017. The petitions were signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. Lawyers at DLA Piper LLP (US), led by R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., serve as counsel to the Debtors. The Debtors hired Kinetic Advisors LLC as financial advisor, and Donlin, Recano & Co., Inc. as claims and noticing agent. On April 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Lowenstein Sandler LLP, as counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, CohnReznick LLP and CohnReznick Capital Market Securities, LLC as its financial advisor and investment banker. RXI PHARMACEUTICALS: Continues to Offer 12.8M Common Shares ----------------------------------------------------------- RXi Pharmaceuticals Corporation filed a post-effective amendment No. 1 to its registration statement on Form S-1 which was previously declared effective by the Securities and Exchange Commission on Dec. 15, 2016. The Registration Statement registered the offer and sale of (i) 2,131,111 Class A Units, at a public offering price of $0.90 per unit, consisting of one share of the Company's common stock, par value $0.0001 per share, and a warrant to purchase one share of the Company's common stock and (ii) 8,082 Class B Units, at a public offering price of $1,000 per unit, consisting of warrants to purchase 1,111.11 shares of common stock and one share of the Company's Series B Convertible Preferred Stock, par value $0.0001 per share, convertible into 1,111.11 shares of common stock. Each warrant included in the Class A Units entitles its holder to purchase one share of common stock at an exercise price of $0.90. Each Class B Unit includes warrants entitling its holder to purchase a number of shares of common stock equal to 100% of the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock included in such units at an exercise price per share of $0.90. The Registration Statement also registered on a continuous basis 20,091,111 shares of common stock underlying shares of Series B Convertible Preferred Stock and warrants. In addition, the underwriters had the option to purchase up to (i) 1,666,666 additional shares of common stock, and (ii) additional warrants to purchase up to 1,666,666 additional shares of common stock solely to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The underwriters fully exercised the option, purchasing the additional 1,666,666 shares and the additional warrants to purchase up to 1,666,666 additional shares of common stock. No additional securities are being registered under this Amendment. All applicable registration fees were paid at the time of the Original Filing. The Amendment was filed to (i) update the contents of the prospectus contained in the Registration Statement pursuant to Section 10(a)(3) of the Securities Act in respect of the continuous offering pursuant to Rule 415 of up to 12,777,777 shares of common stock of the Company issuable upon exercise of outstanding unexercised warrants previously registered on the Registration Statement, (ii) incorporate certain information from the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2016, that was filed with the SEC on March 30, 2017, (iii) incorporate certain information from the Company's Definitive Proxy Statement on Schedule 14A that was filed with the SEC on April 27, 2017, and (iv) make an election to incorporate by reference information filed after the effective date of this Amendment pursuant to Item 12(b) of Form S-1 and make conforming changes to the undertakings included in Item 17 of this Amendment. The Company's common stock and the warrants are currently listed on The NASDAQ Capital Market under the symbol "RXII" and "RXIIW", respectively. The closing price of the Company's common stock on May 3, 2017, as reported by NASDAQ, was $0.62 per share. A full-text copy of the regulatory filing is available at: https://is.gd/4OsGH4 About RXi RXi Pharmaceuticals Corporation, a biotechnology company, focuses on discovering and developing therapies primarily in the areas of dermatology and ophthalmology. The company develops therapies based on siRNA technology and immunotherapy agents. Its clinical development programs include RXI-109, a self-delivering RNAi compound, which is in Phase IIa clinical trial that is used to prevent or reduce dermal scarring following surgery or trauma, as well as for the management of hypertrophic scars and keloids; and Samcyprone, an immunomodulation agent, which is in Phase IIa clinical trial for the treatment of various disorders, such as alopecia areata, warts, and cutaneous metastases of melanoma. The company's preclinical program includes the development of products for ocular indications with RXI-109, including retinal and corneal scarring. Its discovery stage development programs include a dermatology franchise for the discovery of collagenase and tyrosinase targets for its RNAi platform; and ophthalmology franchise, a program for the discovery of sd-rxRNA compounds for oncology indications, including retinoblastoma. The company was incorporated in 2011 and is headquartered in Marlborough, Mass. RXi reported a net loss applicable to common stockholders of $11.06 million on $19,000 of net revenues for the year ended Dec. 31, 2016, compared to a net loss applicable to common stockholders of $10.43 million on $34,000 of net revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, RXi had $13.39 million in total assets, $2.54 million in total liabilities, all current, and $10.85 million in total stockholders' equity. SAVANNA ENERGY: Reports Q1 Results, Enters Into Amended Waiver -------------------------------------------------------------- Savanna Energy Services Corp. reported financial results for the first quarter of 2017. First Quarter Results Savanna (SVY) generated revenue of $117.3 million, EBITDAS of $10.8 million and a net loss, attributable to shareholders of the Company, of $19.8 million or $0.17 per share in the first quarter of 2017, compared to revenue of $93.7 million, EBITDAS of $20.3 million and a net loss, attributable to shareholders of the Company, of $10.1 million or $0.11 per share in Q1 2016. Improving industry sentiment in late 2016 and into 2017, resulted in increased activity levels throughout Savanna's business lines in Canada and drilling activity in the U.S. The increased activity in Canada resulted in revenue and operating margin increases in Canadian drilling, well servicing and rentals compared to Q1 2016, despite lower year-over-year pricing. However, lower utilization and operating margins in Savanna's Australian divisions, combined with the effect of 2016 contract rollovers and negative operating margins realized in the Company's U.S. drilling division, resulted in lower overall operating margin and EBITDAS in Q1 2017 compared to Q1 2016. Savanna's negative operating margins in U.S. drilling resulted from increased operating costs associated with reestablishing a more significant operation in the Permian basin. In Canada, revenues increased by $25.8 million and operating margin increased by $2.5 million relative to Q1 2016. In the U.S., compared to Q1 2016, revenues increased by $4 million while operating margin declined by $8.7 million. In Australia, revenues were $6.2 million lower and operating margin was $3.8 million lower compared to Q1 2016. Savanna's overall operating margin in Q1 2017 was $10 million lower relative to Q1 2016, and operating margin percentages were 15 percentage points lower. General and administrative expenses declined from $7.8 million in Q1 2016 to $7.3 million in Q1 2017. As a result, EBITDAS was $9.5 million lower than in Q1 2016. Long-reach drilling, shallow drilling, well servicing and rentals in Canada all experienced increases in utilization and activity, which resulted in higher revenue and operating margins compared to Q1 2016, despite year-over-year pricing decreases. Billable days in long-reach drilling increased by 123% relative to Q1 2016, while average day rates were 11% lower. The shallow drilling fleet achieved a 51% increase in billable days with average day rates 16% lower relative to Q1 2016. Activity in well servicing increased by 47%, while pricing remained relatively flat compared to Q1 2016, after increasing from Q4 2016 levels to cover higher labour costs. Other than labour costs in Canadian well servicing, per day/hour rig costs and field office costs were relatively in-line with Q1 2016, in each of Savanna's Canadian operating divisions. Overall in Canada during Q1 2017, Savanna generated $11.5 million in operating margin on $63.8 million of revenue, compared to $9 million in operating margin on $38 million of revenue in Q1 2016. Sequentially, operating margins increased compared to the $4.6 million generated on $41.8 million of revenue in Canada in Q4 2016 as a result of a seasonal increase in activity levels. In the U.S., increases in drilling activity were driven by a larger number of drilling rigs working in the quarter, which resulted in increased revenue in Q1 2017, relative to Q1 2016, despite a 31% decrease in average day rates. The decrease in day rates in the U.S. were based on 2016 contract roll overs on two of Savanna's three Velox triple drilling rigs with Q1 2017 rates approximately $10,000 U.S. dollars per day lower than in Q1 2016, and changes in rig mix, as seven rigs were upgraded and reactivated in the Permian basin in the second half of 2016. A delay in the commencement of work under the two new Marcellus contracts, as well as crew retention, rig move, and repairs and maintenance costs associated with those two rigs and the rigs recently reactivated in West Texas, combined with an increase in field office costs and operational challenges in the region in Q1 2017, resulted in negative operating margins in Savanna's U.S. drilling division in the quarter. In Savanna's U.S. well servicing division, both utilization and pricing decreased in Q1 2017, relative to Q1 2016, which resulted in decreases in revenue and operating margin. Overall in the U.S., Savanna generated negative $1.9 million in operating margin on $21 million of revenue in Q1 2017, compared to $0.1 million in operating margin on $22.3 million of revenue in Q4 2016 and $6.8 million in operating margin on $17 million of revenue in Q1 2016. Negative operating margins have been realized in the Company's West Texas operation in the last two quarters and management is focused on improving results in the region. Savanna's strategic decision to reactivate drilling rigs in the Permian basin is expected to yield positive results as this market continues to improve and efforts to improve the efficiency of operations take effect. In Australia, Savanna's drilling, well servicing and trucking divisions experienced activity and revenue declines relative to Q1 2016. The decreases were driven by fewer rigs under contract and a decrease in trucking activity related to lower well servicing and drilling activity. Operating margin percentages also decreased in the quarter based on a greater proportion of operating versus stand-by activity in Q1 2017 relative to Q1 2016. Savanna generated $8.4 million in operating margin on $32.5 million of revenue in Australia in Q1 2017, compared to $12.3 million in operating margin on $38.7 million of revenue in Q1 2016. Sequentially, operating margin decreased from the $13.2 million generated on $40.1 million of revenue in Australia in Q4 2016. The decrease in operating margin sequentially was a result of decreases in drilling, well servicing and trucking activity in the quarter. Overall for the quarter, lower utilization and operating margins in Savanna's Australian divisions and U.S. well servicing division, combined with the negative operating margins realized in the Company's U.S. drilling division, resulted in a 47% decrease in EBITDAS, compared to Q1 2016. Additionally in Q1 2017, Savanna incurred $8.8 million of expenses with respect to Total Energy Services Inc.'s ("Total") take-over bid and Savanna's strategic review process undertaken in response thereto. The expenses incurred include financial and advisory costs, severance and other change of control costs, as well as legal and other professional fees. The acquisition by Total of more than 50% of the outstanding common shares of Savanna also triggered accelerated vesting provisions with respect to all of Savanna's share-based rewards, which resulted in a $2.2 million increase in share-based compensation expense. The decrease in EBITDAS, combined with the take-over bid related costs and increase in share-based compensation expense, resulted in a $9.5 million, or 94%, increase in the Company's net loss, compared to Q1 2016. Sequentially, Savanna's overall EBITDAS decreased from the $12.2 million generated in Q4 2016, in part due to increases in general and administrative expenses. Compared to Q4 2016 general and administrative expenses increased in Q1 2017, as a result of salary and wage roll back reversals, a reduction in the amount of salaries and wages capitalized toward Savanna's enterprise resource planning system upgrades, fees related to the audit of the Company's annual financial statements, and bad debt expenses. Savanna's net loss attributable to the shareholders of the Company increased from the Q4 2016 net loss attributable to the shareholders of the Company of $18.9 million, or $0.20 per share. The sequential increase in net loss was primarily a result of lower EBITDAS and the take-over bid and strategic review expenses outlined above, partially offset by an increase in deferred income tax recoveries due to a $4.3 million write-down against deferred tax assets in Q4 2016. Balance Sheet Savanna's working capital(1) at March 31, 2017, was $61.8 million, which included $25.4 million in cash. Savanna's total long-term debt outstanding on March 31, 2017, excluding unamortized debt issue costs, was $281.7 million, compared to $249.7 million outstanding at December 31, 2016. The March 31, 2017 total long-term debt amount included $4.2 million in gross partnership debt, of which Savanna's proportionate share is approximately 50%. Savanna's total debt position at March 31, 2017, net of cash, was $256.2 million compared to $235.1 million at December 31, 2016. Savanna's total debt, net of cash increased from the end of the year based on working capital requirements in the first quarter. The acquisition by Total of more than 50% of the outstanding common shares of Savanna was an event of default under Savanna's syndicated credit facility, second lien senior secured term loan, and mortgage. After evaluating its options and consulting with Total, Savanna determined to issue a change of control offer to repurchase the outstanding principal of senior unsecured notes at a price of 101% of the principal amount thereof. A holder of $60 million aggregate principal amount of senior unsecured notes agreed that it will not tender to the change of control offer, which expires on June 22, 2017. As a result of the defaults and change of control offer, all of the amounts under the syndicated credit facility, second lien senior secured term loan, and mortgage, and $47.1 million of the senior unsecured notes have been classified as a current liability on the Company's balance sheet at March 31, 2017. Savanna has engaged with Total who currently owns approximately 86% of the outstanding common shares of Savanna, and expects that any refinancing required with respect to its syndicated credit facility, second lien senior secured term loan, mortgage, and/or senior unsecured notes will be available to Savanna on a timely basis. On April 21, 2017, Savanna entered into a temporary waiver agreement with the lenders of its syndicated credit facility. In May 2017, Savanna also received a waiver in respect of its mortgage. On May 12, 2017, Savanna entered into an amended and restated temporary waiver agreement (the "Waiver") with the lenders of its syndicated credit facility. Pursuant to the Waiver, such lenders have: (a) acknowledged certain defaults under the syndicated credit facility that have occurred as a result of the acquisition by Total of more than 50% of the outstanding common shares of Savanna and the previously announced demand for payment pursuant to Savanna's second lien credit facility; and (b) waived such defaults until the earliest to occur of: (i) 2 business days immediately preceding the date of any repayment or redemption of Savanna's senior unsecured notes, (ii) the occurrence of any other default or event of default under the syndicated credit facility or other credit document, (iii) 2 business days immediately following the date upon which Savanna becomes a wholly owned subsidiary of Total, and (iv) June 30, 2017. Outlook The positive oil and natural gas industry sentiment entering 2017, contributed to significant improvement in North American industry activity in Q1 2017. In Canada, activity levels increased significantly in Q1 2017 relative to Q1 2016, however meaningful price increases did not materialize. Based on current stated customer intentions, Savanna expects activity to continue improving for the remainder of 2017 relative to 2016. With continued increases in activity, Savanna expects pricing will begin to improve gradually into the second half of 2017 in Canada. In the U.S., Savanna currently has two AC double drilling rigs and one Velox AC triple drilling rig under contract throughout 2017 and most of 2018 in the Marcellus. Rates, particularly with respect to Savanna's Velox AC triple drilling rigs, are beginning to show signs of upward momentum. In Q2 2017, Savanna signed a two-year contract on its Velox AC triple drilling rig in West Texas with a day rate over 30% higher compared to the lows reached in 2016. Savanna's third Velox triple drilling rig, not under long-term contract, is currently working at rates 15% higher than the lows reached in 2016. With respect to the drilling rigs reactivated in the Permian basis in the second half of 2016, Savanna expects operating margins on these rigs to begin improving later in the quarter and through the remainder of 2017, relative to the negative margins realized over the last two quarters. Additional drilling rig reactivations in the Permian basin, will be deferred until profitability in the region improves. In Australia, Savanna expects to have a new contract with an existing customer finalized in Q2 2017. The terms of the new contract have been agreed to outside of the formal tender process, which will cover one drilling rig, five service rigs and two flush-by units. All of these rigs are currently working for the same customer under various contacts. The drilling rig will begin working under the new contract once finalized, while the seven original new-build contracts still in place in Australia will move onto the new contract as the original ones expire throughout the second half of 2017. The Company also has two other service rigs and one drilling rig on contract with a second customer and expects a third drilling rig to begin work with a third customer later in Q2 2017. Savanna believes its built-for-purpose drilling and service rigs, as well as its operational and safety performance, puts the Company in a strong competitive position to re-contract all of its drilling and service rigs in Australia. On April 5, 2017 the Board of Directors of Savanna was reconstituted and Daniel Halyk was appointed President and CEO of Savanna. Following this reconstitution, Savanna began the process of engagement with Total to formulate a business integration plan. Such plan will be premised on the primary objective of improving the financial performance of the combined entity by achieving revenue synergies and realizing operational and administrative efficiencies and cost savings. Execution of such plan will be completed as soon as reasonable practicable following completion of the acquisition of Savanna by Total, which is expected to occur prior to June 30, 2017. FIRST QUARTER RESULTS Overall contract drilling revenue increased relative to Q1 2016 as a result of higher activity levels in Canada and the U.S., notwithstanding lower day rates. Savanna increased market share in Canada in Q1 2017, despite having only one drilling rig on a long-term contract, and the higher activity levels resulted in revenue and operating margin increases relative to Q1 2016. In Canadian long-reach drilling, billable days increased by 123% while day rates were 11% lower compared to Q1 2016, and in shallow drilling in Canada, billable days increased by 51% while day rates were 16% lower. Competitive pressures in Canada, combined with pricing of Q1 work in the fall 2016, held day rates relatively low in the quarter which was the primary driver for the decrease operating margin percentages in Canada relative to Q1 2016. Billable days in the U.S. increased 108%, based on more rigs working, relative to Q1 2016, while average day rates were 31% lower. The decrease in day rates in the U.S. were based on 2016 contract roll overs on two of Savanna's three Velox triple drilling rigs with Q1 2017 rates approximately $10,000 U.S. dollars per day lower than in Q1 2016, and changes in rig mix, as seven rigs were upgraded and reactivated in the Permian basin in the second half of 2016. A delay in the commencement of work under the two new Marcellus contracts, as well as crew retention, rig move, and repairs and maintenance costs associated with those two rigs and the rigs recently reactivated in West Texas, combined with an increase in field office costs and operational challenges in the region in Q1 2017, resulted in negative operating margins in the U.S. in the quarter. In Australia, revenue decreased compared to Q1 2016 based on a 35% decrease in billable days. There were also additional costs related to mobilizing one of the drilling rigs for work with a new customer that commenced late in Q1 2017. The decrease in billable days combined with the mobilization costs resulted in a decrease in operating margin and operating margin percentages in Australia drilling in Q1 2017, compared to Q1 2016. FIRST QUARTER RESULTS Revenue for Savanna's oilfield services division in Q1 2017 increased relative to Q1 2016, as increases in activity in Canada more than offset decreases in activity in the U.S. and Australia in the respective periods. In Canada, revenue and operating margin in Q1 2017 increased relative to Q1 2016 based on a 47% increase in operating hours in Canadian well servicing and a 22% increase in Canadian rental revenue. In U.S. well servicing, revenue and operating margin decreased relative to Q1 2016 based on a 12% decrease in activity and pricing. The revenue decreases in Australia in Q1 2017 compared to Q1 2016 were based on a 22% decrease in billable hours in Australia well servicing and a decrease in trucking activity. The decrease in billable hours, as a result of having one less service rig and one less flush-by unit on contract, were partially offset by higher rates, which were based on a greater proportion of operating hours versus stand-by hours in Q1 2017 relative to Q1 2016. The decrease in billable hours did negatively affect Australian operating margin in Q1 2017 as per hour operating margins were relatively flat compared to Q1 2016. About Savanna Savanna is a contract drilling and oilfield services company operating in North America and Australia providing a broad range of drilling, well servicing and related services with a focus on fit for purpose technologies and industry-leading Aboriginal relationships. SCOTT A. BERGER: Unsecureds to Recover 25% Under Plan ----------------------------------------------------- Scott A. Berger, M.D., P.A., filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated May 3, 2017, referring to the Debtor's plan of reorganization. Holders of Class 2 General Unsecured Claims of $1,500 or less or allowed Class 3 claimants who agree to reduce their claim to $1,500 and agree to be treated as a Class 2 claimant will be paid 25% of their allowed claim on the Effective Date. Class 3 is all other general unsecured allowed claims not otherwise dealt with in the Plan. The Debtor proposes to distribute the sum of $50,000 pro rata, without interest, to all allowed Class 3 claimants in one lump sum 90 days after the Effective Date. The funds necessary for Class 1 and 3 will be paid by Scott A. Berger and the Debtor. The funds necessary for Class 2 will be derived from the ongoing operations of the Debtor. The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-19155-130.pdf About Scott A. Berger, M.D. Scott A. Berger, M.D., P.A., aka Pain Management Consultants of South Florida, aka Pain Management Consultants of West Boca, is based at 9970 Central Park Blvd #401, Boca Raton, Florida. Scott A. Berger, M.D., P.A., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-19155) on June 29, 2016. Scott A. Berger, MD, director, signed the petition. The Debtor is represented by Tarek K. Kiem, Esq., at Rappaport Osborne Rappaport & Kiem, PL. The case is assigned to Judge Erik P. Kimball. The Debtor estimated assets at $100,000 to $500,000 and debt at $1 million to $10 million at the time of the filing. SEMLER SCIENTIFIC: Extends Maturity of $1.5M Notes by 1 Year ------------------------------------------------------------ Semler Scientific, Inc., entered into an amendment to certain outstanding promissory notes having an aggregate principal amount of $1.5 million and certain outstanding warrants to acquire an aggregate 228,572 shares of its common stock issued in connection with such notes, in each case held by the Chang Family Trust, a significant stockholder and the family trust of its former director, William H.C. Chang. As previously reported, in January 2016, the Company issued an aggregate $1.5 million of promissory notes to the Chang Family Trust, which notes, as issued, were to have matured two years from the issuance date. As amended, the maturity date for each note has now been extended by 12 months, and the interest rate on the $500,000 note has been increased to 10.0% for the final 12 months of its term. In each case, interest will accrue on the unpaid principal and accrued interest as of the original two-year maturity date in the final year term of the notes. The other terms of the notes remain unchanged. As previously reported, in connection with the issuance of the notes, the Company issued the Chang Family Trust two-year warrants to purchase an aggregate 228,572 shares of its common stock at an exercise price of $1.75 per share. As issued, the warrants were not able to be exercised, absent receipt of stockholder approval, if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company's common stock. This condition was removed by the amendments, and accordingly, stockholder approval is no longer required. In connection with the foregoing amendment, the Company issued the Chang Family Trust a warrant to purchase 134,616 shares of its common stock at an exercise price of $2.60 per share. The warrant expires Jan. 21, 2022, three years after the latest maturity date of the promissory notes, as amended. About Semler Scientific Semler Scientific, Inc., provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss of $2.55 million on $7.43 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $3.07 million in total assets, $5.99 million in total liabilities and a total stockholders' deficit of $2.91 million. BDO USA, 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 negative working capital, a stockholders' deficit, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SEMLER SCIENTIFIC: William H.C. Chang Reports 23.4% Stake --------------------------------------------------------- William H.C. Chang is the beneficial owner of an aggregate of 1,328,494 shares of Semler Scientific, Inc.'s common stock (approximately 23.4% based on 5,313,568 shares issued and outstanding on March 16, 2017), according to a regulatory filing with the Securities and Exchange Commission. Mr. Chang shares voting and investment control over those shares with his spouse, as co-Trustee of the Chang Family Trust. Such beneficial ownership includes: (i) 965,306 shares of Semler's common stock; (ii) an aggregate of 228,572 shares of Semler's common stock issuable upon exercise of outstanding warrants, which have an exercise price of $1.75 per share and expire January 2018; and (iii) 134,616 shares of the Issuer's common stock issuable upon exercise of outstanding warrants, which have an exercise price of $2.60 per share and expire January 2022. On May 2, 2017, Mr. Chang acquired warrants to purchase 134,616 shares of Semler's common stock at $2.60 per share, which warrants expire Jan. 21, 2022. Those warrants were issued in connection with the agreement to extend the maturity date of certain outstanding loans from Mr. Chang to the Issuer, which loans have an aggregate principal amount of $1.5 million, and the amendment of outstanding warrants to acquire an aggregate of 228,572 shares of Semler's common stock at $1.75 per share issued in January 2016 in connection with the extension of such loans, to remove the requirement to obtain stockholder consent if the exercise of those warrants would result in the Reporting Person having beneficial ownership of more than 19.99% of Semler's common stock. Mr. Chang consummated the transactions in order to acquire an interest in Semler for investment purposes. Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, Mr. Chang said he may purchase additional equity or other securities of the Issuer or dispose of some or all of his holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, or in any combination of the foregoing, subject to the Issuer's insider trading policy and relevant applicable securities laws and regulations. A full-text copy of the regulatory filing is available for free at: https://is.gd/ep3exO About Semler Scientific Semler Scientific, Inc., provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss of $2.55 million on $7.43 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $3.07 million in total assets, $5.99 million in total liabilities and a total stockholders' deficit of $2.91 million. BDO USA, LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has negative working capital, a stockholders' deficit, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SHIRLEY MCCLURE: Reactory Buying Gaylord Property for $250K ----------------------------------------------------------- John P. Reitman, Trustee of Shirley Foose McClure, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of residential real property located at 145 North Otsego Drive, Gaylord, Michigan ("Otsego Property"), to Rectory Realty, LLC, for $250,000, subject to overbid. A hearing on the Motion is set for June 27, 2017 at 10:00 a.m. The Estate owns three real properties in Gaylord Michigan: the Otsego Property, another residential property located at and 93 Invitational Drive, Gaylord, Michigan ("Invitational Property"), and the lot adjacent thereto. By the Motion, the Trustee asks an order authorizing the sale of the Otsego Property only. The Trustee has also found a purchaser for the Invitational Property, and will bring a separate motion seeking an order authorizing the sale of that property. The Otsego Property is not encumbered by any secured debt. On Aug. 1, 2016, shortly before the appointment of the Trustee, the Debtor entered into a one-year Residential Lease Agreement pursuant to which the Otsego Property was leased to a tenant, Gail Collins, for $1,200 per month. Nonetheless, the costs of repairing and maintaining the Otsego Property have totaled $11,590 since the appointment of the Trustee, and the Otsego Property has not generated a positive cash flow for the Estate during the Trustee's administration, prompting the Trustee to determine, in the exercise of his sound business judgment, that a sale of the Otsego Property is in the best interests of the Debtor's Estate and all having an interest therein. Apart from property insurance premiums in the aggregate amount of $1,270, such maintenance and repair costs have included $4,953 for repairs to the plumbing system, $922 for repairs to the basement of the property which flooded in September 2016, $488 to replace a broken clothes washing machine, and $2,289 in delinquent property taxes that were not timely paid by the Debtor. Moreover, in February 2017, in the dead of the Michigan winter, the furnace in the property failed, apparently because routine maintenance had not been performed by the Debtor, occasioning the expenditure of an additional $1,014 in diagnostic work. The furnace has not been repaired. Ms. Collins has arranged, with the Trustee's agreement, to terminate the lease and will shortly vacate the property. The defects in the furnace and the heating system have been disclosed to the purchaser of the property and the property is to be sold "as is." On Jan. 1, 2017, the Trustee filed and served his application for an Order of the Court authorizing the employment of Berkshire Hathaway Michigan Real Estate as listing agent and broker for the marketing and sale of the Michigan Properties. The Debtor objected to the Trustee's Application. The Trustee timely filed and served his reply to the Debtor's Objection and, following a hearing held on Feb. 21, 2017, the Court entered its order overruling the Debtor's Objection and granting the Trustee's Application on Feb. 28, 2017. Berkshire Hathaway has been actively marketing the Otsego Property since that time, and has received offers from two prospective purchasers, which it forwarded to the Trustee. The Trustee, in the exercise of his sound business judgment, has agreed, subject to the Court's approval, to sell the Otsego Property "as is" to the Purchaser for $250,000. The Purchaser is aware and acknowledges that the furnace and heating system do not work properly. Moreover, the Debtor has asserted that her son, Jason McClure, claims ownership of certain personal property in the Otsego Property. Accordingly, the Purchaser has acknowledged that only fixtures, built in appliances and a clothes washing machine purchased by the Estate are included in the sale. The agreement between the Trustee and the Purchaser is memorialized in the Purchase Agreement. As is set forth therein, the Otsego Property is being sold "as is," with no contingencies or warranties. The sale of the Otsego Property to the Purchaser is subject to approval by the Court and to overbid, as set forth. The Purchaser has paid a deposit of $25,000 which has been placed in escrow with Alpine Title & Escrow, and has agreed to pay the remainder of the purchase price in cash upon the close of escrow. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Shirley_McClure_1190_Sales.pdf The Trustee asks approval of these bidding procedures: a. Bid Deadline: June 21, 2017 at 4:00 p.m. b. Initial Overbid Amount: $260,000 c. Deposit: $26,000 d. Auction: At the hearing on the Motion on June 27, 2017 at 10:00 a.m. e. The closing date of the sale to the Successful Bidder will be a date to which the Trustee and the Successful Bidder agree in writing, but in no event more than 21 days after entry of the order granting the Motion. f. If the sale to the Successful Bidder does not close within 21 days after entry of the order granting the Motion, for any reason other than the fault of the Trustee, the Trustee may retain the entire deposit amount submitted by the Successful Bidder without recourse by such bidder. The bidding procedure proposed by the Trustee is designed to encourage competitive bidding while ensuring that all persons participating in the auction process have the financial wherewithal to close the sale in a timely fashion. The Trustee believes that this procedure will permit him to achieve the highest price for the Otsego Property without unduly delaying the sale, and therefore the procedure should be approved by the Court. The Trustee is not aware of any liens claims and interests encumbering the Otsego Property, other than certain real property taxes which were disclosed in a preliminary title report, and which the Trustee believes he has already paid. The Trustee asks authority to pay from escrow a total commission of up to 7% of the final purchase price to Berkshire Hathaway; and the seller's customary costs of sale, including title and escrow charges, from escrow. The Trustee will not be able to close escrow without paying these amounts, and the claims that will be satisfied would otherwise constitute administrative expense claims. The Trustee should be authorized to sell the Otsego Property outside of the ordinary course of business, because the Otsego Property is an asset of the Estate that can be liquidated to generate funds for the payment of creditors, and because the costs of its maintenance and repair constitute a drain on the Estate. The Otsego Property is not the Debtor's residence, and the Debtor has not (and could not) claim any homestead exemption with respect to it. Accordingly, the Trustee asks the Court to approve the sale of the Otsego Property to the Buyer free and clear of all liens, claims, and interests; and for such other and further relief it deems just and proper. The Trustee asks that the Court waive the 14-day stay on the effectiveness of the Order authorizing the sale of estate property imposed by Federal Rule of Bankruptcy Procedure 6004(h). The Purchaser can be reached at: REACTORY REALTY, LLC P.O. Box 577 Gaylord, MI 49734 About Shirley Foose McClure Shirley Foose McClure sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 13-10386) on Dec. 21, 2012. The Debtor's estate is comprised of her interest in multiple parcels of income producing real property in Southern California, San Francisco, Maui and Michigan and claims asserted in two lawsuits against attorneys who formerly represented her. On July 12, 2016, the Court entered an order directing the Office of the U.S. Trustee to appoint a Chapter 11 trustee. On July 27, 2016, the U.S. Trustee appointed John P. Reitman as Chapter 11 trustee. On Aug. 3, 2016, the Court entered its order approving the appointment of Mr. Reitman as the Trustee. Counsel for the Chapter 11 Trustee: Jon L.R. Dalberg LANDAU GOTTFRIED & BERGER LLP 1801 Century Park East, Suite 700 Los Angeles, California Telephone: (310) 557-0050 Facsimile: (310) 557-0056 E-mail: jdalberg@lgbfirm.com SITEONE LANDSCAPE: Term Loan Repricing Credit Pos, Moody's Says --------------------------------------------------------------- Moody's Investors Service said that SiteOne Landscape Supply Holding, LLC's proposed repricing of its $297 million first lien senior secured term loan due 2022 is credit positive given that it will reduce interest expense by about $3 million and incrementally improve free cash flow. The lower interest expense will also slightly improve the company's interest coverage with EBITDA less capex to interest reaching about 3.6x from 3.3x currently. However, SiteOne's B1 Corporate Family Rating, B2 senior secured first lien term loan rating and stable outlook are not affected. SiteOne Landscape Supply Holding, LLC, headquartered in Roswell, Georgia and formerly known as John Deere Landscapes, is a national wholesale distributor of landscaping supplies in the U.S. and Canada. The company offers approximately 100,000 SKUs, including irrigation supplies, landscape accessories, fertilized and nursery products, hardscapes, and maintenance supplies and operates through over 478 locations. Its customers include residential and commercial landscape professionals. Clayton Dubilier & Rice and Deere & Company own approximately 14% of SiteOne. In the last twelve months ending April 2, 2017, the company generated approximately $1.65 billion in revenues. SIXTY SIXTY CONDO: Must File Amended Plan & Disclosures by May 23 ----------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has given Sixty Sixty Condominium Association, Inc., until May 23, 2017, to file an amended plan of reorganization and amended disclosure statement. The Amended Plan and Disclosure Statement must incorporate the following provisions: a. the Debtor will eliminate all plan provisions that change the voting rights of the unit owners. Any changes to voting rights may only be accomplished in compliance with the applicable provisions in the Declaration and the By- Laws; b. in the disclosure relating to the bulk sale alternative, the Debtor will disclose the Right of First Refusal Issue and will describe the two possible outcomes; and c. the Debtor shall make the changes it agreed to make as described in paragraph 12 of the Debtor's reply to resolve Florida Building & Supply, Inc.'s objection to the Disclosure Statement. The deadline for parties in interest to file objections to the Amended Disclosure Statement is June 9, 2017. The Court will hold a hearing to consider approval of the Debtor's Amended Disclosure Statement on June 21, 2017, at 2:00 p.m. Two parties filed objections to the Disclosure Statement: FBS's objection to the Debtor's Disclosure Statement in support of the Plan and Secured Creditor, Schecher Group, Inc.'s (I) objection to Disclosure Statement in support of the Plan and (II) request for dismissal of the Debtor's Chapter 11 case. Prior to the hearing, in a reply filed by the Debtor to the two objections to the Disclosure Statement, the Debtor agreed to make several changes in order to address the concerns of FBS. The Schecher Group's Objection brings up, among other things, its right of first refusal in Section 17.1 of the Declaration of Sixty Sixty Condominium. The Schecher Group argues that its right of first refusal allows it to match the price allocated to each individual unit and to buy individual units at that price notwithstanding the Debtor's request to approve a bulk sale in its Plan and Disclosure Statement. The Debtor, in turn, argues that the right of first refusal requires the Schecher Group to match the purchase price for all of the units that would be included in a bulk sale offer made by a potential buyer. Although raised in the Schecher Group's Objection to the Disclosure Statement, the Right of First Refusal Issue also relates to the Debtor's application to employ broker and approve bid procedures. The Court is denying as moot the FBS Objection, sustaining in part the Schecher Group's Objection, requiring the Debtor to file an Amended Plan and an Amended Disclosure Statement and setting a hearing to consider the approval of the Amended Disclosure Statement. The Court is also setting a briefing schedule on the Right of First Refusal Issue, and continuing the hearings on the application to employ broker and approve bid procedures and the application to employ manager. The Schecher Group's Objection to the Disclosure Statement is sustained in part to the extent the Debtor seeks to amend the voting rights of Unit Owners, the Debtor, and the Schecher Group pursuant to a chapter 11 plan and in violation of the Declaration and the By-Laws of Sixty Sixty Condominium Association, Inc. The Court finds that the Debtor cannot rely on 11 U.S.C. Section 1123(a)(5)(I) to dilute the voting rights of the Schecher Group in a Plan. The Schecher Group has vested property rights to the votes provided to it in the Declaration and the By-Laws, both of which are covenants that run with the land and that define the property rights between the Debtor, Unit Owners, and the Schecher Group. The Schecher Group's request for dismissal in its Objection is denied without prejudice. By May 26, 2017, the Schecher Group will file an objection to the application to employ broker and approve bid procedures addressing the Right of First Refusal Issue. The Debtor will file a response to the Schecher Group's objection to the application to employ broker and approve bid procedures by June 9, 2017. The Court will conduct a further hearing on the application to employ broker and approve bid procedures and the application to employ manager on June 21, 2017, at 2:00 p.m. About Sixty Sixty Condominium Association, Inc Sixty Sixty Condominium is a mixed-use hotel/residential building located at 6060 Indian Creek Drive in Miami Beach, Florida. It is a not-for-profit corporation. It is responsible for, among other things, the management, operation, and maintenance of the Condominium's "Common Elements", and other obligations imposed by state statute. Sixty Sixty Condominium Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on Dec. 5, 2016, listing $100,000 to $500,000 in total assets, and $1 million to $10 million in liabilities. The petition was signed by Maria Velez, president of the Board of Directors. The Hon. Robert A Mark presides over the case. Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor as counsel. SMART WORLDWIDE: S&P Puts 'B' CCR on CreditWatch Positive --------------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Newark, Calif.-based SMART Worldwide Holdings Inc. and all issue-level ratings on the firm's debt on CreditWatch with positive implications. "The CreditWatch placement follows SMART's announcement that it intends to sell 5.3 million shares in an IPO for proceeds of approximately $67 million, and to use $60 million of the proceeds to repay outstanding indebtedness," said S&P Global Ratings credit analyst James Thomas. S&P expects that this transaction, once completed, will lower adjusted leverage to under 3x and reduce Silver Lake's ownership stake of the company to approximately 62%. A stabilizing economic climate in Brazil and strong growth from specialty NAND modules have enabled SMART to report three consecutive quarters of double-digit revenue growth, and S&P expects leverage to remain under 3x post-IPO. S&P believes that the combined effect of lower leverage and reduced financial sponsor ownership could lead us to upgrade SMART in the event of a successful IPO. SOUTHERN SANDBLASTING: Hires Kevin Riles Commercial as Broker ------------------------------------------------------------- Southern Sandblasting & Coatings, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kevin Riles Commercial as real estate broker. The Debtor requires Riles to sell the real property at 8458 FM 1960, Dayton, Liberty County, TX 77535-5726. The Debtor will pay a 6% brokers fee to Riles upon the sale of the Property. Kevin Riles, broker at Kevin Riles Commercial, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Riles may be reached at: Kevin Riles Kevin Riles Commercial 14090 Southwest Freeway, Suite 300 Sugar Land, TX 77478 Phone: 281-403-3700 Fax: 832-553-2993 Email: kevin@KevinRilesCommercial.com About Southern Sandblasting & Coatings Southern Sandblasting & Coatings, Inc., based in Humble, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30823) on February 7, 2017. The Hon. Jeff Bohm presides over the case. Reese W. Baker, Esq., at Baker & Associates, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Ernest W. Watson, Jr., president. SPENDSMART NETWORKS: Extends $275K Note Maturity to July 2017 ------------------------------------------------------------- Spendsmart Networks, Inc. amended one May 5, 2015 9% Convertible Promissory Note with a principal amount of $275,000 as follows: the maturity date was extended to July 7, 2017, and in the event the borrower completes an asset sale or capital raise of more than $275,000, then the Notes will automatically immediately become due and payable, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About SpendSmart Networks SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. Spendsmart Networks reported a net loss of $11.9 million on $5.58 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Spendsmart Networks had $3.27 million in total assets, $6.48 million in total liabilities and a total stockholders' deficit of $3.21 million. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses and has yet to establish a profitable operation and at Dec. 31, 2015, has negative working capital and stockholders' deficit. These factors among others raise substantial doubt about its ability to continue as a going concern. SUNEDISON INC: Chubb Companies Object to Disclosure Statement ------------------------------------------------------------- ACE American Insurance Company, Illinois Union Insurance Company, et al. (the "Chubb Companies") object to the disclosure statement explaining the joint plan of reorganization of SunEdison, Inc., and its debtor affiliates. The Chubb Companies complain it is improper for the Debtors to seek to continue to receive the benefits of the insurance programs while they intend to satisfy only a portion of their obligations to the Chubb Companies under a single insurance policy, namely the Debtors' obligations under the D&O Insurance. The Chubb Companies assert that because the Debtors seek to continue to receive the benefits of the Insurance Programs, the Debtors must remain liable for the obligations arising under each of the insurance programs. The Arizona Public Service Company; Kohl's Department Stores, Inc.; Municipal Employees Retirement System of Michigan, as lead plaintiff, and the Class; Thomas Clemens Jensen; Jan Anskjaer; Jason Eschenbrenner; and Kevin Mui; also filed separate objections to the approval of the Disclosure Statement. The Chubb Companies are represented by: Wendy M. Simkulak, Esq. DUANE MORRIS LLP 1540 Broadway, 14th Floor New York, NY 10036-4086 Tel: (212) 692-1000 Fax: (212) 692-1020 -- and -- Walter W. Gouldsbury III, Esq. DUANE MORRIS LLP 30 South 17th Street Philadelphia, PA 19103-4196 Tel: (215) 979-1000 Fax: (215) 979-1020 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: Shareholder Group Voices Concerns Over Disclosures ----------------------------------------------------------------- The following statement is being issued by the SunEdison Shareholder Group regarding SunEdison. On April 8, 2017, members of the SunEdison Shareholder Group filed a preliminary objection to the Disclosure Statement for SunEdison's proposed plan of liquidation, asking the Court to require that the company correct the informational deficiency which has plagued its chapter 11 cases since their inception. The objection alleges that SunEdison's Disclosure Statement is murky about a host of critical issues, notably including the failure to identify what happened to almost $20 billion in investment capital, the eradication of SunEdison's lucrative servicing business, and SunEdison's decision to liquidate rather than reorganize. According to the publicly filed objection, "shareholders as a group have had no practical ability to pursue discovery, let alone an opportunity to engage with the Debtors or the Creditors' Committee. Importantly, no independent party, such as an examiner, has been appointed to look into and report on the facts behind SunEdison's collapse and to 'follow the money.'" Jordan Danelz, chair of the group explains: "The Disclosure Statement raises many more questions than it answers. The Debtors cannot expect shareholders to accept the bald assertion that our investments have been completely eliminated -- and go on our merry way. We deserve answers and we intend to get them." The SunEdison Shareholder Group consists of over 1,000 individual investors in SunEdison representing at least eight percent of SunEdison's total outstanding shares. Certain members of the group have pooled their resources to hire lawyers and financial advisors to assert their rights. Interested parties can view the objection on the website. All shareholders are urged to protect their investments by visiting www.SUNEQ-Equity.com or emailing join@suneq-equity.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. SURGERY CENTER: Moody's Affirms B3 CFR, Outlook Developing ---------------------------------------------------------- Moody's Investors Service affirmed the ratings for Surgery Center Holdings, Inc., including the B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. Moody's also affirmed the B2 senior secured credit facility ratings, Caa2 senior unsecured notes rating, and the SGL-2 Speculative Grade Liquidity Rating. Lastly, Moody's changed the outlook on Surgery Partners to developing from positive. These actions follow Surgery Partners' announcement that it will purchase National Surgical Hospitals, Inc.("NSH", B2 stable) for $760 million. This transaction will also provide an exit for H.I.G. Capital, which will sell its controlling 55% stake in Surgery Partners' common equity to Bain Capital Private Equity. The transaction's completion is expected to occur in 2017. The affirmation of the B3 CFR reflects Moody's view that pro forma leverage will not be materially different from Surgery Partners' current leverage level. The developing outlook reflects uncertainty around the final terms and composition of the capital structure, which will inform Moody's view on liquidity, and deleveraging capabilities. Moody's will also weigh the benefits of the NSH acquisition (e.g. -- greater scale, business diversification, and potential synergies) against the integration risk associated with this relatively large transaction. Ratings affirmed: Surgery Center Holdings, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured credit facilities at B2 (LGD 3) Senior unsecured notes at Caa2 (LGD 5) Speculative Grade Liquidity Rating of SGL-2 Outlook change: Surgery Center Holdings, Inc. The outlook is developing. Moody's is correcting its database to reflect the LGD assessment of LGD5-88% relating to the Caa2 rating assigned on March 22, 2016 to the $400M notes due April 15, 2021. RATINGS RATIONALE The B3 Corporate Family Rating reflects Surgery Partners' high financial leverage and the company's aggressive acquisition strategy. While Moody's expects earnings growth over the next 12-18 months, Moody's believes that free cash flow will be used primarily for acquisitions and not debt repayment. The rating is also constrained by the elective nature of many procedures performed in ambulatory surgery centers (ASCs), meaning that patients can delay or forego treatment in times of economic weakness. Further, the ratings are constrained by risk stemming from exposure to government payers (mostly Medicare, which Moody's acknowledge has recently been a relatively stable payer), which could lead to future reimbursement pressures on ASCs. The ratings are supported by Moody's expectation of favorable industry fundamentals over the longer term as payers, including Medicare and private insurers, continue to drive patients out of hospitals and into less costly points of care, such as ASCs. The rating also benefits from the company's strong market position and good case mix that favors procedures with higher reimbursements. The SGL-2 Speculative Grade Liquidity Rating reflects Surgery Partners' good liquidity, owing to its cash, revolver availability, and good free cash flow generation. Moody's will reassess the liquidity once more details are known about the new capital structure. Surgery Center Holdings, Inc., headquartered in Nashville, TN, is an operator of short stay surgical facilities and physician practices in 29 states. The surgical facilities, which include ASCs and surgical hospitals, primarily provide non-emergency surgical procedures across many specialties, including, among others, cardiology, gastroenterology, ophthalmology, orthopedics and pain management. In addition to surgical facilities, Surgery Partners also provides ancillary services including physician practice services, anesthesia services, a diagnostic laboratory, a specialty pharmacy and optical services. The company operates 104 facilities, comprised of 99 ASC's and five surgical hospitals. Surgery Partners' is 55% owned by H.I.G. Capital LLC. and listed on the NASDAQ. Revenue for the period ended December 31, 2016 was $1.145 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TIDEWATER INC: Enters Into Restructuring Support Agreement ---------------------------------------------------------- Tidewater Inc. on May 12, 2017, disclosed that it has entered into a Restructuring Support Agreement ("RSA") with certain of its lenders under Tidewater's Fourth Amended and Restated Revolving Credit Agreement, dated as of June 21, 2013 (the "Credit Agreement") and holders of Tidewater Senior Notes due in 2017, 2018, 2019, 2020, 2021, 2022, 2023 and 2025 (the "Senior Notes"), as applicable (collectively, the "Consenting Creditors") to effectuate a proposed prepackaged plan of reorganization (the "Prepackaged Plan") that will substantially deleverage the Company's balance sheet and better position the Company to weather the extended downturn in the offshore energy industry while maintaining the Company's position as a worldwide market leader in offshore vessel services. As contemplated by the RSA, the Company and certain of its subsidiaries expect to file chapter 11 cases in Delaware by May 17, 2017 to implement the Prepackaged Plan. The Prepackaged Plan, described in greater detail below, has the support of the Company's lenders holding 60% of the outstanding principal amount of loans under the Credit Agreement and holders of 99% of the aggregate outstanding principal amount of Tidewater's Senior Notes. The Company's management has been in discussions with the New York Stock Exchange ("NYSE") regarding maintaining its current listing through this restructuring process. Although, as previously disclosed, the Company was recently notified by the NYSE that it has fallen below the continued listing standard that requires listed companies to maintain an average closing price per share of at least $1.00 over a consecutive 30 trading-day period, the Company has notified the NYSE of its intent to cure and has until October 18, 2017 to regain compliance with that particular standard. Upon completion of the restructuring, it is expected that Tidewater will remain a publicly-traded company and, subject to the Company's compliance with all other NYSE listing standards, will continue to have its common stock listed for trading on the NYSE both during and after the restructuring process. Jeffrey Platt, President and Chief Executive Officer of Tidewater, said, "As we continue to navigate this unprecedented industry downturn, we are pleased that we have reached an agreement which should allow Tidewater to significantly reduce its debt burden and provide sound financial footing for the company's future. We believe that successful completion of our restructuring will provide the necessary liquidity and operational flexibility for Tidewater to continue to operate at lower levels of activity until offshore drilling activity recovers and more reasonable levels of vessel utilization and day rates are restored. I want to thank our employees and other stakeholders for their continued hard work and dedication as we complete the restructuring process." Under the Prepackaged Plan: -- The lenders under the Credit Agreement, holders of the Senior Notes and certain lessor parties under certain sale/leaseback agreements (the "General Unsecured Creditors") will receive their pro rata share of: -- Existing shares of Tidewater common stock will be cancelled and existing common stockholders of the Company will receive: -- The undisputed claims of other unsecured creditors such as customers, employees, and vendors, will be paid in full in the ordinary course of business (except as otherwise agreed among the parties). The Company's Norwegian term loan facility, which is guaranteed by the Company and other contemplated debtors, will remain in place during the chapter 11 cases. Pursuant to a forbearance agreement, the lenders under this term loan facility have agreed that they will not enforce, or take action to enforce, any of the rights and remedies otherwise available to them under their term loan facility, subject to certain termination rights. During the chapter 11 cases, Tidewater plans to reject certain sale-leaseback agreements for leased vessels currently in the company's fleet, and to limit the resulting rejection damages claims to approximately $131 million. However, counterparties to the sale-leaseback agreements dispute the amount of the rejection damages claims and a final resolution of the amount of such claims will be subject to litigation. As a result, there is no certainty as to the final amount of sale-leaseback rejection damages claims that will be treated pursuant to the Prepackaged Plan. Equity issued by reorganized Tidewater under the management incentive plan and upon exercise of the warrants issued to existing shareholders will further dilute the equity recovery for the holders of funded debt and sale/leaseback claims, as well as the existing shareholders described above. Upon the effectuation of the Prepackaged Plan, Tidewater expects that it will eliminate approximately $1.6 billion in principal of outstanding debt. In addition, considering the rejection of certain sale-leaseback agreements discussed above, the Company estimates that interest and operating lease expenses will be reduced by approximately $73 million annually. All aspects of the Prepackaged Plan remain subject to Bankruptcy Court approval and satisfaction of conditions set forth in the Prepackaged Plan. The Company expects that it has sufficient liquidity to operate its business while the chapter 11 cases are pending, and does not expect that its ability to serve its customers will be impaired in any way during such time. In addition, the Company anticipates paying its employees and vendors in the ordinary course of business during the chapter 11 cases. Pursuant to the RSA, the Consenting Creditors have agreed to vote in favor of the Prepackaged Plan. The RSA is subject to customary termination rights upon the occurrence of certain events, including, without limitation, the failure of the Company to commence solicitation or file the Prepackaged Plan with the Bankruptcy Court by specified dates. Jones Act Warrants To assure the continuing ability of certain vessels owned by the Company's subsidiaries to engage in U.S. coastwise trade, the number of shares of the Company's common stock otherwise issuable to the allowed General Unsecured Creditors may be adjusted to assure that the foreign ownership limitations of the United States Jones Act are not exceeded. The Jones Act requires any corporation that engages in coastwise trade be a U.S. citizen within the meaning of that law, which requires, among other things, that the aggregate ownership of common stock by non-U.S. citizens within the meaning of the Jones Act be not more than 25% of its outstanding common stock. The Prepackaged Plan requires that, at the time Tidewater emerges from bankruptcy, not more than 22% of its common stock be held by non-U.S. citizens. In support thereof, the Prepackaged Plan provides for the issuance of a combination of common stock and the Jones Act Warrants on a pro rata basis to any non-U.S. citizen among the allowed General Unsecured Creditors whose ownership of common stock, when combined with the shares to be issued to current Tidewater stockholders that are non-U.S. citizens, would otherwise cause the 22% threshold to be exceeded. The Jones Act Warrants will not grant the holder thereof any voting or control rights or dividend rights, or contain any negative covenants restricting the operation of Tidewater's business. Generally, the Jones Act warrants will be exercisable immediately at a nominal exercise price, subject to Jones Act restrictions that prohibit the exercise of such warrants where such exercise would cause the total number of shares held by non-U.S. citizens to exceed 24%, a limit that will be established in the amended and restated certificate of incorporation of Tidewater. Tidewater will establish, under its charter and through DTC, appropriate measures to assure compliance with these ownership limitations. AdvisorsWeil, Gotshal & Manges LLP is acting as restructuring counsel, Jones Walker LLP is acting as corporate counsel, Lazard Frères & Co. is acting as investment banker, and AlixPartners, LLP is acting as restructuring advisor to the Company in connection with its restructuring efforts. Morgan, Lewis & Bockius LLP is acting as legal counsel and FTI Consulting, Inc., LLC is acting as financial advisor to the Credit Agreement agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blank Rome LLP are acting as legal counsel and Houlihan Lokey Capital, Inc. is acting as financial advisor to the holders of Senior Notes. Tidewater is a provider of OSVs to the global energy industry. TIMOTHY MCCLINCY: Wong Buying Federal Way Property for $425K ------------------------------------------------------------ Timothy William McClincy asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of his real property located at 3339 18th Lane South A, B, Federal Way, Washington, tax parcel # 7978200075, to Shawn Wong for $425,000. A hearing on the Motion is set for June 2, 2017 at 9:30 a.m. The objection deadline is May 26, 2017. The Reorganized Debtor confirmed his Second Amended Plan of Reorganization on June 29, 2016. On May 1, 2017, the Court approved the modification of his confirmed Second Amended Plan, as set forth in the Reorganized Debtor's Fourth Amended Plan of Reorganization. One of the primary reasons that the Reorganized Debtor filed the Chapter 11 case was due to the entry of a large judgment entered against him in Washington State Court ("Carpenter Judgment"), which he subsequently appealed and which was considered by the Washington State Court of Appeals, Division I, Appeal No. 73066-5-1. His confirmed Plan contemplates the liquidation of certain real property if he is unsuccessful in the State Court Appeal. On April 3, 2017, the Washington State Court of Appeals issued its decision upholding the Carpenter Judgment in nearly all respects. Subsequently, the Reorganized Debtor filed a petition for review to the Washington State Supreme Court. That petition has not yet been adjudicated. On April 28, 2017, the Reorganized Debtor filed an Ex Parte Application to Approve Employment of Gregory Skagen and Windermere Real Estate as Reorganized Debtor's Real Estate Brokers/ Agents, which was granted by the Court on May 2, 2017. The Broker Employment Order authorized Mr. Skagen to market and list all of the real property of the estate, including but not limited to the Property. The value of the Property listed in the Reorganized Debtor's schedules is $320,000. The tax assessed value of the Property is $261,000. The Property was originally listed at $375,000. Since beginning to market the Property, Mr. Skagen has received several offers at or in excess of the original listing amount. As noted, the highest and best offer Mr. Skagen has received is from the Buyer, for $425,000, cash at closing. The PSA is contingent upon Court Approval and a lot line revision occurring on July 30, 2017 or sooner. Finally, the PSA contains an escalation clause in the event that a higher offer is received prior to closing. The April 27, 2017 Title Report of the Property reflects outstanding real property taxes owing on the Property in the amount of $1,869. There are no other known liens against the Property. From the gross proceeds generated from the sale of the Property, the Reorganized Debtor proposes to pay: (i) all normal costs of sale, including real estate commissions and seller's closing costs; (ii) all pro-rated outstanding real estate taxes owed to King County; (iii) the current balance owing to the first position deed of trust holder, Mortgage Electronic Registration Systems, Inc., Acting as a Nominee for Lender and Lender's Successors and Assigns Plaza Home Mortgage, Inc. at the time of closing (estimated to be approximately $125,000); and (iv) all outstanding administrative expenses previously approved by the Court in the case (TTLG is owed approximately $26,600 in previously approved fees and costs at the time of the drafting of the Motion). The remaining sale proceeds will be held in a segregated interest bearing account by either the Reorganized Debtor, or by the Reorganized Debtor's counsel, TTLG, as the Court may determine, for distribution consistent with the terms of his confirmed Plan. Counsel for the Debtor: J. Todd Tracy, Esq. Steven J. Reilly, Esq. THE TRACY LAW GROUP PLC 720 Olive Way, Suite 1000 Seattle, WA 98101 Telephone: (206) 624-9894 Facsimile: (206) 624-8598 Timothy William McClincy sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-10176) on Jan. 15, 2016. TITANS OF MAVERICKS: Asset Auction Scheduled for June 1 ------------------------------------------------------- Based upon expressions of interest from a diverse range of potential buyers, Titans of Mavericks has decided to proceed with an auction of its business-related assets. The decision to move forward with an open auction allows all interested and qualified parties the best opportunity to bid for the coveted brand. The company has aggressively pursued a transaction, and has attracted the attention of private equity firms, sports brands, media and internet companies, national television networks, and a handful of ultra high-net worth individuals that either own national sports teams or have a vested interest in media and culture. The company intends to effectuate the sale "free and clear" of all claims by way of procedures available under the Bankruptcy Code. On Wednesday May 10, 2017 the United States Bankruptcy Court for the Central District of California Los Angeles division approved the auction and bidding procedures for the auction. "Having many connections and relationships spanning across a dynamic range of industries, and after substantive discussions with individual and corporate investors, I believe the auction process creates a level playing field designed to maximize the value obtained for the company's assets," said Griffin Guess, Titans of Mavericks founder. Reputable insiders have evaluated the property and its related assets to be much greater than the opening floor price. The auction will be conducted on June 1, 2017 in Los Angeles, CA, with an opening floor price of $1,000,000. For details concerning the bid procedures and participation in the auction, interested parties should contact the company or the law offices of Levene, Neale, Bender, Yoo & Brill L.L.P. prior to May 25th. About Titans of Mavericks Titans of Mavericks, LLC -- http://www.titansofmavericks.com/-- is a lifestyle brand and the world's premiere big wave surfing action sports event that takes place south of San Francisco, in Northern California. Thirty of the world's best athletes compete annually in the biggest conditions that can reach up 60 feet in wave height. Titans of Mavericks is an expansive brand that includes media, distribution, apparel, hard and soft goods, festival, and licensing. Titans of Mavericks filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-11181) on Jan. 31, 2017, estimating less than $1 million in assets and liabilities. David L. Neale, Esq., at Levene Neale Bender Yoo & Brill LLP, is serving as counsel to the Debtor. TITANS OF MAVERICKS: Athletes Want New, More Professional Owner --------------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal Pro Bankruptcy, reported that one of the big-wave surfing's premier contests held at the legendary Mavericks surf spot in California is about to hit the bankruptcy auction block, and the sport's leading athletes are urging that a new, more professional owner take over. According to the report, calling the cancellation of the contest, the Titans of Mavericks in Half Moon Bay, Calif., a "huge betrayal," three-time Mavericks finalist Grant Washburn expressed frustration with the event operator's financial troubles. "If you're going to tell people that you're going to run this thing. . . you should have to prove that before you get to do that. I mean, everybody rearranges their whole season, their families, their lives around this," Mr. Washburn, known for his work in the films "Riding Giants" and "Chasing Mavericks," told the Journal. "My view is that someone else should get a chance now," Bianca Valenti, a female surfer who fought this year to gain women a spot in the Mavericks lineup, also told the Journal. The U.S. Trustee, a federal bankruptcy watchdog, has also objected to the auction, saying the company needs to be explicit about whether it plans to include the harbor permit in the sale, the report related. Sale of the permit would require the commission's permission, the U.S. Trustee said, the report further related. About Titans of Mavericks Cartel Management, Inc., and Titans of Mavericks, LLC, together, promote, organize and host one of the most famous sporting events in "big wave" surfing known as "Titans of Mavericks" at the Pacific Ocean surf break popularly known as "Maverick's" located near Half Moon Bay, California. Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 17-11179) on Jan. 31, 2017. The petitions were signed by Griffin Guess, president of Cartel. At the time of filing, Cartel estimated assets of less than $1 million and estimated liabilities of $1 million to $10 million. Titans estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Deborah J. Saltzman presides over the cases. The Debtors are represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, California. The Debtors tapped Hartford O. Brown, Esq. at Klinedinst PC as special counsel in relation to the potential sale of their assets, and to handle disputes with Red Bull Media House North America, Inc. and other third parties. The Debtors also tapped Tyler Paetkau, Esq. of Hartnett, Smith & Paetkau to represent them on certain proceedings, including administrative proceedings before the San Mateo County Harbor District, the California Coastal Commission, the San Mateo County Planning and Building Department, and National Oceanic and Atmospheric Administration. TLC HEALTH: Patient Census Decreased, PCO 19th Report Says ---------------------------------------------------------- Linda Scharf, RN, DNS, the Patient Care Ombudsman for TLC Health Care Network, has filed a Nineteenth Report for the period of January 15, 2017, to March 16, 2017. The Ombudsman have reviewed the Debtor's patient medical records and found no findings of a decline in medical care. Likewise, the Ombudsman reported that she have received positive statements by the patients commenting on the Debtor's quality of their care. The Ombudsman noted that there is a slight decrease in the census of the Debtor. The census for the Home Care Agency was 152 patients. There were 70 Certified Home Health Patients and 82 Long Term Home Care Patients. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/nywb13-13294-1295.pdf About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debt of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's special health care law and corporate counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. TOISA LIMITED: Creditors Seek Appointment of Committee ------------------------------------------------------ A group of creditors of Toisa Limited has filed a motion with the U.S. Bankruptcy Court for the Southern District of New York seeking the official appointment of a committee of unsecured creditors. In their motion, Hyundai Heavy Industries Co., Ltd. and two other members of an unofficial creditors' committee they have proposed the appointment of a panel that would represent unsecured creditors in the bankruptcy cases of Toisa Limited and its affiliates. "It is indeed crucial that an official committee be appointed to serve as a key constituent in negotiations that to date have been between the competing interests of the secured lenders and the equity holder without meaningful regard to the large claims of the general unsecured creditors," the group said. The aggregate amount of claims held by members of the unofficial creditors' committee exceeds $116 million, according to court filings. The group is represented by: Craig A. Wolfe, Esq. Jason R. Alderson, Esq. Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112 Tel: (212) 653-8700 Fax: (212) 653-8701 Email: cwolfe@sheppardmullin.com Email: jalderson@sheppardmullin.com About Toisa Limited Toisa Limited owns and operates offshore support vessels for the oil and gas industry. Toisa Limited and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29, 2017. The petitions were signed by Richard W. Baldwin, deputy chairman. The cases are assigned to Judge Shelley C. Chapman. Togut, Segal & Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors hired Kurtzman Carson Consultants LLC as administrative agent, and claims and noticing agent, Scura Paley Securities LLC, as financial advisor In its petition, Toisa Limited estimated $1 billion to $10 billion in both assets and liabilities. TONGJI HEALTHCARE: Amends Form 10-K to Disclose Accountant Fees --------------------------------------------------------------- Tongji Healthcare Group Inc. filed an amendment No. 1 on Form 10-K/A to amend its annual report on Form 10-K for the fiscal year ended Dec. 31, 2016, as originally filed with the Securities and Exchange Commission on April 18, 2017, as it had inadvertently excluded information about its principal accounting fees and services for fiscal year 2016. The Company was billed by its current independent public accounting firms Anton & Chia, LLP, for the following professional services they performed for the Company during the years ended Dec. 31, 2016, and 2015: Year Ended December 31 2016 2015 ---------- ---------- Audit fees $41,000 $38,700 Audit-related fees $21,738 $16,500 Tax fees $- $- All other fees $62,738 $55,200 A full-text copy of the Form 10-K/A is available for free at: https://is.gd/MmIqdV About Tongji Healthcare Based in Nanning, Guangxi, the People's Republic of China, Tongji Healthcare Group, Inc., a Nevada corporation, operates Nanning Tongji Hospital, a general hospital with 105 licensed beds. Tongji Healthcare reported a net loss of $3.64 million on $1.93 million of total operating revenue for the year ended Dec. 31, 2016, compared to a net loss of $588,557 on $2.35 million of total operating revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Tonji had $8.36 million in total assets, $14.52 million in total liabilities and a total stockholders' deficit of $6.16 million. Anton & Chia, LLP, in Newport Beach, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. Anton & Chia, LLP, in Newport Beach, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has negative working capital of $6,745,663, an accumulated deficit of $7,206,416, and shareholders' deficit of $6,162,728 as of Dec. 31, 2016. The Company's ability to continue as a going concern ultimately is dependent on the management's ability to obtain equity or debt financing, attain further operating efficiencies, and achieve profitable operations. TOWERSTREAM CORP: Stockholders OK Two Proposals at Special Meeting ------------------------------------------------------------------ A special meeting of the stockholders of Towerstream Corporation was held on May 4, 2017. At the Meeting, the Company's stockholders approved: (a) the grant of authority to the Board of Directors, in its sole direction, in determining a higher stock price that may be required to meet the listing qualifications for one of the national stock exchanges, (b) an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-one-hundred at any time prior to May 4, 2018, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors. About Towerstream Corporation Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a leading Fixed-Wireless Fiber Alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Towerstream had $34.39 million in total assets, $37.24 million in total liabilities and a total stockholders' deficit of $2.85 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRANSMAR COMMODITY: FCStone-Led Auction of Forward Book on June 20 ------------------------------------------------------------------ Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on May 31, 2017, at 2:00 p.m. (EST), to consider Transmar Commodity Group Ltd.'s proposed bidding procedures in connection with the sale and assignment of its Forward Book to FCStone Merchant Services, LLC, for $3,500,000, subject to adjustments, subject to overbid. Objections, is any, must be filed no later than May 25, 2017 at 12:00 p.m. (PET). The Debtor is winding down its business operations and liquidating its assets in the Bankruptcy Case. The cocoa market is notoriously volatile and impacted by weather, geopolitical and economic fluctuations, which create an atmosphere of uncertainty within the cocoa industry. As a result, in the normal course of its cocoa trading business, the Debtor routinely enters into derivative financial instruments, including derivative contracts, forward contracts, futures contracts, repurchase agreements or combinations of the foregoing to manage its exposure. Historically, the Debtor entered into forward contracts with counter-parties to those contracts in the ordinary course of its business. The Debtor also utilized the futures market to hedge or reduce existing and/or expected risks associated with fluctuations in the prices of certain cocoa products. As of the Petition Date, the Debtor was a party to many Forward Contracts or Forward Book to both purchase and to supply cocoa beans and cocoa products ("Product") to various Counterparties. The Forward Book consists of two parts: a. The Forward Sale Contracts: The Debtor is party to certain Forward Contracts pursuant to which the Debtor agrees to sell, and the Counterparty agrees to purchase, Product in certain quantities; and b. The Forward Purchase Contracts: The Debtor is also party to certain Forward Contracts pursuant to which a Counterparty agrees to sell, and the Debtor agrees to purchase, Product in certain quantities. The Forward Book serves as part of the collateral of the Debtor's Pre-Petition Lenders pursuant to the latter's blanket first priority lien on virtually all of the Debtor's assets pursuant to an Amended and Restated Security Agreement dated as of Feb. 26, 2016, along with other collateral documentation. Beginning in February 2017, the Debtor began actively marketing the Forward Book for sale. As a result of the marketing efforts, the Debtor received two firm bids for certain contracts that are within the Forward Book. The Debtor, after consulting with the Pre-Petition Lenders, determined that the bid presented by one of those two bidders, FCStone, was the superior bid of the two and determined in its business judgment to designate FC Stone's bid as the "stalking horse" bid. Prior to the hearing on the Service Agreement Motion, the Debtor received an alternative offer from TRC Cocoa, LLC, to serve both as the counterparty to the Service Agreement and the "stalking horse" for the Proposed Sale. Subsequently, the Debtor received revised bids from both FCStone and TRC. Ultimately, after reviewing the revised bids and consulting with the Pre-Petition Lenders, and after due consideration, the Debtor, in its business judgment, determined to proceed with FCStone as the counterparty to the Service Agreement. As is set forth, the Debtor's decision to choose FCStone as the counterparty to the Service Agreement was ultimately approved by the Court. On March 28, 2017, the Debtor filed a motion to authorize the Debtor to enter into the Service Agreement with FCStone outside of the ordinary course of business in connection with the Debtor's anticipated sale of its Forward Book. Through the Service Agreement Motion, the Debtor sought to continue to perform under certain of its Forward Contracts in order to preserve the value of the Forward Book. As a result of the foregoing, as part of its bid for a portion of the Forward Book, FCStone agreed to independently purchase Product and fund processing costs and other costs sufficient to bridge performance of the Debtor's obligations under certain of the Forward Contracts settling between the effective date of that transaction, April 10, 2017, and the date of the Debtor's sale of the Forward Book ("Bridge Transaction"). The Court conducted hearings to consider the approval of the Service Agreement Motion on April 5 and 6, 2017 and entered an order granting the Service Agreement Motion on April 7, 2017. The salient terms of the APA are: a. Purchase Price: $3,500,000, subject to adjustments b. Purchased Assets: The Debtor will transfer all right, title and interest in all Forward Contracts fully performed through the Bridge Transaction or the cure amount associated with the Assigned Contracts; and all of the Debtor's rights under warranties, indemnities and similar rights against third parties to the extent related to the Assigned Contracts. c. Assumed Liabilities: FCStone will assume and agree to pay, perform and discharge when due any and all liabilities and obligations of the Debtor arising out of or relating to the Purchased Assets, including the Cure Amount relating to the Assigned Contracts. d. Representations and Warranties: The Debtor has represented and warranted that it has the requisite legal authority to sell and assign the Purchased Assets to FCStone, and that all of the other representations and warranties provided under the APA are true and correct as detailed more fully in Article IV of the APA. In connection with the Proposed Sale, the Debtor asks approval of the Bidding Procedures, which it submits are designed to maximize the value of the Forward Book. The salient terms of the Bidding Procedures are: a. Offer Deadline: June 14, 2017 at 5:00 p.m. (ET) b. Initial Overbid: If an Offer is for exactly all of the Purchased Assets, the payment of a purchase price to the Debtor will not be less than $3,700,000 ($3,500,000 plus Transaction Expenses plus $100,000 initial overbid). If an Offer is for some subset of the Purchased Assets, the proposed purchase price will be subject to the allocation set forth on Section 2.06 of the Disclosure Schedules to the APA, and the Prospective Bidder will allocate the remainder of the purchase price among any additional Forward Contracts that are part of the Offer. All Offers for any portion of the Forward Book will require a minimum bid of $200,000. c. Credit Bidding: In connection with the Proposed Sale of all or any portion of the Forward Book, a person or entity holding a perfected security interest in the Forward Book may ask to credit bid some or all of its claims for its collateral. d. Good Faith Deposit: 10% of the Offer e. Selecting Qualified Parties: June 16, 2017 at 5:00 p.m. (PET) f. Bid Protections: $50,000 Break-Up Fee, plus $50,000 Expense Reimbursement g. The Auction: The Auction, if required, will be held at the offices of Riker Danzig Scherer Hyland & Perretti LLP, Headquarters Plaza, One Speedwell Avenue, Morristown, New Jersey on June 20, 2017 at 10:00 a.m. (EST). h. Bid Increments: $25,000 i. Sale Objection Deadline: June 21, 2017, at 4:00 p.m. (PET) j. Closing: 30 days following the last date of the Auction The Debtor submits that the Bidding Procedures are fair and reasonable. Consistent with the Guidelines for the Conduct of Asset Sales established by the Court, the Debtor proposes these key dates and deadlines for the Proposed Sale: a. May 31, 2017 at 2:00 p.m. - Hearing on Bidding Procedures Motion b. June 3, 2017 - Deadline to Mail Bidding Procedures Notice and Sale Motion c. June 14, 2017 - Offer Deadline d. June 16, 2017 - Deadline for Debtor to notify Prospective Bidders of their status as Qualified Parties e. June 20, 2017 at 10:00 a.m. - Auction f. June 21, 2017 at 4:00 p.m. - Deadline to file Sale Objection, Cure Objections and Adequate Assurance Objections to FCStone g. June 23, 2017 at 4:00 p.m. - Deadline to file Adequate Assurance Objections to Winning Bidders Selected at the Auction, Excluding FCStone h. June 28, 2017 at 10:00 a.m. - Sale Hearing A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Transmar_Commodity_263_Sales.pdf The Debtor believes that there will be no cure amounts associated with the Designated Contracts as a result of revised delivery schedules agreed to between FCStone and Counterparties to the Designated Contracts. Any Counterparty to a Forward Contract that wishes to object to the Cure Costs under such contract must be filed no later than June 21, 2017 at 4:00 p.m. (PET). The Debtor submits that its proposed Assumption and Assignment Procedures and deadlines are fair and reasonable, and will provide sufficient notice to the non-debtor Counterparties to the Designated Contracts. The Debtor submits that its sale and assignment of some or all of the Forward Contracts free and clear of all liens, claims, encumbrances and interests, meets the requirements of Section 363(f) of the Bankruptcy Code. The Debtor submits that ample authority exists for approval of the Proposed Sale. The Proposed Sale provides the Debtor with an opportunity to maximize the value of the Forward Book and provides for the potential sale of other Forward Contracts within the Forward Book. The Debtor believes that the proposed purchase price for the Purchased Assets, which sets a floor for the Purchased Assets, represents the highest and/or best value available for the Purchased Assets, particularly in light of the limited market for this specialized asset and the targeted marketing efforts by the Debtor. Further, the APA is subject to higher and better offers, thereby ensuring that the best possible offer has been or will be received. Accordingly, the Debtor asks the Court to approve the relief sought. To preserve the value of the Forward Book and limit the costs of administering and preserving the Forward Book, it is very important that the Debtor close on the Proposed Sale as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor asks that the Court waive the stay periods under Bankruptcy Rules 6004(g) and 6006(d). The Purchaser can be reached at: FCSTONE MERCHANT SERVICES, LLC 1251 NW Briarcliff Parkway, Suite 800 Kansas City, MO 64116 E-mail: brent.grecian@intlfcstone.com Attn: President The Purchaser is represented by: Benjamin F. Mann, Esq. HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Facsimile: 816-983-8080 E-mail: Benjamin.mann@huschblackwell.com About Transmar Commodity Group Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625), on Dec. 31, 2016. Peter G. Johnson, the chairman, president and chief executive officer, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $100 million and $500 million. The Debtor is represented by Joseph L. Schwartz, Esq., Tara J. Schellhorn, Esq., and Rachel F. Gillen, Esq., at Riker Danzig Scherer Hyland & Perretti LLP. The Debtor has engaged Tracy L. Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J. Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, as local counsel; and GORG as German special counsel. The Debtor has hired DeLoitte Transactions and Business Analytics LLP as its restructuring advisor; and Donlin, Recano & Company, Inc., as its claims and noticing agent. The Office of the U.S. Trustee has appointed three creditors of Transmar Commodity Group to serve on the official committee of unsecured creditors. TYHEE NWT: GoldMining to Buy Yellowknife Gold, Big Sky Projects --------------------------------------------------------------- GoldMining Inc. on May 10, 2017, disclosed that it has entered into an agreement (the "Agreement") to acquire 100% of the Yellowknife Gold Project ("YGP" or the "Project") and nearby Big Sky Property ("Big Sky"), both located in the Northwest Territories, Canada and indirectly owned by Tyhee N.W.T. Corp. ("Tyhee"), a subsidiary of Tyhee Gold Corp. GoldMining entered into the Agreement with a receiver appointed in respect of the assets and undertaking of Tyhee under the Bankruptcy and Insolvency Act. RMB Australia Holdings Limited ("RMB"), Tyhee's largest secured creditor, initiated the receivership and has committed to the transaction. Completion of the transaction is subject to, among other things, customary conditions, including receipt of requisite court and TSX Venture Exchange approvals. The YGP has been the subject of substantial drilling, underground development and historic gold production. Big Sky represents an earlier stage exploration property package located south of the YGP and only 17 km north of the city of Yellowknife. The Agreement Pursuant to the Agreement, GoldMining will acquire the YGP, Big Sky and certain related assets, including an exploration camp and equipment. Total consideration payable by GoldMining under the transaction consists of 4,000,000 common shares of GoldMining (the "Shares"), which will be subject to customary escrow provisions and released as follows: -- 1,574,000 Shares on the four-month anniversary of closing; -- 1,180,000 Shares on the six-month anniversary of closing; and -- the balance on the eight-month anniversary of closing. A break fee is payable by RMB to GoldMining in the event that the transaction does not complete under certain circumstances. The Yellowknife Gold Project The YGP is comprised of five deposits -- Nicholas, Ormsby, Bruce, Goodwin and Clan Lake -- located 50 to 90 km north of the city of Yellowknife in the Northwest Territories. The Project includes a 50-person winterized camp and fuel storage and is accessible by winter road from Yellowknife or by air to a 1,000 m long gravel airstrip located on site. The Project is comprised of 17 mining leases and 8 mineral claims with an aggregate area of 8,935 ha. The YGP is subject to a 2.25% net smelter return royalty, including a $20,000 per year annual advance royalty, on the Ormsby-Nicholas Lake property and a 2% net smelter returns royalty on the Goodwin Lake property. Diamond drilling completed to date includes 141 holes (27,590 m) drilled at the Nicholas Lake deposit, 707 holes (157,570 m) drilled at the Ormsby and Bruce deposits, 28 holes (5,934 m) drilled at the Goodwin Lake deposit, and 185 holes (40,515 m) drilled at the Clan Lake deposit. Upon closing, GoldMining plans to commission an independent resource estimate for the Project and complete a technical report documenting the results of this estimate. Advisors Haywood Securities Inc. is advising GoldMining in connection with the transaction and Sangra Moller LLP is acting as legal counsel to GoldMining. Stikeman Elliott LLP acted as counsel to RMB. Qualified Person Paulo Pereira, President of GoldMining has reviewed and approved the technical information contained in this news release. Mr. Pereira holds a Bachelors degree in Geology from Universidade do Amazonas in Brazil, is a Qualified Person as defined in National Instrument 43-101 and is a member of the Association of Professional Geoscientists of Ontario. About GoldMining Inc. GoldMining is a public mineral exploration company focused on the acquisition and development of gold projects in Colombia and other regions of the Americas. GoldMining is advancing its Titiribi Gold-Copper Project located in the Department of Antioquia, Colombia, its Cachoeira and Sao Jorge Gold Projects located in the State of Para, northeastern Brazil, its Whistler Gold-Copper Project located in the State of Alaska, United States of America, and its Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada. WAVE SYSTEMS: Aurea CEO Addresses Jive Employees Concerns --------------------------------------------------------- A letter from Aurea CEO Scott Brighton to Jive customers dated May 5, 2017. Jivers, As Elisa mentioned in her blog, I'm looking forward to speaking with everyone in the All Company meeting Tuesday. Before that though, I first wanted to quickly introduce myself and share some of my initial impressions. I had the opportunity to meet many Jivers, customers and partners at JiveWorld, and came away impressed by the passion, energy and excitement both inside and outside the company. Getting to meet folks 1:1 in a setting like JiveWorld was critical as my team and I begin working with Jive leadership and Jivers across departments to develop plans for the future. While I obviously don't have answers to many of your questions right at the moment (and to be honest, we are restricted in other ways on what we can share until the deal closes), I wanted to address a couple of concerns from Jive employees. It's come to my attention that there is a concern that we will rollout a product called WorkSmart. WorkSmart is a team and personal productivity management tool developed by one of our sister companies called Crossover. Crossover sells WorkSmart to large enterprises that need to manage large, distributed global workforces. WorkSmart does have some features like keystroke activity logging and webcam shots that were demanded by some of Crossover's larger customers with security and identity management requirements. These are typically regulated entities such as defense contractors and banks that are legally required to ensure the person doing the work is who they say they are. Aurea today uses only the personal and team productivity features of WorkSmart. The only decision we have made with respect to what team productivity tools and collaboration solutions we will use in the combined Aurea/Jive environment is that Aurea will indeed roll out Jive -- in fact, we've already started doing so. Secondly, while we are early in the process of exploring the various Jive sites and what will make the most sense going forward, I wanted to squash any rumor related to Jive's larger offices, including Portland, Tel Aviv, Reading and Bay Area. As we've said in the FAQ, in any place where there are large concentrations of people, we expect to retain physical space. Obviously there are several more questions you have and we will work to answer them in the coming weeks and months. The Aurea leadership team and I are going to be very thoughtful about the integration and how we approach each decision. We are eager to learn about the business, dig into the product innovation shown on the JiveWorld mainstage and engage with the teams that are making it happen at Jive. I know JiveWorld just touched the surface, but I did want to share an observation that struck me during the event: the first thing that I noticed was the passion. I've been to lots of user conferences, but I sensed a profound difference in the purpose Jive users have in what they are trying to accomplish for their companies. And this is understandable -- after all, Jivers and customers alike are fundamentally unlocking the potential of companies to do amazing things. I found that passion both inspiring and contagious. More to be shared next week in the All Company meeting. Until then, have a great weekend. Best, Scott On May 1, 2017, Jive Software, Inc. issued a press release announcing the execution of an Agreement and Plan of Merger, dated as of April 30, 2017, by and among Wave Systems Corp. ("Parent"), a wholly owned subsidiary of ESW Capital, LLC ("Guarantor"), Jazz MergerSub, Inc. ("Acquisition Sub"), a wholly owned subsidiary of Parent, and the Company. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --http://www.wave.com/--develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems Corp. commenced on Feb. 1, 2016, a bankruptcy case by filing a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On May 16, 2016, the Bankruptcy Court entered an order converting the Chapter 7 Case to a case under the provisions of Chapter 11 of the Bankruptcy Code. As a result, since May 20, 2016, the Company has been operated under a court appointed Chapter 11 Trustee under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. David W. Carickhoff was appointed as Chapter 11 trustee. Mr. Carickhoff tapped Archer & Greiner P.C. as counsel. The Trustee also tapped Miller & Company, LLC as accountants and financial advisors, and UpShot Services LLC as the claims agent and administrative agent. WELLMAN DYNAMICS: Weil Gotshal Gets 50% Slash on Fees ----------------------------------------------------- U.S. Bankruptcy Judge Anita L. Shodeen awarded just half of Weil Gotshal & Manges' $976,000 fees request for representing TCTM Financial FS, Wellman Dynamics Corp's senior secured lender, saying the the number of attorneys and hours billed showed "a distinct lack of billing judgment," Suevon Lee of Bankruptcy Law360 reports. About Wellman Dynamics Corp. Headquartered in Creston, Iowa, Wellman Dynamics Corporation produces highly complex precision aluminum and magnesium sand castings for the aerospace and defense industries. Its largest casting weighs approximately 630 pounds and its most complex casting requires a mold that is hand assembled from 125 individual intricate components, virtually all of which are designed and manufactured in-house. The Debtor owns the only molds for 79% of its products. In some cases, although another tool exists, the Debtor is still the sole source on 94% of its castings. Every U.S. military helicopter program relies upon the Debtor's castings produced in Creston, Iowa. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Iowa Case No. 16-01825) on Sept. 13, 2016. Judge Anita L. Shodeen presides over the case. The Debtor's counsel is Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., in Des Moines, Indiana. On January 11, 2017, Wellman Dynamics Corp. filed its Chapter 11 plan of reorganization and disclosure statement. On March 22, 2017, a 7-member panel was appointed as official unsecured creditors committee in the case. WEST CORP: Moody's Puts B1 CFR Under Review for Downgrade --------------------------------------------------------- Moody's Investors Service placed the ratings of West Corporation on review for downgrade following the company's announcement that it has entered into an agreement to be acquired by funds affiliated with Apollo Global Management, LLC in a transaction valued at approximately $5.1 billion, including net debt. The acquisition is expected to close in the second half of 2017. The affected ratings placed on review include West's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and the Ba3 and B3 ratings for the company's senior secured and senior unsecured debts, respectively. The company's SGL1 rating is unchanged at this time. RATINGS RATIONALE The rating action reflects Moody's expectations for a significant increase in debt upon the close of the acquisition and the resulting deterioration in credit metrics. Moody's expects to conclude the review at the time of the acquisition of West. The review will focus on: (i) Details of sponsors' financing plans and the resulting capital structure; (ii) Business strategy for West's disparate businesses with varying growth prospects; (iii) Potential for reduction in costs and the likely impact on business performance; and (iv) Financial policies under new ownership. Given the change in control requirements in the company's senior secured and unsecured debts, Moody's expects that West's existing debt will be refinanced upon the close of the acquisition. West's B1 Corporate Family Rating (CFR) reflects its high leverage of about 4.7x (Moody's adjusted) and challenges in growing its conferencing business. West operates in highly competitive markets and technology risks are especially high in the conferencing business. The rating is supported by West's good operating scale, leading market positions in the conferencing and collaboration and emergency communication service markets and track record of free cash flow generation. Moody's has placed the following ratings under review for downgrade: Issuer: West Corporation -- Corporate Family Rating -- B1 -- Probability of Default Rating -- B1-PD -- Senior secured credit facilities -- Ba3 (LGD 3) -- Senior secured notes -- Ba3 (LGD 3) -- Senior unsecured notes -- B3 (LGD 5) -- Outlook - Changed To Rating Under Review From Stable West Corporation is a leading provider of technology-enabled communications services with approximately $2.3 billion in revenues for the twelve months ended March 31, 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WEST SEATTLE LODGE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of West Seattle Lodge LLC as of May 12, according to a court docket. 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., and Marc S. Stern, Esq., as legal counsel. WESTMORELAND COAL: Will File Form 10-Q Within Extension Period -------------------------------------------------------------- Westmoreland Coal Company has determined that it is unable to file its quarterly report on Form 10-Q for the quarter ended March 31, 2017, within the prescribed time period without unreasonable effort or expense for the following reason. The principal reason for this delay is the time, effort, and resources involved in preparing the previously announced restatement of certain of the Company's financial statements and, as a result, the time and resources required to complete the Company's 2016 Annual Report on Form 10-K, which included its restated annual financial statements for the years ended Dec. 31, 2015, 2014 and 2013, and interim unaudited consolidated financial statements as of and for the quarters ended September 30, June 30, and March 31, 2016 and 2015. The Restated 2016 Form 10-K was filed with the Securities and Exchange Commission on March 29, 2017. Because of the significant time, effort, and resources required to complete the Restated 2016 Form 10-K, the Company was substantially delayed in initiating its first quarter 2017 close process, correspondingly causing a delay in the preparation of the first quarter 2017 financial statements and its first quarter 2017 Form 10-Q. The Company plans to file its first quarter Form 10-Q no later than the fifth calendar day following the prescribed due date, as permitted by Rule 12b-25. About Westmoreland Coal Company Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal reported a net loss of $28.87 million on $1.47 billion of revenues for the year ended Dec. 31, 2016, compared to a net loss of $219.09 million on $1.41 billion of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Westmoreland Coal had $1.58 billion in total assets, $2.27 billion in total liabilities and a total deficit of $690.11 million. * * * Moody's Investors Service at the end of February 2016 downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. As reported by the TCR on April 3, 2017, S&P Global Ratings said it lowered its corporate credit rating on Englewood, Colo.-based Westmoreland Coal Co. to 'CCC+' from 'B'. S&P views Westmoreland Coal Co.'s capital structure to be unsustainable in the long term without a significant boost in coal prices and volumes over the next year. YONKERS RACING: Moody's Puts B2 CFR on Review for Upgrade --------------------------------------------------------- Moody's Investors Service placed Yonkers Racing Corporation's B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR) on review for upgrade in response to the company's announcement that it intends to refinance its first lien and second lien term loans with a new $260 million first lien term loan B due 2024. Moody's assigned a B1 rating to the proposed first lien term loan B. Proceeds from the proposed term loan along with about $16 million of balance sheet cash will be used to repay Yonkers' existing $210 million first lien term loan due 2019 ($245 million original issue amount) and $60 million second lien term loan due 2020 ($70 million original issue amount). The company also plans to replace its existing $10 million working capital line with a new $10 million working capital facility that will be undrawn at closing. Moody's expects to upgrade Yonkers' CFR and PDR one notch to B1 and B1-PD, respectively, if/when the transaction closes. The B1 rating assigned to Yonkers' proposed term loan assumes the company's refinancing transaction closes as planned. The B1 assigned to the proposed first lien loan also considers that unlike the company's current debt structure, first lien debt will account for Yonkers' entire pro forma debt capital structure. There will be no credit support in the form of debt below the proposed first lien term loan. "The review for upgrade considers that the proposed refinancing will materially extend Yonkers' debt maturity profile about 5 years as well as lower its overall cost of debt, partly through the elimination of $60 million of relatively high cost second lien term loan debt which represents about 20% of the company's existing debt capital," stated Keith Foley, a Senior Vice President at Moody's. "These considerations coupled with Yonkers' consistent improvement in both revenue and earnings, little in the way growth capital expenditure requirements, and gradual debt reduction during the past few years, provide the company with a credit profile consistent with a one-notch higher rating," added Foley. Ratings placed on review for upgrade: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD New rating assigned: $260 million senior secured first lien term loan B due 2024 -- B1 (LGD3) Ratings expected to be withdrawn if/when the proposed transaction closes: $210 million senior secured first lien term loan due 2019 -- Ba3 (LGD2) $60 million senior secured second lien term loan due 2020 -- Caa1 (LGD4) Outlook action: Outlook, changed to Rating Under Review from Stable RATINGS RATIONALE Yonkers' ratings consider that there is no new competition coming online in the foreseeable future in the company's densely-populated, primary market area. Also supporting the ratings is Moody's expectation that Yonkers' gaming revenue will continue to be stable in the foreseeable future. Key concerns include the company's relatively small size in terms of revenue and single asset profile. Also factored into the rating are the long-term structural challenges faced by Yonkers and other US gaming companies. These challenges include an aging population and changing consumer preferences, both of which are not necessarily favorable for long-term gaming demand trends. Yonkers Racing Corporation owns and operates a gaming and entertainment facility comprised of Empire City Casino, and Yonkers Raceway, a harness race track featuring pari-mutuel wagering on live and simulcast horse races. The facility, which is located in Yonkers, New York, is owned and operated by the Rooney family of Pittsburgh. Yonkers is a private company and does not disclose detailed financial information to the public. Yonkers currently generates annual net revenue of about $216 million. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. YONKERS RACING: S&P Revises Outlook to Pos. & Affirms 'B' CCR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Yonkers, N.Y.-based Yonkers Racing Corp. to positive from stable, and affirmed all ratings, including S&P's 'B' corporate credit rating. At the same time, S&P assigned its 'BB' issue-level rating to the company's proposed $10 million first-out revolver due 2022. The recovery rating is '1+', reflecting S&P's expectation for full recovery (rounded estimate: 100%) for lenders in the event of a payment default. S&P also assigned its 'B+' issue-level rating to the proposed $260 million term loan B due 2024. The recovery rating is '2', reflecting S&P's forecast for substantial recovery (70% to 90%; rounded estimate: 70%) for lenders in the event of a payment default. Yonkers plans to use proceeds from the proposed term loan, along with cash on hand, to fully refinance its existing first- and second- lien term loans, and to pay modest transaction fees and expenses. S&P plans to withdraw its issue-level and recovery ratings on the company's existing debt once it is fully repaid. "The outlook revision to positive reflects our forecast for credit measures to continue to improve through 2017, due largely to debt reduction," said S&P Global credit analyst Ariel Silverberg. In the first quarter of 2017, Yonkers repaid a portion of its existing second-lien term loan with cash on hand, and the company plans to use an additional $10 million of cash on hand to reduce total funded debt outstanding as part of its proposed refinancing transaction. As a result, S&P now expects adjusted leverage to remain in the mid- to high-4x area through 2017, as compared to S&P's previous forecast of low-5x. To consider higher ratings, however, S&P would need to be confident that Yonkers can absorb the impact of new competition in 2018 and sustain leverage under 5x. S&P could revise the outlook to stable if it no longer believed that Yonkers would be able to sustain leverage under 5x, incorporating the impact of new competition. While less likely given the cushion in credit measures, S&P could lower the rating if interest coverage declined to below 2x, which could result from the impact of competition being significantly greater than S&P is currently forecasting, or from an unexpected and disruptive event that meaningfully reduced visitation to the property. [*] CA Global, BMA Liquidators to Auction Smith & Wollensky Assets ------------------------------------------------------------------ A tremendously wide variety of assets and equipment from a World- Famous Las Vegas Restaurant will be on the "menu" in a Global Online Auction taking place on Thursday and Friday, June 1st and 2nd! The much sought-after restaurant equipment, along with the related decor and fixtures are available as a result of the award-winning Smith & Wollensky Las Vegas closing its current restaurant in preparation for its move to an all-new Las Vegas location. News of this Sale Event was just announced by CA Global Partners, who is conducting the Auction under joint management with BMA Liquidators. CA Global Partners is an Industry Leader in the Disposition of Assets for a wide range of Commercial, Wholesale & Industrial Clients from around the world. The Assets of the Sale include everything from "Wall to Wall" within this large restaurant, with multiple kitchens of equipment, bar areas, decor, outdoor patio furnishings, small wares, and fixtures. The Two-Day Auction will feature: KITCHEN EQUIPMENT FROM OVER 50,000 SQ FT OF COOKING SPACE Including: Broilers & Stoves, Refrigerators & Freezers, Ice Machines & Ovens, S/S Cutting & Butcher Tables, S/S Sinks & Dish Washing Stations, Dinnerware & Smalls, S/S Pots & Pans, Rolling Carts & Serving Trays, Catering Stations, & Much, Much More! RESTAURANT FURNUSHINGS & FIXTURES FROM 650+ SEATING CAPACITY Including: Leather & Wood - Chairs and Barstools, Hundreds of Dining Tables & Unique Lighting Fixtures, Menu Boards & Wall Cabinets, Patio Furnishings & Space Heaters, Customized "Signature" Fixtures. . . And The List Goes On! OTHER ITEMS OF NOTE The Auction will also include All of the Restaurant's Art Work, Wall Decor, Famous Memorabilia, Sculptures, Wine Racks, Photographs, Signage, Themed Items, Clocks, and a Vast Collection of American Folk Art from this Iconic Eatery! FOR A COMPLETE LISTING OF ITEMS OR TO REGISTER TO BID, PLEASE VISIT http://www.cagp.com/events/smith-wollensky Contact: Mark J. Weitz Tel: 818.340.3134 E-mail: mark@cagp.com Auction Lots will begin closing on Thursday June 1st at 10:00 AM (PDT) and again on Friday, June 2nd. To view the items prior to the sale, Smith & Wollensky will be open to the public on Wednesday, May 31st from 10:00 AM – 4:00 PM (PDT) - 3767 Las Vegas Boulevard South, Las Vegas, NV. "It is a rare occasion when a complete 5-Star restaurant of this caliber combined with the name and reputation of Smith & Wollensky, becomes available for an auction and truly makes for an incredible opportunity to own a piece of Smith & Wollensky history," noted Mark Weitz, Co- Managing Partner of CA Global Partners. The sale is open to the General Public, Equipment Dealers and Related Businesses. About CA Global Partners: Established in 1997, CA Global Partners -- http://www.cagp.com/-- is a Global Company providing Equipment Management, Disposition Strategies and Capital Recovery Solutions to Business Leaders in Technology, Manufacturing & Commercial Industries. CA Global Partners uses State-of-the-Art Technologies, real-time digital communications and proven marketing expertise to reach the largest network of qualified buyers possible. [*] Kenneth Noble Joins McGuireWoods as Partner in New York ----------------------------------------------------------- Kenneth E. Noble, who has advised leading banks and other senior lenders in bankruptcy and restructuring matters for more than 25 years, has joined McGuireWoods' Restructuring and Insolvency Department as a partner in New York as the firm continues its expansion of New York-based talent focused on meeting the needs of financial institutions. Mr. Noble represents domestic and foreign banks, financial institutions, investment funds and other creditor groups in middle market and large cap out-of-court workouts and bankruptcy proceedings. He has experience in a wide range of industries, including energy, healthcare, manufacturing, gaming and telecommunications. Mr. Noble, who joins McGuireWoods from Holland & Knight, previously led Katten Muchin Rosenman's New York insolvency and restructuring practice. Mr. Noble earned a Turnaround Atlas Award from the Global M&A Network for representing the administrative agent under a $125 million credit facility in the prepackaged restructuring of online education company Penn Foster. He was a finalist for the Association of Corporate Growth's Art of the Deal Award for his work representing the lender under a $750 million bilateral credit facility in the out-of-court restructuring of M Resort Spa Casino Las Vegas. "Ken is highly respected by restructuring officers at leading financial institutions for his track record advising banks and other senior creditors in complex bankruptcies and out-of-court restructurings," said Dion Hayes, chair of the firm's Restructuring and Insolvency Department. "He strengthens our capabilities in a highly competitive market with increasing demand and we're delighted to welcome him." "Ken bolsters our restructuring and insolvency practice in New York and complements the market-leading transactional and litigation services we provide to financial institutions," said Noreen Kelly, managing partner of the firm's New York office and chair of the firm's Financial Institutions Industry Team. "Our clients will benefit from this key addition." Mr. Noble joins a McGuireWoods practice that includes 35 transactional lawyers and litigators with experience in some of the most significant restructurings and chapter 11 cases to occur in recent years. The firm was honored in three deal categories in the 2017 M&A Advisor Turnaround Awards, which recognize top distressed investment and restructuring deals and the firms that handled them. "McGuireWoods is one of the first firms leading financial institutions turn to for their most complex and mission-critical legal needs," Mr. Noble said. "I am excited for the opportunity to join such an accomplished and high-performing team, and I look forward to contributing to its continuing success." Mr. Noble can be reached at: Kenneth E. Noble Partner McGUIREWOODS 1345 Avenue of the Americas 7th Floor New York, NY 10105-0106 Tel: +1 212 548 7005 Fax: +1 212 715 2309 E-mail: knoble@mcguirewoods.com McGuireWoods LLP -- http://www.mcguirewoods.com/-- is an international law firm with more than 1,000 lawyers in 23 offices worldwide. The firm has been named "Law Firm of the Year" for Banking and Finance Law and Banking and Finance Litigation by U.S. News-Best Lawyers. It ranks among the top 10 law firms in the Financial Times' prestigious North America Innovative Lawyers report. The firm has been recognized 11 times on BTI Consulting's "Client Service A-Team" -- elite firms singled out for client service excellence based on unprompted feedback from clients in major companies. Its full-service public affairs arm, McGuireWoods Consulting LLC, offers infrastructure and economic development, strategic communications and grassroots advocacy, and government relations solutions. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE OU1 GR 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ABT CN 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ABT2EUR EU 98.6 (49.8) (31.0) ABV CONSULTING I ABVN US 0.0 (0.0) (0.0) ADVANCEPIERRE FO APFH US 1,279.8 (281.1) 218.4 ADVANCEPIERRE FO APFHEUR EU 1,279.8 (281.1) 218.4 ADVANCEPIERRE FO 1AC GR 1,279.8 (281.1) 218.4 AGENUS INC AJ81 GR 157.0 (39.1) 50.5 AGENUS INC AGEN US 157.0 (39.1) 50.5 AGENUS INC AJ81 TH 157.0 (39.1) 50.5 AGENUS INC AGENEUR EU 157.0 (39.1) 50.5 AGENUS INC AJ81 QT 157.0 (39.1) 50.5 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASCENT SOLAR TEC ASTIEUR EU 11.6 (11.9) (13.9) ASPEN TECHNOLOGY AZPN US 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AST GR 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AST TH 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5) (280.2) AUTOZONE INC AZO US 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZ5 TH 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZ5 GR 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZOEUR EU 8,902.6 (1,827.4) (291.5) AUTOZONE INC AZ5 QT 8,902.6 (1,827.4) (291.5) AVID TECHNOLOGY AVID US 249.6 (269.9) (86.9) AVID TECHNOLOGY AVD GR 249.6 (269.9) (86.9) AVON - BDR AVON34 BZ 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP US 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP TH 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP* MM 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP GR 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP CI 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP QT 3,426.2 (358.2) 498.0 AVON PRODUCTS AVP1EUR EU 3,426.2 (358.2) 498.0 AXIM BIOTECHNOLO AXIM US 1.4 (2.4) (1.6) BENEFITFOCUS INC BNFT US 172.0 (34.2) 18.2 BENEFITFOCUS INC BTF GR 172.0 (34.2) 18.2 BLUE BIRD CORP BLBD US 309.3 (82.2) 8.9 BOMBARDIER INC-B BBDBN MM 23,112.0 (3,555.0) 1,258.0 BOMBARDIER-B OLD BBDYB BB 23,112.0 (3,555.0) 1,258.0 BOMBARDIER-B W/I BBD/W CN 23,112.0 (3,555.0) 1,258.0 BONANZA CREEK EN B2CN GR 1,135.2 (73.8) (160.1) BONANZA CREEK EN BCEI US 1,135.2 (73.8) (160.1) BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8) (160.1) BRINKER INTL EAT US 1,403.1 (498.7) (289.1) BRINKER INTL BKJ GR 1,403.1 (498.7) (289.1) BRINKER INTL BKJ QT 1,403.1 (498.7) (289.1) BRINKER INTL EAT2EUR EU 1,403.1 (498.7) (289.1) BROOKFIELD REAL BRE CN 92.4 (31.3) 0.8 BUFFALO COAL COR BUC SJ 49.4 (21.7) (19.1) BURLINGTON STORE BURL US 2,574.5 (49.8) (68.5) BURLINGTON STORE BUI GR 2,574.5 (49.8) (68.5) BURLINGTON STORE BURL* MM 2,574.5 (49.8) (68.5) CADIZ INC CDZI US 67.1 (54.3) 11.0 CADIZ INC 2ZC GR 67.1 (54.3) 11.0 CAESARS ENTERTAI CZR US 14,812.0 (1,926.0) (3,266.0) CAESARS ENTERTAI C08 GR 14,812.0 (1,926.0) (3,266.0) CALIFORNIA RESOU CRC US 6,237.0 (447.0) (279.0) CALIFORNIA RESOU 1CLB GR 6,237.0 (447.0) (279.0) CALIFORNIA RESOU CRCEUR EU 6,237.0 (447.0) (279.0) CALIFORNIA RESOU 1CL TH 6,237.0 (447.0) (279.0) CAMBIUM LEARNING ABCD US 124.3 (58.5) (69.7) CAMPING WORLD-A CWH US 1,811.9 (2.9) 332.2 CAMPING WORLD-A C83 GR 1,811.9 (2.9) 332.2 CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9) 332.2 CARDCONNECT CORP CCN US 168.8 (3.4) 21.3 CARDCONNECT CORP 55C GR 168.8 (3.4) 21.3 CARDCONNECT CORP CCNEUR EU 168.8 (3.4) 21.3 CASELLA WASTE WA3 GR 621.2 (23.2) 3.3 CASELLA WASTE CWST US 621.2 (23.2) 3.3 CEDAR FAIR LP FUN US 1,958.3 (47.6) (105.4) CEDAR FAIR LP 7CF GR 1,958.3 (47.6) (105.4) CHESAPEAKE ENERG CHK US 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CS1 GR 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CS1 TH 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CHK* MM 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CS1 QT 11,699.0 (1,203.0) (1,428.0) CHESAPEAKE ENERG CHKEUR EU 11,699.0 (1,203.0) (1,428.0) CHOICE HOTELS CZH GR 904.1 (292.5) 68.8 CHOICE HOTELS CHH US 904.1 (292.5) 68.8 CINCINNATI BELL CBB US 1,474.0 (127.4) 9.3 CINCINNATI BELL CIB1 GR 1,474.0 (127.4) 9.3 CINCINNATI BELL CBBEUR EU 1,474.0 (127.4) 9.3 CLEAR CHANNEL-A C7C GR 5,386.4 (1,234.5) 339.9 CLEAR CHANNEL-A CCO US 5,386.4 (1,234.5) 339.9 CLIFFS NATURAL R CVA GR 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CVA TH 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CLF US 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CLF* MM 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CVA QT 1,925.7 (703.0) 503.9 CLIFFS NATURAL R CLF2EUR EU 1,925.7 (703.0) 503.9 COGENT COMMUNICA CCOI US 732.7 (63.6) 248.6 COGENT COMMUNICA OGM1 GR 732.7 (63.6) 248.6 COLGATE-BDR COLG34 BZ 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CL US 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CPA GR 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CL SW 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CL* MM 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CLEUR EU 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CLCHF EU 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CPA TH 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CPA QT 12,448.0 (5.0) 787.0 COLGATE-PALMOLIV CLUSD SW 12,448.0 (5.0) 787.0 CONTURA ENERGY I CNTE US 827.7 (4.6) 56.6 CORIUM INTERNATI CORI US 58.6 (6.3) 30.7 CORIUM INTERNATI 6CU GR 58.6 (6.3) 30.7 CPI CARD GROUP I PMTS CN 261.8 (101.9) 52.1 CURE PHARMACEUTI CURR US - (0.0) (0.0) DELEK LOGISTICS DKL US 415.5 (13.3) 11.3 DELEK LOGISTICS D6L GR 415.5 (13.3) 11.3 DENNY'S CORP DE8 GR 308.2 (64.7) (45.5) DENNY'S CORP DENN US 308.2 (64.7) (45.5) DOMINO'S PIZZA EZV TH 742.5 (1,853.7) 159.2 DOMINO'S PIZZA EZV GR 742.5 (1,853.7) 159.2 DOMINO'S PIZZA DPZ US 742.5 (1,853.7) 159.2 DOMINO'S PIZZA EZV QT 742.5 (1,853.7) 159.2 DUN & BRADSTREET DB5 GR 2,279.3 (979.5) (139.6) DUN & BRADSTREET DB5 TH 2,279.3 (979.5) (139.6) DUN & BRADSTREET DNB US 2,279.3 (979.5) (139.6) DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5) (139.6) DUNKIN' BRANDS G 2DB GR 3,196.1 (119.0) 218.1 DUNKIN' BRANDS G DNKN US 3,196.1 (119.0) 218.1 DUNKIN' BRANDS G 2DB TH 3,196.1 (119.0) 218.1 DUNKIN' BRANDS G DNKNEUR EU 3,196.1 (119.0) 218.1 ERIN ENERGY CORP ERN SJ 289.2 (224.6) (264.4) EVERI HOLDINGS I EVRI US 1,320.5 (109.6) 4.1 EVERI HOLDINGS I G2C TH 1,320.5 (109.6) 4.1 EVERI HOLDINGS I G2C GR 1,320.5 (109.6) 4.1 EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6) 4.1 FAIRPOINT COMMUN FRP US 1,197.9 (74.0) 15.6 FAIRPOINT COMMUN FONN GR 1,197.9 (74.0) 15.6 FERRELLGAS-LP FEG GR 1,745.6 (696.5) (50.5) FERRELLGAS-LP FGP US 1,745.6 (696.5) (50.5) FIFTH STREET ASS FSAM US 178.8 (5.5) - FIFTH STREET ASS 7FS TH 178.8 (5.5) - FRESHII FRII CN 13.2 (10.2) (11.1) FRESHII 3FI GR 13.2 (10.2) (11.1) FRESHII FRIIEUR EU 13.2 (10.2) (11.1) FRESHII FRHHF US 13.2 (10.2) (11.1) GAMCO INVESTO-A GBL US 149.2 (166.6) - GCP APPLIED TECH GCP US 1,077.7 (137.7) 259.3 GCP APPLIED TECH 43G GR 1,077.7 (137.7) 259.3 GCP APPLIED TECH GCPEUR EU 1,077.7 (137.7) 259.3 GIYANI GOLD CORP GGC NW 1.1 (0.2) (1.0) GNC HOLDINGS INC IGN GR 2,062.6 (69.2) 490.1 GNC HOLDINGS INC GNC US 2,062.6 (69.2) 490.1 GNC HOLDINGS INC IGN TH 2,062.6 (69.2) 490.1 GNC HOLDINGS INC GNC1EUR EU 2,062.6 (69.2) 490.1 GOGO INC GOGO US 1,270.1 (76.6) 348.7 GOGO INC G0G GR 1,270.1 (76.6) 348.7 GREEN PLAINS PAR GPP US 93.3 (63.1) 4.3 GREEN PLAINS PAR 8GP GR 93.3 (63.1) 4.3 H&R BLOCK INC HRB US 2,577.6 (800.8) 648.2 H&R BLOCK INC HRB GR 2,577.6 (800.8) 648.2 H&R BLOCK INC HRB TH 2,577.6 (800.8) 648.2 H&R BLOCK INC HRBEUR EU 2,577.6 (800.8) 648.2 HALOZYME THERAPE HALO US 226.8 (58.5) 160.6 HALOZYME THERAPE RV7 GR 226.8 (58.5) 160.6 HALOZYME THERAPE HALOEUR EU 226.8 (58.5) 160.6 HALOZYME THERAPE RV7 QT 226.8 (58.5) 160.6 HAMILTON LANE-A HLNE US 207.1 (103.6) - HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) - HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I HCA US 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0) 3,574.0 HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0) 3,574.0 HERON THERAPEUTI HRTX US 67.5 (21.3) 23.4 HERON THERAPEUTI AXD2 GR 67.5 (21.3) 23.4 HORTONWORKS INC HDP US 220.6 (15.5) (16.7) HORTONWORKS INC 14K GR 220.6 (15.5) (16.7) HORTONWORKS INC 14K QT 220.6 (15.5) (16.7) HORTONWORKS INC HDPEUR EU 220.6 (15.5) (16.7) HOVNANIAN-A-WI HOV-W US 2,145.3 (128.3) 1,266.8 HP COMPANY-BDR HPQB34 BZ 28,192.0 (4,327.0) (812.0) HP INC HPQ* MM 28,192.0 (4,327.0) (812.0) HP INC HPQ US 28,192.0 (4,327.0) (812.0) HP INC 7HP TH 28,192.0 (4,327.0) (812.0) HP INC 7HP GR 28,192.0 (4,327.0) (812.0) HP INC HPQ TE 28,192.0 (4,327.0) (812.0) HP INC HPQ CI 28,192.0 (4,327.0) (812.0) HP INC HPQ SW 28,192.0 (4,327.0) (812.0) HP INC HPQCHF EU 28,192.0 (4,327.0) (812.0) HP INC HPQUSD SW 28,192.0 (4,327.0) (812.0) HP INC HPQEUR EU 28,192.0 (4,327.0) (812.0) IDEXX LABS IDXX US 1,572.1 (73.9) (57.5) IDEXX LABS IX1 GR 1,572.1 (73.9) (57.5) IDEXX LABS IX1 TH 1,572.1 (73.9) (57.5) IDEXX LABS IX1 QT 1,572.1 (73.9) (57.5) IMMUNOGEN INC IMU GR 198.9 (152.9) 143.1 IMMUNOGEN INC IMGN US 198.9 (152.9) 143.1 IMMUNOGEN INC IMU TH 198.9 (152.9) 143.1 IMMUNOGEN INC IMU QT 198.9 (152.9) 143.1 IMMUNOMEDICS INC IMMU US 53.1 (75.2) 20.0 IMMUNOMEDICS INC IM3 GR 53.1 (75.2) 20.0 IMMUNOMEDICS INC IM3 TH 53.1 (75.2) 20.0 IMMUNOMEDICS INC IM3 QT 53.1 (75.2) 20.0 INFOR ACQUISIT-A IAC/A CN 233.0 (5.5) 0.3 INFOR ACQUISITIO IAC-U CN 233.0 (5.5) 0.3 INNOVIVA INC INVA US 391.9 (334.2) 201.5 INNOVIVA INC HVE GR 391.9 (334.2) 201.5 INNOVIVA INC INVAEUR EU 391.9 (334.2) 201.5 INTERNAP CORP IP9A GR 430.6 (3.7) (15.9) INTERNAP CORP INAP US 430.6 (3.7) (15.9) INTERNATIONAL WI ITWG US 318.8 (14.4) 101.7 JACK IN THE BOX JBX GR 1,258.6 (273.2) (118.2) JACK IN THE BOX JACK US 1,258.6 (273.2) (118.2) JACK IN THE BOX JACK1EUR EU 1,258.6 (273.2) (118.2) JACK IN THE BOX JBX QT 1,258.6 (273.2) (118.2) JUST ENERGY GROU JE US 1,287.8 (209.6) 104.5 JUST ENERGY GROU 1JE GR 1,287.8 (209.6) 104.5 JUST ENERGY GROU JE CN 1,287.8 (209.6) 104.5 KERYX BIOPHARM KYX GR 127.7 (22.5) 97.2 KERYX BIOPHARM KERX US 127.7 (22.5) 97.2 KERYX BIOPHARM KYX TH 127.7 (22.5) 97.2 KERYX BIOPHARM KERXEUR EU 127.7 (22.5) 97.2 L BRANDS INC LTD GR 8,170.0 (727.0) 1,451.0 L BRANDS INC LTD TH 8,170.0 (727.0) 1,451.0 L BRANDS INC LB US 8,170.0 (727.0) 1,451.0 L BRANDS INC LBEUR EU 8,170.0 (727.0) 1,451.0 L BRANDS INC LB* MM 8,170.0 (727.0) 1,451.0 L BRANDS INC LTD QT 8,170.0 (727.0) 1,451.0 LAMB WESTON LW US 2,432.2 (650.9) 336.9 LAMB WESTON 0L5 GR 2,432.2 (650.9) 336.9 LAMB WESTON LW-WEUR EU 2,432.2 (650.9) 336.9 LAMB WESTON 0L5 TH 2,432.2 (650.9) 336.9 LANTHEUS HOLDING LNTH US 249.6 (101.2) 67.6 LANTHEUS HOLDING 0L8 GR 249.6 (101.2) 67.6 LENNOX INTL INC LXI GR 1,950.6 (1.0) 148.9 LENNOX INTL INC LII US 1,950.6 (1.0) 148.9 LENNOX INTL INC LII1EUR EU 1,950.6 (1.0) 148.9 LINN ENERGY INC LNGG US 4,660.6 (2,397.0) (1,341.1) MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4 MANNKIND CORP MNKD IT 107.1 (183.6) (14.6) MASCO CORP MAS US 5,139.0 (59.0) 1,534.0 MASCO CORP MSQ GR 5,139.0 (59.0) 1,534.0 MASCO CORP MSQ TH 5,139.0 (59.0) 1,534.0 MASCO CORP MAS* MM 5,139.0 (59.0) 1,534.0 MASCO CORP MAS1EUR EU 5,139.0 (59.0) 1,534.0 MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO TH 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD TE 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO GR 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD* MM 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD US 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD SW 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD CI 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO QT 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS-CEDEAR MCD AR 32,120.3 (2,030.8) 2,686.5 MDC COMM-W/I MDZ/W CN 1,626.7 (356.8) (280.0) MDC PARTNERS-A MDZ/A CN 1,626.7 (356.8) (280.0) MDC PARTNERS-A MDCA US 1,626.7 (356.8) (280.0) MDC PARTNERS-A MD7A GR 1,626.7 (356.8) (280.0) MDC PARTNERS-A MDCAEUR EU 1,626.7 (356.8) (280.0) MDC PARTNERS-EXC MDZ/N CN 1,626.7 (356.8) (280.0) MEAD JOHNSON MJN US 4,227.1 (392.8) 1,508.5 MEAD JOHNSON 0MJA TH 4,227.1 (392.8) 1,508.5 MEAD JOHNSON 0MJA GR 4,227.1 (392.8) 1,508.5 MEAD JOHNSON MJNEUR EU 4,227.1 (392.8) 1,508.5 MEDLEY MANAGE-A MDLY US 122.4 (16.9) 34.9 MERITOR INC AID1 GR 2,536.0 (125.0) 55.0 MERITOR INC MTOR US 2,536.0 (125.0) 55.0 MERITOR INC MTOREUR EU 2,536.0 (125.0) 55.0 MERRIMACK PHARMA MACK US 81.5 (252.7) (30.8) MERRIMACK PHARMA MP6 GR 81.5 (252.7) (30.8) MERRIMACK PHARMA MACKEUR EU 81.5 (252.7) (30.8) MERRIMACK PHARMA MP6 QT 81.5 (252.7) (30.8) MICHAELS COS INC MIK US 2,147.6 (1,698.4) 518.6 MICHAELS COS INC MIM GR 2,147.6 (1,698.4) 518.6 MIRAGEN THERAPEU MGEN US 7.5 4.7 3.7 MIRAGEN THERAPEU 1S1 GR 7.5 4.7 3.7 MIRAGEN THERAPEU SGNLEUR EU 7.5 4.7 3.7 MONEYGRAM INTERN MGI US 4,437.5 (199.3) (23.5) MONEYGRAM INTERN 9M1N GR 4,437.5 (199.3) (23.5) MONEYGRAM INTERN 9M1N TH 4,437.5 (199.3) (23.5) MONEYGRAM INTERN MGIEUR EU 4,437.5 (199.3) (23.5) MOODY'S CORP DUT GR 5,435.9 (724.2) 2,061.7 MOODY'S CORP MCO US 5,435.9 (724.2) 2,061.7 MOODY'S CORP DUT TH 5,435.9 (724.2) 2,061.7 MOODY'S CORP MCOEUR EU 5,435.9 (724.2) 2,061.7 MOODY'S CORP DUT QT 5,435.9 (724.2) 2,061.7 MOTOROLA SOLUTIO MTLA GR 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MTLA TH 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MSI US 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MOT TE 8,140.0 (1,037.0) 688.0 MOTOROLA SOLUTIO MSI1EUR EU 8,140.0 (1,037.0) 688.0 MSG NETWORKS- A MSGN US 864.4 (987.0) 195.4 MSG NETWORKS- A 1M4 GR 864.4 (987.0) 195.4 MSG NETWORKS- A 1M4 TH 864.4 (987.0) 195.4 MSG NETWORKS- A MSGNEUR EU 864.4 (987.0) 195.4 NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9 NANOSTRING TECHN NSTGEUR EU 106.5 (3.1) 59.9 NANOSTRING TECHN NSTG US 106.5 (3.1) 59.9 NATHANS FAMOUS NATH US 78.3 (67.3) 55.7 NATHANS FAMOUS NFA GR 78.3 (67.3) 55.7 NATIONAL CINEMED XWM GR 1,151.9 (54.1) 92.9 NATIONAL CINEMED NCMI US 1,151.9 (54.1) 92.9 NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1) 92.9 NAVIDEA BIOPHARM NAVB IT 12.5 (67.7) (59.0) NAVISTAR INTL IHR GR 5,394.0 (5,329.0) 683.0 NAVISTAR INTL NAV US 5,394.0 (5,329.0) 683.0 NAVISTAR INTL IHR TH 5,394.0 (5,329.0) 683.0 NAVISTAR INTL IHR QT 5,394.0 (5,329.0) 683.0 NEFF CORP-CL A NEFF US 652.7 (124.7) 1.3 NEFF CORP-CL A NFO GR 652.7 (124.7) 1.3 NEOS THERAPEUTIC NEOS US 80.1 (1.5) 33.6 NEW ENG RLTY-LP NEN US 190.6 (34.2) - NYMOX PHARMACEUT NYMX US 2.1 (0.6) 0.7 NYMOX PHARMACEUT NYM GR 2.1 (0.6) 0.7 OKTA INC OKTA US 130.6 (15.7) (42.8) OKTA INC 0OK GR 130.6 (15.7) (42.8) OKTA INC 0OK QT 130.6 (15.7) (42.8) OKTA INC OKTAEUR EU 130.6 (15.7) (42.8) OMEROS CORP 3O8 GR 67.3 (37.4) 44.2 OMEROS CORP OMER US 67.3 (37.4) 44.2 OMEROS CORP 3O8 TH 67.3 (37.4) 44.2 OMEROS CORP OMEREUR EU 67.3 (37.4) 44.2 PENN NATL GAMING PN1 GR 4,947.0 (540.7) (50.0) PENN NATL GAMING PENN US 4,947.0 (540.7) (50.0) PHILIP MORRIS IN PM1EUR EU 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI SW 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1 TE 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 TH 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM1CHF EU 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 GR 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM US 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PM FP 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI1 IX 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN PMI EB 36,627.0 (10,557.0) 3,529.0 PHILIP MORRIS IN 4I1 QT 36,627.0 (10,557.0) 3,529.0 PINNACLE ENTERTA PNK US 4,003.8 (351.8) (82.3) PINNACLE ENTERTA 65P GR 4,003.8 (351.8) (82.3) PITNEY BOWES INC PBW GR 5,747.2 (46.3) (215.3) PITNEY BOWES INC PBI US 5,747.2 (46.3) (215.3) PITNEY BOWES INC PBW TH 5,747.2 (46.3) (215.3) PITNEY BOWES INC PBIEUR EU 5,747.2 (46.3) (215.3) PLANET FITNESS-A PLNT US 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL TH 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL GR 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL QT 1,156.4 (188.0) 28.1 PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0) 28.1 PROS HOLDINGS IN PH2 GR 210.7 (19.9) 63.0 PROS HOLDINGS IN PRO US 210.7 (19.9) 63.0 QUANTUM CORP QNT2 GR 229.7 (116.6) (39.2) QUANTUM CORP QNT1 TH 229.7 (116.6) (39.2) QUANTUM CORP QTM US 229.7 (116.6) (39.2) QUANTUM CORP QTM1EUR EU 229.7 (116.6) (39.2) REATA PHARMACE-A RETA US 89.1 (215.0) 27.7 REATA PHARMACE-A 2R3 GR 89.1 (215.0) 27.7 REATA PHARMACE-A RETAEUR EU 89.1 (215.0) 27.7 REGAL ENTERTAI-A RGC US 2,686.1 (826.1) (7.6) REGAL ENTERTAI-A RETA GR 2,686.1 (826.1) (7.6) REGAL ENTERTAI-A RGC* MM 2,686.1 (826.1) (7.6) RESOLUTE ENERGY R21 GR 489.6 (75.9) (69.6) RESOLUTE ENERGY REN US 489.6 (75.9) (69.6) RESOLUTE ENERGY RENEUR EU 489.6 (75.9) (69.6) REVLON INC-A REV US 2,999.0 (642.0) 343.1 REVLON INC-A RVL1 GR 2,999.0 (642.0) 343.1 REVLON INC-A RVL1 TH 2,999.0 (642.0) 343.1 REVLON INC-A REVEUR EU 2,999.0 (642.0) 343.1 ROSETTA STONE IN RST US 194.3 (1.7) (65.7) ROSETTA STONE IN RS8 GR 194.3 (1.7) (65.7) ROSETTA STONE IN RS8 TH 194.3 (1.7) (65.7) ROSETTA STONE IN RST1EUR EU 194.3 (1.7) (65.7) RR DONNELLEY & S DLLN GR 3,907.3 (174.1) 725.7 RR DONNELLEY & S RRD US 3,907.3 (174.1) 725.7 RR DONNELLEY & S DLLN TH 3,907.3 (174.1) 725.7 RR DONNELLEY & S RRDEUR EU 3,907.3 (174.1) 725.7 RYERSON HOLDING RYI US 1,738.9 (32.7) 676.2 RYERSON HOLDING 7RY GR 1,738.9 (32.7) 676.2 RYERSON HOLDING 7RY TH 1,738.9 (32.7) 676.2 SALLY BEAUTY HOL SBH US 2,070.8 (320.6) 657.6 SALLY BEAUTY HOL S7V GR 2,070.8 (320.6) 657.6 SANCHEZ ENERGY C SN US 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C SN* MM 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C 13S GR 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C 13S TH 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6) 29.0 SBA COMM CORP 4SB GR 7,297.4 (1,916.5) 72.7 SBA COMM CORP SBAC US 7,297.4 (1,916.5) 72.7 SBA COMM CORP SBJ TH 7,297.4 (1,916.5) 72.7 SBA COMM CORP SBACEUR EU 7,297.4 (1,916.5) 72.7 SCIENTIFIC GAM-A TJW GR 7,073.2 (1,995.2) 434.7 SCIENTIFIC GAM-A SGMS US 7,073.2 (1,995.2) 434.7 SEARS HOLDINGS SEE GR 9,362.0 (3,824.0) 315.0 SEARS HOLDINGS SEE TH 9,362.0 (3,824.0) 315.0 SEARS HOLDINGS SHLD US 9,362.0 (3,824.0) 315.0 SEARS HOLDINGS SHLDEUR EU 9,362.0 (3,824.0) 315.0 SIGA TECH INC SIGA US 160.8 (296.1) 52.6 SILVER SPRING NE SSNI US 447.1 (31.5) 15.2 SILVER SPRING NE 9SI GR 447.1 (31.5) 15.2 SILVER SPRING NE 9SI TH 447.1 (31.5) 15.2 SILVER SPRING NE SSNIEUR EU 447.1 (31.5) 15.2 SIRIUS XM CANADA XSR CN 307.0 (127.9) (152.0) SIRIUS XM CANADA SIICF US 307.0 (127.9) (152.0) SIRIUS XM HOLDIN SIRI US 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN RDO TH 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN RDO GR 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN SIRI SW 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN RDO QT 7,931.8 (921.1) (1,901.0) SIRIUS XM HOLDIN SIRIEUR EU 7,931.8 (921.1) (1,901.0) SLATE RETAIL R-U SRT-U CN 1,114.6 (2.9) - SLATE RETAIL R-U SRT/U CN 1,114.6 (2.9) - SLATE RETAIL R-U SRRTF US 1,114.6 (2.9) - SONIC CORP SONC US 571.7 (157.7) 38.2 SONIC CORP SO4 GR 571.7 (157.7) 38.2 SONIC CORP SONCEUR EU 571.7 (157.7) 38.2 STONE ENERGY COR SGY US 1,139.5 (637.3) 132.4 STONE ENERGY COR SEQ2 GR 1,139.5 (637.3) 132.4 STONE ENERGY COR SGY1EUR EU 1,139.5 (637.3) 132.4 STRAIGHT PATH-B STRP US 9.9 (14.2) (7.4) STRAIGHT PATH-B 5I0 GR 9.9 (14.2) (7.4) SYNTEL INC SYNT US 443.6 (136.2) 134.5 SYNTEL INC SYE GR 443.6 (136.2) 134.5 SYNTEL INC SYE TH 443.6 (136.2) 134.5 SYNTEL INC SYNT1EUR EU 443.6 (136.2) 134.5 SYNTEL INC SYNT* MM 443.6 (136.2) 134.5 TAILORED BRANDS TLRD US 2,097.9 (107.6) 705.8 TAILORED BRANDS WRMA GR 2,097.9 (107.6) 705.8 TAILORED BRANDS TLRD* MM 2,097.9 (107.6) 705.8 TAUBMAN CENTERS TU8 GR 4,044.9 (75.4) - TAUBMAN CENTERS TCO US 4,044.9 (75.4) - TEMPUR SEALY INT TPD GR 2,680.3 (11.3) 90.1 TEMPUR SEALY INT TPX US 2,680.3 (11.3) 90.1 TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDG US 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8) 1,587.8 ULTRA PETROLEUM UPL US 1,540.9 (2,928.2) 383.2 ULTRA PETROLEUM UPL1EUR EU 1,540.9 (2,928.2) 383.2 UNISYS CORP UISCHF EU 1,962.3 (1,626.7) 19.3 UNISYS CORP UISEUR EU 1,962.3 (1,626.7) 19.3 UNISYS CORP UIS US 1,962.3 (1,626.7) 19.3 UNISYS CORP UIS1 SW 1,962.3 (1,626.7) 19.3 UNISYS CORP USY1 TH 1,962.3 (1,626.7) 19.3 UNISYS CORP USY1 GR 1,962.3 (1,626.7) 19.3 UNITI GROUP INC UNIT US 3,280.7 (1,426.9) - UNITI GROUP INC 8XC GR 3,280.7 (1,426.9) - VALVOLINE INC VVV US 1,907.0 (218.0) 261.0 VALVOLINE INC 0V4 GR 1,907.0 (218.0) 261.0 VALVOLINE INC 0V4 TH 1,907.0 (218.0) 261.0 VALVOLINE INC VVVEUR EU 1,907.0 (218.0) 261.0 VALVOLINE INC-WI VVV-W US 1,907.0 (218.0) 261.0 VECTOR GROUP LTD VGR GR 1,387.1 (264.3) 469.4 VECTOR GROUP LTD VGR US 1,387.1 (264.3) 469.4 VECTOR GROUP LTD VGR QT 1,387.1 (264.3) 469.4 VERISIGN INC VRS TH 2,315.5 (1,187.7) 317.8 VERISIGN INC VRS GR 2,315.5 (1,187.7) 317.8 VERISIGN INC VRSN US 2,315.5 (1,187.7) 317.8 VERISIGN INC VRSNEUR EU 2,315.5 (1,187.7) 317.8 VERSUM MATER VSM US 1,120.0 (61.7) 388.9 VERSUM MATER 2V1 GR 1,120.0 (61.7) 388.9 VERSUM MATER VSMEUR EU 1,120.0 (61.7) 388.9 VERSUM MATER 2V1 TH 1,120.0 (61.7) 388.9 VIEWRAY INC VRAY US 48.8 (43.7) (1.3) VIEWRAY INC 6L9 GR 48.8 (43.7) (1.3) VIEWRAY INC VRAYEUR EU 48.8 (43.7) (1.3) WEIGHT WATCHERS WTW US 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WW6 GR 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WW6 TH 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WTWEUR EU 1,301.0 (1,185.2) (33.3) WEIGHT WATCHERS WW6 QT 1,301.0 (1,185.2) (33.3) WELBILT INC WBT US 1,837.1 (26.3) 94.8 WELBILT INC 6M6 GR 1,837.1 (26.3) 94.8 WELBILT INC MFS1EUR EU 1,837.1 (26.3) 94.8 WEST CORP WSTC US 3,456.0 (390.6) 243.4 WEST CORP WT2 GR 3,456.0 (390.6) 243.4 WESTMORELAND COA WLB US 1,584.9 (690.1) (1.6) WESTMORELAND COA WME GR 1,584.9 (690.1) (1.6) WINGSTOP INC WING US 113.2 (67.3) (3.5) WINGSTOP INC EWG GR 113.2 (67.3) (3.5) WINMARK CORP WINA US 47.4 (2.3) 12.4 WINMARK CORP GBZ GR 47.4 (2.3) 12.4 WORKIVA INC WK US 139.8 (5.0) (2.5) WORKIVA INC 0WKA GR 139.8 (5.0) (2.5) YRC WORLDWIDE IN YRCW US 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YEL1 GR 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YEL1 TH 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YEL1 QT 1,727.9 (438.0) 243.7 YRC WORLDWIDE IN YRCWEUR EU 1,727.9 (438.0) 243.7 YUM! BRANDS INC YUM US 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC TGR GR 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC TGR TH 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMEUR EU 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC TGR QT 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMCHF EU 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUM SW 5,151.0 (5,812.0) (281.0) YUM! BRANDS INC YUMUSD SW 5,151.0 (5,812.0) (281.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***